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
Inside Entergy Article dated August 3, 2000 - Stakeholders react to
Entergy-FPL Merger news
8/03/00 - Stakeholders react to Entergy-FPL merger news
As the surprise wore off from Monday's surprise merger announcement and the
facts came into clearer focus, the reaction from most stakeholders is one of
cautious optimism.
Entergy employees from around the system responded to the surprise
announcement with a lot of curiosity, a little anxiety and a sense of
optimism. Reactions shared with Entergy's proposed counterparts at FPL
Group.
Jurisdiction presidents assured employees that the deal would not dramatically
impact their work or dampen the commitment to customer service.
Jerry Jackson speaking to Louisiana employees in Baton Rouge emphasized
several times that Entergy will "not cut one penny" from customer service
and reliability as a result of the merger.
Entergy Mississippi President Carolyn Shanks reassured her employees that
the strategy of opening customer assistance desks will not change and that
there are no anticipated reductions in field operations.
Joe Domino, Entergy Texas president, reassured employees at an employee
meeting in Beaumont that this is a merger of equals. He added that customers
should see no impact from the change.
As for corporate employees, who couldn't help but see that they could be
most impacted by the possible reduction in duplicated services, they put
aside their anxiety to see the positives. Entergy President Don Hintz
recognized their reservations about the news and said that employees are
better off with this merger and the opportunities it brings in contrast to
the very real possibility of an unsolicited takeover. This view gained the
acceptance of corporate employees, who know this is the start of a long
process that offers opportunity as well as uncertainty.
Naturally, employees have numerous questions. These wide ranging questions
address many good issues but for many it is far too early in the process to
adequately address them. Details on all aspects of the business will be
determined in the months ahead as transition teams begin their work. Both
companies are dedicated to getting information out to employees as it
becomes available.
The financial world has had a mixed response to the announcement. Many
analysts accept the wisdom of the merger but are concerned by what they
see as an uncertain road to regulatory approval. Five state regulatory
bodies and the City of New Orleans must approve the deal.
The stock prices of both companies had a sharp decline following the
announcement but have since rebounded as investors have studied and digested
the merger of information.
The general opinion in the financial world is that this is a positive move
for both companies and that the prices of both stocks will stabilize until
the merger is completed.
State level reactions have been upbeat, while the City of New Orleans
officials have expressed concern over the loss of the Entergy corporate
headquarters. Entergy officials have briefed the City Council and the Mayor
on the move of the utility operations for the combined company to the
Crescent City and this has met with again, cautious optimism.
Carolyn Shanks described the reaction of Mississippi regulators as quite
positive about the opportunities for strengthening the company and possibly
lowering customer costs. Furthermore, she had assured them the merger would
have no impact on our contribution efforts, such as low-income initiatives,
our financial assistance in the Delta, and economic development.
Joe Domino said, "Pat Wood, PUCT chairman, told me that he is delighted. He
knows FP&L well. Wood says it is a good company with a good reputation. He
is particularly impressed by their environmental record, which includes
power produced from non-traditional sources such as wind and solar energy."
Most stakeholders - analyst to employees to politicians to stockholders -
understand that Monday's news is merely the beginning of a long process.
A long process characterized by hard work and opportunity - the opportunity
to be part of a growing, successful major company that will not only survive
but also shape the industry.
<PAGE>
Safe Harbor Statement under the Private Securities
Litigation Reform Act of 1995
This presentation contains 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 or 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 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://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 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
solicitation is set forth in Entergy's Current Report on
Form 8-K filed with the Commission on July 31, 2000.
<PAGE>
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.
