PART TWO - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security
Holders
(a) The annual meeting of shareholders was held at
3:00 P.M. (CST) on March 28, 1995, with the
following actions taken:
(b) The following three individuals were re-elected as
directors of the Company for three year terms:
Donald A. Rausch, Richard W. Shymanski and Norman
P. Wagner.
The adoption of an Agreement and Plan of Exchange
for corporate reorganization and formation of
holding company was approved.
The appointment of Arthur Andersen LLP as
independent auditors of the Company for 1995 was
ratified.
(c) The following table shows the voting results as to
each matter considered by the shareholders:
ITEM 1: VOTE FOR ELECTION OF DIRECTORS
Total Votes Cast: 13,946,606
NOMINEE VOTES FOR VOTES WITHHELD
Donald A. Rausch 13,781,943 164,663
Richard W. Shymanski 13,802,607 143,999
Norman P. Wagner 13,770,754 175,852
ITEM 2: APPROVE CORPORATE REORGANIZATION AND FORMATION OF A
HOLDING COMPANY
Total Votes Cast: 12,823,893
FOR AGAINST ABSTAIN
12,405,632 156,553 261,708
ITEM 3: RATIFICATION OF APPOINTMENT OF AUDITORS
Total votes Cast: 13,945,395
FOR AGAINST ABSTAIN
13,763,118 35,664 146,613
Item 5. Other Information
NONE
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Ex-18 Preferability letter from the Company's
independent auditors regarding the Company's
change in accounting method from the billed
method of accounting for revenues to the
unbilled method.
(b) Reports on Form 8-K
NONE
EX-18
November 27, 1995
Southern Indiana Gas & Electric Company
20 North West Fourth Street
Evansville, Indiana 47741
Re: Form 10-Q Report for the quarter ended March 31, 1995
Dear Gentlemen:
This letter is written to meet the requirements of
Regulation S-K calling for a letter from a registrant's
independent accountants whenever there has been a change in
accounting principle or practice.
We have been informed that, as of January 1, 1995, the
Company changed from the billed method of accounting for
revenues to the unbilled method.
A complete coordinated set of financial and reporting
standards for determining the preferability of accounting
principles among acceptable alternative principles has not
been established by the accounting profession. Thus, we
cannot make an objective determination of whether the change
in accounting described in the preceding paragraph is to a
preferable method. However, we have reviewed the pertinent
factors, including those related to financial reporting, in
this particular case on a subjective basis, and our opinion
stated below is based on our determination made in this
manner.
We are of the opinion that the Company's change in method of
accounting is to an acceptable alternative method of
accounting, which, based upon the reasons stated for the
change and our discussions with you, is also preferable
under the circumstances in this particular case. In
arriving at this opinion, we have relied on the business
judgment and business planning of your management.
We have not audited the application of this change to the
financial statements of any period subsequent to December
31, 1994. Further, we have not examined and do not express
any opinion with respect to your financial statements for
the three months ended March 31, 1995.
Very truly yours,
Arthur Andersen LLP
ARTHUR ANDERSEN LLP
