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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: May 20, 1998
------------
(Date of earliest event reported)
Exact Name of IRS
Commission Registrant as Employer Registrants'
File Specified in its State of Identification Telephone
Number Charter Incorporation Number Number
- - ---------- ---------------- ------------- -------------- ------------
1-____ BEC Energy Massachusetts 04-6830187 617-424-2000
1-2301 Boston Edison Massachusetts 04-1278810 617-424-2000
Company
800 Boylston Street, Boston, MA 02199
(Address of principal executive offices)
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ITEM 5. OTHER EVENTS
Holding Company Structure Implemented
At a special meeting of the shareholders of Boston Edison Company, held
on May 15, 1997, it was resolved, by the vote of more than two-thirds of the
shareholders entitled to vote thereon, to adopt an Agreement and Plan of
Merger, among Boston Edison, BEC Energy, a Massachusetts business trust ("BEC
Energy"), and Boston Edison Mergeco Electric Company, Inc., a Massachusetts
electric company and a wholly-owned subsidiary of BEC Energy ("Mergeco").
Effective May 20, 1998, pursuant to the Agreement and Plan of Merger, Mergeco
merged with and into Boston Edison and the outstanding shares of Common Stock
($1 par value) of Boston Edison were exchanged automatically on a share-for-
share basis for Common Shares ($1 par value) of BEC Energy, and BEC Energy
thereby became the holding company for Boston Edison. The preferred stock and
debt of Boston Edison were not exchanged and remain securities of Boston
Edison.
The BEC Energy Common Shares issued pursuant to the Merger were
registered under the Securities Act of 1933 pursuant to BEC Energy's
Registration Statement on Form S-4 (No. 333-23439, declared effective
March 24, 1997). Reference is made to the Proxy Statement/Prospectus of BEC
Energy and Boston Edison included in the Registration Statement (the
"Prospectus") for additional information about this transaction.
Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934 (the
"Exchange Act"), BEC Energy Common Shares are deemed to be registered under
Section 12(b) of the Exchange Act. BEC Energy Common Shares were approved for
listing on the New York Stock Exchange. The description of the BEC Energy
Common Shares contained under the caption "Proposal No. 2 - Plan of
Restructuring" in the Prospectus is incorporated by reference herein.
Boston Edison Common Stock was registered pursuant to Section 12(b) of
the Exchange Act and listed on the New York and Boston Stock Exchanges.
Boston Edison is delisting the Boston Edison Common Stock from these exchanges
and filing a Form 15 with the Securities and Exchange Commission to terminate
the registration under the Exchange Act of the Boston Edison Common Stock.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits - See Exhibit Index
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SIGNATURE
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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.
BEC ENERGY
By: /s/ Thomas J. May
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Thomas J. May
Chairman of the Board, President
and Chief Executive Officer
BOSTON EDISON COMPANY
By: /s/ Thomas J. May
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Thomas J. May
Chairman of the Board, President
and Chief Executive Officer
Date: May 20, 1998
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<TABLE>
INDEX TO EXHIBITS
<CAPTION>
SEQUENTIAL
EXHIBIT NUMBER AT WHICH
NO. DESCRIPTION EXHIBIT BEGINS
- - ------- ----------- ---------------
<S> <C> <C>
99.1 -- Agreement and Plan of Merger
(incorporated by reference to Exhibit A to
the Proxy Statement/Prospectus in Part I of
Registration Statement on Form S-4 of BEC
Energy (No. 333-23439)).
99.2 -- Amended and Restated Declaration of
Trust of BEC Energy (incorporated by
reference to Exhibit B to the Proxy
Statement/Prospectus in Part I of
Registration Statement on Form S-4 of
BEC Energy (No. 333-23439)).
99.3 -- By-laws of BEC Energy. 5
</TABLE>
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EXHIBIT 99.3
BYLAWS
OF
BEC ENERGY
Section 1. DECLARATION OF TRUST
1.1 Declaration of Trust. References herein to the Declaration of Trust
shall apply to the Amended and Restated Declaration of Trust establishing BEC
Energy, dated March 25, 1997, as the same shall be amended from time to time.
