-----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, LcVAGudDVLyp2qHd6s3THmWkqIANpymxLcuqOMAciDeVXyvxhigdTX5oSuzqsYmU RYU4FEi/TKfagdKJjjfs5Q== 0000895813-99-000301.txt : 19990713 0000895813-99-000301.hdr.sgml : 19990713 ACCESSION NUMBER: 0000895813-99-000301 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990712 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 14D1/A SEC ACT: SEC FILE NUMBER: 005-10049 FILM NUMBER: 99662790 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: SC 14D1/A 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 SC 14D1/A 1 =============================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ SCHEDULE 14D-1/A (Amendment No. 5) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ____________________ COLUMBIA ENERGY GROUP (Name of Subject Company) CEG ACQUISITION CORP. NISOURCE INC. (Bidders) COMMON STOCK, $.01 PER SHARE (Title of Class of Securities) 197648108 (CUSIP Number of Class of Securities) Stephen P. Adik Senior Executive Vice President, Chief Financial Officer And Treasurer NiSource Inc. 801 East 86th Avenue Merrillville, Indiana 46410-6272 (219) 853-5200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) ____________________ COPIES TO: Peter V. Fazio, Jr., Esq. Alan G. Schwartz, Esq. Schiff Hardin & Waite Simpson Thacher & Bartlett 6600 Sears Tower 425 Lexington Avenue Chicago, Illinois 60606 New York, New York 10017 Telephone: (312) 258-5500 Telephone: (212) 455-2000 =============================================== This Amendment No. 5 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule 14D-1, as amended, originally filed with the Securities and Exchange Commission on June 25, 1999 (the "Schedule 14D-1") by CEG Acquisition Corp., a Delaware corporation (the "Offeror") and a wholly owned subsidiary of NiSource Inc., an Indiana corporation ("Parent"). The Schedule 14D-1 and this Amendment relate to a tender offer by the Offeror to purchase all of the outstanding shares of common stock, par value $.01 per share (the "Shares"), of Columbia Energy Group, a Delaware corporation (the "Company"), at a purchase price of $68 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 25, 1999 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, as either may be amended or supplemented from time to time, collectively constitute the "Offer"), copies of which are filed with the Schedule 14D-1 as Exhibits (a)(1) and (a)(2), respectively. 2 Item 10. Additional Information. On July 12, 1999, Parent first mailed copies of a letter from Gary L. Neale, Chairman, President and Chief Executive Officer of Parent, to shareholders of Parent, in the form included herein as Exhibit (a)(14) and incorporated herein by reference. Item 11. Material to be Filed as Exhibits. (a)(1) Offer to Purchase, dated June 25, 1999.* (a)(2) Letter of Transmittal.* (a)(3) Letter dated June 25, 1999, from Dealer Manager to brokers, dealers, commercial banks, trust companies and other nominees.* (a)(4) Letter dated June 25, 1999, to be sent by brokers, dealers, commercial banks, trust companies and other nominees to their clients.* (a)(5) Notice of Guaranteed Delivery.* (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(7) Form of Summary Advertisement, dated June 25, 1999.* (a)(8) Press Release issued by Parent on June 24, 1999.* (a)(9) Form of letter dated June 28, 1999 from Gary L. Neale, Chairman, President and Chief Executive Officer of Parent, to investors of the Company.* (a)(10) Press Release issued by Parent on June 28, 1999.* (a)(11) "NiSource/Columbia StraightTalk" communication to stockholders of the Company issued by Parent on July 2, 1999.* (a)(12) Form of letter dated July 2, 1999, from Gary L. Neale, Chairman, President and Chief Executive Officer of Parent, to directors of the Company.* (a)(13) Press Release issued by Parent on July 6, 1999.* (a)(14) Form of letter dated July 12, 1999, from Gary L. Neale, Chairman, President and Chief Executive Officer of Parent, to shareholders of Parent. 3 (b)(1) Commitment Letter dated June 23, 1999 to Parent from Credit Suisse First Boston and Barclays Bank PLC.* (c) Not Applicable. (d) Not Applicable. (e) Not Applicable. (f) Not Applicable. (g)(1) Complaint in NiSource Inc. and CEG Acquisition Corp. vs. Columbia Energy Group et al., Delaware Chancery Court, New Castle County.* (g)(2) Complaint in NiSource Inc. and CEG Acquisition Corp. vs. Columbia Energy Group et al., United States District Court, District of Delaware.* (g)(3) First Amended Complaint in NiSource Inc. and CEG Acquisition Corp. vs. Columbia Energy Group et al., United States District Court, District of Delaware.* _______________ *Previously filed. 4 SIGNATURE After due inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. CEG ACQUISITION CORP. By: /s/ Gary L. Neale ------------------------ Name: Gary L. Neale Title: President NISOURCE INC. By: /s/ Gary L. Neale ------------------------ Name: Gary L. Neale Title: Chief Executive Officer Date: July 12, 1999 EXHIBIT INDEX Exhibit Number Description ------- ----------- 11(a)(1) Offer to Purchase, dated June 25, 1999.* 11(a)(2) Letter of Transmittal.* 11(a)(3) Letter dated June 25, 1999, from Credit Suisse First Boston Corporation to brokers, dealers, commercial banks, trust companies and other nominees.* 11(a)(4) Letter dated June 25, 1999, to be sent by brokers, dealers, commercial banks, trust companies and other nominees to their clients.* 11(a)(5) Notice of Guaranteed Delivery.* 11(a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* 11(a)(7) Form of Summary Advertisement, dated June 25, 1999.* 11(a)(8) Press Release issued by Parent on June 24, 1999.* 11(a)(9) Form of letter dated June 28, 1999 from Gary L. Neale, Chairman, President and Chief Executive Officer of Parent, to investors of the Company.* 11(a)(10) Press Release issued by Parent on June 28, 1999.* 11(a)(11) "NiSource/Columbia StraightTalk" communication to stockholders of the Company issued by Parent on July 2, 1999.* 11(a)(12) Form of letter dated July 2, 1999, from Gary L. Neale, Chairman, President and Chief Executive Officer of Parent, to directors of the Company.