SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 5, 2001
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Commission File Number 1-5324
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NORTHEAST UTILITIES
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(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2147929
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
174 BRUSH HILL AVENUE, WEST SPRINGFIELD, MASSACHUSETTS 01090-0010
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(Address of principal executive offices) (Zip Code)
(413) 785-5871
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report
ITEM 5. OTHER EVENTS
On March 5, 2001, Northeast Utilities issued the following news release:
NORTHEAST UTILITIES DECLARES CONSOLIDATED EDISON
IN BREACH OF MERGER AGREEMENT
Company to Sue Con Edison to Recover Value of Merger for NU Shareholders
Northeast Utilities Substantially Stronger and More Valuable
Today Than When Merger Agreement Signed
BERLIN, Connecticut, March 5, 2001 - Northeast Utilities (NYSE: NU) announced
today that Consolidated Edison, Inc. (NYSE: ED) had advised NU that it was
not willing to close the parties' pending merger on the previously agreed
upon terms. Northeast Utilities said that it had notified Con Edison that it
was treating its refusal to proceed on the terms set forth in the parties'
merger agreement as a repudiation and breach of the merger agreement, and
that it will file suit to obtain the benefits of the transaction as
negotiated for Northeast Utilities' shareholders.
Northeast Utilities announced on February 28 that it had requested that Con
Edison provide assurance in writing of its intent to close the merger on the
agreed upon terms by 9 a.m. Eastern Standard Time on March 2. On March 2,
the two companies announced an agreement to extend the deadline to 5 p.m.
Eastern Standard Time on Monday, March 5. Con Edison notified Northeast
Utilities this afternoon that it was unwilling to proceed on the previously
agreed upon terms.
Michael G. Morris, chairman, president and chief executive officer of
Northeast Utilities, said, "We believe that Con Edison's failure to confirm
that it will proceed on the agreed upon terms constitutes a breach of the
merger agreement, and we are treating the agreement as effectively
terminated.. We have instructed our attorneys to take appropriate steps to
protect our shareholders' interests. Northeast Utilities is a substantially
stronger and more valuable company than when we signed the merger agreement,
and we see no basis for Con Edison's refusal to proceed on the agreed upon
terms."
The merger agreement was reached on October 13, 1999 and approved by the
shareholders of both companies on April 14, 2000. The companies have
received necessary clearances from three federal and seven state regulatory
agencies and are awaiting the final regulatory approval from the Securities
and Exchange Commission, which was expected shortly.
Mr. Morris continued, "We are well positioned to create new growth and build
shareholder value in today's competitive energy markets based on our improved
financial position and our continued strong competitive position in our
regional markets."
Northeast Utilities Strengthened by Positive Developments
In discussing developments in Northeast Utilities' financial and competitive
position since the signing of the merger agreement, Mr. Morris said, "The
changes in our business since we signed the deal with Con Edison have been
overwhelmingly for the better. Our earnings for 2000 were above targets in
all operations. We achieved a dramatic turnaround with our unregulated
businesses, which delivered a profit of nearly $30 million last year. And,
we are receiving substantially more for our nuclear assets than anticipated
when the merger was signed. These and other positive developments have
produced multiple rounds of credit rating upgrades for NU and its operating
companies."
Merger Agreement Terms
Under the terms of the merger agreement announced October 13, 1999,
Consolidated Edison agreed to acquire all of the common stock of Northeast
Utilities for $25.00 per share in a combination of cash and Consolidated
Edison common stock, subject in the case of the common stock to certain
collar provisions. Northeast Utilities' shareholders would have the right to
elect cash or stock subject to proration if the elections exceed 50 percent
in cash or 50 percent in stock. Northeast Utilities' shareholders also would
have the right to receive an additional $1.00 in value due to the progress
Northeast Utilities has made in the sale of Millstone 2 and Millstone 3.
Further, the value of the amount of cash or stock to be received by Northeast
Utilities' shareholders is subject to increase by an amount of $0.0034 per
share per day for each day that the transaction does not close after August
5, 2000. If the transaction closed today, the total price would be
approximately $26.71 per share.
Northeast Utilities operates New England's largest energy delivery system,
with $5.9 billion in annual revenues and more than $10 billion in assets.
The company serves approximately 1.77 million electric customers in
Connecticut, New Hampshire and Massachusetts and 185,000 natural gas
customers in Connecticut, and is one of the largest competitive energy
suppliers in New England.
This press release includes forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, 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
Northeast Utilities' reports to the Securities and Exchange Commission.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORTHEAST UTILITIES
(registrant)
/S/__________________________________
By: Cheryl W. Grise
Name: Cheryl W. Grise
Title: Senior Vice President,
Secretary and General Counsel
Date: March 6, 2001