========================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
SCHEDULE 14D-1/A
(Amendment No. 22)
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
===================================================
This Amendment No. 22 (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 October 1, 1999, Parent first issued the "Energy News - Oct. 1999"
communications to customers of Northern Indiana Public Service
Company, which are included herein as Exhibit (a)(34) 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.
3
(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.
(a)(16) Press Release issued by Parent on July 14, 1999.
(a)(17) Press Release issued by Parent on July 19, 1999.
(a)(18) Press Release issued by Parent on July 20, 1999.
(a)(19) Form of letter dated July 21, 1999, from Gary L.
Neale, Chairman, President and Chief Executive
Officer of Parent, to directors of the Company.
(a)(20) Form of letter dated July 26, 1999, from Gary L.
Neale, Chairman, President and Chief Executive
Officer of Parent, to stockholders of the Company.
(a)(21) "NiSource/Columbia StraightTalk" communication to
stockholders of the Company issued by Parent on
July 26, 1999.
(a)(22) Information published by Parent on July 30, 1999,
available via the Internet at
http://www.yes2nisource.com.
(a)(23) Press Release issued by Parent on July 30, 1999.
(a)(24) Press Release issued by Parent on August 9, 1999.
(a)(25) "NiSource/Columbia StraightTalk" communication to
stockholders of the Company issued by Parent on
August 13, 1999.
(a)(26) Form of letter dated August 13, 1999, from Gary L.
Neale, Chairman, President and Chief Executive
Officer of Parent, to directors of the Company.
(a)(27) Form of letter dated August 13, 1999, from Gary L.
Neale, Chairman, President and Chief Executive
Officer of Parent, to Oliver G. Richard III,
Chairman, President and Chief Executive Officer of
the Company.
4
(a)(28) Form of letter dated August 26, 1999, from Gary L.
Neale, Chairman, President and Chief Executive
Officer of Parent, to stockholders of the Company.
(a)(29) Opinion/editorial articles by Gary L. Neale,
Chairman, President and Chief Executive Officer of
Parent, submitted to various newspapers on
September 9, 1999.
(a)(30) Opinion/editorial articles by Gary L. Neale,
Chairman, President and Chief Executive Officer of
Parent, submitted to various newspapers on
September 10, 1999.
(a)(31) Opinion/editorial article by Gary L. Neale,
Chairman, President and Chief Executive Officer of
Parent, submitted to The Appalachian News-Express
on September 13, 1999.
(a)(32) Opinion/editorial article by Gary L. Neale,
Chairman, President and Chief Executive Officer of
Parent, submitted to The Winchester Sun on
September 14, 1999.
(a)(33) Form of Letter dated September 23, 1999, from Gary
L. Neale, Chairman, President and Chief Executive
Officer of Parent, to officers, directors and
managers of Parent.
(a)(34) "Energy News - Oct. 1999" communication to
customers of Northern Indiana Public Service
Company first issued by Parent on October 1,
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.
5
(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.
(g)(4) Complaint in NiSource Inc., NiSource Capital
Markets Inc. and CEG Acquisition Corp. vs.
Columbia Energy Group et al., Delaware Chancery
Court, New Castle County.
_______________
*Filed herewith.
6
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: October 1, 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(a)(18) Press Release issued by Parent on July 20, 1999.
11(a)(19) Form of letter dated July 21, 1999, from Gary L. Neale,
Chairman, President and Chief Executive Officer of
Parent, to directors of the Company.
11(a)(20) Form of letter dated July 26, 1999, from Gary L. Neale,
Chairman, President and Chief Executive Officer of
Parent, to stockholders of the Company.
11(a)(21) "NiSource/Columbia StraightTalk" communication to
stockholders of the Company issued by Parent on July
26, 1999.
11(a)(22) Information published by Parent on July 30, 1999,
available via the Internet at
http://www.yes2nisource.com.
11(a)(23) Press Release issued by Parent on July 30, 1999.
11(a)(24) Press Release issued by Parent on August 9, 1999.
11(a)(25) "NiSource/Columbia StraightTalk" communication to
stockholders of the Company issued by Parent on August
13, 1999.
11(a)(26) Form of letter dated August 13, 1999, from Gary L.
Neale, Chairman, President and Chief Executive Officer
of Parent, to directors of the Company.
