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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
December 17, 1999
INDIANA ENERGY, INC.
(Exact name of registrant as specified in its charter)
Indiana 01-9091 35-1654378
(State of incorporation) (Commission File (I.R.S. Employer
Number) Identification No.)
1630 N. Meridian Street 46202
Indianapolis, Indiana (Zip Code)
(Address of principal
executive offices)
Registrant's telephone number, including area code (317) 926-3351
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Item 5. Other Events.
On December 17, 1999, Indiana Energy, Inc. ("IEI") held a
shareholders meeting at which a presentation was made regarding an
update on the IEI and SIGCORP merger. Pursuant to General
Instruction F to Form 8-K, a copy of the presentation materials are
incorporated herein by reference and is attached hereto.
Item 7. Exhibits.
(c) Exhibits.
The following exhibits are filed as a part of this report:
Exhibit
Number Description
------- -----------
99 December 17, 1999 presentation materials to the
Indiana Energy, Inc. shareholders regarding an
update on the Indiana Engergy, Inc. and SIGCORP
merger
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
INDIANA ENERGY, INC.
Dated: December 17, 1999
By: /s/ Carl L. Chapman
__________________________
Carl L. Chapman
Chief Financial Officer
By: /s/ Jerome A. Benkert
___________________________
Jerome A. Benkert
Vice President and
Controller
EXHIBIT LIST
Exhibit
Number Description Page
------- ----------- -----
99 December 17, 1999 presentation materials to the
Indiana Energy, Inc. shareholders regarding an
update on the Indiana Energy, Inc. and SIGCORP
merger
December 17, 1999 Presentation to Shareholders
<PAGE> 1 Merger of Equals
VECTREN CORPORATION
<PAGE> 2
MERGER OF EQUAL
VECTREN CORPORATION
Two Indiana-Based Utilities
- -Similar size and strategies
* 10% growth targets
* Strong management teams/ complementary skill sets
* Partners in ESG, LLC since 1997
Two Financially Strong Companies
- - Strong balance sheets
* Diversified investments portfolios
* Low-cost operations
* Stable earnings
* Above average ROE
* Dividend increases every year
Miscellaneous photographs
<PAGE> 3
MERGER OF EQUALS
VECTREN CORPORATION
* A Natural alliance of companies with complementary products and services
* Positioned to succeed in a competitive marketplace
* Growth through superior customer service and fulfilling customer needs
* Enhance long-term value to shareholders through a growth / income strategy
Miscellaneous photographs
<PAGE> 4
MERGER RESULTS
VECTREN CORPORATION
* Elimination of duplicate activities
* Reduction of operating expanses
* Elimination and avoidance of some capital expenditures
* Increased capability to offer a broader array of products and services to
customers
* Growth opportunities for non-regulated business
<PAGE> 5
VECTREN CORPORATION
* The combined utility service territories will cover about two-thirds of
Indiana serving 650,000 customers
* The Indiana Energy service territory may provide additional opportunities
to expand Vectren's investment in telecommunication projects
Map of Indiana showing combined service territories
<PAGE> 6
VECTREN CORPORATION
FINANCIAL ASPECTS
* Immediately accretive to earnings, excluding one tome charges
* Improves competitive position; net synergy savings of nearly $200 million
over a ten year period
- About 50% from avoided cots
- Annual savings evenly distributed
* Marriage of strengths
<PAGE> 7
VECTREN CORPORATION
FINANCIAL ASPECTS
* Results in a balanced earnings mix; gas and electric earnings will be
nearly equal
Electric Gas Other
--------- --------- ---------
Indiana Energy 0% 84% 16%
Vectren Corporation 42% 42% 16%
Sigcorp 76% 16% 8%
Excluding DPL acquisition
<PAGE> 8
VECTREN CORPORATION
FINANCIAL ASPECTS
* Provides a larger customer base over which to spread fixed costs
* Should provide greater access to capital markets
* Improves liquidity of Company's common stock
<PAGE> 9
