File No. 70-9551
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 TO
FORM U-1
APPLICATION OR DECLARATION
under the
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
NiSource Inc. New NiSource Inc.
801 East 86th Avenue 801 East 86th Avenue
Merrillville, Indiana 46410-6272 Merrillville, Indiana 46410-6272
(Name of company filing this statement and address of principal
executive offices)
None
(Name of top registered holding company parent of each applicant or declarant)
Mark T. Maassel
Vice President, Regulatory
& Governmental Policy
NiSource Inc.
801 East 86th Avenue
Merrillville, Indiana 46410-6272
(Names and addresses of agents for service)
The Commission is requested to send copies of all notices, orders and
communications to:
Peter V. Fazio, Jr., Esq. William T. Baker, Jr.
Schiff Hardin & Waite Thelen Reid & Priest LLP
6600 Sears Tower 40 West 57th Street
Chicago, Illinois 60606-6473 New York, New York 10019
William C. Weeden William S. Lamb, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP LeBoeuf, Lamb, Greene & MacRae LLP
1440 New York Avenue, NW 125 West 55th Street
Washington, D.C. 20005 New York, New York 10019-5389
<PAGE>
ITEM 1. DESCRIPTION OF TRANSACTION
On February 27, 2000, NiSource Inc., an Indiana corporation
("NiSource"), Columbia Energy Group, a Delaware corporation ("Columbia") and New
NiSource, Inc., a Delaware corporation ("New NiSource") entered into an
Agreement and Plan of Merger, as amended and restated as of March 31, 2000 (the
"Merger Agreement"), under which New NiSource or, in the alternative, NiSource,
will acquire all of the outstanding shares of Columbia. NiSource and New
NiSource will file an amendment to this Application-Declaration which will
describe the terms of the proposed merger and restate Item 1 in its entirety.
ITEMS 2-7.
In a further amendment to this Application-Declaration, Items 2-7
will be restated and amended and restated in their entirety to reflect the terms
of the proposed transactions under the Merger Agreement.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, as amended, each of the undersigned companies have duly
caused this Amendment to be signed on its behalf by the undersigned thereunto
duly authorized.
NISOURCE INC.
/s/ Gary L. Neale
---------------------------------------
Name: Gary L. Neale
Title: Chairman and President
NEW NISOURCE INC.
/s/ Gary L. Neale
---------------------------------------
Name: Gary L. Neale
Title: Chairman of the Board and
President
Date: April 5, 2000
2
