As filed with the Securities and Exchange Commission on August 7, 2003
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
________________________
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
Merrillville, Indiana 46410
(Address, including zip code, of principal executive offices)
NISOURCE INC. RETIREMENT SAVINGS PLAN
(Full title of the Plan)
David J. Vajda
NiSource Inc.
801 East 86th Avenue
Merrillville, Indiana 46410
(219) 647-5520
(Name, address and telephone number,
including area code, of agent for service)
COPY TO:
Robert J. Minkus
Schiff Hardin & Waite
6600 Sears Tower
Chicago, Illinois 60606-6473
(312) 258-5500
___________________________
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE PRICE PER OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED SHARE PRICE FEE
--------------------------- ---------- --------- ---------- ------------
Common Stock, par value $.01 per share 1,492,416 (1)(2) (3) (3) (3)
Interests in the Plan (4) (4)
___________________
(1) The 1,492,416 shares being registered under the NiSource
Inc. Retirement Savings Plan were previously registered on
Post-Effective Amendment No. 11 on Form S-8 to Registration
Statement on Form S-4 (File Nos. 333-33896 and 333-33896-
01). Those shares consist of the following number of
registered shares, which remain available for issuance:
893,370 shares under the NiSource Inc. Tax Deferred Savings
Plan, 570,046 shares under the Bay State Gas Company
Employee Savings Plan and 29,000 shares under the Kokomo Gas
& Fuel Co. Bargaining Unit Tax Deferred Savings Plan. These
plans were merged into the Columbia Savings Plan (7,285,958
registered shares remaining) effective January 1, 2002, at
which time the Columbia Savings Plan was renamed the
NiSource Inc. Retirement Savings Plan.
(2) Together with an indeterminate number of additional
securities in order to adjust the number of securities
reserved for issuance pursuant to the NiSource Inc.
Retirement Savings Plan as the result of a stock split,
stock dividend or similar transaction affecting the Common
Stock, pursuant to Rule 416(a) and (b) under the Securities
Act of 1933.
(3) The 1,492,416 shares being registered under the NiSource
Inc. Retirement Savings Plan were previously registered on
Post-Effective Amendment No. 11 on Form S-8 to Registration
Statement on Form S-4 (File Nos. 333-33896 and 333-33896-
01), and a registration fee with respect to those shares was
previously paid in connection with the filing of that Form
S-4. Accordingly, no registration fee is required to be
paid with respect to this Registration Statement.
(4) Pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also registers an indeterminate
amount of interests to be offered or sold pursuant to the
NiSource Inc. Retirement Savings Plan for which no separate
fee is required.
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EXPLANATORY NOTE
----------------
The NiSource Inc. Tax Deferred Savings Plan, the Bay State Gas
Company Employee Savings Plan and the Kokomo Gas & Fuel Co. Bargaining
Unit Tax Deferred Savings Plan were merged into the Columbia Savings
Plan effective January 1, 2002, at which time the Columbia Savings
Plan was renamed the NiSource Inc. Retirement Savings Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
All information required in this Registration Statement not
included in the exhibits attached hereto or set forth on the signature
page is set forth in the Registration Statement (Registration Nos.
333-33896 and 333-33896-01), the contents of which are incorporated
herein by reference pursuant to General Instruction E to Form S-8.
ITEM 8. EXHIBITS.
See Index to Exhibits.
The Registrant will submit the Plan and any amendments thereto to
the Internal Revenue Service ("IRS") in a timely manner and will make
all changes required by the IRS in order to qualify the plan.
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SIGNATURES
----------
THE REGISTRANT. 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-
8 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 July 31, 2003.
NISOURCE INC.
By: /s/ Gary L. Neale
--------------------------------
Gary L. Neale
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
-----------------
Know All Persons By These Presents, that each person whose
signature appears below constitutes and appoints Stephen P. Adik,
Michael W. O'Donnell, Jeffrey W. Grossman or David J. Vajda or any one
of them 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 by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
--------- ----- ----
/s/ Gary L. Neale Chairman, President and Chief Executive July 31, 2003
---------------------- Officer and Director
Gary L. Neale (Principal Executive Officer)
/s/ Stephen P. Adik Vice Chairman and Director July 31, 2003
----------------------
Stephen P. Adik
/s/ Michael W. O'Donnell Executive Vice President and Chief July 31, 2003
------------------------ Financial Officer
Michael W. O'Donnell (Principal Financial Officer)
/s/ Jeffrey W. Grossman Vice President and Controller July 31, 2003
------------------------ (Principal Accounting Officer)
Jeffrey W. Grossman
/s/ Steven C. Beering Director July 31, 2003
------------------------
Steven C. Beering
/s/ Arthur J. Decio Director July 31, 2003
------------------------
Arthur J. Decio
/s/ Dennis E. Foster Director July 31, 2003
------------------------
Dennis E. Foster
/s/ Ian M. Rolland Director July 21, 2003
------------------------
Ian M. Rolland
/s/ John W. Thompson Director July 21, 2003
------------------------
John W. Thompson
/s/ Robert J. Welsh Director July 31, 2003
------------------------
Robert J. Welsh
/s/ Carolyn Y. Woo Director July 31, 2003
------------------------
Carolyn Y. Woo
/s/ Roger A. Young Director July 31, 2003
------------------------
Roger A. Young
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THE PLAN. Pursuant to the requirements of the Securities Act of
1933, the Plan 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 the dates indicated.
NISOURCE INC. RETIREMENT SAVINGS PLAN
By: NiSource Inc. and Affiliates
Retirement Plan Administrative
and Investment Committee
By: /s/ Stephen P. Adik July 31, 2003
-------------------------
Stephen P. Adik
Member, Plan Committee
By: /s/ Samuel W. Miller, Jr. July 31, 2003
--------------------------
Samuel W. Miller, Jr.
Member, Plan Committee
By: /s/ Michael W. O'Donnell July 31, 2003
--------------------------
Michael W. O'Donnell
Member, Plan Committee
By: /s/ David J. Vajda July 31, 2003
--------------------------
David J. Vajda
Member, Plan Committee
By: /s/ S. LaNette Zimmerman July 31, 2003
--------------------------
S. LaNette Zimmerman
Member, Plan Committee
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EXHIBIT INDEX
-------------
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
23 Consent of Deloitte & Touche LLP.
24 Powers of Attorney of directors and certain
officers of the Registrant are included on
the signature page.
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