<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-1
Commission file number 1-2301
BOSTON EDISON COMPANY
(Exact name of registrant as specified in its charter)
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report for the year
ended December 31, 1993 on Form 10-K as set forth in the pages attached
hereto:
Financial statements and exhibits required by Securities and Exchange
Commission Form 11-K Annual Report with respect to:
1) Boston Edison Savings Plan
2) Boston Edison Negotiated Savings Plan for Production and
Maintenance Employees
3) Boston Edison Negotiated Savings Plan for Office, Technical &
Professional Employees
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
BOSTON EDISON COMPANY
---------------------
(Registrant)
By: /s/ Robert J. Weafer, Jr.
-----------------------------------
Robert J. Weafer, Jr.
Vice President, Controller and
Chief Accounting Office
Date: June 30, 1994
<PAGE> 2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE,
SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
( X ) Annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 1993
( ) Transition report pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the transition period from ____________ to ____________
Commission File Number 1-2301
BOSTON EDISON SAVINGS PLAN
--------------------------
(Full title of the plan)
BOSTON EDISON COMPANY
------------------------------------------------------------
(Name of issuer of the securities held pursuant to the plan)
Boston Edison Savings Plan
c/o Boston Edison Company
800 Boylston Street, Boston, Massachusetts 02199
-------------------------------------------------
(Address of principal executive offices)
1
<PAGE> 3
BOSTON EDISON SAVINGS PLAN
Statement of Net Assets Available for Benefits
December 31, 1993
<TABLE>
<CAPTION>
Number
of Shares Fair Value
--------- ----------
<S> <C> <C>
Investments:
Fidelity mutual funds:
Asset Manager 1,086,021 $16,724,723*
Magellan 308,462 21,854,510*
Retirement Government
Money Market 6,250,748 6,250,748*
U.S. Equity Index 68,295 1,179,457
-----------
46,009,438
Boston Edison Company:
Common stock 794,786 23,644,893*
Participant notes receivable 1,682,181
-----------
Total investments 71,336,512
Receivables:
Company contributions 272,282
Participant contributions 340,051
-----------
Net assets available for benefits $71,948,845
===========
<FN>
* represents 5 percent or more of the net assets available for benefits.
</TABLE>
The accompanying notes are an integral part of the financial statements.
2
<PAGE> 4
BOSTON EDISON SAVINGS PLAN
Statement of Net Assets Available for Benefits
December 31, 1992
<TABLE>
<CAPTION>
Number
of Shares Fair Value
--------- ----------
<S> <C> <C>
Investments:
Fidelity mutual funds:
Asset Manager 713,305 $ 9,536,885
Magellan 248,402 15,651,802
Retirement Government
Money Market 7,393,652 7,393,652
U.S. Equity Index 50,705 830,544
-----------
33,412,883
Boston Edison Company:
Common stock 600,714 16,519,640
Participant notes receivable 1,244,510
-----------
Total investments 51,177,033
Receivables:
Company contributions 187,585
Participant contributions 303,979
-----------
Net assets available for benefits $51,668,597
===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 5
BOSTON EDISON SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits, With Fund
Information
for the year ended December 31, 1993
<TABLE>
<CAPTION>
Fidelity
Fidelity Retirement Fidelity
Asset Fidelity Government U.S. Equity Boston Edison Participant Other
Manager Magellan Money Market Index Common Stock Notes Assets Total
------- -------- ------------ ----------- ------------- ----------- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dividend income $ 999,951 $ 2,001,802 $ 183,830 $ 43,028 $ 1,150,334 - - $ 4,378,945
Interest income - - - - - $ 96,655 - 96,655
Contributions:
Company - - - - 5,422,980 - $ 84,697 5,507,677
Participants 2,154,321 2,926,340 1,079,339 387,770 1,296,050 - 36,072 7,879,892
Net appreciation
in fair
value of
investments 1,789,977 2,058,185 - 53,764 1,280,277 - - 5,182,203
Distributions to
participants (420,398) (773,017) (644,695) (61,350) (1,109,404) (30,657) - (3,039,521)
Net transfers
between
investment
choices 2,618,709 (103,503) (1,779,573) (75,480) (990,720) 330,567 - -
Net transfers from
other Boston Edison
savings plans 45,278 92,901 18,195 1,181 75,736 41,106 - 274,397
----------- ----------- ---------- ---------- ----------- ---------- -------- -----------
Net change during
the year 7,187,838 6,202,708 (1,142,904) 348,913 7,125,253 437,671 120,769 20,280,248
Net assets available
for benefits,
beginning
of year 9,536,885 15,651,802 7,393,652 830,544 16,519,640 1,244,510 491,564 51,668,597
----------- ----------- ---------- ---------- ----------- ---------- -------- -----------
Net assets available
for benefits, end
of year $16,724,723 $21,854,510 $6,250,748 $1,179,457 $23,644,893 $1,682,181 $612,333 $71,948,845
=========== =========== ========== ========== =========== ========== ======== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 6
BOSTON EDISON SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits, With Fund
Information
for the year ended December 31, 1992
<TABLE>
<CAPTION>
Fidelity
Fidelity Retirement Fidelity
Asset Fidelity Government U.S. Equity Boston Edison Participant Other
Manager Magellan Money Market Index Common Stock Notes Assets Total
------- -------- ------------ ----------- ------------- ----------- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dividend income $ 451,023 $ 2,174,659 $ 258,631 $ 16,172 $ 795,184 - - $ 3,695,669
Interest income - - - - - $ 77,317 - 77,317
Contributions:
Company - - - - 3,721,455 - $ 82,588 3,804,043
Participants 1,544,854 2,596,784 1,429,494 250,195 1,336,487 - 101,954 7,259,768
Net appreciation/
(depreciation) in
fair value of
investments 524,433 (1,163,449) - 35,812 1,591,283 - - 988,079
Distributions to
participants (515,602) (537,959) (482,251) (8,623) (705,963) (9,562) - (2,259,960)
Net transfers between
investment
choices 766,332 (464,833) (711,815) 267,078 (314,257) 457,495 - -
Net transfers
(to)/from
other Boston
Edison
savings plans 10,308 73,837 (1,779) (250) 26,382 - - 108,498
Other - - - - - 12,594 - 12,594
---------- ----------- ---------- -------- ----------- ---------- -------- -----------
Net change during
the year 2,781,348 2,679,039 492,280 560,384 6,450,571 537,844 184,542 13,686,008
Net assets available
for benefits,
beginning
of year 6,755,537 12,972,763 6,901,372 270,160 10,069,069 706,666 307,022 37,982,589
---------- ----------- ---------- -------- ----------- ----------- -------- -----------
Net assets available
for benefits, end
of year $9,536,885 $15,651,802 $7,393,652 $830,544 $16,519,640 $1,244,510 $491,564 $51,668,597
========== =========== ========== ======== =========== ========== ======== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE> 7
BOSTON EDISON SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits, With Fund
Information
for the year ended December 31, 1991
<TABLE>
<CAPTION>
Fidelity
Fidelity Retirement Fidelity
Asset Fidelity Government U.S. Equity Boston Edison Participant Other
Manager Magellan Money Market Index Common Stock Notes Assets Total
------- -------- ------------ ----------- ------------- ----------- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dividend income $ 475,980 $ 1,123,642 $ 378,480 $ 7,078 $ 472,183 - - $ 2,457,363
Interest income - - - - - $ 44,067 - 44,067
Contributions:
Company - - - - 2,261,449 - $104,997 2,366,446
Participants 1,250,175 2,225,675 1,733,752 112,789 1,362,088 - (72,354) 6,612,125
Net appreciation
in fair
value of
investments 576,794 2,229,744 - 26,379 1,815,005 - - 4,647,922
Distributions to
participants (167,870) (487,880) (346,947) (1,188) (171,914) (5,036) - (1,180,835)
Net transfers between
investment choices 593,071 134,430 (786,163) 66,282 (254,543) 246,923 - -
Net transfers (to)/from
other Boston Edison
savings plans 33,674 52,651 (4,013) - 16,333 (4,078) - 94,567
Other 2,030 3,481 2,943 164 13,347 300 - 22,265
---------- ----------- ---------- -------- ----------- -------- -------- -----------
Net change during
the year 2,763,854 5,281,743 978,052 211,504 5,513,948 282,176 32,643 15,063,920
Net assets
available for
benefits, beginning
of year 3,991,683 7,691,020 5,923,320 58,656 4,555,121 424,490 274,379 22,918,669
---------- ----------- ---------- -------- ----------- -------- -------- -----------
Net assets available
for benefits, end
of year $6,755,537 $12,972,763 $6,901,372 $270,160 $10,069,069 $706,666 $307,022 $37,982,589
========== =========== ========== ======== =========== ======== ======== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
6
<PAGE> 8
BOSTON EDISON SAVINGS PLAN
Notes to Financial Statements
A. Plan Description
----------------
The Boston Edison Savings Plan (the Plan) was established effective January
1, 1986 to provide retirement benefits for participating employees of
Boston Edison Company (the Company) through a program of salary-reduction
contributions. The Plan is subject to the rules and regulations of the
Employee Retirement Income Security Act of 1974 (ERISA). The Plan is
qualified under section 401(a) of the Internal Revenue Code (the Code) and
utilizes the special federal tax deferral features of section 401(k) of the
Code. The Company is the only employer participating in the Plan. The
plan administrators are the Boston Edison Retirement Plans Committee and
the Boston Edison Pension Management Committee.
