Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
(Exact name of registrant as specified in charter)
INDIANA 35-0672570
(State or other (I.R.S. employer
jurisdiction of identification number)
incorporation or
organization)
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20 N.W. Fourth Street
Evansville, Indiana 47741-0001
(812) 465-5300
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
A.E. GOEBEL, Senior Vice President, Chief Financial Officer,
Secretary and Treasurer
Southern Indiana Gas and Electric Company
20 N.W. Fourth Street
Evansville, Indiana 47741-0001
(812) 465-5300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
The Commission is requested to mail signed copies of all orders, notices and
communications to:
JOHN H. BYINGTON, JR., ESQ.
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004-1490
(212) 858-1000
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration
statement as determined by market conditions.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, check the
following box. [ ]
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. [X]
CALCULATION OF REGISTRATION FEE
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Title of each class Proposed maximum
of securities to be Amount aggregate price
registered to be registered per unit<F1>
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Common Stock<F2>.... 49,399 shares $27
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Proposed maximum
aggregate Amount of
offering price<F1> registration fee
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$1,333,773 $460
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[FN]
<F1> Estimated solely for purposes of calculating registration fee in
accordance with Rule 457 under the Securities Act of 1933 based on the
average of the high and low sale prices reported on the New York Stock
Exchange on September 14, 1994.
<F2> Includes associated preferred stock purchase rights.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to said Section 8(a), may determine.
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<PAGE>
Information contained herein is subject to completion or amendment. This
Prospectus shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to delivery of a final Prospectus.
<PAGE>
SUBJECT TO COMPLETION, DATED SEPTEMBER 16, 1994
PROSPECTUS
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49,399 Shares
Southern Indiana Gas and Electric Company
Common Stock
(Without Par Value)
-----------------
This Prospectus relates to 49,399 shares (the "Shares") of Common
Stock, without par value, of Southern Indiana Gas and Electric Company (the
"Company"). The Shares may be offered by certain shareholders of the Company
(the "Selling Shareholders") from time to time in transactions for their own
account, which may be through the facilities of the New York Stock Exchange
(the "NYSE"), at market prices prevailing at the time of sale. The Selling
Shareholders may effect any such transactions through broker-dealers, and
such broker-dealers will receive compensation in the form of customary
commissions. The Selling Shareholders obtained the Shares in connection with
the acquisition by the Company of all of the outstanding common stock of
Lincoln Natural Gas Company ("Lincoln"), an Indiana public utility
corporation. See "Selling Shareholders" and "Sale of Shares".
All expenses of registration incurred in connection with this
offering are being borne by the Company. The Company will, however, not be
entitled to any of the proceeds from the Sale of the Shares by the Selling
Shareholders. See "Use of Proceeds".
The Company's Common Stock is traded on the NYSE under the symbol
SIG. The last sale price for the Common Stock of the Company as reported on
the NYSE on September 14, 1994 was $26-7/8 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of the Prospectus is September 16, 1994.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports and other information with the Securities and
Exchange Commission (the "Commission"). Information, as of particular dates,
concerning the Company's directors and officers, their remuneration, the
principal holders of the Company's securities and any material interest of
such persons in transactions with the Company is disclosed in proxy
statements distributed to shareholders of the Company and filed with the
Commission.
Such reports, proxy statements and other information can be
inspected and copied at the offices of the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549 and at the Commission's regional
offices at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7
World Trade Center, Suite 1300, New York, New York 10048. Copies of such
material can also be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. The Common Stock of the Company is listed on the NYSE, 20 Broad
Street, New York, New York 10005 and reports, proxy statements and other
information concerning the Company may be inspected at the office of such
exchange.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have heretofore been filed by the
Company with the Commission pursuant to the Exchange Act, are incorporated by
reference in this Prospectus and shall be deemed to be a part hereof:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1993 (including portions of the Company's 1993 Annual
Report to Shareholders stated therein to be incorporated therein by
reference).
(2) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1994 and June 30, 1994.
