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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Hubbell Incorporated
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(Name of Issuer)
Class A Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
443510102
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(CUSIP Number)
Richard W. Davies, 584 Derby Milford Road, Orange, CT 06477 Phone (203)799-4230
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 17, 2003
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(Date of Event which Requires Filing of this Statement
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
STATEMENT PURSUANT TO RULE 13d-1 OF THE
GENERAL RULES AND REGULATIONS UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
This Amendment No. 1 is being filed to update disclosures previously made
pursuant to Items 4, 6 and 7 of this Schedule 13D.
Item 4. Purpose of Transaction
Andrew McNally IV, G.J. Ratcliffe and Richard W. Davies, as Trustees under a
Trust Indenture dated September 2, 1957 made by Louis E. Roche (the "Roche
Trust"), and Andrew McNally IV, G.J. Ratcliffe and Richard W. Davies, as
Trustees under a Trust Indenture dated August 23, 1957 made by Harvey Hubbell
(the "Hubbell Trust"), have determined to implement a diversification plan that
is expected to result in the disposition of a portion of the Class A Common
Stock, par value $.01 per share (the "Class A Stock"), of Hubbell Incorporated,
a Connecticut corporation, owned by the Roche Trust and the Hubbell Trust (the
"Diversification Plan").
The Diversification Plan is expected to result in the sale, in market
transactions pursuant to Rule 144 under the Securities Act of 1933, over a
period of four years, of up to 656,220 shares of Class A Stock by the Roche
Trust (the "Roche Shares") and up to 445,400 shares of Class A Stock by the
Hubbell Trust (the "Hubbell Shares"). The Roche Shares and the Hubbell Shares
represent in the aggregate approximately 11.4 percent of the issued and
outstanding shares of Class A Stock. To implement the Diversification Plan, the
Roche Trust and the Hubbell Trust have entered into a Planned Sales Agreement,
dated as of September 17, 2003 with Putnam Trust Company. The Planned Sales
Agreement provides for sales to be made on behalf of the Roche Trust and the
Hubbell Trust in accordance with Rule 10b5-1(c) under the Securities Exchange
Act of 1934.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
See Item 4 above.
Item 7. Material to be Filed as Exhibits
Exhibit 1: Planned Sales Agreement, dated as of September 17, 2003, among the
Roche Trust, the Hubbell Trust and The Bank of New York, Putnam Trust
Division.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete, and correct.
Dated: September 17, 2003 /s/Richard W. Davies
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Richard W. Davies