SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported) March 29, 2000
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Commission File Number 1-5324
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NORTHEAST UTILITIES
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(Exact name of registrant as specified in its charter)
MASSACHUSETTS 1-5324 04-2147929
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File No.) Identification No.)
174 BRUSH HILL AVENUE, WEST SPRINGFIELD, MASSACHUSETTS 01090-0010
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code)
(413) 785-5871
(Former name or former address, if changed since last report)
Not Applicable
ITEM 5. OTHER EVENTS
The supplement, dated April 5, 2000, to the joint proxy statement/prospectus,
dated February 29, 2000, of Consolidated Edison, Inc and Northeast Utilities
(the "Supplement"), a copy of which is filed as an exhibit to this report, is
hereby incorporated by reference in this Item 5.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99 The Supplement.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORTHEAST UTILITIES
(registrant)
/s/ Cheryl W. Grise
Cheryl W. Grise
Senior Vice President,
Secretary and General Counsel
Date: April 5, 2000
[Con Edison Logo] [Northeast Utilities Logo]
SUPPLEMENT TO JOINT PROXY STATEMENT/
PROSPECTUS FOR SPECIAL MEETINGS OF SHAREHOLDERS
You recently received a joint proxy statement/prospectus dated
February 29, 2000 in connection with the solicitation by the Board of
Directors of Consolidated Edison, Inc. ("Con Edison") and the Board of
Trustees of Northeast Utilities ("Northeast") of proxies to be used at
special meetings of the shareholders of Con Edison and Northeast,
respectively. The Con Edison special meeting will be held on April 14, 2000,
at 2:00 p.m. at 4 Irving Place, 19th Floor, New York, New York 10003. The
Northeast special meeting will be held on April 14, 2000, at 2:00 p.m. at the
Hartford Civic Center, One Civic Center Plaza, Hartford, Connecticut 06103.
Each of the special meetings has been called to consider and vote on a
proposal to approve and adopt a merger agreement pursuant to which the
businesses of Con Edison and Northeast would be combined.
CON EDISON AND NORTHEAST STRONGLY SUPPORT THE COMBINATION OF THE TWO
COMPANIES AND RECOMMEND THAT YOU VOTE "FOR" THE APPROVAL AND ADOPTION OF THE
MERGER AGREEMENT. IF YOU HAVE NOT YET VOTED YOUR PROXY WE URGE YOU TO DO SO
WITHOUT DELAY SO THAT YOUR VOTE MAY BE COUNTED AT THE SPECIAL MEETINGS OF
SHAREHOLDERS.
We are pleased to report that we've recently received our first two
regulatory approvals for the merger, from the state regulatory agencies of
Maine and Vermont. We are pursuing our applications to the other federal and
state regulatory agencies whose approval is required. The companies and
their transition teams are also hard at work mapping out the combined
company's future structure and operations following the merger.
The remainder of this supplement addresses Con Edison's Indian Point 2
nuclear generating unit. This information has been reported extensively in
the press, discussed in publicly-available reports issued by governmental
agencies and described in documents filed by Con Edison and Consolidated
Edison Company of New York, Inc. ("Con Edison of New York") with the
Securities and Exchange Commission ("SEC") and that are incorporated by
reference into the joint proxy statement/prospectus as permitted by the SEC's
rules. We are summarizing this information in this document in response to a
claim brought by certain Northeast shareholders, which is described below,
that this information should be provided directly to you.
Indian Point 2 Nuclear Generating Unit
On February 15, 2000, Con Edison of New York shut down Indian Point 2
following a leak in one of its four steam generators. Certain parties have
suggested that the company should be required to replace the four steam
generators prior to restart.
Nuclear generating units operated by others that are similar in design
to Indian Point 2 have experienced problems that have required steam
generator replacement. Inspections of the Indian Point 2 steam generators
since 1976 have revealed various problems, some of which appear to have been
arrested. Neither Con Edison nor Con Edison of New York is currently able to
determine if or when replacement of the steam generators will be required.
Con Edison of New York has replacement steam generators, which are stored at
the Indian Point 2 site. Replacement of the steam generators would require
estimated additional expenditures of up to $100 million (exclusive of
replacement power costs) and an outage of approximately three months.
However, securing necessary permits and approvals or other factors could
require a substantially longer outage if steam generator replacement is
required on short notice.
A number of parties have threatened legal action to prevent Con
Edison of New York from recovering replacement power costs and other
incremental costs. In addition, legislation is pending in the New York State
legislature to prevent Con Edison of New York from recovering these costs.
Since the start of the outage, the replacement power costs have been
estimated at approximately $600,000 per day. These costs vary with the
market price of energy.
