-----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, F0y+BsDvXfbpYcKG7WMLPXQ55TzlJe7UhQSJVCWQPWmfvwIXlVzGcIO8T6/qe54g ZDv7hAun4YsnPda8vB1PDw== 0000891836-99-000730.txt : 19991018 0000891836-99-000730.hdr.sgml : 19991018 ACCESSION NUMBER: 0000891836-99-000730 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991004 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: 99722708 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. 42 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. 42) 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. 42 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, September 15, 1999, September 16, 1999, September 17, 1999, September 20, 1999, September 21, 1999, September 22, 1999, September 23, 1999, September 24, 1999, September 27, 1999, September 28, 1999, September 29, 1999, September 30, 1999 and October 1, 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 October 1, 1999, pursuant to its previously announced repurchase program, the Company purchased 20,000 Shares on the open market at a weighted average price per share of $55.3438. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 is hereby supplemented and amended by adding the following: Exhibit (a)(28) - Text of Newspaper Advertisement scheduled to be included in the following newspapers: The Munster Times (Sunday, October 3, 1999); The Ft. Wayne Journal Gazette News- Sentinel (Sunday, October 3, 1999); The Gary Post-Tribune (Sunday, October 3, 1999); Monticello Herald-Journal (Monday, October 4, 1999); Chesterton Tribune (Monday, October 4, 1999). Exhibit (a)(29) - Media Advisory Press Release of the Company, dated October 4, 1999 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: October 4, 1999 Exhibit List Exhibit (a)(28) - Text of Newspaper Advertisement scheduled to be included in the following newspapers: The Munster Times (Sunday, October 3, 1999); The Ft. Wayne Journal Gazette News-Sentinel (Sunday, October 3, 1999); The Gary Post-Tribune (Sunday, October 3, 1999); Monticello Herald-Journal (Monday, October 4, 1999); Chesterton Tribune (Monday, October 4, 1999). Exhibit (a)(29) - Media Advisory Press Release of the Company, dated October 4, 1999. EX-99.(A)(28) 2 TEXT OF NEWSPAPER ADVERTISEMENT A MESSAGE TO SHAREHOLDERS OF NISOURCE INC. DOESN'T NISOURCE ALREADY HAVE ENOUGH PROBLEMS? Since early June, NiSource Inc.--the parent company of Northern Indiana Public Service Co. (NIPSCO)-- has been spending millions of dollars in an effort to acquire Virginia-based Columbia Energy Group in a 1980's-style hostile takeover. But even as it continues its attempt to build a sprawling energy empire, NiSource has plenty of problems to keep it occupied.These include: DECLINING SHAREHOLDER VALUE Since the start of its hostile takeover attempt, NiSource's stock price has declined by more than 22 percent, representing a loss of approximately $790 million in market capitalization.* NiSource's stock price has declined by more than 28 percent since the start of the year and 35 percent from its 52-week high. DISTURBING ENVIRONMENTAL RECORD New York State's Attorney General recently announced he intends to sue NiSource for failing to reduce harmful emissions of sulfur dioxide and nitrogen oxide from one of its principal coal-fired generating plants. NiSource last year was ranked as the nation's third "dirtiest" electric utility, based on nitrogen oxide emission rates, by the Natural Resources Defense Council. DISGRUNTLED CUSTOMERS Customers rank NIPSCO "Below Average" for service among electric utility companies in the Midwest, according to a survey recently published by two nationally recognized consulting firms. NIPSCO has the highest residential electric rates of all of Indiana's 42 electric utilities. DISTRACTED MANAGEMENT NiSource management is devoting considerable resources to its hostile takeover attempt, pouring millions of dollars into fees for investment bankers, lawyers and consultants. NiSource executives have been spending a lot of time traipsing around Columbia's operating region lately-- apparently hoping to find support for their hostile actions from regulators, community leaders, journalists and others. NISOURCE WON'T SOLVE ITS PROBLEMS BY ADDING DEBT AND DILUTING EARNINGS Under its latest unsolicited proposal, NiSource would need to borrow at least $5.6 billion, attempt the largest equity offering ever in the energy utility industry, and win approvals from numerous state and federal regulators.That's a tall order--especially since no hostile takeover has ever been successfully completed in the utility industry. Even if the transaction could be consummated, it likely would boost NiSource's annual interest expense, dilute its future earnings and--even by the company's own admission in a recent SEC filing--could adversely impact its credit ratings. Instead of taking on new problems, NiSource should end this costly and disruptive effort immediately and begin focusing on something much more important: serving the needs of its customers and shareholders. Let NiSource know how you feel. Call the company at 219-853-5200. *From June 4 to September 29, 1999. [COLUMBIA ENERGY GROUP LOGO] EX-99.(A)(29) 3 MEDIA ADVISORY PRESS RELEASE, 10/4/99 For Immediate Release CONTACTS: October 4, 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 SHAREHOLDERS TO IMPACT OF CONTINUED HOSTILE TAKEOVER ATTEMPT HERNDON, Va., Oct. 4, 1999 -- Columbia Energy Group today announced that, starting yesterday (Sunday, Oct. 3), a full-page advertisement began appearing in newspapers in Northern Indiana and adjacent areas, in which shareholders of NiSource Inc. are alerted to the possible consequences of the company's ongoing hostile takeover attempt. NiSource is the parent corporation of Northern Indiana Public Service Company (NIPSCO). The newspaper ad, the second in a series, notes that NiSource is currently facing a variety of operational and financial problems even as it continues to spend millions of dollars on its attempt to acquire Columbia in a 1980s-style leveraged buyout. Columbia has 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 NiSource's stock price has declined by more than 22 percent since the start of its hostile takeover attempt (from June 4 to Sept. 29, 1999). This represents a loss of approximately $790 million in market capitalization. o NiSource is facing a possible lawsuit from the New York State Attorney General related to harmful emissions from one of its principal generating plants. o NiSource last year was ranked as the nation's third "dirtiest" electric utility by the Natural Resources Defense Council. o NIPSCO was recently ranked "below average" for customer service among electric utility companies in the Midwest. o NIPSCO has the highest residential electric rates of all of Indiana's 42 electric utilities. The ad concludes: "Instead of taking on new problems, NiSource should end this costly and disruptive effort immediately and begin focusing on something much more important: serving the needs of its customers and shareholders." 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. A number of the leading equity analysts who cover the energy utilities industry have agreed that NiSource's offer is inadequate. Columbia Energy Group, based in Herndon, Va., is one of the nation's leading energy services companies, with assets of $7.2 billion. Its operating companies engage in all phases of the natural gas business, including exploration and production, transmission, storage and distribution, as well as retail energy marketing, propane and petroleum product sales, and electric power generation. 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----