(3) The description of the Company's preferred stock purchase
rights contained in the Company's Registration Statement on Form 8-A,
dated October 27, 1986.
All documents subsequently filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to
the termination of the offering covered by this Prospectus shall be
incorporated herein by reference and shall be deemed to be a part hereof from
the date of filing of such documents (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents";
provided, however, in each year during which an offering is made by this
Prospectus, all documents filed by the Company pursuant to Section 13, 14 or
15 of the Exchange Act prior to the filing with the Commission of the
Company's Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this Prospectus or
be a part hereof from and after such filing of such Annual Report on Form 10-
K).
Any statement contained in an Incorporated Document shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The financial statements incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1993 have been audited by Arthur Andersen LLP, independent
accountants.
The Company hereby undertakes to provide without charge to each
person to whom a copy of this Prospectus has been delivered, on the written
or oral request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
Prospectus, other than exhibits to such documents. Requests for such copies
should be directed to Office of the Secretary, Southern Indiana Gas and
Electric Company, 20 N.W. Fourth Street, Evansville, Indiana 47741-0001,
telephone number: (812) 465-5300. The information relating to the Company
contained in this document does not purport to be comprehensive and should be
read together with the information contained in the Incorporated Documents.
THE COMPANY
The Company is an operating public utility, incorporated June 10,
1912 under the laws of the State of Indiana. The principal executive offices
of the Company are located at 20 N.W. Fourth Street, Evansville, Indiana
47741-0001. Its telephone number, including area code, is 812-465-5300.
The Company is engaged in the generation, transmission,
distribution and sale of electricity and the purchase of natural gas and its
transportation, distribution and sale in a service area covering ten counties
in southwestern Indiana.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the
Shares by the Selling Shareholders. Each Selling Shareholder is entitled to
use the proceeds he or she receives from the sale of the Shares as he or she
sees fit. It is expected that the Selling Shareholders will use such
proceeds for a variety of different purposes.
<PAGE>
SELLING SHAREHOLDERS
The following table shows (i) the names of the Selling
Shareholders, (ii) the number of Shares owned beneficially or of record by
each of them as of the Effective Time (as defined below), (iii) the number of
Shares currently being offered by each of them, and (iv) the number of Shares
to be owned by each of them after completion of the offering, assuming all
the Shares being offered are sold.
Number of Number of
Shares Owned Number of Shares Owned
Prior to Shares After
Selling Shareholder the Offering Being Offered the Offering
------------------- ------------ ------------- ------------
Theresa L. Martin Trust . . 10,913 10,913 0
James Orville Martin Trust 11,800 11,800 0
Robert Arnold and Susan L.
Arnold, 6,139 6,139 0
Tenants in Common . . . .
Mildred Samuels or James O.
Martin, Joint 3,148 3,148 0
Tenants . . . . . . . . .
Phyllis P. Blakeslee . . . 2,361 2,361 0
Josephine B. Bigger . . . . 2,266 2,266 0
Joe W. & Jean Parsley, Joint 2,098 2,098 0
Tenants . . . . . . . . . .
Joan E. Martin . . . . . . 2,098 2,098 0
Theresa Ellen & Michael F.
Sarver, Joint 2,098 2,098 0
Tenants . . . . . . . . .
Lawrence J. & Karen Marie
Martin, Joint 2,098 2,098 0
Tenants . . . . . . . . .
Robert W. & Virginia M.
Richard, Joint 1,049 1,049 0
Tenants . . . . . . . . .
Robert Wood & Anabel Wood,
Joint 524 524 0
Tenants . . . . . . . . .
Margaret W. Mason Trust . . 524 524 0
Theresa H. Wiener . . . . . 524 524 0
James L. Wright & Carol L.
Wright, Joint 524 524 0
Tenants . . . . . . . . .
Elizabeth A. Saberson and
Lynn Judith 262 262 0
McCann, Joint Tenants . .
Donald E. & Donna L.
