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 are stories from the March 2000 edition of NUsLine, a Northeast
Utilities newspaper which was distributed to all employees on April 5, 2000.
1. Mike Morris Perspective column
2. News story on proxy
3. Employee Loan Program
4. Transition team and Human Resources opportunities.
STORY NO. 1
Opportunities are beginning to surface
Employee Loan Program takes effect immediately between Con Edison, NU,
Yankee, O&R
By Con Edison/NU Human Resources Transition Team
A newly announced Employee Loan Program allows for job transfers between
Consolidated Edison, Orange and Rockland, Northeast Utilities and Yankee Gas
when there are open positions not filled after internal postings.
"This program presents an opportunity for personal and professional
development for many employees," said Jack Keane, co-chair of the Merger
Transition Team. "We're looking for ways to start integrating the companies
and to achieve economies by facilitating the redeployment of employees who
are eager to move to new jobs. This is a first step in that direction as
employees of NU and Con Edison bring their experience and talent to new
positions in each company."
"We see the opportunity to benefit from the voluntary transfer of skills
and knowledge between our companies," said Kevin Burke, co-chair of the
Merger Transition Team. "This new program provides employees with the
freedom to explore an expanded selection of career opportunities while
remaining within the merging companies. That's a direct benefit to our
companies and our people."
Q: Who is eligible to participate in this program?
A: Non-union employees of all merging companies. Union employees are not
eligible because collective bargaining agreements do not currently provide
for transfers outside the original company. In addition, employees of the
competitive businesses are not eligible due to affiliated transaction
requirements.
Q: Why is a loan program needed?
A: By use of a loan provision, employees can fill positions on an interim
basis until completion of the merger, at which time decisions and actions
related to pension and benefit treatment will be resolved.
Q: Which jobs will be posted?
A: Non-union regulated positions, which the merging companies have not
filled through their initial internal posting cycle.
Q: How does it work?
A: Once positions have been posted internally without being filled, these
positions will then be posted at the other companies and may be externally
advertised at the same time. For example, if a position at NU becomes
available and is not filled internally, the job would be posted at Con
Edison, O&R and Yankee Gas and might also be advertised outside.
Q: Who can I contact if I'm interested in a position?
A: Postings will include the name of the appropriate Human Resource
representative. You will be required to submit a resume to that
representative.
Q: What happens if I work at Con Edison and accept a job at NU?
A: Once you are offered and accept a position at NU, you will continue as
an employee of Con Edison, remain on the Con Edison payroll and continue to
participate in Con Edison's benefits up to the time of the merger. NU will
reimburse Con Edison for your employment costs.
Q: What happens if I work at NU and accept a job at Con Edison?
A: The situation would be exactly the same as in the last example, but
with the companies reversed.
Q: If I apply and am accepted for a position with a higher level of
responsibility how will I be compensated?
A: The receiving company will offer you the position with a salary
appropriate to the position.
Q: If I'm on loan to NU or Consolidated Edison will I be eligible for
salary increases during the loan period?
A: Yes. You will be eligible for salary increases during the loan period
based on your new position, your performance and the receiving company's
compensation schedule.
Q: Which company's holiday and vacation schedule will I follow?
A: You will celebrate holidays according to the schedule of the company to
which you are loaned, but you will follow the vacation schedule of your
original company. For example, if you are an employee of Con Edison who has
taken a new position at NU, you will follow the NU holiday schedule during
your loan period. However, your vacation schedule will remain the same as it
was at Con Edison. Once the merger is final, you will receive vacation based
on the policies of the company to which you have transferred.
Q: If I'm accepted for a position, will I be eligible for travel expense
reimbursement?
A: While you are a loaned employee, you will be eligible to be reimbursed
for your business travel expenses in accordance with the policies of the
receiving company. However, you will not be reimbursed for the personal
commuting costs to and from the new location or for temporary living expenses
unless those costs are agreed to in writing by the hiring manager.
Q: After the merger is complete, will I be able to keep my new position?
A: Yes. Once the merger is final, you will become an employee of the
receiving company with a date of hire equal to the date the merger is
completed.
Q: What happens if the merger fails and I've already transferred to a
position at the other company?
A: You will have 60 days to decide whether to stay with the company you're
on loan to or to return to your original company. Also, the receiving
company has the option to retain you or to ask you to return to your original
company. If you return to your original company, you will be placed in a
position that's comparable in salary and location to the position you held
prior to the transfer.
Q: Are there opportunities for temporary transfers, without accepting
permanent positions?
A: Yes. Temporary transfers can occur when workload necessitates the need
for short-term assistance by the other company. Employees can be loaned from
one organization to the other for a period of less than six months. At the
end of the assignment the employee will return to his or her position within
the lending company.
