8-KOther Events

NEXTERA ENERGY INC 8-K Report (Jan 28, 2002)

Filed January 28, 2002For Securities:NEENEE-PNNEE-PSNEE-PTNEE-PWNEE-PVNEE-PU

Summary

This 8-K filing from NextEra Energy Inc. (formerly FPL Group, Inc.) on January 28, 2002, primarily provides summarized financial information for the years ended December 31, 2001 and 2000, for both FPL Group and its subsidiary Florida Power & Light Company (FPL). It also discloses a lawsuit filed on January 15, 2002, against FPL Group and several of its current and former directors and officers concerning proxy statements related to a Long Term Incentive Plan (LTIP) and a proposed, but unconsummated, merger with Entergy Corporation. The financial data shows increased operating revenues and net income for both FPL Group and FPL in 2001 compared to 2000, although net income was impacted by merger-related costs. The lawsuit alleges that proxy statements were misleading regarding officer incentive payments and their tax deductibility, and that certain officer payments should be returned. Management intends to seek dismissal of the lawsuit, while a special committee is investigating a shareholder demand related to these payments.

Key Highlights

  • 1FPL Group's operating revenues increased to $8,475 million in 2001 from $7,082 million in 2000.
  • 2FPL Group's net income rose to $781 million in 2001, with diluted EPS of $4.62, up from $704 million and $4.14 in 2000.
  • 3Florida Power & Light Company (FPL) also reported higher operating revenues ($7,477 million in 2001 vs. $6,361 million in 2000) and net income ($694 million in 2001 vs. $622 million in 2000).
  • 4A lawsuit was filed on January 15, 2002, alleging misleading proxy statements concerning FPL Group's Long Term Incentive Plan (LTIP) and a failed merger with Entergy Corporation.
  • 5The lawsuit claims that certain officers retained LTIP payments even though the Entergy merger did not close, and questions the tax deductibility of these payments.
  • 6Plaintiffs seek to void shareholder votes, recover payments made to officers, and obtain compensatory damages and legal fees.
  • 7FPL Group intends to file a motion to dismiss the lawsuit, citing procedural grounds, while a special committee is investigating a related shareholder demand.

Frequently Asked Questions

Both FPL Group and its subsidiary FPL experienced growth in operating revenues and net income for the year ended December 31, 2001, compared to 2000. FPL Group's operating revenues increased from $7,082 million to $8,475 million, and net income grew from $704 million to $781 million. Similarly, FPL saw its operating revenues rise from $6,361 million to $7,477 million, with net income increasing from $622 million to $694 million.

A lawsuit was filed on January 15, 2002, by Roy Oorbeek and Richard Berman against FPL Group, its directors, and officers. The suit alleges that proxy statements related to the company's Long Term Incentive Plan (LTIP) and a proposed merger with Entergy Corporation were false and misleading. Specifically, it claims these statements failed to disclose that officers would retain LTIP payments regardless of the merger's completion and that these payments might not be federally tax-deductible.

The plaintiffs are seeking to have the shareholder votes approving the LTIP and the Entergy merger declared void. They also want the return of payments made to officers under the LTIP, compensatory damages from the individual defendants, and reimbursement for legal fees.

FPL Group and its defendants intend to file a motion to dismiss the lawsuit, arguing that the plaintiffs failed to make a required demand on the board of directors to take action. Additionally, FPL Group's board has established a special committee to investigate a separate shareholder demand concerning the return of payments made to officers.