<PAGE> 1
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
NISOURCE FINANCE CORP. NISOURCE INC.
(Exact name of registrant as (Exact name of registrant as
specified in its charter) specified in its charter)
INDIANA DELAWARE
(State or other jurisdiction (State or other jurisdiction
of incorporation or organization) of incorporation or organization)
35-2105468 35-2108964
(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 office)
------------------------
FRANCIS P. GIROT, JR.
NISOURCE INC.
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)
------------------------
COPY TO:
ROBERT J. MINKUS
DAVID McCARTHY
SCHIFF HARDIN & WAITE
6600 SEARS TOWER
CHICAGO, ILLINOIS 60606
(312) 258-5500
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this registration statement as determined by
market and other conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, 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, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
MAXIMUM AMOUNT OF
AGGREGATE REGISTRATION FEE
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED OFFERING PRICE (1) (2) (3)
<S> <C> <C>
Common Stock of NiSource Inc., $0.01 par value per share, and related (9)
Preferred Stock Purchase Rights (4)......................................
Preferred Stock of NiSource Inc., $0.01 par value per share (5).......... (9)
Debt Securities of NiSource Finance Corp. (6) (9)
Guarantees of NiSource Inc. with respect to Debt Securities (7) (8)...... (9)
TOTAL $2,500,000,000 (10) $660,000
</TABLE>
(1) The proposed maximum aggregate offering price per class of security
will be determined from time to time by the relevant registrants in
connection with the issuance by such registrants of the securities
hereunder.
(2) With respect to Debt Securities, excluding accrued interest and accrued
amortization of discount, if any, to the date of delivery.
(3) The registration fee has been calculated in accordance with Rule 457(o)
under the Securities Act.
(4) Shares of Common Stock may be issued in primary offerings and upon
conversion of Debt Securities and/or Preferred Stock registered hereby.
The aggregate amount of Common Stock registered hereby that may be sold
in at-the-market offerings is limited to that which is permissible
under Rule 415(a)(4) under the Securities Act.
(5) Shares of Preferred Stock may be issued in primary offerings and upon
conversion of Debt Securities registered hereby.
(6) If any Debt Securities are being issued at an original issue discount,
then the offering shall be in such greater principal amount as shall
result in an approximate initial offering price not to exceed
$2,500,000,000, less the amount of any securities previously issued
pursuant to this registration statement.
(7) The obligations of NiSource Finance Corp. under Debt Securities
registered hereunder will be fully and unconditionally guaranteed by
NiSource, Inc. as described more fully in the registration statement.
(8) No separate consideration will be received for the guarantee of
NiSource Inc.
(9) Not required to be included in accordance with General Instruction
II.D. of Form S-3.
(10) Except as permitted by Rule 429 under the Securities Act, in no event
will the aggregate maximum offering price of all securities issued from
time to time pursuant to this registration statement exceed
$2,500,000,000 or the equivalent thereof in one or more foreign
currencies, foreign currency units or composite currencies. The
securities registered hereunder may be sold separately or with other
securities registered hereunder.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE> 3
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 IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED NOVEMBER 3, 2000
PROSPECTUS
[NISOURCE LOGO]
$2,500,000,000
NISOURCE INC.
COMMON STOCK
PREFERRED STOCK
GUARANTEES OF DEBT SECURITIES
NISOURCE FINANCE CORP.
DEBT SECURITIES
GUARANTEED AS SET FORTH IN THIS PROSPECTUS BY NISOURCE INC.
-------------------
NiSource Inc. may offer, from time to time, in amounts, at prices and on terms
that it will determine at the time of offering, any or all of the following:
- shares of common stock, including preferred stock purchase rights;
- shares of preferred stock, in one or more series.
NiSource Finance Corp., a wholly owned subsidiary of NiSource, may offer from
time to time in amounts, at prices and on terms to be determined at the time of
the offering, one or more series of its debt securities. NiSource will fully and
unconditionally guarantee the obligations of NiSource Finance under any debt
securities issued under this prospectus or any prospectus supplement.
We will provide specific terms of these securities, including their offering
prices, in prospectus supplements to this prospectus. The supplements may also
add, update or change information contained in this prospectus. You should read
this prospectus and any prospectus supplement carefully before you invest.
We may offer these securities to or through underwriters, through dealers or
agents, directly to you or through a combination of these methods. You can find
additional information about our plan of distribution for the securities under
the heading "Plan of Distribution" beginning on page of this prospectus. We
will also describe the plan of distribution for any particular offering of these
securities in the applicable prospectus supplement. This prospectus may not be
used to sell our securities unless it is accompanied by a prospectus supplement.
-------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is , 2000.
<PAGE> 4
TABLE OF CONTENTS
Page
----
About This Prospectus.....................................................1
Where You Can Find More Information.......................................1
Forward-looking Statements................................................3
NiSource Inc..............................................................4
NiSource Finance Corp.....................................................4
Use of Proceeds...........................................................4
Ratios of Earnings to Fixed Charges.......................................4
Description of Capital Stock..............................................5
Description of the Debt Securities........................................8
Description of the Guaranty..............................................
Plan of Distribution.....................................................19
Legal Opinions...........................................................21
Experts ................................................................21
<PAGE> 5
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed
with the Securities and Exchange Commission, or SEC, utilizing a "shelf"
registration or continuous offering process. Under this process, NiSource may
offer shares of its common stock or preferred stock, and NiSource Finance may
offer various series of its debt securities guaranteed by NiSource, from time to
time using this prospectus and related prospectus supplements. These securities
may be offered up to a total amount of $2.5 billion.
This prospectus provides you with a general description of the common
stock, preferred stock, debt securities and guarantees we may offer. Each time
we offer securities, we will provide a prospectus supplement that will contain
specific information about the terms of that offering. That prospectus
supplement may include a description of any risk factors or other special
considerations applicable to those securities. The prospectus supplement may
also add, update or change information contained in this prospectus. If there is
any inconsistency between the information in the prospectus and the prospectus
supplement, you should rely on the information in the prospectus supplement. You
should read both this prospectus and the applicable prospectus supplement
together with the additional information described under the heading "Where You
Can Find More Information."
The registration statement containing this prospectus, including the
exhibits to the registration statement, provides additional information about us
and the securities offered under this prospectus. The registration statement,
including the exhibits, can be read at the SEC website or at the SEC offices
mentioned under the heading "Where You Can Find More Information."
You should rely only on the information incorporated by reference or
provided in this prospectus and the accompanying prospectus supplement. We have
not authorized anyone to provide you with different information. We are not
making an offer to sell or soliciting an offer to buy these securities in any
jurisdiction in which the offer or solicitation is not authorized or in which
the person making the offer or solicitation is not qualified to do so or to
anyone to whom it is unlawful to make the offer or solicitation. You should not
assume that the information in this prospectus or the accompanying prospectus
supplement is accurate as of any date other than the date on the front of the
document.
References to "NiSource" refer to NiSource Inc. and references to
"NiSource Finance" refer to NiSource Finance Corp. Unless the context requires
otherwise, references to "we," "us" or "our" refer collectively to NiSource and
its subsidiaries, including NiSource Finance. References to "securities" refer
collectively to the common stock, preferred stock, debt securities and
guarantees of debt securities registered hereunder.
WHERE YOU CAN FIND MORE INFORMATION
NiSource files annual, quarterly and current reports, proxy statements
and other information with the SEC. You may read and copy any document NiSource
files at the SEC's public reference rooms at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, Seven World Trade Center, Suite 1300, New York, New York
10048, and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. You may obtain additional information about the public reference
rooms by calling the SEC at 1-800-SEC- 0330. In addition, the SEC maintains a
site on the Internet (http://www.sec.gov) that contains reports, proxy
statements and other information regarding issuers that file electronically with
the SEC, including NiSource.
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You may also read reports, proxy statements and other documents relating to
NiSource at the offices of the New York Stock Exchange at 20 Broad Street, New
York, New York 10005.
The SEC allows us to "incorporate by reference" information into this
prospectus. This means that we can disclose important information to you by
referring you to another document that NiSource, or one of its corporate
predecessors, NiSource Inc. (incorporated in Indiana) and Columbia Energy Group,
has filed separately with the SEC. The information incorporated by reference is
considered to be part of this prospectus. Information that NiSource files with
the SEC after the date of this prospectus will automatically modify and
supersede the information included or incorporated by reference in this
prospectus to the extent that the subsequently filed information modifies or
supersedes the existing information. We incorporate by reference our Current
Report on Form 8-K dated November 1, 2000 and any future filings we make with
the SEC under sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 until we sell all of the securities. We also incorporate by reference
the following documents filed with the SEC by our corporate predecessor NiSource
Inc. (incorporated in Indiana) (SEC File Number 1-9779):
- NiSource's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;
- NiSource's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 2000, June 30, 2000 and September 30, 2000;
- NiSource's Current Reports on Form 8-K dated February 14, 2000,
February 24, 2000, March 3, 2000, April 3, 2000, April 25, 2000,
June 13, 2000, September 1, 2000, September 13, 2000 and October
31, 2000; and
- NiSource's definitive joint proxy statement/prospectus dated April
24, 2000.
