8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 10, 2012 (April 10, 2012)

NORTHEAST UTILITIES

(Exact name of registrant as specified in its charter)

Massachusetts	001-5324	04-2147929
(State or other jurisdiction of organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
One Federal Street, Building 111-4 Springfield, Massachusetts		01105
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (860) 665-5000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets.

On April 10, 2012, Northeast Utilities completed its previously announced merger with NSTAR. Pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of October 16, 2010, as amended as of November 1, 2010 and December 16, 2010, by and among Northeast Utilities, NSTAR, NU Holding Energy 1 LLC, a wholly owned subsidiary of Northeast Utilities, and NU Holding Energy 2 LLC, a wholly owned subsidiary of Northeast Utilities, (as amended, the “Merger Agreement”), NU Holding Energy 1 LLC was merged with and into NSTAR, after which NSTAR was merged with and into NU Holding Energy 2 LLC with NU Holding Energy 2 LLC remaining a wholly owned subsidiary of Northeast Utilities (the “Merger”). In connection with the Merger, the name of NU Holding Energy 2 LLC has been changed to NSTAR LLC.

Pursuant to the Merger Agreement, Northeast Utilities issued to NSTAR shareholders 1.312 of its common shares for each issued and outstanding NSTAR common share. Upon completion of the Merger, all NSTAR common shares, which traded on the New York Stock Exchange under the symbol “NST,” have ceased trading on, and are being delisted from, the New York Stock Exchange.

Additional information regarding NSTAR and its business can be found in NSTAR’s 2011 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “Commission”) on February 6, 2012, and Amendment No. 1 on Form 10-K/A filed on April 10, 2012.

Section 5 Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Certain Trustees

Pursuant to the Merger Agreement, effective upon completion of the Merger, the Northeast Utilities’ board of trustees consists of fourteen trustees, comprised of seven designees of Northeast Utilities and seven designees of NSTAR. In accordance with the Merger Agreement, the Northeast Utilities board of trustees elected the following NSTAR designees to the Northeast Utilities board of trustees, effective upon completion of the Merger: Mr. James S. DiStasio, Mr. Francis A. Doyle, Mr. Charles K. Gifford, Mr. Paul A. La Camera, Mr. Thomas J. May, Mr. William C. Van Faasen and Ms. Frederica M. Williams. The board of trustees determined that, based on all facts and circumstances and in the exercise of the board’s business judgment, each of the NSTAR designees, except for Mr. May, who was elected President and Chief Executive Officer of Northeast Utilities effective upon completion of the Merger, is independent in accordance with the provisions of the New York Stock Exchange’s Corporate Governance Rules and Northeast Utilities’ Corporate Governance Guidelines. Each of these new

trustees will hold office until the next annual meeting of shareholders in 2012 and until the succeeding board of trustees has been elected, and until at least a majority of the succeeding board is qualified to act, or until his or her earlier resignation.

In addition, in accordance with the Merger Agreement, Mr. Richard H. Booth, Mr. John S. Clarkeson, Ms. Cotton M. Cleveland, Mr. Sanford Cloud, Jr., Mr. Kenneth R. Leibler, Mr. Charles W. Shivery and Mr. Dennis R. Wraase were designated by the Northeast Utilities board of trustees to continue to serve on the board. Biographical information about the continuing trustees can be found in Item 10, Directors, Executive Officers and Corporate Governance, of the Northeast Utilities Annual Report on Form 10-K for the year ended 2011, filed with the Commission on February 24, 2012. Effective upon completion of the Merger, Mr. John G. Graham, Dr. Elizabeth T. Kennan, Mr. Robert E. Patricelli and Mr. John F. Swope each retired as a trustee of Northeast Utilities and from all committees of the board on which each of them served.

Set forth below is a brief biography of each of the new trustees elected to board of trustees effective upon completion of the Merger:

James S. DiStasio, age 64, served as a trustee of NSTAR from 2009 until the completion of the Merger. Previously, he served as Senior Vice Chairman and Americas Chief Operating Officer, Ernst & Young, a registered public accounting firm, from 2003 until his retirement in 2007. He has served as a director of EMC Corporation since 2010.

