-----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, AqBkgh7AevfB3HuzrWN7t+ZJxxFN8YP6jPVzdepGHQSyu47un/zP7tJ1DYquJZET FFWtbpGgCwZTHswFyFhp/w== 0000899652-95-000089.txt : 19951017 0000899652-95-000089.hdr.sgml : 19951017 ACCESSION NUMBER: 0000899652-95-000089 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19951016 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: POS AMC SEC ACT: 1935 Act SEC FILE NUMBER: 070-08477 FILM NUMBER: 95580942 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 POS AMC 1 POST-EFFECTIVE AMENDMENT NO. 1 TO U-1 As filed with the Securities and Exchange Commission on October 16, 1995 File No. 70-8447 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________________________________ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM U-1 DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ____________________________________________ Cinergy Corp. 139 East Fourth Street Cincinnati, Ohio 45202 (Name of company filing this statement and address of principal executive offices) Cinergy Corp. (Name of top registered holding company parent) William L. Sheafer Treasurer Cinergy Corp. 139 East Fourth Street Cincinnati, Ohio 45202 (Name and address of agent of service) The Commission is requested to send copies of all notices, orders and communications in connection with this Declaration to: Cheryl M. Foley Vice President, General Counsel and Corporate Secretary Cinergy Corp. 139 East Fourth Street Cincinnati, Ohio 45202 Item 1. Description of Proposed Transactions. A. Background. By order in this file dated November 18, 1994 (Rel. No. 35-26159) (the "November 1994 Order"), Cinergy Corp., a registered holding company ("Cinergy"), was authorized to issue and sell up to eight million shares of its common stock, $.01 par value per share (the ("Shares"), from time to time through December 31, 1995. In the related Declaration as amended (the "1994 U-1"), Cinergy proposed to sell the Shares (1) through the solicitation of proposals from underwriters or dealers; (2) through underwriters or dealers on a negotiated basis; (3) directly to a limited number of purchasers or to a single purchaser; and/or (4) through agents. In addition, Cinergy requested authority to contribute up to $160 million of the net proceeds to the equity capital of its Indiana utility subsidiary, PSI Energy, Inc. ("PSI"). Cinergy stated that PSI would use the funds for general corporate purposes, including the repayment of short-term indebtedness incurred for construction financing. Cinergy further proposed to use the balance of the net proceeds from the sale of the Shares for general corporate purposes, provided that it would not acquire interests in exempt wholesale generators ("EWGs") or foreign utility companies ("FUCOs"), as defined in Sections 32 and 33 of the Act, without separate authorization from the Commission. As set forth in its certificate of notification filed with the Commission on December 29, 1994 (the "Rule 24 Certificate"), pursuant to the November 1994 Order: On December 19, 1994, pursuant to an effective shelf registration statement for the sale of the Shares, Cinergy (a) publicly issued and sold 7,089,000 of the Shares at a price of $23.25 per share (less underwriting discounts and commissions of $0.68 per share) to the underwriters named in the prospectus supplement filed as an exhibit to the Rule 24 Certificate, and (b) pursuant to the terms of the underwriting agreement filed therewith, received net proceeds of $159,998,730, all of which Cinergy contributed to the equity capital of PSI. Effective December 14, 1994, Cinergy awarded five shares of its common stock to each non-officer employee of Cinergy in recognition and consideration of employee contributions to the successful formation of Cinergy and the value added to Cinergy and its stock by employees' efforts, and in furtherance of Cinergy senior