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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from_____ to ______
Commission file number 001-161689
NISOURCE INC.
-------------
(Exact name of registrant as specified in its charter)
Delaware 35-2108964
------------------------------------ -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
801 East 86th Avenue 46410
Merrillville, Indiana -------------
------------------------------------ (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code 877-647-5990
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title OF EACH CLASS on which registered
----------------------------------------------------- -----------------------------------------
Common Shares New York, Chicago and Pacific
Preferred Share Purchase Rights New York, Chicago and Pacific
Obligations Pursuant to Support New York
Agreements with NiSource Capital Markets, Inc.
Corporate Premium Income Equity Securities New York
Stock Appreciation Income Linked Securities New York
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No .
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of February 28, 2001, 206,394,868 Common Shares were outstanding. The
aggregate market value of the Common Shares (based upon the February 28, 2001,
closing price of $28.63 on the New York Stock Exchange) held by non-affiliates
was approximately $5,800,000,000.00.
Documents Incorporated by Reference
-----------------------------------
Part III of this report incorporates by reference specific portions of the
Registrant's Notice of Annual Meeting and Proxy Statement dated March 12, 2001
relating to the Annual Meeting of Stockholders to be held on April 11, 2001.
1
REASON FOR AMENDMENT
The purpose of this Amendment No. 1 to the NiSource Inc. Annual Report on Form
10-K for the fiscal year ended December 31, 2000 is to amend Item 14 to add an
Exhibit 18 and to make certain other changes to the exhibit index.
2
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
Exhibits
The exhibits filed herewith as a part of this report on Form 10-K are listed
on the Exhibit Index included on pages 5 through 13. Each management contract
or compensatory plan or arrangement of NiSource listed on the Exhibit Index
is separately identified by an asterisk.
Financial Statement Schedules
All of the financial statements and financial statement schedules filed as a
part of the Annual Report on Form 10-K are included in Item 8.
Reports on Form 8-K
Financial
Item Statements
Reported Included Date of Event Date Filed
-------- ---------- ------------------- ----------------
2,5,7 YES November 1, 2000 November 1, 2000 (amendment filed November 30, 2000)
7 NO November 2, 2000 November 3, 2000
9 NO November 6, 2000 November 6, 2000 (amendment filed November 7, 2000)
5 NO November 7, 2000 November 7, 2000
5, 7 NO November 14, 2000 December 1, 2000
5 NO November 21, 2000 November 21, 2000
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused Amendment No. 1 to this report to be signed on its
behalf by the undersigned, hereunto duly authorized.
NiSource Inc.
----------------------------------
(Registrant)
Date December 17, 2001 By: /s/
------------------------ ---------------------------------
4
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF ITEM
------- -------------------
(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 (incorporated by
reference to Annex I to the joint proxy statement/prospectus dated
April 24, 2000, filed as a part of the Registration Statement on
Form S-4 (No. 333-33896)).
(3.1) Amended and Restated Certificate of Incorporation of NiSource Inc.,
effective October 31, 2000, as amended November 1, 2000
(incorporated by reference to Exhibit 3.1 to the NiSource Inc.
Current Report on Form 8-K dated November 1, 2000).
(3.2) Amended and Restated By-Laws of NiSource Inc. (incorporated by
reference to Exhibit 3.2 to the NiSource Inc. Annual Report on Form
10-K for the period ended December 31, 2000).
(4.1) Indenture dated August 1, 1939 between Northern Indiana Public
Service Company (Northern Indiana) and Trustees (incorporated by
reference to Exhibit 7 to the Northern Indiana Registration
Statement (Registration No. 2-5178)).
(4.2) Third Supplemental Indenture dated August 1, 1943 (incorporated by
reference to Exhibit 7-C to the Northern Indiana Registration
Statement (Registration No. 2-5178)).
(4.3) Eighteenth Supplemental Indenture dated September 1, 1967
(incorporated by reference to Exhibit 1 to the Northern Indiana
Current Report on Form 8-K dated October 9, 1967).
(4.4) Nineteenth Supplemental Indenture dated October 1, 1968
(incorporated by reference to Exhibit 1 to the Northern Indiana
Current Report on Form 8-K dated November 8, 1968).
