-----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, UaH39gxXIBpbcDS3KoLzJCTmqQssh7USyq1ReuQB0QKGVuNHHUPLv+EuDPFcPX9x UCs/J2eg5eZp07uJQ0UyNQ== /in/edgar/work/0000927016-00-003476/0000927016-00-003476.txt : 20001003 0000927016-00-003476.hdr.sgml : 20001003 ACCESSION NUMBER: 0000927016-00-003476 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON EDISON CO CENTRAL INDEX KEY: 0000013372 STANDARD INDUSTRIAL CLASSIFICATION: [4911 ] IRS NUMBER: 041278810 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-02301 FILM NUMBER: 732340 BUSINESS ADDRESS: STREET 1: 800 BOYLSTON ST STREET 2: ROOM P 344 CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 6174242000 MAIL ADDRESS: STREET 1: 800 BOYLSTON ST STREET 2: ROOM P 344 CITY: BOSTON STATE: MA ZIP: 02199 10-K/A 1 0001.txt FORM 10-K/A, AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549-1004 FORM 10-K/A AMENDMENT NO. 1 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ COMMISSION FILE NUMBER 1-2301 BOSTON EDISON COMPANY ------------------------------------------------------ (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-1278810 - ------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 800 BOYLSTON STREET, BOSTON, MASSACHUSETTS 02199 - ------------------------------------------ ---------- (Address of principal executive offices) (Zip Code) (617) 424-2000 --------------------------------------------------- (Registrant's telephone number, including area code) SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [ x ] NO [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Outstanding at Class of Common Stock March 15, 2000 -------------------------- -------------- Common Stock, $1 par value 100 shares The Company meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K as a wholly-owned subsidiary and is therefore filing this Form with the reduced disclosure format. Documents Incorporated by Reference Part in Form 10-K ----------------------------------- ----------------- None Not Applicable List of Exhibits begins on page 35 of this report. 1 NOTICE This Form 10-K/A, dated September 29, 2000, amends Boston Edison Company's 1999 Form 10-K as filed on April 13, 2000. Certain additional material contracts, as listed within Part IV, Item 14, "Exhibits, Financial Statement Schedules and Reports on Form 8-K", are incorporated by reference from the 1999 NSTAR Form 10- K/A, Amendment No. 1, as filed on September 29, 2000. Item 14 is provided in this filing in its entirety and should be read in conjunction with Boston Edison Company's 1999 Form 10-K. 2 PART IV ------- Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a) The following documents are filed as part of this Form 10-K: 1. Financial Statements: Page ---- Consolidated Statements of Income for the years ended December 31, 1999, 1998 and 1997 20 Consolidated Statements of Retained Earnings for the years ended December 31, 1999, 1998 and 1997 20 Consolidated Balance Sheets as of December 31, 1999 and 1998 21 Consolidated Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997 22 Notes to Consolidated Financial Statements 23 Report of Independent Accountants 19 2. Financial Statement Schedules: Schedule II Valuation and Qualifying Accounts - Years Ended December 31, 1999, 1998 and 1997 46 3. Exhibits: Refer to the exhibits listing beginning on the following page. (b) Reports on Form 8-K None 3 BOSTON EDISON COMPANY (REGISTRANT) INCORPORATED HEREIN BY REFERENCE:
