-----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, EgtS4g6JayS1tjs3rsAGTdFIQw7qupL43r6pZTf3QtgDpU7Vrzhqpr0/QXklZQMB ZzuJ3Ml3Ims6YLUpk4qrHQ== 0001035675-01-500017.txt : 20010702 0001035675-01-500017.hdr.sgml : 20010702 ACCESSION NUMBER: 0001035675-01-500017 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010629 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: 11-K SEC ACT: SEC FILE NUMBER: 001-14768 FILM NUMBER: 1671205 BUSINESS ADDRESS: STREET 1: 800 BOYLSTON ST CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 6174242000 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 11-K 1 nstarofftechprof11k2000.txt 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[X] For annual reports of employee stock purchase, savings and similar plans pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2000 [ ] Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the transition period from to
Commission File Number 1-14768 NSTAR NEGOTIATED SAVINGS PLAN FOR OFFICE, TECHNICAL AND PROFESSIONAL EMPLOYEES (formerly known as Boston Edison Negotiated Savings Plan for Office, Technical and Profession Employees) (Full title of the plan) NSTAR (Name of issuer of the securities held pursuant to the plan) 800 Boylston Street, Boston, Massachusetts 02199 (Address of principal executive offices) REPORT OF INDEPENDENT ACCOUNTANTS To the Retirement Plans Committee: In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the NSTAR Negotiated Savings Plan for Office, Technical and Professional Employees (the "Plan"), formerly known as the Boston Edison Negotiated Savings Plan for Office, Technical and Profession Employees, at December 31, 2000 and 1999, and the changes in net assets available for benefits for the year ended December 31, 2000 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes at December 31, 2000 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts June 28, 2001
NSTAR NEGOTIATED SAVINGS PLAN FOR OFFICE, TECHNICAL AND PROFESSIONAL EMPLOYEES Statements of Net Assets Available for Benefits (in thousands) December 31, 2000 1999 Assets Investments, at quoted market value: Registered investment company $ 34,198 $ 42,658 shares Fidelity Brokerage Link 2,695 2,908 Common shares of NSTAR 17,695 17,569 Loans to participants 1,313 1,354 Total investments 55,901 64,489 Other assets Receivables - Employee contributions 65 40 Employee contributions 29 19 Total other assets 94 59 Net assets available for benefits $ 55,995 $ 64,548 ======== ======== The accompanying notes are an integral part of these financial statements.
NSTAR NEGOTIATED SAVINGS PLAN FOR OFFICE, TECHNICAL AND PROFESSIONAL EMPLOYEES Statement of Changes in Net Assets Available for Benefits Plan year ended December 31, 2000 (in thousands) Additions to net assets attributed to: Investment income Interest and dividends - Registered investment company shares $ 1,964 Fidelity Brokerage Link 173 Common Shares of NSTAR 814 Interest on participant loans 91 3,042 Contributions: Employee 2,868 Employer 1,045 3,913 Total additions, net 6,955 Deductions from net assets attributed to: Benefits paid to participants or beneficiaries 9,199 Deemed distributions from participant loans 157 Net depreciation in fair value of investments 5,391 Total deductions 14,747 Net decrease prior to transfers (7,792) Transfers to other savings plans (761) Net decrease (8,553) Net assets available for benefits: Beginning of year 64,548 End of year $ 55,995 ======== The accompanying notes are in integral part of these financial statements.
