File No. 70-7701
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1
(Amendment No. 3) to
FORM U-1
APPLICATION/DECLARATION WITH RESPECT TO
ISSUANCE AND SALE OF COMMON SHARES UNDER
THE DIVIDEND REINVESTMENT PLAN
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
(the "Act")
NORTHEAST UTILITIES
174 Brush Hill Avenue
West Springfield, Massachusetts 01089
(Name of company filing this statement and address of principal
executive office)
NORTHEAST UTILITIES
(Name of registered holding company parent of declarant)
Robert P. Wax
Vice President, Secretary and General Counsel
Northeast Utilities Service Company
P. O. Box 270
Hartford, Connecticut 06141-0270
(Name and address of agent for service)
The Commission is requested to mail signed copies of all orders, notices
and communications to:
Jane P. Seidl, Esq. Robert C. Aronson
Senior Counsel Assistant Treasurer
Northeast Utilities Service Northeast Utilities Service
Company Company
P. O. Box 270 P. O. Box 270
Hartford, Connecticut 06141-0270 Hartford, Connecticut 06141-0270
The application/declaration in this proceeding, as previously amended,
is hereby further amended as follows:
1. The purpose of this amendment is to revise the provisions of the
Dividend Reinvestment Plan (the "New Plan") of Northeast Utilities
("Northeast") to provide for payment of brokerage reimbursement and
administration fees when common shares of Northeast are purchased or sold in
the open market pursuant to the New Plan. Under the Commission order
authorizing the issuance and sale of common shares under the New Plan (HCA
Rel. 35-25093; File No. 70-7701), brokerage fees and commissions are payable
by a participant only when such participant requests the administrator to
sell any of such shares. In such instance, all administrative costs are borne
by NUSCO, as administrator of the New Plan (the "Administrator"). Northeast
proposes to amend the New Plan to provide that, in the case of open market
purchases and sales of common shares, (i) a brokerage reimbursement fee will
be paid to the Administrator to reimburse the Administrator for brokerage
fees and commissions charged to the Administrator by the independent agent
engaged by Northeast on behalf of the DRP to make open market purchases and
sales (the "Agent"), and (ii) an administrative fee will be paid to the
Administrator to partially or fully offset the Administrator's costs of
administering the New Plan. These new fees will be effective for dividends
payable on and after September 30, 1994 and for optional cash payments
received on and after September 1, 1994 and will initially consist of a
brokerage reimbursement fee of $0.03 per share and an administrative fee of
$0.02 per share. If Northeast intends to change the administrative or
brokerage reimbursement fees (brokerage reimbursement fees will be changed
only upon the change of such charges by the Agent), prior notice of such
change will be sent to all participants. Northeast requests the authority,
without further order of the Commission, to change such fees from time to
time so the Administrator may recover an amount, not exceeding its costs,
from the participants in the Plan for such transactions.
Based on prior purchase history, Northeast estimates that participants
will pay approximately $77,000 per annum to the Administrator for brokerage
reimbursement fees and $51,000 per annum to the Administrator for
administrative fees under the initial fee structure.
Northeast is also filing this amendment to implement two
administrative changes to the New Plan which it believes will benefit
participants. The first of the proposed administrative changes is that
common shares purchased on behalf of participants directly from Northeast
(whether through reinvestment of dividends or cash payments) will be
purchased at the fair market value of such shares on the dividend payment
date (or, in months during which no dividends are paid, on the last trading
day of such month). "Fair market value" will be defined for these purposes
as the average of the high and low prices for such shares on the dividend
payment date, as reported by the Wall Street Journal as Composite
Transactions for such date. If the dividend payment date is not a trading
day, the purchase price will be equal to the average of the fair market
values on the trading days immediately preceding and following the dividend
payment date. The price of shares purchased directly from Northeast under
the New Plan is currently the average of the closing sales prices during the
five trading days prior to the Original Issue Investment Date. Secondly,
Northeast is requesting authorization to permit participants to reinvest in
the New Plan dividends on any number of shares owned by a participant,
instead of requiring that such reinvestment be at least 50%, or any higher
even multiple of 10%, of dividends.