management's belief that it is important for every employee to have an ownership stake in Cinergy. An aggregate of 43,605 of the Shares was so issued to Cinergy's non-officer employees. As noted above, Cinergy committed in the 1994 U-1 not to use any proceeds from sales of the Shares to acquire interests in EWGs and FUCOs in the absence of further express authorization from the Commission. Cinergy received that authorization in the Commission's order dated September 21, 1995 in File No. 70-8589 (Rel. No. 35-26376) (the "EWG/FUCO Order"), which, among other things, authorized Cinergy to apply proceeds from sales of the Shares pursuant to the 1994 Order to acquire interests in EWGs and FUCOs up to $115 million through May 31, 1998. B. Requested Authorization. As of October 1, 1995, an aggregate of 867,385 of the Shares remained available for issuance under the terms of the November 1994 Order (the "Remaining Shares"). Cinergy herein requests authorization to issue and/or sell the Remaining Shares from time to time through December 31, 1997. Sales of Remaining Shares would be accomplished by any of the means detailed in the 1994 U-1, specifically: (1) through the solicitation of proposals from underwriters or dealers; (2) through underwriters or dealers on a negotiated basis; (3) directly to a limited number of purchasers or to a single purchaser; and/or (4) through agents. Cinergy will apply the net proceeds from sales of the Remaining Shares to general corporate purposes, including repayment of short-term indebtedness, investments in subsidiaries, and acquisitions of interests in EWGs and FUCOs pursuant to the EWG/FUCO Order. In addition, Cinergy may determine to issue (but not sell) some or all of the Remaining Shares, on one or more occasions through December 31, 1997, to Cinergy system employees, in recognition and consideration of employees' contributions to Cinergy's business success, in award transactions similar to that reported in the Rule 24 Certificate (except that eligible system employees for these purposes may not be limited to non-officer employees). C. Statement Pursuant to Rule 53. Under Rule 53, in determining whether to approve the issue and sale of a security by a registered holding company for purposes of financing the acquisition of an EWG, or the guarantee of a security of an EWG by a registered holding company, the Commission shall not make a finding that such security is not reasonably adapted to the earning power of such company or to the security structure of such company or companies in the same holding company system, or that the circumstances are such as to constitute the making of such guarantee an improper risk for such company, if the conditions set forth in Rule 53(a), (b) and (c) are satisfied. As set forth below, all applicable conditions of Rule 53(a) are and, upon consummation of the proposed transactions, will be satisfied, and none of the conditions specified in Rule 53(b) exists or, as a result thereof, will exist. The following discussion assumes the Cinergy system's existence for the dates and periods in question. Three Cinergy companies are EWGs or FUCOs: PSI Argentina, Inc. ("PSI Argentina")and Costanera Power Corporation ("Costanera")are EWGs, and PSI Energy Argentina, Inc. ("Energy Argentina") is a FUCO. For further information with respect to such entities, reference is made to the EWG/FUCO Order and the Application-Declaration as amended in File No. 70-8589. Rule 53(a)(1): The average of Cinergy's consolidated retained earnings for the four consecutive quarters ended June 30, 1995 was $909 million, and Cinergy's aggregate investment in EWGs and FUCOs at June 30, 1995 was approximately $20 million, or approximately 2% of consolidated retained earnings. Rule 53(a)(2): Cinergy maintains books and records enabling it to identify investments in and earnings from each EWG and FUCO in