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 July 17, 2000, NiSource and Columbia announced that the State
Corporation Commission of the Commonwealth of Virginia has approved
the proposed merger of the two companies, completing the last of nine
necessary state actions required for the merger. The text of the
joint press release follows:
JOINT PRESS RELEASE
JULY 17, 2000
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 MERGER GETS FINAL STATE APPROVAL;
VIRGINIA SCC SIGN-OFF COMPLETES NINE ACTIONS
MERRILLVILLE, Ind., and HERNDON, Va. (July 17, 2000) -- NiSource
Inc. and Columbia Energy Group today reported that the State
Corporation Commission (SCC) of the Commonwealth of Virginia has
approved their proposed merger, completing the last of nine necessary
state actions required for the merger.
Under the order issued July 14, the Virginia SCC retains its
regulatory authority over Columbia Gas of Virginia, Inc., a Columbia
subsidiary based in Chesterfield County. Columbia Gas provides retail
natural gas service to more than 182,000 customers in 52 counties.
Areas served by the local distribution company include portions of
northern Virginia, Fredericksburg, the Shenandoah Valley, the
Lynchburg region, suburban Richmond, and parts of Hampton Roads,
Southside Virginia and western Virginia.
The NiSource-Columbia merger, announced on Feb. 28, is expected
to be completed by the end of 2000. Remaining federal approvals needed
include the Federal Energy Regulatory Commission and the Securities
and Exchange Commission.
The combined company will create a super-regional powerhouse
serving 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 timely regulatory action in Virginia means that we continue
our progress toward a combination that will serve local customers with
a new dimension of opportunities and value previously not available
from either Columbia or NiSource alone," said Gary L. Neale, NiSource
chairman, president and chief executive officer. "Columbia Gas of
Virginia will continue to focus on serving Virginia customers and
helping the economy of Virginia to grow."
Oliver G. Richard III, chairman, president and CEO of Columbia
Energy Group, said, "We greatly appreciate the Virginia commission's
expeditious yet careful consideration of the merger. The new combined
company will continue Columbia's historical leadership in opening
markets to supplier choice, maintain the same friendly and reliable
service our customers have long known, and make available new energy
options."
Virginia's approval follows previous state actions in
Pennsylvania, Indiana, Maryland, Kentucky, Massachusetts, Ohio, Maine
and New Hampshire. Last week the transaction also cleared the waiting
period under 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.
The proposed merger will have no impact on Columbia Gas of
Virginia's rates, terms and conditions now approved by the SCC, nor is
it expected to have a material impact on local employment. As part
of the commitment to the Commonwealth of Virginia, following the
NiSource/Columbia merger, Columbia Gas of Virginia will:
* Maintain its headquarters in Chesterfield County.
* Retain key management personnel along with local decision-
making authority.
* Honor all collective bargaining agreements.
* Continue to support economic growth within its service
territory and throughout the Commonwealth
* Continue its long history of community and civic
involvement.
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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