As Filed With The Securities And Exchange Commission on October 10, 2001
Registration No. 333-69742
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VECTREN UTILITY HOLDINGS, INC. SOUTHERN INDIANA GAS AND
(Exact Name of Registrant as ELECTRIC COMPANY
Specified in its Charter) (Exact Name of Registrant as
Specified in its Charter)
Indiana Indiana
(State or Other Jurisdiction of (State or Other Jurisdiction
Incorporation or Organization) of Incorporation or
35-2104850 Organization)
(I.R.S. Employer Identification Number) 35-0672570
20 N.W. Fourth Street (I.R.S. Employer Identification
Evansville, Indiana 47741 Number)
(812) 491-4000 20 N.W. Fourth Street,
(Address, Including Zip Code, and Evansville, Indiana 47741
Telephone Including Area Code, (812) 491-4000
of Registrant's Principal (Address, Including Zip Code,
Executive Offices) and Telephone Including Area
Code, of Registrant's Principal
Executive Offices)
INDIANA GAS COMPANY, INC. VECTREN ENERGY DELIVERY OF OHIO, INC.
(Exact Name of Registrant as (Exact Name of Registrant as
Specified in its Charter) Specified in its Charter)
Indiana and Ohio Ohio
(State or Other Jurisdiction (State or Other Jurisdiction of
of Incorporation or Organization) Incorporation or Organization)
35-0793669 35-2107003
(I.R.S. Employer Identification Number) (I.R.S. Employer Identification
Number)
20 N.W. Fourth Street, 20 N.W. Fourth Street,
Evansville, Indiana 47741 Evansville, Indiana 47741
(812) 491-4000 (812) 491-4000
(Address, Including Zip Code, (Address, Including Zip Code,
and Telephone Number, and Telephone Number,
Including Area Code, of Registrant's Including Area Code, of Registrant's
Principal Executive Principal Executive Offices)
Offices)
Ronald E. Christian
Senior Vice President, General Counsel,
and Secretary of
Vectren Utility Holdings, Inc.,
Indiana Gas Company, Inc.,
Southern Indiana Gas and Electric Company
and
Vectren Energy Delivery of Ohio, Inc.
20 N.W. Fourth Street
Evansville, Indiana 47741
(812) 491-4000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service For All Registrants)
COPIES TO:
Catherine L. Bridge Edward F. Petrosky
Barnes & Thornburg Sidley Austin Brown &
Wood LLP
11 South Meridian Street 875 Third Avenue
Indianapolis, Indiana 46204 New York, New York 10022
(317) 236-1313 (212) 906-2000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
The information in this preliminary prospectus supplement is not complete and
may be changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. We may
not sell these securities unless we deliver a final prospectus supplement and
accompanying prospectus. This preliminary prospectus supplement is not an offer
to sell these securities and we are not soliciting offers to buy these
securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion
Preliminary Prospectus Supplement dated October 9, 2001
Prospectus Supplement Ratings:
(To Prospectus dated October___, 2001) Standard & Poor's: A-
Moody's: A2
(See "Ratings.")
VECTREN UTILITY HOLDINGS, INC.
$100,000,000
_____% Senior Notes due October 15, 2031
and
INDIANA GAS COMPANY, INC. SOUTHERN INDIANA GAS AND VECTREN ENERGY
ELECTRIC COMPANY DELIVERY OF OHIO, INC.
Guarantees of Senior Notes
----------------------
o Our Senior Notes due 2031, which we refer to as the "Notes", bear
interest at the rate of _____% per year. The Notes will mature on
October 15, 2031. However, we can redeem the Notes at our option on or
after October 19, 2006 at 100% of the principal amount plus any
accrued interest thereon.
o Interest on the Notes is payable quarterly on January 15, April 15,
July 15, and October 15, beginning on January 15, 2002, and at
maturity or earlier redemption.
o The Notes will be jointly and severally guaranteed by Indiana Gas
Company, Inc., Southern Indiana Gas and Electric Company and Vectren
Energy Delivery of Ohio, Inc. Each of these companies is a wholly
owned subsidiary of Vectren Utility Holdings, Inc. However, each
guarantee is subject to termination upon satisfaction of certain
conditions.
o The Notes will be unsecured and will rank equally with all of our
other unsecured senior indebtedness and junior to our secured
indebtedness, if any.
o With respect to each guarantor, the guarantee will be unsecured and
will rank equally with all of that guarantor's other unsecured senior
indebtedness, so long as the guarantee is in effect, and junior to its
secured indebtedness.
o We will apply to list the Notes on the New York Stock Exchange under
the symbol "_______." We expect trading of the Notes to begin within a
30-day period after the initial delivery of the Notes, although we
cannot assure you that our listing will be approved or trading will
begin at that time.
You should carefully consider the factors set forth under "Risk
Factors" beginning on page S-8 of this prospectus supplement.
Per Note Total
-------- -----
Public offering price(1).......................
Underwriting discount..........................
Proceeds, before expenses, to Vectren Utility
Holdings, Inc. .............................
(1) Plus accrued interest from October ___, 2001, if settlement
occurs after that date
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or passed
upon the adequacy of this prospectus supplement or the accompanying prospectus.
Any representation to the contrary is a criminal offense.
We expect that the Notes will be ready for delivery in book-entry form
only through The Depository Trust Company ("DTC") on or about October __, 2001.
-------------------
Merrill Lynch & Co. A.G. Edwards & Sons, Inc.
UBS Warburg
U.S. Bancorp Piper Jaffray
---------------------
The date of this prospectus supplement is October ___, 2001.
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT Page
--------------------- ----
Forward-Looking Statements.............................................S-3
Summary of the Offering................................................S-4
Risk Factors...........................................................S-8
Use of Proceeds.......................................................S-10
Capitalization........................................................S-10
Ratios of Earnings to Fixed Charges...................................S-10
Description of the Notes..............................................S-11
Ratings...............................................................S-15
Underwriting..........................................................S-16
Legal Opinions........................................................S-16
Experts...............................................................S-17
PROSPECTUS
----------
Forward-Looking Statements...............................................4
Vectren Utility Holdings, Inc. and Subsidiary Companies..................5
Use of Proceeds..........................................................6
Ratios of Earnings to Fixed Charges......................................6
Description of the Debt Securities.......................................7
Plan of Distribution....................................................22
Legal Matters...........................................................22
Experts.................................................................23
Where You Can Find More Information.....................................23
Incorporation of Information We File with the SEC.......................24
-------------------
This prospectus supplement contains specific information about the
terms of this offering. The accompanying prospectus provides you with a general
description of the securities we may offer, some of which may not apply to the
Notes. This prospectus supplement may also add, update or change information
contained in the prospectus. If the descriptions of a particular series of
securities vary between this prospectus supplement and the prospectus, you
should rely on the information in this prospectus supplement. You should read
both this prospectus supplement and any prospectus together with additional
information described in the prospectus under the heading "Where You Can Find
More Information."
You should rely only on the information contained or incorporated by
reference in this prospectus supplement or the accompanying prospectus. We have
not authorized anyone to provide you with different or additional information.
If anyone provides you with different or additional information, you should not
rely on it. We are not, and the underwriters are not, making an offer to sell
the Notes in any jurisdiction where the offer or sale is not permitted. You
should assume that the information contained in this prospectus supplement or
the accompanying prospectus is accurate only as of the date on the cover page of
this prospectus supplement or the accompanying prospectus, as applicable, and
that the information contained in documents incorporated by reference in this
prospectus supplement or the accompanying prospectus is accurate only as of the
date of those documents. Our business, financial condition, results of
operations and prospects may have changed since those dates.
In this prospectus supplement and the accompanying prospectus, "we,"
"us" and "our" refer to Vectren Utility Holdings, Inc. and, where appropriate,
our subsidiary companies. The term "Underwriters" refers to Merrill Lynch,
Pierce, Fenner & Smith Incorporated, A.G. Edwards & Sons, Inc., U.S. Bancorp
Piper Jaffray Inc. and UBS Warburg LLC.
FORWARD-LOOKING STATEMENTS
Statements contained or incorporated by reference in this prospectus
supplement regarding future events and developments are "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933.
Forward-looking statements are based on management's beliefs as well as
assumptions made by, and information currently available to, management. Because
such statements are based on expectations and not historical facts, actual
results may differ materially from those projected in the particular statements.
Important factors that could cause future results to differ include the
following:
o Weather conditions;
o The federal and state regulatory environment, including
changes in rate-setting and cost-recovery policies,
environmental regulations, tax or accounting matters and
other laws and regulations to which we are subject;
o The economic climate, including inflation rates and monetary
policies;
o Unusual or unanticipated changes in normal business
operations, including unusual maintenance or repairs;
o Fluctuation in supply, demand, transmission capacity and
prices for energy commodities;
o Customer growth within our service territories and changes
in customers' usage patterns and energy preferences;
o Financial market conditions, including changes in
availability of capital or interest rate fluctuations;
o Our ability to carry out our marketing and sales plans,
along with the ability to realize synergies associated with
our merger and investment strategies; and
o Employee workforce factors, including changes in collective
bargaining unit agreements, strikes or work stoppages.
These and other matters are difficult to predict, and many are beyond
our control, including those we discuss in this prospectus supplement, the
accompanying prospectus and our filings with the Securities and Exchange
Commission. Accordingly, you should not rely on the accuracy of predictions
contained in forward-looking statements. These statements speak only as of the
date of this prospectus supplement, the accompanying prospectus or, in the case
of documents incorporated by reference, the dates of those documents, as
applicable.
SUMMARY OF THE OFFERING
The following summary is not complete. For a more detailed
description, you should read all of the information appearing elsewhere in, or
incorporated by reference in, this prospectus supplement and in the accompanying
prospectus.
Vectren Utility Holdings, Inc. and Subsidiary Companies
Vectren Utility Holdings, Inc. ("Utility Holdings"), an Indiana
corporation, is a wholly owned subsidiary of Vectren Corporation ("Vectren").
Utility Holdings was formed on March 31, 2000 to serve as the intermediate
holding company for Vectren's operating public utilities:
o Indiana Gas Company, Inc. ("Indiana Gas"), formerly a wholly
owned subsidiary of Indiana Energy, Inc. ("Indiana Energy"),
o Southern Indiana Gas and Electric Company ("Southern Indiana
Gas"), formerly a wholly owned subsidiary of SIGCORP, Inc.
("SIGCORP"), and
o the Ohio operations as described below.
Utility Holdings's regulated subsidiary companies currently serve
approximately one million customers. Indiana Gas provides natural gas and
transportation services to a diversified base of customers in 311 communities in
49 of Indiana's 92 counties. Southern Indiana Gas provides generation,
transmission, distribution and the sale of electric power to Evansville, Indiana
and 74 other communities in 8 counties in southwestern Indiana, and the
distribution and sale of natural gas to Evansville, Indiana and 64 communities
in 10 counties in southwestern Indiana. The Ohio operations provide natural gas
distribution, transportation and sale of natural gas to Dayton, Ohio and 16
counties in west central Ohio.
On October 31, 2000, Vectren acquired the natural gas distribution
assets of The Dayton Power and Light Company ("Dayton Power") for a purchase
price of approximately $465 million. The acquisition added 310,000 gas
distribution customers in 16 counties in west central Ohio. Vectren acquired the
natural gas distribution assets as a tenancy in common through two wholly owned
subsidiary companies. Vectren Energy Delivery of Ohio, Inc. ("Vectren of Ohio")
holds a 53 percent undivided ownership interest in the assets, and Indiana Gas
holds a 47 percent undivided ownership interest in the assets. Vectren of Ohio
operates the natural gas distribution assets, and these operations are referred
to in this prospectus supplement as "the Ohio operations." Utility Holdings
established a $435 million commercial paper program to fund the majority of the
acquisition; this facility was fully utilized at October 31, 2000. Vectren of
Ohio's portion of the acquisition was initially funded with short-term
borrowings from Utility Holdings. Indiana Gas's portion of the acquisition was
initially funded with a combination of short-term borrowings from Utility
Holdings's and Indiana Gas's commercial paper programs. In February 2001,
Utility Holdings repaid $129.4 million of commercial paper with proceeds from a
public offering of Vectren's common stock. Over time, it is anticipated that
permanent financing will fully replace these short-term borrowings.
Vectren is an Indiana corporation that was organized on June 10, 1999,
solely for the purpose of effecting the merger of Indiana Energy and SIGCORP. On
March 31, 2000, the merger of Indiana Energy with SIGCORP and into Vectren was
consummated with a tax-free exchange of shares and has been accounted for as a
pooling of interests. The reorganization of Indiana Gas and Southern Indiana Gas
into subsidiary companies of Utility Holdings has been accounted for as a
combination of entities under common control. These transactions did not affect
the preferred stock and debt securities of Indiana Gas and Southern Indiana Gas.
Utility Holdings's principal executive offices are located at 20 N.W.
Fourth Street, Evansville, Indiana 47711 and our telephone number is (812)
491-4000.
If you want to find more information about us, please see the sections
entitled "Where You Can Find More Information" and "Incorporation of Information
We File with the SEC" in the accompanying prospectus.
Recent Developments
Southern Indiana Gas will redeem all of the outstanding shares of its
4.8% Preferred Stock and 4.75% Preferred Stock on October 16, 2001. A notice of
redemption was mailed to shareholders on September 10, 2001. Southern Indiana
Gas deposited the redemption funds with the redemption agent on September 10,
2001. Since that date, the 4.8% Preferred Stock and the 4.75% Preferred Stock
are no longer deemed outstanding.
Southern Indiana Gas will redeem the 4.8% Preferred Stock at the
redemption price of $110.00 per share, plus $1.3464 in accrued and unpaid
dividends to the redemption date. There were 85,519 shares of 4.8% Preferred
Stock outstanding prior to the redemption. Southern Indiana Gas will redeem the
4.75% Preferred Stock at the redemption price of $101.00 per share, plus $.9694
in accrued and unpaid dividends to the redemption date. There were 3,000 shares
of 4.75% Preferred Stock outstanding prior to the redemption.
In addition, Southern Indiana Gas redeemed all of the outstanding
shares of its 6.5% Preferred Stock on September 10, 2001. Southern Indiana Gas
redeemed the 6.5% Preferred Stock at the redemption price of $104.50 per share,
plus $.6802 in accrued and unpaid dividends to the redemption date. There were
75,000 shares of 6.5% Preferred Stock outstanding prior to the redemption.
