-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Sem8RB3iKzR7P8q+W8ycJklqe37rl3bNDkUI8HpxCU04UstlWSoQfAuXpGxQzAiJ 2pz1CbSvFzTBfK/hJ6dZlg== 0000899652-96-000151.txt : 19960928 0000899652-96-000151.hdr.sgml : 19960928 ACCESSION NUMBER: 0000899652-96-000151 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960820 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: 070-08717 FILM NUMBER: 96618139 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. 70-08717 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 --------------------------------------------- Cinergy Corp. The Cincinnati Gas & 139 East Fourth Street Electric Company Cincinnati, Ohio 45202 139 East Fourth Street 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: Jerome A. Vennemann James R. Lance Associate General Counsel Manager - Corporate Finance and Cinergy Corp. Financial Risk Management 139 East Fourth Street Cinergy Corp. Cincinnati Ohio 45202 139 East Fourth Street Cincinnati, Ohio 45202 The Application-Declaration in this proceeding previously submitted to this Commission is hereby amended as set forth below. 1. The phrase "prior to June 30, 1996" in the first sentence of the first paragraph under Item 1 ("Description of Proposed Transactions - Transaction Overview") is changed to read "prior to November 30, 1996". 2. The text under Item 2 ("Fees, Commissions and Expenses") is restated in its entirety to read as follows: The fees, commissions and expenses to be incurred, directly or indirectly, by CG&E or any associate company thereof in connection with the proposed transaction are estimated as follows: U-1 filing fee . . . . . . . . . . . . . $ 2,000 Miscellaneous out-of-pocket expenses . . 10,000 Fees of Cinergy Services, Inc. . . . . . 20,000 ------- Total $32,000 ======= 3. The following exhibits are filed herewith: D Copy of Order of The Public Utilities Commission of Ohio (Case No. 95-948-GE-AIS). F Opinion of counsel. 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 companies have duly caused this document to be signed on their behalf by the undersigned thereunto duly authorized. CINERGY CORP. By: /s/ William L. Sheafer William L. Sheafer Treasurer THE CINCINNATI GAS & ELECTRIC COMPANY By: /s/ William L. Sheafer William L. Sheafer Treasurer Dated: August 20, 1996 EX-99.D 2 EXHIBIT D EXHIBIT D BEFORE THE PUBLIC UTILITIES COMMISSION OF OHIO In the Matter of the Application of ) The Cincinnati Gas and Electric ) Company for Authority to Sell and ) Case No. 95-948-GE-AIS Leaseback Certain Equipment at the ) Woodsdale Generating Station. ) FINDING AND ORDER The Commission finds: (1) Applicant, an Ohio corporation, is a public utility as defined in Section 4905.02, Revised Code, and is subject to the jurisdiction of this Commission. (2) This Application, as amended (hereinafter called the "Application"), is filed under the provisions of Sections 4905.40 and 4905.41, Revised Code. (3) Applicant proposes to enter into a transaction, prior to November 30, 1996, involving the sale and leaseback of certain equipment of Unit Nos. 1 and 7 at its Woodsdale Generating Station (the "Equipment") for an amount not to exceed $40 million, pursuant to a lease agreement (the "Lease") as described in the Application and Exhibits. (4) To effectuate the transaction, Applicant will sell the Equipment to BNY Leasing Corporation (the "Lessor") and simultaneously with the sale of the Equipment, Applicant will lease the Equipment back from the Lessor pursuant to the Lease, as described in the Application and Exhibits. (5) The initial term of the Lease will not be more than 10 years (the "Basic Lease Term"). At the end of the Basic Lease Term, Applicant will have the option to (a) renew the Lease; (b) purchase the Equipment, or (c) terminate the Lease. (6) Applicant's rental payments during the Basic Lease Term will consist of interest only and will be based on an annual lease interest factor, as described in the Application and Exhibits. (7) The proceeds from the sale of the Equipment will be used for the redemption of Applicant's outstanding first mortgage bonds, repayment of short-term debt and for other general corporate purposes, all pursuant to Section 4905.40, Revised Code. (8) The proposed guidelines and parameters set forth in the Application and Exhibits are intended to facilitate Applicant to effectuate the Lease on the best terms possible and at lowest cost. The authorization to enter into the Lease based on the parameters in no way relieves Applicant of its obligation to negotiate and obtain the best terms available. (9) The aggregate amount of the Lease, the probable cost, and other terms thereof, within the parameters set forth in the Application and Exhibits, to be determined under the arms' length negotiation between Applicant and the Lessor, do not appear to be unjust or unreasonable. (10) The effect on Applicant's revenue requirements resulting from the Lease will be reflected in the determination of required revenue in rate proceedings in which all factors affecting rates are taken into account according to law. In any event, Applicant states that the future revenue requirement associated with the sale and leaseback of certain equipment of Unit Nos. 1 and 7 will be no greater than if these transactions had never occurred. (11) Based on the information contained in the Application, the Exhibits thereto