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.:
<PAGE>
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
CKY files merger application
NiSource, Columbia Energy Group and Columbia Gas of Kentucky (CKY) filed last
week a joint application with the Kentucky Public Service Commission requesting
the necessary approvals related to the planned merger.
Under Kentucky's statutes, the Commission has 60 days in which to review and
rule on the proposed merger.
Similar applications have been filed with the Pennsylvania Public Utility
Commission and the State Corporation Commission of the Commonwealth of Virginia.
<PAGE>
Ohio PUC signs off on merger
Ohio regulators last week told the U.S. Securities and Exchange Commission (SEC)
that a NiSource-Columbia merger would have no impact on the state's ability to
protect the interests of Columbia Gas of Ohio (COH) ratepayers.
In a letter to the SEC, the Public Utilities Commission of Ohio (PUCO) also said
it would continue to exercise jurisdiction over the regulated activities of the
Columbia natural gas utility after the companies' proposed merger.
The PUCO action moves the NiSource-Columbia merger a step closer to the expected
completion of the transaction later this year.
The Ohio commission's staff and COH regulatory staff negotiated a number of
commitments by the utility, Columbia Energy Group and NiSource, which furnished
the basis of the commission action.
The commitments include:
- -- COH headquarters will remain at its present location in Columbus.
- -- The merging companies do not anticipate any material impact on COH employment
levels.
- -- The PUCO and its staff will have access to the books and records of COH and
other affiliates when relevant to the rates and services of COH.
- -- The proposed merger leaves in place the COH rate freeze until October 2004
that was negotiated earlier with a regulatory collaborative and adopted by the
PUCO.
COH is the largest natural gas utility in the state with more than 1.3 million
customers in 64 of Ohio's 88 counties. Still pending are actions by several
state public utility commissions and federal agencies, as well as shareholder
votes on the merger.
"We appreciate the Ohio commission's timely action and consideration in
addressing the merger," said Gary L. Neale, NiSource chairman, president and CEO
and Oliver G. Richard III, Columbia Energy Group chairman, president and CEO, in
a joint statement. "Consumer service and value delivery have and will continue
to be major goals of the Columbia Gas distribution business."
"Columbia Energy Group and NiSource are proud of the record of excellence in
customer service that has been established by Columbia Gas of Ohio," the Ohio
utility stated in a commitment letter submitted to the PUCO. The letter also
said the merging companies are committed to continuation of Columbia Gas of
Ohio's robust Customer Choice program and its collaborative process in working
with the commission on evolving issues in a competitive gas market.
The NiSource/Columbia Energy Group merger, announced February 28, will result in
a combined company serving more than 4.1 million customers primarily located in
nine states. Its operations will span the high-growth energy consumption
corridor stretching from the Gulf of Mexico to New England, creating the largest
natural gas distributor east of the Rocky Mountains.
<PAGE>
Employees holding Columbia stock to vote on merger
Columbia stockholders, including those employees who hold company stock through
the Columbia Savings Plan, are receiving two important meeting notices in the
mail.
One is for the company's annual meeting of stockholders on May 17 and the other
is for a special meeting, scheduled for June 2, to vote on adoption of the
merger agreement between NiSource and Columbia.
Adoption of the merger agreement requires the affirmative vote of a majority of
the more than 80 million outstanding shares of Columbia stock, said Thomas L.
Hughes, vice president for investor relations at Columbia.
Hughes noted that current and former employees of Columbia hold nearly nine
percent of these shares.
The notices, or proxy statements, mailed to shareholders both for the annual and
special meetings include cards for shareholders to record their votes.
For the June 2 special meeting for the merger adoption vote, stockholders may
vote by telephone instead of mailing in their card. The proxy card contains
instructions for telephonic voting.
The proxy votes will be tabulated by Columbia's transfer agent, Harris Trust.
Voting of Savings Plan shares is confidential.
NiSource and Columbia announced on Feb. 28 that the boards of directors of both
companies approved a definitive merger agreement under which NiSource will
acquire all of the outstanding shares of Columbia in a transaction which values
Columbia's common equity at approximately $6.0 billion. NiSource also will
assume approximately $2.5 billion in Columbia long-term debt.
Upon completion of the transaction, Columbia and NiSource will become wholly
owned subsidiaries of a new holding company.
With assets stretching from the Gulf of Mexico, through the Midwest to the
Northeast, the combined company will have a powerful platform, with access to
30% of the U.S. population and 40% of U.S. energy consumption. The company will
have over 4.1 million natural gas, electric, water and propane customers located
primarily in nine states.
The agenda for Columbia's annual meeting includes the election of five
directors: Wilson K. Cadman, J. Bennett Johnston, James P. Heffernan, Karen L.
Hendricks and Peter M. Schwolsky, Columbia's chief legal officer.
<PAGE>
The following is included to conform with federal regulations:
This story and others on the merger that appear on this Web site contain certain
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 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 these stories.
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 when
they become available because they will contain important information. Investors
and security holders can 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.
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 interests, by security holdings or otherwise, may be
obtained from the Secretary of NiSource Inc. or the Secretary of Columbia Energy
Group, as the case may be, at the addresses listed above.
