VECTREN CORP
U-1/A, 2000-02-24
GAS & OTHER SERVICES COMBINED
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                  --------------------------------------------


                               AMENDMENT NO. 2 TO
                        FORM U-1 APPLICATION/DECLARATION
                                      UNDER
                 THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935


                               VECTREN CORPORATION
                              20 N.W. FOURTH STREET
                            EVANSVILLE, INDIANA 47741
                     (NAME OF COMPANY FILING THIS STATEMENT
                   AND ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)


                               Niel C. Ellerbrook
                               VECTREN CORPORATION
                              20 N.W. FOURTH STREET
                            EVANSVILLE, INDIANA 47741
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)


         The Commission is requested to send copies of all notices, orders and
communications in connection with this Application/Declaration to:


                                MICHAEL F. CUSICK
                       Winthrop, Stimson, Putnam & Roberts
                             One Battery Park Plaza
                            New York, New York 10004
                                 (212) 858-1000

                                       and

                               RONALD E. CHRISTIAN
                              Indiana Energy, Inc.
                           1630 North Meridian Street
                           Indianapolis, Indiana 46202
                                 (317) 321-0357


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The Application/Declaration in this File, as amended, is hereby amended and
restated as follows:

ITEM 1.       DESCRIPTION OF PROPOSED TRANSACTION

Item 1 is hereby amended by inserting the following paragraph after the fourth
full paragraph of Item 1 (page 1):

         "Indiana Gas Company, Inc. is a holding company under the 1935 Act and
         a wholly-owned subsidiary of Indiana Energy. It has claimed an
         exemption from all provisions of the 1935 Act (except for Section
         9(a)(2) thereof) pursuant to Rule 2 under the 1935 Act. See Indiana Gas
         Form U-3A-2, "Statement by Holding Company Claiming Exemption Under
         Rule U-2 from the Provisions of the Public Utility Holding Company Act
         of 1935," dated February 25, 1999, attached hereto as Exhibit G-8."

Item 1 is hereby further amended by restating, in its entirety, the third full
paragraph of Section B(1)(iii) (page 12) to read as follows:

         "Approval of the Merger by a majority of all votes entitled to be cast
         by all holders of SIGCORP Common Stock and by a majority of all votes
         entitled to be cast by all holders of Indiana Energy Common Stock is a
         condition precedent to the consummation of the Merger. The Merger was
         voted upon for approval by SIGCORP shareholders at a meeting held on
         December 17, 1999, and by Indiana Energy shareholders at a meeting held
         on December 17, 1999. Proxies for such meetings were solicited pursuant
         to Regulation 14A under the Securities Exchange Act of 1934 (the "1934
         Act"). The joint proxy statement for the shareholders meeting is
         included in the Registration Statement on form S-4 filed by Vectren
         with the Commission on November 12, 1999, and amended on November 15,
         1999, for the purpose of registering under the Securities Act of 1933
         (the "1933 Act") the shares of Vectren Common Stock to be issued in the
         Merger. The Registration Statement was declared effective on November
         15, 1999. The Registration Statement and the Joint Proxy
         Statement/Prospectus are included as Exhibits C-1 and C-2 to this
         Application/Declaration. Approximately 77 percent of SIGCORP's
         outstanding shares were represented at the SIGCORP meeting with 96
         percent voting in favor of the Merger. Approximately 76 percent of
         Indiana Energy's outstanding shares were represented at the Indiana
         Energy meeting with more than 95 percent voting in favor of the
         Merger."


Item 1 is hereby further amended by adding the following to the end of the
second paragraph of Section C (page 33):

         "As a result of settlement discussions with respect to that proceeding,
         on February 17, the IURC was advised that the Indiana Office of the
         Utility Consumer Counselor, SIGCORP, Southern Indiana Gas and Electric
         Company, Indiana Energy, and Indiana Gas Company, Inc. had reached an
         agreement-in-principle regarding the IURC's review of the affects of
         the Merger on the utilities and their customers. The two intervenors to
         the proceeding, a group of 3 industrial customers and a citizens action
         group, have both been given notice of this agreement-in-principle. They
         must indicate to the IURC and the other parties whether they intend to
         oppose the agreement by March 1, 2000. If the intervenors oppose the
         agreement then the IURC has established a hearing in April to consider
         evidence supporting and opposing the agreement. However, because IURC
         authorization is not
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         required, it is the intent of SIGCORP and Indiana Energy to consummate
         the Merger at the end of March 2000 regardless of whether or not the
         agreement has been approved."


ITEM 6.       EXHIBITS AND FINANCIAL STATEMENTS

A.     EXHIBITS

EXHIBIT

G-8             SIGCORP Form U-3A-2, "Statement by Holding Company Claiming
                Exemption Under Rule U-2 from the Provisions of the Public
                Utility Holding Company Act of 1935," dated February 23, 1999
                (Incorporated by reference to such filing, File No. 69-184).




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                                    SIGNATURE

         Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned company has duly caused this Application/Declaration
Amendment to be signed on its behalf by the undersigned thereunto duly
authorized.

Date: February 23, 2000

                                                     VECTREN CORPORATION


                                                     By: /s/ Niel C. Ellerbrook
                                                       Chairman of the Board and
                                                       Chief Executive Officer



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