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File No. 70-
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM U-1
DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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COLUMBIA ENERGY GROUP
13880 Dulles Corner Lane
Herndon, VA 20171-4600
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(Names of company or companies filing this statement
and addresses of principal executive offices)
COLUMBIA ENERGY GROUP
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(Name of top registered holding company parent of
each applicant or declarant)
J. W. Trost, Vice President
COLUMBIA ENERGY GROUP SERVICE CORPORATION
13880 Dulles Corner Lane
Herndon, VA 20171-4600
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(Name and address of agent for service)
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Columbia Energy Group ("Columbia"), a registered holding company under
the Public Utility Holding Company Act of 1935 (the "Act"), hereby submits for
filing this Declaration (the "Declaration") to obtain approval to solicit the
proxies of the holders of common stock of Columbia.
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION
(a) Furnish a reasonably detailed and precise description of the
proposed transaction, including a statement of the reasons why it is desired to
consummate the transaction and the anticipated effect thereof. If the
transaction is part of a general program, describe the program and its relation
to the proposed transaction.
Columbia and NiSource Inc. ("NiSource"), an Indiana corporation
and exempt holding company have entered into an Agreement and Plan of Merger
among Columbia, NiSource, New NiSource, Parent Acquisition Corp., an Indiana
corporation and wholly-owned subsidiary of New NiSource ("Parent Acquisition"),
Company Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of
New NiSource ("Company Acquisition"), and NiSource Finance Corp., an Indiana
corporation, dated as of February 27, 2000, as amended and restated as of March
31, 2000 (the "Merger Agreement"). The Merger Agreement provides that upon
receipt of all approvals, including shareholder approvals, Parent Acquisition
will merge into NiSource, and Company Acquisition will merge into Columbia.
Except as described in the following paragraph, NiSource and Columbia will be
the surviving corporations in those mergers and will become wholly-owned by New
NiSource. Immediately after these mergers, NiSource will merge into New
NiSource. New NiSource will then change its name to "NiSource Inc." and serve as
a holding company for Columbia and the current subsidiaries of NiSource (the
"Merger Structure").
In the alternative, if the NiSource shareholders do not approve the
Merger Agreement, then the merger between NiSource and a wholly-owned subsidiary
of New NiSource will not occur. Instead, Columbia will become a wholly-owned
subsidiary of NiSource, rather than of New NiSource, and Columbia's shareholders
will receive different consideration than under the Merger Structure (the
"Alternative Merger Structure"). The proposed business combination, whether it
proceeds under the Merger Structure or the Alternative Merger Structure, is
referred to herein as the "Transaction."
The Transaction is further described in the Application-Declaration on
Form U-1 filed by NiSource on April 14, 2000 (Sec File No. 70-9551) requesting
authority to consummate the merger and related transactions.
Columbia and NiSource will each convene a meeting of their shareholders
for the purpose of obtaining required shareholder approvals relating to the
Transaction. Each company will seek to obtain approval of the Transaction by the
affirmative vote of the holders of a majority of its outstanding shares of
common stock. A copy of the preliminary proxy materials, including the
solicitation letters to the shareholders of Columbia and NiSource and the proxy
statement/prospectus, are included as Exhibit A
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and incorporated herein by reference. Copies of the preliminary proxy materials
were filed with the Commission's Division of Corporation Finance on April 3,
2000.
Columbia and NiSource currently intend to mail definitive proxy
materials to their shareholders at least 30 days prior to the special
shareholder meetings that will be held in connection with the Transaction. The
special meetings are tentatively scheduled for the first week in June, 2000.
Accordingly, Columbia respectfully requests that the Commission grant it
authority to provide its shareholders with the proxy solicitation materials in
their final form (the "Solicitation").
