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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
The Commission is respectfully requested to send copies of all notices,
orders and communications to:
Jeffrey I. Mullens, P.A. Robert J. Reger, Jr., Esq.
Steel Hector & Davis LLP Thelen Reid & Priest LLP
1900 Phillips Point West 40 West 57th Street
777 South Flagler Drive New York, New York 10019
West Palm Beach, Florida 33401 (212) 603-2000
(561) 650-7257
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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 to be registered hereby are the Corporate Units
of FPL Group, Inc., a Florida corporation (the "Company").
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 and (ii) the form of
prospectus included in the Registration Statement, and the preliminary
prospectus supplement for the Corporate Units dated June 3, 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, which description is incorporated
herein by reference. The final prospectus supplement describing the Corporate
Units will be filed pursuant to Rule 424(b)(5) under the Securities Act and
shall be incorporated by reference into this Registration Statement on Form 8-A.
Item 2. Exhibits.
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Exhibit 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).
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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 to be signed on its behalf by the undersigned, thereto duly authorized.
Dated: June 6, 2002 FPL GROUP, INC.
By: /s/ Paul I. Cutler
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Name: Paul I. Cutler
Title: Assistant Treasurer and
Assistant Secretary
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