-----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, NshVVdq7S8EUoF6kMfpOo5F9xxYS7afGy0KCRiJZopZYvey/l1TJ2+6L5V7RbhNz Oqj6FF41Ss9SrI+AqNzALA== 0000899652-96-000142.txt : 19960816 0000899652-96-000142.hdr.sgml : 19960816 ACCESSION NUMBER: 0000899652-96-000142 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960814 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: 35-CERT SEC ACT: 1935 Act SEC FILE NUMBER: 070-08589 FILM NUMBER: 96614942 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 35-CERT 1 CERTIFICATE OF NOTIFICATION (RULE 24) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 In the Mater of CERTIFICATE Cinergy Corp. et al. OF File No. 70-8589 NOTIFICATION (Public Utility Holding Company Act of 1935) With reference to the transactions (a) proposed in the Application-Declaration on Form U-1, as amended, in the above proceeding filed by Cinergy Corp., a registered holding company ("Cinergy"), Cinergy Investments, Inc., Cinergy's nonutility subholding company ("Investments"), and Cinergy Services, Inc., Cinergy's service company subsidiary ("Cinergy Services"; and together with Cinergy and Investments, the "Applicants"), and (b) authorized by the Commission in its orders with respect thereto dated, respectively, March 8, 1996 (Rel. No. 35-26486) and September 21, 1995 (Rel. No. 35-26376), Services hereby notifies the Commission, on behalf of itself and the other Applicants, as follows: 1. For the calendar quarterly period ended June 30, 1996 ("Second Quarter 1996"), none of the Special Purpose Subsidiaries/1/ issued any Recourse Debt Securities./2/ 2. General description of activities of Investments and Special Purpose Subsidiaries during the Second Quarter 1996 and of projects in which they have an ownership interest: (a) Investments. Investments is a direct, wholly-owned subsidiary of Cinergy that acts as a subholding company with respect to the Cinergy system's nonutility subsidiaries. In that capacity, Investments continued to act as a pass-through financing vehicle (i.e., with funds from Cinergy) for its direct and indirect subsidiaries. (b) PSI Energy Argentina, Inc. PSI Energy Argentina continued to own an indirect interest in and to participate in the operation of Edesur, S.A., an electric distribution system serving the southern half of Buenos Aires, Argentina. PSI Energy Argentina acquired its interest in Edesur in the privatization of electric distribution assets in Argentina in 1992 and is an 8% shareholder in Distrilec Inversora, S.A., which owns 51% of the stock of Edesur. For further information respecting PSI Energy Argentina, reference is made to the Application and to the Form U-57 Notification of FUCO Status filed by Cinergy in respect of PSI Energy Argentina on February 21, 1995. (c) CGE ECK, Inc. This Special Purpose Subsidiary's only assets consist of its 3% ownership of the outstanding capital stock of Eck s.r.o. Eck s.r.o. is a Czech limited liability company that owns and operates a generating facility in the Czech Republic. (d) Midlands Electricity plc. Midlands Electricity plc, a corporation organized under the laws of England ("Midlands"), is one of twelve regional electric companies in England. Among other activities, Midlands provides retail electric service to about 2.2 million customers in a district 100 miles northeast of London, which includes the city of Birmingham. (i) As previously publicly reported by Cinergy, on May 6, 1996, Cinergy and another registered holding company, General Public Utilities Corporation ("GPU"), through indirect wholly-owned subsidiaries, entered into an agreement ("Joint Venture Agreement") to form and own respective 50% interests in Avon Energy Partners Holdings ("Avon Holdings"), a corporation organized under English law for the purpose of making an offer to purchase outstanding capital shares of Midlands. Cinergy acquired its 50% interest in Avon Holdings through a new, wholly-owned subsidiary of Investments, M. E. Holdings, Inc., a Delaware corporation. (ii) Pursuant to the Joint Venture Agreement, on May 7, 1996, with the approval and recommendation of the Midlands board of directors, Avon Energy Partners plc, a wholly-owned subsidiary of Avon Holdings ("Avon Energy"), announced an offer ("Offer") to purchase for cash all outstanding capital shares of Midlands for $6.60 per share, or a total consideration expected to be approximately $2.6 billion. On June 6, 1996, Cinergy and GPU publicly announced that as of such date Avon Energy had declared the Offer wholly unconditional in all respects, thereby committing Avon Energy to purchase all outstanding shares of Midlands. As of August 13, 1996, Avon had acquired 381.3 million shares of Midlands, representing approximately 97.1% of the issued share capital of Midlands. The remaining shares are expected to be acquired during the third quarter of 1996. (iii) For more information with respect to Midlands, reference is made to Cinergy's Quarterly Report on Form 10-Q in Commission File No. 1-11377 for the quarterly period ending June 30, 1996 and Cinergy's Notification of Foreign Utility Company Status on Form U-57 with respect to Midlands, filed with the Commission on July 7, 1996. Each of M. E. Holdings, Avon Holdings and Avon Energy is a FUCO Parent. 