View:
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrants |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
|_| Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
Joint filing by:
CONSOLIDATED EDISON, INC. AND NORTHEAST UTILITIES
(Name of each 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)(1)
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 Supplement to the Joint Proxy Statement/Prospectus is being mailed
to shareholders on or about April 5, 2000.
[Con Edison Logo] [Northeast Utilities Logo]
SUPPLEMENT TO JOINT PROXY STATEMENT/
PROSPECTUS FOR SPECIAL MEETINGS OF SHAREHOLDERS
You recently received a joint proxy statement/prospectus dated February
29, 2000 in connection with the solicitation by the Board of Directors of
Consolidated Edison, Inc. ("Con Edison") and the Board of Trustees of Northeast
Utilities ("Northeast") of proxies to be used at special meetings of the
shareholders of Con Edison and Northeast, respectively. The Con Edison special
meeting will be held on April 14, 2000, at 2:00 p.m. at 4 Irving Place, 19th
Floor, New York, New York 10003. The Northeast special meeting will be held on
April 14, 2000, at 2:00 p.m. at the Hartford Civic Center, One Civic Center
Plaza, Hartford, Connecticut 06103. Each of the special meetings has been called
to consider and vote on a proposal to approve and adopt a merger agreement
pursuant to which the businesses of Con Edison and Northeast would be combined.
CON EDISON AND NORTHEAST STRONGLY SUPPORT THE COMBINATION OF THE TWO
COMPANIES AND RECOMMEND THAT YOU VOTE "FOR" THE APPROVAL AND ADOPTION OF THE
MERGER AGREEMENT. IF YOU HAVE NOT YET VOTED YOUR PROXY WE URGE YOU TO DO SO
WITHOUT DELAY SO THAT YOUR VOTE MAY BE COUNTED AT THE SPECIAL MEETINGS OF
SHAREHOLDERS.
We are pleased to report that we've recently received our first two
regulatory approvals for the merger, from the state regulatory agencies of Maine
and Vermont. We are pursuing our applications to the other federal and state
regulatory agencies whose approval is required. The companies and their
transition teams are also hard at work mapping out the combined company's future
structure and operations following the merger.
The remainder of this supplement addresses Con Edison's Indian Point 2
nuclear generating unit. This information has been reported extensively in the
press, discussed in publicly-available reports issued by governmental agencies
and described in documents filed by Con Edison and Consolidated Edison Company
of New York, Inc. ("Con Edison of New York") with the Securities and Exchange
Commission ("SEC") and that are incorporated by reference into the joint proxy
statement/prospectus as permitted by the SEC's rules. We are summarizing this
information in this document in response to a claim brought by certain Northeast
shareholders, which is described below, that this information should be provided
directly to you.
Indian Point 2 Nuclear Generating Unit
On February 15, 2000, Con Edison of New York shut down Indian Point 2
following a leak in one of its four steam generators. Certain parties have
suggested that the company should be required to replace the four steam
generators prior to restart.
Nuclear generating units operated by others that are similar in design to
Indian Point 2 have experienced problems that have required steam generator
replacement. Inspections of the Indian Point 2 steam generators since 1976 have
revealed various problems, some of which appear to have been arrested. Neither
Con Edison nor Con Edison of New York is currently able to determine if or when
replacement of the steam generators will be required. Con Edison of New York has
replacement steam generators, which are stored at the Indian Point 2 site.
Replacement of the steam generators would require estimated additional
expenditures of up to $100 million (exclusive of replacement power costs) and an
outage of approximately three months. However, securing necessary permits and
approvals or other factors could require a substantially longer outage if steam
generator replacement is required on short notice.
A number of parties have threatened legal action to prevent Con Edison
of New York from recovering replacement power costs and other incremental costs.
In addition, legislation is pending in the New York State legislature to prevent
Con Edison of New York from recovering these costs. Since the start of the
outage, the replacement power costs have been estimated at approximately
$600,000 per day. These costs vary with the market price of energy.
