SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INDIANA ENERGY, INC.
(Exact name of registrant as specified in its charter)
INDIANA
(State or other jurisdiction of incorporation or organization)
35-1654378
(I.R.S. Employer Identification No.)
1630 North Meridian Street
Indianapolis, Indiana 46202
(317) 926-3351
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
Lawrence A. Ferger, Chairman and Chief Executive Officer
Indiana Energy, Inc.
1630 North Meridian Street
Indianapolis, Indiana 46202
(317) 926-3351
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Catherine L. Bridge, Esquire
Barnes & Thornburg
11 South Meridian Street
Indianapolis, Indiana 46204
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement pursuant to
the dividend reinvestment and stock purchase plan described herein.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. /X/*
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /*
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 Automatic Dividend Reinvestment and Stock Purchase Plan of registrant
allows participation by eligible non-shareholder employees of Indiana Energy,
Inc. and its subsidiaries.
Calculation of Registration Fee
======================================================================================================================
Type of each class Proposed maximum Proposed maximum
of securities to Amount to be offering price per aggregate offering Amount of
be registered registered unit (1) price (1) registration fee
- ----------------------------------------------------------------------------------------------------------------------
Common Stock 200,000 $20.8125 $4,162,500 $1,157.00
- ----------------------------------------------------------------------------------------------------------------------
Common Share
Purchase Rights 200,000 (2) (2) (2)
======================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Any value attributable to the Common Share Purchase Rights is reflected
in the value of the Common Stock.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
which constitutes a part of this Registration Statement also relates to an
aggregate of 500,000 shares of the Registrant's common stock registered on Form
S-3, Registration Statement No. 33-62439. Of these 500,000 shares, 334,844
shares remain available for sale pursuant to such Registration Statement. The
amount of the filing fee associated with these remaining securities which was
previously paid to the Commission is $2,468.00.
PART I
INFORMATION REQUIRED IN PROSPECTUS
INDIANA ENERGY, INC.
AUTOMATIC DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
Amended and Restated as of January 27, 1999
----------
Indiana Energy, Inc. (the "Corporation") hereby offers the holders of
record of its shares of Common Stock, without par value ("Common Stock"), and
its eligible employees and those of its wholly-owned subsidiaries ("Employees")
the opportunity to purchase its shares of Common Stock through an Automatic
Dividend Reinvestment and Stock Purchase Plan (the "Plan"). The shares of Common
Stock purchased will either be shares purchased on the open market or newly
issued shares. The Plan permits Common Stock dividends to be reinvested
beginning on any dividend payment date (usually March 1, June 1, September 1 and
December 1) and voluntary cash payments to be invested in Common Stock beginning
on the first day of each month, or the next succeeding trading day if any such
date is not a trading day (the "Investment Dates"), at a price equal to (a) in
the case of shares purchased on the open market, the weighted average price of
the shares of Common Stock purchased for the month, or (b) in the case of new
issue shares, the closing price of those shares as published in The Wall Street
Journal in its report NYSE Composite Transactions ("Composite Tape") on the
Investment Date. (See answer to Question 13). The Plan permits shareholders to
make voluntary cash payments of not less than $25 per month nor more than
$50,000 in a calendar year to purchase shares of Common Stock beginning on the
Investment Dates at prices determined in the same manner. These voluntary cash
payments may be made whether or not a shareholder authorizes the reinvestment of
Common Stock dividends. The closing sales price of the Common Stock on the
Composite Tape on February 1, 1999, was $22.00.
The Plan is administered by First Chicago Trust Company of New York, at
the expense of the Corporation. No brokerage commissions will be charged on new
issue shares of Common Stock purchased under the Plan. Any brokerage commissions
resulting from open market purchases will be paid by the Corporation.
This Prospectus relates to 534,844 shares of Common Stock, without par
value, of the Corporation registered for purchase under the Plan.
You should retain this Prospectus for future reference.
THE SECURITIES & EXCHANGE COMMISSION HAS NOT JUDGED WHETHER THESE SECURITIES ARE
GOOD INVESTMENTS OR WHETHER THE INFORMATION IN THIS PROSPECTUS IS ACCURATE OR
ADEQUATE. ANYONE WHO INDICATES OTHERWISE IS COMMITTING A FEDERAL CRIME.
----------
The date of this Prospectus is February 12, 1999
GENERAL INFORMATION
Indiana Energy, Inc. is a holding company incorporated under the laws
of the State of Indiana on October 24, 1985. Pursuant to an Agreement and Plan
of Exchange, effective February 28, 1986, all shares of Common Stock of Indiana
Gas Company, Inc. ("Indiana Gas") outstanding on February 28, 1986, were deemed
to have been exchanged on that date for shares of Common Stock of the
Corporation, on a share for share basis, and all holders of Indiana Gas Common
Stock on that date became holders of Corporation Common Stock. Thus, Indiana
Gas, effective such date, became a subsidiary of the Corporation. Indiana Gas is
engaged in the business of providing gas utility services to customers in the
north central, central and southern portions of Indiana. Indiana Gas was
incorporated in 1945; however, its predecessor companies date back to the 1850s.
The principal executive offices of the Corporation are located at 1630 North
Meridian Street, Indianapolis, Indiana 46202; its telephone number is (317)
926-3351.
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934 and files reports, proxy statements and other
information with the Securities and Exchange Commission ("Commission"). Such
reports, proxy statements and other information can be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices: 7
World Trade Center, Suite 1300, New York, New York 10048; and 500 W. Madison
Street, Chicago, Illinois 60661-2511. Copies of such material can be obtained at
prescribed rates from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, by calling the Commission at
1-800-SEC-0330 or by e-mail at help@sec.gov, and may be available on the
Commission's website: http://www.sec.gov. The Common Stock is traded on the New
York Stock Exchange. Reports, proxy material and other information concerning
the Corporation can also be inspected at the offices of the New York Stock
Exchange, 11 Wall Street, New York, New York 10005.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Annual Report of the Corporation on Form 10-K for the fiscal year
ended September 30, 1998, the Proxy Statement of the Corporation dated December
4, 1998, Current Report of the Corporation on Form 8-K filed January 27, 1999,
the Quarterly Report of the Corporation on Form 10-Q for the quarterly period
ended December 31, 1998, and the description of the Corporation's Common Stock
contained in the Corporation's Registration Statement on Form S-4 (Reg. No.
