SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VECTREN CORPORATION
(Exact name of registrant as specified in its charter)
INDIANA 35-208-6905
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation Or organization)
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 offices)
Niel C. Ellerbrook
20 N.W. Fourth Street
Evansville, IN 47741
(812) 465-5300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Catherine L. Bridge, Esquire
Barnes & Thornburg
11 South Meridian Street
Indianapolis, Indiana 46204
Approximate date of commencement of proposed sale to the public: From time to
time after the consummation of the merger of Indiana Energy, Inc. and SIGCORP,
Inc. into Vectren Corporation.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. /X/*
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, 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, please 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(c) 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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
* The Automatic Dividend Reinvestment and Stock Purchase Plan of registrant
allows participation by eligible non-shareholder employees of Vectren
Corporation and its subsidiaries.
Calculation of Registration Fee
<TABLE>
<CAPTION>
================================================================================================================
Type of each class of Proposed maximum Proposed maximum
securities to be Amount to be offering price per aggregate offering Amount of
registered registered unit (1) price (1) registration fee
- - ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,200,000 $15.50 $18,600,000 $4,910.40
- - ----------------------------------------------------------------------------------------------------------------
Common Share Purchase
Rights 1,200,000 (2) (2) (2)
================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee and
based on the average of the high and low sales price per share of common
stock of Indiana Energy, Inc. as reported on the New York Stock Exchange on
February 21, 2000, multiplied by the exchange ratio of 1 share of Vectren
Corporation to be issued for each share of Indiana Energy, Inc. Common
Stock in the merger of Indiana Energy, Inc. and SIGCORP, Inc. into Vectren
Corporation pursuant to Rule 457(c) and (f).
(2) Any value attributable to the Common Share Purchase Rights is reflected in
the value of the Common Stock.
<PAGE>
VECTREN CORPORATION
AUTOMATIC DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
Vectren Corporation hereby offers the holders of record of its shares
of Common Stock, without par value, and its eligible employees and those of its
wholly-owned subsidiaries as shall be designated from time to time by the
President and Chief Executive Officer of Vectren ("Employees") the opportunity
to purchase its shares of Common Stock through an Automatic Dividend
Reinvestment and Stock Purchase Plan. The plan will become effective
automatically upon the effectiveness of the merger between Indiana Energy, Inc.
and SIGCORP, Inc.
The shares of Common Stock purchased will either be shares purchased on
the open market or newly issued shares. The plan permits Common Stock dividends
to be reinvested to purchase additional shares beginning on any dividend payment
date (usually March 1, June 1, September 1 and December 1) or the next trading
day.
o Voluntary cash payments will be invested in Common Stock
beginning on the first day of each month, or the next trading
day.
o Amounts are invested at a price equal to (a) in the case of
shares purchased on the open market, the weighted average
price of the shares of Common Stock purchased for the month,
or (b) in the case of new issue shares, the closing price of
those shares as published in The Wall Street Journal in New
York Stock Exchange Composite Transactions on the investment
date. (See answer to Question 13).
o Shareholders may also make voluntary cash payments of not less
than $25 per month nor more than $50,000 in a calendar year to
purchase shares of Common Stock beginning on the investment
dates at prices determined in the same manner.
o Shareholder may make voluntary cash payments whether or not a
shareholder authorizes the reinvestment of Common Stock
dividends.
The plan is administered by EquiServe Trust Company, N.A. at the
expense of Vectren. No brokerage commissions will be charged on new issue shares
of Common Stock purchased under the plan. Any brokerage commissions resulting
from open market purchases will be paid by Vectren.
Effective upon the merger of Indiana Energy, Inc. and SIGCORP, Inc.
into Vectren Corporation, the Common Stock will be traded on the New York Stock
Exchange under the symbol "VVC."
This Prospectus relates to 1,200,000 shares of Common Stock, without
par value, registered for purchase under the plan.
You should retain this Prospectus for future reference.
Neither the Securities and Exchange Commission nor any state securities
commission has approved these securities or determined whether this Prospectus
is accurate or complete. Any representation to the contrary is a criminal
offense.
The date of this Prospectus is February 29, 2000
<PAGE>
GENERAL INFORMATION
Vectren is an Indiana corporation organized on June 10, 1999 solely for
the purposes of effecting the merger between Indiana Energy, Inc. and SIGCORP,
Inc. The principal executive offices of Vectren are located at 20 N.W. Fourth
Street, Evansville, Indiana and its telephone number is (812) 465-5300.
WHERE YOU CAN FIND MORE INFORMATION
Vectren has filed with the Securities and Exchange Commission a
registration statement on Form S-3 to register the shares of Vectren Common
Stock to be issued pursuant to the plan. As allowed by the SEC rules, this
prospectus does not contain all the information you find in the registration
statement or the exhibits to the registration statement. This prospectus is part
of the registration statement. In addition, Vectren will file, and prior to the
merger, Indiana Energy and SIGCORP have filed annual, quarterly and special
reports and other information with the SEC. You may read and copy any reports,
statements or other information we file at the SEC's public reference rooms in
Washington, D.C. at 450 Fifth Street, N.W., Washington, D.C. 20549, in New York,
New York at 7 World Trade Center, 13th Floor and in Chicago, Illinois at Suite
1400, Citicorp Center, 500 West Madison Street. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also available to the public from commercial document retrieval
services and at the web site maintained by the SEC at http://www.sec.gov.
Documents we have incorporated by reference in this prospectus
The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
that we are incorporating by reference is deemed to be part of this prospectus,
except for any information superseded by information in this prospectus. This
prospectus incorporates by reference the documents listed below that we have
previously filed with the SEC. These previously filed documents contain
important information about Vectren, Indiana Energy and SIGCORP and their
finances.
