June 30, 1998
Securities and Exchange Commission
Operations Center
6432 General Green Way
Alexandria, VA 22312-2413
Gentlemen:
We are transmitting Form 11-K Annual Report for the
retirement savings plan for Indiana Gas Company, Inc.
for the fiscal year ended December 31, 1997, pursuant to
Section 15(d) of the Securities Exchange Act of 1934.
Very truly yours,
/s/Joseph E. Rosebrock
Joseph E. Rosebrock
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 1997
A. Full Title of the Plan and the Address of the Plan, if
Different from that of the Issuer named below:
Indiana Energy, Inc.
Retirement Savings Plan
1630 North Meridian Street
Indianapolis, IN 46202
B. Name of issuer of the Securities Held Pursuant to the Plan
and the Address of its Principal Executive Officer:
Indiana Energy, Inc.
1630 North Meridian Street
Indianapolis, IN 46202
ITEM 1 - Changes in the Plan
Effective July 1, 1995, T. Rowe Price (the trustee)
assumed trustee and recordkeeping responsibilities
from Fifth Third Bank. Plan assets, except for
Fund A, were sold and reinvested in four similar
funds established by T. Rowe Price at the
participants' current investment allocation percentages.
Effective October 1, 1997, Indiana Energy, Inc. became
the sponsor, replacing Indiana Gas Company, Inc.
ITEM 2 - Changes in Investment Policy
None
ITEM 3 - Contributions Under the Plan
None
ITEM 4 - Participating Employees
Approximately 1,161 employees were participants in the
Plan at December 31, 1997.
ITEM 5 - Administration of the Plan
(a) The following table sets forth the names of the persons who
administer the Plan and all positions or offices held with the
issuer, Indiana Energy, Inc. (IEI) and affiliated companies.
Each person acts as a member of the Plan Committee and
has an address at 1630 North Meridian Street, Indianapolis,
Indiana 46202.
Positions or Officers with issuer
Name or Affiliate
Lawrence A. Ferger Chairman and Chief Executive
Officer of IEI and IGC
Niel C. Ellerbrook President & Chief Operating
Officer of IEI and President
of IGC
Paul T. Baker Executive Vice President & Chief
Operating Officer of IGC
Steven M. Schein Vice President and Treasurer of
IEI and IGC
Thomas J. Zabor Vice President of Human Resources
of IEI Services
As of December 31, 1997, the trust fund was managed
by T. Rowe Price, as trustee.
(b) The members of the Plan committee received no compensation
from the Plan for Services as members of the Plan Committee
during the fiscal year ended December 31, 1997. See Item 6(b)
for information concerning compensation of the trustee.
ITEM 6 - Custodian of Investments
(a) Since July 1, 1995, T. Rowe Price, P.O. Box 17215, Baltimore,
MD 21297-0354, has acted as custodian of the securities and
other investments of the Plan.
(b) Not Applicable
(c) Custodian is exempt under ERISA from having to furnish
any bond in connection with the custody of security investments
or other assets of the Plan.
ITEM 7 - Reports to Participating Employees
Employees participating in the plan receive annual
summaries of the operations of the Plan (including
financial data) and quarterly statements of participant
accounts reflecting account balances, contributions to
the account, and earnings for the account.
ITEM 8 - Investment of Funds
(a) (1) Not Applicable
(a) (2) Not Applicable
(b) Not Applicable
ITEM 9 - Financial Statements and Exhibits
(a) The following financial statements are included in this Form
11-k:
Report of Independent Public Accountants
Statement of Financial Condition as of December 31,
1997
Statement of Financial Condition as of December 31,
1996
Statement of Income and Other Changes in Plan Equity
for the year ended December 31, 1997
Statement of Income and Other Changes in Plan Equity
for the year ended December 31, 1996
Statement of Income and Other Changes in Plan Equity
for the year ended December 31, 1995
Notes to Financial Statements
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Plan committee has duly caused this annual report to be
signed by the Undersigned thereunto duly authorized.
INDIANA GAS COMPANY, INC.