* 11(a)(13) Press Release issued by Parent on July 6, 1999.* 11(a)(14) Form of letter dated July 12, 1999, from Gary L. Neale, Chairman, President and Chief Executive Officer of Parent, to shareholders of Parent. 11(b)(1) Commitment Letter dated June 23, 1999 to Parent from Credit Suisse First Boston and Barclays Bank PLC.* 11(g)(1) Complaint in NiSource Inc. and CEG Acquisition Corp. vs. Columbia Energy Group et al., Delaware Chancery Court, New Castle County.* 11(g)(2) Complaint in NiSource Inc. and CEG Acquisition Corp. vs. Columbia Energy Group et al., United States District Court, District of Delaware.* 11(g)(3) First Amended Complaint in NiSource Inc. and CEG Acquisition Corp. vs. Columbia Energy Group et al., United States District Court, District of Delaware.* _________________ *Previously filed. EX-11 2 EXHIBIT 11(a)(14) ----------------- [Form of letter dated July 12, 1999 from Gary L. Neale, Chairman, President and Chief Executive Officer of Parent, to shareholders of Parent] [Letterhead of Gary L. Neale, Chairman, President and Chief Executive Officer of Parent] July 12, 1999 Dear NiSource Shareholder: I am writing to update you on the progress of our $68 cash tender offer for Columbia Energy Group, which we announced on Thursday, June 24. We believe the acquisition of Columbia will create substantial value for you, the NiSource shareholder. As evidenced by our inclusion in Fortune magazine's recent 10-year rankings of companies producing the most value for shareholders, we have been committed to and successful in growing shareholder value from both regulated and non-regulated businesses. We believe this acquisition will enable us to grow earnings per share at more than 12 percent per year, primarily from core businesses, further enhancing shareholder value. Our analysis shows this transaction will be accretive - that is, it will increase our earnings in the first 12 months without operational synergies - and will add substantially to earnings in later years. Our current analysis shows this transaction providing $0.01 accretion in the first year, $0.12 in the second, and more in subsequent years. Additionally, the credit rating agencies, S&P, Moody's and Duff & Phelps, have affirmed that our post-acquisition pro forma debt will be investment grade and in line with other similar companies. The acquisition of Columbia is also in line with our strategy of developing a natural gas distribution corridor from Chicago to New England. We have proven our ability to compete in this industry. The combination will make NiSource a super-regional energy powerhouse, with abilities to transport and store natural gas and to profitably take advantage of weather patterns in ways not possible today. At the same time, our larger asset base will allow us to reap larger savings by sharing services used by all parts of the NiSource family. For these reasons, we are strongly committed to completing this transaction and are confident that we will prevail at the end of the day. Although Columbia's management and board have repeatedly stonewalled us, their shareholders have shown overwhelming support for our proposal. As Columbia shareholders continue to express their support for our offer to their board, we believe that CEO Rick Richard and his fellow directors will decide to enter into negotiations with us. With a negotiated, definitive agreement in place, the regulatory approval process could be completed in six to nine months - a timetable very similar to that of Dominion/CNG, which involves many of the same states and regulatory bodies. If Columbia refuses to cooperate, we will continue to take all necessary steps to secure regulatory approvals on our own, although it will take up to 12 to 18 months, depending upon how much Columbia obstructs the process. Having said all of the above, be assured we will do nothing to jeopardize our track record of growth in shareholder value. We will keep you apprised of developments as the tender progresses. In the meantime, I believe that you, as a NiSource shareholder, are in a terrific position to benefit from the changes taking place in our industry. I thank you for your continued support, and I encourage you to contact me with your thoughts and questions. Sincerely, --------------------------------------------------------------------- This letter contains forward-looking statements as defined in Section 21E of the Securities Exchange Act of 1934, including statements about future business operations and financial performance. These statements involve risks and uncertainties inherent in business forecasts, and actual results could differ materially from those indicated in these statements. A number of these risks and uncertainties are discussed in NiSource's Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on May 14, 1999. This letter is neither an offer to purchase nor a solicitation of an offer to sell shares of common stock of Columbia Energy Group. Such offer is made solely by the Offer to Purchase, dated June 25, 1999, and the related Letter of Transmittal. It is not being made to, and tenders will not be accepted from, holders of shares of Columbia common stock in any jurisdiction in which the making or accepting such offer would not comply with law. In any jurisdiction where a licensed broker or dealer must make such offer,it shall be deemed made on behalf of NiSource Inc. by Credit Suisse First Boston or other registered brokers or dealers licensed in such jurisdiction. The offer may be extended beyond its August 6, 1999 expiration date. Any extention will be publicly announced no later than 9:00 a.m., New York City time, on the next business day. This letter does not constitute a solicitation of proxies from Columbia Energy Group's stockholders. Any such solicitation will be made only by separate proxy materials in compliance with Section 14(a) of The Securities Exchange Act ------------------------------------------------------------------------ -----END PRIVACY-ENHANCED MESSAGE-----