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
Transcript of Media Phone call held on July 31, 2000
J. Frank Wilkinson Brimmer Katcher Co.
PROJECT RING
Conference Call
July 31, 2000
12:00 noon EDT
Chairperson: Mary Lou Kromer, V.P. Corporate Communications
[OP = Operator HW = Horace Webb JB = Jim Broadhead
MK = Mary Lou Kromer WL = Wayne Leonard SP = Unidentified Speaker]
OP: Ladies and gentlemen, thank-you for standing by. Welcome to
the FPL Group Inc. Entergy Corporation Media Teleconference. With
us today we have Mr. James Broadhead, Chairman and Chief
Executive Officer of the FPL Group Inc., and Mr. Wayne Leonard,
Chief Executive Officer of Entergy Corporation. At this time, all
participants are in a listen-only mode. Later we will conduct a
question and answer session. At that time, if you have a
question, you will need to press the "1" followed by the "4" on
your push-button phone. As a reminder, this conference is being
recorded today, July 31, 2000. I would now like to turn the
conference over to Ms Mary Lou Kromer, Vice-President, Corporate
Communications for the FPL Group. Please go ahead, ma'am.
Mary Lou Kromer
Yes, good morning everyone, and welcome to our media
teleconference to review the merger of FPL Group and Entergy, a
merger of equals. I have with me, also, today, Horace Webb, who
is Senior Vice-President of External Affairs for Entergy
Corporation, and as the Operator told you, we have Mr. Jim
Broadhead, Chairman and CEO of FPL Group, and Wayne Leonard, CEO
of Entergy Group. As our announcement mentioned earlier this
morning, Mr. Broadhead will become Chairman of the merged
company, and Mr. Leonard will become CEO.
Let me just review some ground rules for the teleconference
call today. Mr. Broadhead and Mr. Leonard will make brief
comments, followed by a question and answer session, and we have
approximately one hour set aside for this conference. Please
identify yourself to the Operator by name and media outlet. Also
limit your questioning to one question and clarifying or follow-
up question. We'll repeat that process until there are no
remaining questions or we have run out of time.
So, with that, let me turn over the microphone to
Mr. Broadhead.
Jim Broadhead
Thank-you, Mary Lou.
As you've all heard, we announced today that FPL Group and
Entergy have agreed to a merger of equals that creates one of the
largest, strongest and cleanest power companies in the nation,
and it's a transaction that's valued at more than $27 billion.
The combined company will be the number one utility, serving
more than 6.3 million customers in five states, will produce more
electricity than any other company, with a generating capacity of
48,000 mw. We'll also be among the largest independent power
producers, and the largest energy marketing and trading
companies. And we'll have an equity market capitalization of
$6.4 billion.
I think you all know that deregulation is rapidly changing
the utility industry. We think that when all is said and done,
there will be only a relatively small number of electric
companies left operating in the United States. This merger will
give us the size, the scale and the scope to assure that we're
one of those companies. But we've made the move for a number of
reasons, not just size. Our two companies have a common strategy,
first to enhance the operations and service of our electric
utilities in Florida, Louisiana, Arkansas, Texas, and
Mississippi, and second, to aggressively grow our non-regulated
energy businesses.
We both have been successfully executing against that two-
prong strategy, and together we have the size and we have the
skills to be even more successful.
We would expect that our customers - as well as our
shareholders - are going to benefit from this merger. FPL has
been working hard the past decade or more to provide our
customers with customer service that is among the highest in our
industry, and Entergy has made a lot of progress improving
service since Wayne Leonard became CEO a couple of years ago.
We are very excited about working together to grow and to
enhance our combined companies. I think you know that we'll be
locating our corporate headquarters in Juno Beach, Florida. Our
utility group, however, will locate its headquarters in New
Orleans.
Now let me turn it over to Wayne for a few comments before
we take your questions.
Wayne Leonard
Thank-you, Jim.
