-----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, TdxvZo/080JQxxHJAtqqwd5jLMvaE52r2xz+3s0f8UJCNStY6HckBm9JVIkOlcwQ suFlGsKrMJjGxwX0AvWotA== 0000895813-99-000429.txt : 19991210 0000895813-99-000429.hdr.sgml : 19991210 ACCESSION NUMBER: 0000895813-99-000429 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991209 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: 99771727 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. 34) 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. 34 (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 an amended purchase price of $74 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"), as amended and supplemented by the Supplement thereto, dated October 18, 1999, 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), (a)(38) and (a)(39), respectively. Item 10. Additional Information. On December 9, 1999, the Public Utilities Commission of Ohio issued an order pursuant to Section 4905.403 of the Ohio Revised Code resetting the public hearing with respect to Parent's tender offer for the Company. The full text of the order is set forth as Exhibit 11(a)(53) and is 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.* 3 (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.* (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.* 4 (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.* (a)(35) Materials made available by Parent at a meeting among officials of Parent, officials of the Kentucky Public Service Commission and members of the public on October 5, 1999.* (a)(36) Letter dated October 5, 1999, from Gary L. Neale, Chairman, President and Chief Executive Officer of Parent, to shareholders of the Company.* (a)(37) Letter dated October 18, 1999, from Gary L. Neale, Chairman, President and Chief Executive Officer of Parent, to shareholders of the Company.* (a)(38) Supplement to the Offer to Purchase, dated October 18, 1999.* (a)(39) Letter of Transmittal.* (a)(40) Letter dated October 18, 1999, to be sent by brokers, dealers, commercial banks, trust companies and other nominees to their clients.* (a)(42) Notice of Guaranteed Delivery.* (a)(43) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(44) Press Release issued by Parent on October 17, 1999.* (a)(45) Letter dated October 18, 1999, from Credit Suisse First Boston and Barclays Bank, PLC, to the directors of the Company.* 5 (a)(46) Materials made available by Parent to analysts at a meeting among officers and representatives of Parent and analysts on October 18, 1999.* (a)(47) Text of advertisement appearing in various newspapers beginning on October 19, 1999, issued by Parent on October 19, 1999.* (a)(48) Press Release issued by Parent on October 19, 1999.* (a)(49) Testimony of Parent before the Ohio House Public Utilities Committee delivered on October 19, 1999.* (a)(50) Letter dated October 19, 1999, from directors of Parent to the directors of the Company.* (a)(51) Press Release issued by Parent on November 11, 1999.* (a)(52) Order dated November 19, 1999 of the Public Utilities Commission of Ohio.* (a)(53) Order dated December 9, 1999 of the Public Utilities Commission of Ohio. (b)(1) Commitment Letter dated June 23, 1999 to Parent from Credit Suisse First Boston and Barclays Bank PLC.* (b)(2) Amended and Restated Commitment Letter dated October 15, 1999 to Parent from Credit Suisse First Boston and Barclays Bank PLC.* (c)(1) Confidentiality Agreement dated November 19, 1999 between Parent and the Company.* (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 6 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 7 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: December 9, 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(a)(35) Materials made available by Parent at a meeting among officials of Parent, officials of the Kentucky Public Service Commission and members of the public on October 5, 1999.* 11(a)(36) Letter dated October 5, 1999, from Gary L. Neale, Chairman, President and Chief Executive Officer of Parent, to shareholders of the Company.* 11(a)(37) Letter dated October 18, 1999, from Gary L. Neale, Chairman, President and Chief Executive Officer of Parent, to shareholders of the Company.* 11(a)(38) Supplement to the Offer to Purchase, dated October 18, 1999.* 11(a)(39) Letter of Transmittal.* 11(a)(40) Letter dated October 18, 1999, to be sent by brokers, dealers, commercial banks, trust companies and other nominees to their clients.* 11(a)(42) Notice of Guaranteed Delivery.* 11(a)(43) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* 11(a)(44) Press Release issued by Parent on October 17, 1999.* 11(a)(45) Letter dated October 18, 1999, from Credit Suisse First Boston and Barclays Bank, PLC, to the directors of the Company.* 11(a)(46) Materials made available by Parent to analysts at a meeting among officers and representatives of Parent and analysts on October 18, 1999.