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.
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