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. 1
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 as
specified in its charter) specified in its charter)
DELAWARE INDIANA
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or 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
BELOW HAS BEEN COMPLETED AND THIS POST-EFFECTIVE AMENDMENT TO THE
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. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount maximum maximum Amount of
Title of each class of to be offering price aggregate registration
securities to be registered registered per share (1) offering price (1) fee
--------------------------- ---------- ------------- ----------------- ------------
<S> <C> <C> <C> <C>
Common Shares, $.01 par value (including 821,000 (1) (1) (1)
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 be 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. 1 on Form S-3 relating to 821,000 common shares of the
Company, $.01 par value per share (including associated preferred
purchase rights) (the "Common Shares"), issuable under the
NiSource Inc. Tax Deferred Savings Plan (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's common shares will no longer be
issuable under the Plan.
This Registration Statement relates to 821,000 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.
821,000 Shares
Common Shares, $.01 Par Value
NISOURCE INC. TAX DEFERRED SAVINGS PLAN
This Prospectus relates to common shares of New NiSource
Inc. which may be offered and sold under the NiSource Inc. Tax
Deferred Savings Plan (the "Plan") to Plan participants who ceased to
be employees of New NiSource Inc. and its subsidiaries 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . . . 5
NISOURCE INC. TAX DEFERRED SAVINGS PLAN PROSPECTUS. . . . . . . . . 7
APPENDIX DATED OCTOBER, 2000 TO SUMMARY PLAN DESCRIPTION DATED
JANUARY, 2000 . . . . . . . . . . . . . . . . . . . . . . . . 7
NISOURCE INC. TAX DEFERRED SAVINGS PLAN SUMMARY PLAN DESCRIPTION
DATED JANUARY, 2000 . . . . . . . . . . . . . . . . . . . . . 11
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
PLAN AT A GLANCE . . . . . . . . . . . . . . . . . . . . . . . . . 11
ELIGIBILITY AND ENROLLMENT . . . . . . . . . . . . . . . . . . . . 12
Who Is Eligible . . . . . . . . . . . . . . . . . . . . . . . 12
When Participation Begins . . . . . . . . . . . . . . . . . . 13
Breaks In Service and Transfers to Ineligible Status . . . . . 13
HOW THE 401(k) PLAN WORKS . . . . . . . . . . . . . . . . . . . . . 13
Before-Tax Contributions . . . . . . . . . . . . . . . . . . . 14
An Example . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Matching Contributions . . . . . . . . . . . . . . . . . . . . 15
After-Tax Contributions . . . . . . . . . . . . . . . . . . . 16
Changing Your Contributions . . . . . . . . . . . . . . . . . 16
Naming a Beneficiary . . . . . . . . . . . . . . . . . . . . . 16
Vesting . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Limitations on Contributions . . . . . . . . . . . . . . . . . 17
Rollover Contributions . . . . . . . . . . . . . . . . . . . . 17
"Top-Heavy" Provisions . . . . . . . . . . . . . . . . . . . . 18
INVESTING YOUR 401(k) ACCOUNTS . . . . . . . . . . . . . . . . . . 18
Changing Your Investments . . . . . . . . . . . . . . . . . . 18
Statement of Account . . . . . . . . . . . . . . . . . . . . . 19
WITHDRAWALS AND LOANS WHILE YOU ARE EMPLOYED . . . . . . . . . . . 19
Withdrawals . . . . . . . . . . . . . . . . . . . . . . . . . 19
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
RECEIVING YOUR BENEFITS . . . . . . . . . . . . . . . . . . . . . . 22
Benefit Distribution . . . . . . . . . . . . . . . . . . . . . 22
Federal Tax Consequences of Participation in the Plan . . . . 23
Income Tax Withholding . . . . . . . . . . . . . . . . . . . . 25
OTHER THINGS YOU SHOULD KNOW . . . . . . . . . . . . . . . . . . . 25
2
Plan Sponsor . . . . . . . . . . . . . . . . . . . . . . . . . 25
Plan Administration . . . . . . . . . . . . . . . . . . . . . 25
Plan Number . . . . . . . . . . . . . . . . . . . . . . . . . 26
Maximum Contributions . . . . . . . . . . . . . . . . . . . . 26
Effect on Other Benefits . . . . . . . . . . . . . . . . . . . 26
Right to Employment Not Implied . . . . . . . . . . . . . . . 26
No Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . 26
Spendthrift Provision . . . . . . . . . . . . . . . . . . . . 27
Unclaimed Funds . . . . . . . . . . . . . . . . . . . . . . . 27
Applying for Benefits . . . . . . . . . . . . . . . . . . . . 27
Official Plan Documents . . . . . . . . . . . . . . . . . . . 28
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Claims Procedure . . . . . . . . . . . . . . . . . . . . . . . 29
Your Rights Under ERISA . . . . . . . . . . . . . . . . . . . 29
ADDITIONAL INFORMATION RELATING TO THE INVESTMENT FUNDS . . . . . . 30
Investment Funds . . . . . . . . . . . . . . . . . . . . . . . 30
Purchases and Contributions of Common Stock for the
Common Stock Fund . . . . . . . . . . . . . . . . . . . . 31
Resales of Common Stock . . . . . . . . . . . . . . . . . . . 31
Results of Recent Performance of the Investment Funds . . . . 31
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . 32
LIMITATION OF LIABILITY . . . . . . . . . . . . . . . . . . . . . . 33
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . 33
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . 34
DESCRIPTION OF COMMON SHARES . . . . . . . . . . . . . . . . . . . 34
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
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.
3
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.
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
4
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
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.
5
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;
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.
6
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.
NISOURCE INC. TAX DEFERRED SAVINGS PLAN PROSPECTUS
The prospectus for the Plan includes (i) the Appendix dated
October, 2000 to the Summary Plan Description dated January, 2000,
and (ii) the Summary Plan Description dated January, 2000.
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.
APPENDIX
THIS DOCUMENT CONSTITUTES PART OF A SECTION 10(A) PROSPECTUS
COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933
NISOURCE INC. TAX DEFERRED SAVINGS PLAN
Appendix dated October, 2000
to
Summary Plan Description dated
January, 2000
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
7
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 NiSource
and the Company by the Funds. Neither NiSource nor the Company has
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 Merrill
Lynch, Group Employee Services, P.O. Box 6610, Englewood, CO 80155-
6610, telephone (800) 228-4015 (or if hearing impaired telephone (800)
637-1215).
FIDELITY RETIREMENT MONEY MARKET PORTFOLIO
------------------------------------------
The Fund has experienced annual returns, after deduction for Fund
expenses and asset based fees, of 5.43%, 5.36%, 5.04% and 4.06% for
1997, 1998, 1999 and year to date through August 31, 2000;
respectively. Additional information is included in its annual report
and product description, copies of which can be obtained from Fidelity
Group, 82 Devonshire Street, Boston, Massachusetts 02109; telephone
(800) 835-5091.