<TABLE>
<CAPTION>
Indiana Energy SEC Filings (File No. 1-09091) Period
=========================================================== ========================================================
<S> <C>
Annual Report on Form 10-K Year ended September 30, 1999
Annual Report on Form 10-K/A Filed January 7, 2000, amending 10-K for the year
ended September 30, 1999
Current Reports on Form 8-K Filed on October 29, November 22, December 15,
December 16, December 17, December 28, 1999 and January
27, 2000
Joint Proxy Statement/Prospectus included in Form S-4 Filed November 12, 1999
Registration Statement of Vectren Corporation
(Registration No. 333-90763)
</TABLE>
<TABLE>
<CAPTION>
SIGCORP SEC Filings (File No. 1-11603) Period
=========================================================== ========================================================
<S> <C>
Annual Report on Form 10-K Year ended December 31, 1998
Annual Report on Form 10-K/A Filed November 3, 1999, amending Form 10-K
for the year ended December 31, 1998
Quarterly Reports on Form 10-Q Quarters ended March 31, June 30 and September
30, 1999
Current Reports on Form 8-K Filed on June 16, November 4, December 16, 1999 and
February 11, 2000
Joint Proxy Statement/Prospectus included in Form S-4 Filed November 12, 1999
Registration Statement of Vectren Corporation
(Registration No. 333-90763)
Vectren SEC Filings (File No. 1-15467 ) Period
=========================================================== ========================================================
Form S-4 Registration Statement (Registration No. Filed November 12, 1999 and amended by Amendment No. 1
333-90763) (including Joint Proxy Statement/ Prospectus) to Form S-4 Registration Statement filed on November 15, 1999
</TABLE>
We are also incorporating by reference each of the following documents
that we file with the SEC after the date of this prospectus until this offering
is completed:
o all documents filed under Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act;
o any reports filed under Section 15(d) of the Exchange Act.
You should rely only on information contained or incorporated by
reference in this prospectus. We have not authorized any other person to provide
you with different or additional information. If anyone provides you with
different or additional information, you should not rely on it. We are not
making an offer to sell these securities in any jurisdiction where the offer or
sale is not permitted.
You should assume that the information appearing in this prospectus is
accurate as of the date of this prospectus only. Our business, financial
condition and results of operations may have changed since that date.
References in this prospectus to "Vectren," "we," "us" and "our" are to
Vectren Corporation.
You may request a copy of any filings referred to above (excluding
exhibits), at no cost, by contacting us in writing or by telephone at the
following address:
Vectren Corporation
Attn: DRIP/Investor Relations Department
20 N.W. Fourth Street
Evansville, IN 47741
Tel No. (812) 465-5300
THE PLAN
Vectren hereby offers its holders of Common Stock and eligible
employees the opportunity to purchase shares of Common Stock pursuant to the
plan. The plan will become effective automatically upon the effectiveness of the
merger between Indiana Energy and SIGCORP. The plan consists of the following 41
questions and answers.
INTRODUCTION
1. What does the plan provide?
The plan provides an opportunity for all record holders of Common Stock
to have dividends reinvested in additional shares of Common Stock to be
purchased by the plan either on the open market, or directly from us, in the
form of authorized but unissued shares (sometimes referred to as "new issue
shares"). We have reserved the right to cause the plan to purchase shares on the
open market or newly issued shares as we determine from time to time in our sole
discretion. (See answer to Question 40).
If participants wish, they may also make voluntary cash payments of not
less than $25 per month and not more than $50,000 in a calendar year.
Participants may make these voluntary cash payments whether or not the
participants have authorized the reinvestment of Common Stock dividends.
As explained below, the cash dividends and any voluntary cash payments
of a participant will be applied by EquiServe Trust Company, N.A., as agent (see
answer to Question 3), to the purchase of shares of Common Stock at a purchase
price determined in the manner set forth in the answer to Question 13. We will
pay most expenses incurred in connection with such purchases, including, any
brokerage commissions incurred as a result of purchases of open market shares. A
participant who makes voluntary cash payments through automatic monthly
deductions will pay a fee of $2 per transaction. Charges may be incurred by a
participant upon the sale of book-entry shares credited to the participant's
account. (See answers to Questions 20 and 22). Eligible employees may also
participate in the plan. (See answers to Questions 34 through 39).
PURPOSE
2. What is the purpose of this plan?
The purpose of the plan is to provide shareholders with a simple and
convenient way of investing cash dividends and voluntary cash payments in shares
of Common Stock without payment of any brokerage commissions or service charges.
In addition, eligible employees may invest through payroll deduction. To the
extent that shares purchased by the plan are newly issued shares, we will
receive additional funds for general corporate purposes.
ADMINISTRATION
3. Who administers the plan?
EquiServe Trust Company, N.A., administers the plan and purchases
shares of Common Stock as agent for the plan participants. The Common Stock
acquired by the agent will either be newly issued shares or shares purchased on
the open market, as we determine in our sole discretion. The agent in purchasing
shares on the open market will have, consistent with applicable securities laws
and regulations, absolute discretion to determine the volume, timing and price
of such purchases. If you decide to participate in the plan, the agent will keep
a continuous record of your participation in the plan and send you a statement
of your account under the plan after each purchase affecting your account.
Shares purchased through the plan will be credited in book-entry form to your
account. You may deposit your Common Stock certificates for conversion to
book-entry shares which will be credited to your account. This will relieve you
of the responsibility for the safekeeping of multiple certificates for shares
purchased and protect you against loss, theft, or destruction of stock
certificates.
The agent may be contacted as follows:
Correspondence
All correspondence and inquiries concerning the plan should be directed
to:
EquiServe
P.O. Box 2598
Jersey City, NJ 07303-2598
Be sure to include a reference to Vectren Corporation in your
correspondence.
Telephone
Shareholder customer service, including sale of shares: 1-800-446-2617.
TDD: 1-201-222-4955. A telecommunications device for the hearing
impaired is available.
