Registration No: 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
INDIANA ENERGY, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-1654378
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1630 North Meridian Street
Indianapolis, Indiana 46202
(Address of Principal Executive Offices) (Zip Code)
INDIANA GAS COMPANY, INC. RETIREMENT SAVINGS PLAN
(Full title of the plan)
LAWRENCE A. FERGER, President and Chief Executive Officer
INDIANA ENERGY, INC.
1630 North Meridian Street, Indianapolis, Indiana 46202
(Name and address of agent for service)
317-926-3351
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Offering Aggregate Amount Of
Type of securities Amount to be Price Per Offering Registration
to be registered Registered Share (1) Price (1) Fee
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Common Stock, 1,000,000 $19.25 $19,250,000 $6,637.94
without par value shares (2)(3)
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<FN>
(1) Estimated solely for the purpose of calculating the registration
fee and based on average of the high and low sales prices per
share of Common Stock of Indiana Energy, Inc. on October 7, 1994,
pursuant to Rule 457(c)
(2) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate
amount of interest to be offered or sold pursuant to the employee
benefit plan described herein.
(3) Any additional shares of Common Stock to be issued as a result of
stock dividends, stock splits, or similar transactions shall be
covered by this Registration Statement as provided in Rule 416.
PART I
INFORMATION REQUIRED IN THE
SECTION 10(A) PROSPECTUS
The document(s) containing information specified by part I
of this Form S-8 Registration Statement (the "Registration
Statement") will be sent or given to participants in the Indiana
Gas Company, Inc. Retirement Savings Plan (the "Plan") as
specified in Rule 428(b)(1) promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "1933 Act"). Such document(s) are not
being filed with the Commission but constitute (along with the
documents incorporated by reference into the Registration
Statement pursuant to Item 3 of part II hereof), a prospectus
that meets the requirements of Section 10(a) of the 1933 Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and
Exchange Commission (the "Commission") by Indiana Energy, Inc.
(the "Company") or the Plan* pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") are incorporated by reference in
this Registration Statement.
(a) Annual Report on Form 10-K of the Company for
the year ended September 30, 1993.
(b) Annual Report on Form 11-K of the Indiana Gas
Company, Inc. Retirement Savings Plan for the year ended
December 31, 1993.
(c) Annual Report on Form 11-K of the Indiana Gas
Company, Inc. Retirement Savings Plan for Bargaining Unit
Employees for the year ended December 31, 1993.
(d) Quarterly Reports of the Company on Forms 10-Q for
the quarters ended December 31, 1993, March 31, 1994 and
June 30, 1994.
(e) The Company's definitive proxy statement,
dated December 3, 1993, filed pursuant to Section 14 of
the Exchange Act, in connection with the annual meeting
of its shareholders held January 10, 1994.
(f) The description of the Common Stock contained
in Item 4 of the Company's Registration Statement on
Form 8-B dated February 28, 1986, and all amendments or
reports filed for the purpose of updating such
description.
(g) The description of the Company's Rights To
Purchase Common Stock contained in the Company's Amendment
on Form 8 filed on April 16, 1990 to the Form 8-A
Registration Statement filed on August 4, 1986.
___________________
* The Indiana Gas Company, Inc. Retirement Savings Plan for
Bargaining Unit Employees was merged into the Plan effective
October 1, 1994. The merger did not involve any change in
participant account balances or the benefits with respect to
either of the plans.
(g) All reports and other documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all
securities offered hereby have been sold or which
deregisters all securities then remaining unsold, as of
the date of filing such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Howard J. Cofield, a partner at Barnes & Thornburg, is a
director of the Company.
Item 6. Indemnification of Directors and Officers.
The following discussion of the indemnification provisions
of the Indiana Business Corporation Law (Indiana Code Section
23-1-37) (the "BCL"), which applies to the Company, is a summary,
is not meant to be complete, and is qualified in its entirety by
reference to the BCL.
The BCL authorizes a corporation to indemnify its directors,
officers, employees and agents against expenses in certain
proceedings provided such person (i) acted in good faith, (ii)
reasonably believed if acting in an official capacity, that his
conduct was in the best interest of the corporation, or in all
other cases, that his conduct was at least not opposed to the
corporation's best interest, and (iii) in the case of criminal
proceedings the individual had reasonable cause to believe that
his conduct was lawful, or had no reasonable cause to believe
that his conduct was unlawful. The BCL provides further that a
corporation shall indemnify its directors, officers, employees,
and agents who are wholly successful, on the merits or otherwise,
against expenses in the defense of such proceedings. The BCL
provides, however, that this indemnification should not be deemed
exclusive of any other indemnification rights provided by the
Articles of Incorporation, By-Laws, resolution or other
authorizations adopted by a majority vote of the voting shares
then issued and outstanding.
Under the same statute, an Indiana corporation may purchase
and maintain insurance on behalf of any person who is or was a
director, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another 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 the power to indemnify him against such liability
under the provisions of the BCL.
