COLUMBIA ENERGY GROUP
DEFA14A, 2000-05-02
NATURAL GAS TRANSMISISON & DISTRIBUTION
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                            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)

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Notes:



<PAGE>



NEWS RELEASE


                                                                       CONTACTS:
                                     Media
                                     -----
                                     NiSource - Sally A. Anderson (219) 647-6203
                                     Columbia - R.A. Rankin, Jr. (703) 561-6044
                                     Investor Relations
                                     ------------------
                                     NiSource - Dennis Senchak (219) 647-6085
                                     Columbia - Thomas L. Hughes (703) 561-6001

OHIO COMMISSION SUPPORTS NISOURCE/COLUMBIA ENERGY GROUP MERGER

         MERRILLVILLE, Ind. and HERNDON, Va. (May 2, 2000) -- NiSource Inc. and
Columbia Energy Group announced that the Public Utilities Commission of Ohio
(PUCO) today authorized a letter to the U.S. Securities and Exchange Commission
(SEC) stating that the NiSource/Columbia Energy Group merger would have no
impact on its ability to protect the interests of Columbia Gas of Ohio
ratepayers.

         The PUCO letter also said it would continue to exercise jurisdiction
over the regulated activities of Columbia Gas of Ohio, a natural gas
distribution subsidiary of Columbia Energy Group, following the companies'
proposed merger.

         Today's decision moves the NiSource/Columbia merger a step closer to
the expected completion of the transaction later this year. The commission's
staff and Columbia Gas of Ohio regulatory staff negotiated a number of
commitments by the utility, Columbia Energy Group and NiSource, which furnished
the basis of the commission action. Columbia Gas of Ohio is the largest natural
gas utility in the state with more than 1.3 million customers in 64 of Ohio's 88
counties. Still pending are actions by several state public utility commissions
and federal agencies, as well as shareholder votes on the merger.

         "We appreciate the Ohio commission's timely action and consideration in
addressing the merger," said Gary L. Neale, NiSource chairman, president and CEO
and Oliver G. Richard III, Columbia Energy Group chairman, president and CEO, in
a joint statement. "Consumer service and value delivery have and will continue
to be major goals of the Columbia Gas distribution business."

         "Columbia Energy Group and NiSource are proud of the record of
excellence in customer service that has been established by Columbia Gas of
Ohio," the Ohio utility stated in a commitment letter submitted to the PUCO. The
letter also said the merging companies are committed to continuation of Columbia
Gas of Ohio's robust Customer Choice(SM) program and its collaborative process
in working with the Commission on evolving issues in a competitive gas market.

                                    --more--


<PAGE>


                            Ohio Commission Supports NiSource/Columbia Merger--2


         In the letter, Columbia Gas of Ohio, acting on its own behalf and that
of the merging companies, committed to the following:

     o    Its  headquarters  will  remain at its present  location in  Columbus,
          Ohio;

     o    The  merging  companies  do not  anticipate  any  material  impact  on
          Columbia Gas of Ohio employment levels.

     o    The PUCO and its staff  will have  access to the books and  records of
          Columbia Gas of Ohio and other  affiliates  when relevant to the rates
          and services of Columbia Gas of Ohio;

     o    The  proposed  merger  leaves in place the  Columbia  Gas of Ohio rate
          freeze  until  October  2004  that  was  negotiated   earlier  with  a
          regulatory collaborative and adopted by the PUCO.

         The NiSource/Columbia Energy Group merger, announced February 28, will
result in a combined company serving more than 4.1 million customers primarily
located in nine states. Its operations will span the high-growth energy
consumption corridor stretching from the Gulf of Mexico to New England, creating
the largest natural gas distributor east of the Rocky Mountains.

         NiSource Inc. (NYSE:NI) is a holding company with headquarters in
Merrillville, Ind., whose primary business is the distribution of electricity,
natural gas and water in the Midwest and Northeastern United States. The company
also markets utility services and customer-focused resource solutions along a
corridor from Texas to Maine. More information about the company is available on
the Internet at www.nisource.com.

         Columbia Energy Group (NYSE: CG), 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 retail energy marketing, propane and petroleum product
sales, and electric power generation. More information about Columbia is
available on the Internet at www.columbiaenergygroup.com.

         This release 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 release. 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 release.



                                    --more--


<PAGE>


                            Ohio Commission Supports NiSource/Columbia Merger--3


         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.

         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 interests, by security holdings or
otherwise, may be obtained from the Secretary of NiSource Inc. or the Secretary
of Columbia Energy Group, as the case may be, at the addresses listed
above.




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