-----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, Anz4dgAoQi1v6/TMOeillJoThp/+7Hl3XoAKVzr9hDzi9pWdglfUYbh5G1K+W81l 5PXrGV19MtTGFStjQS/YjQ== 0000895813-99-000295.txt : 19990707 0000895813-99-000295.hdr.sgml : 19990707 ACCESSION NUMBER: 0000895813-99-000295 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990706 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: 99659597 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. 3) 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 =================================================== 1 This Amendment No. 3 (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 July 6, 1999, Parent issued a press release relating to the Company's rejection of the Offer on the same date, which is included herein as Exhibit (a)(13) 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. (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.* 3 (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. 4 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: July 6, 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(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 11(a)(13) ----------------- 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 NISOURCE TO PURSUE ITS TENDER OFFER FOR COLUMBIA ENERGY Merrillville, Ind., July 6, 1999 NiSource Inc. (NYSE: NI) today said that it will "vigorously pursue" its $68 cash tender offer for Columbia Energy Group "We have read with interest Columbia's response to our tender offer. Not only are many of the statements in Mr. Richard's letter untrue, they are irrelevant to Columbia shareholders," said Gary Neale, NiSource's Chairman, President, and Chief Executive Officer. "For Columbia's shareholders, there is one issue and one issue only: the price at which NiSource is prepared to acquire their shares. NiSource is willing to offer $68 in cash today, and more if we can sit down to discuss our offer. "We note that Mr. Richard said in his statement that 'like any publicly traded company... Columbia would seriously consider a strategic combination that would provide superior value for [Columbia] shareholders.' We welcome this revision of Mr. Richard's earlier statement that Columbia was 'not interested in any merger transaction in which another company acquires control of Columbia.' Given the nature of our offer and our stated willingness to offer more, we cannot understand why the Columbia Board will not engage us in discussions. "In his letter, Mr. Richard doesn't promise Columbia shareholders a $68 price now or in the future. Everything else is a smoke screen designed to obscure the true value of what is on the table," continued Neale. "We intend to vigorously pursue our offer, and strongly encourage shareholders to express their disapproval with the Columbia Board's position by tendering their shares. We believe that through our tender offer, the Columbia Board will finally hear their investors and be compelled to begin discussions with us," Neale said. "We are firmly committed to this transaction," Neale added. "Despite Columbia's assertions to the contrary, this is a win-win transaction for everybody." 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. This news release 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, and the related Letter of Transmittal, and is not being made to, nor will tenders be accepted from or on behalf of, holders of shares of common stock of Columbia Energy Group in any jurisdiction in which the making of such offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. In any jurisdictions where securities, blue sky or other laws require such offer to be made by a licensed broker or dealer, such offer shall be deemed to be made on behalf of NiSource Inc. by Credit Suisse First Boston or one or more registered brokers or dealers licensed under the laws of such jurisdiction. This news release does not constitute a solicitation of proxies from Columbia Energy Group's stockholders. Any solicitation of proxies will be made only pursuant to separate proxy materials in compliance with the requirements of Section 14(a) of The Securities Exchange Act of 1934, as amended. # # # -----END PRIVACY-ENHANCED MESSAGE-----