============================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 14D-1/A
(Amendment No. 23)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
------------------------
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
=====================================================
This Amendment No. 23 (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 10. Additional Information.
On October 5, 1999, at a meeting among officials of Parent,
officials of the Kentucky Public Service Commission and members of the
public, Parent made available the materials which are included herein
as Exhibit (a)(35) 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.
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.*
(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.
5
(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.
6
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: October 5, 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(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.
EXHIBIT 11(a)(35)
-----------------
PRESENTED TO THE KENTUCKY PUBLIC SERVICE COMMISSION
[NiSource Logo]
Delivering life's essential resources October 5, 1999
[Map of eastern United States highlighting the NiSource service
territory]
[Photo of Gary L. Neale at NiSource Annual Meeting]
[Photos of NiSource employees at work]
WHO IS NISOURCE?
[NiSource Logo]
Delivering life's essential resources
In early 1999, NIPSCO Industries changed its name to NiSource
NiSource is a holding company 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
Kentucky Public Service Commission
October 5, 1999
CORPORATE CORRIDOR
[NiSource Logo]
Delivering life's essential resources
[Graphic - Map of eastern United States highlighting the NiSource
service territory]
Kentucky Public Service Commission
October 5, 1999
BUSINESS PROFILE
[NiSource Logo]
Delivering life's essential resources
[Graphic - Organizational Chart]
NiSource
Delivering life's essetial resources
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Electric Gas Water Unregulated
Business Business Business Business
-------- -------- -------- -----------
NIPSCO Bay State Crossroads IWC Resources Primary Energy
Energy USA
Northern NIFL Indianapolis Harbour Miller TPC
Utilities Water Co. Water Co. Pipeline
PNGTS Kokomo Gas Liberty Lawrence SM&P MHP
Water Co. Water Co.
Granite State
</TABLE>
Kentucky Public Service Commission
October 5, 1999
NISOURCE REGULATED COMPANIES
[NiSource Logo]
Delivering life's essential resources
[Graphic - NIPSCO Logo]
[Graphic - Northern Indiana Fuel and Light Logo]
[Graphic - Kokomo Gas Company Logo]
[Graphic - Bay State Gas Company Logo]
[Graphic - Indianapolis Water Company Logo]
[Graphic - Granite State Gas Transmission, Inc. Logo]
[Graphic - Crossroads Pipeline Company Logo]
[Graphic - Northern Utilities Natural Gas Company Logo]
Kentucky Public Service Commission
October 5, 1999
NISOURCE UNREGULATED COMPANIES
[NiSource Logo]
Delivering life's essential resources
[Graphic - Primary Energy Logo]
[Graphic - EnergyUSA Logo]
[Graphic - EnergyUSA - TPC Logo]
[Graphic - Miller Pipeline Corp. Logo]
[Graphic - SM&P Utility Resources, Inc. Logo]
Kentucky Public Service Commission
October 5, 1999
GROWTH OF $10,000 INVESTMENT
[NiSource Logo]
Delivering life's essential resources
[Graph - Chart showing Growth of $10,000 investment in NiSource
Inc. from 1989 through 1998 compared to S&P 500 Index]
NiSource - 21.6%
S&P 500 - 19.2%
- NiSource Inc. Worth $70,531
21.57% Annualized
- Index S&P 500 Worth $58,086
19.23% Annualized
Kentucky Public Service Commission
October 5, 1999
MAJOR ACQUISITIONS
[NiSource Logo]
Delivering life's essential resources
--- - Northern Indiana Public Service Company
- Gas and Electric Utility
1992 - Kokomo Gas & Fuel Company
- Gas Utility
1993 - Northern Indiana Fuel & Light Company
- Gas Utility
1993 - Crossroads Pipeline Company
- Interstate Pipeline
1997 - IWC Resources Corporation
- Water Utility and Utility Services
1998 - Portland Natural Gas Transmission System
- Interstate Pipeline
1999 - Bay State Gas Company/Northern Utilities
- Gas Utilities
1999 - TPC Corporation/Market Hub Partners
- Gas Marketing and Salt Cavern Storage
Kentucky Public Service Commission
October 5, 1999
NISOURCE/CG ENERGY CORRIDOR
[NiSource Logo]
Delivering life's essential resources
- Platform for Success
* 4,100,000 customers
* 19,000 miles of gas pipelines
* 700 Bcf of gas storage
* 4,000 MW power generation
* 800 Bcf proved natural gas reserves
----------------------------------------------------------------
30% of U.S. Population and 40% of U.S. Energy Consumption
----------------------------------------------------------------
Kentucky Public Service Commission
October 5, 1999
NISOURCE DISTRIBUTION COMPANIES
[NiSource Logo]
Delivering life's essential resources
[Graphic - Map of eastern United States with inset maps of
midwest and northeast regions]
Kentucky Public Service Commission
October 5, 1999
COLUMBIA SERVICE TERRITORIES
[NiSource Logo]
Delivering life's essential resources
[Graphic - Map of eastern United States with inset maps focusing
on Ohio, Virginia, Kentucky, Pennsylvania and Maryland]
Kentucky Public Service Commission
October 5, 1999
NIPSCO'S CUSTOMER FOCUS
[NiSource Logo]
Delivering life's essential resources
[NIPSCO Logo]
- Major investments in technology to serve customers
* Customer Information System
* Automated Dispatching
* Gas Distribution Improvement Program
- Satisfaction surveys
* All customers - residential, commercial, industrial
* MOMENT OF TRUTH, image and targeted
Kentucky Public Service Commission
October 5, 1999
ALTERNATIVE REGULATORY PLAN
[NiSource Logo]
Delivering life's essential resources
[NIPSCO Choice Logo]
Overview
- A state regulatory framework corresponding with the
evolving natural gas marketplace
- A managed transition to a full-scale customer choice
program
- An expansion of NIPSCO's ability to present services of
greater value
- An invitation to other interested parties to help shape
these developments
Kentucky Public Service Commission
October 5, 1999
WHAT IS NIPSCO CHOICE?
