[Federal Register Volume 63, Number 64 (Friday, April 3, 1998)]
[Notices]
[Pages 16604-16605]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-8721]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26850]


Filings Under the Public Utility Holding Company Act of 1935, as 
Amended (``Act'')

March 27, 1998.
    Notice is hereby given that the following filing(s) has/have been 
made with the Commission pursuant to provisions of the Act and rules 
promulgated thereunder. All interested persons are referred to the 
application(s) and/or declarant(s) for complete statements of the 
proposed transaction(s) summarized below. The application(s) and/or 
declaration(s) and any amendments thereto is/are available for public 
inspection through the Commission's Office of Public Reference.
    Interested persons wishing to comment or request a hearing on the 
application(s) and/or declaration(s) should submit their views in 
writing by April 21, 1998, to the Secretary, Securities and Exchange 
Commission, Washington, D.C. 20549, and serve a copy on the relevant 
application(s) and/or declarant(s) at the address(es) specified below. 
Proof of service (by affidavit or, in case of an attorney at law, by 
certificate) should be filed with the request. Any request for hearing 
shall identify specifically the issues of fact or law that are 
disputed. A person who so requests will be notified of any hearing, if 
ordered, and will receive a copy of any notice or order issued in the 
matter. After said date, the application(s) and/or declaration(s), as 
filed or as amended, may be granted and/or permitted to become 
effective.

Northeast Utilities, et al. (70-9185)

Notice of Proposal To Issue Securities; Order Authorizing Solicitation 
of Proxies

    Northeast Utilities (``NU''), a registered holding company, 174 
Brush Hill Avenue, West Springfield, Massachusetts 01090-0010, its 
utility subsidiaries Western Massachusetts Electric Company and Holyoke 
Water Power Company, both located at 174 Brush Hill Avenue, West 
Springfield, Massachusetts 01090-0010, The Connecticut Light and Power 
Company and Northeast Nuclear Energy Company, both located at 107 
Selden Street, Berlin, Connecticut 06037, Public Service Company of New 
Hampshire and North Atlantic Energy Service Corporation, both located 
at 1000 Elm Street, Manchester, New Hampshire 03105, and NU's 
nonutility subsidiary Northeast Utilities Service Company, located at 
107 Selden Street, Berlin, Connecticut 06037 (collectively, 
``Participating Subsidiaries''), have filed an application-declaration 
under sections 6(a), 7, 9(a), 10 and 12(e) of the Act and rules 54, 62 
and 65 under the Act.
    On January 13, 1988, NU's Board of Trustees approved an incentive 
plan (``Incentive Plan''), an employee share purchase plan (``Purchase 
Plan'' and together with the Incentive Plans, ``Plans''), and a stock 
compensation plan. NU now proposes to solicit proxies from its 
shareholders for their approval of the Plans at NU's 1998 annual 
shareholder meeting, scheduled for May 12, 1998.
    In addition, NU proposes to issue its common shares, par value $5 
(``Common Stock''), in connection with the Plans. The maximum number of 
shares that NU may issue for awards or grants under the Incentive Plan 
\1\ in any calendar year is one percent of the number of shares 
outstanding as of the last day of the previous calendar year. The 
maximum number of shares that NU may issue for purchases under the 
Purchase Plan in any calendar year is one-half of percent of the number 
of shares outstanding as of the last day of the previous calendar year. 
These limitations are subject to adjustment in the event of a 
recapitalization, stock split, merger, combination, exchange or similar 
corporate transaction.
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    \1\ This includes shares issued upon exercise of options granted 
under the Plan.
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    In addition, the Participating Subsidiaries propose to acquire up 
to 1.3 million shares of Common Stock on the open market (less than one 
percent of the shares outstanding as of December 31, 1997) during the 
years 1998 through 2007. These shares would be used to provide 
incentive compensation to employees other than through grants and 
awards under the Incentive Plan.
    Assuming shareholder approval, the Incentive Plan will be effective 
as of January 1, 1998 and the Purchase Plan will be effective on July 
1, 1998. The Plans will terminate ten years from their respective 
effective dates, unless terminated earlier by the Board or, for the 
Incentive Plan, unless extended by Board vote, subject to shareholder 
approval. Each of the Plans will be administered by the Compensation 
Committee of NU's board of trustees (or its delegate), which is 
composed exclusively of non-employee members of the board.
    The Incentive Plan provides for annual cash or stock-based bonus 
awards for eligible officers of NU and participating subsidiaries based 
on fulfillment of various company and individual performance goals. The 
Incentive Plan also provides for grants for eligible officers, 
employees and contractors of NU and participating subsidiaries of NU. 
The grants may take the form of stock options, restricted stock, stock 
appreciation rights, or performance units whose value depends on the 
value of the Common Stock. The Incentive Plan also provides for the 
grant of stock options to non-employee trustees of NU, at prices equal 
to fair market value as of the date of the grant.
    Under the Purchase Plan, eligible employees of the Participating 
Subsidiaries will be given the opportunity to purchase newly-issued 
shares of Common Stock periodically through payroll deduction. The 
price of a share will generally be 85 percent of its fair market price. 
officers who receive stock option grants under the Incentive Plan will 
not be eligible for the discounted price, but may purchase shares under 
the Purchase Plan at a price generally set equal to their fair market 
value.
    NU states that the purpose of the Incentive Plan is to provide 
incentive

[[Page 16605]]

compensation that will assist NU in recruiting and retaining talented 
employees and to further align their interests with those of NU 
shareholders. NU also states that the purpose of the Purchase Plan is 
to allow employees to participate in share ownership, which NU states 
will be beneficial to both the employees and NU.
    It appears to the Commission that the application-declaration, to 
the extent it relates to the proposed proxy solicitation, should be 
permitted to become effective immediately under rule 62(d).
    It Is Ordered, that the application-declaration, to the extent that 
it relates to the proposed Proxy Solicitations be, and it hereby is, 
permitted to become effective immediately, under rule 62 and subject to 
the terms and conditions prescribed in rule 24 under the Act.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 98-8721 Filed 4-2-98; 8:45 am]
BILLING CODE 8010-01-M