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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549-1004
FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
COMMISSION FILE NUMBER 1-2301
BOSTON EDISON COMPANY
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(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-1278810
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 BOYLSTON STREET, BOSTON, MASSACHUSETTS 02199
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(Address of principal executive offices) (Zip Code)
(617) 424-2000
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(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [ x ] NO [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Outstanding at
Class of Common Stock March 15, 2000
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Common Stock, $1 par value 100 shares
The Company meets the conditions set forth in General Instruction I(1)(a) and
(b) of Form 10-K as a wholly-owned subsidiary and is therefore filing this Form
with the reduced disclosure format.
Documents Incorporated by Reference Part in Form 10-K
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None Not Applicable
List of Exhibits begins on page 35 of this report.
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NOTICE
This Form 10-K/A, dated September 29, 2000, amends Boston Edison Company's 1999
Form 10-K as filed on April 13, 2000. Certain additional material contracts, as
listed within Part IV, Item 14, "Exhibits, Financial Statement Schedules and
Reports on Form 8-K", are incorporated by reference from the 1999 NSTAR Form 10-
K/A, Amendment No. 1, as filed on September 29, 2000. Item 14 is provided in
this filing in its entirety and should be read in conjunction with Boston Edison
Company's 1999 Form 10-K.
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PART IV
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Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The following documents are filed as part of this Form 10-K:
1. Financial Statements:
Page
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Consolidated Statements of Income for the years ended
December 31, 1999, 1998 and 1997 20
Consolidated Statements of Retained Earnings for the
years ended December 31, 1999, 1998 and 1997 20
Consolidated Balance Sheets as of December 31, 1999 and 1998 21
Consolidated Statements of Cash Flows for the years
ended December 31, 1999, 1998 and 1997 22
Notes to Consolidated Financial Statements 23
Report of Independent Accountants 19
2. Financial Statement Schedules:
Schedule II Valuation and Qualifying Accounts -
Years Ended December 31, 1999, 1998 and 1997 46
3. Exhibits:
Refer to the exhibits listing beginning on the following page.
(b) Reports on Form 8-K
None
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BOSTON EDISON COMPANY (REGISTRANT)
INCORPORATED HEREIN BY REFERENCE:
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Exhibit 3 Articles of Incorporation and By-Laws Exhibit SEC Docket
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3.1 Restated Articles of Organization 3.1 1-2301
Form 10-Q for the quarter
ended June 30, 1994.
3.2 Boston Edison Company Bylaws 3.1 1-2301
April 19, 1977, as amended January 22, 1987, Form 10-Q for the quarter
January 28, 1988, May 24, 1988 and November 22, 1989 ended June 30, 1994.
Exhibit 4 Instruments Defining the Rights of Security Holders,
Including Indentures
4.1 Medium-Term Notes Series A - Indenture dated 4.1 1-2301
September 1, 1988, between Boston Edison Company and Form 10-Q for the quarter
Bank of Montreal Trust Company ended September 10, 1988.
4.1.1 First Supplemental Indenture dated June 1, 1990 to 4.1 1-2301
Indenture dated September 1, 1988 with Bank of Form 8-K dated June 28,
Montreal Trust Company - 9 7/8% debentures due 1990.
June 1, 2020
4.1.2 Indentures of Trust and Agreement among the City of 4.1.26 1-2301
Boston, Massachusetts (acting by and through its Form 10-K for the year
Industrial Development Financing Authority) and ended December 31, 1991.
Harbor Electric Energy Company and Shawmut Bank,
N.A., as Trustees dated November 1, 1991.
4.1.3 Votes of the Pricing Committee of the Board of 4.1.27 1-2301
Directors of Boston Edison Company taken August 5, Form 10-K for the year
1991 re ended December 31, 1991.
9 3/8% debentures due August 15, 2021.
4.1.4 Revolving Credit Agreement dated February 12, 1993. 4.1.24 1-2301
Form 10-K for the year
ended December 31, 1992.
