vuhi_s3.htm
As
Filed With the Securities and
Exchange Commission On September 21,
2007
Registration
No.
333-______
SECURITIES
AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
_________________
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF
1933
________________
VECTREN
UTILITY HOLDINGS,
INC.
(Exact
Name of Registrant as Specified
in its Charter)
Indiana
(State
or Other Jurisdiction of
Incorporation or Organization)
35-2104850
(I.R.S.
Employer Identification
Number)
SOUTHERN
INDIANA
GAS AND ELECTRIC
COMPANY
(Exact
Name of Registrant as Specified
in its Charter)
Indiana
(State
or Other Jurisdiction of
Incorporation or Organization)
35-0672570
(I.R.S.
Employer Identification
Number)
INDIANA
GAS COMPANY,
INC.
(Exact
Name of Registrant as Specified
in its Charter)
Indiana
and Ohio
(State
or Other Jurisdiction of
Incorporation or Organization)
35-0793669
(I.R.S.
Employer Identification
Number)
VECTREN
ENERGY DELIVERY OF OHIO,
INC.
(Exact
Name of Registrant as Specified
in its Charter)
Ohio
(State
or Other Jurisdiction of
Incorporation or Organization)
35-2107003
(I.R.S.
Employer Identification
Number)
One
Vectren Square
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
Executive
Vice President, Chief
Administrative Officer and Secretary of
Vectren
Utility Holdings, Inc., Vectren
Energy Delivery of Ohio, Inc.,
Indiana
Gas Company, Inc. and
Southern
Indiana Gas and Electric
Company
One
Vectren Square
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
LLP
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, other than securities
being offered only in connection with dividend or interest reinvestment plan,
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
this Form is a registration statement
pursuant to General Instruction I.D. or a post-effective amendment thereto
that
shall become effective upon filing with the Commission pursuant to Rule 462(e)
under the Securities Act, check the following box. ¨
If
this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction
I.D.
filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box.
¨
_________________________
CALCULATION
OF REGISTRATION
FEE
Title
of each class of securities
to be registered
|
Amount
to
be registered
(1)
|
Proposed
maximum offering
price per
unit
(1)
|
Proposed
maximum aggregate
offering price
(2)
|
Amount
of registration fee
(3)
|
|
|
|
|
|
VECTREN
UTILITY HOLDINGS,
INC.
|
$300,000,000
|
|
$300,000,000
|
$9,210.00
|
Debt
securities
|
|
|
|
|
INDIANA
GAS COMPANY,
INC.
|
|
|
|
|
Guarantee
of debt securities
(4)
|
|
|
|
|
SOUTHERN
INDIANA GAS AND ELECTRIC
COMPANY
|
|
|
|
|
Guarantee
of debt securities
(4)
|
|
|
|
|
VECTREN
ENERGY DELIVERY OF OHIO,
INC.
|
|
|
|
|
Guarantee
of debt securities
(4)
|
|
|
|
|
|
|
|
|
|
Total
|
$300,000,000
|
|
$300,000,000
|
$9,210.00
|
_____________________
(1)
|
Not
applicable pursuant to the
Note following the Calculation of Registration Fee Table and General
Instruction II.D. to Form S-3, which provide that only the maximum
aggregate offering price for all classes of securities to be registered
need be specified.
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(2)
|
Such
amount as shall result in an
aggregate offering price for all debt securities of Vectren Utility
Holdings, Inc. not to exceed $300,000,000. If any debt securities
are
issued at a discount, then the aggregate initial offering price as
so
discounted shall not exceed $300,000,000, notwithstanding that the
principal amount of such debt securities may exceed such
amount.
|
(3)
|
Calculated
pursuant to Rule 457(o)
under the Securities Act of 1933 at the statutory rate of $30.70
per
million of the maximum aggregate offering price in effect at the
time of
filing. Pursuant to Rule 457(p) under the Securities Act of 1933,
$6,267.50 of this amount is being paid with the filing of this
Registration Statement; the balance is paid by offset of $2,942.50
of the
filing fee paid with the registration statement on Form S-3 (No.