ITEM 2. FEES, COMMISSIONS AND EXPENSES
(a) State (1) the fees, commissions and expenses paid or incurred, or to
be paid or incurred, directly or indirectly, in connection with the proposed
transaction by the applicant or declarant or any associate company thereof, and
(2) if the proposed transaction involves the sale of securities at competitive
bidding, the fees and expenses to be paid to counsel selected by applicant or
declarant to act for the successful bidder.
Columbia estimates that the total amount of fees and expenses for
counsel, proxy solicitation services, printing and miscellaneous and incidental
expenses payable in connection with the Solicitation will not exceed $1,550,000.
(b) If any person to whom fees or commissions have been or are to be
paid in connection with the proposed transaction is an associate company or an
affiliate of the applicant or declarant, or is an affiliate of an associate
company, set forth the facts with respect thereto.
Legal services in connection with the subject application-declaration
have been rendered by the Columbia Energy Group Service Corporation at cost.
ITEM 3. APPLICABLE STATUTORY PROVISIONS
(a) State the section of the Act and the rules thereunder believed to be
applicable to the proposed transaction. If any section or rule would be
applicable in the absence of a specific exemption, state the basis of exemption.
Section 12(e) of the Act provides that any solicitation of any proxy
regarding any security of a registered holding company shall be unlawful if made
in contravention of such rules as may be promulgated by the Commission. Rule 62
under the Act, provides that no such solicitation shall be made except pursuant
to a Declaration with respect to
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such solicitation which has become effective. This Declaration is being filed by
Columbia with respect to the proposed Solicitation in accordance with Rule 62.
(b) If an applicant is not a registered holding company or a subsidiary
thereof, state the name of each public utility company of which it is an
affiliate, or of which it will become an affiliate as a result of the proposed
transaction, and the reasons why it is or will become such an affiliate.
Not applicable.
ITEM 4. REGULATORY APPROVAL
(a) State the nature and extent of the jurisdiction of any State
commission or any Federal commission (other than the U. S. Securities and
Exchange Commission) over the proposed transaction.
The Solicitation is not subject to the jurisdiction of any State
commission or of any federal commission other than this Commission.
(b) Describe the action taken or proposed to be taken before any
commission named in answer to paragraph (a) of this item in connection with the
proposed transaction.
Not applicable.
ITEM 5. PROCEDURE
(a) State the date when Commission action is requested. If the date is
less than 40 days from the date of the original filing, set forth the reasons
for acceleration.
It is requested that the Commission issue and publish not later than
April 21, 2000, a notice with respect to the filing of this Declaration and,
concurrently therewith, that the Commission enter an appropriate order granting
and permitting this Declaration to become effective. Acceleration of the date of
Commission action is appropriate and necessary to accommodate the special
shareholder meetings scheduled for the first week of June, 2000.
(b) State (i) whether there should be a recommended decision by a
hearing officer, (ii) whether there should be a recommended decision by any
other responsible officer of the Commission, (iii) whether the Division of
Investment Management may assist in the preparation of the Commission's
decision, and (iv) whether there should be a 30-day waiting period between the
issuance of the Commission's order and the date on which it is to become
effective.
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Columbia hereby (i) waives a recommended decision by a hearing officer,
(ii) waives a recommended decision by any other responsible officer or the
Commission, (iii) consents that the Division of Investment Management may assist
in the preparation of the Commission's decision, and (iv) waives a 30-day
waiting period between the issuance of the Commission's order and the date on
which it is to become effective.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
(a) Exhibits
A Proxy Materials of Columbia and NiSource (incorporated by reference
to Form S-4, Proxy Statement/Prospectus of NiSource Inc. and New
NiSource Inc. SEC File No. 333- 33896).
B Opinion of Counsel
C Proposed Notice
(b) Financial Statements
Not Applicable.
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS
(a) Describe briefly the environmental effects of the proposed
transaction in terms of the standards set forth in Section 102(2)(C) of the
National Environmental Policy Act [42 U.S.C. 4232(2)(C)]. If the response to
this term is a negative statement as to the applicability of Section 102(2)(C)
in connection with the proposed transaction, also briefly state the reasons for
that response.
