UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
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 11, 2009
VECTREN
CORPORATION
(Exact
name of registrant as specified in its charter)
|
Commission File
No.
|
Registrant, State of
Incorporation, Address, and Telephone Number
|
I.R.S Employer Identification
No.
|
||
|
1-15467
|
Vectren
Corporation
|
35-2086905
|
||
|
(An
Indiana Corporation)
|
||||
|
One
Vectren Square,
|
||||
|
Evansville,
Indiana 47708
|
||||
|
(812)
491-4000
|
||||
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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item 1.01 Entry into a Material Definitive
Agreement; Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off Balance Sheet Arrangement of a Registrant; Item 8.01 Other
Events.
On March
11, 2009, Vectren Corporation (“Vectren”) and Vectren Capital Corp., its
wholly-owned subsidiary (“Capital”), entered into a private placement Note
Purchase Agreement (the “2009 Note Purchase Agreement”) pursuant to which
various institutional investors purchased the following tranches of notes from
Capital: (i) $30,000,000 6.37% Guaranteed Senior Notes, Series A due 2014, (ii)
$60,000,000 6.72% Guaranteed Senior Notes, Series B due 2016 and (iii)
$60,000,000 7.30% Guaranteed Senior Notes, Series C due 2019. These Guaranteed
Senior Notes are unconditionally guaranteed by Vectren, the parent of
Capital.
On March
11, 2009, Vectren and Capital entered into a First Amendment with respect to a
Note Purchase Agreement dated October 11, 2005 pursuant to which Capital
issued to institutional investors the following notes: (i) $25,000,000 4.99%
Senior Notes, Series A due 2010, (ii) $25,000,000 5.13% Senior Notes, Series B
due 2012 and (iii) $75,000,000 5.31% Senior Notes, Series C due 2015; and a
Second Amendment with respect to a Note Purchase Agreement, dated April 25,
1997, as amended by the First Amendment thereto, dated October 11, 2005,
pursuant to which Capital issued to an institutional investor a $35,000,000
7.43% Senior Note due 2012. The First and Second Amendments conform the
covenants in certain respects to those contained in the 2009 Note Purchase
Agreement.
Vectren
refers to the attached exhibits for the affirmative and negative covenants
relating to the 2009 financing and certain of the covenants relating to the 2005
and 1997 financings.
Item 9.01 Financial Statements and
Exhibits.
The
following exhibits are included in this Current Report on Form 8-K:
|
4.5
|
Note
Purchase Agreement, dated March 11, 2009, among Vectren Corporation,
Vectren Capital, Corp. and each of the purchasers named
therein.
|
|
4.6
|
First
Amendment, dated March 11, 2009, to Note Purchase Agreement dated October
11, 2005, among Vectren Corporation, Vectren Capital, Corp. and each of
the holders named herein.
|
|
4.7
|
Second
Amendment, dated March 11, 2009, to Note Purchase Agreement, dated April
25, 1997, among Vectren Corporation, Vectren Capital, Corp. and the holder
named therein as amended by the First Amendment thereto, dated October 11,
2005.
|
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.
|
March
___, 2009
|
VECTREN
CORPORATION
|
|
|
By:
|
||
|
M.
Susan Hardwick
|
||
|
Vice
President and Controller
|
||