-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MU+LYSJxfcWn4gGqv0RSyMat1JlHgkJ7W+fQHNu1gW3Ggu/4MgGqYADVapcqaT15 Gf8S0Qss6e6KcjYhn7hVKw== 0000311259-99-000017.txt : 19990820 0000311259-99-000017.hdr.sgml : 19990820 ACCESSION NUMBER: 0000311259-99-000017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990816 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EASTERN ENTERPRISES CENTRAL INDEX KEY: 0000311259 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 041270730 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-02297 FILM NUMBER: 99695761 BUSINESS ADDRESS: STREET 1: 9 RIVERSIDE RD CITY: WESTON STATE: MA ZIP: 02493 BUSINESS PHONE: 7816472300 FORMER COMPANY: FORMER CONFORMED NAME: EASTERN GAS & FUEL ASSOCIATES DATE OF NAME CHANGE: 19890511 8-K 1 EASTERN ENTERPRISES FORM 8-K 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 (Date of earliest event reported): August 16, 1999 --------------- EASTERN ENTERPRISES (Exact name of registrant as specified in its charter) Massachusetts 1-2297 04-1270730 - ---------------------------------------------------------------------------- (State or other (Commission File Number) (IRS Employer jurisdiction of Identification No.) incorporation) 9 Riverside Road, Weston, Massachusetts 02493 - ---------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (781) 647-2300 -------------- None ----------------------------------------------------------- (Former name or former address, if changed since last report) Item 1 through 4 and Items 6, 7(a) and (b), 8 and 9. Not Applicable. - ---------------------------------------------------- Item 5. Other Events ------------ Incorporated herewith is one PRESS RELEASE attached hereto as Exhibit 99.1. Item 7. Financial Statements and Exhibits --------------------------------- (c) Exhibits 99.1 - Press Release SIGNATURE 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. EASTERN ENTERPRISES Date: August 18, 1999 By: /s/ L. William Law, Jr. --------------- ---------------------- L. William Law, Jr. Senior Vice President, General Counsel and Secretary EX-99.1 2 PRESS RELEASE EXHIBIT INDEX Exhibits 99.1--Press Release Exhibit 99.1 EASTERN CONSIDERING STRATEGIC ALTERNATIVES WESTON, Massachusetts -- August 16, 1999 -- Eastern Enterprises (NYSE: EFU) announced today that it is beginning the process of evaluating a number of strategic and financial alternatives to enhance shareholder value. The process will include an assessment of its current strategy of consolidating New England gas distribution utilities, as well as consideration of share repurchases and/or other strategic transactions, including joint ventures or sale of all or a portion of the Company. J. Atwood Ives, Eastern's chairman and chief executive officer, comments, "We have made substantial progress in achieving our strategic objective of consolidating New England gas distribution companies for the benefit of both our customers and shareholders. Upon completion of the pending mergers with Colonial Gas, expected to close at the end of August, and EnergyNorth, expected to close mid-2000, Eastern will own and operate, in the aggregate, the largest natural gas distribution company in New England serving over 800,000 customers throughout Massachusetts and New Hampshire. It also owns and operates the nation's second largest inland marine transportation company and several non-regulated businesses that complement its LDC operations. As a result of the dramatic changes taking place within the utility industry, Eastern's Board of Trustees and management believe now is a prudent time to undertake a review of all of Eastern's options." The Company has retained Salomon Smith Barney to assist Eastern's Board of Trustees and management in its review of strategic alternatives. Eastern Enterprises owns and operates Boston Gas Company, Essex Gas Company, Midland Enterprises Inc. and ServicEdge Partners, Inc. Upon completion of the pending mergers with Colonial Gas and EnergyNorth, Eastern will serve over 800,000 natural gas customers in Massachusetts and New Hampshire. Midland, headquartered in Cincinnati, Ohio, is the leading carrier of coal and a major carrier of other dry bulk cargoes on the nation's inland waterways. ServicEdge is the largest unregulated provider of residential HVAC equipment installation and service to customers in Massachusetts. This release and other company reports and statements issued or made from time to time contain certain "forward-looking statements" concerning projected future financial performance, expected plans or future operations. Eastern cautions that actual results and developments may differ materially from such projections or expectations. Investors should be aware of important factors that could cause actual results to differ materially from the forward-looking projections or expectations. These factors include, but are not limited to: o the effect of pending mergers on earnings and cash flow and of adopting any new strategic initiatives, o Eastern's ability successfully to integrate its new gas distribution operations, o temperatures above or below normal in eastern Massachusetts, o changes in market conditions for barge transportation, o adverse weather and operating conditions on the inland waterways, o uncertainties regarding the ultimate profitability of ServicEdge, o the timetable and cost for completion of Eastern's year 2000 plans, o the impact of third parties' year 2000 issues, o changes in economic conditions, including interest rates and the value of the dollar versus other currencies, o regulatory and court decisions, and o developments with respect to Eastern's previously-disclosed environmental liabilities. Most of these factors are difficult to accurately predict and many are beyond the control of the Company. - ------------------------------------------------------------------------------- Eastern Enterprises' press releases are available via fax by calling, toll-free, 1-800-311-4607 or on the Internet at http://www.efu.com. - ------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----