<PAGE>
As filed with the Securities and Exchange Commission on November 15, 1999
Registration No. 333-90763
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1
TO
FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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VECTREN CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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INDIANA 4939 35-2086905
(State or other
Jurisdiction of
Incorporation or
Organization)
(Primary Standard Industrial Classification Code Number)
IRS Employer
Identification
Number
20 N.W. FOURTH STREET
EVANSVILLE, INDIANA 47741
(812) 465-5300
(Address, including zip code, and telephone number, including area code of
Registrant's Principal Executive Office)
NIEL C. ELLERBROOK
20 N.W. FOURTH STREET
EVANSVILLE, INDIANA 47741
(812) 465-5300
(Name, Address, including zip code, and telephone number, including area code
of Agent for Service)
Copies to:
James A. Strain James M. Cotter John H. Byington
Sommer & Barnard, PC Simpson Thacher & Bartlett Winthrop, Stimson,
4000 Bank One Tower 425 Lexington Avenue Putnam & Roberts
Indianapolis, Indiana New York, New York 10017 One Battery Park
46204 (212) 455-2000 Plaza
(317) 630-4000 New York, New York
10004
(212) 858-1000
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Approximate date of commencement of proposed sale of the securities to the
public: as soon as practicable after the effective date of the Registration
Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Vectren Articles and the Vectren bylaws provide that Vectren will
indemnify any individual who is or was a director or officer of Vectren, or is
or was serving at the request of Vectren as a director, officer, partner or
trustee of another foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise whether or not for
profit, against liability and expenses, including attorneys fees, incurred by
him in any action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, and whether formal or informal, in which he
is made or threatened to be made a party by reason of being or having been in
any such capacity, or arising out of his status as such, except (i) in the
case of any action, suit, or proceeding terminated by judgment, order, or
conviction, in relation to matters as to which he is adjudged to have breached
or failed to perform the duties of his office and the breach or failure to
perform constituted willful misconduct or recklessness; and (ii) in any other
situation, in relation to matters as to which it is found by a majority of a
committee composed of all directors not involved in the matter in controversy
(whether or not a quorum) that the person breached or failed to perform the
duties of his office and the breach or failure to perform constituted willful
misconduct or recklessness. Vectren may pay for or reimburse reasonable
expenses incurred by a director or officer in defending any action, suit, or
proceeding in advance of the final disposition thereof upon receipt of (i) a
written affirmation of the director's or officer's good faith belief that such
director or officer has met the standard of conduct prescribed by Indiana law;
and (ii) an undertaking of the director or officer to repay the amount paid by
Vectren if it is ultimately determined that the director or officer is not
entitled to indemnification by Vectren.
The Vectren Articles and the Vectren bylaws provide that the
indemnification rights described above are in addition any other
indemnification rights a person may have by law or by contract. Vectren
expects that employment agreements with its executive officers will require
Vectren to indemnify the executive officers in accordance with its
indemnification policies for its senior executives, subject to applicable law.
Section 23-1-37 et seq. of the IBCL provides for "mandatory
indemnification," unless limited by the articles, by a corporation against
reasonable expenses incurred by a director who is wholly successful, on the
merits or otherwise, in the defense of any proceeding to which the director
was a party by reason of the director being or having been a director of the
corporation. Section 23-1-37-10 of the IBCL states that a corporation may, in
advance of the final disposition of a proceeding, reimburse reasonable
expenses incurred by a director who is a party to a proceeding if the director
furnishes the corporation with a written affirmation of the director's good
faith belief that the director acted in good faith and reasonably believed the
actions were in the best interest of the corporation if the proceeding is a
civil proceeding. If the proceeding is criminal, the director must furnish a
written affirmation that the director had reasonable cause to believe he or
she was acting lawfully or the director or officer had no reason to believe
the action was unlawful. The director will repay the advance if it is
ultimately determined that such director did not meet the standard of conduct
required by the IBCL and that those making the decision to reimburse the
director determine that the facts then known would not preclude
indemnification under the IBCL.
