UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K/A
Amendment No. 1
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND
SIMILAR
PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
[X] For annual reports of employee stock purchase,
savings and similar plans pursuant to Section
15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2000
[ ] Transition report pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the transition period from to
Commission File Number 1-14768
NSTAR NEGOTIATED SAVINGS PLAN FOR
PRODUCTION AND MAINTENANCE EMPLOYEES
(formerly known as Boston Edison Negotiated Savings
Plan for Production and Maintenance Employees)
(Full title of the plan)
NSTAR
(Name of issuer of the securities held pursuant to the plan)
800 Boylston Street, Boston, Massachusetts 02199
(Address of principal executive offices)
REPORT OF INDEPENDENT ACCOUNTANTS
To the Retirement Plans Committee:
In our opinion, the accompanying statements of net assets
available for benefits and the related statement of changes
in net assets available for benefits present fairly, in all
material respects, the net assets available for benefits of
the NSTAR Negotiated Savings Plan for Production and
Maintenance Employees (the "Plan"), formerly known as the
Boston Edison Negotiated Savings Plan for Production and
Maintenance Employees, at December 31, 2000 and 1999, and
the changes in net assets available for benefits for the
year ended December 31, 2000 in conformity with accounting
principles generally accepted in the United States of
America. These financial statements are the responsibility
of the Plan's management; our responsibility is to express
an opinion on these financial statements based on our
audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the
United States of America, which require that we plan and
perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles
used and significant estimates made by management, and
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our
opinion.
Our audits were conducted for the purpose of forming an
opinion on the basic financial statements taken as a whole.
The supplemental schedule of assets held for investment
purposes at December 31, 2000 is presented for the purpose
of additional analysis and is not a required part of the
basic financial statements but is supplementary information
required by the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. This supplemental schedule is
the responsibility of the Plan's management. The
supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial
statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial
statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
June 28, 2001
NSTAR NEGOTIATED SAVINGS PLAN FOR
PRODUCTION AND MAINTENANCE EMPLOYEES
Statements of Net Assets Available for Benefits
(in thousands)
December 31,
2000 1999
Assets
Investments, at quoted market value:
Registered investment company shares $60,441 $72,574
Fidelity Brokerage Account 6,098 6,004
Common shares of NSTAR 26,520 25,287
Loans to participants 3,218 3,166
Total investments 96,277 107,031
Other assets:
Receivables -
Employee contributions 91 73
Employer contributions 52 34
Total other assets 143 107
Net assets available for benefits $96,420 $107,138
======= ========
The accompanying notes are an integral part of these
financial statements.
NSTAR NEGOTIATED SAVINGS PLAN FOR
PRODUCTION AND MAINTENANCE EMPLOYEES
Statement of Changes in Net Assets Available for Benefits
Plan year ended December 31, 2000
(in thousands)
Additions to net assets attributed to:
Investment income
Interest and dividends -
Registered investment company shares and
Common Shares of NSTAR $ 3,517
Fidelity Brokerage Link 268
Common shares of NSTAR 1,228
Interest on participant loans 238
5,251
Contributions:
Employee 6,251
Employer 2,193
8,444
Total additions, net 13,695
Deductions from net assets attributed to:
Benefits paid to participants or beneficiaries 13,581
Deemed distributions from participant loans 241
Net depreciation in fair value of investments 9,683
Total deductions 23,505
Net decrease prior to transfers (9,810)
Transfers to other savings plans (908)
Net decrease (10,718)
Net assets available for benefits:
Beginning of year 107,138
End of year $ 96,420
========
The accompanying notes are in integral part of these
financial statements.