We couldn't be more pleased about the combination of Entergy
and FPL Group. These are two premier companies in the industry,
and we are dedicated to serving our customers with excellent
service, high reliability, and low-cost power. This merger
combines two strategically-aligned, financially healthy
companies, into an organization that has no equal in the
industry.
We are creating a super-regional utility in the Gulf south
region, spanning from Texas to Florida, and we are creating a
leading wholesale energy business that includes non-regulated
power generation, energy marketing and trading, wholesale fiber
optic capacity, and a number of other energy-based products and
services.
We would expect to grow our earnings per share by more than
10% a year on average, at a rate higher than either of the two
companies would have done on its own. In addition to creating
significant value for our shareholders, our customers and our
communities can count on our new company to carry on the values
shared by Entergy and the FPL Group., safety, quality service,
environmental responsibility, and good corporate citizenship.
Rather than review the specifics covered in our rather
lengthy news release today, we will now be glad to answer your
questions.
HW: Thanks, Wayne. Before we answer your questions - this is
Horace Webb - we ask that you please say your name and your
affiliation, and unless you direct your question to a specific
person, Mr. Broadhead will respond first. Operator, can we have
the first question, please?
Questions and Answers
OP: Ladies and gentlemen, we will now begin the question and
answer session. If you have a question, please press the "1"
followed by the "4" on your push-button phone. You will hear
a three-tone prompt acknowledging your request, and your
questions will be polled in the order they are received. If
your question has been answered and you wish to withdraw
your polling request, you may do so by pressing the "1"
followed by the "3". If you are on a speaker-phone, please
pick up your handset before pressing the numbers. One
moment, please, for your first question.
Your first question is from Keith Darcy from Times
Picayune. Please proceed with your question.
KD: Hi, gentlemen. This is Keith Darcy with the Times Picayune
in New Orleans. Mr. Broadhead, can you tell me how many jobs
would be moving to New Orleans as a result of the relocation
of Florida Power's utility operations here?
JB: We haven't gotten down to that level of detail, Mr. Darcy.
Certainly we're to have the headquarters of the utility
business in New Orleans, but I couldn't tell you that with
respect to any part of the company at this point.
OP: Mr. Darcy, does that answer your question, sir?
KD: It does, thanks.
OP: Thank-you. Your next question is from Katherine Fraser of
Restructuring Today. Please proceed with your question.
[pause] Ms Fraser, please proceed with your question.
MK: All right, Operator, could we have the next question,
please.
OP: Your next question is from Dan McCue from the Stuart News.
Please proceed with your question.
DM: Hi. I want to find out how this is going, this merger - I
know it's kind of a Boardroom merger - but how it's going to
affect your rate payers, say, here in Florida? We're on the
(Treasury Coast?), pretty close to Juno Beach. What is the
customer going to see and feel from this?
JB: Well, the customer, Dan, is going to be still seeing Florida
Power and Light. There certainly is not going to be... there
will no effect on the people you see out in the field, and
our intention is to combine the best practices that we have
in both companies to continue improvements in the quality of
our customer service and the reliability of our system, and
the productivity, so that this can mean less expensive power
in the long-run, for our customers.
DM: Okay, thank-you.
JB: You're welcome.
MK: Thanks, Dan.
OP: Your next question is from Eileen O'Grady of Dow Jones
Newswires. Please proceed.
EO: Good morning or afternoon, wherever you are. It's Eileen
O'Grady with Dow Jones in Houston. My question has to do
with.. Entergy is dealing with restructuring in its states
in several of its - at least two of - its states, whereas
Florida really hasn't moved much. Do you expect this merger,
and also the other change with Carolina Power, and FPC, to
advance Florida's effort to enter... to move forward with
its restructuring, at the state level?
JB: Well, Eileen, I think that this is really unconnected to
restructuring. You probably know that the Governor has
appointed a commission that will study the question of what
sort of structure should we have in Florida for the long-
term, but this really doesn't change the operations of
Florida Power and Light. It doesn't change the ability of
the public service commission to oversee our operations. I
don't know why this would really relate to restructuring. So
I would suspect it will have no impact, but of course, I
can't speak for members of the commission.
