-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, I1QMiHzcJ+oI8+iKkklnzzHgkGfZrSb6byNXZEFqgnJ3kC2UT4OR7rm//HrZMTzL mht1eeIjY10hyd38iDcMfQ== 0000899652-95-000021.txt : 19950419 0000899652-95-000021.hdr.sgml : 19950419 ACCESSION NUMBER: 0000899652-95-000021 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950418 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CINERGY CORP CENTRAL INDEX KEY: 0000899652 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 311385023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-1/A SEC ACT: 1935 Act SEC FILE NUMBER: 070-08589 FILM NUMBER: 95529276 BUSINESS ADDRESS: STREET 1: 139 E FOURTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5133812000 MAIL ADDRESS: STREET 1: 139 E FOURTH STREET CITY: CINCINATI STATE: OH ZIP: 45202 U-1/A 1 FORM U-1/A As filed with the Securities and Exchange Commission on April 18, 1995 File No. 70-8589 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________________________________ AMENDMENT NO. 1 TO FORM U-1 APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ____________________________________________ CINergy Corp., CINergy Investments, Inc., and CINergy Services, Inc. 139 East Fourth Street Cincinnati, Ohio 45202 (Name of company filing this statement and address of principal executive offices) CINergy Corp. (Name of top registered holding company) William L. Sheafer Treasurer CINergy Corp. 139 East Fourth Street Cincinnati, Ohio 45202 (Names and addresses of agents for service) The Commission is requested to send copies of all notices, orders and communications in connection with this Application-Declaration to: Cheryl M. Foley Vice President, General Counsel and Corporate Secretary CINergy Corp. 139 East Fourth Street Cincinnati, Ohio 45202 M. Douglas Dunn William T. Baker, Jr. Milbank, Tweed, Hadley & McCloy Reid & Priest 1 Chase Manhattan Plaza 40 West 57th Street New York, New York 10005 New York, New York 10019 The Application-Declaration in this file is hereby amended as follows: 1. Item 1, "Description of Proposed Transaction", is hereby amended in the following respects: a. The first paragraph of Item 1 is deleted and the following inserted in lieu thereof: "CINergy Corp. ("CINergy"), a registered holding company under the Public Utility Holding Company Act of 1935, as amended (the "Act"), and CINergy Investments, Inc. ("CINergy Investments"), a wholly-owned subsidiary of CINergy, hereby request approval and authorization of the Securities and Exchange Commission (the "Commission") (i) to acquire, directly or indirectly, in one or more transactions, the securities of one or more companies (the "New Special Purpose Subsidiaries") organized for the purpose of engaging, directly or indirectly, and exclusively, in the business of acquiring, owning and holding the securities of, and/or providing services to, one or more "foreign utility companies" ("FUCOs") and/or "exempt wholesale generators" ("EWGs"), as defined in Section 33(a) and 32(a) of the Act, respectively; (ii) to make direct and indirect investments in New Special Purpose Subsidiaries and additional direct and indirect investments in certain existing subsidiary companies of CINergy (the "Existing Special Purpose Subsidiaries")/1/ in an aggregate amount at any one time outstanding not to exceed $115 million; and (iii) to retain (and for the Commission to release jurisdiction over) certain of the Existing Special Purpose Subsidiaries/2/ as to which the Commission reserved jurisdiction in its October 21, 1994 Order in File No. 70-8427 (the "October 21 Order")./3/ Authorization is also requested: (iv) for the Special Purpose Subsidiaries to issue securities to persons other than CINergy and CINergy Investments for the purpose of financing investments by such Special Purpose Subsidiaries in EWGs and FUCOs, including non-recourse debt securities in an aggregate principal amount at any one time outstanding not to exceed $300 million; (v) for the Special Purpose Subsidiaries to provide services to their subsidiaries and to other Special Purpose Subsidiaries and their subsidiaries; and (vi) to the extent not previously authorized by the Commission, for CINergy Services, Inc. ("CINergy Services"), a Delaware corporation and a subsidiary service company of CINergy, to provide services to the Special Purpose Subsidiaries and their subsidiaries, all in