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As filed with the Securities and Exchange Commission on May 31, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BOSTON EDISON COMPANY
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
MASSACHUSETTS 04-1278810
- - ------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 BOYLSTON STREET, BOSTON, MASSACHUSETTS 02199
------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 424-2000
CHARLES E. PETERS, JR.
BOSTON EDISON COMPANY
800 BOYLSTON STREET
BOSTON, MASSACHUSETTS 02199
(617) 424-2000
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(Name, address and telephone of agent for service)
--------------
Please send copies of all communications to:
DAVID A. FINE, ESQ.
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the Registration Statement becomes effective.
If the only securities being registered on this Form are being registered
pursuant to dividend or interest reinvestment plans, please check the following
box. /X/
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------------------
Proposed
Proposed Maximum
Title of Each Class Maximum Aggregate Amount of
of Securities to Amount to be Offering Price Offering Registration
be Registered Registered Per Share Price Fee
- - ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1 Par
Value Per Share. . . . 2,000,000 Shares $24.31 $48,620,000 $16,766
- - ----------------------------------------------------------------------------------------------------------
<FN>
* Estimated for the purpose of the above calculations only pursuant to Rule 457(c) on the basis of the
average high ($24 1/2) and low ($24 1/8) prices reported on the New York Stock Exchange on May 24, 1995.
</TABLE>
This Registration Statement includes a prospectus which, pursuant to Rule
429, relates to the issuance and sale of 205,791 shares of Common Stock of the
Registrant pursuant to the Registrant's Dividend Reinvestment and Common Stock
Purchase Plan, which shares have been registered pursuant to Registration No.
33-36824.
<PAGE> 2
PROSPECTUS
BOSTON EDISON COMPANY
DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN
The Dividend Reinvestment and Common Stock Purchase Plan (the "Plan") of
Boston Edison Company (the "Company") provides participants in the Plan with a
convenient and economical way of investing cash dividends and cash payments in
additional shares of the Company's Common Stock without payment of any brokerage
commission or service charge. Eligible participants include:
-- Current holders of the Company's Common, Preferred or Preference Stock.
-- Current residential retail electric customers of record of the Company.
-- Employees of the Company.
Holders of the Company's Common, Preferred or Preference Stock who elect to
participate may have cash dividends on all or some of their shares automatically
invested in shares of Common Stock at current market prices. Residential retail
electric customers may enroll in the Plan by making an initial investment of at
least $500 which will be applied to the initial purchase of shares of Common
Stock. An employee of the Company who is not already a shareholder of the
Company may enroll in the Plan by making an initial investment of at least $50.
In addition, participants in the Plan may invest monthly optional cash
payments of at least $50 per month and no more than $40,000 per calendar year,
including any initial investment, in shares of Common Stock at current market
prices. Employees have the additional option of utilizing payroll deductions to
make the initial and subsequent optional cash investments. Cash dividends on
Common Stock purchased under the Plan will be reinvested to purchase additional
shares of Common Stock.
The price of shares of Common Stock purchased from the Company for
participants in the Plan with reinvested dividends on their Common, Preferred
and Preference Stock and purchases through optional cash payments, including
payroll deductions, will be 100% of the average of the daily averages of the
high and low sale prices for such stock as published in the Eastern Edition of
The Wall Street Journal report on the New York Stock Exchange -- Composite
Transactions for the last five trading days immediately preceding the date the
investment is made. The purchase price for shares purchased on the open market
will be equal to the average price for all shares so purchased by the Agent for
the applicable investment date.
This Prospectus relates to 2,205,791 authorized and unissued shares of
Common Stock of the Company. It is suggested that this Prospectus be retained
for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMIS-
SION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is May 31, 1995.
<PAGE> 3
AVAILABLE INFORMATION
Boston Edison Company (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934, and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission ("Commission"). Such reports, proxy statements and other
reports and information filed with the Commission can be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C., and at the Commission's regional offices at 500
West Madison Street, Suite 1400, Chicago, Illinois 60661, and 7 World Trade
Center, 13th Floor, New York, New York 10048; and copies of such material can
also be obtained at prescribed rates from the Public Reference Section of the
Commission at its principal office at 450 Fifth Street, N.W., Washington, D.C.
20549. Information as of particular dates concerning directors and officers of
the Company, their remuneration, and any material interest of such persons in
transactions with the Company is disclosed in proxy statements distributed to
stockholders of the Company and filed with the Commission. Certain securities of
the Company are listed on the New York and Boston Stock Exchanges, where
reports, proxy statements and other information concerning the Company can also
be inspected.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended. This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information, reference is hereby made
to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission pursuant to
the Securities Exchange Act of 1934 (the "1934 Act") are incorporated by
reference in this Prospectus :
1. The Company's Annual Report on Form 10-K for the year ended December 31,
1994.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1995.
3. The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 10 (File No. 1-904), including any
amendments or reports filed for the purpose of updating such
description.
All documents filed by the Company pursuant to Section 13, 14 or 15(d) of
the 1934 Act subsequent to the date of this Prospectus and prior to the
termination of this offering of Common Stock shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON,
INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN
DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR
ALL OF THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE, OTHER THAN EXHIBITS TO
SUCH DOCUMENTS UNLESS SPECIFICALLY INCORPORATED BY REFERENCE IN SUCH DOCUMENTS.
REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO INVESTOR RELATIONS, BOSTON EDISON
COMPANY, 800 BOYLSTON STREET, BOSTON, MA 02199, TELEPHONE: (617) 424-2658.
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THE COMPANY
The Company is an operating public utility engaged principally in the
generation, purchase, transmission, distribution and sale of electric energy. It
was incorporated in 1886 under the laws of The Commonwealth of Massachusetts.
Its principal executive offices are located at 800 Boylston Street, Boston,
Massachusetts 02199, and its telephone number is (617) 424-2000.
The Company supplies electricity at retail in the city of Boston, and in 39
other cities and towns in eastern Massachusetts, covering an area of
approximately 590 square miles within 30 miles of Boston. The population of the
territory served with electricity at retail is approximately 1,500,000. The
Company also supplies electricity at wholesale for resale to other utilities and
municipal electric departments.
DESCRIPTION OF THE PLAN
The following is a question and answer statement of the provisions of the
Company's Dividend Reinvestment and Common Stock Purchase Plan (the "Plan").
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide participants with a convenient and
economical way of investing cash dividends on shares of Common, Preferred and
Preference Stock of the Company as well as optional cash payments in shares of
Common Stock without payment of any brokerage commission or service charge.