4.1.4.1 First Amendment to Revolving Credit Agreement dated 4.1.10 1-2301
May 19, 1995 Form 10-K for the year
ended December 31, 1995.
4.1.4.2 Second Amendment to Revolving Credit Agreement dated 4.1.4.2 1-2301
July 1, 1997 Form 10-K for the year
ended December 31, 1997.
4.1.5 Votes of the Pricing Committee of the Board of 4.1.25 1-2301
Directors of Boston Edison Company taken September Form 10-K for the year
10, 1992 re ended December 31, 1992.
8 1/4% debentures due September 15, 2022.
4.1.6 Votes of the Pricing Committee of the Board of 4.1.26 1-2301
Directors of Boston Edison Company taken January 27, Form 10-K for the year
1993 re 6.80% debentures due February 1, 2000 ended December 31, 1992.
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Exhibit SEC Docket
4.1.7 Votes of the Pricing Committee of the Board of 4.1.27 1-2301
Directors of Boston Edison Company taken March 5, Form 10-K for the year
1993 re 6.80% debentures due March 15,2003, ended December 31, 1992.
7.80% debentures due March 15, 2023
4.1.8 Votes of the Pricing Committee of the Board of 4.1.28 1-2301
Directors of Boston Edison Company taken August 18, Form 10-K for the year
1993 re 6.05% debentures due August 15, 2000. ended December 31, 1993.
4.1.9 Votes of the Pricing Committee of the Board of 4.1.5 1-2301
Directors of Boston Edison Company taken May 18, Form 10-K for the year
1995 re 7.80% debentures due May 15, 2010. ended December 31, 1995.
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Management agrees to furnish to the Securities and Exchange Commission, upon
request, a copy of any other agreements or instruments of the Registrant
defining the rights of holders of any long- term debt whose authorization does
not exceed 10% of total assets.
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Exhibit 10 Material Contracts
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10.1 Boston Edison Company Deferred Fee Plan dated 10.11 1-2301
January 14, 1993 Form 10-K for the year
ended December 31, 1992.
10.2 Deferred Compensation Trust between Boston Edison 10.10 1-2301
Company and State Street Bank and Trust Company Form 10-K for the year
dated February 2, 1993. ended December 31, 1993.
10.2.1 Amendment No. 1 to Deferred Compensation Trust dated 10.5.1 1-2301
March 31, 1994 Form 10-K for the year
ended December 31, 1994.
10.3 Employment Agreement applicable to Ronald A. Ledgett 10.18 1-2301
dated April 30, 1987 Form 10-K for the year
ended December 31, 1994.
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Exhibit 10 Material Contracts
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10.4 Boston Edison Company Restructuring Settlement 10.12 1-2301
Agreement dated July 1997 Form 10-K for the year
ended December 31, 1997.
10.5 Boston Edison Company and Sithe Energies, Inc. 10.1 1-2301
Purchase and Sale and Transition Agreements dated Form 10-Q for the quarter
December 10, 1997. ended March 31, 1998.
10.6 Boston Edison Company Directors' Deferred Fee Plan 10.11 1-2301
Restatement effective October 1, 1998. Form 10-K for the year
ended December 31, 1999.
10.7 Boston Edison Company and Entergy Nuclear Generation 10.12 1-2301
Company Purchase and Sale Agreement dated November Form 10-K for the year
18, 1998. ended December 31, 1999.
10.8 NSTAR Excess Benefit Plan effective August 25, 1999. 10.1 1-14768 (NSTAR)
Form 10-K/A for the year
ended December 31, 1999.
10.9 NSTAR Supplemental Executive Retirement Plan 10.2 1-14768 (NSTAR)
effective August 25, 1999. Form 10-K/A for the year
ended December 31, 1999.
10.10 Special Supplemental Executive Retirement Agreement 10.3 1-14768 (NSTAR)
between Boston Edison Company and Thomas J. May Form 10-K/A for the year
dated March 13, 1999, regarding Key Executive ended December 31, 1999.
Benefit Plan and Supplemental Executive Retirement
Plan.