Francis A. Doyle, age 63, has served as President and Chief Executive Officer of Connell Limited Partnership since 2001. From 1972 to 2001, he was a partner at PricewaterhouseCoopers LLP, where he was Global Technology and E-Business Leader and a member of the firm’s Global Leadership Team. He has served as a director of Tempur-Pedic International, Inc. since 2003, and of Liberty Mutual Holding Company, Inc. since 2003. He is a trustee of the Joslin Diabetes Center and Boston College.

Charles K. Gifford, age 69, served as a trustee of NSTAR from 1999 until the completion of the Merger. He has served as the Chairman Emeritus since 2005 and a director since 2004 of Bank of America Corporation, a bank holding company. Mr. Gifford retired as Chairman of Bank of America Corporation in 2005. He has served as a director of CBS Corporation since 2006.

Paul A. La Camera, age 69, served as a trustee of NSTAR from 1999 until the completion of the Merger. Since 2011, he has served as the Administrator of Public Radio for WBUR, the National Public Radio news station in Boston. Mr. La Camera served as General Manager of WBUR from 2005 until his retirement in 2010. Prior to that, Mr. La Camera served as the President and General Manager of WCVB-TV Channel 5 Boston from 1993 to 2005.

Thomas J. May, age 65, served as Chairman, President and Chief Executive Officer and a trustee of NSTAR until the completion of the Merger. He served as Chairman, Chief Executive Officer and a trustee since the creation of NSTAR in 1999, and was elected President in 2002. Mr. May has served as a director of Bank of America Corporation since 2004 and a director of Liberty Mutual Holding Company, Inc. since 2002.

William C. Van Faasen, age 63, served as a trustee of NSTAR from 2002 until the completion of the Merger. Mr. Van Faasen is currently Chairman of Blue Cross Blue Shield of Massachusetts Inc. (“BCBSMA”), a health care services provider. He also served as Chairman of BCBSMA from 2005 until his retirement in 2007, and as interim Chief Executive Officer in 2010. He has served as a director of IMS Health, Inc. since 1996, and a director of Liberty Mutual Holding Company, Inc. since 2002. He also served as a director of PolyMedica Corporation from 2005 to 2008.

Frederica M. Williams, age 53, was elected as a trustee of NSTAR in March 2012 and served as a trustee until the completion of the Merger. Ms. Williams has served as the President and Chief Executive Officer of Whittier Street Health Center in Boston since 2002. She is a member of the Board of Trustees of Dana Farber Cancer Institute, the Massachusetts League of Community Health Centers and Boston Health Net. She also serves on the advisory boards of Global Health/International Women’s Health Initiative, African Health Foundation and the African Community Health Initiative.

Each new trustee will be compensated for his or her service on the Northeast Utilities board of trustees in the same manner as the other Northeast Utilities’ trustees.

The table below shows the trustees serving on each committee of the board of trustees, including the trustees elected effective upon completion of the Merger:

Trustee	Audit	Compensation	Corporate Governance	Executive	Finance
R. H. Booth	C			M	M
J. S. Clarkeson	M	M
C. M. Cleveland			M		M
S. Cloud, Jr. *		M	C	M
J. S. DiStasio		M		M	C
F. A. Doyle			M		M
C. K. Gifford		C	M	M
P. A. La Camera	M		M
K. R. Leibler	M				M
T. J. May				M
C. W. Shivery				C
W. C. Van Faasen	M	M
F. M. Williams	M				M
D. R. Wraase		M	M

C: Committee Chair

M: Committee Member

* Lead Trustee

Certain Officers

Pursuant to the Merger Agreement, effective upon completion of the Merger, Mr. May became President and Chief Executive Officer of Northeast Utilities. Previously, Mr. May served as Chairman, President and Chief Executive Officer of NSTAR.

Effective upon completion of the Merger, Mr. Shivery resigned as President and Chief Executive Officer of Northeast Utilities and will continue to serve as non-executive Chairman of Northeast Utilities for a period of up to 18 months from the completion of the Merger. Pursuant to the Merger Agreement, Mr. May will become Chairman of Northeast Utilities upon Mr. Shivery’s resignation as Chairman, which will occur no more than 18 months after the completion of the Merger.

