<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Northeast Utilities
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Theresa H. Allsop
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $-0- per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
------------------------------------------------------------------------
(3) Filing party:
------------------------------------------------------------------------
(4) Date filed:
------------------------------------------------------------------------
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(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.
<PAGE> 2
[NORTHEAST UTILITIES LOGO]
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1999 ANNUAL MEETING OF SHAREHOLDERS
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Dear Shareholder:
It is my pleasure to invite you to attend the 1999 Annual Meeting of
Shareholders of Northeast Utilities on Tuesday, May 11, 1999, at 10:30 a.m., at
the Radisson Hotel and Conference Center, Cromwell, Connecticut (directions are
on reverse side).
Information concerning the matters to be acted upon at the meeting is
provided in the accompanying Notice of Annual Meeting and Proxy Statement. In
addition, our meeting agenda will include a discussion of the operations of
Northeast Utilities system companies and a question and answer period.
Whether or not you plan to attend the meeting, it is important that you
complete, date, sign and return your proxy in the enclosed envelope as soon as
possible. This will ensure that your shares will be represented at the meeting
in accordance with your wishes.
On behalf of your Board of Trustees, thank you for your continued support
and interest in Northeast Utilities.
Very truly yours,
/s/ MICHAEL G. MORRIS
Michael G. Morris
Chairman of the Board, President and
Chief Executive Officer
March 31, 1999
<PAGE> 3
THE RADISSON HOTEL AND CONFERENCE CENTER
100 BERLIN ROAD (ROUTE 372)
CROMWELL, CONNECTICUT
(860) 635-2000
TRAVELING NORTH OR SOUTH ON INTERSTATE 91:
Take Interstate 91 to Exit 21. Turn left at the end of the exit ramp onto
Berlin Road (Route 372). The Radisson will be on your left.
TRAVELING EAST ON INTERSTATE 84:
Take Interstate 84 to Exit 27 to Route 691 East (Meriden/Middletown). Take
Interstate 91 North to Exit 21. Turn left at the end of the exit ramp onto
Berlin Road (Route 372). The Radisson will be on your left.
TRAVELING WEST ON INTERSTATE 84:
Take Interstate 84 to Hartford Interchange to Interstate 91 South to Exit
21. Turn left at the end of the exit ramp onto Berlin Road (Route 372). The
Radisson will be on your left.
<PAGE> 4
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 11, 1999
To the Shareholders of Northeast Utilities:
The Annual Meeting of Shareholders of Northeast Utilities will be held on
Tuesday, May 11, 1999, at 10:30 a.m., at the Radisson Hotel and Conference
Center, Cromwell, Connecticut, for the following purposes:
1. To fix the number of Trustees at ten;
2. To elect ten Trustees for the ensuing year;
3. To ratify the selection of Arthur Andersen LLP as independent auditors
for 1999; and
4. To transact any other business that may properly come before the
meeting or any adjournment thereof.
Only shareholders of record at the close of business on March 12, 1999 are
entitled to receive notice of and to vote at the meeting or any adjournment
thereof. You are cordially invited to be present at the meeting and to vote.
Whether or not you plan to attend the meeting, please complete, date and sign
the enclosed proxy card and return it in the envelope enclosed for that purpose.
<TABLE>
<S> <C>
By order of the Board of Trustees,
[/s/ CHERYL W. GRISE]
107 Selden Street Cheryl W. Grise
Berlin, Connecticut Senior Vice President, Secretary
and General Counsel
</TABLE>
Mailing Address:
Post Office Box 270
Hartford, Connecticut 06141-0270
March 31, 1999
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IMPORTANT
SHAREHOLDERS CAN HELP AVOID THE NECESSITY AND EXPENSE OF FOLLOW-UP LETTERS
TO ENSURE THAT A QUORUM IS PRESENT AT THE ANNUAL MEETING BY PROMPTLY RETURNING
THE ENCLOSED PROXY. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE, IF MAILED IN THE
UNITED STATES.
- --------------------------------------------------------------------------------
<PAGE> 5
PROXY STATEMENT
The accompanying proxy is solicited on behalf of the Board of Trustees of
Northeast Utilities for use at the Annual Meeting of Shareholders to be held on
May 11, 1999, and at any adjournment thereof.
Please read this proxy statement and fill in, date, sign and return the
enclosed form of proxy. The proxy may be revoked at any time before it is voted
by filing a letter with the Secretary of Northeast Utilities or by a duly
executed proxy card bearing a later date. Properly executed proxies not revoked
will be voted according to their terms.
Only holders of common shares of record at the close of business on March
12, 1999 (the record date) are entitled to receive notice of and to vote at the
meeting or any adjournment thereof. On the record date, there were 137,120,486
common shares outstanding. Each such share is entitled to one vote on each
matter to be voted on at the Annual Meeting of Shareholders.
The principal office of Northeast Utilities is located at 174 Brush Hill
Avenue, West Springfield, Massachusetts. The general offices of Northeast
Utilities and its subsidiaries are located at 107 Selden Street, Berlin,
Connecticut (mailing address: Post Office Box 270, Hartford, Connecticut
06141-0270). This proxy statement and the accompanying proxy card are being
mailed to shareholders commencing March 31, 1999.
An affirmative vote of a majority of the common shares outstanding as of
the record date will be required to fix the number of Trustees at ten and to
elect the ten nominees named below.
1. NUMBER OF TRUSTEES
2. ELECTION OF TRUSTEES
Unless a shareholder specifies otherwise, the enclosed proxy will be voted
to fix the number of Trustees for the ensuing year at ten and to elect the ten
nominees named below as Trustees to serve until the next Annual Meeting and
until their successors have been elected and shall have qualified. The nominee
who has not been previously elected as a Trustee by shareholders is Mr. Raymond
L. Golden. Mr. Golden has served as an Associate Trustee of the Board since July
14, 1998. As an Associate Trustee, Mr. Golden provided advice and counsel to the
Board and to the Finance Committee. He had no responsibilities or powers given
to Trustees under the Declaration of Trust of Northeast Utilities.
If one or more of the nominees should become unavailable for election, the
proxy may be voted for a substitute person or persons. However, there is no
reason to anticipate that any of the nominees will not be available.
<PAGE> 6
Set forth below is each nominee's name, age, date first elected as a
Trustee, and a brief summary of the nominee's business experience during the
past five years.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE TO FIX THE NUMBER
OF TRUSTEES AT TEN AND FOR ELECTION OF THE TEN NOMINEES LISTED BELOW.
