As filed with the Securities and Exchange Commission on September 15, 1994
Registration No. 33-55279
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
To
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 06037-1616 (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 06037-1616
(203) 665-5000
(Name, address, including zip code, and telephone number of
agent for service)
The Registration Statement on Form S-3 (File No. 33-55279) in this
proceeding is amended as follows:
Item 16 and the List of Exhibits are restated in their entirety.
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.
(Exhibit 1.1, File No. 33-55279).
1.2 - Proposed form of Underwriting Agreement for New Preferred
Stock. (Exhibit 1.2, File No. 33-55279).
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.
(Exhibit 4.3, File No. 33-55279).
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. (Exhibit 4.19, File No. 33-55279).
4.20 - Form of proposed New Supplemental Indenture to be used for
each series of New Bonds. (Exhibit 4.20, File No. 33-55279).
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. (Exhibit
5.1, File No. 33-55279).
12.1 - Statement re computation of Ratio of Earnings to Fixed
Charges. (Exhibit 12.1, File No. 33-55279).
12.2 - Statement re computation of Ratio of Earnings to Fixed Charges
and Preferred Dividends. (Exhibit 12.2, File No. 33-55279).
23 - Consent of Arthur Andersen & Co. (Exhibit 23, File No. 33-
55279). (See also Exhibit 5.1.).
24 - Power of Attorney. (Exhibit 24, File No. 33-55279).
25 - Form T-1 of Bankers Trust Company, Trustee. (Exhibit 25, File
No. 33-55279).
28 - Section 33-320a of the Connecticut Stock Corporation Act.
(Exhibit 28, File No. 2-84026).
99* - Letter of Arthur Andersen & Co. regarding change in accounting
method for property taxes.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment to the registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title
Hugh C. MacKenzie President and Chief )
Hugh C. MacKenzie Executive Officer )
Principal Executive Officer )
)
Robert E. Busch Executive Vice President )
Robert E. Busch and Chief Financial Officer )
Principal Financial Officer )
)
John W. Noyes Vice President and )
John W. Noyes Controller )
Principal Accounting Officer )
)
____________________ )By
William B. Ellis Chairman )/s/Jeffrey C. Miller
)Attorney-in-Fact
Bernard M. Fox )September 15, 1994
Bernard M. Fox Vice Chairman )
)
Robert G. Abair )
Robert G. Abair Director )
)
____________________ )
John P. Cagnetta Director )
)
William T. Frain, Jr. )
William T. Frain, Jr. Director )
)
Cheryl W. Grise )
Cheryl W. Grise Director )
)
John B. Keane )
John B. Keane Director )
)
John F. Opeka )
John F. Opeka Director )
)
Registration No. 33-55279
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
EXHIBITS
TO
AMENDMENT NO. 1
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.
(Exhibit 1.1, File No. 33-55279).
1.2 - Proposed form of Underwriting Agreement for New Preferred
Stock. (Exhibit 1.2, File No. 33-55279).
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.
(Exhibit 4.3, File No. 33-55279).
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. (Exhibit 4.19, File No. 33-55279).
4.20 - Form of proposed New Supplemental Indenture to be used for
each series of New Bonds. (Exhibit 4.20, File No. 33-55279).
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. (Exhibit
5.1, File No. 33-55279).
12.1 - Statement re computation of Ratio of Earnings to Fixed
Charges. (Exhibit 12.1, File No. 33-55279).
12.2 - Statement re computation of Ratio of Earnings to Fixed Charges
and Preferred Dividends. (Exhibit 12.2, File No. 33-55279).
23 - Consent of Arthur Andersen & Co. (Exhibit 23, File No. 33-
55279). (See also Exhibit 5.1.).
24 - Power of Attorney. (Exhibit 24, File No. 33-55279).
25 - Form T-1 of Bankers Trust Company, Trustee. (Exhibit 25, File
No. 33-55279).
28 - Section 33-320a of the Connecticut Stock Corporation Act.
(Exhibit 28, File No. 2-84026).
99* - Letter of Arthur Andersen & Co. regarding change in accounting
method for property taxes.
September 15, 1994
The Connecticut Light and Power Co.
P.O. Box 270
Hartford, CT 06141-0270
Gentlemen:
This letter is written to meet the requirements of Regulation S-K calling for
a letter from a registrant's independent accountants whenever there has been
a change in accounting principle or practice.
We have been informed that, as of January 1, 1993, The Connecticut Light and
Power Company (the Company) changed from the lien date method of accounting
for municipal property taxes to the fiscal year method to recognize the
expense from July 1 through June 30. According to the management of the
Company, this change was made to better match the payment and recognition of
services provided by the municipalities.
A complete coordinated set of financial and reporting standards for
determining the preferability of accounting principles among acceptable
alternative principles has not been established by the accounting profession.
Thus, we cannot make an objective determination of whether the change in
accounting described in the preceding paragraph is to a preferable method.
However, we have reviewed the pertinent factors, including those related to
financial reporting, in this particular case on a subjective basis, and our
opinion stated below is based on our determination made in this manner.
We are of the opinion that the Company's change in method of accounting is to
an acceptable alternative method of accounting, which, based upon the reasons
stated for the change and our discussions with you, is also preferable under
the circumstances in this particular case. In arriving at this opinion, we
have relied on the business judgement and business planning of your
management.
Very truly yours,
/s/ Arthur Andersen LLP