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
Participants in the Plan may (a) automatically invest cash dividends on
some or all of their shares of Common, Preferred and Preference Stock or (b)
continue to receive their cash dividends on shares registered in their names and
not held within the Plan and invest by making optional cash payments of no less
than $50 per month (or a minimum of $500 for the initial investment by customers
of the Company) and no more than $40,000 per calendar year or (c) invest both
their cash dividends and such optional cash payments. Cash dividends or optional
cash payments will be invested in shares of Common Stock. Participants are not
required to pay any commission or service charge in connection with purchases of
Common Stock under the Plan. Full investment of funds is possible under the Plan
because the Plan permits fractional shares, as well as full shares, to be
credited to participants' accounts. In addition, dividends in respect of such
fractions, as well as full shares, will be credited to participants' accounts.
Participants will avoid the cumbersome safekeeping of certificate shares
credited to their accounts under the Plan. Participants may also deposit their
certificate shares in their Plan account. However, any shares deposited in a
Plan account will have dividends reinvested automatically (See Question 7 on
Safekeeping.). Regular statements of account provide each participant with a
record of each transaction.
ADMINISTRATION
3. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
The First National Bank of Boston (the "Agent") administers the Plan for
participants, maintains records, sends statements of account to participants
following the completion of any activity affecting the balance of an account and
performs other duties relating to the Plan. Correspondence to the Agent should
be sent to The First National Bank of Boston, Dividend Reinvestment Unit, Mail
Stop: 45-01-06, P.O. Box 1681, Boston, MA 02105-1681.
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PARTICIPATION
4. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
Shareholders:
All holders of record of shares of Common, Preferred or Preference Stock
are eligible to participate in the Plan. However, any purchases under the Plan
will only be made in Common Stock. Beneficial owners of any of the Company's
stocks whose shares are registered in names other than their own (e.g., a broker
or bank nominee) must arrange participation with the record holder. To
facilitate this, the Company has instructed the Agent to make arrangements with
major depositories to provide for brokers and bank nominees to participate on a
dividend-by-dividend basis on behalf of beneficial owners. If for any reason a
beneficial owner is unable to arrange participation with his broker or bank
nominee, he must become a record holder by having the shares registered in his
own name.
Customers and Employees (Non-Shareholders):
Any residential retail electric customer of record of the Company and any
employee of the Company, who are not already shareholders of the Company, may
participate in the Plan without first becoming a shareholder of the Company. See
Question 8 for information concerning enrollment in the Plan by customers and
Question 13 for information concerning payroll deductions by participating
employees. Once a customer or an employee joins the Plan, their participation in
the Plan is no different from that of any shareholder in the Plan.
PARTICIPATION BY SHAREHOLDERS
5. HOW DOES A SHAREHOLDER ENROLL IN THE PLAN?
A shareholder may enroll in the Plan at any time by completing the
Authorization Form and returning it to the Agent. Those shareholders who do not
wish to participate in the Plan will continue to receive dividends, as declared.
6. WHAT DOES THE SHAREHOLDER AUTHORIZATION FORM PROVIDE?
The shareholder Authorization Form allows each shareholder to decide the
extent to which he wants to participate in the Plan. By checking the appropriate
box on the Authorization Form, a shareholder may indicate whether he wants to
(1) reinvest dividends paid on all or some of the shares registered in his name
of Common Stock (not held in the Plan), Preferred or Preference Stock, and
participate in the Plan by making optional cash payments or (2) participate in
the Plan only by making optional cash payments. See Question 18 regarding
reinvestment of dividends on shares held in the Plan.
7. CAN A SHAREHOLDER PLACE SHARES HELD IN CERTIFICATE FORM IN SAFEKEEPING?
Any shareholder who holds shares of Common Stock in certificate form may
transfer those shares into the Plan in book entry form (i.e., place those shares
in "Safekeeping" as described below), but only by joining the Plan and with the
understanding that dividends on those shares will be reinvested like any other
shares held in the Plan. If you are not already a member of the Plan, you will
be required to complete an Authorization Form prior to transferring your
certificates. Safekeeping is not available, however, for shares of Preferred or
Preference Stock.
The certificates of common stock submitted for Safekeeping will be added to
the participant's account balance and will appear in subsequent statements.
Certificates should be sent to The First National Bank of Boston, Dividend
Reinvestment Unit, Mail Stop: 45-01-06, P.O. Box 1681, Boston, MA 02105-1681 by
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registered or certified mail with a letter of instruction notifying the Agent of
a desire to transfer shares into Safekeeping. Certificates need not be endorsed
for deposit purposes.
PARTICIPATION BY CUSTOMERS AND EMPLOYEES
8. HOW DOES A CUSTOMER OF RECORD ENROLL IN THE PLAN?
A residential retail electric customer of record of the Company may enroll
in the Plan at any time by completing a customer Enrollment Form. To request an
Enrollment Form, please contact the Company's Investor Relations Department at
800 Boylston Street, Boston, MA 02199 or by phone (617) 424-2658. The Company
will mail a Prospectus and an Enrollment Form to the customer, but only at a
Massachusetts address. The customer of record would then complete the Enrollment
Form, certifying the accuracy of information, and return it with a check for AN
INITIAL INVESTMENT AMOUNT OF AT LEAST $500. Checks should be made payable to The
First National Bank of Boston and returned with the Enrollment Form to The First
National Bank of Boston, Dividend Reinvestment Unit, Mail Stop: 45-01-06, P.O.
Box 1681, Boston, MA 02105-1681 in the return envelope provided. Initial
investments that are not accompanied by a completed Enrollment Form will be
returned to the individual.
To be eligible to participate in the Plan
-- you must be the customer of record. In other words your name must appear
on the Boston Edison electric billing account. No other family member or
persons residing at this address will be allowed to participate,
however, other persons may be included in joint ownership with a
customer of record.
-- you must be a residential electric customer.
-- you must be at least 18 years of age.
-- you must have a mailing address within the Commonwealth of
Massachusetts.
Upon receiving the Enrollment Form and establishing an account, the Plan
Agent will make the initial investment on the first business day of the month in
Boston, Massachusetts (an Investment Date) provided such initial investment is
received at least 3 business days prior to an Investment Date. If initial
investments are received later than 3 business days prior to an Investment Date,
those funds will be held until the next monthly Investment Date.
9. HOW DOES AN EMPLOYEE ENROLL IN THE PLAN?
Employees may enroll in the Plan by means of the payroll deduction option
as described in Question 13. Employees who are also residential retail customers
of record may enroll as customers as described above, instead of enrolling
through payroll deduction.
OPTIONAL CASH PAYMENTS
10. WHO IS ELIGIBLE TO MAKE OPTIONAL CASH PAYMENTS?
All participants are eligible to make optional cash payments. Employees who
have enrolled in the Plan may also make optional cash payments through payroll
deductions as described in Question 13. There is no requirement to make a
monthly investment.
