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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1/A
(Amendment No. 16)
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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This Amendment No. 16 (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 August 26, 1999, Parent issued the form of letter from Gary L.
Neale, Chairman, President and Chief Executive Officer of Parent, to
stockholders of the Company, which is included herein as Exhibit
(a)(28) 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.
(a)(14) Form of letter dated July 12, 1999, from Gary L. Neale,
Chairman, President and Chief Executive Officer of
Parent, to shareholders of Parent.
3
(a)(15) "NiSource/Columbia StraightTalk" communication to
stockholders of the Company issued by Parent on
July 14, 1999.
(a)(16) Press Release issued by Parent on July 14, 1999.
(a)(17) Press Release issued by Parent on July 19, 1999.
(a)(18) Press Release issued by Parent on July 20, 1999.
(a)(19) Form of letter dated July 21, 1999, from Gary L. Neale,
Chairman, President and Chief Executive Officer of
Parent, to directors of the Company.
(a)(20) Form of letter dated July 26, 1999, from Gary L. Neale,
Chairman, President and Chief Executive Officer of
Parent, to stockholders of the Company.
(a)(21) "NiSource/Columbia StraightTalk" communication to
stockholders of the Company issued by Parent on July
26, 1999.
(a)(22) Information published by Parent on July 30, 1999,
available via the Internet at
http://www.yes2nisource.com.
(a)(23) Press Release issued by Parent on July 30, 1999.
(a)(24) Press Release issued by Parent on August 9, 1999.
(a)(25) "NiSource/Columbia StraightTalk" communication to
stockholders of the Company issued by Parent on August
13, 1999.
(a)(26) Form of letter dated August 13, 1999, from Gary L.
Neale, Chairman, President and Chief Executive Officer
of Parent, to directors of the Company.
(a)(27) Form of letter dated August 13, 1999, from Gary L.
Neale, Chairman, President and Chief Executive Officer
of Parent, to Oliver G. Richard III, Chairman,
President and Chief Executive Officer of the Company.
(a)(28) Form of letter dated August 26, 1999, from Gary L.
Neale, Chairman, President and Chief Executive Officer
of Parent, to stockholders of the Company.*
(b)(1) Commitment Letter dated June 23, 1999 to Parent from
Credit Suisse First Boston and Barclays Bank PLC.
4
(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.
(g)(2) Complaint in NiSource Inc. and CEG Acquisition Corp.
vs. Columbia Energy Group et al., United States
District Court, District of Delaware.
(g)(3) First Amended Complaint in NiSource Inc. and CEG
Acquisition Corp. vs. Columbia Energy Group et al.,
United States District Court, District of Delaware.
(g)(4) Complaint in NiSource Inc., NiSource Capital Markets
Inc. and CEG Acquisition Corp. vs. Columbia Energy
Group et al., Delaware Chancery Court, New Castle
County.
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*Filed herewith.
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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: August 26, 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(a)(14) Form of letter dated July 12, 1999, from Gary L. Neale,
Chairman, President and Chief Executive Officer of
Parent, to shareholders of Parent.
11(a)(15) "NiSource/Columbia StraightTalk" communication to
stockholders of the Company issued by Parent on
July 14, 1999.
11(a)(16) Press Release issued by Parent on July 14, 1999.
11(a)(17) Press Release issued by Parent on July 19, 1999.
11(a)(18) Press Release issued by Parent on July 20, 1999.
11(a)(19) Form of letter dated July 21, 1999, from Gary L. Neale,
Chairman, President and Chief Executive Officer of
Parent, to directors of the Company.
11(a)(20) Form of letter dated July 26, 1999, from Gary L. Neale,
Chairman, President and Chief Executive Officer of
Parent, to stockholders of the Company.
11(a)(21) "NiSource/Columbia StraightTalk" communication to
stockholders of the Company issued by Parent on July
26, 1999.
11(a)(22) Information published by Parent on July 30, 1999,
available via the Internet at
http://www.yes2nisource.com.
11(a)(23) Press Release issued by Parent on July 30, 1999.
11(a)(24) Press Release issued by Parent on August 9, 1999.
11(a)(25) "NiSource/Columbia StraightTalk" communication to
stockholders of the Company issued by Parent on August
13, 1999.
11(a)(26) Form of letter dated August 13, 1999, from Gary L.
Neale, Chairman, President and Chief Executive Officer
of Parent, to directors of the Company.
11(a)(27) Form of letter dated August 13, 1999, from Gary L.
Neale, Chairman, President and Chief Executive Officer
of Parent, to Oliver G. Richard III, Chairman,
President and Chief Executive Officer of the Company.
11(a)(28) Form of letter dated August 26, 1999, from Gary L.
Neale, Chairman, President and Chief Executive Officer
of Parent, to stockholders of the Company.*
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.
11(g)(3) First Amended Complaint in NiSource Inc. and CEG
Acquisition Corp. vs. Columbia Energy Group et al.,
United States District Court, District of Delaware.
11(g)(4) Complaint in NiSource Inc., NiSource Capital Markets
Inc. and CEG Acquisition Corp. vs. Columbia Energy
Group et al., Delaware Chancery Court, New Castle
County.
_________________
*Filed herewith.
EXHIBIT 11(a)(28)
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[Form of letter dated August 26, 1999, from Gary L. Neale, Chairman,
President and Chief Executive Officer of Parent, to stockholders of
the Company]
[Letterhead of Gary L. Neale, Chairman,
President and Chief Executive Officer of Parent]
August 26, 1999
Dear Columbia Shareholder:
I want to brief you on an important development in our lawsuit to
prohibit Columbia from making false and misleading statements about
our tender offer - statements that we believe improperly impede our
efforts to acquire Columbia. On August 20 the Delaware Federal Court
ruled that the discovery process in this case should continue despite
efforts on the part of Columbia to stop it.
The Court's denial of Columbia's motion to stay discovery enables the
discovery process, including depositions of key participants, to
proceed promptly. Through this process we intend to uncover
information supporting our claims that Columbia violated the Williams
Act, which prohibits companies from issuing false statements regarding
a tender offer.
Separately, the legal actions that we and several other shareholders
have brought against Columbia and its board of directors in the State
Courts in Delaware - to permit shareholders to vote on the election of
Columbia's fifth Class III director and to prevent their enlarged
buyback program - are proceeding.
You also may have heard about legislation being introduced in Ohio
that will require utility companies initiating a takeover to file an
application with the Public Utilities Commission of Ohio for review.
The bill calls for a regulatory review that is similar in nature to
those required in other states involved in this transaction, and we would
certainly be prepared to comply with all required PUCO filings if this
legislation is adopted.
We firmly believe that our actions are in the best interests of you,
the Columbia shareholder. Thank you for your continued support of our
offer. I urge you to call me or our Assistant Treasurer, Dennis
Senchak, to discuss this or any other matters that concern you.
Best regards,
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This letter 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, as amended, and the related Letter of Transmittal. It is not
being made to, and tenders will not be accepted from, holders of
shares of Columbia common stock in any jurisdiction in which making or
accepting such offer would not comply with law. In any jurisdiction
where a licensed broker or dealer must make such offer, it shall be
deemed made on behalf of NiSource Inc. by Credit Suisse First Boston
or other registered brokers or dealers licensed in such jurisdiction.
The offer may be extended beyond its October 15, 1999 expiration date.
Any extension will be publicly announced no later than 9:00 a.m., New
York City time, on the next business day. This letter does not
constitute a solicitation of proxies from Columbia Energy Group's
stockholders. Any such solicitation will be made only by separate
proxy materials in compliance with Section 14(a) of the Securities
Exchange Act.
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