As filed with the Commission on July 9, 1997 File No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BOSTON EDISON COMPANY
(Exact name of issuer as specified in its charter)
Massachusetts 04-1278810
- ------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
800 Boylston Street
Boston, Massachusetts 02199
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(Address of principal executive offices, including zip code)
BOSTON EDISON
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1997 Stock Incentive Plan
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(Full title of the plan)
Copy to:
Theodora S. Convisser, Clerk Boston Edison Company
800 Boylston Street Boston, MA 02199
(617) 424-2000
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(Name, address and telephone
number of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
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Title of Amount Proposed Proposed Amount of
Securities to be maximum maximum registration
to be registered(1) offering aggregate fee
registered price per(2) offering
share price(2)
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Common Stock 2,000,000 $ 27.94 $ 55,880,000 $ 16,932.00
par value, $1.00
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</TABLE>
(1) Plus such indeterminate number of additional shares as may be required in
the event of a stock dividend, stock split, combination of shares or other
change in the capitalization of Boston Edison Company.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) of the basis of the average of the high (28.125) and
low (27.75) prices of the (Boston Edison Company) Common Stock, par value $1.00,
reported on the New York Stock Exchange on July 7, 1997, which date is
within five (5) business days of the filing hereof.
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Item 3. Incorporation of Documents by Reference.
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Boston Edison Company (the "Registrant" or the "Company") hereby
incorporates the following documents herein by reference:
(a) The registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, filed pursuant to the Securities Exchange Act of 1934
(the "Exchange Act").
(b) The registrant' Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997, filed pursuant to the Exchange Act.
(c) All other reports filed by the registrant with the Commission
pursuant to Section 13(a) or Section 15(d) of the Exchange Act since the end of
the fiscal year covered by the registrant's annual report referred to above.
(d) The description of the Company's Common Stock, $1.00 par value,
contained in the Company's Registration Statement on Form 10 (Registration No.
1-904) in respect of the Company's Common Stock, filed pursuant to Section 12 of
the Exchange Act.
Item 6. Indemnification of Directors and Officers.
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The corporation shall, to the extent legally permissible, indemnify
each of its directors and officers (including persons who serve at its request
as directors, officers, or trustees of another organization in which it has any
interest, as a shareholder, creditor or otherwise) against all liabilities and
expenses, including amounts paid in satisfaction of judgments, in compromise or
as fines and penalties, and counsel fees, reasonably incurred by such person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, in which such person may be involved or
with which such person may be threatened, while in office or thereafter, by
reason of such person's being or having been such a director, officer or
trustee, except with respect to any matter as to which such person shall have
been adjudicated in any proceeding not to have acted in good faith in the
reasonable belief that his or her action was in the best interests of the
corporation; provided, however, that as to any matter disposed of by a
compromise payment by such director or officer, pursuant to a consent decree or
otherwise, no indemnification either for said payment or for any other expenses
shall be provided unless such compromise shall be approved as in the best
interests of the corporation after notice that it involves such indemnification:
(a) by a disinterested majority of the directors then in office, or (b) by a
majority of the disinterested directors then in office, provided that there has
been obtained an opinion in writing of independent legal counsel to the effect
that such director or officer appears to have acted in good faith in the
reasonable belief that his or her action was in the best interests of the
corporation; or (c) by the holders of a majority of the outstanding stock at the
time entitled to vote for directors, voting as a single class, exclusive of any
stock owned by any interested director or officer. Each director or officer of
the corporation shall, in the performance of his or her duties, be fully
protected in relying in good faith upon the books of account of the corporation,
reports made to the corporation by any of its officers or employees or by
counsel, accountants, appraisers or other experts or consultants selected with
reasonable care by the
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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.
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Item 8. Exhibits.
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Exhibit
Number
- ------
5. Opinion of Ropes & Gray as to legality of the securities being
issues.
15. Letter re: Unaudited Interim. Financial Information.
23.1. Consent of Ropes & Gray (included in its opinion filed as
Exhibit 5).
23.2. Consent of Coopers & Lybrand.
24. Power of Attorney.
Item 9. Undertakings.
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(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement; (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933; (ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof), which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
and (iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (ii) shall not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) that, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly authorized this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boston and the Commonwealth of Massachusetts, on
this 2nd day of July, 1997.
BOSTON EDISON COMPANY
By:/s/ JAMES J. JUDGE
--------------------
JAMES J. JUDGE
Senior Vice President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Principal Executive Officer:
THOMAS J. MAY, Chairman, President
and Chief Executive Officer
Principal Financial Officer:
JAMES J. JUDGE
Senior Vice President and Treasurer
Principal Accounting Officer:
ROBERT J. WEAFER, JR.,
Vice President, Controller
and Chief Accounting Officer
By:/s/ JAMES J. JUDGE
--------------------
Directors: JAMES J. JUDGE
(as attorney-in-fact and
on his own behalf as
GARY L. COUNTRYMAN Principal Financial Officer)
THOMAS G. DIGNAN, JR.
CHARLES K. GIFFORD July 2, 1997
NELSON S. GIFFORD
MATINA S. HORNER
THOMAS J. MAY
SHERRY H. PENNEY
HERBERT ROTH, JR.