2. Accordingly, it is proposed that the third paragraph of Section 3
be deleted and the following two paragraphs be substituted therefor:
"Although all costs involved with the purchase of shares directly
from Northeast will be borne by Northeast, participants will be charged a fee
for purchases of Shares in the open market. In connection with open market
purchases, participants will be charged (i) a brokerage reimbursement fee,
initially $0.03 per share, to be paid to the Administrator to reimburse the
Administrator for brokerage fees and commissions charged to the Administrator
by the Agent and (ii) an administrative fee, initially $0.02 per share, to be
paid to the Administrator to offset the Administrator's costs of
administering the plan, including labor costs and incidental expenses such as
postage and printing costs. If Northeast intends to change the brokerage
reimbursement or administrative fees, prior notice of such change will be
sent to all participants.
If a participant requests the Administrator to sell any of his Shares,
brokerage reimbursement fees (initially $0.03 per share), administrative
charges (initially $0.02 per share) and any transfer taxes or other fees or
charges will be paid by the participant."
Northeast requests the authority, without further order of the
Commission, to change such fees from time to time so the Administrator may
recover an amount, not exceeding its costs, from the participants in the Plan
for such transactions.
3. The second sentence of the fifth paragraph of Section 3 is
deleted and the following sentence is substituted therefor:
"The New Plan permits participants to reinvest dividends on all, or
any number, of their shares."
4. The first paragraph of Section 4 is deleted and the following
paragraph is substituted therefor:
"The Company will decide monthly whether reinvested dividends and
optional cash payments shall be used to purchase shares on behalf of the
participants on the open market or directly from the Company. The New Plan
will provide that the price for the Shares purchased directly from the
Company shall be the fair market value of the Company's common shares on the
dividend payment date (or, in months during which no dividends are paid, on
the last trading day of such month). If the dividend payment date is not a
trading day, the purchase price will be equal to the average of the fair
market values on the trading days immediately preceding and following the
dividend payment date. "Fair market value" is defined for these purposes as
the average of the high and low prices for such shares as reported by The
Wall Street Journal as Composite Transactions for such date."
5. The following three sentences are added to the end of the last
paragraph in Section 4:
"The price for shares purchased in the open market will be adjusted
to reflect a brokerage reimbursement fee, initially $0.03 per share, which
will be paid to Administrator to reimburse the Administrator for brokerage
fees and commissions charged to the Administrator by the Agent, and an
administrative fee, initially $0.02 per share, which will be paid to the
Administrator to offset the Administrator's administrative costs of the New
Plan. If Northeast intends to change the brokerage reimbursement fees or
administrative fees, prior notice of such increase will be sent to all
participants. Charges in respect of brokerage reimbursement fees will be
changed only upon the change of such charges incurred by the Administrator
and administrative fees will not exceed the actual costs and expenses
incurred by the Administrator."
6. The estimated fees and expenses paid or incurred, directly or
indirectly, in connection with the proposed transactions are as follows:
Form U-1 Amendment Filing Fee . . . . . . . . $ 2,000
Northeast Utilities Service Company . . . . . $ 2,000
Legal Fees . . . . . . . . . . . . . . . . . $12,000
Printing Expense . . . . . . . . . . . . . . $18,000
Postage . . . . . . . . . . . . . . . . . . . $ 8,000
Miscellaneous . . . . . . . . . . . . . . . . $ 3,000
Total $45,000
7. The following paragraph is substituted in lieu of Sections 13
and 14:
"Northeast respectfully requests, pursuant to Rule 23(c) of
the Commission's Rules and Regulations under the Act, that the
Commission permit this post-effective amendment to become
effective on or before June 17, 1994 or as soon thereafter as
practicable. Northeast hereby waives any recommended decision by
a hearing officer or by any other responsible officer of the
Commission and waives the 30-day waiting period between the
issuance of the Commission's Order and the date on which it is to
become effective, since it is desired that the Commission's
Order, when issued, become effective forthwith. Northeast
consents that the Office of Public Utility Regulation within the
Division of Investment Management may assist in the preparation
of the Commission's decision and/or Order unless the Office
opposes the transactions covered by this post-effective
amendment."
