As filed with the Securities and Exchange Commission on September 8, 2000
File No . 70-____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM U-1 APPLICATION OR DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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Entergy Corporation
639 Loyola Avenue
New Orleans, Louisiana 70013
(Name of company or companies filing this statement
and address of principal executive offices)
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Michael G. Thompson, Esq.
Senior Vice President and General Counsel
Entergy Corporation
639 Loyola Avenue
New Orleans, Louisiana 70013
(504) 576-4000
(Name and addresses of agents for service)
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The Commission is requested to send copies of all notices, orders
and communications in connection with this Application to:
Denise C. Redmann, Esq. William S. Scherman, Esq.
Senior Counsel, Corporate Paul Silverman, Esq.
& Securities William C. Weeden
Entergy Corporation Skadden, Arps, Slate,
639 Loyola Avenue Meagher & Flom LLP
New Orleans, Louisiana 70013 1440 New York Avenue, NW
Washington, DC 20005
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Entergy Corporation ("Entergy"), a Delaware
corporation and a registered holding company under the
Public Utility Holding Company Act of 1935, as amended
("Act"), files this Form U-1 Declaration ("Declaration")
for the purpose of obtaining approval from the Securities
and Exchange Commission ("Commission") to solicit the
proxies of the holders of Entergy common stock in
connection with its proposed merger with FPL Group, Inc.
("FPL Group").
Item 1. Description of Proposed Transaction.
Entergy has entered into a merger agreement
dated as of July 30, 2000 ("Merger Agreement") among
Entergy, FPL Group, WCB Holding Corp. ("Holdco"), Ranger
Acquisition Corp. ("Ranger"), and Ring Acquisition Corp.
("Ring"). A copy of the Merger Agreement is included in
the preliminary proxy materials attached to this
Declaration as Exhibit 1. On July 31, 2000, Entergy and
FPL Group issued a joint press release announcing the
proposed merger and providing related information. A
copy of this press release was attached as Exhibit 99.1
to the Form 8-K filed by Entergy with the Commission on
July 31, 2000, and its contents are hereby incorporated
by reference.
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
change its name to a name that FPL Group and Entergy will
agree upon prior to closing the Merger. Following this
closing, Holdco, under its new name, will register with
the Commission under Section 5 of the Act.
The Merger Agreement makes the approval of that
agreement by Entergy's shareholders (as well as approval
by FPL Group'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 would be held. Specifically,
the Merger Agreement requires Entergy's directors to
seek, and at the meeting they will seek, approval and
adoption of the Merger Agreement by an affirmative vote
of the holders of at least a majority of the Entergy
shares outstanding and entitled to vote at a special
meeting of shareholders as of the applicable record date,
either in person or by proxy, voting as a single class.
A copy of the preliminary proxy materials to be
sent to Entergy shareholders (as well as to FPL Group
shareholders), including a solicitation letter to
Entergy's shareholders, the joint proxy
statement/prospectus, and the Merger Agreement, are
included as Exhibit 1 and incorporated in this
Declaration by reference. Copies of the preliminary
proxy materials were filed with the Commission's Division
of Corporation Finance on August 25, 2000.
Entergy currently intends to mail definitive
proxy materials to its shareholders at least 10 days
prior to the shareholders meeting at which the vote to
approve and adopt the Merger Agreement will be held.
This meeting will be scheduled following Commission
approval of the proxy materials. Section 12(e) of the
Act and Rule 62 under the Act prohibit Entergy from
mailing these materials to its shareholders unless the
Commission first rules this Declaration to be effective.
Accordingly, Entergy respectfully requests the Commission
to grant it authority to provide its shareholders with
these proxy materials in their final form ("Solicita
tion"). Entergy and FPL Group will at a later date file
an application/declaration on Form U-1 requesting
authority to complete the Merger and related
transactions.
Item 2. Fees, Commissions and Expenses.
The estimate of the approximate amount of fees
and expenses payable by Entergy in connection with the
proposed Solicitation is as follows:
Counsel fees $____*
Proxy solicitation firm $____*
Printing expenses $____*
Miscellaneous and
incidental expenses $____*
TOTAL $____*
* To be filed by amendment.
