-----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, BtzGBC/fHL90MwicsGEgohU7s2slZZpImZmqaiLVag3zMmStJODk8amuclSaHTV4 QFUlyrQhnHjhF8XrndA2NQ== 0000899652-00-000047.txt : 20000526 0000899652-00-000047.hdr.sgml : 20000526 ACCESSION NUMBER: 0000899652-00-000047 CONFORMED SUBMISSION TYPE: U-9C-3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000525 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-9C-3 SEC ACT: SEC FILE NUMBER: 074-00007 FILM NUMBER: 643283 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 U-9C-3 1 CINERGY 2000 1ST QTR U-9C-3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM U-9C-3 QUARTERLY REPORT PURSUANT TO RULE 58 MARCH 31, 2000 CINERGY CORP. 139 EAST FOURTH STREET CINCINNATI, OHIO 45202 *Inquiries concerning this Form U-9C-3 should be directed to: Bernard F. Roberts Cinergy Corp. 139 East Fourth Street Cincinnati, Ohio 45202 (513) 287-2090 TABLE OF CONTENTS ITEM PAGE NUMBER NUMBER 1 Organization Chart . . . . . . . . . . . . . . . . . . . . . 1 2 Issuances and Renewals of Securities and Capital Contributions. . . . . . . . . . . . . . . . . . . . . . . 7 3 Associate Transactions Part I - Transactions Performed by Reporting Companies on Behalf of Associate Utility Companies. . . . . . . . . . 9 Part II - Transactions Performed by Associate Utility Companies on Behalf of Reporting Companies . . . . . . . 10 4 Summary of Aggregate Investment. . . . . . . . . . . . . . . 11 5 Other Investments. . . . . . . . . . . . . . . . . . . . . . 13 6a Financial Statements . . . . . . . . . . . . . . . . . . . . 14 6b Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . 15
ITEM 1. ORGANIZATION CHART ENERGY OR PERCENTAGE OF GAS-RELATED DATE OF STATE OF VOTING NATURE OF COMPANY ORGANIZATION ORGANIZATION SECURITIES HELD BUSINESS ----------- ------------ ------------ --------------- -------- NAME OF REPORTING COMPANY (Indentation indicates subsidiary relationship) CINERGY CORP. ("CINERGY") NTH POWER TECHNOLOGIES FUND II, L.P. (New)(1) Energy-Related 02/05/2000 California ** Investing in Utility Related Technologies CINERGY INVESTMENTS, INC. ("INVESTMENTS") CINERGY SUPPLY NETWORK, INC. ("SUPPLY")(2) Energy-Related 01/14/1998 Delaware 100% Utility Materials Brokering Services RELIANT SERVICES, LLC ("RELIANT")(3) Energy-Related 06/25/1998 Indiana 50% Utility Facilities Location and Construction Services CINERGY CAPITAL & TRADING, INC. Energy-Related 10/08/1992 Indiana 100% Marketing and Trading ("CAPITAL & TRADING")(4) Energy Commodities CINCAP IV, LLC ("CINCAP IV")(5) Energy-Related 12/03/1997 Delaware 10% Marketing and Trading Energy Commodities CINCAP V, LLC ("CINCAP V") (6) Energy-Related 07/21/1998 Delaware 10% Marketing and Trading Energy Commodities CINERGY MARKETING & TRADING, LLC Energy-Related 10/27/1995 Delaware 100% Marketing and Trading ("MARKETING & TRADING") (7) Energy Commodities CINPOWER I, LLC ("CINPOWER") (8) Energy-Related 06/12/1998 Delaware 100% Marketing and Trading Energy Commodities CINERGY ENGINEERING, INC. ("ENGINEERING") (9) Energy-Related 03/28/1997 Ohio 100% Engineering and Other Technical Services CINERGY TECHNOLOGY, INC. (10) Energy-Related 12/12/1991 Indiana 100% Commercialization of Utility Technology ENERTECH ASSOCIATES, INC. ("ENERTECH")* (11) Energy-Related 10/26/1992 Ohio 100% Utility Management Consulting Services CINERGY SOLUTIONS, INC. ("SOLUTIONS") CINERGY CUSTOMER CARE, INC.