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Sigcorp Inc – ‘PRE 14A’ for 4/23/96

As of: Tuesday, 2/27/96 · For: 4/23/96 · Accession #: 930413-96-50 · File #: 1-11603

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/27/96  Sigcorp Inc                       PRE 14A     4/23/96    2:52K                                    Command Financial

Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14A     Preliminary Proxy Statement                           16     78K 
 2: EX-99       Proxy Card                                             4     10K

PRE 14A — Preliminary Proxy Statement
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) APPROVAL OF MERGER OF SIGECO'S WHOLLY-OWNED GAS UTILITY SUBSIDIARY INTO SIGECO (To be voted on by holders of SIGECO voting stock only) Compensation Committee Report on Executive Compensation Executive Compensation Pension Plan Ratification of Appointment of Auditors
1	1st Page - Filing Submission
11	Executive Compensation
13	Pension Plan
"	Compensation Committee Report on Executive Compensation
15	Item 2 -. APPROVAL OF MERGER OF SIGECO'S WHOLLY-OWNED GAS UTILITY SUBSIDIARY INTO SIGECO (To be voted on by holders of SIGECO voting stock only)
16	Item 3. Ratification of Appointment of Auditors

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SCHEDULE 14A INFORMATION              

Proxy Statement Pursant to Section 14(a) of the Securities Exchange Act         
of 1934                                                                         

Filed by the Registrant [X]                                                     
Filed by a Party other than the Registrant  [ ]                                 
Check the appropriate box:                                                      
[X] Preliminary Proxy Statement                                                 
[ ] Confidential, for Use of the Commission Only                                
(as permitted by Rule 14a-6(e)(2))                                      
[ ] Definitive Proxy Statement (Revised)                                        
[ ] Definitive Additional Materials                                             
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 

SIGCORP, Inc.             
(Name of Registrant as Specified In Its Charter)

............................................................................. 
   (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or     
Item 22(a)(2) of Schedule 14A.                                          
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule        
14a-6(i)(3).                                                            
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.    

1) Title of each class of securities to which transaction applies:      
..............................................................    
2) Aggregate number of securities to which transaction applies:         
..............................................................    
3) Per unit price or other underlying value of transaction computed     
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which 
the filing fee is calculated and state how it was determined):    
4) Proposed maximum aggregate value of transaction:                     
..............................................................    
5)  Total Fee Paid:                                                     
..............................................................    

[ ] Fee paid previously with preliminary materials.                             

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 
0-11(a)(2) and identify the filing for which the offsetting fee was paid        
previously. Identify the previous filing by registration statement number, or   
the form or Schedule and the date of its filing.                                
(1) Amount Previously Paid:                                           
..............................................................
(2) Form, Schedule or Registration Statement No.:                     
..............................................................
(3) Filing Party:                                                     
..............................................................
(4) Date Filed:                                                       
..............................................................

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SIGCORP                                                            SIGCORP, Inc.
                                                           20 N.W. Fourth Street
                                                                   P.O. Box 3606
                                                  Evansville, Indiana 47735-3606

                                                                    800.227.8625

                                                                   March 5, 1996

Dear Stockholder:                                                               

     Enclosed is  information  regarding  the upcoming  joint annual  meeting of
stockholders  of SIGCORP,  Inc. and Southern  Indiana Gas and Electric  Company,
including the 1995 Annual Report.  THE MEETING WILL BE HELD ON APRIL 23, 1996 AT
3:00 P.M.,  EVANSVILLE TIME (CST) AT THE NORMAN P. WAGNER CENTER  ADMINISTRATION
BUILDING, ONE NORTH MAIN STREET, IN EVANSVILLE.  The  April  23rd date, which is
the fourth  Tuesday of April,  is a change from the prior years' meeting date of
the fourth Tuesday of March.                                                    

     As discussed in the enclosed Joint Proxy Statement,  the only matters to be
presented at the SIGCORP,  Inc. annual meeting are the election of directors and
the  ratification  of the appointment of auditors.  As further  explained in the
Joint Proxy Statement, preferred shareholders of SIGECO will have one additional
item presented, the merger into Southern Indiana Gas and Electric Company of its
wholly-owned subidiary, Lincoln  Natural Gas  Company.  The  common   stock   of
Lincoln, which serves  approximately  1,300  gas   customers  in  the  Rockport,
Indiana area, was acquired several years ago by SIGECO.  The  SIGCORP and SIGECO
Boards of Directors and management recommend that you vote "FOR" each of these  
items.                                                                          

     Whether or not you attend the annual  meeting,  it is important  that  your
shares be represented at the meeting. A postage paid, self-addressed envelope is
enclosed for your  convenience  in returning the signed proxy card to us. If you
plan to attend the meeting, it would be helpful if you would indicate by marking
the box on the enclosed proxy card.                                             

     Please  take a moment now to vote,  sign and return  your proxy card in the
enclosed postage-paid envelope. Your early response will be appreciated.  If you
have any questions regarding the meeting,  please feel free to contact our Stock
Transfer Department at (812) 464-4528 or toll free at 800-227-8625.             

                           Very truly yours,

                                /s/ Ronald G. Reherman
                                    ------------------
                                    Ronald G. Reherman
                                         Chairman, President and
                                         Chief Executive Officer

Enclosures                                                                      

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 SIGCORP, INC.
 AND
 SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
 20 N.W. FOURTH STREET
EVANSVILLE, INDIANA 47741-0001

NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS

 TO BE HELD APRIL 23, 1996

TO THE STOCKHOLDERS OF SIGCORP, INC. and                                        
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY:                                      

     NOTICE IS HEREBY GIVEN THAT THE JOINT  ANNUAL  MEETING OF  STOCKHOLDERS  OF
SIGCORP,  INC.  ("SIGCORP")  AND  SOUTHERN  INDIANA  GAS  AND  ELECTRIC  COMPANY
("SIGECO") IS CALLED AND WILL BE HELD ON TUESDAY,  THE 23RD DAY OF APRIL,  1996,
AT 3:00 P.M., AT THE NORMAN P. WAGNER CENTER ADMINISTRATION  BUILDING, ONE NORTH
MAIN STREET, EVANSVILLE, INDIANA, FOR THE FOLLOWING PURPOSES:                   

          1. To elect two  directors  of SIGCORP and two  directors of SIGECO to
     serve a term of three years and until their successors are duly elected and
qualified;                                                            

          2. To obtain  SIGECO  shareholder  approval for the merger of SIGECO's
     wholly owned gas utility  subsidiary,  Lincoln  Natural Gas Company,  Inc.,
into SIGECO;                                                          

          3. To ratify the  appointment  of Arthur  Andersen LLP as auditors for
1996; and                                                             

          4. To transact any and all business in  connection  with the foregoing
     and any other  business  that may properly  come before the meeting and any
adjournment or adjournments thereof.                                  

