June 28, 2000
Securities and Exchange Commission
Operations Center
6432 General Green Way
Alexandria, VA 22312-2413
Gentlemen:
We are transmitting Form 11-K Annual Report for the
retirement savings plan for Indiana Energy, Inc.
for the fiscal year ended December 31, 1999, pursuant to
Section 15(d) of the Securities Exchange Act of 1934.
Very truly yours,
/s/Joseph E. Rosebrock
Joseph E. Rosebrock
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the Securities Exchange
Act of 1934 For the Fiscal Year Ended
December 31, 1999
A. Full Title of the Plan and the Address of the Plan, if
Different from that of the Issuer named below:
Indiana Energy, Inc.
Retirement Savings Plan
1630 North Meridian Street
Indianapolis, IN 46202
B. Name of issuer of the Securities Held Pursuant to the
Plan and the Address of its Principal Executive Officer:
Indiana Energy, Inc.
1630 North Meridian Street
Indianapolis, IN 46202
ITEM 1 - Changes in the Plan
Effective October 1, 1997, Indiana Energy, Inc.
became the sponsor, replacing Indiana Gas Company,
Inc.
ITEM 2 - Changes in Investment Policy
None
ITEM 3 - Contributions Under the Plan
None
ITEM 4 - Participating Employees
Approximately 1,249 employees were participants
in the Plan at December 31, 1999.
ITEM 5 - Administration of the Plan
(a) The following table sets forth the
names of the persons who administer the Plan
and all positions or offices held with the
issuer, Indiana Energy, Inc. (IEI) and
affiliated companies. Each person acts as a
member of the Plan Committee and has an
address at 1630 North Meridian Street,
Indianapolis, Indiana 46202.
Positions or Officers with
Name issuer or Affiliate
Niel C. Ellerbrook President & Chief Executive
Officer of IEI and IGC and
President of IEI Services
Paul T. Baker Executive Vice President
& Chief Operating Officer of IGC
Steven M. Schein Vice President and Treasurer of
IEI, IGC and IEI Services
Thomas J. Zabor Vice President of Human
Resources of IEI Services
As of December 31, 1999, the trust fund was
managed by T. Rowe Price, as trustee.
(b) The members of the Plan committee
received no compensation from the Plan for
Services as members of the Plan Committee
during the fiscal year ended December 31,
1999. See Item 6(b) for information
concerning compensation of the trustee.
ITEM 6 - Custodian of Investments
(a) Since July 1, 1995, T. Rowe Price, P.O.
Box 17215, Baltimore, MD 21297-0354, has acted
as custodian of the securities and
other investments of the Plan.
(b) Not Applicable
(c) Custodian is exempt under ERISA from
having to furnish
any bond in connection with the custody of
security investments or other assets of the
Plan.
ITEM 7 - Reports to Participating Employees
Employees participating in the plan receive
annual summaries of the operations of the Plan
(including financial data) and quarterly
statements of participant accounts reflecting
account balances, contributions to the
account, and earnings for the account.
ITEM 8 - Investment of Funds
(a) (1) Not Applicable
(b) (2) Not Applicable
(c) Not Applicable
ITEM 9 - Financial Statements and Exhibits
(a) The following financial statements are
included in this Form 11-k:
Report of Independent Public Accountants
Statement of Net Assets Available for Benefits as
of December 31,1999
Statement of Net Assets Available for Benefits as
of December 31,1998
Statement of Changes in Net Assets Available for
Benefits for the year ended December 31, 1999
Statement of Changes in Net Assets Available for
Benefits for the year ended December 31, 1998
Notes to Financial Statements
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Plan committee has duly caused this annual
report to be signed by the Undersigned thereunto duly
authorized.
INDIANA ENERGY, INC.
RETIREMENT SAVINGS PLAN
By: The Plan Committee
as Plan Administrator
/s/Niel C. Ellerbrook
Niel C. Ellerbrook
/s/Paul T. Baker
Paul T. Baker
/s/Steven M. Schein
Steven M. Schein
/s/Thomas J. Zabor
Thomas J. Zabor
Date: June 28, 2000
INDIANA ENERGY, INC.
