SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NORTHEAST UTILITIES
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2147929
(State of incorporation or organization) (I.R.S. Employer Identification No.)
175 Brush Hill Avenue, West Springfield, Massachusetts 01090
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to Name of each exchange on which
be so registered each class is to be registered
Common Share Purchase Rights New York Stock Exchange
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Item 1. Description of Securities to be Registered.
On February 23, 1999, the Board of Trustees of Northeast Utilities (the
"Company") declared a dividend distribution of one common share purchase
right (a "Right") for each outstanding Common Share, par value $5.00 per
share, of the Company (the "Common Shares"). The distribution is payable to
the holders of record of the Common Shares as of the close of business on the
fifth business day following receipt by the Company of approval of the
issuance of the Rights by the Securities and Exchange Commission under the
Public Utility Holding Company Act of 1935 (the "Record Date"). Except as set
forth below, each Right, when it becomes exercisable, entitles the registered
holder to purchase from the Company one Common Share at a price of $65.00 per
share, subject to adjustment (the "Purchase Price"). The description and
terms of the Rights are set forth in a Rights Agreement dated as of February
23, 1999 and an Amendment to Rights Agreement dated as of October 12, 1999
(together, the "Amended Rights Agreement") between the Company and Northeast
Utilities Service Company, as Rights Agent. A copy of the Amended Rights
Agreement is attached or incorporated by reference as an exhibit hereto and
is hereby incorporated by reference. The following summary of the Rights is
qualified in its entirety by reference to the Amended Rights Agreement.
Until the earlier of (i) ten days after a public announcement that a
person or group, including any affiliates or associates of such person or
group, excluding Consolidated Edison, Inc. ("CEI"), CWB Holdings, Inc.
("CWB"), N Acquisition LLC ("NA") or any Affiliate or Associate of CEI, CWB
or NA (an "Acquiring Person"), has acquired, or obtained the right to
acquire, beneficial ownership of 15% or more of the outstanding Common Shares
(the "Shares Acquisition Date") or (ii) ten business days (or such later date
as the Board may determine) following the commencement or announcement of an
intention to commence a tender offer or exchange offer which would result in
any person or group (and related persons), other than CEI, CWB or NA or any
Affiliate or Associate of CEI, CWB or NA, acquiring beneficial ownership of
15% or more of the outstanding Common Shares (the earlier of such dates being
called the "Distribution Date"), the Rights will be attached to all Common
Shares and will be evidenced by the Common Share certificates. The Amended
Rights Agreement provides that, until the Distribution Date, the Rights will
be transferred with and only with the Common Shares. Until the Distribution
Date (or earlier redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer, replacement or new
issuance of Common Shares will contain a notation incorporating the Amended
Rights Agreement by reference. Until the Distribution Date (or earlier
redemption or expiration of the Rights), the surrender for transfer of any
Common Share certificates outstanding as of the Record Date, even without
such a notation, will also constitute the transfer of the Rights associated
with the Common Share represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
("Right Certificates") will be mailed to holders of record of the Common
Shares as of the close of business on the Distribution Date, and the separate
Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on the earliest of (i) February 23, 2009, subject to extension
(the "Final Expiration Date"), (ii) redemption of the Rights by the Company
as described below, or (iii) the consummation of a Merger (which is defined
in the Amended Rights Agreement as a merger, consolidation, share exchange,
business combination, recapitalization or similar transaction involving the
Company and CEI, CWB or NA or any Associate or Affiliate of CEI, CWB or NA).
In the event that any person becomes an Acquiring Person, each holder of
a Right Certificate generally will thereafter have the right to receive, upon
exercise of the Right evidenced thereby, that number of Common Shares (or,
under certain circumstances, cash, property or other securities) having a
market value of two times the then current Purchase Price. Notwithstanding
the foregoing, following the occurrence of a Person becoming an Acquiring
Person, all Rights that are, or (under certain circumstances specified in the
Amended Rights Agreement) were, beneficially owned by the Acquiring Person or
any affiliate, associate or transferee thereof will be null and void. In
addition, the Board of Trustees of the Company may, at its option, at any
time after a person becomes an Acquiring Person and prior to the time an
Acquiring Person becomes the beneficial owner of 50% or more of the
outstanding Common Shares, exchange all or part of the then outstanding
Rights (other than Rights beneficially owned by an Acquiring Person or its
affiliates or associates, which Rights have become void) for Common Shares at
an exchange ratio of one to one (or, under certain circumstances, other
securities or assets having a then market value of one Common Share) (such
exchange ratio, the "Exchange Ratio"). Immediately upon such action by the
Board of Trustees, the right to exercise the exchanged Rights will terminate
and each such Right Certificate will thereafter represent the right to
receive a number of Common Shares (or, under certain circumstances, other
securities or assets) equal to the Exchange Ratio.
