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): April 26, 2000
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EASTERN ENTERPRISES
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(Exact name of registrant as specified in its charter)
Massachusetts 1-2297 04-1270730
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
9 Riverside Road, Weston, Massachusetts 02493
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (781) 647-2300
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None
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(Former name or former address, if changed since last report)
Item 1 through 4 and Items 6, 7(a) and (b), 8 and 9. Not Applicable.
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Item 5. Other Events
As of April 26, 2000, the Board of Trustees of Eastern Enterprises (the
"Trust") adopted an amendment to the Rights Agreement (the "Rights Agreement"),
dated as of July 22, 1998, between the Trust and Fleet National Bank, formerly
known as BankBoston, N. A. Pursuant to this amendment, KeySpan Corporation, a
New York corporation, and its subsidiaries will not be considered an Acquiring
Person (as defined in the Rights Agreement) under the Rights Agreement to the
extent any such person becomes the beneficial owner of 10% or more of the shares
of common stock of the Trust then outstanding by reason of the consummation of
the transactions contemplated by the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of November 4, 1999, as amended, by and among the Trust,
KeySpan Corporation and ACJ Acquisition LLC, except at and after such time as
the Merger Agreement is terminated pursuant to Section 9.01 thereof. A copy of
this amendment is filed herewith as Exhibit 99.1 and is hereby incorporated by
reference.
As of April 26, 2000, Section 38 of the Declaration of Trust of the
Trust was amended. A copy of the amended Section 38 is filed herewith as Exhibit
99.2 and is hereby incorporated by reference.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
99.1 Amendment No. 1 to Rights Agreement, dated as of April 26, 2000,
between Eastern Enterprises and Fleet National Bank,
formerly known as BankBoston, N.A.
99.2 Amendment to Declaration of Trust of the Trust.
SIGNATURE
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.
EASTERN ENTERPRISES
Date: May 16, 2000 By: /s/ L. William Law, Jr.
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L. William Law, Jr.
Senior Vice President, General
Counsel and Secretary
EXHIBIT INDEX
Exhibits
99.1 Amendment No. 1 to Rights Agreement, dated as of April 26, 2000,
between Eastern Enterprises and Fleet National Bank,
formerly known as BankBoston, N.A.
99.2 Amendment to Declaration of Trust of the Trust.