The Offering
Notes Offered ...................... We are offering $100,000,000 aggregate
principal amount of Notes bearing
interest at a rate of ____% per year.
Interest Payment Dates.............. We will pay interest on the Notes
quarterly in arrears on January 15,
April 15, July 15, and October 15 of
each year, beginning on January 15,
2002.
Record Date......................... We will make interest payments to the
holders of Notes who hold the Notes as
of the 1st calendar day of the month in
which each interest payment date falls
and, if applicable, upon presentation
and surrender at maturity or earlier
redemption.
Date of Maturity.................... The Notes will mature on October 15,
2031, unless we redeem the Notes prior
to that date.
Optional Redemption
by Utility Holdings ................ We will have the option to redeem the
Notes, in whole or in part, from time to
time on or after October 19, 2006. The
optional redemption price for the Notes
will be 100% of the principal amount
thereof plus unpaid interest accrued to
the redemption date.
Ranking............................. The Notes will be unsecured and will
rank equally with all of the other
unsecured senior indebtedness of Utility
Holdings. The Notes will rank junior to
the secured indebtedness of Utility
Holdings, if any. Since the Notes are
guaranteed by our subsidiary companies,
the Notes will rank equally with the
unsecured senior indebtedness of our
subsidiary companies and junior to their
secured indebtedness. At June 30, 2001,
Utility Holdings had total
unconsolidated liabilities of $351.5
million, none of which was secured; our
subsidiary companies had total
liabilities of $1.4 billion, of which
$245.8 million was secured and $271.7
million represented intercompany
payables owing to Utility Holdings; and
Utility Holdings and its subsidiaries
had total consolidated liabilities of
$1.5 billion.
Guarantees.......................... Our operating public utility subsidiary
companies, Indiana Gas, Southern Indiana
Gas and Vectren of Ohio, will jointly
and severally guarantee the payment of
all of our obligations under the Notes.
With respect to each guarantor, the
guarantee will be unsecured and will
rank equally with all of that
guarantor's other unsecured senior
indebtedness, so long as that guarantee
is in effect, and will rank junior to
its secured indebtedness. Under certain
circumstances, the guarantees may be
terminated.
Ratings............................. We anticipate that the Notes will be
rated "A-" by Standard & Poor's Ratings
Services, a division of The McGraw-Hill
Companies, Inc., and "A2" by Moody's
Investors Service, Inc.
Use of Proceeds..................... We estimate that we will receive net
proceeds from the sale of the Notes of
approximately $____________. We intend
to use the proceeds from the offering of
the Notes to repay a portion of the
commercial paper we issued to fund the
acquisition of the Ohio operations.
Ratios of Earnings to Fixed
Charges............................. Our historical ratios of earnings to
fixed charges for the twelve months
ended on June 30, 2001 and each of the
fiscal years ended December 31, 2000,
1999, 1998, 1997 and 1996 were 2.3x,
2.8x, 4.0x, 3.8x, 3.3x and 4.1x,
respectively. The ratio for the twelve
months ended on June 30, 2001 includes
eight months of the Ohio operations, and
the ratio for the year ended December
31, 2000 includes two months of the Ohio
operations. The ratio for 1997 excluding
restructuring costs of $39.5 million
would have been 3.6x. The ratio for
fiscal 2000 excluding merger-related
costs of $44.1 million would have been
3.2x. The ratio for the twelve months
ended June 30, 2001 excluding
merger-related costs of $17.9 million
and restructuring-related charges of
$10.8 million would have been 2.4x.
RISK FACTORS
You should carefully consider the risk factors described below, as
well as other information included or incorporated by reference in this
prospectus supplement and the accompanying prospectus before making an
investment in the Notes. Additionally risks and uncertainties not presently
known or that we currently believe to be immaterial may also adversely affect
us.
The Notes will rank junior to the claims of secured creditors of Utility
Holdings and its subsidiary companies. Because of our holding company structure,
except during the time that the Notes are guaranteed by our subsidiary
companies, the Notes will also rank junior to the claims of unsecured creditors
of our subsidiary companies.
The Notes will rank junior to all of the secured indebtedness of
Utility Holdings and its subsidiary companies to the extent of the underlying
collateral. In addition, because we are a holding company and conduct our
operations through our subsidiary companies, our ability to meet our obligations
under our indebtedness, including payment of principal of and any interest on
the Notes, depends on the earnings and cash flows of our subsidiary companies
and the ability of our subsidiary companies to pay dividends or advance or repay
funds to us. Any right of ours or the holders of the Notes to participate in the
assets of any of our subsidiary companies upon any liquidation, dissolution or
reorganization of any such subsidiary company will be subject to the prior
claims of that subsidiary company's secured creditors and, except to the extent
that a guarantee in respect of the Notes from that subsidiary company is in
effect, its unsecured creditors, including its trade creditors and other
creditors who have obtained guarantees from that subsidiary company, unless we
are recognized as a creditor of that subsidiary company on account of our own
claims. Accordingly, absent the existence of guarantees from our subsidiary
companies, the Notes will rank junior to the claims of unsecured creditors of
our subsidiary companies. On the date of this prospectus supplement, the Notes
are guaranteed by Indiana Gas, Southern Indiana Gas and Vectren of Ohio.
However, these guarantees may be terminated upon the disposition of a guarantor,
but only if certain conditions are satisfied. See "Description of the Notes -
The Guarantees."
At June 30, 2001, Utility Holdings had total unconsolidated
liabilities of $351.5 million, none of which was secured; our subsidiary
companies had total liabilities of $1.4 billion, of which $245.8 million was
secured and $271.7 million represented intercompany payables owing to Utility
Holdings; and Utility Holdings and its subsidiaries had total consolidated
liabilities of $1.5 billion.
A court may be able to void any guarantees of the Notes and require holders of
the Notes to return payments received from the subsidiary guarantors.
Under the federal bankruptcy law and comparable provisions of state
fraudulent transfer laws, a guarantee of the Notes by one or more of our
subsidiary guarantors could be voided, or claims in respect of a guarantee could
be subordinated to all other debts of any subsidiary guarantor, if, among other
things, that subsidiary guarantor, at the time it issued the guarantee:
o issued the guarantee to delay, hinder or defraud present or
future creditors; or
o received less than reasonably equivalent value or fair
consideration for issuing the guarantee;
and at the time that subsidiary guarantor issued the guarantee, it
o was insolvent or rendered insolvent by reason of issuing the
guarantee or would be rendered insolvent upon payment of the
guarantee;
o was engaged or about to engage in a business or transaction
for which that subsidiary guarantor's remaining unencumbered
assets constituted unreasonably small capital to carry on
its business; or
o intended to incur, or believed that it would incur, debts
beyond its ability to pay the debts as they mature.
If a court determined that the issuance of a guarantee of the Notes by
a subsidiary guarantor violated applicable federal and state law as described
above, any payment by a subsidiary guarantor pursuant to its guarantee of the
Notes could be voided and required to be returned to that subsidiary guarantor
or a fund for the benefit of the creditors of that subsidiary guarantor, or the
guarantee could be subordinated to other debts of that subsidiary guarantor.
The measure of insolvency for purposes of fraudulent transfer laws
vary depending upon the law applied in any proceeding to determine whether a
fraudulent transfer has occurred. Generally, however, a person would be
considered insolvent if, at the time it incurred the debt:
o the sum of its debts, including contingent liabilities, were
greater than the fair saleable value of all of its assets;
o the present fair saleable value of its assets was less than
the amount that would be required to pay its probable
liability on its existing debts, including contingent
liabilities, as they become absolute and mature; or
o it could not pay its debts as they become due.
We cannot be sure as to the standard that a court would use to
determine whether or not a subsidiary guarantor was solvent at the relevant
time, or, regardless of the standard that the court uses, that the issuance of
the guarantee of the Notes would not be voided or the guarantee of the Notes
would not be subordinated to that subsidiary guarantor's other debts.
If challenged, any guarantee of the Notes issued by one of our
subsidiary guarantors could also be subject to the claim that, because the
guarantee was issued for our benefit, and only indirectly for the benefit of
that subsidiary guarantor, the obligations of that subsidiary guarantor were
incurred for less than fair consideration. A court could therefore void the
obligations under the guarantee or subordinate the guarantee to that subsidiary
guarantor's other debts or take other actions detrimental to holders of the
Notes.
USE OF PROCEEDS
We estimate that we will receive net proceeds from the sale of the
Notes of approximately $___________ after deducting the underwriting discount
and commissions and estimated offering expenses payable by us. We intend to use
the proceeds from the sale of the Notes to repay a portion of our commercial
paper outstanding as of June 30, 2001, which had a weighted average interest
rate of 2.57% per annum as of October 5, 2001 and had maturities ranging from 4
days to 35 days. We issued the commercial paper and other short term debt to
fund the acquisition of the Ohio operations.
CAPITALIZATION
The following table sets forth our capitalization at June 30, 2001, as
adjusted to reflect the issuance of the Notes and use of proceeds. The following
information is not complete, and you should read it together with the detailed
information and financial statements appearing in the documents incorporated by
reference in this prospectus supplement and the accompanying prospectus.
At June 30, 2001
----------------
(dollars in thousands)
Actual As Adjusted(2)
------ --------------
Long-Term Debt (net of
current maturities)(1)................ $565,770 $665,770
Common Shareholders' Equity........... 686,356 686,356
Preferred Stock of Subsidiary(3)...... 460 460
---------- ----------
Total Capitalization.................. $1,252,586 $1,352,586
========== ==========
---------------
(1) There were no current maturities of long-term debt.
(2) Adjusted for the sale of the Notes at par.
(3) Does not include $7.5 million of 6.5% preferred stock
outstanding at June 30, 2001, which was redeemed on
September 10, 2001 and $8.9 million of 4.8% and 4.75%
preferred stock which will be redeemed effective October 16,
2001.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratios of earnings to fixed charges for
the periods indicated.
Twelve Months
Ended Fiscal Year Ended December 31,
June 30, --------------------------------------------
2001 (1) 2000(2) 1999 1998 1997 1996
------------- ------- ---- ---- ---- ----
2.3x 2.8x 4.0x 3.8x 3.3x 4.1x
----------------
(1) Includes eight months of the Ohio operations.
(2) Includes two months of the Ohio operations.
For the purpose of computing these ratios, earnings consist of net
income plus income taxes, investment tax credits and fixed charges. Fixed
charges consist of total interest, amortization of debt discount, premium and
expense, the estimated portion of interest implicit in rentals and preferred
stock dividend of consolidated subsidiary. We restructured the operations of
Indiana Gas in 1997 to reduce costs and remain competitive. The ratio of
earnings to fixed charges for fiscal 1997 excluding the charge of $39.5 million
relating to the restructuring would have been 3.6x. The ratio of earnings to
fixed charges for fiscal 2000 excluding merger-related costs of $44.1 million
would have been 3.2x. In June 2001 we began implementing a restructuring plan to
eliminate administrative and supervisory positions in our utility operations and
corporate office. The ratio of earnings to fixed charges for the twelve months
ended June 30, 2001 excluding merger-related costs of $17.9 million and
restructuring-related charges of $10.8 million would have been 2.4x.
DESCRIPTION OF THE NOTES
Set forth below is a description of the specific terms of the Notes.
This description is not complete, and you should read it together with the
description of the general terms and provisions of the debt securities set forth
in the accompanying prospectus under the caption "Description of the Debt
Securities." In addition, you should read all of the provisions of the indenture
(as amended or supplemented from time to time, the "Indenture"), to be entered
into between us, Indiana Gas, Southern Indiana Gas and Vectren of Ohio, as
guarantors, and U.S. Bank Trust National Association, as trustee (the "Note
Trustee").
General
The Notes will be issued as a separate series of debt securities under
the Indenture. The Notes will be limited in aggregate principal amount to
$100,000,000, subject to the reopening provisions of the Indenture. The Notes
will be issued in minimum denominations of $25 and integral multiples of $25.
The entire principal amount of the Notes, unless previously redeemed as
described below under "--Optional Redemption," will mature and become due and
payable, together with any unpaid interest accrued thereon, on October 15, 2031.
The Notes are not subject to, or entitled to the benefit of, any sinking fund
provision.
Maturity
In the event that any interest payment date, the stated maturity date
or any redemption date is not a Business Day (as defined below), then payment of
principal of the Notes or any interest on the Notes, or both, as applicable,
will be made on the next Business Day (and without any interest or other payment
in respect of any such delay), except that if such Business Day is in the next
calendar year, the payment will be made on the immediately preceding Business
Day, in each case with the same force and effect as if made on the original
date. "Business Day" means any day other than a Saturday, Sunday or other day on
which commercial banks are authorized or required by law, regulation or
executive order to close in The City of New York.
Ranking
The Notes will be unsecured and will rank equally with all of the
other unsecured senior indebtedness of Utility Holdings. The Notes will rank
junior to the secured indebtedness of Utility Holdings, if any. Since the Notes
are guaranteed by our subsidiary companies, the Notes will rank equally with the
unsecured senior indebtedness of our subsidiary companies and junior to their
secured indebtedness. At June 30, 2001, Utility Holdings had total
unconsolidated liabilities of $351.5 million, none of which was secured; our
subsidiary companies had total liabilities of $1.4 billion, of which $245.8
million was secured and $271.7 million represented intercompany payables owing
to Utility Holdings; and Utility Holdings and its subsidiaries had total
consolidated liabilities of $1.5 billion. See "Risk Factors--The Notes will rank
junior to the claims of secured creditors of Utility Holdings and its subsidiary
companies. Because of our holding company structure, except during the time that
the Notes are guaranteed by our subsidiary companies, the Notes will also rank
junior to the claims of unsecured creditors of our subsidiary companies." See
also "--The Guarantees" below for a discussion of the circumstances in which the
guarantees of our subsidiary guarantors may be terminated.
Interest
Each Note will bear interest at ____% per year from the date of
original issuance, payable quarterly in arrears on January 15, April 15, July
15, and October 15 of each year, beginning January 15, 2002 (each, an "Interest
Payment Date") to the person in whose name the Note is registered at the close
of business as of the first calendar day of the month in which the applicable
Interest Payment Date falls and, if applicable, at maturity or earlier
redemption, as the case may be. The amount of interest payable will be computed
on the basis of a 360-day year of twelve 30-day months.
