<PAGE>
OMB APPROVAL
OMB NUMBER 3235-0145
EXPIRES: OCTOBER 31, 1994
ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE........ 14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No._______)*
Southern Indiana Gas & Electric Company
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title Of Class of Securities)
843163106
------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [X]. (A
fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP NO. 843163106 13GPAGE 2 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch & Co., Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
(a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
None
6 SHARED VOTING POWER
823,066
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
823,066
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
823,066
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.2%
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 843163106 13G PAGE 3 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch, Pierce, Fenner & Smith Incorporated
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
(a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
None
6 SHARED VOTING POWER
823,066
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
823,066
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
823,066
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.2%
12 TYPE OF REPORTING PERSON*
BD, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 843163106 13G PAGE 4 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Defined Asset Funds, Equity Income Fund Fourteenth Utility
Common Stock Series
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
(a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
None
6 SHARED VOTING POWER
822,933
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
822,933
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
822,933
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.2%
12 TYPE OF REPORTING PERSON*
IV
*SEE INSTRUCTION BEFORE FILLING OUT!
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SCHEDULE 13G
Item 1 (a) Name of Issuer:
---------------
Southern Indiana Gas & Electric Company
Item 1 (b) Address of Issuer's Principal Executive Offices:
------------------------------------------------
20 N.W. 4th Street
Evansville, Indiana 47741
Item 2 (a) Names of Persons Filing:
-----------------------
Merrill Lynch & Co., Inc.
Merrill Lynch, Pierce, Fenner, & Smith Incorporated
Defined Asset Funds, Equity Income Fund Fourteenth Utility
Common Stock Series (Unit Investment Trust)
Item 2 (b) Address of Principal Business Office, or, if None, Residence:
------------------------------------------------------------
Merrill Lynch & Co., Inc.
World Financial Center, North Tower
250 Vesey Street
New York, New York 10281
Merrill Lynch, Pierce, Fenner & Smith Incorporated
World Financial Center, North Tower
250 Vesey Street
New York, New York 10281
Defined Asset Funds, Equity Income Fund Fourteenth Utility
Common Stock Series
800 Scudders Mill Road
Plainsboro, new jersey 08536
Item 2 (c) Citizenship:
-----------
See Item 4 of Cover Pages
Page 5 of 9 Pages
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Item 2 (d) Title of Class of Securities:
----------------------------
Common Stock
Item 2 (e) CUSIP Number:
------------
843163106
Item 3
Merrill Lynch & Co., Inc. ("ML&Co.") is a parent holding company, in
accordance with (S) 240.13d-1(b)(1)(ii)(G). Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("MLPF&S") is a broker-dealer registered under Section 15 of
the Securities Exchange Act of 1934 (the "Act"). Defined Asset Funds, Equity
Income Fund Fourteenth Utility Common Stock Series (the "Fund") is an investment
company registered under Section 8 of the Investment Company Act of 1940.
Item 4 Ownership
---------
(a) Amount Beneficially Owned:
See Item 9 of Cover Pages. Pursuant to (S) 240.13d-4, ML & Co.,
MLPF&S and the Fund (the "Reporting Persons") disclaim beneficial ownership of
the securities of Southern Indiana Gas & Electric Company (the "Company")
referred to herein, and the filing of this Schedule 13G shall not be construed
as an admission that the Reporting Companies are, for the purposes of Section
13(d) or 13(g) of the Act, the beneficial owner of any securities of the Company
covered by this statement.
(b) Percent of Class:
See Item 11 of Cover Pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
See Item 5 of Cover Pages
(ii) shared power to vote or to direct the vote:
See Item 6 of Cover Pages
Page 6 of 9 Pages
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(iii) sole power to dispose or to direct the disposition of:
See Item 7 of Cover Pages
(iv) shared power to dispose or to direct the disposition of:
See Item 8 of Cover Pages
Item 5 Ownership of Five Percent or Less of a Class.
--------------------------------------------
Not Applicable
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
---------------------------------------------------------------
MLPF&S is a sponsor of various unit investment trusts ("UITs") which
invest in "equity securities" as defined in (S) 240.13d-1(d). The UITs have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the securities reported herein. The Fund, a
reporting person on this Schedule 13G for which MLPF&S is a sponsor, has an
interest that relates to more than 5% of the class of securities reported
herein. No other person has an interest that relates to more than 5% of the
class of securities reported herein.
Item 7 Identification and Classification of the Subsidiary Which
---------------------------------------------------------
Acquired the Security Being Reported on by the Parent Holding
-------------------------------------------------------------
Company.
-------
See Exhibit A
Item 8 Identification and Classification of Members of the Group.
---------------------------------------------------------
Not Applicable
Item 9 Notice of Dissolution of Group.
-------------------------------
Not Applicable
Item 10 Certification.
-------------
By signing below each of the undersigned certifies that, to the best
of their knowledge and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the purpose of and do
not have the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in any
transaction having such purposes or effect.
Page 7 of 9 Pages
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Signature.
- ---------
After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February , 1994 Merrill Lynch & Co., Inc.
/s/ David L. Dick
---------------------------
Name: David L. Dick
Title: Assistant Secretary
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
/s/ David L. Dick
---------------------------
Name: David L. Dick
Title: Attorney-in-Fact*
Defined Asset Funds, Equity Income Fund
Fourteenth Utility Common Stock Series
By: Merrill Lynch, Pierce,Fenner & Smith
Incorporated as agent for the
Sponsors
/s/ David L. Dick
---------------------------
Name: David L. Dick
Title: Attorney-in-Fact*
________________
* Signed pursuant to a power of attorney, dated February 10, 1994, included as
Exhibit B to this Schedule 13G .
Page 8 of 9 Pages
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EXHIBIT A TO SCHEDULE 13G
-------------------------
ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES
-----------------------------------------
One of the persons filing this report, Merrill Lynch & Co., Inc., a
Delaware corporation with its principal place of business at World Financial
Center, North Tower, 250 Vesey Street, New York, New York ("ML&Co."), is a
parent holding company pursuant to (S) 240.13d-1(b)(1)(ii)(G). The relevant
subsidiary of ML&Co. is Merrill Lynch, Pierce, Fenner & Smith Incorporated, a
Delaware corporation with is principal place of business at World Financial
Center, North Tower, 250 Vesey Street, New York, New York ("MLPF&S"). MLPF&S
is a wholly-owned subsidiary of ML&Co. and a broker-dealer registered under
Section 15 of the Securities Exchange Act of 1934 (the "Act"). MLPF&S may be
deemed the beneficial owner of 5.2% of the securities of Southern Indiana Gas
& Electric Company as a result of its acting as a sponsor of one or more unit
investment trusts ("UITs"). One such UIT, the Defined Assets Funds, Equity
Income Fund Fourteenth Utility Common Stock Series, owns more than 5% of the
class of securities reported herein.
Pursuant to (S) 240.13d-4, ML&Co., MLPF&S and the Fund disclaim
beneficial ownership of the securities of the Company, and the filing of this
Schedule 13G shall not be construed as an admission that any such entity is,
for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner
of any securities of the Company, other than, in the case of ML & Co. and
MLPF&S, securities of the Company.
Page 9 of 9 Pages
