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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1044
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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: August 25, 1999
(Date of earliest event reported)
NSTAR
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
MASSACHUSETTS 333-78285 04-3466300
(State of Incorporation) (Commission File Number) (IRS Employer Identification No.)
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800 BOYLSTON STREET, BOSTON, MASSACHUSETTS 02199
(Address of principal executive offices)
617-424-2000
(Registrant's telephone number, including area code)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS
At the annual meetings of shareholders of each of BEC Energy and
Commonwealth Energy System ("COM/Energy"), the shareholders of each company
approved the Agreement and Plan of Merger dated as of December 5, 1998 and
restated as of May 4, 1999, among BEC Energy, COM/Energy, NSTAR and two
acquisition subsidiaries of NSTAR. Effective August 25, 1999, pursuant to the
Agreement and Plan of Merger, BEC Energy and COM/Energy combined their
businesses by merging with acquisition subsidiaries of NSTAR (the "Merger").
Each common share of BEC Energy was converted into the right to receive either
$44.10 in cash or one NSTAR common share, and each common share of COM/Energy
was converted into the right to receive either $44.10 in cash or 1.05 NSTAR
common shares, subject to a limit of $300 million of cash being payable in the
transaction. The issuance of cash and NSTAR common shares in exchange for BEC
Energy and COM/Energy common shares in the Merger shall be in accordance with
the shareholder election and proration process described in the Agreement and
Plan of Merger. The election forms were mailed to the BEC Energy and COM/Energy
shareholders beginning on August 23, 1999 and the election period shall remain
open until September 21, 1999 (20 business days following the date election
forms were first mailed to shareholders). A copy of NSTAR's press release
announcing the effectiveness of the Merger is filed herewith as Exhibit 99.4 and
is incorporated herein by reference.
The NSTAR common shares to be issued under the Agreement and Plan of Merger
were registered under the Securities Act of 1933 pursuant to NSTAR's
Registration Statement on Form S-4 (No. 333-78285), declared effective May 14,
1999. Reference is made to the Joint Proxy Statement/Prospectus included in
such Registration Statement for additional information about this transaction.
Pursuant to Rule 12g-3(c) under the Securities Exchange Act of 1934 (the
"Exchange Act"), NSTAR common shares are deemed to be registered under Section
12(b) of the Exchange Act. NSTAR common shares have been approved for listing
on the New York Stock Exchange and the Boston Stock Exchange. The description
of NSTAR common shares contained under the caption "Description of NSTAR Shares"
in the Joint Proxy Statement/Prospectus is incorporated by reference herein.
BEC Energy common shares and COM/Energy common shares were registered
pursuant to Section 12(b) of the Exchange Act and listed on the New York Stock
Exchange. BEC Energy common shares were also listed on the Boston Stock Exchange
and COM/Energy common shares were also listed on the Pacific Stock Exchange. BEC
Energy and COM/Energy are delisting their common shares from these exchanges and
filing Form 15 with the Securities and Exchange Commission to terminate the
registration under the Exchange Act of the BEC Energy and COM/Energy common
shares.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
Exhibit 99.1 Agreement and Plan of Merger, as Amended (incorporated by
reference to Annex A in the Joint Proxy
Statement/Prospectus in Part I of the Registration
Statement on NSTAR's Form S-4 (No. 333-78285)).
Exhibit 99.2 NSTAR Declaration of Trust (incorporated by reference to
Annex D in the Joint Proxy Statement/Prospectus in Part I
of the Registration Statement on NSTAR's Form S-4 (No.
333-78285)).
Exhibit 99.3 NSTAR Bylaws (incorporated by reference to Annex E in the
Joint Proxy Statement/Prospectus in Part I of the
Registration Statement on NSTAR's Form S-4
(No. 333-78285)).
Exhibit 99.4 Press release of NSTAR dated August 25, 1999.
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SIGNATURE
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/ Russell D. Wright
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Russell D. Wright
President and Chief Operating Officer
DATE: August 25, 1999
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INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
99.1 Agreement and Plan of Merger, as Amended (incorporated by
reference to Annex A in the Joint Proxy Statement/Prospectus in
Part I of the Registration Statement on NSTAR's Form S-4 (No.
333-78285)).
99.2 NSTAR Declaration of Trust (incorporated by reference to Annex D
in the Joint Proxy Statement/Prospectus in Part I of the
Registration Statement on NSTAR's Form S-4 (No. 333-78285)).
99.3 NSTAR Bylaws (incorporated by reference to Annex E in the Joint
Proxy Statement/Prospectus in Part I of the Registration
Statement on NSTAR's Form S-4 (No. 333-78285)).