Kirkland, Joint 262 262 0
Tenants . . . . . . . . .
Harry Harter & Mary Harter, 262 262 0
Joint Tenants . . . . . . .
Julia Zimmerman . . . . . . 157 157 0
Christa Lou Boultinghouse,
Trustee under 131 131 0
Agreement dated July 11,
1994 of Christa
Lou Boultinghouse Revocable
Living
Trust <f*> . . . . . . . .
Michael O. Monar & Patricia
L. Monar, 104 104 0
Joint Tenants . . . . . .
William T. Clark . . . . . 52 52 0
Sidney R. Lindsey . . . . . 5 5 0
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[FN]
<f*> Transferee of shares owned as of the Effective Time by James and Christa
Boultinghouse, Trustees of the Boultinghouse Family Trust. For purposes
of this Prospectus, no distinction has been made between the transferee
Trust and the transferor Trust.
<PAGE>
The Shares offered by the Selling Shareholders were received by
them in exchange for the stock of Lincoln held by them. On June 30, 1994
(the "Closing Date"), the date of filing of the Articles of Merger/Share
Exchange (the "Articles of Merger") with the Indiana Secretary of State
pursuant to the laws of the State of Indiana, Spencer Energy Corp.
("Spencer"), an Indiana corporation and wholly-owned subsidiary of the
Company, merged with and into Lincoln (hereinafter, the "Merger"), with
Lincoln surviving as a wholly-owned subsidiary of the Company pursuant to an
Agreement and Plan of Merger, dated as of December 23, 1993 (the "Merger
Agreement), between the Company, Spencer and Lincoln.
Lincoln, organized in 1955, owns and operates a gas distribution
system in the City of Rockport, Spencer County, Indiana, and surrounding
territory. Lincoln serves approximately 1,350 customers in Spencer County in
southwestern Indiana and owns, operates, maintains and manages plant,
property, equipment and facilities used and useful for the transmission,
transportation, distribution and sale of natural gas to the public.
Lincoln's gas rates and charges, terms of service, accounting matters,
issuance of securities and other operational matters are subject to
regulation by Indiana Utility Regulatory Commission ("IURC").
Lincoln purchases natural gas from American Natural Resources
Pipeline Company, a natural gas company, which transports such gas through
Indiana by means of an interstate pipeline facility, and from Robinson
Engineering, a natural gas company which provides local production gas to
Lincoln at its purchase station and spot market gas from various sources.
Lincoln's gas service territory is adjacent to SIGECO's gas service
territory. Lincoln's principal executive offices are located at 317 Main
Street, Rockport, Indiana 47635, however, the Company may consolidate such
office with its own office in Rockport.
Spencer was a wholly-owned subsidiary of the Company incorporated
for the sole purpose of effecting the Company's acquisition of Lincoln and
consummating the Merger and prior thereto was not engaged in any business.
The Merger Agreement was submitted to a vote of and approved by the
23 shareholders of Lincoln, now the Selling Shareholders, at a meeting held
on June 3, 1994. The Shares offered by the Selling Shareholders were
received by them in exchange for shares of Common Stock, par value $10 per
share, of Lincoln ("Lincoln Common Stock"). Prior to the Merger, Lincoln was
not a public company. None of the Selling Shareholders has had any position,
office, or other material relationship with the Company, its predecessors or
affiliates within the past three years.
At the time of filing of the Articles of Merger on the Closing Date
(the "Effective Time"), each share of Lincoln Common Stock issued and
outstanding immediately prior to the Effective Time was converted into the
right to receive 5.24708 fully paid and nonassessable shares of the Company's
Common Stock. As of the Effective Time, therefore, all shares of Lincoln
Common Stock were owned by the Company and Lincoln survived the Merger as a
wholly-owned subsidiary of the Company. Pursuant to the Merger Agreement,
former Lincoln shareholders received cash in lieu of any fractional shares of
Common Stock of the Company to which they would have otherwise been entitled
on the basis of $27.625 per share.
