<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.___1____)*
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 . / /
(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 13G PAGE 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
679,355
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
679,355
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
679,355
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.3%
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
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
678,822
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
678,822
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
678,822
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.3%
12 TYPE OF REPORTING PERSON*
BD, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
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
678,683
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
678,683
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
678,683
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.3%
12 TYPE OF REPORTING PERSON*
IV
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
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
Princeton Corporate Campus - Section 2F
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 other than certain securities of the issuer held in MLPF&S
proprietary accounts.
(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.
--------------------------------------------
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following.
/X/
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
---------------------------------------------------------------
Not Applicable
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 14, 1995 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
an Exhibit to Schedule 13G filed with the Securities and Exchange Commission by
Merrill Lynch & Co., et al on February 14, 1994, with respect to Southern
Indiana Gas & Electric..
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 4.3% of the securities of Southern Indiana Gas & Electric
Company as a result of its acting as a sponsor of Defined Assets Funds, Equity
Income Fund Fourteenth Utility Common Stock Series.
Page 9 of 9 Pages
