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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
SCHEDULE 14D-1/A
(Amendment No. 35)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
_________________________
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. 35 (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 December 13, 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 February 11, 2000.
Accordingly, the Expiration Date shall be 12:00 Midnight, New York
City time, on February 11, 2000 unless the Expiration Date is further
amended. The full text of the press release is set forth in Exhibit
11(a)(54) 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. 35 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.
(a)(10) Press Release issued by Parent on June 28, 1999.
3
(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.
4
(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.
(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.
5
(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.
(a)(51) Press Release issued by Parent on November 11,
1999.
(a)(52) Order dated November 19, 1999 of the Public
Utilities Commission of Ohio.
(a)(53) Order dated December 9, 1999 of the Public
Utilities Commission of Ohio.
(a)(54) Press Release issued by Parent on December 13,
1999.*
6
(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)(1) Confidentiality Agreement dated November 19, 1999
between Parent and the Company.
(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.
__________________
*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: December 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(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(a)(52) Order dated November 19, 1999 of the Public Utilities
Commission of Ohio.
11(a)(53) Order dated December 9, 1999 of the Public Utilities
Commission of Ohio.
11(a)(54) Press Release issued by Parent on December 13, 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(c)(1) Confidentiality Agreement dated November 19, 1999
between Parent and the Company.
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.
EXHIBIT 11(a)(54)
-----------------
NISOURCE EXTENDS TENDER OFFER FOR COLUMBIA ENERGY UNTIL FEBRUARY 11,
2000
MERRILLVILLE, Ind., December 13, 1999 -- 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, February 11, 2000.
NiSource noted that as of the close of business on Friday, December
10, 1999, Columbia Energy Group shareholders have tendered 49,645,081
shares pursuant to NiSource's tender offer. This represents
approximately 61% of Columbia's common shares outstanding.
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
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 February 11, 2000 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
