-----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, IaN47rwdaIeTZapKRLyxAWTtidHKvIU4lAOpSjEk2m7Q4e+Tfm8jjpDYb2X+NdP9 tkzqZGRNnOns5TrLs17eTw== 0000899652-97-000110.txt : 19970502 0000899652-97-000110.hdr.sgml : 19970502 ACCESSION NUMBER: 0000899652-97-000110 CONFORMED SUBMISSION TYPE: U5S PUBLIC DOCUMENT COUNT: 48 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970501 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: U5S SEC ACT: 1935 Act SEC FILE NUMBER: 001-11377 FILM NUMBER: 97593068 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 U5S 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM U5S ANNUAL REPORT For the Year Ended December 31, 1996 Filed pursuant to the Public Utility Holding Company Act of 1935 by Cinergy Corp. 139 East Fourth Street Cincinnati, Ohio 45202 (Name and address of each registered holding company in the system) TABLE OF CONTENTS Item No. Page_ 1 SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1996 2 ACQUISITIONS OR SALES OF UTILITY ASSETS 3 ISSUE, SALE, PLEDGE, GUARANTEE, OR ASSUMPTION OF SYSTEM SECURITIES 4 ACQUISITION, REDEMPTION, OR RETIREMENT OF SYSTEM SECURITIES 5 INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES 6 OFFICERS AND DIRECTORS Part I. Name, principal business address, and positions held as of December 31, 1996 Part II. Financial connections as of December 31, 1996 Part III. Compensation and other related information 7 CONTRIBUTIONS AND PUBLIC RELATIONS 8 SERVICE, SALES, AND CONSTRUCTION CONTRACTS Part I. Intercompany sales and service Part II. Contracts to purchase services or goods between any system company and any affiliate Part III. Employment of any person by any system company for the performance on a continuing basis of management services 9 WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES 10 FINANCIAL STATEMENTS AND EXHIBITS Index to Financial Statements Exhibits SIGNATURE
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1996 Number of Common % of Issuer's Shares Voting Book Name of Company____________________________________________________ Owned Power Value (Indentation indicates subsidiary relationship) (dollars in thousands) Cinergy Corp. (Cinergy) The Cincinnati Gas & Electric Company (CG&E) 89,663,086 100 $1,545,815 The Union Light, Heat and Power Company (ULH&P) 585,333 100 120,103 Tri-State Improvement Company (Tri-State) 1,000 100 30,145 Lawrenceburg Gas Company (Lawrenceburg) 10,768 100 6,482 The West Harrison Gas and Electric Company (West Harrison) 2,000 100 317 Miami Power Corporation (Miami) 1,000 100 (5) KO Transmission Company (KO Transmission) (1) 10 100 544 PSI Energy, Inc. (PSI)(2) 53,913,701 100 1,029,575 PSI Energy Argentina, Inc. (PSI Energy Argentina) 100 100 11,246 South Construction Company, Inc. (South Construction) 10 100 - Cinergy Investments, Inc. (Investments) (3) (4) 100 100 531,057 CGE ECK, Inc. (CGE ECK)* 10 100 (500) Cinergy Capital & Trading, Inc. (Capital & Trading) (5) 100 100 (527) Cinergy Communications, Inc. (Communications) (6) 100 100 - Cinergy Cooling Corp. (CoolCo) (7) 100 100 (796) Cinergy Resources, Inc. (Cinergy Resources) 10 100 (1,203) Cinergy Technology, Inc. (Technology) 100 100 (448) Cinergy UK, Inc. (Cinergy UK) (8) 1,000 100 528,375 Avon Energy Partners Holdings (8) 330,000,000 50 591,078 Avon Energy Partners PLC (8) 1,701,513,216 100 2,965,711 Midlands Electricity plc (Midlands)(8) 496,655,789 100 2,998,617 Enertech Associates, Inc. (Enertech) (4) 100 100 (14,461) PSI Argentina, Inc. (Argentina)* (9) 100 100 17,343 Costanera Power Corp. (Costanera)* (9) 100 100 - PSI International, Inc.* 100 100 - PSI Power Resource Development, Inc.* 100 100 - PSI Power Resource Operations, Inc.* 100 100 - PSI Recycling, Inc. (Recycling)* (3) 100 100 1,524 PSI Sunnyside, Inc.* 100 100 - PSI T&D International, Inc.* 100 100 - PSI Yacyreta, Inc.* 100 100 - Power Equipment Supply Co. (PESCO)* (10) 100 100 4,678 Cinergy Services, Inc. (Services) 50 100 - *Inactive at December 31, 1996. - -Amounts are less than $1,000. Notes are on the next page.
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1996 (CONTINUED) Owner's Book Unsecured Name of Company____________________________________________________ Value Debt__ (Indentation indicates subsidiary relationship) (dollars in thousands) Cinergy Corp. (Cinergy) The Cincinnati Gas & Electric Company (CG&E) $1,545,815 The Union Light, Heat and Power Company (ULH&P) 120,103 Tri-State Improvement Company (Tri-State) 454 $29,691 Lawrenceburg Gas Company (Lawrenceburg) 6,482 The West Harrison Gas and Electric Company (West Harrison) 317 Miami Power Corporation (Miami) (5) KO Transmission Company (KO Transmission) (1) 544 PSI Energy, Inc. (PSI)(2) 1,029,575 PSI Energy Argentina, Inc. (PSI Energy Argentina) 11,246 South Construction Company, Inc. (South Construction) - Cinergy Investments, Inc. (Investments) (3) (4) 531,057 CGE ECK, Inc. (CGE ECK)* (500) Cinergy Capital & Trading, Inc. (Capital & Trading) (5) (527) Cinergy Communications, Inc. (Communications) (6) - Cinergy Cooling Corp. (CoolCo) (7) (796) Cinergy Resources, Inc. (Cinergy Resources) (1,203) Cinergy Technology, Inc. (Technology) (448) Cinergy UK, Inc. (Cinergy UK) (8) 528,375 Avon Energy Partners Holdings (8) 591,078 Avon Energy Partners PLC (8) 2,965,111 Midlands Electricity plc (Midlands)(8) 2,998,617 Enertech Associates, Inc. (Enertech) (4) (14,461) PSI Argentina, Inc. (Argentina)* (9) 17,343 Costanera Power Corp. (Costanera)* (9) - PSI International, Inc.* - PSI Power Resource Development, Inc.* - PSI Power Resource Operations, Inc.* - PSI Recycling, Inc. (Recycling)* (3) 1,524 PSI Sunnyside, Inc.* - PSI T&D International, Inc.* - PSI Yacyreta, Inc.* - Power Equipment Supply Co. (PESCO)* (10) 4,678 Cinergy Services, Inc. (Services) - *Inactive at December 31, 1996. - -Amounts are less than $1,000. Notes are on the next page.
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE, OR ASSUMPTION OF SYSTEM SECURITIES Principal Amount Name of Company or Stated Value_ _ Name of Issuer Issuing, Selling, Pledged, and Pledging, Guaranteeing, Issued Guaranteed, Date of Commission Title of Issue____ or Assuming Securities_ and Sold or Assumed Transaction Proceeds Authorization_ _ (in thousands) PSI Pollution Control Notes Rule 52 (See certificate Variable Rate due of notification on January 1, 2014 and Form U-6B-2 filed on March 1, 2019 PSI $ 24,600 11/7/96 $24,539 November 12, 1996.) 6.25%, due December 15, 2005 Rule 52 (See certificate (Notes are callable of notification on and/or puttable on Form U-6B-2 filed on December 15, 1998) PSI 50,000 12/20/96 50,542 January 7, 1997.) 6.35% Debentures due November 15, 2006 (Redeemable in whole or Rule 52 (See certificate in part at the option of notification on of the holders on Form U-6B-2 filed on November 15, 2000) PSI 100,000 11/21/96 99,500 November 12, 1996.)
ITEM 4. ACQUISITION, REDEMPTION, OR RETIREMENT OF SYSTEM SECURITIES Name of Company Principal Extinguished (E) Commission Acquiring, Number of Amount or Held for Authorization Name of Issuer Redeeming, or Shares Retired Consideration Further or and Title of Issue___ Retiring Securities Redeemed_ (thousands) (thousands)_ Disposition (D)_ Exemption__ CG&E First Mortgage Bonds 10.20% Series CG&E $ 5,000 $ 5,050 E Rule 42 10 20% Series CG&E 131,500 131,500 E Rule 42 Cumulative Preferred Stock Par value $100 per share 4% Series CG&E 1/ 100,165 10,016 2/ E Rule 42 4 3/4% Series CG&E 1/ 88,379 8,838 2/ E Rule 42 7 7/8% Series CG&E 1/ 800,000 80,000 2/ E Rule 42 7 3/8% Series CG&E 1/ 800,000 80,000 2/ E Rule 42 ULH&P First Mortgage Bonds 10.25% Series ULH&P 15,000 15,648 E Rule 42 9 1/2% Series ULH&P 10,000 10,435 E Rule 42 PSI First Mortgage Bonds Series BB, 6 5/8% PSI 5,000 5,000 E Rule 42 Series RR, 9 3/4% PSI 50,000 50,000 E Rule 42 Pollution Control Notes 5 3/4% Series PSI 19,600 19,600 E Rule 42 Cumulative Preferred Stock Par value $100 per share 3 1/2% Series PSI 276 29 13 E Rule 42 7.44% Series PSI 591,288 14,782 15,103 E Rule 42 1/ During the third quarter of 1996, CG&E's parent company, Cinergy Corp., commenced an offer to purchase any and all outstanding shares of preferred stock of CG&E. Through this tender offer, Cinergy purchased 100,165 shares of the 4.00% Series, 88,379 shares of the 4.75% Series, and all of the outstanding shares of the 7.875% Series and the 7.375% Series. Cinergy made a capital contribution to CG&E of the shares it acquired and CG&E cancelled the shares. (See Rel. No. 35-26569, September 11, 1996.) 2/ Total consideration paid for the CG&E preferred stock reacquisition was $197 million. This amount includes the cost of reacquiring the preferred stock, totaling $18 million, which represents the difference between the par value of the preferred stock purchased and the price paid, including fees paid to tender agents.
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES Aggregate Amount of Investments Number of 1. Name of in Persons (Entities) Operating in Persons Description of Company Retail Service Area of Owner___ (Entities) __ Persons (Entities)(1)________________________ (in thousands) CG&E $ 80 3 Limited partnerships which own, rehabilitate, and maintain apartment buildings for low income housing CG&E 1,131 2 Limited partnerships which invest in small and minority- or female-owned businesses CG&E 15 1 Community improvement fund CG&E 833 1 Limited liability corporation which invests in projects relating to downtown Cincinnati ULH&P 2 2 Economic development corp. PSI 4,035 3 Limited partnerships which make long-term investments in Indiana and other mid-western businesses PSI 525 1 Limited partnership which invests in start-up companies PSI 4 1 Oil company PSI 5 1 Economic development corp. PSI 8 1 Retail department store PSI 38 1 Retail department store PSI 138 1 Manufacturer of construction materials PSI 1 1 Economic development corp. PSI 6 1 Drug store/pharmacy PSI 4 1 Owns and operates hotels PSI 3 1 Economic development corp. PSI 1 1 Economic development corp. PSI 1 6(2) Economic development corp., country clubs, jeweler, barge company, and bus company Investments 833 1 Limited liability corporation which invests in projects relating to downtown Cincinnati Technology 833 1 Limited liability corporation which invests in projects relating to downtown Cincinnati Cinergy 834 1 Limited liability corporation which invests in projects relating to downtown Cincinnati (1) All of PSI's investments in securities, except for its partnership interests, represent bankruptcy distributions applicable to obligations of customers incurred in the ordinary course of business. (2) Represents small ownership interest in six unrelated companies.
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES (Continued) 2. Securities not included in Item 5, No. 1: Owner's Name of Name of Description Number of % of Nature of Book Value Company Issuer_______ of Security____ Shares__ Voting Power Business__________ (in thousands) Ohio Valley CG&E Electric Corp. Common stock 9,000 9% Public Utility $ 900 Circle PSI Center Mall Limited partnership N/A 4.2% Shopping Mall 3,015 Refurbish and EMC Technologies, manufacture large PSI Inc. Preferred stock 3,483 (2) electrical equipment 4 Invests in minority-owned PSI Lynx Capital Corp. Stock 25 (2) businesses 127 Limited liability Czech Republic CGE ECK ECK s.r.o. corporation N/A 3% generating facility -(1) (1) This investment was written off in 1994. CGE ECK has entered into a contract to sell this interest. (2) Not available. (3) Pursuant to an Order issued August 28, 1996 (Release No. 35-26562) Cinergy acquired a limited partnership interest in Nth Power Technology Fund I, L.P. For more information with respect to Cinergy's investment, see Rule 24 Certificate in File No. 70-8867 filed December 2, 1996.
ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1996 Part I POSITION HELD AT NAME (ADDRESS)* DECEMBER 31, 1996* Cinergy Neil A. Armstrong (a) D James K. Baker (c) D Michael G. Browning (d) D Phillip R. Cox (e) D Kenneth M. Duberstein (f) D John A. Hillenbrand II (g) D George C. Juilfs (h) D Melvin Perelman, Ph.D. (i) D Thomas E. Petry (j) D Jackson H. Randolph (a) D,CM James E. Rogers (a) D,VCM,P,CEO John J. Schiff, Jr. (k) D Philip R. Sharp, Ph.D. (l) D Van P. Smith (m) D Dudley S. Taft (n) D Oliver W. Waddell (o) D Cheryl M. Foley (a) VP,GC,S William J. Grealis (a) VP J. Joseph Hale, Jr. (a) VP M. Stephen Harkness (b) VP Elizabeth K. Lanier (a) VP J. Wayne Leonard (a) GVP,CFO Jerry W. Liggett (a) VP John M. Mutz (b) VP Stephen G. Salay (a) GVP Michael M. Sample (b) VP William L. Sheafer (a) T Larry E. Thomas (a) GVP,CTO Wendy L. Aumiller (a) AT Charles J. Winger (a) C John P. Steffen (a) AC John E. Polley (b) AS Jerome A. Vennemann (a) AS Services Jackson H. Randolph (a) D,CM James E. Rogers (a) D,VCM,P,CEO Cheryl M. Foley (a) D,VP,GC,S William J. Grealis (a) D,VP J. Joseph Hale, Jr. (a) VP M. Stephen Harkness (b) VP Elizabeth K. Lanier (a) VP J. Wayne Leonard (a) D,GVP,CFO Jerry W. Liggett (a) VP John M. Mutz (b) VP Stephen G. Salay (a) D,GVP * Address codes and position descriptions are listed on page 20. ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1996 (Continued) Part I POSITION HELD AT NAME (ADDRESS)* DECEMBER 31, 1996* Services (Continued) Michael M. Sample (b) VP William L. Sheafer (a) T Larry E. Thomas (a) D,GVP,CTO Wendy L. Aumiller (a) AT Charles J. Winger (a) C John P. Steffen (a) AC John E. Polley (b) AS Jerome A. Vennemann (a) AS CG&E Jackson H. Randolph (a) D,CM James E. Rogers (a) D,VCM,CEO William J. Grealis (a) D,P Cheryl M. Foley (a) VP,GC,S Elizabeth K. Lanier (a) VP J. Wayne Leonard (a) GVP,CFO Stephen G. Salay (a) GVP Larry E. Thomas (a) GVP,CTO William L. Sheafer (a) T Wendy L. Aumiller (a) AT Charles J. Winger (a) C John P. Steffen (a) AC John E. Polley (b) AS Jerome A. Vennemann (a) AS ULH&P Jackson H. Randolph (a) D,CM James E. Rogers (a) D,VCM,CEO William J. Grealis (a) D,P Cheryl M. Foley (a) D,VP,GC,S Elizabeth K. Lanier (a) VP J. Wayne Leonard (a) D,GVP,CFO Stephen G. Salay (a) D Larry E. Thomas (a) D,GVP,CTO William L. Sheafer (a) T Wendy L. Aumiller (a) AT Charles J. Winger (a) C John P. Steffen (a) AC John E. Polley (b) AS Jerome A. Vennemann (a) AS * Address codes and position descriptions are listed on page 20. ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1996 (Continued) Part I POSITION HELD AT NAME (ADDRESS)* DECEMBER 31, 1996* Tri-State Jackson H. Randolph (a) D,CM James E. Rogers (a) D,VCM,CEO William J. Grealis (a) D,P Cheryl M. Foley (a) VP,GC,S J. Wayne Leonard (a) D,GVP,CFO Larry E. Thomas (a) D,GVP,CTO William L. Sheafer (a) T Wendy L. Aumiller (a) AT Charles J. Winger (a) C John P. Steffen (a) AC John E. Polley (b) AS Jerome A. Vennemann (a) AS Lawrenceburg Jackson H. Randolph (a) D,CM James E. Rogers (a) D,VCM,CEO William J. Grealis (a) P Cheryl M. Foley (a) VP,GC,S J. Wayne Leonard (a) GVP,CFO Larry E. Thomas (a) GVP,CTO John M. Mutz (b) D William L. Sheafer (a) T Wendy L. Aumiller (a) AT Charles J. Winger (a) C John P. Steffen (a) AC John E. Polley (b) AS Jerome A. Vennemann (a) AS Vincent E. Andres (a) D Bernard L. Huff (a) D West Harrison Jackson H. Randolph (a) D,CM James E. Rogers (a) D,VCM,CEO William J. Grealis (a) P Cheryl M. Foley (a) VP,GC,S J. Wayne Leonard (a) GVP,CFO Larry E. Thomas (a) GVP,CTO John M. Mutz (b) D William L. Sheafer (a) T Wendy L. Aumiller (a) AT Charles J. Winger (a) C John P. Steffen (a) AC John E. Polley (b) AS Jerome A. Vennemann (a) AS Vincent E. Andres (a) D Bernard L. Huff (a) D * Address codes and position descriptions are listed on page 20. ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1996 (Continued) Part I POSITION HELD AT NAME (ADDRESS)* DECEMBER 31, 1996* Miami Jackson H. Randolph (a) D,CM James E. Rogers (a) D,VCM,CEO William J. Grealis (a) P Cheryl M. Foley (a) VP,GC,S J. Wayne Leonard (a) GVP,CFO Larry E. Thomas (a) GVP,CTO John M. Mutz (b) D William L. Sheafer (a) T Wendy L. Aumiller (a) AT Charles J. Winger (a) C John P. Steffen (a) AC John E. Polley (b) AS Jerome A. Vennemann (a) AS Vincent E. Andres (a) D Bernard L. Huff (a) D KO Transmission Jackson H. Randolph (a) D,CM James E. Rogers (a) D,VCM,CEO William J. Grealis (a) D,P Cheryl M. Foley (a) D,VP,GC,S J. Wayne Leonard (a) GVP,CFO Larry E. Thomas (a) GVP,CTO William L. Sheafer (a) T Wendy L. Aumiller (a) AT Charles J. Winger (a) C John P. Steffen (a) AC John E. Polley (b) AS Jerome A. Vennemann (a) AS PSI James K. Baker (c) D Michael G. Browning (d) D John A. Hillenbrand II (g) D John M. Mutz (b) D,P Jackson H. Randolph (a) D,CM James E. Rogers (a) D,VCM,CEO Van P. Smith (m) D Cheryl M. Foley (a) VP,GC,S Elizabeth K. Lanier (a) VP J. Wayne Leonard (a) GVP,CFO Stephen G. Salay (a) GVP Larry E. Thomas (a) GVP,CTO William L. Sheafer (a) T Wendy L. Aumiller (a) AT * Address codes and position descriptions are listed on page 20. ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1996 (Continued) Part I POSITION HELD AT NAME (ADDRESS)* DECEMBER 31, 1996* PSI (Continued) Charles J. Winger (a) C John P. Steffen (a) AC Ronald J. Brothers (b) AS John E. Polley (b) AS Jerome A. Vennemann (a) AS PSI Energy Argentina Jackson H. Randolph (a) D James E. Rogers (a) D William J. Grealis (a) D,P Cheryl M. Foley (a) D,S J. Wayne Leonard (a) VP William L. Sheafer (a) T Charles J. Winger (a) C Jerome A. Vennemann (a) AS South Construction Jackson H. Randolph (a) D James E. Rogers (a) D John M. Mutz (b) D,P Cheryl M. Foley (a) D,S J. Wayne Leonard (a) VP William L. Sheafer (a) T Charles J. Winger (a) C Jerome A. Vennemann (a) AS Investments Jackson H. Randolph (a) D,CM James E. Rogers (a) D,VCM,CEO William J. Grealis (a) D,P Cheryl M. Foley (a) D,VP,GC,S J. Wayne Leonard (a) D,VP,CFO Stephen G. Salay (a) D John M. Mutz (b) D William L. Sheafer (a) T Charles J. Winger (a) C Jerome A. Vennemann (a) AS * Address codes and position descriptions are listed on page 20 ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1996 (Continued) Part I POSITION HELD AT NAME (ADDRESS)* DECEMBER 31, 1996* CGE ECK Jackson H. Randolph (a) D James E. Rogers (a) D William J. Grealis (a) D,P Cheryl M. Foley (a) D,S J. Wayne Leonard (a) VP William L. Sheafer (a) T Charles J. Winger (a) C Jerome A. Vennemann (a) AS Cinergy Resources Jackson H. Randolph (a) D James E. Rogers (a) D William J. Grealis (a) D,P Cheryl M. Foley (a) D,S J. Wayne Leonard (a) VP William L. Sheafer (a) T Charles J. Winger (a) C Jerome A. Vennemann (a) AS Argentina Jackson H. Randolph (a) D James E. Rogers (a) D William J. Grealis (a) D,P Cheryl M. Foley (a) D,S J. Wayne Leonard (a) VP William L. Sheafer (a) T Charles J. Winger (a) C Jerome A. Vennemann (a) AS Costanera Jackson H. Randolph (a) D James E. Rogers (a) D William J. Grealis (a) D,P Cheryl M. Foley (a) D,S J. Wayne Leonard (a) VP William L. Sheafer (a) T Charles J. Winger (a) C Jerome A. Vennemann (a) AS * Address codes and position descriptions are listed on page 20 ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1996 (Continued) Part I POSITION HELD AT NAME (ADDRESS)* DECEMBER 31, 1996* Technology Jackson H. Randolph (a) D James E. Rogers (a) D William J. Grealis (a) D,P Cheryl M. Foley (a) D,S J. Wayne Leonard (a) VP John M. Mutz (b) VP William L. Sheafer (a) T Charles J. Winger (a) C Jerome A. Vennemann (a) AS PSI International, Inc. Jackson H. Randolph (a) D James E. Rogers (a) D William J. Grealis (a) D,P Cheryl M. Foley (a) D,S J. Wayne Leonard (a) VP William L. Sheafer (a) T Charles J. Winger (a) C Jerome A. Vennemann (a) AS PSI Power Resource Development, Inc. Jackson H. Randolph (a) D James E. Rogers (a) D William J. Grealis (a) D,P Cheryl M. Foley (a) D,S J. Wayne Leonard (a) VP William L. Sheafer (a) T Charles J. Winger (a) C Jerome A. Vennemann (a) AS PSI Power Resource Operations, Inc. Jackson H. Randolph (a) D James E. Rogers (a) D William J. Grealis (a) D,P Cheryl M. Foley (a) D,S J. Wayne Leonard (a) VP William L. Sheafer (a) T Charles J. Winger (a) C Jerome A. Vennemann (a) AS * Address codes and position descriptions are listed on page 20 ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1996 (Continued) Part I POSITION HELD AT NAME (ADDRESS)* DECEMBER 31, 1996* Recycling Jackson H. Randolph (a) D James E. Rogers (a) D William J. Grealis (a) D,P Cheryl M. Foley (a) D,S J. Wayne Leonard (a) VP William L. Sheafer (a) T Charles J. Winger (a) C Jerome A. Vennemann (a) AS PSI Sunnyside, Inc. Jackson H. Randolph (a) D James E. Rogers (a) D William J. Grealis (a) D,P Cheryl M. Foley (a) D,S J. Wayne Leonard (a) VP William L. Sheafer (a) T Charles J. Winger (a) C Jerome A. Vennemann (a) AS PSI T&D International, Inc. Jackson H. Randolph (a) D James E. Rogers (a) D William J. Grealis (a) D,P Cheryl M. Foley (a) D,S J. Wayne Leonard (a) VP William L. Sheafer (a) T Charles J. Winger (a) C Jerome A. Vennemann (a) AS PSI Yacyreta, Inc. Jackson H. Randolph (a) D James E. Rogers (a) D William J. Grealis (a) D,P Cheryl M. Foley (a) D,S J. Wayne Leonard (a) VP William L. Sheafer (a) T Charles J. Winger (a) C Jerome A. Vennemann (a) AS * Address codes and position descriptions are listed on page 20. ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1996 (Continued) Part I POSITION HELD AT NAME (ADDRESS)* DECEMBER 31, 1996* PESCO Jackson H. Randolph (a) D James E. Rogers (a) D William J. Grealis (a) D,P Cheryl M. Foley (a) D,S J. Wayne Leonard (a) VP William L. Sheafer (a) T Charles J. Winger (a) C Jerome A. Vennemann (a) AS Enertech Jackson H. Randolph (a) D James E. Rogers (a) D William J. Grealis (a) P Cheryl M. Foley (a) S J. Wayne Leonard (a) VP William L. Sheafer (a) T Charles J. Winger (a) C Jerome A. Vennemann (a) AS Scott A. Haag (a) D Barry E. Pulskamp (a) D John J. Roebel (a) D Capital & Trading Jackson H. Randolph (a) D James E. Rogers (a) D J. Wayne Leonard (a) D,P Cheryl M. Foley (a) D,VP,S William L. Sheafer (a) T Charles J. Winger (a) C Jerome A. Vennemann (a) AS Communications Jackson H. Randolph (a) D James E. Rogers (a) D William J. Grealis (a) D,P Cheryl M. Foley (a) D,S J. Wayne Leonard (a) VP William L. Sheafer (a) T Charles J. Winger (a) C Jerome A. Vennemann (a) AS * Address codes and position descriptions are listed on page 20. ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1996 (Continued) Part I POSITION HELD AT NAME (ADDRESS)* DECEMBER 31, 1996* CoolCo Jackson H. Randolph (a) D James E. Rogers (a) D William J. Grealis (a) D,P Cheryl M. Foley (a) D,S J. Wayne Leonard (a) VP William L. Sheafer (a) T Charles J. Winger (a) C Jerome A. Vennemann (a) AS Cinergy UK James E. Rogers (a) D,CEO Cheryl M. Foley (a) D,P,S William J. Grealis (a) VP J. Wayne Leonard (a) D,VP William L. Sheafer (a) T Charles J. Winger (a) C Jerome A. Vennemann (a) AS Avon Energy Partners Holdings James E. Rogers (a) D,VCM Cheryl M. Foley (a) D J. Wayne Leonard (a) D Avon Energy Partners PLC James E. Rogers (a) D,VCM Cheryl M. Foley (a) D J. Wayne Leonard (a) D Midlands Electricity plc James E. Rogers (a) D,VCM Cheryl M. Foley (a) D J. Wayne Leonard (a) D * Address codes and position descriptions are listed on page 20. ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1996 (Continued) Part I Address Codes: (a) 139 East Fourth Street, Cincinnati, Ohio 45202 (b) 1000 East Main Street, Plainfield, Indiana 46168 (c) One Noblitt Plaza, Columbus, Indiana 47202 (d) 251 North Illinois, Suite 200, Indianapolis, Indiana 46204 (e) 105 East Fourth Street, Suite 600, Cincinnati, Ohio 45202 (f) 2100 Pennsylvania Avenue, N.W., Suite 350, Washington, D.C. 20037 (g) 324 Mitchell Avenue, Batesville, Indiana 47006 (h) One Riverfront Place, Newport, Kentucky 41071 (i) 8751 Jaffa Court, E. Drive, Apt. 16, Indianapolis, Indiana 46260 (j) 580 Walnut Street, P.O. Box 779, Cincinnati, Ohio 45201 (k) P.O. Box 145496, Cincinnati, Ohio 45250-5496 (l) 79 JFK Street, Cambridge, Massachusetts 02138 (m) 123 East Adams Street, Muncie, Indiana 47305 (n) 312 Walnut Street, Suite 3550, Cincinnati, Ohio 45202 (o) P.O. Box 1038, 425 Walnut Street, Cincinnati, Ohio 45201-1038 Positions are indicated by the following symbols: AC Assistant Comptroller AS Assistant Secretary AT Assistant Treasurer C Comptroller CEO Chief Executive Officer CFO Chief Financial Officer CM Chairman of the Board CTO Chief Transformation Officer D Director GC General Counsel GVP Group Vice President P President S Secretary T Treasurer VCM Vice Chairman VP Vice President
ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1996 (Continued) Part II Name of Officer Name and Location Position Held in Applicable or Director of Financial Institution Financial Institution Exemption Rule James K. Baker First Chicago NBD Corp. Director 70(b),(d) Chicago, Illinois Phillip R. Cox Cincinnati Office of the Director 70(h) Federal Reserve Bank of Cleveland Cleveland, Ohio PNC Bank, Ohio, N.A. Director 70(a) Cincinnati, Ohio John A. Hillenbrand II National City Bank Director 70(a),(c) Indianapolis, Indiana George C. Juilfs Cincinnati Office of the Chairman, Director 70(h) Federal Reserve Bank of Cleveland Cleveland, Ohio John M. Mutz National City Bank Director 70(c),(e),(f) Indianapolis, Indiana Thomas E. Petry Star Banc Corporation Director 70(a) Cincinnati, Ohio Star Bank, N.A. Director 70(a) Cincinnati, Ohio Jackson H. Randolph PNC Bank Corp. Director 70(b),(d), Pittsburgh, Pennsylvania (e),(f) PNC Bank, Ohio, N.A. Director 70(a),(c), Cincinnati, Ohio (e),(f) James E. Rogers Fifth Third Bancorp Director 70(a),(c), Cincinnati, Ohio (e),(f) The Fifth Third Bank Director 70(a),(c), Cincinnati, Ohio (e),(f) John J. Schiff, Jr. Fifth Third Bancorp Director 70(a) Cincinnati, Ohio The Fifth Third Bank Director 70(a) Cincinnati, Ohio Dudley S. Taft Fifth Third Bancorp Director 70(a) Cincinnati, Ohio The Fifth Third Bank Director 70(a) Cincinnati, Ohio Oliver W. Waddell Star Banc Corporation Director 70(a) Cincinnati, Ohio Star Bank, N.A. Director 70(a) Cincinnati, Ohio
ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1996 (Continued) Part III (a) and (e) Directors' and Executive Officers' Compensation and Participation in Bonus and Profit-Sharing Arrangements and Other Benefits For information concerning compensation of directors and executive officers and their participation in bonus and profit-sharing and other benefits, see the disclosures made in the: 1997 Cinergy Proxy Statement (Proxy Statement*), pages 8 through 9 and pages 11 through 23, for Cinergy and Investments and subsidiaries. 1996 Annual Report on Form 10-K (Form 10-K), pages 150 through 151, for CG&E and subsidiaries. 1997 PSI Information Statement (Information Statement*), pages 6 through 18 (as supplemented in Exhibit F-8), for PSI and subsidiaries. (b) Directors' and Executive Officers' Interests in Securities of System Companies For information concerning interests in system companies, see the disclosures (as supplemented in Exhibit F-8) made in the: Proxy Statement, page 10, for Cinergy and Investments and subsidiaries. Form 10-K, page 152, for CG&E and subsidiaries. Information Statement, pages 2 and 3, for PSI and subsidiaries. (c) Directors' and Executive Officers' Contracts and Transactions with System Companies For information concerning contracts and transactions with system companies, see the disclosures made in the: Proxy Statement, pages 20 through 22, for Cinergy and Investments and subsidiaries. Information Statement, pages 16 through 18, for PSI and subsidiaries. (d) Indebtedness of Directors or Executive Officers to System Companies None (f) Directors' and Executive Officers' Rights to Indemnity The state laws under which each of Cinergy and its domestic direct and indirect subsidiaries is incorporated provide broadly for indemnification of directors and officers against claims and liabilities against them in their capacities as such. Each of such company's articles of incorporation, charters, by-laws, or regulations identifying these rights to indemnify are incorporated by reference or contained herein as exhibits. *The Proxy Statement and Information Statement are hereby incorporated by reference (see File Nos. 1-11377 and 1-3543, respectively). ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS (1) None(1) (1) Cinergy and PSI have established separate segregated funds or political action committees and have incurred certain costs in the administration of these committees in accordance with the provisions of the Federal Election Campaign Act. (2)
Name of Company Name of Recipient or Beneficiary Purpose Account Charged* Amount Cinergy Less than $10,000 - 1 beneficiary Support (1) $500 $500 CG&E Citizens for a Major League Future Support (1) $15,000 Citizens for Childrens Services of Hamilton Co. Support (1) 13,000 Edison Electric Institute Dues, fees, support (2) 21,744 Greater Cincinnati Chamber of Commerce Dues, fees, support (2) 143,639 Institute on Advanced Manufacturing Science, Inc. Dues and fees (2) 71,334 Ohio Gas Association Dues and fees (2) 15,257 Over-the Rhine Foundation Support (2) 10,000 Less than $10,000 - 36 beneficiaries Dues, fees, support (1), (2) 67,191 $357,165 ULH&P Northern Kentucky Chamber of Commerce Dues, fees, support (2) $10,729 Less than $10,000 - 15 beneficiaries Dues, fees, support (2) 25,221 $35,950 PSI Alliance for Growth and Progress, Inc. Dues, fees, support (1), (2) $22,055 Edison Electric Institute Dues, fees, support (2) 32,860 Electric League of Indiana, Inc. Dues and fees (2) 10,100 Indiana Chamber of Commerce Support (2) 25,250 Indiana Department of Commerce Support (2) 35,000 Voices For I-69 Support (2) 10,000 Less than $10,000 - 27 beneficiaries Dues, fees, support (1), (2), (3) 30,125 $165,390 *Account Charged: (1) Income deduction (2) Operating expense (3) Other balance sheet accounts
ITEM 8. SERVICE, SALES, AND CONSTRUCTION CONTRACTS Part I In Effect Dec. 31, Serving Receiving Date of 1996 Transaction Company Company Compensation Contract (Yes or No) (in thousands) Propane plant and underground storage cavern ULH&P CG&E $238 5/23/61 Yes Process and sale of recyclable materials Recycling PSI 125 8/1/95 No Process and sale of recyclable materials Recycling CG&E 100 7/31/95 No
ITEM 8 SERVICE, SALES, AND CONSTRUCTION CONTRACTS(Continued) Part I Serving Receiving Transaction Company Company Compensation (in thousands) Customer relations services(1) CG&E Lawrenceburg 27 ULH&P 2,396 West Harrison 19 Gas and/or electric operations(1) CG&E ULH&P 813 West Harrison 25 Miami 4
