-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, OM+shFrTcjT4++EjqjJlb+SKvljqmQ4QHyGOmIuNUek4JOb67L6kcz9InB1g1bjv GnSBLyLkXpz2GZ9QxtDTxA== 0000950135-94-000432.txt : 19940713 0000950135-94-000432.hdr.sgml : 19940713 ACCESSION NUMBER: 0000950135-94-000432 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940630 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: 1934 Act SEC FILE NUMBER: 001-02301 FILM NUMBER: 94537360 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: 82199 10-K/A 1 BOSTON EDISON 10-K/A-1 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A-1 Commission file number 1-2301 BOSTON EDISON COMPANY (Exact name of registrant as specified in its charter) The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report for the year ended December 31, 1993 on Form 10-K as set forth in the pages attached hereto: Financial statements and exhibits required by Securities and Exchange Commission Form 11-K Annual Report with respect to: 1) Boston Edison Savings Plan 2) Boston Edison Negotiated Savings Plan for Production and Maintenance Employees 3) Boston Edison Negotiated Savings Plan for Office, Technical & Professional Employees Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment 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 Office Date: June 30, 1994 2 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 ) Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1993 ( ) Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the transition period from ____________ to ____________ Commission File Number 1-2301 BOSTON EDISON SAVINGS PLAN -------------------------- (Full title of the plan) BOSTON EDISON COMPANY ------------------------------------------------------------ (Name of issuer of the securities held pursuant to the plan) Boston Edison Savings Plan c/o Boston Edison Company 800 Boylston Street, Boston, Massachusetts 02199 ------------------------------------------------- (Address of principal executive offices) 1 3 BOSTON EDISON SAVINGS PLAN Statement of Net Assets Available for Benefits December 31, 1993
Number of Shares Fair Value --------- ---------- Investments: Fidelity mutual funds: Asset Manager 1,086,021 $16,724,723* Magellan 308,462 21,854,510* Retirement Government Money Market 6,250,748 6,250,748* U.S. Equity Index 68,295 1,179,457 ----------- 46,009,438 Boston Edison Company: Common stock 794,786 23,644,893* Participant notes receivable 1,682,181 ----------- Total investments 71,336,512 Receivables: Company contributions 272,282 Participant contributions 340,051 ----------- Net assets available for benefits $71,948,845 =========== * represents 5 percent or more of the net assets available for benefits.
The accompanying notes are an integral part of the financial statements. 2 4 BOSTON EDISON SAVINGS PLAN Statement of Net Assets Available for Benefits December 31, 1992
Number of Shares Fair Value --------- ---------- Investments: Fidelity mutual funds: Asset Manager 713,305 $ 9,536,885 Magellan 248,402 15,651,802 Retirement Government Money Market 7,393,652 7,393,652 U.S. Equity Index 50,705 830,544 ----------- 33,412,883 Boston Edison Company: Common stock 600,714 16,519,640 Participant notes receivable 1,244,510 ----------- Total investments 51,177,033 Receivables: Company contributions 187,585 Participant contributions 303,979 ----------- Net assets available for benefits $51,668,597 ===========
The accompanying notes are an integral part of the financial statements. 3 5 BOSTON EDISON SAVINGS PLAN Statement of Changes in Net Assets Available for Benefits, With Fund Information for the year ended December 31, 1993
Fidelity Fidelity Retirement Fidelity Asset Fidelity Government U.S. Equity Boston Edison Participant Other Manager Magellan Money Market Index Common Stock Notes Assets Total ------- -------- ------------ ----------- ------------- ----------- ------ ----- Dividend income $ 999,951 $ 2,001,802 $ 183,830 $ 43,028 $ 1,150,334 - - $ 4,378,945 Interest income - - - - - $ 96,655 - 96,655 Contributions: Company - - - - 5,422,980 - $ 84,697 5,507,677 Participants 2,154,321 2,926,340 1,079,339 387,770 1,296,050 - 36,072 7,879,892 Net appreciation in fair value of investments 1,789,977 2,058,185 - 53,764 1,280,277 - - 5,182,203 Distributions to participants (420,398) (773,017) (644,695) (61,350) (1,109,404) (30,657) - (3,039,521) Net transfers between investment choices 2,618,709 (103,503) (1,779,573) (75,480) (990,720) 330,567 - - Net transfers from other Boston Edison savings plans 45,278 92,901 18,195 1,181 75,736 41,106 - 274,397 ----------- ----------- ---------- ---------- ----------- ---------- -------- ----------- Net change during the year 7,187,838 6,202,708 (1,142,904) 348,913 7,125,253 437,671 120,769 20,280,248 Net assets available for benefits, beginning of year 9,536,885 15,651,802 7,393,652 830,544 16,519,640 1,244,510 491,564 51,668,597 ----------- ----------- ---------- ---------- ----------- ---------- -------- ----------- Net assets available for benefits, end of year $16,724,723 $21,854,510 $6,250,748 $1,179,457 $23,644,893 $1,682,181 $612,333 $71,948,845 =========== =========== ========== ========== =========== ========== ======== ===========
The accompanying notes are an integral part of the financial statements. 4 6 BOSTON EDISON SAVINGS PLAN Statement of Changes in Net Assets Available for Benefits, With Fund Information for the year ended December 31, 1992
Fidelity Fidelity Retirement Fidelity Asset Fidelity Government U.S. Equity Boston Edison Participant Other Manager Magellan Money Market Index Common Stock Notes Assets Total ------- -------- ------------ ----------- ------------- ----------- ------ ----- Dividend income $ 451,023 $ 2,174,659 $ 258,631 $ 16,172 $ 795,184 - - $ 3,695,669 Interest income - - - - - $ 77,317 - 77,317 Contributions: Company - - - - 3,721,455 - $ 82,588 3,804,043 Participants 1,544,854 2,596,784 1,429,494 250,195 1,336,487 - 101,954 7,259,768 Net appreciation/ (depreciation) in fair value of investments 524,433 (1,163,449) - 35,812 1,591,283 - - 988,079 Distributions to participants (515,602) (537,959) (482,251) (8,623) (705,963) (9,562) - (2,259,960) Net transfers between investment choices 766,332 (464,833) (711,815) 267,078 (314,257) 457,495 - - Net transfers (to)/from other Boston Edison savings plans 10,308 73,837 (1,779) (250) 26,382 - - 108,498 Other - - - - - 12,594 - 12,594 ---------- ----------- ---------- -------- ----------- ---------- -------- ----------- Net change during the year 2,781,348 2,679,039 492,280 560,384 6,450,571 537,844 184,542 13,686,008 Net assets available for benefits, beginning of year 6,755,537 12,972,763 6,901,372 270,160 10,069,069 706,666 307,022 37,982,589 ---------- ----------- ---------- -------- ----------- ----------- -------- ----------- Net assets available for benefits, end of year $9,536,885 $15,651,802 $7,393,652 $830,544 $16,519,640 $1,244,510 $491,564 $51,668,597 ========== =========== ========== ======== =========== ========== ======== ===========
The accompanying notes are an integral part of the financial statements. 5 7 BOSTON EDISON SAVINGS PLAN Statement of Changes in Net Assets Available for Benefits, With Fund Information for the year ended December 31, 1991