SALE OF SHARES
The Shares may be offered for sale by each Selling Shareholder in
his or her discretion, on a delayed or continuous basis, from time to time in
transactions for their own account, including transactions on the New York
Stock Exchange (or any exchange on which the Shares may then be listed), at
market prices prevailing at the time of sale. Such transactions may be
effected by selling Shares through broker-dealers who would receive customary
commissions. Each Selling Shareholder also may pledge Shares as collateral
for margin accounts and such shares could be resold pursuant to the terms of
such accounts. Each Selling Shareholder and any broker-dealer that
participates in the offering of the Shares may be deemed to be an
"underwriter" within the meaning of Section 2(11) of the Securities Act of
1933 (the "Securities Act") and a portion of the proceeds of sales and
commissions therefor may be deemed underwriting compensation for purposes of
the Securities Act. The Company will not receive any part of the proceeds
from the sale of the Shares by any Selling Shareholder.
MARKET PRICES OF AND DIVIDENDS ON COMMON STOCK
The Company's Common Stock is listed on the NYSE under the symbol
"SIG". The following table sets forth the high and low closing prices per
share of the Company's Common Stock for the periods indicated, as reported by
the NYSE. The table also shows dividends paid per share on the Company's
Common Stock for the periods indicated.
Closing Prices Dividends
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High Low Paid
---- --- ----
1992: First Quarter . . . . . $33.84 $30.47 $0.39
Second Quarter . . . . . 32-1/8 30-3/8 0.39
Third Quarter . . . . . 32-3/4 31-1/8 0.39
Fourth Quarter . . . . . 34-1/8 31-3/4 0.39
1993: First Quarter . . . . . 34-3/4 $32-3/4 $0.4025
Second Quarter . . . . . 34-7/8 32-3/8 0.4025
Third Quarter . . . . . 34-3/8 33 0.4025
Fourth Quarter . . . . . 35-1/2 31-7/8 0.4025
1994: First Quarter . . . . . 33-7/8 28 0.4125
Second Quarter . . . . . 30-1/8 26-1/2 0.4125
Third Quarter (through
September 14, 1994) . . 28-1/2 26-7/8 Declared
--------
0.4125
On September 14, 1994, the last sale price for the
Company's Common Stock, as reported by the NYSE, was $26-7/8 per share. As
of June 30, 1994, there were 9,471 holders of record of the Company's Common
Stock.
The Company has paid cash dividends since 1949. The
indicated annual dividend rate is currently $1.65 per share. The amount of
future dividends will depend upon the Company's earnings, financial
condition, capital requirements and other factors.
DESCRIPTION OF COMMON STOCK
Certain provisions of the Company's Amended Articles
of Incorporation are summarized or referred to below. The summaries are
merely an outline, do not purport to be complete, do not relate to or give
effect to the provisions of statutory or common law, and are subject to and
qualified in their entirety by express reference to such Amended Articles of
Incorporation.
GENERAL
The Company is authorized by its Amended Articles of Incorporation
to issue: (i) 50,000,000 shares of Common Stock, without par value, of which
15,754,826 shares were issued and outstanding as of June 30, 1994 (including
49,399 shares issued in connection with the Lincoln transaction); (ii)
800,000 shares of Preferred Stock having a par value of $100 per share
("Preferred Stock"), of which 185,895 shares were issued and outstanding in
three series as of June 30, 1994; (iii) 5,000,000 shares of Preferred Stock,
No Par Value ("No Par Preferred Stock"), no shares of which are presently
issued and outstanding; and (iv) 5,000,000 shares of Special Preferred Stock
("Special Preferred Stock"), of which 10,150 shares were issued and
outstanding in one series as of June 30, 1994 ("Special Preferred Stock").
