As filed with the Commission on January 27, 1994 File No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BOSTON EDISON COMPANY
(Exact name of issuer as specified in its charter)
Massachusetts 04-1278810
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
800 Boylston Street
Boston, Massachusetts 02199
(Address of principal executive offices, including zip code)
BOSTON EDISON
PERFORMANCE SHARE PLAN
(Full title of the plan)
Copy to:
Theodora S. Convisser, Clerk
Boston Edison Company
800 Boylston Street
Boston, MA 02199
(617) 424-2000
(Name, address and telephone
number of agent for service)
CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________
Title of Amount Proposed Proposed Amount of
Securities to be maximum maximum registration
to be registered offering aggregate fee
registered <F1><F2> price per<F3> offering
share price<F3>
_______________________________________________________________________________
Common Stock 200,000 $26.375 $5,275,000 $l,8l9.00
par value,
$1.00
______________________________________________________________________________
[FN]
<F1> To be purchased from time to time for participants in the Plan.
<F2> Plus such indeterminate number of additional shares as may be required in
the event of a stock dividend, stock split, combination of
shares or other change in the capitalization of Boston Edison
Company.
<F3> Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) of the basis of the average of the high (26.75)
and low (26.00) prices of the (Boston Edison Company) Common
Stock, par value $1.00, reported on the New York Stock Exchange on
January 25, 1994, which date is within five (5) business days
of the filing hereof.
Item 3. Incorporation of Documents by Reference.
Boston Edison Company (the "Registrant" or the "Company")
hereby incorporates the following documents herein by reference:
(a) The registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992, and Amendment No. 1 thereto,
dated as of June 29, 1993, filed pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act").
(b) The registrant' Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30 and September 30, 1993, filed
pursuant to the Exchange Act.
(c) The registrant's Current Reports on Form 8-K dated
January 28, February 11, April 27 and October 29, 1993 pursuant
to Section 13(a) or Section 15(d) of the Exchange Act.
(d) All other reports filed by the registrant with the
Commission pursuant to Section 13(a) or Section 15(d) of the
Exchange Act since the end of the fiscal year covered by the
registrant's annual report referred to above.
(e) The description of the Company's Common Stock, $1.00
par value, contained in the Company's Registration Statement on
Form 10 (Registration No. 1-904) in respect of the Company's
Common Stock, filed pursuant to Section 12 of the Exchange Act.
Item 6. Indemnification of Directors and Officers.
The corporation shall, to the extent legally permissible,
indemnify 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; provided, however, that as to any matter disposed of
by a compromise payment by such director or officer, pursuant to
a consent decree or otherwise, no indemnification either for said
payment or for any other expenses shall be provided unless such
compromise shall be approved as in the best interests of the
corporation after notice that it involves such indemnification:
(a) by a disinterested majority of the directors then in office,
or (b) by a majority of the disinterested directors then in
office, provided that there has been obtained an opinion in
writing of independent legal counsel to the effect that such
director or officer appears to have acted in good faith in the
reasonable belief that his or her action was in the best
interests of the corporation; or (c) by the holders of a majority
of the outstanding stock at the time entitled to vote for
directors, voting as a single class, exclusive of any stock owned
by any interested director or officer. Each director or officer
of the corporation shall, in the performance of his or her
duties, be fully protected in relying in good faith upon the
books of account of the corporation, reports made to the
corporation by any of its officers or employees or by counsel,
accountants, appraisers or other experts or consultants selected
with reasonable care by the directors, or upon other records of
the corporation. Expenses, including counsel fees, reasonably
incurred by any director or officer in connection with the
defense or disposition of any such action, suit or other
proceeding may be paid from time to time by the corporation in
advance of the final disposition thereof upon receipt of an
undertaking by such director or officer to repay the amounts so
paid by the corporation if it is ultimately determined that
indemnification for such expenses is not authorized under this
section. The right of indemnification hereby provided shall not
be exclusive of or affect any other rights to which any director
or officer may be entitled. As used in this section, the terms
"director" and "officer" include their respective heirs,
executors and administrators, and an "interested" director or
officer is one against whom in such capacity the proceedings in
question or another proceeding on the same or similar grounds is
then pending. Nothing contained in this section shall affect any
rights to indemnification to which corporate personnel other than
directors and officers may be entitled by contract or otherwise
under law.
