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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)
June 14, 1999
INDIANA ENERGY, INC.
(Exact name of registrant as specified in its charter)
Indiana 01-9091 35-1654378
(State of incorporation)(Commission File Number)(I.R.S. Employer
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 June 14, 1999, Indiana Energy, Inc. and SIGCORP, Inc. jointly
announced the signing of an Agreement and Plan of Merger. Pursuant to
General Instruction F to Form 8-K, the Analyst Call Script for telephone
conference held June 14, 1999 at 9:30 a.m. (EST) 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 June
14, 1999 at 9:30 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: June 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
Analyst call
operator introduction script
Good morning everyone, and welcome to the Indiana Energy and
SIGCORP analyst teleconference call.
This call is intended for investors and analysts only. If
there are any members of the press on this call, we ask that you
please disconnect now. This call is being recorded.
With us today, we have Niel Ellerbrook, President and CEO of
Indiana Energy, and Andrew Gaybel, President and COO of SIGCORP,
Jeff Whiteside, Director of Investor Relations and Corporate
Communications for Indiana Energy, and Tim Burke, Secretary and
Treasurer of SIGCORP.
Time permitting, we will be taking questions you may place
yourself in the queue simply by pressing the digit 1 followed by
the 4 on your touch-tone telephone. If your question has already
been answered, you can remove yourself from the queue by pressing
the # sign on your telephone.
Now, I would like to turn the call over to Mr. Whiteside.
Please go ahead sir . . .
ANALYST TELECONFERENCE SCRIPT
JEFF
Good morning everyone, and thank you for joining us this
morning. With me today are Niel Ellerbrook, President and CEO of
Indiana Energy, Andy Gaybel, president and chief operating officer
of SIGCORP, and Tim Burke, Secretary and Treasurer for SIGCORP.
Before we get started, let me advise you that this conference
call will contain certain statements about future business
operations, financial performance and other issues which are
forward looking. Actual results could differ materially from those
that will be 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. and SIGCORP, Inc. with the SEC.
With that, I will ask Niel to begin his remarks.
NIEL
Thanks, Jeff.
We're delighted to have this opportunity to talk to you today
about the merger of equals Indiana Energy and SIGCORP announced
this morning. Our combination creates a new holding company, to be
named Vectren Corporation, with a total enterprise value of $1.9
billion.
Let me explain why I believe that our companies are an ideal
fit and then Andy will share his thoughts on today's announcement.
I'll begin by noting that this merger combines two similar
companies. SIGCORP and Indiana Energy have each pursued similar
strategies. We both have strong balance sheets, low-cost
operations, growing service areas, diversified product portfolios,
and track records of delivering superior shareholder value.
Not a bad place to start.
SIGCORP and Indiana Energy each boast an entrepreneurial
culture, an outstanding work force, firm Indiana roots, and a drive
to aggressively pursue the opportunities presented by the
converging energy industry. Through its utility subsidiaries,
Vectren will offer gas and/or electricity to 650,000 customers in
adjoining service areas that cover nearly two-thirds of Indiana.
When combined, our asset mix will be split evenly between gas
and electric, positioning Vectren to deliver energy in whatever
form our customers need while at the same time balancing our
earnings. Vectren will offer superior customer service and some of
the most competitive energy prices in the country.
Vectren's non-utility subsidiaries will offer energy-related
products and services, fiber-optic based telecommunication
services, materials management, locating and trenching services and
energy marketing to customers throughout the surrounding region.
We will be able to cross-sell a greater array of products and
services to our existing and future customer base and to make the
investment in technology that will be necessary to succeed in an
increasingly competitive environment.
Our goals for the combined company are clear. We expect to
grow earnings per share on average by 10% a year and for earnings
from non-regulated operations to contribute over 25% of the
consolidated total by 2003. We also expect to continue each
company's long track record of increasing dividends.
Following the merger, I will be chairman and chief executive
officer of Vectren and Andy Gaybel will be president and chief
operating officer. Indiana Energy's chairman, Larry Ferger, and
SIGCORP's chairman and CEO, Ron Reherman, both will retire although
they will continue to serve on the board of directors of the new
company which will consist of 16 directors, eight from each
company.
It's no secret that the energy industry is converging;
successful participants are going to have to offer customers a
broad array of products and services. Both SIGCORP and Indiana
Energy recognize this, and today's announcement marks definitive
action toward working together to capture growth opportunities in
both our regulated and non-regulated businesses, thereby creating
greater value for our shareholders. Now, let me introduce Andy
Gaybel. Andy?
ANDREW
Thank you, Niel. We at SIGCORP are equally excited about
today's announcement. We have known Indiana Energy for years and,
in fact, we are partners in Energy Systems Group, a joint venture
formed in 1997 that provides energy-related performance contracting
services.
Simply put, this combination makes sense. It's a marriage of
strengths. SIGCORP has the lowest average retail electric rate in
the state and each of us has among the lowest gas rates.
Furthermore, over the last several years, our customer growth rates
have exceeded the national average.
Now, I'd like to take a moment to review some of the terms of
the merger.
First and foremost, this is truly a merger of equals.
Under the agreement, SIGCORP shareholders will receive one and
one-third shares of Vectren common stock for each share of SIGCORP
and Indiana Energy shareholders will receive one share of Vectren
common stock for each share of Indiana Energy they hold. The
transaction is expected to be tax-free to shareholders and to be
accounted for as a pooling of interests.
We anticipate that the dividend, on an equivalent share basis,
would be set at or above the current dividend levels at both
companies.
We expect to realize net merger savings of nearly $200 million
over ten years from the elimination of duplicate corporate and
administrative programs and greater efficiencies in operations,
business processes and purchasing. Position reductions due to the
merger are expected to be less than 7% of the consolidated
workforce, or about 120 positions out of a total workforce of
approximately 1,850.
The transaction is anticipated to be immediately accretive,
excluding one-time changes related to combining the companies.
Indiana Energy's and SIGCORP's utility companies will remain
separate subsidiaries of Vectren and will continue to operate under
the names Indiana Gas Company and SIGECO.
The corporate headquarters of Vectren will be in Evansville,
Indiana. Indiana Gas Company and SIGECO will continue to be
headquartered in Indianapolis and Evansville, Indiana,
respectively.
The merger is conditioned, among other things, upon the
approvals of the shareholders of each company and customary
regulatory approvals. We anticipate that the regulatory processes
can be completed in six to nine months.
In summary, we intend to be a focused, high-quality, high-service
regional player in our regulated businesses and to seek and develop
new revenue opportunities in non-regulated businesses.
NIEL
Thank you, Andy. And now, we would be pleased to take your
questions.