<TABLE>
<S> <C>
COTTON MATHER CLEVELAND
[PHOTO OF COTTON MATHER (46 YEARS) 1992
CLEVELAND] President of Mather Associates, New London, New Hampshire (a
firm specializing in human resources, organizational and
board development). From 1991 until 1998, Ms. Cleveland was
the founding Executive Director of Leadership New Hampshire.
She is currently a Director of The National Grange Mutual
Insurance Company and serves on the Board of the New
Hampshire Center for Public Policy. Ms. Cleveland is an
Incorporator for The Montshire Museum and for the Upper
Valley Community Foundation. She has served on the
University System of New Hampshire Board of Trustees as
Chair, Vice Chair and a member. She was formerly Co-Chair of
the Governor's Commission on New Hampshire in the 21st
Century and an Incorporator for the New Hampshire Charitable
Foundation.
WILLIAM F. CONWAY
[PHOTO OF WILLIAM F. (68 YEARS) 1997
CONWAY] President of William F. Conway & Associates, Inc.,
Scottsdale, Arizona (a management consulting firm to the
nuclear power industry). From 1989 to 1994 (retired July,
1994), Mr. Conway was Executive Vice President -- Nuclear of
Arizona Public Service Company, Phoenix, Arizona. Prior to
that, he was Senior Vice President of Nuclear Operations at
Florida Power & Light Company, Juno Beach, Florida. He is a
member of the American Nuclear Society. He served on the
Board of Directors of the Nuclear Utilities Management and
Resources Council and its Issues Management Committee. He
has also served on the Research Advisory Committee of the
Electric Power Research Institute and served as Chairman of
its Nuclear Power Division Advisory Committee. A former
Chairman of the ABB Combustion Engineering Owners Group
Executive Committee, Mr. Conway currently serves on its
Advanced Light Water Reactor Executive Advisory Committee.
Having been a member of the Institute of Nuclear Power
Operations (INPO) Board of Directors, he currently serves on
INPO's Advisory Council and is a member of the Accrediting
Board of its National Academy for Nuclear Training. Mr.
Conway is a Director of First Energy Corporation and is
Chairman of its Nuclear Committee. He also serves on the
Nuclear Safety Review Board at several nuclear facilities.
</TABLE>
2
<PAGE> 7
<TABLE>
<S> <C>
E. GAIL DE PLANQUE
[PHOTO OF E. GAIL DE (54 YEARS) 1995
PLANQUE] From 1991 to 1995, Dr. de Planque was a Commissioner with the United States Nuclear
Regulatory Commission. In 1967, Dr. de Planque joined the Health and Safety Laboratory of
the United States Atomic Energy Commission. She served at the Laboratory, now known as
the Environmental Measurements Laboratory, until December, 1991, as Deputy Director
beginning in 1982 and as Director in 1987. She is a Fellow and past President of the
American Nuclear Society, a member of the National Academy of Engineering and the
National Council on Radiation Protection and Measurements, Secretary of the International
Nuclear Academy and a Director of British Nuclear Fuels, Inc. She is a member of the
Texas Utilities Electric Operations Review Committee; the External Advisory Committee,
Amarillo National Resource Center for Plutonium; the visiting Committee for the
Department of Nuclear Engineering, Massachusetts Institute of Technology; and a
consultant to the United Nation's International Atomic Energy Agency.
RAYMOND L. GOLDEN
[PHOTO OF RAYMOND L. (61 YEARS)
GOLDEN] Independent Consultant. Previously Chairman Emeritus of BT Wolfensohn (provides strategic
financial advisory and investment banking services), New York, New York, a business unit
of BT Alex Brown Incorporated. From August, 1996 to December, 1997, Mr. Golden was
Chairman of BT Wolfensohn. Prior to that, he served as President of Wolfensohn & Company
(from 1995 until it merged with Bankers Trust in 1996). Mr. Golden is a Director of
Antigenics L.L.C. He also serves as a Trustee on the National Wildlife Federation
Endowment and the Board of the Jewish Federation of Palm Beach County.
ELIZABETH T. KENNAN
[PHOTO OF ELIZABETH T. (61 YEARS) 1980
KENNAN] President Emeritus of Mount Holyoke College, South Hadley, Massachusetts. Previously
President of Mount Holyoke College. Dr. Kennan is a Director of Bell Atlantic, The Putnam
Funds, Franklin Pierce College, Talbots and Kentucky Home Mutual Insurance. She is also a
member of the Folger Shakespeare Library Committee.
</TABLE>
3
<PAGE> 8
<TABLE>
<S> <C>
MICHAEL G. MORRIS
[PHOTO OF MICHAEL G. (52 YEARS) 1997
MORRIS] Chairman of the Board, President and Chief Executive Officer
of Northeast Utilities and Chairman, Chief Executive Officer
and a Director of its principal subsidiaries. Mr. Morris is
also a Director of Connecticut Yankee Atomic Power Company.
From 1994 to 1997, Mr. Morris was President and Chief
Executive Officer of Consumers Energy Company, Dearborn,
Michigan. Prior to that, he was Executive Vice President and
Chief Operating Officer of Consumers Energy Company. He is a
Director of the Institute of Nuclear Power Operations, the
Nuclear Energy Institute, the Edison Electric Institute, the
Association of Edison Illuminating Companies, Nuclear
Electric Insurance Limited and the Connecticut Business &
Industry Association. Mr. Morris is also a Regent of Eastern
Michigan University.
WILLIAM J. PAPE II
[PHOTO OF WILLIAM J. (67 YEARS) 1974
PAPE II] Publisher, Waterbury Republican-American, Waterbury,
Connecticut (newspaper). Mr. Pape is President of
American-Republican, Inc. He is a Director of Platt Bros. &
Co. and Paper Delivery, Inc. He is a Trustee of the
Connecticut Policy and Economic Council, Inc. and the
Waterbury Y.M.C.A.
ROBERT E. PATRICELLI
[PHOTO OF ROBERT E. (59 YEARS) 1993
PATRICELLI] Chairman, President and Chief Executive Officer of Women's
Health USA, Inc., Avon, Connecticut (provides women's health
care services). From 1987 to 1997, he was Chairman,
President and Chief Executive Officer of Value Health, Inc.,
Avon, Connecticut. Previously Executive Vice President of
CIGNA Corporation and President of CIGNA's Affiliated
Businesses Group. Mr. Patricelli has held various positions
in the federal government, including White House Fellow in
1965; counsel to a United States Senate Subcommittee; Deputy
Undersecretary of the Department of Health, Education and
Welfare; and Administrator of the United States Urban Mass
Transportation Administration. He is a Director of Hartford
Life, Inc., Curagen Corporation, the Connecticut Business &
Industry Association, The Bushnell and Wesleyan University.
