[Federal Register Volume 68, Number 190 (Wednesday, October 1, 2003)]
[Notices]
[Pages 56655-56656]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 03-24864]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27726]


Filings Under the Public Utility Holding Company Act of 1935, as 
amended (``Act''); The Connecticut Light and Power Company (70-10163)

September 25, 2002.
    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 under the Act. All interested persons are referred to the 
application(s) and/or declaration(s) for complete statements of the 
proposed transaction(s) summarized below. The application(s) and/or 
declaration(s) and any amendment(s) is/are available for public 
inspection through the Commission's Branch 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 October 20, 2003, to the Secretary, Securities and Exchange 
Commission, Washington, DC 20549-0609, and serve a copy on the relevant 
applicant(s) and/or declarant(s) at the address(es) specified below. 
Proof of service (by affidavit or, in the case of an attorney at law, 
by certificate) should be filed with the request. Any request for 
hearing should identify specifically the issues of facts 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 October 20, 2003, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

Notice of Proposal To Amend Charter Or, Alternatively, Waive Charter 
Provision; Order Authorizing the Solicitation of Proxies

    The Connecticut Light and Power Company (``CL&P''), 107 Selden 
Street, Berlin, Connecticut 06037, a wholly owned public-utility 
subsidiary of Northeast Utilities (``NU''), a registered holding 
company, has filed a declaration (``Declaration'') with the Securities 
and Exchange Commission (``Commission'') under sections 6(a)(2) and 
12(e) of the Public Utility Holding Company Act of 1935, as amended 
(``Act'') and rules 54, 62, and 65 under the Act.
    Currently, the ability of CL&P to incur or assume unsecured 
indebtedness is limited by a provision in its Certificate of 
Incorporation (``Charter''). The Charter provides that, except with the

[[Page 56656]]

consent of the holders of a majority of CL&P preferred stock then 
outstanding, and providing that holders of one-third of the aggregate 
voting rights represented by shares of CL&P preferred stock then 
outstanding do not dissent in writing or vote against such action, CL&P 
may not issue or assume any unsecured debt if, immediately after such 
issuance or assumption, (a) the total outstanding principal amount of 
all unsecured debt of CL&P will thereby exceed twenty percent of the 
aggregate of all outstanding secured debt and the capital stock, 
premium and surplus of CL&P, as stated on its books 
(``Capitalization''), or (b) the total outstanding principal amount of 
all unsecured debt of CL&P having maturities of less than ten years 
will then exceed ten percent of its Capitalization. This limitation is 
referred to as the ``Unsecured Debt Restriction.''
    CL&P states that, as a result of utility restructuring in 
Connecticut, its capitalization has become smaller and its unsecured 
debt has become a greater proportion of its total capitalization. The 
company believes that eliminating the Unsecured Debt Restriction would 
provide more financial flexibility to lower its financing costs as it 
issues debt to fund its planned construction and improvement program.
    CL&P requests authority to solicit proxies regarding the Proposals 
1 and 2, described below, for use at a special meeting of the holders 
of CL&P preferred stock on November 25, 2003 (``Meeting''). The company 
states that it will solicit proxies by mail from holders of its 
preferred stock in accordance with all applicable rules under the 
Securities Exchange Act of 1934.
    The first proposal, ``Proposal 1,'' seeks the consent of holders of 
CL&P common stock and preferred stock to eliminate the Unsecured Debt 
Restriction. Holders of CL&P common stock and holders of CL&P preferred 
stock are entitled to one vote per share. Under the Charter, adoption 
of Proposal 1 requires the affirmative vote of two-thirds of the total 
number of outstanding shares of common and preferred CL&P stock, each 
voting as a single class.
    CL&P requests authority to eliminate the Unsecured Debt Restriction 
from the Charter in the event it receives the necessary shareholder 
approvals. The elimination of the Unsecured Debt Restriction may also 
require approval by the Connecticut Department of Public Utility 
Control (``DPUC''), and the company represents that, if it obtains the 
necessary consents from shareholders, it will obtain DPUC approval 
before eliminating the Unsecured Debt Restriction from the Charter.
    Additionally, if Proposal 1 is adopted, CL&P requests authority, 
effective upon the amendment of the Charter, to make a cash payment 
(``Cash Payment'') of one percent of par value per share to each holder 
of CL&P preferred stock that properly voted at the Meeting (in person 
by ballot or by proxy) in favor of Proposal 1.
    In the event that the required Proposal 1 shareholder approvals are 
not obtained, or if DPUC approval is required and not obtained, CL&P 
also seeks the consent of holders of CL&P preferred stock to continue 
the current waiver of the ten percent limit contained in the Unsecured 
Debt Restrictions for an additional ten-year period.\1\ This 
alternative proposal is referred to as ``Proposal 2.'' Under the 
Charter, adoption of Proposal 2 requires: (1) The affirmative vote of a 
majority of shares of CL&P preferred stock; and (2) that less than one-
third of the aggregate voting rights represented by shares of CL&P 
preferred stock outstanding do not dissent in writing or vote against 
the proposal. Assuming that Proposal 1 cannot be implemented, and if it 
obtains shareholder approval to implement Proposal 2, CL&P requests 
authority to do so.
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    \1\ By order dated October 20, 1993 (HCAR No. 24910), the 
Commission authorized CL&P to solicit proxies regarding Proposals 1 
and 2. At a shareholders' meeting held on December 15, 1993, CL&P 
obtained the consent of the holders of the two classes of CL&P 
preferred stock for Proposal 2, which allowed the company to issue 
or assume unsecured indebtedness with a maturity of less than ten 
years in excess of the ten percent limitation for a ten-year period 
through March 31, 2004, provided that all unsecured indebtedness 
would not exceed twenty percent of its total capitalization. By 
order dated February 24, 1994 (HCAR No. 25992), the Commission 
authorized CL&P to implement Proposal 2.
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    The company estimates that the fees, commissions and expenses to be 
incurred in connection with the proposed transactions will be $100,000, 
consisting chiefly of outside solicitation fees and expenses, brokers' 
fees and printing costs.
    CL&P has filed its proxy solicitation materials and requests that 
its proposal to solicit proxies be permitted to become effective 
immediately, as provided in rule 62(d) under the Act. It appears to the 
Commission that the Declaration, with respect to the proposed 
solicitation of proxies, should be permitted to become effective 
immediately under rule 62(d).
    It is ordered, under rule 62 under the Act, that the Declaration 
regarding the proposed solicitation of proxies from CL&P shareholders 
become effective immediately, subject to the terms and conditions 
contained in rule 24 under the Act.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 03-24864 Filed 9-30-03; 8:45 am]
BILLING CODE 8010-01-P