33-1263) which became effective on November 26, 1985, are incorporated by
reference into this Prospectus. All documents subsequently filed by the
Corporation pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the termination of the offering shall
be deemed to be incorporated by reference into this Prospectus. You should
disregard anything contained in an earlier document which is inconsistent with
the information included in this Prospectus.
You may request and the Corporation will furnish you without charge, a
copy of any or all of the documents described above, other than exhibits not
incorporated by reference into those documents. Such request should be addressed
to Shareholder Relations, Indiana Energy, Inc., 1630 North Meridian Street,
Indianapolis, Indiana 46202, telephone (317) 926-3351 or 1-800-777-3389.
THE PLAN
The Corporation hereby offers its holders of Common Stock, without par
value, and Employees the opportunity to purchase shares of Common Stock pursuant
to the Corporation's Automatic Dividend Reinvestment and Stock Purchase Plan.
The Plan consists of the following 41 questions and answers.
INTRODUCTION
1. What does the Plan provide?
The Plan provides an opportunity for all record holders of Common Stock
to have dividends reinvested in additional shares of Common Stock to be
purchased by the Plan either on the open market (sometimes referred to as "open
market shares"), or directly from the Corporation, in the form of authorized but
unissued shares (sometimes referred to as "new issue shares"). The Corporation
has reserved the right to cause the Plan to purchase shares on the open market
or newly issued shares as the Corporation determines from time to time in its
sole discretion. (See answer to Question 40).
If shareholders wish, they may also make voluntary cash payments of not
less than $25 per month and not more than $50,000 in a calendar year for the
same purpose. These voluntary cash payments may be made whether or not the
shareholder has authorized the reinvestment of Common Stock dividends.
As explained below, the cash dividends and any voluntary cash payments
of a holder of the Corporation's Common Stock who elects to participate in the
Plan will be applied by First Chicago Trust Company of New York, as Agent (see
answer to Question 3), to the purchase of shares of Common Stock at a purchase
price determined in the manner set forth in the answer to Question 13. The
Corporation will pay most expenses incurred in connection with such purchases,
including, any brokerage commissions incurred as a result of purchases of open
market shares. A participant who makes voluntary cash payments through automatic
monthly deductions will pay a fee of $2 per transaction. Charges may be incurred
by a participant upon the sale of book-entry shares held in the participant's
account. (See answers to Questions 20 and 22). Eligible Employees may also
participate in the Plan. (See answers to Questions 34 through 39).
PURPOSE
2. What is the purpose of this Plan?
The purpose of the Plan is to provide holders of the Corporation's Common
Stock with a simple and convenient method of investing cash dividends and
voluntary cash payments in shares of Common Stock without payment of any
brokerage commissions or service charges. In addition, Employees may invest
through payroll deduction. To the extent that shares purchased by the Plan are
newly issued shares purchased directly from the Corporation, the Corporation
will receive additional funds for general corporate purposes.
ADMINISTRATION
3. Who administers the Plan?
First Chicago Trust Company of New York (the "Agent") administers the Plan
and purchases shares of Common Stock as Agent for the Plan participants. The
Common Stock acquired by the Agent will either be newly issued shares or shares
purchased on the open market, as the Corporation determines in its sole
discretion. The Agent in purchasing shares on the open market will have,
consistent with applicable securities laws and regulations, absolute discretion
to determine the volume, timing and price of such purchases. If you decide to
participate in the Plan, the Agent will keep a continuous record of your
participation in the Plan and send you a statement of your account under the
Plan after each purchase affecting your account. Shares purchased through the
Plan will be credited in book-entry form to your account. You may deposit your
Common Stock certificates for conversion to book-entry shares which will be
credited to your account. This will relieve you of the responsibility for the
safekeeping of multiple certificates for shares purchased and protect you
against loss, theft, or destruction of stock certificates.
The Agent may be contacted as follows:
Correspondence
All correspondence and inquiries concerning the Plan should be directed
to:
First Chicago Trust Company
P.O. Box 2598
Jersey City, NJ 07303-2598
Be sure to include a reference to Indiana Energy, Inc. in your
correspondence.
Telephone
Shareholder customer service, including sale of shares: 1-800-446-2617
TDD: 1-201-222-4955. A telecommunications device for the hearing
impaired is available.
Outside the United States and Canada: 1-201-324-0498
Internet
Messages forwarded on the Internet will be responded to within one
business day. The Agent's Internet address is http://www.fctc.com.
E-mail
The Agent's E-mail address is fctc_indianaenergy@em.fcnbd.com.
An automated voice response system is available 24 hours a day, 7 days
a week.
Customer service representatives are available from 8:30 a.m. to 7:00
p.m. Eastern time each business day.
PARTICIPATION
4. Who is eligible to participate in the Plan?
All Common Stock shareholders of record whose stock certificates and/or
book-entry shares are registered in their names and eligible Employees (except
with respect to shares restricted under a restricted stock plan) are eligible to
participate in the Plan. Any beneficial owners of Common Stock whose shares are
registered in the name of a broker, trustee or other nominee may have shares
transferred and registered in their own names in order to become eligible to
participate in the Plan. Alternatively, beneficial owners may direct their
broker to transfer all or any number of whole shares into their names in Direct
Registration book-entry form. Beneficial owners should instruct their broker to
re- register their shares with the Agent through the Direct Registration System
and specify book-entry registration. Please contact the Agent at 1-800-446-2617
for more specific information. (See answers to Questions 34 through 39 for
information concerning Employee participation.)
5. How does an eligible shareholder participate?
Eligible shareholders may become participants in the Plan by completing and
signing the Enrollment Authorization Form provided by the Agent and returning it
to the Agent. A postage paid envelope is provided for this purpose. An
Enrollment Authorization Form may be obtained at any time by written request to
the Agent or by calling 1-800-446-2617. Any correspondence addressed to the
Agent concerning the Plan should refer specifically to the Indiana Energy, Inc.
