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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 3)
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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"), Computershare
Investor Services, LLC ("Computershare"), 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) ("EquiServe"), entered into the Third
Amendment to Rights Agreement, dated as of January 1, 2004 (the "Third
Amendment"), amending 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
(collectively, the "Rights Agreement"), in order to, among other things, amend
the Rights Agreement to provide for the removal of EquiServe as rights agent and
the appointment of Computershare as the new rights agent.
The foregoing description of the Third Amendment is qualified in its
entirety by reference to the full text of the Third Amendment, which is attached
hereto as Exhibit 4 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, and 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 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 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: December 19, 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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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 herewith).