-----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, JA8avw50ExlVkIuAXKGtUiqAIdCu8yls19w5JBxEWVZr+fRob+A4kCYjbmUuF2/c +tUvI+9WHSNXms0qiwH4Aw== 0001096385-05-000022.txt : 20050211 0001096385-05-000022.hdr.sgml : 20050211 20050211115043 ACCESSION NUMBER: 0001096385-05-000022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050210 ITEM INFORMATION: Other Events FILED AS OF DATE: 20050211 DATE AS OF CHANGE: 20050211 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: 05596191 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_prolianceverdict-205.txt VECTREN CORP 8K ANNOUNCING PROLIANCE VERDICT 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) February 10, 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 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 8.01 Other Events. Included herein are press releases issued by Vectren Corporation (the Company) and ProLiance Energy LLC (ProLiance), regarding an Alabama jury verdict issued in an outstanding civil suit on February 10, 2005. ProLiance is a nonregulated energy marketing company co-owned by Vectren and other Indiana utility, accounted by Vectren for using the equity method of accounting. The Vectren release is attached as Exhibit 99-1, and the ProLiance Release is attached as Exhibit 99-2. 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 and affiliates to differ materially from those projected in forward-looking statements of the Company and its subsidiaries and affiliates made by, or on behalf of, the Company and its subsidiaries affiliates. 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 February 11, 2005 By: /s/ M. Susan Hardwick ------------------------------ M. Susan Hardwick Vice President and Controller INDEX TO EXHIBITS The following Exhibits are filed as part of this Report to the extent described in Item 8.01: Exhibit Number Description - -------- ----------- 99-1 Vectren's Gas Marketing Joint Venture, ProLiance Energy LLLC, Receives Unfavorable Alabama Court Result 99-2 ProLiance Energy Officials Comment on Court Ruling 99-3 Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995 EX-99.1 NEWS RELEASE 2 vvc8k_exh99-1.txt PRESS RELEASE EXHIBIT 99-1 News Release Vectren Corporation P.O. Box 209 Evansville, IN 47702-0209 FOR IMMEDIATE RELEASE February 10, 2005 Investor Contact: Steven M. Schein, (812) 491-4209, sschein@vectren.com Media Contact: Michael Roeder, (812) 491-4143, mroeder@vectren.com Vectren's gas marketing joint venture, ProLiance Energy LLC, receives unfavorable Alabama court result Evansville, Ind. - Vectren Corporation (NYSE: VVC) announced today that an Alabama jury reached a verdict in a trial against ProLiance Energy LLC, a gas marketing firm based in Indianapolis and co-owned by Vectren and Citizens Gas and Coke Utility. The verdict awarded the gas utility department of the City of Huntsville, Alabama $8.2 million in compensatory damages and $25 million in punitive damages; the compensatory damages may also be subject to trebling. The final amount of the verdict in the case is expected from the court within the next thirty (30) days. ProLiance management and its legal counsel are evaluating the verdict, but would expect to appeal. "We are extremely disappointed in the jury's verdict. Based upon our understanding of the proceedings, we do not believe that the verdict is well founded. ProLiance has a long track record of outstanding customer service to its over 1,200 customers, and since its formation in 1996 has done an outstanding job as a natural gas service provider. It has saved the customers of Vectren and Citizens Gas in excess of $130 million," said Carl L. Chapman, chief operating officer of Vectren. The litigation arose when natural gas prices spiked during the winter of 2000-2001. When Huntsville was unable to pay the higher prices, ProLiance allowed them to modify their contract and spread the payment of the higher costs over an extended period. Huntsville later contended that its utility manager lacked authority to sign the modification, and filed suit against ProLiance contending that it had defrauded Huntsville. About Vectren 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 over 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 midwest and southeast. These include gas marketing and related services; coal production and sales; and utility infrastructure services. To learn more about Vectren, visit www.vectren.com. About ProLiance ProLiance Energy, LLC is a natural gas marketer headquartered in Indianapolis, Indiana, with sales offices in Illinois, Kentucky, Michigan, Missouri, Ohio, and Texas. ProLiance serves natural gas customers in 18 states in the midwest and southeast. ProLiance is jointly owned by affiliates of Citizens Gas and Coke Utility and Vectren Corporation. Safe Harbor for Forward Looking Statements This document contains forward-looking statements, which are based on management's beliefs and assumptions that derive from information currently known by management. Vectren wishes to caution readers that actual results could differ materially from those contained in this document. Additional detailed information concerning a number of factors that could cause actual results to differ materially from the information that is provided to you is readily available in our report Form 10-K on Form 10-K filed with the Securities and Exchange Commission on February 26, 2004. EX-99.2 COMMENT 3 vvc8k_exh99-2.txt PROLIANCE COMMENTS EXHIBIT 99-2 For Immediate Release Contact: Tom Morton February 10, 2005 ProLiance Energy 317-231-6833 ProLiance Energy Officials Comment on Court