Automatic Dividend Reinvestment and Stock Purchase Plan.
6. When may an eligible shareholder become a participant in the Plan?
An eligible shareholder may join the Plan at any time. For shareholders
electing participation in the Plan by having cash dividends reinvested,
participation commences as follows. If an Enrollment Authorization Form
directing that cash dividends be reinvested is received by the Agent prior to a
dividend record date, then reinvestment in the Plan will commence on the related
dividend payment date. (In the past, cash dividends on Common Stock have been
paid on or about March 1, June 1, September 1 and December 1.) As to all
eligible shareholders electing to reinvest cash dividends, the dividend paid on
the date participation commences will not be sent to the shareholder but,
instead, will be reinvested under the Plan. For example, if the Company declares
a cash dividend on its Common Stock payable on March 1 to holders of record on
February 15, the Enrollment Authorization Form must be received by the Agent
prior to February 15 in order for the dividend paid on March 1 to be reinvested.
If the Enrollment Authorization Form is received on or after the record date of
February 15, the dividend paid on March 1 will be sent to the shareholder as
usual and such shareholder's reinvestment in the Plan will commence on the date
the next cash dividend on Common Stock is paid (in the past on June 1).
For shareholders electing to participate in the Plan through the investment
of voluntary cash payments, participation may begin at any time.
7. What does the Enrollment Authorization Form provide?
The Enrollment Authorization Form specifies the method by which an
eligible shareholder elects to participate in the Plan. If the "FULL DIVIDEND
REINVESTMENT" box is checked, then the Agent will invest in shares of Common
Stock (a) all of the participant's cash dividends on both shares of Common Stock
registered in the participant's own name in stock certificate form and
book-entry shares credited to the participant's account, and (b) any voluntary
cash payments made by the participant. If the "PARTIAL DIVIDEND REINVESTMENT"
box is checked, the participant must specify, in the box provided for that
purpose, the number of shares of Common Stock on which cash dividends will be
sent to the participant. The number of shares specified in the box includes
shares registered in the participant's own name in stock certificate form and
book-entry shares credited to the participant's account. The Agent will invest
in shares of Common Stock (a) the cash dividends on the remainder of both shares
registered in the participant's own name in stock certificate form, and
book-entry shares credited to the participant's account, and (b) any voluntary
cash payments made by the participant. If the "VOLUNTARY CASH PAYMENTS ONLY (NO
DIVIDEND REINVESTMENT)" box is checked, then the Corporation will send directly
to the participant cash dividends on both shares of Common Stock registered in
the participant's own name in stock certificate form and book-entry shares
credited to the participant's account, but the Agent will invest the
participant's voluntary cash payments in shares of Common Stock.
Under the Plan, dividends will be reinvested, paid in cash, or both, as
designated on the Enrollment Authorization Form until a participant specifies
otherwise.
8. May a shareholder have cash dividends reinvested under the Plan with
respect to less than all of the shares of Common Stock registered in the
shareholder's name?
A shareholder may have cash dividends reinvested under the Plan with
respect to all or a portion of the shares of Common Stock registered in the
shareholder's name. Shares registered in the shareholder's name include both
shares held by the shareholder in stock certificate form and book-entry shares
credited to the shareholder's account. If a shareholder has shares of Common
Stock registered in more than one name (for example, some shares registered in
the name of "John Doe" and others registered in the name "John J. Doe"), or the
shares are registered in the name of the shareholder and another person (for
example, as a joint tenant with his or her spouse), the shareholder will receive
an Enrollment Authorization Form for each such registered name or names. In that
case the shareholder (and such other person) has the election of signing and
returning any or all such Enrollment Authorization Forms, specifying on each the
number of shares on which dividends are to be paid in cash; dividends on any
remaining shares will be reinvested.
9. How may participants change investment options?
A participant may change the investment option at any time by telephoning
the Agent or by completing and signing a new Enrollment Authorization Form and
returning it to the Agent. A change in investment option affecting the
reinvestment of cash dividends will be effective on a dividend payment date if
the Enrollment Authorization Form is received by the Agent prior to the related
dividend record date. (See Question 6). If the Enrollment Authorization Form is
received by the Agent on or after the related dividend record date, the change
will be effective on the dividend payment date for the following quarter.
COSTS
10. Are any fees or expenses incurred by participants in the Plan?
Except as provided below, all costs of administration of the Plan,
including service fees and brokerage commissions on purchases of open market
shares, will be paid by the Corporation. However, if a participant requests the
Agent to sell all or part of the shares credited to his or her account, the
participant will pay a service fee (currently $10), any related brokerage
commission (currently 12 cents per share sold) and any other costs due as
discussed in the answer to Question 22. If a participant withdraws all
book-entry shares credited to his or her account, a payment for any fractional
share interests in the account will be paid in cash to the participant in the
amount and on the basis described in the answer to Question 20. As described in
the answer to Question 16, participants who elect to make voluntary cash
payments through Automatic Monthly Deductions, will pay a fee of $2 per
transaction.
PURCHASES
11. How many shares of Common Stock will be purchased for a participant?
The number of shares to be purchased for each participant on an Investment
Date will depend on the amount of the participant's dividends and/or voluntary
cash payments to be invested and the price per share of the shares of Common
Stock to be purchased. Each participant's account will be credited as of each
Investment Date with that number of shares, including fractions computed to
three decimal places, equal to the total amount to be invested on behalf of that
participant on that date divided by the purchase price of each share of Common
Stock. The purchase price is as determined as provided in the answer to Question
13.
12. How and when will shares of Corporation's Common Stock be purchased under
the Plan?