FIDELITY INTERMEDIATE BOND FUND
-------------------------------
The Fund has experienced annual returns, after deduction for Fund
expenses and asset based fees, of 7.57%, 7.32%, 0.96% and 5.07% for
1997, 1998, 1999 and year to date through August 31, 2000;
respectively. Additional information is included in its annual report
and prospectus, copies of which can be obtained from Fidelity Group,
82 Devonshire Street, Boston, Massachusetts 02109; telephone (800)
835-5091.
8
FIDELITY GROWTH & INCOME PORTFOLIO
----------------------------------
The Fund has experienced annual returns, after deduction for Fund
expenses and asset based fees, of 30.17%, 28.31%, 10.42% and 4.63% for
1997, 1998, 1999 and year to date through August 31, 2000; respec-
tively. Additional information is included in its annual report and
prospectus, copies of which can be obtained from the Fidelity Group,
82 Devonshire Street, Boston, Massachusetts 02109; telephone (800)
835-5091.
FIDELITY MAGELLAN FUND
----------------------
The Fund has experienced annual returns, after deduction for Fund
expenses and asset based fees, of 26.59%, 33.63%, 24.05% and 5.81% for
1997, 1998, 1999 and year to date through August 31, 2000;
respectively. Additional information is included in its annual report
and prospectus, copies of which can be obtained from the Fidelity
Group, 82 Devonshire Street, Boston, Massachusetts 02109; telephone
(800) 835-5091.
FIDELITY OVERSEAS FUND
----------------------
The Fund has experienced annual returns, after deduction for Fund
expenses and asset based fees, of 10.92%, 12.84%, 42.89% and -5.73%
for 1997, 1998, 1999 and year to date through August 31, 2000;
respectively. Additional information is included in its annual report
and prospectus, copies of which can be obtained from the Fidelity
Group, 82 Devonshire Street, Boston, Massachusetts 02109; telephone
(800) 835-5091.
FIDELITY SMALL CAP SECTOR
-------------------------
The Fund has experienced annual returns, after deduction for Fund
expenses and asset based fees, of 27.25%, -7.39%, 14.10% and 12.93%
for 1997, 1998, 1999 and year to date through August 31, 2000;
respectively. Additional information is included in its annual report
and prospectus, copies of which can be obtained from the Fidelity
Group, 82 Devonshire Street, Boston, Massachusetts 02109; telephone
(800) 835-5091.
FIDELITY PURITAN FUND
---------------------
The Fund has experienced annual returns, after deduction for Fund
expenses and asset based fees, of 22.35%, 16.59%, 2.86% and 4.35% for
1997, 1998, 1999 and year to date through August 31, 2000;
respectively. Additional information is included in its annual report
and prospectus, copies of which can be obtained from the Fidelity
9
Group, 82 Devonshire Street, Boston, Massachusetts 02109; telephone
(800) 835-5091.
SPARTAN U.S. EQUITY INDEX FUND
------------------------------
The Fund has experienced annual returns, after deduction for Fund
expenses and asset based fees, of 33.04%, 28.48%, 20.66% and 4.03% for
1997, 1998, 1999 and year to date through August 31, 2000;
respectively. Additional information is included in its annual report
and prospectus, copies of which can be obtained from the Fidelity
Group, 82 Devonshire Street, Boston, Massachusetts 02109; telephone
(800) 835-5091.
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%, 16.1% and 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 821,000 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.
10
NOTE: REFERENCES IN THIS DOCUMENT TO NISOURCE AND NISOURCE COMMON
SHARES NOW REFER TO THE COMPANY AND THE COMPANY'S COMMON SHARES.
NISOURCE INC. TAX DEFERRED SAVINGS PLAN
---------------------------------------
SUMMARY PLAN DESCRIPTION
-----------------------
Dated January, 2000
INTRODUCTION
Your NiSource Inc. Tax Deferred Savings Plan (401(k)) is designed to
work with your Pension Plan to provide you with retirement income.
The 401(k) Plan is a tax-deferred savings plan. That means that you
pay no income taxes on the before-tax amounts you contribute to the
Plan until you make a withdrawal from the Plan. So the 401(k) Plan is
a tax-deferred way to invest money today to shape your financial well-
being for tomorrow.
The 401(k) Plan gives you the chance to make regular contributions
directly from your paycheck before taxes are applied to your pay. The
before-tax money you contribute to the 401(k) Plan goes into an
account that is managed on your behalf by the Fidelity Investment, a
firm that specializes in investment fund management. Your before-tax
contributions will be distributed among nine different investment
funds, according to the directions you provide.
Among the investment choices you have is the NiSource Inc. Common
Stock Fund. If you choose to invest your before-tax contributions in
NiSource Inc. Common Stock, NiSource Inc. (the "Company"), will match
your before-tax contribution. This means the Company contributes $.10
for every $.90 of your before-tax amounts that you invest in the
Common Stock Fund. This feature gives you more investment power for
your dollar.
In addition to before-tax contributions, you may contribute a certain
amount of your after-tax pay to a separate 401(k) Plan account. And
you can roll over funds from any other eligible tax-qualified
retirement account into a 401(k) Plan rollover account.
This Summary Plan Description provides a detailed description of the
terms and conditions of the 401(k) Plan effective as of January
1,2000.
PLAN AT A GLANCE
This section gives you a brief description of the 401(k) Plan. Be
sure to read the more detailed sections that follow to be certain that
you understand how the Plan works.
11
You can contribute money to the 401(k) Plan in a variety of ways. You
can make contributions directly from your paycheck or you can also
roll over any money you have invested in another eligible retirement
plan.
401(k) ACCOUNTS
The main advantage of the 401(k) Plan is that you can make
contributions on a before tax basis. This means you can have money
deducted from your pay before taxes are applied, reducing your taxable
income. You do not have to pay taxes on your before-tax contribution
amount until you make a withdrawal from the 401(k) Plan.
If you invest your before-tax contributions in the NiSource Inc.
Common Stock Fund, you will have a matching contribution account into
which the Company will deposit its matching contributions. The
Company matching contribution is $.10 for every $.90 of before-tax
contributions you invest in the NiSource Inc. Common Stock Fund. The
matching contribution is also invested in the Common Stock Fund.
Separate accounts are maintained for any after-tax or rollover
contributions you may have.
401(k) INVESTMENT OPTIONS
Under the 401(k) Plan, you have nine investment fund choices for your
before-tax contributions, your after-tax contributions and your
rollover contributions. You must specify the funds in which you wish
to invest your contributions. You cannot make any contributions to
the Plan until you specify your investment choices. Your investment
choices are:
* Magellan Fund (a stock fund) * NiSource Inc. Common Stock Fund
* Intermediate Bond Fund * Overseas Fund
* Retirement Money Market Portfolio * Fidelity Puritan Fund
* Fidelity Small Cap Sector
* Spartan vs Equity Index Fund
* Growth and Income Portfolio
ELIGIBILITY AND ENROLLMENT
ONCE ENROLLED, YOU CAN RECEIVE BENEFITS UNDER THE PLAN IF YOU ARE AN
ACTIVE SALARIED OR NON-EXEMPT EMPLOYEE OF THE COMPANY OR AN AFFILIATE
THAT ADOPTS THE PLAN.
