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) June 27, 2007

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

Vectren Corporation (the Company), an energy holding company, announced on Wednesday, June 27, 2007, the Public Utilities Commission of Ohio (PUCO) approved a settlement embracing the guidance the PUCO previously provided in its September 2006 decision, regarding a conservation and decoupling mechanism in the Company’s Ohio natural gas service territory.  A copy of the press release is attached 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.

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 28, 2007
		By:  /s/ M. Susan Hardwick
		M. Susan Hardwick
		Vice President, Controller & Assistant Treasurer

INDEX TO EXHIBITS

The following Exhibits are furnished as part of this Report to the extent described in Item 8.01:

Exhibit Number	Description
99.1	Ohio Commission Confirms Conservation Proposal, Expands Customer-Focused Programs
99.2	Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995

EX-99.1

Exhibit 99.1

                                                  News

                                 Relea se

      Vectren Corporation

            
60;                                                                                         P.O. Box 209

            
60;                                                                                         Evansville, IN 47702-0209

June 27, 2007

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

Ohio Commission Confirms Conservation Proposal,

Expands Customer-Focused Programs

Evansville, Ind. – Vectren Corporation (NYSE: VVC) today announced the Public Utilities Commission of Ohio (PUCO) approved a settlement embracing the guidance the PUCO previously provided in its September 2006 decision. Today’s action by the PUCO confirms the mechanism (sometimes called a decoupling mechanism) to better align the interests of Vectren and its customers in favor of conservation programs, and the funding for conservation programs focused on customers as developed by a collaborative process. The participants in the collaborative process include residential customer representatives such as the Office of Consumers’ Counsel (OCC), the PUCO’s staff and Vectren’s utility subsidiary, Vectren Energy Delivery of Ohio (VEDO). The funding for the conservation programs will be provided by VEDO as a result of the PUCO’s order.

“We are pleased the PUCO has embraced more conservation efforts to help Ohio customers,” said L. Douglas Petitt, Vectren vice president.  “Today’s decision sends another clear signal to customers and utilities that Ohio is indeed serious about conservation and thereby reducing total bills. This is a good step in the right direction. Working through the collaborative, we hope to develop conservation programs over time to benefit even more of our customers, and we will continue to use educational tools to help all our customers better understand the benefits of conserving natural gas.”

Initial details of the conservation programs follow:

·   Eligibility for program participation will include any VEDO customer whose annual net income is up to 300% of the federal poverty guidelines (for a family of four this means income up to approximately $62,000).  Initial estimates indicate that about 60% of VEDO’s residential customers may be eligible for the conservation programs.

·   The collaborative participants will meet quarterly to oversee the programs and will begin to work on the PUCO’s directive to design programs to reach even more customers.

“Raising the eligibility limit to 300 percent of the federal poverty guidelines will service clients who have not been eligible for weatherization assistance or other traditional services in the past,” Petitt said. “In addition to funding this program, we look forward to working with the collaborative to expand our education outreach to ensure all our Dayton-area customers receive information to assist them to make more informed decisions about the actions they can take to lower their natural gas bills.”

Early in 2006, VEDO, OCC and OPAE filed a settlement with PUCO recommending that the Commission approve the decoupling mechanism proposed by VEDO and the conservation programs and funding proposed jointly by the parties. In September 2006, the PUCO modified the agreement making VEDO responsible for funding the conservation programs and focusing the programs on customers eligible under income-based guidelines. While OCC contested the PUCO’s modifications, VEDO, OPAE and the PUCO’s staff expressed agreement with and support of the commission’s changes. The order issued by the PUCO today addressed issues which OCC raised in its protest of the PUCO’s original order and the subsequent agreement by OPAE, the PUCO’s Staff and VEDO.  The decoupling mechanism is designed to provide VEDO with an improved opportunity to recover the fixed costs it incurs to provide service, which were approved by the PUCO in VEDO’s most recent rate case.

About Vectren

Vectren Corporation (NYSE: VVC) is an energy holding company headquartered in Evansville, Ind.  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 nonutility 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 energy infrastructure services. To learn more about Vectren, visit www.vectren.com.

EX-99.2

Exhibit  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.  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, regulatory or 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, 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.

·   The performance of projects undertaken by the Company’s nonutility businesses and the success of efforts to invest in and develop new opportunities, including but not limited to, the realization of synfuel income tax credits and the Company’s coal mining, gas marketing, and energy infrastructure strategies.

·   Direct or indirect effects on the Company’s business, financial condition, liquidity and results of operations resulting from changes 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, aging workforce issues, 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 legislative 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.