-----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, TedWnl6RMWs+HThuNG0VQVrz6phRwuOTZ5mgVVEEQ/YBf/DNe7C9/BDDq5Lqa+Mh iC1BrnhjoYRDG/fHu1+h5w== 0000072741-00-000057.txt : 20000324 0000072741-00-000057.hdr.sgml : 20000324 ACCESSION NUMBER: 0000072741-00-000057 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000323 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHEAST UTILITIES SYSTEM CENTRAL INDEX KEY: 0000072741 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 042147929 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 001-05324 FILM NUMBER: 576759 BUSINESS ADDRESS: STREET 1: 174 BRUSH HILL AVE CITY: WEST SPRINGFIELD STATE: MA ZIP: 01090-0010 BUSINESS PHONE: 4137855871 MAIL ADDRESS: STREET 1: 107 SELDON ST CITY: BERLIN STATE: CT ZIP: 06037-1616 DEFA14A 1 ADDITIONAL MATERIALS 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: EX-99 2 ADDITIONAL MATERIALS The following information will be mailed to all shareholders of Northeast Utilities on March 23, 2000: NU LOGO March 23, 2000 107 Selden Street, Berlin, CT 06037 Northeast Utilities Service Company P.O. Box 270 Hartford, CT 06141-0270 (860) 665-5445 Fax (860) 665-3581 Internet: morrimg@nu.com Michael G. Morris Chairman, President and Chief Executive Officer 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. Therefore, we believe the value of your investment in NU is worth more today because of our pending merger with Con Edison, and we remain convinced that the merger 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: Proxy voting card & return envelope 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 -----END PRIVACY-ENHANCED MESSAGE-----