UNITED STATES 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: November 10, 1999
------------
(Date of earliest event reported)
Exact Name of IRS
Commission Registrant as Employer Registrants'
File Specified in its State of Identification Telephone
Number Charter Incorporation Number Number
- ---------- ---------------- ------------- -------------- ------------
0-29812 Berkshire Energy Massachusetts 04-3408946 413-442-1511
Resources
115 Cheshire Road, Pittsfield, MA 01201
(Address of principal executive offices)
ITEM 5. OTHER EVENTS
On November 9, 1999, Berkshire Energy Resources ("BER") signed a
definitive merger agreement with Energy East Corporation ("Energy East")
under which BER will become a wholly-owned subsidiary of Energy East Energy
East will acquire all of the common shares of BER for $38.00 per share in
cash The transaction has an equity market value of approximately $96
million, based on approximately 2,513,905 million BER common shares
outstanding Energy East will also assume approximately $40,000,000 of
preferred stock and long-term debt.
The merger is subject to, among other things, the approvals of BER's
shareholders and the Securities and Exchange Commission. BER expects
the transaction to close by the end of the second quarter of 2000 A copy of
the merger agreement has been filed herewith as Exhibit 2.1 and is
incorporated herein by reference.
On November 10, 1999, BER and Energy East issued a press release
relating to the merger agreement and the related transactions The press
release has been filed herewith as Exhibit 99.1 and is incorporated herein
by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(c) Exhibits - See Index to Exhibits
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.
BERKSHIRE ENERGY RESOURCES
By: /s/ Michael J. Marrone
----------------------------------
Michael J. Marrone
Vice President, Treasurer and
Chief Financial Officer
Date: November 10, 1999
INDEX TO EXHIBITS
Sequential
Exhibits* Description of Exhibit Page Number
- ---------- ---------------------- -----------
2.1 Agreement and Plan of Merger, dated as of
November 9, 1999, by and among Berkshire
Energy Resources, Energy East Corporation
and Mountain Merger LLC
99.1 Press Release
* Exhibit numbers designated in Regulation S-K