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 August 1, 2000, NiSource announced the key leadership and new
organizational structure to be in place upon completion of its merger
with Columbia Energy Group. The text of the press release follows:
Press Release
August 1, 2000
NiSource Announces Post-Merger Leadership Structure;
Management Team to Focus on Delivering Growth, Innovation
MERRILLVILLE, Ind., Aug. 1 -- NiSource Inc. (NYSE NI news) has
announced the key leadership and new organizational structure to be
in place upon completion of its $6 billion merger with Columbia
Energy Group (NYSE: CG - news), which was announced Feb. 28 and is
expected to close by year-end.
Gary L. Neale, NiSource chairman, president and chief executive
officer, has been elected by NiSource's Board of Directors to head the
new company and will retain the same title.
"The evolving energy marketplace offers unparalleled opportunity for
growth and innovation. This new management structure will support the
company's growth strategy in energy supply and distribution as well as
the development of new energy choices through emergent technologies,"
Neale said. "Our Board has put a strong management team in place to
lead the new company."
Stephen P. Adik, NiSource senior executive vice president, chief
financial officer and treasurer, will become vice chairman of the new
NiSource.
Catherine G. Abbott, chief executive officer of Columbia Gas
Transmission Company and Columbia Gulf Transmission Company, is named
president, Pipeline Operations, including both Columbia natural gas
transmission systems and fiber optic telecommunications network
operations, as well as NiSource's Crossroads Pipeline Company and
NiSource's investment in Portland Natural Gas Transmission System.
Patrick J. Mulchay, president of NiSource's Northern Indiana Public
Service Company (NIPSCO), will become president, Merchant Company,
including electric generating operations, wholesale gas and electric
trading, gas supply and storage, and gas exploration and production of
the combined company.
Jeffrey W. Yundt, president of NiSource's Bay State Gas Company
subsidiary, is named president, Energy Distribution, overseeing all
gas and electric distribution systems of the combined company.
Mark D. Wyckoff, formerly NiSource vice president of Human Resources
and currently the executive leading Project Compass, the
NiSource/Columbia integration process, will head the combined
company's distributed generation and electronic commerce initiatives
as president, New Energy Company.
Joseph L. Turner will remain in his position of president of Primary
Energy, Inc., the nation's leading developer of on-site industrial
power generation.
All of the above executives will report directly to Neale.
Michael W. O'Donnell, senior vice president and chief financial
officer of Columbia Energy Group, will become executive vice president
and chief financial officer of the new NiSource.
Stephen P. Smith, senior vice president and deputy chief financial
officer of Columbia Energy Group, who along with Wyckoff is leading
Project Compass, will become president, Business Services, consisting
of the combined company's administrative and shared services
functions.
James M. Clarke, NiSource vice president of Risk Management and
Capital Allocation, will continue in that role following the merger.
O'Donnell, Smith and Clarke will report to Adik.
"This management team's extraordinary experience, talent and energy
will enable us to hit the ground running once the merger is completed,
to deliver to our customers and shareholders the value from this
strategic combination of brands and other assets," Neale said. "In
the coming weeks the leadership team will be working closely with
Project Compass, our integration planning process, to build a strong
organization positioned to capitalize on the tremendous opportunities
in the marketplace."
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.
The NiSource/Columbia merger is on target to close by the end of 2000,
pending approval by the U.S. Securities and Exchange Commission. The
combination was approved by the Federal Energy and Regulatory
Commission last week, following similar state actions regarding the
companies' distribution companies in Virginia, Pennsylvania, Maryland,
Indiana, Kentucky, Massachusetts, Ohio, Maine and New Hampshire. The
transaction also recently cleared the waiting period under the Hart-
Scott-Rodino Antitrust Improvements Act at the U.S. Department of
Justice and the Federal Trade Commission. Shareholders of both
companies approved the merger in June.
NOTE: Biographies and portraits of the management team are available
at www.nisource.com.
NiSource Inc., 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 through Chicago to
Maine. More information about the company is available on the
Internet at www.nisource.com.
Columbia Energy Group, 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 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 territory, 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 for NiSource and Columbia
Energy Group. The final joint proxy statement/prospectus,
dated April 24, 2000, is available and has been distributed to
the companies' shareholders. Investment and security holders
are urged to read the joint proxy statement/prospectus and 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.
The following are the biographies of the management team referred
to in the press release above which are posted on NiSource's
website at www.nisource.com:
GARY L. NEALE
Chairman, President and
Chief Executive Officer
Gary Neale has been a leader in the energy industry for nearly 30
years. He joined NiSource Inc. in August 1989 as president and chief
operating officer and was promoted to chairman, president and chief
executive officer in March 1993.
