Filed by: NiSource Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Columbia Energy Group
Commission File No: 333-33896
On April 4, 2000, NiSource Inc. and Columbia Energy Group
announced that they have filed a joint petition with the State
Corporation Commission of the Commonwealth of Virginia requesting
necessary approvals related to their planned merger. In the joint
petition, NiSource and Columbia are asking the Commission to approve
the transfer of ownership of Columbia Gas of Virginia under the
proposed NiSource/Columbia merger agreement. The following is a
transcript of the press release issued on April 4, 2000:
PRESS RELEASE
APRIL 4, 2000
NEWS RELEASE
Contacts:
Media
-----
NiSource - Sally A. Anderson (219) 647-6203
Columbia - R.A. Rankin, Jr. (703) 561-6044
Investor Relations
------------------
NiSource - Dennis Senchak (219) 647-6085
Columbia - Thomas L. Hughes (703) 561-6001
NISOURCE, COLUMBIA ENERGY GROUP ASK VIRGINIA TO APPROVE MERGER
MERRILLVILLE, IND. AND HERNDON, VA. (APRIL 4, 2000) -- NiSource
Inc. (NYSE: NI) and Columbia Energy Group (NYSE: CG) today announced
they have filed a joint petition with the State Corporation Commission
of the Commonwealth of Virginia requesting necessary approvals related
to their planned merger.
Columbia Gas of Virginia, Inc., a Columbia subsidiary based in
Chesterfield County, 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.
In the joint petition, the Commission is asked to approve the
transfer of Columbia Gas of Virginia ownership under the proposed
NiSource/Columbia merger agreement announced February 28. The
transaction is expected to close by the end of the year. The combined
company will become the largest natural gas distributor east of the
Rocky Mountains, serving more than 4.1 million customers primarily
located in nine states. Its operations will span the high-growth
energy corridor stretching from the Gulf of Mexico to New England.
"The purpose of the merger is to create an enterprise that will
better serve our local customers than either company could alone,"
said Gary L. Neale, NiSource chairman, president and chief executive
officer. "It is driven by our shared vision of the future of the
energy industry in which successful providers add value for their
customers by offering the combined benefits of innovation and
economies of scale.
"The combination will establish a powerful platform for growth,
with access to 30 percent of the country's population and 40 percent
of the nation's energy consumption in growing markets," Neale
explained. "Columbia Gas of Virginia will benefit by sharing the
opportunities created by the merger, and will continue to be a
regulated utility with a focus on serving customers in Virginia and
developing the economy of Virginia."
-more-
NiSource/Columbia Seek Virginia Regulatory Approval--2
Oliver G. Richard III, chairman, president and chief executive
officer of Columbia Energy Group, said, "We are enthusiastic about the
opportunities and value the merger will bring to our shareholders,
customers and the communities we serve. Columbia's historical
leadership in opening markets to supplier choice under deregulation
will be continued. Columbia Gas customers will be able get the same
friendly, reliable service they have known for years, plus new energy
options such as distributed generation that are being pioneered by
NiSource."
The proposed merger will have no impact on Columbia Gas of
Virginia's rates, terms and conditions now approved by the Commission,
according to the filing.
The filing also pointed out that following the NiSource/Columbia
merger, Columbia Gas of Virginia will:
* Maintain its headquarters in Chesterfield.
* Retain key management personnel along with local decision-
making authority.
* Retain local operations and the employee workforce in
accordance with Columbia Gas of Virginia's plans before the
merger announcement.
* Honor all collective bargaining agreements.
* Continue to support economic growth within its service
territory and throughout the Commonwealth, working closely
with state and local economic development agencies to
attract or retain businesses and jobs.
* Continue its long history of community and civic
involvement.
The action follows a similar filing March 30 with the
Pennsylvania Public Utility Commission. NiSource and Columbia also
will seek merger approval from state regulators in Kentucky and from
various federal agencies.
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 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, 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 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
- more -
NISOURCE/COLUMBIA SEEK VIRGINIA REGULATORY APPROVAL--3
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 document. 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.
NiSource and the new holding company have filed a registration
statement, which contains a joint proxy statement/prospectus of
NiSource and Columbia, and other documents with the Securities
and Exchange Commission. 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 are able
to receive the final joint proxy statement/prospectus and other
documents free of charge at the SEC's web site, www.sec.gov, from
NiSource at its web site, www.nisource.com, or from Columbia 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 interest, by security
holdings or otherwise, may be obtained from the Secretary of
NiSource Inc. or the Secretary of Columbia Energy Group at the
respective addresses listed above.
