As filed with the Securities and Exchange Commission on August 29, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
____________________
THE CONNECTICUT LIGHT AND POWER COMPANY
(Exact name of registrant as specified in its charter)
Connecticut 06-0303850
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Selden Street
Berlin, Connecticut 06037
(203) 665-5000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
____________________
Robert E. Busch, Executive Vice President and Chief Financial Officer
The Connecticut Light and Power Company
Selden Street, Berlin, Connecticut 06037
(203) 665-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
____________________
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of the Registration Statement, when
warranted by market conditions and other factors.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. X
CALCULATION OF REGISTRATION FEE
Maximum
Amount Maximum Aggregate Amount
Title of Each Class of To Be Offering Price Offering of Registra-
Securities to be Registered(1) Per Unit(2) Price(1)(2) tion Fee(1)
First and Refunding
Mortgage Bonds
Preferred Stock,
$50 par value
Class A Preferred Stock,
$25 par value
Total $300,000,000 100% $300,000,000 $103,448.28
(1) This Registration Statement relates to the registration of first and
refunding mortgage bonds, preferred stock and/or Class A preferred stock
of the Registrant, the proceeds of which in the aggregate shall not
exceed $300,000,000, without specifying particular amounts of each
security which may be issued.
(2) Estimated solely for the purpose of calculating the registration fee.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
[RED HERRING LANGUAGE ALONG LEFT MARGIN ON PAPER COPIES]
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED AUGUST 29, 1994
PROSPECTUS
The Connecticut Light and Power Company
First and Refunding Mortgage Bonds
Preferred Stock, $50 Par Value
Class A Preferred Stock, $25 Par Value
____________________
This prospectus (the Prospectus) is to be used by The Connecticut Light
and Power Company (the Company) in connection with the issuance and sale at
one time or from time to time of First and Refunding Mortgage Bonds (the New
Bonds), Preferred Stock, $50 par value (Preferred Stock) and/or Class A
Preferred Stock, $25 par value (Class A Preferred Stock; together with the
Preferred Stock, collectively referred to herein as the New Preferred Stock).
The New Bonds and the New Preferred Stock are referred to herein as the New
Securities. The principal amount and par value of all New Securities to be
issued under this Prospectus in the aggregate shall not exceed $300,000,000,
For each series of New Securities with respect to which this Prospectus is
being delivered, a supplement to this Prospectus (the Prospectus Supplement)
will set forth (i) in the case of the New Bonds, the principal amount of such
series, the series designation, the purchase price, the public offering
price, the interest rate, the maturity date, and any redemption or sinking
fund terms which differ from the descriptions of such terms in this
Prospectus and (ii) in the case of New Preferred Stock, the class being
offered, the specific number of shares of New Preferred Stock, the purchase
price, the initial public offering price, the dividend rate (or method of
calculation thereof) and any redemption or sinking fund terms which differ
from the descriptions of such terms in this Prospectus.
The Prospectus Supplement will also set forth the names of the
underwriters or other initial purchasers of such series of New Securities,
any applicable underwriters' discounts, allowances and commissions, if
applicable, the net proceeds to the Company from any such sale and other
specific terms of such series. See "Plan of Distribution" for possible
indemnification arrangements for underwriters and purchasers.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
____________________
The date of this Prospectus is September , 1994
No person has been authorized to give any information or to make any
representation not contained, or incorporated by reference, in this
Prospectus in connection with the offer made by this Prospectus and if given
or made, such information or representation must not be relied upon as having
been authorized by the Company or any underwriter. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any of the
securities offered hereby in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction.
Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the 1934 Act) and, in accordance therewith,
files reports and other information with the Securities and Exchange
Commission (the SEC). Such reports and other information can be inspected
and copied at the public reference facilities maintained by the SEC at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549; 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511 and Seven World Trade
Center, Suite 1300, New York, New York 10048. Copies of such material can
also be obtained at prescribed rates from the Public Reference Section of the
SEC at its principal office at 450 Fifth Street, N.W., Washington, D.C.
20549.
Information relating to The Depository Trust Company (DTC) and DTC's
book-entry only system is based upon information furnished by DTC.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 31,
1993 and its Quarterly Reports on Form 10-Q for the quarters ended March 31,
1994 and June 30, 1994 have been filed with the SEC pursuant to the 1934 Act
and are hereby incorporated in this Prospectus by reference.
All documents filed by the Company pursuant to Sections 13(a) and (c),
14 or 15(d) of the 1934 Act after the date of this Prospectus and prior to
the termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus and any amendment or supplement
hereto to the extent that a statement contained herein or in any other
subsequently filed document, which also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus or any such amendment or
supplement.
Certain information contained in this Prospectus summarizes, is based
upon, or refers to, information and financial statements contained in one or
more incorporated documents; accordingly, such information contained herein
is qualified in its entirety by reference to such documents and should be
read in conjunction therewith.
The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, on the request of any such person, a copy
of any or all of the documents referred to above which have been or may be
incorporated in this Prospectus by reference, other than exhibits to such
documents. Written requests should be directed to The Connecticut Light and
Power Company, P.O. Box 270, Hartford, Connecticut 06141-0270, Attention:
Investor Relations. Telephone requests should be made to (203) 665-5000,
Attention: Investor Relations.
IN CONNECTION WITH ANY FIRM COMMITMENT OFFERING MADE PURSUANT TO THIS
PROSPECTUS, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH
STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES OFFERED HEREBY OR
ANY BONDS OR PREFERRED STOCK OF THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
THE COMPANY
The Company is a wholly-owned subsidiary of Northeast Utilities (NU).
The four wholly-owned operating subsidiaries of NU -- the Company, Public
Service Company of New Hampshire (PSNH), Western Massachusetts Electric
Company and Holyoke Water Power Company -- furnish electric service in
portions of Connecticut and New Hampshire and in western Massachusetts. The
Company is a Connecticut corporation, organized in 1907, and is qualified as
a foreign corporation in Massachusetts and New Hampshire. The Company is the
largest electric utility in Connecticut and is engaged principally in the
production, purchase, transmission, distribution and sale of electricity at
retail for residential, commercial, industrial and municipal purposes within
Connecticut.
The principal executive offices of the Company are located at Selden
Street, Berlin, Connecticut 06037 (telephone 203-665-5000).
USE OF PROCEEDS
As will be more specifically set forth in the applicable Prospectus
Supplement, the net proceeds from the sale of the New Securities will be used
for the payment at maturity, the purchase (on the open market, in private
transactions or otherwise) or the redemption of outstanding securities of the
Company, for general corporate purposes and/or for the repayment of the
Company's short-term debt incurred for such purposes.
Proceeds from the sale of the New Securities not immediately required
for the foregoing purposes may be temporarily invested in the NU system money
pool. The NU system money pool was established by certain subsidiaries of
NU, including the Company, and NU to provide a more efficient use of the cash
resources of the system and to reduce outside short-term borrowings. Short-
term borrowing needs of member companies are first met with available funds
of other member companies and funds may be withdrawn or repaid to the pool at
any time without prior notice. Investing and borrowing subsidiaries receive
or pay interest based on the average daily Federal Fund rate, except that
borrowings based on loans from NU bear interest at NU's cost.
DESCRIPTION OF THE NEW BONDS
General
Each series of the New Bonds is to be issued under and secured by the
Indenture of Mortgage and Deed of Trust dated as of May 1, 1921 between the
Company and Bankers Trust Company, Trustee, as heretofore supplemented and
amended, and which, as it is to be further supplemented by one or more
Supplemental Indentures each of which would relate to a series of the New
Bonds (each of which is hereinafter referred to as a New Supplemental
Indenture), is hereinafter called the Indenture. The summary description of
the provisions of the Indenture which follows does not purport to be complete
or to cover all the provisions thereof. Copies of the Indenture (exclusive
of the New Supplemental Indentures) and a form of New Supplemental Indenture
have been filed as exhibits to, or incorporated by reference in, the
registration statement of which this Prospectus is a part (the Registration
Statement) and reference is made thereto for a complete statement of the
applicable provisions. Article and section references herein are to
provisions of the original Indenture as heretofore amended unless otherwise
indicated.
The Trustee acts as a depository bank of, makes loans to, and performs
other services for the Company and other companies in the NU system in the
ordinary course of business.
A particular series of New Bonds may be issued initially under a book-
entry only system, registered in the name of Cede & Co., as registered
bondholder and nominee for DTC. DTC will act as securities depository for
such series of New Bonds. Individual purchases of Book-Entry Interests (as
herein defined) in any New Bonds will be made in book-entry form. Purchasers
of Book-Entry Interests in New Bonds will not receive certificates
representing their interests in such New Bonds. So long as Cede & Co., as
nominee of DTC, is the bondholder, references herein to the bondholders or
registered owners will mean Cede & Co., rather than the owners of Book-Entry
Interests in New Bonds. See "Book-Entry Only System" herein for certain
information regarding DTC and DTC's book-entry only system.
General Terms of Bonds
Each series of New Bonds will mature on the date provided for such
series and will bear interest from the date of original issuance at the rate
per annum shown in the series title. Interest will be payable semiannually
at the principal office of the Trustee in New York City, to registered owners
at the close of business on the record date set for each series, or if such
record date is a day on which banks are authorized to close in New York City,
on the next preceding banking day. The Prospectus Supplement with respect to
each series of New Bonds will set forth the maturity date, interest rate,
interest payment dates, record dates and other specific terms and provisions
for such series.
The New Bonds are to be issued only in the form of fully registered
bonds without coupons in denominations of $1,000 or multiples thereof and may
be presented for exchange for a like aggregate principal amount of the same
series of New Bonds of other authorized denominations and for transfer at the
principal office of the Trustee in New York City without payment in either
case of any charge other than for any tax or other governmental charges
required to be paid by the Company.
Security
The Indenture constitutes a first mortgage lien (subject to liens
permitted by the Indenture, including liens and encumbrances existing at the
time of acquisition by the Company) on substantially all of the Company's
physical property and franchises, including the Company's generating stations
(but not including the Company's interest in the plants of the four regional
nuclear generating companies described under "Item 1. Business -- Electric
Operations -- Nuclear Generation -- General" of the Company's Annual Report
on Form 10-K for 1993) and its transmission and distribution facilities.
Subject to the provisions of the Federal Bankruptcy Code, the Indenture will
also constitute a lien on after-acquired property, although in Massachusetts
it may be necessary to comply with applicable recording requirements to
perfect the lien on after-acquired real property. The Indenture also permits
after-acquired property to be subject to liens prior to that of the
Indenture. The security afforded by the Indenture is for the equal and
ratable protection of all the Company's presently outstanding bonds and any
bonds which may hereafter be issued under the Indenture, including each
series of New Bonds. (The granting clauses and Sections 6.04 and 6.05.)
Under certain limited circumstances, the lien of the Indenture on real
property in Connecticut acquired by the Company after June 3, 1985 could be
subordinated to a lien in favor of the State of Connecticut pursuant to a
Connecticut law (Connecticut General Statutes Section 22a-452a) providing for
such a lien for reimbursement for expenses incurred in containing, removing
or mitigating hazardous waste.
Also, under certain limited circumstances the lien of the Indenture on
real property in Massachusetts could be subordinated to a lien in favor of
the Commonwealth of Massachusetts pursuant to the Massachusetts Oil and
Hazardous Materials Release Prevention and Response Act, commonly known as
the Massachusetts Superfund.
Further, under certain limited circumstances, the lien of the Indenture
on real property in New Hampshire, personal property located thereon and
business revenues generated therefrom could be subordinated to a lien in
favor of the State of New Hampshire pursuant to New Hampshire Revised
Statutes Annotated 147B:10-b, as amended, for expenses incurred in containing
or removing hazardous waste or materials, and any necessary mitigation of
damages with respect to hazardous waste or materials.
Redemption Provisions
Unless otherwise provided in the Supplemental Indenture under which a
series of the New Bonds is issued, each series of the New Bonds will be
redeemable at the option of the Company as a whole or in part at any time
upon at least 30 days' prior written notice at redemption prices (expressed
in percentages of principal amount) that will be set forth in the New
Supplemental Indenture and the Prospectus Supplement with respect to such
series, together in each case with accrued and unpaid interest to the
redemption date; provided, however, that no New Bond of any series may be
redeemed at the applicable General Redemption Price prior to a date,
approximately five years from the date of issuance of such series and to be
set forth in the Prospectus Supplement with respect to such series, if such
redemption is for the purpose of or in anticipation of refunding such New
Bond through the use, directly or indirectly, of funds borrowed by the
Company having an effective interest cost to the Company (computed in
accordance with generally accepted financial principles) of less than the
effective interest cost of New Bonds of such series. If the bonds of any
series of the New Bonds have a maturity of five or fewer years, they would
not be refundable with lower cost funds throughout the life of the bonds.
Unless otherwise provided in the Supplemental Indenture under which a
series of the New Bonds is issued, this refunding limitation will not be
applicable to redemptions of New Bonds at a Special Redemption Price. The
Special Redemption Prices will be applicable to redemptions at the option of
the Company through the use of sinking and improvement fund or replacement
fund moneys or other trust moneys representing insurance proceeds or the
proceeds of the sale, condemnation or other disposition of property. The
Supplemental Indenture under which a series of the New Bonds is issued may
prohibit redemption before maturity, in which case such moneys may not be
applied to the redemption of such New Bonds. Otherwise, for each of the
first five consecutive twelve-month periods, if the bonds of a series of New
Bonds have a maturity of more than five years, or for every twelve-month
period, if the bonds of a series of the New Bonds have a maturity of five or
fewer years, redemption of the New Bonds of such series with sinking and
improvement fund moneys at the Special Redemption Price will be limited to
one percent (1%) of the aggregate principal amount of the New Bonds of such
series, commencing with the first day of the month in which a series of New
Bonds is issued. The General Redemption Prices will be applicable to all
other redemptions.
Issuance of Additional Bonds; Earnings Coverage
The Indenture permits, subject to various conditions and restrictions
set forth therein, the issuance of an unlimited amount of additional first
mortgage bonds. Additional bonds may be issued under the Indenture (a) to
refund other bonds or certain prior lien obligations, or (b) on the basis of
a certification of unbonded property additions, or (c) against the deposit of
an equal amount of cash with the Trustee. The aggregate amount of First
Mortgage Bonds outstanding on June 30, 1994 was $1,330,176,000.
Additional bonds may be issued to the extent of 60% (or such greater
percent, not exceeding 66-2/3%, as may be authorized by the SEC under the
Public Utility Holding Company Act of 1935 (the Holding Company Act)) of
unbonded property additions (Section 3.54). Additional bonds may also be
issued to finance 60% (or such greater percent, not exceeding 66-2/3%, as may
be authorized by the SEC under the Holding Company Act) of the bondable
amount of the Company's interest in the inventory of nuclear fuel required
for a nuclear generating plant (Section 3.55).
Except in the case of certain refunding issues, the Company may not
issue additional bonds unless its net earnings, as defined and as computed
without deducting income taxes, for 12 consecutive calendar months during the
period of 15 consecutive calendar months immediately preceding the first day
of the month in which the application to the Trustee for authentication of
additional bonds is made were at least twice the annual interest charges on
all the Company's outstanding bonds, including the proposed additional bonds,
and any outstanding prior lien obligations (Section 3.58). On the basis of
this formula, based on the bonds and prior lien obligations outstanding as of
June 30, 1994, the earnings coverage was 5.69.
Where cash is deposited with the Trustee as a basis for the issue of
bonds, it may be withdrawn against 60% (or such greater percent, not
exceeding 66-2/3%, as may be authorized by the SEC under the Holding Company
Act) of bondable property additions or against the deposit of bonds or prior
lien obligations that would otherwise be available to be made the basis of
the issue of additional bonds. Such cash may also be used to purchase or
redeem bonds of any series as the Company may designate (Section 3.56).
As of June 30, 1994, the Company had unbonded property additions
available that would support the issuance of additional bonds in the
principal amount of $547,670,825, subject to the net earnings and other
requirements of the Indenture.
Other Financial Restrictions
In addition to the foregoing restrictions, there are additional
limitations upon the creation and/or issuance by the Company of long-term
debt securities. Under certain bank and bank reimbursement agreements,
lenders are not required to make additional loans or the maturity of
indebtedness can be accelerated if the Company does not meet an equity ratio
that requires, in effect, that the Company's common equity (as defined) be at
least 27 percent of its total capitalization.
On March 31, 1992, the Connecticut Department of Public Utility Control
(DPUC) issued a decision approving NU's acquisition of PSNH, which occurred
on June 5, 1992. The DPUC's approval included several conditions designed
principally to insulate the Company's customers from possible financial risks
associated with NU's investment in PSNH. Among the conditions is a
requirement that the Company use its best efforts to maintain the amount of
common equity in the Company's capital structure (including short-term debt
in excess of 7 percent of total capitalization) above 36 percent. The
Company must notify the DPUC if the ratio is projected to fall below 36
percent, in which case the DPUC may conduct a review of the Company's
financial condition. At June 30, 1994, the Company's equity ratio (so
calculated) was 41.6%. Also, in future rate cases, the Company will be
required to accept a methodology for determining the Company's cost of
capital for ratemaking purposes without regard to NU's cost of capital if the
DPUC finds that the Company's actual debt costs are unduly influenced by
effects of the PSNH acquisition. These conditions are to remain in effect
until the later of May 15, 1998 and the time at which PSNH achieves
investment grade ratings for its first mortgage bonds and a common equity to
total capitalization ratio of at least 30 percent.
Sinking and Improvement Fund
The Indenture specifies an annual sinking and improvement fund
requirement equal to 1% of the aggregate principal amount of the bonds of all
series outstanding at the applicable time of computation, except that bonds
which have been retired out of the proceeds of money deposited with the
Trustee on a release of property or which have been retired in other similar
ways need not be taken into account (Section 6.14).
The annual requirement must be met on or before May 1 in each year, and
may be satisfied by any of the following: (i) deposit of cash with the
Trustee, (ii) a certification of unbonded property additions taken at 60% (or
such greater percent, not exceeding 66-2/3%, as may be authorized by the SEC
under the Holding Company Act) of the amount certified, or (iii) a deposit of
bonds or prior lien obligations that would otherwise be available to be made
the basis of the issue of additional bonds. Cash so deposited may be
withdrawn or applied to the purchase or redemption (at the applicable Special
Redemption Price) of bonds of any series designated by the Company or
otherwise applied, as more fully stated below under "Withdrawal or
Application of Cash" (Section 6.14).
If the Company seeks to eliminate or modify the requirements of the
annual sinking and improvement fund, and subject to the receipt of any
required regulatory approvals, the holders of the New Bonds will be deemed
to have consented to any such amendment or amendments of the Indenture.
(Section 1.05 of form of proposed New Supplemental Indenture).
Renewal and Replacement Fund
If, as at the end of any year, the aggregate amount expended by the
Company for property additions since December 31, 1966 is less than the
"replacement fund requirement" (referred to below) for the same period, the
Company is required to make up the deficit by depositing cash with the
Trustee, or by depositing with the Trustee bonds or prior lien obligations
which would otherwise be available as a basis for the issue of additional
bonds or by certifying unbonded property additions taken at 100% of the
amount certified. At the request of the Company, any cash so deposited may
be used to purchase or redeem (at the applicable Special Redemption Price)
bonds of such series as the Company may designate. A replacement fund
deficit may thereafter be offset by expenditures in a later year in excess of
the requirement for such year and thereupon the Company will be entitled, to
the extent of such offset, to the return of cash, bonds or prior lien
obligations deposited to make up the deficit or to reinstate as bondable any
property additions certified for such purpose (Section 6.06).
The replacement fund requirement is computed on an annual basis, and is
equal, for each year, to 2.25% of the average of the amounts carried on the
Company's books for depreciable property at the beginning and end of the year
(Section 1.01(pp)). As of June 30, 1994, the Company's expenditures for
property additions had exceeded the replacement fund requirement by
$4,326,837,996.
Withdrawal or Application of Cash
Cash deposited with the Trustee pursuant to the sinking and improvement
fund or replacement fund requirements may, at the Company's option, be
withdrawn against a certification of unbonded property additions, or against
the deposit of bonds or prior lien obligations which would otherwise be
available to be made the basis of the issue of additional bonds or may be
applied to the purchase or redemption (at the applicable Special Redemption
Price) of bonds of such series as the Company may designate (Sections 6.06,
6.14 and 9.04). Where cash to be withdrawn against a certification of
unbonded property additions has been deposited pursuant to the sinking and
improvement fund requirement, a withdrawal is permitted equal to 60% (or such
greater percent, not exceeding 66-2/3%, as may be authorized by the SEC under
the Holding Company Act) of the amount certified (Section 6.14). When the
cash to be withdrawn has been deposited under the replacement fund
requirement, a withdrawal equal to 100% is permitted (Section 6.06).
Restrictions on the redemption of New Bonds at the applicable Special
Redemption Price with moneys deposited with the Trustee pursuant to the
annual sinking and improvement fund are set forth in "Redemption Provisions."
Dividend Restrictions
The Indenture contains restrictions on the payment of common stock
dividends, which were included in certain Supplemental Indentures at the time
of issuance of prior series of bonds. If a dividend restriction is included
for any series of the New Bonds, the specific terms will be described in the
Prospectus Supplement for that series. The Supplemental Indenture dated as
of July 1, 1992, which contains restrictions applicable so long as any Series
VV Bonds, maturing July 1, 1999, are outstanding, currently contains the most
restrictive provision. Under this provision, the aggregate amount which may
be declared, paid or otherwise applied by the Company after the date of
issuance of a series of the New Bonds as dividends or other distributions on
its common stock (other than by way of stock dividends or when an equal
amount of cash is received concurrently as a capital contribution or on the
sale of common stock) or to the purchase or other acquisition of common stock
may not exceed earned surplus (as defined, and after deducting accrued
preferred stock dividends) accumulated after June 30, 1992, plus
$207,000,000, plus such further amount as may be authorized by the SEC under
the Holding Company Act. Pursuant to these provisions, unrestricted earned
surplus at June 30, 1994 would have amounted to approximately $226,955,221.
Similar dividend restrictions are binding on the Company so long as
certain prior series of the Company's bonds are outstanding.
Default
The Indenture provides that the following events will constitute
"events of default" thereunder: failure to pay principal; failure for 90
days to pay interest; failure to perform any of the other Indenture covenants
for 90 days after notice to the Company; failure to perform any covenant
contained in any lien securing prior lien obligations if such default permits
enforcement of the lien; and certain events in bankruptcy, insolvency or
receivership (Section 10.02). The Indenture requires the Company to deliver
to the Trustee an annual officers' certificate as to compliance with certain
provisions of the Indenture (Section 6.16).
The Indenture provides that, if any event of default exists, the holders
of a majority in principal amount of the bonds outstanding may, after tender
to the Trustee of indemnity satisfactory to it, direct the sale of the
mortgaged property (Section 10.04).
Modification of the Indenture
The Indenture may be supplemented or amended to convey additional
property, to state indebtedness of companies merged, to add further
limitations to the Indenture, to evidence a successor company, or to make
such provision in regard to questions arising under the Indenture as may be
necessary or desirable and not inconsistent with its terms (Section 14.01).
The Indenture also permits the modification, with the consent of holders
of 66-2/3% of the bonds affected, of any provision of the Indenture, except
that (a) no such modification may effect a reduction of such percentage or
the creation of a lien prior to or concurrent with that of the Indenture
unless all bondholders consent, (b) no bondholder who refuses to consent may
be deprived of his security and (c) the Company's obligations as to the
maturities, payment of principal, interest or premium and other terms of
payment may not be modified unless all affected bondholders consent (Section
14.03).
DESCRIPTION OF THE NEW PREFERRED STOCK
General
The Company's capital stock consists of shares of Common Stock, $25 par
value per share, as well as two classes of preferred stock, one designated
"Preferred Stock," having a par value of $50 per share, and the other
designated "Class A Preferred Stock," having a par value of $25 per share.
The Preferred Stock and the Class A Preferred Stock are hereinafter sometimes
collectively referred to as the Senior Stock.
Shares of the Preferred Stock and shares of Class A Preferred Stock rank
on a parity in respect of dividends or payment in case of liquidation, and,
to the extent not fixed and determined by the Company's certificate of
incorporation, have the same rights, preferences and powers. Voting rights
are the only differences in rights between the two classes and are summarized
below under "Voting Rights."
The Preferred Stock and the Class A Preferred Stock may be issued from
time to time in series when authorized by the Company's Board of Directors,
up to the number of authorized but unissued shares of Preferred Stock and
Class A Preferred Stock, respectively, set forth in the Company's certificate
of incorporation, as amended from time to time. The series designation,
dividend rate (or method of determining dividend rate), redemption prices and
other terms of each series are determined by the Board of Directors to the
extent not fixed by the Company's certificate of incorporation.
The general provisions of the Senior Stock, applicable to all series of
Preferred Stock and Class A Preferred Stock, and the specific provisions
applicable to each series, including the New Preferred Stock, are set forth
in the certificate of incorporation. Copies of the applicable provisions of
the certificate of incorporation entitled Amended and Restated Provisions of
Statutory Certificate of Incorporation with Respect to Capital Stock of The
Connecticut Light and Power Company, and forms of the proposed amendments to
the certificate of incorporation establishing series of the New Preferred
Stock are filed with or incorporated by reference in the registration
statement of which this Prospectus is a part (the Registration Statement), as
exhibits.
The provisions of the Company's Senior Stock are summarized below, and
the article references are to the provisions of Part II of the certificate of
incorporation. The summary does not purport to be complete or to cover all
the provisions thereof and reference is made to the aforementioned exhibits
to the Registration Statement for a complete statement of the Senior Stock
provisions.
The New Preferred Stock will be transferable at the offices of Northeast
Utilities Service Company (NUSCO), Berlin, Connecticut, Transfer Agent and
Registrar for the Senior Stock. Both the Company and NUSCO are wholly-owned
subsidiaries of Northeast Utilities.
Earnings Coverage - Senior Stock Provision
The Senior Stock Provisions of the Company's certificate of
incorporation require for the issuance of additional Senior Stock that Income
Before Interest Charges (as defined) be at least one and one-half times the
pro forma annual interest charges on all indebtedness and annual dividend
requirements on the Senior Stock to be outstanding after the issuance of the
additional stock (see "Voting Rights"). On the basis of the Income Before
Interest Charges and the indebtedness and the Senior Stock outstanding as of
June 30, 1994, this ratio was 2.36.
Dividend Rights
Holders of Senior Stock of each class and series are entitled to receive
cumulative dividends when declared by the Board of Directors at the rate
provided for such class and series. Dividends may not be declared or paid on
a particular class and series of the Senior Stock unless dividends have been
or are contemporaneously declared or paid on the Senior Stock of all other
classes and series for all dividend periods terminating on the same or an
earlier date. No dividend may be paid on the Common Stock or other stock of
the Company subordinate to the Senior Stock in respect of dividends or assets
(which together with Common Stock is defined as "junior stock") unless full
cumulative dividends to the last preceding dividend date have been paid or
set apart for payment of the Senior Stock (Section II, Sections 1, 2 and 3).
The Company is, in effect, prohibited from making payments on junior
stock, by way of dividends or otherwise (other than in shares of junior
stock), in an amount which, if the percentage of junior stock equity (as
defined) to total capitalization (as defined) is less than 20%, would,
together with all other junior stock payments made within the preceding 12
months, exceed 50% of net income available for dividends on junior stock, or,
if such percentage is between 20% and 25%, would, together with all other
junior stock payments made within the preceding 12 months, exceed 75% of such
net income (Section II, Sections 4, 5 and 6).
Dividends on each series of New Preferred Stock will be payable
quarterly or otherwise at the rate provided for such series.
Sinking Fund Provisions
If a sinking fund is provided for a particular series of New Preferred
Stock, the Prospectus Supplement will describe the terms of the sinking fund
for that series. See "Redemption and Purchase" below for limitations on the
Company's right to redeem or purchase Senior Stock if the Company is in
arrears in the payment of dividends on any outstanding shares of Senior
Stock.
Redemption and Purchase
All or any part of any series of Senior Stock outstanding may be
redeemed, subject to certain limitations, at any time at the redemption price
established for such series, except that no redemption of less than all
shares of Senior Stock outstanding may be made if the Company is in arrears
with respect to payment of dividends on any shares of Senior Stock
outstanding (Section III, Sections 1 through 3).
The Company may purchase any outstanding shares of Senior Stock upon the
best terms reasonably obtainable, but not exceeding the then-current
redemption price of such shares, except that no such purchase may be made if
the Company is in arrears with respect to payment of dividends on any shares
of Senior Stock outstanding or if any event of default exists under the
Senior Stock provisions (Section III, Section 6).
Unless otherwise provided in the Prospectus Supplement, each series of
the New Preferred Stock will be redeemable for other than sinking fund
purposes as a whole or in part at any time, at the option of the Company upon
at least 30 days' prior written notice on the terms described in the
Prospectus Supplement for that series.
See the Prospectus Supplement with respect to any particular series of
New Preferred Stock for more information concerning the redemption provisions
for that series.
Liquidation Rights
The Senior Stock is entitled to receive upon voluntary liquidation the
then-current redemption price for the particular series and, upon involuntary
liquidation, $50 per share in the case of the Preferred Stock and $25 per
share in the case of the Class A Preferred Stock, plus in each case all
dividends accrued and unpaid to the date of such payment, before any payment
is made on junior stock (Section IV).
Voting Rights
Except as otherwise provided by law or, as described below, by the
Senior Stock provisions, holders of Senior Stock have no voting rights.
Whenever the holders of the Senior Stock have the right to vote or
consent to an action as provided by law or by the Senior Stock provisions,
both classes of Senior Stock (except as described below) vote together as a
single class, with each outstanding share of Senior Stock entitled to vote
enjoying voting rights proportionate to the ratio of (i) the par value
represented by such share to (ii) the par value represented by all shares of
Senior Stock then outstanding. In accordance with such formula, each share
of Preferred Stock ($50 par value) will be entitled to a weighted vote equal
to twice the vote of each share of Class A Preferred Stock ($25 par value).
Whenever only one class of the Senior Stock shall have the right to vote or
consent to an action as provided by law or, as described below, by the Senior
Stock provisions, or whenever each class of the Senior Stock shall be
entitled or be required to vote as a separate class on a matter, each
outstanding share of such class entitled to vote shall be entitled to one
vote on each such matter (Section V, Section 2).
Whenever dividends on any share of Senior Stock are in arrears in an
amount equal to or exceeding full dividend payments for one year or whenever
there exists a default in the performance of any of the Senior Stock
provisions or a default on which action has been taken by bondholders or the
trustee of any mortgage of the Company, or whenever the Company has been
declared bankrupt or a receiver of its property has been appointed, the
holders of both classes of Senior Stock have the right, voting together as a
single class, to elect the smallest number of directors necessary to
constitute a majority of the Board of Directors. Such voting rights shall
cease upon the termination of the condition giving rise thereto (Section V,
Section 3).
Without the consent of the holders of a majority of the aggregate voting
rights represented by shares of the Senior Stock then outstanding, or in the
event of dissent by or negative vote of holders of one-third of the aggregate
voting rights represented by shares of the Senior Stock then outstanding, the
Company may not (Section VI, Section 4):
1. Issue or assume unsecured notes, unsecured debentures or
other securities representing unsecured debt (except to redeem all
outstanding shares of Senior Stock or to refund or renew unsecured
indebtedness) in excess of 20% of the Company's outstanding capital
stock, surplus and secured indebtedness, or, with respect to unsecured
indebtedness having maturities of less than 10 years, in excess of 10%
of outstanding capital stock, surplus and secured indebtedness. Payment
due upon the maturity of unsecured debt having an original single stated
maturity of 10 years or more is not regarded as unsecured debt with a
maturity of less than 10 years until within three years of the maturity
thereof, and each of the payments due upon any unsecured debt having an
original stated maturity for the final serial payment of 10 years or
more is not regarded as an unsecured debt of a maturity of less than 10
years until within three years of the maturity of the final serial
payment.
