-----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, K6v5194YA7DcWWdKtjFVjNNxQOCRSND0jUvzFvsGM1uCDgI6O6O58mk+7GUdCWsp KXi09JgaJykIKz4OgzWoTg== 0000895813-00-000161.txt : 20000426 0000895813-00-000161.hdr.sgml : 20000426 ACCESSION NUMBER: 0000895813-00-000161 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000425 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: 425 SEC ACT: SEC FILE NUMBER: 001-01098 FILM NUMBER: 608426 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: NISOURCE INC CENTRAL INDEX KEY: 0000823392 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 351719974 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 801 E 86TH AVENUE CITY: MERRILLVILLE STATE: IN ZIP: 46410 BUSINESS PHONE: 2198535200 MAIL ADDRESS: STREET 1: 5265 HOHMAN AVENUE CITY: HAMMOND STATE: IN ZIP: 46320-1775 FORMER COMPANY: FORMER CONFORMED NAME: NIPSCO INDUSTRIES INC DATE OF NAME CHANGE: 19920703 425 1 Filed by: NiSource Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Columbia Energy Group Registration Statement File No: 333-33896 On April 25, 2000, NiSource Inc. reported its first quarter 2000 earnings. The text of the release is set forth below. TEXT OF PRESS RELEASE APRIL 25, 2000 [NISOURCE LOGO] FOR ADDITIONAL INFORMATION Investors: Dennis Senchak Rae Kozlowski Media: Sally Anderson NiSource Inc. NiSource Inc. NiSource Inc. 219-647-6085 219-647-6083 219-647-6203 NISOURCE REPORTS HIGHER EARNINGS DESPITE RECORD WARM WINTER MERRILLVILLE, Ind. (April 25, 2000)-NiSource Inc. (NYSE:NI) today reported first quarter 2000 basic earnings per common share of 64 cents on net income of $79.6 million, a 3.2 percent increase from first quarter 1999 basic earnings of 62 cents per share on net income of $76.6 million. Results for the two periods ended March 31 are not directly comparable since this year s report includes three NiSource subsidiaries acquired during 1999. NiSource established its New England presence when it acquired Bay State Gas Company in February 1999. The natural gas marketing, asset optimization and natural gas storage units of EnergyUSA-TPC and Market Hub Partners were also acquired in 1999. All operations record a significant portion of their revenues during the winter heating season. "Our first quarter earnings improved despite winter weather in the Midwest that was the warmest on record at 15 percent warmer than normal and 11 percent warmer than the same period in 1999, which negatively impacted our earnings by approximately 8 cents per share," said Gary L. Neale, NiSource chairman, president and chief executive officer. "The results reflect the success of our strategy of expanding NiSource markets and services through our acquisitions of Bay State and EnergyUSA-TPC, as well as continued customer growth at our other business units and our ongoing initiatives to improve efficiencies." NiSource reported the following first quarter earnings by segment: * Gas operations earnings before interest and taxes (EBIT) increased $10.4 million to $98.9 million compared to the same period a year ago. The increase is mainly due to the inclusion of Bay State Gas for the entire quarter in 2000, partially offset by lower gas sales resulting from warmer weather. * Electric operations EBIT increased $9.1 million to $82.7 million, primarily attributed to increases in industrial sales and trading activity as well as reduced operating expenses. * Water operation EBIT increased $1.5 million to $3.7 million as a result of increased sales levels and higher base rates that went into effect in April 1999. * Gas marketing and storage EBIT increased $8.8 million to $9.7 million, mainly reflecting the inclusion of EnergyUSA- TPC and Market Hub Partners results. EnergyUSA-TPC and Market Hub Partners provide natural gas marketing, asset optimization, storage and sales services to wholesale and industrial customers. * Other products and services segment EBIT decreased $5.5 million for the quarter due to lower operating results for utility locating and marking services. During the first quarter, NiSource announced that it has reached a definitive merger agreement with Columbia Energy Group (NYSE: CG), based in Herndon, Va. Columbia s operating companies engage in all phases of the natural gas business, including exploration and production, transmission, storage and distribution. The merger will create the nation s second largest gas company, with operations stretching from the Gulf of Mexico to the Northeast, accessing 30 percent of the U.S. population and 40 percent of the nation s energy demand. "As previously reported, we remain on track for obtaining the required state, federal and shareholder approvals," Neale added. "NiSource and Columbia are committed to completing a seamless integration of the two companies and are working together to create a framework for expediting the process once the merger is approved." NiSource Inc. is a holding company with headquarters in Merrillville, Ind., whose primary business is the distribution of electricity, natural gas and water in the Midwest and Northeastern United States. The company also markets utility services and customer- focused resource solutions along a corridor from Texas to Maine. More information about the company is available on the Internet at www.nisource.com. # # # This release contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are subject to various risks and uncertainties. The factors that could cause actual results to differ materially from the projections, forecasts, estimates and expectations discussed herein may include factors that are beyond the companies ability to control or estimate precisely, such as estimates of future market conditions, the behavior of other market participants and the actions of the Federal and State regulators. Other factors include, but are not limited to, actions in the financial markets, weather conditions, economic conditions in the two companies service territories, fluctuations in energy-related commodity prices, conversion activity, other marketing efforts and other uncertainties. Other risk factors are detailed from time to time in the two companies' SEC reports. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. The companies do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of the document. NiSource and the new holding company formed in connection with the Columbia merger have filed a registration statement, which contains a joint proxy statement/prospectus of NiSource and Columbia and other documents, with the Securities and Exchange Commission. Investors and security holders are urged to read the joint proxy statement/prospectus and any other relevant documents filed with the SEC because they contain important information. Investors and security holders may receive the joint proxy statement/prospectus and other documents free of charge at the SEC s web site, www.sec.gov, from NiSource at its web site, www.nisource.com, or from Columbia at its web site, www.columbiaenergygroup.com. Information concerning the identity of the participants in the solicitation of proxies by the NiSource Inc. and Columbia Energy Group boards of directors and their direct or indirect interests, by security holdings or otherwise, may be obtained from the Secretary of NiSource Inc., or the Secretary of Columbia Energy Group, as the case may be, at the web addresses listed above. -more-
THREE MONTHS ENDED MARCH 31, 2000 1999 ---- ---- (Dollars in Thousands Except per share amounts) OPERATING REVENUES Gas Sales, Marketing and Storage $ 691,662 $ 527,916 Transport 34,695 22,700 Transmission 465 3,280 Electric 255,578 264,442 Water 22,913 20,869 Products & Services 62,236 52,368 -------- -------- TOTAL OPERATING REVENUES $ 1,067,549 $ 891,575 OPERATING MARGIN Gas $ 207,917 $ 174,306 Electric 189,845 184,094 Water 22,913 20,869 Products & Services 27,433 26,779 -------- -------- TOTAL OPERATING MARGIN $ 448,108 $ 406,048 NET INCOME $ 79,616 $ 76,559 AVERAGE COMMON SHARES OUTSTANDING 124,304,233 122,646,186 BASIC EARNINGS PER AVERAGE COMMON SHARE $ 0.64 $ 0.62 DILUTED EARNINGS PER AVERAGE COMMON SHARE $ 0.62 $ 0.62 DIVIDEND DECLARED PER COMMON SHARE $ 0.270 $ 0.255 Gas Deliveries (dekatherms 000's) Gas Sales and Marketing 181,094 159,466 Gas Transported 66,062 62,392 Gas Transmission 3,324 12,658 Electric Sales (megawatt hours) 4,327,730 4,813,032 Water Sales (millions of gallons) 10,092 9,313
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