March 30, 2000
Securities and Exchange Commission
Operations Center
6432 General Green Way
Alexandria, VA 22312-2413
Gentlemen:
We are transmitting herewith Vectren Corporation's
Annual Report on Form 10-K for the year ended
December 31, 1999, pursuant to the requirements of Section 13
of the Securities Exchange Act of 1934.
Very truly yours,
/s/James A.Hummel, II
James A.Hummel, II
JH:tmw
Enclosures
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-15467
VECTREN CORPORATION
(Exact name of registrant as specified in its charter)
INDIANA 35-2086905
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification
No.)
20 N. W. Fourth Street, Evansville, Indiana 47741
(Address of principal executive offices) (Zip Code)
812-465-5300
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Vectren Corporation
Common Stock - Without Par Value New York Stock Exchange
Securities registered pursuant to Section 12(b) of the Act:
None
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90
days.
Yes X No
As of December 31, 1999, the aggregate market value of Common
Stock held by nonaffiliates was $0.
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest
practicable date.
Common Stock - Without par value 100 March 30,2000
Class Number of shares Date
Table of Contents
Part I
Business
Property
Legal Proceedings
Submission of Matters to a Vote of Security Holders
Executive Officers of the Company
Part II
Market for the Registrant's Common Equity and Related
Stockholders Matters
Selected Financial Data
Management's Discussion and Analysis of Results of Operations
and Financial Condition
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants
Part III
Directors and Executive Officers of the Registrant
Executive Compensation
Securities Ownership of Certain Beneficial Owners and
Management
Certain Relationships and Related Transactions
Part IV
Exhibits, Financial Statements Schedules, and Reports on Form
8-K
Part I
Item 1. Business
(a) General Description of the Business.
Vectren Corporation is an Indiana corporation
organized on June 10, 1999 solely for the purpose of
effecting the merger of Indiana Energy, Inc. and SIGCORP,
Inc. with and into Vectren (the "Merger") and carrying on
the combined business of Indiana Energy, Inc. and
SIGCORP, Inc. after the Merger. The shareholders of
Vectren, Indiana Energy and SIGCORP have approved the
Merger. We expect the Merger to be consummated on March
31, 2000.
The principal executive offices of Vectren are located
at 20 N.W. Fourth Street, Evansville, Indiana, 47741, and
its telephone number is (812) 465-5300.
Indiana Energy, Inc. (Indiana Energy or the company) is
a public utility holding company with subsidiaries and
affiliates engaged in natural gas distribution, gas
portfolio administrative services and marketing of
natural gas, electric power and related services. It was
incorporated under Indiana law on October 24, 1985.
Indiana Energy has 14 subsidiaries, including Indiana Gas
Company, Inc. (Indiana Gas), and 10 non-regulated direct
or indirect subsidiaries, and investments in four non-
regulated joint ventures.
Indiana Gas, the principal subsidiary and business
entity of Indiana Energy, is an operating public utility
engaged in the business of providing gas utility service
in central and southern Indiana.
During fiscal 1999, Indiana Gas supplied gas to
approximately 503,000 residential, small commercial and
contract (large commercial and industrial) customers in
311 communities in 49 of the 92 counties in the state of
Indiana. Its service area has a population of
approximately 2 million and contains diversified
manufacturing and agricultural related enterprises. The
principal industries served include pharmaceuticals,
automotive parts and accessories, feed, flour and grain
processing, metal castings, aluminum products, gypsum
products, electrical equipment, metal specialties and
glass.
The largest communities served include Muncie, Anderson,
Lafayette - West Lafayette, Bloomington, Terre Haute,
Marion, New Albany, Columbus, Jeffersonville, New Castle
and Richmond. While Indiana Gas does not provide utility
services in Indianapolis, it does serve the counties and
communities which border that city.
An indirect subsidiary of Indiana Energy and Citizens By-
Products Coal Company, a wholly owned subsidiary of
Citizens Gas and Coke Utility ("Citizens Gas"), each own
50% of ProLiance Energy, LLC ("ProLiance"). ProLiance
provides natural gas and related services to Indiana Gas,
Citizens Gas, and other utilities and customers in
Indiana and the Midwest. ProLiance also buys electricity
on the wholesale market and then resells it to marketers,
utilities and other customers.
The principal executive offices of Indiana Energy are located
at 1630 North Meridian Street, Indianapolis, Indiana 46202,
and its telephone number is (317) 926-3351.
SIGCORP is a public utility holding company incorporated
October 19, 1994 under the laws of the state of Indiana.
SIGCORP has 11 wholly owned subsidiaries, including its
principal subsidiary, SIGECO, a gas and electric utility,
and ten non-regulated subsidiaries.
SIGECO is an operating public utility incorporated June
10, 1912, under the laws of the state of Indiana, engaged
in the generation, transmission, distribution and sale of
electric energy, and the distribution and sale of natural
gas in a service area which covers ten counties in
southwestern Indiana.
Electric service is supplied directly to Evansville and
74 other cities, towns and communities and adjacent rural
areas. Wholesale electric service is supplied to an
additional five communities. At December 31, 1999, SIGECO
served approximately 125,000 electric customers. At
December 31, 1999 SIGECO supplied gas service to
approximately 108,000 customers in Evansville and 64
other nearby communities and their environs.
