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): August 31, 1999
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COLONIAL GAS COMPANY
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(Exact name of registrant as specified in its charter)
Massachusetts 0-10007 04-3480443
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
c/o Boston Gas Company, One Beacon Street, Boston, Massachusetts 02108
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(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code (617) 742-8400
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401 Market Street, Lowell, Massachusetts 01853
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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
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Incorporated herewith is one PRESS RELEASE attached hereto as Exhibit
99.1.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
99.1 - Press Release
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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.
COLONIAL GAS COMPANY
Date: September 16, 1999 By: /s/ L. William Law, Jr.
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L. William Law, Jr.
Assistant Clerk
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EXHIBIT INDEX
Exhibits
99.1--Press Release
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Exhibit 99.1
EASTERN ENTERPRISES COMPLETES COLONIAL GAS MERGER
WESTON, MA - August 31, 1999 - Eastern Enterprises (NYSE: EFU) today
announced that it had completed its merger with Colonial Gas Company (NYSE:
CLG).
Colonial shareholders will receive the equivalent of $37.50 per share
in cash and/or Eastern common stock. Colonial shareholders who elected to
receive Eastern common stock will receive 0.85239 share of Eastern common stock
for every share of Colonial common stock, based on Eastern's market value
(determined by the average closing price per share for the ten consecutive
trading days prior to and including the third trading day prior to the closing
date), subject to proration. Preliminary results indicate that Colonial
shareholders have elected to receive Eastern stock for approximately 6 million
shares of Colonial stock. Therefore, according to the terms of the merger, those
elections will be pro-rated to receive approximately 82% Eastern stock and 18%
cash. All Colonial shareholders who elected to receive cash for their Colonial
shares will receive cash payment. Colonial shareholders who did not make an
election will receive cash for their Colonial shares and will be sent
instructions as to how to exchange their shares over the next few days. Eastern
is paying $150 million cash and issuing approximately 4,220,000 shares in
connection with this transaction, which has an equity value of $336 million and
a total transaction value of $474 million.
Eastern Enterprises owns and operates Boston Gas Company, Colonial Gas
Company, Essex Gas Company, Midland Enterprises Inc. and ServicEdge Partners,
Inc. Upon completion of the pending merger with EnergyNorth, Inc., Eastern will
serve over 800,000 natural gas customers in Massachusetts and New Hampshire.
Midland, headquartered in Cincinnati, Ohio, is the leading carrier of coal and a
major carrier of other dry bulk cargoes on the nation's inland waterways.
ServicEdge is the largest unregulated provider of residential HVAC equipment
installation and service to customers in Massachusetts.
Eastern Enterprises' press releases are available via fax by calling, toll-free,
1-800-311-4607 or on the Internet at Eastern's Home Page on the World Wide Web:
http://www.efu.com
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