-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R0NCG/j2Nym6fjg7NusqzHjm9M4/i7PG1DvjsT2p87zoOqoL3FOgWKAkBbV1WGSi 6pL5A2ZD5adPIMhsTQSs0g== 0000891836-99-000544.txt : 19990719 0000891836-99-000544.hdr.sgml : 19990719 ACCESSION NUMBER: 0000891836-99-000544 CONFORMED SUBMISSION TYPE: SC 13E1 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990716 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA ENERGY GROUP CENTRAL INDEX KEY: 0000022099 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 131594808 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E1 SEC ACT: SEC FILE NUMBER: 005-10049 FILM NUMBER: 99665878 BUSINESS ADDRESS: STREET 1: 13880 DULLES CORNER LANE STREET 2: SUITE 300 CITY: HENDERON STATE: VA ZIP: 20171-4600 BUSINESS PHONE: 7035616000 MAIL ADDRESS: STREET 1: 13880 DULLES CORNER LANE STREET 2: SUITE 300 CITY: HERNDON STATE: VA ZIP: 20171-4600 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA GAS SYSTEM INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA ENERGY GROUP CENTRAL INDEX KEY: 0000022099 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 131594808 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E1 BUSINESS ADDRESS: STREET 1: 13880 DULLES CORNER LANE STREET 2: SUITE 300 CITY: HENDERON STATE: VA ZIP: 20171-4600 BUSINESS PHONE: 7035616000 MAIL ADDRESS: STREET 1: 13880 DULLES CORNER LANE STREET 2: SUITE 300 CITY: HERNDON STATE: VA ZIP: 20171-4600 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA GAS SYSTEM INC DATE OF NAME CHANGE: 19920703 SC 13E1 1 RULE 13E-1 TRANSACTION STATEMENT ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 RULE 13E-1 TRANSACTION STATEMENT PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 COLUMBIA ENERGY GROUP (NAME OF ISSUER) COLUMBIA ENERGY GROUP (NAME OF PERSON(S) FILING STATEMENT) COMMON STOCK, PAR VALUE $0.01 (TITLE OF CLASS OF SECURITIES) 197648108 (CUSIP NUMBER OF CLASS OF SECURITIES) MICHAEL W. O'DONNELL SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER COLUMBIA ENERGY GROUP 13880 DULLES CORNER LANE HERNDON, VIRGINIA 20171 (703) 561-6000 (NAME,ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT) COPY TO: NEIL T. ANDERSON, ESQ. SULLIVAN & CROMWELL 125 BROAD STREET NEW YORK, NEW YORK 10004 (212) 558-4000 CALCULATION OF FILING FEE ------------------------- TRANSACTION VALUE AMOUNT OF FILING FEE ----------------- -------------------- A TOTAL OF $420,100,000 IN COMMON STOCK OF $84,020* COLUMBIA ENERGY GROUP ================================================================================ - -------------------- * PURSUANT TO RULE 0-11 PROMULGATED UNDER THE EXCHANGE ACT, THE AMOUNT OF THE FILING FEE HAS BEEN CALCULATED BY MULTIPLYING THE VALUE OF THE SECURITIES TO BE ACQUIRED BY 1/50 OF ONE PERCENT. ITEM 1. SECURITY AND ISSUER. The issuer is Columbia Energy Group, a Delaware corporation (the "Company"), which has its principal executive offices at 13880 Dulles Corner Lane, Herndon, Virginia 20171. This Rule 13e-1 Statement relates to the proposed purchases by the Company of up to $420,100,000 in shares of its common stock, par value $0.01 per share (the "Shares") to be effected by open market or block purchases, or in privately negotiated purchases from time to time based upon market conditions between the date hereof and July 14, 2000. Any market purchase transactions will be effected on the New York Stock Exchange. ITEM 2. PURPOSES OF THE REPURCHASES. The Company's Board of Directors believes that the proposed purchases will provide additional liquidity and some immediate value for those shareholders interested in cash, while enabling long-term shareholders to increase their proportionate interest in the Company's equity and therefore in the Company's earnings and assets. Purchased Shares will be held in treasury and will be available for general corporate purposes or resale at a future date, or will be retired. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. All purchases will be financed with short-term debt, or made from available funds. Any short-term debt used to finance purchases of Shares will be supported by the Company's revolving lines of credit, which are incorporated herein by reference to Exhibit 10 to the Company's Annual Reports on Form 10-K for the fiscal years ended December 31, 1997 and December 31, 1998. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. COLUMBIA ENERGY GROUP By: /s/ Michael W. O'Donnell --------------------------- Name: Michael W. O'Donnell Title: Senior Vice President and Chief Financial Officer Dated: July 16, 1999 -----END PRIVACY-ENHANCED MESSAGE-----