Registration No. 333-39085
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
TO
FORM S-3
AMENDMENT NO 1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
INDIANA GAS COMPANY, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-0793669
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1630 North Meridian Street
Indianapolis, Indiana 46202
(317) 926-3351
(Address, including zip code, and telephone
number, including area code, of
registrant's principal executive offices)
Niel C. Ellerbrook, President and
Chief Operating Officer
Indiana Gas Company, Inc.
1630 North Meridian Street
Indianapolis, Indiana 46202
(317) 321-0510
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Catherine L. Bridge, Esquire J. Michael Parish, Esquire
Barnes & Thornburg Reid & Priest LLP
1313 Merchants Bank Building 40 West 57th Street
11 South Meridian Street New York, New York 10019
Indianapolis, Indiana 46204
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
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.
/ X /
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. [X]
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CALCULATION OF REGISTRATION FEE
Type of each class Amount to be Proposed Proposed maximum Amount
of securities to be registered maximum offering aggregate offering registration fee
registered price per share (1) price (1)
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Debt Securities $95,000,000 100% $95,000,000 $28,788 (2)
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(1) Estimated solely for the purpose of calculating the registration fee.
(2) Previously filed on October 30, 1997.
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The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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[RED HERRING LANGUAGE ALONG LEFT MARGIN]
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THE SECURITIES IN
ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED OCTOBER 30, 1997
$95,000,000
INDIANA GAS COMPANY, INC.
Debt Securities
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Indiana Gas Company, Inc. (the "Company") intends from time to time to
issue up to $95,000,000 aggregate principal amount of its Debt Securities (the
"Debt Securities") consisting of unsecured debentures, notes or other evidences
of indebtedness, in one or more series, on terms to be determined at the time or
times of sale. For each offering of Debt Securities for which this Prospectus is
being delivered, there will be an accompanying Prospectus Supplement (the
"Prospectus Supplement") that sets forth the title, aggregate principal amount,
maturity, rate or rates and times of payment of interest, any terms for
redemption at the option of the Company or the holders, any terms for sinking
fund payments, any listing on a national securities exchange and the initial
public offering price and any other terms in connection with the offering and
sale of such Debt Securities.
The Debt Securities may be sold directly by the Company or through
agents designated from time to time or through underwriters or dealers, which
may include Merrill Lynch & Co. or which may be a group of underwriters
represented by Merrill Lynch & Co. or other firms. If any agents of the Company
or any underwriters are involved in any sale of the Debt Securities in respect
of which this Prospectus is being delivered, the names of such agents or
underwriters, the principal amount, if any, to be purchased by the underwriters
and the compensation, if any, of such underwriters or agents will be set forth
in the Prospectus Supplement.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is __________ ____, 1997.
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AVAILABLE INFORMATION
Indiana Gas Company, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the "SEC"). Such
material may be inspected and copied at the public reference facilities
maintained by the SEC at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the SEC's regional offices located at Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and Seven
World Trade Center, Suite 1300, New York, New York 10048; and copies of such
material can also be obtained at prescribed rates from the Public Reference
Section of the SEC at its principal office at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The SEC also maintains a Web site on the internet that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC, including the
Company. The address of such site is: http://www.sec.gov.
The Company has filed with the SEC a registration statement on Form S-3
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"). This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the SEC. For further information, reference is
hereby made to the Registration Statement.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the SEC pursuant to the
Exchange Act are incorporated by reference into this Prospectus:
(a) The Company's Annual Report on Form 10-K for the year ended
September 30, 1996.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended December 31, 1996, March 31, 1997 and June 30, 1997.
(c) The Company's Current Reports on Form 8-K dated October 2,
1996, July 31, 1997, September 15, 1997, October 8, 1997,
October 31, 1997 and November 14, 1997.
All documents filed by the Company pursuant to Sections 13, 14 or 15(d)
of the Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Debt Securities offered hereby shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any or all of the documents
referred to above which have been or may be incorporated in this Prospectus by
reference, other than exhibits to such documents unless specifically
incorporated by reference into such documents. Requests for such copies should
be directed to Vice President and Treasurer, Indiana Gas Company, Inc., 1630
North Meridian Street, Indianapolis, Indiana 46202-1496, telephone (317)
926-3351.
