-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ohtl8IsUfy3NfqVKJ09P9bWTlMyOUwlkWKh2y9jJ6QJnYQvy1AmTNodepFYdEPwS AXh+TAB9B0oqZ60C6yhY3A== 0000072741-94-000046.txt : 19940719 0000072741-94-000046.hdr.sgml : 19940719 ACCESSION NUMBER: 0000072741-94-000046 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940715 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHEAST UTILITIES CENTRAL INDEX KEY: 0000072741 STANDARD INDUSTRIAL CLASSIFICATION: 4911 IRS NUMBER: 042147929 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AMC SEC ACT: 1935 Act SEC FILE NUMBER: 070-07701 FILM NUMBER: 94539102 BUSINESS ADDRESS: STREET 1: 174 BRUSH HILL AVE CITY: WEST SPRINGFIELD STATE: MA ZIP: 01090-0010 BUSINESS PHONE: 2036655000 MAIL ADDRESS: STREET 1: 107 SELDON ST CITY: BERLIN STATE: CT ZIP: 06037-1616 POS AMC 1 NU POST-EFFECTIVE AMENDMENT #2 File No. 70-7701 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 2 (Amendment No. 4) to FORM U-1 APPLICATION/DECLARATION WITH RESPECT TO ISSUANCE AND SALE OF COMMON SHARES UNDER THE DIVIDEND REINVESTMENT PLAN under THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 (the "Act") NORTHEAST UTILITIES 174 Brush Hill Avenue West Springfield, Massachusetts 01089 (Name of company filing this statement and address of principal executive office) NORTHEAST UTILITIES (Name of registered holding company parent of declarant) Robert P. Wax Vice President, Secretary and General Counsel Northeast Utilities Service Company P. O. Box 270 Hartford, Connecticut 06141-0270 (Name and address of agent for service) The Commission is requested to mail signed copies of all orders, notices and communications to: Jane P. Seidl, Esq. Robert C. Aronson Senior Counsel Assistant Treasurer Northeast Utilities Service Northeast Utilities Service Company Company P. O. Box 270 P. O. Box 270 Hartford, Connecticut 06141-0270 Hartford, Connecticut 06141-0270 The application/declaration in this proceeding, as previously amended, is hereby further amended as follows: 9. The following exhibits are filed herewith: B.1.A The Northeast Utilities Amended and Restated Dividend Reinvestment Plan C Post-Effective Registration Statement on Form S-3, exclusive of exhibits and consents, being filed pursuant to the Securities Act of 1933 with respect to the Northeast Utilities Amended and Restated Dividend Reinvestment Plan F.1 Opinion of Counsel (intentionally deleted) SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned has duly caused this amendment to be signed on its behalf by the undersigned thereunto duly authorized. Dated: July 15, 1994 NORTHEAST UTILITIES By /s/Jane P. Seidl Senior Counsel Northeast Utilities Service Company Its Attorney EX-99 2 EXHIBIT B.1.A TO POST-EFFECTIVE AMENDMENT NO. 2 Exhibit B.1.A NORTHEAST UTILITIES AMENDED AND RESTATED DIVIDEND REINVESTMENT PLAN 1. The purpose of the Dividend Reinvestment Plan, commonly known as the Shareholders Investment Plan (the "Plan"), of Northeast Utilities ("NU" or the "Company") is to provide holders of record of common shares of the Company, including eligible employees of companies in the NU system, with a simple and convenient method of investing cash dividends and making cash payments to purchase additional common shares of the Company. Shares of common stock purchased on behalf of participants in the Plan will be, at the Company's discretion, previously issued shares purchased on the open market or newly issued shares purchased directly from the Company. Before the 25th day of each month, the Company will inform the Administrator of the Plan (as defined below) whether the shares are to be purchased on the open market or directly from the Company. The number of common shares available under the Plan will be such number as the Board of Trustees may determine from time to time. 2. Participants in the Plan may have cash dividends on all, or any number, of their common shares automatically reinvested. Any dividend not reinvested will be paid to the participant. In addition, a participant may also invest by making cash payments (either on a regular basis or from time to time) of not less than $100 per payment or more than $25,000 in any calendar month; provided, however, if the participant is an employee of any company in the NU system and makes such payments through payroll deductions, a different minimum amount may be established from time to time by the Company. It is not necessary for a participating shareholder to reinvest cash dividends in order to invest by making optional cash payments. Dividends on full and fractional shares will be reinvested in additional shares and such shares will be credited to participants' accounts. 3. For purposes of the Plan, the following definitions apply: (a) The "Administrator" under the Plan will be Northeast Utilities Service Company (NUSCO), the NU system service company, or such bank or trust company as NUSCO or the Company may from time to time designate. The Administrator has been designated by the Company to administer the Plan for participants, maintain records, send statements of account to participants and perform other duties relating to the Plan. (b) The "Agent" under the Plan will be Lehman Brothers Inc. of New York, New York or such other member firm of the New York Stock Exchange (NYSE) as the Company may from time to time designate. The Agent has been designated by the Company, upon receipt of notice from the Administrator, to make all open market stock purchases necessary to meet the requirements of the Plan and to perform other duties relating to the Plan. (c) "Dividend Payment Month" means a month in which dividends are to be paid. Dividends are normally payable on the last business day of March, June and September and during the last week of December each year. (d) An "Open Market Investment Period" under the Plan will be the period during which any open market stock purchases are made and will be a 20-day calendar period commencing on the 25th day of each month, or if the 25th day falls on a Saturday, Sunday or a day on which the NYSE is not open for trading, on the next following day on which the NYSE is open for trading. (e) An "Original Issue Investment Date" under the Plan will be the date on which any shares purchased directly from the Company are issued and will be the second day of each month, unless such date falls on a Saturday, Sunday or other day on which the Administrator of the Plan is closed for business, in which case the Original Issue Investment Date is the next succeeding business day. (f) The "Purchase Date" for both open market purchases and purchases directly from the Company is the date on which shares will be credited to a participant's account. For reinvested dividends, the Purchase Date will be the second day of the month following the Dividend Payment Month and for optional cash payments it will be the second day of the month following the receipt of optional cash by the Company, unless either of such dates falls on a Saturday, Sunday or other day on which the Administrator of the Plan is closed for business, in which case the Purchase Date will be the next succeeding business day. 4. Only holders of record of common shares of the Company are eligible to participate in the Plan. Therefore, in order to be eligible to participate, beneficial owners of common shares of the Company whose shares are registered in names other than their own (e.g., broker or bank nominee) must become shareholders of record by having their shares transferred into their own names. 5. A holder of record of common shares may join the Plan by signing an Authorization Form and returning it to the Administrator. Authorization Forms may be obtained at any time by request to the Administrator or the Company. 6. Employees of a corporation in the NU system who have been deemed eligible by the Company's Board of Trustees and who are shareholders of record are eligible to join the Plan and may have payroll deductions applied as cash payments. Employees may purchase shares through payroll deductions for accounts on which they are joint tenants, provided that the account is registered in the employee's social security number. Employees who are not shareholders of record may join the Plan by completing an NU Payroll Investment Program Employment Enrollment Form and an NU Payroll Investment Program Deduction Authorization Form and including a check payable to the Administrator in the amount of $30.00, which amount may be changed from time to time at the discretion of the Company's Treasurer to reflect changes in the market price of the Company's common shares. The proceeds of this check will be used to purchase one or more common shares of NU with the next Plan purchase of common shares. The share(s) will be registered as the employee has instructed, thereby qualifying the account for participation in the Plan. 7. An Authorization Form will permit a shareholder to direct the Administrator to invest in additional common shares (1) dividends on all or a portion of the shares registered in the shareholder's own name and held by the shareholder, as well as all dividends on shares credited to the shareholder's account under the Plan, and/or (2) any cash payments made by the shareholder in amounts not less than $100 per payment or more than $25,000 in any calendar month. However, if the shareholder is an employee of any company in the NU system and makes such payments through payroll deductions, a different minimum amount may be established from time to time by the Company. A shareholder may change the number of shares on which his or her dividends are being reinvested by submitting a later-dated Authorization Form to the Administrator. 8. If an Authorization Form is received by the Administrator on or before the record date for a given dividend payment, then the dividend will be used either to purchase additional common shares for the participant on the open market during the Open Market Investment Period for that dividend payment, or to purchase additional common shares directly from the Company on the next Original Issue Investment Date. If an Authorization Form is received by the Administrator after the record date in a Dividend Payment Month, the dividend payable that month will be paid to the shareholder in cash, and dividends will be reinvested effective with the next dividend payment. Any cash payments received either with the Authorization Form or thereafter will be invested as described in Section 9 below; provided, however, that no interest will be paid on such cash payments held for investment. If a participant changes the number of shares for which dividends are to be reinvested by submitting a later-dated Authorization Form to the Administrator, the change will be honored as of the next record date for payment of dividends. 