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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1/A
(Amendment No. 20)
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)
--------------------------------
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. 20 (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.
Item 10. Additional Information.
On September 14, 1999, Parent submitted an opinion/editorial
article by Gary L. Neale, Chairman, President and Chief Executive
Officer of Parent, to The Winchester Sun, which is included herein as
Exhibit (a)(32) 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.
(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.
(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.*
(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.
(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.
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: September 14, 1999
EXHIBIT INDEX
Exhibit
Number Description
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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(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.
<PAGE>
EXHIBIT 11(a)(32)
September 14, 1999
FOR MORE INFORMATION
Maria P. Hibbs
NiSource Corporate Communications
219-647-6201
NISOURCE/COLUMBIA MERGER BENEFITS CUSTOMERS, COMMUNITIES
An Op-Ed Piece for The Winchester Sun
By Gary L. Neale
Chairman, President and Chief Executive Officer
NiSource Inc.
Competition is changing forever the once-staid energy industry. Each
week brings the announcement of yet another merger or company plan to
differentiate itself by venturing into telecommunications, laying
fiber optic cable or even reselling insurance and financial products.
Our strategy at NiSource Inc., is to focus on our core business - the
efficient, reliable distribution of natural gas, electricity and water
in the Midwest and Northeast - and build value for our customers by
offering products and services based on those commodity resources.
You may know NiSource as the company trying to "take over Columbia
Gas." As Chairman, President and CEO of NiSource, I'd like to explain
the benefits of a proposed purchase of Columbia Energy, and why it is
good for the people of Kentucky.
NiSource, the nation's 10th largest distributor of natural gas and a
Fortune 500 company, owns Northern Indiana Public Service Company
(NIPSCO), providing service to the northern third of Indiana, and Bay
State Gas Company with operations in Massachusetts, New Hampshire and
Maine.
We have offered Columbia shareholders $68 per share in cash - a fully
financed offer totaling about $5.7 billion - to acquire Columbia
Energy Group, the parent company of Columbia Gas of Pennsylvania. We
continue to believe that we can negotiate a merger with Columbia,
because we - and a significant majority of Columbia's shareholders -
contend such a combination makes strategic sense now while the energy
marketplace is evolving.
Here's why a NiSource/Columbia combination makes good sense.
Pipelines from Canada and the Gulf of Mexico to the Chicago market
have made natural gas plentiful and inexpensive in Chicago and
northern Indiana. NIPSCO's location and NiSource's pipeline and gas
storage assets enable NIPSCO customers to enjoy low gas rates.
In some parts of the eastern United States, however, a lack of
pipeline capacity transporting gas from the west to east prevents
customers from benefiting from this additional supply. NiSource
intends to extend our advantage from Indiana to our Bay State Gas
subsidiary in the Northeast market, which is undersaturated and poised
for growth, as well as the communities in between.
The combined company would become the nation's first super-regional
energy company serving 4.1 million customers in nine states. It would
have significant natural gas reserves and storage capacity, 19,000
miles of gas pipeline from Texas to Maine and a vast distribution
network to deliver low-cost gas.
Obviously, this plan would benefit customers. But a NiSource/Columbia
combination would also benefit employees. You may have heard various
statements that attempt to shift attention from the real benefits of
this transaction through scare tactics. Since NiSource and Columbia
have no overlapping service territories, there are few operational
redundancies. Further, we have stated publicly that there will be no
layoffs in the local distribution companies, such as Columbia Gas of
Kentucky, as a result of this transaction. In fact, because NiSource
is a lean organization, we would need to retain high-quality employees
to continue providing superior customer service.
Beyond these public statements of what NiSource intends to do, the
best predictor of what we actually will do in this transaction is how
we've acted in the past. Our experience with the Indianapolis Water
Company and Bay State Gas acquisitions shows that we can indeed
combine businesses successfully without wholesale job eliminations.
In fact, employees can expect to have far greater opportunity for
career growth in the combined company. For example, the vice
president of Information Technology at Bay State was recently named
NiSource's chief information officer and was replaced at Bay State by
NiSource's director of information technology.
The headquarters of both companies are right where they were before
the transactions took place. Even the companies' names remain intact.
Like Columbia, NiSource is committed to customer choice. In both
Indiana and Massachusetts, NiSource companies pioneered programs
enabling customers to choose their gas supplier. Columbia Energy
participates in the NIPSCO Choice program in Indiana, and NiSource's
EnergyUSA subsidiary markets to Columbia Gas of Ohio's customers.
NiSource also has a strong track record of community service, economic
development and environmental stewardship, working closely with
governmental and other leaders in all of the regions in which we
operate. We're a leader in funding education programs, scholarships,
community projects and the arts, and we actively encourage our people
to be involved in community life. On the economic development front,
NiSource has been an active partner with local and state officials in
attracting billions of dollars of commercial and industrial investment
to our region, creating thousands of high-paying jobs.
For years, NiSource has been a leader among utilities in its
commitment to the environment. Last year, our NIPSCO subsidiary took
this leadership position a giant leap forward by becoming the first
utility in North America to achieve ISO 14001 certification - the
international standard for implementing an effective environmental
management system - at all of its facilities.
The advent of competition is bringing opportunity not only to the
companies supplying energy products and services, but more
importantly, to the people who buy them. We're enthusiastic about a
combination with Columbia, because it is a winning transaction for all
stakeholders. A merger would create a stronger company than either
Columbia or NiSource could be on its own, a company better able to
seize the opportunities created by a competitive market.
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This article 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 article 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.
