-----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, M0pk7THeibVBpmmDDMsBcrCoasMxzAA2bQLYfuVzRJU4/hqKWw2xxWqr41svtDGp daQSCCpsTvJfTlItl2lcmw== 0000899652-98-000135.txt : 19980923 0000899652-98-000135.hdr.sgml : 19980923 ACCESSION NUMBER: 0000899652-98-000135 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19980922 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CINERGY CORP CENTRAL INDEX KEY: 0000899652 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 311385023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-1/A SEC ACT: SEC FILE NUMBER: 070-08867 FILM NUMBER: 98712730 BUSINESS ADDRESS: STREET 1: 139 E FOURTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5133812000 MAIL ADDRESS: STREET 1: 139 E FOURTH STREET CITY: CINCINATI STATE: OH ZIP: 45202 U-1/A 1 FORM U-1A File No. 70-8867 SECURITIES AND EXCHANGE COMMISSION 450 FIFTH STREET, N.W. WASHINGTON, D.C. 20549 __________________________________________ POST-EFFECTIVE AMENDMENT NO. 3 TO FORM U-1 APPLICATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ____________________________________________ Cinergy Corp. 139 East Fourth Street Cincinnati, Ohio 45202 (Name of company filing this statement and address of principal executive offices) Cinergy Corp. (Name of top registered holding company parent) William L. Sheafer Vice President and Treasurer Cinergy Corp. (address above) (Name and address of agent of service) Applicant requests that the Commission direct all notices, orders and communications in this matter to: George Dwight II Senior Counsel Cinergy Corp. (address above) 513-287-2643 513-287-3810 (fax) gdwight@cinergy.com This document is being filed as Post Effective Amendment No. 3 to include the Exhibits to Post-Effective Amendment No. 2 which were not submitted as part of the filing. The following Exhibits should be included with the Post-Effective Amendment No. 2 filing: F-1 Preliminary opinion of counsel FS-1 Cinergy Pro Forma Consolidated Financial Statements, dated June 30, 1998 FS-2 Cinergy Pro Forma Financial Statements, dated June 30, 1998 FS-3 Cinergy Consolidated Financial Data Schedule FS-4 Cinergy Financial Data Schedule SIGNATURE Pursuant to the requirements of the Act, the undersigned company has duly caused this statement to be signed on its behalf by the undersigned thereunto duly authorized. Dated: September 22, 1998 CINERGY CORP. By: /s/William L. Sheafer Vice President and Treasurer EX-99.F 2 EXHIBIT F EXHIBIT F-1 September 10, 1998 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Cinergy Corp./ File No. 70-8867 Ladies and Gentlemen: I am Associate General Counsel of Cinergy Corp. ("Cinergy"), a Delaware corporation and registered holding company under the Public Utility Holding Company Act of 1935, as amended (the "Act") and am furnishing this opinion as an exhibit to Cinergy's Application on Form U-1 in the above file, as amended by Post-Effective Amendments Nos. 1 and 2 (the latter being filed concurrently herewith) (as so amended, and as it may be further amended, the "Application"). In the Application, Cinergy requests authority to make an additional investment in the Nth Power Technologies Fund I, L.P. (the "Fund"), and thereby to acquire an additional limited partnership interest therein, all as more particularly described in the Application. In connection with this opinion, I have reviewed the Application and such agreements, instruments and other materials as I have deemed necessary or appropriate in order to render this opinion. I am a member of the Bar of the