Outside the United States and Canada: 1-201-324-0498
An automated voice response system is available 24 hours a day, 7 days
a week.
Customer service representatives are available from 8:30 a.m. to 7:00
p.m. Eastern time each business day.
Internet
You can obtain information about your account over the Internet. To
gain access, you will require a password which is sent to you by mail.
You may also request your password by calling the agent at
1-877-THEWEB7 (1-877-843-9327). Messages forwarded on the Internet will
be responded to promptly. The agent's Internet address is
www.equiserve.com.
PARTICIPATION
4. Who is eligible to participate in the plan?
All Common Stock shareholders of record whose stock certificates and/or
book-entry shares are registered in their names and eligible employees are
eligible to participate in the plan. Any beneficial owners of Common Stock whose
shares are registered in the name of a broker, trustee or other nominee may have
shares transferred and registered in their own names in stock certificate form
in order to become eligible to participate in the plan. Alternatively,
beneficial owners may direct their broker to transfer all or any number of whole
shares into their names in direct registration book-entry form. Beneficial
owners should instruct their broker to re-register their shares with the agent
through the direct registration system and specify book-entry registration.
Please contact the agent at 1-800-446-2617 for more specific information. (See
answers to Questions 34 through 39 for information concerning employee
participation.)
5. How does an eligible shareholder participate?
Eligible shareholders may become participants in the plan by completing
and signing the enrollment authorization form provided by the agent and
returning it to the agent. A postage paid envelope is provided for this purpose.
An enrollment authorization form may be obtained at any time by written request
to the agent, or by calling 1-800-446-2617 or through the Internet. Any
correspondence addressed to the agent concerning the plan should refer
specifically to the Vectren Corporation Automatic Dividend Reinvestment and
Stock Purchase Plan.
6. When may an eligible shareholder become a participant in the plan?
An eligible shareholder may join the plan at any time. For shareholders
electing participation in the plan by having cash dividends reinvested,
participation commences as follows. If an enrollment authorization form
directing that cash dividends be reinvested is received by the agent prior to a
dividend record date, then reinvestment in the plan will commence on the related
dividend payment date. (Cash dividends on Common Stock are expected to be paid
on or about March 1, June 1, September 1 and December 1. Of course, we cannot
assure that dividends will be paid on these dates.) As to all eligible
shareholders electing to reinvest cash dividends, the dividend paid on the date
participation commences will not be sent to the shareholder but, instead, will
be reinvested under the plan. For example, if we declare a cash dividend on our
Common Stock payable on June 1 to holders of record on May 15, the enrollment
authorization form must be received by the agent prior to May 15 in order for
the dividend paid on June 1 to be reinvested. If the enrollment authorization
form is received on or after the record date of May 15, the dividend paid on
June 1 will be sent to the shareholder as usual and such shareholder's
reinvestment in the plan will commence on the date the next cash dividend on
Common Stock is paid (on September 1).
For shareholders electing to participate in the plan through the
investment of voluntary cash payments, participation may begin at any time.
7. What does the enrollment authorization form provide?
The enrollment authorization form specifies the method by which an
eligible shareholder elects to participate in the plan. If the "FULL DIVIDEND
REINVESTMENT" box is checked, then the agent will invest in shares of Common
Stock (a) all of the participant's cash dividends on both shares of Common Stock
registered in the participant's own name in stock certificate form and
book-entry shares credited to the participant's account, and (b) any voluntary
cash payments made by the participant. If the "PARTIAL DIVIDEND REINVESTMENT"
box is checked, the participant must specify, in the box provided for that
purpose, the number of shares of Common Stock on which cash dividends will be
sent to the participant. The number of shares specified in the box includes
shares registered in the participant's own name in stock certificate form and
book-entry shares credited to the participant's account. The agent will invest
in shares of Common Stock (a) the cash dividends on the remainder of both shares
registered in the participant's own name in stock certificate form, and
book-entry shares credited to the participant's account, and (b) any voluntary
cash payments made by the participant. If the "VOLUNTARY CASH PAYMENTS ONLY (NO
DIVIDEND REINVESTMENT)" box is checked, then we will send directly to the
participant cash dividends on both shares of Common Stock registered in the
participant's own name in stock certificate form and book-entry shares credited
to the participant's account, but the agent will invest the participant's
voluntary cash payments in shares of Common Stock.
Under the plan, dividends will be reinvested, paid in cash, or both, as
designated on the enrollment authorization form until a participant specifies
otherwise.
8. May a shareholder have cash dividends reinvested under the plan with
respect to less than all of the shares of Common Stock registered in
the shareholder's name?
A shareholder may have cash dividends reinvested under the plan with
respect to all or a portion of the shares of Common Stock registered in the
shareholder's name. Shares registered in the shareholder's name include both
shares held by the shareholder in stock certificate form and book-entry shares
credited to the shareholder's account. If a shareholder has shares of Common
Stock registered in more than one name (for example, some shares registered in
the name of "John Doe" and others registered in the name "John J. Doe"), or the
shares are registered in the name of the shareholder and another person (for
example, as a joint tenant with his or her spouse), the shareholder will receive
an enrollment authorization form for each such registered name or names. In that
case the shareholder (and such other person) has the election of completing and
signing and returning any or all such enrollment authorization forms.
9. How may you change investment options?
You may change your investment option at any time by telephoning the
agent or by completing and signing a new enrollment authorization form and
returning it to the agent. A change in investment option affecting the
reinvestment of cash dividends will be effective on a dividend payment date if
the enrollment authorization form or telephone authorization is received by the
agent prior to the related dividend record date. (See Question 6). If the
enrollment authorization form or telephone authorization is received by the
agent on or after the related dividend record date, the change will be effective
on the dividend payment date for the following quarter.