* 11(a)(47) Text of advertisement appearing in various newspapers beginning on October 19, 1999, issued by Parent on October 19, 1999.* 11(a)(48) Press Release issued by Parent on October 19, 1999.* 11(a)(49) Testimony of Parent before the Ohio House Public Utilities Committee delivered on October 19, 1999.* 11(a)(50) Letter dated October 19, 1999, from directors of Parent to the directors of the Company.* 11(a)(51) Press Release issued by Parent on November 11, 1999.* 11(a)(52) Order dated November 19, 1999 of the Public Utilities Commission of Ohio.* 11(a)(53) Order dated December 9, 1999 of the Public Utilities Commission of Ohio. 11(b)(1) Commitment Letter dated June 23, 1999 to Parent from Credit Suisse First Boston and Barclays Bank PLC.* 11(b)(2) Amended and Restated Commitment Letter dated October 15, 1999 to Parent from Credit Suisse First Boston and Barclays Bank PLC.* 11(c)(1) Confidentiality Agreement dated November 19, 1999 between Parent and the Company.* 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 EXHIBIT 11(a)(53) BEFORE THE PUBLIC UTILITIES OF OHIO COMMISSION In the Matter of the Notice of a Control Bid ) for Columbia Energy Group by NiSource, Inc. ) Case No. 93-1492-GA-UNC and CEG Acquisition Corp. ) ENTRY The attorney examiner finds: (1) On November 11, 1999, Substitute House Bill 452 was signed by the Governor and went into immediate effect by means of an emergency measure. This enactment of Section 4905.403, Revised Code establishes a mechanism for Commission re view of a control bid for a natural gas company that is a public utility under Section 4905.02, Revised Code, or a holding company controlling such a company. (2) Section 4905.403(B), Revised Codes requires that an offeror, as defined in (A)(4), that makes a control bid for a natural gas company or a holding company controlling such a company must file said control bid with the Commission. (3) Section 4905.403(C), Revised Code, sets the filing date of the control bid with the Commission to be the time of the making of the control bid or, where the control bid was initiated prior to the effective date of this section, the filing should be made no later than five days after the effective date Sub. H.B. 452. (4) On June 7,1999, NiSource, Inc. and CEG Acquisition Corp. (Offerors) made a control bid for Columbia Energy Group, the holding company of Columbia Gas of Ohio, Inc. (Columbia). Columbia is a natural gas company and a public utility as defined by Section 4905.02, Revised Code. (5) On November 16, 1999, Offerors filed notice of their control bid with the Commission. (6) Section 4905.403(B), Revised Code, further requires that the Commission, within three days of the filing of the control bid, schedule a public hearing. The exclusive purpose of the hearing is whether acceptance of the control bid will promote public convenience and ensure that adequate gas service is provided at reasonable rates. This section further requires the Commission to issue a report of its findings no later than 20 days after the date of filing or a later date agreed to by the offeror and the natural gas company. (7) By letters filed on November 17, 1999 by Columbia and on November 18, 1999 by the Offerors the parties stated their agreement to extend the deadline for the report until January 5, 2000. (8) Therefore, a public hearing on this matter was scheduled for December 21, 1999, prefiled testimony by the Offerors was due on December 15, 1999 and the testimony of any other party was due on December 17, 1999. (9) By letters filed on December 7,1999 by Columbia and on December 8,1999 by the Offerors, the parties stated their agreement to extend the deadline for the report until February 7, 2000. (10) Therefore, a public hearing on this matter should be held at 10:00 a.m. on Tuesday, January 25, 2000 at the offices of the Commission, 180 E. Broad Street, Columbus, Ohio. The Offerors should prefile testimony by noon on January 19, 2000, in regard to the issues of whether acceptance of the control bid will promote public convenience and result in the provision of adequate gas service at a reasonable rate. Any other party should prefile its testimony by noon on January 21, 2000. (11) The Commission has further considered the caption of this case and has determined that the designation MER for merger, may not be appropriate and has changed the designation to UNC. It is, therefore, ORDERED, That a hearing be conducted on this matter as set forth in Finding 10. It is, further, ORDERED, That a copy of this entry be served upon NiSource, Inc., CEG Acquisition Corp., Columbia Energy Group; Columbia Gas of Ohio, and all parties of record. THE PUBLIC UTILITIES COMMISSION OF OHIO By: /s/ Steven D. Lesser ----------------------------------- Steven D. Lesser Attorney Examiner -----END PRIVACY-ENHANCED MESSAGE-----