SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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IN THE MATTER OF
NIPSCO INDUSTRIES, INC. CERTIFICATE
PURSUANT TO
File No. 70-9197 RULE 24
(Public Utility Holding Company
Act of 1935)
-------------------------------
This Certificate of Notification (the "Certificate") is filed by
NIPSCO Industries, Inc. ("Industries"), an Indiana corporation and an
exempt holding company under the Public Utility Holding Company Act of
1935, as amended (the "Act"), in connection with the transaction
proposed in the Form U-1 Application-Declaration (the "Application-
Declaration"), as amended, of Industries in File No. 70-9197. The
transaction was authorized by Order of the Securities and Exchange
Commission (the "Commission") dated February 10, 1999 (the "Order").
Industries hereby certifies the matters set forth below pursuant to
Rule 24 of the rules under the Act:
i. That, on February 12, 1999, Industries acquired all of the
issued and outstanding common stock of Bay State Gas Company ("Bay
State"), a Massachusetts corporation and a "gas utility company"
within the meaning of Section 2(a)(4). Through Bay State, Industries
also acquired all of the issued and outstanding common stock of
Northern Utilities, Inc. ("Northern"), a New Hampshire corporation and
a "gas utility company." Bay State and Northern are now wholly-owned
subsidiaries of Industries.
ii. That, in consideration for the shares of common stock of Bay
State, each share of Bay State common stock was converted into the
right to receive $40 in cash or 1.4414 shares of Industries common
stock. In connection with the acquisition of Bay State by Industries,
holders of certificates formerly representing shares of Bay State
common stock will receive cash or shares of Industries common stock as
soon as practicable after the end of the cash election deadline in
accordance with and subject to the limitations set forth in the
Agreement and Plan of Merger dated December 18, 1997, as restated and
amended as of March 4, 1998, and as further amended as of November 16,
1998, among Industries, Bay State and Acquisition Gas Company, Inc.
and the cash election documents. Industries registered 28,000,000
shares of its common stock, without par value, in a public offering
registered with the Commission under the Securities Act of 1933 in
File No. 333-50537.<PAGE>
iii. The transaction approved by the Commission has been carried
out in accordance with the terms and conditions of, and for the
purposes requested in, the Application-Declaration, and in accordance
with the terms and conditions of the Order.
iv. Filed herewith as Exhibits F-4 and F-6, respectively, are
"past-tense" legal opinions of Schiff Hardin & Waite and Day, Berry &
Howard, counsel for Industries.
2<PAGE>
S I G N A T U R E
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, as amended, the undersigned company has duly
caused this Certificate to be signed on its behalf by the undersigned
thereunto duly authorized.
NIPSCO INDUSTRIES, INC.
By: /s/ Gary L. Neale
------------------------------
Name: Gary L. Neale
Title: Chairman and President
February 22, 1999
3<PAGE>
EXHIBIT F-4
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Peter V. Fazio, Jr.
(312) 258-5634
E-mail: [email protected]
February 22, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have acted as counsel for NIPSCO Industries, Inc., an Indiana
corporation ("NI"), in connection with the merger (the "Transaction")
of Bay State Gas Company, a Massachusetts corporation ("Bay State"),
with and into Acquisition Gas Company, Inc., a wholly owned subsidiary
of NI and a Massachusetts corporation ("Acquisition"), pursuant to the
Agreement and Plan of Merger dated as of December 18, 1997, and
amended and restated as of March 4, 1998, and further amended as of
November 16, 1998, among NI, Acquisition and Bay State (the "Merger
Agreement"). This opinion is being delivered at NI's request in
connection with NI's Rule 24 Certificate which it is filing with the
Securities and Exchange Commission ("SEC") under the Public Utility
Holding Company Act of 1935 (the "Rule 24 Certificate") in connection
with the Transaction.
As such counsel, we have examined originals or copies of (i) the
Application-Declaration of NI on Form U-1 in File No. 70-9197, as
amended, and the SEC's order dated February 10, 1999 approving said
Application-Declaration, (ii) the Merger Agreement, (iii) NI's
Registration Statement on Form S-4, as amended (Registration No. 33-
50537), filed with the SEC under the Securities Act of 1933, as
amended, (iv) the Articles of Incorporation and By-Laws of NI, (v)
resolutions adopted by the Board of Directors of NI and (vi)
certificates of public officials. In addition, we have examined such
other documents and matters of law and made such inquiries as we have
deemed necessary or appropriate to enable us to render the opinions
expressed below. In such examination, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents
submitted to us as copies and the authenticity of the originals of
such latter documents. As to any facts material to our opinion, we
have, when relevant facts were not independently established by us,
relied upon the aforesaid instruments and documents.
