-----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, SRX8DLIAqpJbXuCRPSShymhS7CQkr7ZpfR3fFc2criNkMzKiAFqSt1icg97SJ4NV cD77nHNzupxg55WiNo7jpw== 0000899652-96-000004.txt : 19960117 0000899652-96-000004.hdr.sgml : 19960117 ACCESSION NUMBER: 0000899652-96-000004 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 19960116 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: 96503878 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 January 16, 1996 File No. 70-8589 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________________________________ POST-EFFECTIVE AMENDMENT NO. 1 (AMENDMENT NO. 4) TO FORM U-1 APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ____________________________________________ Cinergy Corp. Cinergy Services, Inc. 139 East Fourth Street Cincinnati, Ohio 45202 Cinergy Investments, Inc. 251 North Illinois Street, Suite 1410 Indianapolis, Indiana 46204 (Name of companies filing this statement and addresses of principal executive offices) Cinergy Corp. (Name of top registered holding company) William L. Sheafer Treasurer Cinergy Corp. (address above) (Name and address of agent for service) The Commission is requested to send copies of all notices, orders and communications in connection with this Post-Effective Amendment to: Cheryl M. Foley Vice President, General Counsel and Corporate Secretary Cinergy Corp. (address above) Item 1. Description of Proposed Transactions A. Background By order dated September 21, 1995 (Rel. No. 35-26376) (the 1995 Order"), the Commission, among other things, authorized Cinergy Corp., a registered holding company under the Public Utility Holding Company Act of 1935 (the "Act"), and Cinergy's wholly-owned nonutility holding company subsidiary, Cinergy Investments, Inc. ("Investments"), from time to time through May 31, 1998, (1) to acquire the securities of one or more companies ("Special Purpose Subsidiaries") formed to engage exclusively in the business of acquiring and holding (directly or indirectly) the securities of, and/or providing services to, exempt wholesale generators ("EWGs") and foreign utility companies ("FUCOs") as defined in the Act, and (2) to make direct and indirect investments in Special Purpose Subsidiaries (by means of equity and debt investments and guarantees and other forms of credit support in respect of debt securities of Special Purpose Subsidiaries) in an aggregate amount at any time outstanding not to exceed $115 million (the "Investment Limitation"), provided, however, that any direct or indirect investment by Cinergy in any Special Purpose Subsidiary would be made only if, on a pro forma basis, Cinergy's "aggregate investment" in all EWGs, FUCOs and Special Purpose Subsidiaries would not exceed 50% of Cinergy's "Consolidated retained earnings," in each case as determined pursuant to Rule 53(a). B. Proposed Modifications to 1995 Order Applicants now request a supplemental order of the Commission modifying the 1995 Order solely in the following two respects: (1) to extend the authorization period and (2) to increase the Investment Limitation. Authorization Period: Applicants propose that the authorization period be extended to the earlier of (x) December 31, 1999, and (y) the effective date of any rule of general applicability adopted by the Commission that would exempt the proposed transactions from the applicable provisions of the Act. Investment Limitation: Cinergy requests authority to make direct or indirect investments in Special Purpose Subsidiaries in an aggregate amount which, when added to Cinergy's aggregate investment in all EWGs, FUCOs and Special Purpose Subsidiaries, does not exceed, at any point in time, 50% of Cinergy's consolidated retained earnings (the Rule 53 Investment Limitation ). Cinergy's aggregate investment and retained earnings shall be determined in accordance with Rule 53(a). As set forth in more detail below (see Item 1.C), the current Rule 53 Investment Limitation, which is based on Cinergy's consolidated retained earnings and aggregate investment in EWGs, FUCOs and Special Purpose Subsidiaries at September 30, 1995, is approximately $434 million. In any case in which an investment by Cinergy or Cinergy Investments in a Special Purpose Subsidiary takes the form of a guarantee by either such company of a security of a Special Purpose Subsidiary that is denominated in a currency other than U.S. dollars, the amount of such guarantee, for purposes of determining Cinergy's aggregate investment, would be determined by converting the