DIVIDEND COMMITMENT
SEPARATELY INDIANA ENERGY AND SIGCORP
* A history of above average annual increases of dividends to shareholders
* A desirable payout
1994 1995 1996 1997 1998 1999
------ ------ ------ ------ ------ ------
Sigcorp 1.1 1.13 1.15 1.18 1.21 1.24
Indiana Energy 0.74 0.78 0.82 0.86 0.90 0.94
Per share dividends impacted by IEI shares outstanding
Vectren will have a strong commitment to dividend growth
<PAGE> 10
INVESTMENT PERFORMANCE
* Both IEI and Sigcorp have exceed the utility industry performance as
measured by return on equity
1994 1995 1996 1997 1998
------ ------ ------ ------ ------
Sigcorp 0.14 0.13 0.14 0.14 0.14
EEI Index 0.11 0.11 0.11 0.11 0.11
1994 1995 1996 1997* 1998
------ ------ ------ ------ ------
Indiana Energy 0.13 0.12 0.15 0.07 0.14
Peers 0.11 0.09 0.12 0.12 0.10
*Reflects After Tax Restructuring charge of $24.5 million or 81 cents per
share
Miscellaneous photographs
<PAGE> 11
VECTREN CORPORATE STRUCTURE
Vectren Corporation (Holding Company)
UTILITY GROUP
Indiana Gas Co., SIGECO, SIGCORP Fuels, Southern Indiana Minerals
- - ENERGY SOLUTIONS
SIGCORP Energy Services, ProLiance Energy, Energy Systems Group, Reliant
Services
- - TELECOMMUNICATIONS GROUP
- SIGECOM, SIGCORP Communication Services
- - FINANCIAL AND COMPLEMENTARY INVESTMENTS
- Souther Ind Prop, IEI Synfuels, Energy Realty, IEI Financial Services
Photograph
<PAGE> 12
VECTREN CORPORATE GOVERNANCE
Executive officers
Chairman & CEO - Niel C. Ellerbrook (with photograph)
President & COO - Andrew E. Goebel (with photo)
Board of Directors
16 members, comprised of eight current members each from SIGCORP and
Indiana Energy
IEI Designees SIGCORP Designees
------------------- ----------------------
Niel C. Ellerbrook John M. Dunn
L.A. Ferger John D. Engelbrecht
Anton H. George Andrew E. Goebel
William G. Mays Robert L. Koch II
J. Timothy McGinley Donald G. Reherman
Richard P. Rechter Ronald G. Reherman
James C. Shook Richard W. Shymanski
Jean L. Wojtowicz James S. Vinson
<PAGE> 13
STEPS TO COMPLETE THE MERGER
REGULATORY / LEGAL
* Indiana Energy and SIGCORP Shareholders
* Federal Energy Regulatory Commission (approved this week)
* Department of Justice Review
* Securities Exchange Commission (PUHCA)
* Federal Communications Commission
Miscellaneous photographs
<PAGE> 14
VECTREN CORPORATION
MERGER SUMMARY
* This is a strategic combination that makes sense
* It provides strong regulated and non-regulated growth opportunities
* Competitively positioned gas and electric businesses
* The transaction is immediately accretive to earnings excluding one-time
charges
* It will create long-term shareholder value, with no premium to overcome
Miscellaneous photographs
<PAGE> 15
DPL ASSET ACQUISITION
* IEI has reached agreement to acquire the natural gas distribution assets
from Dayton Power & Light
* It is a logical extension of Vectren's natural gas distribution business
* Provides opportunity to grow non-regulated businesses
<PAGE> 16
DPL ASSET ACQUISITION
TRANSACTION SUMMARY
* Price - $425 Million
* 305,000 Customers
* 4,979 miles of pipeline
* Contiguous territory (16 counties in West Central Ohio)
* Access to 6 Interstate pipelines
Ohio Territorial map of Pipeline Ownership
<PAGE> 17
DPL ASSETS ACQUISITION
TRANSACTION HIGHLIGHTS
* Due to accounting rules, IEI and Sigcorp could not jointly purchase DPL
natural gas business
* The Indiana Energy and Sigcorp merger could close by 3/31/200. The DPL
transaction will hopefully close before 6/30/2000
* DPL acquisition will operate under the Vectren brand
* Extends our Midwest presence and clearly signals our intent to be the
leading regional provider of energy products and services
<PAGE> 18
VECTREN CORPORATION
COMBINED TERRITORIES AND OVERVIEW
* Key Proforma Statistics:
- 966,000 Customers
- Through-put approximately 200 BCF
- Approximately $2.2 Billion assets
- $1.2 Billion revenues
- 18,900 miles of pipeline
- Nearly 2,000 employees
Combined Territorial map of Indiana and Ohio
<PAGE> 19
VECTREN CORPORATION
