0001193125-14-050841.txt : 20140213 0001193125-14-050841.hdr.sgml : 20140213 20140213152459 ACCESSION NUMBER: 0001193125-14-050841 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140213 DATE AS OF CHANGE: 20140213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VECTREN CORP CENTRAL INDEX KEY: 0001096385 STANDARD INDUSTRIAL CLASSIFICATION: GAS & OTHER SERVICES COMBINED [4932] IRS NUMBER: 352086905 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80493 FILM NUMBER: 14605547 BUSINESS ADDRESS: STREET 1: ONE VECTREN SQUARE CITY: EVANSVILLE STATE: IN ZIP: 47708 BUSINESS PHONE: 8124914000 MAIL ADDRESS: STREET 1: ONE VECTREN SQUARE CITY: EVANSVILLE STATE: IN ZIP: 47708 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TD ASSET MANAGEMENT INC CENTRAL INDEX KEY: 0001056053 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 55 KING ST WEST 7TH FL P O BOX 3TD CENT STREET 2: P O BOX 3 TD CENTER TORONTO ONTARIO CITY: TORONTO STATE: A6 ZIP: 00000 MAIL ADDRESS: STREET 1: P O BOX 3 TD CENTER 7TH FLOOR STREET 2: 55 KING ST W TORONTO DOMINION CENTRE CITY: TORONTO STATE: A6 ZIP: 00000 SC 13G/A 1 d675459dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Vectren Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

92240G101

(CUSIP Number)

December 31st, 2013

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 92240G101   13G  

 

  1.   

Name of Reporting Person:

 

TD Asset Management Inc.

  2.  

Check the Appropriate Box if a Member of a Group

 

(a)  ¨        (b)  ¨

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization:

 

Canada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5.    

Sole Voting Power:

 

2,000

   6.   

Shared Voting Power:

 

0

   7.   

Sole Dispositive Power:

 

2,000

   8.   

Shared Dispositive Power:

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

2,000

10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

¨

11.  

Percent of Class Represented by Amount in Row (9):

 

0.002 %

12.  

Type of Reporting Person (See Instructions):

 

CO

 

 

Page 2

CUSIP No. 92240G101   13G  

 

  1.   

Name of Reporting Person:

 

TDAM USA Inc.

  2.  

Check the Appropriate Box if a Member of a Group

 

(a)  ¨        (b)  ¨

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization:

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5.    

Sole Voting Power:

 

11,000

   6.   

Shared Voting Power:

 

0

   7.   

Sole Dispositive Power:

 

11,000

   8.   

Shared Dispositive Power:

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

11,000

10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

¨

11.  

Percent of Class Represented by Amount in Row (9):

 

0.01%

12.  

Type of Reporting Person (See Instructions):

 

CO

 

 

Page 3

CUSIP No. 92240G101   13G  

 

  1.   

Name of Reporting Person:

 

Epoch Investment Partners, Inc.

  2.  

Check the Appropriate Box if a Member of a Group

 

(a)  ¨        (b)  ¨

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization:

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5.    

Sole Voting Power:

 

2,192,673

   6.   

Shared Voting Power:

 

0

   7.   

Sole Dispositive Power:

 

2,192,673

   8.   

Shared Dispositive Power:

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

2,192,673

10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

¨

11.  

Percent of Class Represented by Amount in Row (9):

 

2.66 %

12.  

Type of Reporting Person (See Instructions):

 

CO

 

 

Page 4

This Amendment No. 1 (this “Amendment”) to the Statement on Schedule 13G, filed by TD Asset Management Inc. on July 19th, 2013 (the “Statement”), amends and supplements such Statement with respect to the Common Stock (as defined below) of the Issuer (as defined below).

 

Item 1. (a).      Name of Issuer

Vectren Corporation (the “Issuer”)

 

  (b). Address of Issuer’s Principal Executive Offices:

211 NW Riverside Drive, Evansville, IN 47708-1251, United States

 

Item 2(a). Name of Person Filing

 

Item 2(b). Address of Principal Business Office

 

Item 2(c). Citizenship

(i) TD Asset Management Inc. (“TDAM”)

Canada Trust Tower, BCE Place, 161 Bay Street, 35th Floor, Toronto, Ontario, M5J 2T2

Citizenship: Canada

(ii) TDAM USA Inc. (“TDAM USA”)

Canada Trust Tower, BCE Place, 161 Bay Street, 35th Floor, Toronto, Ontario, M5J 2T2

Citizenship: Delaware

(ii) Epoch Investment Partners, Inc. (“Epoch”)

399 Park Avenue, New York, New York 10022

Citizenship: Delaware

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” The Reporting Persons are wholly-owned subsidiaries of TD Bank Financial Group. The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended (the “Act”), the beneficial owner of the shares reported herein.