9. A cash payment must be in United States dollars and may be made by a participant upon enrolling in the Plan by enclosing a check with the Authorization Form. Thereafter, cash payments may be made when accompanied by cash payment forms provided to participants by the Administrator. The same amount of money need not be sent each month, and there is no obligation to make a cash payment each month. The amount invested cannot be less than $100 per payment or more the $25,000 per calendar month; provided, however, if the shareholder is an employee of any company in the NU system and makes such payments through payroll deductions, a different minimum amount may be established by the Company from time to time. The Administrator will apply any cash payments received on or before the last business day of the month toward either the purchase of additional shares on the open market in the Open Market Investment Period commencing that month or the purchase of additional shares directly from the Company on the next month's Original Issue Investment Date. Cash payments received after the last business day of the month will be held by the Administrator until invested with other cash payments received in the following month. 10. On the 25th day of each month the Company will notify the Agent and the Administrator of the Company's decision as to whether the purchases will be on the open market or directly from the Company, and if open market purchases are to be made, the Administrator will notify the Agent of the estimated aggregate amount of dividends and/or cash payments available for the purchase of common shares. If the common shares are to be purchased on the open market, as soon as practicable after the giving of such estimate the Administrator will confirm to the Agent the actual amount available for the purchase. Commencing after the initial notification, the Agent will use all funds available under the Plan to purchase common shares of the Company. The Agent will complete all purchases for the Plan within the Open Market Investment Period. The Agent will accumulate all shares purchased for the Plan in an account in the Plan's name. As soon as practicable after completion of all purchases in an Open Market Investment Period, the Administrator will credit the participants' accounts with the shares purchased as of the Purchase Date. The Agent shall have full discretion as to all matters relating to open market purchases made in connection with the Plan, including determining the number of shares, if any, to be purchased on any day or at any time of the day, the prices paid for such shares, the markets on which such purchases are made, and the persons (including other brokers or dealers) from or through whom such purchases are made. In making such purchases, the Agent shall act entirely independently of the Administrator and the Company and shall not consult with or be directed or influenced by either in any way. The Agent will use its best judgment in connection with all open market purchases made on behalf of the Plan, with the objective of realizing the best purchase prices obtainable for the common shares and maximizing the number of shares that can be purchased on the open market with Plan funds. If the common shares are to be purchased directly from the Company, the Administrator will complete such purchase on the next month's Original Issue Investment Date and will credit the participants' accounts with the shares purchased as of the Purchase Date. 11. For shares purchased on the open market, the price per share of the shares credited to a participant's account (whether through reinvestment of dividends or cash payments) will be the weighted average of the prices paid by the Agent for all shares purchased during the Open Market Investment Period in which the common shares allocated to a participant's account were purchased. The participant's account will be credited with a number of shares, including fractions computed to four decimal places, equal to the total amount invested (through dividends, cash payments, or both) by the participant, divided by the sum of (i) the purchase price per share and (ii) any applicable per share brokerage reimbursement fee and administrative fee, as described more fully in Section 12 hereof. For common shares purchased directly from the Company, the price will be the fair market value of the Company's common shares on the dividend payment date (or, in months during which no dividends are paid, on the last trading day of such month). If the dividend payment date is not a trading day, the purchase price will be equal to the average of the fair market values on the trading days immediately preceding and following the dividend payment date. "Fair market value" is defined for these purposes as the average of the high and low prices for such shares as reported by The Wall Street Journal as Composite Transactions for such date. The participant's account will be credited with a number of shares, including fractions computed to four decimal places, equal to the total amount invested (through dividends and/or cash payments), divided by the purchase price per share. 12. The price for shares purchased or sold by the Agent in the open market will be adjusted to reflect (a) a brokerage reimbursement fee, initially $0.03 per share, which will be paid by the participant to the Administrator to reimburse the Administrator for brokerage fees and commissions charged to the Administrator by the Agent, and (b) an administrative fee, initially $0.02 per share, which will be paid by the participant to the Administrator to offset in part the administrative costs of the Plan. If the Company intends to increase its charges in respect of brokerage reimbursement fees or administrative fees, notice of such increase will be sent to all participants. Charges in respect of brokerage reimbursement fees will be increased only upon the increase of such charges by the Agent and administrative fees will not exceed the actual costs and expenses incurred by the Administrator. Participants who request the Administrator to instruct the Agent to sell any shares in the open market will also pay any transfer taxes or other fees or charges, in addition to brokerage reimbursement and administrative fees. Optional cash payments and cash dividends will be deposited in a Plan account with the Administrator until payment is made to the Agent for shares purchased. Any earnings on funds in this account will be used to defray the administrative costs of the Plan. If the earnings of this account and amounts collected as administrative fees are insufficient, the Company will pay all remaining costs of administration of the Plan. 13. Participants in the Plan will receive statements of account from the Administrator. In addition, each participant will receive, from time to time, a Prospectus relating to the Plan, required income tax information, and the same communications sent to other holders of common shares. 14. Under federal tax laws in effect as of the effective date of this Plan, the fact that dividends are reinvested does not relieve participants of any liability for taxes that may be otherwise payable on such dividends. 15. Certificates for the whole number of common shares purchased by all participants under the Plan will ordinarily be issued in the nominee name of the Administrator, and, unless requested as described in the next paragraph, certificates for common shares purchased under the Plan will not be issued to individual participants. If a participant wishes to be relieved of the necessity of safekeeping his or her certificates for common shares of the Company that are enrolled in the Plan, those certificates may be turned in to the Administrator. All such shares, whether purchased under the Plan or otherwise, will be registered on the Company's books in an account in the name of the Administrator on behalf of each Plan participant. Thus, the total number of shares enrolled under the Plan will be shown on the participant's statement of account. Upon written request, the Administrator will issue certificates for all of the whole shares credited to a participant's account under the Plan, or for any smaller number of whole shares. In such event, any remaining full shares for which certificates are not requested and any fractional shares will continue to be credited to the participant's account under the Plan. Certificates for fractional shares will not be issued. The issuance of certificates to a participant does not automatically terminate the participant's enrollment in the Plan. If a participant who wishes to receive certificates for his shares also wishes to terminate his enrollment in the Plan, the procedures outlined in Section 16 with respect to withdrawal from the Plan must be followed. Unless the withdrawal procedures are followed, dividends will continue to be reinvested on the number of shares that the participant has specified in the participant's most recently filed Authorization Form. 16. In order to withdraw from the Plan, a participant must notify the Administrator in writing that he wishes to withdraw. The notice may also request that the Administrator instruct the Agent to sell all of the participant's shares held by the Administrator or any specified smaller number of whole shares held by the Administrator. If the notice does not specifically request that the Administrator instruct the Agent to sell all or a specified smaller number of whole shares held by the Administrator, the Administrator will process the notice as a request to issue certificates to the participant for all of the whole shares held by the Administrator and to sell any remaining fractional share. When a participant withdraws from the Plan, or if the Company terminates the Plan, (i) the Administrator will issue to the participant a certificate or certificates for the number of whole shares credited to the participant's account under the Plan, less the number of shares, if any, that the participant has requested the Administrator to instruct the Agent to sell on the participant's behalf pursuant to a notice given as described above, (ii) a cash payment will be made to the participant for any fractional share credited to the participant's account under the Plan (see Section 18), and (iii) any optional cash payments from the participant that have not previously been invested will either be returned to the participant or will be invested in accordance with the procedures described in this section. The net proceeds from any requested sale of shares in connection with a withdrawal from the Plan will be sent to the participant in the manner described in Section 19. Because the Plan involves a continuing flow of funds and communications among the Company, the Administrator, the Agent and participants as dividends are processed for payment, optional cash payments are received, available funds are processed for investment, shares are purchased, and are in turn allocated to individual participants, the time within which the Administrator will be able to complete a withdrawal can differ markedly depending on the exact date when it receives a request for withdrawal. If the request to withdraw is received by the Administrator on or before the 10th day of a Dividend Payment Month, or on any day in a month in which dividends are neither to be paid nor to be reinvested, the withdrawal request will be effected within five business days after the Administrator receives the withdrawal request, unless the Administrator receives a new optional cash payment from the requesting participant before the withdrawal has been effected. In that case, the optional cash payment will be invested and the withdrawal will not be effected until after the next statement mailing date for the Purchase Date on which the cash purchase was credited. However, if the request to withdraw is received by the Administrator after the 10th day of a Dividend Payment Month, or in a month in which dividends or optional cash payments from that participant are being invested, the request for withdrawal may be suspended until the dividends payable on the shares credited to the participant's account, together with any optional cash payments, have been invested and the statement of account with respect to that Purchase Date has been mailed. 