                          By Order of the Boards of Directors,

 A.E. Goebel
Secretary 

Evansville, Indiana                                                             
March 5, 1996                                                                   

     IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE MEETING IN ORDER THAT
A QUORUM WILL BE ASSURED. STOCKHOLDERS, WHETHER OR NOT THEY EXPECT TO BE PRESENT
AT THE MEETING,  ARE REQUESTED TO FILL IN, DATE AND SIGN THE ENCLOSED PROXY CARD
AND RETURN IT PROMPTLY IN THE ACCOMPANYING ADDRESSED ENVELOPE, WHICH REQUIRES NO
POSTAGE. IF YOU ATTEND THE MEETING AND SO REQUEST, THE PROXY WILL NOT BE VOTED. 

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LOCATION OF APRIL 23, 1996
ANNUAL SHAREHOLDERS' MEETING

[map]       

NORMAN P. WAGNER OPERATIONS CENTER
 Southern Indiana Gas and Electric Company
 One N. Main Street 465-4153

     Parking for  shareholders  will be provided in the Employee  and  Visitors'
parking  lot on the corner of North Main and  Division  Streets.  Please use the
entrance  marked "Main Street  Entrance" on the above map. Entry to the building
will be through the doors indicated by the arrow.                               

YOUR VOTE IS IMPORTANT

     PLEASE READ THE PROXY  STATEMENT  AND SIGN,  DATE AND MAIL THE PROXY IN THE
PREPAID ENVELOPE  WITHOUT DELAY,  WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
YOU MAY REVOKE  YOUR PROXY  PRIOR TO OR AT THE MEETING AND VOTE IN PERSON IF YOU
WISH. IF YOUR SHARES ARE HELD BY A BROKER, BANK OR NOMINEE, IT IS IMPORTANT THAT
THEY RECEIVE YOUR VOTING INSTRUCTIONS.                                          

2 

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 SIGCORP, INC.
 AND
 SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
 20 N.W. FOURTH STREET
EVANSVILLE, INDIANA 47741-0001

 JOINT PROXY STATEMENT
 FOR
JOINT ANNUAL MEETING OF STOCKHOLDERS
APRIL 23, 1996

INTRODUCTION

     This Joint Proxy Statement is provided to the shareholders of SIGCORP, Inc.
("SIGCORP")  and  Southern  Indiana  Gas  and  Electric  Company  ("SIGECO")  in
connection with their annual meetings of  shareholders  and any  adjournments or
postponements  thereof.  The annual  meetings  are  scheduled to be held at 3:00
p.m.,  Central  Standard  Time,  at the Norman P. Wagner  Center  Administration
Building,  One North Main Street,  Evansville,  Indiana.  The SIGCORP and SIGECO
annual meetings will be held in conjunction with each other at the same time and
location.                                                                       

 GENERAL INFORMATION

SOLICITATION OF PROXIES                                                         

     The  management  solicits  your proxy for use at the joint annual  meeting.
Shares  held in your name and  represented  by your  proxy  will be voted as you
instruct  if your proxy is duly  executed  and  returned  prior to the  meeting.
Shares represented by proxies that are returned signed but without  instructions
for voting will be voted as recommended by the management. Shares represented by
proxies  that are  returned  unsigned  or  improperly  marked will be treated as
abstentions  for  voting  purposes.  Abstentions  and broker  non-votes  are not
counted in the tally of shares voted at the  meeting.  You may revoke your proxy
at any time before it is  exercised by written  notice to SIGCORP or SIGECO,  as
the case may be,  received  prior to the time of the  meeting,  or orally at the
meeting.  Dissenting  stockholders  in connection with any item presented do not
have rights of  appraisal.  The proxy and this  statement  were first  mailed to
stockholders on or about March 5, 1996.                                         

     If you are a participant in the SIGCORP Automatic Dividend Reinvestment and
Stock Purchase Plan (the "Plan"),  whole shares  credited to your account in the
Plan will be voted by the Plan  Agent in  accordance  with a voting  instruction
form that  will be  furnished  to you by the Plan  Agent,  provided  the form is
completed  by you  and  returned  to the  Plan  Agent.  If the  separate  voting
instruction form is returned signed but without  instructions,  your Plan shares
will be voted in  accordance  with the  recommendations  of  management.  If the
separate voting instruction form for the Plan shares is not returned to the Plan
Agent or if it is returned  unsigned  or  improperly  marked,  none of your Plan
shares  will be voted  unless you vote in  person.  If you wish to vote the Plan
shares in person,  a proxy may be obtained upon written request  received by the
Plan Agent (Harris Trust & Savings Bank,  Reinvestment Services, P.O. Box A3309,
Chicago, Illinois 60690) at least 15 days prior to the meeting.                 

COST AND METHOD OF SOLICITATION                                                 

     The  cost of  preparing,  assembling,  printing,  and  mailing  this  proxy
statement,  the enclosed  proxy and any other material which may be furnished to
the  stockholders in connection with the solicitation of proxies for the meeting
will be borne by SIGCORP  and  SIGECO.  In order to be assured  that a quorum of
outstanding  stock will be represented at the meeting,  proxies may be solicited
by  officers  and  regular  employees  of  SIGCORP  or  SIGECO,  personally,  by
telephone,  telegraph,  fax, or mail. In addition,  Continental Stock Transfer &
Trust Co., 2 Broadway, New York, New York 10004 and/or D.F. King & Co., Inc., 77
Water  Street,  New York,  New York 10005 may assist  SIGCORP  and SIGECO in the
solicitation of proxies.  It is anticipated that the cost of such  solicitations
will not exceed $10,000 plus reasonable out-of-pocket expenses.  Brokers, banks,
nominees  and  other  fiduciaries  will be  reimbursed  for  postage  and  other
reasonable out-of-pocket expenses incurred in sending this Joint Proxy Statement
and other  materials to, and obtaining  instructions  relating to such materials
from, beneficial owners of SIGCORP and SIGECO stock.                            