333-128286) filed by Vectren Utility Holdings, Inc. on September
13, 2005,
associated with the $25,000,000 of unsold securities registered on
that
registration statement.
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(4)
|
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. Pursuant to Rule
457(n), no separate registration fee for the guarantees shall be
payable.
|
________________________
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.
PROSPECTUS
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.
Subject
to
Completion,
Preliminary
Prospectus
dated ___________
___,
2007
$300,000,000
VECTREN
UTILITY HOLDINGS,
INC.
Debt
Securities
SOUTHERN
INDIANA GAS AND ELECTRIC
COMPANY
Guarantee
of Debt
Securities
|
|
INDIANA
GAS COMPANY,
INC.
Guarantee
of Debt
Securities
|
VECTREN
ENERGY DELIVERY OF OHIO,
INC.
Guarantee
of Debt
Securities
|
·
|
Vectren
Utility
Holdings, Inc. a wholly owned subsidiary of Vectren Corporation,
may offer
from time to time up to $300,000,000 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.
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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.
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We
will provide
the specific terms of these securities in supplements to this
prospectus.
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You
should read
this prospectus and the applicable prospectus supplement relating
to the
specific offering of securities carefully before you
invest.
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This
prospectus
may not be used to sell securities unless accompanied by a prospectus
supplement.
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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
__________ ____, 2007
TABLE
OF
CONTENTS
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Forward-Looking
Statements
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Vectren
Utility Holdings,
Inc.
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Ratio
of Earnings to Fixed
Charges
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Description
of the Debt
Securities
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Where
You Can Find More
Information
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Incorporation
of Information We
File with the Securities and Exchange
Commission
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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 Utility Holdings, Inc. may from time to time sell debt
securities in one or more offerings up to an initial offering price of
$300,000,000. 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 Securities
and Exchange Commission.”
You
should rely only on the information
contained or incorporated by reference in this prospectus, the related
prospectus supplement and
any
related free writing prospectus required to be filed with the Securities and
Exchange Commission. 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 Utility Holdings, Inc. and, where
appropriate, our subsidiary companies.
RISK
FACTORS
You
should carefully consider the
specific risks set forth under the caption “Risk Factors” in the applicable
prospectus supplement, if any, and under the caption “Risk Factors” in any
of our filings with the Securities and Exchange Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference into this prospectus before making an investment
decision. For more information, see “Where You Can Find More Information” and
“Incorporation of Information We File with the Securities and Exchange
Commission.”
FORWARD-LOOKING
STATEMENTS
A
“safe
harbor” for forward-looking
statements is provided by the Private Securities Litigation Reform Act of 1995
(“Reform Act of 1995”). The Reform Act of 1995 was adopted to encourage such
forward-looking statements without the threat of litigation, provided those
statements are identified as forward-looking and are accompanied by meaningful
cautionary statements identifying important factors that could cause the actual
results to differ materially from those projected in the statement. Certain
matters described in this prospectus, any accompanying prospectus
supplement and in the Company’s other filings with the Securities and
Exchange Commission are forward-looking statements. When used herein or therein,
the words “believe,” “anticipate,” “endeavor,” “estimate,” “expect,”
“objective,” “projection,” “forecast,” “goal” and similar expressions are
intended to identify forward-looking statements. In addition to any assumptions
and other factors referred to specifically in connection with such
forward-looking statements, factors that could cause the Company’s actual
results to differ materially from those contemplated in any forward-looking
statements, include, among others, the following:
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Factors
affecting
utility operations such as unusual weather conditions; catastrophic
weather-related damage; unusual maintenance or repairs; unanticipated
changes to fossil fuel costs; unanticipated changes to gas supply
costs,
or availability due to higher demand, shortages, transportation problems
or other developments; environmental or pipeline incidents; transmission
or distribution incidents; unanticipated changes to electric energy
supply
costs, or availability due to demand, shortages, transmission problems
or
other developments; or electric transmission or gas pipeline system
constraints.
