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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):  July 2, 2009


Commission

File Number

Registrant; State of Incorporation

Address; and Telephone Number

I.R.S. Employer

Identification No.

 

 

 

1-5324

NORTHEAST UTILITIES

04-2147929

 

(a Massachusetts voluntary association)

 

 

One Federal Street, Building 111-4

 

 

Springfield, Massachusetts 01105

 

 

Telephone:  (413) 785-5871

 

 

 

 

0-7624

WESTERN MASSACHUSETTS ELECTRIC COMPANY

04-1961130

 

(a Massachusetts corporation)

 

 

One Federal Street, Building 111-4

 

 

Springfield, Massachusetts 01105

 

 

Telephone:  (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 7 – Regulation FD


Item 7.01 – Regulation FD Disclosure


On July 2, 2009, Western Massachusetts Electric Company (“WMECO”) notified holders of its four series of outstanding unsecured senior notes (“Senior Notes”) that it had filed a petition with the Massachusetts Department of Public Utilities (the “DPU”) in which WMECO proposed to amend and restate the related September 1, 2003 Indenture (the “Indenture”) to collateralize the Senior Notes with a first mortgage lien on WMECO’s property.  Such amendment and restatement is subject to approval by the DPU and a subsequent decision by WMECO to issue first mortgage bonds to finance future capital needs.  Under the terms of the Indenture, if WMECO were to issue first mortgage bonds, it will be obligated to secure the Senior Notes equally and ratably with such first mortgage bonds.  


See WMECO’s notice to holders of Senior Notes attached as Exhibit 99.1 for additional information.


Section 9 – Financial Statements and Exhibits


Item 9.01 – Financial Statements and Exhibits.


(d)

Exhibits.  


Exhibit Number

Description

99.1

Notice to holders of Senior Notes, dated July 2, 2009.


   


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SIGNATURE


Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.



 

NORTHEAST UTILITIES

WESTERN MASSACHUSETTS ELECTRIC COMPANY

(Registrants)




July 2, 2009




By:

 /s/ Randy A. Shoop                                            

Randy A. Shoop

Vice President and Treasurer

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