Section 8.08, Clause (b) of Article 8 of the Amended and
Restated Articles of Incorporation, as amended, of the Company
provides as follows:
Clause (b). Indemnification of Corporate Persons and
Related Matters. The following provisions apply to the
indemnification by the Corporation of Corporate Persons and
matters related thereto:
(i) Indemnification Standards. The Corporation shall
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 or investigative, formal or informal (an
"Action"), by reason of the fact that he is or was a
Corporate Person of the Corporation or is or was serving at
the request of the Corporation as a Corporate Person,
partner, trustee or member or in another authorized
capacity (collectively, an "Authorized Capacity") of or for
another Legal Entity, whether or not organized or formed
for profit (collectively, "Another Entity"), against
expenses (including attorneys' fees) ("Expenses") and
judgments, penalties, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with
such Action, if such person (1) acted in good faith, (2)
acted in a manner he reasonably believed (A) with respect
to actions as a Corporate Person of the Corporation, to be
in the best interests of the Corporation, or (B) with
respect to actions in an Authorized Capacity of or for
Another Entity, was not opposed to the best interests of
the Corporation, 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. The termination of any
Action by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of
itself, be determinative that the person did not meet the
standards for indemnification set forth in this Clause
(b)(i) (the "Indemnification Standards").
(ii) Indemnification in Successfully Defended Actions.
To the extent that a person who is or was a Corporate
Person of the Corporation, or is or was serving at the
request of the Corporation in an Authorized Capacity of or
for Another Entity, has been successful on the merits or
otherwise in the defense of any Action referred to in
Clause (b)(i) above, or in the defense of any claim, issue
or matter in any such Action, the Corporation shall
indemnify him against Expenses actually and reasonably
incurred by him in connection therewith.
(iii) Indemnification Procedure. Unless ordered by a
court, any indemnification of any person under Clause
(b)(i) above shall be made by the Corporation only as
authorized in the specific case upon a determination that
indemnification of such person is proper in the
circumstances because he met the Indemnification Standards.
Such determination shall be made (1) by the Board, by a
majority vote of a quorum consisting of Directors who are
not at the time parties to the Action involved ("Parties");
or (2) if a quorum cannot be obtained under Subparagraph
(1), 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 at the time Parties; or (3) by
written opinion of independent legal counsel (A) selected
by the Board or Committee in the manner prescribed in
Subparagraphs (1) or (2), respectively, or (B) if a quorum
cannot be obtained and a Committee cannot be designated
under Subparagraphs (1) and (2), respectively, selected by
a majority of the full Board, in which selection Directors
who are Parties may participate; or (4) by the Shareholders
who are not at the time Parties, voting together as a
single class.
(iv) Advances for Expenses. Expenses reasonably
incurred in defending an Action by any person who may be
entitled to indemnification under Clause (b)(i) above may
be paid by the Corporation in advance of the final
disposition of such Action if (1) such person furnishes the
Corporation with (A) a written affirmation of his good
faith belief that he has met, and (B) a written
undertaking, executed personally or on his behalf, to repay
the advance (an "Undertaking") if it is ultimately
determined that he did not meet, the Indemnification
Standards; and (2) a determination is made, under the
procedure set forth in Clause (b)(iii) above, that the
facts then known to those making the determination would
not preclude indemnification under Clause (b)(i) above. An
Undertaking must be an unlimited general obligation of the
person making it, but need not be secured and may be
accepted by the Corporation without further reference to
such person's financial ability to make repayment.
(v) Rights Not Exclusive. The indemnification
provided in these Articles (1) shall not be deemed
exclusive of any other rights to which a person seeking
indemnification may be entitled under (A) any law, (B) the
By-Laws, (C) any resolution of the Board or of the
Shareholders, (D) any other authorization, whenever
adopted, after notice, by a majority vote of all Shares
entitled to vote on General Voting Matters, or (E) the
articles of incorporation, code of by-laws or other
governing documents or any resolution of or other
authorization by the directors, shareholders, partners,
trustees, members, owners or governing body, of Another
Entity; (2) shall inure to the benefit of the heirs,
executors and administrators of such person; and (3) shall
continue as to any such person who has ceased to be a
Corporate Person of the Corporation or to be serving in an
Authorized Capacity for Another Entity.
(vi) Insurance. The Corporation shall have power to
purchase and maintain insurance on behalf of any person who
is or was a Corporate Person of the Corporation, or is or
was serving at the request of the Corporation in an
Authorized Capacity of or for Another Entity, against any
liability asserted against and incurred by him in any such
capacity, or arising out of his status as such, whether or
not the Corporation would have the power to indemnify him
against such liability under the provisions of this Clause
(b).
(vii) Definition of Corporation. For the purposes of
this Clause (b), references to "the Corporation" include
any constituent corporation absorbed in a consolidation or
merger (a "Constituent") as well as the resulting or
surviving corporation (the "Survivor"), such that any
person who is or was a Corporate Person of such a
Constituent, or is or was serving at the request of such
Constituent in an Authorized Capacity of or for Another
Entity, shall stand in the same position under the
provisions of this Clause (b) with respect to the Survivor
as he would if he had served the Survivor, or at his
request, in the same capacity.
