March 13, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: Post-Effective Amendment No. 4 to Application/Declaration by Northeast
Utilities With Respect to Issuance and Sale of Common Shares under the
Dividend Reinvestment Plan
File No. 70-7701
Ladies and Gentlemen:
Enclosed for filing via EDGAR is Post Effective Amendment No. 4
(Amendment No. 6) to the Application/ Declaration on Form U-1 by Northeast
Utilities ("Northeast"), a registered holding company, with respect to the
issuance and sale of common shares under Northeast Utilities' Dividend
Reinvestment Plan (the "Plan").
The purpose of this amendment is to seek authority to issue and sell the
common shares remaining unsold under the Plan, plus an additional 20 million
shares, through December 31, 2005. An order issued by the Commission on or
before May 5, 1995 is respectfully requested.
Funds in the amount of $2,000 to cover the filing fee have been wired to
the Mellon Bank lockbox.
Very truly yours,
/s/ Jane P. Seidl
Jane P. Seidl
Enclosures
File No. 70-7701
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 4
(AMENDMENT No. 6) 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 Hartford, Connecticut
06141-0270 06141-0270
The application/declaration in this proceeding, as previously amended
("Application/Declaration"), is hereby further amended as follows:
1. By orders dated May 23, 1990 (HCAR No. 35-25093) and July 29, 1994 (HCAR
No. 35-26092), the Commission authorized Northeast to issue and sell and/or
acquire and sell, through December 31, 1995, up to 10 million of its common
shares under Northeast's Dividend Reinvestment Plan ("DRP"), under an
exception from competitive bidding. Common shares to be issued and sold by
Northeast under the DRP would be authorized or unissued shares and/or shares
acquired on the open market by an agent acting on behalf of Northeast
("Agent"). As of March 1, 1995, Northeast has issued and sold 4,470,352
authorized common shares and 4,877,247 shares have been purchased on the open
market by the Agent and distributed to DRP participants pursuant to terms of
the DRP.
Northeast now seeks Commission authorization to issue and sell (or, in
the case of shares purchased on the open market, to acquire on behalf of DRP
participants and sell) from time to time through December 31, 2005 the
652,401 common shares remaining of the 10 million common shares previously
authorized ("Authorized Shares") and up to an additional 20 million common
shares ("Additional Shares") under the DRP. In all respects, the terms and
conditions associated with the issuance, sale and acquisition of the
Authorized Shares and Additional Shares will remain as previously authorized.
2. Accordingly, it is proposed that the last sentence of Section 2 of the
Application/Declaration be deleted and the following sentence be substituted
therefore:
"The Company proposes that under the New Plan up to a total of 30
million common shares (the Shares) may be purchased on behalf of the
participants, either on the open market or directly from the Company, at
the Company's discretion, from time to time through December 31, 2005."
II
FEES, COMMISSION AND EXPENSES
3. The estimated fees and expenses paid or incurred, directly or
indirectly, in connection with the transactions proposed in this Post-
Effective Amendment No. 4 are as follows:
SEC Filing Fee (1935 Act)................... $ 2,000
Northeast Utilities Service Company......... 5,000
Miscellaneous .............................. 5,000
Total $12,000
III
PROCEDURE
4. The following paragraph is substituted in lieu of Sections 13 and 14 of
the Application/Declaration:
"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
May 5, 1995 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."
5. The following paragraph is substituted in lieu of Section 16:
"Except in accordance with the Act, neither Northeast nor any
subsidiary thereof (a) has acquired an ownership interest in an EWG
or FUCO as defined in Sections 32 and 33 of the Act, or (b) now is
or as a consequence of the transactions proposed herein will become
a party to, or has or will as a consequence of the transactions
proposed herein have a right under, a service, sales, or
construction contract with an EWG or a FUCO. None of the proceeds
from the transactions proposed herein will be used by the
Applicants to acquire any securities of, or any interest in, an EWG
or a FUCO."
6. The NU System is in compliance with Rule 53(a), (b), and (c), as
demonstrated by the following determinations:
(i) Northeast's aggregate investment in EWGs and FUCOs (i.e., amounts
invested in or committed to be invested in EWGs and FUCOs, for which
there is recourse to Northeast) does not exceed 50% of the NU System's
consolidated retained earnings as reported for the four most recent
quarterly periods on Northeast's Form 10-K and 10-Qs. At
September 30, 1994, the ratio of such investment ($5,647,000) to such
consolidated retained earnings ($937,198,000) was 0.6%.
(ii) Encoe Partners (Northeast's only EWG or FUCO at this time) maintains
books and records, and prepares financial statements, in accordance
with Rule 53 (a) (2). Furthermore, Northeast has undertaken to
provide the Commission access to such books and records and financial
statements, as it may request.
(iii) No employees of the NU System's public utility companies have rendered
services to Encoe Partners.
(iv) Northeast has submitted (a) a copy of each Form U-1 and Rule 24
certificates that have been filed with the Commission under Rule 53
and (b) a copy of Item 9 of Form U5S and Exhibits G and H thereof to
each state regulator having jurisdiction over the retail rates of the
Operating Companies.
(v) Neither Northeast nor any Northeast subsidiary has been the subject of
a bankruptcy or similar proceeding unless a plan of reorganization has
been confirmed in such proceeding. In addition, Northeast's average
consolidated retained earnings for the four most recent quarterly
periods has not decreased by 10% or more from the average for the
previous four quarterly periods.
(vi) In the previous fiscal year, Northeast did not report operating losses
attributable to its investment in Encoe Partners, unless such losses
did not exceed 5 percent of Northeast's consolidated retained
earnings.
7. The following exhibits are filed herewith:
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
8. 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: March 13, 1995
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")
_____________________, 1995
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 orders dated May 23, 1990 (HCAR No. 35-25093) and
July 29, 1994 (HCAR No. 35-26092), the Commission authorized, among other
things, Northeast to issue and sell, and/or purchase in the open market and
sell, from time to time through December 31, 1995 up to 10 million common
shares under Northeast's Dividend Reinvestment Plan ("DRP"). As of March 1,
1995, Northeast has issued and sold 4,470,352 authorized common shares and
4,877,247 shares have been purchased in the open market by an agent acting on
behalf of Northeast and distributed to DRP participants pursuant to the DRP.
Northeast now proposes to issue and sell (or, in the case of shares
purchased in the open market, to acquire on behalf of DRP participants and
sell) through December 31, 2005, the remaining 652,401 common shares under
the DRP. In addition, Northeast proposes to issue and sell (or, in the case
of shares purchased in the open market, to acquire on behalf of DRP
participants and sell) up to an additional 20 million common shares under the
DRP. In all respects, the terms and conditions associated with the issuance,
sale and acquisition of the shares to be issued under the DRP will remain as
previously authorized.
For the Commission, by the Division of Investment Management, pursuant
to delegated authority.
