As Filed with the Securities and Exchange Commission on April 1, 2003
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
VECTREN CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Indiana
(State or Other Jurisdiction of Incorporation or Organization)
35-2086905
(I.R.S. Employer Identification Number)
SOUTHERN INDIANA GAS AND
VECTREN UTILITY HOLDINGS, INC. ELECTRIC COMPANY
(Exact Name of Registrant as (Exact Name of Registrant as
Specified in its Charter) Specified in its Charter)
Indiana Indiana
(State or Other Jurisdiction of (State or Other Jurisdiction of
Incorporation or Organization) Incorporation or Organization)
35-2104850 35-0672570
(I.R.S. Employer Identification (I.R.S. Employer Identification
Number) Number)
INDIANA GAS COMPANY, INC. VECTREN ENERGY DELIVERY OF OHIO, INC.
(Exact Name of Registrant as (Exact Name of Registrant as
Specified in its Charter) Specified in its Charter)
Indiana and Ohio Ohio
(State or Other Jurisdiction of (State or Other Jurisdiction
Incorporation or Organization) Incorporation or Organization)
35-0793669 35-2107003
(I.R.S. Employer Identification (I.R.S. Employer Identification
Number) Number)
20 N.W. Fourth Street
Evansville, Indiana 47708
(812) 491-4000
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
----------------
Ronald E. Christian
Senior Vice President, General Counsel
and Secretary of Vectren Corporation and
Senior Vice President and Secretary of
Vectren Utility Holdings, Inc., Indiana Gas Company, Inc.,
Southern Indiana Gas and Electric Company and
Vectren Energy Delivery of Ohio, Inc.
20 N.W. Fourth Street
Evansville, Indiana 47708
(812) 491-4000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
COPIES TO:
Catherine L. Bridge
Barnes & Thornburg
11 South Meridian Street
Indianapolis, Indiana 46204
(317) 236-1313
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
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, please check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 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. / /
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CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price per aggregate offering Amount of
securities to be registered(1) registered (2)(3) unit (3) price (3) registration fee
VECTREN CORPORATION
Common stock, no par value, and
common stock purchase rights (4) $150,000,000
VECTREN UTILITY HOLDINGS, INC.
Debt securities(5) $200,000,000
INDIANA GAS COMPANY, INC.
Guarantee of debt securities (6)(7)
SOUTHERN INDIANA GAS AND
ELECTRIC COMPANY
Guarantee of debt securities (6)(7)
VECTREN ENERGY DELIVERY OF OHIO, INC.
Guarantee of debt securities (6)(7)
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Total $350,000,000 $350,000,000 $28,315
(1) Any securities registered on this Registration Statement may be sold
separately or as units with other securities registered on this
Registration Statement and may include hybrid securities, including a
combination of features of certain of the securities listed below.
(2) Estimated in accordance with Rule 457(o) solely for the purpose of
calculating the registration fee. Such amount as shall result in an
aggregate offering price for all Common Stock of Vectren Corporation not to
exceed $150,000,000 and debt securities of Vectren Utility Holdings, Inc.
not to exceed $200,000,000.
(3) Not specified as to each class of securities pursuant to General
Instruction II(D) of Form S-3 under the Securities Act of 1933, as amended.
(4) No additional consideration will be paid for the common stock purchase
rights.
(5) If any debt securities are issued at a discount, then the aggregate initial
offering price as so discounted shall not exceed $200,000,000,
notwithstanding that the principal amount of such debt securities may
exceed such amount.
(6) No separate consideration will be paid for the guarantees.
(7) This registration statement is deemed to include the obligations under
guarantees by Indiana Gas Company, Inc., Southern Indiana Gas and Electric
Company and Vectren Energy Delivery of Ohio, Inc. as described herein.
------------------------
The registrants hereby amend this registration statement on such date or dates
as may be necessary to delay its effective date until the registrants shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until this registration statement shall
become effective on such date as the commission, acting pursuant to said Section
8(a), may determine.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities, and we are not soliciting offers to buy these
securities in any jurisdiction where the offer or sale is not permitted.
PROSPECTUS
Subject to Completion,
Preliminary Prospectus dated March 31, 2003
$150,000,000
VECTREN CORPORATION
Common Stock
(and Common Stock Purchase Rights)
$200,000,000
VECTREN UTILITY HOLDINGS, INC.
Debt Securities
SOUTHERN INDIANA GAS AND INDIANA GAS COMPANY, INC.
ELECTRIC COMPANY Guarantee of Debt Securities
Guarantee of Debt Securities
VECTREN ENERGY DELIVERY
OF OHIO, INC.
Guarantee of Debt Securities
o Vectren Corporation may offer from time to time up to $150,000,000 of its
common stock.
The common stock of Vectren Corporation is listed on the New York Stock
Exchange under the symbol "VVC".
o Vectren Utility Holdings, Inc. a wholly owned subsidiary of Vectren
Corporation, may offer from time to time up to $200,000,000 of its
non-convertible investment grade debt securities, guaranteed by each of its
wholly owned subsidiaries, Southern Indiana Gas and Electric Company,
Indiana Gas Company, Inc. and Vectren Energy Delivery of Ohio, Inc.
o We may sell the securities through agents, to or through underwriters, or
through dealers, directly by us to purchasers or through a combination of
these methods for sale. See "Plan of Distribution" for more information.
o We will provide the specific terms of these securities in supplements to
this prospectus.
o You should read this prospectus and the applicable prospectus supplement
relating to the specific offering of securities carefully before you
invest.
o This prospectus may not be used to sell securities unless accompanied by a
prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined that
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
----------------------
The date of this prospectus is __________ ____, 2003
TABLE OF CONTENTS
About this Prospectus...................................................... 1
Forward-Looking Statements................................................. 2
Vectren Corporation and Subsidiary Companies............................... 3
Use of Proceeds............................................................ 4
Ratio of Earnings to Fixed Charges......................................... 4
Description of Stock....................................................... 5
Description of the Debt Securities......................................... 7
Plan of Distribution.......................................................19
Legal Matters..............................................................20
Experts....................................................................20
Where You Can Find More Information........................................20
Incorporation of Information We File with the SEC..........................20
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3 that we
filed with the Securities and Exchange Commission utilizing a "shelf"
registration process. Under this shelf process, Vectren Corporation may from
time to time sell shares of its common stock in one or more offerings up to an
initial offering price of $150,000,000, and Vectren Utility Holdings, Inc. may
from time to time sell debt securities in one or more offerings up to an initial
offering price of $200,000,000. This prospectus provides you with a general
description of the securities we may offer. Each time we sell any securities
under this prospectus, we will provide a prospectus supplement that will contain
specific information about the terms of that offering. Material U.S. federal
income tax considerations applicable to the offered securities will also be
discussed in the applicable prospectus supplement. The prospectus supplement may
also add, update or change information contained in this prospectus. If the
descriptions of the applicable securities vary between this prospectus and the
prospectus supplement, you should rely on the information in the prospectus
supplement. You should read both this prospectus and the related prospectus
supplement together with additional information described below under the
heading "Where You Can Find More Information" and "Incorporation of Information
We File with the SEC."
You should rely only on the information contained or incorporated by
reference in this prospectus or the related prospectus supplement. We have not
authorized anyone to provide you with different or additional information. If
anyone provides you with different or additional information, you should not
rely on it. We are not making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information contained in this prospectus is accurate only as of the date on
the cover page of this prospectus, and that the information contained in
documents incorporated by reference in this prospectus is accurate only as of
the date of those documents. Our business, financial condition, results of
operations and prospects may have changed since those dates.
----------------
Unless otherwise indicated, the terms "we," "us" and "our" refer to Vectren
Corporation and, where appropriate, our subsidiary companies.
FORWARD-LOOKING STATEMENTS
Statements contained or incorporated by reference in this prospectus
regarding future events and developments are "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933. Forward-looking
statements are based on management's beliefs as well as assumptions made by, and
information currently available to, management. Because those statements are
based on expectations and not historical facts, actual results may differ
materially from those projected in the particular statements. Important factors
that could cause future results to differ include those listed under "Risk
Factors" and the following:
o Weather conditions;
o The federal and state regulatory environment, including changes in
rate-setting and cost-recovery policies, environmental regulations,
tax or accounting matters and other laws and regulations to which we
are subject;
o The economic climate, including inflation rates and monetary policies;
o Unusual or unanticipated changes in normal business operations,
including unusual maintenance or repairs;
o Fluctuation in supply, demand, transmission capacity and prices for
energy commodities;
o Customer growth within our service territories and changes in
customers' usage patterns and energy preferences;
o Financial market conditions, including changes in availability of
capital or interest rate fluctuations;
o Our ability to carry out our marketing and sales plans, along with the
ability to realize synergies associated with our merger and investment
strategies;
o The performance of projects undertaken by our nonregulated businesses
and the success of efforts to invest in and develop new opportunities,
including, but not limited to, the realization of Section 29 income
tax credits and our coal mining, gas marketing and broadband
strategies;
o Employee workforce factors, including changes in collective bargaining
unit agreements, strikes or work stoppages; and
o Direct or indirect effects on our business, financial condition or
liquidity resulting from a change in our credit ratings.
These and other matters are difficult to predict and many are beyond our
control, including those we discuss in this prospectus and our filings with the
Securities and Exchange Commission. Accordingly, you should not rely on the
accuracy of predictions contained in forward-looking statements. These
statements speak only as of the date of this prospectus or, in the case of
documents incorporated by reference, as of the date of those documents, and we
undertake no obligation to update these statements in the future.
VECTREN CORPORATION and
Subsidiary Companies
Vectren Corporation ("Vectren") is an energy and applied technology holding
company headquartered in Evansville, Indiana. Our operations began on March 31,
2000 through the combination of two Indiana-based companies, Indiana Energy,
Inc. ("Indiana Energy") and SIGCORP, Inc. ("SIGCORP"). On October 31, 2000, we
acquired the natural gas distribution assets of the Dayton Power and Light
Company, located in West Central Ohio (the "Ohio operations"). We segregate our
businesses into regulated, which includes gas and electric utility services,
nonregulated, and corporate and other business segments. We are a public utility
holding company. Our wholly owned subsidiary, Vectren Utility Holdings, Inc.
("Utility Holdings"), is the intermediate holding company for our three
operating public utilities: Indiana Gas Company, Inc. ("Indiana Gas"), formerly
a wholly owned subsidiary of Indiana Energy, Southern Indiana Gas and Electric
Company ("Southern Indiana Gas"), formerly a wholly owned subsidiary of SIGCORP,
and the Ohio operations.
o Indiana Gas provides natural gas distribution and transportation
services to a diversified customer base in 311 communities in 49 of
Indiana's 92 counties.
o Southern Indiana Gas provides electric generation, transmission, and
distribution services to 8 counties in southwestern Indiana, including
Evansville, and participates in the wholesale power market. Southern
Indiana Gas also provides natural gas distribution and transportation
services to 10 counties in southwestern Indiana, including Evansville.
o The Ohio operations provide natural gas distribution and
transportation services to 17 counties in west central Ohio, including
Dayton. The Ohio operations are owned as a tenancy in common by
Vectren Energy Delivery of Ohio, Inc. ("Vectren of Ohio"), a wholly
owned subsidiary (53% ownership), and Indiana Gas (47% ownership).
We are also involved in nonregulated activities in three primary business
areas: Coal Mining, Energy Marketing and Services, and other businesses.
o Coal Mining mines and sells coal to our utility operations and to
other parties and generates Internal Revenue Service ("IRS") Code
Section 29 investment tax credits relating to the production of
coal-based synthetic fuels.
o Energy Marketing and Services provides natural gas and fuel supply
management to our utility operations and to other parties and engages
in performance-based energy contracting services.
o In addition, the nonregulated group has investments in other
businesses that invest in energy-related opportunities and provide
utility infrastructure services, broadband communications services,
municipal broadband consulting, retail services and real estate and
leveraged lease investments.
