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Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
INDIANA ENERGY, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-1654378
(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)
Lawrence A. Ferger, President and Chief Executive Officer
Indiana Energy, Inc.
1630 North Meridian Street
Indianapolis, Indiana 46202
(317) 926-3351
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Catherine L. Bridge, Esquire
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Barnes & Thornburg
1313 Merchants Bank Building
11 South Meridian Street
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 pursuant to the
dividend reinvestment and stock purchase plan described herein.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following box.
[ X ]*
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. [ ]*
*The Automatic Dividend Reinvestment and Stock Purchase Plan of registrant has
been amended to allow participation by eligible employees of Indiana Gas Company,
Inc.
CALCULATION OF REGISTRATION FEE
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Type of each class Proposed maximum Proposed maximum Amount
of securities to be Amount to offering price per aggregate offering of registra-
registered be registered per unit (1) price (1) tion fee
Common Stock 500,000 $21.375 $10,687,500 $3,685.34
Common Share
Purchase Rights 500,000 (2) (2) (2)
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(1) Estimated solely for the purpose of calculating the registration fee.
(2) Any value attributable to the Common Share Purchase Rights is reflected
in the value of the Common Stock.
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Pursuant to Rule 429 under the Securities Act of 1933, the
Prospectus which constitutes a part of this Registration Statement
also relates to an aggregate of 300,000 shares of the Registrant's
common stock registered on Form S-3, Registration Statement No. 33-
56522. Of these 300,000 shares, 67,000 shares remain available for
sale pursuant to such Registration Statement. The amount of the
filing fee associated with these remaining securities which was
previously paid to the Commission is $594.29.
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SUPPLEMENT TO AUTOMATIC DIVIDEND
REINVESTMENT AND STOCK PURCHASE PLAN (the "Plan")
PROSPECTUS DATED JANUARY 19, 1993 (the "Prospectus")
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The purpose of this Supplement is to provide certain updating
information with respect to Indiana Energy, Inc. (the "Corporation").
1. The closing sales price of the Common Stock of the Corporation on
August 30, 1995 was $20.75 per share.
2. The Prospectus as supplemented hereby relates to up to 567,000
shares of Common Stock, without par value of the Corporation registered
for purchase under the Plan.
3. The documents incorporated by reference in this Prospectus as
supplemented hereby include the Annual Report of the Corporation on
Form 10-K for the fiscal year ended September 30, 1994; the Proxy
Statement of the Corporation dated December 2, 1994; the Quarterly
Reports of the Corporation on Form 10-Q for the quarters ended December
31, 1994, March 31, 1995, and June 30, 1995; and the Current Reports on
Form 8-K filed May 4, 1995 and July 28, 1995. All documents subsequently
filed by the Corporation pursuant to Sections 13(a), 13(c), 14 or 14(d) of the
Securities Exchange Act of 1934, as amended, prior to the termination of
the offering shall be deemed to be incorporated by reference in this
Prospectus as supplemented.
4. The financial statements and schedules of Indiana Energy, Inc. for
the fiscal year ended September 30, 1994, incorporated by reference in this
prospectus and registration statement, have been examined by Arthur
Andersen L.L.P., independent public accountants, as indicated in their
reports with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and
auditing in giving said reports.
September 10, 1995
INDIANA ENERGY, INC.
AUTOMATIC DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
Amended and Restated as of October 30, 1992
Indiana Energy, Inc. (the "Corporation") hereby offers the holders of record
of its shares of Common Stock, without par value ("Common Stock") and eligible
employees of Indiana Gas Company, Inc., the opportunity to purchase its shares
of Common Stock through an Automatic Dividend Reinvestment and Stock Purchase
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Plan (the "Plan"). The shares of Common Stock purchased will either be shares
purchased on the open market or newly issued shares. The Plan permits Common
Stock dividends to be reinvested beginning on any dividend payment date
(usually March 1, June 1, September 1 and December 1) and optional cash
payments to be invested beginning on the first day of each month, or the next
succeeding trading day if any such date should not be a trading day (the
"Investment Dates"), in Common Stock at a price equal to (a) in the case of
shares purchased on the open market, the weighted average price of the shares
of Common Stock purchased for the month, or (b) in the case of new issue
shares, the closing price of those shares as published in The Wall Street
Journal in its report NYSE -- Composite Transactions ("Composite Tape") on
the Investment Date (see answer to Question 13). The Plan permits shareholders
to make optional cash payments of not less than $25 per month nor more than
$50,000 in a calendar year to purchase shares of Common Stock beginning on the
Investment Dates at prices determined in the same manner. These optional cash
payments may be made whether or not a shareholder authorizes the reinvestment
of dividends paid on the Common Stock registered in the participant's name.
The closing sales price of the Common Stock on the Composite Tape on
December 1, 1992, was $29.00.
The Plan is administered by First Chicago Trust Company of New York, at the
expense of the Corporation. No brokerage commissions will be charged on new
issue shares of Common Stock purchased under the Plan. Any brokerage
commissions resulting from open market purchases will be paid by the
Corporation.
This Prospectus relates to 414,881 shares of Common Stock, without par
value, of the Corporation registered for purchase under the Plan.
It is suggested that this Prospectus be retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is January 19, 1993
GENERAL INFORMATION
Indiana Energy, Inc. (the "Corporation") is a holding company incorporated
under the laws of the State of Indiana on October 24, 1985. Pursuant to an
Agreement and Plan of Exchange, effective February 28, 1986, all shares of
Common Stock of Indiana Gas Company, Inc. ("Indiana Gas") outstanding on
February 28, 1986, were deemed to have been exchanged on that date for shares
of Common Stock of the Corporation, on a share for share basis, and all
holders of Indiana Gas Common Stock on that date became holders of Corporation
Common Stock. Thus, Indiana Gas, effective such date, became a subsidiary of
the Corporation. Indiana Gas is engaged in the business of providing gas
utility services to customers in the southern two-thirds of Indiana. Indiana
Gas was incorporated in 1945; however, its predecessor companies date back to
the 1850s. The principal executive offices of the Corporation and Indiana Gas
are located at 1630 North Meridian Street, Indianapolis, Indiana 46202; its
telephone number is (317) 926-3351.
