-----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, EAGQ918ZwQGE5TbrMyA8oxO8q60B0Br2teBeBsqty4rXbFH6MZ/tVWm63+QbQ7bm +kzvd5PCHYDdkeB9Yg9YHQ== 0000899652-96-000009.txt : 20030213 0000899652-96-000009.hdr.sgml : 20030213 19960124093406 ACCESSION NUMBER: 0000899652-96-000009 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19960124 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: 070-08521 FILM NUMBER: 96506437 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 1 FORM U-1 POST-EFFECTIVE AMENDMENT As filed with the Securities and Exchange Commission on January 24, 1996 File No. 70-8521 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________________________________ POST-EFFECTIVE AMENDMENT NO. 1 (AMENDMENT NO. 2) 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 office) 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 January 11, 1995 in this file (Rel. No. 35-26215) (the "January 1995 Order"), the Commission authorized Cinergy Corp., a registered holding company under the Public Utility Holding Company Act of 1935 (the "Act"), to issue and sell from time to time through January 31, 1997, in an aggregate principal amount at any one time outstanding not to exceed $375 million (the "Aggregate Debt Limitation"), and within certain parameters set out in the Commission's order and Cinergy's Declaration as amended, (1) unsecured short-term promissory notes to banks and other financial institutions, (2) commercial paper to commercial paper dealers and financial institutions, and (3) unsecured demand promissory notes to banks evidencing Cinergy's reimbursement obligation in respect of letters of credit issued by such banks on Cinergy's behalf (such bank borrowings, commercial paper sales and letter of credit transactions being herein collectively referred to as the "Short-Term Financing Transactions"). In addition, the Commission authorized Cinergy to use the proceeds of the Short-Term Financing Transactions for general corporate purposes, including (a) retirements and roll-overs of short-term borrowings, (b) loans, open- account advances and capital contributions to certain Cinergy subsidiaries, (c) loans through the Cinergy system money pool, (d) investments in exempt wholesale generators ("EWGs") and foreign utility companies ("FUCOs") as defined in the Act, and (e) investments in nonutility businesses, provided that Cinergy would not apply any proceeds to the purposes specified in clauses (b) through (e) without obtaining a further order or orders of the Commission, if required under the Act. In the latter regard, by order dated September 21, 1995 in File No. 70-8589 (Rel. No. 35-26376) (the "September 1995 Order"), the Commission authorized Cinergy, among other things, to use the proceeds of the Short-Term Financing Transactions to make direct and indirect investments, from time to time through May 31, 1998, in special purpose subsidiaries formed by Cinergy or Cinergy's nonutility holding company subsidiary, Cinergy Investments, Inc. ("Investments"), to engage exclusively in the business of acquiring and holding (directly or indirectly) the securities of, and/or providing services to, EWGs and FUCOs (each, a "Special Purpose Subsidiary") in an aggregate principal amount at any time outstanding not to exceed $115 million (the "Investment Limitation"), provided that any investment by Cinergy or Investments 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" (as determined in each case under Rule 53(a)). On January 16, 1996, Cinergy, Investments and Cinergy's service company subsidiary, Cinergy Services, Inc. ("Cinergy Services"), filed a post-effective amendment to their application-declaration in File No. 70-8589 (the "January 16th Post-Effective Amendment") seeking to modify the September 1995 Order as follows: (1) to extend the authorization period from May 31, 1998 to December 31, 1999, and (2) to increase the Investment Limitation from $115 million to 50% of Cinergy's consolidated retained earnings, as determined under Rule 53(a). B. Proposed Modifications to January 1995 Order Cinergy herein requests a supplemental order modifying the January 1995 Order solely in the following three respects: (1) to extend the authorization period, (2) to increase the Aggregate Debt Limitation, and (3) to permit Cinergy to apply proceeds of Short-Term Financing Transactions to investments in EWGs, FUCOs and Special Purpose Subsidiaries, in each case as set forth below. 1. Authorization Period: Cinergy proposes that the expiration date of the authorization period be extended from January 31, 1997 to December 31, 1999. 2. Aggregate Debt Limitation: Cinergy requests authority to engage in Short-Term Financing Transactions in an aggregate principal amount at any time outstanding not to exceed $1 billion. 