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Increased
competition in the energy environment, including effects of industry
restructuring and
unbundling.
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Regulatory
factors such as unanticipated changes in rate-setting policies or
procedures, recovery of investments and costs made under traditional
regulation, and the frequency and timing of rate
increases.
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Financial,
regulatory or
accounting principles or policies imposed by the Financial Accounting
Standards Board, the Securities and Exchange Commission, the Federal
Energy Regulatory Commission, state public utility commissions, state
entities which regulate electric and natural gas transmission and
distribution, natural gas gathering and processing, electric power
supply,
and similar entities with regulatory
oversight.
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Economic
conditions, including the
effects of an economic downturn, inflation rates, commodity prices,
and
monetary fluctuations.
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Increased
natural
gas commodity prices and the potential impact on customer consumption,
uncollectible accounts expense and unaccounted for gas and interest
expense.
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Changing
market
conditions and a variety of other factors associated with physical
energy
and financial trading activities, including, but not limited to,
price,
basis, credit, liquidity, volatility, capacity, interest rate, and
warranty risks.
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Direct
or indirect effects on our business, financial condition, liquidity
and
results of operations resulting from changes
in credit
ratings, changes in interest rates, and/or changes in market perceptions
of the utility industry and other energy-related
industries.
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Employee
or
contractor workforce factors, including changes in key executives,
collective bargaining agreements with union employees, aging workforce
issues or work stoppages.
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Legal
and
regulatory delays and other obstacles associated with mergers,
acquisitions, and investments in joint
ventures.
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Costs
and other
effects of legal and administrative proceedings, settlements,
investigations, claims, and other
matters.
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Changes
in
Federal, state or local legislature requirements, such as changes
in tax
laws or rates, environmental laws and
regulations.
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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 any
accompanying prospectus supplement or documents incorporated by
reference, as of the date of those documents, and we undertake no obligation
to
publicly update or revise these statements in the future, whether as a result
of
changes in actual results, changes in assumptions or other factors affecting
such statements.
VECTREN
UTILITY HOLDINGS,
INC.
Vectren
Utility Holdings, Inc., an
Indiana
corporation (“Utility Holdings”), is a
wholly owned subsidiary of Vectren Corporation (“Vectren”). Utility Holdings was
formed on March 31, 2000 to serve as the intermediate holding company for
Vectren’s three operating public utilities: Indiana Gas Company, Inc. (“Indiana
Gas”), formerly a wholly owned subsidiary of Indiana Energy, Inc., Southern
Indiana Gas and Electric Company (“Southern Indiana Gas”), formerly a wholly
owned subsidiary of SIGCORP, Inc., and the natural gas distribution operations
in west central Ohio, which Vectren acquired from The Dayton Power and Light
Company on October 31, 2000 (the “Ohio operations”). We also have other assets
that provide information technology and other services to the three
utilities.
Indiana
Gas provides energy delivery
services to approximately 565,000 natural gas customers located in central
and
southern Indiana.
Southern
Indiana Gas provides energy
delivery services
to approximately 141,000 electric customers and approximately 112,000 natural
gas customers located near Evansville
in southwestern Indiana.
Southern
Indiana Gas also owns and operates
electric
generation to serve its electric customers and optimizes those assets in the
wholesale power market. Indiana Gas and Southern Indiana Gas generally do
business as Vectren Energy Delivery of Indiana.
The
Ohio
operations provide energy delivery
services to approximately 318,000 natural gas customers located near
Dayton
in west central Ohio.
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).
The
Ohio
operations generally do business as
Vectren Energy Delivery of Ohio.
Utility
Holdings segregates its
businesses into three operating segments: Gas Utility Services, Electric Utility
Services, and Other Operations. The Gas Utility Services segment includes the
operations of Indiana Gas, the Ohio
operations, and Southern Indiana Gas’
natural gas distribution business and provides natural gas distribution and
transportation services to nearly two-thirds of Indiana
and to west central Ohio.