Vectren was incorporated under the laws of Indiana on June 10, 1999;
Utility Holdings was incorporated under the laws of Indiana on March 31, 2000;
Indiana Gas was incorporated under the laws of Indiana on July 16, 1945 and
under the laws of Ohio on June 7, 2000; Southern Indiana Gas was incorporated
under the laws of Indiana on June 10, 1912; and Vectren of Ohio was incorporated
under the laws of Ohio on November 29, 1999. Our corporate offices are located
at 20 N.W. Fourth Street, Evansville, Indiana 47708. Our telephone number is
(812) 491-4000.
USE OF PROCEEDS
Unless the prospectus supplement indicates otherwise, we will use the net
proceeds we receive from the sale of the securities described in this prospectus
for general corporate purposes, which may include reducing outstanding
short-term debt obligations (including debt incurred through our commercial
paper program), financing future acquisitions, financing the development and
construction of new facilities, additions to working capital, reductions of the
indebtedness of our subsidiaries, and financing of capital expenditures. We may
invest funds not immediately required for such purposes in short-term investment
grade securities. The amount and timing of sales of the securities described in
this prospectus will depend on market conditions and the availability to us of
other funds.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios of earnings to fixed
charges for Utility Holdings for the periods indicated. This information has
been restated to reflect the reorganization of Indiana Gas and Southern Indiana
Gas into subsidiary companies of Utility Holdings.
Fiscal Year Ended December 31,
-----------------------------------------------------------------------
2002 2001 2000(1) 1999 1998
---- ---- ------- ---- ----
Ratio of Earnings to Fixed Charges 3.1x 1.8x 2.8x 4.0x 3.8x
-------------------------------
(1) Includes two months of the Ohio operations.
For the purpose of computing these ratios, earnings consist of pretax net
income before income (losses) from equity investees, fixed charges, and less
preferred stock dividends of a consolidated subsidiary. Fixed charges consist of
total interest, amortization of debt discount, premium and expense, the
estimated portion of interest implicit in rentals and preferred stock dividends
of a consolidated subsidiary. The ratio of earnings to fixed charges for fiscal
2000, excluding merger-related costs of $44.1 million, would have been 3.7x. In
June 2001, Utility Holdings began implementing a restructuring plan to eliminate
administrative and supervisory positions in its utility operations and corporate
office. The ratio of earnings to fixed charges for the fiscal year ended
December 31, 2001, excluding merger related costs of $12.4 million and
restructuring-related charges of $15.0 million, would have been 2.2x.
DESCRIPTION OF STOCK
General
We may issue common stock from time to time. The total amount of authorized
capital stock of Vectren is 480,000,000 shares of common stock and 20,000,000
shares of preferred stock. As of March 24, 2003, 68,070,500 shares of common
stock and no shares of preferred stock were issued and outstanding. The
following summary highlights the material provisions of our Articles of
Incorporation, our bylaws and the Indiana Business Corporation Law ("IBCL")
relating to our capital stock. You should read our articles, our bylaws and the
applicable provisions of the IBCL.
Board of Directors
Our Articles and bylaws contain provisions that are intended to enhance the
likelihood of continuity and stability in the composition of our board of
directors and which may have the effect of delaying, deferring, or preventing a
future takeover or change in control of Vectren unless the takeover or change in
control is approved by the board. The Articles provide for a minimum of one and
a maximum of sixteen members of the board, the actual number to be specified by
the bylaws, which currently set the number of directors at thirteen. The
Articles also provide that the bylaws may provide for classes of directors. In
accordance therewith, there are currently three classes of directors on the
board. Notice of nominations of persons to the board may be made by our
shareholders and must be sent to us not less than 90 nor more than 120 days
before the meeting at which directors will be elected.
Common Stock
Dividends and Rights upon Liquidation
The holders of our outstanding common stock are entitled to receive
dividends out of assets legally available at the time and in the amounts as the
board of directors may from time to time determine. Our common stock is not
convertible or exchangeable into other securities, and the holders of common
stock have no preemptive or subscription rights to purchase any of our
securities. Upon our liquidation, dissolution or winding up, the holders of our
common stock are entitled to receive pro rata the assets of Vectren which are
legally available for distribution, after payment of all of our debts and other
liabilities and subject to the prior rights of holders of any preferred stock
then outstanding.
Voting Rights
Each outstanding share of our common stock is entitled to one vote on all
matters submitted to a vote of our shareholders. Except as otherwise required by
law or our Articles, the holders of our common stock vote together on all
matters submitted to a vote of the shareholders, including the election of
directors. The bylaws provide that the representation, in person or by proxy, of
a majority of the stock outstanding and entitled to vote at a meeting of
shareholders constitutes a quorum for conducting business. The Articles provide
that the following actions may be taken only with the affirmative vote of
holders of 80% of the combined voting power of our outstanding stock entitled to
vote:
o removal for cause of a director;
o amendment or repeal of the provision regarding director removal for
cause; and
o certain business combinations unless the business combination is
approved by a majority of continuing directors or the business
combination satisfies a fair price test.
A "continuing director" means any member of the board who is unaffiliated with
the other party to a business combination which is the beneficial owner of more
than 10% of the voting power of our stock and who was a member of the board
prior to the time that such other party to a business combination became the
beneficial owner of more than 10% of the voting power of our stock, and any
successor of a continuing director who is unaffiliated with the other party to a
business combination and is recommended to succeed a continuing director by a
majority of continuing directors then on the board.
Advance Notice of Shareholder Business; Special Meetings of Shareholders
Notice of any business proposed by a Vectren shareholder to be conducted at
any meeting of shareholders must be sent to us not less than 90 nor more than
120 days before the meeting at which the business is conducted. The board or our
Chief Executive Officer may call special meetings of our shareholders. Our
shareholders have no right to call a special meeting of the shareholders or to
amend the bylaws.
Our shares of common stock are traded on the New York Stock Exchange under
the symbol "VVC." The transfer agent and registrar for Vectren's common stock is
National City Bank.
Preferred Stock
The board may, without further action by our shareholders, from time to
time, direct the issuance of preferred stock in series and may, at the time of
issuance, determine the rights, preferences and limitations of each series.
Satisfaction of any dividend preferences of outstanding preferred stock would
reduce the amount of funds available for the payment of dividends on our common
stock. Holders of preferred stock may be entitled to receive a preference
payment in the event of any liquidation, dissolution or winding-up of Vectren
before any payment is made to the holders of our common stock. The issuance of
preferred stock may render more difficult or tend to discourage a merger, tender
offer or proxy contest, the assumption of control by a holder of a large block
of our securities or the removal of incumbent management. The board, without
shareholder approval, may issue preferred stock with voting and conversion
and/or exchange rights, which could adversely affect the holders of our common
stock. There are no shares of preferred stock outstanding.
Shareholder Rights Agreement
The board has adopted a Shareholder Rights Agreement which is generally
designed to deter coercive takeover tactics and to encourage all persons
interested in potentially acquiring control of Vectren to treat each shareholder
on a fair and equal basis. Under the Shareholder Rights Agreement, the board has
declared a dividend distribution of one right for each outstanding share of our
common stock. A right will attach to each common share we issue. Each right
entitles the holder to purchase from us one share of common stock at a price of
$65.00 per share (subject to adjustment to prevent dilution). Initially, the
rights will not be exercisable. The rights become exercisable 10 days following
a public announcement that a person or group of affiliated or associated persons
(a "Vectren acquiring person") has acquired beneficial ownership of 15% or more
of the outstanding shares of our common stock (or a 10% acquiror who is
determined by our board to be an adverse person), or 10 days following the
announcement of an intention to make a tender offer or exchange offer the
consummation of which would result in any person or group becoming a Vectren
acquiring person. Our Shareholder Rights Agreement expires October 25, 2009.
Indiana Statutes
The IBCL limits some transactions between an Indiana company and any person
who acquires 10% or more of the company's common stock (an "interested
shareholder"). During the five-year period after the acquisition, an interested
shareholder cannot enter into a business combination with the company unless,
before the interested shareholder acquired the common stock, the board of
directors of the company approved the acquisition of common stock or approved
the business combination. After the five-year period, an interested shareholder
can enter into only the following three types of business combinations with the
company: (i) a business combination approved by the board of directors of the
company before the interested shareholder acquired the common stock; (ii) a
business combination approved by holders of a majority of the common stock not
owned by the interested shareholder; and (iii) a business combination in which
the shareholders receive a price for their common stock at least equal to a
formula price based on the highest price per common share paid by the interested
shareholder.
In addition, a person who makes a tender offer for, or otherwise acquires
shares giving that person more than 20%, 33 1/3%, and 50% of the outstanding
voting securities of an Indiana corporation that has elected to be subject to
the "Control Share Acquisitions Statute" of the IBCL may lose the right to vote
the shares which take the acquiror over these respective levels of ownership.
Before an acquiror may vote the shares that take the acquiror over these
ownership thresholds, the acquiror must obtain the approval of a majority of the
shares of each class or series of shares entitled to vote separately on the
proposal, excluding shares held by officers of the corporation, by employees of
the corporation who are directors of the corporation and by the acquiror. The
Control Share Acquisitions Statute also authorizes a corporation to redeem the
shares held by a person that exceed the ownership thresholds in the statute,
provided that the corporation's articles or bylaws authorized such a redemption
prior to the date the person acquires such shares. Our articles and bylaws do
not include a provision authorizing such a redemption. An Indiana corporation
otherwise subject to the Control Share Acquisitions Statute may elect not to be
covered by the statute by so providing in its articles of incorporation or
bylaws. Because we have not made such an election in our Articles or bylaws,
acquisitions of our shares remain subject to the statute.
DESCRIPTION OF THE DEBT SECURITIES
General
Utility Holdings may issue debt securities from time to time in one or more
series. Utility Holdings will issue the debt securities pursuant to an indenture
between Utility Holdings and U.S. Bank Trust National Association, as trustee.
Indiana Gas, Southern Indiana Gas and Vectren of Ohio (collectively, the
"guarantors") will jointly and severally guarantee the debt securities pursuant
to a guarantee in favor of holders of the debt securities. We have filed the
forms of the indenture and the guarantee as exhibits to the registration
statement of which this prospectus is a part, subject to such amendments or
supplements as may be adopted from time to time. The indenture, as amended or
supplemented from time to time in accordance with its terms, is referred to in
this prospectus as the "indenture," and the guarantee, as amended or
supplemented from time to time in accordance with its terms, is referred to in
this prospectus as the "guarantee." The indenture is subject to and governed by
the Trust Indenture Act of 1939. The aggregate principal amount of debt
securities that Utility Holdings may issue under the indenture is unlimited and
the indenture will set forth the specific terms of any series of debt securities
or provide that such terms will be set forth in, or determined pursuant to, a
board resolution authorizing the series and/or a supplemental indenture, if any,
relating to such series.
The following is a summary describing the debt securities, the indenture
and the guarantee below. We do not claim the summaries are complete. For a more
detailed description, you should read all of the provisions of the indenture and
the guarantee. You should also read the applicable prospectus supplement,
including any applicable U.S. federal income tax considerations, and any
applicable modifications of or additions to the general terms described below in
the applicable prospectus supplement.
Terms
The debt securities will be senior unsecured obligations of Utility
Holdings.
The debt securities will rank equal in right of payment with all of the
other unsecured and unsubordinated indebtedness of Utility Holdings and junior
to its secured indebtedness to the extent of the collateral securing the same.
