As filed with the Securities and Exchange Commission on September 18, 1995.
File No. 70-08635
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1/A
AMENDMENT NO. 1
TO
APPLICATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
SIGCORP, INC.
20 N.W. Fourth Street
Evansville, Indiana 47741-0001
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(Name of company filing this statement and address
of principal executive office)
A.E. GOEBEL
Southern Indiana Gas and Electric Company
20 N.W. Fourth Street
Evansville, Indiana 47741-0001
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(Name and address of agent for service)
Copies to:
John H. Byington, Jr., Esq.
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004-1490
<PAGE>
This Amendment No. 1 to SIGCORP, Inc.'s Application on Form
U-1 (File No. 70-08635) is being filed for the purpose of filing the following
additional exhibits:
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
D-1 Application For Commission Approval of
Corporate Reorganization of Southern Indiana
Gas and Electric Company to the Federal
Energy Regulatory Commission, dated June 21,
1995, Docket No. EC95-15.
F-1 Preliminary Opinion of counsel.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned, as Applicant, has duly caused this amendment to be
signed on its behalf by the undersigned thereunto duly authorized.
Date: September 18, 1995
SIGCORP, INC.
By: /s/ A.E. GOEBEL
----------------------------------
A.E. Goebel
Secretary and Treasurer
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EXHIBIT D-1
UNITED STATES OF AMERICA
BEFORE THE
FEDERAL ENERGY REGULATORY COMMISSION
In the matter of
SOUTHERN INDIANA GAS )
AND ELECTRIC COMPANY ) Docket No. EC95-15
)
APPLICATION FOR COMMISSION
APPROVAL OF CORPORATE REORGANIZATION
June 21, 1995
ATTORNEY FOR APPLICANT:
John H. Byington, Jr., Esq.
Winthrop, Stimson, Putnam
& Roberts
One Battery Park Plaza
New York, New York 10004-1490
Telephone: (212) 858-1102
<PAGE>
UNITED STATES OF AMERICA
BEFORE THE
FEDERAL ENERGY REGULATORY COMMISSION
In the matter of
SOUTHERN INDIANA GAS )
AND ELECTRIC COMPANY ) Docket No. EC95-15
)
APPLICATION FOR COMMISSION
APPROVAL OF CORPORATE REORGANIZATION
------------------------------------
Pursuant to Section 203 of the Federal Power Act ("FPA")1 and
Section 33 of the Federal Energy Regulatory Commission's ("FERC" or
"Commission") regulations,2 Southern Indiana Gas and Electric Company ("SIGECO"
or "Applicant") hereby submits this Application for Commission Approval of
Corporate Reorganization. As fully described below, SIGECO seeks the
Commission's authorization to exchange and convert all of its outstanding Common
Stock into Common Stock of SIGCORP, Inc. ("SIGCORP"). SIGCORP will thereby
become a newly-created holding company and the parent of SIGECO.
In support of this Application, and pursuant to 18 C.F.R. ss.
33.2, SIGECO states the following:
a. The exact name and the address of the Applicant's principal
business office and each company whose activities are involved:
Southern Indiana Gas and Electric Company 20 N.W. Fourth
Street Evansville, Indiana 47741-0001
-------------------
1. 16 U.S.C. ss. 824(b).
2. 18 C.F.R. ss. 33 (1994).
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<PAGE>
SIGCORP, Inc.
20 N.W. Fourth Street
Evansville, Indiana 47741-0001
b. Names and addresses of persons authorized to receive notices
and communications concerning this Application:
A. E. Goebel
Senior Vice President, Chief Financial
Officer, Secretary and Treasurer
Southern Indiana Gas and Electric Company
20 N.W. Fourth Street
Evansville, Indiana 47741-0001
(812) 464-4553; and
John H. Byington, Jr., Esq.
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004-1490
(212) 858-1102
c. Designation of the territories served, by counties and States:
Electric service is supplied by SIGECO directly to Evansville
and 74 other cities, towns and communities, and adjacent rural areas in Indiana.
Wholesale electric service is supplied to an additional nine communities. At
December 31, 1994, SIGECO supplied electric service to 118,992 customers,
including 104,049 residential, 14,741 commercial, 179 industrial, 19 public
street and highway lighting and four municipal customers. SIGECO's installed
generating capacity as of December 31, 1994 was rated at 1,238,000 kilowatts
(Kw). Coal-fired generating units provide 1,023,000 Kw of capacity and gas or
oil- fired turbines used for peaking or emergency conditions provide 215,000 Kw.
The following counties in Indiana are all of the counties in which SIGECO
provides retail services: Vanderburgh, Warrick, Posey, Spencer, Gibson, Pike,
Knox, Daviess, Dubois and Martin.
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<PAGE>
d. General statement briefly describing the facilities owned or
operated for transmission of electric energy in interstate commerce or for the
sale of electric energy at wholesale in interstate commerce:
As of December 31, 1994, SIGECO's transmission system
consisted of approximately 798 circuit miles of 138,000, 69,000 and 36,000 volt
lines. The transmission system also includes 26 substations with an installed
capacity of 3,870,349 kilovolt amperes (Kva). The electric distribution system
includes 3,175 pole miles of lower voltage overhead lines and 186 trench miles
of conduit containing 1,046 miles of underground distribution cable. The
distribution system also includes 87 distribution substations with an installed
capacity of 1,493,422 Kva and 45,644 distribution transformers with an installed
capacity of 1,805,318 Kva. With the exception of approximately eight miles of
138,000 volt electric transmission line which is located in Kentucky and which
interconnects with Louisville Gas and Electric Company's transmission system at
Cloverport, Kentucky, all of SIGECO's electric transmission facilities are
located in the State of Indiana. In addition, SIGECO has interconnections with
Louisville Gas and Electric Company, PSI Resources, Inc., Indianapolis Power &
Light Company, Hoosier Energy Rural Electric Cooperative, Inc., Big Rivers
Electric Corporation, Wabash Valley Power Association and the City of Jasper,
providing an ability to simultaneously interchange approximately 750,000 Kw.
