-----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, SAc83Yfh63pETLxbZNOE0tURgWjv83Gxyu/upZbj4fI8oO//d4ZQ6QojT44UD8U0 cX2oMulsCI8E2Iz9ZTH6GQ== 0000895813-99-000370.txt : 19991018 0000895813-99-000370.hdr.sgml : 19991018 ACCESSION NUMBER: 0000895813-99-000370 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991005 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: 99723281 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. 23) 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. 23 (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 5, 1999, at a meeting among officials of Parent, officials of the Kentucky Public Service Commission and members of the public, Parent made available the materials which are included herein as Exhibit (a)(35) 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. (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. 3 (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. (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. 4 (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. (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.* (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. (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. 5 (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 5, 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(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)(35) ----------------- PRESENTED TO THE KENTUCKY PUBLIC SERVICE COMMISSION [NiSource Logo] Delivering life's essential resources October 5, 1999 [Map of eastern United States highlighting the NiSource service territory] [Photo of Gary L. Neale at NiSource Annual Meeting] [Photos of NiSource employees at work] WHO IS NISOURCE? [NiSource Logo] Delivering life's essential resources In early 1999, NIPSCO Industries changed its name to NiSource NiSource is a holding company 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 Kentucky Public Service Commission October 5, 1999 CORPORATE CORRIDOR [NiSource Logo] Delivering life's essential resources [Graphic - Map of eastern United States highlighting the NiSource service territory] Kentucky Public Service Commission October 5, 1999 BUSINESS PROFILE [NiSource Logo] Delivering life's essential resources [Graphic - Organizational Chart] NiSource Delivering life's essetial resources
Electric Gas Water Unregulated Business Business Business Business -------- -------- -------- ----------- NIPSCO Bay State Crossroads IWC Resources Primary Energy Energy USA Northern NIFL Indianapolis Harbour Miller TPC Utilities Water Co. Water Co. Pipeline PNGTS Kokomo Gas Liberty Lawrence SM&P MHP Water Co. Water Co. Granite State
Kentucky Public Service Commission October 5, 1999 NISOURCE REGULATED COMPANIES [NiSource Logo] Delivering life's essential resources [Graphic - NIPSCO Logo] [Graphic - Northern Indiana Fuel and Light Logo] [Graphic - Kokomo Gas Company Logo] [Graphic - Bay State Gas Company Logo] [Graphic - Indianapolis Water Company Logo] [Graphic - Granite State Gas Transmission, Inc. Logo] [Graphic - Crossroads Pipeline Company Logo] [Graphic - Northern Utilities Natural Gas Company Logo] Kentucky Public Service Commission October 5, 1999 NISOURCE UNREGULATED COMPANIES [NiSource Logo] Delivering life's essential resources [Graphic - Primary Energy Logo] [Graphic - EnergyUSA Logo] [Graphic - EnergyUSA - TPC Logo] [Graphic - Miller Pipeline Corp. Logo] [Graphic - SM&P Utility Resources, Inc. Logo] Kentucky Public Service Commission October 5, 1999 GROWTH OF $10,000 INVESTMENT [NiSource Logo] Delivering life's essential resources [Graph - Chart showing Growth of $10,000 investment in NiSource Inc. from 1989 through 1998 compared to S&P 500 Index] NiSource - 21.6% S&P 500 - 19.2% - NiSource Inc. Worth $70,531 21.57% Annualized - Index S&P 500 Worth $58,086 19.23% Annualized Kentucky Public Service Commission October 5, 1999 MAJOR ACQUISITIONS [NiSource Logo] Delivering life's essential resources --- - Northern Indiana Public Service Company - Gas and Electric Utility 1992 - Kokomo Gas & Fuel Company - Gas Utility 1993 - Northern Indiana Fuel & Light Company - Gas Utility 1993 - Crossroads Pipeline Company - Interstate Pipeline 1997 - IWC Resources Corporation - Water Utility and Utility Services 1998 - Portland Natural Gas Transmission System - Interstate Pipeline 1999 - Bay State Gas Company/Northern Utilities - Gas Utilities 1999 - TPC Corporation/Market Hub Partners - Gas Marketing and Salt Cavern Storage Kentucky Public Service Commission October 5, 1999 NISOURCE/CG ENERGY CORRIDOR [NiSource Logo] Delivering life's essential resources - Platform for Success * 4,100,000 customers * 19,000 miles of gas pipelines * 700 Bcf of gas storage * 4,000 MW power generation * 800 Bcf proved natural gas reserves ---------------------------------------------------------------- 30% of U.S. Population and 40% of U.S. Energy Consumption ---------------------------------------------------------------- Kentucky Public Service Commission October 5, 1999 NISOURCE DISTRIBUTION COMPANIES [NiSource Logo] Delivering life's essential resources [Graphic - Map of eastern United States with inset maps of midwest and northeast regions] Kentucky Public Service Commission October 5, 1999 COLUMBIA SERVICE TERRITORIES [NiSource Logo] Delivering life's essential resources [Graphic - Map of eastern United States with inset maps focusing on Ohio, Virginia, Kentucky, Pennsylvania and Maryland] Kentucky Public Service