UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date
of report (Date of earliest event reported) March 10,
2008
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Vectren Corporation
Vectren Utility Holdings, Inc.
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(Exact
Name of Registrant as Specified in Its Charter)
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Commission
File Number
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Registrant,
State of Incorporation,
Address
and Telephone Number
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I.R.S.
Employer
Identification
No.
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1-15467
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Vectren
Corporation
(An
Indiana Corporation)
One
Vectren Square
Evansville,
Indiana 47708
(812)
491-4000
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35-2086905
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1-16739
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Vectren
Utility Holdings, Inc.
(An
Indiana Corporation)
One
Vectren Square
Evansville,
Indiana 47708
(812)
491-4000
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35-2104850
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Former
Name or Former Address, If Changed Since Last Report :
N/A
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement
On March
10, 2008, Vectren Utility Holdings, Inc. (“VUHI”), a wholly owned subsidiary of
Vectren Corporation, issued $125,000,000 in 6.25% Senior Monthly Notes due April
1, 2039, guaranteed by Indiana Gas Company, Inc. (“IGC”), Southern Indiana Gas
and Electric Company (“SIGECO”) and Vectren Energy Delivery of Ohio, Inc.
(“VEDO”) (the “Notes”). The Notes were issued pursuant to the Sixth Supplemental
Indenture, dated March 10, 2008, to the Indenture dated October 19, 2001 by and
among VUHI, IGC, SIGECO, VEDO and U.S. Bank Trust National Association, as
trustee (the “Sixth Supplemental Indenture”). The Notes may be redeemed by VUHI
at any time on or after April 1, 2013 at par plus accrued interest.
VUHI will
be required to redeem the Notes at the option of the representative of any
deceased beneficial owner of a Note on a quarterly basis at 100% of the
principal amount to be redeemed plus any accrued and unpaid interest thereon to
the date of redemption, subject to the limitations and conditions that, during
the period from the original issue date of the Notes through April 1, 2009 and
during each twelve-month period after April 1, 2009, the maximum principal
amount VUHI will be required to redeem is $25,000 per deceased beneficial owner
and an aggregate of $2,500,000 for all deceased beneficial owners.
The net
proceeds from the sale of the Notes of approximately $120,737,500 after
deducting underwriting discounts and estimated offering expenses will be used to
repay a portion of VUHI’s short-term debt obligations incurred to fund its
capital expenditure program and for other general corporate
purposes.
The
foregoing description of the Sixth Supplemental Indenture does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Sixth Supplemental Indenture. By referencing this matter under Item 1.01 and
Item 2.03, neither Vectren Corporation nor VUHI intends to acknowledge that this
matter constitutes a material agreement or material direct financial obligation
with respect to either such Item.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
The
information included in Item 1.01 above is incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit
Number
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Description
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4.1
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Sixth
Supplemental Indenture, dated March 10, 2008, among Vectren Utility
Holdings, Inc., Indiana Gas Company, Inc., Southern Indiana Gas and
Electric Company, Vectren Energy Delivery of Ohio, Inc., and U.S. Bank
National Association
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date: March
12, 2008
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VECTREN
CORPORATION
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VECTREN
UTILITY HOLDINGS, INC.
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By:
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/s/
M. Susan Hardwick
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M.
Susan Hardwick, Vice President, Controller and Asst.
Treasurer
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INDEX
TO EXHIBITS
The
following Exhibits are filed as part of this Report to the extent described in
Items 1.01 and 2.03:
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Exhibit
Number
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Description
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4.1
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Sixth
Supplemental Indenture, dated March 10, 2008, among Vectren Utility
Holdings, Inc., Indiana Gas Company, Inc., Southern Indiana Gas and
Electric Company, Vectren Energy Delivery of Ohio, Inc., and U.S. Bank
National Association
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