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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 42)
COLUMBIA ENERGY GROUP
(NAME OF SUBJECT COMPANY)
COLUMBIA ENERGY GROUP
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.01
(TITLE OF CLASS OF SECURITIES)
197648108
(CUSIP NUMBER OF CLASS OF SECURITIES)
MICHAEL W. O'DONNELL
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
COLUMBIA ENERGY GROUP
13880 DULLES CORNER LANE
HERNDON, VIRGINIA 20171
(703) 561-6000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICE
AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
COPY TO:
NEIL T. ANDERSON, ESQ.
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-4000
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This Amendment No. 42 amends and supplements the Solicitation/
Recommendation Statement on Schedule 14D-9 filed with the Securities and
Exchange Commission on July 6, 1999, and as subsequently amended July 6, 1999,
July 9, 1999, July 12, 1999, July 15, 1999, July 16, 1999, July 20, 1999, July
22, 1999, July 30, 1999, August 3, 1999, August 4, 1999, August 5, 1999, August
6, 1999, August 9, 1999, August 11, 1999, August 12, 1999, August 13, 1999,
August 16, 1999, August 17, 1999, August 19, 1999, August 31, 1999, September 2,
1999, September 3, 1999, September 7, 1999, September 9, 1999, September 10,
1999, September 13, 1999, September 14, 1999, September 15, 1999, September 16,
1999, September 17, 1999, September 20, 1999, September 21, 1999, September 22,
1999, September 23, 1999, September 24, 1999, September 27, 1999, September 28,
1999, September 29, 1999, September 30, 1999 and October 1, 1999 (as so amended,
the "Schedule 14D-9"), by Columbia Energy Group, a Delaware corporation (the
"Company"), relating to the tender offer by NiSource Inc., an Indiana
corporation, to purchase for cash through its wholly-owned subsidiary, CEG
Acquisition Corp., a Delaware corporation, all of the outstanding common shares,
par value $0.01 per share, of the Company (the "Offer"). Capitalized terms used
but not defined herein have the meaning ascribed to them in the Schedule 14D-9.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.
Item 6 is hereby supplemented and amended by adding the following:
On October 1, 1999, pursuant to its previously announced repurchase
program, the Company purchased 20,000 Shares on the open market at a weighted
average price per share of $55.3438.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby supplemented and amended by adding the following:
Exhibit (a)(28) - Text of Newspaper Advertisement scheduled to be
included in the following newspapers: The Munster
Times (Sunday, October 3, 1999); The Ft. Wayne
Journal Gazette News- Sentinel (Sunday, October 3,
1999); The Gary Post-Tribune (Sunday, October 3,
1999); Monticello Herald-Journal (Monday, October 4,
1999); Chesterton Tribune (Monday, October 4, 1999).
Exhibit (a)(29) - Media Advisory Press Release of the Company, dated
October 4, 1999
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
COLUMBIA ENERGY GROUP
By: /s/ Michael W. O'Donnell
---------------------------------------
Name: Michael W. O'Donnell
Title: Senior Vice President and Chief
Financial Officer
Dated: October 4, 1999
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Exhibit List
Exhibit (a)(28) - Text of Newspaper Advertisement scheduled to be included in
the following newspapers: The Munster Times (Sunday, October
3, 1999); The Ft. Wayne Journal Gazette News-Sentinel (Sunday,
October 3, 1999); The Gary Post-Tribune (Sunday, October 3,
1999); Monticello Herald-Journal (Monday, October 4, 1999);
Chesterton Tribune (Monday, October 4, 1999).
Exhibit (a)(29) - Media Advisory Press Release of the Company, dated October 4,
1999.
A MESSAGE TO SHAREHOLDERS OF NISOURCE INC. DOESN'T NISOURCE ALREADY HAVE ENOUGH
PROBLEMS?
Since early June, NiSource Inc.--the parent company of Northern Indiana Public
Service Co. (NIPSCO)-- has been spending millions of dollars in an effort to
acquire Virginia-based Columbia Energy Group in a 1980's-style hostile takeover.
But even as it continues its attempt to build a sprawling energy empire,
NiSource has plenty of problems to keep it occupied.These include:
DECLINING SHAREHOLDER VALUE
Since the start of its hostile takeover attempt, NiSource's stock price has
declined by more than 22 percent, representing a loss of approximately $790
million in market capitalization.* NiSource's stock price has declined by more
than 28 percent since the start of the year and
35 percent from its 52-week high.
DISTURBING ENVIRONMENTAL RECORD
New York State's Attorney General recently announced he intends to sue NiSource
for failing to reduce harmful emissions of sulfur dioxide and nitrogen oxide
from one of its principal coal-fired generating plants. NiSource last year was
ranked as the nation's third "dirtiest" electric utility, based on nitrogen
oxide emission rates, by the Natural Resources Defense Council.