Section 67 of Chapter 156B of the Massachusetts General Laws
provides that indemnification of directors and officers may be
provided to the extent specified or authorized by the articles of
organization or bylaws.
The Company has purchased two-part policies of insurance
covering directors' and officers' liability and reimbursement of
the Company for indemnification of a director or officer. The
policies covering directors' and officers' liability provide for
payment on behalf of a director or officer of any Loss (defined
to include among other things damages, judgments, settlements,
costs and expenses) arising from claims against such director or
officer by reason of any Wrongful Act (as defined) subject to
certain exclusions.
Item 8. Exhibits.
Exhibit
Number
4.1 Boston Edison Performance Share Plan
15. Letter re: Unaudited Interim
Financial Information.
23. Consent of Coopers & Lybrand.
24. Power of Attorney.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(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; 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 paragraphs (a)(1)(i) and (ii)
shall not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant 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 herein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof;
(3) to remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes 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 Section 15(d) of the Securities Exchange Act of
1934 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) 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 foregoing provisions, 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 Act 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 Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly authorized this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston and the Commonwealth of
Massachusetts, on this 27th day of January, 1994.
BOSTON EDISON COMPANY
By:/s/ Charles E. Peters, Jr.
CHARLES E. PETERS, JR.
Senior Vice President-Finance
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Principal Executive Officer:
BERNARD W. REZNICEK, Chairman
and Chief Executive Officer
Principal Financial Officer:
CHARLES E. PETERS, JR.,
Senior Vice President - Finance
Principal Accounting Officer:
ROBERT J. WEAFER, JR.,
Vice President, Controller
and Chief Accounting Officer
By:/s/ Charles E. Peters, Jr.
Directors: CHARLES E. PETERS, JR.
(as attorney-in-fact and
WILLIAM F. CONNELL on his own behalf as
GARY L. COUNTRYMAN Principal Financial Officer)
GEORGE W. DAVIS
THOMAS G. DIGNAN, JR.
NELSON S. GIFFORD January 27, 1994
KENNETH I. GUSCOTT
MATINA S. HORNER
THOMAS J. MAY
SHERRY H. PENNEY
BERNARD W. REZNICEK
HERBERT ROTH, JR.
STEPHEN J. SWEENEY
PAUL E. TSONGAS
EXHIBIT 4.1
BOSTON EDISON COMPANY
PERFORMANCE SHARE PLAN
Section 1. Amendment and Restatement of Executive Long-Term Incentive
Compensation Plan and Purpose of Restated Plan
1.1 Amendment and Restatement of Plan. Boston Edison Company herewith
amends and restates its Executive Long-Term Incentive Compensation Plan,
established effective January 1, 1989, which shall be known hereafter as the
BOSTON EDISON COMPANY PERFORMANCE SHARE PLAN (hereinafter referred to as the
"Plan"). This amendment and restatement is applicable to Plan Performance
Periods commencing January 1, 1991. The terms and provisions of the Plan as
in effect prior to January 1, 1991 remain effective for Performance Periods
commencing prior to January 1, 1991.
1.2 Purpose. The purpose of the Plan is as follows:
- - To enhance Participant's focus on business directions beyond the annual
budget cycle and to promote the achievement of long-term, strategic Company
objectives.
- - To motivate Participants to take actions that will enhance long-term
shareholder value and minimize costs to customers.
- - To strengthen team spirit through a vehicle that offers financial reward
opportunities to Participants over a multiyear period.
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Section 2. Definitions
2.1 Definitions. Whenever used herein, the following terms shall have the
meanings set forth below, unless expressly otherwise provided. When the defined
meaning is intended, the term is capitalized.
