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As filed with the Securities and Exchange Commission on February 22, 1995
Registration No. 33-57381
================================================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
To
FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SIGCORP, Inc.
(formerly Southern Indiana Group, Inc.)
(Exact name of registrant specified in its charter)
Indiana 6719 35-1940620
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Organization) Classification Code Number) Identification No.)
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, Secretary and Treasurer
SIGCORP, Inc.
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)
Copies to:
JOHN H. BYINGTON, JR.
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, NY 10004
(212) 858-1102
Approximate date of commencement of proposed sale to the public. As soon as practicable after this
Registration Statement becomes effective and all other conditions to the Share Exchange ("Exchange") between
SIGCORP, Inc. and Southern Indiana Gas and Electric Company ("SIGECO") pursuant to the Agreement and Plan of
Exchange described in the enclosed Prospectus/Proxy Statement have been satisfied or waived.
If the securities being registered on this Form are being offered in connection with the formation of a
holding company and there is compliance with General Instruction G, check the following box. |_|
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 this Registration Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
================================================================================================================
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SIGCORP, INC.
CROSS REFERENCE SHEET
PURSUANT TO ITEM 501(b) OF REGULATION S-K
FORM S-4 ITEM NO. AND CAPTION PROSPECTUS/PROXY STATEMENT
----------------------------- --------------------------
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A. INFORMATION ABOUT THE TRANSACTION
1. Forepart of Registration Statement and
Outside Front Cover Page of Prospectus....... Facing Page of Registration Statement; Cross
Reference Sheet; Outside Front Cover Page of
Prospectus/Proxy Statement
2. Inside Front and Outside Back Cover Pages
of Prospectus................................ Available Information; Incorporation of Certain
Documents by Reference; Table of Contents
3. Risk Factors, Ratio of Earnings to Fixed
Charges and Other Information................ Summary of the Exchange; Outside Front Cover Page of
Prospectus/Proxy Statement; The Exchange--Certain
Considerations
4. Terms of the Transaction..................... Summary of the Exchange; The Exchange
5. Pro Forma Financial Information.............. Not Applicable
6. Material Contacts with the Company Being
Acquired..................................... Not Applicable
7. Additional Information Required For
Reoffering by Persons and Parties Deemed
to be Underwriters........................... Not Applicable
8. Interests of Named Experts and Counsel....... Not Applicable
9. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities.................................. Not Applicable
B. INFORMATION ABOUT THE REGISTRANT
10. Information With Respect to S-3
Registrants.................................. Not Applicable
11. Incorporation of Certain Information
by Reference................................. Not Applicable
12. Information With Respect to S-2 or S-3
Registrants.................................. Not Applicable
13. Incorporation of Certain Information by
Reference.................................... Not Applicable
14. Information With Respect to Registrants
Other Than S-2 or S-3 Registrants............ Not Applicable
C. INFORMATION ABOUT THE COMPANY BEING ACQUIRED
15. Information With Respect to S-3
Companies.................................... Incorporation of Certain Documents by Reference
16. Information With Respect to S-2 or S-3
Companies.................................... Not Applicable
17. Information With Respect to Companies
Other than S-2 or S-3 Companies.............. Not Applicable
<PAGE>
D. VOTING AND MANAGEMENT INFORMATION
18. Information if Proxies, Consents of
Authorizations Are to be Solicited........... Incorporation of Certain Documents by Reference;
The Annual Meeting; The Exchange--Rights of
Dissenting Shareholders; The Exchange--Management;
Election of Directors; Shareholders Proposals
19. Information if Proxies, Consents or
Authorizations Are Not to be Solicited,
or in an Exchange Offer...................... Not Applicable
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<PAGE>
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
20 N.W. FOURTH STREET
EVANSVILLE, INDIANA 47741-0001
Dear Shareholder:
The directors and officers of Southern Indiana Gas and Electric Company
(the "Company" or "SIGECO") join me in inviting you to the Annual Meeting of
Shareholders on Tuesday, March 28, 1995, at 3:00 p.m., Central Standard Time.
This meeting will be held at the Company's Norman P. Wagner Center
Administration Building, One North Main Street, Evansville, Indiana 47741-0001.
In addition to the election of directors and other matters, one purpose of
this meeting is to vote on a proposed corporate reorganization. If approved, the
reorganization will establish a new holding company, SIGCORP, Inc. ("SIGCORP"),
as the parent of SIGECO. Upon completion of the reorganization, which
contemplates an exchange of the outstanding shares of SIGECO common stock for
the shares of SIGCORP, SIGECO will become a subsidiary of SIGCORP and will be
its principal business for the foreseeable future. The proposal is summarized in
this brochure and fully explained in the enclosed prospectus/proxy statement.
In the proposed exchange, outstanding shares of SIGECO common stock would
be exchanged into shares of SIGCORP common stock, on a share-for-share basis. As
a result, the common shareholders of SIGECO would become the owners of SIGCORP
and SIGCORP would become the owner of SIGECO common stock. The preferred stock
of SIGECO will remain the preferred stock of SIGECO after the reorganization.
The Board of Directors and Management expect that after the reorganization,
quarterly dividends on SIGCORP common stock will initially be paid at the same
rate and on the same schedule as that of SIGECO common stock. In addition, it is
contemplated that following the exchange, SIGECO will transfer ownership of its
three non-utility subsidiaries to SIGCORP.
Your Board of Directors and Management believe the proposed reorganization
offers the best means of positioning the Company for changes and opportunities
to come and is in the best interest of shareholders. It will strengthen the
Company by enhancing our flexibility to respond to increasing competition in the
utility industry. It is essential that we be in a position to act in a timely
way to benefit from potential business opportunities, which is not always
possible within a regulated utility. The primary focus for the SIGCORP will be
maintaining the strength of its core business--serving the electric and gas
needs of SIGECO's customers. The restructuring will facilitate financial
flexibility and administrative efficiency, and will enhance managerial
accountability for separate business activities. The holding company system
structure will insulate the SIGECO utility business from the risks of the
non-utility businesses of its affiliates, and should increase the energy-related
expertise, knowledge and skills of utility employees.
If the restructuring is effected, it will not be necessary for you to turn
in your SIGECO common stock certificates in exchange for SIGCORP common stock
certificates. The certificates for SIGECO common stock you now hold will
automatically represent shares of SIGCORP common stock. New certificates bearing
the name of SIGCORP will be issued in the future as certificates for presently
outstanding shares of SIGECO common stock are presented for transfer.
Even if you now expect to attend the annual meeting, please sign, date and
return the accompanying proxy in the enclosed addressed, postage-paid envelope.
(You may revoke your proxy at any time before it is exercised, provided that the
Secretary receives notice of the revocation from you either in writing in
advance of the meeting or orally at the meeting).
WE RECOMMEND YOU VOTE "FOR" THIS PROPOSAL.
Please take a moment now to vote, sign and return your proxy card in the
enclosed postage-paid envelope. Your early response will be appreciated.
Dated: February 23, 1995 Sincerely,
R.G. Reherman
Chairman, President and
Chief Executive Officer
<PAGE>
1. WHY IS SIGECO PROPOSING TO REORGANIZE AS A HOLDING COMPANY?
The primary purpose of forming a holding company is to further strengthen the
organization by better positioning the Company in the increasingly competitive
environment of the utility industry. The holding company structure will enable
the organization to take advantage of emerging business opportunities to the
benefit of shareholders and customers, and it will enhance our long-term
earnings potential.
2. WHAT KIND OF COMPETITION DO UTILITIES EXPERIENCE?
Utilities today face increased competition to serve the energy needs of large
industrial customers, wholesale customers and municipalities. The traditional
relationships between utilities and their customers (typically located in a
well-defined geographical area) are being challenged by independent power
producers, co-generation producers and others. In certain cases, these
competitors may conduct business with little or no regulatory constraints. In
addition, utilities today must compete with other forms of energy for customers
in their own service areas.
3. WHAT WILL THE SIGECO HOLDING COMPANY BE CALLED?
The new holding company will be named SIGCORP, Inc. ("SIGCORP"). The principal
utility subsidiary will continue to be known as Southern Indiana Gas and
Electric Company (the "Company" or "SIGECO").
4. IN WHAT TYPES OF BUSINESSES WILL THE HOLDING COMPANY INVEST?
Although specific investment opportunities have not been determined, the primary
focus of SIGCORP will be maintaining the strength of SIGECO's core
business--serving the electric and gas needs of SIGECO's customers.
Participation in other opportunities will likely be closely related to the
energy business or support the economic vitality of SIGECO's service area. In
addition, SIGCORP will continue the operation of the three non-utility companies
currently owned by SIGECO--Southern Indiana Properties, Inc., Southern Indiana
Minerals, Inc. and Energy Systems Group, Inc.--each of which will become
separate wholly owned subsidiaries of SIGCORP.
5. WHAT WILL THE NEW COMPANY'S STRUCTURE LOOK LIKE?
The current and proposed corporate organizations are shown in the charts below.
6. WHO MUST APPROVE THE REORGANIZATION?
Approval of the proposed reorganization is required from the Securities and
Exchange Commission and the Federal Energy Regulatory Commission. Most
importantly, the reorganization requires a favorable vote from the Company's
shareholders.
7. WHAT WILL BE THE EFFECTIVE DATE OF THE REORGANIZATION?
The effective date will occur as soon as practicable after the required approval
by shareholders of the Company and the receipt of the necessary
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SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
STRUCTURE DECEMBER 31, 1994
Southern Indiana Gas
and
Electric Company
(SIGECO)
|
-------------------------------------------------------------------------------
| | | | |
Southern Indiana Lincoln Natural Energy Systems Southern Indiana SIGCORP Inc.
Properties, Inc. Gas Group, Inc. Minerals, Inc. (Future Holding Company)
Company, Inc.
</TABLE>
i
<PAGE>
regulatory approvals. The Company cannot predict when such approvals will be in
place. The Company is hopeful that the reorganization will be completed in 1995.
8. WILL HOLDERS OF SIGECO COMMON STOCK HAVE TO EXCHANGE THEIR STOCK
CERTIFICATES?
No. As part of the reorganization, certificates of SIGECO common stock will
automatically represent certificates of SIGCORP common stock for a like number
of shares. IT WILL NOT BE NECESSARY FOR HOLDERS OF COMMON STOCK OF SIGECO TO
EXCHANGE THEIR STOCK CERTIFICATES. New certificates bearing the name "SIGCORP,
Inc." will be issued in the future as outstanding certificates are presented for
transfer and also upon request of any holder of Company common stock.
9. WHAT FEDERAL INCOME TAX CONSEQUENCES WILL THE REORGANIZATION HAVE ON
HOLDERS OF SIGECO COMMON STOCK?
No gain or loss will be recognized by holders of SIGECO common stock as a result
of the conversion to shares of SIGCORP common stock. In addition, the cost basis
of SIGCORP shares will be the same as the cost basis of SIGECO shares. In
general, the holding period of SIGCORP shares will be the same as the holding
period of SIGECO shares.
10. WHAT EFFECT WILL THERE BE ON HOLDERS OF SIGECO'S PREFERRED STOCK AND DEBT
SECURITIES?
The preferred stock and debt securities of SIGECO will not be changed in the
reorganization. They will remain as preferred stock and debt securities of
SIGECO.
11. WHERE WILL SIGCORP STOCK BE TRADED AND WHAT WILL BE THE TICKER SYMBOL AND
STOCK PRICE QUOTATION LISTING?
SIGCORP common stock is expected to be traded on the New York Stock Exchange
under SIGECO's current ticker symbol, "SIG". The stock price quotation listing
is expected to be "SIGCORP".
12. HOW WILL THE DIVIDENDS BE AFFECTED?
It is expected that quarterly dividends on SIGCORP common stock after the
reorganization will initially be made at the rate then most recently declared on
SIGECO common stock. Further, it is expected that SIGCORP common stock dividends
will be paid on the same schedule as was customary for SIGECO. That schedule is
the 20th of the month in March, June, September and December.
13. WHO WILL MANAGE THE HOLDING COMPANY AFTER THE REORGANIZATION?
The Board of Directors and certain of the principal executive officers of SIGECO
will also serve as the Board of Directors and executive officers of SIGCORP upon
completion of the reorganization.
14. WHAT WILL HAPPEN TO THE DIVIDEND REINVESTMENT PLAN?
The Automatic Dividend Reinvestment and Stock Purchase Plan of SIGECO will be
assumed by SIGCORP. Participants in the SIGECO plan will automatically become
participants in the corresponding SIGCORP plan.
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PROPOSED STRUCTURE
SIGCORP Inc.
(Holding Company)
|
-------------------------------------------------------------------------------
| | | |
Southern Indiana SIGECO Energy Systems Southern Indiana
Properties, Inc. Operating Company Group, Inc. Minerals, Inc.
|
|
Lincoln Natural
Gas Company, Inc.
</TABLE>
ii
<PAGE>
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
20 N.W. FOURTH STREET
EVANSVILLE, INDIANA 47741-0001
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on March 28, 1995
TO THE SHAREHOLDERS OF
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY:
NOTICE IS HEREBY GIVEN THAT THE ANNUAL MEETING OF SHAREHOLDERS OF SOUTHERN
INDIANA GAS AND ELECTRIC COMPANY ("SIGECO") IS CALLED AND WILL BE HELD ON
TUESDAY, THE 28TH DAY OF MARCH, 1995, AT 3:00 P.M., CENTRAL STANDARD TIME, AT
SIGECO'S NORMAN P. WAGNER CENTER ADMINISTRATION BUILDING, ONE NORTH MAIN STREET,
EVANSVILLE, INDIANA 47741-0001, FOR THE FOLLOWING PURPOSES:
(1) To elect three directors of SIGECO to serve a term of three years
and until their respective successors shall have been duly elected and
qualified;
(2) To consider and vote upon the adoption and approval of an
Agreement and Plan of Exchange (the "Exchange Agreement"), a copy of which
is attached as Exhibit A to the accompanying prospectus/proxy statement,
pursuant to which each outstanding share of SIGECO common stock would be
exchanged (the "Exchange") for one share of common stock of SIGCORP, Inc.
("SIGCORP"), a wholly owned subsidiary of SIGECO which will be used for the
purpose of accomplishing the Exchange, with the result that SIGECO will
become a subsidiary of SIGCORP, and the holders of SIGECO common stock will
become the holders of SIGCORP common stock, as described in the
accompanying prospectus/proxy statement;
(3) To ratify the appointment of Arthur Andersen LLP as SIGECO's
independent public accountants; and (4) To transact any and all business in
connection with the foregoing and such other business as may properly come
before the meeting.
A vote in favor of the Exchange Agreement will constitute a vote in favor
of certain proposed amendments to SIGECO's 1994 Stock Option Plan designed to
recognize that options under the Plan will relate to SIGCORP common stock as
described herein. Reference is made to the attached prospectus/proxy statement
for further information with respect to the foregoing.
Only holders of SIGECO common stock and preferred stock ($100 par value per
share) of record on its books at the close of business on February 10, 1995, are
entitled to vote at the meeting. All such shareholders of record are requested
to be at the meeting, either in person or by proxy.
As described under "The Exchange--Rights of Dissenting Shareholders" in the
accompanying prospectus/proxy statement, under applicable Indiana law only
holders of SIGECO preferred stock entitled to vote at the meeting are entitled
to assert dissenters' rights of appraisal in connection with the Exchange.
Holders of SIGECO common stock entitled to vote at the meeting are not entitled
to assert dissenters' rights of appraisal in connection with the Exchange.
By Order of the Board of Directors,
A. E. Goebel,
Secretary
Evansville, Indiana
February 23, 1995
IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE MEETING IN ORDER THAT
A QUORUM WILL BE ASSURED. SHAREHOLDERS, WHETHER OR NOT THEY EXPECT TO BE PRESENT
AT THE MEETING, ARE REQUESTED TO FILL IN, DATE AND SIGN THE ENCLOSED PROXY CARD
AND RETURN IT PROMPTLY IN THE ACCOMPANYING ADDRESSED ENVELOPE, WHICH REQUIRES NO
POSTAGE. IF YOU ATTEND THE MEETING AND SO REQUEST, THE PROXY WILL NOT BE VOTED.
<PAGE>
Location of March 28, 1995
Shareholders' Annual Meeting
[PRINTED MATERIAL CONTAINS A MAP]
Norman P. Wagner Operations Center
Southern Indiana Gas and Electric Company
One N. Main Street 465-4153
Parking for shareholders will be provided in the Employee and Visitors'
parking lot on the corner of North Main and Division Streets. Please use the
entrance marked "Main Street Entrance" on the above map. Entry to the building
will be through the doors indicated by the arrow.
YOUR VOTE IS IMPORTANT
PLEASE READ THE PROSPECTUS/PROXY STATEMENT AND SIGN, DATE AND MAIL THE
PROXY IN THE PREPAID ENVELOPE WITHOUT DELAY, WHETHER OR NOT YOU PLAN TO ATTEND
THE MEETING. YOU MAY REVOKE YOUR PROXY PRIOR TO OR AT THE MEETING AND VOTE IN
PERSON IF YOU WISH. IF YOUR SHARES ARE HELD BY A BROKER, BANK OR NOMINEE, IT IS
IMPORTANT THAT THEY RECEIVE YOUR VOTING INSTRUCTIONS.
A SUMMARY OF THE KEY ELEMENTS OF THE REORGANIZATION IS PRESENTED IN THE
PROSPECTUS/PROXY STATEMENT. PLEASE REFER TO THE TABLE OF CONTENTS IN THE
PROSPECTUS/PROXY STATEMENT TO LOCATE DETAILED DISCUSSION OF SPECIFIC TOPICS. IF
YOU HAVE ADDITIONAL QUESTIONS AFTER READING THE PROSPECTUS/PROXY STATEMENT,
PLEASE CONTACT SHAREHOLDER RELATIONS, SOUTHERN INDIANA GAS AND ELECTRIC COMPANY,
20 N.W. FOURTH STREET, EVANSVILLE, INDIANA 47741-0001, TELEPHONE (800) 227-8625
OR (812) 465-5300.
2
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. 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 State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION DATED FEBRUARY 21, 1995
PROXY STATEMENT
FOR
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
PROSPECTUS
FOR
SIGCORP, INC.
Common Stock
This Document is a Proxy Statement for the Annual Meeting of Shareholders of
Southern Indiana Gas and Electric Company and a
Prospectus for SIGCORP, Inc. Common Stock
This Prospectus, including the Proxy Statement forming a part hereof, has
been prepared in connection with the issuance of up to 15,754,826 shares of
common stock, without par value ("SIGCORP Common Stock"), of SIGCORP, Inc., an
Indiana corporation ("SIGCORP"), upon the consummation of the proposed exchange
(the "Exchange") of each outstanding share of common stock, without par value
("SIGECO Common Stock"), of Southern Indiana Gas and Electric Company, an
Indiana corporation ("SIGECO"), for one share of SIGCORP Common Stock pursuant
to the Agreement and Plan of Exchange, dated as of January 13, 1995 (the
"Exchange Agreement"), between SIGCORP and SIGECO, a copy of which is attached
as Exhibit A to this Prospectus/Proxy Statement. At the effective time of the
Exchange, each share of SIGECO Common Stock will automatically be converted into
and, without action on the part of the holder thereof, become one share of
SIGCORP Common Stock. Thereafter, SIGECO will continue to carry on its present
utility business as a subsidiary of SIGCORP. Reference is made to "The
Exchange--SIGCORP Capitalization" for further information concerning the
securities offered hereby. This Prospectus/Proxy Statement and the accompanying
form of proxy were first sent to security holders of SIGECO on February 23,
1995.
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.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus/Proxy Statement. If given or
made, such information or representation must not be relied upon as having been
authorized by either SIGCORP or SIGECO. This Prospectus/Proxy Statement does not
constitute an offer to sell or a solicitation of an offer to buy shares of
SIGCORP Common Stock by any person in any jurisdiction or in any circumstance in
which such offer would be unlawful.
The date of this Prospectus/Proxy Statement is February , 1995.
3
<PAGE>
AVAILABLE INFORMATION
SIGCORP has filed with the Securities and Exchange Commission (the "SEC") a
Registration Statement under the Securities Act of 1933, as amended (the
"Securities Act"), covering the shares of SIGCORP Common Stock to be issued in
the Exchange. This Prospectus/Proxy Statement does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the SEC. Such
Registration Statement and the exhibits thereto may be inspected and copied, at
prescribed rates, at the public reference facilities maintained by the SEC at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at the SEC'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.
SIGECO 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 SEC. Information, as of particular dates,
concerning SIGECO's directors and officers, their remuneration, the principal
holders of SIGECO's securities and any material interest of such persons in
transactions with SIGECO is disclosed in proxy statements distributed to
shareholders of SIGECO and filed with the SEC. Such reports, proxy statements
and other information can be inspected and copied, at prescribed rates, at the
offices of the SEC specified above. SIGECO Common Stock is listed on the New
York Stock Exchange (the "NYSE"), 20 Broad Street, New York, New York 10005 and
reports, proxy statements and other information concerning SIGECO may be
inspected at the office of such exchange.
SIGCORP will become subject to the same informational requirements as
SIGECO following the merger described in this Prospectus/Proxy Statement, and
will file reports, proxy statements and other information with the SEC in
accordance with the Exchange Act. Such reports will contain financial
information that has been examined and reported upon, with an opinion expressed
by an independent public or certified public accountant.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have heretofore been filed by SIGECO with
the SEC pursuant to the Exchange Act, are incorporated by reference in this
Prospectus/Proxy Statement and shall be deemed to be a part hereof:
(1) SIGECO's Annual Report on Form 10-K for the year ended December
31, 1993 (including portions of SIGECO's 1993 Annual Report to Shareholders
stated therein to be incorporated therein by reference).
(2) SIGECO's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1994, June 30, 1994 and September 30, 1994.
(3) SIGECO's Current Report on Form 8-K dated February 13, 1995.
(4) The description of SIGECO's preferred stock purchase rights
contained in SIGECO's Registration Statement on Form 8-A, dated October 27,
1986.
All documents subsequently filed by SIGECO with the SEC 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/Proxy Statement 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/Proxy Statement, all
documents filed by SIGECO pursuant to Section 13, 14 or 15 of the Exchange Act
prior to the filing with the SEC of SIGECO's Annual Report on Form 10-K covering
such year shall not be Incorporated Documents or be incorporated by reference in
this Prospectus/Proxy Statement 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/Proxy Statement 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/Proxy Statement.
4
<PAGE>
The financial statements incorporated in this Prospectus/Proxy Statement by
reference to SIGECO's Annual Report on Form 10-K for the year ended December 31,
1993 and SIGECO's Current Report on Form 8-K dated February 13, 1995 have been
audited by Arthur Andersen LLP, independent accountants.
SIGECO hereby undertakes to provide without charge to each person to whom a
copy of this Prospectus/Proxy Statement 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/Proxy Statement, 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 SIGECO contained
in this document does not purport to be comprehensive and should be read
together with the information contained in the Incorporated Documents.
AS DESCRIBED ABOVE, THIS PROSPECTUS/PROXY STATEMENT INCORPORATES DOCUMENTS
BY REFERENCE WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE
DOCUMENTS, OTHER THAN EXHIBITS THERETO, ARE AVAILABLE UPON WRITTEN OR TELEPHONE
REQUEST DIRECTED TO SIGECO AT THE ADDRESS OR TELEPHONE NUMBER LISTED IN THE
PRECEDING PARAGRAPH. IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY
REQUEST SHOULD BE MADE BY MARCH 21, 1995.
