Registration No: 333-
================================================================================
FORM S-8
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
incorporation or organization) Identification No.)
1630 North Meridian Street
Indianapolis, Indiana 46202
(Address of Principal Executive Offices) (Zip Code)
INDIANA ENERGY, INC. RETIREMENT SAVINGS PLAN
(Full title of the plan)
Niel C. Ellerbrook, President and Chief Executive Officer
Indiana Energy, Inc.
1630 North Meridian Street, Indianapolis, Indiana 46202
(Name and address of agent for service)
317/926-3351
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
maximum maximum
offering aggregate Amount of
Type of securities Amount to be price per offering registration
to be registered registered unit (1) price (1) fee
- --------------------------------------------------------------------------------
Common Stock, 1,000,000 $20.10 $20,100,000 $5,587.80
without par value shares (2)(3)
================================================================================
(1) Estimated solely for the purpose of calculating the registration fee and
based on average of the high and low sales prices per share of Common Stock
of Indiana Energy, Inc. on October 13, 1999, pursuant to Rule 457(h)(1) and
Rule 457(a)
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(3) Any additional shares of Common Stock to be issued as a result of stock
dividends, stock splits, or similar transactions shall be covered by this
Registration Statement as provided in Rule 416.
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(A) PROSPECTUS
The document(s) containing information specified by part I of this Form
S-8 Registration Statement (the "Registration Statement") will be sent or given
to participants in the Indiana Energy, Inc. Retirement Savings Plan, formerly
known as the Indiana Gas Company, Inc. Retirement Savings Plan (the "Plan"), as
specified in Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"1933 Act"). Such document(s) are not being filed with the Commission but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of part II hereof), a prospectus that
meets the requirements of Section 10(a) of the 1933 Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Indiana Energy, Inc. (the "Company") or the
Plan* pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are
incorporated by reference in this Registration Statement.
(a) Annual Report on Form 10-K of the Company for the year ended
September 30, 1998.
(b) Current Reports on Form 8-K of the Company dated October 9,
1998, October 12, 1998, October 30, 1998, January 27, 1999, April 22,
1999, April 30, 1999, June 11, 1999, June 14, 1999 and July 30, 1999.
(c) Quarterly Reports on Form 10-Q of the Company for the
quarters ended December 31, 1999, March 31, 1999, and June 30, 1999.
(d) Annual Report on Form 11-K of the Indiana Energy, Inc.
Retirement Savings Plan for the year ended December 31, 1998.
(e) The Company's definitive proxy statement, dated December 4,
1998, filed pursuant to Section 14 of the Exchange Act, in connection
with the annual meeting of its shareholders to be held January 27,
1999.
(f) The description of the Common Stock contained in Item 4 of
the Company's Registration Statement on Form 8-B dated February 28,
1986, and all amendments or reports filed for the purpose of updating
such description.
(g) The description of the Company's Rights To Purchase Common
Stock contained in the Company's Amendment on Form 8-A filed on June
17, 1996 to the Form 8 Registration Statement filed on August 4, 1986.
- -------------------
* The Indiana Gas Company, Inc. Retirement Savings Plan for Bargaining
Unit Employees was merged into the Plan effective October 1, 1994. The
merger did not involve any change in participant account balances or
the benefits with respect to either of the plans.
<PAGE>
(h) All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, as of the date of filing such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The following discussion of the indemnification provisions of the
Indiana Business Corporation Law (Indiana Code ss. 23-1-37) (the "IBCL"), which
applies to the Company, is a summary, is not meant to be complete, and is
qualified in its entirety by reference to the IBCL.
The IBCL 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 IBCL 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 IBCL 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 IBCL.
Section 8.08, Clause (b) of Article 8 of the Amended and Restated
Articles of Incorporation, as amended, of the Company provides as follows:
<PAGE>
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 two or more Directors who are
not at the time Parties; or (3) by written opinion of independent legal
<PAGE>
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 (the "Survivor"), such
that any person who is or was a Corporate Person of such a Constituent,
<PAGE>
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 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
EXHIBIT INDEX
Exhibit 3-A Amended and Restated Articles of Incorporation of Indiana
Energy, Inc. (the "Company") (incorporated by reference
to Exhibit 3-A to the Registrant's Quarterly Report on
Form 10-Q for the quarterly period ended December 31,
1997).