Neale also serves as chairman of the American Gas Association, a trade
group representing companies involved in the nation's natural gas
industry. In addition, Neale is chairman of the North American
Electric Reliability Council. He serves on the boards of the Edison
Electric Institute and the Association of Edison Illuminating
Companies.
Before joining NiSource, Neale was chairman, president and chief
executive officer of Planmetrics, Inc., an energy consulting firm, for
17 years. He previously held management positions at Wells Fargo Bank
and Kaiser Industries.
Neale earned his bachelor's degree and a master's degree in business
administration from the University of Washington.
Neale is an active participant in the economic development, cultural
and environmental efforts of northwest Indiana. He has been appointed
by the governor of Indiana to the Economic Development Council, the
Energy Policy Forum and the Clean Air Advisory Committee.
CATHERINE G. ABBOTT
Cathy Abbott brings more than 20 years of experience in the energy
industry to the NiSource leadership team. She joined Columbia Energy
Group in 1996 as chief executive officer of Columbia Gas Transmission
Corporation and Columbia Gulf Transmission Company, interstate
pipeline subsidiaries.
Prior to joining Columbia, Abbott was a principal with Gem Energy
Consulting, Inc., which provided consulting services to natural gas,
electric and other energy firms. She previously served as a vice
president in various business units within Enron Corporation. More
than half of her 10-year career at Enron was devoted to developing
Enron's unregulated gas marketing and derivative product trading
capabilities.
Abbott also served as vice president, policy analysis at the
Interstate Natural Gas Association of America. She directed a number
of analytic offices in the U.S. Department of Energy, making policy
recommendations on deregulation of natural gas and electricity. She
also served at the White House Office of Energy Policy and Planning
and the Environmental Protection Agency.
Abbott earned her bachelor's degree from Swarthmore College in
Swarthmore, Pa. and a masters degree in public policy from the John F.
Kennedy School of Government at Harvard University.
STEPHEN P. ADIK
Steve Adik has made significant contributions to strengthening
NiSource and to achieving continued growth and profitability. He
joined NiSource in March 1987 as vice president and general manager,
Corporate Support Group, and was promoted to executive vice president,
chief financial officer and treasurer in 1994. In February 1999 the
Board of Directors of NiSource elected him senior executive vice
president, chief financial officer and treasurer.
Adik's industry affiliations include the American Gas Association,
Edison Electric Institute and Midwest Gas Association.
Prior to joining NiSource, Adik was an officer of American Natural
Resources Company in Detroit. He began his career with The Chessie
System and served in various management positions with a division of
Northwest Industries and with the Penn Central Corporation.
Adik is an engineering graduate of the Stevens Institute of Technology
in New Jersey, and earned a master's of business administration degree
in finance from Northwestern University.
JAMES M. CLARKE
Jim Clarke has extensive knowledge of markets, trading, derivatives
and risk management. He is vice president of Risk Management and
Capital Allocation at NiSource. In that role, he is responsible for
market, credit and operational risk as well as capital allocation as
NiSource and Columbia Energy Group continue to integrate resources
across the enterprise under the $6 billion merger expected to be
complete by the end of the year.
Before he joined NiSource in 1998, Clarke was a principal at several
Chicago financial entities, such as DRW Investments, Caxton Corporation
and Antler Partners, where his responsibilities included risk
management and strategy development. Clarke began his career at
A.G. Becker/Paribas in New York.
Clarke has a bachelors degree in business administration and finance
from the State University of New York at Oswego.
PATRICK J. MULCHAY
Pat Mulchay brings nearly 40 years of utility experience to his
leadership role at NiSource. Most recently he served as president and
chief operating officer of Northern Indiana Public Service Company
(NIPSCO) as well as executive vice president of NiSource. Mulchay
began his utility career at NIPSCO in 1962.
Mulchay is immediate past chairman of the Indiana Electric
Association. His industry affiliations also include the Edison
Electric Institute, Electric Power Research Institute, North American
Electric Reliability Council and East Central Area Reliability
Council.
During his career with NiSource, Mulchay has held various positions in
management, operations, training, energy distribution and
construction. He served as vice president and general manager, gas
operations for NIPSCO; executive vice president and chief operating
officer, electric for NiSource; and executive vice president and chief
operating officer for NIPSCO before being elected president and chief
operating officer in 1999.
Mulchay earned his associate's degree in electrical engineering, a
bachelors degree in management from Purdue University and a master's
degree in business administration from the University of Notre Dame.
MICHAEL W. O'DONNELL
Mike O'Donnell brings to the NiSource management team three decades of
financial experience with various Columbia companies. He previously
served as senior vice president and chief financial officer of
Columbia Energy Group.