3 

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MATTERS TO BE VOTED UPON                                                        

     As of this date,  the only known business to be presented at the 1996 joint
annual meeting of  stockholders  is (1) the election of two directors of SIGCORP
and two  directors  of SIGECO to serve for a term of three years and until their
successors  are duly  elected and  qualified,  (2) the  authorization  by SIGECO
shareholders  of the merger of SIGECO's  wholly-owned  gas  utility  subsidiary,
Lincoln Natural Gas Company,  Inc., into SIGECO, and (3) the ratification of the
appointment of Arthur Andersen LLP as auditors for 1996.  However,  the enclosed
proxy authorizes the proxy holders named therein to vote on all matters that may
properly  come before the Annual  Meetings and it is the  intention of the proxy
holders to take such action in  connection  therewith as shall be in  accordance
with their best  judgment.  Only shares held by those  present at the meeting or
for which  proxies are returned  will be  considered  to be  represented  at the
meeting.  For the purpose of determining a quorum, all shares represented at the
meeting are counted without regard to abstentions or broker  non-votes as to any
particular item.                                                                

RECORD DATE                                                                     

     The Board of Directors  has fixed  February  23, 1996,  as the date for the
determination of stockholders  entitled to notice of and to vote at the meeting.
Only  stockholders of record at the close of business on February 23, 1996, will
be entitled to vote at the meeting or at any  adjournments  thereof,  unless the
Board of Directors  fixes a new record date for the  adjourned  meeting which it
must do if the adjourned meeting date is after July 20, 1996.                   

VOTING SECURITIES                                                               

     As of the record  date,  there were  15,754,826  shares of Common  Stock of
SIGCORP outstanding and entitled to vote. SIGECO's voting securities outstanding
on the record date  consisted of 85,895 shares of 4.8% Preferred  Stock,  25,000
shares of 4.75% Preferred  Stock,  75,000 shares of 6.50% Preferred  Stock,  and
15,754,826 shares of Common Stock owned by SIGCORP. Each share of the respective
companies  is entitled to one vote on each  question  presented to a vote of the
stockholders of that company at their annual meeting. However, unless the holder
personally  appears  at the  meeting,  shares  for  which no  proxy is  returned
(whether  registered in the name of the actual  holder  thereof or in nominee of
street name) will not be voted.                                                 

Security Ownership of Certain Beneficial Owners                                 

     As of December 31, 1995,  each of the following  stockholders  was known to
the  management  to be the  beneficial  owner of more than five  percent  of the
outstanding shares of any class of voting securities as set forth below.        

                                                                [Download Table]

                                                   AMOUNT AND                    
                                                   NATURE OF                     
                        NAME AND ADDRESS OF        BENEFICIAL            PERCENT 
TITLE OF CLASS          BENEFICIAL OWNER           OWNER                 OF CLASS
-------------------     ------------------         ----------            ------- 
                                                                                 
$100 Par Preferred      HAMAC & Co.                18,000 Shares         9.7%    
Stock of SIGECO         c/o Crestar Bank           Registered Owner              
                        Box 26246                                                
                        Richmond, VA 23261                                       

                        IDS Certificate Company    75,000 Shares         40.3%   
                        c/o IDS Financial          Registered Owner              
                        Services, Inc.                                           
                        3000 IDS Tower 10                                        
                        Minneapolis, MN 55440                                    

Common Stock of SIGECO  SIGCORP, Inc.              15,754,826 Shares(1)  100%    
                        20 N.W. Fourth Street      Registered Owner              
                        P.O. Box 3606                                            
                        Evansville, IN 47741-0001                                

----------                                                                      

(1)  SIGCORP  became the owner of all of the issued  and  outstanding  shares of
     SIGECO  common  stock on January 1, 1996 when the present  holding  company
structure went into place.                                            

4 

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 ELECTION OF DIRECTORS

     SIGCORP's  and SIGECO's  Boards of  Directors  each consist of 8 members of
whom approximately one-third are elected each year to serve terms of three years
or until the director's earlier  retirement  pursuant to the respective Board of
Director's Retirement Policy.  Messrs. Melvin H. Dodson, a SIGECO director since
1970,  and  Walter R.  Emge,  a SIGECO  director  since  1972,  both  retired as
directors  of SIGCORP and SIGECO on December  31,  1995 in  accordance  with the
retirement policy of the boards of directors. Their valued contributions were an
important part of SIGECO's continued growth and success. It is intended that the
enclosed form of proxy will be voted for the election of Messrs.  Robert L. Koch
II and Jerry A. Lamb,  both of whom are now members of the Boards,  as directors
of  SIGCORP  and  SIGECO,  respectively,  for  three  year  terms or  until  the
director's  earlier  retirement.  In any  election  of  directors,  the  persons
receiving  a  plurality  of the votes cast are  elected to the  vacancies  to be
filled.                                                                         

     Each of the nominees has signified his willingness to serve if elected. If,
however, any situation should arise under which any such person should be unable
to serve,  the authority  granted in the enclosed proxy card may be exercised by
the proxy holders for the purpose of voting for a substitute nominee.  Set forth
below is  information  with respect to the nominees and the other members of the
Boards of Directors. If not otherwise indicated, the principal occupation listed
for any  individual  has been the same for at least  five  years.  THE BOARDS OF
DIRECTORS RECOMMENDS A VOTE "FOR" BOTH OF THE NOMINEES LISTED BELOW.            

NOMINEES FOR ELECTION FOR TERMS TO EXPIRE IN 1999.                              

------------------  Robert L. Koch II, 57, President and Chief Executive Officer
                         of  George  Koch  Sons,  Inc.,   Evansville,   Indiana,
                         manufacturers   of  industrial   painting  systems  and
[PHOTO OF]               distributors of heating and air conditioning equipment.
                         He is a director of CNB Bancshares,  Inc. of Evansville
                         and Bindley Western  Industries,  Inc. of Indianapolis,
                       Indiana. He has been a director of SIGECO since 1986.
------------------                                                              
Robert L. Koch II                                                               

------------------- Jerry A. Lamb, 61,  Chairman of the Board of American  Sheet
                         Extrusion     Corporation,     Evansville,     Indiana,
                         manufacturers of plastic molded products.  He is also a
[PHOTO OF]               director of CNB Bancshares, Inc., of Evansville. He has
       been a director of SIGECO since 1993.

