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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 23, 2000
REGISTRATION NO. 333-74671
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MASSACHUSETTS RRB
SPECIAL PURPOSE TRUST BEC-1
(ISSUER OF SECURITIES)
BEC FUNDING LLC
(DEPOSITOR OF THE TRUST DESCRIBED HEREIN)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CERTIFICATE OF FORMATION)
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DELAWARE 04-3454484
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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BEC FUNDING LLC
800 BOYLSTON STREET, 35TH FLOOR
BOSTON, MASSACHUSETTS 02199
TELEPHONE: (617) 369-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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ROBERT J. WEAFER, JR.
BEC FUNDING LLC
800 BOYLSTON STREET, 35TH FLOOR
BOSTON, MASSACHUSETTS 02199
TELEPHONE: (617) 369-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
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HEMMIE CHANG, ESQ. STANLEY KELLER, ESQ. ERIC TASHMAN, ESQ.
ROPES & GRAY PALMER & DODGE LLP BROWN & WOOD LLP
ONE INTERNATIONAL PLACE ONE BEACON STREET 555 CALIFORNIA STREET
BOSTON, MASSACHUSETTS 02110 BOSTON, MASSACHUSETTS 02108 SAN FRANCISCO, CALIFORNIA 94104
(617) 951-7000 (617) 573-0100 (415) 772-1200
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: July 29,
1999
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ___________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
This Post-Effective Amendment No. 2 amends the Registration Statement on
Form S-3 (No. 333-74671), originally filed by BEC Funding LLC on March 19, 1999
and declared effective by the SEC on July 21, 1999, in order to add
Massachusetts RRB Special Purpose Trust BEC-1 as an additional registrant, and
to receive a unique commission file number for the Massachusetts RRB Special
Purpose Trust BEC-1.
All of the securities offered pursuant to this registration statement have
been sold by the registrants, and accordingly no further offers or sales will be
made under this registration statement.
The following Part II information and the exhibits incorporated by
reference, including the final prospectus filed with the SEC on July 29, 1999,
have previously been filed by amendments to the registration statement or on a
Current Report on Form 8-K filed by BEC Funding LLC.
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered, other than
underwriting discounts and commissions. All amounts shown are estimates, except
the Securities and Exchange Commission registration fee.
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ITEM AMOUNT
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Securities and Exchange Commission Registration
Fee.............................................. $ 201,550
Blue Sky Fees and Expenses......................... 5,000
Printing and Engraving Expenses.................... 325,000
Trustees' Fees and Expenses........................ 60,000
Accountants' Fees and Expenses..................... 75,000
Legal Fees and Expenses............................ 2,850,000
Rating Agency Fees................................. 510,000
Public Agency Fees................................. 145,000
Department of Telecommunications and Energy Filing
Fee.............................................. 110,100
Miscellaneous Fees and Expenses.................... 620,000
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Total.................................... $4,901,650
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 18-108 of the Delaware Limited Liability Company Act provides that
subject to such standards and restrictions, if any, as are set forth in its
limited liability company agreement, a limited liability company may and has the
power to indemnify and hold harmless any member or other person from and against
any and all claims and demands whatsoever.
Sections 10.01 and 10.02 of the Limited Liability Company Agreement of the
note issuer provide that, to the fullest extent permitted by applicable law, the
note issuer shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (including
actions by or in the right of the note issuer to procure a judgment in its
favor) by reason of the fact that he is or was a director, manager, officer,
employee or agent of the note issuer, or is or was serving at the request of the
note issuer as a manager, director, officer, employee or agent of another
company, partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit,
proceeding or in enforcing such person's right to indemnification hereunder, if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the note issuer, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful, provided that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the note issuer unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the Court of Chancery or such other
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court shall deem proper. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner that he reasonably believed to be in or
not opposed to the best interests of the note issuer, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
BEC Funding LLC has directors' and officers' liability insurance policies
in force insuring directors and officers of BEC Funding LLC.
Section 67 of the Massachusetts Business Corporation Law provides that a
corporation may indemnify its directors, officers, employees and other agents
and persons who serve at its request as directors, officers, employees or other
agents of another organization to the extent specified in the corporation's
Articles of Organization, or in a Bylaw or vote adopted by a majority of the
stockholders.
