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):  March 26, 2012  

NSTAR

(Exact name of registrant as specified in its charter)

Section 8

Other Events

Item 8.01.

Other Events.

On March 26, 2012, the Connecticut Public Utility Regulatory Authority (“PURA”) issued a Draft  Decision (the “Draft Decision”) in Docket No. 12-01-07, the proceeding to consider the joint application for approval of the merger transaction involving Northeast Utilities (“NU”) and NSTAR.  The application was originally filed by NU and NSTAR on January 19, 2012.  

In the Draft Decision, PURA approved the merger by stock exchange of NU and NSTAR subject to orders requiring NU to submit to PURA letters, notices and worksheets detailed in the Draft Decision.  PURA concluded that NU and NSTAR demonstrated that the merger is in the public interest, finding that NU will have the financial, technological, and managerial suitability and responsibility to provide service; possess the ability to provide safe, adequate and reliable service to the public through the public service company’s plant, equipment and manner of operations; and maintain adequate and local accessibility to management and operations.  

In the Draft Decision, PURA also approved the settlement agreement, dated March 13, 2012 (the “CT Settlement”), entered into by and among Northeast Utilities, NSTAR, the Attorney General of the State of Connecticut and the State of Connecticut, Office of Consumer Counsel.  PURA found that the CT Settlement is advantageous to customers based on a rate credit of $25 million to Connecticut Light & Power (“CL&P”) customers and a CL&P rate freeze until December 1, 2014.  In addition, PURA noted that the CT Settlement provides the following for Connecticut customers:

·

$15 million to fund an energy efficiency program;

·

Development of a micro grid infrastructure;

·

The same levels and types of charitable cash donations and civic commitments;

·

A lineman apprenticeship program;

·

Improved storm response;

·

Establishment of an irrevocable land trust; and

·

$300 million of spending on additional system resiliency.  

Based on the monetary and non-monetary specifics of the CT Settlement, PURA found that the CT Settlement is in the public interest.

A copy of the Draft Decision is available at the following link:

http://www.dpuc.state.ct.us/dockcurr.nsf/8e6fc37a54110e3e852576190052b64d/a615043be9fb82ee852579cd0066509e/$FILE/df120107.doc

NU and NSTAR are awaiting approvals from PURA and the Massachusetts Department of Public Utilities (“DPU”).  PURA is scheduled to issue a final decision on April 2, 2012.  On February 15, 2012, NU and NSTAR reached comprehensive merger-related settlement agreements with both the Massachusetts Attorney General and the Massachusetts Department of Energy Resources agreeing to certain conditions with respect to the merger, which are subject to DPU approval and have been requested by the parties to be approved on April 4, 2012.  If both PURA and the DPU issue acceptable decisions by such dates, NSTAR expects the merger will be consummated by April 16, 2012.

For further information regarding the pending NU-NSTAR merger, please refer to the Registration Statement on Form S-4 (Registration No. 333-170754) filed by NU with the Securities and Exchange Commission (“SEC”) in connection with the merger, NSTAR’s Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC on February 6, 2012, and its Current Reports on Form 8-K filed on February 15, 2012, March 7, 2012, March 12, 2012 and March 14, 2012.

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