SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 25, 2000
NISOURCE INC.
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(Exact Name of Registrant as Specified in Its Charter)
Indiana 1-9779 35-1719974
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.
Incorporation)
801 E. 86TH AVENUE, MERRILLVILLE, INDIANA 46410
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (219) 853-5200
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______________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
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On April 25, 2000, the Registrant issued its first quarter 2000
earnings press release. A copy of the earnings press release is
attached hereto as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
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The following exhibit is filed herewith:
99.1 Press Release, dated April 25, 2000.
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
NISOURCE INC.
(Registrant)
Dated: April 25, 2000 By: /s/ Nina M. Rausch
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Name: Nina M. Rausch
Title: Secretary
EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION
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99.1 Press release dated April 25, 2000.
EXHIBIT 99.1
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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 April 25, 2000, NiSource Inc. reported its first quarter 2000
earnings. The text of the release is set forth below.
TEXT OF PRESS RELEASE
APRIL 25, 2000
[NISOURCE LOGO]
FOR ADDITIONAL INFORMATION
Investors: Dennis Senchak Rae Kozlowski Media: Sally Anderson
NiSource Inc. NiSource Inc. NiSource Inc.
219-647-6085 219-647-6083 219-647-6203
NISOURCE REPORTS HIGHER EARNINGS DESPITE RECORD WARM WINTER
MERRILLVILLE, Ind. (April 25, 2000)-NiSource Inc. (NYSE:NI) today
reported first quarter 2000 basic earnings per common share of 64
cents on net income of $79.6 million, a 3.2 percent increase from
first quarter 1999 basic earnings of 62 cents per share on net income
of $76.6 million.
Results for the two periods ended March 31 are not directly
comparable since this year s report includes three NiSource
subsidiaries acquired during 1999. NiSource established its New
England presence when it acquired Bay State Gas Company in February
1999. The natural gas marketing, asset optimization and natural gas
storage units of EnergyUSA-TPC and Market Hub Partners were also
acquired in 1999. All operations record a significant portion of
their revenues during the winter heating season.
"Our first quarter earnings improved despite winter weather in
the Midwest that was the warmest on record at 15 percent warmer than
normal and 11 percent warmer than the same period in 1999, which
negatively impacted our earnings by approximately 8 cents per share,"
said Gary L. Neale, NiSource chairman, president and chief executive
officer. "The results reflect the success of our strategy of expanding
NiSource markets and services through our acquisitions of Bay State
and EnergyUSA-TPC, as well as continued customer growth at our other
business units and our ongoing initiatives to improve efficiencies."
NiSource reported the following first quarter earnings by
segment:
* Gas operations earnings before interest and taxes (EBIT)
increased $10.4 million to $98.9 million compared to the
same period a year ago. The increase is mainly due to the
inclusion of Bay State Gas for the entire quarter in 2000,
partially offset by lower gas sales resulting from warmer
weather.
* Electric operations EBIT increased $9.1 million to $82.7
million, primarily attributed to increases in industrial
sales and trading activity as well as reduced operating
expenses.
* Water operation EBIT increased $1.5 million to $3.7 million
as a result of increased sales levels and higher base rates
that went into effect in April 1999.
* Gas marketing and storage EBIT increased $8.8 million to
$9.7 million, mainly reflecting the inclusion of EnergyUSA-
TPC and Market Hub Partners results. EnergyUSA-TPC and
Market Hub Partners provide natural gas marketing, asset
optimization, storage and sales services to wholesale and
industrial customers.
* Other products and services segment EBIT decreased $5.5
million for the quarter due to lower operating results for
utility locating and marking services.
During the first quarter, NiSource announced that it has reached
a definitive merger agreement with Columbia Energy Group (NYSE: CG),
based in Herndon, Va. Columbia s operating companies engage in all
phases of the natural gas business, including exploration and
production, transmission, storage and distribution. The merger will
create the nation s second largest gas company, with operations
stretching from the Gulf of Mexico to the Northeast, accessing 30
percent of the U.S. population and 40 percent of the nation s energy
demand.
"As previously reported, we remain on track for obtaining the
required state, federal and shareholder approvals," Neale added.
"NiSource and Columbia are committed to completing a seamless
integration of the two companies and are working together to create a
framework for expediting the process once the merger is approved."
NiSource Inc. 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.
# # #
This release 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 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 the
document.
NiSource and the new holding company formed in
connection with the Columbia merger 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 because they contain
important information. Investors and security holders
may receive the 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 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 web addresses listed
above.
-more-
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 2000 1999
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(Dollars in Thousands
Except per share amounts)
OPERATING REVENUES
<S> <C> <C>
Gas
Sales, Marketing and Storage $ 691,662 $ 527,916
Transport 34,695 22,700
Transmission 465 3,280
Electric 255,578 264,442
Water 22,913 20,869
Products & Services 62,236 52,368
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TOTAL OPERATING REVENUES $ 1,067,549 $ 891,575
OPERATING MARGIN
Gas $ 207,917 $ 174,306
Electric 189,845 184,094
Water 22,913 20,869
Products & Services 27,433 26,779
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TOTAL OPERATING MARGIN $ 448,108 $ 406,048
NET INCOME $ 79,616 $ 76,559
AVERAGE COMMON SHARES OUTSTANDING 124,304,233 122,646,186
BASIC EARNINGS PER AVERAGE COMMON SHARE $ 0.64 $ 0.62
DILUTED EARNINGS PER AVERAGE COMMON SHARE $ 0.62 $ 0.62
DIVIDEND DECLARED PER COMMON SHARE $ 0.270 $ 0.255
Gas Deliveries (dekatherms 000's)
Gas Sales and Marketing 181,094 159,466
Gas Transported 66,062 62,392
Gas Transmission 3,324 12,658
Electric Sales (megawatt hours) 4,327,730 4,813,032
Water Sales (millions of gallons) 10,092 9,313
</TABLE>
