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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 (DATE OF EARLIEST EVENT REPORTED): September 30, 1998
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EASTERN ENTERPRISES
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Massachusetts 1-2297 04-1270730
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(STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION NO.)
INCORPORATION)
9 RIVERSIDE ROAD, WESTON, MASSACHUSETTS 02493
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (781) 647-2300
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NONE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 1 THROUGH 4 AND ITEMS 6, 7(a) AND (b), 8 AND 9. Not Applicable.
ITEM 5. OTHER EVENTS
Incorporated herewith is one PRESS RELEASE attached hereto as Exhibit
99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 - Press Release
2
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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.
EASTERN ENTERPRISES
Date: October 13, 1998 By: /s/ L. William Law, Jr.
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L. William Law, Jr.
Senior Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
EXHIBITS
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99.1--Press Release
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Exhibit 99.1
EASTERN ENTERPRISES COMPLETES ESSEX COUNTY GAS MERGER
WESTON, MA - September 30, 1998 - Eastern Enterprises (NYSE: EFU) today
announced that it had completed its merger with Essex County Gas Company
(NASDAQ: ECGC).
Essex shareholders will receive 1.183985 shares of Eastern common stock for
every share of Essex common stock owned. Based on Eastern's market value
(determined by the average closing price per share for the ten consecutive
trading days prior to and including the fifth trading day prior to the closing
date), Essex shareholders will receive the equivalent of $49.06 per share.
Eastern is issuing 2,047,000 shares in connection with this transaction, which
has an equity value of $85 million and a total transaction value of $113
million. Essex shareholders of record will receive instructions as to how to
exchange their shares over the next few days.
Eastern Enterprises owns and operates Boston Gas Company, New England's
largest distributor of natural gas, serving 530,000 residential, commercial and
industrial customers in Boston and 73 other eastern and central Massachusetts
communities. Essex County Gas serves 43,000 customers in 17 cities and towns in
a region contiguous to Boston Gas' service territory in the northeast portion of
Massachusetts. Eastern also owns Midland Enterprises Inc., the leading carrier
of coal and a major carrier of other dry bulk cargoes on the nation's inland
waterways, with a fleet of 2,384 barges and 87 towboats. Headquartered in
Cincinnati, Ohio, Midland provides low-cost marine transportation to many of the
country's major industrial and agricultural regions. ServicEdge Partners, Inc.,
a new subsidiary of Eastern, provides HVAC equipment installation and service to
customers in eastern Massachusetts.
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Eastern Enterprises' press releases are available via fax by calling, toll-free,
1-800-311-4607
or
on the Internet at Eastern's Home Page on the World Wide Web: http://www.efu.com
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