NSTAR NEGOTIATED SAVINGS PLAN FOR
PRODUCTION AND MAINTENANCE EMPLOYEES
Notes to Financial Statements
A. Summary
The following description of the NSTAR Negotiated Savings
Plan for Production and Maintenance Employees (the "Plan"),
formerly known as the Boston Edison Negotiated Savings Plan
for Production and Maintenance Employees, provides only
general information. Participants' benefits under this Plan
will be determined in accordance with the Summary Plan
Description document. Effective January 1, 2000, the
current Plan name was adopted following a corporate merger
as described below, and replaced the former "Boston Edison
Negotiated Savings Plan for Production and Maintenance
Employees." Changes in features of the Plan are also
described below.
General
NSTAR is an energy delivery company serving approximately
1.3 million customers in Massachusetts including more than
one million electric customers in 81 communities and 244,000
gas customers in 51 communities. NSTAR was created through
the merger of BEC Energy (BEC) and Commonwealth Energy
System (COM/Energy) on August 25, 1999 and is an exempt
public utility holding company. As a result of this merger,
the NSTAR Stock Fund replaced the BEC Energy Common Share
Fund. Common Shares of NSTAR are listed on the New York and
Boston stock exchanges under the trading symbol of NST.
The Plan was originally established in 1986 to provide
retirement benefits for participating eligible employees of
Boston Edison Company (the "Company") through a program of
salary-reduction contributions and matching employer
contributions. The Plan has been amended or restated from
time to time thereafter. The Plan is a defined contribution
plan subject to the rules and regulations of the Employee
Retirement Income Security Act of 1974 ("ERISA"). The Plan
is qualified under section 401(a) of the Internal Revenue
Code (the "Code") and utilizes the special federal income
tax deferral features of section 401(k) of the Code. The
Plan administrators are the NSTAR Retirement Plans Committee
and the NSTAR Pension Management Committee. The Plan
investments are held by Fidelity Investments ("Fidelity"),
the Plan trustee and record keeper.
Participation
Production and Maintenance union employees are eligible to
join the Plan at specified times at age 21 or older with one
year of service, at age 35, or after four years of service
regardless of age.
Contribution Policy
Employees participating in the Plan elect to make
contributions of at least 2% but not more than 17% of their
pretax annual compensation as defined in the Plan. The
Company contributes a matching amount under the Plan equal
to 50% of each Participant's contributions, up to a maximum
of 6% of the Participant's compensation. Effective May
2000, the Company contributes a matching amount under the
Plan equal to 50% of each Participant's contributions, up to
a maximum of 8% of the Participants compensation. The match
is made entirely in common shares of NSTAR. Refer to Note H
for a subsequent change to the Plan.
Investments
Investments in the Plan are directed by the individual Plan
Participants. Currently there are nine investment choices
offered under the Plan: seven mutual funds (Asset Manager,
Magellan, Retirement Government Money Market, Spartan U.S.
Equity Index, Intermediate Bond, International Growth and
Income and Disciplined Equity) managed by Fidelity, the
NSTAR Common Share Fund, and Fidelity Brokerage Link.
Fidelity Brokerage Link is a self-directed brokerage account
through which Participants are able to invest in a variety
of securities, including stock, bonds, mutual funds and
certificates of deposit. Participant contributions and
investment earnings are available for Participant direction.
Refer to Note H for a subsequent change to the Plan.
Participants Accounts
Each Participant account is credited with the Participant's
contribution and an allocation of (a) the Company's
contribution and (b) Plan earnings (based on the
Participant's account balance). The benefit to which a
Participant is entitled is the benefit that can be provided
from the Participant's vested account.
Vesting
Participants are fully vested at all times in the entire
balance of their own contributions to the Plan and are
immediately vested in the Company match.
Payments of Benefits
Benefits paid to Participants on termination of service due
to death, disability, retirement, or other reasons are paid
in a lump-sum amount equal to the value of the vested
interest in a Participant's account.
Plan Termination
While it is the current intention of management to continue
the Plan indefinitely, neither the making of contributions
nor the continuance of the Plan is assumed by management as
a contractual obligation. In the event of Plan termination,
the assets will be distributed to Participants to the extent
of their individual allocations, in accordance with the
Plan's distribution provisions.
