-----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, VqTpCN6D//pUPIzWVjQzUMMaZCBVecHC8wJmIw+dx2BpcxB1u5nq2FufU3fgGXLs 1CgBTO6WDdLnWxxibl67vg== 0000899652-02-000105.txt : 20020906 0000899652-02-000105.hdr.sgml : 20020906 20020906163608 ACCESSION NUMBER: 0000899652-02-000105 CONFORMED SUBMISSION TYPE: U-1 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20020906 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 SEC ACT: 1935 Act SEC FILE NUMBER: 070-10085 FILM NUMBER: 02758734 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-1 1 madcadu1.txt File No. 70-______ SECURITIES AND EXCHANGE COMMISSION 450 FIFTH STREET WASHINGTON, D.C. 20549 ------------------------------------------ FORM U-1 DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 -------------------------------------------- CinCap Madison, LLC CinCap VII, LLC 139 East Fourth Street Cincinnati, Ohio 45202 PSI Energy, Inc. 1000 East Main Street Plainfield, Indiana 46168 (Name of companies filing this statement and address of principal executive offices) --------------------------------------------- Cinergy Corp. (Name of top registered holding company) --------------------------------------------- Wendy L. Aumiller, Treasurer Cinergy Corp. 139 East Fourth Street, 24 AT2 Cincinnati, Ohio 45202 (Name and address of agent for service) Please direct communications to: George Dwight II/ Senior Counsel Cinergy Corp. 139 East Fourth Street, 25 AT2 Cincinnati, Ohio 45202 513-287-2643 (ph) 513-287-3810 (f) gdwight@cinergy.com William T. Baker, Jr. William C. Weeden Thelen Reid & Priest LLP Skadden Arps Slate Meagher & Flom 40 West 57th Street 1400 New York Avenue, N.W. New York, New York 10019 Washington, D.C. 20005 212-603-2106 (ph) 202-371-7877 (ph) 212-603-2001 (f) 202-371-7012 (f) wbaker@thelenreid.com wweeden@skadden.com - --------------------- ------------------- Item 1. Description of Proposed Transactions A. Overview CinCap Madison, LLC ("CinCap Madison") and CinCap VII, LLC ("CinCap VII") (each, a "Seller") request all requisite authorization under the Public Utility Holding Company Act of 1935, as amended ("Act") to sell certain generating facilities, namely, the Madison and Henry County Generating Stations (each such transaction, a "Transfer"), to their electric utility associate, PSI Energy, Inc. ("PSI" and together with Sellers, "Applicants"). Applicants are subsidiaries of Cinergy Corp. ("Cinergy"), a registered holding company under the Act. Sellers propose to sell the Madison and Henry County stations to PSI for an aggregate purchase price not to exceed $450 million. In each case the proposed purchase price is based on the net book value of the respective generating facility as of January 1, 2002 plus associated carrying costs accrued from such date to the date of closing of the Transfers ("Closing"). The proposed purchase prices are also subject to the jurisdiction of the Indiana Utility Regulatory Commission ("IURC") pursuant to its statutory authority over the Transfers. PSI and CinCap VII have filed a joint petition with the IURC in Cause No. 42145 seeking (inter alia) the issuance of certificates of public convenience and necessity authorizing the proposed Transfers, and the matter has been set for hearings commencing September 18, 2002, including with respect to the proposed purchase prices.1 Through its planning efforts, PSI has determined that increasing demand for electricity on its utility system requires additional generating capacity as soon as practical. PSI has considered and implemented numerous resource options, and has determined that the most expeditious, reliable, efficient and economic methods of supplying this growing demand include the acquisition of Sellers' generating facilities, consisting of approximately 712 megawatts ("MW") (summer rating) of additional peaking capacity. Applicants seek to obtain all regulatory approvals and complete the Transfers by December 31, 2002, so that PSI can factor these plants, with certainty, into its generation portfolio and resource plans for meeting its 2003 peak demand needs.2 If PSI cannot, with certainty, factor these plants into its generation portfolio and resource plans for its 2003 peak demand needs by year-end 2002, PSI will have to reserve and secure other, perhaps more costly and risk-laden, sources of generation to ensure that it can enter the 2003 peak demand season (i.e., summer 2003) confident that it can meet the needs of its customers. Applicants therefore request that the Commission approve the Transfers by December 1, 2002, so that PSI has the flexibility necessary going into 2003 to make the most effective decisions possible with regard to meeting its 2003 peak demand needs. B. Parties Cinergy was formed as the holding company parent in connection with the 1994 merger combining PSI's then-parent company, PSI Resources, Inc., with The Cincinnati Gas & Electric Company, an Ohio electric and gas utility ("CG&E"). PSI and CG&E are Cinergy's principal subsidiaries, providing retail electric or gas service to customers in southwestern Ohio, northern Kentucky and most of Indiana. In addition to its Midwestern utility business, Cinergy has numerous non-utility subsidiaries engaged in a variety of businesses in the United States and abroad. At and for the six months ended June 30, 2002, Cinergy had consolidated assets of approximately $12.8 billion and operating revenues of approximately $4.7 billion. PSI is a vertically integrated electric utility and direct wholly-owned subsidiary of Cinergy. It produces, transmits, distributes and sells electricity in the State of Indiana, directly supplying electric energy to over 700,000 customers located in 69 counties in the central, north central and southern parts of Indiana, including the cities of Bloomington, Columbus, Kokomo, Lafayette, New Albany and Terre Haute. The IURC has jurisdiction over PSI with respect to retail rates, service standards, issuance of securities, accounting and other matters. PSI's electric generating properties consist of ownership interests in six coal-fired electric generating stations having a total of 22 individual generating units; one hydroelectric generating station; and 16 rapid-start peaking units. At and for the six months ended June 30, 2002, PSI had consolidated assets of approximately $4.2 billion and operating revenues of approximately $1.1 billion. CinCap Madison (formerly Duke Energy Madison, LLC) is a Delaware limited liability company and an indirect, wholly-owned subsidiary of Cinergy. CinCap Madison has been certified as an exempt wholesale generator ("EWG").3 In addition, FERC has authorized CinCap Madison to sell wholesale power at market-based rates.4 CinCap Madison owns the Madison Generating Station, which is located in Madison Township, Butler County, Ohio, and consists of eight General Electric 7EA natural gas fired simple cycle combustion turbine ("CT") generating units, with a summer rating of 72 MW per unit for a total summer rating of 576 MW, together with associated realty, equipment and other tangible and intangible assets. The Madison station is a "peaking" facility (i.e., intended to run only at times of peak electric demand, which in PSI's service territory occurs in the summer). It is located close to CG&E's Woodsdale Generating Station and is interconnected with transmission facilities owned by CG&E. Madison station was placed into commercial service in the summer of 2000 and has operated at a high level of reliability. CinCap VII is a Delaware limited liability company and an indirect, wholly-owned subsidiary of Cinergy. CinCap VII has been certified as an EWG.5 In addition, FERC has authorized CinCap VII to sell wholesale power at market-based rates.6 CinCap VII owns the Henry County Generating Station, which is located in Henry County, Indiana, and consists of three General Electric LM 6000 natural gas fired simple cycle CTs, with a summer rating of 45.5 MW per unit for a total summer rating of approximately 136 MW, together with associated realty, equipment and other tangible and intangible assets. The Henry County station is a peaking facility, and is interconnected with electric transmission facilities owned by PSI. It was placed into commercial service in August 2001 and has operated at a high level of reliability.7 The Madison and Henry County stations (together with a third merchant peaking facility in the Midwest) were originally developed and placed into commercial operation by a joint venture owned on a 50-50 basis by nonutility affiliates of Cinergy and Duke Energy Corporation ("Duke"). Subsequently the parties determined to dissolve the joint venture, and in liquidating the joint venture assets, Cinergy acquired indirect ownership of 100% of both the Madison and Henry County stations, while Duke acquired indirect ownership of 100% of the third facility. C. Proposed Transfers 1. Need for Additional Capacity Through its resource planning process, PSI has determined that it requires additional generating capacity as soon as practical to accommodate increasing demand for electricity on its utility system. PSI's current on-system (i.e., without purchases) reserve margin is less than 1%. Without the Transfers, PSI will be required to rely disproportionately on power purchases from the wholesale market, in order to maintain a minimum target planning reserve margin of 15%. PSI has considered and implemented numerous resource options, and has determined that the most expeditious, reliable, efficient and economic methods of meeting this growing demand for electricity on its utility system include the acquisition of the Madison and Henry County stations, consisting of approximately 712 MW (summer rating) of additional peaking capacity. These plants will add approximately 663 MW8 (summer rating) of peaking capacity to the PSI system, immediately available to serve Indiana customers' electricity demand requirements. 2. Terms of Proposed Sale As noted above, Sellers propose to sell their generating facilities to PSI for an aggregate purchase price not to exceed $450 million, in each case based on the net book value of the generating facilities as of January 1, 2002 plus associated carrying costs accrued from such date to the Closing. Applicants believe that this cost-based pricing for these generating assets is fair and reasonable. As further noted above, in addition to this Commission, the IURC has jurisdiction over and is reviewing the proposed purchase prices in connection with its overall consideration of the proposed Transfers in Cause No. 42145. Applicants will amend this application at the appropriate time, in light of this ongoing proceeding before the IURC, to provide further specific information regarding the proposed purchase prices. The foregoing notwithstanding, in no event would the proposed purchase prices exceed in the aggregate $450 million. The foregoing pricing, as well as other terms and conditions associated with the proposed sale of the Madison and Henry County Stations (including customary representations and warranties and covenant obligations of the respective parties), will be set forth in separate but substantially identical (other than with respect to price) Asset Purchase Agreements, to be entered into at the Closing, between CinCap Madison or CinCap VII (together with their indirect parent company, Cinergy Capital & Trading, Inc.), on the one hand, as Seller, and PSI, as Buyer. Cinergy used proceeds from several series of its senior unsecured long-term debt, issued in an aggregate principal amount of $700 million and maturing at various times in 2004 ("Debentures"), to finance its development, construction and acquisition of the Madison and Henry County stations. At the Closing, in transactions exempt from this Commission's jurisdiction pursuant to rule 52 under the Act, PSI would pay the full amount of the respective purchase prices by issuing one or more promissory notes to Cinergy in an aggregate principal amount equal to such purchase prices ("Notes"). The Notes would have final maturities in 2004 corresponding to the final maturities in 2004 of the Debentures and would bear interest at a rate per annum designed to parallel the annual interest rate and associated financing costs of the Debentures. At final maturity of the Notes (unless or to the extent that PSI has earlier refinanced the Notes in whole or in part),9 PSI anticipates that it would externally finance the Madison and Henry County stations assets on a long-term basis with debt and/or equity and would apply the proceeds to repay in full the outstanding principal of the Notes; Cinergy in turn would use those funds to repay in part the outstanding principal of the Debentures. Item 2. Fees, Commissions and Expenses Cinergy estimates total fees and expenses in connection with the preparation and filing of this application, and receipt of the Commission's order