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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO
SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): NOVEMBER 15, 1999
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NSTAR
(Exact name of registrant as specified in its charter)
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<CAPTION>
MASSACHUSETTS 1-14768 04-3466300
<S> <C> <C>
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or organization) Identification Number)
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800 BOYLSTON STREET
BOSTON, MA 02199
(Address, of principal executive offices, including zip code)
(617) 424-2000
(Registrant's telephone number including area code)
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ITEM 5. OTHER EVENTS.
On November 15, 1999, NSTAR entered into a $450 million Revolving
Credit Agreement with a group of banks with a maturity of November 15, 2002.
Pricing is based on NSTAR's credit ratings and a fixed spread over the
Eurodollar Rate Loan rate. We pay a facility fee on the $450 million. The
Revolving Credit Agreement supports our commercial paper program.
On January 27, 2000, NSTAR issued a press release in which we announced
our results for the fourth quarter of 1999. A copy of the press release is
attached to this report as Exhibit 99.1 and is incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1. Press release issued by NSTAR on January 27, 2000.
Note: NSTAR agrees to furnish to the Securities and Exchange
Commission, upon request, a copy of the Revolving Credit Agreement
dated as of November 15, 1999 referred to in this report. Such
agreement is not filed herewith because it does not relate to
outstanding debt in amount greater than 10% of the total assets of
NSTAR and its subsidiaries on a consolidated basis.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NSTAR
By: /s/ ROBERT J. WEAFER, JR.
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Name: Robert J. Weafer, Jr.
Title: Vice President, Controller and Chief
Accounting Officer
Date: January 28, 2000
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[NSTAR LOGO] NSTAR
NEWS RELEASE
Contact: Philip J. Lembo
Phone: (617)424-3562
e-mail: [email protected]
For Immediate Release January 27, 2000
NSTAR ANNOUNCES 1999 EARNINGS
Boston, MA -- Nstar (NST - NYSE) today reported earnings of $0.35 per basic and
diluted share, respectively, for the three months ended December 31, 1999 versus
$0.15, for the same period in 1998. For the year ended December 31, 1999,
earnings per basic and diluted share were $2.77 and $2.76, respectively,
compared to $2.76 and $2.75 in 1998. The fourth quarter of 1999 represents the
first full quarter of NSTAR, following the merger of BEC Energy and Commonwealth
Energy System in August.
Chairman and Chief Executive Officer Tom May said, "The company was again
successful in shaping and solidifying its future. NSTAR was a top performer in
the industry in terms of stock value and total shareholder return. At the same
time we accomplished critical strategic and operating objectives, and improved
service to customers."
May added that NSTAR is fully committed to enhancing shareholder value. In July,
the company was the first in the nation to close on the sale of a nuclear power
plant. In August, the company nearly doubled its customer base by completing its
merger with COM/Energy in record time for the industry. Later in the year NSTAR
announced a $300 million common share buyback program and increased its dividend
by 3.1%.
May added that the company's telecommunications joint venture with RCN
Corporation will help create additional shareholder value in today's booming
telecommunications market.
The results for the year and the quarter reflect the positive contribution of
the former COM/Energy subsidiaries for the last four months of 1999. The
comparison of 1999 to 1998 is impacted by NSTAR's Boston Edison subsidiary,
which experienced a 4.7% increase in retail electric sales for the year and
significant cost reductions as a result of operating efficiencies and generating
unit divestitures and lower financing costs. However, the impact of the retail
electric rate reduction mandated by the Massachusetts Electric Utility
Restructuring Law, the amortization of goodwill and
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merger related costs, and the higher level of common shares outstanding as a
result of the merger partially offset these positive impacts. Prior year
results reflect only the results of BEC Energy.
In addition, earnings per share for the year is impacted by one-time costs
associated with an $11.3 million ($0.14 per share) reduction in the carrying
value of non-regulated district energy assets.
NSTAR was formed in August 1999 through a merger of BEC Energy and Commonwealth
Energy System. The company, headquartered in Boston, MA, provides regulated
electric and gas utility services and is also engaged in telecommunications and
other non-regulated activities. NSTAR, through its subsidiaries, Boston Edison
Company, Cambridge Electric Light Company, Commonwealth Electric Company and
Commonwealth Gas Company, serves approximately 1.3 million customers
throughout Massachusetts, including approximately 1,040,000 electric customers
in 81 communities and 240,000 gas customers in 51 communities. More information
can be found at the company's Web site - WWW.NSTARONLINE.COM.
FINANCIAL DATA (in thousands except per share data)
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<CAPTION>
3 months ended December 31: 1999 1998 % Change
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Operating revenues $ 582,787 $ 363,153 60.5%
Net income $ 22,353 $ 8,374 166.9%
Preferred dividends provided $ 1,490 $ 1,490 0.0%
Earning per share
- basic $ 0.35 $ 0.15 133.3%
- diluted $ 0.35 $ 0.15 133.3%
Weighted avg. # of shares
- basic 59,653 47,184 26.4%
- diluted 59,793 47,366 26.2%
Dividend declared per share
of common stock $ 0.50 $ 0.485 3.1%
<CAPTION>
12 months ended December 31: 1999 1998 % Change
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<S> <C> <C> <C>
Operating revenues $1,851,098 $1,622,515 14.1%
Net income $ 146,427 $ 141,046 3.8%
Preferred dividends provided $ 5,960 $ 8,765 (32.0%)
Earning per share
- basic $ 2.77 $ 2.76 0.4%
- diluted $ 2.76 $ 2.75 0.4%
Weighted avg. # of shares
- basic 50,796 47,973 5.9%
- diluted 50,921 48,149 5.8%
Dividend declared per share
of common stock $ 1.955 $ 1.895 3.2%
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