SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
In the Matter of )
Eastern Enterprises, et al. )
) File No. 70-9605
(Public Utility Holding )
Company Act of 1935) )
CERTIFICATE OF NOTIFICATION
PURSUANT TO RULE 24
This Certificate of Notification is filed by Eastern Enterprises
("Eastern") and EnergyNorth, Inc. ("EnergyNorth"), each of which is an exempt
holding company, in connection with Eastern's acquisition of all of the issued
and outstanding common stock of EnergyNorth, as proposed in the Form U-1
Application/Declaration, as amended (the "Application") filed in this
proceeding, and authorized by Order of the Securities and Exchange Commission
dated November 7, 2000 (Release No. 35-27269) (the "Merger Order"). Eastern and
EnergyNorth hereby certify pursuant to Rule 24:
a. That, on November 8, 2000, by means of the all-cash merger described in the
Merger Order, and having obtained all state and federal approvals
necessary, Eastern acquired all of the issued and outstanding common stock
of EnergyNorth;
b. That Eastern paid approximately $204.2 million in consideration for the
outstanding shares of common stock of EnergyNorth; and
c. That all of the transactions described in the Application were carried out
in accordance with the terms of the Merger Order.
A "past tense" opinion of counsel is attached hereto.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, as amended, the undersigned companies have duly caused this certificate to
be signed on their behalf by the undersigned thereunto duly authorized.
EASTERN ENTERPRISES
By: /s/ L. William Law, Jr.
-------------------------------
L. William Law, Jr.
Senior Vice President and Secretary
ENERGYNORTH, INC.
By: /s/ L. William Law, Jr.
-------------------------------
L. William Law, Jr.
Vice President
Dated: November 8, 2000
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