8-K

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) December 1, 2005

VECTREN CORPORATION

(Exact name of registrant as specified in its charter)

Commission File No.	Registrant, State of Incorporation, Address, and Telephone Number	I.R.S Employer 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: 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

On December 1, 2005, Vectren Corporation announced that Vectren Energy Delivery, Citizens Gas & Coke Utility and three consumer representatives have filed an agreement in principle with the Indiana Utility Regulatory Commission (IURC) providing for ProLiance Energy, LLC’s continued supplier of gas supply services to Vectren and Citizens Gas & Coke through March 2011. The agreement represents a binding commitment by the parties to finalize all remaining details and file a final settlement with the IURC by January 31, 2006. The final settlement agreement is subject to approval by the IURC. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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. 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.

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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.

	VECTREN CORPORATION VECTREN UTILITY HOLDINGS, INC.
December 2, 2005
		By: /s/ M. Susan Hardwick
		M. Susan Hardwick Vice President and Controller

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INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Vectren files agreement providing for ProLiance Energy’s continued role as utility’s gas supplier through March 2011
99.2	Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995

 

EX-99.1

Ex 99.1

        News

        Release

  Vectren Corporation

  One Vectren Square

  Evansville, IN 47708

FOR IMMEDIATE RELEASE

December 1, 2005

Investor Contact: Steven M. Schein, (812) 491-4209, sschein@vectren.com

Media Contact: Michael Roeder, (812) 491-4143, mroeder@vectren.com

Vectren files agreement providing for ProLiance Energy’s

continued role as utility’s gas supplier through March 2011

Vectren Energy Delivery (Vectren; NYSE: VVC) Citizens Gas & Coke Utility and three consumer representatives have filed an agreement in principle with the Indiana Utility Regulatory Commission (IURC) providing for ProLiance Energy, LLC’s continued supplier of gas supply services to Vectren and Citizens Gas & Coke through March 2011. The agreement represents a binding commitment by the parties to finalize all remaining details and file a final settlement with the IURC by January 31, 2006. The final settlement agreement is subject to approval by the IURC.

“We are pleased the parties could reach agreement on terms that preserve the benefits our customers have received due to the joint management of Citizens Gas’ and Vectren Energy’s interstate gas supply,” said Niel C. Ellerbrook, Vectren Corporation’s chairman, president and CEO. “ProLiance is an Indiana based company with a focus on providing the highest quality service and costs savings to its customers. It has been successful in achieving these goals, and this agreement ensures the customers of Citizens and Vectren continued savings.”

Vectren and Citizens formed ProLiance as a joint venture in 1996. The two utilities identified potential gas cost savings resulting from the joint management of their interstate supply portfolios and contracted with ProLiance to provide services to them at a reduced cost. To date, utility customers have enjoyed a cumulative savings of more than $85 million due to ProLiance’s portfolio management.

In June 2002, Citizens Gas, Vectren Energy Delivery, the Indiana Utility Consumer Counselor (OUCC), the Citizens Action Coalition of Indiana, Inc. and an Industrial Customer Group entered into a settlement resolving outstanding issues related to ProLiance’s supply services to Citizens Gas and Vectren, and providing that ProLiance would remain the utilities’ supplier through March 2007. That settlement also stated that by Dec. 1, 2005, Citizens and Vectren would decide whether or not to conduct an RFP to select a gas supplier for the period commencing April 1, 2007. The agreement in principle represents an agreement on new terms for ProLiance’s provision of services to Vectren and Citizens for the period of April 1, 2006 - March 31, 2011.

About Vectren

Vectren Corporation (NYSE:VVC) 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 surrounding region. These services include energy marketing; coal mining; utility infrastructure services; and broadband communication services. To learn more about Vectren, visit www.vectren.com.

EX-99.2

Ex 99.2

Forward-Looking Information

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. Certain matters described in Management’s Discussion and Analysis of Results of Operations and Financial Condition are forward-looking statements. 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 the Company’s actual results to differ materially from those contemplated in any forward-looking statements include, among others, the following:

·          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.

·        Increased competition in the energy environment including effects of industry restructuring and unbundling.

·         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.

·         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.

·       Economic conditions including the effects of an economic downturn, inflation rates, commodity prices, and monetary fluctuations.

·         Increased natural gas commodity prices and the potential impact on customer consumption, uncollectible accounts expense and unaccounted for gas and interest expense.

·       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.

·       Direct or indirect effects on our business, financial condition or liquidity resulting from achange in credit ratings, changes in interest rates, and/or changes in market perceptions of the utility industry and other energy-related industries.

·       Employee or contractor workforce factors including changes in key executives, collective bargaining agreements with union employees, or work stoppages.

·       Legal and regulatory delays and other obstacles associated with mergers, acquisitions, and investments in joint ventures.

·          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.

·       Changes in Federal, state or local legislature requirements, such as changes in tax laws or rates, environmental laws and regulations.

The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of changes in actual results, changes in assumptions, or other factors affecting such statements.