===================
RETIREMENT SAVINGS PLAN
========================
AS OF DECEMBER 31, 1999 AND 1998
TOGETHER WITH
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
INDIANA ENERGY, INC.
RETIREMENT SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
Page
Report of Independent Public Accountants 1
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available
for Benefits 3
Notes to Financial Statements 4-7
Item 27a - Schedule of Assets Held for 8
Investment Purposes
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Vectren Corporation
Investment Committee:
We have audited the accompanying statements of net assets
available for benefits of the INDIANA ENERGY, INC.
RETIREMENT SAVINGS PLAN as of December 31, 1999 and 1998,
and the related statements of changes in net assets
available for benefits for the years then ended. These
financial statements and the schedule referred to below are
the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial
statements and the schedule based on our audits.
We conducted our audits in accordance with auditing
standards generally accepted in the United States. Those
standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for benefits of the Plan as of December 31, 1999
and 1998, and the changes in net assets available for
benefits for the years then ended, in conformity with
accounting principles generally accepted in the United
States.
Our audits were made for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
supplemental schedule of assets held for investment purposes
is presented for the purpose of additional analysis and is
not a required part of the basic financial statements but is
supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974.
The supplemental schedule has been subjected to the auditing
procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial
statements taken as a whole.
ARTHUR ANDERSEN LLP
Indianapolis, Indiana,
June 13, 2000.
INDIANA ENERGY, INC.
RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1999 AND 1998
1999 1998
ASSETS:
Investments, at market value (Note 2)-
Indiana Energy, Inc. Common Stock Fund $25,585,771 $34,383,457
Common Trust Fund 9,176,232 9,502,871
Mutual Funds 37,328,943 32,132,982
Participants' loans 2,534,279 2,546,711
----------- -----------
Total investments 74,625,225 78,566,021
Receivables-
Employer contribution 27,042 901,227
Employee contributions 62,110 -
----------- -----------
Total receivables 89,152 901,227
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $74,714,377 $79,467,248
=========== ==========
[FN]
The accompanying notes are an integral part of these statements.
</FN>
INDIANA ENERGY, INC.
RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
1999 1998
ADDITIONS:
Investment income-
Interest income $ 224,930 $ 248,495
Dividend income 4,277,932 3,436,186
Unrealized appreciation (7,316,858) 2,233,694
(depreciation) of investments
Realized loss on investments (567,993) (215,176)
Other income (expense), net 86 25,722
----------- -----------
Total investment income (3,381,903) 5,728,921
Contributions-
Employee 3,119,696 2,975,113
Employer 1,355,598 2,156,356
----------- -----------
Total contributions 4,475,294 5,131,469
DEDUCTIONS:
Distribution of benefits to participants (5,846,262) (5,684,389)
----------- -----------
Net increase (decrease) (4,752,871) 5,176,001
NET ASSETS AVAILABLE FOR PLAN BENEFITS
Beginning of year 79,467,248 74,291,247
----------- ----------
End of year $74,714,377 $79,467,248
=========== ===========
[FN]
The accompanying notes are an integral part of these statements.
</FN>
INDIANA ENERGY, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
a. General
The Retirement Savings Plan (the Plan) sponsor is Indiana
Energy, Inc. (the Company). The Plan is a defined
contribution plan subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA") as amended.
The Company serves as the plan administrator. An Investment
Committee (Plan Committee) has been appointed by the Board
of Directors of the Company to administer the Plan. Further
details of the Plan are provided in the Summary Plan
Description which has been distributed to all plan
participants.
On March 31, 2000, Indiana Energy, Inc. and SIGCORP, Inc.
completed a merger to form a new holding company named
Vectren Corporation (Vectren). As provided for in the
merger agreement, Indiana Energy, Inc. shareholders received
one share of Vectren common stock for each share of Indiana
Energy, Inc. held at the March 31, 2000 closing date.
