Exhibit H
Proposed Form of Notice
Entergy Corporation (Entergy), 639 Loyola
Avenue, New Orleans, Louisiana 70013, a registered
holding company, has filed a Declaration pursuant to
Sections 6(a)(2), 7, and 12(e) of the Public Utility
Holding Company Act of 1935, as amended (Act), and Rule
62 under the Act.
Entergy has entered into a merger agreement,
dated as of July 30, 2000 (the Merger Agreement), among
Entergy, FPL Group, Inc. (FPL Group), WCB Holding Corp.
(Holdco), Ranger Acquisition Corp. (Ranger), and Ring
Acquisition Corp. (Ring). Under the Merger Agreement,
Ranger, a Florida corporation and wholly-owned subsidiary
of Holdco, will merge into FPL Group, a public utility
holding company exempt from registration under Section
3(a)(1) of the Act pursuant to Rule 2 under the Act, with
FPL Group being the surviving corporation. Ring, a
Delaware corporation and wholly-owned subsidiary of
Holdco, will merge into Entergy, with Entergy being the
surviving corporation. The holders of Entergy and FPL
common stock will exchange their shares for shares of
Holdco common stock on terms and conditions, and in
accordance with procedures, set forth in the Merger
Agreement. Upon completion of the merger, the holders of
FPL Group common stock and Entergy common stock will
together own all of the outstanding shares of Holdco
common stock. Holdco will own all of the outstanding
shares of the corporation surviving the merger of FPL
Group and Ranger and the corporation surviving the merger
of Entergy and Ring (these transactions are referred to
collectively as the "Merger"). Upon completion of the
Merger, Holdco will register with the Commission under
Section 5 of the Act.
The Merger Agreement makes the approval of that
agreement by Entergy's shareholders one of the conditions
precedent to completing the Merger. To obtain this
approval, Entergy must convene a shareholders meeting at
which the necessary vote by shareholders, either in
person or by proxy, would be held. Entergy proposes to
solicit proxies from its common shareholders for this
purpose. Accordingly, it requests that an order
authorizing the solicitation of proxies to be issued
under Rule 62.
At a later date, Entergy and FPL Group will
file an application- declaration with this Commission
requesting authority to complete the Merger.
It appears to the Commission that Entergy's
declaration regarding the proposed solicitation of
proxies should be permitted to become effective
immediately.
IT IS ORDERED, under Rule 62 under the Act,
that the declaration regarding the solicitation of
proxies can become effective immediately, subject to the
terms and conditions contained in Rule 24 under the Act.
