SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
In the Matter of )
NiSource Inc. ) File No. 70-9551
(Public Utility Holding )
Company Act of 1935 )
CERTIFICATE OF NOTIFICATION
This Certificate of Notification is filed by NiSource Inc.
("NiSource"), a Delaware corporation, in connection with the following
transactions proposed in NiSource's Form U-1, as amended (the
"Application-Declaration"), and authorized by Order of the Securities
and Exchange Commission (the "Commission") dated October 30, 2000 (the
"Merger Order"), in this file (Release No. 35-27263). Capitalized
terms used herein without definition have the meaning ascribed to them
in the Application-Declaration or the Agreement and Plan of Merger,
dated as of February 27, 2000, as amended and restated as of March 31,
2000, among Columbia Energy Group ("Columbia"), NiSource Inc., an
Indiana corporation ("NiSource (Indiana)"), New NiSource Inc., a
Delaware corporation which changed its name to NiSource Inc. after the
mergers ("NiSource"), Parent Acquisition Corp., Company Acquisition
Corp., and NiSource Finance Corp. (the "Merger Agreement"). NiSource
hereby certifies pursuant to Rule 24:
a. That, by means of the mergers described in the Merger Order, and
having obtained all state and federal approvals necessary,
NiSource has acquired all of the issued and outstanding common
stock of Columbia (the "Merger").
b. That NiSource has (i) issued approximately 121.4 million shares
of its common stock in exchange for the outstanding shares of
NiSource (Indiana), and (ii) issued approximately 72.5 million
shares of its common stock, and approximately 55.6 million
SAILS{SM} and paid approximately $3.9 billion in exchange for the
outstanding shares of common stock of Columbia.
c. That NiSource will file a post-effective amendment within this
file on or before March 31, 2001, seeking authorization to form a
new system service company.
d. That, within three years of the date of the Merger, NiSource will
(1) take all appropriate action to effect the sale of all of its
right, title and interest in and to the stock or assets of IWC
Resources Corporation ("IWCR") for cash, or (2) each of the Water
Utilities, as defined below, will take all appropriate action to
effect the sale of all of its right, title and interest in its
assets (net of associated liabilities) for cash, or (3) NiSource
and/or its subsidiaries will effectuate the consummation of a
combination of (1) and (2) above. IWCR has six water companies:
Indianapolis Water Company, Harbour Water Corporation, Liberty
Water Corporation, Irishman's Run Acquisition Corp., The
Darlington Water Works Company and IWC Morgan Water Corporation.
IWCR also has an operating agreement with the City of Lawrence,
Indiana, which IWCR is treating as a purchase in accordance with
generally accepted accounting principles. The six water
companies and the operating agreement are referred to,
collectively, as the "Water Utilities."
e. That all the net proceeds from the sale of the Water Utilities
will be contributed to the capital of NiSource Finance Corp. by
NiSource, or any other Transferor, as defined in the Merger
Order.
The "past tense" opinion pursuant to Instruction F(2) to Form U-1
is attached hereto.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, as amended, the undersigned company has duly
caused this document to be signed on its behalf by the undersigned
thereunto duly authorized.NiSource Inc.
NiSource Inc.
By: /s/ Dennis W. McFarland
------------------------------
Dennis W. McFarland
Vice President, Finance and
Planning
Dated: November 9, 2000
3
Frederick L. Hartmann
(312) 258-5656
[email protected]
November 9, 2000
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Ladies and Gentlemen:
We have acted as special counsel for NiSource Inc., a
Delaware corporation ("NiSource"), in connection with the transactions
contemplated by the Agreement and Plan of Merger dated as of February
27, 2000, as amended and restated as of March 31, 2000 among Columbia
Energy Group ("Columbia"), NiSource Inc., an Indiana corporation
("NiSource Indiana"), New NiSource, a Delaware corporation which
changed its name to NiSource after the completion of the Transaction,
Parent Acquisition Corp., Company Acquisition Corp. and NiSource
Finance Corp. (the "Merger Agreement") and the mergers (the
"Transaction") described in the Order (Release No. 35-27263) dated
October 30, 2000 (the "Merger Order") issued by the Securities and
Exchange Commission (the "Commission"). This opinion is being
delivered at the request of NiSource in connection with the Rule 24
Certificate (the "Rule 24 Certificate") it is filing with the
Commission under the Public Utility Holding Company Act of 1935 in
connection with the Transaction.
