form8k031709.htm
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of
earliest event reported: March 17,
2009
Commission
File
Number
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Exact
name of registrants as specified in their
charters,
address of principal executive offices and
registrants’
telephone number
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IRS
Employer
Identification
Number
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1-8841
2-27612
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FPL
GROUP, INC.
FLORIDA
POWER & LIGHT COMPANY
700
Universe Boulevard
Juno
Beach, Florida 33408
(561)
694-4000
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59-2449419
59-0247775
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State or
other jurisdiction of incorporation or
organization: Florida
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
SECTION
8 - OTHER
EVENTS
Item
8.01 Other Events
On March
17, 2009, Florida Power & Light Company (FPL) sold $500 million principal
amount of First Mortgage Bonds, 5.96% Series due April 1, 2039 (Bonds).
The Bonds were sold pursuant to a Prospectus Supplement dated March 11, 2009 to
a Prospectus dated May 3, 2007 and pursuant to Registration Statement Nos.
333-137120, 333-137120-01, 333-137120-02, 333-137120-03, 333-137120-04,
333-137120-05, 333-137120-06, 333-137120-07 and 333-137120-08, as
amended.
On March
19, 2009, FPL Group Capital Inc (FPL Group Capital), a wholly-owned subsidiary
of FPL Group, Inc. (FPL Group), sold $375 million principal amount of its Series
F Junior Subordinated Debentures due 2069 (Debentures). The Debentures
will bear interest at 8.75% per year, payable quarterly. The Debentures
are fully and unconditionally guaranteed on a subordinated basis by FPL
Group. The Debentures were sold pursuant to a Prospectus Supplement
dated March 12, 2009 to a Prospectus dated May 3, 2007 and pursuant to
Registration Statement Nos. 333-137120, 333-137120-01, 333-137120-02,
333-137120-03, 333-137120-04, 333-137120-05, 333-137120-06, 333-137120-07 and
333-137120-08, as amended.
This
Current Report on Form 8-K is being filed to report as exhibits certain
documents in connection with these offerings.
SECTION
9 - FINANCIAL
STATEMENTS AND EXHIBITS
Item
9.01 Financial Statements and Exhibits
(d)
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Exhibits
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The
following exhibits are being filed pursuant to Item 8.01
herein.
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Exhibit
Number
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Description
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FPL
Group
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FPL
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4(a)
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One
Hundred Fourteenth Supplemental Indenture dated as of March 1, 2009
between FPL and Deutsche Bank Trust Company Americas, Trustee
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x
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x
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4(b)
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Officer's
Certificate of FPL Group Capital and FPL Group, dated March 19, 2009,
creating the Series F Junior Subordinated Debentures due 2069
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x
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4(c)
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Replacement
Capital Covenant, dated March 19, 2009 by FPL Group Capital and FPL
Group
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x
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5(a)
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Opinion
and Consent, dated March 17, 2009, of Squire, Sanders & Dempsey
L.L.P., counsel to FPL, with respect to the 5.96% First Mortgage Bonds,
Series due April 1, 2039
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x
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x
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5(b)
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Opinion
and Consent, dated March 17, 2009, of Morgan, Lewis & Bockius LLP,
counsel to FPL, with respect to the 5.96% First Mortgage Bonds, Series due
April 1, 2039
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x
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x
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5(c)
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Opinion
and Consent, dated March 19, 2009, of Squire, Sanders & Dempsey
L.L.P., counsel to FPL Group and FPL Group Capital with respect to the
Series F Junior Subordinated Debentures due 2069
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x
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5(d)
and 8
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Opinion
and Consent, dated March 19, 2009, of Morgan, Lewis & Bockius
LLP, counsel to FPL Group and FPL Group Capital with respect to the Series
F Junior Subordinated Debentures due 2069
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x
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrants have
duly caused this report to be signed on their behalf by the undersigned
thereunto duly authorized.
FPL
GROUP, INC.
FLORIDA
POWER & LIGHT COMPANY
(Registrants)
Date: March
19, 2009
K.
MICHAEL DAVIS
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K.
Michael Davis
Controller
and Chief Accounting Officer of FPL Group, Inc.
Vice
President, Accounting and Chief Accounting Officer of
Florida
Power & Light Company
(Principal
Accounting Officer of the
Registrants)
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