Optional cash payments may be invested by the use of the cash payment form
attached to the statement sent to participants by the Agent. Optional cash
payments should be made in the form of checks or money orders in U.S. funds and
made payable to The First National Bank of Boston and should be sent to The
First National Bank of Boston, Dividend Reinvestment Unit, Mail Stop: 45-01-06,
P.O. Box 1681, Boston, MA 02105-1681. Payments to any other address do not
constitute valid delivery. Under no circumstances should
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optional cash payments by customers be included in the payment of monthly
electric bills or sent to the Company.
An optional cash payment may be made by a shareholder participant when
enrolling by enclosing a check with the completed Authorization Form. Checks
should be made payable to The First National Bank of Boston, and returned along
with the Authorization Form to the address above.
If a shareholder participant chooses to participate by optional cash
payments only, the Agent will pay cash dividends on any shares held in
certificate form in the usual manner and will apply any optional cash payment
received from the participant prior to the Investment Date to the purchase of
additional shares of Common Stock for the participant's account. However,
dividends payable on shares of Common Stock credited to the account of the
participant under the Plan, including shares held in Safekeeping, will be
automatically reinvested in additional shares of Common Stock.
11. WHAT ARE THE LIMITATIONS ON MAKING OPTIONAL CASH PAYMENTS?
The option to make cash payments is available to each participant at any
time. With the exception of the initial investment by customers joining the
Plan, optional cash payments by a participant cannot be less than $50 per month
and cannot exceed a total of $40,000 per calendar year. The same amount of money
need not be sent each month and there is no obligation to make an optional cash
payment each month. For customers joining the Plan, there is an initial cash
investment required of at least $500 as described in Question 8.
12. WHEN WILL OPTIONAL CASH PAYMENTS RECEIVED BY THE AGENT BE INVESTED?
Optional cash payments will be invested monthly on the first business day
of the month in Boston, Massachusetts, provided such optional cash payment is
received at least 3 business days prior to an Investment Date. If optional cash
payments are received later than 3 business days prior to an Investment Date,
those funds will be held until the next monthly Investment Date. See Question 15
for transactions involving open market purchases. UNDER NO CIRCUMSTANCES WILL
INTEREST BE PAID BY THE COMPANY OR THE AGENT ON OPTIONAL CASH PAYMENTS. Any
funds held by the Agent will be returned upon the participant's written request
which must be received at least two business days before an Investment Date. Any
optional cash payments received of less than $50 per month (or less than $500
for an initial customer investment) or in excess of $40,000 per calendar year
will be returned to the participant. The Company will not waive the maximum
investment a participant may contribute under the Plan per calendar year.
In the event that any check or money order for the payment of money is
returned to the Agent unpaid for any reason, the Agent will consider the request
for investment of such money null and void and shall immediately remove from the
participant's account any shares or fraction thereof which may have been
credited to that account. The Agent shall be entitled to sell these shares to
satisfy any amount of such money uncollected. If the net proceeds of the sale of
such shares are insufficient to satisfy the balance of such moneys which are
uncollected, the participant shall be liable for any such deficiency and the
Agent shall be entitled to sell additional shares from the participant's account
to satisfy the uncollected balance.
PAYROLL DEDUCTIONS FOR EMPLOYEES
13. HOW DO EMPLOYEES OF THE COMPANY ELECT TO PARTICIPATE THROUGH PAYROLL
DEDUCTIONS?
Employees can enroll in the Plan and make optional cash payments through
payroll deductions by completing the Payroll Deduction Authorization Form
(available from the Investor Relations Department) which authorizes the Company
to deduct any amount specified by the employee, but at least $50 per month and
no more than $40,000 per calendar year, from the employee's regular paycheck. In
order to comply with this monthly minimum requirement, weekly paid employees
must specify a weekly deductible amount of at
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least $12.50. The Agent will invest the accumulated payroll deductions in Common
Stock monthly on each optional cash Investment Date. If the employee has made
optional cash payments which in addition to the payroll deductions during such
calendar year exceed $40,000, the Agent will return to the employee the excess
received over $40,000.
In order to commence payroll deductions, the Payroll Deduction
Authorization Form must be received by the Company's Payroll Department two
weeks before the payday on which the employee will expect to see the deduction
commence. An employee for whom payroll deductions have already been commenced
may change the amount of the employee's deductions by submitting a new Payroll
Deduction Authorization Form, or other appropriate form which may be obtained
from the Company, two weeks before the payday on which the employee wishes to
have the amount changed. NO INTEREST WILL BE PAID BY THE COMPANY OR THE AGENT ON
PAYROLL DEDUCTIONS.
DIVIDEND REINVESTMENT
14. WHEN WILL DIVIDENDS BE INVESTED?
Cash dividends on the Common and Preferred Stock are generally payable on
the first day of February, May, August and November. The Investment Date for
these dividends will be on the payment date or, if that date is not a business
day in Boston, Massachusetts, on the next following business day. Cash dividends
on the Preference Stock are generally payable on the first day of March, June,
September and December. The Investment Date for dividends on Preference Stock
will be the payment date or, if that date is not a business day, on the next
following business day. See Question 15 for Investment Date for open market
purchases.
If the Authorization Form signed by the shareholder entitled to a dividend
is received by the Agent on or before the record date for a particular dividend
(usually the 10th day of the month prior to the payment date), that dividend
will be used to purchase additional shares of Common Stock for the shareholder
on the current dividend payment date. If the Authorization Form is received by
the Agent after the record date for a particular dividend, then the reinvestment
of dividends will not begin until the next following applicable dividend payment
date. For example, in order to invest the quarterly Common Stock dividend
payable November 1 with a record date of October 10, a shareholder's
Authorization Form must be received by the Agent no later than October 10. If
the Authorization Form is received after October 10 the dividend payable on
November 1 will be paid in cash, and the shareholder's participation in the Plan
will begin with the next dividend payment date (February 1). See Questions 12
and 13 for information concerning the investment of optional cash payments and
payroll deductions.
PURCHASES
15. WILL SHARES PURCHASED UNDER THE PLAN BE PURCHASED FROM THE COMPANY OR IN THE
OPEN MARKET?
Shares of common stock of the Company purchased under the Plan will be
purchased from the Company unless (i) the purchase price as set forth in
Question 17 would be below $15 per share, or (ii) the Company directs the Agent
to make open market purchases. In the event that the Agent determines that the
purchase price for shares to be purchased with reinvested dividends or optional
cash payments would be below $15 per share, or if the Company so directs the
Agent, the Agent will invest the dividends and/or optional cash payments by
purchasing shares of the Company's common stock on the open market as soon as
possible after the applicable dividend payment date or optional cash Investment
Date, but not more than 30 days after such date (except where necessary to
comply with federal securities laws) and on such terms as to price, delivery and
otherwise as the Agent shall determine. The Company may change its determination
that shares of common stock will be purchased directly from the Company or on
the open market no more than once in any 12-month period and only if the
Company's Board of Directors or Chief Financial Officer determines that its need
for raising capital has changed or for some other valid reason.