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CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE DEBT
SECURITIES. SPECIFICALLY, THE UNDERWRITERS MAY OVERALLOT IN CONNECTION WITH THE
OFFERING, AND MAY BID FOR, AND PURCHASE, THE DEBT SECURITIES IN THE OPEN MARKET.
FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "PLAN OF DISTRIBUTION."
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THE COMPANY
The Company is an operating public utility engaged in the business of
providing gas utility service in the State of Indiana. The Company was
incorporated under the laws of the State of Indiana on July 16, 1945. All of the
outstanding shares of Common Stock of the Company are owned by Indiana Energy,
Inc., which is a public holding company.
At September 30, 1997, the Company supplied gas to approximately
477,000 customers in 281 communities in 48 of the 92 counties in the State of
Indiana. The Company's service area has a population of approximately 2 million
and contains diversified manufacturing and agricultural-related enterprises. The
principal industries served include 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.
The Company does not provide gas service in Indianapolis although its general
office is located in that city.
The address of the general office of the Company is 1630 North Meridian
Street, Indianapolis, Indiana 46202. Its telephone number is 317-926-3351.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges of the Company for the fiscal
years ended September 30, 1996, 1995, 1994, 1993 and 1992 was 4.6; 4.1; 4.1;
3.5; and 3.5, respectively. The ratio of earnings to fixed charges of the
Company for the twelve month period ended June 30, 1997 was 4.4. For the purpose
of computing the ratio of earnings to fixed charges, (i) earnings consist of net
income to which have been added income taxes, investment tax credits and fixed
charges and (ii) fixed charges include interest charges, amortization of debt
discount and expense, and the estimated interest component of rents.
USE OF PROCEEDS
The Company may use a portion of the net proceeds from the sale of the
Debt Securities offered hereby to refinance certain series of its long-term debt
(depending upon interest rates, market prices and other factors). The net
proceeds from the sale of Debt Securities not used to refinance such existing
indebtedness will be applied to finance, in part, the Company's continuing
construction program, for the payment of obligations incurred in connection with
such refinancing or such construction expenditures, and for other corporate
purposes.
Capital expenditures for the fiscal year 1997 were approximately
$72,000,000 and the Company expects that approximately $68,000,000 will be
expended in fiscal year 1998 and approximately $63,000,000 will be expended in
fiscal year 1999. In fiscal 1997, 58% of the Company's capital expenditures was
provided by funds generated internally (utility income less dividends plus
charges to utility income not requiring funds). In fiscal 1996, 70% of capital
expenditures was provided by funds generated internally.
DESCRIPTION OF THE DEBT SECURITIES
General
The Debt Securities will be issued under the Indenture dated as of
February 1, 1991, between the Company and First Trust National Association
(successor to Bank of America Illinois which in turn is successor to Continental
Bank, National Association), as Trustee (the "Trustee"), as supplemented and
modified by indentures supplemental thereto (the "Indenture"), a copy of which
is filed as an exhibit to the Registration Statement.
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The following summaries of certain provisions of the Indenture do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all of the provisions of the Indenture, including the
definitions therein of certain terms. Wherever particular Sections or defined
terms of the Indenture are referred to herein or in a Prospectus Supplement,
such Sections or defined terms are incorporated herein or therein by reference.
The Indenture provides that, in addition to the Debt Securities offered
hereby, additional debt securities (including both interest bearing and original
issue discount securities) may be issued thereunder, without limitation as to
the aggregate principal amount. The Indenture does not limit the amount of other
debt, secured or unsecured, which may be issued by the Company. The Debt
Securities are unsecured and rank equally with the Company's other unsecured
indebtedness.
Unless otherwise indicated in the Prospectus Supplement, the Debt
Securities will be issued only in fully registered form, without coupons, in
denominations of $1,000 or any multiple thereof, will be registered for transfer
and exchange, and principal and interest, if any, will be payable at the
Corporate Trust Offices of the Trustee in Chicago, Illinois and New York, New
York. No service charge will be made for any transfer or exchange of the Debt
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other government charge payable in connection therewith.
