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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 14, 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 14, 1999, Indiana Energy, Inc. and SIGCORP, Inc.
jointly signed an amendment to Agreement and Plan of Merger dated
as of June 11, 1999. Pursuant to General Instruction F to Form 8-
K, the First Amendment to the Agreement and Plan of Merger 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
2 Amendment No. 1 dated December 14, 1999, to the
Agreement and Plan of Merger dated as of June 11,
1999, among Indiana Energy, Inc., SIGCORP, Inc.
and Vectren Corporation
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 16, 1999
By: /s/ Carl L. Chapman
__________________________
Carl L. Chapman
Chief Financial Officer
By: /s/ Jerome A. Benkert
___________________________
Jerome A. Benkert
Vice President and
Controller
EXHIBIT LIST
Exhibit
Number Description Page
------- ------------ ----
2 Amendment No. 1 dated December
14, 1999 Agreement and Plan of
Merger dated as of June 11, 1999,
among Indiana Energy, Inc., SIGCORP,
Inc. and Vectren Corporation
AMENDMENT NO. 1 TO THE
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
INDIANA ENERGY, INC., SIGCORP, INC. AND VECTREN CORPORATION
Amendment No. 1 to the Agreement and Plan of Merger by and
among Indiana Energy, Inc. ("Indiana"), SIGCORP, Inc. ("SIGCORP")
and Vectren Corporation (the "Company") is entered into as of
December 14, 1999.
WHEREAS, Indiana, SIGCORP and the Company entered into an
Agreement and Plan of Merger ("Merger Agreement") dated as of June
11, 1999;
WHEREAS, Section 6.5 of the Merger Agreement provides that,
with certain exceptions not applicable, neither Indiana nor SIGCORP
would acquire the assets of any corporation or division of a
corporation;
WHEREAS, Section 9.4 of the Merger Agreement provides that the
Merger Agreement may be amended by the parties pursuant to action
of their respective Boards of Directors, at any time before or
after approval by the shareholders of Indiana or SIGCORP and prior
to the Effective Time;
WHEREAS, Indiana would like to acquire certain assets (the
"Business"); and
WHEREAS, the parties desire to amend the Merger Agreement to
permit the acquisition of the Business.
NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements contained in
the Merger Agreement, the parties hereto, intending to be legally
bound, hereby agree as follows:
Section 6.5 of the Merger Agreement is amended to read as
follows:
Except as set forth in Section 6.5 of the SIGCORP Disclosure
Schedule or the Indiana Disclosure Schedule, neither SIGCORP
nor Indiana shall, nor shall either permit any of its
subsidiaries to, acquire, or publicly propose to acquire, or
agree to acquire, by merger or consolidation, by purchase or
otherwise, an equity interest in or any assets of any business
of any corporation, partnership, association or other business
organization or division thereof, except for:
(a) the purchase of assets from suppliers or vendors in
the ordinary course of business and consistent with past
practice;
(b) acquisition by SIGCORP and its subsidiaries on the
one hand, and Indiana and its subsidiaries on the other,
within existing lines of business, of less than $5.0 million
in the aggregate; and
(c) the acquisition of certain assets by Indiana or any
of its subsidiaries as set forth in amended Section 6.5 of
Indiana's Disclosure Schedule.
IN WITNESS WHEREOF, Indiana, SIGCORP and the Company have
caused this Amendment No. 1 to the Merger Agreement to be signed by
their respective officers thereunder duly authorized as of the date
first written above.
INDIANA ENERGY, INC.
By: ______________________________
Niel C. Ellerbrook
President and Chief Executive
Officer
SIGCORP, INC.
By: _________________________________
Andrew E. Goebel
President and Chief Operating
Officer
VECTREN CORPORATION
By: _________________________________
Niel C. Ellerbrook
Chief Executive Officer
