SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-6B-2
Certificate of Notification
of
The Connecticut Light and Power Company
with respect to Financing of Pollution Control Facilities
Certificate is filed by: The Connecticut Light and Power Company (the
"Company")
This certificate is notice that the above-named company has issued, renewed
or guaranteed the security or securities described herein which issue, renewal
or guaranty was exempted from the provisions of Section 6(a) of the Act and was
neither the subject of a declaration or application on Form U-1 nor included
within the exemption provided by Rule U-48.
1. Type of the security or securities:As described in the Company*s Form U-6B-
2 filed on May 22, 1996 (the "Original Form"), pursuant to the Loan Agreement
dated as of May 1, 1996 (the "Loan Agreement"), between the Company and the
Connecticut Development Authority (the "Authority"), the Company issued its
promissory note in the principal amount of $62,000,000 (the "Promissory Note")
to evidence its obligation to repay the loan made to it by the Authority of the
proceeds of the Authority*s $62,000,000 Pollution Control Revenue Bonds issued
by the Authority on the Company*s behalf (the "Bonds"). The Bonds were
initially supported by a letter of credit (the "Letter of Credit") issued by
Canadian Imperial Bank of Commerce, New York Agency ("CIBC") pursuant
to the Letter of Credit and Reimbursement Agreement dated as of May 1, 1996
(the "Reimbursement Agreement"), among the Company, CIBC, and the Co-Agent and
the Participating Banks referred to therein. In connection with various
modifications to the transactions referred to in the Original Form, on January
23, 1997, the Company terminated the Letter of Credit and provided support for
the Bonds in the form of (i) a municipal bond insurance policy issued by AMBAC
Indemnity Corporation and (ii) the Standby Bond Purchase Agreement dated
January 23, 1997, among the Company, Societe Generale, New York Branch, and
Fleet National Bank, as trustee (the "Trustee"). In addition, the Promissory
Note was cancelled and replaced by the Company*s First and Refunding Mortgage
Bonds, 1996 Series B (the "1996 Series B Mortgage Bonds") which were issued
pursuant to the Supplemental Indenture dated as of January 1, 1997 to the
Indenture of Mortgage and Deed of Trust dated as of May 1, 1921 between the
Company and Bankers Trust Company, as trustee (collectively, the "Mortgage
Indenture"). Upon the issuance of the 1996 Series B Mortgage Bonds and the
termination of the Letter of Credit, the Second Mortgage (as defined and
referred to in the Original Form) was released to the extent that it secured
the Company*s repayment obligations under the Loan Agreement and the
Reimbursement Agreement. The Loan Agreement was amended and restated as of
January 1, 1997 in order to effect the foregoing.
2. Issue, renewal or guaranty: The Company has issued the 1996 Series B
Mortgage Bonds in return for the cancellation of the Promissory Note and the
release of the Second Mortgage as described in Paragraph 1 above.
3. Principal amount of each security: $62,000,000.
4. Rate of interest per annum of each security: As discussed in the Original
Form, pursuant to the Loan Agreement, the Company is obligated to make loan
payments equal to the amount payable as principal of, premium, if any, or
interest due on the Bonds outstanding on such date. The Bonds may bear
interest at daily, commercial paper, weekly, mutiannual, or fixed rates. The
Bonds were initially issued bearing interest at weekly rates. The interest
rate currently applicable to the Bonds (and therefore the 1996 Series B
Mortgage Bonds) is approximately 3.5%.
5. Date of issue, renewal or guaranty of each security: As described in the
Original Form, the Bonds and the Promissory Note were issued on May 21, 1996.
The Promissory Note was cancelled and the 1996 Series B Mortgage Bonds were
issued on January 23, 1997.
6. If renewal of security, give date of original issue: N/A.
7. Date of maturity of each security: The Bonds, and therefore the 1996 Series
B Mortgage Bonds, mature on May 1, 2031.
8. Name of the person to whom each security was issued, renewed or guaranteed:
As described in the Original Form, the Promissory Note was issued to the
Authority and then assigned by the Authority to the Trustee as security for the
Bonds. The Bonds were issued to Goldman, Sachs & Co. and Advest, Inc.,
underwriters, and then sold by such underwriters to the public. Upon the
cancellation of the Promissory Note, the 1996 Series B Mortgage Bonds were
issued to the Trustee as further security for the Bonds.
9. Collateral given with each security, if any: The 1996 Series B Mortgage
Bonds are secured under the Mortgage Indenture by a first lien on substantially
all of the Company*s utility property.
10. Consideration received for each security: As described in the Original
Form, the Bonds were sold to the underwriters at 99.5% and to the public at
100%. The Company received the net proceeds from the sale of the Bonds in
exchange for the Promissory Note. In exchange for the cancellation of the
Promissory Note, the Company issued the 1996 Series B Mortgage Bonds.
11. Application of proceeds of each security: As described in the Original
Form, the net proceeds from the sale of the Bonds received in exchange for the
Promissory Note were used to finance a portion of the Company*s cost of
acquiring, constructing, and installing certain pollution control and/or sewage
or solid waste disposal facilities at the Millstone 3 nuclear electric
generating plant located in Waterford, Connecticut, plus related issuance
expenses. The modifications described herein generated no additional
proceeds.
12. Indicate by a check after the applicable statement below whether the issue,
renewal or guaranty of each security was exempt from the provisions of Section
6(a) because of:
a. the provisions contained in the first sentence of Section 6(b):
b. the provisions contained in the fourth sentence of Section 6(b):
c. the provisions contained in any rule of the Commission other than Rule U-
48: X
13. If the security or securities were exempt from the provisions of Section
6(a) by virtue of the first sentence of Section 6(b), give the figures which
indicate that the security or securities aggregate (together with all other
than outstanding notes and drafts of a maturity of nine months or less,
exclusive of days of grace, as to which such company is primarily or
secondarily liable) not more than 5 per centrum of the principal amount and par
value of the other securities of such company then outstanding. (Demand notes,
regardless of how long they may have been outstanding, shall be considered as
maturing in not more than nine months for purposes of the exemption from
Section 6(a) of the Act granted by the first sentence of Section 6(b).)N/A
14. If the security or securities are exempt from the provision of Section 6(a)
because of the fourth sentence of Section 6(b), name the security outstanding
on January 1, 1935, pursuant to the terms of which the security or securities
herein described have been issued: N/A
15. If the security or securities are exempt from the provisions of Section
6(a) because of any rule of the Commission other than Rule U-48, designate the
rule under which exemption is claimed:Rule 52
THE CONNECTICUT LIGHT AND POWER COMPANY
By_________________________/s/ Rebecca Matthews Parent
Rebecca Matthews Parent
Day, Berry & Howard
CityPlace I
Hartford, CT 06103-3499
Its Attorney
Date: January 31, 1997