WHO IS ELIGIBLE
The provisions of the Plan apply to you if you are an active employee
of the Company or an affiliate that has adopted the Plan, on whose
behalf contributions are made under the Federal Insurance Contribution
12
Act, and are not a bargaining unit employee, on or after January 1,
2000. You become eligible on the first day of the calendar quarter
following your date of hire.
WHEN PARTICIPATION BEGINS
Once eligible, you can enroll in the 401(k) Plan at any time by
submitting a completed enrollment form to the H.R. Support Services.
Your participation will begin on the first day of the calendar quarter
(January 1, April 1, July 1, or October 1) following the date the H.R.
Support Services processes your form.
To ensure that your participation begins on the first day of the
designated calendar quarter, you should submit your enrollment form by
the 15th day of the month immediately before the first day of the
calendar quarter in which you wish to begin participation.
BREAKS IN SERVICE AND TRANSFERS TO INELIGIBLE STATUS
If you end employment after completing the eligibility requirements
and are later rehired by the Company, you are eligible to participate
in the Plan on the first day of any calendar quarter following
reemployment.
If you become ineligible because of a transfer into a bargaining unit,
your participation in the 401(k) Plan ends automatically. You
maintain rights to your account balances, as of the date of transfer,
but you may not make any additional contributions to your accounts.
You can rejoin the Plan if you return to a non-bargaining unit
position.
If you are rehired or you return to a non-bargaining unit position,
you can complete a new form and return it to the H.R. Support
Services. Though you may rejoin the 401(k) Plan at any time, your
contributions will not resume until the first day of the calendar
quarter immediately following the date your form is processed.
HOW THE 401(k) PLAN WORKS
THE 401(K) PLAN GIVES YOU AN OPPORTUNITY TO INVEST MONEY NOW TO ENSURE
SOME LEVEL OF FINANCIAL INCOME FOR YOUR RETIREMENT. YOU CAN INVEST
YOUR BEFORE-TAX, AFTER-TAX AND ROLLOVER CONTRIBUTIONS IN ANY OF NINE
INVESTMENT FUNDS WHICH MAY GROW THROUGHOUT YOUR EMPLOYMENT.
The following five-step look at the 401(k) Plan illustrates what you
need to consider in order to get the most out of the Plan and how the
Plan works for you.
1. You must determine how much you wish to contribute each pay
period. There is a minimum and a maximum amount you can
contribute on a before-tax or after-tax basis. These limits
are described in detail under the sections "Before-Tax Con-
13
tributions" and "After-Tax Contributions" on pages 5 and 6.
2. You must determine how much money to have deducted from your
paycheck before taxes are applied. This is the amount that
will be deposited in your before-tax contribution account.
3. Your taxable pay is reduced by the amount of your before-tax
contributions, which means you pay less in taxes.
4. You must examine the nine investment choices and decide
where to invest your before-tax, after-tax and rollover
contributions. If you opt to invest in the NiSource Inc.
Common Stock Fund, the Company will match your before-tax
contributions by depositing $.10 for every $.90 of before-
tax contributions you invest in the Common Stock Fund. The
Company matching contribution is also invested in NiSource
Inc. Common Stock Fund.
5. Your savings and earnings continue to be tax deferred until
you withdraw funds from your accounts. The earliest age at
which you can make withdrawals without incurring any tax
penalty is 59-1/2 although applicable income taxes will be
payable. You can access the money in your before-tax
contribution account before age 59-1/2 if you leave the
Company or have an eligible hardship as described in detail
on pages 11 and 12. However, you will have to pay any
applicable income taxes and penalties under these
circumstances. You can access your after-tax and rollover
contributions at any time as described on page 11. You may
also borrow against your account as described in detail on
pages 12 and 13.
BEFORE-TAX CONTRIBUTIONS
You may elect to have money deducted from each paycheck before taxes
are applied to your pay. The chief advantages of before-tax
contributions are that your taxable income is reduced and your
contributions earn and grow tax-free until you take withdrawals. The
following example shows the advantages of before-tax contributions.
14
AN EXAMPLE
With the Without
401(k) Plan 401(k) Plan
----------- -----------
Savings for Savings for
Retirement Retirement
Your Pay $30,000 $30,000
401(k) Plan Before-Tax Contribution -2,000 - 0
TAXABLE PAY $28,000 $30,000
FICA Tax -2,295 -2,295
Federal Income Tax -3,240 -3,540
Retirement Savings Deposit - 0 -2,000
TAKE-HOME PAY $22,465 $22,165
THIS EXAMPLE USES 1995 FEDERAL INCOME TAX RATES AND ASSUMES THAT YOU
ARE SINGLE, WITH NO DEPENDENTS. IT CONSIDERS ONLY FEDERAL INCOME
TAXES AND FICA TAXES; YOU COULD SAVE EVEN MORE IN STATE AND LOCAL
TAXES.
The maximum amount you can contribute annually as before-tax and
after-tax contributions is 20% of your compensation up to $170,000 of
compensation (which amount is adjusted periodically). You can also
elect to make before-tax contributions from (1) lump sum amounts
payable instead of vacation days in accordance with the Company's
vacation policy, and (2) unused credits under the Company's cafeteria
plan. Your maximum before-tax contribution is subject to annual
limits imposed by the Internal Revenue Code. In 2000, the annual
limit is $10,500. This amount is adjusted periodically. Your before-
tax contributions must be at least $10 per pay period.
MATCHING CONTRIBUTIONS
A special feature of the 401(k) Plan is the matching contribution
account. When you choose to invest your before-tax contributions in
the NiSource Inc. Common Stock Fund, the Company matches a portion of
your before-tax contributions.
The matching contribution is intended to encourage you to save
aggressively for your retirement. For every $.90 of your before-tax
contributions you invest in the NiSource Inc. Common Stock Fund, the
Company contributes $.10. This means you can purchase $1.00 worth of
NiSource Inc. Common Stock through the Plan for every $.90 of your
before-tax contributions to the Plan.
15
The matching amount is invested in the Common Stock Fund and must
remain in that Fund. Only new before-tax contributions invested in
the Common Stock Fund receive matching Company contributions.
Transfers from other investment funds to the Common Stock Fund and
after-tax and rollover contributions do not receive any Company
matching contributions.
AFTER-TAX CONTRIBUTIONS
You also can make after-tax contributions of up to 10% of your
compensation. Your after-tax contributions must be at least $10 per
pay period. Your after-tax contributions do not receive matching
Company contributions. One advantage of after-tax contributions is
that you may make withdrawals from your after-tax contributions
account without satisfying hardship requirements.
The sum of your before-tax contributions and after-tax contributions
may not exceed 20% of pay each pay period.
CHANGING YOUR CONTRIBUTIONS
You may increase or decrease the amount of your before-tax and after-
tax contributions as of the first day of any calendar quarter as long
as you submit written notice to the H.R. Support Services at least 15
days before the start of that calendar quarter. You may stop your
contributions as soon as practicable after you notify the H.R. Support
Services in writing.