</TABLE>
4
<PAGE> 9
<TABLE>
<S> <C>
JOHN F. SWOPE
[PHOTO OF JOHN F. (60 YEARS) 1992
SWOPE] Retired in 1997 as of counsel to the law firm of Sheehan
Phinney Bass + Green, Professional Association, Manchester,
New Hampshire. Previously President of Chubb Life Insurance
Company of America, Concord, New Hampshire (retired
December, 1994). He is a Trustee of Blue Cross Blue Shield
of New Hampshire and a Director of PBS Enterprises and New
Hampshire Public Television and the New Hampshire Business
Committee for the Arts. Mr. Swope is Vice Chairman of The
Currier Gallery of Art and a Trustee of Tabor Academy and
the New England Foundation for The Arts.
JOHN F. TURNER
[PHOTO OF JOHN F. (56 YEARS) 1995
TURNER] President and Chief Executive Officer of The Conservation
Fund, Arlington, Virginia (a national nonprofit organization
dedicated to land and water conservation and economic
development). From 1989 to 1993, Mr. Turner was Director of
the United States Fish & Wildlife Service in the United
States Department of the Interior. He has also served as
President of the Wyoming State Senate. A former Chairman of
the Board of Directors of the Bank of Jackson Hole, Mr.
Turner continues as a partner in the family ranch business
in Wyoming. He is assisting schools of natural resources at
the University of Wyoming, University of Michigan and Yale
University with wildlife and land use projects. He is a
member of the National Coal Council and a Director of Land
Trust Alliance and National Wildlife Refuge Association.
</TABLE>
BOARD COMMITTEES AND RESPONSIBILITIES
The Board of Trustees of Northeast Utilities has Audit, Compensation,
Corporate Affairs, Corporate Governance, Executive, Finance and Nuclear
Committees. The Board of Trustees does not have a Nominating Committee.
The Audit Committee meets independently with the internal and independent
auditors of Northeast Utilities and its subsidiaries to review the auditors'
activities, procedures and recommendations. Following each meeting, the
Committee reports to the full Board. The Committee recommends annually the
appointment of Northeast Utilities' independent auditors for the coming year.
The Audit Committee met four times in 1998. The members of the Committee are
Messrs. Swope (Chair), Conway and Turner and Drs. de Planque and Kennan, none of
whom is an employee of Northeast Utilities or its subsidiaries.
The Compensation Committee reviews and adjusts, as appropriate, the
compensation policies of Northeast Utilities and its subsidiaries and
establishes and implements an evaluation process for the Chief Executive Officer
in conjunction with the Corporate Governance Committee. Following each meeting,
the Committee reports to the full Board. The Compensation Committee met seven
times in 1998. The members of the Committee are Messrs. Patricelli (Chair), Pape
and Swope, Ms. Cleveland and Drs. de Planque and Kennan, none of whom is an
employee of Northeast Utilities or its subsidiaries. A report from this
Committee with respect to executive compensation is included in this proxy
statement.
5
<PAGE> 10
The Corporate Affairs Committee reviews the policies and practices of
Northeast Utilities and its subsidiaries on public issues in areas such as
health, safety, environmental and equal employment opportunity. Following each
meeting, the Committee reports to the full Board. The Corporate Affairs
Committee met three times in 1998. The members of the Committee are Messrs.
Turner (Chair), Pape and Swope, Ms. Cleveland and Dr. Kennan, none of whom is an
employee of Northeast Utilities or its subsidiaries.
The Corporate Governance Committee recommends criteria for new Trustees and
identifies prospective Board candidates. The Committee also evaluates the
Board's performance and, in conjunction with the Compensation Committee,
establishes and implements an evaluation process for the Chief Executive
Officer. Following each meeting, the Committee reports to the full Board. The
Corporate Governance Committee met five times in 1998. The members of the
Committee are Dr. Kennan (Chair), Ms. Cleveland and Mr. Turner, none of whom is
an employee of Northeast Utilities or its subsidiaries.
The Executive Committee is empowered to exercise all the authority of the
Board, subject to certain limitations set forth in Northeast Utilities'
Declaration of Trust, during the intervals between meetings of the Board. The
Executive Committee met one time in 1998. The members of the Executive Committee
are Messrs. Morris (Chair), Patricelli and Swope and Drs. de Planque and Kennan.
Other than Mr. Morris, no Committee member is an employee of Northeast Utilities
or its subsidiaries.
The Finance Committee assists the Board in fulfilling its fiduciary
responsibilities relating to financial plans, policies and programs for
Northeast Utilities and its subsidiaries. Following each meeting, the Committee
reports to the full Board. The Finance Committee met three times in 1998. The
members of the Finance Committee are Messrs. Morris (Vice Chair), Golden (who
serves in an advisory capacity as an Associate Trustee of the Board) and
Patricelli and Dr. Kennan. Other than Mr. Morris, no Committee member is an
employee of Northeast Utilities or its subsidiaries.
The Nuclear Committee provides the Board with an independent basis for
overseeing the safety and effectiveness of the nuclear program of the Northeast
Utilities system. More recently, specific attention has been given to oversight
of the recovery of Millstone Units 2 and 3; operation of Seabrook Unit 1;
decommissioning activities of the Haddam Neck Plant and Millstone Unit 1;
management's attention to nuclear safety; progress in resolving issues with the
Nuclear Regulatory Commission, the Institute of Nuclear Power Operations and
other independent evaluations of nuclear operations; and progress in resolving
employee and community concerns. With the exception of meetings held by
conference telephone, following each meeting the Committee reports to the full
Board. The Nuclear Committee met twenty-seven times in 1998. The members of the
Committee are Dr. de Planque (Chair), Ms. Cleveland and Messrs. Conway, Pape and
Turner, none of whom is an employee of Northeast Utilities or its subsidiaries.
In 1998, the Board of Trustees held ten meetings and Committees of the
Board held a total of fifty meetings. All of the nominees for Trustee attended
75 percent or more of the aggregate number of meetings of the Board and the
Committees of which they were members.