EO: My follow-up, then, would be that the two Florida utilities
have basically fought restructuring in Florida, whereas
Entergy has been at least going along and moving the
discussion forward in its states. With the fact that you now
are both owned, and have interests in other states, will
that alleviate or eliminate some of the opposition that
FP&L's had to - even to discussion of - restructuring in
Florida?
JB: Well, in my opinion, we have not fought restructuring in
Florida. What we have fought is the imposition of an unfair
regulator regime which would have resulted from having
merchant plants being built by one group of people, and
deprive Florida Power and Light of the same opportunity. In
other words, it would not have been a fair or level playing
field. And as you know, that view was supported by the
Florida Supreme Court.
We think that we have demonstrated, over the years,
with the reliability improvements, and the reduction in the
cost to the customer of electricity - who are now really
paying all-time low prices for electricity - that we have
the capabilities to provide the people of Florida with
reliable, inexpensive power under any fair set of
regulations, and that's all we really ask for. And I don't
think this combination is going to change our attitude on
that.
EO: Thank-you.
MK: Thank-you, Eileen.
OP: Michael Luftig of Megawatt Daily, please proceed with your
question.
ML: Good afternoon, gentlemen. This is Michael Luftig from
Megawatt Daily. My first question - and I'm in the queue for
a second one later on - is how would the two companies inter-
connect their transmission systems, given that there is some
significant geographic distance between them?
JB: I'll ask Wayne Leonard to respond to that.
WL: As you know, Michael, the SEC has greatly relaxed the
interconnection rules with regard to the Public Utility
Holding Company Act. All you have to do is to have a one-way
pass to meet the criteria. That can be 50, 100 mw, 150 mw.
We're in the process... we've already filed for a pass
through the southern company for something in that range,
and there is substantial capacity available. Of course,
they're obligated to provide it if it's available, and so we
don't expect that to be any problem.
ML: Thank-you.
OP: Your next question is from Howard Buskirk of Energy Daily.
HB: Hi, Howard Buskirk, Energy Daily, here. My first question
was, it can prove difficult, or it has proved difficult in
the past, to do mergers of equals. The guys from Unicom and
PECO have said that it has proven much more difficult than
it would have been to do an acquisition, a straight-out
acquisition. Why did you decide to go the merger-of-equals
route, rather than structuring this more as an acquisition?
I mean, can you tell me what the advantages are, from your
corporation's standpoint?
JB: Well, I think it is a merger of equals, and one of the
advantages of the mergers of equals is, if you want a deal
to work, and that is, if you want it... what's required is
execution, here. Anybody can up with a concept of merging.
It's going to take an energized and motivated work force,
and often, in takeover situations, the people in the
acquired company view themselves as victims. In this case,
there are no victims. It is a merger of equals. It's a
merger of equals clearly by the way we have... the territory
that we are using. We're having the headquarters of the
utility business in New Orleans, the headquarters of the
corporation in Juno Beach. The Board of Directors is split,
the two top positions are divided among us, and I think this
is something that... where there are not going to be
victims, there are going to be energized people from both
companies who are enthusiastic about this, and who will make
this work for the benefit of the customers and the
shareholders.
You, Wayne, may want to add something to that.
WL: I think you have to go back to the fact that this merger of
equals does create the strongest power company in this
country, that has the ability to grow earnings above 10% a
year on average. That, alone, is a compelling argument for
putting the two companies together without a big premium.
But to your point, Howard, I think there is kind of a human
nature argument that says if somebody's in charge, things go
a little easier, but on the other hand, I would certainly
argue that two heads are better than one. And if you get two
people together that honestly want to do the right thing,
and share best practices among themselves, you'll end up
with a better result.
HB: Okay. And then a follow-up. As part of... I understand that
- and I haven't listened to the analyst call - I understand
that part of this deal, this merger of equals, you don't
really have either company paying a premium for the other
one. Obviously... what kind of questions were you getting
from analysts, and how do you see this being viewed by Wall
Street, because there will be no premium?
