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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. 51)
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. 51 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 and October 25, 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)(40) - Questions and Answers Sheet for Employees of the
Company.
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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 26, 1999
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Exhibit List
Exhibit (a)(40) - Questions and Answers Sheet for Employees of the
Company.
October 26, 1999
FOR COLUMBIA EMPLOYEES
Here is some additional information we hope will answer questions you may have
about the actions taken by Columbia's Board of Directors that were announced on
Oct. 24.
NISOURCE PROPOSAL
WHY HAS THE BOARD DECIDED TO REJECT THIS LATEST BID FROM NISOURCE?
The Board's determination was based on a number of factors, including
written opinions from the company's financial advisors, Morgan Stanley
Dean Witter and Salomon Smith Barney, that the proposal was inadequate
from a financial point of view for Columbia shareholders. The Board
also continued to be concerned with significant conditions and serious
regulatory hurdles associated with the NiSource proposal.
IS THERE A PRICE AT WHICH A BID FROM NISOURCE WOULD BE ACCEPTED?
As the company announced on Sunday, Oct. 24, it is beginning a process
where it will enter into discussions with outside parties -- including
NiSource if it is interested -- to explore and evaluate alternatives to
enhance shareholder value. While price is an important criterion, the
Columbia Board also will look at a number of other factors to determine
the best alternatives for the company.
EXPLORATION OF STRATEGIC ALTERNATIVES
WHAT TYPES OF STRATEGIC ALTERNATIVES IS THE COMPANY CONSIDERING?
Columbia is considering a variety of alternatives to enhance
shareholder value. These could include a merger, reorganization, or
disposition of a material amount of assets. As noted in the company's
Oct. 24 press release, there can be no assurance that any discussions
will result in a transaction or other action.
WHAT WOULD A "REORGANIZATION" MEAN? WHAT ASSETS IS THE COMPANY
CONSIDERING SELLING? WOULD THIS MEAN LAYOFFS?
We are only at the very beginning of this process, so the specific
possibilities are not yet clear. It is far too early at this point to
speculate about whether this would mean any employee layoffs. Before
any steps are taken, the impact of any such action on Columbia's
shareholders, employees, customers and communities would be carefully
considered by the Board, consistent with its fiduciary
responsibilities.
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WHAT IS COLUMBIA'S TIMETABLE TO EXPLORE THESE ALTERNATIVE
OPPORTUNITIES?
We are only at the beginning of this process and do not yet have a
clear idea of how long it might take. We intend to move forward
diligently, but carefully, so that we can eliminate any uncertainty as
quickly as possible without making hasty decisions.
IS THE COMPANY FOR SALE?
"For sale" and "Not for sale" have very specific legal meanings under
the current circumstances. We have not announced that Columbia is for
sale; what we have said is that we are exploring strategic alternatives
to enhance shareholder value.
POTENTIAL PARTNERS
DOES COLUMBIA HAVE ANY SPECIFIC PARTIES IN MIND AS POTENTIAL MERGER
PARTNERS?
Informal discussions among other companies about mutual opportunities
to enhance shareholder value are the order of the day in our industry.
Before the NiSource tender offer, Columbia's management had
participated in this type of discussions. Following the tender offer
--due to legal restrictions and other factors -- Columbia's
participation in such discussions ceased. We have received inquiries
from other companies about potential transactions. We plan to explore
all of these possibilities as part of the process we have just
initiated.
IF OTHER PARTIES WERE GOING TO COME IN, WOULDN'T THEY HAVE DONE SO BY
NOW?
No, many companies are more likely to step forward on a friendly basis
than on a hostile one. Columbia's decision to openly explore strategic
alternatives will allow interested parties to enter into discussions on
a non-hostile basis.
HOW CAN COLUMBIA CONSIDER SITTING DOWN WITH NISOURCE WHEN THE BOARD
SEEMS SO CONVINCED IT IS NOT THE RIGHT PARTNER?
The Board has been advised that it is prudent to hold discussions with
all interested parties -- including NiSource if it agrees to follow the
basic rules we are setting for participation in our process. If we do
meet with NiSource, we will explore our concerns about the financial
and strategic merits of a combination of our two companies, as well as
about NiSource's ability to satisfy its financing conditions and
successfully complete a transaction of the magnitude required.
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COLUMBIA'S ACTIONS
DO THE CHANGING INDUSTRY CONDITIONS RICK RICHARD REFERS TO MEAN THAT
COLUMBIA IS MODIFYING ITS STRATEGY? DO THEY MEAN THE COMPANY CANNOT
REMAIN INDEPENDENT?
It has always been Columbia's practice to continually re-evaluate the
company's strategy and long-term plans to ensure its actions are the
right ones within changing industry conditions. The Board's
authorization to explore strategic alternatives gives us the
flexibility we need to take the right actions for the company. It is
possible that Columbia will continue to be independent, although in
today's rapidly consolidating industry that may not be in the best
long-term interests of the company, its shareholders, employees,
customers and the communities it serves. The Board will take those
actions that it determines are in the best interests of these
constituencies.
ARE YOU TAKING THESE ACTIONS IN RESPONSE TO SHAREHOLDER AND ANALYST
PRESSURE?
From the beginning, the Board has made its decisions based on what it
considers to be in the best interests of Columbia and its shareholders.
The input of our shareholders and industry analysts is important to the
company, and we take their concerns seriously.
NEXT STEPS
WHAT HAPPENS NEXT? WHEN WILL THERE BE FURTHER DEVELOPMENTS?
Columbia's Board has authorized management to conduct its discussions
with interested parties in private. This will help prevent rumors and
misinformation from disrupting our business activities. Please be
assured that we will keep you informed of all important developments in
as timely a way as possible.
WHAT HAPPENS TO NISOURCE'S TENDER OFFER? IS THE NOV. 12 DEADLINE STILL
IN PLACE?
NiSource has not yet said what it plans to do about the tender offer,
so for now the deadline remains in place. The Board has rejected the
$74 per share cash offer as inadequate and recommends that shareholders
not tender shares to NiSource.
