SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 7, 2005
VECTREN CORPORATION
(Exact name of registrant as specified in its charter)
Commission Registrant, State of Incorporation, I.R.S Employer
File No. Address, and Telephone Number Identification No.
---------- ----------------------------------- ------------------
1-15467 Vectren Corporation 35-2086905
(An Indiana Corporation)
20 N.W. Fourth Street,
Evansville, Indiana 47708
(812) 491-4000
1-16739 Vectren Utility Holdings, Inc. 35-2104850
(An Indiana Corporation)
20 N.W. Fourth Street,
Evansville, Indiana 47708
(812) 491-4000
Former name or address, if changed since last report: N/A
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:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure
Included herein are the audited financial statements of Southern Indiana Gas &
Electric Company (SIGECO) and Indiana Gas Company, Inc. (Indiana Gas), wholly
owned subsidiaries of Vectren Utility Holdings, Inc. (VUHI). VUHI is a wholly
owned subsidiary of Vectren Corporation (the Company).
The SIGECO and Indiana Gas financial statements include footnotes thereto,
abbreviated discussion of results of operations and operating statistics. The
financial statements of SIGECO are included as Exhibit 99.1 and the Indiana Gas
financial statements are included as Exhibit 99.2 to the Current Report. These
financial statements are not intended to comply with Regulation S-X or
Regulation S-K as neither SIGECO nor Indiana Gas are registrants.
In accordance with SEC Release No. 33-8176, the information contained in the
audited financial statements shall not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended.
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the Company is hereby furnishing cautionary
statements identifying important factors that could cause actual results of the
Company and its subsidiaries, including Vectren Utility Holdings, Inc., Southern
Indiana Gas and Electric Company, and Indiana Gas Company, Inc. to differ
materially from those projected in forward-looking statements of the Company and
its subsidiaries made by, or on behalf of, the Company and its subsidiaries.
These cautionary statements are attached as Exhibit 99-3.
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.
VECTREN CORPORATION
VECTREN UTILITY HOLDINGS, INC.
April 7, 2005
By: /s/ M. Susan Hardwick
-------------------------------
M. Susan Hardwick
Vice President and Controller
INDEX TO EXHIBITS
The following Exhibits are furnished as part of this Report to the extent
described in Item 7.01:
Exhibit
Number Description
------- -----------
99.1 Financial statements of Southern Indiana Gas & Electric
Company, Inc.
99.2 Financial statements of Indiana Gas Company, Inc.
99.3 Cautionary Statement for Purposes of the "Safe Harbor"
Provisions of the Private Securities Litigation Reform Act of
1995