(As filed July 17, 2000)
File No. 70-9605
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 3
on
FORM U-1/A
APPLICATION/DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
EASTERN ENTERPRISES
9 Riverside Road
Weston, Massachusetts 02493
ENERGYNORTH, INC.
1260 Elm Street
P.O Box 329
Manchester, New Hampshire 03105
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(Names of companies filing this statement and
addresses of principal executive offices)
NONE.
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(Name of top registered holding company parent of each
applicant or declarant)
L. William Law, Jr., Esq. Michelle L. Chicoine
Senior Vice President and General Counsel Executive Vice President
Eastern Enterprises EnergyNorth, Inc.
9 Riverside Road 1260 Elm Street
Weston, Massachusetts 02493 Manchester, New Hampshire 03101
----------------------------------------
(Names and addresses of agents for service)
The Commission is requested to send copies of all notices, orders and other
communications to:
Andrew F. MacDonald, Esq. Richard A. Samuels, Esq.
Thelen Reid & Priest LLP McLane, Graf, Raulerson &
701 Pennsylvania Ave., N.W. Middleton P.A.
Washington, D.C. 20004 900 Elm Street
P.O. Box 326
Manchester, New Hampshire 03105
<PAGE>
The Application/Declaration filed in this proceeding on January 5,
2000, as amended by Amendment No.1, filed on February 3, 2000, and amended and
restated by Amendment No. 2, filed on June 1, 2000, is hereby further amended as
follows:
The final paragraph of ITEM 1 - DESCRIPTION OF PROPOSED TRANSACTION,
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is amended and restated to read as follows:
"The Merger of Eastern and EnergyNorth on a stand-alone basis (that
is, assuming the KeySpan Merger Agreement is terminated before the Effective
Time) has been structured to qualify as a reorganization under Section 368(a) of
the Internal Revenue Code. Accordingly, an EnergyNorth stockholder who exchanges
his or her shares solely for Eastern common stock will not recognize any gain or
loss. An EnergyNorth stockholder who receives a combination of cash and Eastern
common stock in the Merger will not recognize any loss but will recognize gain,
if any, in an amount equal to the lesser of the amount of the cash received and
the total gain realized by such stockholder in the Merger. An EnergyNorth
stockholder who receives only cash will recognize the full amount of any gain or
loss. Under either Merger structure, the transaction will be accounted for by
Eastern using the purchase method of accounting for a business combination in
accordance with generally accepted accounting rules. Under this method of
accounting, the assets and liabilities of EnergyNorth, including intangible
assets, will be recorded at their fair values, and the excess of the
consideration paid over those amounts will be recorded as goodwill and amortized
over 40 years. Consistent with the Commission's Staff Accounting Bulletin No.
54, Topic 5J, such goodwill will be "push downed" to EnergyNorth's subsidiaries.
Assuming that the Merger and the KeySpan Merger close contemporaneously, it is
currently estimated that $124 million of goodwill created in the transaction
would be allocated to ENGI."
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<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned company has duly caused this statement to be signed on
its behalf by the undersigned officer thereunto duly authorized.
EASTERN ENTERPRISES
By: /s/ Walter J. Flaherty
------------------------------------
Name: Walter J. Flaherty
Title: Executive Vice President and
Chief Financial Officer
ENERGYNORTH, INC.
By: /s/Michelle L. Chicoine
------------------------------------
Name: Michelle L. Chicoine
Title: Executive Vice President
Date: July 17, 2000
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