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 August 1, 2000, NiSource distributed the "New Direction" newsletter
to its employees. The newsletter included news and information on
NiSource's merger with Columbia. The text of the newsletter is set
forth below.
TEXT OF "NEW DIRECTION" EMPLOYEE NEWSLETTER
AUGUST 1, 2000
[NEW DIRECTION logo]
August 1, 2000
Vol. 1 No. 7
NISOURCE ANNOUNCES POST-MERGER LEADERSHIP STRUCTURE
MANAGEMENT TEAM TO FOCUS ON DELIVERING GROWTH, INNOVATION
NiSource Chairman, President and CEO Gary Neale today announced the
key leadership and management structure for the new NiSource.
"The new NiSource, with operations spanning the high-growth energy
corridor from the Gulf of Mexico to Chicago to New England, has
unparallelled opportunities for growth and innovation. This new
management structure will support the company s growth strategy in
energy supply and distribution as well as the development of new
energy choices through emergent technologies," said Neale, who was
elected by the NiSource Board of Directors to head the new company and
retain the same title. "Our Board has put a strong management team in
place to lead the new company. I'm particularly pleased to welcome a
group of Columbia executives to key roles in the new NiSource."
Steve Adik, NiSource senior executive vice president, chief financial
officer and treasurer, will become vice chairman of the new NiSource.
Cathy Abbott, chief executive officer of Columbia Gas Transmission
Company and Columbia Gulf Transmission Company, is named president,
Pipeline Operations, including both Columbia natural gas transmission
systems and fiber optic telecommunications network operations, as well
as NiSource's Crossroads Pipeline Company and NiSource's Investment in
Portland Natural Gas Transmission System.
Pat Mulchay, president of Northern Indiana Public Service Company
(NIPSCO), will become president, Merchant Company, including electric
generating operations, wholesale gas and electric trading, gas supply
and storage, and gas exploration and production of the combined
company.
Jeff Yundt, president of Bay State Gas Company, is named president,
Energy Distribution, overseeing all gas and electric distribution
systems of the combined company.
Mark Wyckoff, formerly NiSource vice president of Human Resources and
currently the executive leading Project Compass, will head the
combined company's distributed generation and electronic commerce
initiatives as president, New Energy Company.
Joe Turner will remain in his position of president of Primary Energy,
the nation's leading developer of on-site industrial power generation.
All of the above executives will report directly to Neale.
Mike O'Donnell, senior vice president and chief financial officer of
Columbia Energy Group, will become executive vice president and chief
financial officer of the new NiSource.
Steve Smith, senior vice president and deputy chief financial office
of Columbia Energy Group, who along with Wyckoff is leading Project
Compass, will become president, Business Services, consisting of the
combined company's administrative and shared services functions.
Jim Clarke, NiSource vice president of Risk Management and Capital
Allocation, will continue in that role following the merger.
O'Donnell, Smith and Clarke will report to Adik.
"This management team's extraordinary experience, talent and energy
will enable us to hit the ground running once the merger is completed,
to deliver to our customers and shareholders the value from this
strategic combination of brands and other assets," Neale said.
These new NiSource leaders will now join the Project Compass teams
covering their areas of responsibility to begin building their
organizations to capitalize on tremendous opportunities in the
marketplace while further developing the teams' savings ideas. The
direct reports to these leadership positions will be announced August
22.
Biographies and portraits of the management team are available on the
Internet at www.nisource.com.
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x x
x INSIDE THIS ISSUE x
x Project Compass Announces Key Dates....Pg.2 x
x Richard to Pursue Other Opportunities....Pg. 2 x
x Senior Executives to Meet with Employees....Pg. 3 x
x Charleston Visit Kicks Off Employee Meetings....Pg. 3 x
x Merger Receives FERC and Final State Regulatory x
x Approvals....Pg. 4 x
x x
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PROJECT COMPASS ANNOUNCES KEY DATES
The Project Compass team has determined key dates for creating the new
NiSource. The dates support our goal that by Nov. 1 all employees
know their status, job, boss and role in achieving company strategy.
