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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. 43)
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. 43 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 and October 4,
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 4, 1999, pursuant to its previously announced repurchase
program, the Company purchased 7,000 Shares on the open market at a weighted
average price per share of $55.9643.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby supplemented and amended by adding the following:
Exhibit (a)(30) - Text of Newspaper Advertisement scheduled to be
included in the following newspapers on Tuesday,
October 5, 1999: The Chicago Tribune and The
Indianapolis Star News.
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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: October 5, 1999
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Exhibit List
Exhibit (a)(30) - Text of Newspaper Advertisement scheduled to be included in
the following newspapers on Tuesday, October 5, 1999: The
Chicago Tribune and The Indianapolis Star News.
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]
