SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date earliest event reported) July 30, 2000
Commission Registrant, State of Incorporation, I.R.S. Employer
File Number Address and Telephone Number Identification No.
1-11299 ENTERGY CORPORATION 13-5550175
(a Delaware corporation)
639 Loyola Avenue
New Orleans, Louisiana 70113
Telephone (504) 576-4000
1-10764 ENTERGY ARKANSAS, INC. 71-0005900
(an Arkansas corporation)
425 West Capitol Avenue, 40th Floor
Little Rock, Arkansas 72201
Telephone (501) 377-4000
1-27031 ENTERGY GULF STATES, INC. 74-0662730
(a Texas corporation)
350 Pine Street
Beaumont, Texas 77701
Telephone (409) 838-6631
1-8474 ENTERGY LOUISIANA, INC. 72-0245590
(a Louisiana corporation)
4809 Jefferson Highway
Jefferson, Louisiana 70121
Telephone (504) 840-2734
0-320 ENTERGY MISSISSIPPI, INC. 64-0205830
(a Mississippi corporation)
308 East Pearl Street
Jackson, Mississippi 39201
Telephone (601) 368-5000
0-5807 ENTERGY NEW ORLEANS, INC. 72-0273040
(a Louisiana corporation)
1600 Perdido Building
New Orleans, Louisiana 70112
Telephone (504) 670-3674
1-9067 SYSTEM ENERGY RESOURCES, INC. 72-0752777
(an Arkansas corporation)
Echelon One
1340 Echelon Parkway
Jackson, Mississippi 39213
Telephone (601) 368-5000
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Item 5. Other Events
On July 30, 2000, Entergy Corporation, a Delaware corporation
("Entergy"), FPL Group, Inc., a Florida corporation ("FPL"), WCB
Holding Corp., a Delaware corporation ( the "New Company"),
Ranger Acquisition Corp., a Florida corporation and a wholly-
owned subsidiary of the New Company ("Merger Sub A") and Ring
Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of the New Company ("Merger Sub B") entered into an
Agreement and Plan of Merger (the "Merger Agreement").
Attached as Exhibits and incorporated by reference in their
entirety as Exhibits 2.1 and 99.1 respectively, are copies of the
Merger Agreement and a joint press release of Entergy and FPL
announcing the execution of the Merger Agreement.
Item 7. Exhibits.
2.1 Agreement and Plan of Merger dated as of July 30, 2000,
among FPL Group, Inc., Entergy Corporation, WCB Holding
Corp., Ranger Acquisition Corp. and Ring Acquisition
Corp.
99.1 Joint Press release dated July 31, 2000 announcing the
execution of the Merger Agreement.
99.2 Form of Employment Agreement by and between WCB Holding
Corp. and James L. Broadhead.
99.3 Form of Employment Agreement by and between WCB Holding
Corp. and J.Wayne Leonard.
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CERTAIN INFORMATION CONCERNING PARTICIPANTS
Entergy and certain other persons named below may be deemed to be
participants in the solicitation of proxies of Entergy stockholders to
adopt and approve the Merger Agreement and to approve the Mergers.
The participants in this solicitation may include the directors of
Entergy (Robert v.d. Luft, Maureen S. Bateman, W. Frank Blount, George
W. Davis, Norman C. Francis, Wayne Leonard, Thomas F. McLarty, III,
Kathleen A. Murphy, Paul W. Murrill, James R. Nichols, William A.
Percy, II, Dennis H. Reilley, Wm. Clifford Smith and Bismark A.
Steinhagen) and the officers of Entergy and its subsidiaries (Wayne
Leonard, Chief Executive Officer, Donald C. Hintz, President, Jerry D.
Jackson, Executive Vice President, C. John Wilder, Executive Vice
President and Chief Financial Officer, Frank F. Gallaher, Senior Vice
President, Generation, Transmission and Energy Management, Richard J.
Smith, Senior Vice President, Transition Management, Michael G.
Thompson, Senior Vice President, General Counsel and Secretary, Horace
S. Webb, Senior Vice President, External Affairs, Joseph T. Henderson,
Vice President and General Tax Counsel, Nathan E. Langston, Vice
President and Chief Accounting Officer, Steven C. McNeal, Vice
President and Treasurer, Christopher T. Screen, Assistant Secretary,
Renae E. Conley, President and Chief Executive Officer of Entergy
Louisiana, Inc., Nancy Morovich, Vice President-Investors Relations of
Entergy Services, Inc. and Arthur Wiese, Vice President-Corporate
Communications). The aforementioned directors and officers of Entergy
and its subsidiaries, as a group, may be deemed to beneficially own
approximately less than 1% of Entergy's outstanding common stock or
securities convertible into common stock.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Entergy Corporation
Entergy Arkansas, Inc.
Entergy Gulf States, Inc.
Entergy Louisiana, Inc.
Entergy Mississippi, Inc.
Entergy New Orleans, Inc.
System Energy Resources, Inc.
By: /s/ Nathan E. Langston
Nathan E. Langston
Vice President and
Chief Accounting Officer
Dated: July 31, 2000