The applicable Prospectus Supplement or Prospectus Supplements will
describe the following terms of the series of Debt Securities ("Offered
Securities") in respect of which the same is being delivered: (1) the title of
the Offered Securities; (2) any limit on the aggregate principal amount of the
Offered Securities; (3) the date or dates on which the principal of the Offered
Securities will be payable; (4) the rate or rates at which the Offered
Securities will bear interest, if any, and the date or dates from which any such
interest will accrue; (5) the Interest Payment Dates on which any such interest
on the Offered Securities will be payable and the Regular Record Date for any
interest payable on any Offered Securities; (6) the place or places where the
principal of (and premium, if any) and interest, if any, on Offered Securities
will be payable, any Offered Securities may be surrendered for registration or
transfer, and Offered Securities may be surrendered for exchange; (7) the period
or periods within which, the price or prices at which, and the terms and
conditions upon which, the Offered Securities may be redeemed or purchased, in
whole or in part; (8) any mandatory or optional sinking fund or analogous
provisions; (9) the denominations in which any Offered Securities will be
issuable if other than denominations of $1,000 and any integral multiple
thereof; (10) the currency or currencies of payment of principal of (and
premium, if any) and interest on the Offered Securities will be payable (if
other than U.S. dollars); (11) if the amount of payments of principal of (and
premium, if any) or interest on the Offered Securities may be determined with
reference to an index, the manner in which such amounts will be determined; (12)
if other than the full principal amount thereof, the portion of the principal
amount of Offered Securities which will be payable upon declaration of
acceleration of Maturity; (13) any additional Events of Default or covenants of
the Company pertaining to the Offered Securities; and (14) any other terms of
the Offered Securities. Any such Prospectus Supplement will also describe any
special provisions for the payment of additional amounts with respect to the
Offered Securities.
Limitations on Liens
The Company has agreed that, so long as any of the Debt Securities are
outstanding, it will not create or suffer to be created or to exist any mortgage
on, pledge of, or other lien on or security interest in ("Lien"), any property
of the Company now owned or hereafter acquired, securing any indebtedness for
money borrowed ("Debt"), without first offering to the Holder of each Debt
Security an undertaking by the Company to make effective provision whereby such
Debt Security shall be equally and ratably secured with any and all such
indebtedness and with any other indebtedness similarly entitled to be equally
and ratably secured (which offer may only be accepted by any Holder in writing
delivered to the Company on or prior to the 30th day following the date of the
Company's notice) and in accordance with such provisions as are acceptable to
the Trustee. However, these restrictions on Liens do not apply to nor prevent
the creation or existence of: (i) certain governmental and similar Liens,
pledges and deposits described in the Indenture; leases made, or existing on
property acquired, in the ordinary course of business (including leases made in
sale and lease-back transactions); and zoning restrictions, easements, licenses
or restrictions on the use of real property or minor irregularities in the title
thereto, which do not, in the opinion of the Company, materially impair the use
of such property in the operation of the business of the Company or the value of
such property for the purpose of such
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business; (ii) Liens on any property acquired, constructed or improved by the
Company after the date of the Indenture which are created or assumed
contemporaneously with, or within 120 days after, such acquisition or completion
of such construction or improvement, or within six months thereafter pursuant to
a firm commitment for financing arranged with a lender or investor within such
120-day period, to secure or provide for the payment of all or any part of the
purchase price of such property or the cost of such construction or improvement
incurred after the date of the Indenture, or, in addition to Liens contemplated
by clause (iii) below, Liens on any property existing at the time of acquisition
thereof, so long as the Liens do not apply to any property theretofore owned by
the Company other than, in the case of any such construction or improvement, any
theretofore unimproved real property on which the property so constructed or the
improvement is located; (iii) existing Liens on any property or indebtedness of
a corporation which is merged with or into or consolidated with the Company;
(iv) Liens in favor of the United States of America, any State, or any
department, agency or instrumentality or political subdivision of any such
jurisdiction, to secure partial, progress, advance or other payments pursuant to
any contract or statute or to secure any indebtedness incurred for the purpose
of financing all or any part of the purchase price of the cost of constructing
or improving the property subject to such Liens, including, without limitation,
Liens to secure Debt of the pollution control or industrial revenue bond type;
(v) Liens to secure loans to the Company maturing within 12 months from the
creation thereof and made in the ordinary course of business; (vi) Liens on any
property (including any natural gas, oil or other mineral property) to secure
all or part of the cost of exploration, drilling or development thereof or to
secure Debt incurred to provide funds for any such purpose; and (vii) Liens for
the sole purpose of extending, renewing or replacing in whole or in part Debt
secured by any Lien referred to in clauses (i) through (vi) or this clause
(vii), so long as the principal amount of Debt secured thereby does not exceed
the principal amount of Debt so secured at the time of such extension, renewal
or replacement, and that such extension, renewal or replacement is limited to
all or a part of the property or indebtedness which secured the Lien so
extended, renewed or replaced (plus improvements on such property).