5
<PAGE>
TABLE OF CONTENTS
Page
----
Available Information..................................................... 4
Incorporation Of Certain Documents By Reference........................... 4
Table of Contents......................................................... 6
Summary of the Exchange................................................... 7
The Annual Meeting........................................................ 11
Solicitation and Revocation of Proxies.............................. 11
Matters to be Voted Upon............................................ 11
Record Date......................................................... 12
Outstanding Voting Securities....................................... 12
Voting.............................................................. 12
Cost and Method of Solicitation..................................... 12
Security Ownership of Certain Beneficial Owners..................... 12
The Exchange.............................................................. 13
General............................................................. 13
SIGECO.............................................................. 13
Reasons for the Restructuring....................................... 14
Agreement and Plan of Exchange...................................... 15
Amendment or Termination............................................ 15
Certain Considerations.............................................. 15
Regulatory Approvals................................................ 16
Regulation of SIGCORP............................................... 16
Business of SIGCORP................................................. 16
Transfer of SIGECO Assets to SIGCORP................................ 17
Rights of Dissenting Shareholders................................... 17
Effective Date of the Transactions.................................. 18
Exchange of Stock Certificates Not Required......................... 18
United States Federal Income Tax Consequences....................... 19
Treatment of Preferred Stock........................................ 19
Dividend Policy..................................................... 19
Listing of SIGCORP Common Stock..................................... 20
SIGCORP Capitalization.............................................. 21
Restated Articles of Incorporation and By-Laws of SIGCORP........... 21
Rights Agreement.................................................... 22
Stock Plan.......................................................... 22
Automatic Dividend Reinvestment and Stock Purchase Plan............. 22
Transfer Agent and Registrar........................................ 22
Market Prices of and Dividends on SIGECO Common Stock............... 23
Directors and Management............................................ 23
Financial Statements................................................ 23
Experts............................................................. 24
Legal Opinions...................................................... 24
Election Of Directors..................................................... 24
Security Ownership of Directors and Executive Officers.............. 28
Executive Compensation.............................................. 29
Compensation Committee Report on Executive Compensation............. 31
Performance Comparisons............................................. 33
Compensation Committee Interlocks and Insider Participation......... 34
Ratification Of Appointment Of Auditors................................... 34
Shareholder Proposals..................................................... 34
Exhibit A--Agreement and Plan of Exchange................................. A-1
Exhibit B--Restated Articles of Incorporation of SIGCORP.................. B-1
Exhibit C--Provisions of the Indiana Business Corporation Law
Regarding Rights of Dissenting Shareholders.................... C-1
6
<PAGE>
SUMMARY OF THE EXCHANGE
The following is a summary of certain information contained or incorporated
by reference in this Prospectus/Proxy Statement and is qualified in its entirety
by the more detailed information contained or incorporated by reference herein.
Purpose of Prospectus/
Proxy Statement: This Prospectus/Proxy Statement
provides information concerning the
1995 Annual Meeting of Shareholders
(the "Annual Meeting") of SIGECO and
also constitutes a Prospectus for the
offering of up to 15,754,826 shares of
SIGCORP Common Stock in connection with
the proposed Exchange and formation of
a holding company system structure as
described herein.
SIGECO and
SIGCORP: SIGECO is an operating public utility,
incorporated June 10, 1912 under the
laws of the State of Indiana. SIGECO 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. SIGCORP, currently an inactive
subsidiary of SIGECO, will become the
holding company parent of SIGECO if the
Exchange described herein is approved
and implemented. SIGCORP will have no
material assets other than the stock of
its subsidiaries, which initially will
consist of SIGECO and SIGECO's three
non-utility subsidiaries. The principal
executive offices of SIGECO and SIGCORP
are located at 20 N.W. Fourth Street,
Evansville, Indiana 47741-0001. The
telephone number, including area code,
is (812) 465-5300.
The Exchange: Pursuant to the Exchange Agreement, a
copy of which is attached as Exhibit A
hereto, the formation of the holding
company structure will be achieved by
the Exchange of each outstanding share
of SIGECO Common Stock for one share of
SIGCORP Common Stock. As a result,
SIGECO will become a wholly-owned
subsidiary of SIGCORP. Adoption of the
Exchange requires the affirmative vote
of the holders of a majority of the
outstanding shares of SIGECO Common
Stock entitled to vote thereon, voting
separately as a single class, and a
majority of the outstanding shares of
SIGECO Common Stock and SIGECO's
preferred stock, $100 par value per
share ("$100 Par Preferred Stock")
taken together. The officers and
directors of SIGECO, as a group,
beneficially own less than 0.6 percent
of the outstanding SIGECO capital stock
entitled to vote at the Annual Meeting.
As soon as practicable following the
Exchange, SIGECO will transfer the
stock of its three non- utility
subsidiaries to SIGCORP. See "The
Exchange--General" and "The
Exchange--Transfer of SIGECO Assets to
SIGCORP." The outstanding shares of
$100 Par Preferred Stock and SIGECO's
Special Preferred Stock, no par value
("Special Preferred Stock"), will
remain outstanding after, and not be
affected by, the Exchange. See "The
Exchange--Treatment of Preferred
Stock".
As described under "The Exchange--Stock
Plan," The Southern Indiana Gas and
Electric Company's 1994 Stock Option
Plan (the "1994 Stock Option Plan")
will be amended to accommodate the
Exchange. A vote in favor of the
Exchange will be considered a vote in
favor of such amendment.
7
<PAGE>
Reasons for the
Restructuring: The primary purpose of forming a
holding company is to further
strengthen the organization. Increased
flexibility as a result of the
reorganization will enhance long-term
earnings potential. Deregulation and
competition are reshaping the utility
marketplace and changing the nature of
the utility business. The holding
company structure offers the best means
of positioning the organization for the
changes and opportunities to come and
will enable the organization to take
advantage of emerging business
opportunities to the benefit of both
shareholders and customers. The primary
focus for SIGCORP will be maintaining
the strength of its core
business--serving SIGECO's electric and
gas customers. The restructuring will
facilitate financial flexibility and
enhance managerial accountability for
separate business activities. The
holding company system structure is
designed to insulate the SIGECO utility
business from the risks of the
non-utility businesses of its
affiliates, and should increase the
energy-related expertise, and skills of
utility employees. See "The
Exchange--Reasons for the
Restructuring".
Vote Required: Only holders of record of shares of
SIGECO Common Stock and shares of $100
Par Preferred Stock on February 10,
1995 (the "Record Date") will be
entitled to notice of and to vote at
the Annual Meeting with respect to
approval of the Exchange and all other
matters to be voted upon at the Annual
Meeting. As of the Record Date, there
were 15,754,826 shares of SIGECO Common
Stock and 185,895 shares of $100 Par
Preferred Stock outstanding. The
affirmative vote of the holders of a
majority of the outstanding shares of
SIGECO Common Stock, voting separately
as a single class, and the holders of a
majority of the outstanding shares
entitled to vote at the meeting, taken
together, are required to approve the
Exchange Agreement. See "The Annual
Meeting--Voting." (Holders of
outstanding shares of Special Preferred
Stock are entitled to notice of the
Annual Meeting, but are not entitled to
vote at the Annual Meeting. In
addition, although shares of Preferred
Stock, no par value ("No Par Preferred
Stock"), of SIGECO would be entitled to
vote at the Annual Meeting, no shares
of such class were issued and
outstanding as of the Record Date.
SIGECO's authorized shares of $100 Par
Preferred Stock, Special Preferred
Stock and No Par Preferred Stock,
whether or not issued, are hereinafter
referred to collectively as "SIGECO
Preferred Stock").
Effectiveness: The Exchange will become effective as
soon as possible after the necessary
shareholder approval and receipt of all
required regulatory approvals. As soon
as practicable following the Exchange,
SIGECO will transfer the stock of its
three non-utility subsidiaries to
SIGCORP.
Regulatory Approvals: Applications for approval of the
restructuring are being made to the SEC
under the Holding Company Act of 1935,
as amended (the "Holding Company Act")
and the Federal Energy Regulatory
Commission ("FERC") under the Federal
Power Act. See "The
Exchange--Regulatory Approvals."
8
<PAGE>
No Exchange of
Certificates: If the Exchange is approved and
completed, it will not be necessary to
surrender SIGECO Common Stock
certificates for certificates of
SIGCORP Common Stock. The certificates
for SIGECO Common Stock will
automatically represent certificates
for a like number of shares of SIGCORP
Common Stock. New certificates bearing
the name "SIGCORP, Inc." will be issued
in the future as outstanding
certificates are presented for transfer
and also upon request of any holder of
SIGECO Common Stock.
Stock Exchange Listings: Application is being made to list
SIGCORP Common Stock on the NYSE. It is
expected that such listing will become
effective on the effective date of the
Exchange, subject to the rules of the
NYSE. The stock exchange ticker symbol
will continue to be "SIG". Quotation of
SIGCORP Common Stock in newspapers is
expected to be under the name
"SIGCORP".
Dividend Policy: The Board of Directors and management
of SIGECO expect that, following the
Exchange, SIGCORP initially will make
quarterly dividend payments on SIGCORP
Common Stock at the rate per share then
most recently declared on SIGECO Common
Stock and on the same schedule of dates
as that now followed by SIGECO. For the
foreseeable future, dividend payments
will depend primarily on the earnings,
financial condition, cash flow and
capital requirements of SIGECO. See
"The Exchange--Dividend Policy" and
"The Exchange--Market Prices of and
Dividends on SIGECO Common Stock".
Federal Income Tax
Consequences: It is intended that the conversion of
SIGECO Common Stock into SIGCORP Common
Stock in the Exchange will not be
taxable under United States Federal
income tax laws, and it is a condition
for the Exchange to become effective
that SIGECO receive an opinion of
counsel satisfactory to the SIGECO
Board of Directors with respect to the
United States Federal income tax
consequences of the Exchange. See "The
Exchange--United States Federal Income
Tax Consequences".
Rights of Dissenting
Shareholders: Dissenting holders of $100 Par
Preferred Stock (but not SIGECO Common
Stock) who comply with the procedural
requirements of the Indiana Business
Corporation Law (the "BCL") described
herein will be entitled to receive the
fair value of their shares if the
Exchange is effected. Any holder of
$100 Par Preferred Stock electing to
exercise such right of dissent must
file with SIGECO prior to the taking of
the vote on the Exchange at the Annual
Meeting a written notice of his or her
intent to demand payment for his or her
shares if the Exchange is effectuated,
and must not vote in favor of the
Exchange. Dissenting holders of SIGECO
Common Stock are not entitled to any
rights of appraisal under the BCL
since, as of the Record Date, SIGECO
Common Stock was registered on the
NYSE. See "The Exchange--Rights of
Dissenting Shareholders."
SIGCORP's Articles of
Incorporation and By-laws: SIGCORP's Restated Articles of
Incorporation and By-laws will be
substantially similar to those of
SIGECO except for the number and type
of authorized shares. See "The
Exchange--Restated Articles of
Incorporation and By-laws of SIGCORP".
9
<PAGE>
Election of Directors: Three persons have been nominated for
election as directors of SIGECO to
serve a term of three years and until
their respective successors shall have
been elected and qualified. If the
holding company proposal is adopted and
consummated, each of the persons then
serving as a director of SIGECO will
also be a director of SIGCORP for the
same term. The SIGCORP Board of
Directors will be divided into three
classes as is SIGECO's Board of
Directors. See "Election of Directors"
and "The Exchange--Directors and
Management".
Selected Consolidated Financial Information of SIGECO:
The following table sets forth consolidated financial information with
respect to SIGECO derived in part from, and qualified by reference to, the
financial statements contained in the documents incorporated by reference
herein.
<TABLE>
<CAPTION>
Selected Consolidated Financial Information--Results of Operations(1)
For Year Ended December 31,
--------------------------------------------------------------
1990 1991 1992 1993 1994
------- ------- ------- ------- -------
(Thousands of dollars, except per share amounts)
<S> <C> <C> <C> <C> <C>
Operating Revenues....................... $322,520 $322,582 $306,905 $329,489 $330,035
Net Operating Income..................... 51,934 53,156 50,895 51,565 52,367
Net Income............................... 37,691 38,513 36,758 39,588 41,025
Preferred Dividends...................... 1,282 1,281 1,267 1,105 1,105
Earnings Available for Common Stock...... 36,409 37,232 35,491 38,483 39,920
Earnings per Average Common Share........ 2.26 2.37 2.25 2.44 2.53
Dividends per Share of Common Stock...... 1.43 1.50 1.56 1.61 1.65
Other Consolidated Financial Information(1)
As of December 31,
--------------------------------------------------------------
1990 1991 1992 1993 1994(1)
------- ------- ------- ------- -------
(Thousands of dollars, except per share amounts)
Total Assets............................. $738,803 $747,445 $762,133 $860,841 $917,240
Long-Term Obligations.................... 255,539 235,691 213,026 274,884 274,467
Preferred Stock.......................... 19,700 19,690 19,605 19,605 19,605
Preferred Stock With Mandatory
Redemption............................. -- -- -- -- --
Common Stock Equity...................... 244,773 258,442 269,514 282,707 299,236
Total Capitalization..................... 520,012 513,823 503,188 576,698 593,308
Book Value Per Share of Common
Stock.................................. 15.59 16.46 17.11 17.94 18.82
- ----------
<FN>
(1) Information for periods ending prior to 1992 do not include the results of
Lincoln Natural Gas Company, Inc., acquired June 30, 1994, due to
immateriality.
</FN>
</TABLE>
10
<PAGE>
THE ANNUAL MEETING
Solicitation and Revocation of Proxies
The Proxy Statement forming a part of this Prospectus/Proxy Statement is
furnished in connection with the solicitation of proxies by the Board of
Directors of SIGECO for use at the Annual Meeting referred to above and at any
adjournment thereof. All duly executed proxies received prior to the Annual
Meeting will be voted in accordance with the terms of such proxies. Shares of
SIGECO Common Stock and $100 Par Preferred Stock represented by proxies that are
returned signed but without instructions for voting will be voted as recommended
by SIGECO's management. Shares of SIGECO Common Stock and $100 Par Preferred
Stock represented by proxies that are returned unsigned or improperly marked
will be treated as abstentions for voting purposes and, in the case of unsigned
proxies only, not counted for purposes of determining a quorum. Abstentions and
broker non-votes are not counted in the tally of shares voted at the meeting.
Any holder of SIGECO Common Stock or $100 Par Preferred Stock entitled to notice
of and to vote at the Annual Meeting (referred to hereinafter as a "SIGECO
shareholder entitled to vote") giving a proxy may revoke it at any time before
it is exercised by notice to SIGECO in writing if received prior to the time of
the Annual Meeting or orally at the Annual Meeting. SIGECO shareholders entitled
to vote do not have dissenters' rights of appraisal with respect to any item
presented at the Annual Meeting, except that with respect to approval of the
Exchange, holders of $100 Par Preferred Stock are entitled to assert rights of
appraisal in accordance with the BCL. See "The Exchange--Rights of Dissenting
Shareholders." The accompanying proxy and this Prospectus/Proxy Statement were
first mailed to SIGECO shareholders entitled to vote on or about February 23,
1995.
With respect to any participant in SIGECO's Automatic Dividend Reinvestment
and Stock Purchase Plan (the "Dividend Reinvestment Plan"), whole shares of
SIGECO Common Stock credited to such participant's account in the Dividend
Reinvestment Plan will be voted by the plan agent (the "Plan Agent") in
accordance with a voting instruction form that will be furnished to such
participant by the Plan Agent, provided the form is completed by such
participant and returned to the Plan Agent. If the separate voting instruction
form is returned signed but without instructions, such participant's Dividend
Reinvestment Plan shares will be voted in accordance with the recommendations of
SIGECO's management. If the separate voting instruction form for the Dividend
Reinvestment Plan shares is not returned to the Plan Agent or if it is returned
unsigned or improperly marked, none of such participant's Dividend Reinvestment
Plan shares will be voted unless such participant votes in person. If any
participant wishes to vote such participant's Dividend Reinvestment Plan shares
in person, a proxy may be obtained upon written request received by the Plan
Agent (Harris Trust & Savings Bank, Reinvestment Services, P.O. Box A3309,
Chicago, Illinois 60690) at least 15 days prior to the meeting.
Matters to be Voted Upon
As of this date, the only known business to be presented at the Annual
Meeting of SIGECO shareholders is (1) the election of three directors of SIGECO
to serve for a term of three years and until their successors are duly elected
and qualified, (2) the consideration of a proposal to approve and adopt an
Exchange Agreement whereby each outstanding share of SIGECO Common Stock will be
exchanged for one share of SIGCORP Common Stock with the result that SIGECO will
become a wholly-owned subsidiary of SIGCORP, and (3) the ratification of the
appointment of Arthur Andersen LLP as SIGECO's auditors for 1995. However, the
enclosed proxy authorizes the proxy holders named therein to vote on all matters
that may properly come before the Annual Meeting and it is the intention of the
proxy holders to take such action in connection therewith as shall be in
accordance with their best judgment. Only shares of SIGECO Common Stock and $100
Par Preferred Stock held by those present at the Annual Meeting or for which
signed proxies are returned will be considered to be represented at the Annual
Meeting. For the purpose of determining a quorum, all shares of SIGECO Common
Stock and $100 Par Preferred Stock represented at the Annual Meeting will be
counted without regard to abstentions or broker non-votes as to any particular
item. With respect to any matter to be voted upon at the Annual Meeting, a
quorum consists of a majority of all shares entitled to vote on such matter.
Notwithstanding the foregoing, with respect to approval of the Exchange for
which holders of SIGECO Common Stock will be voting as a separate class, a
quorum for such class consists of a majority of all shares of such class
entitled to vote on such matter.
11
<PAGE>
Record Date
The Board of Directors of SIGECO has fixed February 10, 1995 as the record
date (the "Record Date") for the determination of SIGECO shareholders entitled
to notice of and to vote at the Annual Meeting. Only SIGECO shareholders of
record on the books of SIGECO at the close of business on the Record Date, will
be entitled to vote at the Annual Meeting or at any adjournments thereof, unless
the Board of Directors of SIGECO fixes a new record date for the adjourned
meeting which it must do if the adjourned meeting date is after July 26, 1995.
Outstanding Voting Securities
SIGECO's voting securities outstanding on the Record Date consisted of
185,895 shares of $100 Par Preferred Stock (consisting of 85,895 shares of 4.8%
Preferred Stock, 25,000 shares of 4.75% Preferred Stock and 75,000 shares of
6.50% Preferred Stock) and 15,754,826 shares of SIGECO Common Stock. Each share
of SIGECO Common Stock and $100 Par Preferred Stock is entitled to one vote,
regardless of class or series, on each matter to be voted upon by SIGECO
shareholders entitled to vote at the Annual Meeting. However, unless the holder
personally appears at the Annual Meeting, shares for which no proxy is returned
(whether registered in the name of the actual holder thereof or in nominee or
street name) will not be voted. Outstanding shares of Special Preferred Stock
are entitled to notice of, but not to vote at, the Annual Meeting.
Voting
The affirmative vote of the holders of a majority of the outstanding shares
of SIGECO Common Stock, voting separately as a single class, and the holders of
a majority of the outstanding shares of SIGECO Common Stock and $100 Par
Preferred Stock, taken together, are required to approve the Exchange Agreement.
Approval of each of the matters to be voted upon at the Annual Meeting other
than approval of the Exchange Agreement requires the affirmative vote of the
holders of a majority of the outstanding shares of SIGECO Common Stock and $100
Par Preferred Stock entitled to vote thereon. Proxies submitted by brokers for
shares beneficially owned by other persons may indicate that all or a portion of
the shares represented by such proxies are not being voted with respect to
approval of the Exchange Agreement. This is because the rules of the NYSE do not
permit a broker to vote shares held in street name with respect to such matters
in the absence of instructions from the beneficial owner of such shares. The
shares represented by broker proxies which are not voted with respect to any
such matter will not be counted in determining whether a quorum is present for
consideration of such matter and will not be considered represented at the
meeting and entitled to vote on approval of such matter.
Proxies marked to abstain from voting with respect to any matter to be
voted upon at the Annual Meeting will have the effect of voting against approval
of such matter.
Cost and Method of Solicitation
The cost of preparing, assembling, printing, and mailing this
Prospectus/Proxy Statement, the enclosed proxy and any other material which may
be furnished to SIGECO shareholders in connection with the solicitation of
proxies for the Annual Meeting will be paid by SIGECO. Proxies may be solicited
by officers and regular employees of SIGECO, personally, by telephone,
telegraph, fax, or mail, and if deemed advisable, SIGECO may also engage the
services of Continental Stock Transfer & Trust Co., 2 Broadway, New York, New
York 10004 and/or D. F. King & Co., Inc., 77 Water Street, New York, New York
10005. It is anticipated that the cost of such solicitations will not exceed
$15,000 plus reasonable out-of-pocket expenses. SIGECO may also reimburse
brokers, banks, nominees and other fiduciaries, for postage and reasonable
clerical expenses of forwarding the proxy material to beneficial owners of
SIGECO Common Stock and $100 Par Preferred Stock.
Security Ownership of Certain Beneficial Owners
As of December 31, 1994, each of the following SIGECO shareholders was
known to the management of SIGECO to be the beneficial owner of more than five
percent of the outstanding shares of any class of voting securities as set forth
below.
12
<PAGE>
<TABLE>
<CAPTION>
Amount and
Nature of
Name and Address of Beneficial Percent
Title of Class Beneficial Owner Ownership of Class
- ------------------- ---------------- ---------- -------
<S> <C> <C> <C>
$100 Par Preferred HAMAC & Co. 18,000 Shares 9.7%
Stock c/o Crestar Bank Registered Owner
Box 26246
Richmond, VA 23261
IDS Certificate Company 75,000 Shares 40.3%
c/o IDS Financial Services, Inc. Registered Owner
3000 IDS Tower 10
Minneapolis, MN 55440
</TABLE>
THE EXCHANGE
General
The Board of Directors and management of SIGECO consider it to be in the
best interests of SIGECO, its shareholders and customers to change the corporate
organization of SIGECO into a holding company structure. The Exchange will
result in SIGECO becoming a wholly-owned subsidiary of SIGCORP, with the present
holders of SIGECO Common Stock becoming the holders of the SIGCORP Common Stock.
To achieve this restructuring, SIGECO will use SIGCORP, a presently
inactive subsidiary of SIGECO. SIGECO and SIGCORP have approved the Exchange
Agreement under which, subject to shareholder approval as required by the BCL,
the Exchange will be effected and SIGECO will become a subsidiary of SIGCORP. In
the Exchange, each share of SIGECO Common Stock will be converted into one share
of SIGCORP Common Stock. A copy of the Exchange Agreement is attached to this
Prospectus/Proxy Statement as Exhibit A and incorporated herein by reference. It
is not expected that the Exchange will affect the position of the present
shareholders of SIGECO for United States Federal income tax purposes. See "The
Exchange--United States Federal Income Tax Consequences." Adoption of the
Exchange Agreement is subject to various approvals by regulatory authorities.
See "The Exchange--Regulatory Approvals".
The other securities of SIGECO, including its first mortgage bonds,
pollution control loan obligations and each series of SIGECO Preferred Stock,
will not be changed by the Exchange and each will continue to be outstanding
securities of SIGECO. See "The Exchange--Treatment of Preferred Stock".
The primary purpose of forming a holding company is to further strengthen
the organization. Increased flexibility as a result of the reorganization will
enhance long-term earnings potential. Deregulation and competition are reshaping
the utility marketplace and changing the nature of the electric and gas utility
businesses. The holding company structure offers the best means of positioning
the organization for the changes and opportunities to come and will enable the
organization to take advantage of emerging business opportunities to the benefit
of both shareholders and customers. The primary focus for SIGCORP will be
maintaining the strength of its core business--serving SIGECO's electric and gas
customers. Participation in other opportunities is expected to be closely
related to the energy business. The Board of Directors and management
unanimously recommend a vote FOR the approval of the Exchange as proposed in the
accompanying Notice. See "The Exchange--Reasons for the Restructuring."
SIGECO
SIGECO is an operating public utility, incorporated on June 10, 1912 under
the laws of the State of Indiana. The principal executive offices of SIGECO are
located at 20 N.W. Fourth Street, Evansville, Indiana 47741-0001. Its telephone
number, including area code, is (812) 465-5300.
SIGECO 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. SIGECO
is subject to regulation by the Indiana Utility Regulatory Commission (the
"IURC") as to rates, service, accounts, issuance of securities and in other
respects as provided by Indiana law. FERC has jurisdiction under the Federal
Power Act over certain of the electric utility facilities and operations,
accounting practices and wholesale electric rates of SIGECO. SIGECO is presently
exempt from all the provisions of the Holding Company Act, except provisions
thereof relating to the acquisition of securities of other public utility
companies. After the Exchange, SIGCORP will be entitled to a similar exemption.
13
<PAGE>
In each case, the exemption is subject to termination if the SEC finds that
there is a question as to whether the exemption is appropriate or may be
detrimental to the public interest or the interest of investors or consumers.
SIGECO owns 33% of Community Natural Gas Company, an Indiana corporation
("CNG"). SIGECO also owns 100% of Lincoln Natural Gas Company, an Indiana
corporation ("LNG"). Following the Exchange, SIGECO will continue to own 33% of
CNG and 100% of LNG.
Southern Indiana Properties, Inc., an Indiana corporation ("SIPI"), a
wholly-owned subsidiary of SIGECO, was formed by SIGECO to conduct non-utility
investment activities while segregating such activities from SIGECO's regulated
utility business. Net income for the years 1994, 1993, and 1992 was $3,267,000,
$2,525,000 and $2,321,000, respectively, and is included in "Other, net" in the
Consolidated Statements of Income of SIGECO incorporated herein. SIPI's
investment activities consist principally of investments in partnerships
(primarily in real estate), leveraged leases, and marketable securities.
