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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1/A
(Amendment No. 36)
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. 36 (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 December 17, 1999, Parent delivered the letter from
Gary L. Neale, Chairman, President and Chief Executive Officer of
Parent, to the Company's financial advisors, the form of which is
included herein as Exhibit (a)(55) 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.
(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.
(a)(53) Order dated December 9, 1999 of the Public Utilities
Commission of Ohio.
(a)(54) Press Release issued by Parent on December 13, 1999.
(a)(55) Form of letter dated December 17, 1999 from Gary L.
Neale, Chairman, President and Chief Executive Officer
of Parent, to the Company's financial advisors.*
(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.
6
(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.
__________________
*Filed herewith.
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: December 17, 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(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(a)(53) Order dated December 9, 1999 of the Public Utilities
Commission of Ohio.
11(a)(54) Press Release issued by Parent on December 13, 1999.
11(a)(55) Form of letter dated December 17, 1999 from Gary L. Neale,
Chairman, President and Chief Executive Officer of Parent,
to the Company's financial advisors.*
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.
__________________
*Filed herewith.
EXHIBIT 11(a)(55)
-----------------
[Form of letter dated December 17, 1999, from Gary L. Neale,
Chairman, President and Chief Executive Officer of Parent,
to the Company's financial advisors]
[Letterhead of Gary L. Neale, Chairman, President and Chief
Executive Officer of Parent]
Friday, December 17, 1999
Mr. Daniel B. More Mr. Gregg Smith Polle
Morgan Stanley Dean Witter Salomon Smith Barney
1585 Broadway Seven World Trade Center
New York, NY 10036 New York, NY 10048
Gentlemen:
We would like to thank you for the continued opportunity to pursue a
strategic combination with Columbia Energy Group ("Columbia"). WE ARE
PLEASED TO PRESENT YOU WITH THIS PROPOSAL TO PURCHASE ALL OF THE
OUTSTANDING SHARES OF COLUMBIA FOR $74.00 PER SHARE IN CASH.
We believe that the NiSource/Columbia platform is uniquely positioned
to create value for shareholders, employees and customers due to its
scale, contiguous asset base and complementary skills. The new
NiSource/Columbia will be a super-regional, full-service energy
provider serving over 4.1 million customers located within nine states
that span the high growth Energy Corridor. The combined
NiSource/Columbia will be competitively positioned as the largest
natural gas company east of the Rockies and the second largest gas
company in the U.S.
(i) We are proposing to purchase all of the outstanding stock of
Columbia for $74.00 per share in cash. The recent movement
in the stock prices of the electric and gas sectors has
affirmed our belief that this offer represents a full and
fair price to the Columbia shareholders and is
representative of the value that can be created through the
combination of these two companies.
(ii) As you are aware, our proposal is not subject to financing.
We have obtained a fully committed bank acquisition facility
from Credit Suisse First Boston ("CSFB") and Barclays Bank
Plc ("Barclays") in an amount sufficient to finance our
proposed purchase price. We believe that our commitment
letter is standard and customary for an acquisition
financing of this type. Furthermore, it is our
understanding that the demonstration of fully committed
financing, prior to the existence of a definitive merger
agreement, provides Columbia's directors and shareholders
with greater certainty than is typically furnished in a sale
process of this nature. We would be pleased to make
representatives from CSFB and Barclays available to discuss
the details of our financing package.
We plan to issue debt and equity in the capital markets and
to sell certain non-strategic assets to ensure that we
maintain a strong investment grade rating. Our financial
advisors and the rating agencies are comfortable with our
plan and our ability to maintain such a rating.
(iii) As stated previously, we have a great deal of respect for
Rick Richard and his management team. We recognize that
much of the value inherent in Columbia is attributable to
the knowledge and skills possessed by its managers,
employees and directors. NiSource has a proven history of
leveraging the management and employee talent present within
the companies with which we have merged.
Consistent with our recent communication with Columbia, we
are extending an invitation for five directors, including
Rick Richard, to join an expanded NiSource board of
directors. We would like to offer Rick the job of Vice
Chairman of the combined company and it is also our
intention to retain the heads of all critical operating
units and the headquarters for those units.
(iv) Our proposal for Columbia is based on public information and
the information and assumptions presented the Confidential
Information. The purchase would be accomplished through a
merger of a newly formed subsidiary of NiSource into Columbia.
We have assumed that the purchase agreement ("Agreement")
would include customary provisions for a transaction of this
type, including appropriate representations and warranties,
covenants and conditions to closing. We are not otherwise
aware of any special legal or business considerations that
would affect our proposal.
(v) We plan for our diligence effort to be confirmatory in
nature and we assume that the data room will contain most,
if not all, of the information required for completing our
due diligence. This assumption is based upon the
expectation that the data room will contain a customary
level of detail regarding the financial, operational,
environmental, regulatory, human resource and legal aspects
of Columbia and its subsidiaries. We have the necessary
personnel and resources available to complete our review and
we are prepared to be in Herndon as soon as the appropriate
information is available.
(vi) We have already obtained all the necessary corporate
approvals to execute our purchase proposal. NiSource
shareholder approval will not be required for this
transaction. We also have already obtained FTC approval for
a proposed transaction and do not anticipate any difficulty
in receiving the necessary approvals from the SEC on a
timely basis. Our regulatory analysis of the proposed
combination has concluded that we will require state utility
commission approvals from Kentucky, Maryland, Pennsylvania
and Virginia. We will also comply with any applicable
requirements in Ohio, West Virginia and Maine. As evidenced
in our combination with Bay State Gas Company, we have
proven to be successful in navigating the state approval
process in an expeditious and efficient manner. We believe
a friendly NiSource/Columbia transaction will receive more
timely treatment by regulators than the recent Dominion/CNG
transaction due to our lack of overlap and therefore should
require a shorter approval timeline.
As you are aware, we have had the proposed transaction
reviewed by four leading regulatory experts who are all
former state utility commissioners. These experts have
opined that a proposed NiSource/Columbia combination could
clear all regulatory hurdles within a 6-9 month time period.
(vii) NiSource has engaged CSFB and Wasserstein Perella & Company,
Inc. ("Wasserstein") to act as its financial advisors for
this transaction. We have also engaged Simpson Thacher and
Bartlett and Schiff Hardin & Waite as legal counsel. Any
contact with our financial advisors should be directed to
Jamie Welch, CSFB, at (212) 325-4588 or Ned Weihman,
Wasserstein, at (212) 969-2730. Our advisors have assured
us that their respective teams are available and fully
committed to the proposed schedule for completion of the
transaction.
We are very confident that our proposal will prove to be the most
compelling for the shareholders, employees and customers of Columbia.
We have very carefully structured our offer to address the
considerations of Columbia's various constituents. We look forward to
further discussing our proposal and would like an opportunity to meet
with Rick and his management team to expound upon our vision for the
combined NiSource/Columbia.
Sincerely,
/s/ Gary L. Neale
Gary L. Neale
Chairman and Chief Executive Officer
NiSource Inc.