The Company matches a percentage of each participant's contribution, up to
a maximum of 6% of the participant's compensation. The percentages matched
were 50% in 1991, 75% in 1992 and 100% in 1993. The match is made entirely
in Company common stock. Employees are immediately fully vested in the
match.
Employees are eligible to join the Plan at specified times at age 21 or
older with one year of service, at age 35, or after four years of service,
regardless of age. Employees participating in the Plan elect to make
contributions of at least 2% but not more than 15% of their compensation as
defined in the Plan. Members of the Plan are fully vested at all times.
Members are not subject to federal taxes on contributions nor the earned
income until such time as distribution or withdrawal is made.
Investments in the Plan are directed by the individual plan participants.
There are currently five investment choices offered under the Plan: four
invested in mutual funds (Asset Manager, Magellan, Retirement Government
Money Market and U.S. Equity Index) managed by Fidelity Investments
(Fidelity) and one invested in Company common stock. Effective January 1,
1995, four additional investment choices will be offered: three invested
in mutual funds (Intermediate Bond Fund, International Growth and Income
Fund and Disciplined Equity Fund) managed by Fidelity, and a Self-Directed
Brokerage Account offered by Fidelity through which participants can invest
in a variety of securities.
At December 31, 1993, there were 1,627 participants in the Plan, of whom
954, 1,160, 516, 238 and 1,607 were invested in the Fidelity Asset Manager,
Magellan, Retirement Government Money Market, U.S. Equity Index and Boston
Edison Company Common Stock funds, respectively.
While it is the current intention of the Company to continue the Plan for
as long as the provisions of the Internal Revenue code permit, neither the
making of contributions nor the continuance of the Plan is assumed by the
Company as a contractual obligation. In the event of Plan termination, the
assets will be distributed to participants to the extent of their
individual allocations, in accordance with the Plan's distribution
provisions.
7
<PAGE> 9
B. Summary of Significant Accounting Policies
------------------------------------------
Basis of Accounting
-------------------
The Plan's financial statements have been prepared under the accrual
method of accounting and in accordance with the rules and regulations
of ERISA.
Investments Valuation
---------------------
Plan investments held by Fidelity, the trustee of the Plan, are stated
at fair value. Shares of registered investment companies are valued
at quoted market prices which represent the net asset value of shares
held by the Plan at year-end. The Company common stock is valued at
its quoted market price. Participant notes receivable are valued at
cost which approximates fair value.
Expenses
--------
Fees for investment advisory and other services provided to the
Fidelity funds are charged directly to each of the Fidelity funds.
Participants pay a commission on the purchase and sale of Company
stock. All other expenses of administering the Plan are currently
paid by the Company. Beginning January 1, 1995, loan fees and self-
directed brokerage fees will be paid by participants.
Net Appreciation/(Depreciation) in the Fair Value of Investments
----------------------------------------------------------------
Gains and losses are realized upon distributions (including
withdrawals) to participants and the transfer of all or a portion of a
participant's account between investment choices.
The Plan presents in the statement of changes in net assets the net
appreciation (depreciation) in the fair value of its investments which
consists of the realized gains or losses and the unrealized
appreciation (depreciation) on those investments.
Payment of Benefits
-------------------
Benefits are recorded when paid.
Other
-----
Dividend income is recorded on the ex-dividend date.
C. Contributions
-------------
Salary reduction contributions made on behalf of members and Company
matching contributions are recorded in the period payroll deductions
are made from members. Contributions receivable at December 31
represents amounts withheld from participants and the corresponding
Company matching contributions subsequently deposited to the Plan in
the following month.
D. Transfers Between Investment Choices and Other Savings Plans
------------------------------------------------------------
Plan participants may, with certain limitations, elect to transfer
their elective contribution account balances from any investment
choice or choices to any of the other choices offered by the Plan.
8
<PAGE> 10
If a participant ceases to be a member in the Plan and subsequently
participates in either the Boston Edison Negotiated Savings Plan for
Production and Maintenance Employees or the Boston Edison Negotiated
Savings Plan for Office, Technical & Professional Employees, the
participant's account balance in the Plan will be transferred to the
other plan.
E. Participant Notes
-----------------
Participants in the Plan for at least 24 months may obtain a loan from
the Plan from the balance in their elective contribution account.
Effective July 1, 1994, loan eligibility will be reduced to 12 months
of participation. The loan may not be less than $1,000 nor exceed the
lesser of $50,000, or 50% of the market value of the participant's
elective contribution account. Loans must be repaid to the
participant's account over a period not to exceed five years (unless
the loan is for the purchase of a principal residence) via payroll
deductions. The annual interest rate is modified from time to time to
reflect changes in the prime rate or other market interest indicators.
Loan transactions are treated as a transfer to (from) the investment
funds from (to) the Participant Notes fund.
F. Related Party Transactions
--------------------------
Certain Plan investments are shares of mutual funds managed by
Fidelity. Fidelity is the trustee as defined by the Plan and
therefore these transactions qualify as party-in-interest.
Boston Edison Company is a party-in-interest as that term is defined
in section 3.14 of ERISA.
9
<PAGE> 11
G. Reconciliation of Financial Statements to Form 5500
---------------------------------------------------
<TABLE>
The following is a reconciliation of net assets available for benefits
per the financial statements to the Form 5500 at December 31, 1993 and
1992.
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
Net assets available for benefits per
the financial statements $71,948,845 $51,668,597
Less: Contributions receivable (612,333) (491,564)
----------- -----------
Net assets available for benefits per
the Form 5500 $71,336,512 $51,177,033
=========== ===========
</TABLE>
<TABLE>
The following is a reconciliation of contributions received per the
financial statements to the Form 5500 for the years ended December 31,
1993, 1992 and 1991.
