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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
December 15, 1999
SIGCORP, Inc.
(Exact name of registrant as specified in its charter)
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Indiana 01-11603 35-1940620
(State of Incorporation) (Commission File Number) (I.R.S Employer
Number)
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20 NW Fourth Street 47741
Evansville, Indiana (Zip Code)
(Address of Principal
Executive Offices)
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Registrant's telephone number,
including area code (812) 465-5300
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Item 5. Other Events.
On December 15, 1999, Indiana Energy, Inc. (IEI) and Dayton
Power & Light, Inc. (DPL) announced that their respective boards
of directors have approved a definitive agreement under which IEI
will acquire DPL's natural gas distribution business for $425
million in cash.
On June 14, 1999, IEI and SIGCORP, Inc. (SIGCORP) announced
their agreement to merge in a $1.9 billion merger of equals to
form a new holding company which will be named Vectren
Corporation. The board of directors of SIGCORP has authorized an
amendment to the merger agreement to permit IEI to enter into the
transaction with DPL.
Pursuant to General Instruction F to Form 8-K, SIGCORP's
press release dated December 15, 1999 (Exhibit 99.1) is
incorporated herein by reference and is attached hereto.
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Item 7. Exhibits
(c)
Exhibits
The following exhibits are filed as a part of this report:
Exhibit
Number Description
99.1 Press release dated December 15, 1999 announcing IEI's
acquisition of
DPL's natural gas distribution business.
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Pursuant to the requirements of the Securities Exchange of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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SIGCORP, Inc.
Dated : December 15, 1999
By: /s/ S. M. Kerney
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S. M. Kerney, Controller
(Principal Accounting
Officer)
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EXHIBIT- 99.1
December 15, 1999
SIGCORP'S MERGER PARTNER INDIANA ENERGY, INC., ANNOUNCES
AGREEMENT TO ACQUIRE DAYTON AREA NATURAL GAS BUSINESS
Andrew E. Goebel, President and Chief Operating Officer of
SIGCORP, reported today that SIGCORP's upcoming merger with
Indiana Energy, Inc. (IEI) is already starting to provide
significant benefits to shareholders, customers, employees and
the community.
SIGCORP's merger partner, Indiana Energy, Inc. announced today an
agreement to acquire the gas distribution business of DPL Inc.
for $425 million in cash. The DPL gas acquisition, although
announced by Indiana Energy and DPL, will actually take place as
a Vectren transaction because the Vectren Corporation merger will
be effective prior to the acquisition of the DPL gas distribution
business. The merger of SIGCORP and Indiana Energy is expected to
close the first calendar quarter of 2000 forming a new holding
company Vectren Corporation to be headquartered in Evansville,
Indiana.
With the acquisition of DPL's natural gas distribution business
added to Indiana Energy and SIGCORP, Vectren Corporation will
have total assets of $2.2 billion and revenues of $1.2 billion.
The acquisition of DPL assets will be accounted for as a purchase
and is anticipated to be slightly accretive to earnings in the
first full year after closing, excluding one-time charges related
to the transaction.
Goebel stated, "This truly is an exciting announcement for
SIGCORP's stakeholders, including the City of Evansville, where
the Vectren headquarters will be located. Our "merger of equals"
with Indiana Energy doubles the size of SIGCORP in financial
terms and grows the utility customer count to about 661,000
utility customers. The DPL transaction evidences our conviction
that the IEI / SIGCORP merger provides us greater ability to
undertake our similar growth strategies. With the acquisition of
DPL's natural gas distribution business, the total utility
customer count will be nearly 1,000,000 and the geographic area
served will expand into the robust west central Ohio marketplace.
DPL's natural gas distribution business will operate under the
Vectren brand and will continue to be based in Dayton, Ohio.
Ronald G. Reherman Chairman and CEO of SIGCORP, stated,
"SIGCORP's senior management worked closely with Indiana Energy
in evaluating and negotiating the DPL gas business transaction.
Our board of directors enthusiastically endorsed the acquisition.
Like our pending merger with IEI to form Vectren, the acquisition
of DPL's gas business is a deal that simply makes good sense. It
capitalizes on strong core competencies that Indiana Gas and
SIGECO both have on the regulated side of the business and will
allow us to capitalize on prospects in the non-regulated business
in the areas of customer contacts, gas supply and utility
services."
In a separate release issued today, Niel Ellerbrook, President
and CEO of IEI, who will be Chairman and CEO of Vectren
Corporation, noted that, "DPL's gas operations, together with our
announced merger with SIGCORP, will enable our combined company,
Vectren Corporation, to provide energy-related products and
services to nearly one million customers in the Midwest. By
spreading our fixed costs over a greater number of customers we
will improve our competitive position and continue to move toward
our goal of becoming the leading regional provider of energy
products and services. I believe the steps we are taking will
enable us to embrace the challenges of our changing industry and
to seize the opportunities those changes create."
The acquisition is conditioned upon, among other things, the
approval of the Public Service Commission of Ohio, the Securities
and Exchange Commission under the Public Holding Company Act, and
other regulatory approvals. Approval by IEI or DPL shareholders
is not required. While no assurance about regulatory proceedings
can be provided, the companies hope that they can be completed
prior to the third quarter of 2000.
SIGCORP, Inc. is an investor-owned energy and telecommunications
company that provides electric and gas service to Southwest
Indiana and energy-related and telecommunications products and
services to customers throughout the greater Midwest and
elsewhere. SIGCORP companies operate in four business segments:
Utility Group, Energy Services Group, Telecommunications Group
and Complimentary Ventures Group. SIGECO, SIGCORP's principal
subsidiary, provides electric and gas services to about 153,000
customers in Southwestern Indiana. Information about SIGCORP,
Inc. is located on the World Wide Web at http://sigcorpinc.com.
Indiana Energy, Inc. is the holding company of Indiana Gas
Company, Inc., IEI Services, LLC and IEI Investments, Inc.
Indiana Gas provides natural gas distribution to about 508,000
customers in central Indiana. Information about Indiana Energy,
Inc. is located on the World Wide Web at
http://www.indiana-energy.com.
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DPL Inc. is a diversified energy company supplying electric and
gas energy services to 500,000 electric customers and
approximately 305,000 gas customers in the Midwest through its
subsidiary, The Dayton Power and Light Company. Information
about DPL is located on the World Wide Web at
http://www.dplinc.com.
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Selected Data
SIGCORP IEI Vectren DPL Gas Total
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Utility
Customers 153,000 508,000 661,000 305,000 966,000
Gas Through-
put (in BCF) 30.500 118.065 148.565 55.275 203.840
Total Revenue
($000's) $ 558,742 $420,463 $ 979,205 $ 215,008 $ 1,194,213
Miles of Gas
Pipeline 2,901 10,978 13,879 4,979 18,858
Full Times
Employees 1047 861 1908<F1> 199 2107
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<F1>Does not reflect merger related synergies.
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This press release contains certain statements about future
business operations, financial performance and other issues which
are forward looking. Actual results could differ materially from
those that have been projected. Additional detailed information
concerning a number of factors that could cause actual results to
differ materially from the information that has been provided
will be readily available on the forms 8K to be filed by Indiana
Energy, Inc. and DPL with the SEC.
Note to Editors: Today's news release, along with other news
about SIGCORP, Indiana Energy and DPL, is available on the
Internet at http://www.sigcorpinc.com, http://www.indiana-
energy.com and http:www.dplinc.com.
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Media Contacts:
Mary Beth Reese
Manager of Public Information
(812) 464-4524
Investor Relations Contacts:
Tim Burke
Secretary and Treasurer
(812) 465-4136