By the affirmative vote of the holders of a majority of the
outstanding shares of Senior Stock at a stockholders' meeting held on
December 15, 1993, the Company has been authorized, notwithstanding such
limitations, to incur unsecured indebtedness, having maturities of not
more than ten years, in excess of 10% of its capital stock, surplus and
secured indebtedness, provided that (i) such indebtedness is issued on
or before March 31, 2004, (ii) such indebtedness has maturities not
later than March 31, 2005, and (iii) the limitation on all unsecured
indebtedness of the Company to 20% of its capital stock, surplus and
secured indebtedness is complied with.
2. Issue, sell or otherwise dispose of any shares of then
authorized but unissued Senior Stock or any other stock ranking on a
parity with or having priority over the Senior Stock as to dividends or
assets if (a) for a period of 12 consecutive calendar months within the
15 calendar months immediately preceding the month of issue Income
Before Interest Charges (as defined) for said period available for the
payment of interest (including, in any case in which stock is to be
issued in connection with the acquisition of property, the Income Before
Interest Charges of the property to be acquired) was not at least one
and one-half times the sum of (i) the interest charges for one year on
indebtedness to be outstanding immediately following the proposed issue,
sale or other disposition, (ii) annual dividend requirements on shares
of Senior Stock and stock ranking on a parity with or having priority
over the Senior Stock outstanding and proposed to be issued and (iii)
certain rental charges, or (b) such issue would bring the aggregate of
the amount payable on involuntary liquidation of the Company with
respect to all shares of Senior Stock and all shares of stock ranking on
a parity with or having priority over the Senior Stock to an amount in
excess of "junior stock equity" (as defined).
Without the consent of the holders of at least two-thirds of the
aggregate voting rights represented by shares of the Senior Stock then
outstanding, or at least two-thirds of the outstanding shares of the class of
Senior Stock affected if only one such class is affected, the Company may
not:
1. Increase the authorized amount of the Preferred Stock or
stock ranking on a parity with the Preferred Stock as to dividends or
assets beyond 9,000,000 shares and $450,000,000 aggregate par or stated
value or increase the authorized amount of Class A Preferred Stock or
stock ranking on parity with the Class A Preferred Stock as to dividends
and assets beyond 8,000,000 shares and $200,000,000 aggregate par or
stated value (Section VI, Section 3).
2. Authorize or issue any shares of any class of stock having
priority over the Senior Stock as to dividends or assets or issue any
shares of any such prior ranking stock more than 12 months after the
date of the vote authorizing such prior ranking stock (Section VI,
Section 1).
3. Change the rights, preferences or powers of the Senior Stock
so as to affect adversely such rights, preferences or powers, provided
that in no event may any reduction of the dividend rate or of amounts
payable on redemption or liquidation with respect to any share of Senior
Stock of either class be made without the consent of the holder thereof
and that no such reduction with respect to shares of any particular
series of either class of the Senior Stock may be made without the
consent of all the holders of shares of such series (Section VI,
Section 2).
The Senior Stock provisions require the consent of the holders of a
majority of the aggregate voting rights represented by shares of the Senior
Stock then outstanding for a merger or consolidation of the Company with or
into any other corporation or for a sale of all or substantially all of the
Company's assets unless such merger, consolidation or sale, or the issuance
or assumption of securities in the effectuation thereof, shall have been
permitted under the Holding Company Act (Section VII). The Connecticut Stock
Corporation Act presently requires, with minor exceptions, the affirmative
vote of the holders of at least two-thirds of the outstanding shares of each
class of the Company's capital stock, including the Preferred Stock and the
Class A Preferred Stock, each voting as a separate class, to approve such a
merger, consolidation or sale.
Miscellaneous
Except as otherwise expressly provided by law, the Senior Stock has no
preemptive or conversion rights and (except as provided with respect to a
particular series of either class of the Senior Stock) is not entitled to the
benefit of any sinking fund. See "Sinking Fund Provisions." Upon due
issuance and the receipt by the Company of the purchase price therefor, all
shares of the New Preferred Stock will be fully paid and nonassessable.
See "Description of the New Bonds - Other Financial Restrictions" for a
description of certain financial restrictions applicable to the Company as a
result of NU's 1992 acquisition of PSNH.
BOOK-ENTRY ONLY SYSTEM
The description which follows of the procedures and recordkeeping with
respect to beneficial ownership interests in the New Bonds, payments of
principal of, and premium, if any, and interest on, the New Bonds to DTC and
its Participants or Beneficial Owners, in each case as defined below,
confirmation and transfer of beneficial ownership interests in the New Bonds
and other related transactions by and among DTC, the DTC Participants and
Beneficial Owners is based solely on information furnished by DTC.
DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Bank
Law, a member of the Federal Reserve System, a "clearing corporation" within
the meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934. DTC holds securities that its participants
(Participants) deposit with DTC. DTC also facilitates the settlement among
Participants of securities transactions, such as transfers and pledges, in
deposited securities through electronic computerized book-entry changes in
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. Direct Participants (Direct Participants) include
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations. DTC is owned by a number of its Direct
Participants and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc. and the National Association of Securities Dealers, Inc.
Access to the DTC system is also available to others such as securities
brokers and dealers, banks and trust companies that clear through or maintain
a custodial relationship with a Direct Participant, either directly or
indirectly (Indirect Participants). The rules applicable to DTC and its
Participants are on file with the SEC.
Purchases of New Bonds under the DTC system must be made by or through
Direct Participants, which will receive a credit for the New Bonds on DTC's
records. The ownership interest of each actual purchaser of New Bonds
(Beneficial Owner) is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchase, but Beneficial Owners are expected
to receive written confirmations providing details of the transaction, as
well as periodic statements of their holdings, from the Direct or Indirect
Participant through which the Beneficial Owner entered into the transaction.
Transfers of ownership interests in the New Bonds are to be accomplished by
entries made on the books of Participants acting on behalf of Beneficial
Owners. Beneficial Owners will not receive certificates representing their
ownership interests in the New Bonds, except in the event that use of the
book-entry system for the New Bonds is discontinued. SO LONG AS CEDE & CO.,
AS NOMINEE FOR DTC, IS THE SOLE HOLDER OF THE NEW BONDS, THE TRUSTEE SHALL
TREAT CEDE & CO. AS THE ONLY HOLDER OF THE NEW BONDS FOR ALL PURPOSES UNDER
THE INDENTURE, INCLUDING RECEIPT OF ALL PRINCIPAL OF, AND PREMIUM, IF ANY,
AND INTEREST ON SUCH NEW BONDS, RECEIPT OF NOTICES, AND VOTING AND REQUESTING
OR DIRECTING THE TRUSTEE NEW TO TAKE OR NOT TO TAKE, OR CONSENTING TO,
CERTAIN ACTIONS UNDER THE INDENTURE.
To facilitate subsequent transfers, all New Bonds deposited by
Participants with DTC are registered in the name of DTC's partnership
nominee, Cede & Co. The deposit of New Bonds with DTC and their registration
into the name of Cede & Co. effect no change in beneficial ownership. DTC
has no knowledge of the actual Beneficial Owners of the New Bonds; DTC's
records reflect only the identify of the Direct Participants to whose
accounts such New Bonds are credited, which may or may not be the Beneficial
Owners. The Participants will remain responsible for keeping account of
their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed
by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Redemption notices, if any, shall be sent to Cede & Co. If less than
all of the New Bonds within an issue are being redeemed, DTC's practice is to
determine by lot the amount of the interest of each Direct Participant in
such issue to be redeemed.
Neither DTC nor Cede & Co. will consent or vote with respect to the New
Bonds. Under its usual procedures, DTC mails an Omnibus Proxy to the Company
as soon as possible after the record date. The Omnibus Proxy assigns Cede &
Co.'s consenting or voting rights to those Direct Participants to whose
accounts the New Bonds are credited on the record date (identified in a
listing attached to the Omnibus Proxy).
Principal of, and premium, if any, and interest payments on the New
Bonds will be made to DTC. DTC's practice is to credit Direct Participants'
accounts on the applicable payment date in accordance with their respective
holdings shown on DTC's records unless DTC has reason to believe that it will
not receive payment on such date. Payments by Participants to Beneficial
Owners will be governed by standing instructions and customary practices, as
is the case with securities held for the accounts of customers in bearer form
or registered in "street name," and will be the responsibility of such
Participant and not of DTC, the Trustee or the Company, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Payment of principal, and premium, if any, and interest to DTC is the
responsibility of the Company or the Trustee, disbursement of such payments
to Direct Participants shall be the responsibility of DTC and disbursement of
such payments to the Beneficial Owners shall be the responsibility of Direct
and Indirect Participants.
DTC may discontinue providing its services as securities depository with
respect to the New Bonds at any time by giving notice to the Company or the
Trustee. Under such circumstances, in the event that a successor securities
depository is not obtained, individual bond certificates are required to be
printed and delivered.
The Company may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In that event,
individual bond certificates will be printed and delivered.
The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that the Company believes to be
reliable (including DTC), but the Company takes no responsibility for the
accuracy thereof.
THE COMPANY, THE UNDERWRITERS AND THE TRUSTEE HAVE NO RESPONSIBILITY OR
OBLIGATION TO THE DTC PARTICIPANTS OR THE BENEFICIAL OWNERS WITH RESPECT TO
(A) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT; (B)
THE PAYMENT BY ANY DTC PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER
IN RESPECT OF THE PRINCIPAL OF, AND PREMIUM, IF ANY, AND INTEREST ON, THE NEW
BONDS; (C) THE DELIVERY OR TIMELINESS OF DELIVERY BY DTC TO ANY DTC
PARTICIPANT OR BY ANY DTC PARTICIPANT TO ANY BENEFICIAL OWNER OF ANY NOTICE
WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE INDENTURE TO BE GIVEN
TO HOLDERS OF THE NEW BONDS; OR (D) ANY OTHER ACTION TAKEN BY DTC, OR ITS
NOMINEE, CEDE & CO., AS HOLDER OF THE NEW BONDS.
LEGAL OPINIONS AND EXPERTS
Legal matters in connection with the issue of the New Securities will be
passed upon for the Company by Robert P. Wax, Esq., Vice President, Secretary
and General Counsel of the Company, or Jeffrey C. Miller, Assistant General
Counsel of NUSCO. Legality of the New Securities will be passed upon for the
underwriters or other purchasers by Winthrop, Stimson, Putnam & Roberts, One
Battery Park Plaza, New York, New York.
Statements of law and legal conclusions herein and in the Registration
Statement pertaining to the description of the New Bonds have been reviewed
by Mr. Miller. Certain statements of law and legal conclusions set forth in
the Company's Annual Report on Form 10-K for 1993 and its Quarterly Reports
on Form 10-Q for the quarters ended March 31, 1994 and June 30, 1994 with
respect to short-term borrowing authority and the earnings coverage
requirement of the Indenture and preferred stock provisions of the Company,
its franchises, its participation in joint projects, the laws and regulations
to which it is or may be subject, and litigation and legal proceedings, have
been reviewed by Mr. Miller and said statements are made upon his authority
as an expert.
The Company's audited financial statements and schedules related
thereto, incorporated by reference in this Prospectus, have been audited by
Arthur Andersen & Co., independent public accountants, as indicated in their
reports with respect thereto, which have also been incorporated by reference
herein, in reliance upon the authority of said firm as experts in accounting
and auditing in giving said reports.
PLAN OF DISTRIBUTION
The Company will sell the New Securities in one or more sales, pursuant
to a negotiated underwriting or pursuant to the solicitation (through the
giving of notice to two or more potential purchasers) and acceptance of a
proposal or proposals for the purchase of all or any portion of the New
Securities. Purchasers of the New Securities may include underwriters or
purchasers acting for themselves. If underwriters are involved in the sale,
the applicable series of New Securities will be acquired by the underwriters
for their own account and may be resold from time to time in one or more
transactions, including negotiated transactions, at a fixed public offering
price or at various prices determined at the time of sale.
The Prospectus Supplement relating to a series of New Securities will
set forth the purchase price of New Securities of such series with respect to
which an agreement of sale has been entered into by the Company, the proceeds
to the Company from such sale, and the terms of any reoffering of New
Securities, including the names of any underwriters, the underwriters'
discounts and allowances, any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers. Any initial public
offering price and any discounts or concessions allowed or reallowed or paid
to dealers with respect to New Securities may be changed from time to time.
Unless otherwise set forth in the Prospectus Supplement, the obligations of
the underwriters or other purchasers will be subject to certain conditions
precedent and the underwriters or other purchasers will be obligated to
purchase all of the New Securities of the applicable series if any of them
are purchased, provided that under certain circumstances involving a default
of underwriters or other purchasers, less than all of the New Securities of a
series may be purchased.
The Company may indemnify any underwriter or other purchaser of a series
of the New Securities against certain liabilities, including liabilities
under the Securities Act of 1933.
RATIO OF EARNINGS TO FIXED CHARGES
Below are set forth the ratios of earnings to fixed charges for each of
the years in the period 1989 through 1993 and for the twelve months ended
June 30, 1994. The ratios have been restated to reflect only the revenues
and income from the Company's continuing electric business. The Company
divested its gas business on June 30, 1989.
Twelve-Month
Period Ended Ratio
December 31, 1989 . . . . . . . . . . . 2.32
December 31, 1990 . . . . . . . . . . . 2.53
December 31, 1991 . . . . . . . . . . . 3.02
December 31, 1992 . . . . . . . . . . . 2.96
December 31, 1993 . . . . . . . . . . . 2.71
June 30, 1994 (unaudited) . . . . . . . 3.39
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDS
Below are set forth the ratios of earnings to fixed charges and
preferred dividends for each of the years in the period 1989 through 1993 and
for the twelve months ended June 30, 1994. The ratios have been restated to
reflect only the revenues and income from the Company's continuing electric
business. The Company divested its gas business on June 30, 1989.
Twelve-Month
Period Ended Ratio
December 31, 1989 . . . . . . . . . . . 1.95
December 31, 1990 . . . . . . . . . . . 2.03
December 31, 1991 . . . . . . . . . . . 2.34
December 31, 1992 . . . . . . . . . . . 2.27
December 31, 1993 . . . . . . . . . . . 2.01
June 30, 1994 (unaudited) . . . . . . . 2.55
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Filing fee-Securities and Exchange Commission-
(1933 Act). . . . . . . . . . . . . . . . . . . . . . . $103,449
Trustee's fees*. . . . . . . . . . . . . . . . . . . . . .100,000
Fees of Transfer Agent*. . . . . . . . . . . . . . . . . . 50,000
Legal fees*. . . . . . . . . . . . . . . . . . . . . . . . 51,000
Accounting fees* . . . . . . . . . . . . . . . . . . . . . 80,000
Printing expenses* . . . . . . . . . . . . . . . . . . . . 50,000
Rating agency fees*. . . . . . . . . . . . . . . . . . . .150,000
Northeast Utilities Service Company expenses*. . . . . . . 30,000
Blue Sky*. . . . . . . . . . . . . . . . . . . . . . . . . .6,000
Miscellaneous* . . . . . . . . . . . . . . . . . . . . . . .7,551
$628,000
______________________
*Estimated. All expenses assume two bond and one preferred stock issues.
Item 15.Indemnification of Directors and Officers.
Indemnification of the Company's officers and directors is governed by
Section 33-320a of the Connecticut Stock Corporation Act (see Exhibit 28
hereto).
Directors and officers insurance is also provided.
Item 16.Exhibits.
Each document referred to below is incorporated by reference to the files of
the Securities and Exchange Commission, unless the reference to the document
is indicated by an asterisk.
Exhibit No. Description
1.1* - Proposed form of Underwriting Agreement for New Bonds.
1.2* - Proposed form of Underwriting Agreement for New Preferred
Stock.
4.1 - Certificate of Incorporation of the Company, restated to March
22, 1994. (Exhibit 3.2.2, 1993 NU Form 10-K, File No. 1-5324).
4.2 - By-laws of the Company as amended to March 1, 1982. (Exhibit
3.2.2, 1993 NU Form 10-K, File No. 1-5324).
4.3* - Form of proposed Certificate of Amendment establishing the
terms and provisions of a series of the Preferred Stock.
4.4 - Indenture of Mortgage and Deed of Trust between the Company
and Bankers Trust Company, Trustee, dated as of May 1, 1921.
(Composite including all twenty-four amendments to May 1,
1967.) (Exhibit 4.1.1, 1989 NU Form 10-K, File No. 1-5324.)
Supplemental Indentures to the Composite May 1, 1921 Indenture
of Mortgage and Deed of Trust between the Company and Bankers
Trust Company, dated as of:
4.5 - April 1, 1967. (Exhibit 4.16, File No. 2-60806)
4.6 - January 1, 1968. (Exhibit 4.18, File No. 2-60806)
4.7 - December 1, 1969. (Exhibit 4.20, File No. 2-60806)
4.8 - June 30, 1982. (Exhibit 4.33, File No. 2-79235)
4.9 - September 1, 1989. (Exhibit 4.1.25, 1989 NU Form 10-K, File
No. 1-5324)
4.10 - December 1, 1989. (Exhibit 4.1.26, 1989 NU Form 10-K, File
No. 1-5324)
4.11 - April 1, 1992. (Exhibit 4.30, File No. 33-59430)
4.12 - July 1, 1992. (Exhibit 4.31, File No. 33-59430)
4.13 - October 1, 1992. (Exhibit 4.32, File No. 33-59430)
4.14 - July 1, 1993. (Exhibit A.10(b), File No. 70-8249)
4.15 - July 1, 1993. (Exhibit A.10(b), File No. 70-8249)
4.16 - December 1, 1993. (Exhibit 4.2.14, 1993 NU Form 10-K, File
No. 1-5324)
4.17 - February 1, 1994. (Exhibit 4.2.15, 1993 NU Form 10-K, File
No. 1-5324)
4.18 - February 1, 1994. (Exhibit 4.2.16, 1993 NU Form 10-K, File
No. 1-5324)
4.19* - June 1, 1994.
4.20* - Form of proposed New Supplemental Indenture to be used for
each series of New Bonds.
4.21 - Cross-reference sheet showing location in Indenture of
provisions inserted pursuant to Sections 310 through 318(a)
of the Trust Indenture Act of 1939. (Exhibit 2.32, File No.
2-68807)
5.1* - Opinion of Jeffrey C. Miller, Assistant General Counsel of
Northeast Utilities Service Company, as to the legality of the
New Securities, including consent of such counsel.
12.1* - Statement re computation of Ratio of Earnings to Fixed
Charges.
12.2* - Statement re computation of Ratio of Earnings to Fixed
Charges and Preferred Dividends.
23* - Consent of Arthur Andersen & Co. (See also Exhibit 5.1.)
24* - Power of Attorney. (See page II-4.)
25* - Form T-1 of Bankers Trust Company, Trustee.
28 - Section 33-320a of the Connecticut Stock Corporation Act.
(Exhibit 28, File No. 2-84026.)
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10 (a)(3) of the
Securities Act of 1933 (the "Act"); (ii) to reflect in the prospectus
any facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; (iii) to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material
change to such information in the registration statement; provided,
however, that (i) and (ii) do not apply if the registration statement is
on Form S-3, and the information required to be included in a post-
effective amendment by (i) and (ii) is contained in periodic reports
filed with or furnished to the Securities and Exchange Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) That, for the purposes of determining any liability under
the Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers or controlling persons of
the registrant pursuant to the provisions of Section 33-320a of the
Connecticut Stock Corporation Act, as amended, the Underwriting
Agreement, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered hereby and the
Securities and Exchange Commission is still of the same opinion, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and that the securities
registered hereby will be assigned a rating meeting Transaction Requirement
B.2 of Form S-3 by the time of the effectiveness of this registration
statement, and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the Town of
Berlin, and State of Connecticut, on this 29th day of August, 1994.
THE CONNECTICUT LIGHT AND POWER COMPANY
By /s/ Hugh C. MacKenzie
Hugh C. MacKenzie
Principal Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated. The Company and each person whose
signature appears below hereby constitute Robert E. Busch, John B. Keane,
Robert C. Aronson, Jeffrey C. Miller and Jane P. Seidl, and each of them
singly, their true and lawful attorneys, with full power to them and each of
them to sign for them and in their names, in the capacities indicated above
or below, as the case may be, any and all amendments to this registration
statement, hereby ratifying and confirming its or their signatures as it may
be signed by said attorneys to any and all amendments to said registration
statement.
Signature Title Date
/s/ Hugh C. MacKenzie President August 29, 1994
Hugh C. MacKenzie and Chief Executive Officer
Principal Executive Officer
/s/ Robert E. Busch Executive Vice President August 29, 1994
Robert E. Busch and Chief Financial Officer
Principal Financial Officer
/s/John W. Noyes Vice President and Controller August 29, 1994
John W. Noyes
Principal Accounting Officer
__________________ Chairman ________________
William B. Ellis
/s/Bernard M. Fox Vice Chairman August 29, 1994
Bernard M. Fox
/s/Robert G. Abair Director August 29, 1994
Robert G. Abair
_________________ Director ________________
John P. Cagnetta
/s/William T. Frain, Jr. Director August 29, 1994
William T. Frain, Jr.
/s/Cheryl W. Grise Director August 29, 1994
Cheryl W. Grise
/s/John B. Keane Director August 29, 1994
John B. Keane
/s/John F. Opeka Director August 29, 1994
John F. Opeka
II-4
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
EXHIBITS
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE CONNECTICUT LIGHT AND POWER COMPANY
Each document referred to below is incorporated by reference to the files of
the Securities and Exchange Commission, unless the reference to the document
is indicated by an asterisk.
Exhibit No. Description
1.1* - Proposed form of Underwriting Agreement for New Bonds.
1.2* - Proposed form of Underwriting Agreement for New Preferred
Stock.
4.1 - Certificate of Incorporation of the Company, restated to March
22, 1994. (Exhibit 3.2.2, 1993 NU Form 10-K, File No. 1-5324).
4.2 - By-laws of the Company as amended to March 1, 1982. (Exhibit
3.2.2, 1993 NU Form 10-K, File No. 1-5324).
4.3* - Form of proposed Certificate of Amendment establishing the
terms and provisions of a series of the Preferred Stock.
4.4 - Indenture of Mortgage and Deed of Trust between the Company
and Bankers Trust Company, Trustee, dated as of May 1, 1921.
(Composite including all twenty-four amendments to May 1,
1967.) (Exhibit 4.1.1, 1989 NU Form 10-K, File No. 1-5324.)
Supplemental Indentures to the Composite May 1, 1921 Indenture
of Mortgage and Deed of Trust between the Company and Bankers
Trust Company, dated as of:
4.5 - April 1, 1967. (Exhibit 4.16, File No. 2-60806)
4.6 - January 1, 1968. (Exhibit 4.18, File No. 2-60806)
4.7 - December 1, 1969. (Exhibit 4.20, File No. 2-60806)
4.8 - June 30, 1982. (Exhibit 4.33, File No. 2-79235)
4.9 - September 1, 1989. (Exhibit 4.1.25, 1989 NU Form 10-K, File
No. 1-5324)
4.10 - December 1, 1989. (Exhibit 4.1.26, 1989 NU Form 10-K, File
No. 1-5324)
4.11 - April 1, 1992. (Exhibit 4.30, File No. 33-59430)
4.12 - July 1, 1992. (Exhibit 4.31, File No. 33-59430)
4.13 - October 1, 1992. (Exhibit 4.32, File No. 33-59430)
4.14 - July 1, 1993. (Exhibit A.10(b), File No. 70-8249)
4.15 - July 1, 1993. (Exhibit A.10(b), File No. 70-8249)
4.16 - December 1, 1993. (Exhibit 4.2.14, 1993 NU Form 10-K, File
No. 1-5324)
4.17 - February 1, 1994. (Exhibit 4.2.15, 1993 NU Form 10-K, File
No. 1-5324)
4.18 - February 1, 1994. (Exhibit 4.2.16, 1993 NU Form 10-K, File
No. 1-5324)
4.19* - June 1, 1994.
4.20* - Form of proposed New Supplemental Indenture to be used for
each series of New Bonds.
4.21 - Cross-reference sheet showing location in Indenture of
provisions inserted pursuant to Sections 310 through 318(a)
of the Trust Indenture Act of 1939. (Exhibit 2.32, File No.
2-68807)
5.1* - Opinion of Jeffrey C. Miller, Assistant General Counsel of
Northeast Utilities Service Company, as to the legality of the
New Securities, including consent of such counsel.
12.1* - Statement re computation of Ratio of Earnings to Fixed
Charges.
12.2* - Statement re computation of Ratio of Earnings to Fixed
Charges and Preferred Dividends.
23* - Consent of Arthur Andersen & Co. (See also Exhibit 5.1.)
24* - Power of Attorney. (See page II-4.)
25* - Form T-1 of Bankers Trust Company, Trustee.
28 - Section 33-320a of the Connecticut Stock Corporation Act.
(Exhibit 28, File No. 2-84026.)
Exhibit 1.1
-------------------------
UNDERWRITING AGREEMENT
For the Purchase of First and Refunding Mortgage Bonds of
THE CONNECTICUT LIGHT AND POWER COMPANY
-------------------------
THE CONNECTICUT LIGHT AND POWER COMPANY
c/o Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004-1490
SECTION 1. Purchase and Sale. On the basis of the representations and
warranties, and subject to the terms and conditions set forth in this
agreement ("Underwriting Agreement"), each Underwriter (defined below) shall
purchase from The Connecticut Light and Power Company ("Company"), severally
and not jointly, and the Company shall sell to each of the Underwriters, the
principal amount of the Company's First and Refunding Mortgage % Bonds,
199 Series, set forth opposite the name of such Underwriter in Schedule I
hereto at the price specified on the last page of this Underwriting Agreement
(the aggregate principal amount of the Bonds being hereinafter referred to as
the "Bonds").
SECTION 2. Underwriters and Representative. The term "Underwriters,"
as used herein, shall be deemed to mean the several persons, firms or
corporations named in Schedule I hereto (including any substituted
Underwriters under the provisions of Section 6), and the
term "Representative," as used herein, shall be deemed to mean the
representative or representatives of such Underwriters by whom or on whose
behalf this Underwriting Agreement is signed. If there shall be only one
person, firm or corporation named in said Schedule I, the term "Underwriters"
and the term "Representative," as used herein, shall mean that person, firm
or corporation. All obligations of the Underwriters are several and not
joint.
SECTION 3. Description of the Bonds. The Bonds shall be in the
aggregate principal amount, and shall mature on the date set forth on the
last page of this Underwriting Agreement, and shall be issued under and
secured by an Indenture of Mortgage and Deed of Trust dated as of May 1, 1921
between the Company and Bankers Trust Company, Trustee (the "Trustee"), as
supplemented and amended by sixty- supplemental indentures and as to be
further supplemented and amended by a Supplemental Indenture to be dated as
of the date setforth on the last page of this Underwriting Agreement (the
original indenture with said supplemental indentures being herein
collectively called the Indenture), and to bear interest at the rate per
annum set forth on the last page of this Underwriting Agreement.
The Bonds and certain provisions of the Indenture are more fully described in
the Basic Prospectus hereinafter referred to and in the Company's notice to
the representatives of the prospective Underwriters in respect of the Bonds.
SECTION 4. Representations and Warranties of the Company. The Company
represents and warrants to the several Underwriters that:
(a) It has filed with the Securities and Exchange Commission
("Commission") a Registration Statement for the registration of up to
$300,000,000 aggregate principal amount of the Company's First and Refunding
Mortgage Bonds under the Securities Act of 1933, as amended ("Securities
Act"), and the qualification of the Indenture under the Trust Indenture
Act of 1939, as amended (the "1939 Act"). Registration Statement No. 33-
has been declared effective by the Commission and the Indenture has been
qualified under the 1939 Act. Registration Statement No. 33- , as amended
to the date hereof, including the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 under the Securities Act (the "Incorporated
Documents") are hereinafter collectively referred to as the "Registration
Statement." The prospectus forming a part of the Registration Statement
No. 33- , as it became effective, including incorporated documents, is
hereinafter referred to as the "Basic Prospectus." If the Basic Prospectus
shall have been amended, revised or supplemented (but excluding any
supplements to the Basic Prospectus relating solely to any of the Company's
First and Refunding Mortgage Bonds that are not included in the Bonds or any
Preferred Stock) before this Underwriting Agreement has been executed by
the Company and the Representative, or if the Company files any documents
pursuant to Section 13 or 14 of the Securities Exchange Act of 1934
("Exchange Act") after the time the Registration Statement No. 33-
initially became effective and up to the time of execution of this
Underwriting Agreement (but excluding documents incorporated therein by
reference relating solely to any of the Company's First and Refunding
Mortgage Bonds that are not included in the Bonds or any Preferred Stock),
which documents are deemed to be incorporated by reference in the Basic
Prospectus, the term "Basic Prospectus" as used herein shall also
mean such prospectus as so amended, revised or supplemented. The Basic
Prospectus as it shall be supplemented to reflect the terms of offering and
sale of the Bonds by a prospectus supplement ("Prospectus Supplement") to be
filed with the Commission pursuant to Rule 424 under the Securities Act
("Rule 424"), is hereinafter referred to as the "Prospectus." After this
Underwriting Agreement has been executed, the Company will not file with the
Commission (i) prior to the completion of the offering of the Bonds by the
Underwriters, which the Company may assume is the Closing Date (as hereafter
defined) unless notified to the contrary by the Underwriters, any amendment
to the Registration Statement (except any amendment to the Registration
Statement relating solely to any of the Company's First and Refunding
Mortgage Bonds that are not included in the Bonds or any Preferred Stock) or
supplement to the Prospectus or (ii) prior to the time that the Prospectus is
filed with the Commission pursuant to Rule 424, any document which is to be
incorporated by reference in, or any supplement to (including the Prospectus
Supplement), the Basic Prospectus, in either case without prior notice to the
Representative and to Winthrop, Stimson, Putnam & Roberts ("Counsel for the
Underwriters"), or any such amendment, supplement or document to which
said Counsel shall reasonably object in writing. For purposes of this
Underwriting Agreement, any document which is filed with the Commission after
this Underwriting Agreement has been executed, which is incorporated by
reference in the Prospectus pursuant to Item 12 of Form S-3, shall be deemed
a supplement to the Prospectus (except documents incorporated by reference
relating solely to any of the Company's First and Refunding Mortgage Bonds
that are not included in the Bonds or any Preferred Stock) and any reference
herein to the terms "Registration Statement" or "Prospectus" at a date after
the date hereof shall be deemed to refer to the Registration Statement or the
Prospectus, as the case may be, as each may be amended or supplemented to
such later date.
(b) When the Prospectus is filed with the Commission pursuant to Rule
424, and at the Closing Date (hereinafter defined), the Registration
Statement and the Prospectus, as they may then be amended or supplemented,
will fully comply in all material respects with the applicable provisions of
the Securities Act and the rules and regulations of the Commission thereunder
or pursuant to said rules and regulations will be deemed to comply therewith;
on the date it became effective, the Registration Statement did not, and, on
the date that any post-effective amendment to the Registration Statement
became or becomes effective (but excluding any post-effective amendment
relating solely to any of the Company's First and Refunding Mortgage Bonds
not included in the Bonds or any Preferred Stock), the Registration Statement
as amended by such post-effective amendment did not or will not, as the case
may be, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading; on the date the Prospectus is filed with the Commission
pursuant to Rule 424 and on the Closing Date (hereinafter defined), the
Prospectus, as it may be amended or supplemented, will not include an untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements therein, in light of the circumstances under
which they are made, not misleading, and on said dates the documents
incorporated by reference in the Prospectus as of said dates pursuant to Item
12 of Form S-3 will fully comply in all material respects with the applicable
provisions of the Exchange Act and the rules and regulations of the
Commission thereunder; any supplement to the Prospectus filed after the
Closing Date (hereinafter defined) but prior to the termination of the
offering of the Bonds will fully comply in all material respects with the
applicable provisions of the Securities Act and the rules and regulations of
the Commission thereunder or pursuant to said rules and regulations will be
deemed to comply therewith, and will not include any untrue statement of
a material fact or omit to state a material fact necessary in order to make
the statements therein, in light of the circumstances under which they are
made, not misleading; provided that the foregoing representations and
warranties in this paragraph (b) shall not apply to (i) statements or
omissions made in reliance upon and in conformity with written information
furnished to the Company by or through the Representative on behalf of any
Underwriter for use in connection with the preparation of the Registration
Statement or the Prospectus, as they may be amended or supplemented, or (ii)
statements in or omissions from that part of the Registration Statement that
constitutes the Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of the Trustee under the Indenture.