The Corporation is subject to the informational requirements of the Securities
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Exchange Act of 1934 and in accordance therewith files and will file reports,
proxy statements and other information with the Securities and Exchange
Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington,
D.C. 20549, and at the following Regional Offices: 75 Park Place, New York,
New York 10007; and 500 W. Madison Street, Chicago, Illinois 60661-2511.
Copies of such material can be obtained from the Public Reference Section of
the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. Reports, proxy material and other information concerning the
Corporation can also be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Annual Report of the Corporation on Form 10-K for the fiscal year ended
September 30, 1992, the Proxy Statement of the Corporation dated December 4,
1992, Current Report of the Corporation on Form 8-K filed January 13, 1993,
and the description of the Corporation's Common Stock contained in the
Corporation's Registration Statement on Form S-4 (Reg. No. 33-1263) which
became effective on November 26, 1985, are incorporated herein by
reference. All documents subsequently filed by the Corporation pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the termination of the offering shall be deemed to be
incorporated by reference into this Prospectus. Any statement contained in
a document incorporated by reference herein shall be deemed to be modified
or superseded for all purposes to the extent that a statement contained in
this Prospectus or in any other subsequently filed document which is also
incorporated by reference modifies or replaces such statement. Any statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
Upon written or oral request, the Corporation will furnish without charge
to each person, including any beneficial owner, to whom this Prospectus is
delivered, a copy of any or all of the documents described above, other than
exhibits thereto not incorporated by reference into such documents. Such
request should be addressed to Mr. Anthony L. Brown, Director of Investor
Relations, Indiana Energy, Inc., 1630 North Meridian Street, Indianapolis,
Indiana 46202, telephone (317) 926-3351 or 1-(800)-777-3389.
THE PLAN
The Corporation hereby offers its holders of common stock, without par
value (the "Common Stock") and eligible employees of Indiana Gas, the
opportunity to purchase shares of Common Stock pursuant to the Corporation's
Automatic Dividend Reinvestment and Stock Purchase Plan (the "Plan"). It
consists of the following 42 questions and answers.
INTRODUCTION
1. What does the Plan provide?
The Plan provides an opportunity for all record holders of Common Stock to
have dividends invested in additional shares of Common Stock to be purchased
by the Plan either on the open market (herein sometimes referred to as "open
market shares"), or directly from the Corporation, in the form of authorized
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but unissued shares (herein sometimes referred to as "new issue shares").
The Corporation has reserved the right to cause the Plan to purchase newly
issued shares or shares on the open market as the Corporation shall from time
to time in its sole discretion determine (see answer to Question 41).
If shareholders wish, they may also make optional cash payments of not
less than $25 per month and not more than $50,000 in a calendar year for the
same purpose. These optional cash payments may be made whether or not the
shareholder has authorized the reinvestment of dividends paid on Common Stock
registered in the shareholder's name. In either event, all dividends on
shares held in participants' accounts under the Plan will be reinvested in
shares of Common Stock.
As explained below, the cash dividends and any optional cash payments of a
holder of the Corporation's Common Stock who elects to participate in the Plan
will be applied by First Chicago Trust Company of New York, as Agent (see
answer to Question 3), to the purchase of shares of Common Stock at a purchase
price determined in the manner set forth in the answer to Question 13. The
Corporation will pay any and all expenses incurred in connection with such
purchases, including, but not limited to, any brokerage commissions incurred as
a result of purchases of open market shares. However, charges may be incurred
by a participant upon the sale of shares held for the participant's account
under the Plan or upon withdrawal from the Plan (see answer to Questions 22
and 25). Eligible employees of Indiana Gas may also participate in the Plan
(see answers to Questions 34 through 40).
PURPOSE
2. What is the purpose of this Plan?
The purpose of the Plan is to provide holders of the Corporation's Common
Stock with a simple and convenient method of investing cash dividends and
optional cash payments in shares of Common Stock without payment of any
brokerage commissions or service charges. In addition, employees of Indiana
Gas may invest through payroll deduction. To the extent that shares purchased
by the Plan are newly issued shares purchased directly from the Corporation,
the Corporation will receive additional funds for general corporate purposes.
ADMINISTRATION
3. Who administers the Plan?
First Chicago Trust Company of New York (the "Agent") will administer the
Plan and purchase shares of Common Stock as Agent for the Plan participants.
The Common Stock acquired by the Agent will either be newly issued shares or
shares purchased on the open market, as shall be determined by the Corporation
in its sole discretion. The Agent in purchasing shares on the open market
will have, consistent with applicable securities laws and regulations,
absolute discretion to determine the volume, timing and price of such
purchases. If you decide to participate in the Plan, the Agent will keep a
continuous record of your participation in the Plan and send you a statement
of your account under the Plan after each purchase affecting your account.
The Agent will also hold and act as custodian of Common Stock purchased under
the Plan until otherwise directed by Plan participants. This will relieve you
of the responsibility for the safekeeping of multiple certificates for shares
purchased and protect you against loss, theft, or destruction of stock
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certificates.
PARTICIPATION
4. Who is eligible to participate in the Plan?
All holders of shares of Common Stock whose certificates are registered
in their names and eligible employees of Indiana Gas (except with respect to
shares restricted under a restricted stock plan) are eligible to participate
in the Plan. Any beneficial owners of shares of Common Stock whose
certificates are registered in the name of a broker, trustee or other nominee
must have certificates transferred and registered in their own names in order
to become eligible to participate in the Plan. (See answers to Questions 34
through 40 for information concerning employee participation.)
5. How does an eligible shareholder participate?
Eligible shareholders may become participants in the Plan by completing
and signing the Authorization Form provided by the Agent and returning it to
the Agent. A postage paid envelope is provided for this purpose. An
Authorization Form may be obtained at any time by written request to the Agent
or by calling 1-(800)-446-2617. Any correspondence addressed to the Agent
concerning the Plan should refer specifically to the Indiana Energy, Inc.
Automatic Dividend Reinvestment and Stock Purchase Plan.
