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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: May 20, 1998
------------
(Date of earliest event reported)
Exact Name of IRS
Commission Registrant as Employer Registrants'
File Specified in its State of Identification Telephone
Number Charter Incorporation Number Number
- - ---------- ---------------- ------------- -------------- ------------
1-____ BEC Energy Massachusetts 04-6830187 617-424-2000
1-2301 Boston Edison Massachusetts 04-1278810 617-424-2000
Company
800 Boylston Street, Boston, MA 02199
(Address of principal executive offices)
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ITEM 5. OTHER EVENTS
Holding Company Structure Implemented
At a special meeting of the shareholders of Boston Edison Company, held
on May 15, 1997, it was resolved, by the vote of more than two-thirds of the
shareholders entitled to vote thereon, to adopt an Agreement and Plan of
Merger, among Boston Edison, BEC Energy, a Massachusetts business trust ("BEC
Energy"), and Boston Edison Mergeco Electric Company, Inc., a Massachusetts
electric company and a wholly-owned subsidiary of BEC Energy ("Mergeco").
Effective May 20, 1998, pursuant to the Agreement and Plan of Merger, Mergeco
merged with and into Boston Edison and the outstanding shares of Common Stock
($1 par value) of Boston Edison were exchanged automatically on a share-for-
share basis for Common Shares ($1 par value) of BEC Energy, and BEC Energy
thereby became the holding company for Boston Edison. The preferred stock and
debt of Boston Edison were not exchanged and remain securities of Boston
Edison.
The BEC Energy Common Shares issued pursuant to the Merger were
registered under the Securities Act of 1933 pursuant to BEC Energy's
Registration Statement on Form S-4 (No. 333-23439, declared effective
March 24, 1997). Reference is made to the Proxy Statement/Prospectus of BEC
Energy and Boston Edison included in the Registration Statement (the
"Prospectus") for additional information about this transaction.
Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934 (the
"Exchange Act"), BEC Energy Common Shares are deemed to be registered under
Section 12(b) of the Exchange Act. BEC Energy Common Shares were approved for
listing on the New York Stock Exchange. The description of the BEC Energy
Common Shares contained under the caption "Proposal No. 2 - Plan of
Restructuring" in the Prospectus is incorporated by reference herein.
Boston Edison Common Stock was registered pursuant to Section 12(b) of
the Exchange Act and listed on the New York and Boston Stock Exchanges.
Boston Edison is delisting the Boston Edison Common Stock from these exchanges
and filing a Form 15 with the Securities and Exchange Commission to terminate
the registration under the Exchange Act of the Boston Edison Common Stock.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits - See Exhibit Index
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BEC ENERGY
By: /s/ Thomas J. May
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Thomas J. May
Chairman of the Board, President
and Chief Executive Officer
BOSTON EDISON COMPANY
By: /s/ Thomas J. May
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Thomas J. May
Chairman of the Board, President
and Chief Executive Officer
Date: May 20, 1998
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INDEX TO EXHIBITS
SEQUENTIAL
EXHIBIT NUMBER AT WHICH
NO. DESCRIPTION EXHIBIT BEGINS
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99.1 -- Agreement and Plan of Merger
(incorporated by reference to Exhibit A to
the Proxy Statement/Prospectus in Part I of
Registration Statement on Form S-4 of BEC
Energy (No. 333-23439)).
99.2 -- Amended and Restated Declaration of
Trust of BEC Energy (incorporated by
reference to Exhibit B to the Proxy
Statement/Prospectus in Part I of
Registration Statement on Form S-4 of
BEC Energy (No. 333-23439)).
99.3 -- By-laws of BEC Energy. 5