We also incorporate by reference the following documents filed with the SEC by
our corporate predecessor Columbia Energy Group (SEC File Number 1-1098):
- Columbia's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;
- Columbia's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 2000, June 30, 2000 and September 30, 2000; and
- Columbia's Current Reports on Form 8-K dated January 27, 2000,
April 13, 2000, May 3, 2000, May 12, 2000, May 22, 2000, June 2,
2000, June 15, 2000, July 14, 2000, October 2, 2000, October 12,
2000, October 16, 2000 and November 1, 2000.
You may request a copy of any of these filings at no cost by writing to
or telephoning us at the following address and telephone number: Gary W.
Pottorff, NiSource Inc., 801 East 86th Avenue, Merrillville, Indiana 46410,
telephone: (219) 853-5200.
NiSource maintains an Internet site at http://www.nisource.com which
contains information concerning NiSource and its subsidiaries. The information
contained at NiSource's Internet site is not incorporated by reference in this
prospectus, and you should not consider it a part of this prospectus.
We have filed this prospectus with the SEC as part of a registration
statement on Form S-3 under the Securities Act of 1933. This prospectus does not
contain all of the information included in the registration
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statement. Any statement made in this prospectus concerning the contents of any
contract, agreement or other document is only a summary of the actual document.
If we have filed any contract, agreement or other document as an exhibit to the
registration statement, you should read the exhibit for a more complete
understanding of the document or matter involved. Each statement regarding a
contract, agreement or other document is qualified in its entirety by reference
to the actual document.
FORWARD-LOOKING STATEMENTS
Some of the information included in this prospectus, in any prospectus
supplement and in the documents incorporated by reference are forward-looking
statements within the meaning of the securities laws. These statements concern
our plans, expectations and objectives for future operations. Any statement that
is not a historical fact is a forward-looking statement. We use the words
"estimate," "intend," "expect," "believe," "anticipate" and similar expressions
to identify forward-looking statements, but some of these statements may use
other phrasing. NiSource undertakes no obligation to release any revisions to
these forward-looking statements publicly to reflect events or circumstances
after the date of this prospectus or accompanying prospectus supplement or to
reflect the occurrence of unanticipated events. While we make the
forward-looking statements in good faith and believe they are based on
reasonable assumptions, these statements are subject to risks and uncertainties.
Important factors that could cause actual results to differ materially from
those suggested by the forward-looking statements include:
- the weather;
- the federal and state regulatory environment, including changes in
environmental and other laws and regulations to which we are
subject;
- the economic climate;
- growth in our service territories;
- customers' usage patterns and preferences;
- the degree to which and the speed with which competition changes
the utility industry;
- fluctuation in supply and demand for energy commodities and the
timing and extent of changes in commodity prices;
- changing conditions in the capital and equity markets;
- whether, and the extent to which, we achieve efficiencies and cost
savings from the integration of the former NiSource and Columbia
Energy Group businesses; and
- other uncertainties, all of which are difficult to predict, and
many of which are beyond our control, including factors we discuss
in this prospectus and any prospectus supplement and our filings
with the SEC.
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Accordingly, you should not rely on the accuracy of predictions
contained in forward-looking statements. These statements speak only as of the
date of this prospectus, the date of the accompanying prospectus supplement or,
in the case of documents incorporated by reference, the date of those documents.
NISOURCE INC.
Overview. NiSource is a super-regional energy holding company that provides
natural gas, electricity and other products and services to 3.6 million
customers located within the energy corridor that runs from the Gulf Coast
through the Midwest to New England. On November 1, 2000, NiSource completed its
acquisition of Columbia Energy Group for an aggregate consideration of
approximately $6 billion, with 30% of the consideration paid in common stock and
70% of the consideration paid in cash and SAILS(SM) (units each consisting of a
zero coupon debt security coupled with a forward equity contract). NiSource also
assumed approximately $2 billion in Columbia debt.
As a result of the acquisition, NiSource is the largest natural gas
distribution company, as measured by number of customers, operating east of the
Rockies. NiSource's principal subsidiaries include the Columbia Energy Group, a
vertically-integrated natural gas distribution, transmission, storage and
exploration and production holding company whose subsidiaries provide service to
customers in the Midwest, the Mid-Atlantic and the Northeast; Northern Indiana
Public Service Company, a vertically-integrated gas and electric company
providing service to customers in northern Indiana; and Bay State Gas Company, a
natural gas distribution company serving customers in New England. NiSource's
business lines include:
- natural gas distribution;
- natural gas transmission and storage;
- electric operations;
- exploration and production; and
- other products and services.
[NISOURCE CHART]
<TABLE>
<CAPTION>
GAS
TRANSMISSION ELECTRIC EXPLORATION AND OTHER PRODUCTS
GAS DISTRIBUTION AND STORAGE OPERATIONS PRODUCTION AND SERVICES
---------------- ------------ ---------- --------------- --------------
<S> <C> <C> <C> <C>
- 3.2 million customers - Over 18,600 miles - 426,000 customers - Based in Appalachia - Primary Energy
in nine states of pipeline in 18 in northern Indiana and Canada (cogeneration)
- 51,700 miles of states and D.C. - 3,179 MW of coal-fired - Proved gas reserves - Energy USA-TPC
distribution pipelines - One of the largest and 203MW of gas-fired of 966 Bcfe (energy marketing)
- Unbundling programs underground natural generation - Owns and operates - Telecommunications
initiated in most states gas storage networks - Interconnected with 8,188 wells (280 miles of
(670 Bcf) live neighboring - 6,069 miles of gathering dark fiber)
utilities facilities
</TABLE>
Strategy. NiSource is focused on becoming the premier energy company
serving customers throughout the energy-intensive corridor that extends from the
supply areas in the Gulf Coast through the consumption centers in the Midwest,
Mid-Atlantic and Northeast. This corridor is home to 30% of the nation's
population and 40% of its energy consumption. NiSource believes natural gas will
be the fuel of choice to meet the corridor's growing energy needs. The merger
with Columbia furthers this strategy by combining NiSource's natural gas
distribution assets in Indiana and New England with Columbia's natural gas
distribution, storage and exploration and production assets in Ohio, the
Mid-Atlantic and Appalachia and Columbia's interstate transmission assets.
Gas Distribution. NiSource has the nation's second largest volume of gas
sales, on average over 2.3 billion cubic feet per day. Through its wholly-owned
subsidiary, Columbia Energy Group, NiSource owns five distribution subsidiaries
that provide natural gas under the Columbia Gas name to nearly 2.1 million
residential, commercial and industrial customers in Ohio, Pennsylvania,
Virginia, Kentucky and Maryland. NiSource 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, NiSource'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.
Gas Transmission and Storage. NiSource'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 capable of storing approximately
670 billion cubic feet of natural gas.
Columbia Gas Transmission is also participating in the proposed 442-mile
Millennium Pipeline Project that has been submitted to the Federal Energy
Regulatory Commission for approval. As proposed, the project will transport
approximately 700 billion cubic feet of natural gas per day from the Lake Erie
region to eastern markets.
NiSource's wholly-owned subsidiaries own and operate interstate pipelines
connecting northwest Indiana and Ohio as well as Massachusetts and Maine. In
addition, NiSource owns a 19% interest in a pipeline linking production areas in
New Brunswick, Canada to Maine, New Hampshire and Massachusetts.
Electric Operations. NiSource 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. Northern Indiana owns and operates
four coal-fired electric generating stations with a net capability of 3,179
megawatts, four gas fired combustion turbine generating units with a net
capability of 203 megawatts and two hydroelectric generating plants with a net
capability of 10 megawatts, for a total system net capability of 3,392
megawatts. Northern Indiana is interconnected with five neighboring electric
utilities. During the year ended December 31, 1999, Northern Indiana generated
89.9% and purchased 10.1% of its electric requirements.
Exploration and Production. NiSource 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. As of
December 31, 1999, Columbia Energy Resources held interests in approximately 3.9
million net acres of gas and oil leases and had proved gas reserves of nearly
966 billion cubic feet of natural gas equivalent.
Columbia Energy Resources owns and operates 8,188 wells as well as 6,069 miles
of gathering facilities.
Other Products and Services. NiSource 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.
NiSource provides non-regulated energy services through its wholly-owned
subsidiary Energy USA, Inc. Energy USA and its subsidiaries provide to customers
in 22 states a variety of energy-related services, including gas marketing and
asset management services and underground utility locating and marking services.