NAMING A BENEFICIARY
You should select a person or persons to receive your Plan accounts if
you die before receiving a full distribution. To do so, you must
complete and submit a beneficiary form to the H.R. Support Services.
Any subsequent beneficiary designation will nullify a previous
designation. However, if you are married, you cannot name someone
other than your spouse as a beneficiary without the written consent of
your spouse. Such written consent must be witnessed by a notary
public. Spousal consent is not necessary if you name your spouse as
the primary beneficiary, or if you have no spouse or are abandoned by
your spouse.
If you have no beneficiary, outlive all beneficiaries, or have an
illegal or ineffective beneficiary designation, your benefit, if you
die, will be paid to the following:
- your spouse, or if none
- your descendants, per stirpes<*>, or if none
<*>Children of the deceased descendant
16
- your father and mother, in equal parts, or if none
- your brothers and sisters, in equal parts, or if none
- your estate
The Tax Deferred Savings Plan Committee that administers the Plan will
have the final word on determining the identity of any of your
beneficiaries. Any payment made to your beneficiaries releases the
Committee and the Company from all obligations under the Plan.
VESTING
You are always 100% vested in the balance of your 401(k) Plan
accounts. That means you are entitled to receive your total account
balances, after leaving the Company. You can withdraw your before-tax
contributions after age 59-1/2 or in the case of a hardship and you
can withdraw your after-tax and rollover contributions at any time.
LIMITATIONS ON CONTRIBUTIONS
All amounts contributed to your 401(k) Plan accounts annually (your
before-tax contributions, your after-tax contributions and Company
matching contributions) are limited by the Internal Revenue Code to
25% of your compensation or $30,000, whichever is less. Any reduction
in your contributions required by this limit will be taken first from
your after-tax contributions. Your before-tax contributions will then
be reduced next and, if necessary, any Company matching contributions
will be reduced. Rollover contributions are not included for purposes
of this limitation.
The Internal Revenue Code also sets limits on the amount of before-tax
and after tax contributions made annually by highly-compensated
employees, based on the amount of before-tax and after-tax
contributions made by non-highly compensated employees. There are
similar limits on Company matching contributions. If these limits are
not met, excess contributions and any interest earned on them will be
returned to highly compensated employees. You will be notified if you
are affected by these limits.
ROLLOVER CONTRIBUTIONS
If you receive a distribution from any other qualified retirement
plan, you can contribute any portion of this distribution to a 401(k)
Plan account within 60 days after you receive the distribution.
Rollover contributions do not receive matching Company contributions.
In order to make rollover contributions, you must complete and submit
a rollover contribution form available at the H.R. Support Services.
17
"TOP-HEAVY" PROVISIONS
If the current value of the account balances of certain Company owners
and executives exceeds 60 percent of the total account balances in any
plan year, the Plan is considered "top-heavy". While the Plan is not
currently top-heavy and is not expected to become top-heavy, certain
special rules will apply if it ever becomes top-heavy.
INVESTING YOUR 401(k) ACCOUNTS
Separate accounts are maintained for your before-tax, after-tax and
Company matching contributions, as well as for any rollover
contributions you make. You can invest your contributions, other than
the Company matching contribution, in one or more of the following
funds:
* Magellan Fund (a stock fund) * NiSource Inc. Common Stock Fund
* Intermediate Bond Fund * Overseas Fund
* Growth and Income Portfolio * Fidelity Puritan Fund
* Retirement Money Market Portfolio
* Fidelity Small Cap Sector
* Spartan Vs Equity Index Fund
You can invest all of your contributions into one fund or invest them
among any combination of the nine investment funds.
If you invest your before-tax contribution in the NiSource Inc. Common
Stock Fund, the Company contributes a matching contribution of $.10
for every $.90 of your before-tax contribution you invest in the
Common Stock Fund. Matching contributions are invested in the Common
Stock Fund.
Contributions invested in the NiSource Inc. Common Stock Fund will be
used to purchase NiSource Inc. Common Stock on the open market.
Contributions to the other investment funds will be invested in mutual
funds managed by the Fidelity Group.
The Committee reserves the right to change, at any time, the
investment funds available under the 401(k) Plan.
CHANGING YOUR INVESTMENTS
Allowing you to change your investments gives you the flexibility to
adjust your investment strategy to match changes in your circumstances
or your long-term financial outlook. At any time, you can reallocate
your existing investment fund balances in an amount that is at least
$250, or the balance of your account from which the transfer is made,
whichever is less, by calling Fidelity at 1-800-835-5091. Most
changes will be made on the next business day. However, transfers
into or out of the NiSource Inc. Common Stock Fund are effective on
the first business day of the next calendar quarter, provided Fidelity
18
is notified on any business day between the 16th and the last day of
the month preceding the start of a quarter. Fidelity will stop taking
calls at 4:00 p.m. eastern time on the last business day in this
period.
Changes in the investment of new contributions are made by notifying
Fidelity as follows:
1. Changes made during the first 15 days of any calendar month
are effective on the trading date occurring on or next
following the 27th day of that month; and
2. Changes made on or after the 16th day of any calendar month
are effective on the trading date occurring on or next
following the 6th day of the next month.
You cannot transfer any Company matching contributions to another
fund. Matching contributions must remain invested in the NiSource
Inc. Common Stock Fund.
STATEMENT OF ACCOUNT
Your accounts will be adjusted automatically on a daily basis. You
will receive a quarterly summary of your accounts so you can keep
track of your investment funds. The summary provides a complete
report of your 401(k) Plan account activity during the quarter
including:
* sources and amounts of account deposits
* amounts of account withdrawals and loans
* earnings and fluctuation in market values on all accounts
* final balance of all accounts as of the end of the calendar
* quarter (March 31, June 30, September 30, December 31)
WITHDRAWALS AND LOANS WHILE YOU ARE EMPLOYED
WITHDRAWALS
AFTER-TAX ACCOUNT AND ROLLOVER ACCOUNT
The minimum withdrawal from your after-tax contribution account or
your rollover account is the lesser of $1,000 or your entire after-tax
contribution account or rollover account balance. You can make a
request to withdraw money from your after-tax account or your rollover
account at any time. The money will be withdrawn from your account at
the end of the calendar month in which you make your request. You may
make only one withdrawal in any 12-month period.
19
BEFORE-TAX ACCOUNT
Because your before-tax contribution account is intended as a means
for you to save for retirement, and you receive a tax break for
contributing to that account, there are many restrictions on making a
withdrawal from that account. You can withdraw money from your
before-tax contribution account any time after you reach age 59-1/2.
Distributions must be made before April 1 of the year following the
year in which you reach age 70-1/2, provided that starting in 1997 you
will not be required to withdraw your funds until you cease active
employment unless you are a 5% owner of the Company or an affiliate.
If you leave the Company, you can access the money in your before-tax
contribution account, subject to any applicable taxes and penalties.
Also, the Internal Revenue Code allows withdrawals from before-tax
contributions before age 59-1/2 in the event of a financial hardship.
You can withdraw only enough money to cover the expense of your
financial hardship.
