As filed with the Securities and Exchange Commission on November 2,
2000
Registration No. 333-33896-01
======================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
POST-EFFECTIVE
AMENDMENT NO. 11
ON
FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
NISOURCE INC.
(Formerly named "New NiSource Inc.")
(Exact name of registrant as specified in its charter)
Delaware 35-2108964
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
801 East 86th Avenue
Merrillville, Indiana 46410
(219) 853-5200
(Address of principal executive offices)
NISOURCE INC.
TAX DEFERRED SAVINGS PLAN
NORTHERN INDIANA PUBLIC SERVICE
COMPANY BARGAINING UNIT TAX DEFERRED SAVINGS PLAN
KOKOMO GAS & FUEL CO.
BARGAINING UNIT
TAX DEFERRED SAVINGS PLAN
IWC RESOURCES CORPORATION
EMPLOYEE THRIFT PLAN AND TRUST
EMPLOYEES' PROFIT SHARING AND SALARY DEFERRAL PLAN OF
SM&P UTILITY RESOURCES, INC.
BAY STATE GAS COMPANY
SAVINGS PLAN FOR OPERATING EMPLOYEES
BAY STATE GAS COMPANY
EMPLOYEE SAVINGS PLAN
COLUMBIA SAVINGS PLAN
(Full title of each plan)
Stephen P. Adik
801 East 86th Avenue
Merrillville, Indiana 46410
(219) 853-5200
(Name and address of agent for service)
(219) 853-5200
(Telephone number, including area code, of agent for service)
With a copy to:
Frederick L. Hartmann
Schiff Hardin & Waite
6600 Sears Tower
Chicago, Illinois 60606-6473
(312) 258-5500
_________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Amount Proposed Proposed Maximum Amount of
Title of Securities to be Maximum Offering Aggregate Offering Registration
to be Registered Registered(1) Price Per Share (2) Price(2) Fee
------------------- ------------- ------------------- ----------------- ------------
<S> <C> <C> <C>
Common Shares, $.01 par value 17,926,000 (2) (2) (2)
(including associated preferred
share purchase rights)
Interests in the Plan (3) (3) (3) (3)
</TABLE>
(1) Based upon 2,500,000 Common Shares to be issued under the
NiSource Inc. Tax Deferred Savings Plan, 1,500,000 Common
Shares to be registered under the Northern Indiana Public
Service Company Bargaining Unit Tax Deferred Savings Plan,
50,000 Common Shares to be registered under the Kokomo Gas &
Fuel Co. Bargaining Unit Tax Deferred Savings Plan, 28,000
Common Shares to be issued under the IWC Resources
Corporation Employee Thrift Plan and Trust, 253,000 Common
Shares to be registered under the Employees' Profit Sharing
and Salary Deferral Plan of SM&P Utility Resources, Inc.,
518,000 Common Shares to be registered under the Bay State
Gas Company Savings Plan for Operating Employees, 1,077,000
Common Shares to be registered under the Bay State Gas
Company Employee Savings Plan and 12,000,000 Common Shares
to be issued under the Columbia Savings Plan.
(2) A registration fee with respect to these shares was previously
paid in connection with the filing by NiSource Inc., a Delaware
Corporation (formerly named "New NiSource Inc.") (the
"Registrant") and NiSource Inc., an Indiana corporation that has
merged into the Registrant ("Old NiSource") of the Registration
Statement on Form S-4 (File Nos. 333-33896 and 333-33896-01),
which was declared effective April 24, 2000. See Explanatory
Note below.
(3) In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this Registration Statement also covers an
indeterminate amount of interests to be offered or sold
pursuant to the Plans described herein for which no separate
fee is required.
EXPLANATORY NOTE
The Registrant hereby amends the Registration Statement on Form
S-4 (File Nos. 333-33896 and 333-33896-01), effective November 2,
2000, by filing this Post-Effective Amendment No. 11 on Form S-8
relating to 17,926,000 common shares of the Registrant, $.01 par value
per share (including associated preferred share purchase rights) (the
"Common Shares"), issuable under the NiSource Inc. Tax Deferred
Savings Plan, the Northern Indiana Public Service Company Bargaining
Unit Tax Deferred Savings Plan, the Kokomo Gas & Fuel Co. Bargaining
Unit Tax Deferred Savings Plan, the IWC Resources Corporation
Employee Thrift Plan and Trust, the Employees' Profit Sharing and
Salary Deferral Plan of SM&P Utility Resources, Inc., the Bay State
Gas Company Savings Plan for Operating Employees, the Bay State Gas
Company Employee Savings Plan and the Columbia Savings Plan
(collectively, the "Plans").
