8-A12B 1 0001.txt ====================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________ FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 NEW NISOURCE INC. (Exact Name of Registrant as Specified in its Charter) Delaware 35-2108964 (State of Incorporation or Organization) (I.R.S. Employer Identification Number) 801 East 86th Avenue Merrillville, Indiana 46410 (Address of principal executive offices) (Zip Code) If this Form relates to the If this Form relates to the registration of a class of registration of a class of securities pursuant to Section securities pursuant to Section 12(b) of the Exchange Act and 12(g) of the Exchange Act and is effective pursuant to is effective pursuant to General Instruction A.(c), General Instruction A.(d), check the following box. /X/ check the following box. / / Securities Act registration number to which this form relates: 333- 33896 SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------ Stock Appreciation Income Linked Securities{SM} New York Stock Exchange, Inc. SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None (Title of Class) ====================================================================== ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED The class of securities to be registered hereby are the Stock Appreciation Income Linked Securities{SM} (the "SAILS") of New NiSource Inc., a Delaware corporation. For a description of the SAILS, reference is made to the section entitled "Description of the SAILS" in the Joint Proxy Statement/Prospectus contained in the Registration Statement on Form S-4 of New NiSource Inc. and NiSource Inc. filed with the Securities and Exchange Commission on April 3, 2000 (Registration No. 333- 33896), as amended on April 24, 2000 (the "Form S-4"), which description is incorporated herein by reference. ITEM 2. EXHIBITS 1.1 Joint Proxy Incorporated herein by reference Statement/Prospectus to the Registration Statement on Form S-4 of New NiSource Inc. and NiSource Inc. filed with the Securities and Exchange Commission on April 3, 2000 (Registration No. 333-33896), as amended on April 24, 2000 (the "Form S-4"). 4.1 Form of Indenture between New NiSource Inc. and The Chase Manhattan Bank, as trustee* 4.2 Form of First Supplemental Indenture between New NiSource Inc. and The Chase Manhattan Bank, as trustee* 4.3 Form of Purchase Contract Agreement between New NiSource Inc. and The Chase Manhattan Bank, as purchase contract agent* 4.4 Form of Pledge Agreement between New NiSource Inc., Bank One, National Association, as collateral agent, Bank One, National Association, as securities intermediary, and The Chase Manhattan Bank, as purchase contract agent* 10.1 Form of Remarketing Incorporated herein by reference Agreement between New to Exhibit 10.1 to the Form S-4. NiSource Inc. and Credit Suisse First Boston Corporation, as remarketing agent* * Filed herewith. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. NEW NISOURCE INC. (Registrant) By: /s/ Stephen P. Adik --------------------------- Stephen P. Adik Vice President EXHIBIT INDEX ------------- 4.1 Form of Indenture between New NiSource Inc. and The Chase Manhattan Bank, as trustee 4.2 Form of First Supplemental Indenture between New NiSource Inc. and The Chase Manhattan Bank, as trustee 4.3 Form of Purchase Contract Agreement between New NiSource Inc. and The Chase Manhattan Bank, as purchase contract agent 4.4 Form of Pledge Agreement between New NiSource Inc., Bank One, National Association, as collateral agent, Bank One, National Association, as securities intermediary, and The Chase Manhattan Bank, as purchase contract agent