File No. 70-8080
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM U-1
APPLICATION/DECLARATION WITH RESPECT TO
TRUSTEE COMPENSATION PROGRAM
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
NORTHEAST UTILITIES
174 BRUSH HILL AVENUE
WEST SPRINGFIELD, MASSACHUSETTS 01090-0010
NORTHEAST UTILITIES SERVICE COMPANY
SELDOM STREET
BERLIN, CONNECTICUT 06037
(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
communication to
John B. Keane Jeffrey C. Miller
Vice President and Treasurer Assistant General Counsel
Northeast Utilities Northeast Utilities
Service Company Service Company
P.O. Box 270 P.O. Box 270
Hartford, CT 06141-0270 Hartford, CT 06141-0270
I. Description of Proposed Transaction
1. Northeast Utilities ("NU"), a registered holding company, and its
subsidiary service company, Northeast Utilities Service Company ("NUSCO"),
hereby apply under the Public Utility Holding Company Act of 1935 ("Act") for
approval of a modification of the order of the Securities and Exchange
Commission ("Commission") dated June 30, 1993 (Release No. 35-25842) (the
"Order") in this File No. 70-8080.
2. Pursuant to the Order, NU was authorized to acquire up to 15,000
Common Shares of NU, $5.00 par value, ("Common Shares") through open market
purchases to be effected by NUSCO on NU's behalf from time to time prior to
May 1, 2002 for use in compensating non-employee members of the NU Board of
Trustees (the "Board"). The purpose of this amendment is to obtain
Commission authority to issue up to 50,000 Common Shares to non-employee
trustees as compensation through open market purchases to be effected by
NUSCO on NU's behalf from time to time prior to December 31, 2005.
3. This increase is necessary because of changes to the Trustee
compensation program which raised the number of Common Shares used to
compensate non-employee Trustees. These changes are consistent with outside
director compensation programs at other companies in the United States.
4. The Order contemplated the transfer of 100 Common Shares per year
to each non-employee Trustee of NU as a portion of the Trustee's annual
retainer fee, subject to change from time to time by the Board. On December
13, 1994, the Board adopted resolutions whereby each non-employee Trustee may
irrevocably elect each year to receive all or any portion of his or her
annual cash retainer fee in the form of Common Shares. On June 27, 1995 the
Board adopted resolutions whereby the portion of the non-employee Trustee
annual retainer consisting of 100 Common Shares of NU is increased to 250
shares per year. Each Trustee is also permitted to defer the receipt of any
portion of his or her annual cash or share compensation pursuant to the NU
Deferred Compensation Plan for Trustees. Any portion of a Trustee's
compensation payable in Common Shares (and not deferred) is purchased by
NUSCO, on NU's behalf, on the open market in the name of such Trustee on the
date the compensation would otherwise become payable, and such shares are
enrolled in the Northeast Utilities Dividend Reinvestment Plan on behalf of
such Trustee.
5. As a result of theses changes to the Trustee compensation program
set forth above, it is anticipated that the total number of Common Shares
that NUSCO will acquire on behalf of non-employee Trustees prior to May 1,
2002 will exceed the 15,000 Common Shares previously authorized by the
Commission under the Order. In order to provide for the changes to the
compensation program described above and as may be approved by the Board from
time to time, NU and NUSCO seek to raise that authorization to 50,000 Common
Shares.
6. Under Rule 42(b), as revised in 1994, prior Commission approval is
no longer required for NU to acquire its common shares, except in the event a
"going private" transaction under 17 CFR 240.13e - 3(g)(3) is involved. Such
is not the case here. Prior Commission approval is required, however, for NU
to issue and deliver such shares that exceed the 15,000 authorized by the
Order, pursuant to Sections 6(a) and 7 of the Act.
7. Except in accordance with the Act, neither NU nor any subsidiary
thereof (a) has acquired an ownership interest in an exempt wholesale
generator ("EWG") or a foreign utility company ("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 exempt wholesale generator
or a foreign utility company. None of the proceeds from the transactions
proposed herein will be used by NU or NUSCO to acquire any securities of, or
any interest in, an exempt wholesale generator or a foreign utility company.
The NU system is in compliance with Rule 53(a), (b), and (c), as
demonstrated by the following determinations:
(i) NU'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 NU) does not exceed 50% of the NU system's consolidated retained
earnings as reported for the four most recent quarterly periods on NU's Form
10-K and 10-Qs. At March 31, 1995, the ratio of such investment
($14,406,000) to such consolidated retained earnings ($978,001,000) was
.0147%.
(ii) Encoe Partners and Central Termica San Miguel de Tucuman,
S.A. ("C.T.S.M.T.") (NU's only EWGs or FUCOs at this time) maintain books and
records, and prepares financial statements in accordance with Rule 53(a)(2).
Furthermore, NU 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 or C.T.S.M.T.
(iv) NU 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 NU system public
utility companies.
(v) Neither NU nor any NU subsidiary has been subject of a
bankruptcy or similar proceeding unless a plan of reorganization has been
confirmed in such proceeding. In addition, NU'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, NU's operating losses
attributable to its investment in Encoe Partners and C.T.S.M.T. did not
exceed 5 percent of NU's consolidated retained earnings.
