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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
SCHEDULE 14D-1/A
(Amendment No. 5)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
____________________
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)
____________________
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
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This Amendment No. 5 (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 12, 1999, Parent first mailed copies of a letter from
Gary L. Neale, Chairman, President and Chief Executive Officer of
Parent, to shareholders of Parent, in the form included herein as Exhibit
(a)(14) and incorporated herein by reference.
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.
3
(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 12, 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(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.
EXHIBIT 11(a)(14)
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[Form of letter dated July 12, 1999 from Gary L. Neale,
Chairman, President and Chief Executive Officer of Parent,
to shareholders of Parent]
[Letterhead of Gary L. Neale, Chairman,
President and Chief Executive Officer of Parent]
July 12, 1999
Dear NiSource Shareholder:
I am writing to update you on the progress of our $68 cash tender
offer for Columbia Energy Group, which we announced on Thursday, June
24.
We believe the acquisition of Columbia will create substantial
value for you, the NiSource shareholder. As evidenced by our
inclusion in Fortune magazine's recent 10-year rankings of companies
producing the most value for shareholders, we have been committed to
and successful in growing shareholder value from both regulated and
non-regulated businesses. We believe this acquisition will enable us
to grow earnings per share at more than 12 percent per year, primarily
from core businesses, further enhancing shareholder value.
Our analysis shows this transaction will be accretive - that is,
it will increase our earnings in the first 12 months without
operational synergies - and will add substantially to earnings in
later years. Our current analysis shows this transaction providing
$0.01 accretion in the first year, $0.12 in the second, and more in
subsequent years. Additionally, the credit rating agencies, S&P,
Moody's and Duff & Phelps, have affirmed that our post-acquisition
pro forma debt will be investment grade and in line with other similar
companies.
The acquisition of Columbia is also in line with our strategy of
developing a natural gas distribution corridor from Chicago to New
England. We have proven our ability to compete in this industry. The
combination will make NiSource a super-regional energy powerhouse,
with abilities to transport and store natural gas and to profitably
take advantage of weather patterns in ways not possible today. At the
same time, our larger asset base will allow us to reap larger savings
by sharing services used by all parts of the NiSource family.
For these reasons, we are strongly committed to completing this
transaction and are confident that we will prevail at the end of the
day. Although Columbia's management and board have repeatedly
stonewalled us, their shareholders have shown overwhelming support for
our proposal.
As Columbia shareholders continue to express their support for
our offer to their board, we believe that CEO Rick Richard and his
fellow directors will decide to enter into negotiations with us. With
a negotiated, definitive agreement in place, the regulatory approval
process could be completed in six to nine months - a timetable very
similar to that of Dominion/CNG, which involves many of the same
states and regulatory bodies.
If Columbia refuses to cooperate, we will continue to take all
necessary steps to secure regulatory approvals on our own, although it
will take up to 12 to 18 months, depending upon how much Columbia
obstructs the process.
Having said all of the above, be assured we will do nothing to
jeopardize our track record of growth in shareholder value. We will
keep you apprised of developments as the tender progresses. In the
meantime, I believe that you, as a NiSource shareholder, are in a
terrific position to benefit from the changes taking place in our
industry. I thank you for your continued support, and I encourage you
to contact me with your thoughts and questions.
Sincerely,
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This letter contains forward-looking statements as defined in Section
21E of the Securities Exchange Act of 1934, including statements about
future business operations and financial performance. These
statements involve risks and uncertainties inherent in business
forecasts, and actual results could differ materially from those
indicated in these statements. A number of these risks and
uncertainties are discussed in NiSource's Form 10-Q Quarterly Report
filed with the Securities and Exchange Commission on May 14, 1999.
This letter 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 the 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 extention will be
publicly announced no later than 9:00 a.m., New York City time, on the
next business day. This letter 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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