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 (Date of earliest event reported): December 29, 2004
NISOURCE INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 001-16189 35-2108964
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
801 East 86th Avenue
Merrillville, Indiana 46410
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (877) 647-5990
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General
Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 29, 2004, NiSource Inc. (the "Company") entered into
the First Amendment, effective as of January 1, 2005 (the
"Amendment"), to the Savings Restoration Plan for NiSource Inc. and
Affiliates (the "Plan"). The Amendment will change the eligibility
requirement of the Plan to limit new participation to those employees
who receive compensation in excess of the limitations set forth in
Internal Revenue Code Section 401(a)(17) or who defer compensation
into the NiSource Inc. Executive Deferred Compensation Plan.
On January 3, 2005, the Company granted non-qualified stock
options to certain of its employees, including its named and other
executive officers, under the NiSource Inc. 1994 Long-Term Incentive
Plan, as Amended and Restated Effective January 1, 2004, and as
further amended effective January 1, 2005. The options were granted
pursuant to the Form of Nonqualified Stock Option Agreement filed
herewith as Exhibit 10.2.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.1 First Amendment to the Savings Restoration Plan
for NiSource Inc. and Affiliates.
10.2 Form of Nonqualified Stock Option Agreement.
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.
NISOURCE INC.
Date: January 3, 2005 By: /s/ Gary W. Pottorff
-----------------------------
Gary W. Pottorff
Secretary
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
10.1 First Amendment to the Savings Restoration Plan
for NiSource Inc. and Affiliates.
10.2 Form of Nonqualified Stock Option Agreement.