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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NEW NISOURCE INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 35-2108964
(State of Incorporation or Organization) (I.R.S. Employer
Identification Number)
801 East 86th Avenue
Merrillville, Indiana 46410
(Address of principal executive offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and 12(g) of the Exchange Act and
is effective pursuant to is effective pursuant to
General Instruction A.(c), General Instruction A.(d),
check the following box. /X/ check the following box. / /
Securities Act registration number to which this form relates: 333-
33896
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Stock Appreciation Income Linked
Securities{SM} New York Stock Exchange, Inc.
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The class of securities to be registered hereby are the Stock
Appreciation Income Linked Securities{SM} (the "SAILS") of New
NiSource Inc., a Delaware corporation.
For a description of the SAILS, reference is made to the section
entitled "Description of the SAILS" in the Joint Proxy
Statement/Prospectus contained in the Registration Statement on Form
S-4 of New NiSource Inc. and NiSource Inc. filed with the Securities
and Exchange Commission on April 3, 2000 (Registration No. 333-
33896), as amended on April 24, 2000 (the "Form S-4"), which
description is incorporated herein by reference.
ITEM 2. EXHIBITS
1.1 Joint Proxy Incorporated herein by reference
Statement/Prospectus to the Registration Statement on
Form S-4 of New NiSource Inc. and
NiSource Inc. filed with the
Securities and Exchange
Commission on April 3, 2000
(Registration No. 333-33896), as
amended on April 24, 2000 (the
"Form S-4").
4.1 Form of Indenture between
New NiSource Inc. and The
Chase Manhattan Bank, as
trustee*
4.2 Form of First Supplemental
Indenture between New
NiSource Inc. and The Chase
Manhattan Bank, as trustee*
4.3 Form of Purchase Contract
Agreement between New
NiSource Inc. and The Chase
Manhattan Bank, as purchase
contract agent*
4.4 Form of Pledge Agreement
between New NiSource Inc.,
Bank One, National
Association, as collateral
agent, Bank One, National
Association, as securities
intermediary, and The
Chase Manhattan Bank, as
purchase contract agent*
10.1 Form of Remarketing Incorporated herein by reference
Agreement between New to Exhibit 10.1 to the Form S-4.
NiSource Inc. and Credit
Suisse First Boston
Corporation, as remarketing
agent*
* Filed herewith.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
NEW NISOURCE INC.
(Registrant)
By: /s/ Stephen P. Adik
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Stephen P. Adik
Vice President
EXHIBIT INDEX
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4.1 Form of Indenture between New NiSource Inc. and The Chase
Manhattan Bank, as trustee
4.2 Form of First Supplemental Indenture between New NiSource
Inc. and The Chase Manhattan Bank, as trustee
4.3 Form of Purchase Contract Agreement between New NiSource
Inc. and The Chase Manhattan Bank, as purchase contract
agent
4.4 Form of Pledge Agreement between New NiSource Inc., Bank
One, National Association, as collateral agent, Bank One,
National Association, as securities intermediary, and
The Chase Manhattan Bank, as purchase contract agent