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<PAGE>
e. Whether the application is for disposition of facilities by
sale, lease, or otherwise, and a description of the consideration, if any:
The reorganization proposed by SIGECO constitutes a
"disposition of facilities" under FPA Section 203, as that term has been
interpreted by the Commission in proceedings involving corporate reorganizations
similar to that being proposed by SIGECO.3 The restructuring into a holding
company structure will be accomplished through an exchange (the "Exchange") of
each outstanding share of common stock of SIGECO for one share of common stock
of SIGCORP pursuant to the Agreement and Plan of Exchange, dated as of January
13, 1995 (the "Agreement"), between SIGCORP and SIGECO. As a result of the
Exchange, each outstanding share of common stock of SIGECO will automatically be
exchanged, and without action on the part of the holder thereof will thereafter
represent, one share of common stock of SIGCORP. Thereafter, SIGECO will
continue to carry on its present utility business as a wholly-owned subsidiary
of SIGCORP. The outstanding preferred stock and debt of SIGECO will not be
exchanged or changed in connection with the Exchange. Attached to this
Application as Appendix A are diagrams showing SIGECO's corporate structure
prior to and after the proposed reorganization. This application is for
authorization to
-------------------
3. See, e.g., Pennsylvania Power & Light Company, 69 FERCP.
62,267 (Issued December 30, 1994); Commonwealth Edison
Company, 68 FERCP. 62,049 (Issued July 15, 1994); Illinois
Power Company, 67 FERCP. 61,136 (Issued May 3, 1994);
Kentucky Utilities Company and Old Dominion Power Company,
47 FERCP. 61,271 (1989); and Central Vermont Public Service
Corporation, 39 FERCP. 61,295 (1987).
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<PAGE>
implement a corporate reorganization through a transaction, the Exchange, not
involving any consideration or sales price.
f. Statement of the facilities to be disposed of, giving a
description of their present use and proposed use after disposition. State
whether the proposed disposition includes all the operating facilities of the
parties to the transactions:
The reorganization proposed by SIGECO constitutes a
"disposition" for purposes of the FPA of all of SIGECO's facilities, including
all operating facilities. However, after the reorganization, title, possession
and use of all utility property will remain with SIGECO. Furthermore, ultimate
control of SIGECO and its subsidiaries will remain in the hands of the SIGECO
common shareholders who are such shareholders immediately prior to consummation
of the Exchange since after the Exchange, those SIGECO common shareholders will
own all of SIGCORP's outstanding common stock and SIGCORP will in turn own all
of the outstanding common stock of SIGECO and, either directly or indirectly,
its subsidiaries. There will be no change in the use of SIGECO's facilities
after the proposed reorganization.
g. Statement (in the form prescribed by the Commission's Uniform
System of Accounts for Public Utilities as Licensees) of the cost of the
facilities involved in the disposition:
This transaction does not entail the actual disposition of any
facilities. All of the facilities currently owned by SIGECO will continue to be
owned by SIGECO after the proposed corporate reorganization. Accordingly, SIGECO
incorporates herein by reference the statements contained in its FERC Form No. 1
for the year ended December 31, 1994, relating to the cost of SIGECO's net
utility plant.
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<PAGE>
h. Statement as to the effect of the proposed transaction upon
any contract for the purchase, sale, or interchange of electric energy:
The proposed transaction will not affect any of SIGECO's
existing service obligations. All SIGECO contracts in existence on the date of
reorganization will continue in effect after approval of the reorganization in
accordance with their current terms.
i. Statement as to whether any application with respect to the
transaction or any part thereof is required to be filed with any other federal
or state regulatory body:
In order to accomplish the proposed reorganization, on May 19,
1995, SIGCORP filed an application with the Securities and Exchange Commission
("SEC") under the Public Utility Holding Company Act of 1935, as amended
("Holding Company Act"), for permission to establish a holding company
structure. No similar application is required to be filed with any State or
other federal regulatory body. The application to the SEC is pending approval.
j. The facts relied upon to show that the proposed disposition
will be consistent with the public interest:
SIGECO submits that its proposed formation of a holding
company is consistent with the public interest. The primary purposes of forming
a holding company are (1) to further strengthen the organization by establishing
a more appropriate corporate structure for the pursuit of unregulated
non-utility business activities and (2) to provide a structure which may be
required to segregate the generation function of SIGECO from the remainder of
its electric utility business should regulatory actions mandate such segregation
or the corporation decide such
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<PAGE>
segregation is the best approach to anticipated future competition in the
electric utility industry. Increased flexibility as a result of the
reorganization is expected to enhance the long-term financial strength of
SIGECO.