NiSource Chairman Gary Neale has indicated his intention to have the
new NiSource up and running on Dec. 1, or as soon as practical after
closing. For planning purposes, we are targeting the close for early
November.
"The reality is, to meet the objectives of the merger, the project's
analysis will result in the elimination of work and, therefore, of
jobs," stated Mark Wyckoff, Project Compass leader. "These situations
always create anxiety among employees, so we plan to give as much
advance notice as possible, in order to minimize the effects on
people."
CHANGE MANAGEMENT TEAM FORMED
To ensure a fair process throughout this transition period, a Change
Management Team has been created within Project Compass and is moving
into high gear to address issues related to employee transition. The
scope of this new Project Compass team includes defining the staffing
process, retention, training, relocation and outplacement. This
information will be communicated beginning in mid-August.
"Our commitment to employees knowing their specific job, boss and role
in achieving company strategy by Nov. 1 remains. At this point, we
realize there are many more questions than answers. We will share
information as decisions are made," Wyckoff concluded.
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
x KEY TARGET DATES FOR THE NEW NISOURCE x
x x
x Aug. 1 Announce top leadership of the business segments x
x x
x Aug. 22 Announce direct reports of above and other business x
x leaders x
x x
x Aug. 28 Initiate training for managers on conducting the x
x staffing process x
x x
x Week of x
x x
x Aug. 28 Project Compass teams submit recommendations for x
x organization structure, number and kinds of positions, x
x location of work x
x x
x Sept. 5 Begin staffing process x
x x
x Nov 1* Close merger (target date) x
x All employees will know their status, job, boss and x
x role* x
x x
x Dec 1* New NiSource up and running x
x x
x *Tentative, subject to change depending on status of x
x regulatory approvals and other conditions to closing x
x x
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RICHARD TO PURSUE OTHER OPPORTUNITIES
In a July 27 letter to Columbia Energy Group employees, Oliver G.
Richard III, chairman, president and CEO, announced his intent to seek
new opportunities immediately following the closing date of the merger
with NiSource.
Richard's announcement followed the Federal Energy Regulatory
Commission's approval of the merger. Richard states that he will
continue to work with NiSource to help achieve the final milestone,
approval by the Securities and Exchange Commission, as quickly as
possible.
"While I will not be part of the new NiSource, I do intend to continue
to work toward the effective restructuring of the industry to meet the
challenges of customer choice, energy economic democracy and
shareholder value," Richard explained.
"I have been honored to be the Chairman and CEO of the Columbia Energy
Group for the last five years. Words are inadequate to express how
impressed I remain with the professionalism, innovation and the
results you produced during that period," he said in his letter to
Columbia employees. "These times have been challenging. Bankruptcy,
technological change and an unbundling and consolidating industry have
been the hallmarks. But, together we have delivered extraordinary
results to our shareholders."
SENIOR EXECUTIVES TO MEET WITH EMPLOYEES
NiSource Chairman Gary Neale plans to meet with employees in various
locations throughout NiSource and Columbia during August. Neale and
leaders of Project Compass will discuss the strategy of the new
NiSource and the progress of the integration, and will respond to
questions from employees.
NEW DIRECTION will report on the meetings and provide coverage of the
presentations and questions. The meetings also will give senior
leaders a chance to hear directly from employees about issues that are
most important to them during this time of transition.
The meetings began in Charleston, W. Va., where Steve Adik, senior
executive vice president, chief financial officer and treasurer for
NiSource, and other transition team leaders met with more than 700
employees from Columbia Transmission and Columbia Natural Resources.
For more information on that visit, be sure to read the story that
follows.
Some meetings have been scheduled for the week of July 31:
July 31 Pittsburgh, Pa.
Lexington, Ky.
Aug. 3 Richmond, Va.
Aug. 4 Merrillville, Ind.
