-----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, Nu6UOCuRcHMfgyWUINzfi6DDYnCMNm6aCSDYEscWg21VWpDwH95KjAGGsxpRV8n9 Tscv18hU27iYuk5ULCG2+w== 0000072741-98-000132.txt : 19980615 0000072741-98-000132.hdr.sgml : 19980615 ACCESSION NUMBER: 0000072741-98-000132 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19980612 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHEAST UTILITIES SYSTEM 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: 10-K/A SEC ACT: SEC FILE NUMBER: 001-05324 FILM NUMBER: 98647073 BUSINESS ADDRESS: STREET 1: 174 BRUSH HILL AVE CITY: WEST SPRINGFIELD STATE: MA ZIP: 01090-0010 BUSINESS PHONE: 4137855871 MAIL ADDRESS: STREET 1: 107 SELDON ST CITY: BERLIN STATE: CT ZIP: 06037-1616 10-K/A 1 June 11, 1998 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20459-1004 Gentlemen: Pursuant to the requirements of the Securities and Exchange Act of 1934 under Section 13 or 15(d) submitted herewith is the combined Annual Report on Form 10-K/A (Amendment 1) for the year ended December 31, 1996 for the companies noted below. Northeast Utilities The Connecticut Light and Power Company Public Service Company of New Hampshire Western Massachusetts Electric Company Very truly yours, /s/ Wayne S. Chapman Wayne S. Chapman FORM 10-K/A (AMENDMENT NO. 1) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-1004 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended DECEMBER 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission Registrant; State of Incorporation; I.R.S Employer File Number Address; and Telephone Number Identification No. 1-5324 NORTHEAST UTILITIES 04-2147929 (a Massachusetts voluntary association) 174 BRUSH HILL AVENUE WEST SPRINGFIELD, MASSACHUSETTS 01090-2010 Telephone: (413) 785-5871 0-11419 THE CONNECTICUT LIGHT AND POWER COMPANY 06-0303850 (a Connecticut corporation) 107 SELDEN STREET BERLIN, CONNECTICUT 06037-1616 Telephone: (860) 665-5000 1-6392 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE 02-0181050 (a New Hampshire corporation) 1000 ELM STREET MANCHESTER, NEW HAMPSHIRE 03105-0330 Telephone: (603) 669-4000 0-7624 WESTERN MASSACHUSETTS ELECTRIC COMPANY 04-1961130 (a Massachusetts corporation) 174 BRUSH HILL AVENUE WEST SPRINGFIELD, MASSACHUSETTS 01090-2010 Telephone: (413) 785-5871 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange Registrant Title of Each Class on Which Registered NORTHEAST UTILITIES Common Shares, $5.00 New York Stock Exchange, Inc. par value THE CONNECTICUT LIGHT 9.3% Cumulative New York Stock Exchange, Inc. AND POWER COMPANY Monthly Income Preferred Securities Series A (1) (1) Issued by CL&P Capital, L.P., a wholly owned subsidiary of The Connecticut Light and Power Company ("CL&P"), and guaranteed by CL&P. Securities registered pursuant to Section 12(g) of the Act: Registrant Title of Each Class THE CONNECTICUT LIGHT Preferred Stock, par value $50.00 per share, AND POWER COMPANY issuable in series, of which the following series are outstanding: $1.90 Series of 1947 4.96% Series of 1958 $2.00 Series of 1947 4.50% Series of 1963 $2.04 Series of 1949 5.28% Series of 1967 $2.20 Series of 1949 6.56% Series of 1968 3.90% Series of 1949 $3.24 Series G of 1968 $2.06 Series E of 1954 7.23% Series of 1992 $2.09 Series F of 1955 5.30% Series of 1993 4.50% Series of 1956 PUBLIC SERVICE Preferred Stock, par value $25.00 per share, COMPANY OF issuable in series, of which the following series NEW HAMPSHIRE are outstanding: 10.60% Series A of 1991 WESTERN MASSACHUSETTS Preferred Stock, par value $100.00 per share, ELECTRIC COMPANY issuable in series, of which the following series is outstanding: 7.72% Series B of 1971 Class A Preferred Stock, par value $25.00 per share, issuable in series, of which the following series are outstanding: 7.60% Series of 1987 Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. YES X NO Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The aggregate market value of NORTHEAST UTILITIES' Common Share, $5.00 Par Value, held by nonaffiliates, was $2,181,626,490 based on a closing sales price of $15.94 per share for the 136,886,368 common shares outstanding on May 29, 1998. NORTHEAST UTILITIES holds all of the 12,222,930 shares, 1,000 shares and 1,072,471 shares of the outstanding common stock of THE CONNECTICUT LIGHT AND POWER COMPANY, PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND WESTERN MASSACHUSETTS ELECTRIC COMPANY. Documents Incorporated by Reference: Part of Form 10-K into Which Document Description is Incorporated Portions of Amended Annual Reports to Shareholders of the following companies for the year ended December 31, 1997: Northeast Utilities Part II The Connecticut Light and Power Company Part II Public Service Company of New Hampshire Part II Western Massachusetts Electric Company Part II NORTHEAST UTILITIES THE CONNECTICUT LIGHT AND POWER COMPANY PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE WESTERN MASSACHUSETTS ELECTRIC COMPANY 1996 Form 10-K/A Annual Report Table of Contents PART II Page Item 6. Selected Financial Data.............................. 1 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.................. 