-----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, BsWGsUjAS3joVSZ3i6b3l4fjuk7zEW53EbhJdFhRV7LtHD2RYSFiGcPKcLyvubWt 2FzYf6pXfl7DZ3aNkHPrlw== 0000899652-98-000055.txt : 19980504 0000899652-98-000055.hdr.sgml : 19980504 ACCESSION NUMBER: 0000899652-98-000055 CONFORMED SUBMISSION TYPE: U5S PUBLIC DOCUMENT COUNT: 37 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980501 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: U5S SEC ACT: SEC FILE NUMBER: 001-11377 FILM NUMBER: 98607889 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 U5S 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM U5S ANNUAL REPORT For the Year Ended December 31, 1997 Filed pursuant to the Public Utility Holding Company Act of 1935 by Cinergy Corp. 139 East Fourth Street Cincinnati, Ohio 45202 (Name and address of each registered holding company in the system) TABLE OF CONTENTS Item No. Page 1 SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1997 2 ACQUISITIONS OR SALES OF UTILITY ASSETS 3 ISSUE, SALE, PLEDGE, GUARANTEE, OR ASSUMPTION OF SYSTEM SECURITIES 4 ACQUISITION, REDEMPTION, OR RETIREMENT OF SYSTEM SECURITIES 5 INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES 6 OFFICERS AND DIRECTORS Part I. Name, principal business address, and positions held as of December 31, 1997 Part II. Financial connections as of December 31, 1997 Part III. Compensation and other related information 7 CONTRIBUTIONS AND PUBLIC RELATIONS 8 SERVICE, SALES, AND CONSTRUCTION CONTRACTS Part I. Intercompany sales and service Part II. Contracts to purchase services or goods between any system company and any affiliate Part III. Employment of any person by any system company for the performance on a continuing basis of management services 9 WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES 10 FINANCIAL STATEMENTS AND EXHIBITS Index to Financial Statements Exhibits SIGNATURE
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1997 Number of Common % of Issuer's Owner's Shares Voting Book Book Unsecured Name of Company Owned Power Value Value Debt (Indentation indicates subsidiary relationship) (dollars in thousands) Cinergy Corp. (Cinergy) The Cincinnati Gas & Electric Company (CG&E) 89,663,086 100 $1,610,588 $1,610,588 - The Union Light, Heat and Power Company (ULH&P) 585,333 100 122,913 122,913 - Tri-State Improvement Company (Tri-State) 1,000 100 33,860 934 $32,926 Lawrenceburg Gas Company (Lawrenceburg) 10,768 100 6,807 6,807 - The West Harrison Gas and Electric Company (West Harrison) 2,000 100 347 347 - Miami Power Corporation (Miami) 1,000 100 4 4 - KO Transmission Company (KO Transmission) 10 100 470 470 - PSI Energy, Inc. (PSI)(1) 53,913,701 100 1,037,660 1,037,660 - PSI Energy Argentina, Inc. (PSI Energy Argentina) 100 100 11,999 11,999 - South Construction Company, Inc. (South Construction) 10 100 - - - Cinergy Investments, Inc. (Investments) 100 100 412,586 412,586 - Cinergy-Cadence, Inc.(2) 100 100 (932) (932) - Cadence Network LLC (Cadence)(3) NA 33 1,394 1,394 - Cinergy Capital & Trading, Inc. (Capital & Trading)(4) 100 100 7,871 7,871 - CinCap IV, LLC* (CinCap)(5) NA 100 - - - Cinergy Communications, Inc. (Communications) 100 100 605 605 - Cinergy Engineering, Inc. (Engineering)(6) 100 100 (15) (15) - Cinergy International, Inc.*(7) 100 100 - - - Cinergy Global Power, Inc. (Cinergy Global)(8) 100 100 (1,570) (1,570) - Cinergy MPI I, Inc.*(9) 100 100 - - - Cinergy MPI II, Inc.*(9) 100 100 - - - Cinergy MPI III, Inc.*(9) 100 100 - - - Cinergy MPI IV, Inc.*(9) 100 100 - - - Cinergy MPI V, Inc.*(9) 100 100 - - - Cinergy MPI VI, Inc.*(9) 100 100 - - - Cinergy MPI VII, Inc.*(9) 100 100 - - - Cinergy MPI VIII, Inc.*(9) 100 100 - - - Cinergy MPI IX, Inc.*(9) 100 100 - - - Cinergy MPI X, Inc.*(9) 100 100 - - - Cinergy MPI XI, Inc.*(9) 100 100 - - - Cinergy MPI XII, Inc.*(9) 100 100 - - - Cinergy MPI XIII, Inc.*(9) 100 100 - - - Cinergy MPI XIV, Inc.*(9) 100 100 - - - Cinergy MPI XV, Inc.*(9) 100 100 - - - MPII (Zambia) B.V. (MPII/Z)(10) 4,525 100 28,780 28,780 - Copperbelt Energy Corporation plc (Copperbelt)(10) 3,900,000 39 61,853 61,853 - MPI International Limited (MPI International)(8) 1,000 100 1 1 - Cinergy Resources, Inc. (Cinergy Resources)(14) 10 100 (2,318) (2,318) -
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1997 (Continued) Cinergy Solutions, Inc.(Solutions)(11) 100 100 (1,953) (1,953) - Trigen-Cinergy Solutions LLC (Trigen-Cinergy)(11) NA 50 1,061 1,061 - Trigen-Cinergy Solutions of Cincinnati LLC (Trigen-Cinergy Cincinnati)(12) NA 51 411 411 - Trigen-Cinergy Solutions of Illinois L.L.C. (Trigen-Cinergy Illinois)(13) NA 49 - - - Cinergy Technology, Inc. (Technology) 100 100 (49) (49) - Cinergy UK, Inc. (Cinergy UK) 1,000 100 421,942 421,942 - Avon Energy Partners Holdings (Avon Energy) 330,000,000 50 1,000,571 1,000,571 - Avon Energy Partners PLC 1,701,513,216 100 2,338,940 2,338,940 - Midlands Electricity plc (Midlands) 496,655,789 100 2,370,733 2,370,733 - Enertech Associates, Inc. (Enertech) 100 100 (14,764) (14,765) - PSI Argentina, Inc. (Argentina)* 100 100 18,422 18,422 - Costanera Power Corp. (Costanera)* 100 100 - - - PSI Power Resource Development, Inc.* 100 100 - - - PSI Sunnyside, Inc.* 100 100 - - - PSI T&D International, Inc.* 100 100 - - - PSI Yacyreta, Inc.* 100 100 - - - Cinergy Services, Inc. (Services) 50 100 - - - *Inactive at December 31, 1997. - -Amounts are less than $1,000. Notes are on the next page.
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1997 (Continued) (1) PSI also has voting cumulative preferred stock outstanding at December 31, 1997, as follows: Class Shares outstanding Vote per share Par value $100 640,302 1 vote Par value $25 3,726,636 1/4 vote (2) In 1997, PSI Power Resource Operations, Inc. was renamed Cinergy- Cadence, Inc. and is dedicated solely to holding Investments' one-third ownership interest in Cadence. (3) Cadence, a Delaware limited liability company, was formed during the third quarter of 1997 as a joint venture with New Century Energies, Inc. and Florida Progress Corporation to provide a single source for both energy management services and products designed to lower energy costs for national customers that operate in multiple locations across the country. These services include consolidated billing, bill auditing, and usage analysis. Cadence commenced operations in the third quarter of 1997. (4) Capital and Trading, an Indiana corporation, was formed to engage in the business of marketing power, electricity futures, and trading related energy products and services and to provide consulting services in the wholesale power-related markets. In June 1997, Capital and Trading acquired the assets and personnel of Greenwich Energy Partners, which specialized in energy risk management, marketing, and proprietary arbitrage trading. (5) CinCap, a Delaware limited liability company, was formed in December 1997 to engage in marketing and trading of energy commodities. (6) Engineering, an Ohio corporation, was formed in March 1997. Engineering provides engineering designs and engineering technical support in connection with various energy-related projects and proposals. (7) PSI International, Inc., an Indiana corporation, was renamed Cinergy International, Inc. during 1997, and was otherwise inactive in 1997. (8) Cinergy Global, a Delaware corporation, formed in September 1997, holds all of the equity of MPII/Z which in turn holds a 39% ownership interest in Copperbelt. Cinergy Global also owns all of the equity of MPI International, a United Kingdom (UK) company. During the third quarter of 1997, MPI International assumed ownership of all of the projects in development and all future projects of Midlands Power International, a subsidiary of Midlands. Cinergy Global, through MPI International, will acquire and/or develop energy projects throughout the world. (9) Cinergy MPI I through XV, Cayman Island corporations, were formed in September 1997 for utilization in connection with future exempt wholesale generator (EWG) or foreign utility company (FUCO) acquisitions by Cinergy. (10) MPII/Z, incorporated in The Netherlands, was acquired by Cinergy Global during 1997 and holds a 39% equity interest in Copperbelt, a FUCO organized under the laws of the Republic of Zambia. Copperbelt holds certain electric generation, transmission, and distribution assets formerly held by the Republic of Zambia through the Power Division of Zambia Consolidated Copper Mines Limited. ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1997 (Continued) (11) Solutions, a Delaware corporation, was formed in February 1997. Solutions was formed to market an array of energy-related products and services and develop, acquire, own, and operate certain energy-related projects. Trigen-Cinergy, a Delaware limited liability company, was also formed in February 1997 to build, own, and operate cogeneration and trigeneration facilities for industrial plants, office buildings, shopping centers, hospitals, universities, and other major energy users that can benefit from combined heat and power production economies. Trigen-Cinergy will also provide energy and asset management services, including fuel procurement, ancillary to its activities. Solutions owns 50% of Trigen-Cinergy. (12) Trigen-Cinergy Cincinnati, an Ohio limited liability company, was formed during the third quarter of 1997. Effective August 1997, Cinergy Cooling Corp. was merged with and into Trigen-Cinergy Cincinnati, with Trigen-Cinergy Cincinnati being the surviving company jointly owned by Solutions (51%) and Trigen Solutions, Inc. (49%). Trigen-Cinergy Cincinnati has an exclusive franchise from the City of Cincinnati which permits it to maintain and operate a chilled water system in the downtown business district of Cincinnati, Ohio. (13) Trigen-Cinergy Illinois, a Delaware limited liability company, was formed during the second quarter of 1997 and will provide energy services, including cogeneration, steam, and compressed air, to a manufacturing facility in Illinois. (14) During 1997, Cinergy Resources expanded its business to include retail marketing of electricity. Cinergy Resources is participating in a pilot program in Pennsylvania under which electric customers throughout the state will have the right to choose their electricity supplier. Cinergy Resources began delivering power to Pennsylvania customers in December 1997. ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS None
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE, OR ASSUMPTION OF SYSTEM SECURITIES Principal Amount Name of Company or Stated Value ------------------------ Name of Issuer Issuing, Selling, Pledged, and Pledging, Guaranteeing, Issued Guaranteed, Date of Commission Title of Issue or Assuming Securities and Sold or Assumed Transaction Proceeds Authorization - ---------------------- ----------------------- ---------- ----------- ----------- ---------- ------------------------- (in thousands) PSI Rule 52 (See certificate City of Princeton of notification on form Variable Rate Notes due U-6B-2 filed on April 1, 2022 PSI $ 35,000 2/26/97 $ 35,000 March 4, 1997.) CG&E Rule 52 (See certificate Liquid Asset Notes of notification on form with Coupon Exchange, U-6B-2 filed on due October 1, 2007 CG&E $100,000 10/9/97 $100,786 October 20, 1997.)
ITEM 4. ACQUISITION, REDEMPTION, OR RETIREMENT OF SYSTEM SECURITIES Name of Company Principal Extinguished (E) Commission Acquiring, Number of Amount or Held for Authorization Name of Issuer Redeeming, or Shares Retired Consideration Further or and Title of Issue Retiring Securities Redeemed (thousands) (thousands) Disposition (D) Exemption CG&E First Mortgage Bonds 5 7/8% Series CG&E $ 30,000 $ 30 000 E Rule 42 6 1/4% Series CG&E 100,000 100,000 E Rule 42 8 1/8% Series CG&E 60,000 60,432 E Rule 42 8.95% Series CG&E 100,000 100,000 E Rule 42 Cumulative Preferred Stock Par value $100 per share 4% Series CG&E 1 1 E Rule 42 4 3/4% Series CG&E 3,525 352 234 E Rule 42 PSI First Mortgage Bonds Series NN, 7.60% Series (Pollution Control) PSI 35,000 35,000 E Rule 42 Secured Medium-term Notes Series A PSI 10,000 10,000 E Rule 42 Cumulative Preferred Stock Par value $100 per share 3 1/2% Series PSI 265 26 12 E Rule 42 7.15% Series PSI 158,640 15,864 1,602 E Rule 42 Par value $25 per share 4.32% Series PSI 1 - - E Rule 42
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES Aggregate Amount of Investments Number of 1. Name of in Persons (Entities) Operating in Persons Description of Company Retail Service Area of Owner (Entities) Persons (Entities)(1) ------- ---------------------------------- ---------- ----------------------------------------------------------------- (in thousands) CG&E $ 51 3 Limited partnerships which own, rehabilitate, and maintain apartment buildings for low income housing CG&E 820 2 Limited partnerships which invest in small and minority- or female- owned businesses CG&E 15 1 Community improvement fund CG&E 833 1 Limited liability corporation which invests in projects relating to downtown Cincinnati ULH&P 2 2 Economic development corp. PSI 3,839 3 Limited partnerships which make long-term investments in Indiana and other mid-western businesses PSI 525 1 Limited partnership which invests in start-up companies PSI 4 1 Oil company PSI 5 1 Economic development corp. PSI 8 1 Retail department store PSI 38 1 Retail department store PSI 138 1 Manufacturer of construction materials PSI 1 1 Economic development corp. PSI 6 1 Drug store/pharmacy PSI 4 1 Owns and operates hotels PSI 3 1 Economic development corp. PSI 1 1 Economic development corp. PSI 1 6(2) Economic development corp., country clubs, jeweler, barge company, and bus company Investments 833 1 Limited liability corporation which invests in projects relating to downtown Cincinnati Technology 833 1 Limited liability corporation which invests in projects relating to downtown Cincinnati Cinergy 834 1 Limited liability corporation which invests in projects relating to downtown Cincinnati (1) All of PSI's investments in securities, except for its partnership interests, represent bankruptcy distributions applicable to obligations of customers incurred in the ordinary course of business. (2) Represents small ownership interest in six unrelated companies.
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES (Continued) 2. Securities not included in Item 5, No. 1: Owner's Name of Name of Description Number of % of Nature of Book Value Company Issuer of Security Shares Voting Power Business (in thousands) ------- -------------------- ----------------- --------- ------------ -------------------------- -------------- Ohio Valley CG&E Electric Corp. Common stock 9,000 9% Public Utility $ 900 Circle PSI Center Mall Limited partnership N/A 4.2% Shopping Mall in Indianapolis, Indiana 3,015 Refurbishes and EMC Technologies, manufactures large PSI Inc. Preferred stock 3,483 (1) electrical equipment 4 Invests in minority-owned PSI Lynx Capital Corp. Stock 25 (1) businesses 127 Nth Power Technology Invests in energy Cinergy Fund I, L.P. Limited partner N/A 20% technology companies 1,753 (1) Not available
ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1997 Part I POSITION HELD AT NAME (ADDRESS)* DECEMBER 31, 1997* Cinergy Neil A. Armstrong (a) D James K. Baker (c) D Michael G. Browning (d) D Phillip R. Cox (e) D Kenneth M. Duberstein (f) D John A. Hillenbrand II (g) D George C. Juilfs (h) D Melvin Perelman, Ph.D. (i) D Thomas E. Petry (j) D Jackson H. Randolph (a) D,CM James E. Rogers (a) D,VCM,P,CEO John J. Schiff, Jr. (k) D Philip R. Sharp, Ph.D. (l) D Van P. Smith (m) D Dudley S. Taft (n) D Oliver W. Waddell (o) D Cheryl M. Foley (a) VP,GC,S William J. Grealis (a) VP J. Joseph Hale, Jr. (a) VP Stephen Harkness (b) VP Donald B. Ingle, Jr. (a) VP Elizabeth K. Lanier (a) VP,CS J. Wayne Leonard (a)(1) VP Jerry W. Liggett (a) VP Madeleine W. Ludlow (a) VP,CFO John M. Mutz (b) VP Michael M. Sample (b) VP William L. Sheafer (a) VP,T John P. Steffen (a) C Larry E. Thomas (a) VP Charles J. Winger (a) VP Wendy L. Aumiller (a) AT M. Susan Hardwick (a) AC John E. Polley (a) AS Jerome A. Vennemann (a) AS David L. Wozny (a) AC Services Jackson H. Randolph (a) D,CM James E. Rogers (a) D,VCM,P,CEO Todd W. Arnold (a) VP Leo P. Denault (a) VP Cheryl M. Foley (a) D,VP,GC,S William J. Grealis (a) D,VP J. Joseph Hale, Jr. (a) VP Stephen Harkness (b) VP Donald B. Ingle, Jr. (a) VP Dale Justis (b) VP Albert Keys (a) VP Paul E. King (a) VP Elizabeth K. Lanier (a) VP,CS J. Wayne Leonard (a)(1) D,VP Jerry W. Liggett (a) VP Madeleine W. Ludlow (a) D,VP,CFO * Address codes, position descriptions, and notes are listed on page 23. ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1997 (Continued) Part I POSITION HELD AT NAME (ADDRESS)* DECEMBER 31, 1997* Services (Continued) Michael E. Martin (a) VP John M. Mutz (b) VP Leigh J. Pefley (a) VP John C. Procario (a) VP C. Randolph (a) VP Bernard F. Roberts (a) VP Michael M. Sample (b) VP William L. Sheafer (a) VP,T Riaz Q. Siddiqi (a) VP Richard J. Smith (a) VP Larry E. Thomas (a) D,VP James L. Turner (a) VP James H. Willis (b) VP Charles J. Winger (a) VP John P. Steffen (a) C Wendy L. Aumiller (a) AT John E. Polley (a) AS M. Susan Hardwick (a) AC Jerome A. Vennemann (a) AS David L. Wozny (a) AC CG&E Jackson H. Randolph (a) D,CM James E. Rogers (a) D,VCM,CEO William J. Grealis (a) D,P Cheryl M. Foley (a) VP,GC,S Donald B. Ingle, Jr. (a) VP Elizabeth K. Lanier (a) VP,CS Wayne Leonard (a) (1) VP Madeleine W. Ludlow (a) VP,CFO Larry E. Thomas (a) VP William L. Sheafer (a) VP,T John P. Steffen (a) C Wendy L. Aumiller (a) AT M. Susan Hardwick (a) AC John E. Polley (a) AS Jerome A. Vennemann (a) AS David L. Wozny (a) AC ULH&P Jackson H. Randolph (a) D,CM James E. Rogers (a) D,VCM,CEO William J. Grealis (a) D,P Cheryl M. Foley (a) D,VP,GC,S Donald B. Ingle, Jr. (a) VP Elizabeth K. Lanier (a) VP,CS Wayne Leonard (a) (1) D,VP Madeleine W. Ludlow (a) D,VP,CFO Larry E. Thomas (a) D,VP William L. Sheafer (a) VP,T John P. Steffen (a) C Wendy L. Aumiller (a) AT * Address codes, position descriptions, and notes are listed on page 23. ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1997 (Continued) Part I POSITION HELD AT NAME (ADDRESS)* DECEMBER 31, 1997* ULH&P (Continued) M. Susan Hardwick (a) AC John E. Polley (a) AS Jerome A. Vennemann (a) AS David L. Wozny (a) AC Tri-State Jackson H. Randolph (a) D James E. Rogers (a) D William J. Grealis (a) D,P J. Wayne Leonard (a)(1) D Larry E. Thomas (a) D Elizabeth K. Lanier (a) VP Madeleine W. Ludlow (a) VP Cheryl M. Foley (a) S William L. Sheafer (a) T John P. Steffen (a) C Jerome A. Vennemann (a) AS Lawrenceburg Jackson H. Randolph (a) D,CM James E. Rogers (a) D,VCM,CEO William J. Grealis (a) P Cheryl M. Foley (a) VP,GC,S Donald B. Ingle, Jr. (a) VP Elizabeth K. Lanier (a) VP,CS J. Wayne Leonard (a)(1) VP Madeleine W. Ludlow (a) VP,CFO John M. Mutz (b) D Larry E. Thomas (a) VP William L. Sheafer (a) VP,T John P. Steffen (a) C Wendy L. Aumiller (a) AT M. Susan Hardwick (a) AC John E. Polley (a) AS Jerome A. Vennemann (a) AS David L. Wozny (a) AC Vincent E. Andres (a) D Bernard L. Huff (a) D West Harrison Jackson H. Randolph (a) D,CM James E. Rogers (a) D,VCM,CEO William J. Grealis (a) P Cheryl M. Foley (a) VP,GC,S Donald B. Ingle, Jr. (a) VP Elizabeth K. Lanier (a) VP,CS Wayne Leonard (a) (1) VP Madeleine W. Ludlow (a) VP,CFO John M. Mutz (b) D Larry E. Thomas (a) VP William L. Sheafer (a) VP,T John P. Steffen (a) C * Address codes, position descriptions, and notes are listed on page 23. ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1997 (Continued) Part I POSITION HELD AT NAME (ADDRESS)* DECEMBER 31, 1997* West Harrison (Continued) Wendy L. Aumiller (a) AT M. Susan Hardwick (a) AC John E. Polley (a) AS Jerome A. Vennemann (a) AS David L. Wozny (a) AC Vincent E. Andres (a) D Bernard L. Huff (a) D Miami Jackson H. Randolph (a) D,CM James E. Rogers (a) D,VCM,CEO William J. Grealis (a) P Cheryl M. Foley (a) VP,GC,S Elizabeth K. Lanier (a) VP,CS Wayne Leonard (a) (1) VP Madeleine W. Ludlow (a) VP,CFO John M. Mutz (b) D Larry E. Thomas (a) VP William L. Sheafer (a) VP,T John P. Steffen (a) C Wendy L. Aumiller (a) AT M. Susan Hardwick (a) AC John E. Polley (a) AS Jerome A. Vennemann (a) AS David L. Wozny (a) AC Vincent E. Andres (a) D Bernard L. Huff (a) D KO Transmission Jackson H. Randolph (a) D,CM James E. Rogers (a) D,VCM,CEO William J. Grealis (a) D,P Cheryl M. Foley (a) D,VP,GC,S Elizabeth K. Lanier (a) VP,CS Wayne Leonard (a) (1) VP Madeleine W. Ludlow (a) VP,CFO Larry E. Thomas (a) VP William L. Sheafer (a) VP,T John P. Steffen (a) C Wendy L. Aumiller (a) AT M. Susan Hardwick (a) AC John E. Polley (b) AS Jerome A. Vennemann (a) AS David L. Wozny (a) AC PSI James K. Baker (c) D Michael G. Browning (d) D John A. Hillenbrand II (g) D John M. Mutz (b) D,P Jackson H. Randolph (a) D,CM * Address codes, position descriptions, and notes are listed on page 23. ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1997 (Continued) Part I POSITION HELD AT NAME (ADDRESS)* DECEMBER 31, 1997* PSI (Continued) James E. Rogers (a) D,VCM,CEO Van P. Smith (m) D Cheryl M. Foley (a) VP,GC,S Donald B. Ingle, Jr. (a) VP Elizabeth K. Lanier (a) VP,CS Madeleine W. Ludlow (a) VP,CFO J. Wayne Leonard (a)(1) VP Larry E. Thomas (a) VP William L. Sheafer (a) VP,T John P. Steffen (a) C Wendy L. Aumiller (a) AT M. Susan Hardwick (a) AC David L. Wozny (a) AC Ronald J. Brothers (b) AS John E. Polley (a) AS Jerome A. Vennemann (a) AS PSI Energy Argentina Jackson H. Randolph (a) D James E. Rogers (a) D William J. Grealis (a) D,P Cheryl M. Foley (a) D,S Madeleine W. Ludlow (a) VP William L. Sheafer (a) T John P. Steffen (a) C Jerome A. Vennemann (a) AS South Construction Jackson H. Randolph (a) D James E. Rogers (a) D John M. Mutz (b) D,P Cheryl M. Foley (a) D,S Elizabeth K. Lanier (a) VP Madeleine W. Ludlow (a) VP William L. Sheafer (a) T John P. Steffen (a) C Jerome A. Vennemann (a) AS Investments Jackson H. Randolph (a) D,CM James E. Rogers (a) D,VCM,CEO William J. Grealis (a) D,P Cheryl M. Foley (a) D,VP,GC,S Donald B. Ingle, Jr. (a) D J. Wayne Leonard (a)(1) D Madeleine W. Ludlow (a) D,VP,CFO John M. Mutz (b) D Larry E. Thomas (a) D William L. Sheafer (a) T John P. Steffen (a) C Jerome A. Vennemann (a) AS * Address codes, position descriptions, and notes are listed on page 23. ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1997 (Continued) Part I POSITION HELD AT NAME (ADDRESS)* DECEMBER 31, 1997* Cinergy-Cadence, Inc. Jackson H. Randolph (a) D James E. Rogers (a) D William J. Grealis (a) D,P Cheryl M. Foley (a) D,S Madeleine W. Ludlow (a) VP William L. Sheafer (a) T John P. Steffen (a) C Jerome A. Vennemann (a) AS Cadence (2) Donald B. Ingle, Jr. (a) BM Madeleine W. Ludlow (a) BM E. Renae Conley (a) P Cheryl M. Foley (a) S William L. Sheafer (a) T Capital & Trading Jackson H. Randolph (a) D James E. Rogers (a) D J. Wayne Leonard (a)(1) D,P Cheryl M. Foley (a) D,S Lance Bakrow (a) VP Madeleine W. Ludlow (a) VP Bernard F. Roberts (a) VP Riaz Q. Siddiqi (a) VP Arturo Vivar (a) VP William L. Sheafer (a) T John P. Steffen (a) C Jerome A. Vennemann (a) AS CinCap Cincap is a subsidiary of Capital and Trading but is inactive and had not elected directors or officers as of December 31, 1997. Communications Jackson H. Randolph (a) D James E. Rogers (a) D William J. Grealis (a) D,P Cheryl M. Foley (a) D,S Larry E. Thomas (a) D,VP F. Dale Justis (b) VP Madeleine W. Ludlow (a) VP Leigh J. Pefley (a) VP John C. Procario (a) VP William L. Sheafer (a) T John P. Steffen (a) C Jerome A. Vennemann (a) AS * Address codes, position descriptions, and notes are listed on page 23. ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1997 (Continued) Part I POSITION HELD AT NAME (ADDRESS)* DECEMBER 31, 1997* Engineering Jackson H. Randolph (a) D James E. Rogers (a) D Scott A. Haag (a) D Barry E. Pulskamp (a) D John J. Roebel (a) D Larry E. Thomas (a) P Cheryl M. Foley (a) S William J. Grealis (a) VP F. Dale Justis (b) VP Madeleine W. Ludlow (a) VP John C. Procario (a) VP William L. Sheafer (a) T John P. Steffen (a) C Jerome A. Vennemann (a) AS Cinergy International, Inc. Jackson H. Randolph (a) D James E. Rogers (a) D William J. Grealis (a) D Cheryl M. Foley (a) D,P Madeleine W. Ludlow (a) VP Michael M. Sample (b) VP William L. Sheafer (a) T John P. Steffen (a) C Jerome A. Vennemann (a) S Cinergy Global James E. Rogers (a) D,CEO Cheryl M. Foley (a) D,P Madeleine W. Ludlow (a) D,VP William J. Grealis (a) VP William L. Sheafer (a) T John P. Steffen (a) C Jerome A. Vennemann (a) AS Wendy L. Aumiller (a) AT David L. Wozny (a) AC Cinergy MPI I, Inc. - Cinergy MPI XV, Inc. James E. Rogers (a) D,CM Cheryl M. Foley (a) D Madeleine W. Ludlow (a) D John Bryant (p) MD Philip J. Taylor (p) D Andrew M. Turk (p) D MPII/Z (3) John Bryant (p) D Andrew M. Turk (p) D * Address codes, position descriptions, and notes are listed on page 23. ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1997 (Continued) Part I POSITION HELD AT NAME (ADDRESS)* DECEMBER 31, 1997* Copperbelt (2) John Bryant (p) D Andrew M. Turk (p) D MPI International James E. Rogers (a) D Cheryl M. Foley (a) D Madeleine W. Ludlow (a) D John Bryant (p) D Philip J. Taylor (p) D Andrew M. Turk (p) D Hugh C. Hamilton (p) S Cinergy Resources, Inc. Jackson H. Randolph (a) D James E. Rogers (a) D William J. Grealis (a) D,P Cheryl M. Foley (a) D,S Madeleine W. Ludlow (a) VP William L. Sheafer (a) T John P. Steffen (a) C Jerome A. Vennemann (a) AS Solutions Jackson H. Randolph (a) D James E. Rogers (a) D William J. Grealis (a) D,P Cheryl M. Foley (a) D,S J. Wayne Leonard (a)(1) D Todd W. Arnold (a) VP M. Stephen Harkness (b) VP Albert Keys (a) VP L. C. Randolph (a) VP Richard J. Smith (a) VP James H. Willis (b) VP Madeleine W. Ludlow (a) VP William L. Sheafer (a) T John P. Steffen (a) C Jerome A. Vennemann (a) AS Trigen-Cinergy (2) James E. Rogers (a) BM William J. Grealis (a) BM J. Wayne Leonard (a)(1) BM M. Stephen Harkness (b) EVP,COO Cheryl M. Foley (a) S William L. Sheafer (a) AT Jerome A. Vennemann (a) AS * Address codes, position descriptions, and notes are listed on page 23. ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1997 (Continued) Part I POSITION HELD AT NAME (ADDRESS)* DECEMBER 31, 1997* Trigen-Cinergy Cincinnati (2) James E. Rogers (a) BM William J. Grealis (a) BM J. Wayne Leonard (a)(1) BM M. Stephen Harkness (b) EVP,COO Cheryl M. Foley (a) S William L. Sheafer (a) AT Jerome A. Vennemann (a) AS Trigen-Cinergy Illinois (2) James E. Rogers (a) BM William J. Grealis (a) BM J. Wayne Leonard (a)(1) BM M. Stephen Harkness (b) EVP,COO Cheryl M. Foley (a) S Jerome A. Vennemann (a) AS Technology Jackson H. Randolph (a) D James E. Rogers (a) D William J. Grealis (a) D,P Cheryl M. Foley (a) D,S Elizabeth K. Lanier (a) VP Madeleine W. Ludlow (a) VP John M. Mutz (b) VP William L. Sheafer (a) T John P. Steffen (a) C Jerome A. Vennemann (a) AS Cinergy UK James E. Rogers (a) D,CEO Cheryl M. Foley (a) D,P William J. Grealis (a) VP Madeleine W. Ludlow (a) D,VP William L. Sheafer (a) T John P. Steffen (a) C Jerome A. Vennemann (a) S Wendy L. Aumiller (a) AT David L. Wozny (a) AC Avon Energy (2) James E. Rogers (a) D,CM Cheryl M. Foley (a) D Madeleine W. Ludlow (a) D Avon Energy Partners PLC (2) James E. Rogers (a) D,CM Cheryl M. Foley (a) D Madeleine W. Ludlow (a) D * Address codes, position descriptions, and notes are listed on page 23. ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1997 (Continued) Part I POSITION HELD AT NAME (ADDRESS)* DECEMBER 31, 1997* Midlands (2) James E. Rogers (a) D,CM Cheryl M. Foley (a) D Madeleine W. Ludlow (a) D Hugh C. Hamilton (p) S Enertech Jackson H. Randolph (a) D James E. Rogers (a) D Scott A. Haag (a) D Barry E. Pulskamp (a) D John J. Roebel (a) D William J. Grealis (a) P Cheryl M. Foley (a) S Madeleine W. Ludlow (a) VP William L. Sheafer (a) T John P. Steffen (a) C Jerome A. Vennemann (a) AS Argentina Jackson H. Randolph (a) D James E. Rogers (a) D William J. Grealis (a) D,P Cheryl M. Foley (a) D,S Madeleine W. Ludlow (a) VP William L. Sheafer (a) T John P. Steffen (a) C Jerome A. Vennemann (a) AS Costanera Jackson H. Randolph (a) D James E. Rogers (a) D William J. Grealis (a) D,P Cheryl M. Foley (a) D,S Madeleine W. Ludlow (a) VP William L. Sheafer (a) T John P. Steffen (a) C Jerome A. Vennemann (a) AS PSI Power Resource Development, Inc. Jackson H. Randolph (a) D James E. Rogers (a) D William J. Grealis (a) D,P Cheryl M. Foley (a) D,S Madeleine W. Ludlow (a) VP William L. Sheafer (a) T John P. Steffen (a) C Jerome A. Vennemann (a) AS * Address codes, position descriptions, and notes are listed on page 23. ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1997 (Continued) Part I POSITION HELD AT NAME (ADDRESS)* DECEMBER 31, 1997* PSI Sunnyside, Inc. Jackson H. Randolph (a) D James E. Rogers (a) D William J. Grealis (a) D,P Cheryl M. Foley (a) D,S Madeleine W. Ludlow (a) VP William L. Sheafer (a) T John P. Steffen (a) C Jerome A. Vennemann (a) AS PSI T&D International, Inc. Jackson H. Randolph (a) D James E. Rogers (a) D William J. Grealis (a) D,P Cheryl M. Foley (a) D,S Madeleine W. Ludlow (a) VP William L. Sheafer (a) T John P. Steffen (a) C Jerome A. Vennemann (a) AS PSI Yacyreta, Inc. Jackson H. Randolph (a) D James E. Rogers (a) D William J. Grealis (a) D,P Cheryl M. Foley (a) D,S Madeleine W. Ludlow (a) VP William L. Sheafer (a) T John P. Steffen (a) C Jerome A. Vennemann (a) AS * Address codes, position descriptions, and notes are listed on page 23. ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1997 (Continued) Part I Address Codes: (a) 139 East Fourth Street, Cincinnati, Ohio 45202 (b) 1000 East Main Street, Plainfield, Indiana 46168 (c) One Noblitt Plaza, Columbus, Indiana 47202 (d) 251 North Illinois, Suite 200, Indianapolis, Indiana 46204 (e) 105 East Fourth Street, Suite 600, Cincinnati, Ohio 45202 (f) 2100 Pennsylvania Avenue, N.W., Suite 350, Washington, D.C. 20037 (g) 324 Mitchell Avenue, Batesville, Indiana 47006 (h) One Riverfront Place, Newport, Kentucky 41071 (i) 8751 Jaffa Court, E. Drive, Apt. 16, Indianapolis, Indiana 46260 (j) 580 Walnut Street, P.O. Box 779, Cincinnati, Ohio 45201 (k) P.O. Box 145496, Cincinnati, Ohio 45250-5496 (l) 79 JFK Street, Cambridge, Massachusetts 02138 (m) 123 East Adams Street, Muncie, Indiana 47305 (n) 312 Walnut Street, Suite 3550, Cincinnati, Ohio 45202 (o) P.O. Box 1038, 425 Walnut Street, Cincinnati, Ohio 45201-1038 (p) Mucklow Hill, Halesowen, West Midlands B62 8BP, UK Positions are indicated by the following symbols: AC Assistant Comptroller AS Assistant Secretary AT Assistant Treasurer BM Board of Managers C Comptroller CEO Chief Executive Officer CFO Chief Financial Officer COO Chief Operating Officer CM Chairman of the Board CS Chief of Staff D Director EVP Executive Vice President GC General Counsel MD Managing Director P President S Secretary T Treasurer VCM Vice Chairman VP Vice President Notes: (1) Effective March 31, 1998, J. Wayne Leonard resigned from Cinergy and all other Cinergy system companies. (2) For entities which are not wholly owned directly or indirectly by Cinergy or its system entities, disclosure is limited to those officers and directors who are directly employed by Cinergy or its system entities. (3) For MPII/Z, disclosure is limited to those directors (officers non- applicable) who are directly employed by Cinergy or its system entities.
ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1997 (Continued) Part II Name of Officer Name and Location Position Held in Applicable or Director of Financial Institution Financial Institution Exemption Rule James K. Baker First Chicago NBD Corp. Director 70(b),(d) Chicago, Illinois Phillip R. Cox Cincinnati office of the Director 70(h) Federal Reserve Bank of Cleveland Cleveland, Ohio PNC Bank, Ohio, N.A. Director 70(a) Cincinnati, Ohio John A. Hillenbrand II National City Bank Director 70(a),(c) Indianapolis, Indiana George C. Juilfs Cincinnati office of the Chairman, Director 70(h) Federal Reserve Bank of Cleveland Cleveland, Ohio John M. Mutz National City Bank Director 70(c),(e),(f) Indianapolis, Indiana Thomas E. Petry Star Banc Corporation Director 70(a) Cincinnati, Ohio Star Bank, N.A. Director 70(a) Cincinnati, Ohio Jackson H. Randolph PNC Bank Corp. Director 70(b),(d), Pittsburgh, Pennsylvania (e),(f) PNC Bank, Ohio, N.A. Director 70(a),(c), Cincinnati, Ohio (e),(f) James E. Rogers Fifth Third Bancorp Director 70(a),(c), Cincinnati, Ohio (e),(f) The Fifth Third Bank Director 70(a),(c), Cincinnati, Ohio (e),(f) John J. Schiff, Jr. Fifth Third Bancorp Director 70(a) Cincinnati, Ohio The Fifth Third Bank Director 70(a) Cincinnati, Ohio Dudley S. Taft Fifth Third Bancorp Director 70(a) Cincinnati, Ohio The Fifth Third Bank Director 70(a) Cincinnati, Ohio Oliver W. Waddell Star Banc Corporation Director 70(a) Cincinnati, Ohio Star Bank, N.A. Director 70(a) Cincinnati, Ohio
ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1997 (Continued) Part III (a) and (e) Directors' and Executive Officers' Compensation and Participation in Bonus and Profit-Sharing Arrangements and Other Benefits For information concerning compensation of directors and executive officers and their participation in bonus and profit-sharing and other benefits, see the disclosures made in the: Cinergy Corp 1998 Proxy Statement and 1997 Financial Report (Proxy Statement*), pages 8 through 18 for Cinergy and Investments and subsidiaries. 1997 Annual Report on Form 10-K (Form 10-K), pages 155 through 156, for CG&E and subsidiaries. 1998 PSI Information Statement (Information Statement*), pages 5 through 15 (as supplemented in Exhibit F-10), for PSI and subsidiaries. (b) Directors' and Executive Officers' Interests in Securities of System Companies For information concerning interests in system companies, see the disclosures (as supplemented in Exhibit F-10) made in the: Proxy Statement, page 9, for Cinergy and Investments and subsidiaries. Form 10-K, pages 156 through 157, for CG&E and subsidiaries. Information Statement, page 4, for PSI and subsidiaries. (c) Directors' and Executive Officers' Contracts and Transactions with System Companies For information concerning contracts and transactions with system companies, see the disclosures made in the: Proxy Statement, pages 16 through 18, for Cinergy and Investments and subsidiaries. Information Statement, pages 13 through 15, for PSI and subsidiaries. (d) Indebtedness of Directors or Executive Officers to System Companies None (f) Directors' and Executive Officers' Rights to Indemnity The state laws under which each of Cinergy and its domestic direct and indirect subsidiaries is incorporated provide broadly for indemnification of directors and officers against claims and liabilities against them in their capacities as such. Each of such company's articles of incorporation, charters, by-laws, or regulations identifying these rights to indemnify are incorporated by reference or contained herein as exhibits. *The Proxy Statement and Information Statement are hereby incorporated by reference (see File Nos. 1-11377 and 1-3543, respectively).
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS None(1) (1) Cinergy and PSI have established separate segregated funds or political action committees and have incurred certain costs in the administration of these committees in accordance with the provisions of the Federal Election Campaign Act. (2) Name of Company Name of Recipient or Beneficiary Purpose Account Charged* Amount --------------- ----------------------------------------------- ------------------- ---------------- ------------ CG&E Electric Power Research Institute Dues, support (2),(3) $1,248,751 Less than $10,000 - 25 beneficiaries Dues, fees, support (1),(2),(3) 26,761 ---------- $1,275,512 ULH&P Electric Power Research Institute Dues (2) $ 199,791 Less than $10,000 - 13 beneficiaries Dues, fees, support (2),(3) 18,070 ---------- $ 217,861 PSI Electric Power Research Institute Dues, fees, support (2),(3) $1,493,202 Indiana Chamber of Commerce Support (2) 15,182 Less than $10,000 - 72 beneficiaries Dues, fees, support (1),(2),(3) 57,534 ---------- $1,565,918 Cinergy Less than $10,000 - 3 beneficiaries Support (1) $ 640 Resources ---------- $ 640 Capital Less than $10,000 - 1 beneficiary Support (1) $ 1,400 & Trading ---------- $ 1,400 Cinergy Cooling Less than $10,000 - 1 beneficiary Dues (1) $ 585 Corp. ---------- $ 585 Cinergy Less than $10,000 - 1 beneficiary Support (1) $ 650 ---------- $ 650 * Account Charged: (1) Income deduction (2) Operating expense (3) Other balance sheet accounts
ITEM 8. SERVICE, SALES, AND CONSTRUCTION CONTRACTS Part I In Effect Dec. 31, Serving Receiving Date of 1997 Transaction Company Company Compensation Contract (Yes or No) (in thousands) Propane plant and underground storage cavern ULH&P CG&E $209 5/23/61 Yes [GRAPHIC OMITTED]
ITEM 8 SERVICE, SALES, AND CONSTRUCTION CONTRACTS(Continued) Part I Serving Receiving Transaction Company Company Compensation (in thousands) Customer relations services(1) CG&E ULH&P $868 Gas and/or electric operations(1) CG&E ULH&P $569 Part II None Part III None (1) Pursuant to Rel. No. 35-26146, dated October 21, 1994.
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES Part I (a) PSI Energy Argentina PSI Energy Argentina is a FUCO. PSI Energy Argentina, an Indiana corporation, owns a 2% interest in Distrilec Invesora, S.A., which owns a 51% interest in Edesur S.A., an electric-distribution network serving the southern half of the city of Buenos Aires, Argentina. The business address of PSI Energy Argentina is 251 North Illinois Street, Suite 1410, Indianapolis, Indiana 46204. Midlands Midlands is also a FUCO. Cinergy indirectly owns 50% of Midlands, a corporation organized under the laws of England, which serves approximately 2.2 million customers in mid-central England. One of twelve regional electric companies in England, Midlands is primarily a distribution company, purchasing most of its electricity requirements from third party generators. The business address of Midlands is Mucklow Hill, Halesowen, West Midlands B62 8BP, UK. Copperbelt Copperbelt is also a FUCO. Cinergy indirectly owns 39% of Copperbelt, a corporation organized under the laws of the Republic of Zambia, that owns and operates certain electric generation, transmission, and distribution assets formerly held by the Republic of Zambia, through the Power Division of Zambia Consolidated Copper Mines Limited. The assets are located in and around the city of Kitwe in north central Zambia. The business address of Copperbelt is 23rd Avenue, Nkana East, P.O. Box 20819, Kitwe, Zambia (b) PSI Energy Argentina PSI holds 100 shares of PSI Energy Argentina's no par value common stock. At December 31, 1997, PSI's equity investment in PSI Energy Argentina was $11 million. Cinergy has neither directly nor indirectly guaranteed any securities of PSI Energy Argentina. PSI Energy Argentina has no debt or other financial obligations outstanding. No Cinergy subsidiary company, that is not a FUCO, has transferred any assets to PSI Energy Argentina. ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (continued) Midlands Avon Energy holds all of Midlands common stock. At December 31, 1997, Cinergy's equity investment in Midlands was $503 million. The total consideration paid by Avon Energy was approximately 1.7 billion pounds sterling ($2.6 billion at then existing currency exchange rates). The funds for the acquisition were obtained from Cinergy's and GPU's investment in Avon Energy of approximately 330 million pounds sterling each ($500 million each), with the remainder being obtained by Avon Energy through the issuance of non-recourse debt. Cinergy has used dollar denominated debt to finance its entire $503 million equity investment in Midlands, with Cinergy initially borrowing $471 million under a bank credit facility and Cinergy UK initially borrowing $32 million under a separate bank credit facility. At December 31, 1997, Cinergy's outstanding borrowings under the bank credit facility were $350 million and outstanding commercial paper issuances were $150 million. Cinergy UK's original bank credit facility was replaced in September 1997 with a one year, $115 million non-recourse revolving credit agreement, which had $3 million outstanding at December 31, 1997 related to Midlands. The lenders under the latter facility have recourse solely to Cinergy UK and its assets for repayment of borrowings thereunder. Cinergy has neither directly nor indirectly guaranteed any securities of Midlands. No Cinergy subsidiary company, that is not a FUCO, has transferred any assets to Midlands. Copperbelt MPII/Z, a Netherlands company, substantially all of whose equity is held by Cinergy Global (a direct subsidiary of Investments) holds 3.9 million Ordinary Shares of Copperbelt. MPII/Z financed its purchase of the 3.9 million Ordinary Shares entirely with funds that are non-recourse, directly or indirectly, to Cinergy. The ultimate source for such funds was a short-term credit facility maintained by Cinergy UK. For more information, see the Rule 24 certificate filed on February 13, 1998 in File No. 70- 8589. Cinergy has neither directly nor indirectly guaranteed any securities of Copperbelt. No Cinergy subsidiary company, that is not a FUCO, has transferred any assets to Copperbelt. (c) PSI Energy Argentina PSI Energy Argentina had no debt outstanding at December 31, 1997. Earnings for the year ended December 31, 1997, were $753 thousand for PSI Energy Argentina. ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (continued) Midlands Filed pursuant to Rule 104(b). See Exhibit J for the required information. Copperbelt Copperbelt was newly privatized, and Cinergy obtained its ownership interest, in the fourth quarter of 1997. As a result, Cinergy has not obtained complete, meaningful financial statements for Copperbelt as of December 31, 1997 and therefore is not in a position to perform the requested calculations as of December 31, 1997. (d) PSI Energy Argentina, Midlands, and Copperbelt Non-utility service agreement, as amended, among Cinergy, non- utility subsidiaries of Cinergy and Services. (Pursuant to Rel. No. 35-26662, dated 2-7-97.) In 1997, Services rendered accounting, executive, financial, legal and tax services to PSI Energy Argentina in the amount of $29,000. No services were provided to Midlands or Copperbelt during 1997. Part II PSI Energy Argentina, Midlands, and Copperbelt See the following Exhibits H Organizational chart showing the relationship of PSI Energy Argentina, Midlands, and Copperbelt to other system companies. I-1 Audited Financial Statements for PSI Energy Argentina for the year ended December 31, 1997. I-2 Financial Statements for Midlands for the year ended December 31, 1997. (Filed pursuant to Rule 104(b).) Note: As previously mentioned, Copperbelt was newly privatized and Cinergy obtained its ownership interest in the fourth quarter of 1997. As a result, Cinergy has not obtained complete, meaningful financial statements for Copperbelt as of December 31, 1997. Part III PSI Energy Argentina, Midlands, and Copperbelt Cinergy had an aggregate investment of $486 million in FUCOs (and no investment in EWGs) at December 31, 1997. The ratio of Cinergy's aggregate investment in FUCOs to its investment in domestic public utility subsidiary companies is 18%. ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS Consolidating Financial Statements, Schedules, and Notes - - Notes 1 through 18 to the Financial Statements are incorporated herein by reference, in Exhibit A (page 33), in the Cinergy Annual Report on Form 10-K for 1997 (Item 8. Financial Statements and Supplementary Data). - - Notes 1 through 18 to the Financial Statements are incorporated herein by reference, in Exhibit A (page 33), in the CG&E Annual Report on Form 10-K for 1997 (Item 8. Financial Statements and Supplementary Data). - - Notes 1 through 18 to the Financial Statements are incorporated herein by reference, in Exhibit A (page 33), in the PSI Annual Report on Form 10-K for 1997 (Item 8. Financial Statements and Supplementary Data). - - Notes 1 through 18 to the Financial Statements are incorporated herein by reference, in Exhibit A (page 33), in the ULH&P Annual Report on Form 10-K for 1997 (Item 8. Financial Statements and Supplementary Data). Exhibits - - F-1 Consent of Independent Public Accountants. - - F-2 Consolidating Financial Statements of Cinergy for 1997. - - F-3 Consolidating Financial Statements of CG&E for 1997. - - F-4 Consolidating Financial Statements of Investments for 1997. (Filed pursuant to Rule 104(b).) - - F-5 Consolidating Financial Statements of PSI for 1997. - - F-6 Consolidating Financial Statements of Avon Energy for 1997. (Filed pursuant to Rule 104(b).) - - F-7 Financial Statements for Cadence for 1997. (Filed pursuant to Rule 104(b).) - - F-8 Financial Statements for Trigen-Cinergy for 1997. (Filed pursuant to Rule 104(b).) - - F-9 Financial Statements for Trigen-Cinergy Cincinnati for 1997. (Filed pursuant to Rule 104(b).) - - F-10 Item 6. Part III - Supplemental Information Regarding Compensation and Security Ownership of Officers and Directors of System Companies. - - H Organizational chart showing the relationship of PSI Energy Argentina, Midlands, and Copperbelt to other system companies. - - I-1 Audited Financial Statements of PSI Energy Argentina for the year ended December 31, 1997. - - I-2 Financial Statements for Midlands for the year ended December 31, 1997 (Filed pursuant to Rule 104(b).) ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (continued) - - J Response to Item 9, Part I (c) for Midlands. (Filed pursuant to Rule 104(b).) Copies of the documents listed below which are identified with an asterisk (*) have heretofore been filed with the SEC and are incorporated herein by reference and made a part hereof. Exhibits not so identified are filed herewith unless otherwise stated. EXHIBIT DESIGNATION NATURE OF EXHIBIT A-1 *Annual Report of Cinergy on Form 10-K for the year ended December 31, 1997. (File No. 1-11377.) A-2 *1998 Proxy Statement and 1997 Financial Report for the year ended December 31, 1997. (File No. 1-11377.) A-3 *Annual Report of CG&E on Form 10-K for the year ended December 31, 1997. (File No. 1-1232.) A-4 *Annual Report of PSI on Form 10-K for the year ended December 31, 1997. (File No. 1-3543.) A-5 *Annual Report of ULH&P on Form 10-K for the year ended December 31, 1997. (File No. 2-7793.) Note: During 1997, the following 16 companies amended their charters for the sole purpose of designating a new registered agent (copies of which are available upon request): PSI Energy Argentina, Inc. South Construction Company, Inc. Cinergy-Cadence, Inc. Cinergy Capital & Trading, Inc. Cinergy International, Inc. Cinergy Technology, Inc. PSI Argentina, Inc. Costanera Power Corp. PSI Power Resource Development, Inc. PSI Sunnyside, Inc. PSI T&D International, Inc. PSI Yacyreta, Inc. Lawrenceburg Gas Company The West Harrision Gas and Elecric Company Miami Power Corporation KO Transmission Company B-1 *Certificate of Incorporation of Cinergy. (Exhibit to Cinergy's 1993 Form 10-K in File No. 1-11377.) B-2 *By-laws of Cinergy as amended December 18, 1997 (Exhibit to Cinergy's 1997 Form 10-K in File No. 1-11377) ITEM 10. EXHIBITS (Continued) EXHIBIT DESIGNATION NATURE OF EXHIBIT B-3 *Amended Articles of Incorporation of CG&E effective October 23, 1996. (Exhibit to CG&E's September 30, 1996, Form 10-Q in File No. 1-1232.) B-4 *Regulations of CG&E as amended, adopted April 25, 1996. (Exhibit to CG&E's March 31, 1996, Form 10-Q, in File No. 1-1232.) B-5 *Amended Articles of Consolidation of PSI as amended April 20, 1995. (Exhibit to PSI's June 30, 1995, Form 10-Q in File No. 1-3543.) B-6 *Amendment to Article D of the Amended Articles of Consolidation of PSI Energy, Inc., effective July 10, 1997. (Exhibit to PSI's 1997 Form 10-K in File No. 1-3543) B-7 *By-laws of PSI as amended October 22, 1996. (Exhibit to PSI's September 30, 1996, Form 10-Q in File No. 1-3543.) B-8 *Restated Articles of Incorporation of ULH&P made effective May 7, 1976. (Exhibit to ULH&P's Form 8-K, May 1976, in File No. 2-7793.) B-9 *By-laws of ULH&P as amended, adopted May 8, 1996. (Exhibit to ULH&P's March 31, 1996, Form 10-Q in File No. 2-7793.) B-10 *Amendment to Restated Articles of Incorporation of ULH&P (Article Third) and Amendment to the By-Laws of ULH&P (Article 1), both effective July 24, 1997. (Exhibit to ULH&P's Form 10-K in File No. 2-7793.) B-11 *Articles of Incorporation of South Construction. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-12 *By-laws of South Construction. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-13 *Articles of Incorporation of PSI Energy Argentina. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-14 *By-laws of PSI Energy Argentina. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-15 *Certificate of Incorporation of Services. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-16 *By-laws of Services. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) ITEM 10. EXHIBITS (Continued) EXHIBIT DESIGNATION NATURE OF EXHIBIT B-17 *Articles of Incorporation of Miami as amended. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-18 *By-laws of Miami. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-19 *Articles of Incorporation of West Harrison as amended. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-20 *By-laws of West Harrison. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-21 *Articles of Incorporation of Lawrenceburg. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-22 *By-laws of Lawrenceburg. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-23 *Articles of Incorporation of Tri-State. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-24 *Regulations of Tri-State. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-25 *Articles of Incorporation of KO Transmission. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-26 *By-laws of KO Transmission. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-27 *Certificate of Incorporation of Investments. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-28 *By-laws of Investments. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-29 *Certificate of Incorporation of Cinergy Resources. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-30 *By-laws of Cinergy Resources. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-31 *Articles of Incorporation of Technology. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-32 *By-laws of Technology. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-33 *Articles of Incorporation of Argentina. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-34 *By-laws of Argentina. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) ITEM 10. EXHIBITS (Continued) EXHIBIT DESIGNATION NATURE OF EXHIBIT B-35 *Articles of Incorporation of Costanera. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-36 *By-laws of Costanera. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-37 *Articles of Incorporation of Cinergy International, Inc. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-38 Amended Articles of Incorporation of Cinergy International, Inc. (The sole purpose of the amendment was to change PSI International Inc.'s name to Cinergy International, Inc. Copies of the amended Articles of Incorporation are available upon request.) B-39 *By-laws of Cinergy International, Inc. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-40 *Articles of Incorporation of PSI Power Resource Development, Inc. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-41 *By-laws of PSI Power Resource Development, Inc. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-42 *Articles of Incorporation of Cinergy-Cadence, Inc. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-43 Amended Articles of Incorporation of Cinergy-Cadence, Inc. (The sole purpose of the amendment was to change PSI Power Resource Operations, Inc.'s name to Cinergy-Cadence, Inc. Copies of the amended Articles of Incorporation are available upon request.) B-44 *By-laws of Cinergy Cadence, Inc., (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-45 Item not used. B-46 Item not used. B-47 *Articles of Incorporation of PSI Sunnyside, Inc. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-48 *By-laws of PSI Sunnyside, Inc. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-49 *Articles of Incorporation of PSI T&D International, Inc. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-50 *By-laws of PSI T&D International, Inc. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) ITEM 10. EXHIBITS (Continued) EXHIBIT DESIGNATION NATURE OF EXHIBITS B-51 *Articles of Incorporation of PSI Yacyreta, Inc. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-52 *By-laws of PSI Yacyreta, Inc. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-53 *Amended Articles of Incorporation of Enertech. (Exhibit to Cinergy's Form U5S filed May 1, 1997.) B-54 *Regulations of Enertech. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-55 *Amended Articles of Incorporation of Capital & Trading. (Exhibit to Cinergy's Form U5S filed May 1, 1997.) B-56 *By-laws of Capital & Trading. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-57 *Certificate of Incorporation of Communications. (Exhibit to Cinergy's Form U5S filed May 1, 1997.) B-58 *By-laws of Communications. (Exhibit to Cinergy's Form U5S filed May 1, 1997.) B-59 *Certificate of Incorporation of Cinergy, UK. (Exhibit to Cinergy's Form U5S filed May 1, 1997.) B-60 *By-laws of Cinergy, UK. (Exhibit to Cinergy's Form U5S filed May 1, 1997.) B-61 *Articles of Association of Avon Energy Partners Holdings. (Exhibit to Cinergy's Form U5S filed May 1, 1997.) B-62 *Articles of Association of Avon Energy Partners PLC. (Exhibit to Cinergy's Form U5S filed May 1, 1997.) B-63 *Articles of Association of Midlands. (Exhibit to Cinergy's Form U5S filed May 1, 1997.) B-64 Certificate of Formation of Cadence Network LLC. B-65 Certificate of Formation of CinCap IV, LLC B-66 Articles of Incorporation of Cinergy Engineering, Inc. B-67 Regulations Of Cinergy Engineering, Inc. B-68 Certificate of Incorporation of Cinergy Global Power, Inc. (Formerly Cinergy Investments MPI, Inc.) B-69 By-laws Of Cinergy Global Power, Inc. ITEM 10. EXHIBITS (Continued) EXHIBIT DESIGNATION NATURE OF EXHIBITS B-70 Memorandum of Association of Cinergy MPI I, Inc. (Memorandums of Association of Cinergy MPI II, Inc. through Cinergy MPI XV, Inc. are identical to that of Cinergy MPI I, Inc. and will be furnished upon request.) B-71 Articles of Association of Cinergy MPI I, Inc. (Articles of Association of Cinergy MPI II, Inc. through Cinergy MPI XV, Inc. are identical to that of Cinergy MPI I, Inc. and will be furnished upon request.) B-72 Formation documents of MPII (Zambia) B.V. (At the time of the filing of this Form U5S for 1997, these documents were not available to Cinergy or its system companies. These documents will be submitted with the 1998 Form U5S.) B-73 Formation documents of Copperbelt Energy Corporation PLC. (At the time of the filing of this Form U5S for 1997, these documents were not available to Cinergy or its system companies. These documents will be submitted with the 1998 Form U5S.) B-74 Certificate of Incorporation on name change of MPI International Limited. B-75 Certificate of Incorporation of Cinergy Solutions, Inc. B-76 By-laws of Cinergy Solutions, Inc. B-77 Certificate of Formation of Trigen-Cinergy Solutions LLC. B-78 Articles of Organization of Trigen-Cinergy Solutions of Cincinnati. B-79 Certificate of Formation of Trigen Cinergy Solutions of Illinois L.L.C. C-1 *Original Indenture (First Mortgage Bonds) between CG&E and The Bank of New York (as successor Trustee) dated as of August 1, 1936. (Exhibit to CG&E's Registration Statement No. 2-2374.) C-2 *Tenth Supplemental Indenture between CG&E and The Bank of New York dated as of July 1, 1967. (Exhibit to CG&E's Registration Statement No. 2-26549.) C-3 *Eleventh Supplemental Indenture between CG&E and The Bank of New York dated as of May 1, 1969. (Exhibit to CG&E's Registration Statement No. 2-32063.) C-4 *Thirteenth Supplemental Indenture between CG&E and The Bank of New York dated as of November 1, 1971. (Exhibit to CG&E's Registration Statement No. 2-41974.) ITEM 10. EXHIBITS (Continued) EXHIBIT DESIGNATION NATURE OF EXHIBITS C-5 *Fourteenth Supplemental Indenture between CG&E and The Bank of New York dated as of November 2, 1972. (Exhibit to CG&E's Registration Statement No. 2-60961.) C-6 *Fifteenth Supplemental Indenture between CG&E and The Bank of New York dated as of August 1, 1973. (Exhibit to CG&E's Registration Statement No. 2-60961.) C-7 *Thirty-second Supplemental Indenture between CG&E and The Bank of New York dated as of December 15, 1991. (Exhibit to CG&E's Registration Statement No. 33-45115.) C-8 *Thirty-third Supplemental Indenture between CG&E and The Bank of New York dated as of September 1, 1992. (Exhibit to CG&E's Registration Statement No. 33-53578.) C-9 *Thirty-fourth Supplemental Indenture between CG&E and The Bank of New York dated as of October 1, 1993. (Exhibit to CG&E's September 30, 1993, Form 10-Q in File No. 1-1232.) C-10 *Thirty-fifth Supplemental Indenture between CG&E and The Bank of New York dated as of January 1, 1994. (Exhibit to CG&E's Registration Statement No. 33-52335.) C-11 *Thirty-sixth Supplemental Indenture between CG&E and The Bank of New York dated as of February 15, 1994. (Exhibit to CG&E's Registration Statement No. 33-52335.) C-12 *Thirty-seventh Supplemental Indenture between CG&E and The Bank of New York dated as of October 4, 1996. (Exhibit to Cinergy's 1996 Form 10-K in File No. 1-11377.) C-13 *Loan Agreement between CG&E and County of Boone, Kentucky dated as of February 1, 1985. (Exhibit to CG&E's 1984 Form 10-K in File No. 1-1232.) C-14 *Loan Agreement between CG&E and State of Ohio Air Quality Development Authority dated as of December 1, 1985. (Exhibit to CG&E's 1985 Form 10-K in File No. 1-1232.) C-15 *Loan Agreement between CG&E and State of Ohio Air Quality Development Authority dated as of December 1, 1985. (Exhibit to CG&E's 1985 Form 10-K in File No. 1-1232.) ITEM 10. EXHIBITS (Continued) EXHIBIT DESIGNATION NATURE OF EXHIBITS C-16 *Repayment Agreement between CG&E and The Dayton Power and Light Company dated as of December 23, 1992. (Exhibit to CG&E's 1992 Form 10-K in File No. 1-1232.) C-17 *Loan Agreement between CG&E and State of Ohio Water Development Authority dated as of January 1, 1994. (Exhibit to CG&E's 1993 Form 10-K in File No. 1-1232.) C-18 *Loan Agreement between CG&E and State of Ohio Air Quality Development Authority dated as of January 1, 1994. (Exhibit to CG&E's 1993 Form 10-K in File No. 1-1232.) C-19 *Loan Agreement between CG&E and County of Boone, Kentucky dated as of January 1, 1994. (Exhibit to CG&E's 1993 Form 10-K in File No. 1-1232.) C-20 *Original Indenture (Unsecured Debt Securities) between CG&E and The Fifth Third Bank dated as of May 15, 1995. (Exhibit to CG&E's Form 8-A dated July 24, 1995, in File No. 1-1232.) C-21 *First Supplemental Indenture between CG&E and The Fifth Third Bank dated as of June 1, 1995. (Exhibit to CG&E's June 30, 1995, Form 10-Q in File No. 1-1232.) C-22 *Second Supplemental Indenture between CG&E and The Fifth Third Bank dated as of June 30, 1995. (Exhibit to CG&E's Form 8-A dated July 24, 1995, in File No. 1-1232.) C-23 *Loan Agreement between CG&E and the State of Ohio Air Quality Development Authority dated as of September 13, 1995. (Exhibit to CG&E's September 30, 1995, Form 10-Q in File No. 1-1232.) C-24 *Loan Agreement between CG&E and the State of Ohio Air Quality Development Authority dated as of September 13, 1995. (Exhibit to CG&E's September 30, 1995, Form 10-Q in File No. 1-1232.) C-25 *Original Indenture (First Mortgage Bonds) dated September 1, 1939, between PSI and The First National Bank of Chicago, as Trustee (Exhibit A-Part 3 in File No. 70- 258), and LaSalle National Bank as successor Trustee (Supplemental Indenture dated March 30, 1984). C-26 *Nineteenth Supplemental Indenture between PSI and The First National Bank of Chicago dated January 1, 1972. (Exhibit to File No. 2-42545.) ITEM 10. EXHIBITS (Continued) EXHIBIT DESIGNATION NATURE OF EXHIBITS C-27 *Twenty-third Supplemental Indenture between PSI and The First National Bank of Chicago dated January 1, 1977. (Exhibit to File No. 2-57828.) C-28 *Twenty-fifth Supplemental Indenture between PSI and The First National Bank of Chicago dated September 1, 1978. (Exhibit to File No. 2-62543.) C-29 *Twenty-seventh Supplemental Indenture between PSI and The First National Bank of Chicago dated March 1, 1979. (Exhibit to File No. 2-63753.) C-30 *Thirty-fifth Supplemental Indenture between PSI and The First National Bank of Chicago dated March 30, 1984. (Exhibit to PSI's 1984 Form 10-K in File No. 1-3543.) C-31 *Thirty-ninth Supplemental Indenture between PSI and The First National Bank of Chicago LaSalle National Bank dated March 15, 1987. (Exhibit to PSI's 1987 Form 10-K in File No. 1-3543.) C-32 *Forty-first Supplemental Indenture between PSI and LaSalle National Bank dated June 15, 1988. (Exhibit to PSI's 1988 Form 10-K in File No. 1-3543.) C-33 *Forty-second Supplemental Indenture between PSI and LaSalle National Bank dated August 1, 1988. (Exhibit to PSI's 1988 Form 10-K in File No. 1-3543.) C-34 *Forty-fourth Supplemental Indenture between PSI and LaSalle National Bank dated March 15, 1990. (Exhibit to PSI's 1990 Form 10-K in File No. 1-3543.) C-35 *Forty-fifth Supplemental Indenture between PSI and LaSalle National Bank dated March 15, 1990. (Exhibit to PSI's 1990 Form 10-K in File No. 1-3543.) C-36 *Forty-sixth Supplemental Indenture between PSI and LaSalle National Bank dated June 1, 1990. (Exhibit to PSI's 1991 Form 10-K in File No. 1-3543.) C-37 *Forty-seventh Supplemental Indenture between PSI and LaSalle National Bank dated July 15, 1991. (Exhibit to PSI's 1991 Form 10-K in File No. 1-3543.) C-38 *Forty-eighth Supplemental Indenture between PSI and LaSalle National Bank dated July 15, 1992. (Exhibit to PSI's 1992 Form 10-K in File No. 1-3543.) ITEM 10. EXHIBITS (Continued) EXHIBIT DESIGNATION NATURE OF EXHIBITS C-39 *Forty-ninth Supplemental Indenture between PSI and LaSalle National Bank dated February 15, 1993. (Exhibit to PSI's 1992 Form 10-K in File No. 1-3543.) C-40 *Fiftieth Supplemental Indenture between PSI and LaSalle National Bank dated February 15, 1993. (Exhibit to PSI's 1992 Form 10-K in File No. 1-3543.) C-41 *Fifty-first Supplemental Indenture between PSI and LaSalle National Bank dated February 1, 1994. (Exhibit to PSI's 1993 Form 10-K in File No. 1-3543.) C-42 *Indenture (Secured Medium-term Notes, Series A), dated July 15, 1991, between PSI and LaSalle National Bank, as Trustee. (Exhibit to PSI's Form 10-K/A, Amendment No. 2, dated July 15, 1993, in File No. 1-3543.) C-43 *Indenture (Secured Medium-term Notes, Series B), dated July 15, 1992, between PSI and LaSalle National Bank, as Trustee. (Exhibit to PSI's Form 10-K/A, Amendment No. 2, dated July 15, 1993, in File No. 1-3543.) C-44 *Loan Agreement between PSI and the City of Princeton, Indiana dated as of November 7, 1996. (Exhibit to PSI's September 30, 1996, Form 10-Q in File No. 1-3543.) C-45 *Loan Agreement between PSI and the City of Princeton, Indiana dated as of February 1, 1997. (Exhibit to Cinergy's 1996 Form 10-K in File No. 1-11377.) C-46 *Indenture dated November 15, 1996, between PSI and The Fifth Third Bank, as Trustee. (Exhibit to Cinergy's 1996 Form 10-K in File No. 1-11377.) C-47 *First Supplemental Indenture (6.35% due 2006) dated November 15, 1996, between PSI and The Fifth Third Bank, as Trustee. (Exhibit to Cinergy's 1996 Form 10-K in File No. 1-11377.) C-48 *Second Supplemental Indenture (6.25% due 2005) dated December 15, 1996, between PSI and The Fifth Third Bank, as Trustee. (Exhibit to Cinergy's 1996 Form 10-K in File No. 1-11377.) C-49 *Third Supplemental Indenture dated as of March 15, 1998, between PSI and the Fifth Third Bank, as Trustee (Exhibit to PSI's 1997 Form 10-K in File No. 1-3543) C-50 *Original Indenture (First Mortgage Bonds) between ULH&P and The Bank of New York dated as of February 1, 1949. (Exhibit to ULH&P's Registration Statement No. 2-7793.) C-51 *Fifth Supplemental Indenture between ULH&P and The Bank of New York dated as of January 1, 1967. (Exhibit to CG&E's Registration Statement No. 2-60961.) ITEM 10. EXHIBITS (Continued) EXHIBIT DESIGNATION NATURE OF EXHIBITS C-52 *Seventh Supplemental Indenture between ULH&P and The Bank of New York dated as of October 1, 1973. (Exhibit to CG&E's Registration Statement No. 2-60961.) C-53 *Eighth Supplemental Indenture between ULH&P and The Bank of New York dated as of December 1, 1978. (Exhibit to CG&E's Registration Statement No. 2-63591.) C-54 *Thirteenth Supplemental Indenture between ULH&P and The Bank of New York dated as of August 1, 1992. (Exhibit to ULH&P's 1992 Form 10-K in File No. 2-7793.) C-55 *Original Indenture (Unsecured Debt Securities) between ULH&P and The Fifth Third Bank dated as of July 1, 1995. (Exhibit to ULH&P's June 30, 1995, Form 10-Q in File No. 2-7793.) C-56 *First Supplemental Indenture between ULH&P and The Fifth Third Bank dated as of July 15, 1995. (Exhibit to ULH&P's June 30, 1995, Form 10-Q in File No. 2-7793.) C-57 Original Indenture (First Mortgage Bonds) between Lawrenceburg and Star Bank, N.A. dated as of March 1, 1955. (Not filed herewith, pursuant to April 1996 discussion with the Chief Financial Analyst of the SEC's Office of Public Utility Regulation.) C-58 Seventh Supplemental Indenture between Lawrenceburg and Star Bank, N.A. dated as of October 1, 1986. (See preceding item.) C-59 *Agreement for Purchase and Sale of Assets, dated March 31, 1994, by and between Columbia Gas as Seller and KO Transmission as Buyer. (Exhibit to Cinergy's Form U5B filed January 23, 1995.) C-60 *Agreement for Purchase and Sale of Line AM-4, dated March 31, 1994, by and between Columbia Gas as Seller and KO Transmission as Buyer. (Exhibit to Cinergy's Form U5B filed January 23, 1995.) D-1 *Agreement between Cinergy and subsidiary companies for filing consolidated income tax returns and for allocation of consolidated income tax liabilities and benefits. (Exhibit to Cinergy's Form U5S filed May 1, 1997.) ITEM 10. EXHIBITS (Continued) EXHIBIT DESIGNATION NATURE OF EXHIBITS D-2 Schedule detailing reallocation of 1996 taxes in accordance with agreement filed as Exhibit D-1 (Filed pursuant to Rule 104(b).) F-1 Consent of Independent Public Accountants. F-2 Consolidating Financial Statements of Cinergy for 1997. F-3 Consolidating Financial Statements of CG&E for 1997. F-4 Consolidating Financial Statements of Investments for 1997. (Filed pursuant to Rule 104(b).) F-5 Consolidating Financial Statements of PSI for 1997. F-6 Consolidating Financial Statements of Avon Energy for 1997. (Filed pursuant to Rule 104(b).) F-7 Financial Statements for Cadence for 1997. (Filed pursuant to Rule 104(b).) F-8 Financial Statements for Trigen-Cinergy for 1997. (Filed pursuant to Rule 104(b).) F-9 Financial Statements for Trigen-Cinergy Cincinnati for 1997. (Filed pursuant to Rule 104(b).) F-10 Item 6. Part III - Supplemental Information Regarding Compensation and Security Ownership of Officers and Directors of System Companies. F-11 Classified plant accounts and related depreciation or amortization reserve schedules included in the FERC Form No. 1 of PSI. (Filed under cover of Form SE.) F-12 Classified plant accounts and related depreciation or amortization reserve schedules included in the FERC Form Nos. 1 and 2 of CG&E. (Filed under cover of Form SE.) F-13 Classified plant accounts and related depreciation or amortization reserve schedules included in the FERC Form Nos. 1 and 2 of ULH&P. (Filed under cover of Form SE.) F-14 Classified plant accounts and related depreciation or amortization reserve schedules included in the Annual Report of West Harrison to the Indiana Utility Regulatory Commission (IURC). (Filed under cover of Form SE.) F-15 Classified plant accounts and related depreciation or amortization reserve schedules included in the Annual Report of Lawrenceburg to the IURC. (Filed under cover of Form SE.) F-16 The FERC Form No. 2A for KO Transmission. (Filed under cover of Form SE.) ITEM 10. EXHIBITS (Continued) EXHIBIT DESIGNATION NATURE OF EXHIBITS F-17 The Annual Report of CoolCo to the Public Utilities Commission of Ohio. (Filed under cover of Form SE.) F-18 The Annual Report of Trigen-Cinergy Cincinnati to the Public Utilities Commission of Ohio. (Filed under cover of Form SE.) G Financial Data Schedules for Cinergy and Subsidiaries. (Included in electronic submission only.) H Organizational chart showing relationship of PSI Energy Argentina, Midlands, and Copperbelt to other system companies. I-1 Audited Financial Statements of PSI Energy Argentina for the year ended December 31, 1996. I-2 Financial Statements for Midlands for the year ended December 31, 1997 (Filed pursuant to Rule 104(b).) J Response to Item 9, Part I (c) for Midlands. (Filed pursuant to Rule 104(b).) SIGNATURE Each undersigned system company has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935. The signature of each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries. CINERGY CORP. By: /s/William L. Sheafer William L. Sheafer Vice President and Treasurer Date: April 30, 1998 EX-99 2 CINERGY 12/31/97 U5S REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To PSI Energy Argentina, Inc.: We have audited the accompanying balance sheets of PSI ENERGY ARGENTINA, INC. (an Indiana Corporation and a wholly owned subsidiary of PSI Energy, Inc.) as of December 31, 1997 and 1996, and the related statements of income, changes in common stock equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of PSI Energy Argentina, Inc. as of December 31, 1997 and 1996, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles. ARTHUR ANDERSEN LLP Cincinnati, Ohio, January 27, 1998
PSI Energy Argentina, Inc. Statements of Income (dollars in thousands) For the Year Ended December 31 1997 1996 Revenues Operator fee $ 169 $ 247 Consulting and engineering retainer 142 123 Dividends 824 376 Other 173 - ----------------- ----------------- 1,308 746 Operation expenses 102 99 ----------------- ----------------- Pre-tax income 1,206 647 Income taxes 453 106 ----------------- ----------------- Net income $ 753 $ 541 The accompanying notes are an integral part of these financial statements.