Events of Default
The following constitute Events of Default under the Indenture with
respect to Debt Securities of any series: (1) default in the payment of
principal of (or premium, if any, on) any Debt Security when due and the
continuation of such default for a period of three Business Days thereafter; (2)
default in the payment of interest on any Debt Security when due and the
continuation thereof for a period of 30 days; (3) default in the payment of any
sinking fund payment when due by the terms of the Debt Securities of that series
and the continuation of such default for a period of three Business Days
thereafter; (4) default in the performance or breach of any covenant or warranty
of the Company in the Indenture (other than a covenant or warranty included in
the Indenture solely for the benefit of one or more series of Debt Securities
other than such series), and the continuation thereof for 60 days after written
notice to the Company as provided in the Indenture; (5) default in the payment
of principal, premium, if any, or interest on (after any applicable period of
grace), or acceleration of, indebtedness evidenced by any other series issued
under the Indenture or any other mortgage, indenture or instrument, or other
evidence of indebtedness of the Company for borrowed money, in an aggregate
amount exceeding $10,000,000, which default is not rescinded or annulled, or
indebtedness not discharged, within 90 days after written notice to the Company
as provided in the Indenture; (6) certain events of bankruptcy, insolvency or
reorganization; and (7) any other Event of Default provided with respect to Debt
Securities of a particular series.
If an Event of Default with respect to the Debt Securities occurs and
is continuing, either the Trustee or the Holders of 33% in aggregate principal
amount of the outstanding Debt Securities may declare the principal amount of
all Debt Securities to be due and payable immediately. At any time after the
declaration of acceleration with respect to the Debt Securities has been made,
but before a judgment or decree based on acceleration has been obtained, the
Holders of a majority in principal amount of the outstanding Debt Securities
may, under certain circumstances, rescind and annul such acceleration.
The Indenture provides that, subject to the duty of the Trustee during
default to act with the required standard of care, the Trustee will be under no
obligation to exercise any of its rights or powers under the Indenture at the
request or direction of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable indemnity. Subject to such provisions for the
indemnification of the Trustee, the Holders of a majority in principal amount of
the outstanding Debt Securities will have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or
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power conferred on the Trustee, with respect to the Debt Securities. The right
of a Holder of any Debt Security to institute a proceeding with respect to the
Indenture is subject to certain conditions precedent, but each Holder has an
absolute right to receive payment of principal, premium, if any, and interest
when due and to institute suit for the enforcement of any such payment. The
Indenture provides that the Trustee, within 90 days after the occurrence of a
default with respect to the Debt Securities, is required to give the Holders of
the Debt Securities notice of such default, unless cured or waived; provided
that, except in the case of default in the payment of principal or of interest
on any Debt Security, the Trustee may withhold such notice if it determines it
is in the interest of such Holders to do so and the Trustee must withhold such
notice for 45 days in the event of a default described in clause 4 of the second
preceding paragraph.
The Company is required to furnish annually to the Trustee a statement
as to the performance by the Company of certain of its obligations under the
Indenture and as to any default in such performance.
Other than the restrictions on the Issuance of additional secured Debt
described above, there are no provisions of the Indenture which afford Holders
of the Debt Securities protection in the event of a highly leveraged transaction
involving the Company. However, such a transaction would require regulatory
approval and management of the Company believes that such approval would be
unlikely in a highly leveraged context.
Consolidation, Merger, Sale or Conveyance
The Indenture provides that the Company may, without the consent of the
holders of the Debt Securities, consolidate with, or convey, transfer or lease
its property and assets substantially as an entity to another corporation, only
if in any such case (i) if the Company is not the continuing corporation, the
successor corporation shall assume by a supplemental indenture the Company's
obligations under the Indenture and (ii) immediately after giving effect to such
transaction, no Event of Default, and no event which after notice or lapse of
time would become an Event of Default, shall have occurred and be continuing.
