-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, FIbEtLYXo7OMthZ3CEVPlIC955NlEAdqtT18Qd4hOEZMPOTZgNf/1AQfxqcb3sRf 4cBtoSkkqy8tCt7luCTmlw== 0000899652-95-000033.txt : 19950612 0000899652-95-000033.hdr.sgml : 19950612 ACCESSION NUMBER: 0000899652-95-000033 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950609 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CINERGY CORP CENTRAL INDEX KEY: 0000899652 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 311385023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-1/A SEC ACT: 1935 Act SEC FILE NUMBER: 070-08607 FILM NUMBER: 95546240 BUSINESS ADDRESS: STREET 1: 139 E FOURTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5133812000 MAIL ADDRESS: STREET 1: 139 E FOURTH STREET CITY: CINCINATI STATE: OH ZIP: 45202 U-1/A 1 AMENDMENT NO. 2 TO FORM U-1 File No. 70-8607 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM U-1 DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 -------------------------------------------- The Cincinnati Gas & The Union Light, Heat Electric Company and Power Company 139 East Fourth Street 139 East Fourth Street Cincinnati, Ohio 45202 Cincinnati, Ohio 45202 (Name of company or companies filing this statement and address of principal executive offices) -------------------------------------------------------- CINergy Corp. (Name of top registered holding company parent) ----------------------------------------------- William L. Sheafer CINergy Corp. 139 East Fourth Street Cincinnati, Ohio 45202 (Name and address of agent for service) The Commission is requested to send copies of all notices, orders and communications in connection with this Declaration to: Ms. Cheryl M. Foley James R. Lance Vice President, General Counsel Manager - Corporate Finance and Corporate Secretary CINergy Corp. CINergy Corp. 139 East Fourth Street 139 East Fourth Street Cincinnati, Ohio 45202 Cincinnati, Ohio 45202 Item 2. Fees. ----- Estimated expenses of Union Light in connection with the proposed issuance of the Securities total $220,000 and are set forth under the appropriate item of Union Light's Registration Statement under the Securities Act of 1933 (Registration Statement No. 33-58965) (filed as Exhibit C-2 with Amendment No. 1 to this Declaration). Item 5. Procedure. ---------- The Declarants, having completed the record with respect to Union Light, hereby respectfully request that the Commission enter as soon as possible an appropriate order permitting this Declaration to become effective with respect to Union Light. Item 6. Exhibits and Financial Statements. ---------------------------------- (a) Exhibits: D-4 Copy of Order of the Kentucky Public Service Commission (Case No. 95-091). F-2 Preliminary Opinion of counsel for Union Light. S I G N A T U R E Pursuant to the requirements of the Public Utility Holding Company Act of 1935, as amended, the undersigned company has duly caused this document to be signed on its behalf by the undersigned thereunto duly authorized. THE CINCINNATI GAS & ELECTRIC COMPANY By: /S/ William L. Sheafer -------------------------- William L. Sheafer Treasurer THE UNION LIGHT, HEAT AND POWER COMPANY By: /S/ William L. Sheafer -------------------------- William L. Sheafer Treasurer Dated: June 9, 1995 EX-99.D.2 2 COPY OF ORDER OF THE KENTUCKY PUBLIC SERVICE COMMISSION FOR UNION LIGHT EXHIBIT D-4 COMMONWEALTH OF KENTUCKY BEFORE THE PUBLIC SERVICE COMMISSION In the Matter of: APPLICATION OF THE UNION LIGHT, HEAT ) AND POWER COMPANY FOR ORDER AUTHORIZING) ISSUE AND SALE OF UP TO $55,000,000 ) CASE NO. 95-091 PRINCIPAL AMOUNT OF FIRST MORTGAGE ) BONDS OR UNSECURED DEBT O R D E R --------- On March 10, 1995, The Union bight, Heat and Power Company ("ULH&P") filed its application for authority to issue and sell long-term debt in the form of First Mortgage Bonds ("New Bonds") or unsecured notes in one or more transactions from time to time through March 31, 1997, the aggregate principal amount of which together shall not exceed $55,000,000. The interest rate applicable to securities issued with a maturity of 10 years or less would not exceed by more than 150 basis points the yield to maturity on United States Treasury Notes of comparable maturity at the time of pricing. The interest rate applicable to securities issued with a maturity of more than 10 years would not exceed by more than 200 basis points the yield to maturity on United States Treasury Bonds of comparable maturity at the time of pricing. The proceeds