SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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| | Confidential, for Use of the Commission only (as permitted by Rule
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| | Definitive Proxy Statement
| | Definitive Additional Materials
|X| Soliciting Material Pursuant to Rule 14a-12
Energy East Corporation
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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|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:
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[ENERGY EAST LOGO] 89 East Avenue
Rochester, NY 14649
Energy East Management Corporation
July 5, 2007
Re: Energy East Corporation Stock Option Plan
To: Stock Option Plan Participant
For your convenience, an Employee Frequently Asked Questions (FAQs)
document is included regarding questions you may have about your stock options
in light of Energy East's recent announcement that it will be acquired by
IBERDROLA.
Please contact me at 585-771-4334 or Amy Fleischman at 585-771-6248 if you
have any questions regarding the Stock Option Plan.
Sincerely,
/s/ Paul T. Karakantas
Paul T. Karakantas
Employee Frequently Asked Questions (FAQs) - Stock Option Plan
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1. What happens to the stock options that I have been granted in light of the
Company's recent announcement that it will be acquired by IBERDROLA?
Once all of the necessary approvals are obtained regarding the sale of
Energy East and the sale closes, all of your stock options will become
vested and you will be entitled to a payment for the full amount of shares
remaining subject to the option. The transaction is expected to close in
2008.
2. At the time the transaction closes, will I have to submit the standard
exercise forms to exercise my options?
No. Upon the closing of the transaction your stock options will be
automatically converted into the right to receive cash that will be
forwarded to you.
3. What will the exercise price be for my stock options?
The stock options will be exercised at $28.50 each in accordance with the
terms of the merger agreement. You will receive a cash payment of $28.50
less the price at which the stock options were granted to you and less all
applicable withholding taxes.
4. What happens to my stock options that have not vested as of the closing
date of the transaction?
Once all of the necessary approvals are obtained regarding the sale of
Energy East and the sale closes, all of your stock options will vest and
you will be entitled to payment shortly after the date the transaction
closes.
5. What will happen to my stock options in the period prior to the closing of
the transaction?
Until the transaction is completed, the Stock Option Plan will continue to
operate under the terms and conditions defined in your Stock Option Award
Agreement and in the Plan.
6. What will happen to my stock options if the transaction does not close?
If the transaction fails to close, the Stock Option Plan will continue to
operate under the terms and conditions defined in your Stock Option Award
Agreement and the Plan.
Additional Information and Where to Find It
In connection with the proposed transaction, the Company will file a proxy
statement with the Securities and Exchange Commission. Before making any voting
or investment decision, investors and security holders of the Company are urged
to carefully read the entire proxy statement, when it becomes available, and any
other relevant documents filed with the Securities and Exchange Commission, as
well as any amendments or supplements to those documents, because they will
contain important information about the proposed transaction. A definitive proxy
statement will be sent to the stockholders of the Company in connection with the
proposed transaction. Investors and security holders may obtain a free copy of
the proxy statement (when available) and other documents filed by the Company at
the Securities and Exchange Commission's Web site at http://www.sec.gov. The
proxy statement and such other documents may also be obtained for free from the
Company by directing such request to the Company, 52 Farm View Drive, New
Gloucester, ME 04260, Attention: Marc Siwak, Director Investor Relations.
Participants in the Solicitation
The Company, its directors, executive officers and other members of its
management, employees, and certain other persons may be deemed to be
participants in the solicitation of proxies from the Company stockholders in
connection with the proposed transaction. Information about the interests of the
Company's participants in the solicitation is set forth in the Company's proxy
statements and Annual Reports on Form 10-K, previously filed with the Securities
and Exchange Commission, and in the proxy statement relating to the transaction
when it becomes available.