Filed by WCB Holding Corp.
Pursuant to Rule 425
Under the Securities Act of 1933
Commission File No.:
Subject Company: WCB Holding Corp.
The following communications contain certain
"forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. These
statements are based on management's current expectations and
are naturally subject to uncertainty and changes in
circumstances. Actual results may vary materially from the
expectations contained herein. The forward-looking statements
herein include statements about future financial and
operating results and the proposed transaction between
ENTERGY CORPORATION and FPL GROUP, INC. The following
factors, among others, could cause actual results to differ
materially from those described herein: inability to obtain,
or meet conditions imposed for, governmental approvals for
the merger; failure of the shareholders of FPL GROUP, INC. or
the stockholders of ENTERGY CORPORATION to approve the
merger; the risk that the FPL GROUP, INC. and ENTERGY
CORPORATION businesses will not be integrated successfully;
and other economic, business, competitive and/or regulatory
factors affecting FPL GROUP, INC.'s business generally. More
detailed information about those factors is set forth in FPL
GROUP, INC.'s filings with the Securities and Exchange
Commission, including its Current Report on Form 8-K dated
July 30, 2000. FPL GROUP, INC. is under no obligation to (and
expressly disclaims any such obligation to) update or alter
its forward-looking statements whether as a result of new
information, future events or otherwise.
* * * * * * * * * * * * * *
Investors and security holders are urged to read the
joint proxy statement/prospectus regarding the business
combination transaction referenced in the foregoing
information because it contains important information. The
joint proxy statement/prospectus was filed with the
Securities and Exchange Commission by WCB HOLDING CORP. on
August 25, 2000. Investors and security holders may review
the joint proxy statement/prospectus and other documents
filed by FPL GROUP, INC. and ENTERGY CORPORATION with the
Securities and Exchange Commission at the Commission's web
site at www.sec.gov. The joint proxy statement/prospectus and
these other documents may also be obtained for free from FPL
GROUP, INC. by directing a request to 700 Universe Boulevard,
Juno Beach, Florida, 33408.
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[FPL Group Logo]
FYIFAX
Please copy, post or route this important information.
Merger Update #7
October 4, 2000
To more effectively leverage the management talent within FPL
Group and Entergy for our future merged company, the two
companies have announced a change in leadership assignments.
Lew Hay, currently president of FPL Energy, is being
designated as the group president of the unregulated
businesses of the merged company. John Wilder, currently
chief financial officer of Entergy, is being designated as
the CFO of the new company.
In light of the companies' stated intent to form a joint
venture to combine elements of their respective unregulated
businesses, Mr. Hay will assume immediately the chairmanship
of an ad hoc task team to identify and implement actions
necessary to achieve that goal.
SEC Required Disclosures
Safe Harbor Statement under the Private Securities
Litigation Reform Act of 1995
Information in this document may contain forward looking
statements within the meaning of the "safe harbor" provisions
of the United States Private Securities Litigation Reform Act
of 1995. Investors are cautioned that such forward-looking
statements with respect to revenues, earnings, performance,
strategies, prospects and other aspects of the businesses of
FPL Group, Inc. and Entergy Corporation are based on current
expectations that are subject to risk and uncertainties. A
number of factors could cause actual results of outcomes to
differ materially from those indicated by such forward
looking statements. These factors include, but are not
limited to, risks and uncertainties relating to: changes in
laws or regulations, changing governmental policies and
regulatory actions with respect to allowed rates of return
including but not limited to return on equity and equity
ratio limits, industry and rate structure, operation of
nuclear power facilities, acquisition, disposal, depreciation
and amortization of assets and facilities, operation and
construction of plant facilities, recovery of fuel and
purchased power costs, decommissioning costs, present or
prospective wholesale and retail competition (included but
not limited to retail wheeling and transmission costs),
political and economic
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risks, changes in and compliance with environmental and
safety laws and policies, weather conditions (including
natural disasters such as hurricanes), population growth
rates and demographic patterns, competition for retail and
wholesale customers, availability, pricing and transportation
of fuel and other energy commodities, market demand for
energy from plants or facilities, changes in tax rates or
policies or in rates of inflation or in accounting standards,
unanticipated delays or changes in costs for capital
projects, unanticipated changes in operating expenses and
capital expenditures, capital market conditions, competition
for new energy development opportunities and legal and
administrative proceedings (whether civil, such as
environmental, or criminal) and settlements and other
factors. Readers are referred to FPL Group, Inc.'s and
Entergy Corporation's most recent reports filed with the
Securities and Exchange Commission.
Additional Information and Where to Find It
In connection with the proposed merger, FPL Group, Inc. and
Entergy Corporation will file a joint proxy
statement/prospectus with the Securities and Exchange
Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO
READ THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES
AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain a free copy of the
joint proxy statement/prospectus (when available) and other
documents filed by FPL Group, Inc. and Entergy Corporation
with the Commission at the Commission's web site at
http://wwwsec.gov. Free copies of the joint proxy
statement/prospectus, once available, and each company's
other filings with the Commission may also be obtained from
the respective companies. Free copies of FPL Group's filings
may be obtained by directing a request to FPL Group, Inc.,
700 Universe Blvd., P.O. Box 14000, Juno Beach, FL
33408-0420, Telephone: (561) 694-4000. Free copies of
Entergy's filings may be obtained by directing a request to
Entergy Corporation, 639 Loyola Avenue, New Orleans,
Louisiana 70113, Telephone: (504) 576-4000.
Participants in Solicitation
FPL Group, Inc., Entergy Corporation and their respective
directors, executive officers and other members of their
management and employees may be soliciting proxies from their
respective stockholders in favor of the merger. Information
concerning FPL Group's participants in the solicitation is
set forth in FPL Group's Current Report on Form 8-K filed
with the Commission on July 31, 2000, and information
concerning Entergy's participants in the
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solicitation is set forth in Entergy's Current Report on Form
8-K filed with the Commission on July 31, 2000.