(4.5) Twenty-third Supplemental Indenture dated March 31, 1972
(incorporated by reference to Exhibit 2 to the Northern Indiana
Current Report on Form 8-K dated May 5, 1972).
(4.6) Thirty-third Supplemental Indenture dated June 1, 1980 (incorporated
by reference to Exhibit 1 to the Northern Indiana Quarterly Report
on Form 10-Q for the quarter ended June 30, 1980).
(4.7) Forty-first Supplemental Indenture dated July 1, 1991 (incorporated
by reference to Exhibit 1 to the Northern Indiana Current Report on
Form 8-K dated March 25, 1992).
(4.8) Indenture dated as of March 1, 1988, between Northern Indiana and
Manufacturers Hanover Trust Company, as Trustee (incorporated by
reference to Exhibit 4 to the Northern Indiana Registration
Statement (Registration No. 33-44193)).
(4.9) First Supplemental Indenture dated as of December 1, 1991, between
Northern Indiana and Manufacturers Hanover Trust Company, as Trustee
(incorporated by reference to Exhibit 4.1 to the Northern Indiana
Registration Statement (Registration No. 33-63870)).
(4.10) Memorandum of Agreement with City of Michigan City, Indiana
(incorporated by reference to Exhibit 7 to the Northern Indiana
Registration Statement (Registration No. 2-48531)).
5
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF ITEM
------- -------------------
(4.11) Financing Agreement No. 1 dated November 1, 1988, between Northern
Indiana and Jasper County, Indiana regarding $37,000,000 Series
1988A Pollution Control Refunding Revenue Bonds. Identical Financing
agreements between Northern Indiana and Jasper County, Indiana
provide for the issuance of $47,000,000 Series 1988B, $46,000,000
Series 1988C and $24,000,000 Series 1988D Pollution Control
Refunding Revenue Bonds (incorporated by reference to Exhibit 8 to
the Northern Indiana Current Report on Form 8-K dated March 16,
1989).
(4.12) Financing Agreement dated July 1, 1991, with Jasper County, Indiana
regarding $55,000,000 Series 1991 Collateralized Pollution Control
Refunding Revenue Bonds (incorporated by reference to Exhibit 3 to
the Northern Indiana Current Report on Form 8-K dated March 25,
1992).
(4.13) Financing Agreement dated August 1, 1994, with Jasper County,
Indiana regarding $10,000,000 Series 1994A, $18,000,000 Series 1994B
and $41,000,000 Series 1994C Pollution Control Refunding Revenue
Bonds (incorporated by reference to Exhibit 4.16 to the Northern
Indiana Annual Report on Form 10-K for year ended December 31,
1994).
(4.14) Indenture between NIPSCO Industries, Inc., NIPSCO Capital Markets,
Inc. and Chemical Bank as Trustees dated February 1, 1996
(incorporated by reference to Exhibit 1 to the NIPSCO Industries,
Inc. Registration Statement (Registration No. 33-65285)).
(4.15) Rights Agreement, dated November 1, 2000, between NiSource Inc. and
ChaseMellon Shareholder Services, L.L.C., as rights agent.
(incorporated by reference to Exhibit 4.1 to the NiSource Inc.
Current Report on Form 8-K dated November 1, 2000).
(4.16) Indenture Agreement between NIPSCO Industries, Inc., NIPSCO Capital
Markets, Inc. and Chase Manhattan Bank as trustee dated February 14,
1997 (incorporated by reference to Exhibit 4.1 to the NIPSCO
Industries, Inc. Registration Statement (Registration No.
333-22347)).
(4.17) Fourteenth Supplemental Indenture dated as of January 15, 1978,
between the Fidelity Bank, and IWC, including as Appendix A the
"Restatement of Principal Indenture of Indianapolis Water Company,"
which, except as otherwise specified, restates the granting clauses
and all other sections contained in the First Mortgage dated July 1,
1936, between Fidelity-Philadelphia Trust Company and IWC as amended
by the Fourth, Fifth, Sixth, Eighth, Twelfth and Fourteenth
Supplemental Indentures (incorporated by reference to Exhibit 4-B1
to IWC's Annual Report on Form 10-K for the year ended December 31,
1980).
