Exhibit 99.2
[Logo of Entergy]
For Further Information
Nancy Morovich, Vice President, Investor Relations
Phone 504/576-5506, Fax - 2897
INVESTOR NEWS nmorovi@entergy.com
April 2, 2001
ENTERGY OFFERS DETAILS ON MERGER TERMINATION,
POSTS 2002 EARNINGS GUIDANCE
(New Orleans) - Entergy Corporation (NYSE: ETR) today
offered additional details on the announcement that Entergy and
FPL Group jointly agreed to terminate the merger agreement they
signed last July. The Entergy Board concluded that accepting
various positions taken by FPL would leave Entergy with no merger
of equals, as approved by shareholders. This was considered
inconsistent with the terms of the FPL Group/Entergy merger of
equals for which the financial advisors rendered their fairness
opinions, and further, was inconsistent with other merger of
equals transactions observed in the marketplace.
The Board also believed that there would be no prospects for
regulatory approval because commitments and representations made
to regulators would be violated, and no ability to drive the
unregulated growth businesses in a direction that Entergy
believed would create the most value for its shareholders.
Entergy also noted the following areas of disagreement between
the companies:
- - Governance and Leadership. FPL Chairman and Chief Executive
Officer James L. Broadhead proposed changing the merged company
management structure. This was contrary to the express terms of
the merger agreement as is also described in the proxy statement
issued to shareholders before their approval of the merger in
December.
- - Valuation. Entergy's Board was advised by its financial
advisors, Morgan Stanley Dean Witter and J. P. Morgan, that with
no premium to shareholders and a revised management structure,
the transaction was equivalent to a takeover without a premium.
The merger agreement specifically defined the transaction as a
merger of equals which was an important basis upon which fairness
opinions were rendered to Entergy by its financial advisors.
- - Organizational Structure. The merger agreement provided for
a decentralized organization, with major business units based
away from the corporate headquarters in Juno Beach, Florida. The
business units and locations were specified in the proxy
statement. Since that time, however, FPL expressed unwillingness
to implement the agreed-to organizational structure.
- - Regulatory Issues. The initially proposed management
structure and organizational decentralization were critical to
regulatory approvals in the Entergy service area. FPL expressed
unwillingness to honor these provisions.
- - Risk Management Strategy. Recent changes in regional power
markets and increased commodity price volatility, as evidenced by
recent developments in California, also heightened differences in
the companies' approaches to their non-regulated businesses.
FPL's approach is focused on owning and managing assets to create
value through operations and efficiency improvements. Entergy's
approach emphasizes developing skills, relationships, and
proprietary systems to create value around assets through
superior market knowledge and effective risk management.
Entergy Chairman Robert v.d. Luft said, "We are disappointed
that we were unable to achieve the benefits of the merger;
however, we are confident that our management team will continue
to deliver superior results to our shareholder through other
avenues, as they have done so successfully to date. Just three
years ago, this board conducted a careful, world-wide search for
a Chief Executive Officer and Wayne Leonard and his team have
done an outstanding job. Since this new management team was put
in place, Entergy has produced total shareholder returns of 100
percent through December 29, 2000. In comparison, the S&P 500
returned 25 percent. This team has also exceeded Wall Street's
consensus earnings estimate for eleven straight quarters, with
operational earnings per share growing from $2.22 per share in
1998 to $3.12 in 2000, representing a 41 percent improvement.
Entergy rationalized its portfolio and business mix by divesting
$4 billion of businesses in less than six months and reinvesting
less than $3 billion in businesses that produced earnings of
$0.90 per share, or six times the earnings productivity of the
divested businesses. Despite an aggressive growth strategy, net
debt fell 20 percent from $9.5 billion to $7.6 billion. They
have led a remarkable financial turnaround.
"Furthermore, as CEO, Wayne has served all our stakeholders
by improving service to customers, creating one of the safest and
cleanest companies in the country, implementing programs to
promote diversity and assist low-income customers, and living up
to the commitments we have made to our regulators and
shareholders."
Leonard said, "As we go forward from today's announcement,
we are very optimistic. Entergy is stronger today than it was
eight months ago, and we intend to capitalize on its strengths.
Our optimism is supported by our most recent financial plan
reviewed at our Board of Directors retreat just last week. Our
plan reflects continuing strong growth across all our businesses
producing 2002 earnings per share in the $3.30 to $3.50 range.