RETIREMENT SAVINGS PLAN
By: The Plan Committee as
Plan Administrator
/s/Lawrence A. Ferger
Lawrence A. Ferger
/s/Niel C. Ellerbrook
Niel C. Ellerbrook
/s/Paul T. Baker
Paul T. Baker
/s/Steven M. Schein
Steven M. Schein
/s/Thomas J. Zabor
Thomas J. Zabor
Date: June 30, 1998
INDIANA ENERGY, INC.
RETIREMENT SAVINGS PLAN
(Formerly Indiana Gas Company, Inc. Retirement Savings Plan)
INDEX TO FINANCIAL STATEMENTS
Page
Report of Independent Public Accountants
Statements of Financial Condition
Statements of Income and Other Changes
in Plan Equity
Notes to Financial Statements
Schedule
Item 27a - Assets Held for Investment Purposes I
Item 27d - Reportable Transactions II
INDIANA ENERGY, INC.
RETIREMENT SAVINGS PLAN
(Formerly Indiana Gas Company, Inc.
Retirement Savings Plan)
AS OF DECEMBER 31, 1997 AND 1996
TOGETHER WITH
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Indiana Energy, Inc.
Investment Committee:
We have audited the accompanying statements of financial condition of
the INDIANA ENERGY, INC. RETIREMENT SAVINGS PLAN (formerly the Indiana
Gas Company, Inc. Retirement Savings Plan) as of December 31, 1997 and
1996, and the related statements of income and other changes in plan
equity for the three years ended December 31, 1997. These financial
statements and the schedules referred to below are the responsibility
of the Plan's management. Our responsibility is to express an opinion
on these financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are 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 audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial condition of the Plan
as of December 31, 1997 and 1996, and the changes in its plan equity
for the three years ended December 31, 1997, in conformity with
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules of assets held for investment purposes and reportable
transactions are presented for the purpose of additional analysis and
are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The fund information in the
statements of financial condition and the statements of income and
other changes in plan equity are presented for purposes of additional
analysis rather than to present the plan equity and changes in plan
equity of each fund. The supplemental schedules and fund information
have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.
The schedule of reportable transactions that accompanies the Plan's
financial statements does not disclose the aggregate number of
purchase and sales transactions of each security included therein.
Disclosure of this information is required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974.
ARTHUR ANDERSEN LLP
Indianapolis, Indiana,
June 12, 1998.
<TABLE>
INDIANA ENERGY, INC.
RETIREMENT SAVINGS PLAN
(Formerly the Indiana Gas Company, Inc. Retirement Savings Plan)
STATEMENT OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1997
T. Rowe Price
Indiana
Energy, Stable
Inc. Value Equity
Common Common Equity Int'l New Index Spectrum
Stock Trust Income Balanced Stock Horizons 500 Growth Partic.
Fund Fund Fund Fund Fund Fund Fund Fund Loan Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at
current market
value (cost
$54,732,233)-
Ind. Ener.,Inc.
common stock $34,148,777 $ - $ - $ - $ - $ - $ - $ - $ - $34,148,777
Collective/
Common
Trust Fund - 8,612,893 - - - - - - - 8,612,893
Mutual Funds - - 13,287,016 6,900,836 1,137,509 2,502,972 2,713,995 1,168,056 - 27,710,384
Partic. loans - - - - - - - - 2,888,405 2,888,405
- - -
Tot. invest. 34,148,777 8,612,893 13,287,016 6,900,836 1,137,509 2,502,972 2,713,995 1,168,056 2,888,405 73,360,459
Employer contrib. 390,375 139,035 138,833 95,018 28,389 60,076 49,581 29,481 - 930,788
receivable
PLAN EQUITY $34,539,152 $8,751,928 $13,425,849 $6,995,854 $1,165,898 $2,563,048 $2,763,576 $1,197,537 $2,888,405 $74,291,247
The accompanying notes and schedules are an integral part of this statement.
</TABLE>
<TABLE>
INDIANA ENERGY, INC.
