Item 12.      Securities Ownership of Certain Beneficial Owners and Management

The  Company  has one  class of  capital  stock  outstanding,  consisting  as of
November 30, 1999, of 29,804,590  shares of Common Stock without par value.  The
number  of  shares  contained  in  this  report  reflects  adjustments  for  the
four-for-three stock split, which was approved by the board of directors on July
31,  1998,  and  became  effective  on  October  2,  1998.  The  holders  of the
outstanding  shares of Common Stock are entitled to one vote for each share held
of record on each matter presented to a vote of the shareholders.

In  connection  with the  Company's  acquisition  of  Richmond  Gas  Corporation
("Richmond") and Terre Haute Gas Corporation  ("Terre Haute"),  shares of Common
Stock of the Company  were issued to certain  members of the Anton  Hulman,  Jr.
family, certain corporations  controlled by them, certain trusts established for
their benefit and certain other persons with personal or business  relationships
with the family  (collectively,  the "Hulman Interests").  At November 30, 1999,
the Hulman Interests  beneficially owned an aggregate of 3,615,603 shares of the
Company,  which  comprised  12.13  percent of the Company's  outstanding  Common
Stock.  At November 30, 1999, the following  beneficial  owners held more than 5
percent of the outstanding Common Stock of the Company, the only class of voting
securities outstanding:

                                                              Nature of
 Title of     Name and Address of        Number of Shares   Beneficial   Percent
   Class       Beneficial Owner        Beneficially Owned   Ownership   of Class
--------------------------------------------------------------------------------
  Common        Hulman & Company            2,113,247        Voting &     7.09%
               900 Wabash Avenue                            Investment
           Terre Haute, Indiana 47807



As a result of the  attribution  to certain  persons of shares  held by Hulman &
Company, the following persons are deemed to be beneficial owners of more than 5
percent of the outstanding Common Stock of the Company:




<PAGE>



  Title of           Name of             Number of Shares       Percent of
    Class        Beneficial Owner       Beneficially Owned         Class
 ----------      ----------------       ------------------      --------
   Common         Mari H. George            2,691,469              9.03%
   Common        Anton H. George            2,415,603              8.11%
   Common      Katherine M. George          2,122,133              7.12%
   Common        Laura L. George            2,415,603              8.11%
   Common        Nancy L. George            2,123,184              7.12%
   Common      M. Josephine George          2,119,193              7.11%



The number of shares  held  beneficially  by Mari H.  George,  Anton H.  George,
Katherine  M.  George,  Nancy L. George and M.  Josephine  George each  includes
2,113,247  shares  held by Hulman & Company as to which  each,  as a director of
Hulman & Company,  may be deemed to share voting power and investment power. The
number of shares  held  beneficially  by Mari H. George and Anton H. George each
includes   289,864   shares  held  by   Rose-Hulman   Institute  of   Technology
("Rose-Hulman")  as to which  Anton H.  George,  as a member  of the  Investment
Management  Committee of the Board of Trustees of  Rose-Hulman,  and as to which
Mari H.  George,  as a member of the Board of  Trustees,  may be deemed to share
voting power and investment  power,  and as to which each  disclaims  beneficial
ownership. Laura L. George is the wife of Anton H. George, and the shares listed
for her are those  beneficially  owned by Mr. George.  Laura L. George disclaims
beneficial  ownership  of  all  such  shares.  The  information  furnished  here
regarding beneficial ownership is derived from the Schedule 13D, as amended most
recently on June 29, 1994, filed by the Hulman Interests with the Securities and
Exchange Commission,  and Forms 3, 4 and 5 filed through September 30, 1999. The
filing of the Schedule 13D by the Hulman  Interests did not affirm the existence
of a "group" within the meaning of Section  13(d)(3) of the Securities  Exchange
Act of 1934 or the regulations promulgated under it.

The  following  table  sets  forth the  number of shares of Common  Stock of the
Company  beneficially owned by the directors,  the chief executive officer,  the
five  additional  named  executive  officers,  and all  directors  and executive
officers as a group,  as of September 30, 1999.  Except as otherwise  indicated,
each individual has sole voting and investment  power with respect to the shares
listed below.




<PAGE>



    Name of Individuals or Identity of Group       Shares Owned Beneficially (1)
    ----------------------------------------       -----------------------------
       ANTHONY E. ARD                                      27,229  (2)(3)
       Indianapolis, Indiana
       PAUL T. BAKER                                       48,471  (2)
       Indianapolis, Indiana
       CARL L. CHAPMAN                                     21,054  (2)(4)
       Indianapolis, Indiana
       NIEL C. ELLERBROOK                                  49,021  (2)(5)
       Indianapolis, Indiana
       L. A. FERGER                                       137,529  (2)(7)
       Indianapolis, Indiana
       ANTON H. GEORGE                                  2,415,603  (1)(6)
       Indianapolis, Indiana
       TIMOTHY M. HEWITT                                   17,161  (2)(3)(4)
       Indianapolis, Indiana
       DON E. MARSH                                         9,287  (6)
       Indianapolis, Indiana
       WILLIAM G. MAYS                                      1,395  (6)
       Indianapolis, Indiana
       J. TIMOTHY MCGINLEY                                  2,311  (6)
       Indianapolis, Indiana
       RICHARD P. RECHTER                                  11,676  (3)(6)
       Bloomington, Indiana
       JAMES C. SHOOK                                      57,488  (6)(8)
       Lafayette, Indiana
       JEAN L. WOJTOWICZ                                    2,472  (6)
       Indianapolis, Indiana
       JOHN E. WORTHEN                                      1,574  (6)
       Muncie, Indiana
       All directors and executive officers             2,802,271  (1)
       as a group (14 persons)


