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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
SCHEDULE 14D-1/A
(Amendment No. 14)
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. 14 (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 5. Purpose of the Tender Offer and Plans or Proposals of the
Bidder.
Item (5) of the Schedule 14D-1 is hereby amended and supplemented
as follows:
On August 9, 1999, the Parent issued a press release announcing
that it has extended the period during which the Offer will remain
open to 12:00 Midnight, New York City time, on October 15, 1999.
Accordingly, the Expiration Date shall be 12:00 Midnight, New York
City time, on October 15, 1999 unless the Expiration Date is further
amended. The full text of the press release is set forth in Exhibit
11(a)(24) and is incorporated herein by reference.
Item 10. Additional Information.
Item 10(f) of the Schedule 14D-1 is hereby amended and
supplemented as follows:
The information provided in this Amendment No. 14 under Item 5 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.*
3
(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.
(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.*
4
(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.*
_______________
*Previously filed.
5
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 9, 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(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.*
_________________
*Previously filed.
<PAGE>
EXHIBIT 11(a)(24)
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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
COLUMBIA'S INVESTORS SPEAK: TENDER MORE THAN 60 PERCENT
OF OUTSTANDING SHARES TO NISOURCE'S OFFER
NISOURCE EXTENDS $68 PER SHARE CASH TENDER OFFER FOR COLUMBIA ENERGY
GROUP
Merrillville, Ind., Aug. 9, 1999 NiSource Inc. (NYSE: NI) today
announced that as of 5:00 p.m. EST on Friday, August 6, 1999 Columbia
Energy Group shareholders have tendered 49,638,497 shares pursuant to
NiSource's tender offer. This represents more than 60 percent of
Columbia's common shares outstanding.
Gary Neale, NiSource Chairman, President and Chief Executive
Officer, said, "We're gratified by the strong response to our tender.
This was Columbia shareholders' first opportunity to express their
desires directly to the Columbia Board. They've sent a resounding
message: they want the board to fulfill its fiduciary obligations and
meet with us to discuss our offer."
Given the strength of the response from Columbia shareholders,
NiSource is extending its $68 per share cash tender offer for shares
of Columbia Energy Group to midnight EST on October 15, 1999.
Neale reiterated that NiSource is fully committed to seeing the
process through to the successful completion of its acquisition of
Columbia and is willing to increase the price if Columbia negotiates a
friendly transaction.
"We urge Columbia shareholders who have not done so to tender
their shares to demonstrate their desire for Columbia's management to
meet with us," Neale said.
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. Further information on the company's offer for
Columbia may found on the Internet at www.yes2nisource.com and about
the company at www.nisource.com.
This 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, 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 release 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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