SIGCORP, Inc. shareholders received 1.333 shares of Vectren
common stock for each share of SIGCORP, Inc. held at the
March 31, 2000 closing date.
As a result of the merger, shares of Indiana Energy, Inc.
held by the Plan in the Indiana Energy, Inc. Common Stock
Fund were converted on a one for one basis into shares of
Vectren. On March 31, 2000, the Plan was converted to the
Vectren Corporation Retirement Savings Plan. However, there
have been no modifications to plan provisions.
As a result of the merger, the Indiana Energy Inc.
Investment Committee was renamed the Vectren Corporation
Investment Committee. The Vectren Corporation Investment
Committee will administer the Plan.
b. Participation
Effective January 1, 1999, participation in the Plan will be
limited to those employees age twenty-one (21) or older who
have completed at least one hour of service and are expected
to complete 1,000 hours of service during their first 12
months of employment. Employees under the age of 21 will be
eligible to enter on April 1 or October 1 upon meeting the
age and hour requirements listed above. Employees covered
by a collective bargaining agreement become eligible to
participate upon the completion of one year of service or
are employed for six months, whichever occurs first, and,
have attained the age of twenty-one (21). Each
participant's account is adjusted daily for contributions,
withdrawals, distributions, income earned, changes in the
value of trust fund assets and expenses directly related to
investment transactions.
c. Contributions and Vesting
Plan participants may elect to contribute up to 19% of their
eligible compensation. All participants' contributions are
fully vested. The Company matches 100% of the first 6% of
eligible compensation contributed by employees. Company
contributions become fully vested after a participant has
completed five years of service. Participants may also
contribute any unused flexible benefit dollars to the Plan
with the Company matching this contribution at 50%.
Flexible benefit dollars become available for contribution
into the Plan when they are not used by the participant to
purchase various non-retirement benefits provided by the
Company.
Contributions are subject to maximum limitations as defined
in the Internal Revenue Code (the Code) and are invested in
5% increments in the Indiana Energy, Inc. Common Stock Fund
and the seven T. Rowe Price Mutual funds as directed by
participants.
d. Distributions
Upon termination, a participant has the option to receive a
lump sum distribution or periodic installments over a period
not to exceed 10 years. If a lump sum is received, the
participant may defer immediate taxation by rolling over the
amount into a qualified plan or an individual retirement
account (IRA). Also, if a lump sum distribution is
received, the participant or beneficiary may elect to
receive investments in the Indiana Energy, Inc. Common Stock
Fund in whole shares with fractional shares paid in cash.
Effective January 1, 1993, the Unemployment Compensation
Amendments Act of 1992 requires income tax withholding at a
rate of 20% for any eligible rollover distribution that is
not directly transferred to another qualified plan or IRA
before reaching normal retirement age of 65. This
withholding requirement may not be waived by the participant
receiving the distribution. Distributions made to
participants who have reached age 70-1/2 are not subject to
the 20% withholding requirement.
e. Forfeited Accounts
At December 31, 1999 and 1998, forfeited nonvested accounts
totaled approximately $87,300 and $88,400, respectively.
These accounts will be used to reduce future employer
contributions. Also, employer contributions were reduced by
approximately $32,000 and $-0- from forfeited, nonvested
accounts in 1999 and 1998, respectively.
f. Participant Loans
The Plan allows eligible participants to borrow up to 50% of
the vested amount of their account with a minimum borrowing
of $1,000. Each loan shall bear interest at a rate
determined by the plan committee and is secured by the
participant's remaining balance in his/her account. The
term of the loan is mutually agreed upon by the plan
committee and the participant. The loan repayment period
shall not exceed 5 years, except in instances where the loan
proceeds were used to acquire the principal residence of the
participant.