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Contributions per the financial
statements $13,387,569 $11,063,811 $8,978,571
Add: Contributions receivable at the
beginning of the year 491,564 307,022 274,379
Less: Contributions receivable at the
end of the year (612,333) (491,564) (307,022)
----------- ----------- ----------
Contributions per the Form 5500 $13,266,800 $10,879,269 $8,945,928
=========== =========== ==========
</TABLE>
Contributions are recorded on the Form 5500 when received.
H. Tax Status
----------
The Internal Revenue Service has determined and informed the Company
by a letter dated July 1, 1987, that the Plan is designed in
accordance with applicable sections of the Internal Revenue Code
(IRC). The Plan has been amended since receiving the determination
letter. However, the Plan administrator and the Plan's counsel
believe that the Plan is designed and is currently being operated in
compliance with the applicable requirements of the IRC.
I. Reclassification
----------------
Certain prior period amounts on the financial statements were
reclassified to conform with current presentation.
10
<PAGE> 12
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Boston Edison Retirement Plans Committee:
We have audited the accompanying statements of net assets available
for benefits including the schedules of investments of the Boston Edison
Savings Plan as of December 31, 1993 and 1992, and the related statements
of changes in net assets available for benefits for each of the three years
in the period ended December 31, 1993. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits of
the Boston Edison Savings Plan as of December 31, 1993 and 1992, and the
changes in net assets available for benefits for each of the three years in
the period ended December 31, 1993 in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules of
investments held at December 31, 1993 and reportable transactions for the
year ended December 31, 1993 are presented for purposes of additional
analysis and are not a required part of the basic financial statements but
are supplementary information required by the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. The Fund Information in the statement of
changes in net assets available for benefits is presented for the purpose
of additional analysis rather than to present the changes in net assets
available for benefits of each fund. The supplemental schedules and
Fund Information have been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion, are fairly
stated, in all material respects, in relation to the basic financial
statements taken as a whole.
Boston, Massachusetts COOPERS & LYBRAND
June 24, 1994
11
<PAGE> 13
BOSTON EDISON SAVINGS PLAN
Schedule of Investments Held
December 31, 1993
<TABLE>
<CAPTION>
Cost Market Value
---- ------------
<S> <C> <C>
Fidelity mutual funds:
Asset Manager $15,073,439 $16,724,723
Magellan 20,069,640 21,854,510
Retirement Government
Money Market 6,250,748 6,250,748
U.S. Equity Index 1,149,435 1,179,457
----------- -----------
42,543,262 46,009,438
Boston Edison Company:
Common stock 22,965,050 23,644,893
Participant notes receivable 1,682,181 1,682,181
----------- -----------
$67,190,493 $71,336,512
=========== ===========
</TABLE>
12
<PAGE> 14
BOSTON EDISON SAVINGS PLAN
Schedule of Reportable Transactions
for the year ended December 31, 1993
<TABLE>
<CAPTION>
Description of Net Realized
Identity of Party Transaction Amount Gain
----------------- -------------- ------ ------------
<S> <C> <C> <C>
Individual transactions:
-----------------------
None
Series of transactions:
----------------------
Fidelity Asset Manager Purchases $6,614,569
Fidelity Magellan Purchases $8,088,330
Sales $3,943,807 $273,314
Fidelity Retirement
Government Money Market Purchases $3,668,029
Sales $4,810,933 -
Boston Edison Common Stock Purchases $8,297,947
</TABLE>
13
<PAGE> 15
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
To the Boston Edison Retirement
Plans Committee:
We consent to the incorporation by reference in the registration
statement of Boston Edison Company and Boston Edison Savings Plan on Form
10-K/A-1 (File No. 33-48424) of our report dated June 24, 1994 on our
audits of the financial statements of the Boston Edison Savings Plan as of
December 31, 1993 and 1992 and for each of the three years in the period
ended December 31, 1993, which report is included in this annual report on
Form 11-K.
Boston, Massachusetts COOPERS & LYBRAND
June 30, 1994
14
<PAGE> 16
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE,
SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
( X ) Annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 1993
( ) Transition report pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the transition period from _________ to _________
Commission File Number 1-2301
BOSTON EDISON NEGOTIATED SAVINGS PLAN FOR
-----------------------------------------
OFFICE, TECHNICAL & PROFESSIONAL EMPLOYEES
------------------------------------------
(Full title of the plan)
BOSTON EDISON COMPANY
------------------------------------------------------------
(Name of issuer of the securities held pursuant to the plan)
Boston Edison Negotiated Savings Plan for
Office, Technical & Professional Employees
c/o Boston Edison Company
800 Boylston Street, Boston, Massachusetts 02199
-------------------------------------------------
(Address of principal executive offices)
1
<PAGE> 17
BOSTON EDISON NEGOTIATED SAVINGS PLAN FOR OFFICE,
TECHNICAL & PROFESSIONAL EMPLOYEES
Statement of Net Assets Available for Benefits
December 31, 1993
<TABLE>
<CAPTION>
Number
of Shares Fair Value
--------- ----------
<S> <C> <C>
Investments:
Fidelity mutual funds:
Asset Manager 239,885 $ 3,694,233*
Magellan 89,984 6,375,393*
Retirement Government
Money Market 2,075,415 2,075,415*
U.S. Equity Index 20,519 354,358
-----------
12,499,399
Boston Edison Company:
Common stock 226,264 6,731,359*
Participant notes receivable 567,448
-----------
Total investments 19,798,206
Receivables:
Company contributions 84,186
Participant contributions 229,640
-----------
Net assets available for benefits $20,112,032
===========
<FN>
* represents 5 percent or more of the net assets available for benefits.
</TABLE>
The accompanying notes are an integral part of the financial statements.