17. If at any time a participant has no whole shares in an account that is enrolled in the Plan, but only a fractional share, the Company may conclude the cost of administering the Plan with respect to that participant outweighs the benefit to the participant of continuing in the Plan. If the Company makes such a determination, it may give the Administrator written notice to terminate that participant's enrollment in the Plan. The Administrator shall process any such notice of termination as if the participant had requested a withdrawal from the Plan in accordance with Section 16. 18. When a participant withdraws, or is deemed to have withdrawn because of a notice of termination given as described in Section 20, any fractional share remaining in his or her account will be aggregated with other fractional shares then held by the Administrator for sale under the Plan, and will be sold by the Agent in the open market at the market price. The participant will receive his proportionate share of the sales proceeds of such aggregated fractional shares, less any brokerage reimbursement fees and administrative fees (see Section 12), transfer taxes or other fees or charges. 19. If a participant so requests in writing, the Administrator will instruct the Agent to sell all or any smaller number of the whole shares of the participant that are enrolled in the Plan and for which the Administrator is holding the certificate(s). This service is performed by the Administrator as a convenience for participants because of the inherent time delays that sometimes accompany the issuance of certificates to participants (see Section 16). Accordingly, the Administrator will honor such a request to sell shares if it holds the certificates for the requesting participant, but the Administrator is not required to honor requests for sale that accompany the enrollment of a participant in the Plan or that accompany the delivery of certificates to the Administrator. The Agent will ordinarily execute a request for the sale of shares within five trading days after its receipt of the participant's written request from the Administrator. However, in the case of a request to sell all of the participant's shares that is received after the 10th day of a Dividend Payment Month, during an Open Market Investment Period or when the Administrator is holding optional cash payments from the requesting participant that have not yet been invested, the Administrator may first invest the dividends and/or cash payments in new shares and determine the total number of shares held by the participant before executing the sale. The Administrator will mail the proceeds of the sale, less any brokerage reimbursement fees and administrative fees (see Section 12), transfer taxes or other fees within ten business days after the sale of the shares. 20. A participant may change his account registration or consolidate accounts by telephoning the Administrator and requesting transfer instructions. The participant should then mail the required transfer documentation to the Administrator, as the request will not be implemented until the Administrator receives the required transfer documentation. 21. With respect to common share voting, the Company will issue a single proxy card for each account covering the total number of shares enrolled in the Plan under that account, including both the shares registered in the participant's name and held by such person and those shares credited to such account under the Plan and not held by the participant. If the proxy card is returned properly signed and marked for voting, all of such shares will be voted as marked. The total number of such shares held may also be voted in person at a meeting. If a proxy card is returned properly signed but without indicating instructions as to the manner in which shares are to be voted with respect to any item thereon, all of the participant's shares enrolled in the Plan --- those registered in his name and those shares credited to his account --- will be voted in accordance with the recommendations of the Company's management, just as for nonparticipating shareholders who return properly signed proxy cards and do not provide voting instructions. If the proxy card is not returned, or if it is returned unsigned or improperly signed, none of the participant's shares covered by such proxy card will be voted unless the participant votes in person at a meeting. 22. Any stock dividends or split shares distributed by the Company on shares credited to the account of a participant under the Plan will be added to the participant's account. Stock dividends or split shares distributed on shares registered in the name of the participant and held by him will be mailed directly to such participant in the same manner as to shareholders who are not participating in the Plan. 23. A participant's entitlement in any rights offering will be based upon his total holdings in the Plan. Rights will be issued for the number of whole shares only, however, and rights based on a fraction of a share held in a participant's account will be sold for his account and the net proceeds will be invested as a cash payment during the next Open Market Investment Period or as of the next Original Issue Investment Date. 24. In the case of those holders of common shares whose dividends are subject to tax withholding, the amount of the tax to be withheld will be deducted from the dividends prior to reinvestment. The statements confirming purchases made for such participants will indicate the amount of tax withheld. 25. The Company and the Administrator, in administering the Plan, and the Agent, in performing its functions hereunder, will not be liable for any act done in good faith or for any good faith omission to act including, without limitation, any claim of liability arising out of failure to terminate a participant's account upon such participant's death prior to receipt of proper notice in writing of such death, or with respect to the prices at which shares are purchased for the participant's account and the times when such purchases are made with respect to any fluctuation in the market value after purchase or sale of shares. 26. The Company reserves the right to amend, suspend, modify or terminate the Plan at any time. Notice of any such amendment, suspension, modification or termination will be sent to all participants. 27. The officers of the Company are authorized to take such actions to carry out the Plan as may be consistent with its terms and conditions and as may be deemed, by the officer or officers so acting, necessary or desirable. 28. The terms and conditions of the Plan and its operation shall be governed by and construed in accordance with the laws of the State of Connecticut. 29. The Company's obligation to issue common shares under the Plan is subject to having in effect an effective registration statement under the Securities Act of 1933 (the 1933 Act) covering such shares, together with an effective order approving the issuance of such shares under the Public Utility Holding Company Act of 1935 (PUHCA) and any required registrations under the state or "Blue Sky" laws. This Amended and Restated Plan, as authorized by the Company's Board of Trustees on February 27, 1990 and April 26, 1994, shall not become effective until the later of (i) the issuance of an appropriate order under PUHCA and the effectiveness of the Company's post-effective amendment to its registration statement on Form S-3 under the 1933 Act (File No. 33- 34622) and (ii) September 1, 1994 (with respect to optional cash payments received under the Plan) and September 30, 1994 (with respect to dividends payable under the Plan). JPS1/794.5 EX-99 3 EXHIBIT C TO POST-EFFECTIVE AMENDMENT NO. 2 Exhibit C As filed with the Securities and Exchange Commission on July __,1994 Registration No. 33-34622 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________ AMENDMENT NO. 1 (POST-EFFECTIVE AMENDMENT NO. 1) to Form S-3 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 ___________ Northeast Utilities (Exact name of registrant as specified in its charter) Massachusetts 04-214792 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 174 Brush Hill Avenue West Springfield, Massachusetts 01089 413-785-5871 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ___________ BERNARD M. FOX, President NORTHEAST UTILITIES Selden Street Berlin, Connecticut 06037 (203) 665-5000 (Name, address, including zip code, and telephone number, including area code, of agent for service) PROSPECTUS NORTHEAST UTILITIES Dividend Reinvestment Plan __________ The Dividend Reinvestment Plan (the Plan) of Northeast Utilities (the Company or NU) provides holders of its common shares, including its eligible System company employees, with a simple and convenient method of purchasing additional common shares. Any holder of record of common shares of the Company is eligible to join the Plan. Participants in the Plan may invest in additional common shares of the Company in any of the following ways: - by having dividends on all or a portion of their shares automatically reinvested, or - by electing to make additional cash payments, either on a regular basis or from time to time, so long as such payments are at least $100 per payment and do not exceed $25,000 in any calendar month, or - by making such additional cash payments and also reinvesting dividends on all or a portion of their shares. Employees of eligible System companies who are participating in the Plan may arrange to make such additional cash payments through regular payroll deductions. Common shares purchased on behalf of Participants will, at NU's discretion, be previously issued shares purchased on the open market or newly issued shares purchased directly from NU. The method for determining the price of the common shares is set forth in the answer to Question 12 contained in this Prospectus. On April 26, 1994, the NU Board of Trustees authorized amendment of the Plan to provide for (i) the payment by participants of brokerage reimbursement and administrative fees in the event of open market purchases or sales of common shares and (ii) certain administrative changes. These changes are set forth in this Prospectus and are effective for dividends payable on and after September 30, 1994 and for optional cash payments received on and after September 1, 1994. See "The Plan" for the procedure to be followed by existing Plan participants who wish to withdraw from the Plan. This Prospectus should be retained for future reference. __________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. __________ The date of this Prospectus is July __, 1994 No person has been authorized to give any information or to make any representation not contained, or incorporated by reference, in this Prospectus in connection with the offer made by this Prospectus and, if given or made, such information or representation must not be relied upon as having been