The principal executive offices of SIGCORP are located
at 20 N.W. Fourth Street, Evansville, Indiana, 47741, and
its telephone number is (812) 465-5300.
Item 2. Property
Vectren owns no real property.
Item 3. Legal Proceedings
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 4a. Executive Officers of the Company
The Executive Officers of the company are as follows:
<TABLE>
Family
Relation- Office or Date Elected
Name Age ship Position Held Or Appointed(1)
<S> <C> <C> <C> <C>
Niel C. Ellerbrook 51 None Vectren Corporation
President and Chief June 10, 1999
Executive Officer
Indiana Energy, Inc.
President and Chief
Executive Officer June 1, 1999
President and Chief
Operating Officer Oct. 1, 1997
Executive Vice President,
Treasurer and Chief
Financial Officer Jan. 22, 1997
Vice President and
Treasurer and Chief
Financial Officer Oct. 25, 1985
Indiana Gas Company, Inc.
President and Chief
Executive Officer June 1, 1999
President Oct. 1, 1997
Executive Vice President
and Chief Financial
Officer Jan. 22, 1997
Senior Vice President and
Chief Financial Officer July 1, 1987
IEI Services, LLC
President Oct. 1, 1997
IEI Capital Corp.
President Oct. 29, 1997
IEI Investments, Inc.
Vice President and
Treasurer May 5, 1986
(through
Sep. 30, 1997)
(1) Each of the officers has served continuously since the dates
indicated unless otherwise noted.
Family
Relation- Office or Date Elected
Name Age ship Position Held Or Appointed(1)
Andrew E. Goebel 52 None Vectren Corporation
Vice President and Chief June 10, 1999
Operating Officer
SIGCORP
President and Chief
Operating Officer May 1999
Executive Vice President Sept. 1997
Secretary and Treasurer Jan. 1996
SIGECO
Chief Executive Officer May 1999
President and Chief
Executive Officer Sept. 1997
Senior Vice President
Chief Financial Officer
Secretary Oct. 1996
(1) Each of the officers has served continuously since the dates
indicated unless otherwise noted.
</TABLE>
Part II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters
There is no present market for the Registrant's common
stock. The common stock of the Registrant to be issued in
the Merger has been approved for listing on the New York
Stock Exchange upon official notice of issuance.
Item 6. Selected Financial Data
Not Applicable. Vectren has not yet commenced operations
and had no operations or other reportable financial data
in 1999.
Item 7. Management's Discussion and Analysis of the
Results of Operations and Financial Condition
Not Applicable. Vectren has not yet commenced operations
and had no operations or other reportable financial data
in 1999.
Item 7a. Quantitative and Qualitative Disclosures About Market
Risk
Not Applicable. Vectren has not yet commenced operations
and had no operations or other reportable financial data
in 1999.
Item 8. Financial Statements and Supplementary Data
Management's Responsibility for Financial Statements
The management of Vectren is responsible for the
preparation of this financial statement and the related
financial data contained in this report. The financial
statement was prepared in conformity with generally
accepted accounting principles.
The integrity and objectivity of the data in this report,
including required estimates and judgements, is the
responsibility of management. Management intends to
maintain a system of internal controls and utilizes an
internal auditing program to provide reasonable assurance
of compliance with company policies and procedures and the
safeguard of assets.
/s/ Neil C. Ellerbrook
Neil C. Ellerbrook
President and Chief Executive Officer
Report of Independent Public Accountants
To the Shareholders and Board of Directors of Vectren
Corporation:
We have audited the accompanying balance sheet of Vectren
Corporation (an Indiana Corporation) as of December 31,
1999. This financial statement is the responsibility of
the Company's management. Our responsibility is to
express an opinion on this financial statement based on
our audit.
We conducted our audit in accordance with auditing
standards generally accepted in the United States. Those
standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statement is free of material misstatement. An audit
includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statement referred to above
presents fairly, in all material respects, the financial
position of Vectren Corporation as of December 31, 1999,
in conformity with accounting principles generally
accepted in the United States.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Indianapolis, Indiana,
March 30, 2000.
VECTREN CORPORATION
BALANCE SHEET
December 31
1999
Assets $ -
Liabilities and Common Stockholders' Equity
Capitalization
Common Stock - authorized 190,000,000
Shares - issued and outstanding 100 shares 100
Subscriptions Receivable ($100)
Total Liabilities and Common Stockholders' Equity
Capitalization $ -
Note to Financial Statement
1. Formation of Vectren Corporation
Vectren Corporation (Vectren) is an Indiana corporation organized on
June 10, 1999 solely for the purpose of effecting the merger of
Indiana Energy, Inc. (Indiana Energy) and SIGCORP, Inc. (SIGCORP)
with and into Vectren and carrying on the combined business of
Indiana Energy and SIGCORP after the merger. On June 11, 1999,
Indiana Energy, SIGCORP and Vectren executed an Agreement and Plan of
Merger. As part of the Agreement and Plan of Merger, Indiana Energy
and SIGCORP were issued 50 shares respectively of Vectren Corporation
common stock, which will be canceled and cease to exist immediately
prior to the filing of the articles of merger with the Secretary of
State of Indiana.