(1)  Except  for  Anton H.  George,  no  director  or  executive  officer  owned
     beneficially  as of  September  30,  1999,  more than .46 percent of Common
     Stock  of the  Company.  Excluding  Anton  H.  George,  all  directors  and
     executive  officers  owned  beneficially  an aggregate of 386,668 shares or
     1.30  percent of Common Stock of the Company  outstanding  as of that date.
     The  beneficial  ownership by Anton H. George of  2,415,603  shares or 8.11
     percent  of Common  Stock of the  Company  is  discussed  above in  "Voting
     Securities".

(2)  Includes shares awarded to Messrs. Ard, Baker, Chapman, Ellerbrook,  Ferger
     and Hewitt under the Company  Executive  Restricted  Stock Plan,  which are
     subject to certain transferability restrictions and forfeiture provisions.

(3)  Some or all of the shares  owned by Messrs.  Ard,  Hewitt and  Rechter  are
     owned jointly with their wives.

(4)  As of May 1, 1998,  when he returned to Investments  on a full-time  basis,
     Mr. Chapman resumed his status as a named executive officer of Company.

(5)  Includes  1,170  shares held by Mr.  Ellerbrook's  wife,  and he  disclaims
     beneficial interest therein.

(6)  Includes  shares  granted  to  non-employee  directors  under  the  Company
     Directors  Restricted  Stock  Plan,  some of which  shares  are  subject to
     certain transferability restrictions and forfeiture provisions.

(7)  Includes 77,571 shares held in a family limited  partnership,  in which Mr.
     Ferger is a general  partner and owns limited  partnership  interests.  Mr.
     Ferger shares voting and investment power over these shares with his wife.

(8)  Includes 2,000 shares held by Mr. Shook's wife, and he disclaims beneficial
     interest therein.

MERGER AND RELATED MATTERS

At the time the merger  agreement among SIGCORP,  Indiana Energy and Vectren was
executed,  Indiana Energy and SIGCORP entered into cross option agreements.  See
Item 7 - Other Operating  Matters for more  information  about this merger.  The
first,  entitled  "SIGCORP  Inc.  Stock  Option  Agreement"  grants an option to
Indiana Energy to purchase  4,702,483 SIGCORP common shares.  The SIGCORP Option
Agreement provides for an exercise price of $29.70 per SIGCORP common share. The
second,  entitled "Indiana Energy, Inc. Stock Option Agreement" grants an option
to SIGCORP to purchase  5,927,524  Indiana  Energy  common  shares.  The Indiana
Energy  Option  Agreement  provides for an exercise  price of $22.27 per Indiana
Energy common share.  Neither Indiana Energy nor SIGCORP paid any  consideration
in connection with the Option  agreements other than the execution of the merger
agreement.

The Indiana  Energy  Option and the SIGCORP  Option may be exercised at any time
after the merger agreement becomes  terminable as a result of a "Trigger Event."
A Trigger Event is:

     1)   a material  breach of any material  representation  or warranty or any
          covenant or agreement under the merger agreement: or,

     2)   any one of the following,

      the expiration of the merger agreement,

          o    receipt  by a  party  of a  competing  bid  which  the  board  of
               directors of that party determines must, in the exercise of their
               fiduciary duties, be accepted,

          o    failure to obtain shareholder approval of the merger:  withdrawal
               or modification of the recommendation of the Indiana Energy board
               or the SIGCORP board that the shareholders approve the merger,

          o    the  acquisition  by a third party of more than 25% of the voting
               power of Indiana Energy or SIGCORP: or

          o    failure to approve  replacement  executive officers of Vectren if
               the officers  contemplated by the merger  agreement are unable or
               unwilling to serve, provided that in each case, Indiana Energy or
               SIGCORP fails to reject a third party tender or exchange offer.

Upon  exercise of the  SIGCORP or the  Indiana  Energy  Option,  the  exercising
company  would  own up to 16.6% of the  outstanding  common  shares of the other
company.

The Indiana Energy and SIGCORP Option terminate upon the earliest of

     the effective time of the merger;

     the  termination  of the merger  agreement for reasons other than a Trigger
     Event; or

          o    180 days following the  termination of the merger  agreement upon
               or during the  continuance  of a Trigger  Event (or if the option
               cannot be exercised at the end of the 180 day period due to legal
               action,  until ten business days after the impediment is removed,
               but in no event later than June 11, 2002).