NiSource 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. In addition, NiSource has invested in a number of
distributed generation technologies including fuel cells and microturbine
ventures.
NiSource is completing a fiber optics network for voice and data
communication along its pipeline rights-of-way between New York and Washington
D.C.
Through its wholly-owned subsidiary, IWC Resources Corporation and its
subsidiaries, NiSource supplies water to residential, commercial and industrial
customers and for fire protection service in Indianapolis, Indiana and
surrounding areas.
Non-Core Divestitures. In connection with the Columbia merger, NiSource has
sold or is divesting certain businesses judged to be non-core to the company's
energy strategy. Subsequent to the announcement of the Columbia acquisition,
NiSource sold Market Hub Partners, which owns and operates salt cavern gas
storage facilities in Texas and Louisiana, and Columbia completed the
divestiture of its interest in the Cove Point LNG facilities, its retail
electric supply business and four qualifying facility power plants. Columbia
recently announced a definitive agreement for the sale of its electric
generation business, and NiSource announced a definitive agreement to sell its
Miller Pipeline subsidiary. After-tax proceeds from these asset sales are
expected to total approximately $635 million. NiSource is pursuing the sale of
Columbia's propane and petroleum businesses and other smaller non-core
businesses. As part of the SEC order approving the Columbia merger, NiSource has
been ordered to divest its water utility business by November 2003.
NISOURCE FINANCE CORP.
NiSource Finance is a wholly-owned special purpose finance subsidiary of
NiSource that engages in financing activities to raise funds for the business
operations of NiSource and its subsidiaries. NiSource Finance's obligations
under the debt securities will be fully and unconditionally guaranteed by
NiSource.
NiSource Finance was incorporated in February 2000 under the laws of the
State of Indiana. Before the acquisition of Columbia Energy Group, NiSource
conducted its financing activities through NiSource Capital Markets, Inc., a
first-tier subsidiary of NiSource. We expect NiSource to conduct all future
financing through NiSource Finance. We currently intend to merge NiSource
Capital Markets into NiSource Finance within the next twelve months, subject to
obtaining required consents and approvals.
USE OF PROCEEDS
Unless otherwise described in the applicable prospectus supplement, we
will use the net proceeds from the sale of securities offered by this prospectus
and any applicable prospectus supplement to repay short-term borrowings incurred
in NiSource's November 2000 acquisition of Columbia Energy Group.
RATIOS OF EARNINGS TO FIXED CHARGES
NiSource's corporate predecessors were NiSource Inc. (incorporated in
Indiana) and Columbia Energy Group. The following are ratios of earnings to
fixed charges for each of the periods indicated for each of the corporate
predecessors, and for NiSource on a pro forma basis for the fiscal year ended
December 31, 1999 and the nine months and twelve months ended September 30,
2000, accounting for the acquisition of Columbia Energy Group as a purchase
business combination and giving effect to the acquisition as if it had occurred
on January 1, 2000:
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<TABLE>
<CAPTION>
Fiscal Year Ended December 31 Nine Months Twelve Months
Ended Ended
------------------------------------------- ------------- -------------
1995 1996 1997 1998 1999 September 30, 2000(1)
------ ------ ------ ------ ------ --------------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
NiSource Inc. (Indiana) Ratio of 3.28 3.21 3.10 2.87 2.14 2.45 2.30
Earnings to Fixed Charges..................
Columbia Energy Group Ratio of N/A 2.78 3.20 3.81 3.71 3.52 4.04
Earnings to Fixed Charges..................
NiSource Pro Forma Ratio of 1.56 1.63 1.72
Earnings to Fixed Charges..................
</TABLE>
For purposes of calculating the ratio of earnings to fixed charges,
"earnings" consist of income from continuing operations before income taxes plus
fixed charges. "Fixed charges" consist of interest on all indebtedness,
amortization of debt expense, the portion of rental expenses on operating leases
deemed to be representative of the interest factor and preferred stock dividend
requirements of consolidated subsidiaries.
----------------------------
(1) Results for the twelve months and nine months ended September 30, 2000
are not necessarily indicative of results for the fiscal year ending
December 31, 2000.
DESCRIPTION OF CAPITAL STOCK
GENERAL
The authorized capital stock of NiSource consists of 420,000,000
shares, $0.01 par value, of which 400,000,000 are common stock and 20,000,000
are preferred stock. The board of directors has designated 4,000,000 shares of
the preferred stock as Series A Junior Participating Preferred Shares. These
shares are reserved for issuance under NiSource's Shareholder Rights Plan. Each
share of NiSource common stock includes one preferred share purchase right. Each
preferred share purchase right entitles its holder to purchase one-hundredth
(1/100) of a Series A Junior Participating Preferred Share at a price of $60 per
one-hundredth of a share, subject to adjustment. The preferred share purchase
rights will become exercisable if a person or group acquires 25% or more of the
voting power of NiSource or announces a tender or exchange offer following which
the person or group would hold 25% or more of NiSource's voting power. If such
an acquisition were consummated, or if NiSource were acquired by the person or
group in a merger or other business combination, then each preferred share
purchase right would be exercisable for that number of shares of NiSource common
stock or the acquiring company's common stock having a market value of two times
the exercise price of the preferred share purchase right. The preferred share
purchase rights will also become exercisable on or after the date on which the
25% threshold has been triggered, if NiSource is acquired in a merger or other
business combination in which NiSource is not the survivor or in which NiSource
is the survivor but its common stock is changed into or exchanged for securities
of another entity, cash or other property, or 50% or more of the assets or
earning power of NiSource and its subsidiaries is sold. At that time,
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<PAGE> 10
each preferred share purchase right will become exercisable for that number of
shares of common stock of the acquiring company having a market value of two
times the exercise price of the preferred share purchase right. The preferred
share purchase rights will not be exercisable in this instance if the person who
acquired sufficient shares of stock to reach the 25% threshold acquired its
stock under an offer at a price and on terms which the board of directors
determines is fair to stockholders and that is in the best interests of
NiSource, provided that the per share price offered in the merger or other
business combination is not less than the price paid in the offer and the form
of consideration offered in the merger or other business combination is the same
as that paid in the offer. NiSource may redeem the preferred share purchase
rights at a price of $.01 per right prior to the occurrence of an event that
causes the preferred share purchase rights to be exercisable for shares of
common stock. The preferred share purchase rights will expire on March 12, 2010.
The certificate of incorporation of NiSource includes provisions that may have
the effect of deterring hostile takeovers or delaying or preventing changes in
control of management of NiSource. NiSource's board of directors is classified
into three classes of directors with staggered three-year terms. The directors
may be removed only for cause by the affirmative vote of 80% of the combined
voting power of all of the then-outstanding shares of stock of NiSource voting
together as a single class. Unless the board of directors determines otherwise
or except as otherwise required by law, vacancies on the board or newly-created
directorships may be filled only by the affirmative vote of directors then in
office, even though less than a quorum. If the board of directors or applicable
Delaware law confers power on stockholders of NiSource to fill such a vacancy or
newly-created directorship, it shall be filled only by affirmative vote of 80%
of the combined voting power of the outstanding shares of stock of NiSource
entitled to vote. Stockholders may not cumulate their votes, and stockholder
action may be taken only at a duly called meeting and not by written consent.
The certificate of incorporation also provides that special meetings of
stockholders may be called only by a majority of the total number of authorized
directors. In addition, NiSource's bylaws contain requirements for advance
notice of stockholder proposals and director nominations. These and other
provisions of the certificate of incorporation and bylaws and Delaware law could
discourage potential acquisition proposals and could delay or prevent a change
in control of management of NiSource.
NiSource is currently subject to the provisions of Section 203 of the
Delaware General Corporation Law regulating corporate takeovers. Section 203
prevents certain Delaware corporations, including those whose securities are
listed on a national securities exchange, such as the New York Stock Exchange,
from engaging, under certain circumstances, in a "business combination," which
includes a merger or sale of more than 10% of the corporation's assets, with any
interested stockholder for three years following the date that the stockholder
became an interested stockholder. An interested stockholder is a stockholder who
acquired 15% or more of the corporation's outstanding voting stock without the
prior approval of the corporation's board of directors.
The following summaries of provisions of our common stock and preferred
stock are not necessarily complete. You are urged to read carefully NiSource's
certificate of incorporation and bylaws which are incorporated by reference as
exhibits to the registration statement of which this prospectus is a part.