11(a)(27) Form of letter dated August 13, 1999, from Gary L.
Neale, Chairman, President and Chief Executive Officer
of Parent, to Oliver G. Richard III, Chairman,
President and Chief Executive Officer of the Company.
11(a)(28) Form of letter dated August 26, 1999, from Gary L.
Neale, Chairman, President and Chief Executive Officer
of Parent, to stockholders of the Company.
11(a)(29) Opinion/editorial articles by Gary L. Neale, Chairman,
President and Chief Executive Officer of Parent,
submitted to various newspapers on September 9, 1999.
11(a)(30) Opinion/editorial articles by Gary L. Neale, Chairman,
President and Chief Executive Officer of Parent,
submitted to various newspapers on September 10, 1999.
11(a)(31) Opinion/editorial article by Gary L. Neale, Chairman,
President and Chief Executive Officer of Parent,
submitted to The Appalachian News-Express on September
13, 1999.
11(a)(32) Opinion/editorial article by Gary L. Neale, Chairman,
President and Chief Executive Officer of Parent,
submitted to The Winchester Sun on September 14, 1999.
11(a)(33) Form of Letter dated September 23, 1999, from Gary L.
Neale, Chairman, President and Chief Executive Officer
of Parent, to officers, directors and managers of
Parent.
11(a)(34) "Energy News - Oct. 1999" communication to customers of
Northern Indiana Public Service Company first issued by
Parent on October 1, 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.
11(g)(4) Complaint in NiSource Inc., NiSource Capital Markets
Inc. and CEG Acquisition Corp. vs. Columbia Energy
Group et al., Delaware Chancery Court, New Castle
County.
_________________
*Filed herewith.
EXHIBIT 11(a)(34)
[For distribution to residential customers]
ENERGY NEWS OCT. 1999 [Graphic - NIPSCO Logo]
[Graphic - Photos of Consumers making choices]
YOU THINK LONG AND HARD ABOUT MANY CHOICES . . .
[Graphic - Photos of Consumers making choices]
What kind of car will you buy,
which stock investments are
right for your needs, which
fabrics and paints will be
best for your decorating needs
. . . this list goes on and
on.
THE QUESTION IS, ARE YOU SPENDING ENOUGH TIME THINKING ABOUT YOUR
NATURAL GAS SUPPLIER?
[Graphic - Photos of Consumers making choices]
NIPSCO is offering you the opportunity to choose
who supplies your natural gas through a program
called NIPSCO Choice. NIPSCO Choice makes it
possible for you to compare prices, billing
options and additional services to determine which
natural gas supplier is right for you.
With cooler weather quickly approaching your usage
of natural gas will most likely increase. This is
the perfect time to compare your options to ensure
you are making the most of the opportunity NIPSCO
Choice provides. You think long and hard about
which computer and appliances you will buy. Now
you can give the same consideration to the choices
available for natural gas supply, while taking
comfort in knowing that NIPSCO will continue to
deliver the natural gas to your home, provide 24-
hour customer service and quick response to all
gas emergencies. The benefit of choice with the
dependable service you've come to know and trust .
. . that's opportunity.
[NIPSCO Choice Logo]
Participating in NIPSCO Choice is easy. Simply
contact the qualified suppliers to receive
information about services and pricing options.
If you would like to compare what you currently
pay NIPSCO to what a supplier will charge, refer
to your new NIPSCO bill for gas supply charge
information.
[Graphic - Photos of Consumers making choices]
SPECIAL NOTE: BEGINNING IN OCTOBER, NIPSCO
CUSTOMERS WILL BE RECEIVING AN UPDATED MONTHLY
STATEMENT. SEE THE ENCLOSED INSERT FOR MORE
INFORMATION.
ADDITIONAL INFORMATION
[Graphic of NIPSCO Web Site]
Please visit our Web site at www.nipsco.com. Here
you will find links to all the qualified suppliers
as well as the most updated information on this
exciting opportunity. To learn more about
NiSource's offer to acquire Columbia Energy Group
visit our special Web site at
www.yes2nisource.com.
Call us at 1-800-1-NIPSCO to speak with a NIPSCO
customer service representative or contact the
Indiana Office of Utility Consumer Counselor
(OUCC) at 1-888-441-2495 with questions. The OUCC
represents the interests of Indiana consumers in
matters related to utility services.