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16. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR PARTICIPANTS?
The number of shares to be purchased depends on the amount of the
participant's dividend, including dividends on shares credited to the
participant's account under the Plan, the amount of any optional cash payments
or payroll deductions and the purchase price of shares of Common Stock on the
applicable Investment Date. Each participant's account will be credited with
that number of shares, including fractions computed to three decimal places,
equal to the total amount to be invested divided by the applicable purchase
price. In the event of open market purchases, shares will not be allocated to
participants' accounts until the date on which the Agent has settled purchases
of sufficient shares for all participants.
17. WHAT WILL BE THE PRICE OF SHARES OF COMMON STOCK PURCHASED UNDER THE PLAN?
The price of shares of Common Stock purchased from the Company for
participants in the Plan with dividends paid on Common, Preferred and Preference
Stock, including dividends on the shares of Common Stock credited to the
participants' accounts under the Plan, and purchases through optional cash
payments, including payroll deductions, will be 100% of the average of the daily
averages of the high and low sale prices for such stock as published in the
Eastern Edition of The Wall Street Journal report on the New York Stock Exchange
- - -- Composite Transactions for the last five trading days immediately preceding
the applicable Investment Date.
In the event shares are purchased by the Agent on the open market rather
than from the Company, the purchase price to participants will be equal to the
average price for all shares so purchased on the open market. Any brokerage
commissions on open market purchases will be paid by the Company at no cost to
participants.
18. MAY I HAVE DIVIDENDS ON SHARES HELD IN THE PLAN SENT DIRECTLY TO ME?
No. The purpose of the Plan is to provide the participant with a convenient
method of purchasing shares of Common Stock and having the dividends on those
shares reinvested. Accordingly, dividends paid on shares held in the Plan will
be automatically reinvested in additional shares of Common Stock. Participants
in the Plan do not pay a brokerage fee or service charge in connection with any
purchase of shares for their account under the Plan. A participant may, of
course, receive certificates for full shares accumulated in the participant's
account under the Plan at any time by sending a written request to The First
National Bank of Boston, Dividend Reinvestment Unit, Mail Stop: 45-01-06, P.O.
Box 1681, Boston, MA 02105-1681. A withdrawal/termination form is provided on
the reverse side of the account statement for this purpose. As an alternative,
participants may request a certificate be issued to them in the same
registration by calling The First National Bank of Boston at 1-800-736-3001.
When certificates are issued to the participant, future dividends on these
shares will be treated in accordance with the instructions indicated on the
participant's Authorization Form. Participants who joined the Plan initially as
customers or as employees through payroll deductions will need to complete a new
Authorization Form to change their enrollment if they wish to receive cash
dividends on the newly issued certificate shares.
COSTS
19. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES UNDER
THE PLAN?
No. There are no service charges related to purchases and all costs of
administration of the Plan are paid by the Company. There are costs associated
with sales from the Plan, however, as described under Question 26.
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REPORTS TO PARTICIPANTS
20. HOW WILL PARTICIPANTS BE ADVISED OF THEIR PURCHASE OF STOCK?
As soon as practicable after each purchase a participant will receive a
statement of account. These statements are a participant's continuing record of
the cost of purchases made through the Plan and SHOULD BE RETAINED FOR TAX
PURPOSES. In addition, each participant will receive copies of the same
communications sent to every other shareholder, including the quarterly reports,
annual report, notice of stockholders' meeting and proxy statement, and income
tax information for reporting dividends paid. PARTICIPANTS SHOULD BE AWARE THAT
IT IS IMPORTANT TO RETAIN ALL STATEMENTS RECEIVED AS THERE COULD BE A FEE
INCURRED WHEN REQUESTING THE AGENT TO SUPPLY PAST HISTORY.
DIVIDENDS
21. WILL PARTICIPANTS BE CREDITED WITH DIVIDENDS ON SHARES HELD IN THEIR
ACCOUNTS UNDER THE PLAN?
Yes. The Company pays dividends, as declared, to the record holders of all
its shares of stock. As the record holder for participants, the Agent will
receive dividends for all shares credited to participants' accounts on the
record date. It will credit such dividends to participants on the basis of full
and fractional shares held in their accounts, and will reinvest such dividends
in additional shares.
CERTIFICATES FOR SHARES
22. WILL STOCK CERTIFICATES BE ISSUED FOR SHARES OF COMMON STOCK PURCHASED?
Normally, certificates for shares of Common Stock purchased under the Plan
will not be issued to participants. The number of shares credited to an account
under the Plan will be shown on the participant's statement of account. This
additional service protects against loss, theft or destruction of stock
certificates.
Certificates for any number of shares up to the number of full shares
credited to an account under the Plan will be issued upon written request of a
participant who wishes to remain in the Plan. A withdrawal/termination form is
provided on the reverse side of the account statement for this purpose. This
request should be mailed to The First National Bank of Boston, Dividend
Reinvestment Unit, Mail Stop: 45-01-06, P.O. Box 1681, Boston, MA 02105-1681. As
an alternative, participants may request a certificate be issued to them in the
same registration by calling The First National Bank of Boston at
1-800-736-3001. Any remaining full and fractional shares will continue to be
credited to the participant's account.
Shares credited to the account of a participant under the Plan may not be
pledged. A participant who wishes to pledge such shares must request that
certificates for such shares be issued in the participant's name.
Certificates for fractional shares will not be issued under any
circumstances.
23. IN WHOSE NAME WILL AN ACCOUNT BE MAINTAINED AND CERTIFICATES REGISTERED WHEN
ISSUED?
An account for a participant will be maintained by the Agent in the
participant's name as shown on the Company's records at the time the participant
enters the Plan. When issued, certificates for full shares will be registered in
the account name.
Upon written request, certificates also can be registered and issued in
names other than the account name subject to compliance with any applicable laws
and the payment by the participant of any applicable taxes, provided that the
certificate or stock power bears the signature of the participant and the
signature is guaranteed by a financial institution that is a member of the Stock
Transfer Association approved medallion program such as STAMP, SEMP or MSP.
9
<PAGE> 11
CHANGING METHOD OF PARTICIPATION AND WITHDRAWAL
24. HOW DOES A PARTICIPANT CHANGE HIS METHOD OF PARTICIPATION?
A participant may change his method of participation at any time by
completing an Authorization Form and returning it to the Agent or by submitting
a written request to The First National Bank of Boston, Dividend Reinvestment
Unit, Mail Stop: 45-01-06, P.O. Box 1681, Boston, MA 02105-1681. The
Authorization Form must be received by the Agent on or before the record date of
a dividend in order for the change to be effective for such dividend.