(4.18) Eleventh Supplemental Indenture dated as of December 1, 1971
(incorporated by reference to Exhibit 4-B6 to IWC's Annual Report on
Form 10-K for the year ended December 31, 1980).
(4.19) Seventeenth Supplemental Indenture dated as of March 1, 1989,
between Fidelity Bank, National Association and IWC (incorporated by
reference to Exhibit 4-A9 to the IWC Resources Corporation (IWCR)
Annual Report on Form 10-K for the year ended December 31, 1988).
(4.20) Eighteenth Supplemental Indenture dated as of March 1, 1989, between
Fidelity Bank, National Association and IWC (incorporated by
reference to Exhibit 4-A10 to IWCR's Annual Report on Form 10-K for
the year ended December 31, 1988).
(4.21) Nineteenth Supplemental Indenture dated as of June 1, 1989, between
Fidelity Bank, National Association and IWC (incorporated by
reference to Exhibit 4-A9 to IWCR's Registration Statement
(Registration No. 33-43939)).
6
EXHIBIT
NUMBER DESCRIPTION OF ITEM
------- -------------------
(4.22) Twentieth Supplemental Indenture dated as of December 1, 1992,
between Fidelity Bank, National Association and IWC (incorporated by
reference to Exhibit 4-A9 to IWCR's Annual Report on Form 10-K for
the year ended December 31, 1992).
(4.23) Twenty-first Supplemental Indenture dated as of December 1, 1992,
between Fidelity Bank, National Association and IWC (incorporated by
reference to Exhibit 4-A10 to IWCR's Annual Report on Form 10-K for
the year ended December 31, 1992).
(4.24) Twenty-second Supplemental Indenture dated as of April 1, 1993,
between IWC and Fidelity Bank, National Association (incorporated by
reference to Exhibit 4.15 to IWCR's Annual Report on Form 10-K for
the year ended December 31, 1993).
(4.25) Indenture of Trust dated as of December 1, 1992, between City of
Indianapolis, Indiana, and IWC to National City Bank, Indiana, as
Trustee (incorporated by reference to Exhibit 10-J to IWCR's Annual
Report on Form 10-K for the year ended December 31, 1992).
(4.26) Loan Agreement dated as of December 1, 1992, between IWC and City of
Indianapolis, Indiana (incorporated by reference to Exhibit 10-K to
IWCR's Annual Report on Form 10-K for the year ended December 31,
1992).
(4.27) Guaranty Agreement dated as of December 1, 1992, between IWCR and
National City Bank, Indiana, as Trustee (incorporated by reference
to Exhibit 10-L to IWCR's Annual Report on Form 10-K for the year
ended December 31, 1992).
(4.28) Indenture of Trust, City of Indianapolis, Indiana, and IWC to
National City Bank, Indiana, as Trustee, dated as of April 1, 1993
(incorporated by reference to Exhibit 4.14 to IWCR's Annual Report
on Form 10-K for the year ended December 31, 1993).
(4.29) Loan Agreement dated as of April 1, 1993, between IWC and the City
of Indianapolis (incorporated by reference to Exhibit 10.11 to
IWCR's Annual Report on Form 10-K for the year ended December 31,
1993).
(4.30) Guaranty Agreement between IWCR and National City Bank, Indiana, as
Trustee, dated as of April 1, 1993 (incorporated by reference to
Exhibit 10.12 to IWCR's Annual Report on Form 10-K for the year
ended December 31, 1993).
(4.31) Note Agreement dated as of March 1, 1994, between IWCR and American
United Life Insurance Company (incorporated by reference to Exhibit
10.12 to IWCR's Annual Report on Form 10-K for the year ended
December 31, 1992).
(4.32) Indenture of Trust of Town of Fishers and IWC to National City Bank
of Indiana, As Trustee, dated as of July 15, 1998 (including Form of
$30,000,000 Town of Fishers, Indiana Economic Development Water
Facilities Refunding Revenue bond, series 1998 (Indianapolis Water
Company Project) (incorporated by reference to Exhibit 4.1 to NIPSCO
Industries, Inc.'s Quarterly Report on Form 10-Q for the period
ended September 30, 1998).