As the Commission is well aware, deregulation and competition
are reshaping the utility marketplace and changing the nature of the electric
utility business. After extensive investigation and analysis, SIGECO has
determined that 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 holding company structure is a well-established form of
organization for those companies conducting multiple lines of business. It is a
common form of organization for unregulated companies and for regulated
companies, such as telephone utilities and water utilities, which are not
subject to the Holding Company Act. In addition, the holding company structure
is utilized by many electric utilities that are involved in unregulated
activities. In recognition of the
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<PAGE>
increased competition in the electric utility industry, the National Energy
Policy Act of 1992 permits electric utilities to conduct certain business
activities which were previously prohibited by the Holding Company Act. SIGECO
wishes to be in a position to take advantage of business opportunities that may
present themselves, and desires to do so by utilizing the most efficient and
effective corporate structure.
The benefits of a holding company structure are well
established. A holding company structure enables the holding company to
participate in unregulated businesses in a timely manner consistent with
regulatory requirements, and fully separates the operations of regulated and
unregulated businesses. As a result, it provides maximum protection to
ratepayers and a better structure for regulators to assure that there is no
cross- subsidization of costs or transfer of business risk from unregulated to
regulated lines of business. A holding company structure also is preferred by
the investment community, because it is easier to analyze and value individual
lines of business. Moreover, the use of a holding company structure provides
legal protection against the imposition of liability on regulated utilities for
the results of unregulated business activities. In short, the holding company
structure is a highly desirable form of conducting regulated and unregulated
businesses within the same corporate group.
This Commission routinely has found that reorganization
proposals such as SIGECO's are consistent with the public
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<PAGE>
interest.4 According to prior Commission orders, an applicant for such a
corporate reorganization need not show a positive benefit in order for the
transaction to be authorized. The applicant need only demonstrate that the
reorganization is compatible with the public interest.5 In its 1994 order
approving the formation of a holding company by Illinois Power Company, the
Commission weighed the following six factors: (1) the effect on utility
operating costs and rate levels; (2) the contemplated accounting treatment; (3)
the reasonableness of the purchase price; (4) the possibility of coercion; (5)
the effect on competition; and (6) the impact on the effectiveness of
regulation.6 Evaluated against these factors, it is clear that SIGECO's
reorganization is in the public interest.
First, after the reorganization is complete, SIGECO will
continue to own and operate all of the facilities at issue and SIGECO will
perform all of its contracts under their current terms. In addition, SIGECO is
not requesting a rate increase as part of its filing, and any future changes in
SIGECO's wholesale rates will be subject to the jurisdiction of the Commission
under
-------------------
4. See, e.g., Pennsylvania Power & Light Company, 69 FERCP.
62,267 (Issued December 30, 1994); Commonwealth Edison
Company, 68 FERCP. 62,049 (Issued July 15, 1994); Illinois
Power Company, 67 FERCP. 61,136 (Issued May 3, 1994);
Central Vermont Public Service Corporation, 39 FERCP. 61,295
(1987); Kentucky Utilities Company and Old Dominion Power
Company, 47 FERCP. 61,271 (1989).
5. Kentucky Utilities, 47 FERC at p. 61,948.
6. Illinois Power Company, 67 FERC at p. 61,352, citing
Commonwealth Edison Co., 36 F.P.C. 927 (1966), aff'd sub
nom. Utility Users League v. FPC, 394 F.2d 16 (7th Cir.),
cert. denied, 393 U.S. 953 (1968).
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<PAGE>
the FPA. For these reasons, the reorganization will have no effect on SIGECO's
operating costs or its rate levels.
Second, SIGECO's accounting treatment of the transaction will
be appropriate. The Exchange will be accounted for under Generally Accepted
Accounting Principles. Under the accounting treatment proposed, the financial
statements of SIGECO and SIGCORP will be combined as if they had always been
together. Furthermore, SIGECO will continue to maintain its books in accordance
with the Commission's Uniform System of Accounts.
Third, the proposed reorganization does not involve the actual
sale of facilities, but rather entails the conversion of each share of SIGECO
common stock into common stock of SIGCORP. Thus, there is no "purchase price"
for the reorganization. In addition, the proportion of each SIGECO common
shareholder's ownership interest in the enterprise will not change as a result
of the reorganization.
Fourth, because the proposed reorganization involves only
SIGECO and its affiliates, there is no possibility that any party has been
coerced into participating in the reorganization. For their part, the common
shareholders of SIGECO overwhelmingly approved the holding company proposal at
their Annual Meeting duly held on March 28, 1995.
Fifth, the proposed reorganization will have no adverse effect
on competition. SIGECO's facilities will not be combined with the facilities of
any other public utility as a result of the reorganization. In addition, after
the reorganization, SIGECO will continue to conduct its business under the non-
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<PAGE>
discriminatory rates and terms of service that it currently is using.
Furthermore, as stated previously, it is anticipated that a holding company
structure will allow SIGECO and its affiliates to more effectively compete in
today's energy market place. A more competitive SIGECO system should enhance in
turn any future competition in SIGECO's service territory as well.
Sixth, the proposed reorganization will not impair government
regulation of SIGECO. Following the reorganization, SIGECO will continue to be
subject to the jurisdiction of this Commission. SIGECO will also continue to be
subject to the jurisdiction of the Indiana Utility Regulatory Commission.