Exhibit 3 Articles of Incorporation and By-Laws Exhibit SEC Docket 3.1 Restated Articles of Organization 3.1 1-2301 Form 10-Q for the quarter ended June 30, 1994. 3.2 Boston Edison Company Bylaws 3.1 1-2301 April 19, 1977, as amended January 22, 1987, Form 10-Q for the quarter January 28, 1988, May 24, 1988 and November 22, 1989 ended June 30, 1994. Exhibit 4 Instruments Defining the Rights of Security Holders, Including Indentures 4.1 Medium-Term Notes Series A - Indenture dated 4.1 1-2301 September 1, 1988, between Boston Edison Company and Form 10-Q for the quarter Bank of Montreal Trust Company ended September 10, 1988. 4.1.1 First Supplemental Indenture dated June 1, 1990 to 4.1 1-2301 Indenture dated September 1, 1988 with Bank of Form 8-K dated June 28, Montreal Trust Company - 9 7/8% debentures due 1990. June 1, 2020 4.1.2 Indentures of Trust and Agreement among the City of 4.1.26 1-2301 Boston, Massachusetts (acting by and through its Form 10-K for the year Industrial Development Financing Authority) and ended December 31, 1991. Harbor Electric Energy Company and Shawmut Bank, N.A., as Trustees dated November 1, 1991. 4.1.3 Votes of the Pricing Committee of the Board of 4.1.27 1-2301 Directors of Boston Edison Company taken August 5, Form 10-K for the year 1991 re ended December 31, 1991. 9 3/8% debentures due August 15, 2021. 4.1.4 Revolving Credit Agreement dated February 12, 1993. 4.1.24 1-2301 Form 10-K for the year ended December 31, 1992. 4.1.4.1 First Amendment to Revolving Credit Agreement dated 4.1.10 1-2301 May 19, 1995 Form 10-K for the year ended December 31, 1995. 4.1.4.2 Second Amendment to Revolving Credit Agreement dated 4.1.4.2 1-2301 July 1, 1997 Form 10-K for the year ended December 31, 1997. 4.1.5 Votes of the Pricing Committee of the Board of 4.1.25 1-2301 Directors of Boston Edison Company taken September Form 10-K for the year 10, 1992 re ended December 31, 1992. 8 1/4% debentures due September 15, 2022. 4.1.6 Votes of the Pricing Committee of the Board of 4.1.26 1-2301 Directors of Boston Edison Company taken January 27, Form 10-K for the year 1993 re 6.80% debentures due February 1, 2000 ended December 31, 1992.
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Exhibit SEC Docket 4.1.7 Votes of the Pricing Committee of the Board of 4.1.27 1-2301 Directors of Boston Edison Company taken March 5, Form 10-K for the year 1993 re 6.80% debentures due March 15,2003, ended December 31, 1992. 7.80% debentures due March 15, 2023 4.1.8 Votes of the Pricing Committee of the Board of 4.1.28 1-2301 Directors of Boston Edison Company taken August 18, Form 10-K for the year 1993 re 6.05% debentures due August 15, 2000. ended December 31, 1993. 4.1.9 Votes of the Pricing Committee of the Board of 4.1.5 1-2301 Directors of Boston Edison Company taken May 18, Form 10-K for the year 1995 re 7.80% debentures due May 15, 2010. ended December 31, 1995.
Management agrees to furnish to the Securities and Exchange Commission, upon request, a copy of any other agreements or instruments of the Registrant defining the rights of holders of any long- term debt whose authorization does not exceed 10% of total assets.
Exhibit 10 Material Contracts - ---------- ----------------- 10.1 Boston Edison Company Deferred Fee Plan dated 10.11 1-2301 January 14, 1993 Form 10-K for the year ended December 31, 1992. 10.2 Deferred Compensation Trust between Boston Edison 10.10 1-2301 Company and State Street Bank and Trust Company Form 10-K for the year dated February 2, 1993. ended December 31, 1993. 10.2.1 Amendment No. 1 to Deferred Compensation Trust dated 10.5.1 1-2301 March 31, 1994 Form 10-K for the year ended December 31, 1994. 10.3 Employment Agreement applicable to Ronald A. Ledgett 10.18 1-2301 dated April 30, 1987 Form 10-K for the year ended December 31, 1994.