(c) The consummation by the Company of the transactions herein
contemplated and the fulfillment of the terms hereof will not result in a
breach of any of the terms or provisions of, or constitute a default under,
any indenture or other contract or agreement to which the Company is now or
at the Closing Date (hereinafter defined) will be a party, or the certificate
of incorporation or by-laws of the Company, in each case as amended through
the Closing Date, or any order of any court or administrative agency entered
in any proceeding to which the Company is now a party.
SECTION 5. Offering. Forthwith upon the execution of the Underwriting
Agreement, the Representative, acting on behalf of the Underwriters, shall
advise the Company whether a public offering of the Bonds is to be made, and,
if so, shall furnish to the Company (which information shall be confirmed in
writing as soon as practicable thereafter) (a) the information with respect
to the proposed reoffering of the Bonds and any related matters which is
required to complete the Prospectus Supplement or any post-effective
amendment to the Registration Statement which may be required and a copy of
any "agreement among underwriters;" (b) if a post-effective amendment to the
Registration Statement is required, a consent to the filing of the
post-effective amendment or a power-of-attorney authorizing an available
individual to sign the consent on its behalf; and (c) such further
information, if any, as may be required to be furnished by the Company under
the Public Utility Holding Company Act of 1935 ("Holding Company Act"). Such
information and the power-of-attorney may be provided by telecopier (in the
case of the power-of-attorney, followed promptly by an executed copy).
Nothing in the Underwriting Agreement shall be construed to require that
the Underwriters make a public offering on a "fixed price" basis; and the
Representative agrees to notify the Company in writing of any change in the
plan of distribution of the Bonds which would require a supplement to the
Prospectus or amendment to the Registration Statement.
SECTION 6. Time and Place of Closing. Delivery of the Bonds and
payment therefor shall be made at 10:00 a.m., New York time, on the date
which is business days after the date on which this Underwriting
Agreement has been executed, or at such other time and/or date as the
Representative and the Company may agree upon in writing or as may be
established in accordance with this Section 6. The hour and date of such
delivery and payment are herein called the "Closing Date." Payment for the
Bonds shall be made to the Company on the Closing Date by means of a
certified or official bank check or checks payable to the Company or its
order, payable in Federal Reserve funds or other funds immediately
available in New York City, at the offices of Winthrop, Stimson, Putnam &
Roberts, One Battery Park Plaza, New York, New York, upon the delivery of the
Bonds at said office to the Representative for the respective accounts of the
Underwriters against receipt therefor signed by the Representative on behalf
of itself and as agent for the other Underwriters.
Delivery of the Bonds shall be made in definitive fully registered form
in such authorized denominations of $1,000 and multiples thereof and
registered in such name or names as the Representative may request not later
than the second business day prior to the Closing Date, or, if no such
request is received, in the names of the respective Underwriters in
denominations selected by the Company. If the Representative shall request
that any of the Bonds be registered in a name or names other than that of the
Underwriter agreeing to purchase such Bonds, such Underwriter shall pay any
transfer taxes resulting from such request. At the option of the Company,
initial delivery of the Bonds may be made in temporary form exchangeable, at
the office of the Trustee, upon request, for Bonds of authorized
denominations in definitive fully registered form without charge to the
holders thereof as soon as is reasonably practicable.
For the purpose of expediting the checking of the Bonds by the
Representative on behalf of the Underwriters, the Company agrees to make such
Bonds available to the Representative for such purpose at the office of
Bankers Trust Company, One Bankers Trust Plaza, New York, New York, not later
than 2:00 p.m., New York time, on the last business day preceding the Closing
Date, or at such other place, time and/or date as may be agreed upon between
the Company and the Representative.
If any Underwriter shall fail or refuse (otherwise than for some reason
sufficient to justify, in accordance with the terms hereof, the termination
of its obligations hereunder) to purchase and pay for the principal amount of
the Bonds which it has agreed to purchase and pay for hereunder, the Company
shall immediately give notice to the Representative of the default of such
Underwriter, and the other Underwriters shall have the right within 24
hours after the receipt of such notice by the Representative to determine to
purchase, or to procure one or more others, who are members of the National
Association of Securities Dealers, Inc. ("NASD") (or, if not members of the
NASD, who are foreign banks, dealers or institutions not registered under the
Exchange Act and who agree in making sales to comply with the NASD's Rules of
Fair Practice), and satisfactory to the Company, to purchase, upon the terms
herein set forth, the principal amount of the Bonds which the defaulting
Underwriter had agreed to purchase. If any non-defaulting Underwriter or
Underwriters, or others, shall determine to purchase such Bonds, the
Representative shall give written notice to the Company of such determination
within 24 hours after it shall have received notice of any such default, and
thereupon the Closing Date shall be postponed for such period, not exceeding
three business days, as the Company shall determine. If in the event of such
default the Representative shall fail to give such notice, or shall within
such 24-hour period give written notice to the Company that no other
Underwriter or Underwriters, or others, will purchase said amount of the
Bonds, then the Underwriting Agreement may be terminated by the Company, upon
like notice given to the Representative, within a further period of 24 hours.
If in such case the Company shall not elect to terminate the Underwriting
Agreement, it shall have the right, irrespective of such default:
(a) to require such non-defaulting Underwriters to purchase and pay for
the respective principal amounts of Bonds that they had severally agreed to
purchase hereunder, as hereinabove provided, and, in addition, the principal
amount of Bonds that the defaulting Underwriter shall have so failed to
purchase up to a principal amount thereof equal to one-ninth (1/9) of the
respective principal amounts of Bonds that such non-defaulting Underwriters
have otherwise agreed to purchase hereunder, and/or
(b) to procure one or more others, members of the NASD (or, if not
members of the NASD, who are foreign banks, dealers or institutions not
registered under the Exchange Act and who agree in making sales to comply
with the NASD s Rules of Fair Practice), to purchase, upon the terms herein
set forth, the principal amount of Bonds that such defaulting Underwriter had
agreed to purchase, or that portion thereof that the remaining Underwriters
shall not be obligated to purchase pursuant to the foregoing clause (a).
In the event the Company shall exercise its rights under clause
(a)and/or (b) above, the Company shall give written notice thereof to the
Representative within such further period of 24 hours, and thereupon the
Closing Date shall be postponed for such period, not exceeding three business
days, as the Company shall determine. In the event the Company
shall be entitled to but shall not elect to exercise its rights under clause
(a) and/or (b), the Company shall be deemed to have elected to terminate the
Underwriting Agreement.
Any action taken by the Company under this Section 6 shall not relieve
any defaulting Underwriter from liability in respect of any default of such
Underwriter under the Underwriting Agreement. Termination by the Company
under this Section 6 shall be without any liability on the part of the
Company or any non-defaulting Underwriter, except as otherwise provided in
paragraph (j) of Section 7.
In the computation of any period of 24 hours referred to in this Section
6, there shall be excluded a period of 24 hours in respect of each Saturday,
Sunday or legal holiday which would otherwise be included in such period of
time.
SECTION 7. Certain Covenants of the Company. In further consideration
of the agreements of the Underwriters herein contained, the Company covenants
as follows:
(a) As soon as practicable after the execution of this Underwriting
Agreement, to file the Prospectus with the Commission pursuant to Rule 424
and to advise the Representative of such filing.
(b) As soon as the Company is advised thereof, to advise the
Representative and confirm such advice in writing of any request made by the
Commission for amendments to the Registration Statement or amendments or
supplements to the Prospectus or for additional information with respect
thereto or of the issue of a stop order suspending the effectiveness of the
Registration Statement or an order directed to the adequacy of any document
incorporated by reference in the Registration Statement, or of the initiation
or threat of any proceedings for either purpose and, if such a stop order
should be issued by the Commission, to make every reasonable effort to obtain
the lifting or removal thereof as soon as possible and, if such an order as
to a document incorporated by reference in the Registration Statement should
be issued by the Commission, to make every reasonable effort to comply with
such order and to correct any deficiency in such document as soon as
possible.
(c) To deliver to the Underwriters through the Representative, without
charge, as soon as practicable on or after the filing of the Prospectus and
from time to time thereafter during such period of time (not exceeding nine
months) after the Prospectus has been filed with the Commission pursuant to
Rule 424 as the Underwriters are required by law to deliver a prospectus, as
many copies of the Prospectus (as then supplemented or amended if the Company
shall have made any supplements or amendments thereto but not including any
documents incorporated therein by reference unless specifically requested by
the Representative) as the Representative may reasonably request; and in case
any Underwriter is required to deliver a prospectus after the expiration of
nine months after the Prospectus has been filed with the Commission pursuant
to Rule 424 to furnish to such Underwriter through the Representative, upon
request of the Representative, at the expense of such Underwriter, a
reasonable quantity of a supplemental prospectus or of supplements to the
Prospectus, complying with Section 10(a)(3) of the Securities Act.
(d) To furnish to the Representative an executed copy or a copy
certified by an officer of the Company of the Registration Statement No. 33-
as initially filed with the Commission and of all amendments and supplements
thereto (including documents incorporated by reference and all exhibits,
exclusive of exhibits incorporated by reference), and to furnish to the
Representative sufficient plain copies of said Registration Statement and of
all amendments and supplements thereto (including documents incorporated by
reference but exclusive of exhibits) for distribution of two each to the
Underwriters.
(e) If the Underwriters constitute "underwriters" within the meaning of
Section 2(11) of the Securities Act, then, for such period of time (not
exceeding nine months) after the Prospectus has been filed with the
Commission pursuant to Rule 424 as they are required by law to deliver a
prospectus, if any event shall have occurred as a result of which it is
necessary to amend or supplement the Prospectus in order to make the
statements therein, in light of the circumstances when the Prospectus is so
delivered, not misleading, forthwith upon request by the Representative to
prepare and furnish, at the Company's own expense, unless such event shall
have occurred in the purchasing and distributing arrangements of the
Underwriters, in which event at the expense of the Underwriters, to the
Underwriter, and to dealers (whose names and addresses are furnished to the
Company by the Representative) to whom any of the Bonds may have been sold,
to the Representative on behalf of the Underwriters and to any other dealers
making such request, either amendments to the Prospectus or supplemental
information or any appropriate filing pursuant to Section 13 or 14 of the
Exchange Act which will supplement the Prospectus, so that the statements in
the Prospectus as so amended or supplemented will not, in light of the
circumstances when the Prospectus is so delivered, be misleading.
(f) During the period when a prospectus relating to the Bonds is
required to be delivered under the Securities Act, to file promptly all
documents required to be filed with the Commission pursuant to Section 13 or
14 of the Exchange Act subsequent to the time the Registration Statement
becomes effective.
(g) To make generally available to the Company's security holders and
to holders of the Bonds as soon as practicable, an earnings statement (which
need not be audited) covering a period of at least twelve months beginning
with the first day of the month immediately following the date the Prospectus
is filed with the Commission pursuant to Rule 424, which earnings statement
shall satisfy the provisions of Section 11(a) of the Securities Act.
(h) To use its best efforts to qualify the Bonds for offer and sale
under the securities or "Blue Sky" laws of such jurisdictions as the
Representative may designate within six months after the date hereof and to
pay fees and expenses in connection therewith in an amount not exceeding
$5,000 in the aggregate (including filing fees and expenses paid and incurred
prior to the date hereof); provided, however, that the Company shall not be
required to qualify as a foreign corporation or to file a consent to service
of process or to file annual reports or to comply with any other requirements
deemed by the Company to be unduly burdensome.
(i) To pay all expenses, fees and taxes (other than transfer taxes) in
connection with (1) the preparation and filing of the Registration Statement
and the Prospectus, (2) the preparation, execution, filing and recording of
the Indenture, (3) the issue and delivery of the Bonds to the Underwriters,
and (4) the furnishing of the opinions and certificates referred to in
Section 8 hereof, except that the Company shall be required to pay the fees
and disbursements (other than disbursements referred to in paragraph (h) of
this Section 7) of Winthrop, Stimson, Putnam & Roberts only in the events
provided in paragraph (j) of this Section 7, the Underwriters hereby agreeing
to pay such fees and disbursements in any other event.
(j) If this agreement shall be terminated in accordance with the
provisions of Sections 6, 8, 9 or 11 hereof, or if the Underwriters shall not
take up and pay for the Bonds due to failure of the Company to comply with
any of the conditions specified in Section 8 hereof, to pay the fees and
disbursements of Winthrop, Stimson, Putnam & Roberts, and, if the
Underwriters shall not take up and pay for the Bonds due to the failure of
the Company to comply with any of the conditions specified in Section 8
hereof, to reimburse the Underwriters for their reasonable out-of-pocket
expenses, in an amount not exceeding a total of $10,000, incurred in
connection with the financing contemplated by this agreement.
(k) Not to sell any additional First and Refunding Mortgage Bonds of
the Company which have been registered with the Commission pursuant to the
Registration Statement without the consent of the Representative until
fourteen days after the Closing Date.
SECTION 8. Conditions of Underwriters' Obligations. The several
obligations of the Underwriters hereunder are subject to the accuracy of the
warranties and representations on the part of the Company and to the
following other conditions:
(a) That all legal proceedings to be taken and all legal opinions to be
rendered in connection with the issue and sale of the Bonds shall be
satisfactory in form and substance to Winthrop, Stimson, Putnam & Roberts,
counsel for the Underwriters.
(b) That, at the Closing Date, the Representative shall be furnished
the following opinions, and copies or signed counterparts thereof for each of
the Underwriters with such changes therein as may be agreed upon by the
Company and the Representative with the approval of Winthrop, Stimson, Putnam
& Roberts:
(1) Opinion of Jeffrey C. Miller, Esq., Assistant General Counsel of
Northeast Utilities Service Company, substantially in the form attached
hereto as Exhibit 1.
(2) Opinion of Winthrop, Stimson, Putnam & Roberts of New York, New
York, substantially in the form attached hereto as Exhibit 2.
(c) That the Representative shall be furnished a letter (with copies or
signed counterparts thereof for each of the Underwriters) from Arthur
Andersen & Co. in form and substance satisfactory to it, dated as of the
Closing Date, (1) to the effect that they are independent public accountants
as required by the Securities Act and the published rules and regulations
thereunder, and it is their opinion that the financial statements examined by
them and incorporated by reference in the Registration Statement comply as to
form in all material respects with the applicable accounting requirements of
the Securities Act and the Exchange Act and the published rules and
regulations thereunder and (2) with respect to such other matters as the
Representative may reasonably request.
(d) That no amendment to the Registration Statement and no amendment or
supplement (including the Prospectus Supplement) to the Prospectus
(including, for purposes of this agreement, any supplement resulting from the
filing pursuant to the Exchange Act of any document deemed to be incorporated
by reference into the Prospectus) filed subsequent to the time this
Underwriting Agreement has been executed shall contain information
substantially different from that contained in the Registration Statement or
Prospectus as in effect at the time this Underwriting Agreement has been
executed which is unsatisfactory in substance to the Representative or
unsatisfactory in form to Winthrop, Stimson, Putnam & Roberts.
(e) That, at or before 6:00 p.m., New York time, on the first business
day after the date the Underwriting Agreement has been executed, or at such
later time and date as the Representative may from time to time consent to in
writing or by telegram confirmed in writing, the Prospectus shall have been
filed with the Commission pursuant to Rule 424, and appropriate orders of the
Department of Public Utility Control of the State of Connecticut, and, if
applicable, of the Commission under the Holding Company Act necessary to
permit the issue and sale of the Bonds shall be in effect; that, prior to the
Closing Date, no stop order with respect to the effectiveness of the
Registration Statement, and no order directed to the adequacy of any document
incorporated by reference in the Registration Statement, shall have been
issued by the Commission or proceedings for either such purpose initiated or
threatened; that the Registration Statement shall not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading;
that the Prospectus shall not contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which
they were made, not misleading; and that the incorporated documents
(including documents incorporated by reference in the Registration Statement
after the date hereof and on or prior to closing date when filed), when filed
with the Commission, fully complied or will fully comply in all material
respects with the requirements of the Exchange Act and the rules and
regulations of the Commission thereunder.
(f) That, prior to the Closing Date, there shall have been no material
adverse change in the business, properties or financial condition of the
Company from that set forth in or contemplated by the Registration Statement
and Prospectus; and the Company shall, at the Closing Date, have delivered to
the Representative a certificate to such effect of an executive officer of
the Company.
(g) That Winthrop, Stimson, Putnam & Roberts shall have received, at or
prior to the Closing Date, such documents as they may reasonably request for
the purpose of enabling them to pass upon the matters referred to herein.
(h) That the Company shall have performed such of its obligations under
this agreement as are to be performed at or before the Closing Date by the
terms hereof.
If any of the conditions specified in this Section shall not have been
fulfilled, the Underwriting Agreement may be terminated by the Representative
with the consent of Underwriters, who may include the Representative, which
have agreed to purchase in the aggregate 50% or more of the aggregate
principal amount of the Bonds upon notice thereof to the Company. Any such
termination shall be without liability of any party to any other party,
except as otherwise provided in paragraph (j) of Section 7.
SECTION 9. Conditions of Company's Obligations. The obligations of the
Company hereunder shall be subject to the following conditions:
(a) The Prospectus shall have been filed with the Commission pursuant
to Rule 424 prior to 6:00 p.m., New York time, on the first business day
after the date on which this Underwriting Agreement has been executed, or
such later time and date as may be approved by the Company.
(b) No stop order suspending the effectiveness of the Registration
Statement and no order addressed to the adequacy of any document incorporated
by reference in the Registration Statement shall be in effect at or prior to
the Closing Date, and no proceedings for either such purpose shall be pending
before, or threatened by, the Commission on the Closing Date.
(c) Prior to 6:00 p.m., New York time, on the first business day after
the date on which the Underwriting Agreement has been executed, or such later
time and date as may be approved by the Company, there shall have been
issued, and at the Closing Date there shall be in full force and effect, an
order or orders of the Commission under the Holding Company Act authorizing
the issuance and sale of the Bonds in accordance with the terms set forth in
or contemplated by the Underwriting Agreement.
In case any of the conditions specified in this Section shall not have
been fulfilled, the Underwriting Agreement may be terminated by the Company
upon notice thereof to the Representative. Any such termination shall be
without liability of any party to any other party, except as otherwise
provided in paragraph (j) of Section 7.
SECTION 10. Indemnification.
(a) The Company shall indemnify, defend and hold harmless each
Underwriter and each person who controls any Underwriter within the meaning
of Section 15 of the Securities Act from and against any and all losses,
claims, damages or liabilities, joint or several, to which they or any of
them may become subject under the Securities Act or any other statute or
common law and shall reimburse each such Underwriter and controlling person
for any legal or other expenses (including to the extent hereinafter
provided, reasonable counsel fees) incurred by them in connection with
investigating any such losses, claims, damages or liabilities or in
connection with defending any actions, insofar as such losses, claims,
damages, liabilities, expenses or actions arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in
a preliminary prospectus (if used prior to the effective date of the
Registration Statement) or in the Basic Prospectus (if used prior to the date
that the Prospectus is filed with the Commission pursuant to Rule 424) or in
the Registration Statement or the Prospectus, as amended or supplemented (if
any amendments or supplements thereto shall have been furnished), or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided, however,
that the indemnity agreement contained in this paragraph shall not apply to
any such losses, claims, damages, liabilities, expenses or actions arising
out of, or based upon, any such untrue statement or alleged untrue statement,
or any such omission or alleged omission, if such statement or omission was
made in reliance upon and in conformity with written information furnished to
the Company by or through the Representative on behalf of any Underwriter,
for use in connection with the preparation of the Registration Statement or
the Prospectus or any amendment or supplement to either thereof; and provided
further, that the indemnity agreement contained in this subsection shall not
inure to the benefit of any Underwriter or of any person controlling any
Underwriter on account of any such losses, claims, damages, liabilities,
expenses or actions arising from the sale of any of the Bonds to any person
if there shall not have been given or sent to such person on behalf of such
Underwriter (a) with or prior to the written confirmation of the sale to such
person a copy of the Prospectus, as then amended or supplemented, exclusive
for this purpose of any amendment or supplement relating to a subsequent
offering of any of the Company's First and Refunding Mortgage Bonds that are
not included in the Bonds or any Preferred Stock, and exclusive of any
document incorporated by reference pursuant to Item 12 of Form S-3, and (b)
as soon as available after such written confirmation a copy of any amendment
or supplement to the Prospectus, exclusive of any document incorporated by
reference pursuant to Item 12 of Form S-3, which the Company shall thereafter
furnish, pursuant to Section 7(e), hereof, relating to an event occurring
prior to the payment for and delivery to such person of the Bonds involved in
such sale. The indemnity agreement of the Company contained in this Section
and the representations and warranties of the Company contained in Section 4
shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of any Underwriter or any such controlling
person, and shall survive the delivery of the Bonds.
(b) Each Underwriter shall indemnify, defend and hold harmless the
Company, its directors and officers, each other Underwriter, and each person
who controls any of the foregoing within the meaning of Section 15 of the
Securities Act, from and against any and all losses, claims, damages or
liabilities, joint or several, to which they or any of them may become
subject under the Securities Act or any other statute or common law and shall
reimburse each of them for any legal or other expenses (including, to the
extent hereinafter provided, reasonable counsel fees) incurred by them in
connection with investigating any such losses, claims, damages or liabilities
or in connection with defending any action, insofar as such losses, claims,
damages, liabilities, expenses or actions arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement or the Prospectus, as amended or supplemented (if
any amendments or supplements thereto shall have been furnished), or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, if
such statement or omission was made in reliance upon and in conformity with
written information furnished to the Company by or through the Representative
on behalf of such Underwriter, for use in connection with the preparation of
the Registration Statement or the Prospectus or any amendment or supplement
to either thereof. The indemnity agreement of the respective Underwriters
contained in this paragraph shall remain operative and in full force and
effect regardless of any investigation made by or on behalf of the Company,
its directors or officers, any such Underwriter, or any such controlling
person, and shall survive the delivery of the Bonds.
(c) The Company, the several Underwriters and any other person entitled
to indemnification hereunder each shall, within ten days after the receipt of
notice of the commencement of any action against him or it or any other
controlling person as aforesaid, in respect of which indemnity may be sought
on account of any indemnity agreement contained herein, give written notice
of the commencement thereof to the party or parties against whom indemnity
shall be sought hereunder, but the omission so to notify the indemnifying
party or parties of any such action shall not relieve the indemnifying party
or parties from any liability which he, it or they may have to the
indemnified party otherwise than on account of such indemnity agreement. In
case such notice of any such action shall be so given, the indemnifying party
shall be entitled to participate at his or its own expense in the defense or,
if he or it so elects, to assume (in conjunction with any other indemnifying
parties) the defense of the action, in which event the defense shall be
conducted by counsel chosen by such indemnifying party or parties and
satisfactory to the indemnified party or parties who shall be defendant or
defendants in the action, and the indemnified defendant or defendants shall
bear the fees and expenses of any additional counsel retained by him, it or
them; but if the indemnifying party shall elect not to assume the defense of
the action, the indemnifying party will reimburse the indemnified party or
parties for the reasonable fees and expenses of any counsel retained by the
indemnified party or parties. If the indemnifying party does not employ
counsel to take charge of the defense or the indemnified party reasonably
concludes that there may be defenses available to it or any person liable
with it which are different from or in addition to those available to the
indemnifying party (in which case the indemnifying party will not have the
right to assume the defense on behalf of the indemnified party), legal
expenses (limited to those of one counsel) and other expenses reasonably
incurred by the indemnified party will be paid by the indemnifying party. No
party will be liable with respect to any settlement made without its prior
written consent.
SECTION 11. Termination. The Underwriting Agreement may be terminated
at any time prior to the Closing Date by the Representative with the consent
of Underwriters, who may include the Representative, who have agreed to
purchase in the aggregate 50% or more of the aggregate principal amount of
the Bonds if, prior to that time, (i) trading in securities on the New York
Stock Exchange shall have been generally suspended, (ii) minimum or maximum
ranges for prices shall have been generally established on the New York Stock
Exchange by the New York Stock Exchange, the Commission or other governmental
authority, (iii) a general banking moratorium shall have been declared by
Federal or New York State authorities, (iv) an outbreak of major hostilities
in which the United States is involved, a declaration of war by Congress, or
any other substantial national or international calamity or any other event
or occurrence of a similar character shall have occurred since the execution
of this Underwriting Agreement, the effect of which on the financial markets
in the United States is such as to make it, in the reasonable judgment of the
Underwriters, impractical or inadvisable to proceed with the completion of
the sale of and payment for the Bonds or (v) any downgrading in the rating
accorded the Company's securities by any "nationally recognized statistical
rating organization," as that term is defined by the Commission for the
purposes of Rule 436(g)(2), that, in the judgment of the Underwriters, makes
it impractical or inadvisable to proceed with the completion of the sale of
and payment for the Bonds. This agreement may also be terminated at any time
prior to the Closing Date if in the judgment of the Representative the
subject matter of any amendment or supplement to the Registration Statement
or Prospectus prepared and furnished by the Company after the date of this
agreement renders it either inadvisable to proceed with such offering, if
any, or inadvisable to proceed with the delivery of the Bonds to be purchased
hereunder. Any termination hereof, pursuant to this Section 11, shall be
without liability of any party to any other party, except as otherwise
provided in paragraph (j) of Section 7.
SECTION 12. Miscellaneous. The Underwriting Agreement shall be a New
York contract and its validity and interpretation shall be governed by the
law of the State of New York. The Underwriting Agreement shall inure to the
benefit of the Company, the Underwriters and, with respect to the provisions
of Section 10, each director, officer and controlling person referred to in
Section 10, and their respective successors. Nothing herein is intended or
shall be construed to give to any other person, firm or corporation any legal
or equitable right, remedy or claim under or in respect of any provision in
the Underwriting Agreement. The term "successor" as used in the Underwriting
Agreement shall not include any purchaser, as such purchaser, of any of the
Bonds from any of the Underwriters.
SECTION 13. Notices. All communications hereunder shall be in writing
and, if to the Underwriters, shall be mailed or delivered to the
Representative at the address set forth below or, if to the Company, shall be
mailed or delivered to it c/o Northeast Utilities Service Company, P.O. Box
270, Hartford, Connecticut 06141-0270 (if delivered, Selden Street, Berlin,
Connecticut 06037) Attention: Vice President and Treasurer.
The price which we have agreed to pay to the Company pursuant to Section
1 hereof, the aggregate principal amount of the Bonds, the maturity date of
the Bonds, the date of the Supplemental Indenture under which the Bonds will
be issued, and the interest rate are set forth below. If said price,
maturity date, date of Supplemental Indenture, interest rate and the
foregoing Underwriting Agreement are in accordance with your understanding of
our agreement, please acknowledge your acceptance of the Underwriting
Agreement by signing in the space provided below.
Very truly yours,
Date of this Underwriting Agreement:
Aggregate principal amount of As Representative(s) of the
the Bonds: Underwriters:
$ By.........................
Price to the Company: % of the By.........................
principal amount of the Bonds
not less than 98% nor more than 100%) Its.....................
Maturity date of the Bonds: Address of Representative:
1, ...........................
Date of Supplemental Indenture: ...........................
1, 199
Interest rate: % per annum
The foregoing Underwriting Agreement is hereby accepted as of the date set
forth above:
THE CONNECTICUT LIGHT AND POWER COMPANY
By ....................................
SCHEDULE I
Name of Underwriter Principal Amount
Total $
Jeffrey C. Miller
Selden Street
Berlin, Connecticut 06037
Exhibit 1
, 199
- -------------------
- -------------------
- -------------------
- -------------------
- -------------------
as the Representative of the Underwriters
under the Underwriting Agreement dated
, 199 between The Connecticut
Light and Power Company and the several
Underwriters named therein (the "Underwriting
Agreement") for the purchase of $ ,000,000
aggregate principal amount of First and
Refunding Mortgage % Bonds, 199 Series ,
due , of The Connecticut
Light and Power Company (the "Bonds")
Gentlemen:
I am Assistant General Counsel of Northeast Utilities Service Company
("NUSCO"), an affiliate of The Connecticut Light and Power Company (the
"Company") and am generally familiar with its business. I have acted as the
Company's counsel in connection with the authorization, issue and sale by the
Company to you of the Bonds. I have examined, or caused to be examined by
counsel associated with or engaged by me, such documents and materials as I
have deemed relevant to the opinions expressed below. I have examined, or
have caused to be examined, the Indenture of Mortgage and Deed of Trust dated
as of May 1, 1921, between the Company and Bankers Trust Company, as Trustee,
as supplemented and amended by sixty- indentures supplemental thereto,
including a Supplemental Indenture dated as of , 19 (said Indenture of
Mortgage and Deed of Trust and said sixty- indentures supplemental thereto
being hereinafter referred to collectively as the "Indenture"). I have not
examined or caused to be examined the Bonds, except specimens thereof, and
have relied upon a certificate of the Trustee as to the execution and
authentication of the Bonds. I have also examined the Registration Statement
and the Prospectus. As to various questions of fact material to this
opinion, I have relied upon representations of other officers and employees
of the Company and NUSCO, and statements of fact contained in the documents
so examined.
The words "Registration Statement" and "Prospectus," as used herein,
have the same meanings as the same words in the Underwriting Agreement.
Based upon the foregoing, and subject to the qualifications hereinafter
set forth, I am of the opinion that:
1. The Company has been duly organized and is lawfully existing as a
corporation of the State of Connecticut and is duly qualified to transact
business and own property in the Commonwealth of Massachusetts and the State
of New Hampshire and has due corporate authority to carry on the public
utility business in which it is engaged and to own and operate the properties
used by it in such business, with corporate power adequate to enter into the
Underwriting Agreement and to issue the Bonds.
2. The Underwriting Agreement has been duly authorized and executed by
the Company.
3. The Company has full corporate power and authority to execute the
Indenture, and the Indenture has been duly qualified under the Trust
Indenture Act of 1939, as amended, and duly authorized, executed and
delivered and, assuming due authorization, execution and delivery thereof by
the Trustee, is a valid and binding instrument of the Company enforceable
against the Company in accordance with its terms, except as the same may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and general
principles of equity that may limit the availability of equitable remedies
and except as the same may be limited by the laws of Connecticut,
Massachusetts, New Hampshire and Vermont, where the property covered thereby
is located, affecting the lien of the Indenture on after-acquired real
property and affecting the remedies for the enforcement of the security
provided for therein, which laws do not, in my opinion, make inadequate the
remedies necessary for the realization of the benefits of such security.
4. The Bonds have been duly authorized, executed, and delivered by the
Company and, assuming due authentication thereof by the Trustee, and subject
to the qualifications in paragraph 3 above with respect to the enforceability
of the Indenture, the Bonds are the valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms and
are entitled to the benefit and security of the Indenture, equally and
ratably with the First Mortgage Bonds of other series presently secured by
the Indenture.
5. The Department of Public Utility Control of the State of Connecticut
has issued and there is in effect an appropriate order with respect to the
issue and sale of the Bonds. To the best of my knowledge, such order is
still in full force and effect and no other approval or consent of any
governmental authority (other than in connection with or in compliance with
the provisions of the securities or "Blue Sky" laws of any jurisdiction, as
to which I express no opinion) is legally required for the authorization of
the issue and sale of the Bonds.
