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 Article dated August 17, 2000 - Clearer picture of the
merger expected by year's end
Inside Entergy
8/17/00 - Clearer picture of the merger expected by year's end
Entergy employees should know by the end of the year which departments may
have duplicate positions upon the completion of the merger with FPL Group,
CEO Wayne Leonard said in the New Orleans Times-Picayune Sunday. Employees
should also get details on the financial incentive that will be offered for
voluntary severance, Leonard said.
"Although the merger will not be completed for at least 15 months, we have
made a commitment to our employees to give them as much information as we
possibly can as soon as we possibly can," said Leonard. "I want to stress
that we do not anticipate any job reductions until the merger is completed,
which won't be until at least 15 months from now. But employees need to
know about things like this in advance, so they can plan for their own
futures as we plan for the future of the new company."
Although specific details on individual jobs won't be available by
year's end, Leonard said he hopes an initial, general plan will be in
place that will identify areas where cost savings are likely.
Leonard said there is absolutely no expectation of any reductions in the
areas of line crews or customer service staffs. Any duplicate positions will
most likely occur in administrative jobs in the corporate headquarters.
Leonard said Entergy's Commitment to Employees will be kept throughout the
merger process and that the goal is no involuntary separations as a result
of the merger.
The Commitment to Employees states that Entergy will strive to avoid
involuntary reductions in force through proactive actions for those
employees who will no longer have jobs. In accordance with the Employee
Commitment, these proactive steps will include:
- Business Units will anticipate the need for staffing reductions as far
in advance as feasible and mitigate the need for layoffs as much as
possible through attrition, transfers, placement in spin-off
businesses, etc.
- Offer voluntary severance in accordance with the severance plans and
provide outplacement assistance.
- Identify openings in all organizations throughout the company and
actively supporting qualified displaced employees bidding on openings.
- Provide retraining for qualified employees who are accepted for new jobs.
- Provide limited moving expenses for employees who are accepted for new
jobs (one time cash payment).
- Last, involuntary severance in accordance with the severance plans and
outplacement assistance for employees unable to be placed in jobs.
Leonard said the company would also continue to provide information on the
merger to employees as Security Exchange Commission regulations allow.
Because many Entergy employees are also stockholders, Entergy-sponsored
publications are limited in what they can report to employees until after
stockholders vote on the merger.
Inside Entergy is published for Entergy employees by the
Corporate Communications department.
Carl Rhode (crhodeATentergy.com)8+576-4158; L-ENT-8B;
Tricia Geno, manager, employee communications
<PAGE>
Inside Entergy Article dated August 17, 2000 - More merger questions
answered
Inside Entergy
8/17/00 - More merger questions answered
Editor's note: Here are questions sent to Employee Communications through
the Merger Employee Information Center on the EntergyNET. Many other
questions were received, and we are dedicated to getting employees
information as soon as it is available.
Will the Entergy-FPL merger require an affirmative vote of the shareholders
of both companies, or is the recommendation of the Boards of Directors
enough?
Shareholders of both companies must vote to approve the merger.
Will the new Chief Financial Officer, Mr. Lew Hay III, be situated in
New Orleans or Juno Beach?
Mr. Hay's office will be located in the corporate office in Juno Beach.
How will this merger impact the announcement of moving Entergy's Fossil
Group to the Koch Industries building in Houston?
It is too early to have an answer to this question, since the merger is
expected to take at least 15 months to complete. There are a number of
decisions yet to be made as Entergy and FPL are blended together into
the new company.
Fossil Operations' planned move to the Houston area is conditioned upon
several factors. The time frame for the move is contingent on the
Entergy-Koch venture being finalized and the successful negotiation of
a lease in the Koch Building. Now an additional factor has been added -
the merger.
What will determine the price of the new company's stock? Will it be
issued as an IPO with a set value?
The market will determine the price of the new stock, in much the same
way that the market determines the price of ETR and FPL Group stocks
today. We will not issue new shares under an IPO.
Could the .585 to 1 share exchange rate change if Entergy and/or FPL's
stock price changes before the merger deal is closed? What about the
scenario that FPL stock fell, to say, $40-$45 and Entergy stock remained
at $30 per share. Wouldn't that mean that the Entergy stockholder would
receive a significantly lower value for his stock?
The terms of the Merger Agreement keep the exchange ratio fixed. The
practical effect of a fixed exchange is that shareholders from either
company could gain or lose some value by the time the merger closes
depending on the stock performance of their respective companies in
relation to each other.
What impact does the merger have on Arkansas and Texas deregulation?
None. The rules of deregulation were set by lawmakers in those states and
any utility operating in those states must follow them, regardless of who
owns the utilities.
How soon will there be job postings for the merged company?
Since we anticipate that it will take at least 15 months for the merger
to be approved, job postings are still many months away. We do not
anticipate posting jobs for the new company until the merger is approved.
How will pay scales and benefits for the new company be determined?
That is one of the areas transition teams will be studying. We anticipate
that it will take at least a year before those issues are determined.
I am in the Transco organization. Up to this point I have heard nothing on
how the merger is going to affect us. The only question I saw answered
concerning the Transco was a simple "no." Is there any information you can
give us concerning this part of the company's business?
Both Entergy and FPL have expressed their desire to form a Transco and at
this point, each company is following through on its individual plans.
It is too early to determine if these projects might be joined at some
point, although the geographic distance between the two areas could
present obstacles to doing that.
Inside Entergy is published for Entergy employees by the
Corporate Communications department.
Carl Rhode (crhodeATentergy.com)8+576-4158; L-ENT-8B;
Tricia Geno, manager, employee communications
<PAGE>
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.
<PAGE>
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.
