-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H89KDETLoFwMVLiq9aWlZ7vmONn/dBBPSRcMdSqrEPIZ97V5hska/5lctp0EWmj/ tOYLD/zF/tgVYHv4OGYDlQ== 0000072741-95-000053.txt : 19951002 0000072741-95-000053.hdr.sgml : 19951002 ACCESSION NUMBER: 0000072741-95-000053 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950928 EFFECTIVENESS DATE: 19951017 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHEAST UTILITIES CENTRAL INDEX KEY: 0000072741 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 042147929 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-63023 FILM NUMBER: 95576932 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 S-8 1 S-8 - NORTHEAST UTILITIES Registration No. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 Northeast Utilities (Exact name of registrant as specified in its charter) Massachusetts 04-2147929 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 174 Brush Hill Avenue West Springfield, Massachusetts 01089 (Address of Principal Executive Offices) (Zip Code) Northeast Utilities Service Company Supplemental Retirement and Savings Plan (Full Title of the Plan) ROBERT E. BUSCH Executive Vice President and Chief Financial Officer 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) Calculation of Registration Fee Proposed Proposed Title of Amount maximum maximum Amount securities to be offering aggregate of registered registered price per offering registration (1) unit (2) price fee (3) Common 5,000,000 $23.8125 $119,062,500.00 $41,056.03 Shares, par value $5.00 1. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be sold or offered pursuant to the employee benefit plan(s) described herein. 2. Represents the fair market value of the common shares on September 21, 1995, based on the average of the high and low sale price reported by the Wall Street Journal as Composite Transactions for such date. 3. 1/29 of 1% of the maximum aggregate offering price. INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8 Generation Instruction E Information This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of Northeast Utilities (the Registrant) on Form S-8 relating to the same employee benefit plan is effective. The contents of the following Registration Statement on Form S-8 of the Registrant filed with the Securities and Exchange Commission is hereby incorporated by reference: File No. 33-44814, as amended. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT. Item 3. Incorporation of Documents by Reference. The following documents are incorporated by reference in this registration statement: (a)(1) Annual Report on Form 10-K of Northeast Utilities for the year ended December 31, 1994 (File No. 1-5324) (a)(2) Annual Report on Form 11-K of the Northeast Utilities Service Company Supplemental Retirement and Savings Plan for the year ended December 31, 1994 (File No. 2-93530) (b)(1) Quarterly Reports on Form 10-Q of Northeast Utilities, as amended, for the quarters ended March 31, 1995 and June 30, 1995 (File No. 1-5324) (c) Description of Common Shares, $5.00 par value, of Northeast Utilities contained in Amendment No. 1 (Post- Effective Amendment No. 1) to Registration Statement on Form S-3 (File No. 33-34622) and all documents subsequently filed by Northeast Utilities and Northeast Utilities Service Company Supplemental Retirement and Savings Plan (the Plan) pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Item 8. Exhibits. The following Exhibits are filed as a part of this Registration Statement: Exhibit No. Description 5 Not required - the Registrant has, in accordance with the provisions of Form S-8, submitted the Northeast Utilities Service Company Supplemental Retirement and Savings Plan, as amended and restated as of November 21, 1991 and March 9, 1992 and undertakes to submit any amendment thereto to the Internal Revenue Service ("IRS") in a timely manner and will make all changes required by the IRS in order to qualify the plan. 24.1 Consent of Arthur Andersen LLP, Independent Public Accountants SIGNATURES (The Registrant) 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-8 and has duly caused this 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 27th day of September, 1995. NORTHEAST UTILITIES By /s/Robert E. Busch Executive Vice President and Chief Financial Officer II-2 Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby constitutes and appoints Robert E. Busch, Robert P. Wax, Jeffrey C. Miller and Cheryl W. Grise, and each of them singly, his or her true and lawful attorneys, with full power to each such attorney to sign for such person in his or her name, in the capacities indicated below, any and all amendments to this registration statement, hereby ratifying and confirming his or her signature as it may be signed by said attorneys to any and all amendments to said registration statement. Signature Title Date /s/Bernard M. Fox, Trustee, Chairman of September 26, 1995 Principal Executive the Board, President Officer and Chief Executive Officer /s/Robert E. Busch, Executive Vice September 26, 1995 Principal Financial President and Chief Officer Financial Officer /s/John W. Noyes, Vice President and September 26, 1995 Principal Accounting Controller Officer /s/Alfred F. Trustee September 26, 1995 Boschulte /s/Cotton Mather Cleveland Trustee September 26, 1995 /s/George David Trustee September 26, 1995 /s/Gaynor N. Kelley Trustee September 26, 1995 /s/Elizabeth T. Trustee September 26, 1995 Kennan /s/Denham C. Trustee September 26, 1995 Lunt, Jr. /s/William J. Trustee September 26, 1995 Pape II /s/Robert E. Trustee September 26, 1995 Patricelli /s/Norman C. Trustee September 26, 1995 Rasmussen _________________ John F. Swope Trustee September __, 1995 /s/John F. Turner Trustee September 26, 1995 II-3 (The Plan) Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who administer the employee benefit plan) have duly caused this 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 26th day of September, 1995. NORTHEAST UTILITIES SERVICE COMPANY SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN By /s/Cheryl W. Grise Plan Administrator II-4 EX-23 2 EXHIBIT 24.1 - CONSENT OF EXPERT Exhibit 24.1 ARTHUR ANDERSEN LLP CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated February 17, 1995 incorporated by reference and included in the Northeast Utilities Form 10-K for the year ended December 31, 1994 and dated May 26, 1995 included in the Northeast Utilities Service Company Supplemental Retirement and Savings Plan Form 11-K for the year ended December 31, 1994 and to all references to our Firm included in this registration statement. /s/Arthur Andersen LLP Hartford, Connecticut September 25, 1995 -----END PRIVACY-ENHANCED MESSAGE-----