6. The Registration Statement, as of the effective date thereof, and
Prospectus, as of the date it was filed with the Securities and Exchange
Commission (the "Commission"), complied as to form in all material respects
with the applicable requirements of the Securities Act of 1933, as amended
(the "Act"), the Trust Indenture Act of 1939, as amended, and the applicable
instructions, rules and regulations of the Commission thereunder, except that
I express no opinion as to the financial statements and other financial and
statistical data included or incorporated by reference in the Registration
Statement or Prospectus; the Registration Statement has become and is
effective under the Act; the Prospectus was filed with the Commission
pursuant to Rule 424(b) under the Act; and to the best of my knowledge, no
proceedings for a stop order with respect thereto are threatened or pending
under Section 8 of the Act.
7. The summaries of the terms of the Indenture and the Bonds contained
in the Registration Statement and Prospectus fairly describe in all material
respects the provisions thereof required to be described by the registration
statement form.
8. At the time they were filed with the Commission, the documents
incorporated or deemed to be incorporated by reference pursuant to Item 12 of
Form S-3 under the Act (except as to the financial statements and other
financial or statistical data contained therein, as to which I express no
opinion) complied as to form in all material respects with the relevant
requirements of the Securities Exchange Act of 1934, as amended, and the
applicable rules and regulations of the Commission thereunder.
9. The Indenture constitutes a direct and valid first mortgage lien,
subject only to liens permitted by the Indenture, including liens and
encumbrances existing at the time of acquisition by the Company (which, among
other liens, includes, with respect to all property of The Hartford Electric
Light Company ("HELCO") acquired by the merger of HELCO with and into the
Company effective June 30, 1982, and subsequent additions to such former
HELCO property, the first mortgage lien of the indenture securing outstanding
first mortgage bonds issued by HELCO), upon the interests of the Company in
the properties and franchises now owned by the Company and located in
Connecticut, Massachusetts, New Hampshire and Vermont, and under existing law
will, subject only to such permitted liens ("Permitted Exceptions") and
subject to the provisions of the Federal Bankruptcy Code, constitute a
similar lien at the time of acquisition on all properties and assets of the
Company acquired after the date of this opinion located within the State of
Connecticut and required by the Indenture to be subjected to the lien
thereof, other than properties and assets of the character excluded, excepted
or released from the lien thereof; and the Indenture, and/or an appropriate
certificate or financing statement with respect thereto, has been duly
recorded or filed for recordation in all places within the States of
Connecticut, Massachusetts, New Hampshire and Vermont, in which such
recording is required to protect and preserve the lien of the Indenture on
the properties and assets located in Connecticut, Massachusetts, New
Hampshire and Vermont which are presently subject thereto, and all
Connecticut, Massachusetts, New Hampshire and Vermont taxes and fees required
to be paid with respect to the execution and recording of the Indenture and
the issuance of the Bonds have been paid.
In rendering this opinion, I note that the lien of the Indenture could
be subject or subordinated to (i) the Massachusetts Oil and Hazardous
Materials Release Prevention and Response Act and the regulations of the
Massachusetts Department of Environmental Protection thereunder, (ii)
Connecticut General Statutes Section 22a-452a, as amended, providing for a
lien on behalf of the State of Connecticut for expenses incurred in
containing, removing or mitigating hazardous waste, as noted in the opinion
of Day, Berry & Howard on which I rely, and (iii) New Hampshire Revised
Statutes Annotated 147-B:10-b, under which the State of New Hampshire has the
right to obtain a "super priority" lien to the lien of the Indenture.
10. The steam, nuclear and hydroelectric generating stations and large
substations owned by the Company are on land in which the Company owns a full
or an undivided fee interest or on reclaimed land as to which the Company
owns perpetual occupancy rights adequate to exclude all parties except
possibly State and Federal governments, and the major electric transmission
lines (except electric transmission lines formerly owned by HELCO, as to
which I express no opinion) are in the main on land owned in fee by the
Company or over which the Company has adequate easements. In all the
foregoing cases, the Company has title good and sufficient for the purposes
for which such properties or easements are held by the Company, subject only
to Permitted Exceptions, to minor defects in title that are curable by the
exercise of the Company's right of eminent domain and to additional liens of
record, in the aggregate not material to the financial condition of the
Company, which liens are capable of being satisfied if necessary by the
payment of money; and the manner in which the Company's properties and assets
are described in the granting clauses of the Indenture is adequate for the
purposes of the Indenture.
11. The statements of law and legal conclusions in the Registration
Statement and Prospectus with respect to the description of the Bonds, and
the statements of law and legal conclusions in the Company's Annual Report on
Form 10-K for 1993 and its Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1994 and June 30, 1994, with respect to the short-term
borrowing authority and earnings coverage requirements of the Indenture and
preferred stock provisions of the Company, its participation in joint
projects, its franchises, the laws and regulations to which it is or may be
subject, and litigation and legal proceedings, as such statements may be
modified in the Prospectus, are correct.
In rendering this opinion, I also call to your attention that the
provisions of the Atomic Energy Act of 1954 and the regulations promulgated
thereunder impose certain licensing and other requirements upon persons (such
as the Trustee or other purchasers pursuant to the remedial provisions of the
Indenture) who seek to acquire, possess or use nuclear power generating
facilities.
In rendering this opinion, I also note that numerous lawsuits asserting
land claims in Connecticut have been filed in both State and Federal Courts
or threatened by a group called the Golden Hill Paugussett Tribe of Indians
(the "Paugussetts"), which could impact the lien of the Indenture and the
Company's title with respect to property of the Company implicated in the
suit, although this possibility appears to be unlikely. The Paugussetts have
filed or threatened land claims in eight Connecticut towns affecting some
property of the Company, along with property of thousands of other owners,
including homeowners. The Company was specifically named as a defendant only
in one case, a class action suit affecting approximately 1500 property owners
in Southbury, Connecticut, which was dismissed by the trial court on October
28, 1993. This dismissal has since been appealed by the Paugussetts.
While I cannot predict the outcome of the present or potential
litigation either by the Paugussetts or by other groups claiming to be Indian
tribes, a number of possible defenses do exist to Indian land claims in
Connecticut, including, but not limited to, abandonment by the alleged tribe,
lack of requisite tribal identity, and approval or validation of land
transactions by the sovereign. The Company would also be able to exercise
its power of eminent domain under the Federal Power Act to reclaim any land
affected by such suits that is part of a FERC licensed project. The
Connecticut Attorney General has been active in defending the cases, and the
State is in the process of intervening to help defend any active cases. In
addition, the Connecticut legislature has passed An Act Validating Transfers
of Certain Lands, Special Act 93-1, "to confirm, validate, ratify and
approve" land transfers over 60 years old, otherwise valid but for a possible
lack of state governmental approval. This legislation together with related
bills are intended to address the title questions raised by the land claims.
However, the validity and constitutionality of these laws have not yet been
tested.
I am a member of the bar of the State of New York and do not hold myself
out as an expert on the laws of the Commonwealth of Massachusetts or the
States of Connecticut, New Hampshire or Vermont. In expressing the opinions
set forth above, I am, with your consent, relying entirely on (i) an opinion
delivered to me of Day, Berry & Howard of CityPlace, Hartford, Connecticut,
with respect to certain of the statements in paragraph 1 above, the
statements in paragraph 3 above (except to the extent that such statements
relate to the Supplemental Indenture dated June 1, 1994 as to which those
statements are also my own opinion) and in paragraphs 9 and 10 above, (ii) an
opinion delivered to me of Jane P. Seidl, Esq., Senior Counsel of NUSCO, with
respect to the laws of the State of Connecticut addressed therein, (iii) an
opinion delivered to me of Peabody & Brown of 101 Federal Street, Boston,
Massachusetts, with respect to those matters described in paragraphs 9 and 10
above pertaining to the laws of Massachusetts and the title of the Company to
its property located in Massachusetts, and with respect to the qualification
of the Company in Massachusetts and all other matters relating to the laws of
the Commonwealth of Massachusetts, (iv) an opinion delivered to me of
Sulloway & Hollis of 9 Capitol Street, Concord, New Hampshire, with respect
to the qualification of the Company in New Hampshire and all other matters
relating to the laws of the State of New Hampshire, and (v) an opinion
delivered to me of Kristensen, Cummings, Murtha & Stewart, P.C., of 5 Grove
Street, Brattleboro, Vermont, with respect to the title of the Company to its
interest in certain flowage rights affecting land in the Town of Vernon,
Vermont appurtenant to the Northfield Mountain Pumped Storage Plant and the
priority of the lien of the Indenture thereon and all other matters relating
to the laws of the State of Vermont.
I have also examined or caused to be examined the documents comprising
the exhibits to the Registration Statement and the documents incorporated in
the Registration Statement and Prospectus by reference (other than certain
exhibits to such documents) and believe that the statements made or
incorporated by reference in the Registration Statement and Prospectus in
respect of the contents of any such document fairly present the information
required to be shown by the rules and regulations of the Commission and the
instructions relating to Form S-3.
I have discussed or caused other counsel associated with me or engaged
by me to discuss the contents of the Registration Statement, including the
Prospectus and the documents incorporated by reference in the Registration
Statement or the Prospectus, with officers and other employees (including
employees who are counsel associated with me) of the Company or NUSCO, and
with Arthur Andersen & Co., the independent public accountants who certified
to the 1993 financial statements constituting a part of the Registration
Statement, but I have not myself checked the accuracy or completeness of or
otherwise verified any statements of fact contained in the Registration
Statement or Prospectus other than those specifically relating to me or
specifically referred to in paragraphs 6, 7 and 8 of this letter. However,
nothing has come to my attention in the course of any such discussion that
leads me to believe that the Registration Statement, at the time it became
effective, contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading or that the Prospectus, at the time it was
filed with the Commission pursuant to Rule 424(b) under the Act or as of the
date hereof, contained or contains any untrue statement of a material fact or
omitted or omits to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
in which they were made, not misleading, or that any document required to be
filed as an exhibit to, or incorporated by reference in, the Registration
Statement or Prospectus has not been so filed or incorporated. I do not
express any opinion or belief as to the financial statements or other
financial or statistical data constituting a part of or incorporated by
reference in the Registration Statement or Prospectus.
Very truly yours,
Jeffrey C. Miller
Exhibit 2
DRAFT
8/24/94
[Form of Opinion of Winthrop, Stimson, Putnam & Roberts]
, 199
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as Underwriters named under the Underwriting
Agreement dated , 199_ with The
Connecticut Light and Power Company (the
"Underwriting Agreement") for the purchase of
$ aggregate principal amount
of First and Refunding Mortgage % Bonds,
199 Series , due , , of The
Connecticut Light and Power Company (the "Bonds")
Ladies and Gentlemen:
We have acted as your counsel in connection with your several
purchases from The Connecticut Light and Power Company (the "Company") of the
Bonds which have been issued under the Indenture of Mortgage and Deed of
Trust dated as of May 1, 1921, between the Company and Bankers Trust Company,
Trustee, as supplemented and amended by various indentures supplemental
thereto, including a Supplemental Indenture dated as of , 199
(said Indenture of Mortgage and Deed of Trust and said indentures
supplemental thereto being hereinafter referred to collectively as the
"Indenture").
With respect to legal matters regarding the organization and corporate
authority of the Company, title to, and the lien of the Mortgage on, the
Company's properties (upon which we do not pass), and certain other matters
covered in the below-mentioned opinion relating to the laws of the States of
Connecticut, New Hampshire and Vermont and the Commonwealth of Massachusetts,
we understand that you are relying and, in rendering this opinion, we have,
with your consent, relied upon the opinion of even date herewith addressed to
you of Jeffrey C. Miller, Esq., Assistant General Counsel of Northeast
Utilities Service Company. We have reviewed such opinion (including the
supporting opinions, referred to therein, of Day, Berry & Howard of Hartford,
Connecticut, Peabody & Brown of Boston, Massachusetts, Sulloway & Hollis of
Concord, New Hampshire and Kristensen, Cummings, Murtha & Stewart, P.C. of
Brattleboro, Vermont, on which he is relying, with your consent, as to
matters referred to therein) and believe that such opinion is satisfactory
and that you and we are justified in relying thereon.
We have also reviewed, and have relied as to matters of fact material to
this opinion upon, the documents delivered to you at the closing (including
the Prospectus and the Registration Statement) and we have examined such
other documents and have satisfied ourselves as to such other matters as we
have deemed necessary in order to enable us to render this opinion. We have
not examined the Bonds, except a specimen thereof, and have relied upon a
certificate of the Trustee as to the execution and authentication thereof.
In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the conformity to original documents of
all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents. The words
"Registration Statement" and "Prospectus" as used herein have the same
meanings as they have in the Underwriting Agreement.
Based on the foregoing, we are of the opinion that:
1. The Company has full corporate power and authority to execute the
Indenture, and the Indenture has been duly qualified under the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act") and duly
authorized, executed and delivered and, assuming due authorization, execution
and delivery thereof by the Trustee, is a valid and binding instrument of the
Company enforceable against the Company in accordance with its terms, except
as the same may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors' rights
generally, or by general principles of equity that may limit the availability
of equitable remedies and except as the same may be limited by the laws of
Connecticut, Massachusetts, New Hampshire and Vermont, where the property
covered thereby is located, affecting the lien of the Indenture on after-
acquired real property and affecting the remedies for the enforcement of the
security provided for therein, which laws do not, in our opinion, make
inadequate the remedies necessary for the realization of the benefits of such
security.
2. The summary of the terms of the Indenture and the Bonds contained
in the Registration Statement and Prospectus, except under "Description of
the New Bonds -- Security" therein, as to which we express no opinion, fairly
describes in all material respects the provisions thereof required to be
described by the registration statement form.
3. The Bonds have been duly authorized, executed, and delivered by
the Company and, assuming due authentication thereof by the Trustee, and
subject to the qualifications in paragraph 1 above with respect to the
Indenture, the Bonds are the valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, and are
entitled to the benefit and security of the Indenture equally and ratably
with the First and Refunding Mortgage Bonds of other series presently secured
by the Indenture.
4. The Registration Statement, as of the effective date thereof, and
the Prospectus, as of the date it was filed with the Securities and
Exchange Commission ("the Commission") pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the "Act"), complied as to form in all
material respects with the relevant requirements of the Act, the Trust
Indenture Act and the applicable rules and regulations of the Commission
under such acts, and the documents or portions thereof filed with the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and deemed to be incorporated by reference in the
Registration Statement and the Prospectus pursuant to Item 12 of Form S-3
(the "Exchange Act Documents"), at the time they were filed with the
Commission, complied as to form in all material respects with the relevant
requirements of the Exchange Act and the applicable instructions, rules and
regulations of the Commission thereunder, except that we express no opinion
as to the financial statements or financial or statistical data contained or
incorporated by reference in the Registration Statement, the Prospectus or
the Exchange Act Documents.
5. The Registration Statement has become and is effective under the
Act, the Prospectus was filed with the Commission pursuant to Rule 424(b)
under the Act and, to the best of our knowledge, no proceedings for a stop
order with respect thereto are pending or threatened under Section 8 of the
Act.
6. The Department of Public Utility Control of the State of
Connecticut has issued and there is in effect an appropriate order with
respect to the issue and sale of the Bonds. To the best of our knowledge,
such order is still in full force and effect and no other approval or consent
of any governmental authority (other than in connection or in compliance with
the provisions of the securities or blue sky laws of any jurisdiction, as to
which we express no opinion herein) is legally required for the authorization
of the issuance and sale of the Bonds.
7. The Underwriting Agreement has been duly authorized and executed
by the Company.
In passing upon the forms of the Registration Statement and the
Prospectus, we necessarily assume the correctness and completeness of the
statements and representations made to us or incorporated by reference in the
Registration Statement and the Prospectus by the Company and take no
responsibility therefor, except insofar as such statements relate to us and
except as set forth in paragraph 2 above. In the course of the preparation
by the Company of the Registration Statement and the Prospectus (including
the Company's Annual Report on Form 10-K for the year ended December 31,
199 ), we had conferences with certain of its officers and representatives,
with counsel for the Company, with Arthur Andersen & Co., the independent
public accountants to the Company and with your representatives. Our
examination of the Registration Statement and Prospectus and our discussions
in the above-mentioned conferences did not disclose to us any information,
and nothing has come to our attention, which gives us reason to believe that
the Registration Statement, at the time it became effective, contained an
untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading or that the Prospectus, at the time it was filed with the
Commission pursuant to Rule 424(b) under the Act, or as of the date hereof,
contained or contains any untrue statement of a material fact or omitted or
omits to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading. We express no opinion as to the financial statements or
financial or statistical data contained or incorporated by reference in the
Registration Statement or Prospectus.
We call to your attention, with respect to paragraphs (1) and (3) above,
that the provisions of the Atomic Energy Act of 1954 and the regulations
promulgated thereunder impose certain licensing and other requirements upon
persons (such as the Trustee or other purchasers pursuant to the remedial
provisions of the Indenture) who seek to acquire, possess or use nuclear
power generating facilities.
This opinion is given to you solely for your use as the several
Underwriters in connection with the Underwriting Agreement and the
transactions contemplated thereunder and may not be relied upon by any other
person or for any other purpose without our express written consent.
Very truly yours,
Exhibit 1.2
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UNDERWRITING AGREEMENT
For the Purchase of Shares of Preferred Stock of
THE CONNECTICUT LIGHT AND POWER COMPANY
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THE CONNECTICUT LIGHT AND POWER COMPANY c/o Winthrop, Stimson, Putnam &
Roberts One Battery Park Plaza New York, New York 10004-1490
SECTION 1. Purchase and Sale. On the basis of the representations and
warranties, and subject to the terms and conditions, set forth in this
agreement ("Underwriting Agreement"), (i) each Underwriter (defined below)
shall purchase from The Connecticut Light and Power Company ("Company"),
severally and not jointly, and the Company shall sell to each of the
Underwriters, the number of shares of the Company's % Preferred Stock,
199 Series, par value $ per share, set forth opposite the name of such
Underwriter in Schedule I hereto at the price per share specified on the
last page of this Underwriting Agreement (the aggregate number of such
shares being hereinafter referred to as the "Stock"); and (ii) for the
services of each Underwriter in purchasing the Stock and, if the Underwriters
make a public offering of the Stock, for their services with respect to such
offering, the Company agrees to pay to each respective Underwriter, as
compensation for such services, the amount set forth on the last page of
this Underwriting Agreement, for each share of the Stock to be purchased by
such Underwriter. The right to receive the compensation referred to above
shall be the sole right of each such Underwriter and shall not (except in a
case of a substituted Underwriter pursuant to Section 6 hereof) inure to the
benefit of another party, but the Company may, against receipt therefor by
the Representative as agent for such Underwriter, pay such compensation to
the Representative for the account of such Underwriter.
SECTION 2. Underwriters and Representative. The term "Underwriters," as
used herein, shall be deemed to mean the several persons, firms or
corporations named in Schedule I hereto (including any substituted
Underwriters under the provisions of Section 6), and the term
"Representative," as used herein, shall be deemed to mean the representative
or representatives of such Underwriters by whom or on whose behalf this
Underwriting Agreement is signed. If there shall be only one person, firm
or corporation named in said Schedule I, the term "Underwriters" and the
term "Representative," as used herein, shall mean that person, firm or
corporation. All obligations of the Underwriters are several and not joint.
SECTION 3. Description of the Stock. The Stock shall have the
designations, preferences, rights, powers and restrictions set forth in the
Company's certificate of incorporation, as amended, and in a proposed
amendment to the Company's certificate of incorporation fixing the terms of
the Stock, which amendment will establish the Stock as a new series of the
Company's Preferred Stock, $ par value per share, and will fix the series
designation, the dividend rate, redemption prices, sinking fund (if
applicable), and other terms and characteristics thereof in respect of which
there may be variations among series of the Company's Preferred Stock, $
par value per share. The Stock is more fully described in the Basic
Prospectus hereinafter referred to and in the Company's notice to the
representatives of the prospective Underwriters in respect of the Stock.
SECTION 4. Representations and Warranties of the Company. The Company
represents and warrants to the several Underwriters that:
(a) It has filed with the Securities and Exchange Commission
("Commission") a Registration Statement (No. 33- ) for the registration
of the Stock under the Securities Act of 1933, as amended ("Securities
Act"), and such registration statement has become effective. The prospectus
forming a part of the registration statement, as it heretofore initially
became effective, including all documents incorporated therein by reference
at that time pursuant to Item 12 of Form S-3, is hereinafter referred to as
the "Basic Prospectus." If the Basic Prospectus shall have been amended,
revised or supplemented (but excluding any supplements to the Basic
Prospectus relating solely to any of the Company's Preferred Stock, $ par
value per share, that are not included in the Stock) before this Underwriting
Agreement has been executed by the Company and the Representative, or if the
Company files any documents pursuant to Section 13 or 14 of the Securities
Exchange Act of 1934 ("Exchange Act") after the time the registration
statement initially became effective and up to the time of execution of this
Underwriting Agreement (but excluding documents incorporated therein by
reference relating solely to any of the Company's Preferred Stock, $ par
value per share, that are not included in the Stock), which documents are
deemed to be incorporated by reference in the Basic Prospectus, the term
"Basic Prospectus" as used herein shall also mean such prospectus as so
amended, revised or supplemented. The registration statement as it
initially became effective and as it may have been amended after the time
the registration statement initially became effective and up to the time of
execution of this Underwriting Agreement, including any amendment thereto
included in the Basic Prospectus (including for these purposes as an
amendment any document incorporated by reference pursuant to Item 12 of Form
S-3 under the Securities Act in the Basic Prospectus), and the Basic
Prospectus as it shall be supplemented to reflect the terms of offering and
sale of the Stock by a prospectus supplement ("Prospectus Supplement") to be
filed with the Commission pursuant to Rule 424 under the Securities Act
("Rule 424"), are hereinafter referred to as the "Registration Statement"
and the "Prospectus," respectively. After this Underwriting Agreement has
been executed, the Company will not file with the Commission (i) prior to
the completion of the offering of the Stock by the Underwriters, which the
Company may assume is the Closing Date (as hereinafter defined) unless
notified to the contrary by the Underwriters, any amendment to the
Registration Statement (except any amendment to the Registration Statement
relating solely to any of the Company's Preferred Stock, $ par value per
share, that are not included in the Stock) or supplement to the Prospectus or
(ii) prior to the time that the Prospectus is filed with the Commission
pursuant to Rule 424, any document which is to be incorporated by reference
in, or any supplement (including the Prospectus Supplement) to, the Basic
Prospectus, in either case without prior notice to the Representative and to
Winthrop, Stimson, Putnam & Roberts ("Counsel for the Underwriters"), or any
such amendment, supplement or document to which said Counsel shall reasonably
object in writing. For purposes of the Underwriting Agreement, any document
which is filed with the Commission after this Underwriting Agreement has
been executed, which is incorporated by reference in the Prospectus pursuant
to Item 12 of Form S-3, shall be deemed a supplement to the Prospectus
(except documents incorporated by reference relating solely to any of the
Company's Preferred Stock, $ par value per share, that are not included in
the Stock) and any reference herein to the terms "Registration Statement" or
"Prospectus" at a date after the date hereof shall be deemed to refer to the
Registration Statement or the Prospectus, as the case may be, as each may be
amended or supplemented to such later date. References herein to "Effective
Date" shall be deemed to refer to the later of the time and date
registration statement No. 33- was declared effective or the time and date
thereafter of the filing of the Company's most recent Annual Report on Form
10-K, in which latter case, reference herein to "registration statement No.
33- at its effective date" shall mean such registration statement as
amended or supplemented by such Annual Report on Form 10-K.
(b) When the Prospectus is filed with the Commission pursuant to Rule
424, and at the Closing Date (hereinafter defined), the Registration
Statement and the Prospectus, as they may then be amended or supplemented,
will fully comply in all material respects with the applicable provisions of
the Securities Act and the rules and regulations of the Commission
thereunder or pursuant to said rules and regulations will be deemed to comply
therewith; on the date it became effective, the Registration Statement did
not, and, on the date that any post-effective amendment to the Registration
Statement became or becomes effective (but excluding any post-effective
amendment relating solely to any of the Company's Preferred Stock, $ par
value per share, not included in the Stock), the Registration Statement as
amended by such post-effective amendment did not or will not, as the case
may be, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; on the date the Prospectus is filed with
the Commission pursuant to Rule 424 and on the Closing Date (hereinafter
defined), the Prospectus, as it may be amended or supplemented, will not
include an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they are made, not misleading, and on said dates
the documents incorporated by reference in the Prospectus as of said dates
pursuant to Item 12 of Form S-3 will fully comply in all material respects
with the applicable provisions of the Exchange Act and the rules and
regulations of the Commission thereunder; any supplement to the Prospectus
filed after the Closing Date (hereinafter defined) but prior to the
termination of the offering of the Stock will fully comply in all material
respects with the applicable provisions of the Securities Act and the rules
and regulations of the Commission thereunder or pursuant to said rules and
regulations will be deemed to comply therewith, and will not include any
untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they are made, not misleading; provided that the
foregoing representations and warranties in this paragraph (b) shall not
apply to statements or omissions made in reliance upon and in conformity
with written information furnished to the Company by or through the
Representative on behalf of any Underwriter expressly for use in connection
with the preparation of the Registration Statement or the Prospectus, as
they may be amended or supplemented.
(c) The Stock, when issued and delivered as provided herein, will be
legally and validly issued and will be fully paid and non-assessable.
(d) The consummation by the Company of the transactions herein
contemplated and the fulfillment of the terms hereof will not result in a
breach of any of the terms or provisions of, or constitute a default under,
any indenture or other contract or agreement to which the Company is now or
at the Closing Date (hereinafter defined) will be a party, or the
certificate of incorporation or by-laws of the Company, in each case as
amended through the Closing Date, or any order of any court or
administrative agency entered in any proceeding to which the Company is now
a party.
SECTION 5. Offering. Forthwith upon the execution of the Underwriting
Agreement, the Representative, acting on behalf of the Underwriters, shall
advise the Company whether a public offering of the Stock is to be made,
and, if so, shall furnish to the Company (which information shall be
confirmed in writing as soon as practicable thereafter) (a) the information
with respect to the proposed reoffering of the Stock and any related matters
which is required to complete the Prospectus Supplement or any post-effective
amendment to the Registration Statement which may be required and a copy of
any "agreement among underwriters;" (b) if a post-effective amendment to the
Registration Statement is required, a consent to the filing of the
post-effective amendment or a power-of-attorney authorizing an available
individual to sign the consent on its behalf; and (c) such further
information, if any, as may be required to be furnished by the Company under
the Public Utility Holding Company Act of 1935 ("Holding Company Act").
Such information and the power-of-attorney may be provided by telecopier (in
the case of the power-of-attorney, followed promptly by an executed copy).
Nothing in the Underwriting Agreement shall be construed to require that the
Underwriters make a public offering on a "fixed price" basis; and the
Representative agrees to notify the Company in writing of any change in the
plan of distribution of the Stock which would require a supplement to the
Prospectus or amendment to the Registration Statement.
SECTION 6. Time and Place of Closing. Delivery of the Stock and payment
therefor shall be made at 10:00 A.M., New York Time, on the date which is
business days after the date on which this Underwriting Agreement has been
executed, or at such other time and/or date as the Representative and the
Company may agree upon in writing or as may be established in accordance
with this Section 6. Concurrently with the payment for and delivery of the
Stock, the Company will pay to the Representative for the respective account
of the Underwriters, against receipt therefor, the aggregate compensation of
the Underwriters determined in accordance with Section 1 hereof for their
services in purchasing the Stock, by means of a certified or official bank
check or checks, payable to the Representative or its order, payable in
Federal Reserve funds or other funds immediately available in New York City.
The hour and date of such delivery and payment are herein called the "Closing
Date." Payment for the Stock shall be made to the Company on the Closing
Date by means of a certified or official bank check or checks payable to the
Company or its order, payable in Federal Reserve funds or other funds
immediately available in New York City, at the offices of Winthrop, Stimson,
Putnam & Roberts, One Battery Park Plaza, New York, New York, upon the
delivery of the Stock at said office by the Company to the Representative for
the respective accounts of the Underwriters against receipt therefor signed
by the Representative on behalf of itself and as agent for the other
Underwriters.
Delivery of the Stock shall be made in definitive fully registered form
in such denominations and registered in such name or names as the
Representative may request not later than the second business day prior to
the Closing Date, or, if no such request is received, in the names of the
respective Underwriters in denominations selected by the Company. If the
Representative shall request that any of the Stock be registered in a name
or names other than that of the Underwriter agreeing to purchase such Stock,
such Underwriter shall pay any transfer taxes resulting from such request.
At the option of the Company, initial delivery of the Stock may be made in
the form of temporary stock certificates exchangeable for definitive stock
certificates without charge to the holders thereof as soon as is reasonably
practicable.
For the purpose of expediting the checking of the certificates by the
Representative on behalf of the Underwriters, the Company agrees to make
such certificates available to the Representative for such purpose at the
office of Winthrop, Stimson, Putnam & Roberts in New York, New York, not
later than 2:00 P.M., New York Time, on the last business day preceding the
Closing Date, or at such other place, time and/or date as may be agreed upon
between the Company and the Representative.
If any Underwriter shall fail or refuse (otherwise than for some reason
sufficient to justify, in accordance with the terms hereof, the termination
of its obligations hereunder) to purchase and pay for the number of shares
of Stock which it has agreed to purchase and pay for hereunder, the Company
shall immediately give notice to the Representative of the default of such
Underwriter, and the other Underwriters shall have the right within 24 hours
after the receipt of such notice by the Representative to determine to
purchase, or to procure one or more others, who are members of the National
Association of Securities Dealers, Inc. ("NASD") (or, if not members of the
NASD, who are foreign banks, dealers or institutions not registered under
the Exchange Act and who agree in making sales to comply with the NASD's
Rules of Fair Practice), and satisfactory to the Company, to purchase, upon
the terms herein set forth, the number of shares of Stock which the
defaulting Underwriter had agreed to purchase. If any non-defaulting
Underwriter or Underwriters, or others, shall determine to purchase such
shares, the Representative shall give written notice to the Company of such
determination within 24 hours after it shall have received notice of any
such default, and thereupon the Closing Date shall be postponed for such
period, not exceeding three business days, as the Company shall determine.
If in the event of such default the Representative shall fail to give such
notice, or shall within such 24-hour period give written notice to the
Company that no other Underwriter or Underwriters, or others, will purchase
such shares, then the Underwriting Agreement may be terminated by the
Company, upon like notice given to the Representative, within a further
period of 24 hours. If in such case the Company shall not elect to
terminate the Underwriting Agreement, it shall have the right, irrespective
of such default:
(a) to require such non-defaulting Underwriters to purchase and pay
for the respective number of shares of Stock that they had severally agreed
to purchase hereunder, as hereinabove provided, and, in addition, the number
of shares of Stock that the defaulting Underwriter shall have so failed to
purchase up to a number of shares of Stock equal to one- ninth (1/9) of the
respective numbers of shares of Stock that such non-defaulting Underwriters
have otherwise agreed to purchase hereunder, and/or
(b) to procure one or more others, members of the NASD (or, if not
members of the NASD, who are foreign banks, dealers or institutions not
registered under the Exchange Act and who agree in making sales to comply
with the NASD's Rules of Fair Practice), to purchase, upon the terms herein
set forth, the principal amount of Bonds that such defaulting Underwriter
had agreed to purchase, or that portion thereof that the remaining
Underwriters shall not be obligated to purchase pursuant to the foregoing
clause (a).