1 Item 8. Financial Statements and Supplementary Data.......... 1 PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.................................. 1 Item 6. Selected Financial Data Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 8. Financial Statements and Supplementary Data Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K Securities And Exchange Commission (SEC) Inquiry And Amendment of the Form 10-Ks of NU, CL&P, PSNH and WMECO. In a letter dated March 25, 1998, the SEC inquired into the NU system's accounting for nuclear compliance costs. These costs are the unavoidable incremental costs associated with the current nuclear outages required to be incurred prior to restart of the units in accordance with correspondence received from the Nuclear Regulatory Commission early in 1996. The SEC's view is that these unavoidable costs associated with nuclear outages and procedures to be implemented at nuclear power plants in response to regulatory requirements required prior to restart of the units should be expensed as incurred. During 1996 and 1997, NU, CL&P, PSNH and WMECO reserved for these unavoidable incremental costs that they expected to incur to meet NRC standards. The SEC advised NU, CL&P, PSNH and WMECO to reflect these costs as they are incurred. While NU and its independent auditors, Arthur Andersen LLP, believed the accounting was required by, and was in accordance with, generally accepted accounting principles, the company has agreed to adjust its accounting for nuclear compliance costs and amend its 1996 and 1997 Form 10-K filings. This amendment on Form 10-K/A incorporates by reference Items 6, 7, 8 and 14 of the 1997 Form 10-K/As of NU, CL&P, PSNH and WMECO which reflect the change in accounting. NORTHEAST UTILITIES SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NORTHEAST UTILITIES (Registrant) Date: June 10, 1998 By: /s/ Michael G. Morris Michael G. Morris Chairman of the Board and President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Date Title Signature June 10, 1998 Chairman of the Board, /s/ Michael G. Morris President and Michael G. Morris Chief Executive Officer and a Trustee June 10, 1998 Executive Vice /s/ John H. Forsgren President and Chief John H. Forsgren Financial Officer June 10, 1998 Vice President and /s/ John J. Roman Controller John J. Roman NORTHEAST UTILITIES SIGNATURES (CONT'D) Date Title Signature June 10, 1998 Trustee /s/ Cotton M. Cleveland Cotton M. Cleveland June 10, 1998 Trustee /s/ William F. Conway William F. Conway June 10, 1998 Trustee /s/ E. Gail de Planque E. Gail de Planque June 10, 1998 Trustee /s/ Elizabeth T. Kennan Elizabeth T. Kennan June 10, 1998 Trustee /s/ William J. Pape II William J. Pape II June 10, 1998 Trustee /s/ Robert E. Patricelli Robert E. Patricelli June 10, 1998 Trustee /s/ John F. Swope John F. Swope June 10, 1998 Trustee /s/ John F. Turner John F. Turner THE CONNECTICUT LIGHT AND POWER COMPANY SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THE CONNECTICUT LIGHT AND POWER COMPANY (Registrant) Date: June 10, 1998 By /s/ Michael G. Morris Michael G. Morris Chairman Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Date Title Signature June 10, 1998 Chairman and /s/ Michael G. Morris a Director Michael G. Morris June 10, 1998 President and /s/ Hugh C. MacKenzie a Director Hugh C. MacKenzie June 10, 1998 Executive Vice /s/ John H. Forsgren President and John H. Forsgren Chief Financial Officer and a Director June 10, 1998 Vice President /s/ John J. Roman and Controller John J. Roman June 10, 1998 Director /s/ Bruce D. Kenyon Bruce D. Kenyon PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE (Registrant) Date: June 10, 1998 By /s/ Michael G. Morris Michael G. Morris Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Date Title Signature June 10, 1998 Chairman and Chief /s/ Michael G. Morris Executive Officer Michael G. Morris and a Director June 10, 1998 President and /s/ William T. Frain, Jr. Chief Operating William T. Frain, Jr. Officer and a Director June 10, 1998 Executive Vice /s/ John H. Forsgren President and John H. Forsgren Chief Financial Officer and a Director June 10, 1998 Vice President /s/ John J. Roman and Controller John J. Roman June 10, 1998 Director /s/ John C. Collins John C. Collins June 10, 1998 Director /s/ Bruce D. Kenyon Bruce D. Kenyon June 10, 1998 Director /s/ Gerald Letendre Gerald Letendre June 10, 1998 Director /s/ Hugh C. MacKenzie Hugh C. MacKenzie June 10, 1998 Director /s/ Jane E. Newman Jane E. Newman WESTERN MASSACHUSETTS ELECTRIC COMPANY SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. WESTERN MASSACHUSETTS ELECTRIC COMPANY (Registrant) Date: June 10, 1998 By: /s/ Michael G. Morris Michael G. Morris Chairman Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Date Title Signature June 10, 1998 Chairman and /s/ Michael G. Morris a Director Michael G. Morris June 10, 1998 President and /s/ Hugh C. MacKenzie a Director Hugh C. MacKenzie June 10, 1998 Executive Vice /s/ John H. Forsgren President and John H. Forsgren Chief Financial Officer and a Director June 10, 1998 Vice President /s/ John J. Roman and Controller John J. Roman June 10, 1998 Director /s/ Bruce D. Kenyon Bruce D. Kenyon -----END PRIVACY-ENHANCED MESSAGE-----