25. MAY A PARTICIPANT WITHDRAW FROM THE PLAN?
Yes. The Plan is entirely voluntary and a participant may withdraw at any
time.
If the request to withdraw is received by the Agent on or before the record
date for any particular dividend, the amount of the dividend and any optional
cash payment, including payroll deductions, which would otherwise have been
invested on such Investment Date will be paid as soon as practicable to the
withdrawing participant. Thereafter all dividends will be paid in cash to the
shareholder. A shareholder or eligible employee may elect to re-enroll in the
Plan at any time by submitting to the Agent a completed Authorization Form.
26. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?
In order to withdraw from the Plan, a participant must notify the Agent in
writing of a withdrawal request. A withdrawal/termination form is provided on
the reverse side of the account statement for this purpose.
This notice should be addressed to The First National Bank of Boston,
Dividend Reinvestment Unit, Mail Stop: 45-01-06, P.O. Box 1681, Boston, MA
02105-1681. When a participant withdraws from the Plan or upon termination of
the Plan by the Company, certificates will be issued for whole shares credited
to the participant's account under the Plan and a cash payment will be made for
any fraction of a share.
Upon withdrawal from the Plan, the participant may request in writing that
all of the shares, both whole and fractional, credited to the participant's
account in the Plan be sold. If a participant requests that shares be sold, the
sale will be made by the Agent in the market within five trading days after
receipt of the request. The participant will receive the proceeds of the sale
less any brokerage commission, transfer tax and a small transaction fee. The
transaction fee will be equal to 5% of the total sales value with a $1 minimum
and $15 maximum charge.
Participants should be aware that Common Stock prices may fall during the
period between a request for sale, its receipt by the Agent, and the ultimate
sale in the open market within five business days after receipt. This risk
should be evaluated by the participant and is a risk to be borne solely by the
participant. No redemption check will be mailed to the participant prior to
settlement of funds from the brokerage firm which usually is three business days
after the sale of shares. (Effective June 7, 1995 settlement of shares will be
changed to occur on the third business day.) The participant's interest in any
fractional share held at termination will be paid in cash at the then current
market value of the Common Stock when the transaction is processed. Participants
should maintain their statement of account as their record for income tax
purposes. Information regarding the redemption of shares will be furnished to
the Internal Revenue Service.
27. HOW DOES AN EMPLOYEE PARTICIPATING THROUGH PAYROLL DEDUCTIONS WITHDRAW FROM
THE PLAN?
In addition to the withdrawal request sent to the Agent, a participating
employee who has elected payroll deductions must notify the Company's Payroll
Department in writing to discontinue the payroll deductions
10
<PAGE> 12
sufficiently in advance of the employee's next paycheck to allow processing
(normally at least two weeks). If the notice is so received by the Company, no
further payroll deductions will be made and the accumulated amount withheld to
date (even if less than the $50 monthly minimum amount) will be invested on the
next month's Investment Date.
If, however, an employee has withdrawn from the Plan with the Agent prior
to discontinuing their payroll deduction, the accumulated amount withheld will
be paid to the employee in cash.
28. WHAT HAPPENS TO A FRACTION OF A SHARE WHEN A PARTICIPANT WITHDRAWS FROM THE
PLAN?
When a participant withdraws from the Plan a cash adjustment representing
any fraction of a share will be mailed directly to the participant. The cash
payment will be based on the then current market price of the Common Stock when
the transaction is processed.
29. MAY AN EMPLOYEE TERMINATE PARTICIPATION THROUGH PAYROLL DEDUCTIONS AND STILL
REMAIN IN THE PLAN?
Yes. An employee who terminates payroll deductions may leave shares in the
Plan. Dividends paid on shares left in the Plan will continue to be
automatically reinvested in the account. The participant may also continue to
make optional cash payments.
30. MAY A PARTICIPANT WHO HAS WITHDRAWN FROM THE PLAN REJOIN?
Generally, a shareholder, customer or employee may again become a
participant at any time. However, the Company reserves the right to reject any
former participant on the grounds of excessive joining and termination.
OTHER INFORMATION
31. WHAT HAPPENS WHEN A PARTICIPANT SELLS OR TRANSFERS ALL OF THE CERTIFICATE
SHARES REGISTERED IN THE PARTICIPANT'S NAME?
If a participant disposes of all shares of stock registered in the
participant's name in certificate form, the Agent will continue to reinvest the
dividends on the shares credited to the account under the Plan. As long as there
are shares credited to a participant's account, that participant will remain a
participant in the Plan until the participant notifies the Agent of a desire to
terminate their participation. However, if a participant has only a fractional
share of stock credited to the participant's account under the Plan on the
record date for any cash dividend on the Common Stock, the Company reserves the
right not to reinvest any additional dividends on such fractional share. If the
Company exercises this right, the participant will receive a cash adjustment
representing such fraction of a share plus the amount of the cash dividend on
such fraction. The cash payment for the fractional share will be based on the
then current market price of the Common Stock when the transaction is processed.
32. IF THE COMPANY SELLS ADDITIONAL SHARES OF COMMON STOCK THROUGH A RIGHTS
OFFERING, HOW WILL THE RIGHTS ON PLAN SHARES BE HANDLED?
In a rights offering, the participant will receive rights based upon shares
held of record and whole shares credited to the participant's account under the
Plan.
33. WHAT HAPPENS IF THE COMPANY DECLARES A STOCK SPLIT?
Any split shares distributed by the Company on shares credited to the
account of a participant under the Plan will be added to the participant's
account. Split shares distributed on shares held directly by participants
11
<PAGE> 13
will be mailed to such participants in the same manner as to shareholders who
are not participating in the Plan.
34. HOW WILL A PARTICIPANT'S SHARES HELD UNDER THE PLAN BE VOTED AT MEETINGS OF
SHAREHOLDERS?
If shares registered in the name of a participant in the Plan are voted by
the participant on any matter submitted to a meeting of shareholders, the Agent
will vote any shares held in the participant's account under the Plan in
accordance with the participant's proxy for the shares registered in the
participant's name. If the participant desires to vote in person at the meeting,
a proxy for shares credited to the participant's account under the Plan may be
obtained upon written request received by the Agent at least 15 days before the
meeting.