2
<PAGE> 18
BOSTON EDISON NEGOTIATED SAVINGS PLAN FOR OFFICE,
TECHNICAL & PROFESSIONAL EMPLOYEES
Statement of Net Assets Available for Benefits
December 31, 1992
<TABLE>
<CAPTION>
Number
of Shares Fair Value
--------- ----------
<S> <C> <C>
Investments:
Fidelity mutual funds:
Asset Manager 159,420 $ 2,131,451
Magellan 65,334 4,116,678
Retirement Government
Money Market 1,899,249 1,899,249
U.S. Equity Index 12,786 209,432
-----------
8,356,810
Boston Edison Company:
Common stock 173,447 4,769,789
Participant notes receivable 391,322
-----------
Total investments 13,517,921
Receivables:
Company contributions 80,993
Participant contributions 210,706
----------
Net assets available for benefits $13,809,620
===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 19
BOSTON EDISON NEGOTIATED SAVINGS PLAN FOR OFFICE,
TECHNICAL & PROFESSIONAL EMPLOYEES
Statement of Changes in Net Assets Available for Benefits, With Fund
Information
for the year ended December 31, 1993
<TABLE>
<CAPTION>
Fidelity
Fidelity Retirement Fidelity
Asset Fidelity Government U.S. Equity Boston Edison Participant Other
Manager Magellan Money Market Index Common Stock Notes Assets Total
-------- -------- ------------ ----------- ------------- ----------- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dividend income $ 218,490 $ 564,517 $ 55,977 $ 12,470 $ 333,533 - - $ 1,184,987
Interest income - - - - - $ 29,437 - 29,437
Contributions:
Company - - - - 1,092,633 - $ 3,193 1,095,826
Participants 697,601 1,167,372 435,902 143,042 598,600 - 18,934 3,061,451
Net appreciation
in fair
value of
investments 395,461 537,239 - 14,352 369,279 - - 1,316,331
Distributions to
participants (55,722) (62,963) (64,194) (11,051) (129,811) (2,575) - (326,316)
Net transfers
between
investment
choices 305,317 70,418 (245,187) (11,840) (267,599) 148,891 - -
Net transfers
(to)/from
other Boston
Edison
savings plans 1,635 (17,868) (6,332) (2,047) (35,065) 373 - (59,304)
---------- ---------- ---------- -------- ---------- -------- -------- -----------
Net change during
the year 1,562,782 2,258,715 176,166 144,926 1,961,570 176,126 22,127 6,302,412
Net assets
available
for benefits,
beginning
of year 2,131,451 4,116,678 1,899,249 209,432 4,769,789 391,322 291,699 13,809,620
---------- ---------- ---------- -------- ---------- -------- -------- -----------
Net assets
available
for benefits,
end
of year $3,694,233 $6,375,393 $2,075,415 $354,358 $6,731,359 $567,448 $313,826 $20,112,032
========== ========== ========== ======== ========== ======== ======== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 20
BOSTON EDISON NEGOTIATED SAVINGS PLAN FOR OFFICE,
TECHNICAL & PROFESSIONAL EMPLOYEES
Statement of Changes in Net Assets Available for Benefits, With Fund
Information
for the year ended December 31, 1992
<TABLE>
<CAPTION>
Fidelity
Fidelity Retirement Fidelity
Asset Fidelity Government U.S. Equity Boston Edison Participant Other
Manager Magellan Money Market Index Common Stock Notes Assets Total
-------- -------- ------------ ----------- ------------- ----------- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dividend income $ 101,291 $ 548,266 $ 68,232 $ 4,684 $ 223,619 - - $ 946,092
Interest income - - - - - $ 20,098 - 20,098
Contributions:
Company - - - - 1,000,559 - $ 10,922 1,011,481
Participants 488,782 974,137 547,980 108,185 538,709 - (29,916) 2,627,877
Net appreciation/
(depreciation) in
fair value of
investments 98,914 (291,902) - 9,647 449,992 - - 266,651
Distributions to
participants (14,125) (110,150) (54,845) (12,604) (97,349) (12,593) - (301,666)
Net transfers
between
investment
choices 241,477 15,796 (418,908) 8,620 (69,938) 222,953 - -
Net transfers
(to)/from
other Boston
Edison
savings plans (10,083) (81,755) (1,793) 250 (35,208) - - (128,589)
---------- ---------- ---------- -------- ---------- -------- -------- -----------
Net change during
the year 906,256 1,054,392 140,666 118,782 2,010,384 230,458 (18,994) 4,441,944
Net assets available
for benefits,
beginning of year 1,225,195 3,062,286 1,758,583 90,650 2,759,405 160,864 310,693 9,367,676
---------- ---------- ---------- -------- ---------- -------- -------- -----------
Net assets available
for benefits,
end of year $2,131,451 $4,116,678 $1,899,249 $209,432 $4,769,789 $391,322 $291,699 $13,809,620
========== ========== ========== ======== ========== ======== ======== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE> 21
BOSTON EDISON NEGOTIATED SAVINGS PLAN FOR OFFICE,
TECHNICAL & PROFESSIONAL EMPLOYEES
Statement of Changes in Net Assets Available for Benefits, With Fund
Information
for the year ended December 31, 1991
<TABLE>
<CAPTION>
Fidelity
Fidelity Retirement Fidelity
Asset Fidelity Government U.S. Equity Boston Edison Participant Other
Manager Magellan Money Market Index Common Stock Notes Assets Total
-------- -------- ------------ ----------- ------------- ----------- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance transfer from
Boston Edison Negotiated
Savings Plan for
Production and
Maintenance Employees $ 714,054 $1,624,579 $1,075,241 $ 7,039 $ 914,119 $ 42,409 $154,638 $4,532,079
Dividend income 86,532 259,884 82,895 1,985 107,681 - - 538,977
Interest income - - - - - 5,487 - 5,487
Contributions:
Company - - - - 856,841 - 70,071 926,912
Participants 371,491 828,778 621,627 54,399 482,388 - 85,984 2,444,667
Net appreciation
in fair
value of
investments 105,609 490,311 - 8,094 467,945 - - 1,071,959
Distributions to
participants (18,658) (41,115) (26,166) - (38,547) (12,321) - (136,807)
Net transfers between
investment choices (34,365) (101,307) 23,572 19,059 (32,248) 125,289 - -
Net transfers to
other Boston
Edison savings
plans - - (19,560) - (2,525) - - (22,085)
Other 532 1,156 974 74 3,751 - - 6,487
---------- ---------- ---------- ------- ---------- -------- -------- ----------
Net change during
the year 1,225,195 3,062,286 1,758,583 90,650 2,759,405 160,864 310,693 9,367,676
Net assets
available for
benefits beginning
of year - - - - - - - -
---------- ---------- ---------- ------- ---------- -------- -------- ----------
Net assets
available for
benefits end
of year $1,225,195 $3,062,286 $1,758,583 $90,650 $2,759,405 $160,864 $310,693 $9,367,676
========== ========== ========== ======= ========== ======== ======== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
6
<PAGE> 22
BOSTON EDISON NEGOTIATED SAVINGS PLAN FOR OFFICE,
TECHNICAL & PROFESSIONAL EMPLOYEES
Notes to Financial Statements
A. Plan Description
----------------
The Boston Edison Negotiated Savings Plan for Office, Technical &
Professional Employees (the Plan) was established effective January 1, 1991
to provide retirement benefits for participating eligible employees of
Boston Edison Company (the Company) through a program of salary-reduction
contributions. The Plan is subject to the rules and regulations of the
Employee Retirement Income Security Act of 1974 (ERISA). The Plan is
intended to be qualified under section 401(a) of the Internal Revenue Code
(the Code) and to utilize the special federal tax deferral features of
section 401(k) of the Code. The Company is the only employer participating
in the Plan. The plan administrators are the Boston Edison Retirement
Plans Committee and the Boston Edison Pension Management Committee.
The Company currently contributes a matching amount under the Plan equal to
50% of each participant's contribution, up to a maximum of 6% of the
participant's compensation. The maximum Company match will increase to 7%
of the participant's compensation effective July 1, 1995 and to 8%
effective July 1, 1997. The match is made entirely in Company common stock.
Employees are immediately fully vested in the match.
Employees are eligible to join the Plan at specified times at age 21 or
older with one year of service, at age 35, or after four years of service,
regardless of age. Employees participating in the Plan elect to make
contributions of at least 2% but not more than 15% of their compensation as
defined in the Plan. Effective July 1, 1994, the maximum allowable
percentage contribution will increase to 16%. Members of the Plan are
fully vested at all times. Members are not subject to federal taxes on
contributions nor the earned income until such time as distribution or
withdrawal is made.
Investments in the Plan are directed by the individual plan participants.
There are currently five investment choices offered under the Plan: four
invested in mutual funds (Asset Manager, Magellan, Retirement Government
Money Market and U.S. Equity Index) managed by Fidelity Investments
(Fidelity) and one invested in Company common stock. Effective January 1,
1995, four additional investment choices will be offered: three invested
in mutual funds (Intermediate Bond Fund, International Growth and Income
Fund and Disciplined Equity Fund) managed by Fidelity, and a Self-Directed
Brokerage Account offered by Fidelity through which participants can invest
in a variety of securities.
At December 31, 1993, there were 994 participants in the Plan, of whom 485,
692, 334, 128 and 982 were invested in the Fidelity Asset Manager,
Magellan, Retirement Government Money Market, U.S. Equity Index and Boston
Edison Company Common Stock funds, respectively.