Fidelity Fidelity Retirement Fidelity Asset Fidelity Government U.S. Equity Boston Edison Participant Other Manager Magellan Money Market Index Common Stock Notes Assets Total ------- -------- ------------ ----------- ------------- ----------- ------ ----- Dividend income $ 475,980 $ 1,123,642 $ 378,480 $ 7,078 $ 472,183 - - $ 2,457,363 Interest income - - - - - $ 44,067 - 44,067 Contributions: Company - - - - 2,261,449 - $104,997 2,366,446 Participants 1,250,175 2,225,675 1,733,752 112,789 1,362,088 - (72,354) 6,612,125 Net appreciation in fair value of investments 576,794 2,229,744 - 26,379 1,815,005 - - 4,647,922 Distributions to participants (167,870) (487,880) (346,947) (1,188) (171,914) (5,036) - (1,180,835) Net transfers between investment choices 593,071 134,430 (786,163) 66,282 (254,543) 246,923 - - Net transfers (to)/from other Boston Edison savings plans 33,674 52,651 (4,013) - 16,333 (4,078) - 94,567 Other 2,030 3,481 2,943 164 13,347 300 - 22,265 ---------- ----------- ---------- -------- ----------- -------- -------- ----------- Net change during the year 2,763,854 5,281,743 978,052 211,504 5,513,948 282,176 32,643 15,063,920 Net assets available for benefits, beginning of year 3,991,683 7,691,020 5,923,320 58,656 4,555,121 424,490 274,379 22,918,669 ---------- ----------- ---------- -------- ----------- -------- -------- ----------- Net assets available for benefits, end of year $6,755,537 $12,972,763 $6,901,372 $270,160 $10,069,069 $706,666 $307,022 $37,982,589 ========== =========== ========== ======== =========== ======== ======== ===========
The accompanying notes are an integral part of the financial statements. 6 8 BOSTON EDISON SAVINGS PLAN Notes to Financial Statements A. Plan Description ---------------- The Boston Edison Savings Plan (the Plan) was established effective January 1, 1986 to provide retirement benefits for participating employees of Boston Edison Company (the Company) through a program of salary-reduction contributions. The Plan is 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 tax deferral features of section 401(k) of the Code. The Company is the only employer participating in the Plan. The plan administrators are the Boston Edison Retirement Plans Committee and the Boston Edison Pension Management Committee. The Company matches a percentage of each participant's contribution, up to a maximum of 6% of the participant's compensation. The percentages matched were 50% in 1991, 75% in 1992 and 100% in 1993. The match is made entirely in Company common stock. Employees are immediately fully vested in the match. 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. Employees participating in the Plan elect to make contributions of at least 2% but not more than 15% of their compensation as defined in the Plan. Members of the Plan are fully vested at all times. Members are not subject to federal taxes on contributions nor the earned income until such time as distribution or withdrawal is made. Investments in the Plan are directed by the individual plan participants. There are currently five investment choices offered under the Plan: four invested in mutual funds (Asset Manager, Magellan, Retirement Government Money Market and U.S. Equity Index) managed by Fidelity Investments (Fidelity) and one invested in Company common stock. Effective January 1, 1995, four additional investment choices will be offered: three invested in mutual funds (Intermediate Bond Fund, International Growth and Income Fund and Disciplined Equity Fund) managed by Fidelity, and a Self-Directed Brokerage Account offered by Fidelity through which participants can invest in a variety of securities. At December 31, 1993, there were 1,627 participants in the Plan, of whom 954, 1,160, 516, 238 and 1,607 were invested in the Fidelity Asset Manager, Magellan, Retirement Government Money Market, U.S. Equity Index and Boston Edison Company Common Stock funds, respectively. While it is the current intention of the Company to continue the Plan for as long as the provisions of the Internal Revenue code permit, neither the making of contributions nor the continuance of the Plan is assumed by the Company 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. 7 9 B. Summary of Significant Accounting Policies ------------------------------------------ Basis of Accounting ------------------- The Plan's financial statements have been prepared under the accrual method of accounting and in accordance with the rules and regulations of ERISA. Investments Valuation --------------------- Plan investments held by Fidelity, the trustee of the Plan, are stated at fair value. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at year-end. The Company common stock is valued at its quoted market price. Participant notes receivable are valued at cost which approximates fair value. Expenses -------- Fees for investment advisory and other services provided to the Fidelity funds are charged directly to each of the Fidelity funds. Participants pay a commission on the purchase and sale of Company stock. All other expenses of administering the Plan are currently paid by the Company. Beginning January 1, 1995, loan fees and self- directed brokerage fees will be paid by participants. 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. Payment of Benefits ------------------- Benefits are recorded when paid. Other ----- Dividend income is recorded on the ex-dividend date. C. Contributions ------------- Salary reduction contributions made on behalf of members and Company matching contributions are recorded in the period payroll deductions are made from members. Contributions receivable at December 31 represents amounts withheld from participants and the corresponding Company matching contributions subsequently deposited to the Plan in the following month. D. Transfers Between Investment Choices and Other Savings Plans ------------------------------------------------------------ Plan participants may, with certain limitations, elect to transfer their elective contribution account balances from any investment choice or choices to any of the other choices offered by the Plan. 8 10 If a participant ceases to be a member in the Plan and subsequently participates in either the Boston Edison Negotiated Savings Plan for Production and Maintenance Employees or the Boston Edison Negotiated Savings Plan for Office, Technical & Professional Employees, the participant's account balance in the Plan will be transferred to the other plan. E. Participant Notes ----------------- Participants in the Plan for at least 24 months may obtain a loan from the Plan from the balance in their elective contribution account. Effective July 1, 1994, loan eligibility will be reduced to 12 months of participation. 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. Loan transactions are treated as a transfer to (from) the investment funds from (to) the Participant Notes fund. F. 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. Boston Edison Company is a party-in-interest as that term is defined in section 3.14 of ERISA. 9 11 G. Reconciliation of Financial Statements to Form 5500 --------------------------------------------------- The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 at December 31, 1993 and 1992.