Dates, times and locations of additional meetings with leaders of
NiSource and Project Compass will be communicated to employees as
details are finalized.
CHARLESTON VISIT KICKS OFF EMPLOYEE MEETINGS
On July 12, Steve Adik, senior executive vice president, chief
financial officer and treasurer for NiSource Inc., led a frank
discussion of the NiSource/Columbia merger with employees at the
Columbia Transmission and Columbia Natural Resources (CNR) offices in
Charleston, W. Va.
"We are determined to create a corporation in which we have the best
people responsible for making the corporation work," Adik said. "We
want to come out of this as one company that we have all created
together. I'm counting on you to accept that there will be
disruptions, but to put your best efforts into the task as we work on
this together."
While acknowledging that many questions remain unanswered, Adik
stressed that Columbia employees have an important role to play in
helping make the new NiSource successful.
"The process will not be easy," Adik said. "All mergers, even those
with very little overlap in the businesses, cause disruptions. You've
seen it yourself in other companies that have gone through mergers.
That's why we want to get the integration completed as quickly as
possible."
The Charleston visit, which was hosted by Columbia Transmission CEO
Cathy Abbott and CNR President Henry Harmon, also included NiSource
executives Mark Wyckoff and Barbara McKay, as well as Steve Smith and
Mike O'Donnell of Columbia Energy Group. All have been active in
Project Compass, the effort to integrate the two organizations.
Wyckoff, who leads the Project Compass effort for NiSource, said the
Project Compass teams remain committed to letting all employees know
by Nov. 1 what their job is, whom they will be working for and what
role they will play in the organization.
"Candid," "a good start" and "gave me a better understanding about the
merger" were descriptors used to characterize the meetings by
employees who engaged in impromptu focus groups after the meetings.
The single biggest suggestion for improving future meetings was to
provide more detail. To address the need for more information,
Wycokff committed that details about Project Compass, as well as final
decisions, will be communicated in NEW DIRECTION as they are made.
MERGER RECEIVES FERC AND FINAL STATE REGULATORY APPROVALS
The proposed merger of NiSource and Columbia continues to gain
momentum. With recent regulatory approvals by the Federal Energy
Regulatory Commission (FERC) and by state regulators in Pennsylvania
and Virginia, the merger now requires approval from the U.S.
Securities and Exchange Commission to complete the transaction.
The merger also has cleared the "waiting period" under the Hart-Scott-
Rodino Antitrust Improvements Act at the U.S. Department of Justice
and the Federal Trade Commission. The Act gives those federal
antitrust agencies a set period of time within which to review mergers
of a certain size.
"We are gratified by this timely state and federal regulatory
consideration given to our proposal to create a super-regional energy
enterprise with access to strategic and operational opportunities that
will benefit current and future energy markets," said Gary L. Neale,
NiSource chairman, president and chief executive officer. "The
combined company will serve local customers with a new dimension of
choice and value not previously available from either Columbia or
NiSource alone."
On July 26, the FERC approved the combination under the Federal Power
Act (FPA). The FERC concluded that the NiSource-Columbia merger
satisfies FPA requirements and the standards defined in the FERC's
Merger Policy Statement, in that it will not adversely affect
competition, impair the effectiveness of regulation or result in rate
increases for wholesale electric or transmission customers.
The FERC also said that in approving the merger it relied on
NiSource's commitment that Northern Indiana Public Service Company
(NIPSCO), its electric utility subsidiary, will join a Regional
Transmission Organization (RTO) as provided for by FERC Order Number
2000, within one year of the close of the merger.
The FERC action followed approval by all nine states in which Columbia
and NiSource distribution companies operate.
On July 13, the Pennsylvania Public Utility Commission (PUC)
unanimously approved the merger. This action followed a comprehensive
settlement agreement filed June 22 with the PUC, under which the
groups who intervened in the original application recommended approval
of the merger by the PUC. The intervenors included the Pennsylvania
Office of Consumer Advocate, Small Business Advocate, and Trial Staff;
a group of large industrial customers; and a number of labor unions
representing Columbia Energy Group employees.