3. Application of Proceeds to Investments in EWGs, FUCOs and Special Purpose Subsidiaries: Without limiting its flexibility to use proceeds of Short-Term Financing Transactions for other general corporate purposes as contemplated in the January 1995 Order or otherwise, Cinergy requests Commission authorization to use proceeds of Short-Term Financing Transactions, up to the full amount of the increased Aggregate Debt Limitation proposed herein, to make investments in Special Purpose Subsidiaries (subject to the limitations and restrictions prescribed in the September 1995 Order as supplemented by the further Commission order to be issued pursuant to the January 16th Post-Effective Amendment) and in EWGs and FUCOs, provided that the sum of (x) any proceeds of Short-Term Financing Transactions invested in Special Purpose Subsidiaries, EWGs and FUCOs as authorized herein, and (y) any proceeds of sales of shares of Cinergy common stock invested in such entities pursuant to the Commission's orders in File No. 70-8477 and the September 1995 Order do not, when added to Cinergy's "Aggregate investment" in EWGs, FUCOs and Special Purpose Subsidiaries, exceed, at any point in time, 50% of Cinergy's "consolidated retained earnings," in each case as determined pursuant to Rule 53(a). The authorization requested in the above paragraph supersedes that granted in the September 1995 Order permitting Cinergy to use up to $115 million in proceeds of Short-Term Financing Transactions to invest in Special Purpose Subsidiaries. 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 January 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-", 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 aggregate investment limitation is approximately $434 million (i.e., 50% of "consolidated retained earnings" C $454 million C minus "aggregate investment" at September 30, 1995 C $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 s 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 6100 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 Cinergy or any associate company thereof in connection with this Post-Effective Amendment are estimated not to exceed $7,000, comprised principally of (1) the prescribed filing fee and (2) fees and expenses of Cinergy Services. Item 3. Applicable Statutory Provisions Sections 6(a), 7, 32 and 33 and Rule 53 are applicable to the transactions proposed in this Post-Effective Amendment. 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 Cinergy requests that the Commission issue and publish in the Federal Register not later than February 7, 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 March 4, 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 March 5, 1996. 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 (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 Cinergy Consolidated Financial Data Schedule (included as part of electronic submission only) FS-4 Cinergy 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 company has duly caused this statement to be signed on its behalf by the undersigned thereunto duly authorized. Dated: January 24, 1996 CINERGY CORP. By: /s/ William L. Sheafer Treasurer EX-99.F-1 2 EXHIBIT F-1 EXHIBIT F-1 January 24, 1996 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Cinergy Corp. Declaration in File No. 70-8521 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"), and am furnishing this opinion as an exhibit to Cinergy's Declaration on Form U-1 in the above file (the "U-1"), 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 the issuance and sale by Cinergy from time to time through December 31, 1999, in an aggregate principal amount at any one time outstanding not to exceed $1 billion, and within certain parameters set out therein, (1) unsecured short-term promissory notes to banks and other financial institutions, (2) commercial paper to commercial paper dealers and financial institutions, and (3) unsecured demand promissory notes to banks evidencing Cinergy's reimbursement obligation in respect of letters of credit issued by such banks on Cinergy's behalf (such bank borrowings, commercial paper sales and letter of credit transactions being herein collectively referred to as the "Short-Term Financing Transactions"). In addition, Cinergy requests specific authority in the Post-Effective Amendment to invest all or any of the proceeds of such financing transactions in exempt wholesale generators, foreign utility companies and related special purpose subsidiaries, subject to restrictions set forth in the Post-Effective Amendment. I am of the opinion that Cinergy is a corporation validly organized and duly existing under the laws of the State of Delaware 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 through the Post-Effective Amendment (and as it may be further amended); with the January 1995 Order and such supplemental order; and with all requisite corporate and other approvals and authorizations: (a) all laws of the State of Delaware applicable to Cinergy's participation in the proposed transactions will have been complied with; (b) the notes and commercial paper to be issued by Cinergy in connection with the proposed transactions will, in each case, be valid and binding obligations of Cinergy in accordance with the terms thereof; and (c) the consummation by Cinergy of the proposed transactions 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. I hereby consent to the filing of this opinion as an exhibit to the Post-Effective Amendment. Very truly yours, 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") February 7, 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 March 4, 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. 