Filed by: New NiSource Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Columbia Energy Group
Registration Statement File No. 333-33896
On July 13, 2000, NiSource and Columbia announced that the
Pennsylvania Public Utility Commission has approved the merger and
that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act has expired. The text of the joint press release
follows:
Joint Press Release
July 13, 2000
NEWS RELEASE
CONTACTS:
MEDIA
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DRAFT FOR APPROVAL NiSource Sally A. Anderson (219) 647-6203
7/12/00 2 p.m. Columbia - R.A. Rankin, Jr. (703) 561-6044
INVESTOR RELATIONS
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NiSource - Dennis Senchak (219) 647-6085
Columbia - Thomas L. Hughes (703) 561-6001
PENNSYLVANIA PUC APPROVES NISOURCE-COLUMBIA ENERGY GROUP MERGER,
HART-SCOTT-RODINO WAITING PERIOD EXPIRES
MERRILLVILLE, Ind., and HERNDON, Va. (July 13, 2000)-NiSource
Inc. and Columbia Energy Group today reported continued progress on
the completion of important state and federal reviews of their
proposed merger.
The Pennsylvania Public Utilities Commission (PUC) today
unanimously approved the merger, bringing the number of necessary
state actions to eight of nine required.
The transaction also has cleared the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act at the U.S. Department of
Justice and the Federal Trade Commission. The Act requires federal
antitrust agencies to review mergers of a certain size.
The NiSource/Columbia transaction, announced February 28, is
expected to close by the end of the year. The combined company will
serve more than 4 million customers primarily located in nine states.
Its operations will span the high-growth energy corridor extending
from the Gulf of Mexico to Chicago to New England, creating the
largest natural gas distributor east of the Rockies, with wholesale
and retail electric operations.
"We are gratified by this timely state and federal regulatory
consideration given to our proposal to create a super-regional energy
enterprise with access to strategic and operational opportunities that
will benefit current and future energy markets," said Gary L. Neale,
NiSource chairman, president and chief executive officer.
Oliver G. Richard III, chairman, president and chief executive
officer of Columbia Energy Group, said, "We are pleased with these
actions, which will help NiSource and Columbia continue to keep the
merger process on track. Delivering outstanding service and strong
value to our customers will continue to be major goals of Columbia's
natural gas distribution companies."
Approval by the Pennsylvania PUC followed a comprehensive
settlement agreement filed June 22 with the commission, under which
the groups who intervened in the original application recommended the
merger's approval by the PUC. The intervenors included the
Pennsylvania Offices of Consumer Advocate, Small Business Advocate,
and Trial Staff; a group of large industrial customers; and a number
of labor unions representing Columbia Energy Group employees.
The Pennsylvania settlement agreement provides comprehensive
customer benefits, including a freeze in base rates until Jan. 1,
2004. Columbia Gas of Pennsylvania will maintain its quality customer
service and seek further improvements. The company also will track
related performance levels for three years, retain its commitment to
expand its customer assistance program, maintain current charitable
contributions, and support civic efforts for the next five years.
Additionally, Columbia Gas will maintain an organization and
staffing plan that will ensure safe, reliable service to the more than
389,000 customers the company serves in 27 Pennsylvania counties and
retain its headquarters in Pittsburgh.
Approval is also required by other regulatory agencies, including
the Virginia State Corporation Commission, the Federal Energy
Regulatory Commission and the Securities and Exchange Commission.
Shareholders of both companies approved the transaction in June.
NiSource Inc. (NYSE: NI) is a holding company with headquarters
in Merrillville, Ind., whose primary business is the distribution of
electricity, natural gas and water in the Midwest and Northeastern
United States. The company also markets utility services and customer-
focused resource solutions along a corridor from Texas to Maine. More
information about the company is available on the Internet at
www.nisource.com
Columbia Energy Group (NYSE: CG), based in Herndon, Va., is one
of the nation's leading energy services companies. Its operating
companies engage in nearly all phases of the natural gas business,
including exploration and production, transmission, storage and
distribution, as well as propane and petroleum product sales and
electric power generation. More information about Columbia is
available on the Internet at www.columbiaenergygroup.com.
This release contains forward-looking statements within the
meaning of the federal securities laws. These forward-
looking statements are subject to various risks and
uncertainties. The factors that could cause actual results
to differ materially from the projections, forecasts,
estimates and expectations discussed herein include factors
that are beyond the companies' ability to control or
estimate precisely, such as estimates of future market
conditions, the behavior of other market participants and
the actions of the federal and state regulators.
Other factors include, but are not limited to, actions in
the financial markets, weather conditions, economic
conditions in the two companies' service territories,
fluctuations in energy-related commodity prices, conversion
activity, other marketing efforts and other uncertainties.
These and other risk factors are detailed from time to time
in the two companies' SEC reports. Readers are cautioned
not to place undue reliance on these forward-looking
statements, which speak only as of the date of this release.
The companies do not undertake any obligation to publicly
release any revisions to these forward-looking statements to
reflect events or circumstances after the date of the
document.
In addition to other documents filed with the Securities and
Exchange Commission by the two companies, NiSource and the
new holding company have filed a registration statement,
which contains a joint proxy statement/prospectus for
NiSource and Columbia Energy. The final joint proxy
statement/prospectus, dated April 24, 2000, is available and
has been distributed to the companies' shareholders.
Investors and security holders are urged to read the joint
proxy statement/prospectus and any other relevant documents
filed with the SEC because they contain important
information. Investors and security holders may receive the
joint proxy statement/prospectus and other documents free of
charge at the SEC's Web site, www.sec.gov, from NiSource
Investor Relations at 801 East 86th Avenue, Merrillville,
Indiana 46410 or at its Web site, www.nisource.com, or from
Columbia Investor Relations at 13880 Dulles Corner Lane,
Herndon, Virginia 20171 or at its Web site,
www.columbiaenergygroup.com.
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