-----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, J6HhiHkRsuoF06UAMeDzSifmFeeReQbbuMkkxZ77Q25JSA2kib7/QxSlH9GQOF3Q /oX1jtWFnL9nh40R+XJFNg== 0000311259-99-000028.txt : 19990917 0000311259-99-000028.hdr.sgml : 19990917 ACCESSION NUMBER: 0000311259-99-000028 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990916 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990916 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLONIAL GAS CO CENTRAL INDEX KEY: 0000060653 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 041558100 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13351 FILM NUMBER: 99712536 BUSINESS ADDRESS: STREET 1: 40 MARKET ST CITY: LOWELL STATE: MA ZIP: 01852 BUSINESS PHONE: 5084583171 FORMER COMPANY: FORMER CONFORMED NAME: LOWELL GAS CO DATE OF NAME CHANGE: 19811124 8-K 1 COLONIAL GAS COMPANY 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 31, 1999 --------------- COLONIAL GAS COMPANY ---------------------------------------------------- (Exact name of registrant as specified in its charter) Massachusetts 0-10007 04-3480443 - ------------------------------------------------------------------------- (State or other (Commission File Number) (IRS Employer jurisdiction of Identification No.) incorporation) c/o Boston Gas Company, One Beacon Street, Boston, Massachusetts 02108 - ------------------------------------------------------------------------- (Address of principal executive offices)(Zip Code) Registrant's telephone number, including area code (617) 742-8400 --------------- 401 Market Street, Lowell, Massachusetts 01853 - ------------------------------------------------------------------------- (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. COLONIAL GAS COMPANY Date: September 16, 1999 By: /s/ L. William Law, Jr. ---------------------- -------------------------------- L. William Law, Jr. Assistant Clerk EXHIBIT INDEX Exhibits 99.1--Press Release EX-99.1 2 COLONIAL GAS MERGER PRESS RELEASE Exhibit 99.1 EASTERN ENTERPRISES COMPLETES COLONIAL GAS MERGER WESTON, MA - August 31, 1999 - Eastern Enterprises (NYSE: EFU) today announced that it had completed its merger with Colonial Gas Company (NYSE: CLG). Colonial shareholders will receive the equivalent of $37.50 per share in cash and/or Eastern common stock. Colonial shareholders who elected to receive Eastern common stock will receive 0.85239 share of Eastern common stock for every share of Colonial common stock, based on Eastern's market value (determined by the average closing price per share for the ten consecutive trading days prior to and including the third trading day prior to the closing date), subject to proration. Preliminary results indicate that Colonial shareholders have elected to receive Eastern stock for approximately 6 million shares of Colonial stock. Therefore, according to the terms of the merger, those elections will be pro-rated to receive approximately 82% Eastern stock and 18% cash. All Colonial shareholders who elected to receive cash for their Colonial shares will receive cash payment. Colonial shareholders who did not make an election will receive cash for their Colonial shares and will be sent instructions as to how to exchange their shares over the next few days. Eastern is paying $150 million cash and issuing approximately 4,220,000 shares in connection with this transaction, which has an equity value of $336 million and a total transaction value of $474 million. Eastern Enterprises owns and operates Boston Gas Company, Colonial Gas Company, Essex Gas Company, Midland Enterprises Inc. and ServicEdge Partners, Inc. Upon completion of the pending merger with EnergyNorth, Inc., 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. Eastern Enterprises' press releases are available via fax by calling, toll-free, 1-800-311-4607 or on the Internet at Eastern's Home Page on the World Wide Web: http://www.efu.com # # # # -----END PRIVACY-ENHANCED MESSAGE-----