Securities Law & Instruments

Headnote

Issuer deemed to have ceasedto be reporting issuer under the Act.

Applicable Ontario StatutoryProvisions

Securities Act, R.S.O. 1990,c. S.5, as am., ss. 1(1), 6(3) and 83.
 
IN THE MATTER OF
THE SECURITIES ACT (ONTARIO)

AND

IN THE MATTER OF
COLUMBIA ENERGY GROUP

ORDER

1. WHEREAS the Ontario SecuritiesCommission (the "Commission") has received an applicationfrom Columbia Energy Group ("Columbia" or the "Issuer")under O.S.C. Policy 2.1 for an order pursuant to Section 83of the Securities Act (Ontario) (the "Legislation")that Columbia be deemed to have ceased to be a reporting issuerunder the Legislation;

2. AND WHEREAS Columbia hasrepresented to the Commission that:

2.1 The Issuer was incorporatedin the United States of America under the laws of the Stateof Delaware on September 30, 1926 as Columbia Gas &Electric Corporation which name was changed to The ColumbiaGas System, Inc. upon filing of a Certificate of Amendmenton April 30, 1948 and subsequently changed to Columbia EnergyGroup upon filing of a Certificate of Merger on January16, 1998;

2.2 Pursuant to an Agreementand Plan of Merger dated as of February 27, 2000 as amendedand restated March 31, 2000 among Columbia Energy Group,NiSource Inc., New NiSource Inc., Parent Acquisition Corp.,Company Acquisition Corp. and NiSource Finance Corp. allof the shares of Columbia were cancelled after being exchangedfor cash and securities paid by NiSource ("old NiSource"),Company Acquisition Corp. ("CAC"), a wholly ownedsubsidiary of New NiSource Inc. ("NiSource") wasmerged into Columbia and NiSource's shares in CAC were exchangedfor common shares in the post-merger Columbia;

2.3 The authorized and issuedshare capital of Columbia post-merger consists of 3,000$0.01 par value common shares which are all owned by NiSourceand there are no other publicly issued and outstanding securitiesof the Issuer except for certain debentures which, to thebest of the knowledge of the Issuer, were not distributedto and are not currently held by residents of Ontario;

2.4 The common shares ofColumbia were delisted from the Toronto Stock Exchange atthe close of business on March 2, 1992 and there are nosecurities of Columbia listed on any stock exchange in Ontarioor elsewhere;

2.5 Columbia is a reportingissuer under the Legislation;

2.6 Columbia was in defaultof its financial reporting obligations as a reporting issuerunder the Legislation effective on or about December 31,2000 which was subsequent to the de-listing and merger describedherein that form the basis for this application;

2.7 Columbia does not intendto seek public financing by way of an offering of securities;

3. AND WHEREAS the Commissionis satisfied that it would not be prejudicial to the publicinterest to grant the order requested;

4. NOW THEREFORE, pursuantto Section 83 of the Legislation, the Commission hereby ordersthat Columbia is deemed to no longer be a reporting issuerunder the Legislation.

May 29, 2002.

"John Hughes"