UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended September 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission File No. 1-9091
INDIANA ENERGY, INC.
(Exact name of Registrant as specified in its charter)
INDIANA 35-1654378
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1630 North Meridian Street, Indianapolis, Indiana 46202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 317-926-3351
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered Indiana Energy, Inc.
Common Stock - Without Par Value New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
As of November 30, 1999, the aggregate market value of Common Stock held
by nonaffiliates was $507,808,003.
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date.
Common Stock-Without par value 29,804,590 November 30, 1999
- ------------------------------ ------------------- -----------------
Class Number of shares Date
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (ss. 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of the Registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. [X]
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SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to be
signed on its behalf by the undersigned, thereunto duly authorized.
INDIANA ENERGY, INC.
Dated January 6, 2000 /s/ Jerome A. Benkert, Jr.
----------------------------------
Jerome A. Benkert, Jr., Vice
President and Controller
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EXHIBIT INDEX
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Exhibit No. Description Reference
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2-A Agreement and Plan of Merger dated as Exhibit 2 to Indiana
of June 11, 1999, among Indiana Energy, Energy's Current Report on
Inc., SIGCORP, Inc. and Vectren Form 8-K dated as of June
Corporation. 11, 1999, and filed as of
June 15, 1999.
2-B Amendment No.1, dated December 14, 1999 Exhibit 2 to Indiana
to Agreement and Plan of Merger (Set Energy's Current Report on
forth in 2-A, above) Form 8-K dated as of
December 16, 1999, and filed as of
December 16, 1999.
2-C Asset Purchase Agreement dated December Exhibit 2 and 99.1 to
14, 1999 between Indiana Energy, Inc., Indiana Energy, Inc.
Dayton Power and Light Co., Inc. and Current Report on Form 8-K
Number -3CHK with commitment letter for dated as of December 14,
364-Day Credit Facility dated December 1999 and filed as of
16, 1999 December 28, 1999.
3-A Amended and Restated Articles of Exhibit 3-A to Indiana
Incorporation. Energy's Quarterly Report
on Form 10-Q for the
quarterly period ended
December 31, 1997.
3-B Amended and Restated Code of By-Laws. Exhibit 3-A to Indiana
Energy's Quarterly Report on Form
10-Q for the quarterly period
ended March 31, 1997.
4-A Applicable provisions of Indiana Exhibit 3-A to Indiana
Energy's Amended and Restated Articles Energy's 1993 Annual
of Incorporation, as amended, as set Report on Form 10-K.
forth as Exhibit 3-A above.
4-B Amended and Restated Rights Agreement Exhibit 1 to Indiana Energy's
between Indiana Energy and Continental Amendment to its Registration
Bank, N.A. (Now First Chicago Trust Statement on Form 8-A, filed
Company of New York), as Rights Agent, June 17, 1996.
including form of Right Certificate,
dated as of July 30, 1986, as amended
and restated as of December 8, 1989 and
as further amended and restated as of
May 31, 1996.
