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 (Nuclear News) Article dated August 1, 2000 -
Yelverton discusses merger impact on Nuclear operations
8/01/00 - Yelverton discusses merger impact on Nuclear operations
Safe Harbor Statement under the Private Securities Litigation Reform Act
of 1995
Jerry Yelverton, President and CEO-Entergy Operations met with Nuclear
employees to discuss how the proposed merger between Entergy and the FPL
Group will affect Entergy's Nuclear operations.
While full details of Nuclear's place in the combined company won't be
decided until after the merger, Yelverton told employees to expect bigger
and better from the new company.
This new company will be strong and stable, and have a big impact on the
nuclear industry, Yelverton said. The merger helps protect us from lots of
negatives, including a buy-out, or breaking up and selling the company.
Yelverton also assured employees of their future in the combined company.
"This merger will not negatively affect our nuclear plants or their
employees, in fact, this merger will bring more growth opportunities
for employees," he said.
So, what do we know about Nuclear's position?
* The combined company has the opportunity to be the leader in the nuclear
industry.
* This move gives the new company a total of 48,000 megawatts, and 76 GE
turbines.
* It will be the largest and cleanest power company in the country.
* Nuclear Committee of the merged board will be chaired by current Entergy
Nuclear Committee chairman, George Davis.
* Details of Nuclear issues, such as the location of the combined companies'
Nuclear headquarters, will be decided after the merger is complete.
* Entergy will continue acquisitions of nuclear plants in the northeast;
however, until the merger is complete, FPL will not have "all access" to
Entergy's acquisition details. The FPL board will be kept up-to-date on any
possible deals, but details will not be shared until the companies are
officially merged.
* Resource sharing and Standardization are issues that will be worked out
down the road. For now we'll keep pushing as we have been.
* EOI sites will continue to report to Jerry Yelverton, who will be president
of Nuclear - Northeast, Southwest and Midwest Regions and Acquisitions.
Grand Gulf, ANO, Waterford 3 and River Bend are considered in the
Southwest region. FPL's Tom Plunkett will be president of Nuclear -
Southeast Region (Florida plants) and Best Practices.
What the story on FPL's nukes?
Turkey Point 3 & 4
(TP 1&2 are fossil plants) St. Lucie 1&2
* South of Miami * Hutchinson Island
* Westinghouse PWRs * CE PWRs
* 693 Mw each * 839 Mw each
* TPN 3 licensed in July 1972 * SLN1 licensed in March 1976
* TPN 4 licensed in April 1973 * SLN2 licensed in April 1983
* Filing for license renewal in 2000 * Filing for license renewal in 2002
Historical Plant Performance
Capacity Factor and Production Cost Quartiles based on 1996-98
3-year average.
Capacity Factor and Production Cost $/Mwhr based on 1997-99 average.
Plant Capacity CF Production Production
Factor Quartile Cost $/Mwhr Cost Quartile
Turkey 90.9 Top Decile 17.02 2nd
Point
St. Lucie 87.7 2nd 15.70 2nd
FPL average 89.2 1st 16.31 2nd
ANO 90.5 1st 16.26 2nd
GGNS 90.0 1st 15.32 1st
RB 82.8 3rd 20.31 3rd
W3 80.8 3rd 19.37 3rd
EOI average 86.9 2nd 17.39 2nd
Background
* Turkey Point 3&4 and SLN 1 solely owned by FPL
* SLN 2 - approximately 85 percent owned by FPL, 9 percent by Florida
Municipal Power Agency and 6 percent by Orlando Utilities Commission.
* Steam generators have been replaced at TPN 3&4, and at SLN 1.
Operational Performance
Nuke fleet
Capacity factor
1998 94%
1999 95%
* Turkey Point and St. Lucie's PPRs indicate consistently high performance.
Outage Performance
FPL plant Duration Spending
St. Lucie 1 30 days $19 million
St. Lucie 2 30.8 days $21 million
Turkey Point 3 27.5 days $16 million
Turkey Point 4 24 days $20 million
Financial Performance
* In 1999, actual spending was at or below EOI sites.
* Cost escalations for future years appear comparable to EOI.
* In the past four years, the Turkey Point units spent less than a
million per year in their capital budget.
* Both plants are in extremely good financial condition.
Want more Entergy-FPL merger facts?
Comparing Entergy and FPL
Issue FPL Entergy
Market capitalization $8.8 billion $6.7 billion
Revenues $6.4 billion $8.8 billion
Net income $681 million $595 million
Shares outstanding $170 million $223 million
Operating cash flow $1.6 billion $1.3 billion
Debt to total book capital 44% 52%
Retail customers 3.8 million 2.5 million
Employees 10,717 12,214
Generation capacity
* Utility operations * 16,444 MW * 21,961 MW
* Wholesale operations * 4,165 MW * 5,633 MW
Why merge with FPL?
The FPL Group has the same business philosophy as Entergy. They are our
equals in more ways than one, Yelverton said.
"This merger will take away a lot of risks for us," he said. "It provides
security and makes us more stable. I'm excited for the company. This is good
for the corporation and good for the employees."
Board of directors for both companies felt the same way -- they voted
unanimously Friday in favor of the merger.
What will this merger create?
* #1 in electric utility customers
* #1 in U.S. for generation capacity
* #2 in MW Nuclear generation capacity
* #2 in market capital among U.S. electric utilities
* #5 among independent power producers
For more information, go to http://www.prod.entergy.com/merger/.
Above tables contain 1999 data unless otherwise noted.
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.
Inside Entergy is published for Entergy employees
by the Corporate Communications department.
Jill Smith ([email protected]) 8+437-6393, G-ESC1-CC
Tricia Geno, manager, employee communications