Part II None Part III In 1996, Barr Devlin Associates was retained to perform financial advisory services and received total consideration during the year of $201 thousand. (1) Pursuant to Rel. No. 35-26146, dated October 21, 1994. ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES Part I (a) PSI Energy Argentina PSI Energy Argentina is a foreign utility company (FUCO). PSI Energy Argentina, an Indiana corporation, owns a 2% interest in Distrilec Invesora, S.A., which owns a 51% interest in Edesur S.A., an electric-distribution network serving the southern half of the city of Buenos Aires, Argentina. The business address of PSI Energy Argentina is 251 North Illinois Street, Suite 1410, Indianapolis, Indiana 46204. Midlands Midlands is also a FUCO. Cinergy indirectly owns 50% of Midlands, a corporation organized under the laws of England, which serves approximately 2.2 million customers in mid-central England. One of twelve regional electric companies in England, Midlands is primarily a distribution company, purchasing most of its electricity requirements from third party generators. The business address of Midlands is Mucklow Hill, Halesowen, West Midlands B628BP. (b) PSI Energy Argentina PSI holds 100 shares of PSI Energy Argentina's no par value common stock. At December 31, 1996, PSI's equity investment in PSI Energy Argentina was $11 million. Cinergy has neither directly nor indirectly guaranteed any securities of PSI Energy Argentina. PSI Energy Argentina has no debt or other financial obligations outstanding. No Cinergy subsidiary company, that is not a FUCO or EWG, transferred any assets to PSI Energy Argentina. Midlands Avon Energy holds all of Midlands common stock. At December 31, 1996, Cinergy's equity investment in Midlands was $503 million. The total consideration paid by Avon Energy was approximately 1.7 billion pounds sterling ($2.6 billion at then existing currency exchange rates). The funds for the acquisition were obtained from Cinergy's and GPU's investment in Avon Energy of approximately 330 million pounds sterling each ($500 million each), with the remainder being obtained by Avon Energy through the issuance of non-recourse debt. Cinergy has used dollar denominated debt to finance its entire $503 million equity investment in Midlands, with Cinergy initially borrowing $471 million under a bank credit facility and Cinergy UK initially borrowing $32 million under a separate bank credit facility. The lenders under the latter facility have recourse solely to Cinergy UK and its assets for repayment of borrowings thereunder. Cinergy has neither directly nor indirectly guaranteed any securities of Midlands. No Cinergy subsidiary company, that is not a FUCO or EWG, transferred any assets to Midlands. (c) PSI Energy Argentina PSI Energy Argentina had no debt outstanding at December 31, 1996. Earnings for the year ended December 31, 1996, were $541 thousand for PSI Energy Argentina. Midlands Filed pursuant to Rule 104(b). (d) PSI Energy Argentina and Midlands Non-utility service agreement, as amended, among Cinergy, non- utility subsidiaries of Cinergy, and Services. (Pursuant to Rel. No. 35-26662, dated 2-7-97.) In 1996, Services rendered accounting, executive, financial, legal and tax services to PSI Energy Argentina in the amount of $123,000. Other Services PSI rendered marketing and corporate development services to PSI Energy Argentina during 1996 in the amount of $1,000. (Pursuant to Rel. No. 35-25674, dated 11-13-92.) No services were provided to Midlands during 1996. Part II PSI Energy Argentina and Midlands See Exhibits H-1, I-1, and I-2. Part III PSI Energy Argentina and Midlands Cinergy had an aggregate investment of $487 million in FUCOs at December 31, 1996. The ratio of Cinergy's aggregate investment in FUCOs to its investment in domestic public utility subsidiary companies is 19%. ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS Consolidating Financial Statements, Schedules, and Notes - - Notes 1 through 16 to the Financial Statements are incorporated herein by reference, in Exhibit A (page 29), in the Cinergy Annual Report on Form 10-K for 1996 (Item 8. Financial Statements and Supplementary Data). - - Notes 1 through 16 to the Financial Statements are incorporated herein by reference, in Exhibit A (page 29), in the CG&E Annual Report on Form 10-K for 1996 (Item 8. Financial Statements and Supplementary Data). - - Notes 1 through 16 to the Financial Statements are incorporated herein by reference, in Exhibit A (page 29), in the PSI Annual Report on Form 10-K for 1996 (Item 8. Financial Statements and Supplementary Data). - - Notes 1 through 16 to the Financial Statements are incorporated herein by reference, in Exhibit A (page 29), in the ULH&P Annual Report on Form 10-K for 1996 (Item 8. Financial Statements and Supplementary Data). Exhibits - - F-1 Report of Independent Public Accountants. - - F-2 Consolidating Financial Statements of Cinergy for 1996. - - F-3 Consolidating Financial Statements of CG&E for 1996. - - F-4 Consolidating Financial Statements of Investments for 1996. - - F-5 Consolidating Financial Statements of PSI for 1996. - - F-6 Consolidating Financial Statements of Cinergy UK for 1996. (Filed pursuant to Rule 104(b).) - - F-7 Item 6. Part III - Supplemental Information Regarding Compensation and Security Ownership of Officers and Directors of System Companies. - - H-1 Organizational chart showing the relationship of PSI Energy Argentina and Midlands to other system companies. - - I-1 Audited Financial Statements of PSI Energy Argentina at or for the year ended December 31, 1996. - - I-2 Audited Financial Statements of Midlands at or for the year ended March 31, 1996. (Exhibit to Cinergy's June 6, 1996, Form 8-K/A in File No. 1-11377.) ITEM 10. EXHIBITS Copies of the documents listed below which are identified with an asterisk (*) have heretofore been filed with the SEC and are incorporated herein by reference and made a part hereof. Exhibits not so identified are filed herewith unless otherwise stated. EXHIBIT DESIGNATION NATURE OF EXHIBIT A-1 *Annual Report of Cinergy on Form 10-K for the year ended December 31, 1996. (File No. 1-11377.) A-2 Annual Report to Shareholders for Cinergy for the year ended December 31, 1996. (Filed under cover of Form SE.) A-3 *Annual Report of CG&E on Form 10-K for the year ended December 31, 1996. (File No. 1-1232.) A-4 *Annual Report of PSI on Form 10-K for the year ended December 31, 1996. (File No. 1-3543.) A-5 *Annual Report of ULH&P on Form 10-K for the year ended December 31, 1996. (File No. 2-7793.) B-1 *Certificate of Incorporation of Cinergy. (Exhibit to Cinergy's 1993 Form 10-K in File No. 1-11377.) B-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.) B-3 *Amended Articles of Incorporation of CG&E effective October 23, 1996. (Exhibit to CG&E's September 30, 1996, Form 10-Q in File No. 1-1232.) B-4 *Regulations of CG&E as amended, adopted April 25, 1996. (Exhibit to CG&E's March 31, 1996, Form 10-Q, in File No. 1-1232.) B-5 *Amended Articles of Consolidation of PSI as amended April 20, 1995. (Exhibit to PSI's June 30, 1995, Form 10-Q in File No. 1-3543.) B-6 *By-laws of PSI as amended October 22, 1996. (Exhibit to PSI's September 30, 1996, Form 10-Q in File No. 1-3543.) B-7 *Restated Articles of Incorporation of ULH&P made effective May 7, 1976. (Exhibit to ULH&P's Form 8-K, May 1976, in File No. 2-7793.) ITEM 10. EXHIBITS (Continued) EXHIBIT DESIGNATION NATURE OF EXHIBIT B-8 *By-laws of ULH&P as amended, adopted May 8, 1996. (Exhibit to ULH&P's March 31, 1996, Form 10-Q in File No. 2-7793.) B-9 *Articles of Incorporation of South Construction. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-10 *By-laws of South Construction. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-11 *Articles of Incorporation of PSI Energy Argentina. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-12 *By-laws of PSI Energy Argentina. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-13 *Certificate of Incorporation of Services. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-14 *By-laws of Services. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-15 *Articles of Incorporation of Miami as amended. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-16 *By-laws of Miami. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-17 *Articles of Incorporation of West Harrison as amended. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-18 *By-laws of West Harrison. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-19 *Articles of Incorporation of Lawrenceburg. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-20 *By-laws of Lawrenceburg. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-21 *Articles of Incorporation of Tri-State. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-22 *Regulations of Tri-State. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-23 *Articles of Incorporation of KO Transmission. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-24 *By-laws of KO Transmission. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-25 *Certificate of Incorporation of Investments. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) ITEM 10. EXHIBITS (Continued) EXHIBIT DESIGNATION NATURE OF EXHIBIT B-26 *By-laws of Investments. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-27 *Certificate of Incorporation of CGE ECK. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-28 *By-laws of CGE ECK. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-29 *Certificate of Incorporation of Cinergy Resources. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-30 *By-laws of Cinergy Resources. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-31 *Articles of Incorporation of Technology. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-32 *By-laws of Technology. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-33 *Articles of Incorporation of Argentina. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-34 *By-laws of Argentina. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-35 *Articles of Incorporation of Costanera. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-36 *By-laws of Costanera. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-37 *Articles of Incorporation of PSI International, Inc. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-38 *By-laws of PSI International, Inc. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-39 *Articles of Incorporation of PSI Power Resource Development, Inc. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-40 *By-laws of PSI Power Resource Development, Inc. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-41 *Articles of Incorporation of PSI Power Resource Operations, Inc. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) ITEM 10. EXHIBITS (Continued) EXHIBIT DESIGNATION NATURE OF EXHIBIT _____________________ B-42 *By-laws of PSI Power Resource Operations, Inc. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-43 *Articles of Incorporation of Recycling. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-44 *By-laws of Recycling. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-45 *Articles of Incorporation of PSI Sunnyside, Inc. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-46 *By-laws of PSI Sunnyside, Inc. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-47 *Articles of Incorporation of PSI T&D International, Inc. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-48 *By-laws of PSI T&D International, Inc. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-49 *Articles of Incorporation of PSI Yacyreta, Inc. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-50 *By-laws of PSI Yacyreta, Inc. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-51 *Articles of Incorporation of PESCO. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-52 *By-laws of PESCO. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-53 Amended Articles of Incorporation of Enertech. B-54 *Regulations of Enertech. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-55 Amended Articles of Incorporation of Capital & Trading. B-56 *By-laws of Capital & Trading. (Exhibit to Cinergy's Form U5S filed May 1, 1996.) B-57 Certificate of Incorporation of Communications. B-58 By-laws of Communications. B-59 *Articles of Incorporation of CoolCo. (Filed as Exhibit to Application-Declaration in File No. 70-8767.) ITEM 10. EXHIBITS (Continued) EXHIBIT DESIGNATION NATURE OF EXHIBITS B-60 *By-laws of CoolCo. (Filed as Exhibit to Application- Declaration in File No. 70-8767.) B-61 Certificate of Incorporation of Cinergy, UK. B-62 By-laws of Cinergy, UK. B-63 Articles of Association of Avon Energy Partners Holdings. B-64 Articles of Association of Avon Energy Partners PLC. B-65 Articles of Association of Midlands. C-1 *Original Indenture (First Mortgage Bonds) between CG&E and The Bank of New York (as successor Trustee) dated as of August 1, 1936. (Exhibit to CG&E's Registration Statement No. 2-2374.) C-2 *Tenth Supplemental Indenture between CG&E and The Bank of New York dated as of July 1, 1967. (Exhibit to CG&E's Registration Statement No. 2-26549.) C-3 *Eleventh Supplemental Indenture between CG&E and The Bank of New York dated as of May 1, 1969. (Exhibit to CG&E's Registration Statement No. 2-32063.) C-4 *Thirteenth Supplemental Indenture between CG&E and The Bank of New York dated as of November 1, 1971. (Exhibit to CG&E's Registration Statement No. 2-41974.) C-5 *Fourteenth Supplemental Indenture between CG&E and The Bank of New York dated as of November 2, 1972. (Exhibit to CG&E's Registration Statement No. 2-60961.) C-6 *Fifteenth Supplemental Indenture between CG&E and The Bank of New York dated as of August 1, 1973. (Exhibit to CG&E's Registration Statement No. 2-60961.) C-7 *Thirty-second Supplemental Indenture between CG&E and The Bank of New York dated as of December 15, 1991. (Exhibit to CG&E's Registration Statement No. 33-45115.) C-8 *Thirty-third Supplemental Indenture between CG&E and The Bank of New York dated as of September 1, 1992. (Exhibit to CG&E's Registration Statement No. 33-53578.) ITEM 10. EXHIBITS (Continued) EXHIBIT DESIGNATION NATURE OF EXHIBITS C-9 *Thirty-fourth Supplemental Indenture between CG&E and The Bank of New York dated as of October 1, 1993. (Exhibit to CG&E's September 30, 1993, Form 10-Q in File No. 1-1232.) C-10 *Thirty-fifth Supplemental Indenture between CG&E and The Bank of New York dated as of January 1, 1994. (Exhibit to CG&E's Registration Statement No. 33-52335.) C-11 *Thirty-sixth Supplemental Indenture between CG&E and The Bank of New York dated as of February 15, 1994. (Exhibit to CG&E's Registration Statement No. 33-52335.) C-12 *Thirty-seventh Supplemental Indenture between CG&E and The Bank of New York dated as of October 4, 1996. (Exhibit to Cinergy's 1996 Form 10-K in File No. 1-11377.) C-13 *Loan Agreement between CG&E and County of Boone, Kentucky dated as of February 1, 1985. (Exhibit to CG&E's 1984 Form 10-K in File No. 1-1232.) C-14 *Loan Agreement between CG&E and State of Ohio Air Quality Development Authority dated as of December 1, 1985. (Exhibit to CG&E's 1985 Form 10-K in File No. 1-1232.) C-15 *Loan Agreement between CG&E and State of Ohio Air Quality Development Authority dated as of December 1, 1985. (Exhibit to CG&E's 1985 Form 10-K in File No. 1-1232.) C-16 *Repayment Agreement between CG&E and The Dayton Power and Light Company dated as of December 23, 1992. (Exhibit to CG&E's 1992 Form 10-K in File No. 1-1232.) C-17 *Loan Agreement between CG&E and State of Ohio Water Development Authority dated as of January 1, 1994. (Exhibit to CG&E's 1993 Form 10-K in File No. 1-1232.) C-18 *Loan Agreement between CG&E and State of Ohio Air Quality Development Authority dated as of January 1, 1994. (Exhibit to CG&E's 1993 Form 10-K in File No. 1-1232.) C-19 *Loan Agreement between CG&E and County of Boone, Kentucky dated as of January 1, 1994. (Exhibit to CG&E's 1993 Form 10-K in File No. 1-1232.) C-20 *Original Indenture (Unsecured Debt Securities) between CG&E and The Fifth Third Bank dated as of May 15, 1995. (Exhibit to CG&E's Form 8-A dated July 24, 1995, in File No. 1-1232.) C-21 *First Supplemental Indenture between CG&E and The Fifth Third Bank dated as of June 1, 1995. (Exhibit to CG&E's June 30, 1995, Form 10-Q in File No. 1-1232.) ITEM 10. EXHIBITS (Continued) EXHIBIT DESIGNATION NATURE OF EXHIBITS C-22 *Second Supplemental Indenture between CG&E and The Fifth Third Bank dated as of June 30, 1995. (Exhibit to CG&E's Form 8-A dated July 24, 1995, in File No. 1-1232.) C-23 *Loan Agreement between CG&E and the State of Ohio Air Quality Development Authority dated as of September 13, 1995. (Exhibit to CG&E's September 30, 1995, Form 10-Q in File No. 1-1232.) C-24 *Loan Agreement between CG&E and the State of Ohio Air Quality Development Authority dated as of September 13, 1995. (Exhibit to CG&E's September 30, 1995, Form 10-Q in File No. 1-1232.) C-25 *Original Indenture (First Mortgage Bonds) dated September 1, 1939, between PSI and The First National Bank of Chicago, as Trustee (Exhibit A-Part 3 in File No. 70- 258), and LaSalle National Bank as successor Trustee (Supplemental Indenture dated March 30, 1984). C-26 *Nineteenth Supplemental Indenture between PSI and The First National Bank of Chicago dated January 1, 1972. (Exhibit to File No. 2-42545.) C-27 *Twenty-third Supplemental Indenture between PSI and The First National Bank of Chicago dated January 1, 1977. (Exhibit to File No. 2-57828.) C-28 *Twenty-fifth Supplemental Indenture between PSI and The First National Bank of Chicago dated September 1, 1978. (Exhibit to File No. 2-62543.) C-29 *Twenty-seventh Supplemental Indenture between PSI and The First National Bank of Chicago dated March 1, 1979. (Exhibit to File No. 2-63753.) C-30 *Thirty-fifth Supplemental Indenture between PSI and The First National Bank of Chicago dated March 30, 1984. (Exhibit to PSI's 1984 Form 10-K in File No. 1-3543.) C-31 *Thirty-ninth Supplemental Indenture between PSI and The First National Bank of Chicago dated March 15, 1987. (Exhibit to PSI's 1987 Form 10-K in File No. 1-3543.) C-32 *Forty-first Supplemental Indenture between PSI and The First National Bank of Chicago dated June 15, 1988. (Exhibit to PSI's 1988 Form 10-K in File No. 1-3543.) C-33 *Forty-second Supplemental Indenture between PSI and The First National Bank of Chicago dated August 1, 1988. (Exhibit to PSI's 1988 Form 10-K in File No. 1-3543.) C-34 *Forty-fourth Supplemental Indenture between PSI and The First National Bank of Chicago dated March 15, 1990. (Exhibit to PSI's 1990 Form 10-K in File No. 1-3543.) ITEM 10. EXHIBITS (Continued) EXHIBIT DESIGNATION NATURE OF EXHIBITS C-35 *Forty-fifth Supplemental Indenture between PSI and The First National Bank of Chicago dated March 15, 1990. (Exhibit to PSI's 1990 Form 10-K in File No. 1-3543.) C-36 *Forty-sixth Supplemental Indenture between PSI and The First National Bank of Chicago dated June 1, 1990. (Exhibit to PSI's 1991 Form 10-K in File No. 1-3543.) C-37 *Forty-seventh Supplemental Indenture between PSI and The First National Bank of Chicago dated July 15, 1991. (Exhibit to PSI's 1991 Form 10-K in File No. 1-3543.) C-38 *Forty-eighth Supplemental Indenture between PSI and The First National Bank of Chicago dated July 15, 1992. (Exhibit to PSI's 1992 Form 10-K in File No. 1-3543.) C-39 *Forty-ninth Supplemental Indenture between PSI and The First National Bank of Chicago dated February 15, 1993. (Exhibit to PSI's 1992 Form 10-K in File No. 1-3543.) C-40 *Fiftieth Supplemental Indenture between PSI and The First National Bank of Chicago dated February 15, 1993. (Exhibit to PSI's 1992 Form 10-K in File No. 1-3543.) C-41 *Fifty-first Supplemental Indenture between PSI and The First National Bank of Chicago dated February 1, 1994. (Exhibit to PSI's 1993 Form 10-K in File No. 1-3543.) C-42 *Indenture (Secured Medium-term Notes, Series A), dated July 15, 1991, between PSI and The First National Bank of Chicago, as Trustee. (Exhibit to PSI's Form 10-K/A, Amendment No. 2, dated July 15, 1993, in File No. 1-3543.) C-43 *Indenture (Secured Medium-term Notes, Series B), dated July 15, 1992, between PSI and The First National Bank of Chicago, as Trustee. (Exhibit to PSI's Form 10-K/A, Amendment No. 2, dated July 15, 1993, in File No. 1-3543.) C-44 *Loan Agreement between PSI and the City of Princeton, Indiana dated as of November 7, 1996. (Exhibit to PSI's September 30, 1996, Form 10-Q in File No. 1-3543.) C-45 *Loan Agreement between PSI and the City of Princeton, Indiana dated as of February 1, 1997. (Exhibit to Cinergy's 1996 Form 10-K in File No. 1-11377.) C-46 *Indenture dated November 15, 1996, between PSI and The Fifth Third Bank, as Trustee. (Exhibit to Cinergy's 1996 Form 10-K in File No. 1-11377.) C-47 *First Supplemental Indenture (6.35% due 2006) dated November 15, 1996, between PSI and The Fifth Third Bank, as Trustee. (Exhibit to Cinergy's Form 10-K in File No. 1-11377.) ITEM 10. EXHIBITS (Continued) EXHIBIT DESIGNATION NATURE OF EXHIBITS C-48 *Second Supplemental Indenture (6.25% due 2005) dated December 15, 1996, between PSI and The Fifth Third Bank, as Trustee. (Exhibit to Cinergy's Form 10-K in File No. 1-11377.) C-49 *Original Indenture (First Mortgage Bonds) between ULH&P and The Bank of New York dated as of February 1, 1949. (Exhibit to ULH&P's Registration Statement No. 2-7793.) C-50 *Fifth Supplemental Indenture between ULH&P and The Bank of New York dated as of January 1, 1967. (Exhibit to CG&E's Registration Statement No. 2-60961.) C-51 *Seventh Supplemental Indenture between ULH&P and The Bank of New York dated as of October 1, 1973. (Exhibit to CG&E's Registration Statement No. 2-60961.) C-52 *Eighth Supplemental Indenture between ULH&P and The Bank of New York dated as of December 1, 1978. (Exhibit to CG&E's Registration Statement No. 2-63591.) C-53 *Thirteenth Supplemental Indenture between ULH&P and The Bank of New York dated as of August 1, 1992. (Exhibit to ULH&P's 1992 Form 10-K in File No. 2-7793.) C-54 *Original Indenture (Unsecured Debt Securities) between ULH&P and The Fifth Third Bank dated as of July 1, 1995. (Exhibit to ULH&P's June 30, 1995, Form 10-Q in File No. 2-7793.) C-55 *First Supplemental Indenture between ULH&P and The Fifth Third Bank dated as of July 15, 1995. (Exhibit to ULH&P's June 30, 1995, Form 10-Q in File No. 2-7793.) C-56 Original Indenture (First Mortgage Bonds) between Lawrenceburg and Star Bank, N.A. dated as of March 1, 1955. (Not filed herewith, pursuant to April 1996 discussion with the Chief Financial Analyst of the SEC's Office of Public Utility Regulation.) C-57 Seventh Supplemental Indenture between Lawrenceburg and Star Bank, N.A. dated as of October 1, 1986. (See preceding item.) C-58 *Agreement for Purchase and Sale of Assets, dated March 31, 1994, by and between Columbia Gas as Seller and KO Transmission as Buyer. (Exhibit to Cinergy's Form U5B filed January 23, 1995.) C-59 *Agreement for Purchase and Sale of Line AM-4, dated March 31, 1994, by and between Columbia Gas as Seller and KO Transmission as Buyer. (Exhibit to Cinergy's Form U5B filed January 23, 1995.) ITEM 10. EXHIBITS (Continued) EXHIBIT DESIGNATION NATURE OF EXHIBITS D-1 Agreement between Cinergy and subsidiary companies for filing consolidated income tax returns and for allocation of consolidated income tax liabilities and benefits. F-1 Opinion of Independent Public Accountants. F-2 Cinergy's Consolidating Financial Statements at or for the year ended December 31, 1996. F-3 CG&E's Consolidating Financial Statements at or for the year ended December 31, 1996. F-4 Investments' Consolidating Financial Statements at or for the year ended December 31, 1996. F-5 PSI's Consolidating Financial Statements at or for the year ended December 31, 1996. F-6 Item 6. Part III - Supplemental Information Regarding Compensation and Security Ownership of Officers and Directors of System Companies. F-7 Classified plant accounts and related depreciation or amortization reserve schedules included in the FERC Form No. 1 of PSI. (Filed under cover of Form SE.) F-8 Classified plant accounts and related depreciation or amortization reserve schedules included in the FERC Form Nos. 1 and 2 of CG&E. (Filed under cover of Form SE.) F-9 Classified plant accounts and related depreciation or amortization reserve schedules included in the FERC Form Nos. 1 and 2 of ULH&P. (Filed under cover of Form SE.) F-10 Classified plant accounts and related depreciation or amortization reserve schedules included in the Annual Report of West Harrison to the Indiana Utility Regulatory Commission (IURC). (Filed under cover of Form SE.) F-11 Classified plant accounts and related depreciation or amortization reserve schedules included in the Annual Report of Lawrenceburg to the IURC. (Filed under cover of Form SE.) F-12 The FERC Form No. 2A for KO Transmission. (Filed under cover of Form SE.) F-13 The Annual Report of CoolCo to the Public Utilities Commission of Ohio. (Filed under cover of Form SE.) G-1 Financial Data Schedules for Cinergy and Subsidiaries. (Included in electronic submission only.) H-1 Organizational chart showing relationship of PSI Energy Argentina and Midlands to other system companies. ITEM 10. EXHIBITS (Continued) EXHIBIT DESIGNATION NATURE OF EXHIBITS I-1 Audited Financial Statements of PSI Energy Argentina at or for the year ended December 31, 1996. I-2 *Audited Financial Statements of Midlands at or for the year ended March 31, 1996. (Exhibit to Cinergy's June 6, 1996, Form 8-K/A in File No. 1-11377.) SIGNATURE Each undersigned system company has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935. The signature of each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries. CINERGY CORP. By: William L. Sheafer_____ Vice President and Treasurer Date: April 30, 1997 EX-99.B.1 2 ARTICLES OF INCORPORATION OF CINERGY CAPITAL & TRADING, INC. The undersigned incorporator, desiring to form a corporation (hereinafter referred to as the "Corporation") pursuant to the provisions of the Indiana Business Corporation Act as amended (hereinafter referred to as to the "Act"), executes the following Articles of Incorporation: ARTICLE I Name The name of the Corporation is: "Cinergy Capital & Trading, Inc." ARTICLE II Purposes The purposes for which the Corporation is formed are: (a) To engage in the business of brokering power, emission allowances, electricity futures and related products and services and provide consulting services in the wholesale power related markets as well as the marketing of the Electronic Bulletin Board "IPEX"; (b) To engage in the construction, operation, development or ownership of cogenerating facilities or power production facilities; (c) To enter into joint ventures or partnership agreements; and (d) To engage in any other lawful energy or functionally related business permitted to a corporation organized under the Act; and (e) To carry on the business of the Corporation either within or beyond the limits of the State of Indiana, and, in general, to do and perform any and all things necessary, convenient or proper for the carrying out or accomplishment of the objects or purposes specified in this ARTICLE II, or any of them, or any objects or purposes incidental thereto, and to possess and enjoy all of the rights, powers, privileges, authority and immunities which may be granted to bodies corporate under the Act and the laws of the State of Indiana. ARTICLE III Period of Existence The period during which the Corporation shall continue is perpetual. ARTICLE IV Resident Agent and Principal Office A. Resident Agent. The name and address of the Corporation's Resident Agent for service of process is Cheryl M. Foley, 1000 East Main Street, Plainfield, Indiana 46168. B. Principal Office. The post office address of the principal office of the Corporation is 1000 East Main Street, Plainfield, Indiana 46168. ARTICLE V Authorized Number of Shares A. Authorized Capital Shares. The aggregate number of shares which the Corporation shall have the authority to issue shall be 120,000,000 shares, of which 100,000,000 shares shall be Common Stock, without par value, and 20,000,000 shares shall be Cumulative Preferred Stock, $100 par value. Shares of the Common Stock may be issued from time to time as the Board of Directors shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors. Authority is hereby expressly granted to the Board of Directors or a committee thereof to authorize the issue of shares of Cumulative Preferred Stock in one or more series, and to determine and state, by the resolution or resolutions authorizing the issue of each series of Cumulative Preferred Stock, the designation of such series and the relative rights (other than voting rights), preferences, qualifications, limitations and restrictions of such series. B. Voting Rights of Cumulative Preferred Stock. (a) At all meetings of the shareholders of the Corporation each record holder of Cumulative Preferred Stock having a par value of $100.00 per share shall be entitled to one vote for each share of such stock so held by him, subject, however, to the following provisions of this ARTICLE V (B); (b) So long as any shares of the Cumulative Preferred Stock of any series are outstanding, the Corporation (except as otherwise provided in the last sentence of this subparagraph (b) shall not without, but may with, the affirmative vote by the record holders of the Cumulative Preferred Stock (given at an annual or special meeting) in such number of votes as is at least two-thirds of the aggregate number of votes appertaining to the Cumulative Preferred Stock that would be voted at such meeting if all the then outstanding Cumulative Preferred Stock were there voted: (I) Create, authorize or issue shares of stock of any class ranking prior to the Cumulative Preferred Stock as to dividends or assets or any securities of any kind or class convertible into shares of stock of any class ranking prior to the Cumulative Preferred Stock as to dividends or assets; or (II) Issue any shares of the Cumulative Preferred Stock or shares of stock of any class ranking on a parity