-----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, I011Ft7OL91seyYcJ9hNZKOxQaiGcbqU6NCC4LSmzVKoptijHMn8Q/RuNwKJsucA InGLGfdMoUeImUpTKBVPXA== 0000895813-99-000280.txt : 19990629 0000895813-99-000280.hdr.sgml : 19990629 ACCESSION NUMBER: 0000895813-99-000280 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990628 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: 99654013 BUSINESS ADDRESS: STREET 1: 13880 DULLES CORNER LANE CITY: HENDERON STATE: VA ZIP: 20191-4600 BUSINESS PHONE: 7035616000 MAIL ADDRESS: STREET 1: 13880 DULLES CORNER LANE 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. 1) 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. 1 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule 14D-1 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 June 28, 1999, Parent issued i) the form of letter from Gary L. Neale, Chairman, President and Chief Executive Officer of Parent, to investors of the Company, and ii) a press release relating to litigation matters, which are included herein as Exhibits (a)(9) and (a)(10), 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. (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.* -------- *Previously filed. 3 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/ Stephen P. Adik -------------------------------- Name: Stephen P. Adik Title: Vice President NISOURCE INC. By: /s/ Stephen P. Adik -------------------------------- Name: Stephen P. Adik Title: Chief Financial Officer Dated: June 28, 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, 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(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.* -------- *Previously filed. EX-11 2 EXHIBIT (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] Letterhead of Gary L. Neale, Chairman, President and Chief Executive Officer of Parent] June 28, 1999 Dear : As you know, this week, NiSource announced its tender* for Columbia Energy Group. We did this to help provide you with a public opportunity to express your opinion to the Columbia Board. Tendering immediately is a no-cost, no-risk, fully reversible, way to tell the Columbia Board to sit down and negotiate. We are willing to increase our price if Columbia cooperates by quickly negotiating a definitive merger agreement. The faster we can get to a merger agreement, the sooner the shareholders will get their money. A Columbia/NiSource merger is a win for the shareholders of both companies. To get the job done, though, I need your help! Send in your tender quickly -- and you will help send a message to the Columbia Board that can't be ignored. Please call me with any questions or concerns. In addition, our information agent, Innisfree M&A, will be available to help you tender your shares. They can be reached at (877) 750-5837. Thank you for your help and support. Sincerely, *CEG Acquisition Corp. and NiSource Inc. have commenced a Tender Offer to purchase all outstanding shares of common stock, $.01 par value per share, of Columbia Energy Group at a price of $68 per share, net to the seller in cash, without interest thereon, upon and subject to the conditions set forth in the Offer to Purchase, dated June 25, 1999, and the related Letter of Transmittal. The currently scheduled expiration date is 12:00 midnight, New York City time, on August 6, 1999. CEG Acquisition Corp. may extend the offer by giving written notice of extension to the depositary, which, as described in the Offer to Purchase, will be publicly announced no later than 9:00 a.m., New York City time, on the next business day. EX-11 3 EXHIBIT (a)(10) --------------- For Immediate Release For Further Information, Contact: INVESTORS: Dennis Senchak Rae Kozlowski Wendy Wilson NiSource Inc. NiSource Inc. Hill & Knowlton 219-647-6085 219-647-6083 312-255-3033 MEDIA: Maria Hibbs Larry Larsen NiSource Inc. Hill & Knowlton 219-647-6201 312-255-3084 DELAWARE CHANCERY COURT ORDERS AN ACCELERATED SCHEDULE IN NISOURCE LAWSUIT Merrillville, Ind., June 28, 1999 - NiSource Inc. (NYSE: NI) today announced that the Chancery Court of Delaware has ordered that a case seeking to compel Columbia Energy Group to reopen its 1999 annual meeting is "to proceed on a more accelerated schedule" than the court's rules otherwise provide. The Court directed Columbia to file an answer to the complaint in the next two weeks. Thereafter, the Court directed that discovery proceed over the next 30 days. At the close of discovery, the Court ordered that briefs be filed on an expedited schedule where opening briefs are due 14 days after the close of discovery, answering briefs are due 14 days thereafter, and, finally, reply briefs are due seven days from that point. Oral arguments on this matter will be scheduled shortly thereafter. In a lawsuit filed on June 24, NiSource is seeking relief to require Columbia Energy to reconvene its 1999 annual meeting of stockholders for the purpose of electing one more director in conformance with Columbia s certificate of incorporation and by-laws. Only four directors were elected at the meeting, even though five directors were required to be elected to maintain the minimum number of directors dictated by the certificate and by-laws. NiSource Inc. is a holding company with a market capitalization of approximately $3.6 billion whose primary business is the distribution of electricity, natural gas and water in the Midwest and Northeast United States. The company also markets utility services and customer-focused resource solutions along a corridor stretching from Texas to Maine. NiSource Inc. and CEG Acquisition Corp. have commenced a Tender Offer to purchase all outstanding shares of common stock of Columbia Energy Group at a price of $68 per share in cash. The Tender Offer is subject to the terms and conditions set forth in the Offer to Purchase, dated June 25, 1999, and the related Letter of Transmittal, as each may be amended from time to time. The currently scheduled expiration date is August 6, 1999. The Tender Offer may be extended, and any extension will be publicly announced no later than 9:00 a.m., New York City time, on the next business day. -----END PRIVACY-ENHANCED MESSAGE-----