(4.33) Indenture of Trust of City of Indianapolis, Indiana and IWC to
National City Bank of Indiana, As Trustee, dated as of July 15, 1998
(including Form of $10,000,000 City of Indianapolis, Indiana
Economic Development Water Facilities Refunding Revenue Bonds,
Series 1998 (Indianapolis Water Company Project) (incorporated by
reference to Exhibit 4.2 to NIPSCO Industries, Inc.'s Quarterly
Report on Form 10-Q for the period ended September 30, 1998).
7
EXHIBIT
NUMBER DESCRIPTION OF ITEM
------- -------------------
(4.34) Certificate of Trust of NIPSCO Capital Trust I by and among Chase
Manhattan Bank Delaware, The Chase Manhattan Bank, Stephen P. Adik,
Francis P. Girot, Jr., and Arthur A. Paquin dated December 17, 1998
(incorporated by reference to Exhibit 4.6 to the NIPSCO Industries,
Inc. Registration Statement on Form S-3 dated December 18, 1998).
(4.35) Amended and Restated Declaration of Trust of NIPSCO Capital Trust I
by and among NIPSCO Capital Markets, Inc., The Chase Manhattan Bank,
Chase Manhattan Bank Delaware, Stephen P. Adik, Francis P. Girot,
Jr., and Arthur A. Paquin dated February 16, 1999 (incorporated by
reference to Exhibit 4.35 to the NiSource Inc. Annual Report on Form
10-K for the period ended December 31, 1999).
(4.36) First Supplemental Indenture dated February 16, 1999, by and among
NIPSCO Capital Markets, Inc., NIPSCO Industries, Inc., and the Chase
Manhattan Bank, as Trustee (incorporated by reference to Exhibit
4.36 to the NiSource Inc. Annual Report on Form 10-K for the period
ended December 31, 1999).
(4.37) Purchase Contract Agreement by and among NIPSCO Industries, Inc. and
The Chase Manhattan Bank, as Purchase Contract Agent, dated February
16, 1999 (incorporated by reference to Exhibit 4.37 to the NiSource
Inc. Annual Report on Form 10-K for the period ended December 31,
1999).
(4.38) Pledge Agreement by and among NIPSCO Industries, Inc., The First
National Bank of Chicago, as Collateral Agent and Securities
Intermediary, and The Chase Manhattan Bank, As Purchase Contract
Agent dated February 16, 1999 (incorporated by reference to Exhibit
4.38 to the NiSource Inc. Annual Report on Form 10-K for the period
ended December 31, 1999).
(4.39) Remarketing Agreement dated February 16, 1999, among NIPSCO
Industries, Inc., NIPSCO Capital Markets, Inc., NIPSCO Capital
Trust I, and Lehman Brothers Inc., as Remarketing Agent
(incorporated by reference to Exhibit 4.39 to the NiSource Inc.
Annual Report on Form 10-K for the period ended December 31, 1999).
(4.40) Indenture, dated November 1, 2000, between NiSource Inc. and The
Chase Manhattan Bank, as trustee (incorporated by reference to
Exhibit 4.3 to the NiSource Inc. Current Report on Form 8-K dated
November 1, 2000).
(4.41) First Supplemental Indenture, dated November 1, 2000, between
NiSource Inc. and The Chase Manhattan Bank, as trustee (incorporated
by reference to Exhibit 4.4 to the NiSource Inc. Current Report on
Form 8-K dated November 1, 2000).
(4.42) Purchase Contract Agreement, dated November 1, 2000, between
NiSource Inc. and The Chase Manhattan Bank, as purchase contract
agent (incorporated by reference to Exhibit 4.5 to the NiSource Inc.
Current Report on Form 8-K dated November 1, 2000).
(4.43) Pledge Agreement, dated November 1, 2000, between NiSource Inc.,
Bank One, National Association, as collateral agent, Bank One,
National Association, as securities intermediary, and The Chase
Manhattan Bank, as purchase contract agent (incorporated by
reference to Exhibit 4.6 to the NiSource Inc. Current Report on Form
8-K dated November 1, 2000).
(4.44) Remarketing Agreement, dated November 1, 2000, between NiSource Inc.
and Credit Suisse First Boston Corporation, as remarketing Agent
(incorporated by reference to Exhibit 4.7 to the NiSource Inc.