Energy Systems Group, Inc., an Indiana corporation ("ESGI"), was formed as
a wholly-owned subsidiary of SIGECO by the Board of Directors in March 1994.
ESGI works with industrial and commercial customers to install controls and
equipment to help them use energy more efficiently. ESGI was recently awarded
its first contract, valued at approximately $1,200,000, with the Pike County
School Corporation. They will be working at eight different Indiana locations
within the school corporation installing equipment customized for each site. As
project manager, ESGI will be utilizing local engineering firms and contractors
to perform the on-site work.
ESGI will be compensated out of the energy savings to the school corporation.
Southern Indiana Minerals, Inc., an Indiana corporation ("SIMI"), was also
recently formed as a wholly-owned SIGECO subsidiary. SIMI was established to
process and market coal combustion by-products at SIGECO's power plants, which
includes flue gas desulfurization sludge and coal ash.
Reasons for the Restructuring
The primary purpose of forming a holding company is to further strengthen
the organization. Increased flexibility as a result of the reorganization will
enhance long-term earnings potential.
Deregulation and competition are reshaping the utility marketplace and
changing the nature of the electric and gas utility businesses. The holding
company structure offers the best means of positioning the organization for
future changes and opportunities and will enable the organization to take
advantage of emerging business opportunities to the benefit of both shareholders
and customers.
The primary focus of SIGCORP will be maintaining the strength of its core
business--serving SIGECO's electric and gas customers. Participation in other
opportunities is expected to be closely related to the energy business. Through
its non-regulated subsidiaries, SIGCORP will be in a position to quickly take
advantage of increasing opportunities in non-utility activities.
The proposed restructuring will permit affiliates of SIGECO to take
advantage of competitive non-utility business activities. The holding company
system structure is designed to insulate SIGECO's utility business from the
risks of the non-utility affiliates, and should increase the energy-related
expertise, knowledge and skills of utility employees.
With the holding company structure, the shareholder funds which are not
currently required for investment in utility facilities may be redeployed by
SIGCORP to non-regulated subsidiaries or investment portfolios providing
opportunities for increased earnings. SIGCORP will be able to take advantage of
these investment opportunities more quickly than could the utility. One area of
such investment may include activities to stimulate a faster pace of economic
growth in the utility's service area. This should benefit shareholders through
earnings potential of the investment and increased utility earnings resulting
from greater sales brought on by economic growth.
The holding company structure will provide a clear separation of the
utility from non-regulated businesses and investments. Any non-regulated
investments will be organized as separate subsidiaries of SIGCORP. Any benefits
or detriments that result from the business conducted through such subsidiaries
are expected to flow primarily to the common shareholders of SIGCORP.
The Board of Directors has unanimously approved the Exchange and believes
that it is in the best interests of SIGECO's shareholders. THE BOARD OF
14
<PAGE>
DIRECTORS RECOMMENDS APPROVAL AND ADOPTION OF THE EXCHANGE AND URGES EACH
SHAREHOLDER TO VOTE "FOR" APPROVAL OF THE EXCHANGE.
Agreement and Plan of Exchange
The Exchange Agreement in the form attached hereto as Exhibit A has been
unanimously approved by the Boards of Directors of SIGECO and SIGCORP and by
SIGECO as sole shareholder of SIGCORP. In the Exchange, each outstanding share
of SIGECO Common Stock will be exchanged for one share of SIGCORP Common Stock.
In addition, each outstanding share of each series of SIGECO Preferred Stock
will continue unchanged as an issued and outstanding share of SIGECO Preferred
Stock with the same preferences, designations, relative rights, privileges and
powers, and subject to the same restrictions, limitations and qualifications as
now provided in SIGECO's Amended and Restated Articles of Incorporation
("SIGECO's Articles"). As a result of the Exchange, SIGECO will become a
wholly-owned subsidiary of SIGCORP, and all of the SIGCORP Common Stock
outstanding immediately after the Exchange is effective will be owned by the
holders of SIGECO Common Stock outstanding immediately before the Exchange is
effective.
The SIGECO Preferred Stock and the outstanding first mortgage bonds and
pollution control loan obligations of SIGECO and the terms thereof will not be
altered as a result of the Exchange. SIGECO's Articles will not be changed in
any way as a result of the Exchange.
Except for transfers related to dividends or other distributions related to
common stock (see "Dividend Policy" below) and except for the transfer of
ownership in the three non-utility subsidiaries of SIGECO, it is not anticipated
that SIGECO will make transfers of assets without consideration to SIGCORP or to
any other subsidiaries of SIGCORP following the Exchange, nor does SIGECO
presently foresee any circumstances which would warrant such transfers.
Amendment or Termination
SIGECO and SIGCORP may amend, modify or supplement the Exchange Agreement
in such manner as may be agreed upon by them at any time before or after
approval of the Exchange Agreement by the shareholders of SIGECO; provided,
however, that no amendment, modification or supplement shall be made which
would, in the judgment of the Board of Directors of SIGECO, materially and
adversely affect the shareholders of SIGECO.
The Exchange Agreement may be terminated, at any time before or after its
approval by the shareholders of SIGECO, by action of the Board of Directors of
SIGECO if the Board determines, in its sole discretion, that consummation of the
Exchange would be inadvisable or not in the best interests of SIGECO or its
shareholders. In making such determination, the Board of Directors would
consider, among other things, the nature of the SEC approval under the Holding
Company Act, the nature of FERC approval under the Federal Power Act, or the
nature of any further regulatory approval requirements not now anticipated.
SIGECO is unable to predict under what other circumstances the Exchange might be
terminated and abandoned.
Certain Considerations
The three non-utility companies currently subsidiaries of SIGECO will
become SIGCORP subsidiaries on, or as soon as practicable after, the effective
date of the Exchange. See "The Exchange--Transfer of SIGECO Assets to SIGCORP."
SIGCORP may form or acquire other unregulated subsidiaries in the future to help
certain large commercial and industrial electrical customers of SIGECO to build
and maintain on-site generation or co-generation plants or to provide other
energy related services. The three current non-utility subsidiaries of SIGECO
and any future non-utility subsidiaries of SIGCORP are hereinafter referred to
as "Non-Utility Subsidiaries."
It is the current intention of SIGCORP for Non-Utility Subsidiaries to
engage only in energy related businesses which will not be regulated by state or
Federal agencies which regulate public utilities. Such businesses may involve
competitive and other factors not previously experienced by SIGECO, and may have
different, and perhaps greater, investment risks than those involved in the
regulated utility business of SIGECO. There can be no assurance that such
businesses will be successful or, if unsuccessful, that they will not have a
direct or indirect adverse effect on SIGCORP. Any losses incurred by such
businesses will not be recoverable in utility rates of SIGECO.
The unregulated businesses of any new Non-Utility Subsidiaries are expected
for the foreseeable future to comprise an immaterial amount of the consolidated
assets, and to provide an immaterial amount of the consolidated revenues, of
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SIGCORP because SIGECO currently has more than $900 million of assets and more
than $325 million of annual revenues.
SIGCORP will obtain funds to invest in Non-Utility Subsidiaries from
dividends SIGCORP receives on its SIGECO Common Stock, borrowings or the
issuance of additional securities by SIGCORP and any dividends it may in the
future receive from any earnings of Non-Utility Subsidiaries, although there can
be no assurance that Non-Utility Subsidiaries will have any earnings, or pay any
dividends to SIGCORP, in the foreseeable future.
Regulatory Approvals
An application is being made to FERC for approval under the Federal Power
Act of the Exchange.
SIGCORP is also applying to the SEC under the Holding Company Act for
approval of the Exchange under Sections 9(a)(2) and 10 of the Holding Company
Act and for an exemption under Section 3(a)(1) of the Holding Company Act. That
exemption would exempt SIGCORP and its subsidiaries, upon completion of the
Exchange, from all the provisions of the Holding Company Act except Section
9(a)(2) thereof, which relates to the acquisition of securities of other public
utility companies. The basis for the exemption would be that SIGCORP and all of
its "material" utility subsidiaries are predominantly intrastate (i.e.,
incorporated and located in Indiana). See "The Exchange--Regulation of SIGCORP".
Receipt of orders from FERC under the Federal Power Act and the SEC under
the Holding Company Act, and any other required regulatory approvals, in forms
satisfactory to SIGECO, is a condition precedent to consummation of the
Exchange.
Regulation of SIGCORP
Upon consummation of the Exchange, SIGCORP, as the owner of all the
outstanding SIGECO Common Stock, will thereby become a "holding company" under
the Holding Company Act. As described above, however, it is anticipated that
SIGCORP will be granted an exemption under the Holding Company Act and, as such,
will be an exempt holding company. As is the case for SIGECO presently, prior
approval of the SEC under the Holding Company Act would be required if SIGCORP
were to acquire 5% or more of the voting securities of any other electric or gas
utility company.
Under the Holding Company Act and current policies of the SEC there are
limitations on the extent to which exempt holding companies (such as SIGCORP,
assuming approval of an exemption by the SEC) may diversify into businesses not
functionally related to the electric and gas utility businesses. It is not
anticipated that these limitations will have any significant impact on SIGCORP
in the foreseeable future.
Under the Holding Company Act and current SEC policies, there are
limitations on the extent to which SIGCORP could expand the utility business of
SIGECO or any other material utility subsidiary outside of Indiana.
If any limitations regarding diversification or location of businesses were
exceeded, SIGCORP's exempt status under the Holding Company Act could be
jeopardized. SIGCORP has no present intention to engage in any activity which
would require it to register as a holding company and thereby subject it to
regulation under the Holding Company Act.
SIGECO and SIGCORP have been advised by counsel that so long as SIGCORP is
not a public utility, it will not be subject under present Federal law to
regulation by FERC other than in instances which, directly or indirectly,
involve an affiliation with a public utility.
Business of SIGCORP
Upon completion of the Exchange, SIGCORP will be a holding company owning
all of the outstanding shares of SIGECO Common Stock and may engage, directly or
through subsidiaries, in other businesses. For the forseeable future, the
primary focus for SIGCORP will be maintaining the strength of its core
business--serving SIGECO's electric and gas customers.
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Transfer of SIGECO Assets to SIGCORP
On or as soon as practicable after the effective date of the Exchange,
SIGECO will transfer to SIGCORP the stock of its three non-utility subsidiaries
(SIPI, ESGI and SIMI) as a dividend on the SIGECO Common Stock held by SIGCORP.
Except for dividends or other distributions with respect to SIGECO Common
Stock held by SIGCORP, it is not expected that SIGECO will transfer any of its
assets to SIGCORP or any SIGCORP subsidiaries without adequate consideration.
Rights of Dissenting Shareholders
Holders of SIGECO Common Stock who object to the Exchange will not be
entitled to assert dissenters' rights of appraisal under Sections 23-1-44-1
through 23-1-44-20 of the BCL with respect to the shares of SIGECO Common Stock
held by them since, as of the Record Date, SIGECO Common Stock was listed on the
NYSE.
The BCL provides dissenters' rights of appraisal for the holders of $100
Par Preferred Stock who object to the Exchange and meet the requisite statutory
requirements contained in Sections 23-1-44-1 through 23-1-44-20 of the BCL.
Under the BCL, if the Exchange Agreement is approved by SIGECO shareholders
entitled to vote and the Exchange is consummated, any holder of $100 Par
Preferred Stock who wishes to assert dissenters' rights must do all of the
following: (a) deliver to SIGECO before the vote is taken, written notice of his
intent to demand payment for his shares of $100 Par Preferred Stock, (b) not
vote such shares in favor of the Exchange, and (c) upon receipt of the required
dissenters' notice from SIGECO, demand payment, certify whether he acquired
beneficial ownership of the shares before the date set forth in the dissenters'
notice and deposit the certificate or certificates representing the shares in
accordance with the terms of the notice. At the effective time of the Exchange,
SIGECO will pay to such shareholder the amount SIGECO estimates to be the "fair
value" of such shares of $100 Par Preferred Stock as of the time immediately
prior to the consummation of the Exchange.
A $100 Par Preferred Stock shareholder who does not satisfy each of the
aforementioned requirements is not entitled to payment for such shareholder's
shares of $100 Par Preferred Stock under the dissenters' rights provisions of
the BCL and will be bound by the terms of the Exchange. Notwithstanding the
foregoing, a $100 Par Preferred Stock shareholder who satisfies requirements (a)
and (b) above, but acquired beneficial ownership of his shares on or after the
announcement date set forth in the dissenters' notice from SIGECO (see (b) under
"--Notice and Demand" below) will be entitled to payment; however, SIGECO can
elect to withhold such payment unless such shareholder agrees to accept, in full
satisfaction of such shareholder's demand, the amount offered by SIGECO.
A $100 Par Preferred Stock shareholder may dissent as to less than all of
the shares of $100 Par Preferred Stock registered in his name only if such
shareholder dissents with respect to all shares beneficially owned by any one
person and notifies SIGECO in writing of the name and address of each person on
whose behalf such shareholder asserts dissenters' rights. The rights of a
partial dissenter are determined as if the shares of $100 Par Preferred Stock as
to which the shareholder dissents and his other shares of $100 Par Preferred
Stock were registered in the names of different shareholders. A beneficial
shareholder may assert dissenters' rights as to shares held on such
shareholder's behalf only if such shareholder (a) submits to SIGECO the record
shareholder's written consent to the dissent not later than the time the
beneficial shareholder asserts dissenters' rights and (b) asserts dissenters'
rights with respect to all shares of $100 Par Preferred Stock of which the
shareholder is the beneficial shareholder or over which such beneficial
shareholder has the power to direct the vote.
Set forth below is a summary of the procedures relating to the exercise of
dissenters' rights under the BCL. The following summary does not purport to be a
complete statement of, and is qualified in its entirety by reference to, the
provisions of Sections 23-1-44-1 through 23-1-44-20 of the BCL, a copy of which
is attached as Exhibit C hereto and to any amendments to such sections as may be
adopted after the date of this Prospectus/Proxy Statement.
Written Notice. The BCL requires that a holder of $100 Par Preferred Stock
who wishes to assert dissenters' rights (a) deliver to SIGECO before the vote is
taken, written notice of such shareholder's intent to demand payment for shares
of $100 Par Preferred Stock if the Exchange is consummated and (b) not vote such
shares of $100 Par Preferred Stock in favor of the Exchange. Each $100 Par
Preferred Stock shareholder who complies with the foregoing requirements is
hereinafter referred to as a "Dissenting Shareholder." ANY NOTICE BY A
DISSENTING SHAREHOLDER MUST BE RECEIVED BY SIGECO AT 20 N.W. FOURTH STREET,
EVANSVILLE, INDIANA 47741, ATTENTION: A.E. GOEBEL, SECRETARY, PRIOR TO THE VOTE
TO BE TAKEN AT THE ANNUAL MEETING.
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Notice and Demand. Within ten days after the date on which the Exchange is
approved by SIGECO shareholders, SIGECO must deliver a written dissenters'
notice to each Dissenting Shareholder. The dissenters' notice will (a) state
where the payment demand must be sent and where and when certificates for shares
of $100 Par Preferred Stock must be deposited, (b) supply a form for demanding
payment that includes the date of the first announcement to the news media or to
SIGECO shareholders of the terms of the proposed Exchange and which requires
that the Dissenting Shareholder certify whether or not he acquired beneficial
ownership of $100 Par Preferred Stock before such date, (c) set a date by which
SIGECO must receive the payment demand, which date will be not less than 30 nor
more than 60 days from the date such dissenters' notice is delivered, and (d) be
accompanied by the relevant sections of the BCL. A Dissenting Shareholder who
wishes to assert dissenters' rights must demand payment, certify whether he
acquired beneficial ownership of the shares of $100 Par Preferred Stock before
the announcement date set forth in the dissenters' notice and deposit the $100
Par Preferred Stock in accordance with the terms of the dissenters' notice.
At the effective time of the Exchange, SIGECO must pay each Dissenting
Shareholder that has complied with the provisions of the BCL the amount
estimated to be the fair value of such Dissenting Shareholder's shares of $100
Par Preferred Stock and provide to each such Dissenting Shareholder certain
financial data relating to SIGECO and other specified information as required by
the BCL. If the proposed Exchange is not effected within 60 days after the date
set for demanding payment and depositing share certificates, SIGECO will return
the deposited certificates and, if the Exchange is subsequently effected, SIGECO
will deliver a new dissenters' notice and repeat the payment demand procedure.
SIGECO may elect to withhold payment from a Dissenting Shareholder who acquired
beneficial ownership of $100 Par Preferred Stock after the date set forth in the
dissenters' notice as the date of the first announcement of the terms of the
proposed Exchange. If SIGECO so elects to withhold payment, it must, after the
effective time of the Exchange, estimate the fair value of the shares of $100
Par Preferred Stock and pay such amount and provide certain other specified
information, as set forth in the BCL, to each such Dissenting Shareholder who
agrees to accept it in full satisfaction of such shareholder's demand.
Court Proceedings. If (a) a Dissenting Shareholder believes that the amount
offered or paid is less than the fair value of such Dissenting Shareholder's
shares of $100 Par Preferred Stock, or (b) SIGECO fails to make payment within
60 days after the date set forth for demanding payment, or (c) SIGECO having
failed to effect the Exchange, does not return the deposited certificates within
60 days after the date set for demanding payment, a Dissenting Shareholder may,
within 30 days after the payment was made or offered, notify SIGECO in writing
of such Dissenting Shareholder's own estimate of the fair value of the shares of
$100 Par Preferred Stock, and demand payment of such fair value (less any
payments previously received by such Dissenting Shareholder). A Dissenting
Shareholder waives the right to demand payment as described in this paragraph
unless such Dissenting Shareholder notifies SIGECO thereof within 30 days after
SIGECO made or offered payment for such Dissenting Shareholder's shares of $100
Par Preferred Stock. If a Dissenting Shareholder's demand for payment remains
unsettled, SIGECO must (a) commence a proceeding in the circuit or superior
court within 60 days after receiving the payment demand to determine the fair
value of the shares of $100 Par Preferred Stock or (b) pay to each Dissenting
Shareholder the amount demanded. The costs of a proceeding, including the
reasonable compensation and expenses of appraisers appointed by the court, will
generally be assessed against SIGECO. The court may, however, assess such court
costs, including the fees and expenses of counsel and experts, against any party
thereto, including SIGECO or any Dissenting Shareholder, if such party is found
by the court to have acted arbitrarily, vexatiously or not in good faith with
respect to the exercise of dissenters' rights under the BCL.
Effective Date of the Transactions
The Exchange will become effective as of the date to be selected by SIGECO
as provided in the Exchange Agreement. It is expected that the effective date
will occur as soon as practicable after the required approval by shareholders of
SIGECO and the receipt of necessary regulatory approvals under applicable law.
SIGECO cannot predict when such approvals will be in place. See "The
Exchange--Regulatory Approvals". SIGECO is hopeful that the Exchange will occur
in 1995. Contemporaneously with, or as soon as practicable following, the
Exchange, SIGECO will transfer ownership of its three non-utility subsidiaries
to SIGCORP.
Exchange of Stock Certificates Not Required
If the Exchange takes place, it will not be necessary for holders of SIGECO
Common Stock to physically exchange their existing stock certificates for stock
certificates of SIGCORP. The holders of SIGECO Common Stock will become the
owners of shares of SIGCORP Common Stock on a share-for-share basis, and the
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present stock certificates of SIGECO will automatically represent shares of
SIGCORP Common Stock. After the Exchange, as presently outstanding certificates
of SIGECO Common Stock are presented for transfer, new certificates bearing the
name "SIGCORP, Inc." will be issued. New certificates for SIGCORP Common Stock
will also be issued in exchange for certificates of SIGECO upon the request of
any holder thereof.
United States Federal Income Tax Consequences
The Exchange Agreement provides that the Exchange proposed restructuring
will not occur unless SIGECO receives an opinion of counsel, satisfactory to
SIGECO's Board of Directors, with respect to certain of the United States
Federal income tax consequences of the Exchange to the effect that:
(1) Holders of SIGECO Common Stock will recognize no gain or loss upon
the exchange of their SIGECO Common Stock for SIGCORP Common Stock under
Section 351(a) of the Internal Revenue Code of 1986, as amended (the
"Code").
(2) Non-dissenting holders of SIGECO Preferred Stock will recognize no
gain or loss in connection with the Exchange.
(3) The basis in SIGCORP Common Stock received by holders of SIGECO
Common Stock will be the same as their basis in SIGECO Common Stock
exchanged therefor under Section 358(a)(1) of the Code.
(4) The holding period of SIGCORP Common Stock received by the holders
of SIGECO Common Stock will include the period during which they held
SIGECO Common Stock exchanged therefor, provided SIGECO Common Stock is
held as a capital asset in the hands of such holders of SIGECO Common Stock
on the date of the Exchange under Section 1223(1) of the Code.
(5) SIGCORP will recognize no gain or loss upon its receipt of SIGECO
Common Stock from holders of SIGECO Common Stock in exchange for SIGCORP
Common Stock.
The foregoing discussion is for general information only and does not cover
the tax consequences of the Exchange under state, local or other tax laws. Each
shareholder of SIGECO is urged to consult with his or her own tax advisor with
respect to the specific tax consequences to him or her, including the effects of
such laws.
Treatment of Preferred Stock
The Exchange, as proposed, will not result in any change in any of the
outstanding series of $100 Preferred Stock or Special Preferred Stock. There are
presently no shares of No Par Preferred Stock issued and outstanding.
Management's decision to have SIGECO Preferred Stock continue as securities of
SIGECO is based upon, among other things, a desire not to alter, or potentially
alter, the nature of the investment represented by such stock, as well as the
need of SIGECO not to foreclose future issuances of SIGECO Preferred Stock to
help meet its capital requirements. The electric and gas utility operations of
SIGECO presently constitute, and are expected to continue to constitute for the
foreseeable future, the predominant part of SIGCORP's consolidated assets and
earning power. Accordingly, it is believed that by remaining securities of
SIGECO, SIGECO Preferred Stock will retain its investment rating, as well as its
qualification for legal investment. SIGECO Preferred Stock will continue to rank
senior to SIGECO Common Stock as to dividends and as to assets of SIGECO upon
any liquidation.
Although the restructuring, if consummated, is not expected to adversely
affect the SIGECO Preferred Stock outstanding, any growth of assets and earnings
of SIGCORP other than such growth of assets and earnings attributable to SIGECO,
will be of no direct benefit of the holders of such stock. As more fully
discussed under "The Exchange--Rights of Dissenting Shareholders" above, holders
of SIGECO Preferred Stock have no dissenters' rights in connection with the
matters to be voted upon at the Annual Meeting other than the approval of the
Exchange for which holders of $100 Par Preferred Stock are entitled to
dissenters' rights of appraisal.
After the Exchange is consummated, SIGECO will continue to be a reporting
company under the Exchange Act.
Dividend Policy
Dividends on the SIGCORP Common Stock will depend in the foreseeable future
primarily upon the earnings, financial condition, cash flow and capital
requirements of SIGECO. It is contemplated that SIGCORP initially will make
quarterly dividend payments on its Common Stock at the rate per share then
applicable to the SIGECO Common Stock. In addition, it is expected that such
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quarterly dividends on SIGCORP Common Stock will be declared and paid on the
same schedule of dates as that now followed by SIGECO with respect to common
stock dividends. The quarterly dividend most recently declared by the Board of
Directors of SIGECO was $.4225 per common share payable March 20, 1995 to
holders of record of SIGECO Common Stock on February 10, 1995. See "The
Exchange--Market Prices of and Dividends on SIGECO Common Stock."
The ability of SIGCORP to pay dividends on its Common Stock in the future
may be limited by any covenants which may limit the right of SIGECO to pay
dividends on or to acquire its Common Stock. Existing covenants will not be
altered by the proposed restructuring. Dividends are payable on SIGECO Common
Stock as and when declared by its Board of Directors out of funds legally
available therefor after full cumulative dividends upon outstanding $100 Par
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 therefor 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.
SIGECO's Articles in effect restrict the payment of cash dividends on
SIGECO Common Stock to accumulated surplus available for distribution to SIGECO
Common Stock earned subsequent to December 31, 1943, and require 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 $100 Par Preferred Stock, No Par Preferred Stock and, to
the extent applicable, Special Preferred Stock. The amount restricted against
cash dividends on SIGECO Common Stock at December 31, 1994 under this
restriction was $2,209,642, leaving $215,823,713 unrestricted for the payment of
dividends. In addition, SIGECO's Articles provide that surplus otherwise
available for the payment of dividends on SIGECO Common Stock shall be
restricted to the extent that surplus is included in a calculation required to
permit SIGECO to issue, sell or dispose of stock senior to SIGECO Common Stock.