99.4 Press Release of NSTAR
dated August 25, 1999
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EXHIBIT 99.4
[NSTAR LOGO APPEARS HERE] NEWS RELEASE
CONTACTS:
MEDIA: INVESTORS:
Name: Michael Monahan Name: Philip J. Lembo
Phone: (617) 424-2460 Phone: (617) 424-3562
For Immediate Release
BEC ENERGY AND COMMONWEALTH ENERGY SYSTEM COMPLETE MERGER
Boston, MA (August 25, 1999) BEC Energy (NYSE: BSE) and Commonwealth Energy
System (NYSE: CES), today completed their merger under a new company, NSTAR
(NYSE: NST). This follows approval from the Securities and Exchange Commission
yesterday. The merger, completed in less than nine months, provides the
platform for creating the premier energy distribution system in the region.
NSTAR, through its subsidiaries, Boston Edison, Cambridge Electric, Commonwealth
Electric and Commonwealth Gas, will serve about 1.3 million customers, including
approximately 1,040,000 electric customers in 81 communities and 240,000 gas
customers in 51 communities.
Thomas J. May, chairman and chief executive officer of NSTAR, said, "Customer
service is our top priority. Our expanded platform will allow the combined
companies to invest more effectively in technology and infrastructure which will
lead to higher levels of customer service." Mr. May added, "The new company
allows us to broaden our customer base, and to capture the savings opportunities
that the combined operations can produce."
May also noted that the electric and gas utility industry, particularly in the
northeast region, continues to experience significant consolidation activity.
"Like all utilities in the region, we will continue to evaluate opportunities to
enhance shareholder value through the consolidation of this industry," May
said.
Under the terms of the Agreement and Plan of Merger (the "Merger Agreement"),
the BEC Energy shareholders have the right to elect to receive either $44.10 in
cash or one NSTAR common share for each BEC Energy share held, and the
COM/Energy shareholders have the right to elect to receive either $44.10 in cash
or 1.05 NSTAR common shares for each COM/Energy share held, subject in each case
to proration as described in the Proxy Statement/Prospectus dated May 14, 1999
relating to the merger.
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Election forms were mailed to the BEC Energy and COM/Energy shareholders
beginning on August 24, 1999. The cash or share election must be completed and
returned to EquiServe, the exchange agent, no later than 5:00 p.m. ("EST") on
September 21, 1999. Any shareholder who fails to make a timely election will
receive either cash or NSTAR common shares at the discretion of NSTAR.
In April 1998, BEC announced a common share repurchase program under which it
would repurchase up to four million of its common shares. This share repurchase
program will be continued by NSTAR.
As previously announced, on July 29, 1999, a wholly-owned special purpose
subsidiary of Boston Edison Company, a subsidiary of NSTAR, closed the sale of
$725 million of rate reduction bonds through two Massachusetts state agencies
and expects to use a portion of the proceeds to reduce capitalization. On July
30, 1999 Boston Edison announced a tender offer for any and all of its
outstanding 9-7/8% debentures due June 1, 2020 and its 9-3/8% debentures due
August 15, 2021. In addition, NSTAR may expand its existing common share
repurchase program. Repurchases of NSTAR common shares could take the form of
an open-market repurchase program, private transactions, one or more tender
offers or a combination of one or more of these methods. In the event that
NSTAR elects to proceed with a tender offer, any such tender offer would likely
be at a premium to the then current market price of NSTAR shares.
On July 27, 1999, the Massachusetts Department of Telecommunications and Energy
(the "MDTE"), approved a rate plan filed by the utility subsidiaries of NSTAR in
connection with the merger. On August 16, 1999, the Massachusetts Attorney
General, and other parties to the rate proceeding, filed an appeal of the MDTE's
order regarding the rate plan.
This press release includes forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934. These forward-looking
statements reflect numerous assumptions, and involve a number of risks and
uncertainties. Among the factors that could cause actual results to differ
materially are: the ability of the combined company to successfully reduce its
cost structure and realize the economies expected to be generated by the merger,
including benefits from consolidation of the companies' workforces, the effects
of the continued regulatory orders and legislative changes; the effects of the
changes in economic conditions, weather conditions, growth in the service
territories of the two companies, interest costs and the other risks detailed
from time to time in BEC Energy's, Commonwealth Energy System's, and NSTAR's SEC
reports. See the Annual Reports of each of BEC Energy and Commonwealth Energy
System for the years ended December 31, 1998.
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