with respect thereto, of not more than $20,000, consisting chiefly of outside counsel fees and expenses. Item 3. Applicable Statutory Provisions Sections 9(b)(1) and 32(h) of the Act and rules 42, 43, 52 and 54 thereunder are or may be applicable to the proposed transactions. Rule 54 provides that in determining whether to approve the issue or sale of a security by a registered holding company for purposes other than the acquisition of an EWG or a foreign utility company (as defined in section 33 of the Act, "FUCO"), or other transactions by such registered holding company or its subsidiaries other than with respect to EWGs or FUCOs, the Commission shall not consider the effect of the capitalization or earnings of any subsidiary which is an EWG or a FUCO upon the registered holding company if paragraphs (a), (b) and (c) of rule 53 are satisfied. Cinergy currently does not meet the conditions of rule 53(a). At June 30, 2002, Cinergy's "aggregate investment," as defined in rule 53(a)(1), in EWGs and FUCOs was approximately $1,323 million. This amount is equal to approximately 99% of Cinergy's average "consolidated retained earnings," also as defined in rule 53(a)(1), for the four quarters ended June 30, 2002, of approximately $1,332 million, which exceeds the 50% "safe harbor" limitation contained in the rule. By order dated May 18, 2001 in File No. 70-9577 (HCAR No. 27400) ("May 2001 Order"), the Commission authorized Cinergy to increase its aggregate investment in EWGs and FUCOs to an amount equal to the sum of (1) 100% of Cinergy's average "consolidated retained earnings" plus (2) $2,000,000,000 (excluding any investments subject to the Restructuring Limit, as defined therein). Therefore, although Cinergy's aggregate investment at June 30, 2002 exceeds the 50% "safe harbor" limitation, it is well within the higher investment level granted by the May 2001 Order. With respect to capitalization, there has been no material adverse impact on Cinergy's consolidated capitalization resulting from Cinergy's investments in EWGs and FUCOs. At June 30, 2002, Cinergy's consolidated capitalization consisted of 42.5 % equity and 57.5% debt. These ratios are within acceptable ranges, as further reflected by the fact that at June 30, 2002, Cinergy's senior unsecured debt was rated "investment grade" by all the major rating agencies. Pursuant to HCAR No. 27190 dated June 23, 2000, Cinergy has committed to maintain a 30% consolidated common equity ratio (subject to certain exceptions), and the proposed transactions will have no adverse impact on Cinergy's ability to meet that commitment. With respect to earnings, Cinergy's interests in EWGs and FUCOs have made consistent and significant contributions to Cinergy's consolidated retained earnings, as reflected in the quarterly certificates filed by Cinergy in Docket Nos. 70-9011 and 70-9577. Although Cinergy's consolidated earnings for the year ended December 31, 1997 were negatively affected by Cinergy's 50% ownership interest in Midlands Electricity plc ("Midlands"), a FUCO, this was solely as a result of the imposition by the United Kingdom of a one-time, non-recurring windfall tax. Significantly, this tax did not affect earnings from ongoing operations, and therefore would not have any negative impact on earnings in future periods. In July 1999, Cinergy sold all of its ownership in Midlands, realizing a substantial profit. Cinergy satisfies all of the other conditions of paragraphs (a) and (b) of rule 53. With reference to rule 53(a)(2), Cinergy maintains books and records in conformity with, and otherwise adheres to, the requirements thereof. With reference to rule 53(a)(3), no more than 2% of the employees of Cinergy's domestic public utility companies render services, at any one time, directly or indirectly, to EWGs or FUCOs in which Cinergy directly or indirectly holds an interest. With reference to rule 53(a)(4), Cinergy will concurrently provide a copy of this application to each regulator referred to therein, and will otherwise comply with the requirements thereof concerning the furnishing of information. With reference to rule 53(b), none of the circumstances enumerated in subparagraphs (1), (2) and (3) thereunder have occurred. Finally, rule 53(c) by its terms is inapplicable since the proposed transactions do not involve the issue or sale of a security to finance the acquisition of an EWG or FUCO. Item 4. Regulatory Approval In addition to the authorization sought herein, the Transfers may not be consummated without prior authorization from both the IURC and the FERC. The IURC has jurisdiction over PSI with respect to its proposed acquisition of the Madison and Henry County stations and CinCap VII with respect to its proposed sale of the Henry County station. A joint application of PSI and CinCap VII is pending before the IURC in Cause No. 42145 with respect to these matters. In May 2002, the IURC approved a settlement agreement between PSI and several parties in Cause No. 42196 authorizing PSI (among other things) to purchase the full uncommitted output of the Madison and Henry County stations through December 31, 2002. The IURC also has jurisdiction over any long-term debt or equity financing by PSI of its proposed acquisition. A financing petition will be filed shortly by PSI with the IURC in respect of its proposed acquisition financing. Pursuant to Section 203 of the FPA, the FERC has jurisdiction over the proposed sale of the Madison and Henry County stations to the extent such sales include facilities classified as interstate transmission equipment, and an appropriate application has been filed with FERC seeking such authorization. In addition to jurisdiction over the Transfers, the IURC and the FERC have jurisdiction over any request by PSI for future recovery in retail or wholesale electric rates, respectively, of any costs associated with the Transfers. Item 5. Procedure For the reasons set forth in Item 1, Applicants request that the Commission issue a notice of the proposed transactions and an order approving the proposed transactions as soon as practicable but in any event by not later than December 1, 2002. Applicants waive a recommended decision by a hearing officer or other responsible officer of the Commission; consent that the Division of Investment Management may assist in the preparation of the Commission's order, unless the Division opposes the matters proposed herein; and request that there be no waiting period between the issuance of the Commission's order and its effectiveness. Item 6. Exhibits and Financial Statements (a) Exhibits A Not applicable B-1 Form of Purchase and Sale Agreement for Madison Generating Station (to be filed by amendment) B-2 Form of Purchase and Sale Agreement for Henry County Generating Station (to be filed by amendment) C Not applicable D-1 Amended Joint Petition of PSI and CinCap VII, dated March 1, 2002, filed with IURC in Cause No. 42145 (excluding exhibits thereto). D-2 Order of IURC in Cause No. 42145 (to be filed by amendment) D-3 Joint Application of PSI, CinCap Madison and CinCap VII under Section 203 of Federal Power Act excluding exhibits thereto) ("203 Application") D-4 Order of FERC with respect to 203 Application (to be filed by amendment) E Not applicable F Preliminary opinion of counsel G Form of Federal Register notice (b) Financial Statements FS-1 Cinergy consolidated financial statements dated June 30, 2002 (incorporated by reference from Cinergy's June 30, 2002 Quarterly Report on Form 10-Q in File No. 1-11377) FS-2 PSI consolidated financial statements dated June 30, 2002 (incorporated by reference from PSI's June 30, 2002 Quarterly Report on Form 10-Q in File No. 1-3543) Item 7. Information as to Environmental Effects (a) The Commission's action in this matter will not constitute any major federal action significantly affecting the quality of the human environment. (b) No other federal agency has prepared or is preparing an environmental impact statement with regard to the proposed transactions. SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this Declaration on Form U-1 to be signed on their behalf by the officer indicated below. Dated: September 6, 2002 CINCAP MADISON, LLC By: /s/Wendy Aumiller Wendy Aumiller Treasurer CINCAP VII, LLC By: /s/Wendy Aumiller Wendy Aumiller Treasurer PSI ENERGY, INC. By: /s/Wendy Aumiller Wendy Aumiller Treasurer - -------- 1 See Exhibit D-1 hereto (Amended Joint Petition of PSI Energy, Inc. and CinCap VII, LLC, filed March 1, 2002 in Cause No. 42145, Pursuant to Ind. Code ss. 8-1-8.5, et seq. (1)For the Issuance of Certificates of Public Convenience and Necessity for PSI Energy, Inc. to Purchase Generating Facilities for the Furnishing of Electric Utility Service to the Public; (2) For the Approval of the Costs of Such Facilities; and (3) For Approval For CinCap VII to Transfer Ownership of Generating Assets to PSI Energy, Inc., 2 In addition to the requisite authorizations from this Commission and the IURC, Applicants may not consummate the proposed transactions without prior authorization from the Federal Energy Regulatory Commission ("FERC") under section 203 of the Federal Power Act ("FPA"). An application for such authorization is likewise pending before the FERC. 3 See 91 FERC P62,068 (2000). 4 See CinCap Madison, LLC, Docket Nos. ER00-1784 and ER02-322 (letter order, April 19, 2002). 5 See 91 FERC P62,209 ( 2000). 6 See CinCap VII, Docket No. ER00-1831 (letter order, May 4, 2000). 7 Cinergy Power Generation Services, LLC, a nonutility subsidiary of Cinergy ("CPGS"), provides operation and maintenance ("O&M") services to the Madison and Henry County stations, under the supervision of the plants' respective owners. Following the Transfers, CPGS will continue providing O&M services to the stations, under the direction of their new owner, PSI. Such services will be provided at "cost" as defined in rule 91 under the Act pursuant to the service agreement between PSI and certain of its nonutility associate companies previously authorized by the Commission in File No. 70-9449 (HCAR No. 27016, May 4, 1999). 8 Due to an existing long-term 50 MW unit power sale from the Henry County station to a nonaffiliate customer, 663 MW of summer rated capacity from the two plants, rather than 712 MW, will be available to serve PSI's Indiana retail customers' demand requirements. 9 To the extent not otherwise exempt under rule 42 or 52 under the Act, PSI hereby requests authorization to acquire, retire, or otherwise redeem prior to its maturity the Notes. EX-99 2 exhibitg.txt Exhibit G Form of Federal Register Notice Securities and Exchange Commission (Release No. 35-_________) CinCap Madison, LLC ("CinCap Madison"), CinCap VII, LLC ("CinCap VII" and together with CinCap Madison, "Sellers") and PSI Energy, Inc. ("PSI" and together with Sellers, "Applicants"), each a wholly-owned subsidiary of Cinergy Corp., a registered holding company under the Act ("Cinergy"), have filed a Declaration under sections 9(b)(1) and 32(h) of the Act and rules 42, 43, 52 and 54 thereunder. Sellers propose to sell certain generating facilities to PSI, namely, the Madison and Henry County Generating Stations (each such transaction, a "Transfer"), for an aggregate purchase price not to exceed $450 million, in each case based on the net book value of the respective generating facility as of January 1, 2002 plus associated carrying costs accrued from such date to the date of closing of the Transfers ("Closing"). PSI produces, transmits, distributes and sells electricity in the State of Indiana to customers located in 69 counties in the central, north central and southern parts of Indiana, including the cities of Bloomington, Columbus, Kokomo, Lafayette, New Albany and Terre Haute. At and for the six months ended June 30, 2002, PSI had consolidated assets of approximately $4.2 billion and operating revenues of approximately $1.1 billion. Sellers have been certified as exempt wholesale generators ("EWG") and have been authorized by the Federal Energy Regulatory Commission ("FERC") to sell wholesale power at market-based rates. CinCap Madison owns the Madison Generating Station, located in Madison Township, Butler County, Ohio, which consists of eight General Electric ("GE") 7EA natural gas fired simple cycle combustion turbine ("CT") generating units, with a summer rating of 72 MW per unit for a total summer rating of 576 MW, together with associated realty, equipment and other tangible and intangible assets. The Madison station is a "peaking" facility (i.e., intended to run only at times of peak electric demand, which in PSI's service territory occurs in the summer). It is with transmission facilities owned by PSI's electric and gas utility associate company, The Cincinnati Gas & Electric Company. Madison station was placed into commercial service in the summer of 2000 and Applicants state that it