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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 1)
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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FPL GROUP, INC.
(Exact name of registrant as specified in its charter)
Florida 1-8841 59-2449419
(State of incorporation or (Commission File Number) (I.R.S. Employer
organization) Identification No.)
700 Universe Boulevard
Juno Beach, Florida 33408
(561) 694-4000
(Address of principal executive
offices, including zip code)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be so registered
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8% Corporate Units New York Stock Exchange
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. |X|
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. |_|
Securities Act registration statements file numbers to which this form
relates: 333-75482, 333-75482-01, 333-85218 and 333-85218-01.
Securities to be registered pursuant to Section 12(g) of the Act: None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
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The class of securities registered pursuant to the Form 8-A filed by FPL
Group, Inc., a Florida corporation (the "Company"), on June 7, 2002 were the 8%
Corporate Units of the Company (the "Corporate Units"). In connection with the
two-for-one division ("Stock Split") of the Company's common stock, $.01 par
value, effective at 5:00 P.M., Eastern Time, on March 15, 2005, the Company
delivered to The Bank of New York (the "Purchase Contract Agent") a Certificate
of Adjustment, dated March 15, 2004 (the "Certificate of Adjustment"), to make
certain adjustments as required by the Purchase Contract Agreement, dated as of
June 1, 2002, between the Company and the Purchase Contract Agent.
For a description of the Corporate Units, reference is made to (i)
Registration Statement Nos. 333-85218 and 333-85218-01 ("Registration Statement
No. 333-85218") on Form S-3 of the Company filed with the Securities and
Exchange Commission (the "Commission") on March 29, 2002; (ii) the preliminary
prospectus supplement for the Corporate Units dated June 3, 2002 and the
prospectus dated April 24, 2002 filed with the Commission pursuant to Rule
424(b)(5) under the Securities Act of 1933, as amended ("Securities Act"), on
June 4, 2002; (iii) the prospectus supplement dated June 6, 2002 and the
prospectus dated April 24, 2002 filed with the Commission pursuant to Rule
424(b)(5) under the Securities Act on June 10, 2002; and (iv) the Certificate of
Adjustment which is attached hereto as Exhibit 8, which descriptions are
incorporated herein by reference.
Item 2. Exhibits.
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Exhibit No. Description
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1. Form of Purchase Contract Agreement (incorporated
herein by reference to Exhibit 4(aa) to Registration
Statement No. 333-85218).
2. Form of Pledge Agreement (incorporated herein by
reference to Exhibit 4(ab) to Registration Statement
No. 333-85218).
3. Form of Certificate of Corporate Units (incorporated
herein by reference to Exhibit A of Exhibit 4(aa) to
Registration Statement No. 333-85218).
4. Form of Remarketing Agreement (incorporated herein by
reference to Exhibit 4(ac) to Registration Statement
No. 333-85218).
5. Indenture, dated as of June 1, 1999, between FPL
Group Capital Inc and The Bank of New York, as
Trustee (incorporated herein by reference to Exhibit
4(a) to Form 8-K dated July 16, 1999).
6. Guarantee Agreement between FPL Group, Inc. (as
Guarantor) and The Bank of New York (as Guarantee
Trustee) dated as of June 1, 1999 (filed as Exhibit
4(b) to Form 8-K dated July 16, 1999).
7. Form of Officer's Certificate establishing FPL Group
Capital Debt Securities, including form of Debt
Securities (incorporated herein by reference to
Exhibit 4(z) to Registration Statement No.
333-85218).
8. Certificate of Adjustment, dated March 15, 2005.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement on Form
8-A/A to be signed on its behalf by the undersigned, thereto duly authorized.
Dated: March 25, 2005 FPL GROUP, INC.
By: /s/ Edward F. Tancer
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Name: Edward F. Tancer
Title: Vice President and General
Counsel
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EXHIBIT INDEX
Exhibit No. Description
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8. Certificate of Adjustment, dated as of March 15,
2005.