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Filed by Commonwealth Energy Corporation
pursuant to Rule 425 under the
Securities Act of 1933 and deemed filed
pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934. Subject
Company: Commonwealth Energy Corporation
Commission File No. 000-33069
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FOR IMMEDIATE RELEASE
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COMMONWEALTH ENERGY AND SKIPPING STONE ANNOUNCE MERGER
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TUSTIN, CA. -- April 6, 2004 - Commonwealth Energy Corporation, a diversified
energy services company, today announced that it has merged with Skipping Stone,
Inc. Skipping Stone is now a wholly owned subsidiary of Commonwealth Energy and
will continue to operate as an independent entity.
"The acquisition of Skipping Stone is a key step in our diversification
strategy. Our goal is to offer a diverse set of products and services to the
energy community for the benefit of our customers and our shareholders. Skipping
Stone's years of experience in working on a wide variety of energy projects for
more than 200 energy companies will significantly expand our customer offerings.
This transaction validates the implementation of our strategic plan and is the
first step in differentiating Commonwealth from our competition," said Ian
Carter, Chairman and Chief Executive Officer for Commonwealth Energy.
As a part of the transaction, Peter Weigand, founder of Skipping Stone, has been
named President of Commonwealth Energy and Commerce Energy Group, Inc. Mr.
Weigand will also remain the President of Skipping Stone. Mr. Weigand assures
that, "Skipping Stone clients will see no change in the daily operation of the
company. Clients will continue to receive the full range of services on which
they have come to rely over the past eight years. Additionally, the existing
Commonwealth Energy outsourced services offerings will enable customers to
expand the relationship into new areas."
Commonwealth Energy's Board of Directors previously announced its plan to
reorganize the Company into a holding company structure on November 20, 2003.
The reorganization, under the name "Commerce Energy Group, Incorporated", must
be approved by Commonwealth Energy's shareholders. Commerce Energy Group filed a
Registration on Form S-4 with the Securities and Exchange Commission, which has
not yet been declared effective. If the Registration Statement is declared
effective, notices of the special meeting and a joint proxy statement/prospectus
describing the reorganization proposal will be promptly delivered to
Commonwealth Energy's shareholders. If the reorganization is approved,
Commonwealth Energy will transfer Skipping Stone to Commerce Energy Group prior
to the consummation of the reorganization and Skipping Stone will become a
subsidiary of Commerce Energy Group, Inc.
ABOUT COMMONWEALTH ENERGY CORP.
Headquartered in Tustin, CA, Commonwealth Energy is a holding company with
subsidiaries engaged in retail electricity under the brand name
"electricAmerica", back-office outsourced services, and energy efficiency
products and services. Commonwealth Energy is licensed by the Federal Energy
Regulatory Commission as a power marketer and is a recognized leader in the
deregulated energy marketplace. More information on the company is available at
www.CommonwealthEnergy.com
ABOUT SKIPPING STONE, INC.
Skipping Stone, Inc., is an energy consulting and technology firm founded by
innovative business leaders from within the energy industry. Skipping Stone's
proven professionals serve the energy marketplace with a broad mix of products
and services that assist companies from initial business planning through full
implementation to success. More information on the company is available at
www.SkippingStone.com.
For more information, contact:
Roy Reeves Verna Ray
Vice President of Marketing Principal, Communications
Commonwealth Energy Corp. Skipping Stone, Inc.
15901 Red Hill Avenue, Suite 100 15311 West Vantage Parkway
Tustin, CA 92780 Suite 350
Tel: 1-800-ELECTRIC(R) Houston, TX 77032
E-mail: rreeves@electric.com 281-902-5127
vray@skippingstone.com
ADDITIONAL INFORMATION AND WHERE TO FIND IT: Commerce Energy Group, Inc. has
filed a registration statement on Form S-4 in connection with the proposed
reorganization transaction and Commonwealth Energy and Commerce Energy expect to
mail a joint proxy statement/prospectus to the shareholders of Commonwealth
Energy containing information about the proposed transaction. Investors and
security holders are advised to read the joint proxy statement/prospectus
regarding the potential transaction referred to above when it becomes available,
because it will contain important information. The registration statement has
been filed with the Securities and Exchange Commission by Commerce Energy, and
the joint proxy statement/prospectus will be filed with the Securities and
Exchange Commission by both companies. Investors and security holders may obtain
a free copy of the registration statement and the joint proxy
statement/prospectus (when available) at the Securities and Exchange
Commission's web site at www.sec.gov. The joint proxy statement/prospectus may
also be obtained free of charge from Commonwealth Energy at 1-800-ELECTRIC or
rreeves@electric.com. Commonwealth Energy and its directors and executive
officers may be deemed to be participants in the solicitation of proxies or
consents from shareholders in connection with the proposed transaction.
Information about the directors and executive officers of Commonwealth Energy
and their ownership of Commonwealth Energy stock and information about other
persons who may also be deemed to be participants in Commonwealth Energy's
solicitation will be included in, or incorporated by reference in, the proxy
statement/prospectus (when available). In addition to the proxy
statement/prospectus, Commonwealth Energy files annual, quarterly and current
reports, proxy statements and other information with the Securities and Exchange
Commission. These filings are also available at www.sec.gov.
This press release shall not constitute an offer to sell or a solicitation of an
offer to purchase any securities, and shall not constitute an offer,
solicitation or sale in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful.
FORWARD-LOOKING STATEMENTS: Certain statements contained within this press
release including, without limitation, statements containing the words
"believe," "anticipate," "expect," "estimate," "await," "continue," "intend,"
"plan" and similar expressions are forward-looking statements that involve risks
and uncertainties. These forward-looking statements, are not guarantees of
future performance and involve certain risks, uncertainties and assumptions that
are difficult to predict. Actual outcomes and results may differ materially from
what is expressed in, or implied by, such forward-looking statements. The risks
and uncertainties that could cause actual results to differ materially from
those expressed in, or implied by, the forward-looking statements include, but
are not limited to, the volatility of the energy market, competition, operating
hazards, uninsured risks,
changes in energy-related state legislation, failure of performance by suppliers
and transmitters, changes in general economic conditions, increased or
unexpected competition, costs related to the proposed reorganization, failure to
obtain required shareholder or regulatory approvals, failure to obtain approval
to list the common stock of the new holding company on the AMEX or the merger
not closing for any other reason, and other matters disclosed in Commonwealth
Energy's filings with the Securities and Exchange Commission. Further,
Commonwealth Energy undertakes no obligation to release publicly any revisions
to these forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.