RETIREMENT SAVINGS PLAN
(Formerly the Indiana Gas Company, Inc. Retirement Savings Plan)
STATEMENT OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1996
T. Rowe Price
Indiana
Energy, Stable
Inc. Value Equity
Common Common Equity Int'l New Index Spectrum
Stock Trust Income Balanced Stock Horizons 500 Growth Partic.
Fund Fund Fund Fund Fund Fund Fund Fund Loan Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at
current market
value (cost
$46,716,903)-
Ind. Ener., Inc.
common stock $24,875,067 $ - $ - $ - $ - $ - $ - $ - $ - $24,875,067
Collective/
Common
Trust Fund - 7,689,989 - - - - - - - 7,689,989
Mutual Funds - - 9,561,886 5,550,032 820,914 1,890,457 1,470,928 819,680 - 20,113,897
Partic. loans - - - - - - - - 2,836,458 2,836,458
Tot. invest. 24,875,067 7,689,989 9,561,886 5,550,032 820,914 1,890,457 1,470,928 819,680 2,836,458 55,515,411
Employer contrib. 461,893 145,098 141,275 113,398 31,416 22,186 18,385 56,562 - 990,213
receivable
PLAN EQUITY $25,336,960 $7,835,087 $9,703,161 $5,663,430 $852,330 $1,912,643 $1,489,313 $ 876,242 $2,836,458 $56,505,624
The accompanying notes and schedules are an integral part of this statement.
</TABLE>
<TABLE>
INDIANA ENERGY, INC.
RETIREMENT SAVINGS PLAN
(Formerly the Indiana Gas Company, Inc. Retirement Savings Plan)
STATEMENT OF INCOME AND OTHER CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1997
T. Rowe Price
Indiana
Energy, Stable
Inc. Value Equity
Common Common Equity Int'l New Index Spectrum
Stock Trust Income Balanced Stock Horizons 500 Growth Partic.
Fund Fund Fund Fund Fund Fund Fund Fund Loan Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Employee contr. $ 1,049,256 $ 416,013 $ 548,334 $ 364,188 $ 94,837 $ 233,334 $ 184,433 $ 106,410 $ - $ 2,996,805
Employer contr. 839,931 325,898 398,415 273,750 54,636 196,995 143,959 41,829 - 2,275,413
Interest income - - - - - - - - 250,382 250,382
Dividend income 1,199,509 489,186 1,304,500 262,453 60,195 60,747 55,394 118,369 - 3,550,353
Unrealized appr.
(depreciation)
of invest. 8,590,349 - 1,433,972 730,423 (58,599) 136,727 434,766 19,212 - 11,286,850
Realized
gain (loss)
on invest. 395,256 - 154,518 93,291 10,269 (4,836) 74,293 22,767 - 745,558
Other inc.
(exp.), net (9,162) (5,385) (3,642) (2,916) (428) (1,229) (902) (739) - (24,403)
12,065,139 1,225,712 3,836,097 1,721,189 160,910 621,738 891,943 307,848 250,382 21,080,958
DEDUCTIONS:
Distribution of
benefits to
Participants (961,344) (908,415) (627,373) (390,271) (31,325) (71,200) (118,222) (77,866) 109,319 (3,295,335)
INTERFUND
TRANSFERS (1,909,970) 612,996 550,333 (26,919) 169,133 57,987 477,961 68,479 - -
LOAN REPAYMENTS 686,887 168,612 234,099 199,973 26,415 84,143 47,749 38,292 (1,486,170) -
LOANS ISSUED (678,520) (182,064) (270,468) (171,548) (11,565) (42,263) (25,168) (15,458) 1,397,054 -
Net increase 9,202,192 916,841 3,722,688 1,332,424 313,568 650,405 1,274,263 321,295 51,947 17,785,623
PLAN EQUITY,
Dec. 31,1996 25,336,960 7,835,087 9,703,161 5,663,430 852,330 1,912,643 1,489,313 876,242 2,836,458 56,505,624
PLAN EQUITY,
Dec. 31,1997 $34,539,152 $8,751,928 $13,425,849 $6,995,854 $1,165,898 $2,563,048 $2,763,576 $1,197,537 $2,888,405 $74,291,247
The accompanying notes and schedules are an integral part of this statement.
