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Filed by WCB Holding Corp.
Pursuant to Rule 425
Under the Securities Act of 1933
Commission File No.: [ ]
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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November 30, 2000
Dear Fellow Shareholder:
We have previously sent to you proxy material for the Special Meeting of FPL
Group, Inc. to be held on December 15, 2000. Your Board of Directors has
recommended that FPL Group shareholders vote for the approval of the merger
agreement with Entergy Corporation.
Since approval of the merger requires the affirmative vote of a majority of
the outstanding shares, your vote is important, no matter how many or how few
shares you may own. Please help your company avoid the expense of further
solicitation by signing, dating and returning the enclosed proxy card today in
the envelope provided.
Thank you for your cooperation.
Very truly yours,
/s/ James L. Broadhead
James L. Broadhead
Chairman and Chief Executive Officer
If you have any questions, or need assistance in voting
your shares, please call our proxy solicitor,
INNISFREE M&A INCORPORATED
TOLL-FREE, at 1-888-750-5835.
IMPORTANT NOTE:
If you hold your shares through a bank or broker,
you may be able to vote by telephone, or via the Internet.
Please call Innisfree at 1-888-750-5835 for assistance.
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Please read the joint proxy statement/prospectus dated November 7, 2000,
because it contains important information about the merger. You may obtain a
free copy of the joint proxy statement/prospectus and other documents
incorporated by reference in it from FPL Group, Inc. at the following address:
FPL Group, Inc.
700 Universe Blvd.
Juno Beach, Florida 33408
(561) 694-4694
Attention: Dinah Washam