6. When may an eligible shareholder become a participant in the Plan?
An eligible shareholder may join the Plan at any time. For shareholders
electing participation in the Plan by having cash dividends reinvested,
participation commences as follows. If an Authorization Form directing that
cash dividends be reinvested is received by the Agent prior to a dividend
record date, then reinvestment in the Plan will commence on the related
dividend payment date. (In the past, cash dividends on Common Stock have been
paid on or about March 1, June 1, September 1 and December 1.) As to all
eligible shareholders electing to reinvest cash dividends, the dividend paid
on the date participation commences will not be sent to the shareholder but,
instead, will be reinvested under the Plan. For example, if the Company
declares a cash dividend on its Common Stock payable on March 1 to holders of
record on February 15, the Authorization Form must be received by the Agent
prior to February 15 in order for the dividend paid on March 1 to be
reinvested. If the Authorization Form is received on or after the record date
of February 15, the dividend paid on March 1 will be sent to the shareholder
as usual and such shareholder's reinvestment in the Plan will commence on the
date the next cash dividend on Common Stock is paid (in the past on June 1).
For shareholders electing to participate in the Plan through the
investment of optional cash payments, participation may begin at any time.
7. What does the Authorization Form provide?
The Authorization Form specifies the method by which an eligible
shareholder elects to participate in the Plan and specifies the number of
shares of the Corporation's Common Stock with respect to which the shareholder
elects to have dividends reinvested. If the "FULL DIVIDEND REINVESTMENT" box
is checked, then the Agent will invest in shares of Common Stock (a) all of
the participant's cash dividends on shares of Common Stock registered in the
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participant's own name and covered by such Authorization Form, as well as all
of the cash dividends on shares of Common Stock credited to the participant's
account under the Plan, and (b) any optional cash payments made by the
participant. If the "PARTIAL DIVIDEND REINVESTMENT" box is checked, then the
Agent will invest in shares of Common Stock (a) the cash dividends on that
number of shares registered in the participant's name with respect to which
the participant desires dividends be reinvested as specified in the box
provided for that purpose and the Corporation will continue to send to the
participant cash dividends of the remainder of the shares registered in the
participant's name, (b) all of the cash dividends on shares of Common Stock
credited to the particpant's account under the Plan, and (c) any optional cash
payments made by the participant. If the "OPTIONAL CASH PAYMENTS ONLY" box is
checked, then the Corporation will continue to send directly to the participant
cash dividends on shares of Common Stock registered in the participant's own
name, but the Agent will invest the participant's optional cash payments. The
Agent will automatically reinvest all the cash dividends on all shares of
Common Stock purchased with optional cash payments and retained in the
participant's account under the Plan in shares of Common Stock.
The Authorization Form further directs the Agent to reinvest
automatically any subsequent dividends on Plan shares held in the
participant's Plan account. Under the Plan, dividends will be reinvested on a
cumulative basis on the shares designated on the Authorization Form and on all
Plan shares held in the Plan account, until a participant specifies otherwise
or withdraws from the Plan altogether, or until the Plan is terminated.
8. May a shareholder have cash dividends reinvested under the Plan with
respect to less than all of the shares of Common Stock registered in the
shareholder's name?
A shareholder may have cash dividends reinvested under the Plan with
respect to all or a portion of the shares of Common Stock registered in the
shareholder's name. If a shareholder has shares of Common Stock registered
in more than one name (for example, some shares registered in the name of
"John Doe" and others registered in the name "John J. Doe"), or the shares are
registered in the name of the shareholder and another person (for example, as
a joint tenant with their spouses), the shareholder will receive an
Authorization Form for each such registered name or names. In that case the
shareholder (and such other person) has the election of signing and returning
any or all such Authorization Forms, specifying on each the number of shares
with respect to which dividends are desired to be reinvested.
9. How may participants change investment options?
A participant may change the investment option at any time by completing
and signing a new Authorization Form and returning it to the Agent. A change
in investment option affecting the reinvestment of cash dividends will be
effective on a dividend payment date if the Authorization Form is received by
the Agent prior to the related dividend record date (see Question 6). If the
Authorization Form is received by the Agent on or after the related dividend
record date, the change will be effective on the dividend payment date for the
following quarter.
Costs
10. Are any fees or expenses incurred by participants in the Plan?
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Except as provided below, all costs of administration of the Plan,
including service charges and brokerage commissions on purchases of open
market shares, will be paid by the Corporation. However, if a participant
requests the Agent to sell all or part of the shares held under the Plan, the
participant will pay a $5 handling charge, any related brokerage commissions
and any other costs due as discussed in the answer to Question 22. Moreover,
when a participant withdraws from the Plan each payment to participant for
fractional share interests in the account will be paid in cash in the amount
and on the basis described in the answer to Question 25.
PURCHASES
11. How many shares of Common Stock will be purchased for a participant?
The number of shares to be purchased for each participant on an
Investment Date will depend on the amount of the participant's dividends
and/or optional cash payments to be invested and the price per share of the
shares of Common Stock to be purchased. Each participant's account will be
credited as of each Investment Date with that number of shares, including
fractions computed to three decimal places, equal to the total amount to be
invested on behalf of that participant on that date divided by the purchase
price of each share of Common Stock. The purchase price is as determined
as provided in the answer to Question 13.
12. How and when will shares of Corporation's Common Stock be purchased
under the Plan?
On each Investment Date on which a dividend is paid, the Corporation will
pay to the Agent the total amount of dividends payable on the shares subject to
dividend reinvestment under the Plan. The Agent will use that amount, along
with all optional cash payments then held by the Agent under the Plan, to
purchase shares of Common Stock for the accounts of participants at the
purchase price set forth in the answer to Question 13. If the Corporation
directs the Agent to purchase shares on the open market, it is expected that
the Agent will normally purchase shares beginning on the Investment Date and
will complete the purchases no later than 30 days from such date. However,
the Agent in purchasing shares on the open market will have, consistent with
applicable securities laws and regulations, absolute discretion to determine
the volume, timing and price of such purchases. If the Corporation elects to
make available new issue shares for purchase, the Agent will purchase shares
of Common Stock from the Corporation on the Investment Date. In months
dividends are not paid, shares will be purchased with all optional cash
payments then held by the Agent in the manner described above.