</TABLE>
<TABLE>
INDIANA ENERGY, INC.
RETIREMENT SAVINGS PLAN
(Formerly the Indiana Gas Company, Inc. Retirement Savings Plan)
STATEMENT OF INCOME AND OTHER CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1996
T. Rowe Price
Indiana
Energy, Stable
Inc. Value Equity
Common Common Equity Int'l New Index Spectrum
Stock Trust Income Balanced Stock Horizons 500 Growth Partic.
Fund Fund Fund Fund Fund Fund Fund Fund Loan Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Employee contr. $1,165,222 $ 442,254 $ 554,847 $ 410,304 $ 73,500 $ 215,781 $ 145,901 $ 90,338 $ - $ 3,098,147
Employer contr. 952,977 341,767 411,475 317,912 65,674 117,854 90,444 97,555 - 2,395,658
Interest income - - - - - - - - 242,938 242,938
Dividend income 1,101,437 419,976 594,086 234,534 21,338 171,554 42,783 56,956 - 2,642,664
Unrealized appr.
of invest. 359,343 - 926,809 439,233 67,186 27,081 161,656 49,638 - 2,030,946
Realized gain
on investments 92,848 - 51,781 39,566 3,027 34,185 7,982 2,714 - 232,103
Other inc.
(exp.), net (12,519) (11,854) (3,130) (963) (54) (302) (182) (44) - (29,048)
3,659,308 1,192,143 2,535,868 1,440,586 230,671 566,153 448,584 297,157 242,938 10,613,408
DEDUCTIONS:
Distribution of
benefits to
Participants (552,919) (259,823) (252,813) (127,055) (10,458) (202,201) (26,921) (13,189) (79,323) (1,524,702)
INTERFUND TRANSFERS (895,659) 28,636 (154,166) (391,848) 168,010 499,210 550,186 195,631 - -
LOAN REPAYMENTS 645,132 172,155 221,029 193,161 25,868 74,091 43,876 32,904 (1,408,216) -
LOANS ISSUED (771,762) (180,205) (194,987) (128,248) (16,706) (47,508) (17,916) (10,112) 1,367,444 -
Net increase 2,084,100 952,906 2,154,931 986,596 397,385 889,745 997,809 502,391 122,843 9,088,706
PLAN EQUITY,
Dec. 31,1995 23,252,860 6,882,181 7,548,230 4,676,834 454,945 1,022,898 491,504 373,851 2,713,615 47,416,918
PLAN EQUITY,
Dec. 31,1996 $25,336,960 $7,835,087 $9,703,161 $5,663,430 $ 852,330 $1,912,643 $1,489,313 $876,242 $2,836,458 $56,505,624
The accompanying notes and schedules are an integral part of this statement.
</TABLE>
<TABLE>
INDIANA GAS COMPANY, INC.
