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
Letter from J. Wayne Leonard to Entergy Employees dated August 2,
2000.
[Entergy logo] Entergy Corporation
639 Loyola Avenue
New Orleans, LA 70113
Tel 504 576-5876
Fax 504 576-2776
Email wleonarATentergy.com
J. Wayne Leonard
Chief Executive Officer
August 2, 2000
Dear Entergy Employees and Families,
On July 31, we announced that Entergy and FPL Group, parent
company of Florida Power & Light, have agreed to a merger of
equals, creating the largest power company in the country.
The new company will be the largest U.S. electric utility,
with 6.3 million retail customers. Including regulated and
unregulated businesses, it will also be the nation's largest
power producer. The merger, which was approved by both
companies' boards on Sunday, will provide significant
benefits to our employees, customers and shareholders.
We made this move for many reasons. As you know,
deregulation is rapidly changing the utility industry. To
succeed, companies will have to build clear competitive
advantages. While bigger is not always better, this
combination gives us valuable advantages of scale, for two
key reasons.
First, Florida Power & Light is a premier performer in
customer service and electric generation. It ranks in the
top 10 percent of the industry in plant operations and
customer service and in the top 25 percent for system
reliability. Bringing together the talent of our two
companies, and sharing best practices, will strengthen us
both. Second, Florida Power & Light's strategy is closely
aligned with ours: a commitment to excellent utility
operations and growth in wholesale energy markets with a
focus on clean, low-cost generation from nuclear, gas, and
renewable sources. So combining our two companies will
sharpen our focus, while allowing us to accelerate our
growth and accomplish things we couldn't do on our own.
Florida Power & Light is a natural partner for us. We share
a corporate culture dedicated to safety, operational
excellence, environmental stewardship, corporate citizenship
and diversity in the work force.
We have determined many of our management team members, who
will assume their new positions after the transaction
closes. I will serve as president and CEO of the new
company, and the CEO and Chairman of FPL, James L.
Broadhead, will serve as chairman. Our corporate offices
will be in Juno Beach, Fla. The headquarters for all utility
operations of the new organization (the largest in the
country) will be based here in New Orleans.
Paul Evanson of FPL will be president of the new company's
utility group, which will be headquartered in New Orleans.
He will also remain president of Florida Power & Light. The
five Entergy utilities will be led by their current
presidents and will report to Paul.
In addition, Don Hintz will become president of the
Operations Group in the new company. Reporting to Don will
be: Tony Rodriguez, currently senior vice president of FPL's
Power Generation Division, who will become president of
Fossil Generation Operations; Jerry Yelverton, who will
become president of Nuclear--Northeast, Southwest and
Midwest Regions and Acquisitions; and Tom Plunkett, FPL's
President of Nuclear Division, who will become president of
Nuclear--Southeast Region and Best Practices for the new
company.
Entergy CFO John Wilder will serve as president of the non-
regulated businesses. One of his direct reports will be
Geoff Roberts, currently president and CEO of Entergy
Wholesale Operations, who will serve as president of Power
Development--Fossil.
While this is unquestionably an excellent move for our
company, I realize that change often brings stress and
anxiety for the individuals involved. I believe the best way
to reduce that is by giving you as much information as we
can as quickly as we can. We have attempted to do that
through the online edition of Inside Entergy and a series of
employee meetings. Unfortunately, we don't have all the
specifics worked out at this point. Transition teams made up
of employees from both Entergy and FPL Group will be formed
to study those issues. I am personally committed to sharing
their findings with you as soon as possible.
One thing I can tell you now is that we expect our
aggressive growth strategy to help mitigate the need for job
reductions as a result of the merger. But as with any
merger, it is inevitable that there will be some overlap in
jobs, particularly in the corporate offices. We will do
everything possible to avoid involuntary reductions by
keeping Entergy's Commitment to Employees. And, of course,
we will honor our contracts with union employees.
There are numerous regulatory and other approvals we must
seek, but our objective is to complete the merger within 15
months. Again, we will make every effort to keep you up to
date on developments throughout the process.
Your efforts and accomplishments have provided the
foundation for this outstanding opportunity for our company.
I know I can count on you to keep focused on the business at
hand of serving our customers while we work toward
completing this merger.
Sincerely,
/s/ J. Wayne Leonard
J. Wayne Leonard
<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.
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 the 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
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 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.