STEPHEN J. SWEENEY
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EXHIBIT 5
Ropes & Gray
One International Place
Boston, Massachusetts 02110-2624
(617) 951-7000
FAX: (617) 951-7050
WRITER'S DIRECT DIAL NUMBER: (617) 951-7473
WRITER'S E-MAIL ADDRESS: [email protected]
July 8, 1997
Boston Edison Company
800 Boylston Street
Boston, MA 02199
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-8 and all exhibits thereto (the "Registration Statement"),
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, for the registration of 2,000,000 shares of common stock,
$1.00 par value (the "Shares"), of Boston Edison Company, a Massachusetts
corporation (the "Company") issuable pursuant to Company's 1997 Stock Incentive
Plan (the "Plan"). Under Massachusetts law, approval of the Massachuetts
Department of Public Utilities is required in order for the Company to issue the
Shares. The Plan provides that shares delivered under the Plan may be authorized
but unissued shares, or previously issued shares acquired by the Company, or an
independent agent of the Company, in the open market or in private transactions.
This opinion relates only to shares of authorized but unissed shares issued in
connection with the Plan.
We have acted as counsel for the Company and are familiar with the
actions taken by the Company in connection with the Plan. For purposes of this
opinion we have examined the Registration Statement, the Plan and such other
documents, records, certificates and other instruments as we have deemed
necessary.
Based upon the foregoing, we are of the opinion that, when the Company
has received all necessary approvals of the Massachusetts Department of Public
utilities and the Shares have been issued and sold and consideration received
therefor by the Company all in accordance with the terms of the Plan, the Shares
will be validly issued, fully paid and nonassessable.
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement and to the use of our name therein.
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It is understood that this opinion is to be used only in connection
with the offer and sale of the Shares while the Registration Statement is in
effect.
Very truly yours,
/s/ ROPES & GRAY
Ropes & Gray
DAF/kmd:3205092.01
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EXHIBIT 15
LETTER RE UNAUDITED INTERIM
FINANCIAL INFORMATION
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Boston Edison Company Registration on Form S-8
We are aware that our report dated May 14, 1997 on our review of the
interim financial information of Boston Edison Company as of March 31, 1997 and
for the quarter then ended, included in the Company's quarterly report on Form
10-Q, 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 Sections 7 and 11 of the Act.
/s/ COOPERS & LYBRAND L.L.P.
----------------------------
COOPERS & LYBRAND LLP
Boston, Massachusetts
July 2, 1997
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Boston Edison Company on Form S-8 of our report dated January 23,
1997, on our audits of the consolidated financial statements and financial
statement schedules of Boston Edison Company as of December 31, 1996, and 1995
and each of the years in the period ended December 31, 1996, 1995, and 1994
which report is included in the Annual Report on Form 10-K of Boston Edison
Company.
/s/ COOPERS & LYBRAND L.L.P.
----------------------------
COOPERS & LYBRAND LLP
Boston, Massachusetts
July 2, 1997
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EXHIBIT 24
POWER OF ATTORNEY
We, the undersigned officers and directors of Boston Edison Company,
hereby severally constitute Thomas J. May, James J. Judge, and Douglas S. Horan
and each of them singly, our true and lawful attorneys, with full power to them
and each of them to sign for us, and in our names in the capacities indicated
below, the registration statement on Form S-8 and any and all amendments thereto
filed or to be filed with the Securities and Exchange Commission for the purpose
of registering the Common Stock of the Company to be issued pursuant to the
Boston Edison Company Performance Share Plan, hereby ratifying and confirming
our signatures as they may be signed by our said attorneys to said registration
statement and any and all amendments thereto.
Witness our hands and common seal on the respective dates set forth
below.
/s/ THOMAS J. MAY Chairman of the Board, June 26, 1997
- --------------------------- President and Chief
THOMAS J. MAY Executive Officer
and Director
/s/ JAMES J. JUDGE Senior Vice President and June 26, 1997
- --------------------------- Treasurer
JAMES J. JUDGE
/s/ ROBERT J. WEAFER, JR. Vice President, Controller June 26, 1997
- --------------------------- and Chief Accounting Officer
ROBERT J. WEAFER, JR.
/s/ GARY L. COUNTRYMAN Director June 26, 1997
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GARY L. COUNTRYMAN
/s/ THOMAS G. DIGNAN, JR. Director June 26, 1997
- ----------------------------
THOMAS G. DIGNAN, JR.
/s/ CHARLES K. GIFFORD Director June 26, 1997
- ----------------------------
CHARLES K. GIFFORD
/s/ NELSON S. GIFFORD Director June 26, 1997
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NELSON S. GIFFORD
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/s/ MATINA S. HORNER Director June 26, 1997
- ----------------------------
MATINA S. HORNER
/s/ SHERRY H. PENNEY Director June 26, 1997
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SHERRY H. PENNEY
/s/ HERBERT ROTH, JR. Director June 26, 1997
- ----------------------------
HERBERT ROTH, JR.
/s/ STEPEHN J. SWEENEY Director June 26, 1997
- ----------------------------
STEPHEN J. SWEENEY
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