Filed by Entergy Corporation
Pursuant to Rule 425 under the Securities Act of 1933
And deemed filed pursuant to Rule 14a-12
Of the Securities Exchange Act of 1934
Subject Company: Entergy Corporation
Commission File No. 1-11299
Slide Show Presentation from July 31, 2000 for Entergy Employee
Meeting
SLIDE 1
A Powerful Combination
[FPL Group Logo][Entergy Logo]
July 31, 2000
SLIDE 2
Leadership
[Picture of James L. Broadhead] James L. Broadhead
Chairman
[Picture of J. Wayne Leonard] J. Wayne Leonard
President and Chief Executive Officer
SLIDE 3
A Merger of Equals
[FPL Group Logo][Entergy Logo]
The Nation's Largest Power Company
Top-Performing Super-Regional Utility
Leading Wholesale Energy Business
SLIDE 4
Transaction Highlights
Merger of Equals: FPL Group Owns 57% (1.0 share)
Entergy Owns 43% (0.585 share)
Management: James L. Broadhead - Chairman
J. Wayne Leonard - President & CEO
Board Members: 8 from FPL Group
7 from Entergy
Corporate HQ: Juno Beach, Florida
New Orleans, Louisiana
Dividend: FPL Group's - Currently $2.16
SLIDE 5
Creating an Industry Leader
U.S. Utility Ranking
[Star Chart depicting]
Customers #1
Generation Capacity #1
Nuclear Generation #2
Equity Market Value #2
SLIDE 6
A Super Regional Utility
Solid and growing customer base
[Map depicting service territory of FPL and Entergy]
SLIDE 7
A Top-Performing Utility
What's Needed for Success Combined Platform
Strong Customer Base #1 in customers
High growth regions
Superior generating capacity #1 in generating capacity
High plant availability
Quality service Top quartile performer
Low cost operations in reliability, customer
Strong regulatory relations service and price
Other competitive advantages Clean generation
Strong cash flow
SLIDE 8
Strong Combined Presence in Key Regions
A Leading Independent Power Producer
[Map of the United States depicting FPL and Entergy IPP sites]
SLIDE 9
Premier National Nuclear Company
What's Needed for Success Combined Platform
Nuclear core competency Recognized leader in industry
with PWR, BWR, turnaround
experience
Large fleet More than 10,000 MWs
Regional economies of scale 2,475 MW in Northeast
Decommissioning capabilities Building expertise through
service contracts
Management resources Strong, deep bench
Strong regulatory interface Experience with license
transfer and extension
Efficient operations High plant availability
SLIDE 10
A Premier Nuclear Company: Ability to
Capitalize on Consolidation in Industry
In nuclear generation - #2 in industry
Largest U.S. Nuclear Operators
(`000s of MW capacity, 2000)
[Bar chart depicting the nuclear generating capacity for
several U.S. nuclear operators, including the combined ETR/FPL]
SLIDE 11
Leading Position in Natural Gas
Generation and Use
In gas use, -- #1 in U.S.
Top 15 Consumers of Natural Gas
(BCF/D)
[Bar chart depicting the natural gas consumption of the top
15 consumers of natural gas, including the combined ETR/FPL]
Source: RDI
SLIDE 12
Financial Strength to Withstand Change
And Thrive in an Industry in Transition
In market cap -- #2 in industry,
Market Caps of SPELEC Companies
[Bar chart depicting the market capitalization in billions of dollars
of the SPELEC companies, including the combined ETR/FPL]
Share of SPELEC's Total Market Cap
[Bar chart depicting the percentage share of the SPELEC market
capitalization of the various SPELEC companies, including the
combined ETR/FPL]
Source: Bloomberg, data as of 7/31/00
SLIDE 13
Questions and Answers
SLIDE 14
A Powerful Combination
[FPL Group Logo][Entergy Logo]
July 31, 2000
JULY 31 EMPLOYEE MEETINGS
Location and Time
ARKANSAS
Time: 9 a.m. & 12:30 p.m.
Host: Hugh McDonald
Location: Little Rock, TCBY - Arkansas Room
MISSISSIPPI
Time: 9 a.m.
Host: Carolyn Shanks
Location: Jackson, Electric Building Auditorium
LOUISIANA
Time: 9 a.m.
Host: Jerry Jackson
Location: Baton Rouge, Choctaw Service Center Auditorium
NEW ORLEANS
Time: 9 a.m.
Host: Don Hintz
Location: Superdome, Rooms 7, 8 and 9, Southeast Quadrant
TEXAS
Beaumont
Time: 8:30 a.m.
Host: Joe Domino
Location: Edison Plaza Cafeteria
Woodlands
Time: 9:30 a.m.
Location: 5th Floor , Parkwood Building
Nuclear plant meetings
Monday, July 31
Echelon
7:30 a.m.
Grand Gulf
10 a.m. and 11 a.m.
ANO
2 p.m. and 3:15 p.m.
TUESDAY, August 1
Pilgrim
7:30 a.m. and 8:45 a.m.
Riverbend
2:30 p.m. and 3:30 p.m.
WEDNESDAY, August 2
Waterford 3
Noon and 1 p.m.
This document is being filed pursuant to rule 425 under the
securities act of 1933 and deemed filed pursuant to rule 14a-12 under
the exchange act of 1934. This document does not constitute an offer
of sale of securities.
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://www.sec.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 the 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
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 Entergy's participants in the
solicitation is set forth in Entergy's Current Report on Form 8-K
filed with the Commission on July 31, 2000.