Optional Redemption
We will have the option to redeem the Notes, in whole or in part,
without premium, from time to time, on or after October 19, 2006, upon not less
than 30 nor more than 60 days' prior written notice, at a redemption price equal
to 100% of the principal amount to be redeemed plus any unpaid interest accrued
to the redemption date.
On and after the redemption date, the Notes to be redeemed will cease
to bear interest, unless we default in the payment of the redemption price. In
the event of such default, the principal of the Notes to be redeemed will, until
paid, continue to bear interest at the rate indicated on the cover of this
prospectus supplement.
Subject to the foregoing and to applicable law (including, without
limitation, United States federal securities laws), we or our affiliates may, at
any time and from time to time, purchase outstanding Notes by tender, in the
open market or by private agreement. However, we may not use any purchased Notes
as a credit against any redemption obligation.
The Guarantees
Indiana Gas, Southern Indiana Gas and Vectren of Ohio will, jointly
and severally, fully and unconditionally guarantee the performance and punctual
payment when due, whether at stated maturity, by acceleration or otherwise, of
all of our obligations under the Notes and the provisions of the Indenture
relating to the Notes. If we default in payment of the principal of or any
interest on the Notes, the guarantors, jointly and severally, will be
unconditionally obligated to duly and punctually make such payments. The
liability of each guarantor will be independent of, and not in consideration of
or contingent upon, our liability or the liability of any other party under the
Notes or the Indenture. Further, Utility Holdings may in its sole discretion
elect to cause each subsequent subsidiary of Utility Holdings to fully and
unconditionally guarantee all of the obligations under the Notes; provided,
however, that Utility Holdings has agreed to cause any subsequent subsidiary of
Utility Holdings that guarantees other obligations of Utility Holdings to
guarantee the obligations under the Notes.
With respect to each guarantor, the guarantee will be unsecured and
rank equal in right of payment with all of that guarantor's other unsecured
senior indebtedness, so long as that guarantee is in effect, and junior to its
secured indebtedness. Except as otherwise specified in the second succeeding
paragraph, the guarantees will remain in full force and effect until payment in
full of all of the guaranteed obligations.
Each guarantor's obligations will be limited to the maximum amount
that (after giving effect to all other contingent and fixed liabilities of such
guarantor and any collections from, or payments made by or on behalf of, any
other guarantors) will result in the obligations of such guarantor under the
guarantee not constituting a fraudulent conveyance or fraudulent transfer under
applicable law. See "Risk Factors--A court may be able to void any guarantees of
the Notes and require holders of the Notes to return payments received from the
subsidiary guarantors."
Notwithstanding the restrictions on transfer described in the
accompanying prospectus under"-- Merger, Consolidation or Sale of Assets," if we
transfer or cause the transfer of all or substantially all of the voting capital
stock or assets of any subsidiary guarantor to any person other than us or one
of the other subsidiary guarantors, whether by merger, consolidation, sale or
other transfer, all of the obligations and liabilities of that subsidiary
guarantor under its guarantee will terminate upon transfer so long as:
1. such subsidiary guarantor has fully repaid all of its
indebtedness, if any, to us and the other subsidiary
guarantors,
2. Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., and Moody's Investors Service,
Inc., or their successors, have each confirmed that, as a
result of the transfer, our long term credit rating will not
fall below BBB- (or its equivalent), in the case of Standard
& Poor's, and Baa3 (or its equivalent), in the case of
Moody's, and
3. immediately before and immediately after giving effect to
the transfer, no event of default and no event which, after
notice or passage of time or both, would become an event of
default shall have occurred and be continuing.
Book-Entry Only Issuance - The Depository Trust Company
DTC will act as the initial securities depositary for the Notes. The
Notes will be issued only as fully registered securities registered in the name
of Cede & Co., DTC's partnership nominee. One or more fully registered global
Notes will be issued, representing in the aggregate the total principal amount
of Notes, and will be deposited with DTC.
DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants ("Direct Participants")
deposit with DTC. DTC also facilitates the settlement among Direct Participants
of securities transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in Direct
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. Direct Participants include securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations. DTC is owned by a number of its Direct Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange LLC and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to others such as securities brokers and dealers, banks and trust
companies that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly ("Indirect Participants"). The rules
applicable to DTC and its Direct Participants are on file with the Securities
and Exchange Commission.
Purchases of Notes under the DTC system must be made by or through
Direct Participants, which will receive a credit for the Notes on DTC's records.
The ownership interest of each actual purchaser of Notes ("Beneficial Owner") is
in turn to be recorded on the Direct and Indirect Participants' records.
Beneficial Owners will not receive written confirmation from DTC of their
purchases, but Beneficial Owners are expected to receive written confirmations
providing details of the transactions, as well as periodic statements of their
holdings, from the Direct or Indirect Participants through which the Beneficial
Owners entered into the transactions. Transfers of ownership interests in the
Notes are to be accomplished by entries made on the books of Direct and Indirect
Participants acting on behalf of Beneficial Owners. Beneficial Owners will not
receive certificates representing their ownership interests in Notes, except in
the event that use of the book-entry system for the Notes is discontinued and we
determine that Beneficial Owners may exchange their ownership interests for such
certificates or if an event of default under the Indenture occurs.
To facilitate subsequent transfers, all Notes deposited by Direct
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. or such other name as may be requested by an authorized
representative of DTC. The deposit of Notes with DTC and their registration in
the name of Cede & Co. or such other nominee do not effect any change in
beneficial ownerships. DTC will have no knowledge of the actual Beneficial
Owners of the Notes; DTC's records reflect only the identity of the Direct
Participants to whose accounts the Notes are credited, which may or may not be
the Beneficial Owners. The Direct and Indirect Participants will remain
responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Redemption notices will be sent to DTC. If less than all of the Notes
are being redeemed, DTC's practice is to reduce by lot the amount of the
interest of each Direct Participant in the Notes to be redeemed.
Although voting with respect to the Notes is limited, in those cases
where a vote is required, neither DTC nor Cede & Co. will consent or vote with
respect to the Notes. Under its usual procedures, DTC would mail an Omnibus
Proxy to us as soon as possible after the record date. The Omnibus Proxy assigns
Cede & Co.'s consenting or voting rights to those Direct Participants to whose
accounts the Notes are credited on the record date (identified in a listing
attached to the Omnibus Proxy).
Payments on the Notes will be made to Cede & Co. DTC's practice is to
credit Direct Participants' accounts, upon DTC's receipt of funds and
corresponding detail information from us, on the relevant payment date in
accordance with their respective holdings shown on DTC's records. Payments by
Participants to Beneficial Owners will be governed by standing instructions and
customary practices, as is the case with securities held for the account of
customers in bearer form or registered in "street name," and will be the
responsibility of such Participant and not our responsibility or the
responsibility of DTC, subject to any statutory or regulatory requirements as
may be in effect from time to time. Payment to DTC is our responsibility,
disbursements of such payments to Direct Participants is the responsibility of
DTC and disbursements of such payments to the Beneficial Owners is the
responsibility of Direct and Indirect Participants.
Except as provided herein, a Beneficial Owner of an interest in a
global Note will not be entitled to receive physical delivery of Notes.
Accordingly, each Beneficial Owner must rely on the procedures of DTC to
exercise any rights under the Notes. The laws of some jurisdictions require that
certain purchasers of securities take physical delivery of securities in
definitive form. Such laws may impair the ability to transfer beneficial
interests in a global Note.
DTC may discontinue providing its services as security depository with
respect to the Notes at any time by giving reasonable notice to us. Under such
circumstances, in the event that a successor securities depository is not
obtained, Note certificates will be printed and delivered to the holders of
record.
Additionally, we may decide to discontinue use of the system of
book-entry transfers through DTC (or a successor depository) with respect to the
Notes. In that event, or if there is an event of default under the Indenture,
certificates for the Notes will be printed and delivered to the holders of
record.
The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that we believe to be reliable, but we
take no responsibility for the accuracy of the information. We have no
responsibility for the performance by DTC or its Participants of their
respective obligations as described in this section or under the rules and
procedures governing their respective operations.
RATINGS
It is anticipated that Standard & Poor's and Moody's will assign the
Notes the ratings set forth on the cover page of this prospectus supplement. The
ratings reflect only the views of the rating agencies, and an explanation of the
significance of the ratings may be obtained only from the rating agencies at the
following addresses: Standard & Poor's, 25 Broadway, New York, New York 10004
and Moody's, 99 Church Street, New York, New York 10007. There is no assurance
that the ratings will, in fact, be assigned or remain in effect for any period
of time or that they will not be revised downward or withdrawn entirely by the
rating agencies if, in their judgment, circumstances warrant. Neither Utility
Holdings nor the Underwriters have undertaken any responsibility to oppose any
proposed downward revision or withdrawal of a rating on the Notes. Any downward
revision or withdrawal of the ratings would likely have an adverse effect on any
trading market for, and/or the market price of, the Notes.
At present, each of the rating agencies maintains four categories of
investment grade ratings. They are for Standard & Poor's - AAA, AA, A and BBB
and for Moody's - Aaa, Aa, A and Baa. You may obtain further explanation of the
significance of these ratings from Standard & Poor's and Moody's.
UNDERWRITING
Subject to the terms and conditions of an underwriting agreement, we
have agreed to sell to the Underwriters, and the Underwriters severally have
agreed to purchase from us, the entire principal amount of the Notes in the
respective principal amounts of the Notes set forth opposite their names below:
Underwriter Principal Amount
----------- ----------------
Merrill Lynch, Pierce, Fenner & Smith
Incorporated........................$
A.G. Edwards & Sons, Inc........................$
UBS Warburg LLC $
U.S. Bancorp Piper Jaffray, Inc.................$
----------------
Total...............................$
================
The Underwriters propose initially to offer the Notes to the public at
the public offering price set forth on the cover page of this prospectus
supplement and to dealers at that price less a concession not in excess of ___%
of the principal amount of the Notes. The Underwriters may allow, and such
dealers may reallow, a discount not in excess of ____% of the principal amount
of the Notes to other dealers. After the initial public offering, the public
offering price, concession and discount may be changed.
The Notes are a new issue of securities with no established trading
market. We will apply to list the Notes on the New York Stock Exchange (the
"NYSE"). We expect trading of the Notes on the NYSE to begin within a 30-day
period after the initial delivery of the Notes, although we cannot assure you
that our listing will be approved or trading will begin at that time. The
Underwriters have advised us that, prior to the commencement of trading on the
NYSE, they intend to make a market in the Notes. The Underwriters will have no
obligation to make a market in the Notes, however, and may discontinue market
making activities, if commenced, at any time without notice.
We and our subsidiary guarantors have jointly and severally agreed to
indemnify the Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, or to contribute to payments the Underwriters
may be required to make in respect of those liabilities.
We have agreed, during the period of 15 days from the date on which
the Notes are purchased by the Underwriters, not to sell, offer to sell, grant
any option for the sale of, or otherwise dispose of any additional Notes, any
security convertible into or exchangeable into or exercisable for Notes or any
debt securities substantially similar to the Notes or any security convertible
into, exchangeable into or exercisable for any such debt securities, without the
prior written consent of the Underwriters.
Some of the Underwriters and their affiliates have performed services
for us and our affiliates in the past. They have received customary compensation
for these services.
LEGAL OPINIONS
The validity of the Notes will be passed upon for us by Barnes &
Thornburg, Indianapolis, Indiana. Certain matters will be passed upon for the
Underwriters by Sidley Austin Brown & Wood LLP, New York, New York.
EXPERTS
The audited consolidated financial statements of Utility Holdings,
Indiana Gas and Southern Indiana Gas, as of December 31, 2000 and 1999 and for
each of the years in the three year period ended December 31, 2000 incorporated
by reference in this prospectus supplement 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 herein by reference in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.
The audited financial statements of Dayton Power's natural gas retail
distribution business as of December 31, 1999 and for the year then ended
incorporated in this prospectus supplement of Utility Holdings have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
$100,000,000
Vectren Utility Holdings, Inc.
---------------------
Prospectus Supplement
---------------------
Merrill Lynch & Co.
A.G. Edwards & Sons, Inc.
UBS Warburg
U.S. Bancorp Piper Jaffray
October __, 2001
PROSPECTUS
Subject to Completion,
Preliminary Prospectus dated October 9, 2001
$350,000,000
VECTREN UTILITY HOLDINGS, INC.
Debt Securities
SOUTHERN INDIANA GAS AND INDIANA GAS COMPANY, INC.
ELECTRIC COMPANY Guarantee of Debt Securities
Guarantee of Debt Securities
VECTREN ENERGY DELIVERY
OF OHIO, INC.
Guarantee of Debt Securities
o By this prospectus, we may offer from time to time up to $350,000,000
of debt securities of Vectren Utility Holdings, Inc.
o These securities will be jointly and severally guaranteed by Indiana
Gas Company, Inc., Southern Indiana Gas and Electric Company and
Vectren Energy Delivery of Ohio, Inc. Each of these companies is a
wholly owned subsidiary company of Vectren Utility Holdings, Inc.
o When we offer debt securities, we will provide you with a prospectus
supplement describing the terms of the specific issue of securities,
including the initial offering price of the securities, if any.
o You should read this prospectus and the prospectus supplement relating
to the specific offering of securities carefully before you invest.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined
that this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
----------------------
The date of this prospectus is October ____, 2001
TABLE OF CONTENTS
Forward-Looking Statements.................................................. 3
Vectren Utility Holdings, Inc. and Subsidiary Companies..................... 4
Use of Proceeds............................................................. 5
Ratios of Earnings to Fixed Charges......................................... 5
Description of the Debt Securities.......................................... 6
Plan of Distribution........................................................ 23
Legal Matters............................................................... 24
Experts ................................................................... 24
Where You Can Find More Information......................................... 24
Incorporation of Information We File with the SEC........................... 25
--------------
This prospectus is part of a registration statement on Form S-3 that we
filed with the Securities and Exchange Commission utilizing a "shelf"
registration process. Under this shelf process, we may sell any of the
securities described in this prospectus from time to time in one or more
offerings up to a total amount of $350,000,000. This prospectus provides you
with a general description of the securities we may offer. Each time we sell any
securities under this prospectus, we will provide a prospectus supplement that
will contain specific information about the terms of that offering. The
prospectus supplement may also add, update or change information contained in
this prospectus. If the descriptions of a particular series of securities vary
between this prospectus and the prospectus supplement, you should rely on the
information in the prospectus supplement. You should read both this prospectus
and the related prospectus supplement together with additional information
described below under the heading "Where You Can Find More Information."