An order of the SEC dated October 12, 1944 under the Holding Company Act in
effect restricts the payment of cash dividends on SIGECO Common Stock to 75% of
net income available for distribution to SIGECO Common Stock, earned subsequent
to December 31, 1943, if the percentage of SIGECO Common Stock equity to total
capitalization and surplus, as defined, is less than 25%. At December 31, 1994,
the ratio of SIGECO Common Stock equity to total capitalization and surplus
amounted to approximately 48.4%.
Payment of dividends on SIGECO Common Stock is also restricted by certain
provisions of SIGECO'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 SIGECO's first mortgage bonds are outstanding. The
Mortgage in effect restricts the payment of cash dividends on SIGECO Common
Stock to the accumulated surplus available for distribution to SIGECO 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 SIGECO are less
than amounts specified in the Mortgage. No amount was restricted against cash
dividends on SIGECO Common Stock at December 31, 1994 under this provision.
Dividends on SIGECO Preferred Stock will continue to be paid at the times
and at the rates provided for in the various series of such stock, depending
upon the financial condition and other factors affecting SIGECO and subject to
declaration by the Board of Directors of SIGECO.
After the Exchange, SIGECO may, from time to time, also pay special
dividends to SIGCORP or make other distributions on SIGECO Common Stock to
provide funds to SIGCORP for its corporate purposes and to adjust the capital
structure of SIGECO.
Listing of SIGCORP Common Stock
SIGCORP will apply to list its Common Stock on the NYSE. It is expected
that such listing will become effective on the effective date of the Exchange,
subject to the rules of such exchange. After the effective date of the Exchange,
SIGECO Common Stock will no longer meet the requirements for listing on the NYSE
because all of SIGECO Common Stock will be held by one shareholder, SIGCORP. The
NYSE ticker symbol for SIGCORP Common Stock will continue to be "SIG" and
quotation of SIGCORP Common Stock in newspapers is expected to be under the name
"SIGCORP".
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SIGCORP Capitalization
The authorized capital stock of SIGCORP consists of 75,000,000 shares of
Common Stock, without par value, and 10,000,000 shares of preferred stock,
without par value ("SIGCORP Preferred Stock"). The relative rights of SIGCORP
Common Stock and SIGCORP Preferred Stock are substantially the same as the
relative rights of SIGECO Common Stock and SIGECO's Special Preferred Stock,
respectively.
SIGCORP Common Stock has no preemptive rights. The shares of SIGCORP Common
Stock for which SIGECO Common Stock will be exchanged upon consummation of the
Exchange and which will constitute all outstanding shares of SIGCORP Common
Stock at that time, will be validly issued, fully paid and nonassessable. After
the Exchange, the number of shares of SIGCORP Common Stock outstanding will be
equal to the number of shares of SIGECO Common Stock outstanding prior to the
Exchange. Each share of SIGCORP Common Stock will be equal to every other share
in every respect. The shares of SIGCORP Common Stock will entitle the holders
thereof to one vote per share upon all matters upon which shareholders of
SIGCORP have the right to vote. Shareholders of SIGCORP Common Stock will not
have the right to cumulate their votes in electing directors. Subject to the
prior rights, if any, of holders of SIGCORP Preferred Stock that may be issued
in the future (described below), holders of SIGCORP Common Stock are entitled to
receive such dividends as and when declared from time to time by the Board of
Directors of SIGCORP out of funds legally available therefore and to share pro
rata in any distribution to shareholders. SIGCORP Common Stock is not subject to
redemption and does not have any conversion or sinking fund provisions. In the
event of any liquidation, dissolution or winding up of SIGCORP, the holders of
SIGCORP Common Stock are entitled to receive pro rata all assets of SIGCORP, if
any, remaining after payment of all debts and payment of the full preferential
amounts fixed for SIGCORP Preferred Stock.
The SIGCORP Preferred Stock may be issued in series. The Board of Directors
of SIGCORP will determine, for each series of SIGCORP Preferred Stock, the
designations, preferences, limitations and relative rights thereof to the full
extent permitted by law. Unlike holders of SIGECO Preferred Stock (other than
Special Preferred Stock) holders of SIGCORP Preferred Stock will only have the
right to vote (other than as may be required by law) if, and to the extent, the
Board of Directors so specifies when establishing the rights and preferences of
a particular series.
Restated Articles of Incorporation and By-laws of SIGCORP
SIGECO and SIGCORP are both Indiana corporations. SIGCORP's Restated
Articles of Incorporation ("SIGCORP's Articles") have been prepared in
accordance with the BCL and give SIGCORP broad corporate powers to engage in any
lawful activity for which a corporation may be formed under the laws of the
State of Indiana. When the Exchange becomes effective, holders of SIGECO Common
Stock will become holders of SIGCORP Common Stock, and their rights will be
governed by SIGCORP's Articles instead of SIGECO's Articles. The references to
SIGECO's Articles below are qualified in their entirety by reference to the
information included in the material incorporated by reference herein.
Articles. SIGECO's Articles have been filed with the SEC as an exhibit to
its Annual Report on Form 10-K which is incorporated by reference in this
Prospectus/Proxy Statement. SIGECO's Articles include provisions that set
staggered terms for the Board of Directors, specify that a director can only be
removed for cause and then only with the approval of the holders of not less
than 70% of the voting stock of SIGECO, require a request from the holders of
not less than 70% of the voting stock of SIGECO for shareholders to require a
special meeting of shareholders and require the affirmative vote of at least 70%
of the voting stock of SIGECO to approve a merger or consolidation (or certain
other corporate transactions) not approved by a majority of disinterested
directors or in connection with which certain criteria for fair pricing have not
been satisfied. These provisions, singly or in the aggregate, could have the
effect of delaying, deferring or preventing a change in control of SIGECO.
SIGCORP's Articles contain similar provisions.
By-laws: The By-laws of SIGCORP are substantially similar to the By-laws of
SIGECO.
Authorized Shares: SIGCORP will have 75,000,000 authorized shares of common
stock compared with 50,000,000 for SIGECO. SIGECO has 800,000 authorized shares
of $100 Par Preferred Stock; 5,000,000 authorized shares of No Par Preferred
Stock; and 5,000,000 authorized shares of Special Preferred Stock. SIGCORP will
have 10,000,000 authorized shares of preferred stock, without par value, the
relative rights of which are substantially the same as those of SIGECO's Special
Preferred Stock. See "The Exchange--SIGCORP Capitalization."
If at any time that SIGECO fails to pay four full quarterly dividends on
outstanding $100 Par Preferred Stock or No Par Preferred Stock, the holders of
$100 Par Preferred Stock and No Par Preferred Stock have the right to elect,
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voting separately as one class, the smallest number of directors which will
constitute a majority of the Board of Directors of SIGECO (in such vote, each
$100 Par 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 $100 Par Preferred Stock). Such voting rights
with respect to the election of directors continues until all arrears and
dividends have been paid in full. If this situation were to arise, SIGCORP would
cease to control the affairs of SIGECO prior to such full payment.
The effect of the existence of unissued common or preferred stock may be to
enable SIGCORP's Board of Directors to render more difficult or to discourage a
merger, tender offer, proxy contest or other transaction to obtain control of
SIGCORP. Such shares might be issued by the Board of Directors without
shareholder approval in transactions that might prevent or render more difficult
or costly the completion of a takeover transaction, as by diluting voting or
other rights of the proposed acquirer. In this regard, SIGCORP's Articles (as
well as SIGECO's in the case of Special Preferred Stock) grant the Board of
Directors broad power to establish rights and preferences of authorized and
unissued preferred stock, one or more series of which could be issued entitling
holders to vote separately as a class on any proposed merger or consolidation,
to cast a proportionately larger vote together with the common stock on any such
transaction or for all purposes, to convert preferred stock into a large number
of shares of common stock or other securities, to demand redemption at a
specified price under prescribed circumstances related to a change of control,
or to exercise other rights designed to impede a takeover. It is not the
intention of the Board of Directors of SIGCORP to discourage legitimate offers
to enhance shareholder value.
Rights Agreement
Pursuant to a Rights Agreement dated as of October 1, 1986 between SIGECO
and Continental Stock Transfer & Trust Company ("Continental"), as Rights Agent,
each outstanding share of SIGECO Common Stock, evidences a right (a "Right")
which entitles the registered holder thereof to purchase from SIGECO one
one-hundredth of a share of a new series of No Par Preferred Stock of SIGECO
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 SIGECO Common Stock or makes a tender offer for
at least 30% of SIGECO Common Stock. The Rights expire October 15, 1996. If not
exercisable, the Rights in whole may be redeemed by SIGECO at a price of $.01
per right at any time prior to their expiration. If the Rights are exercisable
and SIGECO 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 SIGECO 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 SIGECO'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." The Rights are not
triggered by the Exchange. It is anticipated that SIGCORP will enter into a
rights agreement similar to the one described above.
Stock Plan
If the Exchange is consummated, the 1994 Stock Option Plan will be amended
to provide that SIGCORP Common Stock (or stock units) will be delivered instead
of SIGECO Common Stock (or stock units) pursuant to such plan. By approving the
Exchange Agreement, SIGECO shareholders will be considered also to have ratified
the amendment of such Plan to provide for the delivery of SIGCORP Common Stock
(or stock units) thereunder.
Automatic Dividend Reinvestment and Stock Purchase Plan
If the Exchange is consummated, no shares of SIGECO Common Stock will
thereafter be available under SIGECO's Dividend Reinvestment Plan and SIGCORP
will adopt a substantially similar plan to provide for the purchase of SIGCORP
Common Stock. All participants in the Dividend Reinvestment Plan will
automatically become participants in SIGCORP's plan. Shares held in the Dividend
Reinvestment Plan will automatically be converted to SIGCORP Common Stock if the
Exchange takes place.
Transfer Agent and Registrar
The National City Bank of Evansville ("National City") and Continental act
as Registrars and SIGECO and Continental act as Transfer Agents for SIGECO
Common Stock. National City and Continental are expected to act as Registrars
22
<PAGE>
and SIGCORP and Continental are expected to act as Transfer Agents for SIGCORP
Common Stock once the Exchange is consummated.
Market Prices of and Dividends on SIGECO Common Stock
SIGECO 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 SIGECO
Common Stock for the periods indicated, as reported by the NYSE. The table also
shows dividends paid per share on SIGECO Common Stock for the periods indicated.
<TABLE>
<CAPTION>
Closing Prices Dividends
---------------------- ------------
High Low Paid
---- ---- ----
<S> <C> <C> <C>
1992: First Quarter........................................ $ 33.56 $30.75 $0.39
Second Quarter.................................. 32 30 5/8 0.39
Third Quarter................................... 32 3/4 31 1/4 0.39
Fourth Quarter.................................. 34 1/8 32 1/8 0.39
1993: First Quarter........................................ 34 3/4 32 3/4 0.4025
Second Quarter.................................. 34 3/4 32 3/4 0.4025
Third Quarter................................... 34 7/8 33 1/4 0.4025
Fourth Quarter.................................. 35 1/2 32 1/8 0.4025
1994: First Quarter........................................ 33 7/8 28 5/8 0.4125
Second Quarter.................................. 30 26 1/2 0.4125
Third Quarter................................... 28 1/2 26 1/2 0.4125
Fourth Quarter.................................. 27 24 1/4 0.4125
1995: First Quarter (through February 16, 1995)............ 29 1/8 28 3/4 --
</TABLE>
On February 16, 1995, the last sale price for SIGECO Common Stock, as
reported by the NYSE, was $28 3/4 per share. On December 19, 1994 (the trading
day next preceding the public announcement by SIGECO of its intention to proceed
with the formation of a holding company and the announcement of the Board of
Directors' recommendation that the Exchange be submitted to shareholders), the
last sale price for SIGECO Common Stock, as reported by the NYSE, was $26 per
share. As of February 10, 1995, there were 9,332 holders of record of SIGECO
Common Stock.
SIGECO has paid cash dividends since 1949. The indicated annual dividend
rate is currently $1.69 per share. For the foreseeable future, dividend payments
will depend upon SIGECO's earnings, financial condition, capital requirements
and other factors. See "The Exchange--Dividend Policy."
Directors and Management
The directors of SIGECO will also be the directors of SIGCORP at the
effective time of the Exchange, and they will thereafter serve as the directors
of both companies. If the SIGECO shareholders approve the Exchange Agreement,
they will be considered also to have ratified the election of such persons as
the directors of SIGCORP. The current directors of SIGECO are presently the
directors of SIGCORP.
The current executive officers of SIGCORP are also executive officers of
SIGECO. The SIGCORP executive officers are:
R.G. Reherman Chairman, President and Chief Executive Officer
A.E. Goebel Secretary and Treasurer
Information concerning SIGECO executive officers and SIGECO directors is
incorporated by reference in the SIGECO Annual Report on Form 10-K for the year
ended December 31, 1993, which is incorporated herein by reference.
Financial Statements
SIGECO has filed a report on Form 8-K containing, with respect to SIGECO,
the following: consolidated balance sheets and statements of capitalization of
SIGECO as of December 31, 1994 and 1993, and the related consolidated statements
23
<PAGE>
of income and retained earnings, and cash flows for each of the three years in
the period ended December 31, 1994, the related report of Arthur Andersen LLP,
independent public accountants, and Management's Discussion and Analysis of
Financial Condition and Results of Operations. Such information is incorporated
in this Prospectus/Proxy Statement by reference. Such financial information is
also included in SIGECO's 1994 Annual Report to Shareholders. Copies of such
Annual Report were mailed on or before February 23, 1995 to shareholders of
record as of the close of business on February 10, 1995. Additional copies of
said report may be obtained without charge upon request as provided under
"Incorporation of Certain Documents by Reference."
Financial statements of SIGCORP are not presented in this proxy statement
because SIGCORP is an inactive company without material assets or liabilities or
operating history. Pro forma financial effects of the Exchange are not set forth
herein since no change will result from the Exchange.
Experts
Unless otherwise indicated, the financial statements and schedules
incorporated by reference in this Prospectus/Proxy Statement and elsewhere in
the registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in giving said reports.
Legal Opinions
Certain legal matters respecting the Common Stock of SIGCORP to be issued
pursuant to the Exchange and the Exchange Agreement will be passed upon for
SIGECO and SIGCORP by Bamberger, Foreman, Oswald & Hahn, Evansville, Indiana and
certain other matters (including Federal income tax matters) relating to the
Exchange and the Exchange Agreement will be passed upon for SIGECO and SIGCORP
by Winthrop, Stimson, Putnam & Roberts, New York, New York.
ELECTION OF DIRECTORS
SIGECO's Board of Directors consists of 10 members of whom approximately
one-third are elected each year to serve terms of three years or until the
director's earlier retirement pursuant to the Board of Director's Retirement
Policy. It is intended that the enclosed form of proxy will be voted for the
election of Messrs. Donald A. Rausch, Richard W. Shymanski and Norman P. Wagner,
all of whom are now members of the Board, for three year terms or until the
director's earlier retirement. In any election of directors, the persons
receiving a plurality of the votes cast are elected to the vacancies to be
filled.
Each of the three nominees has signified his willingness to serve if
elected. If, however, any situation should arise under which any such person
should be unable to serve, the authority granted in the enclosed proxy card may
be exercised by the proxy holders for the purpose of voting for a substitute
nominee. Set forth below is information with respect to the nominees and the
other members of the Board of Directors. If not otherwise indicated, the
principal occupation listed for any individual has been the same for at least
five years. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL OF THE NOMINEES
LISTED BELOW.
Nominees for Election for Terms to Expire in 1998
Donald A. Rausch, 64, Chairman of the Board,
President, and Chief Executive Officer,
since 1990, of UF Bancorp, Inc.,
Evansville, Indiana; Chairman of the Board
and President, since 1985, of Union
Federal Savings Bank, Evansville, Indiana.
He has been a director of SIGECO since
1982.
[PICTURE]
Donald A. Rausch
24
<PAGE>
Richard W. Shymanski, 58, President, since
1983, of Harding, Shymanski & Company,
Professional Corporation, Certified Public
Accountants, Evansville, Indiana. He has
been a director of SIGECO since 1989.
[PICTURE]
Richard W. Shymanski
Norman P. Wagner, 70, Chairman of the Board
of SIGECO 1990-1991; Chairman and Chief
Executive Officer of SIGECO 1988-1990;
Chairman, President, and Chief Executive
Officer 1986-1988. He has been a director
of SIGECO since 1978. He currently serves
as an officer of Southern Indiana
Properties, Inc. and Southern Indiana
Minerals, Inc., both of which are
wholly-owned subsidiaries of the Company.
[PICTURE]
Norman P. Wagner
Current Directors whose Terms Expire in 1996.
Melvin H. Dodson, 73, President, since 1958,
and director of Dodson Engineering, Inc.,
Evansville, Indiana, consultants to the
petroleum and natural gas industries. He
has been a director of SIGECO since 1970.
[PICTURE]
Melvin H. Dodson
Walter R. Emge, 72, President and director
of Porca Company, of Fort Branch, Indiana,
formerly Emge Packing Co., Inc. He has
been a director of SIGECO since 1972.
[PICTURE]
Walter R. Emge
Robert L. Koch II, 56, President and Chief
Executive Officer of George Koch Sons,
Inc., Evansville, Indiana, manufacturers
of industrial painting systems and
distributors of heating and air
conditioning equipment. He is a director
of CNB Bancshares, Inc. of Evansville and
Bindley Western Industries, Inc. of
Indianapolis, Indiana. He has been a
director of SIGECO since 1986.
[PICTURE]
Robert L. Koch II
25
<PAGE>
Jerry A. Lamb, 60, Chairman of the Board of
American Sheet Extrusion Corporation,
Evansville, Indiana, manufacturers of
plastic molded products. He is also a
director of CNB Bancshares, Inc., of
Evansville. He has been a director of
SIGECO since January 1, 1993.
[PICTURE]
Jerry A. Lamb
Current Directors whose Terms Expire in 1997.
Ronald G. Reherman, 59, Chairman, President
and Chief Executive Officer of SIGECO
since April 1991; President and Chief
Executive Officer of SIGECO 1990-1991;
President and Chief Operating officer of
SIGECO 1988 -1990; Executive Vice
President and General Manager of SIGECO
1985-1988. He is also a director of Ohio
Valley Electric Corp., Indiana-Kentucky
Electric Corp., National City Bancshares
and the National City Bank of Evansville.
He has been a director of SIGECO since
1985.
[PICTURE]
Ronald G. Reherman
Donald E. Smith, 68, Chairman, President,
and Chief Executive Officer of First
Financial Corporation, Terre Haute,
Indiana; Chairman, President, Chief
Executive Officer, and director of Terre
Haute First National Bank, Terre Haute,
Indiana; President and director of Terre
Haute Oil Corp., President and director of
Princeton Mining Co. Inc., President and
director of Deep Vein Coal Company; and
President and director of R.J. Oil Co.,
all of Terre Haute, Indiana; and a
director of Blackhawk Coal Corporation. He
has been a director of SIGECO since 1964.
[PICTURE]
Donald E. Smith
James S. Vinson, 53, President and Professor
of Physics at the University of Evansville
in Evansville, Indiana since 1987. Vice
President of Academic Affairs and
Professor of Physics at Trinity University
at San Antonio, Texas 1983-1987. He has
been a director of SIGECO since 1989.
[PICTURE]
James S. Vinson
Certain Relationships and Related Transactions. Melvin H. Dodson is sole
owner of Dodson Engineering, Inc. which firm in 1994 performed certain
consulting and operational services relative to gas storage fields and oil
producing properties for SIGECO, and is expected to perform such services in
1995. During 1994, the cost of such services was $222,428, which SIGECO believes
to be a fair and reasonable price for the services rendered.
Committees and Meetings of the Board of Directors. The Board of Directors
conducts its business through meetings of the Board and through its committees.
The Board of Directors has established three standing committees, the Executive
Committee, the Audit Committee, and the Compensation Committee. There are no
nominating or other committees of the Board of Directors.
26
<PAGE>
The Executive Committee acts on behalf of the Board of Directors when the
Board is not in session, except on those matters which require action of the
full Board. The committee, which met 12 times in 1994, meets as required. The
members of the committee are Ronald G. Reherman (Chairman), Robert L. Koch II,
Donald A. Rausch, Donald E. Smith, and Norman P. Wagner.
The Audit Committee, which met two times in 1994, meets at least twice a
year with the independent auditors of SIGECO and the internal auditing staff to
review audit procedures and recommendations for improvements in internal
controls. The members of this committee are Donald A. Rausch (Chairman), Melvin
H. Dodson, Walter R. Emge, Richard W. Shymanski, and Norman P. Wagner.
The Compensation Committee, which met three times in 1994, advises and
recommends to the Board of Directors the salaries to be paid to the Chairman of
the Board (when also serving as an employee of SIGECO), the Chief Executive
Officer, the President, the Chief Operating Officer, and the Chief Financial
Officer. The committee also administers SIGECO's Corporate Performance Plan and
1994 Stock Option Plan. The members of this committee are Robert L. Koch II
(Chairman), Jerry A. Lamb, Donald E. Smith, and James S. Vinson.
The Board of Directors had 15 meetings during 1994. No director attended
fewer than 75 percent of the Board of Directors meetings or the aggregate of
such meetings and meetings of the committees of the Board of which he is a
member.
Compensation of Directors. Each non-employee member of the Board of
Directors is paid an annual fee of $12,000 plus $600 for each meeting attended.
Each non-employee director is paid $600 for each meeting of the Executive, Audit
or Compensation committees attended. Directors are reimbursed for ordinary
expenses incurred in performance of their duties.
Each non-employee director who is also a director of a subsidiary is paid
$300 for each subsidiary Board of Directors meeting attended. The Boards of SIPI
and SIMI met four times in 1994 and the Board of ESGI met five times during that
period. No non-employee member of the Board of Directors is a director of more
than two subsidiaries.
27
<PAGE>
Security Ownership of Directors and Executive Officers
The following table shows the beneficial ownership, reported to the
Corporation as of December 31, 1994, of SIGECO Common Stock, by each director,
the Chief Executive Officer, and each of the other executive officers named in
the Compensation Table found under "Executive Compensation" below. Also shown is
the total ownership for such persons and other executive officers of SIGECO as a
group. No member of the group is the beneficial owner of any of SIGECO's
Preferred Stock.
<TABLE>
<CAPTION>
Amount and Nature of Beneficial Ownership(2)
--------------------------------------------------------
Name of Beneficial Owner(1) Direct Indirect Total Percent of Class
- ----------------------- ----- ------- ----- --------------
<S> <C> <C> <C> <C>
Melvin H. Dodson....................................... 32,000 2,066 34,066 0.22%
Walter R. Emge......................................... 4,533 -- 4,533 0.03
Robert L. Koch II...................................... 1,777 -- 1,777 0.01
Jerry A. Lamb.......................................... 500 -- 500 --
Donald A. Rausch....................................... 5,400 -- 5,400 0.03
Ronald G. Reherman..................................... 6,236 373 6,609 0.04
Richard W. Shymanski................................... 989 1,779 2,768 0.02
Donald E. Smith(3) .................................... 11,605 930 12,535 0.08
James S. Vinson........................................ 146 -- 146 --
Norman P. Wagner....................................... 3,742 14,271 18,013 0.11
Andrew E. Goebel....................................... 3,652 -- 3,652 0.02
J. Gordon Hurst........................................ 1,296 -- 1,296 0.01
Ronald G. Jochum....................................... 171 -- 171 --
Jay W. Picking......................................... -- 200 200 --
All of the above and other executive
officers as a group (15)............................. 92,483 0.59
- ----------
<FN>
(1) Beneficial ownership includes those shares over which an individual has
sole or shared voting, or investment powers, such as shares in which the
spouse, minor children or other relatives living in the home of the named
person have a beneficial interest and shares held in SIGECO's Dividend
Reinvestment Plan and other trust accounts.
(2) Includes shares held jointly or in other capacities, as to which in some
cases beneficial ownership is disclaimed.
(3) Donald E. Smith is a director and President of Princeton Mining Company,
which owns 240,124 shares of SIGECO Common Stock; director and President of
R.J. Oil and Refining Co., Inc., which owns 86,221 shares of SIGECO Common
Stock; director of Blackhawk Coal Corporation, which owns 125,733 shares of
SIGECO Common Stock; Chairman, CEO, President and director of Terre Haute
First National Bank, which holds 29,231 shares of SIGECO Common Stock as
trustee; and President and director of Terre Haute Oil Corporation, which
owns 2,133 shares of SIGECO Common Stock. The aggregate number of such
shares represents 3.07 percent of SIGECO Common Stock outstanding.
