1SECURITIES 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) September 23, 2004
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Commission File Number 0-7624
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WESTERN MASSACHUSETTS
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(Exact name of registrant as specified in its charter)
MASSACHUSETTS 0-7624 04-1961130
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(State or other (Commisson (I.R.S. Employer incorporation
jurisdiction of File Number) or Identification No.)
organization)
ONE FEDERAL STREET, BUILDING 111-4
SPRINGFIELD, MASSACHUSETTS 01105
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(Address of principal executive offices) (Zip Code)
(413) 785-5871
(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 8 - Other Events
Item 8.01 Other Events
On September 23, 2004, Western Massachusetts Electric Company
("WMECO") completed the issuance and sale to the public of
$50,000,000 aggregate principal amount of its Senior Notes, Series
B, Due 2034 ("Series B Notes"), pursuant to an Underwriting
Agreement dated September 20, 2004 between WMECO and Morgan
Stanley & Co. Incorporated., as representative of the several
underwriters named therein. The Series B Notes were issued under
a Supplemental Indenture, dated as of September 1, 2004, between
WMECO and The Bank of New York, as Trustee, supplementing the
Indenture between WMECO and The Bank of New York, as Trustee,
dated as of September 1, 2003, as previously supplemented.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(a) Not Applicable
(b) Not Applicable
(c) Exhibits
Exhibits Description
Exhibit 1 Underwriting Agreement dated
September 20, 2004 between WMECO and
Morgan Stanley & Co., Inc. as
Representative.
Exhibit 4.1 Second Supplemental Indenture,
dated as of September 1, 2004,
between WMECO and The Bank of New York,
as Trustee (the "Series B Supplemental
Indenture").
Exhibit 4.2 Form of Series B Notes (included as
Exhibit A to the Series B Supplemental
Indenture).
Exhibit 5 Opinion of Jeffrey C. Miller relating to
the issuance and sale of Series B Notes
(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.
WESTERN MASSACHUSETTS ELECTRIC COMPANY
(Registrant)
By: /s/ Randy A. Shoop
Name: Randy A. Shoop
Title: Assistant Treasurer - Finance
Date: September 27, 2004