SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
SIGCORP, Inc.
_________________________________________________________________
(Name of Issuer)
Common Stock, no par value
_________________________________________________________________
(Title of Class of Securities)
454758
_________________________________________________________________
(CUSIP Number)
Anthony E. Ard, Senior Vice President and Secretary,
c/o Indiana Energy, Inc., 1630 N. Meridian Street,
Indianapolis, Indiana 46202
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications)
June 11, 1999
_________________________________________________________________
(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 7 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. SHARED DISPOSITIVE POWER
_______________ _________________
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 1. Security and Issuer
This statement relates to the common stock, no par value
("SIGCORP Common Stock") of SIGCORP, Inc., an Indiana corporation
("SIGCORP"). The address of SIGCORP'S principal executive office
is:
SIGCORP, Inc.
20 N.W. Fourth Street
Evansville, Indiana 47741-0001
Item 2. Identity and Background
The name of the person filing this statement is Indiana
Energy, Inc., an Indiana corporation ("IEI"). IEI is a holding
company with subsidiaries and affiliates engaged in natural gas
distribution, gas portfolio administrative services and marketing
of natural gas, electric power and related services. Its principal
executive office and principal business address is:
Indiana Energy, Inc.
1630 N. Meridian Street
Indianapolis, Indiana 46202
During the last five years neither IEI nor any of its
executive officers and directors listed on Schedule A of this
statement (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) has
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding
is or was subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On June 11, 1999, IEI, SIGCORP and Vectren Corporation, an
Indiana corporation ("Vectren") executed an Agreement and Plan of
Merger (the "Merger Agreement"). The Merger Agreement provides for
the merger (the "Merger") of each of IEI and SIGCORP with and into
Vectren. At the closing of the Merger, each of the outstanding
shares of the common stock, no par value, of IEI ("IEI Common
Stock") will be converted into one share of the common stock, no
par value, of Vectren ("Vectren Common Stock"), and each share of
the SIGCORP Common Stock will be converted into 1.3 shares of
Vectren Common Stock.
Concurrently and in connection with the execution of the
Merger Agreement, IEI and SIGCORP entered into two option
agreements (the "Option Agreements") The first, entitled "SIGCORP,
Inc. Stock Option Agreement," (the "SIGCORP Option Agreement")
grants an option to IEI (the "SIGCORP Option") to purchase a number
of shares of SIGCORP Common Stock equal to 19.9% of the number of
shares of SIGCORP Common Stock outstanding as of June 11, 1999.
The SIGCORP Option Agreement provides for an exercise price of
$29.70 per share of SIGCORP Common Stock. The second, entitled
"Indiana Energy, Inc. Stock Option Agreement" (the "IEI Option
Agreement") grants an option to SIGCORP (the "IEI Option") to
purchase a number of shares of IEI Common Stock, equal to 19.9% of
the number of shares of IEI Common Stock outstanding as of June 11,
1999. The IEI Option Agreement provides for an exercise price of
$22.27 per share of IEI Common Stock. IEI paid no consideration in
connection with the Option Agreements other than the execution of
the Merger Agreement. No funds were used.
Item 4. Purpose of Transaction
The purpose of the Option Agreements was to induce IEI's
execution of the Merger Agreement and increase the likelihood of
consummation of the Merger. The Merger will result in the
delisting of IEI Common Stock and SIGCORP Common Stock from the New
York Stock Exchange.
At the effective time of the Merger, the Board of Directors of
Vectren will consist of eight persons designated by IEI and eight
persons designated by SIGCORP prior to the effective time of the
Merger.
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.
Item 6. Contracts, Arrangements, Understanding or Relationships
with Respect to Securities of the Issuer.
On June 11, 1999, IEI, SIGCORP and Vectren executed the Merger
Agreement. The Merger Agreement provides for the merger of each of
IEI and SIGCORP with and into Vectren.