</FN>
</TABLE>
28
<PAGE>
Executive Compensation
General. The following three tables set forth compensation paid by SIGECO
to each of the executive officers of SIGECO during the past three years whose
total cash compensation for the calendar year 1994 exceeded $100,000. The tables
include a Summary Compensation Table (Table 1), a table showing Option Grants in
Last Fiscal Year (Table 2), and a table showing Aggregate Option Exercises in
Last Fiscal Year and Fiscal Year-End Option Values (Table 3).
<TABLE>
<CAPTION>
TABLE 1
Summary Compensation Table
(a) (b) (c) (d) (e) (f)
Long Term
Compensation
Awards:
Shares
Underlying
Annual Compensation Options(2) All Other
--------------------------------------
Name and Principal Position Year Salary Bonus(1) (#) Compensation
- ------------------------- ----- --------- --------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Ronald G. Reherman 1994 $295,833 $42,000 65,157 $ None
Chairman of the Board, 1993 275,250 25,720 None 1,700(3)
President and Chief 1992 252,575 23,500 None 11,300(3)
Executive Officer
Andrew E. Goebel 1994 158,333 30,400 26,064 None
Senior Vice President, 1993 150,542 21,750 None None
Chief Financial Officer, 1992 143,646 13,850 None None
Secretary and Treasurer
J. Gordon Hurst 1994 143,917 27,200 23,784 None
Senior Vice President and 1993 133,708 18,750 None None
General Manager of Operations 1992 122,292 11,200 None None
Ronald G. Jochum (4) 1994 104,583 4,376 3,982 None
Vice President and Director 1993 26,154 -- None None
of Power Production 1992 -- -- None None
Jay W. Picking 1994 88,771 12,900 3,240 None
Vice President and Director 1993 85,000 8,120 None None
of Gas Operations 1992 81,054 7,770 None None
- ----------
<FN>
(1) These amounts are cash awards under the Corporate Performance Plan based on
performance for the prior plan year as described in the report of the
Compensation Committee below.
(2) See "Compensation Committee Report on Executive Compensation", beginning on
page 31, and the information provided in Tables 2 and 3, for a discussion
of the 1994 Stock Option Plan applicable to certain officers, staff and
managers of SIGECO.
(3) Amounts listed represent directors fees. Pursuant to a Board of Directors
policy adopted in 1991, directors fees to employee directors have been
phased out over a three year period ending February 28, 1993.
(4) Mr. Jochum was first employed by SIGECO in September 1993.
</FN>
</TABLE>
29
<PAGE>
<TABLE>
<CAPTION>
TABLE 2
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
---------------------------------------------------------------------------------------------------------------
Number of % of Total Potential Realizable
Shares Underlying Options Exercise Value at Assumed
Options Granted to or Base Annual Rates of Stock
Granted(1) Employees in Price(2) Expiration Price Appreciation
Name (#) Fiscal Year (Per Share) Date for Option Term
----- -------------- ------------ --------- ----------- --------------------------
5%(3) 10%(3)
----------- -----------
<S> <C> <C> <C> <C> <C> <C>
R.G. Reherman 65,157 42.4% $27.625 7/13/2004 $1,131,987 $2,868,676
A.E. Goebel 26,064 17.0% $27.625 7/13/2004 $452,815 $1,147,523
J.G. Hurst 23,784 15.5% $27.625 7/13/2004 $413,205 $1,047,141
R.G. Jochum 3,982 2.6% $27.625 7/13/2004 $69,180 $175,316
J.W. Picking 3,240 2.1% $27.625 7/13/2004 $56,289 $142,648
- ----------
<FN>
(1) For Messrs. Reherman, Goebel, and Hurst, options vest one-third of the
total each year after the date of grant (July 13, 1994) with total vesting
occurring at the 3-year anniversary. For Messrs. Jochum and Picking,
options vest one year after the date of grant.
(2) Equal to market price on grant date.
(3) These values are not a prediction of what SIGECO believes the market value
of its common stock will be in the next 10 years. They are merely assumed
values required to be calculated in accordance with SEC Rules.
</FN>
</TABLE>
<TABLE>
<CAPTION>
TABLE 3
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Number of
Securities
Shares Underlying Value of
Acquired Unexercised Unexercised
on Value Options at In-the-Money
Exercise Realized(1) Year-End Options at Year-End(2)
Year Name (#) ($) (#) ($)
----- ----- ------------ ------------ ----------- --------------------
Exercisable/Unexercisable Exercisable/Unexercisable
<S> <C> <C> <C> <C>
1994 R.G. Reherman -0- -0- 0/65,157 0/0
1994 A.E. Goebel -0- -0- 0/26,064 0/0
1994 J.G. Hurst -0- -0- 0/23,784 0/0
1994 R.G. Jochum -0- -0- 0/3,982 0/0
1994 J.W. Picking -0- -0- 0/3,240 0/0
- ----------
<FN>
(1) Market value of underlying securities at time of exercise minus the
exercise price.
(2) Market value of underlying securities at Fiscal Year-End (December 31,
1994) of $26.50 per share minus the exercise price.
</FN>
</TABLE>
Change of Control Agreements. In order to insure SIGECO of continuity of
management and operations in the event of a change of control of SIGECO,
agreements have been entered into between SIGECO and Messrs. Reherman, Goebel
and Hurst. The agreements provide that in the event of a change of control of
SIGECO, the salary of the named officers will continue for the lesser of a
period of three years, or until retirement age, at their existing compensation
levels (unless a lesser amount is the maximum amount deductible by SIGECO for
United States Federal income tax purposes, in which case the continued salary
would be at such lesser amount).
Retirement Plans. All officers participate in SIGECO's trusteed,
non-contributory tax qualified Pension Plan for Salaried Employees (the "Pension
Plan"). Retirement income, as defined in the Pension Plan, is based on an
employee's average monthly earnings during the highest paid five consecutive
years in the Pension Plan of the employee's final 10 years of continuous service
prior to retirement or other termination of employment and is calculated in two
increments: 1.33 percent of such average monthly earnings for each year of
accredited service or part thereof up to a maximum of 30 years; plus .67 percent
of such average monthly earnings for each year of accredited service or part
thereof in excess of 30 years to a maximum of 10 years. Amounts payable under
the Pension Plan are not subject to social security or other offset.
30
<PAGE>
The years of service in the Pension Plan credited to officers named in the
compensation table above are R.G. Reherman--31 years, 6 months; A.E. Goebel--22
years, 1 month; J.G. Hurst--24 years; R.G. Jochum--3 months; and J.W. Picking--8
years, 11 months.
The following table illustrates the estimated retirement income payable
under the Pension Plan, based on the specific remuneration levels and years of
service classification shown.
Pension Plan Table
Years of Service
-----------------------------------------------------
Covered
Remuneration 15 20 25 30 35
- ------------- --------- --------- --------- --------- ---------
$100,000............. $19,950 $26,600 $33,250 $39,900 $43,260
125,000............. 24,940 33,250 41,560 49,875 54,060
150,000* and above.. 29,925 39,900 49,875 59,850 64,870
- ---------
* As of January 1, 1995, the OMNIBUS Budget Reconciliation Act of 1993 (OBRA
'93) limited annual compensation to $150,000 for purposes of pension
calculations under tax qualified pension plans.
SIGECO has a non-qualified Supplemental Retirement Plan (the "Supplemental
Plan") covering certain senior officers of SIGECO who qualify under the
applicable length of service and other eligibility provisions. It is presently
anticipated that Mr. Goebel and Mr. Hurst will qualify for benefits under the
Supplemental Plan. The Supplemental Plan provides for supplemental retirement
income to be paid such that, when combined with benefits receivable under
SIGECO's Pension Plan, total retirement benefits paid will be equal to 50
percent of the average of the senior officer's final three years base salary
excluding bonuses. In the case of death, survivor benefits are payable to
surviving spouses, if any, at an actuarially adjusted level. SIGECO has entered
into an agreement with Mr. Reherman that is similar to the Supplemental Plan
except that the retirement income paid is equal to 70 percent of his highest
annualized salary as Chief Executive Officer of SIGECO. SIGECO has purchased
life insurance on the participants sufficient in amount to fund actuarially all
of SIGECO's future liabilities under the Supplemental Plan and the Agreement.
Death Benefit Plan. SIGECO has a Supplemental Post-Retirement Death
Benefits Plan for officers and other senior executives to provide retired
participants with the equivalent of 25-35 percent of the pre-retirement group
life insurance benefit under SIGECO's group insurance plan for salaried
employees. SIGECO has purchased insurance on the lives of the participants,
which is projected to allow SIGECO to recover the entire cost of this plan.
Stock Option Plan. The 1994 Stock Option Plan was adopted by the Board of
Directors at its meeting held December 21, 1993, and by SIGECO's shareholders at
their meeting held March 22, 1994. The 1994 Stock Option Plan authorizes the
granting of options to officers and key employees of SIGECO and its subsidiaries
to purchase up to 500,000 shares of SIGECO Common Stock. Options granted under
the 1994 Stock Option Plan may constitute incentive stock options (within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code") or nonqualified stock options (collectively, "Options"). See Tables 2
and 3 for details of action taken during 1994 pursuant to the 1994 Stock Option
Plan.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
SIGECO's Executive Compensation Program is administered and monitored by
the Compensation Committee of the Board of Directors. The Compensation Committee
is composed entirely of independent, non-employee directors. The main objectives
of the program are to:
o attract and retain an outstanding management team,
o motivate and reward outstanding performance results, and
o focus attention on plans, goals, and initiatives which enhance value to
the shareholders and customers of SIGECO.
With the implementation of the 1994 Stock Option Plan during 1994, the
executive compensation program consists of three elements: a base salary plan,
an annual corporate performance incentive plan, and a long-term stock option
31
<PAGE>
plan. The key elements of the compensation package for executive officers are
addressed in greater detail below.
Base Salary Plan. The Compensation Committee determines the annual base
salaries for SIGECO's mandatory officers and the salary ranges for all officer
positions. The determination of officer salaries and salary ranges is based upon
competitive norms (averages) for similar positions in reasonably comparable
electric and combination utility companies. SIGECO retains an independent
consultant to provide such information to the Compensation Committee.
Adjustments to actual base salaries take into consideration two key
variables: 1) the performance of the officer, and 2) the level of actual salary
compared with the midpoint of the applicable salary range, where midpoint is
defined as the competitive salary norm for the position. In general, individuals
whose performance is deemed fully competent over several years would be expected
to achieve a base salary at the midpoint level.
Corporate Performance Incentive Plan. The annual Corporate Performance
Incentive Plan (the "Performance Plan") provides for the payment of additional
compensation contingent upon the achievement of certain specific shareholder and
customer related goals. Approximately 25 officers and senior management
personnel participate in the Performance Plan. Goal achievement is primarily
judged on a comparison with the results of ten similar companies in five
critical results areas as set forth in the table on page 33. In addition, plan
participants are also judged on their achievement of specific individual goals
which are developed in support of corporate objectives. These individual goals
are often, but not exclusively, related to the implementation of initiatives
contained in SIGECO's long term strategic plan.
As disclosed and discussed last year, the Performance Plan design was
revised for 1994 and subsequent plan years. The revised plan, which is more in
line with competitive norms, provides the following award opportunities: 20-30%
of base salary for the Chief Executive Officer; 10-30% of the base salary for
the senior vice presidents; and 5-25% for all other participants.
SIGECO retains an independent consultant to assist in the process of goal
formulation and to provide an independent assessment of goal achievement to the
Compensation Committee at the end of each Performance Plan year. The annual
awards under the Performance Plan for years 1992, 1993, and 1994 are shown in
column (d) of the Summary Compensation Table (Table 1) for the individuals named
therein.
Long-Term Stock Option Plan. As indicated above, the 1994 Stock Option Plan
was approved by the Company's stockholders during 1994. Approximately 25
officers and senior management personnel of the Company are eligible to
participate in the plan. On July 13, 1994, the Compensation Committee granted
stock options to plan participants. None of the options granted are exercisable
prior to July 13, 1995.
The stock option awards for executive officers along with additional
details are included in Tables 2 and 3.
Discussion of CEO Pay. Consistent with overall executive compensation
program philosophy, the Compensation Committee structured the CEO's total
compensation during 1994 based on the overall performance of SIGECO, competitive
pay levels for CEO's in the utility industry, and a multi-year plan for the CEO
to achieve a base salary level at or about the established midpoint for the
position.
During 1994, the Compensation Committee took the following actions
regarding the CEO:
1. Increased base salary to $300,000 per year. This represented an
increase of 7.1%, but is still below the midpoint of the salary range.
Assuming continued favorable corporate performance, it is anticipated that
midpoint salary level will be achieved during 1995.
2. Provided a cash incentive of $42,000 based on results achieved
under the Corporate Performance Incentive Plan for plan year 1993.
32
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During the Performance Plan year, SIGECO's performance as measured against
its ten company comparison group resulted in the following:
- --------------------------------------------------------------------------------
Key Performance Index Objective SIGECO Rating
- --------------------------------------------------------------------------------
Market to Book Ratio Highest 4th best (highest)
- --------------------------------------------------------------------------------
3 Year Average Annual Net Income Growth Highest 6th best (highest)
- --------------------------------------------------------------------------------
Electric Revenue per Kwh Lowest 3rd best (lowest)
- --------------------------------------------------------------------------------
Gas Revenue per Mcf Lowest 3rd best (lowest)
3 Year Average Annual Growth of Net
Operating Expense per Customer Lowest Best (lowest)
- --------------------------------------------------------------------------------
Under the Performance Plan formula, these performance ratings earned an
incentive award of approximately 15% of base salary for the CEO.
Compensation Committee
R.L. Koch II, Chairman D.E. Smith
J.A. Lamb J.S. Vinson
Performance Comparisons
As required by the SEC, set forth below is a line graph comparing the
yearly change in the cumulative total shareholder return on SIGECO Common Stock,
assuming reinvestment of all dividends, against the cumulative total return of
the S&P Composite 500 Stock Index and the S&P Utilities Index, over the past
five years.
Comparison of Five Year Cumulative Total Return
[THE FOLLOWING TABLE IS REPRESENTED AS A LINE GRAPH IN THE PRINTED BOOK]
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
SIGECO ................... 100 112 161 169 177 147
S&P 500 .................. 100 97 126 136 150 152
S&P Utilities ............ 100 97 112 121 138 127
33
<PAGE>
Compensation Committee Interlocks and Insider Participation
None of the members of the Compensation Committee were employees or
officers of SIGECO at the time of their committee action.
Mr. Goebel, an executive officer of SIGECO, is a member of the Board of
Directors of UF Bancorp, Inc., of which Mr. Rausch is Chairman, President and
Chief Executive Officer.
RATIFICATION OF APPOINTMENT OF AUDITORS
It is intended that, unless otherwise specified by the SIGECO shareholders
entitled to vote, votes will be cast pursuant to the proxies hereby solicited in
favor of the ratification of the appointment by SIGECO's Board of Directors of
Arthur Andersen LLP as independent auditors of SIGECO for the year 1995. The
Arthur Andersen firm has acted for SIGECO in this capacity since 1918. SIGECO is
advised that neither the firm nor any of its partners has any financial interest
in or any connection with SIGECO except in the capacity of SIGECO's auditors. A
representative of Arthur Andersen LLP will attend the Annual Meeting and will be
available to answer any questions and may make a statement if he so desires. THE
BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE APPOINTMENT OF
AUDITORS.
SHAREHOLDER PROPOSALS
Proposals by shareholders to be presented at the next annual meeting of
shareholders currently scheduled to be held on March 26, 1996 must be received
by SIGECO (or if the Exchange is consummated, by SIGCORP) on or before October
27, 1995 for inclusion in the Proxy Statement relating to that meeting.
Other Business. The Annual Meeting is being held for the purposes set forth
in the Notice which accompanies this Prospectus/Proxy Statement. The Board of
Directors of SIGECO knows of no business to be transacted at the meeting other
than the election of three directors, the approval of the Exchange and the
Exchange Agreement and the ratification of the appointment of auditors. However,
if any other business should properly be presented to the Annual Meeting, the
proxies will be voted in respect thereof in accordance with the judgment of the
person or persons voting the proxies.
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
By Order of the Board of Directors,
A.E. Goebel,
Secretary
Evansville, Indiana
Date: February 23, 1995
34
<PAGE>
EXHIBIT A
AGREEMENT AND PLAN OF EXCHANGE
THIS AGREEMENT AND PLAN OF EXCHANGE (this "Agreement"), dated as of January
13, 1995, is between SOUTHERN INDIANA GAS AND ELECTRIC COMPANY, an Indiana
corporation (the "Company"), the company whose shares will be acquired pursuant
to the Exchange described herein, and SIGCORP, INC., an Indiana corporation
("SIGCORP"), the acquiring company. The Company and SIGCORP are hereinafter
referred to, collectively, as the "Companies."
W I T N E S S E T H:
WHEREAS, the authorized capital stock of the Company consists of (a)
50,000,000 shares of Common Stock without par value ("Company Common Stock"), of
which 15,754,826 shares are issued and outstanding, (b) 800,000 shares of
Preferred Stock, $100 par value, of which 185,895 shares are issued and
outstanding, (c) 5,000,000 shares of Preferred Stock, without par value, of
which no shares are issued and outstanding and (d) 5,000,000 shares of Special
Preferred Stock, without par value, of which 10,150 shares are issued and
outstanding;
WHEREAS, SIGCORP is a wholly-owned subsidiary of the Company with
authorized capital stock consisting of (a) 75,000,000 shares of Common Stock,
without par value ("SIGCORP Common Stock"), of which 100 shares are issued and
outstanding and owned of record by the Company and (b) 10,000,000 shares of
Preferred Stock, without par value ("SIGCORP Preferred Stock"), of which no
shares are issued and outstanding;
WHEREAS, the Boards of Directors of the respective Companies deem it
desirable and in the best interests of the Companies and their shareholders that
SIGCORP acquire each share of issued and outstanding Company Common Stock and
that each such share of Company Common Stock be exchanged for a share of SIGCORP
Common Stock with the result that SIGCORP becomes the owner of all outstanding
Company Common Stock and that each holder of Company Common Stock becomes the
owner of an equal number of shares of SIGCORP Common Stock, all on the terms and
conditions hereinafter set forth;
WHEREAS, the consummation of the Exchange (as hereinafter defined) requires
the approval of the Federal Energy Regulatory Commission under the Federal Power
Act and the Securities and Exchange Commission under the Public Utility Holding
Company Act of 1935; and
WHEREAS, the Board of Directors of the Company and of SIGCORP have
recommended that their respective shareholders approve the Exchange pursuant to
the Indiana Business Corporation Law (the "Act").
NOW, THEREFORE, in consideration of the premises, and of the agreements,
covenants and conditions here-inafter contained, the parties hereto agree with
respect to the acquisition and exchange provided for herein (the "Exchange")
that at the Effective Time (as hereinafter defined) each share of Company Common
Stock issued and outstanding immediately prior to the Effective Time will be
exchanged for one share of SIGCORP Common Stock, and that the terms and
conditions of the Exchange and the method of carrying the same into effect are
as follows:
ARTICLE I
Subject to the satisfaction of the conditions set forth in Article III and
to the provisions of Article IV, the Companies agree to file with the Secretary
of State of Indiana (the "Secretary of State") Articles of Share Exchange
("Articles") with respect to the Exchange and the Exchange shall take effect
upon such filing or at such later time as may be stated in the Articles (the
time at which the Exchange takes effect being referred to herein as the
"Effective Time").
ARTICLE II
At the Effective Time:
(1) each share of Company Common Stock issued and outstanding
immediately prior to the Effective Time shall be acquired by SIGCORP and
shall be exchanged for one share of SIGCORP Common Stock, which shall
thereupon be fully paid and non-assessable;
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<PAGE>
(2) SIGCORP shall become the owner and holder of each issued and
outstanding share of Company Common Stock so exchanged;
(3) each share of SIGCORP Common Stock issued and outstanding
immediately prior to the Effective Time shall be cancelled and shall
thereupon constitute an authorized and unissued share of SIGCORP Common
Stock; and
(4) the former owners of Company Common Stock shall be entitled only
to receive shares of SIGCORP Common Stock as provided herein.
Shares of the Company's Preferred Stock, $100 par value, Preferred Stock,
without par value, and Special Preferred Stock, without par value, shall not be
exchanged or otherwise affected in connection with the Exchange and, to the
extent issued and outstanding immediately prior to the Effective Time, shall
continue to be issued and outstanding following the Exchange as shares of the
applicable series designation.
ARTICLE III
The consummation of the Exchange is subject to the following conditions
precedent:
(1) the approval by the shareholders of the Companies, to the extent
required by the Act, of this Agreement and the Exchange;
(2) the approval for listing, upon official notice of issuance, by the
New York Stock Exchange, of SIGCORP Common Stock to be issued in accordance
with the Exchange;
(3) the receipt of such orders, authorizations, approvals or waivers
from regulatory bodies, boards or agencies as are required in connection
with the Exchange; and
(4) the receipt by the Company of a favorable tax opinion to the
effect that (a) non-dissenting shareholders of the Company (i) will
recognize no gain or loss in connection with the Exchange, (ii) will have
the same basis in their SIGCORP Common Stock after the Exchange as they had
in their Company Common Stock before the Exchange and (iii) will be
entitled to include any period that they held Company Common Stock before
the Exchange when determining any holding period with respect to SIGCORP
Common Stock received in the Exchange and (b) SIGCORP will recognize no
gain or loss upon its receipt of Company Common Stock in the Exchange.
ARTICLE IV
This Agreement may be amended, modified or supplemented, or compliance with
any provision or condition hereof may be waived, at any time, by the mutual
consent of the Boards of Directors of the Company and of SIGCORP; provided,
however, that no such amendment, modification, supplement or waiver shall be
made or effected, if such amendment, modification, supplement or waiver would,
in the judgment of the Board of Directors of the Company, materially and
adversely affect the shareholders of the Company.
This Agreement may be terminated and the Exchange and related transactions
abandoned at any time prior to the time the Articles are filed with the
Secretary of State, if the Board of Directors of the Company determines, in its
sole discretion, that consummation of the Exchange would be inadvisable or not
in the best interests of the Company or its shareholders.
ARTICLE V
This Agreement will be submitted to the shareholders of the Company
entitled to vote with respect to the Exchange and to the shareholder of SIGCORP
for approval as provided by the Act.
ARTICLE VI
Following the Effective Time, each holder of an outstanding certificate or
certificates theretofore representing shares of Company Common Stock may, but
shall not be required to, surrender the same to SIGCORP for cancellation and
reissuance of a new certificate or certificates in such holder's name or for
cancellation and transfer, and each such holder or transferee will be entitled
to receive a certificate or certificates representing the same number of shares
A-2
<PAGE>
of SIGCORP Common Stock as the shares of Company Common Stock previously
represented by the certificate or certificates surrendered. Until so surrendered
or presented for transfer, each outstanding certificate which, immediately prior
to the Effective Time, represented Company Common Stock shall be deemed and
treated for all corporate purposes to represent the ownership of the same number
of shares of SIGCORP Common Stock as though such surrender or transfer and
exchange had taken place. The holders of Company Common Stock at the Effective
Time shall have no right to have their shares of Company Common Stock
transferred on the stock transfer books of the Company, and such stock transfer
books shall be deemed to be closed for this purpose at the Effective Time.
IN WITNESS WHEREOF, each of the Company and SIGCORP, pursuant to
authorization and approval given by its Board of Directors, has caused this
Agreement to be executed by its Chairman, President and Chief Executive Officer
and its corporate seal to be affixed hereto and attested by its Secretary as of
the date first above written.
SOUTHERN INDIANA GAS AND
ELECTRIC COMPANY
By: ________________________________________
Chairman, President and
Chief Executive Officer
ATTEST:
__________________________________
Secretary
(SEAL)
SIGCORP, Inc.
By: ________________________________________
Chairman, President and
Chief Executive Officer
ATTEST:
__________________________________
Secretary
(SEAL)
A-3
<PAGE>
EXHIBIT B
RESTATED ARTICLES OF INCORPORATION
OF
SIGCORP, Inc.
ARTICLE I
NAME
The name of the Corporation is SIGCORP, Inc.
ARTICLE II
PURPOSES
The Corporation is formed for the purpose of engaging in any lawful
business.
ARTICLE III
REGISTERED OFFICE AND REGISTERED AGENT
The street address of the registered office of the Corporation is 20-24
N.W. Fourth Street, Evansville, Indiana 47741; and the name of its registered
agent at such address is A.E. Goebel, Secretary and Treasurer.