------------------                                                              
Jerry A. Lamb                                                                   

CURRENT DIRECTORS WHOSE TERMS EXPIRE IN 1997                                    

------------------  Ronald  G.  Reherman,  60,  Chairman,  President  and  Chief
                         Executive   Officer  of  SIGCORP  since  January  1996;
                         Chairman,  President  and Chief  Executive  Officer  of
[PHOTO OF]               SIGECO since April 1991;  President and Chief Executive
                         Officer  of  SIGECO  1990-1991;   President  and  Chief
                         Operating Officer of SIGECO  1988-1990;  Executive Vice
                         President and General Manager of SIGECO  1985-1988.  He
------------------       is also a  director  of  Ohio  Valley  Electric  Corp.,
Ronald G. Reherman       Indiana-Kentucky    Electric   Corp.,   National   City
                         Bancshares and the National City Bank of Evansville. He
                         has been a director  of SIGECO  since  1985.  ---------

5 

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------------------  Donald E. Smith, 69,  President and Chief Executive  Officer
                         of First Financial  Corporation,  Terre Haute, Indiana;
                         Chairman,   President,  Chief  Executive  Officer,  and
[PHOTO OF]               director  of Terre  Haute First  National  Bank,  Terre
                         Haute,  Indiana;  President and director of Terre Haute
                         Oil Corp.,  President and director of Princeton  Mining
                         Co.  Inc.,  President  and  director  of Deep Vein Coal
------------------       Company,  and  President  and director of R.J. Oil Co.,
Donald E. Smith          all  of  Terre  Haute,   Indiana;  and  a  director  of
                         Blackhawk Coal  Corporation.  He has been a director of
SIGECO since 1964.            

------------------  James S. Vinson, 54,  President  and Professor of Physics at
                         the  University of Evansville  in  Evansville,  Indiana
                         since 1987.  Vice  President  of  Academic  Affairs and
[PHOTO OF]               Professor  of  Physics  at  Trinity  University  at San
                         Antonio,  Texas  1983-1987.  He has been a director  of
SIGECO since 1989.            

------------------                                                              
James S. Vinson                                                                 

CURRENT DIRECTORS WHOSE TERMS EXPIRE IN 1998                                    

------------------  Donald A. Rausch,  65, Chairman of the Board,  President and
                         Chief Executive Officer 1990-1995, of UF Bancorp, Inc.,
                         Evansville,   Indiana;   Chairman   of  the  Board  and
[PHOTO OF]               President,  from  1985-1995,  of Union Federal  Savings
                         Bank, Evansville, Indiana. He is also a director of The
                         Citizens  National  Bank of  Evansville.  He has been a
director of SIGECO since 1982.
------------------                                                              
Donald A. Rausch                                                                

------------------  Richard W.  Shymanski,  59,  Chairman  of  the  Board  since
                         January,   1995,  and  President  from  1983-1995,   of
                         Harding, Shymanski & Company, Professional Corporation,
[PHOTO OF]               Certified Public Accountants,  Evansville,  Indiana. He
           has been a director of SIGECO since 1989.

------------------                                                              
Richard W. Shymanski                                                            

------------------  Norman P.  Wagner,  71,  Chairman  of the  Board  of  SIGECO
                         1990-1991;  Chairman  and Chief  Executive  Officer  of
                         SIGECO   1988-1990;   Chairman,   President  and  Chief
[PHOTO OF]               Executive Officer 1986-1988.  He has been a director of
                         SIGECO since 1978. He currently serves as an officer of
                         Southern Indiana Properties,  Inc. and Southern Indiana
                         Minerals,   Inc.,   both  of  which  are   wholly-owned
------------------       subsidiaries of SIGCORP.                               
Norman P. Wagner                                                                

6 

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                  

     Melvin H. Dodson,  who retired as a director on December 31, 1995,  is sole
owner of Dodson Engineering Inc. which firm in 1995 performed certain consulting
and  operational  services  relative  to gas  storage  fields and oil  producing
properties for SIGECO,  and is expected to perform such services in 1996. During
1995, the cost of such services was $231,376 which SIGECO  believes to be a fair
and reasonable price for the services rendered.                                 

COMMITTEES AND COMPENSATION OF THE BOARDS OF DIRECTORS                          

     The  committees  of each of the SIGCORP and SIGECO Boards are the Executive
Committee,  the Audit Committee and the Compensation  Committee.  As to SIGCORP,
these  committees  were first formed in 1996.  The members of the committees are
the same individuals for both SIGCORP and SIGECO.                               

     The Executive Committees act on behalf of the Board of Directors of SIGCORP
or SIGECO, as applicable,  when the respective Boards are not in session, except
on those  matters  which  require  action  of the  full  Boards.  The  Executive
Committee  of SIGECO  met 13 times in 1995.  The  Executive  Committees  meet as
required.  The members of the SIGCORP and SIGECO Executive Committees are Ronald
G.  Reherman  (Chairman),  Jerry A. Lamb,  Donald E. Smith,  James S. Vinson and
Norman P. Wagner.                                                               

     The Audit  Committees  of SIGCORP  and SIGECO meet at least twice each year
with the  independent  auditors  and  internal  auditing  staff to review  audit
procedures  and  recommendations  for  improvements  in internal  controls.  The
members of the  SIGCORP  and  SIGECO  audit  committees  are:  Donald A.  Rausch
(Chairman),  Robert L. Koch II, Richard W.  Shymanski and Norman P. Wagner.  The
SIGECO Audit Committee met twice in 1995.                                       

     The  Compensation  Committees of SIGCORP and SIGECO advise and recommend to
the Board of  Directors  the  salaries  to be paid to the  Chairman of the Board
(when also serving as an employee),  the Chief Executive Officer, the President,
the Chief Operating  Officer,  and the Chief Financial Officer of the respective
companies.  The Compensation Committee of SIGECO also administers that company's
Corporate  Performance  Plan and 1994  Stock  Option  Plan.  The  members of the
Compensation Committees are Robert L. Koch II (Chairman), Jerry A. Lamb, Richard
W. Shymanski, Donald E. Smith and James S. Vinson. The Compensation Committee of
SIGECO met three times in 1995.                                                 

     The Board of Directors of SIGCORP had two meetings in 1995 and the Board of
Directors of SIGECO had 17 meetings in 1995. No director attended fewer than 75%
of the  Board of  Directors  meetings  or the  aggregate  of such  meetings  and
meetings of the committees of the Boards of which he is a member.               

     During  1995,  each  director  who was not an employee of SIGECO or SIGCORP
received $12,000 plus $600 for each SIGECO meeting  attended.  Each director who
was not an  employee  of SIGECO  or  SIGCORP  was paid  $600 for each  Committee
meeting  attended.  Directors are reimbursed for ordinary  expenses  incurred in
performance of their duties.                                                    

     Beginning  January 1, 1996,  since each director serves on both SIGCORP and
SIGECO Boards and on the same committees of each board, the yearly retainer will
apply to service on both boards and  separate  meeting fees will only be paid if
the  meeting of the SIGCORP or SIGECO  Board,  as the case may be, or one of the
Committees   thereof,  is  not  held  in  conjunction  with  a  meeting  of  the
corresponding  Board or  committee.  It is expected  that the usual  practice of
SIGCORP and SIGECO will be that meetings of the SIGCORP and SIGECO  boards,  and
the corresponding committees,  will be held in conjunction with each other and a
single meeting fee will be paid to each Director for each set of meetings.      

