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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1/A
(Amendment No. 15)
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. 15 (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 a purchase price of $68 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"), 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) and (a)(2), respectively.
Item 10. Additional Information.
On August 13, 1999, Parent issued i) the "NiSource/Columbia
Straight Talk" communication to shareholders of the Company, ii) the
form of letter from Gary L. Neale, Chairman, President and Chief
Executive Officer fo Parent, to directors of the Company, and iii) the
form of letter 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, which is
included herein as Exhibit (a)(25), (a)(26) and (a)(27), respectively,
and 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.*
(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.*
(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.
(b)(1) Commitment Letter dated June 23, 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.*
_______________
*Previously filed.
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: August 13, 1999
EXHIBIT INDEX
Exhibit
Number Description
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(b)(1) Commitment Letter dated June 23, 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.*
_________________
*Previously filed.
NISOURCE/COLUMBIA
STRAIGHTTALK AUGUST 13, 1999
DEAR COLUMBIA SHAREHOLDER:
Monday's announcement that more than 60 percent of Columbia
shares were tendered is a strong signal to Columbia's board that their
owners want them to discuss our offer.
Coming on the heels of Columbia's announcement of their strategic
plan and enlarged buyback program, we think the tender result is
nothing less than investors' rejection of Columbia's efforts to build
shareholder value. Columbia has dismissed the tender results as not
"particularly significant." We disagree, and thank you for your
support.
In this edition of STRAIGHT TALK, we present additional
information regarding the tender results. We also report on a
significant development on the litigation front and invite you to
visit our new Web site devoted to the transaction.
Our goal continues to be to negotiate a friendly transaction with
Columbia's directors that will provide superior value to both
companies' shareholders. We are fully committed to seeing this process
through to a successful completion and are willing to increase our
offer price if Columbia listens to its owners.
As many of you know, we have extended our tender offer to
midnight EST on October 15, 1999. If you have not already done so,
please tender your shares now to reinforce your message that you want
Columbia to deal seriously with our proposal. For information on how
to tender your shares, please contact our information agent, Innisfree
M&A, at 877-750-5837.
Sincerely,
Gary Neale
Chairman, President, and Chief Executive Officer
NiSource Inc.
[Graphic of Map]
COLUMBIA INVESTORS SPEAK: TENDER MORE THAN 60 PERCENT OF SHARES
Columbia investors tendered 49,638,497 shares, representing more
than 60 percent of Columbia's common shares outstanding, to NiSource's
offer, which was scheduled to expire on August 6. Given the strong
response from Columbia investors, NiSource extended its $68 per share
cash tender offer to midnight EST on October 15, 1999.
The tender was Columbia shareholders' first opportunity to
express their desires directly to the Columbia Board. They want the
board to fulfill its fiduciary obligations and negotiate NiSource's
offer.
As Nelson Woodard of Dreman Value Management told the
INDIANAPOLIS STAR, "Our complaint is the company belongs to
shareholders. For the (Columbia) chairman to continue to say
(NiSource's bid) is a non-event speaks volumes that they think the
company belongs to them. That bothers us."
David Burks of Hilliard Lyons was also quoted in the article. "I
would think, with that kind of percentage, it's not something
(Columbia) can ignore," he said.
NISOURCE TO BEGIN DISCOVERY IN COLUMBIA BUYBACK LAWSUIT
NiSource's efforts in Delaware Chancery Court moved forward last
week when the Court granted expedited discovery in NiSource's
complaint to stop Columbia Energy Group from carrying out its enlarged
share buyback program.
NiSource will begin discovery--the exchange of documents and
deposition of witnesses--promptly in anticipation of a September 21
court hearing. The deposition process will enable NiSource to question
Columbia's management and Board members in depth regarding the motives
behind their actions.
In its complaint, filed on July 24, NiSource asserted that
Columbia's expanded share repurchase plan works to the detriment of
Columbia shareholders and is an illegal defensive measure to hinder
NiSource's tender offer.
According to Delaware law, unless NiSource acquires 85 percent of
Columbia's outstanding shares, it is considerably more difficult to
overcome Columbia board opposition to its acquisition attempt. Because
Columbia's buyback has the potential to retire up to 8.25 percent of
Columbia's common shares, it unlawfully threatens NiSource's efforts.