Commission October 5, 1999 NIPSCO'S CUSTOMER FOCUS [NiSource Logo] Delivering life's essential resources [NIPSCO Logo] - Major investments in technology to serve customers * Customer Information System * Automated Dispatching * Gas Distribution Improvement Program - Satisfaction surveys * All customers - residential, commercial, industrial * MOMENT OF TRUTH, image and targeted Kentucky Public Service Commission October 5, 1999 ALTERNATIVE REGULATORY PLAN [NiSource Logo] Delivering life's essential resources [NIPSCO Choice Logo] Overview - A state regulatory framework corresponding with the evolving natural gas marketplace - A managed transition to a full-scale customer choice program - An expansion of NIPSCO's ability to present services of greater value - An invitation to other interested parties to help shape these developments Kentucky Public Service Commission October 5, 1999 WHAT IS NIPSCO CHOICE? [NiSource Logo] Delivering life's essential resources NIPSCO choice is a voluntary program designed to give customers an opportunity to choose their own natural gas supplier [NIPSCO Choice Logo] Kentucky Public Service Commission October 5, 1999 WHY NIPSCO CHOICE? [NiSource Logo] Delivering life's essential resources Customers want choice... ...Competition is good - Customers * control over gas bill * opportunity for savings * increased service offerings - Competitors * new customer base * new service offerings - NIPSCO * proactive approach to competition * increased service offerings * new customer base (suppliers) Kentucky Public Service Commission October 5, 1999 PROGRAM SUMMARY - EXPANSION UPDATE [NiSource Logo] Delivering life's essential resources - Participation as of April 1, 1999 * 3,200 residential * 4,000 commercial and industrial - Participation as of August 27, 1999 * 11,500 residential * 4,500 commercial and industrial * over 40,000 requests for information ------------------------------------------------------- Eligible - 620,000 residential and 50,000 commercial Limit - 150,000 residential and 20,000 commercial ------------------------------------------------------- [NIPSCO Choice Logo] Kentucky Public Service Commission October 5, 1999 CUSTOMER EDUCATION [NiSource Logo] Delivering life's essential resources [NIPSCO Choice Logo] - Objective * cost effectively educate customers to increase participation - Strategy * utilize employees, utility bill, Office of Utility Consumer Counselor and media relations to introduce and promote NIPSCO Choice - Campaign Theme - Choice is an opportunity to... * save money * purchase additional products and services * experience competition * control gas bills Kentucky Public Service Commission October 5, 1999 CUSTOMER EDUCATION [NiSource Logo] Delivering life's essential resources - How we applied what we learned * NIPSCO Choice featured in utility bill (special edition of Energy News, bill inserts, etc.) * informative and educational direct mail pieces (frequently asked questions, newsletter, etc.) * various channels of information - newspapers, direct mail, Internet, radio, town hall meetings - key players--Office of the Utility Consumer Counselor, suppliers * bill redesign Kentucky Public Service Commission October 5, 1999 CUSTOMER EDUCATION How Customers Learn About Choice [NiSource Logo] Delivering life's essential resources [NIPSCO Choice Logo] Chart 1 ------- Sources of Information About NIPSCO Choice [Graphic - Bar Chart representing the following:] Newspaper 41% Energy News 31% Bill Insert 20% TV News 18% Radio News 7% Direct Mail 6% Relative 3% Other 3% Bill Message 2% Friend 2% Don't Know 5% Chart 2 ------- Degree of Difficulty Understanding Information Provided in Media [Graphic - Pie Chart representing the following:] Somewhat Easy 47% Very Easy 25% Undecided 5% Very Hard 2% Somewhat Hard 14% Neither Easy nor Hard 7% Kentucky Public Service Commission October 5, 1999 Flexibility - Program Design [NIPSCO Choice Logo] [NiSource Logo] Delivering life's essential resources - Examples * continuous signup * electronic enrollment * acceleration of expansion * flexible Gas Cost Adjustment * bill redesign Kentucky Public Service Commission October 5, 1999 Bill Redesign [NIPSCO Choice Logo] [NiSource Logo] Delivering life's essential resources - Objectives * improve customer satisfaction by delivering a clear, concise summary of activity in a user friendly format * support NIPSCO Choice by providing an unbundled and easily comparable view of gas bill components - Key Inputs * customer feedback and preference, including suppliers * NIPSCO Choice objectives * regulatory concerns * Customer Information System requirements Kentucky Public Service Commission October 5, 1999 NEXT STEPS [NiSource Logo] Delivering life's essential resources [NIPSCO Choice Logo] - Listen to customers! - Communicate, communicate, communicate * suppliers, regulators, advisory panels, business leaders - Further program and process "evolution" - Develop new products and services - Deliver customer service excellence Kentucky Public Service Commission October 5, 1999 REGULATORY APPROACH [NiSource Logo] Delivering life's essential resources - Open, direct and frequent communications - Work with regulators and regulation - Proactively work with all interested parties - Seek to build solutions that work for all - Develop innovative solutions that drive the changing gas industry Kentucky Public Service Commission October 5, 1999 -----END PRIVACY-ENHANCED MESSAGE-----