1993 1992 ---- ---- Net assets available for benefits per the financial statements $71,948,845 $51,668,597 Less: Contributions receivable (612,333) (491,564) ----------- ----------- Net assets available for benefits per the Form 5500 $71,336,512 $51,177,033 =========== ===========
The following is a reconciliation of contributions received per the financial statements to the Form 5500 for the years ended December 31, 1993, 1992 and 1991.
1993 1992 1991 ---- ---- ---- Contributions per the financial statements $13,387,569 $11,063,811 $8,978,571 Add: Contributions receivable at the beginning of the year 491,564 307,022 274,379 Less: Contributions receivable at the end of the year (612,333) (491,564) (307,022) ----------- ----------- ---------- Contributions per the Form 5500 $13,266,800 $10,879,269 $8,945,928 =========== =========== ==========
Contributions are recorded on the Form 5500 when received. H. Tax Status ---------- The Internal Revenue Service has determined and informed the Company by a letter dated July 1, 1987, that the Plan is designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. I. Reclassification ---------------- Certain prior period amounts on the financial statements were reclassified to conform with current presentation. 10 12 REPORT OF INDEPENDENT ACCOUNTANTS --------------------------------- To the Boston Edison Retirement Plans Committee: We have audited the accompanying statements of net assets available for benefits including the schedules of investments of the Boston Edison Savings Plan as of December 31, 1993 and 1992, and the related statements of changes in net assets available for benefits for each of the three years in the period ended December 31, 1993. 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 in accordance with generally accepted auditing standards. Those standards 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 a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Boston Edison Savings Plan as of December 31, 1993 and 1992, and the changes in net assets available for benefits for each of the three years in the period ended December 31, 1993 in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of investments held at December 31, 1993 and reportable transactions for the year ended December 31, 1993 are presented for purposes of additional analysis and are not a required part of the basic financial statements but are 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. The Fund Information in the statement of changes in net assets available for benefits is presented for the purpose of additional analysis rather than to present the changes in net assets available for benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated, in all material respects, in relation to the basic financial statements taken as a whole. Boston, Massachusetts COOPERS & LYBRAND June 24, 1994 11 13 BOSTON EDISON SAVINGS PLAN Schedule of Investments Held December 31, 1993
Cost Market Value ---- ------------ Fidelity mutual funds: Asset Manager $15,073,439 $16,724,723 Magellan 20,069,640 21,854,510 Retirement Government Money Market 6,250,748 6,250,748 U.S. Equity Index 1,149,435 1,179,457 ----------- ----------- 42,543,262 46,009,438 Boston Edison Company: Common stock 22,965,050 23,644,893 Participant notes receivable 1,682,181 1,682,181 ----------- ----------- $67,190,493 $71,336,512 =========== ===========
12 14 BOSTON EDISON SAVINGS PLAN Schedule of Reportable Transactions for the year ended December 31, 1993
Description of Net Realized Identity of Party Transaction Amount Gain ----------------- -------------- ------ ------------ Individual transactions: ----------------------- None Series of transactions: ---------------------- Fidelity Asset Manager Purchases $6,614,569 Fidelity Magellan Purchases $8,088,330 Sales $3,943,807 $273,314 Fidelity Retirement Government Money Market Purchases $3,668,029 Sales $4,810,933 - Boston Edison Common Stock Purchases $8,297,947
13 15 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- To the Boston Edison Retirement Plans Committee: We consent to the incorporation by reference in the registration statement of Boston Edison Company and Boston Edison Savings Plan on Form 10-K/A-1 (File No. 33-48424) of our report dated June 24, 1994 on our audits of the financial statements of the Boston Edison Savings Plan as of December 31, 1993 and 1992 and for each of the three years in the period ended December 31, 1993, which report is included in this annual report on Form 11-K. Boston, Massachusetts COOPERS & LYBRAND June 30, 1994 14 16 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 ) Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1993 ( ) Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the transition period from _________ to _________ Commission File Number 1-2301 BOSTON EDISON NEGOTIATED SAVINGS PLAN FOR ----------------------------------------- OFFICE, TECHNICAL & PROFESSIONAL EMPLOYEES ------------------------------------------ (Full title of the plan) BOSTON EDISON COMPANY ------------------------------------------------------------ (Name of issuer of the securities held pursuant to the plan) Boston Edison Negotiated Savings Plan for Office, Technical & Professional Employees c/o Boston Edison Company 800 Boylston Street, Boston, Massachusetts 02199 ------------------------------------------------- (Address of principal executive offices) 1 17 BOSTON EDISON NEGOTIATED SAVINGS PLAN FOR OFFICE, TECHNICAL & PROFESSIONAL EMPLOYEES Statement of Net Assets Available for Benefits December 31, 1993
Number of Shares Fair Value --------- ---------- Investments: Fidelity mutual funds: Asset Manager 239,885 $ 3,694,233* Magellan 89,984 6,375,393* Retirement Government Money Market 2,075,415 2,075,415* U.S. Equity Index 20,519 354,358 ----------- 12,499,399 Boston Edison Company: Common stock 226,264 6,731,359* Participant notes receivable 567,448 ----------- Total investments 19,798,206 Receivables: Company contributions 84,186 Participant contributions 229,640 ----------- Net assets available for benefits $20,112,032 =========== * represents 5 percent or more of the net assets available for benefits.