State of Ohio and do not purport to be an expert on the laws of any other jurisdiction. I have examined the Delaware General Corporation Law ("DGCL") to the extent necessary to express the opinions set forth herein. The opinions expressed below are limited solely to matters governed by the laws of the State of Ohio and the DGCL. Based upon and subject to the foregoing, and assuming that the proposed transactions are carried out in accordance with the Application and the Commission's order to be issued with respect thereto, together with any requisite corporate authorizations applicable to Cinergy's participation, I am of the opinion that: (a) All state laws applicable to Cinergy's participation in the proposed transactions will have been complied with. (b) Cinergy will legally acquire the additional limited partnership interest in the Fund to be acquired by it. (c) The consummation of the proposed transactions will not violate the legal rights of the holders of any securities issued by Cinergy or any associate company thereof. I hereby consent to the use of this opinion in connection with the Application. Very truly yours, /s/ Jerome A. Vennemann Associate General Counsel EX-99 3 CINERGY CONS FINANCIAL STMTS FOR U-1 FINANCIAL STATEMENTS TWELVE MONTHS ENDED JUNE 30, 1998 U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM U-1 CINERGY CORP. CONSOLIDATED (Unaudited) Pages 1 through 6
CINERGY CORP. CONSOLIDATED BALANCE SHEET AT JUNE 30, 1998 (unaudited) (dollars in thousands) ASSETS Pro Forma Actual Adjustments Pro Forma Utility Plant - Original Cost In service Electric $9,048,447 $ - $9,048,447 Gas 759,774 - 759,774 Common 186,236 - 186,236 ---------- ------ ---------- 9,994,457 - 9,994,457 Accumulated depreciation 3,922,498 - 3,922,498 ---------- ------ ---------- 6,071,959 - 6,071,959 Construction work in progress 219,154 - 219,154 ---------- ------ ---------- Total utility plant 6,291,113 - 6,291,113 Current Assets Cash and temporary cash investments 86,934 - 86,934 Restricted deposits 1,507 - 1,507 Notes receivable 78 - 78 Accounts receivable less accumulated provision for doubtful accounts of $14,520 528,923 - 528,923 Materials, supplies, and fuel - at average cost Fuel for use in electric production 72,272 - 72,272 Gas stored for current use 29,282 - 29,282 Other materials and supplies 70,475 - 70,475 Prepayments and other 68,126 - 68,126 ---------- ------ ---------- 857,597 - 857,597 Other Assets Regulatory assets Amounts due from customers - income taxes 398,237 - 398,237 Post-in-service carrying costs and deferred operating expenses 174,557 - 174,557 Coal contract buyout costs 112,936 - 112,936 Deferred merger costs 87,684 - 87,684 Deferred demand-side management costs 91,793 - 91,793 Phase-in deferred return and depreciation 82,232 - 82,232 Unamortized costs of reacquiring debt 64,443 - 64,443 Other 44,241 - 44,241 Investments in unconsolidated subsidiaries 589,724 - 589,724 Other 385,746 3,303 389,049 ---------- ------ ---------- 2,031,593 3,303 2,034,896 $9,180,303 $3,303 $9,183,606 Page 2 of 6
