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
Letter to Entergy Shareholders
[Letterhead of Entergy Corporation]
November 29, 2000
Dear Entergy Shareholders:
Recently, you should have received a proxy statement/prospectus
providing details on Entergy Corporation's proposed merger with FPL
Group, Inc. Enclosed with the proxy statement was a voting card with
instructions on how to vote by phone, internet, mail or in person.
Your Vote Is Very Important To Us!
By voting FOR the merger, you will help us create the largest electric
utility in the nation, with 6.3 million customers and more than 48,000
megawatts of generating capacity. The new company also will include a
sizable unregulated energy group with leadership positions in
electricity generation and energy marketing and trading. We believe
that the combined entity will have the scope, scale and resources that
will be critical to achieving success in the changing energy
marketplace, which will lead to enhanced shareholder value.
Information On Your Dividends
One of the most frequently asked questions we've received from
shareholders since the proposed merger was announced is "What will
happen to my dividends?" I'd like to assure you that dividends to
Entergy shareholders are NOT expected to decrease as a result of the
merger. An example is provided to demonstrate that Entergy
shareholders are expected to receive approximately the same amount of
dividends they receive today, if the merger is approved:
Assume an Entergy shareholder currently owns 1,000 shares of
Entergy Corporation common stock. Given Entergy's current
annual dividend of $1.26 per year, this shareholder receives
$1,260 of dividends per year:
1,000 shares of Entergy x $1.26 per share per year = $1,260
per year
Assuming the merger is approved, this shareholder will receive
0.585 of a share of the merged company for each share of
Entergy stock currently owned. As a result, this
shareholder's holdings in the merged company will be 585
shares:
1,000 shares of Entergy x 0.585 exchange ratio = 585 shares
of merged company
Dividends of the merged company are expected to be set at the
level of the FPL Group annual dividend in effect at the time
of the merger. Assuming the merged company paid FPL Group's
current dividend of $2.16 per share, this shareholder would
receive $1,263.60 per year:
585 shares of merged company x $2.16 per share per year =
$1,263.60 per year
Dividends paid by the merged company are expected to provide
approximately the same level of dividend income to Entergy
shareholders that they currently receive.
Please read the joint proxy statement/prospectus dated November 7,
2000 for more information on the merger. You may obtain a free copy
of the joint proxy statement/prospectus and other documents
incorporated by reference in it from the following address: Entergy
Corporation, 639 Loyola Avenue, New Orleans, LA 70113, Attention:
Christopher T. Screen, 504-576-4212. If you have any questions, you
may also call our proxy solicitor, Morrow & Co., Inc., at 800-662-
5200.
I enthusiastically join with Entergy's Board of Directors in
recommending that you vote FOR the approval of the merger.
Sincerely,
/s/ J. Wayne Leonard
J. Wayne Leonard
Chief Executive Officer