Modification of the Indenture
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than a majority in
principal amount (calculated as provided in the Indenture) of the Outstanding
Securities, if all series of Outstanding Securities are affected, or the Holders
of a majority in aggregate principal amount of each series affected by such
modification, in case one or more, but less than all, of the series of
Outstanding Securities are affected, to modify the Indenture or any supplemental
indenture or the rights of the Holders of the Debt Securities of any series;
provided that no such modification shall, without the consent of the Holders of
each Debt Security affected thereby, change the maturity of any Debt Security,
or reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or reduce any amount payable upon redemption of any
Debt Security, or reduce the overdue rate thereof or change the currency of
payment of principal or interest on any Debt Security or reduce the above stated
percentage in principal amount of Outstanding Securities the consent of the
Holders of which is required for modification or amendment of the Indenture or
for waiver of certain defaults, or change any obligation of the Company to
maintain an office or agency in each Place of Payment.
The Indenture also permits the Company and the Trustee to amend the
Indenture in certain circumstances without the consent of the Holders of any
Debt Securities to evidence the merger of the Company or the replacement of the
Trustee and for certain other purposes.
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EXPERTS
The audited financial statements and schedules incorporated by
reference into this Prospectus and elsewhere in the Registration Statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports included or incorporated by reference herein, and are
incorporated herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
The statements as to matters of law and legal conclusions under the
caption "Description of the Debt Securities" have been reviewed by Barnes &
Thornburg, counsel for the Company, and are made on the authority of said firm.
LEGAL OPINIONS
The validity of the Debt Securities will be passed upon for the Company
by Barnes & Thornburg, 1313 Merchants Bank Building, 11 South Meridian Street,
Indianapolis, Indiana 46204, counsel for the Company, and for the Underwriters
by Reid & Priest LLP, 40 West 57th Street, New York, New York 10019, which will
rely on Barnes & Thornburg as to matters of Indiana law.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities to or through underwriters,
and also may sell the Debt Securities directly to other purchasers or through
dealers or agents. Such underwriters may include Merrill Lynch & Co. and/or a
group of underwriters represented by firms including Merrill Lynch & Co. Merrill
Lynch & Co. may also act as agent.
The distribution of the Debt Securities may be effected from time to
time in one or more transactions at a fixed price or prices, which may be
changed, or at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices.
In connection with the sale of the Debt Securities, underwriters may
receive compensation from the Company or from purchasers of the Debt Securities
for whom they may act as agents in the form of discounts, concessions or
commissions. Underwriters may sell the Debt Securities to or through dealers,
and such dealers may receive compensation in the form of discounts, concessions
or commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agents. Underwriters, dealers and agents that participate
in the distribution of the Debt Securities may be deemed to be underwriters, and
any discounts or commissions received by them from the Company and any profit on
the resale of the Debt Securities by them may be deemed to be underwriting
discounts and commissions under the Act. Any such underwriter, dealer or agent
will be identified, and any such compensation received from the Company will be
described, in a Prospectus Supplement.
Under agreements which may be entered into by the Company,
underwriters, dealers and agents who participate in the distribution of the Debt
Securities may be entitled to indemnification by the Company against certain
liabilities, including liabilities under the Act, or to contribution from the
Company with respect to payments which the underwriters, dealers or agents may
be required to make in respect thereof.
If so indicated in a Prospectus Supplement, the Company will authorize
underwriters or other persons acting as the Company's agents to solicit offers
by certain institutions to purchase the Debt Securities from the Company
pursuant to contracts providing for payment and delivery on a future date.
Institutions with which such contracts may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases such
institutions must be approved by the Company. The obligations of any purchaser
under any such contract will be subject to the condition that the purchase of
the Offered Securities shall not at the time of delivery be prohibited under the
laws of the jurisdiction to which such purchaser is subject. The underwriters
and such other agents will not have any responsibility in respect of the
validity or performance of such contracts.
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In connection with the offering of the Debt Securities, underwriters
may purchase and sell the Debt Securities in the open market. These transactions
may include overallotment and stabilizing transactions and purchases to cover
short positions credited by the underwriters in connection with the offering.
The underwriters also may impose a penalty bid, whereby selling concessions
allowed to broker-dealers in respect of the securities sold in the offering may
be reclaimed by the underwriters if such Debt Securities are repurchased by the
underwriters in stabilizing or covering transactions. These activities may
stabilize, maintain or otherwise affect the market price of the Debt Securities,
which may be higher than the price that might otherwise prevail in the open
market; and these activities, if commenced, may be discontinued at any time.