COSTS
10. Are any fees or expenses incurred by participants in the plan?
Except as provided below, we will pay all costs of administration of
the plan, including service fees and brokerage commissions on purchases of open
market shares. However, if a participant requests the agent to sell all or part
of the shares credited to his or her account, the participant will pay a service
fee (currently $15), any related brokerage commission (currently $.12 per share
sold) and any other costs due as discussed in the answer to Question 22. If a
participant withdraws all book-entry shares credited to his or her account, a
payment for any fractional share interests in the account will be paid in cash
to the participant in the amount and on the basis described in the answer to
Question 20. As described in the answer to Question 16, participants who elect
to make voluntary cash payments through automatic monthly deductions, will pay a
fee of $2 per transaction.
PURCHASES
11. How many shares of Common Stock will be purchased for a participant?
The number of shares to be purchased for each participant on an
investment date will depend on the amount of the participant's dividends and/or
voluntary cash payments to be invested and the price per share of Common Stock.
Each participant's account will be credited as of each investment date with that
number of shares, including fractions computed to three decimal places, equal to
the total amount to be invested on behalf of that participant on that date
divided by the purchase price of each share of Common Stock. The purchase price
is as determined as provided in the answer to Question 13.
12. How and when will shares of Common Stock be purchased under the plan?
The plan permits Common Stock dividends to be reinvested beginning on
any dividend payment date (usually March 1, June 1, September 1 and December 1)
and voluntary cash payments to be invested beginning on the first day of each
month, or the next trading day if any such date should not be a trading day. On
each investment date on which a dividend is paid, we will pay to the agent the
total amount of dividends payable on the shares subject to dividend reinvestment
under the plan. The agent will use that amount, along with all voluntary cash
payments then held by the agent under the plan, to purchase shares of Common
Stock for the accounts of participants at the purchase price set forth in the
answer to Question 13. If we direct the agent to purchase shares on the open
market, it is expected that the agent will normally purchase shares beginning on
the investment date and will complete the purchases within 30 days. However, in
purchasing shares on the open market, the agent will have, consistent with
applicable securities laws and regulations, absolute discretion to determine the
volume, timing and price of such purchases. Neither Vectren nor any participant
will have any authority or power to direct the time or price at which shares
will be purchased, or the selection of the broker or dealer through or from whom
purchases will be made. If we elect to make available new issue shares for
purchase, the agent will purchase shares of Common Stock from Vectren on the
investment date. In months dividends are not paid, shares will be purchased with
all voluntary cash payments then held by the agent in the manner described
above.
13. What will be the price of shares of Common Stock purchased under the
plan?
The price per share of the open market share purchases of Common Stock
for allocation to the accounts of the plan participants as of an investment date
will be the weighted average price paid by the agent for all open market shares
which were purchased by the agent for that month.
If we elect to make available new issue shares for purchase, the price
per share of any new issue shares of Common Stock purchased from Vectren on any
investment date on behalf of participants in the plan will be the closing price
of the shares of Common Stock on the composite tape on the investment date (or
the next trading day if the New York Stock Exchange is closed on the investment
date). If no trading occurs in the Common Stock on the investment date, the
purchase price will be the closing price on the next trading day on which shares
are traded.
VOLUNTARY CASH PAYMENTS
14. How does the cash payment option work?
Voluntary cash payments received from the participant by the agent
prior to an investment date will be invested each month to purchase shares of
Common Stock. The agent will return voluntary cash payments to a participant
upon telephone or written request from a participant at least two business days
prior to the investment date.
If a shareholder wishes to participate only through the investment of
voluntary cash payments, the shareholder must check the "VOLUNTARY CASH PAYMENTS
ONLY (NO DIVIDEND REINVESTMENT)" box on the enrollment authorization form.
15. How are voluntary cash payments made by check or money order?
The option to make cash payments by check or money order is available
to participants each month. Voluntary cash payments by a participant cannot be
less than $25 per payment or more than a total of $50,000 in a calendar year. If
the agent receives payments totaling more than $50,000 in a calendar year from a
participant, the amount by which the payments exceed $50,000 will be returned to
the participant.
A voluntary cash payment may be made by a participant when enrolling by
enclosing a check or money order in United States dollars (made payable to
"EquiServe-Vectren") with the enrollment authorization form. Thereafter,
voluntary cash payments may be made through the use of cash payment forms
attached to each participant's statement of account. The same amount of money
need not be sent each month and there is no obligation to make a voluntary cash
payment each month.
16. How are voluntary cash payments made by automatic monthly deductions?
You may make voluntary cash payments of not less than $25 per
transaction nor more than $50,000 in a calendar year by means of a monthly
automatic electronic funds transfer from a predesignated account at a United
States bank or financial institution. If the agent receives payments totaling
more than $50,000 in a calendar year from you, the amount by which the payments
exceed $50,000 will be returned to you. A $2 transaction fee will be subtracted
from the amount deducted from your bank account prior to each investment.
To initiate automatic monthly deductions, you must complete and sign an
authorization form for automatic deductions and return it to the agent together
with a voided blank check or savings account deposit slip for the account from
which funds are to be drawn. Forms will be processed and will become effective
as promptly as practicable; however, you should allow four to six weeks for your
first investment to be initiated.
Once automatic monthly deductions are initiated, funds will be drawn
from your designated bank account on the third business day preceding each
monthly investment date.
You may change the amount of your automatic monthly deduction by
completing and submitting to the agent a new authorization form for automatic
deductions. If you close or change a bank account, a new authorization form for
automatic deductions must be completed and submitted to the agent. To be
effective with respect to a particular investment date, the new authorization
form for automatic deductions must be received by the agent at least six
business days preceding such investment date. You may discontinue automatic
deductions by notifying the agent by telephone or in writing.
17. Will interest be paid by Vectren or the agent on any voluntary cash
payments made under the plan?
No. Interest will not be paid by Vectren or the agent on any voluntary
cash payments held pending investment under the plan. Therefore, it is suggested
that any voluntary cash payment you wish to make be sent so as to reach the
agent as close as possible and prior to the investment date. A participant
should be aware of possible delays in the mail if payment is to be made in that
manner.
