SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) December 17, 1999
Connecticut Energy Corporation
(Exact Name of Registrant as Specified in Charter)
Connecticut 1-8369 06-0869582
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
855 Main Street, Bridgeport, Connecticut 06604
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (800) 760-7776
None
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(Former Name or Former Address, if Changed Since Last Report)
Connecticut Energy Corporation and its subsidiaries and their
representatives may, from time to time, make written or oral statements,
including statements contained in the Company's filings with the Securities and
Exchange Commission and in its annual report to shareholders, including its Form
10-K for the fiscal year ended September 30, 1999, which constitute or contain
"forward-looking" information as that term is defined in the Private Securities
Litigation Reform Act of 1995.
All statements other than the financial statements and other statements
of historical facts included in this Form 8-K regarding the Company's financial
position and strategic initiatives and addressing industry developments are
forward-looking statements. Where, in any forward-looking statement, the
Company, or its management, expresses an expectation or belief as to future
results, such expectation or belief is expressed in good faith and believed to
have a reasonable basis, but there can be no assurance that the statement of
expectation or belief will result or be achieved or accomplished. Factors which
could cause actual results to differ materially from those stated in the
forward-looking statements may include, but are not limited to, general and
specific economic, financial and business conditions; federal and state
regulatory, legislative and judicial developments which affect the Company or
significant groups of its customers; the impact of competition on the Company's
revenues; fluctuations in weather from normal levels; changes in development and
operating costs; the availability and cost of natural gas; the availability and
terms of capital; exposure to environmental liabilities; the costs and effects
of unanticipated legal proceedings; the successful implementation and
achievement of internal performance goals; the impact of unusual items resulting
from ongoing evaluations of business strategies and asset valuations; changes
in business strategy; and estimates of future costs or the effect on future
operations as a result of events that could result from the Year 2000 issue.
Item 5. Other Events
A. On December 17, 1999, Connecticut Energy Corporation issued the following
press release:
CONNECTICUT ENERGY RECEIVES MERGER APPROVAL FROM DPUC
BRIDGEPORT, CT, December 17, 1999--The Connecticut Department of Public
Utility Control (DPUC) has approved the merger of Connecticut Energy Corporation
(CNE-NYSE) and Energy East Corporation (NEG-NYSE).
In September, Connecticut Energy shareholders overwhelmingly voted in
favor of the merger. In order to complete the transaction, the companies also
need Securities and Exchange Commission (SEC) approval. Energy East applied for
this in August and expects to receive SEC approval in January. The transaction
will be closed soon after.
The transaction is valued at $617 million, including the assumption of
debt. At closing, Connecticut Energy shareholders will receive $42 per share,
fifty percent payable in stock and fifty percent in cash. Shareholders are being
mailed an election form and will be able to specify the percentage of the
consideration they wish to receive in stock and in cash, subject to proration.
This transaction, which is expected to be completed in late January, is
the first of Energy East's acquisitions. In addition to its current utility
operations through New York State Electric and Gas (NYSEG), and other related
nonutility operations, mergers are underway with CMP Group (CTP:NYSE), CTG
Resources (CTG: NYSE) and Berkshire Energy Resources (BERK:Nasdaq). For the
three other pending mergers, approvals are needed from the Connecticut, Maine
and Massachusetts utility regulators. The SEC also needs to accept Energy East's
application to become a registered holding company. The company has stated that
it anticipates all transactions will be completed in the second quarter of 2000.
Through the Southern Connecticut Gas Company, Connecticut Energy
distributes natural gas to approximately 158,000 customers in 22 Connecticut
communities. Through its subsidiary, CNE Energy Services Group, Inc., the
Company also provides an array of energy commodities and services to commercial
and industrial customers throughout New England. CNE Development Corporation
participates in a natural gas purchasing cooperative, and CNE Venture-Tech
invests in ventures that offer technologically advanced energy-related products
and operates a service bureau. Further information on the Company is available
at www.ConnEnergy.com.
Energy East Corporation [NYSE: NEG] is a super-regional energy services
and delivery company in the Northeast. Energy East is a leader in promoting
competition and is committed to profitably growing its energy infrastructure.
Upon completion of its mergers with Connecticut Energy Corporation, CMP Group,
CTG Resources and Berkshire Energy Resources - and including its current energy
delivery subsidiary, NYSEG - Energy East will serve approximately 2 million
customers (1.4 million electricity and 600,000 natural gas) in upstate New York
and New England. Energy East's home page on the Internet is www.engyeast.com.
This press release contains forward-looking statements about the
companies. While the company believes such statements to be reasonable at the
date of this press release and makes them in good faith, Connecticut Energy
cautions that they may vary from actual results. Investors should be aware of
important factors that could have a material impact on future results, such as
the availability and terms of capital; competition for energy services; actions
by federal and state regulatory authorities; legislative and judicial
developments which affect the company or significant groups of its customers;
and other uncertainties.
SIGNATURES
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.
CONNECTICUT ENERGY CORPORATION
(Registrant)
Date: December 27, 1999 By: /s/ Carol A. Forest
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Carol A. Forest
Vice President, Finance, Chief Financial
Officer, Treasurer and Assistant Secretary