(a) The term "Award" means the allocation to a Participant at the beginning
of a Performance Period of a Target Incentive Award that may be earned
at the completion of the Performance Period. The Award is expressed in
terms of a dollar amount.
(b) The term "Base Salary" means a Participant's annual rate of pay in
effect on the first day of the Performance Period or such other date
specified by the Committee.
(c) The term "Beneficiary" means the person or persons entitled to receive
the interest of a Participant under the Plan in the event of the
Participant's death as provided in Section 6 hereof.
(d) The term "Board" means the Board of Directors of the Company, provided,
however, that in the event of a Change in Control, the term "Board"
shall mean the Board of Directors as constituted immediately prior to
the Change in Control.
(e) The term "Change in Control of the Company" shall mean and be deemed to
have occurred if any one of the following events should take place:
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(i) the acquisition, other than from the Company, by any individual,
entity or group (within the meaning of Section 13(d) (3) or 14(d)
(2) of the Exchange Act) of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 30%
or more of the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the
election of directors, but excluding, for this purpose, any such
acquisition by (i) the Company or any of its subsidiaries, (ii) any
employee benefit plan (or related trust) of the Company or its
subsidiaries, or (iii) any corporation with respect to which,
following such acquisition, more than 50% of the combined voting
power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by individuals and
entities who were the beneficial owners of voting securities of the
Company immediately prior to such acquisition in substantially the
same proportion as their ownership, immediately prior to such
acquisition, of the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the
election of directors; or
(ii) individuals who, as of May 2, 1991, constitute the Board of
Directors of the Company (the "Incumbent Board") cease for any
reason to constitute at least a majority of such Board; provided
that any individual becoming a director subsequent to May 2, 1991,
whose election, or nomination for election by the Company's
stockholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered
as though such individual were a member of the Incumbent Board; or
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(iii)approval by the stockholders of the Company of a reorganization,
merger or consolidation, in each case, with respect to which all
or substantially all the individuals and entities who were the
respective beneficial owners of the voting securities of the
Company immediately prior to such reorganization, merger or
consolidation do not, following such reorganization, merger or
consolidation, beneficially own, directly or indirectly, more than
50% of the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors
of the corporation resulting from such reorganization, merger or
consolidation.
(f) The term "Chief Executive Officer" means the Chief Executive Officer of
the Company.
(g) The term "Committee" means the Executive Personnel Committee of the
Board, provided, however, that in the event of a Change in Control, the
term "Committee" shall mean the Executive Personnel Committee of the
Board as constituted immediately prior to the Change in Control.
(h) The term "Company" means Boston Edison Company and any successor thereto
that adopts the Plan.
(i) The term "Disability" means total disability as defined in the long-
term disability plan in effect for the Company.
(j) The term "Employee" means any person (including any officer) employed
by the Company on a regular, active, full-time salaried basis who is in
a position meeting the defined eligibility criteria for participation
in the Plan.
(k) The term "Layoff" means the involuntary termination caused by the
elimination of the Participant's position.
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(l) The term "Participant" means an Employee of the Company who has been
selected to participate in the Plan for a stipulated Performance Period
by the Committee.
(m) The term "Payout" means the actual cash payment to the Plan Agent on
behalf of the Participant at the end of a Performance Period based on
the attainment of Performance Goals and the Performance Payout Formula.
(n) The term "Performance Payout Formula" means the specific relationship
between the degree to which Performance Goals are attained over the term
of the Performance Period and the Payout as a percent of the Target
Incentive Award. The Performance Payout Formula will vary by
Performance Goal, as designated by the Committee at the beginning of
each Performance Period. However, in no event shall the Payout exceed
150% of the original Target Incentive Award.
(o) The term "Performance Goals" means the specified long-term performance
objectives that, if all are fully attained, shall result in a 100%
payment of the Target Incentive Award in accordance with the Performance
Payout Formula. In general, Performance Goals shall reflect performance
of the Company as a whole. However, some participants (e.g., Nuclear
executives) may be assigned goals specific to their particular business
unit.
