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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 4)
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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 (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") delivered to
Computershare Investor Services, LLC ("Computershare"), as successor to
EquiServe Trust Company, N.A., as successor to Fleet National Bank, a national
banking association (formerly known as The First National Bank of Boston)
("EquiServe"), a Certificate of Adjustment, dated as of March 15, 2004 (the
"Certificate of Adjustment"). The Certificate of Adjustment adjusted the Rights
Agreement, dated as of July 1, 1996, between the Company and EquiServe, as
amended by the Amendment to Rights Agreement, dated as of July 30, 2000 (the
"First Amendment"), between the Company and EquiServe, as amended by the Second
Amendment to Rights Agreement, dated as of December 26, 2002 (the "Second
Amendment"), between the Company and EquiServe, as amended by the Third
Amendment, dated as of January 1, 2004 (the "Third Amendment"), between the
Company and Computershare (collectively, the "Rights Agreement"), in order to
provide for 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.
Following the Stock Split, each preferred share purchase right (a "Right")
entitles the registered holder, until the earlier of the close of business on
June 30, 2006 or the redemption or exchange of the Rights, to purchase from the
Company one two-hundredth of a share of Series A Junior Participating Preferred
Stock, $.01 par value, of the Company ("Preferred Stock"), at the time, at a
price per one one-hundredth of a share of Preferred Stock, and subject to the
other terms and conditions contained in the Rights Agreement. Additionally,
following the Stock Split, each Right will be redeemable at a redemption price
of $.005 per Right.
The foregoing description of the Certificate of Adjustment is qualified in
its entirety by reference to the full text of the Certificate of Adjustment,
which is attached hereto as Exhibit 5 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, 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, to the Second
Amendment, which was attached as Exhibit 3 to the Form 8-A/A filed by the
Company on January 3, 2003, and to the Third Amendment, which was attached as
Exhibit 4 to the Form 8-A/A filed by the Company on December 19, 2003 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 as Exhibit 3 to Form 8-A/A dated
January 3, 2003 (File No. 1-8841) and incorporated by
reference herein).
4. Third Amendment to Rights Agreement, dated as of January
1, 2004, between FPL Group, Inc., Computershare Investor
Services, LLC as the successor rights agent, and
EquiServe Trust Company, N.A. as the predecessor rights
agent (filed as Exhibit 4 to Form 8-A/A dated December
19, 2003 (File No. 1-8841) and incorporated by reference
herein).
5. Certificate of Adjustment to Rights Agreement, 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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5. Certificate of Adjustment to Rights Agreement, dated
March 15, 2005.