Filed by FPL Group, Inc.
Pursuant to Rule 425
Under the Securities Act of 1933
Commission File No.: 1-8841
Subject Company: FPL Group, Inc.
The following communications contain certain "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements are based on management's current expectations and are
naturally subject to uncertainty and changes in circumstances. Actual results
may vary materially from the expectations contained herein. The forward-looking
statements herein include statements about future financial and operating
results and the proposed transaction between ENTERGY CORPORATION and FPL GROUP,
INC. The following factors, among others, could cause actual results to differ
materially from those described herein: inability to obtain, or meet conditions
imposed for, governmental approvals for the merger; failure of the shareholders
of FPL GROUP, INC. or the shareholders of ENTERGY CORPORATION to approve the
merger; the risk that the FPL GROUP, INC. and ENTERGY CORPORATION businesses
will not be integrated successfully; and other economic, business, competitive
and/or regulatory factors affecting FPL GROUP, INC.'s business generally. More
detailed information about those factors is set forth in FPL GROUP, INC.'s
filings with the Securities and Exchange Commission, including its Current
Report on Form 8-K dated November 2, 2000.
* * * * * * * * * * * * * *
Investors and security holders are urged to read the joint proxy
statement/prospectus regarding the business combination transaction referenced
in the foregoing information because it contains important information. The
joint proxy statement/prospectus was filed with the Securities and Exchange
Commission by WCB HOLDING CORP. on August 25, 2000, as amended on October 13,
2000 and November 3, 2000. Investors and security holders may review the joint
proxy statement/prospectus and other documents filed by FPL GROUP, INC. and
ENTERGY CORPORATION with the Securities and Exchange Commission at the
Commission's web
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site at www.sec.gov. The joint proxy statement/prospectus and these other
documents may also be obtained for free 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
(561) 694-4694 (504) 576-4212
Attention: Dinah Washam Attention: Christopher T. Screen
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Notice of Special Meeting of Shareholders
FPL Group and Entergy will each hold special meetings of their shareholders on
December 15, 2000 to consider and vote upon a proposal to approve the merger
agreement between FPL Group and Entergy. FPL Group and Entergy shareholders as
of the November 6, 2000 record date will receive the Proxy
Statement/Prospectus detailing how to vote via telephone, internet, mail or in
person. FPL Group shareholders can direct any questions to FPL Group's proxy
solicitor, Innisfree M&A Incorporated, toll-free at 1-888-750-5835. Entergy
shareholders can direct any questions to Entergy's proxy solicitor, Morrow &
Company, toll-free at 1-800-662- 5200. Details regarding the special meetings
of shareholders are shown below:
FPL Group
Friday, December 15, 2000 at 9:00 a.m. local time
Sheraton New York Hotel & Towers
811 Seventh Avenue
New York, NY 10019
Entergy
Friday, December 15, 2000 at 10:00 a.m. central standard time
Hilton New Orleans Riverside
Two Poydras Street
New Orleans, LA 70140
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Vote FOR the merger to own a stake in the nation's
premier energy company.
FPL Entergy
Group
A Powerful Combination
________________________________________________________________________________
Where to get more information
about the merger:
The joint proxy
statement/prospectus
describes the merger in more
detail. If you have any questions,
call our proxy solicitor,
Innisfree M&A Incorporated,
toll-free at 1-888-750-5835.
You may also visit our merger
website at: www.dealinfo.com/fplgroup-entergy
[depiction of box with a check, symbolizing a vote for the merger]
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4
FPL Group and Entergy
A Powerful Combination
________________________________________________________________________________
Vote FOR the merger to own a stake in the nation's
premier energy company.
FPL Entergy
Group
www.dealinfo.com/fplgroup-entergy
[photographs of facilities of proposed combined company and employee;
depiction of box with a check, symbolizing a vote for the merger]
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5
VOTE FOR the merger to own a stake in the nation's
premier energy company.
FPL Group & Entergy Creating an Industry Leader
U.S. Utility Ranking
Customers #1
6.3 million
Generation Capacity #1
48,000+ total megawatts
Nuclear Generation
10,000+ megawatts #2
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Something
This Important
Can't Happen share of FPL Group common The merger will create the
Without You stock you own in a tax-free largest electric utility in the
stock-for-stock exchange. The United States in terms of cus-
As an FPL Group shareholder, FPL Group Board of Directors tomers and generating capacity.
you have an opportunity to own unanimously recommends that
a stake in the nation's premier you vote FOR the merger.
energy company by voting FOR
the merger of these two great
companies. You will receive
one share of combined company
common stock for each
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The merged company
will be the largest
electric utility in
the United States
based on serving
more than 6.3
million customers.
Midwest Hub
Northeast Hub
Western Hub
Southeast Hub
Gulf South Hub
o FPL Energy sites Combined, FPL Group and
o Entergy sites Entergy have competitive
wholesale operations with
almost 10,000 megawatts of
generating capacity.
[map of Southeast United States showing locations of combined utility
operations of the merged company; map of United States showing 5 regional hubs
of operations of combined company]
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6
Please Read the Joint Proxy Statement/Prospectus Carefully.
Please Vote Now!
________________________________________________________________________________
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For the merger to be approved, merger, you MUST actually vote Please see the joint proxy state-
a majority of all outstanding FPL your shares FOR the merger. If ment/prospectus for information
Group common shares must be you take no action at all, it on how to vote:
voted FOR the merger. Please will have the same effect as a
note that if you support the vote against the merger.
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Phone Internet Mail In Person
Follow the simple instructions on your voting instruction form.
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Answers to Questions You May Have
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How will the merger policy. FPL Group currently Group shareholders written
benefit FPL Group pays an annual dividend of instructions for exchanging their
shareholders? $2.16 per share. stock certificates.
The combination of FPL Group When will the merger be Where can I find more information
and Entergy will provide the completed? about the merger?
scope, scale and resources
necessary for achieving competitive Immediately after all state and We encourage you to carefully
investor returns and growth in federal regulatory approvals are read the joint proxy
the rapidly changing energy obtained and the other closing statement/prospectus. If you
marketplace. conditions to the merger agree- have questions, you may call our
ment are satisfied which is proxy solicitor, Innisfree M&A
What will the dividend be expected to be in late 2001. Incorporated, toll-free at 1-888-
on the combined company's 750-5835. FPL Group and
common stock? Should I send in my stock Entergy have also created a
certificates now? website at:
The combined company expects www.dealinfo.com/fplgroup-
to pay a dividend that is consis- No. Shortly after the merger is entergy
tent with FPL Group's dividend completed, we will send FPL
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Please read the joint proxy statement/prospectus dated November 7, 2000, for
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
(561) 694-4694 (504) 576-4212
Attention: Dinah Washam Attention: Christopher T. Screen
[graphics illustrating 4 methods of voting: by phone, internet, mail, or in
person]
