As filed with the Securities and Exchange Commission on October 27, 2000.
Registration Nos. 333-33896 and 333-33896-01
========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
POST-EFFECTIVE
AMENDMENT NO. 5
ON
FORM S-3
TO
FORM S-4
Registration Statement
Under
The Securities Act of 1933
__________________________
NEW NISOURCE INC. NISOURCE INC.
(Exact name of registrant as (Exact name of registrant
specified in its charter) as specified in its
charter)
Delaware Indiana
(State or other jurisdiction (State or other
of jurisdiction of
incorporation or incorporation or
organization) organization)
35-2108964 35-1719974
(I.R.S employer (I.R.S employer
identification number) identification number)
801 East 86th Avenue
MERRILLVILLE, INDIANA 46410
(219) 853-5200
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
STEPHEN P. ADIK
801 East 86th Avenue
MERRILLVILLE, INDIANA 46410
(219) 853-5200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
WITH A COPY TO:
Frederick L. Hartmann
Schiff Hardin & Waite
6600 Sears Tower
Chicago, Illinois 60606-6473
(312) 258-5500
___________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE MERGER DESCRIBED IN THE EXPLANATORY NOTE
REGISTRATION STATEMENT HAS BECOME EFFECTIVE.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. [x]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
maximum
offering Proposed maximum
Amount price aggregate Amount of
Title of each class of to be per share offering price registration
securities to be registered registered <(1)> <(1)> fee
--------------------------- ---------- --------- ----------------- ------------
<S> <C> <C> <C> <C>
Common Shares, $.01 par 81,000 <(1)> <(1)> <(1)>
value (including associated
preferred share purchase
rights) of New NiSource Inc.
</TABLE>
<(1)> A registration fee with respect to these shares was previously
paid in connection with the filing by New NiSource Inc. and
NiSource Inc. of the Registration Statement on Form S-4
(File No. 333-33896), which was declared effective April 24,
2000. See Explanatory Note below.
The Registrants hereby amend this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this Registration Statement will thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until
this Registration Statement shall become effective on such date as the
Commission acting pursuant to said Section 8(a) may determine.
EXPLANATORY NOTE
New NiSource Inc. (the "Company") and NiSource Inc. ("Old
NiSource") hereby amend the Registration Statement on Form S-4 (File
No. 333-33896), effective _____, 2000 by filing this Post-Effective
Amendment No. 5 on Form S-3 relating to 81,000 common shares
of the Company, $.01 par value per share (including associated
preferred purchase rights) (the "Common Shares"), issuable under the
Employees' Profit Sharing and Salary Deferral Plan of SM&P Utility
Resources, Inc. (the "Plan").
On or about November 1, 2000, the mergers of Old NiSource and
Columbia Energy Group ("Columbia") (the "Merger") are expected to be
completed. Upon completion of the Merger, Columbia will be a wholly-
owned subsidiary of the Company and Old NiSource will be merged into
the Company. Pursuant to the Merger Agreement, the Company, Old
NiSource and Columbia have taken the necessary actions to cause the
Common Shares to be issuable under the Plan when the Merger is
completed. Accordingly, Old NiSource common shares will no longer be
issuable under the Plan.
This Registration Statement relates to 81,000 Common Shares
registered on the Form S-4 that are not being issued at the time of
the Merger and that are issuable under the Plan on and after the
Merger.
SUBJECT TO COMPLETION - DATED OCTOBER 27, 2000
PROSPECTUS
NEW NISOURCE INC.
81,000 Shares
Common Shares, $.01 Par Value
EMPLOYEES' PROFIT SHARING AND SALARY DEFERRAL PLAN
OF SM&P UTILITY RESOURCES, INC.
This Prospectus relates to common shares of New NiSource Inc.
which may be offered and sold under the Employees' Profit Sharing
and Salary Deferral Plan of SM&P Utility Resources, Inc. (the "Plan")
to Plan participants who ceased to be employees of NiSource Inc.
and its subsidiaries, including SM&P Utility Resources, Inc., on or
prior to November __, 2000.
Our common shares are traded on the New York Stock Exchange under
the symbol "NI". On October 26, 2000, the closing sale price of the
common shares on the New York Stock Exchange was $24 per share.
The mailing address and telephone number of New NiSource's
principal executive offices are: 801 East 86th Avenue, Merrillville,
Indiana 46410, telephone number (219) 853-5200.
This Prospectus should be retained for future reference.
__________________________________________
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities
or passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
__________________________________________
The date of this Prospectus is November __, 2000
The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and is not
soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.
You should rely only on the information provided or incorporated by
reference in this Prospectus. The information in this Prospectus is
accurate as of the date on these documents, and you should not assume
that it is accurate as of any other date.
TABLE OF CONTENTS
PAGE
THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . . . 6
EMPLOYEES' PROFIT SHARING AND SALARY DEFERRAL PLAN OF SM&P UTILITY
RESOURCES, INC. PROSPECTUS. . . . . . . . . . . . . . . . . . 7
APPENDIX DATED OCTOBER, 2000 TO EMPLOYEES' PROFIT SHARING AND SALARY
DEFERRAL PLAN OF SM&P UTILITY RESOURCES, INC. SUMMARY PLAN
DESCRIPTION DATED DECEMBER, 1995 . . . . . . . . . . . . . . . 7
EMPLOYEES' PROFIT SHARING AND SALARY DEFERRAL PLAN OF SM&P UTILITY
RESOURCES, INC. SUMMARY PLAN DESCRIPTION DATED DECEMBER, 1995 12
I INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . 12
II PLAN DATA . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Agent For Service Of Legal Process . . . . . . . . . . . . . . 12
Effective Date . . . . . . . . . . . . . . . . . . . . . . . . 12
Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Plan Administrator . . . . . . . . . . . . . . . . . . . . . . 12
Plan Year . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Type Of Administration . . . . . . . . . . . . . . . . . . . . 12
III DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . 13
Break In Service . . . . . . . . . . . . . . . . . . . . . . . 13
Compensation . . . . . . . . . . . . . . . . . . . . . . . . . 13
Disability . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Early Retirement . . . . . . . . . . . . . . . . . . . . . . . 13
Effective Date . . . . . . . . . . . . . . . . . . . . . . . . 13
Elective Deferral . . . . . . . . . . . . . . . . . . . . . . 13
Entry Date . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Family Member . . . . . . . . . . . . . . . . . . . . . . . . 13
Highly Compensated Employee . . . . . . . . . . . . . . . . . 13
Hour Of Service . . . . . . . . . . . . . . . . . . . . . . . 14
Maternity/Paternity Leave . . . . . . . . . . . . . . . . . . 14
Normal Retirement Age . . . . . . . . . . . . . . . . . . . . 14
Spouse . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Year Of Service . . . . . . . . . . . . . . . . . . . . . . . 15
IV ELIGIBILITY REQUIREMENTS AND PARTICIPATION . . . . . . . . . . 15
V EMPLOYEE CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . 15
Elective Deferrals . . . . . . . . . . . . . . . . . . . . . . 15
Rollover And Transfer Contributions . . . . . . . . . . . . . 16
2
VI EMPLOYER CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . 16
Contribution Formula . . . . . . . . . . . . . . . . . . . . . 16
Eligibility For Allocation . . . . . . . . . . . . . . . . . . 17
VII GOVERNMENT REGULATIONS . . . . . . . . . . . . . . . . . . . . 17
VIII PARTICIPANT ACCOUNTS . . . . . . . . . . . . . . . . . . . . . 17
IX VESTING . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Determining Vested Benefit . . . . . . . . . . . . . . . . . . 18
Payment Of Vested Benefit . . . . . . . . . . . . . . . . . . 19
Loss Of Benefits . . . . . . . . . . . . . . . . . . . . . . . 19
Reallocation of Forfeiture . . . . . . . . . . . . . . . . . . 19
Reemployment . . . . . . . . . . . . . . . . . . . . . . . . . 19
X RETIREMENT BENEFITS AND DISTRIBUTIONS . . . . . . . . . . . . 21
Retirement Benefits . . . . . . . . . . . . . . . . . . . . . 21
Hardship Withdrawals . . . . . . . . . . . . . . . . . . . . . 21
Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . 22
Death Benefits . . . . . . . . . . . . . . . . . . . . . . . . 22
Form Of Payment . . . . . . . . . . . . . . . . . . . . . . . 22
Rollover of Payment . . . . . . . . . . . . . . . . . . . . . 23
Time Of Payment . . . . . . . . . . . . . . . . . . . . . . . 24
Joint and Survivor Annuity Rules . . . . . . . . . . . . . . . 24
XI INVESTMENTS . . . . . . . . . . . . . . . . . . . . . . . . . 25
Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Investment Responsibility . . . . . . . . . . . . . . . . . . 25
Employee Investment Direction . . . . . . . . . . . . . . . . 25
XII ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . 25
Plan Administrator . . . . . . . . . . . . . . . . . . . . . . 26
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
XIII AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . . . 27
XIV LEGAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . 27
Rights Of Participants . . . . . . . . . . . . . . . . . . . . 27
Fiduciary Responsibility . . . . . . . . . . . . . . . . . . . 27
Employment Rights . . . . . . . . . . . . . . . . . . . . . . 27
Benefit Insurance . . . . . . . . . . . . . . . . . . . . . . 27
Claims Procedure . . . . . . . . . . . . . . . . . . . . . . . 27
Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Questions . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Conflicts With Plan . . . . . . . . . . . . . . . . . . . . . 28
LIMITATION OF LIABILITY . . . . . . . . . . . . . . . . . . . . . . 29
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . 29
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . 29
3
DESCRIPTION OF COMMON SHARES . . . . . . . . . . . . . . . . . . . 29
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
THE COMPANY
On November __, 2000, New NiSource Inc. (the "Company"), a new
company formed by NiSource Inc. ("NiSource"), completed the
acquisition by merger of Columbia Energy Group ("Columbia").