NSTAR NEGOTIATED SAVINGS PLAN FOR OFFICE, TECHNICAL AND PROFESSIONAL EMPLOYEES Notes to Financial Statements A. Summary The following description of the NSTAR Negotiated Savings Plan for the Office, Technical and Professional Employees (the "Plan"), formerly known as the Boston Edison Negotiated Savings Plan for Office, Technical and Profession Employees, provides only general information. Participants' benefits under this Plan will be determined in accordance with the Summary Plan Description document. Effective January 1, 2000, the current Plan name was adopted following a corporate merger as described below, and replaced the former "Boston Edison Negotiated Savings Plan for the Office, Technical and Professional Employees." Changes in features of the Plan are also described below. General NSTAR is an energy delivery company of approximately 1.3 million customers in Massachusetts including more than one million electric customers in 81 communities and 244,000 gas customers in 51 communities. NSTAR was created through the merger of BEC Energy (BEC) and Commonwealth Energy System (COM/Energy) on August 25, 1999 and is an exempt public utility holding company. As a result of this merger, the NSTAR Stock Fund replaced the BEC Energy Common Share Fund. Common Shares of NSTAR are listed on the New York and Boston stock exchange under the trading symbol of NST. The Plan was originally established in 1991 to provide retirement benefits for participating eligible employees of Boston Edison Company (the "Company") through a program of salary-reduction contributions and matching employer contributions. The Plan has been amended or restated from time to time thereafter. The Plan is a defined contribution plan subject to the rules and regulations of the Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan is qualified under section 401(a) of the Internal Revenue Code (the "Code") and utilizes the special federal income tax deferral features of section 401(k) of the Code. The Plan administrators are the NSTAR Retirement Plans Committee and the NSTAR Pension Management Committee. The Plan investments are held by Fidelity Investments ("Fidelity"), the Plan trustee and record keeper. Participation Office, Technical and Professional union employees are eligible to join the Plan at specified times at age 21 or older with one year of service, at age 35, or after four years of service regardless of age. Contribution Policy Employees participating in the Plan elect to make contributions of at least 2% but not more than 16% of their pretax annual compensation as defined in the Plan. The Company contributes a matching amount under the Plan equal to 50% of each Participant's contributions, up to a maximum of 8% of the Participant's compensation. The match is made entirely in common shares of NSTAR. Refer to Note H for a subsequent change to the Plan. Investments Investments in the Plan are directed by the individual Plan Participants. Currently there are nine investment choices offered under the Plan: the NSTAR Common Share Fund, seven mutual funds (Asset Manager, Magellan, Retirement Government Money Market, Spartan U.S. Equity Index, Intermediate Bond, International Growth and Income and Disciplined Equity) managed by Fidelity, and Fidelity Brokerage Link. Fidelity Brokerage Link is a self-directed brokerage account through which Participants are able to invest in a variety of securities, including stock, bonds, mutual funds and certificates of deposit. Participant contributions and investment earnings are available for Participant direction. Refer to Note H for a subsequent change to the Plan. Participants Accounts Each Participant account is credited with the Participant's contribution and an allocation of (a) the Company's contribution and (b) Plan earnings (based on the Participant's account balance). The benefit to which a Participant is entitled is the benefit that can be provided from the Participant's vested account. Vesting Participants are fully vested at all times in the entire balance of their own contributions to the Plan and are immediately vested in the Company match. Payments of Benefits Benefits paid to Participants on termination of service due to death, disability, retirement, or other reasons are paid in a lump-sum amount equal to the value of the vested interest in a Participant's account. Plan Termination While it is the current intention of management to continue the Plan indefinitely, neither the making of contributions nor the continuance of the Plan is assumed by management as a contractual obligation. In the event of Plan termination, the assets will be distributed to Participants to the extent of their individual allocations, in accordance with the Plan's distribution provisions. Participant Loans Participants in the Plan for a minimum of 12 months may obtain a loan from the balance in their elective contribution account. The loan may not be less than $1,000 nor exceed the lesser of $50,000 or 50% of the market value of the Participant's elective contribution account. Loans must be repaid to the Participant's account over a period not to exceed five years (unless the loan is for the purchase of a principal residence) via payroll deductions. The annual interest rate is modified from time to time to reflect changes in the prime rate or other market interest indicators. B. Summary of Significant Accounting Policies Basis of Accounting and Use of Estimates The Plan's financial statements have been prepared under the accrual method of accounting and in accordance with the rules and regulations of ERISA. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Risks and Uncertainties The Plan provides for various investment options in any combination of stock, bonds, fixed income securities, mutual funds and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonable possible that changes in risks in the near term would materially affect Participants' account balances and the amounts reported in the statements of net assets available for plan benefits and the statement of changes in net assets available for plan benefits. Investments Valuation Plan investments held by Fidelity are stated at fair value. Fair value of shares of registered investment companies represent the net asset value of such shares as of the close of business on the last business day of the year. Fair value of NSTAR common shares are based on the last quoted market price as of the close of business on the last day of the year, which was $42.875 per share. Fair value of the Fidelity Brokerage Link Account assets, which are primarily common stock and fixed income securities, are determined using the methods stated above. Participant notes receivable are valued at cost plus interest which approximates fair value. Income Recognition Income of the NSTAR Common Share Fund consists primarily of dividends on its common shares. The allocation of each Fund's earnings to a Participant's account is based on the percentage of the Participant's units in the Funds and is allocated daily. Capital gain distributions are included in dividend income. Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis. Purchases and sales of securities are recorded on a trade-date basis. Net Appreciation/(Depreciation) in the Fair Value of Investments Gains and losses are realized upon distributions (including withdrawals) to Participants and the transfer of all or a portion of a Participant's account between investment choices. The Plan presents in the statement of changes in net assets the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. Contributions Salary reduction contributions made on behalf of Participants and matching contributions are recorded in the period payroll deductions are made from Participants. Contributions receivable at December 31, 2000 and 1999 represent amounts withheld from Participants and the corresponding matching contributions subsequently deposited to the Plan in the following month. Distributions and withdrawals Distributions and withdrawal payments are recorded when paid. Transfers Between Investment Choices Plan Participants may, with certain limitations, elect to transfer their elective contribution account balances from any investment option or options to any of the other options offered by the Plan on a daily basis. C. Nonparticipant-Directed Investments Information about the significant components of the changes in net assets relating to the nonparticipant-directed investments is as follows (in thousands):
Year Ended December 31, 2000 Beginning of period $ 14,385 Changes in Net Assets - Contributions $ 1,035 Dividends 199 Net appreciation 1,141 Benefits paid to (1,974) Participants Transfers (143) 258 End of period $ 14,643 ========
D. Expenses Brokerage fees, commissions, stock transfer taxes and other expenses in connection with the purchase, sale or distribution of securities for each Fund may be charged to such Fund. Any expense of litigation may be paid by the Plan Trustee and charged to the Trust Fund or to the Fund or Funds to which the litigation relates. Expenses and charges incurred in the administration of the Plan are generally paid by the Company. An administrative fee relating to the issuance of Plan loans under the Loan Fund is paid by Plan Participants. E. Related Party Transactions Certain Plan investments are shares of mutual funds managed by Fidelity. Fidelity is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest. NSTAR and Boston Edison Company are parties-in-interest as that term is defined in section 3(14) of ERISA. F. Reconciliation of Financial Statements to Form 5500 The following is a reconciliation of net assets available for benefits per these financial statements to the Form 5500 at December 31, 2000 and 1999 (in thousands):
2000 1999 Net assets available for benefits per these financial $55,995 $64,548 statements Less: Contributions 94 59 receivable Net assets available for $55,901 $64,489 benefits per the Form 5500 ======= =======
The following is a reconciliation of contributions received per these financial statements to the Form 5500 for the year ended December 31, 2000 (in thousands):
2000 Contributions per these financial $ 3,913 statements Add: Contributions receivable at the beginning of the year 59 Less: Contributions receivable at 94 the end of the year Contributions per the Form 5500 $ 3,878
Contributions are recorded on the Form 5500 when received. G. Tax Status The Internal Revenue Service has determined and informed management by a letter dated May 3, 1995, that the Plan is designed in accordance with applicable sections of the Internal Revenue Code. The Plan administrator and tax counsel for the Plan believe the Plan is designed and is currently being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. H. Subsequent Event Effective April 2, 2001, the Plan name became NSTAR Savings Plan. The Plan's investment options were changed. Plan enhancements include a Participant contribution level of up to 17% of eligible pay, expedited eligibility and employer matching, more flexibility in changing the deferral contribution percentage, and the restrictions on transferring funds into and out of the NSTAR Common Share Fund are removed.
Employer Identification Number: 04-3466300 Plan Number: 89729 NSTAR NEGOTIATED SAVINGS PLAN FOR OFFICE, TECHNICAL AND PROFESSIONAL EMPLOYEES Schedule of Assets Held for Investment Purposes at Year End (in thousands) December 31, 2000 Market Value at End of Name of Issuer and Title of Issue Cost Period Fidelity Mutual Funds*: Asset Manager $ 4,655 $ 4,781 Magellan 14,042 17,506 Retirement Government Money 2,687 2,687 Market Spartan U.S. Equity Index 3,674 5,112 Intermediate Bond 172 173 International Growth & Income 870 863 Disciplined Equity 3,196 3,076 Total Fidelity Mutual Funds 29,296 34,198 Fidelity Brokerage Link* 2,695 2,695 NSTAR Common Share Fund* 9,521 17,695 Total Investments $ 41,512 $ 54,588 ======== ======== Participant Notes Receivable* $ 1,313 $ 1,313 (Rates of 6.0% to 10.0%) ======== ======== * Represents parties in interest to the Plan
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Retirement Plans Committee of the NSTAR Negotiated Savings Plan for Office, Technical and Professional Employees has caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 29, 2001 /s/ TIMOYHY T. MANNING Timothy R. Manning Vice President - Human Resources and on behalf of the NSTAR Retirement Plans Committee
CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 33-59662) of the NSTAR Negotiated Savings Plan for Office, Technical and Professional Employees of our report dated June 28, 2001 relating to the financial statements of the NSTAR Negotiated Savings Plan for Office, Technical and Professional Employees, which appears in this Form 11-K. /s/ PRICEWATERHOUSECOOPERS LLP Boston, Massachusetts June 28, 2001 -----END PRIVACY-ENHANCED MESSAGE-----