Indiana Energy, Inc.
Inbound calls to 877-842-2413
QUESTIONS AND ANSWERS ABOUT THE MERGER
Q. What are the benefits of the merger?
A. It is believed that the merger will allow both
Indiana Energy and SIGCORP to realize important
benefits and increase shareholder value. The merger
should enable the combined companies to increase
profitability through increased market penetration,
cost savings, operational efficiencies, economies of
scale and other synergies.
Q. What is the special meeting about?
A. The meeting is to consider and vote upon a proposal
to approve and adopt an Agreement and Plan of Merger
among Indiana Energy, SIGCORP, Inc. and Vectren
Corporation, each an Indiana corporation, and the
transactions contemplated by the merger agreement. The
merger agreement provides for the merger of each of
Indiana Energy and SIGCORP into Vectren, (all as
described in the Joint Proxy Statement / Prospectus),
and provides for the Indiana Energy common shares and
SIGCORP common shares to be converted into the right to
receive Vectren common stock.
Q. What is the "Exchange Ratio"?
A. For each share of Indiana Energy common stock you
own, you will receive one share of Vectren common
stock. Each SIGCORP common share will be converted into
the right to receive 1.333 Vectren common stock shares.
Q. What are the tax consequenses of the merger?
A. Neither Indiana Energy nor SIGCORP will recognize
gain or loss as a result of the merger. Indiana Energy
and SIGCORP shareholders who receive Vectren common
shares in the merger will not recognize gain or loss as
a result of the merger (except with respect to any cash
received in lieu of any fractional shares). (See page
#4 for more details).
Q. What happens to my future dividends?.
A. After giving effect to the Indiana Energy Ratio and
the SIGCORP Ratio we expect the amounts received as
dividends by the Vectren shareholders after the
completion of the merger will be similar to the amounts
received prior to the merger. (See page #4 for more
details).
Q. Am I entitled to Dissenters' Rights?
A. Neither Indiana Energy nor SIGCORP shareholders have
dissenters' rights with respect to the merger.
Q. What do I need to do now?
A. After you read and consider carefully the
information contained in the proxy statement, please
fill out and sign your proxy card. You should mail your
completed and signed proxy card in the enclosed postage
paid envelope as soon as possible so that your shares
will be represented at the special meeting.
Q. If my shares are held in "street name" by my broker,
will my broker vote my shares for me?
A. Your broker will vote your shares only if you
provide instructions on how to vote. You should follow
the directions provided by your broker regarding how to
instruct your broker to vote your shares. If you do not
return your proxy or if your broker does not properly
vote your shares, your shares will not be voted on the
proposed merger, which will have the same effect as
voting against the proposed merger.
Q. Can I change my vote after I have mailed my signed
proxy card?
A. Yes. You can change your vote in one of the
following ways at any time before your proxy is voted
at the special meeting. First, you can revoke your
proxy by written notice. Second, you can submit a new,
later dated proxy card. Third, you can attend the
special meeting and vote in person. Simply attending
the meeting, however, will not revoke your proxy. If
you have instructed a broker to vote your shares, you
must follow directions received from your broker to
change your vote.
Q. What will happen if I don't vote?
A. If you do not vote, it is, in effect, a vote against
the merger. Abstentions are also considered votes
against the merger. If you sign and return your proxy
card without marking your choice, your shares will be
voted for the merger.
Q. When will the merger take effect?
A. We are working towards completing the merger as
quickly as possible. In addition to your approval, we
must also obtain regulatory approvals. We hope to
complete the merger before March 31, 2000.