The specific terms of each series of debt securities, including the
following, as applicable, will be set forth in the related prospectus
supplement:
(1) the title of the series of debt securities;
(2) any limit upon the aggregate principal amount of the securities of the
series that may be authenticated and delivered under the indenture;
(3) the date or dates on which the principal of the debt securities will
be payable, and, if applicable, the terms on which the maturity may be
extended and the rights, if any, of the holders to require early
repayment of the securities;
(4) the rate or rates at which the debt securities will bear interest, if
any (whether floating or fixed), the provisions, if any, for
determining the interest rate or rates, the date or dates (or the
method for determining such dates) from which interest will accrue,
the interest payment dates and the regular record dates and the basis
upon which interest, if any, will be calculated if other than that of
a 360-day year of twelve 30-day months;
(5) the place or places where the principal of and premium, if any, and
interest, if any, on the debt securities will be payable, where the
debt securities may be surrendered for registration of transfer or
exchange and where notices to Utility Holdings or demands upon Utility
Holdings in respect of the debt securities and the indenture may be
served;
(6) the price or prices at which, the period or periods within which and
the terms and conditions upon which the debt securities may be
redeemed, in whole or in part, at the option of Utility Holdings,
pursuant to a sinking fund or otherwise;
(7) the obligation of Utility Holdings, if any, to redeem, purchase or
repay the debt securities, in whole or in part, pursuant to a sinking
fund or otherwise or at the option of a holder of the debt securities,
and the price or prices at which, the period or periods within which
and the terms and conditions upon which Utility Holdings will redeem,
purchase or repay the debt securities;
(8) any deletions from, modifications of or additions to the events of
default provided for in the indenture with respect to the debt
securities, and any deletions from, modifications of or additions to
the covenants or obligations of Utility Holdings provided for in the
indenture;
(9) if less than 100% of the principal amount of the debt securities is
payable on acceleration at any time, a schedule of or the manner of
computing the amounts that are so payable from time to time;
(10) the form of the debt securities, including whether the debt securities
will be issued in whole or in part in the form of one or more global
securities and, in such case, the depository with respect to such
global security or securities and the circumstances under which any
global security may be registered for transfer or exchange or
authenticated and delivered in the name of a person other than the
depository or its nominee;
(11) if other than United States dollars, the currency or currencies in
which payment of the principal of or premium, if any, or interest, if
any, on the debt securities will be payable;
(12) if the principal of or premium, if any, or interest, if any, on the
debt securities is to be payable, at the election of Utility Holdings
or the election of a holder, in a currency or currencies other than
that in which the debt securities are stated to be payable, the period
or periods within which, and the terms and conditions upon which, the
election may be made;
(13) if the amount of payments of principal of or premium, if any, or
interest, if any, on the debt securities may be determined with
reference to an index based on a currency or currencies other than
that in which the debt securities are stated to be payable, the manner
in which the amounts will be determined;
(14) whether and under what circumstances Utility Holdings will pay any
additional amounts on the debt securities in respect of any tax,
assessment or governmental charge and, if so, whether Utility Holdings
will have the option to redeem the debt securities in lieu of making
such payment;
(15) any provision relating to the issuing of the debt securities as
original issue discount securities (including, without limitation, the
issue price of the debt securities, the rate or rates at which the
original issue discount, if any, will accrue and the date or dates
from or to which, or period or periods during which, the original
issue discount will accrue;
(16) if other than denominations of $1,000 and any integral multiple of
$1,000, the denominations in which Utility Holdings will issue the
debt securities;
(17) whether defeasance or covenant defeasance will apply to the debt
securities; and
(18) any other terms of the debt securities; provided, that such other
terms do not conflict with any express terms of any other debt
securities which shall be issued and outstanding.
Any series of debt securities may be reopened and additional debt
securities of that series may be issued without the consent of the holders of
the previously issued debt securities of that series.
If the applicable prospectus supplement provides, the debt securities may
be issued at a discount below their principal amount and provide that less than
the entire principal amount of the debt securities will be payable upon
declaration of acceleration of the maturity of the debt securities. In such
cases, all material U.S. federal income tax considerations will be described in
the applicable prospectus supplement.
Except as may be set forth in the applicable prospectus supplement or as
otherwise specified in this prospectus under "-- Certain Covenants," the debt
securities will not contain any provisions that would limit the ability of
Utility Holdings or any of its subsidiaries to incur indebtedness or that would
afford holders of debt securities protection in the event of a highly leveraged
transaction involving Utility Holdings or in the event of a change of control.
Denomination, Interest, Registration and Transfer
Utility Holdings will issue the debt securities of each series only in
registered form, without coupons, in denominations of $1,000, or in such other
currencies or denominations as may be set forth in the indenture or specified
in, or pursuant to, a board resolution authorizing the series and/or a
supplemental indenture, if any, relating to the series of debt securities.
The principal of and premium, if any, and interest, if any, on any series
of debt securities will be payable at the corporate trust office of the trustee.
The address of the trustee will be stated in the applicable prospectus
supplement.
Subject to certain limitations imposed upon debt securities issued in
book-entry form, the debt securities of any series:
o will be exchangeable for any authorized denomination of other debt
securities of the same series and of a like aggregate principal amount
and tenor upon surrender of the debt securities at the trustee's
corporate trust office or at the office of any registrar designated by
Utility Holdings for that purpose; and
o may be surrendered for registration of transfer or exchange at the
corporate trust office of the trustee or at the office of any
registrar designated by Utility Holdings for that purpose.
No service charge will be made for any registration of transfer or
exchange, but Utility Holdings may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection with certain
transfers and exchanges. Utility Holdings may act as registrar and may change
any registrar without notice to the holders of any series of debt securities.
Certain Covenants
The applicable prospectus supplement will describe any material covenants
in respect of a series of debt securities that are not described in this
prospectus. Unless otherwise indicated in the applicable prospectus supplement,
the debt securities will include the covenants described below.
Generally used definitions
The following are terms used in the covenants described below that have
specific meanings in the indenture.
"attributable debt" will mean, with respect to any sale and leaseback
transaction as of any particular time, the present value, discounted at the rate
of interest implicit in the terms of the lease, of the obligations of the lessee
under such lease for net rental payments during the remaining term of the lease,
including any period for which such lease has been extended or may, at the
option of Utility Holdings, be extended.
"consolidated net tangible assets" will mean Utility Holdings and its
subsidiary companies' total assets appearing on a consolidated balance sheet,
less, without duplication:
(1) current liabilities;
(2) reserves for estimated rate refunds pending the outcome of a rate
proceeding to the extent such refunds have not been finally
determined;
(3) all intangible assets; and
(4) deferred income tax assets.
"funded debt" will mean:
(1) all indebtedness maturing one year or more from the date of the
creation of the indebtedness;
(2) all indebtedness directly or indirectly renewable or extendible, at
the option of the debtor, by its terms or by the terms of any
instrument or agreement relating to the indebtedness, to a date one
year or more from the date of the creation of the indebtedness; and
(3) all indebtedness under a revolving credit or similar agreement
obligating the lender or lenders to extend credit with a term of one
year or more.
"indebtedness" will mean:
(1) any liability of any person:
(a) for borrowed money;
(b) evidenced by a note, debenture or similar instrument (including a
purchase money obligation) given in connection with the
acquisition of any property or assets (other than inventory or
similar property acquired in the ordinary course of business),
including securities;
(c) for the payment of money relating to a capitalized lease
obligation; or
(d) in respect of acceptances or letters of credit or similar
instruments issued or created for the account of such person;
(2) any preferred stock of any person that is redeemable other than at the
option of such person;
(3) any guarantee by any person of any liability or preferred stock of
others described in the preceding clauses (1) or (2); and
(4) any amendment, renewal, extension or refunding of any liability or
preferred stock of the types referred to in clauses (1), (2) or (3)
above.
"lien" will mean any mortgage, lien, pledge, charge or other security
interest or encumbrance of any kind.
"principal domestic property" will mean any property, plant, equipment or
facility of Utility Holdings or a guarantor, as applicable, that is located in
the United States or any territory or political subdivision thereof, except any
property that the board of directors or management of Utility Holdings
determines is not material to its business or operations and the business or
operations of its subsidiary companies, taken as a whole.
"sale and leaseback transaction" will mean a sale or transfer of any of the
principal domestic properties of Utility Holdings or a guarantor, where Utility
Holdings or such guarantor takes back a lease of such principal domestic
property.
"significant subsidiary" will mean any of the subsidiary companies of
Utility Holdings, including any subsidiary company of any of its subsidiary
companies, which meets any of the following conditions:
(1) investments in and advances to the subsidiary company by Utility
Holdings and its other subsidiary companies exceed 10 percent of the
total assets of Utility Holdings and its subsidiary companies
consolidated as of the end of any two of the three most recently
completed fiscal years;
(2) Utility Holdings and its other subsidiary companies' proportionate
share of the subsidiary companies' total assets exceeds 10 percent of
the total assets of Utility Holdings and its subsidiary companies
consolidated as of the end of any two of the three most recently
completed fiscal years; or
(3) Utility Holdings and its other subsidiary companies' equity in the
income from continuing operations before income taxes, extraordinary
items and cumulative effect of a change in accounting principles of
the subsidiary company exceeds 10 percent of the consolidated income
of Utility Holdings and its subsidiary companies as of the end of any
two of the three most recently completed fiscal years.
"stated maturity" when used with respect to any security or any installment
of interest on the security will mean the date specified in the security as the
fixed date on which the principal of the security or such installment of
interest is due and payable.
"subsidiary company" will mean:
(1) a corporation a majority of whose capital stock with voting power,
under ordinary circumstances, to elect directors is at the time,
directly or indirectly, owned by Utility Holdings and/or other
subsidiary companies of Utility Holdings; or
(2) any person other than a corporation in which Utility Holdings and/or
other subsidiary companies of Utility Holdings, directly or
indirectly, at the date of determination have at least a majority
ownership interest;
provided, however, that no corporation will be deemed a subsidiary company until
Utility Holdings or other subsidiary companies of Utility Holdings acquire more
than 50% of the outstanding voting stock of the corporation and have elected a
majority of its board of directors.
Restrictions on liens
Neither Utility Holdings nor any guarantor will incur, create, assume or
otherwise become liable with respect to any indebtedness secured by a lien, or
guarantee any indebtedness with a guarantee that is secured by a lien, on any
principal domestic property of Utility Holdings or a guarantor or any shares of
stock or indebtedness of any significant subsidiary, without effectively
providing that the debt securities of each series (together with, if Utility
Holdings or a guarantor so determines, any other indebtedness of Utility
Holdings or a guarantor then existing or thereafter created ranking equally with
the debt securities of each series) will be secured equally and ratably with
(or, at the option of Utility Holdings or a guarantor, prior to) such secured
indebtedness, so long as the secured indebtedness will be so secured; provided,
however, that this covenant will not apply to indebtedness secured by:
(1) liens existing on the date of the indenture;
(2) liens in favor of governmental bodies to secure progress, advance or
other payments;
(3) liens existing on property, shares of stock or indebtedness at the
time of acquisition thereof (including acquisition through lease,
merger or consolidation) or liens to secure the payment of all or any
part of the purchase price thereof or the cost of construction,
installation, renovation, improvement or development thereon or
thereof or to secure any indebtedness incurred prior to, at the time
of, or within 360 days after the later of the acquisition, completion
of such construction, installation, renovation, improvement or
development or the commencement of full operation of such property or
within 360 days after the acquisition of such shares or indebtedness
for the purpose of financing all or any part of the purchase price
thereof;
(4) liens securing indebtedness in an aggregate amount which, at the time
of incurrence and together with all outstanding attributable debt in
respect of sale and leaseback transactions permitted by the second
clause (2) in the "Restrictions on sales and leasebacks" covenant
described below, does not exceed 10 percent of the consolidated net
tangible assets of Utility Holdings and its subsidiary companies;
(5) liens securing indebtedness other than funded debt; and
(6) any extension, renewal or replacement (or successive extensions,
renewals or replacements), in whole or in part, of any lien referred
to in the above clauses (1) through (5) inclusive; provided that the
extension, renewal or replacement of the lien is limited to all or any
part of the same property, shares of stock or indebtedness that
secured the lien extended, renewed or replaced (plus improvements on
the property), and that the secured indebtedness at the time is not
increased.
