-----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, VhLlR6+GH4QAn78nN61qGX9tb6uOrhU2wjmDNpiJsOQWRtcpLrBVYQrOexm+O6yN wl1+OnzDpRDHTmBzS34hlA== 0000895813-99-000311.txt : 19990722 0000895813-99-000311.hdr.sgml : 19990722 ACCESSION NUMBER: 0000895813-99-000311 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990721 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: 99667947 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. 9) 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. 9 (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 21, 1999, Parent issued the form of letter from Gary L. Neale, Chairman, President and Chief Executive Officer of Parent, to directors of the Company, which is included herein as Exhibit (a)(19) 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 (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.* (a)(17) Press Release issued by Parent on July 19, 1999.* (a)(18) Press Release issued by Parent on July 20, 1999.* (a)(19) Form of letter dated July 21, 1999, from Gary L. Neale, Chairman, President and Chief Executive Officer of Parent, to directors of the Company. (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 21, 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(a)(17) Press Release issued by Parent on July 19, 1999.* 11(a)(18) Press Release issued by Parent on July 20, 1999.* 11(a)(19) Form of letter dated July 21, 1999, from Gary L. Neale, Chairman, President and Chief Executive Officer of Parent, to directors of the Company. 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)(19) ----------------- [Form of letter dated July 21, 1999 from Gary L. Neale, Chairman, President and Chief Executive Officer of Parent, to directors of the Company] [Letterhead of Gary L. Neale, Chairman, President and Chief Executive Officer of Parent] July 21, 1999 Dear : Last Thursday, Columbia held a conference call to review the company's second quarter results. In the event that you were unable to listen, I have enclosed a tape and transcript of the call. I would strongly encourage you to listen to the question and answer session beginning with Jonathan Zang of Fidelity Management. On the call, your investors were clear in their disapproval of your management's refusal to discuss our proposal in greater depth. As Fidelity Management and Research put it, "Insofar as NiSource is actually on the record as having said they will increase their offer if you are willing to meet with them, what reason is there for not meeting just to see how much higher they will raise their offer?" Columbia's characterization of the financing for our offer and the risk to your shareholders was totally false and inaccurate. As a result, we issued the attached press release asking Rick Richard to correct publicly the false statements that he and your CFO made on the conference call. Columbia's investors are not concerned with any hypothetical risk regarding the permanent financing of this transaction. As the shareholder representative of Dreman Value Management said, "If I'm going to get cash in my pocket, the risk after the fact, after I have received the cash, is irrelevant to me." Finally, I want to reiterate that we are fully committed to this transaction. Columbia's desire to simply ignore us only strengthens our resolve and further aggravates your shareholders. We believe that there is a better way than continuing to increase the public rhetoric between us. We would very much appreciate the opportunity to sit down with you to see if there is a mutually acceptable basis for price and terms on which to combine the two companies. Sincerely, -------------------------------------------------------------------- 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 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. ------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----