6
<PAGE> 11
TRUSTEE COMPENSATION
During 1998, each Trustee who was not an employee of Northeast Utilities or
its subsidiaries was compensated at an annual rate of $17,000 cash plus 250
common shares of Northeast Utilities, and received $900 for each meeting of the
Board or its Committees attended. A non-employee Trustee who participates in a
meeting of the Board or any of its Committees by conference telephone receives
$675 per meeting. Also, a non-employee Trustee who is asked by either the Board
of Trustees or the Chairman of the Board to perform extra services in the
interest of the Northeast Utilities system may receive additional compensation
of $1,000 per day plus necessary expenses. The Chairs of the Audit, the
Compensation, the Corporate Affairs, the Corporate Governance and the Nuclear
Committees were compensated at an additional annual rate of $3,500. In addition
to the above compensation, Dr. Kennan is paid at the annual rate of $30,000 for
the extra services performed as Lead Trustee. The Chair of the Nuclear Committee
receives an additional retainer at the rate of $25,000 per year. Dr. de Planque,
Chair of the Nuclear Committee, received a $25,000 payment in 1999 for the
services provided relative to being Chair of the Nuclear Committee in 1998.
Effective February 23, 1999, the annual retainer for a Trustee who is not
an employee of Northeast Utilities or its subsidiaries was increased to $20,000
cash plus 500 common shares of Northeast Utilities and the $900 meeting fee was
increased to $1,000.
Under the terms of the Northeast Utilities Incentive Plan (Incentive Plan)
adopted by shareholders at the 1998 Annual Meeting, in May, 1998, each
non-employee Trustee automatically received an annual grant of options to
purchase 2,500 common shares of Northeast Utilities. Receipt of shares acquired
on exercise of these options may be deferred pursuant to the terms of the
Northeast Utilities Deferred Compensation Plan for Trustees.
In February, 1999, the Incentive Plan was amended to remove the fixed grant
of options each year and to allow non-employee Trustees to receive stock-based
grants to be specified from time to time. In February, 1999, each non-employee
Trustee was granted nonqualified options to purchase 2,500 common shares.
Prior to the beginning of each calendar year, each non-employee Trustee may
irrevocably elect to have all or any portion of the cash compensation paid in
the form of common shares of Northeast Utilities. Pursuant to the Northeast
Utilities Deferred Compensation Plan for Trustees, each Trustee may also
irrevocably elect to defer receipt of some or all cash and/or share
compensation.
7
<PAGE> 12
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Trustees and
certain officers of Northeast Utilities and persons who beneficially own more
than ten percent of the outstanding common shares of Northeast Utilities to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission (SEC) and the New York Stock Exchange. Based on review of copies of
such forms furnished to Northeast Utilities, or written representations that no
Form 5 was required, Northeast Utilities believes that for the year ended
December 31, 1998, all such reporting requirements were complied with in a
timely manner.
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table provides information with respect to persons who are
known to Northeast Utilities to beneficially own more than five percent of the
common shares of Northeast Utilities. Northeast Utilities has no other class of
voting securities.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
------------------- -------------------- ----------
<S> <C> <C>
Barrow, Hanley, Mewhinney & 13,666,388(1) 10.0%
Strauss, Inc.
One McKinney Plaza
3232 McKinney Avenue, 15th Floor
Dallas, TX
The Prudential Insurance Company 8,287,578(2) 6.0%
of America
751 Broad Street
Newark, NJ
</TABLE>
- ------------
(1) According to an amendment to Schedule 13G dated February 16, 1999, Barrow,
Hanley, Mewhinney & Strauss, Inc. holds 13,666,388 common shares of
Northeast Utilities. According to the Schedule 13G, Barrow, Hanley,
Mewhinney & Strauss, Inc. has sole voting power for 9,893,968 shares, shared
voting power for 3,772,420 shares and sole dispositive power for 13,666,388
shares.
(2) According to an amendment to Schedule 13G dated January 27, 1999, The
Prudential Insurance Company of America holds 8,287,578 common shares of
Northeast Utilities. According to the Schedule 13G, The Prudential Insurance
Company of America has sole voting power for 114,000 shares, shared voting
power for 8,173,578 shares, sole dispositive power for 114,000 shares and
shared dispositive power for 8,173,578 shares.
8
<PAGE> 13
COMMON STOCK OWNERSHIP OF MANAGEMENT
The following table provides information as of February 25, 1999, as to the
beneficial ownership of the common shares of Northeast Utilities by each nominee
for Trustee, each of the five highest paid executive officers of Northeast
Utilities and its subsidiaries, and all nominees for Trustee and executive
officers as a group. Unless otherwise noted, each nominee and executive officer
has sole voting and investment power with respect to the listed shares.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT
NAME BENEFICIAL OWNERSHIP OF CLASS(1)
---- -------------------- -----------
<S> <C> <C>
Cotton Mather Cleveland 5,193(2)
William F. Conway 6,941(2)(3)
E. Gail de Planque 4,531(2)
John H. Forsgren 43,995(4)
Raymond L. Golden 1,772
Cheryl W. Grise 22,008(5)
Elizabeth T. Kennan 6,116(2)
Bruce D. Kenyon 60,133(6)
Hugh C. MacKenzie 23,782(7)
Michael G. Morris 72,566(8)
William J. Pape II 5,315(2)
Robert E. Patricelli 9,286(2)
John F. Swope 7,848(2)
John F. Turner 3,038(2)
All Trustees and Executive Officers
as a Group (17 persons) 297,388(9)
</TABLE>
- ---------------
(1) As of February 25, 1999, the nominees for Trustee and the executive
officers of Northeast Utilities and its subsidiaries, as a group,
beneficially owned less than one percent of the common shares outstanding.
(2) Includes 2,500 shares that could be acquired by the beneficial owner
pursuant to currently exercisable options.
(3) Mr. Conway shares investment and voting power with respect to 4,441 of
these shares with his wife.
(4) These shares include 24,394 shares that could be acquired by Mr. Forsgren
pursuant to currently exercisable options. These shares also include 8,213
restricted shares as to which Mr. Forsgren has voting but no investment
power.
(5) Mrs. Grise shares voting and investment power with respect to 259 of these
shares, which are held by her husband as custodian for their minor
children. These shares also include 4,306 shares that could be acquired by
Mrs. Grise pursuant to currently exercisable options. These shares also
include 4,928 restricted shares as to which Mrs. Grise has voting but no
investment power.
(6) These shares include 7,079 shares that could be acquired by Mr. Kenyon
pursuant to currently exercisable options. These shares also include 39,544
restricted shares as to which Mr. Kenyon has voting but no investment
power.
(7) These shares include 5,166 shares that could be acquired by Mr. MacKenzie
pursuant to currently exercisable options. These shares also include 4,928
restricted shares as to which Mr. MacKenzie has voting but no investment
power.
(8) Mr. Morris shares voting and investment power with respect to 1,333 of these
shares with his wife. These shares also include 21,524 shares that could be
acquired by Mr. Morris pursuant to currently exercisable options. These
shares also include 34,100 restricted shares as to which Mr. Morris has
voting but no investment power.
