April 14, 2000
Securities and Exchange Commission
Operations Center
6432 General Green Way
Alexandria, VA 22312-2413
Gentlemen:
We are transmitting herewith Vectren Corporation's
Current Report on Form 8-K for the period ended
March 31, 2000, pursuant to the requirements
of the Securities Exchange Act of 1934.
Very truly yours,
/s/James A.Hummel, II
James A.Hummel, II
JH:tmw
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of
15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported)
March 31, 2000
VECTREN CORPORATION
(Exact name of registrant as specified in its charter)
Indiana 1-15467 35-2086905
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification
No.)
20 N.W. Fourth Street
Evansville, Indiana 47741
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (812)465-5300
N/A
(Former name or address, if changed since last report.)
Item 1. Acquisition or Disposition of Assets
Vectren Corporation (Vectren), the registrant, is an Indiana
corporation organized on June 10, 1999 solely for the
purpose of effecting the merger of Indiana Energy, Inc.
(Indiana Energy) and SIGCORP, Inc. (SIGCORP) with and into
Vectren and carrying on the combined business of Indiana
Energy and SIGCORP. On March 31, 2000 the merger of Indiana
Energy with SIGCORP and into Vectren was completed. The merger
was a tax-free exchange of stock and is being accounted for
as a pooling of interests. Each outstanding common share,
no par value of Indiana Energy was converted into one share
of the common stock, no par value, of Vectren, and each
outstanding common share of SIGCORP was converted into 1.333
common shares of Vectren.
Indiana Energy was a public utility holding company with
subsidiaries and affiliates engaged in natural gas
distribution, gas portfolio administrative services and
marketing of natural gas, electric power and related
services. As a result of the merger, each of Indiana
Energy's 14 former subsidiaries is now a subsidiary of
Vectren.
SIGCORP was a public utility holding company with
subsidiaries engaged in the production, transmission and
distribution of electric energy, the distribution and sale
of natural gas and related services. As a result of the
merger, each of SIGCORP's 11 former subsidiaries is now a
subsidiary of Vectren.
Indiana Gas Company, Inc. (Indiana Gas) and Southern Indiana
Gas and Electric Company (SIGECO) are the primary subsidiaries
of Vectren. Both are operating public utilities. Indiana
Gas provides gas utility service in central and southern
Indiana. In 1999 Indiana Gas supplied gas to 500,000
residential, small commercial and contract (large commercial
and industrial) customers in 311 communities in 49 of 92
counties in the state of Indiana. SIGECO provides
generation, transmission, distribution and sale of electric
power and the distribution and sale of natural gas in
southwestern Indiana. In 1999 SIGECO supplied electric
power to approximately 125,000 customers in Evansville,
Indiana and 74 other cities, towns, communities and adjacent
rural areas. Wholesale electric power was supplied to five
communities. Gas was supplied to approximately 108,000
customers in Evansville, Indiana and 64 nearby communities
and their environs.
Item 7. Financial Statements and Exhibits
7(a) and 7(b). The financial statements and pro forma
financial information required by Items 7(a) and 7(b) have
been previously reported (as defined in Rule 12b-2 under the
Securities and Exchange Act of 1934).
Exhibit Description
Number
2.1 Agreement and Plan of Merger dated June 11, 1999,
among Indiana Energy, Inc., SIGCORP, Inc. and Vectren
Corporation (Incorporated by reference to Exhibit 2
to the Current Report on Form 8-K of Indiana Energy,
Inc. (Commission file number 1-09091) filed June 15,
1999).
4.1 Amended and Restated Articles of Incorporation of
Vectren Corporation effective March 31, 2000.
4.2 Amended and Restated Bylaws of Vectren effective
March 31, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
VECTREN CORPORATION
April 14, 2000
By: /s/ Ronald E. Christian
Ronald E. Christian
Senior Vice President,
General Counsel and Secretary