stated or face amount of the underlying security into U.S. dollars at currency exchange rates in effect at the time such guarantee is issued. C. Rule 53 Statement Under Rule 53, in determining whether to approve the issue or 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 certain adverse findings under Sections 7 and 12 if the conditions specified in paragraphs (a)(1) through (a)(4) of the Rule are met, provided that none of the conditions specified in paragraphs (b)(1) through (b)(3) thereof exists. After giving effect to the modifications to the 1995 Order proposed herein, all of the conditions set forth in Rule 53(a) are and will be satisfied and none of the conditions set forth 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.) Rule 53(a)(1): At September 30, 1995, Cinergy had invested, directly or indirectly, an aggregate of approximately $20 million in EWGs and FUCOs (inclusive of indirect investments through Special Purpose Subsidiaries), located principally in Argentina. The average of the consolidated retained earnings of Cinergy reported on Form 10-K or Form 10-Q, as applicable, for the four consecutive quarters ended September 30, 1995 is $908 million. Accordingly, based on Cinergy's consolidated retained earnings at September 30, 1995, the current Rule 53 Investment Limitation is approximately $434 million (i.e., 50% of consolidated retained earnings - $454 million - minus aggregate investment at September 30, 1995 - $20 million). 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): No more than 2% of the employees of Cinergy's operating utility subsidiaries will, at any one time, directly or indirectly, render services to EWGs and FUCOs. Based on current staffing levels of Cinergy's domestic operating utility subsidiaries (such companies currently employ, in the aggregate, approximately 6,100 salaried and hourly employees), no more than 122 of the employees of these companies, in the aggregate, on a full-time equivalent basis, will be utilized at any one time in rendering services, directly or indirectly, to EWGs and FUCOs. Employees of PSI Energy, Inc., an Indiana utility subsidiary of Cinergy, have rendered services to certain EWGs and FUCOs in Argentina pursuant to the Commission's order in PSI Resources, Inc., et al., Rel. No. 35-25674, 52 SEC Docket 2533, 2534-35 (Nov. 13, 1992). Rule 53(a)(4): Cinergy will simultaneously submit a copy of this Post-Effective Amendment and of any Rule 24 certificate hereunder, as well as a copy of Cinergy's Form U5S and Exhibits H and I thereto, to each public utility commission having jurisdiction over the retail rates of any Cinergy utility subsidiary. Rule 53(b): The provisions of Rule 53(a) are not made inapplicable to the authorization 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): Cinergy's average consolidated retained earnings for the four quarters ended September 30, 1995 are $908 million, versus $937 million for the four quarters ended September 30, 1994, a difference of approximately $29 million (representing a decrease of 3%). Rule 53(b)(3): For the twelve months ended September 30, 1995, Cinergy did not report operating losses attributable to its direct and indirect investments in EWGs and FUCOs aggregating in excess of 5% of consolidated retained earnings. Item 2. Fees, Commissions and Expenses The fees, commissions and expenses to be incurred, directly or indirectly, by the Applicants or any associate companies thereof in connection with this Post-Effective Amendment are estimated not to exceed $5,000, comprised principally of fees and expenses of Cinergy Services. Item 3. Applicable Statutory Provisions (See text under this heading set forth in the Application-Declaration as amended through Amendment No. 3.) Item 4. Regulatory Approval The transactions proposed in this Post-Effective Amendment are not subject to the jurisdiction of any state commission or of any federal commission other than this Commission. Item 5. Procedure Applicants request that the Commission issue and publish in the Federal Register not later than January 26, 1996 the requisite notice under Rule 23 with respect to the filing of this Post-Effective Amendment and the transactions proposed herein. Applicants further request that the notice specify a date not later than February 20, 1996 as the date after which the Commission may issue an order granting this Post-Effective Amendment, and that the Commission issue such order on February 21, 1996. Applicants waive a recommended decision by a hearing