While it is the current intention of the Company to continue the Plan for
as long as the provisions of the Internal Revenue Code permit, neither the
making of contributions nor the continuance of the Plan is assumed by the
Company as a contractual obligation except as provided in any relevant
collective bargaining agreements. In the event of Plan termination, the
assets will be distributed to participants to the extent of their
individual allocations, in accordance with the Plan's distribution
provisions.
7
<PAGE> 23
B. Summary of Significant Accounting Policies
------------------------------------------
Basis of Accounting
-------------------
The Plan's financial statements have been prepared under the accrual
method of accounting and in accordance with the rules and regulations
of ERISA.
Investments Valuation
---------------------
Plan investments held by Fidelity, the trustee of the Plan, are stated
at fair value. Shares of registered investment companies are valued
at quoted market prices which represent the net asset value of shares
held by the Plan at year-end. The Company common stock is valued at
its quoted market price. Participant notes receivable are valued at
cost which approximates fair value.
Expenses
--------
Fees for investment advisory and other services provided to the
Fidelity funds are charged directly to each of the Fidelity funds.
Participants pay a commission on the purchase and sale of Company
stock. All other expenses of administering the Plan are currently
paid by the Company. Beginning January 1, 1995, loan fees and self-
directed brokerage fees will be paid by participants.
Net Appreciation/(Depreciation) in the Fair Value of Investments
----------------------------------------------------------------
Gains and losses are realized upon distributions (including
withdrawals) to participants and the transfer of all or a portion of a
participant's account between investment choices.
The Plan presents in the statement of changes in net assets the net
appreciation (depreciation) in the fair value of its investments which
consists of the realized gains or losses and the unrealized
appreciation (depreciation) on those investments.
Payment of Benefits
-------------------
Benefits are recorded when paid.
Other
-----
Dividend income is recorded on the ex-dividend date.
C. Contributions
-------------
Salary reduction contributions made on behalf of members and Company
matching contributions are recorded in the period payroll deductions
are made from members. Contributions receivable at December 31
represents amounts withheld from participants and the corresponding
Company matching contributions subsequently deposited to the Plan in
the following month. Contributions receivable at December 31, 1993
and 1992 were as follows:
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
Company contributions:
Company Common Stock $ 84,186 $ 80,993
======== ========
Participant contributions:
Fidelity Asset Manager $ 52,252 $ 44,551
Fidelity Magellan 96,195 78,421
Fidelity Retirement Government
Money Market 27,645 34,039
Fidelity U.S. Equity Index 9,877 9,585
Company Common Stock 43,671 44,110
-------- --------
Total $229,640 $210,706
======== ========
</TABLE>
8
<PAGE> 24
D. Transfers Between Investment Choices and Other Savings Plans
------------------------------------------------------------
Plan participants may, with certain limitations, elect to transfer
their elective contribution account balances from any investment
choice or choices to any of the other choices offered by the Plan.
If a participant ceases to be a member in the Plan and subsequently
participates in either the Boston Edison Savings Plan or the Boston
Edison Negotiated Savings Plan for Production and Maintenance
Employees, the participant's account balance in the Plan will be
transferred to the other plan.
E. Participant Notes
-----------------
Participants in the Plan for at least 24 months may obtain a loan from
the Plan from the participant's elective contribution account.
Effective July 1, 1994, loan eligibility will be reduced to 12 months
of participation. The loan may not be less than $1,000 nor exceed the
lesser of $50,000, or 50% of the market value of the participant's
elective contribution account. Loans must be repaid to the
participant's account over a period not to exceed five years (unless
the loan is for the purchase of a principal residence) via payroll
deductions. The annual interest rate is modified from time to time to
reflect changes in the prime rate or other market interest indicators.
Loan transactions are treated as a transfer to (from) the investment
funds from (to) the Participant Notes fund.
F. Plan Transfer
-------------
Prior to January 1, 1991, participants in the Plan were members of the
Boston Edison Negotiated Savings Plan (renamed the Boston Edison
Negotiated Savings Plan for Production and Maintenance Employees as of
January 1, 1991). The participants' balances were transferred to the
Plan effective January 1, 1991, pursuant to a collective bargaining
agreement involving certain employees of the Company. The market
value of the balances transferred January 1, 1991 totaled $4,532,079
($4,456,911 at cost).
G. Related Party Transactions
--------------------------
Certain Plan investments are shares of mutual funds managed by
Fidelity. Fidelity is the trustee as defined by the Plan and
therefore these transactions qualify as party-in-interest.
Boston Edison Company is a party-in-interest as that term is defined
in section 3.14 of ERISA.
9
<PAGE> 25
H. Reconciliation of Financial Statements to Form 5500
---------------------------------------------------
<TABLE>
The following is a reconciliation of net assets available for benefits
per the financial statements to the Form 5500 at December 31, 1993 and
1992.
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
Net assets available for benefits per
the financial statements $20,112,032 $13,809,620
Less: Contributions receivable (313,826) (291,699)
----------- -----------
Net assets available for benefits per
the Form 5500 $19,798,206 $13,517,921
=========== ===========
</TABLE>
<TABLE>
The following is a reconciliation of contributions received per the
financial statements to the Form 5500 for the years ended December 31,
1993, 1992 and 1991.
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Contributions per the financial
statements $4,157,277 $3,639,358 $3,371,579
Add: Contributions receivable
at the beginning of the year 291,699 310,693 154,638
Less: Contributions receivable
at the end of the year (313,826) (291,699) (310,693)
Adjustment - - (156,962)
---------- ---------- ----------
Contributions per the Form 5500 $4,135,150 $3,658,352 $3,058,562
========== ========== ==========
</TABLE>
Contributions are recorded on the Form 5500 when received.
The adjustment in 1991 is due to the transfer of Plan assets from
Boston Edison Negotiated Savings Plan for Production and Maintenance
Employees. There is an offsetting adjustment shown on that Plan's
reconcilement to the Form 5500.
I. Tax Status
----------
The Internal Revenue Service has not yet determined that the Plan is
designed in accordance with applicable sections of the Internal
Revenue Code (IRC). However, the Plan administrator and the Plan's
counsel believe that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the IRC.
J. Reclassification
----------------
Certain prior period amounts on the financial statements were
reclassified to conform with current presentation.
10
<PAGE> 26
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Boston Edison Retirement Plans Committee:
We have audited the accompanying statements of net assets available for
benefits including the schedules of investments of the Boston Edison
Negotiated Savings Plan for Office, Technical & Professional Employees as
of December 31, 1993 and 1992, and the related statements of changes in net
assets available for benefits for each of the three years in the period
ended December 31, 1993. These financial statements are the responsibility
of the Plan's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits of
the Boston Edison Negotiated Savings Plan for Office, Technical and
Professional Employees as of December 31, 1993 and 1992, and the changes in
net assets available for benefits for each of the three years in the period
ended December 31, 1993 in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules of
investments held at December 31, 1993 and reportable transactions for the
year ended December 31, 1993 are presented for purposes of additional
analysis and are not a required part of the basic financial statements but
are supplementary information required by the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. The Fund Information in the statement of
changes in net assets available for benefits is presented for the purpose
of additional analysis rather than to present the changes in net assets
available for benefits of each fund. The supplemental schedules and
Fund Information have been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion, are fairly
stated, in all material respects, in relation to the basic financial
statements taken as a whole.
