GREAT BAY POWER CORP
8-K, 1996-04-19
ELECTRIC SERVICES
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<PAGE>   1
                       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

                                 April 11, 1995
                -------------------------------------------------
                (Date of Report; Date of Earliest Event Reported)

                           Great Bay Power Corporation
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                  New Hampshire
                 ----------------------------------------------
                 (State or other jurisdiction of incorporation)

         0-25748                                      02-0396811
- ------------------------                 ------------------------------------
(Commission File Number)                 (I.R.S. Employer Identification No.)

         20 Ladd Street
     Portsmouth, New Hampshire                             03801
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                (Zip Code)

                                 (603) 433-8822
- --------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

                               Page 1 of 5 pages.
                        Exhibit Index appears on page 4.


<PAGE>   2



                    INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 5.  OTHER EVENTS.

         Great Bay Holdings Corp. (the "Registrant"), a wholly-owned subsidiary
of Great Bay Power Corporation ("Great Bay"), announced on April 11, 1996 that
the Registrant had filed a Registration Statement on Form S-4 with the
Securities and Exchange Commission in order to create a holding company
structure for Great Bay. If the restructuring is consummated, Great Bay will
become a wholly-owned subsidiary of the Registrant, and Great Bay shareholders
will become stockholders of the Registrant.

                                      -2-
<PAGE>   3




                                   SIGNATURES

         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.

Date:  April 19, 1996                      GREAT BAY POWER CORPORATION


                                           By: /s/ John A. Tillinghast
                                                 ------------------------- 
                                                   John A. Tillinghast
                                                   President and Chief Executive
                                                   Officer

                                      -3-
<PAGE>   4


                                INDEX TO EXHIBITS

Exhibit
Number       Exhibit                                               Page No.
- ------       -------                                               -------- 
  99         Press Release announcing
             Registrant's filing of 
             Registration Statement on 
             Form S-4



                                      -4-

<PAGE>   1

- --------------------------------------------------------------------------------

                           GREAT BAY POWER CORPORATION

- --------------------------------------------------------------------------------

                                 20 Ladd Street, Portsmouth, New Hampshire 03801
                                                          Telephone 603/433-8822
                                                          Facsimile 603/433-8645



FOR IMMEDIATE RELEASE

Contact: John A. Tillinghast, President
         (603) 433-8822

                GREAT BAY POWER ANNOUNCES CORPORATE RESTRUCTURING

     PORTSMOUTH, NEW HAMPSHIRE, April 11, 1996--Great Bay Power Corporation
("Great Bay")(Nasdaq National market: GBPW) announced today that its
wholly-owned subsidiary, Great Bay Holdings Corp. ("Holdings"), has filed a Form
S-4 Registration Statement with the Securities and Exchange Commission in order
to create a holding company structure for Great Bay. If the restructuring is
consummated, Great Bay will become a wholly-owned subsidiary of Holdings, and
the Great Bay stockholders will become stockholders of Holdings. Upon
consummation of the proposed restructuring, the common stock of Holdings will be
publicly traded on the Nasdaq National Market under the symbol "GBPW."

     In order to effectuate the proposed restructuring, Great Bay must obtain
approval from the shareholders of Great Bay and from the Federal Energy
Regulatory Commission, the Nuclear Regulatory Commission and the New Hampshire
Public Utilities Commission. The Company expects to hold a special meeting of
shareholders to approve the restructuring in June 1996 and obtain all necessary
regulatory approvals by the end of the second quarter of 1996.

     Great Bay is an exempt wholesale generator of power in New England. The
Company owns 12.1% of the Seabrook Nuclear Power Plant in Seabrook, New
Hampshire. This ownership interest entitles Great Bay to approximately 140
megawatts of the plant's power output. Incorporated in 1986, Great Bay is a New
Hampshire corporation authorized by the New Hampshire Public Utilities
Commission to engage in business as a public utility, and is a member of NEPOOL.

     A registration statement relating to the common stock of Holdings has been
filed with the Securities and Exchange Commission but has not yet become
effective. The common stock of Holdings may not be sold, nor may offers to buy
be accepted, prior to the time the registration statement becomes effective.
This communication shall not constitute an offer to sell or solicitation of an
offer to buy nor shall there be any sale of these securities in any State in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such State.

                                       -5-





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