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): October 11, 2012 (October 4, 2012)
WESTERN MASSACHUSETTS ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
Massachusetts | 0-7624 | 04-1961130 |
(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: (413) 785-5871
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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 2
Financial Information
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On October 4, 2012, Western Massachusetts Electric Company (“WMECO”) issued an additional $150,000,000 aggregate principal amount of its 3.50% Senior Notes, Series F, Due 2021 (“Series F Notes”), pursuant to an Underwriting Agreement, dated October 1, 2012, between Citigroup Global Markets Inc. and J.P. Morgan Securities LLC and WMECO. The additional Series F Notes are part of the same series of debt securities issued by WMECO on September 16, 2011. Upon the closing of this offering, the aggregate principal amount of Series F Notes outstanding totaled $250,000,000.
The additional Series F Notes were registered under the Securities Act of 1933, as amended, pursuant to WMECO’s shelf registration statement, as amended (Registration No. 333-165579-01). The additional Series F Notes were issued under the Sixth Supplemental Indenture, dated as of September 15, 2011, between WMECO and The Bank of New York Mellon Trust Company, N.A., as Trustee, supplementing the Indenture between WMECO and The Bank of New York Mellon Trust Company, N.A., as successor Trustee, dated as of September 1, 2003, as previously supplemented.
Section 9
Financial Statements and Exhibits
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit Number | Description |
1 * | Underwriting Agreement, dated October 1, 2012, among Citigroup Global Markets Inc. and J.P. Morgan Securities LLC and WMECO. |
4.1 | Sixth Supplemental Indenture, dated as of September 15, 2011, between WMECO and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Supplemental Indenture”)(incorporated by reference to Exhibit 4.1 of WMECO’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 19, 2011, File No. 000-07624) |
4.2 | Form of Series F Note (included as Exhibit A to the Supplemental Indenture incorporated by reference herein as Exhibit 4.1). |
5 * | Legal opinion of Richard J. Morrison, Esq. relating to the validity of the additional Series F Notes (including consent). |
* Filed herewith.
2
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.
WESTERN MASSACHUSETTS ELECTRIC COMPANY
(Registrant)
October 11, 2012
By:
/S/ PHILIP L. LEMBO
Philip J. Lembo
Vice President and Treasurer
3
EXHIBIT INDEX
Exhibit Number | Description |
1 * | Underwriting Agreement, dated October 1, 2012, between Citigroup Global Markets Inc. and J.P. Morgan Securities LLC and WMECO. |
4.1 | Sixth Supplemental Indenture, dated as of September 15, 2011, between WMECO and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Supplemental Indenture”)(incorporated by reference to Exhibit 4.1 of WMECO’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 19, 2011, File No. 000-07624) |
4.2 | Form of Series F Note (included as Exhibit A to the Supplemental Indenture incorporated by reference herein as Exhibit 4.1). |
5 * | Legal opinion of Richard J. Morrison, Esq. relating to the validity of the additional Series F Notes (including consent). |
* Filed herewith.