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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. 30)
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. 30 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 and September
15, 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 September 15, 1999, pursuant to its previously announced repurchase
program, the Company purchased 10,000 Shares on the open market at a weighted
average price per share of $58.3750.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby supplemented and amended by adding the following:
Exhibit (a)(24) - Press Release of the Company, dated as of September
15, 1999.
Exhibit (a)(25) - Newspaper Advertisement scheduled to be included in
the following newspapers beginning on September 16, 1999: The Chicago
Tribune, The Indianapolis Star News, The Gary Post-Tribune, The South
Bend Tribune, The Times of Northwest Indiana and The Ft. Wayne
News-Sentinel.
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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
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Name: Michael W. O'Donnell
Title: Senior Vice President and Chief Financial
Officer
Dated: September 16, 1999
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Exhibit List
Exhibit (a)(24) - Press Release of the Company, dated as of September
15, 1999.
Exhibit (a)(25) - Newspaper Advertisement scheduled to be included in
the following newspapers beginning on September 16, 1999: The Chicago
Tribune, The Indianapolis Star News, The Gary Post-Tribune, The South
Bend Tribune, The Times of Northwest Indiana and The Ft. Wayne
News-Sentinel.
For Immediate Release CONTACTS:
September 15, 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 CUSTOMERS
TO IMPACT OF CONTINUED HOSTILE TAKEOVER ATTEMPT
HERNDON, Va., Sept. 15, 1999 -- Columbia Energy Group today announced
that, beginning tomorrow (Thursday, Sept. 16), a full-page advertisement will
appear in newspapers in Northern Indiana and adjacent areas in which customers
of Northern Indiana Public Service Company (NIPSCO) are alerted to the possible
consequences of NiSource Inc.'s ongoing hostile takeover attempt. NIPSCO is a
subsidiary of NiSource.
The newspaper ad notes that NiSource is continuing to spend millions of
dollars on its attempt to acquire Columbia in a 1980s-style leveraged buyout,
even though Columbia has repeatedly 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 NIPSCO has the highest residential electric rates of all of
Indiana's 42 electric utilities.
o NIPSCO was recently ranked "below average" for customer service
among electric utility companies in the Midwest.
o NIPSCO has been slow to embrace market competition and freedom of
choice for its customers.
The ad concludes: "You deserve better treatment from your energy
company. NiSource should stop wasting time and money on an expensive, disruptive
and unwanted hostile takeover campaign and start trying to lower rates, improve
service and open its markets to competition. After all, you deserve it!"
A Columbia spokesman said: "We believe it is important for the
customers, shareholders and employees of NIPSCO to understand that the decision
by NiSource management to continue its costly and disruptive hostile takeover
attempt could have serious repercussions in Indiana. NIPSCO customers, who
already have the highest electric rates in all of Indiana, can ill-afford the
billions of dollars of additional debt and millions of dollars of additional
annual interest payments that NiSource would incur in order to complete its
proposed transaction."
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.
This view has been reinforced in recent weeks by many leading equity
analysts. For example, one leading analyst was quoted in the press on Sept. 9 as
follows: "Though NiSource is being aggressive, the
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reality is that, even if they continue this, it's going to be a long and
drawn-out process that is not to the benefit of either group of shareholders."
Columbia Energy Group, based in Herndon, Va., is one of the nation's
leading energy services companies, with 1998 revenues of nearly $6.6 billion and
assets of about $7 billion. Its operating companies engage in all phases of the
natural gas business, including exploration and production, transmission,
storage and distribution, as well as commodities marketing, energy management,
propane sales and electric power generation, sales and trading. 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.
# # #
A MESSAGE TO CUSTOMERS OF
NORTHERN INDIANA PUBLIC SERVICE CO.
Shouldn't NIPSCO Pay More Attention To YOUR Needs?
Since early June, NiSource Inc., the parent company of Northern Indiana Public
Service Co. (NIPSCO), has spent millions of dollars in an attempt to acquire
Virginia-based Columbia Energy Group in a 1980's-style hostile takeover.
NiSource should end this costly and disruptive effort immediately and begin
focusing on something much more important: serving the needs of its customers.
YOU DESERVE LOWER RATES
NIPSCO has, by far, the highest residential electric rates of all of Indiana's
42 electric utilities, according to a recent survey issued by the Indiana
Utility Regulatory Commission. A NIPSCO customer using 1,000 kilowatt hours of
electricity pays $95.22 per month, compared to a statewide average of $65.46.
Instead of pouring millions of dollars into fees for investment bankers, lawyers
and consultants, NiSource should be trying to find ways to lower its high costs
and pass the savings on to you.
YOU DESERVE BETTER SERVICE
According to a recent survey published by two nationally recognized consulting
firms, NIPSCO ranked "below average" for customer service among electric utility
companies in the Midwest. Instead of sponsoring local events and placing
newspaper ads in states where it has no business operations, NiSource's
executives should be spending their time in Indiana trying to find ways to
respond more quickly and effectively to your complaints.
YOU DESERVE FREEDOM TO CHOOSE YOUR ENERGY COMPANY
Other companies across the nation, including Columbia, have embraced market
competition and freedom of choice for their customers. But NiSource refuses to
face the future, desperately clinging to its monopoly mentality.
Instead of trying to build an energy empire stretching from Indiana to
Massachusetts, NiSource should focus its resources on promoting consumer choice
in its existing markets.
You deserve better treatment from your energy company. NiSource should stop
wasting time and money on an expensive, disruptive and unwanted hostile takeover
campaign and start trying to lower rates, improve service and open its markets
to competition.
After all, you deserve it!
[COLUMBIA ENERGY GROUP LOGO]