officer or other responsible officer of the Commission; consent that the Staff of the Division of Investment Management may assist in the preparation of the Commission's order; 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 (supplemental list): F-1 Preliminary opinion of counsel G Suggested form of Federal Register public notice (b) Financial Statements (updated): FS-1 Cinergy Consolidated Financial Statements, dated September 30, 1995 FS-2 Cinergy Financial Statements, dated September 30, 1995 FS-3 Investments Consolidated Financial Statements, dated September 30, 1995 FS-4 Cinergy Services Financial Statements, dated September 30, 1995 FS-5 Cinergy Consolidated Financial Data Schedule (included as part of electronic submission only) FS-6 Cinergy Financial Data Schedule (included as part of electronic submission only) FS-7 Investments Financial Data Schedule (included as part of electronic submission only) FS-8 Cinergy Services Financial Data Schedule (included 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 companies have duly caused this statement to be signed on their behalf by the undersigned thereunto duly authorized. Dated: January 16, 1996 CINERGY CORP. By: /s/ William L. Sheafer Treasurer CINERGY INVESTMENTS, INC. By: /s/ William L. Sheafer Treasurer CINERGY SERVICES, INC. By: /s/ William L. Sheafer Treasurer EX-99.F-1 2 EXHIBIT F-1 EXHIBIT F-1 January 16, 1996 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Cinergy Corp. et al. Application-Declaration in File No. 70-8589 Post-Effective Amendment No.1 Dear Sirs: I am Senior Counsel to Cinergy Services, Inc. ( Cinergy Services ), the service company subsidiary of Cinergy Corp. ( Cinergy ). I am furnishing this opinion as an exhibit to the Application-Declaration on Form U-1 in File No. 70-8589 (the U-1 ) of Cinergy, Cinergy Investments, Inc. ( Investments ) and Cinergy Services, as previously amended and as to be further amended by Post-Effective Amendment No.1 of even date herewith (the Post-Effective Amendment ). The transactions proposed in the U-1 as so amended include (i) the acquisition by Cinergy and Investments of the securities of one or more new subsidiaries (each, a Special Purpose Subsidiary ) organized exclusively for the purpose of acquiring and holding the securities of, and providing services to, one or more foreign utility companies and exempt wholesale generators, as defined under the Public Utility Holding Company Act of 1935, as amended, and (ii) the issuance by the Special Purpose Subsidiaries of certain securities to Cinergy and Investments and to third parties, in each case in accordance with the terms and conditions of the Commission's order dated September 21, 1995 (Rel. No. 35-26376)( 1995 Order ), as proposed to be supplemented pursuant to the Post-Effective Amendment. I am of the opinion that each of Cinergy, Investments and Cinergy Services is, and, upon the incorporation thereof, each Special Purpose Subsidiary will be, a validly organized and duly existing corporation under the laws of the state or foreign jurisdiction in which each such company is organized, and that, upon the issuance of the Commission's supplemental order herein, and in the event that the proposed transactions are consummated in accordance with the U-1 as amended and with the 1995 Order and such supplemental order: (a) all state laws and laws of foreign jurisdictions applicable to the proposed transactions will have been complied with; (b) when certificates for the capital shares (or the equivalent thereof under foreign law) of any Special Purpose Subsidiary have been executed by such Special Purpose Subsidiary, countersigned and registered by the transfer agent and registrar, and delivered for a consideration in cash equal to or greater than the par value (if any) of such capital shares in accordance with resolutions duly adopted by the board of directors of such Special Purpose Subsidiary, such capital shares will be validly issued, fully paid and nonassessable shares of such Special Purpose Subsidiary, and the holders thereof will be entitled to the rights and privileges appertaining thereto set forth in the organizational instruments defining such rights and privileges; (c) Any such capital shares issued to Cinergy or Investments will be legally acquired by Cinergy or Investments, as the case may be; (d) any promissory notes issued by any Special Purpose Subsidiary will be valid and binding obligations of such Special Purpose Subsidiary in accordance with the terms thereof, and