8-K 1 nstarelectform8k.htm NSTAR ELECTRIC FORM 8K NSTAR Electric Form 8K


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C.  20549







NSTAR ELECTRIC COMPANY

(Formerly known as Boston Edison Company)

(Exact name of registrant as specified in its charter)


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):  May 10, 2007




 

 

Registrant, Address and Telephone Number

 

 

 

 

 

 

 

 

      

NSTAR ELECTRIC COMPANY

      

 

 

      

800 Boylston Street

      

 

 

 

Boston, Massachusetts 02199

 

 

 

     

Telephone (617) 424-2000

      

 

 

 

 

 

 

Commission

File Number

     


State of Incorporation

      

I.R.S. Employer

Identification No.

 

 

 

 

 

    1-2301

     

Massachusetts

      

04-1278810

 

 

 

 

 


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:


[     ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[     ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[     ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[     ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Explanatory Note


As disclosed in the Company's Form 8-K filed January 5, 2007, NSTAR, the parent company of NSTAR Electric Company (f.k.a. Boston Edison Company (Boston Edison)), completed the transfer of the assets (consisting primarily of the utility distribution facilities, properties, franchise rights and other assets and liabilities), reflecting the net assets of its other wholly-owned electric subsidiaries, Commonwealth Electric Company (ComElectric), Cambridge Electric Light Company (Cambridge Electric) and Canal Electric Company (Canal Electric), collectively "the merged companies”, to Boston Edison.  The transfer of net assets was structured as a merger of ComElectric, Cambridge Electric and Canal Electric into Boston Edison.  The transfer of net assets was made pursuant to NSTAR's Rate Settlement Agreement of December 30, 2005 as approved by the Massachusetts Department of Telecommunications and Energy (MDTE).  The transfer of net assets was approved by the MDTE and by the Federal Energy Regulatory Commission.  In connection with this transaction, Boston Edison changed its corporate name to NSTAR Electric Company (NSTAR Electric).  Also, in connection with the merger, Boston Edison issued an aggregate of 25 shares of its Common Shares, par value $1.00 per share, to NSTAR in exchange for the net assets of the merged companies.  Because the merger occurred on January 1, 2007, NSTAR Electric's 2006 Form 10-K filed on March 15, 2007 presented the financial position, results of operations and cash flows of NSTAR Electric (f.k.a. Boston Edison Company) without taking into account the effect of the merger.  This Form 8-K filing is made in order to meet information requirements of the Securities and Exchange Commission with respect to a registration statement expected to be filed in the future and includes audited Consolidated Statements of Income, Consolidated Balance Sheets, Consolidated Statements of Retained Earnings and Consolidated Statements of Cash Flows of the combined entities reflecting the impact of the merger as described above.  In accordance with the Financial Accounting Standards Board, Statement of Financial Accounting Standards No. 141 "Business Combinations," for business combinations under common control and ownership, the consolidated financial statements are combined on an “as if” pooling basis.  Following the transaction, NSTAR Electric will continue as a wholly-owned subsidiary of NSTAR.


Item 9.01.  Financial Statements and Exhibits


(d)  Exhibits


Number

Exhibit

Exhibit 99

Additional Exhibits

 

 

99.1

Management's Discussion and Analysis and Audited consolidated financial statements of NSTAR Electric Company (Consolidated Statements of Income, Consolidated Statements of Cash Flows, Consolidated Statements of Retained Earnings each for the three years ended December 31, 2006, 2005, and 2004, as well as Consolidated Balance Sheets as of December 31, 2006 and 2005.)

 

 

99.2

Report of Independent Registered Public Accounting Firm










SIGNATURE


     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 Electric Company

                                                

     

             (Registrant)

     

     

     

     

Date: May 10, 2007                           

  By:  

/s/ R. J. WEAFER, JR.                       

 

     

Robert J. Weafer, Jr.

 

     

Vice President, Controller

 

     

and Chief Accounting Officer