Under the Agreement and Plan of Merger, SIGCORP shareholders will
receive one and one-third shares of Vectren common stock for each
share of SIGCORP stock, while Indiana Energy shares will be exchanged
on a one-for-one basis. The transaction has been approved by the
board of directors and shareholders of both companies and is intended
to be a tax-free exchange of shares and accounted for as a pooling of
interests. The merger has received all necessary regulatory
approvals and is expected to be consummated on March 31, 2000.
Item 9. Changes in and Disagreements with Accountants
None.
Part III
Item 10. Directors and Executive Officers of the Registrant
Except as identified in Part I, Item 4a, the Registrant
had no other Directors or Executive Officers at December
31, 1999.
Item 11. Executive Compensation
Not Applicable. Vectren has not yet commenced operations
and had no operations or other reportable financial data
in 1999.
Item 12. Securities Ownership of Certain Beneficial Owners and
Management
Indiana Energy, Inc. owns 50 shares or 50%, SIGCORP, Inc.
owns 50 shares or 50%.
The principal executive offices of Indiana Energy are
located at 1630 North Meridian Street, Indianapolis, Indiana 46202.
The principal executive offices of SIGCORP are located at
20 N.W. Fourth Street, Evansville, Indiana, 47741.
Item 13. Certain Relationships and Related Transactions
Refer to the Agreement and Plan of Merger as filed on Form
8-K by Indiana Energy, Inc. on June 15, 1999.
Part IV
Item 14 Exhibits, Financial Statement Schedules and Reports on
Form 8-K
(a)-1 Financial Statements
See Part II, Item 8 for Vectren Corporation Balance Sheet
dated December 31, 1999 and associated Note to the
Financial Statement
(a)-2 Financial Statement Schedules
Not Applicable. Vectren has not yet commenced operations
and had no operations or other reportable financial data
in 1999.
(a)-3 Exhibits
See Exhibit Index
(b) Reports on Form 8-K
On December 14, 1999, Vectren Corporation filed a
Current Report on Form 8-K with respect to the signing
of an Asset Purchase Agreement between Indiana Energy
and Dayton Power & Light Co., Inc. Items reported
include:
Item 5. Other Events
Item 7. Exhibits
99.1 Press release announcing Asset Purchase Agreement
dated December 15, 1999.
On March 24, 2000, Vectren Corporation filed a Current
Report on Form 8-K with respect to a presentation given
industry analysts on March 23, 2000. Items reported
include:
Item 7. Exhibits
99.1 Presentation to Industry Analysts
<TABLE>
EXHIBIT INDEX
Exhibit No. Description Reference
<S> <C> <C>
2-A Agreement and Plan of Exhibit 2 to Indiana
Merger dated as of June 11, Energy Inc.'s
1999, among Indiana Energy, Current Report on
Inc., SIGCORP, Inc. and Form 8-K dated as of
Vectren Corporation. June 11, 1999, and
filed as of June 14,
1999.
2-B Amendment No.1, dated Exhibit 2 to Indiana
December 14, 1999 to Energy's Current
Agreement and Plan of Report on Form 8-K
Merger (Set forth in 2-A, dated as of December
above) 16, 1999, and filed
as of December 16,
1999.
2-C Agreement and Plan of Exhibit 2 to
Merger dated as of June 11, SIGCORP, Inc.'s
1999, among Indiana Energy, Current Report on
Inc., SIGCORP, Inc. and Form 8-K dated as of
Vectren Corporation June 11, 1999, and
filed as of June 15,
1999.
4-A Articles of Incorporation Exhibit 3(a) to
of Vectren Corporation Vectren's Form S-4
(Registration No.
333-90763) filed on
November 12, 1999
4-B Bylaws of Vectren Exhibit 3(b) to
Corporation Registrant's Form S-
4 (Registration No.
333-90763) filed on
November 12, 1999
4-C Shareholder Rights Exhibit 4 to
Agreement dated as of Registrant's Form S-
October 21, 1999 between 4 (Registration No.
Vectren Corporation and 333-90763) filed on
EquiServ Trust Company, November 12, 1999
N.A., as Rights Agent
23 Consent of Arthur Andersen Filed herewith.
LLP
</TABLE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
VECTREN CORPORATION
Dated March 30, 2000 /s/ Niel C. Ellerbrook
Niel C. Ellerbrook,
President
And Chief Executive
Officer
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and
on the dates indicated.
Signature Title Date
/s/ Niel C. Ellerbrook President, Chief March 30, 2000
Niel C. Ellerbrook Executive Officer
/s/ Andrew E. Goebel Vice President March 30, 2000
Andrew E. Goebel and Chief Operating
Officer
EXHIBIT 23
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation of our report included in this Form 10-K into
Vectren Corporation's previously filed Registration Statement
File No. 333-31326.
/s/Arthur Andersen LLP
Arthur Andersen LLP
Indianapolis, Indiana,
March 30, 2000