RETIREMENT SAVINGS PLAN
STATEMENT OF INCOME AND OTHER CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1995
T. Rowe Price
Indiana Provident Inter- Parti-
Energy, Inc. Stable Mutual Stable Equity national New Equity Spectrum cipants'
Common Stock Value Equity Value Line Value Income Balanced Stock Horizons Index Growth Loan
Fund A Fund B Fund C Fund D Fund Fund Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Employee
contribu-
tions $ 1446180 $ 249166 $ 260460 $ 245857 $ 240879 $ 274558 $ 232840 $ 9124 $ 37185 $ 26805 $ 14871 $ - $ 3037925
Employer
contribu-
tions 1071562 118232 134659 126694 261858 284613 242566 19770 59227 41515 24124 - 2384820
Interest
income 3184 203999 1655 50249 - - - - - - - 163872 422959
Dividend
income 1005824 - - 13728 205265 260391 121306 13276 103140 12286 23959 - 1759175
Unrealized
apprecia-
tion
(deprecia-
tion)
of invest-
ments 2852422 - - - - 659041 256677 4265 (45302) 14128 (5973) - 3735258
Realized
gain
(loss) on
invest-
ments 244209 - 829920 365127 - 46072 23872 - (1826) 2 - - 1507376
Other
income
(expense),
net 19576 (9503) (2569) (8674) (4883) (368) (246) - - - - - (6667)
6642957 561894 1224125 792981 703119 1524307 877015 46435 152424 94736 56981 163872 12840846
DEDUCTIONS:
Distribu-
tion of
benefits to
participants (517545) (197970) (137289) (39998) (149330) (97224) (33369) - - - - - (1172725)
INTERFUND
TRANSFERS (1418609) (6442905) (6065593)(4148968) 6264647 6066706 3773553 405996 860829 392100 312244 - -
LOAN REPAY-
MENTS 732661 118956 111003 123815 90630 124411 95968 2560 9802 4807 4690 (1419303) -
LOANS
ISSUED (709617) (260072) (187187) (207400) (26885) (69970) (36333) (46) (157) (139) (64) 1497870 -
Net increase
(decrease) 4729847 (6220097) (5054941)(3479570) 6882181 7548230 4676834 454945 1022898 491504 373851 242439 11668121
PLAN EQUITY,
December 31,
1994 18523013 6220097 5054941 3479570 - - - - - - - 2471176 35748797
PLAN EQUITY,
December 31,
1995 $23252860 $ - $ - $ - $6882181 $7548230 $4676834 $454945 $1022898 $491504 $373851 $2713615 $47416918
The accompanying notes are an integral part of this statement.
</TABLE>
INDIANA ENERGY, INC.
RETIREMENT SAVINGS PLAN
(Formerly the Indiana Gas Company, Inc. Retirement Savings Plan)
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
a. General
Effective October 1, 1997, the Retirement Savings Plan (the Plan)
sponsor changed from Indiana Gas Company, Inc. to Indiana Energy,
Inc. (the Company). (Indiana Energy, Inc. is the parent company
of Indiana Gas Company, Inc.) The Plan is a defined contribution
plan. Effective October 1, 1997, the plan administrator changed
from the Retirement Savings Plan Committee to the Company.
Further details of the Plan are provided in the Summary Plan
Description which has been distributed to all plan participants.
Effective July 1, 1995, T. Rowe Price (the trustee) assumed
trustee and recordkeeping responsibilities from Fifth Third Bank.
Plan assets, except Indiana Energy, Inc. Common Stock Fund A,
were sold and reinvested in four similar funds established by the
trustee at the participant's existing investment allocation
percentages. Effective September 1, 1995, participants had four
additional funds to invest in and made elections through a phone
system. The four T. Rowe Price investment options available on
September 1 were the Equity Index Fund, Spectrum Growth Fund,
International Stock Fund, and New Horizons Fund. As of
September 1, 1995, participants could make contribution elections
and investment transfers in 5% increments versus the 10% limit
previously required. Participant elections and investment
transfer decisions can be made daily.
b. Participation
Employees age twenty-one (21) or older become eligible to
participate in the Plan on January 1, April 1, July 1, or
October 1 (valuation dates), coincident with or following
completion of one (1) year of service. Each participant's
account is adjusted daily for contributions, withdrawals,
distributions, income earned, changes in the value of trust fund
assets and expenses directly related to investment transactions.
c. Contributions and Vesting
Plan participants may elect to contribute up to 15% of their
eligible compensation. All participants' contributions are fully
vested. Annually, the Company contributes an amount equal to
2-1/2% of participants' eligible compensation. In addition, for
nonbargaining participants, the Company matches 100% of the first
3% of eligible compensation contributed by nonbargaining
participants' and 50% of nonbargaining participants'
contributions between 3% and 8% of their eligible compensation.
For bargaining participants, the Company matches 50% of the first
4% of eligible compensation. Company contributions become fully
vested after a participant has completed five years of service.
Participants may also contribute any unused flexible benefit
dollars to the plan with the Company matching this contribution
at 50%.