For these reasons, under the six factors set forth in Illinois
Power, SIGECO's proposed reorganization is compatible with the public interest
and should be authorized by the Commission.7
In cases involving corporate reorganizations, the Commission
also has analyzed whether the utility and non-utility businesses are adequately
separated in order to protect the utility's ratepayers from detriments that may
result from the
-------------------
7. In Illinois Power, the Commission announced the policy that,
prior to the merger of public utility holding companies,
public utility subsidiaries must either rebut the
presumption that an indirect merger of the public utilities'
subsidiaries occurs simultaneously with the merger of the
holding company parents, or obtain approval under Section
203 of the FPA for the holding companies' merger. 67 FERC
at pp. 61,352-5; see also Pennsylvania Power & Light, 69
FERC at p. 64,745 (1994). As was the case in both Illinois
Power and Pennsylvania Power & Light, SIGECO's
reorganization does not involve a proposal to merge public
utility holding companies and therefore this policy does not
apply.
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<PAGE>
non-regulated activities of the parent.8 SIGECO's reorganization satisfies this
criterion, given that SIGECO and SIGCORP will have in place numerous safeguards
to prevent SIGECO's customers from being harmed by the non-regulated activities
of SIGCORP and its subsidiaries.
SIGECO intends to implement procedures that will prevent any
cross-subsidization of costs or transfer of risk from the unregulated
subsidiaries to SIGECO. In certain cases, the unregulated subsidiaries will have
their own staff and management. In other cases, where SIGECO employees provide
service for SIGCORP or its unregulated subsidiaries, generally accepted
accounting practices, cost allocation procedures and transfer pricing practices
will be used to ensure that SIGECO recovers its full cost of providing such
services.
SIGCORP, SIGECO and the unregulated subsidiaries will also
maintain separate accounts and employ appropriate procedures to ensure that no
cross-subsidization of costs occurs between the regulated and unregulated
businesses.
SIGECO will utilize its existing accounting system to collect
direct, indirect and allocated costs incurred for pursuing unregulated business.
Monthly, SIGECO will bill the unregulated business for all costs incurred. Such
information will be available to the Commission upon request.
Books and accounts of affiliates will be prepared in
accordance with generally accepted accounting principles and,
-------------------
8. See e.g., Central Vermont, 39 FERC at p. 61,960; Kentucky
Utilities, 47 FERC at p. 61,948.
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<PAGE>
where appropriate, will be consistent with the Uniform System of Accounts
prescribed by this Commission.
Any utility services provided to affiliated companies will be
charged at SIGECO's retail tariffs. Additionally, any transfer of assets or
liabilities between affiliated companies will occur at net book value at the
time of the transfer.
In addition to these safeguards, the Indiana Utility
Regulatory Commission will have access to all accounts and records of joint or
general expenses, any portion of which may be applicable to transactions with
SIGECO or other utility companies, and authority to require the submission of
such reports as it shall prescribe.
k. Brief statement of franchises held, showing date of
expiration, if not perpetual:
SIGECO has perpetual authority to provide electric and gas
public utility service throughout its respective electric and gas service areas
as a result of indeterminate permits granted by the State of Indiana pursuant to
State statute.
l. Form of notice suitable for publication in the Federal
Register, briefly summarizing the application in such a way as to acquaint the
public with its scope and purpose:
A form of Notice suitable for publication in the Federal
Register, pursuant to 18 C.F.R. ss. 35.8, is attached hereto as Appendix B.
m. Required exhibits:
The following exhibits required by 18 C.F.R. ss. 33.3
are filed herewith, except as noted:
Exhibit A Resolutions of directors and shareholders
authorizing the proposed restructuring.
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<PAGE>
Exhibit B Statement of the measure of control or
ownership exercised by or over SIGECO and
SIGCORP and the nature and extent of any
intercorporate relationship.
Exhibit C SIGECO's balance sheets and supporting
plant schedules as of December 31, 1994.
Exhibit D A statement of known contingent
liabilities, excepting minor items.
Exhibit E-F SIGECO's income and retained earnings
statement for the 12 months ended December
31, 1994.
Exhibit G Copy of the application with the SEC for
approval under the Holding Company Act.
[OMITTED] A copy of the related SEC order
will be filed with the Commission after it
has been issued.
Exhibit H Copy of the Agreement and Plan of Exchange
dated as of January 13, 1995 among SIGECO
and SIGCORP.
Exhibit I Maps showing SIGECO's properties and
interconnections, and the principal cities
of the area served. [OMITTED]
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<PAGE>
WHEREFORE, Southern Indiana Gas and Electric Company
respectfully requests that the Commission approve this Application and authorize
the proposed corporate reorganization under the terms and conditions set forth
herein.
Respectfully submitted,
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
By: /s/ Andrew E. Goebel
Name: Andrew E. Goebel
Title: Senior Vice President, Chief
Financial Officer, Secretary
and Treasurer
John H. Byington, Jr., Esq.
Winthrop, Stimson, Putnam
& Roberts
One Battery Park Plaza
New York, New York 10004-1490
(212) 858-1102
Counsel for Southern Indiana Gas
and Electric Company
June 20, 1995
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<PAGE>
VERIFICATION
------------
My name is Andrew E. Goebel, and I am Senior Vice President,
Chief Financial Officer, Secretary and Treasurer of Southern Indiana Gas and
Electric Company. I am authorized to make this Verification. I have knowledge of
the facts set forth in the foregoing Application for Commission Approval of
Corporate Reorganization, and they are true and correct.