In addition, pursuant to the Merger Agreement, effective upon completion of the Merger, Ms. Christine M. Carmody became Senior Vice President of Human Resources of Northeast Utilities; Mr. James J. Judge became Executive Vice President and Chief Financial Officer of Northeast Utilities; Mr. David R. McHale became Executive Vice President and Chief Administrative Officer of Northeast Utilities; and Mr. Joseph R. Nolan, Jr. became Senior Vice President of Corporate Relations of Northeast Utilities. Mr. Gregory B. Butler, who will continue as Senior Vice President and General Counsel of Northeast Utilities, also became Secretary of Northeast Utilities effective upon the completion of the Merger. Mr. Leon J. Olivier will continue as Executive Vice President and Chief Operating Officer of Northeast Utilities. Their biographical information is as follows:

Gregory B. Butler, age 54. Mr. Butler became Senior Vice President, General Counsel and Secretary effective upon completion of the Merger. Mr. Butler had been Senior Vice President and General Counsel of Northeast Utilities from December 2005 until the completion of the Merger. Previously, Mr. Butler served as Senior Vice President, Secretary and General Counsel of Northeast Utilities from August 2003 to December 2005 and Vice President, Secretary and General Counsel of Northeast Utilities from May 2001 through August 2003.

Christine M. Carmody, age 49. Ms. Carmody became Senior Vice President of Human Resources effective upon completion of the Merger. Previously, Ms. Carmody served as Senior Vice President – Human Resources of NSTAR from August 2008 to April 2012, and as Vice President – Organizational Effectiveness of NSTAR from July 2006 to August 2008.

James J. Judge, age 56. Mr. Judge became Executive Vice President and Chief Financial Officer effective upon completion of the Merger. Previously, Mr. Judge served as Senior Vice President and Chief Financial Officer of NSTAR.

David R. McHale, age 51. Mr. McHale became Executive Vice President and Chief Administrative Officer effective upon completion of the Merger. Previously, Mr. McHale served as Executive Vice President and Chief Financial Officer of Northeast Utilities, effective January 2009; Senior Vice President and Chief Financial Officer of Northeast Utilities from January 2005 to December 2008 and Vice President and Treasurer of Northeast Utilities from July 1998 to December 2004.

Joseph R. Nolan, Jr., age 49. Mr. Nolan became Senior Vice President of Corporate Relations effective upon completion of the Merger. Previously, Mr. Nolan served as Senior Vice President – Customer & Corporate Relations of NSTAR.

Leon J. Olivier, age 63. Mr. Olivier has been Executive Vice President and Chief Operating Officer of Northeast Utilities since May 2008. Prior to 2008, Mr. Olivier served as Executive Vice President – Operations of Northeast Utilities from February 2007 to May 2008; Executive Vice President of Northeast Utilities from December 2005 to February 2007 and President – Transmission Group of Northeast Utilities from January 2005 to December 2005.

Each officer will serve until the meeting of the board of trustees immediately following 2012 annual meeting of shareholders and until his or her successors are elected and qualified, or until his or her earlier resignation or removal.

Section 8 Other Events

Item 8.01 Other Events.

Announcement of Completion of Merger

On April 10, 2012, Northeast Utilities issued a news release announcing that Northeast Utilities and NSTAR had completed the Merger. The news release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Section 9 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

Northeast Utilities intends to file the financials statements of NSTAR required by Item 9.01(a) as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report is required to be filed.

(b) Pro Forma Financial Information.

Northeast Utilities intends to file the pro forma financial information required by Item 9.01(b) as an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report is required to be filed.

(d) Exhibits.

Exhibit Number	Description of Exhibit
2.1*	Agreement and Plan of Merger, By and Among Northeast Utilities, NU Holding Energy 1 LLC, NU Holding Energy 2 LLC and NSTAR, dated as of October 16, 2010 (Exhibit 2.1 Current Report on Form 8-K filed October 18, 2010, File No. 001-05324)
2.2	Amendment 1 to Agreement and Plan of Merger, By and Among Northeast Utilities, NU Holding Energy 1 LLC, NU Holding Energy 2 LLC and NSTAR, dated as of November 1, 2010 (Exhibit 2.1.1, 2010 NU Annual Report on Form 10-K filed February 25, 2011, File No. 001-05324)
2.3	Amendment 2 to Agreement and Plan of Merger, By and Among Northeast Utilities, NU Holding Energy 1 LLC, NU Holding Energy 2 LLC and NSTAR, dated as of December 16, 2010 (Exhibit 2.1.2, 2010 NU Annual Report on Form 10-K filed February 25, 2011, File No. 001-05324)
99.1	News Release of Northeast Utilities, issued April 10, 2012

* This filing excludes schedules pursuant to Item 601(b)(2) of Regulation S-K. The Registrant will furnish the omitted schedules to the Securities and Exchange Commission upon request by the Commission.

