-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RaFacY5Dn3i5hJWRmaWhdVfAJx8Pn8CpPhTIEjbe908eGeejMS3D90NWO2Yzo6aw wIlDAFBFce82KBG/0jIYwg== 0000950135-00-000298.txt : 20000203 0000950135-00-000298.hdr.sgml : 20000203 ACCESSION NUMBER: 0000950135-00-000298 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991115 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NSTAR/MA CENTRAL INDEX KEY: 0001035675 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 046830187 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-14768 FILM NUMBER: 515976 BUSINESS ADDRESS: STREET 1: 800 BOYLSTON ST CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 8884232364 MAIL ADDRESS: STREET 1: 800 BOYLSTON ST CITY: BOSTON STATE: MA ZIP: 02199 FORMER COMPANY: FORMER CONFORMED NAME: B E C ENERGY DATE OF NAME CHANGE: 19980421 FORMER COMPANY: FORMER CONFORMED NAME: BOSTON EDISON HOLDINGS DATE OF NAME CHANGE: 19970313 8-K 1 NSTAR 1 ================================================================================ 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): NOVEMBER 15, 1999 -------------------- NSTAR (Exact name of registrant as specified in its charter)
MASSACHUSETTS 1-14768 04-3466300 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation or organization) Identification Number)
800 BOYLSTON STREET BOSTON, MA 02199 (Address, of principal executive offices, including zip code) (617) 424-2000 (Registrant's telephone number including area code) -------------------- ================================================================================ PAGE 1 OF 4 2 ITEM 5. OTHER EVENTS. On November 15, 1999, NSTAR entered into a $450 million Revolving Credit Agreement with a group of banks with a maturity of November 15, 2002. Pricing is based on NSTAR's credit ratings and a fixed spread over the Eurodollar Rate Loan rate. We pay a facility fee on the $450 million. The Revolving Credit Agreement supports our commercial paper program. On January 27, 2000, NSTAR issued a press release in which we announced our results for the fourth quarter of 1999. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference. -2- 3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1. Press release issued by NSTAR on January 27, 2000. Note: NSTAR agrees to furnish to the Securities and Exchange Commission, upon request, a copy of the Revolving Credit Agreement dated as of November 15, 1999 referred to in this report. Such agreement is not filed herewith because it does not relate to outstanding debt in amount greater than 10% of the total assets of NSTAR and its subsidiaries on a consolidated basis. -3- 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NSTAR By: /s/ ROBERT J. WEAFER, JR. ------------------------------------------- Name: Robert J. Weafer, Jr. Title: Vice President, Controller and Chief Accounting Officer Date: January 28, 2000 -4- EX-99.1 2 PRESS RELEASE ISSUED BY NSTAR ON JANUARY 27, 2000 1 [NSTAR LOGO] NSTAR NEWS RELEASE Contact: Philip J. Lembo Phone: (617)424-3562 e-mail: ir@nstaronline.com For Immediate Release January 27, 2000 NSTAR ANNOUNCES 1999 EARNINGS Boston, MA -- Nstar (NST - NYSE) today reported earnings of $0.35 per basic and diluted share, respectively, for the three months ended December 31, 1999 versus $0.15, for the same period in 1998. For the year ended December 31, 1999, earnings per basic and diluted share were $2.77 and $2.76, respectively, compared to $2.76 and $2.75 in 1998. The fourth quarter of 1999 represents the first full quarter of NSTAR, following the merger of BEC Energy and Commonwealth Energy System in August. Chairman and Chief Executive Officer Tom May said, "The company was again successful in shaping and solidifying its future. NSTAR was a top performer in the industry in terms of stock value and total shareholder return. At the same time we accomplished critical strategic and operating objectives, and improved service to customers." May added that NSTAR is fully committed to enhancing shareholder value. In July, the company was the first in the nation to close on the sale of a nuclear power plant. In August, the company nearly doubled its customer base by completing its merger with COM/Energy in record time for the industry. Later in the year NSTAR announced a $300 million common share buyback program and increased its dividend by 3.1%. May added that the company's telecommunications joint venture with RCN Corporation will help create additional shareholder value in today's booming telecommunications market. The results for the year and the quarter reflect the positive contribution of the former COM/Energy subsidiaries for the last four months of 1999. The comparison of 1999 to 1998 is impacted by NSTAR's Boston Edison subsidiary, which experienced a 4.7% increase in retail electric sales for the year and significant cost reductions as a result of operating efficiencies and generating unit divestitures and lower financing costs. However, the impact of the retail electric rate reduction mandated by the Massachusetts Electric Utility Restructuring Law, the amortization of goodwill and 2 merger related costs, and the higher level of common shares outstanding as a result of the merger partially offset these positive impacts. Prior year results reflect only the results of BEC Energy. In addition, earnings per share for the year is impacted by one-time costs associated with an $11.3 million ($0.14 per share) reduction in the carrying value of non-regulated district energy assets. NSTAR was formed in August 1999 through a merger of BEC Energy and Commonwealth Energy System. The company, headquartered in Boston, MA, provides regulated electric and gas utility services and is also engaged in telecommunications and other non-regulated activities. NSTAR, through its subsidiaries, Boston Edison Company, Cambridge Electric Light Company, Commonwealth Electric Company and Commonwealth Gas Company, serves approximately 1.3 million customers throughout Massachusetts, including approximately 1,040,000 electric customers in 81 communities and 240,000 gas customers in 51 communities. More information can be found at the company's Web site - WWW.NSTARONLINE.COM. FINANCIAL DATA (in thousands except per share data)
3 months ended December 31: 1999 1998 % Change - ----------------------------------------------------------------------------- Operating revenues $ 582,787 $ 363,153 60.5% Net income $ 22,353 $ 8,374 166.9% Preferred dividends provided $ 1,490 $ 1,490 0.0% Earning per share - basic $ 0.35 $ 0.15 133.3% - diluted $ 0.35 $ 0.15 133.3% Weighted avg. # of shares - basic 59,653 47,184 26.4% - diluted 59,793 47,366 26.2% Dividend declared per share of common stock $ 0.50 $ 0.485 3.1% 12 months ended December 31: 1999 1998 % Change - ----------------------------------------------------------------------------- Operating revenues $1,851,098 $1,622,515 14.1% Net income $ 146,427 $ 141,046 3.8% Preferred dividends provided $ 5,960 $ 8,765 (32.0%) Earning per share - basic $ 2.77 $ 2.76 0.4% - diluted $ 2.76 $ 2.75 0.4% Weighted avg. # of shares - basic 50,796 47,973 5.9% - diluted 50,921 48,149 5.8% Dividend declared per share of common stock $ 1.955 $ 1.895 3.2%
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