Financial hardship is defined by the Internal Revenue Code as an
immediate and substantial financial need. The following situations
automatically qualify as legitimate needs:
* Medical expenses for you, your spouse or your dependents;
* Purchase of your principal residence (but not regular
mortgage payments or home improvements);
* Tuition and related educational fees for the next 12 months
of post-secondary education for you, your spouse or your
dependents;
* Preventing foreclosure on or eviction from your principal
residence, and
* Amounts necessary to pay any federal, state or local income
tax or penalties reasonably anticipated to result from the
distribution.
A distribution that is not for one of the specified reasons set forth
in the preceding paragraph will be deemed due to a financial hardship
if the Committee reasonably determines, based on written
representations and evidence received from you, that the distribution
is for a financial hardship, that the hardship cannot be met from
other available resources of you, your spouse or children, and that
the amount requested does not exceed the amount needed to meet the
financial hardship.
You must withdraw your entire after-tax contribution account before
you can make a withdrawal from your before-tax contribution account.
You must also borrow the full amount available to you under the Plan
as a loan, providing such loan does not create an additional hardship,
before making any hardship withdrawal. You cannot withdraw any
20
earnings on your before-tax contributions or any Company matching
contributions or earnings on those contributions.
Hardship withdrawals may not be made more frequently than once a year,
except for tuition payments.
Any hardship withdrawals you make will be treated as a taxable
distribution. You must also pay a 10% excise tax for early withdrawal
if you are under 59-1/2 and the distribution is not for medical
reasons.
IMPORTANT NOTE: You cannot make any contributions to this or any
other Company plan, excluding health and welfare plans, during the 12-
month period beginning with the date you receive your hardship
distribution.
LOANS
The Plan also permits you to borrow against the value of your before-
tax contribution and rollover contribution accounts. While taking a
loan can meet important short-term needs, the biggest advantage of
this feature is that you actually repay the loan and all interest to
your accounts while you replenish your retirement savings.
You can apply for a loan by filing a written application form with the
Committee. You must be in the Plan at least one year to qualify for a
loan. The loan application must be submitted by the first day of the
month in order for the loan to become effective the following month.
The maximum amount you can borrow is the smaller of 50% of your total
account balance (other than your after-tax contribution account), or
$50,000 reduced by the excess of (a) the highest outstanding balance
during the one year period ending immediately preceding the date of
the loan over (b) the outstanding balance on the date of the loan.
The minimum loan amount is $1,000. Loans can be granted only once
during any 12-month period, and you can have only one loan outstanding
at any time.
The Committee will establish the interest rate for all loans. This
interest rate will be consistent with rates charged by lending
institutions for loans made under similar situations and will apply
for the entire term of the loan.
Account Balance Maximum Amount of Loan
--------------- ----------------------
Under $2,000 Loan not available
$2,000 - $100,000 50% of your account balance
Over $100,000 $50,000 (Subject to above limitation)
The term of the loan depends upon its purpose. If your loan is used
for the purchase of your principal residence, you may repay the loan
over a period of up to 30 years. For all other loans, the repayment
21
period is limited to a maximum of five years.
You repay all loans in equal installments through automatic after-tax
payroll deductions. However, you can repay the loan in full at any
time. Also, if your accounts become payable because of your
retirement, disability, death or other termination of employment, your
loan becomes due and payable in full and any unpaid balance is treated
as a taxable distribution.
Your loan will be considered in default if you make no payments for
three consecutive months. If you do not repay the loan, the unpaid
balance is treated as a taxable distribution.
As you repay the loan, the interest and principal payments are
transferred from your loan account under the Plan to your other Plan
accounts and reinvested according to your current investment choices.
You may continue to make before-tax and after-tax contributions to
your accounts while your loan is outstanding.
RECEIVING YOUR BENEFITS
Active participation in your 401(k) Plan accounts ends immediately
under any of the following circumstances:
* you end Company employment;
* you die; or
* you become disabled
BENEFIT DISTRIBUTION
If you terminate employment, or become disabled, you can receive your
account balances in a lump sum shortly after that event, or, if your
total account balance exceeds $5,000, you can elect to defer
distribution to a later date. In the event of your death, your
beneficiary will receive a lump sum distribution of your account
balances.
Benefits will normally be paid to you in a lump sum as soon as
practicable following the later of the date your application for
benefits is submitted to the Company or the date of your termination
or disability. However, you must receive distribution of your
benefits within 120 days after you reach age 65 or terminate
employment, whichever is later. If you are still actively employed at
age 70-1/2, benefits will be paid by April 1 of the calendar year
following the calendar year in which you reach age 70-1/2, provided
that starting in 1997 you will not be required to receive a
distribution until you cease active employment unless you are a 5%
owner of the Company or an affiliate.
22
If your total account balance is $5,000 or less, a distribution will
be made in one lump sum to you or your beneficiary within the period
described in the preceding paragraph. At that point, you will no
longer be a participant in the Plan. If your total account balance is
greater than $5,000, you can elect to defer receiving your
distribution until a date that cannot be later than the date you reach
age 65 or die. If you defer a distribution you can request a
subsequent distribution at any later date.
All distributions are paid to you or your beneficiary in cash, unless
you elect to receive shares of NiSource Inc. Common Stock based on the
whole numbers of shares allocated to the NiSource Inc. Common Stock
Fund for your account.
FEDERAL TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN
The Plan is operated as a qualified plan under Sections 401(a) and
401(k) of the Internal Revenue Code. As a result, the amount of your
pay which you elect to defer under the Plan through before-tax
contributions, the matching contributions made by the Company and any
earnings on, or appreciation of, your Account balance are not subject
to Federal income taxes until such amounts are withdrawn or
distributed to you or your beneficiary. The amount of your before-tax
contributions will, however, be included in your income in the year in
which such amounts are earned for purposes of Social Security taxes.
Distributions and withdrawals generally become taxable in the year in
which you receive them. Distributions and withdrawals of after-tax
contributions, however, are not subject to federal income tax, since
such contributions were made from your pay on an after-tax basis.
A distribution or withdrawal may be rolled over to a qualified
retirement plan of another employer or to an individual retirement
account or individual retirement annuity ("IRA") if the distribution
is an "eligible rollover distribution" as defined in the Internal
Revenue Code. In such event, the amount rolled over and earnings
thereon are not subject to income tax until subsequently distributed
to you or your Beneficiary. Any amount of an "eligible rollover
distribution" that is not rolled over may be subject to a mandatory
20% withholding requirement (see "Income Tax Withholding" below).
If a lump sum distribution includes shares of Common Stock, the
excess, if any, of the fair market value of such Common Stock over the
cost of the Common Stock to the Trustee is not subject to federal
income tax at the time of distribution but generally will be subject
to federal income tax when such Common Stock is subsequently sold. To
the extent provided by the Internal Revenue Code, you may elect not to
defer the tax on net unrealized appreciation in Common Stock until the
year of disposition of such Common Stock, thus subjecting the entire
distribution to federal income tax at the time of distribution.
