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FORM 8-A/A
(Amendment No. 2)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
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 (I.R.S. Employer
organization) File Number) 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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Preferred Share Purchase Rights 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: ...............(if applicable).
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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FPL Group, Inc., a Florida corporation (the "Company"), and EquiServe Trust
Company, N.A., as successor to Fleet National Bank, a national banking
association (formerly known as The First National Bank of Boston) (the "Rights
Agent"), entered into the Second Amendment to Rights Agreement, dated as of
December 26, 2002 (the "Second Amendment"), amending the Rights Agreement, dated
as of July 1, 1996, between the Company and the Rights Agent, as amended by the
Amendment to Rights Agreement, dated as of July 30, 2000 (the "First
Amendment"), between the Company and the Rights Agent (collectively, the "Rights
Agreement"), in order to, among other things, amend the Rights Agreement to:
(1) provide that Wellington Management Company, LLP ("WMC"), will not
become an Acquiring Person (as defined in the Rights Agreement) as a result of
WMC, together will all of its Affiliates and Associates (each as defined in the
Rights Agreement) becoming the Beneficial Owner (as defined in the Rights
Agreement) of 10% or more of the Common Shares (as defined in the Rights
Agreement) of the Company then outstanding; provided, however, that if WMC,
together with its Affiliates and Associates become the Beneficial Owner of more
than 14% of the Common Shares of the Company then outstanding (regardless of
whether such shares were acquired before or after the date of the Second
Amendment) then WMC will be deemed an "Acquiring Person." The Second Amendment
also provides that WMC will not have the benefit of this exception if:
(A) WMC is the Beneficial Owner of Common Shares other than as an
investment adviser registered under Section 203 of the Investment Advisers Act
of 1940, as amended, with respect to Common Shares of the Company owned of
record by investment management clients;
(B) with respect to the Common Shares of the Company, WMC and each of
its Affiliates and Associates do not satisfy both of the criteria set forth in
Rule 13d-1(b)(1)(i) and Rule 13d-1(b)(1)(ii) of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended; or
(C) with respect to the Common Shares of the Company, WMC or any of
its Affiliates or Associates report or is required to report such ownership on
Schedule 13D under the Securities Exchange Act of 1934, as amended;
(2) delete the exception to the definition of Acquiring Person added by the
First Amendment and relating to Entergy Corporation, WCB Holding Corp., Ranger
Acquisition Corp., Ring Acquisition Corp. and their respective Affiliates or
Associates; and
(3) accommodate the issuance of Common Shares in book-entry form.
The foregoing description of the Second Amendment is qualified in its
entirety by reference to the full text of the Second Amendment, which is
attached hereto as Exhibit 3 and is incorporated herein by reference, to the
Rights Agreement, which was attached as Exhibit 4 to the Form 8-K filed by the
Company on June 18, 1996 and is incorporated herein by reference, and to the
First Amendment, which was attached as Exhibit 2 to the Form 8-A/A filed by the
Company on August 1, 2000 and is incorporated herein by reference.
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Item 2. Exhibits.
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Exhibit No. Description
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1. Form of Rights Agreement, dated as of July 1, 1996,
between FPL Group, Inc. and EquiServe Trust Company,
N.A. as successor to Fleet National Bank (formerly
known as The First National Bank of Boston) (filed as
Exhibit 4 to Form 8-K dated June 17, 1996 (File No.
1-8841) and incorporated by reference herein ).
2. Amendment to Rights Agreement, dated as of July 30,
2000, between FPL Group, Inc. and EquiServe Trust
Company, N.A. as successor to Fleet National Bank
(formerly known as The First National Bank of Boston)
as the Rights Agent (filed as Exhibit 2 to Form 8-A/A
dated July 31, 2000 (File No. 1-8841) and
incorporated by reference herein).
3. Second Amendment to Rights Agreement, dated as of
December 26, 2002, between FPL Group, Inc. and
EquiServe Trust Company, N.A. as successor to Fleet
National Bank (formerly known as The First National
Bank of Boston) as the Rights Agent (filed herewith).
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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: January 3, 2003 FPL GROUP, INC.
By: /s/ Dennis P. Coyle
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Name: Dennis P. Coyle
Title: General Counsel and Secretary
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EXHIBIT INDEX
Exhibit No. Description
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3. Second Amendment to Rights Agreement, dated as of
December 26, 2002, between FPL Group, Inc. and
EquiServe Trust Company, N.A. as successor to Fleet
National Bank (formerly known as The First National
Bank of Boston) as the Rights Agent (filed herewith).