DISGRUNTLED CUSTOMERS
Customers rank NIPSCO "Below Average" for service among electric utility
companies in the Midwest, according to a survey recently published by two
nationally recognized consulting firms. NIPSCO has the highest residential
electric rates of all of Indiana's 42 electric utilities.
DISTRACTED MANAGEMENT
NiSource management is devoting considerable resources to its hostile takeover
attempt, pouring millions of dollars into fees for investment bankers, lawyers
and consultants. NiSource executives have been spending a lot of time traipsing
around Columbia's operating region lately-- apparently hoping to find support
for their hostile actions from regulators, community leaders, journalists and
others.
NISOURCE WON'T SOLVE ITS PROBLEMS BY ADDING DEBT AND DILUTING EARNINGS
Under its latest unsolicited proposal, NiSource would need to borrow at least
$5.6 billion, attempt the largest equity offering ever in the energy utility
industry, and win approvals from numerous state and federal regulators.That's a
tall order--especially since no hostile takeover has ever been successfully
completed in the utility industry. Even if the transaction could be consummated,
it likely would boost NiSource's annual interest expense, dilute its future
earnings and--even by the company's own admission in a recent SEC filing--could
adversely impact its credit ratings. Instead of taking on new problems, NiSource
should end this costly and disruptive effort immediately and begin focusing on
something much more important: serving the needs of its customers and
shareholders. Let NiSource know how you feel. Call the company at 219-853-5200.
*From June 4 to September 29, 1999.
[COLUMBIA ENERGY GROUP LOGO]
For Immediate Release CONTACTS:
October 4, 1999 Columbia Energy Group
Thomas L. Hughes (Financial Community)
703/561-6001
R. A. Rankin, Jr. (News Media)
703/561-6044
Kekst and Company
Michael Freitag (News Media)
212/521-4800
MEDIA ADVISORY:
NEWSPAPER AD ALERTS NISOURCE SHAREHOLDERS
TO IMPACT OF CONTINUED HOSTILE TAKEOVER ATTEMPT
HERNDON, Va., Oct. 4, 1999 -- Columbia Energy Group today announced that,
starting yesterday (Sunday, Oct. 3), a full-page advertisement began appearing
in newspapers in Northern Indiana and adjacent areas, in which shareholders of
NiSource Inc. are alerted to the possible consequences of the company's ongoing
hostile takeover attempt. NiSource is the parent corporation of Northern Indiana
Public Service Company (NIPSCO).
The newspaper ad, the second in a series, notes that NiSource is currently
facing a variety of operational and financial problems even as it continues to
spend millions of dollars on its attempt to acquire Columbia in a 1980s-style
leveraged buyout. Columbia has rejected NiSource's various proposals as
inadequate and not in the best interest of the company or its shareholders.
The ad also notes that:
o NiSource's stock price has declined by more than 22 percent since the
start of its hostile takeover attempt (from June 4 to Sept. 29, 1999).
This represents a loss of approximately $790 million in market
capitalization.
o NiSource is facing a possible lawsuit from the New York State Attorney
General related to harmful emissions from one of its principal
generating plants.
o NiSource last year was ranked as the nation's third "dirtiest" electric
utility by the Natural Resources Defense Council.
o NIPSCO was recently ranked "below average" for customer service among
electric utility companies in the Midwest.
o NIPSCO has the highest residential electric rates of all of Indiana's
42 electric utilities.
The ad concludes: "Instead of taking on new problems, NiSource should end
this costly and disruptive effort immediately and begin focusing on something
much more important: serving the needs of its customers and shareholders."
Columbia's board of directors has determined that NiSource's unsolicited
$68 per share cash tender offer, scheduled to expire on Oct. 15, 1999, is
inadequate and not in the best interest of Columbia or its shareholders. A
number of the leading equity analysts who cover the energy utilities industry
have agreed that NiSource's offer is inadequate.
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Columbia Energy Group, based in Herndon, Va., is one of the nation's
leading energy services companies, with assets of $7.2 billion. Its operating
companies engage in all phases of the natural gas business, including
exploration and production, transmission, storage and distribution, as well as
retail energy marketing, propane and petroleum product sales, and electric power
generation. Information about Columbia Energy Group (NYSE:CG) is available on
the Internet at www.columbiaenergygroup.com.
This press release contains "forward-looking statements" within the meaning
of the Federal securities laws, including statements concerning Columbia's
plans, objectives and expected performance. There can be no assurance that
actual results will not differ materially due to various factors, many of which
are beyond the control of Columbia, including, but not limited to, competition,
the regulatory approval process, weather, supply and demand for natural gas,
electricity, propane and petroleum and changes in general economic conditions.
The safe harbor provisions of the Private Securities Litigation Reform Act with
respect to forward-looking statements are not available to statements made in
connection with a tender offer.
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