The Electric Utility Services segment
includes the operations of Southern Indiana Gas’ electric transmission and
distribution services, which provides electric distribution services of Utility
Holdings primarily to southwestern Indiana,
and includes the power generating and
marketing operations. Utility Holdings collectively refers to its gas and
electric operating segments as its regulated operations. In total, these
regulated operations supply natural gas and/or electricity to over one million
customers. Other Operations primarily provide information technology and other
support services to those utility operations.
We
were 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 One Vectren Square,
Evansville,
Indiana 47708.
Our telephone number is (812)
491-4000.
USE
OF
PROCEEDS
Unless
the applicable 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) and refinancing
outstanding long term debt, 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.
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Fiscal
Year Ended December
31,
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Twelve
Months Ended June 30,
2007
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2006
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2005
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2004
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2003
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2002
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Ratio
of Earnings to Fixed
Charges
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2.9x
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2.8x
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3.1x
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3.0x
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3.1x
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3.1x
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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.
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:
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(1)
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the
title of the
series of debt securities;
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(2)
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any
limit upon
the aggregate principal amount of the securities of the series that
may be
authenticated and delivered under the
indenture;
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(3)
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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;
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(4)
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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;
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(5)
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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;
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(6)
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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;
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(7)
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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;
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(8)
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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;
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(9)
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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;
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(10)
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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;
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(11)
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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;
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(12)
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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;
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(13)
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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;
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(14)
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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;
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(15)
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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;
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(16)
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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;
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|
(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.
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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:
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|
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
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|
|
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.
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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:
|
(2)
|
reserves
for
estimated rate refunds pending the outcome of a rate proceeding to
the
extent such refunds have not been finally
determined;
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|
(3)
|
all
intangible
assets; and
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|
(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;
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|
(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
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|
(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:
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|
(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;
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|
(c)
|
for
the payment
of money relating to a capitalized lease obligation;
or
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|
(d)
|
in
respect of
acceptances or letters of credit or similar instruments issued or
created
for the account of such
person;
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|
(2)
|
any
preferred
stock of any person that is redeemable other than at the option of
such
person;
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|
(3)
|
any
guarantee by
any person of any liability or preferred stock of others described
in the
preceding clauses (1) or (2);
and
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|
(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.
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“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;
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|
(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
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|
(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.
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“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:
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(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
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|
(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;
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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;
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|
(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;
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|
(5)
|
liens
securing
indebtedness other than funded debt;
and
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|
(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
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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
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|
(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
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|
(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.
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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
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|
(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’ 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:
· to
the public through
underwriters,
· to
private investors
through agents or dealers,
· directly
to
purchasers,
· or
through a
combination of these methods.
We
may effect the distribution of the
securities from time to time in one or more transactions:
· at
a fixed price or
prices which may be changed;
· at
market prices
prevailing at the time of sale;
·
at prices related
to those prevailing market prices; or
· 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 LLP, Indianapolis,
Indiana,
and by Kegler, Brown, Hill &
Ritter, Columbus,
Ohio.
EXPERTS
The
consolidated financial statements
and the related consolidated financial statement schedule incorporated in this
prospectus by reference from Vectren Utility Holdings, Inc.’s Annual Report on
Form 10-K for the year ended December 31, 2006 have been audited by Deloitte
& Touche LLP, an independent registered public accounting firm, as stated in
their report, which is incorporated herein by reference, 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
Utility
Holdings files annual, quarterly
and special reports 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 Securities and Exchange Commission’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 Securities and Exchange Commission, 100 F Street, N.E.,
Room 1580, Washington D.C. 20549,
at prescribed rates. You may obtain
information on the operation of the Public Reference Room by calling the
Securities and Exchange Commission at (800) SEC-0330.