On March 30, 2000, the New York Public Service Commission issued an
order instituting a proceeding to investigate the Indian Point 2 outage and
its causes and the prudency of Con Edison of New York's actions regarding the
operation and maintenance of Indian Point 2. The order indicated that "In
particular, the examination should address:
(1) The reasonableness of Con Edison [of New York's] inspection
practices, including the 1997 steam generator inspections;
(2) The circumstances surrounding the steam generator exemption from
inspection granted by the NRC in June 1999;
(3) The circumstances surrounding the 11-month forced outage of
Indian Point 2 from October 14, 1997 to September 6, 1998;
(4) The basis for Con Edison [of New York's] postponement of the
steam generator replacement, including the rationale for periodic
inspection and plugging; and
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(5) Whether, and to what extent, increased replacement power costs,
and repair and replacement costs should be borne by Con Edison's
shareholders.
The above list is not meant to be exhaustive. Other issues may arise
as the inquiry proceeds."
Con Edison of New York is continuing its inspection of Indian Point 2's
steam generators to determine what steps to take consistent with the safe
operation of the unit. The company is using this inspection period to refuel
the unit. Refueling had initially been scheduled to commence beginning in
late April. Nuclear Regulatory Commission approval will be required to
restart the plant.
Con Edison believes that Con Edison of New York's operation, maintenance
and inspection practices related to Indian Point 2 have been prudent, but it
is unable to predict whether or not the Public Service Commission's
proceeding or any Indian Point 2-related proceedings, lawsuits, legislation
or other actions will have a material adverse effect on Con Edison's
financial position, results of operations or liquidity.
Shareholder Class Action Complaint
A shareholder class action complaint was filed in the United States
District Court for the Southern District of New York on March 29, 2000. The
complaint names Northeast, the members of the Northeast Board of Trustees and
Con Edison as defendants.
The complaint alleges that the joint proxy statement/prospectus
relating to the proposed merger between Con Edison and Northeast is
materially misleading, among other reasons, because the joint proxy
statement/prospectus failed to disclose potential liabilities relating to the
operation of Indian Point 2 and the shutdown of the facility on February 15,
2000. The complaint references published reports regarding the outage and
Indian Point 2, including a March 16, 2000 Nuclear Regulatory Commission
staff report criticizing Con Edison of New York's response to the
Commission's inquiries about both a May 1997 inspection of the Indian Point 2
steam generators and a 1999 plant operational assessment. The complaint also
alleges that Northeast's Trustees breached their fiduciary duties by causing
Northeast to enter into the merger agreement with Con Edison.
The plaintiffs, who have instituted other lawsuits (disclosed in the
joint proxy statement/prospectus) to challenge the merger, seek various forms
of relief, including, among other things, enjoining the merger. The
plaintiffs also seek to recover costs and attorneys' fees incurred in the
class action. On March 31, 2000, plaintiffs filed an application for a
preliminary injunction and expedited discovery. On April 4, 2000, Con Edison
and Northeast agreed to send this supplement to their respective shareholders
and plaintiffs agreed to withdraw their application.
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Again, we enthusiastically support the merger and urge you to vote in
favor of its approval. In the event that you have already voted and want to
change your vote, send a later-dated, signed proxy card to your company's
Secretary, or submit a later vote by telephone or computer (if you are a Con
Edison shareholder), or attend your special meeting in person and vote.
If you have any questions about the merger or if you need additional
copies of the joint proxy statement/prospectus or the proxy card, you should
contact:
Con Edison Shareholders: Northeast Shareholders:
Morrow & Co. Proxy Information Unit
445 Park Avenue, 5th Floor Northeast Utilities
New York, New York 10022 P.O. Box 5006
Telephone: (800) 566-9061 Hartford, Connecticut 06102-5006
Telephone: (800) 794-1104
Consolidated Edison, Inc.
c/o The Bank of New York Investor
Relations Department
Church Street Station
New York, New York 10286-1258
Telephone: (800) 522-5522
Neither the Securities and Exchange Commission nor any state securities
regulator has approved or disapproved the merger and other transactions
described in the joint proxy statement/prospectus or the common stock to be
issued in connection with the merger, or determined if the joint proxy
statement/prospectus or this supplement is accurate or adequate. Any
representation to the contrary is a criminal offense.
Con Edison and Northeast have filed a joint proxy statement/prospectus
and other documents with the SEC and have mailed the joint proxy
statement/prospectus to their shareholders. These documents contain important
information about Con Edison, Northeast and the merger. 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 at the addresses and
telephone numbers provided above.
This supplement to the joint proxy statement/prospectus is dated April 5,
2000 and is first being mailed to shareholders on or about April 5, 2000.
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