23
An additional 10% excise tax will be imposed on any distribution or
withdrawal received by you before you reach age 59-1/2 unless such
distribution or withdrawal is (i) rolled over to another qualified
plan or an IRA, (ii) made to a beneficiary after your death, (iii)
made on account of your retirement due to disability (as defined in
the Plan), (iv) made after separation from service after attainment of
age 55, (v) made to you for payment of medical expenses that could be
deducted on your tax return or (vi) made to an alternate payee
pursuant to a qualified domestic relations order.
The Internal Revenue Code also imposes a 15% excise tax on the portion
of a lump sum distribution (i.e., a payment within one year of your
entire balance) that exceeds a dollar limitation in a calendar year.
Distributions from all tax-qualified plans and IRAs received in the
same calendar year will be aggregated in calculating this tax. The
15% excise tax applies irrespective of your age at the time of
distribution, but it does not apply to an excess distribution that is
(i) rolled over into another qualified retirement plan or an IRA, (ii)
made to an alternate payee under a qualified domestic relations order
or (iii) made on account of your death (although an additional estate
tax attributable to the excess distribution is due in the event of
death). Notwithstanding the foregoing, the 15% excise tax will not
apply to lump sum distributions received on or after January 1, 1997
and prior to January 1, 2000, however, the additional estate tax will
continue to apply during those years.
Amounts that are included in taxable income may qualify for 5-year
forward averaging tax treatment if you receive the amount in a lump
sum distribution prior to January 1, 2000 but after you reach age 59-
112 and you actively participated in the Plan for at least five years
prior to the year in which the lump sum is distributed to you. Under
a transitional rule, if you reached age 50 before January 1, 1986, you
may make one election, without regard to the age 59-1/2 requirement,
to use either 5-year forward averaging (using current tax rates) or
10-year forward averaging (using the 1986 tax rates) with respect to
the lump sum distribution, if otherwise eligible. Five year forward
averaging will not be available for distributions received on or after
January 1, 2000.
Before-tax and matching contributions made to the Plan by the Company
on your behalf are deductible by the Company in the year in which the
contributions are made.
Prior to receiving a distribution of any amounts from the Plan, you
will receive a statement from the Trustee to assist in determining
your tax liability. The rules governing the Federal income taxation
of a distribution are complex and are subject to change. Accordingly,
you should seek the advice of a personal tax advisor in connection
with a distribution.
24
INCOME TAX WITHHOLDING
Most Plan distributions and withdrawals are subject to mandatory
federal income tax withholding. The Trustee is required to withhold
20% of any "eligible rollover distribution", unless you elect to have
the Trustee make a direct rollover of such distribution into another
employer's qualified retirement plan that accepts rollovers or to an
individual retirement account or an individual retirement annuity. A
distribution or withdrawal is not an "eligible rollover distribution",
and thus may not be rolled over, if it is (i) a series of
substantially equal periodic installments over more than ten years, or
over your life expectancy or the joint life expectancies of you and
your beneficiary, (ii) a distribution of after-tax contributions,
(iii) a required distribution due to attaining age 70-1/2 or (iv) a
distribution made to a non-spousal beneficiary. If you request a
distribution from the Common Stock Fund in the form of stock rather
than cash, the portion of your Account in the Common Stock Fund will
not be liquidated to pay the withholding tax; however, the applicable
taxes will be withheld from any cash portion of the distribution.
A distribution or withdrawal that is not an "eligible rollover
distribution" is subject to voluntary federal income tax withholding,
which means that you can request that no withholding tax be deducted
from your distribution.
OTHER THINGS YOU SHOULD KNOW
PLAN SPONSOR
The Plan sponsor is:
NiSource Inc.
5265 Hohman Avenue
Hammond, Indiana 46320
219/853-5200
PLAN ADMINISTRATION
The Plan is administered by the Tax Deferred Savings Plan Committee
appointed by the Board of Directors of the Company. The Committee
interprets the Plan, selects investment advisors, authorizes benefit
payments, considers any claims for benefits, resolves questions, and
makes rules to assure the Plan is fair to all. The decisions of the
Committee are final and binding on all parties.
The Committee serves as the Plan Administrator under the Employee
Retirement Income Security Act ("ERISA") and is responsible for
maintaining records, filing reports, and distributing required
information to Plan participants and beneficiaries.
25
Administrative expenses of the Plan, including fees of the Trustee,
counsel, accountants, or other experts appointed under the Plan, will
be paid out of the Trust to the extent not paid by the Company.
Communications to the Committee should be addressed to: NiSource Inc.,
5265 Hohman Avenue, Hammond, Indiana 46320 (Tel: 219/853-5200). The
Plan and its records are kept on a calendar year basis. The agent for
service of legal process is the Committee. Service of legal process
may also be made on the Trustee for the Plan.
PLAN NUMBER
The Plan number is 002.
The employer identification number of the Company is 35-1719974.
MAXIMUM CONTRIBUTIONS
By federal law, certain annual limits apply to employee contributions
under the Plan alone, and under the Plan together with any other tax-
qualified retirement plans maintained by the Company. These maximums
will be explained by the Committee to any affected employee.
EFFECT ON OTHER BENEFITS
Pension benefits are not affected by your participation in the Plan.
They will be based on the amount of your pay before any reduction of
pay for before-tax contributions. Regular Social Security taxes, and
wage credits for Social Security benefit purposes, apply to your
before-tax and after-tax contributions.
RIGHT TO EMPLOYMENT NOT IMPLIED
Participation in the Plan does not create a right to be retained in
the employ of the Company or any affiliate or interfere with the right
of the Company or an affiliate to discharge a participant. It does
not give the Company or an affiliate the right to require any
participant to remain in its employ; nor does it interfere with a
participant's right to terminate employment at any time.
NO GUARANTEE
None of the Trustee, the Committee or the Company in any way
guarantees the Plan and Trust from loss. Nor do they guarantee the
payment of any benefits which may become due to any person from the
Plan and Trust. Nothing in the Plan or Trust will be deemed to give
any participant, former participant or beneficiary an interest in any
specific part of the Plan and Trust or any other interest except the
right to receive benefits out of the Plan and Trust in accordance with
the provisions of the Plan and Trust.
26
SPENDTHRIFT PROVISION
Generally your interest in the Plan is not subject to sale, transfer,
assignment, pledge, garnishment or other encumbrance by you, nor may
your interest or right to receive distributions be taken voluntarily
or involuntarily for the satisfaction of debts or other obligations or
claims against you. However, as required by federal law, your
accounts shall be subject to and payable in accordance with the
applicable requirements of any "qualified domestic relations orders"
issued by a court in connection with a divorce, marital or child
support proceeding in which you are involved. In the event that such
an order is received by the Committee, it shall direct the Trustee to
make payment from your Plan accounts in accordance with that order.
These payments can be made even if you are still employed. Such
payments will be made subject to reasonable rules and regulations
issued by the Committee regarding the time of payment pursuant to the
order and the valuation of your accounts from which the payment is to
be made. Your account balances will be reduced by the amount of any
payment made pursuant to a qualified domestic relations order.
