-----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, Lh4LxDpnOgQgCnGYoj6c0ealhJt/k6Xb9qL3TUFf74P6L+A9YeYrLEIfDj7Vd0h3 nV8upZq0CAcyNK0ij1WpXA== 0000899652-96-000159.txt : 19961003 0000899652-96-000159.hdr.sgml : 19961003 ACCESSION NUMBER: 0000899652-96-000159 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961002 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CINCINNATI GAS & ELECTRIC CO CENTRAL INDEX KEY: 0000020290 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 310240030 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32544 FILM NUMBER: 96638489 BUSINESS ADDRESS: STREET 1: 139 E FOURTH ST ROOM 362-ANNEX CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5133812000 FILED BY: 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: SC 13E4/A 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 SC 13E4/A 1 ISSUER TENDER OFFER - AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________ SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (Pursuant to Section 13(E)(1) of the Securities Exchange Act of 1934) ________________ THE CINCINNATI GAS & ELECTRIC COMPANY (Name of Issuer) CINERGY CORP. (Name of Person Filing Statement) __________________________________________________________ Title CUSIP The Cincinnati Gas & Electric Company, Cumulative Preferred Stock - 4% Series 172070 20 3 - 4-3/4% Series 172070 30 2 - 7-7/8% Series 172070 86 4 - 7-3/8% Series 172070 84 9 __________________________________________________________ (Title of Class of Securities) (CUSIP No. of Class of Securities) William L. Sheafer Treasurer Cinergy Corp. The Cincinnati Gas & Electric Company 139 East Fourth Street Cincinnati, Ohio 45202 (513) 287-3852 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person Filing Statement) August 20, 1996 (Date Tender Offer First Published, Sent or Given to Security Holders) Calculation of Filing Fee Transaction Valuation* Amount of Filing Fee $208,480,000.00 $41,696.00 * Solely for purposes of calculating the filing fee and computed pursuant to Section 13(e)(3) of the Securities Exchange Act of 1934, as amended, and Rule 0- 11(b)(1) thereunder, the transaction value equals the total amount of funds, excluding fees and other expenses, required to purchase all outstanding shares of each class of securities listed above pursuant to the Offer described in the Offer to Purchase and Proxy Statement filed as an Exhibit hereto. [ X ] Check box if any part of the fee is offset as provided by Rule 0- 11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount Previously Paid: $41,696.00 Form or Registration No.: Schedule 13E-4 Filing Party: Cinergy Corp. Date Filed: August 19, 1996 This Amendment No. 1 (the "Final Amendment") amends and supplements the Issuer Tender Offer Statement on Schedule 13E-4 (the "Statement") dated August 19, 1996 filed by Cinergy Corp., a Delaware corporation ("Cinergy"), relating to its offer to purchase any and all outstanding Shares of Cumulative Preferred Stock of The Cincinnati Gas & Electric Company, an Ohio corporation and direct utility subsidiary of Cinergy ("CG&E"), upon the terms and subject to the conditions set forth in the Offer to Purchase and Proxy Statement, dated August 20, 1996, and in the related Letter of Transmittal and Proxy (which together constitutes the "Offer"), copies of which are attached as Exhibit 99.(a)(1) and 99.(a)(2) to the Statement. Only those items of the Statement that are amended and supplemented hereby are included herein. Unless otherwise defined herein, all capitalized terms shall have the respective meanings ascribed to them in the Statement. Item 1. Security and Issuer. Item 1 of the Statement is hereby amended and supplemented by adding thereto the following: The Offer expired at 5:00 p.m., New York City time, on September 18, 1996 in accordance with its terms. On September 24, 1996, Cinergy purchased the Shares validly tendered pursuant to the Offer by depositing the aggregate purchase price therefor with the Depositary. The Shares so purchased, and purchase price therefor, for each Series of Preferred are as follows: Shares Series of Preferred Purchased Purchase Price ------------------- --------- -------------- 4 % Series 100,165 $ 6,410,560 4-3/4% Series 88,379 7,070,320 7-7/8% Series 800,000 92,800,000 7-3/8% Series 800,000 88,000,000 Total 1,788,544 $194,280,880 Item 2. Source and Amount of Funds or Other Consideration. Item 2 of the Statement is hereby amended and supplemented by adding thereto the following: The total amount required by Cinergy to purchase the Shares pursuant to the Offer was $194,280,880, excluding fees and other expenses. The source of such amount was the general funds of Cinergy (which, in the ordinary course, as well as in this case, includes funds from CG&E). Item 3. Purpose of the Tender Offer and Plans or Proposals of the Issuer or Affiliate. Item 3 of the Statement is hereby amended and supplemented by adding thereto the following: The Shares purchased by Cinergy pursuant to the Offer were subsequently transferred to CG&E and were thereupon retired and canceled. As a result thereof, CG&E has, as of September 24, 1996, a total of 211,456 Shares outstanding, consisting of 169,835 Shares of the 4% Series and 41,621 Shares of the 4-3/4% Series. In addition, the 4% Series is the only remaining Series of Preferred that meets the continued listing requirements of the New York Stock Exchange. Item 9. Material to be Filed as Exhibits. Exhibit No. Description ----------- ----------- 99.(a)(9) Press Release, dated September 18, 1996. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 2, 1996 Cinergy Corp. By: /s/ William L. Sheafer ----------------------- William L. Sheafer Treasurer EX-99.(A)(9) 2 EXHIBIT 99.(a)(9) Media Contact: Steve Brash 513-287-2226 (w) 513-231-6895 (h) Angeline Protogere 317-838-1338 (w) 317-298-3090 (h) Investor Contact: Felicia Ramstein 513-287-6479 FOR IMMEDIATE RELEASE - SEPTEMBER 18, 1996 CG&E'S ARTICLES AMENDMENT ADOPTED; CINERGY'S TENDER OFFER FOR CG&E PREFERRED STOCK IS SUCCESSFUL CINCINNATI - An amendment to the articles of incorporation of The Cincinnati Gas & Electric Company was adopted today at a special meeting of shareholders. The amendment removes a provision of the articles that limits CG&E's ability to issue unsecured debt, including short-term debt. Cinergy Corp. (NYSE:CIN), the parent holding company and sole holder of common stock of CG&E, voted all of its shares in favor of the amendment and the holders of preferred stock approved the amendment by the required two-thirds vote by casting at least 70% in favor of the amendment. Concurrently with the solicitation of proxies for the special meeting, Cinergy commenced an offer to purchase for cash the outstanding shares of preferred stock of CG&E. The tender offer, which expired today at 5:00 p.m. EDT, was conditioned upon, among other things, the proposed amendment being approved and adopted at the special meeting. Preliminary results indicate that approximately 85% of the 2,000,000 outstanding shares of preferred stock was tendered pursuant to Cinergy's offer. (more) Page 2. CG&E's articles amendment adopted Preferred shareholders had the right to vote for the proposed amendment regardless of whether they tendered their shares. Because the amendment was approved and adopted, CG&E will make a special cash payment in the amount of $1.00 per share to each preferred shareholder who voted in favor of the proposed amendment, provided that such shares were not tendered pursuant to Cinergy's offer. Those preferred shareholders who validly tendered their shares are entitled only to the purchase price per share offered by Cinergy. ### -----END PRIVACY-ENHANCED MESSAGE-----