authorized by the Company. This Prospectus is not an offer to sell or a solicitation of an offer to buy any of the securities offered hereby in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934 (the 1934 Act) and, in accordance therewith, files reports and other information with the Securities and Exchange Commission (the SEC). Information, as of particular dates, concerning Trustees and officers, their remuneration, the principal holders of securities of the Company and any material interest of such persons in transactions with the Company is disclosed in proxy statements distributed to shareholders of the Company and filed with the SEC. Such reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W. Washington, D.C. 20549; 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and Seven World Trade Center, New York, New York 10007. Copies of such material can also be obtained at prescribed rates from the Public Reference Section of the SEC at its principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. The Company's common shares are listed on the New York Stock Exchange, where reports, proxy statements and other information concerning the Company can also be inspected. __________ INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The Company's Annual Report on Form 10-K for the year ended December 31, 1993, its Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 (File No. 1-5324) and its definitive proxy statement dated April 1, 1994, in connection with the annual meeting of the Company's shareholders held on May 24, 1994 have been filed by the Company with the SEC pursuant to the 1934 Act and are hereby incorporated in this Prospectus by reference. All documents filed by the Company pursuant to Sections 13(a) and (c), 14 or 15(d) of the 1934 Act after the date of this Prospectus and prior to the termination of this offering shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus and any amendment or supplement hereto to the extent that a statement contained herein or in any other subsequently filed document, which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus or any such amendment or supplement. Certain information contained in this Prospectus summarizes, is based upon, or refers to, information and financial statements contained in one or more incorporated documents; accordingly, such information contained herein is qualified in its entirety by reference to such documents and should be read in conjunction therewith. The Company will provide without charge to each person to whom a copy of this Prospectus has been delivered, on the request of any such person, a copy of any or all of the documents referred to above which have been or may be incorporated in this Prospectus by reference, other than exhibits to such documents. Written or telephone requests should be directed to Northeast Utilities Service Company, P.O. Box 5006, Hartford, Connecticut 06102-5006, Attention: Shareholder Services (telephone (203) 665-4801). THE COMPANY The Company is a Massachusetts voluntary association organized under a Declaration of Trust dated January 15, 1927. It is not itself an operating company. The Company is the parent company of the Northeast Utilities system (the System). Through four wholly-owned operating subsidiaries of NU - The Connecticut Light and Power Company (CL&P), Public Service Company of New Hampshire (PSNH), Western Massachusetts Electric Company (WMECO) and Holyoke Water Power Company (HWP) - the System furnishes electric service in most of Connecticut (excluding New Haven and Bridgeport and several smaller cities and towns), portions of New Hampshire and much of western Massachusetts. In connection with NU's 1992 acquisition of PSNH, PSNH transferred its interest in the Seabrook nuclear generating facility to North Atlantic Energy Corporation (NAEC), a special purpose subsidiary of NU which sells the capacity and output of that unit to PSNH. Other wholly-owned subsidiaries of the Company provide support services to the System companies. Northeast Utilities Service Company (the Service Company) provides centralized accounting, administrative, data processing, engineering, financial, legal, operational, planning, purchasing and other services to the System companies. Northeast Nuclear Energy Company acts as agent for System companies in constructing and operating nuclear generating facilities, including nuclear control room simulators. North Atlantic Energy Service Corporation acts as agent for the NU system companies and other New England utilities in operating Seabrook. Two other subsidiaries construct, acquire or lease some of the property and facilities used by System companies. The Company has two other subsidiaries, Charter Oak Energy, Inc. (Charter Oak) and HEC Inc. (HEC), which have non-utility businesses. Directly and through subsidiaries, Charter Oak develops and invests in cogeneration, small power production and independent power production facilities. HEC provides energy management services for commercial, industrial and institutional electric customers. The principal executive offices of the Company are located at 174 Brush Hill Avenue, West Springfield, Massachusetts 10189 (telephone (413) 785-5871). The System's general offices and the principal offices of the Service Company are located at Selden Street, Berlin, Connecticut 06037 (telephone (203) 665-5000). For additional information about the Company, see the Company's Annual Report on Form 10-K for the year ended December 31, 1993 and other documents incorporated by reference in this Prospectus. THE PLAN On February 27, 1990 the Company's Board of Trustees authorized the creation of the Plan and provided that common shares purchased for Plan participants would either be issued and outstanding shares acquired on the open market by an independent agent engaged by the Company on behalf of the Plan (the Agent) or would be authorized but unissued shares purchased directly from the Company, in either case, without charge to Plan participants. On April 26, 1994, the Board of Trustees authorized amendment of the Plan to provide for the payment by participants of brokerage reimbursement and administrative fees when purchases and sales of common shares are made in the open market. As described more fully in this Prospectus, brokerage and administrative fees will be added to the price of shares purchased in the open market under the Plan. Pursuant to this authorization, effective for open market purchases using dividends payable on and after September 30, 1994 and for optional cash payments received on and after September 1, 1994, (a) a brokerage reimbursement fee will be paid by the participant to the Administrator of the Plan (as defined below) to reimburse the Administrator for brokerage fees and commissions charged to the Administrator by the Agent and (b) an administrative fee will be paid by the participant to the Administrator to offset in part the Administrator's costs of administering the Plan. The Trustees also authorized certain other administrative changes in the Plan, all of which are summarized in this Prospectus and will be effective in accordance with the dates set forth above. If you are an existing participant in the Plan, you will remain a participant in the Plan until you notify the Administrator in writing that you wish to withdraw. You must notify the Administrator on or before September 10, 1994, if you wish to withdraw from the Plan in time to receive in cash the dividend that is expected on September 30, 1994. USE OF PROCEEDS The Company does not know either the number of shares that will ultimately be purchased under the Plan or the prices at which such shares will be sold. The proceeds from the sale of the additional common shares issued directly from the Company will be added to the general funds of the Company and will be used for any or all of the following purposes: (i) investment in the Company's subsidiaries, through capital contributions or loans, (ii) payment of indebtedness of the Company, (iii) general purposes of the Company, or (iv) temporary investments in short-term high quality securities, pending the use by the Company for the purposes set forth in (i), (ii) or (iii). DESCRIPTION OF THE PLAN Purpose 1. What is the purpose of the Plan? The Plan provides holders of record of the Company's common shares with a simple and convenient method of investing cash dividends and making cash payments to purchase additional common shares. For those shares purchased from the Company and not in the open market, the Company will receive additional equity funds that may be needed. Administration 2. Who administers the Plan for participants? The Company has designated Northeast Utilities Service Company (the Administrator) to administer the Plan for participants, maintain records, send statements of account to participants and perform other duties relating to the Plan. FOR INFORMATION ABOUT THE PLAN The Administrator may be reached during business hours at: 203-665-4801 A toll free number is available on business days for calls between the hours of 10 a.m. and 3 p.m.: 1-800-999-7269 All correspondence concerning the Plan should be addressed to the Administrator: Shareholder Services Northeast Utilities Service Company P.O. Box 5006 Hartford, Connecticut 06102-5006 Please include your account number and telephone number where you can be reached during business hours. Advantages 3. What are the advantages of the Plan? Participants in the Plan may (a) have certain cash dividends on their common shares automatically reinvested, and/or (b) invest by making cash payments (either on a regular basis or from time to time) of at least $100 per payment which do not exceed $25,000 per calendar month, unless the cash is received through payroll deduction, in which case a minimum amount will be periodically set by the Company. A participant choosing to invest cash dividends may specify that dividends on all or a portion of their shares are to be invested. See the answers to Questions 12 and 16 for information about charges to participants in connection with purchases and sales of common shares by the Agent on behalf of participants, and Question 29 for information about certain Federal income tax consequences to participants. Full investment of funds is possible because the Plan permits fractional shares, as well as full shares, to be credited to participants' accounts and dividends on full and fractional shares to be reinvested in additional shares. Participants avoid the cumbersome safekeeping of certificates for shares credited to their accounts under the Plan. Regular statements of account provide simplified record keeping. 