PSI Energy Argentina, Inc. Balance Sheet (dollars in thousands) December 31 ASSETS 1997 1996 Current Assets Accounts receivable from affiliated companies $ 1,916 $ 660 Prepayments and other 39 33 -------------- ------------ 1,955 693 Other Assets Investment in Distrilec Invesora, S.A., net 10,705 10,705 -------------- ------------ $ 12,660 $11,398 CAPITALIZATION Common Stock Equity Common stock - no par value; authorized shares - 100,000,000; outstanding shares - 100 in 1997 and 1996 $ - $ - Paid-in capital 10,705 10,705 Retained earnings 1,294 541 -------------- ------------ 11,999 11,246 Current Liabilities Accounts payable to affiliated companies 661 - Accrued taxes - 152 -------------- ------------ 661 152 -------------- ------------ $ 12,660 $11,398 The accompanying notes are an integral part of these financial statements.
PSI Energy Argentina, Inc. Statements of Changes in Common Stock Equity (dollars in thousands) Balance at December 31, 1995 $ 10,705 Retained earnings Net income 541 ----------------- Balance at December 31, 1996 11,246 Retained earnings Net income 753 ----------------- Balance at December 31, 1997 $ 11,999 The accompanying notes are an integral part of these financial statements.
PSI Energy Argentina, Inc. Statements of Cash Flows (dollars in thousands) For the Year Ended December 31 1997 1996 Operating Activities Net income $ 753 $ 541 Items providing (using) cash currently: Changes in current assets/liabilities Accounts receivable (1,256) (660) Accounts payable 661 - Accrued taxes (152) 152 Other items-net (6) (33) ----------------- ----------------- Net cash provided by (used in) operating activities - - Net increase (decrease) in cash and temporary - - cash investments Cash and temporary investments at beginning of period - - ----------------- ----------------- Cash and temporary investments at end of period $ - $ - The accompanying notes are an integral part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS 1. Summary of Significant Accounting Policies (a) Nature of Operations PSI Energy Argentina, Inc. (PSI Energy Argentina or Company) is a foreign utility company under the Public Utility Holding Company Act of 1935 (PUHCA). PSI Energy Argentina is an Indiana corporation that was formed to invest in foreign utility companies. The Company and its parent, PSI Energy, Inc. (PSI), an Indiana electric utility, are subsidiaries of Cinergy Corp. (Cinergy), a registered holding company under the PUHCA. As of December 31, 1997, PSI Energy Argentina holds a 2% interest in Distrilec Invesora, S.A. (Distrilec). Distrilec, as a member of a multinational consortium, owns a 51% interest in Empresa Distribuidora Sur S.A. (Edesur), an electric-distribution network serving the southern half of the city of Buenos Aires, Argentina. Distrilec also acts as the operator of Edesur. Distrilec acquired its 51% interest in connection with the privatization of electric generation and distribution assets in Argentina. Pursuant to the privatization process, the Argentine government retained 39% of the shares for subsequent sale and distributed 10% of the shares to Edesur employees. In late 1995, the Argentine government sold its remaining 39% ownership interest at book value to others. The Company has entered into an agreement with the other shareholders of Distrilec regarding the distribution to the shareholders of the operator fees earned by Distrilec. The term of this agreement extends through August 31, 2007. The Argentine government had placed a five-year restriction on the sale of Edesur stock, requiring the Company to hold its investment until at least September 1, 1997, unless special approval is obtained from the Argentine government. (b) Basis of Accounting PSI Energy Argentina uses the cost method to account for its investment in Distrilec. Currently, the shares of Edesur are not publicly traded. (c) Management's Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. Estimates are also required with respect to the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (See Note 2.) (d) Income Taxes PSI Energy Argentina complies with the provisions of Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes (Statement 109). Statement 109 requires recognition of deferred tax assets and liabilities for the expected future tax consequences of existing differences between the financial reporting and tax reporting bases of assets and liabilities. As of December 31, 1997 and 1996, there were no deferred tax assets or liabilities required or recorded. Federal income taxes, computed by applying the statutory Federal income tax rate to pre-tax income are reconciled to income tax expense reported in the Statements of Income as follows: 1997 1996 (in thousands) Statutory Federal income tax provision $422.2 $226.4 Increases (Reductions) in taxes resulting from: State income taxes (net of Federal benefit) 35.2 19.1 Change in valuation allowance - (139.5) Other (4.7) - ------ ------ Income tax expense $452.7 $106.0 During 1996, the Company utilized all of its remaining net operating loss carryforwards for both Federal and state tax purposes. PSI Energy Argentina will participate in the filing of a consolidated Federal income tax return with Cinergy, and other affiliated companies. The current tax liability is allocated among the members of the group pursuant to a tax sharing agreement consistent with Rule 45(c) of the PUHCA. (e) Consulting and Engineering Retainer The Company has entered into an agreement with Edesur under which the Company may provide consulting and engineering services to Edesur. Under this agreement, the Company receives retainer fees, as well as project fees for any services provided. Through December 31, 1997, the Company has not provided any services under the agreement. (f) Administrative, Management, and Support Services The Company receives certain administrative, management, and support services from affiliate companies. These services are immaterial and are not reflected in the financial statements. 2. Commitments The Company is committed to invest up to $12 million in Distrilec. The Company does not anticipate making any future cash payments but could incur a liability to invest an additional $2 million in the event that the operations of Distrilec require additional capital. EX-99 3 CADENCE NETWORK LLC CERT OF FORMATION CERTIFICATE OF FORMATION OF CADENCE NETWORK LLC The undersigned, being natural persons of age eighteen years or more, acting as organizers of a limited liability company under the Delaware Limited Liability Company Act (as the same may be amended from time to time, the "Act"), adopt, pursuant to Section 18-201 of the Act, the following Certificate of Formation for such limited liability company (the "Company"): ARTICLE I NAME The name of the Company shall be: Cadence Network LLC. ARTICLE II REGISTERED OFFICE, REGISTERED AGENT The initial registered office of the Company shall be: c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, or such other location as the Parties by mutual consent shall determine. The initial registered agent of the Company shall be: The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, or such other location as the Parties by mutual consent shall determine. Either the registered officer or the registered agent may be changed in the manner provided by law. ARTICLE III PERIOD OF DURATION The Company shall exist until dissolved according to law or by the terms of the Company's Operating Agreement. ARTICLE IV POWERS Except as restricted by this Certificate of Formation, the Company shall have any may exercise all powers and rights which a limited liability company may exercise legally pursuant to the Act. ARTICLE V AMENDMENTS The Company reserves the right to amend its Certificate of Formation from time to time in accordance with the Act, provided, that the unanimous approval of the members of the Company to such amendment has been duly obtained. ARTICLE VI ADOPTION OF OPERATING AGREEMENT The initial Operating Agreement of the Company (the "Operating Agreement") shall be adopted by its members. The Operating Agreement may contain any provisions for the regulation and management of the affairs of the Company not inconsistent with law or this Certificate of Formation. The undersigned does hereby certify, make and acknowledge this Certificate of Formation on this 2nd day of September, 1997. CINERGY-CADENCE, INC. -------------------------------- William J. Grealis President NEW CENTURY-CADENCE, INC. ------------------------------- Wayne H. Brunetti Chief Executive Officer PROGRESS HOLDINGS, INC. By: ___________________________ James V. Smallwood Vice President EX-99 4 CINCAP IV, LLC CERTIFICATE OF FORMATION CERTIFICATE OF FORMATION OF CINCAP IV, LLC The undersigned, being a natural person of age eighteen years or more, acting as organizer of a limited liability company under the Delaware Limited Liability Company Act (as the same may be amended from time to time, the "Act"), adopts, pursuant to Section 18-201 of the Act, the following Certificate of Formation for such limited liability company (the "Company"): ARTICLE I NAME The name of the Company shall be: CinCap IV, LLC. ARTICLE II REGISTERED OFFICE, REGISTERED AGENT The initial registered office of the Company shall be: c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, or such other location as the Parties by mutual consent shall determine. The initial registered agent of the Company shall be: c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, or such other location as the Parties by mutual consent shall determine. Either the registered officer or the registered agent may be changed in the manner provided by law. ARTICLE III PERIOD OF DURATION The Company shall exist until dissolved according to law or by the terms of the Company's Operating Agreement. ARTICLE IV POWERS Except as restricted by this Certificate of Formation, the Company shall have any may exercise all powers and rights which a limited liability company may exercise legally pursuant to the Act. The undersigned does hereby certify, make and acknowledge this Certificate of Formation on this 3rd day of December, 1997. CINERGY CAPITAL & TRADING, INC. By: ________________________________ J. Wayne Leonard President EX-3.(II).66 5 CINERGY ENGINEERING INC. ART. OF INCORP. ARTICLES OF INCORPORATION OF CINERGY ENGINEERING, INC. The undersigned, desiring to form a corporation for profit under Sections 1701.01 et seq. of the Ohio Revised Code, does hereby certify: FIRST: The name of the corporation shall be Cinergy Engineering, Inc. (the "Corporation"). SECOND: The principal office of the Corporation in the State of Ohio is to be located in the City of Cincinnati, County of Hamilton. THIRD: The purpose for which the Corporation is formed is to engage in any lawful act or activity for which corporations may be formed under the General Corporation Law of the State of Ohio. FOURTH: The number of shares which the Corporation is authorized to have outstanding is Eight Hundred and Fifty (850), all of which shall be common shares without par value. FIFTH: To the extent permitted by law the Corporation may, from time to time, pursuant to authorization of the Board of Directors and without action by the shareholders, purchase or otherwise acquire shares of any class, bonds, debentures, notes, script, warrants, obligations, evidences of indebtedness, or other securities of the Corporation (or any other corporation) in such manner, upon such terms, and in such amounts as the Board of Directors may determine. SIXTH: No transaction between the Corporation and any other corporation shall in any way be affected or invalidated by the fact that any director of the Corporation has an interest in such other corporation, including being a director or officer of such corporation, provided that the fact that the interest exists shall be disclosed or shall have been known to the Board of Directors, or a majority thereof; any director of the Corporation who has such an interest may be counted in determining the existence of a quorum at any meeting of the Board of Directors of the Corporation which shall authorize such transactions, and may vote thereat to authorized such transaction, with like force and effect as if he were not so interested. SEVENTH: No holders of shares of the Corporation shall have any pre-emptive right to subscribe for or to purchase any shares of the Corporation of any class, whether such shares or such class be now or hereafter authorized. EIGHTH: Any amendment hereto, including any that could be adopted by the Board of Directors of this Corporation, may be adopted at a meeting of shareholders held for such purpose by the affirmative note of the holders of shares entitled to exercise a majority of the voting power of the Corporation on such proposal. IN WITNESS WHEREOF, the undersigned has executive these Articles this 28th day of March, 1997. - ------------------- Rosemary E. Grieme Incorporator EX-99 6 CINERGY ENGINEERING INC. REGULATIONS REGULATIONS OF CINERGY ENGINEERING, INC. Adopted: March 28, 1997 TABLE OF CONTENTS ARTICLE I Offices Section 1.1. Offices. ARTICLE II Shareholders' Meetings Section 2.1. Annual Meeting. Section 2.2. Notice of Annual Meeting. Section 2.3. Special Meetings. Section 2.4. Notice of Special Meeting. Section 2.5. Waiver of Notice. Section 2.6. Quorum. Section 2.7. Voting. Section 2.8. Written Consent of Shareholders in Lieu of Meeting. ARTICLE III Directors Section 3.1. Duties and Powers. Section 3.2. Number and Election of Directors. Section 3.3. Vacancies. Section 3.4. Meetings. Section 3.5. Quorum. Section 3.6. Actions of Board. Section 3.7. Meetings by Means of Conference Telephone. Section 3.8. Committees. Section 3.9. Compensation. Section 3.10. Contracts and Transactions Involving Directors. ARTICLE IV Officers Section 4.1. Officers. Section 4.2. Appointment, Terms, and Vacancies. Section 4.3. Chairman of the Board. Section 4.4. Chief Executive Officer. Section 4.5. President. Section 4.6. Vice Presidents. Section 4.7(a). Secretary. Section 4.7(b). Assistant Secretaries. Section 4.8. Treasurer. Section 4.9. Comptroller. Section 4.10. Other Officers. ARTICLE V Capital Stock Section 5.1. Form and Execution of Certificates. Section 5.2. Signatures. Section 5.3. Lost Certificates. Section 5.4. Transfers. Section 5.5. Record Date. Section 5.6. Beneficial Ownership Rights. ARTICLE VI Notices Section 6.1. Notices. Section 6.2. Waivers of Notice. ARTICLE VII General Provisions Section 7.1. Dividends. Section 7.2. Disbursements. Section 7.3. Voting Securities Owned by the Corporation. Section 7.4. Fiscal Year. Section 7.5. Corporate Seal. ARTICLE VIII Indemnification Section 8.1. Power to Indemnify in Actions, Suits or Proceedings Other than Those By or in the Right of the Corporation. Section 8.2. Power to Indemnify in Actions, Suits or Proceedings By or in the Right of the Corporation. Section 8.3. Authorization of Indemnification. Section 8.4. Good Faith Defined. Section 8.5. Indemnification by a Court. Section 8.6. Expenses Payable in Advance. Section 8.7. Nonexclusivity of Indemnification and Advancement of Expenses. Section 8.8. Insurance. Section 8.9. Certain Definitions. Section 8.10. Survival of Indemnification and Advancement of Expenses. Section 8.11. Limitation on Indemnification. Section 8.12. Indemnification of Employees and Agents. ARTICLE IX Amendments Section 9.1. Amendments. ARTICLE X Emergency Regulations Section 10.1. Emergency Regulations. Regulations Of Cinergy Engineering, Inc. (hereinafter called the "Corporation") ARTICLE I Offices Section 1.1. Offices. The principal office of the Corporation shall be at 139 East Fourth Street, Cincinnati, Ohio 45202 (to the extent not otherwise provided in the Corporation's Articles of Incorporation). The Corporation may have such other offices at such other places as the Board of Directors may from time to time determine, or as the business of the Corporation may require. ARTICLE II Shareholders' Meetings Section 2.1. Annual Meeting. The annual meeting of the shareholders may be held at such place, time, and date designated by the Board of Directors for the election of directors, the consideration of the reports to be laid before the meeting, and the transaction of such other business as may be brought before the meeting. Section 2.2. Notice of Annual Meeting. Notice of the annual meeting shall be given in writing to each shareholder entitled to vote thereat, at such address as appears on the records of the Corporation at least ten (10) days and not more than forty-five (45) days prior to the meeting. Section 2.3. Special Meetings. Special meetings of the shareholders may be called at any time by the Chairman of the Board, the Chief Executive Officer, or the President, or by a majority of the members of the Board of Directors acting with or without a meeting, or by the persons who hold in the aggregate the express percentage, as provided by statute, of all shares outstanding and entitled to vote thereat, upon notice in writing, stating the time, place and purpose of the meeting. Business transacted at all special meetings shall be confined to the objects stated in the call. Section 2.4. Notice of Special Meeting. Notice of a special meeting, in writing, stating the time, place and purpose thereof, shall be given to each shareholder entitled to vote thereat, at least twenty (20) days and not more than forty-five (45) days prior to the meeting. Section 2.5. Waiver of Notice. Notice of the time, place and purpose of any meeting of shareholders may be waived by the written assent of every shareholder entitled to notice, filed with or entered upon the records of the meeting, either before or after the holding thereof. Section 2.6. Quorum. The holders of shares entitling them to exercise a majority of the voting power, or, if the vote is to be taken by classes, the holders of shares of each class entitling them to exercise a majority of the voting power of that class, present in person or by proxy at any meeting of the shareholders, unless otherwise specified by statute, shall constitute a quorum. If, however, at any meeting of the shareholders, a quorum shall fail to attend in person or by proxy, a majority in interest of the shareholders attending in person or by proxy at the time and place of such meeting may adjourn the meeting from time to time without further notice (unless the meeting has been adjourned for over thirty days), other than by announcement at the meeting at which such adjournment is taken, until a quorum is present. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting originally called. Section 2.7. Voting. At each meeting of the shareholders, except as otherwise provided by statute or the Articles of Incorporation, every holder of record of stock of the class or classes entitled to vote at such meeting shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such shareholder and bearing a date, not later than such time as expressly provided by statute, prior to said meeting unless some other definite period of validity shall be expressly provided therein. Each shareholder shall have one (1) vote for each share of stock having voting power, registered in his or her name on the books of the Corporation, at the date fixed for determination of persons entitled to vote at the meeting or, if no date has been fixed, then as expressly provided by statute. (e.g., either the date of the meeting, the date next proceeding the day of the meeting, or any such similar governing time frame). Cumulative voting shall be permitted only as expressly provided by statute. At any meeting of shareholders, a list of shareholders entitled to vote, alphabetically arranged, showing the number and classes of shares held by each on the date fixed for closing the books against transfers or the record date fixed as hereinbefore provided (or if no such date has been fixed, then as hereinbefore stated as expressly provided by statute) shall be produced on the request of any shareholder, and such list shall be prima facie evidence of the ownership of shares and of the right of shareholders to vote, when certified by the Secretary or by the agent of the Corporation having charge of the transfer of shares. Section 2.8. Written Consent of Shareholders in Lieu of Meeting. Any action required or permitted by statute, the Articles of Incorporation, or these Regulations, to be taken at any annual or special meeting of shareholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a written consent in lieu of a meeting, setting forth the action so taken, shall be signed by all the shareholders entitled to vote thereon. Any such written consent may be given by one or any number of substantially concurrent written instruments of substantially similar tenor signed by such shareholders, in person or by attorney or proxy duly appointed in writing, and filed with the records of the Corporation. Any such written consent shall be effective as of the effective date thereof as specified therein. ARTICLE III Directors Section 3.1. Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not, by statute, the Articles of Incorporation, or these Regulations, directed or required to be exercised or done by the shareholders. Section 3.2. Number and Election of Directors. The Board of Directors shall consist of not less than three nor more than fifteen members, the exact number of which shall be fixed by the Board of Directors. Directors shall be elected annually by shareholders at their annual meeting, in a manner consistent with statute and as provided in Article II, Section 2.8 of these Regulations, and each director so elected shall hold office until his/her successor is duly elected and qualifies, or until his/her earlier resignation or removal. Any director may resign at any time upon notice to the Corporation. Directors need not be shareholders and shall fulfill the residency requirements as and if provided by statute. Any director may be removed at any time with or without cause by a majority vote of the shareholders, unless otherwise provided by statute. Section 3.3. Vacancies. Vacancies and newly created directorships, resulting from any increase in the authorized number of directors, may be filled by a majority of the directors then in office, and the directors so chosen shall hold office for the unexpired term of the predecessor and/or until the next annual meeting of shareholders, and until their successors are duly elected and qualify, or until their earlier resignation or removal. Section 3.4. Meetings. Regular meetings of the Board of Directors may be held at such time, place, and upon such notice as the Board of Directors may from time to time determine. Special meetings of the Board of Directors may be called by the Chairman of the Board, the Chief Executive Officer, the President, or by members of the board (the express percentage of the latter as minimally provided for by statute). Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail (not less than forty-eight (48) hours before the date of the meeting), by telephone or telegram (on twenty-four (24) hours' notice) or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances. Section 3.5. Quorum. Except as may be otherwise specifically provided for by statute, the Articles of Incorporation or these Regulations, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 3.6. Actions of Board. Unless otherwise provided by the Articles of Incorporation of the Corporation or these Regulations, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee(s) thereof, may be taken without a meeting, if all the members of the Board of Directors, or of such committee(s), as the case may be, consent thereto in writing, and the writing(s) is filed with the minutes of proceedings of the Board of Directors, or of such committee(s), of the Corporation. Any such written consent to action of the Board of Directors, or of such committee(s), shall be effectuated by the signature of the member lastly consenting thereto in writing, unless the consent otherwise specified a prior or subsequent effective date. Section 3.7. Meetings by Means of Conference Telephone. Unless otherwise provided by the Articles of Incorporation of the Corporation or these Regulations, members of the Board of Directors, or any committee(s) thereof, may participate in a meeting of the Board of Directors, or of such committee(s), as the case may be, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.7 shall constitute presence in person at such meeting. Section 3.8. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate, from time to time as they may see fit, one or more committees, each such committee to consist of three or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent allowed by statute and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. Each committee shall keep regular minutes and report to the Board of Directors when required. Section 3.9. Compensation. Each director of the Corporation (other than directors who are salaried officers of the Corporation or any of its affiliates) shall be entitled to receive as compensation for services such reasonable compensation, which may include pension, disability and death benefits, as may be determined from time to time by the Board of Directors. Reasonable compensation may also be paid to any person other than a director officially called to attend any such meeting. Section 3.10. Contracts and Transactions Involving Directors. No contract or transac tion between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his/her or their votes are counted for such purpose if: (i) the material facts as to his/her or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to his/her or their relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the shareholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. ARTICLE IV Officers Section 4.1. Officers. The officers of the Corporation shall consist of a President, a Secretary, and a Treasurer, and may consist of a Chairman of the Board, a Chief Executive Officer, a Comptroller, one or more Vice Presidents, one or more Assistant Secretaries, and such other officers as the board shall from time to time deem necessary. Any number of offices may be held by the same person, unless otherwise prohibited by statute, the Articles of Incorporation, or these Regulations. Section 4.2. Appointment, Terms, and Vacancies. The Board of Directors, at its first meeting held after each annual meeting of shareholders of the Corporation (i.e., the annual organization meeting of the Board of Directors), shall appoint the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board, and such officers shall hold office until their successors are chosen and shall qualify, or until their earlier resignation or removal from office. Any officer appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the board. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. Section 4.3. Chairman of the Board. The Chairman of the Board, if there be one, shall be a director and shall preside at all meetings of the Board of Directors and, in the absence or incapacity of the Chief Executive Officer and the President, meetings of the shareholders, and shall, subject to the board's direction and control, be the board's representative and medium of communication, and shall have the general powers and duties as are incident to the office of Chairman of the Board of a corporation. Section 4.4. Chief Executive Officer. The Chief Executive Officer, if there be one, shall preside at all meetings of the shareholders and, in the absence or incapacity of the Chairman of the Board, meetings of the Board of Directors. The Chief Executive Officer shall from time to time report to the Board of Directors all matters within his or her knowledge which the interests of the Corporation may require be brought to their notice. Where the offices of Chief Executive Officer and President are held by different individuals, the President will report directly to the Chief Executive Officer. Section 4.5. President. The President shall be the chief operating officer of the Corporation, and shall have general and active management and direction of the affairs of the Corporation, shall have supervision of all departments and of all officers of the Corporation, shall see that the orders and resolutions of the Board of Directors, or of any committee(s) thereof, are carried fully into effect, and shall have the general powers and duties of supervision and management as are incident to the office of President of a corporation. In the absence or incapacity of the Chief Executive Officer, the President also shall be the chief executive officer of the Corporation. Section 4.6. Vice Presidents. The Vice Presidents shall perform such duties as the Board of Directors shall from time to time require. In the absence or incapacity of the President, the Vice President designated by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, or the President shall exercise the powers and duties of the President. Section 4.7(a). Secretary. The Secretary shall attend all meetings of the Board of Directors and of the shareholders of the Corporation, and act as clerk thereof, and record all votes and the minutes of all proceedings in a book to be kept for that purpose, shall record all written business transactions, shall perform like duties for the standing committees when required, and shall have the general powers and duties as are incident to the office of Secretary of a corporation. The Secretary shall give, or cause to be given, proper notice of all meetings of the shareholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, or the President. The Secretary shall have custody of the seal, if there be one, of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. (The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his/her signature). The Secretary shall see that all books, reports, statements, certificates and other documents and records required by statute to be kept or filed are properly kept or filed, as the case may be. Section 4.7(b). Assistant Secretaries. At the request of the Secretary, or in his or her absence or incapacity to act, the Assistant Secretary or, if there be more than one, the Assistant Secretary designated by the Secretary, shall perform the duties of the Secretary and when so acting shall have all the powers of and be subject to all the restrictions of the Secretary. The Assistant Secretaries shall perform such other duties as may from time to time be assigned to them by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, the President, or the Secretary. Section 4.8. Treasurer. The Treasurer shall be the financial officer of the Corporation, shall keep full and accurate accounts of all collections, receipts and disbursements in books belonging to the Corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors, shall disburse the funds of the Corporation as may be ordered by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, or the President, taking proper vouchers therefor, and shall render to the President, the Chief Executive Officer, the Chairman of the Board, and/or directors at any meeting of the board, or whenever they may require it, and to the annual meeting of the shareholders, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation, and shall have the general powers and duties as are incident to the office of Treasurer of a corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in a form and in such sum with surety as shall be satisfactory to the Board of Directors for the faithful performance of his or her duties as Treasurer and for the restoration to the Corporation, in the case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession, or under his or her control, and belonging to the Corporation. The Treasurer shall perform such other duties as may be prescribed by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, or the President. Section 4.9. Comptroller. The Comptroller shall have control over all accounts and records of the Corporation pertaining to moneys, properties, materials and supplies, and shall have executive direction over the bookkeeping and accounting functions and shall have the general powers and duties as are incident to the office of comptroller of a corporation. The Comptroller shall perform such other duties as may be prescribed by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, the President, or a Vice President. Section 4.10. Other Officers. Such other officers of the Corporation as the Board of Directors may appoint shall perform such duties and have such powers as from time to time may be assigned to them by the board. The Board of Directors may delegate to any other officer of the Corporation the power to appoint such other officers and to prescribe their respective duties and powers. ARTICLE V Capital Stock Section 5.1. Form and Execution of Certificates. The certificates for shares of the capital stock of the Corporation shall be of such form and content, not inconsistent with statute and the Articles of Incorporation, as shall be approved by the Board of Directors. Every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the Corporation, by (i) either the Chairman of the Board, the Chief Executive Officer, the President or a Vice President and (ii) by any one of the following officers: the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. All certificates shall be consecutively numbered in each class of shares. The name and address of the person owning the shares represented thereby, with the number of shares and the date of issue, shall be entered on the Corporation's books. Section 5.2. Signatures. Any or all of the signatures on a certificate may be a facsimile thereof. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he/she were such officer, transfer agent or registrar at the date of issue. Section 5.3. Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his/her legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. Section 5.4. Transfers. The capital stock of the Corporation shall be transferable in the manner provided by statute and in these Regulations. Transfers of shares shall be made on the books of the Corporation only by the person named in the certificate or by his/her attorney lawfully constituted in writing and upon the surrender of the certificate therefor, which shall be canceled before a new certificate shall be issued. Section 5.5. Record Date. In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or enti tled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Section 5.6. Beneficial Ownership Rights. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by statute. ARTICLE VI Notices Section 6.1. Notices. Whenever written notice is required by statute, the Articles of Incorporation, or these Regulations to be given to any director, member of a committee, or shareholder, such notice may be given by mail, addressed to each such person, at his/her address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail, or as otherwise provided by statute. Written notice may also be given personally or by telegram, telex or cable. Section 6.2. Waivers of Notice. Whenever any notice is required by statute, the Articles of Incorporation, or these Regulations to be given to any director, member of a committee, or shareholder, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE VII General Provisions Section 7.1. Dividends. Dividends upon the capital stock of the Corporation, subject to any provision imposed by the Articles of Incorporation, may be declared by the Board of Directors at any regular or special meeting, or by written consent to the action of the board without such meeting(s), and may be paid in cash, in property, or in shares of the capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve. Section 7.2. Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. Section 7.3. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chief Executive Officer, the President, any Vice President, the Secretary, or any Assistant Secretary, and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons. Section 7.4. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first day of December each year. Section 7.5. Corporate Seal. The seal of the Corporation (if there be one) shall have inscribed thereon the name of the Corporation, the year of its incorporation, the words "Corporate Seal" and "Ohio", and any such other emblem or device as approved by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. ARTICLE VIII Indemnification Section 8.1. Power to Indemnify in Actions, Suits or Proceedings Other than Those By or in the Right of the Corporation. Subject to Section 8.3 of this Article VIII, the Corporation shall indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he/she is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director or officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding, if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful. Section 8.2. Power to Indemnify in Actions, Suits or Proceedings By or in the Right of the Corporation. Subject to Section 8.3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threat ened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he/she is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his/her duty to the Corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Section 8.3. Authorization of Indemnification. Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he/she has met the applicable standard of conduct set forth in Section 8.1 or Section 8.2 of this Article VIII, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the shareholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he/she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him/her in connection therewith, without the necessity of authorization in the specific case. Any determination made by the disinterested directors or by independent legal counsel under this section shall be promptly communicated to the person who threatened or brought the action or suit by or in the right of the Corporation under Section 8.1 and 8.2 of this Article VIII, and, within ten days after receipt of such notification, such persons shall have the right to petition the court (at courts' discretion) in which such action or suit was brought to review the reasonableness of such determination. Section 8.4. Good Faith Defined. For purposes of any determination under Section 8.3 of this Article VIII, a person shall be deemed to have acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his/her conduct was unlawful, if his/her action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him/her by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant, or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term "another enterprise" as used in this Section 8.4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 8.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 8.1 or 8.2 of this Article VIII, as the case may be. Section 8.5. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 8.3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Ohio for indemnification to the extent otherwise permissible under Sections 8.1 and 8.2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he/she has met the applicable standards of conduct set forth in Sections 8.1 or 8.2 of this Article VIII, as the case may be. Neither a contrary determination in the specific case under Section 8.3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 8.5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application. Section 8.6. Expenses Payable in Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he/she is not entitled to be indemnified by the Corporation as authorized in this Article VIII. Section 8.7. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any other provision of these Regulations, or similarly entitled under any agreement, contract, vote of shareholders or disinterested directors, or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 8.1 and 8.2 of this Article VIII shall be made to the fullest extent permitted by statute. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Sections 8.1 or 8.2 of this Article VIII, but whom the Corporation has the power or obligation to indemnify under the provisions of statute of the State of Ohio, or otherwise. Section 8.8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not the Corporation would have the power or the obligation to indemnify him/her against such liability under the provisions of this Article VIII. Section 8.9. Certain Definitions. For purposes of this Article VIII, references to "the Corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as he/she would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VIII, references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he/she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation", as referred to in this Article VIII. Section 8.10. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. Section 8.11. Limitation on Indemnification. Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 8.5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation. The Corporation shall indemnify a director who was wholly successful, on merits or otherwise, in the defense of any proceedings to which he/she was a party because he/she was a director of the Corporation against reasonable expenses incurred by him/her in connection with the proceeding. Section 8.12. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indem nification and to the advancement of expenses to employees and agents of the Corporation, similar to those conferred in this Article VIII to directors and officers of the Corporation. ARTICLE IX Amendments Section 9.1. Amendments. These Regulations may be altered, amended or repealed, in whole or in part, or new Regulations may be adopted: (i) by the affirmative vote of a majority of the holders of record of the outstanding shares entitled to vote thereon, or by the written consent of the holders of record of a two-thirds majority of the outstanding shares entitled to vote thereon, except as such alteration, amendment or repeal by any vote or written consent of the shareholders is otherwise expressly prohibited by statute; or (ii) by a majority vote of the Board of Directors, or by unanimous written consent of the board, except as such alteration, amendment or repeal by any vote or action of the board is otherwise expressly prohibited by statute. ARTICLE X Emergency Regulations Section 10.1. Emergency By-Laws. The Emergency Regulations shall be operative during any emergency in the conduct of the business of the Corporation resulting from an attack on the United States or on a locality in which the Corporation conducts its business or customarily holds meetings of its Board of Directors or its shareholders, or during any nuclear or atomic disaster, or during the existence of any catastrophe, or similar emergency condition, as a result of which a quorum of the Board of Directors or a standing committee thereof cannot readily be convened for action, notwithstanding any provision to the contrary in the preceding Regulations, in the Articles of Incorporation, or in the statute. To the extent not inconsistent with the provisions of this Section 10.1, the Regulations of the Corporation shall remain in effect during any emergency, and upon its termination, the Emergency Regulations shall cease to be operative. Any amendments to these Emergency Regulations may make any further or different provision that may be practical and necessary for the circumstance of the emergency. During any such emergency: (A) a meeting of the Board of Directors or a committee thereof may be called by any officer or director of the Corporation. Notice of the time and place of the meeting or conference call shall be given by the person calling the meeting to such of the directors as it may be feasible to reach by any means of communication. Such notice shall be given at such time in advance of the meeting as circumstances permit in the judgment of the person calling the meeting; (B) the director or directors in attendance at the meeting shall constitute a quorum; (C) the officers or other persons designated on a list approved by the Board of Directors before the emergency, all in such order of priority and subject to such conditions and for such period of time (not longer than reasonably necessary after the termination of the emergency) as may be provided in the resolution approving the list, shall, to the extent required to provide a quorum at any meeting of the Board of Directors, be deemed the directors for such meeting; (D) the Board of Directors, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during such emergency any or all officers or agents of the Corporation shall for any reason be rendered incapable of discharging their duties; (E) the Board of Directors, either before or during any such emergency, may, effective in the emergency, change the head office or designate several alternative head offices or regional offices, or authorize the officers so to do; and (F) to the extent required to constitute a quorum at any meeting of the Board of Directors during such an emergency, the officers of the Corporation who are present shall be deemed, in order of rank and within the same rank in order of seniority, the directors for such meeting. No officer, director or employee acting in accordance with any provision of these Emergency Regulations shall be liable except for willful misconduct. These Emergency Regulations shall be subject to alteration, amendment or repeal by the further actions of the Board of Directors or shareholders of the Corporation. EX-99 7 CINERGY INVESTMENTS MPI INC CERT OF INCORP CERTIFICATE OF INCORPORATION OF CINERGY INVESTMENTS MPI, INC. FIRST: The name of the Corporation is Cinergy Investments MPI, Inc. (hereinafter the "Corporation"). SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at that address is The Corporation Trust Company. THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the "GCL"). FOURTH: The total number of shares of stock which the Corporation shall have the authority to issue is 1000 shares of Common Stock, each having a par value of one penny ($.01). FIFTH: The name and mailing address of the Sole Incorporator is as follows: Deborah M. Reusch P.O. Box 636 Wilmington, DE 19899 SIXTH: The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders: (1) The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. (2) The Directors shall have concurrent power with the stockholders to make, alter, amend, change, add to or repeal the By-Laws of the Corporation. (3) The number of directors of the Corporation shall be as from time to time fixed by, or in the manner provided in, the ByLaws of the Corporation. Election of directors need not be by written ballot unless the By-Laws so provide. (4) No director shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the GCL or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this Article SIXTH by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification. (5) In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the GCL, this Certificate of Incorporation, and any By-Laws adopted by the stockholders; provided, however, that no ByLaws hereafter adopted by the stockholders shall invalidate any prior act of the directors which would have been valid if such By0Laws had not been adopted. SEVENTH: Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the GCL) outside the State of Delaware at such place or places as may be designed from time to time by the Board of Directors or in the By-Laws of the Corporation. EIGHTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore names, for the purpose of forming a corporation pursuant to the GCL, do make this Certificate, hereby declaring and certifying that this is may act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 4th day of September, 1997. - ------------------- Deborah M. Ruesch Sole Incorporator ACTION OF THE SOLE INCORPORATOR OF CINERGY INVESTMENTS MPI, INC. The undersigned, being the sole incorporator of the Cinergy Investments MPI, Inc., a Delaware corporation (the "Corporation"), hereby adopts the following resolutions in lieu of a meeting, pursuant to Section 108(c) of the General Corporation Law of the State of Delaware: RESOLVED, that the proposed form of By-Laws is hereby adopted as and for the By-Laws of the Corporation. RESOLVED, that the number of directors constituting the Board of Directors is hereby fixed at three and that the following persons are hereby elected as directors of the corporation to serve until the first Annual Meeting of Stockholders and until their successors shall be elected and duly qualified: James E. Rogers Cheryl M. Foley Madeleine W. Ludlow RESOLVED, that the Board of Directors of the Corporation is hereby authorized and directed to issue from time to time the shares of capital stock of the Corporation, now or hereafter authorized, wholly or partly for cash, for labor done, or services performed, or for personal property, or real property or leases thereof, received for the use and lawful purposed of the Corporation, or for any consideration, permitted by law, as in the discretion of the Board of Directors may seem for the best interest of the Corporation. IN WITNESS WHEREOF, the undersigned has duly executed this instrument this 3rd day of September, 1997. - ------------------- Deborah M. Reusch Sole Incorporator EX-3.(II).69 8 CINERGY GLOBAL POWER, INC. BYLAWS BY-LAWS OF CINERGY GLOBAL POWER, INC. Adopted: September 3, 1997 Amended: February 13, 1998 TABLE OF CONTENTS ARTICLE I Offices Section 1.1. Offices. ARTICLE II Stockholders' Meetings Section 2.1. Annual Meeting. Section 2.2. Notice of Annual Meeting. Section 2.3. Special Meetings. Section 2.4. Notice of Special Meeting. Section 2.5. Waiver of Notice. Section 2.6. Quorum. Section 2.7. Voting. Section 2.8. Written Consent of Stockholders in Lieu of Meeting. ARTICLE III Directors Section 3.1. Duties and Powers. Section 3.2. Number and Election of Directors. Section 3.3. Vacancies. Section 3.4. Meetings. Section 3.5. Quorum. Section 3.6. Actions of Board. Section 3.7. Meetings by Means of Conference Telephone. Section 3.8. Committees. Section 3.9. Compensation. Section 3.10. Contracts and Transactions Involving Directors. ARTICLE IV Officers Section 4.1. Officers. Section 4.2. Appointment, Terms, and Vacancies. Section 4.3. Chairman of the Board. Section 4.4. Chief Executive Officer. Section 4.5. President. Section 4.6. Vice Presidents. Section 4.7(a). Secretary. Section 4.7(b). Assistant Secretaries. Section 4.8. Treasurer. Section 4.9. Comptroller. Section 4.10. Other Officers. ARTICLE V Capital Stock Section 5.1. Form and Execution of Certificates. Section 5.2. Signatures. Section 5.3. Lost Certificates. Section 5.4. Transfers. Section 5.5. Record Date. Section 5.6. Beneficial Ownership Rights. ARTICLE VI Notices Section 6.1. Notices. Section 6.2. Waivers of Notice. ARTICLE VII General Provisions Section 7.1. Dividends. Section 7.2. Disbursements. Section 7.3. Voting Securities Owned by the Corporation. Section 7.4. Fiscal Year. Section 7.5. Corporate Seal. ARTICLE VIII Indemnification Section 8.1. Power to Indemnify in Actions, Suits or Proceedings Other than Those By or in the Right of the Corporation. Section 8.2. Power to Indemnify in Actions, Suits or Proceedings By or in the Right of the Corporation. Section 8.3. Authorization of Indemnification. Section 8.4. Good Faith Defined. Section 8.5. Indemnification by a Court. Section 8.6. Expenses Payable in Advance. Section 8.7. Nonexclusivity of Indemnification and Advancement of Expenses. Section 8.8. Insurance. Section 8.9. Certain Definitions. Section 8.10. Survival of Indemnification and Advancement Of Expenses. Section 8.11. Limitation on Indemnification. Section 8.12. Indemnification of Employees and Agents. ARTICLE IX Amendments Section 9.1. Amendments. ARTICLE X Emergency By-Laws Section 10.1. Emergency By-Laws. By-Laws Of Cinergy Global Power, Inc. (hereinafter called the "Corporation") ARTICLE I Offices Section 1.1. Offices. The principal office of the Corporation shall be at 139 East Fourth Street, Cincinnati, Ohio 45202 (to the extent not otherwise provided in the Corporation's Certificate of Incorporation). The Corporation may have such other offices at such other places as the Board of Directors may from time to time determine, or as the business of the Corporation may require. ARTICLE II Stockholders' Meetings Section 2.1. Annual Meeting. The annual meeting of the stockholders may be held at such place, time, and date designated by the Board of Directors for the election of directors, the consideration of the reports to be laid before the meeting, and the transaction of such other business as may be brought before the meeting. Section 2.2. Notice of Annual Meeting. Notice of the annual meeting shall be given in writing to each stockholder entitled to vote thereat, at such address as appears on the records of the Corporation at least ten (10) days and not more than forty-five (45) days prior to the meeting. Section 2.3. Special Meetings. Special meetings of the stockholders may be called at any time by the Chairman of the Board, the Chief Executive Officer, or the President, or by a majority of the members of the Board of Directors acting with or without a meeting, or by the persons who hold in the aggregate the express percentage, as provided by statute, of all shares outstanding and entitled to vote thereat, upon notice in writing, stating the time, place and purpose of the meeting. Business transacted at all special meetings shall be confined to the objects stated in the call. Section 2.4. Notice of Special Meeting. Notice of a special meeting, in writing, stating the time, place and purpose thereof, shall be given to each stockholder entitled to vote thereat, at least twenty (20) days and not more than forty-five (45) days prior to the meeting. Section 2.5. Waiver of Notice. Notice of the time, place and purpose of any meeting of stockholders may be waived by the written assent of every stockholder entitled to notice, filed with or entered upon the records of the meeting, either before or after the holding thereof. Section 2.6. Quorum. The holders of shares entitling them to exercise a majority of the voting power, or, if the vote is to be taken by classes, the holders of shares of each class entitling them to exercise a majority of the voting power of that class, present in person or by proxy at any meeting of the stockholders, unless otherwise specified by statute, shall constitute a quorum. If, however, at any meeting of the stockholders, a quorum shall fail to attend in person or by proxy, a majority in interest of the stockholders attending in person or by proxy at the time and place of such meeting may adjourn the meeting from time to time without further notice (unless the meeting has been adjourned for over thirty days), other than by announcement at the meeting at which such adjournment is taken, until a quorum is present. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting originally called. Section 2.7. Voting. At each meeting of the stockholders, except as otherwise provided by statute or the Certificate of Incorporation, every holder of record of stock of the class or classes entitled to vote at such meeting shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date, not later than such time as expressly provided by statute, prior to said meeting unless some other definite period of validity shall be expressly provided therein. Each stockholder shall have one (1) vote for each share of stock having voting power, registered in his or her name on the books of the Corporation, at the date fixed for determination of persons entitled to vote at the meeting or, if no date has been fixed, then as expressly provided by statute. (e.g., either the date of the meeting, the date next proceeding the day of the meeting, or any such similar governing time frame). Cumulative voting shall be permitted only as expressly provided by statute. At any meeting of stockholders, a list of stockholders entitled to vote, alphabetically arranged, showing the number and classes of shares held by each on the date fixed for closing the books against transfers or the record date fixed as hereinbefore provided (or if no such date has been fixed, then as hereinbefore stated as expressly provided by statute) shall be produced on the request of any stockholder, and such list shall be prima facie evidence of the ownership of shares and of the right of stockholders to vote, when certified by the Secretary or by the agent of the Corporation having charge of the transfer of shares. Section 2.8. Written Consent of Stockholders in Lieu of Meeting. Any action required or permitted by statute, the Certificate of Incorporation, or these By-Laws, to be taken at any annual or special meeting of stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a written consent in lieu of a meeting, setting forth the action so taken, shall be signed by all the stockholders entitled to vote thereon. Any such written consent may be given by one or any number of substantially concurrent written instruments of substantially similar tenor signed by such stockholders, in person or by attorney or proxy duly appointed in writing, and filed with the records of the Corporation. Any such written consent shall be effective as of the effective date thereof as specified therein. ARTICLE III Directors Section 3.1. Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not, by statute, the Certificate of Incorporation, or these By-Laws, directed or required to be exercised or done by the shareholders. Section 3.2. Number and Election of Directors. The Board of Directors shall consist of not less than three nor more than fifteen members, the exact number of which shall be fixed by the Board of Directors. Directors shall be elected annually by stockholders at their annual meeting, in a manner consistent with statute and as provided in Article II, Section 2.8 of these By-Laws, and each director so elected shall hold office until his/her successor is duly elected and qualifies, or until his/her earlier resignation or removal. Any director may resign at any time upon notice to the Corporation. Directors need not be stockholders and shall fulfill the residency requirements as and if provided by statute. Any director may be removed at any time with or without cause by a majority vote of the stockholders, unless otherwise provided by statute. Section 3.3. Vacancies. Vacancies and newly created directorships, resulting from any increase in the authorized number of directors, may be filled by a majority of the directors then in office, and the directors so chosen shall hold office for the unexpired term of the predecessor and/or until the next annual meeting of stockholders, and until their successors are duly elected and qualify, or until their earlier resignation or removal. Section 3.4. Meetings. Regular meetings of the Board of Directors may be held at such time, place, and upon such notice as the Board of Directors may from time to time determine. Special meetings of the Board of Directors may be called by the Chairman of the Board, the Chief Executive Officer, the President, or by members of the board (the express percentage of the latter as minimally provided for by statute). Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail (not less than forty-eight (48) hours before the date of the meeting), by telephone or telegram (on twenty-four (24) hours' notice) or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances. Section 3.5. Quorum. Except as may be otherwise specifically provided for by statute, the Certificate of Incorporation or these By-Laws, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 3.6. Actions of Board. Unless otherwise provided by the Certificate of Incorporation of the Corporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee(s) thereof, may be taken without a meeting, if all the members of the Board of Directors, or of such committee(s), as the case may be, consent thereto in writing, and the writing(s) is filed with the minutes of proceedings of the Board of Directors, or of such committee(s), of the Corporation. Any such written consent to action of the Board of Directors, or of such committee(s), shall be effectuated by the signature of the member lastly consenting thereto in writing, unless the consent otherwise specified a prior or subsequent effective date. Section 3.7. Meetings by Means of Conference Telephone. Unless otherwise provided by the Certificate of Incorporation of the Corporation or these By-Laws, members of the Board of Directors, or any committee(s) thereof, may participate in a meeting of the Board of Directors, or of such committee(s), as the case may be, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.7 shall constitute presence in person at such meeting. Section 3.8. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate, from time to time as they may see fit, one or more committees, each such committee to consist of three or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent allowed by statute and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. Each committee shall keep regular minutes and report to the Board of Directors when required. Section 3.9. Compensation. Each director of the Corporation (other than directors who are salaried officers of the Corporation or any of its affiliates) shall be entitled to receive as compensation for services such reasonable compensation, which may include pension, disability and death benefits, as may be determined from time to time by the Board of Directors. Reasonable compensation may also be paid to any person other than a director officially called to attend any such meeting. Section 3.10. Contracts and Transactions Involving Directors. No contract or transac tion between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his/her or their votes are counted for such purpose if: (i) the material facts as to his/her or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to his/her or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. ARTICLE IV Officers Section 4.1. Officers. The officers of the Corporation shall consist of a President, a Secretary, and a Treasurer, and may consist of a Chairman of the Board, a Chief Executive Officer, a Comptroller, one or more Vice Presidents, one or more Assistant Secretaries, and such other officers as the board shall from time to time deem necessary. Any number of offices may be held by the same person, unless otherwise prohibited by statute, the Certificate of Incorporation, or these By-Laws. Section 4.2. Appointment, Terms, and Vacancies. The Board of Directors, at its first meeting held after each annual meeting of stockholders of the Corporation (i.e., the annual organization meeting of the Board of Directors), shall appoint the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board, and such officers shall hold office until their successors are chosen and shall qualify, or until their earlier resignation or removal from office. Any officer appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the board. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. Section 4.3. Chairman of the Board. The Chairman of the Board, if there be one, shall be a director and shall preside at all meetings of the Board of Directors and, in the absence or incapacity of the Chief Executive Officer and the President, meetings of the stockholders, and shall, subject to the board's direction and control, be the board's representative and medium of communication, and shall have the general powers and duties as are incident to the office of Chairman of the Board of a corporation. Section 4.4. Chief Executive Officer. The Chief Executive Officer, if there be one, shall preside at all meetings of the stockholders and, in the absence or incapacity of the Chairman of the Board, meetings of the Board of Directors. The Chief Executive Officer shall from time to time report to the Board of Directors all matters within his or her knowledge which the interests of the Corporation may require be brought to their notice. Where the offices of Chief Executive Officer and President are held by different individuals, the President will report directly to the Chief Executive Officer. Section 4.5. President. The President shall be the chief operating officer of the Corporation, and shall have general and active management and direction of the affairs of the Corporation, shall have supervision of all departments and of all officers of the Corporation, shall see that the orders and resolutions of the Board of Directors, or of any committee(s) thereof, are carried fully into effect, and shall have the general powers and duties of supervision and management as are incident to the office of President of a corporation. In the absence or incapacity of the Chief Executive Officer, the President also shall be the chief executive officer of the Corporation. Section 4.6. Vice Presidents. The Vice Presidents shall perform such duties as the Board of Directors shall from time to time require. In the absence or incapacity of the President, the Vice President designated by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, or the President shall exercise the powers and duties of the President. Section 4.7(a). Secretary. The Secretary shall attend all meetings of the Board of Directors and of the stockholders of the Corporation, and act as clerk thereof, and record all votes and the minutes of all proceedings in a book to be kept for that purpose, shall record all written business transactions, shall perform like duties for the standing committees when required, and shall have the general powers and duties as are incident to the office of Secretary of a corporation. The Secretary shall give, or cause to be given, proper notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, or the President. The Secretary shall have custody of the seal, if there be one, of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. (The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his/her signature). The Secretary shall see that all books, reports, statements, certificates and other documents and records required by statute to be kept or filed are properly kept or filed, as the case may be. Section 4.7(b). Assistant Secretaries. At the request of the Secretary, or in his or her absence or incapacity to act, the Assistant Secretary or, if there be more than one, the Assistant Secretary designated by the Secretary, shall perform the duties of the Secretary and when so acting shall have all the powers of and be subject to all the restrictions of the Secretary. The Assistant Secretaries shall perform such other duties as may from time to time be assigned to them by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, the President, or the Secretary. Section 4.8. Treasurer. The Treasurer shall be the financial officer of the Corporation, shall keep full and accurate accounts of all collections, receipts and disbursements in books belonging to the Corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors, shall disburse the funds of the Corporation as may be ordered by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, or the President, taking proper vouchers therefor, and shall render to the President, the Chief Executive Officer, the Chairman of the Board, and/or directors at any meeting of the board, or whenever they may require it, and to the annual meeting of the stockholders, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation, and shall have the general powers and duties as are incident to the office of Treasurer of a corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in a form and in such sum with surety as shall be satisfactory to the Board of Directors for the faithful performance of his or her duties as Treasurer and for the restoration to the Corporation, in the case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession, or under his or her control, and belonging to the Corporation. The Treasurer shall perform such other duties as may be prescribed by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, or the President. Section 4.9. Comptroller. The Comptroller shall have control over all accounts and records of the Corporation pertaining to moneys, properties, materials and supplies, and shall have executive direction over the bookkeeping and accounting functions and shall have the general powers and duties as are incident to the office of comptroller of a corporation. The Comptroller shall perform such other duties as may be prescribed by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, the President, or a Vice President. Section 4.10. Other Officers. Such other officers of the Corporation as the Board of Directors may appoint shall perform such duties and have such powers as from time to time may be assigned to them by the board. The Board of Directors may delegate to any other officer of the Corporation the power to appoint such other officers and to prescribe their respective duties and powers. ARTICLE V Capital Stock Section 5.1. Form and Execution of Certificates. The certificates for shares of the capital stock of the Corporation shall be of such form and content, not inconsistent with statute and the Certificate of Incorporation, as shall be approved by the Board of Directors. Every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the Corporation, by (i) either the Chairman of the Board, the Chief Executive Officer, the President or a Vice President and (ii) by any one of the following officers: the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. All certificates shall be consecutively numbered in each class of shares. The name and address of the person owning the shares represented thereby, with the number of shares and the date of issue, shall be entered on the Corporation's books. Section 5.2. Signatures. Any or all of the signatures on a certificate may be a facsimile thereof. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he/she were such officer, transfer agent or registrar at the date of issue. Section 5.3. Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his/her legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. Section 5.4. Transfers. The capital stock of the Corporation shall be transferable in the manner provided by statute and in these By-Laws. Transfers of shares shall be made on the books of the Corporation only by the person named in the certificate or by his/her attorney lawfully constituted in writing and upon the surrender of the certificate therefor, which shall be canceled before a new certificate shall be issued. Section 5.5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or enti tled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Section 5.6. Beneficial Ownership Rights. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by statute. ARTICLE VI Notices Section 6.1. Notices. Whenever written notice is required by statute, the Certificate of Incorporation, or these By-Laws to be given to any director, member of a committee, or stockholder, such notice may be given by mail, addressed to each such person, at his/her address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail, or as otherwise provided by statute. Written notice may also be given personally or by telegram, telex or cable. Section 6.2. Waivers of Notice. Whenever any notice is required by statute, the Certificate of Incorporation, or these By-Laws to be given to any director, member of a committee, or stockholder, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE VII General Provisions Section 7.1. Dividends. Dividends upon the capital stock of the Corporation, subject to any provision imposed by the Certificate of Incorporation, may be declared by the Board of Directors at any regular or special meeting, or by written consent to the action of the board without such meeting(s), and may be paid in cash, in property, or in shares of the capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve. Section 7.2. Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. Section 7.3. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chief Executive Officer, the President, any Vice President, the Secretary, or any Assistant Secretary, and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons. Section 7.4. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first day of December each year. Section 7.5. Corporate Seal. The seal of the Corporation (if there be one) shall have inscribed thereon the name of the Corporation, the year of its incorporation, the words "Corporate Seal" and "Delaware", and any such other emblem or device as approved by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. ARTICLE VIII Indemnification Section 8.1. Power to Indemnify in Actions, Suits or Proceedings Other than Those By or in the Right of the Corporation. Subject to Section 8.3 of this Article VIII, the Corporation shall indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he/she is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director or officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding, if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful. Section 8.2. Power to Indemnify in Actions, Suits or Proceedings By or in the Right of the Corporation. Subject to Section 8.3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threat ened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he/she is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his/her duty to the Corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Section 8.3. Authorization of Indemnification. Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he/she has met the applicable standard of conduct set forth in Section 8.1 or Section 8.2 of this Article VIII, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he/she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him/her in connection therewith, without the necessity of authorization in the specific case. Any determination made by the disinterested directors or by independent legal counsel under this section shall be promptly communicated to the person who threatened or brought the action or suit by or in the right of the Corporation under Section 8.1 and 8.2 of this Article VIII, and, within ten days after receipt of such notification, such persons shall have the right to petition the court (at courts' discretion) in which such action or suit was brought to review the reasonableness of such determination. Section 8.4. Good Faith Defined. For purposes of any determination under Section 8.3 of this Article VIII, a person shall be deemed to have acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his/her conduct was unlawful, if his/her action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him/her by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant, or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term "another enterprise" as used in this Section 8.4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 8.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 8.1 or 8.2 of this Article VIII, as the case may be. Section 8.5. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 8.3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 8.1 and 8.2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he/she has met the applicable standards of conduct set forth in Sections 8.1 or 8.2 of this Article VIII, as the case may be. Neither a contrary determination in the specific case under Section 8.3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 8.5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application. Section 8.6. Expenses Payable in Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he/she is not entitled to be indemnified by the Corporation as authorized in this Article VIII. Section 8.7. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any other provision of these By-Laws, or similarly entitled under any agreement, contract, vote of stockholders or disinter ested directors, or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 8.1 and 8.2 of this Article VIII shall be made to the fullest extent permitted by statute. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Sections 8.1 or 8.2 of this Article VIII, but whom the Corporation has the power or obligation to indemnify under the provisions of statute of the State of Delaware, or otherwise. Section 8.8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not the Corporation would have the power or the obligation to indemnify him/her against such liability under the provisions of this Article VIII. Section 8.9. Certain Definitions. For purposes of this Article VIII, references to "the Corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as he/she would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VIII, references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he/she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation", as referred to in this Article VIII. Section 8.10. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. Section 8.11. Limitation on Indemnification. Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 8.5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation. The Corporation shall indemnify a director who was wholly successful, on merits or otherwise, in the defense of any proceedings to which he/she was a party because he/she was a director of the Corporation against reasonable expenses incurred by him/her in connection with the proceeding. Section 8.12. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indem nification and to the advancement of expenses to employees and agents of the Corporation, similar to those conferred in this Article VIII to directors and officers of the Corporation. ARTICLE IX Amendments Section 9.1. Amendments. These By-Laws may be altered, amended or repealed, in whole or in part, or new By-Laws may be adopted: (i) by the affirmative vote of a majority of the holders of record of the outstanding shares entitled to vote thereon, or by the written consent of the holders of record of a two-thirds majority of the outstanding shares entitled to vote thereon, except as such alteration, amendment or repeal by any vote or written consent of the stockholders is otherwise expressly prohibited by statute; or (ii) by a majority vote of the Board of Directors, or by unanimous written consent of the board, except as such alteration, amendment or repeal by any vote or action of the board is otherwise expressly prohibited by statute. ARTICLE X Emergency By-Laws Section 10.1. Emergency By-Laws. The Emergency By-Laws shall be operative during any emergency in the conduct of the business of the Corporation resulting from an attack on the United States or on a locality in which the Corporation conducts its business or customarily holds meetings of its Board of Directors or its stockholders, or during any nuclear or atomic disaster, or during the existence of any catastrophe, or similar emergency condition, as a result of which a quorum of the Board of Directors or a standing committee thereof cannot readily be convened for action, notwithstanding any provision to the contrary in the preceding By-Laws, in the Certificate of Incorporation, or in the statute. To the extent not inconsistent with the provisions of this Section 10.1, the By-Laws of the Corporation shall remain in effect during any emergency, and upon its termination, the Emergency By-Laws shall cease to be operative. Any amendments to these Emergency By-Laws may make any further or different provision that may be practical and necessary for the circumstance of the emergency. During any such emergency: (A) a meeting of the Board of Directors or a committee thereof may be called by any officer or director of the Corporation. Notice of the time and place of the meeting or conference call shall be given by the person calling the meeting to such of the directors as it may be feasible to reach by any means of communication. Such notice shall be given at such time in advance of the meeting as circumstances permit in the judgment of the person calling the meeting; (B) the director or directors in attendance at the meeting shall constitute a quorum; (C) the officers or other persons designated on a list approved by the Board of Directors before the emergency, all in such order of priority and subject to such conditions and for such period of time (not longer than reasonably necessary after the termination of the emergency) as may be provided in the resolution approving the list, shall, to the extent required to provide a quorum at any meeting of the Board of Directors, be deemed the directors for such meeting; (D) the Board of Directors, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during such emergency any or all officers or agents of the Corporation shall for any reason be rendered incapable of discharging their duties; (E) the Board of Directors, either before or during any such emergency, may, effective in the emergency, change the head office or designate several alternative head offices or regional offices, or authorize the officers so to do; and (F) to the extent required to constitute a quorum at any meeting of the Board of Directors during such an emergency, the officers of the Corporation who are present shall be deemed, in order of rank and within the same rank in order of seniority, the directors for such meeting. No officer, director or employee acting in accordance with any provision of these Emergency By-Laws shall be liable except for willful misconduct. These Emergency By-Laws shall be subject to alteration, amendment or repeal by the further actions of the Board of Directors or stockholders of the Corporation. EX-99 9 CINERGY MPI I INC MEMO OF ASSOCIATION THE COMPANIES LAW (1995 REVISION) COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF CINERGY MPI I, INC. 1. The name of the Company is Cinergy MPI I, Inc. 2. The Registered Office of the Company shall be at the offices of Maples and Calder, Attorneys-at-Law, Ugland House, P.O. Box 309, George Town, Grand Cayman, Cayman Islands, British West Indies or at such other place as the Directors may from time to time decide. 