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Filings Under the Public Utility Holding Company Act of 1935, as Amended (“Act”)

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Start Preamble 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.

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.

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 Start Printed Page 6420nine months ended September 30, 1999, Indiana Gas had operating revenues of approximately $419,061,000 and net income of approximately $31,377,000.

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]

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.

Start Signature

For the Commission by the Division of Investment Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

End Signature End Preamble


1.  Vectren proposes to account for the Merger on a “pooling-of-interests” basis under generally accepted accounting principles.

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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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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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4.  Under the order of the IURC, accounting records and financial reports are maintained and presented on a consolidated basis.

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[FR Doc. 00-2878 Filed 2-8-00; 8:45 am]