If you borrow money from the Plan, the Trustee and the Committee will
have all rights to collect upon this indebtedness as are granted
pursuant to the provisions of the Plan and any agreements or documents
that you execute in connection with the loan.
UNCLAIMED FUNDS
You must keep the Committee informed of your current address and the
current addresses of your beneficiary or beneficiaries. None of the
Company, the Committee or the Trustee shall be obligated to search for
the whereabouts of any person. If your location is not made known to
the Committee within three years after the date on which your accounts
may first be distributed, distribution will be made as though you had
died at the end of the three-year period. If within one more year
after this three-year period has elapsed, or within three years after
your actual death, the Committee is unable to locate any individual
who would have received a distribution with respect to you under the
Plan, the balance in your accounts under the Plan shall be deemed a
forfeiture and used to reduce the Company matching contributions for
the next plan year. Should you or your beneficiary later make a valid
claim for any amount that has been forfeited, the benefits that have
been forfeited shall be reinstated.
APPLYING FOR BENEFITS
To receive your benefits under the Plan, you must apply in writing on
forms provided by the H.R. Support Services for that purpose. It is
the responsibility of the person eligible for benefits to furnish the
Committee with any information needed, including a current mailing
address for benefit payments or correspondence.
27
OFFICIAL PLAN DOCUMENTS
This Summary Plan Description contains the highlights of the NiSource
Inc. Tax Deferred Savings Plan. All of your rights and benefits are
described in the official Plan and Trust documents, which are
controlling.
The Plan is intended to be permanent, but NiSource Inc. reserves the
right to amend or terminate the Plan. If the Plan is ever terminated,
the full value of all accounts will be payable to participants
pursuant to the terms of the Plan.
The Plan is classified as a defined contribution plan. Therefore, it
is not insured by the Pension Benefit Guaranty Corporation which only
applies to pension plans classified as defined benefit plans under
ERISA. The Plan is audited each year by an independent accounting
firm.
TRUSTEE
The Trustee of the Plan is the Fidelity Management Trust Company, 82
Devonshire Street, Boston, Massachusetts 02109 (Tel: (617)570-7000)
CLAIMS PROCEDURE
If a claim for benefits by you or your beneficiary under the Plan is
denied, either in whole or in part, the Committee will let the
claimant know in writing within 90 days. If the claimant does not
hear within 90 days, the claimant may treat the claim as if it had
been denied. A notice of a denial of a claim will refer to a specific
reason or reasons for the denial; will have specific references to the
Plan provisions upon which the denial is based; will describe any
additional material or information necessary for the claimant to
perfect the claim and will explain why such material or information is
necessary; and will have an explanation of the Plan's review
procedure.
The claimant will have 60 days after the date of the denial to ask for
a review and a hearing. The claimant must file a written request with
the Committee for a review. During this time the claimant may review
pertinent documents and may submit issues and comments in writing.
The Committee will have the discretion to decide whether a hearing is
necessary. The Committee will have another 60 days in which to
consider the claimant's request for review. If special circumstances
require an extension of time for processing, the Committee will have
an additional 60 days to answer the claimant. The claimant will
receive a written notice if the extra days are needed. The claimant
may submit in writing any document, issues and comments he may wish.
The decision of the Committee will tell the claimant the specific
reasons for its actions, and refer the claimant to the specific Plan
provisions upon which its decision is based.
28
YOUR RIGHTS UNDER ERISA
The Plan is subject to Title I of ERISA and thus is governed by the
reporting, disclosure, participation, vesting and fiduciary
responsibility rules of ERISA. It is also subject to the amendments
of the Code set forth in Title II of ERISA and the provisions of Title
Ill regarding jurisdiction, administration and enforcement.
As a participant in the Plan, you are entitled to certain rights and
protection under ERISA. ERISA provides that all Plan participants
shall be entitled to:
(i) Examine, without charge, at the Committee's office all Plan
documents, including insurance contracts, collective bargaining
agreements and copies of all documents filed by the Plan with
the United States Department of Labor, such as detailed annual
reports and Plan descriptions.
(ii) Obtain copies of all Plan documents and other Plan information
upon written request to the Committee. The Committee may make a
reasonable charge for the copies.
(iii) Receive a summary of the Plan's annual financial report. The
Committee is required by law to furnish each participant with a
copy of the summary annual report.
(iv) Obtain a statement telling you whether you have a right to
receive a benefit at normal retirement age (age 65) and, if so,
what your benefits would be at normal retirement age if you stop
working under the Plan now. If you do not have a right to a
benefit, the statement will tell you how many more years you
have to work to get a benefit. This statement must be requested
in writing and is not required to be given more than once a
year. The Committee must provide the statement free of charge.
In addition to creating rights for Plan participants, ERISA imposes
duties upon the people who are responsible for the operation of the
Plan. The people who operate the Plan, called "fiduciaries'" of the
Plan, have a duty to do so prudently and in the interest of you and
other Plan participants and Beneficiaries. No one, including your
employer or any other person, may fire you or otherwise discriminate
against you in any way to prevent you from obtaining a benefit or
exercising your rights under ERISA. If your claim for a benefit is
denied in whole or in part, you must receive a written explanation of
the reason for the denial. You have the right to have the Committee
review and reconsider your claim. Under ERISA there are steps you can
take to enforce the above rights. For instance, if you request
materials from the Committee and do not receive them within 30 days,
you may file suit in a federal court. In such a case the court may
require the Committee to provide the materials and pay you up to $100
a day until you receive the materials, unless the materials were not
sent because of reasons beyond the control of the Committee. If you
have a claim for benefits which is denied or ignored, in whole or in
part, you may file suit in a state or federal court. If it should
happen that the Plan fiduciaries misuse the Plan"s money, or if you
29
are discriminated against for asserting your rights, you may seek
assistance from the United States Department of Labor, or you may file
suit in federal court. The court will decide who should pay the court
costs and legal fees. If you are successful, the court may order the
person you have sued to pay these costs and fees. If you lose, the
court may order you to pay these costs and fees, for example, if it
finds your claim to be frivolous.
If you have any questions about the Plan, you should contact the
Committee. If you have any questions about this statement or about
your rights under ERISA, you should contact the nearest area office of
the United States Labor-Management Services Administration, Department
of Labor.
ADDITIONAL INFORMATION RELATING TO THE INVESTMENT FUNDS
INVESTMENT FUNDS
The value of Accounts invested in an Investment Fund other than the
Common Stock Fund will be net of any investment manager fees that may
be charged with respect to that particular Fund. The prospectus for
each Fund describes the fees and expenses associated with investing in
that Fund. You will not be charged any fees or expenses with respect
to investments in the Common Stock Fund.
You may upon request obtain additional information about each
Investment Fund (e.g., each Fund's operating expenses, the prospectus
and financial statements of each Fund and a list of assets comprising
each Fund). If you need additional information regarding the
investment alternatives, or if you have any questions about your ERISA
rights, you may contact: Human Resource Support Services Department,
NiSource Inc. 5265 Hohman Avenue, Hammond, Indiana 46320.