CINERGY CORP. AT JUNE 30, 1998 (unaudited) (dollars in thousands) CAPITALIZATION AND LIABILITIES Pro Forma Actual Adjustments Pro Forma Common Stock Equity Common stock - $.01 par value; authorized shares - 600,000,000; outstanding shares - 158,535,278 $ 1,585 $ - $ 1,585 Paid-in capital 1,599,435 - 1,599,435 Retained earnings 905,556 (140) 905,416 Accumulated other comprehensive income (3,330) - (3,330) ---------- ------ ---------- Total common stock equity 2,503,246 (140) 2,503,106 Cumulative Preferred Stock of Subsidiaries Not subject to mandatory redemption 92,688 - 92,688 Long-term Debt 2,192,975 - 2,192,975 ---------- ------ ---------- Total capitalization 4,788,909 (140) 4,788,769 Current Liabilities Long-term debt due within one year 251,569 - 251,569 Notes payable and other short-term obligations 1,120,559 3,303 1,123,862 Accounts payable 655,241 - 655,241 Accrued taxes 187,197 (75) 187,122 Accrued interest 35,420 215 35,635 Other 88,405 - 88,405 ---------- ------ ---------- 2,338,391 3,443 2,341,834 Other Liabilities Deferred income taxes 1,209,293 - 1,209,293 Unamortized investment tax credits 161,464 - 161,464 Accrued pension and other postretirement benefit costs 315,348 - 315,348 Other 366,898 - 366,898 ---------- ------ ---------- 2,053,003 - 2,053,003 $9,180,303 $3,303 $9,183,606
Page 3 of 6
CINERGY CORP. CONSOLIDATED STATEMENT OF INCOME TWELVE MONTHS ENDED JUNE 30, 1998 (unaudited) (in thousands, except per share amounts) Pro Forma Actual Adjustments Pro Forma Operating Revenues Electric $4,433,854 $ - $4,433,854 Gas 427,264 - 427,264 ---------- ----- ---------- 4,861,118 - 4,861,118 Operating Expenses Fuel used in electric production 719,153 - 719,153 Gas purchased 224,643 - 224,643 Purchased and exchanged power 1,775,207 - 1,775,207 Other operation 716,203 - 716,203 Maintenance 174,095 - 174,095 Depreciation 292,445 - 292,445 Amortization of phase-in deferrals 17,821 - 17,821 Amortization of post-in-service deferred operating expenses - net 4,362 - 4,362 Income taxes 204,975 - 204,975 Taxes other than income taxes 266,617 - 266,617 ---------- ----- ---------- 4,395,521 - 4,395,521 Operating Income 465,597 - 465,597 Other Income and Expenses - Net Allowance for equity funds used during construction (141) - (141) Phase-in deferred return 7,626 - 7,626 Equity in earnings of unconsolidated subsidiaries 43,283 - 43,283 Income taxes 57,623 75 57,698 Other - net (52,510) - (52,510) ---------- ----- ---------- 55,881 75 55,956 Income Before Interest and Other Charges 521,478 75 521,553 Interest and Other Charges Interest on long-term debt 175,113 - 175,113 Other interest 69,489 215 69,704 Allowance for borrowed funds used during construction (6,176) - (6,176) Preferred dividend requirements of subsidiaries 9,882 - 9,882 ---------- ----- ---------- 248,308 215 248,523 Net Income Before Extraordinary Item $ 273,170 (140) $ 273,030 Extraordinary Item - Equity Share of Windfall Profits Tax (Less Applicable Income Taxes of $0) (109,400) - (109,400) ---------- ----- ---------- Net Income $ 163,770 $ (140) $ 163,630 Average Common Shares Outstanding 157,790 - 157,790 Earnings Per Common Share Net income before extraordinary item $ 1.73 - $ 1.73 Extraordinary item ( .69) - ( .69) Net income $ 1.04 - $ 1.04 Earnings Per Common Share - Assuming Dilution Net income before extraordinary item $ 1.72 - $ 1.72 Extraordinary item ( .69) - (.69) Net income $ 1.03 - $ 1.03 Dividends Declared Per Common Share $ 1.80 - $ 1.80
Page 4 of 6
CINERGY CORP. CONSOLIDATED STATEMENT OF CHANGES IN COMMON STOCK EQUITY (dollars in thousands) (unaudited) Accumulated Other Total Total Common Paid-in Retained Comprehensive Comprehensive Common Stock Stock Capital Earnings Income Income Equity Twelve Months Ended June 30, 1998 Balance July 1, 1997 $1,577 $1,570,533 $1,021,210 $(1,973) $2,591,347 Comprehensive income Net income 163,770 $163,770 163,770 Other comprehensive income, net of tax Foreign currency translation adjustment (224) (224) Minimum pension liability adjustment (1,133) (1,133) -------- Other comprehensive income total (1,357) (1,357) -------- Comprehensive income total $162,413 Issuance of 856,149 shares of common stock - net 8 28,859 28,867 Treasury shares purchased (2) (5,406) (5,408) Treasury shares reissued 2 5,748 5,750 Dividends on common stock (283,956) (283,956) Other (299) 4,532 4,233 ------ ---------- ---------- ------- ---------- Actual Balance June 30, 1998 $1,585 $1,599,435 $ 905,556 $(3,330) $2,503,246 Pro Forma Adjustment - - (140) - (140) ------ ---------- ---------- ------- ---------- Pro Forma Balance June 30, 1998 $1,585 $1,599,435 $ 905,416 $(3,330) $2,503,106
Page 5 of 6 CINERGY CORP. Pro Forma Consolidated Journal Entries to Give Effect to Borrowing of $3,303,000 and Subsequent Investment by Cinergy Corp. of $3,303,000 Entry No. 1 Cash and temporary cash investments $3,303,000 Notes payable and other short-term obligations $3,303,000 To record issuance of $3,303,000 of short-term notes payable. Entry No. 2 Other interest $ 214,695 Accrued interest $ 214,695 To record interest on $3,303,000 of notes payable at 6.5% annum. Entry No. 3 Accrued taxes $ 75,143 Income taxes $ 75,143 To record the reduction in income taxes due to increased interest expense on notes payable. ($214,695 at an assumed tax rate of 35%) Entry No. 4 Other - Other Assets $3,303,000 Cash and temporary cash investments $3,303,000 To record investment in Nth Power Technologies Fund. Page 6 of 6 EX-99 4 CINERGY CORP FINANCIAL STMTS FOR U-1 FINANCIAL STATEMENTS TWELVE MONTHS ENDED JUNE 30, 1998 U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM U-1 CINERGY CORP. (Unaudited) Pages 1 through 6
CINERGY CORP. BALANCE SHEET AT JUNE 30, 1998 (unaudited) (dollars in thousands) ASSETS Pro Forma Actual Adjustments Pro Forma Current Assets Cash and temporary cash investments $ 7,897 $ - $ 7,897 Notes receivable from affiliated companies 43 - 43 Accounts receivable - net 310 - 310 Accounts receivable from affiliated companies 32,389 - 32,389 Taxes receivable 5,404 75 5,479 Prepayments and other 3,059 3,059 ---------- ----- ---------- 49,102 75 49,177 Other Assets Investments in consolidated subsidiaries 3,163,633 - 3,163,633 Investments in unconsolidated subsidiaries (6,853) - (6,853) Other 6,568 3,303 9,871 ---------- ------ ---------- 3,163,348 3,303 3,166,651 $3,212,450 $3,378 $3,215,828
Page 2 of 6
CINERGY CORP. BALANCE SHEET AT JUNE 30, 1998 (unaudited) (dollars in thousands) CAPITALIZATION AND LIABILITIES Pro Forma Actual Adjustments Pro Forma Common Stock Equity Common stock - $.01 par value; authorized shares - 600,000,000; outstanding shares - 158,535,278 at June 30, 1998 $ 1,585 $ - $ 1,585 Paid-in capital 1,599,435 - 1,599,435 Retained earnings 905,556 (140) 905,416 Accumulated other comprehensive income (3,330) - (3,330) ---------- ------ ---------- Total common stock equity 2,503,246 (140) 2,503,106 Current Liabilities Notes payable 698,500 3,303 701,803 Accounts payable 1,113 - 1,113 Accounts payable to affiliated companies 9,591 - 9,591 Other -___ 215 215 ---------- ------ ---------- 709,204 3,518 712,722 $3,212,450 $3,378 $3,215,828
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CINERGY CORP. STATEMENT OF INCOME TWELVE MONTHS ENDED JUNE 30, 1998 (unaudited) (dollars in thousands) Pro Forma Actual Adjustments Pro Forma Other Income and Expenses - Net Equity in earnings of consolidated subsidiaries $205,622 $ - $205,622 Equity in earnings of unconsolidated subsidiaries (2,913) - (2,913) Income taxes 7,491 75 7,566 Other - net (12,054) - (12,054) -------- ----- -------- 198,146 75 198,221 Income Before Interest 198,146 75 198,221 Interest 34,376 215 34,591 -------- ----- -------- Net Income $163,770 $(140) $163,630
