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)
<PAGE>
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
Q. If I have a loan on my stock plan, how does that work? If
the company is giving us so much money or stocks, do I get
that amount when my loan is repaid or do I forfeit that
amount?
A. Currently when you obtain a loan for the Savings Fund Plan,
the loan amount is withdrawn from your investments in the
order of the highest market risk to the lowest market risk
(as determined by the trustee) with the stock being the last
withdrawn. When you repay the loan, the payment will be
allocated to the investment funds currently being utilized
by the participant for new contributions to the plan.
Because there is no direct connection between the value of
your investments and the terms of your loan, the conversion
of NIMO stock to cash/shares as a result of the merger has
no impact on the outstanding principal, monthly payment or
duration of your loan. How future or outstanding loans will
be handled after the merger has been finalized has not yet
been determined.
Q. There have been many questions regarding benefits for
management employees during the transition period between
the date the merger agreement was signed (Sept. 4, 2000)
and the merger's closing date. The following response
applies to many of your questions on this topic.
A. During the period between the signing of the merger
agreement (Sept. 4, 2000) and the merger effective date,
Niagara Mohawk shall administer employee benefit and
compensation programs in accordance with their current
terms.
<PAGE>
Q. There have been many questions regarding benefits for
management employees after the merger is completed. The
following response applies to many of your questions on
that topic.
A. For a period of two years following the merger's closing
date, the total value of the compensation and benefits
provided to Niagara Mohawk management employees who
continue employment with National Grid will be, in the
aggregate, as favorable as the compensation and benefits
provided, in the aggregate, to Niagara Mohawk employees
just prior to the merger. National Grid USA will evaluate
all existing benefit and compensation programs at Niagara
Mohawk to determine how they compare with National Grid's
programs and how they will be handled in the future.
Q. There have been many questions regarding credit for years of
service for management employees. The following response
applies to many of your questions on that topic.
A. For any benefit plans that are intended to replace Niagara
Mohawk benefit plans, eligible management employees will
be given credit for Niagara Mohawk past service. Where a
new plan is created that is not intended to replace a
Niagara Mohawk plan, service credit will be determined in
accordance with the plan provisions.
Q. How will the Niagara Mohawk shares in my 401 (k) plan be
treated at the time of closing?
A. Niagara Mohawk shares held in your 401(k) plan will, on the
closing date, be treated the same as all other shares. Upon
closing of the merger, your account will receive a cash
payment or National Grid shares for your Niagara Mohawk
shares. You will then have the option of redirecting the
cash or shares to the other investment options available in
the plan, which will include National Grid shares (American
Depositary Shares also referred to as American Depositary
Receipts or ADR's that trade on the New York Stock
Exchange). Since this transaction would occur inside the
401(k) plan, there would be no current tax implications.
<PAGE>
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.
