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FORM 8-K
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
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Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event Reported) February 2, 1995
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THE COLUMBIA GAS SYSTEM, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-1098 13--1594808
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(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
20 Montchanin Road, Wilmington, Delaware 19807
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(Address of principal executive offices)
Registrant's telephone number, including area code (302) 429-5000
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Item 5. Other Events
Information contained in a News Release dated
February 2, 1995 is incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements 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.
The Columbia Gas System, Inc.
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(Registrant)
By /s/ R. E. Lowe
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R.E. Lowe
Vice President and
Controller
Date: February 2, 1995
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Contacts: Media - W. R. McLaughlin (302) 429-5443
H. W. Chaddock (302) 429-5261
Analysts - T. L. Hughes (302) 429-5363
K. P. Murphy (302) 429-5471
FOR IMMEDIATE RELEASE February 2, 1995
COLUMBIA GAS SEEKS APPROVAL FOR SHAREHOLDER RIGHTS PLAN
WILMINGTON, DEL. -- The Columbia Gas System, Inc., (NYSE:CG) is
seeking approval of a shareholder rights plan to protect shareholders'
investments in the event of an unsolicited, inadequate offer for the
Corporation's common stock.
Columbia shareholders are scheduled to vote on charter amendments
required to allow implementation of the plan at the Corporation's annual
meeting April 28, 1995. Adoption of the plan has been endorsed by the
Committee representing Columbia equity holders in the Corporation's Chapter 11
proceedings. Filings seeking the approval of the Securities and Exchange
Commission and the Bankruptcy Court are being made.
Columbia System Chairman and CEO John H. Croom stressed the company
is not aware of any takeover activity currently directed at Columbia. "The
Board of Directors approved the adoption of a plan to reduce the risk of
unsolicited offers that are not representative of the full value of Columbia's
stock and do not treat all shareholders equally," he said.
Croom pointed out that shareholder rights plans have become a
widely-accepted means to protect shareholder value. He said more than 1,000
companies have adopted such plans in the past 10 years, but none has ever been
triggered.
In the unlikely event the Rights plan would be triggered, all
shareholders, except the person or group attempting the unsolicited takeover,
would be entitled to purchase fractions of a preferred stock at a discount.
These would have voting and dividend rights equivalent to Columbia's common
stock. The issuance of the preferred stock is designed to substantially dilute
the third party's equity interest in the
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Corporation and significantly increase the Corporation's capitalization,
thereby making its acquisition much more expensive.
The plan, which will become effective as soon as all necessary
approvals are obtained, terminates automatically 18 months after the
Corporation emerges from Chapter 11 protection, subject to extension if an
offer is pending.
Following Securities and Exchange Commission approval, information on
the new plan will be sent to Columbia shareholders with other proxy materials.
The Bankruptcy Court is being asked to defer consideration of the plan until
after the Securities and Exchange Commission authorizes the solicitation of
proxies and shareholders vote on the Charter Amendment.
The Columbia Gas System, Inc., is one of the nation's largest natural
gas systems. Subsidiary companies are engaged in the exploration, production,
purchase, storage, transmission and distribution of natural gas and other
energy operations such as cogeneration.