(9) Included in the group total are 4,906 shares that could be acquired by
executive officers other than the named executive officers pursuant to
currently exercisable options. The group total also includes 10,938
restricted shares as to which executive officers other than the named
executive officers have voting but no investment power.
9
<PAGE> 14
EXECUTIVE COMPENSATION
The following tables present the cash and non-cash compensation received by
the Chief Executive Officer and the next four highest paid executive officers of
Northeast Utilities, in accordance with rules of the SEC:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
---------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
-------------------------------- --------------------------- ---------
SECURITIES LONG
OTHER RESTRICTED UNDERLYING TERM
ANNUAL STOCK OPTIONS/STOCK INCENTIVE ALL OTHER
COMPEN- AWARD(S) APPRECIATION PROGRAM COMPEN-
NAME AND PRINCIPAL SALARY BONUS SATION($) ($) RIGHTS PAYOUTS SATION($)
POSITION YEAR ($) ($) (NOTE 1) (NOTE 2) (#) ($) (NOTE 3)
------------------ ---- ------- --------- ---------- ----------- ------------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael G. Morris 1998 757,692 891,000 134,376 255,261 64,574 -- 22,731
Chairman of the Board, 1997 258,333 1,350,000 -- -- 500,000 -- --
President
and Chief Executive Officer 1996 -- -- -- -- -- -- --
Bruce D. Kenyon 1998 500,000 300,000 -- -- 21,236 -- 14,800
President -- Generation Group 1997 500,000 300,000 -- 306,522 139,745 -- --
1996 144,231 400,000 -- 499,762 -- -- --
John H. Forsgren 1998 373,077 -- -- 378,787 73,183 -- 104,800
Executive Vice President and 1997 350,000 -- -- 80,380 184,382 -- 50,000
Chief Financial Officer 1996 305,577 -- 62,390 -- -- -- --
Hugh C. MacKenzie 1998 270,000 -- -- -- 15,496 37,652 7,500
President -- Retail Business 1997 270,000 -- -- 189,778 142,549 26,998 4,800
Group
1996 264,904 -- -- -- -- 19,834 7,500
Cheryl W. Grise 1998 209,231 -- -- -- 12,916 20,720 6,123
Senior Vice President, 1997 200,000 -- -- 119,109 89,467 15,188 4,800
Secretary and General Counsel 1996 200,000 -- -- -- -- 10,937 6,000
</TABLE>
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
GRANT DATE
INDIVIDUAL GRANTS VALUE
-------------------------------------------------------- -----
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS/SARS GRANT DATE
OPTIONS/SARS GRANTED TO EXERCISE OR PRESENT
GRANTED (#) EMPLOYEES BASE PRICE EXPIRATION VALUE($)
NAME (NOTE 4) IN FISCAL YEAR ($/SH) DATE (NOTE 4)
- ---- ------------ -------------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Michael G. Morris 64,574 8.18% 16.3125 5/12/2008 255,417
Bruce D. Kenyon 21,236 2.69% 16.3125 5/12/2008 84,098
John H. Forsgren 73,183 9.28% 16.3125 5/12/2008 289,599
Hugh C. MacKenzie 15,496 1.96% 16.3125 5/12/2008 61,367
Cheryl W. Grise 12,916 1.64% 16.3125 5/12/2008 51,150
<CAPTION>
FISCAL YEAR-END OPTION/ SAR VALUES
---------------------------------------------------------
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARs
AT FISCAL YEAR-END (#) AT FISCAL YEAR END ($)
--------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Michael G. Morris 21,524 543,050 0 3,187,500
Bruce D. Kenyon 7,079 150,919 0 442,445
John H. Forsgren 24,394 229,234 0 583,766
Hugh C. MacKenzie 5,166 149,836 0 451,323
Cheryl W. Grise 4,306 96,167 0 283,260
</TABLE>
10
<PAGE> 15
NOTES TO SUMMARY COMPENSATION AND OPTION/SAR GRANTS TABLES:
1. Other annual compensation for Mr. Morris consists of 1998 relocation expense
reimbursements, and for Mr. Forsgren consists of 1996 tax payments on a
restricted stock award.
2. The aggregate restricted stock holdings by the five individuals named in the
table were, at December 31, 1998, 137,719 shares with a value of $2,203,504.
Awards shown for 1997 (except for additional awards made for Messrs. Kenyon
and Forsgren - see below) were restricted stock unit grants under the Stock
Price Recovery Incentive Program made on January 1, 1997 and vested on
January 4, 1999. Mr. Kenyon also received 12,200 Restricted Stock Units on
July 8, 1997, with a value at date of grant of $120,475, which will vest, as
will the restricted shares granted to him in 1996, when Millstone Station is
removed from the Nuclear Regulatory Commission's "watch list," provided that
this occurs within three years of Mr. Kenyon's commencement of employment
(September 3, 1996) and the Systematic Assessment of Licensee Performance and
Institute of Nuclear Power Operations ratings of Seabrook Station have not
materially changed from their 1996 levels, or, if earlier, when he is
transferred to a new position at the Company or an affiliate, as defined. Mr.
Forsgren also received 13,500 Restricted Stock Units on July 8, 1997, with a
value at grant of $133,313, which vested, as did the restricted stock granted
to him in 1996, on January 1, 1999. Any dividends paid on restricted stock
and units are reinvested into additional restricted stock and units,
respectively, subject to the same vesting schedule.
3. "All Other Compensation" consists of employer matching contributions under
the Northeast Utilities Service Company 401k Plan, generally available to all
eligible employees, special matching contributions under the Northeast
Utilities Deferred Compensation Plan for Executives (Mr. Morris: $17,931, Mr.
Kenyon: $10,000, Mr. MacKenzie: $2,700, Mrs. Grise: $1,343), and, in the case
of Mr. Forsgren, retention payments ($100,000 in 1998, $50,000 in 1997).
4. These options were granted on May 12, 1998 under the Incentive Plan (except
for Mr. Morris's options, and 45,919 of Mr. Forsgren's options, which were
granted May 19, 1998). All options granted vest one-third on grant date,
one-third on May 12, 1999 and one-third on May 12, 2000. Valued using the
Black-Scholes option pricing model, with the following assumptions:
Volatility: 34.97 percent (36 months of monthly data); Risk-free rate: 5.88
percent; Dividend yield: 5.54 percent (36 months of monthly data); Exercise
date: May 12, 2008.
