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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. 48)
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. 48 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 and October
13, 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 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby supplemented and amended by adding the following:
Exhibit (a)(34) - Text of Newspaper Advertisement scheduled to be
included in the Chicago Tribune on October 14,
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
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Name: Michael W. O'Donnell
Title: Senior Vice President and Chief Financial
Officer
Dated: October 14, 1999
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Exhibit List
Exhibit (a)(34) - Text of Newspaper Advertisement scheduled to be included
in the Chicago Tribune on October 14, 1999.
A MESSAGE TO COMMUNITIES SERVED BY NISOURCE INC.
IS NISOURCE'S COMMITMENT
TO THE ENVIRONMENT
JUST A LOT OF SMOKE?
Since early June, NiSource Inc.--the parent company of Northern Indiana Public
Service Co. (NIPSCO)--has been spending millions of dollars in an attempt to
acquire Virginia-based Columbia Energy Group in a hostile takeover. But even as
it continues its attempt to build a sprawling energy empire, NiSource has plenty
of problems to keep it occupied, including a disturbing environmental record.
Consider these
facts:
NIPSCO RANKED THIRD "DIRTIEST" UTILITY IN U.S.
NIPSCO last year was ranked as the third "dirtiest" electric utility in the
United States, based on nitrogen oxide emission rates, by the Natural Resources
Defense Council. THE NRDC RANKING IS BASED ON DATA COMPILED FROM 838 POWER
COMPANIES ACROSS THE NATION.
NISOURCE IS ON NEW YORK STATE'S HIT LIST
New York State's Attorney General recently announced that 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. MEDIA REPORTS
INDICATE THAT OFFICIALS IN CONNECTICUT, MASSACHUSETTS, NEW HAMPSHIRE AND NEW
JERSEY ARE CONSIDERING JOINING THE SUIT.
NIPSCO MAY BE LINKED TO MERCURY IN INDIANA LAKES
According to a recent study, there is "strong evidence" that NIPSCO's coal-fired
power plants may be "major contributors to mercury contamination" in at least
five large Indiana lakes. The study was sponsored by the National Wildlife
Federation, the Hoosier Environmental Council and other environmental
organizations. THE INDIANA DEPARTMENT OF HEALTH HAS ISSUED WARNINGS FOR MANY
YEARS ABOUT THE DANGER OF EATING FISH FROM THE STATE'S LAKES AND STREAMS DUE TO
MERCURY CONTAMINATION.
SHOULDN'T NISOURCE SPEND ITS TIME AND MONEY
TRYING TO PROTECT YOUR ENVIRONMENT?
NiSource often brags about its commitment to "environmental stewardship." For
example, it recently issued a press release touting its role as a sponsor of "an
environmental effort aimed at restoring and preserving a historic Virginia water
resource." But NiSource has no business operations in Virginia, and it
apparently did little more than contribute some money to a local river festival.
Instead of publicity ploys in states outside its operating territory, shouldn't
NiSource be spending its time and money trying to reduce harmful smokestack
emissions and protecting the welfare of its customers and communities in
Indiana?
We believe NiSource should end its costly and disruptive hostile takeover
attempt immediately and begin focusing on something much more important: serving
the needs of its customers, shareholders and the communities where it operates.
LET NISOURCE KNOW HOW YOU FEEL. CALL THE COMPANY AT 219-853-5200.
[COLUMBIA ENERGY GROUP LOGO]
