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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. 37)
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
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This Amendment No. 37 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, September 21,
1999, September 22, 1999 September 23, 1999 and September 24, 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 24, 1999, pursuant to its previously announced repurchase
program, the Company purchased 55,000 Shares on the open market at a weighted
average price per share of $55.9989.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby supplemented and amended by adding the following:
Exhibit (a)(26) - Newspaper Advertisement included in the following
newspapers: The Munster Times (September 26, 1999), The Gary Post-Tribune
(September 26, 1999) and The Chesterton Tribune (September 27, 1999). (The text
of such newspaper advertisement was filed with the Commission on September 15,
1999 as Exhibit (a)(25) to the Company's Schedule 14D-9/A (No. 30) in connection
with its appearance in certain newspapers).
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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
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Name: Michael W. O'Donnell
Title: Senior Vice President and Chief Financial
Officer
Dated: September 27, 1999
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Exhibit List
Exhibit (a)(26) - Newspaper Advertisement included in the following
newspapers: The Munster Times (September 26, 1999), The Gary Post-Tribune
(September 26, 1999) and The Chesterton Tribune (September 27, 1999). (The text
of such newspaper advertisement was filed with the Commission on September 15,
1999 as Exhibit (a)(25) to the Company's Schedule 14D-9/A (No. 30) in connection
with its appearance in certain newspapers).
A MESSAGE TO CUSTOMERS OF
NORTHERN INDIANA PUBLIC SERVICE CO.
Shouldn't NIPSCO Pay More Attention To YOUR Needs?
Since early June, NiSource Inc., the parent company of Northern Indiana Public
Service Co. (NIPSCO), has spent millions of dollars in an attempt to acquire
Virginia-based Columbia Energy Group in a 1980's-style hostile takeover.
NiSource should end this costly and disruptive effort immediately and begin
focusing on something much more important: serving the needs of its customers.
YOU DESERVE LOWER RATES
NIPSCO has, by far, the highest residential electric rates of all of Indiana's
42 electric utilities, according to a recent survey issued by the Indiana
Utility Regulatory Commission. A NIPSCO customer using 1,000 kilowatt hours of
electricity pays $95.22 per month, compared to a statewide average of $65.46.
Instead of pouring millions of dollars into fees for investment bankers, lawyers
and consultants, NiSource should be trying to find ways to lower its high costs
and pass the savings on to you.
YOU DESERVE BETTER SERVICE
According to a recent survey published by two nationally recognized consulting
firms, NIPSCO ranked "below average" for customer service among electric utility
companies in the Midwest. Instead of sponsoring local events and placing
newspaper ads in states where it has no business operations, NiSource's
executives should be spending their time in Indiana trying to find ways to
respond more quickly and effectively to your complaints.
YOU DESERVE FREEDOM TO CHOOSE YOUR ENERGY COMPANY
Other companies across the nation, including Columbia, have embraced market
competition and freedom of choice for their customers. But NiSource refuses to
face the future, desperately clinging to its monopoly mentality.
Instead of trying to build an energy empire stretching from Indiana to
Massachusetts, NiSource should focus its resources on promoting consumer choice
in its existing markets.
You deserve better treatment from your energy company. NiSource should stop
wasting time and money on an expensive, disruptive and unwanted hostile takeover
campaign and start trying to lower rates, improve service and open its markets
to competition.
After all, you deserve it!
[COLUMBIA ENERGY GROUP LOGO]
