-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, COINNAhBFI6a0lzNGVAmylOF2CnWMAFc0iUQr7tfCP8et9IlWAalf/w/bNA6yN7M 1eGgV64DV22BUGQjnQ6hTQ== 0000930413-96-000194.txt : 19960624 0000930413-96-000194.hdr.sgml : 19960624 ACCESSION NUMBER: 0000930413-96-000194 CONFORMED SUBMISSION TYPE: 424B5 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960621 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONNECTICUT LIGHT & POWER CO CENTRAL INDEX KEY: 0000023426 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 060303850 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B5 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55279 FILM NUMBER: 96583703 BUSINESS ADDRESS: STREET 1: 707 SELDEN ST CITY: BERLIN STATE: CT ZIP: 06037-1616 BUSINESS PHONE: 2036655000 424B5 1 PROSPECTUS SUPPLEMENT PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED SEPTEMBER 19, 1994) $160,000,000 THE CONNECTICUT LIGHT AND POWER COMPANY FIRST AND REFUNDING MORTGAGE 7 7/8% BONDS, 1996 SERIES A DUE JUNE 1, 2001 ---------- INTEREST PAYABLE JUNE 1 AND DECEMBER 1 ---------- THE FIRST AND REFUNDING MORTGAGE 7 7/8% BONDS, 1996 SERIES A (1996 SERIES A BONDS) MATURE ON JUNE 1, 2001. INTEREST ON THE 1996 SERIES A BONDS IS PAYABLE SEMI-ANNUALLY ON JUNE 1 AND DECEMBER 1 BEGINNING DECEMBER 1, 1996. THE 1996 SERIES A BONDS WILL BE REDEEMABLE IN WHOLE OR IN PART, AT THE OPTION OF THE CONNECTICUT LIGHT AND POWER COMPANY (THE COMPANY) AT ANY TIME, AT A REDEMPTION PRICE EQUAL TO THE GREATER OF (I) 100% OF THEIR PRINCIPAL AMOUNT AND (II) THE SUM OF THE PRESENT VALUES OF THE REMAINING SCHEDULED PAYMENTS OF PRINCIPAL AND INTEREST THEREON DISCOUNTED TO THE DATE OF REDEMPTION ON A SEMIANNUAL BASIS (ASSUMING A 360-DAY YEAR CONSISTING OF TWELVE 30-DAY MONTHS) AT THE TREASURY YIELD (AS DEFINED HEREIN), PLUS IN EACH CASE ACCRUED INTEREST TO THE DATE OF REDEMPTION. SEE "SUPPLEMENTAL DESCRIPTION OF THE 1996 SERIES A BONDS -- OPTIONAL REDEMPTION" HEREIN. THE 1996 SERIES A BONDS WILL BE REPRESENTED BY A GLOBAL SECURITY REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (DTC) OR ITS NOMINEE. BOOK-ENTRY INTERESTS IN THE GLOBAL SECURITY WILL BE SHOWN ON, AND TRANSFERS THEREOF WILL BE EFFECTED ONLY THROUGH, RECORDS MAINTAINED BY DTC OR ITS NOMINEE. ---------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMIS- SION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ---------- PRICE 99.950% AND ACCRUED INTEREST, IF ANY ---------- UNDERWRITING PRICE TO DISCOUNTS AND PROCEEDS TO PUBLIC (1) COMMISSIONS(2) COMPANY (3) ---------- -------------- ----------- PER BOND........... 99.950% .625% 99.325% TOTAL.............. $159,920,000 $1,000,000 $158,920,000 - ---------- (1) PLUS ACCRUED INTEREST, IF ANY, FROM JUNE 25, 1996. (2) THE COMPANY HAS AGREED TO INDEMNIFY THE SEVERAL UNDERWRITERS AGAINST CERTAIN LIABILITIES, INCLUDING LIABILITIES UNDER THE SECURITIES ACT OF 1933. (3) BEFORE DEDUCTING EXPENSES PAYABLE BY THE COMPANY ESTIMATED AT $190,000. ---------- THE 1996 SERIES A BONDS ARE OFFERED BY THE UNDERWRITERS, SUBJECT TO PRIOR SALE, WHEN, AS AND IF ISSUED BY THE COMPANY AND ACCEPTED BY THE UNDERWRITERS AND SUBJECT TO APPROVAL OF CERTAIN LEGAL MATTERS BY WINTHROP, STIMSON, PUTNAM & ROBERTS, COUNSEL FOR THE UNDERWRITERS. IT IS EXPECTED THAT DELIVERY OF THE 1996 SERIES A BONDS WILL BE MADE ON OR ABOUT JUNE 25, 1996 THROUGH THE BOOK-ENTRY FACILITIES OF DTC, AGAINST PAYMENT THEREFOR IN NEW YORK FUNDS. ---------- MORGAN STANLEY & CO. INCORPORATED GOLDMAN, SACHS & CO. CIBC WOOD GUNDY SECURITIES CORP. FIRST CHICAGO CAPITAL MARKETS, INC. SALOMON BROTHERS INC JUNE 20, 1996 IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES HEREBY OFFERED AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. - -------------------------------------------------------------------------------- SUMMARY INFORMATION THE FOLLOWING MATERIAL IS QUALIFIED IN ITS ENTIRETY BY, AND SHOULD BE CONSIDERED IN CONJUNCTION WITH, THE INFORMATION AND FINANCIAL STATEMENTS APPEARING ELSEWHERE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS, AND IN THE DOCUMENTS AND INFORMATION INCORPORATED BY REFERENCE. THE OFFERING Securities Offered.................... $160,000,000 principal amount of First and Refunding Mortgage 7 7/8% Bonds. 1996 Series A (1996 Series A Bonds). Maturity.............................. June 1, 2001. Interest Payment Dates................ June 1 and December 1, commencing December 1, 1996. SELECTED CONSOLIDATED FINANCIAL INFORMATION (THOUSANDS, EXCEPT PERCENTAGES AND RATIOS)