The Plan permits Common Stock dividends to be reinvested beginning on
any dividend payment date (usually March 1, June 1, September 1 and December 1)
and voluntary cash payments to be invested beginning on the first day of each
month, or the next succeeding trading day if any such date should not be a
trading day. On each Investment Date on which a dividend is paid, the
Corporation will pay to the Agent the total amount of dividends payable on the
shares subject to dividend reinvestment under the Plan. The Agent will use that
amount, along with all voluntary cash payments then held by the Agent under the
Plan, to purchase shares of Common Stock for the accounts of participants at the
purchase price set forth in the answer to Question 13. If the Corporation
directs the Agent to purchase shares on the open market, it is expected that the
Agent will normally purchase shares beginning on the
Investment Date and will complete the purchases within 30 days. However, in
purchasing shares on the open market, the Agent will have, consistent with
applicable securities laws and regulations, absolute discretion to determine the
volume, timing and price of such purchases. Neither the Corporation nor any
participant will have any authority or power to direct the time or price at
which shares will be purchased, or the selection of the broker or dealer through
or from whom purchases will be made. If the Corporation elects to make available
new issue shares for purchase, the Agent will purchase shares of Common Stock
from the Corporation on the Investment Date. In months dividends are not paid,
shares will be purchased with all voluntary cash payments then held by the Agent
in the manner described above.
13. What will be the price of shares of Common Stock purchased under the Plan?
The price per share of the open market share purchases of Common Stock
for allocation to the accounts of the Plan participants as of an Investment Date
will be the weighted average price paid by the Agent for all open market shares
which were purchased by the Agent for that month.
If the Corporation elects to make available new issue shares for
purchase, the price per share of any new issue shares of Common Stock purchased
from the Corporation on any Investment Date on behalf of participants in the
Plan will be the closing price of the Corporation's shares of Common Stock on
the Composite Tape on the Investment Date (or the next trading day if the New
York Stock Exchange is closed on the Investment Date). If no trading occurs in
the Common Stock on the Investment Date, the purchase price will be the closing
price on the next trading day on which shares are traded.
VOLUNTARY CASH PAYMENTS
14. How does the cash payment option work?
Voluntary cash payments received from the participant by the Agent
prior to an Investment Date will be invested each month to purchase shares of
Common Stock. The Agent will return voluntary cash payments to a participant
upon telephonic or written request from a participant at least two business days
prior to the Investment Date.
If a shareholder wishes to participate only through the investment of
voluntary cash payments, the shareholder must check the "VOLUNTARY CASH PAYMENTS
ONLY (NO DIVIDEND REINVESTMENT)" box on the Enrollment Authorization Form.
15. How are voluntary cash payments made by check or money order?
The option to make cash payments by check or money order is available
to participants each month. Voluntary cash payments by a participant cannot be
less than $25 per payment or more than a total of $50,000 in a calendar year. If
the Agent receives payments totaling more than $50,000 in a calendar year from a
participant, the amount by which the payments exceed $50,000 will be returned to
the participant.
A voluntary cash payment may be made by a participant when enrolling by
enclosing a check or money order in United States dollars (made payable to First
Chicago - Indiana Energy) with the
Enrollment Authorization Form. Thereafter, voluntary cash payments may be made
through the use of cash payment forms attached to each participant's statement
of account. The same amount of money need not be sent each month and there is no
obligation to make a voluntary cash payment each month.
How are voluntary cash payments made by Automatic Monthly Deductions?
Participants may make voluntary cash payments of not less than $25 per
transaction nor more than $50,000 in a calendar year by means of a monthly
automatic electronic funds transfer ("Automatic Monthly Deduction") from a
predesignated account at a United States bank or financial institution. If the
Agent receives payments totaling more than $50,000 in a calendar year from a
participant, the amount by which the payments exceed $50,000 will be returned to
the participant. A $2 transaction fee will be subtracted from the amount
deducted from the participant's bank account prior to each investment.
To initiate Automatic Monthly Deductions, a participant must complete
and sign an Authorization Form for Automatic Deductions and return it to the
Agent together with a voided blank check or savings account deposit slip for the
account from which funds are to be drawn. Forms will be processed and will
become effective as promptly as practicable; however, participants should allow
four to six weeks for their first investment to be initiated.
Once Automatic Monthly Deductions are initiated, funds will be drawn
from the participant's designated bank account on the third business day
preceding each monthly Investment Date.
Participants may change the amount of their Automatic Monthly Deduction
by completing and submitting to the Agent a new Authorization Form for Automatic
Deductions. If the participant closes or changes a bank account, a new
Authorization Form for Automatic Deductions must be completed and submitted to
the Agent. To be effective with respect to a particular Investment Date, the new
Authorization Form for Automatic Deductions must be received by the Agent at
least six business days preceding such Investment Date. A participant may
discontinue automatic deductions by notifying the Agent by telephone or in
writing.
17. Will interest be paid by the Corporation or the Agent on any voluntary
cash payments made under the Plan?
No. Interest will not be paid by the Corporation or the Agent on any
voluntary cash payments held pending investment under the Plan. Therefore, it is
suggested that any voluntary cash payment a participant wishes to make be sent
so as to reach the Agent as close as possible and prior to the Investment Date.
A participant should be aware of possible delays in the mail if payment is to be
made in that manner.
REPORTS TO PARTICIPANTS
18. What kind of reports will be sent to participants in the Plan?
Each participant in the Plan will receive a statement after each
purchase affecting the account showing the amounts invested, purchase prices,
shares purchased and other relevant information. These statements are a
participant's continuing record of purchases and should be retained for income
tax purposes. In addition to a Prospectus for the Plan, each participant will
receive copies of the same communications sent to every other holder of the
Corporation's Common Stock, that is, the Annual Report to Shareholders, interim
reports to shareholders, proxy solicitation materials and dividend information
required by the Internal Revenue Service to be furnished by the Corporation and
the Agent.
DIVIDENDS
19. Will participants receive cash dividends on fractional interests in
shares credited to their accounts?
Yes. Dividends on fractional share interests will be either reinvested
in Common Stock or sent directly to participants, depending upon their selected
investment option.
CERTIFICATES FOR SHARES
20. Will certificates be issued for shares of Common Stock purchased?
Shares of Common Stock purchased under the Plan will be registered in
the name of the Agent (or its nominee), as Agent for participants in the Plan;
and certificates for such shares will not be issued to participants except upon
telephonic or written request. The number of shares credited to a participant's
account under the Plan will be shown on the participant's statement of account.
This procedure protects against loss, theft or destruction of stock
certificates.
