SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 19, 1997 ESSEX COUNTY GAS COMPANY (Exact name of registrant as specified in its charter) Massachusetts 0-11 04-142 7020 (State or other Commission File Number (IRS Employer Identification No.) jurisdiction of incorporation) 7 North Hunt Road, Amesbury, Massachusetts 01913 - --------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, including area code: (978) 388-4000 None - ------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events. On December 19, 1997, Essex County Gas Company (the "Company") and Eastern Enterprises, a Massachusetts business trust ("Eastern") entered into an Agreement and Plan of Merger (the "Merger Agreement"). The Merger Agreement and a press release relating thereto are attached hereto as Exhibits 1 and 2 and are incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits Exhibit 1. Agreement and Plan of Merger, dated as of December 19, 1997, by and between the Company and Eastern. Exhibit 2. Joint Press Release issued by the Company and Eastern on December 22, 1997. 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: January 9, 1998 ESSEX COUNTY GAS COMPANY By: /s/ James Hastings ----------------------- Name: James Hastings Title: Vice President and Treasurer EXHIBIT LIST Exhibit 1. Agreement and Plan of Merger, dated as of December 19, 1997, by and between the Company and Eastern. Exhibit 2. Joint Press Release issued by the Company and Eastern on December 22, 1997.