SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 4, 1999
ENERGYNORTH, INC.
(Exact name of registrant in its charter)
___________________________________________
New Hampshire 001-11441 02-0363755
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
1260 Elm Street, P.O. Box 329, Manchester, NH 03105-0329 (603) 625-4000
(Address, zip code and telephone number of principal executive offices)
None
(Former name of former address, if changed since last report)
<PAGE>
Items 1 through 4 and Items 6, 7(a) and (b), 8 and 9. Not Applicable
Item 5. Other Events.
On November 4, 1999, Eastern Enterprises and EnergyNorth,Inc.entered
into Amendment No. 1 to the Agreement and Plan of Reorganization (the "Merger
Agreement") dated July 14, 1999. The press release relating thereto is
included herein as Exhibit 99.1.
Item 7. Financial Statement and Exhibits.
(c) Exhibits -
99.1 - Press Release.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
EnergyNorth, Inc. has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
ENERGYNORTH, INC.
(Registrant)
Date: November 10, 1999 By /s/ Robert R. Giordano
________________________________
Robert R. Giordano, President and
Chief Executive Officer
<PAGE>
Exhibit Index
99.1 - Press Release.
Exhibit 99.1
FOR IMMEDIATE RELEASE Contact: Seth Wheeler
Corporate Communications
(603) 625-4000, ext. 4267
[email protected]
Thursday, November 4, 1999
Eastern Enterprises to Merge with KeySpan Corporation;
Increases Price for EnergyNorth
Manchester, New Hampshire -- In light of Eastern Enterprises'
(NYSE:EFU) announcement today of its agreement to merge with
KeySpan Corporation (NYSE:KSE), EnergyNorth, Inc.'s (NYSE:EI)
July 15, 1999 agreement to merge with Eastern Enterprises has
been revised. The price Eastern Enterprises will pay to
EnergyNorth shareholders has been increased by 30% to $61.13 per
share in cash from a combination of cash and stock valued at
$47.00 per share at the time of the July 15 announcement. The
revised purchase price values EnergyNorth's equity at over $200
million with a total enterprise value of close to $250 million,
including its outstanding long-term debt.
The purchase price will be paid entirely in cash upon successful
completion of the EnergyNorth - Eastern Enterprises merger and
will be taxable. The revised transaction is contingent on the
completion of Eastern's merger with KeySpan Corporation. Under
the original agreement 50.1% of EnergyNorth common stock was to
be converted into Eastern stock, subject to a collar, and 49.9%
into cash.
Robert R. Giordano, EnergyNorth president and chief executive
officer, commented, "Eastern's merger with KeySpan is just one
more step in the rapid consolidation of the energy industry. I
am pleased that our shareholders will see an even greater return
on their investment in our company. At the same time, our
customers and employees will benefit from being part of one of
the leading national players in the increasingly competitive
energy marketplace.
"KeySpan Corporation has moved to expand its presence in the New
England region and should be a great fit with the EnergyNorth
companies. KeySpan shares EnergyNorth's vision for growth, as
well as its goal of becoming a more diversified energy services
company," Mr. Giordano continued. "I'm particularly excited
about the opportunity of our mechanical contracting subsidiary,
ENI Mechanicals, to leverage the regional strength of the KeySpan
Energy Marketing Group, which in September acquired the Rhode
Island-based Delta Mechanical of New England. I've known
KeySpan's Chairman and CEO Bob Catell for many years and have
great respect for him and his management team."
<PAGE>
The EnergyNorth - Eastern and the Eastern - KeySpan mergers are
expected to close simultaneously in nine to twelve months,
subject to satisfactory regulatory and shareholder approvals.
EnergyNorth, Inc. is an energy services holding company
headquartered in Manchester, New Hampshire. Its subsidiaries
distribute natural gas and propane gas to more than 95,000
customers throughout New Hampshire and Vermont, as well as
provide mechanical contracting services for commercial,
industrial and institutional customers in northern New England.
Eastern Enterprises owns and operates Boston Gas Company,
Colonial Gas Company, Essex Gas Company, Midland Enterprises
Inc., ServicEdge Partners, Inc. and Transgas, Inc. Upon
completion of the pending merger with EnergyNorth, 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. Transgas
is the nation's largest over-the-road transporter of liquefied
natural gas.
KeySpan Corporation is a holding company operating two utilities
that distribute natural gas under the Brooklyn Union name to 1.6
million customers in New York City and on Long Island, making it
the fourth largest gas-distribution company in the United States.
Other KeySpan companies market a portfolio of gas-marketing and
energy-related services in the Northeast, operate electric-
generation plants in New York City and on Long Island, and
provide operating and customer services to one-million electric
customers of the Long Island Power Authority. KeySpan's
unregulated energy activities focus on three principal lines of
business: gas exploration and development, primarily through The
Houston Exploration Company (NYSE: THX); domestic pipelines and
storage; and international activities, including gas-processing
in Canada, and gas pipelines and local-distribution in Northern
Ireland.
# # # #