If no instructions are received on a returned proxy card or instruction
form, properly signed, with respect to any item thereon, all of a participant's
shares -- those registered in the participant's name, if any, and those credited
to the participant's account under the Plan -- will be voted in the same manner
as for nonparticipating shareholders who return proxies and do not provide
instructions -- in accordance with the recommendations of the Company
management. If the proxy card or instruction form is not returned or if it is
returned unsigned, none of the participant's shares will be voted unless the
participant votes in person.
35. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
a. Reinvested Dividends
Reinvested dividends will be subject to federal income tax as follows. A
participant will realize, on the Investment Date, a taxable dividend in an
amount equal to the fair market value on that date of the shares acquired with
the reinvested dividends, rather than the amount of cash otherwise payable to
the participant. The tax basis of shares purchased with reinvested dividends
will also equal the fair market value of the shares on the Investment Date. For
purposes of this paragraph, the "fair market value" of shares acquired with
reinvested dividends will be the average of the daily high and low sale prices
of the shares reported as New York Stock Exchange -- Composite Transactions for
the Investment Date.
In the case of a stockholder who is subject to backup withholding tax on
dividends under the Plan, or a foreign stockholder whose dividends are subject
to United States income tax withholding, the amount of the tax to be withheld
will be deducted from the amount of the dividends and only the reduced amount
will be reinvested in common stock.
b. Optional Cash Payments
Participants who purchase shares with optional cash payments realize no
taxable income at the time of the purchase. However, an employee of the Company
who participates in the payroll deduction aspect of the Plan will have the same
federal income tax obligations with respect to the payroll deductions as he
would have had if the money were not deducted from his paycheck. A participating
employee will be treated for federal income tax purposes as having received the
full amount of his salary for that pay day -- even though he actually received
that amount less the payroll deductions.
For shares purchased from the Company, the tax basis of shares purchased
with optional cash payments is the amount paid for the shares.
In the event that the Agent purchases shares on the open market to satisfy
the requirements of the Plan (see Question 15), a participant will be deemed to
have received a taxable dividend in the amount of the brokerage commissions paid
by the Company and attributable to purchases on behalf of the participant. The
participant's tax basis in those shares will in that case include the
participant's portion of the brokerage commissions paid by the Company whether
through reinvested dividends or optional cash investments.
12
<PAGE> 14
c. General
A participant's holding period for shares acquired pursuant to the Plan
will begin on the day following the applicable Investment Date.
A participant will not realize any taxable income solely as a result of
receiving a certificate for whole shares credited to the participant's account,
either upon request for certain of those shares or upon withdrawal from or
termination of the Plan.
A participant will recognize gain or loss when shares are sold, whether
such sale is pursuant to a request upon the participant's withdrawal from the
Plan or takes place after withdrawal from or termination of the Plan. A
participant will also recognize a gain or loss upon receipt of a cash payment
for a fraction of a share. In either event, the amount of the gain or loss will
be the difference between the amount which the participant receives for the
shares or fraction of a share and the tax basis thereof.
All participants are urged to consult their own tax advisors to determine
the particular tax consequences -- federal, state and local -- which may result
from their participation in the Plan and the subsequent disposal by them of
shares purchased pursuant to the Plan. The income tax consequences for
participants who do not reside in the United States will vary from jurisdiction
to jurisdiction.
36. MAY THE PLAN BE CHANGED OR DISCONTINUED?
While the Company hopes to continue the Plan indefinitely, the Company
reserves the right to amend, suspend, modify or terminate the Plan at any time.
Notice of any such amendment, suspension, modification or termination will be
sent to participants.
37. WHAT IS THE RESPONSIBILITY OF THE COMPANY AND THE AGENT UNDER THE PLAN?
The Company and the Agent administering the Plan will not be liable for any
act done in good faith or for any omission to act in good faith, including,
without limitation, any claim of liability arising out of the failure to
terminate a participant's account upon such participant's death prior to receipt
of notice in writing of such death.
The participant should recognize that neither the Company nor the Agent can
assure a profit or protect against a loss on the shares purchased under the
Plan.
38. WHO INTERPRETS AND REGULATES THE PLAN?
The Company reserves the right to interpret and regulate the Plan as may be
necessary or desirable in connection with the operation of the Plan.
USE OF PROCEEDS
Although the Company does not know whether all of the 2,205,791 shares of
Common Stock covered by this Prospectus will be sold or the exact prices at
which they will be sold, the minimum aggregate proceeds if all such shares are
sold will be $33,086,865 before deducting expenses of the offering. The proceeds
of any sales will be used for capital expenditures for extensions, additions and
improvements to the Company's utility plant and properties or for the payment of
short-term debt balances of the Company.
13
<PAGE> 15
DESCRIPTION OF CAPITAL STOCK
The capital stock of the Company consists of Common Stock, par value $1 per
share, of which 100,000,000 shares have been authorized and 45,738,606 shares
had been issued as of May 1, 1995; Cumulative Preferred Stock, par value $100
per share, which may be issued in series and of which 180,000 shares of the
4.25% Series, 250,000 shares of the 4.78% Series, 440,000 shares of the 7.27%
Series, 500,000 shares of the 8.00% Series, 400,000 shares of the 8.25% Series
(evidenced by 1,600,000 depository shares each representing a one-fourth
interest in a share of the 8.25% Series) and 400,000 shares of the 7.75% Series
(evidenced by 1,600,000 depository shares each representing a one-fourth
interest in a share of the 7.75% Series) have been authorized and as of May 1,
1995 were issued; and 8,000,000 authorized shares of Preference Stock, par value
$1 per share, which may be issued in series none of which was outstanding as of
May 1, 1995.
Subject to the preferential rights of holders of the Cumulative Preferred
Stock and the Cumulative Preference Stock to receive full cumulative dividends
at the annual dividend rate fixed for each series and designated in the title
thereof, dividends on Common Stock may be declared and paid as the Board of
Directors may determine.
Except as provided by Massachusetts law or in the Restated Articles of
Organization of the Company, holders of the Common Stock shall have the
exclusive right to vote for the election of Directors and for any other purpose
or on any other subject. The Restated Articles of Organization provide, however,
that whenever dividends on any shares of any series of the Cumulative Preferred
Stock shall have accrued and remain unpaid in an amount equal to six quarterly
dividends thereon, holders of the Cumulative Preferred Stock shall have the
exclusive right, voting separately as a class, to elect a majority of the
Directors until all dividends in default thereon shall have been paid or
declared and set apart for payment, and the remaining Directors shall be elected
by the holders of the Common Stock. In addition, the Restated Articles of
Organization provide that whenever dividends on any shares of any series of
Preference Stock have accrued and remain unpaid in an amount equal to six full
quarterly dividends thereon, holders of the Preference Stock, voting as a class,
have the right to elect two directors if the total number of directors
constituting the full Board of Directors is five or more, or one director if
such total number is three or four, until all accrued and unpaid dividends on
shares of Preference Stock have been paid in full or set apart for payment.