REPORTS TO PARTICIPANTS
18. What kind of reports will be sent to participants in the plan?
You will receive a statement after each purchase for your account
showing the amounts invested, purchase prices, shares purchased and other
relevant information. These statements are your continuing record of purchases
and should be retained for income tax purposes. In addition to a prospectus for
the plan, you will receive copies of the same communications sent to every other
shareholder, that is, the Annual Report to shareholders, interim reports to
shareholders, proxy solicitation materials and dividend information required by
the Internal Revenue Service to be furnished by us and the agent.
DIVIDENDS
19. Will you receive cash dividends on fractional interests in shares
credited to your accounts?
Yes. Dividends on fractional share interests will be either reinvested
in Common Stock or sent directly to you, depending upon your selected investment
option.
CERTIFICATES FOR SHARES
20. Will certificates be issued for shares of Common Stock purchased?
Shares of Common Stock purchased under the plan will be registered in
the name of the agent (or its nominee), as agent for participants in the plan;
and certificates for such shares will not be issued to participants except upon
telephone or written request. The number of shares credited to your account
under the plan will be shown on your statement of account. This procedure
protects against loss, theft or destruction of stock certificates.
Shares credited to your account may be withdrawn by notifying the agent
by telephone or in writing specifying the number of shares to be withdrawn.
Certificates for whole shares of Common Stock so withdrawn will be issued to and
registered in your name (see Questions 21 and 26).
If you request a stock certificate for all shares credited to your
account, cash representing any fractional share interest will be mailed directly
to you. The cash payment to you will be based upon the then current market
price, less any service fee, any brokerage commission and any other costs
realized by the agent when it sells such fraction. In order to effect the sale
of such fractional interest, the agent will combine the sale of fractional share
interests to which other withdrawing participants are entitled so as to be able
to effect the sale of whole shares. The agent will do this as soon as possible.
Shares credited to your account may not be pledged. If you wish to
pledge such shares, you must request that certificates for such shares be issued
in your name.
21. In whose name will certificates be registered when issued?
Upon telephone or written request by the participant, certificates will
be issued in the name in which the participant's account is maintained, or, in
such other names as may be designated upon receipt of appropriate instruments of
assignment.
SALE OF SHARES
22. May you sell book-entry shares credited to your account?
Yes. You may request the agent to sell any number of book-entry shares
credited to your account by completing the information on the bottom portion of
your account statement or by giving detailed written instructions to the agent.
Alternatively, you may call the agent at 1-800-446-2617. The agent will initiate
the sale as soon as practicable after receiving the notification. Sales will be
made for your account on the open market through a securities broker designated
by the agent. You will receive the proceeds, less an applicable service fee
(currently $15) and brokerage commission (currently $.12 per share sold).
Proceeds of shares will be paid to you by check.
DEPOSIT OF STOCK CERTIFICATES
23. May you deposit your Common Stock certificates with the agent for
conversion to book-entry shares?
At the time of enrollment in the plan, or at any later time, you may
deposit any Common Stock certificates in your possession with the agent for
credit as book-entry shares to your account. If a certificate issuance is later
requested, a new, differently numbered certificate will be used.
If you wish to deposit your Common Stock certificates, you must mail
your request and your certificate to the agent. The certificates should not be
endorsed.
To insure against loss resulting from mailing certificates, the agent
will provide mail insurance free of charge. To be eligible for certificate
mailing insurance, you must observe the following guidelines. Certificates must
be mailed in brown, pre-addressed return envelopes supplied by the agent.
Envelopes may be obtained by calling the agent at 1-800-446-2617. Certificates
mailed to the agent will be insured for up to $25,000 current market value
provided they are mailed first class. You should contact the agent for
information about sending certificates having a current market value in excess
of $25,000. You must notify the agent of any lost certificate claim within
thirty (30) calendar days of the date the certificates were mailed. The maximum
insurance protection provided is $25,000 and coverage is available only when the
certificates are sent to the agent in accordance with the guidelines described
above.
Insurance covers the replacement of shares of Common Stock, but in no
way protects against any loss resulting from fluctuations in the value of such
shares from the time you mail the certificates until replacements are made.
If you do not use a brown pre-addressed envelope provided by the agent,
it is recommended that certificates be sent to the agent by registered mail,
return receipt requested and insured for possible mail loss for 2% of the market
value (minimum of $20.00); this represents your replacement costs if the
certificates are lost in transit to the agent.
STOPPING DIVIDEND REINVESTMENT
24. May you stop dividend reinvestment or voluntary cash payment
investments?
You may discontinue the reinvestment of cash dividends by changing your
investment option as specified in the answers to Questions 7 and 9. Moreover,
you may request by telephone or in writing that the agent return any uninvested
voluntary cash payment made, and such a request will be honored, if the agent
receives the request at least two business days before the investment date on
which the voluntary cash payment would otherwise be invested.
25. When may you stop reinvesting dividends under the plan?
You may stop reinvesting dividends under the plan any time by giving
the agent notice in writing or by telephone. If the request to discontinue
dividend reinvestment is received by the agent on or after the record date for a
dividend payment, such request may not become effective until any dividend paid
on the dividend payment date has been reinvested and the shares of Common Stock
purchased are credited to your account. The agent, in its sole discretion, may
either pay any such dividend in cash or reinvest it in Common Stock on your
behalf. If such dividend is reinvested, the agent may sell the shares purchased
and remit the proceeds to you, less any service fee, any brokerage commission
and any other costs of sale. See Question 6 above for an example of approximate
timing of dividend record and payment dates.