Restrictions on sales and leasebacks
Neither Utility Holdings nor any guarantor will enter into any sale and
leaseback transaction, unless:
(1) the principal domestic property is sold within 360 days from the date
of acquisition of the property or the date of the completion of
construction or commencement of full operations of the property,
whichever is later; or
(2) within 120 days after a sale described in clause (1) above, Utility
Holdings or a guarantor, as applicable, will apply or cause to be
applied to the retirement of its funded debt or the funded debt of any
of its subsidiary companies (other than the funded debt of Utility
Holdings or a guarantor, as applicable, which by its terms or the
terms of the instrument pursuant to which it was issued is subordinate
in right of payment to the debt securities of each series) an amount
not less than the greater of (A) the net proceeds of the sale of the
principal domestic property or (B) the fair value (as determined in
any manner approved by our board of directors) of the principal
domestic property.
The provisions of this covenant will not prevent a sale and leaseback
transaction if:
(1) the lease Utility Holdings or a guarantor entered into in connection
with the transaction is for a period, including renewals, of not more
than 36 months; or
(2) Utility Holdings or a guarantor would, at the time of entering into
the sale and leaseback transaction, be entitled, without equally and
ratably securing the debt securities, to create or assume a lien on
the principal domestic property securing indebtedness in an amount at
least equal to the attributable debt in respect of the sale and
leaseback transaction pursuant to clause (4) above in the
"Restrictions on liens" covenant.
Merger, Consolidation or Sale of Assets
Each of Utility Holdings and the guarantors agrees that it will not
consolidate with or merge with or into any other person or transfer all or
substantially all of its respective properties and assets as an entirety to any
person, unless:
(1) either Utility Holdings or the guarantor, as the case may be, will be
the continuing person, or the person (if other than Utility Holdings
or the guarantor) formed by the consolidation or into which Utility
Holdings or the guarantor are merged or to which all or substantially
all of the properties and assets of Utility Holdings or the guarantor
as an entirety are transferred is a corporation organized and existing
under the laws of the United States or any State thereof or the
District of Columbia, and such corporation expressly assumes all of
the obligations of Utility Holdings or the guarantor, as the case may
be, under each series of debt securities or the related guarantees, as
applicable, and the indenture; and
(2) immediately before and immediately after giving effect to such
transaction, no event of default and no event which, after notice or
passage of time or both, would become an event of default shall have
occurred and be continuing.
Notwithstanding the foregoing, any guarantor may consolidate with, merge
with or into or transfer all or part of its properties and assets to Utility
Holdings or any of the other guarantors.
See "--Guarantees" below for a discussion of the termination of the
guarantees.
Defeasance
If it is specified in the applicable prospectus supplement that either or
both of defeasance or covenant defeasance is applicable to the debt securities,
then Utility Holdings may elect to have these options apply to the debt
securities upon satisfaction of certain conditions.
If Utility Holdings is entitled to elect, and does elect, the defeasance
option, upon satisfaction of the conditions described below, Utility Holdings
and the guarantors will be deemed to have paid and discharged the entire
indebtedness represented by the debt securities and, with certain exceptions, to
have satisfied its obligations under the debt securities and the indenture. If
Utility Holdings is entitled to elect, and does elect, the covenant defeasance
option, Utility Holdings may omit to comply with, and will have no liability or
obligations with respect to, the covenants relating to merger, consolidation or
sale of assets and restrictions on liens and sales and leasebacks.
The following are the conditions to the applicability of defeasance or
covenant defeasance as the case may be:
(1) Utility Holdings must irrevocably deposit with the trustee funds for
the purpose of making the following payments, (a) in the case of debt securities
denominated in U.S. dollars, (i) an amount of cash, or (ii) direct non-callable
obligations of, or guaranteed by, the United States of America, which through
the scheduled payment of principal and interest will provide, within two weeks
of the due date of any payment, money in an amount, or (iii) a combination of
the above, sufficient, without reinvestment, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification delivered to the trustee, to pay and discharge, the principal of,
premium, if any, and each installment of interest on such debt securities on
their respective stated maturities in accordance with the terms of the indenture
and of such debt securities, or (b) in the case of debt securities denominated
in currency other than U.S. dollars, an amount of required currency sufficient
to pay and discharge the principal of, premium, if any, and each installment of
interest on such securities on their respective stated maturities in accordance
with the terms of this indenture and of such securities.
(2) No event of default or event with which notice or lapse of time or both
would become an event of default with respect to such securities shall have
occurred and be continuing on the date of the deposit and, with respect to
defeasance only, at any time during the period ending on the 123rd day after the
date of the deposit.
(3) Defeasance or covenant defeasance shall not cause the trustee for the
debt securities to have a conflicting interest for purposes of the TIA with
respect to any debt securities.
(4) Defeasance or covenant defeasance shall not result in a breach or
violation of, or constitute a default under, the indenture or any other
agreement or instrument.
(5) Such defeasance or covenant defeasance shall not cause any debt
securities then listed on any registered national securities exchange under the
Securities Exchange Act of 1934 to be delisted.
(6) In the case of a defeasance election, the trustee shall have received
an opinion of counsel stating that (a) Utility Holdings has received from, or
there has been published by, the Internal Revenue Service a ruling, or (b) since
the date of the indenture there has been a change in the applicable federal
income tax law, in either case to the effect that, and based thereon such
opinion shall confirm that, the holders of the debt securities will not
recognize gain or loss for federal income tax purposes as a result of such
defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such defeasance
had not occurred.
(7) In the case of a covenant defeasance election, the trustee shall have
received an opinion of counsel to the effect that the holders of the debt
securities will not recognize income, gain or loss for federal income tax
purposes as a result of a covenant defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such covenant defeasance had not occurred.
(8) The trustee shall have received an officer's certificate or an opinion
of counsel stating that all conditions precedent provided for in the indenture
have been complied with.
Discharge
Generally, Utility Holdings may be discharged from its obligations under
the indenture when
(1) all outstanding debt securities have been delivered to the trustee for
cancellation; or
(2) debt securities which have not been delivered to the trustee have
become due and payable, will become due and payable at their stated
maturity within one year or if redeemable at the option of Utility
Holdings, will be called for redemption within one year and Utility
Holdings has deposited sufficient funds with the trustee to discharge
the entire indebtedness with respect to such securities.
Modification and Waiver
Utility Holdings, the guarantors and the trustee may amend or supplement
the indenture with the consent of the holders of a majority in principal amount
of the outstanding debt securities of all series affected thereby (voting as a
single class); provided, however, that such amendment or supplement may not,
without the consent of each holder of the debt securities affected thereby:
(1) reduce the amount of debt securities whose holders must consent to an
amendment, supplement or waiver;
(2) reduce the rate (or change the manner of calculation of the rate) or
change the stated maturity for payment of interest on any debt
security;
(3) reduce the principal of or any premium payable upon the redemption of
or change the stated maturity for payment of the principal of any debt
security;
(4) waive a default in the payment of the principal of or premium, if any,
or interest on any debt security;
(5) make any changes in the amount of debt securities whose holders may
waive a default or event of default, the right of each holder to
receive payments of principal of and premium, if any, and interest on
the debt securities on and after the due dates, or the amendments,
supplements or waivers which may only be effected with consent of each
affected security holder;
(6) make any debt security payable in a currency other than that stated in
the debt security;
(7) impair the holders' right to institute suit to enforce payment in
respect of the debt securities on or after the due date for such
payment; or
(8) release any guarantor from its obligations under any guarantee.
Holders of a majority in principal amount of the outstanding debt
securities of all series affected thereby (voting as a single class) may waive
certain past defaults and may waive compliance by Utility Holdings with any
provision of the indenture relating to such debt securities (subject to the
immediately preceding paragraph); provided, however, that:
(1) without the consent of each holder of debt securities affected
thereby, no waiver may be made of a default in the payment of the
principal of or premium, if any, or interest on any debt security; and
(2) only the holders of a majority in principal amount of the outstanding
debt securities of a particular series may waive compliance with a
provision of the indenture relating to such series or the debt
securities of such series having applicability solely to such series.
Events of Default and Notice of Events of Default
The following events are "events of default" with respect to any series of
debt securities issued under the indenture:
(1) failure to pay interest on any debt securities of such series within
30 days of when due or principal or premium, if any, of any debt
securities of such series when due (including any sinking fund
installment);
(2) failure to perform any other agreement contained in the debt
securities of such series or the indenture (other than an agreement
relating solely to another series of debt securities) for 60 days
after notice as provided in the indenture;
(3) certain events of bankruptcy, insolvency or reorganization with
respect to Utility Holdings or a guarantor; and
(4) any guarantee shall be held in any judicial proceeding to be
unenforceable or invalid or shall cease to be in full force and effect
or any guarantor or any person acting on behalf of such guarantor
shall deny or disaffirm its obligations under the guarantee.
Additional or different events of default, if any, applicable to the series
of debt securities in respect of which this prospectus is being delivered will
be specified in the applicable prospectus supplement.
The trustee under the indenture will, within 75 days after the occurrence
of any default (the term "default" to include the events specified above without
grace or notice) with respect to any series of debt securities actually known to
it, give to the holders of the debt securities notice of the default; provided,
however, that, except in the case of a default in the payment of principal of or
premium, if any, or interest on any of the debt securities of the series or in
the payment of a sinking fund installment, the trustee for the series will be
protected in withholding notice if it in good faith determines that the
withholding of notice is in the interest of the holders of the debt securities.
Utility Holdings will certify to the trustee quarterly as to whether any default
exists.
If an event of default with respect to any series of debt securities, other
than an event of default resulting from bankruptcy, insolvency or
reorganization, shall occur and be continuing, the trustee for the series or the
holders of at least 25% in aggregate principal amount of the debt securities of
the series then outstanding, by notice in writing Utility Holdings (and to the
trustee for the series if given by the holders of the debt securities of the
series), will be entitled to declare all unpaid principal of, premium, if any,
and accrued but unpaid interest on the debt securities of that series then
outstanding to be due and payable immediately.
If an event of default with respect to any series of debt securities
resulting from certain events of bankruptcy, insolvency or reorganization shall
occur and be continuing, all unpaid principal of, premium, if any, and accrued
but unpaid interest on all debt securities of every series then outstanding will
be due and payable immediately without any declaration or other act on the part
of the trustee for the series or the holders of any debt securities of the
series.
The holders of a majority in principal amount of the outstanding debt
securities of a series may by notice to the trustee rescind an acceleration and
its consequences if (i) all existing events of default, other than the
non-payment of the principal of the debt securities that has become due solely
by the declaration of acceleration, have been cured or waived, (ii) interest on
overdue installments of interest (to the extent lawful), premium, if any, and
overdue principal, that has become due otherwise than by the declaration of
acceleration, has been paid, (iii) the rescission would not conflict with any
judgment or decree of a court of competent jurisdiction and (iv) all payments
due to the trustee have been made.
No holder of the debt securities of any series issued under the indenture
may pursue any remedy under the indenture unless the trustee for the series
shall have failed to act after, among other things, notice of an event of
default and request by holders of at least 25% in principal amount of the
outstanding debt securities of the series as to which the event of default has
occurred and the offer to the trustee for the series of indemnity satisfactory
to it; provided, however, that this provision does not affect the right to sue
for enforcement of any overdue payment on the debt securities.
Guarantees
Indiana Gas, Southern Indiana Gas and Vectren of Ohio will, jointly and
severally, fully and unconditionally guarantee the performance and punctual
payment when due, whether at stated maturity, by acceleration or otherwise, of
all of the obligations of Utility Holdings under the debt securities of any
series and the provisions of the indenture relating to the series. If Utility
Holdings's default in payment of the principal of or interest or any premium on
such debt securities, the guarantors, jointly and severally, will be
unconditionally obligated to duly and punctually make such payments. The
liability of the guarantors will be independent of, and not in consideration of
or contingent upon, the liability of Utility Holdings or the liability of any
other party obligated under the debt securities or the indenture. Further,
Utility Holdings may in its sole discretion elect to cause each subsequent
subsidiary of Utility Holdings to fully and unconditionally guarantee all of the
obligations under the debt securities; provided, however, that Utility Holdings
has agreed to cause any subsequent subsidiary of Utility Holdings that
guarantees other obligations of Utility Holdings to guarantee the obligations
under the debt securities.
