_________________________________________________________________
_________________________________________________________________
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 15, 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
______________________________________________________________________
______________________________________________________________________
Item 5. Other Events.
On December 15, 1999, Indiana Energy, Inc. and Dayton Power and
Light Company jointly announced the signing of an Asset Purchase
Agreement. Pursuant to General Instruction F to Form 8-K, the press
release dated December 15, 1999, is attached as Exhibit 99.1.
Item 7. Exhibits.
(c) Exhibit.
The following exhibit is filed as a part of this report:
Exhibit
Number Description
99.1 Press release dated December 15, 1999
announcing Asset Purchase Agreement among
Indiana Energy, Inc., Dayton Power and Light
Company
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 15, 1999
By: __________________________
Carl L. Chapman
Chief Financial Officer
By: ___________________________
Jerome A. Benkert
Vice President and
Controller
EXHIBIT LIST
Exhibit
No. Document Page
- ------- ---------------------------------- ----
99.1 Press release dated December 15, 1999
announcing Asset Purchase Agreement amoung
Indiana Energy, Inc., Dayton Power and
Light Company
<PAGE> 1
Contact:
Jeffrey W. Whiteside
Assistant Treasurer,Director
of Investor Relations and
Corporate Communications
(317) 321-0588
FOR IMMEDIATE RELEASE [email protected]
INDIANA ENERGY TO ACQUIRE
DPL's NATURAL GAS DISTRIBUTION BUSINESS
Indianapolis, IN--(December 15, 1999)--Indiana Energy [NYSE:
IEI] today announced that its board of directors has approved a
definitive agreement under which Indiana Energy will acquire
DPL Inc.'s ("DPL") [NYSE: DPL] natural gas distribution business
for $425 million in cash. This acquisition of assets is expected
to be accounted for as a purchase and is anticipated to be
slightly accretive to earnings in the first full year after
closing, excluding one-time charges related to the transaction.
The acquisition of DPL's natural gas distribution business will
add approximately 305,000 residential, commercial, industrial,
and government customers to Indiana Energy's existing customer
base of nearly 508,000 customers and 5,000 miles to Indiana
Energy's existing 11,000 miles of pipeline. The service area of
DPL's natural gas business is contiguous to Indiana Energy's
distribution system in East Central Indiana and includes 16
counties in West Central Ohio. Revenues for DPL's natural gas
distribution business for the twelve months ended September 30,
1999, were $215 million, reflecting weather during the period
that was 91 percent of normal.
On June 14, 1999, Indiana Energy and SIGCORP, Inc., a diversified
energy company that provides gas and electric service to
approximately 150,000 customers in Southwest Indiana, announced
their agreement to merge in a $1.9 billion merger of equals.
When the merger of Indiana Energy and SIGCORP is completed, the
companies will form a new holding company which will be named
Vectren Corporation. Niel C. Ellerbrook, currently the president
and chief executive officer of Indiana Energy will become the
chairman and chief executive officer of Vectren. The transaction
is expected to close in the first calendar quarter of 2000, prior
to the acquisition of DPL's natural gas distribution business.
DPL's natural gas distribution business will operate under the
Vectren brand and will continue to be based in Dayton, Ohio.
Mr. Ellerbrook said, "The acquisition of DPL's natural gas
distribution business, together with our pending merger with
SIGCORP, will enable Vectren to provide energy-related products
and services to nearly one million customers in the Midwest. We
believe that our substantial customer base will move us toward
our goal of becoming the leading regional provider of energy
products and services. With our neighboring service territories,
DPL's natural gas distribution business is a logical extension of
Indiana Energy's distribution operations. Increased competition
is transforming the energy industry, and we believe that the
steps we are taking will enable us to embrace the challenges of
our changing industry and to seize the opportunities those
changes create."
-more-
<PAGE> 2
"West Central Ohio consumers are accustomed to receiving the
highest quality of energy service. For this reason, we looked
for a buyer that maintains the same high standards as DPL.
Indiana Energy is that type of company," stated Mr. Allen M.
Hill, president and chief executive officer of DPL. "They have a
strong history and commitment to customer satisfaction and the
communities they serve and fair treatment of their employees. We
are confident that they will bring this same commitment to West
Central Ohio as they nurture and grow this natural gas retail
distribution business," added Mr. Hill.
Mr. Ellerbrook continued, "DPL's natural gas distribution
business has a talented group of employees and we look forward to
having them join our team. Indiana Energy and SIGCORP have proud
histories of community involvement and we look forward to
continuing those traditions in Ohio."
Initially, the acquisition is expected to be financed with a bank
credit facility, to be replaced over time with permanent
financing.
The transaction is conditioned upon, among other things, the
approval of the Public Utilities Commission of Ohio, the
Securities and Exchange Commission under the Public Utility
Holding Company Act, and other regulatory approvals. The Company
can provide no assurances with respect to the success or timing
of the regulatory proceedings. Shareholder approval by either
Indiana Energy or DPL is not required to complete the
transaction. Indiana Energy hopes to complete the transaction by
the end of the second quarter of 2000.
Merrill Lynch & Co. acted as financial advisor and provided a
fairness opinion to Indiana Energy.
Indiana Energy, Inc. is the holding company of Indiana Gas
Company, Inc., IEI Services, LLC and IEI Investments, Inc.
Indiana Gas provides natural gas distribution to nearly 508,000
customers in central Indiana. Information about Indiana Energy,
Inc. is located on the World Wide Web at http://www.indiana-
energy.com.
This press release contains certain statements about future
business operations, financial performance and other issues which
are forward looking. Actual results could differ materially from
those that have been projected. Additional detailed information
concerning a number of factors that could cause actual results to
differ materially from the information that has been provided
will be readily available on the forms 8K to be filed by Indiana
Energy, Inc. with the SEC.
Note to Editors: Today's news release, along with other news
about Indiana Energy, is available on the Internet at
http://www.indiana-energy.com.
# # #