These By-laws and all matters concerning the conduct and regulation of the
business and affairs of the Company shall be subject to such provisions in
regard thereto, if any, as are set forth in the Declaration of Trust as from
time to time in effect.
Section 2. TRUSTEES
2.1 Nominations. Nominations for the election of Trustees at an annual
meeting may be made by the Trustees or a committee appointed by the Trustees
or by any Shareholder entitled to vote generally in the election of Trustees;
however, any Shareholder entitled to vote generally in the election of
Trustees may nominate one or more persons for election as Trustees at an
annual meeting only if written notice of such Shareholder's intent to make
such nomination or nominations has been given, postage prepaid, to the clerk
not later than forty-five days prior to the anniversary of the date of the
immediately preceding annual meeting. Each such notice shall set forth; (a)
the name and address of the Shareholder who intends to make the nomination and
of the person or persons to be nominated; (b) a representation that the
Shareholder is a holder of record of the Company entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting to nominate
the person or persons specified in the notice; (c) a description of all
arrangements or understandings between the Shareholder and each nominee and
any other person or persons (naming such person or persons) pursuant to which
the nomination or nominations are to be made by the Shareholder; (d) such
other information regarding each nominee proposed by such Shareholder as would
be required to be included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission; and (e) the consent of each
nominee to serve as a Trustee if so elected. The presiding officer of the
meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.
2.2 Action by Trustees. The action of the Trustees in respect of any matter
shall be by vote passed by the Trustees at a meeting or by a written vote
without a meeting (with or without notice to the other Trustees) signed by at
least a majority of the Trustees.
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2.3 Regular Meetings. Regular meetings of the Trustees may be held at such
places and at such times as the Trustees may by vote from time to time
determine, and if so determined no notice thereof need be given, provided,
however, that notice of the first regular meeting following any such
determination shall be given to absent Trustees. A regular meeting of the
Trustees may be held without notice immediately after and at the same place as
the annual meeting of the Shareholders or a special meeting of the
Shareholders held in lieu of such annual meeting.
2.4 Special Meetings. A special meeting of the Trustees may be held at any
time and at any place when called by the chairman, president, clerk or three
or more Trustees, by giving to each of the Trustees reasonable notice thereof.
2.5 Notice. Without implied limitation, a notice thereof, mailed prepaid,
addressed to any Trustee, at his or her usual address, and posted in the City
of Boston, or where the principal office of the Company is situated, at least
forty-eight (48) hours before such meeting, or a notice given by telephone or
telefax at least twenty-four (24) hours before such meeting, shall be deemed
sufficient notice to such Trustee, whether the same be received by him or her
or not. It shall not be necessary to give notice of any such meeting to any
Trustee who is present at the meeting, or who executes, before or after the
meeting, a written waiver of such notice; and if under the foregoing
provisions there is no Trustee to whom notice of a meeting need be given, such
meeting may be held without call at any time and at any place.
2.6 Minutes of Meetings. The Trustees shall cause to be kept minutes of all
meetings of the Trustees and minutes of all meetings of the Shareholders, and
all such minutes, if signed or certified by the clerk or any assistant or
temporary clerk, shall be conclusive evidence of the matters therein stated.
2.7 Presence Through Communications Equipment. Unless otherwise prohibited
by law, members of the Trustees may participate in a meeting by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other at the same time and
participation by such means shall constitute presence in person at a meeting.
2.8 Committees. The Trustees shall, by a vote of the majority of the
Trustees then in office, elect from their number an executive committee which
shall include the chairman of the Trustees, if any, and the president, and
which shall have and exercise all powers of the Trustees which may lawfully be
delegated in the intervals between the meetings of the Trustees. The Trustees
may also from time to time appoint such other committees as it may determine
and such committees shall have such powers as shall be specified by vote of
the Trustees. Except as the Trustees may otherwise determine, any such
committee may make rules for the conduct of its business, but unless otherwise
provided by the Trustees or such rules, its business shall be conducted as
nearly as may be in the same manner as is provided by this declaration of
trust for the conduct of business by the Trustees.
