WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 31, 2000
NISOURCE INC.
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(Exact Name of Registrant as Specified in Its Charter)
Indiana 1-9779 35-1719974
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
801 E. 86TH AVENUE, MERRILLVILLE, INDIANA 46410
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (219) 853-5200
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
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On March 31, 2000, the Agreement and Plan of Merger dated as of
February 27, 2000, as amended and restated as of March 31, 2000
("Amended Merger Agreement"), among Columbia Energy Group, a Delaware
corporation ("Columbia"), NiSource Inc., an Indiana corporation
("NiSource"), New NiSource Inc., a Delaware corporation ("New
NiSource"), Parent Acquisition Corp., an Indiana corporation and
wholly owned subsidiary of New NiSource, Company Acquisition Corp., a
Delaware corporation and wholly owned subsidiary of New NiSource, and
NiSource Finance Corp., an Indiana corporation and wholly owned
subsidiary of New NiSource was executed. The Amended Merger
Agreement adds New NiSource, Parent Acquisition Corp. and Company
Acquisition Corp., which are the special purpose entities formed to
complete the mergers, as parties. The Amended Merger Agreement also
adds NiSource Finance Corp., which is a newly-formed subsidiary of
NiSource organized for purposes of the merger financing, as a party
and makes other technical changes.
The description of the Amended Merger Agreement set forth above
does not purport to be complete and is qualified in its entirety by
the provisions of the Agreement and Plan of Merger dated as of
February 27, 2000, as amended and restated as of March 31, 2000, among
Columbia, NiSource, New NiSource Inc., Parent Acquisition Corp.,
Company Acquisition Corp. and NiSource Finance Corp., which is
attached as Exhibit 2.1 and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
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The following exhibit is filed herewith:
2.1 Agreement and Plan of Merger dated as of February 27, 2000, as
amended and restated as of March 31, 2000, among Columbia Energy
Group, NiSource Inc., New NiSource Inc., Parent Acquisition
Corp., Company Acquisition Corp. and NiSource Finance Corp.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
NISOURCE INC.
(Registrant)
Dated: April 3, 2000 By: /s/ Nina M. Rausch
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Name: Nina M. Rausch
Title: Secretary
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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2.1 Agreement and Plan of Merger dated as of February
27, 2000, as amended and restated as of March 31,
2000, among Columbia Energy Group, NiSource Inc.,
New NiSource Inc., Parent Acquisition Corp.,
Company Acquisition Corp. and NiSource Finance
Corp.