13. What will be the price of shares of Common Stock purchased under the
Plan?
The price per share of the open market share purchases of Common Stock
for allocation to the accounts of the Plan participants as of an Investment
Date will be the weighted average price paid by the Agent for all open market
shares which were purchased by the Agent for that month.
If the Corporation elects to make available new issue shares for
purchase, the price per share of any new issue shares of Common Stock
purchased from the Corporation on any Investment Date on behalf of participants
in the Plan will be the closing price of the Corporation's shares of Common
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Stock on the Composite Tape on the Investment Date (or the next trading day if
the New York Stock Exchange is closed on the Investment Date). If no trading
occurs in the Common Stock on the Investment Date, the purchase price will be
the closing price on the next trading day on which shares are traded. In
determining the purchase price, fractional cents will be rounded to the next
whole cent.
OPTIONAL CASH PAYMENTS
14. How does the cash payment option work?
Optional cash payments received from the participant by the Agent prior
to an Investment Date will be invested each month in shares of Common Stock.
Payments received by the Agent during such period will be applied by the Agent
to the purchase of shares of Common Stock at the price determined as provided
in the answer to Question 13 and at the times described in the answer to
Question 12. Optional cash payments received by the Agent will be returned
to a participant upon written request by such participant received at least
two business days prior to the Investment Date.
If a shareholder wishes to participate only through the investment of
optional cash payments, the shareholder must check the "OPTIONAL CASH PAYMENTS
ONLY" box on the Authorization Form. However, even if the "OPTIONAL CASH
PAYMENTS ONLY" box is checked, all dividends payable on shares purchased with
optional cash payments and retained in the participant's Plan account will be
reinvested automatically in additional shares of Common Stock at the price
determined as provided in the answer to Question 13.
15. How are optional cash payments made under the Plan?
The option to make cash payments is available to each participant each
month. Optional cash payments by a participant cannot be less than $25 per
payment or more than a total of $50,000 in a calendar year. If the Agent
receives payments totaling more than $50,000 in a calendar year from a
participant, the amount by which the payments exceed $50,000 will be returned
to the participant.
An optional cash payment may be made by a participant when enrolling by
enclosing a check or money order (made payable to First Chicago - Indiana
Energy) with the Authorization Form. Thereafter, optional cash payments may
be made through the use of cash payment forms attached to each participant's
statement of account. The same amount of money need not be sent each month
and there is no obligation to make an optional cash payment each month.
16. Will interest be paid by the Corporation or the Agent on any optional
cash payments made under the Plan?
No. Interest will not be paid by the Corporation or the Agent on any
optional cash payments held pending investment under the Plan. Therefore,
it is suggested that any optional cash payment a participant wishes to make
be sent so as to reach the Agent as close as possible to, but prior to, the
Investment Date. A participant should be aware of possible delays in the mail
if payment is to be made in that manner.
REPORTS TO PARTICIPANTS
17. What kind of reports will be sent to participants in the Plan?
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Each participant in the Plan will receive a statement after each
purchase affecting the account showing the amounts invested, purchase prices,
shares purchased and other relevant information. These statements are a
participant's continuing record of purchases and should be retained for income
tax purposes. In addition to a Prospectus for the Plan, each participant will
receive copies of the same communications sent to every other holder of the
Corporation's Common Stock, that is, the Annual Report to Shareholders, interim
reports to shareholders, proxy solicitation materials and dividend information
required by the Internal Revenue Service to be furnished by the Corporation
and the Agent.
DIVIDENDS
18. Will participants be credited with cash dividends on fractional interests
in shares credited to their accounts?
Yes. Dividends on fractional share interests will be credited to
participants' accounts and shown on their statement of account.
CERTIFICATES FOR SHARES
19. Will certificates be issued for shares of Common Stock purchased?
Shares of Common Stock purchased under the Plan will be registered in
the name of the Agent (or its nominee), as Agent for participants in the Plan,
and certificates for such shares will not be issued to participants except upon
written request. The number of shares credited to a participant's account
under the Plan will be shown on the participant's statement of account. This
procedure protects against loss, theft or destruction of stock certificates.
Plan shares credited to a participant's account may be withdrawn by a
participant by notifying the Agent in writing specifying the number of shares
to be withdrawn. Certificates for whole shares of Common Stock so withdrawn
will be issued to and registered in the name of the Participant (see Questions
22 and 23).
If the participant has authorized "Full Dividend Reinvestment," cash
dividends, with respect to shares withdrawn from a participant's account, will
continue to be reinvested. If, however, cash dividends with respect to only
part of the shares registered in a participant's name are being reinvested,
the Agent will continue to reinvest dividends on only the number of shares
specified by the participant on the Authorization Form and on shares held
under the Plan unless a new Authorization Form specifying a different number
of shares is delivered.
Shares credited to the account of a participant under the Plan may not
be pledged. A participant who wishes to pledge such shares must request that
certificates for such shares be issued in the participant's name.
20. In whose name will certificates be registered when issued?
Upon written request by the participant, certificates will be issued in
the name in which the participant's account is maintained, or, in such other
names as may be designated upon receipt of appropriate instruments of
assignment.
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SAFEKEEPING OF SHARES
21. May participants transfer shares of Common Stock which are designated
for participation in the Plan to the Agent for safekeeping?
Yes. Participants may transfer to the Agent for safekeeping shares of
Common Stock registered in their name. These shares will be credited to the
participants' accounts under the Plan along with shares purchased for them
under the Plan. There is no charge for this service. The stock certificates
should be sent by registered mail, return receipt requested and properly
insured, to the Agent. Certificates should not be endorsed.
Dividends will be reinvested on shares represented by the certificates
transferred to the Agent.
Withdrawal
22. How does a participant withdraw from the Plan?
In order to withdraw from the Plan, a participant must notify the Agent
in writing of the request to withdraw. Upon withdrawal from the Plan,
certificates for whole shares credited to the participant's account under the
Plan will be issued, and a cash payment will be made for any fractional
interest in shares credited to the account (see the answer to Question 25).
