Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
Northeast Utilities
(Exact name of registrant as specified in its charter)
Massachusetts 04-2147929
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
174 Brush Hill Avenue
West Springfield, Massachusetts 01089
(Address of Principal Executive Offices) (Zip Code)
Northeast Utilities Service Company
Supplemental Retirement and Savings Plan
(Full Title of the Plan)
ROBERT E. BUSCH
Executive Vice President and Chief Financial Officer
NORTHEAST UTILITIES
Selden Street
Berlin, Connecticut 06037
203-665-5000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Calculation of Registration Fee
Proposed Proposed
Title of Amount maximum maximum Amount
securities to be offering aggregate of
registered registered price per offering registration
(1) unit (2) price fee (3)
Common 5,000,000 $23.8125 $119,062,500.00 $41,056.03 Shares, par
value $5.00
1. In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be sold or offered pursuant to the employee benefit plan(s)
described herein.
2. Represents the fair market value of the common shares on September 21,
1995, based on the average of the high and low sale price reported by
the Wall Street Journal as Composite Transactions for such date.
3. 1/29 of 1% of the maximum aggregate offering price.
INFORMATION REQUIRED PURSUANT
TO GENERAL INSTRUCTION E TO FORM S-8
Generation Instruction E Information
This Registration Statement is being filed for the purpose of increasing
the number of securities of the same class as other securities for which a
Registration Statement of Northeast Utilities (the Registrant) on Form S-8
relating to the same employee benefit plan is effective.
The contents of the following Registration Statement on Form S-8 of the
Registrant filed with the Securities and Exchange Commission is hereby
incorporated by reference: File No. 33-44814, as amended.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this
registration statement:
(a)(1) Annual Report on Form 10-K of Northeast Utilities for the
year ended December 31, 1994 (File No. 1-5324)
(a)(2) Annual Report on Form 11-K of the Northeast Utilities
Service Company Supplemental Retirement and Savings Plan
for the year ended December 31, 1994 (File No. 2-93530)
(b)(1) Quarterly Reports on Form 10-Q of Northeast Utilities, as
amended, for the quarters ended March 31, 1995 and June
30, 1995 (File No. 1-5324)
(c) Description of Common Shares, $5.00 par value, of
Northeast Utilities contained in Amendment No. 1 (Post-
Effective Amendment No. 1) to Registration Statement on
Form S-3 (File No. 33-34622)
and all documents subsequently filed by Northeast Utilities and Northeast
Utilities Service Company Supplemental Retirement and Savings Plan (the Plan)
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part hereof from the date
of filing of such documents.
Item 8. Exhibits.
The following Exhibits are filed as a part of this Registration
Statement:
Exhibit No. Description
5 Not required - the Registrant has, in accordance with the
provisions of Form S-8, submitted the Northeast Utilities
Service Company Supplemental Retirement and Savings Plan, as
amended and restated as of November 21, 1991 and March 9, 1992
and undertakes to submit any amendment thereto to the Internal
Revenue Service ("IRS") in a timely manner and will make all
changes required by the IRS in order to qualify the plan.
24.1 Consent of Arthur Andersen LLP, Independent Public Accountants
SIGNATURES
(The Registrant) 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-8 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 27th day of September, 1995.
NORTHEAST UTILITIES
By /s/Robert E. Busch
Executive Vice President
and Chief Financial Officer
II-2
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. Each person whose signature appears
below hereby constitutes and appoints Robert E. Busch, Robert P. Wax, Jeffrey
C. Miller and Cheryl W. Grise, and each of them singly, his or her true and
lawful attorneys, with full power to each such attorney to sign for such
person in his or her name, in the capacities indicated below, any and all
amendments to this registration statement, hereby ratifying and confirming
his or her signature as it may be signed by said attorneys to any and all
amendments to said registration statement.
Signature Title Date
/s/Bernard M. Fox, Trustee, Chairman of September 26, 1995
Principal Executive the Board, President
Officer and Chief Executive Officer
/s/Robert E. Busch, Executive Vice September 26, 1995
Principal Financial President and Chief
Officer Financial Officer
/s/John W. Noyes, Vice President and September 26, 1995
Principal Accounting Controller
Officer
/s/Alfred F. Trustee September 26, 1995
Boschulte
/s/Cotton Mather
Cleveland Trustee September 26, 1995
/s/George David Trustee September 26, 1995
/s/Gaynor N. Kelley Trustee September 26, 1995
/s/Elizabeth T. Trustee September 26, 1995
Kennan
/s/Denham C. Trustee September 26, 1995
Lunt, Jr.
/s/William J. Trustee September 26, 1995
Pape II
/s/Robert E. Trustee September 26, 1995
Patricelli
/s/Norman C. Trustee September 26, 1995
Rasmussen
_________________
John F. Swope Trustee September __, 1995
/s/John F. Turner Trustee September 26, 1995
II-3
(The Plan) Pursuant to the requirements of the Securities Act of 1933, as
amended, the trustees (or other persons who administer the employee benefit
plan) have 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 26th day of September, 1995.
NORTHEAST UTILITIES SERVICE COMPANY
SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN
By /s/Cheryl W. Grise
Plan Administrator
II-4
Exhibit 24.1
ARTHUR ANDERSEN LLP
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 17,
1995 incorporated by reference and included in the Northeast Utilities Form
10-K for the year ended December 31, 1994 and dated May 26, 1995 included in
the Northeast Utilities Service Company Supplemental Retirement and Savings
Plan Form 11-K for the year ended December 31, 1994 and to all references to
our Firm included in this registration statement.
/s/Arthur Andersen LLP
Hartford, Connecticut
September 25, 1995