ACCOUNT MANAGEMENT
26. What options are available to you regarding transfers of shares?
Gift/Transfer of Shares
If you wish to transfer the ownership of all or part of the shares
credited to your account to an account for another person, whether by
gift, private sale or otherwise, you may effect such transfer by
mailing a properly executed stock power to the agent. Transfers of less
than all of the your book-entry shares must be made in whole share
amounts. Requests for transfer are subject to the same requirements as
the transfer of Common Stock certificates, including the requirement of
Medallion Guarantee on the stock power. Stock Power Forms are available
upon request from the agent. Share transfer forms are also attached to
account statements.
Shares so transferred will continue to be held in book-entry form by
the agent. An account will be opened in the name of the recipient if he
or she is not already a participant, and such recipient will
automatically be enrolled in the plan. If the recipient is not already
a participant, the account will be enrolled under the full reinvestment
option unless the donor specifies differently. The recipient may change
the investment option after the gift has been made as described under
Question 9 above.
If a transfer involving ALL shares in your account is received after a
record date but before the related dividend payment date, the transfer
will be processed when received, and a cash dividend will be paid to
you. You may return the dividend check as an optional cash payment.
You will receive a statement showing the transfer of shares. Upon your
request, the agent will also send to the recipient, free of charge, an
acknowledgement of the gift.
Direct Registration System/Broker-Dealer Accounts
Transfer shares from a broker account: Shareholders who own shares of
Common Stock that are held by a bank, broker, or trustee in street or
nominee name may instruct their broker to have some or all of their
shares transferred into the shareholder's name in direct registration
system book-entry form. The direct registration system permits an
investor to hold Common Stock as the registered owner of the Common
Stock in book-entry form on our books rather than (1) indirectly
through a financial intermediary that holds the Common Stock in street
name or in an account with a depository or (2) in the form of a stock
certificate. Simply instruct your bank, broker or trustee to
re-register your shares through the direct registration system and
specify book-entry registration.
Transfer shares to a broker account: To electronically transfer all or
part of your book-entry shares held by the agent to a broker account,
you must establish a broker account number on your account with the
agent. To establish a broker account number, you must complete an
"authorization to provide broker/dealer information" form, available
upon request from the agent (1-800-446-2617) or a broker. Once a broker
account number is established, you can then instruct the agent to
deliver to your broker the number of full shares you specify. The agent
will electronically deliver shares within two business days of
receiving and accepting instructions. The signature(s) on the
authorization to provide broker/dealer information form should be
guaranteed by the broker/dealer with a Medallion Guarantee.
OTHER INFORMATION
27. What happens if we issue a stock dividend or declare a stock split?
Any stock dividends or split shares of Common Stock distributed on
shares credited in book-entry form to your account or held by you in the form of
stock certificates will be credited in book-entry form to your account.
28. If we have a rights offering, how will the shares of Common Stock
credited to your account be handled?
Participation in any rights offering will be based upon both shares of
Common Stock held by you in stock certificate form and any whole book-entry
shares credited to your account.
29. What happens when you sell or transfer all of your shares of Common
Stock in stock certificate form?
If you dispose of all your shares of Common Stock in stock certificate
form, then the agent will continue to either reinvest the cash dividends, or
send the cash dividends directly to you, on the shares of Common Stock credited
to your account, depending upon your investment option, until you notify the
agent by telephone or in writing to the contrary. Voluntary cash payments may
continue to be made by you as long as there are whole or fractional shares
credited to your account. If you hold less than one full share, we, from time to
time, may instruct the agent to sell the fractional share and forward the
proceeds, less any service fee, brokerage commission and any other costs of
sale, to you.
30. What are the responsibilities of Vectren and agent under the plan?
Neither Vectren, nor the agent, as plan administrator, will be liable
for any act done in good faith or for any good faith omission to act, including,
any claim arising out of failure to cease reinvesting dividends for your account
upon your death, the prices at which shares are purchased or sold for your
account, the times when purchases or sales are made or fluctuations in the
market value of the common stock. You should recognize that neither Vectren nor
the agent can provide any assurance of a profit or protection against loss on
any shares purchased under the plan.
31. How will your shares be voted at meetings of shareholders?
For each meeting of shareholders, you will receive proxy materials that
will enable you to vote both shares held by you in stock certificate form and/or
book-entry shares credited to your account. If you elect, all shares may be
voted in person at the shareholders' meeting.
FEDERAL INCOME TAX CONSEQUENCES
32. What are the federal income tax consequences of participation in the
plan?
If you reinvest dividends under the plan, you will be treated for
federal income tax purposes as having received a dividend in an amount equal to
the cash dividend reinvested in shares of Common Stock under the plan even
though that amount is not actually received in cash but, instead, is applied to
the purchase of shares for your account. In addition, general rulings issued by
the Internal Revenue Service indicate that your share of brokerage commissions
for purchases of open market shares (which will be paid by us) will be taxable
as dividend income to you. Your adjusted basis in the shares of Common Stock
acquired under the plan will be equal to the amount required to be treated as a
dividend, including any brokerage commissions allocated to such purchases.
Common Stock purchased with voluntary cash payments will be treated in
the same manner as Common Stock purchased outside of the plan. Your adjusted
basis in such shares will be equal to the price paid, increased by any brokerage
commission (which will be paid by us) allocated to such purchases and treated as
dividend income.
You will not realize any taxable income when you receive certificates
for whole shares credited to your account upon a request for such certificates.
However, if you receive, upon request, a cash payment for the sale of whole
and/or fractional shares credited to your account, you will realize gain or loss
measured by the difference between the amount of the cash received and your
basis in such shares or fractional shares. Such gain or loss will be capital in
character if such shares or fractional shares are a capital asset in your hands.
For further information as to tax consequences of participation in the plan, you
should consult with your own tax advisors.
The tax information in this Question 32 is provided solely as a guide
to you and may be subject to change by future legislation. You are advised to
consult your own tax advisors as to the federal and state income tax effects of
participation in the plan.
33. What provision is made for domestic and foreign shareholders whose
dividends are subject to federal income tax withholding?