On November 1, 2000, the mergers of Old NiSource and Columbia
Energy Group ("Columbia") (the "Merger") were completed. Upon
completion of the Merger, Columbia became a wholly-owned subsidiary of
the Registrant and Old NiSource merged into the Registrant. Pursuant
to the Merger Agreement, Old NiSource and Columbia completed all of
the necessary actions to cause the Common Shares to be issuable under
the Plans upon the completion of the Merger. Accordingly, effective
November 1, 2000, neither Old NiSource's common shares nor Columbia's
common shares are issuable under the Plans.
This Registration Statement relates to 17,926,000 Common Shares
registered on the Form S-4 that were not issued at the time of the
Merger and that are issuable under the Plans on and after the Merger.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by NiSource Inc., a
Delaware corporation (formerly named "New NiSource Inc.") (the
"Registrant"), NiSource Inc., an Indiana corporation that has merged
into Registrant, or Columbia Energy Group, a Delaware corporation that
has become a subsidiary of the Registrant ("Columbia"), are
incorporated herein by reference:
(a) The Annual Report on Form 10-K of NiSource Inc., for the
fiscal year ended December 31, 1999;
(b) The Annual Report on Form 10-K and Form 10-K/A of Columbia
Energy Group, for the fiscal year ended December 31, 1999;
(c) The Quarterly Reports on Form 10-Q of NiSource Inc. for the
quarterly periods ended March 31, 2000, June 30, 2000 and
September 30, 2000;
(d) The Quarterly Reports on Form 10-Q of Columbia Energy Group
for the quarterly periods ended March 31, 2000, June 30,
2000 and September 30, 2000;
(e) The Form 11-K filed for each of the Plans for the Plan Year
ended December 31, 1999;
(f) The Current Reports on Form 8-K of NiSource Inc. dated
February 14, 2000, February 24, 2000, March 3, 2000, April
3, 2000, April 25, 2000, June 13, 2000, September 1, 2000
and September 13, 2000;
(g) The Current Reports on Form 8-K of Columbia Energy Group
dated January 25, 2000, April 13, 2000, May 3, 2000, May 12,
2000, May 22, 2000, June 2, 2000, June 15, 2000 and July 14,
2000;
(h) The Current Report on Form 8-K of the Registrant dated
November 1, 2000;
(i) The description of the Registrant's Common Shares contained
in the Joint Proxy Statement/Prospectus dated April 24,
2000;
(j) The description of the Registrant's Rights contained in the
Joint Proxy Statement/Prospectus dated April 24, 2000; and
(k) The description of the Registrant's SAILS contained in the
Joint Proxy Statement/Prospectus dated April 24, 2000.
All documents subsequently filed by the Registrant and/or the
Plans pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining
unsold, shall be deemed incorporated by reference herein and to be a
part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law permits a corporation to
indemnify any person who is a party or is threatened to be made a
party to any action, suit or proceeding brought or threatened by
reason of the fact that the person is or was a director, officer,
employee or agent of the corporation, or is or was serving as such
with respect to another corporation at the request of the corporation,
if that person acted in good faith, in the case of conduct in his or
her official capacity, that person reasonably believed his or her
conduct to be in the best interests of the corporation, or in the case
of all other conduct, that person reasonably believed his or her
conduct was not opposed to the best interests of the corporation, and
with respect to any criminal action, that person had reasonable cause
to believe his or her conduct was lawful or had no reasonable cause to
believe his or her actions were unlawful.
A corporation must indemnify a person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, because he or she is or was a director or
officer or is or was serving at the request of the corporation as a
director or officer of another corporation or other enterprise, if the
person has been wholly successful in defense of the proceeding on the
merits or otherwise. A corporation may advance expenses, including
attorneys' fees, to any director or officer who is a party to a
proceeding in advance of final disposition of the proceeding if the
director or officer furnishes the corporation a written undertaking to
repay the advance if it is ultimately determined that the director did
not meet the required standard of conduct. Amounts to be indemnified
include judgments, penalties, fines, settlements and reasonable
expenses that were actually incurred by the person. However, if the
proceeding was by or in the right of the corporation, the person will
be indemnified only against reasonable expenses incurred and
indemnification will not be provided if the individual is adjudged
liable to the corporation in the proceeding.