Participant Loans
Participants in the Plan for a minimum of 12 months may
obtain a loan from the balance in their elective
contribution account. The loan may not be less than $1,000
nor exceed the lesser of $50,000 or 50% of the market value
of the Participant's elective contribution account. Loans
must be repaid to the Participant's account over a period
not to exceed five years (unless the loan is for the
purchase of a principal residence) via payroll deductions.
The annual interest rate is modified from time to time to
reflect changes in the prime rate or other market interest
indicators.
B. Summary of Significant Accounting Policies
Basis of Accounting and Use of Estimates
The Plan's financial statements have been prepared under the
accrual method of accounting and in accordance with the
rules and regulations of ERISA. The preparation of
financial statements in conformity with generally accepted
accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets
and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these
estimates.
Risks and Uncertainties
The Plan provides for various investment options in any
combination of stock, bonds, fixed income securities, mutual
funds and other investment securities. Investment
securities are exposed to various risks, such as interest
rate, market and credit. Due to the level of risk
associated with certain investment securities and the level
of uncertainty related to changes in the value of investment
securities, it is at least reasonable possible that changes
in risks in the near term would materially affect
Participants' account balances and the amounts reported in
the statements of net assets available for plan benefits and
the statement of changes in net assets available for plan
benefits.
Investments Valuation
Plan investments held by Fidelity are stated at fair value.
Fair value of shares of registered investment companies
represent the net asset value of such shares as of the close
of business on the last business day of the year. Fair
value of NSTAR common shares are based on the last quoted
market price as of the close of business on the last day of
the year, which was $42.875 per share. Fair value of the
Fidelity Brokerage Link Account assets, which are primarily
common stock and fixed income securities, are determined
using the methods stated above. Participant notes
receivable are valued at cost plus interest which
approximates fair value.
Income Recognition
Income of the NSTAR Common Share Fund consists primarily of
dividends on its common shares. The allocation of each
Fund's earnings to a Participant's account is based on the
percentage of the Participant's units in the Funds and is
allocated daily. Capital gain distributions are included in
dividend income. Dividend income is recorded on the ex-
dividend date. Interest income is recorded on the accrual
basis. Purchases and sales of securities are recorded on a
trade-date basis.
Net Appreciation/(Depreciation) in the Fair Value of
Investments
Gains and losses are realized upon distributions (including
withdrawals) to Participants and the transfer of all or a
portion of a Participant's account between investment
choices. The Plan presents in the statement of changes in
net assets the net appreciation (depreciation) in the fair
value of its investments which consists of the realized
gains or losses and the unrealized appreciation
(depreciation) on those investments.
Contributions
Salary reduction contributions made on behalf of
Participants and matching contributions are recorded in the
period payroll deductions are made from Participants.
Contributions receivable at December 31, 2000 and 1999
represent amounts withheld from Participants and the
corresponding matching contributions subsequently deposited
to the Plan in the following month.
Distributions and withdrawals
Distributions and withdrawal payments are recorded when
paid.
Transfers Between Investment Choices
Plan Participants may, with certain limitations, elect to
transfer their elective contribution account balances from
any investment option or options to any of the other options
offered by the Plan on a daily basis.
C. Nonparticipant-Directed Investments
Information about the significant components of the changes
in net assets relating to the nonparticipant-directed
investments is as follows (in thousands):
Year Ended
December 31, 2000
Beginning of period $15,974
Changes in Net Assets -
Contributions $ 2,175
Dividends 212
Net appreciation 1,439
Benefits paid to Participants (1,861)
Transfers 1,817
(148)
End of period $17,791
=======
D. Expenses
Brokerage fees, commissions, stock transfer taxes and other
expenses in connection with the purchase, sale or
distribution of securities for each Fund may be charged to
such Fund. Any expense of litigation may be paid by the
Plan Trustee and charged to the Trust Fund or to the Fund or
Funds to which the litigation relates. Expenses and charges
incurred in the administration of the Plan are generally
paid by the Company. An administrative fee relating to the
issuance of Plan loans under the Loan Fund is paid by Plan
Participants.