* (12) Energy-Related 08/21/1998 Delaware 100% Billing Services CINERGY EPCOM, LLC (13) Energy-Related 08/20/1999 Delaware 100% Utility Related Engineering and Other Services CINERGY EPCOM COLLEGE PARK, LLC (14) Energy-Related 08/20/1999 Delaware 100% Utility Related Engineering and Other Services CINERGY SOLUTIONS OF GOLDEN, INC.* (15) Energy-Related 03/22/1999 Delaware 100% Qualifying Facilities CINERGY SOLUTIONS OF TUSCOLA, INC. (16) Energy-Related 10/13/1998 Delaware 100% Qualifying Facilities ENERGY EQUIPMENT LEASING LLC* (17) Energy-Related 11/12/1998 Delaware 49% Leasing of Energy Related Assets TRIGEN-CINERGY SOLUTIONS LLC ("TRIGEN-CINERGY")(18) Energy-Related 02/18/1997 Delaware 50% Preliminary Development of Qualifying Facilities TRIGEN-CINERGY SOLUTIONS OF ASHTABULA, LLC (19) Energy-Related 06/02/1999 Delaware 49% Qualifying Facilities TRIGEN-CINERGY SOLUTIONS OF BALTIMORE LLC (20) Energy-Related 11/10/1998 Delaware 49% Qualifying Facilities TRIGEN-CINERGY SOLUTIONS OF BOCA RATON LLC (21) Energy-Related 09/04/1998 Delaware 51% Thermal Energy TRIGEN-CINERGY SOLUTIONS OF CINCINNATI LLC (22) Energy-Related 08/29/1997 Ohio 51% Chilled Water TRIGEN-CINERGY SOLUTIONS OF COLLEGE PARK, LLC (23) Energy-Related 02/18/1999 Delaware 49% Energy Services TRIGEN-CINERGY SOLUTIONS OF DANVILLE LLC* (24) Energy-Related 11/29/1999 Delaware 49% Qualifying Facilities TRIGEN-CINERGY SOLUTIONS OF ILLINOIS L.L.C.* (25) Energy-Related 04/17/1997 Delaware 49% Qualifying Facilities TRIGEN-CINERGY SOLUTIONS OF LANSING LLC (26) Energy-Related 11/03/1999 Delaware 51% Energy Services TRIGEN-CINERGY SOLUTIONS-USFOS OF LANSING LLC (27) Energy-Related 11/03/1999 Delaware 40.8% Energy Services TRIGEN-CINERGY SOLUTIONS OF ORLANDO LLC (28) Energy-Related 06/12/1998 Delaware 51% Chilled Water TRIGEN-CINERGY SOLUTIONS OF OWINGS MILLS LLC (29) Energy-Related 09/20/1999 Delaware 49% Qualifying Facilities TRIGEN-CINERGY SOLUTIONS OF OWINGS MILLS Energy-Related 10/20/1999 Delaware 49% Qualifying Facilities ENERGY EQUIPMENT LEASING, LLC (30) TRIGEN-CINERGY SOLUTIONS OF ROCHESTER LLC (31) Energy-Related 10/20/1999 Delaware 49% Energy Services TRIGEN-CINERGY SOLUTIONS OF SILVER GROVE LLC (32) Energy-Related 03/18/1999 Delaware 49% Qualifying Facilities TRIGEN-CINERGY SOLUTIONS OF ST. PAUL LLC (33) Energy-Related 08/13/1998 Delaware 49% Qualifying Facilities TRIGEN-CINERGY SOLUTIONS OF TUSCOLA LLC (34) Energy-Related 08/21/1998 Delaware 49% Qualifying Facilities CINERGY-CADENCE, INC. ("CINERGY-CADENCE") (35) Energy-Related 12/27/1989 Indiana 100% Holds Investments' 19.1% Ownership Interest in Cadence CADENCE NETWORK, LLC ("CADENCE") (36) Energy-Related 09/03/1997 Delaware 19.1% Energy Management Services and Consulting Services CINERGY GLOBAL RESOURCES, INC. CINERGY GLOBAL POWER, INC. CINERGY GLOBAL SAN GORGONIO, INC. Energy-Related 10/13/1998 Delaware 100% Holds 50% Ownership ("SAN GORGONIO") (37) Interest in San Gorgonio Westwinds II, LLC SAN GORGONIO WESTWINDS II, LLC Energy-Related 10/13/1998 California 50% Qualifying Facility ("WESTWINDS") (38) * Inactive ** Cinergy holds a 28.29% limited partnership interest in Nth Power Technologies Fund II, L.P.
