-----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, Jrl7L2uA/0AE11EhM0KVmeunZo1eJEJztb4tCijbk/uAtWd9yrwYNe5kmjKUuMAS BrvZs99kkmB+VyX78irT6g== 0000895813-99-000305.txt : 19990715 0000895813-99-000305.hdr.sgml : 19990715 ACCESSION NUMBER: 0000895813-99-000305 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990714 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: 99664298 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. 6) 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. 6 (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 14, 1999, Parent issued i) the "NiSource/Columbia StraightTalk" communication to stockholders of the Company, and ii) a press release relating to the engagement of Wasserstein Perella & Co., Inc. to provide advisory services to Parent, which are included herein as Exhibits (a)(15) and (a)(16), respectively, 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.* 3 (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.* (a)(15) "NiSource/Columbia StraightTalk" communication to stockholders of the Company issued by Parent on July 14, 1999. (a)(16) Press Release issued by Parent on July 14, 1999. (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 14, 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(a)(15) "NiSource/Columbia StraightTalk" communication to stockholders of the Company issued by Parent on July 14, 1999. 11(a)(16) Press Release issued by Parent on July 14, 1999. 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)(15) ----------------- NISOURCE/COLUMBIA STRAIGHTTALK JULY 14, 1999 DEAR COLUMBIA SHAREHOLDER: I am sure you have read Columbia's response to NiSource's tender offer. Most of what Columbia is saying is smoke and seeks to obscure the issues. Since this is an all-cash offer, we believe there is only one fundamental issue: price. Columbia says this is the "wrong price, at the wrong time, and with the wrong company." Time and again, we have stated that $68 is only a starting point, and that we are willing to increase our price. I don't think it could possibly be clearer. The $68 is more than a 10 percent premium to the highest price that Columbia stock has ever traded. Columbia's statement that our companies are not a strategic fit is not only irrelevant to Columbia's shareholders, but is also contrary to the geographic proximity and complementary nature of our assets and to the opinions of many well-regarded industry experts. Yet again, they are attempting to obscure the real issue of price. In rejecting our offer, Columbia referred to seemingly impressive statistics regarding their performance--a rate of return of 258 percent since January 1, 1995. One important fact they left out is that the base period of their analysis begins during their bankruptcy. Analyze performance based on other periods, and Columbia under- performs both the S&P 500 and the S&P Natural Gas Index. We agree that Columbia is a terrific company with a unique collection of assets. That is why we are so committed to pursuing this transaction. In the absence of a transaction, Columbia cannot commit to bringing you value equal to our proposal in a reasonable timeframe. They seem content to let you wait indefinitely for an uncertain outcome. In addition, Columbia appears to be intent on making its shareholders wait an unnecessarily long time before receiving the premium we are offering. Columbia has said this transaction could take up to 24 months to complete. However, they do not tell you that this lengthy period would be a direct consequence of their lack of cooperation. If Columbia cooperates, we strongly believe that the merger could be completed within six to nine months. Dominion and CNG are on a similar timetable in four of the same states where we will seek approvals, and their transaction is progressing well. Take a look at the articles that follow. You'll get the true story of Columbia's rate of return compared to market indices, and we will give you a clearer picture of the real regulatory process. It's all straight talk, and I hope you find it helpful. Undoubtedly, Columbia will continue to put up smoke screens. Look past them, and remember that the fundamental issue is price. Columbia has acknowledged that it would consider a transaction at the right price. What are they waiting for? If you tender your shares, demanding that Columbia talk to us, I am ready to negotiate. Gary Neale President, Chairman and Chief Executive Officer NiSource Inc. [Photo of Gary Neale] [Graphic of Map] COLUMBIA ENERGY MANAGEMENT: FAILING TO DELIVER SHAREHOLDER VALUE In rejecting NiSource's offer again on July 5, Columbia discussed the value it provides to shareholders. As support for its decision, Columbia offered only one measure of its recent performance. Its calculations present a 258 percent rate of return since January 1, 1995-- an annualized rate of 33.5 percent. What they neglect to tell you is that they used the depressed levels at which Columbia traded during its bankruptcy proceedings as the base for these estimates. Recalculated off of other periods, the numbers tell a different story. [Table representing Chart] 4 3 2 1 Year Year Year Year CAGR CAGR CAGR CAGR CG 37% 24% 15% 7% S&P Natural Gas Index 29% 27% 26% 37% S&P 500 30% 29% 37% 36% *CAGR = Compound Annual Growth So where is the value to Columbia's shareholders? These numbers show that Columbia has actually UNDER-PERFORMED market indices. In saying the annualized rate of return exceeds that of the S&P 500 and the S&P Natural Gas Indices, Columbia was only telling part of the story. If in fact Columbia is seeking to "provide superior value for shareholders," negotiations with NiSource are not an option, but a necessity. COLUMBIA ENERGY MANAGEMENT: DELAYING DELIVERY OF SHAREHOLDER VALUE NiSource Inc. has stated that it would take six to nine months for utility regulators to approve a NiSource/Columbia Energy merger, with Columbia's cooperation. Columbia earlier said the transaction