With respect to each guarantor, the guarantee will be unsecured and will
rank equal in right of payment with all of that guarantor's other unsecured
senior indebtedness. Except as otherwise specified in the second succeeding
paragraph, the guarantees will remain in full force and effect until payment in
full of all of the guaranteed obligations.
Each guarantor's obligations will be limited to the maximum amount that
(after giving effect to all other contingent and fixed liabilities of such
guarantor and any collections from, or payments made by or on behalf of, any
guarantors) will result in the obligations of such guarantor under the guarantee
not constituting a fraudulent conveyance or fraudulent transfer under federal or
state law.
Except as otherwise specified in the following paragraph, the guarantees
will remain in full force and effect until payment in full of all of the
guaranteed obligations.
Notwithstanding the restrictions on transfer described above in "-- Merger,
Consolidation or Sale of Assets," if Utility Holdings transfers or causes the
transfer of all or substantially all of the voting capital stock or property or
assets of any guarantor to any person other than Utility Holdings or a
subsidiary of Utility Holdings (including one of the other guarantors), whether
by merger, consolidation, sale or other transfer, all of the guarantor's
obligations and liabilities under the guarantee will terminate upon transfer so
long as:
(1) the guarantor has fully repaid all of its indebtedness, if any, to
Utility Holdings, and the other guarantors,
(2) Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc., and Moody's Investors Service, Inc., or their
successors, have confirmed that, as a result of the transfer, the long
term credit rating of Utility Holdings will not fall below BBB- (or
its equivalent), in the case of Standard & Poor's, and Baa3 (or its
equivalent), in the case of Moody's, and
(3) immediately before and immediately after giving effect to such
transaction, no event of default and no event which, after notice or
passage of time or both, would become an event of default shall have
occurred and be continuing.
The prospectus supplement for a particular issue of debt securities will
describe any additional material terms of the guarantees.
The Trustee
The trustee under the indenture is U.S. Bank Trust National Association.
The indenture contains certain limitations on the right of the trustee, as the
creditor of Utility Holdings, to obtain payment of claims in certain cases, or
to realize on certain property received in respect of any such claim as security
or otherwise. The trustee will be permitted to engage in other transactions;
provided, however, that if it acquires any conflicting interest, it must
eliminate such conflict or resign.
The holders of a majority in principal amount of all outstanding debt
securities of a series (or if more than one series is affected thereby, of all
series so affected, voting as a single class) will have the right to direct the
time, method and place of conducting any proceeding for exercising any remedy or
power available to the trustee for such series or all such series so affected.
In case an event of default shall occur (and shall not be cured) under the
provisions of the indenture relating to a series of debt securities and is
actually known to a responsible officer of the trustee for the series, the
trustee will exercise such of the rights and powers vested in it by the
indenture and use the same degree of care and skill in its exercise as a prudent
person would exercise or use under the circumstances in the conduct of his own
affairs. Subject to such provisions, the trustee will not be under any
obligation to exercise any of its rights or powers under the indenture at the
request of any of the holders of debt securities unless they shall have offered
to the trustee reasonable security or indemnity.
Governing Law
The indenture, the debt securities and the guarantees will be governed by
the laws of the State of Indiana.
Global Securities; Book-Entry System
Utility Holdings may issue the debt securities of any series in whole or in
part in the form of one or more global securities to be deposited with, or on
behalf of, a depository (the "depository") identified in the prospectus
supplement relating to such series. Global securities, if any, issued in the
United States are expected to be deposited with The Depository Trust Company
("DTC"), as depository. Global securities will be issued in fully registered
form and may be issued in either temporary or permanent form. Unless and until
it is exchanged in whole or in part for the individual debt securities
represented thereby, a global security may not be transferred except as a whole
by the depository for the global security to a nominee of the depository or by a
nominee of the depository to the depository or another nominee of the depository
or by the depository or any nominee of the depository to a successor depository
or any nominee of the successor.
The specific terms of the depository arrangement with respect to any series
of debt securities will be described in the prospectus supplement relating to
the series. We expect that unless otherwise indicated in the applicable
prospectus supplement, the following provisions will apply to depository
arrangements.
Upon the issuance of a global security, the depository for the global
security or its nominee will credit on its book-entry registration and transfer
system the respective principal amounts of the individual debt securities
represented by the global security to the accounts of persons that have accounts
with the depository ("participants"). Such accounts will be designated by the
underwriters, dealers or agents with respect to the debt securities or by
Utility Holdings if the debt securities are offered directly by Utility
Holdings. Ownership of beneficial interests in the global security will be
limited to participants or persons that may hold interests through participants.
Utility Holdings expects that, pursuant to procedures established by DTC,
ownership of beneficial interests in any global security with respect to which
DTC is the depository will be shown on, and the transfer of that ownership will
be effected only through, records maintained by DTC or its nominee (with respect
to beneficial interests of participants) and records of participants (with
respect to beneficial interests of persons who hold through participants).
Neither Utility Holdings nor the trustee will have any responsibility or
liability for any aspect of the records of DTC or for maintaining, supervising
or reviewing any records of DTC or any of its participants relating to
beneficial ownership interests in the debt securities. The laws of some states
require that certain purchasers of securities take physical delivery of the
securities in definitive form. Such limits and laws may impair the ability to
own, pledge or transfer beneficial interest in a global security.
So long as the depository for a global security or its nominee is the
registered holder of the global security, the depository or the nominee, as the
case may be, will be considered the sole owner of the debt securities
represented by the global security for all purposes under the indenture. Except
as described below or in the applicable prospectus supplement, owners of
beneficial interest in a global security will not be entitled to have any of the
individual debt securities represented by the global security registered in
their names, will not receive or be entitled to receive physical delivery of any
debt securities in definitive form and will not be considered the owners or
holders of the debt securities under the indenture. Beneficial owners of debt
securities evidenced by a global security will not be considered the owners or
holders of the debt securities under the indenture for any purpose, including
with respect to the giving of any direction, instructions or approvals to the
trustee under the indenture. Accordingly, each person owning a beneficial
interest in a global security with respect to which DTC is the depository must
rely on the procedures of DTC and, if such person is not a participant, on the
procedures of the participant through which such person owns its interests, to
exercise any rights of a holder under the indenture. Utility Holdings
understands that, under existing industry practice, if Utility Holdings requests
any action of holders or if an owner of a beneficial interest in a global
security desires to give or take any action which a holder is entitled to give
or take under the indenture, DTC would authorize the participants holding the
relevant beneficial interest to give or take such action, and the participants
would authorize beneficial owners through the participants to give or take such
actions or would otherwise act upon the instructions of beneficial owners
holding through them.
Payments of principal of, and any premium and interest on, individual debt
securities represented by a global security registered in the name of a
depository or its nominee will be made to or at the direction of the depository
or its nominee, as the case may be, as the registered owner of the global
security under the indenture. Under the terms of the indenture, Utility Holdings
and the trustee may treat the persons in whose name debt securities, including a
global security, are registered as the owners of the debt securities for the
purpose of receiving payments. Consequently, neither Utility Holdings nor the
trustee has or will have any responsibility or liability for the payment of such
amounts to beneficial owners of debt securities (including principal and
interest). Utility Holdings believes, however, that it is currently the policy
of DTC to immediately credit the accounts of relevant participants with such
payments, in amounts proportionate to their respective holdings of beneficial
interests in the relevant global security as shown on the records of DTC or its
nominee. Utility Holdings also expects that payments by participants to owners
of beneficial interests in the global security held through participants will be
governed by standing instructions and customary practices, as is the case with
securities held for the account of customers in bearer form or registered in
street name, and will be the responsibility of the participants. Redemption
notices with respect to any debt securities represented by a global security
will be sent to the depository or its nominee. If less than all of the debt
securities of any series are to be redeemed, Utility Holdings expects the
depository to determine the amount of the interest of each participant in the
debt securities to be redeemed to be determined by lot. None of Utility
Holdings, the trustee, any paying agent or the registrar for the debt securities
will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests in the global
security for the debt securities or for maintaining any records with respect to
the debt securities.
Neither Utility Holdings nor the trustee will be liable for any delay by
the holders of a global security or the depository in identifying the beneficial
owners of debt securities and Utility Holdings and the trustee may conclusively
rely on, and will be protected in relying on, instructions from the holder of a
global security or the depository for all purposes. The rules applicable to DTC
and its participants are on file with the Securities and Exchange Commission.
If a depository for any debt securities is at any time unwilling, unable or
ineligible to continue as depository and a successor depository is not appointed
by Utility Holdings within 90 days or if an event of default under the indenture
occurs and is continuing, Utility Holdings will issue individual debt securities
in exchange for the global security representing the debt securities. In
addition, Utility Holdings may at any time and in its sole discretion, subject
to any limitations described in the prospectus supplement relating to the debt
securities, determine not to have any of the debt securities represented by one
or more global securities and in such event will issue individual debt
securities in exchange for the global security or securities representing the
debt securities. Individual debt securities so issued will be issued in
denominations of $1,000 and integral multiples thereof.
All moneys paid by Utility Holdings to a paying agent or a trustee for the
payment of the principal of or interest on any debt security which remain
unclaimed at the end of two years after such payment has become due and payable
will be repaid to Utility Holdings, and the holder of such debt security
thereafter may look only to Utility Holdings for payment thereof.
PLAN OF DISTRIBUTION
We may sell securities:
o to the public through underwriters,
o to private investors through agents or dealers,
o directly to purchasers,
o or through a combination of these methods.
We may effect the distribution of the securities from time to time in one
or more transactions:
o at a fixed price or prices which may be changed;
o at market prices prevailing at the time of sale;
o at prices related to those prevailing market prices; or
o at negotiated prices.
In connection with the sale of the securities, underwriters may receive
compensation from us or from purchasers of the securities for whom they may act
as agents in the form of discounts, concessions or commissions. Underwriters may
sell the securities to or through dealers, and such dealers may receive
compensation in the form of discounts, concessions or commissions from the
underwriters and/or commissions from the purchasers for whom they may act as
agents. Underwriters, dealers and agents that participate in the distribution of
the securities may be deemed to be underwriters, and any discounts or
commissions received by them from us and any profit on the resale of the
securities by them may be deemed to be underwriting discounts and commissions
under the Securities Act of 1933. Any underwriter, dealer or agent will be
identified, and any such compensation received from us will be described, in a
prospectus supplement or pricing supplement.
Under certain circumstances, remarketing firms may repurchase securities
and reoffer them to the public as set forth above. Any remarketing firm and the
terms of its agreement with us will be identified in the prospectus supplement.
Remarketing firms may be deemed to be underwriters with respect to the
securities they remarket.
If so indicated in the prospectus supplement, we will authorize
underwriters to solicit offers by certain institutions to purchase securities
from us pursuant to delayed delivery contracts providing for payment and
delivery on the date stated in the prospectus supplement. Each contract will be
for an amount not less than the amount stated in the prospectus supplement, and,
unless we otherwise agree, the aggregate principal amount of securities sold
pursuant to the contracts will not be more than the amount stated in the
prospectus supplement. Institutions with whom the contracts, when authorized,
may be made include commercial and savings banks, insurance companies, pension
funds, investment companies, educational and charitable institutions, and other
institutions, but shall in all cases be subject to our approval. Delayed
delivery contracts will not be subject to any conditions except that the
purchase by an institution of the securities covered under that contract shall
not at the time of delivery be prohibited under the laws of any jurisdiction in
the United States to which that institution is subject.
We will indemnify the agents and the underwriters against certain civil
liabilities, including liabilities under the Securities Act of 1933, or
contribute to payments the agents or the underwriters may be required to make.
LEGAL MATTERS
Certain legal matters related to the securities we are offering by this
prospectus will be passed upon for us by Barnes & Thornburg, Indianapolis,
Indiana, and by Kegler, Brown, Hill & Ritter, Columbus, Ohio.