which it directly or indirectly holds an interest. At present, Cinergy does not hold any interest in a domestic EWG; Rule 53(a)(2)(i) is therefore inapplicable. In accordance with Rule 53(a)(2)(ii), the books and records and financial statements of each foreign EWG and FUCO which is a "majority-owned subsidiary company" of Cinergy are kept in conformity with and prepared according to U.S. generally accepted accounting principles ("GAAP"). Cinergy will provide the Commission access to such books and records and financial statements, or copies thereof, in English, as the Commission may request. In accordance with Rule 53(a)(2)(iii), for each foreign EWG and FUCO in which Cinergy directly or indirectly owns 50% or less of the voting securities, Cinergy will proceed in good faith, to the extent reasonable under the circumstances, to cause each such entity's books and records to be kept in conformity with, and the financial statements of each such entity to be prepared according to, GAAP. If such books and records are maintained, or such financial statements are prepared, according to a comprehensive body of accounting principles other than GAAP, Cinergy will, upon request of the Commission, describe and quantify each material variation from GAAP in the accounting principles, practices and methods used to maintain such books and records and each material variation from GAAP in the balance sheet line items and net income reported in such financial statements, as the case may be. In addition, Cinergy will proceed in good faith, to the extent reasonable under the circumstances, to cause access by the Commission to such books and records and financial statements, or copies thereof, in English, as the Commission may request, and in any event will make available to the Commission any such books and records that are available to Cinergy. Rule 53(a)(3): Less than two percent of the total number of employees of Cinergy's utility subsidiaries render services, at any one time, to Costanera, PSI Argentina and Energy Argentina. Such services have been rendered, in part, by employees of PSI in accordance with the Commission's order in PSI Resources, Inc., et al., Rel. No. 35-25674, 52 SEC Docket 2533, 2534-35 (Nov. 13, 1992), and by employees of The Cincinnati Gas & Electric Company in accordance with business practices established prior to the Cinergy merger and the registration of Cinergy as a holding company under the Act. Pursuant to the Commission's order issued October 21, 1994 in File No. 70-8427, Cinergy's service company subsidiary, Cinergy Services, Inc., is authorized to provide administrative, management and other support services to utility and nonutility associate companies, including those that are EWGs or FUCOs. Rule 53(a)(4): Cinergy is concurrently submitting a copy of this Declaration, and will submit copies of any Rule 24 certificates hereunder, as well as a copy of Item 9 of Cinergy's Form U5S and Exhibits H and I thereto, to each of the public service commissions having jurisdiction over the retail rates of Cinergy's operating utility subsidiaries at the time such documents are filed with the Commission. Rule 53(b): The provisions of Rule 53(a) are not made inapplicable to the authorizations herein requested by reason of the provisions of Rule 53(b). Rule 53(b)(1): Neither Cinergy nor any subsidiary thereof is the subject of any pending bankruptcy or similar proceeding. Rule 53(b)(2): Average consolidated retained earnings for the four quarters ended June 30, 1995 equaled $909 million, versus $979 million for the four quarters ended June 30, 1994, a difference of approximately $70 million or 7%. Accordingly, the investment restriction set forth in this provision of the Rule is inapplicable. Rule 53(b)(3): For the twelve months ended June 30, 1995, Cinergy had net income of approximately $910,000 attributable to its direct and indirect investments in EWGs and FUCOs. Rule 53(c): Inasmuch as Rule 53(c) applies only if an applicant is unable to satisfy the requirements of Rule 53(a) and (b), it is inapplicable here. Item 2. Fees, Commissions and Expenses. The fees, commissions and expenses to be incurred, directly or indirectly, by Cinergy or any associate company thereof in connection with the transactions proposed in this post-effective amendment, exclusive of underwriting discounts and commissions, are estimated as follows: U-1 filing fee. . . . . . . . . . . 