-----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, Vbzf0r3Aqlsvdzp4z5HisNnh3GDLuugmxMutNaNlObefRmsgRW+ny+X/qH+WaRmY qhFpgY+LluKuTAkuECSn3A== 0001096385-04-000036.txt : 20040322 0001096385-04-000036.hdr.sgml : 20040322 20040319175917 ACCESSION NUMBER: 0001096385-04-000036 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040319 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040322 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: 04680916 BUSINESS ADDRESS: STREET 1: 20 NW 4TH ST CITY: EVANSVILLE STATE: IN ZIP: 47708 BUSINESS PHONE: 8124914000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INDIANA GAS CO INC CENTRAL INDEX KEY: 0000050183 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 350793669 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06494 FILM NUMBER: 04680914 BUSINESS ADDRESS: STREET 1: 20 N. W. FOURTH ST CITY: EVANSVILLE STATE: IN ZIP: 47708 BUSINESS PHONE: 8124914000 MAIL ADDRESS: STREET 1: 20 N. W. FOURTH ST STREET 2: 20 N. W. FOURTH ST CITY: EVANSVILLE STATE: IN ZIP: 47708 FORMER COMPANY: FORMER CONFORMED NAME: INDIANA GAS & WATER CO INC DATE OF NAME CHANGE: 19701023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN INDIANA GAS & ELECTRIC CO CENTRAL INDEX KEY: 0000092195 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 350672570 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03553 FILM NUMBER: 04680915 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 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: 04680917 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_north-rate31904.txt VECTREN CORP 8K ANNOUNCING NORTH RATE CASE INCREASE 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) March 19, 2004 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 1-16739 Vectren Utility Holdings, Inc. 35-2104850 (An Indiana Corporation) 20 N.W. Fourth Street, Evansville, Indiana 47708 (812) 491-4000 1-3553 Southern Indiana Gas and Electric Company 35-0672570 (An Indiana Corporation) 20 N.W. Fourth Street, Evansville, Indiana 47708 (812) 491-4000 1-6494 Indiana Gas Company, Inc. 35-0793669 (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 Item 9. Regulation FD Disclosure Vectren Corporation (the Company), an energy holding and applied technology company, announced the filing for a general gas rate increase by its wholly owned subsidiary Indiana Gas Company, Inc. which does business as Vectren Energy Delivery of Indiana - North. A copy of the press release is furnished 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 is hereby furnishing 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. 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. SOUTHERN INDIANA GAS AND ELECTRIC COMPANY INDIANA GAS COMPANY, INC. March 19, 2004 By: /s/ M. Susan Hardwick ---------------------------------------- M. Susan Hardwick Vice President and Controller INDEX TO EXHIBITS The following Exhibits are furnished as part of this Report to the extent described in Item 9: Exhibit Number Description 99-1 Press Release - Vectren North seeks approval of new natural gas base rates 99-2 Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995 EX-99.1 PRESS RELEAS 3 vvc8k_ex99-1.txt PRESS RELEASE ANNOUNCING NORTH RATE CASE INCREASE EX 99-1 News Release Vectren Corporation P.O. Box 209 Evansville, IN 47702-0209 FOR IMMEDIATE RELEASE March 19, 2004 Contact: Media - Mike Roeder (812) 491-4143 or mroeder@vectren.com Investor Relations - Steve Schein, 812-491-4209 or sschein@vectren.com Vectren North seeks approval of new natural gas base rates Evansville, Ind. -- Vectren Energy Delivery of Indiana - North, formerly called Indiana Gas Company, Inc., a subsidiary of Vectren Corporation (NYSE: VVC), filed a petition today with the Indiana Utility Regulatory Commission (IURC) to adjust its base rates and charges for its gas distribution business in a 49-county region covering central and southeastern Indiana. If the filing is approved, Vectren North expects to increase its base rates by approximately $47 million to cover the ongoing cost of operating, maintaining and expanding the approximately 12,000-mile distribution and storage system used to serve more than 525,000 customers. If approved, the typical Vectren Energy Delivery of Indiana - North (Vectren North) residential customer that uses natural gas to heat his/her home would see a bill increase of about 7 percent. This proposal will not impact Vectren's customers in southwestern Indiana or west-central Ohio. Vectren North's request will be reviewed by the IURC, and there will also be public hearings conducted regarding the proposal. Today's base rate filing marks the first time Vectren North has filed a request for a base ("non-gas-costs") rate increase since 1991. Over the past 13 years, Vectren North has efficiently managed its operations to avoid an increase for its "non-gas costs." However, during that time frame investments made to serve Vectren North customers have exceeded $270 million, which are not reflected in its current base rates. Also, since 1991, the amounts paid for taxes, health care, labor and other operating