-----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, Tka4pZwsKAbjqGHN0RvNdx7zA/92PGlrBYtIzO0OnkxlLQchO5cWiEePhKOR3XNe S6ewCb/y/SjyUpLkx2URZw== 0000891836-99-000754.txt : 19991018 0000891836-99-000754.hdr.sgml : 19991018 ACCESSION NUMBER: 0000891836-99-000754 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991013 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: 99727447 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. 47 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. 47) 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. 47 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, October 1, 1999, October 4, 1999, October 5, 1999, October 6, 1999, October 7, 1999 and October 12, 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 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 is hereby supplemented and amended by adding the following: Exhibit (a)(32) - Text of Newspaper Advertisement scheduled to be included in the following newspapers beginning October 13, 1999: The Munster Times; The Ft. Wayne Journal Gazette News-Sentinel; The Gary Post-Tribune; Monticello Herald-Journal; Chesterton Tribune; The Indianapolis Star News; and The South Bend Tribune. Exhibit (a)(33) - Media Advisory Press Release of the Company, dated October 13, 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 13, 1999 Exhibit List Exhibit (a)(32) - Text of Newspaper Advertisement scheduled to be included in the following newspapers beginning October 13, 1999: The Munster Times; The Ft. Wayne Journal Gazette News-Sentinel; The Gary Post-Tribune; Monticello Herald-Journal; Chesterton Tribune; The Indianapolis Star News; and The South Bend Tribune. Exhibit (a)(33) - Media Advisory Press Release of the Company, dated October 13, 1999. EX-99.(A)(32) 2 TEXT OF NEWSPAPER ADVERTISEMENT A MESSAGE TO COMMUNITIES SERVED BY NISOURCE INC. IS NISOURCE'S COMMITMENT TO THE ENVIRONMENT JUST A LOT OF SMOKE? Since early June, NiSource Inc.--the parent company of Northern Indiana Public Service Co. (NIPSCO)--has been spending millions of dollars in an attempt to acquire Virginia-based Columbia Energy Group in a hostile takeover. But even as it continues its attempt to build a sprawling energy empire, NiSource has plenty of problems to keep it occupied, including a disturbing environmental record. Consider these facts: NIPSCO RANKED THIRD "DIRTIEST" UTILITY IN U.S. NIPSCO last year was ranked as the third "dirtiest" electric utility in the United States, based on nitrogen oxide emission rates, by the National Resources Defense Council. THE NRDC RANKING IS BASED ON DATA COMPILED FROM 838 POWER COMPANIES ACROSS THE NATION. NISOURCE IS ON NEW YORK STATE'S HIT LIST New York State's Attorney General recently announced that 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. MEDIA REPORTS INDICATE THAT OFFICIALS IN CONNECTICUT, MASSACHUSETTS, NEW HAMPSHIRE AND NEW JERSEY ARE CONSIDERING JOINING THE SUIT. NIPSCO MAY BE LINKED TO MERCURY IN INDIANA LAKES According to a recent study, there is "strong evidence" that NIPSCO's coal-fired power plants may be "major contributors to mercury contamination" in at least five large Indiana lakes. The study was sponsored by the National Wildlife Federation, the Hoosier Environmental Council and other environmental organizations. THE INDIANA DEPARTMENT OF HEALTH HAS ISSUED WARNINGS FOR MANY YEARS ABOUT THE DANGER OF EATING FISH FROM THE STATE'S LAKES AND STREAMS DUE TO MERCURY CONTAMINATION. SHOULDN'T NISOURCE SPEND ITS TIME AND MONEY TRYING TO PROTECT YOUR ENVIRONMENT? NiSource often brags about its commitment to "environmental stewardship." For example, it recently issued a press release touting its role as a sponsor of "an environmental effort aimed at restoring and preserving a historic Virginia water resource." But NiSource has no business operations in Virginia, and it apparently did little more than contribute some money to a local river festival. Instead of publicity ploys in states outside its operating territory, shouldn't NiSource be spending its time and money trying to reduce harmful smokestack emissions and protecting the welfare of its customers and communities in Indiana? We believe NiSource should end its costly and disruptive hostile takeover attempt immediately and begin focusing on something much more important: serving the needs of its customers, shareholders and the communities where it operates. LET NISOURCE KNOW HOW YOU FEEL. CALL THE COMPANY AT 219-853-5200. [Columbia Energy Group Logo] EX-99.(A)(33) 3 MEDIA ADVISORY PRESS RELEASE, DATED 10/13/99 For Immediate Release CONTACTS: October 13, 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 INDIANA COMMUNITIES TO NISOURCE'S "DISTURBING ENVIRONMENTAL RECORD" HERNDON, Va., Oct. 13, 1999 -- Columbia Energy Group announced that, starting today, a full-page advertisement began appearing in newspapers in Northern Indiana and adjacent areas, in which communities served by NiSource Inc. are alerted to the possible environmental consequences of that company's ongoing hostile takeover attempt. NiSource is the parent corporation of Northern Indiana Public Service Company (NIPSCO). The newspaper ad, the third in a series, notes that NiSource has "a disturbing environmental record" -- even though NiSource often touts its commitment to "environmental stewardship." For example, NiSource recently issued a press release promoting its role as a sponsor of "an environmental effort aimed at restoring and preserving a historic Virginia water resource." But NiSource has no business operations in Virginia, and it apparently did little more than contribute some money to a local river festival. "Instead of publicity ploys in states outside its operating territory," the ad says, "shouldn't NiSource be spending its time and money trying to reduce harmful smokestack emissions and protecting the welfare of its customers and communities in Indiana?" The ad notes that: o NIPSCO last year was ranked as the nation's third "dirtiest" electric utility, based on nitrogen oxide emission rates, by the Natural Resources Defense Council. 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 There is "strong evidence" that NIPSCO's coal-fired power plants may be "major contributors to mercury contamination" in at least five large Indiana lakes, according to a 1999 study by the National Wildlife Federation, the Hoosier Environmental Council and other environmental organizations. - more - Although it is currently facing a variety of environmental, operational and financial problems, NiSource is continuing to spend millions of dollars on its attempt to acquire Columbia in a hostile takeover. Columbia has rejected NiSource's various proposals as inadequate and not in the best interest of the company or its shareholders. 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----