A participant may also request that all or part of the whole shares and
any fractional share interest credited to the participant's account in the
Plan be sold. If such sale is requested, the sale will be made for the
account of the participant by the Agent as soon as practicable after
processing the request for withdrawal. The participant will receive the
proceeds of the sale less a $5 handling charge, any brokerage commissions and
any other costs as soon as practicable after the sale.
23. When may a participant withdraw from the Plan?
A participant may terminate participation in the Plan any time prior to
a dividend record date by notice in writing to the Agent. As soon as
practical following termination, the Agent will send the participant a
certificate for the whole shares in the participant's Plan account. If the
participant so requests, the Agent will sell all or a portion of such shares
and remit the proceeds, less a $5 handling charge, any related brokerage
commissions and any other costs. If the request to terminate is received by
the Agent on or after the record date for a dividend payment, such request to
terminate may not become effective until any dividend paid on the dividend
payment date has been reinvested and the shares of Common Stock purchased are
credited to the participant's account under the Plan. The Agent, in its sole
discretion, may either pay any such dividend in cash or reinvest it in Common
Stock on behalf of the terminating participant. Any optional cash payments
which had been sent to the Agent prior to the request to terminate will also
be invested unless return of the amount is expressly requested in the request
for termination and such request is received at least two business days prior
to the dividend payment date. The request for termination will then be
processed as promptly as possible following such dividend payment date. See
Question 6 above for an example of approximate timing of dividend record and
payment dates. In every case of termination, the participant's interest in
a fractional share will be paid in cash and will be based on the actual market
price of a share of Common Stock, less any related brokerage commission and
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any other costs.
24. Can a participant reenter the Plan after withdrawal?
Yes. An eligible shareholder may rejoin at any time, but must submit a
new Authorization Form (see answer to Question 6).
25. What happens to a fractional share interest when a participant withdraws
from the Plan?
When a participant withdraws from the Plan, cash representing any
fractional share interest will be mailed directly to the participant. The
cash payment to each such participant will be based upon the net price (that
is, after deducting any brokerage commissions and any other costs, if any)
realized by the Agent when it sells such fraction as Agent for the participant.
In order to effect the sale of such fractional interest, it will be necessary
for the Agent to combine the sale of fractional share interests to which other
withdrawing participants are entitled so as to be able to effect the sale of
whole shares. This will be done by the Agent as soon as practicable.
26. May a participant stop dividend reinvestment or optional cash payment
investments without withdrawing from the Plan?
A participant who wishes to discontinue the reinvestment of cash
dividends payable on shares registered in the particpant's name may
discontinue such reinvestment without withdrawing from the Plan by changing
the method of participation in the Plan as specified in the answers to
Questions 7 and 9. However, unless the participant withdraws all shares held
in the account, all dividends on shares so held will be invested automatically
in shares of Common Stock. Moreover, a participant may request in writing
that the Agent return any uninvested optional cash payment made, and such a
request will be honored, if received by the Agent at least two business days
before the Investment Date on which the optional cash payment would otherwise
be invested.
OTHER INFORMATION
27. If the Corporation has a stock dividend or a stock split, how will the
shares of Common Stock held under the Plan be affected?
Any shares of the Corporation's Common Stock distributable by the
Corporation as a stock dividend or a stock split on shares of the
Corporation's Common Stock credited to a participant's account under the Plan
as of the record date for such stock dividend or stock split will be credited
to the participant's account under the Plan.
28. If the Corporation has a rights offering, how will the shares of Common
Stock held under the Plan be handled?
Participation in any rights offering will be based upon both shares of
Common Stock registered in a participant's name and any whole Plan shares
credited to such participant's Plan account.
29. What happens when a shareholder sells or transfers all of the shares of
Common Stock registered in his or her own name?
If a participant disposes of all of the shares of Common Stock in
<PAGE>
certificate form, then the Agent will continue to reinvest the cash dividends
on the shares of Common Stock credited to the participant's account under the
Plan until the participant notifies the Agent in writing of the intent to
withdraw from the Plan. Optional cash payments may continue to be made by
such participant as long as there is at least one whole share of Common Stock
credited to the participant's account under the Plan. If a participant holds
less than one full share, the Corporation, from time to time, may instruct the
Agent to sell the fractional share and forward the proceeds, less any
brokerage commissions and any other costs of sale, to the shareholder.
30. What are the responsibilities of the Corporation and Agent under the
Plan?
Neither the Corporation, nor the Agent, as Plan Administrator, will be
liable for any act done in good faith or for any good faith omission to act,
including, without limitation, any claim arising out of failure to terminate
a participant's account upon such participant's death, the prices at which
shares are purchased or sold for the participant's account, the times when
purchases or sales are made or fluctuations in the market value of the
Corporation's common stock. The participant should recognize that neither
the Corporation nor the Agent can provide any assurance of a profit or
protection against loss on any share purchased under the Plan.
31. How will a participant's shares be voted at meetings of shareholders?
For each meeting of shareholders, a participant will receive proxy
material that will enable the participant to vote both the shares registered
in the participant's name directly and/or shares credited to the participant's
Plan account. If a participant elects, all shares may be voted in person at
the shareholders' meeting.
Federal Income Tax Consequences
32. What are the federal income tax consequences of participation in the
Plan?
A participant will be treated for federal income tax purposes as having
received a dividend in an amount equal to the cash dividend reinvested in
shares of Common Stock under the Plan even though that amount is not actually
received in cash but, instead, is applied to the purchase of shares for the
participant's account. In addition, general rulings issued by the Internal
Revenue Service indicate that a participant's share of brokerage commissions
for purchases of open market shares (which will be paid by the Corporation)
will be taxable as income to that participant (and, in the case of
shareholders, as dividend income). A participant's adjusted basis in the
shares of Common Stock acquired under the Plan will be equal to the amount
required to be treated as a dividend, including any brokerage commissions
allocated to such purchases.
Common Stock purchased with optional cash payments will be treated in
the same manner as Common Stock purchased outside of the Plan. A participant's
adjusted basis in such shares will be equal to the price paid, increased by
any brokerage commissions allocated to such purchases and treated as a
dividend or income.
