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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. 49)
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. 49 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 and October 14, 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)(35)- Press Release of the Company, dated October 17, 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 18, 1999
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Exhibit List
Exhibit (a)(35)- Press Release of the Company, dated October 17, 1999.
For Immediate Release CONTACTS:
October 17, 1999 Columbia Energy Group
Thomas L. Hughes (Financial Community)
703/561-6001
R. A. Rankin, Jr. (News Media)
703/561-6044
Kekst and Company
Michael Freitag (News Media)
212/521-4800
COLUMBIA ENERGY GROUP TO REVIEW
LATEST UNSOLICITED TENDER OFFER FROM NISOURCE
HERNDON, Va., Oct. 17 -- Columbia Energy Group announced that,
consistent with its fiduciary duties, Columbia's board of directors will review
the latest unsolicited offer from NiSource Inc. and promptly make a
recommendation to shareholders. Earlier today, NiSource disclosed that it now
proposes to acquire all of Columbia's outstanding common stock for $74 per share
in cash. NiSource also announced that it has extended the expiration date for
the tender offer from Oct. 15, 1999 until Nov. 12, 1999.
Columbia urged all of its shareholders to take no action with respect
to the latest NiSource offer or related activities until Columbia's board has
reviewed the offer and made its recommendation. Columbia's board will carefully
review the terms of the latest offer and make its recommendation to shareholders
as soon as practicable.
Columbia's co-financial advisors are Morgan Stanley Dean Witter and
Salomon Smith Barney. Legal counsel is Sullivan & Cromwell.
Columbia Energy Group, based in Herndon, Va., is one of the nation's
leading energy services companies, with assets of approximately $7 billion. Its
operating companies engage in all phases of the natural gas business, including
exploration and production, transmission, storage and distribution, as well as
retail energy marketing, propane and petroleum product sales, and electric power
generation. Information about Columbia Energy Group (NYSE:CG) is available on
the Internet at www.columbiaenergygroup.com.
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