Effective November __, 2000, the Company changed its name to "NiSource
Inc." Upon completion of the merger, Columbia became a wholly-owned
subsidiary of the Company, and the Company continues the businesses
conducted by NiSource and Columbia prior to the merger. The fiscal
year of the Company will end on December 31 of each year. The Company
is a Delaware corporation with its corporate headquarters in
Merrillville, Indiana.
The Company is a super-regional energy and utility-based holding
company that provides natural gas, electricity, water and energy
related services for residential, commercial and industrial uses
through a number of regulated and non-regulated subsidiaries. The
Company has over 3.6 million gas and electric customers located
primarily in nine states and is the leading gas competitor within the
key energy corridor between the Gulf Coast and the Northeast. The
Company is a registered holding company under the Public Utility
Holding Company Act of 1935. The Company's principal executive
offices are located at 801 East 86th Avenue, Merrillville, Indiana
46410, and its telephone number is (219) 853-5200.
NATURAL GAS. The Company's gas business is comprised of
regulated gas utilities and gas transmission companies that operate in
nine states. The Company is the largest gas company east of the
Rockies based on customers, and has the nation's second largest volume
of gas sales with 911 million cubic feet per day.
Through its wholly-owned subsidiary, Columbia Energy Group, the
Company owns five distribution subsidiaries that provide natural gas
services to nearly 2.1 million residential commercial and industrial
customers in Ohio, Pennsylvania, Virginia, Kentucky and Maryland. The
Company also distributes natural gas to approximately 751,000
customers in northern Indiana through three subsidiaries: Northern
Indiana Public Service Company, Kokomo Gas and Fuel Company and
Northern Indiana Fuel and Light Company, Inc. Additionally, the
Company's subsidiaries, Bay State Gas Company and Northern Utilities,
Inc. distribute natural gas to more than 320,000 customers in the
areas of Brockton, Lawrence and Springfield, Massachusetts, Lewiston
and Portland, Maine, and Portsmouth, New Hampshire.
4
The Company's subsidiaries Columbia Gas Transmission Corporation
and Columbia Gulf Transmission Company own and operate an interstate
pipeline network of approximately 16,250 miles extending from offshore
in the Gulf of Mexico to Lake Erie, New York and the eastern seaboard.
Together, Columbia Gas Transmission and Columbia Gulf serve customers
in 15 northeastern, mid-Atlantic, midwestern, and southern states and
the District of Columbia. In addition, Columbia Gas Transmission
operates one of the nation's largest underground natural gas storage
systems. Columbia Gas Transmission is also participating in the
proposed 442-mile Millennium Pipeline Project that has been submitted
to the FERC for approval. As proposed, the project will transport
approximately 700,000 Mcf of natural gas per day from the Lake Erie
region to eastern markets.
The Company's wholly-owned subsidiary, Crossroads Pipeline
Company, owns and operates a 201-mile, 20 inch diameter interstate
pipeline extending from the northwestern corner of Indiana (near the
border with Chicago) eastward into Ohio. Another wholly-owned Company
subsidiary, Granite State Transmission, owns and operates a 105-mile,
6 to 12 inch diameter interstate pipeline that extends from Haverhill,
Massachusetts in a northeasterly direction to Maine. In addition to
the Crossroads and Granite State pipelines, the Company owns a 19%
share of Portland Natural Gas Transmission System, a 292-mile pipeline
built to bring Canadian gas from New Brunswick into Maine, New
Hampshire and Massachusetts in order to increase the gas supply to the
region.
ELECTRICITY. The Company generates and distributes electricity
to the public through its subsidiary Northern Indiana Public Service
Company. Northern Indiana provides electric service to approximately
426,000 customers in 30 counties in the northern part of Indiana, with
an area of approximately 12,000 square miles and a population of
approximately 2.2 million. In addition, the Company develops
unregulated power projects through its subsidiary, Primary Energy,
Inc. Primary Energy works with industrial customers in managing the
engineering, construction, operation and maintenance of "inside the
fence" cogeneration plants that provide cost-effective, long-term
sources of energy for energy-intensive facilities.
WATER. Through its wholly-owned subsidiary IWC Resources
Corporation and its subsidiaries, the Company supplies water to
residential, commercial and industrial customers and for fire
protection service in Indianapolis, Indiana and surrounding areas.
NON-REGULATED ENERGY SERVICES. The Company provides non-
regulated energy services through its wholly-owned subsidiary Energy
USA, Inc. Through its subsidiaries and investments, Energy USA
provides to customers in 22 states a variety of energy-related
services, including gas marketing and asset management services,
pipeline construction and underground utility locating and marking
services. The Company expanded its gas marketing and trading
operations with the April 1999 acquisition of TPC Corporation, now
5
renamed Energy USA-TPC Corp., a natural gas asset management company.
Through Columbia, it also owns Columbia Energy Resources, Inc., an
exploration and production subsidiary that explores for, develops,
gathers and produces natural gas and oil in Appalachia and Canada. In
addition, the Company has invested in a number of distributed
generation technologies, including fuel cells and microturbine
ventures.
In the merger, NiSource shareholders received one common share of
the Company, par value $.01 per share, ("Common Share") for each of
their NiSource common shares. Accordingly, each of the NiSource
common shares held in the NiSource Common Stock Fund under the Plan
has been converted into one Common Share of the Company.
ALL REFERENCES IN THE PLAN AND THE SUMMARY PLAN DESCRIPTION TO
NISOURCE ARE NOW REFERENCES TO THE COMPANY, AND ALL REFERENCES IN THE
PLAN AND THE SUMMARY PLAN DESCRIPTION TO NISOURCE COMMON SHARES ARE
NOW REFERENCES TO COMPANY COMMON SHARES. EXCEPT AS DESCRIBED BELOW,
ALL OF THE TERMS OF THE PLAN WILL CONTINUE TO APPLY.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements
and other information with the SEC. You may read and copy any
document we file at the SEC's public reference rooms in Washington,
D.C., New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference
rooms. Our SEC filings are also available to the public at the SEC's
web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" into this
prospectus the information we file with it, which means that we can
disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to
be part of this prospectus, and later information that we file with
the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future
filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 until our offering is completed:
1. The Annual Report on Form 10-K of NiSource for the fiscal year
ended December 31, 1999;
2. The Annual Report on Form 10-K and Form 10-K/A of Columbia for
the fiscal year ended December 31, 1999;
3. The Quarterly Reports on Form 10-Q of NiSource for the quarterly
periods ended March 31, 2000 and June 30, 2000;
4. The Quarterly Reports on Form 10-Q of Columbia for the quarterly
periods ended March 31, 2000, June 30, 2000 and September 30, 2000;
6
5. The Current Reports on Form 8-K of NiSource dated February 14,
2000, February 24, 2000, March 3, 2000, April 3, 2000, April 25,
2000, June 13, 2000, September 1, 2000 and September 13, 2000;
6. The Current Reports on Form 8-K of Columbia dated January 25,
2000, April 13, 2000, May 3, 2000, May 12, 2000, May 22, 2000,
June 2, 2000, June 15, 2000 and July 14, 2000;
7. The description of our Common Shares contained in our Joint Proxy
Statement / Prospectus dated April 24, 2000;
8. The description of our Rights contained in our Joint Proxy
Statement / Prospectus dated April 24, 2000; and
9. The description of our SAILS contained in our Joint Proxy
Statement / Prospectus dated April 24, 2000.