(p) The term "Performance Period" means a multiyear period of consecutive
years beginning with the year in which a Target Incentive Award is
granted. The Committee will designate the duration of each Performance
Period provided, however, that no Performance Period shall be less than
two years nor more than five years in length.
(q) The term "Plan Agent" means the First National Bank of Boston or such
other individual or entity as shall be selected by the Committee.
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(r) The term "Retirement" means retirement as defined in the retirement plan
in effect for the Company.
(s) The term "Stock" means the Common Stock of the Company.
(t) The term "Target Incentive Award" means the anticipated individual
incentive Award to be paid to a Participant in the event Performance
Goals are fully achieved. Such Target Incentive Award shall be
determined by the Committee and shall be expressed as a percentage of
the Participant's Base Salary.
(u) The term "Weighting" means the assignment to different Performance Goals
in a Performance Period of relative importance and influence on the
Payout. For example, one Performance Goal may be weighted at 40% and
the other at 60%. This will mean that 40% of the Payout will be
determined by achievement of the first Performance Goal.
2.2 Gender and Number. Except when otherwise indicated by the context, any
masculine terminology used herein shall also include the feminine, and the
definition of any term in the singular may include the plural.
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Section 3. Eligibility and Participation
3.1 Eligibility and Participation. Eligibility for participation in the
Plan shall be limited to those Employees grade 45 and above who, by the nature
and scope of their position, regularly and directly make, influence, or
implement policy decisions which significantly impact the overall long-term
results or success of the Company. Specific criteria for participation
will be determined by the Committee prior to the beginning of each Performance
Period and nominations for participation in accordance with such criteria will
be reviewed by the Committee at the beginning of each Performance Period.
Employees approved for participation shall be notified of their selection as
soon as practical following approval.
3.2 Termination of Employment. No Payout shall be made for a Performance
Period for a Participant whose employment with the Company is terminated during
the Performance Period for reasons other than death, Layoff, Retirement, or
Disability, unless his termination was due to a cause approved by the Committee.
In the event of termination of employment for reasons of death, Layoff,
Retirement, or Disability, or an approved cause, a prorated payment may be made
on the basis of the Participant's actual employment and achievement of
Performance Goals during the Performance Period, as determined by the
Committee at its sole discretion.
3.3 No Rights Conferred. Selection for participation in the Plan in any one
Performance Period shall not confer on the Participant the right to participate
in the Plan for any other Performance Period. Furthermore, nothing in the Plan
or in any Award made under the Plan shall confer on any Participant any right to
continue in the employ of the Company or affect the right of the Company to
terminate a Participant's employment at any time.
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Section 4. Award Grants and Payout Determination
4.1 Award Grants. The Committee in its sole discretion may grant Awards to
eligible Participants on an annual basis. It is intended that Performance
Periods will overlap. However, Awards do not necessarily have to be granted
on an annual basis. Awards will be earned by Participants during the
Performance Period if and to the extent the Performance Goals are met.
4.2 Establishment of Performance Goals, Weightings, and Performance Payout
Formulas. In advance of each Performance Period, the Committee shall establish
the appropriate Performance Goals, Weightings, and Performance Payout Formulas
for purposes of the Plan. Performance Goals, Weightings, and Performance Payout
Formulas may vary by Participant in the Plan and Performance Period. The degree
to which Awards are earned by achievement of one Performance Goal shall have no
direct effect on the determination of Awards earned by achievement of other
Performance Goals. To establish the Performance Goals, Weightings, and
Performance Payout Formulas for each Performance Period, the Committee will use
any information it considers relevant regarding the likely performance of the
Company. The Performance Goals, Weightings, and Performance Payout Formulas
will be communicated to Participants as soon as practicable following their
determination by the Committee. If during a Performance Period the Committee
determines a change in the Company's business, operations, corporate or capital
structure, the manner in which it conducts business or any other change to be
extraordinary and material and determines that, as a result of such change, the
established Performance Goals, Weightings, and Performance Payout Formulas are
no longer appropriate, the Committee may make modifications as it deems
appropriate and equitable in the Committee's sole and absolute discretion.