The accompanying notes are an integral part of the financial statements. 2 18 BOSTON EDISON NEGOTIATED SAVINGS PLAN FOR OFFICE, TECHNICAL & PROFESSIONAL EMPLOYEES Statement of Net Assets Available for Benefits December 31, 1992
Number of Shares Fair Value --------- ---------- Investments: Fidelity mutual funds: Asset Manager 159,420 $ 2,131,451 Magellan 65,334 4,116,678 Retirement Government Money Market 1,899,249 1,899,249 U.S. Equity Index 12,786 209,432 ----------- 8,356,810 Boston Edison Company: Common stock 173,447 4,769,789 Participant notes receivable 391,322 ----------- Total investments 13,517,921 Receivables: Company contributions 80,993 Participant contributions 210,706 ---------- Net assets available for benefits $13,809,620 ===========
The accompanying notes are an integral part of the financial statements. 3 19 BOSTON EDISON NEGOTIATED SAVINGS PLAN FOR OFFICE, TECHNICAL & PROFESSIONAL EMPLOYEES Statement of Changes in Net Assets Available for Benefits, With Fund Information for the year ended December 31, 1993
Fidelity Fidelity Retirement Fidelity Asset Fidelity Government U.S. Equity Boston Edison Participant Other Manager Magellan Money Market Index Common Stock Notes Assets Total -------- -------- ------------ ----------- ------------- ----------- ------ ----- Dividend income $ 218,490 $ 564,517 $ 55,977 $ 12,470 $ 333,533 - - $ 1,184,987 Interest income - - - - - $ 29,437 - 29,437 Contributions: Company - - - - 1,092,633 - $ 3,193 1,095,826 Participants 697,601 1,167,372 435,902 143,042 598,600 - 18,934 3,061,451 Net appreciation in fair value of investments 395,461 537,239 - 14,352 369,279 - - 1,316,331 Distributions to participants (55,722) (62,963) (64,194) (11,051) (129,811) (2,575) - (326,316) Net transfers between investment choices 305,317 70,418 (245,187) (11,840) (267,599) 148,891 - - Net transfers (to)/from other Boston Edison savings plans 1,635 (17,868) (6,332) (2,047) (35,065) 373 - (59,304) ---------- ---------- ---------- -------- ---------- -------- -------- ----------- Net change during the year 1,562,782 2,258,715 176,166 144,926 1,961,570 176,126 22,127 6,302,412 Net assets available for benefits, beginning of year 2,131,451 4,116,678 1,899,249 209,432 4,769,789 391,322 291,699 13,809,620 ---------- ---------- ---------- -------- ---------- -------- -------- ----------- Net assets available for benefits, end of year $3,694,233 $6,375,393 $2,075,415 $354,358 $6,731,359 $567,448 $313,826 $20,112,032 ========== ========== ========== ======== ========== ======== ======== ===========
The accompanying notes are an integral part of the financial statements. 4 20 BOSTON EDISON NEGOTIATED SAVINGS PLAN FOR OFFICE, TECHNICAL & PROFESSIONAL EMPLOYEES Statement of Changes in Net Assets Available for Benefits, With Fund Information for the year ended December 31, 1992
Fidelity Fidelity Retirement Fidelity Asset Fidelity Government U.S. Equity Boston Edison Participant Other Manager Magellan Money Market Index Common Stock Notes Assets Total -------- -------- ------------ ----------- ------------- ----------- ------ ----- Dividend income $ 101,291 $ 548,266 $ 68,232 $ 4,684 $ 223,619 - - $ 946,092 Interest income - - - - - $ 20,098 - 20,098 Contributions: Company - - - - 1,000,559 - $ 10,922 1,011,481 Participants 488,782 974,137 547,980 108,185 538,709 - (29,916) 2,627,877 Net appreciation/ (depreciation) in fair value of investments 98,914 (291,902) - 9,647 449,992 - - 266,651 Distributions to participants (14,125) (110,150) (54,845) (12,604) (97,349) (12,593) - (301,666) Net transfers between investment choices 241,477 15,796 (418,908) 8,620 (69,938) 222,953 - - Net transfers (to)/from other Boston Edison savings plans (10,083) (81,755) (1,793) 250 (35,208) - - (128,589) ---------- ---------- ---------- -------- ---------- -------- -------- ----------- Net change during the year 906,256 1,054,392 140,666 118,782 2,010,384 230,458 (18,994) 4,441,944 Net assets available for benefits, beginning of year 1,225,195 3,062,286 1,758,583 90,650 2,759,405 160,864 310,693 9,367,676 ---------- ---------- ---------- -------- ---------- -------- -------- ----------- Net assets available for benefits, end of year $2,131,451 $4,116,678 $1,899,249 $209,432 $4,769,789 $391,322 $291,699 $13,809,620 ========== ========== ========== ======== ========== ======== ======== ===========
The accompanying notes are an integral part of the financial statements. 5 21 BOSTON EDISON NEGOTIATED SAVINGS PLAN FOR OFFICE, TECHNICAL & PROFESSIONAL EMPLOYEES Statement of Changes in Net Assets Available for Benefits, With Fund Information for the year ended December 31, 1991
Fidelity Fidelity Retirement Fidelity Asset Fidelity Government U.S. Equity Boston Edison Participant Other Manager Magellan Money Market Index Common Stock Notes Assets Total -------- -------- ------------ ----------- ------------- ----------- ------ ----- Balance transfer from Boston Edison Negotiated Savings Plan for Production and Maintenance Employees $ 714,054 $1,624,579 $1,075,241 $ 7,039 $ 914,119 $ 42,409 $154,638 $4,532,079 Dividend income 86,532 259,884 82,895 1,985 107,681 - - 538,977 Interest income - - - - - 5,487 - 5,487 Contributions: Company - - - - 856,841 - 70,071 926,912 Participants 371,491 828,778 621,627 54,399 482,388 - 85,984 2,444,667 Net appreciation in fair value of investments 105,609 490,311 - 8,094 467,945 - - 1,071,959 Distributions to participants (18,658) (41,115) (26,166) - (38,547) (12,321) - (136,807) Net transfers between investment choices (34,365) (101,307) 23,572 19,059 (32,248) 125,289 - - Net transfers to other Boston Edison savings plans - - (19,560) - (2,525) - - (22,085) Other 532 1,156 974 74 3,751 - - 6,487 ---------- ---------- ---------- ------- ---------- -------- -------- ---------- Net change during the year 1,225,195 3,062,286 1,758,583 90,650 2,759,405 160,864 310,693 9,367,676 Net assets available for benefits beginning of year - - - - - - - - ---------- ---------- ---------- ------- ---------- -------- -------- ---------- Net assets available for benefits end of year $1,225,195 $3,062,286 $1,758,583 $90,650 $2,759,405 $160,864 $310,693 $9,367,676 ========== ========== ========== ======= ========== ======== ======== ==========