You may request a copy of these filings at no cost, by writing to
or telephoning us at the following address:
New NiSource Inc.
801 East 86th Avenue
Merrillville, Indiana 46410
(219) 853-5200
You should rely only on the information incorporated by reference
or provided in this prospectus. We have not authorized anyone else to
provide you with different information. We are not making an offer of
these securities in any state where the offer is not permitted. You
should not assume that the information is this prospectus is accurate
as of any date other than the date on the front of the document.
EMPLOYEES' PROFIT SHARING AND SALARY DEFERRAL PLAN OF SM&P UTILITY
RESOURCES, INC. PROSPECTUS
The prospectus for the Plan includes (i) the Appendix dated
October, 2000 to the Summary Plan Description dated December, 1995,
and (ii) the Summary Plan Description dated December, 1995.
NOTE: REFERENCES IN THE APPENDIX DATED OCTOBER, 2000 AND IN THE
SUMMARY PLAN DESCRIPTION TO NISOURCE AND NISOURCE COMMON SHARES NOW
REFER TO THE COMPANY AND THE COMPANY'S COMMON SHARES.
7
APPENDIX
THIS DOCUMENT CONSTITUTES PART OF A SECTION 10(A) PROSPECTUS
COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933
EMPLOYEES' PROFIT SHARING AND SALARY DEFERRAL PLAN
OF SM&P UTILITY RESOURCES, INC.
Appendix dated October, 2000
to
Summary Plan Description dated
December, 1995
This Appendix provides certain current and updated information
regarding the Plan identified above, which is fully described in the
Prospectus and Summary Plan Description to which this Appendix
relates. Capitalized terms in this Appendix have the same meaning
assigned in the Prospectus and Summary Plan Description.
MERGER
On November __, 2000, NiSource Inc. ("NiSource") and Columbia
Energy Group ("Columbia") merged to form a new company, New NiSource
Inc. (the "Company"). Effective November __, 2000, New NiSource
changed its name from New NiSource Inc. to NiSource Inc. Upon
completion of the merger, Columbia became a wholly-owned subsidiary of
the Company, and the Company continues the businesses conducted by
NiSource and Columbia prior to the merger. The fiscal year of the
Company will end on December 31 of each year. The Company is a
Delaware corporation with its corporate headquarters in Merrillville,
Indiana. All references in the Plan and the Summary Plan Description
to NiSource common shares are now references to common shares of the
Company, par value $.01 per share ("Common Shares"). Except as
described below, all of the terms of the Plan will continue to apply.
In the merger, each NiSource common share was converted into the
right to receive one Common Share of the Company. Accordingly, each
NiSource common share held in the NiSource Common Stock Fund under the
Plan has been converted into one Company Common Share.
FINANCIAL INFORMATION
Certain information regarding the performance of the Funds described
below has been extracted from materials provided to the Company by the
Funds. The Company has not made any independent review of the
accuracy of this information and, accordingly, makes no warranty or
representation concerning this information. Performance information
related to an investment in the Funds will be updated periodically and
can be obtained from American United Life Insurance Company, P.O. Box
8
368, Suite 1355, Indianapolis, Indiana 46206-0368 (telephone: 317/
285-4195).
AUL FIXED INTEREST ACCOUNT
The Fund has experienced annual returns, after deduction for Fund
expenses and asset based fees, of 5.32%, 5.22%, 5.05% and 5.27% for
1997, 1998, 1999 and year to date through September 30, 2000;
respectively. Additional information is included in its annual report
and product description, copies of which can be obtained from American
United Life Insurance Company, P.O. Box 368, Suite 1355, Indianapolis,
Indiana 46206-0368 (telephone: 317/ 285-4195).
AUL AMERICAN MONEY MARKET
The Fund has experienced annual returns, after deduction for Fund
expenses and asset based fees, of 3.63%, 3.64%, 3.37% and 3.42% for
1997, 1998, 1999 and year to date through September 30, 2000;
respectively. Additional information is included in its annual report
and prospectus, copies of which can be obtained from American United
Life Insurance Company, P.O. Box 368, Suite 1355, Indianapolis,
Indiana 46206-0368 (telephone: 317/ 285-4195).
AUL AMERICAN BOND
The Fund has experienced annual returns, after deduction for Fund
expenses and asset based fees, of 6.50%, 7.40%, -2.34% and 5.71% for
1997, 1998, 1999 and year to date through September 30, 2000;
respectively. Additional information is included in its annual report
and prospectus, copies of which can be obtained from American United
Life Insurance Company, P.O. Box 368, Suite 1355, Indianapolis,
Indiana 46206-0368 (telephone: 317/ 285-4195).
FIDELITY (VIP) HIGH INCOME
The Fund has experienced annual returns, after deduction for Fund
expenses and asset based fees, of 16.20%, -5.52%, 6.81% and -10.52%
for 1997, 1998, 1999 and year to date through September 30, 2000;
respectively. Additional information is included in its annual report
and prospectus, copies of which can be obtained from American United
Life Insurance Company, P.O. Box 368, Suite 1355, Indianapolis,
Indiana 46206-0368 (telephone: 317/ 285-4195).
FIDELITY (VIP II) ASSET MANAGER
The Fund has experienced annual returns, after deduction for Fund
expenses and asset based fees, of 19.15%, 13.62%, 9.71% and -1.01% for
1997, 1998, 1999 and year to date through September 30, 2000;
respectively. Additional information is included in its annual report
and prospectus, copies of which can be obtained from American United
Life Insurance Company, P.O. Box 368, Suite 1355, Indianapolis,
Indiana 46206-0368 (telephone: 317/ 285-4195).
9
FIDELITY (VIP II) INDEX 500
The Fund has experienced annual returns, after deduction for Fund
expenses and asset based fees, of 31.05%, 26.73%, 19.01% and -2.47%
for 1997, 1998, 1999 and year to date through September 30, 2000;
respectively. Additional information is included in its annual report
and prospectus, copies of which can be obtained from American United
Life Insurance Company, P.O. Box 368, Suite 1355, Indianapolis,
Indiana 46206-0368 (telephone: 317/ 285-4195).
AMERICAN CENTURY INCOME & GROWTH
The Fund has experienced annual returns, after deduction for Fund
expenses and asset based fees, of 16.48% and 04.71% for 1999 and year
to date through September 30, 2000; respectively. Additional
information is included in its annual report and prospectus, copies of
which can be obtained from American United Life Insurance Company,
P.O. Box 368, Suite 1355, Indianapolis, Indiana 46206-0368 (telephone:
317/ 285-4195).
ALGER AMERICAN LEVERAGED AllCap
The Fund has experienced annual returns, after deduction for Fund
expenses and asset based fees, of -4.60% year to date through
September 30, 2000. Additional information is included in its annual
report and prospectus, copies of which can be obtained from American
United Life Insurance Company, P.O. Box 368, Suite 1355, Indianapolis,
Indiana 46206-0368 (telephone: 317/ 285-4195).
FIDELITY (VIP) GROWTH
The Fund has experienced annual returns, after deduction for Fund
expenses and asset based fees, of 21.95%, 37.76%, 35.73% and 0.58% for
1997, 1998, 1999 and year to date through September 30, 2000;
respectively. Additional information is included in its annual report
and prospectus, copies of which can be obtained from American United
Life Insurance Company, P.O. Box 368, Suite 1355, Indianapolis,
Indiana 46206-0368 (telephone: 317/ 285-4195).
PBHG GROWTH
The Fund has experienced annual returns, after deduction for Fund
expenses and asset based fees, of -4.55%, -0.66%, 90.06% and 13.16%
for 1997, 1998, 1999 and year to date through September 30, 2000;
respectively. Additional information is included in its annual report
and prospectus, copies of which can be obtained from American United
Life Insurance Company, P.O. Box 368, Suite 1355, Indianapolis,
Indiana 46206-0368 (telephone: 317/ 285-4195).
10
AMERICAN CENTURY (TWENTIETH CENTURY) ULTRA
The Fund has experienced annual returns, after deduction for Fund
expenses and asset based fees, of 21.60%, 32.89%, 39.70% and -4.52%
for 1997, 1998, 1999 and year to date through September 30, 2000;
respectively. Additional information is included in its annual report
and prospectus, copies of which can be obtained from American United
Life Insurance Company, P.O. Box 368, Suite 1355, Indianapolis,
Indiana 46206-0368 (telephone: 317/ 285-4195).