Q: When will this program begin?
A: Watch for postings over the next few weeks for the first jobs
available. If you see one that interests you, contact the HR representative
listed on each posting.
STORY NO. 2
In search of fairness for all employees
Transition team gains ground on HR opportunities
"We have the potential to be a large organization supporting multiple
operating companies," said John de la Bastide, Con Edison Section Manager,
Health Plans and co-lead of the Human Resources Transition Team. "We'll need
a free flow of information exchange between the two companies, and the right
policies will enable that to occur."
These opening comments at the March 6 Business Sense seminar put into
perspective the work that's required to administer a benefits program for the
new merged Con Edison/NU company.
"The goal is to continue to support the corporate business strategy and
the expanding unregulated businesses," said de la Bastide. "We'll need to
keep the policies and procedures flexible to meet our going-forward business
needs."
As teammates on the merger transition team, de la Bastide and Jim Gavell,
NU's Human Resources director for the Retail Business Group, are thoroughly
evaluating the current HR policies and programs.
Working with sub-teams, the evaluation includes all HR policies, programs
and processes including medical, dental, life, vision, pension and 401K
plans, to develop the benefits strategy for the future.
Also under review are the holiday and vacation schedules and ensuring the
smooth transition of employees who move from one organization to the other on
a temporary or regular basis.
Trying to plan for and facilitate the HR needs of a merger can be an
overwhelming task. Gavell and de la Bastide have their team focused on the
goal.
"Our top priority is to ensure all employees are treated fairly," said
Gavell. "We've involved the right people from NU and Con Edison. The work
ahead of us will ensure we find the right combination of options and develop
implementation plans that result in employees having competitive benefit,
compensation and retirement plans."
Having the responsibility to assess current practices and programs against
future opportunities is viewed as a privilege.
"We've budgeted the time we have between March and June to ensure we
achieve our goal of identifying opportunities in combining our companies,
assessing each opportunity for value, and determining the implementation
steps by June," said de la Bastide. "We understand that our work will answer
some of the most important questions on the minds of employees of both
companies."
Gavell and de la Bastide are leading the efforts of 10 sub-teams of Con
Edison and NU employees working daily to evaluate and assess both companies'
HR programs. The focus areas include:
* advocating HR policies which are fair to employees, minimize anxiety
and unrest, and seek to avoid mass movement of employees;
* learning about each company's organizations, employees and HR policies
and programs including vacation plans, educational reimbursement, etc.; and
* comparing management philosophies and differences in the way the
companies currently work.
"The goal is to provide recommendations to the full transition team that
combine our companies to the benefit of all employees," said Gavell. The
focus is on:
* discussing and recommending best HR practices and how we'll move
forward as a merged company;
* providing opportunities for career growth in the combined company
through redesigned programs and policies; and
* discovering cost synergies in reduced duplicative services, maximized
joint purchase power, and reduced administrative costs.
"A thorough review of existing HR policies gives us the baseline
information we need to assess what each company brings to the table," said de
la Bastide. Gavell added, "We're performing a side-by-side comparison of all
HR programs and policies and documenting what's done and the management
philosophies driving the programs."
Some of the comparisons under way include:
* Reviewing 401k programs at Con Edison, Orange & Rockland and NU. The
outcome of this review will be a recommendation of whether or not to merge
into one plan with a common administrator.
* Reviewing the individual components of the current health and welfare
plans. The goal is to use joint purchasing power to reduce overall
administrative costs and to maintain highly competitive programs for all
employees. Studies will recommend whether each operating company should
continue with individual programs or begin a process of combining, where
possible, into common plans.
* Reviewing each company's pension plan and recommending best practices
going forward.
* Reviewing job posting and other employment practices in order to offer
increased opportunities in our merged company.
* Comparing all of the other HR plans affected by bringing Con Edison and
NU together.
"The level of anxiety felt by employees continues," said Gavell, "and we
recognize that. We're surfacing the critical issues now to ensure a speedy
resolution."
GRAPHICS
"We understand that our work will answer some of the most important
questions shared by employees of both companies."
John de la Bastide,
Con Edison/NU Merger Transition Team, Human Resources
Transition team goals timeline
March 2000: Identify combination options
April 2000: Refine options; present to full transition team
May 2000: Identify implementation steps
June 2000: Refine implementation plans; support combining our companies
following merger close in summer 2000.
