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
Proxy Solicitation Mailout
FPL Group and Entergy
A Powerful Combination
Vote Vote FOR the merger to own a stake in the
For nation's premier energy company.
FPL Group logo Entergy Logo
www.dealinfo.com/fplgroup-entergy
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Something This Important Can't Happen Without You!
As an Entergy shareholder, you have an opportunity to own a
stake in the nation's premier energy company by voting FOR
the merger of FPL Group and Entergy. You will receive .585
of a share of the combined company stock for each share of
Entergy stock you own in a tax-free stock-for-stock
transaction. The Entergy Board of Directors unanimously
recommends that you vote FOR the merger.
The merger will create the largest electric utility in the
United States in terms of customers and generating capacity.
FPL Group & Entergy Creating an Industry Leader
U.S. Utility Ranking
Customers 6.3 million #1
Generation Capacity 48,000 + MW #1
Nuclear Generation 10,000 + MW #2
Vote Vote FOR the merger to own a stake in the
For nation's premier energy company.
FPL Group logo Entergy Logo
A Super Regional Utility
Solid and Growing Customer Base
[map of Southeast United States showing the service area of
the merged company]
38,000 MW Regulated Capacity 6.3 Million Customers
The merged company will be the largest in the United States
serving more than 6.3 million customers.
FPL Group logo Entergy Logo
Strong Combined Presence in Key Regions
A Leading Independent Power Producer
[map of United States showing 5 regional hubs of operations
of combined company - Western, Gulf South, Midwest,
Southeast, and Northeast Hub]
Both companies competitive wholesale operations have almost
10,000 megawatts of generating capacity.
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Please Read the Joint Proxy Statement/Prospectus Carefully.
Please Vote Now!
For the merger to be approved, a majority of all outstanding
Entergy shares must be voted FOR the merger. Please note
that if you support the merger, you MUST actually vote your
shares FOR the merger. If you take no action at all, it
will be considered as a vote against the merger. Please see
the joint proxy statement/prospectus for information on how
to vote:
Phone Internet Mail In Person
Follow the simple instructions on your voting instruction
form.
Answers to Questions You May Have
Q. Why are FPL Group and Entergy proposing to merge?
A. We believe that the merger will provide substantial
strategic and financial benefits to our shareholders,
employees and customers including:
- expanding our generation capacity,
- enhancing our energy marketing and trading an fiber-
optics business,
- broadening our electric distribution platform,
- improving customer service, financial strength and
system reliability, and
- providing a foundation for growth of our unregulated
businesses, and enhancing our revenue growth and cost
savings opportunities.
Q. Why should I vote FOR the merger?
A. The merger will create a premier energy company with a
strong market position in wholesale generation, trading,
marketing, and transportation. As a shareholder, this means
you will own a stake in a company that is uniquely
positioned to be a leading competitor in the energy
industry.
Q. What will the dividend be on the combined company's
common stock?
A. The dividend of the merged company is expected to be
set at the level of the FPL annual dividend in effect at the
time of the merger. The current annual FPL dividend is
$2.16. Given that each Entergy share will be converted to
.585 of a share of the merged company's stock, it is
expected that an Entergy shareholder would receive a
dividend of approximately $1.26. This would be equal to
Entergy's current annual dividend.
Q. If I support the FPL Group-Entergy merger, do I still
need to vote FOR the merger?
A. Yes! If you support the merger, you MUST actually vote
your shares FOR the proposal. If you take no action at all,
it will be considered as a vote against the merger. For the
merger to be approved, a majority of all outstanding shares
must be voted FOR the merger. See your proxy card for
instructions on how to vote.
Q. What should I do next?
A. Carefully read the information contained in the proxy
statement/prospectus that you have received. Please vote to
ensure your shares will be represented at Entergy's special
shareholders meeting scheduled for December 15, 2000.
Q. Should I send in my stock certificates now?
A. No. Shortly after the merger is completed, we will
send Entergy shareholders written instructions for
exchanging their stock certificates.
Q. Where can I find more information about the merger?
A. We encourage you to carefully read the joint proxy
statement/prospectus dated November 7, 2000. If you have
questions, you may call our proxy solicitor, Morrow & Co.,
Inc. at 1-800-662-5200. FPL Group and Entergy have also
created a website at: www.dealinfo.com/fplgroup-entergy.
You may obtain a free copy of the joint proxy
statement/prospectus and other documents incorporated by
reference in it from the appropriate company at the
following addresses:
FPL Group, Inc. Entergy Corporation
700 Universe Boulevard 639 Loyola Avenue
Juno Beach, Florida 33408 New Orleans, Louisiana 70113
Attention: Dinah Washam Attention: Christopher T. Screen
(561) 694-4694 (504) 576-4212
<PAGE>
Vote Vote FOR the merger to own a stake in the
For nation's premier energy company.
FPL Group logo Entergy Logo A Powerful Combination
Where to get more information about the merger:
If you have any questions, call our proxy solicitor, Morrow
& Co., Inc. at 1-800-662-5200. You may also visit our
merger website at:
www.dealinfo.com/fplgroup-entergy
Please read the joint proxy statement/prospectus dated
November 7, 2000, for more information on the merger. You
may obtain a free copy of the joint proxy
statement/prospectus and other documents incorporated by
reference in it from the appropriate company at the
following addresses:
FPL Group, Inc. Entergy Corporation
700 Universe Boulevard 639 Loyola Avenue
Juno Beach, Florida 33408 New Orleans, Louisiana 70113
Attention: Dinah Washam Attention: Christopher T. Screen
(561) 694-4694 (504) 576-4212
