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UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of earliest event
reported: January 22, 2009
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Commission
File
Number
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Exact
name of registrants as specified in their
charters,
address of principal executive offices and
registrants'
telephone number
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IRS
Employer
Identification
Number
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1-8841
2-27612
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FPL
GROUP, INC.
FLORIDA
POWER & LIGHT COMPANY
700
Universe Boulevard
Juno
Beach, Florida 33408
(561)
694-4000
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59-2449419
59-0247775
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State or
other jurisdiction of incorporation or
organization: Florida
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
SECTION
2 - FINANCIAL
INFORMATION
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant
On
January 22, 2009, FPL Group Capital Inc (FPL Group Capital) entered into a $72
million term loan agreement and, on January 26, 2009, borrowed $72 million under
the agreement. The loan bears interest, payable semi-annually or more
frequently at FPL Group Capital's election, at a variable rate and the principal
is due in January 2011. Payment of the loan is guaranteed by FPL
Group, Inc. (FPL Group). The loan agreement contains default and
related acceleration provisions relating to the failure to make required
payments, failure of FPL Group to maintain a minimum ratio of funded debt to
total capitalization and certain events in bankruptcy, insolvency or
reorganization relating to FPL Group Capital or FPL Group, as well as other
covenants applicable to FPL Group Capital and FPL Group. The proceeds
from the loan are being used for general corporate purposes.
SECTION
8 - OTHER
EVENTS
Item 8.01
Other Events
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(a)
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Offering of
Common Stock. On January
27, 2009, FPL Group entered into a Distribution Agency Agreement (the
Agreement) with Credit Suisse Securities (USA) LLC (the Agent), pursuant
to which FPL Group may offer and sell, from time to time, common stock,
par value $.01 per share, having a gross sales price or an aggregate
offering price of up to $400,000,000, through the Agent or to the Agent as
principal. Sales of the offered shares, if any, will be made by
means of ordinary brokers’ transactions on the New York Stock Exchange at
market prices, in block transactions or in such other transactions as are
agreed upon by FPL Group and the
Agent.
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The
offered shares will be issued pursuant to FPL Group’s Registration
Statement on Form S-3, as amended (No. 333-137120) (the Registration
Statement).
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The
Agreement is filed as Exhibit 1 to this Form 8-K and is incorporated in
this Item 8.01 and in the Registration Statement by this
reference. The foregoing description of the material terms of
the Agreement and the transactions contemplated thereby does not purport
to be complete and is qualified in its entirety by reference to such
exhibit. Additional exhibits are filed herewith in connection with the
offer and sale of the offered shares pursuant to the Registration
Statement. All of such additional exhibits are incorporated in
this Item 8.01 and in the Registration Statement by this
reference.
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(b)
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Recent
Developments. In November
2008, Florida Power & Light Company (FPL) filed a formal notification
with the Florida Public Service Commission (FPSC) indicating its intent to
initiate a base rate proceeding in March 2009. The new rates
would take effect on January 1, 2010, upon approval by the
FPSC.
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Following
is summarized unaudited consolidated financial information for FPL
Group:
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Years
Ended December 31,
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2008
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2007
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(millions,
except per share amounts)
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Operating
revenues
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$
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16,410
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$
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15,263
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Operating
income
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$
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2,825
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$
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2,283
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Net
income
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$
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1,639
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$
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1,312
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Earnings
per share, assuming dilution
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$
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4.07
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$
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3.27
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Total
capitalization
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$
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25,511
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$
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22,015
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2
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As
previously reported, in February 2008, a fault occurred at a FPL
substation causing a system loss of about 3,400 megawatts of generating
capacity, which left approximately 596,000 FPL customers without
power. Power was restored to approximately two-thirds of
affected customers within one hour and all customers were restored within
three hours. In March 2008, the Federal Energy Regulatory Commission
(FERC) opened a nonpublic formal investigation to determine whether the
event involved any violations of the mandatory reliability standards of
the North American Electric Reliability Corporation (NERC).
Following a period of fact finding and written correspondence by and
between FPL and the FERC enforcement staff, FPL and the FERC staff have
been engaged in discussions to determine whether the investigation can be
resolved by settlement. FPL believes that, absent settlement, the FERC
staff will pursue formal enforcement proceedings in which FPL expects the
FERC may or will assert up to 25 or more violations of the reliability
standards. The maximum statutory penalty for any violation of a
reliability standard is $1 million per day. FPL believes that,
in any such enforcement proceeding, the FERC may or will assert that some
of the alleged violations have continued from January 1, 2008. FPL
believes that it has meritorious defenses and will vigorously contest any
penalties, should they be assessed. Although as of the date of this
report FPL does not expect that the ultimate resolution of this matter
will have a material adverse effect on its financial statements,
management is unable to predict the outcome or related effect of this
matter.
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SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit
Number
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Description
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1
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Distribution
Agency Agreement, dated January 27, 2009, by and between FPL Group, Inc.
and Credit Suisse Securities (USA) LLC
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5
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Opinion
of Hogan & Hartson LLP regarding the legality of the shares
offered
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23
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Consent
of Hogan & Hartson LLP (included in Exhibit
5)
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3
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrants have
duly caused this report to be signed on their behalf by the undersigned
thereunto duly authorized.
FPL
GROUP, INC.
FLORIDA
POWER & LIGHT COMPANY
(Registrants)
Date: January
27, 2009
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K.
MICHAEL DAVIS
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K.
Michael Davis
Controller
and Chief Accounting Officer of FPL Group, Inc. Vice President, Accounting
and
Chief
Accounting Officer of Florida Power & Light Company
(Principal
Accounting Officer of the
Registrants)
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