Item 12. Securities Ownership of Certain Beneficial Owners and Management
The Company has one class of capital stock outstanding, consisting as of
November 30, 1999, of 29,804,590 shares of Common Stock without par value. The
number of shares contained in this report reflects adjustments for the
four-for-three stock split, which was approved by the board of directors on July
31, 1998, and became effective on October 2, 1998. The holders of the
outstanding shares of Common Stock are entitled to one vote for each share held
of record on each matter presented to a vote of the shareholders.
In connection with the Company's acquisition of Richmond Gas Corporation
("Richmond") and Terre Haute Gas Corporation ("Terre Haute"), shares of Common
Stock of the Company were issued to certain members of the Anton Hulman, Jr.
family, certain corporations controlled by them, certain trusts established for
their benefit and certain other persons with personal or business relationships
with the family (collectively, the "Hulman Interests"). At November 30, 1999,
the Hulman Interests beneficially owned an aggregate of 3,615,603 shares of the
Company, which comprised 12.13 percent of the Company's outstanding Common
Stock. At November 30, 1999, the following beneficial owners held more than 5
percent of the outstanding Common Stock of the Company, the only class of voting
securities outstanding:
Nature of
Title of Name and Address of Number of Shares Beneficial Percent
Class Beneficial Owner Beneficially Owned Ownership of Class
- --------------------------------------------------------------------------------
Common Hulman & Company 2,113,247 Voting & 7.09%
900 Wabash Avenue Investment
Terre Haute, Indiana 47807
As a result of the attribution to certain persons of shares held by Hulman &
Company, the following persons are deemed to be beneficial owners of more than 5
percent of the outstanding Common Stock of the Company:
Title of Name of Number of Shares Percent of
Class Beneficial Owner Beneficially Owned Class
---------- ---------------- ------------------ --------
Common Mari H. George 2,691,469 9.03%
Common Anton H. George 2,415,603 8.11%
Common Katherine M. George 2,122,133 7.12%
Common Laura L. George 2,415,603 8.11%
Common Nancy L. George 2,123,184 7.12%
Common M. Josephine George 2,119,193 7.11%
The number of shares held beneficially by Mari H. George, Anton H. George,
Katherine M. George, Nancy L. George and M. Josephine George each includes
2,113,247 shares held by Hulman & Company as to which each, as a director of
Hulman & Company, may be deemed to share voting power and investment power. The
number of shares held beneficially by Mari H. George and Anton H. George each
includes 289,864 shares held by Rose-Hulman Institute of Technology
("Rose-Hulman") as to which Anton H. George, as a member of the Investment
Management Committee of the Board of Trustees of Rose-Hulman, and as to which
Mari H. George, as a member of the Board of Trustees, may be deemed to share
voting power and investment power, and as to which each disclaims beneficial
ownership. Laura L. George is the wife of Anton H. George, and the shares listed
for her are those beneficially owned by Mr. George. Laura L. George disclaims
beneficial ownership of all such shares. The information furnished here
regarding beneficial ownership is derived from the Schedule 13D, as amended most
recently on June 29, 1994, filed by the Hulman Interests with the Securities and
Exchange Commission, and Forms 3, 4 and 5 filed through September 30, 1999. The
filing of the Schedule 13D by the Hulman Interests did not affirm the existence
of a "group" within the meaning of Section 13(d)(3) of the Securities Exchange
Act of 1934 or the regulations promulgated under it.
The following table sets forth the number of shares of Common Stock of the
Company beneficially owned by the directors, the chief executive officer, the
five additional named executive officers, and all directors and executive
officers as a group, as of September 30, 1999. Except as otherwise indicated,
each individual has sole voting and investment power with respect to the shares
listed below.