2,000 Fees of Cinergy Services, Inc. . . . . $20,000 TOTAL. . . . . . . . . . . . . . . . . $22,000 Item 3. Applicable Statutory Provisions. Sections 6(a) and 7 and Rule 53 are applicable to the transactions proposed in this post-effective amendment. Item 4. Regulatory Approval. No state or federal regulatory agency other than the Commission under the Act has jurisdiction over the transactions proposed in this post-effective amendment. Item 5. Procedure. Cinergy requests that the Commission issue and publish in the Federal Register not later than November 15,1995 the requisite notice under Rule 23 with respect to the filing of this post-effective amendment and the transactions proposed herein. Cinergy further requests that such notice specify a date not later than December 11, 1995 as the date after which the Commission may issue an order permitting this post-effective amendment to become effective, and that the Commission issue such order on December 12, 1995 or as soon thereafter as practicable. Cinergy waives a recommended decision by a hearing officer or other responsible officer of the Commission; consents that the Staff of the Division of Investment Management may assist in the preparation of the Commission's order; and requests 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-1 Certificate of Incorporation of Cinergy (Exhibit to Cinergy's 1993 Form 10-K filed August 18, 1994, in File No. 1-11377 and hereby incorporated by reference). A-2 By-laws of Cinergy as adopted October 24, 1994 Exhibit to Cinergy's 1994 Form 10-K, filed March 29, 1995, in File No. 1-11377 and hereby incorporated by reference). B-1 Specimen certificate of Cinergy common stock (previously filed as Exhibit 3 to 1994 U-1). B-2 Form of underwriting agreement relating to the Shares (Exhibit 1 to Amendment No. 1 to Cinergy's Registration Statement on Form S-3 filed November 7, 1994 in File No. 33-55713 and hereby incorporated by reference). C-1 Form S-3 Registration Statement of Cinergy relating to the Shares (filed September 30, 1994 in File No. 33-55713 and hereby incorporated by reference). C-2 Amendment No. 1 to Form S-3 Registration Statement of Cinergy relating to the Shares (filed November 7, 1994 in File No. 33-55713 and hereby incorporated by reference). D Not applicable. E Not applicable. F-1 Preliminary opinion of counsel relating to the Remaining Shares (filed herewith). G Suggested form of Federal Register public notice for transactions proposed in this post-effective amendment (filed herewith). (b) Financial Statements: FS-1 Cinergy Consolidated Financial Statements, dated June 30, 1995 (filed herewith). FS-2 Cinergy Financial Statements, dated June 30, 1995 (filed herewith). FS-3 Financial Data Schedules (included herewith as part of electronic submission only). Item 7. Information as to Environmental Effects. (a) The Commission's action in this matter will not constitute 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 Act, the undersigned company has duly caused this document to be signed on its behalf by the undersigned thereunto duly authorized. Dated: October 16, 1995 Cinergy Corp. By: /s/ William L. Sheafer Treasurer EX-99.F 2 EXHIBIT F-1 EXHIBIT F-1 October 16, 1995 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Dear Sirs: I am Senior Counsel of Cinergy Services, Inc., the service