SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 24, 1998
ESSEX COUNTY GAS COMPANY
(Exact name of registrant as specified in its charter)
Massachusetts 0-11 04-142 7020
(State or other Commission File Number (IRS Employer
jurisdiction of Identification No.)
incorporation)
7 North Hunt Road, Amesbury, Massachusetts 01913
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (978) 388-4000
None
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On June 24, 1998, shareholders of Essex County Gas Company (the
"Company") approved the Agreement and Plan of Merger (the "Merger Agreement")
dated as of December 19, 1997, by and between the Company and Eastern
Enterprises. A press release announcing such approval is attached hereto as
Exhibit 1 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 1. Press Release issued by the Company on June 24, 1998.
<PAGE>
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, thereunto duly authorized.
Dated: June 29, 1998
ESSEX COUNTY GAS COMPANY
By: /s/ James Hastings
Name: James Hastings
Title: Vice President and Treasurer
<PAGE>
EXHIBIT LIST
Exhibit 1. Press Release issued by the Company on June 24, 1998.
EXHIBIT 1
[LETTERHEAD OF ESSEX COUNTY GAS COMPANY]
FOR IMMEDIATE RELEASE
June 24, 1998
7 North Hunt Road
Amesbury, MA 01913
James H. Hastings
(978) 556-1319
ESSEX COUNTY GAS SHAREHOLDERS APPROVE
MERGER WITH EASTERN ENTERPRISES
Amesbury/Weston, MA -- June 24, 1998 -- Essex County Gas Company (NASDAQ:
ECGC) announced today that shareholders approved the Agreement and Plan of
Merger dated as of December 19, 1997 with Eastern Enterprises (NYSE:
EFU).
Philip H. Reardon, President and Chief Executive Officer of Essex County
Gas Company commented, "Our shareholders have strongly endorsed our Boards'
conclusion that a merger with Eastern Enterprises strengthens Essex County Gas'
ability to grow and service customers going forward in this increasingly
competitive energy marketplace." Eastern's Chairman and Chief Executive Officer,
J. Atwood Ives, added "We are excited about the growth opportunities for natural
gas in Essex County. We look forward to providing continued quality service to
customers in the area, as well as building additional value for Essex County
Gas' shareholders."
The Massachusetts Department of Telecommunications and Energy (MDTE) is in
the process of reviewing the terms of the merger agreement, together with the
proposed rate plan which calls for an immediate 5% reduction in rates for Essex
County Gas customers followed by a ten-year base rate freeze. The MDTE is
expected to issue its decision later this year.
Essex County Gas Company distributes natural gas to over 43,000 customers
in northwestern Massachusetts.
Eastern Enterprises owns and operates Boston Gas Company, New England's
largest distributor of natural gas, serving 530,000 residential, commercial and
industrial customers in Boston and 73 other eastern and central Massachusetts
communities, and Midland Enterprises, Inc., the leading carrier of coal and
major carrier of other dry bulk cargoes on the nation's inland waterways, with a
fleet of 2,348 barges and 87 towboats. ServicEdge Partners, Inc., a new
subsidiary of Eastern, provides HVAC equipment installation and service to
customers in eastern Massachusetts.
