-----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, I1Idmb1m28XzQx5QVgw13ERVBYXQPzxWhhYbTE8NWgvA052WQxvdBURn/AAEhP2W ng8VvtdlTByofKs4UejtDA== 0000899652-96-000205.txt : 19961211 0000899652-96-000205.hdr.sgml : 19961211 ACCESSION NUMBER: 0000899652-96-000205 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19961210 EFFECTIVENESS DATE: 19961210 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-17531 FILM NUMBER: 96678077 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 S-8 1 LTIP REGISTRATION STATEMENT Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________ FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ______________________ Cinergy Corp. (Exact name of registrant as specified in its charter) DELAWARE 31-1385023 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 139 EAST FOURTH STREET CINCINNATI, OHIO 45202 (Address, including zip code, of Principal Executive Offices) ______________________ CINERGY CORP. 1996 LONG-TERM INCENTIVE COMPENSATION PLAN (Full title of the plan) ______________________ WILLIAM L. SHEAFER, Treasurer JEROME A. VENNEMANN, Associate General Counsel 139 East Fourth Street Cincinnati, Ohio 45202 (513) 381-2000 (Names, address, including zip code, and telephone number, including area code, of agents for service) _________________________ Copies of all communications to: RONAL R. NEWBANKS Taft, Stettinius & Hollister 1800 Star Bank Center 425 Walnut Street Cincinnati, Ohio 45202 (Counsel for the Registrant) _________________________
CALCULATION OF REGISTRATION FEE Amount Proposed maximum Proposed maximum Title of securities to be offering price aggregate offering Amount of to be registered(1) registered(1) per share(2) price(2) registration fee Common Stock, $0.01 Par Value . . . . . . . . . 7,000,000 shs. $32.9375 $230,562,500 $69,860.44 (1) This registration statement also covers such indeterminable number of additional shares of Common Stock as may become issuable with respect to all or any of such shares pursuant to the antidilution provisions in the plan. (2) Estimated solely for the purpose of calculating the registration fee and, pursuant to Rule 457(h) under the Securities Act of 1933, based upon the average of the high and low sale price of the Common Stock on the New York Stock Exchange on December 6, 1996.
CINERGY CORP. ("CINERGY") 1996 LONG-TERM INCENTIVE COMPENSATION PLAN PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents (the "Incorporated Documents"), previously filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), are hereby incorporated in this Registration Statement by reference: 1. Registrant's Annual Report on Form 10-K for the year ended December 31, 1995, as amended. 2. Registrant's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, as amended, and September 30, 1996. 3. Registrant's Current Reports on Form 8-K dated May 7, 1996 and June 6, 1996. 4. Registrant's definitive proxy statement dated March 15, 1996, relating to its Annual Meeting of Shareholders held on April 26, 1996. 5. The information under the caption "Item 4. Description of Securities to be Registered" contained or incorporated in the Registration Statement on Form 8-B (File No. 1-11377) filed by the registrant under Section 12 of the Securities Exchange Act of 1934, as amended, including any amendments or reports filed for the purpose of updating such description. All documents subsequently filed by Cinergy pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post- effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated in the Registration Statement by reference and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. The statements made in this Registration Statement as to matters of law and legal conclusions have been reviewed by Taft, Stettinius & Hollister, counsel for Cinergy, and are made on the authority of that firm as experts. The members and associates of such firm and their immediate families own directly or indirectly an aggregate 17,078 shares of Cinergy's Common Stock. II-1 Item 6. Indemnification of Directors and Officers. Cinergy, being incorporated under the Delaware General Corporation Law (the "DGCL"), is empowered by Section 145 of such law to indemnify officers and directors against certain expenses, liabilities and payments, as therein provided. Article VI of Cinergy's By-Laws provides that Cinergy shall indemnify specified persons, including officers and directors of Cinergy, against liabilities under certain circumstances. Also, Article VI provides that Cinergy may purchase and maintain insurance on behalf of or for any director, officer, employee or agent for protection against certain liabilities or claims asserted against such persons. In addition, Article Sixth of Cinergy's Certificate of Incorporation provides limits to the personal liability of Cinergy's directors for breach of fiduciary duties to the fullest extent permitted by the DGCL. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. The following exhibits are filed as part of this Registration Statement: Exhibit No. *4.1 Certificate of Incorporation of Cinergy (Exhibit to Cinergy's 1993 Form 10-K in File No. 1-11377). *4.2 By-Laws of Cinergy as amended January 25, 1996. (Exhibit to Cinergy's Form U-1 Declaration filed February 23,1996, in File No. 70- 8807). *4.3 Cinergy Corp. 1996 Long-Term Incentive Compensation Plan (Exhibit to Cinergy's Schedule 14A Definitive Proxy Statement filed March 13, 1996, in File No. 1-11377). *4.4 Amendment to the Cinergy Corp. 1996 Long-Term Incentive Compensation Plan (Exhibit to Cinergy's September 30, 1996 Form 10-Q in File No. 1- 11377). 5 Opinion of Taft, Stettinius & Hollister as to legality of the Common Stock being registered. 