COMMON STOCK
NiSource common stock is listed on the New York Stock Exchange, the
Chicago Stock Exchange and the Pacific Exchange, under the symbol "NI". Common
stockholders may receive dividends if and when declared by the board of
directors. Dividends may be paid in cash, stock or other form. In certain cases,
common stockholders may not receive dividends until obligations to any preferred
stockholders have been satisfied. All common stock will be fully paid and
non-assessable. Each share of common stock is entitled
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to one vote in the election of directors and other matters. Common stockholders
are not entitled to preemptive rights or cumulative voting rights. Common
stockholders will be notified of any stockholders' meeting according to
applicable law. If NiSource liquidates, dissolves or winds-up its business,
either voluntarily or involuntarily, common stockholders will share equally in
the assets remaining after creditors and preferred stockholders are paid.
PREFERRED STOCK
The board of directors can, without approval of stockholders, issue one
or more series of preferred stock. The board can also determine the number of
shares of each series and the rights, preferences and limitations of each
series, including any dividend rights, voting rights, conversion rights,
redemption rights and liquidation preferences, the number of shares constituting
each series and the terms and conditions of issue. In some cases, the issuance
of preferred stock could delay a change in control of NiSource and make it
harder to remove incumbent management. Under certain circumstances, preferred
stock could also restrict dividend payments to holders of common stock. All
preferred stock will be fully paid and non-assessable.
The terms of the preferred stock that NiSource may offer will be
established by or pursuant to a resolution of the board of directors of NiSource
and will be issued under certificates of designation or through amendments to
NiSource's certificate of incorporation. If NiSource offers to sell preferred
stock, it will describe the specific terms of the preferred stock in a
supplement to this prospectus. NiSource will also indicate in the supplement
whether the general terms and provisions described in this prospectus apply to
the preferred stock that NiSource may offer.
The following terms of the preferred stock, as applicable, will be set
forth in a prospectus supplement relating to the preferred stock:
- the title and stated value;
- the number of shares NiSource is offering;
- the liquidation preference per share;
- the purchase price;
- the dividend rate, period and payment date, and method of
calculation of dividends;
- whether dividends will be cumulative or non-cumulative and, if
cumulative, the date from which dividends will accumulate;
- the procedures for any auction and remarketing, if any;
- the provisions for a sinking fund, if any;
- the provisions for redemption or repurchase, if applicable, and
any restrictions on NiSource's ability to exercise those
redemption and repurchase rights;
- any listing of the preferred stock on any securities exchange or
market;
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- voting rights, if any;
- preemptive rights, if any;
- restrictions on transfer, sale or other assignment, if any;
- whether interests in the preferred stock will be represented by
depositary shares;
- a discussion of any material or special United States federal
income tax considerations applicable to the preferred stock;
- the relative ranking and preferences of the preferred stock as to
dividend or liquidation rights;
- any limitations on issuance of any class or series of preferred
stock ranking senior to or on a parity with the series of
preferred stock as to dividend or liquidation rights; and
- any other material specific terms, preferences, rights or
limitations of, or restrictions on, the preferred stock.
The terms, if any, on which the preferred stock may be exchanged for or
converted into shares of common stock or any other security and, if applicable,
the conversion or exchange price, or how it will be calculated, and the
conversion or exchange period will be set forth in the applicable prospectus
supplement.
The preferred stock or any series of preferred stock may be
represented, in whole or in part, by one or more global certificates, which will
have an aggregate liquidation preference equal to that of the preferred stock
represented by the global certificate.
Each global certificate will:
- be registered in the name of a depositary or a nominee of the
depositary identified in the prospectus supplement;
- be deposited with such depositary or nominee or a custodian for
the depositary; and
- bear a legend regarding the restrictions on exchanges and
registration of transfer and any other matters as may be provided
for under the certificate of designation.
DESCRIPTION OF THE DEBT SECURITIES
NiSource Finance may issue the debt securities, in one or more series,
from time to time under an Indenture among NiSource Finance, NiSource, as
guarantor, and The Chase Manhattan Bank, as trustee. The Chase Manhattan Bank,
as trustee under the Indenture, will act as indenture trustee for the purposes
of the Trust Indenture Act. We have filed a copy of the form of Indenture as an
exhibit to the registration statement of which this prospectus forms a part.
This section briefly summarizes some of the terms of the debt
securities and the Indenture. This section does not contain a complete
description of the debt securities or the Indenture. The description of the debt
securities is qualified in its entirety by the provisions of the Indenture.
References to section numbers in
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this description of the debt securities, unless otherwise indicated, are
references to section numbers of the Indenture.
GENERAL
The Indenture does not limit the amount of debt securities that may be
issued. The Indenture provides for the issuance of debt securities from time to
time in one or more series. The terms of each series of debt securities may be
established in a supplemental indenture or in resolutions of NiSource Finance's
Board of Directors or a committee of the board.
The debt securities:
- are direct senior unsecured obligations of NiSource Finance;
- are equal in right of payment to any other senior unsecured
obligations of NiSource Finance; and
- are guaranteed on a senior unsecured basis by NiSource.
NiSource Finance is a special purpose financing subsidiary formed
solely as a financing vehicle for NiSource and its subsidiaries. Therefore, the
ability of NiSource Finance to pay its obligations under the debt securities is
dependent upon the receipt by it of payments from NiSource. If NiSource were not
to make such payments for any reason, the holders of the debt securities would
have to rely on the enforcement of NiSource's guarantee described below.
If NiSource Finance uses this prospectus to offer debt securities, an
accompanying prospectus supplement will describe the following terms of the debt
securities being offered, to the extent applicable:
- the title;
- any limit on the aggregate principal amount;
- the date or dates on which NiSource Finance will pay principal;
- the right, if any, to extend the date or dates on which NiSource
Finance will pay principal;
- the interest rates or the method of determining them and the date
interest begins to accrue;
- the interest payment dates and the regular record dates for any
interest payment dates;
- the right, if any, to extend the interest payment periods and the
duration of any extension;
- the place or places where NiSource Finance will pay principal and
interest;
- the terms and conditions of any optional redemption, including the
date after which, and the price or prices at which, NiSource
Finance may redeem securities;
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- the terms and conditions of any optional purchase or repayment,
including the date after which, and the price or prices at which,
holders may require NiSource Finance to purchase, or a third party
may require holders to sell, securities;
- the terms and conditions of any mandatory or optional sinking fund
redemption, including the date after which, and the price or
prices at which, NiSource Finance may redeem securities;
- whether bearer securities will be issued;
- the denominations in which NiSource Finance will issue securities;
- the currency or currencies in which NiSource Finance will pay
principal and interest;
- any index or indices used to determine the amount of payments;
- the portion of principal payable on declaration of acceleration of
maturity;
- any additional events of default or covenants of NiSource Finance
or NiSource applicable to the debt securities;
- whether NiSource Finance will pay additional amounts in respect of
taxes and similar charges on debt securities held by a United
States alien and whether NiSource Finance may redeem those debt
securities rather than pay additional amounts;
- whether NiSource Finance will issue the debt securities in whole
or in part in global form and, in such case, the depositary for
such global securities and the circumstances under which
beneficial owners of interests in the global security may exchange
such interest for securities;
- the date or dates after which holders may convert the securities
into shares of NiSource common stock or preferred stock and the
terms for that conversion; and
- any other terms of the securities.
The Indenture does not give holders of debt securities protection in
the event of a highly leveraged transaction or other transaction involving
NiSource Finance or NiSource. The Indenture also does not limit the ability of
NiSource Finance or NiSource to incur indebtedness or to declare or pay
dividends on its capital stock.
GUARANTEE OF NISOURCE
NiSource will fully and unconditionally guarantee to each holder of
debt securities and to the indenture trustee and its successors all the
obligations of NiSource Finance under the debt securities, including the due and
punctual payment of the principal of and premium, if any, and interest, if any,
on the debt securities. The guarantee applies whether the payment is due at
maturity, on an interest payment date or as a result of acceleration, redemption
or otherwise. The guarantee includes payment of interest on the overdue
principal of and interest, if any, on the debt securities (if lawful) and all
other obligations of NiSource Finance under the Indenture. The guarantee will
remain valid even if the Indenture is found to be invalid. NiSource is
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obligated under the guarantee to pay any guaranteed amount immediately after
NiSource Finance's failure to do so.
NiSource is a holding company with no independent business operations
or source of income of its own. It conducts substantially all of its operations
through its subsidiaries and, as a result, NiSource depends on the earnings and
cash flow of, and dividends or distributions from, its subsidiaries to provide
the funds necessary to meet its debt and contractual obligations. A substantial
portion of NiSource's consolidated assets, earnings and cash flow is derived
from the operation of its regulated utility subsidiaries, whose legal authority
to pay dividends or make other distributions to NiSource is subject to
regulation. Northern Indiana Public Service Company's debt indenture also
provides that Northern Indiana will not declare or pay any dividends on its
common stock owned by NiSource except out of earned surplus or net profits.