3. Information on intercompany service transactions involving the Special Purpose Subsidiaries during the Second Quarter 1996: (a) name of each associate company providing services and associate company recipient: (i) Cinergy Services (service provider)/PSI Energy Argentina, Inc. (service recipient) (b) listing of services provided: (i) legal, financial (c) total dollar amount of services provided per associate company service provider: (i) $30,000 4. The following unaudited financial statements are filed herewith: (a) Special Purpose Subsidiaries Financial Statements, dated June 30, 1996 S I G N A T U R E Pursuant to the requirements of the Public Utility Holding Company Act of 1935, as amended, the undersigned company has duly caused this document to be signed on its behalf by the undersigned thereunto duly authorized. Date: August 14, 1996 CINERGY SERVICES, INC. By:/s/William L. Sheafer Treasurer Endnotes /1/ As used herein, "Special Purpose Subsidiaries" refers to the following direct or indirect subsidiaries of Cinergy that are either exempt wholesale generators ("EWGs") or foreign utility companies ("FUCOs") or companies organized for the exclusive purpose of acquiring and owning or holding, directly or indirectly, interests in FUCOs (each, a "FUCO Parent"): PSI Energy Argentina, Inc., CGE ECK, Inc., M.E. Holdings, Inc., Avon Energy Partners Holdings, Avon Energy Partners plc, Midlands Electricity plc. Costanera Power Corp. ("Costanera"), PSI Argentina, Inc.("PSIArg"), PSI T&D International, Inc., PSI Yacyreta, Inc., PSI Power Resource Development, Inc., PSI Power Resource Operations, Inc., PSI International, Inc. and PSI Sunnyside, Inc. are all inactive Cinergy system companies formed to act as EWGs or FUCO Parents. On April 24, 1996, Costanera and PSIArg submitted separate letters to the Federal Energy Regulatory Commission stating that, as a result of the sale by Costanera in November 1995 to a nonassociate company of its interest in Central Costanera S.A., the owner of an electric generating station in Buenos Aires, Argentina, neither company sought to maintain its status as EWGs. /2/ Recourse Debt Securities means any promissory note, bond or other evidence of indebtedness issued by a Special Purpose Subsidiary to a nonassociate company with respect to which Cinergy or Investments issues a guarantee (including obtaining a letter of credit).
CINERGY CORP. SPECIAL PURPOSE SUBSIDIARIES STATEMENTS OF INCOME (UNAUDITED) QUARTER ENDED JUNE 30, 1996 PSI Energy M.E. Argentina Argentina CGE ECK Holdings (in thousands) Operating Revenues $ - $ - $ - $ - Operating Expenses Other operation - - - - Income Taxes - - - - Taxes other than income taxes - - - - - - - - Operating Income - - - - Other Income and Expense - Net Income Taxes (57) (20) 4 9 Equity in Earnings of Avon Holdings - - - 2,694 Other - net 243 53 - 19 186 33 4 2,722 Income Before Interest and Other Charges 186 33 4 2,722 Other interest - - 10 45 Net Income $ 186 $ 33 $ (6)$ 2,677 NOTE: The following companies are inactive and thus have no activity to report; COSTANERA POWER CORP. PSI T&D INTERNATIONAL, INC. PSI YACYRETA, INC. PSI POWER RESOURCE DEVELOPMENT, INC. PSI POWER RESOURCE OPERATIONS, INC. PSI INTERNATIONAL, INC. PSI SUNNYSIDE, INC.
CINERGY CORP. SPECIAL PURPOSE SUBSIDIARIES BALANCE SHEETS (UNAUDITED) AT JUNE 30, 1996 PSI Energy M.E. Argentina Argentina CGE ECK Holdings (in thousands) ASSETS Current Assets Accounts receivable $ 122 $ - $ - $ 277 Accounts receivable - affiliates 17,361 64 - - Other 135 - - - 17,618 64 - 277 Other Assets Investment in Avon Holdings - - - 457,567 Other (37) 10,715 - 366 (37) 10,715 - 457,933 $ 17,581 $ 10,779 $ - $ 458,210 CAPITALIZATION AND LIABILITIES Common Stock Equity Paid-in capital $ 9,587 $ 10,704 $ - $ 444,490 Retained earnings 7,472 33 (488) 13,059 Total common stock equity 17,059 10,737 (488) 457,549 Current Liabilities Accounts payable 66 - - - Accounts payable - affiliates - 22 701 670 Accrued taxes 147 20 (213) (9) 213 42 488 661 Other Liabilities Deferred income taxes 134 - - - Other 175 - - - 309 - - - $ 17,581 $ 10,779 $ - $ 458,210 NOTE: The following companies are inactive and thus have no activity to report; COSTANERA POWER CORP. PSI T&D INTERNATIONAL, INC. PSI YACYRETA, INC. PSI POWER RESOURCE DEVELOPMENT, INC. PSI POWER RESOURCE OPERATIONS, INC. PSI INTERNATIONAL, INC. PSI SUNNYSIDE, INC.
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