Under the Restated Articles of Organization, the affirmative vote of certain
percentages of the Cumulative Preferred Stock is required for any change in the
provisions of the Cumulative Preferred Stock which would be substantially
prejudicial to the holders thereof, the creation of any class of stock ranking
prior to or on a parity with the Cumulative Preferred Stock or, unless certain
requirements as to net income and as to the amount of capital, paid-in premiums
and earned surplus are met, the issuance of any additional shares of Cumulative
Preferred Stock or of any such prior or parity stock, or for the merger or
consolidation of the Company or the sale or transfer of its assets unless
required by order of regulatory authorities or unless, in the case of a merger
or consolidation, the Company is the surviving corporation. The Restated
Articles of Organization further provide that stockholders entitled to vote at
any meeting shall have one vote for each share of stock owned by them.
In the event of liquidation, dissolution or winding up of the affairs of
the Company or distribution of its capital, holders of the four series of
Cumulative Preferred Stock now outstanding are entitled to receive $100 per
share if involuntary or the applicable redemption price if voluntary. Upon any
liquidation, dissolution or winding up of the Company, holders of any Series of
Preference Stock hereinafter issued, are entitled to receive, subject to the
prior preferential rights of the Cumulative Preferred Stock, the amount fixed
and determined by the Board of Directors for such Series. If any of such events
occur, after payment to holders of the Cumulative Preferred Stock and the
Preference Stock of the foregoing distributive amounts, the remaining assets and
funds of the Company shall be distributed among the holders of Common Stock.
14
<PAGE> 16
The Company's Restated Articles of Organization and Bylaws contain certain
provisions that may be viewed as having an anti-takeover effect, including
provisions establishing a classified Board of Directors and requiring a
supermajority vote of the disinterested stockholders to approve certain business
transactions with a stockholder owning more than 5% of the outstanding shares of
the Company's Common Stock. The Company is also subject to Chapter 110F of the
Massachusetts General Laws, that, in general provides that for three years after
an acquiror has purchased 5% or more of the stock of a company, the acquiror may
not complete the acquisition through merger, sale or pledge of the assets of the
company, or engage in other self-dealing transactions. Holders of the Common
Stock have no conversion or preemptive rights and are not liable to further call
or assessment.
LEGAL OPINIONS
The validity of the additional Common Stock is being passed upon for the
Company by Ropes & Gray, One International Place, Boston, Massachusetts, counsel
for the Company. Thomas G. Dignan, Jr., a partner of Ropes & Gray, is a director
of the Company.
EXPERTS
The consolidated balance sheets and schedules of capital stock and
indebtedness of the Company as of December 31, 1994 and 1993 and the
consolidated statements of income, retained earnings, and cash flows for each of
the three years in the period ended December 31, 1994, incorporated by reference
in this Prospectus, have been incorporated herein in reliance on the report of
Coopers & Lybrand L.L.P., independent accountants, given on the authority of
that firm as experts in accounting and auditing.
With respect to the unaudited interim consolidated financial information
for the periods ended March 31, 1995 and 1994, incorporated by reference in this
Prospectus, Coopers & Lybrand L.L.P. has reported that they have applied limited
procedures in accordance with professional standards for a review of such
information. However, their separate reports included in the Company's Quarterly
Reports on Form 10-Q for the quarter ended March 31, 1995, and incorporated by
reference herein, state that they did not audit and they do not express an
opinion on that interim consolidated financial information. Accordingly, the
degree of reliance on their reports on such information should be restricted in
light of the limited nature of the review procedures applied. Coopers & Lybrand
L.L.P. are not subject to the liability provisions of Section 11 of the
Securities Act of 1933, as amended (the Act), for their report on the unaudited
interim consolidated financial information because such report is not a "report"
or a "part" of the Registration Statement prepared or certified by Coopers &
Lybrand L.L.P. within the meaning of Sections 7 and 11 of the Act.
Ropes & Gray has reviewed the statements as to matters of law and legal
conclusions under the caption "Description of Capital Stock" herein. Such
statements are included on the authority of such firm.
15
<PAGE> 17
No dealer, salesman or any
other person has been authorized to
give any information or to make any
representations other than those
contained in this Prospectus, and,
if given or made, such other
information or representations must Boston Edison
not be relied upon as having been
authorized by the Company. Neither DIVIDEND
the delivery of this Prospectus nor REINVESTMENT AND
any sale made hereunder shall, under COMMON STOCK
any circumstances, create any PURCHASE PLAN
implication that there has been no
change in the affairs of the Company
since the date hereof. This
Prospectus does not constitute an
offer by the Company to sell
securities in any State to any
person to whom it is unlawful for
the Company to make such offer in
such State. This Prospectus relates
only to the additional Common Stock
offered hereby and is not to be
relied upon in connection with the
purchase or sale of any other
securities of the Company.
TABLE OF CONTENTS
<TABLE> ----------
<S> <C> PROSPECTUS
Available Information.................. 2 ----------
Incorporation of Certain Documents
by Reference......................... 2
The Company............................ 3
Description of the Plan................ 3
Purpose................................ 3
Advantages............................. 3
Administration......................... 3
Participation.......................... 4
Participation by Shareholders.......... 4
Participation by Customers and
Employees............................ 5
Optional Cash Payments................. 5 May 31, 1995
Payroll Deductions for Employees....... 6
Dividend Reinvestment.................. 7
Purchases.............................. 7
Costs.................................. 8
Reports to Participants................ 9
Dividends.............................. 9
Certificates for Shares................ 9
Changing Method of Participation
and Withdrawal....................... 10
Other Information...................... 11
Use of Proceeds........................ 13
Description of Capital Stock........... 14
Legal Opinions......................... 15
Experts................................ 15
</TABLE>
<PAGE> 18
<TABLE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<S> <C>
S.E.C. Filing Fee.................................................... $16,766
Massachusetts Department of Public
Utilities Filing Fee............................................... 2,300
Printing*............................................................ 8,000
Accounting Fees*..................................................... 5,000
Legal Fees and Expenses*............................................. 4,000
Miscellaneous*....................................................... 1,934
-------
$38,000
=======
- - ----------
<FN>
* Estimated.
</TABLE>
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
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
II-1
<PAGE> 19
then in office; (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 and 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 16. EXHIBITS.
Exhibit
II-2
<PAGE> 20
<TABLE>
<CAPTION>
Number Description of Exhibit
<S> <C>
5 -- Opinion of Ropes & Gray
15 -- Letter re Unaudited Interim Financial Information
23.1 -- Consent of Coopers & Lybrand L.L.P.