Contributions are subject to maximum limitations as defined in
the Internal Revenue Code (the Code) and are invested in the
Indiana Energy, Inc. Common Stock Fund and the following T. Rowe
Price funds: Stable Value Common Trust, Equity Income, Balanced,
International Stock, New Horizons, Equity Index 500 (formerly
Equity Index), and the Spectrum Growth, as directed by
participants.
d. Federal Income Tax Effect to Participants
The Plan was established as a qualified plan under Section 401(a)
of the Code. This means that a participant is not subject to
Federal income taxes on amounts contributed to the participant's
account or earnings thereon, until such amounts are distributed
to the participant or to a beneficiary in the event of the
participant's death. Contributions to the participant's account
are subject to Federal employment (FICA) taxes.
If a participant receives a distribution from his/her account
prior to obtaining age 59-1/2, such distribution is taxed as
ordinary income and may be subject to an additional 10% penalty
tax unless one of the statutory exceptions to such penalty tax
applies.
e. Distributions
Upon termination, a participant has the option to receive a lump
sum distribution or periodic installments over a period not to
exceed 10 years. If a lump sum is received, the participant may
defer immediate taxation by rolling over the amount into a
qualified plan or an individual retirement account (IRA).
Effective January 1, 1993, the Unemployment Compensation
Amendments Act of 1992 requires income tax withholding at a rate
of 20% for any eligible rollover distribution that is not
directly transferred to another qualified plan or IRA. This
withholding requirement may not be waived by the participant
receiving the distribution. Distributions made to participants
who have reached age 70-1/2 are not subject to the 20%
withholding requirement.
f. Forfeited Accounts
At December 31, 1997, forfeited nonvested accounts totaled
approximately $16,900. These accounts will be used to reduce
future employer contributions. Also, in 1997, employer
contributions were reduced by $19,000 from forfeited nonvested
accounts.
g. Participant Loans
The Plan allows eligible participants to borrow up to 50% of the
vested amount of their participant's accounts with a minimum
borrowing of $1,000. Each loan shall bear interest at a rate
determined by the plan committee and is secured by the
participant's remaining balance in his/her account. The term of
the loan is mutually agreed upon by the plan committee and the
participant. The loan repayment period shall not exceed 5 years,
except in instances where the loan proceeds were used to acquire
the principal residence of the participant.
A participant may have no more than one loan outstanding at any
point in time. Loan payments, both principal and interest, shall
be reapplied to the participant's account and reinvested in the
applicable fund based on the participant's current election. At
December 31, 1997 and 1996, there were 430 and 452 participants
loans outstanding, respectively.
h. Related Party Transactions
Certain Plan investments are shares of mutual funds managed by
T. Rowe Price. T. Rowe Price is the trustee as defined by the
Plan and, therefore, these transactions qualify as party-in-
interest transactions. Fees paid by the Plan for investment
management services amounted to $5,348 for the year ended
December 31, 1997.
i. Plan Termination
While it has not expressed any intention to do so, the Company
has the right to terminate the Plan subject to the provisions of
the Employee Retirement Income Security Act of 1974 (ERISA).
Upon partial or total termination of the Plan, the participants'
accounts shall become fully vested and nonforfeitable.
j. Trustee Fees and Administrative Costs
Trustee fees and recordkeeping costs are paid by the Company.
Investment management costs are paid for by the Plan and are
included in other income (expense) in the accompanying Statements
of Income and Other Changes in Plan Equity.
2. INVESTMENT PROGRAM
Before July 1, 1995, participants could direct their
contributions to be invested in one or more of the following
funds:
Fund A - An equity fund, which invests principally in
shares of Indiana Energy, Inc. common stock issued and
purchased in the open market.
Fund B - A fixed income fund, which invests principally in
guaranteed investment contracts.
Fund C - An equity investment fund, which invests
principally in common stock.
Fund D - A balanced fund, which invests principally in a
mix of fixed income securities and common stock.
After July 1, 1995, participants may direct their contributions
to be invested in one or more of the following funds:
Indiana Energy, Inc. Common Stock Fund - An equity fund
which invests principally in shares of Indiana Energy,
Inc. common stock issued and purchased in the open market.