has operated at a high level of reliability. CinCap VII owns the Henry County Generating Station, located in Henry County, Indiana, which consists of three GE LM 6000 natural gas fired simple cycle CTs, with a summer rating of 45.5 MW per unit for a total summer rating of approximately 136 MW, together with associated realty, equipment and other tangible and intangible assets. The Henry County station is a peaking facility, and is interconnected with electric transmission facilities owned by PSI. It was placed into commercial service in August 2001 and Applicants state that has operated at a high level of reliability.1 Applicants state that through its resource planning process, PSI has determined that it requires additional generating capacity as soon as practical to accommodate increasing demand for electricity on its utility system. PSI's current on-system (i.e., without purchases) reserve margin is less than 1%. Without the Transfers, PSI will be required to rely disproportionately on power purchases from the wholesale market, in order to maintain a minimum target planning reserve margin of 15%. PSI stated that it has considered and implemented numerous resource options, and has determined that the most expeditious, reliable, efficient and economic methods of meeting this growing demand for electricity on its utility system include the acquisitions of the Madison and Henry County stations. These acquisitions will result in the addition of approximately 663 MW2 (summer rating) of peaking capacity to the PSI system, immediately available to serve Indiana customers' electricity demand requirements. As noted above, Sellers propose to sell their generating facilities to PSI for an aggregate purchase price not to exceed $450 million, in each case based on the net book value of the generating facilities as of January 1, 2002 plus associated carrying costs accrued from such date to the Closing. The foregoing pricing, as well as other terms and conditions associated with the proposed sale of the Madison and Henry County Stations (including customary representations and warranties and covenant obligations of the respective parties), will be set forth in separate but substantially identical (other than with respect to price) Asset Purchase Agreements, to be entered into at the Closing, between CinCap Madison or CinCap VII (together with their indirect parent company, Cinergy Capital & Trading, Inc.), on the one hand, as Seller, and PSI, as Buyer. Cinergy used proceeds from several series of its senior unsecured long-term debt, issued in an aggregate principal amount of $700 million and maturing at various times in 2004 ("Debentures"), to finance its development, construction and acquisition of the Madison and Henry County stations. At the Closing, in transactions exempt from this Commission's jurisdiction pursuant to rule 52 under the Act, PSI would pay the full amount of the respective purchase prices by issuing one or more promissory notes to Cinergy in an aggregate principal amount equal to such purchase prices ("Notes"). The Notes would have final maturities in 2004 corresponding to the final maturities in 2004 of the Debentures and would bear interest at a rate per annum designed to parallel the annual interest rate and associated financing costs of the Debentures. At final maturity of the Notes (unless or to the extent that PSI has earlier refinanced the Notes in whole or in part),3 PSI anticipates that it would externally finance the Madison and Henry County stations assets on a long-term basis with debt and/or equity and would apply the proceeds to repay in full the outstanding principal of the Notes; Cinergy in turn would use those funds to repay in part the outstanding principal of the Debentures. Cinergy states that the proposed Transfers are also subject to the jurisdiction of the Indian Utility Regulatory Commission ("IURC") and the FERC. Specifically, the IURC has jurisdiction over PSI with respect to its proposed acquisition of the Madison and Henry County stations and CinCap VII with respect to its proposed sale of the Henry County station. A joint application of PSI and CinCap VII is pending before the IURC in Cause No. 42145 with respect to these matters, including the proposed pricing for the Transfers. The IURC also has jurisdiction over any long-term debt or equity financing by PSI of its proposed acquisition. Applicants state that a financing petition will be filed shortly by PSI with the IURC in respect of its proposed acquisition financing. Pursuant to Section 203 of the Federal Power Act, the FERC has jurisdiction over the proposed sale of the Madison and Henry County stations to the extent such sales include facilities classified as interstate transmission equipment, and an appropriate application has been filed with FERC seeking such authorization. Cinergy estimates total fees and expenses in connection with the preparation and filing of this application, and receipt of the Commission's order with respect thereto, of not more than $20,000. For the Commission, by the Division of Investment Management, pursuant to delegated authority. - -------- 1 Cinergy Power Generation Services, LLC, a nonutility subsidiary of Cinergy ("CPGS"), provides operation and maintenance ("O&M") services to the Madison and Henry County stations, under the supervision of the plants' respective owners. Following the Transfers, CPGS will continue providing O&M services to the stations, under the direction of their new owner, PSI. Such services will be provided at "cost" as defined in rule 91 under the Act pursuant to the service agreement between PSI and certain of its nonutility associate companies previously authorized by the Commission in File No. 70-9449 (HCAR No. 27016, May 4, 1999). 2 Due to an existing long-term 50 MW unit power sale from the Henry County Station to a nonaffiliate customer, 663 MW of summer rated capacity from the two plants, rather than 712 MW, will be available to serve PSI's Indiana retail customers' demand requirements. 3 To the extent not otherwise exempt under rule 42 or 52 under the Act, PSI hereby requests authorization, to acquire, retire, or otherwise redeem prior to its maturity the Notes. EX-99 3 exhibitf.txt EXHIBIT F September 6, 2002 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: CinCap Madison, LLC, et al./File No. 70- Ladies and Gentlemen: I am Senior Counsel for Cinergy Corp. ("Cinergy"), a Delaware corporation and registered holding company under the Public Utility Holding Company Act of 1935, as amended (the "Act"). This opinion letter is delivered pursuant to the rules of the Commission thereunder as an exhibit to the Declaration on Form U-1 (such declaration, including any subsequent amendments thereto, the "Application") being filed today by CinCap Madison, LLC, CinCap VII, LLC and PSI Energy, Inc. ("PSI" and together with the foregoing companies, the "Applicants"), each of which is a wholly-owned subsidiary of Cinergy. In connection with this opinion letter, I have reviewed the Application and such other documents and made such other investigation as I consider appropriate. Based on the foregoing and subject to the other paragraphs hereof, I express the following opinions: 1. All state laws applicable to the proposed transactions will have been complied with. 2. Each of the Applicants is validly organized and duly existing. 3. The Madison and Henry County generating stations will be legally acquired by PSI. 4. The consummation of the proposed transactions will not violate the legal rights of the holders of any securities issued by the Applicants or any associate company thereof. The foregoing opinions presume that the proposed transactions will be consummated in accordance with the Application and legal requirements applicable thereto, including the Commission's order or orders to be issued in respect thereof. I am admitted to the Bars of the States of New York and Ohio. The foregoing opinions are limited to the laws of the States of New York and Ohio and the Delaware Limited Liability Company Act. I hereby consent to the Commission's use of this opinion letter in connection with the Application. This opinion letter may not be used for any other purpose or relied on by or furnished to any other party without my prior written consent. Very truly yours, /s/George Dwight II EX-99 5 application.txt UNITED STATES OF AMERICA BEFORE THE FEDERAL ENERGY REGULATORY COMMISSION Cinergy Services, Inc. ) ) On behalf of ) ) PSI Energy, Inc. ) CinCap Madison, LLC ) CinCap VII, LLC ) Docket No. EC02-___-000 APPLICATION FOR AUTHORIZATION UNDER SECTION 203 OF THE FEDERAL POWER ACT TO TRANSFER JURISDICTIONAL FACILITIES Cinergy Services, Inc. ("Cinergy Services"), on behalf of PSI Energy, Inc. ("PSI"), CinCap Madison, LLC ("CinCap Madison"), and CinCap VII, LLC ("CinCap VII"), (PSI, CinCap Madison and CinCap VII are herein referred to as the "Applicants") submits this application ("Application") requesting all necessary Federal Energy Regulatory Commission ("Commission" or "FERC") authorizations under Section 203 of the Federal Power Act ("FPA"),1 to transfer the jurisdictional interconnection facilities associated with certain generating assets owned by CinCap Madison and CinCap VII ("Sellers") to PSI. PSI has, through its planning efforts, determined that the existing (and still increasing) demand for electricity on its utility system requires additional generating capacity as soon as practical. PSI has considered and implemented numerous resource options, and has determined that the most expeditious, reliable, efficient and economic methods of meeting the increased (and still increasing) demand for electricity on its utility system include the acquisitions of the generating facilities owned by CinCap Madison and CinCap VII, consisting of approximately 712 MWs (summer rating) of additional peaking capacity (the "Transfer"). Accordingly, PSI and CinCap VII have filed a joint petition with the Indiana Utility Regulatory Commission ("IURC") seeking, among other things, the issuance of certificates of public convenience and necessity (CPCN) for PSI to purchase the generating assets of CinCap Madison and CinCap VII. This joint petition is currently pending before the IURC.2 Applicants hope to obtain all regulatory approvals and complete the Transfer by the end of 2002 so that PSI can factor these plants, with certainty, into its generation portfolio and resource plans for meeting its 2003 peak demand needs. If PSI cannot, with certainty, factor these plants into its generation portfolio and resource plans for its 2003 peak demand needs by end of 2002, PSI will have to reserve and secure other, perhaps more costly or risk-laden, sources of generation to ensure that it can enter the 2003 peak season confident that it can meet the needs of its customers. Applicants therefore request that the Commission approve the Transfer by December 1, 2002 so that PSI is provided the flexibility necessary going into 2003 to make the most effective decisions possible with regard to meeting its 2003 peak demand needs. I. BACKGROUND PSI is a public utility organized and existing under the laws of the State of Indiana, and has its principal office at 1000 East Main Street, Plainfield, Indiana. It is engaged in rendering electric utility service in the State of Indiana, and owns, operates, manages and controls, among other things, plants and equipment within the State of Indiana used for the production, transmission, delivery and furnishing of such electric service to the public. PSI directly supplies electric energy to over 700,000 customers located in 69 counties in the central, north central and southern parts of the State of Indiana, and supplies steam service to one customer from its Cayuga Generating Station. As of October 24, 1994, PSI became a wholly-owned subsidiary of Cinergy Corp. ("Cinergy"). CinCap Madison3, a limited liability company organized under the laws of the state of Delaware, owns and operates the Madison Generating Station, an approximately 576 MW generation plant located in Madison Township, Butler County, Ohio.4 CinCap Madison is an indirect, wholly-owned subsidiary of Cinergy engaged exclusively in the generation and sale of power at wholesale and has been certified by this Commission as an exempt wholesale generator ("EWG").5 CinCap Madison has been authorized to sell power at market-based rates.6 CinCap VII, a limited liability company organized under the laws of the State of Delaware, owns and operates the Henry County Generating Station, an approximately 136 MW generation plant located in Cadiz, Henry County, Indiana. CinCap VII is an indirect, wholly-owned subsidiary of Cinergy engaged exclusively in the generation and sale of power at wholesale, and has been classified by this Commission as an EWG.7 CinCap VII has been authorized to sell power at market-based rates.8 Both