-----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, IgDwBDsTt4R82s5y9S2AcnPtcge+fbcq3uKm84bh5g++/RwYook5ZZriXt89kIlx 1+0P15HqzzKHi610S5lzSQ== 0000895813-99-000331.txt : 19990816 0000895813-99-000331.hdr.sgml : 19990816 ACCESSION NUMBER: 0000895813-99-000331 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990813 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: 99689665 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. 15) 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. 15 (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. Item 10. Additional Information. On August 13, 1999, Parent issued i) the "NiSource/Columbia Straight Talk" communication to shareholders of the Company, ii) the form of letter from Gary L. Neale, Chairman, President and Chief Executive Officer fo Parent, to directors of the Company, and iii) the form of letter from Gary L. Neale, Chairman, President and Chief Executive Officer of Parent, to Oliver G. Richard III, Chairman, President and Chief Executive Officer of the Company, which is included herein as Exhibit (a)(25), (a)(26) and (a)(27), 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.* (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.* (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.* (a)(20) Form of letter dated July 26, 1999, from Gary L. Neale, Chairman, President and Chief Executive Officer of Parent, to stockholders of the Company.* (a)(21) "NiSource/Columbia StraightTalk" communication to stockholders of the Company issued by Parent on July 26, 1999.* (a)(22) Information published by Parent on July 30, 1999, available via the Internet at http://www.yes2nisource.com.* (a)(23) Press Release issued by Parent on July 30, 1999.* (a)(24) Press Release issued by Parent on August 9, 1999.* (a)(25) "NiSource/Columbia StraightTalk" communication to stockholders of the Company issued by Parent on August 13, 1999. (a)(26) Form of letter dated August 13, 1999, from Gary L. Neale, Chairman, President and Chief Executive Officer of Parent, to directors of the Company. (a)(27) Form of letter dated August 13, 1999, from Gary L. Neale, Chairman, President and Chief Executive Officer of Parent, to Oliver G. Richard III, Chairman, President and Chief Executive Officer 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.* (g)(4) Complaint in NiSource Inc., NiSource Capital Markets Inc. and CEG Acquisition Corp. vs. Columbia Energy Group et al., Delaware Chancery Court, New Castle County.* _______________ *Previously filed. 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: August 13, 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(a)(20) Form of letter dated July 26, 1999, from Gary L. Neale, Chairman, President and Chief Executive Officer of Parent, to stockholders of the Company.* 11(a)(21) "NiSource/Columbia StraightTalk" communication to stockholders of the Company issued by Parent on July 26, 1999.* 11(a)(22) Information published by Parent on July 30, 1999, available via the Internet at http://www.yes2nisource.com.* 11(a)(23) Press Release issued by Parent on July 30, 1999.* 11(a)(24) Press Release issued by Parent on August 9, 1999.* 11(a)(25) "NiSource/Columbia StraightTalk" communication to stockholders of the Company issued by Parent on August 13, 1999. 11(a)(26) Form of letter dated August 13, 1999, from Gary L. Neale, Chairman, President and Chief Executive Officer of Parent, to directors of the Company. 11(a)(27) Form of letter dated August 13, 1999, from Gary L. Neale, Chairman, President and Chief Executive Officer of Parent, to Oliver G. Richard III, Chairman, President and Chief Executive Officer 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.* 11(g)(4) Complaint in NiSource Inc., NiSource Capital Markets Inc. and CEG Acquisition Corp. vs. Columbia Energy Group et al., Delaware Chancery Court, New Castle County.* _________________ *Previously filed. EX-11 2 NISOURCE/COLUMBIA STRAIGHTTALK AUGUST 13, 1999 DEAR COLUMBIA SHAREHOLDER: Monday's announcement that more than 60 percent of Columbia shares were tendered is a strong signal to Columbia's board that their owners want them to discuss our offer. Coming on the heels of Columbia's announcement of their strategic plan and enlarged buyback program, we think the tender result is nothing less than investors' rejection of Columbia's efforts to build shareholder value. Columbia has dismissed the tender results as not "particularly significant." We disagree, and thank you for your support. In this edition of STRAIGHT TALK, we present additional information regarding the tender results. We also report on a significant development on the litigation front and invite you to visit our new Web site devoted to the transaction. Our goal continues to be to negotiate a friendly transaction with Columbia's directors that will provide superior value to both companies' shareholders. We are fully committed to seeing this process through to a successful completion and are willing to increase our offer price if Columbia listens to its owners. As many of you know, we have extended our tender offer to midnight EST on October 15, 1999. If you have not already done so, please tender your shares now to reinforce your message that you want Columbia to deal seriously with our proposal. For information on how to tender your shares, please contact our information agent, Innisfree M&A, at 877-750-5837. Sincerely, Gary Neale Chairman, President, and Chief Executive Officer NiSource Inc. [Graphic of Map] COLUMBIA INVESTORS SPEAK: TENDER MORE THAN 60 PERCENT OF SHARES Columbia investors tendered 49,638,497 shares, representing more than 60 percent of Columbia's common shares outstanding, to NiSource's offer, which was scheduled to expire on August 6. Given the strong response from Columbia investors, NiSource extended its $68 per share cash tender offer to midnight EST on October 15, 1999. The tender was Columbia shareholders' first opportunity to express their desires directly to the Columbia Board. They want the board to fulfill its fiduciary obligations and negotiate NiSource's offer. As Nelson Woodard of Dreman Value Management told the INDIANAPOLIS STAR, "Our complaint is the company