EXPERTS
The consolidated financial statements and the related consolidated
financial statement schedules incorporated in this prospectus by reference from
Vectren Corporation's Annual Report on Form 10-K for the year ended December 31,
2002 have been audited by Deloitte & Touche LLP, independent auditors, as stated
in their report which is incorporated herein by reference (which report
expresses an unqualified opinion and includes explanatory paragraphs referring
to the changes in the method of accounting for goodwill described in Note 2G and
financial derivative instruments and hedging activities described in Note 16,
and the restatement described in Note 3), and have been so incorporated in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.
The consolidated financial statements and the related consolidated
financial statement schedules incorporated in this prospectus by reference from
Vectren Utility Holdings, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 2002 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report which is incorporated herein by reference
(which report expresses an unqualified opinion and includes explanatory
paragraphs referring to the changes in the method of accounting for goodwill
described in Note 2F and financial derivative instruments and hedging activities
described in Note 12, and the restatement described in Note 3), and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
Vectren and Utility Holdings file annual, quarterly and special reports,
proxy statements and other information with the Securities and Exchange
Commission under the Securities Exchange Act of 1934. You may read our filings
over the Internet at the SEC's web site at http://www.sec.gov. You may also read
and copy this information at or obtain copies of this information by mail from
the Public Reference Room of the SEC, 450 Fifth Street, N.W., Room 10024,
Washington D.C. 20549, at prescribed rates. You may obtain information on the
operation of the Public Reference Room by calling the SEC at (800) SEC-0330.
Vectren's common stock and Utility Holdings's 7 1/4% Senior Notes due
October 15, 2031 are listed on the New York Stock Exchange, and you can inspect
reports, proxy statements and other information about Vectren or Utility
Holdings at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005. For further information on obtaining copies of our
public filings at the New York Stock Exchange, you should call (212) 656-5060.
This prospectus is part of a registration statement on Form S-3 that
Vectren, Utility Holdings, Indiana Gas, Southern Indiana Gas and Vectren of Ohio
jointly have filed with the SEC to register the securities we are offering. This
prospectus does not contain all of the information that is important to you. You
should read the registration statement, including the attached exhibits and
schedules and the documents incorporated by reference in this prospectus, for
additional relevant information about us and the securities we are offering.
INCORPORATION OF INFORMATION
WE FILE WITH THE SEC
The SEC allows us to "incorporate by reference" into this prospectus
certain information we file with the SEC. This means that we can disclose
important information to you by referring you to another document filed
separately with the SEC. The information incorporated by reference is considered
to be part of this prospectus, except for any information that is superseded by
information that is contained or otherwise incorporated by reference in this
prospectus.
This prospectus incorporates by reference the documents listed below that
we have previously filed with the SEC and any future filings we make with the
SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of
1934 (i) between the date of this preliminary prospectus and prior to the
effectiveness of the registration statement that registers the securities we are
offering and (ii) after the effectiveness of the registration statement that
registers the securities we are offering until the termination of the offering
being made by this prospectus.
o Annual Report of Vectren on Form 10-K for the year ended December 31,
2002;
o Current Reports of Vectren on Form 8-K filed with the SEC on March 31,
2003, March 14, 2003 and January 31, 2003;
o Annual Report of Utility Holdings on Form 10-K for the year ended
December 31, 2002;
o Current Reports of Utility Holdings on Form 8-K filed with the SEC on
March 14, 2003 and January 31, 2003;
o The description of Vectren's common stock contained in its
registration statement on Form 8-A filed on November 16, 1999; and
o The description of Vectren's common stock purchase rights contained in
its registration statement on Form 8-A filed on November 16, 1999.
You may obtain any of the documents incorporated by reference in this
document from us without charge, excluding any exhibits to those documents
unless the exhibit is specifically incorporated by reference as an exhibit to
this prospectus, by telephone from us at the following address:
Investor Relations
Vectren Corporation
20 N.W. Fourth Street
Evansville, Indiana 47708
(812) 491-4000
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The aggregate estimated expenses, other than underwriting discounts and
commissions, in connection with the offering pursuant to this registration
statement are currently anticipated to be as follows (all amounts except for the
Securities and Exchange Commission filing fee are estimated):
Registration Fee.......................... $ 28,315
New York Stock Exchange Filing Fee........ 54,800
Blue Sky Fees and Expenses................ 25,000
Printing and Engraving Expenses........... 55,000
Legal Fees and Expenses................... 225,000
Rating Agency Fees........................ 131,000
Accounting Fees and Expenses.............. 125,000
Trustee Fees.............................. 15,000
Miscellaneous............................. 45,885
--------
Total ................................. $ 705,000
=======
Item 15. Indemnification of Directors and Officers.
Vectren Indemnification Provisions
The Vectren Articles and the Vectren bylaws provide that Vectren will
indemnify any individual who is or was a director or officer of Vectren, or is
or was serving at the request of Vectren as a director, officer, partner or
trustee of another foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise whether or not for profit,
against liability and expenses, including attorneys' fees, incurred by him or
her in any action, suit, or proceeding, whether civil, criminal, administrative,
or investigative, and whether formal or informal, in which he or she is made or
threatened to be made a party by reason of being or having been in any such
capacity, or arising out of his or her status as such, except (i) in the case of
any action, suit, or proceeding terminated by judgment, order, or conviction, in
relation to matters as to which he or she is adjudged to have breached or failed
to perform the duties of his or her office and the breach or failure to perform
constituted willful misconduct or recklessness; and (ii) in any other situation,
in relation to matters as to which it is found by a majority of a committee
composed of all directors not involved in the matter in controversy (whether or
not a quorum) that he or she breached or failed to perform the duties of his or
her office and the breach or failure to perform constituted willful misconduct
or recklessness. Vectren may pay for or reimburse reasonable expenses incurred
by a director or officer in defending any action, suit, or proceeding in advance
of the final disposition thereof upon receipt of (i) a written affirmation of
the director's or officer's good faith belief that such director or officer has
met the standard of conduct prescribed by Indiana law; and (ii) an undertaking
of the director or officer to repay the amount paid by Vectren if it is
ultimately determined that he or she is not entitled to indemnification by
Vectren.
The Vectren Articles and the Vectren bylaws provide that the
indemnification rights described above are in addition any other indemnification
rights a person may have by law. The employment agreements with its executive
officers will require Vectren to indemnify the executive officers in accordance
with its indemnification policies for its senior executives, subject to
applicable law.
Utility Holdings Indemnification Provisions
The articles of incorporation of Utility Holdings provide that Utility
Holdings is required to 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, investigative,
formal or informal by reason of the fact that he or she is or was a director,
officer, employee or agent of Utility Holdings or is or was serving at the
request of Utility Holdings as a director, officer, agent, employee, partner,
trustee or member in another corporation, unincorporated association, business
trust, estate, partnership, trust, joint venture or other entity against
expenses (including attorneys' fees) and judgments, penalties, fines and amounts
paid in settlement if he or she (1) acted in good faith, (2) acted in a manner
he or she reasonably believed (A) with respect to actions in his or her official
capacity, to be in the best interests of Utility Holdings or (B) with respect to
actions not in an official capacity, was not opposed to the best interests of
Utility Holdings and (3) with respect to any criminal action, either (A) had
reasonable cause to believe his or her conduct was lawful or (B) had no
reasonable cause to believe his or her conduct was unlawful.
Further, Utility Holdings must indemnify any such person against expenses
if he or she has been successful on the merits or otherwise in the defense of
the action.
Unless ordered by court, any indemnification of a person pursuant to the
provisions described in the first paragraph of this section may be made by
Utility Holdings only as authorized in the specific case upon a determination
that indemnification of the person is proper in the circumstances because he or
she met the applicable indemnification standards. Such determination shall be
made (i) by the board of directors of Utility Holdings, by a majority vote of a
quorum consisting of directors who are not parties to the action or proceeding
or (ii) if a quorum cannot be obtained, 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 parties to
the action or proceeding or (iii) by written opinion of independent legal
counsel (A) selected by the board in the manner described in (i) or (ii) above
or (B) if a quorum cannot be obtained or a committee cannot be designated,
selected by a majority of the full board in which selection directors who are
parties may participate or (iv) by shareholders who are not parties.
Utility Holdings may advance expenses reasonably incurred in defending any
action or proceeding described above if (i) the person furnishes us with a
written affirmation of a good faith belief that he or she has met the
indemnification standards and a written undertaking to repay the advance if it
is ultimately determined that he or she did not meet the indemnification
standards and (ii) it is determined that the facts then known would not preclude
indemnification pursuant to the provision described above.
The articles of Utility Holdings provide that the indemnification
provisions are not exclusive of other indemnification rights which a person may
have under law, the bylaws, a resolution of the board or shareholders, or any
other authorization or instrument providing for indemnification. The articles
provide that Utility Holdings has the power to maintain insurance on behalf of
the directors, officers and other persons described above against liabilities
whether or not Utility Holdings would otherwise have the power to indemnify
against such liability.
Southern Indiana Gas Indemnification Provisions
The Southern Indiana Gas bylaws provide that Southern Indiana Gas will
indemnify any individual who is or was a director or officer of Southern Indiana
Gas, or was serving at the request of Southern Indiana Gas in any position or
capacity or on any committee for Southern Indiana Gas or any other corporation,
partnership, association, trust, foundation, not-for-profit corporation,
employee benefit plan or other organization or entity, against all liability and
reasonable expenses, including attorneys' fees, incurred by him or her in
connection with or resulting from any claim, action, suit, or proceeding in
which either (i) he or she is wholly successful on the merits thus entitling him
or her to mandatory indemnification or (ii) he or she is not wholly successful
but it is nevertheless determined that he or she is entitled to permissive
indemnification because he or she (a) acted in good faith, (b) acted in a manner
he or she reasonably believed (1) with respect to actions in his or her official
capacity, to be in the best interests of Southern Indiana Gas or (2) with
respect to all other actions, was at least not opposed to the best interests of
Southern Indiana Gas and (c) with respect to any criminal action, either (1) had
reasonable cause to believe his or her conduct was lawful or (2) had no
reasonable cause to believe his or her conduct was unlawful.
Any indemnification of a person pursuant to the provisions described in
clause (ii) above may be made by Southern Indiana Gas only as authorized in the
specific case upon a determination that indemnification of the person is proper
in the circumstances because he or she met the applicable indemnification
standards. Upon a proposal by a director of the corporation, who may be a
director who is seeking such indemnification for himself or herself, (i) if a
quorum of directors eligible to decide the matter exists, such directors may
either (a) decide the question themselves, (b) refer the matter to special legal
counsel, or (c) decline to take any action to either decide the question of such
indemnification or refer the matter for decision to special legal counsel; and
(ii) if a quorum cannot be obtained, a majority of the entire board of directors
may either (a) refer the matter to a committee consisting of two or more
directors who are not parties to the action or proceeding, who may either decide
the matter themselves or refer the matter to special legal counsel or (b)
decline to take any action to either refer the matter to a committee or refer
the matter to special legal counsel.
Southern Indiana Gas may pay for or reimburse reasonable expenses incurred
by a director or officer in defending any action, suit, or proceeding in advance
of the final disposition thereof upon receipt of (i) a written affirmation of
the director's or officer's good faith belief that he or she has met the
standard of conduct prescribed by Indiana law; and (ii) an undertaking of the
director or officer to repay the amount paid by Southern Indiana Gas if it is
ultimately determined that he or she is not entitled to indemnification by
Southern Indiana Gas.
The Southern Indiana Gas articles and the Southern Indiana Gas bylaws
provide that the indemnification rights described above are in addition any
other indemnification rights a person may have by law or by contract. Southern
Indiana Gas expects that employment agreements with its executive officers will
require Southern Indiana Gas to indemnify the executive officers in accordance
with its indemnification policies for its senior executives, subject to
applicable law.