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Exhibit 10 Material Contracts - ---------- ----------------- 10.4 Boston Edison Company Restructuring Settlement 10.12 1-2301 Agreement dated July 1997 Form 10-K for the year ended December 31, 1997. 10.5 Boston Edison Company and Sithe Energies, Inc. 10.1 1-2301 Purchase and Sale and Transition Agreements dated Form 10-Q for the quarter December 10, 1997. ended March 31, 1998. 10.6 Boston Edison Company Directors' Deferred Fee Plan 10.11 1-2301 Restatement effective October 1, 1998. Form 10-K for the year ended December 31, 1999. 10.7 Boston Edison Company and Entergy Nuclear Generation 10.12 1-2301 Company Purchase and Sale Agreement dated November Form 10-K for the year 18, 1998. ended December 31, 1999. 10.8 NSTAR Excess Benefit Plan effective August 25, 1999. 10.1 1-14768 (NSTAR) Form 10-K/A for the year ended December 31, 1999. 10.9 NSTAR Supplemental Executive Retirement Plan 10.2 1-14768 (NSTAR) effective August 25, 1999. Form 10-K/A for the year ended December 31, 1999. 10.10 Special Supplemental Executive Retirement Agreement 10.3 1-14768 (NSTAR) between Boston Edison Company and Thomas J. May Form 10-K/A for the year dated March 13, 1999, regarding Key Executive ended December 31, 1999. Benefit Plan and Supplemental Executive Retirement Plan. 10.11 Key Executive Benefit Plan Agreement dated as of 10.4 1-14768 (NSTAR) October 1, 1983 between Boston Edison Company and Form 10-K/A for the year Thomas J. May. ended December 31, 1999. 10.12 Key Executive Benefit Plan Agreement dated September 10.5 1-14768 (NSTAR) 1, 1989 between Boston Edison Company and Ronald A. Form 10-K/A for the year Ledgett. ended December 31, 1999. 10.13 Change in Control Agreement between NSTAR and Thomas 10.9 1-14768 (NSTAR) J. May dated May 11, 1999. Form 10-K/A for the year ended December 31, 1999. 10.14 Change in Control Agreement between NSTAR and 10.10 1-14768 (NSTAR) Russell D. Wright dated May 11, 1999. Form 10-K/A for the year ended December 31, 1999. 10.15 NSTAR Deferred Compensation Plan (Restated Effective 10.12 1-14768 (NSTAR) August 25, 1999). Form 10-K/A for the year
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Exhibit 10 Material Contracts 10.16 NSTAR 1997 Share Incentive Plan, as amended. 10.14 1-14768 (NSTAR) Form 10-K/A for the year Exhibit 12 Statement of Computation of Ratios ended December 31, 1999. 12.1 Computation of Ratio of Earnings to Fixed Charges 1-2301 for the Year Ended December 31, 1999. Form 10-K for the year ended December 31, 1999. 12.2 Computation of Ratio of Earnings to Fixed Charges 1-2301 and Preferred Stock Dividend Requirements for the Form 10-K for the year Year Ended December 31, 1999. ended December 31, 1999. Exhibit 21 Subsidiaries of the Registrant 21.1 Harbor Electric Energy Company (incorporated in 1-2301 Massachusetts), a wholly owned subsidiary of Boston Form 10-K for the year Edison Company. ended December 31, 1999. Exhibit 23 Consent of Independent Accounts 23.1 Consent of Independent Accountants to incorporate by 1-2301 reference their opinion included with this Form 10-K Form 10-K for the year in the Form S-3 Registration Statement filed by ended December 31, 1999. Boston Edison Company on February 1, 1993 (File No. 33-57840). Exhibit 99 Additional Exhibits 99.1 Settlement Agreement between Boston Edison Company 28.1 1-2301 and Commonwealth Electric Company, Montaup Electric Form 8-K dated Company the Municipal Light Department of the Town December 21, 1989 of Reading, Massachusetts, dated January 5, 1990. 99.2 Settlement Agreement Between Boston Edison Company 28.2 1-2301 and City of Holyoke Gas and Electric Department et. Form 10-Q for the quarter Al., dated April 24, 1990. ended March 31, 1990 99.3 Information required by SEC Form 11-K for certain 1-2301 employee benefit plans for the years ended December Form 10-K/A Amendments to 31, 1997, 1996 and 1995. Form 10-K for the years ended December 31, 1997, 1996 and 1995 dated June 25, 1998, June 26, 1997 and June 27, 1996 respectively.
7 SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED DECEMBER 31, 1999, 1998, 1997 (Dollars in Thousands)
Balance at Provisions Deductions Balance beginning Charged to Accounts At End Description of Year Operations Recoveries Written Off Of Year - ----------- ---------- ---------- ---------- ----------- ------- Year Ended December 31, 1999 Allowance for Doubtful Accounts $ 9,066 $21,874 $4,356 $16,696 $18,600 Year Ended December 31, 1998 Allowance for Doubtful Accounts $10,228 $ 9,555 $4,242 $14,959 $ 9,066 Year Ended December 31, 1997 Allowance for Doubtful Accounts $ 2,000 $24,884 $3,593 $20,249 $10,228
8 FORM 10-K/A Boston Edison Company December 31, 1999 Amendment No. 1 SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BOSTON EDISON COMPANY (Registrant) By: /s/ Robert J. Weafer, Jr. ------------------------- Robert J. Weafer, Jr. Vice President, Controller and Chief Accounting Officer Date: September 29, 2000 9 -----END PRIVACY-ENHANCED MESSAGE-----