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4.3 Assignment of Target Incentive Awards. For each Performance Period, the
Committee shall determine and assign the Target Incentive Award for each
Participant. Such determination shall be based on the assessed impact the
Participant's position exerts on overall Company results.
4.4 Determination of Payouts. Payouts may vary above and below the Target
Incentive Awards as determined in Section 4.2 preceding, dependent upon the
achievement of the established Performance Goals, in accordance with the
Weightings and Performance Payout Formulas prescribed by the Committee. The
Payouts on behalf of a non-officer or a Participant below the level of Senior
Vice President must be approved by the Committee. Payment of the Payout on
behalf of the Chief Executive Officer and any other Participant who is a Senior
Officer of the Company will be approved by the Board. The Committee's
determination of the Payouts shall be final, binding, and conclusive.
4.5 Limitation on Amounts Available for Payouts. The aggregate amount
available each Plan Year for Payouts shall be limited to 3% of annual net income
of the Company. The Committee may, at its discretion, set any limit on the
aggregate dollar amount available for Payouts during any Performance Period. To
the extent Payouts need to be limited in a Performance Period, Awards will be
reduced on a prorated basis.
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Section 5. Payout
5.1 Payout. A Participant's Payout shall be paid to the Plan Agent on
behalf of the Participant no later than 90 days after publication of the
Company's audited financial statements reflecting the last fiscal year of the
Performance Period (the "Payout Date") and, subject to Section 5.5, shall be
applied by the Plan Agent to the purchase of Stock in accordance with Section
7.3.
5.2 Payment on Death, Layoff, Disability, and Retirement. Prorated payments
that are made pursuant to Section 3.2 shall be paid to the Plan Agent on behalf
of the Participant, or in the event of death, on behalf of the Participant's
Beneficiary, as soon as practicable after termination of employment. The
payments to be prorated shall be restricted to those payable for the performance
cycle ending with the calendar year in which the employee terminates employment.
Prorated payments, subject to Section 5.5, shall be
the purchase of Stock in accordance with Section 7.3.
5.3 Deferral of Payouts. Payouts in the form of cash, if any, may be
deferred at the election of the Participant. All aspects of the operation of
this deferral provision shall follow the guidelines as established in the
Company's Deferred Compensation Program.
5.4 Payment Upon Change In Control. In the event of a Change in Control of
the Company, each Award theretofore granted will be paid by the Company in cash
directly to the Participants in a prorated amount based on performance to date
as designated by the Committee in its sole and absolute discretion. Payments
shall be made within 60 days of the Change in Control of the Company.
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5.5 Maximum Number of Shares; Stockholder Approval. The aggregate number
of shares of Stock purchased by the Plan Agent on behalf of Participants who are
officers (within the meaning of Section 16(b) of the Securities Exchange Act of
1934, as amended) ("Officers") shall not exceed 1,500,000. In the event that
prior to the first Payout Date under the Plan the Plan has not been approved by
the stockholders of the Company, or the Plan Agent has purchased the maximum
number of shares of Stock available under the Plan, all Payouts for Participants
who are Officers shall be paid in the form of cash paid directly to the
Participant or Participant's Beneficiary.