Exhibit 3-B Amended and Restated Code of By-Laws of the Company
(incorporated by reference from Exhibit 3-A to the
Company's Quarterly Report on Form 10-Q for the period
ended March 31, 1997).
Exhibit 4-A Specimen of the Company's Common Stock certificate
(incorporated by reference to Exhibit 4(c) to the
Company's Registration Statement on Form S-3
(Registration No. 33-61976) filed May 3, 1993).
Exhibit 4-B Amended and Restated Rights Agreement between Indiana
Energy and Continental Bank, N.A. (Now First Chicago
Trust Company of New York), as Rights Agent, including
form of Right Certificate, dated as of July 30, 1986, as
amended and restated as of December 8, 1989, and as
further amended and restated as of May 31, 1996
(incorporated by reference to Exhibit 1 to the Company's
Amendment to its Registration Statement on Form 8-A,
filed June 17, 1996).
<PAGE>
Exhibit 4-C Applicable provisions of Registrant's Amended and
Restated Articles of Incorporation (incorporated by
reference to Exhibit 3-A to the Registrant's Quarterly
Report on Form 10-Q for the quarterly period ended
December 31, 1997).
*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 Powers of Attorney executed by directors and officers on
whose behalf this registration statement was signed.
- -------------------------
* Filed Herewith.
** The Registrant undertakes that Registrant has submitted or will submit
the Plan and all amendments thereto to the Internal Revenue Service
("IRS") in a timely manner and has made all changes required by the IRS
in order to qualify the Plan.
Item 9. 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 hereof (or the most recent post-effective
amendment hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs 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 this
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.
(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 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 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 foregoing provisions, 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-8 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 October 15, 1999.
INDIANA ENERGY, INC.
By: /s/ Niel C. Ellerbrook
-----------------------------
Niel C. Ellerbrook, President
and Chief Executive Officer
Each person whose signature appears below authorizes Niel C. Ellerbrook
to file one or more amendments (including post-effective amendments) to the
registration statement, which amendments may make such changes in the
registration statement as he deems appropriate, and each such person hereby
appoints Niel C. Ellerbrook as attorney-in-fact to execute in the name and on
behalf of each person individually, and in each capacity stated below, any such
amendment to the registration statement.
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.
Signature Title Date
--------- ----- ----
(1) Principal Executive Officer
/s/ Niel C. Ellerbrook President and Chief October 15, 1999
- ----------------------------------- Executive Officer
Niel C. Ellerbrook
(2) Principal Financial Officer
/s/ Carl L. Chapman Senior Vice President October 15, 1999
- ----------------------------------- and Chief Financial
Carl L. Chapman Officer
(3) Principal Accounting Officer
/s/ Jerome A. Benkert Jr. Vice President and October 15, 1999
- ----------------------------------- Controller
Jerome A. Benkert Jr.
<PAGE>
(4) A Majority of the Board
of Directors
*Paul T. Baker Director
*Niel C. Ellerbrook Director
*Lawrence A. Ferger Director
*Anton H. George Director
*Don E. Marsh Director
*William G. Mays Director October 15, 1999
*J. Timothy McGinley Director
*Richard P. Rechter Director
*James C. Shook Director
*Jean L. Wojtowicz Director
*John E. Worthen Director
*By: /s/ Niel C. Ellerbrook
--------------------------------------
(Niel C. Ellerbrook, Attorney-in-Fact)
<PAGE>
INDIANA ENERGY, INC. RETIREMENT SAVINGS PLAN. Pursuant to the
requirements of the Securities Act of 1933, the Plan 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 October 15,
1999.
INDIANA ENERGY, INC.
RETIREMENT SAVINGS PLAN
By the Plan Administrator
/s/ Joseph E. Rosebrock
----------------------------
Joseph E. Rosebrock
EXHIBIT 5
October 15, 1999
Indiana Energy, Inc.
Indiana Gas Company, Inc.
