OMB APPROVAL OMB NUMBER 3235-0145 EXPIRES: OCTOBER 31, 1994 ESTIMATED AVERAGE BURDEN HOURS PER RESPONSE........ 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No._______)* Southern Indiana Gas & Electric Company - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title Of Class of Securities) 843163106 ------------------------------ (CUSIP Number) Check the following box if a fee is being paid with this statement [X]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *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 the disclosures provided in a prior cover page. The information required in 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. 843163106 13GPAGE 2 OF 9 PAGES 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Merrill Lynch & Co., Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing (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 None 6 SHARED VOTING POWER 823,066 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 823,066 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 823,066 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.2% 12 TYPE OF REPORTING PERSON* HC, CO *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP NO. 843163106 13G PAGE 3 OF 9 PAGES 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Merrill Lynch, Pierce, Fenner & Smith Incorporated 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing (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 None 6 SHARED VOTING POWER 823,066 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 823,066 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 823,066 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.2% 12 TYPE OF REPORTING PERSON* BD, CO *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP NO. 843163106 13G PAGE 4 OF 9 PAGES 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Defined Asset Funds, Equity Income Fund Fourteenth Utility Common Stock Series 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing (a) [_] (b) [_] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER None 6 SHARED VOTING POWER 822,933 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 822,933 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 822,933 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.2% 12 TYPE OF REPORTING PERSON* IV *SEE INSTRUCTION BEFORE FILLING OUT! SCHEDULE 13G Item 1 (a) Name of Issuer: --------------- Southern Indiana Gas & Electric Company Item 1 (b) Address of Issuer's Principal Executive Offices: ------------------------------------------------ 20 N.W. 4th Street Evansville, Indiana 47741 Item 2 (a) Names of Persons Filing: ----------------------- Merrill Lynch & Co., Inc. Merrill Lynch, Pierce, Fenner, & Smith Incorporated Defined Asset Funds, Equity Income Fund Fourteenth Utility Common Stock Series (Unit Investment Trust) Item 2 (b) Address of Principal Business Office, or, if None, Residence: ------------------------------------------------------------ Merrill Lynch & Co., Inc. World Financial Center, North Tower 250 Vesey Street New York, New York 10281 Merrill Lynch, Pierce, Fenner & Smith Incorporated World Financial Center, North Tower 250 Vesey Street New York, New York 10281 Defined Asset Funds, Equity Income Fund Fourteenth Utility Common Stock Series 800 Scudders Mill Road Plainsboro, new jersey 08536 Item 2 (c) Citizenship: ----------- See Item 4 of Cover Pages Page 5 of 9 Pages Item 2 (d) Title of Class of Securities: ---------------------------- Common Stock Item 2 (e) CUSIP Number: ------------ 843163106 Item 3 Merrill Lynch & Co., Inc. ("ML&Co.") is a parent holding company, in accordance with (S) 240.13d-1(b)(1)(ii)(G). Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") is a broker-dealer registered under Section 15 of the Securities Exchange Act of 1934 (the "Act"). Defined Asset Funds, Equity Income Fund Fourteenth Utility Common Stock Series (the "Fund") is an investment company registered under Section 8 of the Investment Company Act of 1940. Item 4 Ownership --------- (a) Amount Beneficially Owned: See Item 9 of Cover Pages. Pursuant to (S) 240.13d-4, ML & Co., MLPF&S and the Fund (the "Reporting Persons") disclaim beneficial ownership of the securities of Southern Indiana Gas & Electric Company (the "Company") referred to herein, and the filing of this Schedule 13G shall not be construed as an admission that the Reporting Companies are, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities of the Company covered by this statement. (b) Percent of Class: See Item 11 of Cover Pages (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: See Item 5 of Cover Pages (ii) shared power to vote or to direct the vote: See Item 6 of Cover Pages Page 6 of 9 Pages (iii) sole power to dispose or to direct the disposition of: See Item 7 of Cover Pages (iv) shared power to dispose or to direct the disposition of: See Item 8 of Cover Pages Item 5 Ownership of Five Percent or Less of a Class. -------------------------------------------- Not Applicable Item 6 Ownership of More than Five Percent on Behalf of Another Person. --------------------------------------------------------------- MLPF&S is a sponsor of various unit investment trusts ("UITs") which invest in "equity securities" as defined in (S) 240.13d-1(d). The UITs have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein. The Fund, a reporting person on this Schedule 13G for which MLPF&S is a sponsor, has an interest that relates to more than 5% of the class of securities reported herein. No other person has an interest that relates to more than 5% of the class of securities reported herein. Item 7 Identification and Classification of the Subsidiary Which --------------------------------------------------------- Acquired the Security Being Reported on by the Parent Holding ------------------------------------------------------------- Company. ------- See Exhibit A Item 8 Identification and Classification of Members of the Group. --------------------------------------------------------- Not Applicable Item 9 Notice of Dissolution of Group. ------------------------------- Not Applicable Item 10 Certification. ------------- By signing below each of the undersigned certifies that, to the best of their knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Page 7 of 9 Pages Signature. - --------- After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February , 1994 Merrill Lynch & Co., Inc. /s/ David L. Dick --------------------------- Name: David L. Dick Title: Assistant Secretary Merrill Lynch, Pierce, Fenner & Smith Incorporated /s/ David L. Dick --------------------------- Name: David L. Dick Title: Attorney-in-Fact* Defined Asset Funds, Equity Income Fund Fourteenth Utility Common Stock Series By: Merrill Lynch, Pierce,Fenner & Smith Incorporated as agent for the Sponsors /s/ David L. Dick --------------------------- Name: David L. Dick Title: Attorney-in-Fact* ________________ * Signed pursuant to a power of attorney, dated February 10, 1994, included as Exhibit B to this Schedule 13G . Page 8 of 9 Pages EXHIBIT A TO SCHEDULE 13G ------------------------- ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES ----------------------------------------- One of the persons filing this report, Merrill Lynch & Co., Inc., a Delaware corporation with its principal place of business at World Financial Center, North Tower, 250 Vesey Street, New York, New York ("ML&Co."), is a parent holding company pursuant to (S) 240.13d-1(b)(1)(ii)(G). The relevant subsidiary of ML&Co. is Merrill Lynch, Pierce, Fenner & Smith Incorporated, a Delaware corporation with is principal place of business at World Financial Center, North Tower, 250 Vesey Street, New York, New York ("MLPF&S"). MLPF&S is a wholly-owned subsidiary of ML&Co. and a broker-dealer registered under Section 15 of the Securities Exchange Act of 1934 (the "Act"). MLPF&S may be deemed the beneficial owner of 5.2% of the securities of Southern Indiana Gas & Electric Company as a result of its acting as a sponsor of one or more unit investment trusts ("UITs"). One such UIT, the Defined Assets Funds, Equity Income Fund Fourteenth Utility Common Stock Series, owns more than 5% of the class of securities reported herein. Pursuant to (S) 240.13d-4, ML&Co., MLPF&S and the Fund disclaim beneficial ownership of the securities of the Company, and the filing of this Schedule 13G shall not be construed as an admission that any such entity is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities of the Company, other than, in the case of ML & Co. and MLPF&S, securities of the Company. Page 9 of 9 Pages