Future dividends will depend upon adequate retained earnings, adequate future
earnings and the absence of adverse developments. In addition, NiSource is
registered as a holding company under the Public Utility Holding Company Act of
1935. As a result, the corporate and financial activities of NiSource and each
of its subsidiaries (including their ability to pay dividends to NiSource) are
subject to regulation by the SEC.
NiSource's holding company status also means that its right to
participate in any distribution of the assets of any of its subsidiaries upon
liquidation, reorganization or otherwise is subject to the prior claims of the
creditors of each of the subsidiaries (except to the extent that the claims of
NiSource itself as a creditor of a subsidiary may be recognized). Since this is
true for NiSource, it is also true for the creditors of NiSource (including the
holders of the debt securities).
CONVERSION RIGHTS
The terms, if any, on which a series of debt securities may be
exchanged for or converted into shares of common stock or preferred stock of
NiSource will be set forth in the applicable prospectus supplement.
DENOMINATION, REGISTRATION AND TRANSFER
NiSource Finance may issue the debt securities as registered securities
in certificated form or as global securities as described under the heading
"Book-Entry Issuance." Unless otherwise specified in the applicable prospectus
supplement, NiSource Finance will issue registered debt securities in
denominations of $1,000 or integral multiples of $1,000. (See Section 302.)
If NiSource Finance issues the debt securities as registered
securities, NiSource Finance will keep at one of its offices or agencies a
register in which it will provide for the registration and transfer of the debt
securities. NiSource Finance will appoint that office or agency the security
registrar for the purpose of registering and transferring the debt securities.
The holder of any registered debt security may exchange the debt
security for registered debt securities of the same series having the same
stated maturity date and original issue date, in any authorized denominations,
in like tenor and in the same aggregate principal amount. The holder may
exchange those debt securities by surrendering them in a place of payment
maintained for this purpose at the office or agency NiSource Finance has
appointed securities registrar. Holders may present the debt securities for
exchange or registration of transfer, duly endorsed or accompanied by a duly
executed written instrument of transfer satisfactory to NiSource Finance and the
securities registrar. No service charge will apply to any exchange or
registration of transfer, but NiSource Finance may require payment of any taxes
and other governmental charges as described in the Indenture. (See Section 305.)
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If debt securities of any series are redeemed, NiSource Finance will
not be required to issue, register transfer of or exchange any debt securities
of that series during the 15 business day period immediately preceding the day
the relevant notice of redemption is given. That notice will identify the serial
numbers of the debt securities being redeemed. After notice is given, NiSource
Finance will not be required to issue, register the transfer of or exchange any
debt securities that have been selected to be either partially or fully
redeemed, except the unredeemed portion of any debt security being partially
redeemed. (See Section 305.)
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in the applicable prospectus supplement, on
each interest payment date, NiSource Finance will pay interest on each debt
security to the person in whose name that debt security is registered as of the
close of business on the record date relating to that interest payment date. If
NiSource Finance defaults in the payment of interest on any debt security, it
may pay that defaulted interest to the registered owner of that debt security:
- as of the close of business on a date that the indenture trustee
selects, which may not be more than 15 days or less than 10 days
before the date NiSource Finance proposes to pay the defaulted
interest, or
- in any other lawful manner that does not violate the requirements
of any securities exchange on which that debt security is listed
and that the indenture trustee believes is acceptable.
(See Section 307.)
Unless otherwise indicated in the applicable prospectus supplement,
NiSource Finance will pay the principal of and any premium or interest on the
debt securities when they are presented at the office of the indenture trustee,
as paying agent. NiSource Finance may change the place of payment on the debt
securities, appoint one or more additional paying agents, and remove any paying
agent.
MODIFICATION OF INDENTURE
NiSource Finance, NiSource and the indenture trustee may modify or
amend the Indenture, without the consent of the holders of any debt securities,
for any of the following purposes:
- to evidence the succession of another person as obligor under the
Indenture;
- to add to NiSource Finance's and NiSource's covenants or to
surrender any right or power conferred on NiSource Finance or
NiSource under the Indenture;
- to add events of default;
- to add or change any provisions of the Indenture to provide that
bearer securities may be registrable as to principal, to change or
eliminate any restrictions on the payment of principal or premium
on registered securities or of principal or premium or any
interest on bearer securities, to permit registered securities to
be exchanged for bearer securities or to permit the issuance of
securities in uncertificated form (so long as the modification or
amendment does not materially adversely affect the interest of the
holders of debt securities of any series);
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- to change or eliminate any provisions of the Indenture (so long as
there are no outstanding debt securities entitled to the benefit
of the provision);
- to secure the debt securities;
- to establish the form or terms of debt securities of any series;
- to evidence or provide for the acceptance or appointment by a
successor indenture trustee or facilitate the administration of
the trusts under the Indenture by more than one indenture trustee;
- to cure any ambiguity, defect or inconsistency in the Indenture
(so long as the cure or modification does not materially adversely
affect the interest of the holders of debt securities of any
series);
- to effect assumption by NiSource or one of its subsidiaries of
NiSource Finance's obligations under the Indenture; or
- to conform the Indenture to any amendment of the Trust Indenture
Act.
(See Section 901.)
The Indenture provides that we and the indenture trustee may amend the
Indenture or the debt securities with the consent of the holders of a majority
in principal amount of the then outstanding debt securities of each series
affected by the amendment voting as one class. However, without the consent of
each holder of any outstanding debt securities affected, an amendment or
modification may not, among other things:
- change the stated maturity of the principal or interest on any
debt security;
- reduce the principal amount of, rate of interest on, or premium
payable upon the redemption of, any debt security;
- change the method of calculating the rate of interest on any debt
security;
- change any obligation of NiSource Finance to pay additional
amounts in respect of any debt security;
- reduce the principal amount of a discount security that would be
payable upon acceleration of its maturity;
- change the place or currency of payment of principal of, or any
premium or interest on, any debt security;
- impair a holder's right to institute suit for the enforcement of
any payment after the stated maturity or after any redemption date
or repayment date;
- reduce the percentage of holders of debt securities necessary to
modify or amend the Indenture or to consent to any waiver under
the Indenture;
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- change any obligation of NiSource Finance to maintain an office or
agency in each place of payment or to maintain an office or agency
outside the United States;
- modify the obligations of NiSource under its guarantee in any way
adverse to the interests of the holders of the debt securities;
and
- modify these requirements or reduce the percentage of holders of
debt securities necessary to waive any past default of certain
covenants.
(See Section 902.)
EVENTS OF DEFAULT
The Indenture provides, with respect to any outstanding series of debt
securities, that any of the following events constitutes an "Event of Default":
- NiSource Finance defaults in the payment of any interest upon any
debt security of that series that becomes due and payable and the
default continues for 60 days;
- NiSource Finance defaults in the payment of principal of or any
premium on any debt security of that series when due at its
maturity, on redemption, by declaration or otherwise and the
default continues for three business days;
- NiSource Finance defaults in the deposit of any sinking fund
payment when due and the default continues for three business
days;
- NiSource Finance or NiSource defaults in the performance of or
breaches any covenant or warranty in the Indenture for 90 days
after written notice to NiSource Finance and NiSource from the
indenture trustee or to NiSource Finance, NiSource and the
indenture trustee from the holders of at least 33% of the
outstanding debt securities of that series;
- NiSource Finance or NiSource Capital Markets defaults under any
bond, debenture, note or other evidence of indebtedness for money
borrowed by NiSource Finance or NiSource Capital Markets, or
NiSource Finance or NiSource Capital Markets defaults under any
mortgage, indenture or instrument under which there may be issued,
secured or evidenced indebtedness constituting a failure to pay in
excess of $50,000,000 of the principal or interest when due and
payable, and in the event such debt has become due as the result
of an acceleration, such acceleration is not rescinded or annulled
or such debt is not paid within 60 days after written notice to
NiSource Finance and NiSource from the indenture trustee or to
NiSource Finance, NiSource and the indenture trustee from the
holders of at least 33% of the outstanding debt securities of that
series;
- the NiSource guarantee ceases to be in full force and effect in
any material respect or is disaffirmed or denied (other than
according to its terms), or is found to be unenforceable or
invalid; or
- certain events of bankruptcy, insolvency or reorganization of
NiSource Finance, NiSource Capital Markets or NiSource.
(See Section 501.)
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If an Event of Default occurs with respect to debt securities of a
particular series, the indenture trustee or the holders of 33% in principal
amount of the outstanding debt securities of that series may declare the debt
securities of that series due and payable immediately. (See Section 502.)
The holders of a majority in principal amount of the outstanding debt
securities of a particular series will have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the indenture
trustee under the Indenture, or exercising any trust or power conferred on the
indenture trustee with respect to the debt securities of that series. The
indenture trustee may refuse to follow directions that are in conflict with law
or the Indenture, that expose the indenture trustee to personal liability or
that are unduly prejudicial to other holders. The indenture trustee may take any
other action it deems proper that is not inconsistent with those directions.
