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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 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
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Item 5. Other Events.
On December 15, 1999, Indiana Energy, Inc., Dayton Power and Light
Company jointly announced the signing of an Asset Pursuant Agreement.
On December 15 at 10:00 a.m. (EST) an Analyst Call was held. Pursuant
to General Instruction F to Form 8-K, the Analyst Call Script for the
telephone conference is 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
99.1 Analyst Call Script for telephone conference held
December 15, 1999 at 10:00 a.m. (EST)
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: /s/ Carl L. Chapman
__________________________
Carl L. Chapman
Chief Financial Officer
By: /s/ Jerome A. Benkert
___________________________
Jerome A. Benkert
Vice President and Controller
THE INDIANA ENERGY -- ANALYST TELECONFERENCE
OPERATOR
Good morning, everyone, and welcome to the Indiana Energy analyst
conference call. This call is being recorded and is copyrighted
material. Therefore, please note that it cannot be recorded,
transcribed, or rebroadcast without the Company' permission.
Your participation implies consent to our recording this call.
If you do not agree to these terms, simply drop off the line.
Now I would like to turn the call over to Jeff Whiteside the
director of investor relations. Please go ahead, sir.
JEFF WHITESIDE
Thank you, and good morning. As the operator mentioned, I'm
Jeff Whiteside. We're pleased that you could join the Indiana
Energy teleconference this morning.
Joining me this morning are Niel Ellerbrook, President and CEO
and Carl Chapman, Senior Vice President and CFO both from the
Indiana Energy team. Also joining us is Andy Goebel, President
and COO of SIGCORP. You of course know that Indiana Energy and
SIGCORP have previously announced a merger of equals to form
Vectren Corporation. Andy will add his remarks about the DPL
transaction from SIGCORP's point of view.
Also joining us today are Jerry Benkert, Vice President and
Controller; Ron Christian, Vice President and General Counsel,
and Steve Schein, Vice President and Treasurer.
As usual, we'll allow time at the conclusion of our remarks for
questions and answers.
Today, we're going to be discussing certain subjects, including
subjects pertaining to this transaction and our growth strategy
that may contain forward-looking statements. I would caution you
that actual results could differ materially from those that we
will be projecting in our discussions. Additional detailed
information concerning a number of factors that could cause
actual results to differ materially from the information that's
provided to you is readily available in our report on Form 8-K,
filed with the Securities and Exchange Commission on August 11,
1997, and was most recently restated in our report on Form 10-Q,
filed with the Securities and Exchange Commission on August 12,
1999.
And with that, I'll ask Niel to begin his remarks.
NIEL ELLERBROOK
Thank you Jeff and good morning, everyone.
Today, Indiana Energy announced that our board of directors has
approved a definitive agreement under which Indiana Energy will
acquire DPL's natural gas distribution business for $425 million
in cash.
The acquisition of DPL's natural gas distribution business will
add nearly 305,000 residential, commercial, industrial, and
government customers to Indiana Energy's existing base of over
500,000 customers. In combination with our pending merger with
SIGCORP to create Vectren Corporation, we will be serving nearly
1 million utility customers in Indiana and Ohio. With these
properties being located adjacent to Indiana Energy's existing
service area, this transaction is a particularly logical
extension of our strategy to grow our distribution operations
taking advantage of our existing expertise while allowing costs
to be spread over a larger base.
DPL's regulated business includes 5,000 miles of pipeline in 16
West-Central Ohio counties that are located contiguous to IEI's
existing 11,000 miles of pipeline.
We will take great care to ensure a very smooth transition in the
operations of the business. No significant reduction in total
headcount is anticipated and we'll employ a number of current
arrangements with DPL's electric business such as contracted
joint meter reading and call center support to maintain stability
and low costs up to a three year transition period. The acquired
natural gas distribution business will operate under the Vectren
brand and will continue to be based in Dayton, Ohio.
We also believe that the addition of this market area will permit
us to grow IEI's non-regulated business in the areas of customer
contacts, gas supply and utility services.
In addition, SIGCORP also has other non-regulated investments
that when deployed in DPL's service area could present
interesting and inviting possibilities. Through SIGECOM, SIGCORP
has brought a fiber-optic based integrated communication system
that offers leading edge telecommunications services to greater
Evansville. The Dayton area may provide an opportunity for
deployment of a similar fiber optic system.
We believe there is also value and a strategic advantage related
to DPL's gas supply. DPL currently meets its gas service
requirements through a combination of natural gas purchase
contracts with producers and marketers, storage and
transportation services from pipeline companies, and its owned
propane facilities. In addition, DPL presently has six
interstate pipeline connections and indirect access to two
additional pipelines. We believe these pipeline interconnects
are truly strategic and will allow for maximum supply flexibility
for our distribution companies and energy marketers.
Finally, this acquisition allows the continued deployment of core
competencies that we have utilized to create non-regulated
businesses and revenue streams serving primarily utilities.
Businesses such as Reliant Services, a regional underground
utility plant locating, meter reading and construction business,
CIGMA, a regional supplier of material and integrated supply
solutions, and IEI Financial Services, a third party collection
agency that also provides financial services. All should have
improved opportunities for growth as a result of this
transaction.
Although we are in the midst of the merger of Indiana Energy and
SIGCORP to create Vectren Corporation, given the adjacency of
these assets to our service territory, we concluded that this
opportunity could not be ignored as it continues our regional
expansion.