with the Cumulative Preferred Stock as to dividends or assets or securities convertible into shares of the Cumulative Preferred Stock or stock on a parity therewith, other than in exchange for or for the purpose of effecting the retirement, by redemption or otherwise, of not less than a like number of shares of the Cumulative Preferred Stock or shares of stock on a parity therewith or securities convertible into not less than a like number of such shares, as the case may be, at the time outstanding, unless: (A) the Net Earnings of the Corporation Available for the Payment of Interest Charges for any twelve consecutive calendar months within the fifteen calendar months immediately preceding the month within which such additional shares of the Cumulative Preferred Stock or shares of stock on a parity therewith or securities convertible into such shares are proposed to be issued, shall have been at least one and one-half times the aggregate of (x) the dividend requirements for a twelve months' period upon all shares of the Cumulative Preferred Stock and stock, if any, ranking prior to or on a parity with the Cumulative Preferred Stock as to dividends or assets, to be outstanding after the issuance of the shares or convertible securities proposed to be issued, and (y) the interest requirements for a twelve months' period upon all indebtedness of the Corporation to be outstanding after the issuance of the shares or convertible securities proposed to be issued, and (B) the Common Stock Equity shall be not less than the aggregate amount payable on involuntary dissolution, liquidation or winding up of the Corporation upon all shares of the Cumulative Preferred Stock and stock, if any, ranking prior thereto or on a parity therewith, to be outstanding after the issuance of the shares or convertible securities proposed to be issued; or (III) Amend the provisions of these Articles of Incorporation so as to affect adversely any of the preferences or other rights hereby given to the holders of shares of the Cumulative Preferred Stock, provided, however, that if any such amendment would be adverse to the holders of one or more, but less than all, of the series of the Cumulative Preferred Stock at the time outstanding, the affirmative vote hereby required shall be only the affirmative vote by the record holders of each series so adversely affected in such number of votes from each such series as is at least two-thirds of the aggregate number of votes appertaining to such series that would be voted at such meeting if all the then outstanding shares of such series were there voted. No such consent of the holders of the Cumulative Preferred Stock shall be required if, at or prior to the time when such amendment, alteration or repeal is to take effect or when the issuance of any such stock or convertible securities is to be made, as the case may be, provision is to be made for the redemption of all shares of Cumulative Preferred Stock at the time outstanding or, in the case of any such amendment, alteration or repeal as to which the consent of less than all series of the Cumulative Preferred Stock would otherwise be required, for the redemption of all shares of the series of Cumulative Preferred Stock the consent of which would otherwise be required. (c) So long as any shares of the Cumulative Preferred Stock of any series are outstanding, the Corporation (except as otherwise provided in the last sentence of this subparagraph (c)) shall not without, but may with, the affirmative vote by the record holders of the Cumulative Preferred Stock (given at an annual or special meeting) in such number of votes as is a majority of the aggregate number of votes appertaining to the Cumulative Preferred Stock that would be voted at such meeting if all the then outstanding Cumulative Preferred Stock were there voted, merge or consolidate the Corporation with or into any other corporation, merge any other corporation into the Corporation, or sell all or substantially all of the assets of the Corporation, unless such merger, consolidation or sale, or the issuance or assumption of all securities to be issued or assumed in connection therewith, shall have been ordered, approved or permitted by the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, or by any successor commission or other regulatory authority of the United States having jurisdiction in the premises. No such consent of the holders of the Cumulative Preferred Stock shall be required if, at the time of or prior to effecting such sale, lease, conveyance, consolidation or merger, provision is to be made for the redemption of all shares of Cumulative Preferred Stock at the time outstanding. (d) Except when some mandatory provisions of law shall be controlling, whenever shares of two or more series of the Cumulative Preferred Stock are outstanding, no particular series of the Cumulative Preferred Stock shall be entitled to vote as a separate series on any matter and all shares of the Cumulative Preferred Stock of all series shall be deemed to constitute but one class for any purpose for which a vote of the shareholders of the Corporation by classes may now or hereafter be required. (e) The Corporation shall not declare any dividend or make any distribution in request of any stock of this Corporation ranking junior to the Cumulative Preferred Stock as to dividends or assets, other than dividends in shares of junior stock, or purchase or otherwise acquire for value any outstanding shares of junior stock (each such dividend, distribution, purchase or acquisition being herein called a junior stock dividend) in contravention of the following: (1) If and so long as the Common Stock Equity at the end of the calendar month immediately preceding the date on which a dividend on the Common Stock is declared is, or as a result of such dividend would become, less than 20% of Total Capitalization, the Corporation shall not declare such dividends in an amount which, together with all other dividends on the Common Stock paid within the year ending with and including the date on which such dividend is payable, exceeds 50% of the Net Income of the Corporation Available for Dividends on the Common Stock for the twelve full calendar months immediately preceding the calendar month in which such dividends are declared, except in an amount not exceeding the aggregate of dividends on the Common Stock which under the restrictions set forth above in this subdivision (1) could have been, and have not been, declared; and (2) If and so long as the Common Stock Equity at the end of the calendar month immediately preceding the date on which a dividend on Common Stock is declared is, or as a result of such dividend would become, less than 25% but not less than 20% of Total Capitalization, the Corporation shall not declare dividends on the Common Stock in an amount which, together with all other dividends on the Common Stock paid within the year ending with and including the date on which such dividend is payable, exceeds 75% of the Net Income of the Corporation Available for Dividends on the Common Stock for the twelve full calendar months immediately preceding the calendar month in which such dividends are declared, except in an amount not exceeding the aggregate of dividends on the Common Stock which under the restrictions set forth above in subdivision (1) and in this subdivision (2) could have been, and have not been, declared. (b) As used herein, "Common Stock Equity" shall mean the aggregate of the par value of, or stated capital represented by, the outstanding shares of Common Stock, all earned surplus, capital or paid-in surplus, and any premiums on the Common Stock then carried on the books of the Corporation, less: (1) The excess, if any, of the aggregate amount payable on involuntary liquidation of the Corporation upon all outstanding shares of Cumulative Preferred Stock of the Corporation of all classes over the sum of (i) the aggregate par or stated value of such shares and (ii) any premiums thereon; (2) Any amounts on the books of the Corporation known, or estimated if not known, to represent the excess, if any, of recorded value over original cost of used or useful utility plant; and (3) Any intangible items set forth on the asset side of the balance sheet of the Corporation as the result of accounting convention, such as unamortized debt discount and expense; provided, however, that no deductions shall be required to be made in respect of items referred to in subdivisions (2) and (3) of this paragraph (b) in cases in which such items are being amortized or are provided for, or are being provided for, by reserves. (c) As used herein "Total Capitalization" shall mean the aggregate of: (1) The principal amount of all outstanding indebtedness of the Corporation maturing more than twelve months after the date of issue thereof; and (2) The par value or stated capital represented by, and any premiums carried on the books of the Corporation in respect of, the outstanding shares of all classes of the capital stock of the Corporation, earned surplus, and capital or paid-in surplus, less any amounts required to be deducted pursuant to subdivisions (2) and (3) of paragraph (b) above in the determination of Common Stock Equity. (3) The term "Net Income of the Corporation Available for Dividends on the Common Stock" for any twelve-month period shall mean the Net Earnings of the Corporation Available for the Payment of Interest Charges for such period, less interest charges, amortization charges, other proper income deductions, and dividends, paid or accrued, on all outstanding shares of stock of the Corporation having a preference as to dividends over the Common Stock for such period, all as shall be determined in accordance with such system of accounts as may be prescribed by governmental authorities having jurisdiction in the premises or, in the absence thereof, in accordance with sound accounting practice. C. Other Provisions. 1. No holder of any of the shares of any class or series of stock or securities convertible into such shares of any class or series of stock, or of options, warrants or other rights to purchase or acquire shares of any class or series of stock or of other securities of the Corporation shall have any preemptive right to purchase, acquire or subscribe for any unissued stock of any class or series or any additional shares of any class or series to be issued by reason of any increase of the authorized capital stock of the Corporation of any class or series, or bonds, certificates of indebtedness, debentures or other securities convertible into or exchangeable for stock of any class or series, or carrying any right to purchase or acquire stock of any class or series, but any such unissued stock, additional authorized issue of shares of any class or series of stock or securities convertible into or exchangeable for stock, or carrying any right to purchase or acquire stock, may be issued and disposed of pursuant to resolution of the Board of Directors to such persons, firms, corporations or associations, and upon such terms as may be deemed advisable by the Board of Directors in the exercise of its sole discretion. 2. The Corporation reserves the right to increase or decrease its authorized capital stock, or any class of series thereof, or to reclassify the same and to amend, alter, change or repeal any provision contained in the Articles of Incorporation, or in any amendment thereto, in the manner now or hereafter prescribed by law, but subject to such conditions and limitations as are hereinbefore prescribed, and all rights conferred upon shareholders in the Articles of Incorporation of this Corporation, or any amendment thereto, are granted subject to this reservation. 3. Unless any statute of the State of Indiana shall expressly provide to the contrary and subject to the limitations hereinbefore set forth in this ARTICLE V, the Corporation may acquire, hold and dispose of any shares of its stock of any class heretofore issued and outstanding. ARTICLE VI Directors The number of directors of the Corporation shall be determined in accordance with the By-laws of the Corporation. A director shall hold office until the annual meeting for the year in which his term expires and until his successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, age and service limitations as may be set forth in the By-laws, disqualification or removal from office. Any vacancy on the Board of Directors that results from other than an increase in the number of directors may be filled by a majority of the Board of Directors then in office even if less than a quorum, or by a sole remaining director. The term of any director elected by the Board of Directors to fill a vacancy not resulting from an increase in the number of directors shall expire at the next shareholders' meeting at which directors are elected, and the remainder of such term, if any, shall be filled by a director elected at such meeting. No person shall be eligible for election, reelection, or appointment as a member of the Board of Directors if such person shall have attained the age of seventy years in the calendar year preceding the date of such election, reelection or appointment. Subject to the provisions of the preceding paragraphs, any and all of the directors may only be removed for cause. ARTICLE VII Incorporator The name and post office address of the Incorporator of the Corporation is Cheryl M. Foley, 1000 East Main Street, Plainfield, Indiana 46168. ARTICLE VIII Indemnification Each director and each officer of the Corporation shall be indemnified by the Corporation to the fullest extent permitted by law against expenses (including attorneys' fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the defense of any proceeding in which he or she was or is a party or is threatened to be made a party by reason of being or having been a director or an officer of the Corporation. Such right of indemnification is not exclusive of any other rights to which such director or officer may be entitled under any now or hereafter existing statute, any other provision of these Articles, By-laws, agreement, vote of shareholders or otherwise. If the Act of the State of Indiana is amended after approval by the shareholders of this ARTICLE VIII to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Act of the State of Indiana, as so amended. Any repeal or modification of this ARTICLE VIII by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification. Incorporator ___________________________________ Cheryl M. Foley DATED: Oct. 8, 1992 This instrument prepared by: Frank T. Lewis Attorney at Law 1000 East Main Street Plainfield, Indiana 46168 AMENDED: January 29, 1997 EX-99.B.2 3 By-Laws Of CINERGY COMMUNICATIONS, INC. (hereinafter called the "Corporation") ARTICLE I Offices Section 1.1. Offices. The principal office of the Corporation shall be at 139 East Fourth Street, Cincinnati, Ohio 45202. The Corporation may have such other offices at such other places as the Board of Directors may from time to time determine, or as the business of the Corporation may require. ARTICLE II Stockholders' Meetings Section 2.1. Annual Meeting. The annual meeting of the stockholders may be held at such place, time, and date designated by the Board of Directors for the election of directors, the consideration of the reports to be laid before the meeting, and the transaction of such other business as may be brought before the meeting. Section 2.2. Notice of Annual Meeting. Notice of the annual meeting shall be given in writing to each stockholder entitled to vote thereat, at such address as appears on the records of the Corporation at least ten (10) days and not more than forty-five (45) days prior to the meeting. Section 2.3. Special Meetings. Special meetings of the stockholders may be called at any time by the Chairman of the Board, the Chief Executive Officer, or the President, or by a majority of the members of the Board of Directors acting with or without a meeting, or by the persons who hold in the aggregate the express percentage, as provided by statute, of all shares outstanding and entitled to vote thereat, upon notice in writing, stating the time, place and purpose of the meeting. Business transacted at all special meetings shall be confined to the objects stated in the call. Section 2.4. Notice of Special Meeting. Notice of a special meeting, in writing, stating the time, place and purpose thereof, shall be given to each stockholder entitled to vote thereat, at least twenty (20) days and not more than forty-five (45) days prior to the meeting. Section 2.5. Waiver of Notice. Notice of the time, place and purpose of any meeting of stockholders may be waived by the written assent of every stockholder entitled to notice, filed with or entered upon the records of the meeting, either before or after the holding thereof. Section 2.6. Quorum. The holders of shares entitling them to exercise a majority of the voting power, or, if the vote is to be taken by classes, the holders of shares of each class entitling them to exercise a majority of the voting power of that class, present in person or by proxy at any meeting of the stockholders, unless otherwise specified by statute, shall constitute a quorum. If, however, at any meeting of the stockholders, a quorum shall fail to attend in person or by proxy, a majority in interest of the stockholders attending in person or by proxy at the time and place of such meeting may adjourn the meeting from time to time without further notice (unless the meeting has been adjourned for over thirty days), other than by announcement at the meeting at which such adjournment is taken, until a quorum is present. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting originally called. Section 2.7. Voting. At each meeting of the stockholders, except as otherwise provided by statute or the Certificate of Incorporation, every holder of record of stock of the class or classes entitled to vote at such meeting shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date, not later than such time as expressly provided by statute, prior to said meeting unless some other definite period of validity shall be expressly provided therein. Each stockholder shall have one (1) vote for each share of stock having voting power, registered in his or her name on the books of the Corporation, at the date fixed for determination of persons entitled to vote at the meeting or, if no date has been fixed, then as expressly provided by statute. (e.g., either the date of the meeting, the date next proceeding the day of the meeting, or any such similar governing time frame). Cumulative voting shall be permitted only as expressly provided by statute. At any meeting of stockholders, a list of stockholders entitled to vote, alphabetically arranged, showing the number and classes of shares held by each on the date fixed for closing the books against transfers or the record date fixed as hereinbefore provided (or if no such date has been fixed, then as hereinbefore stated as expressly provided by statute) shall be produced on the request of any stockholder, and such list shall be prima facie evidence of the ownership of shares and of the right of stockholders to vote, when certified by the Secretary or by the agent of the Corporation having charge of the transfer of shares. Section 2.8. Written Consent of Stockholders in Lieu of Meeting. Any action required or permitted by statute, the Certificate of Incorporation, or these By-Laws, to be taken at any annual or special meeting of stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a written consent in lieu of a meeting, setting forth the action so taken, shall be signed by all the stockholders entitled to vote thereon. Any such written consent may be given by one or any number of substantially concurrent written instruments of substantially similar tenor signed by such stockholders, in person or by attorney or proxy duly appointed in writing, and filed with the records of the Corporation. Any such written consent shall be effective as of the effective date thereof as specified therein. ARTICLE III Directors Section 3.1. Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not, by statute, the Certificate of Incorporation, or these By-Laws, directed or required to be exercised or done by the stockholders. Section 3.2. Number and Election of Directors. The Board of Directors shall consist of not less than three nor more than fifteen members, the exact number of which shall be fixed by the Board of Directors. Directors shall be elected annually by stockholders at their annual meeting, in a manner consistent with statute and as provided in Article II, Section 2.8 of these By- Laws, and each director so elected shall hold office until his/her successor is duly elected and qualifies, or until his/her earlier resignation or removal. Any director may resign at any time upon notice to the Corporation. Directors need not be stockholders. Any director may be removed at any time with or without cause by a majority vote of the stockholders, unless otherwise provided by statute. Section 3.3. Vacancies. Vacancies and newly created directorships, resulting from any increase in the authorized number of directors, may be filled by a majority of the directors then in office, and the directors so chosen shall hold office for the unexpired term of the predecessor and/or until the next annual meeting of stockholders, and until their successors are duly elected and qualify, or until their earlier resignation or removal. Section 3.4. Meetings. Regular meetings of the Board of Directors may be held at such time, place, and upon such notice as the Board of Directors may from time to time determine. Special meetings of the Board of Directors may be called by the Chairman of the Board, the Chief Executive Officer, the President, or by members of the board (the express percentage of the latter as minimally provided for by statute). Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail (not less than forty-eight (48) hours before the date of the meeting), by telephone or telegram (on twenty-four (24) hours' notice) or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances. Section 3.5. Quorum. Except as may be otherwise specifically provided for by statute, the Certificate of Incorpo- ration or these By-Laws, at all meetings of the Board of Direc- tors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 3.6. Actions of Board. Unless otherwise provided by the Certificate of Incorporation of the Corporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee(s) thereof, may be taken without a meeting, if all the members of the Board of Directors, or of such committee(s), as the case may be, consent thereto in writing, and the writing(s) is filed with the minutes of proceedings of the Board of Directors, or of such committee(s), of the Corporation. Any such written consent to action of the Board of Directors, or of such committee(s), shall be effectuated by the signature of the member lastly consenting thereto in writing, unless the consent otherwise specified a prior or subsequent effective date. Section 3.7. Meetings by Means of Conference Telephone. Unless otherwise provided by the Certificate of Incorporation of the Corporation or these By-Laws, members of the Board of Direc- tors, or any committee(s) thereof, may participate in a meeting of the Board of Directors, or of such committee(s), as the case may be, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.7 shall constitute presence in person at such meeting. Section 3.8. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate, from time to time as they may see fit, one or more committees, each such committee to consist of three or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of any such committee. In the absence or dis- qualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent allowed by statute and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. Each committee shall keep regular minutes and report to the Board of Directors when required. Section 3.9. Compensation. Each director of the Corporation (other than directors who are salaried officers of the Corporation or any of its affiliates) shall be entitled to receive as compensation for services such reasonable compensation, which may include pension, disability and death benefits, as may be determined from time to time by the Board of Directors. Reasonable compensation may also be paid to any person other than a director officially called to attend any such meeting. Section 3.10. Contracts and Transactions Involving Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his/her or their votes are counted for such purpose if: (i) the material facts as to his/her or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to his/her or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. ARTICLE IV Officers Section 4.1. Officers. The officers of the Corporation shall consist of a President, a Secretary, and a Treasurer, and may consist of a Chairman of the Board, a Chief Executive Officer, a Comptroller, one or more Vice Presidents, one or more Assistant Secretaries, and such other officers as the board shall from time to time deem necessary. Any number of offices may be held by the same person, unless otherwise prohibited by statute, the Certificate of Incorporation, or these By-Laws. Section 4.2. Appointment, Terms, and Vacancies. The Board of Directors, at its first meeting held after each annual meeting of stockholders of the Corporation (i.e., the annual organization meeting of the Board of Directors), shall appoint the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board, and such officers shall hold office until their successors are chosen and shall qualify, or until their earlier resignation or removal from office. Any officer appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the board. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. Section 4.3. Chairman of the Board. The Chairman of the Board, if there be one, shall be a director and shall preside at all meetings of the Board of Directors and, in the absence or incapacity of the Chief Executive Officer and the President, meetings of the stockholders, and shall, subject to the board's direction and control, be the board's representative and medium of communication, and shall have the general powers and duties as are incident to the office of Chairman of the Board of a corporation. Section 4.4. Chief Executive Officer. The Chief Executive Officer, if there be one, shall preside at all meetings of the stockholders and, in the absence or incapacity of the Chairman of the Board, meetings of the Board of Directors. The Chief Executive Officer shall from time to time report to the Board of Directors all matters within his or her knowledge which the interests of the Corporation may require be brought to their notice. Where the offices of Chief Executive Officer and President are held by different individuals, the President will report directly to the Chief Executive Officer. Section 4.5. President. The President shall be the chief operating officer of the Corporation, and shall have general and active management and direction of the affairs of the Corporation, shall have supervision of all departments and of all officers of the Corporation, shall see that the orders and resolutions of the Board of Directors, or of any committee(s) thereof, are carried fully into effect, and shall have the general powers and duties of supervision and management as are incident to the office of President of a corporation. In the absence or incapacity of the Chief Executive Officer, the President also shall be the chief executive officer of the Corporation. Section 4.6. Vice Presidents. The Vice Presidents shall perform such duties as the Board of Directors shall from time to time require. In the absence or incapacity of the President, the Vice President designated by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, or the President shall exercise the powers and duties of the President. Section 4.7(a). Secretary. The Secretary shall attend all meetings of the Board of Directors and of the stockholders of the Corporation, and act as clerk thereof, and record all votes and the minutes of all proceedings in a book to be kept for that purpose, shall record all written business transactions, shall perform like duties for the standing committees when required, and shall have the general powers and duties as are incident to the office of Secretary of a corporation. The Secretary shall give, or cause to be given, proper notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, or the President. The Secretary shall have custody of the seal, if there be one, of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. (The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his/her signature). The Secretary shall see that all books, reports, statements, certificates and other documents and records required by statute to be kept or filed are properly kept or filed, as the case may be. Section 4.7(b). Assistant Secretaries. At the request of the Secretary, or in his or her absence or incapacity to act, the Assistant Secretary or, if there be more than one, the Assistant Secretary designated by the Secretary, shall perform the duties of the Secretary and when so acting shall have all the powers of and be subject to all the restrictions of the Secretary. The Assistant Secretaries shall perform such other duties as may from time to time be assigned to them by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, the President, or the Secretary. Section 4.8. Treasurer. The Treasurer shall be the financial officer of the Corporation, shall keep full and accurate accounts of all collections, receipts and disbursements in books belonging to the Corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors, shall disburse the funds of the Corporation as may be ordered by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, or the President, taking proper vouchers therefor, and shall render to the President, the Chief Executive Officer, the Chairman of the Board, and/or directors at any meeting of the board, or whenever they may require it, and to the annual meeting of the stockholders, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation, and shall have the general powers and duties as are incident to the office of Treasurer of a corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in a form and in such sum with surety as shall be satisfactory to the Board of Directors for the faithful performance of his or her duties as Treasurer and for the restoration to the Corporation, in the case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession, or under his or her control, and belonging to the Corporation. The Treasurer shall perform such other duties as may be prescribed by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, or the President. Section 4.9. Comptroller. The Comptroller shall have control over all accounts and records of the Corporation pertaining to moneys, properties, materials and supplies, and shall have executive direction over the bookkeeping and accounting functions and shall have the general powers and duties as are incident to the office of comptroller of a corporation. The Comptroller shall perform such other duties as may be prescribed by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, the President, or a Vice President. Section 4.10. Other Officers. Such other officers of the Corporation as the Board of Directors may appoint shall perform such duties and have such powers as from time to time may be assigned to them by the board. The Board of Directors may delegate to any other officer of the Corporation the power to appoint such other officers and to prescribe their respective duties and powers. ARTICLE V Capital Stock Section 5.1. Form and Execution of Certificates. The certificates for shares of the capital stock of the Corporation shall be of such form and content, not inconsistent with statute and the Certificate of Incorporation, as shall be approved by the Board of Directors. Every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the Corporation, by (i) either the Chairman of the Board, the Chief Executive Officer, the President or a Vice President and (ii) by any one of the following officers: the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. All certificates shall be consecutively numbered in each class of shares. The name and address of the person owning the shares represented thereby, with the number of shares and the date of issue, shall be entered on the Corporation's books. Section 5.2. Signatures. Any or all of the signatures on a certificate may be a facsimile thereof. In case any offi- cer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he/she were such officer, transfer agent or registrar at the date of issue. Section 5.3. Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his/her legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. Section 5.4. Transfers. The capital stock of the Corporation shall be transferable in the manner provided by statute and in these By-Laws. Transfers of shares shall be made on the books of the Corporation only by the person named in the certificate or by his/her attorney lawfully constituted in writing and upon the surrender of the certificate therefor, which shall be canceled before a new certificate shall be issued. Section 5.5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Section 5.6. Beneficial Ownership Rights. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by statute. ARTICLE VI Notices Section 6.1. Notices. Whenever written notice is re- quired by statute, the Certificate of Incorporation, or these By- Laws to be given to any director, member of a committee, or stockholder, such notice may be given by mail, addressed to each such person, at his/her address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail, or as otherwise provided by statute. Written notice may also be given personally or by tele- gram, telex or cable. Section 6.2. Waivers of Notice. Whenever any notice is required by statute, the Certificate of Incorporation, or these By-Laws to be given to any director, member of a committee, or stockholder, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE VII General Provisions Section 7.1. Dividends. Dividends upon the capital stock of the Corporation, subject to any provision imposed by the Certificate of Incorporation, may be declared by the Board of Directors at any regular or special meeting, or by written consent to the action of the board without such meeting(s), and may be paid in cash, in property, or in shares of the capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve. Section 7.2. Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. Section 7.3. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chief Executive Officer, the President, any Vice President, the Secretary, or any Assistant Secretary, and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons. Section 7.4. Fiscal Year. The fiscal year of the Corpo- ration shall begin on the first day of January and end on the thirty-first day of December each year. Section 7.5. Corporate Seal. The seal of the Corporation (if there be one) shall have inscribed thereon the name of the Corporation, the year of its incorporation, the words "Corporate Seal" and "Delaware", and any such other emblem or device as approved by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. ARTICLE VIII Indemnification Section 8.1. Power to Indemnify in Actions, Suits or Proceedings Other than Those By or in the Right of the Corporation. Subject to Section 8.3 of this Article VIII, the Corporation shall indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he/she is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director or officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding, if he/she acted in good faith and in a manner he/she reasonably believed to be in or not op- posed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he/she reasonably be- lieved to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceed- ing, had reasonable cause to believe that his/her conduct was unlawful. Section 8.2. Power to Indemnify in Actions, Suits or Proceedings By or in the Right of the Corporation. Subject to Section 8.3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he/she is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his/her duty to the Corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Section 8.3. Authorization of Indemnification. Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he/she has met the applicable standard of conduct set forth in Section 8.1 or Section 8.2 of this Article VIII, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he/she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him/her in connection therewith, without the necessity of authorization in the specific case. Any determination made by the disinterested directors or by independent legal counsel under this section shall be promptly communicated to the person who threatened or brought the action or suit by or in the right of the Corporation under Section 8.1 and 8.2 of this Article VIII, and, within ten days after receipt of such notification, such persons shall have the right to petition the court (at courts' discretion) in which such action or suit was brought to review the reasonableness of such determination. Section 8.4. Good Faith Defined. For purposes of any determination under Section 8.3 of this Article VIII, a person shall be deemed to have acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his/her conduct was unlawful, if his/her action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him/her by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant, or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term "another enterprise" as used in this Section 8.4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 8.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 8.1 or 8.2 of this Article VIII, as the case may be. Section 8.5. Indemnification by a Court. Notwith- standing any contrary determination in the specific case under Section 8.3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 8.1 and 8.2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he/she has met the applicable standards of conduct set forth in Sections 8.1 or 8.2 of this Article VIII, as the case may be. Neither a contrary determination in the specific case under Section 8.3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 8.5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application. Section 8.6. Expenses Payable in Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he/she is not entitled to be indemnified by the Corporation as authorized in this Article VIII. Section 8.7. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any other provision of these By-Laws, or similarly entitled under any agreement, contract, vote of stockholders or disinterested directors, or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 8.1 and 8.2 of this Article VIII shall be made to the fullest extent permitted by statute. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Sections 8.1 or 8.2 of this Article VIII, but whom the Corporation has the power or obligation to indemnify under the provisions of statute of the State of Delaware, or otherwise. Section 8.8. Insurance. The Corporation may pur- chase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not the Corporation would have the power or the obligation to indemnify him/her against such liability under the provisions of this Article VIII. Section 8.9. Certain Definitions. For purposes of this Article VIII, references to "the Corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as he/she would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VIII, references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he/she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation", as referred to in this Article VIII. Section 8.10. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. Section 8.11. Limitation on Indemnification. Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to enforce rights to indem- nification (which shall be governed by Section 8.5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation. The Corporation shall indemnify a director who was wholly successful, on merits or otherwise, in the defense of any proceedings to which he/she was a party because he/she was a director of the Corporation against reasonable expenses incurred by him/her in connection with the proceeding. Section 8.12. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indem- nification and to the advancement of expenses to employees and agents of the Corporation, similar to those conferred in this Article VIII to directors and officers of the Corporation. ARTICLE IX Amendments Section 9.1. Amendments. These By-Laws may be altered, amended or repealed, in whole or in part, or new By-Laws may be adopted: (i) by the affirmative vote of a majority of the holders of record of the outstanding shares entitled to vote thereon, or by the written consent of the holders of record of a two-thirds majority of the outstanding shares entitled to vote thereon, except as such alteration, amendment or repeal by any vote or written consent of the stockholders is otherwise expressly prohibited by statute; or (ii) by a majority vote of the Board of Directors, or by unanimous written consent of the board, except as such alteration, amendment or repeal by any vote or action of the board is otherwise expressly prohibited by statute. ARTICLE X Emergency By-Laws Section 10.1. Emergency By-Laws. The Emergency By- Laws shall be operative during any emergency in the conduct of the business of the Corporation resulting from an attack on the United States or on a locality in which the Corporation conducts its business or customarily holds meetings of its Board of Directors or its stockholders, or during any nuclear or atomic disaster, or during the existence of any catastrophe, or similar emergency condition, as a result of which a quorum of the Board of Directors or a standing committee thereof cannot readily be convened for action, notwithstanding any provision to the contrary in the preceding By-Laws, in the Certificate of Incorporation, or in the statute. To the extent not inconsistent with the provisions of this Section 10.1, the By-Laws of the Corporation shall remain in effect during any emergency, and upon its termination, the Emergency By-Laws shall cease to be operative. Any amendments to these Emergency By-Laws may make any further or different provision that may be practical and necessary for the circumstance of the emergency. During any such emergency: (A) a meeting of the Board of Directors or a committee thereof may be called by any officer or director of the Corporation. Notice of the time and place of the meeting or conference call shall be given by the person calling the meeting to such of the directors as it may be feasible to reach by any means of communication. Such notice shall be given at such time in advance of the meeting as circumstances permit in the judgment of the person calling the meeting; (B) the director or directors in attendance at the meeting shall constitute a quorum; (C) the officers or other persons designated on a list approved by the Board of Directors before the emergency, all in such order of priority and subject to such conditions and for such period of time (not longer than reasonably necessary after the termination of the emergency) as may be provided in the resolution approving the list, shall, to the extent required to provide a quorum at any meeting of the Board of Directors, be deemed the directors for such meeting; (D) the Board of Directors, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during such emergency any or all officers or agents of the Corporation shall for any reason be rendered incapable of discharging their duties; (E) the Board of Directors, either before or during any such emergency, may, effective in the emergency, change the head office or designate several alternative head offices or regional offices, or authorize the officers so to do; and (F) to the extent required to constitute a quorum at any meeting of the Board of Directors during such an emergency, the officers of the Corporation who are present shall be deemed, in order of rank and within the same rank in order of seniority, the directors for such meeting. No officer, director or employee acting in accordance with any provision of these Emergency By-Laws shall be liable except for willful misconduct. These Emergency By-Laws shall be subject to alteration, amendment or repeal by the further actions of the Board of Directors or stockholders of the Corporation. Adopted September 26, 1996 EX-99.B.3 4 CERTIFICATE OF INCORPORATION OF Cinergy Communications, Inc. The undersigned, for the purpose of organizing a corporation under the General Corporation Law of the State of Delaware, certifies: FIRST: The name of the corporation is Cinergy Communications, Inc. SECOND: The address of the corporation's registered office in the State of Delaware is the Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH: The total number of shares of stock which the corporation shall have authority to issue is five hundred (500) shares of common stock, without par value. FIFTH: The name and mailing address of the incorporator is Rosemary E. Grieme, 139 East Fourth Street, Cincinnati, Ohio 45202. SIXTH: A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. If the Delaware General Corporation Law is amended after the date of the filing of this Certificate to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. No repeal or modification of this Article SIXTH shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such repeal or modification. SEVENTH: The directors shall have power to make, alter or repeal by-laws, except as may otherwise be provided in the by- laws. EIGHTH: Elections of directors need not be by written ballot, except as may otherwise be provided in the by-laws. WITNESS my signature this 19th day of September, 1996. Rosemary Grieme Sole Incorporator EX-99.B.4 5 AMENDED ARTICLES OF INCORPORATION OF ENERTECH ASSOCIATES, INC. FIRST: The name of the corporation shall be Enertech Associates, Inc. (the "Corporation"). SECOND: The principal office of the Corporation in the State of Ohio is to be located in the City of Cincinnati, County of Hamilton. THIRD: The purpose for which the Corporation is formed is to engage in any lawful act or activity for which corporations may be formed under the General Corporation Law of the State of Ohio. FOURTH: The number of shares which the Corporation is authorized to have outstanding is Seven Hundred Fifty (750), all of which shall be common shares without par value. FIFTH: To the extend permitted by law the Corporation may, from time to time, pursuant to authorization of the Board of Directors and without action by the shareholders, purchase or otherwise acquire shares of any class, bonds, debentures, notes, script, warrants, obligations, evidences of indebtedness, or other securities of the corporation (or any other corporation) in such manner, upon such terms, and in such amounts as the Board of Directors may determine. SIXTH: No transaction between the Corporation and any other corporation shall in any way be affected or invalidated by the fact that any director of the Corporation has an interest in such other corporation, including being a director or officer of such corporation, provided that the fact that the interest exists shall be disclosed or shall have been known to the Board of Directors, or a majority thereof; any director of the Corporation who has such an interest may be counted in determining the existence of a quorum at any meeting of the Board of Directors of the Corporation which shall authorize such transactions, and may vote thereat to authorize such transaction, with like force and effect as if he were not so interested. SEVENTH: No holders of shares of the Corporation shall have any pre-emptive right to subscribe for or to purchase any shares of the Corporation of any class, whether such shares or such class be now or hereafter authorized. EIGHTH: Any amendment hereto, including any that could be adopted by the Board of Directors of this Corporation, may be adopted at a meeting of shareholders held for such purpose by the affirmative vote of the holders of shares entitled to exercise a majority of the voting power of the Corporation on such proposal. Adopted: October 26, 1992 Amended: December 20, 1994 Amended: November 27, 1996 EX-99.B.5 6 BY-LAWS OF CINERGY SOLUTIONS, INC. ARTICLE I Offices and Agent Section 1. Offices. The registered office of the Corporation shall be located in the City of Wilmington, New Castle County, State of Delaware. The Corporation may establish branch offices and conduct and carry on business at such other places within or without the State of Delaware as the Board of Directors may from time to time fix or designate, and any business conducted or carried on at such other place or places shall be as binding as effectual as if transacted at the registered office of the Corporation. ARTICLE II Shareholders' Meetings Section 1. Annual Meeting. The annual meeting of the shareholders in each year shall be held at such hour on said day and at place within or without the State of Delaware as may be designated by the Board of Directors, or if not so fixed, at the principal business office of the Corporation in the City of Cincinnati, County of Hamilton, State of Ohio, for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting. Section 2. Notice of Annual Meeting. Notice of the annual meeting shall be given in writing to each shareholder entitled to vote thereat, at such address as appears on the records of the Corporation at least ten (10) days, and not more than sixty (60) days prior to the meeting. Section 3. Special Meetings. Special meetings of the shareholders may be called at any time by the President or a Vice- President, by the Board of Directors or by shareholders holding in the aggregate one-fifth of the voting power of all the shares outstanding and entitled to vote thereat, upon notice in writing, stating the time, place and purpose of the meeting. Business transacted at all special meetings shall be confined to the objects stated in the call. Section 4. Notice of Special Meeting. Notice of a special meeting, in writing, stating the time, place and purpose thereof, shall be given to each shareholder entitled to vote thereat, not less than ten (10) nor more than sixty (60) days after the receipt of said request. Section 5. Waiver of Notice. Notice of any shareholders' meeting may be waived in writing by any shareholder at any time before or after the meeting. Section 6. Quorum. At any meeting of the shareholders, the holders of a majority of the shares of stock of the Corporation, issued and outstanding, and entitled to vote, present in person or by proxy, shall constitute a quorum for all purposes, unless otherwise specified by law or the Articles of Incorporation. If, however, such majority shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote, present in person or by proxy, shall have power to adjourn the meeting from time to time without further notice, other than by announcement at the meeting, until the requisite amount of voting stock shall be present. At any such adjourned meeting, at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called. Section 7. Voting. At any meeting of the shareholders, every shareholder having the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing subscribed by such shareholder and bearing a date not more than eleven (11) months prior to said meeting, unless some other definite period of validity shall be expressly provided therein. Each shareholder shall have one (1) vote for each share of stock having voting power, registered in his name on the books of the Corporation, at the date fixed for determination of persons entitled to vote at the meeting, which date shall not exceed forty (40) days preceding the date of meeting. A complete list of shareholders entitled to vote at the shareholders' meetings, arranged in alphabetical order, with the address and the number of voting shares held by each, shall be produced on the request of any shareholder, and such list shall be prima facie evidence of the ownership of shares and of the right of shareholders to vote, when certified by the Secretary or by the agent of the Corporation having charge of the transfer of shares. The list of shareholders shall be delivered to the Inspectors of Election after their appointment at the meeting. Section 8. Inspectors of Election. At each meeting of the shareholders, the presiding officer of the meeting shall appoint three (3) inspectors of election, who need not be shareholders. The inspectors shall receive and count the votes, either upon an election or for the decision of any question, and shall determine the result. Their certificate of any vote shall be prima facie evidence thereof. ARTICLE III Board of Directors Section 1. Number of Directors, Tenure, Vacancies. The business and affairs of the Corporation shall be managed and controlled by a Board of three (3) Directors, who need not be shareholders. Directors shall be elected annually by the shareholders at the annual meeting, and each director shall hold office until his successor shall have been elected and qualified. Any director may resign at any time. Vacancies occurring in the Board of Directors shall be filled by the remaining members of the board. A director thus elected to fill any vacancy shall hold office for the unexpired term of his predecessor and until his successor is elected and qualifies. Any director may be removed at any time by the affirmative vote of a majority of the stock then issued and entitled to vote at a special meeting of shareholders called for the purpose. Section 2. Annual Organization Meeting. Immediately after each annual election, the newly-elected directors may meet forthwith (either within or without the State of Delaware) for the purpose of organization, the election of officers and the trans- action of other business. If a majority of the directors be then present no prior notice of such meeting shall be required to be given. The place and time of such first meeting may, however, be fixed by written consent of all the directors, or by three (3) days written notice given by the Secretary of the Corporation. Section 3. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place (either within or without the State of Delaware), and upon such notice, as the Board of Directors may from time to time determine. Section 4. Special Meetings. Special meetings of the Board of Directors may be held at such time and place (either within or without the State of Delaware) as determined by and may be called by, the President or any Vice-President or any two (2) members of the Board of Directors upon at least one hour prior notice. Section 5. Notice of Meetings. Notice of meetings shall be given to each director in accordance with Article X, Section 1, of these By-Laws. Section 6. Quorum. A majority of the Board of Directors shall constitute a quorum at all meetings for the transaction of business. Section 7. Compensation of Directors. Each director of the Corporation (other than directors who are salaried officers of the Corporation or of Cinergy Corp. or any of its subsidiaries) shall be entitled to receive as compensation for services such amounts as may be determined from time to time by the Board of Directors in form either in fees for attendance at the meeting of the Board of Directors, or by payment at the rate of a fixed sum per month or both. The same payment may also be made to any one other than a director officially called to attend any such meeting. Section 8. Executive Committee. The Board of Directors may, by resolution passed by a majority of the whole Board, designate annually three (3) of their number (the President and two (2) other members of the Board) to constitute an Executive Committee, who to the extent provided in the resolution, shall exercise in the intervals between the meetings of the Board of Directors the powers of the Board in the management of the business and affairs of the Corporation. The Executive Committee may act by a majority of its members at a meeting or by a writing signed by all of its members. All action by the Executive Committee shall be reported to the Board of Directors at its meeting next succeeding such action. Non-employee members of such Executive Committee shall be entitled to receive such fees and compensation as the Board of Directors may determine. Section 9. Other Committees. The Board of Directors may also appoint such other standing or temporary committees from time to time as they may see fit, delegating to such committees all or any part of their own powers. The members of such committees shall be entitled to receive such fees as the Board may determine. ARTICLE IV Officers Section 1. Officers. The officers of the Corporation shall consist of a President, one or more Vice-Presidents, one or more Managing Directors, a Secretary and one or more Assistant Secretaries and a Treasurer and one or more Assistant Treasurers, all of whom shall be elected by the Board of Directors, and shall hold office for one (1) year and until their successors are chosen and qualified. The Board of Directors may, at its option, elect a Chairman of the Board. Any two or more offices may be held by the same person, except that the duties of the President and Secretary shall not be performed by the same person. All vacancies occurring among any of the above offices shall be filled by the Board of Directors. Any office may be removed at any time by the affirmative vote of a majority of the Board of Directors at a special meeting of the Board of Directors called for the purpose. Section 2. Subordinate Officers. The Board of Directors may appoint such other officers and agents with such powers and duties as they shall deem necessary. Section 3. Chairman of the Board. The Chairman of the Board of Directors, if there is one elected as herein provided, shall be a director and shall preside at all meetings of the Board of Directors and shall, subject to their direction and control, be their representative and medium of communication, and shall perform such duties as may from time to time be assigned to him by the Board of Directors. Section 4. President and Chief Executive Officer. The President and Chief Executive Officer shall be a director and shall be the chief executive officer of the Corporation. He shall preside at all meetings of the shareholders and Executive Committee and, in the absence of the Chairman of the Board of Directors, if there be one, at all meetings of the Board of Directors. He shall have general and active management of the business of the Corporation, shall see that all orders and resolutions of the Board of Directors or Executive Committee are carried into effect, and shall have general powers and duties of supervision and management usually vested in the office of President and chief executive officer of a corporation. Section 5. Vice-Presidents. The Vice-Presidents shall perform such duties as the Board of Directors shall, from time to time, require. In the absence or incapacity of the President, the Vice-President designated by the President or Board of Directors or Executive Committee shall exercise the powers and duties of the President. Section 6. Managing Directors. The Managing Directors shall have authority to bind the Corporation to contractual obligations and shall perform such duties as the Board of Directors shall, from time to time, require. Section 7. Secretary. The Secretary shall attend all meetings of the Board of Directors, of the Executive Committee and of the shareholders and act as clerk thereof and record all votes and the minutes of all proceedings in a book to be kept for that purpose. He shall see that proper notice is given of all meetings of the shareholders of the Corporation and of the Board of Directors and shall perform such other duties as may be prescribed from time to time by the Board of Directors or by the President. Assistant Secretaries. At the request of the Secretary, or in his or her absence or inability to act, the Assistant Secretary or, if there be more than one, the Assistant Secretary designated by the Secretary, shall perform the duties of the Secretary and when so acting shall have all the powers of and be subject to all the restrictions of the Secretary. The Assistant Secretaries shall perform such other duties as may from time to time be assigned to them by the President, the Secretary, or the Board of Directors. Section 8. Treasurer. The Treasurer shall be the financial officer of the Corporation, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, shall deposit all moneys and other valuables in the name and to the credit of the Corporation, in such depositories as may be directed by the Board of Directors, shall disburse the funds of the Corporation as may be ordered by the Board of Directors or by the President, taking proper vouchers therefor, and shall render to the President and directors at all regular meetings of the Board of Directors, or whenever they may require it, and to the annual meeting of the shareholders, an account of all his transactions as Treasurer and of the financial condition of the Corporation. He shall also perform such other duties as the Board of Directors may from time to time require. He shall give a bond for the faithful discharge of his duties in such sum as the Board of Directors may require. Assistant Treasurers. At the request of the Treasurer, or in his absence or inability to act, the Assistant Treasurer or, if there be more than one, the Assistant Treasurer designated by the Treasurer, shall perform the duties of the Treasurer and when so acting shall have all the powers of and be subject to all the restrictions of the Treasurer. The Assistant Treasurers shall perform such other duties as may from time to time be assigned to them by the President, the Treasurer, or the Board of Directors. ARTICLE V Indemnification of Directors, Officers, Employees, and Agents Section 1. Definitions. As used in this Article: A. "Corporation" includes any domestic or foreign predecessor entity of the Corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction. B. "Director" means an individual who is or was a Director of the Corporation or an individual who, while a Director of the Corporation, is or was serving at the Corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A Director shall be considered to be serving an employee benefit plan at the Corporation's request if his or her duties to the Corporation also impose duties on, or otherwise involve services by, him or her to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a Director. C. "Expenses" include counsel fees and any expenses incurred in connection with investigating or defending any claim. D. "Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding. E. "Official capacity" means: (1) When used with respect to a Director, the office of Director in the Corporation; and (2) When used with respect to an individual other than a Director, as contemplated in Section 6, the office in the Corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the Corporation. "Official capacity" shall not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise. F. "Party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding. G. "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal. Section 2. Indemnification. A. Except as provided in subsection (D) of this Section, the Corporation shall indemnify an individual made a party to a proceeding because he or she is or was a Director against liability incurred in the proceeding if: (1) He or she conducted himself or herself in good faith; and (2) He or she reasonably believed: (a) In the case of conduct in his or her official capacity with the Corporation, that his or her conduct was in its best interest; and (b) In all other cases, that his or her conduct was at least not opposed to its best interests; and (3) In the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. B. A Director's conduct with respect to an employee benefit plan for a purpose he or she reasonably believed to be in the interests of the participants in and beneficiaries of the plan shall be conduct that satisfies the requirement of subsection A(2)(b) of this Section. C. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not be, of itself, determinative that the Director did not meet the standard of conduct described in this Section. D. The Corporation may not indemnify a Director under this Section: (1) In connection with a proceeding by or in the right of the Corporation in which the Director was adjudged liable to the Corporation; or (2) In connection with any other proceeding charging improper personal benefit to him or her, whether or not involving action in his or her official capacity, in which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her. E. Indemnification permitted under this Section in connection with a proceeding by or in the right of the Corporation shall be limited to reasonable expenses incurred in connection with the proceeding. Section 3. Mandatory Indemnification. Unless limited by the Articles of Incorporation, the Corporation shall indemnify a Director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a Director of the Corporation against reasonable expenses incurred by him or her in connection with the proceeding. Section 4. Advance for Expenses. A. The Corporation may pay for or reimburse the reasonable expenses incurred by a Director who is a party to a proceeding in advance of final disposition of the proceeding if: (1) The Director furnishes the Corporation a written affirmation of his or her good faith belief that he or she has met the standard of conduct described in Section 2; (2) The Director furnishes the Corporation a written undertaking, executed personally or on his or her behalf, to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct; and (3) A determination is made that the facts then known to those making the determination would not preclude indemnification under this article. B. The undertaking required by subsection A(2) of this Section shall be an unlimited general obligation of the Director but shall not be required to be secured and may be accepted without reference to financial ability to make repayment. C. Determinations and authorizations of payments under this Section shall be made in the manner specified in Section 5. Section 5. Determination and Authorization of Indemnification. A. The Corporation shall not indemnify a Director under Section 2 of this Article unless authorized in the specific case after a determination has been made that indemnification of the Director is permissible in the circumstances because he or she has met the standard of conduct set forth in Section 2. B. The determination shall be made: (1) By the Board of Directors by majority vote of a quorum consisting of Directors not at the time parties to the proceeding; (2) If a quorum cannot be obtained under subsection B(1) of this Section, by majority vote of a committee duly designated by the Board of Directors (in which designation Directors who are parties may participate), consisting solely of two or more Directors not at the time parties to the proceeding; (3) By special legal counsel: (a) Selected by the Board of Directors or its committee in the manner prescribed in subsection B(1) and (2) of this Section; or (b) If quorum of the Board of Directors cannot be obtained under subsection B(1) of this Section and a committee cannot be designated under subsection B(2) of this Section, selected by majority vote of the full Board of Directors (in which selection Directors who are parties may participate); or (4) By the shareholders, but shares owned by or voted under the control of Directors who are at the time parties to the proceeding shall not be voted on the determination. C. Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection B(3) of this Section to select counsel. Section 6. Indemnification of Officers, Employees, and Agents. Unless the Corporation's Articles of Incorporation provide otherwise: A. An officer of the Corporation who is not a Director shall be entitled to mandatory indemnification under Section 3, and is entitled to apply for court-ordered indemnification under the Delaware General Corporation Law, in each case to the same extent as a Director; B. The Corporation may indemnify and advance expenses under this Article to an officer, employee, or agent of the Corporation who is not a Director to the same extent as to a Director; and C. The Corporation may also indemnify and advance expenses to an officer, employee, or agent who is not a Director to the extent, consistent with public policy, that may be provided by the Articles of Incorporation, By-Laws, general or specific action of the Board of Directors, or contract. Section 7. Insurance. The Corporation may purchase and maintain insurance on behalf of an individual who is or was a Director, officer, employee, or agent of the Corporation, or who, while a Director, officer, employee, or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a Director, officer, employee, or agent, whether or not the Corporation would have power to indemnify him or her against the same liability under Section 2 or 3. Section 8. Application of this Article. A. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the By-Laws, any agreement, vote of shareholders or disinterested Directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. B. This Article shall not limit the Corporation's power to pay or reimburse expenses incurred by a Director in connection with his or her appearance as a witness at a proceeding at a time when he or she has not been made a named defendant or respondent to the proceeding. ARTICLE VI Capital Stock Section 1. Form and Execution of Certificates. The certificates for shares of the capital stock of the Corporation shall be of such form and content, not inconsistent with the law and the Articles of Incorporation, as shall be approved by the Board of Directors. The certificates shall be signed by the President or a Vice-President and also by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. All certificates shall be consecutively numbered. The name and address of the person owning the shares represented thereby, with the number of such shares and the date of issue, shall be entered on the Corporation's books. Section 2. Transfer of Shares. Shares may be transferred on the books of the Corporation by the holder in person or by his attorney, upon the surrender and cancellation of certificates for a like number of shares. Section 3. Appointment of Transfer Agents and Registrars. The Board of Directors may appoint one or more transfer agents or one or more registrars or both, and may require all stock certificates to bear the signature of either or both. When any such certificate is signed, by a transfer agent or registrar, the signatures of the corporate officers and the corporate seal, if any, upon such certificate may be facsimiles, engraved or printed. In case any officer designated for the purpose, who has signed or whose facsimile signature has been used on any such certificate, shall, from any cause, cease to be such officer before the certificate has been delivered by the Corporation, the certificate may nevertheless be adopted by the Corporation and be issued and delivered as though the person had not ceased to be such officer. Section 4. Closing of Transfer Books or Taking Record of Shareholders. The Board of Directors may fix a time not exceeding forty (40) days preceding the date of any meeting of shareholders or any dividend payment date or any date for the allotment of rights as a record date for the determination of the shareholders entitled to notice of such meeting or to vote thereat or to receive such dividends or rights as the case may be; or the Board of Directors may close the books of the Corporation against transfer of shares during the whole or any part of such period. Section 5. Lost Stock Certificates. In the case of a lost stock certificate a new stock certificate may be issued in its place upon proof of such loss, destruction or mutilation and upon the giving of a satisfactory bond of indemnity to the Corporation and/or to the transfer agent and registrar of such stock, if any, in such sum and under such terms as the Board of Directors may provide. ARTICLE VII Dividends Section 1. Dividends. The Board of Directors of the Corporation may declare and the Corporation may pay dividends on its outstanding shares in cash or property or in its own shares, or may issue its own shares or securities in lieu of unpaid accrued dividends, but no dividend shall be declared or paid or such issue made at a time when the Corporation is insolvent or when such payment or issue would render the Corporation insolvent or would diminish the amount of the capital of the Corporation. ARTICLE VIII Fiscal Year Section 1. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and terminate on the thirty-first day of December in each year. ARTICLE IX Contracts, Checks, Notes, etc. Section 1. Contracts, Checks, Notes, etc. All contracts and agreements authorized by the Board of Directors and all bonds and notes may, unless otherwise directed by the Board of Directors or unless otherwise required by law, be signed by either the President or a Vice-President or a Managing Director. The Board of Directors may by resolution adopted at any meeting designate officers of the Corporation who may in the name of the Corporation execute checks, drafts and orders for the payment of money in its behalf and, in the discretion of the Board of Directors, such officers may be so authorized to sign such checks singly without necessity for counter-signature. ARTICLE X Notice and Waiver of Notice Section 1. Notice and Waiver of Notice. Any notice required to be given by these By-Laws to a shareholder, director or officer may be given in writing, personally served or through the United States Mail, or by telephone, telecopy, telegram, cablegram or radiogram, and such notice shall be deemed to be given at the time when the same shall be thus transmitted. Any notice required to be given by these By-Laws may be waived by the person entitled to such notice. ARTICLE XI Corporate Seal Section 1. Corporate Seal. The corporate seal of the Corporation shall consist of a metallic stamp, circular in form, bearing in its center the word "Seal", and on the outer edge the name of the Corporation. ARTICLE XII Amendment Section 1. Amendment. These By-Laws may be amended or repealed at any meeting of the shareholders of the Corporation by the affirmative vote of the holders of record of shares entitling them to exercise a majority of the voting power on such proposal, or, without a meeting, by the written consent of the holders of record of shares entitling them to exercise two-thirds of the voting power on such proposal. Adopted: April, 1996 EX-99.B.6 7 CERTIFICATE OF INCORPORATION OF CINERGY SOLUTIONS, INC. The undersigned, for the purpose of organizing a corporation under the General Corporation Law of the State of Delaware, certifies: FIRST: The name of the corporation shall be Cinergy Solutions, Inc. SECOND: The address of the corporation's registered office in the State of Delaware is the Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be formed under the General Corporation Law of the State of Delaware. FOURTH: The number of shares of stock which the corporation shall have authority to issue is five hundred (500) shares of common stock, without par value. FIFTH: The name and mailing address of the incorporator is Rosemary E. Grieme, 139 East Fourth Street, Cincinnati, Ohio 45202. SIXTH: A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. If the Delaware General Corporation Law is amended after the date of the filing of this Certificate to authorize corporation action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. No repeal or modification of this Article SIXTH shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such repeal or modification. SEVENTH: The directors shall have power to make, alter or repeal by-laws, except as may otherwise be provided in the by- laws. EIGHTH: Elections of directors need not be by written ballot, except as may otherwise be provided in the by-laws. WITNESS my signature this 10th day of February, 1997. Rosemary E. Grieme Sole Incorporator EX-99.B.7 8 CERTIFICATE OF FORMATION OF TRIGEN-CINERGY SOLUTIONS LLC The undersigned, being natural persons of age eighteen years or more, acting as organizers of a limited liability company under the Delaware Limited Liability Company Act (as the same may be amended from time to time, the "Act"), adopt, pursuant to Section 18-201 of the Act, the following Certificate of Formation for such limited liability company (the "Company"): ARTICLE I NAME The name of the Company shall be: Trigen-Cinergy Solutions LLC. ARTICLE II REGISTERED OFFICE, REGISTERED AGENT The initial registered office of the Company shall be: c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, or such other location as the Parties by mutual consent shall determine. The initial registered agent of the Company shall be: c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, or such other location as the Parties by mutual consent shall determine. Either the registered officer or the registered agent may be changed in the manner provided by law. ARTICLE III PERIOD OF DURATION The Company shall exist until dissolved according to law or by the terms of the Operating Agreement (defined in Article VI). ARTICLE IV POWERS Except as restricted by this Certificate of Formation, the Company shall have any may exercise all powers and rights which a limited liability company may exercise legally pursuant to the Act. ARTICLE V AMENDMENTS The Company reserves the right to amend its Certificate of Formation from time to time in accordance with the Act, provided, that the unanimous approval of the members of the Company to such amendment has been duly obtained. ARTICLE VI ADOPTION OF OPERATING AGREEMENT The initial Limited Liability Company Agreement of the Company (the "Operating Agreement") shall be adopted by its members. The Operating Agreement may contain any provisions for the regulation and management of the affairs of the Company not inconsistent with law or this Certificate of Formation. The undersigned does hereby certify, make and acknowledge this Certificate of Formation on this 18th day of February, 1997. Catherine D. Ledyard Catherine D. Ledyard Authorized Person EX-99.B.8 9 CERTIFICATE OF INCORPORATION OF CINERGY UK, INC. FIRST: The name of the corporation is Cinergy UK, Inc. (hereinafter the "Corporation"). SECOND: The address of the registered office of the corporation in the State of Delaware is 1209 Orange Street, in the city of Wilmington, County of New Castle. The name of its registered agent at that address is The Corporation Trust Company. THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the GCL"). FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is one thousand (1,000) shares of Common Stock, each having a par value of one cent ($0.01). FIFTH: The name and mailing address of the Sole Incorporator is as follows: Name Address Deborah M. Reusch P. O. Box 636 Wilmington, DE 19899 SIXTH: The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders: (1) The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. (2) The directors shall have concurrent power with the stockholders to make, alter, amend, change, add to or repeal the By-Laws of the Corporation. (3) The number of directors of the Corporation shall be as from time to time fixed by, or in the manner provided in, the By-Laws of the Corporation. Election of directors need not be by written ballot unless the By-Laws so provide. (4) No director shall not be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this Article SIXTH by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification. SEVENTH: Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the GCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation. EIGHTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the GCL, do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 1st day of May, 1996. Deborah M. Reusch Sole Incorporator Adopted: May 1, 1996 Amended: August 16, 1996 EX-99.B.9 10 By-Laws Of CINERGY UK, INC. (hereinafter called the "Corporation") ARTICLE I Offices Section 1.1. Offices. The principal office of the Corporation shall be at 139 East Fourth Street, Cincinnati, Ohio 45202. The Corporation may have such other offices at such other places as the Board of Directors may from time to time determine, or as the business of the Corporation may require. ARTICLE II Stockholders' Meetings Section 2.1. Annual Meeting. The annual meeting of the stockholders may be held at such place, time, and date designated by the Board of Directors for the election of directors, the consideration of the reports to be laid before the meeting, and the transaction of such other business as may be brought before the meeting. Section 2.2. Notice of Annual Meeting. Notice of the annual meeting shall be given in writing to each stockholder entitled to vote thereat, at such address as appears on the records of the Corporation at least ten (10) days and not more than forty-five (45) days prior to the meeting. Section 2.3. Special Meetings. Special meetings of the stockholders may be called at any time by the Chairman of the Board, the Chief Executive Officer, or the President, or by a majority of the members of the Board of Directors acting with or without a meeting, or by the persons who hold in the aggregate the express percentage, as provided by statute, of all shares outstanding and entitled to vote thereat, upon notice in writing, stating the time, place and purpose of the meeting. Business transacted at all special meetings shall be confined to the objects stated in the call. Section 2.4. Notice of Special Meeting. Notice of a special meeting, in writing, stating the time, place and purpose thereof, shall be given to each stockholder entitled to vote thereat, at least twenty (20) days and not more than forty-five (45) days prior to the meeting. Section 2.5. Waiver of Notice. Notice of the time, place and purpose of any meeting of stockholders may be waived by the written assent of every stockholder entitled to notice, filed with or entered upon the records of the meeting, either before or after the holding thereof. Section 2.6. Quorum. The holders of shares entitling them to exercise a majority of the voting power, or, if the vote is to be taken by classes, the holders of shares of each class entitling them to exercise a majority of the voting power of that class, present in person or by proxy at any meeting of the stockholders, unless otherwise specified by statute, shall constitute a quorum. If, however, at any meeting of the stockholders, a quorum shall fail to attend in person or by proxy, a majority in interest of the stockholders attending in person or by proxy at the time and place of such meeting may adjourn the meeting from time to time without further notice (unless the meeting has been adjourned for over thirty days), other than by announcement at the meeting at which such adjournment is taken, until a quorum is present. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting originally called. Section 2.7. Voting. At each meeting of the stockholders, except as otherwise provided by statute or the Certificate of Incorporation, every holder of record of stock of the class or classes entitled to vote at such meeting shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date, not later than such time as expressly provided by statute, prior to said meeting unless some other definite period of validity shall be expressly provided therein. Each stockholder shall have one (1) vote for each share of stock having voting power, registered in his or her name on the books of the Corporation, at the date fixed for determination of persons entitled to vote at the meeting or, if no date has been fixed, then as expressly provided by statute. (e.g., either the date of the meeting, the date next proceeding the day of the meeting, or any such similar governing time frame). Cumulative voting shall be permitted only as expressly provided by statute. At any meeting of stockholders, a list of stockholders entitled to vote, alphabetically arranged, showing the number and classes of shares held by each on the date fixed for closing the books against transfers or the record date fixed as hereinbefore provided (or if no such date has been fixed, then as hereinbefore stated as expressly provided by statute) shall be produced on the request of any stockholder, and such list shall be prima facie evidence of the ownership of shares and of the right of stockholders to vote, when certified by the Secretary or by the agent of the Corporation having charge of the transfer of shares. Section 2.8. Written Consent of Stockholders in Lieu of Meeting. Any action required or permitted by statute, the Certificate of Incorporation, or these By-Laws, to be taken at any annual or special meeting of stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a written consent in lieu of a meeting, setting forth the action so taken, shall be signed by all the stockholders entitled to vote thereon. Any such written consent may be given by one or any number of substantially concurrent written instruments of substantially similar tenor signed by such stockholders, in person or by attorney or proxy duly appointed in writing, and filed with the records of the Corporation. Any such written consent shall be effective as of the effective date thereof as specified therein. ARTICLE III Directors Section 3.1. Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not, by statute, the Certificate of Incorporation, or these By-Laws, directed or required to be exercised or done by the stockholders. Section 3.2. Number and Election of Directors. The Board of Directors shall consist of not less than three nor more than fifteen members, the exact number of which shall be fixed by the Board of Directors. Directors shall be elected annually by stockholders at their annual meeting, in a manner consistent with statute and as provided in Article II, Section 2.8 of these By- Laws, and each director so elected shall hold office until his/her successor is duly elected and qualifies, or until his/her earlier resignation or removal. Any director may resign at any time upon notice to the Corporation. Directors need not be stockholders. Any director may be removed at any time with or without cause by a majority vote of the stockholders, unless otherwise provided by statute. Section 3.3. Vacancies. Vacancies and newly created directorships, resulting from any increase in the authorized number of directors, may be filled by a majority of the directors then in office, and the directors so chosen shall hold office for the unexpired term of the predecessor and/or until the next annual meeting of stockholders, and until their successors are duly elected and qualify, or until their earlier resignation or removal. Section 3.4. Meetings. Regular meetings of the Board of Directors may be held at such time, place, and upon such notice as the Board of Directors may from time to time determine. Special meetings of the Board of Directors may be called by the Chairman of the Board, the Chief Executive Officer, the President, or by members of the board (the express percentage of the latter as minimally provided for by statute). Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail (not less than forty-eight (48) hours before the date of the meeting), by telephone or telegram (on twenty-four (24) hours' notice) or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances. Section 3.5. Quorum. Except as may be otherwise specifi- cally provided for by statute, the Certificate of Incorporation or these By-Laws, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 3.6. Actions of Board. Unless otherwise provided by the Certificate of Incorporation of the Corporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee(s) thereof, may be taken without a meeting, if all the members of the Board of Directors, or of such committee(s), as the case may be, consent thereto in writing, and the writing(s) is filed with the minutes of proceedings of the Board of Directors, or of such committee(s), of the Corporation. Any such written consent to action of the Board of Directors, or of such committee(s), shall be effectuated by the signature of the member lastly consenting thereto in writing, unless the consent otherwise specified a prior or subsequent effective date. Section 3.7. Meetings by Means of Conference Telephone. Unless otherwise provided by the Certificate of Incorporation of the Corporation or these By-Laws, members of the Board of Direc- tors, or any committee(s) thereof, may participate in a meeting of the Board of Directors, or of such committee(s), as the case may be, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.7 shall constitute presence in person at such meeting. Section 3.8. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate, from time to time as they may see fit, one or more committees, each such committee to consist of three or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of any such committee. In the absence or dis- qualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent allowed by statute and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. Each committee shall keep regular minutes and report to the Board of Directors when required. Section 3.9. Compensation. Each director of the Corporation (other than directors who are salaried officers of the Corporation or any of its affiliates) shall be entitled to receive as compensation for services such reasonable compensation, which may include pension, disability and death benefits, as may be determined from time to time by the Board of Directors. Reasonable compensation may also be paid to any person other than a director officially called to attend any such meeting. Section 3.10. Contracts and Transactions Involving Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his/her or their votes are counted for such purpose if: (i) the material facts as to his/her or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to his/her or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. ARTICLE IV Officers Section 4.1. Officers. The officers of the Corporation shall consist of a President, a Secretary, and a Treasurer, and may consist of a Chairman of the Board, a Chief Executive Officer, a Comptroller, one or more Vice Presidents, one or more Assistant Secretaries, and such other officers as the board shall from time to time deem necessary. Any number of offices may be held by the same person, unless otherwise prohibited by statute, the Certificate of Incorporation, or these By-Laws. Section 4.2. Appointment, Terms, and Vacancies. The Board of Directors, at its first meeting held after each annual meeting of stockholders of the Corporation (i.e., the annual organization meeting of the Board of Directors), shall appoint the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board, and such officers shall hold office until their successors are chosen and shall qualify, or until their earlier resignation or removal from office. Any officer appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the board. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. Section 4.3. Chairman of the Board. The Chairman of the Board, if there be one, shall be a director and shall preside at all meetings of the Board of Directors and, in the absence or incapacity of the Chief Executive Officer and the President, meetings of the stockholders, and shall, subject to the board's direction and control, be the board's representative and medium of communication, and shall have the general powers and duties as are incident to the office of Chairman of the Board of a corporation. Section 4.4. Chief Executive Officer. The Chief Executive Officer, if there be one, shall preside at all meetings of the stockholders and, in the absence or incapacity of the Chairman of the Board, meetings of the Board of Directors. The Chief Executive Officer shall from time to time report to the Board of Directors all matters within his or her knowledge which the interests of the Corporation may require be brought to their notice. Where the offices of Chief Executive Officer and President are held by different individuals, the President will report directly to the Chief Executive Officer. Section 4.5. President. The President shall be the chief operating officer of the Corporation, and shall have general and active management and direction of the affairs of the Corporation, shall have supervision of all departments and of all officers of the Corporation, shall see that the orders and resolutions of the Board of Directors, or of any committee(s) thereof, are carried fully into effect, and shall have the general powers and duties of supervision and management as are incident to the office of President of a corporation. In the absence or incapacity of the Chief Executive Officer, the President also shall be the chief executive officer of the Corporation. Section 4.6. Vice Presidents. The Vice Presidents shall perform such duties as the Board of Directors shall from time to time require. In the absence or incapacity of the President, the Vice President designated by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, or the President shall exercise the powers and duties of the President. Section 4.7(a). Secretary. The Secretary shall attend all meetings of the Board of Directors and of the stockholders of the Corporation, and act as clerk thereof, and record all votes and the minutes of all proceedings in a book to be kept for that purpose, shall record all written business transactions, shall perform like duties for the standing committees when required, and shall have the general powers and duties as are incident to the office of Secretary of a corporation. The Secretary shall give, or cause to be given, proper notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, or the President. The Secretary shall have custody of the seal, if there be one, of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. (The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his/her signature). The Secretary shall see that all books, reports, statements, certificates and other documents and records required by statute to be kept or filed are properly kept or filed, as the case may be. Section 4.7(b). Assistant Secretaries. At the request of the Secretary, or in his or her absence or incapacity to act, the Assistant Secretary or, if there be more than one, the Assistant Secretary designated by the Secretary, shall perform the duties of the Secretary and when so acting shall have all the powers of and be subject to all the restrictions of the Secretary. The Assistant Secretaries shall perform such other duties as may from time to time be assigned to them by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, the President, or the Secretary. Section 4.8. Treasurer. The Treasurer shall be the financial officer of the Corporation, shall keep full and accurate accounts of all collections, receipts and disbursements in books belonging to the Corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors, shall disburse the funds of the Corporation as may be ordered by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, or the President, taking proper vouchers therefor, and shall render to the President, the Chief Executive Officer, the Chairman of the Board, and/or directors at any meeting of the board, or whenever they may require it, and to the annual meeting of the stockholders, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation, and shall have the general powers and duties as are incident to the office of Treasurer of a corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in a form and in such sum with surety as shall be satisfactory to the Board of Directors for the faithful performance of his or her duties as Treasurer and for the restoration to the Corporation, in the case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession, or under his or her control, and belonging to the Corporation. The Treasurer shall perform such other duties as may be prescribed by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, or the President. Section 4.9. Comptroller. The Comptroller shall have control over all accounts and records of the Corporation pertaining to moneys, properties, materials and supplies, and shall have executive direction over the bookkeeping and accounting functions and shall have the general powers and duties as are incident to the office of comptroller of a corporation. The Comptroller shall perform such other duties as may be prescribed by the Board of Directors (including by the Chairman of the Board), the Chief Executive Officer, the President, or a Vice President. Section 4.10. Other Officers. Such other officers of the Corporation as the Board of Directors may appoint shall perform such duties and have such powers as from time to time may be assigned to them by the board. The Board of Directors may delegate to any other officer of the Corporation the power to appoint such other officers and to prescribe their respective duties and powers. ARTICLE V Capital Stock Section 5.1. Form and Execution of Certificates. The certificates for shares of the capital stock of the Corporation shall be of such form and content, not inconsistent with statute and the Certificate of Incorporation, as shall be approved by the Board of Directors. Every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the Corporation, by (i) either the Chairman of the Board, the Chief Executive Officer, the President or a Vice President and (ii) by any one of the following officers: the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. All certificates shall be consecutively numbered in each class of shares. The name and address of the person owning the shares represented thereby, with the number of shares and the date of issue, shall be entered on the Corporation's books. Section 5.2. Signatures. Any or all of the signatures on a certificate may be a facsimile thereof. In case any offi- cer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he/she were such officer, transfer agent or registrar at the date of issue. Section 5.3. Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his/her legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. Section 5.4. Transfers. The capital stock of the Corporation shall be transferable in the manner provided by statute and in these By-Laws. Transfers of shares shall be made on the books of the Corporation only by the person named in the certificate or by his/her attorney lawfully constituted in writing and upon the surrender of the certificate therefor, which shall be canceled before a new certificate shall be issued. Section 5.5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Section 5.6. Beneficial Ownership Rights. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by statute. ARTICLE VI Notices Section 6.1. Notices. Whenever written notice is re- quired by statute, the Certificate of Incorporation, or these By- Laws to be given to any director, member of a committee, or stockholder, such notice may be given by mail, addressed to each such person, at his/her address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail, or as otherwise provided by statute. Written notice may also be given personally or by tele- gram, telex or cable. Section 6.2. Waivers of Notice. Whenever any notice is required by statute, the Certificate of Incorporation, or these By-Laws to be given to any director, member of a committee, or stockholder, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE VII General Provisions Section 7.1. Dividends. Dividends upon the capital stock of the Corporation, subject to any provision imposed by the Certificate of Incorporation, may be declared by the Board of Directors at any regular or special meeting, or by written consent to the action of the board without such meeting(s), and may be paid in cash, in property, or in shares of the capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve. Section 7.2. Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. Section 7.3. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chief Executive Officer, the President, any Vice President, the Secretary, or any Assistant Secretary, and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons. Section 7.4. Fiscal Year. The fiscal year of the Corpo- ration shall begin on the first day of January and end on the thirty-first day of December each year. Section 7.5. Corporate Seal. The seal of the Corporation (if there be one) shall have inscribed thereon the name of the Corporation, the year of its incorporation, the words "Corporate Seal" and "Delaware", and any such other emblem or device as approved by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. ARTICLE VIII Indemnification Section 8.1. Power to Indemnify in Actions, Suits or Proceedings Other than Those By or in the Right of the Corporation. Subject to Section 8.3 of this Article VIII, the Corporation shall indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he/she is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director or officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding, if he/she acted in good faith and in a manner he/she reasonably believed to be in or not op- posed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he/she reasonably be- lieved to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceed- ing, had reasonable cause to believe that his/her conduct was unlawful. Section 8.2. Power to Indemnify in Actions, Suits or Proceedings By or in the Right of the Corporation. Subject to Section 8.3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he/she is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his/her duty to the Corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Section 8.3. Authorization of Indemnification. Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he/she has met the applicable standard of conduct set forth in Section 8.1 or Section 8.2 of this Article VIII, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he/she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him/her in connection therewith, without the necessity of authorization in the specific case. Any determination made by the disinterested directors or by independent legal counsel under this section shall be promptly communicated to the person who threatened or brought the action or suit by or in the right of the Corporation under Section 8.1 and 8.2 of this Article VIII, and, within ten days after receipt of such notification, such persons shall have the right to petition the court (at courts' discretion) in which such action or suit was brought to review the reasonableness of such determination. Section 8.4. Good Faith Defined. For purposes of any determination under Section 8.3 of this Article VIII, a person shall be deemed to have acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his/her conduct was unlawful, if his/her action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him/her by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant, or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term "another enterprise" as used in this Section 8.4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 8.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 8.1 or 8.2 of this Article VIII, as the case may be. Section 8.5. Indemnification by a Court. Notwith- standing any contrary determination in the specific case under Section 8.3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 8.1 and 8.2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he/she has met the applicable standards of conduct set forth in Sections 8.1 or 8.2 of this Article VIII, as the case may be. Neither a contrary determination in the specific case under Section 8.3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 8.5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application. Section 8.6. Expenses Payable in Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he/she is not entitled to be indemnified by the Corporation as authorized in this Article VIII. Section 8.7. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any other provision of these By-Laws, or similarly entitled under any agreement, contract, vote of stockholders or disinterested directors, or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 8.1 and 8.2 of this Article VIII shall be made to the fullest extent permitted by statute. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Sections 8.1 or 8.2 of this Article VIII, but whom the Corporation has the power or obligation to indemnify under the provisions of statute of the State of Delaware, or otherwise. Section 8.8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not the Corporation would have the power or the obligation to indemnify him/her against such liability under the provisions of this Article VIII. Section 8.9. Certain Definitions. For purposes of this Article VIII, references to "the Corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as he/she would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VIII, references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he/she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation", as referred to in this Article VIII. Section 8.10. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. Section 8.11. Limitation on Indemnification. Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to enforce rights to indem- nification (which shall be governed by Section 8.5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation. The Corporation shall indemnify a director who was wholly successful, on merits or otherwise, in the defense of any proceedings to which he/she was a party because he/she was a director of the Corporation against reasonable expenses incurred by him/her in connection with the proceeding. Section 8.12. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indem- nification and to the advancement of expenses to employees and agents of the Corporation, similar to those conferred in this Article VIII to directors and officers of the Corporation. ARTICLE IX Amendments Section 9.1. Amendments. These By-Laws may be altered, amended or repealed, in whole or in part, or new By-Laws may be adopted: (i) by the affirmative vote of a majority of the holders of record of the outstanding shares entitled to vote thereon, or by the written consent of the holders of record of a two-thirds majority of the outstanding shares entitled to vote thereon, except as such alteration, amendment or repeal by any vote or written consent of the stockholders is otherwise expressly prohibited by statute; or (ii) by a majority vote of the Board of Directors, or by unanimous written consent of the board, except as such alteration, amendment or repeal by any vote or action of the board is otherwise expressly prohibited by statute. ARTICLE X Emergency By-Laws Section 10.1. Emergency By-Laws. The Emergency By-Laws shall be operative during any emergency in the conduct of the business of the Corporation resulting from an attack on the United States or on a locality in which the Corporation conducts its business or customarily holds meetings of its Board of Directors or its stockholders, or during any nuclear or atomic disaster, or during the existence of any catastrophe, or similar emergency condition, as a result of which a quorum of the Board of Directors or a standing committee thereof cannot readily be convened for action, notwithstanding any provision to the contrary in the preceding By-Laws, in the Certificate of Incorporation, or in the statute. To the extent not inconsistent with the provisions of this Section 10.1, the By-Laws of the Corporation shall remain in effect during any emergency, and upon its termination, the Emergency By-Laws shall cease to be operative. Any amendments to these Emergency By-Laws may make any further or different provision that may be practical and necessary for the circumstance of the emergency. During any such emergency: (A) a meeting of the Board of Directors or a committee thereof may be called by any officer or director of the Corporation. Notice of the time and place of the meeting or conference call shall be given by the person calling the meeting to such of the directors as it may be feasible to reach by any means of communication. Such notice shall be given at such time in advance of the meeting as circumstances permit in the judgment of the person calling the meeting; (B) the director or directors in attendance at the meeting shall constitute a quorum; (C) the officers or other persons designated on a list approved by the Board of Directors before the emergency, all in such order of priority and subject to such conditions and for such period of time (not longer than reasonably necessary after the termination of the emergency) as may be provided in the resolution approving the list, shall, to the extent required to provide a quorum at any meeting of the Board of Directors, be deemed the directors for such meeting; (D) the Board of Directors, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during such emergency any or all officers or agents of the Corporation shall for any reason be rendered incapable of discharging their duties; (E) the Board of Directors, either before or during any such emergency, may, effective in the emergency, change the head office or designate several alternative head offices or regional offices, or authorize the officers so to do; and (F) to the extent required to constitute a quorum at any meeting of the Board of Directors during such an emergency, the officers of the Corporation who are present shall be deemed, in order of rank and within the same rank in order of seniority, the directors for such meeting. No officer, director or employee acting in accordance with any provision of these Emergency By-Laws shall be liable except for willful misconduct. These Emergency By-Laws shall be subject to alteration, amendment or repeal by the further actions of the Board of Directors or stockholders of the Corporation. Adopted August 30, 1996 EX-99.F.1 11 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Board of Directors of Cinergy Corp.: We have audited the consolidated balance sheets of CINERGY CORP. (a Delaware Corporation) and its subsidiary companies as of December 31, 1996, and the related consolidated statements of income, changes in common stock equity and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, financial statements referred to above present fairly, in all material respects, the financial position of Cinergy Corp. and its subsidiary companies as of December 31, 1996, and the results of their operations and their cash flows for the year then ended, in conformity with generally accepted accounting principles. Cincinnati, Ohio, April 30, 1997 EX-99.F.7 12 ITEM 6. Part III - SUPPLEMENTAL INFORMATION REGARDING COMPENSATION AND SECURITY OWNERSHIP OF OFFICERS AND DIRECTORS OF SYSTEM COMPANIES (a) Directors' and Executive Officers' Compensation PSI (including subsidiaries) William J. Grealis is also a director and officer of PSI Energy Argentina. See Cinergy's disclosure on pages 11 through 23 of the Proxy Statement for the required information regarding Mr. Grealis' compensation. (b) Security Ownership of Certain Beneficial Owners and Management Cinergy (including Investments and subsidiaries) The beneficial ownership of Cinergy's common stock held by each nominee, continuing director, and named executive officer, including those of Investments and subsidiaries (as identified on pages 10-19 of this Annual Report on Form U5S (U5S)) and of units equal to one share of Cinergy's common stock paid as compensation to non-employee directors, as of December 31, 1996, is set forth in the following table. Amount and Nature Name of Beneficial Owner (1) of Beneficial Ownership (2) Units (3) Neil A. Armstrong 5,750 shares James K. Baker 18,605 shares 2,795 Michael G. Browning 23,835 shares 6,124 Phillip R. Cox 5,238 shares Kenneth M. Duberstein 17,991 shares William J. Grealis 22,710 shares John A. Hillenbrand II 33,259 shares 5,737 George C. Juilfs 8,750 shares J. Wayne Leonard 96,651 shares John M. Mutz 57,563 shares Melvin Perelman 29,868 shares 5,658 Thomas E. Petry 7,000 shares Jackson H. Randolph 129,893 shares James E. Rogers 218,171 shares John J. Schiff, Jr. 46,059 shares (4) Philip R. Sharp 1,000 shares Van P. Smith 22,390 shares Dudley S. Taft 8,000 shares Larry E. Thomas 88,441 shares Oliver W. Waddell 9,361 shares All directors and executive officers as a group 1,142,096 shares (2) (representing 0.72% of the class) ___________ (1) No individual listed beneficially owned more than 0.14% of the outstanding shares of Cinergy's common stock. (2) Includes shares which there is a right to acquire within 60 days pursuant to the exercise of stock options in the following amounts: Mr. Armstrong-5,000; Mr. Baker-17,787; Mr. Browning-17,787; Mr. Cox-5,000; Mr. Duberstein-17,787; Mr. Grealis-15,887; Mr. Hillenbrand-17,787; Mr. Juilfs- 5,000; Mr. Leonard-77,611; Mr. Mutz-52,787; Mr. Perelman-17,787; Mr. Petry- 5,000; Mr. Randolph-50,000; Mr. Rogers-95,629; Mr. Schiff-5,000; Mr. Smith- 17,787; Mr. Taft-5,000; Mr. Thomas-54,104; Mr. Waddell-2,500; and all directors and executive officers as a group-656,393. (3) Each unit represents one share of Cinergy's common stock credited to the account of the respective directors as of December 31, 1996, under the Cinergy Directors' Deferred Compensation Plan. (4) Includes 15,000 shares owned of record by a trust of which Mr. Schiff is one of three trustees who share voting and investment power equally. Does not include 1,791,000 shares, as to which Mr. Schiff disclaims any beneficial interest, held by Cincinnati Financial Corporation and certain of its subsidiaries. CG&E (including subsidiaries) CG&E's (and subsidiaries') directors and executive officers (as identified on pages 11-13 of this U5S) did not beneficially own any shares of any series of the class of CG&E's cumulative preferred stock as of December 31, 1996. The beneficial ownership of the outstanding shares of Cinergy's common stock held by each director and named executive officer as of December 31, 1996, is set forth in the following table. Amount and Nature Name of Beneficial Owner (1) of Beneficial Ownership (2) William J. Grealis 22,710 shares J. Wayne Leonard 96,651 shares Jackson H. Randolph 129,893 shares James E. Rogers 218,171 shares Larry E. Thomas 88,441 shares All directors and executive officers as a group 760,725 shares (2) (representing 0.48% of the class) ___________ (1) No individual listed beneficially owned more than 0.14% of the outstanding shares of Cinergy's common stock. (2) Includes shares which there is a right to acquire within 60 days pursuant to the exercise of stock options in the following amounts: Mr. Grealis-15,887; Mr. Leonard-77,611; Mr. Randolph-50,000; Mr. Rogers-95,629; Mr. Thomas-54,104; and all directors and executive officers as a group- 424,861. PSI (including subsidiaries) PSI's (and subsidiaries') director-nominees and named executive officers (as identified on pages 13-14 of this U5S) did not beneficially own any shares of any series of the class of PSI's cumulative preferred stock as of December 31, 1996. The beneficial ownership of the outstanding shares of Cinergy's common stock held by each director-nominee and named executive officer, and of units equal to one share of Cinergy common stock paid as compensation to non-employee directors of Cinergy, as of December 31, 1996, is set forth in the following table. Amount and Nature Name of Beneficial Owner (1) of Beneficial Ownership (2) Units (3) James K. Baker 18,605 shares 2,795 Michael G. Browning 23,835 shares 6,124 John A. Hillenbrand II 33,259 shares 5,737 J. Wayne Leonard 96,651 shares John M. Mutz 57,563 shares Jackson H. Randolph 129,893 shares James E. Rogers 218,171 shares Van P. Smith 22,390 shares Larry E. Thomas 88,441 shares All directors and executive officers as a group 892,218 shares (2) (representing 0.57% of the class) ___________ (1) No individual listed beneficially owned more than 0.14% of the outstanding shares of Cinergy's common stock. William J. Grealis is also a director and officer of PSI Energy Argentina. See Cinergy's disclosure on page 10 of the Proxy Statement for the required information regarding Mr. Grealis' security ownership. (2) Includes shares which there is a right to acquire within 60 days pursuant to the exercise of stock options in the following amounts: Mr. Baker- 17,787; Mr. Browning-17,787; Mr. Hillenbrand-17,787; Mr. Leonard-77,611; Mr. Mutz-52,787; Mr. Randolph-50,000; Mr. Rogers-95,629; Mr. Smith-17,787; Mr. Thomas-54,104; and all directors and executive officers as a group-538,798. As indicated in Note 1 above, William J. Grealis is also a director and officer of PSI Energy Argentina. See Cinergy's disclosure on page 10 of the Proxy Statement for the required information regarding Mr. Grealis' security ownership. (3) Each unit represents one share of Cinergy's common stock credited to the account of the respective directors as of December 31, 1996, under Cinergy's Directors' Deferred Compensation Plan. EX-99.H.1 13 Subsidiary Listing The following is a listing, as of March 27, 1997, of the subsidiaries of each registrant and their state of incorporation or organization indented to show degree of remoteness from registrant. State of Organization Name of Company_______________ or Incorporation___ Cinergy Corp. Delaware The Cincinnati Gas & Electric Company Ohio The Union Light, Heat and Power Company Kentucky Lawrenceburg Gas Company Indiana The West Harrison Gas and Electric Company Indiana Miami Power Corporation Indiana KO Transmission Company Kentucky Tri-State Improvement Company Ohio PSI Energy, Inc. Indiana South Construction Company, Inc Indiana PSI Energy Argentina, Inc.* Indiana Cinergy Services, Inc. Delaware Cinergy Investments, Inc. Delaware CGE ECK, Inc. Delaware Cinergy Communications, Inc. Delaware Cinergy Resources, Inc. Delaware Cinergy Technology, Inc. Indiana PSI Argentina, Inc. Indiana Costanera Power Corp. Indiana PSI International, Inc. Indiana PSI Power Resource Development, Inc. Indiana PSI Power Resource Operations, Inc. Indiana PSI Recycling, Inc. Indiana PSI Sunnyside, Inc. Indiana PSI T&D International, Inc. Indiana PSI Yacyreta, Inc. Indiana Power Equipment Supply Co. Indiana Enertech Associates, Inc. Ohio Cinergy Capital & Trading, Inc. Indiana Cinergy Cooling Corp. Ohio Cinergy UK, Inc. Delaware Avon Energy Partners Holdings (50%) England Avon Energy Partners PLC England Midlands Electricity plc* England Cinergy Solutions, Inc. Delaware Trigen-Cinergy Solutions LLC (50%) Delaware *FUCO EX-99.D.1 14 CINERGY CORP. AND SUBSIDIARY COMPANIES AGREEMENT FOR FILING CONSOLIDATED INCOME TAX RETURNS AND FOR ALLOCATION OF CONSOLIDATED INCOME TAX LIABILITIES AND BENEFITS Cinergy Corp., a registered public utility holding company, and its Subsidiaries hereby agree to join annually in the filing of a consolidated Federal income tax return and to allocate the consolidated Federal income tax liabilities and benefits among the members of the consolidated group in accordance with the provisions of this Agreement. 