ARTICLE IV
AUTHORIZED SHARES
The total number of shares which the Corporation is authorized to issue is
85,000,000 shares, consisting of the following classes and amounts:
1. 10,000,000 shares of Preferred Stock
2. 75,000,000 shares of Common Stock
ARTICLE V
TERMS OF AUTHORIZED SHARES
A. GENERAL PROVISIONS APPLICABLE TO PREFERRED STOCK
The Board of Directors shall have authority to issue the shares of
Preferred Stock from time to time on such terms as they may determine, and to
divide the Preferred Stock into one or more series and in connection with the
issuance of shares of Preferred Stock and in connection with the creation of any
series thereof, to fix by resolution or resolutions providing for the issuance
of such shares or the creation of such series, the designations, preferences,
limitations and relative rights thereof, to the full extent now or hereafter
permitted by law; provided, however, that upon the dissolution of the
Corporation the shares of Preferred Stock then outstanding shall have the right
to receive the liquidation value, if any, specified for those shares upon their
issuance before any assets of the Corporation are distributed with respect to
the Common Stock.
B. GENERAL PROVISIONS APPLICABLE TO COMMON STOCK
Each share of Common Stock shall be equal to every other share of Common
Stock in every respect. Subject to the rights of the Preferred Stock, the shares
of Common Stock then outstanding shall be entitled to receive the net assets of
the Corporation upon dissolution.
B-1
<PAGE>
ARTICLE VI
VOTING RIGHTS
At all meetings of the shareholders of the Corporation, the holders of
shares of Common Stock shall be entitled, on all questions, to one vote for each
share of Common Stock held by them.
At all elections of directors, no shareholder shall have cumulative voting
rights.
Except as otherwise required by law or permitted by the By-laws, special
meetings of shareholders of the Corporation may be called only by the Secretary
upon the request in writing of the holders of at least 70% of the voting power
of all shares of the Corporation entitled to a vote generally in the election of
directors, voting together as a single class. Notwithstanding anything contained
in these Restated Articles to the contrary, unless a majority of the Continuing
Directors (as defined in Article VIII hereof) shall approve such alteration,
amendment, repeal or adoption, the affirmative vote of the holders of at least
70% of the voting power of all shares of the Corporation entitled to a vote
generally in the election of directors, voting together as a single class, shall
be required to alter, amend, repeal or adopt any provision inconsistent with
this paragraph.
ARTICLE VII
DIRECTORS
A. All corporate powers shall be exercised by or under the authority of,
and the business and affairs of the Corporation shall be managed under the
direction of, a Board of Directors. The number of Directors shall be fixed by
the By-laws and such number may be increased or decreased from time to time by
amendment to the By-laws, but no decrease shall have the effect of shortening
the term of any incumbent director. If and whenever the By-laws do not contain a
provision specifying the number of Directors the number shall be nine. Directors
shall be elected by the shareholders at each annual meeting of the Corporation
or at a special meeting called for that purpose as specified herein and in the
By-laws. Directors need not be shareholders.
B. The Board of Directors shall be and is divided into three classes, Class
I, Class II and Class III, which shall be as nearly equal in number as possible.
No class shall include less than three directors. Each director shall serve for
a term ending on the date of the third annual meeting of shareholders following
the annual meeting at which such director was elected, provided, however, that
each initial director in Class I shall hold office until the next annual meeting
of shareholders and each initial director in Class II shall hold office until
the second annual meeting of shareholders, in each case following the 1995
annual meeting of shareholders.
C. In the event of any increase or decrease in the number of directors, (i)
each director then serving as such shall nevertheless continue as a director of
the class of which he is a member until the expiration of his current term, or
his prior death, retirement, resignation, or removal, and (ii) the newly created
or eliminated directorships resulting from such increase or decrease shall be
apportioned by the Board of Directors among the three classes of directors so as
to maintain such classes as nearly equal in number as possible.
D. Notwithstanding any of the foregoing provisions of this Article, each
director shall serve until his successor is elected and qualified or until his
death, retirement, resignation or removal. Should a vacancy occur or be created,
whether arising through death, resignation or removal of a director or through
an increase in the number of directors, such vacancy shall be filled by a
majority vote of the remaining directors of all classes of the Board of
Directors or at a special meeting of shareholders called for that purpose. A
director so elected to fill a vacancy shall serve for the remainder of the then
present term of office of the class to which he was elected.
E. Any director or the entire Board of Directors may be removed; however,
such removal must be for cause and must be approved as set forth in this
Paragraph E. Removal for cause must be approved by at least 70% of the combined
voting power of the outstanding shares of stock of the Corporation then entitled
to be voted at an election for that director voting together as a single class,
and the action for removal must be brought within three years of the occurrence
of such cause.
F. Notwithstanding anything contained in these Restated Articles to the
contrary, unless a majority of the Continuing Directors (as defined in Article
VIII hereof) shall approve such alteration, amendment, repeal or adoption, the
affirmative vote of the holders of at least 70% of the voting power of all of
the shares of the Corporation entitled to vote generally in the election of
directors, voting together as a single class, shall be required to alter, amend,
repeal or adopt any provision inconsistent with this Article VII.
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<PAGE>
ARTICLE VIII
REGULATION OF BUSINESS
The business and conduct of the affairs of the Corporation shall be
regulated as follows:
A. Meetings of the shareholders of the Corporation shall be held at such
place, within or without the State of Indiana, as may be specified in the
respective notices, or waivers of notice thereof.
B. Meetings of the directors of the Corporation shall be held at such
place, within or without the State of Indiana, as may be specified in the
respective notices, or waivers of notice thereof.
C. The Board of Directors of the Corporation shall have power, without the
assent or vote of the shareholders, to make, alter, amend or repeal the By-laws
of the Corporation.
D. The Corporation reserves the right to alter, amend, change or repeal any
provisions contained in these Restated Articles of Incorporation in the manner
now or hereafter prescribed by the provisions of The Indiana Business
Corporation Law, or any other pertinent enactment of the General Assembly of the
State of Indiana; and all rights and powers conferred hereby on shareholders,
directors and/or officers are subject to this reserved power.
E. No contract or other transaction between this Corporation and any one or
more members of the Board of Directors, or between this Corporation and another
corporation, firm, partnership, joint venture, trust or other enterprise of
which any one or more such interested members are directors, officers,
shareholders, partners, members, employees or agents or in which any one or more
such interested members are financially interested, shall be void or voidable
because of such relationship or interest or because such interested member or
members are present at the meeting of the Board of Directors at which such
contract or transaction is authorized or approved or because such interested
members or members' votes are counted for such purposes, if (1) the fact of such
relationship or interest is disclosed or known to the disinterested members of
the Board of Directors who authorize, approve or ratify such contract or
transaction by a vote or consent sufficient for the purpose without counting the
votes of such interested member or members of the Board of Directors, or (2) the
fact of such relationship or interest is disclosed or known to the holders of
shares of this Corporation and such holders authorize, approve or ratify such
contract or transaction by a vote or consent sufficient for the purpose, or (3)
such contract or transaction is fair and reasonable insofar as this Corporation
is concerned. Such interested member or members of the Board of Directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors at which such contract or transaction is authorized, approved or
ratified. This paragraph E shall not be construed to invalidate any contract or
other transaction which would otherwise be valid under applicable common and
statutory law.
F. It is intended that this Corporation may acquire and own wasting assets
or property having a limited life. The depletion of such assets by sale, lapse
of time or otherwise need not be deducted in the computation of surplus
available for dividends.
G. Any action required or permitted to be taken at any meeting of the Board
of Directors or of any committee thereof may be taken without a meeting, if
prior to such action the written consent thereto is signed by all members of the
Board or of such committee, as the case may be, and such written consent is
filed with the minutes of the proceedings of the Board or committee.
H. In addition to any affirmative vote required by law or under any other
provision of these Articles, and except as otherwise expressly provided in
Paragraph I of this Article VIII:
1. any merger or consolidation of the Corporation or any Subsidiary
(as hereinafter defined) with or into any Other Entity (as hereinafter
defined), or
2. any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of related transactions) to or
with any Other Entity of any assets of the Corporation or any Subsidiary
having an aggregate fair market value of $5,000,000 or more, or
3. the issuance or transfer by the Corporation or any Subsidiary (in
one transaction or a series of related transactions) of any securities of
the Corporation or any Subsidiary to any Other Entity in exchange for cash,
securities or other property (or a combination thereof) having an aggregate
fair market value of $5,000,000 or more, or
B-3
<PAGE>
4. the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation, or
5. any reclassification of securities (including any reverse stock
split), recapitalization, reorganization, merger or consolidation of the
Corporation with any of its Subsidiaries or any similar transaction
(whether or not with or into or otherwise involving any Other Entity) which
has the effect, directly or indirectly, of increasing the proportionate
share of the outstanding shares of any class of equity or convertible
securities of the Corporation or any Subsidiary which is directly or
indirectly owned by any Other Entity,
shall require the affirmative vote of the holders of at least 70% of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, considered for the purpose of this
Article VIII as one class ("Voting Shares"). Such affirmative vote shall be
required notwithstanding the fact that no vote may be required, or that some
lesser percentage may be specified, by law or in any agreement with any national
securities exchange or otherwise.
I. The provisions of Paragraph H of this Article VIII shall not be
applicable to any particular Business Combination (as hereinafter defined) and
such Business Combination shall require only such affirmative vote as is
required by law and any other provision of these Restated Articles, if all of
the conditions specified in either of the following subparagraphs 1 and 2 shall
have been satisfied:
1. A majority of the Continuing Directors (as hereinafter defined)
shall have approved the Business Combination (but only if a majority of the
Board of Directors are Continuing Directors); or
2. All of the following conditions shall have been met:
(a) The ratio of:
(i) the aggregate amount of the cash and the fair market value of
other consideration to be received per share by holders of Common
Stock of the Corporation (the "Common Stock") in such Business
Combination
to
(ii) the market price of the Common Stock immediately prior to
the announcement of such Business Combination
is at least as great as the ratio of
(x) the highest per share price (including brokerage
commissions, transfer taxes and soliciting dealer's fees) which
any 20% Shareholder (as hereinafter defined) has heretofore paid
for any shares of Common Stock acquired by it
to
(y) the market price of the Common Stock immediately prior
to the initial acquisition by such 20% Shareholder of any Common
Stock;
(b) The aggregate amount of the cash and fair market value of
other consideration to be received per share by holders of Common
Stock in such Business Combination is not less than the highest per
share price (including brokerage commissions, transfer taxes and
soliciting dealers' fees) paid by such 20% Shareholder in acquiring
any of its holdings of Common Stock;
(c) The consideration to be received by holders of Common Stock
in such Business Combination shall be in the same form and of the same
kind as the consideration paid by the 20% Shareholder in acquiring the
shares of Common Stock already owned by it;
(d) After such 20% Shareholder has acquired ownership of not less
than 20% of the then outstanding Voting Shares (a "20% Interest") and
prior to the consummation of such Business Combination:
(i) the 20% Shareholder shall have taken steps to ensure
that the Corporation's Board of Directors included at all times
representation by Continuing Director(s) proportionate to the
ratio that the Voting Shares which from time to time are owned by
persons who are not 20% Shareholders ("Public Holders") bear to
all Voting Shares outstanding at such respective times (with a
Continuing Director to occupy any resulting fractional board
position);
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<PAGE>
(ii) there shall have been no reduction in the rate of
dividends payable on the Common Stock except as may have been
approved by a majority vote of the Continuing Directors;
(iii) such 20% Shareholder shall not have acquired any newly
issued shares of stock, directly or indirectly, from the
Corporation (except upon conversion of convertible securities
acquired by it prior to obtaining a 20% Interest or as a result
of a pro rata stock dividend or stock split); and
(iv) such 20% Shareholder shall not have acquired any
additional shares of the Corporation's outstanding Common Stock
or securities convertible into or exchangeable for Common Stock
except as part of the transaction which resulted in such 20%
Shareholder acquiring its 20% Interest;
(e) Prior to or upon the consummation of such Business
Combination, such 20% Shareholder shall not have (i) received the
benefit, directly or indirectly (except proportionately as a
shareholder), of any loans, advances, guarantees, pledges or other
financial assistance or tax credits provided by the Corporation, or
(ii) made any major change in the Corporation's business or equity
capital structure without the unanimous approval of the whole Board;
and
(f) a proxy statement responsive to the requirements of the
Securities Exchange Act of 1934 seeking the vote of the shareholders
with respect to the proposed Business Combination shall have been
mailed to all holders of Voting Shares for the purpose of soliciting
such shareholders' approval of such Business Combination. Such proxy
statement shall contain at the front thereof, in a prominent place,
any recommendations as to the advisability (or inadvisability) of the
Business Combination which the Continuing Directors, or any of them,
may have furnished in writing and, if deemed advisable by a majority
of the Continuing Directors, an opinion of a reputable investment
banking firm as to the fairness (or lack of fairness) of the terms of
such Business Combination, from the point of view of the holders of
Voting Shares other than any 20% Shareholder (such investment banking
firm, to be selected by a majority of the Continuing Directors, to be
furnished with all information it reasonably requests and to be paid a
reasonable fee for its services upon receipt by the Corporation of
such opinion).
J. For the purpose of this Article VIII:
1. The term "Business Combination" shall mean any transaction which is
referred to in any one or more of clauses (i) through (v) of Paragraph H of
this Article VIII;
2. The term "Other Entity" shall include (a) any 20% Shareholder and
(b) any other person (whether or not itself a 20% Shareholder) which, after
any Business Combination, would be an Affiliate (as hereinafter defined) of
any 20% Shareholder;
3. The term "person" shall mean any individual, firm, trust,
partnership, association, corporation or other entity;
4. The term "20% Shareholder" shall mean, in respect of any Business
Combination, any person (other than the Corporation or any Subsidiary) who
or which, as of the record date for the determination of shareholders
entitled to notice of and to vote on such Business Combination, or
immediately prior to the consummation of any such transaction,
(a) is the beneficial owner, directly or indirectly, of not less
than 20% of the Voting Shares, or
(b) is an Affiliate of the Corporation and at any time within
five years prior thereto was the beneficial owner, directly or
indirectly, of not less than 20% of the then outstanding Voting
Shares, or
(c) is an assignee of or has otherwise succeeded to any shares of
capital stock of the Corporation which were at any time within five
years prior thereto beneficially owned by any 20% Shareholder, and
such assignment or succession shall have occurred in the course of a
transaction or series of transactions not involving a public offering
within the meaning of the Securities Act of 1933.
5. A person shall be the "beneficial owner" of any Voting Shares:
(a) which such person or any of its Affiliates and Associates (as
hereinafter defined) beneficially own, directly or indirectly, or
B-5
<PAGE>
(b) which such person or any of its Affiliates and Associates has
(i) the right to acquire (whether such right is exercisable
immediately or only after the passage of time), pursuant to any
agreement, arrangement or understanding or upon the exercise of
conversion rights, exchange rights, warrants, or options, or
otherwise, or (ii) the right to vote pursuant to any agreement,
arrangement or understanding, or
(c) which are beneficially owned, directly or indirectly, by any
other person with which such first mentioned person or any of its
Affiliates or Associates has any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting or
disposing of any shares of capital stock of the Corporation;
6. The outstanding Voting Shares shall include shares deemed owned
through application of subparagraph 5 of this Paragraph J above but shall
not include any other Voting Shares which may be issuable pursuant to any
agreement, or upon exercise of conversion rights, warrants or options, or
otherwise;
7. The term "Continuing Director" shall mean (i) a person who was a
member of the Board of Directors of the Corporation on April 1, 1995, (ii)
a person who was a member of the Board of Directors of the Corporation
elected by the Public Holders prior to the date as of which any 20%
Shareholder acquires in excess of 10% of the then outstanding Voting Shares
or (iii) a person designated as a Continuing Director by a majority of the
then Continuing Directors;
8. The term "other consideration to be received" shall include,
without limitation, Common Stock retained by Public Holders in the event of
a Business Combination in which the Corporation is the surviving
corporation;
9. The terms "Affiliate" and "Associate" shall have the respective
meanings given those terms in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as in effect on
April 1, 1995; and
10. The term "Subsidiary" means any corporation of which a majority of
any class of equity security (as defined in Rule 3a11-1 of the General
Rules and Regulations under the Securities Exchange Act of 1934, as in
effect on April 1, 1995 is owned, directly or indirectly, by the
Corporation, provided, however, that for the purposes of the definition of
20% Shareholder set forth in subparagraph 4 of this Paragraph J, the term
"Subsidiary" shall mean only a corporation of which a majority of each
class of equity security is owned, directly or indirectly, by the
Corporation.
K. A majority of the Continuing Directors shall have the power and duty to
determine for the purpose of this Article VIII, on the basis of information
known to them, (i) the number of Voting Shares beneficially owned by any person,
(ii) whether a person is an Affiliate or Associate of another, (iii) whether a
person has an agreement, arrangement or understanding with another as to the
matters referred to in subparagraph 5 of Paragraph J, (iv) whether the assets
subject to any Business Combination have an aggregate fair market value of
$5,000,000 or more and (v) such other matters with respect to which a
determination is required under this Article VIII.
L. Nothing contained in this Article VIII shall be construed to relieve any
20% Shareholder from any fiduciary obligation imposed by law.
M. Notwithstanding anything contained in these Restated Articles to the
contrary, unless a majority of the Continuing Directors (as defined in Article
VIII hereof) shall approve such alteration, amendment repeal or adoption, the
affirmative vote of the holders of at least 70% of the voting power of all of
the shares of the Corporation entitled to vote generally in the election of
directors, voting together as a single class, shall be required to alter, amend,
repeal or adopt any provision inconsistent with Paragraphs H through M of this
Article VIII.
B-6
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EXHIBIT C
INDIANA BUSINESS CORPORATION LAW
CHAPTER 44
DISSENTERS' RIGHTS
23-1-44-1. "Corporation" defined.--As used in this chapter, "corporation"
means the issuer of the shares held by a dissenter before the corporate action,
or the surviving or acquiring corporation by merger or share exchange of that
issuer.
23-1-44-2. "Dissenter" defined.--As used in this chapter, "dissenter" means
a shareholder who is entitled to dissent from corporate action under section 8
[IC 23-1-44-8] of this chapter and who exercises that right when and in the
manner required by sections 10 through 18 [IC 23-1-44-10--23-1-44-18] of this
chapter.
23-1-44-3. "Fair value" defined.--As used in this chapter, "fair value,"
with respect to a dissenter's shares, means the value of the shares immediately
before the effectuation of the corporate action to which the dissenter objects,
excluding any appreciation or depreciation in anticipation of the corporate
action unless exclusion would be inequitable.
23-1-44-4. "Interest" defined.--As used in this chapter, "interest" means
interest from the effective date of the corporate action until the date of
payment, at the average rate currently paid by the corporation on its principal
bank loans or, if none, at a rate that is fair and equitable under all the
circumstances.
23-1-44-5. "Record shareholder" defined.--As used in this chapter, "record
shareholder" means the person in whose name shares are registered in the records
of a corporation or the beneficial owner of shares to the extent that treatment
as a record shareholder is provided under a recognition procedure or a
disclosure procedure established under IC 23-1-30-4.
23-1-44-6. "Beneficial shareholder" defined.--As used in this chapter,
"beneficial shareholder" means the person who is a beneficial owner of shares
held by a nominee as the record shareholder.
23-1-44-7. "Shareholder" defined.--As used in this chapter, "shareholder"
means the record shareholder or the beneficial shareholder.
23-1-44-8. Shareholder dissent.--(a) A shareholder is entitled to dissent
from, and obtain payment of the fair market value of the shareholder's shares in
the event of, any of the following corporate actions:
(1) Consummation of a plan of merger to which the corporation is a party
if:
(A) Shareholder approval is required for the merger by IC 23-1-40-3
or the articles of incorporation; and
(B) The shareholder is entitled to vote on the merger.
(2) Consummation of a plan of share exchange to which the corporation is a
party as the corporation whose shares will be acquired, if the
shareholder is entitled to vote on the plan.
(3) Consummation of a sale or exchange of all, or substantially all, of
the property of the corporation other than in the usual and regular
course of business, if the shareholder is entitled to vote on the sale
or exchange, including a sale in dissolution, but not including a sale
pursuant to court order or a sale for cash pursuant to a plan by which
all or substantially all of the net proceeds of the sale will be
distributed to the shareholders within one (1) year after the date of
sale.
(4) The approval of a control share acquisition under IC 23-1-42.
(5) Any corporate action taken pursuant to a shareholder vote to the
extent the articles of incorporation, bylaws, or a resolution of the
board of directors provides that voting or nonvoting shareholders are
entitled to dissent and obtain payment for their shares.
(b) This section does not apply to the holders of shares of any class or
series if, on the date fixed to determine the shareholders entitled to receive
notice of and vote at the meeting of shareholders at which the merger, plan of
share exchange, or sale or exchange of property is to be acted on, the shares of
that class or series were:
(1) Registered on a United States securities exchange registered under the
Exchange Act (as defined in IC 23-1-43-9); or
(2) Traded on the National Association of Securities Dealers, Inc.
Automated Quotations System Over-the-Counter Markets--National Market
Issues or a similar market.
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(c) A shareholder:
(1) Who is entitled to dissent and obtain payment for the
shareholder's shares under this chapter: or
(2) Who would be so entitled to dissent and obtain payment but for the
provisions of subsection (b): may not challenge the corporate action
creating (or that, but for the provisions of subsection (b), would have
created) the shareholder's entitlement.
23-1-44-9. Beneficial shareholder dissent.--(a) A record shareholder may
assert dissenters' rights as to fewer than all the shares registered in the
shareholder's name only if the shareholder dissents with respect to all shares
beneficially owned by any one (1) person and notifies the corporation in writing
of the name and address of each person on whose behalf the shareholder asserts
dissenter's rights. The rights of a partial dissenter under this subsection are
determined as if the shares as to which the shareholder dissents and the
shareholder's other shares were registered in the names of different
shareholders.
(b) A beneficial shareholder may assert dissenters' rights as to shares
held on the shareholder's behalf only if:
(1) The beneficial shareholder submits to the corporation the record
shareholder's written consent to the dissent not later than the time
the beneficial shareholder asserts dissenters' rights; and
(2) The beneficial shareholder does so with respect to all the beneficial
shareholder's shares or those shares over which the beneficial
shareholder has power to direct the vote.
23-1-44-10. Notice of dissenters' rights preceding shareholder vote.--(a)
If proposed corporate action creating dissenters' rights under section 8 [IC
23-1-44-8] of this chapter is submitted to a vote at a shareholders' meeting,
the meeting notice must state that shareholders are or may be entitled to assert
dissenters' rights under this chapter.
(b) If corporate action creating dissenters' rights under section 8 of this
chapter is taken without a vote of shareholders, the corporation shall notify in
writing all shareholders entitled to assert dissenters' rights that the action
was taken and send them the dissenters' notice described in section 12 [IC
23-1-44-12] of this chapter.
23-1-44-11. Notice of intent to dissent.--(a) If proposed corporate action
creating dissenters' rights under section 8 [IC 23-1-44-8] of this chapter is
submitted to a vote at a shareholders' meeting, a shareholder who wishes to
assert dissenters' rights:
(1) Must deliver to the corporation before the vote is taken written
notice of the shareholder's intent to demand payment for the
shareholder's shares if the proposed action is effectuated; and
(2) Must not vote the shareholder's shares in favor of the proposed
action.
(b) A shareholder who does not satisfy the requirements of subsection (a)
is not entitled to payment for the shareholder's shares under this chapter.
23-1-44-12. Notice of dissenters' rights following action creating
rights.--(a) If proposed corporate action creating dissenters' rights under
section 8 [IC 23-1-44-8] of this chapter is authorized at a shareholders'
meeting, the corporation shall deliver a written dissenters' notice to all
shareholders who satisfied the requirements of section 11 [IC 23-1-44-11] of
this chapter.
(b) The dissenters' notice must be sent no later than ten (10) days after
approval by the shareholders, or if corporate action is taken without approval
by the shareholders, then ten (10) days after the corporate action was taken.
The dissenters' notice must:
(1) State where the payment demand must be sent and where and when
certificates for certificated shares must be deposited;
(2) Inform holders of uncertificated shares to what extent transfer
of the shares will be restricted after the payment demand is
received;
(3) Supply a form for demanding payment that includes the date of the
first announcement to news media or to shareholders of the terms
of the proposed corporate action and requires that the person
asserting dissenters' rights certify whether or not the person
acquired beneficial ownership of the shares before that date:
(4) Set a date by which the corporation must receive the payment
demand, which date may not be fewer than thirty (30) nor more
than sixty (60) days after the date the subsection (a) notice is
delivered; and
(5) Be accompanied by a copy of this chapter.
23-1-44-13. Demand for payment by dissenter.--(a) A shareholder sent a
dissenters' notice described in IC 23-1-42-11 or in section 12 [IC 23-1-44-12]
of this chapter must demand payment, certify whether the shareholder acquired
beneficial ownership of the shares before the date required to be set forth in
the dissenter's notice under section 12(b)(3) [IC 23-1-44-12(b)(3)] of this
chapter, and deposit the shareholder's certificates in accordance with the terms
of the notice.
