Filed by: NiSource Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Columbia Energy Group
Registration Statement File No: 333-33896
On April 12, 2000, NiSource Inc. and Columbia Energy Group announced
that they have filed a joint application with the Federal Energy
Regulatory Commission seeking necessary approvals of their planned
merger under the Federal Power Act. The following is a transcript of
the press release issued on April 12, 2000:
PRESS RELEASE
April 12, 2000
[NiSource logo] [Columbia Energy Group logo]
NEWS RELEASE
Contacts:
Media
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NiSource - Sally A. Anderson (219) 647-6203
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
NISOURCE, COLUMBIA ENERGY GROUP SEEK FERC APPROVAL OF MERGER
JOINT PETITION REQUESTS DECISION BY JULY 31
MERRILLVILLE, Ind., and HERNDON, Va. (April 12, 2000)--NiSource
Inc. (NYSE: NI) and Columbia Energy Group (NYSE: CG) today announced
they have filed a joint application with the Federal Energy Regulatory
Commission (FERC) seeking necessary approvals of their planned merger
under the Federal Power Act (FPA).
The NiSource/Columbia merger satisfies the requirements of the
FPA and the standards defined in the FERC's Merger Policy Statement in
that it will not adversely affect competition, impair the
effectiveness of regulation, or cause increases in the rates paid by
wholesale electric or transmission customers, according to the filing.
The joint application requests a decision by July 31, a time period
consistent with other recent FERC merger approvals under the FPA.
The NiSource/Columbia transaction, announced February 28, is
expected to close by the end of the year. The combined company will
serve more than 4.1 million customers primarily located in nine
states. Its operations will span the high-growth energy corridor
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NiSource/Columbia Seek FERC Approval--2
extending from the Gulf of Mexico to New England, creating the largest
natural gas distributor east of the Rockies, with wholesale and retail
electric operations.
"Today's filing is our next step toward creating a super-regional
enterprise with access to strategic and operational opportunities that
would not be available to us as separate companies," said Gary L.
Neale, NiSource chairman, president and chief executive officer.
"Together, we will have three elements that are key to success in the
increasingly deregulated and competitive energy marketplace: increased
size, scope and scale; access to strategic geographic markets, and a
broad range of complementary assets."
Oliver G. Richard III, chairman, president and chief executive
officer of Columbia Energy Group, said, "We are enthusiastic about the
value the merger will bring to our shareholders, customers and the
communities we serve. The combination provides a powerful platform
for growth."
The principal subsidiary of NiSource that is subject to FERC
jurisdiction under the FPA is Northern Indiana Public Service Company
(NIPSCO).
NIPSCO generates and distributes electricity to about 426,000
customers in 30 counties in northern Indiana, owns and operates four
coal-fired generating stations, two hydroelectric generating plants
and four gas-fired combustion turbine generating units, providing a
total system net capability of 3,392 megawatts. NIPSCO's electric
retail rates and services in Indiana will continue to be regulated by
the Indiana Utility Regulatory Commission following the merger,
according to the filing.
The only Columbia subsidiary subject to FPA jurisdiction is
Columbia Energy Power Marketing (CEPM) Corporation.
The NiSource/Columbia application gives an independent analysis
of the potential competitive impacts of their proposed merger by an
economic expert. The analysis concludes that combining the companies
will not adversely impact competition in any relevant product and
geographic markets.
Current FERC and state regulatory jurisdiction over the
companies' subsidiaries also will remain unchanged following the
merger, according to the filing.
NiSource 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
http://www.nisource.com.
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NiSource/Columbia Seek FERC Approval--3
Columbia Energy Group, based in Herndon, Va., is one of the
nation's leading energy services companies, with assets of
approximately $7 billion. Its operating companies engage in virtually
all phases of the natural gas business, including exploration and
production, transmission, storage and distribution, as well as retail
energy marketing, propane and petroleum product sales, and electric
power generation. More information about Columbia is available on the
Internet at http://www.columbiaenergygroup.com.
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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 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 because they contain important
information. Investors and security holders are able to
receive the final joint proxy statement/prospectus and other
documents free of charge at the SEC's web site,
http://www.sec.gov, from NiSource at its web site,
http://www.nisource.com, or from Columbia at its web site,
http://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
Energy Group at the respective addresses listed above.