3. The objects for which the Company is established are unrestricted and shall include, but without limitation, the following: ( i) (a) To carry on the business of a financial institution undertaking all those business activities of a financial nature that do not require the Company to be licenced to do so under Cayman Islands', or any other applicable, law to act as promoters and entrepreneurs and to carry on business as financiers, capitalists, concessionaires, merchants, brokers, traders, dealers, agents, importers and exporters and to undertake and carry on and execute all kinds of investment, financial, commercial, mercantile, trading and other operations. (b) To carry on whether as principals, agents or otherwise howsoever the business of realtors, developers, consultants, estate agents or managers, builders, contractors, engineers, manufacturers, dealers in or vendors of all types of property including services. ( ii) To exercise and enforce all rights and powers conferred by or incidental to the ownership of any shares, stock, obligations or other securities including without prejudice to the generality of the foregoing all such powers of veto or control as may be conferred by virtue of the holding by the Company of some special proportion of the issued or nominal amount thereof, to provide managerial and other executive, supervisory and consultant services for or in relation to any company in which the Company is interested upon such terms as may be thought fit. (iii) To purchase or otherwise acquire, to sell, exchange, surrender, lease, mortgage, charge, convert, turn to account, dispose of and deal with real and personal property and rights of all kinds and, in particular, mortgages, debentures, produce, concessions, options, contracts, patents, annuities, licences, stocks, shares, bonds, policies, book debts, business concerns, undertakings, claims, privileges and choses in action of all kinds. ( iv) To subscribe for, conditionally or unconditionally, to underwrite, issue on commission or otherwise, take, hold, deal in and convert stocks, shares and securities of all kinds and to enter into partnership or into any arrangement for sharing profits, reciprocal concessions or cooperation with any person or company and to promote and aid in promoting, to constitute, form or organise any company, syndicate or partnership of any kind, for the purpose of acquiring and undertaking any property and liabilities of the Company or of advancing, directly or indirectly, the objects of the Company or for any other purpose which the Company may think expedient. ( v) To stand surety for or to guarantee, support or secure the performance of all or any of the obligations of any person, firm or company whether or not related or affiliated to the Company in any manner and whether by personal covenant or by mortgage, charge or lien upon the whole or any part of the undertaking, property and assets of the Company, both present and future, including its uncalled capital or by any such method and whether or not the Company shall receive valuable consideration therefor. ( vi) To engage in or carry on any other lawful trade, business or enterprise which may at any time appear to the Directors of the Company capable of being conveniently carried on in conjunction with any of the aforementioned businesses or activities or which may appear to the Directors or the Company likely to be profitable to the Company. In the interpretation of this Memorandum of Association in general and of this Clause 3 in particular no object, business or power specified or mentioned shall be limited or restricted by reference to or inference from any other object, business or power, or the name of the Company, or by the juxtaposition of two or more objects, businesses or powers and that, in the event of any ambiguity in this clause or elsewhere in this Memorandum of Association, the same shall be resolved by such interpretation and construction as will widen and enlarge and not restrict the objects, businesses and powers of and exercisable by the Company. 4. Except as prohibited or limited by the Companies Law (1995 Revision), the Company shall have full power and authority to carry out any object and shall have and be capable of from time to time and at all times exercising any and all of the powers at any time or from time to time exercisable by a natural person or body corporate in doing in any part of the world whether as principal, agent, contractor or otherwise whatever may be considered by it necessary for the attainment of its objects and whatever else may be considered by it as incidental or conducive thereto or consequential thereon, including, but without in any way restricting the generality of the foregoing, the power to make any alterations or amendments to this Memorandum of Association and the Articles of Association of the Company considered necessary or convenient in the manner set out in the Articles of Association of the Company, and the power to do any of the following acts or things, viz: to pay all expenses of and incidental to the promotion, formation and incorporation of the Company; to register the Company to do business in any other jurisdiction; to sell, lease or dispose of any property of the Company; to draw, make, accept, endorse, discount, execute and issue promissory notes, debentures, bills of exchange, bills of lading, warrants and other negotiable or transferable instruments; to lend money or other assets and to act as guarantors; to borrow or raise money on the security of the undertaking or on all or any of the assets of the Company including uncalled capital or without security; to invest monies of the Company in such manner as the Directors determine; to promote other companies; to sell the undertaking of the Company for cash or any other consideration; to distribute assets in specie to Members of the Company; to make charitable or benevolent donations; to pay pensions or gratuities or provide other benefits in cash or kind to Directors, officers, employees, past or present and their families; to purchase Directors and officers liability insurance and to carry on any trade or business and generally to do all acts and things which, in the opinion of the Company or the Directors, may be conveniently or profitably or usefully acquired and dealt with, carried on, executed or done by the Company in connection with the business aforesaid PROVIDED THAT the Company shall only carry on the businesses for which a licence is required under the laws of the Cayman Islands when so licensed under the terms of such laws. 5. The liability of each Member is limited to the amount from time to time unpaid on such Member's shares. 6. The share capital of the Company is US$50,000 divided into 50,000 shares of a nominal or par value of US$1.00 each with power for the Company insofar as is permitted by law, to redeem or purchase any of its shares and to increase or reduce the said capital subject to the provisions of the Companies Law (1995 Revision) and the Articles of Association and to issue any part of its capital, whether original, redeemed or increased with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that unless the conditions of issue shall otherwise expressly declare every issue of shares whether declared to be preference or otherwise shall be subject to the powers hereinbefore contained. 7. If the Company is registered as exempted, its operations will be carried on subject to the provisions of Section 192 of the Companies Law (1995 Revision) and, subject to the provisions of the Companies Law (1995 Revision) and the Articles of Association, it shall have the power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands. WE the several persons whose names and addresses are subscribed are desirous of being formed into a company in pursuance of this Memorandum of Association and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names. DATED the 4th day of September 1997 SIGNATURES, ADDRESSES and NUMBER OF SHARES DESCRIPTION OF SUBSCRIBERS TAKEN BY EACH - ------------------------------ Charles Jennings, Attorney-at-Law One PO Box 309 Grand Cayman, B.W.I. - ------------------------------ Gareth Griffiths, Attorney-at-Law One PO Box 309 Grand Cayman, B.W.I. - ------------------------------ Witness to the above signatures Annette Eldemire, Corporate Assistant PO Box 309 Grand Cayman, B.W.I. I, ________________ Registrar of Companies in and for the Cayman Islands DO HEREBY CERTIFY that this is a true and correct copy of the Memorandum of Association of this Company duly incorporated on the _____ day of _________ 1997. -------------------------- REGISTRAR OF COMPANIES EX-99 10 CINERGY MPI I INC ART OF ASSOCIATION THE COMPANIES LAW (1995 REVISION) COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF CINERGY MPI I, INC. 1. In these Articles Table A in the Schedule to the Statute does not apply and, unless there be something in the subject or context inconsistent therewith, "Articles" means these Articles as originally framed or as from time to time altered by Special Resolution. "Auditors" means the persons for the time being performing the duties of auditors of the Company. "Company" means the above-named Company. "debenture" means debenture stock, mortgages, bonds and any other such securities of the Company whether constituting a charge on the assets of the Company or not. "Directors" means the directors for the time being of the Company. "dividend" includes bonus. "Member" shall bear the meaning as ascribed to it in the Statute. "month" means calendar month. "paid-up" means paid-up and/or credited as paid-up. "registered office" means the registered office for the time being of the Company. "Seal" means the common seal of the Company and includes every duplicate seal. "Secretary" includes an Assistant Secretary and any person appointed to perform the duties of Secretary of the Company. "share" includes a fraction of a share. "Special Resolution" has the same meaning as in the Statute and includes a resolution approved in writing as described therein. "Statute" means the Companies Law of the Cayman Islands as amended and every statutory modification or re-enactment thereof for the time being in force. "written" and "in writing" include all modes of representing or reproducing words in visible form. Words importing the singular number only include the plural number and vice-versa. Words importing the masculine gender only include the feminine gender. Words importing persons only include corporations. 2. The business of the Company may be commenced as soon after incorporation as the Directors shall see fit, notwithstanding that part only of the shares may have been allotted. 3. The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company including the expenses of registration. CERTIFICATES FOR SHARES 4. Certificates representing shares of the Company shall be in such form as shall be determined by the Directors. Such certificates may be under Seal. All certificates for shares shall be consecutively numbered or otherwise identified and shall specify the shares to which they relate. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered in the register of Members of the Company. All certificates surrendered to the Company for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled. The Directors may authorise certificates to be issued with the seal and authorised signature(s) affixed by some method or system of mechanical process. 5. Notwithstanding Article 4 of these Articles, if a share certificate be defaced, lost or destroyed, it may be renewed on payment of a fee of one dollar (US$l.00) or such less sum and on such terms (if any) as to evidence and indemnity and the payment of the expenses incurred by the Company in investigating evidence, as the Directors may prescribe. ISSUE OF SHARES 6. Subject to the provisions, if any, in that behalf in the Memorandum of Association and to any direction that may be given by the Company in general meeting and without prejudice to any special rights previously conferred on the holders of existing shares, the Directors may allot, issue, grant options over or otherwise dispose of shares of the Company (including fractions of a share) with or without preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper. 7. The Company shall maintain a register of its Members and every person whose name is entered as a Member in the register of Members shall be entitled without payment to receive within two months after allotment or lodgement of transfer (or within such other period as the conditions of issue shall provide) one certificate for all his shares or several certificates each for one or more of his shares upon payment of fifty cents (US$0.50) for every certificate after the first or such less sum as the Directors shall from time to time determine provided that in respect of a share or shares held jointly by several persons the Company shall not be bound to issue more than one certificate and delivery of a certificate for a share to one of the several joint holders shall be sufficient delivery to all such holders. TRANSFER OF SHARES 8. The instrument of transfer of any share shall be in writing and shall be executed by or on behalf of the transferor and the transferor shall be deemed to remain the holder of a share until the name of the transferee is entered in the register in respect thereof. 9. The Directors may in their absolute discretion decline to register any transfer of shares without assigning any reason therefor. If the Directors refuse to register a transfer they shall notify the transferee within two months of such refusal. 10. The registration of transfers may be suspended at such time and for such periods as the Directors may from time to time determine, provided always that such registration shall not be suspended for more than forty-five days in any year. REDEEMABLE SHARES 11. (a) Subject to the provisions of the Statute and the Memorandum of Association, shares may be issued on the terms that they are, or at the option of the Company or the holder are, to be redeemed on such terms and in such manner as the Company, before the issue of the shares, may by Special Resolution determine. (b) Subject to the provisions of the Statute and the Memorandum of Association, the Company may purchase its own shares (including fractions of a share), including any redeemable shares, provided that the manner of purchase has first been authorised by the Company in general meeting and may make payment therefor in any manner authorised by the Statute, including out of capital. VARIATION OF RIGHTS OF SHARES 12. If at any time the share capital of the Company is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound-up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of a Special Resolution passed at a general meeting of the holders of the shares of that class. The provisions of these Articles relating to general meetings shall apply to every such general meeting of the holders of one class of shares except that the necessary quorum shall be one person holding or representing by proxy at least one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy may demand a poll. 13. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith. COMMISSION ON SALE OF SHARES 14. The Company may in so far as the Statute from time to time permits pay a commission to any person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any shares of the Company. Such commissions may be satisfied by the payment of cash or the lodgement of fully or partly paid-up shares or partly in one way and partly in the other. The Company may also on any issue of shares pay such brokerage as may be lawful. NON-RECOGNITION OF TRUSTS 15. No person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future, or partial interest in any share, or any interest in any fractional part of a share, or (except only as is otherwise provided by these Articles or the Statute) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder. LIEN ON SHARES 16. The Company shall have a first and paramount lien and charge on all shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such share shall operate as a waiver of the Company's lien (if any) thereon. The Company's lien (if any) on a share shall extend to all dividends or other monies payable in respect thereof. 17. The Company may sell, in such manner as the Directors think fit, any shares on which the Company has a lien, but no sale shall be made unless a sum in respect of which the lien exists is presently payable, nor until the expiration of fourteen days after a notice in writing stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder or holders for the time being of the share, or the person, of which the Company has notice, entitled thereto by reason of his death or bankruptcy. 18. To give effect to any such sale the Directors may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale. 19. The proceeds of such sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale. CALL ON SHARES 20. (a) The Directors may from time to time make calls upon the Members in respect of any monies unpaid on their shares (whether on account of the nominal value of the shares or by way of premium or otherwise) and not by the conditions of allotment thereof made payable at fixed terms, provided that no call shall be payable at less than one month from the date fixed for the payment of the last preceding call, and each Member shall (subject to receiving at least fourteen days notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on the shares. A call may be revoked or postponed as the Directors may determine. A call may be made payable by instalments. (b) A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed. (c) The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. 21. If a sum called in respect of a share is not paid before or on a day appointed for payment thereof, the persons from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate not exceeding ten per cent per annum as the Directors may determine, but the Directors shall be at liberty to waive payment of such interest either wholly or in part. 22. Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium or otherwise, shall for the purposes of these Articles be deemed to be a call duly made, notified and payable on the date on which by the terms of issue the same becomes payable, and in the case of non-payment all the relevant provisions of these Articles as to payment of interest forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified. 23. The Directors may, on the issue of shares, differentiate between the holders as to the amount of calls or interest to be paid and the times of payment. 24. (a) The Directors may, if they think fit, receive from any Member willing to advance the same, all or any part of the monies uncalled and unpaid upon any shares held by him, and upon all or any of the monies so advanced may (until the same would but for such advances, become payable) pay interest at such rate not exceeding (unless the Company in general meeting shall otherwise direct) seven per cent per annum, as may be agreed upon between the Directors and the Member paying such sum in advance. (b) No such sum paid in advance of calls shall entitle the Member paying such sum to any portion of a dividend declared in respect of any period prior to the date upon which such sum would, but for such payment, become presently payable. FORFEITURE OF SHARES 25. (a) If a Member fails to pay any call or instalment of a call or to make any payment required by the terms of issue on the day appointed for payment thereof, the Directors may, at any time thereafter during such time as any part of the call, instalment or payment remains unpaid, give notice requiring payment of so much of the call, instalment or payment as is unpaid, together with any interest which may have accrued and all expenses that have been incurred by the Company by reason of such non-payment. Such notice shall name a day (not earlier than the expiration of fourteen days from the date of giving of the notice) on or before which the payment required by the notice is to be made, and shall state that, in the event of non-payment at or before the time appointed the shares in respect of which such notice was given will be liable to be forfeited. (b) If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited share and not actually paid before the forfeiture. (c) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit. 26. A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the Company all monies which, at the date of forfeiture were payable by him to the Company in respect of the shares together with interest thereon, but his liability shall cease if and when the Company shall have received payment in full of all monies whenever payable in respect of the shares. 27. A certificate in writing under the hand of one Director or the Secretary of the Company that a share in the Company has been duly forfeited on a date stated in the declaration shall be conclusive evidence of the fact therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share. 28. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium as if the same had been payable by virtue of a call duly made and notified. REGISTRATION OF EMPOWERING INSTRUMENTS 29. The Company shall be entitled to charge a fee not exceeding one dollar (US$l.00) on the registration of every probate, letters of administration, certificate of death or marriage, power of attorney, notice in lieu of distringas, or other instrument. TRANSMISSION OF SHARES 30. In case of the death of a Member, the survivor or survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole holder, shall be the only persons recognised by the Company as having any title to his interest in the shares, but nothing herein contained shall release the estate of any such deceased holder from any liability in respect of any shares which had been held by him solely or jointly with other persons. 31. (a) Any person becoming entitled to a share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced as may from time to time be required by the Directors and subject as hereinafter provided, elect either to be registered himself as holder of the share or to make such transfer of the share to such other person nominated by him as the deceased or bankrupt person could have made and to have such person registered as the transferee thereof, but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that Member before his death or bankruptcy as the case may be. (b) If the person so becoming entitled shall elect to be registered himself as holder he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. 32. A person becoming entitled to a share by reason of the death or bankruptcy or liquidation or dissolution of the holder (or in any other case than by transfer) shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a Member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company PROVIDED HOWEVER that the Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share and if the notice is not complied with within ninety days the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share until the requirements of the notice have been complied with. AMENDMENT OF MEMORANDUM OF ASSOCIATION, CHANGE OF LOCATION OF REGISTERED OFFICE & ALTERATION OF CAPITAL 33. (a) Subject to and in so far as permitted by the provisions of the Statute, the Company may from time to time by ordinary resolution alter or amend its Memorandum of Association otherwise than with respect to its name and objects and may, without restricting the generality of the foregoing: ( i) increase the share capital by such sum to be divided into shares of such amount or without nominal or par value as the resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as the Company in general meeting may determine. ( ii) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; (iii) by subdivision of its existing shares or any of them divide the whole or any part of its share capital into shares of smaller amount than is fixed by the Memorandum of Association or into shares without nominal or par value; ( iv) cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person. (b) All new shares created hereunder shall be subject to the same provisions with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise as the shares in the original share capital. (c) Subject to the provisions of the Statute, the Company may by Special Resolution change its name or alter its objects. (d) Without prejudice to Article 11 hereof and subject to the provisions of the Statute, the Company may by Special Resolution reduce its share capital and any capital redemption reserve fund. (e) Subject to the provisions of the Statute, the Company may by resolution of the Directors change the location of its registered office. CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE 34. For the purpose of determining Members entitled to notice of or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any dividend, or in order to make a determination of Members for any other proper purpose, the Directors of the Company may provide that the register of Members shall be closed for transfers for a stated period but not to exceed in any case forty days. If the register of Members shall be so closed for the purpose of determining Members entitled to notice of or to vote at a meeting of Members such register shall be so closed for at least ten days immediately preceding such meeting and the record date for such determination shall be the date of the closure of the register of Members. 35. In lieu of or apart from closing the register of Members, the Directors may fix in advance a date as the record date for any such determination of Members entitled to notice of or to vote at a meeting of the Members and for the purpose of determining the Members entitled to receive payment of any dividend the Directors may, at or within 90 days prior to the date of declaration of such dividend fix a subsequent date as the record date for such determination. 36. If the register of Members is not so closed and no record date is fixed for the determination of Members entitled to notice of or to vote at a meeting of Members or Members entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this section, such determination shall apply to any adjournment thereof. GENERAL MEETING 37. (a) Subject to paragraph (c) hereof, the Company shall within one year of its incorporation and in each year of its existence thereafter hold a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it. The annual general meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the registered office on the second Wednesday in December of each year at ten o'clock in the morning. (b) At these meetings the report of the Directors (if any) shall be presented. (c) If the Company is exempted as defined in the Statute it may but shall not be obliged to hold an annual general meeting. 38. (a) The Directors may whenever they think fit, and they shall on the requisition of Members of the Company holding at the date of the deposit of the requisition not less than one-tenth of such of the paid-up capital of the Company as at the date of the deposit carries the right of voting at general meetings of the Company, proceed to convene a general meeting of the Company. (b) The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the registered office of the Company and may consist of several documents in like form each signed by one or more requisitionists. (c) If the Directors do not within twenty-one days from the date of the deposit of the requisition duly proceed to convene a general meeting, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of three months after the expiration of the said twenty-one days. (d) A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors. NOTICE OF GENERAL MEETINGS 39. At least five days' notice shall be given of an annual general meeting or any other general meeting. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place, the day and the hour of the meeting and the general nature of the business and shall be given in manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company PROVIDED that a general meeting of the Company shall, whether or not the notice specified in this regulation has been given and whether or not the provisions of Article 38 have been complied with, be deemed to have been duly convened if it is so agreed: (a) in the case of a general meeting called as an annual general meeting by all the Members entitled to attend and vote thereat or their proxies; and (b) in the case of any other general meeting by a majority in number of the Members having a right to attend and vote at the meeting, being a majority together holding not less than seventy-five per cent in nominal value or in the case of shares without nominal or par value seventy-five per cent of the shares in issue, or their proxies. 40. The accidental omission to give notice of a general meeting to, or the non-receipt of notice of a meeting by any person entitled to receive notice shall not invalidate the proceedings of that meeting. PROCEEDINGS AT GENERAL MEETINGS 41. No business shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business; two Members present in person or by proxy shall be a quorum provided always that if the Company has one Member of record the quorum shall be that one Member present in person or by proxy. 42. A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by all Members for the time being entitled to receive notice of and to attend and vote at general meetings (or being corporations by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held. 43. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and place or to such other time or such other place as the Directors may determine and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Members present shall be a quorum. 44. The Chairman, if any, of the Board of Directors shall preside as Chairman at every general meeting of the Company, or if there is no such Chairman, or if he shall not be present within fifteen minutes after the time appointed for the holding of the meeting, or is unwilling to act, the Directors present shall elect one of their number to be Chairman of the meeting. 45. If at any general meeting no Director is willing to act as Chairman or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the Members present shall choose one of their number to be Chairman of the meeting. 46. The Chairman may, with the consent of any general meeting duly constituted hereunder, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting; save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned general meeting. 47. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is, before or on the declaration of the result of the show of hands, demanded by the Chairman or any other Member present in person or by proxy. 48. Unless a poll be so demanded a declaration by the Chairman that a resolution has on a show of hands been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the Company's Minute Book containing the Minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 49. The demand for a poll may be withdrawn. 50. Except as provided in Article 52, if a poll is duly demanded it shall be taken in such manner as the Chairman directs and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. 51. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the general meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote. 52. A poll demanded on the election of a Chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the Chairman of the general meeting directs and any business other than that upon which a poll has been demanded or is contingent thereon may be proceeded with pending the taking of the poll. VOTES OF MEMBERS 53. Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every Member of record present in person or by proxy at a general meeting shall have one vote and on a poll every Member of record present in person or by proxy shall have one vote for each share registered in his name in the register of Members. 54. In the case of joint holders of record the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of Members. 55. A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis, or other person in the nature of a committee, receiver or curator bonis appointed by that court, and any such committee, receiver, curator bonis or other persons may vote by proxy. 56. No Member shall be entitled to vote at any general meeting unless he is registered as a shareholder of the Company on the record date for such meeting nor unless all calls or other sums presently payable by him in respect of shares in the Company have been paid. 57. No objection shall be raised to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at such general meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the general meeting whose decision shall be final and conclusive. 58. On a poll or on a show of hands votes may be given either personally or by proxy. PROXIES 59. The instrument appointing a proxy shall be in writing and shall be executed under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation under the hand of an officer or attorney duly authorised in that behalf. A proxy need not be a Member of the Company. 60. The instrument appointing a proxy shall be deposited at the registered office of the Company or at such other place as is specified for that purpose in the notice convening the meeting no later than the time for holding the meeting, or adjourned meeting provided that the Chairman of the Meeting may at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited upon receipt of telex, cable or telecopy confirmation from the appointor that the instrument of proxy duly signed is in the course of transmission to the Company. 61. The instrument appointing a proxy may be in any usual or common form and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked. An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll. 62. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the share in respect of which the proxy is given provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the Company at the registered office before the commencement of the general meeting, or adjourned meeting at which it is sought to use the proxy. 63. Any corporation which is a Member of record of the Company may in accordance with its Articles or in the absence of such provision by resolution of its Directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an individual Member of record of the Company. 64. Shares of its own capital belonging to the Company or held by it in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time. DIRECTORS 65. There shall be a Board of Directors consisting of not less than one or more than ten persons (exclusive of alternate Directors) PROVIDED HOWEVER that the Company may from time to time by ordinary resolution increase or reduce the limits in the number of Directors. The first Directors of the Company shall be determined in writing by, or appointed by a resolution of, the subscribers of the Memorandum of Association or a majority of them. 66. The remuneration to be paid to the Directors shall be such remuneration as the Directors shall determine. Such remuneration shall be deemed to accrue from day to day. The Directors shall also be entitled to be paid their travelling, hotel and other expenses properly incurred by them in going to, attending and returning from meetings of the Directors, or any committee of the Directors, or general meetings of the Company, or otherwise in connection with the business of the Company, or to receive a fixed allowance in respect thereof as may be determined by the Directors from time to time, or a combination partly of one such method and partly the other. 67. The Directors may by resolution award special remuneration to any Director of the Company undertaking any special work or services for, or undertaking any special mission on behalf of, the Company other than his ordinary routine work as a Director. Any fees paid to a Director who is also counsel or solicitor to the Company, or otherwise serves it in a professional capacity shall be in addition to his remuneration as a Director. 68. A Director or alternate Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine. 69. A Director or alternate Director may act by himself or his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director or alternate Director. 70. A shareholding qualification for Directors may be fixed by the Company in general meeting, but unless and until so fixed no qualification shall be required. 71. A Director or alternate Director of the Company may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as shareholder or otherwise and no such Director or alternate Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company. 72. No person shall be disqualified from the office of Director or alternate Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director or alternate Director shall be in any way interested be or be liable to be avoided, nor shall any Director or alternate Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or transaction by reason of such Director holding office or of the fiduciary relation thereby established. A Director (or his alternate Director in his absence) shall be at liberty to vote in respect of any contract or transaction in which he is so interested as aforesaid PROVIDED HOWEVER that the nature of the interest of any Director or alternate Director in any such contract or transaction shall be disclosed by him or the alternate Director appointed by him at or prior to its consideration and any vote thereon. 73. A general notice that a Director or alternate Director is a shareholder of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure under Article 72 and after such general notice it shall not be necessary to give special notice relating to any particular transaction. ALTERNATE DIRECTORS 74. Subject to the exception contained in Article 82, a Director who expects to be unable to attend Directors' Meetings because of absence, illness or otherwise may appoint any person to be an alternate Director to act in his stead and such appointee whilst he holds office as an alternate Director shall, in the event of absence therefrom of his appointor, be entitled to attend meetings of the Directors and to vote thereat and to do, in the place and stead of his appointor, any other act or thing which his appointor is permitted or required to do by virtue of his being a Director as if the alternate Director were the appointor, other than appointment of an alternate to himself, and he shall ipso facto vacate office if and when his appointor ceases to be a Director or removes the appointee from office. Any appointment or removal under this Article shall be effected by notice in writing under the hand of the Director making the same. POWERS AND DUTIES OF DIRECTORS 75. The business of the Company shall be managed by the Directors (or a sole Director if only one is appointed) who may pay all expenses incurred in promoting, registering and setting up the Company, and may exercise all such powers of the Company as are not, from time to time by the Statute, or by these Articles, or such regulations, being not inconsistent with the aforesaid, as may be prescribed by the Company in general meeting required to be exercised by the Company in general meeting PROVIDED HOWEVER that no regulations made by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made. 76. The Directors may from time to time and at any time by powers of attorney appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorneys as the Directors may think fit and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in him. 77. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall from time to time by resolution determine. 78. The Directors shall cause minutes to be made in books provided for the purpose: (a) of all appointments of officers made by the Directors; (b) of the names of the Directors (including those represented thereat by an alternate or by proxy) present at each meeting of the Directors and of any committee of the Directors; (c) of all resolutions and proceedings at all meetings of the Company and of the Directors and of committees of Directors. 79. The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance. 80. The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and to issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or of any third party. MANAGEMENT 81. (a) The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit and the provisions contained in the three next following paragraphs shall be without prejudice to the general powers conferred by this paragraph. (b) The Directors from time to time and at any time may establish any committees, local boards or agencies for managing any of the affairs of the Company and may appoint any persons to be members of such committees or local boards or any managers or agents and may fix their remuneration. (c) The Directors from time to time and at any time may delegate to any such committee, local board, manager or agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorise the members for the time being of any such local board, or any of them to fill up any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove any person so appointed and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby. (d) Any such delegates as aforesaid may be authorised by the Directors to subdelegate all or any of the powers, authorities, and discretions for the time being vested in them. MANAGING DIRECTORS 82. The Directors may, from time to time, appoint one or more of their body (but not an alternate Director) to the office of Managing Director for such term and at such remuneration (whether by way of salary, or commission, or participation in profits, or partly in one way and partly in another) as they may think fit but his appointment shall be subject to determination ipso facto if he ceases from any cause to be a Director and no alternate Director appointed by him can act in his stead as a Director or Managing Director. 83. The Directors may entrust to and confer upon a Managing Director any of the powers exercisable by them upon such terms and conditions and with such restrictions as they may think fit and either collaterally with or to the exclusion of their own powers and may from time to time revoke, withdraw, alter or vary all or any of such powers. PROCEEDINGS OF DIRECTORS 84. Except as otherwise provided by these Articles, the Directors shall meet together for the despatch of business, convening, adjourning and otherwise regulating their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes of the Directors and alternate Directors present at a meeting at which there is a quorum, the vote of an alternate Director not being counted if his appointor be present at such meeting. In case of an equality of votes, the Chairman shall have a second or casting vote. 85. A Director or alternate Director may, and the Secretary on the requisition of a Director or alternate Director shall, at any time summon a meeting of the Directors by at least two days' notice in writing to every Director and alternate Director which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors (or their alternates) either at, before or after the meeting is held and PROVIDED FURTHER if notice is given in person, by cable, telex or telecopy the same shall be deemed to have been given on the day it is delivered to the Directors or transmitting organisation as the case may be. The provisions of Article 40 shall apply mutatis mutandis with respect to notices of meetings of Directors. 86. The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed shall be two, a Director and his appointed alternate Director being considered only one person for this purpose, PROVIDED ALWAYS that if there shall at any time be only a sole Director the quorum shall be one. For the purposes of this Article an alternate Director or proxy appointed by a Director shall be counted in a quorum at a meeting at which the Director appointing him is not present. 