any guarantee issued by Cinergy or Investments will be a valid and binding obligation of Cinergy or Investments, as applicable; and (e) the consummation of the transactions described above and of the other transactions described in the U-1 as amended 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 bar of the State of Ohio and do not purport to express any opinion as to the laws of any jurisdiction other than those of the State of Ohio. I hereby consent to the use 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 ) January 26, 1996 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-Declaration(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 February 20, 1996 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., et al. 70-8589 Notice of Proposal to Extend Authorization Period and Increase Investment Authority with respect to Investments in Exempt Wholesale Generators and Foreign Utility Companies Cinergy Corp., a registered holding company ( Cinergy ), Cinergy Services, Inc., Cinergy's wholly-owned service company subsidiary, both 139 East Fourth Street, Cincinnati, Ohio 45202, and Cinergy Investments, Inc., Cinergy's wholly-owned nonutility holding company subsidiary ( Investments ), 251 North Illinois Street, Suite 1410, Indianapolis, Indiana 46204, have filed a post-effective amendment to their application-declaration filed under Sections 6(a), 7, 9(a), 10, 12(b), 13(b), 32 and 33 of the Act and Rules 43, 45, 53 and 83 thereunder. By order dated September 21, 1995 (Rel. No. 35-26376) ( 1995 Order ), the Commission, among other things, authorized Cinergy and Investments from time to time through May 31, 1998 (1) to acquire the securities of one or more companies ( Special Purpose Subsidiaries ) formed to engage exclusively in the business of acquiring and holding the securities of, and/or providing services to, exempt wholesale generators ( EWGs ) and foreign utility companies ( FUCOs ) as defined in the Act, and (2) to make direct and indirect investments in Special Purpose Subsidiaries (by means of equity and debt investments and guarantees and other forms of credit support in respect of debt securities of Special Purpose Subsidiaries) in an aggregate amount at any time outstanding not to exceed $115 million ( Investment Limitation ), provided, however, that any direct or indirect investment by Cinergy in any Special Purpose Subsidiary would be made only if, on a pro forma basis, Cinergy's aggregate investment in all EWGs, FUCOs and Special Purpose Subsidiaries would not exceed 50% of Cinergy's consolidated retained earnings, in each case as defined in Rule 53(a) Applicants now request a supplemental order of the Commission modifying the 1995 Order to extend the authorization period and increase the aggregate investment authority with respect to EWGs, FUCOs and Special Purpose Subsidiaries. Authorization Period: Applicants propose that the authorization period be extended to the earlier of (x) December 31, 1999, and (y) the effective date of any rule of general applicability adopted by the Commission that would exempt the proposed transactions from the applicable provisions of the Act. Aggregate Investment Authority: Cinergy requests authority to make direct or indirect investments in Special Purpose Subsidiaries in an aggregate amount which, when added to Cinergy's aggregate investment in all EWGs, FUCOs and Special Purpose Subsidiaries, does not exceed, at any point in time, 50% of Cinergy's consolidated retained earnings, in each case as determined pursuant to Rule(a) ( Rule 53 Investment Limitation ). The current Rule 53 Investment Limitation, based on Cinergy's consolidated retained earnings and aggregate investment in EWGs, FUCOs and Special Purpose Subsidiaries at September 30, 1995, is approximately $434 million. 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 SEPTEMBER 30, 1995 (Unaudited) Pages 1 through 6