Columbia Gas of Pennsylvania (CPA) serves more than 389,000 customers
in 27 counties. The Pennsylvania settlement agreement:
* freezes CPA's base rates until Jan. 1, 2004;
* calls for CPA to maintain an organization and staffing plan that
will ensure safe, reliable service;
* provides that CPA will maintain its quality customer service and
seek further improvements;
* affirms CPA's commitment to expand its customer assistance
program;
* ensures that CPA will maintain current charitable contributions,
and support civic efforts for the next five years; and
* states that CPA will retain its headquarters in Pittsburgh.
On July 14, the Virginia State Corporation Commission (SCC) approved
the proposed merger. The proposed merger will have no impact on
Columbia Gas of Virginia's rates, terms and conditions now approved by
the SCC. As part of the commitment to the Commonwealth of Virginia,
Columbia Gas of Virginia, which serves more than 182,000 customers in
52 counties, 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; and
* continue its long history of community and civic involvement.
REGULATORY PROCESS
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
x x
x State Completed x
x ----- --------- x
x Indiana X x
x Kentucky X x
x Maine X x
x Maryland X x
x Massachusetts X x
x New Hampshire X x
x Ohio X x
x Pennsylvania X x
x Virginia X x
x FERC (1) X x
x SEC (2) x
x DOJ/FTC (3) X x
x x
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_________________
(1) Federal Energy Regulatory Commission
(2) Securities and Exchange Commission
(3) Department of Justice/Federal Trade Commission
The following is included to conform with federal regulations:
This publication 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
obligation to publicly release any revisions to these forward-
looking statements to reflect events or circumstances after the
date of these stories.
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 when they become available
because they will contain important information. Investors and
security holders can 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.
Questions, Comments?
New Direction is published by Project Compass for all NiSource and
Columbia employees. We welcome your comments and questions.
Give us a call at 877-236-2242 or e-mail us at
[email protected]
The following are the biographies of the management team referred
to in the newsletter above which are posted on NiSource's website
at www.nisource.com:
GARY L. NEALE
Chairman, President and
Chief Executive Officer
Gary Neale has been a leader in the energy industry for nearly 30
years. He joined NiSource Inc. in August 1989 as president and chief
operating officer and was promoted to chairman, president and chief
executive officer in March 1993.
Neale also serves as chairman of the American Gas Association, a trade
group representing companies involved in the nation's natural gas
industry. In addition, Neale is chairman of the North American
Electric Reliability Council. He serves on the boards of the Edison
Electric Institute and the Association of Edison Illuminating
Companies.
Before joining NiSource, Neale was chairman, president and chief
executive officer of Planmetrics, Inc., an energy consulting firm, for
17 years. He previously held management positions at Wells Fargo Bank
and Kaiser Industries.
Neale earned his bachelor's degree and a master's degree in business
administration from the University of Washington.
Neale is an active participant in the economic development, cultural
and environmental efforts of northwest Indiana. He has been appointed
by the governor of Indiana to the Economic Development Council, the
Energy Policy Forum and the Clean Air Advisory Committee.
CATHERINE G. ABBOTT
Cathy Abbott brings more than 20 years of experience in the energy
industry to the NiSource leadership team. She joined Columbia Energy
Group in 1996 as chief executive officer of Columbia Gas Transmission
Corporation and Columbia Gulf Transmission Company, interstate
pipeline subsidiaries.
Prior to joining Columbia, Abbott was a principal with Gem Energy
Consulting, Inc., which provided consulting services to natural gas,
electric and other energy firms. She previously served as a vice
president in various business units within Enron Corporation. More
than half of her 10-year career at Enron was devoted to developing
Enron's unregulated gas marketing and derivative product trading
capabilities.