AMERICAN CENTURY INTERNATIONAL GROWTH
The Fund has experienced annual returns, after deduction for Fund
expenses and asset based fees, of 18.23%, 17.53%, 62.40% and -11.79%
for 1997, 1998, 1999 and year to date through September 30, 2000;
respectively. Additional information is included in its annual report
and prospectus, copies of which can be obtained from American United
Life Insurance Company, P.O. Box 368, Suite 1355, Indianapolis,
Indiana 46206-0368 (telephone: 317/ 285-4195).
NISOURCE COMMON STOCK FUND
The Fund, based on NiSource Common Shares, has experienced annual
returns, after deduction for Fund expenses and asset based fees and
inclusion of dividends, of 16.1% and 16.1%, 12.8% for 1997, 1998 and
1999; respectively. Effective as of November __, 2000, the Fund
performance will be based on the Company Common Shares.
AVAILABLE INFORMATION
The Company has filed a Registration Statement on Form S-3 (the
"Registration Statement") with the Securities and Exchange Commission
covering up to 81,000 Common Shares to be offered and sold under the
Plan to Plan participants who ceased to be employees of
NiSource and its subsidiaries on or prior to November __, 2000.
The Company will provide, without charge, to each person eligible to
participate in the Plan, upon written or oral request, (i) a copy of
any of the documents which are incorporated by reference in the
Registration Statement, other than the exhibits to such documents
(unless such exhibits are specifically incorporated by reference into
the information that the Registration Statement incorporates) and (ii)
a copy of its Annual Report to Shareholders for its most recent fiscal
year. The documents incorporated by reference in the Registration
Statement are hereby specifically incorporated by reference in this
Prospectus. Requests for copies of such documents should be directed
to the Director, Compensation and Benefits, at New NiSource Inc., 801
East 86th Avenue, Merrillville, Indiana 46410, telephone number (219)
853-5200.
11
NOTE: REFERENCES IN THIS DOCUMENT TO NISOURCE AND NISOURCE COMMON
SHARES NOW REFER TO THE COMPANY AND THE COMPANY'S COMMON SHARES.
EMPLOYEES' PROFIT SHARING AND SALARY DEFERRAL PLAN
OF SM&P UTILITY RESOURCES, INC.
SUMMARY PLAN DESCRIPTION
Dated December, 1995
I INTRODUCTION
Your Employer has established a retirement plan to help
supplement your retirement income. Under the program, the
Employer makes contributions to a Trust Fund which will pay you a
benefit at retirement. Details about how the Plan works are
contained in this summary. While the summary describes the
principal provisions of the Plan, it does not include every
limitation or detail. If there is a discrepancy between this
booklet and the official Plan document, the Plan document shall
govern. You may obtain a copy of the Plan document from the Plan
Administrator. The Plan Administrator may charge a reasonable fee
for providing you with the copy.
II PLAN DATA
A. Agent For Service Of Legal Process: Plan Administrator.
B. Effective Date: January 1, 1994
C. Employer: SM&P Utility Resources, Inc.
Address: 11455 North Meridian Street
Carmel, IN 46032
Telephone No.: (317)581-7800
Tax I.D. No.: 35-1892948
Plan No.: 002
D. Plan Administrator: The Employer has been designated to
serve as Plan Administrator.
E. Plan Year: The 12-month period beginning on January 1 and
ending on December 31.
F. Trustees Mark T. McNulty and
Daniel S. Baker
Address: 11455 North Meridian Court
Carmel, Indiana 46032
Telephone No.: (317)581-7800
G. Type Of Administration: Trust Fund
12
III DEFINITIONS
A. Break In Service. A 12 consecutive month period during
which you are not credited with or are not paid for more
than 500 hours. If you go into the military service of the
United States, you are not considered terminated as long as
you return to work within the time required by law. If you
separate from employment and incur a Break in Service, all
contributions to your various accounts are suspended. [See
special rules relating to maternity and paternity leave
below. Also, see Section VI(B) to determine your eligibility
to share in the Employer's Contribution if you separate from
employment, but do not incur a Break in Service.] If a Break
in Service occurs and you return to full time employment
with the Employer, your rights are explained in the section
entitled "Vesting".
B. Compensation. Your total salary, pay, or earned income from
the Employer, as reflected on tax Form W-2, which is subject
to withholding taxes when earned. Compensation will include
amounts received by you during the Plan Year and earned
while a Participant. Compensation shall be limited to
$200,000 as adjusted for inflation. For Plan Years beginning
in 1994, Compensation shall be limited to $150,000 as
adjusted for inflation.
C. Disability. A potentially permanent illness or injury, as
certified to by a physician who is approved by the Employer,
which prevents you from engaging in work for which you are
qualified for a period of at least 12 months.
D. Early Retirement. You may retire early upon reaching age 55
and completion of 5 Years of Service. If you terminate
employment after completing the required number of Years of
Service, but before attaining the required age, you may
elect Early Retirement after attaining the required age.
E. Effective Date. The date on which the Plan starts or an
amendment is effective.
F. Elective Deferral. Employer contributions made to the Plan
at your election, instead of being given to you in cash as
part of your salary. You can elect to defer a portion of
your salary, instead of receiving it in cash, and your
Employer will contribute it to the Plan on your behalf.
G. Entry Date. Your Entry Date will be the earlier of the first
day of the Plan Year or the first day of the seventh month
of the Plan Year coinciding with or following the date on
which you satisfy the eligibility requirements.
13
H. Family Member. The Spouse or lineal ascendant or descendant
(or Spouse thereof) of either a more than 5% owner of the
Employer or one of the ten highest compensated Highly
Compensated Employees of the Employer.
I. Highly Compensated Employee. Any Employee who during the
current or prior Plan Year (1) was a 5% owner, (2) received
more than $75,000 in compensation as adjusted for inflation
(3) received more than $50,000 in compensation as adjusted
for inflation and was in the top 20% of Employees when
ranked by compensation, or (4) was an officer receiving more
than $45,000 in compensation as adjusted for inflation.
Family members of any 5% owner, or Highly Compensated
Employee in the group of the ten Employees with the greatest
Compensation, will be combined as if they were one person
for purposes of Compensation and contributions. If you are
not currently or never were Highly Compensated, or a family
member of a Highly Compensated Employee, you are a Non-
highly Compensated Employee.
J. Hour Of Service. You will receive credit for each hour you
are (1) paid for being on your job, (2) paid even if you are
not at work (vacation, sickness, leave of absence, or
disability), or (3) paid for back pay if hours were not
already counted. A maximum of 501 hours will be credited for
any year you are not at work but are paid. Hours of Service
will be calculated based on actual hours you are entitled to
payment. For Salaried Employees, Hours of Service will be
calculated under an equivalency method under which you will
be credited with 45 hours for each week during which you
render an Hour of Service.
K. Maternity/Paternity Leave. You may be eligible for
additional Hours of Service if you leave employment, even if
temporarily, due to childbirth or adoption. If this is the
case, you will be credited with enough hours (up to 501) of
service to prevent a Break in Service, either in the year
you leave employment or the following year. For example, if
you have 750 Hours of Service when your child is born, you
would not get any more hours credited for that Plan Year
since you do not have a Break in Service. Therefore, if you
do not return to employment the following year, you will get
501 Hours of Service so you will not have a Break in Service
in that year. Alternatively, if you do return the following
year, but work only 300 hours, you will receive an
additional 201 hours in order to prevent a break. These
Hours of Service for maternity or paternity leave must all
be used in one Plan Year. They are used only to prevent a
Break in Service and not for calculating your Years of
Service for eligibility, vesting or benefits.
L. Normal Retirement Age. The attainment of age 65.
14
M. Spouse. The person to whom you are or were legally married,
or your common law Spouse if common law marriage is
recognized by the state in which you live. A former Spouse
may be treated as a "Spouse" under this definition if
recognized as such under a Qualified Domestic Relations
Order as explained at Section XIV(F) of this Summary Plan
Description.
N. Year Of Service.
Eligibility:
For purposes of determining your eligibility to participate
in the Plan, a Year of Service is a 12-consecutive month
period beginning on your date of hire during which you are
credited with at least 1 Hours of Service.
Contribution:
For purposes of determining whether or not you are entitled
to have a contribution allocated to your account, a Year of
Service is a 12-consecutive month period, which is the same
as the Plan Year, during which you are credited with at
least 1000 Hours of Service.