70-8521 Notice of Proposal to Extend Authorization Period, Increase Aggregate Indebtedness Limitation, and Invest in Exempt Wholesale Generators and Foreign Utility Companies Cinergy Corp., a registered holding company ("Cinergy"), 139 East Fourth Street, Cincinnati, Ohio 45202, has filed a post-effective amendment to its declaration under Sections 6(a), 7, 32 and 33 and Rule 53. By order dated January 11, 1995 (Rel. No. 35-26215) ("January 1995 Order"), the Commission authorized Cinergy to issue and sell from time to time through January 31, 1997, in an aggregate principal amount at any one time outstanding not to exceed $375 million ("Aggregate Debt Limitation"), and within certain parameters set out in the Commission's order and Cinergy's declaration as amended, (1) unsecured short-term promissory notes to banks and other financial institutions, (2) commercial paper to commercial paper dealers and financial institutions, and (3) unsecured demand promissory notes to banks evidencing Cinergy's reimbursement obligation in respect of letters of credit issued by such banks on Cinergy's behalf (such bank borrowings, commercial paper sales and letter of credit transactions being collectively referred to as "Short-Term Financing Transactions"). Cinergy now requests a supplemental order limited to modifying the January 1995 Order in the following respects. First, Cinergy proposes that the expiration date of the authorization period be extended from January 31, 1997 to December 31, 1999. Second, Cinergy requests authority to engage in Short-Term Financing Transactions in an aggregate principal amount at any time outstanding not to exceed $1 billion. Finally, without limiting its flexibility to use proceeds of Short-Term Financing Transactions for other general corporate purposes as contemplated in the January 1995 Order or otherwise, Cinergy proposes to apply proceeds of Short-Term Financing Transactions, up to the full amount of the proposed increased Aggregate Debt Limitation noted above, to make investments in exempt wholesale generators ("EWGs"), foreign utility companies ("FUCOs") and certain related special purpose subsidiaries, provided that the sum of any proceeds of Short-Term Financing Transactions invested in such entities, together with any proceeds of sales of shares of Cinergy common stock invested in such entities pursuant to Commission's orders in File Nos. 70-8477 and 70-8589, do not, when added to Cinergy's "aggregate investment" in EWGs, FUCOs and Special Purpose Subsidiaries, exceed, at any point in time, 50% of Cinergy's "consolidated retained earnings," in each case as determined pursuant to Rule 53(a). 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) Income 190,207 (28,000) 162,207 Taxes other than income taxes 251,632 - 251,632 2,428,010 (28,000) 2,400,010 OPERATING INCOME 510,150 28,000 538,150 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 28,000 546,074 INTEREST AND OTHER CHARGES Interest on long-term debt 215,645 - 215,645 Other interest 22,989 80,000 102,989 Allowance for borrowed funds used during construction (9,191) - (9,191) Preferred dividend requirements of subsidiaries 32,742 - 32,742 262,185 80,000 342,185 NET INCOME $255,889 ($52,000) $203,889 AVERAGE COMMON SHARES OUTSTANDING 154,797 154,797 EARNINGS PER COMMON SHARE $1.62 $1.31 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 87,443 948,000 1,035,443 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 - 30,178 862,440 948,000 1,810,440 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 $948,000 $9,191,931
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 - 157,139,786 $1,572 - $1,572 Paid-in capital 1,585,470 - 1,585,470 Retained earnings 941,652 (52,000) 889,652 Total common stock equity 2,528,694 (52,000) 2,476,694 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 (52,000) 5,559,283 CURRENT LIABILITIES Long-term debt due within one year 134,400 - 134,400 Notes payable 284,000 1,000,000 1,284,000 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 1,000,000 2,072,256 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 $948,000 $9,191,931
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 (52,000) 203,889 Dividends on common stock (255,637) - (255,637) Other (4,279) - (4,279) BALANCE SEPTEMBER 30, 1995 $941,652 ($52,000) $889,652
CINERGY CORP. Pro Forma Consolidated Journal Entries to Give Effect to the Borrowing of Up to $1,000,000,000 of Short-term Debt Entry No. 1 Cash and temporary cash investments $1,000,000,000 Short-term Debt $1,000,000,000 To record the issuance of $1,000,000,000 of short-term debt. Entry No. 2 Interest on short-term debt $80,000,000 Cash and temporary investments $80,000,000 To record interest on $1,000,000,000 of short-term debt at 8.00%. Entry No. 3 Cash and temporary cash investments $28,000,000 Income taxes $28,000,000 To record the reduction in income taxes due to increased interest on short-term debt ($80,000,000 at an assumed tax rate of 35%).