The IBCL permits a corporation to grant indemnification rights in addition
to those provided by statute, limited only by the fiduciary duties of the
directors approving the indemnification and public policies of the State of
Indiana.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following exhibits are filed as part of this Registration Statement
or incorporated by reference herein:
<TABLE>
<C> <S>
(2)* Agreement and Plan of Merger by and among Indiana Energy, Inc.,
SIGCORP, Inc. and Vectren Corporation, dated as of June 11, 1999
(Appendix A to the Joint Proxy Statement/Prospectus)
</TABLE>
ii-1
<PAGE>
<TABLE>
<C> <S>
(3)(a)* Articles of Incorporation of Vectren Corporation (Appendix B to
the Joint Proxy Statement/Prospectus)
(3)(b)* Code of Bylaws of Vectren Corporation (Appendix C to the Joint
Proxy Statement/Prospectus)
(4)* Shareholder Rights Agreement dated as of October 21, 1999 between
Vectren Corporation and EquiServ Trust Company, N.A., as Rights
Agent
(5)(a)* Opinion of Sommer & Barnard, PC
(8)(a) Opinion of Simpson Thacher & Bartlett regarding certain federal
income tax consequences
(8)(b) Opinion of Winthrop, Stimson, Putnam & Roberts regarding certain
federal income tax consequences
(10)* Form of Employment Agreements with the following executive
officers:
Niel C. Ellerbrook
Andrew E. Goebel
Jerome A. Benkert
Carl L. Chapman
Ronald E. Christian
J. Gordon Hurst
Richard G. Lynch
(23)(a)* Consent of Arthur Andersen LLP (re: Indiana Energy, Inc.)
(23)(b)* Consent of Arthur Andersen LLP (re: SIGCORP, Inc.)
(23)(c)* Consent of Sommer & Barnard (in Exhibit 5)
(23)(d)* Consent of Simpson Thacher & Bartlett (in Exhibit 8(a))
(23)(e)* Consent of Winthrop, Stimson, Putnam & Roberts (in Exhibit 8(b))
(24)* Power of Attorney (included on signature page of registration
statement)
(99)(a)* Form of Proxy Card for Indiana Energy, Inc.
(99)(b)* Form of Proxy Card for SIGCORP, Inc.
(99)(c)* Notice of Special Meeting of Shareholders of Indiana Energy, Inc.
(included in Joint Proxy Statement/Prospectus)
(99)(d)* Notice of Special Meeting of Shareholders of SIGCORP, Inc.
(included in Joint Proxy Statement/Prospectus)
(99)(e)* Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated
(99)(f)* Consent of Goldman Sachs & Co.
(99)(g)* Consent of Niel C. Ellerbrook
(99)(h)* Consent of L.A. Ferger
(99)(i)* Consent of Anton H. George
(99)(j)* Consent of J. Timothy McGinley
</TABLE>
ii-2
<PAGE>
<TABLE>
<C> <S>
(99)(k)* Consent of Richard P. Rechter
(99)(l)* Consent of James C. Shook
(99)(m)* Consent of William G. Mays
(99)(n)* Consent of Jean L. Wojtowicz
(99)(o)* Consent of Ronald G. Reherman
(99)(p)* Consent of Andrew E. Goebel
(99)(q)* Consent of James S. Vinson
(99)(r)* Consent of John M. Dunn
(99)(s)* Consent of John D. Engelbrecht
(99)(t)* Consent of Robert L. Koch II
(99)(u)* Consent of Donald A. Rausch
(99)(v)* Consent of Richard W. Shymanski
</TABLE>
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* Previously filed
(b) No financial statement schedules are required to be filed herewith
pursuant to Item 21(b) or (c) of this Form.
ITEM 22. UNDERTAKINGS.
(1) The undersigned Registrant hereby undertakes to file, during any period
in which offers or sales are being made, a post-effective amendment to this
Registration Statement:
(a) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement;
(c) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
Provided, however, that paragraphs (I)(a) and (I)(b) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the Registration
Statement.
(2) The undersigned Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) The undersigned Registrant hereby undertakes to remove from
registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
ii-3
<PAGE>
(4) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(5) (a) Prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this Registration
Statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the Registrant hereby undertakes that such
reoffering prospectus will contain the information called for by the
applicable registration form with respect to reoffering by persons who may be
deemed underwriters, in addition to the information called for by the other
items of the applicable form.
