As filed with the Securities and Exchange Commission on November 2,
2000
Registration No. 333-338996-01
======================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
POST-EFFECTIVE
AMENDMENT NO. 13
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.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of each plan)
Stephen P. Adik
801 E. 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
-----------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount Maximum Maximum Amount of
to be Offering Aggregate Registration
Title of Securities to be Registered Registered Price Per Share Offering Price Fee
<S> <C> <C> <C> <C>
Common Shares, $.01 par value (including
associated preferred share purchase rights) 240,000 (1) (1) (1)
Interests in the Plan (2) (2) (2) (2)
</TABLE>
(1) 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 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.
(2) 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
Plan 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. 13 on Form S-8
relating to 240,000 common shares of the Registrant, $.01 par value
per share (including associated preferred share purchase rights) (the
"Common Shares"), issuable under the NiSource Inc. Employee Stock
Purchase Plan (the "Plan").
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 Plan upon the completion of the Merger. Accordingly, effective
November 1, 2000, Old NiSource's common shares are no longer
issuable under the Plan.
This Registration Statement relates to 240,000 Common Shares
registered on the Form S-4 that were not issued at the time of the
Merger and that are issuable under the Plan 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"), or 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 the Plan 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
Plan 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.
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.
2
As authorized under the Registrant's By-Laws and the Delaware General
Corporation Law, the 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.
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
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
3
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
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.
4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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>
NAME AND SIGNATURE TITLE DATE
------------------ ----- ----
<S> <C> <C>
/s/ Gary L. Neale Chairman, President November 2, 2000
----------------------- and 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 November 2, 2000
-------------------------- and 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
/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
5
/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>
6
The Plan. Pursuant to the requirements of the Securities Act of
1933, the administrator of the NiSource Inc. Employee Stock Purchase
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. EMPLOYEE STOCK PURCHASE
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
7
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.
8