Vesting:
For purposes of determining whether or not you are vested in
your account balance, a Year of Service is a 12-consecutive
month period, which is the same as your employment year,
during which you are credited with 1000 Hours of Service.
IV ELIGIBILITY REQUIREMENTS AND PARTICIPATION
The Service requirement for Elective Deferrals and Employer
Contributions is 6 months of Service. You must also attain age
20-1/2 to be eligible to participate in the Plan. The Plan will
not cover Employees covered by a collective bargaining agreement.
Your participation in the Plan will begin on the Entry Date
defined at Section G.
V EMPLOYEE CONTRIBUTIONS
A. Elective Deferrals
You, as an eligible Employee, may authorize the Employer to
withhold from 1% up to 15% of your Compensation and to
deposit such amount in the Plan fund. However, the total
amount withheld by the Employer for your taxable year shall
not exceed $7,000 as adjusted for inflation. If you
participate in a similar plan of an unrelated employer and
15
your Elective Deferrals under this Plan and the other plan
exceed the $7,000 limit for a given year, you must designate
one of the Plans as receiving an excess amount. If you
choose this Plan as the one receiving the excess, you must
notify the Plan Administrator by March 1 of the following
year so that the excess and any income thereon may be
returned to you by April 15. You may increase, decrease, or
terminate your Elective Deferral percentage on the
anniversary date of the Plan and on the first day of the
seventh month of the Plan Year.
If you terminate contributions, you may not reinstate
payroll withholding for a period of 6 months, on the next
following January 1 or July 1. The Employer may also reduce
or terminate your withholding if required to maintain the
Plan's qualified status.
B. Rollover And Transfer Contributions
Rollover and Transfer Contributions are permitted. In order
to make a Rollover or Transfer Contribution, you must be an
Employee.
A rollover or transfer of your retirement benefits may
originate from another qualified retirement plan or special
individual retirement arrangement (known as a "conduit" IRA)
to this Plan. If you have already received a lump-sum
payment from another qualified retirement plan, or if you
received payment from another qualified plan and placed it
in a separate "conduit" IRA, you may be eligible to
redeposit that payment to this Plan. The last day you may
make a Rollover Contribution to this Plan is the 60th day
after you receive the distribution from the other plan or
IRA. A transfer occurs when the trustee of the old plan
transfers your assets to this Plan. If you believe you
qualify for a transfer or rollover, see the Plan
Administrator for more details.
VI EMPLOYER CONTRIBUTIONS
A. Contribution Formula
Elective Deferrals:
The Employer will contribute all Compensation which you
elect to defer to the Plan within the limits outlined in
Section V(A).
Matching Contributions:
The Employer may make a Matching Contribution to each
Participant based on his or her Elective Deferrals is a
16
percentage set by the Employer prior to the end of each Plan
Year. The Employer shall not match your Elective Deferrals
that are in excess of 6.0% of your Compensation.
The Employer has the right to designate all or a portion of
the Matching Contributions as "Qualified". To the extent
Matching Contributions are so designated, they are
nonforfeitable and may not be withdrawn from the Plan prior
to separation from Service. Employer Matching Contributions
will only be made on Elective Deferrals made to the Plan.
Although, Employee Contributions withdrawn prior to the end
of the Plan Year will not receive Matching Contributions.
The time period which will be used for determining the
amount of Matching Contributions owed shall be annually.
Discretionary:
The Employer may also contribute an additional amount
determined in its sole judgement. Such additional
contribution, if any, shall be allocated to each Participant
in proportion to his or her Compensation for the Plan Year
while a Participant.
B. Eligibility For Allocation
The Employer's Contribution will be made to all Participants
who are employed at the end of the Plan Year provided that
the Participant has completed a Year of Service during the
Plan Year. Additionally, the Employer's Contribution shall
be made to Participants who terminate due to death,
Disability, or retirement.
VII GOVERNMENT REGULATIONS
The federal government sets certain limitations on the level of
contributions which may be made to a Plan such as this. There is
also a "percentage" limitation which means that the percentage of
Compensation which you may contribute (Elective Deferrals)
depends on the average percentage of Compensation that the other
Participants are contributing. Simply stated, all Participants
are divided into 2 categories: Highly Compensated and Non-highly
Compensated and the average for each group is calculated. The
average contribution that the Highly Compensated may make is
based on the average contribution that the Non-highly Compensated
make. If a Highly Compensated Participant is contributing more
than he or she is allowed, the excess, plus or minus any gain or
loss, will be returned. Keep in mind that if you are a 5% owner
of the business or one of the ten highest paid Highly Compensated
employees, certain family members' contribution percentages and
Compensations will be combined with yours for purposes of
determining your contributions under the Plan.
17
VIII PARTICIPANT ACCOUNTS
The Employer will set up a record keeping account in your name to
show the value of your retirement benefit. The Employer will make
the following additions to your account:
A. your allocated share of the Employer's Contribution
(including your Elective Deferrals),
B. the amount of your personal Transfer Contributions and
Rollover Contributions, if any,
C. your share of forfeited accounts of former employees. (These
are amounts left behind by employees who terminated before
becoming 100% vested in their benefit), and
D. your share of investment earnings and appreciation in the
value of investments.
The Employer will make the following subtractions from your
account:
E. any withdrawals or distributions made to you,
F. your share of investment losses and depreciation in the
value of investments, and
G. your share of administrative fees and expenses paid out of
the Plan, if applicable.
The Employer will value your account daily. The Employer will
provide you with a statement of account activity at least once
annually.
IX VESTING
A. Determining Vested Benefit
Vesting refers to your earning or acquiring a nonforfeitable
right to the full amount of your account. Any Elective
Deferrals, Qualified Matching Contributions, Rollover
Contributions, Transfer Contributions, plus or minus any
earnings or losses, are always 100% vested and cannot be
forfeited for any reason. Any Employer contribution
(including forfeitures) not listed in the previous sentence,
and the earnings or losses thereon, will vest in accordance
with the following table, provided you were actively
employed after September 30, 1994:
18
Years of Service
----------------
1 2 3 4 5
20% 40% 60% 80% 100%
Any Employer contribution (including forfeitures) not listed
in the previous sentence, and the earnings or losses
thereon, will vest in accordance with the following table,
provided you were not actively employed after September 30,
1994:
Years of Service
----------------
1 2 3 4 5 6 7
0% 0% 20% 40% 60% 80% 100%
You are considered to have completed 1 Year of Service for
purposes of vesting upon the completion of 1000 Hours of
Service at any time during the Plan Year.
You automatically become fully vested, regardless of the
vesting table, upon attainment of Normal Retirement Age,
Early Retirement Age, upon retirement due to disability,
upon death, or upon termination of the Plan.
B. Payment Of Vested Benefit
If you separate from Service before your retirement, death
or Disability, you may request early payment of your vested
benefit by submitting a written request to the Plan
Administrator. If your vested account balance at the time of
termination exceeds $3,500, you may defer the payment of
your benefit until April 1 of the calendar year following
the calendar year during which you attain age 70-1/2. The
portion of your account balance to which you are not vested
is called a "forfeiture" and remains in the Plan for the
benefit of other Participants.
C. Loss Of Benefits
There are only two events which can cause the loss of all or
a portion of your account. One is termination of employment
before you are 100% vested according to the vesting
provisions described at IX(A) and the other is a decrease in
the value of your account from investment losses or
administrative expenses and other costs of maintaining the
Plan.
19
D. Reallocation of Forfeiture
If you receive the vested portion of your account upon
separation from service, the Employer will forfeit and
reallocate the nonvested portion of your account at the end
of the Plan Year during which you incur a 1-year Break in
Service.
E. Reemployment
If you terminate service with your Employer, then are later
reemployed, you will become a Participant as of the earlier
of the next Valuation Date or the next Entry Date [see
Section III] following your return to employment. If you are
not a member of a class of employees eligible to participate
in the Plan and later become a member of the eligible class,
you will participate upon reaching the next Entry Date if
you have satisfied the minimum age and service requirements.
Should you become ineligible to share in future
Contributions and forfeitures because you are no longer a
member of an eligible class, you shall again share upon your
return to an eligible class. All years of prior Service will
be counted when calculating your vested percentage in your
new account balance. The following rules apply in connection
with reemployed Participants.
(a) Terminated Partially Vested Participants. If you
terminate employment and receive payment of your
partially vested interest and are reemployed prior to
incurring five consecutive one-year Breaks in Service,
you have the right to buy back the nonvested portion of
your account if it was forfeited. If your nonvested
balance was not forfeited it will still be part of your
account and the buy back is not necessary. If a buy
back is necessary to regain the forfeiture, you must
redeposit the amount paid to you without interest
within five years of your date of reemployment. If you
do not repay the amount you received, the nonvested
portion of your Employer account will be permanently
forfeited. Whether you repay or not, your prior Service
will count toward vesting service for future Employer
contributions.
