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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
June 11, 1999
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
Indiana Energy, Inc.
(NAME OF ISSUER)
Common Stock, no par value
(TITLE OF CLASS OF SECURITIES)
454707100
(CUSIP NUMBER)
S. M. Kerney, Controller (Chief Accounting Officer), c/o SIGCORP, Inc.,
20 NW Fourth Street, Evansville, Indiana 47741
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICE AND COMMUNICATIONS)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box [ ].
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
disclosures provided in a cover page.
The information required on 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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SCHEDULE 13D
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<S> <C> <C>
(CUSIP No. 454707100 ) (Page 2 of 7 pages)
1. NAMES OF REPORTING PERSONS
SIGCORP, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
35-1940620
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP A [ ]
B [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
6. CITIZENSHIP OF PLACE OF ORGANIZATION
Indiana
NUMBER OF SHARES 7. SOLE VOTING POWER
SHARES 5,927,524
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 5,927,524
WITH 10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,927,524
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
14. TYPE OF REPORTING PERSON
CO
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ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, no par value ("IEI Common
Stock") of Indiana Energy, Inc., an Indiana corporation ("IEI"). The address of
IEI's principal executive office is:
Indiana Energy, Inc.
1630 North Meridian Street
Indianapolis, Indiana 46202
ITEM 2. IDENTITY AND BACKGROUND
The name of the person filing this statement is SIGCORP, Inc., an
Indiana corporation ("SIGCORP"). SIGCORP is a holding company with subsidiaries
and affiliates engaged in natural gas and electric power distribution, gas
portfolio administrative services and marketing of natural gas, electric power
and related services. Its principal executive office and principal business
address is:
SIGCORP, Inc.
20 NW Fourth Street
Evansville, Indiana 47741
During the last five years neither SIGCORP nor any of its executive
officers and directors listed on Schedule A of this statement (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
is or was subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On June 11, 1999, SIGCORP, IEI and Vectren Corporation, an Indiana
corporation ("Vectren") executed an Agreement and Plan of Merger (the "Merger
Agreement"). The Merger Agreement provides for the merger (the "Merger") of each
of SIGCORP and IEI with and into Vectren. At the closing of the Merger, each of
the outstanding shares of the common stock, no par value, of IEI ("IEI Common
Stock") will be converted into one and share of the common stock, no par value,
of Vectren ("Vectren Common Stock"), and each share of the SIGCORP Common Stock
will be converted into 1.3 shares of Vectren Common Stock.
Concurrently and in connection with the execution of the Merger
Agreement, SIGCORP and IEI entered into two option agreements (the "Option
Agreements") The first, entitled "SIGCORP, Inc. Stock Option Agreement," (the
"SIGCORP Option Agreement") grants an option to IEI (the "SIGCORP Option") to
purchase a number of shares of SIGCORP Common Stock equal to 19.9% of the number
of shares of SIGCORP Common Stock outstanding as of June 11, 1999. The SIGCORP
Option Agreement provides for an exercise price of $29.70 per share of SIGCORP
Common Stock. The second, entitled "Indiana Energy, Inc. Stock Option
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Agreement" (the "IEI Option Agreement") grants an option to SIGCORP (the "IEI
Option") to purchase a number of shares of IEI Common Stock, equal to 19.9% of
the number of shares of IEI Common Stock outstanding as of June 11, 1999. The
IEI Option Agreement provides for an exercise price of $22.27 per share of IEI
Common Stock. SIGCORP paid no consideration in connection with the Option
Agreements other than the execution of the Merger Agreement. No funds were used.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the Option Agreements was to induce SIGCORP's execution
of the Merger Agreement and increase the likelihood of consummation of the
Merger. The Merger will result in the delisting of SIGCORP Common Stock and IEI
Common Stock from the New York Stock Exchange.
At the effective time of the Merger, the Board of Directors of Vectren
will consist of eight persons designated by SIGCORP and eight persons designated
by IEI prior to the effective time of the Merger.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
A total of 5,927,524 shares of IEI Common Stock are subject to the IEI
Option Agreement, representing 16.6% of the outstanding shares of IEI Common
Stock calculated in accordance with Rule 13d-3 under the Securities Exchange Act
of 1934. Except as set forth on Schedule A, neither SIGCORP nor any of its
executive officers or directors is the beneficial owner of any other shares of
IEI Common Stock.