The accompanying notes are an integral part of the financial statements. 6 22 BOSTON EDISON NEGOTIATED SAVINGS PLAN FOR OFFICE, TECHNICAL & PROFESSIONAL EMPLOYEES Notes to Financial Statements A. Plan Description ---------------- The Boston Edison Negotiated Savings Plan for Office, Technical & Professional Employees (the Plan) was established effective January 1, 1991 to provide retirement benefits for participating eligible employees of Boston Edison Company (the Company) through a program of salary-reduction contributions. The Plan is subject to the rules and regulations of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan is intended to be qualified under section 401(a) of the Internal Revenue Code (the Code) and to utilize the special federal tax deferral features of section 401(k) of the Code. The Company is the only employer participating in the Plan. The plan administrators are the Boston Edison Retirement Plans Committee and the Boston Edison Pension Management Committee. The Company currently contributes a matching amount under the Plan equal to 50% of each participant's contribution, up to a maximum of 6% of the participant's compensation. The maximum Company match will increase to 7% of the participant's compensation effective July 1, 1995 and to 8% effective July 1, 1997. The match is made entirely in Company common stock. Employees are immediately fully vested in the match. 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. Employees participating in the Plan elect to make contributions of at least 2% but not more than 15% of their compensation as defined in the Plan. Effective July 1, 1994, the maximum allowable percentage contribution will increase to 16%. Members of the Plan are fully vested at all times. Members are not subject to federal taxes on contributions nor the earned income until such time as distribution or withdrawal is made. Investments in the Plan are directed by the individual plan participants. There are currently five investment choices offered under the Plan: four invested in mutual funds (Asset Manager, Magellan, Retirement Government Money Market and U.S. Equity Index) managed by Fidelity Investments (Fidelity) and one invested in Company common stock. Effective January 1, 1995, four additional investment choices will be offered: three invested in mutual funds (Intermediate Bond Fund, International Growth and Income Fund and Disciplined Equity Fund) managed by Fidelity, and a Self-Directed Brokerage Account offered by Fidelity through which participants can invest in a variety of securities. At December 31, 1993, there were 994 participants in the Plan, of whom 485, 692, 334, 128 and 982 were invested in the Fidelity Asset Manager, Magellan, Retirement Government Money Market, U.S. Equity Index and Boston Edison Company Common Stock funds, respectively. While it is the current intention of the Company to continue the Plan for as long as the provisions of the Internal Revenue Code permit, neither the making of contributions nor the continuance of the Plan is assumed by the Company as a contractual obligation except as provided in any relevant collective bargaining agreements. 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. 7 23 B. Summary of Significant Accounting Policies ------------------------------------------ Basis of Accounting ------------------- The Plan's financial statements have been prepared under the accrual method of accounting and in accordance with the rules and regulations of ERISA. Investments Valuation --------------------- Plan investments held by Fidelity, the trustee of the Plan, are stated at fair value. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at year-end. The Company common stock is valued at its quoted market price. Participant notes receivable are valued at cost which approximates fair value. Expenses -------- Fees for investment advisory and other services provided to the Fidelity funds are charged directly to each of the Fidelity funds. Participants pay a commission on the purchase and sale of Company stock. All other expenses of administering the Plan are currently paid by the Company. Beginning January 1, 1995, loan fees and self- directed brokerage fees will be paid by participants. 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. Payment of Benefits ------------------- Benefits are recorded when paid. Other ----- Dividend income is recorded on the ex-dividend date. C. Contributions ------------- Salary reduction contributions made on behalf of members and Company matching contributions are recorded in the period payroll deductions are made from members. Contributions receivable at December 31 represents amounts withheld from participants and the corresponding Company matching contributions subsequently deposited to the Plan in the following month. Contributions receivable at December 31, 1993 and 1992 were as follows:
1993 1992 ---- ---- Company contributions: Company Common Stock $ 84,186 $ 80,993 ======== ======== Participant contributions: Fidelity Asset Manager $ 52,252 $ 44,551 Fidelity Magellan 96,195 78,421 Fidelity Retirement Government Money Market 27,645 34,039 Fidelity U.S. Equity Index 9,877 9,585 Company Common Stock 43,671 44,110 -------- -------- Total $229,640 $210,706 ======== ========
8 24 D. Transfers Between Investment Choices and Other Savings Plans ------------------------------------------------------------ Plan participants may, with certain limitations, elect to transfer their elective contribution account balances from any investment choice or choices to any of the other choices offered by the Plan. If a participant ceases to be a member in the Plan and subsequently participates in either the Boston Edison Savings Plan or the Boston Edison Negotiated Savings Plan for Production and Maintenance Employees, the participant's account balance in the Plan will be transferred to the other plan. E. Participant Notes ----------------- Participants in the Plan for at least 24 months may obtain a loan from the Plan from the participant's elective contribution account. Effective July 1, 1994, loan eligibility will be reduced to 12 months of participation. 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. Loan transactions are treated as a transfer to (from) the investment funds from (to) the Participant Notes fund. F. Plan Transfer ------------- Prior to January 1, 1991, participants in the Plan were members of the Boston Edison Negotiated Savings Plan (renamed the Boston Edison Negotiated Savings Plan for Production and Maintenance Employees as of January 1, 1991). The participants' balances were transferred to the Plan effective January 1, 1991, pursuant to a collective bargaining agreement involving certain employees of the Company. The market value of the balances transferred January 1, 1991 totaled $4,532,079 ($4,456,911 at cost). G. 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. Boston Edison Company is a party-in-interest as that term is defined in section 3.14 of ERISA. 9 25 H. Reconciliation of Financial Statements to Form 5500 --------------------------------------------------- The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 at December 31, 1993 and 1992.
1993 1992 ---- ---- Net assets available for benefits per the financial statements $20,112,032 $13,809,620 Less: Contributions receivable (313,826) (291,699) ----------- ----------- Net assets available for benefits per the Form 5500 $19,798,206 $13,517,921 =========== ===========
The following is a reconciliation of contributions received per the financial statements to the Form 5500 for the years ended December 31, 1993, 1992 and 1991.
