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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1/A
(Amendment No. 30)
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)
--------------------------------
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. 30 (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 an amended purchase price of $74 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"), as amended and supplemented by
the Supplement thereto, dated October 18, 1999, 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), (a)(38) and (a)(39), respectively.
2
Item 5. Purpose of the Tender Offer and Plans or Proposals of
the Bidder
Item 5 of the Schedule 14D-1 is hereby amended and
supplemented as follows:
On November 11, 1999, Parent issued a press release
announcing that it has extended the period during which the Offer
will remain open to 12:00 Midnight, New York City time, on
December 10, 1999. Accordingly, the Expiration Date shall be
12:00 Midnight, New York City time, on December 10, 1999 unless
the Expiration Date is further amended. The full text of the
press release is set forth in Exhibit 11(a)(51) and is
incorporated herein by reference.
Item 10. Additional Information.
Item 10(f) of the Schedule 14D-1 is hereby amended and
supplemented as follows:
The information provided in this Amendment No. 30 under Item
5 is 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.
3
(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.
(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.
4
(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.
(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.
5
(a)(35) Materials made available by Parent at a
meeting among officials of Parent, officials
of the Kentucky Public Service Commission and
members of the public on October 5, 1999.
(a)(36) Letter dated October 5, 1999, from Gary L.
Neale, Chairman, President and Chief
Executive Officer of Parent, to shareholders
of the Company.
(a)(37) Letter dated October 18, 1999, from Gary L.
Neale, Chairman, President and Chief
Executive Officer of Parent, to shareholders
of the Company.
(a)(38) Supplement to the Offer to Purchase, dated
October 18, 1999.
(a)(39) Letter of Transmittal.
(a)(40) Letter dated October 18, 1999, to be sent by
brokers, dealers, commercial banks, trust
companies and other nominees to their
clients.
(a)(42) Notice of Guaranteed Delivery.
(a)(43) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a)(44) Press Release issued by Parent on October 17,
1999.
(a)(45) Letter dated October 18, 1999, from Credit
Suisse First Boston and Barclays Bank, PLC,
to the directors of the Company.
(a)(46) Materials made available by Parent to
analysts at a meeting among officers and
representatives of Parent and analysts on
October 18, 1999.
(a)(47) Text of advertisement appearing in various
newspapers beginning on October 19, 1999,
issued by Parent on October 19, 1999.
(a)(48) Press Release issued by Parent on October 19,
1999.
(a)(49) Testimony of Parent before the Ohio House
Public Utilities Committee delivered on
October 19, 1999.
(a)(50) Letter dated October 19, 1999, from directors
of Parent to the directors of the Company.
6
(a)(51) Press Release issued by Parent on November
11, 1999.*
(b)(1) Commitment Letter dated June 23, 1999 to
Parent from Credit Suisse First Boston and
Barclays Bank PLC.
(b)(2) Amended and Restated Commitment Letter dated
October 15, 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.
(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.
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*Filed herewith.
7
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: November 12, 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,
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(a)(35) Materials made available by Parent at a meeting
among officials of Parent, officials of the
Kentucky Public Service Commission and members of
the public on October 5, 1999.
11(a)(36) Letter dated October 5, 1999, from Gary L. Neale,
Chairman, President and Chief Executive Officer of
Parent, to shareholders of the Company.
11(a)(37) Letter dated October 18, 1999, from Gary L. Neale,
Chairman, President and Chief Executive Officer
of Parent, to shareholders of the Company.
11(a)(38) Supplement to the Offer to Purchase, dated October
18, 1999.
11(a)(39) Letter of Transmittal.
11(a)(40) Letter dated October 18, 1999, to be sent by
brokers, dealers, commercial banks, trust
companies and other nominees to their clients.
11(a)(42) Notice of Guaranteed Delivery.
11(a)(43) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
11(a)(44) Press Release issued by Parent on October 17,
1999.
11(a)(45) Letter dated October 18, 1999, from Credit Suisse
First Boston and Barclays Bank, PLC, to the
directors of the Company.
11(a)(46) Materials made available by Parent to analysts at
a meeting among officers and representatives of
Parent and analysts on October 18, 1999.
11(a)(47) Text of advertisement appearing in various
newspapers beginning on October 19, 1999, issued
by Parent on October 19, 1999.
11(a)(48) Press Release issued by Parent on October 19,
1999.
11(a)(49) Testimony of Parent before the Ohio House Public
Utilities Committee delivered on October 19,
1999.
11(a)(50) Letter dated October 19, 1999, from directors of
Parent to the directors of the Company.
11(a)(51) Press Release issued by Parent on November 11,
1999.*
11(b)(1) Commitment Letter dated June 23, 1999 to Parent
from Credit Suisse First Boston and Barclays Bank
PLC.
11(b)(2) Amended and Restated Commitment Letter dated
October 15, 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.
<PAGE>
Exhibit 11(a)(51)
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NISOURCE EXTENDS TENDER OFFER FOR COLUMBIA ENERGY UNTIL
DECEMBER 10, 1999
MERRILLVILLE, IND., November 11 - NiSource Inc. [NYSE: NI] today
announced that it has extended its tender offer for all of the
outstanding common stock of Columbia Energy Group [NYSE: CG]
until Midnight EST on Friday, December 10, 1999.
Gary Neale, chairman, president and chief executive officer of
NiSource, said, "We have been invited to enter the process
established by the Columbia board. Therefore, we decided to
extend our tender offer prior to the date many shareholders would
tender their shares into our offer. We look forward to sitting
down with the board and management of Columbia and remain
confident that the NiSource offer is the most compelling
opportunity for Columbia and all its constituencies."
NiSource Inc. is a holding company with a market capitalization
of approximately $2.6 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. Further information on the
company's offer for Columbia may be found on the Internet at
www.yes2nisource.com and about the company at www.nisource.com.
This release is neither an offer to purchase nor a solicitation
of an offer to sell shares of common stock of Columbia Energy
Group. Such a offer is made solely by the Offer to Purchase,
dated June 25, 1999, as amended, and the related Letter of
Transmittal. It is not being made to, and tenders will not be
accepted from, holders of shares of Columbia common stock in any
jurisdiction in which making or accepting such offer would not
comply with law. In any jurisdiction where a licensed broker or
dealer must make such offer, it shall be deemed made on behalf of
NiSource Inc. by Credit Suisse First Boston or other registered
brokers or dealers licensed in such jurisdiction. As of the close
of business on Wednesday, November 10, 1999, Columbia Energy
Group [NYSE: CG] shareholders have tendered 30,806,511 shares
pursuant to NiSource's tender offer. The offer may be extended
beyond its December 10, 1999 expiration date. Any extension will
be publicly announced no later than 9:00 a.m., New York City
time, on the next business day. This release does not constitute
a solicitation of proxies from Columbia Energy Group's
stockholders. Any such solicitation will be made only by
separate proxy materials in compliance with Section 14(a) of the
Securities Exchange Act.
INVESTOR CONTACT: MEDIA CONTACT:
NiSource Inc. NiSource Inc.
Dennis Senchak Maria Hibbs
(219) 647-6085 (219) 647-6201
Abernathy MacGregor Frank
Joele Frank/Dan Katcher
(212) 371-5999
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