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 October 13, 2000, NiSource Inc. and Columbia Energy Group
issued a joint press release. The text of the joint press release is
set forth below.
TEXT OF JOINT PRESS RELEASE
OCTOBER 13, 2000
[NISOURCE LOGO] [COLUMBIA LOGO]
NEWS RELEASE CONTACTS:
Media
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NiSource-Sally Anderson
(219) 647-6203
Columbia-R.A. Rankin, Jr.
(703) 561-6044
Investor Relations
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NiSource-Dennis Senchak
(219) 647-6085
NiSource-Rae Kozlowski
(219) 647-6083
Columbia-Thomas L. Hughes
(703) 561-6001
NISOURCE/COLUMBIA ENERGY GROUP MERGER TARGETED FOR COMPLETION
NOVEMBER 1;
CEG SHAREHOLDERS MUST MAKE ELECTION OF STOCK BY OCTOBER 30
MERRILLVILLE, Ind., and HERNDON, Va. (October 13, 2000) -
NiSource Inc. and Columbia Energy Group today announced that a
November 1, 2000 effective date is planned for the merger between
NiSource Inc. and Columbia Energy Group. As a result, October 30,
2000 has been established as the deadline for Columbia shareholders
to elect to receive New NiSource stock in exchange for Columbia
Energy Group common stock.
In a letter to Columbia shareholders dated October 10, the companies
said that Columbia shareholders wishing to receive New NiSource stock in
the merger must submit their completed election forms and stock
certificates or notice of guaranteed delivery in time to be received
by the exchange agent, ChaseMellon Shareholder Services, L.L.C., no
later than 5 p.m. New York City time on October 30.
The companies said they would announce any changes in the
effective date in a press release, on the NiSource and Columbia web
sites, www.nisource.com and www.columbiaenergygroup.com, respectively,
and in a filing with the Securities and Exchange Commission.
Under the terms of the merger agreement, Columbia shareholders
can elect to receive New NiSource stock. Otherwise, they will receive
a combination of cash and New NiSource SAILS (Stock Appreciation
Income Linked Securities) units consisting of a zero coupon debt
security and a forward equity contract.
Elections are subject to proration if Columbia shareholders elect
stock for more than 30 percent of the total outstanding Columbia
common shares. The right to elect stock is conditioned on Columbia
shareholders electing stock for at least 10 percent of the outstanding
Columbia shares.
If a Columbia shareholder elects New NiSource stock, the share-
holder will receive for each share of Columbia, subject to proration,
a number of shares of New NiSource common stock equal to $74.00 divided
by the average closing price of NiSource common stock during the 30
consecutive trading days immediately preceding the second trading day
prior to completion of the merger, but not more than 4.4848 shares.
Based on an effective date of November 1, this 30 consecutive trading
day period will begin on September 18 and end on October 27. This
October 27 ending date was incorrectly stated as October 30 in the
letter to Columbia shareholders dated October 10. A corrected letter
dated October 12 is being distributed to Columbia shareholders.
Shareholders are asked to review the stock election materials for
details, and to contact the exchange agent, ChaseMellon Shareholder
Services, at 1-800-685-4258 with additional questions.
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. 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 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. 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/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 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.
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