2
The Registrant's certificate of incorporation permits the Registrant
to indemnify directors, officers, employees and agents of the corporation
and its wholly-owned subsidiaries to the fullest extent permitted by
law.
As authorized under the Registrant's By-Laws and the Delaware General
Corporation Law, Registrant and its subsidiaries maintain insurance
that insures directors and officers for acts committed in their
capacities as such directors or officers that are determined to be not
indemnifiable under the Registrant's indemnity provisions.
Section 6.10 of the 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 and NiSource Finance Corp (the "Merger Agreement")
provides for indemnification by the Registrant under certain circumstances
of the directors and officers of Columbia. Additionally, the Merger
Agreement provides that the Registrant will maintain Columbia's existing
officers' and directors' insurance policies or provide substantially
similar insurance coverage for at least six years.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed herewith or incorporated by reference herein
are set forth in the Exhibit Index filed as part of this registration
statement. The Plan sponsor has received from the Internal Revenue
Service determinations that the Plans are qualified under Section 401
of the Internal Revenue Code and the Registrant will make all changes
required by the Internal Revenue Service in order to continue to so
qualify each Plan.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
3
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of a prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial BONA FIDE offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
4
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8
and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Merrillville, State of Indiana, on this 2nd day of November, 2000.
NISOURCE INC.
(formerly named "New NiSource Inc.")
By: /s/ Gary L. Neale
----------------------------------
Gary L. Neale
Chairman, President and
Chief Executive Officer
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Gary L. Neale Chairman, President and November 2, 2000
-------------------------------- Chief Executive Officer
Gary L. Neale (Principal Executive Officer)
/s/ Stephen P. Adik Vice Chairman November 2, 2000
--------------------------------
Stephen P. Adik
/s/ Michael W. O'Donnell* Executive Vice President and November 2, 2000
-------------------------------- Chief Financial Officer
Michael W. O'Donnell (Principal Accounting Officer)
/s/ Steven C. Beering* Director November 2, 2000
--------------------------------
Steven C. Beering
/s/ Arthur J. Decio* Director November 2, 2000
--------------------------------
Arthur J. Decio
6
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Dennis E. Foster* Director November 2, 2000
--------------------------------
Dennis E. Foster
/s/ James T. Morris* Director November 2, 2000
--------------------------------
James T. Morris
/s/ Ian M. Rolland* Director November 2, 2000
--------------------------------
Ian M. Rolland
/s/ John W. Thompson* Director November 2, 2000
--------------------------------
John W. Thompson
/s/ Robert J. Welsh* Director November 2, 2000
--------------------------------
Robert J. Welsh
/s/ Carolyn Y. Woo* Director November 2, 2000
--------------------------------
Carolyn Y. Woo
/s/ Roger A. Young* Director November 2, 2000
--------------------------------
Roger A. Young
* By: /s/ Stephen P. Adik
--------------------------
Stephen P. Adik
Attorney-in-Fact
</TABLE>
7
THE PLAN. Pursuant to the requirements of the Securities Act of
1933, the administrator of the NiSource Inc. Tax-Deferred Savings Plan
and the Northern Indiana Public Service Company Bargaining Unit Tax
Deferred Savings Plan has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Merrillville, State of Indiana, on November 1, 2000.
NISOURCE INC. TAX-DEFERRED SAVINGS PLAN
NORTHERN INDIANA PUBLIC SERVICE COMPANY
BARGAINING UNIT TAX DEFERRED SAVINGS
PLAN
By: /s/ Dale Williams
------------------------------------
Dale Williams
Chairman, Plan Committee
By: /s/ Robert Schacht
------------------------------------
Robert Schacht
Member, Plan Committee
By: /s/ Ken Foley
------------------------------------
Ken Foley
Member, Plan Committee
By: /s/ Jerome Weeden
------------------------------------
Jerome Weeden
Member, Plan Committee
By: /s/ Francis Girot
------------------------------------
Francis Girot
Member, Plan Committee
8
THE PLAN. Pursuant to the requirements of the Securities Act of
1933, the administrator of the Kokomo Gas & Fuel Bargaining Unit Tax
Deferred Savings Plan has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Kokomo, State of Indiana, and in the City of
Merrillville, State of Indiana, on October 31, 2000.