(See Section 512.)
The holders of a majority in principal amount of the outstanding debt
securities of any series may waive any past default under the Indenture and its
consequences, except a default:
- in respect of a payment of principal of, or premium, if any, or
interest on any debt security; or
- in respect of a covenant or provision that cannot be modified or
amended without the consent of the holder of each affected debt
security.
(See Section 513.)
At any time after the holders of the debt securities of a series
declare that the debt securities of that series are due and immediately payable,
a majority in principal amount of the outstanding holders of debt securities of
that series may rescind and cancel the declaration and its consequences: (1)
before the indenture trustee has obtained a judgment or decree for money, (2)
if all defaults (other than the non-payment of principal which have become due
solely by the declaration) have been waived or cured, and (3) NiSource or
NiSource Finance has paid or deposited with the indenture trustee an amount
sufficient to pay:
- all overdue interest on the debt securities of that series;
- the principal of, and premium, if any, or interest on any debt
securities of that series which are due other than by the
declaration;
- interest on overdue interest (if lawful); and
- sums paid or advanced by and amounts due the indenture trustee
under the Indenture.
(See Section 502.)
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
Neither NiSource Finance nor NiSource shall consolidate or merge with
any other corporation or convey, transfer or lease substantially all of its
assets or properties to any entity unless:
- that corporation or entity is organized under the laws of the
United States or any state thereof;
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- that corporation or entity assumes NiSource Finance's or
NiSource's obligations, as applicable, under the Indenture;
- after giving effect to the transaction, NiSource Finance and
NiSource are not in default under the Indenture; and
- NiSource Finance or NiSource, as applicable, delivers to the
indenture trustee an officer's certificate and an opinion of
counsel to the effect that the transaction complies with the
Indenture.
(See Section 801.)
The Indenture does not give holders of the debt securities protection
in the event of a highly leveraged transaction or other transaction involving
NiSource Finance or NiSource. The Indenture also does not limit the ability of
NiSource Finance to incur indebtedness or to declare or pay dividends on its
capital stock.
LIMITATION ON LIENS
As long as any debt securities remain outstanding, neither NiSource
Finance, NiSource nor any subsidiary of NiSource other than a utility may issue,
assume or guarantee any debt secured by any mortgage, security interest, pledge,
lien or other encumbrance on any property owned by NiSource Finance, NiSource or
that subsidiary, except intercompany indebtedness, without also securing the
debt securities equally and ratably with (or prior to) the new debt, unless the
total amount of all of the secured debt would not exceed 10% of the consolidated
net tangible assets of NiSource and its subsidiaries (other than utilities).
In addition, the lien limitations do not apply to NiSource Finance's,
NiSource's and any subsidiary's ability to do the following:
- create mortgages on any property and on certain improvements and
accessions on such property acquired, constructed or improved
after the date of the Indenture;
- assume existing mortgages on any property or indebtedness of an
entity which is merged with or into, or consolidated with NiSource
Finance, NiSource and any subsidiary;
- assume existing mortgages on any property or indebtedness of an
entity existing at the time it becomes a subsidiary;
- create mortgages to secure debt of a subsidiary to NiSource or to
another subsidiary;
- create mortgages in favor of governmental entities to secure
payment under a contract or statute or mortgages to secure the
financing of constructing or improving property, including
mortgages for pollution control or industrial revenue bonds;
- create mortgages to secure debt of NiSource or its subsidiaries
maturing within 12 months and created in the ordinary course of
business;
- create mortgages to secure the cost of exploration, drilling or
development of natural gas, oil or other mineral property;
- to continue mortgages existing on the date of the Indenture; and
- create mortgages to extend, renew or replace indebtedness secured
by any mortgage referred to above provided that the principal
amount of indebtedness and the property securing the indebtedness
shall not exceed the amount secured by the mortgage being
extended, renewed or replaced.
SATISFACTION AND DISCHARGE
Under the Indenture, NiSource Finance can terminate its obligations
with respect to debt securities of any series not previously delivered to the
indenture trustee for cancellation when those debt securities:
- have become due and payable;
- will become due and payable at their stated maturity within one
year; or
- are to be called for redemption within one year under arrangements
satisfactory to the indenture trustee for giving notice of
redemption.
NiSource Finance may terminate its obligations with respect to the debt
securities of that series by depositing with the indenture trustee, as trust
funds in trust dedicated solely for that purpose, an amount sufficient to pay
and discharge the entire indebtedness on the debt securities of that series. In
that case, the Indenture will cease to be of further effect and NiSource
Finance's obligations will be satisfied and discharged with respect to that
series (except as to NiSource Finance's obligations to pay all other amounts due
under the Indenture and to provide certain officers' certificates and opinions
of counsel to the indenture trustee). At the expense of NiSource Finance, the
indenture trustee will execute proper instruments acknowledging the satisfaction
and discharge. (See Section 401.)
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REDEMPTION
The applicable prospectus supplement will contain the specific terms on
which NiSource Finance may redeem a series of debt securities prior to its
stated maturity. NiSource Finance will send a notice of redemption to holders at
least 30 days but not more than 60 days prior to the redemption date. The notice
will state:
- the redemption date;
- the redemption price;
- if less than all of the debt securities of the series are being
redeemed, the particular debt securities to be redeemed (and the
principal amounts, in the case of a partial redemption);
- that on the redemption date, the redemption price will become due
and payable and any applicable interest will cease to accrue on
and after that date;
- the place or places of payment; and
- whether the redemption is for a sinking fund.
(See Section 1104.)
On or before any redemption date, NiSource Finance will deposit an
amount of money with the indenture trustee or with a paying agent sufficient to
pay the redemption price. (See Section 1105.)
If NiSource Finance is redeeming less than all the debt securities, the
indenture trustee will select the debt securities to be redeemed using a method
it considers fair and appropriate. After the redemption date, holders of
redeemed debt securities will have no rights with respect to the debt securities
except the right to receive the redemption price and any unpaid interest to the
redemption date. (See Section 1103.)
BOOK-ENTRY ISSUANCE
Unless otherwise specified in the applicable prospectus supplement,
NiSource Finance will issue any debt securities offered under this prospectus as
"global securities." We will describe the specific terms for issuing any debt
security as a global security in the prospectus supplement relating to that debt
security.
Unless otherwise specified in the applicable prospectus supplement, The
Depository Trust Company, or DTC, will act as the depositary for any global
securities. NiSource Finance will issue global securities as fully registered
securities registered in the name of DTC's nominee, Cede & Co. NiSource Finance
will issue one or more fully registered global securities for each issue of debt
securities, each in the aggregate principal or stated amount of such issue, and
will deposit the global securities with DTC.
DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered under the provisions of Section 17A of the Securities Exchange Act.
DTC holds securities that its participants deposit with DTC. DTC also
facilitates the settlement among participants of securities
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transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in participants' accounts, thereby
eliminating the need for physical movement of securities certificates. DTC's
direct participants include securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations. DTC is owned
by a number of its direct participants and by the New York Stock Exchange, Inc.,
the American Stock Exchange, Inc. and the National Association of Securities
Dealers, Inc. Access to DTC's book-entry system is also available to others,
such as securities brokers and dealers, banks and trust companies, that clear
through or maintain a custodial relationship with a direct participant. The
rules applicable to DTC and its participants are on file with the SEC.
Purchases of securities under DTC's system must be made by or through a
direct participant, which will receive a credit for such securities on DTC's
records. The ownership interest of each actual purchaser of each security - the
beneficial owner - is in turn recorded on the records of direct and indirect
participants. Beneficial owners will not receive written confirmation from DTC
of their purchases, but they should receive written confirmations providing
details of the transactions, as well as periodic statements of their holdings,
from the participants through which they entered into the transactions.
Transfers of ownership interest in the securities are accomplished by entries
made on the books of participants acting on behalf of beneficial owners.
Beneficial owners will not receive certificates representing their securities,
except in the event that use of the book-entry system for the securities is
discontinued.
To facilitate subsequent transfers, all global securities that are
deposited with, or on behalf of, DTC are registered in the name of DTC's
nominee, Cede & Co. The deposit of global securities with, or on behalf of, DTC
and their registration in the name of Cede & Co. effect no change in beneficial
ownership. DTC has no knowledge of the actual beneficial owners of the
securities; DTC's records reflect only the identity of the direct participants
to whose accounts such securities are credited, which may or may not be the
beneficial owners. The participants will remain responsible for keeping account
of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants and by direct and
indirect participants to beneficial owners will be governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in
effect from time to time.
