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) NOVEMBER 1, 2000
NISOURCE INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 333-33896-01* 35-2108964
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
801 E. 86th Avenue, Merrillville, Indiana 46410
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (219) 853-5200
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NEW NISOURCE INC.
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(Former Name or Former Address, if Changed Since Last Report)
* This is the file number of the Registration Statement on Form
S-4 filed by Registrant and one of its predecessors. A new Commission
file number under the Securities Exchange Act is to be issued in
connection with this filing. The Commission file number of the
Registrant's predecessor NiSource Inc., an Indiana corporation, is 1-
9779, and the Commission file number of the Registrant's predecessor,
Columbia Energy Group, a Delaware corporation, is 1-1098.
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ITEM 2. Acquisition or Disposition of Assets
Effective November 1, 2000, NiSource Inc., an Indiana corporation
("old NiSource"), completed the acquisition of Columbia Energy Group
("Columbia") pursuant to the terms of the Agreement and Plan of
Merger, dated as of February 27, 2000, as amended and restated as of
March 31, 2000 (the "Merger Agreement"), among old NiSource Inc.,
Columbia, NiSource Inc., a Delaware corporation formerly named "New
NiSource Inc." ("new NiSource") and related subsidiary corporations.
In the transaction, subsidiaries of new NiSource merged into old
NiSource and into Columbia. Old NiSource subsequently merged into new
NiSource, which changed its name to "NiSource Inc." As a result, new
NiSource now owns Columbia and the operating subsidiaries of old
NiSource. A copy of new NiSource's press release announcing the
effectiveness of the acquisition is filed herewith as Exhibit 99.1 and
is incorporated herein by reference.
The acquisition was originally announced February 28, 2000. The
shareholders of old NiSource and Columbia separately approved the
Merger Agreement at meetings held in early June 2000. The acquisition
was completed following receipt of all necessary state and federal
regulatory approvals, the last of which was the approval of the
Securities and Exchange Commission under the Public Utility Holding
Company Act of 1935, as amended, on October 30, 2000.
Pursuant to the Merger Agreement, each old NiSource common share
was exchanged for one share of common stock of new NiSource. Each
Columbia share was exchanged for $70 in cash plus one new NiSource
SAILS (a unit consisting of a zero coupon debt security, $2.60 stated
value, and a forward equity contract) or, at the election of the
Columbia shareholder and subject to proration, 3.04414 shares of the
common stock of new NiSource. The number of new NiSource common
shares was computed pursuant to the Merger Agreement by dividing $74
by the average closing price of old NiSource common shares on the New
York Stock Exchange Composite Tape for the period September 18 through
October 27, 2000. Stock elections were subject to proration because
elections were made with respect to more than 30% of the outstanding
Columbia common shares. On October 31, 2000, NiSource estimated that
holders of approximately 77% of the Columbia shares submitted
elections to receive stock prior to the Election Deadline (5:00 pm,
New York City time on October 30, 2000). The final proration
calculation will be announced when it is available.
ITEM 5. Other Events
The shares of new NiSource common stock issued under the Merger
Agreement were registered under the Securities Act of 1933 pursuant to
the Registration Statement on Form S-4 (Nos. 333-33896 and 333-33896-
01), which was declared effective April 24, 2000. Reference is made
to the Joint Proxy Statement/Prospectus, dated April 24, 2000,
included in the Registration Statement for additional information
about the transaction.
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New NiSource is the successor issuer both to old NiSource and to
Columbia under Rule 12g-3(c) under the Securities Exchange Act of 1934
(the "Exchange Act"). Pursuant to Rule 12g-3, the common stock, $.01
par value per share, and the Preferred Stock Purchase Rights of new
NiSource are deemed to be registered under Section 12(b) of the
Exchange Act. The common stock and accompanying Rights of new
NiSource are listed on the New York Stock Exchange, the Chicago Stock
Exchange and the Pacific Exchange. The description of new NiSource
common stock contained under the caption "Description of New NiSource
Capital Stock Following the Merger" in the Joint Proxy
Statement/Prospectus is incorporated by reference herein. The
description of the new NiSource Rights contained under the caption
"Comparison of Rights of Shareholders of New NiSource, NiSource and
Columbia - Shareholder Rights Plan" in the Joint Proxy
Statement/Prospectus is incorporated by reference herein.
The new NiSource SAILS, which have been registered under the
Exchange Act on a Form 8-A, are also listed on the New York Stock
Exchange.
In connection with the merger of old NiSource into new NiSource,
new NiSource assumed all of old NiSource's obligations relating to the
Corporate Premium Income Equity Securities ("Corporate PIES") and
related obligations under the Support Agreement dated as of April 4,
1989, as amended (the "Support Agreement"), with respect to certain
debentures of NiSource Capital Markets, Inc. New NiSource is the
successor issuer to old NiSource under Rule 12g-3(a) under the
Exchange Act. Pursuant to Rule 12g-3, the obligations of new NiSource
relating to the Corporate PIES (including the related obligations
under the Support Agreement), which continue to be listed on the New
York Stock Exchange, are deemed to be registered under Section 12(b)
of the Exchange Act. Each Corporate PIES is a unit consisting of a
stock purchase contract, which has been assumed by new NiSource, and a
preferred security issued by NIPSCO Capital Trust I. The sole assets
of NIPSCO Capital Trust I consist of debentures issued by NiSource
Capital Markets, Inc., which are entitled to the benefit of the
Support Agreement. As a result of the merger of old NiSource into new
NiSource, all of the common equity securities of both NIPSCO Capital
Trust I and NiSource Capital Markets, Inc. are owned by new NiSource.