ITEM 1. ORGANIZATION CHART (CONTINUED) (1) Nth Power Technologies Fund II, L.P. invests in companies developing and commercializing utility-related technologies. (2) Supply brokers transmission, distribution and other utility-related materials and services. (3) Reliant performs underground facilities location and construction services. (4) Capital & Trading markets and trades energy commodities at wholesale together with derivative commodity instruments. Capital & Trading also markets financial restructuring services with respect to existing wholesale energy contracts. Certain subsidiaries of Capital & Trading are exempt wholesale generators; such subsidiaries did not contribute substantial revenues to Capital & Trading for periods covered by Capital & Trading's financial statements filed concurrently herewith. (5) CinCap IV purchases and sells electricity at wholesale. (6) CinCap V purchases and sells electricity at wholesale. (7) Marketing & Trading (formerly Producers Energy Marketing, LLC) is engaged in the marketing of natural gas at wholesale. (8) CinPower was formed to optimize economic benefits in connection with a restructured wholesale power purchase agreement. (9) Engineering is in the business of marketing various utility-related engineering services. (10) Cinergy Technology, Inc. is devoted to developing commercial utility-related technology. (11) Enertech has been inactive since 1995. (12) Cinergy Customer Care, Inc. was formed to provide certain utility billing and/or call center services. (13) Cinergy EPCOM, LLC was formed in the third quarter 1999, to market various utility-related engineering, procurement, construction, operation and maintenance functions. (14) Cinergy EPCOM College Park, LLC was formed in the third quarter 1999, to perform various utility-related engineering, procurement, construction, operation and maintenance functions at the University of Maryland. (15) Cinergy Solutions of Golden, Inc. was formed to acquire existing cogeneration assets. (16) Cinergy Solutions of Tuscola, Inc. oversees the operations and staffing of a combined heat and power plant in Tuscola, Illinois. (17) Energy Equipment Leasing LLC was formed to lease, sell, or finance energy related equipment. (18) Trigen-Cinergy engages in the preliminary development of qualifying facilities and/or thermal energy facilities; specific projects are developed and held by special purpose affiliates (listed elsewhere in Item 1). (19) Trigen-Cinergy Solutions of Ashtabula, LLC was formed to develop, construct, operate, and maintain energy facilities located in Ashtabula, Ohio, and to sell associated electricity and other energy-related products and services. (20) Trigen-Cinergy Solutions of Baltimore LLC was formed to develop, construct, operate, and maintain energy facilities located in Baltimore, Maryland, and to sell associated electricity and other energy-related products and services. (21) Trigen-Cinergy Solutions of Boca Raton LLC was formed to develop, construct, finance, operate, and maintain certain thermal energy facilities to be located in Boca Raton, Florida and to sell associated thermal and other energy-related products and services. (22) Trigen-Cinergy Solutions of Cincinnati LLC owns and operates a district cooling business in downtown Cincinnati, Ohio. (23) Trigen-Cinergy Solutions of College Park, LLC was formed to operate and maintain cogeneration equipment located in College Park, Maryland and owned by the University of Maryland. (24) Trigen-Cinergy Solutions of Danville LLC was formed to acquire existing cogeneration assets. (25) Trigen-Cinergy Solutions of Illinois L.L.C. was formed to provide energy services, including cogeneration, steam, and compressed air, at the customer's manufacturing facility in Illinois. (26) Trigen-Cinergy Solutions of Lansing LLC was formed to enter a LLC Agreement with US Filter Operating Services, Inc. providing for the formation and management of Trigen-Cinergy Solutions - USFOS of Lansing LLC. (27) Trigen-Cinergy Solutions-USFOS of Lansing LLC was formed to develop, construct, and operate certain energy facilities to be located at the General Motors Corporation in Lansing, Michigan. (28) Trigen-Cinergy Solutions of Orlando LLC was formed to develop, construct, operate, and maintain a district cooling business in the city of Orlando, Florida. (29) Trigen-Cinergy Solutions of Owings Mills LLC was formed to develop, construct, operate, and maintain certain energy facilities to be located at the Sweetheart Cup Corporation in Owings Mills, Maryland. (30) Trigen-Cinergy Solutions of Owings Mills Energy Equipment Leasing, LLC was formed to lease, sell, or finance energy-related equipment. (31) Trigen-Cinergy Solutions of Rochester LLC was formed to provide energy services to Kodak Park in Rochester, New York. (32) Trigen-Cinergy Solutions of Silver Grove LLC was formed to provide energy and other services to the Lafarge Gypsum manufacturing plant in Silver Grove, Kentucky. These services will include the design, installation, and operation of a combined heat and power system. (33) Trigen-Cinergy Solutions of St. Paul LLC was formed to develop, construct, finance, own, operate, and maintain certain energy facilities to be located in St. Paul, Minnesota and to sell associated electricity and thermal energy products and services. (34) Trigen-Cinergy Solutions of Tuscola LLC was formed to develop, construct, operate, and maintain certain energy facilities to be located in Tuscola, Illinois and to sell associated electricity and thermal energy products and services. (35) Cinergy-Cadence holds Investments' one-third ownership interest in Cadence. (36) Cadence markets energy management and related consulting services to commercial customers that operate retail facilities in multiple locations across the country. (37) San Gorgonio holds a 50% interest in San Gorgonio Westwinds II, LLC. (38) Westwinds owns a qualifying small power production windfarm facility in California.