from the sale of the securities would be used to redeem ULH&P's $15,000,000 First Mortgage Bonds 10-1/4 percent series due June 1, 2020, to redeem ULH&P's $15,000,000 First Mortgage Bonds 10-1/4 percent series due November 15, 2020, to redeem ULH&P's $20,000,000 First Mortgage Bonds 9.7 percent series due July 1, 2019, and for other general corporate purposes. The Commission, having considered the evidence of record and being otherwise sufficiently advised, finds that the issuance and sale by ULH&P of up to $55,000,000 in First Mortgage Bonds and unsecured notes are for lawful objects within its corporate purposes, are necessary and appropriate for and consistent with the proper performance of its service to the public, and are reasonably necessary and appropriate for such purposes, and should, therefore, be approved. IT IS THEREFORE ORDERED that: 1. ULH&P be and it hereby is authorized to issue and sell up to $55,000,000 of its First Mortgage Bonds or unsecured notes in one or more transactions through March 31, 1997. The securities will be sold on a negotiated basis with one or more underwriters or agents or through a competitive bidding process. 2. ULH&P shall agree only to such terms and prices that are consistent with said parameters as set out in its application. 3. ULH&P shall, within 30 days after the issuance of the securities referred to herein, file with the Commission a statement setting forth the date or dates of issuance of the securities authorized herein, the price paid, the interest rate, the purchasers, and all fees and expenses, including underwriting discounts or commission or other compensation, involved in the issuance and distribution and the use of the proceeds. 4. The proceeds from the transactions authorized herein shall be used only for the lawful purposes set out in the application. Nothing contained herein shall be construed as a finding of value for any purpose or as a warranty on the part of the Commonwealth of Kentucky or any agency thereof as to the securities authorized herein. Done at Frankfort, Kentucky, this 2nd day of June, 1995. By the Commission ATTEST: /s/ Don Mills - ------------------ Executive Director EX-99.F.2 3 PRELIMINARY OPINION OF COUNSEL FOR UNION LIGHT EXHIBIT F-2 Taft, Stettinius & Hollister 1800 Star Bank Center 425 Walnut Street Cincinnati, Ohio 45202-3957 June 8, 1995 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Dear Sirs: Reference is made to the Form U-1 Declaration, as amended (the Declaration ), of The Cincinnati Gas & Electric Company ( CG&E ) and The Union Light, Heat and Power Company ( Union Light ) in File No. 70-8607, originally filed with the Commission on March 31, 1995. In the Declaration, CG&E requests authorization to issue and sell within certain parameters, from time to time through March 31, 1996, an aggregate principal amount not to exceed $500 million of a combination of senior unsecured indebtedness and junior unsecured indebtedness. In addition, Union Light requests authorization in the Declaration to issue and sell within certain parameters, from time to time through March 31, 1997, an aggregate principal amount not to exceed $55 million of unsecured indebtedness ( Union Debentures ). We have acted as counsel to Union Light in connection with the transactions contemplated in the Declaration and are of the opinion that: (1) Union Light is a corporation duly organized and validly existing under the laws of the Commonwealth of Kentucky. (2) In the event that the proposed transactions shall have been duly authorized by all necessary corporate action on the part of Union Light and are consummated in accordance with the Declaration and the order of the Commission to be issued with respect thereto: (a) insofar as the participation by Union Light in the proposed transactions is concerned, all laws of the Commonwealth of Kentucky applicable thereto will have been complied with; (b) the Union Debentures will be valid and binding obligations of Union Light in accordance with the terms thereof; and (c) the consummation by Union Light of the transactions contemplated in the Declaration to be consummated by it will not violate the legal rights of the holders of any securities issued by Union Light or any associate company thereof. Our consent is hereby given to the filing of this opinion as an exhibit to the Declaration. Very truly yours, TAFT, STETTINIUS & HOLLISTER /s/ Taft, Stettinius & Hollister -----END PRIVACY-ENHANCED MESSAGE-----