company subsidiary of Cinergy Corp. ("Cinergy"), and am furnishing this opinion as an exhibit to Post-Effective Amendment No. 1 (the "Post-Effective Amendment") to Cinergy's Form U-1 Declaration as amended in File No. 70-8477 (the Declaration as heretofore amended, the "1994 U-1"). By order dated November 18, 1994 in File No. 70-8477, Rel. No. 35-26159 (the "November 1994 Order"), the Commission authorized Cinergy, among other things, to issue and sell up to eight million shares of its common stock, $.01 par value per share (the "Shares"), from time to time through December 31, 1995. As of October 1, 1995, pursuant to the November 1994 Order, Cinergy had issued 7,132,615 of the Shares, leaving a balance of 867,385 of the Shares remaining to be issued (the "Remaining Shares"). In the Post-Effective Amendment, Cinergy requests authorization to issue and sell the Remaining Shares from time to time through December 31, 1997, and to apply the net proceeds to general corporate purposes, including acquisitions of interests in EWGs and FUCOs. Cinergy also requests authority in the Post-Effective Amendment to award any or all of the Remaining Shares, in one or more transactions through December 31, 1997, to Cinergy system employees in recognition of such employees' contributions to Cinergy's business success. In connection with this opinion, I have reviewed or caused to be reviewed the Post-Effective Amendment, the Declaration and such other documents and records as I deemed necessary or appropriate in order to give this opinion. The transactions proposed in the Post-Effective Amendment are subject to (1) receipt of an appropriate order or orders of the Commission under the Public Utility Holding Company Act of 1935, and (2) due issuance of the Remaining Shares and, as to those Remaining Shares to be issued and sold, receipt of full payment therefor. Subject to the foregoing, I am of the opinion that in the event the proposed transactions are consummated in accordance with the Post-Effective Amendment (including any further amendment to the 1994 U-1): (a) All state laws applicable to the transactions proposed in the Post-Effective Amendment will have been complied with. (b) Cinergy is validly organized and duly existing under the laws of the State of Delaware. (c) The Remaining Shares will be validly issued, [fully paid] and nonassessable, and the holders thereof will be entitled to the rights and privileges appertaining thereto set forth in Cinergy's Certificate of Incorporation. (d) The consummation of the transactions proposed in the Post-Effective Amendment will not violate the legal rights of the holders of any securities issued by Cinergy or any associate company thereof. I am a member of the Ohio Bar and do not hold myself out as an expert on the laws of any other state. As to matters involving the laws of the State of Delaware, I have made or caused to be made a study of such laws to the extent relevant to this opinion. This opinion does not address the potential applicability to the proposed transactions of any state securities or Blue Sky laws. I hereby consent to the filing of this opinion as an exhibit to the Post-Effective Amendment. Very truly yours, /s/ Jerome A. Vennemann Senior Counsel EX-99.G 3 EXHIBIT G EXHIBIT G PROPOSED FORM OF NOTICE SECURITIES AND EXCHANGE COMMISSION (Release No. 35-________) Filings Under the Public Utility Holding Company Act of 1935 ("Act") November __, 1995 Notice is hereby given that the following filing(s) has/have been made with the Commission pursuant to provisions of the Act and rules promulgated thereunder. All interested persons are referred to the application(s) and/or declaration(s) for complete statements of the proposed transaction(s) summarized below. The application(s) and/or declaration(s) and any amendment(s) thereto is/are available for public inspection through the Commission's