Concurrently and in connection with the execution of the
Merger Agreement, IEI and SIGCORP entered into the Option
Agreements. The SIGCORP Option Agreement grants the SIGCORP Option
to IEI. The SIGCORP Option Agreement provides for an exercise
price of $29.70 per share of SIGCORP Common Stock. The IEI Option
Agreement grants the IEI Option to SIGCORP. The IEI Option
Agreement provides for an exercise price of $22.27 per share of IEI
Common Stock.
The SIGCORP Option may be exercised by IEI at any time after
the Merger Agreement becomes terminable by IEI as a result of: (i)
a material breach of any material representation or warranty or any
material breach of any covenant or agreement of SIGCORP under the
Merger Agreement; or (ii) any one of the following reasons,
including: the expiration of the Merger Agreement; receipt by IEI
of a competing bid which the IEI board determines must, in the
exercise of their fiduciary duties, be accepted; failure to obtain
shareholder approval of the Merger; withdrawal or modification of
the SIGCORP board's recommendation that the shareholders of
SIGCORP approve the Merger; the acquisition by a third party of
more than 25% of the voting power of SIGCORP; or failure by SIGCORP
to approve a replacement chief executive officer of Vectren
selected by IEI if the chief executive officer contemplated by the
Merger Agreement is unable or unwilling to serve, provided that in
each case, SIGCORP fails to reject a third party tender or
exchange offer (clauses (i) and (ii) are each referred to herein as
a "Trigger Event.") The SIGCORP Option terminates upon the earlier
of: (i) the effective time of the Merger; (ii) the termination of
the Merger Agreement in accordance with its terms other than upon
or during the continuance of a Trigger Event; or (iii) 180 days
following the termination of the Merger Agreement upon or during
the continuance of a Trigger Event (or if the SIGCORP Option cannot
be exercised at the end of the 180-day period due to legal action,
until ten business days after the impediment is removed, but in no
event later than June 11, 2002).
The terms of IEI Option Agreement are identical to those of
the SIGCORP Option Agreement, other than reversal of the roles of
the parties.
Item 7. Material to be Filed as Exhibits
The following exhibits are incorporated in this statement by
reference:
1. Agreement and Plan of Merger dated June 11, 1999,
among IEI, SIGCORP and Vectren (incorporated by reference to
Exhibit 2 to IEI's Current Report on Form 8-K filed June 15,
1999).
2. Indiana Energy, Inc. Stock Option Agreement dated as
of June 11, 1999 (incorporated by reference to Exhibit 4.1 to
IEI's Current Report on Form 8-K filed June 15, 1999).
3. SIGCORP, Inc. Stock Option Agreement dated as of
June 11, 1999 (incorporated by reference to Exhibit 4.2 to
IEI's Current Report on Form 8-K filed June 15, 1999).
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 18, 1999
SCHEDULE A
EXECUTIVE OFFICERS OF INDIANA ENERGY, INC.
Number of Shares
of SIGCORP
Common Stock
Name Title Beneficially Owned 1
------- --------- ------------------
Niel C. Ellerbrook President and Chief
Executive Officer
Anthony E. Ard Senior Vice President
and Secretary
Carl L. Chapman Senior Vice President
and Chief Financial Officer
Jerome A. Benkert, Vice President and Controller
Jr.
Steven M. Schein Vice President and Treasurer
Jerrold L. Ulrey Vice President -
Corporate Development
Robert E. Heidorn Assistant Secretary and Deputy
General Counsel
Jeffery W. Assistant Treasurer
Whiteside
DIRECTORS OF INDIANA ENERGY, INC.
Paul T. Baker
William G. Mays
J. Timothy McGinley
Niel C. Ellerbrook
Richard P. Rechter
L. A. Ferger
James C. Shook
Otto N. Frenzel III
Jean L. Wojtowicz
Anton H. George
John E. Worthen
Don E. Marsh
___________________
1 To be filed by amendment.