23.1 Consent of Taft, Stettinius & Hollister (included in their opinion filed as Exhibit 5). 23.2 Consent of Arthur Andersen LLP, Cincinnati, Ohio (see page II-7). 24.1 Powers of Attorney (filed herewith). 24.2 Certified copy of resolution of Cinergy's Board of Directors. * The exhibits with an asterisk have been filed with the Securities and Exchange Commission and are incorporated herein by reference. II-2 Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-3 (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on December 6, 1996. CINERGY CORP. By: *James E. Rogers James E. Rogers, Vice Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signatures Title Date (i) Principal executive officer: *James E. Rogers Vice Chairman, President December 6, 1996 James E. Rogers and Chief Executive Officer (ii) Principal financial officer: /s/ J. WAYNE LEONARD Group Vice President December 6, 1996 J. Wayne Leonard and Chief Financial Officer (iii) Principal accounting officer: /s/ CHARLES J. WINGER Comptroller December 6, 1996 Charles J. Winger II-5 Signatures Title Date (iv) Directors: * Neil A. Armstrong Director December 6, 1996 * James K. Baker Director December 6, 1996 * Michael G. Browning Director December 6, 1996 * Phillip R. Cox Director December 6, 1996 * Kenneth M. Duberstein Director December 6, 1996 * John A. Hillenbrand II Director December 6, 1996 * George C. Juilfs Director December 6, 1996 * Melvin Perelman Director December 6, 1996 * Thomas E. Petry Director December 6, 1996 * Jackson H. Randolph Director December 6, 1996 * James E. Rogers Director December 6, 1996 * John J. Schiff, Jr. Director December 6, 1996 * Philip R. Sharp Director December 6, 1996 * Van P. Smith Director December 6, 1996 * Dudley S. Taft Director December 6, 1996 * Oliver W. Waddell Director December 6, 1996 *By: /s/ J. WAYNE LEONARD J. Wayne Leonard, Attorney-in-fact II-6 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our report dated January 25, 1996, included in Cinergy Corp.'s Annual Report on Form 10-K for the year ended December 31, 1995, as amended, and to all references to our Firm included in this Registration Statement. /s/ ARTHUR ANDERSEN LLP Cincinnati, Ohio December 6, 1996. ______________________ The consent of Counsel named as experts is included in their opinion being filed as an Exhibit to the Registration Statement. II-7 EX-5 2 OPINION RE: LEGALITY OF STOCK EXHIBIT 5 [Letterhead of Taft, Stettinius & Hollister] December 6, 1996 Cinergy Corp. 139 East Fourth Street Cincinnati, Ohio 45202 Dear Sirs: We have acted as counsel to Cinergy Corp., a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933 (the "Act") of 7,000,000 shares (the "Securities") of common stock of the par value of $.01 each of the Company to be offered under the Cinergy Corp. 1996 Long-Term Incentive Compensation Plan (the "Plan") pursuant to a Registration Statement on Form S-8 (the "Registration Statement") filed on the date hereof with the Securities and Exchange Commission (the "Commission"). In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of all such corporate records of the Company, agreements and other instruments, certificates of public officials and officers and representatives of the Company and such other documents as we have deemed necessary as a basis for the opinion hereafter expressed. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as copies and the accuracy of the statements contained in certificates. As to various questions of fact material to such opinions we have, when relevant facts were not independently established, relied upon certifications by officers of the Company and other appropriate persons and statements contained in the Registration Statement. Based upon and subject to the foregoing and having regard to legal considerations that we deem relevant, we are of the opinion that the Securities to be issued under the Plan have been duly authorized, and, when issued by the Company as provided under and in accordance with the Plan and the terms of the order of the Commission under the Public Utility Holding Company Act of 1935, as amended, will be validly issued, fully paid and nonassessable. We consent to the reference to our firm under the caption "Interests of Named Experts and Counsel" in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ TAFT, STETTINIUS & HOLLISTER EX-24.1 3 POWERS OF ATTORNEY EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints J. Wayne Leonard, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, his true and lawful attorney- in-fact and agent for him and in his name to sign Registration Statements on Form S-8 or such appropriate form as may be required, including any and all amendments and supplements thereto, for the registration of Common Stock to be offered pursuant to the terms of the Cinergy Corp. 1996 Long- Term Incentive Compensation Plan (the "Plan"), and of participations (interests) in the Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that he might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 17th day of July, 1996. /s/ NEIL A. ARMSTRONG Neil A. Armstrong POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints J. Wayne Leonard, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, his true and lawful attorney- in-fact and agent for him and in his name to sign Registration Statements on Form S-8 or such appropriate form as may be required, including any and all amendments and supplements thereto, for the registration of Common Stock to be offered pursuant to the terms of the Cinergy Corp. 1996 Long- Term Incentive Compensation Plan (the "Plan"), and of participations (interests) in the Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that he might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 17th day of