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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 30, 1997
Commission file number 1-7479
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BAY STATE GAS COMPANY
(Exact name of registrant as specified in its charter)
Massachusetts 04-2548120
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 Friberg Parkway, Westborough, Massachusetts 01581-5039
(508/836-7000)
(Address and telephone number of principal executive offices)
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
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ITEM 5. OTHER EVENTS
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On June 30, 1997 Bay State Gas Company ("Bay State") sold its 17.5% equity
interest in the MASSPOWER electric cogeneration facility. The proceeds from this
sale are well in excess of book value, and will contribute approximately $0.57
to earnings per share in the third quarter of fiscal 1997. MASSPOWER was a
successful investment for Bay State, but did not represent a future core
business.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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Exhibits
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99. Press release dated June 30, 1997 pertaining to the sale of the
MASSPOWER investment.
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SIGNATURES
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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.
BAY STATE COMPANY
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(Registrant)
/s/ Thomas W. Sherman
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Thomas W. Sherman
Executive Vice President and Chief
Financial and Accounting Officer
/s/ Stephen J. Curran
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Stephen J. Curran
Controller
Date: July 1, 1997
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EXHIBIT 99
For release: Upon receipt
Contact: Carol Churchill
Bay State Gas
(508) 836-7370
BAY STATE GAS SELLS ITS INTEREST IN THE MASSPOWER ELECTRIC
COGENERATION FACILITY AT CONSIDERABLE GAIN
Westborough, Mass. -- June 30, 1997 -- Effective today, Bay State Gas Company
(NYSE:BGC) has sold its 17.5% equity investment in the MASSPOWER electric
cogeneration facility, located in Springfield, Massachusetts, to Energy
Investors Fund Group of Boston. Without releasing details of the transaction,
Bay State Gas Company's Chief Financial Officer Thomas W. Sherman commented
that, "the proceeds from the sale are well in excess of book value, and will
contribute approximately $0.57 in earnings per share in the third quarter of
fiscal 1997."
MASSPOWER is a 240-megawatt gas-fired, combined-cycle cogeneration facility
located at Monsanto Company's plant in the Indian Orchard section of
Springfield, Massachusetts. The facility has been in operation since July 1993,
providing steam for use in Monsanto's manufacturing process and electricity
primarily for sale under long-term contracts to five utilities: Boston Edison
Company; Commonwealth Electric Company; Con Edison; Western Massachusetts
Electric Company; and Massachusetts Municipal Wholesale Electric Company. Now,
in addition to Energy Investors Fund Group's 17.5% equity interest, other
owners/ partners in the project include affiliates of U.S. Generating (47.5%),
Tenneco Energy (17.5%) (now a wholly-owned subsidiary of El Paso Energy Corp.)
and General Electric Capital Corporation (17.5%).
"MASSPOWER has been an outstanding investment for Bay State, but we decided
to sell because we did not see wholesale power generation as a future core
business for Bay State," said Joel L. Singer, Bay State Gas Company's
President and Chief Operating Officer.
Bay State Gas Company operates in three related energy business segments --Local
Transportation, Energy Products & Services, and Energy Ventures. Geographically,
Bay State is the largest gas utility in New England, serving about 304,000
natural gas customers in the states of Massachusetts, New Hampshire, and Maine.
The company's nonregulated Energy Products & Services business segment serves
about 90,000 residential and small commercial and industrial customers
throughout New England under the brand name "EnergyUSA." Bay State's Energy
Ventures segment develops business opportunities and projects which are closely
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related to the company's core businesses. Additional information about Bay
State is available on the World Wide Web at "http://www.bgc.com."
This release contains forward-looking statements about the company and its
nonregulated affiliates. The company cautions that, while it believes such
statements to be reasonable and makes them in good faith, they almost always
vary from actual results, and the differences between assumed facts or basis and
actual results can be material, depending on the circumstances. Investors should
be aware of important factors that could have a material impact on future
results. Factors include, but are not limited to, the effectiveness of the
company's cost control and restructuring efforts, the regulatory environment,
customers' preferences, unforeseen competition, and other uncertainties, all of
which are difficult to predict, and many of which are beyond the company's
control.