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SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS                          

      The following  table shows the  beneficial  ownership,  as of December 31,
1995, of SIGCORP Common Stock, by each director,  the Chief  Executive  Officer,
and each of the other executive  officers named in the Compensation  Table found
under "Executive Compensation" below. Also shown is the total ownership for such
persons and other  executive  officers as a group. No member of the group is the
beneficial owner of any of SIGECO's Preferred Stock.                            

                                                        [Enlarge/Download Table]


                                                              AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP(2)      
                                                        --------------------------------------------------------
NAME OF BENEFICIAL OWNER(1)                               DIRECT      INDIRECT         TOTAL    PERCENT OF CLASS
------------------------                                  ------      --------         -----    ----------------
                                                                                                                
Robert L. Koch II......................................    1,777            --          1,777          0.01     
Jerry A. Lamb..........................................      500            --            500            --     
Donald A. Rausch.......................................    5,400            --          5,400          0.03     
Ronald G. Reherman.....................................    6,603           373          6,976          0.04     
Richard W. Shymanski...................................    1,041         3,732          4,773          0.03     
Donald E. Smith(3) ....................................   12,225           979         13,204          0.08     
James S. Vinson........................................      153            --            153            --     
Norman P. Wagner.......................................    3,741        14,652         18,393          0.12     
Andrew E. Goebel.......................................    3,947            --          3,947          0.03     
J. Gordon Hurst........................................    1,296            --          1,296          0.01     
Ronald G. Jochum.......................................      175            --            175            --     
Jay W. Picking.........................................       --           200            200            --     
All of the above and other executive                                                                            
  officers as a group (14).............................                                57,705          0.37     


------------------------                                                        
(1)  Beneficial  ownership  includes  those shares over which an individual  has
     sole or shared voting,  or investment  powers,  such as shares in which the
     spouse,  minor children or other relatives  living in the home of the named
     person have a beneficial  interest,  and shares held in SIGCORP's  Dividend
Reinvestment Plan and other trust accounts.                           
(2)  Includes  shares held jointly or in other  capacities,  as to which in some
     cases beneficial ownership is disclaimed. Does not include shares which the
     named individual has the right to acquire under the 1994 Stock Option Plan.
See Table 3 for the number of shares that can currently be acquired.  
(3)  Donald E. Smith is a director and  President of Princeton  Mining  Company,
     which owns 240,124  shares of Common Stock;  director and President of R.J.
     Oil and  Refining  Co.,  Inc.,  which owns 86,221  shares of Common  Stock;
     director of Blackhawk Coal Corporation, which owns 125,733 shares of Common
     Stock; Chairman,  CEO, President and director of Terre Haute First National
     Bank,  which holds 27,796 shares of Common Stock as trustee;  and President
     and  director of Terre Haute Oil  Corporation,  which owns 2,133  shares of
     Common Stock. The aggregate  number of such shares  represents 3.06 percent
of Common Stock outstanding.                                          

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EXECUTIVE COMPENSATION                                                          

     General.  The following three tables set forth  compensation paid by SIGECO
to each of the  executive  officers of SIGECO  during the past three years whose
total cash compensation for the calendar year 1995 exceeded $100,000. The tables
include a Summary Compensation Table (Table 1); a table showing Option Grants in
Last Fiscal Year (Table 2), and a table showing  Aggregate  Option  Exercises in
Last Fiscal Year and Fiscal Year-End Option Values (Table 3).                   

                                                        [Enlarge/Download Table]

                                     TABLE 1                                                                  

                           Summary Compensation Table                                                         

              (a)                             (b)          (c)             (d)          (e)           (f)     
                                                                                     LONG TERM                
                                                                                   COMPENSATION               
                                                                                      AWARDS:                 
                                                                                      SHARES                  
                                                                                    UNDERLYING                
                                                   ANNUAL COMPENSATION              OPTIONS(2)     ALL OTHER  
                                           --------------------------------------                             
NAME AND PRINCIPAL POSITION AT SIGECO        YEAR        SALARY         BONUS(1)        (#)      COMPENSATION 
---------------------------                  -----      ---------       ---------  ------------  -------------
                                                                                                              
Ronald G. Reherman                           1995         315,833         60,000         None          None   
Chairman of the Board,                       1994         295,833         42,000       65,157          None   
President and Chief Executive Officer        1993         275,250         25,720         None      1,700(3)   

Andrew E. Goebel                             1995         166,333         32,000         None          None   
Senior Vice President,                       1994         158,333         30,400       26,064          None   
Chief Financial Officer, Secretary           1993         150,542         21,750         None          None   

and Treasurer                                                                                                 
J. Gordon Hurst                              1995         153,917         29,200         None          None   
Senior Vice President and                    1994         143,917         27,200       23,784          None   
General Manager of Operations                1993         133,708         18,750         None          None   

Ronald G. Jochum                             1995         113,958         11,000        3,755          None   
Vice President and Director                  1994         104,583          3,982         None                 
of Power Production                          1993          26,154          4,376         None          None   

Jay W. Picking                               1995          92,350          8,950        3,040          None   
Vice President and Director                  1994          88,771         12,900        3,240          None   
of Gas Operations                            1993          85,000          8,120         None          None   

---------------------------                                                     
(1)  These amounts are cash awards under the Corporate Performance Plan based on
     performance  for the prior  plan  year as  described  in the  report of the
Compensation Committee below.                                         
(2)  See "Compensation  Committee Report on Executive Compensation" beginning on
     page 12, and the  information  provided in Tables 2 and 3, for a discussion
     of the 1994 Stock Option Plan  applicable  to certain  officers,  staff and
managers of SIGCORP.                                                  
(3)  Amounts listed represent  directors fees.  Pursuant to a Board of Directors
     policy  adopted in 1991,  directors  fees to employee  directors  have been
phased out over a three year period ending February 28, 1993.         
(4)  Mr. Jochum was first employed by SIGECO in September 1993.                 