DIVIDENDS
The holders of the Company's Common Stock are entitled to receive
dividends as and when declared by the Board of Directors of the Company out
of funds legally available therefor after full cumulative dividends upon the
Company's outstanding Preferred Stock, No Par Preferred Stock and shares of
Special Preferred Stock, if any, ranking prior to the Common Stock shall
have been paid or a sum sufficient therefore shall have been set apart for
such payment. The rights and preferences of each series of Special Preferred
Stock must be established by the Board of Directors in the resolutions
providing for the issuance thereof. The shares of Special Preferred Stock
currently outstanding are entitled to the same rights and preferences (other
than voting rights) as the No Par Preferred Stock.
The Amended Articles of Incorporation in effect restricts the
payment of cash dividends on the Company's Common Stock to accumulated
surplus available for distribution to the Common Stock earned subsequent to
December 31, 1943, and requires that, immediately after such dividends, there
shall remain to the credit of earned surplus an amount at least equal to two
times the annual dividend requirements on all then outstanding Preferred
Stock and No Par Preferred Stock. The amount restricted against cash
dividends on Common Stock at June 30, 1994 under this restriction was
$2,209,642, leaving $211,406,431 unrestricted for the payment of dividends.
In addition, the Amended Articles of Incorporation provides that surplus
otherwise available for the payment of dividends on Common Stock shall be
restricted to the extent that surplus is included in a calculation required
to permit the Company to issue, sell or dispose of preferred stock or other
stock senior to Common Stock.
An order of the Commission dated October 12, 1944 under the Public
Utility Holding Company Act of 1935, as amended (the "PUHCA"), in effect
restricts the payment of cash dividends on Common Stock to 75% of net income
available for distribution to the Common Stock, earned subsequent to December
31, 1943, if the percentage of Common Stock equity to total capitalization
and surplus, as defined, is less than 25%. At June 30, 1994, the ratio of
Common Stock equity to total capitalization and surplus amounted to
approximately 48.09%.
Payment of dividends on the Company's Common Stock is also
restricted by certain provisions of the Company's Mortgage and Deed of Trust,
dated as of April 1, 1932, with Bankers Trust Company, New York, N.Y., as
trustee, as supplemented by indentures supplemental thereto (together with
such supplemental indentures, the "Mortgage"), under which the Company's
first mortgage bonds are outstanding. The Mortgage in effect restricts the
payment of cash dividends on the Company's Common Stock to the accumulated
surplus available for distribution to the Company's Common Stock earned
subsequent to December 31, 1947, subject to reduction if amounts deducted
from earnings for current repairs and maintenance and provision for renewals,
replacements and depreciation of all the property of the Company are less
than amounts specified in the Mortgage. No amount was restricted against
cash dividends on the Company Common Stock at June 30, 1994 under this
provision.
VOTING RIGHTS
At all shareholders' meetings, holders of Preferred Stock and
Common Stock are entitled, on all questions, to one vote per share of such
stock, regardless of class or series. The voting rights, if any, of any
share of Special Preferred Stock must be established by the Board of
Directors in the resolutions providing for the issuance thereof. The shares
of Special Preferred Stock currently outstanding are not entitled to vote
unless otherwise required by Indiana law. The holders of shares of No Par
Preferred Stock are entitled, on all questions, to a fractional vote per
share of such stock equivalent to the ratio of the involuntary liquidation
value of such share to the par value of the Preferred Stock ($100),
regardless of series. The holders of the Company's voting stock are not
entitled to cumulate their votes in electing directors.
If at any time the Company shall fail to pay four full quarterly
dividends on outstanding Preferred Stock or No Par Preferred Stock, the
holders of Preferred Stock and No Par Preferred Stock shall have the right to
elect, voting separately as one class, the smallest number of Directors which
will constitute a majority of the Board of Directors (in such vote each
Preferred Stock holder shall be entitled to one vote per share and each
holder of No Par Preferred Stock shall be entitled to a fractional vote per
share equal to the ratio of the involuntary liquidation value of such share
to the par value per share of the Preferred Stock ($100)). Such voting
rights with respect to the election of Directors shall continue until all
arrears and dividends shall have been paid in full. In addition, holders of
Preferred Stock and No Par Preferred Stock are entitled to vote as one class
with respect to proposals to amend the Amended Articles of Incorporation of
the Company which would either: (i) create a class of shares preferred as to
dividends or assets to such Preferred Stock and No Par Preferred Stock or
(ii) change the rights and preferences of such Preferred Stock and No Par
Preferred Stock.