In the event the Company shall exercise its rights under clause (a) and/or
(b) above, the Company shall give written notice thereof to the
Representative within such further period of 24 hours, and thereupon the
Closing Date shall be postponed for such period, not exceeding three
business days, as the Company shall determine. If the Company shall be
entitled to but shall not elect to exercise its rights under clause (a)
and/or (b), the Company shall be deemed to have elected to terminate the
Underwriting Agreement.
Any action taken by the Company under this Section 6 shall not relieve
any defaulting Underwriter from liability in respect of any default of such
Underwriter under the Underwriting Agreement. Termination by the Company
under this Section 6 shall be without any liability on the part of the
Company or any non-defaulting Underwriter, except as otherwise provided in
paragraph (j) of Section 7.
In the computation of any period of 24 hours referred to in this Section
6, there shall be excluded a period of 24 hours in respect of each Saturday,
Sunday or legal holiday which would otherwise be included in such period of
time.
SECTION 7. Certain Covenants of the Company. In further consideration
of the agreements of the Underwriters herein contained, the Company
covenants as follows:
(a) As soon as practicable after the execution of this Underwriting
Agreement, to file the Prospectus with the Commission pursuant to Rule 424
and to advise the Representative of such filing.
(b) As soon as the Company is advised thereof, to advise the
Representative and confirm such advice in writing of any request made by the
Commission for amendments to the Registration Statement or amendments or
supplements to the Prospectus or for additional information with respect
thereto or of the issue of a stop order suspending the effectiveness of the
Registration Statement or an order directed to the adequacy of any document
incorporated by reference in the Registration Statement, or of the initiation
or threat of any proceedings for either purpose and, if such a stop order
should be issued by the Commission, to make every reasonable effort to
obtain the lifting or removal thereof as soon as possible and, if such an
order as to a document incorporated by reference in the Registration
Statement should be issued by the Commission, to make every reasonable effort
to comply with such order and to correct any deficiency in such document as
soon as possible thereafter.
(c) To deliver to the Underwriters through the Representative, without
charge, as soon as practicable on or after the filing of the Prospectus and
from time to time thereafter during such period of time (not exceeding nine
months) after the Prospectus has been filed with the Commission pursuant to
Rule 424 as the Underwriters are required by law to deliver a prospectus, as
many copies of the Prospectus (as then supplemented or amended if the
Company shall have made any supplements or amendments thereto but not
including any documents incorporated therein by reference unless
specifically requested by the Representative) as the Representative may
reasonably request; and in case any Underwriter is required to deliver a
prospectus after the expiration of nine months after the Prospectus has been
filed with, or transmitted for filing to, the Commission pursuant to Rule 424
to furnish to such Underwriter through the Representative, upon request of
the Representative, at the expense of such Underwriter, a reasonable
quantity of a supplemental prospectus or of supplements to the Prospectus,
complying with Section 10(a)(3) of the Securities Act.
(d) To furnish to the Representative an executed copy or a copy
certified by an officer of the Company of Registration Statement No. 33-
as initially filed with the Commission and of all amendments and supplements
thereto (including documents incorporated by reference and all exhibits,
exclusive of exhibits incorporated by reference), and to furnish to the
Representative sufficient plain copies of said Registration Statement and of
all amendments and supplements thereto (including documents incorporated by
reference but exclusive of exhibits) for distribution of two each to the
Underwriters.
(e) If the Underwriters constitute "underwriters" within the meaning
of Section 2(11) of the Securities Act, then, for such period of time (not
exceeding nine months) after the prospectus has been filed with the
Commission pursuant to Rule 424 as they are required by law to deliver a
prospectus, if any event shall have occurred as a result of which it is
necessary to amend or supplement the Prospectus in order to make the
statements therein, in light of the circumstances when the Prospectus is so
delivered, not misleading, forthwith upon request by the Representative to
prepare and furnish, at the Company's own expense, unless such event shall
have occurred in the purchasing and distributing arrangements of the
Underwriters, in which event at the expense of the Underwriters, to the
Underwriters, and to dealers (whose names and addresses are furnished to the
Company by the Representative) to whom shares of the Stock may have been
sold, to the Representative on behalf of the Underwriters and to any other
dealers making such request, either amendments to the Prospectus or
supplemental information or any appropriate filing pursuant to Section 13 or
14 of the Exchange Act that will supplement the Prospectus, so that the
statements in the Prospectus as so amended or supplemented will not, in
light of the circumstances when the Prospectus is so delivered, be
misleading.
(f) During the period when a prospectus relating to the Stock is
required to be delivered under the Securities Act, to file promptly all
documents required to be filed with the Commission pursuant to Section 13 or
14 of the Exchange Act subsequent to the time the Registration Statement
becomes effective.
(g) To make generally available to the Company's security holders, as
soon as practicable, an earnings statement (which need not be audited)
covering a period of at least twelve months beginning with the first day of
the month immediately following the date the Prospectus is filed with the
Commission pursuant to Rule 424, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act.
(h) To use its best efforts to qualify the Stock for offer and sale
under the securities or "Blue Sky" laws of such jurisdictions as the
Representative may designate within six months after the date hereof and to
pay filing fees and expenses in connection therewith in an amount not
exceeding $5,000 in the aggregate (including filing fees and expenses paid
and incurred prior to the date hereof); provided, however, that the Company
shall not be required to qualify as a foreign corporation or to file a
consent to service of process or to file annual reports or to comply with
any other requirements deemed by the Company to be unduly burdensome.
(i) To pay all expenses, fees and taxes (other than transfer taxes) in
connection with (1) the preparation and filing of the Registration Statement
and the Prospectus, (2) the issue and delivery of the Stock to the
Underwriters, and (3) the furnishing of the opinions and certificates
referred to in Section 8 hereof, except that the Company shall be required
to pay the fees and disbursements (other than disbursements referred to in
paragraph (h) of this Section 7) of Winthrop, Stimson, Putnam & Roberts only
in the events in paragraph (j) of this Section 7, the Underwriters hereby
agreeing to pay such fees and disbursements in any other event and, if such
fees should be less than the amount stated by such counsel to the
Representative and reported to the Commission, to repay to the Company the
amount of any reduction.
(j) If this agreement shall be terminated in accordance with the
provisions of Section 6, 8, 9 or 11 hereof, or if the Underwriters shall not
take up and pay for the Stock due to failure of the Company to comply with
any of the conditions specified in Section 8 hereof, to pay the fees and
disbursements of Winthrop, Stimson, Putnam & Roberts, and, if the
Underwriters shall not take up and pay for the Stock due to the failure of
the Company to comply with any of the conditions specified in Section 8
hereof, to reimburse the Underwriters for their reasonable out-of-pocket
expenses, in an amount not exceeding a total of $10,000, incurred in
connection with the financing contemplated by this agreement.
(k) Not to sell any additional shares of Preferred Stock, $ par
value per share, of the Company which have been registered with the
Commission pursuant to the Registration Statement without the consent of the
Representative until fourteen days after the Closing Date.
SECTION 8. Conditions of Underwriters' Obligations. The several
obligations of the Underwriters hereunder are subject to the accuracy of the
warranties and representations on the part of the Company and to the
following other conditions:
(a) That all legal proceedings to be taken and all legal opinions to be
rendered in connection with the issue and sale of the Stock shall be
satisfactory in form and substance to Winthrop, Stimson, Putnam & Roberts,
counsel for the Underwriters.
(b) That, at the Closing Date, the Representative shall be furnished
the following opinions, and copies or signed counterparts thereof for each
of the Underwriters with such changes therein as may be agreed upon by the
Company and the Representative with the approval of Winthrop, Stimson,
Putnam & Roberts:
(1) Opinion of Jeffrey C. Miller, Esq., Assistant General Counsel of
Northeast Utilities Service Company, substantially in the form attached
hereto as Exhibit 1.
(2) Opinion of Winthrop, Stimson, Putnam & Roberts of New York, New
York, substantially in the form attached hereto as Exhibit 2.
(c) That the Representative shall be furnished a letter (with copies or
signed counterparts thereof for each of the Underwriters) from Arthur
Andersen & Co. in form and substance satisfactory to it, dated as of the
Closing Date, (1) to the effect that they are independent public accountants
as required by the Securities Act and the published rules and regulations
thereunder, and it is their opinion that the financial statements examined by
them and incorporated by reference in the Registration Statement comply as to
form in all material respects with the applicable accounting requirements of
the Securities Act and the Exchange Act and the published rules and
regulations thereunder and (2) with respect to such other matters as the
Representative may reasonably request.
(d) That no amendment to the Registration Statement and no amendment or
supplement (including the Prospectus Supplement) to the Prospectus
(including, for purposes of this agreement, any supplement resulting from
the filing pursuant to the Exchange Act of any document deemed to be
incorporated by reference into the Prospectus) filed subsequent to the time
this Underwriting Agreement has been executed shall contain information
substantially different from that contained in the Registration Statement or
Prospectus as in effect at the time this Underwriting Agreement has been
executed which is unsatisfactory in substance to the Representative or
unsatisfactory in form to Winthrop, Stimson, Putnam & Roberts.
(e) That, at or before 6:00 P.M., New York Time, on the first
business day after the date the Underwriting Agreement has been executed, or
at such later time and date as the Representative may from time to time
consent to in writing or by telegram confirmed in writing, the Prospectus
shall have been filed with the Commission pursuant to Rule 424, and
appropriate orders of the Department of Public Utility Control of the State
of Connecticut, and, if applicable, of the Commission under the Holding
Company Act, necessary to permit the issue and sale of the Stock shall be in
effect; that, prior to the Closing Date, no stop order with respect to the
effectiveness of the Registration Statement, and no order directed to the
adequacy of any document incorporated by reference in the Registration
Statement, shall have been issued by the Commission or proceedings for
either such purpose initiated or threatened; that the Registration Statement
shall not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; that the Prospectus shall not contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading;
and that the incorporated documents (including documents incorporated by
reference in the Registration Statement after the date hereof and on or
prior to closing date when filed), when filed with the Commission, fully
complied or will fully comply in all material respects with the requirements
of the Exchange Act and the rules and regulations of the Commission
thereunder.
(f) That, prior to the Closing Date, there shall have been no material
adverse change in the business, properties or financial condition of the
Company from that set forth in or contemplated by the Registration Statement
and Prospectus; and the Company shall, at the Closing Date, have delivered
to the Representative a certificate to such effect of an executive officer
of the Company.
(g) That Winthrop, Stimson, Putnam & Roberts shall have received, at
or prior to the Closing Date, such documents as they may reasonably request
for the purpose of enabling them to pass upon the matters referred to
herein.
(h) That the Company shall have performed such of its obligations
under this agreement as are to be performed at or before the Closing Date by
the terms hereof.
If any of the conditions specified in this Section shall not have been
fulfilled, the Underwriting Agreement may be terminated by the
Representative with the consent of the Underwriters, who may include the
Representative, which have agreed to purchase in the aggregate 50% or more
of the shares of the Stock upon notice thereof to the Company. Any such
termination shall be without liability of any party to any other party,
except as otherwise provided in paragraph (j) of Section 7.
SECTION 9. Conditions of Company's Obligations. The obligations of the
Company hereunder shall be subject to the following conditions:
(a) The Prospectus shall have been filed with the Commission pursuant
to Rule 424 prior to 6:00 P.M., New York Time, on the first business day
after the date on which this Underwriting Agreement has been executed, or
such later time and date as may be approved by the Company.
(b) No stop order suspending the effectiveness of the Registration
Statement and no order addressed to the adequacy of any document
incorporated by reference in the Registration Statement shall be in effect
at or prior to the Closing Date, and no proceedings for either such purpose
shall be pending before, or threatened by, the Commission on the Closing
Date.
(c) Prior to 6:00 P.M., New York Time, on the first business day after
the date on which the Underwriting Agreement has been executed, or such
later time and date as may be approved by the Company, there shall have been
issued, and at the Closing Date there shall be in full force and effect, any
necessary order or orders of the Commission under the Holding Company Act
authorizing the issuance and sale of the Stock in accordance with the terms
set forth in or contemplated by the Underwriting Agreement.
In case any of the conditions specified in this Section shall not have
been fulfilled, the Underwriting Agreement may be terminated by the Company
upon notice thereof to the Representative. Any such termination shall be
without liability of any party to any other party, except as otherwise
provided in paragraph (j) of Section 7.
SECTION 10. Indemnification.
(a) The Company shall indemnify, defend and hold harmless each
Underwriter and each person who controls any Underwriter within the meaning
of Section 15 of the Securities Act from and against any and all losses,
claims, damages or liabilities, joint or several, to which they or any of
them may become subject under the Securities Act or any other statute or
common law and shall reimburse each such Underwriter and controlling person
for any legal or other expenses (including to the extent hereinafter
provided, reasonable counsel fees) incurred by them in connection with
investigating any such losses, claims, damages or liabilities or in
connection with defending any actions, insofar as such losses, claims,
damages, liabilities, expenses or actions arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in
a preliminary prospectus (if used prior to the effective date of the
Registration Statement) or in the Basic Prospectus (if used prior to the
date that the Prospectus is filed with the Commission pursuant to Rule 424)
or in the Registration Statement or the Prospectus, as amended or
supplemented (if any amendments or supplements thereto shall have been
furnished), or the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading; provided, however, that the indemnity agreement contained in this
paragraph shall not apply to any such losses, claims, damages, liabilities,
expenses or actions arising out of, or based upon, any such untrue statement
or alleged untrue statement, or any such omission or alleged omission, if
such statement or omission was made in reliance upon and in conformity with
written information furnished to the Company by or through the
Representative on behalf of any Underwriter, expressly for use in connection
with the preparation of the Registration Statement or the Prospectus or any
amendment or supplement to either thereof; and provided further, that the
indemnity agreement contained in this subsection shall not inure to the
benefit of any Underwriter or of any person controlling any Underwriter on
account of any such losses, claims, damages, liabilities, expenses or
actions arising from the sale of shares of the Stock to any person if there
shall not have been given or sent to such person on behalf of such
Underwriter (a) with or prior to the written confirmation of the sale to
such person a copy of the Prospectus, as then amended or supplemented,
exclusive for this purpose of any amendment or supplement relating to a
subsequent offering of any of the Company's Preferred Stock, $ par value
per share, that are not included in the Stock, and exclusive of any document
incorporated by reference pursuant to Item 12 of Form S-3, and (b) as soon
as available after such written confirmation a copy of any amendment or
supplement to the Prospectus, exclusive of any document incorporated by
reference pursuant to Item 12 of Form S-3, which the Company shall
thereafter furnish, pursuant to Section 7(e) hereof, relating to an event
occurring prior to the payment for and delivery to such person of shares of
the Stock involved in such sale. The indemnity agreement of the Company
contained in this Section and the representations and warranties of the
Company contained in Section 4 shall remain operative and in full force and
effect regardless of any investigation made by or on behalf of any
Underwriter or any such controlling person, and shall survive the delivery
of the Stock.
(b) Each Underwriter shall indemnify, defend and hold harmless the
Company, its directors and officers, each other Underwriter, and each person
who controls any of the foregoing within the meaning of Section 15 of the
Securities Act, from and against any and all losses, claims, damages or
liabilities, joint or several, to which they or any of them may become
subject under the Securities Act or any other statute or common law and shall
reimburse each of them for any legal or other expenses (including, to the
extent hereinafter provided, reasonable counsel fees) incurred by them in
connection with investigating any such losses, claims, damages or
liabilities or in connection with defending any action, insofar as such
losses, claims, damages, liabilities, expenses or actions arise out of or
are based upon an untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement or the Prospectus, as amended
or supplemented (if any amendments or supplements thereto shall have been
furnished), or the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading, if such statement or omission was made in reliance
upon and in conformity with written information furnished to the Company by
or through the Representative on behalf of such Underwriter, for use in
connection with the preparation of the Registration Statement or the
Prospectus or any amendment or supplement to either thereof. The indemnity
agreement of the respective Underwriters contained in this paragraph shall
remain operative and in full force and effect regardless of any investigation
made by or on behalf of the Company, its directors or officers, any such
Underwriter, or any such controlling person, and shall survive the delivery
of the Stock.
(c) The Company, the several Underwriters and any other person
entitled to indemnification hereunder each shall, within ten days after the
receipt of notice of the commencement of any action against him or it or any
other controlling person as aforesaid, in respect of which indemnity may be
sought on account of any indemnity agreement contained herein, give written
notice of the commencement thereof to the party or parties against whom
indemnity shall be sought hereunder, but the omission so to notify the
indemnifying party or parties of any such action shall not relieve the
indemnifying party or parties from any liability which he, it or they may
have to the indemnified party otherwise than on account of such indemnity
agreement. In case such notice of any such action shall be so given, the
indemnifying party shall be entitled to participate at his or its own expense
in the defense or, if he or it so elects, to assume (in conjunction with any
other indemnifying parties) the defense of the action, in which event the
defense shall be conducted by counsel chosen by such indemnifying party or
parties and satisfactory to the indemnified party or parties who shall be
defendant or defendants in the action, and the indemnified defendant or
defendants shall bear the fees and expenses of any additional counsel
retained by him, it or them; but if the indemnifying party shall elect not
to assume the defense of the action, the indemnifying party will reimburse
the indemnified party or parties for the reasonable fees and expenses of any
counsel retained by the indemnified party or parties. If the indemnifying
party does not employ counsel to take charge of the defense or the
indemnified party reasonably concludes that there may be defenses available
to it or any person liable with it which are different from or in addition
to those available to the indemnifying party (in which case the indemnifying
party will not have the right to assume the defense on behalf of the
indemnified party), legal expenses (limited to those of one counsel) and
other expenses reasonably incurred by the indemnified party will be paid by
the indemnifying party. No party will be liable with respect to any
settlement made without its prior written consent.
SECTION 11. Termination. The Underwriting Agreement may be terminated
at any time prior to the Closing Date by the Representative with the consent
of the Underwriters, who may include the Representative, which have agreed
to purchase in the aggregate 50% or more of the shares of Stock if, prior to
that time, (i) trading in securities on the New York Stock Exchange shall
have been generally suspended, (ii) minimum or maximum ranges for prices
shall have been generally established on the New York Stock Exchange by the
New York Stock Exchange, the Commission or other governmental authority,
(iii) a general banking moratorium shall have been declared by Federal or
New York State authorities, (iv) an outbreak of major hostilities in which
the United States is involved, a declaration of war by Congress, or any
other substantial national or international calamity or any other event or
occurrence of a similar character shall have occurred since the execution of
this Underwriting Agreement, the effect of which on the financial markets in
the United States is such as to make it, in the reasonable judgment of the
Underwriters, impractical or inadvisable to proceed with the completion of
the sale of and payment for the Stock or (v) any downgrading in the rating
accorded the Company's securities by any "nationally recognized statistical
rating organization," as that term is defined by the Commission for the
purposes of Rule 436(g)(2), that, in the judgment of the Underwriters, makes
it impractical or inadvisable to proceed with the completion of the sale of
and payment for the Stock. This agreement may also be terminated at any
time prior to the Closing Date if, in the judgment of the Representative,
the subject matter of any amendment or supplement to the Registration
Statement or the Prospectus prepared and furnished by the Company after the
date of this Underwriting Agreement renders it either inadvisable to proceed
with such offering, if any, or inadvisable to proceed with the delivery of
the Stock to be purchased hereunder. Any termination hereof, pursuant to
this Section 11, shall be without liability of any party to any other party,
except as otherwise provided in paragraph (j) of Section 7.
SECTION 12. Miscellaneous. The Underwriting Agreement shall be a New
York contract and its validity and interpretation shall be governed by the
law of the State of New York. The Underwriting Agreement shall inure to the
benefit of the Company, the Underwriters and, with respect to the provisions
of Section 10, each director, officer and controlling person referred to in
Section 10, and their respective successors. Nothing herein is intended or
shall be construed to give to any other person, firm or corporation any legal
or equitable right, remedy or claim under or in respect of any provision in
the Underwriting Agreement. The term "successor" as used in the
Underwriting Agreement shall not include any purchaser, as such purchaser,
of any shares of the Stock from any of the Underwriters.
SECTION 13. Notices. All communications hereunder shall be in writing
and, if to the Underwriters, shall be mailed or delivered to the
Representative at the address set forth below or, if to the Company, shall
be mailed or delivered to it c/o Northeast Utilities Service Company, P.O.
Box 270, Hartford, Connecticut 06141-0270 (if delivered, Selden Street,
Berlin, Connecticut 06037) Attention: Vice President and Treasurer.
The price per share which we have agreed to pay to the Company pursuant
to Section 1 hereof, the amount of compensation per share to the
Underwriters pursuant to clause (ii) of Section 1 hereof and the dividend
rate are set forth below. If said price, compensation, dividend rate and
the foregoing Underwriting Agreement are in accordance with your
understanding of our agreement, please acknowledge your acceptance of the
Underwriting Agreement by signing in the space provided below.
Very truly yours,
Date of this Underwriting Agreement: , 19
Number of shares:
Price per share: As Representative(s) of the
Underwriters
By
Compensation per share to the By
Underwriters: Its
Address of Representative:
Dividend rate: % per annum
The foregoing Underwriting Agreement is
hereby accepted as of the date set forth above:
THE CONNECTICUT LIGHT AND POWER COMPANY
By
SCHEDULE I
Name of Underwriter Number of Shares
Total .....................................................
Exhibit 1
Jeffrey C. Miller
Selden Street
Berlin, Connecticut 06037
, 199
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as the Representative of the
Underwriters under Underwriting
Agreement dated , 199 ,
between The Connecticut Light and
Power Company and the several
Underwriters named therein
(the Underwriting Agreement)
for the purchase of shares
of % Preferred Stock, 199 Series,
$50 par value per share, of The
Connecticut Light and Power Company
(the Stock)
Gentlemen:
I am Assistant General Counsel of Northeast Utilities Service Company
("NUSCO"), an affiliate of The Connecticut Light and Power Company (the
"Company"), and am generally familiar with its business. I have acted as
the Company's counsel in connection with the authorization, issue and sale
by the Company of the Stock severally to you and the other Underwriters
named in the Underwriting Agreement. I have examined, or caused to be
examined by counsel associated with or engaged by me, such documents and
materials as I have deemed relevant to the opinions expressed below. I
have not examined or caused to be examined the certificates for the Stock,
except specimens thereof, and have relied upon a certificate of the
Transfer Agent and Registrar as to the execution, countersignature and
registration thereof. I have also examined, or caused to be examined by
counsel associated with or engaged by me, the Registration Statement and
the Prospectus. As to various questions of fact material to this opinion,
I have relied upon representations of other officers and employees of the
Company and NUSCO, and statements of fact contained in the documents so
examined.
The words "Registration Statement" and "Prospectus," as used herein,
have the same meanings as the same words in the Underwriting Agreement.
Based upon the foregoing, and subject to the qualifications
hereinafter set forth, I am of the opinion that:
1. The Company has been duly organized and is lawfully existing as
a corporation of the State of Connecticut and is duly qualified to transact
business and own property in the Commonwealth of Massachusetts and the
State of New Hampshire and has due corporate authority to carry on the
public utility business in which it is engaged and to own and operate the
properties used by it in such business, with corporate power adequate to
enter into the Underwriting Agreement and to issue the Stock.
2. The Underwriting Agreement has been duly authorized, executed and
delivered by the Company.
3. A certificate of amendment to the Company's certificate of
incorporation authorizing and establishing the terms of the Stock has been
duly filed in the Office of the Secretary of State of Connecticut and is
effective.
4. The Company has duly authorized the issuance and sale of the
Stock and, when certificates for the Stock have been duly executed,
delivered and paid for in accordance with the Underwriting Agreement, the
Stock will be duly issued, fully paid and nonassessable, entitled to the
rights and preferences set forth in the Company's certificate of
incorporation, as amended.
5. The Department of Public Utility Control of the State of
Connecticut has issued and there is in effect an appropriate order with
respect to the issue and sale of the Stock. To the best of my knowledge,
such order is still in effect and no other approval or consent of any
governmental authority (other than in connection with or in compliance with
the provisions of the securities or "Blue Sky" laws of any jurisdiction, as
to which I express no opinion) is legally required for the authorization of
the issue and sale of the Stock.
6. The Registration Statement, as of the effective date thereof, and
Prospectus, as of the date it was filed with the Securities and Exchange
Commission (the "Commission") complied as to form in all material respects
with the applicable requirements of the Securities Act of 1933, as amended
(the "Act"), and the applicable rules and regulations of the Commission
under said Acts, except that I express no opinion as to the financial
statements and other financial and statistical data included or
incorporated by reference in the Registration Statement or Prospectus; the
Registration Statement has become and is effective under the Act; the
Prospectus was filed with the Commission pursuant to Rule 424(b) under the
Act; and, to the best of my knowledge, no proceedings for a stop order with
respect thereto are threatened or pending under Section 8 of the Act.
7. The terms of the Company's certificate of incorporation, as
amended, and the Stock conform, as to legal matters, in all material
respects to the descriptions thereof contained in the Registration
Statement and the Prospectus.
8. The statements of law and legal conclusions in the Registration
Statement and Prospectus with respect to the description of the Stock, and
the statements of law and legal conclusions in the Company's Annual Report
on Form 10-K for 1993, and the Company's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1994 and June 30, 1994 with respect to the
short-term borrowing authority and earnings coverage requirements of the
first mortgage indenture and preferred stock provisions of the Company, its
participation in joint projects, its franchises, the laws and regulations
to which it is or may be subject, and litigation and legal proceedings, as
such statements may be modified in the Prospectus, are correct.
I am a member of the bar of the State of New York and do not hold
myself out as an expert on the laws of the Commonwealth of Massachusetts or
the States of Connecticut, New Hampshire or Vermont. In expressing the
opinions set forth above, I am, with your consent, relying entirely on
(i) an opinion delivered to me of Jane P. Seidl, Esq., Senior Counsel of
NUSCO, with respect to the laws of the State of Connecticut addressed
therein; (ii) an opinion delivered to me of Messrs. Peabody and Brown of
101 Federal Street, Boston, Massachusetts, with respect to all matters
relating to the laws of the Commonwealth of Massachusetts, and (iii) an
opinion delivered to me of Messrs. Sulloway & Hollis of 9 Capitol Street,
Concord, New Hampshire, with respect to the qualification of the Company in
New Hampshire.
I have also examined or caused to be examined the documents comprising
the exhibits to the Registration Statement and the documents incorporated
in the Registration Statement and Prospectus by reference (other than
certain exhibits to such documents) and believe that the statements made or
incorporated by reference in the Registration Statement and Prospectus in
respect of the contents of any such document fairly present the information
required to be shown by the rules and regulations of the Commission and the
Instructions relating to Form S-3.
I have discussed or caused other counsel associated with or engaged by
me to discuss the contents of the Registration Statement, including the
Prospectus and the documents incorporated by reference in the Registration
Statement or the Prospectus, with other officers and other employees
(including employees who are counsel associated with me) of the Company or
NUSCO, and with Arthur Andersen & Co., the independent public accountants
who certified to the 1993 financial statements constituting a part of the
Registration Statement, but I have not myself checked the accuracy or
completeness of or otherwise verified any statements of fact contained in
the Registration Statement or Prospectus other than those specifically
relating to me or specifically referred to in paragraphs 6, 7 and 8 of this
letter. However, nothing has come to my attention in the course of any
such discussion which leads me to believe that the Registration Statement,
at the time it became effective, or the Prospectus, at the time it was
filed with the Securities and Exchange Commission pursuant to Rule 424
under the Act, contained or contains an untrue statement of a material fact
or omitted or omits to state a material fact required to be stated therein,
or necessary to make the statements therein not misleading, or that any
document required to be filed as an exhibit to, or incorporated by
reference in, the Registration Statement or Prospectus has not been so
filed or incorporated. I do not express any opinion or belief as to the
financial statements or other financial or statistical data constituting a
part of the Registration Statement or Prospectus.
Very truly yours,
Jeffery C. Miller
Assistant General Counsel
Exhibit 2
DRAFT
8/24/94
[Form of Opinion of Winthrop, Stimson, Putnam & Roberts]
, 199
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as Underwriters named under the Underwriting Agreement
dated , 199 with The Connecticut Light and
Power Company (the "Underwriting Agreement") for the
purchase of shares of % Preferred Stock,
199 Series, $50 par value, of The Connecticut Light
and Power Company (the "Stock").
Ladies and Gentlemen:
We have acted as your counsel in connection with your several purchases
from The Connecticut Light and Power Company (the "Company") of the Stock as
the several Underwriters under the Underwriting Agreement.
With respect to legal matters regarding the organization and corporate
authority of the Company and certain other matters covered in the below-
mentioned opinion relating to the laws of the States of Connecticut, New
Hampshire and Vermont and the Commonwealth of Massachusetts, we understand
that you are relying and, in rendering this opinion, we have, with your
consent, relied upon the opinion of even date herewith addressed to you of
Jeffrey C. Miller, Esq., Assistant General Counsel of Northeast Utilities
Service Company. We have reviewed such opinion (including the supporting
opinions, referred to therein, of Day, Berry & Howard of Hartford,
Connecticut, Peabody & Brown of Boston, Massachusetts, Sulloway & Hollis of
Concord, New Hampshire, and Kristensen, Cummings, Murtha & Stewart, P.C. of
Brattleboro, Vermont, on which he is relying, with your consent, as to
matters referred to therein) and believe that such opinion is satisfactory
and that you and we are justified in relying thereon.
We have also reviewed, and have relied as to matters of fact material
to this opinion upon, the documents delivered to you at the closing
(including the Prospectus and the Registration Statement) and we have
examined such other documents and have satisfied ourselves as to such other
matters as we have deemed necessary in order to enable us to render this
opinion. We have not examined the certificates for the Stock, except
specimens thereof, and have relied upon certificates of the Transfer Agent
and Registrar as to the execution, countersignature and registration thereof.
In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the conformity to original documents of
all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents. The words
"Registration Statement" and "Prospectus" as used herein have the same
meanings as they have in the Underwriting Agreement.
Based on the foregoing, we are of the opinion that:
1. The Stock has been duly and validly authorized and, when certificates
therefor have been duly executed, delivered and paid for in accordance with
the Underwriting Agreement, will be duly and validly issued, fully paid and
nonassessable, entitled to the rights and preferences set forth in the
Company's Certificate of Incorporation, as amended.
2. The Registration Statement, as of the effective date thereof, and the
Prospectus, as of the date it was filed with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 424(b) under the Securities
Act of 1933, as amended (the "Act"), complied as to form in all material
respects with the relevant requirements of the Act and the applicable rules
and regulations of the Commission thereunder, and the documents or portions
thereof filed with the Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act") and deemed to be incorporated by
reference in the Registration Statement and the Prospectus pursuant to
Item 12 of Form S-3, at the time they were filed with the Commission,
complied as to form in all material respects with the relevant requirements
of the Exchange Act and the applicable instructions, rules and regulations of
the Commission thereunder, except that we express no opinion as to the
financial statements or financial or statistical data contained or
incorporated by reference in the Registration Statement or the Prospectus.
3. The Registration Statement has become and is effective under the Act,
the Prospectus was filed with the Commission pursuant to Rule 424(b) under
the Act and, to the best of our knowledge, no proceedings for a stop order
with respect thereto are pending or threatened under Section 8 of the Act.
4. The Stock conforms, as to legal matters, in all material respects to the
descriptions thereof contained in the Registration Statement and the
Prospectus.
5. The Department of Public Utility Control of the State of Connecticut has
issued and there is in effect an appropriate order with respect to the issue
and sale of the Stock. To the best of our knowledge, such order is still in
full force and effect and no other approval or consent of any governmental
authority (other than in connection or in compliance with the provisions of
the securities or blue sky laws of any jurisdiction, as to which we express
no opinion herein) is legally required for the authorization of the issuance
and sale of the Stock.
6. The Underwriting Agreement has been duly authorized and executed by the
Company.