EX-99.FS.2 5 FINANCIAL STATEMENTS SECURITIES AND EXCHANGE COMMISSION 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 Income taxes 47 (28,000) (27,953) Taxes other than income taxes 54 - 54 970 (28,000) (27,030) OPERATING INCOME (970) 28,000 27,030 OTHER INCOME AND EXPENSES - NET Equity in earnings of subsidiaries 258,646 - 258,646 Income taxes 1,667 - 1,667 Other - net (920) - (920) 259,393 - 259,393 INCOME BEFORE INTEREST AND OTHER CHARGES 258,423 28,000 286,423 INTEREST 2,534 80,000 82,534 NET INCOME $255,889 ($52,000) $203,889
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 $948,000 $955,886 Accounts receivable 167 - 167 Notes receivable from associated companies - - - 8,053 948,000 956,053 OTHER ASSETS Investment in subsidiaries 2,541,641 - 2,541,641 Other 118 - 118 2,541,759 - 2,541,759 $2,549,812 $948,000 $3,497,812
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 $1,572 - $1,572 Paid-in capital 1,585,470 - 1,585,470 Retained earnings 941,652 (52,000) 889,652 Total common stock equity 2,528,694 (52,000) 2,476,694 CURRENT LIABILITIES Notes payable 21,000 1,000,000 1,021,000 Accounts payable 530 - 530 Accrued taxes (309) - (309) Accrued interest 154 - 154 21,375 1,000,000 1,021,375 OTHER LIABILITIES Deferred income taxes (258) (258) Other 1 1 (257) - (257) $2,549,812 $948,000 $3,497,812
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 (52,000) 203,889 Dividends on common stock (255,637) - (255,637) Other (4,279) - (4,279) BALANCE SEPTEMBER 30, 1995 $941,652 ($52,000) $889,652
CINERGY CORP. Pro Forma Journal Entries to Give Effect to the Borrowing of Up to $1,000,000,000 of Short-term Debt Entry No. 1 Cash and temporary cash investments $1,000,000,000 Short-term Debt $1,000,000,000 To record the issuance of $1,000,000,000 of short-term debt. Entry No. 2 Interest on short-term debt $80,000,000 Cash and temporary investments $80,000,000 To record interest on $1,000,000,000 of short-term debt at 8.00%. Entry No. 3 Cash and temporary cash investments $28,000,000 Income taxes $28,000,000 To record the reduction in income taxes due to increased interest on short-term debt ($80,000,000 at an assumed tax rate of 35%).
EX-27.FS.2 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-31-1995 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 0 862,440 1,810,440 1,007,195 1,007,195 149,085 149,085 8,243,931 9,191,931 1,572 1,572 1,585,470 1,585,470 941,652 889,652 2,528,694 2,476,694 160,000 160,000 227,913 227,913 2,694,676 2,694,676 284,000 1,284,000 0 0 0 0 134,400 134,400 0 0 0 0 0 0 2,214,248 2,214,248 8,243,931 9,191,931 2,938,160 2,938,160 190,207 162,207 2,237,803 2,237,803 2,428,010 2,400,010 510,150 538,150 7,924 7,924 518,074 546,074 229,443 309,443 288,631 236,631 32,742 32,742 255,889 203,889 255,637 255,637 215,645 215,645 0 0 1.62 1.31 1.62 1.31 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-31-1995 DEC-31-1995 OCT-01-1994 OCT-01-1994 SEP-30-1995 SEP-30-1995 PER-BOOK PRO-FORMA 0 0 2,541,641 2,541,641 8,053 956,053 0 0 118 118 2,549,812 3,497,812 1,572 1,572 1,585,470 1,585,470 941,652 889,652 2,528,694 2,476,694 0 0 0 0 0 0 21,000 1,021,000 0 0 0 0 0 0 0 0 0 0 0 0 118 118 2,549,812 3,497,812 0 0 47 (27,953) 923 923 970 (27,030) (970) 27,030 259,393 259,393 258,423 286,423 2,534 82,534 255,889 203,889 0 0 255,889 203,889 255,637 255,637 0 0 0 0 0.00 0.00 0.00 0.00 -----END PRIVACY-ENHANCED MESSAGE-----