Boston, Massachusetts COOPERS & LYBRAND
June 24, 1994
11
<PAGE> 27
BOSTON EDISON NEGOTIATED SAVINGS PLAN FOR OFFICE,
TECHNICAL & PROFESSIONAL EMPLOYEES
Schedule of Investments Held
December 31, 1993
<TABLE>
<CAPTION>
Cost Market Value
---- ------------
<S> <C> <C>
Fidelity mutual funds:
Asset Manager $ 3,314,264 $ 3,694,233
Magellan 5,873,501 6,375,393
Retirement Government
Money Market 2,075,415 2,075,415
U.S. Equity Index 345,756 354,358
----------- -----------
11,608,936 12,499,399
Boston Edison Company:
Common stock 6,464,501 6,731,359
Participant notes receivable 567,448 567,448
----------- -----------
$18,640,885 $19,798,206
=========== ===========
</TABLE>
12
<PAGE> 28
BOSTON EDISON NEGOTIATED SAVINGS PLAN FOR OFFICE,
TECHNICAL & PROFESSIONAL EMPLOYEES
Schedule of Reportable Transactions
for the year ended December 31, 1993
<TABLE>
<CAPTION>
Description of
Identity of Party Transaction Amount
----------------- -------------- ------
<S> <C> <C>
Individual transactions:
-----------------------
None
Series of transactions:
----------------------
Fidelity Asset Manager Purchases $1,325,778
Fidelity Magellan Purchases $2,175,588
Fidelity Retirement
Government Money Market Purchases $ 768,697
Boston Edison Common Stock Purchases $2,108,715
</TABLE>
13
<PAGE> 29
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
To the Boston Edison Retirement
Plans Committee:
We consent to the incorporation by reference in the registration
statement of Boston Edison Company and Boston Edison Negotiated Savings
Plan for Office, Technical & Professional Employees on Form 10-K/A-1 (File
No. 33-38434) of our report dated June 24, 1994 on our audits of the
financial statements of the Boston Edison Negotiated Savings Plan for
Office, Technical and Professional Employees as of December 31, 1993 and
1992, and for each of the three years in the period ended December 31,
1993, which report is included in this Annual Report on Form 11-K.
Boston, Massachusetts COOPERS & LYBRAND
June 30, 1994
14
<PAGE> 30
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE,
SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
( X ) Annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 1993
( ) Transition report pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the transition period from ____________ to ____________
Commission File Number 1-2301
BOSTON EDISON NEGOTIATED SAVINGS PLAN FOR
-----------------------------------------
PRODUCTION AND MAINTENANCE EMPLOYEES
------------------------------------
(Full title of the plan)
BOSTON EDISON COMPANY
------------------------------------------------------------
(Name of issuer of the securities held pursuant to the plan)
Boston Edison Negotiated Savings Plan for
Production and Maintenance Employees
c/o Boston Edison Company
800 Boylston Street, Boston, Massachusetts 02199
-------------------------------------------------
(Address of principal executive offices)
1
<PAGE> 31
BOSTON EDISON NEGOTIATED SAVINGS PLAN FOR
PRODUCTION AND MAINTENANCE EMPLOYEES
Statement of Net Assets Available for Benefits
December 31, 1993
<TABLE>
<CAPTION>
Number
of Shares Fair Value
--------- ------------
<S> <C> <C>
Investments:
Fidelity mutual funds:
Asset Manager 394,144 $ 6,069,818*
Magellan 157,253 11,141,365*
Retirement Government
Money Market 2,413,897 2,413,897*
U.S. Equity Index 31,133 537,670
-----------
20,162,750
Boston Edison Company:
Common stock 240,826 7,164,581*
Participant notes receivable 1,021,713
-----------
Total investments 28,349,044
Receivables:
Participant contributions 343,061
-----------
Net assets available for benefits $28,692,105
===========
<FN>
* represents 5 percent or more of the net assets available for benefits.
</TABLE>
The accompanying notes are an integral part of the financial statements.
2
<PAGE> 32
BOSTON EDISON NEGOTIATED SAVINGS PLAN FOR
PRODUCTION AND MAINTENANCE EMPLOYEES
Statement of Net Assets Available for Benefits
December 31, 1992
<TABLE>
<CAPTION>
Number
of Shares Fair Value
--------- ----------
<S> <C> <C>
Investments:
Fidelity mutual funds:
Asset Manager 255,275 $ 3,413,031
Magellan 122,349 7,709,238
Retirement Government
Money Market 2,721,847 2,721,847
U.S. Equity Index 14,766 241,866
-----------
14,085,982
Boston Edison Company:
Common stock 215,376 5,922,830
Participant notes receivable 718,103
-----------
Total investments 20,726,915
Receivables:
Participant contributions 351,363
-----------
Net assets available for benefits $21,078,278
===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 33
BOSTON EDISON NEGOTIATED SAVINGS PLAN FOR
PRODUCTION AND MAINTENANCE EMPLOYEES
Statement of Changes in Net Assets Available for Benefits, With Fund
Information
for the year ended December 31, 1993
<TABLE>
<CAPTION>
Fidelity
Fidelity Retirement Fidelity
Asset Fidelity Government U.S. Equity Boston Edison Participant Other
Manager Magellan Money Market Index Common Stock Notes Assets Total
--------- -------- ------------ ----------- ------------- ----------- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dividend income $ 361,864 $ 1,011,791 $ 72,981 $ 18,099 $ 392,118 - - $ 1,856,853
Interest income - - - - - $ 54,083 - 54,083
Participant
contributions 1,084,611 1,944,547 598,611 213,042 1,235,709 - $ (8,302) 5,068,218
Net apprecia-
tion in fair
value of
investments 640,156 995,358 - 20,837 464,391 - - 2,120,742
Distributions to
participants (512,170) (350,186) (139,410) (578) (262,007) (6,625) - (1,270,976)
Net transfers
between
investment
choices 1,129,239 (94,349) (828,269) 43,539 (547,790) 297,630 - -
Net transfers
(to)/from
other Boston
Edison
savings plans (46,913) (75,034) (11,863) 865 (40,670) (41,478) - (215,093)
---------- ---------- ---------- -------- ---------- ------------ ------- -----------
Net change
during
the year 2,656,787 3,432,127 (307,950) 295,804 1,241,751 303,610 (8,302) 7,613,827
Net assets
available
for benefits,
beginning
of year 3,413,031 7,709,238 2,721,847 241,866 5,922,830 718,103 351,363 21,078,278
---------- ----------- ---------- -------- ---------- --------- -------- -----------
Net assets
available for
benefits, end
of year $6,069,818 $11,141,365 $2,413,897 $537,670 $7,164,581 $1,021,713 $343,061 $28,692,105
========== =========== ========== ======== ========== ========== ======== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 34
BOSTON EDISON NEGOTIATED SAVINGS PLAN FOR
PRODUCTION AND MAINTENANCE EMPLOYEES
Statement of Changes in Net Assets Available for Benefits, With Fund
Information
for the year ended December 31, 1992
<TABLE>
<CAPTION>
Fidelity
Fidelity Retirement Fidelity
Asset Fidelity Government U.S. Equity Boston Edison Participant Other
Manager Magellan Money Market Index Common Stock Notes Assets Total
------- -------- ------------ ----------- ------------- ----------- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dividend income $ 162,500 $1,050,182 $ 92,032 $ 5,530 $ 320,791 - - $ 1,631,035
Interest income - - - - - $ 37,545 - 37,545
Participant
contributions 674,454 1,553,523 662,748 133,870 986,704 - $ 97,960 4,109,259
Net appreciation/
(depreciation) in
fair value of
investments 190,639 (565,904) - 10,600 557,358 - - 192,693
Distributions to
participants (276,317) (231,452) (286,615) (43,946) (344,324) (3,490) - (1,186,144)
Net transfers
between
investment
choices 226,177 (34,929) (341,754) 17,063 (233,619) 367,062 - -
Net transfers
(to)/from
other Boston
Edison
savings plans (225) 7,918 3,572 - 8,826 - - 20,091
--------- ---------- ---------- -------- ---------- -------- --------- ----------
Net change
during
the year 977,228 1,779,338 129,983 123,117 1,295,736 401,117 97,960 4,804,479
