SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934 (Amendment No. )
Filed by the Registrant [X] Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
NORTHEAST UTILITIES
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0- 11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
The following information will be mailed to all
shareholders of Northeast Utilities on March 23, 2000:
NU LOGO
March 23, 2000
107 Selden Street, Berlin, CT 06037
Northeast Utilities Service Company
P.O. Box 270
Hartford, CT 06141-0270
(860) 665-5445
Fax (860) 665-3581
Internet: [email protected]
Michael G. Morris
Chairman, President and Chief
Executive Officer
Dear Shareholder:
As you know, on October 13, 1999, NU and Consolidated Edison, Inc. of New
York (Con Edison) announced a merger that valued NU at more than three times
the level at which our shares traded three years ago. I wanted to share with
you my thoughts on this event.
As a shareholder, I'm sure you're asking yourself questions such as: "Is
this a good deal?" "Is this merger the right thing to do?" A wise person
once said that "context is everything," so let's put this in context. First,
the original deal was designed to provide a per share value to NU
shareholders of approximately $25, assuming a Con Edison share price of at
least $36 at closing. Today, the price of Con Edison shares is lower, and at
its current share price, NU shareholders would receive a somewhat smaller
return at closing. However, NU's current share price already reflects the
announced merger, and we believe that absent the merger, our share price
would be quite a bit lower than it is today.
Therefore, we believe the value of your investment in NU is worth more today
because of our pending merger with Con Edison, and we remain convinced that
the merger is in the best interests of NU shareholders, customers and
employees.
The companies have estimated that the combined company will have revenues on
a pro forma basis of approximately $11.9 billion and total assets of $27.3
billion, as of December 31, 1999. This footing provides the financial
resources that we anticipate will be needed to grow and prosper in the
future. This should help increase the efficiency of our operations, enhance
our ability to deploy advanced technologies, further strengthen our
infrastructure and customer service, and increase shareholder value through
growth in earnings. In short, we believe this combination presents greater
prospects for a bright future.
All the details about our forthcoming merger are contained in the Joint Proxy
Statement recently mailed to you. Please read it carefully and be sure to
call our Shareholder Services Department toll free at 1-800-794-1104 if you
have any questions.
- more -
On April 14, we'll be holding a special NU shareholder meeting at the
Hartford Civic Center to vote on two proposals:
1. Approval of amendments to the Northeast Declaration of Trust to authorize
NU to merge, and
2. Approval of the merger with Con Edison.
Your vote on these proposals is very important, so please complete, sign,
date and return each proxy card you receive right away. In order to be
tabulated, your vote must be received by the date stated on your proxy
card(s). If you miss the deadline, your vote will not count.
As shareholders, we have come to that proverbial "fork in the road." Market
forces tell us that we need to be bigger to survive and flourish. I urge you
to vote "YES" for the Con Edison/NU merger and launch a new era of expanded
options and opportunities for what I believe will be a solid investment for
shareholders in one of the leading energy companies in the entire nation.
Sincerely,
Michael G. Morris
Chairman, President and Chief Executive Officer
Enclosures: Proxy voting card & return envelope
This letter contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934. The forward-looking statements
are subject to various risks and uncertainties. Discussion of factors that
could cause actual results to differ materially from management's
projections, forecasts, estimates and expectations may include factors that
are beyond the company's ability to control or estimate precisely, such as
estimates of future market conditions, the ability to realize cost savings
and the terms associated with obtaining regulatory approvals. Other factors
include, but are not limited to, weather conditions, economic conditions in
the company's service territory, fluctuations in energy-related commodity
prices, marketing efforts and other uncertainties. Other risk factors are
detailed from time to time in the two companies' SEC reports.
Con Edison and Northeast Utilities have filed a joint proxy
statement/prospectus and other documents concerning the merger with the
United States Securities and Exchange Commission (SEC) and have mailed the
joint proxy statement/prospectus to their shareholders. THESE DOCUMENTS
CONTAIN IMPORTANT INFORMATION AND WE URGE YOU TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT HAVE BEEN OR WILL BE FILED WITH
THE SEC. You can obtain the documents free of charge at the SEC's Web site,
www.sec.gov. In addition, the documents are available free of charge by
requesting them from the companies in writing:
Consolidated Edison, Inc. Northeast Utilities
c/o The Bank of New York P.O. Box 5006
Investor Relations Department Hartford, CT 06102- 5006
P.O. Box 11258, Church Street Station Attn: Shareholder Services
New York, NY 10286-1258
or by telephone: (800)522-5522 (800)999-7269 or (860)665-4801