This
prospectus is part of a
registration statement on Form S-3 that Utility Holdings, Indiana Gas, Southern
Indiana Gas and Vectren of Ohio jointly have filed with the Securities and
Exchange Commission 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 SECURITIES AND EXCHANGE
COMMISSION
The
Securities and Exchange Commission
allows us to “incorporate by reference” into this prospectus certain information
we file with the Securities and Exchange Commission. This means that we can
disclose important information to you by referring you to another document
filed
separately with the Securities and Exchange Commission. 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
Securities and Exchange Commission and any future filings we make with the
Securities and Exchange Commission 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.
|
·
|
Annual
Report of
Utility Holdings on Form 10-K for the year ended December
31,
2006;
|
|
|
Quarterly
Reports
of Utility Holdings on Form 10-Q for the quarters ended March
31,
2007
and June
30,
2007;
and
|
|
|
Current
Reports
of Utility Holdings on Form 8-K filed with the Securities and Exchange
Commission on January 4, 2007, February 5, 2007, April 20, 2007,
May 22,
2007, June 28, 2007 and August 16,
2007.
|
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
One
Vectren Square
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
|
|
$ |
9,210
|
|
|
Blue
Sky Fees and
Expenses
|
|
|
25,000
|
|
|
Printing
and Engraving
Expenses
|
|
|
50,000
|
|
|
Legal
Fees and
Expenses
|
|
|
150,000
|
|
|
Rating
Agency
Fees
|
|
|
150,000
|
|
|
Accounting
Fees and
Expenses
|
|
|
30,000
|
|
|
Trustee
Fees
|
|
|
20,000
|
|
|
Miscellaneous
|
|
|
75,000
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
509,210
|
|
Item
15. Indemnification
of
Directors and Officers.
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
|
|
Form
of Indenture (incorporated by
reference to Exhibit 4.1 of Utility Holdings’ Form S-3 (Registration No.
333-69742) filed on October 10, 2001)
|
5.1*
|
|
Opinion
of Barnes &
Thornburg LLP
|
5.2*
|
|
Opinion
of Kegler, Brown, Hill
& Ritter
|
12*
|
|
Statement
regarding Computation of
Ratios
|
23.1*
|
|
Consent
of Deloitte & Touche
LLP regarding Utility Holdings
|
23.2*
|
|
Consent
of Barnes &
Thornburg LLP (included in Exhibit 5.1)
|
23.3*
|
|
Consent
of Kegler, Brown, Hill
& Ritter (included in Exhibit 5.2)
|
24.1*
|
|
Power
of Attorney - Vectren
Utility Holdings, Inc.
|
24.2*
|
|
Power
of Attorney - Southern Indiana
Gas and Electric
Company
|
24.3*
|
|
Power
of Attorney - Indiana Gas
Company, Inc.
|
24.4*
|
|
Power
of Attorney - Vectren Energy
Delivery of Ohio, Inc.
|
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, (ii) any final opinion relating to the legality of securities offered
hereby and (iii) 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), (1)(ii)
and (1)(iii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in 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, or is
contained in a form of prospectus filed pursuant to Rule 424(b) that is part
of
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 the purpose of determining
liability under the Securities Act to any purchaser:
(i) Each
prospectus filed by the registrant
pursuant to Rule 424(b)(3) shall be deemed to be part of the registration
statement as of the date the filed prospectus was deemed part of and included
in
the registration statement; and
(ii) Each
prospectus required to be filed
pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering made pursuant to
Rule
415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by section 10(a) of the Securities Act shall be deemed to be part
of
and included in the registration statement as of the earlier of the date such
form of prospectus is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the prospectus.
As
provided in Rule 430B, for liability purposes of the issuer and any person
that
is at that date an underwriter, such date shall be deemed to be a new effective
date of the registration statement relating to the securities in the
registration statement to which that prospectus relates, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into
the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made
in
any such document immediately prior to such effective date.
(5) That,
for the purpose of determining
liability of the registrant under the Securities Act to any purchaser in the
initial distribution of the securities:
The
undersigned registrant undertakes
that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used
to
sell the securities to the purchaser, if the securities are offered or sold
to
such purchaser by means of any of the following communications, the undersigned
registrant will be a seller to the purchaser and will be considered to offer
or
sell such securities to such purchaser.