4. Who purchases the shares for the Plan? ` The Company has retained the Agent, which at all times will be a member firm of the New York Stock Exchange (NYSE), to make all open market stock purchases necessary to meet the requirements of the Plan. The Administrator will purchase original issue shares directly from the Company. Eligibility 5. Who is eligible to participate? All holders of record of common shares, including employees of System companies, are entitled to participate in the Plan. In order to participate, beneficial owners of common shares of the Company whose shares are registered in names other than their own (such as the name of a broker or bank nominee) must become shareholders of record by having their shares transferred into their own names. Participation by Shareholders and Employees 6. How do shareholders and employees participate? A holder of record of common shares may join the Plan by completing an Authorization Form, signing it and returning it to the Administrator. Authorization Forms may be obtained at any time by telephoning the Administrator. A participant continues automatically in the Plan until he or she notifies the Administrator in writing that he or she wishes to withdraw (see Questions 22-26). Employees of System companies which have been deemed eligible by the Company's Board of Trustees may arrange to make cash payments through regular payroll deductions for their own accounts or for accounts on which they are joint tenants, provided that the joint tenancy account is registered in the employee's social security number. Employees who are not shareholders of record may join the Plan by including with the required Employee Authorization Form and Payroll Deduction Authorization Form a check payable to Northeast Utilities Service Company in the amount of $30. (This amount may be changed from time to time at the discretion of the Company's Treasurer to reflect changes in the market price of the Company's common shares.) The proceeds of the check will be used to purchase one or more common shares of NU with the next Plan purchase of common shares. Other details of employees' participation in the Plan through payroll deductions are given in supplementary materials available from the Company. 7. When may a shareholder join the Plan? A shareholder may submit a signed Authorization Form to the Administrator at any time. However, to have dividends reinvested for a given dividend payment (dividends are normally paid on the last business day of March, June, September and during the last week of December), the Authorization Form must be received on or before the record date for that dividend. Normally, the record date for dividends is the first day of the month in which dividends are paid. If the Authorization Form is received by the Administrator after the record date of the month in which dividends are to be paid, the shareholder's reinvestment of dividends will not start until payment of the next dividend. For example, in order to invest a quarterly dividend expected to be payable on December 30, a shareholder's Authorization Form must be received by the Administrator on or before December 1. If the Authorization Form is received after December 1, the dividend payable on December 30 will be paid in cash and the shareholder's participation in the Plan will commence with the next dividend payment date (expected to be March 31). 8. What does the Authorization Form provide? The Authorization Form permits a shareholder to direct the Administrator to invest in additional common shares (i) cash dividends on all or a portion of the shares registered in the shareholder's own name as well as on shares credited to the shareholder's account under the Plan, and/or (ii) any cash payments that are made, subject to the dollar limits of the Plan. 9. How does a participant change the number of shares on which dividends are to be reinvested, or change from dividend reinvestment to cash payment only (or the reverse)? A participant must telephone the Administrator at the number specified in Question 2 and request a new Authorization Form, which the participant should complete with the changed information and return to the Administrator. Changes will be processed as set forth in the answer to Question 7. Purchases 10. How many common shares will be purchased for a participant? The number of shares to be purchased depends on the amount of the participant's dividends and cash payments and the price of the common shares. The participant's account will be credited with a number of shares, including fractions computed to four decimal places, equal to the total amount invested divided by the purchase price for the shares, determined as described in the answer to Question 12. 11. How will the shares be purchased? On the 25th day of each month (or if such day falls on a Saturday, Sunday or a day on which the NYSE is not open for trading, on the next following day on which the NYSE is open for trading), the Company will notify the Agent and the Administrator of the Company's decision concerning whether purchases will be on the open market or directly from the Company, and if open market purchases are to be made, the Administrator will notify the Agent of the estimated aggregate amount of dividends and/or cash payments available for the purchase of common shares of the Company. If the common shares are to be purchased on the open market, the Administrator will confirm to the Agent, as soon as practicable after the giving of such estimate, the actual amount available for the purchase of common shares. Commencing after the initial notification, the Agent will use all funds available under the Plan to purchase common shares of the Company. The Agent will complete all purchases for the Plan within the period ending 20 days after first receiving notification of the estimated aggregate amount of dividends and optional cash payments available for investment (the Open Market Investment Period). The Agent will accumulate all shares purchased for the Plan in an account in the Plan's name. As soon as practicable after completion of all purchases in an Open Market Investment Period, the Administrator will credit the participants' accounts with the shares purchased as of the Purchase Date. See Question 12 for information on the price of shares credited to a participant's account. The Agent will have full discretion as to all matters relating to such purchases, including determining the number of shares, if any, to be purchased on any day or at any time of that day, the prices paid for such shares, the markets on which such purchases are made, and the persons (including other brokers and dealers) from or through whom such purchases are made. In making such purchases, the Agent will act entirely independently of the Administrator and the Company and will not consult with or be directed or influenced by either in any way. The Agent will use its best judgment in connection with all purchases made on behalf of the Plan, with the objective of realizing the best purchase prices obtainable for the common shares and maximizing the number of shares that can be purchased with Plan funds. If the common shares are to be purchased directly from the Company, the Administrator will complete such purchases on the Original Issue Investment Date, which will be the second day of each month, unless such date falls on a Saturday, Sunday or other day on which the Administrator of the Plan is closed for business, in which case the Original Issue Investment Date is the next succeeding business day. For both open market purchases and purchases directly from the Company, the purchase date (Purchase Date) is the date on which shares will be credited to a participant's account. For reinvested dividends the Purchase Date will be the second day of the month following the dividend payment month and for optional cash payments it will be the second day of the month following the receipt of optional cash by the Company, unless either of such dates falls on a Saturday, Sunday or other day on which the Administrator of the Plan is closed for business, in which case the Purchase Date will be the next succeeding business day. 12. What will be the price of the shares credited to a participant's account under the Plan? For shares purchased on the open market, the price per share of the shares credited to a participant's account (whether through reinvestment of dividends or cash payments) will be the weighted average of the prices paid by the Agent for all shares purchased during the Open Market Investment Period in which the common shares allocated to a participant's account were purchased. The purchase price will be adjusted to reflect (a) a brokerage reimbursement fee, initially $0.03 per share, which will be paid to the Administrator to reimburse the Administrator for brokerage fees and commissions charged to the Administrator by the Agent and (b) an administrative fee, initially $0.02 per share, which will be paid to the Administrator to offset the administrative costs of the Plan. Participants will receive advance notice of any change in such fees. Brokerage reimbursement fees will be increased only upon the increase of such charges by the Agent and administrative fees will not exceed the actual costs and expenses incurred by the Administrator. For common shares purchased directly from the Company (whether through reinvestment of dividends or cash payments) the price shall be the fair market value of the Company's common shares on the dividend payment date (or, in months during which no dividends are paid, on the last trading day of such month). If the dividend payment date is not a trading day, the purchase price will be equal to the average of the fair market values on the trading days immediately preceding and following the dividend payment date. "Fair market value" is defined for these purposes as the average of the high and low prices for such shares as reported by the Wall Street Journal as Composite Transactions for such date. No brokerage reimbursement or administrative fees are charged for common shares purchased directly from the Company. For both open market and original issue purchases, each participant's account will be credited with a number of shares, including fractions computed to four decimal places, equal to the total amount invested (through dividends, cash payments, or both) by the participant, divided by the sum of (i) the purchase price per share and (ii) any applicable per share brokerage reimbursement fee and administrative fee, as described above. Cash Payments 13. How do optional cash payments work? The Administrator will apply any optional cash payments received on or before the last business day of a month towards either the purchase of additional shares on the open market in the Open Market Investment Period commencing that month or towards the purchase of additional shares directly from the Company on the next month's Original Issue Investment Date. In either case, shares will be credited to the participant's account on the Purchase Date, as defined in Question 11. 14. What happens to an optional cash payment if it is received after the last business day of the month? Cash payments received after the last business day of a month will be held by the Administrator and invested with the following month's investment of cash payments. If the last day of a month is not a business day, payments received that day will be treated as having been received on the first business day of the following month. No interest will be paid by the Company, the Administrator or the Agent on cash payments. 