In passing upon the forms of the Registration Statement and the
Prospectus, we necessarily assume the correctness and completeness of the
statements and representations made to us or incorporated by reference in the
Registration Statement and the Prospectus by the Company and take no
responsibility therefor, except insofar as such statements relate to us and
except as set forth in paragraph 4 above. In the course of the preparation
by the Company of the Registration Statement and the Prospectus (including
the Company's Annual Report on Form 10-K for the year ended December 31,
199 ), we had conferences with certain of its officers and representatives,
with counsel for the Company, with Arthur Andersen & Co., the independent
public accountants to the Company and with your representatives. Our
examination of the Registration Statement and Prospectus and our discussions
in the above-mentioned conferences did not disclose to us any information,
and nothing has come to our attention, which gives us reason to believe that
the Registration Statement, at the time it became effective, contained an
untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading or that the Prospectus, at the time it was filed with the
Commission pursuant to Rule 424(b) under the Act, or as of the date hereof,
contained or contains any untrue statement of a material fact or omitted or
omits to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading. We express no opinion as to the financial statements or
financial or statistical data contained or incorporated by reference in the
Registration Statement or Prospectus.
This opinion is given to you solely for your use as the several
Underwriters in connection with the Underwriting Agreement and the
transactions contemplated thereunder and may not be relied upon by any other
person or for any other purpose without our express written consent.
Very truly yours,
Exhibit 4.3
CERTIFICATE AMENDING
THE CERTIFICATE OF INCORPORATION OF
THE CONNECTICUT LIGHT AND POWER COMPANY
BY ACTION OF BOARD OF DIRECTORS
1. The name of the corporation is The Connecticut Light and Power Company
(the "Company").
2. The Certificate of Incorporation is amended only by the following
resolutions of the Board of Directors acting alone:
RESOLVED, that the special provisions of the % Class A Preferred
Stock, [199 ] Series,* are fixed and determined to be as provided in the
amendment to the Company's Certificate of Incorporation (as defined in the
Connecticut Stock Corporation Act, as amended) adopted by this resolution;
and the Company's Certificate of Incorporation is amended by adding at the
end of Part Four of the Amended and Restated Provisions of Statutory
Certificate of Incorporation with Respect to Capital Stock of The Connecticut
Light and Power Company (included in and forming a part of said Certificate
of Incorporation) the following:
ARTICLE
There shall be a series of Class A Preferred Stock designated " %
Class A Preferred Stock, [199 ] Series," and consisting of [ ],000,000
shares with an aggregate par value of $[ 00],000,000 and a par value per
share of $25. The dividend rate and redemption prices as to said % Class
A Preferred Stock, [199 ] Series, shall be as follows:
(a) Dividends on said % Class A Preferred Stock, [199 ]
Series, shall be at the rate of % per annum per share, and no more, and
shall be cumulative from the date of issuance. Said dividends, when
declared, shall be payable on the first day of , , and
in each year, commencing 1, 199 .
(b) The redemption prices of the % Class A Preferred Stock,
[199 ] Series, shall be as follows:
(i) if redeemed through operation of the sinking fund
hereinafter provided, at the price of $25.00 per share,
(ii) if redeemed otherwise than through operation of the
sinking fund, for each of the twelve-month periods commencing 1, [199 ],
the redemption prices of said % Class A Preferred Stock, [199 ] Series,
shall be the amount per share set forth below:
Twelve Twelve
Months Redemption Months Redemption
Beginning Price Beginning Price
1 Per Share 1 Per Share
* If Preferred Stock, $50 par value, is issued, all references to "Class A
Preferred Stock" will be changed to Preferred Stock and "par value per share
of $25" will be changed to par value per share of $50.
plus in all cases that portion of the quarterly dividend accrued thereon to
the redemption date and all unpaid dividends thereon, if any; provided,
however, that none of the % Class A Preferred Stock, [199 ] Series,
shall be redeemed prior to 1, 199 , if such redemption is for the
purpose of or in anticipation of refunding such % Class A Preferred Stock,
[199 ] Series, through the use, directly or indirectly, of funds borrowed
by the Company or of the proceeds of the issue by the Company of shares of
any stock ranking prior to or on a parity with the % Class A Preferred
Stock, [199 ] Series, as to dividends or assets, if such borrowed funds or
such shares have an effective interest cost or effective dividend cost to the
Company (computed in accordance with generally accepted financial
principles), as the case may be, of less than % per annum.
(c) As and for a sinking fund for said __% Class A Preferred
Stock, [199 ] Series, commencing on 1, 199 , and on each 1 in
each year thereafter so long as any shares of the % Class A Preferred
Stock, [199 ] Series, remain outstanding, the Company shall, to the extent
of any funds of the Company legally available therefor and except as
otherwise restricted by the Company's Amended and Restated Provisions with
Respect to Capital Stock, redeem shares of % Class A Preferred
Stock, [199 ] Series, (or such lesser number of such shares as remain
outstanding) at the sinking fund redemption price, plus accrued dividends to
the date of redemption; provided, however, that if in any year the Company
does not redeem the full number of shares of % Class A Preferred Stock,
[199 ] Series, required to be redeemed pursuant to this sinking fund, the
deficiency shall be made good on the next succeeding 1 on which the
Company has funds legally available for, and is otherwise permitted to
effect, the redemption of shares of % Class A Preferred Stock, [199 ]
Series, pursuant to this sinking fund. At the option of the Company, the
number of shares of % Class A Preferred Stock, [199 ] Series, redeemed
on any 1 may be reduced by the number of such shares purchased and
canceled by the Company during the preceding twelve-month period or redeemed
during such period pursuant to clause (ii) of subsection (b) hereof. Any
shares so redeemed or purchased and canceled may be given the status of
authorized but unissued shares of Senior Stock, but none of such shares shall
be reissued as shares of % Class A Preferred Stock, [199 ] Series. The
Company shall have the option, which shall be noncumulative, to redeem on
1, 199 and on each 1 thereafter up to an additional
shares of % Class A Preferred Stock, [199 ] Series, at the sinking fund
redemption price, plus accrued dividends to the date of redemption. No such
optional sinking fund shall operate to reduce the number of shares of the
% Class A Preferred Stock, [199 ] Series, required to be redeemed pursuant
to the mandatory sinking fund provisions hereinabove set forth. If the
Company shall at any time fail to make a full mandatory sinking fund payment
on any sinking find payment date, the Company shall not pay any dividends or
make any other distributions in respect of outstanding shares of any junior
stock (as that term is defined in Article II, Section 3 of Part Two hereof)
of the Company, other than dividends or distributions in shares of junior
stock, or purchase or otherwise acquire for value any outstanding shares of
junior stock, until all such payments have been made.
RESOLVED, that the officers of the Company are severally authorized
and directed to make, sign, swear to and cause to be filed any and all
certificates and other documents required to make effective the amendment of
the Company's Certificate of Incorporation adopted by the Board at this
meeting.
3. The above resolutions were adopted by the Board of Directors acting
alone, the Board of Directors being so authorized pursuant to Section 33-341
of the General Statutes of Connecticut, Revision of 1958, as amended. [The
shares of Class A Preferred Stock, [199 ] Series referred to in the
foregoing resolutions are shares of previously authorized but unissued shares
of capital stock of the Company.]
4. The number of affirmative votes required to adopt such resolution is
.
5. The number of directors' votes in favor of the resolution was .
Dated at Berlin, Connecticut this day of , [199 ].
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true.
_________________________
Hugh C. MacKenzie
President and Chief Executive
Officer
___________________________
Theresa H. Allsop
Assistant Secretary
Exhibit 4.19
SUPPLEMENTAL INDENTURE
Dated as of June 1, 1994
TO
Indenture of Mortgage and Deed of Trust
Dated as of May 1, 1921
THE CONNECTICUT LIGHT AND POWER COMPANY
TO
BANKERS TRUST COMPANY, Trustee
1994 Series C Bonds, Due June 1, 2024
THE CONNECTICUT LIGHT AND POWER COMPANY
Supplemental Indenture, Dated as of June 1, 1994
TABLE OF CONTENTS
PAGE
Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Granting Clauses . . . . . . . . . . . . . . . . . . . . . . . . 2
Habendum . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Grant in Trust . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE 1.
FORM AND PROVISIONS OF BONDS OF SERIES C
SECTION 1.01. Designation; Amount . . . . . . . . . . . . . . . 3
SECTION 1.02. Form of Bonds of Series C . . . . . . . . . . . . 3
SECTION 1.03. Provisions of Bonds of Series C; Interest Accrual. 3
SECTION 1.04. Transfer and Exchange of Bonds of Series C . . . . 4
SECTION 1.05. Sinking and Improvement Fund . . . . . . . . . . . 4
ARTICLE 2.
REDEMPTION OF BONDS OF SERIES C . . . . . 4
ARTICLE 3.
MISCELLANEOUS
SECTION 3.01. Benefits of Supplemental Indenture and
Bonds of Series C . . . . . . . . . . . . . . . . 5
SECTION 3.02. Effect of Table of Contents and Headings . . . . . 5
SECTION 3.03. Counterparts . . . . . . . . . . . . . . . . . . . 5
TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ACKNOWLEDGMENTS . . . . . . . . . . . . . . . . . . . . . . . . . 6
SCHEDULE A - Form of Bond of Series C, Form of
Trustee's Certificate . . . . . . . . . . . . . . . . 7
SCHEDULE B - Property Subject to the Lien of the Mortgage . . . . 12
SUPPLEMENTAL INDENTURE, dated as of the first day of June, 1994, between
THE CONNECTICUT LIGHT AND POWER COMPANY, a corporation organized and existing
under the laws of the State of Connecticut (hereinafter called "Company") and
BANKERS TRUST COMPANY, a corporation organized and existing under the laws of
the State of New York (hereinafter called "Trustee").
WHEREAS, the Company heretofore duly executed, acknowledged and
delivered to the Trustee a certain Indenture of Mortgage and Deed of Trust
dated as of May 1, 1921, and sixty-one Supplemental Indentures thereto dated
respectively as of May 1, 1921, February 1, 1924, July 1, 1926, June 20,
1928, June 1, 1932, July 1, 1932, July 1, 1935, September 1, 1936,
October 20, 1936, December 1, 1936, December 1, 1938, August 31, 1944,
September 1, 1944, May 1, 1945, October 1, 1945, November 1, 1949,
December 1, 1952, December 1, 1955, January 1, 1958, February 1, 1960,
April 1, 1961, September 1, 1963, April 1, 1967, May 1, 1967, January 1,
1968, October 1, 1968, December 1, 1969, January 1, 1970, October 1, 1970,
December 1, 1971, August 1, 1972, April 1, 1973, March 1, 1974, February 1,
1975, September 1, 1975, May 1, 1977, March 1, 1978, September 1, 1980,
October 1, 1981, June 30, 1982, October 1, 1982, July 1, 1983, January 1,
1984, October 1, 1985, September 1, 1986, April 1, 1987, October 1, 1987,
November 1, 1987, April 1, 1988, November 1, 1988, June 1, 1989, September 1,
1989, December 1, 1989, April 1, 1992, July 1, 1992, October 1, 1992, July 1,
1993, July 1, 1993, December 1, 1993, February 1, 1994 and February 1, 1994
(said Indenture of Mortgage and Deed of Trust (i) as heretofore amended,
being hereinafter generally called the "Mortgage Indenture," and
(ii) together with said Supplemental Indentures thereto, being hereinafter
generally called the "Mortgage"), all of which have been duly recorded as
required by law, for the purpose of securing its First and Refunding Mortgage
Bonds (of which $1,330,176,000 aggregate principal amount are outstanding at
the date of this Supplemental Indenture) to an unlimited amount, issued and
to be issued for the purposes and in the manner therein provided, of which
Mortgage this Supplemental Indenture is intended to be made a part, as fully
as if therein recited at length;
WHEREAS, the Company by appropriate and sufficient corporate action in
conformity with the provisions of the Mortgage has duly determined to create
a further series of bonds under the Mortgage to be designated "First and
Refunding Mortgage 8-1/2% Bonds, 1994 Series C" (hereinafter generally
referred to as the "bonds of Series C"), to consist of fully registered bonds
containing terms and provisions duly fixed and determined by the Board of
Directors of the Company and expressed in this Supplemental Indenture, such
fully registered bonds and the Trustee's certificate of its authentication
thereof to be substantially in the forms thereof respectively set forth in
Schedule A appended hereto and made a part hereof; and
WHEREAS, the execution and delivery of this Supplemental Indenture and
the issue of not in excess of one hundred and fifteen million dollars
($115,000,000) in aggregate principal amount of bonds of Series C and other
necessary actions have been duly authorized by the Board of Directors of the
Company; and
WHEREAS, the Company proposes to execute and deliver this Supplemental
Indenture to provide for the issue of the bonds of Series C and to confirm
the lien of the Mortgage on the property referred to below, all as permitted
by Section 14.01 of the Mortgage Indenture; and
WHEREAS, all acts and things necessary to constitute this Supplemental
Indenture a valid, binding and legal instrument and to make the bonds of
Series C, when executed by the Company and authenticated by the Trustee
valid, binding and legal obligations of the Company have been authorized and
performed;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE OF MORTGAGE AND DEED OF
TRUST WITNESSETH:
That in order to secure the payment of the principal of and interest on
all bonds issued and to be issued under the Mortgage, according to their
tenor and effect, and according to the terms of the Mortgage and this
Supplemental Indenture, and to secure the performance of the covenants and
obligations in said bonds and in the Mortgage and this Supplemental Indenture
respectively contained, and for the better assuring and confirming unto the
Trustee, its successor or successors and its or their assigns, upon the
trusts and for the purposes expressed in the Mortgage and this Supplemental
Indenture, all and singular the hereditament, premises, estates and property
of the Company thereby conveyed or assigned or intended so to be, or which
the Company may thereafter have become bound to convey or assign to the
Trustee, as security for said bonds (except such hereditament, premises,
estates and property as shall have been disposed of or released or withdrawn
from the lien of the Mortgage and this Supplemental Indenture, in accordance
with the provisions thereof and subject to alterations, modifications and
changes in said hereditament, premises, estates and property as permitted
under the provisions thereof), the Company, for and in consideration of the
premises and the sum of One Dollar ($1.00) to it in hand paid by the Trustee,
the receipt whereof is hereby acknowledged, and of other valuable
considerations, has granted, bargained, sold, assigned, mortgaged, pledged,
transferred, set over, aliened, enfeoffed, released, conveyed and confirmed,
and by these presents does grant, bargain, sell, assign, mortgage, pledge,
transfer, set over, alien, enfeoff, release, convey and confirm unto said
Bankers Trust Company, as Trustee, and its successor or successors in the
trusts created by the Mortgage and this Supplemental Indenture, and its and
their assigns, all of said hereditament, premises, estates and property
(except and subject as aforesaid), as fully as though described at length
herein, including, without limitation of the foregoing, the property, rights
and privileges of the Company described or referred to in Schedule B hereto.
Together with all plants, buildings, structures, improvements and
machinery located upon said real estate or any portion thereof, and all
rights, privileges and easements of every kind and nature appurtenant
thereto, and all and singular the tenements, hereditament and appurtenances
belonging to the real estate or any part thereof described or referred to in
Schedule B or intended so to be, or in any wise appertaining thereto, and the
reversions, remainders, rents, issues and profits thereof, and also all the
estate, right, title, interest, property, possession, claim and demand
whatsoever, as well in law as in equity, of the Company, of, in and to the
same and any and every part thereof, with the appurtenances; except and
subject as aforesaid.
TO HAVE AND TO HOLD all and singular the property, rights and privileges
hereby granted or mentioned or intended so to be, together with all and
singular the reversions, remainders, rents, revenues, income, issues and
profits, privileges and appurtenances, now or hereafter belonging or in any
way appertaining thereto, unto the Trustee and its successor or successors in
the trust created by the Mortgage and this Supplemental Indenture, and its
and their assigns, forever, and with like effect as if the above described
property, rights and privileges had been specifically described at length in
the Mortgage and this Supplemental Indenture.
Subject, however, to permitted liens, as defined in the Mortgage
Indenture.
IN TRUST, NEVERTHELESS, upon the terms and trusts of the Mortgage and
this Supplemental Indenture for those who shall hold the bonds and coupons
issued and to be issued thereunder, or any of them, without preference,
priority or distinction as to lien of any of said bonds and coupons over any
others thereof by reason of priority in the time of the issue or negotiation
thereof, or otherwise howsoever, subject, however, to the provisions in
reference to extended, transferred or pledged coupons and claims for interest
set forth in the Mortgage and this Supplemental Indenture (and subject to any
sinking fund that may heretofore have been or hereafter be created for the
benefit of any particular series).
And it is hereby covenanted that all such bonds of Series C are to be
issued, authenticated and delivered, and that the mortgaged premises are to
be held by the Trustee, upon and subject to the trusts, covenants, provisions
and conditions and for the uses and purposes set forth in the Mortgage and
this Supplemental Indenture and upon and subject to the further covenants,
provisions and conditions and for the uses and purposes hereinafter set
forth, as follows, to wit:
ARTICLE 1.
FORM AND PROVISIONS OF BONDS OF SERIES C
SECTION 1.01. Designation; Amount. The bonds of Series C shall be
designated "First and Refunding Mortgage 8-1/2% Bonds, 1994 Series C" and,
subject to Section 2.08 of the Mortgage Indenture, shall not exceed one
hundred and fifteen million dollars ($115,000,000) in aggregate principal
amount at any one time outstanding. The initial issue of the bonds of
Series C may be effected upon compliance with the applicable provisions of
the Mortgage Indenture.
SECTION 1.02. Form of Bonds of Series C. The bonds of Series C
shall be issued only in fully registered form without coupons in
denominations of one thousand dollars ($1,000) and multiples thereof.
The bonds of Series C and the certificate of the Trustee upon said bonds
shall be substantially in the forms thereof respectively set forth in
Schedule A appended hereto.
SECTION 1.03. Provisions of Bonds of Series C; Interest Accrual. The
bonds of Series C shall mature on June 1, 2024 and shall bear interest,
payable semiannually on the first days of June and December of each year,
commencing December 1, 1994, at the rate specified in their title, until the
Company's obligation in respect of the principal thereof shall be discharged;
and shall be payable both as to principal and interest at the office or
agency of the Company in the Borough of Manhattan, New York, New York, in any
coin or currency of the United States of America which at the time of payment
is legal tender for the payment of public and private debts. The interest on
the bonds of Series C, whether in temporary or definitive form, shall be
payable without presentation of such bonds; and only to or upon the written
order of the registered holders thereof of record at the applicable record
date. The bonds of Series C shall be callable for redemption in whole or in
part according to the terms and provisions provided herein in Article 2.
Each bond of Series C shall be dated as of June 1, 1994 and shall bear
interest on the principal amount thereof from the interest payment date next
preceding the date of authentication thereof by the Trustee to which interest
has been paid on the bonds of Series C, or if the date of authentication
thereof is prior to November 16, 1994, then from the date of original
issuance, or if the date of authentication thereof be an interest payment
date to which interest is being paid or a date between the record date for
any such interest payment date and such interest payment date, then from such
interest payment date.
The person in whose name any bond of Series C is registered at the close
of business on any record date (as hereinafter defined) with respect to any
interest payment date shall be entitled to receive the interest payable on
such interest payment date notwithstanding the cancellation of such bond upon
any registration of transfer or exchange thereof subsequent to the record
date and prior to such interest payment date, except that if and to the
extent the Company shall default in the payment of the interest due on such
interest payment date, then such defaulted interest shall be paid to the
person in whose name such bond is registered on a subsequent record date for
the payment of defaulted interest if one shall have been established as
hereinafter provided and otherwise on the date of payment of such defaulted
interest. A subsequent record date may be established by the Company by
notice mailed to the owners of bonds of Series C not less than ten days
preceding such record date, which record date shall not be more than thirty
days prior to the subsequent interest payment date. The term "record date"
as used in this Section with respect to any regular interest payment (i.e.,
June 1 or December 1) shall mean the May 15 or November 15, as the case may
be, next preceding such interest payment date, or if such May 15 or November
15 shall be a legal holiday or a day on which banking institutions in the
Borough of Manhattan, New York, New York are authorized by law to close, the
next preceding day which shall not be a legal holiday or a day on which such
institutions are so authorized to close.
SECTION 1.04. Transfer and Exchange of Bonds of Series C. The bonds of
Series C may be surrendered for registration of transfer as provided in
Section 2.06 of the Mortgage Indenture at the office or agency of the Company
in the Borough of Manhattan, New York, New York, and may be surrendered at
said office for exchange for a like aggregate principal amount of bonds of
Series C of other authorized denominations. Notwithstanding the provisions
of Section 2.06 of the Mortgage Indenture, no charge, except for taxes or
other governmental charges, shall be made by the Company for any registration
of transfer of bonds of Series C or for the exchange of any bonds of Series C
for such bonds of other authorized denominations.
SECTION 1.05. Sinking and Improvement Fund. Each holder of a bond of
Series C, solely by virtue of its acquisition thereof, shall have and be
deemed to have consented, without the need for any further action or consent
by such holder, to any and all amendments to the Mortgage Indenture which are
intended to eliminate or modify in any manner the requirements of the sinking
and improvement fund as provided for in Section 6.14 thereof.
ARTICLE 2.
REDEMPTION OF BONDS OF SERIES C.
The bonds of Series C are not subject to redemption at the option of the
Company prior to June 1, 2004. Thereafter, the bonds of Series C shall be
redeemable as a whole at any time or in part from time to time in accordance
with the provisions of the Mortgage and upon not less than thirty (30) days'
prior notice given by mail as provided in the Mortgage (which notice may
state that it is subject to the receipt of the redemption moneys by the
Trustee on or before the date fixed for redemption and which notice shall be
of no effect unless such moneys are so received on or before such date),
either at the option of the Company, or for the purpose of any applicable
provision of the Mortgage, at the following prices:
(a) if redeemed with trust moneys deposited with or received by
the Trustee pursuant to Section 3.55 or Section 6.06 or Section 6.09 or
Section 6.14 or Article 8.5 of the Mortgage Indenture, then at the
applicable special redemption price, stated as a percentage of the
principal amount, specified under the column headed Special Redemption
Price in the form of bond of Series C set forth in Schedule A appended
hereto, together in every case with accrued and unpaid interest thereon
to the date fixed for redemption; and
(b) otherwise, at the applicable general redemption price, stated
as a percentage of the principal amount, specified under the column
headed General Redemption Price in the form of bond of Series C set
forth in Schedule A appended hereto, together in every case with accrued
and unpaid interest thereon to the date fixed for redemption.
ARTICLE 3.
MISCELLANEOUS.
SECTION 3.01. Benefits of Supplemental Indenture and Bonds of Series C.
Nothing in this Supplemental Indenture, or in the bonds of Series C,
expressed or implied, is intended to or shall be construed to give to any
person or corporation other than the Company, the Trustee and the holders of
the bonds and interest obligations secured by the Mortgage and this
Supplemental Indenture, any legal or equitable right, remedy or claim under
or in respect of this Supplemental Indenture or of any covenant, condition or
provision herein contained. All the covenants, conditions and provisions
hereof are and shall be held to be for the sole and exclusive benefit of the
Company, the Trustee and the holders of the bonds and interest obligations
secured by the Mortgage and this Supplemental Indenture.
SECTION 3.02. Effect of Table of Contents and Headings. The table of
contents and the descriptive headings of the several Articles and Sections of
this Supplemental Indenture are inserted for convenience of reference only
and are not to be taken to be any part of this Supplemental Indenture or to
control or affect the meaning, construction or effect of the same.
SECTION 3.03. Counterparts. For the purpose of facilitating the
recording hereof, this Supplemental Indenture may be executed in any number
of counterparts, each of which shall be and shall be taken to be an original
and all collectively but one instrument.
IN WITNESS WHEREOF, The Connecticut Light and Power Company has caused
these presents to be executed by a Vice President and its corporate seal to
be hereunto affixed, duly attested by its Secretary or an Assistant
Secretary, and Bankers Trust Company has caused these presents to be executed
by a Vice President or Assistant Vice President and its corporate seal to be
hereunto affixed, duly attested by one of its Assistant Secretaries, as of
the day and year first above written.
THE CONNECTICUT LIGHT AND POWER
COMPANY
Attest:
/s/ Mark A. Joyse By /s/ John B. Keane
Mark A. Joyse John B. Keane
Assistant Secretary Vice President
(SEAL) Signed, sealed and delivered
in the presence of:
/s/ Tracy A. DeCredico
/s/ Jane P. Seidl
BANKERS TRUST COMPANY
Attest:
By /s/ Robert Caporale
(SEAL) Signed, sealed and delivered
in the presence of:
/s/ Denise Mitchell
/s/ Michael Alben
STATE OF CONNECTICUT )
) SS.: BERLIN
COUNTY OF HARTFORD )
On this 18th day of May 1994, before me, Deborah A. Lacus, the
undersigned officer, personally appeared John B. Keane and Mark A. Joyse, who
acknowledged themselves to be Vice President and Assistant Secretary,
respectively, of THE CONNECTICUT LIGHT AND POWER COMPANY, a corporation, and
that they, as such Vice President and such Assistant Secretary, being
authorized so to do, executed the foregoing instrument for the purpose
therein contained, by signing the name of the corporation by themselves as
Vice President and Assistant Secretary, and as their free act and deed.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Deborah A. Lacus
Deborah A. Lacus
Notary Public
My commission expires December 31, 1995
(SEAL)
STATE OF NEW YORK )
) SS.: NEW YORK
COUNTY OF NEW YORK )
On this 19th day of May, 1994, before me, John Florio, the undersigned
officer, personally appeared Robert Caporale and Scott Thiel who acknowledged
themselves to be Vice President and Assistant Treasurer, respectively, of
BANKERS TRUST COMPANY, a corporation, and that they, as such Vice President
and such Assistant Treasurer, being authorized so to do, executed the
foregoing instrument for the purposes therein contained, by signing the name
of the corporation by themselves as Vice President and Assistant Treasurer,
and as their free act and deed.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ John Florio
John Florio
Notary Public, State of New York
No. 01FL5021631
Qualified in New York County
My Commission Expires December 20, 1995
(SEAL)
SCHEDULE A
[FORM OF BONDS OF SERIES C]
No. $
THE CONNECTICUT LIGHT AND POWER COMPANY
Incorporated under the Laws of the State of Connecticut
FIRST AND REFUNDING MORTGAGE 8-1/2% BOND, 1994 SERIES C
PRINCIPAL DUE JUNE 1, 2024
FOR VALUE RECEIVED, THE CONNECTICUT LIGHT AND POWER COMPANY, a
corporation organized and existing under the laws of the State of Connecticut
(hereinafter called the Company), hereby promises to pay to
, or registered assigns, the principal sum of
dollars, on the first day of June, 2024 and to pay interest on said sum,
semiannually on the first days of June and December in each year, commencing
December 1, 1994, until the Company's obligation with respect to said
principal sum shall be discharged, at the rate per annum specified in the
title of this bond from the interest payment date next preceding the date of
authentication hereof to which interest has been paid on the bonds of this
series, or if the date of authentication hereof is prior to November 16,
1994, then from the date of original issuance, or if the date of
authentication hereof is an interest payment date to which interest is being
paid or a date between the record date for any such interest payment date and
such interest payment date, then from such interest payment date. Both
principal and interest shall be payable at the office or agency of the
Company in the Borough of Manhattan, New York, New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.
Each installment of interest hereon (other than overdue interest) shall
be payable to the person who shall be the registered owner of this bond at
the close of business on the record date, which shall be the May 15 or
November 15, as the case may be, next preceding the interest payment date,
or, if such May 15 or November 15 shall be a legal holiday or a day on which
banking institutions in the Borough of Manhattan, New York, New York, are
authorized by law to close, the next preceding day which shall not be a legal
holiday or a day on which such institutions are so authorized to close.
Reference is hereby made to the further provisions of this bond set
forth on the reverse hereof, including without limitation provisions in
regard to the call and redemption and the registration of transfer and
exchangeability of this bond, and such further provisions shall for all
purposes have the same effect as though fully set forth in this place.
This bond shall not become or be valid or obligatory until the
certificate of authentication hereon shall have been signed by Bankers Trust
Company (hereinafter with its successors as defined in the Mortgage
hereinafter referred to, generally called the Trustee), or by such a
successor.
IN WITNESS WHEREOF, The Connecticut Light and Power Company has caused
this bond to be executed in its corporate name and on its behalf by its
President by his signature or a facsimile thereof, and its corporate seal to
be affixed or imprinted hereon and attested by the manual or facsimile
signature of its Secretary.
Dated as of June 1, 1994.
THE CONNECTICUT LIGHT AND POWER COMPANY
By
President
Attest:
Secretary
[FORM OF TRUSTEE'S CERTIFICATE]
Bankers Trust Company hereby certifies that this bond is one of the
bonds described in the within mentioned Mortgage.
BANKERS TRUST COMPANY, TRUSTEE
By
Authorized Officer
Dated:
[FORM OF BOND]
[REVERSE]
THE CONNECTICUT LIGHT AND POWER COMPANY
FIRST AND REFUNDING MORTGAGE 8-1/2% BOND, 1994 SERIES C
This bond is one of an issue of bonds of the Company, of an unlimited
authorized amount of coupon bonds or registered bonds without coupons, or
both, known as its First and Refunding Mortgage Bonds, all issued or to be
issued in one or more series, and is one of a series of said bonds limited in
principal amount to one hundred and fifteen million dollars ($115,000,000),
consisting only of registered bonds without coupons and designated "First and
Refunding Mortgage 8-1/2% Bonds, 1994 Series C," all of which bonds are
issued or are to be issued under, and equally and ratably secured by, a
certain Indenture of Mortgage and Deed and Trust dated as of May 1, 1921, and
by sixty-two Supplemental Indentures dated respectively as of May 1, 1921,
February 1, 1924, July 1, 1926, June 20, 1928, June 1, 1932, July 1, 1932,
July 1, 1935, September 1, 1936, October 20, 1936, December 1, 1936,
December 1, 1938, August 31, 1944, September 1, 1944, May 1, 1945, October 1,
1945, November 1, 1949, December 1, 1952, December 1, 1955, January 1, 1958,
February 1, 1960, April 1, 1961, September 1, 1963, April 1, 1967, May 1,
1967, January 1, 1968, October 1, 1968, December 1, 1969, January 1, 1970,
October 1, 1970, December 1, 1971, August 1, 1972, April 1, 1973, March 1,
1974, February 1, 1975, September 1, 1975, May 1, 1977, March 1, 1978,
September 1, 1980, October 1, 1981, June 30, 1982, October 1, 1982, July 1,
1983, January 1, 1984, October 1, 1985, September 1, 1986, April 1, 1987,
October 1, 1987, November 1, 1987, April 1, 1988, November 1, 1988, June 1,
1989, September 1, 1989, December 1, 1989, April 1, 1992, July 1, 1992,
October 1, 1992, July 1, 1993, July 1, 1993, December 1, 1993, February 1,
1994, February 1, 1994 and June 1, 1994 (said Indenture of Mortgage and Deed
of Trust and Supplemental Indentures being collectively referred to herein as
the "Mortgage"), all executed by the Company to Bankers Trust Company, as
Trustee, all as provided in the Mortgage to which reference is made for a
statement of the property mortgaged and pledged, the nature and extent of the
security, the rights of the holders of the bonds in respect thereof and the
terms and conditions upon which the bonds may be issued and are secured; but
neither the foregoing reference to the Mortgage nor any provision of this
bond or of the Mortgage shall affect or impair the obligation of the Company,
which is absolute, unconditional and unalterable, to pay at the maturities
herein provided the principal of and interest on this bond as herein
provided. The principal of this bond may be declared or may become due on
the conditions, in the manner and at the time set forth in the Mortgage, upon
the happening of an event of default as in the Mortgage provided.
This bond is transferable by the registered holder hereof in person or
by attorney upon surrender hereof at the office or agency of the Company in
the Borough of Manhattan, New York, New York, together with a written
instrument of transfer in approved form, signed by the holder, and a new bond
or bonds of this series for a like principal amount in authorized
denominations will be issued in exchange, all as provided in the Mortgage.