SIGCORP may be deemed, as a result of the IEI Option Agreement, to have
the sole power to vote or direct the vote of 5,927,524 shares of IEI Common
Stock, and the sole power to dispose of or to direct the disposition of
5,927,524 shares of IEI Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
On June 11, 1999, SIGCORP, IEI and Vectren executed the Merger
Agreement. The Merger Agreement provides for the merger of each of SIGCORP and
IEI with and into Vectren.
Concurrently and in connection with the execution of the Merger
Agreement, SIGCORP and IEI entered into the Option Agreements. The SIGCORP
Option Agreement grants the SIGCORP Option to IEI. The SIGCORP Option Agreement
provides for an exercise price of $29.70 per share of SIGCORP Common Stock. The
IEI Option Agreement grants the IEI Option to SIGCORP. The IEI Option Agreement
provides for an exercise price of $22.27 per share of IEI Common Stock.
The IEI Option may be exercised by SIGCORP at any time after the Merger
Agreement becomes terminable by SIGCORP as a result of: (i) a material breach of
any material representation
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or warranty or any material breach of any covenant or agreement of IEI under the
Merger Agreement; or (ii) any one of the following reasons, including: the
expiration of the Merger Agreement; receipt by SIGCORP of a competing bid which
the SIGCORP board determines must, in the exercise of their fiduciary duties, be
accepted; failure to obtain shareholder approval of the Merger; withdrawal or
modification of the IEI board's recommendation that the shareholders of IEI
approve the Merger; the acquisition by a third party of more than 25% of the
voting power of IEI; or failure by IEI to approve a replacement chief executive
officer of Vectren selected by SIGCORP if the chief executive officer
contemplated by the Merger Agreement is unable or unwilling to serve, provided
that in each case, IEI fails to reject a third party tender or exchange offer
(clauses (i) and (ii) are each referred to herein as a "Trigger Event.") The IEI
Option terminates upon the earlier of: (i) the effective time of the Merger;
(ii) the termination of the Merger Agreement in accordance with its terms other
than upon or during the continuance of a Trigger Event; or (iii) 180 days
following the termination of the Merger Agreement upon or during the continuance
of a Trigger Event (or if the IEI Option cannot be exercised at the end of the
180-day period due to legal action, until ten business days after the impediment
is removed, but in no event later than June 11, 2002).
The terms of SIGCORP Option Agreement are identical to those of the IEI
Option Agreement, other than reversal of the roles of the parties.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following exhibits are incorporated in this statement by reference:
1. Agreement and Plan of Merger dated as of June 11, 1999,
among IEI, SIGCORP and Vectren (incorporated by reference to Exhibit 2
to SIGCORP's Current Report on Form 8-K filed June 16, 1999).
2. SIGCORP, Inc. Stock Option Agreement dated as of June 11,
1999 (incorporated by reference to Exhibit 4.1 to SIGCORP's Current
Report on Form 8-K filed June 16, 1999).
3. Indiana Energy, Inc. Stock Option Agreement dated as of
June 11, 1999 (incorporated by reference to Exhibit 4.2 to SIGCORP's
Current Report on Form 8-K filed June 16, 1999).
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Signature
After reasonable inquiry and to best of my knowledge and belief, I certify that
the information set forth in this Statement is true, complete and correct.
SIGCORP, INC.
By: /s/ S. M. Kerney
-----------------------------
Name: S. M. Kerney
Title: Controller (Principal Accounting
Officer)
DATE: June 22, 1999
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SCHEDULE A
EXECUTIVE OFFICERS OF SIGCORP, INC.
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Number of Shares of IEI
Common Stock Beneficially
Name Title Owned(1)
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R. G. Reherman Chairman of the Board of Directors and Chief
Executive Officer
A. E. Goebel President and Chief Operating Officer
Timothy L. Burke Secretary and Treasurer
S. Mark Kerney Controller
Linda K. Tiemann Assistant Secretary
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DIRECTORS OF SIGCORP, INC.
John M. Dunn
John D. Engelbrecht
Robert L. Koch II
Donald A. Rausch
Richard W. Shymanski
Donald E. Smith
James S. Vinson
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(1) To be filed by amendment.