CINERGY CORP. PRO FORMA CONSOLIDATED STATEMENT OF INCOME TWELVE MONTHS ENDED SEPTEMBER 30, 1995 Pro Forma Actual Adjustments Pro Forma (in thousands, except per share amounts) OPERATING REVENUES Electric $2,561,182 - $2,561,182 Gas 376,978 - 376,978 2,938,160 - 2,938,160 OPERATING EXPENSES Fuel used in electric production 718,907 - 718,907 Gas purchased 189,469 - 189,469 Purchased and exchanged power 39,346 - 39,346 Other operation 565,032 - 565,032 Maintenance 184,931 - 184,931 Depreciation 286,304 - 286,304 Amortization of phase-in deferrals 5,682 - 5,682 Post-in-service deferred operating expenses -- net (3,500) - (3,500) Taxes Income 190,207 (12,152) 178,055 Taxes other than income taxes 251,632 - 251,632 2,428,010 (12,152) 2,415,858 OPERATING INCOME 510,150 12,152 522,302 OTHER INCOME AND EXPENSES - NET Allowance for equity funds used during construction 153 - 153 Post-in-service carrying costs 6,205 - 6,205 Phase-in deferred return 8,349 - 8,349 Income taxes 9,408 - 9,408 Other - net (16,191) - (16,191) 7,924 - 7,924 INCOME BEFORE INTEREST AND OTHER CHARGES 518,074 12,152 530,226 INTEREST AND OTHER CHARGES Interest on long-term debt 215,645 - 215,645 Other interest 22,989 34,720 57,709 Allowance for borrowed funds used during construction (9,191) - (9,191) Preferred dividend requirements of subsidiaries 32,742 - 32,742 262,185 34,720 296,905 NET INCOME $255,889 ($22,568) $233,321 AVERAGE COMMON SHARES OUTSTANDING 154,797 154,797 EARNINGS PER COMMON SHARE $1.62 $1.50 DIVIDENDS DECLARED PER COMMON SHARE $1.65
CINERGY CORP. PRO FORMA CONSOLIDATED BALANCE SHEET AT SEPTEMBER 30, 1995 ASSETS Pro Forma Actual Adjustments Pro Forma (in thousands) UTILITY PLANT - ORIGINAL COST In service Electric $8,469,669 - $8,469,669 Gas 672,755 - 672,755 Common 185,886 - 185,886 9,328,310 - 9,328,310 Accumulated depreciation 3,317,021 - 3,317,021 6,011,289 - 6,011,289 Construction work in progress 213,922 - 213,922 Total utility plant 6,225,211 - 6,225,211 CURRENT ASSETS Cash and temporary cash investments 87,443 411,432 498,875 Restricted deposits 86,596 - 86,596 Accounts receivable less accumulated provision of $10,636,000 267,475 - 267,475 Materials, supplies and fuel - at average cost Fuel for use in electric production 133,787 - 133,787 Gas stored for current use 29,484 - 29,484 Other materials and supplies 90,704 - 90,704 Property taxes applicable to subsequent year 136,773 - 136,773 Prepayments and other 30,178 - 30,178 862,440 411,432 1,273,872 OTHER ASSETS Regulatory Assets Post-in-service carrying costs and deferred operating expenses 187,780 - 187,780 Phase-in deferred return and depreciation 101,663 - 101,663 Deferred demand-side management costs 121,483 - 121,483 Amounts due from customers - income taxes 390,602 - 390,602 Deferred merger costs 54,900 - 54,900 Unamortized costs of reacquiring debt 73,766 - 73,766 Other 77,001 - 77,001 Other 149,085 - 149,085 1,156,280 - 1,156,280 $8,243,931 $411,432 $8,655,363
CINERGY CORP. PRO FORMA CONSOLIDATED BALANCE SHEET AT SEPTEMBER 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 - 156,139,786 Actual $1,572 - 1,572 Paid-in capital 1,585,470 - 1,585,470 Retained earnings 941,652 (22,568) 919,084 Total common stock equity 2,528,694 (22,568) 2,506,126 CUMULATIVE PREFERRED STOCK OF SUBSIDIARIES Not subject to mandatory redemption 227,913 - 227,913 Subject to mandatory redemption 160,000 - 160,000 LONG-TERM DEBT 2,694,676 - 2,694,676 Total capitalization 5,611,283 (22,568) 5,588,715 CURRENT LIABILITIES Long-term debt due within one year 134,400 - 134,400 Notes payable 284,000 434,000 718,000 Accounts payable 173,054 - 173,054 Refund due to customers 12,878 - 12,878 Litigation settlement 80,000 - 80,000 Accrued taxes 292,677 - 292,677 Accrued interest 52,091 - 52,091 Other 43,156 - 43,156 1,072,256 434,000 1,506,256 OTHER LIABILITIES Deferred income taxes 1,085,703 - 1,085,703 Unamortized investment tax credits 188,222 - 188,222 Accrued pension and other postretirement benefit costs 161,675 - 161,675 Other 124,792 - 124,792 1,560,392 - 1,560,392 $8,243,931 $411,432 $8,655,363
CINERGY CORP. PRO FORMA CONSOLIDATED STATEMENT OF CHANGES IN RETAINED EARNINGS TWELVE MONTHS ENDED SEPTEMBER 30, 1995 Pro Forma Actual Adjustments Pro Forma (in thousands) BALANCE OCTOBER 1, 1994 $945,679 - $945,679 Net income 255,889 (22,568) 233,321 Dividends on common stock (255,637) - (255,637) Other (4,279) - (4,279) BALANCE SEPTEMBER 30, 1995 $941,652 ($22,568) $919,084
CINERGY CORP. Pro Forma Consolidated Journal Entries to Give Effect to the Issuance of $434 Million of Short-term Debt Entry No. 1 Cash and temporary cash investments $434,000,000 Short-term debt $434,000,000 To record the issuance of $434,000,000 of short-term debt based on 50% of retained earnings. Entry No. 2 Interest on short-term debt $34,720,000 Cash and temporary cash investments $34,720,000 To record interest on $434,000,000 of short-term debt payable at 8%. Entry No. 3 Cash and temporary cash investments $12,152,000 Income taxes $12,152,000 To record the reduction in income taxes due to increased interest on short-term debt ($34,720,000 at an assumed tax rate of 35%).
