SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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) February 17, 2000
NISOURCE INC.
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(Exact Name of Registrant as Specified in Its Charter)
Indiana 1-9779 35-1719974
(State or Other (Commission File (IRS Employer
Jurisdiction Number) Identification No.)
of 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
On February 17, 2000, the Board of Directors of NiSource Inc.
(the "Company") declared a dividend distribution of one Right for each
outstanding Common Share, without par value, of the Company (the
"Common Shares") to the shareholders of record on March 12, 2000 (the
"Record Date"). Each Right, when exercisable, initially entitles the
registered holder to purchase from the Company one one-hundredth of a
share of Series A Junior Participating Preferred Shares, without par
value, of the Company (the "Preferred Shares") at a price of $60 per
one one-hundredth of a share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in
a Rights Agreement (the "Rights Agreement") between the Company and
Harris Trust and Savings Bank, as Rights Agent (the "Rights Agent").
The Rights will replace the preferred share purchase rights which were
initially distributed to the Company's shareholders by a dividend in
1990 and which expire by their own terms on March 12, 2000.
Initially, the Rights are not exercisable. The Rights become
exercisable upon the earlier to occur of (i) the tenth business day
after a public announcement that a person or group of affiliated or
associated persons acquired, or obtained the right to acquire,
beneficial ownership of Common Shares or other securities of the
Company representing 25% or more of the voting power of all securities
of the Company then outstanding generally entitled to vote for the
election of directors ("Voting Power") (such person or group being
called an "Acquiring Person" and such date of first public
announcement being called the "Share Acquisition Date"), or (ii) the
tenth business day (or such later date as the Board of Directors may
determine) after the commencement of, or announcement of an intention
to make, a tender offer or exchange offer which would result in any
person or group of affiliated or associated persons becoming an
Acquiring Person (the earlier of such dates being called the
"Distribution Date").
Until the Distribution Date (or earlier redemption or expiration
of the Rights), (i) the Rights will be evidenced by the Common Share
certificates and will be transferred only with the Common Share
certificates, (ii) new Common Share certificates issued after the
Record Date upon transfer or new issuance of the Company's Common
Shares will contain a notation incorporating the Rights Agreement by
reference, and (iii) the surrender for transfer of any of the
Company's Common Share certificates outstanding as of the Record Date
will also constitute the transfer of the Rights associated with the
Common Shares represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the
Rights ("Right Certificates") will be mailed to holders of record of
the Company's Common Shares as of the close of business on the
Distribution Date and, thereafter, such separate Right Certificates
alone will evidence the Rights.
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The Rights are not exercisable until the Distribution Date. The
Rights will expire on March 12, 2010, unless earlier redeemed or
exchanged by the Company or rendered unexercisable as described below.
The Preferred Shares are a series of preferred shares that rank
junior to any other series of preferred shares of the Company (unless
the terms of such series provide otherwise). Each Preferred Share
will be entitled to a minimum preferential quarterly dividend payment
of $26 per share but will be entitled to an aggregate dividend of 100
times the dividend declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares will be entitled to a
minimum preferential liquidation payment of $6,000 per share but will
be entitled to an aggregate payment of 100 times any liquidation
payment made per Common Share. Each Preferred Share will have 100
votes, voting together with the Common Shares. Finally, in the event
of any merger, consolidation or other transaction in which Common
Shares are exchanged, each Preferred Share will be entitled to receive
100 times the amount received per Common Share. These rights are
protected by customary antidilution provisions. Preferred Shares
purchasable upon exercise of the Rights will not be redeemable. The
dividend, liquidation and voting rights of the Preferred Shares are
designed so that the value of one one-hundredth of a Preferred Share
purchaseable upon exercise of each Right should approximate the value
of one Common Share.
If any person becomes the beneficial owner of Common Shares or
other securities of the Company representing 25% or more of the Voting
Power (i.e., becomes an Acquiring Person), each holder of a Right,
other than Rights beneficially owned by any Acquiring Person on or
after the Distribution Date (which will thereafter be void), will
thereafter have the right to receive upon exercise that number of
Common Shares having a market value of two times the exercise price of
the Right, unless the event causing the 25% beneficial ownership
threshold to be crossed is a tender offer or exchange offer for all
outstanding Common Shares, at a price and on terms determined by the
Board of Directors of the Company, after receiving advice from one or
more investment banking firms, to be fair to shareholders and
otherwise in the best interests of the Company and its shareholders (a
"Qualified Offer").
