================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 58)
COLUMBIA ENERGY GROUP
(NAME OF SUBJECT COMPANY)
COLUMBIA ENERGY GROUP
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.01
(TITLE OF CLASS OF SECURITIES)
197648108
(CUSIP NUMBER OF CLASS OF SECURITIES)
MICHAEL W. O'DONNELL
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
COLUMBIA ENERGY GROUP
13880 DULLES CORNER LANE
HERNDON, VIRGINIA 20171
(703) 561-6000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICE AND COMMUNICATIONS ON BEHALF OF
THE PERSON(S) FILING STATEMENT)
COPY TO:
NEIL T. ANDERSON, ESQ.
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-4000
================================================================================
<PAGE>
This Amendment No. 58 amends and supplements the Solicitation/
Recommendation Statement on Schedule 14D-9 filed with the Securities and
Exchange Commission on July 6, 1999, and as subsequently amended July 6, 1999,
July 9, 1999, July 12, 1999, July 15, 1999, July 16, 1999, July 20, 1999, July
22, 1999, July 30, 1999, August 3, 1999, August 4, 1999, August 5, 1999, August
6, 1999, August 9, 1999, August 11, 1999, August 12, 1999, August 13, 1999,
August 16, 1999, August 17, 1999, August 19, 1999, August 31, 1999, September 2,
1999, September 3, 1999, September 7, 1999, September 9, 1999, September 10,
1999, September 13, 1999, September 14, 1999, September 15, 1999, September 16,
1999, September 17, 1999, September 20, 1999, September 21, 1999, September 22,
1999, September 23, 1999, September 24, 1999, September 27, 1999, September 28,
1999, September 29, 1999, September 30, 1999, October 1, 1999, October 4, 1999,
October 5, 1999, October 6, 1999, October 7, 1999, October 12, 1999, October 13,
1999, October 14, 1999, October 18, 1999, October 25, 1999, October 26, 1999,
October 10, 1999, November 12, 1999, November 19, 1999, December 10, 1999 and
December 21, 1999 (as so amended, the "Schedule 14D-9"), by Columbia Energy
Group, a Delaware corporation (the "Company"), relating to the tender offer by
NiSource Inc., an Indiana corporation, to purchase for cash through its
wholly-owned subsidiary, CEG Acquisition Corp., a Delaware corporation, all of
the outstanding common shares, par value $0.01 per share, of the Company (the
"Offer"). Capitalized terms used but not defined herein have the meaning
ascribed to them in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is hereby supplemented and amended by adding the following:
On February 14, 2000, NiSource announced that the Offer was not being
extended past its expiration date of midnight (Eastern Standard Time) on
February 11, 2000. On February 14, 2000, the Company issued a press release,
which is attached as Exhibit (a)(44) hereto.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
COLUMBIA ENERGY GROUP
By: /s/ Michael W. O'Donnell
---------------------------------
Name: Michael W. O'Donnell
Title: Senior Vice President and
Chief Financial Officer
Dated: February 14, 2000
For Immediate Release CONTACTS:
February 14, 2000 Columbia Energy Group
Thomas L. Hughes (Financial Community)
703/561-6001
R. A. Rankin, Jr. (News Media)
703/561-6044
Kekst and Company
Michael Freitag (News Media)
212/521-4800
COLUMBIA ENERGY GROUP STATEMENT
ON NISOURCE TENDER OFFER WITHDRAWAL
HERNDON, Va., Feb. 14 -- Columbia Energy Group today issued the
following statement:
In October 1999, Columbia's board authorized management to explore
strategic alternatives to generate value in excess of that which Columbia's
business plan or NiSource's unsolicited proposal could create. That process
continues and, as Columbia has said before, involves NiSource and other
companies. NiSource has withdrawn its unsolicited tender offer, which the
Columbia board had previously determined was inadequate and not in the best
interests of Columbia shareholders.
Columbia is considering a variety of possible transactions, including a
merger, reorganization or the disposition of a material amount of stock or
assets. As the company has stated before, there can be no assurance that any
discussions will result in a transaction or other action.
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 propane and petroleum product sales, electric power generation and
retail energy marketing. Information about Columbia Energy Group (NYSE:CG) is
available on the Internet at www.columbiaenergygroup.com.
# # #