could take up to 18 to 24 months. "We understand and respect that it is the job of state regulators to protect the consumer and maintain a fair and competitive environment in their state," said Gary Neale, President and CEO of NiSource. "I am confident that we will work out a plan beneficial to all constituencies involved in six to nine months." NISOURCE/BAY STATE GAS Neale compared the regulatory aspects of the proposed transaction to NiSource's $780 million acquisition of Bay State Gas Company last year. Bay State Gas, one of the largest natural gas utilities in New England, serves more than 300,000 customers in Massachusetts, New Hampshire and Maine. From the date NiSource filed for approval, state regulators from the three states approved the transaction in less than eight months. STATE FILED APPROVED Maine 3/20/98 6/12/98 New Hampshire 3/20/98 7/20/98 Massachusetts 3/20/98 11/05/98 As with the Bay State Gas acquisition, NiSource expects a transaction with Columbia would move through the regulatory process quickly because, among other things, there will be no changes at the operating level in the states Columbia currently serves. "This acquisition is not about employees losing their jobs or changing how Columbia has serviced their customers," said Neale. "It is about growing a natural gas distribution corridor between Chicago and New England and creating a super-regional energy powerhouse capable of earnings growth in excess of 12 percent per year." DOMINION/CNG In a second similar transaction, Dominion Resources Inc. remains on course to complete a $8.3 billion acquisition of Consolidated Natural Gas Co. by the end of 1999. The combination of Dominion, the parent of Virginia Power, and CNG would create the nation's fourth- largest combined natural gas and electric utility with four million retail customers in Virginia, North Carolina, Ohio and Pennsylvania. The Pennsylvania Public Utilities Commission approved the merger on June 24, 1999 (80 days from filing to approval). The Virginia State Corporation Commission is expected to issue a final order on November 17, 1999, and action in West Virginia and North Carolina is pending. --------------------------------------------------------- FOR MORE INFORMATION CALL DENNIS SENCHAK AT 219-647-6085 OR VISIT NISOURCE AT WWW.NISOURCE.COM FOR INFORMATION ABOUT TENDERING SHARES, CALL INNISFREE M&A AT 877-750-5837 --------------------------------------------------------- ONEOK/SOUTHWEST GAS In a third transaction, ONEOK Inc. is moving forward in its efforts to acquire Las Vegas-based Southwest Gas. Southwest Gas is Arizona's principal natural gas utility, serving approximately 650,000 customers. The Public Utilities Commission of Nevada unanimously approved the transaction on June 22, 1999 (approximately four months after filing for approval). The transaction still requires the approval from the Arizona Corporate Commission, California regulators and shareholders of both utilities. "Unless Columbia chooses to obstruct the process, we can complete the transaction within six to nine months, not up to 18 to 24 months," stated Neale. "It is our goal as a company to demonstrate how this transaction would benefit the consumer and foster a fair and competitive environment in the five states involved." "For Columbia shareholders, it is time to examine the facts and ask if their company is acting in the best interest of shareholder value. It is the time to stand up and send a message to Columbia management and its board of directors to negotiate a deal with NiSource that is the right price, at the right time, with the right company," Neale said. ---------------------------------------------------------------------- This newsletter 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 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 extension 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. --------------------------------------------------------------------- EX-11 3 EXHIBIT 11(a)(16) ----------------- FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION, CONTACT: INVESTORS: Dennis Senchak Rae Kozlowski Wendy Wilson NiSource Inc. NiSource Inc. Hill & Knowlton 219-647-6085 219-647-6083 312-255-3033 MEDIA: Maria Hibbs Larry Larsen NiSource Inc. Hill & Knowlton 219-647-6201 312-255-3084 WASSERSTEIN PERELLA JOINS TEAM OF NISOURCE ADVISORS Merrillville, Ind., July 14, 1999 NiSource Inc. (NYSE: NI) today announced that it has engaged Wasserstein Perella and Co., Inc., to provide advisory services on its tender offer for Columbia Energy Group. NiSource commenced a $68 cash tender offer for all outstanding shares of Columbia on June 25. Wasserstein Perella is a global investment and merchant banking firm that specializes in providing strategic advice in complex merger and acquisition situations. "Wasserstein brings additional firepower to our already strong team," said Gary Neale, NiSource Chairman, President and Chief Executive Officer. "Our tender offer is progressing well, and we think the experience of Bruce Wasserstein will help us expedite the process and move the transaction forward." NiSource Inc. is a holding company with a market capitalization of approximately $3.6 billion whose primary business is the distribution of electricity, natural gas and water in the Midwest and Northeast United States. The company also markets utility services and customer-focused resource solutions along a corridor stretching from Texas to Maine. This release 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 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 extension will be publicly announced no later than 9:00 a.m., New York City time, on the next business day. This release does not constitute a solicitation of proxies from Columbia Energy Group's stockholders. Any such solicitation will be made only be separate proxy materials in compliance with Section 14(a) of the Securities Exchange Act. # # # -----END PRIVACY-ENHANCED MESSAGE-----