SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 16, 2001
ENERGY EAST CORPORATION
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation)
1-14766 14-1798693
(Commission File No.) (IRS Employer Identification No.)
P.O Box 12904
Albany, NY 12212-2904
(Address of principal executive offices, including ZIP code)
(518) 434-3049
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On February 20, 2001, Energy East Corporation ("Energy East") and
RGS Energy Group, Inc. ("RGS") announced that they have entered into an
Agreement and Plan of Merger, dated as of February 16, 2001 (the "Merger
Agreement"), pursuant to which RGS will merge with and into a wholly owned
subsidiary of Energy East.
Copies of the Merger Agreement and press release announcing this
transaction are attached as exhibits hereto and are incorporated herein by
reference. This summary is qualified in its entirety by reference to the
exhibits attached hereto.
Certain Information Concerning Participants
Energy East and certain other persons named below may be deemed to
be participants in the solicitation of proxies of Energy East's stockholders to
approve the issuance of Energy East's common stock.
The participants in the solicitation may include the directors of
Energy East: Richard Aurelio, James A. Carrigg, Alison P. Casarett, Joseph J.
Castiglia, Lois B. DeFleur, Paul L. Gioia, David M. Jagger, John M. Keeler,
Ben E. Lynch, Peter J. Moynihan, Walter G. Rich Michael W. Tomasso and Wesley
W. von Schack; the following executive officers of Energy East: Wesley W. von
Schack (Chairman, President and Chief Executive Officer), Kenneth M. Jasinski
(Executive Vice President, General Counsel and Secretary), Michael I. German
(Senior Vice President), Robert D. Kump (Vice President and Treasurer) and
Robert E. Rude (Vice President and Controller); and the following other
employees of Energy East: Thorn C. Dickinson (Manager-Investor Relations) and
Angela M. Sparks (Vice President, Government Affairs). As of the date of
this communication, none of the foregoing participants individually
beneficially owns in excess of 2% of Energy East's common stock, or in the
aggregate in excess of 2% of Energy East's common stock.
Except as disclosed above, to the knowledge of Energy East, none of
the directors, executive officers or other employees of Energy East named above
has any interest, direct or indirect, by security holding or otherwise in Energy
East.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
2.1 Agreement and Plan of Merger, dated as of February 16, 2001,
by and among RGS Energy Group, Inc., Energy East Corporation
and Eagle Merger Corp.
99.1 Press Release, dated February 20, 2001.
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, thereunto duly authorized.
Dated: February 20, 2001
ENERGY EAST CORPORATION
By: /s/ Kenneth M. Jasinski
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Name: Kenneth M. Jasinski
Title: Executive Vice President, General
Counsel and Secretary
EXHIBIT LIST
Exhibit Description
No. -----------
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2.1 Agreement and Plan of Merger, dated as of February 16, 2001, by
and among RGS Energy Group, Inc., Energy East Corporation and
Eagle Merger Corp.
99.1 Press Release, dated February 20, 2001.