For example, assume that you terminate your job with
your current Employer. At the time of termination you
had accrued a total benefit of $10,000 under the
retirement Plan. Although this amount had been
allocated to your account, you were only 40% vested in
that amount when you left. You decided to take a
distribution of your vested account balance (40% of
$10,000, or $4,000) when you quit. The nonvested
balance of your account ($6,000) was forfeited. Three
years later, you became reemployed by the same
Employer. Since you were reemployed within 5 years, you
20
have the right to repay the $4,000 distribution you
received when you quit. You would have to repay the
$4,000 within 5 years of being rehired. If you do so,
the nonvested portion of your account ($6,000) will be
restored to your account. After restoration, you will
be vested in 40% of this account, but your vested
percentage will increase based on your Years of Service
after your reemployment. Your prior Service will always
count towards vesting of Employer Contributions which
you receive after reemployment, whether or not you
decide to repay and restore your prior account.
(b) Terminated Nonvested Participants. If you were not
vested in any portion of your Employer Contribution
account prior to your separation from service and are
reemployed before incurring five consecutive one-year
Breaks in Service, you will be credited for vesting
with all pre-break and post-break service. Your prior
unpaid account balance will automatically be restored
and you will continue to vest in that account. If you
are reemployed after incurring five consecutive one-
year Breaks in Service, you will lose your prior
account balance, but your pre-break Years of Service
will count towards vesting in your new account balance.
X RETIREMENT BENEFITS AND DISTRIBUTIONS
A. Retirement Benefits
The full value of your account balance is payable as of the
later of your Normal Retirement Age or as of your actual
retirement date. The latest commencement date for payment of
your benefits is generally April 1 of the year following
your attainment of age 70-1/2, even if you are still
employed.
B. Hardship Withdrawals
You may file a written request for a hardship withdrawal of
the portion of your account balance attributable to Elective
Deferrals. Earnings on Elective Deferrals up to the last day
of the Plan Year prior to July 1, 1989 may be included in
any hardship withdrawal, but earnings on Elective Deferrals
after that date may not be included. You must generally have
your Spouse's written consent for a hardship withdrawal
unless you are advised otherwise by the Plan Administrator.
Prior to receiving a hardship distribution, you must take
any other distribution and borrow the maximum non-taxable
loan amount allowed under this and other plans of the
Employer. Note, however, that if the effect of the loan
would be to increase the amount of your financial need, you
are not required to take the loan. For example, if you need
21
funds to purchase a principal residence, and a plan loan
would disqualify you from obtaining other necessary
financing, you do not have to take the loan. Hardship
withdrawals may be authorized by the Employer for the
following reasons:
(a) to assist you in purchasing a personal residence which
is your primary place of residence (not including
mortgage payments),
(b) to assist you in paying tuition expenses for you, your
Spouse, or your dependents, for the next twelve months
of post-secondary education,
(c) to assist you in paying expenses incurred or necessary
on behalf of you, your Spouse, or your dependents for
hospitalization, doctor or surgery expenses which are
not covered by insurance, or
(d) to prevent your eviction from or foreclosure on your
principal residence.
Any hardship distribution is limited to the amount needed to
meet the financial need. Hardship withdrawals must be
approved by the Employer and will be administered in a non-
discriminatory manner. Such withdrawals will not affect your
eligibility to continue to participate in Employer
Contributions to the Plan. Your right to make Elective
Deferrals shall be suspended for twelve months. Any
withdrawals you receive under these rules may not be
recontributed to the Plan and may be subject to taxation, as
well as an additional 10% penalty tax if the withdrawal is
received before you reach age 59-1/2. These payments shall
also be subject to a mandatory 20% withholding for income
tax purposes.
C. Beneficiary
Every Participant or former Participant with plan benefits
may designate a person or persons who are to receive
benefits under the Plan in the event of his or her death.
The designation must be made on a form provided by and
returned to the Plan Administrator. You may change your
designation at any time. If you are married, your
beneficiary will automatically be your Spouse. If you and
your Spouse wish to waive this automatic designation, you
must complete a beneficiary designation form. The form must
be signed by you and your Spouse in front of a Plan
representative or a Notary Public.
22
D. Death Benefits
In the event of your death, the full value of your account
is payable to your beneficiary in a lump sum, or if
permitted, in installments payable over any period which
does not exceed the life expectancy of your beneficiary. The
benefit may also be paid in the form of an annuity. If you
die after benefit payments have started under an installment
option and after the attainment of age 70-1/2, your
beneficiary will continue to receive payments in accordance
with the payment option you selected.
E. Form Of Payment
When benefits become due, you or your representative should
apply to the Employer requesting payment of your account and
specifying the manner of payment. If you are married and
your account balance exceeds $3,500, the normal or automatic
form of payment is a joint and survivor annuity with a
percentage of your benefit continuing to your Spouse upon
your death. If you are not married, the normal form of
benefit is a life annuity based on your life expectancy. If
you do not wish to receive the normal form of payment when
your payments are due to start, you may request to receive
your benefit in any of the optional forms indicated:
*lump sum
*installment payments
*a life annuity
*a life annuity with up to 20 years guaranteed
*a joint and 50% survivor annuity
In some cases, election of one of the optional forms of
payment will require the written consent of your Spouse.
Also, payments may not be made over a period which exceeds
the life expectancy of you and your beneficiary. The Plan
Administrator will advise you if any special rules apply in
connection with the payments of your benefits.
F. Rollover of Payment
If your benefits qualify as eligible rollovers, you have the
option of having them paid directly to you, when they become
due, or having them directly rolled over to another
qualified plan or an IRA. If you do not choose to have the
benefits directly rolled over, the Plan is required to
automatically withhold 20% of your payment for tax purposes.
If you do choose to have the payment made to you, you still
have the option of rolling over the payment yourself to a
qualified plan or an IRA within sixty days (first, check
with a tax advisor to make sure it is an eligible rollover).
However, 20% of your payment will still be withheld. The
following example illustrates how this works:
23
For example, if you have $100,000 in your vested account
balance and choose to have the payment of your benefits made
directly to an IRA or another qualified plan, the entire
$100,000 will be transferred to the trustee of the other
plan or the IRA, and you will treat the entire amount as a
rollover on your tax return so that you will not pay taxes
on the entire amount. If you choose not to have the account
transferred directly to an IRA or qualified plan, 20% or
$20,000 will automatically be withheld from your payment.
Thus, you will receive only $80,000 as a distribution of
your benefits. In order to roll the entire amount over into
your IRA, you would have to come up with $20,000 out of your
own pocket to make up the difference. If this is done, the
$20,000 which was withheld may be returned when you file
your taxes at the end of the year. However, if you are
unable to produce the extra cash, the rollover amount will
only be $80,000, and the other $20,000 which was withheld
will be treated as taxable income to you. If you are under
age 59-1/2 when you receive your benefit payment, the
withheld amount will also be subject to the 10% early
distribution penalty.
Certain benefit payments are not eligible for rollover and
therefore will also not be subject to the 20% mandatory
withholding. They are as follows:
1. annuities paid over life;
2. installments for a period of at least 10 years;
and
3. minimum required distributions at age 70-1/2.
There are also several operational exceptions and a "de
minimis" exception for payments of less than $200. Also
Employee Voluntary contributions are not eligible for
rollover.
G. Time Of Payment
If you retire, become disabled, or die, payments will start
as soon as administratively feasible following the date on
which a distribution is requested by you or is otherwise
payable.
If you terminate for a reason other than death, Disability,
or retirement, payments will start as soon as
administratively feasible following the date on which a
distribution is requested by you or is otherwise payable.
H. Joint and Survivor Annuity Rules
24
Retirement Benefits
If the benefit under the Plan is payable in the form of an
annuity, the Plan is subject to the joint and survivor
annuity rules. Under these rules, there are two automatic
methods of payment for vested Participants depending on your
marital status. If you do not choose another form of payment
(such as a lump sum or installments), the normal form of
payment is a straight life annuity if you. are not married
at your retirement date, or a qualified joint and survivor
annuity if you are married. Under a straight life annuity,
you will receive equal monthly payments for as long as you
live. No further payments will be made after your death.
Under a qualified joint and survivor annuity, you will
receive a reduced benefit each month for your lifetime.