TAKE TIME TO CONSIDER ALL OF YOUR NATURAL GAS
OPTIONS... CONSIDER NIPSCO CHOICE TODAY!
___________________
YOU'VE GOT
OUR NUMBER
24-hour customer service
1-800-4-NIPSCO
(1-800-454-7726)
Gas leak emergencies
1-800-634-3524
TTY/TDD (hearing impaired)
1-800-635-0952
Energy theft
1-800-548-3401
All calls are confidential
Call before you dig
1-800-382-8544
Our Mailing Address
NIPSCO
801 E. 86TH AVENUE
MERRILLVILLE, IN 46410
http://www.nipsco.com
REMEMBER . . . STAYING WITH NIPSCO IS ALSO A
CHOICE. IF YOU DECIDE NOT TO SWITCH, YOU DON'T
NEED TO DO ANYTHING.
[For distribution to small business customers]
ENERGY NEWS OCT. 1999 [Graphic - NIPSCO Logo]
[Graphic - Photos of Small Business Owners]
YOU THINK LONG AND HARD ABOUT MANY CHOICES YOU MAKE FOR YOUR BUSINESS...
[Graphic - Photos of Small Business Owners]
What suppliers will you use,
how many new supplies should
you order, what can you do to
improve your bottom line . . .
[Graphic - Photos of Small Business Owners]
THE QUESTION IS, ARE YOU SPENDING ENOUGH TIME THINKING ABOUT YOUR
NATURAL GAS SUPPLIER?
NIPSCO is offering you the opportunity to choose
who supplies the natural gas to your business
through a program called NIPSCO Choice. NIPSCO
Choice makes it possible for you to compare
prices, billing options and additional services to
determine which natural gas supplier is right for
you.
What better time than now to compare and perhaps
save on the expenses of your business? This is
the perfect time to compare your options to ensure
you are making the most of the opportunity NIPSCO
Choice provides. You think long and hard about
who will supply many of other needs of your
business. Now you can give the same consideration
to the choices available for natural gas supply,
while taking comfort in knowing that NIPSCO will
continue to deliver the natural gas to your
business, provide 24-hour customer service and
quick response to all gas emergencies. The
benefit of choice with the dependable service
you've come to know and trust . . . that's
opportunity.
[NIPSCO Choice Logo]
Participating in NIPSCO Choice is easy. Simply
contact the qualified suppliers to receive
information about the services and pricing
options. If you would like to compare what you
currently pay NIPSCO to what a supplier will
charge, refer to your new NIPSCO bill for gas
supply charge information.
[Graphic - Photos of Small Business Owners]
SPECIAL NOTE: BEGINNING IN OCTOBER, NIPSCO
CUSTOMERS WILL BE RECEIVING AN UPDATED MONTHLY
STATEMENT. SEE THE ENCLOSED INSERT FOR MORE
INFORMATION.
ADDITIONAL INFORMATION
[Graphic of NIPSCO web site]
Please visit our Web site at www.nipsco.com. Here
you will find links to all the qualified suppliers
as well as the most updated information on this
exciting opportunity. To learn more about
NiSource's offer to acquire Columbia Energy Group
visit our special Web site at www.yes2nisource.com.
Call us at 1-800-1-NIPSCO to speak with a NIPSCO
customer service representative or contact the
Indiana Office of Utility Consumer Counselor
(OUCC) at 1-888-441-2495 with questions. The OUCC
represents the interests of Indiana consumers in
matters related to utility services.
TAKE TIME TO CONSIDER ALL OF YOUR NATURAL GAS
OPTIONS... CONSIDER NIPSCO CHOICE TODAY!
___________________
YOU'VE GOT
OUR NUMBER
24-hour customer service
1-800-4-NIPSCO
(1-800-454-7726)
Gas leak emergencies
1-800-634-3524
TTY/TDD (hearing impaired)
1-800-635-0952
Energy theft
1-800-548-3401
All calls are confidential
Call before you dig
1-800-382-8544
Our Mailing Address
NIPSCO
801 E. 86TH AVENUE
MERRILLVILLE, IN 46410
http://www.nipsco.com
REMEMBER . . . STAYING WITH NIPSCO IS ALSO A
CHOICE. IF YOU DECIDE NOT TO SWITCH, YOU DON'T
NEED TO DO ANYTHING.