[NiSource Logo]
Delivering life's essential resources
NIPSCO choice is a voluntary program designed to give customers
an opportunity to choose their own natural gas supplier
[NIPSCO Choice Logo]
Kentucky Public Service Commission
October 5, 1999
WHY NIPSCO CHOICE?
[NiSource Logo]
Delivering life's essential resources
Customers want choice...
...Competition is good
- Customers
* control over gas bill
* opportunity for savings
* increased service offerings
- Competitors
* new customer base
* new service offerings
- NIPSCO
* proactive approach to competition
* increased service offerings
* new customer base (suppliers)
Kentucky Public Service Commission
October 5, 1999
PROGRAM SUMMARY - EXPANSION UPDATE
[NiSource Logo]
Delivering life's essential resources
- Participation as of April 1, 1999
* 3,200 residential
* 4,000 commercial and industrial
- Participation as of August 27, 1999
* 11,500 residential
* 4,500 commercial and industrial
* over 40,000 requests for information
-------------------------------------------------------
Eligible - 620,000 residential and 50,000 commercial
Limit - 150,000 residential and 20,000 commercial
-------------------------------------------------------
[NIPSCO Choice Logo]
Kentucky Public Service Commission
October 5, 1999
CUSTOMER EDUCATION
[NiSource Logo]
Delivering life's essential resources
[NIPSCO Choice Logo]
- Objective
* cost effectively educate customers to increase
participation
- Strategy
* utilize employees, utility bill, Office of Utility
Consumer Counselor and media relations to introduce and
promote NIPSCO Choice
- Campaign Theme - Choice is an opportunity to...
* save money
* purchase additional products and services
* experience competition
* control gas bills
Kentucky Public Service Commission
October 5, 1999
CUSTOMER EDUCATION
[NiSource Logo]
Delivering life's essential resources
- How we applied what we learned
* NIPSCO Choice featured in utility bill (special edition
of Energy News, bill inserts, etc.)
* informative and educational direct mail pieces
(frequently asked questions, newsletter, etc.)
* various channels of information
- newspapers, direct mail, Internet, radio, town
hall meetings
- key players--Office of the Utility Consumer
Counselor, suppliers
* bill redesign
Kentucky Public Service Commission
October 5, 1999
CUSTOMER EDUCATION
How Customers Learn About Choice
[NiSource Logo]
Delivering life's essential resources
[NIPSCO Choice Logo]
Chart 1
-------
Sources of Information About NIPSCO Choice
[Graphic - Bar Chart representing the following:]
Newspaper 41%
Energy News 31%
Bill Insert 20%
TV News 18%
Radio News 7%
Direct Mail 6%
Relative 3%
Other 3%
Bill Message 2%
Friend 2%
Don't Know 5%
Chart 2
-------
Degree of Difficulty Understanding Information Provided in Media
[Graphic - Pie Chart representing the following:]
Somewhat Easy 47%
Very Easy 25%
Undecided 5%
Very Hard 2%
Somewhat Hard 14%
Neither Easy nor Hard 7%
Kentucky Public Service Commission
October 5, 1999
Flexibility - Program Design
[NIPSCO Choice Logo]
[NiSource Logo]
Delivering life's essential resources
- Examples
* continuous signup
* electronic enrollment
* acceleration of expansion
* flexible Gas Cost Adjustment
* bill redesign
Kentucky Public Service Commission
October 5, 1999
Bill Redesign
[NIPSCO Choice Logo]
[NiSource Logo]
Delivering life's essential resources
- Objectives
* improve customer satisfaction by delivering a clear,
concise summary of activity in a user friendly format
* support NIPSCO Choice by providing an unbundled and
easily comparable view of gas bill components
- Key Inputs
* customer feedback and preference, including suppliers
* NIPSCO Choice objectives
* regulatory concerns
* Customer Information System requirements
Kentucky Public Service Commission
October 5, 1999
NEXT STEPS
[NiSource Logo]
Delivering life's essential resources
[NIPSCO Choice Logo]
- Listen to customers!
- Communicate, communicate, communicate
* suppliers, regulators, advisory panels, business
leaders
- Further program and process "evolution"
- Develop new products and services
- Deliver customer service excellence
Kentucky Public Service Commission
October 5, 1999
REGULATORY APPROACH
[NiSource Logo]
Delivering life's essential resources
- Open, direct and frequent communications
- Work with regulators and regulation
- Proactively work with all interested parties
- Seek to build solutions that work for all
- Develop innovative solutions that drive the changing gas
industry
Kentucky Public Service Commission
October 5, 1999
