-----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, NqhkJ+zZb/tx+e0X4Q8QRv/7JsvcajEElZYY/uatf62IE2AvnNx56ee+AuCCdBTk afLjooM9zWCq+BRtxR5sEQ== 0000895813-99-000063.txt : 19990215 0000895813-99-000063.hdr.sgml : 19990215 ACCESSION NUMBER: 0000895813-99-000063 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990211 ITEM INFORMATION: FILED AS OF DATE: 19990212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NIPSCO INDUSTRIES INC CENTRAL INDEX KEY: 0000823392 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 351719974 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09779 FILM NUMBER: 99537843 BUSINESS ADDRESS: STREET 1: 801 E 86TH AVENUE CITY: MERRILLVILLE STATE: IN ZIP: 46410 BUSINESS PHONE: 2198535200 MAIL ADDRESS: STREET 1: 5265 HOHMAN AVENUE CITY: HAMMOND STATE: IN ZIP: 46320-1775 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) February 11, 1999 ----------------- NIPSCO INDUSTRIES, INC. ---------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Indiana 1-9779 35-1719974 ---------------- ------------ ------------------ (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) 801 E. 86TH PLACE, MERRILLVILLE, INDIANA 46410 ---------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (219) 853-5200 -------------- ______________________________________________________________________ (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. ---------------------- On February 12, 1999, the acquisition by NIPSCO Industries, Inc. of Bay State Gas Company was completed. Attached is the press release dated February 11, 1999 announcing the receipt by NIPSCO and Bay State of the receipt of final approval from the U.S. Securities and Exchange Commission which permitted the merger to go forward. Attached is the press release dated February 12, 1999 announcing the closing of the merger. The following exhibits are filed herewith: 2.1 Press release dated February 11, 1999. 2.2 Press release dated February 12, 1999. SIGNATURE Pursuant to the requirement 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. NIPSCO INDUSTRIES, INC. (Registrant) Dated: February 12, 1999 By: /s/ Nina M. Rausch ------------------------------ Name: Nina M. Rausch Title: Secretary EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ------------- ----------- 2.1 Press release dated February 11, 1999. 2.2 Press release dated February 12, 1999. EX-2 2 EXHIBIT 2.1 ----------- FOR IMMEDIATE RELEASE February 11, 1999 FOR MORE INFORMATION Investor Relations - Dennis Senchak Assistant Treasurer (219) 647-6085 Shareholder Relations - Stephen R. Gallas Manager, Financial Operations (219) 853-5070 Corporate Communications - Kris Falzone NI Communications Manager (219) 647-6203 SEC APPROVES NIPSCO INDUSTRIES' MERGER WITH BAY STATE GAS CO. Transaction expected to close Friday ------------------------------------ MERRILLVILLE, Ind. - NIPSCO Industries, Inc. (NYSE: NI) and Bay State Gas Company (NYSE: BGC) have received final approval from the U.S. Securities and Exchange Commission of their previously announced merger and expect a closing on Friday. Both sides are reviewing the final closing documents. Under terms of an agreement first announced in December 1997, Bay State and its subsidiary Northern Utilities, Inc. (which provides natural gas in New Hampshire and Maine) will be wholly owned subsidiaries of NIPSCO Industries. Bay State and Northern Utilities will continue to operate with local management, employees and directors. "This combination advances NI's strategy to expand into growing gas markets, diversify our product lines and be a strong player in the energy markets of the Great Lakes and New England regions," said Gary L. Neale, NI's chairman, president and chief executive officer. NI, with more than 1 million gas customers, will become the 10th largest U.S. natural gas distribution company. "Our merger with NIPSCO Industries will provide Bay State the size and scope we need to succeed in the changing energy markets of the future," said Roger A. Young, chairman of Bay State Gas. "For our shareholders, NI is committed to continuing to generate the superior shareholder returns that have made it an industry leader. For our customers, NI is committed to providing a greater variety of products and services at more competitive prices than we could offer on our own. And for our employees, NI is committed to providing additional growth and development opportunities." Jeffrey W. Yundt, president of Bay State Gas, said Bay State will continue to build on the strength of its core utility businesses. --more-- NIPSCO INDUSTRIES, BAY STATE GAS COMPLETE MERGER Page 2 "Operational excellence and customer satisfaction drive our business and opportunities for growth," Yundt said. "Our focus is on continually improving day-to-day operations and offering new services that have real benefits for our customers." Bay State, based in Westborough, Mass., serves more than 305,000 natural gas customers in the New England states of Massachusetts, New Hampshire and Maine. The company's non-regulated subsidiaries, EnergyUSA, SavageALERT, Inc. and EnergyEXPRESS(TM), provide energy products and services to about 94,000 residential, commercial and industrial customers throughout the United States. NI, based in Merrillville, Ind., is a holding company whose businesses are primarily utility or energy focused. In addition to Bay State and Northern Utilities, the company's regulated businesses provide electricity and natural gas in northern Indiana, water in central Indiana, and interstate natural gas pipeline services. The company's other businesses offer energy- and utility-related products and services. Additional information about NIPSCO Industries, Bay State, EnergyUSA(TM), Savage-Alert and EnergyEXPRESS(TM) is available via the Internet at the following Web sites: www.nipsco.com; www.bgc.com; and www.energyusa.com. ### EX-2 3 EXHIBIT 2.2 ----------- FOR IMMEDIATE RELEASE February 12, 1999 FOR MORE INFORMATION Investor Relations - Dennis Senchak Assistant Treasurer (219) 647-6085 Shareholder Relations - Stephen R. Gallas Manager, Financial Operations (219) 853-5070 Corporate Communications - Kris Falzone NI Communications Manager (219) 647-6203 NIPSCO INDUSTRIES, BAY STATE COMPLETE MERGER MERRILLVILLE, Ind. -- NIPSCO Industries, Inc. (NYSE: NI) completed its previously announced acquisition of Bay State Gas Company (NYSE: BGC) today. In the merger, each share of Bay State common stock was converted into the right to receive $40 in cash, or 1.4414 shares of NI common stock as determined by the average NI closing prices reported in the Wall Street Journal for the 20 trading days ending Feb 9. ------------------- A mailing describing cash election procedures will be sent to Bay State's shareholders within the next few business days. At the end of the cash election period, if elections to receive cash total more than 50 percent of the total consideration, the cash will be distributed pro rata to those electing cash. The Bay State shareholders will receive their stock or cash (either 1.4414 shares of NI common stock, or $40 in cash, or a combination of cash and NI common stock) in early March. The previously announced dividend payable to Bay State shareholders of record on Feb. 16 will be paid to NI. Bay State shares will no longer be traded on the New York Stock Exchange. Bay State, based in Westborough, Mass., is an energy services company that provides services to more than 305,000 natural gas customers in the New England states of Massachusetts, New Hampshire and Maine. NIPSCO Industries, based in Merrillville, Ind., is a holding company whose businesses are primarily utility or energy focused. In addition to Bay State, the company's regulated businesses provide electricity and natural gas in northern Indiana, water in central Indiana, and interstate natural gas pipeline services. The company's other businesses offer energy- and utility-related products and services. Information about NI and its subsidiaries is available via the Internet at www.nipsco.com. ### -----END PRIVACY-ENHANCED MESSAGE-----