Ruling Officials from ProLiance Energy are reviewing the verdict reached today in its litigation with Huntsville (Alabama) Utilities. Huntsville Utilities sued ProLiance alleging breach of contract and other theories and ProLiance countersued for breach of contract related to issues, which arose during the winter of 2000-2001 when ProLiance furnished gas to the Alabama utility. The litigation arose when natural gas prices spiked during the winter of 2000-2001. When Huntsville was unable to pay the higher gas prices, ProLiance allowed them to modify their contract to spread the higher gas costs over time. Huntsville later denied their gas utilities manager had authority to sign the amendments, and filed suit against ProLiance. ProLiance countersued alleging that Huntsville breached the contract. Following a three week trial, a jury in the Northern District of Alabama found in favor of Huntsville on many of the issues and awarded them compensatory damages in the amount of $8.2 million and $25 million in punitive damages. Although company attorneys believe it would be an incorrect result, the court will likely be asked to treble the compensatory award. ProLiance Energy President John Talley commented, "We are surprised and disappointed in the verdict reached and believe it is not consistent with the law or facts of the matter. ProLiance operated in accordance with our contract with Huntsville Utilities and at the direction of the Huntsville Utilities Gas Manager. ProLiance fulfilled all pricing and supply commitments under the contract. ProLiance's counsel is reviewing the verdict with an appeal in mind and is of the view that the record contains a number of errors which may support reversal." Talley added, "ProLiance Energy prides itself on consistently excellent customer satisfaction rankings and a high customer retention rate. We continue to serve the communities and businesses in the Huntsville area, as well as all our other customers in the Midwest and Southeast. We do not believe the financial impact of this decision, should it be upheld, will adversely affect ProLiance's ongoing operations." The company also does not believe that this situation creates any events of default or noncompliance under its existing debt facility. Officials with Vectren and Citizens Gas, co-owners of ProLiance, also expressed support for ProLiance's position. "We are extremely disappointed in the jury's verdict. Based upon our understanding of the proceedings, we do not believe that the verdict is well founded. ProLiance has a long track record of outstanding customer service to its over 1,200 customers, and since its formation in 1996 has done an outstanding job as a natural gas service provider. It has saved the customers of Vectren and Citizens Gas in excess of $130 million," said Carl L. Chapman, chief operating officer of Vectren. "Citizens Gas also respectfully disagrees with the Huntsville verdict. Citizens Gas considers ProLiance Energy a trusted business partner that has provided substantial value to Citizens Gas customers during a period of volatile natural gas prices," said Carey Lykins, Executive Vice President and Chief Operating Officer of Citizens Gas & Coke Utility. ProLiance Energy, LLC is a natural gas marketer headquartered in Indianapolis, Indiana, with sales offices in Illinois, Kentucky, Michigan, Missouri, Ohio, and Texas. ProLiance serves natural gas customers in 18 states in the midwest and southeast. ProLiance is jointly owned by affiliates of Citizens Gas and Coke Utility and Vectren Corporation. EX-99.3 SAFE HARBOR 4 vvc8k_exh99-3.txt SAFE HARBOR STATEMENTS EX 99-3 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' and affiliates' 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' and affiliates' actual results to differ materially from those contemplated in any forward-looking statements included, among others, the following: o 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. o Increased competition in the energy environment including effects of industry restructuring and unbundling. o 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. o Financial or regulatory 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. o Economic conditions including the effects of an economic downturn, inflation rates, commodity prices, and monetary fluctuations. o 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. o The performance of projects undertaken by the Company's nonregulated businesses and the success of efforts to invest in and develop new opportunities, including but not limited to, the realization of Section 29 income tax credits and the Company's coal mining, gas marketing, and broadband strategies. o Direct or indirect effects on our business, financial condition or liquidity resulting from a change in our credit rating, changes in interest rates, and/or changes in market perceptions of the utility industry and other energy-related industries. o Employee or contractor workforce factors including changes in key executives, collective bargaining agreements with union employees, or work stoppages. o Legal and regulatory delays and other obstacles associated with mergers, acquisitions, and investments in joint ventures. o Costs and other effects of legal and administrative proceedings, settlements, investigations, claims, and other matters. o The effects an adverse legal and/or administrative judgment may have on liquidity and access to financial/capital markets. o 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 and affiliates 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-----