Based upon and subject to the foregoing and further
qualifications set forth below, we are of the opinion that:<PAGE>
Securities and Exchange Commission
February 22, 1999
Page 2
1. All laws of the State of Indiana applicable to the
Transaction have been complied with.
2. NI is a corporation duly incorporated and validly existing
under the laws of the State of Indiana, and the NI common
shares, without par value, and related preferred share
purchase rights (the "Shares"), issuable pursuant to the
Transaction, when issued as contemplated by the Merger
Agreement, were validly issued, fully paid and
nonassessable, and the holders thereof are entitled to the
rights and privileges appertaining thereto as set forth in
the Articles of Incorporation of NI.
3. NI has legally acquired all of the outstanding shares of
common stock of Bay State.
4. The consummation of the Transaction did not violate the
legal rights of the holders of any securities issued by NI
or any associate company thereof.
The foregoing opinions are subject to the following
qualifications:
(i) Except as set forth below, the law covered by the opinions
expressed herein is limited to the laws of the State of
Indiana and the federal securities laws of the United States
of America. The opinions with respect to the laws of the
State of Indiana are limited to the Indiana Business
Corporation Law and Article I of Title 8 of the Indiana Code
which is the statute regulating public utilities.
(ii) With respect to matters governed by the laws of the
Commonwealth of Massachusetts, in rendering our opinion at
paragraph 3 above, we have relied on the opinion dated
February 22, 1999 of Day Berry & Howard to the SEC.
We hereby consent to the filing of this opinion in connection
with the Rule 24 certificate.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /s/ Peter V. Fazio, Jr.
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Peter V. Fazio, Jr.
LGR/js<PAGE>
EXHIBIT F-6
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February 22, 1999
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 12549
Re: File Number: 70-9197
Application/Declaration by NIPSCO Industries, Inc. on Form U-1
Ladies and Gentlemen:
We have acted as special counsel to NIPSCO Industries, Inc., an
Indiana corporation ("Industries"), in connection with the merger (the
"Transaction") of Bay State Gas Company, a Massachusetts corporation
("Bay State"), with and into Acquisition Gas Company, Inc., a
Massachusetts corporation and a wholly owned subsidiary of Industries
("Acquisition"), pursuant to an Agreement and Plan of Merger between
Industries, Acquisition and Bay State dated as of December 18, 1997,
as amended and restated as of March 4, 1998 and as further amended by
a First Amendment to Amended and Restated Agreement and Plan of Merger
dated as of November 16, 1998 (the "Merger Agreement"). We are
furnishing this opinion to you in connection with Industries Rule 24
Certificate (the "Rule 24 Certificate") which Industries is filing
with the Securities and Exchange Commission (the "Commission") under
the Public Utility Holding Company Act of 1935, as amended, in
connection with the Transaction.
In connection with this opinion, we have examined the Merger
Agreement, the Application/Declaration, as amended, on Form U-1 of
Industries (the "Application") and the Commission's order dated
February 10, 1999 approving the Application, and we have examined or
caused to be examined such other papers, documents and records, and
have made such examination of law and have satisfied ourselves as to
such other matters, as we have deemed relevant or necessary for the
purpose of this opinion.
Based upon the foregoing, we are of the opinion that:
(1) All state laws applicable to Industries in connection with
the Transaction have been complied with; and
(2) Industries has legally acquired all of the outstanding
shares of common stock of Bay State.
The opinions expressed herein are qualified in their entirety as
follows: (i) no opinions are expressed with respect to laws other
than those of (A) the Commonwealth of Massachusetts, (B) the State of
New Hampshire, and (C) the State of Maine, (ii) the opinions with<PAGE>
Securities and Exchange Commission
February 22, 1999
Page 2
respect to the laws of the States of New Hampshire and Maine are
limited to the regulatory approvals of the Transaction obtained from
the New Hampshire Public Utilities Commission and the Maine Public
Utilities Commission, respectively, under the laws regulating public
service companies in such states, and (iii) the opinions with respect
to the laws of the Commonwealth of Massachusetts are limited to the
approvals of the Transaction and the articles of merger obtained from
the Massachusetts Department of Telecommunications and Energy and the
Massachusetts Secretary of State under the laws regulating gas
companies in such state.
We hereby consent to (i) the filing of this opinion in connection
with the Rule 24 Certificate, and (ii) the reliance by Schiff Hardin &
Waite on our opinion in paragraph (2) above with respect to matters
governed by the laws of the Commonwealth of Massachusetts in rendering
its opinion to be filed with the Rule 24 Certificate.
Very truly yours,
/s/ DAY, BERRY & HOWARD LLP
--------------------------------
DAY, BERRY & HOWARD LLP
DBH:JAC/beh<PAGE>