Equity securities in these Investment Funds, except for the Common
Stock Fund, will be voted by the Trustee. If you have invested in the
Common Stock Fund, you are entitled to exercise any voting or tender
rights attributable to your participation in this Fund. In this
regard, prior to any shareholders meeting at which the Common Stock is
entitled to be voted, or if there is a tender offer made for the
Common Stock, you will receive information from the Trustee with
instructions how to exercise your voting or tender rights. If you do
not exercise your voting rights, the Trustee will not vote the shares
representing your portion of this Fund. If you do not exercise your
tender rights, the shares representing your portion of this Fund will
not be tendered. If you exercise your tender rights, the proceeds
obtained when your shares of Common Stock are sold will be invested in
the Investment Funds, other than the Common Stock Fund, in the same
proportions as are set forth in an investment election made by you.
Pending receipt of an investment election, the proceeds will be
invested in the Fidelity Cash Reserves.
30
The Plan is intended to be a participant directed individual account
plan as described in Section 404(c) of ERISA and the regulations found
in 29 C.F.R. Section 2550.404c-1. Accordingly, fiduciaries of the
Plan may be relieved of liability for any losses which are the direct
and necessary result of investment instructions given by a participant
or beneficiary.
PURCHASES AND CONTRIBUTIONS OF COMMON STOCK FOR THE COMMON STOCK FUND
The Common Stock is listed on the New York Stock Exchange. Purchases
of shares of the Common Stock will normally be made as soon as
practicable after the receipt by the Trustee of Company or Participant
contributions which are to be invested in the Common Stock Fund.
Purchases or sales of Common Stock will also normally be made as soon
as practicable after the receipt of an election by a participant to
transfer amounts to or from the Common Stock Fund. Each such purchase
or sale will be made at the market price for Common Stock on the New
York Stock Exchange at the time of such purchase or sale.
RESALES OF COMMON STOCK
There are generally no restrictions on the resale of Common Stock
purchased for or contributed to the Common Stock Fund under the Plan
unless such shares have been distributed to an employee who is deemed
to be an "affiliate" of the Company at the time such employee resells
such shares. An "affiliate" generally includes any control person or
person who, directly or indirectly, has the power to direct or cause
the direction of the management and policies of the Company, including
any director, 10% shareholder of the Company, or officer of the
Company who performs a policy-making function for the Company. An
"affiliate" of the Company may resell Common Stock only pursuant to a
registration statement or in accordance with Rule 144 or another
available exemption under the Securities Act of 1933, as amended.
In order to comply with Rule 144, a person is required, among other
things, to sell his or her shares of Common Stock on the open market
in brokers" transactions or in transactions with market makers. The
number of shares sold within any three-month period also cannot exceed
the greater of 1% of the then outstanding shares of Common Stock or
the average weekly trading volume in Common Stock on all exchanges
during the four calendar weeks preceding such sale. Adequate current
public information concerning the Company must also be available at
the time of such sale.
RESULTS OF RECENT PERFORMANCE OF THE INVESTMENT FUNDS
The following table sets forth certain information about the relative
historical performance of each of the currently available Investment
Funds (other than the Common Stock Fund) in which amounts credited to
your Account may be invested. The information is taken from the
prospectuses relating to such funds. Participants are advised that
31
past performance is not necessarily indicative of the future
performance of these funds.
TOTAL RETURN PERFORMANCE BASED ON NET ASSET VALUE
(NET OF ALL FEES AND EXPENSES) WITH ALL DISTRIBUTIONS
NAME OF FUND 1998 1997 1996 1995
------------ ---- ---- ---- ----
Fidelity Retirement Money Market
Portfolio 5.36% 5.43% 5.31% 5.79%
Fidelity Intermediate Bond Fund 7.32% 7.57% 3.65% 12.81%
Fidelity Growth & Income Portfolio 28.31% 30.17% 20.02% 35.38%
Fidelity Magellan Fund 33.63% 26.59% 11.69% 36.82%
Fidelity Overseas Fund 12.84% 10.92% 13.10% 9.06%
Fidelity Small Cap Sector -7.39% 27.25% 13.63% 26.63%
Fidelity Puritan Fund 16.59% 22.35% 15.15% 21.46%
Spartan U.S. Equity Index Fund 28.48% 33.04% 22.73% 37.18%
The following table provides information concerning the
performance of the Common Stock in the preceding three fiscal years.
Participants are advised that past performance is not necessarily
indicative of the future performance of the Common Stock.
NISOURCE INC.
COMMON STOCK PERFORMANCE*
AS OF STOCK PRICE RETURN
----- ---------- ------
12/31/94 $14.875 14.6%
12/31/95 $19.125 15.5%
12/31/96 $19.813 15.9%
12/31/97 $24.719 16.1%
12/31/98 $30.437 16.1%
*Performance return information includes dividends paid on the Common
Stock during the fiscal year.
AVAILABLE INFORMATION
The Company has filed a Registration Statement on Form S-8 (the
"Registration Statement") with the Securities and Exchange Commission
(the "Commission") covering up to 250,000 of the Common Stock,
together with the associated preferred share purchase rights, to be
offered and sold under the Plan. The following documents, which have
32
been previously filed by the Company or the Plan, are incorporated by
reference in the Registration Statement and this Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998;
(b) The Company's Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 1998, June 30, 1998 and
September 30, 1998; and
(c) The description of the Common Stock contained in the
Company's Registration Statement on Form 8-B, filed with the
Commission on November 25, 1987.
All documents subsequently filed by the Company and/or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered by the
Registration Statement have been sold or which deregisters all
securities then remaining unsold, shall also be deemed incorporated by
reference in the Registration Statement and this Prospectus and to be
a part thereof from the date of filing of such documents.
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 or this Prospectus, 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. Requests for copies of such
documents should be directed to Shareholder Services, NiSource Inc.,
5265 Hohman Avenue, Hammond, Indiana 46320 (Telephone: 1-800-348-
6466).
LIMITATION OF LIABILITY
Neither the Company, NiSource, Columbia, nor any of their agents
(including NiSource or Columbia 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.
33
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.
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.
34
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
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
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
35
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.
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
36
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)
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,
37
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.
38
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.
Signature Title Date
--------- ----- ----
/s/ Gary L. Neale Chairman, President and October 27, 2000
----------------------- Chief Executive Officer
Gary L. Neale (Principal Executive
Officer)
/s/ Stephen P. Adik Vice President and October 27, 2000
----------------------- Director (Principal
Stephen P. Adik Financial and
Accounting Officer)
39
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.
Signature Title Date
--------- ----- ----
/s/ Gary L. Neale Chairman, President October 27, 2000
----------------------- and Chief Executive
Gary L. Neale Officer (Principal
Executive Officer)
/s/ Stephen P. Adik Senior Executive October 27, 2000
----------------------- Vice President, Chief
Stephen P. Adik Financial Officer and
Treasurer (Principal
Accounting Officer)
/s/ Steven C. Beering* Director October 27, 2000
-------------------------
Steven C. Beering
40
/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
/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
41
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 NiSource Inc. Tax Deferred Savings Plan.
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.
42
