[Federal Register Volume 65, Number 27 (Wednesday, February 9, 2000)]
[Notices]
[Pages 6419-6420]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-2878]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27129]


Filings Under the Public Utility Holding Company Act of 1935, as 
Amended (``Act'')

February 2, 2000.
    Notice is hereby given that the following filing(s) has/have been 
made with the Commission pursuant to provisions of the Act and rules 
promulgated under the Act. All interested persons are referred to the 
applications(s) and/or declaration(s) for complete statements of the 
proposed transactions(s) summarized below. The application(s) and/or 
declarations(s) and any amendments is/are available for public 
inspection through the Commission's Branch of Public Reference.
    Interested persons wishing to comment or request a hearing on the 
applications(s) and/or declaration(s) should submit their views in 
writing by February 24, 2000, to the Secretary, Securities and Exchange 
Commission, Washington, DC 20549-0609, and serve a copy on the relevant 
applicant(s) and/or declarant(s) at the address(es) specified below. 
Proof of service (by affidavit or, in case of an attorney at law, by 
certificate) should be filed with the request. Any request for hearing 
should identify specifically the issues of facts or law that are 
disputed. A person who so requests will be notified of any hearing, if 
ordered, and will receive a copy of any notice or order issued in the 
matter. After February 24, 2000, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

Vectren Corporation, 70-9585

    Vectren Corporation (``Vectren''), an Indiana Corporation, 20 N.W. 
Fourth Street, Evansville, Indiana 47741, has filed an application 
under sections 9(a)(2) and 10 of the Act.
    Under the Agreement and Plan of Merger, dated as of June 11, 1999 
(``Merger Agreement''), Vectren will acquire all of the issued and 
outstanding common stock of SIGCORP, Inc. and Indiana Energy, Inc., 
both Indiana corporations and public-utility holding companies exempt 
under section 3(a)(1) by rule 2 from all provisions of the Act except 
section 9(a)(2) (``Transaction'' or ``Merger'') \1\. Upon completion of 
the proposed Transaction, SIGCORP and Indiana Energy will be merged 
with and into Vectren and Vectren will be the sole surviving 
corporation. Following the consummation of the Merger, Vectren will 
become a holding company and claim an exemption from all provisions of 
the Act under rule 2.
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    \1\ Vectren proposes to account for the Merger on a ``pooling-
of-interests'' basis under generally accepted accounting principles.
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    Each share of SIGCORP common stock shall be converted into 1.333 
shares of Vectren Common stock. Each share of Indiana Energy common 
stock shall be converted into one share of Vectren common stock. No 
fractional shares will be issued. Instead, each holder of SIGCORP 
common stock who would otherwise receive a fractional share of Vectren 
common stock will receive cash in payment for that fractional share 
based on the prevailing price on the New York Stock Exchange.
    SIGCORP is a holding company located in Evansville, Indiana and 
owns one public-utility subsidiary, Southern Indiana Gas and Electric 
Company (``SIGECO'') and ten non-utility subsidiaries. SIGECO is 
located in Evansville, Indiana and is engaged in the generation, 
transmission, distribution and sale of electricity and the distribution 
and sale of natural gas in a service area covering ten counties in 
southwestern Indian. As of September 30, 1999 SIGECO served 125,546 
retail electric customers and supplied natural gas to 107,268 
customers.\2\ For the nine months ended September 30, 1999, SIGECO had 
operating revenues of $185,683,040 and net income of $38,264,322.
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    \2\ SIGECO is a party to an interconnection agreement under 
which it provides firm power to the City of Jasper, Indiana. It also 
has an agreement with Hoosier Energy Rural Electric Cooperative, 
Inc. for the sale of firm peaking power during the annual winter 
heating season. SIGECO is interconnected with Louisville Gas and 
Electric. Co., Cinergy Services, Inc., Indianapolis Power & Light 
Co., Hoosier Energy, Big Rivers Electric Corporation, Wabash Valley 
Power Association and the City of Jasper.
    SIGECO's gas transmission system includes 359 miles of 
transmission mains, and the gas distribution system includes 2,520 
miles of distribution mains. SIGECO currently purchases nearly 100% 
of its supply gas requirements from the Gulf Coast production basin, 
particularly in the on-shore and off-shore Texas and Louisiana 
producing regions.
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    SIGECO owns approximately 33% of the outstanding common stock of 
Community Natural Gas Company, Inc. (``Community''), a small Indiana 
gas distribution company. Community has several service territories in 
southwestern Indiana that are adjacent to or near the gas service 
territory of SIGECO. Community has 6,638 natural gas customers and 
approximately 470 miles of distribution mains.
    The non-utility subsidiaries of SIGCORP include: (1) Southern 
Indiana Properties, Inc., which invests in real estate and equipment; 
(2) Energy Systems Group, Inc., which is a partner in an energy-related 
performance contracting firm; (3) Southern Indiana Minerals, Inc., 
which processes and market coal combustion by-products; (4) SIGCORP 
Energy Services., Inc., which is an energy marketer; (5) SIGCORP 
Capital, Inc., which is the financing vehicle for SIGCORP's non-
regulated subsidiaries; (6) SIGCORP Fuels, Inc., which owns and 
operates coal mining properties; (7) SIGCORP Power Marketing, Inc., 
which is not currently active; (8) SIGCORP Communications Services., 
Inc., which was formed to undertake communication-related initiatives; 
(9) SIGECO Advanced Communication, Inc., which holds SIGCORP's 
investment in several communications partnerships; and (10) SIGCORP 
Environmental Services, Inc., which holds SIGCORP's investment in Air 
Quality Services.
    Indiana Energy is a holding company that owns one public-utility 
subsidiary, Indiana Gas Company, Inc. (``Indiana Gas''), and three non-
utility subsidiaries. Indiana Gas is engaged in the business of 
providing gas utility service in the State in Indiana. In 1999, Indiana 
Gas supplied gas to approximately 500,000 consumers in 48 of the 92 
counties in Indiana.\3\ For the