In the event that, at any time following the Shares Acquisition Date,
the Company is acquired in a merger or other business combination transaction
(excluding a Merger as defined in the Amended Rights Agreement) in which the
Common Shares are exchanged for securities or other property, or 50% or more
of the Company's assets or earning power are sold or otherwise transferred
(in one transaction or a series of transactions), proper provision shall be
made so that each holder of a Right Certificate (except a Right voided as set
forth above) shall thereafter have the right to receive, upon the exercise
thereof at the then current Purchase Price, that number of validly authorized
and issued, fully paid and non-assessable, and freely tradable shares of
common stock of the acquiring company which at the time of such transaction
would have a market value of two times the then current Purchase Price.
The Purchase Price payable, the number of Rights and the number of
Common Shares or other securities or property issuable upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Common Shares, (ii) upon the grant to holders of
Common Shares of certain rights or warrants to subscribe for Common Shares or
certain convertible securities at less than the current market price of the
Common Shares or (iii) upon the distribution to holders of the Common Shares
of evidences of indebtedness or assets (excluding regular quarterly cash
dividends and dividends payable in Common Shares) or of subscription rights
or warrants (other than those referred to above.)
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares will be issued and, in lieu
thereof, an adjustment in cash will be made based on the market price of the
Common Shares on the last trading date prior to the date of exercise.
At any time prior to the earlier to occur of (i) the close of business
on the tenth calendar day following the Shares Acquisition Date or (ii) the
expiration of the Rights, the Company may redeem the Rights in whole, but not
in part, at a price of $.001 per Right (the "Redemption Price"), which
redemption shall be effective as determined by the Board of Trustees. Upon
the effective date of the redemption of the Rights, the right to exercise the
Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
Until a Right is exercised or exchanged, the holder thereof, as such,
will have no rights as a shareholder of the Company, including, without
limitation, the right to vote or to receive dividends.
The terms of the Rights may be amended by the Board of Trustees of the
Company (i) prior to the Distribution Date in any manner, subject to certain
exceptions, and (ii) on or after the Distribution Date to cure any ambiguity,
to correct or supplement any provision of the Amended Rights Agreement which
may be defective or inconsistent with any other provisions, or in any manner
not adversely affecting the interests of the holders of the Right
Certificates (other than the interests of any Acquiring Person), or, subject
to certain limitations, to shorten or lengthen any time period under the
Amended Rights Agreement.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the
Company without conditioning the offer on the Rights being redeemed or a
substantial number of Rights being acquired. However, the Rights generally
should not interfere with any merger or other business combination approved
by the Board of Trustees, or in particular a Merger (as defined in the
Amended Rights Agreement).
Except as otherwise defined herein, capitalized terms used herein shall
have the meanings set forth in the Amended Rights Agreement.
Item 2. Exhibits.
1. Form of Rights Agreement dated as of February 23, 1999 between Northeast
Utilities and Northeast Utilities Service Company, which includes, as Exhibit
A thereto, the form of Right Certificate (incorporated by reference to
Exhibit 1 to the Form 8-A dated and filed as of April 12, 1999 by Northeast
Utilities).
2. Form of Amendment to Rights Agreement dated as of October 12, 1999
between Northeast Utilities and Northeast Utilities Service Company
(incorporated by reference to Exhibit 10 to the Form 8-K filed as of October
19, 1999 by Northeast Utilities).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
NORTHEAST UTILITIES
By: /S/David R. McHale
David R. McHale
Vice President and Treasurer
Date: January 18, 2000