Shares credited to a participant's account may be withdrawn by a
participant by notifying the Agent by telephone or in writing specifying the
number of shares to be withdrawn. Certificates for whole shares of Common Stock
so withdrawn will be issued to and registered in the name of the Participant
(see Questions 21 and 26).
If a participant requests a stock certificate for all shares credited to
his or her account, cash representing any fractional share interest will be
mailed directly to the participant. The cash payment to each such participant
will be based upon the then current market price, less any service fee, any
brokerage commission and any other costs realized by the Agent when it sells
such fraction. In order to effect the sale of such fractional interest, the
Agent will combine the sale of fractional share interests to which other
withdrawing participants are entitled so as to be able to effect the sale of
whole shares. The Agent will do this as soon as possible.
Shares credited to the account of a participant may not be pledged. A
participant who wishes to pledge such shares must request that certificates for
such shares be issued in the participant's name.
21. In whose name will certificates be registered when issued?
Upon telephonic or written request by the participant, certificates
will be issued in the name in which the participant's account is maintained, or,
in such other names as may be designated upon receipt of appropriate instruments
of assignment.
SALE OF SHARES
May participants sell book-entry shares credited to their accounts?
Yes. Participants may request the Agent to sell any number of
book-entry shares credited to their accounts by completing the information on
the bottom portion of their account statement or by giving detailed written
instructions to the Agent. Alternatively, the participant may call the Agent at
1-800-446- 2617. The Agent will initiate the sale as soon as practicable after
receiving the notification. Sales will be made for the participant's account on
the open market through a securities broker designated by Agent. The participant
will receive the proceeds, less an applicable service fee (currently $10) and
brokerage commission (currently 12 cents per share sold). Proceeds of shares
will be paid to the participant by check.
DEPOSIT OF STOCK CERTIFICATES
23. May participants deposit their Common Stock certificates with the Agent
for conversion to book-entry shares?
At the time of enrollment in the Plan, or at any later time,
participants may deposit any Common Stock certificates in their possession with
the Agent for credit as book-entry shares to their accounts. If a certificate
issuance is later requested, a new, differently numbered certificate will be
used.
Participants who wish to deposit their Common Stock certificates must
mail their request and their certificate to the Agent. The certificates should
not be endorsed.
To insure against loss resulting from mailing certificates, the Agent
will provide mail insurance free of charge. To be eligible for certificate
mailing insurance, participants must observe the following guidelines.
Certificates must be mailed in brown, pre-addressed return envelopes supplied by
the Agent. Envelopes may be obtained by calling the Agent at 1-800-446-2617.
Certificates mailed to the Agent will be insured for up to $25,000 current
market value provided they are mailed first class. Participants should contact
the Agent for information about sending certificates having a current market
value in excess of $25,000. Participants must notify the Agent of any lost
certificate claim within thirty (30) calendar days of the date the certificates
were mailed. To submit a claim, you must be a participant in the Plan or you
must enroll in the Plan at the time the insurance claim is processed. The
maximum insurance protection provided is $25,000 and coverage is available only
when the certificates are sent to the Agent in accordance with the guidelines
described above.
Insurance covers the replacement of shares of Common Stock, but in no
way protects against any loss resulting from fluctuations in the value of such
shares from the time participants mail the certificates until replacements are
made.
If participants do not use a brown pre-addressed envelope provided by
the Agent, it is recommended that certificates be sent to the Agent by
registered mail, return receipt requested and insured for possible mail loss for
2% of the market value (minimum of $20.00); this represents participant's
replacement costs if the certificates are lost in transit to the Agent.
STOPPING DIVIDEND REINVESTMENT
24. May a participant stop dividend reinvestment or voluntary cash payment
investments?
A participant may discontinue the reinvestment of cash dividends by
changing his or her investment option as specified in the answers to Questions 7
and 9. Moreover, a participant may request by telephone or in writing that the
Agent return any uninvested voluntary cash payment made, and such a request will
be honored, if the Agent receives the request at least two business days before
the Investment Date on which the voluntary cash payment would otherwise be
invested.
25. When may a participant stop reinvesting dividends under the Plan?
A participant may stop reinvesting dividends under the Plan any time prior
to a dividend record date by giving the Agent notice in writing or by telephone.
If the request to discontinue dividend reinvestment is received by the Agent on
or after the record date for a dividend payment, such request may not become
effective until any dividend paid on the dividend payment date has been
reinvested and the shares of Common Stock purchased are credited to the
participant's account. The Agent, in its sole discretion, may either pay any
such dividend in cash or reinvest it in Common Stock on behalf of the
participant. If such dividend is reinvested, the Agent may sell the shares
purchased and remit the proceeds to the participant, less any service fee, any
brokerage commission and any other costs of sale. See Question 6 above for an
example of approximate timing of dividend record and payment dates.
ACCOUNT MANAGEMENT
What options are available to Plan participants regarding transfers of
shares?
Gift/Transfer of Shares
If a participant wishes to transfer the ownership of all or part of the
shares credited to the participant's account to an account for another
person, whether by gift, private sale or otherwise, the participant may
effect such transfer by mailing a properly executed stock power to the
Agent. Transfers of less than all of the participant's book-entry shares
must be made in whole share amounts. Requests for transfer are subject to
the same requirements as the transfer of Common Stock certificates,
including the requirement of Medallion Guarantee on the stock power. Stock
Power Forms are available upon request from the Agent. Share Transfer
Forms are also attached to account statements.
Shares so transferred will continue to be held in book-entry form by the
Agent. An account will be opened in the name of the recipient if he or she
is not already a participant, and such recipient will automatically be
enrolled in the Plan. If the recipient is not already a participant, the
account will be enrolled under the full reinvestment option unless the
donor specifies differently. The recipient may change the investment
option after the gift has been made as described under Question 9 above.
If a transfer involving ALL shares in a participant's account is received
after a record date but before the related dividend payment date, the
transfer will be processed when received, and a cash dividend will be paid
to the participant. The participant may return the dividend check as an
optional cash payment.
The recipient will receive a statement showing the transfer of shares.
Upon the participant's request, the Agent will also send the recipient,
free of charge, an acknowledgement of the gift.