Indiana Gas Indemnification Provisions
The articles of incorporation of Indiana Gas provide that Indiana Gas is
required to 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, investigative, formal or informal by
reason of the fact that he or she is or was a director, officer, employee or
agent of Indiana Gas or is or was serving at the request of Indiana Gas as a
director, officer, agent, employee, partner, trustee or member in another
corporation, unincorporated association, business trust, estate, partnership,
trust, joint venture or other entity against expenses (including attorneys'
fees) and judgments, penalties, fines and amounts paid in settlement if he or
she (1) acted in good faith, (2) acted in a manner he or she reasonably believed
(A) with respect to actions in his or her official capacity, to be in the best
interests of Indiana Gas or (B) with respect to actions not in an official
capacity, was not opposed to the best interests of Indiana Gas and (3) with
respect to any criminal action, either (A) had reasonable cause to believe his
or her conduct was lawful or (B) had no reasonable cause to believe his or her
conduct was unlawful.
Further, Indiana Gas must indemnify any such person against expenses if he
or she has been successful on the merits or otherwise in the defense of the
action.
Unless ordered by a court, any indemnification of a person pursuant to the
provisions described in the first paragraph of this section may be made by
Indiana Gas only as authorized in the specific case upon a determination that
indemnification of the person is proper in the circumstances because he or she
met the applicable indemnification standards. Such determination shall be made
(i) by the board of directors of Indiana Gas, by a majority vote of a quorum
consisting of directors who are not parties to the action or proceeding or (ii)
if a quorum cannot be obtained, 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 parties to
the action or proceeding or (iii) by written opinion of independent legal
counsel (A) selected by the board in the manner described in (i) or (ii) above
or (B) if a quorum cannot be obtained or a committee cannot be designated,
selected by a majority of the full board in which selection directors who are
parties may participate or (iv) by shareholders who are not parties.
Indiana Gas may advance expenses reasonably incurred in defending any
action or proceeding described above if (i) the person furnishes Indiana Gas
with a written affirmation of a good faith belief that he or she has met the
indemnification standards and a written undertaking to repay the advance if it
is ultimately determined that he or she did not meet the indemnification
standards and (ii) it is determined that the facts then known would not preclude
indemnification pursuant to the provision described above.
The articles of Indiana Gas provide that the indemnification provisions are
not exclusive of other indemnification rights which a person may have under law,
the regulations and bylaws, a resolution of the board or shareholders, or any
other authorization or instrument providing for indemnification. The articles
provide that Indiana Gas has the power to maintain insurance on behalf of the
directors, officers and other persons described above against liabilities
whether or not Indiana Gas would otherwise have the power to indemnify against
such liability.
Indiana Business Corporation Law Provision
Vectren, Utility Holdings and Southern Indiana Gas are incorporated in
Indiana. Indiana Gas is incorporated in Indiana and Ohio. Section 23-1-37 et
seq. of the IBCL provides for "mandatory indemnification," unless limited by the
articles, by a corporation against reasonable expenses incurred by a director
who is wholly successful, on the merits or otherwise, in the defense of any
proceeding to which the director was a party by reason of the director being or
having been a director of the corporation. Section 23-1-37-10 of the IBCL states
that a corporation may, in advance of the final disposition of a proceeding,
reimburse reasonable expenses incurred by a director who is a party to a
proceeding if the director furnishes the corporation with a written affirmation
of the director's good faith belief that he or she acted in good faith and
reasonably believed his or her actions were in the best interest of the
corporation (or if the actions are not in an official capacity, the actions were
not opposed to the best interests of the corporation) if the proceeding is a
civil proceeding. If the proceeding is criminal, the director must furnish a
written affirmation that he or she had reasonable cause to believe he or she was
acting lawfully or the director or officer had no reason to believe the action
was unlawful. The director must undertake to repay the advance if it is
ultimately determined that he or she did not meet the standard of conduct
required by the IBCL. In addition, those making the decision to reimburse the
director must determine that the facts then known would not preclude
indemnification under the IBCL.
The IBCL permits a corporation to grant indemnification rights in addition
to those provided by statute, limited only by the fiduciary duties of the
directors approving the indemnification and public policies of the State of
Indiana.
Vectren of Ohio Indemnification Provisions
The code of regulations of Vectren of Ohio provide that Vectren of Ohio is
required to indemnify any person who is a party, or is threatened to be made a
party, to any civil, criminal, administrative, or investigative action, other
than an action by or in the right of the corporation, by reason of the fact that
he or she is or was a director, officer, employee, or agent of the corporation,
or is or was serving at the request of the corporation as a director, trustee,
officer, employee, or agent of another corporation, domestic or foreign,
nonprofit or for profit, partnership, joint venture, trust, or other enterprise,
against expenses, including attorneys' fees, judgments, decrees, fines,
penalties, and amounts paid in settlement actually and reasonably incurred by
him or her in connection with such action, suit or proceeding, if he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the corporation, and with respect to any
criminal action, or proceeding, he or she had no reasonable cause to believe
that his or her conduct was unlawful.
In case any such person is a party or is threatened to be made a party to
any threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor, further, Vectren of Ohio is
required to indemnify him or her against expenses, including attorneys' fees,
actually and reasonably incurred by him or her in connection with the defense or
settlement of an action or suit referenced above if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation, except that no indemnification shall be
made in respect of any of the following: (i) any claim, issue, or matter as to
which such person is adjudged to be liable for negligence or misconduct in the
performance of his or her duty to the corporation unless and only to the extent
that the court of common pleas, or the court in which such action or suit was
brought determines upon application that, despite the adjudication of liability,
but in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the court of common pleas
or such other court shall deem proper; or (ii) any action or suit in which the
only liability asserted against a director is pursuant to Section 1701.95 of the
Ohio Revised Code.
To the extent that any such person has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to above,
Vectren of Ohio must indemnify him or her against expenses, including attorneys'
fees, actually and reasonably incurred by him or her in connection with the
action, suit or proceeding.
Indemnification, unless ordered by a court, shall be made by Vectren of
Ohio only as authorized in the specific case upon a determination that
indemnification of the person is proper in the circumstances because he or she
has met the applicable standard of conduct set forth above. The determination
shall be made as follows: (i) by a majority vote of a quorum consisting of
directors of the corporation who were not and are not parties to or threatened
with any such action, suit, or proceeding, (ii) if this quorum is not obtainable
or if a majority vote of a quorum of disinterested directors so directs, in a
written opinion by independent legal counsel other than an attorney, or a firm
having associated with it an attorney, who has been retained by or who has
performed services for the corporation or any person to be indemnified within
the past five years, (iii) by the shareholders, or (iv) by the court of common
pleas or the court in which such action, suit, or proceeding has brought. Any
determination made by the disinterested directors or by independent legal
counsel must be promptly communicated to the person who threatened or brought
the action or suit, by or in the right of the corporation, and within ten days
after the receipt of the notification, such person shall have the right to
petition the court of common pleas or the court in which such action or suit was
brought to review the reasonableness of such determination.
Unless the only liability asserted against a director in an action, suit,
or proceeding is pursuant to Section 1701.95 of the Ohio Revised Code, expenses,
including attorneys' fees, incurred by a director in defending the action, suit,
or proceeding, shall be paid by the corporation as they are incurred, in advance
of the final disposition of the action, suit, or proceeding upon receipt of an
undertaking by or on behalf of the director in which he or she agrees to do both
of the following: (A) repay such amount if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his or her action or failure
to act involved an act or omission undertaken with deliberate intent to cause
injury to the corporation or undertaken with reckless disregard for the best
interests of the corporation; and (B) reasonably cooperate with the corporation
concerning the action, suit, or proceeding.
Expenses, including attorneys' fees, incurred by a director, trustee,
officer, employee or agent in defending any action, suit or proceeding referred
to above may be paid by the corporation as they are incurred in advance of the
final disposition of the action, suit or proceeding as authorized by the
directors in the specific case upon the receipt of an undertaking by or on
behalf of the director, trustee, officer, employee, or agent to repay such
amount, if it ultimately is determined that he or she is not entitled to be
indemnified by the corporation.
Expenses, including attorneys' fees, amounts paid in settlement, and
(except in the case of an action by or in the right of the corporation)
judgments, decrees, fines and penalties, incurred in connection with any
potential, threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative by any person by reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, trustee, officer, employee, or agent of another corporation, domestic
or foreign, nonprofit or profit, partnership, joint venture, trust or other
enterprise, may be paid or reimbursed by the corporation, as authorized by the
board of directors upon a determination that such payment or reimbursement is in
the best interests of the corporation; provided, however, that unless all
directors are interested, the interested directors shall not participate and a
quorum shall be one-third of the disinterested directors.
The indemnification authorized by the code of regulations is not exclusive
of, and shall be in addition to, any other rights granted to those seeking
indemnification under the corporation's articles of incorporation or the code of
regulations or any agreement, vote of shareholders or disinterested directors,
or otherwise, both as to action in an official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, trustee, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such person.
Vectren of Ohio may purchase and maintain insurance or furnish similar
protection, including but not limited to trust funds, letters of credit or
self-insurance, on behalf of or for any person who is or was a director,
officer, employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, trustee, officer, employee, or agent
of another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust or other enterprise, against any liability
asserted against him and incurred by him or her in any such capacity, or arising
out of his status as such, whether or not the corporation would have indemnified
him or her against such liability under the provisions described herein.
Insurance may be purchased from or maintained with a person in which the
corporation has a financial interest.
Ohio Revised Code Provisions
Vectren of Ohio is incorporated in Ohio. Indiana Gas is incorporated in
Ohio and Indiana. Section 1701.13(E) of the Ohio Revised Code gives a
corporation incorporated under the laws of Ohio power to indemnify any person
who is or has been a director, officer, agent or employee of that corporation,
or of another corporation, domestic or foreign, non-profit or for profit,
limited liability company or a partnership, joint venture or other enterprise,
at the request of that corporation, against expenses actually and reasonably
incurred by him in connection with any pending, threatened or completed action,
suit or proceeding, criminal or civil, to which he or she was, is or may be made
a party because of being or having been such director, officer or employee,
provided, in connection therewith, that such person is determined to have acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation, that, in the case of an action
or suit by or in the right of the corporation, (i) no negligence or misconduct
shall have been adjudged unless a court determines that such person is fairly
and reasonably entitled to indemnity, and (ii) the action or suit is not one in
which the only liability asserted against a director is pursuant to Section
1701.95 of the Ohio Revised Code, which relates to unlawful loans, dividends and
distributions of assets, and that, in the case of a criminal matter, such person
is determined to have had no reasonable cause to believe that his or her conduct
was unlawful. Section 1701.13(E) further provides that to the extent that such
person has been successful on the merits or otherwise in defense of any such
action, suit, or proceeding, or in defense of any claim, issue or matter
therein, he or she shall be indemnified against expenses, including attorneys'
fees, actually and reasonably incurred by him or her in connection therewith.
Section 1701.13(E) further provides that unless a corporation has specifically
elected to the contrary in its articles of incorporation or code of regulations
and unless the only liability asserted against a director is pursuant to Section
1701.95, expenses incurred by a director in defending such an action, suit or
proceeding shall be paid by the corporation as they are incurred in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking (i) to repay such amounts if it is proved by clear and convincing
evidence in a court of competent jurisdiction that such director acted, or
failed to act, with deliberate intent to cause injury to the corporation or with
reckless disregard for the best interests of the corporation and (ii) reasonably
to cooperate with the corporation concerning said action, suit or proceeding.
Section 1701.13(E) also provides that the indemnification thereby permitted
shall not be exclusive of any other rights that directors, officers or employees
may have, including rights under insurance purchased by the corporation.
Item 16. Exhibits.
Number Description
2.1 Agreement and Plan of Merger dated as of June 11, 1999 among
Indiana Energy, Inc., SIGCORP, Inc. and Vectren Corporation (the
"Merger Agreement") (Incorporated by reference to Exhibit 2 to
Vectren's Form S-4 (Registration No. 333-90763) filed on November
12, 1999)
2.2 Amendment No. 1 to the Merger Agreement dated December 14, 1999
(Incorporated by reference to Exhibit 2 to Indiana Energy, Inc.'s
(Commission File No. 1-09091) Current Report on Form 8-K filed on
December 16, 1999)
2.3 Asset Purchase Agreement dated December 14, 1999 between Indiana
Energy, Inc. and The Dayton Power and Light Company and Number
-3CHK with a commitment letter for a 364-Day Credit Facility
dated December 16, 1999 (Incorporated by reference to Exhibit 2
and 99.1 of Indiana Energy, Inc.'s Current Report on Form 8-K
dated December 28, 1999.)
