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 stockholders of ENTERGY CORPORATION to approve; 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 July 30, 2000. FPL GROUP, INC. is under no obligation to (and expressly
disclaims any such obligation to) update or alter its forward-looking statements
whether as a result of new information, future events or otherwise.
* * * * * * * * * * * * * *
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. 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 site at www.sec.gov. The joint proxy
statement/prospectus and these other documents may also be obtained for free
from
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2
FPL GROUP, INC. by directing a request to 700 Universe
Boulevard, Juno Beach, Florida, 33408.
<PAGE>
[FPL Group Logo] [Entergy Logo]
Merrill Lynch
Power & Gas Leaders Conference
September 13, 2000
James L. Broadhead J. Wayne Leonard
Chairman and Chief Executive Officer
Chief Executive Officer
[GRAPHICS OMITTED]
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2
FPL Group [Logo Entergy]
Safe Harbor Statement
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
Corporations most recent reports filed with the Securities and Exchange
Commission.
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[FPL Group Logo] [Entergy Logo]
A Powerful Combination
James L. Broadhead
Chairman and Chief Executive Officer
Merrill Lynch
Power & Gas Leaders Conference
September 13, 2000
[GRAPHICS OMITTED]
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4
[FPL Group Logo] [Entergy Logo]
A Powerful Combination
Creating shareholder value x
Scope and scale to exploit changing marketplace x
Building Franchises x
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5
[FPL Group Logo] [Entergy Logo]
A Powerful Combination
Creating shareholder value x
[GRAPHICS OMITTED]
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[FPL Group Logo] [Entergy Logo]
Creating Shareholder Value
o Transaction is immediately accretive
o Annual synergies of $150 million - $275 million
o Earnings per share growth of 10% or more
o Secure dividend
o $1 billion share repurchase authorization
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[FPL Group Logo] [Entergy Logo]
Substantial Anticipated Synergies
2002-2004 Annual Synergies Growth* ($M)
$375 in 2004
100
=
125
+
50 $200 in 2002
150
+
40
110
-------------------------------------------------------------------------------
Utility Competitive Competitive Total Synergies
CapEx
* Synergies are pre-tax and do not include cost to achieve.
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[FPL Group Logo] [Entergy Logo]
A Powerful Combination
Creating shareholder value x
Scope and scale to exploit changing marketplace x
[GRAPHICS OMITTED]
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[FPL Group Logo] [Entergy Logo]
Creating an Industry Leader
U.S. Utility Ranking
Customers
#1
6.3 million
Generation Capacity
#1
48,000+ MW
Nucler Generation
#2
10,000+ MW
Equity Market Value
#2
$16.4 billion*
* Based on July 29, 2000 data
[GRAPHICS OMITTED]
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[FPL Group Logo] [Entergy Logo]
A Top-Performing Utility
What's Needed for Success Combined Platform
#1 in customers
Strong customer base High growth regions
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[FPL Group Logo] [Entergy Logo]
A Super Regional Utility
Solid and Growing Customer Base
[U.S. Regional Map]
38,400 MW Capacity
6.3 Million Customers
o Service Areas
[GRAPHICS OMITTED]
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[FPL Group Logo] [Entergy Logo]
A Top-Performing Utility
What's Needed for Success Combined Platform
#1 in customers
Strong customer base High growth regions
#1 in generating capacity
Superior generating capacity High plant availability
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[FPL Group Logo] [Entergy Logo]
<TABLE>
<CAPTION>
The Largest Generator - and One of the Cleanest
'000s MW Capacity by Generation Mix
<S> <C>
45
Oil/Other
Coal
30 Nuclear
Gas
15
[Bar Chart Omitted]
0
Combined AEP/CSR SO PE/UCM ETR TXU ED/NU CPL/FPC DUK FPL
Source: RDI, 1998 data
</TABLE>
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[FPL Group Logo] [Entergy Logo]
A Top-Performing Utility
What's Needed for Success Combined Platform
#1 in customers
Strong customer base High growth regions
#1 in generating capacity
Superior generating capacity High plant availability
Quality service Top quartile performer
Low cost operations in reliability, customer
Strong regulatory relations service and price
[GRAPHICS OMITTED]
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[FPL Group Logo] [Entergy Logo]
A Top-Performing Utility
What's Needed for Success Combined Platform
#1 in customers
Strong customer base High growth regions
#1 in generating capacity
Superior generating capacity High plant availability
Quality service Top quartile performer
Low cost operations in reliability, customer
