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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. 3)
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. 3 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
and July 9, 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.
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)(7) - Text of Message to Employees of the Company.
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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/ PATRICIA A. HAMMICK
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Name: Patricia A. Hammick
Title: Senior Vice President,
Strategy and
Communications
Dated: July 12, 1999
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Exhibit List
Exhibit (a)(7) - Text of Message to Employees of the Company.
Exhibit (a)(7)
Dear Columbia Colleagues,
In the next few days, Columbia employees who are Thrift Plan participants should
be receiving a mailing containing an unsolicited tender offer from CEG
Acquisition Corp, a wholly owned subsidiary of NiSource Inc. that is not
affiliated with Columbia Energy Group, for all outstanding shares of common
stock of Columbia Energy Group for $68 per share in cash.
You also will receive a mailing from Columbia Energy Group regarding Columbia's
board of directors determination that the NiSource tender offer is inadequate
and not in the best interests of Columbia or its shareholders. I described the
background of that determination, and enclosed the press release announcing the
board's determination in a communication to you on July 6. A copy of the release
is on Columbia's website at www.columbiaenergygroup.com.
As I said in my letter to you on July 6, the board made its determination after
careful deliberation. Columbia's directors reviewed reports from management and
outside legal and financial advisors, including "inadequacy opinions" from each
of our co-financial advisors, Morgan Stanley Dean Witter and Salomon Smith
Barney Inc.
BASED ON THE BOARD'S DETERMINATION, WE ARE ADVISING ALL OF OUR SHAREHOLDERS--A
GROUP THAT INCLUDES MANY OF YOU--TO REJECT NISOURCE'S HOSTILE TAKEOVER ATTEMPT
AND NOT TENDER ANY SHARES TO NISOURCE.
If you do not receive Columbia's materials, or have any questions or need any
assistance about the tender offer, contact our investor relations staff at (703)
561-6002, or MacKenzie Partners, Columbia's information agent regarding the
tender offer, at 1-800-322-2885.
Thanks for your continuing interest and support.