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[LEFT COLUMN]
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus Supplement or the
Prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized. This Prospectus Supplement and the
Prospectus do not constitute an offer to sell or the solicitation of an offer to
buy any securities other than the securities described in this Prospectus
Supplement or an offer to sell or the solicitation of an offer to buy such
securities in any circumstances in which such offer or solicitation is unlawful.
Neither the delivery of this Prospectus Supplement or the Prospectus nor any
sale made hereunder or thereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the Company since
the date hereof or that the information contained herein or therein is correct
as of any time subsequent to the date of such information.
TABLE OF CONTENTS
Prospectus
Page
Available Information.........................................................2
Incorporation of Certain Documents
by Reference ...............................................................2
The Company ..................................................................3
Ratio of Earnings to Fixed Charges ...........................................3
Use of Proceeds ..............................................................3
Description of the Debt Securities ...........................................3
Experts ......................................................................7
Legal Opinions ...............................................................7
Plan of Distribution .........................................................7
<PAGE>
[RIGHT COLUMN]
$95,000,000
INDIANA GAS COMPANY, INC.
LOGO
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PROSPECTUS
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<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.
Securities and Exchange Commission
registration fee ....................................... $ 28,788
Fees and expenses of accountants ........................... 25,000
Fees and expenses of counsel................................ 75,000
Blue Sky and legal investment
fees and expenses....................................... 15,000
Fees and expenses of Trustee................................ 15,000
Printing expenses........................................... 20,000
Printing and engraving of Securities........................ 23,000
Rating agency fees.......................................... 20,000
Miscellaneous............................................... 15,212
--------
Total................................................... $ 237,000
========
Item 15. Indemnification of Directors and Officers.
The following discussion of the indemnification provisions of the
Indiana Business Corporation Law (Indiana Code ss. 23-1-37) (the "BCL"), which
applies to the Company, is a summary, is not meant to be complete, and is
qualified in its entirety by reference to the BCL.
The BCL authorizes a corporation to indemnify its directors,
officers, employees and agents against expenses in certain proceedings provided
such person (i) acted in good faith, (ii) reasonably believed if acting in an
official capacity, that his conduct was in the best interest of the corporation,
or in all other cases, that his conduct was at least not opposed to the
corporation's best interest, and (iii) in the case of criminal proceedings the
individual had reasonable cause to believe that his conduct was lawful, or had
no reasonable cause to believe that his conduct was unlawful. The BCL provides
further that a corporation shall indemnify its directors, officers, employees,
and agents who are wholly successful, on the merits or otherwise, against
expenses in the defense of such proceedings. The BCL provides, however, that
this indemnification should not be deemed exclusive of any other indemnification
rights provided by the Articles of Incorporation, By-Laws, resolution or other
authorizations adopted by a majority vote of the voting shares then issued and
outstanding.
Under the same statute, an Indiana corporation may purchase and
maintain insurance on behalf of any person who is or was a director, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another enterprise against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under the provisions of the BCL.
Section 8.08, Clause (b) of Article 8 of the Amended and Restated
Articles of Incorporation, as amended, of the Company provides as follows:
Clause (b). Indemnification of Corporate Persons and Related Matters.
The following provisions apply to the indemnification by the Corporation of
directors, members of any committees of the Board of Directors, officers,
employees and agents of the Corporation (collectively "Corporate Persons") and
matters related thereto:
S-1
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(i) Indemnification Standards. The Corporation shall indemnify
any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding,
whether civil or criminal, administrative or investigative, formal or
informal (an "Action"), by reason of the fact that he is or was a
Corporate Person of the Corporation or is or was serving at the request
of the Corporation as a Corporate Person, partner, trustee or member or
in another authorized capacity (collectively, an "Authorized Capacity")
of or for another Legal Entity, whether or not organized or formed for
profit (collectively, "Another Entity"), against expenses (including
attorneys' fees) ("Expenses") and judgments, penalties, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such Action, if such person (1) acted in good faith,
(2) acted in a manner he reasonably believed (A) with respect to
actions as a Corporate Person of the Corporation, to be in the best
interests of the Corporation, or (B) with respect to actions in an
Authorized Capacity of or for Another Entity, was not opposed to the
best interests of the Corporation, and (3) with respect to any criminal
Action, either (A) had reasonable cause to believe his conduct was
lawful, or (B) had no reasonable cause to believe his conduct was
unlawful. The termination of any Action by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall
not, of itself, be determinative that the person did not meet the
standards for indemnification set forth in this Clause (b)(i) (the
"Indemnification Standards").