July, 1996. /s/ JAMES K. BAKER James K. Baker POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints J. Wayne Leonard, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, his true and lawful attorney- in-fact and agent for him and in his name to sign Registration Statements on Form S-8 or such appropriate form as may be required, including any and all amendments and supplements thereto, for the registration of Common Stock to be offered pursuant to the terms of the Cinergy Corp. 1996 Long- Term Incentive Compensation Plan (the "Plan"), and of participations (interests) in the Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that he might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 17th day of July, 1996. /s/ MICHAEL G. BROWNING Michael G. Browning POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints J. Wayne Leonard, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, his true and lawful attorney- in-fact and agent for him and in his name to sign Registration Statements on Form S-8 or such appropriate form as may be required, including any and all amendments and supplements thereto, for the registration of Common Stock to be offered pursuant to the terms of the Cinergy Corp. 1996 Long- Term Incentive Compensation Plan (the "Plan"), and of participations (interests) in the Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that he might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 17th day of July, 1996. /s/ PHILLIP R. COX Phillip R. Cox POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints J. Wayne Leonard, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, his true and lawful attorney- in-fact and agent for him and in his name to sign Registration Statements on Form S-8 or such appropriate form as may be required, including any and all amendments and supplements thereto, for the registration of Common Stock to be offered pursuant to the terms of the Cinergy Corp. 1996 Long- Term Incentive Compensation Plan (the "Plan"), and of participations (interests) in the Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that he might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 17th day of July, 1996. /s/ KENNETH M. DUBERSTEIN Kenneth M. Duberstein POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints J. Wayne Leonard, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, his true and lawful attorney- in-fact and agent for him and in his name to sign Registration Statements on Form S-8 or such appropriate form as may be required, including any and all amendments and supplements thereto, for the registration of Common Stock to be offered pursuant to the terms of the Cinergy Corp. 1996 Long- Term Incentive Compensation Plan (the "Plan"), and of participations (interests) in the Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that he might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 17th day of July, 1996. /s/ JOHN A. HILLENBRAND II John A. Hillenbrand II POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints J. Wayne Leonard, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, his true and lawful attorney- in-fact and agent for him and in his name to sign Registration Statements on Form S-8 or such appropriate form as may be required, including any and all amendments and supplements thereto, for the registration of Common Stock to be offered pursuant to the terms of the Cinergy Corp. 1996 Long- Term Incentive Compensation Plan (the "Plan"), and of participations (interests) in the Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that he might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 18th day of July, 1996. /s/ GEORGE C. JUILFS George C. Juilfs POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints J. Wayne Leonard, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, his true and lawful attorney- in-fact and agent for him and in his name to sign Registration Statements on Form S-8 or such appropriate form as may be required, including any and all amendments and supplements thereto, for the registration of Common Stock to be offered pursuant to the terms of the Cinergy Corp. 1996 Long- Term Incentive Compensation Plan (the "Plan"), and of participations (interests) in the Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that he might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 19th day of July, 1996. /s/ MELVIN PERELMAN Dr. Melvin Perelman POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints J. Wayne Leonard, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, his true and lawful attorney- in-fact and agent for him and in his name to sign Registration Statements on Form S-8 or such appropriate form as may be required, including any and all amendments and supplements thereto, for the registration of Common Stock to be offered pursuant to the terms of the Cinergy Corp. 1996 Long- Term Incentive Compensation Plan (the "Plan"), and of participations (interests) in the Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that he might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 18th day of July, 1996. /s/ THOMAS E. PETRY Thomas E. Petry POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints J. Wayne Leonard, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, his true and lawful attorney- in-fact and agent for him and in his name to sign Registration Statements on Form S-8 or such appropriate form as may be required, including any and all amendments and supplements thereto, for the registration of Common Stock to be offered pursuant to the terms of the Cinergy Corp. 1996 Long- Term Incentive Compensation Plan (the "Plan"), and of participations (interests) in the Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that he