the Madison and Henry County stations are interconnected to the Cinergy public utility subsidiaries' transmission system, which is and will continue to be operated on an integrated, single-system basis pursuant to Midwest ISO's OATT on file with the Commission. II. DESCRIPTION OF TRANSFER PSI has, through its planning efforts, determined that the existing and increasing demand for electricity on its utility system requires additional generating capacity as soon as practical. PSI's current on-system (i.e., without purchases) reserve margin is less than 1%. PSI has considered and implemented numerous resource options, and has determined that the most expeditious, reliable, efficient and economic methods of meeting the anticipated increasing demand for electricity on its utility system include the acquisitions of the Madison and Henry County stations, consisting of approximately 712 MWs (summer rating) of peaking capacity to the PSI system, of which 663 MWs will be available to serve Indiana customers' electricity demand requirements.9 Applicants believe that it will be beneficial to PSI and its customers to complete the proposed purchase as soon as practicable. Because the Madison and Henry County stations are already in operation, both of these stations will be available to provide electric utility service to PSI customers immediately upon consummation of the Transfer. Applicants have proposed to effectuate the Transfer via a sale of all assets of CinCap Madison and CinCap VII, respectively, to PSI at net book value as of January 1, 2002, plus carrying costs on this book value from January 1, 2002 through the date of transfer, computed using PSI's AFUDC rate for an aggregate purchase price not to exceed $450 million. Also proposed to be transferred to PSI are the plant inventory balances at the time of transfer. (See Amended Petition in pending IURC Cause No. 42145.) While the price term is at issue in the IURC CPCN proceeding, and the final price is subject to the approval and order of the IURC, any changes in the price term will not affect the issue of concern to the Commission in this proceeding - the change in control of the jurisdictional facilities. That change in control will occur materially in the manner described in the draft contract attached as part of Exhibit I. If the terms or conditions of the Transfer change in a manner that materially affects control of the jurisdictional facilities, Applicants will submit a revised form of contract. III. THE PROPOSED TRANSFER IS CONSISTENT WITH THE PUBLIC INTEREST Section 203 of the Federal Power Act states that "if the Commission finds that the proposed disposition . . . will be consistent with the public interest, it shall approve the same."10 In its Merger Policy Statement, the Commission stated that, when determining whether a proposed disposition of jurisdictional facilities is consistent with the public interest, it will evaluate the effects of the proposed transaction on competition, rates and regulation.11 The Commission affirmed this approach in its Order No. 642 revising filing requirements under Part 33 of its Regulations.12 Applicants have proposed a transfer of generating assets and associated jurisdictional transmission facilities in order to allow PSI to reliably and cost-effectively meet its obligation to serve its retail customers and to meet its wholesale obligations. As indicated above, PSI has filed a petition for certificates of public convenience and necessity with the IURC, the state regulatory body charged with ensuring that PSI is able to meet the electricity needs of its retail customers, setting forth the grounds supporting the Transfer and seeking approval of such. PSI must receive the approval of the IURC before it may effect the Transfer. Further, as discussed below, the Transfer will have no adverse effects on competition or regulation, and will affect rates only with the approval of certain ratemaking treatment by the IURC and FERC. Applicants therefore request that the Commission find that the Transfer is consistent with the public interest and grant all necessary authorizations under FPA Section 203. A. THE TRANSFER WILL HAVE NO ADVERSE EFFECT ON COMPETITION. The Transfer will not alter the competitive situation within the relevant wholesale geographic markets. The transfer will not change the fact that the Cinergy public utility subsidiaries' transmission system is operated on an integrated, single-system basis pursuant to Midwest ISO's OATT on file with the Commission and, thus, the relevant geographic markets will not change. The Transfer will be limited to the transfer of generation market share between Cinergy affiliates, and, as such, the relative market share of the Cinergy affiliates or any other market participant will not change. In several prior cases, the Commission concluded that similar internal transfers of generating facilities have no adverse effect on competition.13 The Commission affirmed this approach in its Order No. 642.14 Additionally, FERC has recently found that the Cinergy companies, including CinCap Madison and CinCap VII, passed the Supply Margin Assessment ("SMA") screen.15 B. THE TRANSFER WILL HAVE NO ADVERSE EFFECT ON RATES As indicated below, the Transfer will have no impact on retail or wholesale rates because costs associated with the Transfer cannot be passed through to ratepayers absent further regulatory proceedings and approvals in the future ratemaking proceedings before the applicable regulatory bodies. 1. The Transfer Will Have No Adverse Affect On Retail Ratepayers The Transfer will have no adverse effect on rates charged to retail ratepayers. Before PSI's retail rates may be changed to reflect the costs of the Transfer, PSI must initiate and fully process a general retail rate case. PSI's integrated resource planning analysis indicates that the Transfer is the "least cost" and most reliable method of meeting its native load customers' demand requirements. Initially, however, the Transfer will likely have a beneficial effect on consumers through PSI's retail fuel adjustment clause ("FAC"). Since PSI economically dispatches its generating units, the units being transferred will only be dispatched when they are the most cost-effective option for generating the next incremental MW of power required. As much of the cost of operating generating plants is comprised of the cost of fuel, dispatching more cost-effective plants generally results in lower overall fuel costs. Thus, economically dispatching the units being transferred in the context of PSI's overall generation portfolio will likely result in lower overall fuel costs, and lower FAC rates paid by retail customers. 2. The Transfer Will Have No Adverse Effect on Wholesale Rates The Transfer will have no adverse effect on rates charged to wholesale customers. FERC approval in a subsequent ratemaking proceeding will be necessary before PSI's wholesale base rates can be changed to reflect the costs of the Transfer. By virtue of certain settlement agreements currently in effect between PSI and its wholesale native load customers, PSI is prohibited from seeking to revise its wholesale native load customer base rates schedules to be effective prior to June 1, 2003. The Commission has previously held that customers are protected from the effect on rates where those effects on rates were subject to Commission approval in a subsequent ratemaking proceeding.16 Finally, as described above, the Transfer will likely have a beneficial effect on the fuel-related charges to wholesale customers. Since PSI economically dispatches its fleet of generating stations, the Madison and Henry County facilities will only be dispatched when they offer a lowest-cost option for producing the next incremental MW of power.17 C. THE TRANSFER WILL HAVE NO ADVERSE EFFECT ON REGULATION 1. The Transfer Will Not Impair the Effectiveness of Federal Regulation The Commission's jurisdictional authority over the units being transferred will not be impaired as a result of the Transfer. The Commission will continue to have jurisdiction over the wholesale power sales of electricity from these units, as well as wholesale power sales and transmission in interstate commerce of PSI.18 Additionally, Cinergy and its affiliates will remain subject to the same degree of regulation under the Public Utility Holding Company Act of 1935, as amended ("PUHCA") after the transfer as before. Consistent with the Commission's requirements, Cinergy, as a registered public utility holding company, has agreed to, and hereby reconfirms its commitment to, abide by the Commission's policy regarding the treatment of cost and revenues related to intra-company transactions.19 2. The Transfer Will Not Impair the Effectiveness of State Regulation Sellers' Transfer of generating assets to PSI will not impair the effectiveness of state regulation. PSI is currently subject to the regulatory authority of the State of Indiana. The Transfer will not affect the regulatory authority of the IURC. The IURC must first approve the Transfer before it can be undertaken, and will have the authority to regulate the generating assets, to the extent permitted by state law, once the Transfer is completed since these generating assets will become part of PSI's regulated utility plant and associated rate base. IV. INFORMATION REQUIRED BY PART 33 OF THE COMMISSION'S REGULATIONS Applicants submit the following information pursuant to Part 33 of the Commission's regulations, 18 C.F.R. Part 33, as revised by Order No. 642. As set forth more fully below, and as suggested by Order No. 642,20 Applicants request full or partial waiver of several of the information requirements of Part 33 on the grounds that this is a purely internal Transfer of assets without the need for the higher level of scrutiny that might attach to a merger resulting in a combination of previously unaffiliated assets. Specifically, Applicants request waiver of the requirements of 18 C.F.R. ss. 33.2(h), and partial waiver of the requirements of 18 C.F.R. ss.ss. 33.2(c) and (d), and of any other requirements of Part 33 to the limited extent Applicants may have inadvertently omitted information required by the Commission's Order No. 642. Per 18 C.F.R. ss. 33.3(a)(1), Applicants have not submitted a horizontal competitive analysis, or any other information under 18 C.F.R. ss. 33.3, because the Transfer will not result in a single corporate entity obtaining ownership or control over the generating facilities of previously unaffiliated merging entities. Here, all Applicants will be affiliated prior to and after the Transfer. Subject to the foregoing, the information required by Part 33 is as follows: A. Section 33.2(a): Names and addresses of the principal business offices of the Applicants. The Applicants are as follows: PSI Energy, Inc.; CinCap Madison, LLC; CinCap VII, LLC The Applicants' address for purposes of this Application is: 139 East Fourth Street PO Box 960 Cincinnati, OH 45202 B. Section 33.2(b): Names and addresses of persons authorized to receive notices and communications with respect to the Application. *Noel Symons *James B. Gainer Skadden, Arps, Slate, Vice President and General Counsel Meagher & Flom LLP Regulated Businesses 1440 New York Avenue, NW Cinergy Corp. Washington, D.C. 20005-2111 Atrium II Building, 25th Floor (202) 371-7000 221 East Fourth Street Fax: (202) 393-5760 Cincinnati, OH 45202 nsymons@skadden.com (513) 287-2633 Fax: (513) 287-3810 jgainer@cinergy.com Persons denoted by an asterisk are those designated for service pursuant to 18 C.F.R.ss.385.2010 (2001). C. Section 33.2(c): Description of Applicants. See Exhibits A through F, attached. D. Section 33.2(d): Description of the jurisdictional facilities owned and operated or controlled by Applicants, their Parents or Affiliates. The jurisdictional facilities involved in the Transfer are identified in Exhibit H, attached. Applicants request waiver of this requirement with respect to the multitude of jurisdictional facilities owned by affiliate companies. Such facilities will be unaffected by this purely internal Transfer of assets, and the burden of assembling such a list would be significant. Similarly, Applicants request waiver of this requirement to the extent necessary to accommodate identification in the Application and Exhibits of certain jurisdictional facilities by category (e.g., "appurtenant interconnection facilities") rather than by itemized list. E. Section 33.2(e): Narrative description of the transaction. A narrative description of the Transfer is provided in Section II to this Application. Associated jurisdictional facilities are identified in Exhibit H, attached. F. Section 33.2(f): Contracts with respect to the transaction. Unexecuted draft copies of a form of Asset Transfer Agreement between Cinergy Capital and Trading ("CCT"), CinCap Madison and PSI and a form of