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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): July 24, 2003
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VECTREN UTILITY HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
INDIANA
(State or Other Jurisdiction of Incorporation)
001-16739 35-2104850
(Commission File Number) (IRS Employer Identification No.)
20 N.W. Fourth Street
Evansville, Indiana 47741
(Address of Principal Executive Offices)(Zip Code)
Registrant's Telephone Number, Including Area Code: (812) 491-4000
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Item 5. Other Events.
Vectren Utility Holdings, Inc. hereby files an Underwriting Agreement,
dated July 24, 2003, attached hereto as Exhibit 1.1 and incorporated herein by
reference, in connection with the Vectren Utility Holdings, Inc. issuance of
$100,000,000 aggregate principal amount of its 5.25% Senior Notes due August 1,
2013 and $100,000,000 aggregate principal amount of its 5.75% Senior Notes due
August 1, 2018 (the "Securities").
Vectren Utility Holdings, Inc. hereby files a Terms Agreement, dated July
24, 2003, attached hereto as Exhibit 1.2 and incorporated herein by reference,
in connection with the Vectren Utility Holdings, Inc. issuance of $100,000,000
aggregate principal amount of its 5.25% Senior Notes due August 1, 2013 and
$100,000,000 aggregate principal amount of its 5.75% Senior Notes due August 1,
2018 (the "Securities").
Vectren Utility Holdings, Inc. hereby files the form of Third Supplemental
Indenture (including the Form of Note), attached hereto as Exhibit 4.1 and
incorporated herein by reference, in connection with the issuance by Vectren
Utility Holdings, Inc. of the Securities.
Vectren Utility Holdings, Inc. hereby files the final Legal Opinion of
Barnes & Thornburg, attached hereto as Exhibit 5.1 and incorporated herein by
reference, in connection with the issuance of the Securities.
Vectren Utility Holdings, Inc. hereby files the final Legal Opinion of
Kegler, Brown, Hill& Ritter, attached hereto as Exhibit 5.2 and incorporated
herein by reference, in connection with the issuance of the Securities.
Item 7. Financial Statements and Exhibits.
The following exhibits are filed as part of this report:
Exhibit 1.1 - Underwriting Agreement, dated July 24, 2003, among Vectren
Utility Holdings, Inc., Indiana Gas Company, Inc., Southern Indiana Gas and
Electric Company and Vectren Energy Delivery of Ohio, Inc., and ABN AMRO
Incorporated and Banc One Capital Markets, Inc., in their respective capacities
of the underwriters named therein.
Exhibit 1.2 - Terms Agreement, dated July 24, 2003, among Vectren Utility
Holdings, Inc., Indiana Gas Company, Inc., Southern Indiana Gas and Electric
Company and Vectren Energy Delivery of Ohio, Inc., and ABN AMRO Incorporated and
Banc One Capital Markets, Inc., in their respective capacities of the
underwriters named therein.
Exhibit 4.1 - Form of Third Supplemental Indenture, among Vectren Utility
Holdings, Inc., Indiana Gas Company, Inc., Southern Indiana Gas and Electric
Company, Vectren Energy Delivery of Ohio, Inc. and U.S. Bank National
Association.
Exhibit 5.1 - Opinion of Barnes & Thornburg
Exhibit 5.2 - Opinion of Kegler, Brown, Hill & Ritter
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 UTILITY HOLDINGS, INC.
(Registrant)
Dated: July 28, 2003
By: /s/ M. Susan Hardwick
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M. Susan Hardwick
Vice President and Controller