Now I would like to ask Carl Chapman to provide some additional
detail regarding the transaction. Carl.
CARL CHAPMAN
Thanks Niel, and good morning.
First, let me share a few thoughts on some of the valuation
metrics we looked at and why we believe this transaction is a
good deal from our point of view. The purchase price of $1400
per customer compares very favorably to recent transactions that
have a range of $1500 to $3800 per customer.
Further, if you assume a stand alone LDC with a 55% common equity
ratio, the purchase price equates to about a 237% market to book
equity value ratio and a 20 x price earnings multiple. These
metrics compare to averages of 261% and 24 x for deals over the
last year. Remember also that as an asset purchase we expect
virtually the entire purchase price to be tax deductible in some
form. Merrill Lynch has provided a fairness opinion to Indiana
Energy.
Revenues for DPL's natural gas distribution business were $215
million for the 12 months ended September 30, 1999 on throughput
of 55 BCF during a period when weather was 91% of normal. We
would expect throughput of about 60 Bcf in a normal weather year.
The acquisition will 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.
We plan to finance the purchase initially with a bank credit
facility, which will be replaced over time with permanent
financing. While the level of debt added may impact the credit
ratings of the holding company, we will continue to focus on a
capital structure which permits financial flexibility and access
to capital markets at reasonable costs.
The transaction is conditioned, among other things, upon the
approval of the Public Utility Commission of Ohio. We will
continue emphasis on the competitive prices DPL's customers have
historically enjoyed and therefore believe along with our Ohio
regulatory counsel the PUC will be supportive of the transaction.
Other required regulatory actions will include a Hart- Scott-
Rodino notification and a filing with the SEC regarding an
exemption under the public utility holding company act. Although
we can provide no assurance, the companies hope that regulatory
approvals can be obtained and closing can occur by June 30th.
Shareholder approval is not required by either Indiana Energy or
DPL to complete the transaction.
I would now like to ask Andy Goebel to make some remarks about
the transaction from SIGCORP's point of view. Andy.
ANDY GOEBEL
Thanks Carl.
Good morning. As you might imagine, SIGCORP is also very excited
about this transaction. Our Board of Directors unanimously and
enthusiastically approved the amendment to the Vectren definitive
agreement to endorse this DPL transaction. Our conclusion is
that like our pending merger with IEI to form Vectren, the
acquisition of DPL's gas business is a deal that simply makes
good sense. It capitalizes on our strong core competencies that
both Indiana Gas and SIGECO have on the regulated side of the
business and will allow us to also capitalize on the prospects
that Niel mentioned for the Vectren non-regulated businesses in
the areas of customer contacts, gas supply and utility services.
Finally, the transaction is another step in carrying out our
shared vision to make Vectren the leading provider of energy
products and services in the region.
I believe Niel has a few closing comments. Niel.
NIEL ELLERBROOK
Thanks Andy.
With respect to our merger with SIGCORP to form Vectren, the
various approval and review processes continue on track. Special
shareholders' meetings will take place this Friday at both
Indiana Energy and SIGCORP. The shareholders' vote is going well
as 95% of all votes received to date have been in favor of the
Vectren transaction.
The Vectren transaction does not require Indiana Utility
Regulatory Commission approval. Notwithstanding this, the merger
partners concluded that it was sensible to provide the IURC with
a forum to review and consider the effect of the merger on
Indiana Gas Company and Southern Indiana Gas and Electric
Company, which is SIGCORP's public utility subsidiary.
Currently, we have pending a request for the IURC to review and
comment on the merger's public interest benefits. The hearing is
set for February 2nd. We continue to be engaged in discussions
with the Indiana Utility Consumer Counselor's Office in an effort
to resolve the merger proceedings in a cooperative manner, and we
are very hopeful that agreement can be reached before the
hearing.
While IURC approval is not required, FERC approval is required.
There are obviously no guarantees, but we are optimistic that as
a result of being on the FERC agenda later today, approval may be
forthcoming shortly.
Regarding our Hart-Scott-Rodino Act notification made to the DOJ
and the FTC, we certified our compliance on November 24. It is
our understanding that as a practical matter, HSR reviews of this
type often track the timing of the FERC's decision on the merger,
so if we receive approval from FERC this week, any issues
relating to the HSR filing should be resolved soon. We expect to
bring this process to closure in January.
We filed with the SEC requesting that Vectren be determined to be
an exempt holding company for purposes of the Public Utility
Holding Company Act. Based upon our understanding of recent SEC
action in this area, we do not anticipate any issues in this
proceeding and would anticipate receiving approval sometime in
late January.
The Vectren transaction is expected to close in the first
calendar quarter of 2000 and will precede the closing of the DPL
acquisition.
DPL's gas operations, together with our announced merger with
SIGCORP, will enable our combined company, Vectren, to provide
energy-related products and services to nearly one million
customers in the Midwest. By spreading our fixed costs over a
greater number of customers we will improve our competitive
position and continue to move toward our goal of becoming the
leading regional provider of energy products and services.
We believe that the steps we are taking will enable Indiana
Energy and Vectren--to embrace the challenges of our changing
industry and to seize the opportunities those changes create.
I want to emphasize that as we reported in our November
conference call, we are still on track to deliver 10% average
annual earnings per share growth.
Now, Operator, we would be pleased to respond to questions.
JEFF WHITESIDE
Thank you for joining us today to learn more about this
acquisition. Should you have additional questions regarding the
transaction, please call us. Have a great holiday season.
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