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): October 10, 2001
Bangor Hydro-Electric Company
(Exact name of registrant as specified in its charter)
Maine 0-505 01-0024370
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(State or other
jurisdiction of
incorporation) (Commission File No.) (IRS Employer
Identification No.)
33 State Street, Bangor, Maine 04401
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(Address of principal executive offices) (Zip code)
207-945-5621
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Registrant's telephone number, including area code
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On October 10, 2001, pursuant to the Agreement and Plan of Merger (the
"Merger Agreement"), dated as of June 29, 2000, as amended, by and among
Bangor Hydro-Electric Company, a Maine corporation (the "Company") and NS
Power Holdings Incorporated (now Emera Incorporated), a Nova Scotia company
("Emera"), BHE Acquisition Corp., a wholly-owned indirect subsidiary of
Emera, merged with and into the Company (the "Merger"). The Merger Agreement
was filed as an exhibit to the Company's current report on Form 8-K filed
with the Securities and Exchange Commission on July 13, 2000 and is
incorporated by reference in its entirety herein. On August 28, 2001, the
Company and Emera entered into Amendment No. 1 to the Agreement and Plan of
Merger, dated August 28, 2001 to make certain technical corrections to the
Merger Agreement. Amendment No. 1 is filed as Exhibit 2.2 hereto and
incorporated herein by reference. The information incorporated by reference
is considered to be a part of this current report on Form 8-K, except for
any information that is superseded or modified by information included
directly herein.
In the Merger, each outstanding share of common stock of the Company
held by public shareholders was converted into the right to receive $26.806
in cash. As a result of the Merger, Emera indirectly owns all of the common
stock of the Company except for an immaterial number of qualifying shares
owned by directors of the Company. The Company's voting preferred stock, par
value $100 per share, remains outstanding and was unaffected by the merger.
Approximately $ 197 million was required to pay the Merger
consideration to the former common stockholders of the Company. Emera
obtained a portion of these funds from a credit facility provided through
The Bank of Nova Scotia.
In accordance with the Merger Agreement, five individuals designated by
Emera were appointed to the Board of Directors of the Company. Four members
of the Board who served in that capacity prior to the Merger remain on the
Board, bringing the total number of directors to nine. Robert S. Briggs,
the former President of the Company, has been appointed to the Board of
Directors of Emera as contemplated by the Merger Agreement.
ITEM 5. OTHER EVENTS.
On October 10, 2001, the Company issued a press release announcing the
closing of the Merger. The full text of the press release is filed as
Exhibit 99.1 hereto and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) - (b) Not Applicable
(c) Exhibits. The following exhibits are filed as part of this report:
2.1 Agreement and Plan of Merger, dated as of June 29, 2000, by and among
the Company and Emera (incorporated by reference to the current report
on Form 8-K dated July 13, 2000).
2.2 Amendment No. 1 to the Agreement and Plan of Merger, dated August 28,
2001, by and among the Company and Emera.
99.1 Press Release, dated October 10, 2001, announcing the closing of the
Merger.
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 hereunto duly authorized.
BANGOR HYDRO-ELECTRIC COMPANY
(Registrant)
/s/ Frederick S. Samp
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Name: Frederick S. Samp
Title: Vice President - Finance & Law
Date: October 18, 2001
EXHIBIT INDEX
Exhibit Description
2.1 Agreement and Plan of Merger, dated as of June 29, 2000, by and among
the Company and Emera (incorporated by reference to the current report
on Form 8-K dated July 13, 2000).
2.2 Amendment No. 1 to the Agreement and Plan of Merger, dated August 28,
2001, by and among the Company and Emera.
99.1 Press Release, dated October 10, 2001, announcing the closing of the
Merger.
Exhibit 2.2
AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER
Amendment No. 1, dated August 28, 2001, to the Agreement and Plan
of Merger, dated as of June 29, 2000 (the "Merger Agreement"), by and among
Bangor Hydro-Electric Company, a Maine corporation (the "Company") and Emera
Incorporated (formerly known as "NS Power Holdings Incorporated"), a Nova
Scotia company ("Parent").