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 TABLE 2
 OPTION GRANTS IN LAST FISCAL YEAR

                                                        [Enlarge/Download Table]

                                                INDIVIDUAL GRANTS                                              
 --------------------------------------------------------------------------------------------------------------
                        NUMBER OF     % OF TOTAL                POTENTIAL REALIZABLE                           
                    SHARES UNDERLYING   OPTIONS       EXERCISE                            VALUE AT ASSUMED     
                         OPTIONS      GRANTED TO       OR BASE                          ANNUAL RATES OF STOCK  
                       GRANTED(1)    EMPLOYEES IN     PRICE(2)       EXPIRATION          PRICE APPRECIATION    
      NAME                 (#)        FISCAL YEAR    (PER SHARE)        DATE               FOR OPTION TERM     
      -----          --------------  ------------     ---------      -----------     --------------------------
                                                                                         5%(3)       10%(3)    
                                                                                      -----------  ----------- 
                                                                                                               
R.G. Reherman                --              --             --               --                --           -- 
A.E. Goebel                  --              --             --               --                --           -- 
J.G. Hurst                   --              --             --               --                --           -- 
R.G. Jochum               3,755           10.36        30.6250        7/14/2005            62,883      159,359 
J.W. Picking              3,040            8.39        30.6250        7/14/2005            58,549      148,377 

----------                                                                      

(1)  For Messrs.  Jochum and  Picking,  options  vest one year after the date of
grant (July 14, 1995).                                                
(2)  Equal to market price on grant date.                                       
(3)  These values are not a prediction of what SIGECO  believes the market value
     of its common stock will be in the next 10 years.  They are merely  assumed
values required to be calculated in accordance with SEC Rules.        

                                                        [Enlarge/Download Table]

                                   TABLE 3                                                                      
               AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR                                                  
                      AND FISCAL YEAR-END OPTION VALUES                                                         

                                                                    NUMBER OF                                   
                                                                   SECURITIES                                   
                           SHARES          UNDERLYING               VALUE OF                                    
                          ACQUIRED         UNEXERCISED             UNEXERCISED                                  
                             ON               VALUE                OPTIONS AT                IN-THE-MONEY       
                          EXERCISE         REALIZED(1)              YEAR-END             OPTIONS AT YEAR-END2   
 YEAR         NAME           (#)               ($)                     (#)                        ($)           
 -----        -----     ------------      ------------             -----------           --------------------   
                                                            EXERCISABLE/UNEXERCISABLE  EXERCISABLE/UNEXERCISABLE
                                                                                                                
1995    R.G. Reherman         0                 0                 21,719/43,438             154,747/309,495     
1995    A.E. Goebel           0                 0                 8,688/17,376              61,901/123,803      
1995    J.G. Hurst            0                 0                 7,928/15,856      -       56,486/112,973      
1995    R.G. Jochum           0                 0                  3,982/3,755               28,371/15,489      
1995    J.W. Picking          0                 0                  3,240/3,040               23,085/12,540      

----------                                                                      
(1)  Market  value  of  underlying  securities  at time of  exercise  minus  the
exercise price.                                                       
(2)  Market value of  underlying  securities  at fiscal  year-end  (December 31,
1995) of $34.75  per share  minus the  exercise  price.               

     CHANGE  OF  CONTROL  AGREEMENTS.  In order to  insure  SIGCORP  and  SIGECO
continuity of management  and  operations in the event of a change of control of
SIGCORP or SIGECO, agreements have been entered into between SIGCORP, SIGECO and
Messrs.  Reherman,  Goebel, Hurst and Jochum. The agreements provide that in the
event of a change of  control  of  SIGCORP  or  SIGECO,  the salary of the named
officers  will  continue  for the  lesser of a period of three  years,  or until
retirement age, at their existing compensation levels (unless a lesser amount is
the maximum  amount  deductible by SIGCORP for United States  Federal income tax
purposes, in which case the continued salary would be at such lesser amount).   

     RETIREMENT   PLANS.   All  officers   participate  in  SIGECO's   trusteed,
non-contributory tax qualified Pension Plan for Salaried Employees (the "Pension
Plan").  Retirement  income,  as defined  in the  Pension  Plan,  is based on an
employee's  average monthly  earnings  during the highest paid five  consecutive
years in the Pension Plan of the employee's final 10 years of continuous service
prior to retirement or other  termination of employment and is calculated in two
increments:  1.42  percent of such  average  monthly  earnings  for each year of
accredited service or part thereof up to a maximum of 30 years; plus .69 percent
of such average  monthly  earnings for each year of  accredited  service or part
thereof in excess of 30 years to a maximum of 10 years.  Amounts  payable  under
the Pension Plan are not subject to social security or other offset.            

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     The years of service in the Pension Plan credited to officers  named in the
compensation table above are R.G.  Reherman-32  years, 6 months:  A.E. Goebel-23
years, 1 month;  J.G.  Hurst-25 years;  R.G.  Jochum-1 year, 3 months;  and J.W.
Picking-9 years, 11 months.                                                     

     The following  table  illustrates the estimated  retirement  income payable
under the Pension Plan, based on the specific  remuneration  levels and years of
service classification shown.                                                   

                                                        [Enlarge/Download Table]

                                          Pension Plan                                             

                                                          YEARS OF SERVICE                         
                                -------------------------------------------------------------------
   COVERED                                                                                         
REMUNERATION                       15             20             25            30             35   
-------------                   ---------      ---------      ---------     ---------      --------
                                                                                                   
   $100,000....................  $21,300        $28,400        $35,500       $42,600        $46,050
    125,000....................   26,630         35,500         44,380        53,250         57,560
    150,000* and above.........   31,950         42,600          5,250        63,900         69,100

------------                                                                    
*  As of January 1, 1996,  the OMNIBUS Budget  Reconciliation  Act of 1993 (OBRA
   `93)  limited  annual  compensation  to  $150,000  for  purposes  of  pension
calculations under tax qualified pension plans.                           

     SIGECO has a non-qualified  Supplemental Retirement Plan (the "Supplemental
Plan")  covering  certain  senior  officers  of  SIGECO  who  qualify  under the
applicable length of service and other eligibility  provisions.  It is presently
anticipated  that Mr.  Goebel and Mr. Hurst will qualify for benefits  under the
Supplemental  Plan. The Supplemental  Plan provides for supplemental  retirement
income to be paid such  that,  when  combined  with  benefits  receivable  under
SIGECO's  Pension  Plan,  total  retirement  benefits  paid  will be equal to 50
percent of the  average of the senior  officer's  final  three years base salary
excluding  bonuses.  In the case of death,  survivor  benefits  are  payable  to
surviving spouses, if any, at an actuarially  adjusted level, SIGECO has entered
into an agreement  with Mr.  Reherman that is similar to the  Supplemental  Plan
except  that the  retirement  income  paid is equal to 70 percent of his highest
annualized  salary as Chief  Executive  Officer of SIGECO.  SIGECO has purchased
life insurance on the participants  sufficient in amount to fund actuarially all
of SIGECO's future liabilities under the Supplemental Plan and the Agreement.   

