-----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, RlKQUgNo39V/znWgF9gGfps3F3YS+dMrVglhQCjarKws+y9bBhlZ1B845PKmcTYK RNOJJunStrQg8DR3VoMFWQ== 0000899652-00-000012.txt : 20000216 0000899652-00-000012.hdr.sgml : 20000216 ACCESSION NUMBER: 0000899652-00-000012 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000215 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: 35-CERT SEC ACT: SEC FILE NUMBER: 070-08933 FILM NUMBER: 546138 BUSINESS ADDRESS: STREET 1: 139 E FOURTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5132872644 MAIL ADDRESS: STREET 1: 139 E FOURTH STREET STREET 2: P.O BOX 960 CITY: CINCINATI STATE: OH ZIP: 45202 35-CERT 1 CERTIFICATE OF NOTIFICATION (RULE 24) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 In the Matter of CERTIFICATE Cinergy Corp. et al. OF File No. 70-8933 NOTIFICATION (Public Utility Holding Company Act of 1935) With reference to the transactions (a) proposed in the Application-Declaration on Form U-1, as amended, in the above docket filed by Cinergy Corp. ("Cinergy"), a Delaware corporation and registered holding company under the Public Utility Holding Company Act of 1935 (the "Act"), Cinergy Investments, Inc., a Delaware corporation and direct, wholly-owned nonutility subsidiary of Cinergy ("Cinergy Investments"), and Cinergy Services, Inc., a Delaware corporation and direct, wholly-owned service company subsidiary of Cinergy ("Cinergy Services") and (b) authorized by the Commission in its order dated February 7, 1997, Rel. No. 35-26662 ("Cinergy Solutions Order"), Cinergy Services hereby provides the following information: 1. The following summary, covering the quarterly period ended December 31, 1999 ("Fourth Quarter 1999"), updates the business activities of Cinergy Solutions, Inc., a Delaware corporation and direct, wholly-owned nonutility subsidiary of Cinergy Investments ("Cinergy Solutions"). In general, the following provides information concerning (i) Cinergy Solutions itself and (ii) any of its subsidiaries that is not an "energy-related company" as defined in the Commission's Rule 58 (each, a "Rule 58 Subsidiary"):/1/ a. Energy Management Services. Cinergy Solutions does not itself directly market any energy management services. In the Fourth Quarter 1999, Cinergy Solutions acting through its wholly-owned subsidiary, Cinergy Business Solutions, Inc. ("CBS"), acquired Rose Technology Group Limited ("Rose"), a leading Canadian energy services company or "ESCO". (See the press release attached hereto as Exhibit A.) Based in Toronto, Rose is one of North America's largest energy performance contractors. Its business centers on the development of high performance buildings for institutional and commercial customers that cost less to own and operate, are more efficient and have less impact on the environment. Rose has three business lines: facility renewal and upgrading; new construction; and facility management. Also an ESCO, CBS provides facility and infrastructure energy solutions for institutional and industrial customers. CBS focuses on the customer's facility energy infrastructure processes, and seeks to identify opportunities for energy process reengineering and applications of new technology. Prior to the Rose acquisition, CBS met the Rule 58 criteria for an energy-related company and Cinergy had therefore been reporting its activities on Form U-9C-3. In connection with the Rose acquisition, Cinergy Solutions formed several wholly-owned financing entities under Canadian law, 1388368 Ontario Inc. and 3036243 Nova Scotia Company, which entities in turn established and jointly own another Canadian entity, Cinergy Solutions Limited Partnership. Following the Rose acquisition, CBS and Rose changed their names to Vestar, Inc. and Vestar, Limited, respectively (together, "Vestar"). Vestar will offer facility and infrastructure services to institutional, commercial and industrial customers throughout North America intended to create energy cost savings and improve efficiency and productivity. b. Asset Management Services. See the discussion above of Vestar. c. Technical/Consulting Services. In 1998 Cinergy Solutions formed a new, wholly-owned subsidiary, Cinergy Customer Care, Inc., to market utility billing services and/or utility call center services to utility companies. However, this subsidiary remained inactive through the Fourth Quarter 1999. d. QF Project Development and Ownership. See Cinergy's quarterly reports on Form U-9C-3 for information concerning Cinergy Solutions' joint venture with Trigen Energy Corporation. e. Consumer Services. Cinergy Solutions is no longer offering its appliance service contract program, called "Appliance Protection Plus." f. Customer Financing. Effective year-end 1999, Cinergy Services discontinued marketing its "Quick Credit" financial services program previously described in this file. Cinergy Solutions is not otherwise providing any stand-alone customer financing. g. Third-Party Alliances. See Cinergy's quarterly reports on Form U-9C-3 for information concerning Cinergy Solutions' joint venture with Trigen Energy Corporation. 2. During the Fourth Quarter 1999,Cinergy Services provided various services (including accounting; finance; engineering; executive; legal; and marketing, sales and customer service) to Cinergy Solutions and its subsidiaries (including Rule 58 Subsidiaries) for a total cost of approximately $3,512,000. During that same period, The Cincinnati Gas & Electric Company and PSI Energy, Inc. provided engineering and construction services to Cinergy Solutions and its subsidiaries (including Rule 58 Subsidiaries) totaling approximately $98,000 and $34,000, respectively. 