SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
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 7, 2005
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THE CONNECTICUT LIGHT AND POWER COMPANY
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(Exact name of registrant as specified in its charter)
CONNECTICUT 0-11419 06-0303850
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(State or other jurisdiction (Commission (I.R.S. Employer
of organization) File Number) incorporation or
Identification No.)
107 SELDEN STREET
BERLIN, CONNECTICUT 06037-1616
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(Address of principal executive offices) (Zip Code)
(860) 665-5500
(Registrant's telephone number, including area code)
Not Applicable
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(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 3 Securities and Trading Markets
Item 3.03(a) Material Modifications to Rights of Security Holders
On April 7, 2005, The Connecticut Light and Power Company
("CL&P") completed the issuance and sale to the public of $100,000,000
aggregate principal amount of its 5.000% First and Refunding Mortgage
Bonds, 2005 Series A, Due 2015 ("Series A Bonds") and $100,000,000
aggregate principal amount of its 5.625% First and Refunding Mortgage
Bonds, 2005 Series B, Due 2035 ("Series B Bonds"; together with the
Series A Bonds, the "Bonds"), pursuant to an Underwriting Agreement
dated April 4, 2005 between CL&P and Barclays Capital Inc. and
Citigroup Global Markets Inc., as representatives of the several
underwriters named therein. The Bonds were issued under
a Supplemental Indenture, dated as of April 1, 2005, between
CL&P and Deutsche Bank Trust Company Americas, supplementing the
Indenture of Mortgage and Deed of Trust between CL&P
and Deutsche Bank Trust Company Americas (formerly known as Bankers
Trust Company), as trustee (the "Trustee"), dated as of May 1, 1921,
as amended and supplemented (the "Indenture").
Upon the issuance of the Bonds, CL&P received the requisite
66 2/3% consent for certain amendments to the Indenture (the "A
Amendment"). The A Amendment contains material changes to the Indenture
and, upon the receipt of the requisite consent of 100% of the holders
of the last two series of bonds that were issued under the Indenture
before 2004, further material amendments to the Indenture will become
effective (the "B Amendment"). CL&P does not expect to receive such
100% consent to effect the B Amendment until May 2031, upon the
maturity of the last of these two series of bonds.
Provisions of the A Amendment which differ materially
from those of the Indenture prior to such amendment include the
elimination of certain conditions and restrictions on the issuance
of additional bonds; the elimination of the replacement fund
requirement; the easing of limitations for the application or
withdrawal of cash deposited with the Trustee; the elimination
of provisions that restrict the payment of common stock dividends
by CL&P; and the simplification of procedures for the release of
minor properties.
This description of the provisions of the A Amendment
does not purport to be complete and is qualified in its entirety
by reference to the Indenture, which is filed as Exhibit 99.5
hereto and is hereby incorporated herein by reference.
Section 8 - Other Events
Item 8.01 Other Events
On April 7, 2005, CL&P issued the Bonds pursuant to the
Supplemental Indenture. As described above in Item 3.03, upon the
issuance of the Bonds, certain amendments to the Indenture were
effected.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(a) Not Applicable
(b) Not Applicable
(c) Exhibits
Exhibits Description
Exhibit 99.1 Underwriting Agreement dated April 4,
2005 between CL&P and the Underwriters
named therein.
Exhibit 99.2 Supplemental Indenture establishing the
terms of the Bonds, dated as of April 1,
2005, between CL&P and Deutsche Bank
Trust Company Americas, as Trustee
(the "Supplemental Indenture").
Exhibit 99.3 Form of Series A Bond (included as
Schedule A-1 to the Supplemental
Indenture).
Exhibit 99.4 Form of Series B Bond (included as
Schedule A-2 to the Supplemental
Indenture)
Exhibit 99.5 Composite Indenture of Mortgage, as
amended and restated as of April 1,
2005 (included as Schedule C to
the Supplemental Indenture).
Exhibit 99.6 Opinion of Jeffrey C. Miller relating to
the issuance and sale of Bonds (including
consent).
[SIGNATURE PAGE TO FOLLOW]
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.
THE CONNECTICUT LIGHT AND POWER COMPANY
(Registrant)
By: /s/ Randy A. Shoop
Name: Randy A. Shoop
Title: Vice President and Treasurer
Date: April 11, 2005