JB: Well, I think once Wall Street understands what this is
about - which they are rapidly doing, just starting this
morning - they're going to realize that this is creating the
premier power company in the United States, a super-regional
utility with a lot of advantages to the customers and the
shareholders, and in leading and rapidly growing wholesale
business. So I'm confident, as a fairly large shareholder
myself, that this is something that is really good for the
shareholders on both sides.
HB: Thank-you.
OP: Gary Fineout of Daytona Beach News Journal, please proceed
with your question.
GF: Good morning, gentlemen. One thing that has been going on
regarding the deregulation effort in the State of Florida is
this conversation between the two utilities - the two major
utilities - at establishing a separate company to handle
transmission. What is going to happen with that effort, now
that transmission... now that you all have done this merger?
And then, as part of that deregulation issue, is the merger
going to... are you going to be willing to allow companies
to come into Florida's market if they have firm contracts?
JB: Well, on the transmission issue, Gary, we are talking about
what to do about transmission because the Federal Energy
Regulator Commission has required all utilities to come up
with a plan, which would include establishing a regional
transmission organization. The plan is to be submitted this
fall. And we have been talking about what is called a
transco, which is a privately-owned, or investor-owned
transmission company, which we would think would be in the
best interests of the people in Florida.
There is nothing in this transaction... and I might
add, that the same sort of thing is going in Entergy's
territory. There is nothing in this transaction that would
change what we are doing. We think it's a good thing, and
it's really separate from the transaction.
Your second question was allowing out of state bid for
plant. Again, we don't set the rules, and the rules are set
by the Legislature, and by the Court, and the Court has held
that plant may not be built by anyone absent the appropriate
legislation, and I think one of the reasons for the
Governor's commission is to consider whether there should be
legislation changing the regulatory environment. So we'll
have to wait and see what comes out of that commission.
GF: Just as a quick follow-up on that last issue, I guess what
I'm saying is that there is one of your potential
competitors... Calpine is trying to get around the Supreme
Court ruling by saying they're going to have a complete set
of firm contracts before they go on line, as opposed to
Duke, which did not, and they're looking at maybe trying to
get the Legislature, in 2001, to put that into law. Would
you oppose that effort?
JB: First of all, I haven't see what Calpine is proposing. What
we would support would be rules that are fair for all
participants, and that means for us and the other utilities
as well as other outside organizations. And when we... in
other words, if Calpine is allowed to build anywhere it
wants, under any circumstances, sell to whomever it wants,
at whatever price it wants, and we're not, then I would say
something like that would not be fair, and I could tell you
we would not be supportive of that. That isn't fair
competition.
MK: Thanks, Gary. Next question.
OP: Joan Laguardia of the News Press, please proceed with your
question.
JL: Yes, thank-you. I would like to represent the readers who
are very concerned about environmental issues here in
Florida. Is there anything that this merger will affect in
terms of the company's environmental strategies?
JB: Well, I think, as you know, we have a very strong
environmental record. We have among the lowest emissions of
nitrous oxide, sulfur dioxide, particulate, in the nation.
And one of the wonderful things about this transaction is
that we are getting together with the only other company of
any size, in the country, who has a similar record. And we'd
be creating, clearly, the environmental poster child, you
might say, in this industry. We would be a leader in clean
fuel technologies nation-wide. We would have a multiple of
the capacity of clean fuel generation of any other sizable
company. So I think this is a plus, and that's been the
philosophy driving both of our companies, and it's our
philosophy going forward, too. We think that's good for the
customers, and ultimately it will be good for the
shareholders.
JL: Thank-you.
JB: You're welcome.
OP: Tom Harrison of McGraw Hill. Please proceed with your
question.
TH: Hi, it's Tom Harrison with Nucleonics Week. I wanted to see
if someone could talk specifically about what the merger
means for the future of your nuclear operations,
particularly any consolidation of jobs in that area,
potential savings from economies of scale, being a company
with 12 nuclear units rather than 4 or 8? And also, whether
you could talk about whether the combined company will try
to buy more nuclear units?
