FORM 425
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 425
(LOGO) NATIONAL GRID GROUP, PLC
(Exact name of registrant as specified in charter)
UNITED KINGDOM
(State or other jurisdiction of
incorporation or organization)
15 Marylebone Road, London NWI 5JD, England
(Address of principal executive offices)
Registrant's telephone number, including area code
(011 44 207 312 5600)
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Filed by National Grid Group plc
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934
Commission File No.: 001-02987
Subject Company: Niagara Mohawk Holdings, Inc.
THE FOLLOWING IS AN EMPLOYEE UPDATE
1. Q. I wanted to ask about the telecommunications side of
the new company, National Grid Group. Is that a
separate subsidiary, the telecommunications portion?
And if so, would the IT department be broken out and
be merged with that portion of the operation and
support telecommunications throughout New York state
as well as Massachusetts and Rhode Island? Would it
become all one big Internet and telecommunications
venture?
A. National Grid Group has several telecommunications
ventures. It owns part of Energis, a publicly traded
company in the United Kingdom. It also is part of
telecom ventures in Brazil, Argentina, Chile and
Poland. National Grid USA has a telecom venture
NEESCom, which leases dark fiber and provides
conditioned building space/cabinets to third parties
for telecommunications purposes. No decisions have
been made yet as to the future structure of IT and
the operations and telecommunications throughout New
York and New England.
2. Q. Will we still have the same Board of Directors or
will there be one board that National Grid Group has?
A. There will be one Board of Directors for National
Grid Group. William Davis and one outside director
of the current Niagara Mohawk Holdings board will
join the National Grid Group board. In addition,
an advisory board, the New York Advisory Board, will
be established for 2 years, to advise the National
Grid Group with respect to matters relating to the
company and New York. The board will consist of up
to 12 current non-executive members of Niagara Mohawk
Holdings' board who are not appointed to National
Grid Group board.
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3. Q. I was wondering if Niagara Mohawk Corp., when we
become a subsidiary of National Grid, will continue
to maintain its board?
A. Niagara Mohawk Power Corporation, like other National
Grid Group subsidiaries, will have a board of
directors after the merger. The board will consist
of executives from Niagara Mohawk Power Corporation
and the National Grid Group.
4. Q. Until the deal is closed, what is the day to day
relationship with National Grid? Is it an "arm's
length" relationship? Are we still managing things?
Could you please describe this.
A. Niagara Mohawk management will continue to be
responsible for managing the company until the merger
has been completed. An integration steering team
comprising members from both companies will be
announced in the near future to facilitate the
transition and integration of the two companies.
Legal guidance from Niagara Mohawk and National
Grid's legal departments will be provided shortly to
the integration steering team and employees to help
define appropriate relationships and interactions
between the two companies during the transition
period.
The proxy statement/prospectus to be filed with the Securities
and Exchange Commission (the "SEC") by National Grid and
Niagara Mohawk in connection with the transaction will contain
important information regarding the transaction and we urge you
to read it and any other relevant documents when they become
available. A free copy of the proxy statement/prospectus and
other documents filed by the two parties with the SEC is
available at the SEC's web site at http://www.sec.gov.
