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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): July 30, 2000
FPL GROUP, INC.
(Exact name of registrant as specified in its charter)
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Florida 1-8841 59-2449419
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
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700 Universe Boulevard
Juno Beach, Florida 33408
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (561) 694-4000
N/A
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On July 30, 2000, FPL Group, Inc. (the "Company"), Entergy
Corporation ("Entergy"), WCB Holding Corp. ("WCB"), Ranger Acquisition
Corp. ("Merger Sub A") and Ring Acquisition Corp. ("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 the Company and Entergy announcing
the execution of the Merger Agreement.
In connection with the Merger Agreement, the Company and Fleet
National Bank (f/k/a The First National Bank of Boston), a national banking
association (the "Rights Agent"), entered into an Amendment to the Rights
Agreement dated as of July 30, 2000 (the "Amendment"), amending the Rights
Agreement (the "Rights Agreement") dated as of July 1, 1996, between the
Company and the Rights Agent in order to, among other things, amend the
Rights Agreement to provide that none of Entergy, WCB, Merger Sub A and
Merger Sub B, or any of their respective Affiliates or Associates (each as
defined in the Rights Agreement), will become an Acquiring Person (as
defined in the Rights Agreement) as a result of (i) the adoption, approval,
execution or delivery of the Merger Agreement dated as of July 30, 2000,
among the Company, Entergy, WCB, Merger Sub A and Merger Sub B; (ii) the
public announcement of such adoption, approval, execution or delivery or
(iii) the consummation of the transactions contemplated or permitted by the
terms of the Merger Agreement.
The foregoing description of the Amendment is qualified in its
entirety by reference to the full text of the Amendment, which was attached
as Exhibit 2 to the Form 8-A/A filed by the Company on July 31, 2000 and is
incorporated herein by reference, and to the Rights Agreement which was
attached as Exhibit 4 to the Form 8-K filed by the Company on June 18, 1996
and is incorporated herein by reference.
Attached as Exhibits and incorporated by reference in their
entirety as Exhibits 10.1 and 10.2 respectively, are copies of the
Employment Agreements between WCB and each of James L. Broadhead and J.
Wayne Leonard.
The Company and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the security
holders of the Company in favor of the transactions contemplated by the
Merger Agreement. The directors and executive officers of the Company
include the following: H.J. Arnelle, S.S. Barrat, R.M. Beall, II, J.L.
Broadhead, J.H. Brown, A.M. Codina, D.P. Coyle, M.M. Criser, B.F. Dolan,
W.D. Dover, A.W. Dreyfoos, Jr., P.J. Evanson, D. Lewis, F.V. Malek, T.F.
Plunkett, P.R. Tregurtha and M.W. Yackira. Collectively, as of March 31,
2000, the directors and executive officers of the Company may be deemed to
beneficially own less than 1% of the outstanding shares of the Company
common stock. Security holders of the Company may obtain additional
information regarding the interests of such participants by reading the
joint proxy statement/prospectus relating to the transactions contemplated
by the Merger Agreement when it becomes available.
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.
4.1 Rights Agreement dated as of July 1, 1996, between FPL
Group, Inc. and The First National Bank of Boston, as the
Rights Agent (filed as Exhibit 4 to the Form 8-K of the
Company (File No. 1-8841) filed on June 18, 1996 and
incorporated by reference herein).
4.2 Amendment to the Rights Agreement dated as of July 30, 2000,
between FPL Group, Inc. and Fleet National Bank (f/k/a
The First National Bank of Boston), as the Rights Agent
(filed as Exhibit 2 to the Form 8-A/A filed by the Company
on July 31, 2000 and incorporated by reference herein).
10.1 Employment Agreement dated as of July 30, 2000, between WCB
Holding Corp. and James L. Broadhead.
10.2 Employment Agreement dated as of July 30, 2000, between WCB
Holding Corp. and J. Wayne Leonard.
99.1 Joint Press release dated July 31, 2000 announcing the
execution of the Merger Agreement.
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SIGNATURES
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 thereunto duly authorized.
FPL GROUP, INC.
Date: July 31, 2000 By /s/ Dennis P. Coyle
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Name: Dennis P. Coyle
Title: General Counsel and Secretary
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EXHIBIT INDEX
Exhibit Description
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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.
4.1 Rights Agreement dated as of July 1, 1996, between FPL
Group, Inc. and The First National Bank of Boston, as the
Rights Agent (filed as Exhibit 4 to the Form 8-K of the
Company (File No. 1-8841) filed on June 18, 1996 and
incorporated by reference herein).
4.2 Amendment to the Rights Agreement dated as of July 30, 2000,
between FPL Group, Inc. and Fleet National Bank (f/k/a The
First National Bank of Boston), as the Rights Agent (filed
as Exhibit 2 to the Form 8-A/A filed by the Company on July
31, 2000 and incorporated by reference herein).
10.1 Employment Agreement dated as of July 30, 2000, between WCB
Holding Corp. and James L. Broadhead.
10.2 Employment Agreement dated as of July 30, 2000, between WCB
Holding Corp. and J. Wayne Leonard.
99.1 Joint Press release dated July 31, 2000 announcing the
execution of the Merger Agreement.