-----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, S4DT6jRkwFZkbn/B/e1YEOLFfMJ3qD61MMD8viytvYGPVbvCF0smMh00JSZAbnZL y5DFqwfUNkT9ujeSvD217g== 0001096385-02-000036.txt : 20020520 0001096385-02-000036.hdr.sgml : 20020520 20020520163236 ACCESSION NUMBER: 0001096385-02-000036 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020331 ITEM INFORMATION: Changes in registrant's certifying accountant FILED AS OF DATE: 20020520 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-03553 FILM NUMBER: 02657859 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/A 1 sig-8k_change51702.txt 8K ANNOUNCING AUDITOR CHANGE SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 of 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 17, 2002 SOUTHERN INDIANA GAS AND ELECTRIC COMPANY (Exact name of registrant as specified in its charter) Indiana 1-3553 35-0672570 ------- ------ ---------- (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 20 N.W. Fourth Street, Evansville, Indiana 47708 ------------------------------------------ ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (812)491-4000 N/A (Former name or address, if changed since last report.) Item 4. Changes in Registrant's Certifying Accountant. On March 22, 2002, the Audit Committee of the Board of Directors of Vectren Corporation (Vectren), the parent company of Southern Indiana Gas and Electric Company (the "Company"), decided to replace Arthur Andersen LLP ("Arthur Andersen") as the Company's independent auditors, effective upon completion of a transition period which was expected to extend through the conclusion of their review of the financial results of the Company and its subsidiaries for the first quarter of 2002. This Form 8-K/A amends the Current Report on Form 8-K filed by the Company on March 26, 2002 with respect to that decision. On May 10, 2002, the Audit Committee determined to dismiss Arthur Andersen and replace them with Deloitte & Touche, LLP ("Deloitte") effective as of the later of May 15, 2002 or receipt by the Chair of the Audit Committee of written notification from Deloitte that the Company has been accepted as a client. The Chair received notification of acceptance from Deloitte on May 17, 2002 and accordingly the appointment of Deloitte and dismissal of Arthur Andersen became effective on that date. In connection with the audits for the two most recent fiscal years and through the date hereof, there have been no disagreements with Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Arthur Andersen, would have caused Arthur Andersen to make reference thereto in its report on the financial statements of the Company for such time periods. Also, during those time periods, there have been no "reportable events" as such term is used in Item 304(a)(1)(v) of Regulation S-K. Arthur Andersen's reports on the financial statements of the Company for the last two years neither contained an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except for the adoption of new accounting standards required under accounting principles generally accepted in the United States. The Company provided Arthur Andersen a copy of this Form 8-K/A prior to its filing with the Securities and Exchange Commission (the "Commission"). Arthur Andersen has provided the Company with a letter, addressed to the Commission, which is filed as Exhibit 16 hereto. During the years ended December 31, 2001 and 2000 and through the date of this Form 8-K/A, neither the Company nor anyone acting on their behalf consulted Deloitte with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, or any other matters or reportable events listed in Items 304(a)(2)(i) and (ii) of Regulation S-K. Item 7. Exhibits. 16 Letter from Arthur Andersen LLP to the Securities and Exchange Commission, dated May 20, 2002. 99 Press release regarding the selection of Deloitte & Touch LLp dated May 20, 2002. 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. SOUTHERN INDIANA GAS AND ELECTRIC COMPANY May 20, 2002 By: /s/ Jerome A. Benkert, Jr. ---------------------------------------- Jerome A. Benkert, Jr. Executive Vice President and Chief Financial Officer EX-16 3 sig-exh16.txt AUDIT LETTER EXHIBIT 16 May 20, 2002 Office of the Chief Accountant Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Dear Sir/Madam: We have read paragraphs two through four of Item 4 included in the Form 8-K/A dated May 17, 2002 of Southern Indiana Gas and Electric Company filed with the Securities and Exchange Commission and are in agreement with the statements contained therein. Very truly yours, Arthur Andersen LLP cc: Jerome A. Benkert, Jr. Executive Vice President and Chief Financial Officer Southern Indiana Gas and Electric Company EX-99 4 press-release_51702.txt PRESS RELEASE Exhibit 99 News Release Vectren Corporation P.O. Box 209 Evansville, IN 47702-0209 FOR IMMEDIATE RELEASE Contact: Mike Roeder, 812.491.4143 Vectren Selects Deloitte & Touche LLP as its Independent Public Accountant May 20, 2002 - Vectren Corporation (NYSE: VVC) announced today that the Audit Committee of its board of directors has selected Deloitte & Touche LLP as its independent public accountant. Deloitte & Touche replaces Arthur Andersen LLP. Earlier in the year, Vectren announced it would end its relationship with Andersen citing recent public developments regarding Andersen. "The independent auditor selection is a critical decision for us, and we have selected Deloitte & Touche due to their industry experience and resources," said Vectren Chairman and CEO Niel C. Ellerbrook. " Deloitte & Touche clearly demonstrated the high caliber and significant experience of the professionals that will be dedicated to our account." The transition to Deloitte & Touche begins immediately. The change of independent public accountants is not the result of any disagreement between Vectren and Andersen on matters of accounting principles or practices, financial statement disclosure or auditing scope and procedure. 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 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 surrounding region. 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. -----END PRIVACY-ENHANCED MESSAGE-----