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
Press Release dated December 1, 2000 - FPL Group and Entergy have jointly filed
an application seeking authorization from FERC
[Logo of FPL Group] [Logo for Entergy]
Date: December 1, 2000
For Release: Immediate
Contact: Entergy Corporation: FPL Group:
Morgan Stewart Lisa Kuzel (Investor Relations)
504-576-4238 561-694-4697 [email protected]
[email protected] FPL Media Inquiries:305-552-3888
Nancy Morovich (Investor Relations)
504-576-5506
[email protected]
FPL GROUP, ENTERGY SEEK FERC AUTHORIZATION
TO CREATE LEADING ENERGY COMPANY
JUNO BEACH, Fla. and NEW ORLEANS, La. (Dec. 1, 2000) -
FPL Group, Inc. (NYSE: FPL) and Entergy Corporation (NYSE:
ETR) have jointly filed an application with the Federal
Energy Regulatory Commission for approval of a proposed
merger of equals that would result in one of the leading and
cleanest power companies in the nation.
The companies submitted their application yesterday.
Approval by FERC is one of several requirements leading to
completion of the merger planned during the last quarter of
2001.
"This merger will result in a company with the scope
and scale, as well as the strategies and world-class skills,
to be successful in a competitive marketplace and better
serve our customers," said James L. Broadhead, FPL Group
chairman and chief executive officer. Broadhead will serve
as chairman of the merged company.
In the filing, the companies provide a detailed
description of the proposed transaction, along with expert
testimony on accounting, financial and market power issues.
The application discusses how the merger of equals combines
two well-managed companies and provides for significant
strategic and financial benefits to customers, shareholders
and employees of FPL Group and Entergy.
The filing provides information to assist FERC in its
consideration of three factors it uses to evaluate utility
mergers - (1) the effect on rates, (2) the effect on
regulation, and (3) the effect on competition.
"We believe our proposed merger satisfies the
Commission's review criteria and that the Commission should
find the merger is in the public interest," said J. Wayne
Leonard, Entergy chief executive officer. Leonard will
serve as chief executive officer of the merged company.
One key consideration addressed in the filing is a
requirement for a market power analysis to be performed by
Entergy and FPL Group. The purpose of such an analysis is to
assure FERC that the merger does not adversely affect
regional energy markets in which the combined companies
serve. The competitive analysis performed for the proposed
Entergy/FPL Group merger found no significant market power
issues aside from some minor increases in market
concentration related to the 150-megawatt interconnection
between FPL Group and Entergy. To avoid any appearance of
market power and to receive approval without a formal trial-
type hearing, Entergy has proposed an auction of up to 30
percent of the River Bend Nuclear Station to an unaffiliated
third party. The sale will be long-term at a fixed rate and
cannot be recalled. The sale would not affect the plant
operations, and it would not include the regulated portion
of River Bend.
The filing also details how planned participation by
both organizations in regional transmission organizations
removes concerns that the companies could exercise market
power over transmission facilities.
FPL Group and Entergy have asked FERC to approve the
merger no later than June 1, 2001 - approximately 180 days
from yesterday's filing - in order to complete the merger in
a timely manner and begin providing the benefits of the
merger to customers and shareholders as soon as possible.
In previous filings with several of the state
regulatory commissions who also will be reviewing the
merger, expert testimony has been presented that shows the
combined company expects the merger will provide annual
synergies growing from $200 million to $375 million over the
first few years after closing. Additionally, by sharing
best practices between the various subsidiary companies, FPL
Group and Entergy believe the merger will have no adverse
impact on rates to customers, and, in fact, is expected to
improve reliability and customer service.
Each company has scheduled special shareholder meetings
on Dec. 15 for their respective shareholders to vote on the
merger.
Company Information
Entergy Corporation, with annual revenues of nearly $9
billion, is a major global energy company engaged in power
production, distribution operations, and related diversified
services, with more than 12,200 employees. It is also a
leading provider of wholesale energy marketing and trading
services. Entergy owns, manages or invests in power plants
generating nearly 30,000 megawatts of electricity
domestically and internationally and delivers electricity to
about 2.5 million customers in portions of Arkansas,
Louisiana, Mississippi and Texas. Information is available
on the Internet at www.entergy.com.
FPL Group, with annual revenues of more than $6
billion, is one of the nation's largest providers of
electricity-related services with a generating capacity of
more than 20,000 megawatts. Its principal subsidiary,
Florida Power & Light, serves 3.8 million customer accounts
in Florida. FPL Group employs 11,350 employees and operates
in 17 states. FPL Energy, LLC, FPL Group's independent power
production subsidiary, is a leader in generating electricity
from clean and renewable fuels. Information is available on
the Internet at www.fplgroup.com.
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Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995
This press release 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, hanging 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 have filed a joint proxy statement /
prospectus with the Securities and Exchange Commission.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE JOINT
PROXY STATEMENT / PROSPECTUS BECAUSE IT CONTAINS IMPORTANT
INFORMATION. Investors and security holders may obtain a
free copy of the joint proxy statement / prospectus 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 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.
