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) February 12, 1999
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BAY STATE GAS COMPANY
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(Exact Name of Registrant as Specified in its Charter)
Massachusetts 1-7479 04-2548120
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
300 Friberg Parkway, Westborough, MA 01581-5039
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (508) 836-7000
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(Former Name or Former Address, if Changed Since Last Report)
Item 1. Change in Control.
On February 12, 1999, pursuant to the previously reported Amended and
Restated Agreement and Plan of Merger dated as of December 18, 1997, and amended
and restated as of March 4, 1998 and as further amended on November 16, 1998
(the "Merger Agreement") among NIPSCO Industries, Inc. ("NIPSCO"), Bay State Gas
Company ("Bay State") and Acquisition Gas Company, Inc. ("Acquisition"), Bay
State was merged with and into Acquisition (the "Merger"), a wholly owned
subsidiary of NIPSCO. Acquisition was the surviving corporation in the Merger
and, in connection therewith, changed its name to Bay State Gas Company.
Pursuant to the Merger Agreement, each share of Bay State common stock
outstanding at the effective time of the Merger became exchangeable for (i)
$40.00 in cash (subject to the proration provisions of the Merger Agreement),
(ii) 1.4414 shares of NIPSCO common stock or (iii) a combination of the
foregoing. Holders of shares of Bay State common stock will shortly receive a
Letter of Transmittal/Form of Election providing information with regard to this
conversion, including instructions for electing the form of consideration to be
received. Fractional shares will not be issued, except to participants in the
Bay State Dividend Reinvestment and Stock Purchase Plan (the "Bay State DRIP")
whose accounts will automatically be transferred to the NIPSCO Automatic
Dividend Reinvestment and Share Purchase Plan unless they have elected cash for
such Bay State DRIP shares. In lieu of fractional shares, holders thereof will
receive cash.
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: February 12, 1999 By: /s/ Thomas W. Sherman
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Name: Thomas W. Sherman
Title: Executive Vice-President,
Chief Financial Officer
and Treasurer