[The remainder of this page left blank intentionally.]

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NORTHEAST UTILITIES
	(Registrant)
April 10, 2012	By:	/S/ DAVID R. MCHALE
		David R. McHale
		Executive Vice President and
		Chief Administrative Officer

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
2.1*	Agreement and Plan of Merger, By and Among Northeast Utilities, NU Holding Energy 1 LLC, NU Holding Energy 2 LLC and NSTAR, dated as of October 16, 2010 (Exhibit 2.1 Current Report on Form 8-K filed October 18, 2010, File No. 001-05324)
2.2	Amendment 1 to Agreement and Plan of Merger, By and Among Northeast Utilities, NU Holding Energy 1 LLC, NU Holding Energy 2 LLC and NSTAR, dated as of November 1, 2010 (Exhibit 2.1.1, 2010 NU Annual Report on Form 10-K filed February 25, 2011, File No. 001-05324)
2.3	Amendment 2 to Agreement and Plan of Merger, By and Among Northeast Utilities, NU Holding Energy 1 LLC, NU Holding Energy 2 LLC and NSTAR, dated as of December 16, 2010 (Exhibit 2.1.2, 2010 NU Annual Report on Form 10-K filed February 25, 2011, File No. 001-05324)
99.1	News Release of Northeast Utilities, issued April 10, 2012

* This filing excludes schedules pursuant to Item 601(b)(2) of Regulation S-K. The Registrant will furnish the omitted schedules to the Securities and Exchange Commission upon request by the Commission.

EX-99.1

Exhibit 99.1

NU/NSTAR Merger Closes, Creating New England’s

Premier Utility Company

Larger, more diverse company well-positioned for growth

HARTFORD, Conn. and BOSTON, Mass. (April 10, 2012) – Northeast Utilities (NYSE: NU) and NSTAR (NYSE: NST) announced today that their merger is complete, creating one of the nation’s largest utilities with six regulated electric and natural gas utilities serving 3.5 million customers in three states. The newly merged company will continue to be called Northeast Utilities and NSTAR will become an NU subsidiary in Massachusetts. NU will be more diverse and better positioned to support economic growth and renewable energy opportunities in New England.

Upon the closing of the merger, Thomas J. May became president and CEO of Northeast Utilities, and Charles W. Shivery became non-executive chairman of NU’s board of trustees. The combined company will have dual headquarters in Boston, MA, and Hartford, CT.

“Today our two great companies become one. This merger puts us in a unique position to provide better service levels, support our communities and employees, and take the lead on green programs and smart technologies that protect the environment,” said May. “This is an exciting time in the energy industry and together we have the scale, talent and financial resources to meet the complex and demanding energy needs of our customers across New England.”

Also effective today, the NU board of trustees now consists of 14 members including seven designees of NU and seven designees of NSTAR. The NU trustees who will continue to serve on the board are Mr. Richard H. Booth, Mr. John S. Clarkeson, Ms. Cotton M. Cleveland, Mr. Sanford Cloud, Jr., Mr. Kenneth R. Leibler, Mr. Charles W. Shivery and Mr. Dennis R. Wraase. The new NU trustees designated by NSTAR are Mr. James S. DiStasio, Mr. Francis A. Doyle, Mr. Charles K. Gifford, Mr. Paul A. LaCamera, Mr. Thomas J. May, Mr. William C. Van Faasen and Ms. Frederica M. Williams.

Customer Benefits

With a deep commitment to building on the shared companies’ history of delivering great service to New Englanders, NU has plans to make significant investments in energy infrastructure over the next five years. In addition, customers will share in the estimated $780 million merger savings produced over the next ten years. These important long-term savings will come as a result of efficiencies achieved over time, primarily through process improvements, consolidation of systems and drawing on best practices from both companies. Customers can expect to interact with their individual utility as they always have, with the same names, addresses and websites they currently utilize.

