SECURITIES AND EXCHANGE COMMISSION
File No. 070-09443
Eastern Enterprises
Applicant's Certificate of Completion pursuant to Rule 24
The applicant, Eastern Enterprises, hereby certifies that its acquisition of the
capital stock of Colonial Gas Company, the subject of Eastern's Application on
Form U-1 which was granted by order of the Commission dated August 12, 1999, has
been carried out in accordance with the terms and conditions of and for the
purposes represented in the said Application and Order.
The acquisition was effected by consummation of the merger of Colonial Gas
Company into a wholly-owned subsidiary of Eastern Enterprises, as a result of
which Eastern holds all the issued and outstanding capital stock of Colonial Gas
and the former stockholders of Colonial Gas received cash or Common Shares of
Eastern Enterprises, according to their choice and subject to proration, as
described in the Application and the S-4 Registration Statement of Eastern
included in the Application as an exhibit. The aggregate merger consideration is
approximately $150 million cash and 4,220,000 shares of Eastern.
EXHIBIT TO THIS CERTIFICATE
1. Opinion of L. William Law, Esq.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
l935, the undersigned company has duly caused this Certificate to be signed on
its behalf by the undersigned officer thereunto duly authorized.
EASTERN ENTERPRISES
/s/ Walter J. Flaherty
Walter J. Flaherty
Executive Vice President and Chief
Financial Officer
Date: September 7, 1999
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INDEX TO EXHIBITS
1. Opinion of L. William Law, Esq.
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September 7, 1999
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
I am General Counsel of Eastern Enterprises, a Massachusetts voluntary
association ("Eastern"), and have represented Eastern in connection with the
acquisition (the "Acquisition") by it of all of the outstanding shares of common
stock, $3.33 par value per share, of Colonial Gas Company, a Massachusetts gas
utility company ("Colonial Gas"), in exchange for cash and shares of common
stock, $1.00 par value, of Eastern pursuant to an Agreement and Plan of
Reorganization, dated as of October 17, 1999 (the "Merger Agreement"), by and
between Colonial Gas and Eastern providing for the merger (the "Merger") of
Colonial Gas into a Massachusetts corporation wholly owned by Eastern ("Merger
Sub"), as a result of which Merger Sub is the surviving corporation.
In that capacity, I have participated in the preparation and filing of Eastern's
Application to the Commission on Form U-1 (the "Application") for approval of
the Acquisition pursuant to Section 10 of the Public Utility Holding Company Act
of 1935, as amended, and I have examined the Commission's order dated August 12,
1999 (the "Order") approving the Application.
Based on the foregoing, I am of the opinion that the Acquisition and the Merger
as described in the Application have been carried out in accordance with the
Application and the Order, by consummation of the Merger in accordance with the
terms of the Merger Agreement.
Very truly yours,
/s/ L. William Law
L. William Law