(i) Any
preliminary prospectus or prospectus
of the undersigned registrant relating to the offering required to be filed
pursuant to Rule 424;
(ii) Any
free writing prospectus relating to
the offering prepared by or on behalf of the undersigned registrant or used
or
referred to by the undersigned registrant;
(iii) The
portion of any other free writing
prospectus relating to the offering containing material information about the
undersigned registrant or its securities provided by or on behalf of the
undersigned registrant; and
(iv) Any
other communication that is an offer
in the offering made by the undersigned registrant to the
purchaser.
(6) That,
for purposes of determining any
liability under the Securities Act, 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.
(7) Insofar
as
indemnification for liabilities arising under the Securities Act 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
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 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 September 20, 2007.
|
VECTREN
UTILITY HOLDINGS,
INC.
|
|
|
|
|
|
|
|
By:
|
/s/
Ronald E.
Christian
|
|
|
Ronald
E. Christian, Executive
Vice President, Chief Administrative Officer 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 Executive
Officer
|
|
September
20,
2007
|
Niel
C.
Ellerbrook
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2)
Principal Financial
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Jerome A. Benkert,
Jr.
|
|
Executive
Vice President and Chief
Financial Officer
|
|
September
20,
2007
|
Jerome
A. Benkert,
Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3)
Principal Accounting
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
M. Susan
Hardwick
|
|
Vice
President, Controller and
Asst. Treasurer
|
|
September
20,
2007
|
M.
Susan
Hardwick
|
|
|
|
|
(4)
A
Majority of the Board of
Directors
/s/
Niel C.
Ellerbrook
|
|
Director
|
|
September
20,
2007
|
Niel
C.
Ellerbrook
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Carl L.
Chapman
|
|
Director
|
|
September
20,
2007
|
Carl
L.
Chapman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Jerome A. Benkert,
Jr.
|
|
Director
|
|
September
20,
2007
|
Jerome
A. Benkert,
Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Ronald E.
Christian
|
|
Director
|
|
September
20,
2007
|
Ronald
E.
Christian
|
|
|
|
|
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 September 20, 2007.
|
SOUTHERN
INDIANA GAS AND ELECTRIC
COMPANY
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Ronald E.
Christian
|
|
|
Ronald
E. Christian, Executive
Vice President, Chief Administrative Officer 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 Executive
Officer
|
|
September
20,
2007
|
Niel
C.
Ellerbrook
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2)
Principal Financial
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Jerome A. Benkert,
Jr.
|
|
Executive
Vice President and Chief
Financial Officer
|
|
September
20,
2007
|
Jerome
A. Benkert,
Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3)
Principal Accounting
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
M. Susan
Hardwick
|
|
Vice
President, Controller and
Asst. Treasurer
|
|
September
20,
2007
|
M.
Susan
Hardwick
|
|
|
|
|
(4)
A
Majority of the Board of
Directors
/s/
Jerome A. Benkert,
Jr.
|
|
Director
|
|
September
20,
2007
|
Jerome
A. Benkert,
Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Ronald E.
Christian
|
|
Director
|
|
September
20,
2007
|
Ronald
E.
Christian
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Carl L.
Chapman
|
|
Director
|
|
September
20,
2007
|
Carl
L.
Chapman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Niel C.
Ellerbrook
|
|
Director
|
|
September
20,
2007
|
Niel
C.
Ellerbrook
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Robert L.
Goocher
|
|
Director
|
|
September
20,
2007
|
Robert
L.
Goocher
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
M. Susan
Hardwick
|
|
Director
|
|
September
20,
2007
|
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 September 20, 2007.
|
INDIANA
GAS COMPANY,
INC.
|
|
|
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By:
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/s/
Ronald E.
Christian
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Ronald
E. Christian, Executive
Vice President, Chief Administrative Officer and
Secretary
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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
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Title
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Date
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(1)
Principal Executive
Officer
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/s/
Niel C.