belongs to shareholders. For the (Columbia) chairman to continue to say (NiSource's bid) is a non-event speaks volumes that they think the company belongs to them. That bothers us." David Burks of Hilliard Lyons was also quoted in the article. "I would think, with that kind of percentage, it's not something (Columbia) can ignore," he said. NISOURCE TO BEGIN DISCOVERY IN COLUMBIA BUYBACK LAWSUIT NiSource's efforts in Delaware Chancery Court moved forward last week when the Court granted expedited discovery in NiSource's complaint to stop Columbia Energy Group from carrying out its enlarged share buyback program. NiSource will begin discovery--the exchange of documents and deposition of witnesses--promptly in anticipation of a September 21 court hearing. The deposition process will enable NiSource to question Columbia's management and Board members in depth regarding the motives behind their actions. In its complaint, filed on July 24, NiSource asserted that Columbia's expanded share repurchase plan works to the detriment of Columbia shareholders and is an illegal defensive measure to hinder NiSource's tender offer. According to Delaware law, unless NiSource acquires 85 percent of Columbia's outstanding shares, it is considerably more difficult to overcome Columbia board opposition to its acquisition attempt. Because Columbia's buyback has the potential to retire up to 8.25 percent of Columbia's common shares, it unlawfully threatens NiSource's efforts. Meanwhile, progress continues on NiSource's earlier Chancery court action, filed on June 24 and asking the Court to require Columbia Energy to reconvene its 1999 annual meeting to permit stockholders to elect Columbia's fifth Class III director. The case is in the discovery phase, and a hearing is expected in September. NISOURCE LAUNCHES NEW "YES2NISOURCE" WEB SITE NiSource launched a dedicated "Yes2NiSource" web site to provide a central source of timely and accurate information regarding its tender offer for Columbia Energy. The site is located at http://www.yes2nisource.com. NiSource intends the site to be a "one stop shop" for facts needed to make an informed judgment about its bid. Useful for both institutional and individual investors, the site's content includes: - "Compare NI-CG" - a digest of pertinent financial information, including a link to NiSource's financial community presentation about the offer; - "About the tender offer" - a description of and reasons for NiSource's bid; - "FAQ's" - answers to frequently asked questions about the combination of the two companies; - "Press releases" and "media tools" - access to NiSource press releases since the June 7 public disclosure of the company's offer; a NiSource fact sheet; picture of Chairman, President, and CEO, Gary Neale; the NiSource logo and video highlights of the company's 1999 Annual Meeting of Shareholders. The company's general Web site, http://www.nisource.com, contains detailed information on NiSource, its subsidiaries, community involvement, economic development, environmental initiatives, employment and other topics. ------------------------------------------------------------ FOR MORE INFORMATION CALL DENNIS SENCHAK AT 219-647-6085 OR VISIT WWW.YES2NISOURCE.COM OR WWW.NISOURCE.COM FOR INFORMATION ABOUT TENDERING SHARES, CALL INNISFREE M&A AT 877-750-5837 ---------------------------------------------------------- ------------------------------------------------------------------ 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, as amended, 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 October 15, 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 newsletter 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)26 [Form of letter dated August 13, 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] August 13, 1999 Dear For your information, I am enclosing a copy of a letter that I sent today to Rick as well as the latest edition of STRAIGHTTALK which is being sent regularly to Columbia's shareholders. In my letter to Rick I have asked once again for the opportunity to sit down in a dispassionate and constructive forum. Sixty percent of the Columbia Shareholders already believe that we should be doing this. I would welcome any makeup of this forum, be it Board members, management or any combination of same. Let me reiterate, NiSource is fully committed to this acquisition. We would like to do it sooner, but we are in it for the long haul through proxy fights if necessary. Sincerely, EX-11 4 EXHIBIT 11(a)27 --------------- [Form of letter dated August 13, 1999, from Gary L. Neale, Chairman, President and Chief Executive Officer of Parent, to Oliver G. Richard III, Chairman, President and Chief Executive Officer of the Company] [Letterhead of Gary L. Neale, Chairman, President and Chief Executive Officer of Parent] August 13, 1999 Mr. Oliver G. Richard III Chairman, President and Chief Executive Officer Columbia Energy Group 13880 Dulles Corner Lane, Suite 400 Herndon, VA 20171-4600 Dear Rick: I tried to call you yesterday to discuss our offer and some thoughts on how to bring this to a negotiation stage. As you know, on Monday we announced that over 60% of Columbia's stock has been tendered into our tender offer, which was scheduled to expire last Friday, August 6. Given this outstanding response, we have extended our tender offer on the same terms until October 15,1999, with the expectation of building on that level of success. The message from Columbia's shareholders is clear and unequivocal. They want our two companies to begin negotiations on a business combination. We have the necessary financing in place, and all of us at NiSource are fully committed to completing this transaction. Our goal continues to be to negotiate a friendly merger. I want to reiterate that we are flexible on issues that may be of concern to you or your Board, such as price, Board composition, management and employees. We again extend to you an invitation to meet with us in a dispassionate and constructive forum, the composition of which can be your choice. Let's try to bring this forum together and create shareholder value for both companies. Sincerely, -----END PRIVACY-ENHANCED MESSAGE-----