10.11 Key Executive Benefit Plan Agreement dated as of 10.4 1-14768 (NSTAR)
October 1, 1983 between Boston Edison Company and Form 10-K/A for the year
Thomas J. May. ended December 31, 1999.
10.12 Key Executive Benefit Plan Agreement dated September 10.5 1-14768 (NSTAR)
1, 1989 between Boston Edison Company and Ronald A. Form 10-K/A for the year
Ledgett. ended December 31, 1999.
10.13 Change in Control Agreement between NSTAR and Thomas 10.9 1-14768 (NSTAR)
J. May dated May 11, 1999. Form 10-K/A for the year
ended December 31, 1999.
10.14 Change in Control Agreement between NSTAR and 10.10 1-14768 (NSTAR)
Russell D. Wright dated May 11, 1999. Form 10-K/A for the year
ended December 31, 1999.
10.15 NSTAR Deferred Compensation Plan (Restated Effective 10.12 1-14768 (NSTAR)
August 25, 1999). Form 10-K/A for the year
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Exhibit 10 Material Contracts
10.16 NSTAR 1997 Share Incentive Plan, as amended. 10.14 1-14768 (NSTAR)
Form 10-K/A for the year
Exhibit 12 Statement of Computation of Ratios ended December 31, 1999.
12.1 Computation of Ratio of Earnings to Fixed Charges 1-2301
for the Year Ended December 31, 1999. Form 10-K for the year
ended December 31, 1999.
12.2 Computation of Ratio of Earnings to Fixed Charges 1-2301
and Preferred Stock Dividend Requirements for the Form 10-K for the year
Year Ended December 31, 1999. ended December 31, 1999.
Exhibit 21 Subsidiaries of the Registrant
21.1 Harbor Electric Energy Company (incorporated in 1-2301
Massachusetts), a wholly owned subsidiary of Boston Form 10-K for the year
Edison Company. ended December 31, 1999.
Exhibit 23 Consent of Independent Accounts
23.1 Consent of Independent Accountants to incorporate by 1-2301
reference their opinion included with this Form 10-K Form 10-K for the year
in the Form S-3 Registration Statement filed by ended December 31, 1999.
Boston Edison Company on February 1, 1993 (File No.
33-57840).
Exhibit 99 Additional Exhibits
99.1 Settlement Agreement between Boston Edison Company 28.1 1-2301
and Commonwealth Electric Company, Montaup Electric Form 8-K dated
Company the Municipal Light Department of the Town December 21, 1989
of Reading, Massachusetts, dated January 5, 1990.
99.2 Settlement Agreement Between Boston Edison Company 28.2 1-2301
and City of Holyoke Gas and Electric Department et. Form 10-Q for the quarter
Al., dated April 24, 1990. ended March 31, 1990
99.3 Information required by SEC Form 11-K for certain 1-2301
employee benefit plans for the years ended December Form 10-K/A Amendments to
31, 1997, 1996 and 1995. Form 10-K for the years
ended December 31, 1997,
1996 and 1995 dated June
25, 1998, June 26, 1997 and
June 27, 1996 respectively.
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SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998, 1997
(Dollars in Thousands)
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Balance at Provisions Deductions Balance
beginning Charged to Accounts At End
Description of Year Operations Recoveries Written Off Of Year
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Year Ended December 31, 1999
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Allowance for
Doubtful Accounts $ 9,066 $21,874 $4,356 $16,696 $18,600
Year Ended December 31, 1998
Allowance for
Doubtful Accounts $10,228 $ 9,555 $4,242 $14,959 $ 9,066
Year Ended December 31, 1997
Allowance for
Doubtful Accounts $ 2,000 $24,884 $3,593 $20,249 $10,228
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FORM 10-K/A Boston Edison Company December 31, 1999
Amendment No. 1
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
BOSTON EDISON COMPANY
(Registrant)
By: /s/ Robert J. Weafer, Jr.
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Robert J. Weafer, Jr.
Vice President, Controller
and Chief Accounting Officer
Date: September 29, 2000
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