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Section 3. OFFICERS AND AGENTS
3.1 Enumeration; Qualification. The officers of the Company shall be a
president, a treasurer and a clerk and any other officers, including a
chairman of the Trustees, as the Trustees may from time to time in their
discretion elect or appoint. The Trustees may likewise from time to time
appoint or employ or authorize the appointment or employment of agents,
employees or representatives of the Company, may fix their compensation, term
of employment, duties and powers, or authorize the same to be fixed, and may
remove them or terminate their employment or authorize the same to be done.
The clerk shall be a resident of Massachusetts unless the Company has a
resident agent appointed for the purpose of service of process. Any action
taken and any obligations entered into by such officers or agents on behalf of
the Company pursuant to authority granted to them shall be binding upon the
Trust estate. The Trustees may fix the compensation and duties and powers of
the officers or authorize the same to be fixed. Any officer may be but need
not be a Shareholder or Trustee and any two or more offices may be held by the
same person. Any officer may be required by the Trustees to give bond for the
faithful performance of his or her duties to the Company in such amounts and
with such sureties as the Trustees may determine.
3.2 Resignation and Removals. Any officer may resign at any time by
delivering his or her resignation in writing to the chairman of the Trustees,
if any, the president, the treasurer or the clerk or to a meeting of the
Trustees. Such resignation shall be effective upon its receipt unless
specified to be effective at some other time. The Trustees may remove any
officer elected or appointed by them with or without cause by the vote of a
majority of the Trustees then in office. An officer may be removed for cause
only after reasonable notice and opportunity to be heard before the Trustees.
Except where a right to receive compensation shall be expressly provided in a
duly authorized written agreement with the Company, no officer resigning or
removed shall have any right to any compensation as such officer for any
period following his or her resignation or removal, or any right to damages on
account of such removal, whether his or her compensation be by the month or by
the year or otherwise, unless the Trustees shall in their discretion provide
for compensation.
3.3 Powers. Subject to law, to the Declaration of Trust, and other
provisions of these By-laws, unless and until the Trustees otherwise
determines, the several officers shall have the authority and perform the
duties usually incident to their respective offices in the case of
corporations and such other duties and powers as the Trustees may from time to
time designate.
3.4 Election. The chairman of the Trustees, if any, and the president,
treasurer and clerk shall be elected annually by the Trustees at their first
meeting following the annual meeting of the stockholders. Other officers, if
any, may be elected or appointed by the Trustees at said meeting or at any
other time. If the office of the president or the treasurer or clerk becomes
vacant, the Trustees may elect a successor by vote of a majority of the
Trustees then in office. If the office of any other officer becomes vacant,
the Trustees may elect a successor by vote of a majority of the Trustees
present. Each such successor shall hold office until his or her successor is
chosen and qualified, or until such officer sooner dies, resigns, is removed
or becomes disqualified.
3.5 Tenure. The chairman of the Trustees, the president, the treasurer and
the clerk shall continue in office until the first meeting of the Trustees
following the next succeeding annual meeting of the Shareholders or the
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special meeting of the Shareholders held in lieu of such annual meeting, and
until his or her successor, if any, is chosen and qualified, and other
officers shall hold office until any such officer sooner dies, resigns, is
removed or becomes disqualified. Each agent shall retain his or her authority
at the pleasure of the Trustees.
3.6 Chief Executive Officer, Chairman of the Trustees, President and Vice
Presidents. The Trustees shall designate either the chairman of the Trustees
or the president as the chief executive officer of the Company who shall have
general charge and supervision of the business of the Company, subject to the
control of the Trustees.
The president, if not designated as the chief executive officer, and any
vice presidents shall have the duties and powers as shall be designated by the
Trustees from time to time or the chief executive officer of the Company.
