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): April 26, 2000
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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.
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Item 5. Other Events
As of April 26, 2000, the Board of Trustees of Eastern Enterprises (the
"Trust") adopted an amendment to the Rights Agreement (the "Rights Agreement"),
dated as of July 22, 1998, between the Trust and Fleet National Bank, formerly
known as BankBoston, N. A. Pursuant to this amendment, KeySpan Corporation, a
New York corporation, and its subsidiaries will not be considered an Acquiring
Person (as defined in the Rights Agreement) under the Rights Agreement to the
extent any such person becomes the beneficial owner of 10% or more of the shares
of common stock of the Trust then outstanding by reason of the consummation of
the transactions contemplated by the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of November 4, 1999, as amended, by and among the Trust,
KeySpan Corporation and ACJ Acquisition LLC, except at and after such time as
the Merger Agreement is terminated pursuant to Section 9.01 thereof. A copy of
this amendment is filed herewith as Exhibit 99.1 and is hereby incorporated by
reference.
As of April 26, 2000, Section 38 of the Declaration of Trust of the
Trust was amended. A copy of the amended Section 38 is filed herewith as Exhibit
99.2 and is hereby incorporated by reference.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
99.1 Amendment No. 1 to Rights Agreement, dated as of April 26, 2000,
between Eastern Enterprises and Fleet National Bank,
formerly known as BankBoston, N.A.
99.2 Amendment to Declaration of Trust of the Trust.
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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: May 16, 2000 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 Amendment No. 1 to Rights Agreement, dated as of April 26, 2000,
between Eastern Enterprises and Fleet National Bank,
formerly known as BankBoston, N.A.
99.2 Amendment to Declaration of Trust of the Trust.
Exhibit 99.1
Amendment No. 1 to the
Rights Agreement
of Eastern Enterprises
This Amendment No. 1, dated as of April 26, 2000, amends the Rights
Agreement dated as of July 22, 1998 (the "Rights Agreement"), between Eastern
Enterprises, a Massachusetts business trust (the "Trust"), and Fleet National
Bank (formerly known as BankBoston, N.A.), as Rights Agent (the "Rights Agent").
Terms defined in the Rights Agreement and not otherwise defined herein are used
herein as so defined.
W I T N E S S E T H:
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WHEREAS, on July 22, 1998 the Board of Trustees of the Trust authorized
the issuance of Rights to purchase, on the terms and subject to the provisions
of the Rights Agreement, shares of the Trust's Common Stock;
WHEREAS, on July 22, 1998, the Board of Trustees of the Trust
authorized and declared a dividend distribution of one Right for every share of
Common Stock of the Trust outstanding on the Dividend Record Date and authorized
the issuance of one Right (subject to certain adjustments) for each share of
Common Stock of the Trust issued between the Dividend Record Date and the
Distribution Date;
WHEREAS, the Distribution Date has not occurred; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board has
approved an amendment of certain provisions of the Rights Agreement as set forth
below;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. Section 1(b) is amended by deleting the phrase "or (v)"
after clause (iv) and adding the following language:
", (v) an Exempt Person, or (vi)".
2. A new definition is added after Section 1(u) and before
Section 1(v) as follows:
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"(u*) "Exempt Person" shall mean KeySpan Corporation, a New York
corporation, and its subsidiaries solely to the extent any such Person becomes
the Beneficial Owner of 10% or more of the shares of Common Stock then
outstanding by reason of the consummation of the transactions contemplated by
the Agreement and Plan of Merger, dated as of November 4, 1999, as amended (the
"Merger Agreement"), by and among the Trust, KeySpan Corporation and ACJ
Acquisition LLC; provided, that this Section 1(u*) shall be of no further force
and effect at and after such time as the Merger Agreement is terminated pursuant
to Section 9.01 thereof.
3. Section 24(a) is amended by deleting the phrase "or (iv)"
after clause (iii) in the last sentence and adding the following language:
", (iv) an Exempt Person, or (v)".
4. Governing Law. This Amendment to the Rights Agreement shall be
deemed to be a contract made under the laws of The Commonwealth of Massachusetts
and for all purposes shall be governed by and construed in accordance with the
laws of said Commonwealth applicable to contracts to be made and performed
entirely within said Commonwealth.
5. Counterparts. This Amendment to the Rights Agreement may be
executed in any number of counterparts and each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.
6. Amendment; Ratification of Rights Agreement. Except as expressly
noted herein, this Amendment to the Rights Agreement shall not by implication or
otherwise alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Rights
Agreement, all of which are ratified and affirmed in all respects and shall
continue in full force and effect.
7. Severability. If any term, provision, covenant or restriction of
this Amendment to the Rights Agreement is held by a court of competent
jurisdiction or other authority to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this Amendment
to the Rights Agreement, and of the Rights Agreement, shall remain in full force
and effect and shall in no way be affected, impaired or invalidated.
8. The Trust. Reference is hereby made to the declaration of trust
establishing the Trust dated July 18, 1929, as amended, a copy of which is on
file in the office of the Secretary of State of The Commonwealth of
Massachusetts. The name "Eastern Enterprises" refers to the trustees under such
declaration as trustees and not personally. No trustee, shareholder, officer or
agent of the Trust shall be held to any personal liability in connection with
the affairs of the Trust and only the trust estate may be liable.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to the Rights Agreement to be duly executed as of the day and year first above
written.
EASTERN ENTERPRISES
By: /s/ Fred C. Raskin
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Title: President and COO
Attest:
By: /s/ Jean A. Scholtens
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Title: Vice President and Treasurer
FLEET NATIONAL BANK (FORMERLY
KNOWN AS BANKBOSTON, N.A.), as
Rights Agent
By: /s/ Tyler Haynes
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Title: Managing Director
Attest:
By: /s/ Margaret Prentice
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Title: Managing Director
Exhibit 99.2
SECTION 38. Voluntary Termination or Amendment of Trust. The Trustees
may terminate this trust at any time, or may cause this trust to be merged into
or consolidated with another company or may cause or permit a Massachusetts
limited liability company or any other company to merge into or consolidate with
this trust under or pursuant to any state or federal statute, if such
termination, merger or consolidation has been authorized by vote of at least a
majority of the outstanding Common Stock; provided that in the case of such
statutory merger or consolidation, the agreement of merger or consolidation
shall (subject to the last sentence of the next to the last paragraph of Article
40) confer on the holders of all shares of this trust who dissent from such
merger within the time and in the manner provided in the Massachusetts statute
applicable to business corporations, substantially those rights they would have
if this trust were at the time a Massachusetts business corporation; and
provided further that in other respects the Trustees shall have power to
prescribe the procedure necessary or appropriate to accomplish such merger or
consolidation in conformity with the provisions of the applicable statute.
Except in instances in which this Declaration requires a higher
percentage the terms of this Declaration may be amended in any particular
whatsoever or added to or rescinded by vote of at least a majority of the
outstanding Common Stock; provided (a) no change shall be made in Article 19
which will impair the relief from personal liability provided therein, (b) any
provision requiring a higher percentage than a majority shall be amended only by
such higher percentage and (c) this Declaration may be amended for the purpose
of changing the name of this trust, or of supplying any omission, curing any
ambiguity or curing, correcting or supplementing any defective or inconsistent
provision contained in this Declaration, by the Trustees without authorization
by shareholder vote.