Federal law requires the agent to withhold an amount (currently 31%)
from the amount of dividends and the proceeds of any sale of shares for you if:
(i) you fail to certify to the agent that you are not subject to backup
withholding, (ii) you fail to certify that the taxpayer identification number
provided is correct or (iii) the Internal Revenue Service notifies us that you
are subject to backup withholding. The withheld amount will be deducted from the
amount of dividends and the remaining amount will be reinvested in accordance
with the plan. The withheld amount also will be deducted from the proceeds of
any sale of shares and the remaining amount will be sent to you.
In the case of those foreign shareholders whose dividends are subject
to United States income tax withholding, the amount of tax to be withheld will
be deducted from the amount of dividends and the remaining amount of dividends
will be reinvested. In the case of those foreign shareholders whose sale
proceeds are subject to withholding, the amount of tax to be withheld will be
deducted from the proceeds of the sale of shares.
EMPLOYEE PARTICIPATION
34. Which employees are eligible to join the plan?
All full-time employees of Vectren and such wholly owned subsidiaries
of Vectren as shall be designated from time to time by the President and Chief
Executive Officer of Vectren who have completed a total of six consecutive
months of employment are eligible to participate in the plan.
35. What are the rights of employees under the plan?
Employees have the same rights under the plan and are governed by the
same terms and limitations as shareholders of Vectren, except that eligible
employees (a) may enroll in the plan to purchase shares with voluntary cash
payments even though they are not registered holders of any shares of Common
Stock, and (b) may arrange to make such voluntary cash payments through regular
payroll deductions. Voluntary cash payments by an employee, including payroll
deductions, may not exceed $50,000 in a calendar year.
Voluntary cash payments by employees, including payroll deductions,
will be applied by the agent to the purchase of shares of Common Stock.
36. How does an eligible employee join the plan?
An eligible employee may enroll in the plan at any time to purchase
shares of Common Stock with voluntary cash payments by completing an employee
enrollment form and returning it to the Human Resources Department. Employee
enrollment forms and withholding authorization forms can be obtained from the
Human Resources Department. If an employee elects to make voluntary cash
payments directly to the agent and does not authorize payroll deductions, the
enrollment form must be accompanied by a check or money order for the initial
payment.
Employees who, as record holders of Common Stock, are already
participating in the plan do not need to complete an employee enrollment form;
however, they must complete a withholding authorization form if they wish to
make voluntary cash payments through payroll deductions. Any employee who is or
becomes a registered holder of shares may obtain from the agent and execute a
shareholder enrollment authorization form in order to provide for the
reinvestment of cash dividends on those shares.
37. What is the limit on payroll deductions?
An eligible employee may authorize his or her employer to deduct a
specified whole dollar amount from each pay period of each month. The minimum
monthly deduction is $25. Once authorized, payroll deductions will continue
until changed or terminated by the employee.
38. May employees change or terminate payroll deductions?
Yes. An employee may change the amount deducted or terminate payroll
deductions by giving written notice to the Human Resources Department. Employees
should allow at least 15 days' processing time prior to the end of the pay
period in which the deduction is made for any change in the amount of the
deduction to become effective. Not more than two payroll deduction changes may
be made in any calendar year. However, an employee may terminate his or her
payroll deduction at any time by giving reasonable notice to the Human Resources
Department. Employees may terminate payroll deductions and continue to invest by
making voluntary cash payments directly to the agent.
39. What happens when an employee who participates in the plan leaves
Vectren or one of its wholly-owned subsidiaries?
If you cease to be employed by Vectren or one of its wholly-owned
subsidiaries, the agent will continue to either reinvest cash dividends or send
cash dividends directly to you on the shares credited to your account, depending
upon your investment option, until you notify the agent by telephone or in
writing to the contrary. Participation in the plan may continue as long as there
are shares credited to your account or held by you in stock certificate form.
MISCELLANEOUS
40. May the plan be changed or discontinued?
We have the right to modify the plan, or to suspend or terminate the
plan, at any time. You will receive notice of any such action. Any such
modification, suspension or termination will not, of course, affect previously
executed transactions. We also have the right to adopt, and from time to time to
change, such administrative rules and regulations (not inconsistent in substance
with the basic provisions of the plan then in effect) as we deem desirable or
appropriate for the administration of the plan. In addition, we have the right
to offer to the plan newly issued shares or direct the plan to purchase open
market shares as we, from time to time, determine in our sole discretion. The
agent has the right to resign at any time upon reasonable written notice to us.
41. Who interprets the plan?
We will interpret and regulate the plan and any agreements which
establish or administer the plan, and our interpretation and regulation will be
conclusive.
USE OF PROCEEDS
In the case of shares purchased for the plan in the open market, we
will not receive any of the proceeds of the offering. In the case of new issue
shares, the proceeds received by us will be used for general corporate purposes.
INDEMNIFICATION OF OFFICERS, DIRECTORS AND CONTROLLING PERSONS
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 to 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 Indiana Business Corporation Law
("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
proceedings 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. A determination must also be made
that the facts then known to those making the determination would not preclude
indemnification. 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.
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.
Such indemnification may apply to claims arising under the Securities
Act of 1933, as amended. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers, or
persons controlling Vectren pursuant to the foregoing provisions, we have been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in that Act and is
therefore unenforceable.
EXPERTS
The consolidated financial statements and related financial statement
schedule of Indiana Energy, Inc. as of September 30, 1999 and 1998 and for each
of the three years in the period ended September 30, 1999 incorporated in this
prospectus by reference from the Indiana Energy, Inc. 10-K and 10-KA and the
Joint Proxy Statement/Prospectus of Indiana Energy and SIGCORP have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto and have been incorporated by reference in reliance
upon the authority of that firm as experts in accounting and auditing in giving
said reports.