15. How are cash payments made? More than one cash payment may be made in any month but the minimum payment is $100 and the aggregate of such payments may not be more than $25,000 in any calendar month. However, any employee of an NU system company who makes payments through payroll deduction may make payments smaller than the minimum $100 in such amounts as are periodically established by the Company. All cash payments will be acknowledged by a receipt sent by the Administrator. Any amounts cumulatively in excess of $25,000 per month will be returned to the participant. A cash payment may be made by a participant upon enrolling in the Plan by enclosing with the Authorization Form a check or money order in United States dollars payable to Northeast Utilities Service Company (or its successor as Administrator). Thereafter, this type of investment may be made through the use of cash payment forms which are attached to the receipts and statements of account sent to participants by the Administrator. The same amount of money need not be invested, and there is no obligation to make a cash payment each month. Costs 16. Are there any expenses to participants in connection with purchases or sales under the Plan? The price for shares purchased or sold by the Agent in the open market will be adjusted to reflect (a) a brokerage reimbursement fee, initially $0.03 per share, which will be paid by the participant to the Administrator to reimburse the Administrator for brokerage fees and commissions charged to the Administrator by the Agent, and (b) an administrative fee, initially $0.02 per share, which will be paid by the participant to the Administrator to offset in part the administrative costs of the Plan. If the Company intends to increase its charges in respect of brokerage reimbursement fees or administrative fees, notice of such increase will be sent to all participants. Charges in respect of brokerage reimbursement fees will be increased only upon the increase of such charges by the Agent and administrative fees will not exceed the actual costs and expenses incurred by the Administrator. Participants who request the Administrator to instruct the Agent to sell any shares in the open market will also pay any transfer taxes or other fees or charges, in addition to brokerage reimbursement and administrative fees. Optional cash payments and cash dividends will be deposited in a Plan account with the Administrator until payment is made to the Agent for shares purchased. Any earnings on funds in this account will be used to defray the administrative costs of the Plan. All additional costs beyond the earnings in this account and amounts collected as brokerage reimbursement and administrative fees will be paid by the Company. Reports to Participants 17. What kind of reports will be sent to participants in the Plan? Each participant in the Plan will be sent a monthly statement of account setting forth the number of shares of the Company credited to the participant's account on the Purchase Date for that month and the price charged to the participant for such shares. If there is no activity on a participant's account, no statement will be sent. These statements are a participant's continuing record of the cost of the participant's shares and should be retained permanently for income tax purposes. In addition, each participant will receive the most recent Prospectus relating to the Plan and copies of the same communications sent to other holders of common shares, including the Company's interim reports, annual report, notice of annual meeting and proxy statement. Participants will also receive required income tax information. 18. What happens if a participant loses a monthly statement and wishes to obtain this information? It is the responsibility of each participant to maintain personal records for Plan participation. If a participant loses this information, the participant may request that the Administrator furnish the information to the participant by writing to the Administrator at the address listed in Question 2 and stating the exact information needed. The Administrator may, at its discretion, charge a fee to the requestor for researching information older than two calendar years prior to the date of request. Dividends on Fractional Shares 19. Will participants be credited with dividends on fractional shares? Yes. Dividends will be paid on full shares and any fraction of a share credited to a participant's account. Certificates for Shares 20. Will certificates be issued for common shares purchased under the Plan? Normally, certificates will not be issued to participants for common shares purchased under the Plan. In addition, if a participant wishes to be relieved of the necessity of safekeeping his or her other certificates for common shares of the Company that are enrolled in the Plan, those certificates may be turned in to the Administrator. All such shares, whether purchased under the Plan or otherwise, will be registered on the Administrator's books in an account in the name of the Administrator on behalf of Plan participants. After each dividend reinvestment, participants will receive a statement of account from the Administrator showing the number of shares for which the certificates are held by the participant, and the number of whole and fractional shares credited to the participant's account with the Administrator for which certificates are not held by the participant. This service protects against loss, theft or destruction of share certificates. Upon written request, the Administrator will issue certificates to a participant for all of the whole shares credited to a participant's account under the Plan, or for any smaller number of whole shares. Such a request should be mailed to the Administrator at the address listed in the answer to Question 2. Any remaining whole shares for which certificates are not requested and issued, and any fractional shares, will continue to be registered in the Administrator's name and credited to the participant's account under the Plan. Certificates for fractional shares will not be issued under any circumstances. Issuing certificates to a participant does not automatically terminate the participant's enrollment in the Plan. Any participant who wishes to receive certificates and also wishes to terminate enrollment in the Plan should follow the procedures outlined in the answer to Question 22 with respect to withdrawal from the Plan. Unless the withdrawal procedures are followed, reinvestment of dividends will continue as previously specified by the participant. See the answer to Question 24 for information about processing requirements that may delay the issuance of certificates if requests are received at certain times, and for information about the issuance of certificates in connection with a participant's withdrawal from the Plan. 21. In whose name will certificates be registered when issued? Accounts under the Plan are maintained in the names in which the certificates of participants were registered at the time they entered the Plan, unless the Administrator has been notified of a change in the registration, as described in the answer to Question 28. Consequently, certificates for whole shares will be similarly registered when issued. Withdrawal 22. How does a participant withdraw from the Plan? To withdraw from the Plan, a participant must notify the Administrator in writing that he or she wishes to withdraw. Such notice should be sent to the address indicated in the answer to Question 2. The notice may also request that the Administrator sell all of the participant's shares held by the Administrator or any specified smaller number of whole shares held by the Administrator. If the notice does not specifically request that the Administrator sell all or a specified smaller number of whole shares held by the Administrator, the Administrator will process the notice as a request to issue certificates to the participant for all of the whole shares held by the Administrator and to sell fractions of shares. 23. What happens when a participant withdraws from the Plan? When a participant withdraws from the Plan, or if the Company terminates the Plan, (i) the Administrator will issue to the participant a certificate or certificates for the number of whole shares credited to the participant's account under the Plan, less the number of shares, if any, that the participant has requested the Administrator to instruct the Agent to sell on his behalf pursuant to a notice given as described in the answer to Question 22, (ii) a cash payment will be made to the participant for any fractional shares credited to the participant's account under the Plan (see Question 26), and (iii) any optional cash payments from the participant that have not previously been invested will either be returned to the participant or will be invested in accordance with the procedures described in the answer to Question 24. The net proceeds from any requested sale of shares in connection with a withdrawal from the Plan will be sent to the participant in the manner described in the answer to Question 27. 24. When will the withdrawal be effective? Because the Plan involves a continuing flow of funds and communications among the Company, the Administrator, the Agent and participants as dividends are processed for payment, optional cash payments are received, available funds are processed for investment, shares are purchased, and are in turn allocated to individual participants, the time within which the Administrator will be able to complete a withdrawal can differ markedly depending on the exact date when it receives a request for withdrawal. If the request to withdraw is received by the Administrator on or before the 10th day of a month in which dividends are to be paid, or on any day in a month in which dividends are neither to be paid nor to be reinvested, the withdrawal request will be effected within five business days after the Administrator receives the withdrawal request unless the Administrator receives a new optional cash payment from the requesting participant before the withdrawal has been effected. In that case, the optional cash payment will be invested and the withdrawal will not be effected until after the next statement mailing date for the Original Issue Investment Date or Open Market Investment Period in which the cash payment is invested. However, if the request to withdraw is received by the Administrator in a month in which dividends are to be paid, but after the 10th day of that month, or in a month in which dividends or optional cash payments from that participant are being invested, the request for withdrawal may be suspended until the dividends payable on the shares credited to the participant's account, together with any optional cash payments, have been invested and the statement of account has been mailed. Accordingly, because of the difficulties inherent in the Administrator's processing a large volume of transactions in months in which dividends are to be paid, the Administrator may not be able to honor promptly a participant's request to withdraw or a request for the issuance of certificates for all of the participant's shares if the request is received after the 10th day of the month in which dividends are to be paid and before the next statement mailing date for that Purchase Date. If a request for withdrawal is received in that period, lengthy delays may result. For that reason, participants who feel they may require immediate access to their share certificates may wish to retain the certificates for their shares rather than turning them in to the Administrator. Any such participant should also periodically request that certificates for additional shares acquired under the Plan be issued to him or her directly, rather than having such shares credited to his or her account on the Administrator's books. If a participant who is not holding certificates for shares enrolled in the Plan encounters a sudden need to sell those shares, and cannot wait the duration ordinarily required for a withdrawal, that participant may request in writing that the Administrator sell, in the manner described in the answer to Question 27, the number of whole shares shown on the participant's most recent statement of account. 