4.1 Amended and Restated Articles of Incorporation of Vectren
Corporation effective March 31, 2000 (Incorporated by reference
to Exhibit 4.1 to the Current Report on Form 8-K of Vectren filed
on April 14, 2000)
4.2 Code of By-Laws of Vectren Corporation (Incorporated by reference
to Exhibit 3.2 to Vectren's Annual Report on Form 10-K filed on
March 18, 2003)
4.3 Shareholders Rights Agreement dated as of October 21, 1999
between Vectren Corporation and Equiserve Trust Company, N.A., as
Rights Agent (Incorporated by reference to Exhibit 4 to Vectren's
Form S-4 (Registration No. 333-90763) filed on November 12, 1999)
4.4 Form of Indenture (incorporated by reference to Exhibit 4.1 of
Utility Holdings's Form S-3 (Registration No. 333-69742) filed on
October 10, 2001)
5.1* Opinion of Barnes and Thornburg
5.2* Opinion of Kegler, Brown, Hill & Ritter
12* Statement regarding Computation of Ratios
23.1* Consent of Deloitte & Touche LLP regarding Vectren
23.2* Consent of Deloitte & Touche LLP regarding Utility Holdings
23.3* Consent of Barnes and Thornburg (included in Exhibit 5.1)
23.4* Consent of Kegler, Brown, Hill & Ritter (included in Exhibit 5.2)
24* Powers of Attorney
25* Form T-1 Statement of Eligibility
---------------
* filed herewith
We will file as an exhibit to an amendment to this registration statement or to
a Current Report on Form 8-K (i) any underwriting agreement relating to
securities offered by this Registration Statement and (ii) any required opinion
of counsel as to certain tax matters relative to securities offered hereby.
Item 17. Undertakings.
Each of the undersigned registrants 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 (the "Securities Act");
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(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 (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission 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, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Evansville, State of Indiana, on March 31, 2003.
VECTREN CORPORATION
By: /s/ Ronald E. Christian
---------------------------------------------
Ronald E. Christian, Senior Vice President,
Secretary and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
(1) Principal Executive Officer
/s/ Niel C. Ellerbrook March 31, 2003
------------------------------------------------ Chairman and Chief
Niel C. Ellerbrook Executive Officer
(2) Principal Financial Officer
/s/ Jerome A. Benkert, Jr. March 31, 2003
------------------------------------------------ Executive Vice President
Jerome A. Benkert, Jr. and Chief Financial
Officer
(3) Principal Accounting Officer
/s/ M. Susan Hardwick March 31, 2003
------------------------------------------------ Vice President and
M. Susan Hardwick Controller
(4) A Majority of the Board of Directors
/s/ John M. Dunn
-------------------------------------------
John M. Dunn Director
/s/ Niel C. Ellerbrook
-------------------------------------------
Niel C. Ellerbrook Director
/s/ John D. Englebrecht
-------------------------------------------
John D. Engelbrecht Director
/s/ Lawrence A. Ferger
-------------------------------------------
Lawrence A. Ferger Director
-------------------------------------------
Anton H. George Director
/s/ Andrew E. Goebel March 31, 2003
-------------------------------------------
Andrew E. Goebel Director
/s/ Robert L. Koch II
-------------------------------------------
Robert L. Koch II Director
/s/ William G. Mays
-------------------------------------------
William G. Mays Director
/s/ J. Timothy McGinley
-------------------------------------------
J. Timothy McGinley Director
/s/ Richard P. Rechter
-------------------------------------------
Richard P. Rechter Director
/s/ Ronald G. Reherman
-------------------------------------------
Ronald G. Reherman Director
/s/ Richard W. Shymanski
-------------------------------------------
Richard W. Shymanski Director
/s/ Jean L. Wojtowicz
-------------------------------------------
Jean L. Wojtowicz Director
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 Evansville, State of Indiana, on March 31, 2003.
VECTREN UTILITY HOLDINGS, INC.
By: /s/ Ronald E. Christian
---------------------------------------------
Ronald E. Christian, Senior Vice President
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
(1) Principal Executive Officer
/s/ Niel C. Ellerbrook
------------------------------------------------ Chairman and Chief March 31, 2003
Niel C. Ellerbrook Executive Officer
(2) Principal Financial Officer
/s/ Jerome A. Benkert, Jr.
------------------------------------------------ Executive Vice President March 31, 2003
Jerome A. Benkert, Jr. and Chief Financial
Officer
(3) Principal Accounting Officer
/s/ M. Susan Hardwick
------------------------------------------------ Vice President and March 31, 2003
M. Susan Hardwick Controller
(4) A Majority of the Board
of Directors
/s/ Niel C. Ellerbrook
------------------------------------------------
Niel C. Ellerbrook Director March 31, 2003
/s/ Andrew E. Goebel
------------------------------------------------
Andrew E. Goebel Director March 31, 2003
/s/ Jerome A. Benkert, Jr.
------------------------------------------------
Jerome A. Benkert, Jr. Director March 31, 2003
/s/ Ronald E. Christian
------------------------------------------------
Ronald E. Christian Director March 31, 2003
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 Evansville, State of Indiana, on March 31, 2003.
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
By: /s/ Ronald E. Christian
---------------------------------------------
Ronald E. Christian, Senior Vice President
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
(1) Principal Executive Officer
/s/ Niel C. Ellerbrook
------------------------------------------------ Chairman and Chief March 31, 2003
Niel C. Ellerbrook Executive Officer
(2) Principal Financial Officer
/s/ Jerome A. Benkert, Jr.
------------------------------------------------ Executive Vice President March 31, 2003
Jerome A. Benkert, Jr. and Chief Financial
Officer
(3) Principal Accounting Officer
/s/ M. Susan Hardwick
------------------------------------------------ Vice President and March 31, 2003
M. Susan Hardwick Controller
(4) A Majority of the Board
of Directors
/s/ Jerome A. Benkert, Jr.
------------------------------------------------ Director March 31, 2003
Jerome A. Benkert, Jr.
/s/ Ronald E. Christian
------------------------------------------------ Director March 31, 2003
Ronald E. Christian
/s/ William S. Doty
------------------------------------------------ Director March 31, 2003
William S. Doty
/s/ Niel C. Ellerbrook
------------------------------------------------ Director March 31, 2003
Niel C. Ellerbrook
/s/ Andrew E. Goebel
------------------------------------------------ Director March 31, 2003
Andrew E. Goebel
/s/ M. Susan Hardwick
------------------------------------------------ Director March 31, 2003
M. Susan Hardwick
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 Evansville, State of Indiana, on March 31, 2003.
INDIANA GAS COMPANY, INC.
By: /s/ Ronald E. Christian
--------------------------------------------
Ronald E. Christian, Senior Vice President
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
(1) Principal Executive Officer
/s/ Niel C. Ellerbrook
------------------------------------------------ Chairman and Chief March 31, 2003
Niel C. Ellerbrook Executive Officer
(2) Principal Financial Officer
/s/ Jerome A. Benkert, Jr.
------------------------------------------------ Executive Vice President March 31, 2003
Jerome A. Benkert, Jr. and Chief Financial
Officer
(3) Principal Accounting Officer
/s/ M. Susan Hardwick
------------------------------------------------ Vice President and March 31, 2003
M. Susan Hardwick Controller
(4) A Majority of the Board
of Directors
/s/ Jerome A. Benkert, Jr.
------------------------------------------------ Director March 31, 2003
Jerome A. Benkert, Jr.
/s/ Ronald E. Christian
------------------------------------------------ Director March 31, 2003
Ronald E. Christian
/s/ Niel C. Ellerbrook
------------------------------------------------ Director March 31, 2003
Niel C. Ellerbrook
/s/ Andrew E. Goebel
------------------------------------------------ Director March 31, 2003
Andrew E. Goebel
/s/ M. Susan Hardwick
------------------------------------------------ Director March 31, 2003
M. Susan Hardwick
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 Evansville, State of Indiana, on March 31, 2003.
VECTREN ENERGY DELIVERY OF OHIO, INC.
By: /s/ Ronald E. Christian
---------------------------------------------
Ronald E. Christian, Senior Vice President
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
(1) Principal Executive Officer
/s/ Niel C. Ellerbrook
------------------------------------------------ Chairman and Chief March 31, 2003
Niel C. Ellerbrook Executive Officer
(2) Principal Financial Officer
/s/ Jerome A. Benkert, Jr.
------------------------------------------------ Executive Vice President March 31, 2003
Jerome A. Benkert, Jr. and Chief Financial
Officer
(3) Principal Accounting Officer
/s/ M. Susan Hardwick
------------------------------------------------ Vice President and March 31, 2003
M. Susan Hardwick Controller
(4) A Majority of the Board
of Directors
/s/ Jerome A. Benkert, Jr.
------------------------------------------------ Director March 31, 2003
Jerome A. Benkert, Jr.
/s/ Ronald E. Christian
------------------------------------------------ Director March 31, 2003
Ronald E. Christian
/s/ Niel C. Ellerbrook
------------------------------------------------ Director March 31, 2003
Niel C. Ellerbrook
/s/ Andrew E. Goebel
------------------------------------------------ Director March 31, 2003
Andrew E. Goebel
EXHIBIT INDEX
Number Description
2.1 Agreement and Plan of Merger dated as of June 11, 1999 among
Indiana Energy, Inc., SIGCORP, Inc. and Vectren Corporation (the
"Merger Agreement") (Incorporated by reference to Exhibit 2 to
Vectren's Form S-4 (Registration No. 333-90763) filed on November
12, 1999)
2.2 Amendment No. 1 to the Merger Agreement dated December 14, 1999
(Incorporated by reference to Exhibit 2 to Indiana Energy, Inc.'s
(Commission File No. 1-09091) Current Report on Form 8-K filed on
December 16, 1999)
2.3 Asset Purchase Agreement dated December 14, 1999 between Indiana
Energy, Inc. and The Dayton Power and Light Company and Number
-3CHK with a commitment letter for a 364-Day Credit Facility
dated December 16, 1999 (Incorporated by reference to Exhibit 2
and 99.1 of Indiana Energy, Inc.'s Current Report on Form 8-K
dated December 28, 1999.)
4.1 Amended and Restated Articles of Incorporation of Vectren
Corporation effective March 31, 2000 (Incorporated by reference
to Exhibit 4.1 to the Current Report on Form 8-K of Vectren filed
on April 14, 2000)
4.2 Code of By-Laws of Vectren Corporation (Incorporated by reference
to Exhibit 3.2 to Vectren's Annual Report on Form 10-K filed on
March 18, 2003)
4.3 Shareholders Rights Agreement dated as of October 21, 1999
between Vectren Corporation and Equiserve Trust Company, N.A., as
Rights Agent (Incorporated by reference to Exhibit 4 to Vectren's
Form S-4 (Registration No. 333-90763) filed on November 12, 1999)
4.4 Form of Indenture (incorporated by reference to Exhibit 4.1 of
Utility Holdings's Form S-3 (Registration No. 333-69742) filed on
October 10, 2001)
5.1* Opinion of Barnes and Thornburg
5.2* Opinion of Kegler, Brown, Hill & Ritter
12* Statement regarding Computation of Ratios
23.1* Consent of Deloitte & Touche LLP regarding Vectren
23.2* Consent of Deloitte & Touche LLP regarding Utility Holdings
23.3* Consent of Barnes and Thornburg (included in Exhibit 5.1)
23.4* Consent of Kegler, Brown, Hill & Ritter (included in Exhibit 5.2)
24* Powers of Attorney
25* Form T-1 Statement of Eligibility
---------------
* filed herewith
We will file as an exhibit to an amendment to this registration
statement or to a Current Report on Form 8-K (i) any underwriting
agreement relating to securities offered by this Registration
Statement and (ii) any required opinion of counsel as to certain
tax matters relative to securities offered hereby.