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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1/A
(Amendment No. 3)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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)
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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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1
This Amendment No. 3 (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 a purchase price of $68 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"), 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) and (a)(2), respectively.
2
Item 10. Additional Information.
On July 6, 1999, Parent issued a press release relating to the
Company's rejection of the Offer on the same date, which is included
herein as Exhibit (a)(13) and 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.*
(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.
(b)(1) Commitment Letter dated June 23, 1999 to Parent from
Credit Suisse First Boston and Barclays Bank PLC.*
(c) Not Applicable.
(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.*
3
(g)(2) Complaint in NiSource Inc. and CEG Acquisition Corp.
vs. Columbia Energy Group et al., United States
District Court, District of Delaware.*
_______________
*Previously filed.
4
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: July 6, 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(b)(1) Commitment Letter dated June 23, 1999 to Parent from
Credit Suisse First Boston and Barclays Bank PLC.*
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.*
_________________
*Previously filed.
EXHIBIT 11(a)(13)
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FOR IMMEDIATE RELEASE
FOR FURTHER INFORMATION, CONTACT:
INVESTORS: Dennis Senchak Rae Kozlowski Wendy Wilson
NiSource Inc. NiSource Inc. Hill & Knowlton
219-647-6085 219-647-6083 312-255-3033
MEDIA: Maria Hibbs Larry Larsen
NiSource Inc. Hill & Knowlton
219-647-6201 312-255-3084
NISOURCE TO PURSUE ITS TENDER OFFER FOR COLUMBIA ENERGY
Merrillville, Ind., July 6, 1999 NiSource Inc. (NYSE: NI) today said
that it will "vigorously pursue" its $68 cash tender offer for
Columbia Energy Group
"We have read with interest Columbia's response to our tender
offer. Not only are many of the statements in Mr. Richard's letter
untrue, they are irrelevant to Columbia shareholders," said Gary
Neale, NiSource's Chairman, President, and Chief Executive Officer.
"For Columbia's shareholders, there is one issue and one issue only:
the price at which NiSource is prepared to acquire their shares.
NiSource is willing to offer $68 in cash today, and more if we can sit
down to discuss our offer.
"We note that Mr. Richard said in his statement that 'like any
publicly traded company... Columbia would seriously consider a strategic
combination that would provide superior value for [Columbia]
shareholders.' We welcome this revision of Mr. Richard's earlier
statement that Columbia was 'not interested in any merger transaction
in which another company acquires control of Columbia.' Given the
nature of our offer and our stated willingness to offer more, we
cannot understand why the Columbia Board will not engage us in
discussions.
"In his letter, Mr. Richard doesn't promise Columbia shareholders a
$68 price now or in the future. Everything else is a smoke screen
designed to obscure the true value of what is on the table," continued
Neale.
"We intend to vigorously pursue our offer, and strongly encourage
shareholders to express their disapproval with the Columbia Board's
position by tendering their shares. We believe that through our
tender offer, the Columbia Board will finally hear their investors and
be compelled to begin discussions with us," Neale said.
"We are firmly committed to this transaction," Neale added.
"Despite Columbia's assertions to the contrary, this is a win-win
transaction for everybody."
NiSource Inc. is a holding company with a market capitalization
of approximately $3.6 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.
NiSource Inc. and CEG Acquisition Corp. have commenced a Tender Offer
to purchase all outstanding shares of common stock of Columbia Energy
Group at a price of $68 per share in cash. The Tender Offer is
subject to the terms and conditions set forth in the Offer to
Purchase, dated June 25, 1999, and the related Letter of Transmittal,
as each may be amended from time to time. The currently scheduled
expiration date is August 6, 1999. The Tender Offer may be extended,
and any extension will be publicly announced no later than 9:00 a.m.,
New York City time, on the next business day. This news 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, and the related
Letter of Transmittal, and is not being made to, nor will tenders be
accepted from or on behalf of, holders of shares of common stock of
Columbia Energy Group in any jurisdiction in which the making of such
offer or the acceptance thereof would not be in compliance with the
laws of such jurisdiction. In any jurisdictions where securities,
blue sky or other laws require such offer to be made by a licensed
broker or dealer, such offer shall be deemed to be made on behalf of
NiSource Inc. by Credit Suisse First Boston or one or more registered
brokers or dealers licensed under the laws of such jurisdiction.
This news release does not constitute a solicitation of proxies from
Columbia Energy Group's stockholders. Any solicitation of proxies
will be made only pursuant to separate proxy materials in compliance
with the requirements of Section 14(a) of The Securities Exchange Act
of 1934, as amended.
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