Net assets
available
for benefits,
beginning
of year 2,435,803 5,929,900 2,591,864 118,749 4,627,094 316,986 253,403 16,273,799
---------- ---------- ---------- -------- ---------- -------- -------- -----------
Net assets
available for
benefits, end
of year $3,413,031 $7,709,238 $2,721,847 $241,866 $5,922,830 $718,103 $351,363 $21,078,278
========== ========== ========== ======== ========== ======== ======== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE> 35
BOSTON EDISON NEGOTIATED SAVINGS PLAN FOR
PRODUCTION AND MAINTENANCE EMPLOYEES
Statement of Changes in Net Assets Available for Benefits, With Fund
Information
for the year ended December 31, 1991
<TABLE>
<CAPTION>
Fidelity
Fidelity Retirement Fidelity
Asset Fidelity Government U.S. Equity Boston Edison Participant Other
Manager Magellan Money Market Index Common Stock Notes Assets Total
-------- -------- ------------ ----------- ------------- ----------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance transfer to
Boston Edison
Negotiated
Savings Plan
for Office,
Technical &
Professional
Employees $ (714,054) $(1,624,579) $(1,075,241) $ (7,039) $ (914,119) $(42,409) $(154,638) $(4,532,079)
Dividend income 170,896 515,080 125,668 3,208 249,502 - - 1,064,354
Interest income - - - - - 18,815 - 18,815
Participant
contributions 563,073 1,261,746 718,837 55,197 943,723 - 7,552 3,550,128
Net appreciation
in fair
value of
investments 214,708 1,039,089 - 13,045 850,149 - - 2,116,991
Distributions to
participants (74,466) (193,533) (95,377) - (162,016) - - (525,392)
Net transfers
between
investment
choices 104,230 (185,383) 13,061 18,918 (63,119) 112,293 - -
Net transfers
(to)/from
other Boston
Edison
savings plans (33,674) (52,647) 23,574 - (13,813) 4,078 - (72,482)
Other 807 1,759 1,085 63 6,918 7,018 - 17,650
---------- ---------- ---------- --------- ---------- -------- ---------- -----------
Net change
during
the year 231,520 761,532 (288,393) 83,392 897,225 99,795 (147,086) 1,637,985
Net assets
available
for benefits,
beginning
of year 2,204,283 5,168,368 2,880,257 35,357 3,729,869 217,191 400,489 14,635,814
---------- ----------- ----------- -------- ---------- -------- --------- -----------
Net assets
available for
benefits, end
of year $2,435,803 $ 5,929,900 $ 2,591,864 $118,749 $4,627,094 $316,986 $ 253,403 $16,273,799
========== =========== =========== ======== ========== ======== ========= ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
6
<PAGE> 36
BOSTON EDISON NEGOTIATED SAVINGS PLAN FOR
PRODUCTION AND MAINTENANCE EMPLOYEES
Notes to Financial Statements
A. Plan Description
----------------
The Boston Edison Negotiated Savings Plan for Production and Maintenance
Employees (the Plan) was established effective October 1, 1986 to provide
retirement benefits for participating eligible employees of Boston Edison
Company (the Company) through a program of salary-reduction contributions.
The Plan is subject to the rules and regulations of the Employee Retirement
Income Security Act of 1974 (ERISA). The Plan is qualified under section
401(a) of the Internal Revenue Code (the Code) and utilizes the special
federal tax deferral features of section 401(k) of the Code. The Company,
which is not currently a contributor under the Plan, is the only employer
participating in the Plan. The plan administrators are the Boston Edison
Retirement Plans Committee and the Boston Edison Pension Management
Committee.
Effective July 1, 1994, the Company will contribute a matching amount under
the Plan equal to 50% of each participant's contribution, up to a maximum
of 6% of the participant's compensation. The match will be made entirely
in Company common stock. Employees will be immediately fully vested in the
match.
Employees are eligible to join the Plan at specified times at age 21 or
older with one year of service, at age 35, or after four years of service,
regardless of age. Employees participating in the Plan elect to make
contributions of at least 2% but not more than 15% of their compensation as
defined in the Plan. Effective July 1, 1994, the maximum allowable
percentage contribution will increase to 17%. Members of the Plan are
fully vested at all times. Members are not subject to federal taxes on
contributions nor the earned income until such time a distribution or
withdrawal is made.
Investments in the Plan are directed by the individual plan participants.
There are currently five investment choices offered under the Plan: four
invested in mutual funds (Asset Manager, Magellan, Retirement Government
Money Market and U.S. Equity Index) managed by Fidelity Investments
(Fidelity) and one invested in Company common stock. Effective January 1,
1995, four additional investment choices will be offered: three invested
in mutual funds (Intermediate Bond Fund, International Growth and Income
Fund and Disciplined Equity Fund) managed by Fidelity, and a Self-Directed
Brokerage Account offered by Fidelity through which participants can invest
in a variety of securities.
At December 31, 1993, there were 1,425 participants in the Plan, of whom
690, 989, 369, 163 and 832 were invested in the Fidelity Asset Manager,
Magellan, Retirement Government Money Market, U.S. Equity Index and Boston
Edison Company Common Stock funds, respectively.
While it is the current intention of the Company to continue the Plan for
as long as the provisions of the Internal Revenue Code permit, neither the
making of contributions nor the continuance of the Plan is assumed by the
Company as a contractual obligation except as provided in any relevant
collective bargaining agreements. In the event of Plan termination, the
assets will be distributed to participants to the extent of their
individual allocations, in accordance with the Plan's distribution
provisions.
7
<PAGE> 37
B. Summary of Significant Accounting Policies
------------------------------------------
Basis of Accounting
-------------------
The Plan's financial statements have been prepared under the accrual
method of accounting and in accordance with the rules and regulations
of ERISA.
Investments Valuation
---------------------
Plan investments, held by Fidelity, the trustee of the Plan, are
stated at fair value. Shares of registered investment companies are
valued at quoted market prices which represent the net asset value of
shares held by the Plan at year-end. The Company common stock is
valued at its quoted market price. Participant notes receivable are
valued at cost which approximates fair value.
Expenses
--------
Fees for investment advisory and other services provided to the
Fidelity funds are charged directly to each of the Fidelity funds.
Participants pay a commission on the purchase and sale of Company
stock. All other expenses of administering the Plan are currently
paid by the Company. Beginning January 1, 1995, loan fees and self-
directed brokerage fees will be paid by participants.
Net Appreciation/(Depreciation) in the Fair Value of Investments
----------------------------------------------------------------
Gains and losses are realized upon distributions (including
withdrawals) to participants and the transfer of all or a portion of a
participant's account between investment choices.
The Plan presents in the statement of changes in net assets the net
appreciation (depreciation) in the fair value of its investments which
consists of the realized gains or losses and the unrealized
appreciation (depreciation) on those investments.
Payment of Benefits
-------------------
Benefits are recorded when paid.
Other
-----
Dividend income is recorded on the ex-dividend date.