12 MONTHS YEAR ENDED DECEMBER 31, ENDED -------------------------------------------- MARCH 31, 1993(a) 1994 1995 1996 ------- ---- ---- --------- (UNAUDITED) Income Summary: Operating Revenues................................ $2,366,050 $ 2,328,052 $ 2,386,107 $ 2,445,229 Operating Income.................................. $ 241,655 $ 286,948 $ 324,026 $ 287,812 Income before cumulative effect of accounting change............................. $ 143,702 $ 198,288 $ 205,216 $ 172,191 Cumulative effect of accounting change(b)......... $ 47,747 -- -- -- Net Income........................................ $ 191,449 $ 198,288 $ 205,216 $ 172,191 Total Assets (end of period)........................... $6,397,405 $ 6,217,457 $ 6,030,735 $ 5,933,992
AT MARCH 31, 1996 --------------------------------------------- (UNAUDITED) AS % OF ADJUSTED ACTUAL ADJUSTED(c) CAPITALIZATION ------ ----------- -------------- Capitalization Summary: Long-Term Debt (including current maturities)................. $1,824,204 $2,046,204 53.4% Preferred Stock Subject to Mandatory Redemption (including portion to be redeemed within one year)........ 155,000 155,000 4.1% Preferred Stock Not Subject to Mandatory Redemption (including portion to be redeemed within one year)........ 116,200 116,200 3.0% Common Stockholder's Equity................................... 1,514,893 1,514,893 39.5% ---------- ---------- ------- Total Capitalization...................................... $3,610,297 $3,832,297 100.0% ========== ========== ======
YEAR ENDED DECEMBER 31, 12 MONTHS ENDED ----------------------------------------- MARCH 31, 1991 1992 1993 1994 1995 1996 ---- ---- ---- ---- ---- ------------ (UNAUDITED) Ratio of Earnings to Fixed Charges................. 3.02 2.96 2.71 3.65 3.64 3.35
- ---------- (a) Restated to reflect consolidated financial information for the Company and its subsidiaries. (b) The cumulative effect is the result of a one-time change in the Company's method of accounting for property taxes that was booked during the first quarter of 1993. (c) Adjusted to reflect the proposed sale of $160 million principal amount of 1996 Series A Bonds and the net proceeds from the sale on May 21, 1996 by the Connecticut Development Authority (CDA) of $62 million of its pollution control revenue bonds, the proceeds of which were loaned by CDA to the Company. - -------------------------------------------------------------------------------- S-2 SUPPLEMENTAL DESCRIPTION OF THE 1996 SERIES A BONDS This Prospectus Supplement relates to the offer and sale of $160,000,000 principal amount of First and Refunding Mortgage 7 7/8% Bonds, 1996 Series A, due June 1, 2001 (1996 Series A Bonds) of The Connecticut Light and Power Company (the Company). The 1996 Series A Bonds will be the second and final series of New Bonds covered by the accompanying Prospectus (the Prospectus). The section of the Prospectus entitled "Description of the New Bonds" contains detailed information about the New Bonds. Set forth below is supplemental information that more specifically relates to the 1996 Series A Bonds. GENERAL The 1996 Series A Bonds will be issued under a Supplemental Indenture dated as of June 1, 1996 and will bear interest from the date of original issuance at the rate of 7 7/8% per annum. Interest will be payable semiannually in arrears on June 1 and December 1 of each year, commencing December 1, 1996, to registered owners as of the close of business on the May 15 or November 15 next preceding the interest payment dates, or if May 15 or November 15 falls on a day on which banks are authorized to close in New York City, then as of the next preceding banking day. The 1996 Series A Bonds will be issued initially under a book-entry only system in the form of one fully registered certificate, registered in the name of Cede & Co., as registered bondholder and nominee of The Depository Trust Company, New York, New York (DTC). DTC will act as securities depository for the 1996 Series A Bonds. So long as Cede & Co., as nominee of DTC, or any successor nominee of DTC, is the registered bondholder of the 1996 Series A Bonds, references herein and in the Prospectus to the bondholders or registered owners of 1996 Series A Bonds will mean Cede & Co. or such successor nominee. See the section in the Prospectus entitled "Book-Entry Only System" for certain information