11
<PAGE> 16
PENSION BENEFITS
The following table shows the estimated annual retirement benefits payable
to an executive officer of Northeast Utilities upon retirement, assuming that
retirement occurs at age 65 and that the officer is at that time not only
eligible for a pension benefit under the Northeast Utilities Service Company
Retirement Plan (the Retirement Plan) but also eligible for the make-whole
benefit and the target benefit under the Supplemental Executive Retirement Plan
for Officers of Northeast Utilities System Companies (the Supplemental Plan).
The Supplemental Plan is a non-qualified pension plan providing supplemental
retirement income to system officers. The make-whole benefit under the
Supplemental Plan, available to all officers, makes up for benefits lost through
application of certain tax code limitations on the benefits that may be provided
under the Retirement Plan, and includes as "compensation" awards under the
executive incentive plans and deferred compensation (as earned). The target
benefit further supplements these benefits and is available to officers at the
Senior Vice President level and higher who are selected by the Board of Trustees
to participate in the target benefit and who remain in the employ of Northeast
Utilities companies until at least age 60 (unless the Board of Trustees sets an
earlier age).
The benefits presented below are based on a straight life annuity beginning
at age 65 and do not take into account any reduction for joint and survivorship
annuity payments. Final average compensation for purposes of calculating the
target benefit is the highest average annual compensation of the participant
during any 36 consecutive months compensation was earned. Compensation taken
into account under the target benefit described above includes salary, bonus,
restricted stock awards, and long-term incentive payouts shown in the Summary
Compensation Table, but does not include employer matching contributions under
the 401k Plan. In the event that an officer's employment terminates because of
disability, the retirement benefits shown above would be offset by the amount of
any disability benefits payable to the recipient that are attributable to
contributions made by Northeast Utilities and its subsidiaries under long term
disability plans and policies.
ANNUAL BENEFIT
<TABLE>
<CAPTION>
YEARS OF CREDITED SERVICE
----------------------------------------------------
FINAL AVERAGE COMPENSATION 15 20 25 30 35
- -------------------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$ 200,000 $ 72,000 $ 96,000 $120,000 $120,000 $120,000
250,000 90,000 120,000 150,000 150,000 150,000
300,000 108,000 144,000 180,000 180,000 180,000
350,000 126,000 168,000 210,000 210,000 210,000
400,000 144,000 192,000 240,000 240,000 240,000
450,000 162,000 216,000 270,000 270,000 270,000
500,000 180,000 240,000 300,000 300,000 300,000
600,000 216,000 288,000 360,000 360,000 360,000
700,000 252,000 336,000 420,000 420,000 420,000
800,000 288,000 384,000 480,000 480,000 480,000
900,000 324,000 432,000 540,000 540,000 540,000
1,000,000 360,000 480,000 600,000 600,000 600,000
1,100,000 396,000 528,000 660,000 660,000 660,000
1,200,000 432,000 576,000 720,000 720,000 720,000
</TABLE>
12
<PAGE> 17
Each of the executive officers of Northeast Utilities named in the Summary
Compensation Table on page 10 is currently eligible for a target benefit, except
Messrs. Morris and Kenyon, whose Employment Agreements provide specially
calculated retirement benefits, based on their previous arrangements with CMS
Energy/Consumers Energy Company (CMS) and South Carolina Electric and Gas,
respectively. Mr. Morris's agreement provides that upon retirement after
reaching the fifth anniversary of his employment date with the Company (or upon
disability or termination without cause or following a change in control, as
defined, of the Company) he will be entitled to receive a special retirement
benefit calculated by applying the benefit formula of the CMS Supplemental
Executive Retirement Plan to all compensation earned from the Company and to all
service rendered to the Company and CMS. If Mr. Kenyon retires with at least
three years but less than five years of service with the Company, he will be
deemed to have five years of service for purpose of his special retirement
benefit, and if he retires with at least three years of service with the
Company, he will receive a lump sum payment of $500,000.
As of December 31, 1998, the five current executive officers named in the
Summary Compensation Table had the following years of credited service for
purposes of calculating target benefits under the Supplemental Plan (or in the
case of Messrs. Morris and Kenyon, for purposes of calculating the special
retirement benefits under their respective Employment Agreements): Mr.
Morris -- 20, Mr. Kenyon -- 2, Mr. Forsgren -- 2, Mr. MacKenzie -- 33 and Mrs.
Grise -- 18. Assuming that retirement were to occur at age 65 for these
officers, retirement would occur with 33, 11, 15, 41 and 37 years of credited
service, respectively.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS
Northeast Utilities Service Company (NUSCO) has entered into employment
agreements (the Officer Agreements) with each of the named executive officers.
The Officer Agreements are also binding on Northeast Utilities and on each
majority-owned subsidiary of Northeast Utilities.
Each Officer Agreement obligates the officer to perform such duties as may
be directed by the NUSCO Board of Directors or the Northeast Utilities Board of
Trustees, protect the Company's confidential information, and refrain, while
employed by the Company and for a period of time thereafter, from competing with
the Company in a specified geographic area. Each Officer Agreement provides that
the officer's base salary will not be reduced below certain levels without the
consent of the officer, and that the officer will participate in specified
benefits under the Supplemental Executive Retirement Plan or other supplemental
retirement programs (see Pension Benefits, above) and/or in certain executive
incentive programs at specified incentive opportunity levels.
13
<PAGE> 18
Each Officer Agreement provides for a specified employment term and for
automatic one-year extensions of the employment term unless at least six months'
notice of non-renewal is given by either party. The employment term may also be
ended by the Company for "cause", as defined, at any time (in which case no
supplemental retirement benefit, if any, shall be due), or by the officer on
thirty days' prior written notice for any reason. Absent "cause", the Company
may remove the officer from his or her position on sixty days' prior written
notice, but in the event the officer is so removed and signs a release of all
claims against the Company, the officer will receive one or two years' base
salary and annual incentive payments, specified employee welfare and pension
benefits, and vesting of stock appreciation rights, options and restricted
stock.
Under the terms of an Officer Agreement, upon any termination of employment
following a change of control, as defined, between (a) the earlier of the date
shareholders approve a change of control transaction or a change of control
transaction occurs and (b) the earlier of the date, if any, on which the Board
of Trustees abandons the transaction or the date two years following the change
of control, if the officer signs a release of all claims against the Company,
the officer will be entitled to certain payments including a multiple (not to
exceed four) of annual base salary, annual incentive payments, specified
employee welfare and pension benefits, and vesting of stock appreciation rights,
options and restricted stock. Certain of the change in control provisions may be
modified by the Board of Trustees prior to a change in control, on at least two
years' notice to the affected officer(s).