A participant will not realize any taxable income when he or she
receives certificates for whole shares credited to the participant's account
<PAGE>
under the Plan, either upon a request for such certificates or upon withdrawal
from or termination of the Plan. However, a participant who receives, upon
withdrawal from or termination of the Plan, a cash payment for the sale of
Plan shares held for such participant's account or for a fractional share then
held in the participant's account will realize gain or loss measured by the
difference between the amount of the cash received and the participant's basis
in such share or fractional share. Such gain or loss will be capital in
character if such shares or fractional shares are a capital asset in the hands
of the participant. Gain or loss from the sale or exchange of property will
be treated as long-term capital gain or loss if it was deemed to have been
held for more than one year. Any gain or loss other than long-term capital
gain or loss will be treated as short-term capital gain. The present maximum
federal long-term capital gain rate is 28%. For further information as to tax
consequences of participation in the Plan, participants should consult with
their own tax advisors.
The tax information in this Question 32 is provided solely as a guide to
participants and may be subject to change by future legislation. Participants
are advised to consult their own tax advisors as to the federal and state
income tax effects of participation in the Plan.
33. What provision is made for foreign and domestic shareholders whose
dividends are subject to federal income tax withholding?
If the participant who is a U.S. citizen is not subject to "backup"
withholding of federal income tax, the full amount of dividends received will
be used to purchase shares under the Plan. However, if the participant is
subject to "backup" withholding, the amount of federal income tax withheld
will reduce the amount available to purchase shares. A participant is subject
to "backup" withholding if the Social Security number of the participant is
not furnished to the Corporation, if the IRS notifies the Corporation that an
incorrect number was furnished, if the participant is notified of being subject
to backup withholding under S3406(a)(1)(C) of the Internal Revenue Code of
1986, as amended, or if the participant fails to certify to the Corporation
the Social Security number and is not subject to backup withholding. Each
participant who has not already furnished such form to the Corporation will
be required to furnish Form W-9 to the Corporation which contains the required
certifications in order to have dividends on shares enrolled in the Plan
reinvested without withholding.
In the case of foreign shareholders whose taxable income under the Plan
is subject to federal income tax withholding, the Agent will make
reinvestments net of the amount of tax required to be withheld. Regular
statements of account confirming purchases made for foreign participants will
indicate the amount of tax withheld. Foreign shareholders who elect to make
optional cash payments under the Plan must make such payments in United States
dollars.
EMPLOYEE PARTICIPATION
34. Which employees are eligible to join the Plan?
All full-time employees of Indiana Gas who have completed a total of six
consecutive months' employment are eligible to participate in the Plan, except
those individuals who are officers in Indiana Gas or the Corporation and
subsidaries. Assistant officers are eligible to join the Plan.
<PAGE>
35. What are the rights of employees under the Plan?
Employees have the same rights under the Plan, and are governed by the
same terms and limitations, as shareholders of the Corporation, except that
eligible employees (a) may enroll in the Plan to purchase shares with optional
cash payments even though they are not registered holders of any shares of
Common Stock, and (b) may arrange to make such optional cash payments through
regular payroll deductions. Optional cash payments by an employee, including
payroll deductions, may not exceed $50,000 in a calendar year.
Optional cash payments by employees, including payroll deductions, will
be applied by the Agent to the purchase of shares of Common Stock. Cash
dividends on shares credited to an employee\participant's Plan account are
automatically reinvested in additional shares of Common Stock.
36. How does an eligible employee join the Plan?
An eligible employee may enroll in the Plan at any time to purchase
shares of Common Stock with optional cash payments by completing an employee
Enrollment Form and returning it to the Human Resources department of Indiana
Gas. Employee Enrollment Forms and Withholding Authorization Forms can be
obtained from the Human Resources department. If an employee elects to make
optional cash payments directly to the Agent and does not authorize payroll
deductions, the Enrollment Form must be accompanied by a check or money order
for the initial payment.
Employees who, as record holders of Common Stock, are already
participating in the Plan do not need to complete an employee Enrollment Form;
however, they must complete a Withholding Authorization Form if they wish to
make optional cash payments through payroll deductions. Any employee who is
or becomes a registered holder of shares may obtain from the Agent and execute
a shareholder Authorization Form in order to provide for the reinvestment of
cash dividends on those shares.
37. What is the limit on payroll deductions?
An eligible employee may authorize the employer to deduct a specified
whole dollar amount from each pay period of each month. The minimum monthly
deduction is $25. Once authorized, payroll deductions will continue until
changed or terminated by the employee.
38. May employees change or terminate payroll deductions?
Yes. An employee may change the amount deducted or terminate payroll
deductions by giving written notice to the Human Resources department.
Employees should allow at least 15 days' processing time prior to the end
of the pay period in which the deduction is made for any change in the amount
of the deduction to become effective. Not more than two payroll deduction
changes may be made in any calendar year, provided, however, that an employee
may terminate his payroll deduction at any time by giving reasonable notice to
the Human Resources department. Employees may terminate payroll deductions
without withdrawing from the Plan and continue to invest by making optional
cash payments directly to the Agent.
39. How does an employee withdraw from the Plan?
<PAGE>
In order to withdraw from the Plan, an employee\participant must notify
the Agent in writing of the intent to withdraw and employees making optional
cash payments through payroll deductions must also notify the Human Resources
department.
40. What happens when an employee\participant leaves Indiana Gas?
If an employee\participant ceases to be employed by an Indiana Gas, the
Agent will continue to reinvest cash dividends on the shares credited to the
participant's Plan account until the participant withdraws from the Plan.
Participation in the Plan may continue as long as there are shares credited
to the participant's Plan account or registered in the participant's name.