You should rely only on the information contained or incorporated by
reference in this prospectus or the related prospectus supplement. We have not
authorized anyone to provide you with different or additional information. If
anyone provides you with different or additional information, you should not
rely on it. We are not making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information contained in this prospectus is accurate only as of the date on
the cover page of this prospectus, and that the information contained in
documents incorporated by reference in this prospectus is accurate only as of
the date of those documents. Our business, financial condition, results of
operations and prospects may have changed since those dates.
----------------
Unless otherwise indicated, the terms "we," "us" and "our" refer to Vectren
Utility Holdings, Inc. and, where appropriate, our subsidiary companies.
FORWARD-LOOKING STATEMENTS
Statements contained or incorporated by reference in this prospectus
regarding future events and developments are "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933. Forward-looking
statements are based on management's beliefs as well as assumptions made by, and
information currently available to, management. Because such statements are
based on expectations and not historical facts, actual results may differ
materially from those projected in the particular statements. Important factors
that could cause future results to differ include any listed under "Risk
Factors" in the related prospectus supplement and the following:
o Weather conditions;
o The federal and state regulatory environment, including changes in
rate-setting and cost-recovery policies, environmental regulations,
tax or accounting matters and other laws and regulations to which we
are subject;
o The economic climate, including inflation rates and monetary policies;
o Unusual or unanticipated changes in normal business operations,
including unusual maintenance or repairs;
o Fluctuation in supply, demand, transmission capacity and prices for
energy commodities;
o Customer growth within our service territories and changes in
customers' usage patterns and energy preferences;
o Financial market conditions, including changes in availability of
capital or interest rate fluctuations;
o Our ability to carry out our marketing and sales plans, along with the
ability to realize synergies associated with our merger and investment
strategies; and
o Employee workforce factors, including changes in collective bargaining
unit agreements, strikes or work stoppages.
These and other matters are difficult to predict, and many are beyond our
control, including those we discuss in this prospectus and our filings with the
Securities and Exchange Commission. Accordingly, you should not rely on the
accuracy of predictions contained in forward-looking statements. These
statements speak only as of the date of this prospectus or, in the case of
documents incorporated by reference, the dates of those documents.
VECTREN UTILITY HOLDINGS, INC. AND SUBSIDIARY COMPANIES
Vectren Utility Holdings, Inc. ("Utility Holdings"), an Indiana
corporation, is a wholly owned subsidiary of Vectren Corporation ("Vectren").
Utility Holdings was formed on March 31, 2000 to serve as the intermediate
holding company for Vectren's operating public utilities:
o Indiana Gas Company, Inc. ("Indiana Gas"), formerly a wholly owned
subsidiary of Indiana Energy, Inc. ("Indiana Energy"),
o Southern Indiana Gas and Electric Company ("Southern Indiana Gas"),
formerly a wholly owned subsidiary of SIGCORP, Inc. ("SIGCORP"), and
o the Ohio operations as described below.
Utility Holdings' regulated subsidiary companies serve approximately one
million customers. Indiana Gas provides natural gas and transportation services
to a diversified base of customers in 311 communities in 49 of Indiana's 92
counties. Southern Indiana Gas provides generation, transmission, distribution
and the sale of electric power to Evansville, Indiana, and 74 other communities,
and the distribution and sale of natural gas to Evansville, Indiana, and 64
communities in ten counties in southwestern Indiana. The Ohio operations provide
natural gas distribution, transportation and sale of natural gas to Dayton, Ohio
and 16 counties in west central Ohio.
On October 31, 2000, Vectren acquired the natural gas distribution assets
of The Dayton Power and Light Company ("Dayton Power") for a purchase price of
approximately $465 million. The acquisition added 310,000 gas distribution
customers in 16 counties in west central Ohio. Vectren acquired the natural gas
distribution assets as a tenancy in common through two wholly owned subsidiary
companies. Vectren Energy Delivery of Ohio, Inc. ("Vectren of Ohio") holds a 53
percent undivided ownership interest in the assets, and Indiana Gas holds a 47
percent undivided ownership interest in the assets. Vectren of Ohio operates the
natural gas distribution assets; the operations are referred to in this
prospectus as "the Ohio operations." Utility Holdings established a $435 million
commercial paper program to fund the majority of the acquisition; this facility
was fully utilized at October 31, 2000. In February 2001, Vectren repaid $129.4
million of commercial paper with proceeds from a public offering of its common
stock. Vectren of Ohio's portion of the acquisition was funded with short-term
borrowings from Utility Holdings. Indiana Gas's portion of the acquisition was
funded with a combination of short-term borrowings from Utility Holdings's and
Indiana Gas's commercial paper programs. Over time, it is anticipated that
permanent financing will replace these short-term borrowings.
Vectren is an Indiana corporation that was organized on June 10, 1999,
solely for the purpose of effecting the merger of Indiana Energy and SIGCORP. On
March 31, 2000, the merger of Indiana Energy with SIGCORP and into Vectren was
consummated with a tax-free exchange of shares and has been accounted for as a
pooling of interests. The reorganization of Indiana Gas and Southern Indiana Gas
into subsidiary companies of Utility Holdings has been accounted for as a
combination of entities under common control. These transactions did not affect
the preferred stock and debt securities of Indiana Gas and Southern Indiana Gas.
Utility Holding's principal executive offices are located at 20 N.W. Fourth
Street, Evansville, Indiana 47711 and our telephone number is (812) 491-4000.
If you want to find more information about us, please see the sections
entitled "Where You Can Find More Information" and "Incorporation of Information
We File with the SEC" in this prospectus.
USE OF PROCEEDS
Unless otherwise specified in the applicable prospectus supplement, we will
use the net proceeds from the sale of the debt securities for general corporate
purposes, including reducing short-term debt and financing the continuing
construction program of the operating public utility subsidiary companies.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth our historical ratios of earnings to fixed
charges for the periods indicated. This information has been restated to reflect
the reorganization of Indiana Gas and Southern Indiana Gas into subsidiary
companies of Utility Holdings.
Twelve Months
Ended June 30, Fiscal Year Ended December 31,
-------------- ----------------------------------------------------
2001(1) 2000(2) 1999 1998 1997 1996
2.3x 2.8x 4.0x 3.8x 3.3x 4.1x
(1) Includes eight months of the Ohio operations of the natural gas
business of Dayton Power.
(2) Includes two months of the Ohio operations of the natural gas business
of Dayton Power.
For the purpose of computing these ratios, earnings consist of net income
plus income taxes, investment tax credits and fixed charges. Fixed charges
consist of total interest, amortization of debt discount, premium and expense,
the estimated portion of interest implicit in rentals and preferred stock
dividend of consolidated subsidiary. We restructured the operations of Indiana
Gas in 1997 to reduce costs and remain competitive. The ratio of earnings to
fixed charges for fiscal 1997 excluding the restructuring charge of $39.5
million relating to the restructuring would have been 3.6x. The ratio of
earnings to fixed charges for fiscal 2000 excluding merger-related costs of
$44.1 million would have been 3.2x. In June 2001 we began implementing a
restructuring plan to eliminate administrative and supervisory positions in our
utility operations and corporate office. The ratio of earnings to fixed charges
for the twelve months ended June 30, 2001 excluding merger related costs of
$17.9 million and restructuring-related charges of $10.8 million would have been
2.4x.
DESCRIPTION OF THE DEBT SECURITIES
General
We may issue debt securities from time to time in one or more series. We
will issue the debt securities pursuant to an indenture between us and U.S. Bank
Trust National Association, as trustee. Indiana Gas, Southern Indiana Gas and
Vectren of Ohio (collectively, the "guarantors") will jointly and severally
guarantee the debt securities pursuant to a guarantee in favor of holders of the
debt securities. We have filed the forms of the indenture and the guarantee as
exhibits to the registration statement of which this prospectus is a part,
subject to such amendments or supplements as may be adopted from time to time.
The indenture, as amended or supplemented from time to time in accordance with
its terms, is referred to in this prospectus as the "indenture," and the
guarantee, as amended or supplemented from time to time in accordance with its
terms, is referred to in this prospectus as the "guarantee." The indenture will
be subject to and governed by the Trust Indenture Act of 1939, as amended. The
aggregate principal amount of debt securities which we may issue under the
indenture will be unlimited and the indenture will set forth the specific terms
of any series of debt securities or provide that such terms will be set forth
in, or determined pursuant to, a board resolution authorizing the series and/or
a supplemental indenture, if any, relating to such series.
We describe the debt securities, the indenture and the guarantee below. We
do not claim the summaries are complete. For a more detailed description, you
should read all of the provisions of the indenture and the guarantee. You should
also read the applicable prospectus supplement, including any applicable U.S.
federal income tax considerations and any applicable modifications of or
additions to the general terms described below in the applicable prospectus
supplement.
Terms
The debt securities will be unsecured obligations.
The debt securities will rank equal in right of payment with all of our
other unsecured and unsubordinated indebtedness.
The specific terms of each series of debt securities will be set forth in
the related prospectus supplement, including the following, as applicable:
(1) the title of the series of debt securities;
(2) any limit upon the aggregate principal amount of the securities of the
series that may be authenticated and delivered under the indenture;
(3) the date or dates on which the principal of the debt securities is
payable, and, if applicable, the terms on which the maturity may be
extended and the rights, if any, of the holders to require early
repayment of the securities;
(4) the rate or rates at which the debt securities will bear interest, if
any (whether floating or fixed), the provisions, if any, for
determining the interest rate or rates, the date or dates (or the
method for determining such dates) from which interest will accrue,
the interest payment dates and the regular record dates and the basis
upon which interest, if any, will be calculated if other than that of
a 360-day year of twelve 30-day months;
(5) the place or places where the principal of and premium, if any, and
interest, if any, on the debt securities will be payable, where the
debt securities may be surrendered for registration of transfer or
exchange and where notices to us or demands upon us in respect of the
debt securities and the indenture may be served;
(6) the price or prices at which, the period or periods within which and
the terms and conditions upon which the debt securities may be
redeemed, in whole or in part, at our option, pursuant to a sinking
fund or otherwise;
(7) our obligation, if any, to redeem, purchase or repay the debt
securities, in whole or in part, pursuant to a sinking fund or
otherwise or at the option of a holder of the debt securities, and the
price or prices at which, the period or periods within which and the
terms and conditions upon which we will redeem, purchase or repay the
debt securities;
(8) any deletions from, modifications of or additions to the events of
default provided for in the indenture with respect to the debt
securities, and any deletions from, modifications of or additions to
the covenants or obligations of the issuer provided for in the
indenture;
(9) if less than 100% of the principal amount of the debt securities is
payable on acceleration at any time, a schedule of or the manner of
computing the amounts that are so payable from time to time;
(10) the form of the debt securities, including whether the debt securities
will be issued in whole or in part in the form of one or more global
securities and, in such case, the depository with respect to such
global security or securities and the circumstances under which any
global security may be registered for transfer or exchange or
authenticated and delivered in the name of a person other than the
depository or its nominee;
(11) if other than United States dollars, the currency or currencies in
which payment of the principal of or premium, if any, or interest, if
any, on the debt securities will be payable;
(12) if the principal of or premium, if any, or interest, if any, on the
debt securities is to be payable, at our election or the election of a
holder, in a currency or currencies other than that in which the debt
securities are stated to be payable, the period or periods within
which, and the terms and conditions upon which, the election may be
made;
(13) if the amount of payments of principal of or premium, if any, or
interest, if any, on the debt securities may be determined with
reference to an index based on a currency or currencies other than
that in which the debt securities are stated to be payable, the manner
in which the amounts will be determined;
(14) whether and under what circumstances we will pay any additional
amounts on the debt securities in respect of any tax, assessment or
governmental charge and, if so, whether we will have the option to
redeem the debt securities in lieu of making such payment;
(15) any provision relating to the issuing of the debt securities as
original issue discount securities (including, without limitation, the
issue price of the debt securities, the rate or rates at which the
original issue discount, if any, will accrue and the date or dates
from or to which, or period or periods during which, the original
issue discount will accrue;
(16) if other than denominations of $1,000 and any integral multiple of
$1,000, the denominations in which we will issue the debt securities;
(17) whether defeasance or covenant defeasance will apply to the debt
securities; and
(18) any other terms of the debt securities; provided, that such other
terms do not conflict with any express terms of any other debt
securities which shall be issued and outstanding.
Any series of debt securities may be reopened and additional debt
securities of that series may be issued without the consent of the holders of
that series.
If the applicable prospectus supplement provides, the debt securities may
be issued at a discount below their principal amount and provide that less than
the entire principal amount of the debt securities will be payable upon
declaration of acceleration of the maturity of the debt securities. In such
cases, all material U.S. federal income tax considerations will be described in
the applicable prospectus supplement.
Except as may be set forth in the applicable prospectus supplement, the
debt securities will not contain any provisions that would limit our ability to
incur indebtedness or that would afford holders of debt securities protection in
the event of a highly leveraged transaction involving us or in the event of a
change of control.
Denomination, Interest, Registration and Transfer
We will issue the debt securities of each series only in registered form,
without coupons, in denominations of $1,000, or in such other currencies or
denominations as may be set forth in the indenture or specified in, or pursuant
to, a board resolution authorizing the series and/or a supplemental indenture,
if any, relating to the series of debt securities.
The principal of and premium, if any, and interest, if any, on any series
of debt securities will be payable at the corporate trust office of the trustee.
The address of the trustee will be stated in the applicable prospectus
supplement.
Subject to certain limitations imposed upon debt securities issued in
book-entry form, the debt securities of any series:
- will be exchangeable for any authorized denomination of other debt
securities of the same series and of a like aggregate principal amount
and tenor upon surrender of the debt securities at the trustee's
corporate trust office or at the office of any registrar designated by
us for that purpose; and
- may be surrendered for registration of transfer or exchange at the
corporate trust office of the trustee or at the office of any
registrar designated by us for that purpose.
No service charge will be made for any registration of transfer or
exchange, but we may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection with certain transfers and
exchanges. We may act as registrar and may change any registrar without notice
to the holders of any series of debt securities.
