SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- -----------------------------------x
In the Matter of :
SOUTHERN INDIANA GAS AND : CERTIFICATE OF
ELECTRIC COMPANY NOTIFICATION
:
File No. 70-8407
:
(Public Utility Holding Company
Act of 1935) :
- -----------------------------------x
Southern Indiana Gas and Electric Company ("SIGECO") hereby
certifies that:
1. On June 30, 1994, SIGECO, its wholly-owned subsidiary, Spencer
Energy Corp. ("Spencer"), and Lincoln Natural Gas Company, Inc. ("Lincoln"),
pursuant to the terms and conditions of the Agreement and Plan of Merger,
dated as of December 23, 1993, among SIGECO, Spencer and Lincoln, filed
Articles of Merger with the Secretary of State of Indiana pursuant to which:
a. Each issued and outstanding share of common stock of Lincoln was
converted into 5.24708 shares of common stock of SIGECO;
b. Each issued share of common stock of Spencer was converted into one
share of common stock of Lincoln;
c. Spencer was merged with and into Lincoln; and
d. Pursuant to applicable Indiana law, the separate existence of
Spencer ceased.
2. The above-described transaction has been carried out in accordance
with the terms and conditions of, and for the purposes represented in, the
Application/Declaration on Form U-1, as amended by Amendment No. 1 thereto,
of SIGECO in File No. 70-8407 and in accordance with the terms and conditions
of the Commission's Order, dated June 30, 1994, with respect thereto.
____________________
The following Exhibit is filed herewith:
Exhibit A - "Past-Tense" opinion of counsel (supplementing Exhibit F
to Application/Declaration on Form U-1).
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, the undersigned company has duly caused this Certificate of
Notification to be signed on its behalf by the undersigned thereunto duly
authorized.
SOUTHERN INDIANA GAS AND
ELECTRIC COMPANY
By /s/ A.E.GOEBEL
----------------------------
A.E. GOEBEL
Senior Vice President, Chief Financial Officer,
Secretary and Treasurer
Date: July 8, 1994
EXHIBIT A
Bamberger, Foreman, Oswald and Hahn
7th Floor Hulman Building
P.O. Box 657
Evansville, Indiana 47704
Telephone: (812) 425-1591
Fax: (812) 421-4936
July 8, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: File No. 70-8407
Opinion Pursuant to Item F(2)
of Instructions as to Exhibits
for Form U-1 Application/Declaration
------------------------------------
Ladies and Gentlemen:
This opinion supplements our previous opinion to you dated June 13,
1994, which was filed as Exhibit F to the Application/Declaration on Form U-
1, as amended by Amendment No. thereto (the "Application"), of Southern
Indiana Gas and Electric Company (the "Company") in the above proceeding
under the Public Utility Holding Company Act of 1935, as amended (the "Act").
We have acted as Indiana counsel for the Company in connection with
its acquisition of all of the issued and outstanding shares of common stock,
par value $10 per share ("Lincoln Common Stock"), of Lincoln Natural Gas
Company, Inc. ("Lincoln"), an Indiana public utility corporation engaged in
the gas utility business. On June 30, 1994 (the "Closing"), a wholly-owned
subsidiary of the Company, Spencer Energy Corp., an Indiana corporation
("Spencer"), was merged (the "Merger") with and into Lincoln pursuant to an
Agreement and Plan of Merger, dated December 23, 1993, among the Company,
Spencer and Lincoln (the "Agreement"), with Spencer ceasing to exist and
Lincoln continuing as the surviving corporation. In the Merger, the holders
of Lincoln Common Stock (the "Lincoln Shareholders") issued and outstanding
immediately prior to the Merger received shares of common stock, without par
value, of the Company ("SIGECO Common Stock") in accordance with the
Agreement, and each share of common stock, no par value ("Spencer Common
Stock"), of Spencer issued and outstanding immediately prior to the Merger
was converted into one share of Lincoln Common Stock. The number of shares
of SIGECO Common Stock exchanged in the Merger was determined by their
average closing market price over a five-day period prior to the day before
the Closing. This calculation resulted in the Lincoln Shareholders receiving
49,411.76 shares of SIGECO Common Stock based upon an exchange ratio of
5.24708 shares of SIGECO Common Stock for each share of Lincoln Common Stock.
To the extent any Lincoln Shareholder became entitled to receive a fractional
share of SIGECO Common Stock, he or she received cash in lieu thereof and no
fractional shares were issued. The Application was filed with you under the
Act in connection with the Merger. By your order dated June 30, 1994, the
Application was declared effective.
We are members of the Bar of the State of Indiana and we do not
express any opinion herein concerning any law other than the law of the State
of Indiana.
We have examined and relied upon originals or certified copies or
copies otherwise identified to our satisfaction of such documents, corporate
records and other instruments as we have deemed necessary or appropriate as a
basis for the opinions hereinafter expressed, including the order of the
Indiana Utility Regulatory Commission approving the Merger (the "Order").
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents and other material submitted to
us as originals and the conformity with the originals thereof of all
documents and other materials submitted to us as copies. As to various
questions of fact material to this opinion, we have, to the extent that
relevant facts were not independently established by us, relied upon
certificates of public officials, certificates and representations of
officers or other representatives of the Company and Lincoln contained in the
Agreement or provided at the time of the Closing, and the information set
forth in the Application.
Based on the foregoing, we are of the opinion that:
1. Except for the Order, no approval or consent of any state or
local governmental body, regulatory body or administrative authority, was
legally required for the consummation of the Merger and all laws of the State
of Indiana applicable to the Merger have been complied with.
2. The Company and Lincoln are duly organized and validly existing
corporations under the laws of the State of Indiana.
3. The Company has taken all corporate action necessary and
appropriate for the legal and valid issue of the SIGECO Common Stock in
accordance with the provisions of the Agreement and in accordance with the
Indiana Business Corporation Law, as amended, and the SIGECO Common Stock is
validly issued, fully paid and non-assessable, and the holders thereof are
entitled to the rights and privileges appertaining thereto set forth in the
Company's Amended Articles of Incorporation, as amended.
4. The Company has legally acquired validly issued, fully paid and
non-assessable Lincoln Common Stock and is entitled to the rights and
privileges appertaining thereto set forth in Lincoln's Articles of
Incorporation, as amended.
5. The consummation of the Merger does not violate the legal
rights of the holders of any securities issued by the Company or any
associate company thereof.
6. The Merger has been carried out in accordance with the
Application.
This opinion is being delivered to you pursuant to the Application.
We hereby consent to the use of this opinion in connection with the
Application.
Very truly yours,
BAMBERGER, FOREMAN, OSWALD AND HAHN
/s/ GEORGE A. PORCH
-------------------
George A. Porch
