(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, 2003
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, D.C. 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 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.
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
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.