Asset Transfer Agreement between CCT, CinCap VII and PSI are attached as part of Exhibit I. As noted above, the proposed pricing is based on a formula, and that formula is currently being addressed in the pending IURC proceeding. The final price to be produced from that formula is not yet known, and hence is left blank. To the best of Applicants' knowledge, in each case the final Asset Transfer Agreement will otherwise reflect the terms and conditions contained in the draft Asset Transfer Agreement in all material respects. Applicants interpret this requirement to include only those contracts that go to the core of the Transfer and bear directly on the transfer of control over jurisdictional facilities. To the extent that incidental contracts are encompassed by this requirement, Applicants request waiver of this requirement. G. Section 33.2(g): Facts relied upon to demonstrate that the transaction is in the public interest. As explained in Exhibit J, the facts relied upon to show that the Transfer is consistent with the public interest are set forth in Section III of this Application. H. Section 33.2(h): Physical property. Applicants request waiver of the requirement to provide a map showing in different colors the properties of each party, since this is a purely internal Transfer involving only the limited jurisdictional interconnection facilities (generation leads, step-up transformers, etc.) used solely to connect the subject generating facilities to the transmission grid. I. Section 33.2(i): Status of actions before other regulatory bodies. Securities and Exchange Commission: Applicants, members of a registered holding company system, also require Securities and Exchange Commission ("SEC") approval of the Transfer under PUHCA. An application requesting such approval has been filed with the SEC. Indiana Utility Regulatory Commission: PSI and CinCap VII have jointly petitioned the IURC for a certificate of public convenience and necessity for the Transfer of the CinCap Madison and CinCap VII generating stations to PSI.21 This petition is currently pending before the IURC. Federal Energy Regulatory Commission: PSI and CinCap VII anticipate filing with this Commission to cancel their Interconnection Agreement, as the Henry County facilities will become part of the PSI system. Additionally, CinCap Madison, PSI and The Cincinnati Gas & Electric Company ("CG&E") anticipate making one or more filings with this Commission relating to the Interconnection Agreement between CinCap Madison and CG&E. V. ACCOUNTING TREATMENT As noted, the final price is not yet known. Applicants propose to file accounting entries within six months of an order approving the transfer. VI. CONCLUSION Wherefore, Applicants request that the Commission grant all necessary authorizations under Section 203 of the FPA for the Transfer. To facilitate the Transfer in time for the 2003 peak period, Applicants request that the Commission establish a thirty-day notice and comment period and act on this application by December 1, 2002. Respectfully submitted, James B. Gainer Noel Symons Vice President and General Counsel Skadden, Arps, Slate, Regulated Businesses Meagher & Flom, LLP Cinergy Corp. 1440 New York Avenue, N.W. Atrium II Building, 25th Floor Washington, D.C. 20005-2111 221 East Fourth Street (202) 371-7310 Cincinnati, OH 45202 (513) 287-2633 September 6, 2002 Exhibit A: Business Activities of Applicants. PSI is the only entity involved in this Transfer that has a franchised service territory. It serves an estimated population of 2.1 million people located in 69 of the state's 92 counties, including the cities of Bloomington, Columbus, Kokomo, Lafayette, New Albany, and Terre Haute. The business activities of the Applicants are further described in Section II of the Application. Applicants are uncertain whether Order No. 642 contemplates further or broader descriptions. To the extent more may be required, Applicants request waiver on the grounds that sufficient information is provided for consideration of this purely internal Transfer, and the collection of further information would represent an undue burden. Exhibit B: List of Energy Subsidiaries and Energy Affiliates. Applicants have provided an internally-maintained list of affiliates, beginning on the next page of this Exhibit B, that substantially reflects Cinergy's corporate organizational structure. This is the list developed for Cinergy's own corporate record-keeping purposes. Applicants note that the list is over-inclusive, in that it is not limited to Energy Companies. Because this is a purely internal Transfer and generation of a new, different list would present an unwarranted burden, Applicants request a waiver of this requirement to the extent not satisfied by this list. Exhibit C: Organizational Charts Depicting Current and Post-Transaction Corporate Structures. Since this Transfer solely addresses the transfer of generating assets and associated jurisdictional facilities, no change to the Cinergy corporate structure will occur. As contemplated in Order No. 642, Applicants request waiver of this requirement since the corporate structure will be unaffected.22 Exhibit D: Description of All Joint Ventures, Strategic Alliances, Tolling Arrangements, or Other Business Ventures. As discussed in Exhibit B, that Exhibit contains the list of Cinergy subsidiaries and affiliates maintained by Cinergy for corporate record-keeping purposes. Applicants believe that Exhibit B fully or substantially satisfies the requirements of Exhibit D. Because this is a purely internal Transfer and generation of a new, different list would present an unwarranted burden, Applicants request waiver of this requirement to the extent not satisfied by Exhibit B. Exhibit E: Common Officers or Directors of Parties to the Transaction The common officers and directors among the Applicants are as follows: Aumiller, Wendy L. Treasurer, PSI Energy, Inc. Treasurer, CinCap Madison, LLC Treasurer, CinCap VII, LLC Bakrow, Lance A. Vice President, CinCap Madison, LLC Vice President, CinCap VII, LLC Carlson, Kimberly S. Assistant Comptroller, PSI Energy, Inc. Assistant Comptroller, CinCap Madison, LLC Assistant Comptroller, CinCap VII, LLC Cyrus, Michael J. Executive Vice President, PSI Energy, Inc. President, CinCap Madison, LLC President, CinCap VII, LLC Duncan, R. Foster Executive Vice President & Chief Financial Officer, PSI Energy, Inc. Executive Vice President, CinCap Madison, LLC Executive Vice President, CinCap VII, LLC Janson, Julia S. Secretary, PSI Energy, Inc. Assistant Secretary, CinCap Madison, LLC Assistant Secretary, CinCap VII, LLC McCarthy, Robert C. Vice President, CinCap Madison, LLC Vice President, CinCap VII, LLC Roberts, Bernard F. Vice President & Comptroller, PSI Energy, Inc. Vice President & Comptroller, CinCap Madison, LLC Vice President & Comptroller, CinCap VII, LLC Vennemann, Jerome, A. Vice President, General Counsel & Assistant Secretary, PSI Energy, Inc. Vice President & Secretary, CinCap Madison, LLC Vice President & Secretary, CinCap VII, LLC Exhibit F: Description and location of wholesale power sales customers and unbundled transmission services customers served by Applicants or their Affiliates. PSI serves the customers on the first list below under the Cinergy Operating Companies Market Based Power Sales Tariff, Original Volume 7, filed in Docket No. ER96-170-000 and approved in Docket No. ER99-962-000 ("Market Based Tariff"). The remainder of PSI's wholesale customers, identified on the second and following lists, are served under the PSI Energy, Inc. First Revised Electric Rate Schedule Vol. No. 1, last revised per a settlement agreement in FERC Docket No. ER00-188-000 ("Cost Based Tariff"), or such other tariff as is indicated. AES Power, Inc. Attn: Contract Administration 1001 North 19th Street Arlington, VA 22209 AES New Energy, Inc. Attn: Contract Administration 535 Boylston Street Top Floor Boston, MA 02116 Alcoa Power Generating Inc. dba APG Trading Attn: Contract Administration 2300 Riverview Tower 900 S. Gay Street Knoxville, TN 37902 Allegheny Energy Supply Company, LLC Attn: Contract Administration 4350 Northern Pike Monroeville, PA 15146-2841 Alliance Energy Services Partnership Attn: Contract Administration 9300 Shelbyville Road Louisville, KY 40222 Alliant Energy Corporate Services, Inc. as Agent Attn: Contract Administration 2489 Ringdon Road Cottage Grove, WI 53527 Alpena Power Company Attn: Contract Administration 310 North 2nd Avenue P.O. Box 188 Alpena, MI 49707-0188 Amerada Hess Corporation Attn: Contract Administration 2800 Eisenhower Avenue Alexandria, VA 22314 Ameren Energy as Agent for Ameren Services Company Attn: Contract Administration 1901 Chouteau Ave. St. Louis, MO 63103 American Electric Power Service Corporation Attn: Contract Administration 1 Riverside Plaza Columbus, OH 43215 American Municipal Power - Ohio, Inc. Attn: Contract Administration 2600 Airport Drive Columbus, OH 43219 Arkansas Electric Cooperative Corporation Attn: Contract Administration 8000 Scott Hamilton Drive Little Rock, AR 72219-4208 Associated Electric Cooperative, Inc. Attn: Contract Administration 2814 South Golden P.O. Box 754 Springfield, MO 65801-0754 Atlantic City Electric Company Attn: Contract Administration P.O. Box 6066 Newark, DE 19714-6066 Avista Corp. Washington Water Power Division Attn: Contract Administration 1411 East Mission P.O. Box 3727 Spokane, WA 99220-3727 Avista Energy, Inc. Attn: Contract Administration 470 Atlantic Avenue, 10th Floor Boston, MA 02210 Big Rivers Electric Corporation Attn: Contract Administration 201 Third Street Henderson, KY 42420 Black Hills Power & Light Attn: Contract Administration P.O. Box 1400 Rapid City, SD 57709 Blue Ridge Power Agency Attn: Contract Administration 5656 U.S. Highway 29 Suite B-1 Blairs, VA 24527 Board of Public Utilities - Kansas City Attn: Contract Administration 700 Minnesota Avenue Kansas City, KS 66101 Bonneville Power Administration Attn: Contract Administration 905 Northeast 11th Avenue Portland, OR 97232 BP Energy Company Attn: Contract Administration 501 Westlake Park Boulevard Houston, TX 77079 Buckeye Power Attn: Contract Administration 2780 Coonpath Road P.O. Box 250 Lancaster, OH 43130 Calpine Energy Services, L.P. Attn: Contract Administration 700 Louisiana Avenue, Suite 2700 Houston, TX 77002 Cargill-Alliant, LLC Attn: Contract Administration 12700 Whitewater Drive Minnetonka, MN 55343 Carolina Power & Light Company Attn: Contract Administration 411 Fayetteville Street Mall P.O. Box 1551 Raleigh, NC 27602 Central Hudson Gas & Electric Corporation Attn: Contract Administration 284 South Avenue Poughkeepsie, NY 12601-4879 Central Illinois Light Company Attn: Contract Administration 300 Liberty Street Peoria, IL 61602 Central Vermont Public Service Corporation Attn: Contract Administration 77 Grove Street Rutland, VT 05701 City of Austin Attn: Contract Administration 721 Barton Springs Road Austin, TX 78704 City of Bremen Attn: Contract Administration 111 South Center Street Bremen, IN 46506 City of Bristol Attn: General Manager of Utilities Bristol Utilities Board 300 Lee Street Bristol, VA 24203-8100 City of Brookston Attn: Contract Administration P.O. Box 238 Brookston, IN 47923 City of Chalmers Attn: Contract Administration P.O. Box 827 Chalmers, IN 47929 City of Etna Green Attn: Contract Administration 182 West Broadway P.O. Box 183 Etna Green, IN 46524 City of Hamilton Attn: Contract Administration 960 North 3rd St. Hamilton, OH 45011 City of Kingsford Heights Attn: Contract Administration P.O. Box 330 Kingsford Heights, IN 46346 City of Lebanon, OH Attn: Acting Deputy Director, Electric 50 South Broadway Lebanon, OH 45036 City of Walkerton Attn: Contract Administration 510 Roosevelt Road Walkerton, IN 46574 City of Williamstown Attn: Contract Administration P.O. Box 147 Williamstown, KY 41097 City of Winamac Attn: Contract Administration 120 West Main Street Winamac, IN 46996 Cleco Marketing & Trading LLC Attn: Contract Administration 2005 Vandevelde Avenue Alexandria, LA 71303 Cleco Power LLC Attn: Contract Administration 2005 Vandevelde Avenue Alexandria, LA 71303 CMS Marketing Services and Trading Company Attn: Contract Administration Fairlane Plaza South 330 Town Center Drive, Ste. 1000 Dearborn, MI 48216 ConAgra Energy Services, Inc. Attn: Contract Administration Eleven ConAgra Drive, Suite 5022 Omaha, NE 68102-5022 Conectiv Energy Supply, Inc. Attn: Contract Administration P.O. Box 6066 Newark, DE 19714-6066 Consolidated Edison Company of New York, Inc. Attn: Contract Administration 4 Irving Place, Room 1300 New York, NY 10003 Consolidated Edison Solutions Attn: Contract Administration 701 Westchester Ave. Suite 201 W White Plains, NY 10604 Constellation Power Attn: Contract Administration 111 Market Place, Suite 500 Baltimore, MD 21202 Consumers Energy Co. dba Consumers Energy Attn: Contract