Item 3. Applicable Statutory Provisions.
Section 6(a) of the Acts prohibits a registered
holding company from altering the priorities,
preferences, voting power, or other rights of holders of
its securities except in accordance with a declaration
effective under Section 7 and the order permitting that
declaration to become effective. Section 12(e) of the
Act provides that any solicitation of any proxy regarding
any security of a registered holding company shall be
unlawful if made in contravention of Commission rules.
Rule 62 under the Act prohibits solicitations of this
type unless done pursuant to a declaration that the
Commission has permitted to become effective. Entergy is
filing this Declaration with respect to the proposed
Solicitation in accordance with Rule 62.
To the extent that the Commission considers the
proposed Solicitation to require authorization,
exemption, or approval under any section of the Act or
any Rules and regulations other than those set forth
above, Entergy hereby requests that authorization,
exemption, or approval.
Rule 54 Analysis.
The transactions proposed in this Declaration
are also subject to Section 32(h)(4) of the Act and Rule
54 under the Act. Rule 54 provides that, in determining
whether to approve any transaction that does not relate
to an "exempt wholesale generator" ("EWG") or "foreign
utility company" ("FUCO"), the Commission shall not
consider the effect of the capitalization or earnings of
any subsidiary that is an EWG or FUCO upon the registered
holding company system if paragraphs (a), (b) and (c) of
Rule 53 are satisfied.
Rule 53(a)(1) limits a registered holding
company's financing of investments in EWGs if that
holding company's "aggregate investment" in EWGs and
FUCOs exceeds 50% of its "consolidated retained
earnings." Entergy states that for purposes of Rule
53(a)(1) its "aggregate investment" in EWGs and FUCOs was
approximately $1,047,322,020, representing approximately
36.63% of Entergy's consolidated retained earnings, as of
June 30, 2000. Furthermore, Entergy has complied with
and will continue to comply with the record keeping
requirements of Rule 53(a)(2) concerning affiliated EWGs
and FUCOs. In addition, as required by Rule 53(a)(3), no
more than 2% of the employees of the Entergy's domestic
public utility subsidiary companies would render services
to affiliated EWG's and FUCO's. Finally, none of the
conditions set forth in Rule 53(b), under which the
provisions of Rule 53 would not be available, have been
met.
Item 4. Regulatory Approval.
No state regulatory authority and no federal
regulatory authority, other than the Commission, has
jurisdiction over the proposed Solicitation.
Item 5. Procedure.
Entergy requests the Commission to issue and
publish a notice of the filing of this Declaration not
later than September 22, 2000 and, concurrently with the
issuance and publication of the notice, enter an
appropriate order granting and permitting this
Declaration to become effective.
Entergy hereby (i) waives a recommended
decision by a hearing officer, (ii) waives a recommended
decision by any other responsible officer or the
Commission, (iii) consents that the Division of
Investment Management may assist in the preparation of
the Commission's decision, and (iv) waives a 30-day
waiting period between the issuance of the Commission's
order and the date on which it is to become effective.
Item 6. Exhibits
B-1 Preliminary Proxy Materials with Merger
Agreement attached (Form S-4 Registration
Statement dated August 25, 2000; File No.
333-44522)
B-2 Joint Press Release incorporated by reference
to Exhibit 99.1 to Entergy's Report on Form 8-K
dated July 31, 2000, File No. 1-11299
F Opinion of Counsel
H Proposed Form of Notice
Item 7. Environmental Effects.
The proposed Solicitation does not involve a
major Federal action having a significant effect on the
human environment. No Federal agency has prepared or is
preparing an environmental impact statement with respect
to the proposed Solicitation.
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SIGNATURE
Pursuant to the requirements of the Public
Utility Holding Company Act of 1935, the undersigned
Applicant has duly caused this Declaration on Form U-1 to
be signed on its behalf by the undersigned thereunto duly
authorized.
ENTERGY CORPORATION:
By: /s/ Michael G. Thompson Date: September 8, 2000
Michael G. Thompson
Title: Senior Vice President,
General Counsel and Secretary
