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: April 19, 2000
EASTERN UTILITIES ASSOCIATES
(Exact name of registrant as specified in this charter)
Massachusetts 1-5366 04-1271872
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
750 W. Center Street, West Bridgewater, Massachusetts 02379
(Address of principal executive offices) (Zip Code)
Item 1. Change in Control of Registrant.
On April 19, 2000 the merger between Eastern Utilities Associates
("EUA") and National Grid USA (formerly New England Electric System) was
completed with EUA becoming a wholly owned subsidiary of National Grid USA.
The final sale price for the Merger is approximately $642 million dollars.
Each common share of EUA issued and outstanding immediately prior to the Merger
was converted into the right to receive a cash payment of $31.459 per share. A
special dividend of $0.2835 per share will be paid to EUA shareholders upon the
closing of the Merger.
Item 7. Financial Statements, Pro Forma Financial Statement and
Exhibits.
(c) Exhibits.
2-a Agreement and Plan of Merger, dated as of February 1, 1999, by and
among Eastern Utilities Associates, New England Electric System and Research
Drive LLC. (Incorporated by reference to Exhibit 10-19.03, EUA Form 10-K for
1998, File No. 1-5366.)
99 Press Release issued by National Grid USA on April 19, 2000.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EASTERN UTILITIES ASSOCIATES
Date: April 19, 2000 By: /s/Clifford J. Hebert, Jr.
Clifford J. Hebert, Jr.
Treasurer
Exhibit Index
Exhibit No. Exhibit Description
2-a* Agreement and Plan of Merger, dated as of February 1, 1999, by and
among Eastern Utilities Associates, New England Electric System and Research
Drive LLC.
99** Press Release issued by National Grid USA on April 19, 2000.
* Incorporated by reference.
** Filed herewith.
Exhibit 99a
FOR IMMEDIATE RELEASE
CONTACTS:National Grid USA National Grid Group (U.K.)
Media: Media:
Karen Berardino Sue Pemberton
(978) 725-1240 011-44-207-282-2842
Investors: Investors:
Bob Seega Jill Sherratt
(508) 389-2178 011-44-207-620-9191
EASTERN UTILITIES ASSOCIATES MERGES WITH NATIONAL GRID
Parent companies close deal; Massachusetts Electric and Narragansett Electric
begin serving EUA customers May 1
WESTBOROUGH, Mass., April 19, 2000 - National Grid USA (formerly New England
Electric System, or NEES) completed its merger with Eastern Utilities
Associates (EUA) today, according to Rick Sergel, president and chief executive
officer of National Grid USA. The final sale price for the merger, which was
announced on February 1, 1999, was $642 million, while the final price of EUA
shares was $31.459 per share. There will be a special dividend paid to EUA
shareholders as of the merger closing date of $0.2835 per share.
"This is an exciting day for EUA customers and shareholders alike," said
Sergel. "With this closing, we can move on with the business of providing
savings and long-term benefits to all of our customers, and shareholders can be
rewarded for their loyalty over the years."
On May 1, EUA's local electric companies will merge into those of National
Grid USA. Eastern Edison, serving the greater Brockton and Fall River areas of
Massachusetts, will become part of Massachusetts Electric, to serve 1.2 million
customers. Blackstone Valley Electric Company and Newport Electric Corporation
will merge into Rhode Island's Narragansett Electric Company, to serve 560,400
customers.
Massachusetts and Rhode Island regulators have approved new rate plans for the
company's 1.7 million distribution customers in both states, which are
scheduled to take effect on May 1. The new rate plans call for an immediate
reduction in distribution rates, a five-year distribution rate freeze, and
implementation of performance standards for service reliability and customer
satisfaction.
National Grid USA's subsidiaries are engaged in the transmission and
distribution of electricity, the marketing of energy commodities and services,
and the construction and leasing of telecommunications infrastructure.
The National Grid Group plc (LSE, NYSE:NGG), parent company of National Grid
USA, builds, owns and operates electricity and telecommunications networks
around the world, focusing on liberalizing markets. The world's largest
independent electricity transmission company, National Grid Group operates in
England, Wales, Argentina, Zambia, and the U.S.
The company has a growing portfolio of telecommunications businesses that
includes a minority stake in U.K. company Energis, which National Grid Group
created; operations in Brazil and now the U.S.; and a joint venture being
developed in Poland.
