-----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, AaKHOZz2jfXaKomOwDOYDROpOCRhB76WMTp484n3aLROsgMBZx1PoGYRZrVlqWnN 5CSkGE3gJvxt6vZ8ZEfT/Q== 0000891836-99-000706.txt : 19990917 0000891836-99-000706.hdr.sgml : 19990917 ACCESSION NUMBER: 0000891836-99-000706 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990916 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 14D9/A SEC ACT: SEC FILE NUMBER: 005-10049 FILM NUMBER: 99712582 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 14D9/A 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 14D9/A 1 AMENDMENT NO. 30 TO SCHEDULE 14D-9 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 30) COLUMBIA ENERGY GROUP (NAME OF SUBJECT COMPANY) 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 ================================================================================ This Amendment No. 30 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on July 6, 1999, and as subsequently amended July 6, 1999, July 9, 1999, July 12, 1999, July 15, 1999, July 16, 1999, July 20, 1999, July 22, 1999, July 30, 1999, August 3, 1999, August 4, 1999, August 5, 1999, August 6, 1999, August 9, 1999, August 11, 1999, August 12, 1999, August 13, 1999, August 16, 1999, August 17, 1999, August 19, 1999, August 31, 1999, September 2, 1999, September 3, 1999, September 7, 1999, September 9, 1999, September 10, 1999, September 13, 1999, September 14, 1999 and September 15, 1999 (as so amended, the "Schedule 14D-9"), by Columbia Energy Group, a Delaware corporation (the "Company"), relating to the tender offer by NiSource Inc., an Indiana corporation, to purchase for cash through its wholly-owned subsidiary, CEG Acquisition Corp., a Delaware corporation, all of the outstanding common shares, par value $0.01 per share, of the Company (the "Offer"). Capitalized terms used but not defined herein have the meaning ascribed to them in the Schedule 14D-9. ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES. Item 6 is hereby supplemented and amended by adding the following: On September 15, 1999, pursuant to its previously announced repurchase program, the Company purchased 10,000 Shares on the open market at a weighted average price per share of $58.3750. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 is hereby supplemented and amended by adding the following: Exhibit (a)(24) - Press Release of the Company, dated as of September 15, 1999. Exhibit (a)(25) - Newspaper Advertisement scheduled to be included in the following newspapers beginning on September 16, 1999: The Chicago Tribune, The Indianapolis Star News, The Gary Post-Tribune, The South Bend Tribune, The Times of Northwest Indiana and The Ft. Wayne News-Sentinel. 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: September 16, 1999 Exhibit List Exhibit (a)(24) - Press Release of the Company, dated as of September 15, 1999. Exhibit (a)(25) - Newspaper Advertisement scheduled to be included in the following newspapers beginning on September 16, 1999: The Chicago Tribune, The Indianapolis Star News, The Gary Post-Tribune, The South Bend Tribune, The Times of Northwest Indiana and The Ft. Wayne News-Sentinel. EX-99.(A).(24) 2 PRESS RELEASE OF THE COMPANY, DATED 9/15/99 For Immediate Release CONTACTS: September 15, 1999 Columbia Energy Group Thomas L. Hughes (Financial Community) 703/561-6001 R. A. Rankin, Jr. (News Media) 703/561-6044 Kekst and Company Michael Freitag (News Media) 212/521-4800 MEDIA ADVISORY: NEWSPAPER AD ALERTS NISOURCE CUSTOMERS TO IMPACT OF CONTINUED HOSTILE TAKEOVER ATTEMPT HERNDON, Va., Sept. 15, 1999 -- Columbia Energy Group today announced that, beginning tomorrow (Thursday, Sept. 16), a full-page advertisement will appear in newspapers in Northern Indiana and adjacent areas in which customers of Northern Indiana Public Service Company (NIPSCO) are alerted to the possible consequences of NiSource Inc.'s ongoing hostile takeover attempt. NIPSCO is a subsidiary of NiSource. The newspaper ad notes that NiSource is continuing to spend millions of dollars on its attempt to acquire Columbia in a 1980s-style leveraged buyout, even though Columbia has repeatedly rejected NiSource's various proposals as inadequate and not in the best interest of the company or its shareholders. The ad also notes that: o NIPSCO has the highest residential electric rates of all of Indiana's 42 electric utilities. o NIPSCO was recently ranked "below average" for customer service among electric utility companies in the Midwest. o NIPSCO has been slow to embrace market competition and freedom of choice for its customers. The ad concludes: "You deserve better treatment from your energy company. NiSource should stop wasting time and money on an expensive, disruptive and unwanted hostile takeover campaign and start trying to lower