LIQUIDATION, DISSOLUTION OR WINDING UP
In the event of any liquidation, dissolution or winding up of the
Company, the holders of Common Stock of the Company are entitled to receive
pro rata all assets of the Company, if any, remaining after payment of all
debt and payment of the full preferential amounts fixed for the Preferred
Stock, the No Par Preferred Stock and, as the case may be, the Special
Preferred Stock.
RIGHTS AGREEMENT
Pursuant to a Rights Agreement dated as of October 1, 1986 between
the Company and Continental Stock Transfer & Trust Company ("Continental"),
as Rights Agent, each outstanding share of Common Stock of the Company,
including the Shares, evidences a right (a "Right") which entitles the
registered holder thereof to purchase from the Company one one-hundredth of a
share of a new series of No Par Preferred Stock of the Company designated as
Series 1986 Preferred Stock, at a specified price ("Purchase Price"). The
Rights will not be exercisable until a third party acquires beneficial
ownership of 20% of Common Stock or makes a tender offer for at least 30% of
the Common Stock of the Company. The Rights expire October 15, 1996. If not
exercisable, the Rights in whole may be redeemed by the Company at a price of
$.01 per right at any time prior to their expiration. If the Rights are
exercisable and the Company is involved in a merger or other business
combination transaction, each Right entitles the holder to receive, upon
exercise thereof at the Purchase Price, common stock of the acquiring company
(or of the Company if it is the surviving company), or in certain
circumstances cash and/or property, having a value of two times such Purchase
Price. A more complete description of the Rights is set forth in the
Company's Registration Statement on Form 8-A, and the exhibits thereto, which
description has been incorporated by reference herein. See "Incorporation of
Certain Documents by Reference."
MISCELLANEOUS
Holders of Common Stock have no preemptive or similar rights to
subscribe for additional securities. There are no redemption or sinking fund
provisions applicable to the Common Stock of the Company.
The Common Stock currently outstanding is, including the Shares,
fully paid and non-assessable.
The Company's Common Stock is listed on the NYSE. The National
City Bank of Evansville and Continental act as Registrars and the Company and
Continental act as Transfer Agents for the Common Stock.
LEGAL OPINIONS AND EXPERTS
The validity of the Shares will be passed upon for the Company by
Bamberger, Foreman, Oswald & Hahn, Evansville, Indiana.
The financial statements and schedules of the Company incorporated
by reference in this Prospectus and elsewhere in the registration statement
have been audited by Arthur Andersen LLP, independent accountants, as
indicated in their reports with respect thereto, and are included herein upon
the authority of said firm as experts in auditing and accounting in giving
said reports.
<PAGE>
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No dealer, salesperson or other individual has been authorized to give
any information or make any representations not contained in this Prospectus
in connection with the offering covered by this Prospectus. If given or
made, such information or representations must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer
to sell, or a solicitation of an offer to buy, the Shares in any jurisdiction
where, or to any person to whom, it is unlawful to make such offer or
solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create an implication that there
has not been any change in the facts set forth in this Prospectus or in the
affairs of the Company since the date hereof.
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TABLE OF CONTENTS
Page
____
Available Information . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . 3
Selling Shareholders . . . . . . . . . . . . . . . . . . . . 4
Sale of Shares . . . . . . . . . . . . . . . . . . . . . . . 7
Market Prices Of and Dividends On
Common Stock . . . . . . . . . . . . . . . . . . . . . . . 7
Description of Common Stock . . . . . . . . . . . . . . . . 8
Legal Opinions and Experts . . . . . . . . . . . . . . . . . 10
- ----------------------------------------------------------------------------
49,399 Shares
Southern Indiana Gas and
Electric Company
Common Stock
(Without Par Value)
-------------------
P R O S P E C T U S
-------------------
September 16, 1994
- ----------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
-------------------------------------------
Registration fee . . . . . . . . . . . . . $ 460
Costs of printing . . . . . . . . . . . . 1,500
Legal and Blue Sky fees and expenses . . . 25,000
Accounting fees . . . . . . . . . . . . . . 2,500
Miscellaneous . . . . . . . . . . . . . . . 5,540
-----
$35,000
======
All of the above amounts, other than the filing fees, are estimates.
