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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1/A
(Amendment No. 33)
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. 33 (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 an amended purchase price of $74 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"), as amended and supplemented by the
Supplement thereto, dated October 18, 1999, 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), (a)(38) and
(a)(39), respectively.
2
Item 10. Additional Information.
On November 19, 1999, the Public Utilities Commission of
Ohio issued an order pursuant to Section 4905.403 of the Ohio
Revised Code setting a public hearing with respect to Parent's
tender offer for the Company. The full text of the order is set
forth as Exhibit 11(a)(52) and is 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.*
(a)(29) Opinion/editorial articles by Gary L. Neale, Chairman,
President and Chief Executive Officer of Parent,
submitted to various newspapers on September 9, 1999.*
4
(a)(30) Opinion/editorial articles by Gary L. Neale, Chairman,
President and Chief Executive Officer of Parent,
submitted to various newspapers on September 10, 1999.*
(a)(31) Opinion/editorial article by Gary L. Neale, Chairman,
President and Chief Executive Officer of Parent,
submitted to The Appalachian News-Express on September
13, 1999.*
(a)(32) Opinion/editorial article by Gary L. Neale, Chairman,
President and Chief Executive Officer of Parent,
submitted to The Winchester Sun on September 14, 1999.*
(a)(33) Form of Letter dated September 23, 1999, from Gary L.
Neale, Chairman, President and Chief Executive Officer
of Parent, to officers, directors and managers of
Parent.*
(a)(34) "Energy News - Oct. 1999" communication to customers of
Northern Indiana Public Service Company first issued by
Parent on October 1, 1999.*
(a)(35) Materials made available by Parent at a meeting among
officials of Parent, officials of the Kentucky Public
Service Commission and members of the public on October
5, 1999.*
(a)(36) Letter dated October 5, 1999, from Gary L. Neale,
Chairman, President and Chief Executive Officer of
Parent, to shareholders of the Company.*
(a)(37) Letter dated October 18, 1999, from Gary L. Neale,
Chairman, President and Chief Executive Officer of
Parent, to shareholders of the Company.*
(a)(38) Supplement to the Offer to Purchase, dated October 18,
1999.*
(a)(39) Letter of Transmittal.*
(a)(40) Letter dated October 18, 1999, to be sent by brokers,
dealers, commercial banks, trust companies and other
nominees to their clients.*
(a)(42) Notice of Guaranteed Delivery.*
(a)(43) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(a)(44) Press Release issued by Parent on October 17, 1999.*
5
(a)(45) Letter dated October 18, 1999, from Credit Suisse First
Boston and Barclays Bank, PLC, to the directors of the
Company.*
(a)(46) Materials made available by Parent to analysts at a
meeting among officers and representatives of Parent
and analysts on October 18, 1999.*
(a)(47) Text of advertisement appearing in various newspapers
beginning on October 19, 1999, issued by Parent on
October 19, 1999.*
(a)(48) Press Release issued by Parent on October 19, 1999.*
(a)(49) Testimony of Parent before the Ohio House Public
Utilities Committee delivered on October 19, 1999.*
(a)(50) Letter dated October 19, 1999, from directors of Parent
to the directors of the Company.*
(a)(51) Press Release issued by Parent on November 11, 1999.*
(a)(52) Order dated November 19, 1999 of the Public Utilities
Commission of Ohio.
(b)(1) Commitment Letter dated June 23, 1999 to Parent from
Credit Suisse First Boston and Barclays Bank PLC.*
(b)(2) Amended and Restated Commitment Letter dated October
15, 1999 to Parent from Credit Suisse First Boston and
Barclays Bank PLC.*
(c)(1) Confidentiality Agreement dated November 19, 1999
between Parent and the Company.*
(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.*
6
(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.*
__________________
*Previously Filed
7
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: November 22, 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(a)(29) Opinion/editorial articles by Gary L. Neale,
Chairman, President and Chief Executive Officer of
Parent, submitted to various newspapers on
September 9, 1999.*
11(a)(30) Opinion/editorial articles by Gary L. Neale,
Chairman, President and Chief Executive Officer of
Parent, submitted to various newspapers on
September 10, 1999.*
11(a)(31) Opinion/editorial article by Gary L. Neale,
Chairman, President and Chief Executive Officer of
Parent, submitted to The Appalachian News-Express
on September 13, 1999.*
11(a)(32) Opinion/editorial article by Gary L. Neale,
Chairman, President and Chief Executive Officer of
Parent, submitted to The Winchester Sun on
September 14, 1999.*
11(a)(33) Form of Letter dated September 23, 1999, from Gary
L. Neale, Chairman, President and Chief Executive
Officer of Parent, to officers, directors and
managers of Parent.*
11(a)(34) "Energy News - Oct. 1999" communication to
customers of Northern Indiana Public Service
Company first issued by Parent on October 1,
1999.*
11(a)(35) Materials made available by Parent at a meeting
among officials of Parent, officials of the
