SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- -----------------------------------x
In the Matter of :
SIGCORP, INC. : CERTIFICATE OF
NOTIFICATION
:
File No. 70-08635
:
(Public Utility Holding Company
Act of 1935) :
- -----------------------------------x
SIGCORP, Inc. ("SIGCORP") hereby certifies that:
1. On January 1, 1996, at 12:01 A.M. (EST), pursuant to the terms and
conditions of the Agreement and Plan of Exchange, dated as of January 13, 1995,
among SIGCORP and Southern Indiana Gas and Electric Company ("SIGECO") and the
Articles of Exchange filed thereunder with the Secretary of State of Indiana the
following occurred:
a. Each issued and outstanding share of common stock of SIGECO was
converted into one share of common stock of SIGCORP;
b. Each issued and outstanding share of common stock of SIGCORP was
converted into one share of common stock of SIGECO; and
c. SIGECO became the wholly owned subsidiary of SIGCORP.
2. The above-described transaction has been carried out in accordance
with the terms and conditions of, and for the purposes represented in, the
Application/Declaration on Form U-1, as amended by Amendments Nos. 1 and 2
thereto, of SIGCORP in File No. 70-08635 and in accordance with the terms and
conditions of the Commission's Order, dated December 14, 1995, with respect
thereto.
--------------------
The following Exhibit is filed herewith:
Exhibit A - "Past-Tense" opinion of counsel
(supplementing Exhibit F to
Application/Declaration on Form U-1).
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this Certificate of
Notification to be signed on its behalf by the undersigned thereunto duly
authorized.
SIGCORP, INC.
By /s/ A.E.GOEBEL
A.E. GOEBEL
Secretary and Treasurer
Date: January 10, 1996
-2-
<PAGE>
Exhibit A
Bamberger, Foreman, Oswald & Hahn
7th Floor Hulman Building
PO Box 657
Evansville, Indiana 47704
Tel: (812) 425-1591
Fax: (812) 421-4936
January 10, 1996
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
Amendments Nos. 1 and 2 thereto (the "Application") and the Order dated December
14, 1995 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 was effective as of January 1, 1996 pursuant to
and in accordance with the 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. (i) All laws of the State of Indiana applicable to the
Exchange were complied with, (ii) the Shares are legally
<PAGE>
issued, fully paid and nonassessable, and the holders thereof are
entitled to the rights appertaining thereto set forth in the Restated
Articles of Incorporation of SIGCORP, (iii) SIGCORP legally acquired
the SIGECO Shares, and (iv), the consummation of the transactions set
forth in the Application do 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>