costs have increased. The petition only addresses Vectren North's "non-gas" costs, which represent between 25 and 30 cents of every dollar paid by customers for their gas service. These "non-gas" costs are incurred to build, operate and maintain the pipes, other equipment and systems that are used to deliver gas across Vectren North's system to its customers. The remaining 70 to 75 cents of each dollar represents the cost of the gas used by customers. That gas is purchased on the competitive wholesale market by Vectren North on behalf of its customers, and its actions are subject to regulatory scrutiny under the state's Gas Cost Adjustment (GCA) procedures to ensure its purchasing actions are reasonable. Every three months, the IURC reviews Vectren North's gas purchase costs to ensure that those costs are reasonable. Under Indiana regulation, Vectren North is not allowed to make a profit on the cost of gas. -MORE- North gas/page 2 The filing also includes a normal temperature adjustment (NTA) mechanism to reduce the impact on customer bills caused by the variations in weather. With the NTA, historic average temperatures serve as the basis for computing customers' bills, thereby smoothing out the effects of significant temperature fluctuations. "It has been about 13 years since we last sought to adjust our base rates. Given this passage of time, we need an increase to recover the costs associated with providing our customers with safe and reliable gas service. The primary driver is the investment of more than a quarter of a billion dollars in infrastructure upgrades over this time period," said Bill Doty, Vectren's executive vice president of utility operations. "A strong utility infrastructure is a critical component to Indiana's continued economic growth. Adjusting our base rates to reflect this investment is important to our efforts to sustain and promote the service reliability that is critical to our customers." The merger in early 2000 of Indiana Energy, Inc. and SIGCORP, Inc. to create Vectren, combined with the acquisition later that same year of significant natural gas distribution assets in west-central Ohio, has contributed to the ability to delay the need to seek a rate increase by creating the opportunity to spread operating costs across the companies and by providing many efficiencies that avoid duplication of costs. Vectren North serves all or a portion of Adams, Allen, Bartholomew, Blackford, Boone, Clark, Clay, Clinton, Daviess, Decatur, Delaware, Fayette, Floyd, Fountain, Grant, Greene, Hamilton, Hancock, Hendricks, Henry, Huntington, Jackson, Jay, Jefferson, Johnson, Lawrence, Madison, Marion, Martin, Miami, Monroe, Montgomery, Morgan, Orange, Owen, Parke, Putnam, Randolph, Rush, Shelby, Tippecanoe, Tipton, Vermillion, Vigo, Wabash, Warren, Wayne, Wells and White counties. About Vectren Corporation Vectren Corporation is an energy and applied technology holding company headquartered in Evansville, Indiana. Vectren's regulated energy delivery subsidiaries provide gas and/or electricity to nearly 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; utility infrastructure services; and broadband communication services. To learn more about Vectren, visit www.vectren.com. 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 on Form 10-K filed with the Securities and Exchange Commission on February 26, 2004. Key Elements of Vectren North Rate Case, as Filed, Included as Supplemental Information: Overall Revenue Increase: $46.9 million Percent Increase on Typical Residential Bill: Approximately 7%* Requested Return on Equity (ROE): 12.25% Weighted Cost of Debt: 7.35% Overall Rate of Return: 9.21% Capital Structure: 44% Debt 48% Equity 8% Cost Free/Other Rate Base: $709.6 million Revenue Increase on Original Cost: $38.4 million Revenue Increase on Fair Value: $8.5 million Test Year Net Operating Income (NOI): $61.9 million Present Rates NOI: $42.9 million Revenue Increase from Last Case Filed in 1991 to the Current Case Attributed to: Cost of Capital, Depreciation and Rate Base Additions $70.8 million Income and Property taxes $6.4 million Bad Debt Expense $4.3 million Pipeline safety costs $2.9 million Other costs $.5 million Margin Growth from Customer Additions $(38.0) million --------------- Total Revenue Increase $46.9 million * Amount represents an estimate. A detailed cost of service study that determines the requested increase by customer rate class will be filed with the Indiana Utility Regulatory Commission in early April 2004. EX-99.2 SAFE HARBOR 4 vvc8k_ex99-2.txt SAFE HARBOR STATEMENT 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 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: 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, 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 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 periodic filings made with Commission by Vectren Corporation and its subsidiaries, Vectren Utility Holdings, Inc., Indiana Gas Company, Inc., and Southern Indiana Gas and Electric Company. 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-----