Direct Registration System/Broker-Dealer Accounts
Transfer shares from a broker account: Shareholders who own shares of
Common Stock that are held by a bank, broker, or trustee in street or
nominee name ("broker") may instruct their broker to have some or all of
their shares transferred into the shareholder's name in Direct
Registration System book-entry form. The Direct Registration System
permits an investor to hold Common Stock as the registered owner of the
Common Stock in book-entry form on the Corporation's books rather than (1)
indirectly through a financial intermediary that holds the Common Stock in
street name or in an account with a depository or (2) in the form of a
stock certificate. Simply instruct your bank, broker or trustee to
re-register your shares through the Direct Registration System and specify
book-entry registration.
Transfer shares to a broker account: To electronically transfer all or
part of your book-entry shares held by the Agent to a broker account, a
participant must establish a broker account number on his or her account
with the Agent. To establish a broker account number, a participant must
complete an "Authorization to Provide Broker/Dealer Information" form,
available upon request from the Agent (1-800-446-2617) or a broker. Once a
broker account number is established, a participant can then instruct the
Agent to deliver to his or her broker the number of full shares a
participant specifies. The Agent will electronically deliver shares within
two business days of receiving and accepting instructions. The
signature(s) on the Authorization to Provide Broker/Dealer Information
form should be guaranteed by the broker/dealer with a Medallion Guarantee.
OTHER INFORMATION
27. What happens if the Corporation issues a stock dividend or declares a
stock split?
Any stock dividends or split shares of Common Stock distributed by the
Corporation on shares held by the Agent in book-entry form for a participant's
account or held by the participant in the form of stock certificates will be
credited in book-entry form to the participant's account.
28. If the Corporation has a rights offering, how will the shares of Common
Stock credited to a participant's account be handled?
Participation in any rights offering will be based upon both shares of
Common Stock held by the participant in stock certificate form and any whole
book-entry shares credited to such participant's account.
29. What happens when a shareholder sells or transfers all of his or her
shares of Common Stock in stock certificate form?
If a participant disposes of all of the shares of Common Stock in stock
certificate form, then the Agent will continue to either reinvest the cash
dividends, or send the cash dividends directly to the participant, on the shares
of Common Stock credited to the participant's account, depending upon the
participant's investment option, until the participant notifies the Agent by
telephone or in writing to the contrary. Voluntary cash payments may continue to
be made by such participant as long as there are whole or fractional shares
credited to the participant's account. If a participant holds less than one full
share, the Corporation, from time to time, may instruct the Agent to sell the
fractional share and forward the proceeds, less any service fee, brokerage
commission and any other costs of sale, to the shareholder.
30. What are the responsibilities of the Corporation and Agent under the Plan?
Neither the Corporation, nor the Agent, as Plan Administrator, will be
liable for any act done in good faith or for any good faith omission to act,
including, any claim arising out of failure to cease reinvesting dividends for a
participant's account upon such participant's death, the prices at which shares
are purchased or sold for the participant's account, the times when purchases or
sales are made or fluctuations in the market value of the Corporation's common
stock. The participant should recognize that neither the Corporation nor the
Agent can provide any assurance of a profit or protection against loss on any
shares purchased under the Plan.
31. How will a participant's shares be voted at meetings of shareholders?
For each meeting of shareholders, a participant will receive proxy
materials that will enable the participant to vote both shares held by the
participant in stock certificate form and/or book-entry shares credited to the
participant's account. If a participant elects, all shares may be voted in
person at the shareholders' meeting.
FEDERAL INCOME TAX CONSEQUENCES
32. What are the federal income tax consequences of participation in the Plan?
If a participant reinvests dividends under the Plan, the participant
will be treated for federal income tax purposes as having received a dividend in
an amount equal to the cash dividend reinvested in shares of Common Stock under
the Plan even though that amount is not actually received in cash but, instead,
is applied to the purchase of shares for the participant's account. In addition,
general rulings issued by the Internal Revenue Service indicate that a
participant's share of brokerage commissions for purchases of open market shares
(which will be paid by the Corporation) will be taxable as dividend income to
that participant. A participant's adjusted basis in the shares of Common Stock
acquired under the Plan will be equal to the amount required to be treated as a
dividend, including any brokerage commissions allocated to such purchases.
Common Stock purchased with voluntary cash payments will be treated in
the same manner as Common Stock purchased outside of the Plan. A participant's
adjusted basis in such shares will be equal to the price paid, increased by any
brokerage commission (which will be paid by the Corporation) allocated to such
purchases and treated as dividend income.
A participant will not realize any taxable income when he or she
receives certificates for whole shares credited to the participant's account
upon a request for such certificates. However, a participant who receives, upon
request, a cash payment for the sale of whole and/or fractional shares credited
to such participant's account will realize gain or loss measured by the
difference between the amount of the cash received and the participant's basis
in such shares or fractional shares. Such gain or loss will be capital in
character if such shares or fractional shares are a capital asset in the hands
of the participant. For further information as to tax consequences of
participation in the Plan, participants should consult with their own tax
advisors.
The tax information in this Question 32 is provided solely as a guide
to participants and may be subject to change by future legislation. Participants
are advised to consult their own tax advisors as to the federal and state income
tax effects of participation in the Plan.
33. What provision is made for domestic and foreign shareholders whose
dividends are subject to federal income tax withholding?
Federal law requires the Agent to withhold an amount (currently 31%)
from the amount of dividends and the proceeds of any sale of shares for a
Participant if: (i) that Participant fails to certify to the Agent that the
Participant is not subject to backup withholding, (ii) that Participant fails to
certify that the taxpayer identification number provided is correct or (iii) the
Internal Revenue Service notifies the Corporation that the Participant is
subject to backup withholding. The withheld amounts will be deducted from the
amount of dividends and the remaining amount will be reinvested in accordance
with the Plan. The withheld amounts also will be deducted from the proceeds of
any sale of shares and the remaining amount will be sent to the Participant.