     DEATH  BENEFITS  PLAN.  SIGECO  has a  Supplemental  Post-Retirement  Death
Benefits  Plan for  officers  and other  senior  executives  to provide  retired
participants  with the equivalent of 25-35 percent of the  pre-retirement  group
life  insurance  benefit  under  SIGECO's  group  insurance  plan  for  salaried
employees.  SIGECO has  purchased  insurance  on the lives of the  participants,
which is projected to allow SIGECO to recover the entire cost of this plan.     

     STOCK OPTION  PLAN.  The 1994 Stock Option Plan was adopted by the Board of
Directors at its meeting held December 21, 1993, and by SIGECO's shareholders at
their  meeting held March 22,  1994.  Pursuant to the  exchange  whereby  SIGECO
common   stockholders   become   stockholders   of  SIGCORP,   SIGECO's   common
stockholders,  by agreeing to the exchange,  also agreed to the amendment of the
1994 Stock Option Plan to provide for the issuance of SIGCORP  shares.  The 1994
Stock  Option  Plan  authorizes  the  granting  of options to  officers  and key
employees of SIGCORP and its  subsidiaries  to purchase up to 500,000  shares of
SIGCORP  Common  Stock.  Options  granted  under the 1994 Stock  Option Plan may
constitute  incentive  stock  options  (within the meaning of Section 422 of the
Internal  Revenue Code of 1986,  as amended (the "Code") or  nonqualified  stock
options  (collectively,  "Options").  See  Tables 2 and 3 for  details of action
taken during 1995  pursuant to the 1994 Stock  Option Plan.  To date, a total of
189,894 options have been granted.                                              

 COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

     SIGECO's  Executive  Compensation  Program is administered and monitored by
the Compensation Committee of the Board of Directors. The Compensation Committee
is composed entirely of independent,  nonemployee directors. The main objectives
of the program are to:                                                          

o  attract and retain an outstanding management team,               
o  motivate and reward outstanding performance results, and         
      o  focus attention on plans,  goals and initiatives which enhance value to
shareholders and to the customers of SIGECO.                  

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     In order to achieve these objectives,  the executive  compensation  program
consists of three elements: a base salary plan, an annual corporate  performance
incentive  plan and a  long-term  stock  option  plan.  The key  elements of the
compensation  package for  executive  officers are  addressed in greater  detail
below.                                                                          

     BASE SALARY PLAN.  The  Compensation  Committee  determines the annual base
salaries for SIGECO's  mandatory  officers and the salary ranges for all officer
positions. The determination of officer salaries and salary ranges is based upon
competitive  norms  (averages)  for similar  positions in reasonably  comparable
electric  and  combination  utility  companies.  SIGECO  retains an  independent
consultant to provide such information to the Compensation Committee.           

     Adjustments  to  actual  base  salaries  take  into  consideration  two key
variables:  1) the performance of the officer, and 2) the level of actual salary
compared with the midpoint of the  applicable  salary range,  where  midpoint is
defined as the competitive salary norm for the position. In general, individuals
whose performance is deemed fully competent over several years would be expected
to achieve a base salary at the midpoint level.                                 

     CORPORATE  PERFORMANCE  INCENTIVE  PLAN. The annual  Corporate  Performance
Incentive Plan (the  "Performance  Plan") provides for the payment of additional
compensation contingent upon the achievement of certain specific shareholder and
customer  related  goals.   Approximately  25  officers  and  senior  management
personnel  participate in the Performance  Plan.  Goal  achievement is primarily
judged  on a  comparison  with the  results  of ten  similar  companies  in five
critical  results areas as set forth in the table on page 14. In addition,  plan
participants are also judged on their  achievement of specific  individual goals
which are developed in support of corporate  objectives.  These individual goals
are often, but not  exclusively,  related to the  implementation  of initiatives
contained in SIGECO's long-term strategic plan.                                 

     The  Performance  Plan  design is  reviewed  annually  by the  Compensation
Committee.  Based on corporate  and  individual  performance  results,  the Plan
provides the following award opportunities:  20-30% of base salary for the Chief
Executive Officer; 10-30% of the base salary for the senior vice presidents; and
5-25% for all other participants.                                               

     SIGECO retains an  independent  consultant to assist in the process of goal
formulation and to provide an independent  assessment of goal achievement to the
Compensation  Committee  at the end of each  Performance  Plan year.  The annual
awards paid under the  Performance  Plan for years 1993, 1994 and 1995 are shown
in column (d) of the Summary  Compensation  Table (Table 1) for the  individuals
named therein.                                                                  

     LONG-TERM STOCK OPTION PLAN. As indicated above, the 1994 Stock Option Plan
was  approved  by the  Company's  stockholders  during  1994.  Approximately  25
officers  and  senior  management  personnel  of the  Company  are  eligible  to
participate in the plan. On July 14, 1995, the  Compensation  Committee  granted
stock options to certain plan participants.  None of the options granted in 1995
are exercisable prior to July 14, 1996.                                         

     The stock  option  awards for  executive  officers  along  with  additional
details are included in Tables 2 and 3.                                         

     DISCUSSION  OF CEO PAY.  Consistent  with  overall  executive  compensation
program  philosophy,  the  Compensation  Committee  structured  the CEO's  total
compensation during 1995 based on the overall performance of SIGECO, competitive
pay levels for CEO's in the utility industry,  and a multi-year plan for the CEO
to achieve a base  salary  level at or about the  established  midpoint  for the
position.                                                                       

     During  1995,  the  Compensation   Committee  took  the  following  actions
regarding the CEO:                                                              

          1.  Increased  base salary to $320,000 per year.  This  represented an
     increase of 6.7% and signaled completion of a three-year plan which brought
the CEO's base salary to its 1995 competitive norm.                   

          2.  Provided a cash  incentive  of $60,000  based on results  achieved
under the Corporate Performance Incentive Plan for the plan year 1994.

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     During the  Performance  Plan year 1994,  SIGECO's  performance as measured
against its ten company comparison group resulted in the following:             

      --------------------------------------------------------------------------
Key Performance Index                      Objective   SIGECO Rating
      --------------------------------------------------------------------------
     Total 5 Year Shareholder Return            Highest     8th best (highest)
      --------------------------------------------------------------------------
     Market to Book Ratio                       Highest     8th best (highest)
      --------------------------------------------------------------------------
    Electric Revenue per Kwh                   Lowest      3rd best (lowest)
      --------------------------------------------------------------------------
    Gas Revenue per Mcf                        Lowest      2nd best (lowest)
      --------------------------------------------------------------------------
3 Year Average Annual Growth of Net                                 
Operating Expense per Customer             Lowest      Best (lowest)
      --------------------------------------------------------------------------

     Under the Performance  Plan formula,  these  performance  ratings earned an
incentive award of 20% of base salary for the CEO.                              