/s/ Andrew E. Goebel
Sworn to and subscribed before
me this 20th day of June, 1995.
/s/ Donna S. Welden
Notary Public
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<PAGE>
APPENDIX A
CURRENT STRUCTURE
Southern Indiana
Gas and Electric
Company
(SIGECO)
|
|
--------------------------------------------------------------------------------
| | | | | |
Southern Lincoln Energy Southern SIGCORP, Southern
Indiana Natural Systems Indiana Inc. Indiana
Properties, Gas Group, Minerals, (Future Communications,
Inc. Company, Inc. Inc. Holding Inc.
Inc. Company)
PROPOSED STRUCTURE
SIGCORP, INC.
(Holding Company)
|
|
--------------------------------------------------------------------------------
| | | | |
Southern SIGECO Southern Southern Indiana
Indiana Operating Energy Systems Indiana Communications,
Properties, Inc. Company Group, Inc. Minerals, Inc. Inc.
|
Lincoln Natural
Gas
Company, Inc.
<PAGE>
Appendix B
Form of Notice
--------------
UNITED STATES OF AMERICA
FEDERAL ENERGY REGULATORY COMMISSION
Southern Indiana Gas and Electric Company Docket No. EC95-__-__
NOTICE OF FILING
(June __, 1995)
Take notice that on June __, 1995, Southern Indiana Gas and
Electric Company ("SIGECO") submitted an application pursuant to Section 203 of
the Federal Power Act for authority to effect a "disposition of facilities" that
would be deemed to occur as a result of a proposed corporate restructuring, all
as more fully set forth in the application, which is on file with the Commission
and open to public inspection.
The application states that the proposed restructuring would
be accomplished through the creation of a holding company of which SIGECO would
become a subsidiary. It is stated that the proposed restructuring is intended to
position SIGECO for electric utility industry restructuring, increase financial
flexibility, and better insulate utility customers from the risks of non-utility
enterprises. The restructuring, it is said, will not affect jurisdictional
facilities, rates, or services.
Any person desiring to be heard or to protest the application
should file a motion to intervene or protest with the Federal Energy Regulatory
Commission, 825 N. Capitol Street, N.E., Washington, D.C. 20426, in accordance
with Rules 214 and 211 of the Commission's Rules of Practice and Procedure. 18
<PAGE>
C.F.R. ss. 385.214, ss. 385.211 (1994). All such motions to intervene or
protests should be filed on or before ___________, 1995. Protests will be
considered by the Commission in determining the appropriate action to be taken,
but will not serve to make protestants parties to the proceeding. Any person
wishing to become a party to the proceeding or to participate as a party in any
hearing therein must file a motion to intervene in accordance with the FERC
Rules.
--------------------
Secretary
<PAGE>
EXHIBIT A
---------
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
Annual Meeting of Shareholders
March 28, 1995
RESOLVED: That the reorganization of the corporation into a
holding company structure as detailed in, and subject to, the conditions set
forth in the Agreement and Plan of Exchange between Southern Indiana Gas and
Electric Company and SIGCORP, Inc., a copy of which agreement was attached, as
Exhibit A, to the Proxy Statement for the March 28, 1995 Annual Meeting of
Shareholders of the Company, is hereby approved.
<PAGE>
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
Meeting of Board of Directors
November 15, 1994
RESOLVED: That the officers of the Company be and hereby are
authorized and directed to begin the process of forming a holding company over
the Company and its subsidiaries and, in that regard, to take all such action as
they deem necessary or desirable or as counsel shall advise.
<PAGE>
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
Meeting of Board of Directors
December 20, 1994
RESOLVED: That the officers of this Company be and hereby are
authorized and directed to form a subsidiary of the Company (hereinafter
referred to as the "Holding Company"), such subsidiary to be an Indiana
corporation and to have such number of shares and classes of capital stock, with
such capital stock to have such par value, as such officers in their discretion
shall determine; and it is
FURTHER RESOLVED: That the officers of this Company be and
hereby are authorized and directed to enter into a Plan of Exchange with the
Holding Company pursuant to Section 23-1-40-2 of the Indiana Business
Corporation Law, such Plan of Exchange to provide for (a) the exchange of one
share of the common stock of the Holding Company for each share of the issued
and outstanding shares of common stock of the Company, to the end that the
shareholders of the Company shall become shareholders of the Holding Company and
the Company shall become a subsidiary of the Holding Company and (b) such other
matters as such officers shall deem necessary or desirable or as counsel shall
advise, and such Plan of Exchange, subject to the approval of the shareholders
of the Company, is hereby adopted; and it is
FURTHER RESOLVED: that the Board of Directors hereby directs
that, upon its completion, execution and delivery by the proper officers of the
Company and the Holding Company, the Plan of Exchange be submitted to a vote at
a meeting of the shareholders of the Company, that the record date for such
meeting shall be designated by the Chairman of the Board of the Company, and
that the Board of Directors shall recommend that the shareholders of the Company
approve the Plan of Exchange and the reorganization contemplated thereby; and it
is
FURTHER RESOLVED: that the proper officers of the Company be,
and they hereby are, authorized and directed to assist in the preparation and
filing of all documentation necessary and incidental to the consummation of the
transactions contemplated by the proposed Plan of Exchange, including but not
limited to:
(i) the filing with the Securities and Exchange Commission of
(A) a Registration Statement on Form S-4 containing a joint