Abbott also served as vice president, policy analysis at the
Interstate Natural Gas Association of America. She directed a number
of analytic offices in the U.S. Department of Energy, making policy
recommendations on deregulation of natural gas and electricity. She
also served at the White House Office of Energy Policy and Planning
and the Environmental Protection Agency.
Abbott earned her bachelor's degree from Swarthmore College in
Swarthmore, Pa. and a masters degree in public policy from the John F.
Kennedy School of Government at Harvard University.
STEPHEN P. ADIK
Steve Adik has made significant contributions to strengthening
NiSource and to achieving continued growth and profitability. He
joined NiSource in March 1987 as vice president and general manager,
Corporate Support Group, and was promoted to executive vice president,
chief financial officer and treasurer in 1994. In February 1999 the
Board of Directors of NiSource elected him senior executive vice
president, chief financial officer and treasurer.
Adik's industry affiliations include the American Gas Association,
Edison Electric Institute and Midwest Gas Association.
Prior to joining NiSource, Adik was an officer of American Natural
Resources Company in Detroit. He began his career with The Chessie
System and served in various management positions with a division of
Northwest Industries and with the Penn Central Corporation.
Adik is an engineering graduate of the Stevens Institute of Technology
in New Jersey, and earned a master's of business administration degree
in finance from Northwestern University.
JAMES M. CLARKE
Jim Clarke has extensive knowledge of markets, trading, derivatives
and risk management. He is vice president of Risk Management and
Capital Allocation at NiSource. In that role, he is responsible for
market, credit and operational risk as well as capital allocation as
NiSource and Columbia Energy Group continue to integrate resources
across the enterprise under the $6 billion merger expected to be
complete by the end of the year.
Before he joined NiSource in 1998, Clarke was a principal at several
Chicago financial entities, such as DRW Investments, Caxton
Corporation and Antler Partners, where his responsibilities included
risk management and strategy development. Clarke began his career at
A.G. Becker/Paribas in New York.
Clarke has a bachelors degree in business administration and finance
from the State University of New York at Oswego.
PATRICK J. MULCHAY
Pat Mulchay brings nearly 40 years of utility experience to his
leadership role at NiSource. Most recently he served as president and
chief operating officer of Northern Indiana Public Service Company
(NIPSCO) as well as executive vice president of NiSource. Mulchay
began his utility career at NIPSCO in 1962.
Mulchay is immediate past chairman of the Indiana Electric
Association. His industry affiliations also include the Edison
Electric Institute, Electric Power Research Institute, North American
Electric Reliability Council and East Central Area Reliability
Council.
During his career with NiSource, Mulchay has held various positions in
management, operations, training, energy distribution and
construction. He served as vice president and general manager, gas
operations for NIPSCO; executive vice president and chief operating
officer, electric for NiSource; and executive vice president and chief
operating officer for NIPSCO before being elected president and chief
operating officer in 1999.
Mulchay earned his associate's degree in electrical engineering, a
bachelors degree in management from Purdue University and a master's
degree in business administration from the University of Notre Dame.
MICHAEL W. O'DONNELL
Mike O'Donnell brings to the NiSource management team three decades of
financial experience with various Columbia companies. He previously
served as senior vice president and chief financial officer of
Columbia Energy Group.
O'Donnell joined Columbia in 1971 and worked on various corporate
finance matters before being promoted to vice president of finance in
1983. From 1986 to 1989 he served as senior vice president and chief
financial officer for Columbia's local gas distribution companies,
with responsibility for finance, accounting and information systems.
He served as Columbia Energy Group's assistant chief financial officer
from 1989 until his election as chief financial officer in October
1993. His responsibilities included finance, tax, accounting,
compliance, treasury, enterprise risk management, internal auditing
and mergers and acquisitions.
He is a graduate of Temple University with a bachelor's degree in
economics.
STEPHEN P. SMITH
Steve Smith brings extensive experience in finance to the NiSource
leadership team. Most recently he served as senior vice president and
deputy chief financial officer of Columbia Energy Group.