Office of Public Reference. Interested persons wishing to comment or request a hearing on the application(s) and/or declaration(s) should submit their views in writing by December 11, 1995, to the Secretary, Securities and Exchange Commission, Washington, D.C. 20549, and serve a copy on the relevant applicant and/or declarant at the address specified below. Proof of service (by affidavit or, in case of an attorney at law, by certificate) should be filed with the request. Any request for hearing shall identify specifically the issues of fact or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issued in the matter. After said date, the application(s) and/or declaration(s), as filed or amended, may be granted and/or permitted to become effective. Cinergy Corp. 70-8477 Notice of Proposal to Extend Authorization and to Issue Additional Shares of Common Stock Pursuant to Sections 6(a) and 7 of the Act and Rule 53 thereunder, Cinergy Corp., a registered holding company ("Cinergy"), has filed a post-effective amendment to its Declaration as amended in File No. 70-8447. By order dated November 18, 1994 (Rel. No. 35-26159) ("1994 Order"), Cinergy was authorized to issue and sell up to eight million shares of its common stock, $.01 par value per share (the "Shares"), from time to time through December 31, 1995, and to contribute up to $160 million of the net proceeds to the equity capital of its Indiana utility subsidiary, PSI Energy, Inc., the balance of such proceeds to be used for Cinergy's general corporate purposes, including investments in exempt wholesale generators and foreign utility companies pursuant to separate Commission authorization. As of October 1, 1995, Cinergy had issued 7,132,615 of the Shares, leaving a total of 867,385 remaining to be issued pursuant to the 1994 Order ("Remaining Shares"). Cinergy now proposes to issue and/or sell the Remaining Shares from time to time through December 31, 1997. Among other things, Cinergy proposes to use the net proceeds from sales of the Remaining Shares to finance acquisitions of interests in EWGs and FUCOs pursuant to the Commission's September 21, 1995 order in File No. 70-8589 (Rel. No. 35-26376). Cinergy also proposes to issue (but not sell) some or all of the Remaining Shares, from time to time through December 31, 1997, to Cinergy system employees in recognition and consideration of such employees' contributions to Cinergy's business success. For the Commission, by the Division of Investment Management pursuant to delegated authority. EX-99.FS.1 4 FINANCIAL STATEMENTS SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM U-1 CINERGY CORP. CONSOLIDATED AS OF JUNE 30, 1995 (Unaudited) Pages 1 through 6
CINERGY CORP. PRO FORMA CONSOLIDATED STATEMENT OF INCOME TWELVE MONTHS ENDED JUNE 30, 1995 Pro Forma Actual Adjustments Pro Forma (in thousands, except per share amounts) OPERATING REVENUES Electric $2,478,494 $2,478,494 Gas 383,868 383,868 2,862,362 - 2,862,362 OPERATING EXPENSES Fuel used in electric production 723,749 723,749 Gas purchased 192,327 192,327 Purchased and exchanged power 31,155 31,155 Other operation 567,004 567,004 Maintenance 193,764 193,764 Depreciation 291,043 291,043 Amortization of phase-in deferrals 2,273 2,273 Post-in-service deferred operating expenses -- net (5,090) (5,090) Taxes Federal and state income 158,951 158,951 State, local and other 247,216 247,216 2,402,392 - 2,402,392 OPERATING INCOME 459,970 - 459,970 OTHER INCOME AND EXPENSES - NET Allowance for equity funds used during construction 3,755 3,755 Post-in-service carrying costs 8,055 8,055 Phase-in deferred return 8,161 8,161 Income taxes 9,654 9,654 Other - net (21,609) (21,609) 8,016 - 8,016 INCOME BEFORE INTEREST AND OTHER CHARGES 467,986 - 467,986 INTEREST AND OTHER CHARGES Interest on long-term debt 215,748 215,748 Other interest 23,639 23,639 Allowance for borrowed funds used during construction (10,542) (10,542) Preferred dividend requirements of subsidiaries 34,630 34,630 263,475 - 263,475 NET INCOME $204,511 - $204,511 AVERAGE COMMON SHARES OUTSTANDING 152,331 867 153,198 EARNINGS PER COMMON SHARE $1.33 $1.33 DIVIDENDS DECLARED PER COMMON SHARE $1.60