1993 1992 1991 ---- ---- ---- Contributions per the financial statements $4,157,277 $3,639,358 $3,371,579 Add: Contributions receivable at the beginning of the year 291,699 310,693 154,638 Less: Contributions receivable at the end of the year (313,826) (291,699) (310,693) Adjustment - - (156,962) ---------- ---------- ---------- Contributions per the Form 5500 $4,135,150 $3,658,352 $3,058,562 ========== ========== ==========
Contributions are recorded on the Form 5500 when received. The adjustment in 1991 is due to the transfer of Plan assets from Boston Edison Negotiated Savings Plan for Production and Maintenance Employees. There is an offsetting adjustment shown on that Plan's reconcilement to the Form 5500. I. Tax Status ---------- The Internal Revenue Service has not yet determined that the Plan is designed in accordance with applicable sections of the Internal Revenue Code (IRC). However, the Plan administrator and the Plan's counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. J. Reclassification ---------------- Certain prior period amounts on the financial statements were reclassified to conform with current presentation. 10 26 REPORT OF INDEPENDENT ACCOUNTANTS --------------------------------- To the Boston Edison Retirement Plans Committee: We have audited the accompanying statements of net assets available for benefits including the schedules of investments of the Boston Edison Negotiated Savings Plan for Office, Technical & Professional Employees as of December 31, 1993 and 1992, and the related statements of changes in net assets available for benefits for each of the three years in the period ended December 31, 1993. 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 in accordance with generally accepted auditing standards. Those standards 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 a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Boston Edison Negotiated Savings Plan for Office, Technical and Professional Employees as of December 31, 1993 and 1992, and the changes in net assets available for benefits for each of the three years in the period ended December 31, 1993 in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of investments held at December 31, 1993 and reportable transactions for the year ended December 31, 1993 are presented for purposes of additional analysis and are not a required part of the basic financial statements but are 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. The Fund Information in the statement of changes in net assets available for benefits is presented for the purpose of additional analysis rather than to present the changes in net assets available for benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated, in all material respects, in relation to the basic financial statements taken as a whole. Boston, Massachusetts COOPERS & LYBRAND June 24, 1994 11 27 BOSTON EDISON NEGOTIATED SAVINGS PLAN FOR OFFICE, TECHNICAL & PROFESSIONAL EMPLOYEES Schedule of Investments Held December 31, 1993
Cost Market Value ---- ------------ Fidelity mutual funds: Asset Manager $ 3,314,264 $ 3,694,233 Magellan 5,873,501 6,375,393 Retirement Government Money Market 2,075,415 2,075,415 U.S. Equity Index 345,756 354,358 ----------- ----------- 11,608,936 12,499,399 Boston Edison Company: Common stock 6,464,501 6,731,359 Participant notes receivable 567,448 567,448 ----------- ----------- $18,640,885 $19,798,206 =========== ===========
12 28 BOSTON EDISON NEGOTIATED SAVINGS PLAN FOR OFFICE, TECHNICAL & PROFESSIONAL EMPLOYEES Schedule of Reportable Transactions for the year ended December 31, 1993
Description of Identity of Party Transaction Amount ----------------- -------------- ------ Individual transactions: ----------------------- None Series of transactions: ---------------------- Fidelity Asset Manager Purchases $1,325,778 Fidelity Magellan Purchases $2,175,588 Fidelity Retirement Government Money Market Purchases $ 768,697 Boston Edison Common Stock Purchases $2,108,715
13 29 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- To the Boston Edison Retirement Plans Committee: We consent to the incorporation by reference in the registration statement of Boston Edison Company and Boston Edison Negotiated Savings Plan for Office, Technical & Professional Employees on Form 10-K/A-1 (File No. 33-38434) of our report dated June 24, 1994 on our audits of the financial statements of the Boston Edison Negotiated Savings Plan for Office, Technical and Professional Employees as of December 31, 1993 and 1992, and for each of the three years in the period ended December 31, 1993, which report is included in this Annual Report on Form 11-K. Boston, Massachusetts COOPERS & LYBRAND June 30, 1994 14 30 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 ) Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1993 ( ) Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the transition period from ____________ to ____________ Commission File Number 1-2301 BOSTON EDISON NEGOTIATED SAVINGS PLAN FOR ----------------------------------------- PRODUCTION AND MAINTENANCE EMPLOYEES ------------------------------------ (Full title of the plan) BOSTON EDISON COMPANY ------------------------------------------------------------ (Name of issuer of the securities held pursuant to the plan) Boston Edison Negotiated Savings Plan for Production and Maintenance Employees c/o Boston Edison Company 800 Boylston Street, Boston, Massachusetts 02199 ------------------------------------------------- (Address of principal executive offices) 1 31 BOSTON EDISON NEGOTIATED SAVINGS PLAN FOR PRODUCTION AND MAINTENANCE EMPLOYEES Statement of Net Assets Available for Benefits December 31, 1993
Number of Shares Fair Value --------- ------------ Investments: Fidelity mutual funds: Asset Manager 394,144 $ 6,069,818* Magellan 157,253 11,141,365* Retirement Government Money Market 2,413,897 2,413,897* U.S. Equity Index 31,133 537,670 ----------- 20,162,750 Boston Edison Company: Common stock 240,826 7,164,581* Participant notes receivable 1,021,713 ----------- Total investments 28,349,044 Receivables: Participant contributions 343,061 ----------- Net assets available for benefits $28,692,105 =========== * represents 5 percent or more of the net assets available for benefits.
The accompanying notes are an integral part of the financial statements. 2 32 BOSTON EDISON NEGOTIATED SAVINGS PLAN FOR PRODUCTION AND MAINTENANCE EMPLOYEES Statement of Net Assets Available for Benefits December 31, 1992
Number of Shares Fair Value --------- ---------- Investments: Fidelity mutual funds: Asset Manager 255,275 $ 3,413,031 Magellan 122,349 7,709,238 Retirement Government Money Market 2,721,847 2,721,847 U.S. Equity Index 14,766 241,866 ----------- 14,085,982 Boston Edison Company: Common stock 215,376 5,922,830 Participant notes receivable 718,103 ----------- Total investments 20,726,915 Receivables: Participant contributions 351,363 ----------- Net assets available for benefits $21,078,278 ===========
The accompanying notes are an integral part of the financial statements. 3 33 BOSTON EDISON NEGOTIATED SAVINGS PLAN FOR PRODUCTION AND MAINTENANCE EMPLOYEES Statement of Changes in Net Assets Available for Benefits, With Fund Information for the year ended December 31, 1993
Fidelity Fidelity Retirement Fidelity Asset Fidelity Government U.S. Equity Boston Edison Participant Other Manager Magellan Money Market Index Common Stock Notes Assets Total --------- -------- ------------ ----------- ------------- ----------- ------ ----- Dividend income $ 361,864 $ 1,011,791 $ 72,981 $ 18,099 $ 392,118 - - $ 1,856,853 Interest income - - - - - $ 54,083 - 54,083 Participant contributions 1,084,611 1,944,547 598,611 213,042 1,235,709 - $ (8,302) 5,068,218 Net apprecia- tion in fair value of investments 640,156 995,358 - 20,837 464,391 - - 2,120,742 Distributions to participants (512,170) (350,186) (139,410) (578) (262,007) (6,625) - (1,270,976) Net transfers between investment choices 1,129,239 (94,349) (828,269) 43,539 (547,790) 297,630 - - Net transfers (to)/from other Boston Edison savings plans (46,913) (75,034) (11,863) 865 (40,670) (41,478) - (215,093) ---------- ---------- ---------- -------- ---------- ------------ ------- ----------- Net change during the year 2,656,787 3,432,127 (307,950) 295,804 1,241,751 303,610 (8,302) 7,613,827 Net assets available for benefits, beginning of year 3,413,031 7,709,238 2,721,847 241,866 5,922,830 718,103 351,363 21,078,278 ---------- ----------- ---------- -------- ---------- --------- -------- ----------- Net assets available for benefits, end of year $6,069,818 $11,141,365 $2,413,897 $537,670 $7,164,581 $1,021,713 $343,061 $28,692,105 ========== =========== ========== ======== ========== ========== ======== ===========
