SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Confidential, for Use of the
[_]Preliminary Proxy Statement Commission Only (as Permitted by
Rule 14a-6(e)(2))
[_]Definitive Proxy Statement
[_]Definitive Additional Materials
[X]Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Columbia Energy Group
-----------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
[NiSource Logo] [Columbia Energy Group Logo]
GRAPHIC OMITTED GRAPHIC OMITTED
April 4, 2000
Dear NiSource/Columbia Colleagues:
A few weeks ago, our companies announced a definitive agreement for a
merger that will create a compelling super-regional force in America's energy
industry. This agreement was a first step toward the transformation of our
organizations into a combined entity that will be the largest energy provider
east of the Rocky Mountains.
The merger process officially began with our public announcement, but
the combination of two organizations as large and complex as Columbia and
NiSource requires careful planning efforts by people from both companies.
Recently, we announced the four leaders of the merger transition team. They and
their team are working hard to chart a high-level structure for the combined
company, and to define the transition and integration processes.
Philosophically, we strongly believe the result of our efforts must be
a new company that carries forward the best of its predecessors. It will not
simply be a larger version of NIPSCO, or Columbia Gas subsidiaries or Bay State,
and the adjustments required for its creation will be felt by all companies--not
just Columbia and its subsidiaries.
Key milestones in this process are the approval of the merger agreement
by shareholders and regulatory authorities. This week we filed documents to
begin the shareholder approval process. Coupled with filings in the past few
days with authorities in Pennsylvania and Virginia, this is a good start in the
process to gain regulatory approvals for the merger at state and federal levels.
Representatives of NiSource and Columbia together have met with federal and
state officials to identify and clarify key issues prior to our official filings
with their agencies, and will continue to communicate with them as appropriate.
These meetings have been very positive.
As the process moves forward, we know it also can be a time of
uncertainty and concerns. We commit to give you clear and timely information. We
will communicate decisions, structure and policies--significant transition and
integration news--as soon as possible.
In turn, we will look to you to provide input on topics, questions and
concerns throughout our transition and integration process, so that our
communications efforts can meet your needs. Please feel free to contact your
human resources or communications staff on these issues.
During this transition period, until regulatory and shareholder
approvals are received and the merger is completed, NiSource and Columbia will
continue to operate as independent companies. The success of our business going
forward depends on your ability to meet and exceed the day-to-day expectations
of our customers, shareholders and colleagues.
<PAGE>
Page 2
We ask for your continued support during this transition period, and
hope that the information in our merger communications will minimize any
distractions resulting from rumors and speculation.
On behalf of NiSource and Columbia management, thank you for your
support and participation in this time of transformation.
Sincerely,
/s/ Gary /s/ Rick
Gary Neale Rick Richard
Chairman, President and Chairman, President and
Chief Executive Officer Chief Executive Officer
NiSource Inc. Columbia Energy Group
<PAGE>
Page 3
We have included the following in accordance with federal securities
laws:
This letter 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 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 when
they become available 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.
