Vectren Utility Holdings Form 8-K
United
States
Securities
And Exchange Commission
Washington,
DC 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of report (Date of earliest event reported) November 18,
2005
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Vectren
Utility Holdings, Inc.
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(Exact
name of registrant as specified in its charter)
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Indiana
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001-16739
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35-2104850
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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One
Vectren Square, Evansville, Indiana
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47741
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(Address
of principal executive offices)
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(Zip
Code)
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(812)
491-4000
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(Registrant’s
telephone number, including area code)
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N/A
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(Former
name or former address, if changed since last
report)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01. Other
Events.
Vectren
Utility Holdings, Inc. hereby files an Underwriting Agreement, dated November
16, 2005, attached hereto as Exhibit 1.1 and incorporated herein by reference,
in connection with the Vectren Utility Holdings, Inc. issuance of $75,000,000
aggregate principal amount of its 5.45% Senior Notes due December 1, 2015 and
$75,000,000 aggregate principal amount of its 6.10% Senior Notes due December
1,
2035 (the “Securities”).
Vectren
Utility Holdings, Inc. hereby files a Terms Agreement, dated November 16, 2005,
attached hereto as Exhibit 1.2 and incorporated herein by reference, in
connection with the Vectren Utility Holdings, Inc. issuance of $75,000,000
aggregate principal amount of its 5.45% Senior Notes due December 1, 2015 and
$75,000,000 aggregate principal amount of its 6.10% Senior Notes due December
1,
2035 (the “Securities”).
Vectren
Utility Holdings, Inc. hereby files the form of Fourth Supplemental Indenture
(including the Form of Note), attached hereto as Exhibit 4.1 and incorporated
herein by reference, in connection with the issuance by Vectren Utility
Holdings, Inc. of the Securities.
Vectren
Utility Holdings, Inc. hereby files the final Legal Opinion of Barnes &
Thornburg LLP, attached hereto as Exhibit 5.1 and incorporated herein by
reference, in connection with the issuance of the Securities.
Vectren
Utility Holdings, Inc. hereby files the final Legal Opinion of Kegler, Brown,
Hill & Ritter Co., L.P.A., attached hereto as Exhibit 5.2 and incorporated
herein by reference, in connection with the issuance of the
Securities.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit
No.
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Description
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1.1
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Underwriting
Agreement, dated November 16, 2005, among Vectren Utility Holdings,
Inc.,
Indiana Gas Company, Inc., Southern Indiana Gas and Electric Company,
Vectren Energy Delivery of Ohio, Inc., and LaSalle Financial Services,
Inc., in its capacity as representative of the underwriters named
therein.
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1.2
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Terms
Agreement, dated November 16, 2005, among Vectren Utility Holdings,
Inc.,
Indiana Gas Company, Inc., Southern Indiana Gas and Electric Company,
Vectren Energy Delivery of Ohio, Inc., and LaSalle Financial Services,
Inc., in its capacity as representative of the underwriters named
therein.
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4.1
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Form
of Fourth Supplemental Indenture, among Vectren Utility Holdings,
Inc.,
Indiana Gas Company, Inc., Southern Indiana Gas and Electric Company,
Vectren Energy Delivery of Ohio, Inc., and U.S. Bank National
Association.
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5.1
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Opinion
of Barnes & Thornburg LLP
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5.2
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Opinion
of Kegler, Brown, Hill & Ritter Co.,
L.P.A.
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Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Vectren
Utility Holdings, Inc.
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(Registrant)
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Dated:
November 18, 2005
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By:
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/s/
M. Susan Hardwick |
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M.
Susan Hardwick
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Vice
President and Controller
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