Prior to due presentment for registration of transfer of this bond the
Company and the Trustee may deem and treat the registered owner hereof as the
absolute owner hereof, whether or not this bond be overdue, for the purpose
of receiving payment and for all other purposes, and neither the Company nor
the Trustee shall be affected by any notice to the contrary.
This bond is exchangeable at the option of the registered holder hereof
upon surrender hereof, at the office or agency of the Company in the Borough
of Manhattan, New York, New York, for an equal principal amount of bonds of
this series of other authorized denominations, in the manner and on the terms
provided in the Mortgage.
Bonds of this series are to be issued initially under a book-entry only
system and, except as hereinafter provided, registered in the name of The
Depository Trust Company, New York, New York ("DTC") or its nominee, which
shall be considered to be the holder of all bonds of this series for all
purposes of the Mortgage, including, without limitation, payment by the
Company of principal of and interest on such bonds of this series and receipt
of notices and exercise of rights of holders of such bonds of this series.
There shall be a single bond of this series which shall be immobilized in the
custody of DTC with the owners of book-entry interests in bonds of this
series ("Book-Entry Interests") having no right to receive bonds of this
series in the form of physical securities or certificates. Ownership of
Book-Entry Interests shall be shown by book-entry on the system maintained
and operated by DTC, its participants (the "Participants") and certain
persons acting through the Participants. Transfers of ownership of Book-
Entry Interests are to be made only by DTC and the Participants by that book-
entry system, the Company and the Trustee having no responsibility therefor
so long as bonds of this series are registered in the name of DTC or its
nominee. DTC is to maintain records of positions of Participants in bonds of
this series, and the Participants and persons acting through Participants are
to maintain records of the purchasers and owners of Book-Entry Interests. If
DTC or its nominee determines not to continue to act as a depository for the
bonds of this series in connection with a book-entry only system, another
depository, if available, may act instead and the single bond of this series
will be transferred into the name of such other depository or its nominee, in
which case the above provisions will continue to apply to the new depository.
If the book-entry only system for bonds of this series is discontinued for
any reason, upon surrender and cancellation of the single bond of this series
registered in the name of the then depository or its nominee, new registered
bonds of this series will be issued in authorized denominations to the
holders of Book-Entry Interests in principal amounts coinciding with the
amounts of Book-Entry Interests shown on the book-entry system immediately
prior to the discontinuance thereof. Neither the Trustee nor the Company
shall be responsible for the accuracy of the interests shown on that system.
The bonds of this series are not subject to redemption at the option of
the Company prior to June 1, 2004. Thereafter, the bonds of this series are
subject to redemption prior to maturity as a whole at any time or in part
from time to time in accordance with the provisions of the Mortgage, upon not
less than thirty (30) days' prior notice (which notice may be made subject to
the deposit of redemption moneys with the Trustee before the date fixed for
redemption) given by mail as provided in the Mortgage, either at the option
of the Company, or for the purposes of any applicable provision of the
Mortgage, at the following prices, together in every case with accrued and
unpaid interest thereon to the date fixed for redemption:
(a) if redeemed with trust moneys deposited with or received by
the Trustee pursuant to specified provisions of the Mortgage, then at
the applicable special redemption price, stated as a percentage of the
principal amount, set forth below; and
(b) otherwise, at the applicable general redemption price, stated
as a percentage of the principal amount, set forth below:
If date fixed for General Special
redemption falls Redemption Redemption
within twelve months' Price (% Price (%
period ending the of principal of principal
last day of May amount called) amount called)
2005 103.87 100.00
2006 103.48 100.00
2007 103.09 100.00
2008 102.71 100.00
2009 102.32 100.00
2010 101.94 100.00
2011 101.55 100.00
2012 101.16 100.00
2013 100.78 100.00
2014 100.39 100.00
2015 100.00 100.00
2016 100.00 100.00
2017 100.00 100.00
2018 100.00 100.00
2019 100.00 100.00
2020 100.00 100.00
2021 100.00 100.00
2022 100.00 100.00
2023 100.00 100.00
2024 100.00 100.00
The Mortgage provides that the Company and the Trustee, with consent of
the holders of not less than 66-2/3% in aggregate principal amount of the
bonds at the time outstanding which would be affected by the action proposed
to be taken, may by supplemental indenture add any provisions to or change or
eliminate any of the provisions of the Mortgage or modify the rights of the
holders of the bonds and coupons issued thereunder; provided, however, that
without the consent of the holder hereof no such supplemental indenture shall
affect the terms of payment of the principal of or interest or premium on
this bond, or reduce the aforesaid percentage of the bonds the holders of
which are required to consent to such a supplemental indenture, or permit the
creation by the Company of any mortgage or pledge or lien in the nature
thereof ranking prior to or equal with the lien of the Mortgage or deprive
the holder hereof of the lien of the Mortgage on any of the property which is
subject to the lien thereof.
As set forth in the Supplemental Indenture establishing the terms and
series of the bonds of this series, each holder of this bond, solely by
virtue of its acquisition thereof, shall have and be deemed to have
consented, without the need for any further action or consent by such holder,
to any and all amendments to the Mortgage which are intended to eliminate or
modify in any manner the requirements of the sinking and improvement fund as
set forth in Section 6.14 of the Mortgage.
No recourse shall be had for the payment of the principal of or the
interest on this bond, or any part thereof, or for any claim based thereon or
otherwise in respect thereof, to any incorporator, or any past, present or
future stockholder, officer or director of the Company, either directly or
indirectly, by virtue of any statute or by enforcement of any assessment or
otherwise, and any and all liability of the said incorporators, stockholders,
officers or directors of the Company in respect to this bond is hereby
expressly waived and released by every holder hereof.
SCHEDULE B
PROPERTY SUBJECT TO THE LIEN OF THE MORTGAGE
IN CONNECTICUT
TOWN OF ASHFORD
All of the following described rights, privileges and easements situated in
the Town of Ashford, County of Windham and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(1) Rex Harkness et al January 18, 1994 103 547
(2) C. Nelson Construction, Inc. January 17, 1994 103 641
(3) Town of Ashford March 11, 1994 104 002
TOWN OF AVON
All of the following described rights, privileges and easements
situated in the Town of Avon, County of Hartford and State of Connecticut,
more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(4) Edward M. Ferrigno Construction December 13, 1993 288 808
Company, Inc.
(5) Solo Development January 13, 1994 291 325
TOWN OF BERLIN
All of the following described rights, privileges and easements
situated in the Town of Berlin, County of Hartford and State of Connecticut,
more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(6) Kensington Woods, Incorporated December 16, 1993 356 40
TOWN OF BRISTOL
All of the following described rights, privileges and easements
situated in the Town of Bristol, County of Hartford and State of Connecticut,
more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(7) Bruce Development Corporation, December 10, 1993 1115 650
Inc. et al
TOWN OF BURLINGTON
All of the following described rights, privileges and easements
situated in the Town of Burlington, County of Hartford and State of
Connecticut, more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(8) Woodland Notch Development May 27, 1993 140 756
Corporation
TOWN OF CANTON
All of the following described rights, privileges and easements
situated in the Town of Canton, County of Hartford and State of Connecticut,
more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(9) Michael A. Hollender et al October 2, 1993 196 384
TOWN OF CHESHIRE
All of the following described rights, privileges and easements
situated in the Town of Cheshire, County of New Haven and State of
Connecticut, more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(10) Thomas J. Norback et al December 7, 1993 1024 224
(11) Neda DeMayo et al February 1, 1994 1036 223*
* Inter Alia: Hamden
TOWN OF CLINTON
All of the following described rights, privileges and easements
situated in the Town of Clinton, County of Middlesex and State of
Connecticut, more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(12) Lione Enterprises August 30, 1993 225 67
TOWN OF DANBURY
All of the following described rights, privileges and easements
situated in the Town of Danbury, County of Fairfield and State of
Connecticut, more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(13) Warren Ramey February 1, 1994 1077 823
(14) Mario Aldo Ljubicic et al January 12, 1994 1077 903
TOWN OF DURHAM
All of the following described rights, privileges and easements
situated in the Town of Durham, County of Middlesex and State of Connecticut,
more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(15) William J. O'Neal December 2, 1993 140 107
TOWN OF EAST WINDSOR
All of the following described rights, privileges and easements
situated in the Town of East Windsor, County of Hartford and State of
Connecticut, more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(16) Connecticut Development Group, December 3, 1993 176 1061
Inc. of Glastonbury
TOWN OF ELLINGTON
All of the following described rights, privileges and easements
situated in the Town of Ellington, County of Tolland and State of
Connecticut, more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(17) The SBD Partnership December 21, 1993 207 136
(18) MMS Country Home Properties, January 26, 1994 207 138
Inc.
TOWN OF ENFIELD
All of the following described rights, privileges and easements
situated in the Town of Enfield, County of Hartford and State of Connecticut,
more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(19) Hazard Avenue Associates ` May 25, 1988 575 225
(20) Lan Associates XII, Limited May 29, 1986 519 1118
Partnership
(21) Leaska Construction Co. October 22, 1990 622 15
(22) Carriage House I-Enfield, Inc. October 8, 1987 561 611
(23) Daro Development Corporation October 22, 1986 530 724
(24) ADS Realty Co., Inc. April 24, 1989 594 1189
TOWN OF GREENWICH
All of the following described rights, privileges and easements
situated in the Town of Greenwich, County of Fairfield and State of
Connecticut, more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(25) Mario E. Autera et al December 7, 1992 2450 75
TOWN OF HAMDEN
All of the following described rights, privileges and easements
situated in the Town of Hamden, County of New Haven and State of Connecticut,
more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(26) Neda DeMayo et al February 1, 1994 1399 294*
TOWN OF LEBANON
All of the following described rights, privileges and easements
situated in the Town of Lebanon, County of New London and State of
Connecticut, more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(27) G. Bradford Foster et al November 1, 1993 155 515
(28) Farmers & Mechanics Bank December 10, 1993 156 87
(29) Donald A. Demar January 17, 1994 156 589
TOWN OF LITCHFIELD
All of the following described rights, privileges and easements
situated in the Town of Litchfield, County of Litchfield and State of
Connecticut, more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(30) Nancy D. Goldring et al October 25, 1993 219 1162
&
November 15, 1993
* Inter Alia: Cheshire
TOWN OF MANCHESTER
All of the following described rights, privileges and easements
situated in the Town of Manchester, County of Hartford and State of
Connecticut, more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(31) TAVCO Associates December 8, 1992 1671 343
TOWN OF MIDDLEBURY
All of the following described rights, privileges and easements
situated in the Town of Middlebury, County of New Haven and State of
Connecticut, more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(32) Christine N. Lavigne et al August 11, 1992 127 912
TOWN OF MONROE
All of the following described rights, privileges and easements
situated in the Town of Monroe, County of Fairfield and State of Connecticut,
more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(33) Carol B. Steiner October 13, 1988 425 154
TOWN OF MONTVILLE
All of the following described rights, privileges and easements
situated in the Town of Montville, County of New London and State of
Connecticut, more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(34) Bernard Barnett et al June 17, 1993 255 777
(35) Jean K. Milefski et al December 15, 1993 264 250
TOWN OF NAUGATUCK
All of the following described rights, privileges and easements
situated in the Town of Naugatuck, County of New Haven and State of
Connecticut, more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(36) Realrock Associates December 20, 1993 389 919
TOWN OF NEW MILFORD
All of the following described rights, privileges and easements
situated in the Town of New Milford, County of Litchfield and State of
Connecticut, more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(37) Joseph S. Tarzia May 21, 1993 476 791
(38) John W. Dinneen, Jr. et al November 10, 1993 484 812
TOWN OF NEWTOWN
All of the following described rights, privileges and easements
situated in the Town of Newtown, County of Fairfield and State of
Connecticut, more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(39) Joseph Scherpf December 21, 1993 486 88
(40) Early Settlers Limited February 9, 1994 488 630
Partnership
TOWN OF NORTH STONINGTON
All of the following described rights, privileges and easements
situated in the Town of North Stonington, County of New London and State of
Connecticut, more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(41) B & D Associates January 3, 1994 99 581
TOWN OF OLD LYME
All of the following described rights, privileges and easements
situated in the Town of Old Lyme, County of New London and State of
Connecticut, more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(42) Gary D. Smith June 17, 1993 211 551
TOWN OF PLAINFIELD
All of the following described rights, privileges and easements
situated in the Town of Plainfield, County of Windham and State of
Connecticut, more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(43) Kenneth E. Tetreault March 30, 1994 222 12
TOWN OF RIDGEFIELD
All of the following described rights, privileges and easements
situated in the Town of Ridgefield, County of Fairfield and State of
Connecticut, more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(44) Sturges Brothers, Inc. August 28, 1993 476 98
(45) William A. Jones January 14, 1994 485 911
TOWN OF SIMSBURY
All of the following described rights, privileges and easements
situated in the Town of Simsbury, County of Hartford and State of
Connecticut, more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(46) Estate of George L. Engel April 8, 1994 429 68
TOWN OF SOUTHBURY
All of the following described rights, privileges and easements
situated in the Town of Southbury, County of New Haven and State of
Connecticut, more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(47) Naugatuck Savings Bank et al May 7, 1993 271 549
(48) T D I, Ltd. April 8, 1993 271 613
TOWN OF SOUTHINGTON
All of the following described rights, privileges and easements
situated in the Town of Southington, County of Hartford and State of
Connecticut, more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(49) David W. Florian September 25, 1992 548 826
(50) Katherine Florian September 25, 1992 548 828
(51) Carl J. Sokolowski, Trustee September 30, 1992 548 830
(52) LePage Homes, Inc. March 8, 1993 560 840
(53) William G. Gioia February 14, 1994 594 795
TOWN OF SOUTH WINDSOR
All of the following described rights, privileges and easements
situated in the Town of South Windsor, County of Hartford and State of
Connecticut, more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(54) Dart Hill Realty, Inc. March 22, 1994 784 30
TOWN OF STAFFORD
All of the following described rights, privileges and easements
situated in the Town of Stafford, County of Tolland and State of Connecticut,
more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(55) Maiolo Real Estate Investment November 18, 1993 313 3
Company, Inc.
TOWN OF STERLING
All of the following described rights, privileges and easements
situated in the Town of Sterling, County of Windham and State of Connecticut,
more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(56) Christopher Adam Sliwinski August 18, 1993 69 707
(57) Peter F. Maerkel July 16, 1993 69 1052
(58) Patten Liquidation Sales January 11, 1994 70 40
Corporation
TOWN OF SUFFIELD
All of the following described rights, privileges and easements
situated in the Town of Suffield, County of Hartford and State of
Connecticut, more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(59) Briarwood Homes, Inc. February 8, 1994 252 455
TOWN OF THOMASTON
All of the following described rights, privileges and easements
situated in the Town of Thomaston, County of Litchfield and State of
Connecticut, more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(60) Robert D. Scanlon et al February 18, 1993 144 31
TOWN OF TOLLAND
All of the following described rights, privileges and easements
situated in the Town of Tolland, County of Tolland and State of Connecticut,
more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(61) Alan D. Williams et al November 22, 1993 474 73
TOWN OF TORRINGTON
All of the following described rights, privileges and easements
situated in the Town of Torrington, County of Litchfield and State of
Connecticut, more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(62) David Vaill November 18, 1992 574 1031
(63) The Charlotte Hungerford June 4, 1993 575 697
Hospital et al
(64) The Charlotte Hungerford December 8, 1993 587 965
Hospital et al
TOWN OF VOLUNTOWN
All of the following described rights, privileges and easements
situated in the Town of Voluntown, County of New London and State of
Connecticut, more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(65) Town of Voluntown March 8, 1994 61 994
TOWN OF WATERBURY
All of the following described rights, privileges and easements
situated in the Town of Waterbury, County of New Haven and State of
Connecticut, more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(66) Daniel W. Ferraro May 26, 1993 2972 12
TOWN OF WATERTOWN
All of the following described rights, privileges and easements
situated in the Town of Watertown, County of Litchfield and State of
Connecticut, more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(67) The Torrington Company May 12, 1993 700 237
TOWN OF WESTON
All of the following described rights, privileges and easements
situated in the Town of Weston, County of Fairfield and State of Connecticut,
more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(68) KHM Family Trust January 26, 1994 217 625
TOWN OF WILTON
All of the following described rights, privileges and easements
situated in the Town of Wilton, County of Fairfield and State of Connecticut,
more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(69) Thomas T. Adams, Trustee April 20, 1992 785 51
(70) Thomas T. Adams, Trustee January 3, 1994 887 112
TOWN OF WOODBURY
All of the following described rights, privileges and easements
situated in the Town of Woodbury, County of Litchfield and State of
Connecticut, more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(71) Garwin D. Hardisty June 10, 1993 195 939
TOWN OF WOODSTOCK
All of the following described rights, privileges and easements
situated in the Town of Woodstock, County of Windham and State of
Connecticut, more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(72) Robert E. Egeberg et al August 23, 1993 242 221
(73) Leo N. Hebert et al February 14, 1994 243 342
Exhibit 4.20
--------------------------------------------
SUPPLEMENTAL INDENTURE
Dated as of ________, 19__
TO
Indenture of Mortgage and Deed of Trust
Dated as of May 1, 1921
------------------------------------------
THE CONNECTICUT LIGHT AND POWER COMPANY
TO
BANKERS TRUST COMPANY, Trustee
199 Series Bonds, Due 1,
THE CONNECTICUT LIGHT AND POWER COMPANY
Supplemental Indenture, Dated as of 1, 199
TABLE OF CONTENTS
PAGE
Parties 1
Recitals 1
Granting Clauses 2
Habendum 2
Grant in Trust 2
ARTICLE 1.
FORM AND PROVISIONS OF BONDS OF SERIES
SECTION 1.01. Designation; Amount 3
SECTION 1.02. Form of Bonds of Series 3
SECTION 1.03. Provisions of Bonds of Series ; Interest Accrual 3
SECTION 1.04. Transfer and Exchange of Bonds of Series 4
SECTION 1.05. Sinking and Improvement Fund 4
ARTICLE 2.
REDEMPTION OF BONDS OF SERIES 4
ARTICLE 3.
COVENANT OF COMPANY 5
ARTICLE 4.
MISCELLANEOUS
SECTION 3.01. Benefits of Supplemental Indenture and
Bonds of Series 6
SECTION 3.02. Effect of Table of Contents and Headings 6
SECTION 3.03. Counterparts 6
TESTIMONIUM 6
SIGNATURES 6
ACKNOWLEDGMENT 7
SCHEDULE A - Form of Bond of Series __, Form of
Trustee's Certificate 8
SCHEDULE B - Property Subject to the Lien of the Mortgage 13
SUPPLEMENTAL INDENTURE, dated as of the first day of , 199 ,
between THE CONNECTICUT LIGHT AND POWER COMPANY, a corporation organized and
existing under the laws of the State of Connecticut (hereinafter called
"Company") and BANKERS TRUST COMPANY, a corporation organized and existing
under the laws of the State of New York (hereinafter called "Trustee").
WHEREAS, the Company heretofore duly executed, acknowledged and delivered
to the Trustee a certain Indenture of Mortgage and Deed of Trust dated as of
May 1, 1921, and sixty-____ Supplemental Indentures thereto dated
respectively as of May 1, 1921, February 1, 1924, July 1, 1926, June 20,
1928, June 1, 1932, July 1, 1932, July 1, 1935, September 1, 1936, October
20, 1936, December 1, 1936, December 1, 1938, August 31, 1944, September 1,
1944, May 1, 1945, October 1, 1945, November 1, 1949, December 1, 1952,
December 1, 1955, January 1, 1958, February 1, 1960, April 1, 1961,
September 1, 1963, April 1, 1967, May 1, 1967, January 1, 1968, October 1,
1968, December 1, 1969, January 1, 1970, October 1, 1970, December 1, 1971,
August 1, 1972, April 1, 1973, March 1, 1974, February 1, 1975, September 1,
1975, May 1, 1977, March 1, 1978, September 1, 1980, October 1, 1981, June
30, 1982, October 1, 1982, July 1, 1983, January 1, 1984, October 1, 1985,
September 1, 1986, April 1, 1987, October 1, 1987, November 1, 1987, April
1, 1988, November 1, 1988, June 1, 1989, September 1, 1989, December 1,
1989, April 1, 1992, July 1, 1992, October 1, 1992, July 1, 1993, July 1,
1993, December 1, 1993, February 1, 1994, February 1, 1994 and June 1, 1994
(said Indenture of Mortgage and Deed of Trust (i) as heretofore amended,
being hereinafter generally called the "Mortgage Indenture," and (ii)
together with said Supplemental Indentures thereto, being hereinafter
generally called the "Mortgage"), all of which have been duly recorded as
required by law, for the purpose of securing its First and Refunding
Mortgage Bonds (of which $ aggregate principal amount are
outstanding at the date of this Supplemental Indenture) to an unlimited
amount, issued and to be issued for the purposes and in the manner therein
provided, of which Mortgage this Supplemental Indenture is intended to be
made a part, as fully as if therein recited at length;
WHEREAS, the Company by appropriate and sufficient corporate action in
conformity with the provisions of the Mortgage has duly determined to create
a further series of bonds under the Mortgage to be designated "First and
Refunding Mortgage % Bonds, 199 Series " (hereinafter generally
referred to as the "bonds of Series "), to consist of fully registered
bonds containing terms and provisions duly fixed and determined by the Board
of Directors of the Company and expressed in this Supplemental Indenture,
such fully registered bonds and the Trustee's certificate of its
authentication thereof to be substantially in the forms thereof respectively
set forth in Schedule A appended hereto and made a part hereof; and
WHEREAS, the execution and delivery of this Supplemental Indenture and
the issue of not in excess of million dollars ($
,000,000) in aggregate principal amount of bonds of Series and other
necessary actions have been duly authorized by the Board of Directors of the
Company; and
WHEREAS, the Company proposes to execute and deliver this Supplemental
Indenture to provide for the issue of the bonds of Series and to confirm
the lien of the Mortgage on the property referred to below, all as permitted
by Section 14.01 of the Mortgage Indenture; and
WHEREAS, all acts and things necessary to constitute this Supplemental
Indenture a valid, binding and legal instrument and to make the bonds of
Series , when executed by the Company and authenticated by the Trustee
valid, binding and legal obligations of the Company have been authorized and
performed;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE OF MORTGAGE AND DEED OF TRUST
WITNESSETH:
That in order to secure the payment of the principal of and interest on
all bonds issued and to be issued under the Mortgage, according to their
tenor and effect, and according to the terms of the Mortgage and this
Supplemental Indenture, and to secure the performance of the covenants and
obligations in said bonds and in the Mortgage and this Supplemental
Indenture respectively contained, and for the better assuring and confirming
unto the Trustee, its successor or successors and its or their assigns, upon
the trusts and for the purposes expressed in the Mortgage and this
Supplemental Indenture, all and singular the hereditament, premises, estates
and property of the Company thereby conveyed or assigned or intended so to
be, or which the Company may thereafter have become bound to convey or assign
to the Trustee, as security for said bonds (except such hereditament,
premises, estates and property as shall have been disposed of or released or
withdrawn from the lien of the Mortgage and this Supplemental Indenture, in
accordance with the provisions thereof and subject to alterations,
modifications and changes in said hereditament, premises, estates and
property as permitted under the provisions thereof), the Company, for and in
consideration of the premises and the sum of One Dollar ($1.00) to it in hand
paid by the Trustee, the receipt whereof is hereby acknowledged, and of
other valuable considerations, has granted, bargained, sold, assigned,
mortgaged, pledged, transferred, set over, aliened, enfeoffed, released,
conveyed and confirmed, and by these presents does grant, bargain, sell,
assign, mortgage, pledge, transfer, set over, alien, enfeoff, release, convey
and confirm unto said Bankers Trust Company, as Trustee, and its successor
or successors in the trusts created by the Mortgage and this Supplemental
Indenture, and its and their assigns, all of said hereditament, premises,
estates and property (except and subject as aforesaid), as fully as though
described at length herein, including, without limitation of the foregoing,
the property, rights and privileges of the Company described or referred to
in Schedule B hereto.
Together with all plants, buildings, structures, improvements and
machinery located upon said real estate or any portion thereof, and all
rights, privileges and easements of every kind and nature appurtenant
thereto, and all and singular the tenements, hereditament and appurtenances
belonging to the real estate or any part thereof described or referred to in
Schedule B or intended so to be, or in any wise appertaining thereto, and the
reversions, remainders, rents, issues and profits thereof, and also all the
estate, right, title, interest, property, possession, claim and demand
whatsoever, as well in law as in equity, of the Company, of, in and to the
same and any and every part thereof, with the appurtenances; except and
subject as aforesaid.
TO HAVE AND TO HOLD all and singular the property, rights and privileges
hereby granted or mentioned or intended so to be, together with all and
singular the reversions, remainders, rents, revenues, income, issues and
profits, privileges and appurtenances, now or hereafter belonging or in any
way appertaining thereto, unto the Trustee and its successor or successors
in the trust created by the Mortgage and this Supplemental Indenture, and
its and their assigns, forever, and with like effect as if the above
described property, rights and privileges had been specifically described at
length in the Mortgage and this Supplemental Indenture.
Subject, however, to permitted liens, as defined in the Mortgage
Indenture.
IN TRUST, NEVERTHELESS, upon the terms and trusts of the Mortgage and
this Supplemental Indenture for those who shall hold the bonds and coupons
issued and to be issued thereunder, or any of them, without preference,
priority or distinction as to lien of any of said bonds and coupons over any
others thereof by reason of priority in the time of the issue or negotiation
thereof, or otherwise howsoever, subject, however, to the provisions in
reference to extended, transferred or pledged coupons and claims for interest
set forth in the Mortgage and this Supplemental Indenture (and subject to
any sinking fund that may heretofore have been or hereafter be created for
the benefit of any particular series).
And it is hereby covenanted that all such bonds of Series __ are to be
issued, authenticated and delivered, and that the mortgaged premises are to
be held by the Trustee, upon and subject to the trusts, covenants,
provisions and conditions and for the uses and purposes set forth in the
Mortgage and this Supplemental Indenture and upon and subject to the further
covenants, provisions and conditions and for the uses and purposes
hereinafter set forth, as follows, to wit:
ARTICLE 1.
FORM AND PROVISIONS OF BONDS OF SERIES
SECTION 1.01. Designation; Amount. The bonds of Series shall be
designated "First and Refunding Mortgage % Bonds, 199 Series " and,
subject to Section 2.08 of the Mortgage Indenture, shall not exceed
million dollars ($ ,000,000) in aggregate principal amount at any one
time outstanding. The initial issue of the bonds of Series may be
effected upon compliance with the applicable provisions of the Mortgage
Indenture.
SECTION 1.02. Form of Bonds of Series . The bonds of Series
shall be issued only in fully registered form without coupons in
denominations of one thousand dollars ($1,000) and multiples thereof.
The bonds of Series and the certificate of the Trustee upon said
bonds shall be substantially in the forms thereof respectively set forth in
Schedule A appended hereto.
SECTION 1.03. Provisions of Bonds of Series ; Interest Accrual. The
bonds of Series shall mature on 1, and shall bear interest,
payable semiannually on the first days of and of each year,
commencing 1, 199 , at the rate specified in their title, until the
Company's obligation in respect of the principal thereof shall be
discharged; and shall be payable both as to principal and interest at the
office or agency of the Company in the Borough of Manhattan, New York, New
York, in any coin or currency of the United States of America which at the
time of payment is legal tender for the payment of public and private debts.
The interest on the bonds of Series , whether in temporary or definitive
form, shall be payable without presentation of such bonds; and only to or
upon the written order of the registered holders thereof of record at the
applicable record date. The bonds of Series shall be callable for
redemption in whole or in part according to the terms and provisions
provided herein in Article 2.
Each bond of Series shall be dated as of 1, 199 and shall
bear interest on the principal amount thereof from the interest payment date
next preceding the date of authentication thereof by the Trustee to which
interest has been paid on the bonds of Series , or if the date of
authentication thereof is prior to 16, 199 , then from the date of
original issuance, or if the date of authentication thereof be an interest
payment date to which interest is being paid or a date between the record
date for any such interest payment date and such interest payment date, then
from such interest payment date.
The person in whose name any bond of Series __ is registered at the close
of business on any record date (as hereinafter defined) with respect to any
interest payment date shall be entitled to receive the interest payable on
such interest payment date notwithstanding the cancellation of such bond
upon any registration of transfer or exchange thereof subsequent to the
record date and prior to such interest payment date, except that if and to
the extent the Company shall default in the payment of the interest due on
such interest payment date, then such defaulted interest shall be paid to
the person in whose name such bond is registered on a subsequent record date
for the payment of defaulted interest if one shall have been established as
hereinafter provided and otherwise on the date of payment of such defaulted
interest. A subsequent record date may be established by the Company by
notice mailed to the owners of bonds of Series not less than ten days
preceding such record date, which record date shall not be more than thirty
days prior to the subsequent interest payment date. The term "record date"
as used in this Section with respect to any regular interest payment (i.e.,
1 or 1) shall mean the 15 or 15, as the case may be,
next preceding such interest payment date, or if such 15 or 15
shall be a legal holiday or a day on which banking institutions in the
Borough of Manhattan, New York, New York are authorized by law to close, the
next preceding day which shall not be a legal holiday or a day on which such
institutions are so authorized to close.
SECTION 1.04. Transfer and Exchange of Bonds of Series . The bonds
of Series may be surrendered for registration of transfer as provided in
Section 2.06 of the Mortgage Indenture at the office or agency of the
Company in the Borough of Manhattan, New York, New York, and may be
surrendered at said office for exchange for a like aggregate principal
amount of bonds of Series of other authorized denominations.
Notwithstanding the provisions of Section 2.06 of the Mortgage Indenture, no
charge, except for taxes or other governmental charges, shall be made by the
Company for any registration of transfer of bonds of Series or for the
exchange of any bonds of Series for such bonds of other authorized
denominations.
SECTION 1.05. Sinking and Improvement Fund. Each holder of a bond of
Series __, solely by virtue of its acquisition thereof, shall have and be
deemed to have consented, without the need for any further action or consent
by such holder, to any and all amendments to the Mortgage Indenture which
are intended to eliminate or modify in any manner the requirements of the
sinking and improvement fund as provided for in Section 6.14 thereof.
ARTICLE 2.
REDEMPTION OF BONDS OF SERIES .
[The bonds of Series are not subject to redemption at the option of the
Company prior to 1, .] The bonds of Series shall be redeemable
as a whole at any time or in part from time to time in accordance with the
provisions of the Mortgage and upon not less than thirty (30) days' prior
notice given by mail as provided in the Mortgage (which notice may state
that it is subject to the receipt of the redemption moneys by the Trustee on
or before the date fixed for redemption and which notice shall be of no
effect unless such moneys are so received on or before such date), either at
the option of the Company, or for the purpose of any applicable provision of
the Mortgage, at the following prices:
(a) if redeemed with trust moneys deposited with or received by the
Trustee pursuant to Section 3.55 or Section 6.06 or Section 6.09 or Section
6.14 or Article 8.5 of the Mortgage Indenture, then at the applicable
special redemption price, stated as a percentage of the principal amount,
specified under the column headed Special Redemption Price in the form of
bond of Series set forth in Schedule A appended hereto, together in every
case with accrued and unpaid interest thereon to the date fixed for
redemption; and
(b) otherwise, at the applicable general redemption price, stated as a
percentage of the principal amount, specified under the column headed
General Redemption Price in the form of bond of Series set forth in
Schedule A appended hereto, together in every case with accrued and unpaid
interest thereon to the date fixed for redemption.
ARTICLE 3.