As such counsel, we have examined such documents and matters
of law which we have deemed necessary as the basis of the opinions
expressed below. The documents examined include the following
documents, originals or copies of:
(i) the Application-Declaration of NiSource on Form U-
1 in File No. 70-9551, as amended;
(ii) the Merger Order;
(iii) the Merger Agreement;
(iv) the Registration Statement on Form S-4, as amended
(Registration No. 333-33896), filed by NiSource
and NiSource Indiana with the Commission under the
Securities Act of 1933, as amended, and the
documents filed as Exhibits thereto;
(v) the Restated and Amended Certificate of
Incorporation of NiSource as certified by the
Securities and Exchange Commission
November 9, 2000
Page 2
Secretary of State of Delaware on November 1,
2000;
(vi) the Restated and Amended By-Laws of NiSource as
certified by the Secretary of NiSource on November
1, 2000;
(vii) resolutions adopted by the Board of Directors of
NiSource related to the Transaction as certified
by the Secretary of NiSource on November 1, 2000;
and
(viii) a certificate of the Secretary of State of
Delaware dated November 1, 2000 as to the
corporate existence in good standing of NiSource.
In making our examination, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us
as originals, the conformity with the original documents of all
documents submitted to us as copies and the legal capacity of all
natural persons.
The opinions contained in this letter are only expressions
of professional judgment regarding the legal matters addressed and are
not guarantees that a court would reach any particular result.
Based on the foregoing and subject to the qualifications set
forth below, we are of the opinion that:
1. The consummation of the Transaction did not violate any
of the laws of the State of Indiana or the State of
Delaware applicable to the Transaction.
2. NiSource is a corporation duly incorporated and validly
existing under the laws of the State of Delaware. The
NiSource common shares, par value $.01 per share,
issuable pursuant to the Transaction, when issued as
contemplated by the Merger Agreement, were validly
issued and are fully paid and non-assessable, and the
holders thereof are entitled to the rights and
privileges appertaining thereto as set forth in the
Certificate of Incorporation of NiSource. The NiSource
SAILS issuable pursuant to the Transaction, when issued
as contemplated by the Merger Agreement, are valid and
legally binding obligations of NiSource, subject to
bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors'
rights and to general equity principles, and the
Securities and Exchange Commission
November 9, 2000
Page 3
holders thereof are entitled to the rights and
privileges appertaining thereto.
3. NiSource legally acquired all of the outstanding shares
of common stock of Columbia.
4. The consummation of the Transaction in accordance with
the Merger Agreement did not violate the legal rights
of the holders of any securities issued by NiSource or
any associate company thereof.
5. The Transaction was completed in accordance with the
Merger Order.
The opinions set forth above are subject to the following
qualifications:
A. For purposes of our opinion in paragraph 2 above as to
the corporate existence of NiSource, we have relied solely upon the
certificate of Secretary of State of Delaware dated November 1, 2000
as to the corporate existence and good standing of NiSource.
B. The law covered by the opinions expressed in this
letter is limited to the Delaware General Corporation Law, the Indiana
Business Corporation Law and Article I of Title 8 of the Indiana Code,
which is the statute regulating public utilities in Indiana, and the
federal securities law of the United States of America.
We hereby consent to the filing of this opinion in
connection with Rule 24 Certificate.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /s/ Frederick L. Hartmann
------------------------------
Frederick L. Hartmann