Item 2. Fees, Commissions and Expenses
No fees, commissions or expenses have been paid or will be paid or
incurred in connection with the proposed transactions, other than (i) the
Commission's $2,000 filing fee, and (ii) expenses for legal, financial and
other services billed to NU at cost by NUSCO, not to exceed $5,000.
Item 4. Regulatory Approval
No federal or state regulatory authority, other than the Commission
under the Act, has jurisdiction over the proposed transactions.
Item 5. Procedure
It is respectfully requested that the Commission enter not later than
September 30, 1995 an appropriate order granting and permitting this Post-
Effective Amendment to become effective.
No recommended decision by a hearing officer or other responsible
officer of the Commission is necessary or required in this matter. The
Office of Public Utility Regulation within the Division of Investment
Management of the Commission may assist in the preparation of the
Commission's decision in this matter. There should be no 30 day waiting
period between the issuance and the effective date of any order issued by the
Commission in this matter, and it is respectively requested that any such
order be made effective immediately upon the entry thereof.
Item 6. Exhibits and Financial Statements
(a) Exhibits
Exhibit A - Declaration of Trust of Northeast Utilities, as
amended (Incorporated by Reference to Exhibit 3.1.1
to Annual Report on Form 10-K of Northeast Utilities
for Year Ended December 31, 1988, File No. 1-5324).
Exhibit B - Opinion of Counsel
Exhibit C - Proposed Form of Notice under the Act.
(b) Financial Statements. Financial statements have not been included
because this transaction is not expected to have pro forma effects on the
consolidated financial statements of either NU or the NU system.
Item 7. Information as to Environmental Effects
This Post-Effective Amendment relates to revising a stock compensation
program for non-employee Trustees and as such, it is believed that the
granting and permitting to become effective of this Post-Effective Amendment
will not constitute a major federal action significantly affecting the
quality of the human environment. No other federal agency has prepared or is
preparing an environmental impact statement with respect to the proposed
transaction.
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned company has duly caused this statement to be signed
on its behalf by the undersigned thereunto duly authorized.
NORTHEAST UTILITIES
NORTHEAST UTILITIES SERVICE COMPANY
By: /s/Richard M. Early
Their Attorney
Dated: July 12, 1995
Exhibit B
File No. 70-8080
July 11, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: File No. 70-8080
Post-Effective Amendment No. 1 to Application/Declaration by
Northeast Utilities and Northeast Utilities Service Company
with Respect to Non-Employee Trustee Compensation Program
Ladies and Gentlemen:
I am a Senior Counsel of Northeast Utilities Service Company ("NUSCO"),
a service company subsidiary of Northeast Utilities ("NU"), and I am
furnishing this opinion in connection with Post-Effective Amendment No. 1 to
the Application/Declaration on Form U-1 ("Declaration") of NU and NUSCO
(collectively, the "Companies"), to the Securities and Exchange Commission in
File No. 70-8080. Capitalized terms used herein and not otherwise defined
are used as defined in the Declaration.
In connection with this opinion, I have examined the Declaration and the
exhibits thereto, and I have examined or caused to be examined such other
papers, documents, and records and have made such examination of law and have
satisfied myself as to such other matters as I have deemed relevant or
necessary for the purpose of this opinion. I have assumed the authenticity
of all documents submitted to me as originals, the genuineness of all
signatures, the legal capacity of natural persons, and the conformity to
originals of all documents submitted to me as copies.
Based upon the foregoing, and in the event the proposed transactions
contemplated by the Declaration are carried out in accordance therewith, I am
of the opinion that
(a) All state laws applicable to the proposed transactions will have
been complied with;
(b) NU is validly organized and duly existing as a voluntary
association organized under the laws of the Commonwealth of Massachusetts
pursuant to Declaration of Trust dated as of January 15, 1927, as amended,
and the Common Shares to be used as compensation for non-employee Trustees of
NU will be validly issued, fully paid and non-assessable, and the holders
thereof will be entitled to the rights and privileges appertaining thereto
set forth in the Declaration of Trust;
(c) NUSCO, acting on behalf of NU, will legally acquire the Common
Shares in the open market as described in the Declaration; and
(d) The consummation of the proposed transactions will not violate the
rights of the holders of any securities issued by the Companies or any
associate thereof.
I hereby consent to the use of this opinion in connection with the
filing of the Declaration.
Very truly yours,
/s/Richard M. Early
Senior Counsel
Northeast Utilities Service Company
Exhibit C
File No. 70-8080
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35 - )
Filings Under the Public Utility Holding Company Act of 1935 ("Act")
, 1995
Northeast Utilities ("NU"), West Springfield, Massachusetts, a
registered holding company, and NU's service company, Northeast Utilities
Service Company ("NUSCO"), Berlin, Connecticut, have filed a post-effective
amendment to their Application/Declaration (File No. 70-8080) under Sections
6(a) and 7 of the Act and Rule 42 thereunder.
In its application/declaration as amended NU seeks Commission authority
to increase the total number of NU common shares that may be issued for non-
employee trustee compensation by NUSCO on NU's behalf from time to time prior
to May 1, 2005 from 15,000 to 50,000 common shares.
For the Commission, by the Division of Investment Management, pursuant
to delegated authority.
Jonathan G. Katz
Secretary
