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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1/A
(Amendment No. 1)
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
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This Amendment No. 1 (this "Amendment") amends and supplements the
Tender Offer Statement on Schedule 14D-1 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.
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Item 10. Additional Information.
On June 28, 1999, Parent issued i) the form of letter from Gary L.
Neale, Chairman, President and Chief Executive Officer of Parent, to
investors of the Company, and ii) a press release relating to litigation
matters, which are included herein as Exhibits (a)(9) and (a)(10),
respectively, 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.
(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.*
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*Previously filed.
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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/ Stephen P. Adik
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Name: Stephen P. Adik
Title: Vice President
NISOURCE INC.
By: /s/ Stephen P. Adik
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Name: Stephen P. Adik
Title: Chief Financial Officer
Dated: June 28, 1999
EXHIBIT INDEX
Exhibit
Number Description
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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,
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(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.*
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*Previously filed.
EXHIBIT (a)(9)
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[Form of letter dated June 28, 1999 from Gary L. Neale,
Chairman, President and Chief Executive Officer of
Parent, to investors of the Company]
Letterhead of Gary L. Neale, Chairman, President
and Chief Executive Officer of Parent]
June 28, 1999
Dear :
As you know, this week, NiSource announced its tender* for Columbia
Energy Group. We did this to help provide you with a public opportunity to
express your opinion to the Columbia Board.
Tendering immediately is a no-cost, no-risk, fully reversible, way to
tell the Columbia Board to sit down and negotiate.
We are willing to increase our price if Columbia cooperates by quickly
negotiating a definitive merger agreement. The faster we can get to a
merger agreement, the sooner the shareholders will get their money.
A Columbia/NiSource merger is a win for the shareholders of both
companies. To get the job done, though, I need your help! Send in your
tender quickly -- and you will help send a message to the Columbia Board
that can't be ignored.
Please call me with any questions or concerns. In addition, our
information agent, Innisfree M&A, will be available to help you tender
your shares. They can be reached at (877) 750-5837.
Thank you for your help and support.
Sincerely,
*CEG Acquisition Corp. and NiSource Inc. have commenced a Tender Offer
to purchase all outstanding shares of common stock, $.01 par value per
share, of Columbia Energy Group at a price of $68 per share, net to the
seller in cash, without interest thereon, upon and subject to the
conditions set forth in the Offer to Purchase, dated June 25, 1999, and
the related Letter of Transmittal. The currently scheduled expiration
date is 12:00 midnight, New York City time, on August 6, 1999. CEG
Acquisition Corp. may extend the offer by giving written notice of
extension to the depositary, which, as described in the Offer to
Purchase, will be publicly announced no later than 9:00 a.m., New York
City time, on the next business day.
EXHIBIT (a)(10)
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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
DELAWARE CHANCERY COURT ORDERS AN ACCELERATED
SCHEDULE IN NISOURCE LAWSUIT
Merrillville, Ind., June 28, 1999 - NiSource Inc. (NYSE: NI)
today announced that the Chancery Court of Delaware has ordered that a
case seeking to compel Columbia Energy Group to reopen its 1999 annual
meeting is "to proceed on a more accelerated schedule" than the
court's rules otherwise provide. The Court directed Columbia to file
an answer to the complaint in the next two weeks.
Thereafter, the Court directed that discovery proceed over
the next 30 days. At the close of discovery, the Court ordered that
briefs be filed on an expedited schedule where opening briefs are due
14 days after the close of discovery, answering briefs are due 14 days
thereafter, and, finally, reply briefs are due seven days from that
point. Oral arguments on this matter will be scheduled shortly
thereafter.
In a lawsuit filed on June 24, NiSource is seeking relief to
require Columbia Energy to reconvene its 1999 annual meeting of
stockholders for the purpose of electing one more director in
conformance with Columbia s certificate of incorporation and by-laws.
Only four directors were elected at the meeting, even though five
directors were required to be elected to maintain the minimum number
of directors dictated by the certificate and by-laws.
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.
NiSource Inc. and CEG Acquisition Corp. have commenced a Tender
Offer to purchase all outstanding shares of common stock of Columbia
Energy Group at a price of $68 per share in cash. The Tender Offer is
subject to the terms and conditions set forth in the Offer to
Purchase, dated June 25, 1999, and the related Letter of Transmittal,
as each may be amended from time to time. The currently scheduled
expiration date is August 6, 1999. The Tender Offer may be extended,
and any extension will be publicly announced no later than 9:00 a.m.,
New York City time, on the next business day.