Neither DTC nor Cede & Co. will consent or vote with respect to the
global securities. Under its usual procedures, DTC will mail an omnibus proxy to
NiSource Finance as soon as possible after the applicable record date. The
omnibus proxy assigns Cede & Co.'s consenting or voting rights to those direct
participants to whose accounts the securities are credited on the applicable
record date (identified in a listing attached to the omnibus proxy).
Redemption proceeds, principal payments and any premium, interest or
other payments on the global securities will be made to Cede & Co., as nominee
of DTC. DTC's practice is to credit direct participants' accounts on the
applicable payment date in accordance with their respective holdings shown on
DTC's records, unless DTC has reason to believe that it will not receive payment
on that date. Payments by participants to beneficial owners will be governed by
standing instructions and customary practices, as is the case with securities
held for the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of the participant and not of DTC,
NiSource Finance, NiSource or the indenture trustee, subject to any statutory or
regulatory requirements in effect at the time. Payment of redemption payments,
principal and any premium, interest or other payments to DTC is the
responsibility of NiSource Finance and the
18
<PAGE> 23
applicable paying agent, disbursement of payments to direct participants will be
the responsibility of DTC, and disbursement of payments to the beneficial owners
will be the responsibility of direct and indirect participants.
If applicable, redemption notices will be sent to Cede & Co. If less
than all of the debt securities of like tenor and terms are being redeemed,
DTC's practice is to determine by lot the amount of the interest of each direct
participant in such issue to be redeemed.
A beneficial owner electing to have its interest in a global security
repaid by NiSource Finance will give any required notice through its participant
and will effect delivery of its interest by causing the direct participant to
transfer the participant's interest in the global securities on DTC's records to
the appropriate party. The requirement for physical delivery in connection with
a demand for repayment will be deemed satisfied when the ownership rights in the
global securities are transferred on DTC's records.
DTC may discontinue providing its services as securities depositary
with respect to the global securities at any time by giving reasonable notice to
NiSource Finance or the indenture trustee. Under such circumstances, in the
event that a successor securities depositary is not obtained, certificates for
the securities are required to be printed and delivered.
NiSource Finance may decide to discontinue use of the system of
book-entry transfers through DTC (or a successor securities depositary). In that
event, certificates for the securities will be printed and delivered.
We have provided the foregoing information with respect to DTC to the
financial community for information purposes only. We do not intend the
information to serve as a representation, warranty or contract modification of
any kind. We have received the information in this section concerning DTC and
DTC's system from sources that we believe to be reliable, but we take no
responsibility for the accuracy of this information.
GOVERNING LAW
The Indenture and the debt securities are governed by the internal laws
of the State of New York.
INFORMATION CONCERNING THE INDENTURE TRUSTEE
Prior to default, the indenture trustee will perform only those duties
specifically set forth in the Indenture. After default, the indenture trustee
will exercise the same degree of care as a prudent individual would exercise in
the conduct of his or her own affairs. The indenture trustee is under no
obligation to exercise any of the powers vested in it by the Indenture at the
request of any holder of debt securities unless the holder offers the indenture
trustee reasonable indemnity against the costs, expenses and liability that the
indenture trustee might incur in exercising those powers. The indenture trustee
is not required to expend or risk its own funds or otherwise incur personal
financial liability in the performance of its duties if it reasonably believes
that it may not receive repayment or adequate indemnity. (See Section 601.)
The indenture trustee, The Chase Manhattan Bank, is also the indenture
trustee for NiSource Capital Markets' senior and subordinated debt indentures
and the indenture governing the debenture portion of NiSource's Stock
Appreciation Income Linked Securities ("SAILS"). The Chase Manhattan Bank is
the property trustee, and Chase Manhattan Bank Delaware is the Delaware trustee,
for the preferred securities included in NiSource's Premium Income Equity
Securities ("PIES"). The Chase Manhattan Bank is the purchase contract agent and
collateral agent for the NiSource PIES and SAILS. The Chase Manhattan Bank also
lends to Columbia Energy Group and extends a letter of credit facility to
NiSource Capital Markets. ChaseMellon Shareholder Services, L.L.C., an affiliate
of The Chase Manhattan Bank, is the transfer agent and registrar for the common
stock, the rights agent for NiSource's preferred stock purchase rights and the
exchange agent for the merger in connection with NiSource's acquisition of
Columbia.
PLAN OF DISTRIBUTION
We may sell the securities to or through underwriters, through dealers
or agents, directly to you or through a combination of these methods. The
prospectus supplement with respect to any offering of securities will describe
the specific terms of the securities being offered, including:
19
<PAGE> 24
- the name or names of any underwriters, dealers or agents;
- the purchase price of the securities and the proceeds to NiSource
or NiSource Finance from the sale;
- any underwriting discounts and commissions or agency fees and
other items constituting underwriters' or agents' compensation;
- any initial public offering price;
- any discounts or concessions allowed or reallowed or paid to
dealers; and
- any securities exchange on which the offered securities may be
listed.
Through Underwriters. If we use underwriters in the sale of the
securities, the underwriters will acquire the offered securities for their own
account. We will execute an underwriting agreement with an underwriter or
underwriters once an agreement for sale of the securities is reached. The
underwriters may resell the offered securities in one or more transactions,
including negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale. The underwriters may sell the
offered securities directly or through underwriting syndicates represented by
managing underwriters. Unless otherwise stated in the prospectus supplement
relating to offered securities, the obligations of the underwriters to purchase
those offered securities will be subject to certain conditions, and the
underwriters will be obligated to purchase all of those offered securities if
they purchase any of them.
Through Dealers. If we use a dealer to sell the securities, we will sell
the offered securities to the dealer as principal. The dealer may then resell
those offered securities at varying prices determined at the time of resale. Any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
Through Agents. If we use agents in the sale of securities, we may
designate one or more agents to sell offered securities. Unless otherwise stated
in a prospectus supplement, the agents will agree to use their best efforts to
solicit purchases for the period of their appointment.
Directly to Purchasers. We may sell the offered securities directly to
one or more purchasers. In this case, no underwriters, dealers or agents would
be involved. We will describe the terms of our direct sales in our prospectus
supplement.
General Information. A prospectus supplement will state the name of any
underwriter, dealer or agent and the amount of any compensation, underwriting
discounts or concessions paid, allowed or reallowed to them. A prospectus
supplement will also state the proceeds to us from the sale of offered
securities, any initial public offering price and other terms of the offering of
those offered securities.
Our agents, underwriters and dealers, or their affiliates, may be
customers of, engage in transactions with or perform services for us in the
ordinary course of business.
We may authorize agents, underwriters or dealers to solicit offers by
certain institutions to purchase offered securities from us at the public
offering price and on terms described in the related prospectus supplement
pursuant to delayed delivery contracts providing for payment and delivery on a
specified date in
20
<PAGE> 25
the future. If we use delayed delivery contracts, we will disclose that we are
using them in our prospectus supplement and will tell you when we will demand
payment and delivery of the securities. The delayed delivery contracts will be
subject only to the conditions we set forth in our prospectus supplement.
We may enter into agreements to indemnify agents, underwriters and
dealers against certain civil liabilities, including liabilities under the
Securities Act of 1933.
LEGAL OPINIONS
Schiff Hardin & Waite, Chicago, Illinois, will pass upon the validity of
the securities offered by this prospectus for us. The opinions with respect to
the securities may be subject to assumptions regarding future action to be taken
by us and the trustee, if applicable, in connection with the issuance and sale
of the securities, the specific terms of the securities and other matters that
may affect the validity of securities but that cannot be ascertained on the date
of those opinions. Peter V. Fazio, Jr., a partner of the firm who also serves as
general counsel of NiSource, holds approximately 13,650 shares of NiSource
common stock.
EXPERTS
The consolidated financial statements and schedules of NiSource Inc.
(incorporated in Indiana) and the consolidated financial statements of Columbia
Energy Group 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.
21
<PAGE> 26
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the
securities covered hereby are as follows (all amounts other than the Securities
and Exchange Commission filing fee are estimated):
<TABLE>
<S> <C>
Securities and Exchange Commission filing fee............. $ 660,000
Trustees' fees............................................ *
Accounting fees and expenses.............................. *
Legal fees and expenses................................... *
Transfer agent and registrar fees......................... *
Printing and engraving expenses........................... *
Miscellaneous expenses.................................... *
---------
Total................................... $ *
=========
* To be completed by amendment.
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section B.1. of Article V of NiSource Inc.'s Amended and Restated
Certificate of Incorporation provides that no director shall be personally
liable to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director.
