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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1/A
(Amendment No. 7)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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)
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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. 7 (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 July 19, 1999, Parent issued the press release which is
included herein as Exhibit (a)(17).
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.*
(a)(15) "NiSource/Columbia StraightTalk" communication to
stockholders of the Company issued by Parent on
July 14, 1999.*
3
(a)(16) Press Release issued by Parent on July 14, 1999.*
(a)(17) Press Release issued by Parent on July 19, 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.*
_______________
*Previously filed.
4
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: July 19, 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(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.*
_________________
*Previously filed.
7
EXHIBIT 11(a)(17)
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FOR IMMEDIATE RELEASE
FOR FURTHER INFORMATION, CONTACT:
INVESTORS: Dennis Senchak Rae Kozlowski Wendy Wilson
NiSource Inc. NiSource Inc. Hill & Knowlton
219-647-6085 219-647-6083 312-255-3033
MEDIA: Maria Hibbs Larry Larsen
NiSource Inc. Hill & Knowlton
219-647-6201 312-255-3084
NISOURCE ASKS COLUMBIA CEO TO CORRECT MISLEADING STATEMENTS
Failed to Mention "Golden Parachutes," Made False and Misleading
Statements About NiSource Offer on Columbia's Second Quarter
Conference Call
Merrillville, Ind., July 19, 1999 NiSource Inc. (NYSE: NI)
today announced that it believes Columbia Energy Group Chairman,
President and Chief Executive Officer Rick Richard made false and
misleading statements on its second quarter earnings conference call
on July 15, 1999.
Gary Neale, NiSource's Chairman, President and Chief Executive
Officer, in a letter to Richard charged that he and Columbia's Chief
Financial Officer, Mike O'Donnell, repeatedly mischaracterized the
financing for NiSource's offer.
Neale also pointed out that Richard had failed to inform
Columbia's shareholders that the day prior to the conference call
their Board had substantially increased the "golden parachutes" for
Richard and two other senior executives, and approved new parachutes
for 27 other Columbia managers.
"Rick, in the interest of communicating openly and honestly to
your shareholders, I must ask why you did not discuss your board's
approval of a package of "golden parachutes" covering you and 27 other
executives and costing Columbia shareholders tens of millions of
dollars, the day BEFORE the conference call," Neale said. "Surely
your shareholders deserve to know that on top of the resources that
you are devoting to resisting our meeting, you are willing to enrich
yourselves at the expense of your shareholders and your customers in
the event of a change of control."
The text of the letter follows:
Dear Rick:
As Columbia's CEO, you have a responsibility to not mislead your
shareholders and to present fairly the facts of our offer and your
actions.
For that reason, I was distressed to hear that you and your chief
financial officer, Mike O'Donnell, repeatedly mischaracterized the
financing for our offer on your second quarter earnings conference
call last Thursday, creating a false impression that you then made no
effort to correct.
As you know, more than half of your investors have already expressed
to us their desire that we meet to discuss our $68 cash offer, which
we have said repeatedly that we are more than willing to raise if you
negotiate with us.
Yet, in response to direct questions from two of your largest
investors, you and your CFO avoided the truth, saying you refused to
meet with us because of the so-called risk that Columbia shareholders
will not get the cash due to the "huge equity takeout required to do
the financing."
This explanation is absurd. We have openly and often stated to you
that we have fully committed financing in place for our offer from
Credit Suisse First Boston and Barclays Bank PLC. Columbia
shareholders will receive $68 cash from NiSource, subject only to the
execution of a merger agreement and usual regulatory approvals, which
we believe can be completed within six to nine months if we work
together. Columbia shareholders would be paid in full at the time of
closing. You know full well that any requirement for equity would
occur as part of a refinancing after the merger.
For you to state to your shareholders that this is the sole reason for
not meeting with us is disingenuous and misleading. Therefore, I
expect you to publicly correct this false statement.
At the same time, in the interest of communicating openly and honestly
to your shareholders, I must ask why you did not bring to their
attention that your board substantially increased your and two other
senior executives' "golden parachutes" and approved "golden
parachutes" covering 27 members of your executive team. These
enrichments, which will cost Columbia shareholders tens of millions of
dollars, were approved by your board the day BEFORE the conference
call. On their behalf, we call on you to provide the necessary
information to enable shareholders to calculate the true cost of these
increases.
Surely Columbia's shareholders deserve to know that on top of the
resources that you are devoting to resisting our meeting, you are
willing to redirect resources from shareholders to management in the
event that there is a change of control.
Rick, we have said many times that we are prepared to increase our
offer if we have the opportunity to meet with you. We believe there
is a place for your talented team in our organization. But, rather
than endlessly repeating that our offer is for the "wrong company at
the wrong price at the wrong time," I urge you to heed the wishes of
your investors and do what you committed to on the call, namely,
"consider this strategic transaction that will bring significant value
to your shareholders."
Sincerely,
Gary Neale
NiSource Inc. is a holding company with a market capitalization
of approximately $3.6 billion 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. Further information on the company may be
accessed on the Internet at www.nisource.com.
This release is neither an offer to purchase nor a solicitation of
an offer to sell shares of common stock of Columbia Energy Group. Such
offer is made solely by the Offer to Purchase, dated June 25, 1999,
and the related Letter of Transmittal. It is not being made to, and
tenders will not be accepted from, holders of shares of Columbia
common stock in any jurisdiction in which making or accepting such
offer would not comply with law. In any jurisdiction where a licensed
broker or dealer must make such offer, it shall be deemed made on
behalf of NiSource Inc. by Credit Suisse First Boston or other
registered brokers or dealers licensed in such jurisdiction. The offer
may be extended beyond its August 6, 1999 expiration date. Any
extension will be publicly announced no later than 9:00 a.m., New York
City time, on the next business day. This release does not constitute
a solicitation of proxies from Columbia Energy Group's stockholders.
Any such solicitation will be made only by separate proxy materials in
compliance with Section 14(a) of the Securities Exchange Act.
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