The proposed transactions subject to the jurisdiction of this Commission
have no environmental impact in and of themselves.
(b) State whether any other federal agency has prepared or is preparing
an environmental impact statement ("EIS") with respect to the proposed
transaction. If any other federal agency has prepared or is preparing an EIS,
state which agency or agencies and indicate the status of that EIS preparation.
No federal agency has prepared or, to Columbia's knowledge, is preparing
an EIS with respect to the proposed transaction.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned companies have duly caused this Declaration to be
signed on their behalf by the undersigned thereunto duly authorized.
COLUMBIA ENERGY GROUP
DATE: April 17, 2000 by: //s//M. W. O'Donnell
_______________________________________
M. W. O'Donnell, Senior Vice President
& Chief Financial Officer
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EXHIBIT B
April 17, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Columbia Energy Group, File No. 70-____
Dear Sirs:
As counsel for Columbia Energy Group ("Columbia"), a holding
company registered under the Public Utility Holding Company Act of 1935 (the
"Act") I deliver to you this opinion for filing as Exhibit B to the Declaration
referenced above. Briefly stated, Columbia is seeking authority to solicit
proxies in connection with its proposed merger with NiSource.
In connection with the above, I have examined:
- - the Declaration; and
- - such other documents, records and matters of law as I deemed necessary to
enable me to render this opinion.
Based upon the foregoing and relying thereupon, I am of the
opinion that if the above-referenced transactions are consummated in accordance
with the Declaration:
- - all state and federal laws applicable to the proposed transactions will have
been complied with; and
- - the consummation of the proposed transactions will not violate the legal
rights of the holders of any securities issued by Columbia, or by any
associate company thereof.
I hereby consent to the filing of this opinion as an exhibit to
the Declaration.
Very truly yours,
//s// Emanuel D. Strauss
Columbia Energy Group Service Corporation
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EXHIBIT C
SECURITIES AND EXCHANGE COMMISSION
(Release No. )
____________________, 2000
Columbia Energy Group ("Columbia"), 13880 Dulles Corner Lane, Herndon,
VA 20171, a Delaware Corporation, and a holding company registered with the U.
S. Securities and Exchange Commission ("Commission") under the Public Utility
Holding Company Act of 1935, as amended (the "1935 Act" or Act"), has filed an
application seeking authority to solicit the proxies of the holders of common
stock of Columbia.
Columbia and NiSource Inc. ("NiSource"), an Indiana corporation and
exempt holding company have entered into an Agreement and Plan of Merger dated
as of February 27, 2000, as amended and restated as of March 31, 2000 (the
"Merger Agreement"). The proposed combination is further described in the
Application-Declaration on Form U-1 filed by NiSource on April 14, 2000 (Sec
File No. 70-9551) requesting authority to consummate the merger and related
transactions.
Columbia and NiSource will each convene a meeting of their shareholders
for the purpose of obtaining required shareholder approvals relating to the
merger. Each company will seek to obtain approval of the merger by the
affirmative vote of the holders of a majority of its outstanding shares of
common stock.
The filing and amendments thereto are available for public inspection
through the commission's Office of Public Reference. Interested persons wishing
to comment or request a hearing should submit their views in writing by , to the
Secretary, Securities and Exchange Commission, Washington, D.C. 20549, and serve
a copy on the applicants-declarants at the address specified above. Proof of
service (by affidavit or, in case of an attorney-at-law, by certificate) should
be filed with the request. Any request for a hearing shall identify specifically
the issues of fact or law that are disputed. A person who so requests will be
notified of any hearing, if ordered, and will receive a copy of any notice or
order issued in this matter. After said date, the declaration, as filed or as it
may be amended, may be permitted to become effective.
For the Commission, by the Division of Investment Management, pursuant
to delegated authority.
Jonathan G. Katz
Secretary
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