Prospectus/Proxy Statement with respect (1) to the meeting of the
Company's shareholders to be held in connection with the Plan of
Exchange, and (2) the issuance of the shares of the Holding Company
pursuant to the Plan of Exchange; (B) a Registration Statement on Form
8-B with respect to the issuance of the shares of the Holding Company
pursuant to the Plan of Exchange, (C) such reports under Sections
13(a), 13(d) and 16(a) of the
<PAGE>
Securities Exchange Act of 1934, as amended (the "1934 Act"), as may be
required in connection with the Plan of Exchange and the transactions
contemplated thereby, and (D) an application pursuant to the Public
Utility Holding Company Act of 1935, as amended (the "1935 Act"), for
an order pursuant to Sections 3 and 10 thereof (1) approving the
transactions contemplated by the Plan of Exchange and (2) exempting the
Holding Company from all of the provisions of the 1935 Act, except
Section 9(a)(2) thereof;
(ii) the filings of such documents with the various state
authorities as are required in connection with the transactions
contemplated by the Plan of Exchange, including (A) the filings with
the Secretary of State of Indiana of articles of incorporation for the
Holding Company and all other documents necessary for the formation of
such corporation; (B) the filing with state securities authorities of
all documents necessary or advisable to (1) qualify or register for
sale the shares of the Holding Company to be issued pursuant to the
Plan of Exchange, and (2) qualify or register the Holding Company and,
if necessary, the Company as a broker, dealer, or broker-dealer under
the securities or "blue sky" laws of such states;
(iii) the filing of Articles of Merger with the Secretary of
State of Indiana, and appropriate documents with the relevant
authorities of other states in which the Company is qualified to do
business;
(iv) the filing with the Federal Energy Regulatory Commission
of an application for approval of the Plan of Exchange under the
Federal Power Act, as amended;
(v) the filing of applications with the New York Stock
Exchange, Inc. and the Chicago Stock Exchange, Inc. for the listing on
such Exchanges upon Official Notice of Issuance of that number of
shares of the Holding Company to be issued by the Holding Company
pursuant to the Plan of Exchange; and
(vi) such other filings as may be necessary with governmental
authorities and self-regulatory organizations in connection with such
transactions; and it is
FURTHER RESOLVED: that each officer and director who is
authorized and may be required to execute the Registration Statement on Form S-4
and the Registration Statement on Form 8-B, or any amendment thereto, be, and
each hereby is, authorized to execute a power of attorney appointing R.G.
Reherman, A.E. Goebel and John H. Byington, Jr. and each of them severally, his
or her true and lawful attorney to execute in his or her name, place and stead
any and all amendments to the Registration Statement on Form S-4 and the
Registration Statement on Form 8-B, each of said attorneys to have power to act
with or without the others; and it is
<PAGE>
FURTHER RESOLVED: that the Company, Continental Stock Transfer
and Trust Co., or any other bank located in New York City selected by the
Chairman of the Board is hereby appointed as Exchange Agent of the Company for
the exchange of shares of Common Stock of the Company for shares of the Holding
Company, in accordance with the proposed Plan of Exchange; and it is
FURTHER RESOLVED: that all actions taken by the officers of
the Company in connection with all of the foregoing prior to the date hereof be,
and hereby are ratified; and it is
FURTHER RESOLVED: that the officers of the Company be, and
they hereby are, authorized and directed to perform all other acts in the name
and on behalf of the Company which may be necessary or advisable, or as counsel
may advise, to effect the intent and purpose of the foregoing resolutions.
<PAGE>
SIGCORP, INC.
Meeting of Board of Directors
January 13, 1995
RESOLVED, that the officers of this Corporation be, and they
are hereby, authorized and directed to enter into a Plan of Exchange with SIGECO
pursuant to Section 23-1-40-2 of the Indiana Business Corporation Law, such Plan
of Exchange to provide for (a) the exchange of one share of the common stock of
the Corporation for each share of the issued and outstanding shares of common
stock of SIGECO, to the end that the shareholders of SIGECO shall become
shareholders of the Corporation and SIGECO shall become a subsidiary of the
Corporation and (b) such other matters as such officers shall deem necessary or
desirable or as counsel shall advise, and such Plan of Exchange, subject to the
approval of SIGECO as the sole shareholder of the Corporation, is hereby
adopted;
RESOLVED FURTHER, that the Board of Directors hereby directs
that, upon its completion, execution and delivery by the proper officer of
SIGECO and the Corporation, the Plan of Exchange be submitted to the sole
shareholder of the Corporation for approval, and that the Board of Directors
shall recommend that the sole shareholder of the Corporation approve the Plan of
Exchange and the reorganization contemplated thereby;
RESOLVED FURTHER, that the proper officers of the Corporation
be, and they are hereby, authorized and directed to assist in the preparation
and filing of all documentation necessary and incidental to the consummation of
the transactions contemplated by the proposed Plan of Exchange, including but
not limited to:
(i) the filing with the Securities and Exchange Commission of
(A) a Registration Statement on Form S-4 containing a joint
Prospectus/Proxy Statement with respect to (1) the meeting of SIGECO's
shareholders to be held in connection with the Plan of Exchange, and
(2) the issuance of 15,754,826 shares of the Corporation's common stock
(the "Shares") to holders of SIGECO common stock pursuant to the Plan
of Exchange; (B) a Registration Statement on Form 8-B with respect to