Whereas, the Company and Parent are parties to the Merger
Agreement;
Whereas, the Company and Parent desire to amend the Merger
Agreement in certain respects;
Now, therefore, in consideration of the promises and the
representations and warranties, covenants and other agreements hereinafter
set forth, the parties hereto, intending to be legally bound hereby, agree
as follows:
Section 1. The second Recital of the Merger Agreement is hereby
amended to delete the word "directly" in the last line and replace such
word with the word "indirectly".
Section 2. Section 2.01(a) of the Merger Agreement is hereby
amended to delete the words "common stock, no par value" in the last
line and replace such words with the words "common stock, par value
$5.00 per share".
Section 3. Section 2.01(c) of the Merger Agreement is hereby
amended to delete the words "canceled and" in the fourth line.
IN WITNESS WHEREOF, the undersigned parties hereto have executed
this Amendment No. 1 as of the date first written above.
Bangor Hydro-Electric Company
By: /s/ Frederick S. Samp
Name: Frederick S. Samp
Title: Vice President - Finance & Law
Emera Incorporated
By: /s/ Richard J. Smith
Name: Richard J. Smith
Title: Corporate Secretary and
General Counsel
Exhibit 99.1
October 10, 2001
For more information contact:
Ron Smith, FCA
Chief Financial Officer
(902) 428-6573
Ms. Judy Steele, CA
Director, Investor Relations
Emera, Inc.
(902) 428-6999
EMERA FINALIZES PURCHASE OF BANGOR HYDRO-ELECTRIC
Acquisition Builds Company's Northeast Energy Business
HALIFAX, Nova Scotia, October 10, 2001 (TSE:EMA): Emera Inc. announced today
that it has completed the transaction for the purchase of all of the common
shares of Bangor Hydro Electric Company for $26.806 U.S. per share in cash.
The purchase increases Emera's customer base by 25% and broadens the
company's presence in the expanding northeast energy market.
"Emera is focused on building its northeast energy operations, and Bangor
Hydro plays an important role," said David Mann, President and CEO of Emera.
"It complements our other energy businesses, and places us on the ground in
the region we've targeted for further growth." Bangor Hydro is a regulated
electricity transmission and distribution company serving 110,000 customers
in central and eastern Maine. It is a member of the New England Power Pool,
and is interconnected with the other New England utilities to the south and
with New Brunswick Power to the north. Emera also owns Nova Scotia Power, a
fully integrated electric utility that supplies substantially all of the
generation, transmission and distribution of electricity in Nova Scotia; and
has an interest in the Maritimes & Northeast Pipeline, which transports
Sable natural gas through Maine to Boston.
Bangor Hydro will retain its name, and Mr. Carroll Lee, formerly Senior
Vice-President and Chief Operating Officer of Bangor Hydro will become
President and Chief Operating Officer, replacing Robert S. Briggs, who is
retiring. Mr. Briggs will become a member of the Emera Board of Directors.
"We see real opportunities to share our skills and capabilities, and we're
looking forward to getting down to business," said Carroll Lee.
BMO Nesbitt Burns acted as financial advisor to Emera Inc. in the
transaction. Salomon Smith Barney acted for Bangor Hydro.
About Emera Inc.
Emera Inc. (EMA-TSE) is a diversified energy and services company, with
550,000 customers and $3.5 billion in assets. The company has two wholly-
owned operating subsidiaries, Nova Scotia Power Inc. and Bangor Hydro-
Electric Company. Nova Scotia Power, a regulated utility, supplies over 95%
of the electric generation, transmission and distribution in Nova Scotia.
Bangor Hydro, also regulated, provides electricity transmission and
distribution service to 110,000 customers in eastern Maine. Emera also
delivers bunker oil, diesel fuel and light fuel oil through its unregulated
subsidiaries; has a 12.5 per cent interest in the Maritimes & Northeast
Pipeline, which delivers Sable natural gas to markets in Maritime Canada and
the northeastern United States; and an 8.4% interest in the Sable Offshore
Energy Project offshore platforms and sub-sea field gathering lines.
Visit Emera on the web at www.emera.com.