4-C Indenture dated February 1, 1991, Exhibit 4(a) to Indiana Gas
between Indiana Gas and Continental Company, Inc.'s Current Report on
Bank, National Association. Form 8-K dated February 1, 1991,
and filed February 15, 1991; First
Supplemental Indenture thereto
dated as of February 15, 1991,
(incorporated by reference to
Exhibit 4(b) to Indiana Gas
Company, Inc.'s Current Report on
Form 8-K dated February 1, 1991,
and filed February 15, 1991);
Second Supplemental Indenture
thereto dated as of September 15,
1991, (incorporated by reference
to Exhibit 4(b) to Indiana Gas
Company, Inc.'s Current Report on
Form 8-K dated September 15, 1991,
and filed September 25, 1991);
Third Supplemental Indenture
thereto dated as of September 15,
1991 (incorporated by reference to
Exhibit 4(c) to Indiana Gas
Company, Inc.'s Current Report on
Form 8-K dated September 15, 1991
and filed September 25, 1991);
Fourth Supplemental Indenture
thereto dated as of December 2,
1992, (incorporated by reference
to Exhibit 4(b) to Indiana Gas
Company, Inc.'s Current Report on
Form 8-K dated December 1, 1992,
and filed December 8, 1992);
Officers' Certificate pursuant to
Section 301 of the Indenture dated
as of April 5, 1995, (incorporated
by reference to Exhibit 4(a) to
Indiana Gas Company, Inc.'s
Current Report on Form 8-K dated
and filed April 5, 1995); and
Officers' Certificate pursuant to
Section 301 of the Indenture dated
as of November 19, 1997
(incorporated by reference to
Exhibit 4 to Indiana Gas Company,
Inc.'s Report on Form 8-K dated
November 19, 1997 and filed
December 5, 1997); Officer's
Certificate pursuant to Section
301 of the Indenture dated as of
August 13, 1999 (incorporated by
reference to Exhibit 4 to Indiana
Gas Company Inc.,'s Current Report
on Form 8-K dated August 13, 1999,
and filed August 17, 1999.)
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4-D Indiana Energy, Inc. Stock Option Exhibit 4.1 to Indiana
Agreement dated as of June 11, 1999. Energy's Current Report on
Form 8-K dated as of June
11, 1999, and filed as of
June 15, 1999.
4-E SIGCORP, Inc. Stock Option Agreement Exhibit 4.2 to Indiana
dated as of June 11, 1999. Energy's Current Report on
Form 8-K dated as of June
11, 1999, and filed as of
June 15, 1999.
10-A Employment Agreement between Indiana Exhibit 10-A to Indiana
Energy, Inc. and Lawrence A. Ferger, Energy's Quarterly Report
effective January 1, 1999. on Form 10-Q for the
quarterly period ended
December 31, 1998.
10-B Employment Agreement between Indiana Exhibit 10-B to Indiana
Energy, Inc. and Niel C. Ellerbrook, Energy's Quarterly Report
effective January 1, 1999. on Form 10-Q for the
quarterly period ended
December 31, 1998.
10-C Employment Agreement between Indiana Exhibit 10-C to Indiana
Energy, Inc. and Paul T. Baker, Energy's Quarterly Report
effective January 1, 1999. on Form 10-Q for the
quarterly period ended
December 31, 1998.
10-D Employment Agreement between Indiana Exhibit 10-D to Indiana
Energy, Inc. and Anthony E. Ard, Energy's Quarterly Report
effective January 1, 1999. on Form 10-Q for the
quarterly period ended
December 31, 1998.
10-E Employment Agreement between Indiana Exhibit 10-E to Indiana
Energy, Inc. and Carl L. Chapman, Energy's Quarterly Report
effective January 1, 1999. on Form 10-Q for the
quarterly period ended
December 31, 1998.
10-F Employment Agreement between Indiana Exhibit 10-F to Indiana
Energy, Inc. and Timothy M. Hewitt, Energy's Quarterly Report
effective January 1, 1999. on Form 10-Q for the
quarterly period ended
December 31, 1998.
10-G Employment Agreement between Indiana Exhibit 10-G to Indiana
Energy, Inc. and Jerome A. Benkert, Energy's 1999 Annual Report
effective January 1, 1999. on Form 10-K.
10-H Employment Agreement between Indiana Exhibit 10-H to Indiana
Energy, Inc. and Ronald E. Christian, Energy's 1999 Annual Report
effective July 30, 1999. on Form 10-K.
10-I Indiana Energy, Inc. Unfunded Exhibit 10-G to Indiana
Supplemental Retirement Plan for a Energy's Quarterly Report
Select Group of Management Employees as on Form 10-Q for the
amended and restated effective December quarterly period ended
1, 1998. December 31, 1998.
10-J Indiana Energy, Inc. Nonqualified Exhibit 10-H to Indiana
Deferred Compensation Plan effective Energy's Quarterly Report
January 1, 1999. on Form 10-Q for the
quarterly period ended
December 31, 1998.