Strong regulatory relations service and price
Other competitive advantages Clean generation
Strong cash flow
[GRAPHICS OMITTED]
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[FPL Group Logo] [Entergy Logo]
A Leading Wholesale Energy Business
What's Needed for Success Combined Platform
9,800 MW, predominantly
Large generation base nuclear and gas
[GRAPHICS OMITTED]
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[FPL Group Logo] [Entergy Logo]
A Leading Wholesale Energy Business
What's Needed for Success Combined Platform
9,800 MW, predominantly
Large generation base nuclear and gas
Development pipeline Growing to 30,000+ MW by 2004
[GRAPHICS OMITTED]
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[FPL Group Logo] [Entergy Logo]
A Leading Wholesale Energy Business
What's Needed for Success Combined Platform
9,800 MW, predominantly
Large generation base nuclear and gas
Development pipeline Growing to 30,000+ MW by 2004
Low-cost construction, turbine
Construction skills availability & scale economies
(Shaw)
[GRAPHICS OMITTED]
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19
[FPL Group Logo] [Entergy Logo]
A Leading Wholesale Energy Business
What's Needed for Success Combined Platform
9,800 MW, predominantly
Large generation base nuclear and gas
Development pipeline Growing to 30,000+ MW by 2004
Low-cost construction, turbine
Construction skills availability & scale economies
(Shaw)
Superior plant operations World-class skills
[GRAPHICS OMITTED]
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20
[FPL Group Logo] [Entergy Logo]
A Leading Wholesale Energy Business
What's Needed for Success Combined Platform
9,800 MW, predominantly
Large generation base nuclear and gas
Development pipeline Growing to 30,000+ MW by 2004
Low-cost construction, turbine
Construction skills availability & scale economies
(Shaw)
Superior plant operations World-class skills
Risk management
& asset optimization Top 10 trading company (Koch)
[GRAPHICS OMITTED]
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21
[FPL Group Logo] [Entergy Logo]
A Leading Wholesale Energy Business
What's Needed for Success Combined Platform
9,800 MW, predominantly
Large generation base nuclear and gas
Development pipeline Growing to 30,000+ MW by 2004
Low-cost construction, turbine
Construction skills availability & scale economies
(Shaw)
Superior plant operations World-class skills
Risk management
& asset optimization Top 10 trading company (Koch)
Complementary regional
Regional portfolios presence
[GRAPHICS OMITTED]
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[FPL Group Logo] [Entergy Logo]
Strong Combined Presence in Key Regions
A Leading Independent Power Producer
Northeast
Hub
Midwest
Hub
[U.S. Regional Map]
Western
Hub
Southeast
Hub
Gulf South Hub
o FPL Energy Sites
o Entergy Sites
[GRAPHICS OMITTED]
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[FPL Group Logo] [Entergy Logo]
Large and Growing Unregulated Portfolio
Total MW -- Operating, Firm & Late-stage Development
Projects
17,124 Total MW
4,594 MW Late-stage Development
2,735 MW Announced/Under Construction
1,805 MW Acquired Nuclear
7,990 MW In Operation
[GRAPHICS OMITTED]
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[FPL Group Logo] [Entergy Logo]
Aggressive Development Schedule
Cumulative MW Operating
MW
35,000
30,000
25,000 Late Stage
36% Annual Growth Development
20,000
Announced/
15,000 Under Construction
10,000 Acquired
Nuclear
5,000 Operating
0
2000 2001 2002 2003 2004
[GRAPHICS OMITTED]
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[FPL Group Logo] [Entergy Logo]
Premier National Nuclear Company
What's Needed for Success Combined Platform
Recognized industry leader
Nuclear core competency with turnaround experience
[GRAPHICS OMITTED]
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[FPL Group Logo] [Entergy Logo]
Premier National Nuclear Company
What's Needed for Success Combined Platform
Recognized industry leader
Nuclear core competency with turnaround experience
Large Fleet More than 10,000 MWs
[GRAPHICS OMITTED]
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[FPL Group Logo] [Entergy Logo]
Premier National Nuclear Company
What's Needed for Success Combined Platform
Recognized industry leader
Nuclear core competency with turnaround experience
Large Fleet More than 10,000 MWs
Efficient Operations High plant availability
Management resources Strong, deep bench
[GRAPHICS OMITTED]
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[FPL Group Logo] [Entergy Logo]
Premier National Nuclear Company
What's Needed for Success Combined Platform
Recognized industry leader
Nuclear core competency with turnaround experience
Large Fleet More than 10,000 MWs
Efficient Operations High plant availability
Management resources Strong, deep bench
Experience with license transfer
Strong regulatory interface and extension
[GRAPHICS OMITTED]
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[FPL Group Logo] [Entergy Logo]