MISCELLANEOUS
41. May the Plan be changed or discontinued?
The Corporation reserves the right to modify the Plan, or to suspend
or terminate the Plan, at any time. All participants will receive notice of
any such action. Any such modification, suspension or termination will not,
of course, affect previously executed transactions. The Corporation also
reserves the right to adopt, and from time to time to change, such
administrative rules and regulations (not inconsistent in substance with the
basic provisions of the Plan then in effect) as it deems desirable or
appropriate for the administration of the Plan. In addition, the Corporation
reserves the right to offer to the Plan newly issued shares or direct the Plan
to purchase open market shares as the Corporation shall, from time to time,
determine in its sole discretion. The Agent reserves the right to resign at
any time upon reasonable written notice to the Corporation.
42. Who interprets the Plan?
The Corporation will interpret and regulate the Plan and any agreement
entered into to establish or administer the Plan, which interpretation and
regulation shall be conclusive.
USE OF PROCEEDS
In the case of shares purchased for the Plan in the open market, the
Corporation will not receive any of the proceeds of the offering. In the
case of new issue shares, the proceeds received by the Corporation will be
used for general corporate purposes.
INDEMNIFICATION OF OFFICERS, DIRECTORS AND CONTROLLING PERSONS
The Indiana Business Corporation Law (Indiana Code S23-1-37) 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 Indiana Business
Corporation Law provides further that a corporation shall indemnify its
directors, officers, employees and agents who are wholly successful, on the
<PAGE>
merits or otherwise, against expenses in the defense of such proceedings.
The Indiana Business Corporation Law 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.
The Corporation's Articles of Incorporation, as amended, afford
directors, officers, key employees, and, in some circumstances, persons acting
in an agency capacity the right to indemnification not only against expenses
incurred in defense of suit, but also against judgments, fines, penalties and
reasonable amounts paid in settlement in connection with an action, suit or
proceeding, if such indemnified persons have acted in good faith and in a
manner reasonably believed to be in the best interest of the Corporation (or
in certain circumstances not opposed to the Corporation's best interest) and,
with respect to any criminal action or proceeding, if they had no reasonable
cause to believe that their conduct was unlawful.
Such indemnification may apply to claims arising under the Securities
Act of 1933, as amended. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers,
or persons controlling the Corporation pursuant to the foregoing provisions,
the Corporation has been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in that Act and is therefore unenforceable.
EXPERTS
The financial statements and schedules of Indiana Energy, Inc. for the
fiscal year ended September 30, 1992, incorporated by reference in this
prospectus and registration statement, have been examined by Arthur Andersen
& Co., independent public accountants, as indicated in their reports with
respect thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
reports.
LEGAL MATTERS
The validity of the Plan shares will be passed upon for the Corporation
by Barnes & Thornburg, 1313 Merchants Bank Building, 11 South Meridian Street,
Indianapolis, Indiana 46204, counsel for the Corporation. Howard J. Cofield,
a director of the Corporation, is a partner of Barnes & Thornburg.
No person has been authorized to give any information or to make any
representations, other than those contained or incorporated by reference in
this Prospectus, and, if given or made, such information or representations
must not be relied upon as having been authorized. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any
securities other than the registered securities to which it relates. This
Prospectus does not constitute an offer to sell or a solicitation of an offer
to buy such securities in any circumstance in which such offer or solicitation
is unlawful. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there
has been no change in the information herein since the date hereof or that the
information contained or incorporated by reference herein is correct as of any
time subsequent to its date.
<PAGE>
TABLE OF CONTENTS
Page
General Information
Incorporation of Certain
Information by Reference
The Plan
Introduction
Purpose
Administration
Participation
Costs
Purchases
Optional Cash Payments
Reports to Participants
Dividends
Certificates for Shares
Safekeeping of Shares
Withdrawal
Other Information
Federal Income Tax Consequences
Employee Participation
Miscellaneous
Use of Proceeds
Indemnification of Officers, Directors
and Controlling Persons
Experts
Legal Matters
INDIANA ENERGY, INC.
Automatic Dividend Reinvestment
and Stock Purchase Plan
Amended and Restated as of October 30, 1992
PROSPECTUS Dated January 19, 1993
</TABLE>
<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 $ 3,685.34
Fees and expenses of accountants 2,000.00
Fees and expenses of counsel 2,000.00
Printing expenses 500.00
Miscellaneous 500.00
----------
Total $ 8,685.34
==========
Item 15. Indemnification of Directors and Officers.
The following discussion of the indemnification provisions of the
Indiana Business Corporation Law (Indiana Code Section 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.
<PAGE>
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 Corporate Persons and matters related thereto:
(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
<PAGE>
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 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
<PAGE>
(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. 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; (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 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.
(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
<PAGE>
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 September 7, 1995.
INDIANA ENERGY, INC.
By: /s/ Lawrence A. Ferger
----------------------------------
Lawrence A. Ferger, President
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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
(1) Principal Executive Officer
/s/ Lawrence A. Ferger
------------------------------------ President and Chief September 7, 1995
Lawrence A. Ferger Executive Officer
(2) Principal Financial Officer
/s/ Niel C. Ellerbrook
------------------------------------ Vice President and September 7, 1995
Niel C. Ellerbrook Treasurer and Chief
Financial Officer
(3) Principal Accounting Officer
/s/ Jerome A. Benkert Jr.
------------------------------------- Controller September 7, 1995
Jerome A. Benkert Jr.
(4) A Majority of the Board
of Directors
Duane M. Amundson Director
Paul T. Baker Director
Director
Howard J. Cofield Director
Niel C. Ellerbrook Director
Loren K. Evans Director
Lawrence A. Ferger Director September 7, 1995
Otto N. Frenzel III Director
Anton H. George Director
Don E. Marsh Director
Director
James C. Shook Director
/s/ Lawrence A. Ferger
By: ----------------------------------
(Lawrence A. Ferger,
Attorney-in-Fact)
</TABLE> <PAGE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
<S> <C>
EXHIBITS INCORPORATED BY REFERENCE:
Exhibit 4-A Indenture dated as of February 1, 1991 between Indiana
Gas Company, Inc. and Continental Bank, National
Association (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); and Fourth
Supplemental Indenture thereto dated as of December 1,
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)
Exhibit 4-B Indenture, dated as of September 1, 1950, between
Indiana Gas Company, Inc. and Merchants National Bank &
Trust Company of Indianapolis, as Trustee ("Trustee")
and twelve supplemental indentures thereto.