Under Section 9 of its Bylaws, Boston Edison Company indemnifies, to the
extent legally permissible, each of its directors and officers (including
persons who serve at its request as directors, officers or trustees of another
organization in which it has any interest, as a shareholder, creditor or
otherwise) against all liabilities and expenses, including amounts paid in
satisfaction of judgments, in compromise or as fines and penalties, and counsel
fees, reasonably incurred by such person in connection with the defense or
disposition of any action, suit or other proceeding, whether civil or criminal,
in which such person may be involved or with which such person may be
threatened, while in office or thereafter, by reason of such person's being or
having been such a director, officer or trustee, except with respect to any
matter as to which such person shall have been adjudicated in any proceeding not
to have acted in good faith in the reasonable belief that his or her action was
in the best interests of the corporation. The note issuer believes that the
officers and the non-independent directors of the note issuer are serving at the
request of Boston Edison Company and are therefore entitled to such indemnity
from Boston Edison Company.
Boston Edison Company has directors' and officers' liability insurance
policies in force insuring directors and officers of Boston Edison Company and
its subsidiaries.
ITEM 16. EXHIBITS.
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EXHIBIT
NUMBER DESCRIPTION
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1.1 Underwriting Agreement.(A)
3.1 Certificate of Formation of BEC Funding LLC.(A)
3.2 Limited Liability Company Agreement of BEC Funding LLC.(A)
4.1 Note Indenture.(A)
4.2 Certificate Indenture.(A)
4.3 Declaration of Trust. (A)
4.4 Notes.(A)
4.5 Rate Reduction Certificates. (A)
5.1 Opinion of Ropes & Gray with respect to legality of the
Notes.(B)
5.2 Opinion of Richards, Layton & Finger, P.A. with respect to
legality of the Rate Reduction Certificates.(B)
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EXHIBIT
NUMBER DESCRIPTION
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5.3 Opinion of Richards, Layton & Finger, P.A. with respect to
due authorization of the Notes by the Registrant.(B)
8.1 Opinion of Palmer & Dodge LLP with respect to federal and
state tax matters.(B)
10.1 Transition Property Purchase and Sale Agreement.(A)
10.2 Transition Property Servicing Agreement.(A)
10.3 Note Purchase Agreement.(A)
10.4 Administration Agreement.(A)
10.5 Fee and Indemnity Agreement.(A)
23.1 Consent of Ropes & Gray (contained in its opinion to be
filed as Exhibit 5.1).(B)
23.2 Consent of Palmer & Dodge LLP (contained in its opinions to
be filed as Exhibits 8.1 and 99.3).(B)
23.3 Consent of Richards, Layton & Finger, P.A. (contained in its
opinions to be filed as Exhibits 5.2 and 5.3).(B)
23.4 Consent of PricewaterhouseCoopers LLP.(B)
25.1 Statement of Eligibility and Qualification of Note Trustee
on Form T-1.(C)
25.2 Statement of Eligibility and Qualification of Certificate
Trustee on Form T-1.(C)
27.1 Financial Data Schedule.(C)
99.1 Application for Financing Order.(D)
99.2 Financing Order.(A)
99.3 Opinion of Palmer & Dodge LLP with respect to impairment of
contracts.(B)
99.4 Final Prospectus (incorporated by reference to the filing made by BEC
Funding LLC pursuant to Rule 424(b) on July 29, 1999).
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(A) Incorporated by reference to the similarly titled exhibit to the current
report on Form 8-K filed by BEC Funding LLC on August 13, 1999.
(B) Incorporated by reference to the similarly titled exhibit to the
Registration Statement on Form S-3 filed by BEC Funding LLC on July 21,
1999.
(C) Incorporated by reference to the similarly titled exhibit to the
Registration Statement on Form S-3 filed by BEC Funding LLC on July 14,
1999.
(D) Incorporated by reference to the similarly titled exhibit to the
Registration Statement on Form S-3 filed by BEC Funding LLC on March 19,
1999.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant, on behalf of Massachusetts RRB Special Purpose
Trust BEC-1, hereby undertakes as follows:
(a)(1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a twenty percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement; and (iii) to include any material
information with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such information in the
Registration Statement; provided, however, that (a)(1)(i) and (a)(1)(ii) will
not apply if the
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information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering hereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities registered which remain unsold at the termination of the
offering.
(b) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934), with respect to the Trust that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) That insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described under Item 15
above, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
(d) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purposes of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Massachusetts
RRB Special Purpose Trust BEC-1 certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and that
the security rating requirement of Form S-3 was met by the time of sale and has
duly caused this Post-Effective Amendment No. 2 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, on this 23rd
day of March, 2000.
BEC FUNDING LLC,
as Registrant
By: /s/ Robert J. Weafer
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Name: Robert J. Weafer
Title: Vice President
Massachusetts RRB Special Purpose
Trust BEC-1
By: The Bank of New York (Delaware),
as Delaware Trustee
By: /s/ Thomas J. Provenzano
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Name: Thomas J. Provenzano
Title: Vice President
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