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“As a stronger company, we are better positioned with the resources necessary to deliver outstanding reliability and service,” said May. “Our customers will not only share in the financial savings our combined company will achieve, they will also benefit from significant investments in upgrades to our infrastructure.”

As a result of merger-related settlements in Massachusetts and Connecticut, NU has guaranteed benefits for customers that include rate credits, rate freezes and continued civic engagement. The company also pledges further environmental commitments to renewable energy, energy efficiency and electric vehicle development.

One of New England’s largest, local employers

As a locally controlled energy company, the newly merged company creates a strong platform for job stability and career opportunities for its 9,000 employees. The merger provides greater resources for storm restoration, as well as for infrastructure improvements and safe and reliable electric service.

“We are keenly aware of the crucial role our employees will continue to play in the success of our company,” May added. “We have a dedicated team of talented, hard-working men and women that is up to the task of building upon our strengths and tackling the future challenges of our rapidly evolving industry.”

NU will continue to support the communities it serves and will maintain funding for vital civic and philanthropic organizations across its combined service areas.

Transaction information

In accordance with the merger agreement, NSTAR shareholders will receive 1.312 Common Shares of NU for each Common Share of NSTAR previously held. Northeast Utilities, with a post-close market capitalization of about $12 billion, will operate four electric distribution and transmission companies, as well as two gas distribution companies in Massachusetts, Connecticut and New Hampshire. On a pro-forma basis, the combined company would have annual operating revenues of $7.4 billion, based on results for the 12 months ended December 31, 2011. Per the merger agreement, effective for its second quarter dividend payment, NU is expected to increase its current quarterly dividend from $0.29375 to approximately $0.3425 per common share.

Media briefing

NU President and Chief Executive Officer Tom May will conduct a telephone briefing with the news media today at 2 pm EDT to discuss the merger closing. To listen to a live broadcast of the briefing, go to http://edge.media-server.com/m/p/hmknw5tp/lan/en.

About NU

Northeast Utilities (NU) operates New England’s largest energy delivery company. NU and its companies are committed to safety, reliability, environmental leadership and stewardship, as well as expanding energy options for its more than 3 million electric and natural gas customers in Connecticut, Massachusetts and New Hampshire. Headquartered in Hartford, CT, and Boston, MA, NU is a Fortune 500 company traded on the New York Stock Exchange under the symbol NU. Learn more about NU and its family of companies at nu.com.

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Contacts:

Media Inquiries:

Caroline Pretyman

617-424-2460

caroline.pretyman@nstar.com

Al Lara

860-728-4616

albert.lara@nu.com

Mike Durand

508-441-5831

michael.durand@nstar.com

Investor Inquiries:

Jeff Kotkin

860-728-4650

jeffrey.kotkin@nu.com

John Moreira

781-441-8887

john.moreira@nstar.com

Information Concerning Forward-Looking Statements

In addition to historical information, this communication may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Words such as anticipate, expect, project, intend, plan, believe, and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. Forward-looking statements relating to the merger include, but are not limited to statements about the benefits of the merger involving NSTAR and Northeast Utilities, including future financial and operating results, Northeast Utilities’ plans, objectives, expectations and intentions, and other statements relating to the merger that are not historical facts. Forward-looking statements involve estimates, expectations and projections and, as a result, are subject to risks and uncertainties. There can be no assurance that actual results will not materially differ from expectations. Important factors could cause actual results to differ materially from those indicated by such forward-looking statements. With respect to the merger, these factors include, but are not limited to the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; integration efforts making it more difficult to maintain relationships with customers, employees or suppliers; the diversion of management time on post-merger issues; the effect of future regulatory or legislative actions on the companies; and the risk that the credit ratings of the combined company or its subsidiaries may be different from what the companies expect. These risks, as well as other risks are more fully discussed in the “Risk Factors” section of NSTAR’s and Northeast Utilities’ most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other NSTAR and Northeast Utilities reports filed with the Securities and Exchange Commission (the “SEC”) and available on the SEC’s website at www.sec.gov. Forward-looking statements included in this document speak only as of the date of this document and we do not undertake any obligation to update its forward-looking statements to reflect events or circumstances after the date of this document.

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