[[Page 6420]]

nine months ended September 30, 1999, Indiana Gas had operating 
revenues of approximately $419,061,000 and net income of approximately 
$31,377,000.
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    \3\ Indiana Gas owns 10,948 miles of distribution mains. Indiana 
Gas purchases 50% of its total system gas supply requirements from 
the Gulf Coast production basin and approximately 48% from 
production in the Mid-continent basin. Approximately 2% of Indiana 
Gas's gas supplies are accessed through the Chicago market hub 
giving supply choice from the western Canadian Basin, Michigan 
production basin or the Mid-continent basin.
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    Indiana Gas is also a holding company because it owns all of the 
voting securities of Richmond Gas Corporation (``Richmond Gas'') and 
Terre Haute Gas Corporation (`Terre Haute''), both public-utility 
companies. While Richmond Gas and Terre Haute technically exist as 
separate corporate entities, in accordance with an order issued by the 
Indiana Utility Regulatory Commission (``IURC''), Indiana Gas, Richmond 
Gas and Terre Haute have combined their operations for all purposes and 
are transacting business under the name of ``Indiana Gas Company, 
Inc.'' \4\
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    \4\ Under the order of the IURC, accounting records and 
financial reports are maintained and presented on a consolidated 
basis.
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    The non-utility subsidiaries of Indiana Energy include: (1) IEI 
Services, LLC, which provides support services to Indiana Energy and 
its subsidiaries; (2) IEI Capital Corp., which was formed to carry out 
the financing activities of Indiana Energy; and (3) IEI Investments, 
Inc., which was formed to separate the non-regulated businesses and 
investments of Indiana Energy.
    Vectren states that the merger will create a company that is better 
positioned to compete in the energy industry and expects the long-term 
value to shareholders to be enhanced while providing customers with 
reliable service at more stable and competitive prices.

    For the Commission by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 00-2878 Filed 2-8-00; 8:45 am]
BILLING CODE 8010-01-M