regarding DTC and the book-entry only system. For information concerning the requirements of the Indenture and for additional general information about the Indenture and the New Bonds issuable thereunder, see "Description of the New Bonds" in the Prospectus. EARNINGS COVERAGE The section of the Prospectus entitled "Description of the New Bonds--Issuance of Additional Bonds, Earnings Coverage" sets forth information about earnings coverage requirements of the Indenture. Because the 1996 Series A Bonds will be issued against bonds that have been previously retired, redeemed, cancelled or surrendered, the earnings coverage requirements of the Indenture are not applicable to the issuance of the 1996 Series A Bonds. Based on the bonds and prior lien obligations outstanding as of March 31, 1996 and after giving effect to the sale of the 1996 Series A Bonds, the earnings coverage would be 4.59 for the twelve months ended March 31, 1996, which would satisfy such requirements. OPTIONAL REDEMPTION The 1996 Series A Bonds will be redeemable in whole or in part, at the option of the Company at any time, at a redemption price equal to the greater of (i) 100% of their principal amount and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield, plus in each case accrued interest to the date of redemption (the Redemption Date). "Treasury Yield" means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. S-3 "Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker having a maturity comparable to the remaining term of the 1996 Series A Bonds that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the 1996 Series A Bonds. "Independent Investment Banker" means Morgan Stanley & Co. Incorporated or, if such firm is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing selected by the Company and appointed by the Trustee. "Comparable Treasury Price" means, with respect to any Redemption Date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such Redemption Date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (ii) if such release (or any successor release) is not published or does not contain such prices on such business day, (A) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four Reference Treasury Dealer Quotations, the average of all such Quotations. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such Redemption Date. "Reference Treasury Dealer" means each of Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co. and another Primary Treasury Dealer (as defined herein) at the option of the Company, PROVIDED, HOWEVER, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a Primary Treasury Dealer), the Company shall substitute therefor another Primary Treasury Dealer. Holders of 1996 Series A Bonds to be redeemed will receive notice thereof sent by first-class mail at least 30 and not more than 60 days prior to the date fixed for redemption. SINKING AND IMPROVEMENT FUND If the Company seeks to eliminate or modify the requirements of the annual sinking and improvement fund, and subject to the receipt of any required regulatory approvals, the holders of the New Bonds, including the 1996 Series A Bonds, will be deemed to have consented to any such amendment or amendments of the Indenture. See "Description of the New Bonds--Sinking and Improvement Fund" in the Prospectus. DIVIDEND RESTRICTIONS See "Description of the New Bonds--Dividend Restrictions" in the Prospectus for information about dividend limitations binding on the Company so long as certain prior series of bonds are outstanding. The most restrictive provisions currently binding on the Company are set forth in the Supplemental Indenture dated as of July 1, 1992, under which $100,000,000 principal amount of Series VV Bonds due July 1, 1999 were issued. Under these provisions, which are applicable so long as any Series VV Bonds are outstanding, unrestricted earned surplus at March 31, 1996 would have been $214,167,629. OTHER FINANCIAL RESTRICTIONS For information on financial restrictions applicable to the Company, see "Description of the New Bonds--Other Financial Restrictions" in the Prospectus and the Company's 1995 Annual Report on Form 10-K under the caption "Item 1. Business--Financing Program--Financing Limitations." At March 31, 1996, the Company's equity ratio (calculated in accordance with the Connecticut Department of Public Utility Control decision approving Northeast Utilities' acquisition of S-4 Public Service Company of New Hampshire, which decision requires the inclusion of short-term debt in excess of 7% of total capitalization) was 42.3%. USE OF PROCEEDS The net proceeds from the issue and sale of the 1996 Series A Bonds, plus funds from other sources, will be used to repay approximately $193,288,000 in principal amount of the Company's Series UU Bonds, due April 1, 1997. Prior to the maturity of the Series UU bonds, the Company may utilize a portion of the net proceeds to reduce short-term borrowing requirements. