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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. 5)
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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<PAGE>
This Amendment No. 5 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 and July 15, 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.
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)(9) - Rule 13e-1 Transaction Statement, filed with the
Securities and Exchange Commission on July 16, 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: July 16, 1999
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Exhibit List
Exhibit (a)(9) - Rule 13e-1 Transaction Statement, filed with the
Securities and Exchange Commission on July 16, 1999.
Exhibit (a)(9)
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 13E-1 TRANSACTION STATEMENT
PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
COLUMBIA ENERGY GROUP
(NAME OF ISSUER)
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
CALCULATION OF FILING FEE
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TRANSACTION VALUE AMOUNT OF FILING FEE
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A TOTAL OF $420,100,000 IN COMMON STOCK OF $84,020*
COLUMBIA ENERGY GROUP
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* PURSUANT TO RULE 0-11 PROMULGATED UNDER THE EXCHANGE ACT, THE AMOUNT OF THE
FILING FEE HAS BEEN CALCULATED BY MULTIPLYING THE VALUE OF THE SECURITIES
TO BE ACQUIRED BY 1/50 OF ONE PERCENT.
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ITEM 1. SECURITY AND ISSUER.
The issuer is Columbia Energy Group, a Delaware corporation (the
"Company"), which has its principal executive offices at 13880 Dulles Corner
Lane, Herndon, Virginia 20171.
This Rule 13e-1 Statement relates to the proposed purchases by the
Company of up to $420,100,000 in shares of its common stock, par value $0.01 per
share (the "Shares") to be effected by open market or block purchases, or in
privately negotiated purchases from time to time based upon market conditions
between the date hereof and July 14, 2000. Any market purchase transactions will
be effected on the New York Stock Exchange.
ITEM 2. PURPOSES OF THE REPURCHASES.
The Company's Board of Directors believes that the proposed purchases
will provide additional liquidity and some immediate value for those
shareholders interested in cash, while enabling long-term shareholders to
increase their proportionate interest in the Company's equity and therefore in
the Company's earnings and assets. Purchased Shares will be held in treasury and
will be available for general corporate purposes or resale at a future date, or
will be retired.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
All purchases will be financed with short-term debt, or made from
available funds. Any short-term debt used to finance purchases of Shares will be
supported by the Company's revolving lines of credit, which are incorporated
herein by reference to Exhibit 10 to the Company's Annual Reports on Form 10-K
for the fiscal years ended December 31, 1997 and December 31, 1998.
<PAGE>
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: July 16, 1999