87. The continuing Directors may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number, or of summoning a general meeting of the Company, but for no other purpose. 88. The Directors may elect a Chairman of their Board and determine the period for which he is to hold office; but if no such Chairman is elected, or if at any meeting the Chairman is not present within five minutes after the time appointed for holding the same, the Directors present may choose one of their number to be Chairman of the meeting. 89. The Directors may delegate any of their powers to committees consisting of such member or members of the Board of Directors (including Alternate Directors in the absence of their appointors) as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors. 90. A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in the case of an equality of votes the Chairman shall have a second or casting vote. 91. All acts done by any meeting of the Directors or of a committee of Directors (including any person acting as an alternate Director) shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or alternate Director, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and qualified to be a Director or alternate Director as the case may be. 92. Members of the Board of Directors or of any committee thereof may participate in a meeting of the Board or of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting. A resolution in writing (in one or more counterparts), signed by all the Directors for the time being or all the members of a committee of Directors (an alternate Director being entitled to sign such resolution on behalf of his appointor) shall be as valid and effectual as if it had been passed at a meeting of the Directors or committee as the case may be duly convened and held. 93. (a) A Director may be represented at any meetings of the Board of Directors by a proxy appointed by him in which event the presence or vote of the proxy shall for all purposes be deemed to be that of the Director. (b) The provisions of Articles 59-62 shall mutatis mutandis apply to the appointment of proxies by Directors. VACATION OF OFFICE OF DIRECTOR 94. The office of a Director shall be vacated: (a) if he gives notice in writing to the Company that he resigns the office of Director; (b) if he absents himself (without being represented by proxy or an alternate Director appointed by him) from three consecutive meetings of the Board of Directors without special leave of absence from the Directors, and they pass a resolution that he has by reason of such absence vacated office; (c) if he dies, becomes bankrupt or makes any arrangement or composition with his creditors generally; (d) if he is found a lunatic or becomes of unsound mind. APPOINTMENT AND REMOVAL OF DIRECTORS 95. The Company may by ordinary resolution appoint any person to be a Director and may in like manner remove any Director and may in like manner appoint another person in his stead. 96. The Directors shall have power at any time and from time to time to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors but so that the total amount of Directors (exclusive of alternate Directors) shall not at any time exceed the number fixed in accordance with these Articles. PRESUMPTION OF ASSENT 97. A Director of the Company who is present at a meeting of the Board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the Minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action. SEAL 98. (a) The Company may, if the Directors so determine, have a Seal which shall, subject to paragraph (c) hereof, only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors in that behalf and every instrument to which the Seal has been affixed shall be signed by one person who shall be either a Director or the Secretary or Secretary-Treasurer or some person appointed by the Directors for the purpose. (b) The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile of the Common Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where it is to be used. (c) A Director, Secretary or other officer or representative or attorney may without further authority of the Directors affix the Seal of the Company over his signature alone to any document of the Company required to be authenticated by him under Seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever. OFFICERS 99. The Company may have a President, a Secretary or Secretary-Treasurer appointed by the Directors who may also from time to time appoint such other officers as they consider necessary, all for such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors from time to time prescribe. DIVIDENDS, DISTRIBUTIONS AND RESERVE 100. Subject to the Statute, the Directors may from time to time declare dividends (including interim dividends) and distributions on shares of the Company outstanding and authorise payment of the same out of the funds of the Company lawfully available therefor. 101. The Directors may, before declaring any dividends or distributions, set aside such sums as they think proper as a reserve or reserves which shall at the discretion of the Directors, be applicable for any purpose of the Company and pending such application may, at the like discretion, be employed in the business of the Company. 102. No dividend or distribution shall be payable except out of the profits of the Company, realised or unrealised, or out of the share premium account or as otherwise permitted by the Statute. 103. Subject to the rights of persons, if any, entitled to shares with special rights as to dividends or distributions, if dividends or distributions are to be declared on a class of shares they shall be declared and paid according to the amounts paid or credited as paid on the shares of such class outstanding on the record date for such dividend or distribution as determined in accordance with these Articles but no amount paid or credited as paid on a share in advance of calls shall be treated for the purpose of this Article as paid on the share. 104. The Directors may deduct from any dividend or distribution payable to any Member all sums of money (if any) presently payable by him to the Company on account of calls or otherwise. 105. The Directors may declare that any dividend or distribution be paid wholly or partly by the distribution of specific assets and in particular of paid up shares, debentures, or debenture stock of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the footing of the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees as may seem expedient to the Directors. 106. Any dividend, distribution, interest or other monies payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the holder who is first named on the register of Members or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any dividends, bonuses, or other monies payable in respect of the share held by them as joint holders. 107. No dividend or distribution shall bear interest against the Company. CAPITALISATION 108. The Company may upon the recommendation of the Directors by ordinary resolution authorise the Directors to capitalise any sum standing to the credit of any of the Company's reserve accounts (including share premium account and capital redemption reserve fund) or any sum standing to the credit of profit and loss account or otherwise available for distribution and to appropriate such sum to Members in the proportions in which such sum would have been divisible amongst them had the same been a distribution of profits by way of dividend and to apply such sum on their behalf in paying up in full unissued shares for allotment and distribution credited as fully paid up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power to the Directors to make such provisions as they think fit for the case of shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned. BOOKS OF ACCOUNT 109. The Directors shall cause proper books of account to be kept with respect to: (a) all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place; (b) all sales and purchases of goods by the Company; (c) the assets and liabilities of the Company. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company's affairs and to explain its transactions. 110. The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by Statute or authorised by the Directors or by the Company in general meeting. 111. The Directors may from time to time cause to be prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law. AUDIT 112. The Company may at any annual general meeting appoint an Auditor or Auditors of the Company who shall hold office until the next annual general meeting and may fix his or their remuneration. 113. The Directors may before the first annual general meeting appoint an Auditor or Auditors of the Company who shall hold office until the first annual general meeting unless previously removed by an ordinary resolution of the Members in general meeting in which case the Members at that meeting may appoint Auditors. The Directors may fill any casual vacancy in the office of Auditor but while any such vacancy continues the surviving or continuing Auditor or Auditors, if any, may act. The remuneration of any Auditor appointed by the Directors under this Article may be fixed by the Directors. 114. Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and Officers of the Company such information and explanation as may be necessary for the performance of the duties of the auditors. 115. Auditors shall at the next annual general meeting following their appointment and at any other time during their term of office, upon request of the Directors or any general meeting of the Members, make a report on the accounts of the Company in general meeting during their tenure of office. NOTICES 116. Notices shall be in writing and may be given by the Company to any Member either personally or by sending it by post, cable, telex or telecopy to him or to his address as shown in the register of Members, such notice, if mailed, to be forwarded airmail if the address be outside the Cayman Islands. 117. (a) Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre-paying and posting a letter containing the notice, and to have been effected at the expiration of sixty hours after the letter containing the same is posted as aforesaid. (b) Where a notice is sent by cable, telex, or telecopy, service of the notice shall be deemed to be effected by properly addressing, and sending such notice through a transmitting organisation and to have been effected on the day the same is sent as aforesaid. 118. A notice may be given by the Company to the joint holders of record of a share by giving the notice to the joint holder first named on the register of Members in respect of the share. 119. A notice may be given by the Company to the person or persons which the Company has been advised are entitled to a share or shares in consequence of the death or bankruptcy of a Member by sending it through the post as aforesaid in a pre-paid letter addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so entitled, or at the option of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred. 120. Notice of every general meeting shall be given in any manner hereinbefore authorised to: (a) every person shown as a Member in the register of Members as of the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the register of Members. (b) every person upon whom the ownership of a share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a Member of record where the Member of record but for his death or bankruptcy would be entitled to receive notice of the meeting; and No other person shall be entitled to receive notices of general meetings. WINDING UP 121. If the Company shall be wound up the liquidator may, with the sanction of a Special Resolution of the Company and any other sanction required by the Statute, divide amongst the Members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with the like sanction, shall think fit, but so that no Member shall be compelled to accept any shares or other securities whereon there is any liability. 122. If the Company shall be wound up, and the assets available for distribution amongst the Members as such shall be insufficient to repay the whole of the paid-up capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up on the shares held by them respectively. And if in a winding up the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed amongst the Members in proportion to the capital paid up at the commencement of the winding up on the shares held by them respectively. This Article is to be without prejudice to the rights of the holders of shares issued upon special terms and conditions. INDEMNITY 123. The Directors and officers for the time being of the Company and any trustee for the time being acting in relation to any of the affairs of the Company and their heirs, executors, administrators and personal representatives respectively shall be indemnified out of the assets of the Company from and against all actions, proceedings, costs, charges, losses, damages and expenses which they or any of them shall or may incur or sustain by reason of any act done or omitted in or about the execution of their duty in their respective offices or trusts, except such (if any) as they shall incur or sustain by or through their own wilful neglect or default respectively and no such Director, officer or trustee shall be answerable for the acts, receipts, neglects or defaults of any other Director, officer or trustee or for joining in any receipt for the sake of conformity or for the solvency or honesty of any banker or other persons with whom any monies or effects belonging to the Company may be lodged or deposited for safe custody or for any insufficiency of any security upon which any monies of the Company may be invested or for any other loss or damage due to any such cause as aforesaid or which may happen in or about the execution of his office or trust unless the same shall happen through the wilful neglect or default of such Director, Officer or trustee. FINANCIAL YEAR 124. Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on 1st January in each year. AMENDMENTS OF ARTICLES 125. Subject to the Statute, the Company may at any time and from time to time by Special Resolution alter or amend these Articles in whole or in part. TRANSFER BY WAY OF CONTINUATION 126. If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands. DATED the 4th day of September 1997 - --------------------------------- Charles Jennings, Attorney-at-Law PO Box 309 Grand Cayman, B.W.I. - --------------------------------- Gareth Griffiths, Attorney-at-Law PO Box 309 Grand Cayman, B.W.I. - ------------------------------------- Witness to the above signatures Annette Eldemire, Corporate Assistant PO Box 309 Grand Cayman, B.W.I. I, _________________ Registrar of Companies in and for the Cayman Islands DO HEREBY CERTIFY that this is a true and correct copy of the Articles of Association of this Company duly incorporated on the ____day of _______ 1997. -------------------------- REGISTRAR OF COMPANIES EX-99 11 CERT OF INCORPORATION ON NAME CHANGE - MPI INTL CERTIFICATE OF INCORPORATION ON CHANGE OF NAME Company No. 3419618 The Registrar of companies for England and Wales hereby certifies that FUNJUST LIMITED having by special resolution changed its name, is now incorporated under the name of MPI International Limited Given at Companies House, London, the 22nd September 1997 MISS S. BASHAR For the Registrar of Companies EX-99 12 CINERGY SOLUTIONS CERT OF INCORPORATION CERTIFICATE OF INCORPORATION OF CINERGY SOLUTIONS, INC. The undersigned, for the purpose of organizing a corporation under the General Corporation Law of the State of Delaware, certifies: FIRST: The name of the corporation shall be Cinergy Solutions, Inc. SECOND: The address of the corporation's registered office in the State of Delaware is the Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be formed under the General Corporation Law of the State of Delaware. FOURTH: The number of shares of stock which the corporation shall have authority to issue is five hundred (500) shares of common stock, without par value. FIFTH: The name and mailing address of the incorporator is Rosemary E. Grieme, 139 East Fourth Street, Cincinnati, Ohio 45202. SIXTH: A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. If the Delaware General Corporation Law is amended after the date of the filing of this Certificate to authorize corporation action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. No repeal or modification of this Article SIXTH shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such repeal or modification. SEVENTH: The directors shall have power to make, alter or repeal by-laws, except as may otherwise be provided in the by-laws. EIGHTH: Elections of directors need not be by written ballot, except as may otherwise be provided in the by-laws. WITNESS my signature this 10th day of February, 1997. Rosemary E. Grieme Sole Incorporator EX-3.(II).76 13 CINERGY SOLUTIONS INC BYLAWS BY-LAWS OF CINERGY SOLUTIONS, INC. February 11, 1997 By-Laws (hereinafter called the "Corporation") ARTICLE I Offices Section 1.1. Offices. The principal office of the Corporation shall be at 139 East Fourth Street, Cincinnati, Ohio 45202. The Corporation may have such other offices at such other places as the Board of Directors may from time to time determine, or as the business of the Corporation may require. ARTICLE II Stockholders' Meetings Section 2.1. Annual Meeting. The annual meeting of the stockholders may be held at such place, time, and date designated by the Board of Directors for the election of directors, the consideration of the reports to be laid before the meeting, and the transaction of such other business as may be brought before the meeting. Section 2.2. Notice of Annual Meeting. Notice of the annual meeting shall be given in writing to each stockholder entitled to vote thereat, at such address as appears on the records of the Corporation at least ten (10) days and not more than forty-five (45) days prior to the meeting. Section 2.3. Special Meetings. Special meetings of the stockholders may be called at any time by the Chairman of the Board, the Chief Executive Officer, or the President, or by a majority of the members of the Board of Directors acting with or without a meeting, or by the persons who hold in the aggregate the express percentage, as provided by statute, of all shares outstanding and entitled to vote thereat, upon notice in writing, stating the time, place and purpose of the meeting. Business transacted at all special meetings shall be confined to the objects stated in the call. Section 2.4. Notice of Special Meeting. Notice of a special meeting, in writing, stating the time, place and purpose thereof, shall be given to each stockholder entitled to vote thereat, at least twenty (20) days and not more than forty-five (45) days prior to the meeting. Section 2.5. Waiver of Notice. Notice of the time, place and purpose of any meeting of stockholders may be waived by the written assent of every stockholder entitled to notice, filed with or entered upon the records of the meeting, either before or after the holding thereof. Section 2.6. Quorum. The holders of shares entitling them to exercise a majority of the voting power, or, if the vote is to be taken by classes, the holders of shares of each class entitling them to exercise a majority of the voting power of that class, present in person or by proxy at any meeting of the stockholders, unless otherwise specified by statute, shall constitute a quorum. If, however, at any meeting of the stockholders, a quorum shall fail to attend in person or by proxy, a majority in interest of the stockholders attending in person or by proxy at the time and place of such meeting may adjourn the meeting from time to time without further notice (unless the meeting has been adjourned for over thirty days), other than by announcement at the meeting at which such adjournment is taken, until a quorum is present. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting originally called. Section 2.7. Voting. At each meeting of the stockholders, except as otherwise provided by statute or the Certificate of Incorporation, every holder of record of stock of the class or classes entitled to vote at such meeting shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date, not later than such time as expressly provided by statute, prior to said meeting unless some other definite period of validity shall be expressly provided therein. Each stockholder shall have one (1) vote for each share of stock having voting power, registered in his or her name on the books of the Corporation, at the date fixed for determination of persons entitled to vote at the meeting or, if no date has been fixed, then as expressly provided by statute. (e.g., either the date of the meeting, the date next proceeding the day of the meeting, or any such similar governing time frame). Cumulative voting shall be permitted only as expressly provided by statute. At any meeting of stockholders, a list of stockholders entitled to vote, alphabetically arranged, showing the number and classes of shares held by each on the date fixed for closing the books against transfers or the record date fixed as hereinbefore provided (or if no such date has been fixed, then as hereinbefore stated as expressly provided by statute) shall be produced on the request of any stockholder, and such list shall be prima facie evidence of the ownership of shares and of the right of stockholders to vote, when certified by the Secretary or by the agent of the Corporation having charge of the transfer of shares. Section 2.8. Written Consent of Stockholders in Lieu of Meeting. Any action required or permitted by statute, the Certificate of Incorporation, or these By-Laws, to be taken at any annual or special meeting of stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a written consent in lieu of a meeting, setting forth the action so taken, shall be signed by all the stockholders entitled to vote thereon. Any such written consent may be given by one or any number of substantially concurrent written instruments of substantially similar tenor signed by such stockholders, in person or by attorney or proxy duly appointed in writing, and filed with the records of the Corporation. Any such written consent shall be effective as of the effective date thereof as specified therein. ARTICLE III Directors Section 3.1. Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not, by statute, the Certificate of Incorporation, or these By-Laws, directed or required to be exercised or done by the stockholders. Section 3.2. Number and Election of Directors. The Board of Directors shall consist of not less than three nor more than fifteen members, the exact number of which shall be fixed by the Board of Directors. Directors shall be elected annually by stockholders at their annual meeting, in a manner consistent with statute and as provided in Article II, Section 2.8 of these By-Laws, and each director so elected shall hold office until his/her successor is duly elected and qualifies, or until his/her earlier resignation or removal. Any director may resign at any time upon notice to the Corporation. Directors need not be stockholders and shall fulfill the residency requirements as and if provided by statute. Any director may be removed at any time with or without cause by a majority vote of the stockholders, unless otherwise provided by statute. Section 3.3. Vacancies. Vacancies and newly created directorships, resulting from any increase in the authorized number of directors, may be filled by a majority of the directors then in office, and the directors so chosen shall hold office for the unexpired term of the predecessor and/or until the next annual meeting of stockholders, and until their successors are duly elected and qualify, or until their earlier resignation or removal. Section 3.4. Meetings. Regular meetings of the Board of Directors may be held at such time, place, and upon such notice as the Board of Directors may from time to time determine. Special meetings of the Board of Directors may be called by the Chairman of the Board, the Chief Executive Officer, the President, or by members of the board (the express percentage of the latter as minimally provided for by statute). Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail (not less than forty-eight (48) hours before the date of the meeting), by telephone or telegram (on twenty-four (24) hours' notice) or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances. Section 3.5. Quorum. Except as may be otherwise specifically provided for by statute, the Certificate of Incorporation or these By-Laws, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 3.6. Actions of Board. Unless otherwise provided by the Certificate of Incorporation of the Corporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee(s) thereof, may be taken without a meeting, if all the members of the Board of Directors, or of such committee(s), as the case may be, consent thereto in writing, and the writing(s) is filed with the minutes of proceedings of the Board of Directors, or of such committee(s), of the Corporation. Any such written consent to action of the Board of Directors, or of such committee(s), shall be effectuated by the signature of the member lastly consenting thereto in writing, unless the consent otherwise specified a prior or subsequent effective date. Section 3.7. Meetings by Means of Conference Telephone. Unless otherwise provided by the Certificate of Incorporation of the Corporation or these By-Laws, members of the Board of Directors, or any committee(s) thereof, may participate in a meeting of the Board of Directors, or of such committee(s), as the case may be, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.7 shall constitute presence in person at such meeting. Section 3.8. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate, from time to time as they may see fit, one or more committees, each such committee to consist of three or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent allowed by statute and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. Each committee shall keep regular minutes and report to the Board of Directors when required. Section 3.9. Compensation. Each director of the Corporation (other than directors who are salaried officers of the Corporation or any of its affiliates) shall be entitled to receive as compensation for services such reasonable compensation, which may include pension, disability and death benefits, as may be determined from time to time by the Board of Directors. Reasonable compensation may also be paid to any person other than a director officially called to attend any such meeting. Section 3.10. Contracts and Transactions Involving Directors. No contract or transac tion between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his/her or their votes are counted for such purpose if: (i) the material facts as to his/her or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to his/her or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. ARTICLE IV Officers Section 4.1. Officers. The officers of the Corporation shall consist of a President, a Secretary, and a Treasurer, and may consist of a Chairman of the Board, a Chief Executive Officer, a Comptroller, one or more Vice Presidents, one or more Assistant Secretaries, and such other officers as the board shall from time to time deem necessary. Any number of offices may be held by the same person, unless otherwise prohibited by statute, the Certificate of Incorporation, or these By-Laws. Section 4.2. Appointment, Terms, and Vacancies. The Board of Directors, at its first meeting held after each annual meeting of stockholders of the Corporation (i.e., the annual organization meeting of the Board of Directors), shall appoint the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board, and such officers shall hold office until their successors are chosen and shall qualify, or until their earlier resignation or removal from office. Any officer appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the board. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. Section 4.3. Chairman of the Board. The Chairman of the Board, if there be one, shall be a director and shall preside at all meetings of the Board of Directors and, in the absence or incapacity of the Chief Executive Officer and the President, meetings of the stockholders, and shall, subject to the board's direction and control, be the board's representative and medium of communication, and shall have the general powers and duties as are incident to the office of Chairman of the Board of a corporation. Section 4.4. Chief Executive Officer. The Chief Executive Officer, if there be one, shall preside at all meetings of the stockholders and, in the absence or incapacity of the Chairman of the Board, meetings of the Board of Directors. The Chief Executive Officer shall from time to time report to the Board of Directors all matters within his or her knowledge which the interests of the Corporation may require be brought to their notice. Where the offices of Chief Executive Officer and President are held by different individuals, the President will report directly to the Chief Executive Officer. Section 4.5. President. The President shall be the chief operating officer of the Corporation, and shall have general and active management and direction of the affairs of the Corporation, shall have supervision of all departments and of all officers of the Corporation, shall see that the orders and resolutions of the Board of Directors, or of any committee(s) thereof, are carried fully into effect, and shall have the general powers and duties of supervision and management as are incident to the office of President of a corporation. In the absence or incapacity of the Chief Executive Officer, the President also shall be the chief executive officer of the Corporation. Section 4.6. Vice Presidents. The Vice Presidents shall perform such duties as the Board of Directors shall from time to time require. In the absence or incapacity of the President, the Vice President designated by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, or the President shall exercise the powers and duties of the President. Section 4.7(a). Secretary. The Secretary shall attend all meetings of the Board of Directors and of the stockholders of the Corporation, and act as clerk thereof, and record all votes and the minutes of all proceedings in a book to be kept for that purpose, shall record all written business transactions, shall perform like duties for the standing committees when required, and shall have the general powers and duties as are incident to the office of Secretary of a corporation. The Secretary shall give, or cause to be given, proper notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, or the President. The Secretary shall have custody of the seal, if there be one, of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. (The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his/her signature). The Secretary shall see that all books, reports, statements, certificates and other documents and records required by statute to be kept or filed are properly kept or filed, as the case may be. Section 4.7(b). Assistant Secretaries. At the request of the Secretary, or in his or her absence or incapacity to act, the Assistant Secretary or, if there be more than one, the Assistant Secretary designated by the Secretary, shall perform the duties of the Secretary and when so acting shall have all the powers of and be subject to all the restrictions of the Secretary. The Assistant Secretaries shall perform such other duties as may from time to time be assigned to them by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, the President, or the Secretary. Section 4.8. Treasurer. The Treasurer shall be the financial officer of the Corporation, shall keep full and accurate accounts of all collections, receipts and disbursements in books belonging to the Corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors, shall disburse the funds of the Corporation as may be ordered by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, or the President, taking proper vouchers therefor, and shall render to the President, the Chief Executive Officer, the Chairman of the Board, and/or directors at any meeting of the board, or whenever they may require it, and to the annual meeting of the stockholders, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation, and shall have the general powers and duties as are incident to the office of Treasurer of a corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in a form and in such sum with surety as shall be satisfactory to the Board of Directors for the faithful performance of his or her duties as Treasurer and for the restoration to the Corporation, in the case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession, or under his or her control, and belonging to the Corporation. The Treasurer shall perform such other duties as may be prescribed by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, or the President. Section 4.9. Comptroller. The Comptroller shall have control over all accounts and records of the Corporation pertaining to moneys, properties, materials and supplies, and shall have executive direction over the bookkeeping and accounting functions and shall have the general powers and duties as are incident to the office of comptroller of a corporation. The Comptroller shall perform such other duties as may be prescribed by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, the President, or a Vice President. Section 4.10. Other Officers. Such other officers of the Corporation as the Board of Directors may appoint shall perform such duties and have such powers as from time to time may be assigned to them by the board. The Board of Directors may delegate to any other officer of the Corporation the power to appoint such other officers and to prescribe their respective duties and powers. ARTICLE V Capital Stock Section 5.1. Form and Execution of Certificates. The certificates for shares of the capital stock of the Corporation shall be of such form and content, not inconsistent with statute and the Certificate of Incorporation, as shall be approved by the Board of Directors. Every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the Corporation, by (i) either the Chairman of the Board, the Chief Executive Officer, the President or a Vice President and (ii) by any one of the following officers: the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. All certificates shall be consecutively numbered in each class of shares. The name and address of the person owning the shares represented thereby, with the number of shares and the date of issue, shall be entered on the Corporation's books. Section 5.2. Signatures. Any or all of the signatures on a certificate may be a facsimile thereof. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he/she were such officer, transfer agent or registrar at the date of issue. Section 5.3. Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his/her legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. Section 5.4. Transfers. The capital stock of the Corporation shall be transferable in the manner provided by statute and in these By-Laws. Transfers of shares shall be made on the books of the Corporation only by the person named in the certificate or by his/her attorney lawfully constituted in writing and upon the surrender of the certificate therefor, which shall be canceled before a new certificate shall be issued. Section 5.5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or enti tled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Section 5.6. Beneficial Ownership Rights. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by statute. ARTICLE VI Notices Section 6.1. Notices. Whenever written notice is required by statute, the Certificate of Incorporation, or these By-Laws to be given to any director, member of a committee, or stockholder, such notice may be given by mail, addressed to each such person, at his/her address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail, or as otherwise provided by statute. Written notice may also be given personally or by telegram, telex or cable. Section 6.2. Waivers of Notice. Whenever any notice is required by statute, the Certificate of Incorporation, or these By-Laws to be given to any director, member of a committee, or stockholder, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE VII General Provisions Section 7.1. Dividends. Dividends upon the capital stock of the Corporation, subject to any provision imposed by the Certificate of Incorporation, may be declared by the Board of Directors at any regular or special meeting, or by written consent to the action of the board without such meeting(s), and may be paid in cash, in property, or in shares of the capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve. Section 7.2. Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. Section 7.3. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chief Executive Officer, the President, any Vice President, the Secretary, or any Assistant Secretary, and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons. Section 7.4. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first day of December each year. Section 7.5. Corporate Seal. The seal of the Corporation (if there be one) shall have inscribed thereon the name of the Corporation, the year of its incorporation, the words "Corporate Seal" and "Delaware", and any such other emblem or device as approved by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. ARTICLE VIII Indemnification Section 8.1. Power to Indemnify in Actions, Suits or Proceedings Other than Those By or in the Right of the Corporation. Subject to Section 8.3 of this Article VIII, the Corporation shall indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he/she is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director or officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding, if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful. Section 8.2. Power to Indemnify in Actions, Suits or Proceedings By or in the Right of the Corporation. Subject to Section 8.3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threat ened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he/she is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his/her duty to the Corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Section 8.3. Authorization of Indemnification. Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he/she has met the applicable standard of conduct set forth in Section 8.1 or Section 8.2 of this Article VIII, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he/she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him/her in connection therewith, without the necessity of authorization in the specific case. Any determination made by the disinterested directors or by independent legal counsel under this section shall be promptly communicated to the person who threatened or brought the action or suit by or in the right of the Corporation under Section 8.1 and 8.2 of this Article VIII, and, within ten days after receipt of such notification, such persons shall have the right to petition the court (at courts' discretion) in which such action or suit was brought to review the reasonableness of such determination. Section 8.4. Good Faith Defined. For purposes of any determination under Section 8.3 of this Article VIII, a person shall be deemed to have acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his/her conduct was unlawful, if his/her action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him/her by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant, or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term "another enterprise" as used in this Section 8.4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 8.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 8.1 or 8.2 of this Article VIII, as the case may be. Section 8.5. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 8.3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 8.1 and 8.2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he/she has met the applicable standards of conduct set forth in Sections 8.1 or 8.2 of this Article VIII, as the case may be. Neither a contrary determination in the specific case under Section 8.3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 8.5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application. Section 8.6. Expenses Payable in Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he/she is not entitled to be indemnified by the Corporation as authorized in this Article VIII. Section 8.7. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any other provision of these By-Laws, or similarly entitled under any agreement, contract, vote of stockholders or disinter ested directors, or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 8.1 and 8.2 of this Article VIII shall be made to the fullest extent permitted by statute. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Sections 8.1 or 8.2 of this Article VIII, but whom the Corporation has the power or obligation to indemnify under the provisions of statute of the State of Delaware, or otherwise. Section 8.8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not the Corporation would have the power or the obligation to indemnify him/her against such liability under the provisions of this Article VIII. Section 8.9. Certain Definitions. For purposes of this Article VIII, references to "the Corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as he/she would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VIII, references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he/she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation", as referred to in this Article VIII. Section 8.10. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. Section 8.11. Limitation on Indemnification. Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 8.5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation. The Corporation shall indemnify a director who was wholly successful, on merits or otherwise, in the defense of any proceedings to which he/she was a party because he/she was a director of the Corporation against reasonable expenses incurred by him/her in connection with the proceeding. Section 8.12. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indem nification and to the advancement of expenses to employees and agents of the Corporation, similar to those conferred in this Article VIII to directors and officers of the Corporation. ARTICLE IX Amendments Section 9.1. Amendments. These By-Laws may be altered, amended or repealed, in whole or in part, or new By-Laws may be adopted: (i) by the affirmative vote of a majority of the holders of record of the outstanding shares entitled to vote thereon, or by the written consent of the holders of record of a two-thirds majority of the outstanding shares entitled to vote thereon, except as such alteration, amendment or repeal by any vote or written consent of the stockholders is otherwise expressly prohibited by statute; or (ii) by a majority vote of the Board of Directors, or by unanimous written consent of the board, except as such alteration, amendment or repeal by any vote or action of the board is otherwise expressly prohibited by statute. ARTICLE X Emergency By-Laws Section 10.1. Emergency By-Laws. The Emergency By-Laws shall be operative during any emergency in the conduct of the business of the Corporation resulting from an attack on the United States or on a locality in which the Corporation conducts its business or customarily holds meetings of its Board of Directors or its stockholders, or during any nuclear or atomic disaster, or during the existence of any catastrophe, or similar emergency condition, as a result of which a quorum of the Board of Directors or a standing committee thereof cannot readily be convened for action, notwithstanding any provision to the contrary in the preceding By-Laws, in the Certificate of Incorporation, or in the statute. To the extent not inconsistent with the provisions of this Section 10.1, the By-Laws of the Corporation shall remain in effect during any emergency, and upon its termination, the Emergency By-Laws shall cease to be operative. Any amendments to these Emergency By-Laws may make any further or different provision that may be practical and necessary for the circumstance of the emergency. During any such emergency: (A) a meeting of the Board of Directors or a committee thereof may be called by any officer or director of the Corporation. Notice of the time and place of the meeting or conference call shall be given by the person calling the meeting to such of the directors as it may be feasible to reach by any means of communication. Such notice shall be given at such time in advance of the meeting as circumstances permit in the judgment of the person calling the meeting; (B) the director or directors in attendance at the meeting shall constitute a quorum; (C) the officers or other persons designated on a list approved by the Board of Directors before the emergency, all in such order of priority and subject to such conditions and for such period of time (not longer than reasonably necessary after the termination of the emergency) as may be provided in the resolution approving the list, shall, to the extent required to provide a quorum at any meeting of the Board of Directors, be deemed the directors for such meeting; (D) the Board of Directors, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during such emergency any or all officers or agents of the Corporation shall for any reason be rendered incapable of discharging their duties; (E) the Board of Directors, either before or during any such emergency, may, effective in the emergency, change the head office or designate several alternative head offices or regional offices, or authorize the officers so to do; and (F) to the extent required to constitute a quorum at any meeting of the Board of Directors during such an emergency, the officers of the Corporation who are present shall be deemed, in order of rank and within the same rank in order of seniority, the directors for such meeting. No officer, director or employee acting in accordance with any provision of these Emergency By-Laws shall be liable except for willful misconduct. These Emergency By-Laws shall be subject to alteration, amendment or repeal by the further actions of the Board of Directors or stockholders of the Corporation. EX-99 14 TRIGEN-CINERGY SOL CERT OF FORMATION CERTIFICATE OF FORMATION OF TRIGEN-CINERGY SOLUTIONS LLC The undersigned, being natural persons of age eighteen years or more, acting as organizers of a limited liability company under the Delaware Limited Liability Company Act (as the same may be amended from time to time, the "Act"), adopt, pursuant to Section 18-201 of the Act, the following Certificate of Formation for such limited liability company (the "Company"): ARTICLE I NAME The name of the Company shall be: Trigen-Cinergy Solutions LLC. ARTICLE II REGISTERED OFFICE, REGISTERED AGENT The initial registered office of the Company shall be: c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, or such other location as the Parties by mutual consent shall determine. The initial registered agent of the Company shall be: c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, or such other location as the Parties by mutual consent shall determine. Either the registered officer or the registered agent may be changed in the manner provided by law. ARTICLE III PERIOD OF DURATION The Company shall exist until dissolved according to law or by the terms of the Operating Agreement (defined in Article VI). ARTICLE IV POWERS Except as restricted by this Certificate of Formation, the Company shall have any may exercise all powers and rights which a limited liability company may exercise legally pursuant to the Act. ARTICLE V AMENDMENTS The Company reserves the right to amend its Certificate of Formation from time to time in accordance with the Act, provided, that the unanimous approval of the members of the Company to such amendment has been duly obtained. ARTICLE VI ADOPTION OF OPERATING AGREEMENT The initial Limited Liability Company Agreement of the Company (the "Operating Agreement") shall be adopted by its members. The Operating Agreement may contain any provisions for the regulation and management of the affairs of the Company not inconsistent with law or this Certificate of Formation. The undersigned does hereby certify, make and acknowledge this Certificate of Formation on this 18th day of February, 1997. Catherine D. Ledyard Catherine D. Ledyard Authorized Person EX-99 15 TRIGEN CINCY ARTICLES OF ORGANIZATION ARTICLES OF ORGANIZATION OF TRIGEN-CINERGY SOLUTIONS OF CINCINNATI LLC The undersigned, for the purpose of organizing a limited liability company under Chapter 1705 of the Ohio Revised Code, states the following: FIRST: The name of said limited liability company shall be: Trigen-Cinergy Solutions of Cincinnati LLC. SECOND: This limited liability company shall exist until dissolved according to law or by the terms of an applicable operating agreement. THIRD: The address to which interested persons may direct requests for copies of any operating agreement and any by-laws of this limited liability company is: 105 East Fourth Street, Suite 1003, Cincinnati, Ohio 45202. IN WITNESS WHEREOF, I have hereunto subscribed my name, as an authorized representative of the members of this limited liability company, this 28th day of July 1997. Signed: ________________________ Rosemary E. Grieme, Esq. Authorized Representative ORIGINAL APPOINTMENT OF AGENT (for limited liability company) The undersigned, acting as an authorized representative of the members of Trigen-Cinergy Solutions of Cincinnati LLC, hereby appoints C T Corporation System to be the agent upon whom any process, notice or demand required or permitted by statute to be served upon the limited liability company may be served. The complete address of the agent is: 441 Vine Street, Cincinnati, Ohio 45202. - ------------------------ Rosemary E. Grieme, Esq. Authorized Representative ACCEPTANCE OF APPOINTMENT The undersigned, named herein as the statutory agent for Trigen-Cinergy Solutions of Cincinnati LLC, hereby acknowledges and accepts the appointment of agent for said limited liability company. C T CORPORATION SYSTEM, as statutory agent By:______________________ Name: Title: Date: July 28, 1997 EX-99 16 TRIGEN ILLINOIS CERT OF FORMATION CERTIFICATE OF FORMATION OF TRIGEN-CINERGY SOLUTIONS OF ILLINOIS L.L.C. The undersigned, being a natural person of age eighteen years or more, acting as organizer of a limited liability company under the Delaware Limited Liability Company Act (as the same may be amended from time to time, the "Act"), adopts, pursuant to Section 18-201 of the Act, the following Certificate of Formation for such limited liability company (the "Company"): ARTICLE I NAME The name of the Company shall be: Trigen-Cinergy Solutions of Illinois L.L.C. ARTICLE II REGISTERED OFFICE, REGISTERED AGENT The initial registered office of the Company shall be: c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, or such other location as the Parties by mutual consent shall determine. The initial registered agent of the Company shall be: c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, or such other location as the Parties by mutual consent shall determine. Either the registered officer or the registered agent may be changed in the manner provided by law. ARTICLE III PERIOD OF DURATION The Company shall exist until dissolved according to law or by the terms of the Company's Operating Agreement. ARTICLE IV POWERS Except as restricted by this Certificate of Formation, the Company shall have any may exercise all powers and rights which a limited liability company may exercise legally pursuant to the Act. ARTICLE V AMENDMENTS The Company reserves the right to amend its Certificate of Formation from time to time in accordance with the Act, provided, that the unanimous approval of the members of the Company to such amendment has been duly obtained. ARTICLE VI ADOPTION OF OPERATING AGREEMENT The initial Limited Liability Company Agreement of the Company (the "Operating Agreement") shall be adopted by its members. The Operating Agreement may contain any provisions for the regulation and management of the affairs of the Company not inconsistent with law or this Certificate of Formation. The undersigned does hereby certify, make and acknowledge this Certificate of Formation on this 14th day of April, 1997. -------------------------------- Vincent J. Farago Authorized Person EX-23 17 CONSENT OF ACCOUNTANTS CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Cinergy Corp. Annual Report (Form U5S) to the Securities and Exchange Commission, filed pursuant to the Public Utility Holding Company Act of 1935, for the year ended December 31, 1997, of our report dated January 27, 1998, on the consolidated financial statements of Cinergy Corp. and subsidiaries and of certain of its subsidiaries (The Cincinnati Gas & Electric Company, PSI Energy, Inc. and the Union Light, Heat and Power Company), included in the combined Annual Report (Form 10-K) to the Securities and Exchange Commission of Cinergy Corp. and its subsidiaries and of certain of its subsidiaries for the year ended December 31, 1997. It should be noted that we have performed no audit procedures subsequent to January 27, 1998, the date of our report. Furthermore, we have not audited any financial statements of Cinergy Corp. and its subsidiaries as of any date or for any period subsequent to December 31, 1997. Arthur Andersen LLP Cincinnati, Ohio April 28, 1998 EX-99 18 ITEM 6 PART III Exhibit F-10 ITEM 6. Part III - SUPPLEMENTAL INFORMATION REGARDING COMPENSATION AND SECURITY OWNERSHIP OF OFFICERS AND DIRECTORS OF SYSTEM COMPANIES Directors' and Executive Officers' Compensation PSI (including subsidiaries) William J. Grealis is also a director and officer of PSI Energy Argentina. See Cinergy's disclosure on pages 9 through 19 of the Proxy Statement for the required information regarding Mr. Grealis' compensation. (b) Security Ownership of Certain Beneficial Owners and Management Cinergy (including Investments and subsidiaries) The beneficial ownership of Cinergy's common stock held by each nominee, continuing director, and named executive officer, including those of Investments and subsidiaries (as identified on pages 12-22 of this Annual Report on Form U5S (U5S)) and of units equal to one share of Cinergy's common stock paid as compensation to non-employee directors, as of December 31, 1997, is set forth in the following table. Amount and Nature Name of Beneficial Owner (1) of Beneficial Ownership (2) Units (3) ---------------------------- --------------------------- --------- Neil A. Armstrong 8,250 shares James K. Baker 21,105 shares 4,257 Michael G. Browning 26,335 shares 7,765 Phillip R. Cox 7,738 shares Kenneth M. Duberstein 20,491 shares Cheryl M. Foley 76,943 shares William J. Grealis 86,313 shares John A. Hillenbrand II 35,759 shares 7,640 George C. Juilfs 11,250 shares J. Wayne Leonard 140,961 shares John M. Mutz 103,485 shares Melvin Perelman 20,232 shares 7,213 Thomas E. Petry 9,500 shares Jackson H. Randolph 152,426 shares James E. Rogers 339,254 shares John J. Schiff, Jr. 48,559 shares (4) Philip R. Sharp 3,500 shares Van P. Smith 24,890 shares Dudley S. Taft 10,500 shares Larry E. Thomas 130,366 shares Oliver W. Waddell 12,096 shares All directors and executive officers as a group 1,672,042 shares (2) (representing 1.06% of the class) - ----------- (1) No individual listed beneficially owned more than 0.22% of the outstanding shares of Cinergy's common stock. Exhibit F-10 ITEM 6. Part III - SUPPLEMENTAL INFORMATION REGARDING COMPENSATION AND SECURITY OWNERSHIP OF OFFICERS AND DIRECTORS OF SYSTEM COMPANIES (continued) (2) Includes shares which there is a right to acquire within 60 days pursuant to the exercise of stock options in the following amounts: Mr. Armstrong-7,500; Mr. Baker-20,287; Mr. Browning-20,287; Mr. Cox-7,500; Mr. Duberstein-20,287; Ms. Foley-20,000; Mr. Grealis-55,887; Mr. Hillenbrand- 20,287; Mr. Juilfs-7,500; Mr. Leonard-97,611; Mr. Mutz-72,787; Dr. Perelman- 7,500; Mr. Petry-7,500; Mr. Randolph-50,000; Mr. Rogers-145,629; Mr. Schiff- 7,500; Dr. Sharp-2,500; Mr. Smith-20,287; Mr. Taft-7,500; Mr. Thomas-74,104; and all directors and executive officers as a group-856,679. (3) Each unit represents one share of Cinergy's common stock credited to the account of the respective directors as of December 31, 1997, under the Cinergy Directors' Deferred Compensation Plan. (4) Includes 15,000 shares owned of record by a trust of which Mr. Schiff is one of three trustees who share voting and investment power equally. Does not include 1,791,000 shares, as to which Mr. Schiff disclaims any beneficial interest, held by Cincinnati Financial Corporation and certain of its subsidiaries. CG&E (including subsidiaries) CG&E's (and subsidiaries') directors and executive officers (as identified on pages 12-22 of this U5S) did not beneficially own any shares of any series of the class of CG&E's cumulative preferred stock as of December 31, 1997. The beneficial ownership of the outstanding shares of Cinergy's common stock held by each director and named executive officer as of December 31, 1997, is set forth in the following table. Amount and Nature Name of Beneficial Owner (1) of Beneficial Ownership (2) - ---------------------------- --------------------------- William J. Grealis 86,313 shares J. Wayne Leonard 140,961 shares Jackson H. Randolph 152,426 shares James E. Rogers 339,254 shares Larry E. Thomas 130,366 shares All directors and executive officers as a group 1,055,528 shares (2) (representing 0.67% of the class) - ----------- (1) No individual listed beneficially owned more than 0.22% of the outstanding shares of Cinergy's common stock. (2) Includes shares which there is a right to acquire within 60 days pursuant to the exercise of stock options in the following amounts: Mr. Grealis-55,887; Mr. Leonard-97,611; Mr. Randolph-50,000; Mr. Rogers-145,629; Mr. Thomas-74,104; and all directors and executive officers as a group- 497,698. Exhibit F-10 ITEM 6. Part III - SUPPLEMENTAL INFORMATION REGARDING COMPENSATION AND SECURITY OWNERSHIP OF OFFICERS AND DIRECTORS OF SYSTEM COMPANIES (continued) PSI (including subsidiaries) PSI's (and subsidiaries') director-nominees and named executive officers (as identified on pages 12-22 of this U5S) did not beneficially own any shares of any series of the class of PSI's cumulative preferred stock as of December 31, 1997. The beneficial ownership of the outstanding shares of Cinergy's common stock held by each director-nominee and named executive officer, and of units equal to one share of Cinergy common stock paid as compensation to non-employee directors of Cinergy, as of December 31, 1997, is set forth in the following table. Amount and Nature Name of Beneficial Owner (1) of Beneficial Ownership (2) Units (3) - ---------------------------- --------------------------- --------- James K. Baker 21,105 shares 4,257 Michael G. Browning 26,335 shares 7,765 John A. Hillenbrand II 35,759 shares 7,640 J. Wayne Leonard 140,961 shares John M. Mutz 103,485 shares Jackson H. Randolph 152,426 shares James E. Rogers 339,254 shares Van P. Smith 24,890 shares Larry E. Thomas 130,366 shares All directors and executive officers as a group 1,262,487 shares (2) (representing 0.80% of the class) - ----------- (1) No individual listed beneficially owned more than 0.22% of the outstanding shares of Cinergy's common stock. William J. Grealis is also a director and officer of PSI Energy Argentina. See Cinergy's disclosure on page 9 of the Proxy Statement for the required information regarding Mr. Grealis' security ownership. (2) Includes shares which there is a right to acquire within 60 days pursuant to the exercise of stock options in the following amounts: Mr. Baker- 20,287; Mr. Browning-20,287; Mr. Hillenbrand-20,287; Mr. Leonard-97,611; Mr. Mutz-72,787; Mr. Randolph-50,000; Mr. Rogers-145,629; Mr. Smith-20,287; Mr. Thomas-74,104; and all directors and executive officers as a group-651,635. As indicated in Note 1 above, William J. Grealis is also a director and officer of PSI Energy Argentina. See Cinergy's disclosure on page 10 of the Proxy Statement for the required information regarding Mr. Grealis' security ownership. (3) Each unit represents one share of Cinergy's common stock credited to the account of the respective directors as of December 31, 1997 under Cinergy's Directors' Deferred Compensation Plan. EX-21 19 SUBSIDIARY LISTING Exhibit H Subsidiary Listing The following is a listing, as of December 31, 1997, of the subsidiaries of each registrant and their state of incorporation or organization indented to show degree of remoteness from registrant. State or Country of Organization or Name of Company Incorporation Cinergy Corp. Delaware The Cincinnati Gas & Electric Company Ohio The Union Light, Heat and Power Company Kentucky Lawrenceburg Gas Company Indiana The West Harrison Gas and Electric Company Indiana Miami Power Corporation Indiana KO Transmission Company Kentucky Tri-State Improvement Company Ohio PSI Energy, Inc. Indiana South Construction Company, Inc. Indiana PSI Energy Argentina, Inc.* Indiana Cinergy Services, Inc. Delaware Cinergy Investments, Inc. Delaware Cinergy-Cadence, Inc. Indiana Cadence Network LLC (33 1/3%) Delaware Cinergy Capital & Trading, Inc. Indiana CinCap IV, LLC Delaware Cinergy Communications, Inc. Delaware Cinergy Engineering, Inc. Ohio Cinergy International, Inc. Indiana Cinergy Global Power, Inc. Delaware Cinergy MPI I, Inc. Cayman Islands Cinergy MPI II, Inc. Cayman Islands Cinergy MPI III, Inc. Cayman Islands Cinergy MPI IV, Inc. Cayman Islands Cinergy MPI V, Inc. Cayman Islands Cinergy MPI VI, Inc. Cayman Islands Cinergy MPI VII, Inc. Cayman Islands Cinergy MPI VIII, Inc. Cayman Islands Cinergy MPI IX, Inc. Cayman Islands Cinergy MPI X, Inc. Cayman Islands Cinergy MPI XI, Inc. Cayman Islands Cinergy MPI XII, Inc. Cayman Islands Cinergy MPI XIII, Inc. Cayman Islands Cinergy MPI XIV, Inc. Cayman Islands Cinergy MPI XV, Inc. Cayman Islands MPII (Zambia) B.V. The Netherlands Copperbelt Energy Corporation plc (39%)* Zambia MPI International Limited England Cinergy Resources, Inc. Delaware Cinergy Solutions, Inc. Delaware (In Illinois d/b/a Cinergy Solutions of Illinois, Inc., In Ohio d/b/a Cinergy Solutions of Ohio, Inc.) Trigen-Cinergy Solutions LLC (50%) Delaware Trigen-Cinergy Solutions of Cincinnati LLC (51%) Ohio Trigen-Cinergy Solutions of Illinois L.L.C. (49%) Delaware Cinergy Technology, Inc. Indiana Cinergy UK, Inc. Delaware Avon Energy Partners Holdings (50%) England Avon Energy Partners PLC England Midlands Electricity plc* England Enertech Associates, Inc. Ohio PSI Argentina, Inc. Indiana Costanera Power Corp. Indiana PSI Power Resource Development, Inc. Indiana PSI Sunnyside, Inc. Indiana PSI T&D International, Inc. Indiana PSI Yacyreta, Inc. Indiana * FUCO EX-99 20 CINERGY CORP. 12/31/97 U5S
CINERGY CORP. CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1997 (in thousands, except per share amounts) Consolidated Consolidated Cinergy The Cincinnati Gas PSI Energy, Cinergy Corp. Services, Inc. & Electric Company 1/ Inc. 1/ ------------------------------------------------------------------ OPERATING REVENUES Electric Non-affiliated companies $ - $ - $ 1,920,915 $ 1,940,783 Affiliated companies - 35,341 17,686 Gas Non-affiliated companies - - 491,145 - Affiliated companies - 4,475 Other - 483,823 - - ------------ ------------ ----------------- ------------ - 483,823 2,451,876 1,958,469 OPERATING EXPENSES Fuel used in electric production - - 300,487 392,948 Gas purchased - - 266,123 - Purchased and exchanged power Non-affiliated companies - - 583,065 636,293 Affiliated companies - - 12,473 29,932 Other operation - 468,739 308,239 344,878 Maintenance - - 90,097 86,374 Depreciation - 920 163,418 125,659 Amortization of phase-in deferrals - - 13,483 - Post-in-service deferred operating expenses - net - - 3,290 1,072 Income taxes - - 172,047 76,890 Taxes other than income taxes - 12,333 211,303 53,721 ------------ ------------ ----------------- ------------ - 481,992 2,124,025 1,747,767 OPERATING INCOME - 1,831 327,851 210,702 OTHER INCOME AND EXPENSES - NET Allowance for equity funds used during construction - - 98 - Post-in-service carrying costs - - - - Phase-in deferred return - - 8,008 - Equity in earnings of consolidated subsidiaries 284,596 - - - Equity in earnings of unconsolidated subsidiaries - - - - Income taxes 3,314 - 33,286 (1,039) Other - net (2,660) (472) (14,262) 6,997 ------------ ------------ ----------------- ------------ 285,250 (472) 27,130 5,958 INCOME BEFORE INTEREST AND OTHER CHARGES 285,250 1,359 354,981 216,660 INTEREST AND OTHER CHARGES Interest on long-term debt - - 110,134 71,638 Other interest 32,012 1,359 10,327 13,584 Allowance for borrowed funds used during construction - - (4,633) (767) Preferred dividend requirements of subsidiaries - - - - ------------ ------------ ----------------- ------------ 32,012 1,359 115,828 84,455 NET INCOME BEFORE EXTRAORDINARY ITEM 253,238 - 239,153 132,205 Extraordinary Item - equity share of windfall profits tax (less applicable income taxes of $0) Preferred Dividend Requirement - - 868 11,701 ------------ ------------ ----------------- ------------ NET INCOME $ 253,238 $ - $ 238,285 $ 120,504 AVERAGE COMMON SHARES OUTSTANDING EARNINGS PER COMMON SHARE Net income before extraordinary item Extraordinary item Net income EARNINGS PER COMMON SHARE - ASSUMING DILUTION Net income before extraordinary item Extraordinary item Net income DIVIDENDS DECLARED PER COMMON SHARE 1/ See accompanying consolidating statements of income (loss).
CINERGY CORP. CONSOLIDATING STATEMENT OF INCOME (CONTINUED) FOR THE YEAR ENDED DECEMBER 31, 1997 (in thousands, except per share amounts) Consolidated Cinergy Consolidated Investments, Inc. Eliminations Cinergy Corp. -------------------------------------------------- OPERATING REVENUES Electric Non-affiliated companies $ - $ - $ 3,861,698 Affiliated companies - (53,027) - Gas Non-affiliated companies - - 491,145 Affiliated companies (4,475) - Other - (483,823) - -------------- ------------ ------------ - (541,325) 4,352,843 OPERATING EXPENSES Fuel used in electric production - - 693,435 Gas purchased - 35 266,158 Purchased and exchanged power Non-affiliated companies - - 1,219,358 Affiliated companies - (42,405) - Other operation - (483,911) 637,945 Maintenance - - 176,471 Depreciation - (920) 289,077 Amortization of phase-in deferrals - - 13,483 Post-in-service deferred operating expenses - net - - 4,362 Income taxes - - 248,937 Taxes other than income taxes - (12,333) 265,024 -------------- ------------ ------------ - (539,534) 3,814,250 OPERATING INCOME - (1,791) 538,593 OTHER INCOME AND EXPENSES - NET Allowance for equity funds used during construction - - 98 Post-in-service carrying costs - - - Phase-in deferred return - - 8,008 Equity in earnings of consolidated subsidiaries - (284,596) - Equity in earnings of unconsolidated subsidiaries 60,392 - 60,392 Income taxes 376 - 35,937 Other - net (15,483) (5,622) (31,502) -------------- ------------ ------------ 45,285 (290,218) 72,933 INCOME BEFORE INTEREST AND OTHER CHARGES 45,285 (292,009) 611,526 INTEREST AND OTHER CHARGES Interest on long-term debt - - 181,772 Other interest 10,078 (7,413) 59,947 Allowance for borrowed funds used during construction - - (5,400) Preferred dividend requirements of subsidiaries - 12,569 12,569 -------------- ------------ ------------ 10,078 5,156 248,888 NET INCOME BEFORE EXTRAORDINARY ITEM 35,207 (297,165) 362,638 Extraordinary Item - equity share of windfall profits tax (less applicable income taxes of $0) (109,400) - (109,400) Preferred Dividend Requirement - (12,569) - -------------- ------------ ------------ NET INCOME $ (74,193) $ (284,596) $ 253,238 AVERAGE COMMON SHARES OUTSTANDING 157,685 EARNINGS PER COMMON SHARE Net income before extraordinary item $2.30 Extraordinary item $0.69 Net income $1.61 EARNINGS PER COMMON SHARE - ASSUMING DILUTION Net income before extraordinary item $2.28 Extraordinary item $0.69 Net income $1.59 DIVIDENDS DECLARED PER COMMON SHARE $1.80 1/ See accompanying consolidating statements of income (loss).
CINERGY CORP. CONSOLIDATING BALANCE SHEET DECEMBER 31, 1997 (dollars in thousands) Consolidated Consolidated Cinergy The Cincinnati Gas PSI Energy, Cinergy Corp. Services, Inc. & Electric Company 1/ Inc. 1/ ---------------------------------------------------------------------- ASSETS UTILITY PLANT - ORIGINAL COST In service Electric $ - $ - $ 4,700,631 $ 4,280,551 Gas - - 746,903 - Common - - 186,078 - -------------- --------------- ------------------ -------------- - - 5,633,612 4,280,551 Accumulated depreciation - - 2,008,005 1,792,317 -------------- --------------- ------------------ -------------- - - 3,625,607 2,488,234 Construction work in progress - - 118,133 65,129 -------------- --------------- ------------------ -------------- Total utility plant - - 3,743,740 2,553,363 CURRENT ASSETS Cash and temporary cash investments 11,491 - 2,349 18,169 Restricted deposits - - 1,173 1,146 Notes receivable from affiliated companies 447 - 27,193 21,998 Accounts receivable - net 218 339 193,549 198,008 Accounts receivable from affiliated companies 80,818 19,534 35,507 6,384 Materials, supplies, and fuel - at average cost Fuel for use in electric production - - 29,682 28,234 Gas stored for current use - - 29,174 - Other materials and supplies - - 49,111 26,955 Prepayments and other 1,540 - 31,827 4,438 -------------- --------------- ------------------ -------------- 94,514 19,873 399,565 305,332 OTHER ASSETS Regulatory assets Amounts due from customers - income taxes - - 350,515 23,941 Post-in-service carrying costs and deferred operating expenses - - 134,672 43,832 Coal contract buyout costs - - - 122,485 Deferred demand-side management costs - - 38,318 71,278 Phase-in deferred return and depreciation - - 89,689 - Deferred merger costs - - 16,557 73,789 Unamortized costs of reacquiring debt - - 36,575 29,667 Other - - 1,439 44,094 Investments in consolidated subsidiaries 3,055,985 - - - Investments in unconsolidated subsidiaries - - - - Other 3,668 19,619 103,368 138,650 -------------- --------------- ------------------ -------------- 3,059,653 19,619 771,133 547,736 $ 3,154,167 $ 39,492 $ 4,914,438 $ 3,406,431 1/ See accompanying consolidating balance sheets.
CINERGY CORP. CONSOLIDATING BALANCE SHEET (CONTINUED) DECEMBER 31, 1997 (dollars in thousands) Consolidated Cinergy Investments, Consolidated Inc. 1/ Eliminations Cinergy Corp. ------------------------------------------------ ASSETS UTILITY PLANT - ORIGINAL COST In service Electric $ - $ - $ 8,981,182 Gas - - 746,903 Common - - 186,078 ------------- ---------------- --------------- - - 9,914,163 Accumulated depreciation - - 3,800,322 ------------- ---------------- --------------- - - 6,113,841 Construction work in progress - - 183,262 ------------- ---------------- --------------- Total utility plant - - 6,297,103 CURRENT ASSETS Cash and temporary cash investments 21,301 - 53,310 Restricted deposits - - 2,319 Notes receivable from affiliated companies - (49,638) - Accounts receivable - net 21,511 1 413,626 Accounts receivable from affiliated companies - (142,243) - Materials, supplies, and fuel - at average cost Fuel for use in electric production - - 57,916 Gas stored for current use - - 29,174 Other materials and supplies - - 76,066 Prepayments and other 366 - 38,171 ------------- ---------------- --------------- 43,178 (191,880) 670,582 OTHER ASSETS Regulatory assets Amounts due from customers - income taxes - - 374,456 Post-in-service carrying costs and deferred operating expenses - - 178,504 Coal contract buyout costs - - 122,485 Deferred demand-side management costs - - 109,596 Phase-in deferred return and depreciation - - 89,689 Deferred merger costs - - 90,346 Unamortized costs of reacquiring debt - - 66,242 Other - - 45,533 Investments in consolidated subsidiaries - (3,055,985) - Investments in unconsolidated subsidiaries 537,720 - 537,720 Other 15,028 (4,436) 275,897 ------------- ---------------- --------------- 552,748 (3,060,421) 1,890,468 $ 595,926 $ (3,252,301) $ 8,858,153 1/ See accompanying consolidating balance sheets.
CINERGY CORP. CONSOLIDATING BALANCE SHEET DECEMBER 31, 1997 (dollars in thousands) Consolidated Consolidated Cinergy The Cincinnati Gas PSI Energy, Cinergy Corp. Services, Inc. & Electric Company 1/ Inc. 1/ ------------- -------------- --------------------- -------------- COMMON STOCK EQUITY Common stock - $.01 par value; authorized shares 600,000,000; outstanding shares - 157,744,658 $ 1,577 $ - $ - $ - Common stock of subsidiaries - - 762,136 539 Paid-in capital 1,573,064 - 534,649 400,893 Retained earnings (deficit) 965,084 - 313,803 636,228 Cumulative foreign currency translation adjustment (525) - - - ------------- ------------- ------------------ -------------- Total common stock equity 2,539,200 - 1,610,588 1,037,660 CUMULATIVE PREFERRED STOCK OF SUBSIDIARIES Not subject to mandatory redemption - - 20,793 157,196 LONG-TERM DEBT - - 1,324,432 826,470 ------------- ------------- ------------------ -------------- Total capitalization 2,539,200 - 2,955,813 2,021,326 CURRENT LIABILITIES Long-term debt due within one year - - - 85,000 Notes payable and other short-term obligations 600,428 - 289,000 190,600 Notes payable to affiliated companies - 20,950 12,253 16,435 Accounts payable 447 15,547 249,538 212,833 Accounts payable to affiliated companies 15,551 2,274 10,821 41,326 Accrued taxes (14,653) 1,232 149,129 69,304 Accrued interest (256) - 25,430 21,369 Other - - 29,950 2,560 ------------- ------------- ------------------ ------------- 601,517 40,003 766,121 639,427 OTHER LIABILITIES Deferred income taxes 13,291 (651) 794,396 403,535 Unamortized investment tax credits - - 116,966 49,296 Accrued pension and other postretirement benefit costs - - 180,566 116,576 Other 159 140 100,576 176,271 ------------- ------------- ------------------ ------------- 13, 450 (511) 1,192,504 745,678 $ 3,154,167 $ 39,492 $ 4,914,438 $ 3,406,431
CINERGY CORP. CONSOLIDATING BALANCE SHEET (CONTINUED) DECEMBER 31, 1997 (dollars in thousands) Consolidated Cinergy Investments, Consolidated Inc. 1/ Eliminations Cinergy Corp. -------------- --------------- --------------- CAPITALIZATION AND LIABILITIES COMMON STOCK EQUITY Common stock - $.01 par value; authorized shares 600,000,000; outstanding shares - 157,744,658 $ - $ - $ 1,577 Common stock of subsidiaries - (762,675) - Paid-in capital 481,753 (1,417,295) 1,573,064 Retained earnings (deficit) (68,905) (881,126) 965,084 Cumulative foreign currency translation adjustment (262) 262 (525) -------------- --------------- --------------- Total common stock equity 412,586 (3,060,834) 2,539,200 CUMULATIVE PREFERRED STOCK OF SUBSIDIARIES Not subject to mandatory redemption - - 177,989 LONG-TERM DEBT - - 2,150,902 -------------- --------------- --------------- Total capitalization 412,586 (3,060,834) 4,868,091 CURRENT LIABILITIES Long-term debt due within one year - - 85,000 Notes payable and other short-term obligations 34,000 - 1,114,028 Notes payable to affiliated companies - (49,638) - Accounts payable 9,443 908 488,716 Accounts payable to affiliated companies 72,270 (142,242) - Accrued taxes (17,979) - 187,033 Accrued interest 79 - 46,622 Other 46,683 - 79,193 -------------- --------------- --------------- 144,496 (190,972) 2,000,592 OTHER LIABILITIES Deferred income taxes 38,467 (495) 1,248,543 Unamortized investment tax credits - - 166,262 Accrued pension and other postretirement benefit costs - - 297,142 Other 377 - 277,523 -------------- --------------- --------------- 38,844 (495) 1,989,470 $ 595,926 $ (3,252,301) $ 8,858,153
CINERGY CORP. CONSOLIDATING STATEMENT OF CHANGES IN COMMON STOCK EQUITY (dollars in thousands) Consolidated Consolidated Cinergy The Cincinnati Gas PSI Cinergy Corp. Services, Inc. & Electric Company 1/ Energy, Inc. 1/ --------------------------------------------------------------------------------------- BALANCE AT DECEMBER 31, 1996 $ 2,584,454 $ - $ 1,545,815 $ 1,029,575 Net Income (loss) 253,238 - 239,153 132,205 Issuance of 65,529 shares of common stock - net 2,066 - - - Contributions from parent company - - - - Treasury shares purchased (46,210) - - - Treasury shares reissued 26,740 - - - Dividends on preferred stock - - (871) (11,795) Dividends on common stock (283,866) - (170,400) (113,600) Translation adjustments (394) - - - Other 3,172 - (3,109) 1,275 ------------------- ------------------ ------------------ -------------- BALANCE AT DECEMBER 31, 1997 $ 2,539,200 $ - $ 1,610,588 $ 1,037,660 1/ See accompanying consolidating statements of changes in common stock equity. 2/ Par values, authorized shares, and outstanding shares are as follows: Par Value Authorized Shares Outstanding Shares ------------------- ------------------ ------------------ (in thousands) --------------------------------------- Cinergy $0.01 600,000 157,745 CG&E $8.50 120,000 89,663 PSI $0.01 stated 60,000 53,914 value Services $0.05 - 3/ - 3/ Investments $0.01 - 3/ - 3/ 3/ Services and Investments each have authority to issue 100 share of common stock. At December 31, 1997, Services and Investments had 50 shares and 100 shares, respectively, outstanding.
CINERGY CORP. CONSOLIDATING STATEMENT OF CHANGES IN COMMON STOCK EQUITY (CONTINUED) (dollars in thousands) Consolidated Cinergy Consolidated Investments, Inc. 1/ Eliminations Cinergy Corp. --------------------------------------------------------- BALANCE AT DECEMBER 31, 1996 $ 531,057 $ (3,106,447) $ 2,584,454 - Net Income (loss) (74,193) (297,165) 253,238 Issuance of 65,529 shares of common stock - net - - 2,066 Contributions from parent company (33,720) 33,720 - Treasury shares purchased - - (46,210) Treasury shares reissued - - 26,740 Dividends on preferred stock - 12,666 - Dividends on common stock (10,427) 294,427 (283,866) Translation adjustments (131) 131 (394) Other - 1,834 3,172 --------------- ---------------- --------------- BALANCE AT DECEMBER 31, 1997 $ 412,586 $ (3,060,834) $ 2,539,200 1/ See accompanying consolidating statements of changes in common stock equity. 2/ Par values, authorized shares, and outstanding shares are as follows: Par Value Authorized Shares Outstanding Shares ------------------- ------------------ ------------------ (in thousands) --------------------------------------- Cinergy $0.01 600,000 157,745 CG&E $8.50 120,000 89,663 PSI $0.01 stated 60,000 53,914 value Services $0.05 - 3/ - 3/ Investments $0.01 - 3/ - 3/ 3/ Services and Investments each have authority to issue 100 share of common stock. At December 31, 1997, Services and Investments had 50 shares and 100 shares, respectively, outstanding.
CINERGY CORP. CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1997 (in thousands) Consolidated Consolidated Cinergy The Cincinnati Gas PSI Cinergy Corp. Services, Inc. & Electric Company 1/ Energy, Inc. 1/ --------------------------------------------------------------------------- Operating Activities Net income (loss) $ 253,238 $ - $ 239,153 $ 132,205 Items providing or (using) cash: Depreciation - 920 163,418 125,659 Deferred income taxes and investment tax credits - net 56 - 16,443 35,661 Equity in earnings of unconsolidated subsidiaries Extraordinary item - equity share of windfall profits tax Allowance for equity funds used during construction - - (98) - Regulatory assets - net - - 32,822 38,488 Changes in current assets and current liabilities Restricted deposits - - (2) (596) Accounts receivable, net of reserves on receivables sold (70,557) (5,039) (105,829) (149,290) Materials, supplies, and fuel - - 6,872 14,944 Accounts payable (9,795) 5,018 81,569 126,979 Litigation settlement - - - - Accrued taxes and interest (1,445) 3,799 (272) (6,578) Other items - net 26,768 (821) 4,629 14,630 -------------- ------------- ----------------- -------------- Net cash provided by operating activities 198,265 3,877 438,705 332,102 Financing Activities Issuance of common stock 2,066 - - - Issuance of long-term debt - - 100,062 - Funds on deposit from issuance of long-term debt - - - - Retirement of preferred stock of subsidiaries - - (234) (16,035) Redemption of long-term debt - - (290,612) (45,700) Change in short-term debt 91,421 2,461 86,662 22,120 Dividends on preferred stock (871) (11,795) Dividends on common stock (283,866) - (170,400) (113,600) -------------- ------------- ----------------- -------------- Net cash provided by (used in) financing activities (190,379) 2,461 (275,393) (165,010) Investing Activities Construction expenditures (less allowance for equity funds used during construction) - (13,347) (156,499) (141,552) Deferred demand-side management costs - - (9,584) (10,282) Investment in unconsolidated subsidiary -------------- ------------- ----------------- -------------- Net cash used in investing activities - (13,347) (166,083) (151,834) Net increase (decrease) in cash and temporary cash investments 7,886 (7,009) (2,771) 15,258 Cash and temporary cash investments at beginning of period 3,605 7,009 5,120 2,911 -------------- ------------- ----------------- -------------- Cash and temporary cash investments at end of period $ 11,491 $ - $ 2,349 $ 18,169 1/ See accompanying consolidating statements of cash flows.
CINERGY CORP. CONSOLIDATING STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED DECEMBER 31, 1997 (in thousands) Consolidated Cinergy Consolidated Investments, Inc. 1/ Eliminations Cinergy Corp. ---------------------------------------------------------- Operating Activities Net income (loss) $ (74,193) $ (297,165) $ 253,238 Items providing or (using) cash: Depreciation - (920) 289,077 Deferred income taxes and investment tax credits - net 15,478 - 67,638 Equity in earnings of unconsolidated subsidiaries (35,239) (35,239) Extraordinary item - equity share of windfall profits tax 109,400 109,400 Allowance for equity funds used during construction - - (98) Regulatory assets - net - - 71,310 Changes in current assets and current liabilities Restricted deposits - - (598) Accounts receivable, net of reserves on receivables sold 4,074 109,484 (217,157) Materials, supplies, and fuel 1 - 21,817 Accounts payable 71,254 (91,729) 183,296 Litigation settlement - - - Accrued taxes and interest (16,918) - (21,414) Other items - net (15,122) 2,091 32,175 ---------------- -------------- ------------ Net cash provided by operating activities 58,735 (278,239) $753,445 Financing Activities Issuance of common stock - - 2,066 Issuance of long-term debt - - 100,062 Funds on deposit from issuance of long-term debt - - - Retirement of preferred stock of subsidiaries - - (16,269) Redemption of long-term debt - - (336,312) Change in short-term debt 7,000 (17,853) 191,811 Dividends on preferred stock 12,666 - Dividends on common stock (10,427) 294,427 (283,866) ---------------- -------------- ------------ Net cash provided by (used in) financing activities (3,427) 289,240 (342,508) Investing Activities Construction expenditures (less allowance for equity funds used during construction) (5,657) (11,000) (328,055) Deferred demand-side management costs - (1) (19,867) Investment in unconsolidated subsidiary (29,032) (29,032) ---------------- -------------- ------------ Net cash used in investing activities (34,689) (11,001) (376,954) Net increase (decrease) in cash and temporary cash investments 20,619 - 33,983 Cash and temporary cash investments at beginning of period 682 - 19,327 ---------------- -------------- ------------ Cash and temporary cash investments at end of period $ 21,301 $ - $ 53,310 1/ See accompanying consolidating statements of cash flows.