Administration 1945 W. Parnall Road Jackson, MI 49201 Coral Power, LLC Attn: Contract Administration 909 Fannin Street, Suite 700 Houston, TX 77010 Dayton Power & Light Company Attn: Contract Administration 1900 Dryden Road P.O. Box 1807 Dayton, OH 45401 Delmarva Power & Light Company Attn: Contract Administration P.O. Box 6066 Newark, DE 19714-6066 Detroit Edison Company (The) Attn: Contract Administration 2000 Second Avenue Detroit, MI 48226 DTE Energy Trading, Inc. Attn: Contract Administration 101 North Main Street, Ste. 300 Ann Arbor, MI 48104 Duke Energy Trading and Marketing, LLC Attn: Contract Administration 5400 Westheimer Houston, TX 77056 Duke Power Company Attn: Contract Administration P.O. Box 1006 (EC03U) Charlotte, NC 28201-1006 Duquesne Light Company Attn: Contract Administration 2839 New Beaver Ave. Pittsburgh, PA 15233 East Kentucky Power Cooperative, Inc. Attn: Contract Administration P.O. Box 707 Winchester, KY 40392-0707 Edgar Electric Cooperative dba EnerStar Attn: Contract Administration 11597 Illinois Highway One P.O. Box 190 Paris, IL 61944 Edison Mission Marketing & Trading Inc. Attn: Contract Administration 160 Federal Street Boston, MA 02110 El Paso Merchant Energy, L.P. Attn: Contract Administration P.O. Box 2511 Houston, TX 77252-2511 Empire District Electric Company Attn: Contract Administration 602 Joplin Street P.O. Box 127 Joplin, MO 64802 Engage Energy America L.L.C. Attn: Contract Administration 39500 High Point Blvd., Suite 260 Novi, MI 48375 Enron North America Corp. Attn: Contract Administration P.O. Box 4428 Houston, TX 77210-4428 Enron Power Marketing Attn: Contract Administration P.O. Box 4428 Houston, TX 77210-4428 Entergy Power Inc. Attn: Contract Administration Parkwood Two Building, Suite 500 10055 Grogan's Mill Road The Woodlands, TX 77380 Entergy Services, Inc. Attn: Contract Administration One Poydras Plaza Bldg. P.O. Box 61000 New Orleans, LA 70161 Entergy-Koch Trading, L.P. Attn: Contract Administration 20 East Greenway Plaza, Suite 700 Houston, TX 77046 Eugene Water & Electric Board Attn: Contract Administration P.O. Box 10148 500 East 4th Eugene, OR 97440 Exelon Generation Company, LLC Attn: Contract Administration 300 Exelon Way Kennett Square, PA 19348 FirstEnergy Solutions Corp. Attn: Contract Administration 395 Ghent Road Akron, OH 44333 Florida Power & Light Attn: Contract Administration 11770 U.S. Highway 1 South Tower, Fourth Floor North Palm Beach, FL 33408 Florida Power Corporation Attn: Contract Administration P.O. 14042 St. Petersburg, FL 33733 FPL Energy Power Marketing, Inc. Attn: Contract Administration 11770 U.S. Highway One P.O. Box 88825 North Palm Beach, FL 33408 GPU Operating Companies Attn: Contract Administration Route 183 & Van Reed Road Reading, PA 19612 Grant Co. Public Utility District #2 Attn: Contract Administration P.O. Box 878 Ephrata, WA 98823 Greenwood, South Carolina Attn: Contract Administration P.O. Box 549 Greenwood, SC 29648 Hoosier Energy REC, Inc. Attn: Contract Administration 7398 North State Road 37 Bloomington, IN 47402-0908 Houston Lighting & Power Company Attn: Contract Administration P. O. Box 1700 Houston, TX 77251-1700 HQ Energy Services (US) Inc. Attn: Contract Administration 75, Rene-Levesque Boulevard West 18th Floor Montreal (Quebec) H2Z 1A4 Idaho Power Company Attn: Contract Administration 1221 West Idaho P.O. Box 70 Boise, ID 83707-0070 Illinois Municipal Electric Agency Attn: Contract Administration 919 South Spring Street Springfield, IL 62704 Illinois Power Company Attn: Contract Administration 500 South 27th Street, H-25 Decatur, IL 62521 Indiana Municipal Power Agency Attn: Contract Administration 11610 North College Avenue Carmel, IN 46032 Indianapolis Power & Light Company Attn: Contract Administration 25 Monument Circle Indianapolis, IN 46201 ISO New England Attn: Contract Administration One Sullivan Road Holyoke, MA 01040 Jackson County REMC Kansas City Power & Light Company Attn: Contract Administration 1201 Walnut P.O. Box 418679 Kansas City, MO 64141-9679 Kenergy Corp. Attn: Contract Administration P.O. Box 1389 Owensburg, KY 42302-1389 LG&E Energy Marketing Inc. Attn: Contract Administration 220 West Main Street 7th Floor Louisville, KY 40202 Logansport, Indiana (City of) Attn: Contract Administration 6th & Broadway Logansport, IN 46947 Louisiana Generating LLC Attn: Contract Administration 112 Telly St. New Roads, LA 70760 Louisville Gas & Electric Company/Kentucky Utilities Company Attn: Contract Administration 220 West Main Street Louisville, KY 40202 Merchant Energy Group of the Americas, Inc. Attn: Contract Administration 151 West Street, Suite 300 Annapolis, MD 21401 MidAmerican Energy Company Attn: Contract Administration 666 Grand Avenue P.O. Box 657 Des Moines, IA 50303-0657 MidCon Power Services Corporation Attn: Contract Administration 701 East 22nd Street Lombard, IL 60148 MIECO, Inc. Attn: Contract Administration Shoreline Square 301 East Ocean Boulevard, Suite 1100 Long Beach, CA 90802-4832 Mirant Americas Energy Marketing L.P. Attn: Contract Administration 1155 Perimeter Center West, Ste 130 Atlanta, GA 30338-5416 Missouri Public Service c/o UtiliCorp United Inc. Attn: Contract Administration 10700 East 350 Highway Kansas City, MO 64138 Morgan Stanley Capital Group, Inc. Attn: Contract Administration 1585 Broadway, 4th Floor New York, NY 10036 National Gas & Electric Attn: Contract Administration 3555 Timmons, Ste. 1500 Houston, TX 77027 Nevada Power Company Attn: Contract Administration 6226 W. Sahara Ave. Las Vegas, NV 89102 New York Power Authority Attn: Contract Administration 123 Main Street White Plains, NY 10601 New York State Electric & Gas Corporation Attn: Contract Administration Corporate Drive Kirkwood Industrial Park P.O. Box 5224 Binghamton, NY 13902-5224 Niagara Mohawk Energy Marketing, Inc. Attn: Contract Administration 507 Plum Street Syracuse, NY 13204 Northeast Utilities Service Company Northeast Utilities Service Company Attn: Contract Administration 107 Selden Street Berlin, CT 06037-1616 Northern Indiana Public Service Company Attn: Contract Administration 5265 Hohman Avenue Hammond, IN 46320-1775 Northern States Power Co. Attn: Contract Administration 414 Nicollet Mall Minneapolis, MN 55401 NRG Power Marketing Attn: Contract Administration 901 Marquette Ave., Ste. 2300 Minneapolis, MN 55402-3265 OGE Energy Resources, Inc. Attn: Contract Administration 408 Central Park Two 515 Central Park Drive, Suite 400 Oklahoma City, OK 73105-1722 Oglethorpe Power Corporation Attn: Contract Administration 3100 East Exchange Place P.O. Box 1349 Tucker, GA 30085 Ohio Valley Electric Corporation Attn: Contract Administration One Riverside Plaza Columbus, OH 43215 Oklahoma Gas & Electric Attn: Contract Administration P.O. Box 321 Oklahoma City, OK 73101 Orange & Rockland Utilities Inc. Attn: Contract Administration 390 West Route 59 Spring Valley, NY 10977-5300 Pacific Gas & Electric Company Attn: Contract Administration Mail Code B23A P.O. Box 770000 San Francisco, CA 94177 Pacific Northwest Generating Cooperative Attn: Contract Administration 711 N.E. Halsey, Ste. 200 Portland, OR 97232-1268 PacifiCorp Attn: Contract Administration 825 N.E. Multnomah, Suite 600 Portland, OR 97232 PacifiCorp Power Marketing Attn: Contract Administration 650 N.E. Holladay, Suite 700 Portland, OR 97232 PG&E Energy Trading - Power, L.P. Attn: Contract Administration 7500 Old Georgetown Road, 13th Floor Bethesda, MD 20814 Phibro Power LLC Attn: Contract Administration 500 Nyala Farms Road Westport, CT 06880-6262 Pinnacle West Capital Corporation Attn: Contract Administration P.O. Box 53999, MS 9842 Phoenix, AZ 85072-3999 Piqua, OH (The City of) Municipal Power Systems 123 Bridge Street Piqua, OH 45356-5001 PJM Interconnection, L.L.C. Attn: Contract Administration 955 Jefferson Ave. Valley Forge Corporate Center Norristown, PA 19403-2497 Portland General Electric Attn: Contract Administration 121 SW Salmon Street Portland, OR 97204 Potomac Electric Power Company Attn: Contract Administration 1900 Pennsylvania Avenue, N.W. Washington, DC 20068 Power Exchange Corp. (POWEREX) British Columbia Attn: Contract Administration 666 Burrard Suite 2210 Vancouver, BC V6C 2X8 PPL Energy Plus Co LLC Attn: Contract Administration 2 North Ninth Street (GENTW20) Allentown, PA 18101-1179 Proliance Energy Attn: Contract Administration 135 N. Pennsylvania Street Indianapolis, IN 46204-2482 PSEG Energy Resources & Trade LLC Attn: Contract Administration 80 Park Plaza Newark, NJ 07102-4194 Public Service Company of Colorado Attn: Contract Administration 1225 17th St. P.O. Box 840 Denver, CO 80202 Public Service Company of New Mexico Attn: Contract Administration Alvarado Square MS-0920 Albuquerque, NM 87158 Puget Sound Energy, Inc Attn: Contract Administration 10608 NE 4th Street GEN-04W Bellevue, WA 98004-5028 QST Energy Trading Inc. Attn: Contract Administration 12450 Greenspoint Dr., Suite 1400 Houston, TX 77060 Rainbow Energy Marketing Corporation Attn: Contract Administration 919 South 7th Street, Suite 405 Bismarck, ND 58504 Reliant Energy Services, Inc. Attn: Contract Administration P.O. Box 4455 Houston, TX 77210-4455 Sacramento Municipal Utility District Attn: Contract Administration P.O. Box 15830 Sacramento, CA 92852-1830 Salt River Project Attn: Contract Administration Mail Station POB013 P.O. Box 52025 Phoenix, AZ 85072-2025 San Diego Gas & Electric Company Attn: Contract Administration P.O. Box 1831 San Diego, CA 92112-4150 SCANA Energy Marketing, Inc. Attn: Contract Administration P.O. Box 23606 Columbia, SC 29224 Seattle City Light Attn: Contract Administration 700 5th Ave. Seattle, WA 98104 Sempra Energy Trading Corp. Attn: Contract Administration 58 Commerce Road Stamford, CT 06902 Sierra Pacific Power Company Attn: Contract Administration 6100 Neil Road P.O. Box 10100 Reno, NV 89520-0400 Snohomish County PUD No. 1 Attn: Contract Administration 2320 California St. P.O. Box 1107 Everett, WA 98206-1107 South Carolina Electric & Gas Company Attn: Contract Administration 1426 Main Street Mail Code 206 Columbia, SC 29201 Southern Company Services, Inc. Attn: Contract Administration 600 North 18th Street, GS-8529 P.O. Box 2625 Birmingham, AL 35202-2625 Southern California Edison Attn: Contract Administration 2244 Walnut Grove Ave. Rosemead, CA Southern Illinois Power Cooperative Attn: Contract Administration 11543 Lake of Egypt Road Marion, IL 62959-8500 Southern Indiana Gas & Electric Company Attn: Contract Administration 20 NW Fourth St. Evansville, IN 47708 Southwestern Electric Cooperative, Inc. Attn: Contract Administration South Elm Street & US 40 Greenville, IL 62240 Stand Energy Corporation Attn: Contract Administration 1077 Celestial Street, Rookwood Building Suite 110 Cincinnati, OH 45202 Strategic Energy, LLC Attn: Contract Administration 2 Gateway Center Pittsburgh, PA 15222 Tacoma City Light Attn: Contract Administration P.O. Box 11007 Tacoma, WA 98411-0007 Tallahassee (City of) Attn: Contract Administration Electric Control Center 400 E. Van Buren Street Tallahassee, FL 32301-4456 Tenaska Power Services Co. Attn: Contract Administration 1701 East Lamar Blvd., Suite 100 Arlington, TX 76006 Tennessee Power Company Attn: Contract Administration 4612 Maria Street Chattanooga, TN 37411 Tennessee Valley Authority Attn: Contract Administration 1101 Market Street Chattanooga, TN 37402 The Energy Authority Attn: Contract Administration 76 South Laura Street Jacksonville, FL 32202 The New Power Company Attn: Contract Administration 600 Jefferson Street Houston, TX 77002 Tractebel Energy Marketing Inc. Attn: Contract Administration 1177 West Loop South, Suite 800 Houston, TX 77027 TransAlta Energy Marketing (US) Inc. Attn: Contract Administration Box 1900, Station "M" 110-112th Avenue SW Calgary, Alberta T2P 2M1 TransCanada Power, division of TransCanada Energy Limited Attn: Contract Administration 450-1st Street S.W. Calgary, Alberta T2P 5H1 Tuscon Electric Power Corporation Attn: Contract Administration 220 W. 6th Street Tuscon, AZ 85702 TU Electric - Power Supply Attn: Contract Administration Energy Plaza 1061 Bryan St. Dallas, TX 75201-3411 TXU Energy Trading Company Attn: Contract Administration 1717 Main Street, Ste. 2000 Dallas, TX 75201 University of Missouri - Columbia Attn: Contract Administration 417 S. 5th Street Columbia, MO 65211 UtiliCorp United, Inc. Attn: Contract Administration 10700 E. 350 Highway P.O. Box 11739 Kansas City, MO 64138 Village of Bethel Bethel Board of Public Affairs Attn: Contract Administration 120 N. Main Street Bethel, OH 45106 Village of Blanchester Attn: Utilities Dept. P.O. Box 158 Blanchester, OH 45107-0158 Village of Georgetown Attn: Contract Administration 301 S. Main Street Georgetown, OH 45121 Village of Hamersville Attn: Board of Public Affairs P.O. Box 219 Hamersville, OH 45130 Village of Ripley Attn: Contract Administration P.O. Box 219 Ripley, OH 