FILE NO. 70-9463
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
to
FORM U-1
APPLICATION/DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Northeast Utilities Northeast Utilities Service Company
174 Brush Hill Avenue 107 Selden Street
West Springfield, MA 01090-0010 Berlin, CT 06037
(Names of companies filing this statement and addresses of principal
executive offices.)
NORTHEAST UTILITIES
(Name of top registered holding company)
Cheryl W. Grise
Senior Vice President, Secretary and General Counsel
Northeast Utilities Service Company
107 Selden Street
Berlin, CT 06037
(Name and address of agent for service)
The Commission is requested to mail signed copies of all orders, notices and
communications to:
Jeffrey C. Miller, Esq. William H. Cuddy, Esq.
Assistant General Counsel Day, Berry & Howard LLP
Northeast Utilities Service Company CityPlace I
107 Selden Street Hartford, CT 06103-3499
Berlin, CT 06037
David R. McHale
Vice President and Treasurer
Northeast Utilities Service Company
107 Selden Street
Berlin, CT 06037
The Application/Declaration in this proceeding is amended as follows:
A. Paragraph 4 is deleted and replaced in its entirety with the
following:
4. A Right is not exercisable until the occurrence of certain
"triggering" events. The date upon which such events take place is the
Distribution Date. The Distribution Date will not occur until the earlier of
(i) ten days after the first date of public announcement that a person or
affiliated group (the "Acquiring Person") has obtained beneficial ownership
of 15% or more of the Company's Common Shares or (ii) the tenth business day
after the date of commencement of, or of the first public announcement of any
person of his intention to commence, a tender or exchange offer which would
result in beneficial ownership by any person or affiliated group of 15% or
more of the Company's outstanding Common Shares
B. Paragraph 9 is deleted and replaced in its entirety with the
following:
9. Any time after a person or group becomes an Acquiring Person and
before any person owns 50% or more of the Common Shares, the Board has the
option to exchange all or part of the outstanding Rights for Common Shares at
an exchange ratio of one-to-one, or for common stock equivalents, debt
securities or other assets, or any combination of the foregoing, having an
aggregate value equal to the then current market price of one Common Share.
Rights held by the Acquiring Person may not participate in this exchange.
This provides other shareholders with an opportunity to increase their stock
ownership without having to pay in cash the Exercise Price of their Rights.
SIGNATURES
Pursuant to the requirement of the Public Utility Holding Company Act of
1935, as amended, the undersigned companies have duly caused this amendment
to be signed on their behalf by the undersigned thereunto duly authorized.
Date: March 31, 1999
NORTHEAST UTILITIES
NORTHEAST UTILITIES SERVICE COMPANY
By Name: /s/David R. McHale
Title: Vice President and Treasurer
