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Filed by Consolidated Edison, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Consolidated Edison, Inc. (DE)
Commission File No. 333-31390
The following information will be included in a March 8, 2000 Special Edition
of NU Today, a bulletin posted to all employees of Northeast Utilities:
3/8/00 - 11 a.m.
NU Today - Special Edition
SEC authorizes joint proxy statement for Con Edison/NU merger; proxy
materials en-route
On March 1 the Securities and Exchange Commission (SEC) declared the Con
Edison/NU merger joint proxy statement effective. With this regulatory
approval, we're moving closer to combining our strengths with Con Edison's
strengths and becoming one of the largest electric distribution utilities in
the nation.
Our next step involves shareholder approval.
All shareholders - employees, other individual owners and institutions
(banks, pension and mutual funds, etc.) - will soon receive a copy of the
proxy statement which describes the terms of the merger. You can expect to
receive your personal copy of the 234-page document at home within the next
few days.
The proxy statement provides a detailed look at the merger highlighting its
benefits: our improved strategic position, increased distribution assets and
customer base, greater financial strength, and potential expansion
opportunities. You will have 40 days to review the information and decide
how to cast your vote.
A special shareholder meeting is scheduled for April 14 at the Hartford Civic
Center. Shareholders may vote their proxy at any time up until that meeting.
However, since the proxy statement is quite extensive and contains extremely
detailed information, you should begin reviewing it as soon as possible.
There are two items in the proxy statement requiring your vote. First, you
are asked to vote on whether or not to allow NU to amend its declaration of
trust to allow a merger with another company. This item must pass in order
for the 2nd item to pass. The second item you need to vote on is the actual
merger with Con Edison. A proxy voting card accompanies the proxy statement.
After marking your votes, your proxy card must be returned before the April
14th meeting. Remember, not voting is counted as a "no" vote, and the merger
must be approved by a two-thirds majority of all shareholders to pass.
Therefore, we urge all employee shareholders - a group which collectively
controls seven percent of NU's stock - to vote "YES!"
If you own shares in several different places (i.e. 401K, Employee Stock
Purchase Plan, and perhaps through your own private brokerage account), you
will receive a proxy statement and voting card for each of those accounts.
IT IS CRITICAL THAT YOU VOTE EVERY PROXY YOU RECEIVE.
As you read the proxy you'll see how our merger with Con Edison goes well
beyond protecting the 100-plus year investment that employees and
shareholders have made in the NU system. Combined, we'll serve over 6.4
million customers, continue to expand our already strong presence in eight
states, and focus on the increasing opportunities across the 11-state
Northeast region to pursue unregulated business success.
We are in the enviable position of sharing the largest distribution system in
both the New York and New England power pools, and we can anticipate the
opportunity to continue the time-honored responsibilities of serving our
customers and adding value as one of the United States' largest electric
distribution utility.
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The attached documents provide additional information regarding our merger
with Consolidated Edison.
In the weeks ahead, we'll be providing you with information and answers to
Frequently Asked Questions on the issues, Transition Team updates and more.
For assistance with proxy voting and merger related questions please contact:
Your management
Shareholder Services at Berlin extension 4801 or 1-800-794-1104
The Con Edison/NU Merger Information Line at 1-800-558-5947
Corporate Communications at Berlin extension 3256
More information also can be found through the NUnet by reading the Con
Edison/NU Merger News on the Employee Information Board
The vote on our merger with Con Edison is a personal choice, and one which we
hope every employee shareholder sees as an exceptional opportunity to promote
our collective success in the energy marketplace. With NU and Con Edison
working as one, just imagine the possibilities for employees, shareholders
and customers!
