-----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, FNDxFsjbI+DsJ6sc7S9yX9XBaSU0V99+5Uq6ePa+AEA+yA4iZ7HBgSUflHpSf3v8 BE1GKbxutu38MhKJzz6mdg== /in/edgar/work/20000913/0000895813-00-000373/0000895813-00-000373.txt : 20000922 0000895813-00-000373.hdr.sgml : 20000922 ACCESSION NUMBER: 0000895813-00-000373 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000911 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000913 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NISOURCE INC CENTRAL INDEX KEY: 0000823392 STANDARD INDUSTRIAL CLASSIFICATION: [4931 ] IRS NUMBER: 351719974 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09779 FILM NUMBER: 722167 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 8-K 1 0001.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) September 11, 2000 ------------------ NISOURCE INC. ---------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Indiana 1-9779 35-1719974 ---------------------------------------------------------------------- (State or Other (Commission File (IRS Employer Jurisdiction of Number) Identification No.) Incorporation) 801 E. 86th Avenue, Merrillville, Indiana 46410 ---------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (219) 853-5200 -------------- ---------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. As previously reported, on February 28, 2000, NiSource and Columbia Energy Group entered into a merger agreement pursuant to which NiSource agreed to acquire Columbia for approximately $6 billion, plus the assumption of approximately $2.5 billion of Columbia debt. Under the merger agreement, NiSource has formed a new holding company, currently named "New NiSource Inc." that will own Columbia and NiSource's operating subsidiaries upon completion of the merger. In connection with the merger, NiSource will be merged into the new holding company, which will change its name to "NiSource Inc." The merger and related transactions are described in the Joint Proxy Statement/Prospectus dated April 24, 2000, which was mailed to shareholders of both companies in connection with shareholder meetings held to vote on the merger agreement. The shareholders of both companies approved the merger agreement at meetings held in early June 2000. NiSource and Columbia have received all necessary approvals from state utility regulatory commissions and the Federal Energy Regulatory Commission, and the applicable waiting period under the federal antitrust laws has expired. The companies anticipate receiving the balance of the required regulatory approvals, including the approval of the Securities and Exchange Commission under the Public Utility Holding Company Act, in the near future. NiSource has accepted a commitment letter under which Credit Suisse First Boston Corporation and Barclays Bank PLC have agreed to provide up to $6.0 billion to finance the acquisition of Columbia. The commitment letter contemplates a revolving credit facility expiring in July 2001, with the right to convert loans outstanding at that time into term loans maturing 364 days thereafter. NiSource has hedged the interest rate risk associated with $1.6 billion of its anticipated refinancing of such debt. This commitment letter replaced a similar commitment letter that would have expired in February 2001. NiSource and Columbia have sold or are in the process of selling several non-core businesses. Columbia has sold its liquefied natural gas facility and retail energy marketing operations, and NiSource has entered into a definitive agreement for the sale of its salt cavern gas storage assets, which it expects will close later this month. Columbia is in the process of selling its petroleum and propane businesses and electric generation assets. These sales will strengthen the new holding company's balance sheet and permit it to focus on its core assets. In addition, NiSource understands that the SEC may require the new holding company to sell NiSource's water utilities after the merger as a condition to approving the acquisition. In the merger, each NiSource common share will be exchanged for one common share of the new holding company. Each Columbia share will be exchanged for $70.00 in cash plus $2.60 principal amount of a unit issued by the new holding company (consisting of a zero coupon debt security coupled with a forward equity contract) or, at the election of the Columbia shareholder, $74.00 of new holding company common stock, based on the average closing price of NiSource common shares for the 30 trading days immediately preceding the second trading day prior to completion of the merger, but not more than 4.4848 shares. Therefore, as long as the average price is $16.50 or greater, the aggregate market value of the shares received, measured on the same basis, will be $74.00 per Columbia common share. Stock elections will be subject to proration if they are made with respect to more than 30% of Columbia's outstanding shares and will not be given effect unless they are made with respect to at least 10% of Columbia's outstanding shares. NiSource and Columbia currently expect to complete the merger in late October 2000. Accordingly, on September 11, 2000, Chase Mellon Shareholder Services L.L.C., the exchange agent for the merger, began mailing stock election materials to Columbia shareholders. The right of a Columbia shareholder to make an election will expire at 5:00 p.m., New York City time, on the second business day before the effec- tive time of the merger. NiSource and Columbia have not yet determined the effective time and the election deadline. Once they have determined the effective time and the election deadline, they will announce those dates in a press release, on their websites at www.nisource.com and www.columbiaenergygroup.com and in a filing with the SEC. Shareholders may also obtain up-to-date information regarding the election deadline by calling the exchange agent at 1- 800-685-4258. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits. The following exhibit is filed herewith: 99.1 Press release dated September 12, 2000. SIGNATURE Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NISOURCE INC. (Registrant) Dated: September 13, 2000 By: /s/ Stephen P. Adik ------------------------------- Name: Stephen P. Adik Title: Senior Executive Vice President and Chief Financial Officer EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION -------------- ----------- 99.1 Press release dated September 12, 2000 EX-99 2 0002.txt EXHIBIT 99.1 ------------ [NISOURCE LOGO] [COLUMBIA ENERGY GROUP LOGO] NEWS RELEASE CONTACTS: Media ----- NiSource-Maria P. Hibbs (219) 647-6201 Columbia-R.A. Rankin, Jr. (703) 561-6044 Investor Relations ------------------ NiSource-Dennis Senchak (219) 647-6085 NiSource-Rae Kozlowski (219) 647-6083 Columbia-Thomas L. Hughes (703) 561-6001 NISOURCE/COLUMBIA ENERGY GROUP OFFER CEG SHAREHOLDERS ELECTION OF STOCK; MERGER TARGETED FOR COMPLETION IN LATE OCTOBER MERRILLVILLE, Ind., and HERNDON, Va. (September 12, 2000) -- NiSource Inc. and Columbia Energy Group today announced that Columbia shareholders are being asked to elect whether they want to receive stock of the New NiSource Inc. in exchange for their Columbia shares under the terms of the merger with NiSource. In a package mailed to Columbia shareholders, the companies said that Columbia shareholders wishing to receive New NiSource stock in the merger must submit their completed election forms and stock certificates in time to be received by the exchange agent, ChaseMellon Shareholder Services, L.L.C., no later than 5 p.m. Eastern Time on the second business day before the merger becomes effective. The companies said they currently anticipate that the effective time of the merger will occur in late October 2000, subject to meeting the conditions to closing. The companies said that when the effective date and the election deadline are known, they will be announced in a press release, on the NiSource and Columbia web sites and in a filing with the Securities and Exchange Commission. Under the terms of the merger agreement, Columbia shareholders can elect to receive New NiSource stock. Otherwise, they will receive of a combination of cash and New NiSource SAILS (Stock Appreciation Income Linked Securities) units consisting of a zero coupon debt security and a forward equity contract. Elections are subject to proration, if Columbia shareholders elect stock for more than 30 percent of the total outstanding Columbia common shares. The right to elect stock is conditioned on Columbia shareholders electing stock for at least 10 percent of the outstanding Columbia shares. Shareholders are asked to review the stock election materials for details, and to contact ChaseMellon Shareholder Services at 1-800-685- 4258 with additional questions. NiSource Inc. (NYSE: NI) is a holding company with headquarters in Merrillville, Ind., whose primary business is the distribution of electricity, natural gas and water in the Midwest and Northeastern United States. The company also markets utility services and customer- focused resource solutions along a corridor from Texas to Maine. More information about the company is available on the Internet at www.nisource.com. Columbia Energy Group (NYSE: CG), based in Herndon, Va., is one of the nation's leading energy services companies. Its operating companies engage in nearly all phases of the natural gas business, including exploration and production, transmission, storage and distribution, as well as propane and petroleum product sales and electric power generation. More information about Columbia is available on the Internet at www.columbiaenergygroup.com. This release contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are subject to various risks and uncertainties. The factors that could cause actual results to differ materially from the projections, forecasts, estimates and expectations discussed herein include factors that are beyond the companies' ability to control or estimate precisely, such as estimates of future market conditions, the behavior of other market participants and the actions of the federal and state regulators. Other factors include, but are not limited to, actions in the financial markets, weather conditions, economic conditions in the two companies' service territories, fluctuations in energy-related commodity prices, conversion activity, other marketing efforts and other uncertainties. These and other risk factors are detailed from time to time in the two companies' SEC reports. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. The companies do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of the document. In addition to other documents filed with the Securities and Exchange Commission by the two companies, NiSource and the new holding company have filed a registration statement, which contains a joint proxy statement/prospectus for NiSource and Columbia Energy. The final joint proxy statement/prospectus, dated April 24, 2000, is available and has been distributed to the companies' shareholders. Investors and security holders are urged to read the joint proxy statement/prospectus and any other relevant documents filed with the SEC because they contain important information. Investors and security holders may receive the joint proxy statement/prospectus and other documents free of charge at the SEC's Web site, www.sec.gov, from NiSource Investor Relations at 801 East 86th Avenue, Merrillville, Indiana 46410 or at its Web site, www.nisource.com, or from Columbia Investor Relations at 13880 Dulles Corner Lane, Herndon, Virginia 20171 or at its Web site, www.columbiaenergygroup.com. # # # -----END PRIVACY-ENHANCED MESSAGE-----