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(b) The shareholder who demands payment and deposits the shareholder's
shares under subsection (a) retains all other rights of a shareholder until
these rights are canceled or modified by the taking of the proposed corporate
action.
(c) A shareholder who does not demand payment or deposit the shareholder's
share certificates where required, each by the date set in the dissenters'
notice, is not entitled to payment for the shareholder's shares under this
chapter and is considered, for purposes of this article, to have voted the
shareholder's shares in favor of the proposed corporate action.
23-1-44-14. Transfer of shares restricted after demand for payment.--(a)
The corporation may restrict the transfer of uncertificated shares from the date
the demand for their payment is received until the proposed corporate action is
taken or the restrictions released under section 16 [IC 23-1-44-16] of this
chapter.
(b) The person for whom dissenters' rights are asserted as to
uncertificated shares retains all other rights of a shareholder until these
rights are canceled or modified by the taking of the proposed corporate action.
23-1-44-15. Payment to dissenter.--(a) Except as provided in section 17 [IC
23-1-44-17] of this chapter, as soon as the proposed corporate action is taken,
or, if the transaction did not need shareholder approval and has been completed,
upon receipt of a payment demand, the corporation shall pay each dissenter who
complied with section 13 [IC 23-1-44-13] of this chapter the amount the
corporation estimates to be the fair value of the dissenter's shares.
(b) The payment must be accompanied by:
(1) The corporation's balance sheet as of the end of a fiscal year
ending not more than sixteen (16) months before the date of
payment, an income statement for that year, a statement of
changes in shareholders' equity for that year, and the latest
available interim financial statements, if any;
(2) A statement of the corporation's estimate of the fair value of
the shares; and (3) A statement of the dissenter's right to
demand payment under section 18 [IC 23-1-44-18] of this chapter.
23-1-44-16. Return of shares and release of restrictions.--(a) If the
corporation does not take the proposed action within sixty (60) days after the
date set for demanding payment and depositing share certificates, the
corporation shall return the deposited certificates and release the transfer
restrictions imposed on uncertificated shares.
(b) If after returning deposited certificates and releasing transfer
restrictions, the corporation takes the proposed action, it must send a new
dissenters' notice under section 12 [IC 23-1-44-12] of this chapter and repeat
the payment demand procedure.
23-1-44-17. Offer of fair value for shares obtained after first
announcement.--(a) A corporation may elect to withhold payment required by
section 15 [IC 23-1-44-15] of this chapter from a dissenter unless the dissenter
was the beneficial owner of the shares before the date set forth in the
dissenters' notice as the date of the first announcement to news media or to
shareholders of the terms of the proposed corporate action.
(b) To the extent the corporation elects to withhold payment under
subsection (a), after taking the proposed corporate action, it shall estimate
the fair value of the shares and shall pay this amount to each dissenter who
agrees to accept it in full satisfaction of the dissenter's demand. The
corporation shall send with its offer a statement of its estimate of the fair
value of the shares and a statement of the dissenter's right to demand payment
under section 18 [IC 23-1-44-18] of this chapter.
23-1-44-18. Dissenter demand for fair value under certain conditions.--(a)
A dissenter may notify the corporation in writing of the dissenter's own
estimate of the fair value of the dissenter's shares and demand payment of the
dissenter's estimate (less any payment under section 15 [IC 23-1-44-15] of this
chapter), or reject the corporation's offer under section 17 [IC 23-1-44-17] of
this chapter and demand payment of the fair value of the dissenter's shares, if:
(1) The dissenter believes that the amount paid under section 15 of
this chapter or offered under section 17 of this chapter is less
than the fair value of the dissenter's shares:
(2) The corporation fails to make payment under section 15 of this
chapter within sixty (60) days after the date set for demanding
payment: or
(3) The corporation, having failed to take the proposed action, does
not return the deposited certificates or release the transfer
restrictions imposed on uncertificated shares within sixty (60)
days after the date set for demanding payment.
(b) A dissenter waives the right to demand payment under this section
unless the dissenter notifies the corporation of the dissenter's demand in
writing under subsection (a) within thirty (30) days after the corporation made
or offered payment for the dissenter's shares.
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<PAGE>
23-1-44-19. Effect of failure to pay demand--Commencement of judicial
appraisal proceeding.--(a) If a demand for payment under IC 23-1-42-11 or under
section 18 [IC 23-1-44-18] of this chapter remains unsettled, the corporation
shall commence a proceeding within sixty (60) days after receiving the payment
demand and petition the court to determine the fair value of the shares. If the
corporation does not commence the proceeding within the sixty (60) day period,
it shall pay each dissenter whose demand remains unsettled the amount demanded.
(b) The corporation shall commence the proceeding in the circuit or
superior court of the county where a corporation's principal office (or, if none
in Indiana, its registered office) is located. If the corporation is a foreign
corporation without a registered office in Indiana, it shall commence the
proceeding in the county in Indiana where the registered office of the domestic
corporation merged with or whose shares were acquired by the foreign corporation
was located.
(c) The corporation shall make all dissenters (whether or not residents of
this state) whose demands remain unsettled parties to the proceeding as in an
action against their shares and all parties must be served with a copy of the
petition. Nonresidents may be served by registered or certified mail or by
publication as provided by law.
(d) The jurisdiction of the court in which the proceeding is commenced
under subsection (b) is plenary and exclusive. The court may appoint one (1) or
more persons as appraisers to receive evidence and recommend decision on the
question of fair value. The appraisers have the powers described in the order
appointing them or in any amendment to it. The dissenters are entitled to the
same discovery rights as parties in other civil proceedings.
(e) Each dissenter made a party to the proceeding is entitled to judgment.
(1) For the amount, if any, by which the court finds the fair value
of the dissenter's shares, plus interest, exceeds the amount paid
by the corporation: or
(2) For the fair value, plus accrued interest, of the dissenter's
after-acquired shares for which the corporation elected to
withhold payment under section 17 [IC 23-1-44-17] of this
chapter.
23-1-44-20. Judicial determination and assessment of costs.--(a) The court
in an appraisal proceeding commenced under section 19 [IC 23-1-44-19] of this
chapter shall determine all costs of the proceeding, including the reasonable
compensation and expenses of appraisers appointed by the court. The court shall
assess the costs against such parties and in such amounts as the court finds
equitable.
(b) The court may also assess the fees and expenses of counsel and experts
for the respective parties, in amounts the court finds equitable:
(1) Against the corporation and in favor of any or all dissenters if
the court finds the corporation did not substantially comply with
the requirements of sections 10 through 18 [IC
23-1-44-10--23-1-44-18] of this chapter: or
(2) Against either the corporation or a dissenter, in favor of any
other party, if the court finds that the party against whom the
fees and expenses are assessed acted arbitrarily, vexatiously, or
not in good faith with respect to the rights provided by this
chapter.
(c) If the court finds that the services of counsel for any dissenter were
of substantial benefit to other dissenters similarly situated and that the fees
for those services should not be assessed against the corporation, the court may
award to these counsel reasonable fees to be paid out of the amounts awarded the
dissenters who were benefitted.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
It is expected that a resolution in substantially the following form will
be adopted by the Board of Directors of the Registrant prior to the effective
date of this Registration Statement:
RESOLVED: that with respect to the preparation and filing of the
Registration Statement on Form S-4 (File No. 33-57381), including the
Prospectus/Proxy Statement contained therein, with the Securities and
Exchange Commission in connection with the proposed exchange of each
outstanding share of common stock, without par value, of Southern Indiana
Gas and Electric Company for one share of common stock, without par value,
of this Company, each such share to be issued in connection with a
reorganization whereby Southern Indiana Gas and Electric Company will
become a wholly owned subsidiary of this Company, this Company shall
indemnify and save harmless each and every officer and employee of the
Company executing and preparing the Registration Statement and
Prospectus/Proxy Statement 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/Proxy Statement 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.
The Indiana Business Corporation Law ("BCL") provides that the Registrant
may, and in some circumstances must, indemnify its directors and officers
against liabilities and expenses incurred by such person by reason of the fact
that such person was serving in such capacity, subject to certain limitations
and conditions set forth in the BCL. In addition, the Registrant's By-Laws
provide that the Registrant will indemnify its directors and officers, the
directors and officers of any subsidiary of the Registrant and any person
serving in any position or capacity in any business entity at the Registrant's
request, against liabilities and reasonable expenses incurred by such person by
reason of the fact that such person was serving in such capacity, subject to
certain limitations and conditions set forth therein and subject to the BCL.
The Registrant's parent company, Southern Indiana Gas and Electric Company
("SIGECO"), has an insurance policy covering its liabilities and expenses which
might arise in connection with its lawful indemnification of its directors and
officers and officers and directors of SIGECO's subsidiaries, including the
Registrant, for certain of their liabilities and expenses. Officers and
directors of SIGECO and the Registrant are covered under this policy for certain
other liabilities and expenses. It is anticipated that the Registrant will
procure comparable insurance coverage as soon as practicable upon completion of
the Exchange contemplated by this Registration Statement.
Item 21. Exhibits.
The following exhibits are filed herewith:
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
--------- ----------------------------
2(a) Agreement and Plan of Exchange (attached as Exhibit A
to the Prospectus/Proxy Statement).
3(a) Restated Articles of Incorporation of SIGCORP, Inc.
(attached as Exhibit B to the Prospectus/Proxy
Statement).
3(b) By-Laws of SIGCORP, Inc.
5 Opinion re Legality of Messers. Bamberger, Foreman,
Oswald and Hahn.
23(a) Consent of Messers. Bamberger, Foreman, Oswald and Hahn
(included in (5)).
23(b) Consent of Arthur Andersen LLP.
23(c) Consent of Messers. Winthrop, Stimson, Putnam &
Roberts.
II-1
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*99(a) Amended Articles of Incorporation of Southern Indiana
Gas and Electric 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 Southern Indiana Gas and Electric
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 Southern
Indiana Gas and Electric 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).
*99(b) By-laws of Southern Indiana Gas and Electric Company,
as amended through September 22, 1993. (Physically
filed and designated in Form 10-K for the fiscal year
1993, File No. 1-3553, as Exhibit 3-B.)
99(c) Form of Proxy (previously filed).
- ----------
*Incorporated by reference.
ITEM 22. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) That, for purposes of determining any liability under the Securities
Act of 1933 (the "Act"), each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement 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.
(2) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this form
within one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.
(3) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it became
effective.
(4) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus
will contain the information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters, in addition to
the information called for by the other Items of the applicable form.
(5) That every prospectus (i) that is filed pursuant to paragraph (1)
immediately preceding, or (ii) that purports to meet the requirements of section
10(a)(3) of the Act, and is used in connection with an offering of securities
subject to Rule 415, will be filed as a part of an amendment to the registration
statement and will not be used until such amendment is effective, and that, for
purposes of determining any liability under the 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.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions described in Item 20, 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 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
successful 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 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this amendment to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Evansville,
State of Indiana, on February 21, 1995.
SIGCORP, INC.
RONALD G. REHERMAN
By: _____________________________________
Name: Ronald G. Reherman
Title: 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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ---- ----
<S> <C> <C>
/S/ RONALD G. REHERMAN Chairman, President, February 21, 1995
- ----------------------------------- Chief Executive Officer
Ronald G. Reherman and Director
/S/ ANDREW E. GOEBEL Secretary, Treasurer February 21, 1995
- -----------------------------------
Andrew E. Goebel
/S/ MELVIN H. DODSON Director February 21, 1995
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Melvin H. Dodson
/S/ WALTER R. EMGE Director February 21, 1995
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Walter R. Emge
/S/ ROBERT L. KOCH II Director February 21, 1995
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Robert L. Koch II
/S/ JERRY A. LAMB Director February 21, 1995
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Jerry A. Lamb
/S/ DONALD A. RAUSCH Director February 21, 1995
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Donald A. Rausch
/S/ RICHARD W. SHYMANSKI Director February 21, 1995
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Richard W. Shymanski
/S/ DONALD E. SMITH Director February 21, 1995
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Donald E. Smith
/S/ JAMES S. VINSON Director February 21, 1995
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James S. Vinson
/S/ NORMAN P. WAGNER Director February 21, 1995
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Norman P. Wagner
</TABLE>
EXHIBIT 3(b)
BY-LAWS
OF
SIGCORP, INC.
AS AMENDED THROUGH FEBRUARY 21, 1995
ARTICLE I
LOCATION OF OFFICES
Section 1. Principal Office. The principal office of the corporation shall
be at 20-24 N.W. Fourth Street, Evansville, Vanderburgh County, Indiana.
Section 2. Other Offices. The corporation may have and maintain such other
offices as the Board of Directors may deem expedient.
ARTICLE II
CORPORATE SEAL
The corporation shall have a corporate seal with the name of the
corporation and the words "Evansville, Indiana" inscribed about a circle and in
other respects shall be in such form and device as the Board of Directors may
determine. The Board of Directors may change the form, device and inscription on
the seal at pleasure.
ARTICLE III
FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of January
and end on the thirty-first day of December of each year.
ARTICLE IV
SHAREHOLDERS' MEETINGS
Section 1. Place of Meetings. All meetings of the shareholders shall be
held at the principal office of the corporation, except such meetings as the
Board of Directors by resolution determine shall be held elsewhere, in which
case meetings may be held upon notice, as hereinafter provided, at such place or
places within or without the State of Indiana as the Board of Directors may
determine.
Section 2. Annual Meeting. The annual meeting of the shareholders shall be
held at 3:00 o'clock P.M. on the fourth Tuesday of April in each year, or on
such other date or time as may be fixed by the Board of Directors and stated in
the notice of the meeting, provided such annual meeting shall be held in any
event within five (5) months after the close of the fiscal year of the
corporation for the election of Directors and the transaction of such other
business as may properly come before the meeting.
Section 3. Special Meetings. Except as otherwise required by law and
subject to the rights of any class or series of stock having a preference over
the common stock as to dividends or upon liquidation, a special meeting of the
shareholders of the corporation may be called by the Board of Directors, the
Chairman of the Board or the Chief Executive Officer, or by the Secretary upon
the request in writing of the holders of not less than seventy percent (70%) of
the voting stock of the corporation.
Section 4. Notices. At least ten (10) days before any meeting of
shareholders written or printed notice stating the place, day and hour of the
meeting and, in case of a special meeting or when required by law or by the
Restated Articles of Incorporation, the purpose or purposes for which the
meeting is called, shall be delivered or mailed by the Secretary or by the
officers or persons calling the meeting to each shareholder of record entitled
by law, these By-Laws or the Restated Articles of Incorporation to vote at such
<PAGE>
meeting, at such address as appears on the records of the corporation. Notice of
any shareholders' meeting may be waived in writing by any shareholder if the
waiver sets forth in reasonable detail the purpose or purposes for which the
meeting is called and the time and place thereof. Attendance at any meeting in
person or by proxy when the instrument of proxy sets forth in reasonable detail
the purpose or purposes for which the meeting is called, shall constitute a
waiver of notice of such meeting. No notice of the holding of an adjourned
meeting shall be necessary. Each shareholder who has, in the manner above
provided, waived notice of a shareholders' meeting or who personally attends a
shareholders' meeting or is represented thereat by a proxy authorized to appear
by an instrument of proxy complying with the requirements above set forth, shall
be conclusively presumed to have been given due notice of such meeting.
Section 5. Quorum. Subject to the provisions of the Restated Articles of
Incorporation, at any meeting of the shareholders one-third (1/3) of the shares
of the outstanding voting stock represented in person or by proxy shall
constitute a quorum for the transaction of business, but a lesser number may
convene and adjourn.
Section 6. Voting. Shareholders entitled by law, these By-Laws or the
Restated Articles of Incorporation to vote at any meeting of shareholders may
vote either in person or by proxy executed in writing by the shareholder or a
duly authorized attorney-in-fact. No proxy shall be valid after eleven (11)
months from the date of its execution unless a longer time is expressly provided
therein. At all meetings of the shareholders the holders of shares of the
capital stock of the corporation shall be entitled to vote the shares of such
stock standing in his name on the books of the corporation, to the extent, if
any, specified in the Restated Articles of Incorporation, upon all questions;
and a majority of the votes cast at any such meeting shall be sufficient for the
adoption or rejection of any question presented unless otherwise provided by law
or by the Restated Articles of Incorporation. No shareholder shall have
cumulative voting rights in connection with the election of Directors.
No share shall be voted at any meeting:
(1) Upon which any installment is due and unpaid, or
(2) Which belongs to the corporation.
For the purpose of determining shareholders entitled to vote at any meeting
of the shareholders or any adjournment thereof, only those shareholders who are
shareholders of record on the record date fixed by the Board of Directors or as
provided in Article XI, Section 2 hereof, shall be entitled to vote. Any
shareholder acquiring title to shares of stock after said record date shall,
upon written request to the shareholder of record, be entitled to receive a
proxy from such shareholder with power of substitution to vote such stock.
Shares standing in the name of a corporation (other than SIGCORP, Inc.) may
be voted by such officers, agents or proxy as the Board of Directors of such
corporation may appoint. Shares held by fiduciaries may be voted by the
fiduciaries in such manner as the instrument or order appointing such
fiduciaries may direct. In the absence of any such direction or the inability of
the fiduciaries to act in accordance therewith, shares held jointly by three (3)
or more fiduciaries shall be voted in accordance with the will of the majority.
Where the fiduciaries or a majority of them cannot agree or where they are
equally divided upon the questions of voting such shares, any court of general
equity jurisdiction may, upon petition filed by any of such fiduciaries or by
any party in interest, direct the voting of such shares as it may deem for the
best interests of the beneficiaries and such shares shall be voted in accordance
with such direction. Shares that are pledged may, unless otherwise provided in
the agreement of pledge, be voted by the shareholder pledging the same until the
shares have been transferred to the pledgee on the books of the corporation and
thereafter they may be voted by the pledgee.
Section 7. Voting Lists. At least five (5) days before each election of
Directors, the officer or agent having charge of the stock transfer books shall
make a complete list of the shareholders, arranged in alphabetical order, with
the address and number of shares and votes held by each, which list shall be on
file at the principal office of the company and subject to inspection by any
shareholder. Such list shall be produced and kept open at the time and place of
election and subject to the inspection of any shareholder during the holding of
such election. The original stock register or transfer books, or duplicates
thereof kept in the State of Indiana, shall be the only evidence as to who are
the shareholders entitled to examine such list or the stock ledger or transfer
book or to vote at any meeting of the shareholders.
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<PAGE>
ARTICLE V
DIRECTORS
Section 1. Number. The Board of Directors of this corporation shall consist
of ten (10) members.
Section 2. Classes. The Board of Directors shall be and is divided into
three (3) Classes--Class I, Class II and Class III--which will be as nearly
equal in number as possible. No Class shall include less than three (3)
Directors.
Section 3. Election. At the annual meeting of shareholders immediately
after the members of the Board of Directors are initially divided into the above
described Classes by appropriate amendment of the Restated Articles of
Incorporation of the corporation, those Directors who are assigned to Class I
shall be elected for one-year terms, those assigned to Class II shall be elected
for two-year terms and those assigned to Class III shall be elected for
three-year terms. At each succeeding annual meeting of the shareholders, an
election of Directors of the corporation shall be held for the Class of
Directors whose terms of office expire at such time. In the event of a failure
to hold an annual meeting of the shareholders or to conduct an election of
Directors at any annual meeting of shareholders which is held, the Directors to
be elected at such meeting may be elected at any special meeting of the
shareholders called for that purpose. At any election of Directors, the Chairman
of the Board, if presiding, or the Chief Executive Officer, if other than the
Chairman of the Board, may appoint inspectors or judges who shall report to the
meeting upon the validity of all proxies received, count the votes cast and make
a report thereof at such meeting.
Section 4. Term of Office, Qualification and Retirement.
A. With Respect to Each Director Elected Prior to May 1, 1995, except for
each initial Director in Class I and Class II who shall serve for the respective
terms designated in the preceding Section 3, each such Director shall serve for
a term ending on the date of the third annual meeting of shareholders following
the annual meeting at which such Director was elected; provided, however, that
any Director who arrives at the age of seventy-two (72) years (age of seventy
(70) years if such Director was born on or after January 1, 1934) shall tender
his resignation to become effective at the end of the calendar year prior to the
year of expiration of the term during which the Director attains his
seventy-second (72nd) birthday (seventieth (70th) birthday if such Director was
born on or after January 1, 1934), and his successor shall be chosen in
accordance with the provisions of Section 5 of this Article V.
B. With Respect to Each Director Elected After May 1, 1995, each such
Director shall serve for a term ending on the date of the third annual meeting
of shareholders following the annual meeting at which such Director was elected;
provided, however, that any such Director who arrives at the age of seventy (70)
years during his elected term shall tender his resignation to become effective
at the end of the calendar year during which he attains his seventieth (70th)
birthday, and his successor shall be chosen in accordance with the provisions of
Section 5 of this Article V.
C. By invitation of the Board of Directors, board members who have held the
position of Chairman of the Board or Chief Executive Officer of the Company may,
upon retirement from the Board of Directors, be elected, on an annual basis, to
serve in the capacity of an advisory board member. Advisory board members are
entitled to receive the annual stipend portion of the regularly established
directors compensation then in effect pursuant to Section 7 of this Article V;
however, they shall not enjoy voting privileges. Furthermore, advisory board
members shall not receive regular committee assignments, but may, from time to
time, be called for committee service for which they will be compensated at the
established per meeting fee.
Section 5. Vacancies. Each Director shall serve until his successor is
elected and qualified or until his death, retirement, resignation or removal.
Should a vacancy occur or be created, whether arising through the death,
resignation or removal of a Director or through an increase in the number of
Directors, such vacancy shall be filled by a majority vote of the remaining
Directors of all Classes of the Board of Directors or, at the discretion of the
Board of Directors, such vacancy may be filled by vote of the shareholders at a
special meeting called for that purpose. A Director so elected to fill a vacancy
shall serve for the remainder of the then-present term of office of the Class to
which such Director was elected.
Section 6. Removal. Any Director, or the entire Board of Directors, may be
removed; provided, however, that such removal must be for cause and must be
approved in accordance with provisions of this Section 6. Removal for cause must
be approved by at least seventy percent (70%) of the combined voting power of
the outstanding shares of stock of the corporation then entitled to be voted at
an election for that Director, voting together as a single Class, and the action
for removal must be brought within three (3) years of the occurrence of such
cause.
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<PAGE>
Section 7. Compensation. The Directors shall receive such compensation for
their service as Directors and as members of any committee appointed by the
Board as may be prescribed by the Board of Directors. The Directors shall also
be reimbursed for ordinary and reasonable expenses incurred in the performance
of their duties. No such payment shall preclude any Director from serving the
corporation in any other capacity and receiving compensation therefor.
ARTICLE VI
DIRECTORS' MEETINGS
Section 1. Regular Meetings. Regular meetings of the Board of Directors
shall be held at the principal office of the corporation on the third Tuesday of
each month at 10:00 o'clock A.M., or on such other day of the month, time of the
day or place, within or without the State, as the Board of Directors may
designate.
Section 2. Special Meetings. Special meetings of the Board of Directors may
be held at any time at the principal office of the corporation or elsewhere
within or without the State as shall be specified in the notice of such meeting.
The Secretary shall call a special meeting whenever and wherever so
requested by the Chairman of the Board, the Chief Executive Officer or any three
(3) Directors.
Section 3. Organization Meeting. Immediately following the meeting of the
shareholders at which the members of any Class of Directors are elected, the
members of all Classes of the Board of Directors shall meet and organize and
transact such other business as may properly be presented at such meeting.
Section 4. Notice. No notice shall be required for a regular meeting of the
Board of Directors or of an adjourned meeting. A reasonable notice of special
meetings, in writing or otherwise, shall be given to each Director or sent to
his residence or place of business. Notice of a special meeting shall specify
the time and place of holding the meeting. Unless otherwise stated in the notice
thereof, any and all business may be transacted at a special meeting of the
Board of Directors. No notice shall be required to be given to any Director who
signs a written waiver of notice before the meeting, at the time of the meeting
or at any time thereafter.
Section 5. Quorum. At all meetings of the Board of Directors a majority of
the whole Board shall be necessary to constitute a quorum for the transaction of
any business except the filling of vacancies, but a lesser number may convene
and adjourn.
Section 6. Voting. All questions coming before any meeting of the Board of
Directors for action shall be decided by a majority vote of all Classes of the
Board of Directors present at such meeting unless otherwise provided by law, the
Restated Articles of Incorporation or the other provisions of these By-Laws.