Name of Individuals or Identity of Group Shares Owned Beneficially (1)
---------------------------------------- -----------------------------
ANTHONY E. ARD 27,229 (2)(3)
Indianapolis, Indiana
PAUL T. BAKER 48,471 (2)
Indianapolis, Indiana
CARL L. CHAPMAN 21,054 (2)(4)
Indianapolis, Indiana
NIEL C. ELLERBROOK 49,021 (2)(5)
Indianapolis, Indiana
L. A. FERGER 137,529 (2)(7)
Indianapolis, Indiana
ANTON H. GEORGE 2,415,603 (1)(6)
Indianapolis, Indiana
TIMOTHY M. HEWITT 17,161 (2)(3)(4)
Indianapolis, Indiana
DON E. MARSH 9,287 (6)
Indianapolis, Indiana
WILLIAM G. MAYS 1,395 (6)
Indianapolis, Indiana
J. TIMOTHY MCGINLEY 2,311 (6)
Indianapolis, Indiana
RICHARD P. RECHTER 11,676 (3)(6)
Bloomington, Indiana
JAMES C. SHOOK 57,488 (6)(8)
Lafayette, Indiana
JEAN L. WOJTOWICZ 2,472 (6)
Indianapolis, Indiana
JOHN E. WORTHEN 1,574 (6)
Muncie, Indiana
All directors and executive officers 2,802,271 (1)
as a group (14 persons)
(1) Except for Anton H. George, no director or executive officer owned
beneficially as of September 30, 1999, more than .46 percent of Common
Stock of the Company. Excluding Anton H. George, all directors and
executive officers owned beneficially an aggregate of 386,668 shares or
1.30 percent of Common Stock of the Company outstanding as of that date.
The beneficial ownership by Anton H. George of 2,415,603 shares or 8.11
percent of Common Stock of the Company is discussed above in "Voting
Securities".
(2) Includes shares awarded to Messrs. Ard, Baker, Chapman, Ellerbrook, Ferger
and Hewitt under the Company Executive Restricted Stock Plan, which are
subject to certain transferability restrictions and forfeiture provisions.
(3) Some or all of the shares owned by Messrs. Ard, Hewitt and Rechter are
owned jointly with their wives.
(4) As of May 1, 1998, when he returned to Investments on a full-time basis,
Mr. Chapman resumed his status as a named executive officer of Company.
(5) Includes 1,170 shares held by Mr. Ellerbrook's wife, and he disclaims
beneficial interest therein.
(6) Includes shares granted to non-employee directors under the Company
Directors Restricted Stock Plan, some of which shares are subject to
certain transferability restrictions and forfeiture provisions.
(7) Includes 77,571 shares held in a family limited partnership, in which Mr.
Ferger is a general partner and owns limited partnership interests. Mr.
Ferger shares voting and investment power over these shares with his wife.
(8) Includes 2,000 shares held by Mr. Shook's wife, and he disclaims beneficial
interest therein.
MERGER AND RELATED MATTERS
At the time the merger agreement among SIGCORP, Indiana Energy and Vectren was
executed, Indiana Energy and SIGCORP entered into cross option agreements. See
Item 7 - Other Operating Matters for more information about this merger. The
first, entitled "SIGCORP Inc. Stock Option Agreement" grants an option to
Indiana Energy to purchase 4,702,483 SIGCORP common shares. The SIGCORP Option
Agreement provides for an exercise price of $29.70 per SIGCORP common share. The
second, entitled "Indiana Energy, Inc. Stock Option Agreement" grants an option
to SIGCORP to purchase 5,927,524 Indiana Energy common shares. The Indiana
Energy Option Agreement provides for an exercise price of $22.27 per Indiana
Energy common share. Neither Indiana Energy nor SIGCORP paid any consideration
in connection with the Option agreements other than the execution of the merger
agreement.
The Indiana Energy Option and the SIGCORP Option may be exercised at any time
after the merger agreement becomes terminable as a result of a "Trigger Event."
A Trigger Event is:
1) a material breach of any material representation or warranty or any
covenant or agreement under the merger agreement: or,
2) any one of the following,
the expiration of the merger agreement,
o receipt by a party of a competing bid which the board of
directors of that party determines must, in the exercise of their
fiduciary duties, be accepted,
o failure to obtain shareholder approval of the merger: withdrawal
or modification of the recommendation of the Indiana Energy board
or the SIGCORP board that the shareholders approve the merger,
o the acquisition by a third party of more than 25% of the voting
power of Indiana Energy or SIGCORP: or
o failure to approve replacement executive officers of Vectren if
the officers contemplated by the merger agreement are unable or
unwilling to serve, provided that in each case, Indiana Energy or
SIGCORP fails to reject a third party tender or exchange offer.
Upon exercise of the SIGCORP or the Indiana Energy Option, the exercising
company would own up to 16.6% of the outstanding common shares of the other
company.
The Indiana Energy and SIGCORP Option terminate upon the earliest of
the effective time of the merger;
the termination of the merger agreement for reasons other than a Trigger
Event; or
o 180 days following the termination of the merger agreement upon
or during the continuance of a Trigger Event (or if the option
cannot be exercised at the end of the 180 day period due to legal
action, until ten business days after the impediment is removed,
but in no event later than June 11, 2002).