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) February 11, 1999
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NIPSCO INDUSTRIES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Indiana 1-9779 35-1719974
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
801 E. 86TH PLACE, MERRILLVILLE, INDIANA 46410
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (219) 853-5200
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______________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events.
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On February 12, 1999, the acquisition by NIPSCO Industries, Inc.
of Bay State Gas Company was completed. Attached is the press release
dated February 11, 1999 announcing the receipt by NIPSCO and Bay State
of the receipt of final approval from the U.S. Securities and Exchange
Commission which permitted the merger to go forward. Attached is the
press release dated February 12, 1999 announcing the closing of the
merger.
The following exhibits are filed herewith:
2.1 Press release dated February 11, 1999.
2.2 Press release dated February 12, 1999.
<PAGE>
SIGNATURE
Pursuant to the requirement 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.
NIPSCO INDUSTRIES, INC.
(Registrant)
Dated: February 12, 1999 By: /s/ Nina M. Rausch
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Name: Nina M. Rausch
Title: Secretary
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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2.1 Press release dated February 11, 1999.
2.2 Press release dated February 12, 1999.
EXHIBIT 2.1
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FOR IMMEDIATE RELEASE
February 11, 1999
FOR MORE INFORMATION
Investor Relations - Dennis Senchak
Assistant Treasurer
(219) 647-6085
Shareholder Relations - Stephen R. Gallas
Manager, Financial Operations
(219) 853-5070
Corporate Communications - Kris Falzone
NI Communications Manager
(219) 647-6203
SEC APPROVES NIPSCO INDUSTRIES' MERGER WITH BAY STATE GAS CO.
Transaction expected to close Friday
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MERRILLVILLE, Ind. - NIPSCO Industries, Inc. (NYSE: NI) and Bay
State Gas Company (NYSE: BGC) have received final approval from the
U.S. Securities and Exchange Commission of their previously announced
merger and expect a closing on Friday. Both sides are reviewing the
final closing documents.
Under terms of an agreement first announced in December 1997, Bay
State and its subsidiary Northern Utilities, Inc. (which provides
natural gas in New Hampshire and Maine) will be wholly owned
subsidiaries of NIPSCO Industries. Bay State and Northern Utilities
will continue to operate with local management, employees and
directors.
"This combination advances NI's strategy to expand into growing
gas markets, diversify our product lines and be a strong player in the
energy markets of the Great Lakes and New England regions," said Gary
L. Neale, NI's chairman, president and chief executive officer.
NI, with more than 1 million gas customers, will become the 10th
largest U.S. natural gas distribution company.
"Our merger with NIPSCO Industries will provide Bay State the
size and scope we need to succeed in the changing energy markets of
the future," said Roger A. Young, chairman of Bay State Gas. "For our
shareholders, NI is committed to continuing to generate the superior
shareholder returns that have made it an industry leader. For our
customers, NI is committed to providing a greater variety of products
and services at more competitive prices than we could offer on our
own. And for our employees, NI is committed to providing additional
growth and development opportunities."
Jeffrey W. Yundt, president of Bay State Gas, said Bay State will
continue to build on the strength of its core utility businesses.
--more--
<PAGE>
NIPSCO INDUSTRIES, BAY STATE GAS COMPLETE MERGER
Page 2
"Operational excellence and customer satisfaction drive our
business and opportunities for growth," Yundt said. "Our focus is on
continually improving day-to-day operations and offering new services
that have real benefits for our customers."
Bay State, based in Westborough, Mass., serves more than 305,000
natural gas customers in the New England states of Massachusetts, New
Hampshire and Maine. The company's non-regulated subsidiaries,
EnergyUSA, SavageALERT, Inc. and EnergyEXPRESS(TM), provide energy
products and services to about 94,000 residential, commercial and
industrial customers throughout the United States.
NI, based in Merrillville, Ind., is a holding company whose
businesses are primarily utility or energy focused. In addition to
Bay State and Northern Utilities, the company's regulated businesses
provide electricity and natural gas in northern Indiana, water in
central Indiana, and interstate natural gas pipeline services. The
company's other businesses offer energy- and utility-related products
and services.
Additional information about NIPSCO Industries, Bay State,
EnergyUSA(TM), Savage-Alert and EnergyEXPRESS(TM) is available via the
Internet at the following Web sites: www.nipsco.com; www.bgc.com; and
www.energyusa.com.
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EXHIBIT 2.2
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FOR IMMEDIATE RELEASE
February 12, 1999
FOR MORE INFORMATION
Investor Relations - Dennis Senchak
Assistant Treasurer
(219) 647-6085
Shareholder Relations - Stephen R. Gallas
Manager, Financial Operations
(219) 853-5070
Corporate Communications - Kris Falzone
NI Communications Manager
(219) 647-6203
NIPSCO INDUSTRIES, BAY STATE COMPLETE MERGER
MERRILLVILLE, Ind. -- NIPSCO Industries, Inc. (NYSE: NI)
completed its previously announced acquisition of Bay State Gas
Company (NYSE: BGC) today. In the merger, each share of Bay State
common stock was converted into the right to receive $40 in cash, or
1.4414 shares of NI common stock as determined by the average NI
closing prices reported in the Wall Street Journal for the 20 trading
days ending Feb 9. -------------------
A mailing describing cash election procedures will be sent to Bay
State's shareholders within the next few business days. At the end of
the cash election period, if elections to receive cash total more than
50 percent of the total consideration, the cash will be distributed
pro rata to those electing cash. The Bay State shareholders will
receive their stock or cash (either 1.4414 shares of NI common stock,
or $40 in cash, or a combination of cash and NI common stock) in early
March.
The previously announced dividend payable to Bay State
shareholders of record on Feb. 16 will be paid to NI. Bay State shares
will no longer be traded on the New York Stock Exchange.
Bay State, based in Westborough, Mass., is an energy services
company that provides services to more than 305,000 natural gas
customers in the New England states of Massachusetts, New Hampshire
and Maine.
NIPSCO Industries, based in Merrillville, Ind., is a holding
company whose businesses are primarily utility or energy focused. In
addition to Bay State, the company's regulated businesses provide
electricity and natural gas in northern Indiana, water in central
Indiana, and interstate natural gas pipeline services. The company's
other businesses offer energy- and utility-related products and
services. Information about NI and its subsidiaries is available via
the Internet at www.nipsco.com.
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