45167 Virginia Electric & Power Company Attn: Contract Administration 5000 Dominion Blvd. Glen Allen, VA 23060 Wabash Valley Power Attn: Contract Administration 722 North High School Rd. Indianapolis, IN 46214 Western Farmers Electric Cooperative Attn: Contract Administration 701 NE 7th Street Anadarko, OK 73005 Western Resources Inc. Attn: Contract Administration 818 South Kansas Avenue Topeka, KS 66612 Williams Energy Marketing & Trading Company Attn: Contract Administration One Williams Center Tulsa, OK 74172 Wisconsin Electric Power Company Attn: Contract Administration P.O. Box 2046 Milwaukee, WI 53201 Wisconsin Public Service Corporation Attn: Contract Administration 600 N. Adams P.O. Box 19002 Green Bay, WI 54307-9002 Wolverine Power Supply Cooperative, Inc. Attn: Contract Administration 10125 West Watergate Road Cadillac, MI 49601 WPS Energy Services, Inc. Attn: Contract Administration 677 Baeten Road Green Bay, WI 54304 PSI's wholesale customers served under PSI's First Revised Electric Rate Schedule Vol. No. 1 are as follows: Town of Brooklyn Town of Spiceland Brooklyn, Indiana 47872 Spiceland, Indiana 47385 Attn: Town Clerk Attn: Town Clerk Town of Coatesville Town of Hagerstown Coatesville, Indiana 46121 49 East College Street Attn: Town Clerk Hagerstown, Indiana 47346 Attn: Town Clerk Town of Dublin Town of Rockville Dublin, Indiana 47335 Rockville, Indiana 47872 Attn: Town Clerk Attn: Town Clerk Town of Dunreith Town of Straughn Dunreith, Indiana 47337 Straughn, Indiana Attn: Town Clerk Attn:Town Clerk Town of Lewisville Town of Thorntown Lewisville, Indiana 47352 Thorntown Utilities Attn: Town Clerk 101 West Main Street Thorntown, Indiana 46071 Town of Montezuma Town of Knightstown Municipal Utilities Light-Power Plant 1325 North Jefferson Street Knightstown, Indiana 46148 Montezuma, Indiana 47862 Town of New Ross Town of Veedersburg P.O. Box 156 Veedersburg, Indiana 47987 New Ross, Indiana 47968 Attn: Town Clerk Town of South Whitley Town of Williamsport P. O. Box 372 Williamsport, Indiana 47993 South Whitley, Indiana 46787 Attn: Town Clerk Attn: Town Clerk PSI serves the following customer under its First Revised Rate Schedule Vol. No. 2: Jackson County Rural Electric Membership Corporation P. O. Box K Brownstown, Indiana 47220 PSI serves the following customer under its First Revised Rate Schedule Vol. No. 234: Indiana Municipal Power Agency 11610 North College Avenue Carmel, Indiana 46032 PSI serves the following customer under its First Revised Rate Schedule Vol. No. 267 and 268: Wabash Valley Power Association, Inc. 722 North High School Road P. O. Box 24700 Indianapolis, Indiana 46224 PSI serves the following customer under Service Agreement No. 264 to Electric Tariff Vol. No. 5: City of Logansport Logansport Municipal Utilities City Building Logansport, Indiana 46947 PSI serves the following customer under its FERC Rate Schedule No. 255: City of Piqua 123 Bridge Street Piqua, Ohio 45356 CinCap VII currently sells all of its power to its indirect parent, Cinergy Capital and Trading, Inc. pursuant to a contract filed with this Commission in Docket No. ER01-3109. CinCap Madison currently sells all of its power to its indirect parent, Cinergy Capital and Trading, Inc. pursuant to a contract filed with this Commission in Docket Nos. ER02-322 and ER00-1784. The current long-term firm transmission customers of CG&E and PSI, their locations and or Rate Schedule numbers of their transmission contracts are as follows:23 American Municipal Power - Ohio, Inc. 2600 Airport Drive Columbus, OH 43219 Rate Schedule Nos.: 237; 53 Brooklyn Municipal Utilities 10 S. Main Street Brooklyn, IN 46111 Rate Schedule No.: MUN Buckeye Power, Inc. 2780 Coonpath Road P.O. Box 250 Lancaster, OH 43130 Rate Schedule No.: 31 City of Hamilton, Ohio 960 North 3rd Street Hamilton, OH 46346 Rate Schedule No.: 55 Coatesville Light & Power Department P.O. Box 143 Coatesville, IN 46121 Rate Schedule No.: MUN Columbus Southern Power Company 215 North Front Street Columbus, OH 43215 Rate Schedule No.: 37; 10/1/64 Basic Transmission & Facility Agreement Dayton Power & Light Company Courthouse Plaza Southwest Dayton, OH 45401 Rate Schedule No.: 37; 3/1/84 Basic Transmission & Facility Agreement; 10/1/64 Transmission & Facility Agreement Dublin Municipal Electric Light System Cumberland Street P.O. Box 145 Dublin, IN 47335 Rate Schedule No.: MUN Dunreith Electric Department Box 219 Dunreith, IN 47337 Rate Schedule No.: MUN East Kentucky Power Cooperative, Inc. 4758 Lexington Road Winchester, KY 40391 Rate Schedule Nos.: 43; 13 Hagerstown Municipal Light Department 49 E. College Street Hagerstown, IN 47346 Rate Schedule No.: MUN Hoosier Energy Rural Electric Cooperative, Inc. 7398 North State Road 37 Bloomington, IN 47402-0908 Rate Schedule No.: 222 Indiana Municipal Power Agency 11610 North College Avenue Carmel, IN 46032 Rate Schedule No.: 253 Jackson County - REMC 274 East Base Road P.O. Box K Brownstown, Indiana 47220 Rate Schedule No.: REMC-1 Knightstown Electric Utility 26 S. Washington Street Knightstown, IN 46148 Rate Schedule No.: MUN Lewisville Municipal Light Department Box 288 Lewisville, IN 47352 Rate Schedule No.: MUN Logansport Municipal Utilities 601 East Broadway, Number 101 Logansport, IN 46947 Rate Schedule No.: 256 Louisville Gas & Electric Company 220 West Main Street Louisville, KY 40202 Rate Schedule No.: 17 Montezuma Municipal Utilities 1325 N. Jackson Street P.O. Box 37 Montezuma, IN 47862 Rate Schedule No.: MUN New Ross Electric Service Department P.O. Box 156 New Ross, IN 47968 Rate Schedule No.: MUN Ohio Valley Electric Corporation P.O. Box 16631 Columbus, OH 43216 Rate Schedule No.: 49; 7/10/53 Transmission Agreement South Whitley Municipal Light & Power 118 E. Front Street P.O. Box 372 South Whitley, IN 46787 Rate Schedule No.: MUN Spiceland Municipal Light Company 130 E. Main Street P.O. Box 386 Spiceland, IN 47385 Rate Schedule No.: MUN Straughn Municipal Electric Plant P.O. Box 427 Straughn, IN 47387 Rate Schedule No.: MUN Tennessee Valley Authority 4612 Maria Street Chattanooga, TN 37411 Rate Schedule No.: 17 Thorntown Utilities 101 W. Main Street Thorntown, IN 46071 Rate Schedule No.: MUN Town of Rockville P.O. Box 143 Rockville, IN 47872 Rate Schedule No.: MUN Veedersburg Municipal Electric Department 118 Railroad Avenue Veedersburg, IN 47987 Rate Schedule No.: MUN Wabash Valley Power Association, Inc. 722 North High School Road Indianapolis, IN 46214 Rate Schedule Nos.: 267; 253 Williamsport Light & Water Utility 29 N. Monroe Street Williamsport, IN 47993 Rate Schedule No.: MUN Exhibit G: Description of Jurisdictional Facilities of Applicants and their Affiliates. As stated in Section IV.D of the Application, Applicants request waiver of this requirement to the extent not satisfied by Exhibit H. Exhibit H: Jurisdictional Facilities and Securities Associated with or Affected by the Transaction. The jurisdictional facilities associated with the Transfer are certain appurtenant interconnection facilities (generator leads, step-up transformers, air break switches, circuit breakers, and physical tie-in lines) that will be transferred with the generating units of CinCap Madison and CinCap VII to PSI. The generating stations that will be transferred (and to which interconnection facilities are appurtenant) are as follows: Percent Ownership Principal Fuel Plant Name Location Source MW Capability CinCap Madison Butler County, Ohio 100% Natural Gas 576 MW CinCap VII Henry County, 100% Natural Gas 136 MW Indiana Certain books and records associated with the above jurisdictional facilities also will be transferred to PSI. With respect to the requirement regarding securities, Applicants do not understand this to require listing of securities not subject to the jurisdiction of this Commission. Pursuant to Section 318 of the FPA, the SEC has exclusive federal jurisdiction over securities issuances by the Cinergy companies. The three state public utility commissions have jurisdiction over certain securities issued by the Cinergy public utility operating companies. To the extent the Commission's requirements may contemplate identification of such securities, Applicants request waiver of this requirement. Exhibit I: Contracts with Respect to the Disposition of Facilities. Unexecuted draft copies of a form of Asset Transfer Agreement between CCT, CinCap Madison and PSI and a form of Asset Transfer Agreement between CCT, CinCap VII and PSI are attached. As noted above, the price is not yet known, and hence is left blank. To the best of Applicants' knowledge, in each case the final Asset Transfer Agreement will otherwise reflect the terms and conditions contained in the draft Asset Transfer Agreement in all material respects. Applicants interpret this requirement to include only those contracts that go to the core of the Transfer and bear directly on the transfer of control over jurisdictional facilities. To the extent that incidental contracts are encompassed by this requirement, Applicants request waiver of this requirement. Exhibit J: Facts Relied Upon to Demonstrate Consistency with Public Interest. The facts relied upon to show that the Transfer is consistent with the public interest are set forth in Section III of the Application. Exhibit K: Maps. As stated in Section IV.H of the Application, Applicants request waiver of this requirement. Exhibit L: Status of Regulatory Actions and Orders. The status of related proceedings before other regulatory bodies is described in Section IV.I of the Application. Exhibit M: Proposed Accounting Entries As noted, the final price is not yet known. Applicants propose to file accounting entries within six months of an order approving the transfer. UNITED STATES OF AMERICA BEFORE THE FEDERAL ENERGY REGULATORY COMMISSION Cinergy Services, Inc. ) ) On behalf of ) ) PSI Energy, Inc. ) CinCap Madison, LLC ) CinCap VII, LLC ) Docket No. EC02-___-000 NOTICE OF FILING ( , 2002) Take notice that on September 6, 2002, Cinergy Services, Inc., on behalf of PSI Energy, Inc., CinCap Madison, LLC and CinCap VII, LLC (collectively, "Applicants") tendered for filing an application requesting all necessary authorizations under Section 203 of the Federal Power Act, 16 U.S.C. ss. 824b (2000), for Applicants to engage in a transfer of assets. Copies of this filing have been served on the Indiana Utility Regulatory Commission. Any person desiring to be heard or protest such filing should file a motion to intervene or protest with the Federal Energy Regulatory Commission, 888 First Street, N.E., Washington, D.C. 20426, in accordance with Rules 211 and 214 of the Commission's Rules of Practice and Procedure (18 C.F.R. ss.ss. 385.211 and 385.214). All such motions or protests should be filed on or before _____________. Protests will be considered by the Commission in determining the appropriate action to be taken, but will not serve to make protestants parties to the proceeding. Any person wishing to become a party must file a motion to intervene. Copies of this filing are on file with the Commission and are available for public inspection. This filing also may be viewed on the Internet at http://www.ferc.fed.us/online/rims.htm (call 202-208-2222 for assistance). Magalie R. Salas Secretary UNITED STATES OF AMERICA BEFORE THE FEDERAL ENERGY REGULATORY COMMISSION Cinergy Services, Inc. ) ) On behalf of ) ) PSI Energy, Inc. ) CinCap Madison, LLC ) CinCap VII, LLC ) Docket No. EC02-___-000 VERIFICATION State of ______________ ) ) ss. County of ____________ ) NOW, BEFORE ME, the undersigned authority, personally came and appeared, James B. Gainer, who, after first being duly sworn by me, did say: That he is Vice President and General Counsel, Cinergy Regulated Businesses; that he has the authority to verify the foregoing application and exhibits on behalf of the Applicants; that he has knowledge of the matters therein; and that to the best of his knowledge, information and belief, the representations made are true and correct. ----------------------------------- James B. Gainer SUBSCRIBED AND SWORN to before me this _______ day of _________________ 2002. ----------------------------------- Notary Public CERTIFICATE OF SERVICE I hereby certify that the foregoing Application of Cinergy Services, Inc. et al., for Authorization Under Section 203 of the Federal Power Act was served this 6th day of September, 2002, via first class mail, postage prepaid, upon the Indiana Utility Regulatory Commission. ----------------------- Noel Symons .. - -------- 1 16 U.S.C.ss. 824b (2000). 