EX-99 21 CINERGY 12/31/97 U5S
THE CINCINNATI GAS & ELECTRIC COMPANY CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1997 (dollars in thousands, except per share amounts) The Union Light, The West The Cincinnati Gas Heat and Lawrenceburg Harrison Gas and & Electric Company Power Company Gas Company Electric Company ---------------------------------------------------------------------- OPERATING REVENUES Electric Non-affiliated companies $ 1,727,640 $ 192,774 $ - $ 501 Affiliated companies 180,492 - - - Gas Non-affiliated companies 403,953 78,502 8,503 - Affiliated companies 4,543 346 - - ---------------- ------------ ----------- ---------- 2,316,628 271,622 8,503 501 OPERATING EXPENSES Fuel used in electric production 299,703 - - - Gas purchased 217,672 44,354 5,075 - Purchased and exchanged power - Non-affiliated companies 583,065 - Affiliated companies 12,538 145,906 - 330 Other operation 274,885 31,153 1,509 62 Maintenance 84,254 5,764 79 - Depreciation 150,414 12,369 436 19 Amortization of phase-in deferrals 13,483 - - - Amortization of post-in-service deferred operating expenses 3,290 - - - Income taxes 161,896 9,586 352 10 Taxes other than income taxes 206,883 4,055 325 11 --------------- ------------ ----------- ---------- 2,008,083 253,187 7,776 432 OPERATING INCOME 308,545 18,435 727 69 OTHER INCOME AND EXPENSES - NET Allowance for equity funds used during construction - 97 1 - Phase-in deferred return 8,008 - - - Equity in earnings of subsidiaries 14,126 - - - Income taxes 32,596 1,100 9 5 Other - net (11,413) (1,947) (19) (13) --------------- ------------ ----------- ---------- 43,317 (750) (9) (8) INCOME BEFORE INTEREST 351,862 17,685 718 61 INTEREST Interest on long-term debt 106,492 3,523 119 - Other interest 9,529 1,396 39 1 Allowance for borrowed funds used during construction (3,312) (151) (6) - --------------- ------------ ----------- ---------- 112,709 4,768 152 1 NET INCOME 239,153 12,917 566 60 PREFERRED DIVIDEND REQUIREMENT 868 - - - ---------------- ------------ ------------- ---------- NET INCOME APPLICABLE TO COMMON STOCK $ 238,285 $ 12,91785 $ 566 $ 60
THE CINCINNATI GAS & ELECTRIC COMPANY CONSOLIDATING STATEMENT OF INCOME (CONTINUED) FOR THE YEAR ENDED DECEMBER 31, 1997 (dollars in thousands, except per share amounts) Consolidated Miami Tri-State KO The Cincinnati Gas Power Corp. Improvement Co. Transmission Co. Eliminations & Electric Company ----------------------------------------------------------------------------------------- OPERATING REVENUES Electric Non-affiliated companies $ - $ - $ - $ - $ 1,920,915 Affiliated companies 27 - - (145,178) 35,341 Gas Non-affiliated companies - - 222 (35) 491,145 Affiliated companies - - 736 (1,150) 4,475 ----------- ------------- ------------ ------------ ------------ 27 - 958 (146,363) 2,451,876 OPERATING EXPENSES Fuel used in electric production - - - 784 300,487 Gas purchased - - - (978) 266,123 Purchased and exchanged power Non-affiliated companies - - - - 583,065 Affiliated companies - - - (146,301) 12,473 Other operation 3 10 661 (44) 308,239 Maintenance - - - - 90,097 Depreciation 1 - 179 - 163,418 Amortization of phase-in deferrals - - - - 13,483 Amortization of post-in-service deferred operating expenses - - - - 3,290 Income taxes 4 - 35 164 172,047 Taxes other than income taxes 5 17 7 - 211,303 ----------- ------------- ------------ ------------ ------------- 13 27 882 (146,375) 2,124,025 OPERATING INCOME 14 (27) 76 12 327,851 OTHER INCOME AND EXPENSES - NET Allowance for equity funds used during construction - - - - 98 Phase-in deferred return - - - - 8,008 Equity in earnings of subsidiaries - - - (14,126) - Income taxes - (424) - - 33,286 Other - net - 1,399 - (2,269) (14,262) ----------- ------------- ------------ ------------ ------------- - 975 - (16,395) 27,130 INCOME BEFORE INTEREST 14 948 76 (16,383) 354,981 INTEREST Interest on long-term debt - - - - 110,134 Other interest - 1,632 - (2,270) 10,327 Allowance for borrowed funds used during construction - (1,164) - - (4,633) ----------- ------------- ------------ ------------ ------------- - 468 - (2,270) 115,828 NET INCOME 14 480 76 (14,113) 239,153 PREFERRED DIVIDEND REQUIREMENT - - - - 868 ----------- ------------- ------------ ------------ ------------- NET INCOME APPLICABLE TO COMMON STOCK $ 14 $ 480 $ 76 $ (14,113) $ 238,285
THE CINCINNATI GAS & ELECTRIC COMPANY CONSOLIDATING BALANCE SHEET DECEMBER 31, 1997 (dollars in thousands) The Union Light The West The Cincinnati Gas Heat and Lawrenceburg Harrison Gas and & Electric Company Power Company Gas Company Electric Company ----------------------------------------------------------------- ASSETS UTILITY PLANT - ORIGINAL COST In service Electric $ 4,495,369 $ 204,111 $ - $ 587 Gas 568,754 155,167 14,949 - Common 167,005 19,073 - - ---------------- ------------- -------------- --------------- 5,231,128 378,351 14,949 587 Accumulated depreciation 1,862,629 133,213 4,374 204 ---------------- ------------- -------------- --------------- 3,368,499 245,138 10,575 383 Construction work in progress 103,514 14,346 273 - ---------------- ------------- -------------- --------------- Total utility plant 3,472,013 259,484 10,848 383 CURRENT ASSETS Cash and temporary cash investments 1,555 546 121 53 Restricted deposits 1,173 - - - Notes receivable from affiliated companies 39,751 - - - Accounts receivable - net 184,618 7,308 1,514 56 Accounts receivable from affiliated companies 53,694 446 80 - Materials, supplies, and fuel - at average cost Fuel for use in electric production 29,682 - - - Gas stored for current use 23,758 5,401 14 - Other materials and supplies 48,418 693 - - Prepayments and other 31,432 385 10 - ---------------- ------------- -------------- --------------- 414,081 14,779 1,739 109 OTHER ASSETS Regulatory assets Amounts due from customers - income taxes 350,509 - - 6 Post-in-service carrying costs and deferred operating expenses 134,672 - - - Phase-in deferred return and depreciation 89,689 - - - Deferred demand-side management costs 38,318 - - - Deferred merger costs 11,344 5,213 - - Unamortized costs of reacquiring debt 32,985 3,590 - - Other (823) 2,262 - - Investments in consolidated subsidiaries 164,307 - - - Other 58,774 6,262 126 2 ---------------- ------------- -------------- --------------- 879,775 17,327 126 8 $ 4,765,869 $ 291,590 $ 12,713 $ 500
THE CINCINNATI GAS & ELECTRIC COMPANY CONSOLIDATING BALANCE SHEET (CONTINUED) DECEMBER 31, 1997 (dollars in thousands) Consolidated Miami Tri-State KO The Cincinnati Gas Power Corp. Improvement Co. Transmission Co. Eliminations & Electric Company -------------------------------------------------------------------------------- ASSETS UTILITY PLANT - ORIGINAL COST In service Electric $ 564 $ - $ - $ - $ 4,700,631 Gas - - 8,033 - 746,903 Common - - - - 186,078 ----------- ------------ ------------- ----------- --------------- 564 - 8,033 - 5,633,612 Accumulated depreciation - 7,029 - 2,008,005 ----------- ------------ ------------- ----------- --------------- 8 - 1,004 - 3,625,607 Construction work in progress - - - 118,133 ----------- ------------ ------------- ----------- --------------- Total utility plant - 1,004 - 3,743,740 CURRENT ASSETS Cash and temporary cash investments 4 70 - - 2,349 Restricted deposits - - - - 1,173 Notes receivable from affiliated companies - - - (12,558) 27,193 Accounts receivable - net - 5 48 - 193,549 Accounts receivable from affiliated companies 2 372 13 (19,100) 35,507 Materials, supplies, and fuel - at average cost Fuel for use in electric production - - - - 29,682 Gas stored for current use - - - 1 29,174 Other materials and supplies - - - - 49,111 Prepayments and other - - - - 31,827 ----------- ------------- ------------- ----------- --------------- 6 447 61 (31,657) 399,565 OTHER ASSETS Regulatory assets Amounts due from customers - income taxes - - - - 350,515 Post-in-service carrying costs and deferred operating expenses - - - - 134,672 Phase-in deferred return and depreciation - - - - 89,689 Deferred demand-side management costs - - - - 38,318 Deferred merger costs - - - - 16,557 Unamortized costs of reacquiring debt - - - - 36,575 Other - - - - 1,439 Investments in consolidated subsidiaries - - - (164,307) - Other - 37,782 421 1 103,368 ----------- ------------- ------------- ----------- --------------- - 37,782 421 (164,306) 771,133 $ 14 $ 38,229 $ 1,486 $(195,963) $ 4,914,438
THE CINCINNATI GAS & ELECTRIC COMPANY CONSOLIDATING BALANCE SHEET DECEMBER 31, 1997 (dollars in thousands) The Union Light, The West The Cincinnati Gas Heat and Lawrenceburg Harrison Gas and & Electric Company Power Company Gas Company Electric Company -------------------------------------------------------------------- CAPITALIZATION AND LIABILITIES COMMON STOCK EQUITY Common stock - $8.50 par value; authorized shares - 120,000,000; outstanding shares - 89,663,086 $ 762,136 $ - $ - $ - Common stock of subsidiaries - 8,780 538 20 Paid-in capital 534,649 18,683 - - Retained earnings (deficit) 313,803 95,450 6,269 327 -------------- ------------- ------------ -------------- Total common stock equity 1,610,588 122,913 6,807 347 CUMULATIVE PREFERRED STOCK Not subject to mandatory redemption 20,793 - - - LONG-TERM DEBT 1,278,561 44,671 1,200 - -------------- ------------- ------------ -------------- Total capitalization 2,909,942 167,584 8,007 347 CURRENT LIABILITIES Notes payable and other short-term obligations 289,000 - - - Notes payable to affiliated companies 405 23,487 909 10 Accounts payable 237,470 11,097 757 - Accounts payable to affiliated companies 8,923 19,712 308 27 Accrued taxes 141,621 6,332 321 5 Accrued interest 24,105 1,286 37 2 Other 25,407 4,364 172 7 -------------- ------------- ------------ -------------- 726,931 66,278 2,504 51 OTHER LIABILITIES Deferred income taxes 763,767 26,211 1,141 72 Unamortized investment tax credits 112,228 4,516 210 11 Accrued pension and other postretirement benefit costs 165,965 14,044 539 14 Amounts due to customers - income taxes 6,566 139 Other 87,036 6,391 173 5 -------------- ------------- ------------ -------------- 1,128,996 57,728 2,202 102 $ 4,765,869 $ 291,590 $ 12,713 $ 500
THE CINCINNATI GAS & ELECTRIC COMPANY CONSOLIDATING BALANCE SHEET (CONTINUED) DECEMBER 31, 1997 (dollars in thousands) Consolidated Miami Tri-State KO The Cincinnati Gas Power Corp. Improvement Co. Transmission Co. Eliminations & Electric Company -------------------------------------------------------------------------------- CAPITALIZATION AND LIABILITIES COMMON STOCK EQUITY Common stock - $8.50 par value; authorized shares - 120,000,000; outstanding shares - 89,663,086 $ - $ - $ - $ - $ 762,136 Common stock of subsidiaries 1 25 - (9,364) - Paid-in capital - - 515 (19,198) 534,649 Retained earnings (deficit) 3 909 (45) (102,913) 313,803 ---------- ----------- -------------- ----------- -------------- Total common stock equity 4 934 470 (131,475) 1,610,588 CUMULATIVE PREFERRED STOCK Not subject to mandatory redemption - - - - 20,793 LONG-TERM DEBT - 32,926 - (32,926) 1,324,432 ---------- ----------- -------------- ----------- -------------- Total capitalization 4 33,860 470 (164,401) 2,955,813 CURRENT LIABILITIES Notes payable and other short-term obligations - - - - 289,000 Notes payable to affiliated companies - - - (12,558) 12,253 Accounts payable - 214 - - 249,538 Accounts payable to affiliated companies - - 952 (19,101) 10,821 Accrued taxes 6 744 100 - 149,129 Accrued interest - - - - 25,430 Other - - - - 29,950 ---------- ----------- -------------- ----------- -------------- 6 958 1,052 (31,659) 766,121 OTHER LIABILITIES Deferred income taxes (33) 3,401 (36) (127) 794,396 Unamortized investment tax credits - - - 1 116,966 Accrued pension and other postretirement benefit costs 4 - - 180,566 Amounts due to customers - income taxes 33 223 6,961 Other - 10 - 93,615 ---------- ----------- -------------- ----------- -------------- 4 3,411 (36) 97 1,192,504 $ 14 $ 38,229 $ 1,486 $(195,963) $ 4,914,438
THE CINCINNATI GAS & ELECTRIC COMPANY CONSOLIDATING STATEMENT OF CHANGES IN COMMON STOCK EQUITY (dollars in thousands) The Union The West The Cincinnati Light, Heat Harrison Gas Gas & Electric and Power Lawrenceburg and Electric Company Company Gas Company Company -------------------------------------------------------------------- BALANCE AT DECEMBER 31, 1996 $ 1,545,815 $ 120,103 $ 6,482 $ 317 Net Income 239,153 12,917 566 60 Dividends on preferred stock (871) - - - Dividends on common stock (170,400) (9,951) (226) (30) Other (3,109) (156) (15) - ------------------ --------------- -------------- -------------- BALANCE AT DECEMBER 31, 1997 $ 1,610,588 $ 122,913 $ 6,807 $ 347
THE CINCINNATI GAS & ELECTRIC COMPANY CONSOLIDATING STATEMENT OF CHANGES IN COMMON STOCK EQUITY (CONTINUED) (dollars in thousands) Consolidated Tri-State KO The Cincinnati Miami Improvement Transmission Gas & Electric Power Corp. Co. Co. Eliminations Company -------------------------------------------------------------------------------- BALANCE AT DECEMBER 31, 1996 $ (5) $ 454 $ 544 $ (127,895) $ 1,545,815 Net Income 14 480 76 (14,113) 239,153 Dividends on preferred stock - - - (871) Dividends on common stock (5) - (150) 10,362 (170,400) Other - - 171 (3,109) ------------ --------------- -------------- ---------------- ------------------ BALANCE AT DECEMBER 31, 1997 $ 4 $ 934 $ 470 $ (131,475) $ 1,610,588
THE CINCINNATI GAS & ELECTRIC COMPANY CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1997 (in thousands) The Union Light, The West The Cincinnati Gas Heat and Lawrenceburg Harrison Gas and & Electric Company Power Company Gas Company Electric Company -------------------------------------------------------------------- Operating Activities Net income $239,153 $12,917 $566 $60 Items providing or (using) cash: Depreciation 150,414 12,369 436 19 Deferred income taxes and investment tax credits - net 22,496 (6,124) (353) 3 Allowance for equity funds used during construction - (97) (1) - Regulatory assets - net 32,528 100 194 - Changes in current assets and current liabilities Restricted deposits (2) - - - Accounts and notes receivable, net of reserves on receivables sold (96,437) 4,507 249 23 Materials, supplies, and fuel 5,900 973 (1) - Accounts payable 83,274 2,020 (246) (49) Accrued taxes and interest (8,355) 7,920 10 (3) Other items - net (7,838) 5,343 492 16 -------------- ------------ ------------- ------------ Net cash provided by (used in) operating activities 421,133 39,928 1,346 69 Financing Activities Issuance of long-term debt 100,062 - - - Retirement of preferred stock (234) - - - Redemption of long-term debt (290,612) - - - Change in short-term debt 74,814 (7,162) (524) 10 Dividends on preferred stock (871) - - - Dividends on common stock (170,400) (9,951) (226) (30) -------------- ------------ ------------- ------------ Net cash used in investint activities (287,241) (17,113) (750) (20) Investing Activities Construction expenditures (less allowance for equity funds used during construction) (126,445) (23,466) (628) (7) Deferred demand-side management costs (9,584) - - - -------------- ------------ ------------- ------------ Net cash used in investing activities (136,029) (23,466) (628) (7) Net increase (decrease) in cash and temporary cash investments (2,137) (651) (32) 42 Cash and temporary cash investments at beginning of period 3,692 1,197 153 11 -------------- ------------ ------------- ------------ Cash and temporary cash investments at end of period $ 1,555 $ 546 $ 121 $ 53
THE CINCINNATI GAS & ELECTRIC COMPANY CONSOLIDATING STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED DECEMBER 31, 1997 (in thousands) Consolidated Miami Tri-State KO The Cincinnati Gas Power Corp. Improvement Co. Transmission Co. Eliminations & Electric Company -------------------------------------------------------------------------------- Operating Activities Net income $ 14 $ 480 $ 76 $(14,113) $ 239,153 Items providing or (using) cash: Depreciation 1 - 179 - 163,418 Deferred income taxes and investment tax credits - net - 347 (21) 95 16,443 Allowance for equity funds used during construction - - - - (98) Regulatory assets - net - - - - 32,822 Changes in current assets and current liabilities Restricted deposits - - - - (2) Accounts and notes receivable, net of reserves on receivables sold (1) 2,369 (43) (16,496) (105,829) Materials, supplies, and fuel - - - - 6,872 Accounts payable (75) (87) (139) (3,129) 81,569 Accrued taxes and interest 4 34 50 68 (272) Other items - net (1) 3,462 48 3,107 4,629 ------------ ------------ ----------- ------------- -------------- Net cash provided by (used in) operating activities (58) 6,605 150 (30,468) 438,705 Financing Activities Issuance of long-term debt - - - - 100,062 Retirement of preferred stock - - - - (234) Redemption of long-term debt - - - - (290,612) Change in short-term debt - - - 19,524 86,662 Dividends on preferred stock - - - - (871) Dividends on common stock (5) - (150) 10,362 (170,400) ------------ ------------ ----------- ------------- -------------- Net cash used in investint activities (5) - (150) 29,886 (275,393) Investing Activities Construction expenditures (less allowance for equity funds used during construction) - (6,535) - 914 (156,499) Deferred demand-side management costs - - - - (9,584) ------------ ------------ ----------- ------------- -------------- Net cash used in investing activities - (6,535) - 914 (166,083) Net increase (decrease) in cash and temporary cash investments (63) 70 - 332 (2,771) Cash and temporary cash investments at beginning of period 67 - - - 5,120 ------------ ------------ ----------- ------------- -------------- Cash and temporary cash investments at end of period $ 4 $ 70 $ - $ - $ 2,349
EX-99 22 CINERGY 12/31/97 U5S
PSI ENERGY, INC. CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1997 (in thousands) Consolidated PSI Energy PSI PSI Energy, Inc. Argentina, Inc. Eliminations Energy, Inc. 1/ -------------------------------------------------------------------- OPERATING REVENUES Electric Non-affiliated companies $1,940,783 $ - $ - $ 1,940,783 Affiliated companies 17,686 - - 17,686 ---------- ----------- -------- ---------- 1,958,469 - - 1,958,469 OPERATING EXPENSES Fuel 392,948 - - 392,948 Purchased and exchanged power Non-affiliated companies 636,293 - - 636,293 Affiliated companies 29,932 - - 29,932 Other operation 344,878 - - 344,878 Maintenance 86,374 - - 86,374 Depreciation 125,659 - - 125,659 Post-in-service deferred operating expenses - net 1,072 - - 1,072 Income taxes 76,890 - - 76,890 Taxes other than income taxes 53,721 - - 53,721 ---------- ----------- -------- ---------- 1,747,767 - - 1,747,767 OPERATING INCOME 210,702 - - 210,702 OTHER INCOME AND EXPENSES - NET Allowance for equity funds used during construction - - - - Post-in-service carrying costs - - - - Equity in earnings of subsidiary 1,277 - (1,277) - Income taxes (491) (453) (95) (1,039) Other - net 5,172 1,206 619 6,997 ---------- --------- -------- ---------- 5,958 753 (753) 5,958 INCOME BEFORE INTEREST 216,660 753 (753) 216,660 INTEREST Interest on long-term debt 71,638 - - 71,638 Other interest 13,584 - - 13,584 Allowance for borrowed funds used during construction (767) - - (767) ---------- --------- -------- ---------- 84,455 - - 84,455 NET INCOME 132,205 753 (753) 132,205 PREFERRED DIVIDEND REQUIREMENT 11,701 - - 11,701 ---------- --------- -------- ---------- NET INCOME APPLICABLE TO COMMON STOCK $ 120,504 $ 753 $ (753) $ 120,504 1/ PSI Energy, Inc. is the parent company of South Construction Co., which did not have activity for 1997.
PSI ENERGY, INC. CONSOLIDATING BALANCE SHEET DECEMBER 31, 1997 (dollars in thousands) PSI Energy Consolidated PSI Energy, Inc. Argentina, Inc. Eliminations PSI Energy, Inc. 1/ ----------------------------------------------------------------------- ASSETS ELECTRIC UTILITY PLANT - ORIGINAL COST In service $ 4,280,551 $ - $ - $ 4,280,551 Accumulated depreciation 1,792,317 - - 1,792,317 ----------- ---------- --------- ----------- 2,488,234 - - 2,488,234 Construction work in progress 65,129 - - 65,129 ----------- ---------- --------- ----------- Total electric utility plant 2,553,363 - - 2,553,363 CURRENT ASSETS Cash and temporary cash investments 18,169 - - 18,169 Restricted deposits 1,146 - - 1,146 Notes receivable from affiliated companies 21,998 - - 21,998 Accounts receivable - net 198,008 - - 198,008 Accounts receivable from affiliated companies 4,516 1,916 (48) 6,384 Materials, supplies, and fuel - at average cost Fuel 28,234 - - 28,234 Other matrials and supplies 26,955 - - 26,955 Prepayments and other 4,399 39 4,438 ----------- ---------- --------- ----------- 303,425 1,955 (48) 305,332 OTHER ASSETS Regulatory assets Amounts due from customers - income taxes 23,941 - - 23,941 Post-in-service carrying costs and deferred operating expenses 43,832 - - 43,832 Coal contract buyout costs 122,485 - - 122,485 Deferred demand-side management costs 71,278 - - 71,278 Deferred merger costs 73,789 - - 73,789 Unamortized costs of reacquiring debt 29,667 - - 29,667 Other 44,094 - - 44,094 Investment in subsidiary 11,999 - (11,999) - Other 127,945 10,705 - 138,650 ----------- --------- --------- ----------- 549,030 10,705 (11,999) 547,736 $ 3,405,818 $ 12,660 $ (12,047) $ 3,406,431 1/ PSI Energy, Inc. is the parent company of South Construction Co., which did not have activity for 1997.
PSI ENERGY, INC. CONSOLIDATING BALANCE SHEETS DECEMBER 31, 1997 (dollars in thousands) PSI Energy Consolidated PSI Energy, Inc. Argentina, Inc. Eliminations PSI Energy, Inc. 1/ ------------------------------------------------------------------------ CAPITALIZATION AND LIABILITIES COMMON STOCK EQUITY Common stock - without par value; $.01 stated value; authorized shares - 60,000,000; outstanding shares - 53,913,701 $ 539 $ - $ - $ 539 Paid-in capital 400,893 10,705 (10,705) 400,893 Retained earnings 636,228 1,294 (1,294) 636,228 ---------- ------- -------- ---------- Total common stock equity 1,037,660 11,999 (11,999) 1,037,660 CUMULATIVE PREFERRED STOCK Not subject to mandatory redemption 157,196 - - 157,196 LONG-TERM DEBT 826,470 - - 826,470 ---------- ------- -------- ---------- Total capitalization 2,021,326 11,999 (11,999) 2,021,326 CURRENT LIABILITIES Long-term debt due within one year 85,000 - - 85,000 Notes payable and short-term obligations 190,600 - - 190,600 Notes payable to affiliated companies 16,435 - - 16,435 Accounts payable 212,833 - - 212,833 Accounts payable to affiliated companies 40,713 661 (48) 41,326 Accrued taxes 69,304 - 69,304 Accrued interest 21,369 - - 21,369 Other 2,560 - - 2,560 ---------- ------- -------- ---------- 638,814 661 (48) 639,427 OTHER LIABILITIES Deferred income taxes 403,535 - - 403,535 Unamortized investment tax c 49,296 - - 49,296 Accrued pension and other postretirement benefit costs 116,576 - - 116,576 Other 176,271 - - 176,271 ---------- ------- -------- ---------- 745,678 - - 745,678 $3,405,818 $12,660 $(12,047) $3,406,431 1/ PSI Energy, Inc. is the parent company of South Construction Co., which did not have activity for 1997.
PSI ENERGY, INC. CONSOLIDATING STATEMENT OF CHANGES IN COMMON STOCK EQUITY (dollars in thousands) PSI Consolidated PSI Energy PSI Energy, Inc. Argentina, Inc. Eliminations Energy, Inc. 1/ --------------------------------------------------------------------- BALANCE AT DECEMBER 31, 1996 $1,029,575 $11,246 $(11,246) $1,029,575 Net Income 132,205 753 (753) 132,205 Dividends on preferred stock (11,795) (11,795) Dividends on common stock (113,600) (113,600) Other 1,275 - - 1,275 ----------- ------- -------- ---------- BALANCE AT DECEMBER 31, 1997 $ 1,037,660 $11,999 $(11,999) $1,037,660 1/ PSI Energy, Inc. is the parent company of South Construction Co., which did not have activity for 1997.
PSI ENERGY, INC. CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1997 (in thousands) Consolidated PSI Energy PSI PSI Energy, Inc. Argentina, Inc. Eliminations Energy, Inc. 1/ ---------------------------------------------------------------------------------- Operating Activities Net income $132,205 $ 753 ($753) $132,205 Items providing or (using) cash Depreciation 125,659 - - 125,659 Deferred income taxes and investment tax credits - net 35,661 - - 35,661 Regulatory assets - net 38,488 - - 38,488 Changes in current assets and current liabilities Restricted deposits (596) - - (596) Accounts receivable - net (147,462) (1,256) (572) (149,290) Materials, supplies, and fuel 14,944 - - 14,944 Accounts payable 126,366 661 (48) 126,979 Accrued taxes and interest (6,521) (152) 95 (6,578) Other items - net 13,358 (6) 1,278 14,630 -------- ------ ------ -------- Net cash provided by operating activities 332,102 - - 332,102 Financing Activities Retirement of preferred stock (16,035) - - (16,035) Redemption of long-term d (45,700) - - (45,700) Change in short-term debt 22,120 - - 22,120 Dividends on preferred stock (11,795) - - (11,795) Dividends on common stock (113,600) - - (113,600) -------- ------ ------ -------- Net cash used in financing activities (165,010) - - (165,010) Investing Activities Construction expenditures (141,552) - - (141,552) Deferred demand-side management costs (10,282) - - (10,282) -------- ------ ------ -------- Net cash used in investing activities (151,834) - - (151,834) Net increase decrease in cash and temporary cash investments 15,258 - - 15,258 Cash and temporary cash investments at beginning of period 2,911 - - 2,911 -------- ------ ------ -------- Cash and temporary cash investments at end of period $ 18,169 $ - $ - $ 18,169 1/ PSI Energy, Inc. is the parent company of South Construction Co., which did not have any activity for 1997.
EX-27.0 23 CINERGY 1997 U5S
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0 CINERGY CORP. 1,000 DEC-31-1997 JAN-01-1997 DEC-31-1997 12-MOS PER-BOOK 0 0 94,514 3,055,985 3,668 3,154,167 1,577 1,573,064 964,559 3,154,167 0 0 0 600,428 0 0 0 0 0 0 14,539 2,539,200 0 0 0 0 0 285,250 285,250 32,012 253,238 0 253,238 0 0 198,265 0.00 0.00
EX-27.1 24
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1 CINERGY CORP. (CONSOLIDATED) 1,000 DEC-31-1997 JAN-01-1997 DEC-31-1997 12-MOS PER-BOOK 6,297,103 0 670,582 1,076,851 813,617 8,858,153 1,577 1,573,064 964,559 2,539,200 0 177,989 2,150,902 952,600 0 161,428 85,000 0 0 0 2,791,034 8,858,153 4,352,843 248,937 3,565,313 3,814,250 538,593 72,933 611,526 240,669 253,238 0 253,238 283,866 181,772 753,445 1.61 1.59
EX-27.2 25
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 2 THE CINCINNATI GAS & ELECTRIC COMPANY 1,000 YEAR DEC-31-1997 JAN-01-1997 DEC-31-1997 PER-BOOK 3,472,013 0 414,081 821,001 58,774 4,765,869 762,136 534,649 313,803 1,610,588 0 20,793 1,278,561 289,405 0 0 0 0 0 0 1,566,522 4,765,869 2,316,628 161,896 1,846,187 2,008,083 308,545 43,317 351,862 112,709 239,153 868 238,285 170,400 106,492 421,133 0.00 0.00
EX-27.3 26
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3 THE UNION LIGHT, HEAT AND POWER COMPANY 1,000 DEC-31-1997 JAN-01-1997 DEC-31-1997 12-MOS PER-BOOK 259,484 0 14,779 11,065 6,262 291,590 8,780 18,683 95,450 122,913 0 0 44,671 23,487 0 0 0 0 0 0 100,519 291,590 271,622 9,586 243,601 253,187 18,435 (750) 17,685 4,768 12,917 0 12,917 0 3,523 39,928 0.00 0.00
EX-27.4 27
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 4 TRI-STATE IMPROVEMENT CO. 1,000 YEAR DEC-31-1997 JAN-01-1997 DEC-31-1997 PER-BOOK 0 0 447 0 37,782 38,229 25 0 909 934 0 0 32,926 0 0 0 0 0 0 0 4,369 38,229 0 0 27 27 (27) 975 948 468 480 0 480 0 0 6,605 0.00 0.00
EX-27.5 28
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 5 LAWRENCEBURG GAS COMPANY 1,000 YEAR DEC-31-1997 JAN-01-1997 DEC-31-1997 PER-BOOK 10,848 0 1,739 0 126 12,713 538 (15) 6,269 6,807 0 0 1,200 909 0 0 0 0 0 0 3,797 12,713 8,503 352 7,424 7,776 727 (9) 718 152 566 0 566 226 119 1,346 0.00 0.00
EX-27.6 29
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 6 THE WEST HARRISON GAS AND ELECTRIC COMPANY 1,000 YEAR DEC-31-1997 JAN-01-1997 DEC-31-1997 PER-BOOK 383 0 109 6 2 500 20 0 327 347 0 0 0 10 0 0 0 0 0 0 143 500 501 10 422 432 69 (8) 61 1 60 0 60 30 0 69 0.00 0.00
EX-27.7 30
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 7 MIAMI POWER CORP. 1,000 YEAR DEC-31-1997 JAN-01-1997 DEC-31-1997 PER-BOOK 8 0 6 0 0 14 1 0 3 4 0 0 0 0 0 0 0 0 0 0 10 14 27 4 9 13 14 0 14 0 14 0 14 5 0 (58) 0.00 0.00
EX-27.8 31
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 8 KO TRANSMISSION CO. 1,000 YEAR DEC-31-1997 JAN-01-1997 DEC-31-1997 PER-BOOK 1,004 0 61 0 421 1,486 0 515 (45) 470 0 0 0 0 0 0 0 0 0 0 1,016 1,486 958 35 847 882 76 0 76 0 76 0 76 150 0 150 0.00 0.00
EX-27.9 32
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 9 THE CINCINNATI GAS & ELECTRIC COMPANY (CONSOLIDATED) 1,000 DEC-31-1997 JAN-01-1997 DEC-31-1997 12-MOS PER-BOOK 3,743,740 0 399,565 667,765 103,368 4,914,438 762,136 534,649 313,803 1,610,588 0 20,793 1,324,432 301,253 0 0 0 0 0 0 1,657,372 4,914,438 2,451,876 172,047 1,951,978 2,124,025 327,851 27,130 354,981 115,828 239,153 868 238,285 170,400 110,134 438,705 0.00 0.00
EX-27.10 33
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 10 PSI ENERGY, INC. 1,000 YEAR DEC-31-1997 JAN-01-1997 DEC-31-1997 PER-BOOK 2,553,363 0 303,425 409,086 127,945 3,405,818 539 400,893 636,228 1,037,660 0 157,196 826,470 207,035 0 0 85,000 0 0 0 1,092,457 3,405,818 1,958,469 76,890 1,670,877 1,747,767 210,702 5,958 216,660 84,455 132,205 11,701 120,504 113,600 71,638 332,102 0.00 0.00
EX-27.11 34
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 11 PSI ARGENTINA, INC. 1,000 YEAR DEC-31-1997 JAN-01-1997 DEC-31-1997 PER-BOOK 0 0 1,955 0 10,705 12,660 0 10,705 1,294 11,999 0 0 0 0 0 0 0 0 0 0 661 12,660 0 0 0 0 0 753 753 0 753 0 753 0 0 0 0.00 0.00
EX-27.12 35
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 12 PSI ENERGY, INC. (CONSOLIDATED) 1,000 DEC-31-1997 JAN-01-1997 DEC-31-1997 12-MOS PER-BOOK 2,553,363 0 305,332 409,086 138,650 3,406,431 539 400,893 636,228 1,037,660 0 157,196 826,470 207,035 0 0 85,000 0 0 0 1,093,070 3,406,431 1,958,469 76,890 1,670,877 1,747,767 210,702 5,958 216,660 84,455 132,205 11,701 120,504 113,600 71,638 332,102 0.00 0.00
EX-27.13 36
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 13 CINERGY INVESTMENTS, INC. (CONSOLIDATED) 1,000 YEAR DEC-31-1997 JAN-01-1997 DEC-31-1997 PER-BOOK 0 0 43,178 0 552,748 595,926 0 481,753 (69,167) 412,586 0 0 0 34,000 0 0 0 0 0 0 149,340 595,926 0 0 0 0 0 45,285 45,285 10,078 (74,193) 0 (74,193) 0 0 58,735 0.00 0.00
EX-27.14 37
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 14 CINERGY SERVICES, INC. 1,000 YEAR DEC-31-1997 JAN-01-1997 DEC-31-1997 PER-BOOK 0 0 19,873 0 19,619 39,492 0 0 0 0 0 0 0 20,950 0 0 0 0 0 0 18,542 39,492 483,823 0 481,992 481,992 1,831 (472) 1,359 1,359 0 0 0 0 0 3,877 0.00 0.00
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