(b) The Registrant hereby undertakes that every prospectus: (i) that is
filed pursuant to paragraph (5)(a) immediately preceding, or (ii) that
purports to meet the requirements of Section 10(a)(3) of the Securities Act
and is used in connection with an offering of securities subject to Rule 415,
will be filed as a part of an amendment to this Registration Statement and
will not be used until such amendment is effective, and that, for purposes of
determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(6) Insofar as indemnification for liabilities arising under the Securities
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions described under Item 20, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy expressed in the
Securities Act, and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
(7) The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through
the date of responding to the request.
(8) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
ii-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Evansville, State of
Indiana, on the 15th day of November, 1999.
Vectren Corporation
/s/ Niel C. Ellerbrook*
By: _________________________________
Niel C. Ellerbrook
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on November 15, 1999 by the following
persons in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Niel C. Ellerbrook * President, Chief Executive Officer,
___________________________________________ Chief Financial Officer and Director
Niel C. Ellerbrook (Principal Executive Officer, Principal
Financial and Accounting Officer)
/s/ Andrew E. Goebel * Vice President, Chief Operating Officer
___________________________________________ and Director
Andrew E. Goebel
</TABLE>
By: /s/ Ronald E. Christian
--------------------------------------
Ronald E. Christian, Attorney-in-Fact
ii-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit Page
------- ---------------------- ----
<C> <S> <C>
(2)* Agreement and Plan of Merger by and among Indiana Energy,
Inc., SIGCORP, Inc. and Vectren Corporation, dated as of June
11, 1999 (Appendix A to the Joint Proxy Statement/Prospectus)
(3)(a)* Articles of Incorporation of Vectren Corporation (Appendix B
to the Joint Proxy Statement/ Prospectus)
(3)(b)* Code of Bylaws of Vectren Corporation (Appendix C to the
Joint Proxy Statement/Prospectus)
(4)* Shareholder Rights Agreement dated as of October 21, 1999
between Vectren Corporation and EquiServ Trust Company, N.A.,
as Rights Agent
(5)(a)* Opinion of Sommer & Barnard, PC
(8)(a) Opinion of Simpson Thacher & Bartlett regarding certain
federal income tax consequences
(8)(b) Opinion of Winthrop, Stimson, Putnam & Roberts regarding
certain federal income tax consequences
(10)* Form of Employment Agreements with the following executive
officers:
Niel C. Ellerbrook
Andrew E. Goebel
Jerome A. Benkert
Carl L. Chapman
Ronald E. Christian
J. Gordon Hurst
Richard G. Lynch
(23)(a)* Consent of Arthur Andersen LLP (re: Indiana Energy, Inc.)
(23)(b)* Consent of Arthur Andersen LLP (re: SIGCORP, Inc.)
(23)(c)* Consent of Sommer & Barnard (in Exhibit 5)
(23)(d)* Consent of Simpson Thacher & Bartlett (in Exhibit 8(a))
(23)(e)* Consent of Winthrop, Stimson, Putnam & Roberts (in Exhibit
8(b))
(24)* Power of Attorney (included on signature page of registration
statement)
(99)(a)* Form of Proxy Card for Indiana Energy, Inc.
(99)(b)* Form of Proxy Card for SIGCORP, Inc.
(99)(c)* Notice of Special Meeting of Shareholders of Indiana Energy,
Inc. (included in Joint Proxy Statement/Prospectus)
(99)(d)* Notice of Special Meeting of Shareholders of SIGCORP, Inc.
(included in Joint Proxy Statement/Prospectus)
(99)(e)* Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated
(99)(f)* Consent of Goldman, Sachs & Co.