1. DEFINITIONS "Consolidated tax" is the aggregate current Federal income tax liability for a tax year, being the tax shown on the consolidated Federal income tax return and any adjustments thereto, as described in section 5 hereof. "Corporate taxable income" is the positive taxable income of an associate company for a tax year, computed as though such company had filed a separate return on the same basis as used in the consolidated return, except that dividend income from associate companies shall be disregarded, and other intercompany transactions, eliminated in consolidation, shall be given appropriate effect. "Corporate taxable loss" is the taxable loss of an associate company for a tax year, computed as though such company had filed a separate return on the same basis as used in the consolidated return, except that dividend income from associate companies shall be disregarded, and other intercompany transactions, eliminated in consolidation, shall be given appropriate effect. "Corporate tax credit" is a negative separate regular tax of a subsidiary company for a tax year, equal to the amount by which the consolidated regular tax is reduced by including the corporate taxable loss of such subsidiary company in the consolidated tax return. "Separate return tax" is the tax on the corporate taxable income or loss of an associate company as though such company were not a member of a consolidated group. These definitions shall apply, as appropriate, in the context of the regular income tax and the Alternative Minimum Tax ("AMT") unless otherwise indicated in this Agreement. 2. TAX ALLOCATION PROCEDURES The consolidated tax shall be allocated among the members of the group consistent with Rule 45(c) of the Public Utility Holding Company Act of 1935, utilizing the separate "corporate taxable income" method, in the following manner: a) Each subsidiary which has a corporate taxable loss will be entitled to a corporate tax credit equal to the amount by which the consolidated regular income tax is reduced by including the corporate tax loss of such subsidiary in the consolidated tax return. The members having corporate taxable income will be allocated an amount of regular income tax liability equal to the sum of the consolidated regular tax liability and the corporate tax credits allocated to the subsidiaries having corporate tax losses based on the ratio that each such member's corporate taxable income bears to the total corporate taxable income of all members having corporate taxable income. If the aggregate of the members' corporate tax losses are not entirely utilized on the current year's consolidated return, the consolidated carry back or carry forward of such losses to the applicable taxable year(s) will be allocated to each member having a corporate taxable loss in the ratio that such member's separate corporate tax loss bears to the total corporate tax losses of all members having corporate taxable losses. b) The consolidated Environmental Tax will be allocated among the members of the group by applying the procedures set forth in subsection a) above, except that the basis for allocation will be Alternative Minimum Taxable Income ("AMTI") rather than regular corporate taxable income. c) The consolidated AMT will be allocated among the members in accordance with the procedures and principles set forth in Proposed Treasury Regulation section 1.1502-55 in the form such Regulation existed on the date on which this Agreement was executed. d) Tax benefits such as general business credits, foreign tax benefits, or other tax credits shall be apportioned directly to those members whose investments or contributions generated the credit or benefit. If the credit or benefit can not be entirely utilized to offset current consolidated tax, the consolidated credit carryback or carryforward shall be apportioned to those members whose investments or contributions generated the credit or benefit in proportion to the relative amounts of credits or benefits generated by each member. e) If the amount of consolidated tax allocated to any subsidiary under this Agreement, as determined above, exceeds the separate return tax of such subsidiary, such excess shall be reallocated among those members whose allocated tax liability is less than the amount of their respective separate return tax liabilities. The reallocation shall be proportionate to the respective reductions in separate return tax liability of such members. Any remaining unallocated tax liability shall be assigned to Cinergy Corp. The term "tax" and "tax liability" used in this subsection shall include regular tax, Environmental Tax and AMT. 3. TAX PAYMENTS AND COLLECTIONS FOR ALLOCATIONS Cinergy Corp. shall make any calculations on behalf of the members necessary to comply with the estimated tax provisions of the Internal Revenue Code of 1986 as amended (the "Code"). Based on such calculations Cinergy Corp. shall charge or refund to the members appropriate amounts at intervals consistent with the dates indicated by Code section 6655. Cinergy Corp. shall be responsible for paying to the Internal Revenue Service the consolidated current Federal income tax liability. After filing the consolidated Federal income tax return and allocating the consolidated tax liability among the members, Cinergy Corp. shall charge or credit, as appropriate, the members to reflect the difference between prior payments or credits and their current tax as allocated under this Agreement. 4. ALLOCATION OF STATE TAX LIABILITIES OR BENEFITS State and local income tax liabilities will be allocated, where appropriate, among members in accordance with principles similar to those employed in this Agreement for the allocation of consolidated Federal income tax liability. 5. TAX RETURN ADJUSTMENTS In the event the consolidated tax return is subsequently adjusted by the Internal Revenue Service, state tax authorities, amended returns, claims for refund, or otherwise, such adjustments shall be reflected in the same manner as though they had formed part of the original consolidated return. Interest paid or received, and penalties imposed on account of any adjustment will be allocated to the responsible member. 6. NEW MEMBERS If, at any time, any other company becomes a member of the Affiliated Group, the parties hereto agree that such new member may become a party to this Agreement by executing a duplicate copy of this Agreement. Unless otherwise specified, such new member shall have similar rights and obligations of all other members under this Agreement. 7. MEMBERS LEAVING THE AFFILIATED GROUP In the event that any member of the Affiliated Group at any time leaves the Group and, under any applicable statutory provision or regulation, that member is assigned and is deemed to take with it all or a portion of any of the tax attributes (including, but not limited to, net operating losses, credit carryforwards, and Minimum Tax Credit carryforwards) of the Affiliated Group, then, to the extent the amount of the attributes so assigned differs from the amount of such attributes previously allocated to such member under this Agreement, the leaving member shall appropriately settle with the Group. Such settlement shall consist of payment on a dollar-for-dollar basis for all differences in credits and, in the case of net operating loss differences, in an amount computed by reference to the highest marginal corporate tax rate. The settlement amounts shall be allocated among the remaining members of the Group in proportion to the relative level of attributes possessed by each member and the attributes of each member shall be adjusted accordingly. 8. SUCCESSORS, ASSIGNS The provisions and terms of this Agreement shall be binding on and inure to the benefit of any successor or assignee by reason of merger, acquisition of assets, or otherwise, of any of the members hereto. 9. AMENDMENT AND TERMINATION This Agreement may be amended at any time by the written agreement of the parties hereto at the date of such amendment and may be terminated at any time by the written consent of all such parties. 10. GOVERNING LAW This Agreement is made under the law of the State of Ohio, which law shall be controlling in all matters relating to the interpretation, construction, or enforcement hereof. 11. EFFECTIVE DATE This Agreement is effective for the allocation of the current Federal income tax liabilities of the members for the consolidated tax year 1994 and all subsequent years until this Agreement is revised in writing. 12. APPROVAL This Agreement is subject to the approval of the Securities and Exchange Commission. A copy of this Agreement will be filed as an exhibit to the Form U5S Annual Report to the Securities and Exchange Commission by Cinergy Corp. for the year ended December 31, 1996. The above procedure for apportioning the consolidated annual net current Federal and state tax liabilities and tax benefits of Cinergy Corp. and its consolidated affiliates have been agreed to by each of the below listed members of the consolidated group as evidenced by the signature of an officer of each company. Cinergy Corp. By:/s/ J. Wayne Leonard_ ____________ Date:1-23-95_________ Cinergy Services, Inc. By:/s/ J. Wayne Leonard _____________ Date:1-23-95_________ The Cincinnati Gas & Electric Company By:/s/ William L. Sheafer____________ Date:1-23-95_________ PSI Energy, Inc. By:/s/ J. Wayne Leonard______________ Date:1-23-95_________ PSI Energy Argentina, Inc. By:/s/ J. Wayne Leonard______________ Date:1-23-95_________ South Construction Company, Inc. By:/s/ J. Wayne Leonard______________ Date:1-23-95_________ The Union Light, Heat and Power Company By:/s/ William L. Sheafer____________ Date:1-23-95_________ Miami Power Corporation By:/s/ William L. Sheafer____________ Date:1-23-95_________ Lawrenceburg Gas Company By:/s/ William L. Sheafer____________ Date:1-23-95_________ The West Harrison Gas and Electric Company By:/s/ William L. Sheafer____________ Date:__1-23-95_______ Tri-State Improvement Company By:/s/ William L. Sheafer____________ Date:__1-23-95_______ KO Transmission Company By:/s/ William L. Sheafer____________ Date:__1-23-95_______ Cinergy Investments, Inc. By:/s/ J. Wayne Leonard______________ Date:__1-23-95_______ PSI Recycling, Inc. By:/s/ Charles J. Winger_____________ Date:__1-23-95_______ Power Equipment Supply Co. By:/s/ Charles J. Winger_____________ Date:__1-23-95_______ PSI Power Resource Operations, Inc. By:/s/ Charles J. Winger_____________ Date:__1-23-95_______ PSI Power Resource Development, Inc. By:/s/ Charles J. Winger_____________ Date:__1-23-95_______ PSI Sunnyside, Inc. By:/s/ Charles J. Winger ____________ Date:__1-23-95_______ PSI International, Inc. By:/s/ Charles J. Winger_____________ Date:__1-23-95_______ PSI T&D International, Inc. By:/s/ J. Wayne Leonard _____________ Date:__1-23-95_______ PSI Yacyreta, Inc. By:/s/ J. Wayne Leonard______________ Date:__1-23-95_______ Cinergy Capital & Trading, Inc. By:/s/ Charles J. Winger_____________ Date:__1-23-95_______ PSI Argentina, Inc. By:/s/ J. Wayne Leonard______________ Date:__1-23-95_______ CGE ECK, Inc. By:/s/ William L. Sheafer____________ Date:__1-23-95_______ Costanera Power Corp. By:/s/ J. Wayne Leonard______________ Date:__1-23-95_______ Enertech Associates, Inc. By:/s/ William L. Sheafer____________ Date:__1-23-95_______ Cinergy Communications, Inc. By:/s/ Charles J. Winger Date: 12-27-96 _____ Cinergy Cooling Corp. By:/s/ Charles J. Winger Date: 12-27-96_ _____ Cinergy Resources, Inc. By:/s/ Charles J. Winger Date: 12-27-96_ _____ Cinergy Technology, Inc. By:/s/ Charles J. Winger Date: 12-27-96_______ Cinergy UK, Inc. By:/s/ Charles J. Winger Date: 12-27-96_______ EX-27.15 15
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 15 ENERTECH ASSOCIATES, INC. 1,000 YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 PER-BOOK 0 0 159 38 0 197 50 0 (14,511) (14,461) 0 0 0 0 0 0 0 0 0 0 14,620 159 0 0 0 0 0 (5,412) (5,412) 944 (6,356) 0 0 0 0 (10,660) 0.00 0.00
EX-27.16 16
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 16 POWER EQUIPMENT SUPPLY CO. 1,000 YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 PER-BOOK 0 0 4,510 0 0 4,510 0 4,563 115 4,678 0 0 0 0 0 0 0 0 0 0 (168) 4,510 0 0 0 0 0 12 12 0 12 0 0 0 0 0 0.00 0.00
EX-27.17 17
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 17 CINERGY CAPITAL & TRADING, INC. 1,000 YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 PER-BOOK 0 0 358 0 0 358 0 985 (1,512) (527) 0 0 0 0 0 0 0 0 0 0 885 358 0 0 0 0 0 (5) (5) 37 (42) 0 0 0 0 0 0.00 0.00
EX-27.18 18
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 18 PSI RECYCLING, INC. 1,000 YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 PER-BOOK 0 0 1,637 0 (2) 1,635 0 1,434 90 1,524 0 0 0 0 0 0 0 0 0 0 111 1,635 0 0 0 0 0 (346) (346) 0 (346) 0 0 0 0 0 0.00 0.00
EX-27.19 19
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 19 PSI ARGENTINA, INC. 1,000 YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 PER-BOOK 0 0 18,457 0 (39) 18,418 0 9,587 7,756 17,343 0 0 0 0 0 0 0 0 0 0 1,075 18,418 0 0 0 0 0 533 533 1 532 0 0 0 0 0 0.00 0.00
EX-27.20 20
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 20 CINERGY RESOURCES, INC. 1,000 YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 PER-BOOK 0 0 6,906 0 123 7,029 0 0 (1,203) (1,203) 0 0 0 0 0 0 0 0 0 0 8,232 7,029 0 0 0 0 0 (383) (383) 133 (516) 0 0 0 0 (1,108) 0.00 0.00
EX-27.21 21
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 21 CGE ECK, INC. 1,000 YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 PER-BOOK 0 0 0 0 0 0 0 0 (500) (500) 0 0 0 0 0 0 0 0 0 0 500 0 0 0 0 0 0 14 14 39 (25) 0 0 0 0 0 0.00 0.00
EX-27.22 22
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 22 CINERGY TECHNOLOGY, INC. 1,000 YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 PER-BOOK 0 0 0 0 1,107 1,107 0 0 (448) (448) 0 0 0 0 0 0 0 0 0 0 1,555 1,107 0 0 0 0 0 (400) (400) 48 (448) 0 0 0 0 0 0.00 0.00
EX-27.23 23
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 23 CINERGY COOLING CORP. 1,000 YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 PER-BOOK 0 0 0 0 4,605 4,605 0 0 (796) (796) 0 0 0 0 0 0 0 0 0 0 5,401 4,605 0 0 0 0 0 (728) (728) 68 (796) 0 0 0 0 4,600 0.00 0.00
EX-27.24 24
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 24 CINERGY UK, INC. 1,000 YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 PER-BOOK 0 0 0 0 593,084 593,084 0 475,461 26,299 501,760 0 0 0 27,000 0 0 0 0 0 0 64,324 593,084 0 0 0 0 0 27,404 27,404 974 26,430 0 0 0 0 (385) 0.00 0.00
EX-27.25 25
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 25 PSI ENERGY ARGENTINA, INC. 1,000 YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 PER-BOOK 0 0 693 0 10,705 11,398 0 10,705 541 11,246 0 0 0 0 0 0 0 0 0 0 152 11,398 0 0 0 0 0 542 542 1 541 0 0 0 0 0 0.00 0.00
EX-27.0 26
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0 CINERGY CORP. (CONSOLIDATED) 1,000 YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 PER-BOOK 6,289,626 0 566,011 1,168,666 824,211 8,848,514 1,577 1,590,735 992,142 2,584,454 0 194,232 2,534,978 713,617 0 0 140,000 0 0 0 2,681,233 8,848,514 3,242,740 218,269 2,466,213 2,684,482 558,258 15,322 573,580 215,603 357,977 23,180 316,406 274,358 190,617 816,089 2.00 2.00
EX-27.1 27
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1 CINERGY CORP. 1,000 YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 PER-BOOK 0 0 15,531 0 3,103,572 3,119,103 1,577 1,590,735 992,142 2,584,454 0 0 0 509,007 0 0 0 0 0 0 25,642 3,119,103 0 0 0 0 0 352,912 352,912 18,115 334,797 0 316,406 274,358 0 468,773 0.00 0.00
EX-27.2 28
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 2 CINERGY SERVICES, INC. 1,000 YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 PER-BOOK 0 0 21,843 6,949 0 28,792 0 0 0 0 0 0 0 18,489 0 0 0 0 0 0 10,303 28,792 615,348 0 614,473 614,473 875 (93) 782 569 213 0 213 0 0 (7,461) 0.00 0.00
EX-27.3 29
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3 PSI ENERGY, INC. (CONSOLIDATED) 1,000 YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 PER-BOOK 2,531,532 0 155,086 478,658 129,667 3,294,943 539 402,947 626,089 1,029,575 0 173,086 969,870 160,315 0 0 10,000 0 0 0 952,097 3,294,943 1,331,962 73,194 1,053,006 1,126,200 205,762 (896) 204,866 79,188 125,678 12,537 113,141 112,076 67,001 227,543 0.00 0.00
EX-27.4 30
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 4 PSI ENERGY, INC. 1,000 YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 PER-BOOK 2,531,532 0 155,012 478,658 129,684 3,294,886 539 402,947 626,089 1,029,575 0 173,086 969,870 160,315 0 0 10,000 0 0 0 952,040 3,294,886 1,331,962 73,194 1,053,006 1,126,200 205,762 (897) 204,865 79,187 125,678 12,537 113,141 112,076 67,001 227,543 0.00 0.00
EX-27.5 31
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 5 THE CINCINNATI GAS & ELECTRIC COMPANY (CONSOLIDATED) 1,000 YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 PER-BOOK 3,758,094 0 429,248 690,008 89,908 4,967,258 762,136 536,276 247,403 1,545,815 0 21,146 1,565,108 30,591 0 0 130,000 0 0 0 1,674,598 4,967,258 1,976,049 145,075 1,478,684 1,623,759 352,290 (2,560) 349,730 122,550 227,180 0 198,146 377,969 123,616 675,541 0.00 0.00
EX-27.6 32
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 6 THE CINCINNATI GAS & ELECTRIC COMPANY 1,000 YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 PER-BOOK 3,496,549 0 447,732 678,463 209,393 4,832,137 762,136 536,276 247,403 1,545,815 0 21,146 1,519,291 30,591 0 0 130,000 0 0 0 1,585,294 4,832,137 1,846,752 134,692 1,381,899 1,516,591 330,161 16,679 346,840 119,660 227,180 0 198,146 377,969 119,479 629,504 0.00 0.00
EX-27.7 33
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 7 THE UNION LIGHT, HEAT AND POWER COMPANY 1,000 YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 PER-BOOK 249,281 0 24,717 11,339 5,146 290,483 8,780 18,839 92,484 120,103 0 0 44,617 30,649 0 0 0 0 0 0 95,114 290,483 267,768 9,834 236,900 246,734 21,034 (1,777) 19,257 4,661 14,596 0 14,596 4,975 4,016 41,551 0.00 0.00
EX-27.8 34
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 8 THE WEST HARRISON GAS AND ELECTRIC COMPANY 1,000 YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 PER-BOOK 396 0 98 11 9 514 20 0 297 317 0 0 0 0 0 0 0 0 0 0 197 514 540 30 461 491 49 0 49 3 46 0 46 20 0 38 0.00 0.00
EX-27.9 35
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 9 LAWRENCEBURG GAS COMPANY 1,000 YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 PER-BOOK 10,676 0 2,022 195 973 13,866 539 0 5,943 6,482 0 0 1,200 1,433 0 0 0 0 0 0 4,751 13,866 7,633 515 6,076 6,591 1,042 (14) 1,028 191 837 0 837 0 121 (916) 0.00 0.00
EX-27.10 36
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 10 MIAMI POWER CORP. 1,000 YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 PER-BOOK 9 0 68 0 0 77 1 0 (6) (5) 0 0 0 0 0 0 0 0 0 0 82 77 39 6 24 30 9 0 9 0 9 0 9 30 0 69 0.00 0.00
EX-27.11 37
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 11 KO TRANSMISSION CO. 1,000 YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 PER-BOOK 1,183 0 18 0 469 1,670 0 515 29 544 0 0 0 0 0 0 0 0 0 0 1,126 1,670 573 68 403 471 102 2 104 0 104 0 104 75 0 (1,091) 0.00 0.00
EX-27.12 38
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 12 TRI-STATE IMPROVEMENT CO. 1,000 YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 PER-BOOK 0 0 2,746 0 31,475 34,221 25 0 429 454 0 0 29,691 0 0 0 0 0 0 0 4,076 34,221 0 0 0 0 0 776 776 401 375 0 375 0 0 2,429 0.00 0.00
EX-27.13 39
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 13 CINERGY INVESTMENTS (CONSOLIDATED) 1,000 YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 PER-BOOK 0 0 26,699 592,660 7,391 626,750 0 515,473 15,584 531,057 0 0 0 27,000 0 0 0 0 0 0 68,693 626,750 0 0 0 0 0 18,973 18,973 1,308 17,665 0 17,665 0 0 (32,771) 0.00 0.00
EX-27.14 40
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 14 CINERGY INVESTMENTS, INC. 1,000 YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 PER-BOOK 0 0 45,670 533,985 1,135 580,790 0 515,473 15,584 531,057 0 0 0 0 0 0 0 0 0 0 49,733 580,790 0 0 0 0 0 19,047 19,047 1,382 17,665 0 0 0 0 1,397 0.00 0.00
EX-99.B.10 41 The Companies Act 1985 An Unlimited Company Having A Share Capital Articles of Association of Avon Energy Partners Holdings (Adopted by Resolution in Writing of all the Members of the Company passed on the 7th day of May 1996) Preliminary 1 The regulations contained in Table A in The Companies (Tables A to F) Regulations 1985 (as amended so as to affect companies first registered on the date of incorporation of the Company) shall, except as hereinafter provided and so far as not inconsistent with the provisions of these Articles, apply to the Company to the exclusion of all other regulations or Articles of Association. References herein to regulations are to regulations in the said Table A unless otherwise stated. Share Capital 2 The share capital of the Company is 100 pound sterling divided into 100 Ordinary Shares of 1 pound sterling each, which shall be identical in all respects and rank pari passu save as described in the next sentence. Of the issued share capital of 100 Ordinary Shares of 1 pound sterling each as at the date of adoption of these Articles, 22 Ordinary Shares shall be designated as "Restricted Shares" and shall be subject to the restrictions on transfer set out in Article 6. 3 3.1 Subject to Section 80 of the Act and to Article 6, all unissued shares shall be at the disposal of the Directors and they may allot, grant options over or otherwise dispose of them to such persons, at such times, and on such terms as they think proper. 3.2 3.2.1 Pursuant to and in accordance with Section 80 of the Act the Directors shall be generally and unconditionally authorised to exercise during the period of five years from the date of incorporation of the Company all the powers of the Company to allot relevant securities up to an aggregate nominal amount of 100 pound sterling; 3.2.2 by such authority the Directors may make offers or agreements which would or might require the allotment of relevant securities after the expiry of such period; 3.2.3 words and expressions defined in or for the purposes of the said Section 80 shall bear the same meanings in this Article. 3.3 Any allotment made pursuant to Article 3.2 may be made as if Section 89(1) of the Act did not apply. 4 The Company may by special resolution, but subject to Article 6: 4.1 Increase the share capital by such sum to be divided into shares of such amount as the resolution may prescribe; 4.2 consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares; 4.3 subdivide its shares, or any of them, into shares of a smaller amount than its existing shares; 4.4 cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person; 4.5 reduce its share capital and any share premium account in any way. Regulations 32 and 34 shall not apply to the Company. Redeemable Shares and Purchase of Shares by the Company 5 In addition to and without prejudice to the powers in Clause 4 above, but subject to Article 6, the Company may: 5.1 issue shares which are to be redeemed or liable to be redeemed at the option of the Company or the holder thereof except that no redeemable shares my be issued at any time when there are no issued shares of the Company which are not redeemable; 5.2 purchase its own shares, including its own redeemable shares, subject to the terms of the purchase being authorised by a Special Resolution in general meeting. Regulations 3 and 35 shall not apply. Transfer of Shares 6 Restricted Shares shall not be directly or indirectly sold, assigned, transferred, pledged, hypothecated or otherwise disposed of (collectively a "Transfer") without the prior written consent of the member(s) (other than the transferor) holding a majority of the shares in the capital of the Company not subject to the proposed Transfer. Such consent may be withheld at the sole and absolute discretion of each member. Notwithstanding any other provision of these Articles of Association to the contrary, the Restricted Shares shall at all times represent more than 20 percent of all interests in the capital and items of income, gain, loss, deduction and credit of the Company. Share certificates representing the Restricted Shares shall be stamped or otherwise imprinted with a legend stating that the shares evidenced by such certificates are subject to restrictions on transfer. Proceedings at General Meetings 7 In the case of a corporation a resolution in writing my be signed on its behalf by a Director or the Secretary thereof or by its duly appointed attorney or duly authorised representative. Regulation 53 shall be extended accordingly. Regulation 53 (as so extended) shall apply mutatis mutandis to resolutions in writing of any class of members of the Company. 8 An instrument appointing a proxy (and, where it is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly certified copy thereof) must either be delivered at such place or one of such places (if any) as may be specified for that purpose in or by way of note to the notice convening the meeting (or, if no place is so specified, at the registered office) before the time appointed for holding the meeting or adjourned meeting or be delivered to the Secretary (or the Chairperson of the meeting) on the day and at the place of, but in any event before the time appointed for holding, the meeting or adjourned meeting. The instrument shall, unless the contrary is stated thereon, be valid as well for any adjournment of the meeting as for the meeting to which it relates. An instrument of proxy relating to more than one meeting (including any adjournment thereof) having once been so delivered for the purposes of any meeting shall not require again to be delivered for the purposes of any subsequent meeting to which it relates. Regulation 62 shall not apply. 9 The members shall be deemed to meet together if, being in separate locations, they are nonetheless linked by conference telephone or other communication equipment which allows those participating to hear and speak to each other. Such a meeting shall be deemed to take place where the largest group of those participating is assembled or, if there is no such group, where the Chairperson of the meeting then is. 10 The last sentence of Regulation 112 shall not apply. Alternate Directors 11 An alternate Director shall be entitled to receive notices of meetings of the Directors and of any committee of the Directors of which his appointor is a member and shall be entitled to attend and vote as a Director and be counted in the quorum at any such meeting at which his appointor is not personally present and generally at such meeting to perform all functions of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Articles shall apply as if he were a Director. If he shall be himself a Director or shall attend any such meeting as an alternate for more than one Director, his voting rights shall be cumulative. The signature of the alternate to any resolution in writing of the Directors shall be as effective as the signature of his appointor. Regulations 66 and 69 shall not apply. 12 An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified to the same extent mutatis mutandis as if he were a Director but he shall not be entitled to receive from the Company in respect of his appointment as alternate Director any remuneration except only such part (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct. Delegation of Directors' Powers 13 In addition to the powers to delegate contained in Regulation 72, the Directors may delegate any of their powers or discretions (including without prejudice to the generality of the foregoing all powers and discretions whose exercise involves or may involve the payment of remuneration to or the conferring of any other benefit on all or any of the Directors) to committees consisting of one or more Directors and (if thought fit) one or more other named person or persons to be co-opted as hereinafter provided. Insofar as any such power or discretion is delegated to a committee, any reference in these Articles to the exercise by the Directors of the power or discretion so delegated shall be read and construed as if it were a reference to the exercise thereof by such committee. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations which may from time to time be imposed by the Directors. Any such regulations may provide for or authorise the co-option to the committee of persons other than Directors and may provide for members who are not Directors to have voting rights as members of the committee. Regulation 72 shall be modified accordingly. Appointment and Retirement of Directors 14 The Directors shall not be subject to retirement by rotation. Regulations 73 to 75 and the second and third sentences of Regulation 79 shall not apply, and other references in the said Table A to retirement by rotation shall be disregarded. Disqualification and Removal of Directors 15 The office of a Director shall be vacated in any of the events specified in Regulation 81 and also if he shall in writing offer to resign and the Directors shall resolve to accept such offer or if he shall be removed from office by notice in writing signed by all his co-Directors (being at least two in number) but so that if he holds an appointment to an executive office which thereby automatically determines such removal shall be deemed an act of the Company and shall have effect without prejudice to any claim for damages for breach of any contract of service between him and the Company. Remuneration of Directors 16 Any Director who serves on any committee, or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, may be paid such extra remuneration by way of salary, commission or otherwise or may receive such other benefits as the Directors may determine. Regulation 82 shall be extended accordingly. Proceedings of Directors 17 17.1 The Directors shall take whatever steps they deem necessary or desirable to ensure that all of the Directors are kept fully informed, in a prompt manner, of the business of and decisions of any committee of the Directors. Without limitation, the agenda, the minutes and any papers circulated with them for each committee meeting shall be circulated to all the Directors at the same time as they are issued to the committee members. 17.2 The Directors, and any committee of Directors, shall be deemed to meet together if, being in separate locations, they are nonetheless linked by conference telephone or other communication equipment which allows those participating to hear and speak to each other. Such a meeting shall be deemed to take place where the largest group of those participating is assembled or, if there is no such group, where the Chairperson of the meeting then is. 17.3 On any matter in which a Director is in any way interested he may nevertheless vote and be taken into account for the purposes of a quorum and (save as otherwise agreed) may retain for his own absolute use and benefit all profits and advantages directly or indirectly accruing to him thereunder or in consequence thereof. Regulations 94 to 98 shall not apply. 