8-K 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date earliest event reported) July 30, 2000 Commission Registrant, State of Incorporation, I.R.S. Employer File Number Address and Telephone Number Identification No. 1-11299 ENTERGY CORPORATION 13-5550175 (a Delaware corporation) 639 Loyola Avenue New Orleans, Louisiana 70113 Telephone (504) 576-4000 1-10764 ENTERGY ARKANSAS, INC. 71-0005900 (an Arkansas corporation) 425 West Capitol Avenue, 40th Floor Little Rock, Arkansas 72201 Telephone (501) 377-4000 1-27031 ENTERGY GULF STATES, INC. 74-0662730 (a Texas corporation) 350 Pine Street Beaumont, Texas 77701 Telephone (409) 838-6631 1-8474 ENTERGY LOUISIANA, INC. 72-0245590 (a Louisiana corporation) 4809 Jefferson Highway Jefferson, Louisiana 70121 Telephone (504) 840-2734 0-320 ENTERGY MISSISSIPPI, INC. 64-0205830 (a Mississippi corporation) 308 East Pearl Street Jackson, Mississippi 39201 Telephone (601) 368-5000 0-5807 ENTERGY NEW ORLEANS, INC. 72-0273040 (a Louisiana corporation) 1600 Perdido Building New Orleans, Louisiana 70112 Telephone (504) 670-3674 1-9067 SYSTEM ENERGY RESOURCES, INC. 72-0752777 (an Arkansas corporation) Echelon One 1340 Echelon Parkway Jackson, Mississippi 39213 Telephone (601) 368-5000 Item 5. Other Events On July 30, 2000, Entergy Corporation, a Delaware corporation ("Entergy"), FPL Group, Inc., a Florida corporation ("FPL"), WCB Holding Corp., a Delaware corporation ( the "New Company"), Ranger Acquisition Corp., a Florida corporation and a wholly- owned subsidiary of the New Company ("Merger Sub A") and Ring Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the New Company ("Merger Sub B") entered into an Agreement and Plan of Merger (the "Merger Agreement"). Attached as Exhibits and incorporated by reference in their entirety as Exhibits 2.1 and 99.1 respectively, are copies of the Merger Agreement and a joint press release of Entergy and FPL announcing the execution of the Merger Agreement. Item 7. Exhibits. 2.1 Agreement and Plan of Merger dated as of July 30, 2000, among FPL Group, Inc., Entergy Corporation, WCB Holding Corp., Ranger Acquisition Corp. and Ring Acquisition Corp. 99.1 Joint Press release dated July 31, 2000 announcing the execution of the Merger Agreement. 99.2 Form of Employment Agreement by and between WCB Holding Corp. and James L. Broadhead. 99.3 Form of Employment Agreement by and between WCB Holding Corp. and J.Wayne Leonard. CERTAIN INFORMATION CONCERNING PARTICIPANTS Entergy and certain other persons named below may be deemed to be participants in the solicitation of proxies of Entergy stockholders to adopt and approve the Merger Agreement and to approve the Mergers. The participants in this solicitation may include the directors of Entergy (Robert v.d. Luft, Maureen S. Bateman, W. Frank Blount, George W. Davis, Norman C. Francis, Wayne Leonard, Thomas F. McLarty, III, Kathleen A. Murphy, Paul W. Murrill, James R. Nichols, William A. Percy, II, Dennis H. Reilley, Wm. Clifford Smith and Bismark A. Steinhagen) and the officers of Entergy and its subsidiaries (Wayne Leonard, Chief Executive Officer, Donald C. Hintz, President, Jerry D. Jackson, Executive Vice President, C. John Wilder, Executive Vice President and Chief Financial Officer, Frank F. Gallaher, Senior Vice President, Generation, Transmission and Energy Management, Richard J. Smith, Senior Vice President, Transition Management, Michael G. Thompson, Senior Vice President, General Counsel and Secretary, Horace S. Webb, Senior Vice President, External Affairs, Joseph T. Henderson, Vice President and General Tax Counsel, Nathan E. Langston, Vice President and Chief Accounting Officer, Steven C. McNeal, Vice President and Treasurer, Christopher T. Screen, Assistant Secretary, Renae E. Conley, President and Chief Executive Officer of Entergy Louisiana, Inc., Nancy Morovich, Vice President-Investors Relations of Entergy Services, Inc. and Arthur Wiese, Vice President-Corporate Communications). The aforementioned directors and officers of Entergy and its subsidiaries, as a group, may be deemed to beneficially own approximately less than 1% of Entergy's outstanding common stock or securities convertible into common stock. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Entergy Corporation Entergy Arkansas, Inc. Entergy Gulf States, Inc. Entergy Louisiana, Inc. Entergy Mississippi, Inc. Entergy New Orleans, Inc. System Energy Resources, Inc. By: /s/ Nathan E. Langston Nathan E. Langston Vice President and Chief Accounting Officer Dated: July 31, 2000