LEGEND
For more information
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 in writing or by telephone from the companies at the
following addresses: Consolidated Edison, Inc., c/o The Bank of New York
Investors Relations Department, P.O. Box 11258, Church Street Station, New
York, New York 10286-1258, telephone 800-522-5522 and Northeast Utilities,
P.O. Box 5006, Harford, Connecticut 06102-5006, Attention: Shareholders
Services, telephone 860-665-4801 or 800-999-7269.
This information 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.
STORY NO. 3
Together we will succeed
Perspective column by Mike Morris
This is an historic time for Northeast Utilities as we work on completing
our merger with Consolidated Edison. As employees and shareholders, you have
the power to ensure that our company continues on the path of market growth
and financial stability by carefully reviewing the joint proxy statement and
voting for our merger with Con Edison.
Your vote is important and every vote counts. I encourage all of you to
vote your proxy in favor of the merger because:
* We will have the size and scale necessary to be successful in a
restructured and increasingly competitive energy market.
A combined NU/Consolidated Edison will be one of the largest utilities in
the United States with over 5 million electric customers and 1.3 million gas
customers from Pennsylvania north to the Canadian border.
* Together, we will have the size and resources to invest in
infrastructure, develop advanced technologies and grow. Con Edison and NU
have both invested in the North East Optic Network (NEON) and seek to
capitalize on the exploding market for digital broadband communication by
installing fiber optic cable up and down the northeast corridor and across
the country.
* We will be substantially stronger financially. If NU stood alone, we
would be too small to compete effectively, lacking the financial resources to
make substantial acquisitions. With Con Edison's financial strength, we will
have the resources to grow, increase our customer base and provide more
opportunities for our employees.
* We share the same vision - to build on our reliable, safe regulated
electric and gas business and to grow our unregulated energy marketing and
generation business in the Northeast.
* As an NU shareholder, you can expect to receive a greater return on
your investment through a higher stock price and an increased dividend. Con
Edison is willing to pay more for NU shares than the current market value.
Con Edison has increased its dividend each year over the past 26 years. Con
Edison currently pays an annual dividend of $2.18 per share while NU's
recently restored annual dividend is $0.40 per share.
As employee shareholders, you have a voice in the outcome of this merger.
No matter how large or small your holdings, your voice counts. We need 2/3rds
of our shareholders to vote "for" the merger in order for this merger to be
approved. Silence, or not voting, is counted as a "no" vote.
If this merger fails, there will likely be another merger attempt in the
future. NU is an attractive, solid, profit-generating company, and we need to
ask ourselves: Would we be teamed with a company that shares our vision and
our commitment to our customers and our employees? Would the opportunities
for growth and stability exist with another suitor?
With Con Edison, we are joining a company with the same commitment to
customer service and operational excellence and their vision for future
growth parallels ours. We are two companies equally committed to safety and
future growth and that makes our merger a positive step forward for our
employees, shareholders and customers.
Some of you may receive three proxy cards - one from the 401K program, one
from the Employee Share Purchase Program, one from your own private broker or
NU. Each of these proxy cards counts as a separate vote and you will need to
vote all of the proxy cards you receive in order for your shares to be
represented.
Your vote counts. This is a chance for you to make a difference and direct
the future of your company, your career and your financial investment. I hope
you will join me in voting "for" the merger.
GRAPHICS
"No matter how large or small your holdings, your voice counts."
STORY NO. 4
Campaign to OK merger is on
Proxy cards must be voted by date indicated on each card
The Con Edison/Northeast Utilities joint proxy statement, including proxy
voting card, has been mailed to all Con Edison and NU shareholders, including
employees.
Regulations from the Northeast Utilities' Declaration of Trust requires
that at least two-thirds of NU shareholders approve the merger. NU officials
are looking for shareholders to mail in their ballots before the special
shareholder meeting April 14 at the Hartford Civic Center.
"I urge every shareholder to take the time to vote and I recommend a `yes'
vote," NU's Mike Morris said. "With this merger, we'll have the financial
resources to grow our businesses in a restructured energy marketplace. Our
customer base will increase and that provides additional opportunities for
employees."
Shareholders will be voting for two items. The first item gives NU
permission to amend its declaration of trust to allow a merger with another
company. The second item is voting on the actual merger.
NU officials are asking shareholders to mail in each proxy vote they
receive. Any proxy not returned is considered a "no" vote.
"This deal is a positive proposal for our shareholders," said Jeff Kotkin,
NU's director of Investor Relations and a member of the Con Edison/NU
transition team. "Con Edison is extremely stable financially and has an
overriding focus on its regulated electricity and gas delivery business.
"Both companies have a similar unregulated strategy in terms of staying
regional, focusing on energy and energy-related products and services,
investing in the telecommunications business (through the North East Optic
Network [NEON]), and owning generation to support marketing."