EX-99.FS.2 5 FINANCIAL STATEMENTS WASHINGTON, D.C. FORM U-1 CINERGY CORP. AS OF SEPTEMBER 30, 1995 (Unaudited) Pages 1 through 6
CINERGY CORP. PRO FORMA STATEMENT OF INCOME TWELVE MONTHS ENDED SEPTEMBER 30, 1995 Pro Forma Actual Adjustments Pro Forma (in thousands, except per share amounts) OPERATING EXPENSES Other operation 869 - 869 Taxes Income taxes 47 - 47 Taxes other than income taxes 54 - 54 970 - 970 OPERATING INCOME (LOSS) (970) - (970) OTHER INCOME AND EXPENSES - NET Equity in earnings of subsidiaries 258,646 (22,568) 236,078 Income taxes 1,667 - 1,667 Other - net (920) 34,720 33,800 259,393 12,152 271,545 INCOME BEFORE INTEREST AND OTHER CHARGES 258,423 12,152 270,575 INTEREST 2,534 34,720 37,254 NET INCOME $255,889 ($22,568) $233,321
CINERGY CORP. PRO FORMA BALANCE SHEET AT SEPTEMBER 30, 1995 ASSETS Pro Forma Actual Adjustments Pro Forma (in thousands) CURRENT ASSETS Cash and temporary cash investments 7,886 (34,720) (26,834) Accounts receivable 167 - 167 Notes receivable from associated companies - 468,720 468,720 8,053 434,000 442,053 OTHER ASSETS Investment in subsidiaries 2,541,641 (22,568) 2,519,073 Other 118 - 118 2,541,759 (22,568) 2,519,191 $2,549,812 $411,432 $2,961,244
CINERGY CORP. PRO FORMA BALANCE SHEET AT SEPTEMBER 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 - 157,139,786 Actual $1,572 - 1,572 Paid-in capital 1,585,470 - 1,585,470 Retained earnings 941,652 (22,568) 919,084 Total common stock equity 2,528,694 (22,568) 2,506,126 LONG-TERM DEBT - Total Capitalization 2,528,694 (22,568) 2,506,126 CURRENT LIABILITIES Notes payable 21,000 434,000 455,000 Accounts payable 530 - 530 Accrued taxes (309) - (309) Accrued interest 154 - 154 21,375 434,000 455,375 OTHER LIABILITIES Deferred income taxes (258) - (258) Other 1 - 1 (257) - (257) $2,549,812 $411,432 $2,961,244
CINERGY CORP. PRO FORMA STATEMENT OF CHANGES IN RETAINED EARNINGS TWELVE MONTHS ENDED SEPTEMBER 30, 1995 Pro Forma Actual Adjustments Pro Forma (in thousands) BALANCE OCTOBER 1, 1994 $945,679 - $945,679 Net income 255,889 (22,568) 233,321 Dividends on common stock (255,637) - (255,637) Other (4,279) - (4,279) BALANCE SEPTEMBER 30, 1995 $941,652 ($22,568) $919,084
CINERGY CORP. Pro Forma Journal Entries to Give Effect to the Issuance of $434 Million of Short-term Debt Entry No. 1 Cash and temporary cash investments $434,000,000 Short-term debt $434,000,000 To record the issuance of $434,000,000 of short-term debt based on 50% of retained earnings. Entry No. 2 Interest on short-term debt $34,720,000 Cash and temporary cash investments $34,720,000 To record interest on $434,000,000 of short-term debt payable at 8%. Entry No. 3 Intercompany notes receivable $434,000,000 Cash and temporary cash investments $434,000,000 To record a $434,000,000 loan to Cinergy Investments. Entry No. 4 Intercompany notes receivable $34,720,000 Interest income $34,720,000 To record interest at 8% per annum on intercompany loan to Cinergy Investments. Entry No. 5 Equity in earnings of subsidiaries $22,568,000 Investment in subsidiaries $22,568,000 To record the equity in subsidiary earnings.
