June 11, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20459-1004
Gentlemen:
Pursuant to the requirements of the Securities and Exchange Act of 1934 under
Section 13 or 15(d) submitted herewith is the combined Annual Report on Form
10-K/A (Amendment 1) for the year ended December 31, 1996 for the companies
noted below.
Northeast Utilities
The Connecticut Light and Power Company
Public Service Company of New Hampshire
Western Massachusetts Electric Company
Very truly yours,
/s/ Wayne S. Chapman
Wayne S. Chapman
FORM 10-K/A
(AMENDMENT NO. 1)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission Registrant; State of Incorporation; I.R.S Employer
File Number Address; and Telephone Number Identification No.
1-5324 NORTHEAST UTILITIES 04-2147929
(a Massachusetts voluntary association)
174 BRUSH HILL AVENUE
WEST SPRINGFIELD, MASSACHUSETTS 01090-2010
Telephone: (413) 785-5871
0-11419 THE CONNECTICUT LIGHT AND POWER COMPANY 06-0303850
(a Connecticut corporation)
107 SELDEN STREET
BERLIN, CONNECTICUT 06037-1616
Telephone: (860) 665-5000
1-6392 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE 02-0181050
(a New Hampshire corporation)
1000 ELM STREET
MANCHESTER, NEW HAMPSHIRE 03105-0330
Telephone: (603) 669-4000
0-7624 WESTERN MASSACHUSETTS ELECTRIC COMPANY 04-1961130
(a Massachusetts corporation)
174 BRUSH HILL AVENUE
WEST SPRINGFIELD, MASSACHUSETTS 01090-2010
Telephone: (413) 785-5871
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Registrant Title of Each Class on Which Registered
NORTHEAST UTILITIES Common Shares, $5.00 New York Stock Exchange, Inc.
par value
THE CONNECTICUT LIGHT 9.3% Cumulative New York Stock Exchange, Inc.
AND POWER COMPANY Monthly Income
Preferred Securities
Series A (1)
(1) Issued by CL&P Capital, L.P., a wholly owned subsidiary of The Connecticut
Light and Power Company ("CL&P"), and guaranteed by CL&P.
Securities registered pursuant to Section 12(g) of the Act:
Registrant Title of Each Class
THE CONNECTICUT LIGHT Preferred Stock, par value $50.00 per share,
AND POWER COMPANY issuable in series, of which the following
series are outstanding:
$1.90 Series of 1947 4.96% Series of 1958
$2.00 Series of 1947 4.50% Series of 1963
$2.04 Series of 1949 5.28% Series of 1967
$2.20 Series of 1949 6.56% Series of 1968
3.90% Series of 1949 $3.24 Series G of 1968
$2.06 Series E of 1954 7.23% Series of 1992
$2.09 Series F of 1955 5.30% Series of 1993
4.50% Series of 1956
PUBLIC SERVICE Preferred Stock, par value $25.00 per share,
COMPANY OF issuable in series, of which the following series
NEW HAMPSHIRE are outstanding:
10.60% Series A of 1991
WESTERN MASSACHUSETTS Preferred Stock, par value $100.00 per share,
ELECTRIC COMPANY issuable in series, of which the following series
is outstanding:
7.72% Series B of 1971
Class A Preferred Stock, par value $25.00 per share,
issuable in series, of which the following series
are outstanding:
7.60% Series of 1987
Indicate by check mark whether the registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days.
YES X NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of NORTHEAST UTILITIES' Common Share, $5.00 Par
Value, held by nonaffiliates, was $2,181,626,490 based on a closing sales price
of $15.94 per share for the 136,886,368 common shares outstanding on May 29,
1998. NORTHEAST UTILITIES holds all of the 12,222,930 shares, 1,000 shares and
1,072,471 shares of the outstanding common stock of THE CONNECTICUT LIGHT AND
POWER COMPANY, PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND WESTERN MASSACHUSETTS
ELECTRIC COMPANY.
Documents Incorporated by Reference:
Part of Form 10-K
into Which Document
Description is Incorporated
Portions of Amended Annual Reports to
Shareholders of the following companies
for the year ended December 31, 1997:
Northeast Utilities Part II
The Connecticut Light and Power Company Part II
Public Service Company of New Hampshire Part II
Western Massachusetts Electric Company Part II
NORTHEAST UTILITIES
THE CONNECTICUT LIGHT AND POWER COMPANY
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
WESTERN MASSACHUSETTS ELECTRIC COMPANY
1996 Form 10-K/A Annual Report
Table of Contents
PART II
Page
Item 6. Selected Financial Data.............................. 1
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................. 1
Item 8. Financial Statements and Supplementary Data.......... 1
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K.................................. 1
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Item 8. Financial Statements and Supplementary Data
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
Securities And Exchange Commission (SEC) Inquiry And Amendment of the Form 10-Ks
of NU, CL&P, PSNH and WMECO.
