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 mailed on March 24, 2000 to all employees of
Northeast Utilities: March 24, 2000
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Dear Fellow Employee, 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'd like
to share my thoughts on this event with you. Of all the questions about the
merger I hear, employees most often ask: "Is this a good deal?" and "Is this
merger the right thing to do?" You know my feelings on the importance and value
of our merger with Con Edison, but let me add some additional perspective.
First, the original deal was designed to provide a per share value to NU
shareholders of approximately $25 per share, 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. Bottom Line: NU's current share price is being supported by
the announced merger. We believe that even if you allow some value for our
investment in NEON, absent the merger, our share price would be quite a bit
lower than it is today. In the competitive arena, size matters, and the
enterprise value of the combined company will provide the financial resources
that we anticipate will be needed to grow and prosper in the future. This
strength and stability 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, shareholders and customers. As you
know, all the details about our forthcoming merger are contained in the Joint
Proxy Statement which is also available online at www.nu.com/investor/proxy.pdf.
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 - Your vote on
these proposals is very important, and I urge you to 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 we need to be
bigger to survive and flourish. I urge you to vote FOR the Con Edison/NU merger
and launch a new era of expanded options and opportunities for one of the
leading energy companies in the entire nation. Sincerely, /s/ Michael G. Morris
Chairman, President and Chief Executive Officer 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.