Besides the terms described above, the Officer Agreements of Messrs.
Morris, Kenyon and Forsgren provide for a specified salary, cash, restricted
stock and/or stock options upon employment, special incentive programs and/or
special retirement benefits. See Summary Compensation Table and Pension
Benefits, above, for further description of these provisions. Mr. Kenyon's
Officer Agreement also provides for a special short term incentive compensation
program in lieu of a portion of the Stock Price Recovery Incentive Program.
Under this special program Mr. Kenyon is eligible to receive a payment up to 100
percent of base salary depending on his fulfillment of certain incentive goals
for each of the years ending August 31, 1997 and August 31, 1998, and for the 16
month period ending December 31, 1999.
The descriptions of the various agreements set forth above are for purpose
of disclosure in accordance with the proxy and other disclosure rules of the SEC
and shall not be controlling on any party; the actual terms of the agreements
themselves determine the rights and obligations of the parties.
14
<PAGE> 19
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
OVERVIEW AND STRATEGY
The Compensation Committee of the Board of Trustees (the Committee) is the
administrator of executive compensation for the executives of the Northeast
Utilities system (the Company) with authority to establish and interpret the
terms of the Company's executive salary and incentive programs. The goal of the
Committee's executive compensation program for 1998 was to provide a competitive
compensation package to enable the Company to attract and retain key executives
both during this critical turnaround period for the Company and with an eye
towards the future in a more competitive environment. The Committee further
sought to align executive interests with those of Northeast Utilities'
shareholders and with Company performance by increased use of share-based
incentives.
To help achieve these goals, the Committee drew upon information from a
variety of sources, including compensation consultants, utility and general
industry surveys, and other publicly available information, including proxy
statements. In 1998, the Company's comparison groups for purposes of executive
compensation consisted of a consultant's database of roughly 700 companies from
a broad variety of industries, a consultant's database of over 90 electric and
combination electric and gas utilities, and a smaller group of ten electric
utilities whose operating characteristics were substantially similar to those of
the Company in terms of generation mix and customer size. Nine of the ten
companies are included in the Standard & Poor's (S&P) Electric Companies Index,
which is the index used in the share performance chart shown on page 17.
BASE SALARY
The Committee sets base salary ranges for all executive officers and sets
the annual base salary for each executive officer except for the Chief Executive
Officer (CEO), whose base salary is set by the Board of Trustees following a
recommendation by the Committee. In 1998, the Committee reviewed the base salary
levels of the Company's entire officer group against those of the 90 utility
market comparison group with a goal of targeting aggregate officer base salary
to the median. The Committee periodically adjusts officers' base salaries to
reflect considerations such as changes in responsibility, market sensitivity,
individual performance and internal equity. The CEO's base salary was increased
by 3.33 percent in 1998 based on the market review and the Committee's judgment
as to his past and expected future performance.
STOCK PRICE RECOVERY INCENTIVE PROGRAM
During 1996, the Committee established a special Stock Price Recovery
Incentive Program for eight senior officers, including the four executive
officers listed in the Summary Compensation Table other than the CEO, in lieu of
other executive incentive programs for 1996-1998. The purpose of the program was
to focus these senior officers on achieving fundamental business goals relative
to the challenges of nuclear operations and industry restructuring, with a net
effect of advancing shareholder interests through share price recovery. Awards
under the program vested on January 1, 1999, in the form of common shares and
stock appreciation rights.
15
<PAGE> 20
ANNUAL INCENTIVE AWARDS
The Committee established an Annual Incentive Bonus Program during 1998 for
officers not participating in the Stock Price Recovery Incentive Program. The
bonus payout target was 80 percent of base salary for the CEO, and varied from
20 to 25 percent of base salary for those officers that did not participate in
the Stock Price Recovery Incentive Program. The Annual Incentive Bonus Program
was designed to calculate actual aggregate payouts based on the Company's
performance against an earnings per share goal. Individual awards were made from
this bonus pool in cash in February, 1999 and for participants other than the
CEO were based upon individual performance as measured against pre-established
individual goals. The CEO received a cash award under this program at his target
level. Based on Company performance during 1998, the Board also approved an
award of common shares for the CEO having a value equal to 35 percent of his
base salary for 1998.
LONG-TERM INCENTIVE GRANTS
Long-term incentive grants were made in May, 1998 to each executive officer
and other officers and key employees of the Company. The Committee targeted
these awards such that the total of base pay, target annual incentive awards,
and long-term incentive awards for the officer group would be at the 75th
percentile of the 90 utility market comparison group. Except for participants in
the Stock Price Recovery Incentive Program, one-half of the grants' intended
value was made in restricted stock and one-half was made in stock options.
Grants under this program to participants in the Stock Price Recovery Incentive
Program were reduced to reflect their participation in that program and were
made entirely in stock options. The CEO's grant was targeted at 60 percent of
base salary, as required by his employment agreement.
LONG TERM INCENTIVE PAYOUTS
During 1998, the Committee made awards under the 1995-1997 long-term
incentive program. Awards, in common shares, were based on the Company's
relative ranking against a group of electric utilities with respect to
shareholder return and cost of service. Achievement of goals was less than
target and resulted in awards that were 49.5 percent of target.
INTERNAL REVENUE SERVICE LIMITATION ON DEDUCTIBILITY OF EXECUTIVE COMPENSATION
The Committee believes that its compensation program will adequately
respond to issues raised by the deductibility cap placed on executive salaries
by Section 162(m) of the Internal Revenue Code because of the use of stock
options and qualified performance-based compensation in Company incentive
programs.
Respectfully submitted,
Robert E. Patricelli, Chairman
William J. Pape II, Vice Chairman
Cotton Mather Cleveland
E. Gail de Planque
Elizabeth T. Kennan
John F. Swope
Dated: February 23, 1999
16
<PAGE> 21
SHARE PERFORMANCE CHART
The following chart compares the cumulative total return on an investment
in Northeast Utilities common shares with the cumulative total return of the S&P
500 Stock Index and the S&P Electric Companies Index over the last five fiscal
years, in accordance with the rules of the SEC:
(Assumes $100 invested on January 1, 1994 in Northeast Utilities
common shares,
S&P 500 Stock Index and S&P Electric Companies index with all
dividends reinvested)
[NORTHEAST UTILITIES SHARE PERFORMANCE CHART]
<TABLE>
<CAPTION>
NU COMMON S&P ELECTRIC COMPANIES S&P 500
--------- ---------------------- -------
<S> <C> <C> <C>
100 100 100
'1994' 98 87 101
'1995' 119 114 139
'1996' 71 114 171
'1997' 66 144 229
'1998' 89 166 294
</TABLE>
3. RATIFICATION OF THE SELECTION OF AUDITORS
The firm of Arthur Andersen LLP, independent public accountants, was
selected by the Board of Trustees, and approved by the shareholders, to serve as
independent auditors of Northeast Utilities and its subsidiaries for 1998.