Current Report on Form 8-K dated November 1, 2000).
8
EXHIBIT
NUMBER DESCRIPTION OF ITEM
------- -------------------
(4.45) Second Supplemental Indenture, dated as of November 1, 2000, among
NiSource Capital Markets, Inc., NiSource Inc., New NiSource Inc.,
and The Chase Manhattan Bank, as trustee (incorporated by reference
to Exhibit 4.45 to the NiSource Inc. Annual Report on Form 10-K for
the period ended December 31, 2000).
(4.46) First Supplemental Indenture, dated as of November 1, 2000, among
NiSource Capital Markets, Inc., NiSource Inc., and The Chase
Manhattan Bank, as trustee (incorporated by reference to Exhibit
4.46 to the NiSource Inc. Annual Report on Form 10-K for the period
ended December 31, 2000).
(4.47) Supplemental Agreement dated November 1, 2000, between NiSource
Inc., The Chase Manhattan Bank, as purchase contract agent, and The
First National Bank of Chicago, as collateral agent and securities
intermediary (incorporated by reference to Exhibit 4.47 to the
NiSource Inc. Annual Report on Form 10-K for the period ended
December 31, 2000).
(4.48) 364-Day Revolving Credit Agreement, dated as of November 1, 2000,
among NiSource Finance Corp., as Borrower, NiSource Inc. and New
NiSource Inc., as Guarantors, Credit Suisse First Boston and
Barclays Bank PLC, as Co-Syndication Agents and lenders, Credit
Suisse First Boston, as Administrative Agent, and Barclays Bank PLC,
as Documentation Agent. (incorporated by reference to Exhibit 10.1
to the NiSource Inc. Current Report on Form 8-K dated November 1,
2000).
(4.49) Indenture, dated November 14, 2000, among NiSource Finance Corp.,
NiSource Inc., as guarantor, and The Chase Manhattan Bank, as
Trustee (incorporated by reference to Exhibit 4.3 to the NiSource
Inc. Form S-3, dated January 17, 2001 (Registration No. 333-49330)).
(4.50) Indenture between The Columbia Gas System, Inc. and Marine Midland
Bank, N.A. Trustee, dated as of November 28, 1995 (incorporated by
reference to Exhibit 4-S to the Columbia Gas System Registration
Statement (Registration No. 33-64555)).
(4.51) First Supplemental Indenture, between The Columbia Gas System, Inc.
and Marine Midland Bank, N.A. Trustee, dated as of November 28, 1995
(incorporated by reference to Exhibit 4-T to the Columbia Gas System
Registration Statement (Registration No. 33-64555)).
(4.52) Second Supplemental Indenture, between The Columbia Gas System,
Inc., and Marine Midland Bank, N.A. Trustee, dated as of
November 28, 1995 (incorporated by reference to Exhibit 4-U to the
Columbia Gas System Registration Statement (Registration No.
33-64555)).
(4.53) Third Supplemental Indenture, between The Columbia Gas System, Inc.
and Marine Midland Bank, N.A. Trustee, dated as of November 28, 1995
(incorporated by reference to Exhibit 4-V to the Columbia Gas System
Registration Statement (Registration No. 33-64555)).
(4.54) Fourth Supplemental Indenture, between The Columbia Gas System, Inc.
and Marine Midland Bank, N.A. Trustee, dated as of November 28, 1995
(incorporated by reference to Exhibit 4-W to the Columbia Gas System
Registration Statement (Registration No. 33-64555)).
(4.55) Fifth Supplemental Indenture, between The Columbia Gas System, Inc.
and Marine Midland Bank, N.A. Trustee, dated as of November 28, 1995
(incorporated by reference to Exhibit 4-X to the Columbia Gas System
Registration Statement (Registration No. 33-64555)).
(4.56) Sixth Supplemental Indenture, between The Columbia Gas System, Inc.
and Marine Midland Bank, N.A. Trustee, dated as of November 28, 1995
(incorporated by reference to Exhibit 4-Y to the Columbia Gas System
Registration Statement (Registration No. 33-64555)).