The consolidated financial statements and related financial statement
schedule of SIGCORP, Inc. as of December 31, 1998 and 1997 and for each of the
three years in the period ended December 31, 1998 incorporated in this
prospectus by reference from the SIGCORP, Inc. 10-K and 10-KA and the Joint
Proxy Statement and Prospectus of Indiana Energy and SIGCORP have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto and have been incorporated by reference in reliance
upon the authority of that firm as experts in accounting and auditing in giving
said reports.
LEGAL MATTERS
The validity of the plan shares will be passed upon for us by Barnes &
Thornburg, 11 South Meridian Street, Indianapolis, Indiana 46204, our outside
counsel.
<PAGE>
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TABLE OF CONTENTS
Page
General Information 2
Where You Can Find More Information 2
The Plan 3
Introduction 4
Purpose 4
Administration 4
Participation 5
Costs 7
Purchases 7
Voluntary Cash Payments 8
Reports to Participants 10
Dividends 10
Certificates for Shares 10
Sale of Shares 11
Deposit of Stock Certificates 11
Stopping Dividend Reinvestment 11
Account Management 12
Other Information 13
Federal Income Tax
Consequences 14
Employee Participation 15
Miscellaneous 16
Use of Proceeds 16
Indemnification of Officers,
Directors and Controlling
Persons 16
Experts 18
Legal Matters 18
================================================================================
<PAGE>
================================================================================
[logo]
VECTREN CORPORATION
Automatic Dividend
Reinvestment
and
Stock Purchase Plan
PROSPECTUS
Dated February 29, 2000
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses to be incurred in connection with
the issuance and distribution of the securities being registered. All amounts
shown are estimates, except the registration fee.
Registration fee $ 4,240
Trustees' and transfer agents' fees $ 1,000
Costs of printing $ 15,000
Fees and expenses of attorneys $ 8,000
Fees and expenses of accountants $ 2,000
Miscellaneous $ 1,000
--------
Total $ 31,240
Item 15. 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 to 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 proceedings 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 16. Exhibits.
The exhibits required by this item are listed on page E-1.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes (1)
to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; (ii) 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; (iii) 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 clauses
(a)(1)(i) and (a)(1)(ii) do not apply if the information
required to be included in a post-effective amendment by those
clauses is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement; (2) that, for the
purpose of determining any liability under the Securities Act
of 1933, 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; and (3) 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.
(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Indianapolis, the State of Indiana, on February 28,
2000.
VECTREN CORPORATION
By:/s/ Niel C. Ellerbrook
-------------------------------------
Niel C. Ellerbrook
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
1. Principal Executive
Officer, Principal
Financial and
Accounting Officer:
/s/ Niel C. Ellerbrook President and Chief Executive February 28, 2000
- - ------------------------- Officer, Chief Financial Officer
Niel C. Ellerbrook and Director
/s/ Andrew E. Goebel Vice President, Chief Operating February 28, 2000
- - ------------------------- Officer and Director
Andrew E. Goebel
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
4-A Articles of Incorporation of Vectren Corporation
(incorporated by reference to Exhibit 3(a) to Registrant's
Form S-4 (Registration No. 333-90763) filed on November 12,
1999)
4-B Bylaws of Vectren Corporation (incorporated by reference to
Exhibit 3(b) to Registrant's Form S-4 (Registration No.
333-90763) filed on November 12, 1999)
4-C Shareholder Rights Agreement dated as of October 21, 1999
between Vectren Corporation and EquiServ Trust Company,
N.A., as Rights Agent (incorporated by reference to Exhibit
4 to Registrant's Form S-4 (Registration No. 333-90763)
filed on November 12, 1999)
5 Opinion of Barnes & Thornburg
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 Barnes & Thornburg (in Exhibit 5)
EXHIBIT 5
February 25, 2000
Vectren Corporation
20 N.W. Fourth Street
Evansville, IN 47741
Dear Ladies and Gentlemen:
You have requested our opinion in connection with the Registration
Statement on Form S-3 (the "Registration Statement") anticipated to be filed
with the Securities and Exchange Commission by Vectren Corporation, an Indiana
corporation ("Vectren"), on February 29, 2000, with respect to the registration
of one million (1,000,000) shares of common stock, without par value, of Vectren
(the "Shares") to be issued and sold to eligible participants in the Vectren
Corporation Automatic Dividend Reinvestment and Stock Purchase Plan (the
"Plan").
We have examined such records and documents and have made such
investigations of law and fact as we have deemed necessary in the circumstances.
Based on that examination and investigation, we are of the opinion that the
Shares have been duly authorized, and when issued and sold and the purchase
price thereof has been paid, all as contemplated by the Plan as described in the
Registration Statement and in the Prospectus relating thereto, as the same may
be amended, and in compliance with the Securities Act of 1933, as amended, and
with applicable state blue sky laws, the Shares will be legally issued, fully
paid and non-assessable.
We consent to the use of our name under the caption "LEGAL MATTERS" in
the Prospectus included in the Registration Statement and to the filing of this
opinion as Exhibit 5 to the Registration Statement.
The foregoing opinion is limited to the application of the internal
laws of the State of Indiana and applicable federal law, and no opinion is
expressed herein as to any matter governed by the laws of any other
jurisdiction.
Sincerely,
BARNES & THORNBURG
Exhibit 23-A
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated October 29, 1999
included in Indiana Energy, Inc.'s Form 10-K and 10-KA for the year ended
September 30, 1999 and to all references to our Firm included in this
Registration Statement.
Indianapolis, Indiana ARTHUR ANDERSEN LLP
February 25, 2000
Exhibit 23-B
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated January 29, 1999
(except with respect to Notes 1 and 10, as to which the date is November 1,
1999) included in SIGCORP, Inc.'s Form 10-K and Form 10-KA for the year ended
December 31, 1998 and to all references to our Firm included in this
Registration Statement.
Chicago, Illinois ARTHUR ANDERSEN LLP
February 25, 2000