accordance with the terms and conditions set forth herein." b. Section 4, captioned "External Financing By Special Purpose Subsidiaries", is hereby amended by deleting the last sentence of the first paragraph thereunder and substituting in lieu thereof the following: "It is proposed that the aggregate principal amount of non-recourse debt securities issued by the Special Purpose Subsidiaries to persons other than CINergy or CINergy Investments will not exceed $300 million at any one time outstanding. No more than $200 million principal amount of such non-recourse debt securities at any time outstanding may be denominated in currencies other than U.S. dollars. In any case in which CINergy or CINergy Investments directly or indirectly owns less than all of the equity interests of a Special Purpose Subsidiary, only that portion of the non-recourse indebtedness of such Special Purpose Subsidiary equal to CINergy's or CINergy Investments' equity ownership percentage shall be included for purposes of the foregoing limitations." c. Section 6, captioned "Statement Pursuant to Rule 53", is hereby amended by deleting the third sentence under the subcaption entitled "Rule 53(b)(2)" and inserting in lieu thereof the following: "Based on the investment authority proposed herein, CINergy's aggregate investment in EWGs and FUCOs ($115,000,000) will represent less than 2% of CINergy's total capital invested in utility operations." 2. The following new item is added to the Application-Declaration as amended: "Item 8. Power of Attorney. KNOW ALL MEN BY THESE PRESENTS, that each person signing below constitutes J. Wayne Leonard, Jackson H. Randolph and William L. Sheafer, and each of them, with full power to act without the others, his lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, in any capacity, to sign any further amendment to this Application-Declaration, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission granting unto the attorneys-in-fact and agents, and each of them, full authority to do each act necessary to be done, as fully to all purposes as he might do in person, hereby ratifying all that the attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof." SIGNATURE Pursuant to the requirements of the Act, the undersigned companies have duly caused this statement to be signed on their behalf by the undersigned thereunto duly authorized. Dated: April 18, 1995 CINergy Corp. By /s/ William L. Sheafer William L. Sheafer Treasurer CINergy Investments, Inc. By /s/ William J. Grealis William J. Grealis President CINergy Services, Inc. By /s/ J. Wayne Leonard J. Wayne Leonard Group Vice President and Chief Financial Officer ENDNOTES /1/ Costanera Power Corp. ("Costanera"), PSI Argentina, Inc. ("PSI Argentina"), PSI Energy Argentina, Inc. ("Energy Argentina"), E P EDEGEL, Inc. ("EDEGEL"), PSI T&D International, Inc. ("T&D"), PSI Yacyreta, Inc. ("Yacyreta"), CGE ECK, Inc. ("CGE ECK"), PSI Power Resource Development, Inc. ("Power Development"), PSI Power Resource Operations, Inc. ("Power Operations"), PSI International, Inc. ("PSI International"), and PSI Sunnyside, Inc. ("Sunnyside"). The Existing Special Purpose Subsidiaries and the New Special Purpose Subsidiaries are sometimes referred to collectively as the "Special Purpose Subsidiaries". /2/ Specifically, EDEGEL, T&D, Yacyreta, CGE ECK, Power Development, Power Operations, PSI International and Sunnyside. /3/ Two other Existing Special Purpose Subsidiaries -- Costanera and PSI Argentina -- have been determined by the Federal Energy Regulatory Commission ("FERC") to be EWGs. See Constanera Power Corporation, 61 FERC Paragraph 61,335 (1992); PSI Argentina, Inc., 68 FERC Paragraph 61,286 (1994). Another existing Special Purpose Subsidiary -- Energy Argentina -- is a FUCO and has filed a Notification on Form U-57 with the Commission. Accordingly, under Sections 32 and 33 of the Act, Costanera, PSI Argentina and Energy Argentina are retainable without further action by the Commission. In addition, all three companies -- Costanera, PSI Argentina, and Energy Argentina -- have been exempted from the Act pursuant to Section 3(b) by orders of the Commission. PSI Resources, et al., Rel. No. 35-25570, 51 SEC Docket 1374 (July 2, 1992); PSI Resources, Inc., et al., Rel. No. 35-25674, 52 SEC Docket 2533 (Nov. 13, 1992). -----END PRIVACY-ENHANCED MESSAGE-----