23.2 -- The Consent of Ropes & Gray is contained in their
opinion filed as Exhibit 5 to this Registration
Statement
24.1 -- Powers of Attorney
</TABLE>
ITEM 17. Undertakings.
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:
(a) to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933.
(b) 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;
(c) 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) and (b) do 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
15 (d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for purposes of determining any liability under 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 as that time shall be deemed to be the initial bona
fide offering thereof.
II-3
<PAGE> 21
(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.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 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 bone fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the 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 against the registrant 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.
II-4
<PAGE> 22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets the
requirements for filing of Form S-3 and has duly caused 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 the
30th day of May, 1995.
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 date indicated.
PRINCIPAL EXECUTIVE OFFICER:
THOMAS J. MAY, Chairman and
Chief Executive Officer
PRINCIPAL ACCOUNTING OFFICER:
Robert J. Weafer, Jr.,
Vice President, Controller and
Chief Accounting Officer
PRINCIPAL FINANCIAL OFFICER:
CHARLES E. PETERS, Jr. Senior
Vice President-Finance
DIRECTORS:
WILLIAM F. CONNELL
GARY L. COUNTRYMAN
GEORGE W. DAVIS
THOMAS G. DIGNAN, JR.
By /s/ CHARLES E. PETERS, JR.
CHARLES K. GIFFORD -------------------------------------
(CHARLES E. PETERS, Jr., as attorney
NELSON S. GIFFORD in fact and on his own behalf as
Principal Financial Officer)
KENNETH I. GUSCOTT
May 30, 1995
MATINA S. HORNER
THOMAS J. MAY
SHERRY H. PENNEY
BERNARD W. REZNICEK
HERBERT ROTH, JR.
STEPHEN J. SWEENEY
II-5
<PAGE> 1
EXHIBIT 5
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2624
(617) 951-7000
TELECOPIER: (617) 951-7050
May 31, 1995
Boston Edison Company
800 Boylston Street
Boston, Massachusetts 02199
Gentlemen:
We are furnishing this opinion in connection with the proposed issue by
Boston Edison Company (the "Company") of 2,000,000 additional shares of its
Common Stock, $1.00 par value (the "Shares"), pursuant to its Dividend
Reinvestment and Common Stock Purchase Plan (the "Plan").
We have acted as counsel for the Company in connection with the issue and
sale of the Shares and are familiar with the proceedings taken by the Company in
respect thereof. We have examined originals, certified or attested copies of
such certificates, records and documents as we deem necessary for the purposes
of this opinion.
Based upon the foregoing, we are of the opinion that:
(1) When the Registration Statement relating to the Shares has been
declared effective, no further authorization, consent or approval by any
regulatory authority will be required for the valid issuance and sale of the
Shares (except under the so-called "Blue Sky" or securities laws of the several
states, as to the applicability of which we express no opinion).
(2) Upon issuance and sale of the Shares in accordance with the terms of
the Plan, the Shares will be validly issued, fully paid and nonassessable.
We understand that this opinion is to be used in connection with the
Company's Registration Statement relating to the Shares filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
We consent to the filing of this opinion with and as a part of the Registration
Statement and to the use of our name therein and in the related Prospectus under
the captions "Legal Opinions" and "Experts".
Very truly yours,
/s/ ROPES & GRAY
Ropes & Gray
<PAGE> 1
EXHIBIT 15
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Boston Edison Company Registration on Form S-3
Ladies and Gentlemen:
We are aware that our report dated April 27, 1995 on our review of interim
financial information of Boston Edison Company for the period ended March 31,
1995 and included in the Company's quarterly report on Form 10-Q for the quarter
then ended is 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 Section 7 and 11 of the Act.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
May 31, 1995
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of Boston Edison Company (the "Company") on Form S-3 of our report dated January
26, 1995, on our audits of the financial statements of Boston Edison Company as
of December 31, 1994 and 1993, and for each of the three years in the period
ended December 31, 1994, 1993 and 1992, which report is included in the Annual
Report on Form 10-K of Boston Edison Company.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
May 31, 1995
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
We, the undersigned officers and directors of Boston Edison Company (the
"Company"), hereby severally constitute Thomas J. May, Charles E. Peters, Jr.,
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 and any and all amendments thereto filed or to
be filed with the Securities and Exchange Commission for the purpose of
registering shares of Common Stock, $1 par value, of the Company to be issued
pursuant to the Boston Edison Company Dividend Reinvestment and Common Stock
Purchase 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.
<TABLE>
WITNESS our hands and common seal on the respective dates set forth below.
<S> <C> <C>
/s/ THOMAS J. MAY Chairman of the Board, May 30, 1995
- - -------------------------- Chief Executive
THOMAS J. MAY Officer and Director
/s/ CHARLES E. PETERS, JR. Senior Vice President- May 30, 1995
- - -------------------------- Finance
CHARLES E. PETERS, JR.
/s/ ROBERT J. WEAFER, JR. Vice President, May 30, 1995
- - -------------------------- Controller and Chief
ROBERT J. WEAFER, JR. Accounting Officer
/s/ WILLIAM F. CONNELL Director May 11, 1995
- - --------------------------
WILLIAM F. CONNELL
/s/ GARY L. COUNTRYMAN Director May 30, 1995
- - --------------------------
GARY L. COUNTRYMAN
/s/ GEORGE W. DAVIS Director May 30, 1995
- - --------------------------
GEORGE W. DAVIS
/s/ THOMAS G. DIGNAN, JR. Director May 11, 1995
- - --------------------------
THOMAS G. DIGNAN, JR.
/s/ CHARLES K. GIFFORD Director May 12, 1995
- - --------------------------
CHARLES K. GIFFORD
/s/ NELSON S. GIFFORD Director May 30, 1995
- - --------------------------
NELSON S. GIFFORD
</TABLE>
<PAGE> 2
<TABLE>
<S> <C> <C>
/s/ KENNETH I. GUSCOTT Director May 30, 1995
- - --------------------------
KENNETH I. GUSCOTT
/s/ MATINA S. HORNER Director May 15, 1995
- - --------------------------
MATINA S. HORNER
/s/ THOMAS J. MAY Director May 30, 1995
- - --------------------------
THOMAS J. MAY
/s/ SHERRY H. PENNEY Director May 30, 1995
- - --------------------------
SHERRY H. PENNEY
/s/ HERBERT ROTH, JR. Director May 30, 1995
- - --------------------------
HERBERT ROTH, JR.
/s/ BERNARD W. REZNICEK Director May 30, 1995
- - --------------------------
BERNARD W. REZNICEK
/s/ STEPHEN J. SWEENEY Director May 30, 1995
- - --------------------------
STEPHEN J. SWEENEY
Director
- - --------------------------
PAUL E. TSONGAS
</TABLE>
