UNITED STATES 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: December 31, 1998
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(Date of earliest event reported)
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Exact Name of IRS
Commission Registrant as Employer Registrants'
File Specified in its State of Identification Telephone
Number Charter Incorporation Number Number
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<S> <C> <C> <C> <C>
________ Berkshire Energy Massachusetts 04-3408946 413-442-1511
Resources
0-1857-3 The Berkshire Gas Massachusetts 04-1731220 413-442-1511
Company
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115 Cheshire Road, Pittsfield, MA 01201
(Address of principal executive offices)
ITEM 5. OTHER EVENTS
Holding Company Structure Implemented
At a special meeting of the shareholders of The Berkshire Gas Company
("Berkshire Gas"), held on May 8, 1998, it was resolved, by the vote of more
than two-thirds of the shareholders entitled to vote thereon, to adopt an
Agreement and Plan of Merger, among Berkshire Gas, Berkshire Energy
Resources, a Massachusetts business trust ("Berkshire Energy"), and
Berkshire Gas Mergeco Gas Company, Inc., a Massachusetts gas company formed
solely for the purpose of effecting the proposed transaction, and a wholly-
owned subsidiary of Berkshire Energy ("Mergeco"). Effective December 31,
1998, pursuant to the Agreement and Plan of Merger, Mergeco merged with and
into Berkshire Gas with Berkshire Gas being the surviving entity, and the
outstanding shares of Common Stock ($2.50 par value) of Berkshire Gas were
exchanged automatically on a share-for-share basis for Common Shares (no par
value) of Berkshire Energy, and Berkshire Energy thereby became the holding
company for Berkshire Gas. The preferred stock and debt of Berkshire Gas
were not exchanged and remain securities of Berkshire Gas.
The Berkshire Energy Common Shares issued pursuant to the Merger were
registered under the Securities Act of 1933 pursuant to Berkshire Energy's
Registration Statement on Form S-4 (No. 333-46799, declared effective March
17, 1998)(the "Registration Statement").
In anticipation of the Merger, Berkshire Energy established two
wholly-owned subsidiaries, Berkshire Energy Marketing, Inc. ("Berkshire
Marketing") and Berkshire Propane, Inc. ("Berkshire Propane"). Effective
December 31, 1998, Berkshire Marketing assumed Berkshire Gas' rights and
obligations under its strategic marketing agreement with Conectiv/CNE, LLC
and will conduct the energy marketing activities formerly conducted by
Berkshire Gas. Also effective December 31, 1998, Berkshire Propane leased
certain of Berkshire Gas' retail propane assets and will operate the retail
propane business formerly operated by Berkshire Gas.
Reference is made to the Proxy Statement/Prospectus of Berkshire
Energy and Berkshire Gas included in the Registration Statement (the
"Prospectus") for additional information about the Merger and the related
subsidiary transactions.
Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934
(the "Exchange Act"), Berkshire Energy Common Shares are deemed to be
registered under Section 12(g) of the Exchange Act. Berkshire Energy Common
Shares were approved for quotation and listed on the NASDAQ National Market
System. The description of the Berkshire Energy Common Shares contained
under the caption "Proposal Regarding Plan of Restructuring" in the
Prospectus is incorporated by reference herein.
Berkshire Gas Common Stock was registered pursuant to Section 12(g) of
the Exchange Act, has been approved for quotation and is listed on the
NASDAQ National Market System. Berkshire Gas is delisting the Berkshire Gas
Common Stock from the NASDAQ National Market System and filing a Form 15
with the Securities and Exchange Commission to terminate the registration
under the Exchange Act of the Berkshire Gas Common Stock.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits - See Exhibit Index
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.
BERKSHIRE ENERGY RESOURCES
By: /s/ Scott S. Robinson
-------------------------------------
Scott S. Robinson
President
THE BERKSHIRE GAS COMPANY
By: /s/ Scott S. Robinson
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Scott S. Robinson
President
Date: December 31, 1998
INDEX TO EXHIBITS
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Sequential
Exhibits* Description of Exhibit Page Number
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99.1 Agreement and Plan of Merger (incorporated by reference
as Appendix A to the Proxy Statement/Prospectus in Part I of
Registration Statement on Form S-4 of Berkshire Energy
Resources (No. 333-46799)).
99.2 Declaration of Trust of Berkshire Energy Resources
(incorporated by reference as Appendix B to the Proxy
Statement/Prospectus in Part I of Registration Statement on
Form S-4 of Berkshire Energy Resources (No. 333-46799)).
99.3 By-laws of Berkshire Energy Resources (incorporated by
reference as Appendix C to the Proxy Statement/Prospectus in
Part I of Registration Statement on Form S-4 of Berkshire
Energy Resources (No. 333-46799)).
<F*> Exhibit numbers designated in Regulation S-K
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