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) November 8, 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
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 7.01. Regulation FD Disclosure
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Vectren Corporation (the Company), an energy holding and applied technology
company, announced earnings guidance for 2005 and reaffirmed earnings guidance
for 2004. A copy of the press release is furnished as Exhibit 99-1 to this
current report.
Vectren senior management will provide an outlook for 2005 during a meeting with
the financial community scheduled at noon EST, Tuesday, November 9, 2004. A copy
of the slides to be used in that presentation is furnished as Exhibit 99-2 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 99-3.
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.
November 8, 2004
By: /s/ M. Susan Hardwick
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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 7.01:
Exhibit
Number Description
------- -----------
99-1 Press Release - Vectren Corporation Announces 2005 Earnings
Guidance and Reaffirms 2004 Earnings Guidance
99-2 Financial Community Presentation
99-3 Cautionary Statement for Purposes of the "Safe Harbor" Provisions
of the Private Securities Litigation Reform Act of 1995