3. During the Fourth Quarter 1999, (a) Cinergy issued no guarantees of debt or other obligations of Cinergy Solutions or Vestar, and (b) Cinergy Investments made net open-account advances to Cinergy Solutions, for the benefit of Cinergy Solutions and its subsidiaries (including Rule 58 Subsidiaries), totaling approximately $9,314,000 at annual interest rates ranging from 5.68% to 6.43%. 4. During the Fourth Quarter 1999, neither Cinergy Solutions nor Vestar entered into any long-term contract by which Cinergy Solutions or Vestar performs long-term operations, load control or network control of any electric generation, transmission or distribution facility. 5. Financial statements for Cinergy Solutions dated December 31, 1999 will be included in Cinergy's 1999 Annual Report on Form U5S. S I G N A T U R E Pursuant to the requirements of the Act, the undersigned company has duly caused this document to be signed on its behalf by the undersigned thereunto duly authorized. Date: February 14, 2000 CINERGY SERVICES, INC. By: /s/Wendy L. Aumiller Assistant Treasurer ENDNOTES /1/ Information regarding Cinergy's Rule 58 Subsidiaries - including any Rule 58 Subsidiaries held as direct or indirect subsidiaries of Cinergy Solutions (such as the various subsidiaries jointly-owned with Trigen Energy Corporation) - is contained in Cinergy's quarterly reports filed on Form U-9C-3. EX-99.A 2 EXHIBIT A Exhibit A News contact: Steve Brash 513-287-2226 (w) 513-231-6895 (h) Angeline Protogere 317-838-1338 (w) 317-298-3090 (h) Investor Contact: Steve Schrader 513-287-1083 Web site: www.cinergysolutions.com FOR IMMEDIATE RELEASE January 18, 2000 CINERGY BUSINESS SOLUTIONS ACQUIRES ROSE TECHNOLOGY GROUP CINCINNATI Cinergy Business Solutions, an affiliate of Cinergy Corp.(NYSE:CIN), announced today that it has acquired the leading Canadianperformance contracting company, Rose Technology Group. The newly combined company will be called Vestar and will offer facility and infrastructure solutions to institutional, commercial and industrial customers throughout North America. The name, Vestar, reflects the new organization's investment in finding ingenious ways to deliver solutions to its clients, creating tangible benefits such as cost savings and improved efficiency and productivity. Vestar will be headquartered in Cincinnati, Oh., with offices in Pittsburgh, Pa., Toronto, Ont., and other locations throughout Canada. Terms of the transaction were not disclosed. "Cinergy is very pleased to welcome Rose Technology into our growing family of energy businesses," said James E. Rogers, vice chairman, president and chief executive officer of Cinergy Corp. "Vestar allows us to compete effectively in the Energy Services market by bringing together complementary knowledge, skills and market segments into a single organization." "The combination of Rose Technology Group and Cinergy Business Solutions provides the solid platform necessary for realizing our mission to be the leading developer of high performance buildings in North America," said Ian A. Jarvis, president and chief executive officer of Rose Technology Group. "We will continue to expand the economic, social and environmental benefits which we provide to our clients and to society at large. What will change is the substantially greater depth of resources and capabilities which we can provide to our clients, business partners and suppliers." "Vestar brings together the strengths of Cinergy Business Solutions' creative and innovative services to industrial customers with Rose Technology Group's experience and strong engineering competency in implementing solutions for institutional and commercial customers," said Leland Smith, president of Cinergy Business Solutions, who will also serve as president of Vestar. "Rose's solid track record of delivering results with their process driven procurement and construction group will be expanded into the industrial market. The new company will be uniquely positioned to provide the most value to all our customers." Rose Technology Group's area of expertise centers on the development of high performance buildings that cost less to own and operate, are more efficient and have less impact on the environment. Rose, based in Toronto, Ont., is one of North America's largest performance contractors and features three business lines: facility renewal and upgrading, new construction and facility management. It has approximately 150 employees in locations across Canada. It received the 1999 Frost & Sullivan Market Engineering Leadership Award for Canada. Cinergy Business Solutions is a professional service firm with a staff of 36 specializing in facility and infrastructure solutions. It provides creativity and innovation as well as new approaches, concepts and technologies to improve utilization of its clients' resources. Its unique Facility Resource PlanningTM or FRPTM process focuses on the customer's facility energy infrastructure processes and finds self-funding opportunities for energy process re-engineering and the appropriate applications of new technology. Cinergy Corp. is one of the nation's leading diversified energy companies. Its operating companies, The Cincinnati Gas & Electric Company and PSI Energy, Inc., serve more than 1.4 million electric customers and 470,000 gas customers in Indiana, Ohio and Kentucky. -----END PRIVACY-ENHANCED MESSAGE-----