and other documentary information to which the Commission has access, the purposes to which the proceeds from the sale of the Equipment shall be applied appear to be reasonably required by Applicant to meet its present and prospective obligations to provide utility service and the Commission is satisfied that consent and authority should be granted. It is, therefore, ORDERED, That The Cincinnati Gas & Electric Company is authorized to enter into a transaction with BNY Leasing Corporation, prior to November 30, 1996, involving the sale and leaseback of certain equipment of Unit Nos. 1 and 7 at its Woodsdale Generating Station for an amount not to exceed $40 million, consistent with terms and conditions as set forth in the Application and Exhibits. It is, further, ORDERED, That Applicant shall apply the proceeds from the Lease for the purposes set forth in this Order and otherwise pursuant to the provisions of Section 4905.40, Revised Code. It is, further, ORDERED, That Applicant shall file a written report with this Commission, as promptly as possible after the Lease authorized by this Order is consummated. It is, further, ORDERED, That the Applicant shall account for the Lease as prescribed in the Federal Energy Regulatory Commission Uniform System of Accounts as currently in effect. It is, further, ORDERED, That the authorization granted by this Order shall not be construed as limiting the Commission's determination of the appropriateness of these transactions for future rate making treatment. It is, further, ORDERED, That nothing in this Order shall be construed to imply any guaranty or obligation by the Commission to assure completion of any specific construction project of the Application. It is, further, ORDERED, That nothing in this Order shall be deemed to be binding upon this Commission in any future proceeding or investigation involving the justness or reasonableness of any rate, charge, rule or regulation. It is, further, ORDERED, That nothing in this Order shall be construed to imply any guaranty or obligation as to the Lease or the associated rental payments on the part of the State of Ohio. It is, further, ORDERED, That a copy of this Order be served upon all parties of record. THE PUBLIC UTILITIES COMMISSION OF OHIO /s/Craig A. Glazer, Chairman _____________________________ Craig A. Glazer, Chairman /s/Jolynn Barry Butler /s/Richard M. Fanelly ______________________ _____________________ Jolynn Barry Butler Richard M. Fanelly /s/David W. Johnson _____________________ _____________________ Ronda Hartman Fergus David W. Johnson Entered in the Journal August 1, 1996 _______________ A True Copy /s/Gary E. Vigorito ___________________ Gary E. Vigorito Secretary EX-99.F 3 EXHIBIT F EXHIBIT F August 20, 1996 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Dear Sirs: I am Associate General Counsel of Cinergy Corp., a Delaware corporation and registered holding company ("Cinergy"), and am furnishing this opinion as an exhibit to Amendment No. 2 to the Declaration on Form U-1, as amended, in File No. 70-8717 of Cinergy and its public utility subsidiary, The Cincinnati Gas & Electric Company, an Ohio corporation ("CG&E"). The Declaration was filed with the Commission on October 12, 1995; Amendment No. 1 was filed on November 17, 1995; Amendment No. 2 is being filed concurrently herewith. In the Declaration as amended, Cinergy and CG&E request authorization for CG&E to sell, prior to November 30, 1996, for a price expected not to exceed $40 million, certain electric utility equipment at Units Nos. 1 and 7 of CG&E's Woodsdale Generating Station located in southwestern Ohio, including gas combustion turbines and related equipment such as transformers, boilers and water pumps (collectively, the "Equipment"). CG&E anticipates selling the Equipment to a third- party finance lessor and concurrently leasing the Equipment back from the lessor under a lease authorized by the Public Utilities Commission of Ohio. CG&E proposes to use the net proceeds from the sale of the Equipment for lawful corporate purposes, as more specifically described in the Declaration. In connection with this opinion, I have reviewed or caused to be reviewed the Declaration as amended and such other documents and records as I deemed necessary or appropriate in order to give this opinion. In the event that the proposed transactions are consummated in accordance with the Declaration as amended (and as it may be further amended), the order dated August 1, 1996 of the Public Utilities Commission of Ohio in Case No. 95-948-GE-AIS, the order of the Commission under the Public Utility Holding Company Act of 1935 to be issued with respect thereto and CG&E's first mortgage indenture, I am of the opinion that: (a) All laws of the State of Ohio applicable to CG&E's participation in the proposed transactions will have been complied with. (b) The consummation by CG&E of the proposed transactions will not violate the legal rights of the holders of any securities issued by CG&E or any associate company thereof. I am a member of the Ohio Bar and express no opinion as to the laws of any jurisdiction other than those of the State of Ohio. I hereby consent to the filing of this opinion as an exhibit to the Declaration as amended. Very truly yours, /s/ Jerome A. Vennemann Associate General Counsel -----END PRIVACY-ENHANCED MESSAGE-----