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Section 6. Designation of Beneficiaries
A Participant may designate a Beneficiary or Beneficiaries who in the event of
the Participant's death are to receive the Stock that otherwise would have
been delivered to the Participant. All designations shall be in writing and
shall be effective only if and when delivered to the Commitee during the
lifetime of the Participant. A Participant may, from time to time during his
lifetime, change his Beneficiary or Beneficiaries by a written instrument
delivered to the Committee. If a Participant designates a Beneficiary without
providing in the designation that the Beneficiary must be living at the time of
each Payout, the designation shall vest in the Beneficiary all of the Payouts
whether payable before or after the Beneficiary's death, and any Payouts
remaining upon the Beneficiary's death shall be made to the Beneficiary's
estate. In the event a Participant shall not designate a Beneficiary or
Beneficiaries as aforesaid, or if for any reason such designation shall be
ineffective, in whole or in part, the Stock that otherwise would have been
delivered to such Participant shall be paid to the Participant's beneficiary as
designated by the Participant in the Company's group life insurance program.
In the event the Participant's beneficiary as designated in the Company's
group life insurance program is ineffective, in whole
or in part, the Stock shall be delivered to the Participant's estate and in
such event the term "Beneficiary" shall include his estate.
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Section 7. Administration
7.1 The Committee. This Plan shall be administered by the Committee in
accordance with rules that it may establish from time to time that are not
inconsistent with the provisions of the Plan. The Committee shall be
responsible for the following:
7.1.1 Selecting the Performance Period.
7.1.2 Approving the Participants for each Performance Period.
7.1.3 Approving appropriate Performance Goals, Weightings, and Performance
Payout Formulas. Making adjustments in extraordinary situations.
7.1.4 Approving the Target Incentive Awards and Payouts.
7.1.5 Ruling on the inclusion of any extraordinary profit and loss items for
the purposes of accounting for payments.
7.2 The Corporate Staff Departments. Corporate staff departments shall be
responsible for providing support to the Committee in carrying out its
responsibilities. These tasks include, but are not necessarily limited to, the
following:
7.2.1 Maintaining and updating plan documentation and administration guides.
7.2.2 Designing the necessary forms for ongoing plan administration.
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7.2.3 Maintaining a database of Participants, Awards, and Payouts for control
purposes.
7.2.4 Preparing periodic tax guidelines for circulation to Participants.
7.3 The Plan Agent. On each Award Date, or as soon thereafter as possible,
the Company shall provide the Plan Agent with cash in an amount equal to the
Payouts for each Participant in the Plan net of any applicable withholding
taxes. The Plan Agent shall use such funds to purchase on behalf of each
Participant the maximum number of whole shares of Stock on the open market as
promptly as possible. The Plan Agent shall submit all shares purchased
pursuant to the Plan to a transfer agent (the "Transfer Agent") for the Stock,
and arrange to have new certificates issued in the names of the Participants
entitled thereto. Any funds from Payouts on behalf of a Participant remaining
after the purchase of the maximum number of whole shares of Stock which can be
purchased with such Payout shall be paid directly to the Participant. All
expenses of the Plan Agent and the Transfer Agent, including brokerage and
similar costs, shall be paid by the Company.
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Section 8. Amendments
The Board and the Committee, in its absolute discretion, without notice, at
any time and from time to time, may modify or amend, in whole or in part, any or
all of the provisions of this Plan, or suspend or terminate it entirely,
provided that no such modification, amendment, suspension, or termination may
without the consent of a Participant, or his Beneficiary in the case of the
death of the Participant, reduce the right of a Participant, or his Beneficiary
as the case may be, to a Payout or distribution hereunder to which he is
otherwise entitled in accordance with the provisions contained in Section 5 of
this Plan.
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Section 9. Applicable Laws
This Plan shall be construed, administered, and governed in all respects
under and by the laws of the Commonwealth of Massachusetts.
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Section 10. Miscellaneous
10.1 Nontransferability. A Participant's rights and interest under the
Plan, including Payouts, may not be assigned, pledged, or transferred except,
in the event of a Participant's death, to his or her designated Beneficiary
as provided in the Plan, or in the absence of such designation, by will or the
laws of descent and distribution.
10.2 Holding Period. Shares of Stock purchased by the Plan Agent under the
Plan on behalf of Participants who are Officers may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of for a period of six
months from the date of issuance of the certificate thereof to such
Participants.