Compensation Committee                                        

R.L. Koch II, Chairman       D.E. Smith           

J.A. Lamb                    J.S. Vinson          

R.W. Shymanski                                    

PERFORMANCE COMPARISONS                                                         

     As  required  by the SEC,  set forth  below is a line graph  comparing  the
yearly  change in the  cumulative  total  shareholder  return on SIGCORP  Common
Stock,  assuming  reinvestment  of all dividends,  against the cumulative  total
return of the S&P Composite 500 Stock Index and the S&P  Utilities  Index,  over
the past five years.                                                            

                                       CUMULATIVE TOTAL RETURN
                                 ---------------------------------------------
                                 12/90   12/91   12/92   12/93   12/94   12/95
                                 -----   -----   -----   -----   -----   -----

SOUTHERN IND GAS & ELEC CO   SIG    100     143     151     158     131     181 

S & P 500                   1500    100     130     140     155     157     215 

S & P UTILITIES             IUTL    100     115     124     142     131     185 

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION                     

     Under   applicable   SEC  Rules,   there  were  no  interlocks  or  insider
participation on the Compensation Committee during 1995.                        

     ITEM 2 - APPROVAL OF MERGER OF SIGECO'S WHOLLY-OWNED GAS UTILITY SUBSIDIARY
INTO SIGECO (To be voted on by holders of SIGECO voting stock only)             

     SIGECO's wholly-owned gas utility subsidiary,  Lincoln Natural Gas Company,
Inc.  ("Lincoln"),  presently  operates a natural gas  distribution  business in
Spencer  County,  Indiana.  Lincoln's  service area is contiguous to the service
area of SIGECO.  The Directors of SIGECO have  recommended  to the  stockholders
that  Lincoln  merge into                                                       

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SIGECO so that  Lincoln  can be  operated  as a part of SIGECO  rather than as a
separate  subsidiary.  This will  permit  efficiencies  to be  achieved  in rate
making, gas supply and other areas. Although the transaction is termed a merger,
it simply means that Lincoln  will be  collapsed  into SIGECO.  There will be no
increase or decrease in the  consolidated  assets of SIGECO and no effect on the
equity or rights of the stockholders as a result of the transaction.            

     Under  Indiana  law,  the  approval  of  the  Indiana  Utility   Regulatory
Commission  ("IURC")  is required  before two public  utility  companies  can be
merged.  Under the regulations of the IURC,  approval of such a transaction will
not be given unless the  stockholders  of both companies have  previously  given
their approval. Since both SIGECO and Lincoln are public utilities under Indiana
law,  these  requirements  apply here.  No  exceptions  are made with respect to
wholly-owned  subsidiaries.  SIGECO as sole common  stockholder of Lincoln,  has
approved the transaction but SIGECO's  preferred  stockholders also have a right
to vote on the matter even though, financially and otherwise, there is no effect
on them as  stockholders of SIGECO.  The  affirmative  vote of the holders of at
least  a  majority  of the  shares  eligible  to vote  at the  meeting,  without
distinction as to class, is required for such approval.  SIGCORP, as sole holder
of the common stock of SIGECO, will vote for the approval of the merger.        

 THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL
 OF THE MERGER BY THE PREFERRED STOCKHOLDERS OF SIGECO

 ITEM 3. RATIFICATION OF APPOINTMENT OF AUDITORS

     It is intended that,  unless otherwise  specified by the SIGCORP and SIGECO
stockholders entitled to vote, votes will be cast pursuant to the proxies hereby
solicited  in favor of the  ratification  of the  appointment  by the  Boards of
Directors of Arthur  Andersen LLP as independent  auditors of SIGCORP and SIGECO
for the year  1996.  The  Arthur  Andersen  firm has  acted  for  SIGECO in this
capacity  since  1918.  SIGECO is advised  that  neither the firm nor any of its
partners has any financial interest in or any connection with SIGCORP and SIGECO
except in the capacity of auditors. A representative of Arthur Andersen LLP will
attend the joint annual  meeting and will be  available to answer any  questions
and may make a statement if he so desires.  THE BOARDS OF DIRECTORS RECOMMENDS A
VOTE "FOR" RATIFICATION OF THE APPOINTMENT OF AUDITORS.                         

 SHAREHOLDER PROPOSALS

     Proposals by  shareholders  to be  presented at the next annual  meeting of
shareholders of SIGCORP and SIGECO  currently  scheduled to be held on April 22,
1997 must be  received  by SIGCORP  or SIGECO,  as the case may be, on or before
November 4, 1996 for inclusion in the Proxy Statement relating to that meeting. 

     OTHER BUSINESS. The Joint Annual Meeting is being held for the purposes set
forth in the  Notice  which  accompanies  this  Proxy  Statement.  The Boards of
Directors  of SIGCORP and SIGECO know of no  business  to be  transacted  at the
meeting  other than the  election of  directors,  the  approval of the merger of
Lincoln  into  SIGECO  and the  ratification  of the  appointment  of  auditors.
However,  if any other business should properly be presented to the Joint Annual
Meeting,  the proxies will be voted in respect  thereof in  accordance  with the
judgment of the person or persons voting the proxies.                           

       SIGCORP, INC.
and   
                                   SOUTHERN INDIANA GAS AND ELECTRIC COMPANY

                              By Order of the Boards of Directors,

      A.E. Goebel,
   Secretary

Evansville, Indiana                                                             
Date: March 5, 1996                                                             

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘PRE 14A’ Filing	Date	First	Last	Other Filings

	4/22/97	16		DEF 14A
	11/4/96	16
	7/20/96	6
	7/14/96	14
For Period End:	4/23/96	2	5	DEF 14A
	3/5/96	2	16
Filed on:	2/27/96
	2/23/96	6
	1/1/96	6	13
	12/31/95	6	12	10-K405, U-3A-2
	7/14/95	12	14
	3/22/94	13
	12/21/93	13
	2/28/93	11
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Filing Submission 0000930413-96-000050 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Sigcorp Inc – ‘PRE 14A’ for 4/23/96

As of: Tuesday, 2/27/96 · For: 4/23/96 · Accession #: 930413-96-50 · File #: 1-11603

Preliminary Proxy Solicitation Material — Schedule 14AFiling Table of Contents

PRE 14A — Preliminary Proxy StatementDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

PRE 14A — Preliminary Proxy Statement
Document Table of Contents