Certain Covenants
The applicable prospectus supplement will describe any material covenants
in respect of a series of debt securities that are not described in this
prospectus. Unless otherwise indicated in the applicable prospectus supplement,
the debt securities will include the covenants described below.
Generally used definitions
The following are terms used in the covenants described below that have
specific meanings in the indenture.
"attributable debt" will mean, with respect to any sale and leaseback
transaction as of any particular time, the present value, discounted at the rate
of interest implicit in the terms of the lease, of the obligations of the lessee
under such lease for net rental payments during the remaining term of the lease,
including any period for which such lease has been extended or may, at our
option, be extended.
"consolidated net tangible assets" will mean our and our subsidiary
companies' total assets appearing on a consolidated balance sheet, less, without
duplication:
(1) current liabilities;
(2) reserves for estimated rate refunds pending the outcome of a rate
proceeding to the extent such refunds have not been finally
determined;
(3) all intangible assets; and
(4) deferred income tax assets.
"funded debt" will mean:
(1) all indebtedness maturing one year or more from the date of the
creation of the indebtedness;
(2) all indebtedness directly or indirectly renewable or extendible,
at the option of the debtor, by its terms or by the terms of any
instrument or agreement relating to the indebtedness, to a date
one year or more from the date of the creation of the
indebtedness; and
(3) all indebtedness under a revolving credit or similar agreement
obligating the lender or lenders to extend credit with a term of
one year or more.
"indebtedness" will mean:
(1) any liability of any person:
(a) for borrowed money;
(b) evidenced by a note, debenture or similar instrument
(including a purchase money obligation) given in connection
with the acquisition of any property or assets (other than
inventory or similar property acquired in the ordinary
course of business), including securities;
(c) for the payment of money relating to a capitalized lease
obligation; or
(d) in respect of acceptances or letters of credit or similar
instruments issued or created for the account of such
person;
(2) any preferred stock of any person that is redeemable other than
at the option of such person;
(3) any guarantee by any person of any liability or preferred stock
of others described in the preceding clauses (1) or (2); and
(4) any amendment, renewal, extension or refunding of any liability
or preferred stock of the types referred to in clauses (1), (2)
or (3) above.
"lien" will mean any mortgage, lien, pledge, charge or other security
interest or encumbrance of any kind.
"principal domestic property" will mean any property, plant, equipment or
facility of ours that is located in the United States or any territory or
political subdivision thereof, except any property that our board of directors
or management determines is not material to our business or operations and the
business or operations of our subsidiary companies, taken as a whole.
"sale and leaseback transaction" will mean a sale or transfer of any of our
principal domestic properties, where we take back a lease of such principal
domestic property.
"significant subsidiary" will mean any of our subsidiary companies,
including any subsidiary company of any of our subsidiary companies, which meets
any of the following conditions:
(1) our and our other subsidiary companies' investments in and
advances to the subsidiary company exceed 10 percent of our and
our subsidiary companies' total assets consolidated as of the end
of any two of the three most recently completed fiscal years;
(2) our and our other subsidiary companies' proportionate share of
the subsidiary companies' total assets exceeds 10 percent of our
and our subsidiary companies' total assets consolidated as of the
end of any two of the three most recently completed fiscal years;
or
(3) our and our other subsidiary companies' equity in the income from
continuing operations before income taxes, extraordinary items
and cumulative effect of a change in accounting principles of the
subsidiary company exceeds 10 percent of our and our subsidiary
companies' consolidated income as of the end of any two of the
three most recently completed fiscal years.
"stated maturity" when used with respect to any security or any installment
of interest on the security will mean the date specified in the security as the
fixed date on which the principal of the security or such installment of
interest is due and payable.
"subsidiary company" will mean:
(1) a corporation a majority of whose capital stock with voting
power, under ordinary circumstances, to elect directors is at the
time, directly or indirectly, owned by us and/or other subsidiary
companies of ours; or
(2) any person other than a corporation in which we and/or other
subsidiary companies of ours, directly or indirectly, at the date
of determination have at least a majority ownership interest;
provided, however, that no corporation will be deemed a subsidiary company until
we or other subsidiary companies of ours acquire more than 50% of the
outstanding voting stock of the corporation and have elected a majority of its
board of directors.
Restrictions on liens
We will not incur, create, assume or otherwise become liable with respect
to any indebtedness secured by a lien, or guarantee any indebtedness with a
guarantee that is secured by a lien, on any principal domestic property or any
shares of stock or indebtedness of any significant subsidiary, without
effectively providing that the debt securities of each series (together with, if
we so determine, any other indebtedness then existing or thereafter created
ranking equally with the debt securities of each series) will be secured equally
and ratably with (or, at our option, prior to) such secured indebtedness, so
long as the secured indebtedness will be so secured; provided, however, that
this covenant will not apply to indebtedness secured by:
(1) liens existing on the date of the indenture;
(2) liens in favor of governmental bodies to secure progress, advance
or other payments;
(3) liens existing on property, shares of stock or indebtedness at
the time of acquisition thereof (including acquisition through
lease, merger or consolidation) or liens to secure the payment of
all or any part of the purchase price thereof or the cost of
construction, installation, renovation, improvement or
development thereon or thereof or to secure any indebtedness
incurred prior to, at the time of, or within 360 days after the
later of the acquisition, completion of such construction,
installation, renovation, improvement or development or the
commencement of full operation of such property or within 360
days after the acquisition of such shares or indebtedness for the
purpose of financing all or any part of the purchase price
thereof;
(4) liens securing indebtedness in an aggregate amount which, at the
time of incurrence and together with all outstanding attributable
debt in respect of sale and leaseback transactions permitted by
clause (2) in the "Restrictions on sales and leasebacks" covenant
described below, does not exceed 10 percent of our and our
subsidiary companies' consolidated net tangible assets;
(5) liens securing indebtedness other than funded debt; and
(6) any extension, renewal or replacement (or successive extensions,
renewals or replacements), in whole or in part, of any lien
referred to in the above clauses (1) through (5) inclusive;
provided that the extension, renewal or replacement of the lien
is limited to all or any part of the same property, shares of
stock or indebtedness that secured the lien extended, renewed or
replaced (plus improvements on the property), and that the
secured indebtedness at the time is not increased.
Restrictions on sales and leasebacks
We will not enter into any sale and leaseback transaction, unless:
(1) the principal domestic property is sold within 360 days from the
date of acquisition of the property or the date of the completion
of construction or commencement of full operations of the
property, whichever is later; or
(2) within 120 days after a sale described in clause (1) above, we
will apply or cause to be applied to the retirement of our funded
debt or the funded debt of any of our subsidiary companies (other
than our funded debt which by its terms or the terms of the
instrument pursuant to which it was issued is subordinate in
right of payment to the debt securities of each series) an amount
not less than the greater of (A) the net proceeds of the sale of
the principal domestic property or (B) the fair value (as
determined in any manner approved by our board of directors) of
the principal domestic property.
The provisions of this covenant will not prevent a sale and leaseback
transaction if:
(1) the lease we entered into in connection with the transaction is
for a period, including renewals, of not more than 36 months; or
(2) we would, at the time of entering into the sale and leaseback
transaction, be entitled, without equally and ratably securing
the debt securities, to create or assume a lien on the principal
domestic property securing indebtedness in an amount at least
equal to the attributable debt in respect of the sale and
leaseback transaction pursuant to clause (4) above in the
"Restrictions on liens" covenant.
Merger, Consolidation or Sale of Assets
We and the guarantors each agree that neither we nor it will consolidate
with or merge with or into any other person or transfer all or substantially all
of our or its respective properties and assets as an entirety to any person,
unless:
(1) either we or the guarantor, as the case may be, will be the
continuing person, or the person (if other than us or the
guarantor) formed by the consolidation or into which we or the
guarantor are merged or to which all or substantially all of our
properties and assets or the properties and assets of the
guarantor as an entirety are transferred is a corporation
organized and existing under the laws of the United States or any
State thereof or the District of Columbia, and such corporation
expressly assumes all of our obligations or the obligations of
the guarantor, as the case may be, under each series of debt
securities or the related guarantees, as applicable, and the
indenture; and
(2) immediately before and immediately after giving effect to such
transaction, no event of default and no event which, after notice
or passage of time or both, would become an event of default
shall have occurred and be continuing.
Notwithstanding the foregoing, any guarantor may consolidate with, merge
with or into or transfer all or part of its properties and assets to us or any
of our other guarantors.
See "--Guarantees" below for a discussion of the termination of the
guarantees.
Defeasance
If it is specified in the applicable prospectus supplement that either or
both of defeasance or covenant defeasance is applicable to the debt securities,
then we may elect to have these options apply to the debt securities upon
satisfaction of certain conditions.
If we are entitled to elect, and we elect, the defeasance option, upon
satisfaction of the conditions described below, we will be deemed to have paid
and discharged the entire indebtedness represented by the debt securities and,
with certain exceptions, to have satisfied our obligations under the debt
securities and the indenture. If we are entitled to, and elect, the covenant
defeasance option, we may omit to comply with, and will have no liability or
obligations with respect to, the covenants relating to merger, consolidation or
sale of assets and restrictions on liens and sales and leasebacks.
The following are the conditions to the applicability of defeasance or
covenant defeasance as the case may be:
(a) We must irrevocably deposit with the trustee funds for the purpose of
making the following payments, (1) in the case of debt securities denominated in
U.S. dollars, (A) an amount of cash, or (B) direct non-callable obligations of,
or guaranteed by, the United States of America, which through the scheduled
payment of principal and interest will provide, within two weeks of the due date
of any payment, money in an amount, or (C) a combination of the above,
sufficient, without reinvestment, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification delivered
to the trustee, to pay and discharge, the principal of, premium, if any, and
each installment of interest on such debt securities on their respective stated
maturities in accordance with the terms of the indenture and of such debt
securities, or (2) in the case of debt securities denominated in currency other
than U.S. dollars, an amount of required currency sufficient to pay and
discharge the principal of, premium, if any, and each installment of interest on
such securities on their respective stated maturities in accordance with the
terms of this indenture and of such securities.
(b) No event of default or event with which notice or lapse of time or both
would become an event of default with respect to such securities shall have
occurred and be continuing on the date of the deposit and, with respect to
defeasance only, at any time during the period ending on the 123rd day after the
date of the deposit.
(c) Defeasance or covenant defeasance shall not cause the trustee for the
debt securities to have a conflicting interest for purposes of the TIA with
respect to any debt securities.
(d) Defeasance or covenant defeasance shall not result in a breach or
violation of, or constitute a default under, the indenture or any other
agreement or instrument.
(e) Such defeasance or covenant defeasance shall not cause any debt
securities then listed on any registered national securities exchange under the
Securities Exchange Act of 1934, as amended, to be delisted.
(f) In the case of a defeasance election, the trustee shall have received
an opinion of counsel stating that (x) we have received from, or there has been
published by, the Internal Revenue Service a ruling, or (y) since the date of
the indenture there has been a change in the applicable federal income tax law,
in either case to the effect that, and based thereon such opinion shall confirm
that, the holders of the debt securities will not recognize gain or loss for
federal income tax purposes as a result of defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such defeasance had not occurred.
(g) In the case of a covenant defeasance election, the trustee shall have
received an opinion of counsel to the effect that the holders of the debt
securities will not recognize income, gain or loss for federal income tax
purposes as a result of a covenant defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such covenant defeasance had not occurred.
(h) The trustee shall have received an officers' certificate or an opinion
of counsel, stating that all conditions precedent provided for in the indenture
have been complied with.
Discharge
Generally, we may be discharged from our obligations under the indenture
when
(1) all outstanding debt securities have been delivered to the
trustee for cancellation; or
(2) debt securities which have not been delivered to the Trustee have
become due and payable, will become due and payable at their
stated maturity within one year or if redeemable at our option,
will be called for redemption within one year and the Company has
deposited sufficient funds with the trustee to discharge the
entire indebtedness with respect to such securities.
Modification and Waiver
We, the guarantors and the trustee may amend or supplement the indenture
with the consent of the holders of a majority in principal amount of the
outstanding debt securities of all series affected thereby (voting as a single
class); provided, however, that such amendment or supplement may not, without
the consent of each holder of the debt securities affected thereby:
(1) reduce the amount of debt securities whose holders must consent
to an amendment, supplement or waiver;
(2) reduce the rate (or change the manner of calculation of the rate)
or change the stated maturity for payment of interest on any debt
security;
(3) reduce the principal of or any premium payable upon the
redemption of or change the stated maturity for payment of the
principal of any debt security;
(4) waive a default in the payment of the principal of or premium, if
any, or interest on any debt security;
(5) make any changes in the amount of debt securities whose holders
may waive a default or event of default, the right of each holder
to receive payments of principal of and premium, if any, and
interest on the debt securities on and after the due dates, or
the amendments, supplements or waivers which may only be effected
with consent of each affected security holder;
(6) make any debt security payable in a currency other than that
stated in the debt security;
(7) impair the holders' right to institute suit to enforce payment in
respect of the debt securities on or after the due date for such
payment; or
(8) release any guarantor from its obligations under any guarantee.
Holders of a majority in principal amount of the outstanding debt
securities of all series affected thereby (voting as a single class) may waive
certain past defaults and may waive compliance by us with any provision of the
indenture relating to such debt securities (subject to the immediately preceding
paragraph); provided, however, that:
(1) without the consent of each holder of debt securities affected
thereby, no waiver may be made of a default in the payment of the
principal of or premium, if any, or interest on any debt
security; and
(2) only the holders of a majority in principal amount of the
outstanding debt securities of a particular series may waive
compliance with a provision of the indenture relating to such
series or the debt securities of such series having applicability
solely to such series.
Events of Default and Notice of Events of Default
The following events are "events of default" with respect to any series of
debt securities issued under the indenture:
(1) failure to pay interest on any debt securities of such series
within 30 days of when due or principal of any debt securities of
such series when due (including any sinking fund installment);
(2) failure to perform any other agreement contained in the debt
securities of such series or the indenture (other than an
agreement relating solely to another series of debt securities)
for 60 days after notice; and
(3) certain events of bankruptcy, insolvency or reorganization with
respect to us or the guarantors.
Additional or different events of default, if any, applicable to the series
of debt securities in respect of which this prospectus is being delivered will
be specified in the applicable prospectus supplement.
