January 13, 1995
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Connecticut Light and Power Company and Western Massachusetts
Electric Company--Application/Declaration with Respect to the
Organization of Limited Partnerships, the Issuance of Preferred
Limited Partnership Interests and Subordinated Debentures, and
Related Transactions
File No. 70-8451 POS AMC
Ladies and Gentlemen:
Enclosed for filing via EDGAR is Post-Effective Amendment No. 1 to the
above-referenced Application/Declaration.
Sincerely,
/s/Richard J. Wasserman
Day, Berry & Howard
CityPlace I
Hartford, CT 06103-3499
(203) 275-0142
(203) 275-0343 - Fax
RJW:wjr
Enclosure
cc (w/enc.): John B. Keane, Esq.
Jeffrey C. Miller, Esq.
Mr. Mark W. Sikorski
David P. Falck, Esq.
Lucas F. Torres, Esq.
Mr. John F. Abbot
<PAGE>
File No. 70-8451 POS AMC
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
Form U-1
APPLICATION/DECLARATION WITH RESPECT TO THE ORGANIZATION
OF LIMITED PARTNERSHIPS, THE ISSUANCE OF PREFERRED
LIMITED PARTNERSHIP INTERESTS AND SUBORDINATED
DEBENTURES, AND RELATED TRANSACTIONS
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
THE CONNECTICUT LIGHT AND POWER COMPANY
Selden Street
Berlin, Connecticut 06037
WESTERN MASSACHUSETTS ELECTRIC COMPANY
174 Brush Hill Avenue
West Springfield, Massachusetts 01089
(Name of companies filing this statement and address of principal executive
office)
NORTHEAST UTILITIES
(Name of top registered holding company parent of declarant)
Robert P. Wax, Esq.
Vice President, Secretary and General Counsel
Northeast Utilities Service Company
P.O. Box 270
Hartford, CT 06141-0270
(Name and address of agent for service)
The Commission is requested to mail signed copies of all orders,
notices, and communications to
John B. Keane, Esq. Jeffrey C. Miller, Esq.
Vice President and Treasurer Assistant General Counsel
Northeast Utilities Service Company Northeast Utilities Service Company
P.O. Box 270 P.O. Box 270
Hartford, CT 06141-0270 Hartford, CT 06141-0270
Richard J. Wasserman, Esq.
Day, Berry & Howard
CityPlace
Hartford, CT 06103-3499
<PAGE>
In connection with a proposed issuance by CL&P's Issuing Partnership
of Preferred Partnership Interests and by CL&P of related CL&P
Subordinated Debentures, and in accordance with the Commission's
reservation of jurisdiction in its Order dated January 12, 1995 (Release
No. 35-26216), CL&P hereby provides the Commission with the following
additional information with respect to such proposed issuance:
(a) Aggregate liquidation preference of Preferred Partnership
Interests.
$100,000,000
(b) Aggregate principal amount of CL&P Subordinated Debentures.
Approximately $103,100,000
(c) Outstanding securities to be refunded.
1. $50,000,000 principal amount of 1989 DARTS.
2. $75,000,000 principal amount of 1989 Series, 9.0% Preferred
Stock.
The above amount in excess of the net proceeds to CL&P will be
refunded with short-term debt.
(d) Distribution rate applicable to Preferred Partnership Interests.
9.30%. Assuming an effective tax rate of 41.5%, this equals
approximately 5.44% on an after-tax basis.
(e) Interest rate applicable to CL&P Subordinated Debentures.
Same as rate applicable to Preferred Partnership Interests.
(f) Underwriting fee.
CL&P will pay the Underwriters an underwriting fee equal to
3.15%, or $3,150,000.
(g) Date of issuance.
On or about January 23, 1995.
(h) Years to maturity.
Approximately 49
(i) "Earliest Redemption Date."
The "Earliest Redemption Date," as referred to in Paragraph 11 of
<PAGE>
the Application/Declaration, shall be approximately 5 years after
the date of issuance. Consequently, the Preferred Partnership
Interests and the CL&P Subordinated Debentures will be callable
after five years.
(j) Payment Dates for Preferred Partnership Interests.
The last day of each calendar month.
(k) Payment Dates for CL&P Subordinated Debentures.
Same as payment dates applicable to Preferred Partnership
Interests.
Except as otherwise set forth above, the terms and provisions of the
Preferred Partnership Interests, the CL&P Subordinated Debenture, and
the proposed transactions relating thereto will be as described in the
Application/Declaration, as previously amended, and the exhibits filed
therewith.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, as amended, the undersigned applicants each has duly caused
this Post-Effective Amendment No. 1 to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: January 13, 1995
THE CONNECTICUT LIGHT AND POWER COMPANY
By_________________________/s/Richard J. Wasserman
Richard J. Wasserman
Day, Berry & Howard
CityPlace I
Hartford, Connecticut 06103-3499
Its Attorneys
WESTERN MASSACHUSETTS ELECTRIC COMPANY
By_________________________/s/Richard J. Wasserman
Richard J. Wasserman
Day, Berry & Howard
CityPlace I
Hartford, Connecticut 06103-3499
Its Attorneys
