-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vyv9wae+nB5DuNEIhuN0b8y305G/DkTyfHmbQxwapdYchoSN2VSqgFJOWFUlNCkY KsQzqQw+IRLBHS8S9sHTAg== 0001096385-03-000077.txt : 20030630 0001096385-03-000077.hdr.sgml : 20030630 20030627174502 ACCESSION NUMBER: 0001096385-03-000077 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030626 ITEM INFORMATION: Other events FILED AS OF DATE: 20030630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VECTREN CORP CENTRAL INDEX KEY: 0001096385 STANDARD INDUSTRIAL CLASSIFICATION: GAS & OTHER SERVICES COMBINED [4932] IRS NUMBER: 352086905 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15467 FILM NUMBER: 03762329 BUSINESS ADDRESS: STREET 1: 20 NW FOURTH ST CITY: EVANSVILLE STATE: IN ZIP: 47708 BUSINESS PHONE: 8124914000 MAIL ADDRESS: STREET 1: 20 NW FOURTH ST CITY: EVANSVILLE STATE: IN ZIP: 47708 8-K 1 vvc8k-s_3final.txt VECTREN CORP 8-K REG FD DISCLOSURE SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 of 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 26, 2003 VECTREN CORPORATION (Exact name of registrant as specified in its charter) Indiana 1-15467 35-2086905 ------- ------- ---------- (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification) )No.) 20 N.W. Fourth Street, Evansville, Indiana 47708 ------------------------------------------ ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (812) 491-4000 N/A (Former name or address, if changed since last report.) Item 9. Regulation FD Disclosure On June 27, 2003 Vectren Corporation (the Company) issued a press release that announced 1) on June 26, 2003, Vectren Utility Holdings, Inc.'s (VUHI) revolving credit facility was renewed and 2) on June 27, 2003, a registration statement, originally filed on March 31, 2003, was declared effective. The press release is attached as an exhibit to this filing. In connection with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, the Company is hereby filing cautionary statements identifying important factors that could cause actual results of the Company and its subsidiaries, including Vectren Utility Holdings, Inc., Indiana Gas Company, Inc. and Southern Indiana Gas and Electric Company, 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. Item 7. Exhibits 99-1 Vectren Renews Credit Facility and Announces Effectiveness of Registration Statement 99-2 Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995 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 June 27, 2003 By: /s/ M. Susan Hardwick ---------------------------------------- M. Susan Hardwick Vice President and Controller EX-99.1 PRESS REL 3 exh99-1release.txt PRESS RELEASE EX 99.1 News Release Vectren Corporation P.O. Box 209 Evansville, IN 47702-0209 FOR IMMEDIATE RELEASE June 27, 2003 CONTACTS: Steve Schein, Vice President, Investor Relations, 812-491-4209, sschein@vectren.com Mike Roeder, Director - Director, Corporate Communications, 812-491-4143, mroeder@vectren.com Vectren Renews Credit Facility and Announces Effectiveness of Registration Statement Evansville, Indiana - Vectren Utility Holdings, Inc. (VUHI), a wholly owned subsidiary of Vectren Corporation, announced that it renewed its Revolving Credit Facility on June 26, 2003. The $346 million, 364-day credit facility serves as a back up to VUHI's commercial paper program that is used to fund the short-term financing needs of the regulated operations. "We are extremely pleased with the quality of banks in our credit facility and their level of support and participation," said Jerome A. Benkert, Executive Vice President and Chief Financial Officer. "The strong response from the existing bank syndicate allowed the size of the facility to be increased from $325 million. The renewal of this credit facility provides us the liquidity and flexibility to effectively manage our short-term financing needs as we complete our preparations to access the long-term debt and equity markets," Benkert added. On March 31, 2003, Vectren filed a registration statement with the United States Securities and Exchange Commission (SEC) to issue up to $150 million of new equity securities and to issue up to $200 million of VUHI debt securities. Vectren reported that the SEC declared effective today its shelf registration statement. The Company also noted that it is cooperating with the SEC on an informal inquiry with respect to its previously announced restatement, has met with the SEC staff, and is providing information in response to their requests. Vectren previously announced the restatement of its consolidated financial results for 2000 and 2001 and the completion of the audit by Deloitte & Touche LLP of the consolidated financial statements for the three-year period ended December 31, 2002. Those results are reflected in Vectren's 2002 annual report on Form 10-K/A. Safe Harbor for Forward Looking Statements This document includes certain information which is "forward looking information" as defined by the Private Securities Litigation Reform Act of 1995. Examples include discussions as to our expectations, beliefs, plans, goals, objectives and future financial or other performance or assumptions concerning matters discussed in this document. This information, by its nature, involves estimates, projections, forecasts and uncertainties that could cause actual results or outcomes to differ substantially from those expressed. The business is influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond the ability to control. Vectren has identified a number of these factors in our - MORE - filings with the SEC, including its most recent Form 10-K as amended on Form 10-K/A filed on June 18, 2003. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such state. Vectren Corporation is an energy and applied technology holding company headquartered in Evansville, Indiana. Vectren's energy delivery subsidiaries provide gas and/or electricity to more than one million customers in adjoining service territories that cover nearly two-thirds of Indiana and west central Ohio. Vectren's non-regulated subsidiaries and affiliates currently offer energy-related products and services to customers throughout the surrounding region. These include energy marketing; coal mining; utility infrastructure services; and broadband communication services. To learn more about Vectren, visit www.vectren.com. #### EX-99.2 SAFEHARBOR 4 vvc_safeharbor-603.txt SAFE HARBOR STATEMENT EXHIBIT 99-2 Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995. 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. Forward-looking statements have been and will be made in written documents and oral presentations of Vectren Corporation and its subsidiaries. Such statements are based on management's beliefs, as well as assumptions made by and information currently available to management. When used in Vectren Corporation and its subsidiaries' documents or oral presentations, 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 Vectren Corporation and its subsidiaries' actual results to differ materially from those contemplated in any forward-looking statements included, among others, the following: |X| 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. |X| Increased competition in the energy environment including effects of industry restructuring and unbundling. |X| 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. |X| Financial or regulatory accounting principles or policies imposed by the Financial Accounting Standards Board, the Securities and Exchange Commission (Commission), the Federal Energy Regulatory Commission, state public utility commissions, state entities which regulate natural gas transmission, gathering and processing, and similar entities with regulatory oversight. |X| Economic conditions including the effects of an economic downturn or recession, inflation rates, and monetary fluctuations. |X| 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. |X| Availability or cost of capital, resulting from changes in Vectren Corporation and its subsidiaries, including its securities ratings, changes in interest rates, and/or market perceptions of the utility industry and energy-related industries. |X| Employee workforce factors including changes in key executives, collective bargaining agreements with union employees, or work stoppages. |X| Legal and regulatory delays and other obstacles associated with mergers, acquisitions, and investments in joint ventures. |X| Costs and other effects of legal and administrative proceedings, settlements, investigations, claims, and other matters, including, but not limited to, those described in periodic filings made with the Commission by Vectren Corporation and its subsidiaries, Vectren Utility Holdings, Inc., Indiana Gas Company, Inc. and Southern Indiana Gas and Electric Company. |X| Changes in federal, state or local legislature requirements, such as changes in tax laws or rates, environmental laws and regulations. Vectren Corporation and its subsidiaries undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of changes in actual results, changes in assumptions, other factors affecting such statements. -----END PRIVACY-ENHANCED MESSAGE-----