2 See Joint Petition of PSI Energy, Inc. and CinCap VII, LLC Pursuant to Ind. Codess.8-1-8.5, et seq. (1) For the Issuance of Certificates of Public Convenience and Necessity for PSI Energy, Inc. to Purchase Generating Facilities for the Furnishing of Electric Utility Service to the Public; (2) For the Approval of the Costs of Such Facilities; and (3) For the Approval For CinCap VII to Transfer Ownership of Generating Assets to PSI Energy, Inc., Cause No. 42145 (Amended Petition filed March 1, 2002, attached hereto as Attachment 1.) (Also attached hereto, as Attachment 2, is the PSI Integrated Resource Plan.) 3 Formerly Duke Energy Madison, LLC. 4 An affiliate of CinCap Madison and CinCap VII, Cinergy Power Generation Services (CPGS), performs the physical operation and maintenance of the plants under direction of CinCap Madison and CinCap VII. Subsequent to the Transfer, CPGS will continue to perform the physical operation and maintenance of the plants, under the direction of PSI, pursuant to an SEC-approved service agreement. 5 See Duke Energy Madison, LLC, 91 FERCP. 62,068 (2000). 6 See CinCap Madison, LLC, Docket Nos. ER00-1784 and ER02-322 (letter Order, Apr. 19, 2002) 7 See CinCap VII, LLC, 91 FERCP. 62,209 (2000), and Duke Energy Vermillion, LLC, 96 FERCP. 62,246 (2001). 8 See CinCap VII, Docket No. ER00-1831 (Letter Order, May 4, 2000). 9 Due to an existing long-term 50-MW unit power sale from CinCap VII plant to the Wabash Valley Power Association (discussed infra), 663 MWs, rather than 712 MWs, of summer-rated capacity from the two plants will be available to serve PSI's Indiana retail customers' and other wholesale customers' demand requirements. 10 16 U.S.C.ss.824b (2000). 11 Inquiry Concerning the Commission's Merger Policy Under the Federal Power Act: Policy Statement, Order No. 592, FERC Stats. & Regs., Regs. PreamblesP. 31,044, at 30,111 (1996), order on reconsideration, Order No. 592-A, 79 FERCP. 61,321 (1997) ("Merger Policy Statement"). 12 Revised Filing Requirements Under Part 33 of the Commission's Regulations, Order No. 642, 1996-2000 FERC Stats. & Regs., Regs. PreamblesP. 31,111 (2000) ("Order No. 642 "). 13 E.g., Calpine Power Servs. Co., 92 FERCP. 62,150, at 64,187 (2000); PP&L Res., Inc.,, 90 FERCP. 61,203, at 61,649 (2000); Allegheny Energy Supply Co., 89 FERCP. 62,063, at 64,105 (1999) ("Allegheny"). 14 Order No. 642 at 31,902. 15 See Cinergy Services, Inc., et al., 98 FERCP. 61,306 at 62,308, 62,309 (2002) ("Cinergy's installed capacity in its control area is less than the supply margin. Thus, the applicant passes the SMA screen in its control area market. A similar analysis of the markets outside of Cinergy's control area market indicates that Cinergy passes the SMA screen there as well.") 16 See Niagara Mohawk Holding, Inc., National Grid USA, 96 FERC P. 61,144, Order Denying Rehearing of Order Authorizing Merger (2001); 95 FERC P. 61,381 (2001) (approving merger where applicants committed not to seek rate recovery of any merger related costs in excess of merger-related savings without first receiving regulatory approval to do so.); See also Duquesne Light Co., 88 FERC P. 61,248 (1999) (finding that exchange of FERC-jurisdictional facilities is consistent with the public interest where rate-base treatment is to be considered in subsequent ratemaking proceeding.) 17 Applicants also note that FERC has consistently held that "the Commission does not require applicants under section 203 to insulate their customers from the rate effects of non merger-related events such as increases in fuel costs pursuant to a fuel adjustment clause as a part of a contractual agreement." Southern Indiana Gas and Electric Company, 89 FERC P. 61,288 (1999). See also Atlantic City Electric Company, 90 FERC P. 61,268 (2000); CP&L Holdings, Inc. 92 FERC P. 61,023 (2000). 18 See Allegheny, 89 FERC at 64,105 (approving transaction as having no adverse effect on regulation for a similar corporate reorganization by a registered holding company). 19 See Brownsville Power I, L.L.C., et al., 96 FERCP. 62,287 (2001); Cinergy Services, Inc. et al., 98 FERCP. 61,306 (2002) at P. 62,307. 20 Order No. 642 at 31,877. 21 See Joint Petition of PSI Energy, Inc. and CinCap VII, LLC Pursuant to Ind. Codess.8-1-8.5, et seq. (1) For the Issuance of Certificates of Public Convenience and Necessity for PSI Energy, Inc. to Purchase Generating Facilities for the Furnishing of Electric Utility Service to the Public; (2) For the Approval of the Costs of Such Facilities; and (3) For the Approval For CinCap VII to Transfer Ownership of Generating Assets to PSI Energy, Inc., Cause No. 4215 (Amended Petition filed March 1, 2002, attached as Attachment 1.) 22 Order No. 642 at 31,877. 23 The Midwest Independent System Operator (MISO) serves transmission customers under its OATT. The transmission customers listed here are grandfathered transmission customers served by PSI and CG&E. EX-99 6 amendedjointpetition.txt STATE OF INDIANA INDIANA UTILITY REGULATORY COMMISSION JOINT PETITION OF PSI ENERGY, INC. AND ) CINCAP VII LLC,PURSUANT TO IND. CODE ) ss.8-1-8.5 ET SEQ.: (1) FOR THE ISSUANCE OF ) CERTIFICATES OF PUBLIC CONVENIENCE ) AND NECESSITY FOR PSI ENERGY, INC. TO ) PURCHASE GENERATINGFACILITIES FOR THE ) FURNISHING OF ELECTRIC UTILITY SERVICE ) CAUSE NO. 42145 TO THE PUBLIC; (2) FOR THE APPROVAL OF ) THE COSTS OF SUCH FACILITIES; AND (3) FOR ) APPROVAL FOR CINCAP VII TO TRANSFER ) OWNERSHIP OF GENERATING ASSETS TO ) PSI ENERGY, INC. ) AMENDED JOINT PETITION TO THE INDIANA UTILITY REGULATORY COMMISSION: PSI Energy, Inc. ("PSI") and CinCap VII, LLC ("CinCap") respectfully amend their December 27, 2001 Petition in this Cause No. 42145 and represent and show to the Commission that: 1. Joint Petitioner PSI is a public utility organized and existing under the laws of the State of Indiana, and has its principal office at 1000 East Main Street, Plainfield, Indiana. It is engaged in rendering electric utility service in the State of Indiana, and owns, operates, manages and controls, among other things, plants and equipment within the State of Indiana used for the production, transmission, delivery and furnishing of such electric service to the public. PSI directly supplies electric energy to over 700,000 customers located in 69 counties in the central, north central and southern parts of the State of Indiana, and supplies steam service to one customer from its Cayuga Generating Station. As of October 24, 1994, PSI became a wholly-owned subsidiary of Cinergy Corp. ("Cinergy"). PSI is subject to the jurisdiction of this Commission in the manner and to the extent provided by the Public Service Commission Act, Ind.Code 8-1-2. In addition, PSI believes that I.C. 8-1-2-23, I.C. 8-1-2-49, I.C. 8-1-2-83, and I.C. 8-1-8.5-1 et seq., are or may be applicable to the subject matter of the Petition. 2. Joint Petitioner CinCap is a limited liability company organized under the laws of the State of Delaware, registered to do business in the State of Indiana. CinCap owns and operates the Henry County Generating Station that was the subject of the Commission's April 23, 2001 Order in Cause No. 41569, and is subject to the authority of this Commission as provided in said Order; specifically, the Transfer of Ownership provisions of Paragraph 5 of said Order. 3. As of the date of this Amended Petition, PSI's electric generating properties consist of: six coal-fired electric generating stations having a total of 22 individual generating units; one hydroelectric generating station; and 16 rapid-start peaking units. All of these electric generating properties were found by the Commission in its September 27, 1996 Order in Cause No. 40003 to be used and useful and reasonably necessary for the convenience of the public. Another wholly-owned subsidiary of Cinergy, CinCap Madison, LLC, owns a 576 MW (summer rating) generating station, the Madison Generating Station ("Madison") located in Butler County, Ohio, which consists of 8 natural gas fired combustion turbine generating units ("CT"). As stated above, CinCap owns a 136.5 MW (summer rating) generating station, the Henry County Generating Station ("Henry County") located in Henry County, Indiana, which consists of 3 natural gas fired combustion turbine generating units. Both the Madison and Henry County stations are interconnected to the Cinergy Transmission System which is the subject of that certain Joint Transmission System Planning and Operating Agreement which was a part of the Settlement Agreement approved by this Commission in its September 11, 2001 Order in Cause No. 41954. 4. PSI has, through its planning efforts, determined that the increased and still increasing demand for electricity on its utility system requires additional generating capacity as soon as practical. 5. PSI has considered and implemented numerous resource options, and has determined that the most expeditious, reliable, efficient and economic methods of meeting the anticipated increasing demand for electricity on its utility system include the acquisitions of the Madison and Henry County stations, consisting of approximately 712 MWs (summer rating) of additional peaking capacity. Attached as Exhibit A to this Amended Petition is a summary of PSI's final 2001 integrated resource plan, showing the proposed additions of the Madison and Henry County stations to the PSI system. The summary plan shown on Exhibit A is consistent with the PSI IRP filed with the Commission on March 1, 2002. The acquisitions of the Madison and Henry County stations will result in the addition of approximately 712 MWs (summer rating) of peaking capacity to the PSI system immediately available to serve Indiana customers' electricity demand requirements. 6. PSI believes that it will be beneficial to PSI and its customers to complete the proposed purchase as soon as practicable. Because the Madison and Henry County stations are already in operation, both of these stations will be available, and will in fact be used, to provide electric utility service to PSI customers immediately upon consummation of the purchase transactions. 7. The expenditures that PSI proposes for the purchase of such generating facilities are necessary and reasonable and in the public interest. PSI proposes to purchase both the Madison and the Henry County stations at prices based on the original costs of the plants, net of accrued depreciation as of a date certain, with carrying costs associated with the plants incurred up to the date(s) of the purchases. 8. Joint Petitioner CinCap requests authority to transfer the Henry County station to PSI. 9. In the April 23, 2001 Order in Cause No. 41569, the Commission imposed certain conditions on CinCap as an owner of a merchant facility. PSI requests that such conditions be removed upon the transfer of the Henry County station to PSI, a regulated public utility. PSI will, however, adopt the additional commitments (1 through 6, inclusive) made by CinCap to address the concerns raised by the Henry County Commissioners, as reflected in the Order in Cause No. 41569, beginning on page 8. 10. James R. Pope and Kay Pashos, both at 1000 East Main Street, Plainfield, Indiana, 46168, are counsel for Joint Petitioners in this matter, and are duly authorized to accept service of papers in this Cause on behalf of the Joint Petitioners. WHEREFORE, PSI and CinCap pray that the Indiana Utility Regulatory Commission: (A) After notice and hearing, enter an order granting Certificates of Public Convenience and Necessity to PSI for the purchase of the Madison and Henry County stations to be used for the furnishing of public utility service; (B) Approve PSI's proposed expenditures for said utility power plants, in the amounts to be demonstrated at the hearing in this Cause; (C) Approve CinCap's transfer of the Henry County station to PSI; and (D) Enter such other orders and grant such other relief as may be appropriate in the premises. Dated this 1st day of March 2002. PSI ENERGY, INC. By: _______________________________ Counsel for PSI Energy, Inc. CINCAP VII, LLC By: ________________________________ Counsel for CinCap VII, LLC James R. Pope, Atty. No. 5786-32 Kay Pashos, Atty. No. 11644-49 Cinergy Services, Inc. 1000 East Main Street Plainfield, IN 46168 (317) 838-1553 (telephone) (317) 838-1842 (facsimile) jpope1@cinergy.com CERTIFICATE OF SERVICE The undersigned hereby certifies that copy of the foregoing Amended Joint Petition was delivered or mailed, postage prepaid, in the United States Mail, this 1st day of March, 2002, to: Office of the Utility Consumer Counselor Indiana Government Center North 100 North Senate Avenue, Room N501 Indianapolis, IN 46204-2208 Robert L. Hartley, Jr. Henderson Daily Withrow & DeVoe 2600 One Indiana Square Indianapolis, IN 46204 Melanie Price, Asst. General Counsel Indiana Utility Regulatory Commission Indiana Government Center South, Suite E306 302 West Washington Street Indianapolis, IN 46204 James R. Pope Counsel for Joint Petitioners PSI Energy, Inc. CinCap VII, LLC James R. Pope Attorney No. 5786-32 Cinergy Services, Inc. 1000 East Main Street Plainfield, IN 46168 (317) 838-1553 (telephone) (317) 838-1842 (facsimile) jpope1@cinergy.com -----END PRIVACY-ENHANCED MESSAGE-----