In the case of those foreign shareholders whose dividends are subject to
United States income tax withholding, the amount of tax to be withheld will be
deducted from the amounts of dividends and the remaining amount of dividends
will be reinvested. In the case of those foreign shareholders whose sale
proceeds are subject to withholding, the amount of tax to be withheld will be
deducted from the proceeds of the sale of shares.
EMPLOYEE PARTICIPATION
34. Which employees are eligible to join the Plan?
All full-time Employees who have completed a total of six consecutive
months of employment are eligible to participate in the Plan, except those
individuals who are officers in the Corporation or its wholly-owned
subsidiaries. Assistant officers are eligible to join the Plan.
35. What are the rights of Employees under the Plan?
Employees have the same rights under the Plan and are governed by the
same terms and limitations as shareholders of the Corporation, except that
eligible Employees (a) may enroll in the Plan to purchase shares with voluntary
cash payments even though they are not registered holders of any shares of
Common Stock, and (b) may arrange to make such voluntary cash payments through
regular payroll deductions. Voluntary cash payments by an Employee, including
payroll deductions, may not exceed $50,000 in a calendar year.
Voluntary cash payments by Employees, including payroll deductions,
will be applied by the Agent to the purchase of shares of Common Stock.
36. How does an eligible Employee join the Plan?
An eligible Employee may enroll in the Plan at any time to purchase
shares of Common Stock with voluntary cash payments by completing an Employee
Enrollment Form and returning it to the Human Resources Department of IEI
Services, L.L.C. Employee Enrollment Forms and Withholding Authorization Forms
can be obtained from the Human Resources department. If an employee elects to
make voluntary cash payments directly to the Agent and does not authorize
payroll deductions, the Enrollment Form must be accompanied by a check or money
order for the initial payment.
Employees who, as record holders of Common Stock, are already
participating in the Plan do not need to complete an Employee Enrollment Form;
however, they must complete a Withholding Authorization Form if they wish to
make voluntary cash payments through payroll deductions. Any Employee who is or
becomes a registered holder of shares may obtain from the Agent and execute a
shareholder Enrollment Authorization Form in order to provide for the
reinvestment of cash dividends on those shares.
37. What is the limit on payroll deductions?
An eligible Employee may authorize his or her employer to deduct a
specified whole dollar amount from each pay period of each month. The minimum
monthly deduction is $25. Once authorized, payroll deductions will continue
until changed or terminated by the Employee.
38. May Employees change or terminate payroll deductions?
Yes. An Employee may change the amount deducted or terminate payroll
deductions by giving written notice to the Human Resources Department. Employees
should allow at least 15 days' processing time prior to the end of the pay
period in which the deduction is made for any change in the amount of the
deduction to become effective. Not more than two payroll deduction changes may
be made in any calendar year. However, an Employee may terminate his or her
payroll deduction at any time by giving reasonable notice to the Human Resources
Department. Employees may terminate payroll deductions and continue to invest by
making voluntary cash payments directly to the Agent.
39. What happens when an Employee-Participant leaves the Corporation or one
of its wholly- owned subsidiaries?
If an Employee-Participant ceases to be employed by the Corporation or
one of its wholly-owned subsidiaries, the Agent will continue to either reinvest
cash dividends or send cash dividends directly to the participant on the shares
credited to the participant's account, depending upon the participant's
investment option, until the participant notifies the Agent by telephone or in
writing to the contrary. Participation in the Plan may continue as long as there
are shares credited to the participant's account or held by the participant in
stock certificate form.
MISCELLANEOUS
40. May the Plan be changed or discontinued?
The Corporation has the right to modify the Plan, or to suspend or
terminate the Plan, at any time. All participants will receive notice of any
such action. Any such modification, suspension or termination will not, of
course, affect previously executed transactions. The Corporation also has the
right to adopt, and from time to time to change, such administrative rules and
regulations (not inconsistent in substance with the basic provisions of the Plan
then in effect) as it deems desirable or appropriate for the administration of
the Plan. In addition, the Corporation has the right to offer to the Plan newly
issued shares or direct the Plan to purchase open market shares as the
Corporation, from time to time, determines in its sole discretion. The Agent has
the right to resign at any time upon reasonable written notice to the
Corporation.
41. Who interprets the Plan?
The Corporation will interpret and regulate the Plan and any agreements
which establish or administer the Plan, and the Corporation's interpretation and
regulation will be conclusive.
USE OF PROCEEDS
In the case of shares purchased for the Plan in the open market, the
Corporation will not receive any of the proceeds of the offering. In the case of
new issue shares, the proceeds received by the Corporation will be used for
general corporate purposes.
INDEMNIFICATION OF OFFICERS, DIRECTORS AND CONTROLLING PERSONS
The Indiana Business Corporation Law (Indiana Code ss. 23-1-37)
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 Indiana Business Corporation Law 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 Indiana Business Corporation
Law 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.
The Corporation's Articles of Incorporation, as amended, afford
directors, officers, key employees, and, in some circumstances, persons acting
in an agency capacity the right to indemnification not only against expenses
incurred in defense of suit, but also against judgments, fines, penalties and
reasonable amounts paid in settlement in connection with an action, suit or
proceeding, if such indemnified persons have acted in good faith and in a manner
reasonably believed to be in the best interest of the Corporation (or in certain
circumstances not opposed to the Corporation's best interest) and, with respect
to any criminal action or proceeding, if they had no reasonable cause to believe
that their conduct was unlawful.
Such indemnification may apply to claims arising under the Securities
Act of 1933, as amended. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers, or
persons controlling the Corporation pursuant to the foregoing provisions, the
Corporation has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in that
Act and is therefore unenforceable.
EXPERTS
The financial statements and schedules of Indiana Energy, Inc. for the
fiscal year ended September 30, 1998, incorporated by reference in this
Prospectus and the registration statement, have been examined by Arthur
Andersen, L.L.P., independent public accountant, as indicated in its reports,
and are incorporated by reference in this Prospectus in reliance upon the
authority of such firm as an expert in accounting and auditing and giving such
reports.
LEGAL MATTERS
The validity of the Plan shares will be passed upon for the Corporation by
Barnes & Thornburg, 11 South Meridian Street, Indianapolis, Indiana 46204,
outside counsel for the Corporation.
