-----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, S7nWWPbOuEcKsAEDoCt0mdl2iw79tzPG9/VvkNzW3pyVWDicM+4CbNJiiViz+4ud ADraMlVz+jr1GA1xTgIWSQ== 0000895813-99-000368.txt : 19991018 0000895813-99-000368.hdr.sgml : 19991018 ACCESSION NUMBER: 0000895813-99-000368 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991001 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: 99721931 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. 22) 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. 22 (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 October 1, 1999, Parent first issued the "Energy News - Oct. 1999" communications to customers of Northern Indiana Public Service Company, which are included herein as Exhibit (a)(34) 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. 3 (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. 4 (a)(28) Form of letter dated August 26, 1999, from Gary L. Neale, Chairman, President and Chief Executive Officer of Parent, to stockholders of the Company. (a)(29) Opinion/editorial articles by Gary L. Neale, Chairman, President and Chief Executive Officer of Parent, submitted to various newspapers on September 9, 1999. (a)(30) Opinion/editorial articles by Gary L. Neale, Chairman, President and Chief Executive Officer of Parent, submitted to various newspapers on September 10, 1999. (a)(31) Opinion/editorial article by Gary L. Neale, Chairman, President and Chief Executive Officer of Parent, submitted to The Appalachian News-Express on September 13, 1999. (a)(32) Opinion/editorial article by Gary L. Neale, Chairman, President and Chief Executive Officer of Parent, submitted to The Winchester Sun on September 14, 1999. (a)(33) Form of Letter dated September 23, 1999, from Gary L. Neale, Chairman, President and Chief Executive Officer of Parent, to officers, directors and managers of Parent. (a)(34) "Energy News - Oct. 1999" communication to customers of Northern Indiana Public Service Company first issued by Parent on October 1, 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. 5 (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. _______________ *Filed herewith. 6 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: October 1, 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(a)(28) Form of letter dated August 26, 1999, from Gary L. Neale, Chairman, President and Chief Executive Officer of Parent, to stockholders of the Company. 11(a)(29) Opinion/editorial articles by Gary L. Neale, Chairman, President and Chief Executive Officer of Parent, submitted to various newspapers on September 9, 1999. 11(a)(30) Opinion/editorial articles by Gary L. Neale, Chairman, President and Chief Executive Officer of Parent, submitted to various newspapers on September 10, 1999. 11(a)(31) Opinion/editorial article by Gary L. Neale, Chairman, President and Chief Executive Officer of Parent, submitted to The Appalachian News-Express on September 13, 1999. 11(a)(32) Opinion/editorial article by Gary L. Neale, Chairman, President and Chief Executive Officer of Parent, submitted to The Winchester Sun on September 14, 1999. 11(a)(33) Form of Letter dated September 23, 1999, from Gary L. Neale, Chairman, President and Chief Executive Officer of Parent, to officers, directors and managers of Parent. 11(a)(34) "Energy News - Oct. 1999" communication to customers of Northern Indiana Public Service Company first issued by Parent on October 1, 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. 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. _________________ *Filed herewith. EX-11 2 EXHIBIT 11(a)(34) [For distribution to residential customers] ENERGY NEWS OCT. 1999 [Graphic - NIPSCO Logo] [Graphic - Photos of Consumers making choices] YOU THINK LONG AND HARD ABOUT MANY CHOICES . . . [Graphic - Photos of Consumers making choices] What kind of car will you buy, which stock investments are right for your needs, which fabrics and paints will be best for your decorating needs . . . this list goes on and on. THE QUESTION IS, ARE YOU SPENDING ENOUGH TIME THINKING ABOUT YOUR NATURAL GAS SUPPLIER? [Graphic - Photos of Consumers making choices] NIPSCO is offering you the opportunity to choose who supplies your natural gas through a program called NIPSCO Choice. NIPSCO Choice makes it possible for you to compare prices, billing options and additional services to determine which natural gas supplier is right for you. With cooler weather quickly approaching your usage of natural gas will most likely increase. This is the perfect time to compare your options to ensure you are making the most of the opportunity NIPSCO Choice provides. You think long and hard about which computer and appliances you will buy. Now you can give the same consideration to the choices available for natural gas supply, while taking comfort in knowing that NIPSCO will continue to deliver the natural gas to your home, provide 24- hour customer service and quick response to all gas emergencies. The