 

Item 2(d). Title of Class of Securities:

Common Stock

 

Item 2(e). CUSIP Number: 92240G101

 

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

This Item 3 is not applicable.

 

Page 5

Item 4. Ownership.

 

  (a) Amount beneficially owned:

TDAM individually beneficially owns 2,000 shares of Common Stock.

TDAM-USA individually beneficially owns 11,000 shares of Common Stock.

Epoch individually beneficially owns 2,192,673 shares of Common Stock.

Collectively, the Reporting Persons beneficially own 2,205,673 shares of Common Stock.

 

  (b) Percent of class:

The ownership percentages set forth below are based on 82,361,000 shares of the Issuer’s Common Stock outstanding as of December 31st, 2013.

TDAM may be deemed to beneficially own approximately 0.002 % of the outstanding shares of Common Stock.

TDAM-USA may be deemed the beneficial owner of approximately less than 0.01% of the shares of Common Stock outstanding.

Epoch may be deemed the beneficial owner of approximately 2.66 % of the shares of Common Stock outstanding.

Collectively, the Reporting Persons may be deemed the beneficial owner of approximately 2.68 % of the outstanding shares of Common Stock.

 

  (c) Number of Shares as to which the Reporting Person has:

TDAM:

 

  (i) Sole power to vote or to direct the vote:

2,000

 

  (ii) Shared power to vote or to direct the vote:

0

 

  (iii) Sole power to dispose or to direct the disposition of:

2,000

 

  (iv) Shared power to dispose or to direct the disposition of:

0

TDAM-USA:

 

  (i) Sole power to vote or to direct the vote:

11,000

 

  (ii) Shared power to vote or to direct the vote:

0

 

  (iii) Sole power to dispose or to direct the disposition of:

11,000

 

  (iv) Shared power to dispose or to direct the disposition of:

0

 

Page 6

Epoch:

 

  (i) Sole power to vote or to direct the vote:

2,192,673

 

  (ii) Shared power to vote or to direct the vote:

0

 

  (iii) Sole power to dispose or to direct the disposition of:

2,192,673

 

  (iv) Shared power to dispose or to direct the disposition of:

0

 

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:    ¨

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

This Item 6 is not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

This Item 7 is not applicable.

 

Item 8. Identification and Classification of Members of the Group.

The filing of this statement should not be construed to be an admission that the Reporting Persons are members of a “group” for the purposes of Sections 13(d) and 13(g) of the Act or the rules thereunder.

 

Item 9. Notice of Dissolution of Group.

This Item 9 is not applicable.

 

Item 10. Certification.

Each of the Reporting Persons hereby makes the following certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Page 7

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 10th, 2014

 

TD ASSET MANAGEMENT INC.
By:   /s/ ‘Barbara Callbeck’
Name:   Barbara Callbeck
Title:   Managing Director
TDAM USA INC.
By:   /s/ ‘Michael Thorfinnson’
Name:   Michael Thorfinnson

Title:

   Chief Administrative Officer & Chief Risk Officer
EPOCH INVESTMENT PARTNERS, INC.
By:   /s/ ‘David A. Barnett’
Name:   David A. Barnett
Title:   Managing Attorney & Chief Compliance Officer

 

Page 8

EXHIBIT LIST

 

Exhibit 99.1    Joint Filing Agreement, dated February 10th, 2014, among the Reporting Persons (filed herewith).

 

Page 9

EX-99.1 2 d675459dex991.htm EX-99.1 EX-99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of common stock, of Vectren Corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: February 10th, 2014

 

TD ASSET MANAGEMENT INC.
By:   /s/ ‘Barbara Callbeck’
Name:   Barbara Callbeck
Title:   Managing Director
TDAM USA INC.
By:   /s/ ‘Michael Thorfinnson’
Name:   Michael Thorfinnson
Title:   Chief Administrative Officer & Chief Risk Officer
EPOCH INVESTMENT PARTNERS, INC.
By:   /s/ ‘David A. Barnett’
Name:   David A. Barnett
Title:   Managing Attorney & Chief Compliance Officer

 

Page 10