the issuance of the Shares pursuant to the Plan of Exchange, (C) such
reports under Sections 13(a), 13(d) and 16(a) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), as may be required
in connection with the Plan of Exchange and the transactions
contemplated thereby, and (D) and application pursuant to the Public
Utility Holding Company Act of 1935, as amended (the "1935 Act"), for
an order pursuant to Sections 3 and 10 thereof (1) approving the
transactions contemplated by the Plan of Exchange and (2) exempting the
Corporation from all of the provisions of the 1935 Act, except Section
9(a)(2) thereof;
<PAGE>
(ii) the filings of such documents with the various State
authorities as may be required in connection with the transactions
contemplated by the Plan of Exchange, including (A) the filings with
the Secretary of State of Indiana of any amendments and restatements of
the articles of incorporation of the Corporation that may be necessary
or desirable and any and all other documents necessary or desirable to
enable the Corporation to become the holding company of SIGECO and its
subsidiaries; (B) the filing with State securities authorities of all
documents necessary or advisable to (1) qualify or register for sale
the Shares to be issued pursuant to the Plan of Exchange, and (2)
qualify or register the Corporation as a broker, dealer, or
broker-dealer under the securities or "blue sky" laws of such states;
(iii) the filing of Articles of Merger or Share Exchange with
the Secretary of State of Indiana, and appropriate documents with the
relevant authorities of any other states in which the Corporation will
be required to be qualified to do business;
(iv) the filing with the Federal Energy Regulatory Commission
of an application for approval of the Plan of Exchange under the
Federal Power Act, as amended;
(v) the filing of applications with the New York Stock
Exchange, Inc. and the Chicago Stock Exchange, Inc. for the listing on
such Exchanges upon official notice of issuance of the Shares; and
(vi) such other filings as may be necessary or desirable with
governmental authorities and self-regulatory organizations in
connection with such transactions; and
RESOLVED FURTHER: that each officer and director who is
authorized and may be required to execute the Registration Statement on Form S-4
and the Registration Statement on Form 8-B, or any amendment thereto, be, and
each is hereby, authorized to execute a power of attorney appointing R.G.
Reherman, A.E. Goebel, and John H. Byington, Jr., and each of them severally,
his or her true and lawful attorney to execute in his or her name, place and
stead any and all amendments to the Registration Statement on Form S-4 and the
Registration Statement on Form 8-B, each of said attorneys to have power to act
with or without the others;
RESOLVED FURTHER: that the Corporation, Continental Stock
Transfer and Trust Co., or any other bank located in New York City selected by
the Chairman of the Board is hereby appointed as Exchange Agent of the
Corporation for the exchange of shares of SIGECO common stock for the Shares, in
accordance with the proposed Plan of Exchange;
RESOLVED FURTHER: that all actions taken by the officers of
the Corporation in connection with all of the
<PAGE>
foregoing prior to the date hereof be, and hereby are ratified; and
RESOLVED FURTHER: that the officers of the Corporation be, and
they are hereby, authorized and directed to perform all other acts in the name
and on behalf of the Corporation which may be necessary or advisable, or as
counsel may advise, to effect the intent and purpose of the foregoing
resolutions.
<PAGE>
SIGCORP, INC.
Meeting of Sole Shareholder
February 1, 1995
RESOLVED: That the reorganization of the corporation into a
holding company structure as detailed in, and subject to, the conditions set
forth in the Agreement and Plan of Exchange dated as of January 13, 1995 between
Southern Indiana Gas and Electric Company and SIGCORP, Inc., a copy of which
agreement was presented at this meeting, and such agreement, are hereby
approved.
<PAGE>
EXHIBIT B
---------
Statement of Intercorporate Relationships
-----------------------------------------
Southern Indiana Gas and Electric Company ("SIGECO") owns all
of the outstanding common stock of SIGCORP, Inc. ("SIGCORP"). As more fully
described in this Application, SIGECO seeks FERC approval of a corporate
reorganization in which SIGECO will become a wholly owned subsidiary of SIGCORP.
SIGECO and SIGCORP have certain officers and directors in common.
SIGECO also owns 100% of the outstanding capital stock of
Lincoln Natural Gas Company ("Lincoln"), an Indiana corporation that owns and
operates a gas distribution system in the City of Rockport, Spencer County,
Indiana, and surrounding territory, 33% of the outstanding capital stock of
Community Natural Gas Company, Inc. ("Community"), an Indiana corporation that
owns and operates a small gas distribution system in southwestern Indiana, and
1.5% of the outstanding capital stock of Ohio Valley Electric Corporation
("OVEC"), an Ohio corporation formed in the early 1950's to supply electric
power and energy to the Federal government's gaseous diffusion plant near
Portsmouth, Ohio. OVEC owns all of the capital stock of Indiana-Kentucky
Electric Corporation, an Indiana corporation formed for the same purpose.
Lincoln, Community and SIGECO have certain officers and directors in common.
SIGECO also owns 100% of four other non-utility subsidiaries,
each of which is an Indiana corporation and each of which has certain officers
and directors in common with SIGECO:
(1) Southern Indiana Properties, Inc. ("SIPI") was formed by SIGECO to
conduct non-utility investment activities while segregating such activities from
SIGECO's regulated utility business. SIPI's investment activities consist
principally of the investments in partnerships (primarily real estate),
leveraged leases, and marketable securities.