Item 15. Indemnification of Directors and Officers.
-----------------------------------------
The following resolution will be adopted by the Board of Directors
of the Company on September 21, 1994:
RESOLVED: that with respect to the preparation and filing of a
Registration Statement and Prospectus with the Securities and Exchange
Commission in connection with the proposed offering of the 49,399 shares
of common stock of this Company issued in connection with this Company's
acquisition of Lincoln Natural Gas Company, Inc. to that company's
shareholders, this Company shall indemnify and save harmless each and
every officer and employee of the Company executing and preparing the
Registration Statement and Prospectus in its original or amended or
supplemented form, and every director of the Company who was a director
thereof at the time of the filing of the Registration Statement and
Prospectus in their original or amended or supplemented form, against
any and all expense reasonably incurred by them or any of them in
connection with any action, suit or proceeding arising out of the
preparation, filing or use of the said Registration Statement or
Prospectus relating to such offering whether brought under the
Securities Act of 1933, as amended, or under any other applicable law,
where such action, suit or proceeding is finally adjudicated in favor of
such director, officer or employee and the time to appeal has expired.
Similar indemnity resolutions have been adopted which are
applicable to other issues of securities of the Company presently
outstanding, and similar general indemnity provisions are contained in The
Indiana General Corporation Act and in the Company's By-Laws.
The Company has an insurance policy covering its liabilities and
expenses which might arise in connection with its lawful indemnification of
its directors and officers for certain of their liabilities and expenses.
Officers and directors of the Company are covered under this policy for
certain other liabilities and expenses.
Item 16. Exhibits.
--------
4(a)<f*> Amended Articles of Incorporation of the Company, as amended March
26, 1985. (Physically filed and designated in Form 10-K for the
fiscal year 1985, File No. 1-3553, as Exhibit 3-A.) Articles of
Amendment of the Amended Articles of Incorporation of the Company,
dated March 24, 1987. (Physically filed and designated in Form 10-
K for the fiscal year 1987, File No. 1-3553, as Exhibit 3-A.)
Articles of Amendment of the Amended Articles of Incorporation of
the Company, dated November 27, 1992. (Physically filed and
designated in Form 10-K for the fiscal year 1992, File No. 1-3553,
as Exhibit 3-A.)
4(b)<f*> Rights Agreement dated as of October 1, 1986 between the Company
and the Rights Agent named therein (filed as Exhibit 1.2 in
Registration Statement on Form 8-A, dated October 27, 1986, File
No. 1-3553).
5 Opinion of Messrs. Bamberger, Foreman, Oswald and Hahn.
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Messrs. Bamberger, Foreman, Oswald and Hahn is contained
in their opinion filed as Exhibit 5.
- -------------------
[FN]
<f*> Incorporated herein by reference as indicated.
Item 17. Undertakings.
------------
The undersigned registrant and plan hereby undertake:
(1) To file, during any period in which offers of sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
1933 Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or 15(d) of the 1934 Act that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(4) That, for purposes of determining any liability under the 1933 Act,
each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the 1934 Act (and each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the 1934 Act) that is incorporated by
reference in the registration statement shall be deemed to be a registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial BONA FIDE
offering thereof.
Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
1933 Act and is, therefore unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successfully defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933
Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Evansville, State of Indiana on the 16th day
of September, 1994
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
By: /s/ Ronald G. Reherman
-----------------------------
Ronald G. Reherman
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Ronald G. Reherman
-----------------------
Ronald G. Reherman Chairman of the September 16,
Board, President, 1994
Chief Executive
Officer and
Director
/s/ Andrew E. Goebel
----------------------- Senior Vice September 16,
Andrew E. Goebel President, Chief 1994
Financial
Officer,
Secretary and
Treasurer
/s/ Melvin H. Dodson )
----------------------- )
Melvin H. Dodson )
)
)
/s/ Walter R. Emge )
----------------------- )
Walter R. Emge )
)
)
/s/ Jerry A. Lamb )
----------------------- )
Jerry A. Lamb )
)
)
/s/ Robert L. Koch II )
----------------------- )
Robert L. Koch II )
) Directors September 16,
) 1994
/s/ Donald A. Rausch )
----------------------- )
Donald A. Rausch )
)
)
/s/ John H. Schroeder )
----------------------- )
John H. Schroeder )
)
)
/s/ Richard W. Shymanski )
------------------------ )
Richard W. Shymanski )
)
)
/s/ Donald E. Smith )
----------------------- )
Donald E. Smith )
)
)
/s/ James S. Vinson )
----------------------- )
James S. Vinson )
)
)
/s/ Norman P. Wagner )
----------------------- )
Norman P. Wagner )
<PAGE>
EXHIBIT INDEX
4(a)<f*> Amended Articles of Incorporation of the Company, as amended March
26, 1985. (Physically filed and designated in Form 10-K for the
fiscal year 1985, File No. 1-3553, as Exhibit 3-A.) Articles of
Amendment of the Amended Articles of Incorporation of the Company,
dated March 24, 1987. (Physically filed and designated in Form 10-
K for the fiscal year 1987, File No. 1-3553, as Exhibit 3-A.)
Articles of Amendment of the Amended Articles of Incorporation of
the Company, dated November 27, 1992. (Physically filed and
designated in Form 10-K for the fiscal year 1992, File No. 1-3553,
as Exhibit 3-A.)
4(b)<f*> Rights Agreement dated as of October 1, 1986 between the Company
and the Rights Agent named therein (filed as Exhibit 1.2 in
Registration Statement on Form 8-A, dated October 27, 1986, File
No. 1-3553).
5 Opinion of Messrs. Bamberger, Foreman, Oswald and Hahn.
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Messrs. Bamberger, Foreman, Oswald and Hahn is contained
in their opinion filed as Exhibit 5.
- --------------------------
[FN]
<f*> Incorporated herein by reference as indicated.
EXHIBIT 5
September 13, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Southern Indiana Gas and Electric Company (the "Company")
Registration Statement on Form S-3 with respect to 49,399
shares of Common Stock issued in connection with the merger
of Lincoln Natural Gas, Inc. with a wholly-owned subsidiary
of the Company
Ladies and Gentlemen:
In connection with the registration of 49,399 shares of the
Company's Common Stock without par value (the "Shares") under the Securities
Act of 1933, as amended (the "Act"), we have examined the Agreement and Plan
of Merger dated December 23, 1993 and such corporate records, other documents
and questions of law as we considered necessary for the purpose of this
opinion.
We are of the opinion that the Shares are legally issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement. We further consent to the use of the name of
this firm in said Registration Statement and in the Prospectus forming a part
thereof. In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required pursuant to Section 7 of
the Act or the rules and regulations of the Securities and Exchange
Commission.
Yours very truly,
BAMBERGER, FOREMAN, OSWALD AND HAHN
By: /s/ George A. Porch
------------------------------
George A. Porch
GAP/blg
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 of our report dated
January 24, 1994, included in Southern Indiana Gas and Electric Company's
Annual Report on Form 10-K for the year ended December 31, 1993, and to all
references to our Firm in this Registration Statement under the heading
"LEGAL OPINIONS AND EXPERTS."
/s/ Arthur Anderson LLP
------------------------
ARTHUR ANDERSEN LLP
Chicago, Illinois
September 16, 1994