(ii) Indemnification in Successfully Defended Actions. To the
extent that a person who is or was a Corporate Person of the
Corporation, or is or was serving at the request of the Corporation in
an Authorized Capacity of or for Another Entity, has been successful on
the merits or otherwise in the defense of any Action referred to in
Clause (b)(i) above, or in the defense of any claim, issue or matter in
any such Action, the Corporation shall indemnify him against Expenses
actually and reasonably incurred by him in connection therewith.
(iii) Indemnification Procedure. Unless ordered by a court,
any indemnification of any person under Clause (b)(i) above shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of such person is proper in the
circumstances because he met the Indemnification Standards. Such
determination shall be made (1) by the Board, by a majority vote of a
quorum consisting of Directors who are not at the time parties to the
Action involved ("Parties"); or (2) if a quorum cannot be obtained
under Subparagraph (1), by a majority vote of a Committee duly
designated by the Board (in which designation Directors who are Parties
may participate), consisting solely of two or more Directors who are
not at the time Parties; or (3) by written opinion of independent legal
counsel (A) selected by the Board or Committee in the manner prescribed
in Subparagraphs (1) or (2), respectively, or (B) if a quorum cannot be
obtained and a Committee cannot be designated under Subparagraphs (1)
and (2), respectively, selected by a majority of the full Board, in
which selection Directors who are Parties may participate; or (4) by
the Shareholders who are not at the time Parties, voting together as a
single class.
(iv) Advances for Expenses. Expenses reasonably incurred in
defending an Action by any person who may be entitled to
indemnification under Clause (b)(i) above may be paid by the
Corporation in advance of the final disposition of such Action if (1)
such person furnishes the Corporation with (A) a written affirmation of
his good faith belief that he has met, and (B) a written undertaking,
executed personally or on his behalf, to repay the advance (an
"Undertaking") if it is ultimately determined that he did not meet, the
Indemnification Standards; and (2) a determination is made, under the
procedure set forth in Clause (b)(iii) above, that the facts then known
to those making the determination would not preclude indemnification
under Clause (b)(i) above. An Undertaking must be an unlimited general
obligation of the person making it, but need not be secured and may be
accepted by the Corporation without further reference to such person's
financial ability to make repayment.
(v) Rights Not Exclusive. The indemnification provided in
these Articles (1) shall not be deemed exclusive of any other rights to
which a person seeking indemnification may be entitled under (A) any
law, (B) the By-Laws, (C) any resolution of the Board or of the
Shareholders, (D) any other
S-2
<PAGE>
authorization, whenever adopted, after notice, by a majority vote of
all Shares entitled to vote on General Voting Matters, or (E) the
articles of incorporation, code of by-laws or other governing
documents or any resolution of or other authorization by the
directors, shareholders, partners, trustees, members, owners or
governing body, of Another Entity; (2) shall inure to the benefit of
the heirs, executors and administrators of such person; and (3) shall
continue as to any such person who has ceased to be a Corporate
Person of the Corporation or to be serving in an Authorized Capacity
for Another Entity.
(vi) Insurance. The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a Corporate
Person of the Corporation, or is or was serving at the request of the
Corporation in an Authorized Capacity of or for Another Entity,
against any liability asserted against and incurred by him in any
such capacity, or arising out of his status as such, whether or not
the Corporation would have the power to indemnify him against such
liability under the provisions of this Clause (b).
(vii) Definition of Corporation. For the purposes of this Clause
(b), references to "the Corporation" include any constituent
corporation absorbed in a consolidation or merger (a "Constituent")
as well as the resulting or surviving corporation (the "Survivor"),
such that any person who is or was a Corporate Person of such a
Constituent, or is or was serving at the request of such Constituent
in an Authorized Capacity of or for Another Entity, shall stand in
the same position under the provisions of this Clause (b) with
respect to the Survivor as he would if he had served the Survivor, or
at his request, in the same capacity.