T. Rowe Price Stable Value Common Trust Fund - A bank
sponsored collective investment fund, which invests
primarily in a portfolio of Guaranteed Investment
Contracts (GIC's), Bank Investment Contracts (BIC's) and
Structured Investment Contracts (SIC's).
T. Rowe Price Equity Income Fund - A mutual fund, which
most of the assets will be used to invest in common stocks
of established companies and the remainder in foreign
securities, convertible stocks and bonds.
T. Rowe Price Balanced Fund - A mutual fund, which invests
60% in common stock of large established companies and 40%
in various fixed income securities and cash reserves.
T. Rowe Price International Stock Fund - A mutual fund,
which invests primarily in common stocks of established,
non-U.S. companies. Derivative activity occurs within
this fund. The fund engages in securities lending, which
is collateralized with cash, mitigating the risk
associated with such activities.
T. Rowe Price New Horizons Fund - A mutual fund, which
invests primarily in a diversified group of small,
emerging growth companies.
T. Rowe Price Equity Index 500 Fund - A mutual fund, which
invests in all 500 stocks composing the S&P 500.
T. Rowe Price Spectrum Growth Fund - A mutual fund, which
invests in a number of other T. Rowe Price Mutual Funds
(primarily domestic stock funds and also a foreign stock
fund).
The number of participants with a balance in each fund at
December 31, 1997 and 1996, were as follows:
<TABLE>
Number of
Participants
1997 1996
<S> <C> <C>
Indiana Energy, Inc. Common Stock 1,024 1,082
T. Rowe Price-
Stable Value Common Trust Fund 667 690
Equity Income Fund 730 723
Balanced Fund 591 609
International Stock Fund 183 132
New Horizons Fund 281 246
Equity Index 500 Fund 259 181
Spectrum Growth Fund 181 138
</TABLE>
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Basis of Accounting
Account records maintained by the Trustee are on the cash basis.
The accompanying financial statements have been prepared on an
accrual basis.
b. Investments
Investments are stated at current market value (see Schedule I).
Investment transactions are reported on the trade date.
The change in market value from the beginning of the year to the
date of sale for investments sold during the year is reported
separately in the Statements of Income and Other Changes in Plan
Equity as a realized gain on investments. The net realized gain
on investments included in the plan equity is as follows:
<TABLE>
Realized
Proceeds of Gain on
Sale Cost of Asset Investments
<S> <C> <C> <C>
Indiana Energy, Inc.
Common Stock Fund $ 4,549,531 $ 4,154,275 $395,256
Stable Value Common Trust
Fund 2,095,484 2,095,484 -
Equity Income Fund 1,551,008 1,396,490 154,518
Balanced Fund 1,132,101 1,038,810 93,291
International Stock Fund 232,293 222,024 10,269
New Horizons Fund 538,414 543,250 (4,836)
Equity Index 500 Fund 623,075 548,782 74,293
Spectrum Growth Fund 360,772 338,005 22,767
Total $11,082,678 $10,337,120 $745,558
</TABLE>
c. Reclassifications
Certain reclassifications have been made in the Company's
financial statements and notes to financial statements of prior
years to conform to the current year presentation. These
reclassifications had no effect on previously reported Plan
equity or changes therein. The descriptions of the financial
statements comply with the requirements set forth by Form 11(K)
under the Securities and Exchange Commission.