On March 30, 2000, the New York Public Service Commission issued an
order instituting a proceeding to investigate the Indian Point 2 outage and its
causes and the prudency of Con Edison of New York's actions regarding the
operation and maintenance of Indian Point 2. The order indicated that "In
particular, the examination should address:
(1) The reasonableness of Con Edison [of New York's] inspection
practices, including the 1997 steam generator inspections;
(2) The circumstances surrounding the steam generator exemption from
inspection granted by the NRC in June 1999;
(3) The circumstances surrounding the 11-month forced outage of Indian
Point 2 from October 14, 1997 to September 6, 1998;
(4) The basis for Con Edison [of New York's] postponement of the steam
generator replacement, including the rationale for periodic
inspection and plugging; and
2
(5) Whether, and to what extent, increased replacement power costs, and
repair and replacement costs should be borne by Con Edison's
shareholders.
The above list is not meant to be exhaustive. Other issues may
arise as the inquiry proceeds."
Con Edison of New York is continuing its inspection of Indian Point 2's
steam generators to determine what steps to take consistent with the safe
operation of the unit. The company is using this inspection period to refuel the
unit. Refueling had initially been scheduled to commence beginning in late
April. Nuclear Regulatory Commission approval will be required to restart the
plant.
Con Edison believes that Con Edison of New York's operation, maintenance
and inspection practices related to Indian Point 2 have been prudent, but it is
unable to predict whether or not the Public Service Commission's proceeding or
any Indian Point 2-related proceedings, lawsuits, legislation or other actions
will have a material adverse effect on Con Edison's financial position, results
of operations or liquidity.
Shareholder Class Action Complaint
A shareholder class action complaint was filed in the United States
District Court for the Southern District of New York on March 29, 2000. The
complaint names Northeast, the members of the Northeast Board of Trustees and
Con Edison as defendants.
The complaint alleges that the joint proxy statement/prospectus relating
to the proposed merger between Con Edison and Northeast is materially
misleading, among other reasons, because the joint proxy statement/prospectus
failed to disclose potential liabilities relating to the operation of Indian
Point 2 and the shutdown of the facility on February 15, 2000. The complaint
references published reports regarding the outage and Indian Point 2, including
a March 16, 2000 Nuclear Regulatory Commission staff report criticizing Con
Edison of New York's response to the Commission's inquiries about both a May
1997 inspection of the Indian Point 2 steam generators and a 1999 plant
operational assessment. The complaint also alleges that Northeast's Trustees
breached their fiduciary duties by causing Northeast to enter into the merger
agreement with Con Edison.
The plaintiffs, who have instituted other lawsuits (disclosed in the
joint proxy statement/prospectus) to challenge the merger, seek various forms of
relief, including, among other things, enjoining the merger. The plaintiffs also
seek to recover costs and attorneys' fees incurred in the class action. On March
31, 2000, plaintiffs filed an application for a preliminary injunction and
expedited discovery. On April 4, 2000, Con Edison and Northeast agreed to send
this supplement to their respective shareholders and plaintiffs agreed to
withdraw their application.
3
Again, we enthusiastically support the merger and urge you to vote in
favor of its approval. In the event that you have already voted and want to
change your vote, send a later-dated, signed proxy card to your company's
Secretary, or submit a later vote by telephone or computer (if you are a Con
Edison shareholder), or attend your special meeting in person and vote.
If you have any questions about the merger or if you need additional
copies of the joint proxy statement/prospectus or the proxy card, you should
contact:
Con Edison Shareholders: Northeast Shareholders:
Morrow & Co. Proxy Information Unit
445 Park Avenue, 5th Floor Northeast Utilities
New York, New York 10022 P.O. Box 5006
Telephone: (800) 566-9061 Hartford, Connecticut 06102-5006
Telephone: (800) 794-1104
Consolidated Edison, Inc.
c/o The Bank of New York Investor
Relations Department
Church Street Station
New York, New York 10286-1258
Telephone: (800) 522-5522
- ------------------------------------------------------------------------
Neither the Securities and Exchange Commission nor any state securities
regulator has approved or disapproved the merger and other transactions
described in the joint proxy statement/prospectus or the common stock to be
issued in connection with the merger, or determined if the joint proxy
statement/prospectus or this supplement is accurate or adequate. Any
representation to the contrary is a criminal offense.
- ------------------------------------------------------------------------
Con Edison and Northeast have filed a joint proxy statement/prospectus
and other documents with the SEC and have mailed the joint proxy
statement/prospectus to their shareholders. These documents contain important
information about Con Edison, Northeast and the merger. 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 at the addresses and telephone numbers
provided above.
This supplement to the joint proxy statement/prospectus is dated
April 5, 2000
and is first being mailed to shareholders on or about April 5, 2000.
4