COVENANT OF COMPANY.*
The Company covenants and agrees that, so long as any bond of Series
remains outstanding, it will not declare or pay any dividends, or make any
other distribution (except (1) dividends payable or distributions made in
shares of common stock of the Company and (2) dividends or distributions
payable in cash in cases where, concurrently with the payment of the
dividend or distribution an amount in cash equal to the dividend or
distribution is received by the Company as a capital contribution or as the
proceeds of the issue and sale of shares of its common stock) on or in
respect of common stock of the Company, or purchase or otherwise acquire or
permit a subsidiary to purchase or otherwise acquire for a consideration any
shares of common stock of the Company, if the aggregate of such dividends,
distributions and such consideration for purchase or other acquisition of
shares of common stock of the Company after 19 , shall
exceed
(i) the earned surplus of the Company accumulated after
, 19 (determined in accordance with generally accepted accounting
principles and without giving effect to charges to earned surplus on account
of such dividends, distributions or acquisitions or on account of the
disposition of any amounts which may then be classified by the Company on
its books as amounts in excess of the original cost of utility plant or to
charges or credits to earned surplus on account of items inherent in the
balance sheet at , 19 , or on account of
transfers from earned surplus to capital surplus or capital stock accounts),
plus
(ii) the earned surplus of the Company accumulated prior to
1, 19 in an amount not exceeding $ ,000,000, plus
(iii) such additional amount as shall be authorized or approved, upon
application by the Company, by the Securities and Exchange Commission, or by
any successor body thereto, under the Public Utility Holding Company Act of
1935.
___________________________
* Optional
For the purposes of this Article, in determining the earned surplus of
the Company accumulated after , 19 , there shall be deducted
the dividends accruing subsequent to 19 , on preferred stock
of the Company and the total amount, if any, by which the charges to income
or earned surplus for the period since , 19 as provision for
depreciation of utility property shall have been less than the replacement
fund requirement for the period. The term "consideration," as used in this
Article, shall mean cash or fair value if the consideration be other than
cash, and the term "provision for depreciation," as used in this Article,
shall not be deemed to include provision for the amortization of any amounts
classified by the Company on its books as amounts in excess of the original
cost of utility plant.
ARTICLE 4.
MISCELLANEOUS.
SECTION 3.01. Benefits of Supplemental Indenture and Bonds of Series .
Nothing in this Supplemental Indenture, or in the bonds of Series ,
expressed or implied, is intended to or shall be construed to give to any
person or corporation other than the Company, the Trustee and the holders of
the bonds and interest obligations secured by the Mortgage and this
Supplemental Indenture, any legal or equitable right, remedy or claim under
or in respect of this Supplemental Indenture or of any covenant, condition
or provision herein contained. All the covenants, conditions and provisions
hereof are and shall be held to be for the sole and exclusive benefit of the
Company, the Trustee and the holders of the bonds and interest obligations
secured by the Mortgage and this Supplemental Indenture.
SECTION 3.02. Effect of Table of Contents and Headings. The table of
contents and the descriptive headings of the several Articles and Sections
of this Supplemental Indenture are inserted for convenience of reference
only and are not to be taken to be any part of this Supplemental Indenture
or to control or affect the meaning, construction or effect of the same.
SECTION 3.03. Counterparts. For the purpose of facilitating the
recording hereof, this Supplemental Indenture may be executed in any number
of counterparts, each of which shall be and shall be taken to be an original
and all collectively but one instrument.
IN WITNESS WHEREOF, The Connecticut Light and Power Company has caused
these presents to be executed by a Vice President and its corporate seal to
be hereunto affixed, duly attested by its Secretary or an Assistant
Secretary, and Bankers Trust Company has caused these presents to be
executed by a Vice President or Assistant Vice President and its corporate
seal to be hereunto affixed, duly attested by one of its Assistant
Secretaries, as of the day and year first above written.
THE CONNECTICUT LIGHT AND POWER
COMPANY Attest:
By
Assistant Secretary Vice President
(SEAL) Signed, sealed and delivered
in the presence of:
BANKERS TRUST COMPANY Attest:
By
(SEAL) Signed, sealed and delivered
in the presence of:
STATE OF CONNECTICUT )
) SS.: BERLIN
COUNTY OF HARTFORD )
On this day of 19 , before me, the
undersigned officer, personally appeared and , who
acknowledged themselves to be Vice President and Assistant Secretary,
respectively, of THE CONNECTICUT LIGHT AND POWER COMPANY, a corporation, and
that they, as such Vice President and such Assistant Secretary, being
authorized so to do, executed the foregoing instrument for the purpose
therein contained, by signing the name of the corporation by themselves as
Vice President and Assistant Secretary, and as their free act and deed.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My commission expires
(SEAL)
STATE OF NEW YORK )
) SS.: NEW YORK
COUNTY OF NEW YORK )
On this day of , 19 , before me, the undersigned
officer, personally appeared and who
acknowledged themselves to be Vice President and Assistant Treasurer,
respectively, of BANKERS TRUST COMPANY, a corporation, and that they, as
such Vice President and such Assistant Treasurer, being authorized so to do,
executed the foregoing instrument for the purposes therein contained, by
signing the name of the corporation by themselves as Vice President and
Assistant Treasurer, and as their free act and deed.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
(SEAL)
SCHEDULE A
[FORM OF BONDS OF SERIES ]
No. $
THE CONNECTICUT LIGHT AND POWER COMPANY
Incorporated under the Laws of the State of Connecticut
FIRST AND REFUNDING MORTGAGE % BOND, 199 SERIES
PRINCIPAL DUE 1,
FOR VALUE RECEIVED, THE CONNECTICUT LIGHT AND POWER COMPANY, a
corporation organized and existing under the laws of the State of
Connecticut (hereinafter called the Company), hereby promises to pay to
or registered assigns, the principal sum of
dollars, on the first day of , 199 and to pay interest
on said sum, semiannually on the first days of and in each year,
commencing 1, , until the Company's obligation with respect to
said principal sum shall be discharged, at the rate per annum specified in
the title of this bond from the interest payment date next preceding the
date of authentication hereof to which interest has been paid on the bonds of
this series, or if the date of authentication hereof is prior to
16, 199 , then from the date of original issuance, or if the date of
authentication hereof is an interest payment date to which interest is being
paid or a date between the record date for any such interest payment date
and such interest payment date, then from such interest payment date. Both
principal and interest shall be payable at the office or agency of the
Company in the Borough of Manhattan, New York, New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.
Each installment of interest hereon (other than overdue interest) shall
be payable to the person who shall be the registered owner of this bond at
the close of business on the record date, which shall be the 15 or
15, as the case may be, next preceding the interest payment date, or,
if such 15 or 15 shall be a legal holiday or a day on which
banking institutions in the Borough of Manhattan, New York, New York, are
authorized by law to close, the next preceding day which shall not be a legal
holiday or a day on which such institutions are so authorized to close.
Reference is hereby made to the further provisions of this bond set
forth on the reverse hereof, including without limitation provisions in
regard to the call and redemption and the registration of transfer and
exchangeability of this bond, and such further provisions shall for all
purposes have the same effect as though fully set forth in this place.
This bond shall not become or be valid or obligatory until the
certificate of authentication hereon shall have been signed by Bankers Trust
Company (hereinafter with its successors as defined in the Mortgage
hereinafter referred to, generally called the Trustee), or by such a
successor.
IN WITNESS WHEREOF, The Connecticut Light and Power Company has caused
this bond to be executed in its corporate name and on its behalf by its
President by his signature or a facsimile thereof, and its corporate seal to
be affixed or imprinted hereon and attested by the manual or facsimile
signature of its Secretary.
Dated as of 1, 199 .
THE CONNECTICUT LIGHT AND POWER COMPANY
By
President
Attest:
Secretary
[FORM OF TRUSTEE'S CERTIFICATE]
Bankers Trust Company hereby certifies that this bond is one of the
bonds described in the within mentioned Mortgage.
BANKERS TRUST COMPANY, TRUSTEE
By
Authorized Officer
Dated:
[FORM OF BOND]
[REVERSE]
THE CONNECTICUT LIGHT AND POWER COMPANY
FIRST AND REFUNDING MORTGAGE BOND, 199 SERIES
This bond is one of an issue of bonds of the Company, of an unlimited
authorized amount of coupon bonds or registered bonds without coupons, or
both, known as its First and Refunding Mortgage Bonds, all issued or to be
issued in one or more series, and is one of a series of said bonds limited
in principal amount to one million dollars ($ ,000,000),
consisting only of registered bonds without coupons and designated "First and
Refunding Mortgage % Bonds, 199 Series ," all of which bonds are
issued or are to be issued under, and equally and ratably secured by, a
certain Indenture of Mortgage and Deed and Trust dated as of May 1, 1921,
and by sixty- Supplemental Indentures dated respectively as of May 1,
1921, February 1, 1924, July 1, 1926, June 20, 1928, June 1, 1932, July 1,
1932, July 1, 1935, September 1, 1936, October 20, 1936, December 1, 1936,
December 1, 1938, August 31, 1944, September 1, 1944, May 1, 1945, October 1,
1945, November 1, 1949, December 1, 1952, December 1, 1955, January 1, 1958,
February 1, 1960, April 1, 1961, September 1, 1963, April 1, 1967, May 1,
1967, January 1, 1968, October 1, 1968, December 1, 1969, January 1, 1970,
October 1, 1970, December 1, 1971, August 1, 1972, April 1, 1973, March 1,
1974, February 1, 1975, September 1, 1975, May 1, 1977, March 1, 1978,
September 1, 1980, October 1, 1981, June 30, 1982, October 1, 1982, July 1,
1983, January 1, 1984, October 1, 1985, September 1, 1986, April 1, 1987,
October 1, 1987, November 1, 1987, April 1, 1988, November 1, 1988, June 1,
1989, September 1, 1989, December 1, 1989, April 1, 1992, July 1, 1992,
October 1, 1992, July 1, 1993, July 1, 1993, December 1, 1993, February 1,
1994, February 1, 1994, June 1, 1994 and 1, 199 (said Indenture of
Mortgage and Deed of Trust and Supplemental Indentures being collectively
referred to herein as the "Mortgage"), all executed by the Company to Bankers
Trust Company, as Trustee, all as provided in the Mortgage to which
reference is made for a statement of the property mortgaged and pledged, the
nature and extent of the security, the rights of the holders of the bonds in
respect thereof and the terms and conditions upon which the bonds may be
issued and are secured; but neither the foregoing reference to the Mortgage
nor any provision of this bond or of the Mortgage shall affect or impair the
obligation of the Company, which is absolute, unconditional and unalterable,
to pay at the maturities herein provided the principal of and interest on
this bond as herein provided. The principal of this bond may be declared or
may become due on the conditions, in the manner and at the time set forth in
the Mortgage, upon the happening of an event of default as in the Mortgage
provided.
This bond is transferable by the registered holder hereof in person or by
attorney upon surrender hereof at the office or agency of the Company in the
Borough of Manhattan, New York, New York, together with a written instrument
of transfer in approved form, signed by the holder, and a new bond or bonds
of this series for a like principal amount in authorized denominations will
be issued in exchange, all as provided in the Mortgage. Prior to due
presentment for registration of transfer of this bond the Company and the
Trustee may deem and treat the registered owner hereof as the absolute owner
hereof, whether or not this bond be overdue, for the purpose of receiving
payment and for all other purposes, and neither the Company nor the Trustee
shall be affected by any notice to the contrary.
This bond is exchangeable at the option of the registered holder hereof
upon surrender hereof, at the office or agency of the Company in the Borough
of Manhattan, New York, New York, for an equal principal amount of bonds of
this series of other authorized denominations, in the manner and on the
terms provided in the Mortgage.
Bonds of this series are to be issued initially under a book-entry only
system and, except as hereinafter provided, registered in the name of The
Depository Trust Company, New York, New York ("DTC") or its nominee, which
shall be considered to be the holder of all bonds of this series for all
purposes of the Mortgage, including, without limitation, payment by the
Company of principal of and interest on such bonds of this series and receipt
of notices and exercise of rights of holders of such bonds of this series.
There shall be a single bond of this series which shall be immobilized in
the custody of DTC with the owners of book-entry interests in bonds of this
series ("Book-Entry Interests") having no right to receive bonds of this
series in the form of physical securities or certificates. Ownership of
Book-Entry Interests shall be shown by book-entry on the system maintained
and operated by DTC, its participants (the "Participants") and certain
persons acting through the Participants. Transfers of ownership of
Book-Entry Interests are to be made only by DTC and the Participants by that
book-entry system, the Company and the Trustee having no responsibility
therefor so long as bonds of this series are registered in the name of DTC or
its nominee. DTC is to maintain records of positions of Participants in
bonds of this series, and the Participants and persons acting through
Participants are to maintain records of the purchasers and owners of
Book-Entry Interests. If DTC or its nominee determines not to continue to
act as a depository for the bonds of this series in connection with a book-
entry only system, another depository, if available, may act instead and the
single bond of this series will be transferred into the name of such other
depository or its nominee, in which case the above provisions will continue
to apply to the new depository. If the book- entry only system for bonds of
this series is discontinued for any reason, upon surrender and cancellation
of the single bond of this series registered in the name of the then
depository or its nominee, new registered bonds of this series will be issued
in authorized denominations to the holders of Book-Entry Interests in
principal amounts coinciding with the amounts of Book-Entry Interests shown
on the book-entry system immediately prior to the discontinuance thereof.
Neither the Trustee nor the Company shall be responsible for the accuracy of
the interests shown on that system.
[The bonds of this series are not subject to redemption at the option of
the Company prior to 1, .] The bonds of this series are subject
to redemption prior to maturity as a whole at any time or in part from time
to time in accordance with the provisions of the Mortgage, upon not less
than thirty (30) days' prior notice (which notice may be made subject to the
deposit of redemption moneys with the Trustee before the date fixed for
redemption) given by mail as provided in the Mortgage, either at the option
of the Company, or for the purposes of any applicable provision of the
Mortgage, at the following prices, together in every case with accrued and
unpaid interest thereon to the date fixed for redemption:
(a) if redeemed with trust moneys deposited with or received by the
Trustee pursuant to specified provisions of the Mortgage, then at the
applicable special redemption price, stated as a percentage of the principal
amount, set forth below; and
(b) otherwise, at the applicable general redemption price, stated as a
percentage of the principal amount, set forth below:
If date fixed for General Special
redemption falls Redemption Redemption
within twelve months' Price (% Price (%
period ending the of principal of principal
last day of amount called) amount called)
The Mortgage provides that the Company and the Trustee, with consent of
the holders of not less than 66-2/3% in aggregate principal amount of the
bonds at the time outstanding which would be affected by the action proposed
to be taken, may by supplemental indenture add any provisions to or change
or eliminate any of the provisions of the Mortgage or modify the rights of
the holders of the bonds and coupons issued thereunder; provided, however,
that without the consent of the holder hereof no such supplemental indenture
shall affect the terms of payment of the principal of or interest or premium
on this bond, or reduce the aforesaid percentage of the bonds the holders of
which are required to consent to such a supplemental indenture, or permit
the creation by the Company of any mortgage or pledge or lien in the nature
thereof ranking prior to or equal with the lien of the Mortgage or deprive
the holder hereof of the lien of the Mortgage on any of the property which is
subject to the lien thereof.
As set forth in the Supplemental Indenture establishing the terms and
series of the bonds of this series, each holder of this bond, solely by
virtue of its acquisition thereof, shall have and be deemed to have
consented, without the need for any further action or consent by such
holder, to any and all amendments to the Mortgage which are intended to
eliminate or modify in any manner the requirements of the sinking and
improvement fund as set forth in Section 6.14 of the Mortgage.
No recourse shall be had for the payment of the principal of or the
interest on this bond, or any part thereof, or for any claim based thereon
or otherwise in respect thereof, to any incorporator, or any past, present
or future stockholder, officer or director of the Company, either directly
or indirectly, by virtue of any statute or by enforcement of any assessment
or otherwise, and any and all liability of the said incorporators,
stockholders, officers or directors of the Company in respect to this bond
is hereby expressly waived and released by every holder hereof.
JEFFREY C. MILLER
107 Selden Street
Berlin, CT 06037
Exhibit 5.1
August 26, 1994
The Connecticut Light and Power Company
107 Selden Street
Berlin, Connecticut 06037-1616
Re: The Connecticut Light and Power Company Registration Statement on
Form S-3
Ladies and Gentlemen:
I am Assistant General Counsel of Northeast Utilities Service Company,
an affiliate of The Connecticut Light and Power Company, a Connecticut
corporation (the "Company"). I have acted as counsel for the Company with
respect to the Registration Statement on Form S-3 filed by it under the
Securities Act of 1933, as amended, to register $300,000,000 in aggregate
amount of First and Refunding Mortgage Bonds (the "Bonds"), Preferred Stock,
$50 par value (the "Preferred Stock") and Class A Preferred Stock, $25 par
value (the "Class A Preferred Stock," and together with the Bonds and
Preferred Stock, the "Securities") to be sold by the Company to underwriters
who will make a public offering of the Securities being sold or to other
purchasers determined at the time of sale. I have reviewed the Registration
Statement, and the exhibits thereto, relating to the Securities, and the
Company's Charter, as amended to the date of this opinion, and have examined
or caused to be examined such other papers, documents and records, have made
such examination of law and have satisfied myself as to such other matters as
I deemed relevant and necessary for purposes of this opinion.
Based upon the foregoing, I am of the opinion that at such time as (i)
the issue and sale of the Securities in question have been duly authorized by
the Board of Directors of the Company or by a duly authorized agent of the
Board of Directors, (ii) there is in effect such appropriate order of the
Securities and Exchange Commission as may be necessary, (iii) the Preferred
Stock, if any, is delivered against payment therefor of a purchase price of
not less that $50 per share, (iv) the Class A Preferred Stock, if any, is
delivered against payment therefor of a purchase price of not less than $25
per share, (v) one or more Supplemental Indentures with respect to the Bonds,
if any, have been duly executed, delivered and recorded and (vi) the Bonds,
if any, have been duly executed, authenticated and delivered against payment
therefor, the Preferred Stock and Class A Preferred Stock will be legally
issued, fully paid and non-assessable shares of preferred stock of the
Company, and the Bonds will be legally issued and binding obligations of the
Company entitled to the security provided in the Indenture.
I hereby consent to the use of this opinion in connection with the
registration of the Securities under the Securities Act of 1933, as amended,
and to the references to me under "Legal Opinions and Experts" in the
prospectus included in the Registration Statement.
Very truly yours,
/s/ Jeffrey C. Miller
Assistant General Counsel
<TABLE>
<CAPTION>
THE CONNECTICUT LIGHT AND POWER COMPANY Exhibit 12.1
(Exhibit 12 SEC Ratio)
RATIO OF EARNINGS TO FIXED CHARGES
Twelve Months
Ended
Year Ended December 31, June 30, 1994
1989 1990 1991 1992 1993 (UNAUDITED)
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Earnings:
Income from Comtinuing
Operations $ 207,875 224,783 240,818 206,714 143,702 a. 193,830
Current Income Taxes 78,459 72,843 52,499 88,926 159,876 142,922
Deferred Income Taxes 29,365 34,291 108,754 66,391 (20,188) 30,175
--------- --------- --------- --------- --------- ---------
Earnings before Income Taxes 315,699 331,917 402,071 362,031 283,390 366,927
Less: Undistributed Income
from less than 50% owned
companies 1,253 957 611 95 234 1,414
Fixed Charges 237,386 216,842 198,000 184,407 165,213 152,420
--------- --------- --------- --------- --------- ---------
Earnings Available for
Fixed Charges 551,832 547,802 599,460 546,343 448,369 517,933
Fixed Charges:
Interest on Long Term Debt 186,301 176,940 162,307 145,066 126,850 117,647
Amortization of debt discount
and expense, less premium 3,158 3,248 3,949 6,248 7,412 8,722
Interest on Short Term Debt 9,269 4,913 6,208 3,679 6,111 5,725
Other Interest 5,554 4,294 789 5,659 5,423 2,039
Portion of rents representative
of the interest factor 33,104 27,447 24,747 23,755 19,417 18,287
--------- --------- --------- --------- --------- ---------
Total Fixed Charges 237,386 216,842 198,000 184,407 165,213 152,420
Ratio of Earnings to
Fixed Charges 2.32 2.53 3.02 2.96 2.71 3.39
==== ==== ==== ==== ==== ====
a. Excludes the cumulative effect of an accounting change of $47.7 million.
</TABLE>
<TABLE>
<CAPTION>
THE CONNECTICUT LIGHT AND POWER COMPANY Exhibit 12.2
(EXHIBIT 12 SEC RATIO)
RATIO OF EARNINGS TO FIXED CHARGES
AND PREFERRED DIVIDEND REQUIREMENTS Twelve Months
Ended
<S> Year Ending December 31, June 30, 1994
1989 1990 1991 1992 1993 (Unaudited)
---------- ---------- ---------- ---------- ---------- ----------
Earnings: <C> <C> <C> <C> <C> <C>
Income from Continuing
Operations $ 207,875 224,783 240,818 206,714 143,702 (b) 193,830
Current Income Taxes 78,459 72,843 52,499 88,926 159,876 142,922
Deferred Income Taxes 29,365 34,291 108,754 66,391 (20,188) 30,175
---------- ---------- ---------- ---------- ---------- ----------
Earnings Before Income Taxes 315,699 331,917 402,071 362,031 283,390 366,927
Less: Undistributed Income from
less than 50 % owned companies 1,253 957 611 95 234 1,414
Fixed Charges 237,386 216,842 198,000 184,407 165,213 152,420
---------- ---------- ---------- ---------- ---------- ----------
Earnings Available for
Fixed Charges 551,832 547,802 599,460 546,343 448,369 517,933
Fixed Charges:
Interest on Long Term Debt 186,301 176,940 162,307 145,066 126,850 117,647
Amortization of Debt Discount
and expense, less premium 3,158 3,248 3,949 6,248 7,412 8,722
Interest on Short Term Debt 9,269 4,913 6,208 3,679 6,111 5,725
Other Interest 5,554 4,294 789 5,659 5,423 2,039
Portion of rents representative
of the interest factor 33,104 27,447 24,747 23,755 19,417 18,287
---------- ---------- ---------- ---------- ---------- ----------
Total Fixed Charges 237,386 216,842 198,000 184,407 165,213 152,420
Preferred Dividend
Requirements (a) 44,934 52,224 57,683 55,992 57,547 49,920
---------- ---------- ---------- ---------- ---------- ----------
Total Fixed Charges and
Preferred Dividend Requirement 282,320 269,066 255,683 240,399 222,760 202,340
Ratio of Earnings to Combined
Fixed Charges and
Preferred Dividend Requirement 1.95 2.03 2.34 2.27 2.01 2.55
====== ====== ====== ====== ======= =======
(a) Preferred Dividends 29,581 35,358 34,541 31,977 29,182 26,371
Ratio of Earnings before
Income Taxes to Income(b) 1.519 1.477 1.670 1.751 1.972 1.893
---------- ---------- ---------- ---------- ----------- -----------
Preferred Dividend
Requirements 44,934 52,224 57,683 55,992 57,547 49,920
(b) Excludes the cumulative effect of an accounting change of $47.7 million.
</TABLE>
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 18,
1994, included or incorporated by reference in The Connecticut Light and
Power Company's Form 10-K for the year ended December 31, 1993 and to all
references to our Firm included in this registration statement.
/s/ Arthur Andersen & Co.
Arthur Andersen & Co.
Hartford, Connecticut
August 22, 1994
Exhibit 25
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)
BANKERS TRUST COMPANY
(Exact name of trustee as specified in its charter)
NEW YORK 13-4941247
(Jurisdiction of incorporation (I.R.S. Employer
if not a U.S. national bank) Identification no.)
Four Albany Street 10006
New York, New York (Zip Code)
(Address of principal
executive offices)
THE CONNECTICUT LIGHT AND POWER COMPANY
(Exact name of obligor as specified in the charter)
CONNECTICUT 06-030850
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) Identification no.)
Selden Street
Berlin, Connecticut 06037
(Address of principal executive offices) (Zip Code)
First and Refunding Mortgage Bonds
(Title of the indenture securities)
Item 1. General Information
Furnish the following information as to the trustee.
(a) Name and address of each examining or supervising authority to which it
is subject.
Name Address
Federal Reserve Bank (2nd District) New York, N.Y.
Federal Deposit Insurance Corporation Washington, D.C.
New York State Banking Department Albany, N.Y.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the Trustee, describe each such
affiliation.
None.
Item 16. List of Exhibits.
Exhibit 1 - Restated Organization Certificate of Bankers Trust Company
dated August 7, 1990 and Certificate of Amendment of the Organization
Certificate of Bankers Trust Company dated March 28, 1994 - Incorporated
herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration
No. 33-79862.
Exhibit 2 - Certificate of Authority to commence business - Incorporated
herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration
No. 33-21047.
Exhibit 3 - Authorization of the Trustee to exercise corporate trust
powers - Incorporated herein by reference to Exhibit 2 filed with Form T-1
Statement, Registration No. 33-21047.
Exhibit 4 - A copy of existing By-Laws of Bankers Trust Company, dated
as amended on September 21, 1993 - Incorporated herein by reference to
Exhibit 4 filed with Form T-1 Statement, Registration No. 33-52359.
Exhibit 5 - Not applicable.
Exhibit 6 - Consent of Bankers Trust Company required by Section 321(b)
of the Act - Incorporated herein by reference to Exhibit 4 filed with Form T-
1 Statement, Registration No. 22-18864.
Exhibit 7 - A copy of the latest report of condition of Bankers Trust
company dated as of June 30, 1994 - see attached.
Exhibit 8 - Not Applicable
Exhibit 9 - Not Applicable
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, Bankers Trust Company, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York, and State of New York, on the 19th
day of August 1994.
BANKERS TRUST COMPANY
BY/s/M. Lisa Morrone
Assistant Vice President
<TABLE>
<CAPTION>
Legal Title of Bank: Bankers Trust Company Call Date: 3/31/94ST-BK: 36-4840 FFIEC 031 Page RC-1
Address: 130 Liberty Street
City, State ZIP: New York, NY 10006
FDIC Certificate No.: 00623
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks June 30, 1994
All schedules are to be reported in thousands of dollars. Unless otherwise indicated, reported the
amount outstanding as of the last business day of the quarter.
Schedule RC-Balance Sheet
C400
Dollar Amounts in Thousands RCFD Bil Mil Thou
ASSETS
<S> <C> <C> <C>
1. Cash and balances due from depository
institutions (from Schedule RC-A):
a. Noninterest-bearing balances and
currency and coin(1) 0811 2,650,000 1.a.
b. Interest-bearing balances(2) 0071 2,075,000 1.b.
2. Securities:
a. Held-to-maturity securities (from
Schedule RC-B, column A) 1754 0 2.a
b. Available-for-sale securities (from
Schedule RC-B, column D) 1773 4,364,000 2.b.
3. Federal funds sold and securities purchased
under agreements to resell in domestic
offices of the bank and of its Edge and
Agreement subsidiaries, and in IBFs:
a. Federal funds sold 0276 4,286,000 3.a.
b. Securities purchased under agreements
to resell 0277 617,000 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income
(from Schedule RC-C) RCFD 2122 16,088,000 4.a.
b. LESS: Allowance for loan and lease
losses RCFD 3123 1,264,000 4.b.
c. LESS: Allocated transfer risk reserve RCFD 3128 0 4.c.
d. Loans and leases, net of unearned
income, allowance, and reserve (item 4.a
minus 4.b and 4.c) 2125 14,824,000 4.d.
5. Assets held in trading accounts 3545 37,240,000 5.
6. Premises and fixed assets (including
capitalized leases) 2145 727,000 6.
7. Other real estate owned (from Schedule RC-M) 2150 277,000 7.
8. Investments in unconsolidated subsidiaries and
associated companies (from Schedule RC-M) 2130 184,000 8.
9. Customers' liability to this bank on
acceptances outstanding 2155 401,000 9.
10. Intangible assets (from Schedule RC-M) 2143 10,000 10.
11. Other assets (from Schedule RC-F) 2160 9,251,000 11.
12. Total assets (sum of items 1 through 11) 2170 76,906,000 12.
- ----------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
</TABLE>
<TABLE>
<CAPTION>
Legal Title of Bank: Bankers Trust Company Call Date: 3/31/94ST-BK: 36-4840 FFIEC 031 Page RC-2
Address: 130 Liberty Street
City, State ZIP: New York, NY 10006
FDIC Certificate No.: 00623
Schedule RC-Continued
Dollar Amounts in Thousands Bil Mil Thou
LIABILITIES
<S> <C> <C> <C>
13. Deposits:
a. In domestic offices (sum of totals of RCON 2200 7,980,000 13.a.
columns A and C from Schedule RC-E,
part I)
(1) Noninterest-bearing(1) RCON 6631 3,321,000 13.a(1)
(2) Interest-bearing RCON 6636 4,659,000 13.a(2)
b. In foreign offices, Edge and
Agreement subsidiaries, and IBFs:
(from Schedule RC-E, Part II) RCFN 2200 14,303,000 13.b.
(1) Noninterest-bearing RCFN 6631 631,000 13.b(1)
(2) Interest bearing RCFN 6636 13,672,000 13.b(2)
14. Federal Funds purchased and securities sold
under agreements to repurchase in domestic
offices of the bank and of its Edge and
Agreement subsidiaries, and in IBFs:
a. Federal funds purchased RCFD 0278 6,820,000 14.a.
b. Securities sold under agreements
to repurchase RCFD 0279 839,000 14.b.
15. a. Demand notes issued to the U.S. Treasury RCON 2840 0 15.a.
b. Trading liabilities RCFD 3548 23,272,000 15.b.
16. Other borrowed money:
a. With original maturity of one year or less RCFD 2332 8,463,000 16.a.
b. With original maturity of more than one year RCFD 2333 1,261,000 16.b.
17. Mortgage indebtedness and obligations under
capitalized leases RCFD 2910 11,000 17.
18. Bank's liability on acceptances
executed and outstanding RCFD 2920 401,000 18.
19. Subordinated notes and debentures RCFD 3200 1,283,000 19.
20. Other liabilities (from Schedule RC-G) RCFD 2930 8,057,000 20.
21. Total liabilities (sum of items 13 through 20) RCFD 2948 72,690,000 21.
22. Limited-life preferred stock and related surplus RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus RCFD 3838 250,000 23.
24. Common stock RCFD 3230 852,000 24.
25. Surplus (exclude all surplus related to
preferred stock) RCFD 3839 498,000 25.
26. a. Undivided profits and capital reserves RCFD 3632 2,905,000 26.a.
b. Net unrealized holding gains (losses)
on available-for-sale securities RCFD 8434 42,000 26.b.
27. Cumulative foreign currency translation adjustments RCFD 3284 (331,000) 27.
28. Total equity capital (sum of items 23 through 27) RCFD 3210 4,216,000 28.
29. Total liabilities, limited-life preferred stock,
and equity capital (sum of items 21, 22, and 28) RCFD 3300 76,906,000 29.
Memorandum
To be reported only with the March Report of Condition
1. Indicate in the box at the right the number of the statement
below that best describes the most comprehensive level of
auditing work performed for the bank by independent external Number
auditors as of any date during 1993 RCFD 6724 N/A M.1
1 = Independent audit of the bank conducted in 4 = Directors' examination of the bank performed
accordance with generally accepted by other external auditors (may be required
auditing standards by a certified public by state chartering authority)
accounting firm which submits a report 5 = Review of the bank's financial statements
on the bank by external auditors
2 = Independent audit of the bank's parent 6 = Compilation of the bank's financial
holding company conducted in accordance statements by external auditors
with generally accepted auditing 7 = Other audit procedures (excluding tax
standards by a certified public preparation work)
accounting firm which submits a report 8 = No external audit work
on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank
conducted in accordance with generally
accepted auditing standards by a
certified public accounting firm (may
be required by state chartering authority).
- -----------------
(1) Including total demand deposits and noninterest-bearing time and savings deposits.
</TABLE>
