SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SIGCORP, Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
454758
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(CUSIP Number)
Anthony E. Ard, Senior Vice President and Secretary,
c/o Indiana Energy, Inc., 1630 N. Meridian Street,
Indianapolis, Indiana 46202
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(Name, Address and Telephone Number of Person Authorized
to Receive Notice and Communications)
June 11, 1999
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(Date of Event which Requires Filing of this Statement)
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).
SCHEDULE 13D
CUSIP No. 454758 Page 2 of 4 pages
1. NAMES OF REPORTING PERSONS
Indiana Energy, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
35-1654378
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 7. SOLE VOTING POWER
SHARES 4,702,483
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH ___________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 4,702,483
WITH 10. ___________________
________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,702,483
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
Item 5. Interest in Securities of the Issuer.
A total of 4,702,483 shares of SIGCORP Common Stock are
subject to the SIGCORP Option Agreement, representing 16.6% of the
outstanding shares of SIGCORP Common Stock calculated in accordance
with Rule 13d-3 under the Securities Exchange Act of 1934. Neither
IEI nor any of its executive officers or directors has effected any
transactions in SIGCORP Common Stock within the last sixty days.
Except as set forth on Schedule A, neither IEI nor any of its
executive officers or directors is the beneficial owner of any
other shares of SIGCORP Common Stock.
IEI may be deemed, as a result of the SIGCORP Option
Agreement, to have the sole power to vote or direct the vote of
4,702,483 shares of SIGCORP Common Stock, and the sole power to
dispose of or to direct the disposition of 4,702,483 shares of
SIGCORP Common Stock.
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.
INDIANA ENERGY, INC.
By: /S/ Niel C. Ellerbrook
--------------------------
Niel C. Ellerbrook
President and Chief
Executive Officer
DATE: June 19, 1999
SCHEDULE A
EXECUTIVE OFFICERS OF INDIANA ENERGY, INC.
Number of
Shares of Percentage
SIGCORP Common of
Stock Benefic- Outstanding
Name Title ially Owned Shares
---------------- ------------------ ---------------- ----------
Niel C. Ellerbrook President and Chief
Executive Officer 0 shares
Anthony E. Ard Senior Vice President
and Secretary 0 shares
Carl L. Chapman Senior Vice President
and Chief Financial
Officer 0 shares
Jerome A. Benkert, Jr. Vice President and
Controller 0 shares
Steven M. Schein Vice President and
Treasurer 0 shares
Jerrold L. Ulrey Vice President -
Corporate Development 0 shares
Robert E. Heidorn Assistant Secretary and
Deputy General Counsel 0 shares
Jeffery W. Whiteside Assistant Treasurer 0 shares
DIRECTORS OF INDIANA ENERGY, INC.
Paul T. Baker 0 shares
William G. Mays 0 shares
J. Timothy McGinley 0 shares
Niel C. Ellerbrook 0 shares
Richard P. Rechter 0 shares
L. A. Ferger 0 shares
James C. Shook 0 shares
Otto N. Frenzel III 9,000 shares 1 *
Jean L. Wojtowicz 0 shares
Anton H. George 1,123,658 shares 2 4.76%
John E. Worthen 0 shares
Don E. Marsh 0 shares
*less than one percent
__________________
1 Represents shares held by a charitable remainder trust,
with respect to which Mr. Frenzel may have the power to
vote and the power to dispose.
2 Mr. George is a director, officer or similar official of
various entities that beneficially own, directly or indirectly,
an aggregate of 1,123,658 shares of SIGCORP, Inc. common stock.
Because of his positions with these entities, Mr. George
may be deemed to share voting and investment power
with respect to the SIGCORP, Inc. shares owned by these
entities. Mr. George disclaims beneficial ownership with
respect to all of the shares owned by these entities.