Financially, NU shareholders will benefit from the merger in several ways,
Kotkin said.
* Con Edison is willing to pay more for NU stock than its actual market
value.
* Con Edison remains one of the most consistent utilities in terms of
earnings and dividend growth. Con Edison, which has increased its annual
dividend each year for the past 26 years, paid $2.12 per share for a yearly
dividend in 1998, $2.14 in 1999 and raised it to $2.18 for 2000. NU, which
restored its dividend this year, currently pays a yearly dividend of $0.40
per share.
* Employees and customers will benefit from Con Edison's strong financial
footing when the company seeks to raise capital to invest in electric
distribution companies and transmission system improvements. The financial
backing will positively influence infrastructure improvements and gain needed
capital for equipment and acquisitions of generation or transmission and
delivery facilities.
* Together, NU and Con Edison will remain focused on the northeast region
and on continuing to provide energy and energy services and products to their
6.4 million customers.
"Without this deal, NU's stock likely would have slumped along with the
rest of the utility industry, which is down 17 percent since the deal was
announced last October," Kotkin said.
NU's subsidiary, Mode 1, owns 26 percent of NEON, which is building a
fiber-optic network from Maine to Washington, D.C. and plans to expand
nationally in the next five years.
Industry analysts think highly of the merger proposal.
"Absent the merger with Con Edison, we estimate NU's stock would trade at
about $15 per share," said Brian Nelson, an equity analyst at Salomon Smith
Barney on March 1. "As a stand-alone stock, NU's positive attributes are
strong management, largely completed restructuring in all three states,
stable utility growth and additional growth from Select Energy and the Yankee
Energy System integration. [NEON] investment also is a positive for overall
valuation."
NU's Shareholder Services has established an 800 line to answer
shareholder's questions. Call 1-800-794-1104 for additional information.
The following slides were included in a presentation to Boston Analysts on
April 5, 2000:
Slide 1
The New Consolidated Edison, Inc.
Boston Analysts
April 5, 2000
Slide 2
This presentation contains forward-looking statements, which are statements
of future expectations and not facts. Actual results or developments might
differ materially from those included in the forward-looking statements
because of factors such as competition and industry restructuring, changes in
economic conditions, changes in historical weather patterns, changes in laws,
regulations or regulatory policies, developments in legal or public policy
doctrines, technological developments and other presently unknown or
unforeseen factors. Other risk factors are detailed from time to time in the
two companies' SEC reports.
Slide 3
Topics We'll Cover Today
The merger
The regulated side
The competitive side
Timing
Update on Northeast
Update on Consolidated Edison
Slide 4 (Graphic of Northeast Map)
The New Con Edison Will Have A Large Presence in a Large Market
Total Assets $ 26 Billion
Electric Customers 5.0 Million
Gas Customers 1.4 Million
Region:
19% of U.S. Population
25% of electricity output
Slide 5
Growth Built on a Solid Foundation
Telecom & Technology
Specialized Generation Products & Services
Electric & Gas Distribution Customers
Slide 6
Why Does This Merger Make Sense?
The Basics:
Very large customer base
Strong local economies
Solid financials
Experience operating across multiple jurisdictions
The Opportunities:
Scope to exploit IT and other new technologies to generate savings
World-class reliability and technological experience
Complementary management skills
Slide 7
Where Will Savings Come From? (Two pie charts)
Pie 1
12% Unregulated Cost Savings
88% Regulated Cost Savings
Pie 2
10% Purchasing
53% Labor
5% Other
32% Programs
10 Year Total Savings $1.5 Billion
Slide 8
Why Are These Synergies Credible?
Intensive consolidation analyses are under way involving over 400 employees
at both companies
Experience merging regulated companies
PSNH (Savings exceeded 1990 projections)
Yankee Gas (Identified savings exceed 1999 projections)
Orange & Rockland (Aggressive savings projections being delivered)
Contiguous service territory facilitates cooperation and helps achieve
savings
Slide 9 (Map of US)
Proximity Makes Synergies Still More Credible
Denver to Minneapolis 915 Miles
Chicago to Philadelphia 760 Miles
Manhattan to Berlin 100 Miles
Raleigh to St. Petersburg 700 Miles
Dallas to Columbus 1,040 Miles
Slide 10
Why Does This Merger Make Sense?