WL: Okay, this is Wayne Leonard. Let me address that, since
we're the one with the 8 reactors at this point. We're very
excited about this from the standpoint of FP&L, their two
plants, Turkey Point and St. Lucy, are two of the premier-
performing plants in the country. Their record over the last
few years has actually just been quite incredible in terms
of reducing costs and increasing the capacity factors,
reliability of those stations.
The industry, as it is, shares a lot of information,
and FP&L, over the last few years, hasn't shared a lot of
best practices that they've used at that plant. So we're
very interested in finding out exactly what they've learned
and how they're doing what they're doing, because their
record is very enviable, and we plan on applying those best
practices to our 8 existing reactors. We think that will
make us even more competitive in terms of our bidding
process on additional units.
But, as far as additional units, we're not going to go
out and over-pay just because we have two companies put
together. But with the best practices, we, like I said, we
will probably be able to structure our bids maybe better
than we have in the past, find additional savings that we
may not have been able to uncover, with FP&L's help.
TH: I'm sorry, the connection's kind of bad. Did you say that
you are not interested in buying more nuclear units?
WL: No, I'm sorry, just the opposite. There isn't a nuclear unit
out there, I think, that might be for sale, that we wouldn't
consider buying at some price. Both of the two companies
have outstanding records at turning around poor-performing
plants. And so, with the additional depth that it provides
on the talent side, between the two companies, I think that
gives us even more opportunities to acquire plants.
TH: Great. Thanks very much.
OP: Christopher Williams of Dow Jones, please proceed with your
question.
CW: Yes, hi. Thanks. This is Christopher Williams, from Dow
Jones. I know it is billed as a merger of equals, but is
there technically a buyer... is there a company going to be
issuing stock in order to close this deal?
JB: Actually, when you cut through the legal, it's a purchase...
a new company will be formed, but the accounting will be
such that, on the surface, it appears as if it's an
acquisition by FPL Group, under so-called purchase
accounting, but it is a new company, and the reason for
choosing that format had to do with the respective book
values of respective companies for accounting purposes,
going forward. It's really a technical issues.
CW: So... I'm sorry, so what I think I'm understanding by (using
that tool?) it is a purchase accounting deal in which FPL
will be seen as the buyer, right?
JB: For accounting reasons, yes, but it's a merger of equals as
far as it really is a new company, and the responsibilities
and rights in the company will be divided among both
companies.
CW: So, will FPL, then, have to issue new stock?
JB: There will be new stock of the new company, and shareholders
of each one of the companies will get shares. Each
shareholder of FPL will get one share of the new company,
each shareholder of Entergy will get .585 shares of the new
company.
CW: So, in terms of, then, simply having to close this deal,
then, will FPL have to issue stock prior to the formation of
the new company?
JB: No.
CW: Okay. And is there any kind of a break-up fee?
JB: Yes, there are break-up fees of $215 million, which is
within the normal range for the size, and it's on both sides
of the transaction.
CW: And so - my final question - the stocks of both companies
are down sharply. Was there major concern that analysts
expressed on their conference call?
WL: The conference call went very well, and we're very confident
that analysts are - when they take a hard look at the
transaction - are going to see that this is the first real,
I think, superpower in this industry. When you're growing
earnings at 10% a year, I think they're going to find that
very compelling.
CW: Okay, but was there -
MK: Christopher, we need to limit the questioning if we would,
please.
CW: Sorry. Thank-you.
MK: Thank-you, Christopher. We'll get back with you with
additional information.
OP: Your next question is from Matthew Quinn of the Atlanta
Journal. Please proceed with your question.
MQ: Yeah, I'd like to know how the new company will regard
Southern Company? Will it be as a competitor, as a potential
transmission partner, or maybe a potential merger partner,
in the future?
JB: Well, Southern Company would be no more of a competitor than
it is now, and it's a fine company, but we have our eye on
the ball of making this wonderful combination work, and
wouldn't want to speculate about what might happen in the
future.
MQ: Who was speaking?
JB: Jim Broadhead.