The Corporate PIES and component securities were registered under the
Securities Act of 1933 pursuant to the Registration Statement on Form
S-3 (Nos. 333-69279, 333-69279-01 and 333-69279-02) filed by old
NiSource (under its former name NIPSCO Industries, Inc.), NiSource
Capital Markets, Inc. (under its former name NIPSCO Capital Markets,
Inc.) and NIPSCO Capital Trust I, which was declared effective January
22, 1999. The description of the Corporate PIES contained under the
captions "Description of the PIES" and "Description of the Purchase
Contracts" in the prospectus supplement dated February 9, 1999 with
respect to the prospectus dated January 22, 1999, is incorporated by
reference herein. The description of the obligations under the
Support Agreement contained under the caption "Description of the
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Support Agreement" in the prospectus dated January 22, 1999 is
incorporated by reference herein.
Old NiSource common shares (and related preferred share purchase
rights) and Columbia common shares were registered under Section 12(b)
of the Exchange Act and listed on the New York Stock Exchange. Old
NiSource common shares (and related rights) were also listed on the
Chicago Stock Exchange and the Pacific Exchange. Old NiSource and
Columbia are delisting their common shares from these exchanges and
filing Forms 15 with the Securities and Exchange Commission to
terminate the registration under the Exchange Act of the old NiSource
common shares (and related rights) and the Columbia common shares.
The Form 15 filed by old NiSource also reflects that its separate
obligations relating to the Corporate PIES (including the related
obligations under the Support Agreement), which have been assumed by
new NiSource, have terminated.
ITEM 7. Financial Statements, PRO FORMA Financial Information and
Exhibits
(a) Financial Statements of the Business Acquired
The financial statements of Columbia Energy Group are hereby
incorporated by reference to the Annual Report on Form 10-K of
Columbia Energy Group (File No. 1-1098) for the year ended
December 31, 1999, and the Quarterly Report of Columbia Energy
Group on Form 10-Q for the quarterly period ended September 30,
2000.
(b) Pro Forma Financial Information
The following Pro Forma Financial Information is included in
Exhibit 99.2 to this Report and is incorporated herein by
reference:
(1) Unaudited Pro Forma Combined Condensed Consolidated
Statements of Income from Continuing Operations for the
fiscal year ended December 31, 1999 and for the nine
and twelve-month periods ended September 30, 2000.
(2) Unaudited Pro Forma Combined Condensed Consolidated
Balance Sheet as of September 30, 2000.
(3) Notes to Unaudited Pro Forma Financial Information.
(c) Exhibits
1.1 Agreement and Plan of Merger dated as of February 27, 2000, as
amended and restated as of March 31, 2000, among Columbia Energy
Group, NiSource Inc., New NiSource Inc., Parent Acquisition
Corp., Company Acquisition Corp. and NiSource Finance Corp.
(incorporated by reference to Annex I to the joint proxy
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statement/prospectus dated April 24, 2000, filed as a part of the
Registration Statement on Form S-4 (No. 333-33896)).
3.1 Amended and Restated Certificate of Incorporation of NiSource
Inc., effective October 31, 2000, as amended November 1, 2000.
3.4 Amended and Restated By-Laws of NiSource Inc.
4.1 Rights Agreement, dated November 1, 2000, between NiSource Inc.
and ChaseMellon Shareholder Services, L.L.C., as rights agent.
4.3 Indenture, dated November 1, 2000, between NiSource Inc. and The
Chase Manhattan Bank, as trustee.
4.4 First Supplemental Indenture, dated November 1, 2000, between
NiSource Inc. and The Chase Manhattan Bank, as trustee.
4.5 Purchase Contract Agreement, dated November 1, 2000, between
NiSource Inc. and The Chase Manhattan Bank, as purchase contract
agent.
4.6 Pledge Agreement, dated November 1, 2000, between NiSource Inc.,
Bank One, National Association, as collateral agent, Bank One,
National Association, as securities intermediary, and The Chase
Manhattan Bank, as purchase contract agent.
4.7 Remarketing Agreement, dated November 1, 2000, between NiSource
Inc. and Credit Suisse First Boston Corporation, as remarketing
agent.
4.8 Form of stock certificate of NiSource Inc.
10.1 364-Day Revolving Credit Agreement, dated as of November 1, 2000,
among NiSource Finance Corp., as Borrower, NiSource Inc. and New
NiSource Inc., as Guarantors, Credit Suisse First Boston and
Barclays Bank PLC, as Co-Syndication Agents and lenders, Credit
Suisse First Boston, as Administrative Agent, and Barclays Bank
PLC, as Documentation Agent.
23.1 Consent of Arthur Andersen LLP.
99.1 Press release dated November 1, 2000.
99.2 Pro Forma Financial Information.
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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: November 1, 2000 By: /s/ Stephen P. Adik
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Name: Stephen P. Adik
Title: Vice Chairman
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