After you die, 50% of that amount will be paid each month to
your Spouse for his or her lifetime. The amount of your
monthly benefit is reduced under a joint and survivor
annuity because it is expected that payments will be made
over two lifetimes instead of one. You may choose another
form of payment by filling out the proper form and returning
it to the Plan Administrator. In order to choose another
form of payment or a beneficiary other than your Spouse, you
must make a proper election, with your Spouse's written
consent. Such election must be witnessed by a Notary Public.
Written notice of these rules will be provided to you on a
timely basis.
Death Benefits
If you die while still employed by the Employer, or die
after you retire or terminate employment but before benefit
payments start, your surviving Spouse will be entitled to a
life annuity based on one half of the value of your account.
These payments will continue for your spouse's lifetime
unless he or she chooses to accelerate such payments. Again,
you and your Spouse can waive this coverage by obtaining the
proper form from the Plan Administrator and completing it.
XI INVESTMENTS
A. Trust Fund
The monies contributed to the Plan may be invested in any
security or form of property considered prudent for a
retirement plan. Such investments include, but are not
limited to, common and preferred stocks, exchange traded put
and call options, bonds, money market instruments, mutual
funds, savings accounts, certificates of deposit, Treasury
bills, or insurance contracts. An institutional Trustee may
invest in its own deposits or those of affiliates which bear
a reasonable interest rate, or in a group or collective
trust maintained by such Trustee.
25
B. Investment Responsibility
The Plan's assets are held by the Trustee who is identified
in Section II of this Summary. The Trustee is responsible
for the safekeeping of plan assets and for the investment
management of such assets unless the Employer elects to
direct investments, appoints an outside investment manager
or permits Participants to direct the investment of their
individual accounts.
C. Employee Investment Direction
Participants may direct the investments of their accounts
among alternative investment funds provided under the Plan.
The investment funds available to you and the procedures for
making an election are shown in a separate Investment
Election Form which can be obtained from the Plan
Administrator. You may change your investment selection and
move monies from one fund to another in accordance with the
rules established by the Plan Administrator.
Note that this Plan (or a part of this Plan) intends to
satisfy ERISA Section 404(c). In doing so plan fiduciaries
are required to provide sufficient information to you so
that you may make informed decisions with respect to
investments. Plan fiduciaries may then be relieved from
liability for investments that you make.
For further information regarding a description of your
available investment selections and the procedures for
investing among them, please contact the Plan Administrator
or its designee for investment selection purposes.
XII ADMINISTRATION
The Plan will be administered by the following parties:
A. Plan Administrator
The Employer is the party who has established the Plan and
who has overall control and authority over administration of
the Plan. The Employer's duties as Plan Administrator
include:
(a) appointing the Plan's professional advisors needed to
administer the Plan including, but not limited to, an
accountant, attorney, actuary, or administrator,
(b) directing the Trustee with respect to payments from the
Fund,
26
(c) communicating with Employees regarding their
participation and benefits under the Plan, including
the administration of all claims procedures and
domestic relations orders,
(d) filing any returns and reports with the Internal
Revenue Service, Department of Labor, or any other
governmental agency,
(e) reviewing and approving any financial reports,
investment reviews, or other reports prepared by any
party appointed by the Employer,
(f) establishing a funding policy and investment objectives
consistent with the purposes of the Plan and the
Employee Retirement Income Security Act of 1974, and
(g) construing and resolving, with discretionary authority,
any question of Plan interpretation. The Plan
Administrator's interpretation and application thereof
is final.
B. Trustee
The Trustee shall be responsible for the administration of
investments held in the Fund. These duties shall include:
(a) receiving contributions under the terms of the Plan,
(b) investing Plan assets unless investment responsibility
is delegated to another party by the Employer,
(c) making distributions from the Fund in accordance with
written instructions received from the Plan
Administrator,
(d) keeping accounts and records of the financial
transactions of the Fund, and
(e) rendering an annual report of the Fund showing the
financial transactions for the Plan Year.
XIII AMENDMENT AND TERMINATION
The Employer may amend the Plan at any time, provided that no
amendment will divert any part of the Plan's assets to any
purpose other than for the exclusive benefit of you and the other
Participants in the Plan or eliminate an optional form of
distribution. The Employer may also terminate the Plan. In the
event of a full termination, all amounts credited to your account
will be fully vested and will be paid to you. Depending on the
facts and circumstances, a partial termination may be found to
27
occur where a significant number of Employees are terminated by
the Employer or excluded from Plan participation. In case of a
partial termination, only those affected will become 100% vested.
XIV LEGAL PROVISIONS
A. Rights Of Participants
As a Plan Participant, you have certain rights and
protection under the Employee Retirement Income Security Act
of 1974 (ERISA). The law says that you are entitled to:
(a) Examine, without charge, all documents relating to the
operation of the Plan and any documents filed with the
U.S. Department of Labor. These documents are available
for review in the Employer's offices during regular
business hours.
(b) Obtain copies of all Plan documents and other Plan
information upon written request to the Employer. The
Employer may make a reasonable charge for producing the
copies.
(c) Receive from the Employer at least once each year a
summary of the Plan's annual financial report.
(d) Obtain, at least once a year, a statement of the total
benefits accrued for you, and your nonforfeitable
(vested) benefits, if any. The Plan provides that you
will receive this statement automatically. If you are
not vested, you may request a statement showing the
date when your account will begin to become
nonforfeitable.
(e) File suit in a federal court, if any materials
requested are not received within 30 days of your
request, unless the materials were not sent because of
matters beyond the control of the Employer. If you are
improperly denied access to information you are
entitled to receive, the Employer may be required to
pay up to $100 for each day's delay until the
information is provided to you.
B. Fiduciary Responsibility
ERISA imposes obligations upon the persons who are
responsible for the administration of the Plan. These
persons are referred to as "fiduciaries." Fiduciaries must
act solely in your interest as a Plan Participant and they
must exercise prudence in the performance of their duties.
Fiduciaries who violate ERISA may be removed and required to
reimburse any losses they have caused you or your Plan.
28
C. Employment Rights
Participation in the Plan is not a guarantee of employment.
However, the Employer may not fire you or discriminate
against you to prevent you from becoming eligible for the
Plan or from obtaining a benefit or exercising your rights
under ERISA.
D. Benefit Insurance
Your benefits under this Plan are not insured by the Pension
Benefit Guaranty Corporation since the law does not provide
plan termination insurance for this type of Plan.
E. Claims Procedure
If you feel you are entitled to a benefit under the Plan,
mail or deliver your written claim to the Plan
Administrator. The Plan administrator will notify you, your
beneficiary, or authorized representative of the action
taken within 60 days of receipt of the claim. If you believe
that you are being improperly denied a benefit in full or in
part, the Administrator must give you a written explanation
of the reason for the denial. If the Administrator denies
your claim, you may, within 60 days after receiving the
denial, submit a written request asking the Administrator to
review your claim for benefits. Any such request should be
accompanied by documents or records in support of your
appeal. You, your beneficiary, or your authorized
representative may review pertinent documents and submit
issues and comments in writing. If you get no satisfaction
from the Administrator, you have the right to request
assistance from the U.S. Department of Labor or you can file
suit in a state or federal court. Service of legal process
may be made on the Plan Administrator at the address of the
Employer. If you are successful in your lawsuit, the court
may require the Employer to pay your legal costs, including
your attorney's fees. If you lose, and the court finds that
your claim is frivolous, you may be required to pay the
Employer's legal fees.
F. Assignment
Your rights and benefits under this Plan cannot be assigned,
sold, transferred or pledged by you or reached by your
creditors or anyone else except under a qualified domestic
relations order or as provided by state law. A qualified
domestic relations order (QDRO) is a court order issued
under state domestic relations law relating to divorce,
legal separation, custody, or support proceedings. The QDRO
recognizes the right of someone other than you to receive
your Plan benefits. You will be notified if a QDRO on your
29
Plan benefits is received. Receipt of a qualified domestic
relations order shall allow for an earlier than normal
distribution to the person(s) other than the Participant
listed in the order.
G. Questions
If you have any questions about this statement of your
rights under ERISA, please contact the Employer or the
Pension and Welfare Benefits Administration, Room N-5644,
U.S. Department of Labor, 200 Constitution Ave.,
N.W.,Washington, D.C. 20210.
H. Conflicts With Plan
This booklet is not the Plan document, but only a Summary
Plan Description of its principal provisions and not every
limitation or detail of the Plan is included. Every attempt
has been made to provide concise and accurate information.