ITEM 2. ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS* Associate Company Energy-Related Type of Net Change in Advancing Funds Company Receiving Funds Transaction Borrowings/Contributions (in thousands) Investments Supply Open account repayment $ (240) Investments Reliant Services, LLC Open account advance 2,801 Investments Capital & Trading Open account repayment (1,618) Investments Engineering Open account advance 1 Investments Technology Open account advance 214 Investments Enertech Open account advance 219 Capital & Trading CinCap IV Open account advance 187 Capital & Trading CinCap V Open account repayment (204) Capital & Trading Marketing & Trading Open account repayment (1,812) Capital & Trading CinPower Open account advance 286 Solutions Cinergy EPCOM, LLC Open account advance 1,229 Solutions Cinergy EPCOM College Park, LLC Open account advance 138 Solutions Cinergy Solutions of Tuscola, Inc. Open account advance 4,740 Solutions Trigen-Cinergy Open account advance 683 Solutions Trigen-Cinergy Solutions of Ashtabula, LLC Open account advance 4,806 Solutions Trigen-Cinergy Solutions of Baltimore, LLC Open account advance 5,634 Solutions Trigen-Cinergy Solutions of Boca Raton, LLC Open account advance 13 Solutions Trigen-Cinergy Solutions of Cincinnati, LLC Open account advance 458 Solutions Trigen-Cinergy Solutions of College Park, LLC Open account advance 351 Solutions Trigen-Cinergy Solutions of Orlando LLC Open account advance 19 Solutions Trigen-Cinergy Solutions of Rochester LLC Open account advance 1,553 Solutions Trigen-Cinergy Solutions of Tuscola Open account advance 306 Cinergy-Cadence Cadence Capital contribution 165 Cinergy Global Power, Inc. San Gorgonio Capital contribution 821 Cinergy Nth Power Technologies Fund II, L.P. Capital contribution 10,000 * Item 2 excludes a net increase in guarantees issued on behalf of energy-related companies by Cinergy or its subsidiaries during the first quarter of 2000 totaling approximately $42 million. These guarantees are included in Item 4. Summary of Aggregate Investment.
ITEM 3. ASSOCIATE TRANSACTIONS PART I - TRANSACTIONS PERFORMED BY REPORTING COMPANIES ON BEHALF OF ASSOCIATE UTILITY COMPANIES Associate Utility Direct Indirect Total Reporting Company Company Receiving Types of Services Costs Costs Cost of Amount Rendering Services (1) Service Rendered Charged Charged Capital Billed (in thousands) Reliant Services, Inc. The Cincinnati Gas Line Locating and $367 $ 73 $ 20 $460 & Electric Company Underground Construction Services Reliant Services, Inc. PSI Energy, Inc. Line Locating and 453 90 25 568 Underground Construction Services Reliant Services, Inc. The Union Light, Line Locating and 24 5 1 30 Heat and Power Underground Company Construction Services (1) All of the services below were rendered pursuant to service agreements approved in File No. 70-9449 (see HCAR No. 27016, May 4, 1999, exhibits B-1, B-2, and B-3).