EX-99.FS.3 6 FINANCIAL STATEMENTS SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM U-1 CINERGY INVESTMENTS, INC. CONSOLIDATED AS OF SEPTEMBER 30, 1995 (Unaudited) Pages 1 through 6
CINERGY INVESTMENTS, INC. PRO FORMA CONSOLIDATED STATEMENT OF INCOME TWELVE MONTHS ENDED SEPTEMBER 30, 1995 Pro Forma Actual Adjustments Pro Forma (in thousands) OPERATING REVENUES $11,257 - $11,257 OPERATING EXPENSES Other operation 13,077 - 13,077 Taxes Income taxes (365) - (365) Taxes other than income taxes 301 - 301 13,013 - 13,013 OPERATING INCOME (LOSS) (1,756) - (1,756) OTHER INCOME AND EXPENSES - NET Income taxes 4,064 12,152 16,216 Other - net (9,497) - (9,497) (5,433) 12,152 6,719 INCOME(LOSS) BEFORE INTEREST AND OTHER CHARGES (7,189) 12,152 4,963 INTEREST 1,227 34,720 35,947 NET INCOME (LOSS) (8,416) (22,568) (30,984)
CINERGY INVESTMENTS, INC. PRO FORMA CONSOLIDATED BALANCE SHEET AT SEPTEMBER 30, 1995 ASSETS Pro Forma Actual Adjustments Pro Forma (in thousands) CURRENT ASSETS Cash and temporary cash investments 9,405 446,152 455,557 Restricted deposits 5 - 5 Accounts receivable less accumulated provision of $151,798 4,736 - 4,736 Other materials and supplies 5,245 - 5,245 Prepayments and other 363 - 363 19,754 446,152 465,906 OTHER ASSETS 8,652 - 8,652 8,652 - 8,652 $28,406 $446,152 $474,558
CINERGY INVESTMENTS, INC. PRO FORMA CONSOLIDATED BALANCE SHEET AT SEPTEMBER 30, 1995 CAPITALIZATION AND LIABILITIES Pro Forma Actual Adjustments Pro Forma (dollars in thousands) COMMON STOCK EQUITY Common stock - $.01 par value; Authorized shares - 100; Outstanding shares - 100 - - - Paid-in capital 24,418 - 24,418 Retained earnings (deficit) (15,810) (22,568) (38,378) Total common stock equity 8,608 (22,568) (13,960) CURRENT LIABILITIES Accounts payable 1,396 - 1,396 Notes payable to associated companies - net - 468,720 468,720 Accounts payable to associated companies - net 20,523 - 20,523 Accrued taxes (703) - (703) Other 824 - 824 22,040 468,720 490,760 OTHER LIABILITIES Deferred income taxes (2,862) - (2,862) Other 620 - 620 (2,242) - (2,242) $28,406 $446,152 $474,558
CINERGY INVESTMENTS, INC. PRO FORMA CONSOLIDATED STATEMENT OF CHANGES IN RETAINED EARNINGS (DEFICIT) TWELVE MONTHS ENDED SEPTEMBER 30, 1995 Pro Forma Actual Adjustments Pro Forma (in thousands) BALANCE OCTOBER 1, 1994 ($7,394) - ($7,394) Net loss (8,416) (22,568) (30,984) BALANCE SEPTEMBER 30, 1995 ($15,810) ($22,568) ($38,378)
CINERGY INVESTMENTS, INC. Pro Forma Consolidated Journal Entries to Give Effect to the Borrowing of up to $434 Million from Cinergy Corp. for purposes of Investing in Special Purpose Subsidiaries Entry No. 1 Cash and temporary cash investments $434,000,000 Intercompany Notes Payable $434,000,000 To record the issuance of intercompany notes payable at $434,000,000. Entry No. 2 Interest expense $34,720,000 Intercompany Notes Payable $34,720,000 To record interest on $434,000,000 of intercompany notes payable at 8%. Entry No. 3 Cash and temporary cash investments $12,152,000 Income taxes $12,152,000 To record the reduction in income taxes due to increased interest costs ($34,720,000 at an assumed tax rate of 35%).
EX-99.FS.3 7 FINANCIAL STATEMENTS SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM U-1 CINERGY SERVICES AS OF SEPTEMBER 30, 1995 (Unaudited) Pages 1 through 4
CINERGY SERVICES PRO FORMA STATEMENT OF INCOME TWELVE MONTHS ENDED SEPTEMBER 30, 1995 Pro Forma Actual Adjustments Pro Forma (in thousands, except per share amounts) OPERATING REVENUES $97,322 - $97,322 OPERATING EXPENSES Other operation 94,241 - 94,241 Taxes other than income taxes 3,153 - 3,153 97,394 - 97,394 OPERATING INCOME (72) - (72) OTHER INCOME AND EXPENSES - NET (1) - (1) (1) - (1) INCOME BEFORE INTEREST AND OTHER CHARGES (73) - (73) INTEREST 4 - 4 NET INCOME ($77) - ($77) Note: Cinergy Services has no pro forma journal entries relating to this proposed transaction.
CINERGY SERVICES PRO FORMA BALANCE SHEET AT SEPTEMBER 30, 1995 ASSETS Pro Forma Actual Adjustments Pro Forma (in thousands) UTILITY PLANT - ORIGINAL COST In service Common 1,225 - 1,225 CURRENT ASSETS Accounts receivable from associated companies 6,739 - 6,739 6,739 - 6,739 OTHER ASSETS 344 - 344 $8,308 - $8,308 CAPITALIZATION AND LIABILITIES Pro Forma Actual Adjustments Pro Forma (dollars in thousands) COMMON STOCK EQUITY Common stock - $.05 par value; Authorized shares - 50 Outstanding shares - 50 - - - Retained earnings (77) - (77) Total common stock equity (77) - (77) CURRENT LIABILITIES Accounts payable 1,161 - 1,161 Accounts payable to associated companies 7,062 - 7,062 8,223 - 8,223 OTHER LIABILITIES Other 162 - 162 162 - 162 $8,308 - $8,308 Note: Cinergy Services has no pro forma journal entries relating to this proposed transaction.