The accompanying notes are an integral part of the financial statements. 4 34 BOSTON EDISON NEGOTIATED SAVINGS PLAN FOR PRODUCTION AND MAINTENANCE EMPLOYEES Statement of Changes in Net Assets Available for Benefits, With Fund Information for the year ended December 31, 1992
Fidelity Fidelity Retirement Fidelity Asset Fidelity Government U.S. Equity Boston Edison Participant Other Manager Magellan Money Market Index Common Stock Notes Assets Total ------- -------- ------------ ----------- ------------- ----------- ------ ----- Dividend income $ 162,500 $1,050,182 $ 92,032 $ 5,530 $ 320,791 - - $ 1,631,035 Interest income - - - - - $ 37,545 - 37,545 Participant contributions 674,454 1,553,523 662,748 133,870 986,704 - $ 97,960 4,109,259 Net appreciation/ (depreciation) in fair value of investments 190,639 (565,904) - 10,600 557,358 - - 192,693 Distributions to participants (276,317) (231,452) (286,615) (43,946) (344,324) (3,490) - (1,186,144) Net transfers between investment choices 226,177 (34,929) (341,754) 17,063 (233,619) 367,062 - - Net transfers (to)/from other Boston Edison savings plans (225) 7,918 3,572 - 8,826 - - 20,091 --------- ---------- ---------- -------- ---------- -------- --------- ---------- Net change during the year 977,228 1,779,338 129,983 123,117 1,295,736 401,117 97,960 4,804,479 Net assets available for benefits, beginning of year 2,435,803 5,929,900 2,591,864 118,749 4,627,094 316,986 253,403 16,273,799 ---------- ---------- ---------- -------- ---------- -------- -------- ----------- Net assets available for benefits, end of year $3,413,031 $7,709,238 $2,721,847 $241,866 $5,922,830 $718,103 $351,363 $21,078,278 ========== ========== ========== ======== ========== ======== ======== ===========
The accompanying notes are an integral part of the financial statements. 5 35 BOSTON EDISON NEGOTIATED SAVINGS PLAN FOR PRODUCTION AND MAINTENANCE EMPLOYEES Statement of Changes in Net Assets Available for Benefits, With Fund Information for the year ended December 31, 1991
Fidelity Fidelity Retirement Fidelity Asset Fidelity Government U.S. Equity Boston Edison Participant Other Manager Magellan Money Market Index Common Stock Notes Assets Total -------- -------- ------------ ----------- ------------- ----------- ------ ------ Balance transfer to Boston Edison Negotiated Savings Plan for Office, Technical & Professional Employees $ (714,054) $(1,624,579) $(1,075,241) $ (7,039) $ (914,119) $(42,409) $(154,638) $(4,532,079) Dividend income 170,896 515,080 125,668 3,208 249,502 - - 1,064,354 Interest income - - - - - 18,815 - 18,815 Participant contributions 563,073 1,261,746 718,837 55,197 943,723 - 7,552 3,550,128 Net appreciation in fair value of investments 214,708 1,039,089 - 13,045 850,149 - - 2,116,991 Distributions to participants (74,466) (193,533) (95,377) - (162,016) - - (525,392) Net transfers between investment choices 104,230 (185,383) 13,061 18,918 (63,119) 112,293 - - Net transfers (to)/from other Boston Edison savings plans (33,674) (52,647) 23,574 - (13,813) 4,078 - (72,482) Other 807 1,759 1,085 63 6,918 7,018 - 17,650 ---------- ---------- ---------- --------- ---------- -------- ---------- ----------- Net change during the year 231,520 761,532 (288,393) 83,392 897,225 99,795 (147,086) 1,637,985 Net assets available for benefits, beginning of year 2,204,283 5,168,368 2,880,257 35,357 3,729,869 217,191 400,489 14,635,814 ---------- ----------- ----------- -------- ---------- -------- --------- ----------- Net assets available for benefits, end of year $2,435,803 $ 5,929,900 $ 2,591,864 $118,749 $4,627,094 $316,986 $ 253,403 $16,273,799 ========== =========== =========== ======== ========== ======== ========= ===========
The accompanying notes are an integral part of the financial statements. 6 36 BOSTON EDISON NEGOTIATED SAVINGS PLAN FOR PRODUCTION AND MAINTENANCE EMPLOYEES Notes to Financial Statements A. Plan Description ---------------- The Boston Edison Negotiated Savings Plan for Production and Maintenance Employees (the Plan) was established effective October 1, 1986 to provide retirement benefits for participating eligible employees of Boston Edison Company (the Company) through a program of salary-reduction contributions. The Plan is 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 tax deferral features of section 401(k) of the Code. The Company, which is not currently a contributor under the Plan, is the only employer participating in the Plan. The plan administrators are the Boston Edison Retirement Plans Committee and the Boston Edison Pension Management Committee. Effective July 1, 1994, the Company will contribute a matching amount under the Plan equal to 50% of each participant's contribution, up to a maximum of 6% of the participant's compensation. The match will be made entirely in Company common stock. Employees will be immediately fully vested in the match. 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. Employees participating in the Plan elect to make contributions of at least 2% but not more than 15% of their compensation as defined in the Plan. Effective July 1, 1994, the maximum allowable percentage contribution will increase to 17%. Members of the Plan are fully vested at all times. Members are not subject to federal taxes on contributions nor the earned income until such time a distribution or withdrawal is made. Investments in the Plan are directed by the individual plan participants. There are currently five investment choices offered under the Plan: four invested in mutual funds (Asset Manager, Magellan, Retirement Government Money Market and U.S. Equity Index) managed by Fidelity Investments (Fidelity) and one invested in Company common stock. Effective January 1, 1995, four additional investment choices will be offered: three invested in mutual funds (Intermediate Bond Fund, International Growth and Income Fund and Disciplined Equity Fund) managed by Fidelity, and a Self-Directed Brokerage Account offered by Fidelity through which participants can invest in a variety of securities. At December 31, 1993, there were 1,425 participants in the Plan, of whom 690, 989, 369, 163 and 832 were invested in the Fidelity Asset Manager, Magellan, Retirement Government Money Market, U.S. Equity Index and Boston Edison Company Common Stock funds, respectively. While it is the current intention of the Company to continue the Plan for as long as the provisions of the Internal Revenue Code permit, neither the making of contributions nor the continuance of the Plan is assumed by the Company as a contractual obligation except as provided in any relevant collective bargaining agreements. 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. 7 37 B. Summary of Significant Accounting Policies ------------------------------------------ Basis of Accounting ------------------- The Plan's financial statements have been prepared under the accrual method of accounting and in accordance with the rules and regulations of ERISA. Investments Valuation --------------------- Plan investments, held by Fidelity, the trustee of the Plan, are stated at fair value. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at year-end. The Company common stock is valued at its quoted market price. Participant notes receivable are valued at cost which approximates fair value. Expenses -------- Fees for investment advisory and other services provided to the Fidelity funds are charged directly to each of the Fidelity funds. Participants pay a commission on the purchase and sale of Company stock. All other expenses of administering the Plan are currently paid by the Company. Beginning January 1, 1995, loan fees and self- directed brokerage fees will be paid by participants. 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. Payment of Benefits ------------------- Benefits are recorded when paid. Other ----- Dividend income is recorded on the ex-dividend date. C. Contributions ------------- Salary reduction contributions made on behalf of members are recorded in the period payroll deductions are made from members. Contributions receivable at December 31 represents amounts withheld from participants subsequently deposited to the Plan in the following month. Contributions receivable at December 31, 1993 and 1992 were as follows:
