Filed by: NiSource Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Columbia Energy Group
Registration Statement: 333-33896
On October 30, 2000, NiSource Inc. issued a press release
regarding the Exchange Ratio for Columbia Energy Group stock in
connection with the acquisition of Columbia by NiSource. The text of
the press release is set forth below.
TEXT OF PRESS RELEASE
OCTOBER 30, 2000
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NEWS [NISOURCE LOGO]
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801 E. 86th Avenue
Merrillville, IN 46410
FOR IMMEDIATE RELEASE
FOR ADDITIONAL INFORMATION
Media
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NiSource-Sally Anderson (219) 647-6203
Investor Relations
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NiSource-Dennis Senchak (219) 647-6085
NiSource-Rae Kozlowski (219) 647-6083
NISOURCE ANNOUNCES EXCHANGE RATIO FOR COLUMBIA ENERGY GROUP STOCK
MERRILLVILLE, Ind., (October 30, 2000) - NiSource Inc. today
announced an exchange ratio of 3.04414 NiSource shares for each
Columbia common share electing to receive stock, subject to proration
and based on the previously announced November 1, 2000, effective date
for the merger of the companies. On this basis, the deadline for
Columbia shareholders to elect to receive NiSource stock in exchange
for Columbia common stock is 5 p.m. New York time today.
Under terms of the merger, the exchange ratio was determined by
dividing $74.00 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 the effective date of November 1, this
period began September 18 and ended October 27. The average for the
period, computed pursuant to the merger agreement, was $24.3090.
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 today. Shareholders are asked to
review the stock election materials for details, and to contact
ChaseMellon Shareholder Services at 1-800-685-4258 with additional
questions.
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.
NiSource Inc. (NYSE: NI) is a holding company with headquarters
in Merrillville, Ind., whose primary business is the distribution of
natural gas, electricity 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
Chicago 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. More information about Columbia is available on the
Internet at www.columbiaenergygroup.com.
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.
* * * * *
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.
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