SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Confidential, for Use of the
[_] Preliminary Proxy Statement Commission Only (as Permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Columbia Energy Group
-----------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
NISOURCE, COLUMBIA ASK VIRGINIA, PENNSYLVANIA TO APPROVE MERGER
NiSource Inc. and Columbia Energy Group have filed petitions with state
regulators in Pennsylvania and Virginia requesting necessary approvals for their
planned merger. The petitions are part of a process that also will require the
approval of various federal agencies as well as other state regulators.
The two companies filed their petitions with the State Corporation Commission of
Virginia on April 4 and with the Pennsylvania Public Utility Commission on March
30. The petitions ask the state regulators to approve the transfer of ownership
of Columbia Gas of Pennsylvania and Columbia Gas of Virginia under the proposed
NiSource-Columbia merger agreement announced Feb. 28. The transaction is
expected to close by the end of the year.
The combined company will become the largest natural gas distributor east of the
Rocky Mountains, serving more than 4.1 million customers primarily located in
nine states. Its operations will span the high-growth energy corridor stretching
from the Gulf of Mexico to New England.
Columbia Gas of Virginia, based in Chesterfield County, provides retail natural
gas service to more than 182,000 customers in 52 counties.
Pittsburgh-based Columbia Gas of Pennsylvania provides retail natural gas
service to approximately 389,000 customers in 27 counties.
"The purpose of the merger is to create an enterprise that will better serve our
local customers than either company could alone," said Gary L. Neale, NiSource
chairman, president and chief executive officer. "It is driven by our shared
vision of the future of the energy industry in which successful providers add
value for their customers by offering the combined benefits of innovation and
economies of scale.
Oliver G. Richard III, chairman, president and chief executive officer of
Columbia Energy Group, said, "We are enthusiastic about the opportunities and
value the merger will bring to our shareholders, customers and the communities
we serve. Columbia's historical leadership in opening markets to supplier choice
under deregulation will be continued. Columbia Gas customers will be able get
the same friendly, reliable service they have known for years."
The proposed merger will have no impact on the two Columbia utilities' rates,
terms and conditions now approved by state regulators, according to the filings.
The filings also pointed out that after the NiSource/Columbia merger, the two
Columbia utilities will:
o Maintain their headquarters in Chesterfield County, Va. and
Pittsburgh.
o Honor all collective bargaining agreements and provide employees with
the better of Columbia or NiSource aggregate benefits for three years
following the closing. Because NiSource and Columbia have no
overlapping service areas, no significant staff reductions are
expected to take place at the two local distribution companies.
<PAGE>
o Continue their leading role in promoting competition and customer
choice in rapidly deregulating markets.
o Continue their history of community and civic involvement.
The daily operational impact of the mergers will be transparent to Columbia Gas
of Pennsylvania and Columbia Gas of Virginia customers because the change in
corporate ownership "will not change the manner in which Columbia provides gas
sales and distribution service" in the two states, the filings noted.
Neale noted that Columbia utilities are recognized leaders in opening markets to
supplier choice under deregulation. He said Columbia utilities will be able to
offer their customers the same friendly, reliable service plus new energy
options being pioneered by NiSource, such as distributed generation.
Distributed generation is an alternative means of obtaining electric power on
site using clean-burning, gas-fired generating facilities ranging from large
cogeneration systems for industrial users, to microturbines for smaller
businesses, to compact fuel cells for homes. Neale explained, "These options add
an important local dimension to the term 'energy independence' for consumers.
It's just one of many ways we're adding value for customers served by our
distribution systems."
NiSource is a holding company with headquarters in Merrillville, Ind. Its
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 NiSource is available on the Internet at
www.nisource.com.
The following is included in accordance with federal securities laws:
This story and others in this issue of powerhouse contain 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 may 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. 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 document. 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.
NiSource and the new holding company have filed a registration statement, which
contains a joint proxy statement/prospectus of NiSource and Columbia, and other
documents with the Securities and Exchange Commission. Investors and security
holders are urged to read the joint proxy statement/prospectus and any other
relevant documents filed with the SEC when they become available because they
contain important information. Investors and security holders are able to
receive the final joint proxy
<PAGE>
statement/prospectus and other documents free of charge at the SEC's web site,
www.sec.gov, from NiSource at its web site, www.nisource.com, or from Columbia
at its web site, www.columbiaenergygroup.com. Information concerning the
identity of the participants in the solicitation of proxies by the NiSource Inc.
and Columbia Energy Group boards of directors and their direct or indirect
interest, by security holdings or otherwise, may be obtained from the Secretary
of NiSource Inc. or the Secretary of Columbia EnergyGroup at the respective
addresses listed above.