Meanwhile, progress continues on NiSource's earlier Chancery
court action, filed on June 24 and asking the Court to require
Columbia Energy to reconvene its 1999 annual meeting to permit
stockholders to elect Columbia's fifth Class III director. The case is
in the discovery phase, and a hearing is expected in September.
NISOURCE LAUNCHES NEW "YES2NISOURCE" WEB SITE
NiSource launched a dedicated "Yes2NiSource" web site to provide
a central source of timely and accurate information regarding its
tender offer for Columbia Energy. The site is located at
http://www.yes2nisource.com.
NiSource intends the site to be a "one stop shop" for facts
needed to make an informed judgment about its bid. Useful for both
institutional and individual investors, the site's content includes:
- "Compare NI-CG" - a digest of pertinent financial information,
including a link to NiSource's financial community presentation
about the offer;
- "About the tender offer" - a description of and reasons for
NiSource's bid;
- "FAQ's" - answers to frequently asked questions about the
combination of the two companies;
- "Press releases" and "media tools" - access to NiSource press
releases since the June 7 public disclosure of the company's
offer; a NiSource fact sheet; picture of Chairman, President, and
CEO, Gary Neale; the NiSource logo and video highlights of the
company's 1999 Annual Meeting of Shareholders.
The company's general Web site, http://www.nisource.com, contains
detailed information on NiSource, its subsidiaries, community
involvement, economic development, environmental initiatives,
employment and other topics.
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FOR MORE INFORMATION
CALL DENNIS SENCHAK AT
219-647-6085 OR
VISIT WWW.YES2NISOURCE.COM
OR
WWW.NISOURCE.COM
FOR INFORMATION ABOUT TENDERING
SHARES, CALL INNISFREE M&A AT
877-750-5837
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This newsletter is neither an offer to purchase nor a solicitation of
an offer to sell shares of common stock of Columbia Energy Group.
Such 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.
The offer may be extended beyond its October 15, 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 newsletter 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.
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EXHIBIT 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]
[Letterhead of Gary L. Neale, Chairman,
President and Chief Executive Officer of Parent]
August 13, 1999
Dear
For your information, I am enclosing a copy of a letter that I sent
today to Rick as well as the latest edition of STRAIGHTTALK which is
being sent regularly to Columbia's shareholders. In my letter to Rick
I have asked once again for the opportunity to sit down in a
dispassionate and constructive forum. Sixty percent of the Columbia
Shareholders already believe that we should be doing this.
I would welcome any makeup of this forum, be it Board members,
management or any combination of same.
Let me reiterate, NiSource is fully committed to this acquisition. We
would like to do it sooner, but we are in it for the long haul through
proxy fights if necessary.
Sincerely,
EXHIBIT 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]
[Letterhead of Gary L. Neale, Chairman,
President and Chief Executive Officer of Parent]
August 13, 1999
Mr. Oliver G. Richard III
Chairman, President and Chief Executive Officer
Columbia Energy Group
13880 Dulles Corner Lane, Suite 400
Herndon, VA 20171-4600
Dear Rick:
I tried to call you yesterday to discuss our offer and some thoughts
on how to bring this to a negotiation stage.
As you know, on Monday we announced that over 60% of Columbia's stock
has been tendered into our tender offer, which was scheduled to expire
last Friday, August 6. Given this outstanding response, we have
extended our tender offer on the same terms until October 15,1999,
with the expectation of building on that level of success.
The message from Columbia's shareholders is clear and unequivocal.
They want our two companies to begin negotiations on a business
combination. We have the necessary financing in place, and all of us
at NiSource are fully committed to completing this transaction.
Our goal continues to be to negotiate a friendly merger. I want to
reiterate that we are flexible on issues that may be of concern to you
or your Board, such as price, Board composition, management and
employees.
We again extend to you an invitation to meet with us in a
dispassionate and constructive forum, the composition of which can be
your choice.
Let's try to bring this forum together and create shareholder value
for both companies.
Sincerely,
