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) October 30, 2008
VECTREN
CORPORATION
(Exact
name of registrant as specified in its charter)
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Commission
File
No.
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Registrant, State of
Incorporation,
Address, and Telephone
Number
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I.R.S Employer
Identification
No.
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1-15467
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Vectren
Corporation
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35-2086905
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(An
Indiana Corporation)
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One
Vectren Square,
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Evansville,
Indiana 47708
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(812)
491-4000
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1-16739
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Vectren
Utility Holdings, Inc.
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35-2104850
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(An
Indiana Corporation)
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One
Vectren Square,
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Evansville,
Indiana 47708
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(812)
491-4000
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Former
name or address, if changed since last report:
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:
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r
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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r
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.02. Results of Operations and Financial Condition
On
October 30, 2008, Vectren Corporation (the Company) released financial
information to the investment community regarding the Company's results of
operations for the three-month and nine-month periods ending September 30,
2008. A copy of the press release is furnished as Exhibit 99.1 and the
supporting information and schedules are furnished as Exhibit 99.2 to this
Current Report on Form 8-K.
Vectren
Corporation is the parent company of Vectren Utility Holdings, Inc. (Utility
Holdings) and Vectren Enterprises, Inc. (Enterprises). Utility Holdings is
the intermediate holding company of the Company’s three operating public
utilities, and Enterprises is the holding company for the Company’s nonutility
operations.
In
this press release, the results of Utility Holdings, Enterprises, and other
results are presented on a per share basis and are analyzed
separately. The Company presents information in this manner due to
differences in business strategies and risks associated with its utility and
nonutility earnings. Further, the per share amounts are based on their
earnings contribution included in Vectren’s consolidated results divided by
Vectren’s basic average shares outstanding during the period. These per
share amounts do not represent a direct legal interest in specific assets and
liabilities, but rather represent a direct equity interest in Vectren
Corporation's assets and liabilities as a whole.
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
99.3.
Item 2.06.
Material Impairments.
Within
the Nonutility business segment, there are legacy investments, outside of
primary operations, involved in energy-related infrastructure and services, real
estate, leveraged leases, and other ventures. The recent economic
downturn has impacted the value of commercial real estate investments within
this portfolio, and the prospect for recovery of that value has
diminished.
As
part of third quarter closing procedures, the Company assessed its commercial
real estate investments for impairment and identified the need to reduce their
carrying values. That assessment was conducted using SFAS No. 114,
“Accounting by Creditors for Impairment of a Loan”; APB 18, “The Equity Method
of Accounting for Investments in Common Stock”; and SFAS No. 144, “Accounting
for the Impairment or Disposal of Long-Lived Assets”; and their related
amendments and interpretations. The resulting impairment charge
totaled $10.0 million, $5.9 million after tax, or $0.07 per basic earnings per
share.
Item
9.01. Exhibits.
(d)
Exhibits
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Exhibit
Number
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Description
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99.1
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Vectren
Corporation Reports Third Quarter 2008 Results
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99.2
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Supporting
Financial Statements and Schedules
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99.3
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Cautionary
Statement for Purposes of the "Safe Harbor" Provisions of the Private
Securities Litigation Reform
Act of 1995
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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.
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VECTREN
CORPORATION
VECTREN
UTILITY HOLDINGS, INC.
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October
31, 2008
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By: /s/
M. Susan Hardwick
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M.
Susan Hardwick
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Vice
President, Controller and Assistant
Treasurer
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INDEX
TO EXHIBITS
The
following Exhibits are furnished as part of this Report to the extent described
in Item 2.02:
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Exhibit
Number
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Description
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99.1
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Vectren
Corporation Reports Third Quarter 2008 Results
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99.2
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Supporting
Financial Statements and Schedules
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99.3
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Cautionary
Statement for Purposes of the "Safe Harbor" Provisions of the Private
Securities Litigation Reform
Act of 1995
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