However, if there is a discrepancy between this booklet and
the official Plan document, the Plan document shall prevail.
LIMITATION OF LIABILITY
Neither the Company, SM&P, nor any of their agents (including SM&P if
it is acting as such) in administering the Plan shall be liable for
any act done in good faith or for the good faith omission to act in
connection with the Plan. However, nothing contained herein shall
affect a Participant's right to bring a cause of action based on
alleged violations of federal securities laws.
USE OF PROCEEDS
The Company does not anticipate that it will realize any net proceeds
from the issuance of its Common Shares under the Plan.
PLAN OF DISTRIBUTION
The Common Shares being offered hereby are offered pursuant to the Plan,
the terms of which provide for the issuance of Common Shares in
connection with investment of participant and employer contributions
to the Plan.
DESCRIPTION OF COMMON SHARES
The Company's certificate of incorporation authorizes the issuance of
400,000,000 Common Shares. The description of the Common Shares is
incorporated by reference into this Prospectus. See "Where You Can
Find More Information" for information on how to obtain a copy of this
description.
30
EXPERTS
The consolidated financial statements and schedules of NiSource
incorporated by reference herein have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports
with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said
reports.
The consolidated financial statements of Columbia incorporated in this
document by reference herein have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with
respect thereto, and are incorporated by reference herein in reliance
upon the authority of said firm as experts in giving said report.
LEGAL MATTERS
Certain legal matters in connection with the Company's Common Shares
offered hereby have been passed upon for the Company by Schiff Hardin
& Waite, Chicago, Illinois.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses in connection with the offering are as
follows:
Registration fee under the Securities Act . . . . . . . $ 0<*>
Legal fees and expenses . . . . . . . . . . . . . . . . $15,000
Accounting fees and expenses . . . . . . . . . . . . . . $5,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . $15,000
-------
Total . . . . . . . . . . . . . . . . . . $35,000
<*> Registration fee was previously paid in connection with the
filing by the Registrants of the Registration Statement on
Form S-4 (File No. 333-33896).
Item 15. Indemnification of Directors and Officers.
The Delaware General Corporation Law permits a corporation to
indemnify any person who is a party or is threatened to be made a
party to any action, suit or proceeding brought or threatened by
reason of the fact that the person is or was a director, officer,
employee or agent of the corporation, or is or was serving as such
with respect to another corporation at the request of the corporation,
if that person acted in good faith, in the case of conduct in his or
her official capacity, that person reasonably believed his or her
conduct to be in the best interests of the corporation, or in the case
of all other conduct, that person reasonably believed his or her
31
conduct was not opposed to the best interests of the corporation, and
with respect to any criminal action, that person had reasonable cause
to believe his or her conduct was lawful or had no reasonable cause to
believe his or her actions were unlawful.
A corporation must indemnify a person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, because he or she is or was a director or
officer or is or was serving at the request of the corporation as a
director or officer of another corporation or other enterprise, if the
person has been wholly successful in defense of the proceeding on the
merits or otherwise. A corporation may advance expenses, including
attorneys' fees, to any director or officer who is a party to a
proceeding in advance of final disposition of the proceeding if the
director or officer furnishes the corporation a written undertaking to
repay the advance if it is ultimately determined that the director did
not meet the required standard of conduct. Amounts to be indemnified
include judgments, penalties, fines, settlements and reasonable
expenses that were actually incurred by the person. However, if the
proceeding was by or in the right of the corporation, the person will
be indemnified only against reasonable expenses incurred and
indemnification will not be provided if the individual is adjudged
liable to the corporation in the proceeding.
The Company's certificate of incorporation permits the Company to
indemnify directors, officers, employees and agents of the corporation
and its wholly-owned subsidiaries to the fullest extent permitted by
law.
As authorized under the Company's By-Laws and the Delaware
General Corporation Law, the Company and its subsidiaries maintain
insurance that insures directors and officers for acts committed in
their capacities as such directors or officers that are determined to
be not indemnifiable under the Company's indemnity provisions.
Section 6.10 of 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, NiSource Inc., New NiSource Inc., Parent
Acquisition Corp., Company Acquisition Corp. and NiSource Finance Corp
(the "Merger Agreement") provides for indemnification by the Company
under certain circumstances of the directors and officers of Columbia.
Additionally, the Merger Agreement provides that the Company will
maintain Columbia's existing officers' and directors' insurance
policies or provide substantially similar insurance coverage for at
least six years.
Item 16. Exhibits.
The Exhibits filed herewith are set forth on the Exhibit Index
filed as part of this Registration Statement.
32
Item 17. Undertakings.
The Registrants hereby undertake:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of a prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
The registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of an annual report pursuant to Section 13(a) or Section 15(d)
33
of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrants pursuant to the foregoing
provisions, or otherwise, the registrants have been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrants of expenses incurred or paid by a director, officer or
controlling person of the registrants in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the registrants will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
34
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3
and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Merrillville, State of Indiana, on October 27, 2000.
NEW NISOURCE INC.
(Registrant)
By: /s/ Gary L. Neale
----------------------------------
Gary L. Neale
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
Each director and officer of the Registrant whose signature
appears below hereby authorizes the agent for service named in the
registration statement to execute in the name of such person and to
file any amendments to this registration statement necessary or
advisable to enable the Registrant to comply with the Securities Act
of 1933, as amended, and any rules, regulations and requirements of
the Securities and Exchange Commission in respect thereof, which
amendments may make such other changes in this registration statement
as the agent for service deems appropriate, and any subsequent
registration statement for the same offering that may be filed under
Rule 462(b) under the Securities Act of 1933, as amended. Pursuant to
the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
SIGNATURE TITLE DATE
/s/ Gary L. Neale Chairman, President October 27, 2000
------------------- and Chief Executive Officer (Principal
Gary L. Neale Executive Officer)
/s/ Stephen P. Adik Vice President and Director October 27, 2000
------------------- (Principal Financial and
Stephen P. Adik Accounting Officer)
</TABLE>
35
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, NiSource Inc. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3
and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Merrillville, State of Indiana, on October 27, 2000.
NISOURCE INC.
(Registrant)
By: /s/ Gary L. Neale
----------------------------------
Gary L. Neale
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
SIGNATURE TITLE DATE
/s/ Gary L. Neale Chairman, President October 27, 2000
-------------------- and Chief Executive Officer (Principal
Gary L. Neale Executive Officer)
/s/ Stephen P. Adik Senior Executive Vice President, October 27, 2000
-------------------- Chief Financial Officer and
Stephen P. Adik Treasurer (Principal Acocunting Officer)
/s/ Steven C. Beering* Director October 27, 2000
--------------------
Steven C. Beering
/s/ Arthur J. Decio* Director October 27, 2000
--------------------
Arthur J. Decio
/s/ Dennis E. Foster* Director October 27, 2000
--------------------
Dennis E. Foster
/s/ James T. Morris* Director October 27, 2000
--------------------
James T. Morris
36
/s/ Ian M. Rolland* Director October 27, 2000
--------------------
Ian M. Rolland
/s/ John W. Thompson* Director October 27, 2000
--------------------
John W. Thompson
/s/ Robert J. Welsh* Director October 27, 2000
--------------------
Robert J. Welsh
/s/ Carolyn Y. Woo* Director October 27, 2000
--------------------
Carolyn Y. Woo
/s/ Roger A. Young* Director October 27, 2000
--------------------
Roger A. Young
* By: /s/ Stephen P. Adik
-----------------------
Stephen P. Adik
Attorney-in-Fact
</TABLE>
37
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
2* Agreement and Plan of Merger dated as of February 27,
2000, as amended and restated as of March 31, 2000,
among Columbia Energy Group, NiSource Inc., New
NiSource Inc., Parent Acquisition Corp., Company
Acquisition Corp. and NiSource Finance Corp.
(incorporated by reference to Annex I of the Joint
Proxy Statement / Prospectus contained in the Company's
Registration Statement on Form S-4/A (File No. 333-
33896), filed with the Commission on April 24, 2000).
4.1 Form of Employees' Profit Sharing and Salary Deferral
Plan of SM&P Utility Resources, Inc.
4.2** Rights Agreement between New NiSource Inc. and
ChaseMellon Shareholder Services, L.L.C., as rights
agent dated ______, 2000.
5 Opinion of Schiff Hardin & Waite.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Schiff Hardin & Waite (included in its
opinion filed as Exhibit 5).
24.1 Power of Attorney for New NiSource Inc. (included on
signature page).
24.2 Power of Attorney for NiSource Inc.
__________
* Incorporated by reference.
** To be filed by amendment.
38