KOKOMO GAS & FUEL BARGAINING UNIT
TAX DEFERRED SAVINGS PLAN
By: /s/ William Steifle
------------------------------------
William Steifle
Member, Plan Committee
By: /s/ Janet Morris
------------------------------------
Janet Morris
Member, Plan Committee
By: /s/ Joseph Skvarek
------------------------------------
Joseph Skvarek
Member, Plan Committee
9
THE PLAN. Pursuant to the requirements of the Securities Act of
1933, the administrator of the IWC Resources Corporation Employee
Thrift Plan and Trust has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Indianapolis, State of Indiana, on October 30, 2000.
IWC RESOURCES CORPORATION
EMPLOYEE THRIFT PLAN AND TRUST
By: /s/ David A. Kelly
------------------------------------
David A. Kelly
Member, Plan Committee
By: /s/ John M. Davis
------------------------------------
John M. Davis
Member, Plan Committee
By: /s/ Kenneth N. Giffin
------------------------------------
Kenneth N. Giffin
Member, Plan Committee
By: /s/ Katie A. Taylor
------------------------------------
Katie A. Taylor
Member, Plan Committee
By: /s/ Murvin S. Enders
------------------------------------
Murvin S. Enders
Member, Plan Committee
10
THE PLAN. Pursuant to the requirements of the Securities Act of
1933, the administrator of the Employees' Profit Sharing and Salary
Deferral Plan of SM&P Utility Resources, Inc. has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Noblesville, State of
Indiana, on October 30, 2000.
EMPLOYEES' PROFIT SHARING
AND SALARY DEFERRAL PLAN OF
SM&P UTILITY RESOURCES, INC.
By: /s/ Dennis C. Norman
------------------------------------
Dennis C. Norman
Member, Plan Committee
By: /s/ James A. Muhl
------------------------------------
James A. Muhl
Member, Plan Committee
By: /s/ Laura Gail Martin
------------------------------------
Laura Gail Martin
Member, Plan Committee
By: /s/ Debra J. Lehmann
------------------------------------
Debra J. Lehmann
Member, Plan Committee
By: /s/ Penelope S. Conway
------------------------------------
Penelope S. Conway
Member, Plan Committee
11
THE PLAN. Pursuant to the requirements of the Securities Act of
1933, the administrator of the Bay State Gas Company Employee Savings
Plan and the Bay State Gas Company Savings Plan for Operating
Employees has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City
of Westborough, State of Massachusetts, on October 31, 2000.
BAY STATE GAS COMPANY EMPLOYEE SAVINGS
PLAN
BAY STATE GAS COMPANY SAVINGS PLAN FOR
OPERATING EMPLOYEES
By: /s/ William MacGillivray
------------------------------------
William MacGillivray
Member, Plan Committee
By: ____________________________________
Scott MacDonald
Member, Plan Committee
By: /s/ Barbara McKay
------------------------------------
Barbara McKay
Member, Plan Committee
12
THE PLAN. Pursuant to the requirements of the Securities Act of
1933, the administrator of the Columbia Savings Plan has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Herndon, State
of Virginia, and in the City of Merrillville, State of Indiana, on
November 1, 2000.
COLUMBIA SAVINGS PLAN
By: /s/ Michael O'Donnell
------------------------------------
Michael O'Donnell
Member, Plan Committee
By: /s/ Steve Greene
------------------------------------
Steve Greene
Member, Plan Committee
By: /s/ Robert Schacht
------------------------------------
Robert Schacht
Member, Plan Committee
By: /s/ Steve Smith
------------------------------------
Steve Smith
Member, Plan Committee
By: /s/ Dale Williams
------------------------------------
Dale Williams
Member, Plan Committee
By: /s/ Francis Girot, Jr.
------------------------------------
Francis Girot Jr.
Member, Plan Committee
13
EXHIBIT INDEX
--------------
Exhibit
Number Exhibit
------ -------
4* Rights Agreement between NiSource Inc. and
ChaseMellon Shareholder Services, L.L.C., as rights
agent (incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K, dated November
1, 2000).
5 Opinion of Schiff Hardin & Waite.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Schiff Hardin & Waite (contained in its
opinion filed as Exhibit 5).
24 Power of Attorney.
__________
* Incorporated by reference.
14