The Competitive Side
Con Edison Northeast Utilities
Solutions Retail Marketing Select
& Energy Services
Energy Wholesale Marketing HEC
Development Generation: Development, NGC
Ownership, Services NGS
Communications Telecommunications Mode 1/NEON
Slide 11 (Northeast Map)
Combined Unregulated Generation Assets Total 2,500 MW
1. Northfield Mtn
2. CEEMI
3. Mt. Tom
4. Holyoke Project
5. Housatonic Hydro
6. Eastern Hydro
7. Newington
8. Lakewood
Regional 1999 Peak Load: 105,000 MW
NEPOOL 23,000 MW
NYPOOL 30,000 MW
PJM 52,000 MW
Slide 12
Our Target Region is the Wealthiest Area of the Nation
Per Capita Income Ranking
No. 1 Connecticut
No. 2 New Jersey
No. 3 Massachusetts
No. 4 New York
No. 5 Maryland
No. 6 Delaware
No. 7 New Hampshire
No. 15 Rhode Island
No. 16 Pennsylvania
No. 30 Vermont
No. 36 Maine
Slide 13 (Northeast Map)
NEON: A Map of Opportunity
Market Metrics
Target market includes 12 states
30 million people
1 million businesses
19 million access lines
Slide 14
Telecommunications Emerging as Significant Growth Driver
NEON has been a successful first step
Market value of NU's 4.8 million shares exceeds $300 million
Combined Con Edison/NU ownership will be 32%
Slide 15
The Recovery of NU's Financial Condition is Accelerating (Graph)
1997
$1.20
$1.00
$0.80
$0.60
$0.40
$0.20
$0.00 Reported ($1.01) Operating($0.76)
($0.20) Reported ($1.01) Operating($0.76)
($0.40) Reported ($1.01) Operating($0.76)
($0.60) Reported ($1.01) Operating($0.76)
($0.80) Reported ($1.01) Operating($0.76)
($1.00) Reported ($1.01) Operating($0.76)
($1.20) Reported ($1.01) Operating($0.76)
1998
$1.20
$1.00
$0.80
$0.60
$0.40
$0.20
$0.00 Reported ($1.12) Operating($0.30)
($0.20) Reported ($1.12) Operating($0.30)
($0.40) Reported ($1.12) Operating($0.30)
($0.60) Reported ($1.12) Operating($0.30)
($0.80) Reported ($1.12) Operating($0.30)
($1.00) Reported ($1.12) Operating($0.30)
($1.20) Reported ($1.12) Operating($0.30)
1999
$1.20
$1.00
$0.80 Reported ($0.28) Operating ($0.89)
$0.60 Reported ($0.28) Operating ($0.89)
$0.40 Reported ($0.28) Operating ($0.89)
$0.20 Reported ($0.28) Operating ($0.89)
$0.00 Reported (0.28) Operating ($0.89)
($0.20)
($0.40)
($0.60)
($0.80)
($1.00)
($1.20)
Slide 16
Connecticut Regulation
Final decision on merger due June 28
Draft decision approves Millstone auction
Final decision due 4/19
100% of Millstone 2
90% of Millstone 3
Winning bidder likely to be named by end of summer
DPUC staff recommendation triggers $1/share for NU shareholders if received
prior to the later of the merger date or 12/31/00
Strong interest in units and increasingly higher prices paid for other
nuclear units
Slide 17
NU Nuclear Plants Running Well
Units operating well
Millstone 3 on line for 290 days
Millstone 2 has operated well, refueling scheduled for this Spring
Seabrook operations continue to be strong
Slide 18
New Hampshire Restructuring
NHPUC decision is near
Legislature likely to vote on securitization before summer
Final decision on merger scheduled for July 31
Slide 19
"...Con Edison will become the dominant force in the Northeast in this
rapidly changing industry and will become one of the largest utilities in the
country..."
- -- The New York Times
Slide 20
Con Edison's Track Record
Earned 12% + ROE in 12 of last 13 years
Increased dividend for 26 consecutive years
Operates world's most reliable electric system
Slide 21
Financial Benefits of the Merger
Accretive to earnings after first year
Positioned for future earnings growth
Con Edison dividend policy maintained
Increased financial flexibility for NU
Continued strong balance sheet post-merger
Slide 22 (Pie Chart)
Pro Forma Capital Structure Should Maintain Strong Ratings
55% Long Term Debt
45% Equity
Slide 23
Shareholder Value: Earnings Growth Components (Graph)
Earnings Per Share $
$3.04
($0.32)
1998
Generation Divestiture
Con Edison of New York
O&R
NU
Stock Buybacks
Competitive Businesses
2003
Slide 24
Road Map to Completion
All state and federal filings made in January
ED, NU shareholder meetings on April 14
Seeking all approvals to accommodate a fall closing
Slide 25
Our Commitment to the Future
Capture the synergy savings
Grow the business
Leverage strong management team
DELIVER VALUE TO $HAREHOLDER$
