SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934 (Amendment No. )
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NORTHEAST UTILITIES
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The following is Michael G. Morris' Proxy letter to Northeast Utilities'
Shareholders which will be mailed on March 20, 2000:
March 20, 2000
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, when we see it trading around
$19 a share.
Therefore, we believe the value of your investment in NU is worth more today
because of our pending merger with Con Edison. Members of the investment
banking community remain convinced that our merger with Con Edison 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: Merger Guidebook
Proxy voting card & return envelope
The following information will be included as a "paycheck stuffer" to all
employees of Northeast Utilities on March 23, 2000:
Copy for Paycheck Stuffer (on bright color paper)
(side one)
_ VOTE "FOR" THE CON EDISON/NU MERGER
We share the same vision -- to build a reliable and safe regulated
electric and gas business and to grow our energy marketing and generation
business in the Northeast
We will grow - to the size and scale necessary to be successful in a
restructured and increasingly competitive energy market
We will be substantially stronger financially -- our merged company is
expected to have a much higher dividend than NU has currently
We value people - our employees will have a work place that allows them to
reach their full potential
If you have questions about the Con Edison/NU merger, call
1-800-558-5947 and leave a voice mail message or send an e-mail to Employee
Communications ([email protected]).
over
(side two)
_ VOTE ALL THE PROXIES YOU RECEIVE BY APRIL 14
These include proxies for:
401(k) shares and PAYSOP/TRAESOP shares; Fidelity Investments, the
administrator of NU's 401(k) plan, will send you this proxy
shares owned through the Employee Shareholder Purchase Program (ESPP);
Salomon Smith Barney will send you this proxy
shares owned through your broker; your broker will send you this proxy
shares registered with NU; the company will send you this proxy
If you have questions about the proxy vote, call NU shareholder services at
1-800-794-1104.
over
The following message, beginning on March 13, 2000, will be recorded on The
Con Edison/NU Merger Information Line at 1-800-558-5947:
#800 Update - week of March 13, 2000
As you may know, the Securities and Exchange Commission declared the Con
Edison/NU joint proxy statement effective on March 1. The proxy statement,
including the proxy card, is in the mail to all Con Edison and NU
shareholders and all shareholders can expect to receive it momentarily. In
addition, the joint proxy statement is available online at www.nu.com under
the Investor's Corner.
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.
Market forces tell us that size matters in the new, competitive energy
business environment, and we urge you to vote FOR the Con Edison/NU merger.
The combined company will have 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 for
employees, a solid investment for our shareholders, and a sound business
choice for our customers.
The next step involves shareholder approval, and a Special Annual Meeting is
scheduled for April 14th. NU shareholders will be voting on two items:
1. To allow NU to amend its declaration of trust to allow a merger with
another company. This item must pass for the second to pass.
2. To merge with Con Edison.
Con Edison shareholders will be voting to approve the merger with Northeast
Utilities.
Please be sure to complete and return all proxy cards you receive by the due
date indicated on the card(s). Every proxy card must be voted for your
shares to be represented. Not voting is counted as a "no" vote, so please be
sure to vote every proxy you receive. You will receive a separate proxy for
shares you own in your 401k plan, Employee Stock Purchase Plan, or through
your private holdings.
