1 UNITED STATES 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): June 30, 1997 Commission file number 1-7479 ----------------- BAY STATE GAS COMPANY (Exact name of registrant as specified in its charter) Massachusetts 04-2548120 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 300 Friberg Parkway, Westborough, Massachusetts 01581-5039 (508/836-7000) (Address and telephone number of principal executive offices) NOT APPLICABLE (Former name, former address and former fiscal year, if changed since last report) 2 ITEM 5. OTHER EVENTS - ---------------------- On June 30, 1997 Bay State Gas Company ("Bay State") sold its 17.5% equity interest in the MASSPOWER electric cogeneration facility. The proceeds from this sale are well in excess of book value, and will contribute approximately $0.57 to earnings per share in the third quarter of fiscal 1997. MASSPOWER was a successful investment for Bay State, but did not represent a future core business. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS - ------------------------------------------- Exhibits -------- 99. Press release dated June 30, 1997 pertaining to the sale of the MASSPOWER investment. 3 SIGNATURES - ---------- 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 COMPANY ----------------------------------- (Registrant) /s/ Thomas W. Sherman ----------------------------------- Thomas W. Sherman Executive Vice President and Chief Financial and Accounting Officer /s/ Stephen J. Curran ----------------------------------- Stephen J. Curran Controller Date: July 1, 1997