Filed by: NiSource Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Columbia Energy Group
Commission File No: 001-01098
On March 13, 2000, NiSource distributed the following question
and answer sheet to NiSource employees. The question and answer sheet
was posted on NiSource's intranet and distributed to numerous officers,
managers and department heads of NiSource to be shared with employees
in their respective departments.
QUESTIONS AND ANSWERS FOR COLUMBIA EMPLOYEES
MARCH 13, 2000
NOW THAT THE COMPANIES HAVE ANNOUNCED THEIR MERGER AGREEMENT, WHAT
HAPPENS NEXT?
The companies will move quickly to line up the necessary approvals so
that the transaction can close in a timely manner. They also will be
creating transition teams so that we can combine our companies as
quickly and seamlessly as possible.
WHEN IS THE TRANSACTION EXPECTED TO BE COMPLETED?
By the end of 2000.
WHAT APPROVALS ARE NEEDED BEFORE THE TRANSACTION IS COMPLETED?
The transaction is subject to the approval of the shareholders of both
companies. However, if NiSource's shareholders do not approve the
transaction, it would still go forward but under different terms. We
expect the shareholder votes to be held in several months and are in
the process of preparing detailed filings that will be mailed to all
shareholders.
The transaction is also subject to the review of certain state and
federal regulators. Filings will be made with these regulators as this
process moves forward.
IS THERE ANY REASONABLE CHANCE THIS TRANSACTION COULD FALL APART?
We expect this merger to be completed, although we cannot assure you
of that.
WHAT SHOULD I DO NOW?
It is in all of our best interests for each of us to continue to do
our job to the best of our ability. In fact, as part of our agreement
with NiSource, Columbia is obligated to continue to operate its
business as usual. That means we all must continue to provide the
superior service that our customers have come to expect from us and
fulfill all of our contracts and other arrangements with our suppliers
and business partners.
Quite simply, you shouldn't do anything differently now than you would
have before the agreement was reached.
ARE WE PERMITTED TO ENTER INTO NEW CONTRACTS WITH CUSTOMERS OR
SUPPLIERS? WHAT ABOUT ROUTINE TRANSACTIONS?
Under our agreement with NiSource, we are permitted to continue to do
all of the routine things we do in the normal course of business. In
fact, we are obligated to do so. However, there are certain limits on
the amount of money the company can spend on major capital projects,
acquisitions, etc. But these kinds of projects normally would have to
be approved by senior management and/or the Board of Directors anyway,
and they are aware of the limits imposed by the agreement.
ARE WE PERMITTED TO CONTACT OUR COUNTERPARTS AT NISOURCE? TO WHOM
SHOULD WE ADDRESS QUESTIONS ABOUT THEIR COMPANY AND THEIR PLANS FOR
US?
As a general rule, at this stage it is inappropriate for Columbia
employees to interact with NiSource employees. We will continue to act
as separate companies until the merger is consummated later in the
year. In the meantime, we are assembling transition teams at both
companies who will be responsible for making sure the integration
process goes as smoothly as possible.
This question and answer sheet contains certain 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
question and answer sheet. 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 this question and answer sheet. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this question
and answer sheet. 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 this question and answer sheet.
NiSource and the new holding company will be filing a
registration statement, which will contain a joint proxy
statement/prospectus of NiSource and Columbia Energy, 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
will contain important information. Investors and security
holders will be able to 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 from
Columbia Investor Relations at 13880 Dulles Corner Lane,
Herndon, Virginia 20171.