25. May the Company terminate a participant's enrollment in the Plan? If at any time a participant has no whole shares in an account that is enrolled in the Plan, but only fractional shares, the Company may conclude the cost of administering the Plan with respect to that participant outweighs the benefit to the participant of continuing in the Plan. If the Company makes such a determination, it may give the Administrator written notice to terminate that participant's enrollment in the Plan. The Administrator shall process any such notice of termination as if the participant had requested a withdrawal from the Plan in accordance with the answers to Questions 22 through 24. 26. What happens to fractional shares when participants withdraw or are terminated from the Plan? When a participant withdraws, or is deemed to have withdrawn because of a notice of termination given as described in the answer to Question 25, any fractional shares remaining in the participant's account will be aggregated with other fractional shares then held by the Administrator for sale under the Plan, and will be sold by the Agent in the open market at the market price in accordance with the procedure outlined in Question 27. The participant will receive his or her proportionate share of the sales proceeds of such aggregated fractional shares, less any related brokerage reimbursement and administrative fees (as described in Question 12), transfer taxes or other fees or charges. Sale of Shares 27. May a participant ask the Administrator to sell shares enrolled in the Plan? If a participant so requests in writing, the Administrator will direct the Agent to sell all or any smaller number of the whole shares of the participant that are enrolled in the Plan and for which the Administrator is holding the certificates. This service is performed by the Administrator as a convenience for participants because of the inherent time delays that sometimes accompany the issuance of certificates to participants (see the answer to Question 24). Accordingly, the Administrator will honor such a request to sell shares if it holds the certificates for the requesting participant, but the Administrator is not required to honor requests for sale that accompany the enrollment of a participant in the Plan or that accompany the delivery of certificates to the Administrator. The Administrator will ordinarily execute a request for the sale of shares within five trading days after its receipt of the participant's written request. However, in the case of a request to sell all of the participant's shares that is received after the 10th day of a month in which dividends are to be paid or when the Administrator is holding optional cash payments from the requesting participant that have not yet been invested, the Administrator may first invest the dividends and/or cash payments in new shares before executing the sale. The Administrator will mail the proceeds of the sale, less any related brokerage fees and commissions, transfer taxes or other fees within ten business days after the sale of the shares. Account Changes 28. How may a participant change the registration or consolidate his accounts within the Plan? A participant may change his account registration or consolidate accounts by telephoning the Administrator and requesting transfer instructions. The participant should then mail the required transfer documentation to the Administrator. Federal Income Taxes 29. What are the federal income tax consequences of participation in the Plan? The following discussion of federal income tax consequences of participation in the Plan is based on the tax laws in effect on July 1, 1994. The following discussion is provided for purposes of general information only. Participants are strongly advised to consult their own tax advisors to determine how the Federal income and other tax laws apply to their own situation. Under current law, a participant whose dividends are reinvested in shares purchased in open market transactions will be treated as having received a dividend in an amount equal to the cash dividend paid by the Company. If the shares are purchased from the Company with reinvested dividends, a participant in the Plan will be treated as having received a dividend in an amount equal to the fair market value of such shares on the dividend payment date plus any tax withheld prior to reinvestment. For purposes of this paragraph, the "fair market value" of shares on any date will be the average of the high and low prices of the shares reported in the Wall Street Journal as Composite Transactions for such date, or if the shares are not traded on the dividend payment date, the "fair market value" will be the average of the high and low sale prices on the trading days immediately preceding and following the dividend payment date. The tax basis of shares purchased in a particular Plan transaction will equal (a) in the case of shares purchased with reinvested dividends, the amount treated as a dividend less any applicable tax withheld and administrative fee or (b) in the case of shares purchased with optional cash payments, the investment amount less any applicable administrative fee. Subject to the limitations contained in the Internal Revenue Code, the administrative fee incurred by a participant in open market transactions may be deductible by participants who itemize deductions. A participant will not realize any federal taxable income when receiving certificates for whole shares credited to the participant's account under the Plan. However, a withdrawing participant receiving a cash payment for a fractional share credited to the participant's account may realize gain or loss with respect to the fractional share. A participant may also realize gain or loss when whole shares are sold, either by the Agent pursuant to the participant's request or by the participant when selling after withdrawal from the Plan (see Questions 22-27). The amount of gain or loss recognized by a participant when shares are sold will be the difference between the amount realized by the participant and the tax basis for the shares sold. For shares sold in open market transactions by the Agent pursuant to the participant's request, the amount realized by a participant on the sale will be the net proceeds of the sale plus the administrative fee. Other Information 30. What provision is made for shareholders whose dividends are subject to income tax withholding? If a holder of common shares is subject to tax withholding, the amount of the tax to be withheld will be deducted from the dividends prior to reinvestment. The statements confirming purchases made for such participants will indicate the amount of the tax withheld. 31. If the Company has a rights offering, how would a participant's entitlement be computed? A participant's entitlement in a rights offering would be based upon the participant's total holdings - just as dividends are computed each quarter. Rights would be issued for the number of whole shares only, however, and rights based on a fraction of a share held in a participant's account would be sold for the participant's account and the net proceeds would be invested as a cash payment as of the next Investment Period. 32. What happens if the Company issues a stock dividend or declares a stock split? Any stock dividends or split shares distributed by the Company on shares credited to the account of a participant under the Plan would be added to the participant's account. Stock dividends or split shares distributed on shares registered in the name of the participant would be mailed directly to such participant in the same manner as to shareholders who are not participating in the Plan. 33. How will a participant's shares be voted at meetings of shareholders? Each participant will receive a single proxy card covering the total number of shares held - both the shares registered in the participant's name and those credited to his or her account under the Plan. If the proxy card is returned properly signed and marked for voting, all of such shares will be voted as marked. The total number of shares held may also be voted in person at the meeting. If a proxy card is returned properly signed but without indicating instructions as to the manner shares are to be voted with respect to any item, all of the participant's shares - those registered in his name and those credited to his account - will be voted in accordance with the recommendations of the Company's management, just as for non-participating shareholders who return properly signed proxy cards and do not provide voting instructions. If the proxy card is not returned, or if it is returned unsigned or improperly signed, none of the participant's shares covered by such proxy card will be voted unless the participant votes in person at the meeting. 34. What are the responsibilities of the Company, the Administrator and the Agent under the Plan? The Company, the Administrator in administering the Plan and the Agent in performing its functions under the Plan will not be liable for any act done in good faith or for any good faith omission to act including, without limitation, any claim of liability arising out of failure to terminate a participant's account upon such participant's death prior to receipt of proper notice in writing of such death, or with respect to the prices at which shares are purchased for the participant's account and the times when such purchases are made, or with respect to any fluctuation in the market value after purchase or sale of shares. Participants should recognize that the Company cannot assure them of a profit or protect them against a loss on the shares purchased by them under the Plan. 35. May the Plan be changed or discontinued? The Company reserves the right to suspend or terminate the Plan at any time and, subject to any required approval of the SEC, reserves the right to modify or amend the Plan at any time. Notice of any such modification, amendment, suspension or termination will be sent to all participants. The Agent and the Administrator reserve the right to resign at any time upon 90 days written notice to the Company. DESCRIPTION OF COMMON SHARES Voting Rights Holders of common shares of the Company are entitled to one vote per share, to receive such dividends as the Board of Trustees may from time to time declare and, on liquidation, to share pro rata in the net assets remaining after payment of creditors. Holders of common shares have no cumulative voting rights, so that holders of a majority of the outstanding common shares at any annual meeting of shareholders may elect all of the Trustees, if they choose to do so, and, in such event, the holders of the remaining less than 50 percent of the shares voting for election of Trustees will not be able to elect any person or persons to the