Smith joined Columbia in June 1996 as vice president of business
development for Columbia Gas Transmission Corporation and became
president of Columbia Network Services Corporation in September 1996.
In February 1997, Smith was named senior vice president and chief
financial officer of Columbia Gas Transmission Corporation and
Columbia Gulf Transmission Company.
Prior to joining Columbia, Smith worked for Enron Corporation in a
number of capacities, including director of business development for
western Europe and manager of the finance group. He previously worked
as an associate for First Reserve Corporation, an energy investment
management firm, and as a financial analyst for Shearson Lehman Hutton
and Alexander & Alexander Consulting Services.
Smith received a master's of business administration in Finance and
Accounting from the University of Chicago Graduate School of Business
and a bachelor's degree in Petroleum Engineering from the Colorado
School of Mines.
JOSEPH L. TURNER, JR.
Joe Turner has an extensive background in marketing and management in
the metals, construction and energy industries. He joined NiSource in
1986 and has been senior vice president of NiSource and president of
Primary Energy, Inc., a subsidiary of NiSource, since 1996.
Turner is active in various industry and civic organizations and
currently serves as chairman of the Committee of Associate Members for
the American Iron and Steel Institute, director of The Steel Alliance,
and as director of the American Iron and Steel Institute.
Turner began his career at Northern Indiana Public Service Company
(NIPSCO), a subsidiary of NiSource, in 1986 as vice president and
general manager of corporate marketing. He also has served NiSource
as vice president and general manager, special markets; group vice
president, industrial marketing and economic development; and group
vice president, major accounts.
Prior to joining NiSource, Turner held various senior management
positions with Fluor Corporation, The Marmon Group and U.S. Steel. He
holds a bachelor's degree from Williams College.
MARK D. WYCKOFF
Mark Wyckoff has an extensive background in finance, management and
mergers and acquisitions. He joined NiSource in 1991 and most
recently led Project Compass, the process to integrate NiSource and
Columbia Energy Group.
Wyckoff was elected assistant secretary of NiSource in 1998. He
served as vice president of Human Resources from June 1998 to June
2000. Previously, as assistant treasurer he was responsible for
evaluating and implementing NiSource's merger and acquisition
strategies. Wyckoff was managing director of Elm Energy & Recycling
(UK) Limited, a state-of-the-art waste-to-energy facility located in
Wolverhampton, England, from January 1995 until the plant was sold in
December 1998.
During his early career with NiSource, Wyckoff managed a portfolio of
investments in non-regulated energy and environmentally-related
projects and companies. He also has worked on financing of several
large NiSource projects. Prior to joining NiSource, Wyckoff spent
more than five years as an investment banker with Citigroup,
specializing in mergers and acquisitions.
Wyckoff serves on the Board of SunPower Corporation.
Wyckoff earned his bachelor's degree in business administration from
the University of Michigan and his master's degree from the Harvard
University Business School.
JEFFREY W. YUNDT
Jeff Yundt has guided the growth and development of regulated and
nonregulated energy businesses throughout his 20-year career with
NiSource. Most recently he served as president and chief executive
officer of Bay State Gas Company, and executive vice president of
NiSource.
Yundt is chairman of the Natural Gas Vehicle Coalition and 1st vice
chairman of The New England Gas Association.
Yundt joined NiSource in 1979 and held various senior management
positions within the regulatory, gas operations and energy
distribution areas of Northern Indiana Public Service Company
(NIPSCO). He previously served as vice president, gas operations for
NIPSCO; vice president and general manager, energy distribution, for
NIPSCO; executive vice president and chief operating officer, gas, for
NiSource; and executive vice president and chief operating officer,
energy services, for NiSource.
He became president of Bay State Gas in September 1998 and was elected
president and chief executive officer in February 1999. He also
continued to serve as executive vice president of NiSource,
responsible for corporate gas supply and regulated energy assets.
Yundt earned a bachelor's degree in industrial management from Purdue
University.