This level of earnings is consistent with our long-term
commitment of 8-10 percent as compared to the analysts' consensus
estimates for 2001 of $3.10 of earnings per share.
A summary of the 2001 - 2002 earnings per share guidance is
attached as Table 1 below.
"We have yet to realize all of the upside potential in our
businesses," Leonard continued, "and we are determined to do so
in a manner that benefits all our stakeholders."
Entergy, headquartered in New Orleans, is a U.S. based
global energy company with power production, distribution
operations, and related diversified services. Entergy owns,
manages, or invests in power plants generating nearly 30,000
megawatts of electricity domestically and internationally.
Entergy distributes energy to more than 330,000 customers in
Texas and about 2.5 million customers in the U.S.
Entergy will hold a teleconference call today at 10:00 a.m. CDST
to review the material contained in this release. The
teleconference may be accessed by calling Premiere Conferencing
at (913)-981-4900 no more than 15 minutes prior to the start of
the call. The confirmation number is 795489. For 7 days
following the teleconference, a tape delay will be available and
may be accessed by dialing (719)-457-0820. The confirmation
number is the same. Internet users may also access the
teleconference by visiting Entergy's website at www.entergy.com.
Entergy Offers Details on Merger Termination Posts 2002 Earnings Guidance
April 2, 2001
Page 4 of 5
Table 1. 2001 - 2002 Earnings Guidance Table
(Per share in US $)
2000 Changes in 2001 2001 2002
Operational Guidance Guidance
Range Range
Range of Impact
Impact
Utility Share repurchase & 0.03 0.06 Operating 0.02
excluding other improvement
weather
Suspension of 0.00 0.04 Suspension of 0.03
goodwill goodwill
amortization amortization
----------- ----
2.33 Total 0.03 0.10 2.36 2.43 0.05 2.41 2.48
Entergy Pilgrim Outage and (0.09) (0.08) No Pilgrim 0.08
Nuclear lower PPA Price Outage
Indian Point 3 and 0.13 0.14 Indian Point 3 0.02
Fitzpatrick & Fitzpatrick
Indian Point 2 0.09 0.10 Indian Point 2 0.03
New Project 0.07
----------- ----
0.22 Total 0.13 0.16 0.35 0.38 Total 0.20 0.55 0.58
Entergy No liquidated (0.17) (0.17)
Wholesale damages
Operations
North American & 0.28 0.32 Development 0.06
European projects projects
----------- ----
(0.01) Total 0.11 0.15 0.10 0.14 Total 0.06 0.16 0.20
Entergy Koch Axia Energy & Gulf 0.06 0.11 Trading/Pipeline 0.05
South Pipeline growth
----------- ----
0.19 Total 0.06 0.11 0.25 0.30 0.05 0.30 0.35
Parent & Lower investment (0.13) (0.12) Interest (0.06)
Other income & higher expense
interest expense
------------ -----
0.07 Total (0.13) (0.12) (0.06) (0.05) Total (0.06) (0.12) (0.11)
--------------------------------------------------------------------------------------------
Total 2.80 0.20 0.40 3.00 3.20 0.30 3.30 3.50
Weather 0.32 - - - -
Total 3.12 3.00 3.20 3.30 3.50
including
weather
The following constitutes a "Safe Harbor" statement under the
Private Securities Litigation Reform Act of 1995: Investors
are cautioned that forward-looking statements contained in the
foregoing release with respect to the revenues, earnings,
performance, strategies, prospects and other aspects of the
business of Entergy Corporation may involve risks and
uncertainties. Actual events and results may, for a variety of
reasons, prove to be materially different from those indicated
in these forward-looking statements, estimates and
projections. Factors that could influence actual future
outcomes include regulatory decisions, the effects of changes
in law, the evolution of markets and competition, changes in
accounting, weather, the performance of generating units, fuel
prices and availability, financial markets, risks associated
with businesses conducted in foreign countries, changes in
business plan, the presence of competitors with greater
financial resources and the impact of competitive products and
pricing; the effect of the Entergy Corporation's policies,
including the amount and rate of growth of Entergy
Corporation's expenses; the continued availability to Entergy
Corporation of adequate funding sources and changes in
interest rates; delays or difficulties in the production,
delivery or installation of products and the provision of
services; and various legal, regulatory and litigation risks.
Entergy Corporation undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. For a
more detailed discussion of some of the foregoing risks and
uncertainties, see Entergy Corporation's filings with the
Securities and Exchange Commission.