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CINERGY CORP. STATEMENT OF CHANGES IN COMMON STOCK EQUITY (dollars in thousands) (unaudited) Accumulated Other Total Total Common Paid-in Retained Comprehensive Comprehensive Common Stock Stock Capital Earnings Income Income Equity Twelve Months Ended June 30, 1998 Balance July 1, 1997 $1,577 $1,570,533 $1,021,210 $(1,973) $2,591,347 Comprehensive income Net income 163,770 $163,770 163,770 Other comprehensive income, net of tax Foreign currency translation adjustment (224) (224) Minimum pension liability adjustment (1,133) (1,133) -------- Other comprehensive income total (1,357) (1,357) -------- Comprehensive income total $162,413 Issuance of 856,149 shares of common stock - net 8 28,859 28,867 Treasury shares purchased (2) (5,406) (5,408) Treasury shares reissued 2 5,748 5,750 Dividends on common stock (283,956) (283,956) Other (299) 4,532 4,233 ------ ---------- ---------- ------- ---------- Actual Balance June 30, 1998 $1,585 $1,599,435 $ 905,556 $(3,330) $2,503,246 Pro Forma Adjustment - - (140) - (140) ------ ---------- ---------- ------- ---------- Pro Forma Balance June 30, 1998 $1,585 $1,599,435 $ 905,416 $(3,330) $2,503,106
Page 5 of 6 CINERGY CORP. Pro Forma Consolidated Journal Entries to Give Effect to Borrowing of $3,303,000 and Subsequent Investment by Cinergy Corp. of $3,303,000 Entry No. 1 Cash and temporary cash investments $3,303,000 Notes payable $3,303,000 To record issuance of $3,303,000 of short-term notes payable. Entry No. 2 Interest $ 214,695 Other - current liabilities $ 214,695 To record interest on $3,303,000 of notes payable at 6.5% annum. Entry No. 3 Taxes receivable $ 75,143 Income taxes $ 75,143 To record the reduction in income taxes due to increased interest expense on notes payable. ($214,695 at an assumed tax rate of 35%) Entry No. 4 Other - Other Assets $3,303,000 Cash and temporary cash investments $3,303,000 To record investment in Nth Power Technologies Fund. Page 6 of 6 EX-27 5 CINERGY CONS FDS WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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. 1,000 12-MOS 12-MOS DEC-31-1998 DEC-31-1998 JUL-01-1997 JUL-01-1997 JUN-30-1998 JUN-30-1998 PER-BOOK PRO-FORMA 6,291,113 6,291,113 0 0 857,597 857,597 1,645,847 1,645,847 385,746 389,049 9,180,303 9,183,606 1,585 1,585 1,599,435 1,599,435 902,226 902,086 2,503,246 2,503,106 0 0 92,688 92,688 2,192,975 2,192,975 1,120,559 1,123,862 0 0 0 0 251,569 251,569 0 0 0 0 0 0 3,019,266 3,019,406 9,180,303 9,183,606 4,861,118 4,861,118 204,975 204,975 4,190,546 4,190,546 4,395,521 4,395,521 465,597 465,597 55,881 55,956 521,478 521,553 248,308 248,523 163,770 163,630 0 0 163,770 163,630 283,956 283,956 175,113 175,113 0 0 1.04 1.04 1.03 1.03
EX-27 6 CINERGY CORP FDS
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. 1,000 12-MOS 12-MOS DEC-31-1998 DEC-31-1998 JUL-01-1997 JUL-01-1997 JUN-30-1998 JUN-30-1998 PER-BOOK PRO-FORMA 0 0 0 0 49,102 49,177 0 0 3,163,348 3,166,651 3,212,450 3,215,828 1,585 1,585 1,599,435 1,599,435 902,226 902,086 2,503,246 2,503,106 0 0 0 0 0 0 698,500 701,803 0 0 0 0 0 0 0 0 0 0 0 0 10,704 10,919 3,212,450 3,215,828 0 0 0 0 0 0 0 0 0 0 198,146 198,221 198,146 198,221 34,376 34,591 163,770 163,630 0 0 163,770 163,630 283,956 283,956 0 0 0 0 0.00 0.00 0.00 0.00
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