The trustee under the indenture will, within 75 days after the occurrence
of any default (the term "default" to include the events specified above without
grace or notice) with respect to any series of debt securities actually known to
it, give to the holders of the debt securities notice of the default; provided,
however, that, except in the case of a default in the payment of principal of or
premium, if any, or interest on any of the debt securities of the series or in
the payment of a sinking fund installment, the trustee for the series will be
protected in withholding notice if it in good faith determines that the
withholding of notice is in the interest of the holders of the debt securities.
We will certify to the trustee quarterly as to whether any default exists.
If an event of default with respect to any series of debt securities, other
than an event of default resulting from bankruptcy, insolvency or
reorganization, shall occur and be continuing, the trustee for the series or the
holders of at least 25% in aggregate principal amount of the debt securities of
the series then outstanding, by notice in writing to us (and to the trustee for
the series if given by the holders of the debt securities of the series), will
be entitled to declare all unpaid principal of, premium, if any, and accrued but
unpaid interest on the debt securities of that series then outstanding to be due
and payable immediately.
If an event of default with respect to any series of debt securities
resulting from certain events of bankruptcy, insolvency or reorganization shall
occur and be continuing, all unpaid principal of, premium, if any, and accrued
but unpaid interest on all debt securities of every series then outstanding will
be due and payable immediately without any declaration or other act on the part
of the trustee for the series or the holders of any debt securities of the
series.
The holders of a majority in principal amount of the outstanding debt
securities of a series may by notice to the trustee rescind an acceleration and
its consequences if (i) all existing events of default, other than the
non-payment of the principal of the debt securities that has become due solely
by the declaration of acceleration, have been cured or waived, (ii) interest on
overdue installments of interest (to the extent lawful), premium, if any, and
overdue principal, that has become due otherwise than by the declaration of
acceleration, has been paid, (iii) the rescission would not conflict with any
judgment or decree of a court of competent jurisdiction and (iv) all payments
due to the trustee have been made.
No holder of the debt securities of any series issued under the indenture
may pursue any remedy under the indenture unless the trustee for the series
shall have failed to act after, among other things, notice of an event of
default and request by holders of at least 25% in principal amount of the
outstanding debt securities of the series as to which the event of default has
occurred and the offer to the trustee for the series of indemnity satisfactory
to it; provided, however, that this provision does not affect the right to sue
for enforcement of any overdue payment on the debt securities.
Guarantees
Indiana Gas, Southern Indiana Gas and Vectren of Ohio will, jointly
and severally, fully and unconditionally guarantee the performance and punctual
payment when due, whether at stated maturity, by acceleration or otherwise, of
all of our obligations under the debt securities of any series and the
provisions of the indenture relating to the series. If we default in payment of
the principal of or interest or any premium on such debt securities, the
guarantors, jointly and severally, will be unconditionally obligated to duly and
punctually make such payments. The liability of the guarantors will be
independent of, and not in consideration of or contingent upon our liability or
the liability of any other party obligated under the debt securities or the
indenture. Further, Utility Holdings may in its sole discretion elect to cause
each subsequent subsidiary of Utility Holdings to fully and unconditionally
guarantee all of the obligations under the debt security; provided however, that
Utility Holdings has agreed to cause any subsequent subsidiary of Utility
Holdings that guarantees other obligations of Utility Holdings to guarantee the
obligations under the debt securities.
With respect to each guarantor, the guarantee will rank equal in right of
payment with all of the guarantor's other unsecured and unsubordinated
indebtedness.
Each guarantor's obligations will be limited to the maximum amount that
(after giving effect to all other contingent and fixed liabilities of such
guarantor and any collections from, or payments made by or on behalf of, any
guarantors) will result in the obligations of such guarantor under the guarantee
not constituting a fraudulent conveyance or fraudulent transfer under federal or
state law.
Except as otherwise specified in the following paragraph, the guarantees
will remain in full force and effect until payment in full of all of the
guaranteed obligations.
Notwithstanding the restrictions on transfer described above in "-- Merger,
Consolidation or Sale of Assets," if we transfer or cause the transfer of all or
substantially all of the voting capital stock or assets of any guarantor to any
person other than one of our other guarantors, whether by merger, consolidation,
sale or other transfer, all of the guarantor's obligations and liabilities under
the guarantee will terminate upon transfer so long as:
(1) the guarantor has fully repaid all of its indebtedness, if any, to us,
(2) Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc., and Moody's Investors Service, Inc., or their
successors, have confirmed that, as a result of the transfer, our long
term credit rating will not fall below BBB- (or its equivalent), in
the case of Standard & Poor's, and Baa3 (or its equivalent), in the
case of Moody's, and
(3) immediately before and immediately after giving effect to such
transaction, no event of default and no event which, after notice or
passage of time or both, would become an event of default shall have
occurred and be continuing.
The prospectus supplement for a particular issue of debt securities will
describe any additional material terms of the guarantees.
The Trustee
The trustee under the indenture will be U.S. Bank Trust National
Association. The indenture will contain certain limitations on the right of the
trustee, as our creditor, to obtain payment of claims in certain cases, or to
realize on certain property received in respect of any such claim as security or
otherwise. The trustee will be permitted to engage in other transactions;
provided, however, that if it acquires any conflicting interest, it must
eliminate such conflict or resign.
The holders of a majority in principal amount of all outstanding debt
securities of a series (or if more than one series is affected thereby, of all
series so affected, voting as a single class) will have the right to direct the
time, method and place of conducting any proceeding for exercising any remedy or
power available to the trustee for such series or all such series so affected.
In case an event of default shall occur (and shall not be cured) under the
provisions of the indenture relating to a series of debt securities and is
actually known to a responsible officer of the trustee for the series, the
trustee will exercise such of the rights and powers vested in it by the
indenture and use the same degree of care and skill in its exercise as a prudent
person would exercise or use under the circumstances in the conduct of his own
affairs. Subject to such provisions, the trustee will not be under any
obligation to exercise any of its rights or powers under the indenture at the
request of any of the holders of debt securities unless they shall have offered
to the trustee reasonable security or indemnity.
Governing Law
The indenture, the debt securities and the guarantees will be governed by
the laws of the State of Indiana.
Global Securities; Book-Entry System
We may issue the debt securities of any series in whole or in part in the
form of one or more global securities to be deposited with, or on behalf of, a
depository (the "depository") identified in the prospectus supplement relating
to such series. Global securities, if any, issued in the United States are
expected to be deposited with The Depository Trust Company ("DTC"), as
depository. Global securities will be issued in fully registered form and may be
issued in either temporary or permanent form. Unless and until it is exchanged
in whole or in part for the individual debt securities represented thereby, a
global security may not be transferred except as a whole by the depository for
the global security to a nominee of the depository or by a nominee of the
depository to the depository or another nominee of the depository or by the
depository or any nominee of the depository to a successor depository or any
nominee of the successor.
The specific terms of the depository arrangement with respect to any series
of debt securities will be described in the prospectus supplement relating to
the series. We expect that unless otherwise indicated in the applicable
prospectus supplement, the following provisions will apply to depository
arrangements.
Upon the issuance of a global security, the depository for the global
security or its nominee will credit on its book-entry registration and transfer
system the respective principal amounts of the individual debt securities
represented by the global security to the accounts of persons that have accounts
with the depository ("participants"). Such accounts will be designated by the
underwriters, dealers or agents with respect to the debt securities or by us if
the debt securities are offered directly by us. Ownership of beneficial
interests in the global security will be limited to participants or persons that
may hold interests through participants.
We expect that, pursuant to procedures established by DTC, ownership of
beneficial interests in any global security with respect to which DTC is the
depository will be shown on, and the transfer of that ownership will be effected
only through, records maintained by DTC or its nominee (with respect to
beneficial interests of participants) and records of participants (with respect
to beneficial interests of persons who hold through participants). Neither we
nor the trustee will have any responsibility or liability for any aspect of the
records of DTC or for maintaining, supervising or reviewing any records of DTC
or any of its participants relating to beneficial ownership interests in the
debt securities. The laws of some states require that certain purchasers of
securities take physical delivery of the securities in definitive form. Such
limits and laws may impair the ability to own, pledge or transfer beneficial
interest in a global security.
So long as the depository for a global security or its nominee is the
registered holder of the global security, the depository or the nominee, as the
case may be, will be considered the sole owner of the debt securities
represented by the global security for all purposes under the indenture. Except
as described below or in the applicable prospectus supplement, owners of
beneficial interest in a global security will not be entitled to have any of the
individual debt securities represented by the global security registered in
their names, will not receive or be entitled to receive physical delivery of any
debt securities in definitive form and will not be considered the owners or
holders of the debt securities under the indenture. Beneficial owners of debt
securities evidenced by a global security will not be considered the owners or
holders of the debt securities under the indenture for any purpose, including
with respect to the giving of any direction, instructions or approvals to the
trustee under the indenture. Accordingly, each person owning a beneficial
interest in a global security with respect to which DTC is the depository must
rely on the procedures of DTC and, if such person is not a participant, on the
procedures of the participant through which such person owns its interests, to
exercise any rights of a holder under the indenture. We understand that, under
existing industry practice, if we request any action of holders or if an owner
of a beneficial interest in a global security desires to give or take any action
which a holder is entitled to give or take under the indenture, DTC would
authorize the participants holding the relevant beneficial interest to give or
take such action, and the participants would authorize beneficial owners through
the participants to give or take such actions or would otherwise act upon the
instructions of beneficial owners holding through them.
Payments of principal of, and any premium and interest on, individual debt
securities represented by a global security registered in the name of a
depository or its nominee will be made to or at the direction of the depository
or its nominee, as the case may be, as the registered owner of the global
security under the indenture. Under the terms of the indenture, we and the
trustee may treat the persons in whose name debt securities, including a global
security, are registered as the owners of the debt securities for the purpose of
receiving payments. Consequently, neither we nor the trustee has or will have
any responsibility or liability for the payment of such amounts to beneficial
owners of debt securities (including principal and interest). We believe,
however, that it is currently the policy of DTC to immediately credit the
accounts of relevant participants with such payments, in amounts proportionate
to their respective holdings of beneficial interests in the relevant global
security as shown on the records of DTC or its nominee. We also expect that
payments by participants to owners of beneficial interests in the global
security held through participants will be governed by standing instructions and
customary practices, as is the case with securities held for the account of
customers in bearer form or registered in street name, and will be the
responsibility of the participants. Redemption notices with respect to any debt
securities represented by a global security will be sent to the depository or
its nominee. If less than all of the debt securities of any series are to be
redeemed, we expect the depository to determine the amount of the interest of
each participant in the debt securities to be redeemed to be determined by lot.
None of us, the trustee, any paying agent or the registrar for the debt
securities will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in the global security for the debt securities or for maintaining any
records with respect to the debt securities.
Neither we nor the trustee will be liable for any delay by the holders of a
global security or the depository in identifying the beneficial owners of debt
securities and we and the trustee may conclusively rely on, and will be
protected in relying on, instructions from the holder of a global security or
the depository for all purposes. The rules applicable to DTC and its
participants are on file with the Securities and Exchange Commission.
If a depository for any debt securities is at any time unwilling, unable or
ineligible to continue as depository and a successor depository is not appointed
by us within 90 days or if an event of default under the indenture occurs and is
continuing, we will issue individual debt securities in exchange for the global
security representing the debt securities. In addition, we may at any time and
in our sole discretion, subject to any limitations described in the prospectus
supplement relating to the debt securities, determine not to have any of the
debt securities represented by one or more global securities and in such event
will issue individual debt securities in exchange for the global security or
securities representing the debt securities. Individual debt securities so
issued will be issued in denominations of $1,000 and integral multiples thereof.
All moneys paid by us to a paying agent or a trustee for the payment of the
principal of or interest on any debt security which remain unclaimed at the end
of two years after such payment has become due and payable will be repaid to us,
and the holder of such debt security thereafter may look only to us for payment
thereof.
PLAN OF DISTRIBUTION
We may sell securities:
o to the public through underwriters,
o to private investors through agents or dealers,
o directly to purchasers.
In connection with the sale of the debt securities, underwriters may
receive compensation from us or from purchasers of the debt securities for whom
they may act as agents in the form of discounts, concessions or commissions.
Underwriters may sell the debt securities to or through dealers, and such
dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agents. Underwriters, dealers and agents that participate
in the distribution of the debt securities may be deemed to be underwriters, and
any discounts or commissions received by them from us and any profit on the
resale of the debt securities by them may be deemed to be underwriting discounts
and commissions under the Securities Act of 1933. Any underwriter, dealer or
agent will be identified, and any such compensation received from us will be
described, in a prospectus supplement or pricing supplement.
If so indicated in the prospectus supplement, we will authorize
underwriters to solicit offers by certain institutions to purchase debt
securities from us pursuant to delayed delivery contracts providing for payment
and delivery on the date stated in the prospectus supplement. Each contract will
be for an amount not less than the amount stated in the prospectus supplement,
and, unless we otherwise agree, the aggregate principal amount of debt
securities sold pursuant to the contracts will not be more than, the amount
stated in the prospectus supplement. Institutions with whom the contracts, when
authorized, may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions, and other institutions, but shall in all cases be subject to our
approval. Delayed delivery contracts will not be subject to any conditions
except that the purchase by an institution of the debt securities covered under
that contract shall not at the time of delivery be prohibited under the laws of
any jurisdiction in the United States to which that institution is subject.
We will indemnify the agents and the underwriters against certain civil
liabilities, including liabilities under the Securities Act of 1933, or
contribute to payments the agents or the underwriters may be required to make.
LEGAL MATTERS
Certain legal matters in connection with the debt securities and the
guarantees will be passed upon for Utility Holdings, Indiana Gas, Southern
Indiana Gas and Vectren of Ohio by Barnes & Thornburg, Indianapolis, Indiana and
for any underwriters, agents and dealers by Sidley Austin Brown & Wood LLP, New
York, New York.
EXPERTS
The audited consolidated financial statements of Utility Holdings, Indiana
Gas and Southern Indiana Gas as of December 31, 2000 and 1999 and for each of
the years in the three year period ended December 31, 2000 incorporated by
reference in this prospectus 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 herein by
reference in reliance upon the authority of said firm as experts in accounting
and auditing in giving said reports.