rates, improve service and open its markets to competition. After all, you deserve it!" A Columbia spokesman said: "We believe it is important for the customers, shareholders and employees of NIPSCO to understand that the decision by NiSource management to continue its costly and disruptive hostile takeover attempt could have serious repercussions in Indiana. NIPSCO customers, who already have the highest electric rates in all of Indiana, can ill-afford the billions of dollars of additional debt and millions of dollars of additional annual interest payments that NiSource would incur in order to complete its proposed transaction." Columbia's board of directors has determined that NiSource's unsolicited $68 per share cash tender offer, scheduled to expire on Oct. 15, 1999, is inadequate and not in the best interest of Columbia or its shareholders. This view has been reinforced in recent weeks by many leading equity analysts. For example, one leading analyst was quoted in the press on Sept. 9 as follows: "Though NiSource is being aggressive, the reality is that, even if they continue this, it's going to be a long and drawn-out process that is not to the benefit of either group of shareholders." Columbia Energy Group, based in Herndon, Va., is one of the nation's leading energy services companies, with 1998 revenues of nearly $6.6 billion and assets of about $7 billion. Its operating companies engage in all phases of the natural gas business, including exploration and production, transmission, storage and distribution, as well as commodities marketing, energy management, propane sales and electric power generation, sales and trading. Information about Columbia Energy Group (NYSE:CG) is available on the Internet at www.columbiaenergygroup.com. This press release contains "forward-looking statements" within the meaning of the Federal securities laws, including statements concerning Columbia's plans, objectives and expected performance. There can be no assurance that actual results will not differ materially due to various factors, many of which are beyond the control of Columbia, including, but not limited to, competition, the regulatory approval process, weather, supply and demand for natural gas, electricity, propane and petroleum and changes in general economic conditions. The safe harbor provisions of the Private Securities Litigation Reform Act with respect to forward-looking statements are not available to statements made in connection with a tender offer. # # # EX-99.(A).(25) 3 NEWSPAPER ADVERTISEMENT A MESSAGE TO CUSTOMERS OF NORTHERN INDIANA PUBLIC SERVICE CO. Shouldn't NIPSCO Pay More Attention To YOUR Needs? Since early June, NiSource Inc., the parent company of Northern Indiana Public Service Co. (NIPSCO), has spent millions of dollars in an attempt to acquire Virginia-based Columbia Energy Group in a 1980's-style hostile takeover. NiSource should end this costly and disruptive effort immediately and begin focusing on something much more important: serving the needs of its customers. YOU DESERVE LOWER RATES NIPSCO has, by far, the highest residential electric rates of all of Indiana's 42 electric utilities, according to a recent survey issued by the Indiana Utility Regulatory Commission. A NIPSCO customer using 1,000 kilowatt hours of electricity pays $95.22 per month, compared to a statewide average of $65.46. Instead of pouring millions of dollars into fees for investment bankers, lawyers and consultants, NiSource should be trying to find ways to lower its high costs and pass the savings on to you. YOU DESERVE BETTER SERVICE According to a recent survey published by two nationally recognized consulting firms, NIPSCO ranked "below average" for customer service among electric utility companies in the Midwest. Instead of sponsoring local events and placing newspaper ads in states where it has no business operations, NiSource's executives should be spending their time in Indiana trying to find ways to respond more quickly and effectively to your complaints. YOU DESERVE FREEDOM TO CHOOSE YOUR ENERGY COMPANY Other companies across the nation, including Columbia, have embraced market competition and freedom of choice for their customers. But NiSource refuses to face the future, desperately clinging to its monopoly mentality. Instead of trying to build an energy empire stretching from Indiana to Massachusetts, NiSource should focus its resources on promoting consumer choice in its existing markets. You deserve better treatment from your energy company. NiSource should stop wasting time and money on an expensive, disruptive and unwanted hostile takeover campaign and start trying to lower rates, improve service and open its markets to competition. After all, you deserve it! 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