SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 23, 1999
-------------------
Commission File Number 1-5324
------
NORTHEAST UTILITIES
--------------------
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 1-5324 04-2147929
------------- ------ -----------
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File No.) Identification No.)
174 BRUSH HILL AVENUE, WEST SPRINGFIELD, MASSACHUSETTS 01090-0010
- ---------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (413) 785-5871
(Former name or former address, if changed since last report) Not Applicable
ITEM 5. OTHER EVENTS
Adoption of Shareholder Rights Plan
On February 23, 1999, the Board of Trustees of Northeast Utilities (NU)
adopted a shareholder rights plan ("Rights Plan"), subject to regulatory
approval, which is expected in 60 to 90 days. A copy of the press release
describing this action is attached hereto as Exhibit 99 and is incorporated
herein in its entirety. The description and terms of the new Rights are set
forth in a proposed Rights Agreement by and between Northeast Utilities and
Northeast Utilities Service Company, as Rights Agent.
Under the terms of the Rights Plan, when it becomes effective, NU
shareholders will each receive a dividend in the form of one common share
purchase right (a "Right") for each common share owned by the shareholder.
Each Right will be exercisable only if a person or group acquires beneficial
ownership of 15% or more of the outstanding common shares of NU (i.e. becomes
an "Acquiring Person" as defined in the Rights Plan) or commences a tender or
exchange offer to acquire beneficial ownership of 15% or more of NU's
outstanding common shares.
If any person becomes an Acquiring Person, then each Right will entitle
its holder to purchase a certain number of common shares, depending on the
then current market price, at a 50% discount. Rights will not be exercisable
by an Acquiring Person. In addition, if after any person becomes an
Acquiring Person, NU is involved in a merger or other business combination
with another company and all or part of NU's common shares are converted
into other securities, cash, or property, or NU sells 50% of more of its
assets or earning power to another company, each Right will entitle its
holder to purchase a certain number of common shares, depending on the then
current market price, of the ultimate parent of such other company at a 50%
discount.
NU generally will be entitled to redeem the Rights at $.001 per Right at
any time before 10 days have elapsed after the first public announcement that
a person has become an Acquiring Person.
The Rights Plan, which is subject to approval by the Securities and
Exchange Commission acting under the Public Utility Holding Company Act of
1935, is intended to assure fair and equal treatment for all shareholders in
the event of a hostile takeover attempt and to encourage a potential acquirer
to negotiate with the Board of Trustees a fair price for all shareholders
before attempting a takeover. The adoption of the Rights Plan is not in
response to any takeover offer or threat known to NU at this time.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
A press release announcing the adoption of a shareholders rights
plan is filed as Exhibit 99 to this Report.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORTHEAST UTILITIES
(registrant)
By: /s/David R. McHale
David R. McHale
Vice President and Treasurer
Date: February 25, 1999
Exhibit 99
Contact: Gail Jamin
Office: (860) 665-5221
Northeast Utilities Announces New Shareholder Rights Plan
BERLIN, Connecticut, February 25, 1999 - The Board of Trustees of
Northeast Utilities (NU) has adopted a Shareholder Rights Plan designed to
protect its shareholders in the event of an unsolicited bid to acquire the
company.
The plan was adopted to ensure fair and equitable treatment for all
shareholders, and to encourage any unsolicited acquirer to negotiate a fair
price for NU's shares with the Board. The plan will take effect upon approval
of the Securities and Exchange Commission, expected in approximately 60 to 90
days.
"Adopting such a plan is the right thing to do at this time to protect
the interests of our shareholders and assure that the best value for our
company is realized in any business combination," said Michael G. Morris, NU
chairman, president and chief executive officer.
"The Shareholder Rights Plan will afford the Board adequate time to
consider a takeover proposal and, if appropriate, to explore strategic
alternatives. It will force any potential unsolicited acquirer to negotiate
directly with the Board for the benefit of all shareholders, and to provide
an appropriate premium for a controlling portion of outstanding shares. The
plan will not prevent takeover attempts nor have an impact on the company's
ability to negotiate a friendly transaction, and does not limit the company's
flexibility in any way."
NU shareholders each will receive one common share purchase right for
each common share they own. Each right will be exercisable only if a person
or group acquires, or offers to acquire, ownership of 15 percent or more of
the outstanding common shares of NU.
If any person or group becomes an unsolicited acquirer, then each right
will entitle its holder to purchase a certain number of common shares,
depending on the then current market price, at a 50 percent discount. The
rights are not exercisable by an unsolicited acquirer. NU's Board may choose
to redeem the rights before they become exercisable.
Northeast Utilities is New England's largest electric utility, serving
1.7 million customers in Connecticut, New Hampshire and Western
Massachusetts.