The audited financial statements of Dayton Power's natural gas retail
distribution business as of December 31, 1999 and for the year then ended
incorporated in this prospectus of Utility Holdings have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
Utility Holdings files annual, quarterly and special reports and other
information with the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended. Our filings are available on the SEC's website
at http://www.sec.gov. You may also read and copy this information at the SEC's
public reference room at 450 Fifth Street, N.W., Room 10024, Washington, D.C.
20549. You can also obtain copies of this information by mail from the public
reference room at prescribed rates. Please call the SEC at (800) 732-0330 for
additional information on the operation of the public reference room.
Utility Holdings and Indiana Gas, Southern Indiana Gas and Vectren of Ohio,
each of which is a wholly owned subsidiary of Utility Holdings, have filed
jointly with the SEC a registration statement on Form S-3 that registers the
securities we are offering. The registration statement, including the attached
exhibits and schedules, contains additional relevant information about us and
the securities offered. The rules and regulations of the SEC allow us to omit
certain information included in the registration statement from this prospectus.
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
The Securities and Exchange Commission allows us to incorporate by
reference the information we file with them, which means
o incorporated documents are considered part of this prospectus;
o we can disclose important information to you by referring you to those
documents; and
o information that we file with the Securities and Exchange Commission
will automatically update and, to the extent inconsistent, supersede
this prospectus and previously incorporated information.
We incorporate by reference the documents listed below which we filed with
the Securities and Exchange Commission under the Securities Exchange Act of
1934:
o Amendment No. 3 to Form 10 of Utility Holdings filed on August 23,
2001;
o Annual report of Indiana Gas on Form 10-K for the year ended December
31, 2000 as amended by Amendment No. 1 thereto (filed on August 29,
2001);
o Annual report of Southern Indiana Gas on Form 10-K for the year ended
December 31, 2000 as amended by Amendment No. 1 thereto (filed on
August 29, 2001);
o Quarterly report of Indiana Gas on Form 10-Q for the quarter ended
March 31, 2001 as amended by Amendment No. 1 thereto (filed on August
29, 2001);
o Quarterly report of Indiana Gas on Form 10-Q for the quarter ended
June 30, 2001;
o Current reports of Indiana Gas on Forms 8-K filed on January 5, 2001,
January 16, 2001 (as amended on August 29, 2001), January 26, 2001,
March 29, 2001, April 2, 2001, April 26, 2001, and July 27, 2001;
o Quarterly report of Southern Indiana Gas on Form 10-Q for the quarter
ended March 31, 2001 as amended by Amendment No. 1 thereto (filed on
August 29, 2001);
o Quarterly report of Southern Indiana Gas on Form 10-Q for the quarter
ended June 30, 2001; and
o Current reports of Southern Indiana Gas on Forms 8-K filed on January
26, 2001, February 21, 2001, March 29, 2001, April 2, 2001, April 26,
2001, and July 27, 2001.
We also incorporate by reference all documents that each of Utility
Holdings, Indiana Gas and Southern Indiana Gas will file with the Securities and
Exchange Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 after the date of this prospectus until this offering is
completed or after the date we initially file the registration statement and
before the registration statement is effective.
You may request a copy of any filings referred to above (excluding
exhibits, unless any such exhibit is specifically incorporated above), at no
cost, by contacting us at the following address: Investor Relations, Vectren
Corporation, 20 N.W. Fourth Street, Evansville, Indiana 47702-0209, telephone
(812) 491-4000.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The aggregate estimated expenses, other than underwriting discounts and
commissions, in connection with the offering pursuant to this registration
statement are currently anticipated to be as follows (all amounts except for the
Securities and Exchange Commission filing fee are estimated):
Registration Fee..............................................$ 87,500
New York Stock Exchange Filing Fee..............................44,300
Blue Sky Fees and Expense.......................................15,000
Printing and Engraving Expenses.................................35,000
Legal Fees and Expenses........................................100,000
Rating Agency Fees..............................................30,000
Accounting Fees and Expenses....................................30,000
Trustee Fees....................................................10,000
Miscellaneous...................................................18,200
--------
Total.........................................................$370,000
========
Item 15. Indemnification of Directors and Officers.
Utility Holdings Indemnification Provisions
Our articles of incorporation provide that we are required to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil or
criminal, administrative, investigative, formal or informal by reason of the
fact that he is or was a director, officer, employee or agent of Utility
Holdings or is or was serving at our request as a director, officer, agent,
employee, partner, trustee or member in another corporation, unincorporated
association, business trust, estate, partnership, trust, joint venture or other
entity against expenses (including attorneys' fees) and judgments, penalties,
fines and amounts paid in settlement if the person (1) acted in good faith, (2)
acted in a manner he reasonably believed (A) with respect to actions in his
official capacity, to be in the best interests of Utility Holdings or (B) with
respect to actions not in the official capacity, was not opposed to the best
interests of Utility Holdings and (3) with respect to any criminal action,
either (A) had reasonable cause to believe his conduct was lawful or (B) had no
reasonable cause to believe his conduct was unlawful.
Further, we must indemnify any such person against expenses if such person
has been successful on the merits or otherwise in the defense of the action.
Unless ordered by court, any indemnification of a person pursuant to the
provisions described in the first paragraph of this section may be made by us
only as authorized in the specific case upon a determination that
indemnification of the person is proper in the circumstances because he met the
applicable indemnification standards. Such determination shall be made (i) by
our board of directors, by a majority vote of a quorum consisting of directors
who are not parties to the action or proceeding or (ii) if a quorum cannot be
obtained, by a majority vote of a committee duly designated by the board (in
which designation directors who are parties may participate) consisting solely
of two or more directors who are not parties to the action or proceeding or
(iii) by written opinion of independent legal counsel (A) selected by the board
in the manner described in (i) or (ii) above or (B) if a quorum cannot be
obtained or a committee cannot be designated, selected by a majority of the full
board in which selection directors who are parties may participate or (iv) by
shareholders who are not parties.
We may advance expenses reasonably incurred in defending any action or
proceeding described above if (i) the person furnishes us with a written
affirmation of a good faith belief that he has met the indemnification standards
and a written undertaking to repay the advance if it is ultimately determined
that he did not meet the indemnification standards and (ii) it is determined
that the facts then known would not preclude indemnification pursuant to the
provision described above.
Our articles provide that the indemnification provisions are not exclusive
of other indemnification rights which a person may have under law, the bylaws, a
resolution of the board or shareholders, or any other authorization or
instrument providing for indemnification. The articles provide that we have the
power to maintain insurance on behalf of the directors, officers and other
persons described above against liabilities whether or not we would otherwise
have the power to indemnify against such liability.
Southern Indiana Gas Indemnification Provisions
The Southern Indiana Gas bylaws provide that Southern Indiana Gas will
indemnify any individual who is or was a director or officer of Southern Indiana
Gas, or served at the request of Southern Indiana Gas in any position or
capacity or on any committee for Southern Indiana Gas or any other corporation,
partnership, association, trust, foundation, not-for-profit corporation,
employee benefit plan or other organization or entity, against all liability and
reasonable expenses, including attorneys fees, incurred by such person in
connection with or resulting from any claim, action, suit, or proceeding in
which either (i) such person is wholly successful on the merits thus entitling
such person to mandatory indemnification or (ii) such person is not wholly
successful but it is nevertheless determined that such person is entitled to
permissive indemnification because such person (a) acted in good faith, (b)
acted in a manner he reasonably believed (1) with respect to actions in his
official capacity, to be in the best interests of Southern Indiana Gas or (2)
with respect to all other actions, was at least not opposed to the best
interests of Southern Indiana Gas and (c) with respect to any criminal action,
either (1) had reasonable cause to believe his conduct was lawful or (2) had no
reasonable cause to believe his conduct was unlawful.
Any indemnification of a person pursuant to the provisions described in
clause (ii) above may be made by Southern Indiana Gas only as authorized in the
specific case upon a determination that indemnification of the person is proper
in the circumstances because he met the applicable indemnification standards.
Upon a proposal by a director of the corporation, who may be a director who is
seeking such indemnification for himself, (i) if a quorum of directors eligible
to decide the matter exists, such directors may either (a) decide the question
themselves, (b) refer the matter to special legal counsel, or (c) decline to
take any action to either decide the question of such indemnification or refer
the matter for decision to special legal counsel; and (ii) if a quorum cannot be
obtained, a majority of the entire board of directors may either (a) refer the
matter to a committee consisting of two or more directors who are not parties to
the action or proceeding, who may either decide the matter themselves or refer
the matter to special legal counsel or (b) decline to take any action to either
refer the matter to a committee or refer the matter to special legal counsel.
Southern Indiana Gas may pay for or reimburse reasonable expenses incurred
by a director or officer in defending any action, suit, or proceeding in advance
of the final disposition thereof upon receipt of (i) a written affirmation of
the director's or officer's good faith belief that such director or officer has
met the standard of conduct prescribed by Indiana law; and (ii) an undertaking
of the director or officer to repay the amount paid by Southern Indiana Gas if
it is ultimately determined that the director or officer is not entitled to
indemnification by Southern Indiana Gas.
The Southern Indiana Gas articles and the Southern Indiana Gas bylaws
provide that the indemnification rights described above are in addition any
other indemnification rights a person may have by law or by contract. Southern
Indiana Gas expects that employment agreements with its executive officers will
require Southern Indiana Gas to indemnify the executive officers in accordance
with its indemnification policies for its senior executives, subject to
applicable law.
Indiana Gas Indemnification Provisions
The articles of incorporation of Indiana Gas provide that Indiana Gas is
required to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil or criminal, administrative, investigative, formal or informal by
reason of the fact that he is or was a director, officer, employee or agent of
Indiana Gas or is or was serving at the request of Indiana Gas as a director,
officer, agent, employee, partner, trustee or member in another corporation,
unincorporated association, business trust, estate, partnership, trust, joint
venture or other entity against expenses (including attorneys' fees) and
judgments, penalties, fines and amounts paid in settlement if the person (1)
acted in good faith, (2) acted in a manner he reasonably believed (A) with
respect to actions in his official capacity, to be in the best interests of
Indiana Gas or (B) with respect to actions not in the official capacity, was not
opposed to the best interests of Indiana Gas and (3) with respect to any
criminal action, either (A) had reasonable cause to believe his conduct was
lawful or (B) had no reasonable cause to believe his conduct was unlawful.
Further, Indiana Gas must indemnify any such person against expenses if
such person has been successful on the merits or otherwise in the defense of the
action.
Unless ordered by a court, any indemnification of a person pursuant to the
provisions described in the first paragraph of this section may be made by
Indiana Gas only as authorized in the specific case upon a determination that
indemnification of the person is proper in the circumstances because he met the
application indemnification standards. Such determination shall be made (i) by
the board of directors, by a majority vote of a quorum consisting of directors
who are not parties to the action or proceeding or (ii) if a quorum cannot be
obtained, by a majority vote of a committee duly designated by the board (in
which designation directors who are parties may participate) consisting solely
of two or more directors who are not parties to the action or proceeding or
(iii) by written opinion of independent legal counsel (A) selected by the board
in the manner described in (i) or (ii) above or (B) if a quorum cannot be
obtained or a committee cannot be designated, selected by a majority of the full
board in which selection directors who are parties may participate or (iv) by
shareholders who are not parties.
Indiana Gas may advance expenses reasonably incurred in defending any
action or proceeding described above if (i) the person furnishes Indiana Gas
with a written affirmation of a good faith belief that he has met the
indemnification standards and a written undertaking to repay the advance if it
is ultimately determined that he did not meet the indemnification standards and
(ii) it is determined that the facts then known would not preclude
indemnification pursuant to the provision described above.
The articles provide that the indemnification provisions are not exclusive
of other indemnification rights which a person may have under law, the
regulations and bylaws, a resolution of the board or shareholders, or any other
authorization or instrument providing for indemnification. The articles provide
that Indiana Gas has the power to maintain insurance on behalf of the directors,
officers and other persons described above against liabilities whether or not
Indiana Gas would otherwise have the power to indemnify against such liability.
Indiana Business Corporation Law Provision
Section 23-1-37 et seq. of the Indiana Business Corporation Law ("IBCL")
provides for "mandatory indemnification," unless limited by the articles, by a
corporation against reasonable expenses incurred by a director who is wholly
successful, on the merits or otherwise, in the defense of any proceeding to
which the director was a party by reason of the director being or having been a
director of the corporation. Section 23-1-37-10 of the IBCL states that a
corporation may, in advance of the final disposition of a proceeding, reimburse
reasonable expenses incurred by a director who is a party to a proceeding if the
director furnishes the corporation with a written affirmation of the director's
good faith belief that the director acted in good faith and reasonably believed
the actions were in the best interest of the corporation if the proceeding is a
civil proceeding. If the proceeding is criminal, the director must furnish a
written affirmation that the director had reasonable cause to believe he or she
was acting lawfully or the director or officer had no reason to believe the
action was unlawful. The director will repay the advance if it is ultimately
determined that such director did not meet the standard of conduct required by
the IBCL and that those making the decision to reimburse the director determine
that the facts then known would not preclude indemnification under the IBCL.
The IBCL permits a corporation to grant indemnification rights in addition
to those provided by statute, limited only by the fiduciary duties of the
directors approving the indemnification and public policies of the State of
Indiana.
Vectren of Ohio Indemnification Provisions
The code of regulations of Vectren of Ohio provide that Vectren of Ohio is
required to indemnify any person who is a party, or is threatened to be made a
party, to any civil, criminal, administrative, or investigative action, other
than an action by or in the right of the corporation, by reason of the fact that
he is or was a director, officer, employee, or agent of the corporation, or is
or was serving at the request of the corporation as a director, trustee,
officer, employee, or agent of another corporation, domestic or foreign,
nonprofit or for profit, partnership, joint venture, trust, or other enterprise,
against expenses, including attorney's fees, judgments, decrees, fines,
penalties, and amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding, if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action, or
proceeding, he had no reasonable cause to believe that his conduct was unlawful.
