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VECTREN CORPORATION
(Name Of Registrant As Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
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March 22, 2002
To: Vectren Corporation Shareholders
Re: April 24, 2002 Annual Shareholders Meeting
Dear Shareholders:
On March 15, 2002, we mailed to you the Annual Report, Notice of Annual
Meeting, Proxy Statement and Proxy Card relating to our Annual Shareholders
Meeting to be held on April 24, 2002. Among the items to be acted upon at the
meeting is the ratification of the Audit committee's February 27, 2002
appointment of Arthur Andersen, LLP ("Andersen") as the Company's independent
public accountants for 2002. As we indicated in our Proxy Statement, when
Andersen was appointed the Audit committee reserved the authority to later
select a different firm if the committee concluded that would be in the best
interests of the Company and our shareholders.
Since February 27, 2002, and the finalization and mailing of our annual
shareholders meeting materials, there have been significant developments
regarding Andersen and its past relationship with Enron Corporation. Since the
inception of the public reporting of these developments, the Audit committee and
the entire board of directors, as well as management, have continuously
monitored this situation. In light of all these developments, management
recommended to the Audit committee that Andersen be replaced as the independent
accountants, with the expectation that this would occur upon the completion of
Andersen's efforts with respect to the review of the financial results for the
first quarter of 2002. On March 22, 2002, the Audit committee met and
unanimously decided to replace Andersen and directed management to immediately
begin the process of contacting potential replacement firms. The selection of
the replacement firm will be made by the Audit committee and will be
communicated publicly after that occurs.
In addition, we are notifying the Securities and Exchange Commission
("SEC") of this decision, including that there have been no disagreements with
Andersen on any matter of accounting principles or practices, disclosure, or
auditing scope. Also, there have been no events that are reportable under the
SEC's rules. Finally, for the last two fiscal years Andersen's reports on our
financial statements did not contain an adverse or disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope, or accounting
principles.
In light of the Audit committee's decision to replace Andersen, Item 2
of the action items on your Proxy Card is now moot. Accordingly, that item will
not be acted upon at our Annual Meeting and you need not vote on Item 2 when
completing and returning your Proxy Card.
On behalf of our board of directors, management and employees, we
sincerely appreciate your continued support.
Respectfully,
/s/ Niel C. Ellerbrook
Niel C. Ellerbrook
Chairman and Chief Executive Officer
Press Release
Vectren Corporation to Replace Arthur Andersen as Independent Accountants
EVANSVILLE, Ind., March 22 -- Today, the audit committee of the Board of
Directors of Vectren Corporation (NYSE: VVC) decided to replace Arthur Andersen,
LLP as the company's independent public accountants upon selection of another
firm. The audit committee has initiated the process for identifying and
selecting a replacement firm. Pending that selection, the company expects to
continue to use Andersen on a transitional basis, which will likely extend
through the conclusion of the review of the financial results for the first
quarter of 2002.
On February 27, 2002, the audit committee selected Andersen as the independent
accountants for the company and its subsidiaries for 2002. That decision was
subject to ratification by the company's shareholders at the April 24, 2002,
annual meeting of shareholders. When making that decision, the audit committee
retained the authority to later replace Andersen if the committee concluded that
action was in the best interest of the company and its shareholders. Since that
time there have been a number of developments regarding Andersen and its former
relationship with Enron Corporation and, based upon an assessment of those
developments, management recommended to the audit committee that the February
27, 2002 decision to select Andersen be reconsidered. At a meeting held today,
the audit committee unanimously decided to replace Andersen. The company is also
advising its shareholders and the Securities and Exchange Commission that the
ratification of Andersen will not be acted upon at the annual shareholders
meeting.
Vectren Corporation (NYSE: VVC) is an energy and applied technology holding
company headquartered in Evansville, Indiana. Vectren's energy delivery
subsidiaries provide gas and/or electricity to nearly one million customers in
adjoining service territories that cover nearly two-thirds of Indiana and west
central Ohio. Vectren's non-regulated subsidiaries and affiliates currently
offer energy-related products and services to customers throughout the
surrounding region. These include gas marketing and related services; coal
production and sales; utility infrastructure services; and broadband
communication services. To learn more about Vectren, visit www.vectren.com.