MQ: Okay.
JB: Do you have another question?
OP: Your next question is from Keith Darcy from the Times
Picayune. Please state your follow-up question.
KD: Yes, thank-you. I was curious, Mr. Broadhead, about the role
that Entergy's management team played in the discussions,
and the motivations for FPL to enter into this deal.
Obviously, in the last year or so, you guys have been
looking for future management people within the company.
Could you comment on what Entergy brings to the table in
terms of management for the combined company, now?
JB: Well, that is something that certainly impressed our Board
of Directors. We think they have a fine management team, and
they will be actively involved in the management of the new
company, and the very top is the President and Chief
Executive Officer, Wayne Leonard, who I have a lot of
respect for, and who has a fine job with Entergy, and he and
I share the same philosophy of how organizations should run,
and our companies have common strategies. So it's a perfect
fit.
KD: Thank-you.
OP: Eileen O'Grady, from the Dow Jones Newswires. Please state
your follow-up question.
EO: Yes, I'd like to ask about what you have in mind for your
wholesale power marketing operations, if you have talked
about how you might combine those, and how that fits in with
Entergy's deal with Koch?
WL: This is Wayne Leonard. Upon close of the Entergy/Koch
ventures, we would expect to merge the FP&L Group's trading
operations into that group, also, and with the combined
positions the two companies have in terms of residual fuel,
and with natural gas purchasing, that will be a very
compelling trading operation that we have, with Koch.
EO: Will that be located in Houston?
WL: That's correct.
EO: Okay. Thank-you.
OP: Your next question is from Katherine Fraser of Restructuring
Today. Please proceed.
KF: Yeah, I just wanted to know what was the amount of your
natural gas capacity, combined? You talked about being, I
believe, somewhere in this release, the largest gas-fired
producer.
WL: We purchase, on average, together, about 2 bcf a day, and on
peak, as much as 3 bcf a day. So you have... interestingly,
I think, it's the biggest natural gas purchaser in the
country, and FP&L is one of the top two or three, also.
KF: I mean, what's the capacity as far as megawatts for the
plants that use that?
WL: It's in the range of 23,000 mw.
KF: Okay. Thank-you.
JB: We have time for one more question.
OP: Your final question is from Rick Michael of Nuclear News.
Please proceed with your question.
RM: Yes, will there be a new operating company for the nuclear
units after the deal goes through, or will all the units
still be segmented under the operating companies that they
are today?
WL: The units will be segmented. The FP&L units will continue to
report the way they do today, and the Entergy units will
continue to report the way they do today, and then we will
be looking at the optimal structure as for as... from an
operating company support standpoint, but we haven't made
that decision, yet.
RM: Okay. Can I ask a follow-up? That is, one of the gentlemen,
if I'm not mistaken, said that FP&L, in the past, did not do
a lot of sharing of best practices. Can someone expound on
that, why they didn't?
WL: This is Wayne Leonard. I actually mentioned that, and I'm
not trying to imply that they weren't cooperative. Over the
last few years, I think, the last couple of years, I think
they felt like they developed some real, proprietary
practices that were beneficial for their units, and they saw
competition coming, and it was in their best interest, from
an acquisition standpoint of nuclear plants, running their
own units, to not have an open book with regard to what
their best practices were, and I don't think anybody can
fault them for that.
JB: I think an important thing is we both have some excellent
practices that we can share that will be to the benefit of
all of the customers in all of the states.
RM: Thank-you.
JB: You're welcome.
OP: That does conclude the question and answer session. I'll now
turn the conference back over to Ms Kromer for your
presentation or closing remarks.
HW: Well, this is Horace Webb. Thank-you very, very much for
joining us, and if there are any follow-up questions, you
can contact Mary Lou Kromer or you can contact Horace Webb
________ at Entergy.
MK: Or our respective media staff, who are standing by the
phones. Thanks a lot, everyone.
OP: Ladies and gentlemen, that does conclude your conference
call for today. Thank-you for participating and please
disconnect your lines.
[End of Recording]
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.
