SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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
NIPSCO INDUSTRIES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Indiana 1-9779 35-1719974
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
801 E. 86th Avenue, Merrillville, Indiana 46410
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (219) 853-5200
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(Former Name or Former Address, if Changed Since Last Report)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
The following exhibits are filed herewith:
1.1 Underwriting Agreement, dated February 9, 1999 among NIPSCO Industries,
Inc., NIPSCO Capital Markets, Inc., NIPSCO Capital Trust I, and
Lehman Brothers Inc., Goldman Sachs & Co. and Morgan Stanley & Co.
Incorporated, as Underwriters
3.1 Amended and Restated By-Laws of NIPSCO Industries, Inc. Effective
January 30, 1999
4.1 Form of First Supplemental Indenture among NIPSCO Capital Markets, Inc.,
NIPSCO Industries, Inc., and The Chase Manhattan Bank, as Trustee
4.2 Form of Purchase Contract Agreement by and between NIPSCO Industries,
Inc., and The Chase Manhattan Bank, as Purchase Contract Agent
4.3 Form of Pledge Agreement among NIPSCO Industries, Inc., The First
National Bank of Chicago, as Collateral Agent and Securities
Intermediary, and The Chase Manhattan Bank, as Purchase Contract Agent
4.4 Form of Remarketing Agreement among NIPSCO Industries, Inc., NIPSCO
Capital Markets, Inc., NIPSCO Capital Trust I, and Lehman Brothers
Inc., as Remarketing Agent
4.5 Form of Certificate Evidencing Corporate PIES (included as Exhibit A
to Exhibit 4.2 filed herewith)
4.6 Form of Certificate Evidencing Treasury PIES (included as Exhibit B
to Exhibit 4.2 filed herewith)
4.7 Form of Certificate Evidencing 5.90% Senior Debenture due 2005
8.1 Tax Opinion of Schiff Hardin & Waite
12.1 Statement regarding Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Arthur Andersen LLP (incorporated by reference to Exhibit
23.1 to the Current Report on Form 8-K of NIPSCO Industries, Inc.
dated February 8, 1999)
23.2 Consent of Schiff Hardin & Waite (included in the tax opinion filed as
Exhibit 8.1)
SIGNATURE
Pursuant to the requirement 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.
NIPSCO INDUSTRIES, INC.
(Registrant)
Dated: February 12, 1999 By: /s/ Nina M. Rausch
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Name: Nina M. Rausch
Title: Secretary
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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1.1 Underwriting Agreement dated February 9, 1999 among NIPSCO
Industries, Inc., NIPSCO Capital Markets, Inc., NIPSCO
Capital Trust I, and Lehman Brothers Inc., Goldman Sachs &
Co. and Morgan Stanley & Co. Incorporated, as Underwriters
3.1 Amended and Restated By-Laws of NIPSCO Industries, Inc.
Effective January 30, 1999
4.1 Form of First Supplemental Indenture among NIPSCO Capital
Markets, Inc., NIPSCO Industries, Inc., and The Chase
Manhattan Bank, as Trustee
4.2 Form of Purchase Contract Agreement by and between NIPSCO
Industries, Inc. and The Chase Manhattan Bank, as Purchase
Contract Agent
4.3 Form of Pledge Agreement among NIPSCO Industries, Inc.,
The First National Bank of Chicago, as Collateral Agent
and Securities Intermediary, and The Chase Manhattan Bank,
as Purchase Contract Agent
4.4 Form of Remarketing Agreement among NIPSCO Industries, Inc.,
NIPSCO Capital Markets, Inc., NIPSCO Capital Trust I, and
Lehman Brothers Inc., as Remarketing Agent
4.5 Form of Certificate Evidencing Corporate PIES (included as
Exhibit A to Exhibit 4.2 filed herewith)
4.6 Form of Certificate Evidencing Treasury PIES (included as
Exhibit B to Exhibit 4.2 filed herewith)
4.7 Form of Certificate Evidencing 5.90% Senior Debenture
due 2005
8.1 Tax Opinion of Schiff Hardin & Waite
12.1 Statement regarding Computation of Ratio of Earnings to
Fixed Charges
23.1 Consent of Arthur Andersen LLP (incorporated by reference to
Exhibit 23.1 to the Current Report on Form 8-K of NIPSCO
Industries, Inc. dated February 8, 1999)
23.2 Consent of Schiff Hardin & Waite (included in the tax
opinion filed as Exhibit 8.1)