O'Donnell joined Columbia in 1971 and worked on various corporate
finance matters before being promoted to vice president of finance in
1983. From 1986 to 1989 he served as senior vice president and chief
financial officer for Columbia's local gas distribution companies,
with responsibility for finance, accounting and information systems.
He served as Columbia Energy Group's assistant chief financial officer
from 1989 until his election as chief financial officer in October
1993. His responsibilities included finance, tax, accounting,
compliance, treasury, enterprise risk management, internal auditing
and mergers and acquisitions.
He is a graduate of Temple University with a bachelor's degree in
economics.
STEPHEN P. SMITH
Steve Smith brings extensive experience in finance to the NiSource
leadership team. Most recently he served as senior vice president and
deputy chief financial officer of Columbia Energy Group.
Smith joined Columbia in June 1996 as vice president of business
development for Columbia Gas Transmission Corporation and became
president of Columbia Network Services Corporation in September 1996.
In February 1997, Smith was named senior vice president and chief
financial officer of Columbia Gas Transmission Corporation and
Columbia Gulf Transmission Company.
Prior to joining Columbia, Smith worked for Enron Corporation in a
number of capacities, including director of business development for
western Europe and manager of the finance group. He previously worked
as an associate for First Reserve Corporation, an energy investment
management firm, and as a financial analyst for Shearson Lehman Hutton
and Alexander & Alexander Consulting Services.
Smith received a master's of business administration in Finance and
Accounting from the University of Chicago Graduate School of Business
and a bachelor's degree in Petroleum Engineering from the Colorado
School of Mines.
JOSEPH L. TURNER, JR.
Joe Turner has an extensive background in marketing and management in
the metals, construction and energy industries. He joined NiSource in
1986 and has been senior vice president of NiSource and president of
Primary Energy, Inc., a subsidiary of NiSource, since 1996.
Turner is active in various industry and civic organizations and
currently serves as chairman of the Committee of Associate Members for
the American Iron and Steel Institute, director of The Steel Alliance,
and as director of the American Iron and Steel Institute.
Turner began his career at Northern Indiana Public Service Company
(NIPSCO), a subsidiary of NiSource, in 1986 as vice president and
general manager of corporate marketing. He also has served NiSource
as vice president and general manager, special markets; group vice
president, industrial marketing and economic development; and group
vice president, major accounts.
Prior to joining NiSource, Turner held various senior management
positions with Fluor Corporation, The Marmon Group and U.S. Steel. He
holds a bachelor's degree from Williams College.
MARK D. WYCKOFF
Mark Wyckoff has an extensive background in finance, management and
mergers and acquisitions. He joined NiSource in 1991 and most
recently led Project Compass, the process to integrate NiSource and
Columbia Energy Group.
Wyckoff was elected assistant secretary of NiSource in 1998. He
served as vice president of Human Resources from June 1998 to June
2000. Previously, as assistant treasurer he was responsible for
evaluating and implementing NiSource's merger and acquisition
strategies. Wyckoff was managing director of Elm Energy & Recycling
(UK) Limited, a state-of-the-art waste-to-energy facility located in
Wolverhampton, England, from January 1995 until the plant was sold in
December 1998.
During his early career with NiSource, Wyckoff managed a portfolio of
investments in non-regulated energy and environmentally-related
projects and companies. He also has worked on financing of several
large NiSource projects. Prior to joining NiSource, Wyckoff spent
more than five years as an investment banker with Citigroup,
specializing in mergers and acquisitions.
Wyckoff serves on the Board of SunPower Corporation.
Wyckoff earned his bachelor's degree in business administration from
the University of Michigan and his master's degree from the Harvard
University Business School.
JEFFREY W. YUNDT
Jeff Yundt has guided the growth and development of regulated and
nonregulated energy businesses throughout his 20-year career with
NiSource. Most recently he served as president and chief executive
officer of Bay State Gas Company, and executive vice president of
NiSource.
Yundt is chairman of the Natural Gas Vehicle Coalition and 1st vice
chairman of The New England Gas Association.
Yundt joined NiSource in 1979 and held various senior management
positions within the regulatory, gas operations and energy
distribution areas of Northern Indiana Public Service Company
(NIPSCO). He previously served as vice president, gas operations for
NIPSCO; vice president and general manager, energy distribution, for
NIPSCO; executive vice president and chief operating officer, gas, for
NiSource; and executive vice president and chief operating officer,
energy services, for NiSource.
He became president of Bay State Gas in September 1998 and was elected
president and chief executive officer in February 1999. He also
continued to serve as executive vice president of NiSource,
responsible for corporate gas supply and regulated energy assets.
Yundt earned a bachelor's degree in industrial management from Purdue
University.