10.3 Relationship to Other Benefits. No Payout or other payment under the
Plan shall be taken into account in determining any benefits under any pension,
retirement, group insurance, or other benefit plan of the Company.
10.4 Expenses. All expenses of administering the Plan shall be borne by the
Company and shall not be charged to any Participant or to any payments due any
Participant.
- 17 -
Exhibit l5
LETTER RE UNAUDITED INTERIM
FINANCIAL INFORMATION
__________
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Boston Edison Company Registration on Form S-8
We are aware that our reports dated April 27, July 22 and
October 28, 1993 on our reviews of the interim financial
information of Boston Edison Company for the periods March 31,
June 30 and September 30, 1993, included in the Company's
quarterly reports on Form 10-Q for the quarters then ended are
incorporated by reference in this registration statement.
Pursuant to Rule 436(c) under the Securities Act of 1933, this
report should not be considered a part of the registration
statement prepared or certified by us within the meaning of
Sections 7 and 11 of the Act.
COOPERS & LYBRAND
Boston, Massachusetts
January 27, 1994
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the
registration statement of Boston Edison Company on Form S-8 of
our report dated January 26, 1993, on our audits of the
consolidated financial statements and financial statement
schedules of Boston Edison Company as of December 31, 1992, and
1991 and each of the years in the period ended December 31, 1992,
1991, and 1990 which report is included in the Annual Report on
Form 10-K of Boston Edison Company.
COOPERS & LYBRAND
Boston, Massachusetts
January 27, 1994
EXHIBIT 24
POWER OF ATTORNEY
We, the undersigned officers and directors of Boston Edison Company,
hereby severally constitute Bernard W. Reznicek, Thomas J. May, Charles E.
Peters, Jr., Marc S. Alpert and Douglas S. Horan and each of them singly, our
true and lawful attorneys, with full power to them and each of them to sign
for us, and in our names in the capacities indicated below, the registration
statement on Form S-8 and any and all amendments thereto filed or to be filed
with the Securities and Exchange Commission for the purpose of registering the
Common Stock of the Company to be issued pursuant to the Boston Edison Company
Performance Share Plan, hereby ratifying and confirming our signatures as they
may be signed by our said attorneys to said registration statement and any and
all amendments thereto.
Witness our hands and common seal on the respective dates set forth
below.
/s/Bernard W. Reznicek Chairman of the Board January 27, 1994
BERNARD W. REZNICEK and Chief Executive
Officer and Director
/s/ Thomas J. May President and Chief January 27, 1994
THOMAS J. MAY Operating Officer
and Director
/s/George W. Davis Executive Vice President January 27, 1994
GEORGE W. DAVIS and Director
/s/Chales E. Peters, Jr. Senior Vice President- January 27, 1994
CHARLES E. PETERS, JR. Finance
/s/Robert J. Weafer, Jr. Vice President, Controller January 27, 1994
ROBERT J. WEAFER, JR. and Chief Accounting Officer
/s/William F. Connell Director January 27, 1994
WILLIAM F. CONNELL
/s/Gary L. Countryman Director January 27, 1994
GARY L. COUNTRYMAN
/s/Thomas G. Dignan, Jr. Director January 27, 1994
THOMAS G. DIGNAN, JR.
Director
CHARLES K. GIFFORD
/s/Nelson S. Gifford Director January 27, 1994
NELSON S. GIFFORD
/s/Kenneth I. Guscott Director January 27, 1994
KENNETH I. GUSCOTT
/s/Matina S. Horner Director January 27, 1994
MATINA S. HORNER
/s/Sherry H. Penney Director January 27, 1994
SHERRY H. PENNEY
/s/Herbert Roth, Jr. Director January 27, 1994
HERBERT ROTH, JR.
/s/Stephen J. Sweeney Director January 27, 1994
STEPHEN J. SWEENEY
/s/Paul E. Tsongas Director January 27, 1994
PAUL E. TSONGAS
Director
CHARLES A. ZRAKET