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE Reference is made to "Incorporation of Certain Documents by Reference" in the Prospectus. At the date of this Prospectus Supplement, the documents incorporated by reference or deemed to be incorporated by reference and filed in 1996 consist of the Company's Annual Report on Form 10-K for the year ended December 31, 1995, its Quarterly Report on Form 10-Q for the quarter ended March 31, 1996 and its Current Reports on Form 8-K dated January 31, March 30, April 15, June 6 and June 18, 1996. UNDERWRITERS Under the terms and subject to the conditions contained in an Underwriting Agreement dated June 20, 1996, the underwriters named below (the Underwriters) have severally agreed to purchase from the Company, and the Company has agreed to sell to them, severally, the respective principal amounts of the 1996 Series A Bonds set forth opposite their respective names below. PRINCIPAL AMOUNT OF 1996 NAME SERIES A BONDS ---- ------------------- Morgan Stanley & Co. Incorporated ..................... $ 50,000,000 Goldman, Sachs & Co. .................................. 50,000,000 CIBC Wood Gundy Securities Corp. ...................... 20,000,000 First Chicago Capital Markets, Inc. ................... 20,000,000 Salomon Brothers Inc .................................. 20,000,000 ------------ Total ......................................... $160,000,000 ============ The Underwriting Agreement provides that the obligation of the Underwriters to pay for and accept delivery of the 1996 Series A Bonds is subject to the approval of certain legal matters by their counsel and to certain other conditions. The Underwriters' obligations are such that they are committed to take and pay for all of the 1996 Series A Bonds offered hereby if any are taken, provided, that under certain circumstances involving a default of an Underwriter, less than all of the 1996 Series A Bonds may be purchased. Default by one Underwriter would not relieve the non-defaulting Underwriters from their several obligations, and in the event of such a default, the non-defaulting Underwriters may be required by the Company to purchase the principal amount of the 1996 Series A Bonds that they have severally agreed to purchase and, in addition, to purchase the principal amount of the 1996 Series A Bonds that the defaulting Underwriter or Underwriters shall have failed to purchase, severally and not jointly, up to a principal amount equal to one-ninth of the principal amount of the 1996 Series A Bonds that such non-defaulting Underwriters have otherwise agreed to purchase. The Underwriters initially propose to offer part of the 1996 Series A Bonds directly to the public at the public offering price set forth on the cover page of this Prospectus Supplement and part to certain dealers at a price which represents a concession not in excess of .375% of the principal amount of the 1996 Series A Bonds. The Underwriters may allow, and such dealers may reallow, a concession not in excess of .250% of the principal amount of the 1996 Series A Bonds to certain other dealers. After the initial public offering, the public offering price and concessions may be changed. S-5 The Company does not intend to apply for listing of the 1996 Series A Bonds on a national securities exchange, but has been advised by the Underwriters that they presently intend to make a market in the 1996 Series A Bonds, as permitted by applicable law and regulations. The Underwriters are not obligated, however, to make a market in the 1996 Series A Bonds, and any such market making may be discontinued at any time at the sole discretion of the Underwiters. Accordingly, no assurance can be given as to the liquidity of the trading market for the 1996 Series A Bonds. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933. 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