ARTICLE VII
EXECUTIVE COMMITTEE
Section 1. Number, Qualification, Appointment, Alternates. The Board of
Directors shall appoint not less than two (2) Directors who, together with the
Chairman of the Board and the Chief Executive Officer (if other than the
Chairman), shall constitute the Executive Committee. The Board of Directors in
its discretion may also appoint one (1) or more Directors as alternate members
of the Executive Committee to serve in place of any regular member of the
Executive Committee (other than the Chairman of the Board or the Chief Executive
Officer) during any period of time when such regular member is unavailable as a
member of the Executive Committee on account of illness, absence or otherwise.
The Chief Executive Officer of the corporation shall serve as Chairman of the
Executive Committee.
Section 2. Powers and Duties. The Executive Committee shall have and
exercise all the authority of the entire Board of Directors when the Board is
not in session with respect to all matters except the following:
(1) Amending the Restated Articles of Incorporation;
(2) Adopting an Agreement or a Plan of Merger, Consolidation or other
"Business Combination" as that term is defined in Article VIII of the
Restated Articles of Incorporation;
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<PAGE>
(3) Proposing a special corporate transaction such as the sale, lease,
exchange, mortgage, pledge or disposition of all fixed assets of the
corporation; or
(4) Terminating, winding up and/or changing the nature of the
corporation's business.
Section 3. Term of Office. The members of the Executive Committee shall
hold office from the date of their appointment until the next succeeding
organization meeting of the Directors, provided that the Board of Directors
shall at all times have the power to remove any member of the Executive
Committee.
Section 4. Vacancies. Any vacancy or vacancies in the Executive Committee
arising from any cause shall be filled by the remaining Directors.
Section 5. Fees. Members of the Executive Committee, as such, shall not
receive any stated salary for their services, but expenses of attendance, if
any, and a fee in such an amount as may be determined by the Board of Directors
from time to time shall be paid for attendance at each Executive Committee
meeting.
Section 6. Meetings. The Executive Committee shall meet at such times and
places as the Chairman of the Board or Chief Executive Officer or a majority of
the Committee members may designate, provided that reasonable notice of such
meeting shall be given each member. A majority of the Executive Committee shall
constitute a quorum for the transaction of all business.
Section 7. Minutes. The Executive Committee shall keep minutes of all its
meetings which shall be recorded in the minute book of the corporation and shall
be promptly submitted to the Board of Directors for approval.
ARTICLE VIII
AUDIT COMMITTEE
The Board of Directors shall appoint an Audit Committee consisting of not
less than three (3) nor more than five (5) members of the Board of Directors,
none of whom shall be an officer of the corporation. Each member of the Audit
Committee shall receive a fee fixed by the Board of Directors for attendance at
each meeting of the Audit Committee.
ARTICLE IX
OFFICERS
Section 1. Titles. The mandatory officers of the corporation shall consist
of a Chairman of the Board, a President, a Secretary and a Treasurer. In
addition, the Chairman of the Board or the President shall be elected by the
Board of Directors to be Chief Executive Officer of the corporation. In the
event of a vacancy in the office of Chief Executive Officer, or the absence or
disability of the officer serving in such capacity, then the other officer
eligible to be elected to such office (if not one and the same person) shall
perform the duties of Chief Executive Officer. The Board of Directors may elect,
at the request of the Chief Executive Officer, one (1) or more Executive
Vice-Presidents, one (1) or more Senior Vice-Presidents, one (1) or more
Vice-Presidents, one (1) Controller, one (1) or more Assistant Controllers, one
(1) or more Assistant Secretaries, one (1) or more Assistant Treasurers,
Assistant or Assistants to the President or any Executive Vice-President or
Vice-President.
The Board of Directors may designate the President or any Vice-President as
the Chief Operating Officer of the Corporation and may designate any
Vice-President or the Secretary or the Treasurer as the Chief Financial Officer
of the Corporation.
Section 2. Qualifications of the Chairman of the Board and President. The
Chairman of the Board and the President shall be chosen from among the members
of the Board of Directors.
Section 3. Election of Officers. The mandatory officers of the corporation
shall be elected annually at the organization meeting of the Board of Directors.
Any other officers not so elected at such meeting may be elected subsequently at
any regular or special meeting of the Board.
Section 4. Term of Office Qualification and Retirement. All officers shall
serve at the pleasure of the Board and shall hold office from the date of their
election until the next succeeding annual organization meeting of the Board of
Directors or until their successors are elected and shall qualify; provided,
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<PAGE>
however, that any officer shall tender his resignation to become effective at
the end of the calendar month during which the officer attains his sixty-fifth
(65th) birthday.
Section 5. Vacancies. Any vacancy or vacancies among the officers arising
from any cause may be filled by the Board of Directors.
Section 6. Compensation of Officers. The Board of Directors shall fix the
compensation of the Chief Executive Officer, the President, the Chief Operating
Officer, the Chief Financial Officer and the Chairman of the Board, when said
Chairman is also serving as an active employee of the Company. The compensation
of all other officers shall be fixed by the Chief Executive Officer.
Section 7. Combining Offices. Any two (2) or more offices may be held by
the same person except that the duties of President and Secretary shall not be
performed by the same person.
ARTICLE X
POWERS AND DUTIES OF DIRECTORS AND OFFICERS
Section 1. Directors. The business and affairs of the corporation shall be
managed by the Board of Directors, except where specifically excepted by law,
the Restated Articles of Incorporation or the other provisions of these By-Laws.
Section 2. Chairman of the Board. The Chairman of the Board shall preside
at all meetings of the Board of Directors and at all meetings of shareholders
and shall in general perform all duties incident to the office of Chairman of
the Board and such other duties as may be assigned to him from time to time by
the Board of Directors. The Chairman of the Board when acting as the Chief
Executive Officer shall also exercise the duties set forth in Section 3 of this
Article X.
Section 3. Chief Executive Officer. The Chief Executive Officer of the
corporation shall have the general control and management of its business and
affairs subject to the control of the Board of Directors.
Section 4. President. The President shall perform all duties as may be
assigned to him from time to time by the Chief Executive Officer (if other than
the President) or by the Board of Directors. The President when acting as the
Chief Executive Officer of the corporation shall also exercise the duties set
forth in Section 3 of this Article X.
Section 5. Vice-Presidents. The Executive, Senior or other Vice-Presidents
shall have such responsibilities and perform such duties as may be respectively
assigned to them from time to time by the Board of Directors, the Executive
Committee or the Chief Executive Officer. In the absence or disability of the
President, an Executive Vice-President or a Senior Vice-President may be
designated by the Board of Directors or Executive Committee to perform and
exercise all of the powers of the President.
Section 6. Secretary. The Secretary shall have the custody of the corporate
seal and records of the corporation and be in charge of all the records and
accounts of the corporation. He shall act as Secretary at meetings of the
shareholders, Directors and Executive Committee and enter the minutes of such
meetings in a book provided for that purpose and shall attend to publishing,
giving and serving all official notices of the corporation. He shall perform
such other duties as may be assigned to him.
Section 7. Assistant Secretaries. In the absence or disability of the
Secretary, the Assistant Secretaries shall act with all the powers of the
Secretary. They shall perform such other duties as may be assigned to them.
Section 8. Treasurer. The Treasurer shall have the custody of all
negotiable instruments and securities of the corporation and be in charge of
collection of amounts due the corporation. He shall disburse the funds of the
corporation only by check upon properly authorized vouchers and shall keep a
record of all receipts and disbursements by him. He shall have authority to give
receipts for moneys paid to the corporation and to endorse checks, drafts and
other instruments for the payment of money for deposit or collection where
necessary or proper and to deposit the same to the credit of the corporation in
such bank or banks or depositary as the Board of Directors or the Executive
Committee may designate and he may endorse all commercial documents requiring
endorsements for or on behalf of the corporation. He shall perform such other
duties as may be assigned to him.
Section 9. Assistant Treasurers. In the absence or disability of the
Treasurer, the Assistant Treasurers shall act with all the powers of the
Treasurer. They shall perform such other duties as may be assigned to them.
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<PAGE>
Section 10. Controller. The Controller shall have general supervision of
the accounting of the corporation including the preparation of all pertinent
accounting reports. He shall perform such other duties as may be assigned to
him. In the event that a Controller has not been elected by the Board of
Directors, the powers and duties of the Controller shall be assigned to the
Treasurer.
Section 11. Assistant Controllers. In the absence or disability of the
Controller, the Assistant Controllers shall act with all the powers of the
Controller. They shall perform such other duties as may be assigned to them.
ARTICLE XI
STOCK
Section 1. Stock Certificates. Each shareholder shall be entitled to a
certificate signed by the President or a Vice-President and the Secretary or an
Assistant Secretary of the corporation and sealed with the corporate seal of the
corporation, certifying to the number of shares owned by him in the corporation.
If such certificate is countersigned by the written signature of a transfer
agent other than the corporation or its employee, the signatures of the officers
of the corporation may be facsimiles. If such certificate is counter-signed by
the written signature of a registrar other than the corporation or its employee,
the signatures of the transfer agent and the officers of the corporation may be
facsimiles. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of its issue.
Section 2. Transfer of Shares. Stock shall be transferable on the stock
transfer books of the corporation in person or by attorney duly authorized and
upon surrender and cancellation of the old certificates therefor.
The Board of Directors of the corporation may close its stock transfer
books for a period not exceeding fifty (50) days preceding the date of any
meeting of shareholders or the date for the payment of any dividend. In lieu of
closing the stock transfer books the Board of Directors may fix in advance a
date not more than fifty (50) days prior to the date of any meeting of
shareholders or the date for the payment of any dividend or the date of any
other corporate action or event as the record date for the determination of the
shareholders entitled to notice of and to vote at any such meeting or entitled
to receive payment of such dividend or entitled to be considered shareholders
with respect to any such other corporate action or event; and such shareholders,
and only such shareholders, as shall be shareholders of record on the date so
fixed shall be entitled to such notice of and to vote at such meeting or be
entitled to receive payment of such dividend or be entitled to be considered
shareholders in respect of such other action or event, as the case may be,
notwithstanding the transfer of any stock on the books of the corporation after
such record date fixed as aforesaid. If the stock transfer books are not closed
and no record date is fixed by the Board of Directors, no shares shall be voted
at any meeting which shall have been transferred on the books of the corporation
within ten (10) days next preceding the date of such meeting.
Section 3. Replacing Certificates. In case of the loss or destruction of
any certificate of stock and the submission of proper proof thereof by the
owner, a new certificate may be issued in lieu thereof under such regulations
and restrictions as the Board of Directors may prescribe.
ARTICLE XII
AUTHORIZED SIGNATURES
All checks, drafts and other negotiable instruments issued by the
corporation shall be made in the name of the corporation and shall be signed by
such one (1) of the officers of the corporation and countersigned by such other
officer of the corporation or by such other person as the Board of Directors
from time to time direct; provided, however, that the same person shall not both
sign and countersign the same instrument; provided further, that dividend
checks, payroll checks, customer deposit refund checks and cashier's checks
drawn upon special accounts with designated depositaries need not be
countersigned.
ARTICLE XIII
FIDELITY BONDS
The officers and employees of the corporation shall, in the discretion of
the Board of Directors, Executive Committee or Chief Executive Officer, give
bonds for the faithful discharge of their respective duties in such form and for
such amounts as they or any of them may direct.
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ARTICLE XIV
INDEMNIFICATION
Section 1. Every person (and the heirs, executors and administrators of
such person) who is or was a director or officer of this corporation or of any
subsidiary of this corporation or who, at the request of this corporation,
served in any position or capacity or on any committee for this corporation or
for or in any other corporation, partnership, association, trust, foundation,
not-for-profit corporation, employee benefit plan or other organization or
entity, shall be indemnified by the corporation against any and all liability
and reasonable expense that may be incurred by him in connection with or
resulting from any claim, action, suit or proceeding in which either (i) such
person is wholly successful, thereby entitling such person to Mandatory
Indemnification, or (ii) such person is not wholly successful but it is
nevertheless determined, pursuant to the procedures set forth below in Section 2
of this Article IX of these By-Laws, that such person acted in good faith and
that such person reasonably believed that (a) in the case of conduct in his
official capacity, his conduct was in the corporation's best interests, or (b)
in all other cases, his conduct was at least not opposed to the best interests
of such corporation, entity or organization, and, in addition, with respect to
any criminal action or proceeding, either had reasonable cause to believe his
conduct was lawful or had no reasonable cause to believe his conduct was
unlawful, thereby entitling such person to Permissive Indemnification. The terms
"claim", "action", "suit" or "proceeding" shall mean and include any claim,
action, suit or proceeding (whether brought by or in the right of the
corporation or any other corporation or otherwise), civil, criminal,
administrative or investigative action, or threat thereof, in which a director
or officer of the corporation (or his heirs, executors or administrators) may
become involved as a party or otherwise:
(a) by reason of his being or having been a director or officer of the
corporation, or of any subsidiary corporation of the corporation, or of
any other corporation where he served as such at the request of the
corporation, or
(b) by reason of his acting or having acted in any position or
capacity or on any committee for this corporation or any subsidiary
corporation of this corporation or in any position or capacity in or for a
partnership, association, trust, foundation, not-for-profit corporation,
employee benefit plan or other organization or entity where he served as
such at the request of the corporation, or
(c) by reason of any action taken or not taken by him in any such
capacity, whether or not he continues in such capacity at the time such
liability or expense shall have been incurred.
The terms "liability" and "expenses" shall include, but shall not be
limited to, counsel fees and disbursements and amounts of judgments, fines or
penalties against, and amounts paid in settlement by or on behalf of, a person,
and excise taxes assessed with respect to an employee benefit plan, but shall
not on account of profits realized by him in the purchase or sale of securities
of the corporation. The term "wholly successful" shall mean termination of any
action, suit or proceeding against the person in question without any finding of
liability or guilt against him or the expiration of a reasonable period of time
after the making of any claim or threat of an action, suit or proceeding without
the institution of the same, without any payment or promise made to induce a
settlement.
Section 2. With regard to Permissive Indemnification, the determination
that a person acted in good faith and that such person reasonably believed that
(a) in the case of conduct in his official capacity, his conduct was in the
corporation's best interests, or (b) in all other cases, his conduct was at
least not opposed to the best interests of the corporation, and, in addition,
with respect to any criminal action or proceeding, either had reasonable cause
to believe that his conduct was lawful or had no reasonable cause to believe
that his conduct was unlawful with regard to a specific claim, action, suit or
proceeding in or as to which such person is not wholly successful shall be made
by or for the board of directors of the corporation in the manner hereinafter
described. Any request for such indemnification must first be proposed to the
board of directors of the corporation, and a motion for such indemnification may
be made by any director of the corporation, including a director who is seeking
such indemnification for himself. If a quorum of directors eligible to decide
the matter exists within the limitations and requirements of I.C.
23-1-37-12(b)(1), such directors may either (i) decide the question themselves;
(ii) refer the matter to Special Legal Counsel for decision pursuant to I.C.
23-1-37-12(b)(3)(A); or (iii) decline to take any action to either decide the
question of such indemnification or refer the matter for decision to Special
Legal Counsel. If there does not exist a quorum of directors eligible to decide
the matter within the limitations and requirements of I.C. 23-1-37-12(b)(1), a
majority of the entire board of directors may either (i) refer the matter to a
committee of two or more directors who are eligible to vote thereon pursuant to
I.C. 23-1-37-12(b)(2) who may either decide the matter themselves or refer the
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matter to Special Legal Counsel for decision pursuant to I.C.
23-1-37-12(b)(3)(B); or (iii) decline to take any action to refer the matter of
such indemnification to a committee or to Special Legal Counsel. Any decision on
the question of entitlement to such Permissive Indemnification by a majority of
a quorum of the board of directors eligible to vote pursuant to I.C.
23-1-37-12(b)(1); by a special committee of eligible directors pursuant to I.C.
23-1-27-12(b)(2); or by Special Legal Counsel duly appointed pursuant to the
provisions of I.C. 23-1-37-12(b)(3), shall be in the sole and absolute
discretion of such person or persons who are to make such determination. If it
is determined and decided that such Permissive Indemnification should be given
in a specific situation, the authorization for such indemnification and a
determination of the amount thereof shall be made in accordance with the
procedures and requirements of I.C. 23-1-37-12(c). For purposes of this Section
2, Permissive Indemnification shall be deemed to have been denied (i) if a
majority of any group of persons who are to decide the question do not vote in
favor of the proposed indemnification; (ii) if the board of directors or any
committee thereof declines to take any permitted action to either decide the
question, refer it to a committee, or refer it to Special Legal Counsel; (iii)
if no decision is made by the person or persons who were to decide such question
within a period of six (6) months after such indemnification was first proposed
to the board of directors of the corporation; or (iv) to the extent that the
dollar amount of any indemnification to be made by the corporation is less than
the total dollar amount of indemnification proposed or requested to be made. If
proposed Permissive Indemnification is denied, the question may not be
reconsidered at any subsequent time by the corporation.
Section 3. Expenses incurred with respect to any claim, action, suit or
proceeding may be advanced by the corporation (by action of the board of
directors, whether or not a disinterested quorum exists) prior to the final
disposition thereof upon receipt of an undertaking by or on behalf of the
recipient to repay such amount unless he is entitled to indemnification under
this Article of these By-Laws.
Section 4. The rights of Mandatory and Permissive Indemnification provided
in this Article of the By-Laws shall be in addition to any rights to which any
such person may otherwise be entitled by contract, as matter of law, or pursuant
to I.C. 23-1-37. Any person claiming the right to indemnification pursuant to
any provisions of these By-Laws may at any time apply for indemnification to or
seek review of any decision denying indemnification or determining the amount
thereof by a court pursuant to I.C. 23-1-37-11. Persons who are not directors or
officers of the corporation but who are employees or agents of the corporation
or any subsidiary or who are directors or officers of any subsidiary may be
indemnified to the extent authorized at any time or from time to time by the
board of directors.
Section 5. Irrespective of the provisions of this Article of the By-Laws,
the board of directors may, at any time or from time to time, approve
indemnification of directors and officers or other persons to the full extent
permitted by the provisions of the Indiana Business Corporation Law at the time
in effect, whether on account of past or future transactions.
Section 6. To the extent not inconsistent with Indiana law as in effect
from time to time, the board of directors may, at any time or from time to time,
approve the purchase and maintenance of insurance on behalf of any such
director, officer or other person against any liability asserted against him in
his capacity or arising out of his status as a director, officer, employee or
agent of the corporation or any corporation, partnership, association, employee
benefit plan, trust, foundation, not-for-profit corporation or other
organization or entity in which he served as such at the request of the
corporation, whether or not the corporation would have the power to indemnify
him under the provisions of this Article of the By-Laws. In the event that any
expense or liability otherwise subject to indemnification hereunder is covered
entirely or in part by any insurance, the indemnification provided for by this
Article of these By-Laws shall only be available, if at all, as to any uninsured
liability or expense or that portion which is in excess of the amount of all
available insurance coverage. Under no circumstances shall any insurer or other
person making payment under such an insurance policy or contract be subrogated
to the rights of any person entitled to indemnification under this Article of
these By-Laws.
Section 7. Any and all references contained in Article XIV of these By-Laws
to any provision, section, subsection or portion of the Indiana Code (I.C.)
shall mean the Indiana Code as the same existed on April 1, 1995, and no
subsequent amendment, repeal, modification, change, or judicial invalidation of
any provision of the Indiana Code subsequent to April 1, 1995, shall alter,
modify, or otherwise affect these By-Laws, and these By-Laws shall be construed
and interpreted under the statutory law of the State of Indiana as it existed as
of the date of adoption of these By-Laws.
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Section 8. The indemnification herein required or permitted by these
By-Laws shall be a contractual obligation, undertaking and commitment of the
corporation as to any person who either continued to serve or commenced to
serve, following the date of the adoption of these indemnification By-Laws, as a
director or officer of this corporation or any subsidiary of this corporation,
or in any other position or capacity, at the request of this corporation or any
subsidiary corporation, on any committee, partnership, association, trust,
foundation, not-for-profit corporation, employee benefit plan, or other
organization or entity, and no subsequent amendment or repeal of these By-Laws
and no judicial decision invalidating the legislation authorizing the
indemnification provided for by these By-Laws or invalidating all or any part of
these indemnification By-Laws shall in any manner deny, diminish, limit,
restrict, or qualify the indemnification herein provided for any such person who
so continued to serve or commenced to serve with regard to any claim concerning
any matter which occurred, which commenced to occur, or which continued to occur
subsequent to the adoption of these indemnification By-Laws and prior to any
such amendment, repeal, or judicial invalidation.
ARTICLE XV
MISCELLANEOUS
Section 1. Depositaries. The funds of the corporation shall be deposited in
the name of the corporation with such depositaries as may be designated by the
Board of Directors.
Section 2. Gender. The masculine pronoun wherever used in these By-Laws
shall mean or include the feminine pronoun where applicable.
ARTICLE XVI
AMENDMENTS
These By-Laws may be altered, amended or repealed by a majority vote of the
whole Board of Directors at any meeting, the notice of which shall include
notice of the proposed alteration, amendment or repeal.
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EXHIBIT 5
BAMBERGER, FOREMAN, OSWALD & HAHN
7th Floor Hulman Building
Post Office Box 657
Evansville, Indiana 47704
Telephone (812) 425-1591
Fax (812) 421-4936
February 21, 1995
SIGCORP, Inc.
20 N.W. Fourth Street
Evansville, Indiana 47741-0001
Ladies and Gentlemen:
We have acted as counsel to SIGCORP, Inc., an Indiana corporation (the
"Company"), in connection with the Registration Statement on Form S-4 of the
Company, filed with the Securities and Exchange Commission (the "Commission") on
January 20, 1995, as amended by Amendment No. 1 thereto filed with the
Commission on February 21, 1995 (as so amended, the "Registration Statement"),
relating to the registration under the Securities Act of 1933, as amended (the
"Securities Act"), of 15,754,826 shares (the "Shares") of the common stock,
without par value, of the Company.
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K promulgated under the Securities Act.
In connection with this opinion, we have examined originals, certified
copies or copies otherwise identified to our satisfaction, of the following: (i)
the Registration Statement; (ii) the Restated Articles of Incorporation and
By-laws, as amended, of the Company as currently in effect; (iii) certain
resolutions of the Board of Directors of the Company relating to the issuance of
the Shares and the other transactions contemplated by the Registration
Statement; (iv) the form of Agreement and Plan of Exchange (the "Exchange
Agreement") between the Company and Southern Indiana Gas and Electric Company
("SIGECO") as attached as Exhibit A to the Prospectus/Proxy Statement forming a
part of the Registration Statement; and (v) such other documents and such
questions of law as we have deemed necessary or appropriate as a basis for the
opinions set forth below. In our examination, we have assumed the genuineness of
all signatures, the legal capacity of all natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies. As to any facts material to this
opinion that we did not independently establish or verify, we have relied upon
statements and representations of officers and other representatives of the
Company and others.
Based upon the foregoing, we are of the opinion that if and when the
Registration Statement is declared effective by the Commission and the proposed
exchange is consummated in the manner contemplated by the form of Exchange
Agreement, the Shares issued in exchange for shares of common stock, without par
value, of SIGECO pursuant to the terms of the form of Exchange Agreement, will
be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement. We further consent to the use of the
name of this firm in the Registration Statement and under the heading "Legal
Opinions" in the Prospectus/Proxy Statement 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 Securities Act or the
rules and regulations of the Commission.
Yours very truly,
BAMBERGER, FOREMAN, OSWALD & HAHN
By: Robert M. Becker
---------------------------------------------
EXHIBIT 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-4 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, our report dated
January 23, 1995, included in Southern Indiana Gas and Electric Company's
Current Report on Form 8-K dated February 13, 1995, and to all references to our
Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
February 21, 1995
EXHIBIT 23(c)
WINTHROP, STIMSON, PUTMAN & ROBERTS
One Battery Park Plaza
New York, New York 10004
Tel: 212-858-1000
Fax: 212-858-1500
February 21, 1995
SIGCORP, Inc.
20 N.W. Fourth Street
Evansville, Indiana 47741-0001
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-4 (File No.
33-57381) of SIGCORP, Inc. (the "Company") filed with the Securities and
Exchange Commission (the "Commission") on January 20, 1995, as amended by
Amendment No. 1 thereto filed with the Commission on February 21, 1995 (as so
amended, the "Registration Statement"), we hereby consent to the use of the name
of this firm in the Registration Statement and under the heading "Legal
Opinions" in the Prospectus/Proxy Statement 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 Securities Act of 1933,
as amended or the rules and regulations of the Commission.
Yours very truly,
WINTHROP, STIMSON, PUTNAM & ROBERTS
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