9
EXHIBIT
NUMBER DESCRIPTION OF ITEM
------- -------------------
(4.57) Seventh Supplemental Indenture, between The Columbia Gas System,
Inc. and Marine Midland Bank, N.A., Trustee, dated as of
November 28, 1995 (incorporated by reference to Exhibit 4-Z to the
Columbia Gas System Registration Statement (Registration No.
33-64555)).
(4.58) Instrument of Resignation, Appointment and Acceptance dated as of
March 1, 1999, between Columbia Energy Group and Marine Midland
Bank, as Resigning Trustee and The First National Bank of Chicago,
as Successor Trustee (incorporated by reference to Exhibit 4-I to
the Columbia Energy Group Annual Report on Form 10-K for the period
ended December 31, 1998.
(4.59) 3-Year Revolving Credit Agreement, dated as of March 23, 2001, among
NiSource Finance Corp., as Borrower, NiSource Inc., as Guarantor,
the Lead Arrangers, Arrangers, Senior Managing Agents, Managers, and
Lenders party thereto, as Lenders, Credit Suisse First Boston, as
Syndication Agent, Bank One, National Association (Main Office,
Chicago), Citibank, N.A., Toronto Dominion (Texas), Inc. as
Co-Documentation Agents, Barclays Bank PLC, as Administrative Agent
and LC Bank, Barclays Capital and Credit Suisse First Boston, as
Lead Arrangers and Barclays Capital, as Sole Book Runner
(incorporated by reference to Exhibit 4.60 to the NiSource Inc.
Annual Report on Form 10-K for the period ended December 31, 2000).
(4.60) First Amendment to Financing Agreement No. 1, dated as of November
1, 2000, between Jasper County and Northern Indiana regarding Series
1988A Pollution Control Refunding Revenue Bonds. Northern Indiana
entered into identical First Amendments to Financing Agreements
Nos. 2, 3 and 4, each dated as of November 1, 2000, between Jasper
County and Northern Indiana in connection with the Series 1988B,
1988C and 1988D Pollution Control Refunding Revenue Bonds
(incorporated by reference to Exhibit 4.61 to the NiSource Inc.
Annual Report on Form 10-K for the period ended December 31, 2000).
(4.61) First Amendment to Financing Agreement, dated as of November 1, 2000
between Jasper County, Indiana and Northern Indiana regarding the
Series 1994A, 1994B and 1994C Pollution Control Refunding Revenue
Bonds (incorporated by reference to Exhibit 4.62 to the NiSource
Inc. Annual Report on Form 10-K for the period ended December 31,
2000).
(10.1) Supplemental Life Insurance Plan effective January 1, 1991
(incorporated by reference to Exhibit 2 to the NIPSCO Industries,
Inc. Current Report on Form 8-K dated March 25, 1992).*
(10.2) Executive Deferred Compensation Plan effective December 1, 1990
(incorporated by reference to Exhibit 3 to the NIPSCO Industries,
Inc. Current Report on Form 8-K dated March 25, 1992).*
(10.3) Form of Change in Control and Termination Agreements and Schedule of
Parties to the Agreements (incorporated by reference to Exhibit 10.3
to the NiSource Inc. Annual Report on Form 10-K for the period ended
December 31, 2000).*
(10.4) Nonemployee Director Stock Incentive Plan of NIPSCO Industries, Inc.
(As Amended and Restated Effective February 1, 1998, incorporated by
reference to exhibit 10.3 to the NIPSCO Industries, Inc. Annual
Report on Form 10-K for the year ended December 31, 1998)*
(10.5) First Amendment to NiSource Inc. Nonemployee Director Stock
Incentive Plan (Effective April 1, 1999) (incorporated by reference
to Exhibit 10.5 to the NiSource Inc. Annual Report on Form 10-K for
the period ended December 31, 1999).*
(10.6) NiSource Inc. Long-Term Incentive Plan (As Amended and Restated
Effective April 14, 1999) (incorporated by reference to Exhibit 10.6
to the NiSource Inc. Annual Report on Form 10-K for the period ended
December 31, 1999).*
* Management contract or compensatory plan or arrangement of NiSource Inc.
