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 May 2, 2000, NiSource and Columbia announced that the Public
Utilities Commission of Ohio will file a statement with the U.S.
Securities and Exchange Commission stating that the NiSource/Columbia
Energy Group merger would have no impact on its ability to protect the
interests of Columbia Gas of Ohio ratepayers. The text of the joint
press release follows.
TEXT OF JOINT PRESS RELEASE
MAY 2, 2000
[NiSource logo] [Columbia logo]
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
OHIO COMMISSION SUPPORTS NISOURCE/COLUMBIA ENERGY GROUP MERGER
MERRILLVILLE, Ind. and HERNDON, Va. (May 2, 2000)-- NiSource Inc.
and Columbia Energy Group announced that the Public Utilities
Commission of Ohio (PUCO) today authorized a letter to the U.S.
Securities and Exchange Commission (SEC) stating that the
NiSource/Columbia Energy Group merger would have no impact on its
ability to protect the interests of Columbia Gas of Ohio ratepayers.
The PUCO letter also said it would continue to exercise
jurisdiction over the regulated activities of Columbia Gas of Ohio, a
natural gas distribution subsidiary of Columbia Energy Group, following
the companies' proposed merger.
Today's decision moves the NiSource/Columbia merger a step closer
to the expected completion of the transaction later this year. The
commission's staff and Columbia Gas of Ohio regulatory staff
negotiated a number of commitments by the utility, Columbia Energy
Group and NiSource, which furnished the basis of the commission
action. Columbia Gas of Ohio 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 [SM]
program and its collaborative process in working with the Commission
on evolving issues in a competitive gas market.
In the letter, Columbia Gas of Ohio, acting on its own behalf and
that of the merging companies, committed to the following:
* Its headquarters will remain at its present location in
Columbus, Ohio;
* The merging companies do not anticipate any material impact
on Columbia Gas of Ohio employment levels.
* The PUCO and its staff will have access to the books and
records of Columbia Gas of Ohio and other affiliates when
relevant to the rates and services of Columbia Gas of Ohio;
* The proposed merger leaves in place the Columbia Gas of Ohio
rate freeze until October 2004 that was negotiated earlier
with a regulatory collaborative and adopted by the PUCO.
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.
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, 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 www.columbiaenergygroup.com.
# # #
This release contains 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 this release.
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
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.
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.