benefit of choice with the dependable service you've come to know and trust . . . that's opportunity. [NIPSCO Choice Logo] Participating in NIPSCO Choice is easy. Simply contact the qualified suppliers to receive information about services and pricing options. If you would like to compare what you currently pay NIPSCO to what a supplier will charge, refer to your new NIPSCO bill for gas supply charge information. [Graphic - Photos of Consumers making choices] SPECIAL NOTE: BEGINNING IN OCTOBER, NIPSCO CUSTOMERS WILL BE RECEIVING AN UPDATED MONTHLY STATEMENT. SEE THE ENCLOSED INSERT FOR MORE INFORMATION. ADDITIONAL INFORMATION [Graphic of NIPSCO Web Site] Please visit our Web site at www.nipsco.com. Here you will find links to all the qualified suppliers as well as the most updated information on this exciting opportunity. To learn more about NiSource's offer to acquire Columbia Energy Group visit our special Web site at www.yes2nisource.com. Call us at 1-800-1-NIPSCO to speak with a NIPSCO customer service representative or contact the Indiana Office of Utility Consumer Counselor (OUCC) at 1-888-441-2495 with questions. The OUCC represents the interests of Indiana consumers in matters related to utility services. TAKE TIME TO CONSIDER ALL OF YOUR NATURAL GAS OPTIONS... CONSIDER NIPSCO CHOICE TODAY! ___________________ YOU'VE GOT OUR NUMBER 24-hour customer service 1-800-4-NIPSCO (1-800-454-7726) Gas leak emergencies 1-800-634-3524 TTY/TDD (hearing impaired) 1-800-635-0952 Energy theft 1-800-548-3401 All calls are confidential Call before you dig 1-800-382-8544 Our Mailing Address NIPSCO 801 E. 86TH AVENUE MERRILLVILLE, IN 46410 http://www.nipsco.com REMEMBER . . . STAYING WITH NIPSCO IS ALSO A CHOICE. IF YOU DECIDE NOT TO SWITCH, YOU DON'T NEED TO DO ANYTHING. [For distribution to small business customers] ENERGY NEWS OCT. 1999 [Graphic - NIPSCO Logo] [Graphic - Photos of Small Business Owners] YOU THINK LONG AND HARD ABOUT MANY CHOICES YOU MAKE FOR YOUR BUSINESS... [Graphic - Photos of Small Business Owners] What suppliers will you use, how many new supplies should you order, what can you do to improve your bottom line . . . [Graphic - Photos of Small Business Owners] THE QUESTION IS, ARE YOU SPENDING ENOUGH TIME THINKING ABOUT YOUR NATURAL GAS SUPPLIER? NIPSCO is offering you the opportunity to choose who supplies the natural gas to your business through a program called NIPSCO Choice. NIPSCO Choice makes it possible for you to compare prices, billing options and additional services to determine which natural gas supplier is right for you. What better time than now to compare and perhaps save on the expenses of your business? This is the perfect time to compare your options to ensure you are making the most of the opportunity NIPSCO Choice provides. You think long and hard about who will supply many of other needs of your business. Now you can give the same consideration to the choices available for natural gas supply, while taking comfort in knowing that NIPSCO will continue to deliver the natural gas to your business, provide 24-hour customer service and quick response to all gas emergencies. The benefit of choice with the dependable service you've come to know and trust . . . that's opportunity. [NIPSCO Choice Logo] Participating in NIPSCO Choice is easy. Simply contact the qualified suppliers to receive information about the services and pricing options. If you would like to compare what you currently pay NIPSCO to what a supplier will charge, refer to your new NIPSCO bill for gas supply charge information. [Graphic - Photos of Small Business Owners] SPECIAL NOTE: BEGINNING IN OCTOBER, NIPSCO CUSTOMERS WILL BE RECEIVING AN UPDATED MONTHLY STATEMENT. SEE THE ENCLOSED INSERT FOR MORE INFORMATION. ADDITIONAL INFORMATION [Graphic of NIPSCO web site] Please visit our Web site at www.nipsco.com. Here you will find links to all the qualified suppliers as well as the most updated information on this exciting opportunity. To learn more about NiSource's offer to acquire Columbia Energy Group visit our special Web site at www.yes2nisource.com. Call us at 1-800-1-NIPSCO to speak with a NIPSCO customer service representative or contact the Indiana Office of Utility Consumer Counselor (OUCC) at 1-888-441-2495 with questions. The OUCC represents the interests of Indiana consumers in matters related to utility services. TAKE TIME TO CONSIDER ALL OF YOUR NATURAL GAS OPTIONS... CONSIDER NIPSCO CHOICE TODAY! ___________________ YOU'VE GOT OUR NUMBER 24-hour customer service 1-800-4-NIPSCO (1-800-454-7726) Gas leak emergencies 1-800-634-3524 TTY/TDD (hearing impaired) 1-800-635-0952 Energy theft 1-800-548-3401 All calls are confidential Call before you dig 1-800-382-8544 Our Mailing Address NIPSCO 801 E. 86TH AVENUE MERRILLVILLE, IN 46410 http://www.nipsco.com REMEMBER . . . STAYING WITH NIPSCO IS ALSO A CHOICE. IF YOU DECIDE NOT TO SWITCH, YOU DON'T NEED TO DO ANYTHING. -----END PRIVACY-ENHANCED MESSAGE-----