Board of Trustees. Preemptive Rights Common shares, and securities convertible into common shares, which are issued in a public offering or to or through underwriters who have agreed to make a public offering of such common shares, or convertible securities, are not subject to preemptive rights. Preemptive rights do not apply to the issue of common shares, or the grant of rights or options on such shares, to Trustees, officers or employees, as such, of the Company or of a subsidiary of the Company, if the issue or grant is approved by the Company's shareholders or is authorized by and consistent with a plan approved by the Company's shareholders. Subject only to the foregoing exceptions and to certain other exceptions of minor significance, holders of common shares have preemptive rights to subscribe to future issues of common shares issued for cash and to future issues for cash of securities convertible into common shares. Redemption Provisions There are no conversion, redemption or sinking fund provisions pertaining to the common shares. Holders of outstanding common shares have no liability to the Company for future calls or assessments. Dividends SEC rules under the Public Utility Holding Company Act of 1935 require that dividends on NU's shares be based on the amounts of dividends received from subsidiaries, not on the undistributed retained earnings of subsidiaries. The SEC's order approving NU's acquisition of PSNH under the 1935 Act approved NU's request for a waiver of this requirement through June 1997. PSNH and NAEC were effectively prohibited from paying dividends to NU through May 1993. Through the remainder of 1993 and in 1994 through the date of this Prospectus, PSNH and NAEC have not paid dividends to NU to permit them to build up the common equity portion of their capitalizations. Until PSNH and NAEC begin to fund a part of NU's dividend requirements, NU expects to fund that portion of its dividend requirements with the proceeds of borrowings. The Company is dependent on the earnings of, and dividends received from, its subsidiaries to meet its own financial requirements, including the payment of dividends on the Company's common shares. At the current indicated annual dividend of $1.76 per share, the Company's aggregate annual dividends on common shares outstanding at June 30, 1994 would be approximately $236.2 million. Dividends are payable on common shares only if, and in the amounts, declared by the Company's Board of Trustees. Dividends have customarily been paid on the last business day of March, June and September and during the last week of December, to holders of record as of the first day of such months. The supplemental indentures under which CL&P's and WMECO's first mortgage bonds and the indenture under which PSNH's first mortgage bonds have been issued limit the amount of cash dividends and other distributions these companies can make to the Company out of their retained earnings. As of March 31, 1994, CL&P had $233.54 million, PSNH had $81.8 million and WMECO had $31.73 million of unrestricted retained earnings. PSNH's preferred stock provisions also limit the amount of cash dividends and other distributions PSNH can make to NU if after taking the dividend or other distribution into account, PSNH's common stock equity is less than 25 percent of total capitalization. The indenture under which NAEC's Series A Bonds have been issued also limits the amount of cash dividends or distributions NAEC can make to NU to retained earnings plus $10 million. At March 31, 1994, $55.34 million was available to be paid under this provision. See the Company's Annual Report on Form 10-K for the year ended December 31, 1993, incorporated by reference herein, under "Item 1. Business - Financing Program - Financing Limitations," for additional information concerning financing limitations on the Company and its subsidiaries. General The Board of Trustees of the Company is authorized to issue all of the authorized and unissued common shares of the Company without further authorization by the shareholders at any time and from time to time for cash, property or services, as a distribution to shareholders, and in connection with any employee benefit plans, as the Trustees may determine. Outstanding common shares of the Company, and the shares being issued by the Company pursuant to the Plan, are listed on the New York Stock Exchange. Northeast Utilities Service Company, Selden Street, Berlin, Connecticut, and State Street Bank and Trust Company, Boston, Massachusetts, are Transfer Agents and Registrars for common shares of the Company. The Company is an unincorporated voluntary association organized in 1927 under the laws of Massachusetts. In some cases, the Massachusetts courts have held that an entity which purported to be a voluntary association was a partnership and that the shareholders were liable as partners. However, Messrs. Peabody & Brown are of the opinion that the Company is a trust and not a partnership and that its shareholders have no personal liability under the laws of Massachusetts by reason of their ownership of the Company's common shares. The Company understands that a few jurisdictions do not recognize voluntary associations of this nature. However, it considers the possibility of any liability of a shareholder to be remote because (a) the Company's Declaration of Trust expressly disclaims liability of a shareholder under any contract, obligation or undertaking, (b) the Company does not operate physical properties, (c) tax liabilities have always been adequately covered, and (d) the Company's Declaration of Trust provides for indemnification out of the trust property for any shareholder held personally liable for the liabilities of the Company. LEGAL OPINIONS AND EXPERTS The legality of the common shares offered hereby will be passed upon for the Company by Jeffrey C. Miller, Esq., Assistant General Counsel of Northeast Utilities Service Company. Mr. Miller will rely as to certain matters of Massachusetts law on the opinion of Messrs. Peabody & Brown, 101 Federal Street, Boston, Massachusetts. Mr. Miller will also provide an opinion regarding tax matters. The Company's audited financial statements and schedules related thereto, incorporated by reference in this Prospectus, have been audited by Arthur Andersen & Co., independent public accountants, as indicated in their reports with respect thereto, which have also been incorporated by reference herein, in reliance upon the authority of said firm as experts in accounting and auditing in giving said reports. With respect to unaudited interim financial information that becomes available before the termination of the offering of the common shares and which will be subsequently filed by the Company and incorporated by reference in this registration statement, Arthur Andersen & Co. may apply limited procedures in accordance with professional standards for a review of that information. However, their separate reports thereon will state that they do not express an opinion on that interim financial information. Accordingly, the degree of reliance on their reports on that information should be restricted in light of the limited nature of the review procedures applied. In addition, Arthur Andersen & Co., as independent public accountants, are not subject to the liability provisions of Section 11 of the Securities Act of 1933 (the Act) for their reports on the unaudited interim financial information because such reports are not "reports" or a part of the registration statement prepared or certified by Arthur Andersen & Co. within the meaning of Sections 7 and 11 of the Act. INDEMNIFICATION OF TRUSTEES AND OFFICERS Article 34 of the Company's Declaration of Trust provides that Trustees and officers are entitled to indemnification from the Company against loss, liability or expense imposed on or incurred by them in connection with proceedings resulting from their official positions, on the terms and conditions therein provided. The Declaration of Trust is filed as an exhibit to the registration statement of which this Prospectus is a part. Article 34 thereof is hereby incorporated by reference in this Prospectus. This summary is qualified in its entirety by reference to the provisions of Article 34. Directors and officers insurance is also provided. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to Trustees, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable. The Declaration of Trust of the Company provides that no shareholder of the Company shall be held to any liability whatever for the payment of any sum of money, or for damages or otherwise under any contract, obligation or undertaking made, entered into or issued by the Trustees of the Company or by any officer, agent or representative elected or appointed by the Trustees and no such contract, obligation or undertaking shall be enforceable against the Trustees or any of them in their or his individual capacities or capacity and all such contracts, obligations and undertakings shall be enforceable only against the Trustees as such, and every person, firm, association, trust and corporation having any claim or demand arising out of any such contract, obligation or undertaking shall look only to the trust estate for the payment or satisfaction thereof. PART II. INFORMATION NOT REQUIRED IN PROSPECTUS Item 16. Exhibits The documents referred to below with asterisks are incorporated by reference to the files of the Securities and Exchange Commission. Exhibit No. Description 5.1 - Opinion of Jeffrey C. Miller, Esq., Assistant General Counsel of Northeast Utilities Service Company, as to the legality of the Stock, including consent of such counsel (revised). 5.2 - Opinion and consent of Messrs. Peabody & Brown (revised). SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Berlin, and State of Connecticut, on this ____ day of ________, 1994. NORTHEAST UTILITIES By __________________________ John B. Keane Vice President and Treasurer Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date - --------------------------------------------------------------------------- _____________________________ Trustee, President and ) Bernard M. Fox Chief Executive Officer ) Principal Executive Officer ) ) ) _____________________________ Executive Vice President ) Robert E. Busch and Chief Financial Officer ) Principal Financial Officer ) ) ) _____________________________ Vice President and ) John W. Noyes Controller ) Principal Accounting Officer ) ) ) _____________________________ Chairman ) William B. Ellis ) ) _____________________________ Trustee ) Cotton M. Cleveland ) ) ) _____________________________ Trustee ) George David ) ) _____________________________ Trustee )By___________ Donald J. Donahue )John B. Keane )Attorney-in-fact )________, 1994 _____________________________ Trustee ) Eugene D. Jones ) ) ) _____________________________ Trustee ) Gaynor N. Kelley ) ) ) _____________________________ Trustee ) Elizabeth T. Kennan ) ) ) _____________________________ Trustee ) Denham C. Lunt, Jr. ) ) ) _____________________________ Trustee ) William J. Pape II ) ) ) _____________________________ Trustee ) Robert E. Patricelli ) ) ) _____________________________ Trustee ) Norman C. Rasmussen ) _____________________________ Trustee John F. Swope JPS1/794.4 -----END PRIVACY-ENHANCED MESSAGE-----