-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S0R1k8Q9R3Ayay6V0qybKnQzyfXhdNBZEG6oEpf+3ip77M3dhvPqiSR6liaYZ7Cy EBQwinbEKpjNF5CvjyK9gQ== 0001103782-00-000013.txt : 20000407 0001103782-00-000013.hdr.sgml : 20000407 ACCESSION NUMBER: 0001103782-00-000013 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000406 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATED EDISON INC /DE CENTRAL INDEX KEY: 0001103782 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 510394156 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 333-31390 FILM NUMBER: 595076 BUSINESS ADDRESS: STREET 1: 4 IRVING PLACE, 1618-S CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 2124604132 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATED EDISON INC /DE CENTRAL INDEX KEY: 0001103782 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 510394156 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 4 IRVING PLACE, 1618-S CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 2124604132 425 1 RULE 425 COMMUNICATION 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 slides were included at an analyst meeting 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 Utilities Update on Consolidated Edison Slide 4 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 US Population 25% of electricity output Slide 5 Growth Built on a Solid Foundation Telecom and Technology Specialized Generation Products and 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? Graph Chart: Regulated Cost Savings 88% Unregulated Cost Savings 12% Graph Chart: Labor 53% Programs 32% Purchasing 10% Other 5% 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 Proximity Makes Synergies Still More Credible Graphics: Map of United States Dallas to Columbus - 1,040 Miles Denver to Minneapolis - 915 Miles Chicago to Philadelphia - 760 Miles Raleigh to St. Petersburg - 700 Miles Manhattan to Berlin - 100 Miles Slide 10 Why Does This Merger Make Sense? The Competitive Side - -- Con Edison -- Solutions -- Retail Marketing & Energy Services -- Energy -- Wholesale Marketing -- Generation Development, Ownership, Services -- Development -- Generation Development, Ownership, Services -- Communications -- Telecommunciations - -- Northeast Utilities -- Select -- Retail Marketing & Energy Services -- Wholesale Marketing -- HEC -- Retail Marketing & Energy Services -- NGC -- Generation Development, Ownership, Services -- NGS -- Generation Development, Ownership, Services -- Mode 1/Neon -- Telecommunciations Slide 11 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 Slide 12 Our Target Region is the Wealthiest Area of the Nation Per Capita Income Ranking #1 Connecticut #2 New Jersey #3 Massachusetts #4 New York #5 Maryland #6 Delaware #7 New Hampshire #15 Rhode Island #16 Pennsylvania #30 Vermont #36 Maine Slide 13 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 Graphics: Chart 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 Pro Forma Capital Structure Should Maintain Strong Ratings Chart: Long Term Debt - 55% Equity - 45% Slide 23 Shareholder Value: Earnings Growth Components Chart 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 $HAREHOLDER$ -----END PRIVACY-ENHANCED MESSAGE-----