Ellerbrook
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Chairman
and Chief Executive
Officer
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September
20,
2007
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Niel
C.
Ellerbrook
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(2)
Principal Financial
Officer
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/s/
Jerome A. Benkert,
Jr.
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Executive
Vice President and Chief
Financial Officer
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September
20,
2007
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Jerome
A. Benkert,
Jr.
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(3)
Principal Accounting
Officer
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/s/
M. Susan
Hardwick
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Vice
President, Controller and
Asst. Treasurer
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September
20,
2007
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M.
Susan
Hardwick
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(4)
A
Majority of the Board of
Directors
/s/
Jerome A. Benkert,
Jr.
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Director
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September
20,
2007
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Jerome
A. Benkert,
Jr.
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/s/
Ronald E.
Christian
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Director
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September
20,
2007
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Ronald
E.
Christian
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/s/
Niel C.
Ellerbrook
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Director
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September
20,
2007
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Niel
C.
Ellerbrook
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/s/
Carl L.
Chapman
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Director
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September
20,
2007
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Carl
L.
Chapman
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/s/
M. Susan
Hardwick
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Director
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September
20,
2007
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M.
Susan
Hardwick
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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 September 20, 2007.
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VECTREN
ENERGY DELIVERY OF OHIO,
INC.
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By:
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/s/
Ronald E.
Christian
|
|
|
Ronald
E. Christian, Executive
Vice President, Chief Administrative Officer 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
|
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Title
|
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Date
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|
|
|
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(1)
Principal Executive
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Niel C.
Ellerbrook
|
|
Chairman
and Chief Executive
Officer
|
|
September
20,
2007
|
Niel
C.
Ellerbrook
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2)
Principal Financial
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Jerome A. Benkert,
Jr.
|
|
Executive
Vice President and Chief
Financial Officer
|
|
September
20,
2007
|
Jerome
A. Benkert,
Jr.
|
|
|
|
|
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(3)
Principal Accounting
Officer
|
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/s/
M. Susan
Hardwick
|
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Vice
President, Controller and
Asst. Treasurer
|
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September
20,
2007
|
M.
Susan
Hardwick
|
|
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(4)
A
Majority of the Board
of Directors
/s/
Jerome A. Benkert,
Jr.
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|
Director
|
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September
20,
2007
|
Jerome
A. Benkert,
Jr.
|
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/s/
Ronald E.
Christian
|
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Director
|
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September
20,
2007
|
Ronald
E.
Christian
|
|
|
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|
|
|
|
|
|
|
|
|
|
/s/
Niel C.
Ellerbrook
|
|
Director
|
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September
20,
2007
|
Niel
C.
Ellerbrook
|
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/s/
Carl L.
Chapman
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Director
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September
20,
2007
|
Carl
L.
Chapman
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EXHIBIT
INDEX
Number
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Description
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2.1
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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)
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2.2
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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)
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2.3
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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.)
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4.1
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Form
of Indenture (incorporated by
reference to Exhibit 4.1 of Utility Holdings’ Form S-3 (Registration No.
333-69742) filed on October 10, 2001)
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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
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12*
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Statement
regarding Computation of
Ratios
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23.1*
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Consent
of Deloitte & Touche
LLP regarding Utility Holdings
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23.2*
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Consent
of Barnes &
Thornburg LLP (included in Exhibit 5.1)
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23.3*
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Consent
of Kegler, Brown, Hill
& Ritter (included in Exhibit 5.2)
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24.1*
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Power
of Attorney - Vectren
Utility Holdings, Inc.
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24.2*
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Power
of Attorney - Southern Indiana
Gas and Electric
Company
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24.3*
|
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Power
of Attorney - Indiana Gas
Company, Inc.
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24.4*
|
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Power
of Attorney - Vectren Energy
Delivery of Ohio, Inc.
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25*
|
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Form
T-1 Statement of
Eligibility
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_______________
*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, (ii) any final opinion relating to the legality of securities offered
hereby and (iii) any required opinion of counsel as to certain tax matters
relative to securities offered hereby.