CINERGY CORP. PRO FORMA CONSOLIDATED BALANCE SHEET AT JUNE 30, 1995 ASSETS Pro Forma Actual Adjustments Pro Forma (in thousands) UTILITY PLANT - ORIGINAL COST In service Electric $8,393,518 $8,393,518 Gas 664,536 664,536 Common 184,750 184,750 9,242,804 - 9,242,804 Accumulated depreciation 3,262,715 3,262,715 5,980,089 - 5,980,089 Construction work in progress 241,987 241,987 Total utility plant 6,222,076 - 6,222,076 CURRENT ASSETS Cash and temporary cash investments 25,206 22,769 47,975 Restricted deposits 4,646 4,646 Accounts receivable less accumulated provision of $10,212,000 251,888 251,888 Materials, supplies and fuel - at average cost Fuel for use in electric production 160,363 160,363 Gas stored for current use 21,187 21,187 Other materials and supplies 93,722 93,722 Property taxes applicable to subsequent year 134,729 134,729 Prepayments and other 46,947 46,947 738,688 22,769 761,457 OTHER ASSETS Regulatory Assets Post-in-service carrying costs and deferred operating expenses 188,061 188,061 Phase-in deferred return and depreciation 105,211 105,211 Deferred demand-side management costs 114,768 114,768 Amounts due from customers - income taxes 393,859 393,859 Deferred merger costs 50,067 50,067 Unamortized costs of reacquiring debt 71,778 71,778 Other 81,665 81,665 Other 141,581 141,581 1,146,990 - 1,146,990 $8,107,754 $22,769 $8,130,523
CINERGY CORP. PRO FORMA CONSOLIDATED BALANCE SHEET AT JUNE 30, 1995 CAPITALIZATION AND LIABILITIES Pro Forma Actual Adjustments Pro Forma (dollars in thousands) COMMON STOCK EQUITY Common stock - $.01 par value; Authorized shares - 600,000,000 Outstanding shares - 156,567,331 Actual and 179,441,740 Pro Forma $1,566 $9 $1,575 Paid-in capital 1,570,873 22,760 1,593,633 Retained earnings 900,094 900,094 Total common stock equity 2,472,533 22,769 2,495,302 CUMULATIVE PREFERRED STOCK OF SUBSIDIARIES Not subject to mandatory redemption 227,915 227,915 Subject to mandatory redemption 160,000 160,000 LONG-TERM DEBT 2,652,382 2,652,382 Total capitalization 5,512,830 22,769 5,535,599 CURRENT LIABILITIES Long-term debt and preferred stock of subsidiaries due within one year 150,400 150,400 Notes payable 244,000 244,000 Accounts payable 184,400 184,400 Refund due to customers 15,796 15,796 Litigation settlement 80,000 80,000 Accrued taxes 261,787 261,787 Accrued interest 56,740 56,740 Other 39,544 39,544 1,032,667 - 1,032,667 OTHER LIABILITIES Deferred income taxes 1,074,724 1,074,724 Unamortized investment tax credits 190,804 190,804 Accrued pension and other postretirement benefit costs 153,753 153,753 Other 142,976 142,976 1,562,257 - 1,562,257 $8,107,754 $22,769 $8,130,523
CINERGY CORP. PRO FORMA CONSOLIDATED STATEMENT OF CHANGES IN RETAINED EARNINGS TWELVE MONTHS ENDED JUNE 30, 1995 Pro Forma Actual Adjustments Pro Forma (in thousands) BALANCE JULY 31, 1994 $943,659 $943,659 Net income 204,511 204,511 Dividends on common stock (243,797) (243,797) Other (4,279) (4,279) BALANCE JUNE 30, 1995 $900,094 - $900,094
CINERGY CORP. Pro Forma Consolidated Journal Entries to Give Effect to the Issuance of 867,385 Shares of Common Stock, $.01 par value per share Entry No. 1 Cash and temporary cash investments $22,768,856 Common stock $8,674 Paid-in capital 22,760,182 To record the issuance of 867,385 shares of common stock at the June 30, 1995, close price of $26-1/4 per share.
EX-99.FS.2 5 FINANCIAL STATEMENTS SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM U-1 CINERGY CORP. AS OF JUNE 30, 1995 (Unaudited) Pages 1 through 5