(2) Energy Systems Group, Inc. ("ESGI") was formed in March 1994 and
works with industrial, commercial and governmental customers of SIGECO to
install controls and equipment to help them use energy more efficiently.
(3) Southern Indiana Minerals, Inc. ("SIMI") was formed to process and
market coal combustion by-products at SIGECO's power plants, which includes flue
gas desulfurization sludge and coal ash.
(4) SIGECO also has a recently formed and presently inactive subsidiary
called Southern Indiana Network Communications, Inc. ("SINC"). SINC is an
Indiana corporation and will be used as a vehicle for investments that are not
within the scope of the activities of SIPI, ESGI or SIMI.es of SIPI, ESGI or
SIMI.
<PAGE>
EXHIBIT C
---------
Southern Indiana Gas and Electric Company's balance sheet and supporting plant
schedules are set forth in its FERC Form No. 1 for the year ended December 31,
1994 (at pages 110-13), which is incorporated herein by reference.
<PAGE>
EXHIBIT D
---------
Statement of all known contingent liabilities
---------------------------------------------
As of the date of this FERC application, the material
contingent liabilities of Southern Indiana Gas and Electric Company ("SIGECO"),
not including minor items such as damage claims and similar items involving
relatively small amounts, are set forth in SIGECO's Annual Report on Form 10-K
for the year ended December 31, 1994 (the "1994 10-K"), as supplemented by
SIGECO's Quarterly Report on Form 10-Q for the three months ended March 31, 1995
(the "March 31, 1995 10-Q"), as previously filed with the Securities and
Exchange Commission (the "SEC"). Copies of such documents can be obtained from
the Public Reference Section of the SEC at its principal office at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
The pertinent portions of the aforementioned SEC filings are
attached hereto. They are: (a) pages 1-10, 16-22 and 36-40 of the 1994 10-K; and
(b) page 13 of the March 31, 1995 Form 10-Q. It should be noted that the
attached portions of such SEC filings include information beyond just contingent
liabilities and that the discussions of the contingent liabilities therein are
interspersed among discussions of various other matters. All of the information
contained in the attached pages is qualified in its entirety by reference to the
complete filing from which it is taken and should be read in conjunction
therewith.
[Note: Incorporated herein by reference to SEC filings listed above]
<PAGE>
EXHIBIT E
---------
Southern Indiana Gas and Electric Company's income statement is set forth in its
FERC Form No. 1 for the year ended December 31, 1994 (at pages 114-17), which is
incorporated herein by reference.
<PAGE>
EXHIBIT F
---------
A statement of retained earnings for the period covered by the income statement
referred to in Exhibit E is set forth in Southern Indiana Gas and Electric
Company's Form No. 1 for the year ended December 31, 1994 (at pages 118-19),
which is incorporated herein by reference.
<PAGE>
Exhibit F-1
Bamberger, Foreman, Oswald & Hahn
7th Floor Hulman Building
P.O. Box 657
Evansville, Indiana 47704
(812)425-1591
September 18, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We are counsel to Southern Indiana Gas and Electric Company
("SIGECO") and its subsidiary SIGCORP, Inc. ("SIGCORP"). We have examined
SIGCORP's Application on Form U-1 (File No. 70- 8635) filed on May 19, 1995 with
the Securities and Exchange Commission (the "Commission") under the Public
Utility Holding Company Act of 1933, as amended (the "Act"), as amended by
Amendment No. 1 thereto on Form U-1/A filed the date hereof (the "Application"),
requesting an order of the Commission under the Act (i) approving the
acquisition by SIGCORP of all of the 15,754,826 outstanding shares of Common
Stock, without par value, of SIGECO (the "SIGECO Shares") in connection with the
proposed exchange of 15,754,826 shares of SIGCORP Common Stock, without par
value (the "Shares") for the SIGECO shares (the "Exchange") and (ii) granting
SIGCORP and its subsidiaries, upon consummation of such Exchange and
reorganization, an exemption under Section 3(a)(1) of the Act from all
provisions of the Act except Section 9(a)(2). The Exchange is to be effected by
means of an Agreement and Plan of Exchange, dated as of January 13, 1995 (the
"Plan"), between SIGECO and SIGCORP, a copy of which is included as an exhibit
to the Application.
Based upon our examination of the Application and such other
instruments, documents and matters of law as we have deemed requisite, we are of
the opinion that:
1. SIGCORP and SIGECO have been duly incorporated and are
validly existing under the laws of the State of Indiana, with full
power and authority (corporate and other) to own its properties and
conduct its business as described in the Application; to the best of
our knowledge, neither SIGCORP nor SIGECO is qualified as a foreign
corporation in any jurisdiction and the natures of their respective
operations are such that they are not required to be so qualified.
2. Assuming the proposed Exchange is accomplished in
accordance with the Plan and as described in the Application: (i) all
laws of the State of Indiana applicable
<PAGE>
to the Exchange will have been complied with, (ii) the Shares will be
legally issued, fully paid and nonassessable, and the holders thereof
will be entitled to the rights appertaining thereto set forth in the
Restated Articles of Incorporation of SIGCORP, (iii) SIGCORP will
legally acquire the SIGECO Shares and (iv), the consummation of the
transactions proposed in said Application will not violate the legal
rights of the holders of any securities issued by SIGECO or any
associate company thereof.
We hereby consent to the filing of this opinion as an exhibit
to the Application.
Very truly yours,
Bamberger, Foreman, Oswald & Hahn
-2-
<PAGE>