Kentucky Public Service Commission and members of
the public on October 5, 1999.*
11(a)(36) Letter dated October 5, 1999, from Gary L. Neale,
Chairman, President and Chief Executive Officer of
Parent, to shareholders of the Company.*
11(a)(37) Letter dated October 18, 1999, from Gary L. Neale,
Chairman, President and Chief Executive Officer of
Parent, to shareholders of the Company.*
11(a)(38) Supplement to the Offer to Purchase, dated October
18, 1999.*
11(a)(39) Letter of Transmittal.*
11(a)(40) Letter dated October 18, 1999, to be sent by
brokers, dealers, commercial banks, trust
companies and other nominees to their clients.*
11(a)(42) Notice of Guaranteed Delivery.*
11(a)(43) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.*
11(a)(44) Press Release issued by Parent on October 17,
1999.*
11(a)(45) Letter dated October 18, 1999, from Credit Suisse
First Boston and Barclays Bank, PLC, to the
directors of the Company.*
11(a)(46) Materials made available by Parent to analysts at
a meeting among officers and representatives of
Parent and analysts on October 18, 1999.*
11(a)(47) Text of advertisement appearing in various
newspapers beginning on October 19, 1999, issued
by Parent on October 19, 1999.*
11(a)(48) Press Release issued by Parent on October 19,
1999.*
11(a)(49) Testimony of Parent before the Ohio House Public
Utilities Committee delivered on October 19,
1999.*
11(a)(50) Letter dated October 19, 1999, from directors of
Parent to the directors of the Company.*
11(a)(51) Press Release issued by Parent on November 11,
1999.*
11(a)(52) Order dated November 19, 1999 of the Public
Utilities Commission of Ohio.
11(b)(1) Commitment Letter dated June 23, 1999 to Parent
from Credit Suisse First Boston and Barclays Bank
PLC.*
11(b)(2) Amended and Restated Commitment Letter dated
October 15, 1999 to Parent from Credit Suisse
First Boston and Barclays Bank PLC.*
11(c)(1) Confidentiality Agreement dated November 19, 1999
between Parent and the Company.*
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.*
__________________
*Previously Filed
EXHIBIT 11(a)(52)
BEFORE
THE PUBLIC UTILITIES COMMISSION OF OHIO
In the Matter of the Notice of a Control Bid )
for Columbia Energy Group by NiSource, Inc. ) Case No. 99 1492-GA-MER
and CEG Acquisition Corp. )
ENTRY
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The attorney examiner finds:
(1) On November 11, 1999, Substitute House Bill 452 was signed
by the Governor and went into immediate effect by means of
an emergency measure. This enactment of Section 4905.403,
Revised Code, establishes a mechanism for Commission review
of a control bid for a natural gas company that is a public
utility under Section 4905.02, Revised Code, or a holding
company controlling such a company.
(2) Section 4905.403(B), Revised Code, requires that an offeror,
as defined in (A)(4), that makes a control bid for a natural
gas company or a holding company controlling such a company,
must file said control bid with the Commission.
(3) Section 4905.403(C), Revised Code, sets the filing date of
the control bid with the Commission to be the time of the
making of the control bid or, where the control bid was
initiated prior to the effective date of this section, the
filing should be made no later than five days after the
effective date Sub. H.B. 452.
(4) On June 7, 1997, NiSource, Inc. and CEG Acquisition Corp.
(Offerors) made a control bid for Columbia Energy Group, the
holding company of Columbia Gas of Ohio, Inc. (Columbia).
Columbia is a natural gas company and a public utility as
defined by Section 4905.02, Revised Code.
(5) On November 16, 1999, Offerors filed notice of their control
bid with the Commission.
(6) Section 4905.403(B), Revised Code, further requires that the
Commission, within three days of the filing of the control
bid, schedule a public hearing. The exclusive purpose of
the hearing is whether acceptance of the control bid will
promote public convenience and ensure that adequate gas
service is provided at reasonable rates. This section
further requires the Commission to issue a report of its
findings no later than 20 days after the date of filing or a
later date agreed to by the offeror and the natural gas
company.
(7) By letters filed on November 17, 1999 by Columbia and on
November 18, 1999 by the Offerors, the parties stated their
agreement to extend the deadline for the report until
January 5, 2000.
(8) Therefore, a public hearing on this matter should be held at
10:00 a.m. on Tuesday, December 21, 1999 at the offices of
the Commission, 180 East Broad Street, Columbus, Ohio. The
Offerors should prefile testimony by noon on December 15,
1999, in regard to the issues of whether acceptance of the
control bid will promote public convenience and result in
the provision of adequate gas service at a reasonable rate.
Any other party should prefile its testimony by noon on
December 17, 1999.
It is, therefore,
ORDERED, That a hearing be conducted on this matter as set
forth in Finding 9. It is further,
ORDERED, That a copy of this entry be served upon NiSource,
Inc., CEG Acquisition Corp., Columbia Energy Group, Columbia Gas of
Ohio, and all parties of record.
THE PUBLIC UTILITIES COMMISSION OF OHIO
/s/ Steven D. Lesser
----------------------------------------
By: Steven D. Lesser
Attorney Examiner
/vrh