C. Contributions
-------------
Salary reduction contributions made on behalf of members are recorded
in the period payroll deductions are made from members. Contributions
receivable at December 31 represents amounts withheld from
participants subsequently deposited to the Plan in the following
month. Contributions receivable at December 31, 1993 and 1992 were as
follows:
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
Fidelity Asset Manager $ 83,406 $ 61,469
Fidelity Magellan 133,058 140,063
Fidelity Retirement Government
Money Market 32,709 49,396
Fidelity U.S. Equity Index 14,709 12,808
Company Common Stock 79,179 87,627
-------- --------
Total $343,061 $351,363
======== ========
</TABLE>
8
<PAGE> 38
D. Transfers Between Investment Choices and Other Savings Plans
------------------------------------------------------------
Plan participants may, with certain limitations, elect to transfer
their account balances from any investment choice or choices to any of
the other choices offered by the Plan.
If a participant ceases to be a member in the Plan and subsequently
participates in either the Boston Edison Savings Plan or the Boston
Edison Negotiated Savings Plan for Office, Technical & Professional
Employees, the participant's account balance in the Plan will be
transferred to the other plan.
E. Participant Notes
-----------------
Participants in the Plan for at least 24 months may obtain a loan from
the Plan from the balance in their elective contribution account.
Effective July 1, 1994, loan eligibility will be reduced to 12 months
of participation. The loan may not be less than $1,000 nor exceed the
lesser of $50,000 or 50% of the participant's account. Loans must be
repaid to the participant's account over a period not to exceed five
years (unless the loan is for the purchase of a principal residence)
via payroll deductions. The annual interest rate is modified from
time to time to reflect changes in the prime rate or other market
interest indicators. Loan transactions are treated as a transfer to
(from) the investment funds from (to) the Participant Notes fund.
F. Plan Transfer
-------------
Effective January 1, 1991, certain participant balances with a market
value of $4,532,079 ($4,456,911 at cost) that were included in the
Plan during 1990 were transferred to a new plan, The Boston Edison
Negotiated Savings Plan for Office, Technical & Professional
Employees, pursuant to a collective bargaining agreement involving
certain employees of the Company.
G. Related Party Transactions
--------------------------
Certain Plan investments are shares of mutual funds managed by
Fidelity. Fidelity is the trustee as defined by the Plan and
therefore these transactions qualify as party-in-interest.
Boston Edison Company is a party-in-interest as that term is defined
in section 3.14 of ERISA.
9
<PAGE> 39
H. Reconciliation of Financial Statements to Form 5500
---------------------------------------------------
The following is a reconciliation of net assets available for benefits
per the financial statements to the Form 5500 at December 31, 1993 and
1992.
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
Net assets available for benefits per
the financial statements $28,692,105 $21,078,278
Less: Contributions receivable (343,061) (351,363)
----------- -----------
Net assets available for benefits per
the Form 5500 $28,349,044 $20,726,915
=========== ===========
</TABLE>
The following is a reconciliation of contributions received per the
financial statements to the Form 5500 for the years ended December 31,
1993, 1992 and 1991.
<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Contributions per the financial
statements $5,068,218 $4,109,259 $3,550,128
Add: Contributions receivable at the
beginning of the year 351,363 253,403 245,851
Less: Contributions receivable at the
end of the year (343,061) (351,363) (253,403)
Adjustment - - 156,962
---------- ---------- ----------
Contributions per the Form 5500 $5,076,520 $4,011,299 $3,699,538
========== ========== ==========
</TABLE>
Contributions are recorded on the Form 5500 when received.
The adjustment in 1991 is due to the transfer of Plan assets to Boston
Edison Negotiated Savings Plan for Office, Technical & Professional
Employees. There is an offsetting adjustment shown on that Plan's
reconcilement to the Form 5500.
I. Tax Status
----------
The Internal Revenue Service has determined and informed the Company
by a letter dated September 28, 1987, that the Plan is designed in
accordance with applicable sections of the Internal Revenue Code
(IRC). The Plan has been amended since receiving the determination
letter. However, the Plan administrator and the Plan's counsel
believe that the Plan is designed and is currently being operated in
compliance with the applicable requirements of the IRC.
J. Reclassification
----------------
Certain prior period amounts on the financial statements were
reclassified to conform with current presentation.
10
<PAGE> 40
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Boston Edison Retirement Plans Committee:
We have audited the accompanying statements of net assets available
for benefits including the schedules of investments of the Boston Edison
Negotiated Savings Plan for Production and Maintenance Employees as of
December 31, 1993 and 1992, and the related statements of changes in net
assets available for benefits for each of the three years in the period
ended December 31, 1993. These financial statements are the responsibility
of the Plan's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits of
the Boston Edison Negotiated Savings Plan for Production and Maintenance
Employees as of December 31, 1993 and 1992, and the changes in net assets
available for benefits for each of the three years in the period ended
December 31, 1993 in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules of
investments held at December 31, 1993 and reportable transactions for the
year ended December 31, 1993 are presented for purposes of additional
analysis and are not a required part of the basic financial statements but
are supplementary information required by the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. The Fund Information in the statement of
changes in net assets available for benefits is presented for the purpose
of additional analysis rather than to present the changes in net assets
available for benefits of each fund. The supplemental schedules and
Fund Information have been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, are
fairly stated, in all material respects, in relation to the basic financial
statements taken as a whole.
Boston, Massachusetts COOPERS & LYBRAND
June 24, 1994
11
<PAGE> 41
BOSTON EDISON NEGOTIATED SAVINGS PLAN FOR
PRODUCTION AND MAINTENANCE EMPLOYEES
Schedule of Investments Held
December 31, 1993
<TABLE>
<CAPTION>
Cost Market Value
---- ------------
<S> <C> <C>
Fidelity mutual funds:
Asset Manager $ 5,518,214 $ 6,069,818
Magellan 10,297,495 11,141,365
Retirement Government
Money Market 2,413,897 2,413,897
U.S. Equity Index 522,454 537,670
----------- -----------
18,752,060 20,162,750
Boston Edison Company:
Common stock 6,955,000 7,164,581
Participant notes receivable 1,021,713 1,021,713
----------- -----------
$26,728,773 $28,349,044
=========== ===========
</TABLE>
12
<PAGE> 42
BOSTON EDISON NEGOTIATED SAVINGS PLAN FOR
PRODUCTION AND MAINTENANCE EMPLOYEES
Schedule of Reportable Transactions
for the year ended December 31, 1993
<TABLE>
<CAPTION>
Description of Net Realized
Identity of Party Transaction Amount Gain
----------------- -------------- ------ ------------
<S> <C> <C> <C>
Individual transactions:
------------------------
None
Series of transactions:
-----------------------
Fidelity Asset Manager Purchases $2,821,303
Fidelity Magellan Purchases $4,550,218
Sales $2,113,449 $151,488
Fidelity Retirement
Government Money Market Purchases $1,883,127
Sales $2,191,077 -
Boston Edison Common Stock Purchases $1,851,809
Sales $1,074,449 $254,809
</TABLE>
13
<PAGE> 43
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
To the Boston Edison Retirement
Plans Committee:
We consent to the incorporation by reference in the registration
statement of Boston Edison Company and Boston Edison Negotiated Savings
Plan for Production and Maintenance Employees Form 10-K/A-1 (File No. 33-
48425) of our report dated June 24, 1994 on our audits of the financial
statements of the Boston Edison Negotiated Savings Plan for Production and
Maintenance Employees as of December 31, 1993 and 1992 and for each of the
three years in the period ended December 31, 1993, which report is included
in this Annual Report on Form 11-K.
Boston, Massachusetts COOPERS & LYBRAND
June 30, 1994
14
