Filed by: NiSource Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Columbia Energy Group
Commission File No: 333-33896
On April 4, 2000, Gary L. Neale, Chairman, President and Chief
Executive Officer of NiSource Inc. and Oliver G. Richard III,
Chairman, President and Chief Executive Officer of Columbia Energy
Group issued a joint letter to employees of NiSource Inc. and Columbia
Energy Group. The following is a transcript of the joint letter
issued on April 4, 2000:
JOINT LETTER TO EMPLOYEES OF NISOURCE AND COLUMBIA ENERGY GROUP
APRIL 4, 2000
[NiSource Logo] [Columbia Energy Group Logo]
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.
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,
Gary Neale Rick Richard
Chairman, President and Chairman, President and
Chief Executive Officer Chief Executive Officer
NiSource Inc. Columbia Energy Group
/s/ Gary Neale /s/ Rick Richard
# # #
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.
