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): August 16, 1999
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EASTERN ENTERPRISES
(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.
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Item 5. Other Events
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Incorporated herewith is one PRESS RELEASE attached hereto as Exhibit
99.1.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
99.1 - Press Release
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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: August 18, 1999 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
99.1--Press Release
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Exhibit 99.1
EASTERN CONSIDERING STRATEGIC ALTERNATIVES
WESTON, Massachusetts -- August 16, 1999 -- Eastern Enterprises (NYSE:
EFU) announced today that it is beginning the process of evaluating a number of
strategic and financial alternatives to enhance shareholder value. The process
will include an assessment of its current strategy of consolidating New England
gas distribution utilities, as well as consideration of share repurchases and/or
other strategic transactions, including joint ventures or sale of all or a
portion of the Company.
J. Atwood Ives, Eastern's chairman and chief executive officer,
comments, "We have made substantial progress in achieving our strategic
objective of consolidating New England gas distribution companies for the
benefit of both our customers and shareholders. Upon completion of the pending
mergers with Colonial Gas, expected to close at the end of August, and
EnergyNorth, expected to close mid-2000, Eastern will own and operate, in the
aggregate, the largest natural gas distribution company in New England serving
over 800,000 customers throughout Massachusetts and New Hampshire. It also owns
and operates the nation's second largest inland marine transportation company
and several non-regulated businesses that complement its LDC operations. As a
result of the dramatic changes taking place within the utility industry,
Eastern's Board of Trustees and management believe now is a prudent time to
undertake a review of all of Eastern's options."
The Company has retained Salomon Smith Barney to assist Eastern's Board
of Trustees and management in its review of strategic alternatives.
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Eastern Enterprises owns and operates Boston Gas Company, Essex Gas
Company, Midland Enterprises Inc. and ServicEdge Partners, Inc. Upon completion
of the pending mergers with Colonial Gas and EnergyNorth, Eastern will serve
over 800,000 natural gas customers in Massachusetts and New Hampshire. Midland,
headquartered in Cincinnati, Ohio, is the leading carrier of coal and a major
carrier of other dry bulk cargoes on the nation's inland waterways. ServicEdge
is the largest unregulated provider of residential HVAC equipment installation
and service to customers in Massachusetts.
This release and other company reports and statements issued or made
from time to time contain certain "forward-looking statements" concerning
projected future financial performance, expected plans or future operations.
Eastern cautions that actual results and developments may differ materially from
such projections or expectations.
Investors should be aware of important factors that could cause actual
results to differ materially from the forward-looking projections or
expectations. These factors include, but are not limited to:
o the effect of pending mergers on earnings and cash flow and of
adopting any new strategic initiatives,
o Eastern's ability successfully to integrate its new gas
distribution operations,
o temperatures above or below normal in eastern Massachusetts,
o changes in market conditions for barge transportation,
o adverse weather and operating conditions on the inland
waterways,
o uncertainties regarding the ultimate profitability of ServicEdge,
o the timetable and cost for completion of Eastern's year 2000 plans,
o the impact of third parties' year 2000 issues,
o changes in economic conditions, including interest rates and the value
of the dollar versus other currencies,
o regulatory and court decisions, and
o developments with respect to Eastern's previously-disclosed
environmental liabilities.
Most of these factors are difficult to accurately predict and many are
beyond the control of the Company.
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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 http://www.efu.com.
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