A participant may have no more than one loan outstanding at
any point in time. Loan payments, both principal and
interest, shall be reapplied to the participant's account
and reinvested in the applicable fund based on the
participant's current election. At December 31, 1999 and
1998, there were 302 and 340 participant loans outstanding,
respectively.
g. Party-in-Interest Transactions
Certain Plan investments are shares of mutual funds managed
by T. Rowe Price. T. Rowe Price is the trustee as defined
by the Plan and, therefore, these transactions qualify as
party-in-interest transactions. Investment management fees
paid by the Plan for investment management services amounted
to $4,000 and $3,900 for the year ended December 31, 1999
and 1998, respectively, and are included in other income
(expense) in the accompanying Statements of Changes in Net
Assets Available for Benefits.
h. Plan Termination
While it has not expressed any intention to do so, the
Company has the right to terminate the Plan subject to the
provisions of ERISA. Upon partial or total termination of
the Plan, the participants' accounts shall become fully
vested and nonforfeitable.
i. Trustee Fees and Administrative Costs
Trustee fees and recordkeeping costs are paid by the
Company.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Basis of Accounting
Account records maintained by the Trustee are on the cash
basis. The accompanying financial statements have been
prepared on an accrual basis.
b. Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of net assets available for benefits and changes
therein. Actual results could differ from those estimates.
c. Investments
Investments are stated at current market value (see Schedule
I). Investment transactions are reported on the trade date.
The following presents investments that represent 5% or more
of the Plan's net assets.
December 31,
---------------------------
1999 1998
Indiana Energy, Inc. Common Stock Fund $25,585,771 $34,383,457
T. Rowe Price-
Stable Value Common Trust Fund 9,176,232 9,502,871
Equity Income Fund 13,539,000 13,605,456
Balanced Fund 8,808,720 7,977,911
New Horizons Fund 4,176,322 2,972,385
Equity Index 500 Fund 6,659,535 4,607,178
During 1999 and 1998, the Plan's investments (including
gains and losses on investments bought and sold, as well as
held during the year) appreciated (depreciated) in value by
$(7,814,975) and $2,018,518, respectively, as follows:
1999 1998
Mutual Funds $ 1,904,647 $2,105,555
Indiana Energy, Inc.
Common Stock Fund (9,789,498) (87,037)
----------- ----------
$(7,884,851) $2,018,518
=========== =========
d. Adoption of Statement of Position 99-3
The Accounting Standards Executive Committee issued
Statement of Position ("SOP") 99-3, "Accounting for and
Reporting of Certain Defined Contribution Plan Investments
and Other Disclosure Matters," which eliminates the
requirement for a defined contribution plan to disclose
participant-directed investment programs. SOP 99-3 was
adopted for the 1999 financial statements and, as such, the
1998 financial statements have been reclassified to
eliminate the participant-directed fund investment program
disclosures.
3. TAX STATUS
The Company has made certain amendments to the Plan since
receiving its last determination letter, dated April 19,
1996, in which the Internal Revenue Service (IRS) stated
that the Plan, as then designed, was in compliance with the
applicable requirements of the Internal Revenue Code (IRC).
In the opinion of the Plan Committee, the Plan is currently
designed and continues to operate in a manner that qualifies
it under IRC Section 401(a) and, therefore, is exempt from
income taxes under the provisions of IRC Section 501(a).
Accordingly, no provision for Federal income taxes has been
made.
SCHEDULE I
INDIANA ENERGY, INC.
RETIREMENT SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
EIN (35-1654378)
Market Value
INVESTMENTS:
*Indiana Energy, Inc. Common Stock Fund $25,585,771
*T. Rowe Price-
Stable Value Common Trust Fund 9,176,232
Equity Income Fund 13,539,000
Balanced Fund 8,808,720
International Stock Fund 2,220,027
New Horizons Fund 4,176,322
Equity Index 500 Fund 6,659,535
Spectrum Growth Fund 1,925,339
Participants' loans, interest ranging 2,534,279
from 7.0% to 10.0%
-----------
$74,625,225
===========
* Represents parties-in-interest to the Plan.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report dated June 23, 2000, included in
this Form 11-K, into Indiana Energy, Inc.'s previously filed
Registration Statement File No. 333-89221.
ARTHUR ANDERSEN LLP
Indianapolis, Indiana,
June 28, 2000.