NOTES
================================================================================
You should rely only on the information contained or incorporated by reference
in this Prospectus. The Corporation has not authorized anyone to provide you
with different or additional information. This Prospectus only relates to the
registered securities it describes and is not an offer to sell or solicitation
of an offer to buy such securities if unlawful. The information contained in
this Prospectus is correct as of the date it was filed and is subject to change.
----------
TABLE OF CONTENTS
Page
General Information 2
Incorporation of Certain
Information by Reference 2
The Plan 3
Introduction 3
Purpose 4
Administration 4
Participation 5
Costs 7
Purchases 8
Voluntary Cash Payments 9
Reports to Participants 11
Dividends 11
Certificates for Shares 11
Sale of Shares 12
Deposit of Stock Certificates 12
Stopping Dividend Reinvestment 13
Account Management 14
Other Information 15
Federal Income Tax
Consequences 16
Employee Participation 17
Miscellaneous 19
Use of Proceeds 19
Indemnification of Officers,
Directors and Controlling
Persons 19
Experts 20
Legal Matters 20
================================================================================
================================================================================
IEI(TM)
INDIANA
ENERGY,
INC.
Automatic Dividend
Reinvestment
and
Stock Purchase Plan
Amended and Restated as of
January 27, 1999
PROSPECTUS
Dated February 12, 1999
================================================================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses to be incurred in connection
with the issuance and distribution of the securities begin registered. All
amounts shown are estimates, except the registration fee.
Registration fee $ 1,157
Trustees' and transfer agents' fees $ 500
Costs of printing $ 4,500
Fees and expenses of attorneys $ 2,000
Fees and expenses of accountants $ 2,000
Miscellaneous $ 500
-----------
Total $ 10,657
Item 15. 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:
-23-
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
-24-
(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.
-25-
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 16. Exhibits.
The exhibits required by this item are listed on page E-1.
Item 17. 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 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; (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
clauses (a)(1)(i) and (a)(1)(ii) do not apply if the information
required to be included in a post-effective amendment by those clauses
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 the 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; and (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, where
applicable, 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 provisions
described under Item 15 above, or otherwise, the registrant has
-26-
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.
-27-
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Indianapolis, the State of Indiana, on February 12,
1999.
INDIANA ENERGY, INC.
By: /s/ Niel C. Ellerbrook
-----------------------------------
Niel C. Ellerbrook, President and
Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
1. Principal Executive Officer:
/s/ Niel C. Ellerbrook President and February 12, 1999
- --------------------------- Chief Operating Officer
Niel C. Ellerbrook
2. Principal Financial Officer:
/s/ Carl L. Chapman Chief Financial Officer February 12, 1999
- ---------------------------
Carl L. Chapman
3. Principal Accounting Officer
/s/ Jerome A. Benkert Vice President February 12, 1999
- --------------------------- and Controller
Jerome A. Benkert
4. A Majority of the
Board of Directors
Paul T. Baker Director
Niel C. Ellerbrook Director
Lawrence A. Ferger Director
Otto N. Frenzel III Director
Anton H. George Director
Don E. Marsh Director February 12, 1999
William G. Mays Director
J. Timothy McGinley Director
Richard P. Rechter Director
James C. Shook Director
Jean L. Wojtowicz Director
John E. Worthen Director
By: /s/ Niel C. Ellerbrook
---------------------------------------
(Niel C. Ellerbrook, Attorney-in-Fact)
EXHIBIT INDEX
Exhibit Number Description
3-A Amended and Restated Articles of Incorporation are
incorporated by reference to Exhibit 3-A to the
Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended December 31, 1997.
3-B Amended and Restated By-Laws are incorporated by reference
to Exhibit 3-A to the Registrant's Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 1997
4-A Applicable provisions of Registrant's Amended and Restated
Articles of Incorporation are incorporated by reference to
Exhibit 3-A to the Registrant's Quarterly Report on Form
10-Q for the quarterly period ended December 31, 1997
4-B Amended and Restated Rights Agreement between Registrant
and Continental Bank, N.A. (now First Chicago Trust
Company of New York), as Rights Agent, including form of
Right Certificate, dated as of July 30, 1986, as amended
and restated as of December 8, 1989 and as further amended
and restated as of May 31, 1996 is incorporated by
reference to Exhibit 1 to Registrant's Amendment to
Registration Statement on Form 8-A filed June 17, 1996.
4-C Indenture dated February 1, 1991, between Indiana Gas
Company, Inc. and Continental Bank, N.A. and four
supplemental indentures thereto are incorporated by
reference to Exhibit 4(a) to Indiana Gas Company, Inc.'s
Current Report on Form 8-K dated February 1, 1991, and
filed February 15, 1991, to Exhibit 4(b) to Indiana Gas
Company, Inc.'s Current Report on Form 8-K dated February
1, 1991, and filed February 15, 1991, to Exhibit 4(b) to
Indiana Gas Company, Inc.'s Current Report on Form 8-K
dated September 15, 1991, and filed September 25, 1991, to
Exhibit 4(c) to Indiana Gas Company, Inc.'s Current Report
on Form 8-K dated September 15, 1991 and filed September
25, 1991, to Exhibit 4(b) to Indiana Gas Company, Inc.'s
Current Report on Form 8-K dated December 1, 1992, and
filed December 8, 1992
4-D Officers' Certificate pursuant to Section 301 of the
Indenture dated as of April 5, 1995, is incorporated by
reference to Exhibit 4(a) to Indiana Gas Company, Inc.'s
Current Report on Form 8-K dated and filed April 5, 1995,
and Officers' Certificate pursuant to Section 301 of the
Indenture dated as of November 19, 1997 is incorporated by
reference to Exhibit 4 to Indiana Gas Company, Inc.'s
Report on Form 8-K dated November 19, 1997 and filed
December 5, 1997.
5 Opinion of Barnes & Thornburg with respect to the legality
of the securities registered hereunder
E-1
23-A Consent of Arthur Andersen LLP
23-B Consent of Barnes & Thornburg is included in the opinion
of counsel filed as Exhibit 5
24 Power of Attorney executed by directors and officers on
whose behalf this registration statement was signed