E. Related Party Transactions
Certain Plan investments are shares of mutual funds managed
by Fidelity. Fidelity is the trustee as defined by the Plan
and, therefore, these transactions qualify as party-in-
interest.
NSTAR and Boston Edison Company are parties-in-interest as
that term is defined in section 3(14) of ERISA.
F. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available
for benefits per these financial statements to the Form 5500
at December 31, 2000 and 1999 (in thousands):
2000 1999
Net assets available for benefits
per these financial statements $ 96,420 $107,138
Less: Contributions receivable 143 107
Net assets available for benefits
per the Form 5500 $ 96,277 $107,031
======== ========
The following is a reconciliation of contributions received
per these financial statements to the Form 5500 for the year
ended December 31, 2000 (in thousands):
2000
Contributions per these financial $ 8,444
statements
Add: Contributions receivable at
the beginning of the year 107
Less Contributions receivable at
: the end of the year 143
Contributions per the Form 5500 $ 8,408
=======
Contributions are recorded on the Form 5500 when received.
G. Tax Status
The Internal Revenue Service has determined and informed
management by a letter dated May 3, 1995, that the Plan is
designed in accordance with applicable sections of the
Internal Revenue Code. The Plan administrator and tax
counsel for the Plan believe the Plan is designed and is
currently being operated in compliance with the applicable
requirements of the Internal Revenue Code. Therefore, no
provision for income taxes has been included in the Plan's
financial statements.
H. Subsequent Event
Effective April 2, 2001, the Plan name became NSTAR Savings
Plan. The Plan's investment options were changed. Plan
enhancements include expedited eligibility and employer
matching, more flexibility in changing the deferral
contribution percentage and the restrictions on transferring
funds into and out of the NSTAR Common Share Fund are
removed.
Employer Identification
Number: 04-3466300
Plan Number: 55099
NSTAR NEGOTIATED SAVINGS PLAN FOR
PRODUCTION AND MAINTENANCE EMPLOYEES
Schedule of Assets Held for Investment Purposes at Year End
(in thousands)
December 31, 2000
Market
Value at
Name of Issuer and Title of Issue Cost End of
Period
Fidelity Mutual Funds*:
Asset Manager $ 9,291 $ 9,446
Magellan 24,421 30,809
Retirement Government Money Market 5,398 5,398
Spartan U.S. Equity Index 6,361 8,522
Intermediate Bond 187 187
International Growth & Income 1,389 1,360
Disciplined Equity 4,976 4,719
Total Fidelity Mutual Funds 52,023 60,441
Fidelity Brokerage Link* 6,098 6,098
NSTAR Common Share Fund* 15,378 26,520
Total Investments $ 73,499 $ 93,059
======== ========
Participant Notes Receivable* $ 3,218 $ 3,218
(Rates of 6.0% to 8.5%) ======== ========
* Represent parties in interest to the Plan
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Retirement Plans Committee of the NSTAR
Negotiated Savings Plan for Production and Maintenance
Employees has caused this amended annual report to be signed
on its behalf by the undersigned hereunto duly authorized.
Date: July 3, 2001 /s/ TIMOTHY R. MANNING
Timothy R. Manning
Vice President - Human Resources
and on behalf of the NSTAR
Retirement Plans Committee
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (File No. 33-58457) of
the NSTAR Negotiated Savings Plan for Production and
Maintenance Employees of our report dated June 28, 2001
relating to the financial statements of the NSTAR Negotiated
Savings Plan for Production and Maintenance Employees, which
appears in this Form 11-K.
/s/ PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
June 28, 2001