3.7 Treasurer and Assistant Treasurers. The treasurers shall be in charge of
the Company's funds and valuable papers, books of account and accounting
records and shall have such other duties and powers as may be designated from
time to time by the Trustees or by the chief executive officer of the Company.
Any assistant treasurer shall have duties and powers as shall be
designated from time to time by the Trustees or the chief executive officer of
the Company.
3.8 Clerk and Assistant Clerks. The clerk shall record all proceedings of
the stockholders in a book or series of books to be kept therefor, which book
or books shall be kept in the principal office of the Company or at the office
of its transfer agent or of its clerk and shall be open at all reasonable
times to the inspection of any stockholder. In the absence of the clerk from
any meeting of stockholders, an assistant clerk, or if there be none or the
assistant clerk be absent, a temporary clerk chosen at the meeting, shall
record the proceedings thereof in the aforesaid book. Unless a transfer agent
has been appointed, the clerk shall keep or cause to be kept the stock and
transfer records of the Company, which shall contain the names and record
addresses of all the stockholders and the amount of stock held by each. The
clerk shall keep a true record of the proceedings of all meetings of the
Trustees and in the clerk's absence from any such meeting an assistant clerk,
or if there be none or the assistant clerk is absent, a temporary clerk chosen
at the meeting, shall record the proceedings thereof.
Any assistant clerk shall have such duties and powers as shall be
designated from time to time by the Trustees or the chief executive officer of
the Company.
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Section 4. CAPITAL STOCK
4.1 Stock Certificates. Every Shareholder shall be entitled to receive a
certificate or certificates specifying the number and kind of shares held by
such Shareholder, with such description, if any, as may be necessary to
distinguish them from other shares to which different rights are attached.
Such certificates shall be signed by the chairman, the president or a vice
president and by the treasurer or an assistant treasurer of the Company and
countersigned by the transfer agent, if any, and registered by or on behalf of
the Trustees or by a registrar, if any, and a notation of such registration
shall be endorsed thereon. Such signatures may be facsimiles if the
certificate is signed by a transfer agent or by a registrar other than a
Trustee, officer or employee of the Company. Even though any officer who has
signed or whose facsimile signature has been placed on such certificate shall
have ceased to be such officer before such certificate is issued, such
certificate may nevertheless be issued by the Company.
In lieu of issuing share certificates, the Trustees or the transfer
agent may either issue receipts therefor or keep accounts upon the books of
the Company for the record holders of such shares, who shall in either case be
deemed, for all purposes hereunder, to be the holders of certificates for such
shares as if they had accepted such certificates and shall be held to have
expressly assented and agreed to the terms hereof.
4.2 Lost, Stolen or Destroyed Share Certificates. In the event the Trustees
authorized the issuance of share certificates, subject to Section 4.3, a new
certificate may be issued to replace any certificate previously issued, on
satisfactory evidence that the said certificate previously issued has been
worn out, mutilated, lost or destroyed and on such terms, if any, as to
indemnity and otherwise, as the Trustees shall deem proper.
Section 5. COMMON SEAL
The seal of the Company shall bear the inscription: BEC Energy --
1997 --Massachusetts.
Section 6. EXECUTION OF PAPERS
Except as the Trustees may generally or in particular cases authorize the
execution thereof in some other manner, all deeds, leases, transfers,
contracts, bonds, notes, checks, drafts, and other obligations made, accepted
or endorsed on behalf of the Company shall be signed by the chairman of the
Trustees, if any, or by the president or by one or more of the vice presidents
or the treasurer.
Section 7. FISCAL YEAR
Until the Trustees shall change the same, the fiscal year shall end on
the last day of December in each year.
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Section 8. CONTROL SHARE ACQUISITIONS
The provisions of Massachusetts General Laws Chapter 110D as in effect
from time to time shall not apply to control share acquisitions of the
Company.
Section 9. AMENDMENTS
These By-laws may be altered, amended or repealed by vote of the majority
of the Trustees then in office, except with respect to any provision which by
law or by a provision of this trust requires action by the Shareholders.
