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:
5) Total fee paid:
[ ] 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.:
3) Filing Party:
4) Date Filed:
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.