10
EXHIBIT
NUMBER DESCRIPTION OF ITEM
------- -------------------
(10.7) Amended and Restated Pension Plan Provisions effective January 1,
1989 (incorporated by reference to Exhibit 17 to the Northern
Indiana Current Report on Form 8-K dated March 25, 1992).*
(10.8) NiSource Inc. 1994 Long-Term Incentive Plan (As Amended and Restated
Effective January 1, 2000) (incorporated by reference to Annex VI to
the joint proxy statement/prospectus dated April 24, 2000, filed as
a part of the Registration Statement on Form S-4 (No. 333-33896)).*
(10.9) NIPSCO Industries, Inc. Directors' Charitable Gift Program effective
September 27, 1994 (incorporated by reference to Exhibit 10.8 to the
NiSource Annual Report on Form 10-K for the year ended December 31,
1996).*
(10.10) Employment Agreement (incorporated by reference to Exhibit 10.13 to
the NIPSCO Industries, Inc. Annual Report on Form 10-K for the year
ended December 31, 1997).*
(10.11) Executive Supplemental Pension Agreement (incorporated by reference
to Exhibit 10.14 the NIPSCO Industries, Inc. Annual Report on Form
10-K for the year ended December 31, 1997).*
(10.12) Agreement dated October 18, 1971, between IWC and Department of
Public Works of the City of Indianapolis, Indiana, regarding the
purchase of water at Eagle Creek Reservoir (incorporated by
reference to Exhibit 5 to IWC's Registration Statement (Registration
Statement No. 2-55201)).
(10.13) Letter Agreement dated October 25, 1999, between Mr. Roger A. Young
and NiSource Inc. (incorporated by reference to Exhibit 10.1 to
NiSource Inc.'s Quarterly Report on Form 10-Q for the period ended
September 30, 1999).*
(10.14) Letter Agreement dated April 9, 1999, between Mr. Joseph L. Turner,
Jr. and NiSource Inc. (incorporated by reference to Exhibit 10.2 to
NiSource Inc.'s Quarterly Report on Form 10-Q for the period ended
September 30, 1999).*
(10.15) Amended and Restated Indenture of Mortgage and Deed of Trust by
Columbia Gas Transmission Corporation to Wilmington Trust Company,
dated as of November 28, 1995 (incorporated by reference to Exhibit
10-AF to the Columbia Energy Group Annual Report on Form 10-K for
the period ended December 31, 1995).
(10.16) $50,000,000 Amended and Restated Credit Agreement dated October 11,
2000, among Columbia Energy Group and certain banks party thereto
and Citibank, N.A. as Administrative and Syndication Agent
(incorporated by reference to Exhibit 10-CQ to the Columbia Energy
Group Annual Report on Form 10-K for the period ended September 30,
2000).
(10.17) $850,000,000 Amended and Restated Credit Agreement dated October 11,
2000, among Columbia Energy Group and certain banks party thereto
and Citibank, N.A. as Administrative and Syndication Agent
(incorporated by reference to Exhibit 10-CR to the Columbia Energy
Group Annual Report on Form 10-K for the period ended September 30,
2000).
(10.18) Annual Incentive Compensation Plan of The Columbia Gas System, Inc.,
as amended, dated as of November 16, 1988 (incorporated by reference
to Exhibit 10-BB to Columbia Energy Group's Annual Report on Form
10-K for the period ended December 31, 1988).
*Management contract or compensatory plan or arrangement of NiSource Inc.
11
EXHIBIT
NUMBER DESCRIPTION OF ITEM
------- -------------------
(10.19) Memorandum of Understanding among the Millennium Pipeline Project
partners (Columbia Transmission, West Coast Energy, MCN Investment
Corp. and TransCanada Pipelines Limited) dated December 1, 1997
(incorporated by reference to Exhibit 10-CF to Columbia Energy
Group's Annual Report on Form 10-K for the period ended December 31,
1998).
(10.20) Agreement of Limited Partnership of Millennium Pipeline Company,
L.P. dated May 31, 1998 (incorporated by reference to Exhibit 10-CG
to Columbia Energy Group's Annual Report on Form 10-K for the period
ended December 31, 1998).
(10.21) Contribution Agreement Between Columbia Gas Transmission Corporation
and Millennium Pipeline Company, L.P. dated July 31, 1998
(incorporated by reference to Exhibit 10-CH to Columbia Energy
Group's Annual Report on Form 10-K for the period ended December 31,
1998).