CINERGY SERVICES PRO FORMA STATEMENT OF CHANGES IN RETAINED EARNINGS TWELVE MONTHS ENDED SEPTEMBER 30, 1995 Pro Forma Actual Adjustments Pro Forma (in thousands) BALANCE OCTOBER 1, 1994 - - - Net income (77) - (77) BALANCE SEPTEMBER 30, 1995 ($77) - ($77) Note: Cinergy Services has no pro forma journal entries relating to this proposed transaction.
EX-27.FS.5 8 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-31-1995 DEC-31-1995 OCT-01-1994 OCT-01-1994 SEP-30-1995 SEP-30-1995 PER-BOOK PRO-FORMA 6,225,211 6,225,211 0 0 1,273,872 858,376 1,007,195 1,007,195 149,085 249,087 8,655,363 8,339,869 1,572 1,572 1,585,470 1,585,470 919,084 937,590 2,506,126 2,524,632 160,000 160,000 227,913 227,913 2,694,676 2,694,676 718,000 384,000 0 0 0 0 134,400 134,400 0 0 0 0 0 0 2,214,248 2,214,248 8,655,363 8,339,869 2,938,160 2,938,160 178,055 190,207 2,237,803 2,237,803 2,415,858 2,428,010 522,302 510,150 7,924 10,112 530,226 520,262 264,163 235,693 266,063 284,569 32,742 32,742 233,321 251,827 0 0 215,645 215,645 0 0 1.50 1.62 1.50 1.62 EX-27.FS.6 9 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-31-1995 DEC-31-1995 OCT-01-1994 OCT-01-1994 SEP-30-1995 SEP-30-1995 PER-BOOK PRO-FORMA 0 0 2,519,073 2,541,641 442,053 108,053 0 0 118 118 2,961,244 2,649,812 1,572 1,572 1,585,470 1,585,470 919,084 941,652 2,506,126 2,528,694 0 0 0 0 0 0 455,000 121,000 0 0 0 0 0 0 0 0 0 0 0 0 118 118 2,961,244 2,649,812 0 0 47 47 923 923 970 970 (970) (970) 271,545 265,643 270,575 264,673 37,254 8,784 233,321 255,889 0 0 233,321 255,889 0 0 0 0 0 0 0.00 0.00 0.00 0.00 EX-27.FS.8 10 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. 2 CINERGY SERVICES, INC. 1,000 12-MOS 12-MOS DEC-31-1995 DEC-31-1995 OCT-01-1994 OCT-01-1994 SEP-30-1995 SEP-30-1995 PER-BOOK PRO-FORMA 1,225 1,225 0 0 6,739 6,739 0 0 344 344 8,308 8,308 0 0 0 0 (77) (77) (77) (77) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 8,385 8,385 8,308 8,308 97,322 97,322 0 0 97,394 97,394 97,394 97,394 (72) (72) (1) (1) (73) (73) 4 4 (77) (77) 0 0 (77) (77) 0 0 0 0 0 0 0.00 0.00 0.00 0.00 EX-27.FS.7 11 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. 13 CINERGY INVESTMENTS, INC. (CONSOLIDATED) 1,000 12-MOS 12-MOS DEC-31-1995 DEC-31-1995 OCT-01-1994 OCT-01-1994 SEP-30-1995 SEP-30-1995 PER-BOOK PRO-FORMA 0 0 0 0 465,906 15,690 0 0 8,652 108,654 474,558 124,344 0 0 24,418 24,418 (38,378) (19,872) (13,960) 4,546 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 488,518 119,798 474,558 124,344 11,257 11,257 (365) (365) 13,378 13,378 13,013 13,013 (1,756) (1,756) 6,719 (3,245) 4,963 (5,001) 35,947 7,477 (30,984) (12,478) 0 0 (30,984) (12,478) 0 0 0 0 0 0 0.00 0.00 0.00 0.00 -----END PRIVACY-ENHANCED MESSAGE-----