8. The following paragraph is added as a new Section 16:
"Other than the interest recently acquired in the Encoe Partners
partnership, which has been qualified as a foreign utility company ("FUCO"),
neither NU nor any subsidiary thereof (1) has acquired an ownership interest
in an exempt wholesale generator ("EWG") or a FUCO as defined in Sections 32
and 33 of the Act; (2) will use the proceeds of the proposed transactions to
invest in an EWG or FUCO; or (3) now is or, as a consequence of the
transactions proposed herein, will become a party to or has or, as a
consequence of the transactions proposed herein, will have any right under a
service, sales or construction agreement with an EWG or a FUCO, except in
accordance with the provisions of the Act."
9. The following exhibits are filed herewith:
B.1.A Amendment No. 1 to The Northeast Utilities Dividend
Reinvestment Plan (to be filed by amendment)
C Post-Effective Registration Statement on Form S-3,
exclusive of exhibits and consents, being filed
pursuant to the Securities Act of 1933 with respect to
the Northeast Utilities Dividend Reinvestment Plan, as
amended (to be filed by amendment)
F.1 Opinion of Counsel (to be filed by amendment)
G.1 Form of Proposed Notice under the Public Utility
Holding Company Act of 1935
10. No financial statements are filed herewith, as the proposed
transactions are not considered material to the financial positions of NU and
the NU system operating companies.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned has duly caused this amendment to be signed on its
behalf by the undersigned thereunto duly authorized.
Dated: April 27, 1994
NORTHEAST UTILITIES
By /s/ Robert C. Aronson
Robert C. Aronson
Its Assistant Treasurer
EXHIBIT G.1
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- )
Filings Under the Public Utility Holding Company Act of 1935 ("Act")
__________________, 1994
Northeast Utilities (70-7701)
Northeast Utilities ("Northeast"), 174 Brush Hill Avenue, West
Springfield, Massachusetts 01089, a registered holding company, has filed a
post-effective amendment to its Application/Declaration (File No. 70-7701)
pursuant to Sections 6(a) and 7 of the Act.
By order dated May 23, 1990 (HCAR No. 35-25093) ("Order"), Northeast was
authorized to create a new dividend reinvestment plan ("DRP") which may
purchase Northeast's common shares, $5.00 par value per share ("Common
Shares"), on behalf of Northeast's common shareholders who participate in the
DRP either directly from Northeast or in the open market. Pursuant to the
Order, Northeast was granted authority to issue and sell to the DRP through
December 31, 1995 up to 10 million of its Common Shares. The Order also
granted Northeast an exception from the competitive bidding requirements of
Rule 50 for its issuance and sale of the Common Shares.
Northeast Utilities Service Company, a service company subsidiary of
Northeast ("Administrator"), currently administers the DRP and does not
receive any reimbursement for costs incurred in connection with its
administrative activities. The agent for the DRP, which makes purchases and
sales of shares in the open market for participants ("Agent"), currently
receives brokerage reimbursement fees of $0.03 per share from participants
only upon the sale of such participants' shares.
Northeast proposes to amend the DRP to provide that, in the case of open
market purchases and sales of common shares, (i) a brokerage reimbursement
fee, initially $0.03 per share, will be paid to the Administrator to
reimburse the Administrator for brokerage fees and commissions charged to the
Administrator by the Agent, and (ii) an administrative fee, initially $0.02
per share, will be paid to the Administrator to offset the Administrator's
costs of administering the DRP. If Northeast intends to further change the
brokerage reimbursement or administration fees, prior notice of such change
will be sent to all participants. These charges will be effective for
dividends payable on and after September 30, 1994 and for optional cash
payments received on and after September 1, 1994.
Northeast also proposes to amend the DRP to implement several
administrative changes.
For the Commission, by the Division of Investment Management, pursuant
to delegated authority.
JPS1/FormU-1.wp