CINERGY CORP. PRO FORMA STATEMENT OF INCOME TWELVE MONTHS ENDED JUNE 30, 1995 Pro Forma Actual Adjustments Pro Forma (in thousands, except per share amounts) OPERATING EXPENSES Other operation $921 $921 Taxes Federal and state income (145) (145) State, local and other 42 42 818 - 818 OPERATING INCOME (818) - (818) OTHER INCOME AND EXPENSES - NET Equity in earnings of subsidiaries 207,951 207,951 Income taxes 1,914 1,914 Other - net (1,789) (1,789) 208,076 - 208,076 INCOME BEFORE INTEREST AND OTHER CHARGES 207,258 - 207,258 INTEREST 2,747 2,747 NET INCOME $204,511 - $204,511 AVERAGE COMMON SHARES OUTSTANDING 152,331 867 153,198 EARNINGS PER COMMON SHARE $1.33 $1.33 DIVIDENDS DECLARED PER COMMON SHARE $1.60
CINERGY CORP. PRO FORMA BALANCE SHEET AT JUNE 30, 1995 ASSETS Pro Forma Actual Adjustments Pro Forma (dollars in thousands) CURRENT ASSETS Cash and temporary cash investments $10,834 $22,769 $33,603 Accounts receivable 9,926 9,926 20,760 22,769 43,529 OTHER ASSETS Investment in subsidiaries 2,475,328 2,475,328 Other 146 146 2,475,474 - 2,475,474 $2,496,234 $22,769 $2,519,003 CAPITALIZATION AND LIABILITIES COMMON STOCK EQUITY Common stock - $.01 par value; Authorized shares - 600,000,000 Outstanding shares - 156,567,331 Actual and 179,441,740 Pro Forma $1,566 $9 $1,575 Paid-in capital 1,570,873 22,760 1,593,633 Retained earnings 900,094 900,094 Total common stock equity 2,472,533 22,769 2,495,302 Total capitalization 2,472,533 22,769 2,495,302 CURRENT LIABILITIES Notes payable 21,000 21,000 Accounts payable 3,070 3,070 Accrued taxes (268) (268) Accrued interest 156 156 23,958 - 23,958 OTHER LIABILITIES Deferred income taxes (258) (258) Other 1 1 (257) - (257) $2,496,234 $22,769 $2,519,003
CINERGY CORP. PRO FORMA STATEMENT OF CHANGES IN RETAINED EARNINGS TWELVE MONTHS ENDED JUNE 30, 1995 Pro Forma Actual Adjustments Pro Forma (in thousands) BALANCE JULY 31, 1994 $943,659 $943,659 Net income 204,511 204,511 Dividends on common stock (243,797) (243,797) Other (4,279) (4,279) BALANCE JUNE 30, 1995 $900,094 - $900,094
CINERGY CORP. Pro Forma Journal Entries to Give Effect to the Issuance of 867,385 Shares of Common Stock, $.01 par value per share Entry No. 1 Cash and temporary cash investments $22,768,856 Common stock $8,674 Paid-in capital 22,760,182 To record the issuance of 867,385 shares of common stock at the June 30, 1995, close price of $26-1/4 per share.
EX-27.0 6 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEETS AND STATEMENTS OF INCOME AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS 0000899652 CINERGY CORP. 0 CINERGY CORP. (CONSOLIDATED) 1,000 12-MOS 12-MOS DEC-31-1994 DEC-31-1994 JUN-30-1994 JUN-30-1994 JUN-30-1995 JUN-30-1995 PER-BOOK PRO-FORMA 6,222,076 6,222,076 0 0 738,688 761,457 1,005,409 1,005,409 141,581 141,581 8,107,754 8,130,523 1,566 1,575 1,570,873 1,593,633 900,094 900,094 2,472,533 2,495,302 160,000 160,000 227,915 227,915 2,652,382 2,652,382 244,000 244,000 0 0 0 0 60,400 60,400 90,000 90,000 0 0 0 0 2,200,524 2,200,524 8,107,754 8,130,523 2,862,362 2,862,362 158,951 158,951 2,243,441 2,243,441 2,402,392 2,402,392 459,970 459,970 8,016 8,016 467,986 467,986 228,845 228,845 239,141 239,141 34,630 34,630 204,511 204,511 243,797 243,797 215,748 215,748 0 0 1.33 1.33 1.33 1.33 EX-27.1 7 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEETS AND STATEMENTS OF INCOME AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS 0000899652 CINERGY CORP. 1 CINERGY CORP. 1,000 12-MOS 12-MOS DEC-31-1994 DEC-31-1994 JUN-30-1994 JUN-30-1994 JUN-30-1995 JUN-30-1995 PER-BOOK PRO-FORMA 0 0 2,475,328 2,475,328 20,760 43,529 0 0 146 146 2,496,234 2,519,003 1,566 1,575 1,570,873 1,593,633 900,094 900,094 2,472,533 2,495,302 0 0 0 0 0 0 21,000 21,000 0 0 0 0 0 0 0 0 0 0 0 0 2,701 2,701 2,496,234 2,519,003 0 0 (145) (145) 963 963 818 818 (818) (818) 208,076 208,076 207,258 207,258 2,747 2,747 204,511 204,511 0 0 204,511 204,511 243,797 243,797 0 0 0 0 1.33 1.33 1.33 1.33 -----END PRIVACY-ENHANCED MESSAGE-----