================================================================================
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. 34)
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
================================================================================
<PAGE>
This Amendment No. 34 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 and September
21, 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 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.
Item 6 is hereby supplemented and amended by adding the following:
On September 21, 1999, pursuant to its previously announced repurchase
program, the Company purchased 10,000 Shares on the open market at a weighted
average price per share of $58.0375.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is hereby supplemented and amended by adding the following:
On September 22, 1999, the Court of Chancery of the State of Delaware
dismissed the lawsuit filed by NiSource Capital Markets Inc. alleging that the
Company was required to reconvene its 1999 stockholders meeting. NiSource
claimed the Company was required to reconvene the meeting in order to elect a
thirteenth director to the Board.
Chancellor William B. Chandler, III ruled that NiSource had no legal
right to the relief it requested and that equitable considerations warranted
dismissal of NiSource's lawsuit. Chancellor Chandler also denied a motion for
judgement seeking the same relief in an action filed by certain Company
stockholders, purportedly on behalf of a class consisting generally of the
stockholders of the Company.
<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
----------------------------------------------
Name: Michael W. O'Donnell
Title: Senior Vice President and Chief Financial
Officer
Dated: September 22, 1999