Pursuant to the recommendation of the Audit Committee, the Board of
Trustees recommends that shareholders ratify the selection by the Board of
Trustees of Arthur Andersen LLP to audit the accounts of Northeast Utilities and
its subsidiaries for 1999. Representatives of Arthur Andersen LLP are expected
to be present at the meeting. They will have the opportunity to make a
statement, if they desire to do so, and to respond to appropriate questions
raised at the meeting.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE FOR THIS PROPOSAL.
17
<PAGE> 22
4. OTHER MATTERS
The Board of Trustees knows of no matters other than the foregoing to come
before the meeting. However, if any other matters come before the meeting, the
persons named in the enclosed proxy will vote in their discretion with respect
to such other matters.
ANNUAL REPORT
Northeast Utilities' Annual Report to Shareholders for the year ended
December 31, 1998, including financial statements, is being mailed with or prior
to this proxy solicitation material. An additional copy of the Annual Report
will be mailed to any shareholder upon request.
COST OF SOLICITATION OF PROXIES
The cost of soliciting proxies on behalf of the Board of Trustees will be
borne by Northeast Utilities. In addition to the use of the mails, proxies may
be solicited by personal interview, telephone or telegraph, by Trustees,
officers or employees of Northeast Utilities or NUSCO, or by an independent
company, Morrow & Co., Inc., which has been retained to assist in the
solicitation of proxies from banks, brokerage firms, nominees and individual
shareholders for a fee of $12,000 plus reimbursement for expenses. Arrangements
will be made to reimburse brokerage firms, nominees, custodians and fiduciaries
for expenses incurred in forwarding solicitation materials to the beneficial
owners of common shares held as of March 12, 1999.
LEGAL PROCEEDINGS
As previously disclosed in reports filed with the SEC pursuant to the
Securities Exchange Act of 1934, The Connecticut Light and Power Company (CL&P)
and Western Massachusetts Electric Company (WMECO), through Northeast Nuclear
Energy Company, a subsidiary of Northeast Utilities, operate Millstone Unit 3 on
behalf of the facility's joint owners. On August 7, 1997, the non-Northeast
Utilities owners of Millstone 3 filed demands for arbitration with CL&P and
WMECO, as well as three lawsuits in Massachusetts Superior Court against
Northeast Utilities and many of its current and former Trustees. The
non-Northeast Utilities owners raise a number of contract, tort and statutory
claims, arising out of the operation of Millstone 3, and seek to recover
compensatory damages, punitive damages, treble damages and attorneys' fees.
Hearings in the arbitration proceeding are scheduled to commence in the fall of
1999. The lawsuits have now been consolidated and the defendants, including
Northeast Utilities, recently moved for summary judgment of those actions.
18
<PAGE> 23
SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
To be included in the proxy statement and form of proxy for the 2000 Annual
Meeting of Shareholders, proposals by shareholders must be received no later
than December 1, 1999, and must satisfy the conditions established by the SEC.
Shareholder proposals submitted to be considered at the 2000 Annual Meeting
without inclusion in next year's proxy materials must be received no later than
February 14, 2000. If Northeast Utilities is not notified of a shareholder
proposal by February 14, 2000, then proxies held by management may provide the
discretion to vote against such proposal, even though such proposal is not
discussed in the proxy statement. Proposals should be addressed to Theresa
Hopkins Allsop, Assistant Secretary, Post Office Box 270, Hartford, Connecticut
06141-0270.
By order of the Board of Trustees,
[/s/ CHERYL W. GRISE]
Cheryl W. Grise
Senior Vice President, Secretary
and General Counsel
ANNUAL REPORT ON FORM 10-K
Northeast Utilities will provide shareholders with a copy of its 1998
Annual Report on Form 10-K to the SEC, including the financial statements and
schedules thereto, without charge, upon receipt of a written request sent to:
THERESA HOPKINS ALLSOP
ASSISTANT SECRETARY
NORTHEAST UTILITIES
POST OFFICE BOX 270
HARTFORD, CONNECTICUT 06141-0270
19
<PAGE> 24
PRINTED ON RECYCLED PAPER LOGO
<PAGE> 25
P R O X Y NORTHEAST UTILITIES P R O X Y
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS - MAY 11, 1999
The undersigned appoints MICHAEL G. MORRIS and WILLIAM J. PAPE II, and either
of them, proxies of the undersigned, with power of substitution, to act for and
to vote all common shares of the undersigned at the Annual Meeting of
Shareholders of Northeast Utilities to be held on May 11, 1999, and any
adjournment thereof, upon the matters set forth in the notice of said meeting
as indicated below. The proxies are further authorized to vote, in their
discretion, upon such other business as may properly come before the meeting or
any adjournment thereof.
When properly executed, this proxy will be voted as specified by the
undersigned. Unless otherwise instructed, this proxy will be voted FOR
proposals 1, 2 and 3.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
(OVER)
AD6965-1 REV. 1-99
<PAGE> 26
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 3.
1. Fix the number of Trustees at ten.
/ / FOR / / AGAINST / / ABSTAIN
2. Election of the ten Trustees nominated.
/ / FOR / / FOR ALL EXCEPT AS MARKED / / WITHHELD
To vote for all nominees, mark the "FOR" box. To withhold voting for a
particular nominee(s), mark the "FOR ALL EXCEPT AS MARKED" box and strike a
line through the name of the nominee(s) in the list below. To withhold voting
on all nominees, mark the "WITHHELD" box.
Cotton Mather Cleveland, William F. Conway, E. Gail de Planque, Raymond L.
Golden, Elizabeth T. Kennan, Michael G. Morris, William J. Pape II, Robert E.
Patricelli, John F. Swope, John F. Turner.
3. Ratification of Arthur Andersen LLP as independent auditors for 1999.
/ / FOR / / AGAINST / / ABSTAIN
The undersigned hereby acknowledges receipt of notice
of meeting and related proxy statement.
Date __________________________________________, 1999
Signed ______________________________________________
Signed ______________________________________________
Please sign in the same form as name appears hereon. If
the shares are registered in more than one name, each
joint owner or fiduciary should sign. Fiduciaries and
corporate officers should indicate their titles.
I plan to attend the meeting. / /Yes / / No