In a letter dated March 25, 1998, the SEC inquired into the NU system's
accounting for nuclear compliance costs. These costs are the unavoidable
incremental costs associated with the current nuclear outages required to be
incurred prior to restart of the units in accordance with correspondence
received from the Nuclear Regulatory Commission early in 1996. The SEC's view
is that these unavoidable costs associated with nuclear outages and procedures
to be implemented at nuclear power plants in response to regulatory requirements
required prior to restart of the units should be expensed as incurred. During
1996 and 1997, NU, CL&P, PSNH and WMECO reserved for these unavoidable
incremental costs that they expected to incur to meet NRC standards. The SEC
advised NU, CL&P, PSNH and WMECO to reflect these costs as they are incurred.
While NU and its independent auditors, Arthur Andersen LLP, believed the
accounting was required by, and was in accordance with, generally accepted
accounting principles, the company has agreed to adjust its accounting for
nuclear compliance costs and amend its 1996 and 1997 Form 10-K filings. This
amendment on Form 10-K/A incorporates by reference Items 6, 7, 8 and 14 of the
1997 Form 10-K/As of NU, CL&P, PSNH and WMECO which reflect the change in
accounting.
NORTHEAST UTILITIES
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
NORTHEAST UTILITIES
(Registrant)
Date: June 10, 1998 By: /s/ Michael G. Morris
Michael G. Morris
Chairman of the Board
and President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Date Title Signature
June 10, 1998 Chairman of the Board, /s/ Michael G. Morris
President and Michael G. Morris
Chief Executive Officer
and a Trustee
June 10, 1998 Executive Vice /s/ John H. Forsgren
President and Chief John H. Forsgren
Financial Officer
June 10, 1998 Vice President and /s/ John J. Roman
Controller John J. Roman
NORTHEAST UTILITIES
SIGNATURES (CONT'D)
Date Title Signature
June 10, 1998 Trustee /s/ Cotton M. Cleveland
Cotton M. Cleveland
June 10, 1998 Trustee /s/ William F. Conway
William F. Conway
June 10, 1998 Trustee /s/ E. Gail de Planque
E. Gail de Planque
June 10, 1998 Trustee /s/ Elizabeth T. Kennan
Elizabeth T. Kennan
June 10, 1998 Trustee /s/ William J. Pape II
William J. Pape II
June 10, 1998 Trustee /s/ Robert E. Patricelli
Robert E. Patricelli
June 10, 1998 Trustee /s/ John F. Swope
John F. Swope
June 10, 1998 Trustee /s/ John F. Turner
John F. Turner
THE CONNECTICUT LIGHT AND POWER COMPANY
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
THE CONNECTICUT LIGHT AND POWER COMPANY
(Registrant)
Date: June 10, 1998 By /s/ Michael G. Morris
Michael G. Morris
Chairman
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Date Title Signature
June 10, 1998 Chairman and /s/ Michael G. Morris
a Director Michael G. Morris
June 10, 1998 President and /s/ Hugh C. MacKenzie
a Director Hugh C. MacKenzie
June 10, 1998 Executive Vice /s/ John H. Forsgren
President and John H. Forsgren
Chief Financial
Officer and a
Director
June 10, 1998 Vice President /s/ John J. Roman
and Controller John J. Roman
June 10, 1998 Director /s/ Bruce D. Kenyon
Bruce D. Kenyon
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
(Registrant)
Date: June 10, 1998 By /s/ Michael G. Morris
Michael G. Morris
Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Date Title Signature
June 10, 1998 Chairman and Chief /s/ Michael G. Morris
Executive Officer Michael G. Morris
and a Director
June 10, 1998 President and /s/ William T. Frain, Jr.
Chief Operating William T. Frain, Jr.
Officer and
a Director
June 10, 1998 Executive Vice /s/ John H. Forsgren
President and John H. Forsgren
Chief Financial
Officer and a
Director
June 10, 1998 Vice President /s/ John J. Roman
and Controller John J. Roman
June 10, 1998 Director /s/ John C. Collins
John C. Collins
June 10, 1998 Director /s/ Bruce D. Kenyon
Bruce D. Kenyon
June 10, 1998 Director /s/ Gerald Letendre
Gerald Letendre
June 10, 1998 Director /s/ Hugh C. MacKenzie
Hugh C. MacKenzie
June 10, 1998 Director /s/ Jane E. Newman
Jane E. Newman
WESTERN MASSACHUSETTS ELECTRIC COMPANY
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
WESTERN MASSACHUSETTS ELECTRIC COMPANY
(Registrant)
Date: June 10, 1998 By: /s/ Michael G. Morris
Michael G. Morris
Chairman
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Date Title Signature
June 10, 1998 Chairman and /s/ Michael G. Morris
a Director Michael G. Morris
June 10, 1998 President and /s/ Hugh C. MacKenzie
a Director Hugh C. MacKenzie
June 10, 1998 Executive Vice /s/ John H. Forsgren
President and John H. Forsgren
Chief Financial
Officer and a
Director
June 10, 1998 Vice President /s/ John J. Roman
and Controller John J. Roman
June 10, 1998 Director /s/ Bruce D. Kenyon
Bruce D. Kenyon