4. UNREALIZED APPRECIATION OF ASSETS
The unrealized appreciation (depreciation) of assets included in the Plan
equity is as follows:
<TABLE>
T. Rowe Price
Indiana
Energy, Stable
Inc. Value Equity
Common Common Equity Int'l New Index Spectrum
Stock Trust Income Balanced Stock Horizons 500 Growth
Fund Fund Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance as of
December 31, 1995 $ 5,874,675 $ - $ 665,193 $ 260,579 $ 4,264 $(45,310) $ 14,130 $(5,969) $ 6,767,562
Net change for 1996 359,343 - 926,809 439,233 67,186 27,081 161,656 49,638 2,030,946
Balance as of
December 31, 1996 6,234,018 - 1,592,002 699,812 71,450 (18,229) 175,786 43,669 8,798,508
Net change for 1997 8,590,349 - 1,433,972 730,423 (58,599) 136,727 434,766 19,212 11,286,850
Balance as of
December 31, 1997 $14,824,367 $ - $3,025,974 $1,430,235 $12,851 $118,498 $610,552 $62,881 $20,085,358
</TABLE>
5. PLAN AMENDMENT
a. Effective October 1, 1997, the plan sponsor changed
from Indiana Gas Company, Inc. to Indiana Energy, Inc.
(in connection with the Company's reorganization) and
the plan administrator changed from the Retirement
Savings Plan Committee to the Company.
b. Effective October 1, 1997, IEI Investments, Inc. was
added as a participating company in the Plan.
6. TAX STATUS
The Company has made certain amendments to the Plan since
receiving its last determination letter, dated April 19, 1996, in
which the Internal Revenue Service (IRS) stated that the Plan, as
then designed, was in compliance with the applicable requirements
of the Internal Revenue Code (IRC). As a result of these
amendments, a determination letter will be requested from the
IRS. In the opinion of the Plan Committee, the Plan is currently
designed and continues to operate in a manner that qualifies it
under IRC Section 401(a) and, therefore, is exempt from income
taxes under the provisions of IRC Section 501(a). Accordingly,
no provision for Federal income taxes has been made.
7. REPORTABLE TRANSACTIONS
"Reportable Transactions" of the Plan are shown on Schedule II.
<TABLE>
SCHEDULE I
INDIANA ENERGY, INC.
EIN 35-1654378
RETIREMENT SAVINGS PLAN
(Formerly Indiana Gas Company, Inc., EIN 35-0793669,
Retirement Savings Plan)
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1997
Market
Value at
December 31,
Shares Cost 1997
<S> <C> <C> <C>
INVESTMENTS:
*Indiana Energy, Inc.
Common Stock Fund 1,034,591 $20,467,473 $34,148,777
*T. Rowe Price-
Stable Value Common Trust
Fund 8,612,893 8,612,893 8,612,893
Equity Income Fund 509,667 10,476,150 13,287,016
Balanced Fund 417,221 5,582,723 6,900,836
International Stock Fund 84,762 1,120,031 1,137,509
New Horizons Fund 107,424 2,375,028 2,502,972
Equity Index 500 Fund 102,881 2,097,626 2,713,995
Spectrum Growth Fund 73,324 1,111,904 1,168,056
PARTICIPANTS' LOAN FUND,
interest ranging from 7.0%
to 10% 2,888,405 2,888,405
$54,732,233 $73,360,459
* Represents parties-in-interest to the Plan
</TABLE>
<TABLE>
SCHEDULE II
INDIANA ENERGY, INC.
EIN 35-1654378
RETIREMENT SAVINGS PLAN
(Formerly Indiana Gas Company, Inc., EIN 35-0793669, Retirement Savings Plan)
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
Current
Value of
Asset on
Number of Purchase Selling Cost of Transaction Net
Party Involved Description of Asset Transactions Price Price Asset Date Gain
<S> <C> <C> <C> <C> <C> <C> <C>
PURCHASES:
**T. Rowe Price-
Indiana Energy, Inc.
Common Stock Fund * $5,232,890 $ - $5,232,890 $5,232,890 $ -
Stable Value Common Trust Fund * 3,018,388 - 3,018,388 3,018,388 -
Equity Income Fund * 3,842,166 - 3,842,166 3,842,166 -
SALES:
**T. Rowe Price
Indiana Energy, Inc.
Common Stock Fund * - 4,549,531 3,495,530 4,549,531 1,054,001
Stable Value Common Trust Fund * - 2,095,484 2,095,484 2,095,484 -
Equity Income Fund * - 1,551,008 1,258,278 1,551,008 292,730
* Information not available from trustee
** Represents party-in-interest to the Plan
</TABLE>
