-----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, HQppaK5Dg58EjuzLT7Y985yza2VSHXUX72PP94oAJ4BJQJMerB+YxnnxDJ+e1hnj Hux76FttTv+DevZw6XIJyg== 0001096385-05-000080.txt : 20050615 0001096385-05-000080.hdr.sgml : 20050614 20050615123127 ACCESSION NUMBER: 0001096385-05-000080 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050614 ITEM INFORMATION: Other Events FILED AS OF DATE: 20050615 DATE AS OF CHANGE: 20050615 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: 05896917 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VECTREN UTILITY HOLDINGS INC CENTRAL INDEX KEY: 0001129542 STANDARD INDUSTRIAL CLASSIFICATION: GAS & OTHER SERVICES COMBINED [4932] IRS NUMBER: 352104850 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16739 FILM NUMBER: 05896918 BUSINESS ADDRESS: STREET 1: 20 NW 4TH ST CITY: EVANSVILLE STATE: IN ZIP: 47708 BUSINESS PHONE: 8124914000 8-K 1 vvc8k_vedo-jun05r.txt 8K NEWS RELEASE DISALLOWANCE 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) June 14, 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) One Vectren Square, Evansville, Indiana 47708 (812) 491-4000 1-16739 Vectren Utility Holdings, Inc. 35-2104850 (An Indiana Corporation) One Vectren Square, Evansville, Indiana 47708 (812) 491-4000 Former name or address, if changed since last report: Former Addresses 20 NW Fourth Street, Evansville, Indiana 47708 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 Vectren Corporation (the Company), and its intermediate holding company, Vectren Utility Holdings, Inc. announced their intent to challenge a Public Utilities Commission of Ohio decision that ordered a disallowance of gas costs related to their utility subsidiary Vectren Energy Delivery of Ohio, Inc. A copy of the press release is filed as Exhibit 99.1 to this Current Report. In connection with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, the Company has included cautionary statements identifying important factors that could cause actual results of the Company and its subsidiaries, including Vectren Energy Delivery of Ohio, 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 99.2. 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. June 15, 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 Energy Delivery of Ohio to Challenge PUCO Decision 99.2 Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995 EX-99.1 2 vvc8k_vedoex99-1r2.txt NEWS RELEASE Ex 99.1 News Release Vectren Corporation One Vectren Square Evansville, IN 47708 June 15, 2005 FOR IMMEDIATE RELEASE Media contact: Mike Roeder 812-491-4143 or mroeder@vectren.com Investor contact: Steve Schein 812-491-4209 or sschein@vectren.com Vectren Energy Delivery of Ohio to Challenge PUCO Decision Evansville, Ind. -- Tuesday, in a 3 to 2 decision, the Public Utilities Commission of Ohio (PUCO) issued an order in Vectren Energy Delivery of Ohio's (VEDO) Gas Cost Recovery (GCR) audit proceeding for the period of November 2000 - - October 2002 disallowing the recovery of approximately $9.6 million of gas costs relating to that audit period. VEDO is a wholly-owned subsidiary of Vectren Corporation (NYSE:VVC). The ordered disallowance falls primarily into three categories. The first relates to the treatment of approximately $1.3 million of interstate pipeline refunds and penalties. At the time of the hearing in this case in January of 2004 VEDO agreed that this amount should be credited to sales customers and VEDO concurs with this part of the decision. The second relates to approximately $4.5 million of costs for winter delivery services that VEDO purchased to ensure it could reliably serve its sales customers over the two year period. VEDO purchased these services in accordance with industry practice and consistent with PUCO approved gas supply forecasts. Finally, the PUCO ordered that VEDO's portfolio administrator, ProLiance Energy, LLC (ProLiance), should have paid an additional $3.8 million to VEDO, which would have served as an offset to gas costs, for the right to use VEDO's gas transportation capacity during periods when it is not required for serving VEDO's customers. The PUCO also directed VEDO to either submit its receipt of portfolio administration services to a request for proposal process or to in-source those functions at VEDO. VEDO believes that the PUCO's determinations relating to the winter delivery services and the portfolio administration agreement are not well founded and VEDO intends to challenge the determinations. "We are very disappointed with the PUCO's decision since we believe that our actions were in line with industry standards, appropriate market values for similar services, PUCO approved supply forecasts, and were supported by substantial evidence in the record," said Steve Bramlage, VEDO's President. Vectren management continues to review the decision and based upon an initial analysis expects to record an additional pretax charge of $2 to $4 million or approximately $.02 to $.03 per share over the amount previously recorded. This additional charge reflects management's assessment of the impact of the decision, comprehends any current impact of the decision on subsequent audit periods, and an assumption relative to a sharing in any final disallowance by Vectren's partner in ProLiance. Prior to the finalization of the financial results for Vectren's second fiscal quarter, management will further analyze the decision. Notwithstanding the additional charge, Vectren management believes that there exists a sound basis to challenge the aspects of the decision discussed above and VEDO will timely request the PUCO to rehear the decision. Vectren management also believes that any change to the existing portfolio administration agreement between ProLiance and VEDO will not be material to Vectren's future earnings. 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 filed with the Securities and Exchange Commission on March 2, 2005. 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. ProLiance Energy, LLC is a natural gas marketer headquartered in Indianapolis, Ind. and is jointly owned by affiliates of Citizens Gas and Coke Utility and Vectren Corporation. To learn more about Vectren, visit http://www.vectren.com. EX-99.2 3 vvc8k_vedoex99-2r.txt SAFE HARBOUR Ex 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 this filing, 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 include, 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, including, but not limited to, those described in Management's Discussion and Analysis of Results of Operations and Financial Condition. 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 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-----