The Company maintains directors' and officers' liability insurance
with an annual aggregate limit of $35,000,000 for the current policy period,
subject to a $200,000 deductible at the corporate level, for each wrongful act
where corporate reimbursement is available to any director or officer. When
corporate reimbursement is not available as prescribed by applicable common law,
statutory law or the Company's governing documents, the insurer will reimburse
the directors and officers with no deductible with respect to losses sustained
by them for specified wrongful acts while acting in their capacities,
individually or collectively, as such directors or officers.
Item 16. List of 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; and (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 with or furnished to the
Commission 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.
S-3
<PAGE>
(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.
S-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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, State of Indiana, on November 13, 1997.
INDIANA GAS COMPANY, INC.
By: /s/ Lawrence A. Ferger*
-----------------------------------
Lawrence A. Ferger, Chairman,
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
(1) Principal Executive Officer
/s/ Lawrence A. Ferger*
- -------------------------------- Chairman and November 13, 1997
Lawrence A. Ferger Chief Executive Officer
(2) Principal Financial Officer
/s/ Niel C. Ellerbrook
- -------------------------------- President November 13, 1997
Niel C. Ellerbrook
(3) Principal Accounting Officer
/s/ Jerome A. Benkert, Jr.*
- -------------------------------- Vice President and November 13, 1997
Jerome A. Benkert, Jr. Controller
S-5
<PAGE>
(4) A Majority of the Board of Directors
/s/ Paul T. Baker*
- ---------------------------- Director )
Paul T. Baker )
)
)
/s/ Niel C. Ellerbrook )
- ---------------------------- Director )
Niel C. Ellerbrook )
)
)
/s/ Loren K. Evans* )
- ---------------------------- Director )
Loren K. Evans )
)
)
/s/ Lawrence A. Ferger* ) November 13, 1997
- ---------------------------- Director )
Lawrence A. Ferger )
)
)
/s/ Otto N. Frenzel III* )
- ---------------------------- Director )
Otto N. Frenzel III )
)
)
/s/ John E. Worthen* )
- ---------------------------- Director )
John E. Worthen )
*By: /s/ Niel C. Ellerbrook
--------------------------
Niel C. Ellerbrook, Attorney-in-Fact
S-6
<PAGE>
EXHIBIT INDEX
Exhibit 1 Proposed Form of Distribution Agreement between Indiana Gas
Company, Inc. and the Agents *
Exhibit 4 Indenture dated as of February 1, 1991 between Indiana Gas
Company, Inc. and First Trust National Association
(successor to Bank of America Illinois which in turn is
successor to Continental Bank, National Association), as
Trustee (incorporated by reference to Exhibit 4(a) to
Indiana Gas Company, Inc.'s Current Report on Form 8-K
dated February 1, 1991, and filed February 15, 1991); First
Supplemental Indenture thereto dated as of February 15,
1991 (incorporated by reference to Exhibit 4(b) to Indiana
Gas Company, Inc.'s Current Report on Form 8-K dated
February 1, 1991 and filed February 15, 1991); Second
Supplemental Indenture thereto dated as of September 15,
1991 (incorporated by reference to Exhibit 4(b) to Indiana
Gas Company, Inc.'s Current Report on Form 8-K dated
September 15, 1991 and filed September 25, 1991); Third
Supplemental Indenture thereto dated as of September 15,
1991 (incorporated by reference to Exhibit 4(c) to Indiana
Gas Company, Inc.'s Current Report on Form 8-K dated
September 15, 1991 and filed September 25, 1991); Fourth
Supplemental Indenture thereto dated as of December 2,
1992, (incorporated by reference to Exhibit 4(b) to Indiana
Gas Company, Inc.'s Current Report on Form 8-K dated
December 1, 1992 and filed December 8, 1992); and Officers'
Certificate pursuant to Section 301 of the Indenture dated
as of April 5, 1995, (incorporated by reference to Exhibit
4(a) to Indiana Gas Company, Inc.'s Current Report on Form
8-K dated and filed April 5, 1995). *
Exhibit 5 Opinion of Barnes & Thornburg with respect to the legality
of the securities registered hereunder. *
Exhibit 12 Statement re computation of ratios *
Exhibit 23(a) Consent of Arthur Andersen LLP *
Exhibit 23(b) Consent of Barnes & Thornburg (included in opinion of
counsel filed as Exhibit 5). *
Exhibit 24 Powers of Attorney *
Exhibit 25 Form T-1 Statement of Eligibility of Trustee *
- -------------------
* Previously filed as an Exhibit to this Registration Statement.
E-1