(10.22) Regulations of Millennium Pipeline Management Company, L.L.C. dated
May 31, 1998 (incorporated by reference to Exhibit 10-CI to Columbia
Energy Group's Annual Report on Form 10-K for the period ended
December 31, 1998).
(10.23) Nonemployee Director Retirement Plan (incorporated by reference to
Exhibit 10.16 to the NiSource Inc. Annual Report on Form 10-K for
the period ended December 31, 1999).*
(10.24) Nonemployee Director Restricted Stock Unit Plan (Effective January
1, 1999) (incorporated by reference to Exhibit 10.17 to the NiSource
Inc. Annual Report on Form 10-K for the period ended December 31,
1999).*
(10.25) First Amendment to Nonemployee Director Restricted Stock Unit Plan
(Effective April 1, 1999) (incorporated by reference to Exhibit
10.18 to the NiSource Inc. Annual Report on Form 10-K for the period
ended December 31, 1999).
(10.26) Supplemental Executive Retirement Plan (incorporated by reference to
Exhibit 10.19 to the NiSource Inc. Annual Report on Form 10-K for
the period ended December 31, 1999).*
(10.27) Pension Restoration Plan of The Columbia Gas System, Inc., amended
and restated March 1, 1997 (incorporated by reference to Exhibit
10.27 of the NiSource Inc. Quarterly Report on Form 10-Q for the
period ended September 30, 2001).
(10.28) Thrift Restoration Plan of The Columbia Gas System, Inc. dated
January 1, 1989 (incorporated by reference to Exhibit 10.28 of the
NiSource Inc. Quarterly Report on Form 10-Q for the period ended
September 30, 2001).
(10.29) Agreement dated December 18, 2000 between Catherine G. Abbott and
NiSource Inc. (incorporated by reference to Exhibit 10.29 to the
NiSource Inc. Annual Report on Form 10-K for the period ended
December 31, 2000).*
(10.30) Natural Gas Advance Sale Contract, dated December 1, 1999, between
Columbia Natural Resources, Inc. and Mahonia II Limited
(incorporated by reference to Exhibit 10.30 to the NiSource Inc.
Quarterly Report on Form 10-Q for the period ended March 31, 2001).
(10.31) First Amendment to Natural Gas Advance Sale Contract (dated
December 1, 1999), effective March 30, 2001, between Columbia
Natural Resources, Inc. and Mahonia II Limited (incorporated by
reference to Exhibit 10.31 to the NiSource Inc. Quarterly Report on
Form 10-Q for the period ended March 31, 2001).
* Management contract or compensatory plan or arrangement of NiSource Inc.
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(10.32) Natural Gas Advance Sale Contract, dated August 24, 2000, between
Columbia Natural Resources, Inc. and Mahonia II Limited
(incorporated by reference to Exhibit 10.32 to the NiSource Inc.
Quarterly Report on Form 10-Q for the period ended March 31, 2001).
(10.33) First Amendment to Natural Gas Advance Sale Contract (dated
August 24, 2000), effective March 30, 2001, between Columbia Natural
Resources, Inc. and Mahonia II Limited (incorporated by reference to
Exhibit 10.33 to the NiSource Inc. Quarterly Report on Form 10-Q for
the period ended March 31, 2001).
(12) Ratio of Earnings to Fixed Charges (incorporated by reference to
Exhibit 12 to the NiSource Inc. Annual Report on Form 10-K for the
period ended December 31, 2000).
(18) Letter re Change in Accounting Principle.**
(21) List of Subsidiaries (incorporated by reference to Exhibit 21 to the
NiSource Inc. Annual Report on Form 10-K for the period ended
December 31, 2000).
(23) Consent of Arthur Andersen LLP (incorporated by reference to Exhibit
23 to the NiSource Inc. Annual Report on Form 10-K for the period
ended December 31, 2000).
** Exhibit filed herewith.
References made herein to Columbia Energy Group filings can be found at
Commission File Number 001-01098 and references made to NiSource Inc. filings
made prior to November 1, 2000 can be found at Commission File Number 001-09779.
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