1993 1992 ---- ---- Fidelity Asset Manager $ 83,406 $ 61,469 Fidelity Magellan 133,058 140,063 Fidelity Retirement Government Money Market 32,709 49,396 Fidelity U.S. Equity Index 14,709 12,808 Company Common Stock 79,179 87,627 -------- -------- Total $343,061 $351,363 ======== ========
8 38 D. Transfers Between Investment Choices and Other Savings Plans ------------------------------------------------------------ Plan participants may, with certain limitations, elect to transfer their account balances from any investment choice or choices to any of the other choices offered by the Plan. If a participant ceases to be a member in the Plan and subsequently participates in either the Boston Edison Savings Plan or the Boston Edison Negotiated Savings Plan for Office, Technical & Professional Employees, the participant's account balance in the Plan will be transferred to the other plan. E. Participant Notes ----------------- Participants in the Plan for at least 24 months may obtain a loan from the Plan from the balance in their elective contribution account. Effective July 1, 1994, loan eligibility will be reduced to 12 months of participation. The loan may not be less than $1,000 nor exceed the lesser of $50,000 or 50% of the participant's 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. Loan transactions are treated as a transfer to (from) the investment funds from (to) the Participant Notes fund. F. Plan Transfer ------------- Effective January 1, 1991, certain participant balances with a market value of $4,532,079 ($4,456,911 at cost) that were included in the Plan during 1990 were transferred to a new plan, The Boston Edison Negotiated Savings Plan for Office, Technical & Professional Employees, pursuant to a collective bargaining agreement involving certain employees of the Company. G. 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. Boston Edison Company is a party-in-interest as that term is defined in section 3.14 of ERISA. 9 39 H. Reconciliation of Financial Statements to Form 5500 --------------------------------------------------- The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 at December 31, 1993 and 1992.
1993 1992 ---- ---- Net assets available for benefits per the financial statements $28,692,105 $21,078,278 Less: Contributions receivable (343,061) (351,363) ----------- ----------- Net assets available for benefits per the Form 5500 $28,349,044 $20,726,915 =========== ===========
The following is a reconciliation of contributions received per the financial statements to the Form 5500 for the years ended December 31, 1993, 1992 and 1991.
1993 1992 1991 ---- ---- ---- Contributions per the financial statements $5,068,218 $4,109,259 $3,550,128 Add: Contributions receivable at the beginning of the year 351,363 253,403 245,851 Less: Contributions receivable at the end of the year (343,061) (351,363) (253,403) Adjustment - - 156,962 ---------- ---------- ---------- Contributions per the Form 5500 $5,076,520 $4,011,299 $3,699,538 ========== ========== ==========
Contributions are recorded on the Form 5500 when received. The adjustment in 1991 is due to the transfer of Plan assets to Boston Edison Negotiated Savings Plan for Office, Technical & Professional Employees. There is an offsetting adjustment shown on that Plan's reconcilement to the Form 5500. I. Tax Status ---------- The Internal Revenue Service has determined and informed the Company by a letter dated September 28, 1987, that the Plan is designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. J. Reclassification ---------------- Certain prior period amounts on the financial statements were reclassified to conform with current presentation. 10 40 REPORT OF INDEPENDENT ACCOUNTANTS --------------------------------- To the Boston Edison Retirement Plans Committee: We have audited the accompanying statements of net assets available for benefits including the schedules of investments of the Boston Edison Negotiated Savings Plan for Production and Maintenance Employees as of December 31, 1993 and 1992, and the related statements of changes in net assets available for benefits for each of the three years in the period ended December 31, 1993. 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 in accordance with generally accepted auditing standards. Those standards 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 a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Boston Edison Negotiated Savings Plan for Production and Maintenance Employees as of December 31, 1993 and 1992, and the changes in net assets available for benefits for each of the three years in the period ended December 31, 1993 in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of investments held at December 31, 1993 and reportable transactions for the year ended December 31, 1993 are presented for purposes of additional analysis and are not a required part of the basic financial statements but are 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. The Fund Information in the statement of changes in net assets available for benefits is presented for the purpose of additional analysis rather than to present the changes in net assets available for benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated, in all material respects, in relation to the basic financial statements taken as a whole. Boston, Massachusetts COOPERS & LYBRAND June 24, 1994 11 41 BOSTON EDISON NEGOTIATED SAVINGS PLAN FOR PRODUCTION AND MAINTENANCE EMPLOYEES Schedule of Investments Held December 31, 1993
Cost Market Value ---- ------------ Fidelity mutual funds: Asset Manager $ 5,518,214 $ 6,069,818 Magellan 10,297,495 11,141,365 Retirement Government Money Market 2,413,897 2,413,897 U.S. Equity Index 522,454 537,670 ----------- ----------- 18,752,060 20,162,750 Boston Edison Company: Common stock 6,955,000 7,164,581 Participant notes receivable 1,021,713 1,021,713 ----------- ----------- $26,728,773 $28,349,044 =========== ===========
12 42 BOSTON EDISON NEGOTIATED SAVINGS PLAN FOR PRODUCTION AND MAINTENANCE EMPLOYEES Schedule of Reportable Transactions for the year ended December 31, 1993
Description of Net Realized Identity of Party Transaction Amount Gain ----------------- -------------- ------ ------------ Individual transactions: ------------------------ None Series of transactions: ----------------------- Fidelity Asset Manager Purchases $2,821,303 Fidelity Magellan Purchases $4,550,218 Sales $2,113,449 $151,488 Fidelity Retirement Government Money Market Purchases $1,883,127 Sales $2,191,077 - Boston Edison Common Stock Purchases $1,851,809 Sales $1,074,449 $254,809
13 43 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- To the Boston Edison Retirement Plans Committee: We consent to the incorporation by reference in the registration statement of Boston Edison Company and Boston Edison Negotiated Savings Plan for Production and Maintenance Employees Form 10-K/A-1 (File No. 33- 48425) of our report dated June 24, 1994 on our audits of the financial statements of the Boston Edison Negotiated Savings Plan for Production and Maintenance Employees as of December 31, 1993 and 1992 and for each of the three years in the period ended December 31, 1993, which report is included in this Annual Report on Form 11-K. Boston, Massachusetts COOPERS & LYBRAND June 30, 1994 14 -----END PRIVACY-ENHANCED MESSAGE-----