Incorporated herein by reference to Indiana Gas
Company, Inc.'s Registration No. 2-77620 (pages 6-8 of
the Prospectus on Form S-16 contained therein), to
Indiana Gas Company, Inc.'s Registration No. 2-40825
(Exhibit Nos. 2-A through 2-H), to Indiana Gas Company,
Inc.'s Registration No. 2-52734 (Exhibit 2-C), to
Indiana Gas Company, Inc.'s Registration No. 2-68469
(Exhibit No. 2-J), to Indiana Gas Company, Inc.'s
Registration No. 2-77620 (Exhibit No. 4-O), to Indiana
Gas Company, Inc.'s Registration No. 33-1262 (Exhibit
No. 4K), to Indiana Gas Company, Inc.'s 1985 Annual
Report on Form 10-K (Exhibit No. 3) and to Indiana Gas
Company, Inc.'s 1986 Annual Report on Form 10-K
(Exhibit No. 4-D)
Exhibit 4-C Officers' Certificate with respect to the establishment
of the Medium Term Notes, Series E (including form of
Fixed Rate Note and Floating Rate Note) (incorporated
by reference to Exhibit 4(a) to Indiana Gas Company,
Inc.'s Current Report on Form 8-K dated April 5, 1995,
and filed April 5, 1995)
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Exhibit 4-D Amended and Restated Articles of Incorporation, as
amended, of Indiana Energy, Inc. (the "Company")
(incorporated by reference from Exhibit 3-A to the
Company's Annual Report on Form 10-K for the year ended
September 30, 1993)
Exhibit 4-E Code of By-Laws, as amended, of the Company
(incorporated by reference from Exhibit 3-B to the
Company's Annual Report on Form 10-K for the year ended
September 30, 1994)
DOCUMENTS FILED HEREWITH:
Exhibit 5 Opinion of Barnes & Thornburg with respect to the
legality of the securities registered hereunder
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 Power of Attorney executed by directors and officers on
whose behalf this registration statement was signed
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Exhibit 5
September 8, 1995
Indiana Energy, Inc.
1630 North Meridian Street
Indianapolis, Indiana 46202
Gentlemen:
You have requested our opinion in connection with the
Registration Statement on Form S-3 (the "Registration Statement")
anticipated to be filed with the Securities and Exchange Commission by
Indiana Energy, Inc., an Indiana corporation ("IEI"), on September 8,
1995, with respect to the registration of Five Hundred Thousand
(500,000) shares of common stock, without par value, of IEI (the
"Shares") to be issued and sold to eligible participants in the IEI
Automatic Dividend Reinvestment and Stock Purchase Plan (the "Plan").
We have examined such records and documents and have made such
investigations of law and fact as we have deemed necessary in the
circumstances. Based on that examination and investigation, we are of
the opinion that the Shares have been duly authorized, and when issued
and sold and the purchase price thereof has been paid, all as
contemplated by the Plan as described in the Registration Statement
and in the Prospectus relating thereto, as the same may be amended,
and in compliance with the Securities Act of 1933, as amended, and
with applicable state blue sky laws, the Shares will be legally
issued, fully paid and non-assessable.
We consent to the use of our name under the caption "LEGAL
MATTERS" in the Prospectus included in the Registration Statement and
to the filing of this opinion as Exhibit 5 to the Registration
Statement.
The foregoing opinion is limited to the application of the
internal laws of the State of Indiana and applicable federal law, and
no opinion is expressed herein as to any matter governed by the laws
of any other jurisdiction.
Sincerely,
/s/ Barnes & Thornburg
Exhibit 23-A
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our
reports dated October 28, 1994, included in Indiana Energy, Inc's Form
10-K for the year ended September 30, 1994, and to all references to
our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
Indianapolis, Indiana
September 7, 1995
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EXHIBIT 24
INDIANA ENERGY, INC.
LIMITED POWER OF ATTORNEY
(To Sign and File Registration Statement)
The undersigned director and/or officer of INDIANA ENERGY, INC., an Indiana
corporation (the "Company"), which intends to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as
amended, a Registration Statement or Statements and related prospectus for the
registration of Common Stock of the Company in connection with the Company's
Automatic Dividend Reinvestment and Stock Purchase Plan, does hereby appoint each of
Lawrence A. Ferger and Niel C. Ellerbrook as such person's true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for such
person and in such person's name, place and stead, in any and all capacities, to
sign said Registration Statement or Statements and related prospectus and any and
all amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or a substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Limited Power of
Attorney this 28th day of April, 1995.
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/s/ Duane M. Amundson /s/ Paul T. Baker
-------------------------------------- ------------------------------------
Duane M. Amundson Paul T. Baker
/s/ Howard J. Cofield
-------------------------------------- ------------------------------------
Gerald L. Bepko Howard J. Cofield
/s/ Niel C. Ellerbrook /s/ Loren K. Evans
-------------------------------------- ------------------------------------
Niel C. Ellerbrook Loren K. Evans
/s/ Lawrence A. Ferger /s/ Otto N. Frenzel III
-------------------------------------- ------------------------------------
Lawrence A. Ferger Otto N. Frenzel III
/s/ Anton H. George /s/ Don E. Marsh
-------------------------------------- ------------------------------------
Anton H. George Don E. Marsh
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/s/ James C. Shook
-------------------------------------- ------------------------------------
Richard P. Rechter James C. Shook
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STATE OF INDIANA )
) SS:
COUNTY OF MARION )
Before me, a notary public, in and for said County and State
personally appeared Duane M. Amundson, Paul T. Baker, Howard J.
Cofield, Niel C. Ellerbrook, Loren K. Evans, Lawrence A. Ferger, Otto
N. Frenzel III, Anton H. George, Don E. Marsh, James C. Shook, who
executed the above and foregoing Limited Power of Attorney on April
28, 1995.
Witness my hand and Notarial Seal this 28th day of April, 1995.
/s/ Ronald E. Christian
--------------------------------
Ronald E. Christian,
Notary Public
Residing in Johnson County
My Commission Expires:
October 21, 1997
