SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) November 16, 1998
BAY STATE GAS COMPANY
(Exact Name of Registrant as Specified in its Charter)
Massachusetts 1-7479 04-2548120
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
300 Friberg Parkway, Westborough, MA 01581-5039
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (508) 836-7000
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
The Amended and Restated Agreement and Plan of Merger (the "Merger
Agreement") among NIPSCO Industries, Inc. ("NIPSCO") and Bay State Gas Company
("Bay State"), which provides for a strategic business combination of Bay State
and NIPSCO, was amended as of November 16, 1998. This amendment to the Merger
Agreement (the "Amendment") provides for the following changes thereto:
(i) The cash election process pursuant to which Bay State shareholders
may elect to receive cash as consideration for their Bay State shares
in the merger shall occur after, instead of prior to, the Effective
Time (as defined in the Merger Agreement). The Amendment states that a
Letter of Transmittal/Form of Election will be mailed to Bay State
shareholders as soon as practicable after the Effective Time and, in
order to make an effective cash election, the Bay State shareholders
will be required to return the completed Letter of Transmittal/Form of
Election (along with appropriate documentation) to the Paying Agent (as
defined in the Merger Agreement) by a deadline which will be no earlier
than 10 business days after such mailing;
(ii) Shares of Bay State common stock held in the Bay State Dividend
Reinvestment and Stock Purchase Plan shall automatically be transferred
to the NIPSCO Automatic Dividend Reinvestment and Share Purchase Plan,
unless an effective cash election is made for such shares; and
(iii) Acquisition Gas Company, Inc., a Massachusetts Corporation and a
wholly owed subsidiary of NIPSCO, has been added as a party to the
Merger Agreement.
The description of the Merger Agreement set forth herein does not
purport to be complete and is qualified in its entirety by the provisions of the
Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated
herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits
The following exhibits are filed herewith:
2.1 First Amendment dated as of November 16, 1998 to the Amended and
Restated Agreement and Plan of Merger among NIPSCO Industries, Inc.,
Bay State Gas Company and Acquisition Gas Company.
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.
BAY STATE GAS COMPANY
Dated: November 24, 1998 By:/s/ Thomas W. Sherman
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Name: Thomas W. Sherman
Title: Executive Vice-President, Chief
Financial Officer and Treasurer
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
2.1 First Amendment dated as of November 16, 1998 to the Amended
and Restated Agreement and Plan of Merger among NIPSCO
Industries, Inc., Bay State Gas Company and Acquisition Gas
Company.