might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 17th day of July, 1996. /s/ JACKSON H. RANDOLPH Jackson H. Randolph POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints J. Wayne Leonard, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, his true and lawful attorney- in-fact and agent for him and in his name to sign Registration Statements on Form S-8 or such appropriate form as may be required, including any and all amendments and supplements thereto, for the registration of Common Stock to be offered pursuant to the terms of the Cinergy Corp. 1996 Long- Term Incentive Compensation Plan (the "Plan"), and of participations (interests) in the Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that he might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 17th day of July, 1996. /s/ JAMES E. ROGERS James E. Rogers POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints J. Wayne Leonard, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, his true and lawful attorney- in-fact and agent for him and in his name to sign Registration Statements on Form S-8 or such appropriate form as may be required, including any and all amendments and supplements thereto, for the registration of Common Stock to be offered pursuant to the terms of the Cinergy Corp. 1996 Long- Term Incentive Compensation Plan (the "Plan"), and of participations (interests) in the Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that he might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 22nd day of July, 1996. /s/ JOHN J. SCHIFF, JR. John J. Schiff, Jr. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints J. Wayne Leonard, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, his true and lawful attorney- in-fact and agent for him and in his name to sign Registration Statements on Form S-8 or such appropriate form as may be required, including any and all amendments and supplements thereto, for the registration of Common Stock to be offered pursuant to the terms of the Cinergy Corp. 1996 Long- Term Incentive Compensation Plan (the "Plan"), and of participations (interests) in the Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that he might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 15th day of August, 1996. /s/ PHILIP R. SHARP Dr. Philip R. Sharp POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints J. Wayne Leonard, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, his true and lawful attorney- in-fact and agent for him and in his name to sign Registration Statements on Form S-8 or such appropriate form as may be required, including any and all amendments and supplements thereto, for the registration of Common Stock to be offered pursuant to the terms of the Cinergy Corp. 1996 Long- Term Incentive Compensation Plan (the "Plan"), and of participations (interests) in the Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that he might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 18th day of July, 1996. /s/ VAN P. SMITH Van P. Smith POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints J. Wayne Leonard, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, his true and lawful attorney- in-fact and agent for him and in his name to sign Registration Statements on Form S-8 or such appropriate form as may be required, including any and all amendments and supplements thereto, for the registration of Common Stock to be offered pursuant to the terms of the Cinergy Corp. 1996 Long- Term Incentive Compensation Plan (the "Plan"), and of participations (interests) in the Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that he might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 22nd day of July, 1996. /s/ DUDLEY S. TAFT Dudley S. Taft POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints J. Wayne Leonard, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, his true and lawful attorney- in-fact and agent for him and in his name to sign Registration Statements on Form S-8 or such appropriate form as may be required, including any and all amendments and supplements thereto, for the registration of Common Stock to be offered pursuant to the terms of the Cinergy Corp. 1996 Long- Term Incentive Compensation Plan (the "Plan"), and of participations (interests) in the Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that he might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 19th day of July, 1996. /s/ OLIVER W. WADDELL Oliver W. Waddell EX-24.2 4 CERTIFIED RESOLUTION EXHIBIT 24.2 CERTIFICATE OF ASSISTANT SECRETARY I, JEROME A. VENNEMANN, an Assistant Corporate Secretary of Cinergy Corp., a Delaware corporation, DO HEREBY CERTIFY that the following is a true and correct copy of a resolution duly adopted at a meeting of the Board of Directors duly called and held on April 26, 1996, and that such resolution has not been amended and is in full force and effect on the date hereof: NOW, THEREFORE, BE IT RESOLVED that each of J. Wayne Leonard (Group Vice President and Chief Financial Officer), William L. Sheafer (Treasurer), Cheryl M. Foley (Vice President, General Counsel and Secretary), and Jerome A. Vennemann (Assistant Secretary), with power to act without the others, is authorized to sign Registration Statements on Form S-8 or such appropriate form as may be required, including any and all amendments and supplements thereto, for the registration of Common Stock of this corporation to be offered pursuant to the term of the Plan, and of participations (interests) in the Plan, on behalf of and as attorney for any Director of this corporation. IN WITNESS WHEREOF, I have hereunto subscribed my name this 6th day of December, 1996. /s/ JEROME A. VENNEMANN Assistant Corporate Secretary -----END PRIVACY-ENHANCED MESSAGE-----