Premier National Nuclear Company
What's Needed for Success Combined Platform
Recognized industry leader
Nuclear core competency with turnaround experience
Large Fleet More than 10,000 MWs
Efficient Operations High plant availability
Management resources Strong, deep bench
Experience with license transfer
Strong regulatory interface and extension
Building expertise through
Decommissioning capabilities service contracts
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[FPL Group Logo] [Entergy Logo]
Trading and Marketing - Scale and Skills
What's Needed for Success Combined Platform
Physical gas trading Top 7-9 (7 - 8 BCF/D)
Financial gas trading Top 3-5 (40 - 60 BCF/D)
Electricity trading Top 5-7 (120 million MWh)
Weather derivatives market 30% of market
Access to strategic gas assets 10,000 mile Gateway
Access to power assets 10,000 MWs and growing
Access to resid/gas 100 - 150 MBPD
switching capability
Access to retail load 6.3 million customers
[GRAPHICS OMITTED]
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[FPL Group Logo] [Entergy Logo]
Scale Improves Optionality
Top 15 U.S. Consumers of Natural Gas
BCF/D
2
1 [Bar Chart Omitted]
0
-------------------------------------------------------------------------------
Combined ETR TXU REI CSR FPL NCE/ SO DOW LTV X DUK BS KSE XOM
NSP
Source: RDI, 1999 data
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[FPL Group Logo] [Entergy Logo]
Strong Financial Position
What's Needed for Success Combined Platform
51 - 56% debt to total capital
Negligible goodwill
Financial Flexibility
Interest coverage approximately 3.5x
Substantial cash generation
[GRAPHICS OMITTED]
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[FPL Group Logo] [Entergy Logo]
A Powerful Combination
Creating shareholder value x
Scope and scale to exploit changing marketplace x
Building Franchises x
[GRAPHICS OMITTED]
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[FPL Group Logo] [Entergy Logo]
Merger Status Update
o Positive initial response from regulators
[GRAPHICS OMITTED]
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[FPL Group Logo] [Entergy Logo]
Merger Status Update
o Positive initial response from regulators
o Filed preliminary proxy on 8/25/00
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[FPL Group Logo] [Entergy Logo]
Merger Status Update
o Positive initial response from regulators
o Filed preliminary proxy on 8/25/00
o Obtained transmission interconnection
[GRAPHICS OMITTED]
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[FPL Group Logo] [Entergy Logo]
Merger Status Update
o Positive initial response from regulators
o Filed preliminary proxy on 8/25/00
o Obtained transmission interconnection
o FERC filing
[GRAPHICS OMITTED]
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[FPL Group Logo] [Entergy Logo]
Merger Status Update
o Positive initial response from regulators
o Filed preliminary proxy on 8/25/00
o Obtained transmission interconnection
o FERC filing
o Senior management team named
[GRAPHICS OMITTED]
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[FPL Group Logo] [Entergy Logo]
Merger Status Update
o Positive initial response from regulators
o Filed preliminary proxy on 8/25/00
o Obtained transmission interconnection
o Senior management team named
o Transition committees formed
[GRAPHICS OMITTED]
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[FPL Group Logo] [Entergy Logo]
Unregulated Business Joint Venture
o Development opportunities
o Economies of scale
o Construction costs
- Entergy/Shaw joint venture
o Energy and fuel trading
- Koch/Entergy joint venture
o Overhead
[GRAPHICS OMITTED]
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[FPL Group Logo] [Entergy Logo]
Proposed Joint Venture Structure
Entergy
FPL Energy Wholesale
Operations
o All operating plants o All operating plants
o All late-stage IPP o All late-stage
development projects development projects
JV
o Operations personnel o Operations personnel
o Early-stage development projects
o M&A (Fossil and Nuclear)
o FPLE & EWO non-operating personnel
o Other Miscellaneous Assets
[GRAPHICS OMITTED]
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[FPL Group Logo] [Entergy Logo]
Joint Venture Formation Timeline
o Term sheet
o Hart-Scott-Rodino filing
o JV agreement
o Closing
[GRAPHICS OMITTED]
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[FPL Group Logo] [Entergy Logo]
Accelerated Growth on Target at FPL Group
Continued cost improvement and customer growth at
Florida Power & Light
o 3% or more annual earnings growth
Growing portfolio and project performance improvements at
FPL Energy
o 25% average annual earnings growth at FPL Energy
o New 500 MW, 50/50 joint development project to be announced shortly
Expanding fiber-optic network capacity and customer base
at FPL FiberNet
o Signed contracts with value in excess of $200 million
Expect approximately 10% EPS growth
for FPL Group this year
[GRAPHICS OMITTED]