10-K Amendment to Indiana Energy, Inc. Executive Exhibit 10-I to Indiana
Restricted Stock Plan effective December Energy's Quarterly Report
1, 1998. on Form 10-Q for the
quarterly period ended
December 31, 1998.
10-L Indiana Energy, Inc. Annual Management Exhibit 10-D to Indiana
Incentive Plan effective October 1, Energy's 1987 Annual
1987. Report on Form 10-K.
10-M First Amendment to the Indiana Energy, Exhibit 10-Q to Indiana
Inc. Annual Management Incentive Plan Energy's 1998 Annual
(set forth in 10-L above) effective Report on Form 10-K.
October 1, 1997.
10-N Amendment to Indiana Energy, Inc. Directors' Exhibit 10-J to Indiana
Restricted Stock Plan, effective Energy's Quarterly Report
December 1, 1998. on Form 10-Q for the
quarterly period ended
December 31, 1998.
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Exhibit No. Description Reference
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10-O Fundamental Operating Agreement of Exhibit 10-B to Indiana
ProLiance Energy, LLC between IGC Energy's Quarterly Report
Energy, Inc. and Citizens By-Products on Form 10-Q for the
Coal Company, effective March 15, 1996. quarterly period ended
March 31, 1996.
10-P Formation Agreement among Indiana Exhibit 10-C to Indiana
Energy, Inc., Indiana Gas Company, Energy's Quarterly Report
Inc., IGC Energy, Inc., Indiana Energy on Form 10-Q for the
Services, Inc., Citizens Gas & Coke quarterly period ended
Utility, Citizens By-Products Coal March 31, 1996.
Company, Citizens Energy Services
Corporation, and ProLiance Energy, LLC,
effective March 15, 1996.
10-Q Gas Sales and Portfolio Administration Exhibit 10-C to Indiana
Agreement between Indiana Gas Company, Gas' Quarterly Report on
Inc. and ProLiance Energy, LLC, Form 10-Q for the
effective March 15, 1996, for services quarterly period ended
to begin April 1, 1996. March 31, 1996.
10-R Amended appendices to the Gas Sales and Exhibit 10-A to Indiana
Portfolio Administration Agreement between Gas' Quarterly Report on
Indiana Gas Company, Inc. and ProLiance Form 10-Q for the
Energy, LLC effective November 1, 1998. quarterly period ended
March 31, 1999.
10-S Amended appendices to the Gas Sales and Exhibit 10-V to Indiana
Portfolio Administration Agreement between Gas' 1999 Annual Report on
Indiana Gas Company, Inc. and ProLiance Form 10-K.
Energy, LLC, effective November 1, 1999.
10-T Indiana Energy, Inc. Executive Restricted Exhibit 10-O to Indiana
Stock Plan as amended and restated effective Energy, Inc.'s 1998 Annual
October 1, 1998 report on Form 10-K.
10-U Indiana Energy, Inc. Director's Restricted Exhibit 10-B to Indiana
Stock Plan as amended and restated effective Energy, Inc.'s Quarterly
May 1, 1997 Report on Form 10-Q for
the quarterly period ended
June 30, 1997.
21 Subsidiaries of Indiana Energy, Inc. Exhibit 21 to Indiana Energy, Inc.'s
1999 Annual Report on Form 10-K.
23 Consent of Independent Public Accountants Filed herewith.
27 Financial Data Schedule Exhibit 27 to Indiana Energy, Inc.'s
1999 Annual Report on Form 10-K.
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EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
of our reports included in this Form 10-K into Indiana Energy, Inc.'s previously
filed Registration Statements File Nos. 33-45046, 33-56522, 33-57148, 33-55983,
33-62439, 333-72399 and 333-89221.
/s/Arthur Andersen LLP
Arthur Andersen LLP
Indianapolis, Indiana
December 29, 1999
