Form 8-A/A
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-A/A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR 12(g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
FPL
GROUP, INC.
(Exact
name of registrant as specified in its charter)
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FLORIDA
(State
of incorporation
or
organization)
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59-2449419
(IRS
Employer
Identification
No.)
|
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700
Universe Boulevard
Juno
Beach, Florida
(address
of principal executive offices)
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33408
(Zip
Code)
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Securities
to be registered pursuant to Section 12(b) of the Act:
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Title
of each Class
to
be so registered
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Name
of exchange on which
each
class is to be registered
|
|
Preferred
Share Purchase Rights
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New
York Stock Exchange
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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 statement file number to which this form relates:
.......................(if
applicable)
Securities
to
be registered pursuant to Section 12(g) of the Act:
None
(Title
of
Class)
FPL
Group, Inc., a Florida corporation (the "Company"), and Computershare Investor
Services, LLC, a Delaware limited liability company, 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")
(the "Rights Agent"), entered into the Fourth Amendment to the Rights
Agreement dated as of December 18, 2005 (the "Fourth Amendment"),
amending the Rights Agreement dated as of July 1, 1996, between the Company
and the Rights Agent (the “Rights Agreement”), as amended by the Amendment to
Rights Agreement, dated as of July 30, 2000 (the "First Amendment"), between
the
Company and EquiServe, the Second Amendment to Rights Agreement, dated as of
December 26, 2002 (the "Second Amendment"), between the Company and EquiServe
and the Third Amendment to Rights Agreement, dated as of January 1, 2004 (the
"Third Amendment"), between the Company, the Rights Agent and EquiServe, in
order to, among other things, amend the Rights Agreement to provide that
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(a)
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none
of Constellation Energy Group, Inc. a Maryland corporation
(“Constellation”) or CF Merger Corporation, a Florida corporation and a
wholly-owned subsidiary of Constellation (“Merger Sub”) or any of their
respective Affiliates or Associates (each as defined in the Rights
Agreement) shall become an Acquiring Person (as defined in the Rights
Agreement) solely as a result of (i) the adoption, approval,
execution or delivery of the Agreement and Plan of Merger dated as
of
December 18, 2005, among the Company, Constellation and Merger Sub
(the “Merger Agreement”), (ii) the public announcement of such
adoption, approval, execution or delivery or
(iii) the consummation of the transactions contemplated or
permitted by the terms of the Merger
Agreement;
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(b)
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the
occurrence of (i) the adoption, approval, execution or delivery of
the Merger Agreement, (ii) the public announcement of such adoption,
approval, execution or delivery or (iii) the consummation of the
transactions contemplated or permitted by the terms of the Merger
Agreement shall not, in each case, individually or collectively,
(A)
be deemed to constitute a Shares Acquisition Date, Distribution Date
(each
as defined in the Rights Agreement) or any other separation of the
Preferred
Share Purchase Rights
issued pursuant to the Rights Agreement (the “Rights”) from the underlying
Common Stock (as defined in the Rights Agreement), (B) entitle or
permit the holders of the Rights to exercise the Rights or otherwise
affect the rights of the holders of the Rights (and shall not give
the
holders of the Rights the right to acquire securities of any party
to the
Merger Agreement or any party to the transactions contemplated or
permitted by the terms of the Merger Agreement), (C) require (or
constitute a transaction requiring) any action pursuant to Section 13
of the Rights Agreement or (D) require that any notice be delivered
pursuant to Section 25 of the Rights Agreement;
and
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(c)
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any
Rights outstanding at the effective time of the merger contemplated
by the
Merger Agreement (the “Effective Time”), and all rights represented
thereby, shall
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automatically
expire and terminate upon the Effective Time without any action on the part
of
the Company, the Rights Agent or any other person.
The
foregoing description of
the
Fourth Amendment is qualified in its entirety by reference to the full text
of the Fourth Amendment, which is attached hereto as Exhibit 5 and is
incorporated herein by reference, and 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 (the “First
8-A/A”) 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 (the
“Second 8-A/A”) and is incorporated herein by reference 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 (the “Third 8-A/A”) and is
incorporated herein by reference.
The
terms
of
the Rights under the Rights Agreement prior to the Fourth Amendment were
described in the initial Form 8-A of the Company with respect thereto filed
on June 20, 1996 and in the First 8A/A, the Second 8A/A and the Third
8A/A.
1.
Rights
Agreement dated as of July 1, 1996, between FPL Group, Inc. and Computershare
Investor Services, LLC, as successor to 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 4 to the Form 8-K of the Company filed
on June 18, 1996 and incorporated by reference herein).
2.
Amendment to Rights Agreement, dated as of July 30, 2000, between FPL
Group, Inc. and Computershare Investor Services, LLC, as successor to 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 of the Company filed on August 1, 2000 and
incorporated by reference herein).
3.
Second Amendment to Rights Agreement, dated as of December 26, 2002,
between FPL Group, Inc. and Computershare Investor Services, LLC, as successor
to 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 of the Company on January 3, 2003 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 successor to Fleet National
Bank (formerly known as The First National Bank of Boston) as predecessor
rights agent (filed as Exhibit 4 to Form 8-A/A of the Company on
December 19, 2003 and incorporated by reference herein).
5.
Fourth Amendment to Rights Agreement, dated as of December 18, 2005,
between FPL Group, Inc. and Computershare Investor Services, LLC, as successor
to 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).
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned thereunto duly authorized.
FPL
GROUP,
INC.,
(Registrant)
By:
/s/ Edward F.
Tancer
___________________________
Name:
Edward F.
Tancer
Title:
Vice President
and General Counsel
Date:
December 19, 2005
Exhibit
No. Description
1.
Rights Agreement dated as of July 1, 1996, between FPL Group, Inc. and
Computershare
Investor Services, LLC, as successor to 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 4 to the Form 8-K of the Company filed
on June 18, 1996 and incorporated by reference herein).
2.
Amendment to Rights Agreement, dated as of July 30, 2000, between FPL
Group, Inc. and Computershare Investor Services, LLC, as successor to 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 of the Company filed on August 1, 2000 and
incorporated by reference herein).
3.
Second Amendment to Rights Agreement, dated as of December 26,
2002, between FPL Group, Inc. and Computershare Investor Services, LLC, as
successor to 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 of the Company on January 3,
2003 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 successor to Fleet National
Bank (formerly known as The First National Bank of Boston) as predecessor
rights agent (filed as Exhibit 4 to Form 8-A/A of the Company on
December 19, 2003 and incorporated by reference herein).
5.
Fourth Amendment to Rights Agreement, dated as of December 18,
2005, between FPL Group, Inc. and Computershare Investor Services, LLC, as
successor to 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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