Indiana Energy, Inc. Retirement
Savings Plan Administrator
1630 North Meridian Street
Indianapolis, Indiana 46202
To Whom it May Concern:
You have requested our opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") to be filed by Indiana
Energy, Inc. (the "Company") with the Securities and Exchange Commission,
relating to the registration of (1) up to 1,000,000 shares of the Common Stock,
without par value, of the Company (the "Common Stock") under the Indiana Energy,
Inc. Retirement Savings Plan, formerly known as the Indiana Gas Company, Inc.
Retirement Savings Plan (the "Plan"), as such Plan may be amended from time to
time, and (2) the interests in the Plan to be issued to those employees of
Indiana Gas Company, Inc., the Company, and their respective subsidiaries that
participate in the Plan (the "Interests"). In connection with your request, we
have made such examination of the corporate records and proceedings of the
Company and considered such questions of law and taken such further action as we
deemed necessary or appropriate to enable us to render this opinion.
Based upon such examination, we are of the opinion that when the
Interests have been issued as contemplated by the Plan and when the steps set
forth in the next paragraph have been taken, the Common Stock will be legally
issued, fully paid and nonassessable and the Interests will be legally issued;
provided, however, that in the event the Common Stock is issued directly by the
Company to the Plan (rather than purchased in the open market as presently
contemplated), such Common Stock will not be legally issued, fully paid, and
non-assessable until duly authorized, issued, and sold and the purchase thereof
paid, all as contemplated in the Plan.
The steps to be taken which are referred to in the preceding paragraph
consist of the following:
(1) Compliance with the Securities Act of 1933, as amended,
and with the securities laws of the State of Indiana, with respect to
such Plan and the issuance and sale of the Common Stock and the
issuance of the Interests thereunder; and
(2) Issuance and sale of the Common Stock and the issuance of
the Interests in accordance with the terms and conditions set forth in
such Plan and the Registration Statement, as amended from time to time.
<PAGE>
Indiana Energy, Inc.
Indiana Gas Company, Inc.
Indiana Energy, Inc. Retirement
Savings Plan Committee
October 15, 1999
Page 2
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, however, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the Rules and Regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/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 report dated October 30, 1998
included in the Annual Report on Form 10-K of Indiana Energy, Inc. for the year
ended September 30, 1998, and our report dated June 28, 1999, included in the
Annual Report on Form 11-K of the Indiana Energy, Inc. Retirement Savings Plan
for the year ended December 31, 1998.
/s/ Arthur Andersen LLP
Indianapolis, Indiana
October 15, 1999
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 for
the registration of Common Stock of the Company in connection with the Indiana
Energy, Inc. Retirement Savings Plan, does hereby appoint each of Niel C.
Ellerbrook and Carl L. Chapman 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 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 30th day of September, 1999.
/s/ Paul T. Baker /s/ J. Timothy McGinley
- ----------------------------- ---------------------------
Paul T. Baker J. Timothy McGinley
/s/ Niel C. Ellerbrook /s/ Richard P. Rechter
- ----------------------------- ---------------------------
Niel C. Ellerbrook Richard P. Rechter
/s/ Lawrence A. Ferger /s/ James C. Shook
- ----------------------------- ---------------------------
Lawrence A. Ferger James C. Shook
/s/ Anton H. George /s/ Jean L. Wojtowicz
- ----------------------------- ---------------------------
Anton H. George Jean L. Wojtowicz
/s/ Don E. Marsh /s/ John E. Worthen
- ----------------------------- ---------------------------
Don E. Marsh John E. Worthen
/s/ William G. Mays
- -----------------------------
William G. Mays
<PAGE>
STATE OF INDIANA )
) SS:
COUNTY OF MARION )
Before me, a notary public, in and for said County and State personally
appeared Paul T. Baker, Niel C. Ellerbrook, Lawrence A. Ferger, Anton H. George,
Don E. Marsh, William G. Mays, J. Timothy McGinley, Richard P. Rechter, James C.
Shook, Jean L. Wojtowicz, John E. Worthen, who executed the above and foregoing
Limited Power of Attorney on September 30, 1999.
Witness my hand and Notarial Seal this 30th day of September, 1999.
/s/ Bernadette Londini
------------------------------------
Notary Public
My Commission Expires: Bernadette Londini
------------------------------------
(printed)
October 10, 2007 Residing in Hendricks County
- ---------------------------
