SECURITIES AND EXCHANGE COMMISSION
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) November 1, 2000
COLUMBIA ENERGY GROUP
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 1-1098 13-1594808
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
13880 DULLES CORNER LANE, HERNDON, VA 20171-4600
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (703) 561-6000
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 1. CHANGE IN CONTROL.
On November 1, 2000, NiSource Inc., an Indiana corporation
("NiSource"), acquired Columbia Energy Group, a Delaware corporation
("Columbia"), in accordance with the Agreement and Plan of Merger,
dated as of February 27, 2000, as amended and restated as of March 31,
2000, among NiSource, Columbia, New NiSource Inc. ("New NiSource") and
the other parties thereto. New NiSource, a Delaware corporation, was
formed to act as the holding company of NiSource and Columbia after
the closing of the acquisition of Columbia by NiSource (the
"Acquisition"). After the closing of the Acquisition, NiSource was
merged with and into New NiSource, and New NiSource changed its name
to "NiSource Inc."
In the Acquisition, Columbia stockholders will receive for each
of their shares of Columbia common stock, subject to proration and
certain limitations, either $70 in cash and $2.60 in face value of
NiSource SAILS{SM}, a unit consisting of a forward equity contract and
a zero coupon debt security or 3.04414 shares of NiSource common
stock. Preliminary estimates indicate that Columbia stockholders
receiving NiSource common stock will receive cash instead of
fractional shares. Columbia stockholders holding approximately 77% of
the total outstanding shares of Columbia common stock have elected to
receive NiSource common stock. Under the Merger Agreement, the amount
of New NiSource common stock issuable in the Acquisition is limited to
30% of the total outstanding shares of Columbia common stock. Since
Columbia stockholders owning more than 30% of the total outstanding
shares of common stock of Columbia elected NiSource common stock, the
stock election will be prorated. Under the proration, Columbia
stockholders who elected NiSource common stock will not receive
NiSource common stock for all of the shares of Columbia common stock
for which they elected NiSource common stock. Such stockholders will
also receive cash and NiSource SAILS. Such stockholders will also
receive cash instead of any fractional shares of NiSource common
stock.
Effective as of the closing of the Acquisition, the Columbia
Stockholder Purchase Plan ("Columbia DRP") was terminated.
Participants in the Columbia DRP who properly elected NiSource common
stock in the Acquisition will be rolled into the NiSource Automatic
Dividend Reinvestment and Share Purchase Plan ("NiSource DRP") unless
such participants indicated that they do not wish to participate in
the NiSource DRP. Participants in the Columbia DRP who did not elect
NiSource common stock in the Acquisition will receive cash and
NiSource SAILS.
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.
COLUMBIA ENERGY GROUP
(Registrant)
Dated: November 1, 2000 By: /s/ Stephen P. Adik
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Name: Stephen P. Adik
Title: Vice Chairman