The Company maintains directors' and officers' liability
insurance with an annual aggregate limit of $35,000,000 for the
current policy period, subject to a $200,000 deductible at the
corporate level, for each wrongful act where corporate
reimbursement is available to any director or officer. When
corporate reimbursement is not available as prescribed by
applicable common law, statutory law or the Company's governing
documents, the insurer will reimburse the directors and officers
with no deductible with respect to losses sustained by them for
specified wrongful acts while acting in their capacities,
individually or collectively, as such directors or officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
EXHIBIT INDEX
Exhibit 3-A Amended and Restated Articles of Incorporation,
as amended, of Indiana Energy, Inc. (the
"Company") (incorporated by reference from
Exhibit 3-A to the Company's Annual Report on
Form 10-K for the year ended September 30,
1993).
Exhibit 3-B Code of By-Laws, as amended, of the Company
(incorporated by reference from Exhibit 3-B to
the Company's Annual Report on Form 10-K for the
year ended September 30, 1993).
Exhibit 4-A Specimen of the Company's Common Stock
certificate (incorporated by reference to
Exhibit 4(c) to the Company's Registration
Statement on Form S-3 (Registration No. 33-
61976) filed May 3, 1993).
Exhibit 4-B Right Agreement between Indiana Energy, Inc. and
Continental Illinois National Bank and Trust
Company of Chicago, as Rights Agent (succeeded
by First Chicago Trust Company of New York),
dated July 30, 1986 and amended and restated as
of December 8, 1989 (incorporated by reference
from Exhibit 1 to the Company's Amendment on
Form 8 to Form 8-A Registration Statement filed
April 16, 1990).
*Exhibit 5 Opinion of Barnes & Thornburg with respect to
the legality of the securities registered
hereunder.**
*Exhibit 23-A Consent of Arthur Andersen LLP
Exhibit 23-B Consent of Barnes & Thornburg (included in
opinion of counsel filed as Exhibit 5)
*Exhibit 24 Powers of Attorney executed by directors and
officers on whose behalf this registration
statement was signed.
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<FN>
* Filed Herewith.
** The Registrant undertakes that Registrant has submitted or will submit
the Plan and all amendments thereto to the Internal Revenue Service
("IRS") and has made all changes required by the IRS in order to qualify
the Plan.
Item 9. Undertakings.
(a) The undersigned registrant 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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date hereof (or the most recent
post-effective amendment hereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in this registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this registration statement or any material change to
such information in this registration statement;
provided, however, that the undertakings set forth in paragraphs
(i) and (ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(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.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned thereunto duly authorized, in
the City of Indianapolis, State of Indiana, on October 11, 1994.
INDIANA ENERGY, INC.
By: /s/ Lawrence A. Ferger
--------------------------------
Lawrence A. Ferger, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated.
Signature Title Date
(1) Principal Executive Officer
/s/ Lawrence A. Ferger
--------------------------------- President and Chief October 11, 1994
Lawrence A. Ferger Executive Officer
(2) Principal Financial Officer
/s/Niel C. Ellerbrook
-------------------------------- Vice President and October 11, 1994
Niel C. Ellerbrook Treasurer and Chief
Financial Officer
(3) Principal Accounting Officer
/s/ Jerome A. Benkert Jr.
-------------------------------- Controller October 11, 1994
Jerome A. Benkert Jr.
(4) A Majority of the Board
of Directors
*Duane M. Amundson Director
*Paul T. Baker Director
*Gerald L. Bepko Director
*Howard J. Cofield Director
*Niel C. Ellerbrook Director
*Loren K. Evans Director
*Lawrence A. Ferger Director October 11, 1994
*Otto N. Frenzel III Director
Anton H. George Director
Don E. Marsh Director
*Richard P. Rechter Director
*James C. Shook Director
/s/ Lawrence A. Ferger
*By: ----------------------------------------------
(Lawrence A. Ferger, Attorney-in-Fact)
INDIANA GAS COMPANY, INC. RETIREMENT SAVINGS PLAN. Pursuant
to the requirements of the Securities Act of 1933, the Plan has
duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city
of Indianapolis, State of Indiana, On October 11, 1994.
INDIANA GAS COMPANY, INC.
RETIREMENT SAVINGS PLAN
By the Plan Committee, Plan
Administrator
A majority of the members of
the Plan Committee:
/s/ Lawrence A. Ferger
-------------------------------
Lawrence A. Ferger
/s/ Paul T. Baker
-------------------------------
Paul T. Baker
/s/ Niel C. Ellerbrook
-------------------------------
Niel C. Ellerbrook
/s/ Steven M. Schein
-------------------------------
Steven M. Schein
/s/ Thomas J. Zabor
-------------------------------
Thomas J. Zabor