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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. 53)
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. 53 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, October 12, 1999, October 13,
1999, October 14, 1999, October 18, 1999, October 25, 1999, October 26, 1999 and
October 10, 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 8. ADDITIONAL INFORMATION TO BE FURNISHED.
On October 25, 1999, the Company, NiSource and the shareholder
plaintiffs agreed to a standstill on discovery in both the federal and state
court actions brought by NiSource and the shareholder plaintiffs against the
Company. The parties also agreed to ask the Chancery Court to vacate the
December 9, 1999 preliminary injunction hearing.
Additionally, Salomon Smith Barney has removed the word "solely" from
the penultimate paragraph of its opinion regarding the inadequacy of the Revised
Offer. The opinion of Salomon Smith Barney, as so revised, is attached hereto as
Exhibit (a)(41).
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby supplemented and amended by adding the following:
Exhibit (a)(41) - Revised Opinion of Salomon Smith Barney, dated
October 22, 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: November 12, 1999
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Exhibit List
Exhibit (a)(41) - Revised Opinion of Salomon Smith Barney, dated October
22, 1999.
Exhibit (a)(41)
[Letterhead of Salomon Smith Barney Inc.]
October 22, 1999
Board of Directors
Columbia Energy Group
13880 Dulles Corner Lane
Herndon, VA
Ladies and Gentlemen:
You have requested our opinion as to the adequacy, from a financial
point of view, to the holders of common stock, par value $0.01 per share
("Company Common Stock"), of Columbia Energy Group (the "Company") of the tender
offer of CEG Acquisition Corp. ("Subsidiary"), a wholly owned subsidiary of
NiSource Inc. ("NI"), to purchase all of the issued and outstanding shares of
Company Common Stock, other than shares of Company Common Stock owned by NI and
its affiliates, for $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, as amended and supplemented as of October 18,
1999 (the "Offer to Purchase"), and the related Letter of Transmittal (which
together with the Offer to Purchase constitutes the "Offer"). The terms of the
Offer are more fully set forth in the Schedule 14D-1, as amended and
supplemented as of October 18, 1999 (the "Schedule 14D-1"), filed by Subsidiary
and NI with the Securities and Exchange Commission on June 25, 1999.
In connection with rendering our opinion, we have reviewed and
analyzed, among other things, the following: (i) certain publicly available
information concerning the Company; (ii) certain internal information, primarily
financial in nature, including projections, concerning the business and
operations of the Company, furnished to us by the Company for purposes of our
analysis; (iii) certain publicly available information concerning the trading
of, and the trading market for, Company Common Stock; (iv) certain publicly
available information concerning NI; (v) certain publicly available information
with respect to certain other companies that we believe to be comparable to the
Company and the trading markets for certain of such other companies' securities;
(vi) the Offer to Purchase and the Schedule 14D-1; and (vii) a report from the
Ryder Scott Company dated January 27, 1999 regarding the reserves, future
production and income and certain leasehold and royalty interests of Columbia
Natural Resources Corporation (the "Ryder Scott Report"); and (viii) certain
publicly available information concerning the nature and terms of certain other
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transactions that we consider relevant to our inquiry. We further have
considered such other information, financial studies, analyses, investigations
and financial, economic and market criteria that we deemed relevant. We also
have met with certain officers and employees of the Company to discuss the
foregoing as well as other matters that we believe relevant to our inquiry.
In our review and analysis and in arriving at our opinion, we have
assumed and relied upon the accuracy and completeness of all of the financial
and other information provided to us or publicly available and have neither
attempted independently to verify nor assumed any responsibility for verifying
any of such information and have further relied upon the assurances of
management of the Company that they are not aware of any facts that would make
any of such information inaccurate or misleading. We have not conducted a
physical inspection of any of the properties or facilities of the Company, nor
have we made or obtained or assumed any responsibility for making or obtaining
any independent evaluations or appraisals of any of such properties or
facilities, nor have we been furnished with any such valuations or appraisals;
however, we have reviewed the Ryder Scott Report and have relied without
independent verification upon such report for purposes of this opinion. With
respect to financial projections, we have been advised by the management of the
Company and have assumed that they were reasonably prepared and reflect the best
currently available estimates and judgment of the management of the Company as
to the future financial performance of the Company and we express no view with
respect to such projections or the assumptions on which they were based.
In conducting our analysis and arriving at our opinion as expressed
herein, we have considered such financial and other factors as we have deemed
appropriate under the circumstances including, among others, the following: (i)
the historical and current financial position and results of operations of the
Company; (ii) the business prospects of the Company; (iii) the historical and
current market for Company Common Stock and for the equity securities of certain
other companies that we believe to be comparable to the Company; and (iv) the
nature and terms of certain other merger transactions that we believe to be
relevant. We have also taken into account our assessment of general economic,
market and financial conditions as well as our experience in connection with
similar transactions and securities valuation generally. Our opinion necessarily
is based upon conditions as they exist and can be evaluated on the date hereof,
and we assume no responsibility to update or revise our opinion based upon
circumstances or events occurring after the date hereof. Our opinion is, in any
event, limited to the adequacy, from a financial point of view, of the Offer to
the holders of Company Common Stock. Our opinion is not intended to be and shall
not constitute a recommendation to any holder of Company Common Stock as to
whether to tender shares of Company Common Stock pursuant to the Offer.
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We have acted as financial advisor to the Company in connection with
the Offer and will receive a fee for such services. In addition, in the ordinary
course of business, we and our affiliates may actively trade the securities of
the Company and NI for our own account and for the accounts of customers and,
accordingly, may at any time hold a long or short position in such securities.
We and our affiliates (including Citigroup Inc.) may have other business
relationships with the Company or NI.
This opinion is intended for the benefit and use of the Company
(including the management and directors of the Company) in considering the
transaction to which it relates and may not be used for any other purpose or
reproduced, disseminated, quoted or referred to at any time, in any manner or
for any purpose, without the prior written consent of Salomon Smith Barney.
Based upon and subject to the foregoing, it is our opinion that, as of
the date hereof, the Offer is inadequate, from a financial point of view, to the
holders of Company Common Stock, other than NI and its affiliates.
Very truly yours,
/s/ Salomon Smith Barney Inc.
Salomon Smith Barney Inc.