ITEM 3. ASSOCIATE TRANSACTIONS (CONTINUED) PART II - TRANSACTIONS PERFORMED BY ASSOCIATE UTILITY COMPANIES ON BEHALF OF REPORTING COMPANIES Associate Utility Reporting Company Types of Total Company Rendering Receiving Services Amount Services (1) Services Rendered Billed - ----------------- ----------------- -------- ------ PSI Energy, Inc. Cinergy EPCOM, LLC Engineering and $118 Construction Services PSI Energy, Inc. Cinergy Solutions Specialized 51 Tuscola, Inc. Maintenance Services The Cincinnati Gas Cinergy EPCOM, LLC Engineering and 199 & Electric Company Construction Services (1) All of the services below were rendered pursuant to service agreements approved in File No. 70-9449 (see HCAR No. 27016, May 4, 1999, exhibits B-1 and B-2). ITEM 4. SUMMARY OF AGGREGATE INVESTMENT March 31, 2000 (in thousands) Investments in Energy-Related Companies: Total consolidated capitalization of Cinergy as of March 30, 2000 $6,478,798 Total capitalization multiplied by 15% $971,820 Greater of $50 million or total capitalization multiplied by 15% 971,820 Total current aggregate investment subsequent to March 24, 1997 (categorized by major line of energy-related business): ENERGY-RELATED BUSINESS CATEGORY "I" (1) 4,698 ENERGY-RELATED BUSINESS CATEGORY "II" (2) 14,248 ENERGY-RELATED BUSINESS CATEGORY "V" (3) 327,671 ENERGY-RELATED BUSINESS CATEGORY "VI" (4) 14,517 ENERGY-RELATED BUSINESS CATEGORY "VII" (5) 22,803 ENERGY-RELATED BUSINESS CATEGORY "VIII" (6) 50,397 ------ TOTAL CURRENT AGGREGATE INVESTMENT 434,334 ------- Difference between the greater of $50 million or 15% of capitalization and the total aggregate investment of the registered holding company system $537,486 ======== (1) Rule 58 defines category "i" as the rendering of energy management services and demand-side management services. (2) Rule 58 defines category "ii" as the development and commercialization of electrotechnologies related to energy conservation, storage and conversion, energy efficiency, waste treatment, greenhouse gas reduction, and similar innovations. (3) Rule 58 defines category "v" as the brokering and marketing of energy commodities, including but not limited to electricity, natural or manufactured gas and other combustible fuels. (4) Rule 58 defines category "vi" as the production, conversion, sale and distribution of thermal energy products, such as process steam, heat, hot water, chilled water, air conditioning, compressed air and similar products; alternative fuels; and renewable energy resources; and the servicing of thermal energy facilities. (5) Rule 58 defines category "vii" as the sale of technical, operational, management, and other similar kinds of services and expertise, developed in the course of utility operations in such areas as power plant and transmission system engineering, development, design and rehabilitation; construction; maintenance and operation; fuel procurement, delivery and management; and environmental licensing, testing and remediation. (6) Rule 58 defines category "viii" as the development, ownership or operation of "qualifying facilities," as defined under the Public Utility Regulatory Policies Act of 1978, as amended ("PURPA"), and any integrated thermal, steam host, or other necessary facility constructed, developed or acquired primarily to enable the qualifying facility to satisfy the useful thermal output requirements under PURPA.
ITEM 5. OTHER INVESTMENTS Major Line of Energy-Related Other Investment in Last Other Investment in This Reason for Difference Business U-9C-3 Report U-9C-3 Report in Other Investment ---------------------------- ------------------------ ------------------------ --------------------- (in thousands) NONE
ITEM 6. FINANCIAL STATEMENTS AND EXHIBITS (a) FINANCIAL STATEMENTS Filed pursuant to Rule 104(b) on a confidential basis. (b) EXHIBITS None SIGNATURES Pursuant to the requirements of the Public Utility Holding Company Act of 1935, Cinergy Corp. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CINERGY CORP. --------------------------------- Registrant Dated: May 25, 2000 BY /S/ BERNARD F. ROBERTS -------------------------------- Bernard F. Roberts Duly Authorized Officer and Chief Accounting Officer With the above signature, I also hereby certify that the corresponding report on Form U-9C-3 for the fourth quarter of 1999 was filed with Cinergy Corp's interested state commissions whose names and addresses are listed below. The Public Utilities Commission of Ohio Alan R. Schriber, Chairman 180 East Broad Street Columbus, OH 43266 Indiana Utility Regulatory Commission Robert C. Glazier, Secretary 302 W. Washington Street, Suite E306 Indianapolis, IN 46204 Kentucky Public Service Commission Donald Mills, Executive Director P.O. Box 615 Frankfort, KY 40602 -----END PRIVACY-ENHANCED MESSAGE-----