(99)(g)* Consent of Niel C. Ellerbrook
(99)(h)* Consent of L.A. Ferger
(99)(i)* Consent of Anton H. George
(99)(j)* Consent of J. Timothy McGinley
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit Page
------- ---------------------- ----
<C> <S> <C>
(99)(k)* Consent of Richard P. Rechter
(99)(l)* Consent of James C. Shook
(99)(m)* Consent of William G. Mays
(99)(n)* Consent of Jean L. Wojtowicz
(99)(o)* Consent of Ronald G. Reherman
(99)(p)* Consent of Andrew E. Goebel
(99)(q)* Consent of James S. Vinson
(99)(r)* Consent of John M. Dunn
(99)(s)* Consent of John D. Engelbrecht
(99)(t)* Consent of Robert L. Koch II
(99)(u)* Consent of Donald A. Rausch
(99)(v)* Consent of Richard W. Shymanski
</TABLE>
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Previously filed
<PAGE>
EXHIBIT 8(a)
[LETTERHEAD OF SIMPSON THACHER & BARTLETT]
DIRECT DIAL NUMBER E-MAIL ADDRESS
(212) 455-2000 @stblaw.com
November 15, 1999
Re: Merger of Indiana Energy, Inc.
with and into Vectren Corporation
---------------------------------
Indiana Energy, Inc.
1630 North Meridian Street
Indianapolis, Indiana 46202-1496
Ladies and Gentlemen:
You have requested our opinion, as counsel to
Indiana Energy, Inc., an Indiana corporation ("Indiana"), as to the
material United States federal income tax consequences of the merger
of Indiana with and into Vectren Corporation, an Indiana corporation
(the "Company"), with the Company surviving (the "Merger") pursuant
to the terms and provisions of the Agreement and Plan of Merger by
and among Indiana, SIGCORP, Inc., an Indiana corporation ("SIGCORP")
and the Company, dated as of June 11, 1999 (the "Agreement"). This
opinion is being delivered as an exhibit to the amended registration
statement on Form S-4 (the "Registration Statement") filed by Indiana
and SIGCORP with the Securities and Exchange Commission on November
11, 1999, containing the Joint Proxy Statement of Indiana and SIGCORP
and Prospectus of the Company relating to the Merger (the "Joint
Proxy Statement/Prospectus"). All capitalized
<PAGE>
Indiana Energy, Inc. -2- November 15, 1999
terms used but not defined herein shall have the meaning ascribed to such terms
in the Agreement.
In delivering this opinion letter, we have examined and relied
upon the accuracy and completeness of the facts, information, covenants and
representations contained in originals or copies, certified or otherwise
identified to our satisfaction, of the Agreement, the Joint Proxy
Statement/Prospectus and such other documents as we have deemed necessary or
appropriate to form the basis for the opinions expressed herein. In addition, as
to certain facts material to our opinions, we have relied upon the accuracy of
written representations made by an authorized officer of each of Indiana and
SIGCORP in letters dated the date hereof and addressed to us, copies of which
are attached hereto as Exhibits A and B, respectively. Our opinions are
conditioned upon, among other things, the accuracy and completeness, as of the
date hereof and as of the Effective Time, of the facts, information, covenants
and representations referred to above.
In our examination of such materials, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies and the authenticity of the originals of
such documents. In rendering our opinions, we have also assumed that the Merger
and the transactions related to the Merger or contemplated by the Agreement will
be consummated (i) in accordance with the terms of the Agreement and that none
of the terms and conditions contained therein has or will be waived or modified
in any respect and (ii) as described in the Joint Proxy Statement/Prospectus.
Any change in the
<PAGE>
Indiana Energy, Inc. -3- November 15, 1999
facts set forth or assumed herein could affect our conclusions. We have not
independently verified any factual matters relating to the Merger in connection
with or apart from our preparation of this opinion. Consequently, our opinion
does not take into account any matters not set forth herein which might have
been disclosed by independent verification.
Based upon and subject to the foregoing, we confirm our
opinion that is included in the Joint Proxy Statement/Prospectus under the
heading "Material United States Federal Income Tax Consequences " Consequences
of the Merger".
Our opinions are based upon the Internal Revenue Code of 1986,
as amended (the "Code"), the Treasury Regulations promulgated thereunder and
other relevant judicial and administrative rulings or pronouncements, all as in
effect on the date hereof and all of which are subject to change, possibly with
retroactive effect.
