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
2
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
FPL GROUP
FYIFAX
Please copy, post or route this important information.
- -----------------------------------
Merger Update #9 November 14, 2000
- -----------------------------------
Merger proxy approved; special shareholder meeting set; filings with state
commissions underway
FPL Group's merger with Entergy continues to move forward following the
approval of registration and joint proxy statements by the Securities and
Exchange Commission. This paves the way for shareholder approval at a special
FPL Group shareholder meeting in New York City December 15.
Employees who own shares of FPL Group stock will be receiving at their
homes within the next few days copies of the joint proxy statement, along with
instructions on voting by mail, telephone or Internet. All shareholders are
urged to vote.
Entergy has filed documents reviewing the benefits of the merger with
several public service commissions in its service territories.
The filed documents include information about estimated expenses, savings
and staff reductions resulting from the merger. While the exact impact of the
merger cannot be determined at this time, we expect net savings in our
regulated and unregulated businesses to be more than $1.7 billion over the
next 10 years. These savings will be achieved through eliminating duplicate
functions, combining similar corporate functions and capitalizing on economies
of scale.
While a synergies study estimates a 5.3 percent reduction over the first
three years in the two companies' utility operations, the transition team will
develop detailed integration plans that will address, among other factors, job
reductions. We would expect these
A CORPORATE COMMUNICATIONS NEWS SERVICE FOR EMPLOYEES OF FPL GROUP
reductions to be achieved through attrition, controlled hiring, workforce
force re-deployment and targeted separation where necessary.
The Florida Public Service Commission earlier this year opened a docket
to review the impact of our merger on customer service and rates. While we do
not have to seek approval from the FPSC on the merger, we will continue to
have discussions with the Commission on these subjects.
Employee Questions and Answers:
Q How can you know how much money will be saved when you don't have
information on the specific jobs to be cut?
The information that appears in Entergy's filings regarding the reduction
of positions was based upon the foreseeable integration of existing
corporate, administrative and back office support areas. The merger
provides an opportunity to consolidate these functions and eliminate
redundant activities. The cost savings specific to the position
reductions were calculated using an average blended salary for the
identified number of positions. These estimates were jointly developed by
the two companies with assistance from consultants.
Q Are these reductions subject to change in the future? The number of
positions identified in the filings are estimates and are subject to
change. The Transition teams will address staffing issues later in the
merger process and may adjust the number of positions accordingly.
Q Will these be voluntary cutbacks? Will employees be offered voluntary
packages? The specific process to achieve the reductions has not yet been
identified. The reductions may be achieved through a variety of different
means including attrition, controlled hiring, workforce re-deployment,
work realignment, and targeted separation where necessary. At this time
we are not anticipating a system where employees volunteer for a
severance program.
Q What should I tell my friends and family that these filings really mean?
These filings are required as part of the many regulatory approvals
associated with the merger. The filings are designed to establish the
overall high level details of the benefits and costs associated with the
merger between FPL Group and Entergy.
Q It has been stated that employees would know if they had a job in the new
organization in December. Is this still true? If not, when and how will
we know? Staffing issues will not be decided until sometime next year.
A CORPORATE COMMUNICATIONS NEWS SERVICE FOR EMPLOYEES OF FPL GROUP
Q What impact will these cutbacks have on field workforce employees? We
would not expect any of the field workforce to be affected by the merger.
Q Have severance packages been determined yet?
The filings include an example severance package of three weeks base pay
per year of service up to a maximum of one year; however, this package
reflects general parameters, not certainties. Specific programs have not
been identified at this time and will require the consideration of the
management and human resources philosophy of the combined companies. Even
after these programs are initially established, the combined company will
reserve the right to adjust the programs as necessary.
Q How many jobs are expected to be eliminated from the FPL Group workforce?
We have estimated the number of job reductions for the combined
utilities. It is premature to know how staffing levels for each company
will be affected.
Q What is the status of the restructuring for the new organization and when
and how will employees find out about layoffs in their area and
companywide?
The transition teams remain focused on the initial planning stages of the
merger as well as preparing for regulatory filings and approvals. No
specific timeline has been established regarding staffing or reductions.
These types of issues will be addressed and communicated later in the
process.
Q What should I do if a reporter asks me to comment on the filing?
All media inquiries should be directed to media relations at
305-552-3888.
A CORPORATE COMMUNICATIONS NEWS SERVICE FOR EMPLOYEES OF FPL GROUP
SEC Required Disclosures
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995
Information in this document may contain 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 Corporation's most
recent reports filed with the Securities and Exchange Commission.
Additional Information and Where to Find It
In connection with the proposed merger, FPL Group, Inc. and Entergy
Corporation will file a joint proxy statement / prospectus with the Securities
and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ
THE JOINT PROXY STATEMENT / PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain
a free copy of the joint proxy statement / prospectus (when available) and
other documents filed by FPL Group, Inc. and Entergy Corporation with the
Commission at the Commission's web site at http://www.sec.gov. Free copies of
the joint proxy statement / prospectus, once available, and each company's
other filings with the Commission may also be obtained from the respective
companies. Free copies of FPL Group's filings may be obtained by directing a
request to FPL Group, Inc., 700 Universe Blvd., P.O. Box 14000, Juno Beach, FL
33408-0420, Telephone: (561) 694-4000. Free copies of Entergy's filings may be
obtained by directing a request to Entergy Corporation, 639 Loyola Avenue, New
Orleans, Louisiana 70113, Telephone: (504) 576-4000.
Participants in Solicitation
FPL Group, Inc., Entergy Corporation and their respective directors, executive
officers and other members of their management and employees may be soliciting
proxies from their respective stockholders in favor of the merger. Information
concerning FPL Group's participants in the solicitation is set forth in FPL
Group's Current Report on Form 8-K filed with the Commission on July 31, 2000,
and information concerning Entergy's participants in the solicitation is set
forth in Entergy's Current Report on Form 8-K filed with the Commission on
July 31, 2000.
A CORPORATE COMMUNICATIONS NEWS SERVICE FOR EMPLOYEES OF FPL GROUP