Section B.2. of Article V of NiSource Inc.'s Amended and Restated
Certificate of Incorporation and Section 145 of the General Corporation Law of
Delaware provides that NiSource Inc. will, to the fullest extent permitted by
applicable law, as then in effect, indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
investigation, claim, action, suit or proceeding, whether civil or criminal,
administrative or investigative, by reason of the fact that such person is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation (including NiSource Finance Corp.), partnership,
joint venture, trust or other enterprise (including, without limitation, any
employee benefit plan) against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with any such investigation, claim, action, suit or
proceeding, provided that such person acted in good faith and in a manner that
he or she reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, if he
or she had no reason to believe his or her conduct was unlawful.
Section B.2. of Article V of NiSource Inc.'s Amended and Restated
Certificate of Incorporation and Section 145 of the General Corporation Law of
Delaware also provide that if the investigation, claim, action, suit or
proceeding is a derivative action (meaning one brought by or on behalf of the
corporation), NiSource Inc. will, to the extent permitted by applicable law, as
then in effect, indemnify any person against expenses actually and reasonably
incurred by such person in connection with the defense or settlement of such
investigation, claim, action, suit or proceeding if incurred by such person in
connection with the defense or settlement of such investigation, claim, action,
suit or proceeding if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect to any
investigation, claim, action, suit, proceeding or matter as to which such person
shall have been adjudged to be liable for negligence or misconduct in the
performance of his or her duty to the corporation, unless and only to the extent
that the Delaware Court of Chancery or the court in which the action or suit is
brought determines upon application that, despite the adjudication of liability
but in light of the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expense as the court deems proper.
NiSource Inc.'s Amended and Restated Certificate of Incorporation permits
NiSource Inc. and its subsidiaries to purchase and maintain insurance on behalf
of any person who is a director or officer for acts committed in their
capacities as such directors or officers that are determined not to be
indemnifiable under NiSource's indemnity provisions. NiSource Inc. currently
maintains such liability insurance.
Article VIII of NiSource Finance Corp.'s By-Laws provides for
indemnification by NiSource Finance Corp. of any 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, whether civil, criminal, administrative or investigative,
formal or informal by reason of the fact such person was a director, officer,
employee or agent of NiSource Finance Corp., or is or was serving at the request
of NiSource Finance Corp. as a director, officer, employee, agent, partner,
trustee or member or in another authorized capacity of or for another
corporation, unincorporated association, business trust, partnership, joint
venture, trust or other legal entity, against expenses (including attorneys'
fees), judgments, penalties, fines and amounts paid in settlement
II-1
<PAGE> 27
actually and reasonably incurred by such person in connection with such
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, formal or informal, if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interest of NiSource Finance Corp. and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful; except that, in the case of an action by or in the right
of NiSource Finance Corp. to procure judgment in its favor, no indemnification
shall be made in respect of any claim, issue, or matter as to which such person
shall have been adjudged to be liable for willful negligence or misconduct in
the performance of such person's duties to NiSource Finance Corp. unless and
only to the extent that a court of equity or the court in which such action was
pending shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper. To the extent such a person is successful on the merits or
otherwise in defense of any action, claim, issue or matter referred to herein,
such person shall be indemnified against expenses (including attorneys' fees),
judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by such person in such action, claim, issue or matter.
As authorized under NiSource Finance Corp.'s By-Laws and the Indiana
Business Corporation Law, NiSource Finance has insurance which insures directors
and officers for acts committed as such directors or officers which are
determined not to be indemnifiable under NiSource Finance Corp.'s indemnity
provisions.
ITEM 16. EXHIBITS.
Reference is made to information in the Exhibit Index filed as a part of
this Registration Statement.
ITEM 17. UNDERTAKINGS.
Each undersigned registrant hereby undertakes:
(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 prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
II-2
<PAGE> 28
(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 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 will be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time will 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.
Each undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
NiSource Inc.'s annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement will be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time will 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, each
registrant has 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 such registrant of expenses
incurred or paid by a director, officer or controlling person of such registrant
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, such registrant 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.
Each undersigned registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act of 1939 in accordance
with the rules and regulations prescribed by the Commission under Section
305(b)(2) of the Trust Indenture Act of 1939.
II-3
<PAGE> 29
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 Town of Merrillville, State of Indiana, on November 3, 2000.
NISOURCE INC.
(Registrant)
By: /s/ STEPHEN P. ADIK
--------------------------------------
Stephen P. Adik
Vice Chairman
POWER OF ATTORNEY
Know All Persons By These Presents, that each person whose signature
appears below constitutes and appoints Stephen P. Adik, his or her true lawful
attorney-in-fact and agent with full power of substitution and re-substitution
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority, to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, to all intents and purposes and as fully
as they might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent or his substitute may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Chairman, President and Chief Executive
Officer and Director November 3,
/s/ GARY L. NEALE Principal Executive Officer) 2000
-------------------------------
Gary L. Neale
/s/ STEPHEN P. ADIK Vice Chairman and Director November 3,
------------------------------- 2000
Stephen P. Adik
Executive Vice President and Chief
Financial Officer November 3,
/s/ MICHAEL O'DONNELL (Principal Financial Officer) 2000
-------------------------------
Michael O'Donnell
Vice President and
Controller November 3,
/s/ JEFFREY W. GROSSMAN (Principal Accounting Officer) 2000
-------------------------------
Jeffrey W. Grossman
</TABLE>
II-
<PAGE> 30
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
November 3,
/s/ STEVEN C. BEERING Director 2000
-------------------------------
Steven C. Beering
</TABLE>
II-
<PAGE> 31
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ ARTHUR J. DECIO Director November 3,
------------------------------- 2000
Arthur J. Decio
/s/ JAMES T. MORRIS Director November 3,
------------------------------- 2000
James T. Morris
/s/ DENNIS E. FOSTER Director November 3,
------------------------------- 2000
Dennis E. Foster
/s/ IAN M. ROLLAND Director November 3,
------------------------------- 2000
Ian M. Rolland
/s/ JOHN W. THOMPSON Director November 3,
------------------------------- 2000
John W. Thompson
/s/ ROBERT J. WELSH Director November 3,
------------------------------- 2000
Robert J. Welsh
/s/ CAROLYN Y. WOO Director November 3,
------------------------------- 2000
Carolyn Y. Woo
/s/ ROGER A. YOUNG Director November 3,
------------------------------- 2000
Roger A. Young
</TABLE>
II-
<PAGE> 32
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 Town of Merrillville, State of Indiana, on November 3, 2000.
NISOURCE FINANCE CORP.
(Registrant)
By: /s/ GARY L. NEALE
----------------------------------
Gary L. Neale
President
POWER OF ATTORNEY
Know All Persons By These Presents, that each person whose signature
appears below constitutes and appoints Stephen P. Adik, his or her true lawful
attorney-in-fact and agent with full power of substitution and re-substitution
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority, to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, to all intents and purposes and as fully
as they might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent or his substitute may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Chairman, President and Director November 3,
/s/ GARY L. NEALE (Principal Executive Officer) 2000
-------------------------------
Gary L. Neale
Vice President and Director
(Principal Financial Officer and November 3,
/s/ STEPHEN P. ADIK Principal Accounting Officer) 2000
-------------------------------
Stephen P. Adik
</TABLE>
II-
<PAGE> 33
EXHIBIT INDEX
The following documents are filed as part of the Registration Statement
or are incorporated by reference.
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
------ --------------------
1.1* Form of Underwriting Agreement
3.1 Amended and Restated Certificate of Incorporation of NiSource Inc.
(incorporated by reference to Exhibit 3.1 to the NiSource Inc. Current
Report on Form 8-K filed November 1, 2000)
3.2 Amended and Restated Bylaws of NiSource Inc. (incorporated by
reference to Exhibit 3.4 to the NiSource Inc. Current Report on Form
8-K filed November 1, 2000)
4.1 Form of Indenture, among NiSource Finance Corp., NiSource Inc., as
guarantor, and The Chase Manhattan Bank, as Trustee
4.2 Rights Agreement between NiSource Inc. and ChaseMellon Shareholder
Services, L.L.C., as rights agent, dated November 1, 2000
(incorporated by reference to Exhibit 4.1 to the NiSource Inc. Current
Report on Form 8-K filed November 1, 2000)
5.1* Opinion of Schiff Hardin & Waite
12.1* Statement Regarding Computation of Ratios of Earnings to Fixed Charges
23.1 Consent of Arthur Andersen LLP with respect to NiSource Inc.
23.2 Consent of Arthur Andersen LLP with respect to Columbia Energy Group.
23.3 Consent of Schiff Hardin & Waite (included in Exhibit 5.1).
24.1 Powers of Attorney (included in the signature pages)
25.1 Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Trustee for the Indenture with respect to
Debt Securities.
25.2 Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Trustee for the Indenture with respect to
Guarantees of Debt Securities.
-------------
* To be filed by amendment or incorporated by reference from reports filed
under the Securities Exchange Act of 1934.