In case any such person is a party or is threatened to be made a party to
any threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor, further, Vectren of Ohio is
required to indemnify these persons against expenses, including attorney's fees,
actually and reasonably incurred by him in connection with the defense or
settlement of an action or suit referenced above if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation, except that no indemnification shall be made in respect of
any of the following: (i) any claim, issue, or matter as to which such person is
adjudged to be liable for negligence or misconduct in the performance of his
duty to the corporation unless and only to the extent that the court of common
pleas, or the court in which such action or suit was brought determines upon
application that, despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court of common pleas or such other court
shall deem proper; or (ii) any action or suit in which the only liability
asserted against a director is pursuant to Section 1701.95 of the Ohio Revised
Code.
To the extent that any such person has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to above,
Vectren of Ohio must indemnify him against expenses, including attorney's fees,
actually and reasonably incurred by him in connection with the action, suit or
proceeding.
Indemnification, unless ordered by a court, shall be made by Vectren of
Ohio only as authorized in the specific case upon a determination that
indemnification of the person is proper in the circumstances because he has met
the applicable standard of conduct set forth above. The determination shall be
made as follows: (i) by a majority vote of a quorum consisting of directors of
the corporation who were not and are not parties to or threatened with any such
action, suit, or proceeding, (ii) if this quorum is not obtainable or if a
majority vote of a quorum of disinterested directors so directs, in a written
opinion by independent legal counsel other than an attorney, or a firm having
associated with it an attorney, who has been retained by or who has performed
services for the corporation, or any person to be indemnified within the past
five years, (iii) by the shareholders, or (iv) by the court of common pleas or
the court in which such action, suit, or proceeding has brought. Any
determination made by the disinterested directors or by independent legal
counsel must be promptly communicated to the person who threatened or brought
the action or suit, by or in the right of the corporation, and within ten days
after the receipt of the notification, such person shall have the right to
petition the court of common pleas or the court in which such action or suit was
brought to review the reasonableness of such determination.
Unless the only liability asserted against a director in an action, suit,
or proceeding is pursuant to Section 1701.95 of the Ohio Revised Code, expenses,
including attorney's fees, incurred by a director in defending the action, suit,
or proceeding, shall be paid by the corporation as they are incurred, in advance
of the final disposition of the action, suit, or proceeding upon receipt of an
undertaking by or on behalf of the director in which he agrees to do both of the
following: (A) repay such amount if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his action or failure to act
involved an act or omission undertaken with deliberate intent to cause injury to
the corporation or undertaken with reckless disregard for the best interests of
the corporation; and (B) reasonably cooperate with the corporation concerning
the action, suit, or proceeding.
Expenses, including attorney's fees, incurred by a director, trustee,
officer, employee or agent in defending any action, suit or proceeding referred
to above may be paid by the corporation as they are incurred in advance of the
final disposition of the action, suit or proceeding as authorized by the
directors in the specific case upon the receipt of an undertaking by or on
behalf of the director, trustee, officer, employee, or agent to repay such
amount, if it ultimately is determined that he is not entitled to be indemnified
by the corporation.
Expenses, including attorneys' fees, amounts paid in settlement, and
(except in the case of an action by or in the right of the corporation)
judgments, decrees, fines and penalties, incurred in connection with any
potential, threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative by any person by reason of the
fact that he is or was a director, officer, employee or agent of the corporation
or is or was serving at the request of the corporation as a director, trustee,
officer, employee, or agent of another corporation, domestic or foreign,
nonprofit or profit, partnership, joint venture, trust or other enterprise, may
be paid or reimbursed by the corporation, as authorized by the board of
directors upon a determination that such payment or reimbursement is the best
interests of the corporation; provided, however, that unless all directors are
interested, the interested directors shall not participate and a quorum shall be
one-third of the disinterested directors.
The indemnification authorized by the code of regulations is not exclusive
of, and shall be in addition to, any other rights granted to those seeking
indemnification under the corporation's Articles of Incorporation or the code of
regulations or any agreement, vote of shareholders or disinterested directors,
or otherwise, both as to action in an official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, trustee, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such person.
Vectren of Ohio may purchase and maintain insurance or furnish similar
protection, including but not limited to trust funds, letters of credit or
self-insurance, on behalf of or for any person who is or was a director,
officer, employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, trustee, officer, employee, or agent
of another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust or other enterprise, against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the corporation would have indemnified him
against such liability under the provisions described herein. Insurance may be
purchased from or maintained with a person in which the corporation has a
financial interest.
Ohio Revised Code Provisions
Section 1701.13(E) of the Ohio Revised Code gives a corporation
incorporated under the laws of Ohio power to indemnify any person who is or has
been a director, officer, agent or employee of that corporation, or of another
corporation, domestic or foreign, non-profit or for profit, limited liability
company or a partnership, joint venture or other enterprise, at the request of
that corporation, against expenses actually and reasonably incurred by him in
connection with any pending, threatened or completed action, suit or proceeding,
criminal or civil, to which he was, is or may be made a party because of being
or having been such director, officer or employee, provided, in connection
therewith, that such person is determined to have acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation, that, in the case of an action or suit by or in the right of
the corporation, (i) no negligence or misconduct shall have been adjudged unless
a court determines that such person is fairly and reasonably entitled to
indemnity, and (ii) the action or suit is not one in which the only liability
asserted against a director is pursuant to Section 1701.95 of the Ohio Revised
Code, which relates to unlawful loans, dividends and distributions of assets,
and that, in the case of a criminal matter, such person is determined to have
had no reasonable cause to believe that his conduct was unlawful. Section
1701.13(E) further provides that to the extent that such person has been
successful on the merits or otherwise in defense of any such action, suit, or
proceeding, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection therewith. Section 1701.13(E) further provides
that unless a corporation has specifically elected to the contrary in its
articles of incorporation or code of regulations and unless the only liability
asserted against a director is pursuant to Section 1701.95, expenses incurred by
a director in defending such an action, suit or proceeding shall be paid by the
corporation as they are incurred in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking (i) to repay such
amounts if it is proved by clear and convincing evidence in a court of competent
jurisdiction that such director acted, or failed to act, with deliberate intent
to cause injury to the corporation or with reckless disregard for the best
interests of the corporation and (ii) reasonably to cooperate with the
corporation concerning said action, suit or proceeding. Section 1701.13(E) also
provides that the indemnification thereby permitted shall not be exclusive of
any other rights that directors, officers or employees may have, including
rights under insurance purchased by the corporation.
Item 16. Exhibits.
Exhibit No. Description
** 1.1 Form of Underwriting Agreement
2.1 Agreement and Plan of Merger dated June 11, 1999,
among Indiana Energy, Inc., SIGCORP, Inc. and
Vectren Corporation (incorporated by reference to
Exhibit 2 to the Current Report on Form 8-K of
Indiana Energy, Inc. (Commission file number
1-9091) filed June 15, 1999).
2.2 Amendment No. 1, dated December 14, 1999 to
Agreement and Plan of Merger (set forth in 2.1,
above) (incorporated by reference to Exhibit 2 of
Indiana Energy, Inc.'s (Commission file No.
1-9091) Current Report on Form 8-K dated December
16, 1999, and filed as of December 16, 1999).
2.3 Asset Purchase Agreement dated December 14, 1999
between Indiana Energy, Inc. and Dayton Power and
Light Co., Inc. and Number-3 CHK, Inc. with a
commitment letter for a 364-Day Credit Facility
dated December 16, 1999 (Incorporated by reference
to Exhibits 2 and 99.1 of Indiana Energy, Inc.'s
(Commission file No. 1-9091) Current Report on
Form 8-K filed December 28, 1999).
* 4.1 Revised Form of Indenture.
*** 5.1 Opinion of Barnes & Thornburg.
*** 12.1 Statement Re: Computation of Ratios.
*** 23.1 Consent of Barnes & Thornburg (included in Exhibit
5.1).
* 23.2 Consent of Arthur Andersen LLP re: Utility
Holdings.
* 23.3 Consent of Arthur Andersen LLP re: Indiana Gas.
* 23.4 Consent of Arthur Andersen LLP re: Southern
Indiana Gas.
* 23.5 Consent of PricewaterhouseCoopers LLP.
*** 25.1 Form T-1 Statement of Eligibility.
-----------------
* Filed herewith.
** To be filed by amendment or an exhibit to a current report on
Form 8-K.
*** Previously filed.
Item 17. Undertakings.
Each of the undersigned Registrants hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act"); (ii) to reflect in the
prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and (iii) to
include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
Provided, however, that (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by
such clauses is contained in periodic reports filed with or furnished
to the Securities and Exchange Commission by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") that are incorporated by reference to the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each post-effective amendment shall be deemed 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4) That, for purposes of determining any liability under
the Securities Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this 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.
(5) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described under Item 15 above, 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
Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
(6) That, for purposes of determining any liability under
the Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(7) That, for the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment that
contains a form of prospectus 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Vectren Utility
Holdings, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Evansville, State of Indiana, on
October 9, 2001.
VECTREN UTILITY HOLDINGS, INC.
By: * /s/ Andrew E. Goebel
-----------------------------------
Andrew E. Goebel, President
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.
Signature Title Date
--------- ----- ----
(1) Principal Executive Officer
* /s/ Niel C. Ellerbrook Chairman and Chief October 9, 2001
--------------------------------- Executive Officer
Niel C. Ellerbrook
(2) Principal Financial Officer
* /s/ Jerome A. Benkert, Jr. Executive Vice President October 9, 2001
--------------------------------- and Chief Financial
Jerome A. Benkert, Jr. Officer
(3) Principal Accounting Officer
* /s/ M. Susan Hardwick Vice President and October 9, 2001
--------------------------------- Controller
M. Susan Hardwick
(4) A Majority of the Board
of Directors
* /s/ Niel C. Ellerbrook Director October 9, 2001
---------------------------------
Niel C. Ellerbrook
* /s/ Andrew E. Goebel Director October 9, 2001
---------------------------------
Andrew E. Goebel
* /s/ Jerome A. Benkert, Jr. Director October 9, 2001
---------------------------------
Jerome A. Benkert, Jr.
/s/ Ronald E. Christian Director October 9, 2001
---------------------------------
Ronald E. Christian
*By: /s/ Ronald E. Christian
-------------------------------------
Ronald E. Christian, attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Southern
Indiana Gas and Electric Company certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Evansville, State of
Indiana, on October 9, 2001.
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
By: * /s/ Andrew E. Goebel
--------------------------------------
Andrew E. Goebel, President
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.
Signature Title Date
--------- ----- ----
(1) Principal Executive Officer
* /s/ Niel C. Ellerbrook Chairman and Chief October 9, 2001
--------------------------------- Executive Officer
Niel C. Ellerbrook
(2) Principal Financial Officer
* /s/ Jerome A. Benkert, Jr. Executive Vice President October 9, 2001
--------------------------------- and Chief Financial
Jerome A. Benkert, Jr. Officer
(3) Principal Accounting Officer
* /s/ M. Susan Hardwick Vice President and October 9, 2001
--------------------------------- Controller
M. Susan Hardwick
(4) A Majority of the Board
of Directors
* /s/ Jerome A. Benkert, Jr. Director October 9, 2001
---------------------------------
Jerome A. Benkert, Jr.
/s/ Ronald E. Christian Director October 9, 2001
---------------------------------
Ronald E. Christian
* /s/ William S. Doty Director October 9, 2001
---------------------------------
William S. Doty
* /s/ Niel C. Ellerbrook Director October 9, 2001
---------------------------------
Niel C. Ellerbrook
* /s/ Andrew E. Goebel Director October 9, 2001
---------------------------------
Andrew E. Goebel
* /s/ M. Susan Hardwick Director October 9, 2001
---------------------------------
M. Susan Hardwick
*By: /s/ Ronald E. Christian
-------------------------------------
Ronald E. Christian, attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Indiana Gas
Company, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Evansville, State of Indiana, on
October 9, 2001.
INDIANA GAS COMPANY, INC.
By: * /s/ Andrew E. Goebel
----------------------------------
Andrew E. Goebel, President
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.
Signature Title Date
--------- ----- ----
(1) Principal Executive Officer
* /s/ Niel C. Ellerbrook Chairman and Chief October 9, 2001
--------------------------------- Executive Officer
Niel C. Ellerbrook
(2) Principal Financial Officer
* /s/ Jerome A. Benkert, Jr. Executive Vice President October 9, 2001
--------------------------------- and Chief Financial
Jerome A. Benkert, Jr. Officer
(3) Principal Accounting Officer
* /s/ M. Susan Hardwick Vice President and October 9, 2001
--------------------------------- Controller
M. Susan Hardwick
(4) A Majority of the Board
of Directors
* /s/ Jerome A. Benkert, Jr. Director October 9, 2001
---------------------------------
Jerome A. Benkert, Jr.
/s/ Ronald E. Christian Director October 9, 2001
---------------------------------
Ronald E. Christian
* /s/ Niel C. Ellerbrook Director October 9, 2001
---------------------------------
Niel C. Ellerbrook
* /s/ Andrew E. Goebel Director October 9, 2001
---------------------------------
Andrew E. Goebel
*By: /s/ Ronald E. Christian
-------------------------------------
Ronald E. Christian, attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Vectren Energy
Delivery of Ohio certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Evansville, State of Indiana, on
October 9, 2001.
VECTREN ENERGY DELIVERY OF OHIO, INC.
By: * /s/ Douglas L. Petitt
-----------------------------------
Douglas L. Petitt, President
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.
Signature Title Date
--------- ----- ----
(1) Principal Executive Officer
* /s/ Niel C. Ellerbrook Chairman and Chief October 9, 2001
--------------------------------- Executive Officer
Niel C. Ellerbrook
(2) Principal Financial Officer
* /s/ Jerome A. Benkert, Jr. Executive Vice President October 9, 2001
--------------------------------- and Chief Financial
Jerome A. Benkert, Jr. Officer
(3) Principal Accounting Officer
* /s/ M. Susan Hardwick Vice President and October 9, 2001
--------------------------------- Controller
M. Susan Hardwick
(4) A Majority of the Board
of Directors
* /s/ Jerome A. Benkert, Jr. Director October 9, 2001
---------------------------------
Jerome A. Benkert, Jr.
/s/ Ronald E. Christian Director October 9, 2001
---------------------------------
Ronald E. Christian
* /s/ Niel C. Ellerbrook Director October 9, 2001
---------------------------------
Niel C. Ellerbrook
* /s/ Andrew E. Goebel Director October 9, 2001
---------------------------------
Andrew E. Goebel
*By: /s/ Ronald E. Christian
-------------------------------------
Ronald E. Christian, attorney-in-fact