We are members of the Bar of the State of New York and we do
not express any opinions herein concerning any law other than the federal law of
the United States. In addition, except for the opinions set forth herein, we do
not express any other opinions in connection with the Merger or the transactions
contemplated by the Agreement or described in the Joint Proxy
Statement/Prospectus.
<PAGE>
Indiana Energy, Inc. -4- November 15, 1999
We hereby consent to the filing of this opinion letter as an
exhibit to the Registration Statement and to the use of our name in the Joint
Proxy Statement/Prospectus under the captions "Summary -- Federal Income Tax
Consequences", "Material United States Federal Income Tax Consequences" and
"Legal Matters".
Very truly yours,
/s/ Simpson Thacher & Bartlett
SIMPSON THACHER & BARTLETT
<PAGE>
EXHIBIT 8(b)
WINTHROP, STIMSON, PUTNAM & ROBERTS
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004-1490
November 12, 1999
SIGCORP, Inc.
20 N.W. Fourth Street
Evansville, Indiana 47741-0001
Re: Agreement and Plan of Merger by and among
Indiana Energy, Inc., SIGCORP, Inc., and
Vectren Corporation Dated as of June 11, 1999
---------------------------------------------
Ladies and Gentlemen:
You have requested our opinion as to certain United States federal
income tax consequences of the merger of SIGCORP, Inc., an Indiana corporation
("SIGCORP"), into Vectren Corporation, an Indiana corporation (the "Company"),
with the Company surviving (the "Merger") pursuant to the Agreement and Plan of
Merger by and among Indiana Energy, Inc., an Indiana corporation ("Indiana"),
SIGCORP and the Company (the "Merger Agreement").
As counsel to SIGCORP, we have examined the Merger Agreement and
assisted in preparing the Joint Proxy Statement/Prospectus to be used in
connection with the Merger (the "Proxy Statement"), including the discussions
contained therein under the headings "Questions and Answers About the Merger;
Q: What are the tax considerations of the merger?," "Summary - Material United
States Federal Income Tax Consequences" and "Material United States Federal
Income Tax Consequences." The Proxy Statement forms a part of the registration
statement on Form S-4 filed with the Securities and Exchange Commission (the
"Commission") pursuant to the Merger Agreement (the "Registration Statement").
Except as otherwise provided, capitalized terms not defined herein have
the meanings set forth in the Merger Agreement or in the officer's certificates
that SIGCORP and Indiana have delivered to us and that contain certain
representatives upon which we have relied for purposes of this opinion (the
"Officer's Certificates").
This opinion is based upon and subject to:
(i) the Merger being effected in the manner described in the Proxy Statement
and in accordance with the provisions of the Merger Agreement;
(ii) the accuracy of the representations of SIGCORP and Indiana in their
respective Officer's Certificates, and their continuing accuracy at all
times through the Effective Time;
<PAGE>
(iii) the accuracy and completeness of the statements concerning the Merger set
forth in the Proxy Statement, including the purposes of SIGCORP and
Indiana for consummating the Merger; and
(iv) the accuracy of the statements concerning the Merger that have come to our
attention during our engagement as counsel to SIGCORP in connection with
the Merger.
Based on our examination of the foregoing items and subject to the
limitations set forth herein, the discussions in the Proxy Statement referred to
in the second paragraph of this letter constitute our opinion as to the material
United States federal income tax consequences of the Merger.
This opinion does not address any state, local or foreign tax
consequences or any United States federal laws other than those pertaining to
income tax. This opinion may not be relied upon except as to the consequences
specifically discussed herein. This opinion is based on the Code, Treasury
regulations thereunder, Internal Revenue Service rulings interpreting the
foregoing, and pertinent judicial authority, all as in effect on the date
hereof, and presumes that no substantial changes in such authorities will be
promulgated or occur between the date hereof and the Effective Time that would
affect the opinions rendered hereby.
This opinion may not be quoted or referred to in any document, in whole
or in part, or furnished to any other person or agency without our prior written
consent.
We hereby consent to the references to this opinion and our firm in the
Proxy and the filing of this opinion as an exhibit to the Registration
Statement. In giving such consent we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Commission
thereunder.
Very truly yours,
/s/ Winthrop, Stimson, Putnam & Roberts
2