If, on or after the Share Acquisition Date, the Company is
acquired in a merger or other business combination in which the
Company is not the survivor or in which the Company is the survivor
but the Common Shares are changed into or exchanged for securities of
another entity, cash or other property, or 50% or more of the assets
or earning power of the Company and its subsidiaries is sold, proper
provision shall be made so that each holder of a Right, other than
Rights beneficially owned by the Acquiring Person on or after the
Distribution Date (which will thereafter be void), will thereafter
have the right to receive, upon the exercise thereof at the then
current exercise price of the Right, that number of common shares of
the acquiring company which at the time of such transaction would have
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a market value of two times the exercise price of the Right.
Notwithstanding the foregoing, the Rights will not be exercisable as
set forth in this paragraph in the event any such merger or other
business combination is consummated with an Acquiring Person which
acquired its shares pursuant to a Qualified Offer, provided that the
price per Common Share offered in the merger or other business
combination is not less than the price paid in the Qualified Offer and
the form of consideration offered in the merger or other business
combination is the same as that paid in the Qualified Offer.
At any time after the Rights become exercisable for Common Shares
(or common shares of the acquiring company), the Board of Directors of
the Company may exchange the unexercised Rights (other than Rights
beneficially owned on or after the Distribution Date by an Acquiring
Person that have become void), in whole or in part, at an exchange
ratio of one Common Share, or one one-hundredth of a Preferred Share
(or of a share of a class or series of the Company's preferred shares
having equivalent rights, preferences and privileges), per Right
(subject to adjustment).
The Purchase Price payable, and the number of one one-hundredths
of a Preferred Share or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to time to
prevent dilution (i) in the event of a share dividend on, or a
subdivision, combination or reclassification of the Preferred Shares,
(ii) upon the grant to holders of Preferred Shares of certain rights,
options or warrants to subscribe for Preferred Shares or convertible
securities at less than the current market price of the Preferred
Shares or (iii) upon the distribution to holders of Preferred Shares
of evidences of indebtedness or assets (excluding (a) a regular
periodic cash dividend out of earnings or retained earnings, (b) a
special cash dividend out of earnings or retained earnings, or (c) a
dividend payable in Preferred Shares) or of subscription rights,
options or warrants (other than those referred to above).
The number of outstanding Rights and the number of one one-
hundredths of a Preferred Share issuable upon exercise of each Right
are also subject to adjustment in the event of a share split of the
Common Shares or a share dividend on the Common Shares payable in
Common Shares or certain other changes affecting the number of Common
Shares occurring, in any such case, prior to the Distribution Date.
With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of at
least 1% in such Purchase Price. No fractional Rights or shares will
be issued (other than fractions that are integral multiples of one
one- hundredth of a Preferred Share, which may, at the Company's
election, be evidenced by depositary receipts) and, in lieu thereof, a
cash payment will be made based on the market price of the Rights or
the shares on the last trading date prior to, respectively, the date
on which the fractional Right would have otherwise been issuable or
the date of exercise.
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At any time prior to the close of business on the tenth business
day following the Share Acquisition Date, the Board of Directors of
the Company may, at its option, redeem the Rights in whole but not in
part, at a price of $.01 per Right (the "Redemption Price").
Immediately upon the authorization of the redemption of the Rights by
the Board of Directors of the Company, the Rights will terminate and
the only right of the holders of Rights will be to receive the
Redemption Price.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company, including, without
limitation, the right to vote or to receive dividends.
The Board of Directors of the Company may amend the Rights
Agreement. After the Distribution Date, however, the Board of
Directors of the Company may amend the Rights Agreement only to cure
any ambiguity, to cure any defective or inconsistent provisions, to
make changes which do not adversely affect the interest of the holders
of the Rights (other than an Acquiring Person) or to shorten or
lengthen any time period under the Rights Agreement including the
period for redemption; provided that no amendment to adjust the time
period governing redemption may be made at any time when the Rights
are not redeemable. In addition, no supplement or amendment may be
made which changes the Redemption Price or the number of one one-
hundredths of a Preferred Share for which a Right is exercisable.
The Rights Agreement is filed herewith as Exhibit 4.1 and is
incorporated herein by reference. The foregoing summary description of
the Rights does not purport to be complete and is qualified in its
entirety by reference to the full text of the Rights Agreement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) EXHIBITS. The following exhibit is filed herewith:
4.1 Rights Agreement, dated as of February 17, 2000,
between NiSource Inc. and Harris Trust and Savings
Bank, as Rights Agent (incorporated by reference to
Exhibit 4.1 to NiSource Inc.'s Form 8-A filed with the
Securities and Exchange Commission on February 24,
2000).
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SIGNATURE
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: February 24, 2000 By: /s/ Stephen P. Adik
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Name: Stephen P. Adik
Title: Senior Executive
Vice President and
Chief Financial Officer
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