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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. 47)
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. 47 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, October 1, 1999, October 4, 1999,
October 5, 1999, October 6, 1999, October 7, 1999 and October 12, 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 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby supplemented and amended by adding the following:
Exhibit (a)(32) - Text of Newspaper Advertisement scheduled to be
included in the following newspapers beginning
October 13, 1999: The Munster Times; The Ft. Wayne
Journal Gazette News-Sentinel; The Gary
Post-Tribune; Monticello Herald-Journal; Chesterton
Tribune; The Indianapolis Star News; and The South
Bend Tribune.
Exhibit (a)(33) - Media Advisory Press Release of the Company, dated
October 13, 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 13, 1999
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Exhibit List
Exhibit (a)(32) - Text of Newspaper Advertisement scheduled to be included in
the following newspapers beginning October 13, 1999: The
Munster Times; The Ft. Wayne Journal Gazette News-Sentinel;
The Gary Post-Tribune; Monticello Herald-Journal; Chesterton
Tribune; The Indianapolis Star News; and The South Bend
Tribune.
Exhibit (a)(33) - Media Advisory Press Release of the Company, dated October 13,
1999.
A MESSAGE TO COMMUNITIES SERVED BY NISOURCE INC.
IS NISOURCE'S COMMITMENT
TO THE ENVIRONMENT
JUST A LOT OF SMOKE?
Since early June, NiSource Inc.--the parent company of Northern Indiana Public
Service Co. (NIPSCO)--has been spending millions of dollars in an attempt to
acquire Virginia-based Columbia Energy Group in a hostile takeover. But even as
it continues its attempt to build a sprawling energy empire, NiSource has plenty
of problems to keep it occupied, including a disturbing environmental record.
Consider these facts:
NIPSCO RANKED THIRD "DIRTIEST" UTILITY IN U.S.
NIPSCO last year was ranked as the third "dirtiest" electric utility in the
United States, based on nitrogen oxide emission rates, by the National Resources
Defense Council. THE NRDC RANKING IS BASED ON DATA COMPILED FROM 838 POWER
COMPANIES ACROSS THE NATION.
NISOURCE IS ON NEW YORK STATE'S HIT LIST
New York State's Attorney General recently announced that 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. MEDIA REPORTS
INDICATE THAT OFFICIALS IN CONNECTICUT, MASSACHUSETTS, NEW HAMPSHIRE AND NEW
JERSEY ARE CONSIDERING JOINING THE SUIT.
NIPSCO MAY BE LINKED TO MERCURY IN INDIANA LAKES
According to a recent study, there is "strong evidence" that NIPSCO's coal-fired
power plants may be "major contributors to mercury contamination" in at least
five large Indiana lakes. The study was sponsored by the National Wildlife
Federation, the Hoosier Environmental Council and other environmental
organizations. THE INDIANA DEPARTMENT OF HEALTH HAS ISSUED WARNINGS FOR MANY
YEARS ABOUT THE DANGER OF EATING FISH FROM THE STATE'S LAKES AND STREAMS DUE TO
MERCURY CONTAMINATION.
SHOULDN'T NISOURCE SPEND ITS TIME AND MONEY
TRYING TO PROTECT YOUR ENVIRONMENT?
NiSource often brags about its commitment to "environmental stewardship." For
example, it recently issued a press release touting its role as a sponsor of "an
environmental effort aimed at restoring and preserving a historic Virginia water
resource." But NiSource has no business operations in Virginia, and it
apparently did little more than contribute some money to a local river festival.
Instead of publicity ploys in states outside its operating territory, shouldn't
NiSource be spending its time and money trying to reduce harmful smokestack
emissions and protecting the welfare of its customers and communities in
Indiana?
We believe NiSource should end its costly and disruptive hostile takeover
attempt immediately and begin focusing on something much more important: serving
the needs of its customers, shareholders and the communities where it operates.
LET NISOURCE KNOW HOW YOU FEEL. CALL THE COMPANY AT 219-853-5200.
[Columbia Energy Group Logo]
For Immediate Release CONTACTS:
October 13, 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 INDIANA COMMUNITIES
TO NISOURCE'S "DISTURBING ENVIRONMENTAL RECORD"
HERNDON, Va., Oct. 13, 1999 -- Columbia Energy Group announced that,
starting today, a full-page advertisement began appearing in newspapers in
Northern Indiana and adjacent areas, in which communities served by NiSource
Inc. are alerted to the possible environmental consequences of that company's
ongoing hostile takeover attempt. NiSource is the parent corporation of Northern
Indiana Public Service Company (NIPSCO).
The newspaper ad, the third in a series, notes that NiSource has "a
disturbing environmental record" -- even though NiSource often touts its
commitment to "environmental stewardship." For example, NiSource recently issued
a press release promoting its role as a sponsor of "an environmental effort
aimed at restoring and preserving a historic Virginia water resource." But
NiSource has no business operations in Virginia, and it apparently did little
more than contribute some money to a local river festival.
"Instead of publicity ploys in states outside its operating territory,"
the ad says, "shouldn't NiSource be spending its time and money trying to reduce
harmful smokestack emissions and protecting the welfare of its customers and
communities in Indiana?"
The ad notes that:
o NIPSCO last year was ranked as the nation's third "dirtiest"
electric utility, based on nitrogen oxide emission rates, by the
Natural Resources Defense Council.
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 There is "strong evidence" that NIPSCO's coal-fired power plants
may be "major contributors to mercury contamination" in at least
five large Indiana lakes, according to a 1999 study by the
National Wildlife Federation, the Hoosier Environmental Council
and other environmental organizations.
- more -
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Although it is currently facing a variety of environmental, operational
and financial problems, NiSource is continuing to spend millions of dollars on
its attempt to acquire Columbia in a hostile takeover. Columbia has rejected
NiSource's various proposals as inadequate and not in the best interest of the
company or its shareholders.
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.
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