17.4 The third and fifth sentences of Regulation 88 shall not apply. Indemnity 18 18.1 Subject to the provisions of and so far as may be permitted by law, every Director, Secretary or other officer of the Company shall be entitled to be indemnified by the Company out of its own funds against and/or exempted by the Company from all costs, charges, losses, expenses and liabilities incurred by him in the actual or purported execution and/or discharge of his duties and/or the exercise or purported exercise of his powers and/or otherwise in relation to or in connection with his duties, powers or office including (without prejudice to the generality of the foregoing) any liability incurred by him in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of the Company and in which judgment is given in his favour (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part) or in which he is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him by the Court. Regulation 118 shall not apply. 18.2 Without prejudice to the provisions of Regulation 87 and to Article 18.1, the Directors shall have the power to purchase and maintain insurance for or for the benefit of any persons who are or were at any time Directors, officers or employees of any Relevant Company (as defined in Article 18.3) or who are or were at any time trustees of any pension fund or employees' share scheme in which employees of any Relevant Company are interested, including (without prejudice to the generality of the foregoing) insurance against any liability incurred by such persons in respect of any act or omission in the actual or purported execution and/or discharge of their duties and/or in the exercise or purported exercise of their powers and/or otherwise in relation to their duties, powers or offices in relation to any Relevant Company, or any such pension fund or employees' share scheme. 18.3 For the purpose of Article 18.2, "Relevant Company" shall mean the Company, any holding company of the Company or any other body, whether or not incorporated, in which the Company or such holding company or any of the predecessors of the Company or of such holding company has or had any interest whether direct or indirect or which is in any way allied to or associated with the Company, or any subsidiary undertaking of the Company or of any such other body. EX-99.B.11 42 THE COMPANIES ACT 1985 COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION Adopted by Written Resolution passed on December 1996 of Midlands Electricity plc PRELIMINARY 1. The regulations contained in Table A in The Companies (Tables A to F) Regulations 1985 ( as amended so as to affect companies first registered on the date of the adoption of these Articles) shall, except as hereinafter provided and so far as not inconsistent with the provisions of these Articles, apply to the Company to the exclusion of all other regulations or Articles of Association. References herein to regulations are to regulations in the said Table A unless otherwise stated. SHARE CAPITAL 2. The share capital of the Company at the date of the adoption of these Articles is 150,000,000 Pound Sterling divided into 600,000,000 Ordinary Shares of 25p each. 3.1 Subject to Section 80 of the Act, all unissued shares shall be at the disposal of the Directors and they may allot, grant options over or otherwise dispose of them to such persons, at such times, and on such terms as they think proper. 3.2 (a) Pursuant to and in accordance with Section 80 of the Act, the Directors shall be generally and unconditionally authorized to exercise during the period of five years from the date of adoption of these Articles all the powers of the Company to allot relevant securities up to an aggregate nominal amount of 150,000,000 Pound Sterling; and (b) by such authority the Directors may make offers or agreements which would or might require the allotment of relevant securities after the expiry of such period. 3.3 Section 89(1) of the Act shall not apply to the allotment by the Company of equity securities. 3.4 Words and expressions defined in or for the purposes of the said Section 80 or the said Section 89 shall bear the same meanings in this Article. PROCEEDINGS AT GENERAL MEETINGS 4 In the case of a corporation a resolution in writing may be signed on its behalf by a Director or the Secretary thereof or by its duly appointed attorney or duly authorized representative. Regulation 53 shall be extended accordingly. Regulation 53 (as so extended) shall apply mutatis mutandis to resolutions in writing of any class of members of the Company. 5 The members shall be deemed to meet together if, being in separate locations, they are nonetheless linked by conference telephone or other communication equipment which allows those participating to hear and speak and speak to each other. Such a meeting shall be deemed to take place where the largest group of those participating is assembled, or, if there is no such group, where the Chairman of the meeting then is. 6 An instrument appointing a proxy (and, where it is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly certified copy thereof) must either be delivered at such place or one of such places (if any) as may be specified for that purpose in or by way of note to the notice convening the meeting (or, if no place is so specified, at the registered office) before the time appointed for holding the meeting or adjourned meeting or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) for the taking of the poll at which it is to be used or be delivered to the Secretary (or the chariman of the meeting) on the day and at the place of, but in any event before the time appointed for holding the meeting or adjourned meeting or poll. The instrument may be in the form of a facsimile or other machine-made copy and shall, unless the contrary is stated thereon, be valid as well for any adjournment of the meeting as for the meeting to which it relates. An instrument of proxy relating to more than one meeting (including any adjournment thereof) having once been so delivered for the purposes of any meeting shall not require again to be delivered for the purposes of any subsequent meeting to which it relates. Regulations 62 shall not apply. 7 The last sentence of Regulations 112 shall not apply. ALTERNATE DIRECTORS 8.1 Any `A' Director or 'B' Director (other than an alternate Director of an 'A' Director or 'B' Director) may appoint any other Director or any other person willing to act to be an alternate Director and may remove from office an alternate Director so appointed by him. Any 'C' Director (other than an alternate of a 'C' Director) may appoint any other Director, or any other person approved by resolution of the Directors and willing to act, to be an alternate Director and may remove from office an alternate Director so appointed by him. Regulations 65 shall not apply. 8.2 If he is himself a Director or if he is an alternate for an 'A' Director or a 'B" Director, an alternate Director shall be entitled to receive notices of meetings of the Directors and of any committee of the directors of which his appointor is a member and shall be entitled to attend and vote as an 'A' Director (if his appointor is an 'A' Director), as a 'B' Director (if his appointor is a 'B' Director) or as a 'C' Director (if his appointor is a 'C' Director) and be counted in the quorum at any such meeting at which his appointor is not personally present (if his appointor is either an 'A' Director or a 'B' Director) and generally at such meeting to perform all functions of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Articles shall apply as if he were an 'A' Director (if his appointor is an 'A' Director), a 'B' Director (if his appointor is a 'B' Director) or a 'C' Director (if his appointor is a 'C' Director). If he shall be himself an 'A', 'B' or 'C' Director or shall attend any such meeting as an alternate for more than one 'A', 'B' or 'C' Director, his voting rights shall be cumulative. The signature of the alternate Director to any resolution in writing of the Directors shall be as effective as the signature of his appointor. If he is an alternate for a 'C' Director, and he is not himself a Director, an alternate director shall not be entitled to receive notices of meetings of the Directors of any committee of the Directors and shall to be entitled to attend and vote at any such meeting. Regulations 66 and 69 shall not apply. 8.3 An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified to the same extent mutatis mutandis as if he were a Director but he shall not be entitled to receive from the Company in respect of his appointment as an alternate Director any remuneration except only such part (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct. DELEGATION OF DIRECTORS' POWERS 9 In addition to the powers to delegate contained in Regulation 72, the Directors may delegate any of their powers or discretions (including without prejudice to the generality of the foregoing all powers and discretions whose exercise involves or may involve the payment of remuneration to or the conferring of any other benefit on all or any of the Directors) to committees consisting of one or more Directors and (if thought fit) one or more other named person or persons to be co-opted as hereinafter provided. Insofar as any such power or discretion is delegated to a committee, any reference in these Articles to the exercise by the Directors of the power or discretion so delegated shall be read and construed as if it were a reference to the exercise thereof by such committee. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations which may from time to time be imposed by the Directors. Any such regulations may provide for or authorize the co-option to the committee of persons other than Directors and may provide for members who are not Directors to have voting rights as members of the committee but so that (a) the number of members who are not Directors shall be less than one-half of the total number of members of the committee and (b) no resolution of the committee shall be effective unless passed by a majority including at least one member of the committee who is an 'A' Director and one member of the committee who is a 'B' Director. Regulations 72 shall be modified accordingly. APPOINTMENT AND RETIREMENT OF DIRECTORS 10 The Directors shall not be subject to retirement by rotation. Regulations 73 to 75 and the second and third sentences of Regulation 79 shall not apply, and other references in the said Table A to retirement by rotation shall be disregarded. 11 Any director who reaches the age of 70 shall be required to vacate office. DISQUALIFIFCATION AND REMOVAL OF DIRECTORS 12 The office of a Director shall be vacated in any of the events specified in Regulation 81 and also if he shall in writing offer to resign and the directors shall resolve to accept such offer or if the Director is a 'C' Director he shall be removed from office by notice in writing signed by all the 'A' Directors and the 'B' Directors from time to time (being at least two in number), but so that if he holds an appointment to an executive office which thereby automatically determines such removal shall be deemed an act of the Company and shall have effect without prejudice to any claim for damages for breach of any contract of service between him and the Company. REMUNERATION OF DIRECTORS 13 Any Director who serves on any committee, or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, may be paid such extra remuneration by way of salary, commission or otherwise or may receive such other benefits as the Directors may determine. Regulation 82 shall be extended accordingly. PROCEEDINGS OF THE DIRECTORS 14 The Board of Directors shall consist of 'A' Directors, 'B' Directors and 'C' Directors. 'A' Directors and 'B' Directors shall be the Directors either (i) designated as such by any member holding, or any members together holding, shares carrying not less than 90 percent of the votes which may for the time being be cast at a general meeting or (ii) appointed pursuant to Article 21. All other directors shall be known as 'C' Directors. 15 Subject to the provisions of the articles, the Directors may regulate their proceedings as they think fit. A Director may, and the secretary at the request of a Director shall, call a meeting of the Directors. Unless otherwise agreed by one 'A' Director and one 'B' Director at least 14 days notice of any meeting of the Board of Directors shall be given to each of the Directors specifying the time and place of the proposed meeting and sufficient details of the business proposed to be conducted at that meeting to enable the Directors to understand the significance of any relevant resolutions. A Director who is also an alternate director shall be entitled in the absence of his appointor to a separate vote on behalf of his appointor in addition to his own (if his appointor is entitled to a vote). Regulations 88 shall not apply. 16 Each Director shall be entitled to one vote on any questions arising at a meeting. All decisions of Directors shall be validly decided by a majority of votes provided that at least one 'A' Director and one 'B' Director vote in favour of such decision. 17 The quorum for the transaction of the business of the directors shall be one 'A' Director and one 'B' Director. Any person who holds office only as an alternate director shall, if his appointor (being either an 'A' Director or a `B' Director) is not present, be counted in the quorum. Regulation 89 shall not apply. 18 On any matter in which a Director is in any way interested he may nevertheless vote and be taken into account for the purposes of a quorum provided that he has disclosed any interest he may have in accordance with Section 317 of the Act and (save as otherwise agreed) may retain for his own absolute use and benefit all profits and advantages directly or indirectly accruing to him thereunder or in consequence thereof. Regulations 94 to 98 shall not apply. Notices 19 A member whose registered address is not within the United Kingdom shall be entitled to have notices sent to him as if he were a member with a registered address within the United Kingdom and the last sentence of Regulation 112 shall not apply. Indemnity 20.1 Subject to the provisions of and so far as may be consistent with the Statutes, every Director, Secretary or other officer of the Company shall be indemnified by the Company out of its own funds against and/or exempted by the Company from all costs, charges, losses, expenses and liabilities incurred by him in the actual or purported execution and/or discharge of his duties and/or the exercise or purported exercise of his powers and/or otherwise in relation to or in connection with his duties, powers or office including (without prejudice to the generality of the foregoing) any liability incurred by him in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of the Company and in which judgment is given in his favour (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part) or in which he is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him by the Court. 20.2 Without prejudice to paragraph 20.1 of this Article the Directors shall have power to purchase and maintain insurance for and for the benefit of any persons who are or were at any time Directors, officers or employees of any Relevant Company (as defined in paragraph 20.3 of the Article) or who are or were at any time trustees of any pension fund or employees' share scheme in which employees of any Relevant Company are interested, including (without prejudice to the generality of the foregoing) insurance against any liability incurred by such persons in respect of any act or omission in the actual or purported execution and/or discharge of their duties and/or in the exercise or purported exercise of their powers and/or otherwise in relation to their duties, powers or offices in relation to any Relevant Company, or any such pension fund or employees' share scheme. 20.3 For the purpose of paragraph 20.2 of this Article Relevant Company shall mean the Company, any holding company of the Company or any other body, whether or not incorporated, in which the Company or such holding company or any of the predecessors of the Company or of such holding company has or had any interest whether direct or indirect or which is in any way allied to or associated with the Company, or any subsidiary undertaking of the Company or of such other body. OVERRIDING PROVISIONS 21 Any member holding, or any members together holding, shares carrying not less than 90 percent of the votes which may for the time being be cast at a general meeting of the Company may at any time and from time to time: a. appoint any person to be a Director (whether to fill a vacancy or as an additional Director); b. remove from office any Director howsoever appointed but so that if he holds an appointment to an executive office which thereby automatically determines such removal shall be deemed an act of the Company and shall have effect without prejudice to any claim for damages for breach of any contract of service between him and the Company. Any such appointment, removal, consent or notice shall be in writing served on the Company and signed by the member or members. Any Director appointed pursuant to this article shall be designated by such member as an `A' Director, a `B' Director or a `C' Director. To the extent of any inconsistency this Article shall have overriding effects as against all other provisions of these Articles. EX-99.B.12 43 THE COMPANIES ACT 1985 COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF AVON ENERGY PARTNERS PLC (Adopted by Resolution In Writing of all the Members of the Company passed on the 7th day of May 1996) PRELIMINARY 1 The regulations contained in Table A in The Companies (Tables A to F) Regulations 1985 (as amended so as to affect companies first registered on the date of incorporation of the Company) shall, except as hereinafter provided and so far as not inconsistent with the provision of these Articles, apply to the company to the exclusion of all other regulations or Articles of Association. References herein to regulations are to regulations in the said Table A unless otherwise stated. SHARE CAPITAL 2 The share capital of the Company is 50,000 pounds sterling divided into 50,000 Ordinary Shares of 1 pound sterling each. 3 3.1 Subject to Section 80 of the Act, all unissued shares shall be at the disposal of the Directors and they may allot, grant options over or otherwise dispose of them to such persons, at such times, and on such terms as they think proper. 3.2 3.2.1 Pursuant to and in accordance with Section 80 of the Act the Directors shall be generally and unconditionally authorised to exercise during the period of five years from the date of incorporation of the Company all the powers of the Company to allot relevant securities up to an aggregate nominal amount of 50,000 pounds sterling; 3.2.2 by such authority the Directors may make offers or agreements which would or might require the allotment of relevant securities after the expiry of such period; 3.2.3 words and expressions defined in or for the purposes of the said Section 80 shall bear the same meanings in this Article. 3.3 Any allotment made pursuant to Article 3.2 may be made as if Section 89(1) of the Act did not apply. PROCEEDINGS AT GENERAL MEETINGS 4 In the case of a corporation a resolution in writing may be signed on its behalf by a Director or the Secretary thereof or by its duly appointed attorney or duly authorized representative. Regulation 53 shall be extended accordingly. Regulation 53 (as so extended) shall apply mutatis mutandis to resolutions in writing of any class of members of the Company. 5 The members shall be deemed to meet together if, being in separate locations, they are nonetheless linked by conference telephone or other communication equipment which allows those participating to hear and speak to each other. Such a meeting shall be deemed to take place where the largest group of those participating is assembled, or, if there is no such group, where the Chairperson of the meeting then is. 6 An instrument appointing a proxy (and, where it is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly certified copy thereof) must either by delivered at such place or one of such places (if any) as may be specified for that purpose in or by way of note to the notice convening the meeting (or, if no place is so specified, at the registered office) before the time appointed for holding the meeting or adjourned meeting or be delivered to the Secretary (or the Chairperson of the meeting) on the day and at the place of, but in any event before the time appointed for holding, the meeting or adjourned meeting. The instrument may be in the form of a facsimile or other machine made copy and shall, unless the contrary is stated thereon, be valid as well for any adjournment of the meeting as for the meeting to which it relates. An instrument of proxy relating to more than one meeting (including any adjournment thereof) having once been so delivered for the purposes of any meeting shall not require again to be delivered for the purposes of any subsequent meeting to which it relates. Regulation 62 shall not apply. 7 The last sentence of Regulation 112 shall not apply. ALTERNATE DIRECTORS 8 An alternate Director shall be entitled to receive notices of meetings of the Directors and of any committee of the Directors of which his appointor is a member and shall be entitled to attend and vote as a Director and be counted in the quorum at any such meeting at which his appointor is not personally present and generally at such meeting to perform all functions of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Articles shall apply as if he were a Director. If he shall be himself a Director or shall attend any such meeting as an alternate for more than one Director, his voting rights shall be cumulative. The signature of the alternate to any resolution in writing of the Directors shall be as effective as the signature of his appointor. Regulations 66 and 69 shall not apply. 9 An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified to the same extent mutatis mutandis as if he were a Director but he shall not be entitled to receive from the Company in respect of his appointment as alternate Director any remuneration except only such part (if any) of the remuneration otherwise payable to his appointor as such appointer may by notice in writing to the Company from time to time direct. DELEGATION OF DIRECTORS' POWERS 10 In addition to the powers to delegate contained in Regulation 72, the Directors may delegate any of their powers or discretions (including without prejudice to the generality of the foregoing all powers and discretions whose exercise involves or may involve the payment of remuneration to or the conferring of any other benefit on all or any of the Directors) to committees consisting of one or more Directors and (if thought fit) one or more other named persons or persons to be co-opted as hereinafter provided. Insofar as any such power or discretion is delegated to a committee, any reference in these Articles to the exercise by the Directors of the power or discretion so delegated shall be read and construed as if it were a reference to the exercise thereof by such committee. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations which may from time to time be imposed by the Directors. Any such regulations may provide for or authorise the co-option to the committee of persons other than Directors and may provide for members who are not Directors to have voting rights as members of the committee. Regulation 72 shall be modified accordingly. APPOINTMENT AND RETIREMENT OF DIRECTORS 11 The Directors shall not be subject to retirement by rotation. Regulations 73 to 75 and the second and third sentences of Regulation 79 shall not apply, and other references in the said Table A to retirement by rotation shall be disregarded. DISQUALIFICATION AND REMOVAL OF DIRECTORS 12 The office of a Director shall be vacated in any of the events specified in Regulation 81 and also if he shall in writing offer to resign and the Directors shall resolve to accept such offer or if he shall be removed from office by notice in writing signed by all his co-Directors (being at least two in number) but so that if he holds an appointment to an executive office which thereby automatically determines such removal shall be deemed an act of the Company and shall have effect without prejudice to any claim for damages for breach of any contract of service between him and the Company. REMUNERATION OF DIRECTORS 13 Any Director who serves on any committee, or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, may be paid such extra remuneration by way of salary, commission or otherwise or may receive such other benefits as the Directors may determine. Regulation 82 shall be extended accordingly. PROCEEDINGS OF DIRECTORS 14 The Directors shall take whatever steps they deem necessary or desirable to ensure that all of the Directors are kept fully informed, in a prompt manner, of the business of and decisions of any committee of the Directors. Without limitation, the agenda, the minutes and any papers circulated with them for each committee meeting shall be circulated to all the Directors at the same time as they are issued to the committee members. 15 The Directors, and any committee of Directors, shall be deemed to meet together if , being in separate locations, they are nonetheless linked by conference telephone or other communication equipment which allows those participating to hear and speak to each other. Such a meeting shall be deemed to take place where the largest group of those participating is assembled or, if there is no such group, where the Chairperson of the meeting then is. 16 On any matter in which a Director is in any way interested he may nevertheless vote and be taken into account for the purposes of a quorum and (save as otherwise agreed) may retain for his own absolute use and benefit all profits and advantages directly or indirectly accruing to him thereunder or in consequence thereof. Regulations 94 to 98 shall not apply. 17 The third and fifth sentences of Regulation 88 shall not apply. INDEMNITY 18 18.1 Subject to the provisions of and so far as may be permitted by law, every Director, Secretary or other officer of the Company shall be entitled to be indemnified by the Company out of its own funds against and/or exempted by the Company from all costs, charges, losses, expenses and liabilities incurred by him in the actual or purported execution and/or discharge of his duties and/or the exercise or purported exercise of his powers and/or otherwise in relation to or in connection with his duties, powers or office including (without prejudice to the generality of the foregoing) any liability incurred by him in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of the Company and in which judgment is given in his favour (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part) or in which he is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him by the Court. Regulation 118 shall not apply. 18.2 Without prejudice to Regulation 87 and to Article 18.1 the Directors shall have power to purchase and maintain insurance for or for the benefit of any persons who are or were at any time Directors, officers or employees of any Relevant Company (as defined in Article 18.3) or who are or were at any time trustees of any pension fund or employees' share scheme in which employees of any Relevant Company are interested, including (without prejudice to the generality of the foregoing) insurance against any liability incurred by such persons in respect of any act or omission in the actual or purported execution and/or discharge of their duties and/or in the exercise or purported exercise of their powers and/or otherwise in relation to their duties, powers or offices in relation to any Relevant Company, or any such pension fund or employees' share scheme. 18.3 For the purpose of Article 18.2, "Relevant Company" shall mean the Company, any holding company of the Company or any other body, whether or not incorporated, in which the Company or such holding company or any of the predecessors of the Company or of such holding company has or had any interest whether direct or indirect or which is in any way allied to or associated with the Company, or any subsidiary undertaking of the Company or of such other body. EX-99.I.1 44 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To PSI Energy Argentina, Inc.: We have audited the accompanying balance sheets of PSI ENERGY ARGENTINA, INC. (an Indiana Corporation and a wholly owned subsidiary of PSI Energy, Inc.) as of December 31, 1996 and 1995, and the related statements of income, changes in common stock equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of PSI Energy Argentina, Inc. as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles. ARTHUR ANDERSEN LLP Cincinnati, Ohio, April 30, 1997.
PSI ENERGY ARGENTINA, INC. BALANCE SHEETS (dollars in thousands) December 31, 1996 1995 ASSETS CURRENT ASSETS Accounts receivable from affiliated companies .................................................... $ 660 $ -- Prepayments and other ............................................................................ 33 -- - ------- ------- 693 -- OTHER ASSETS Investment in Distrilec Invesora, S.A., net ...................................................... 10,705 10,705 - ------- ------- $11,398 $10,705 CAPITALIZATION COMMON STOCK EQUITY Common Stock - no par value; authorized shares - 100,000,000; outstanding shares - 100 in 1996 and 1995 ........................................................ $ -- $ -- Paid-in capital .............................................................................. .... 10,705 10,705 Retained earnings .............................................................................. .. 541 -- - ------- ------- 11,246 10,705 CURRENT LIABILITIES Accrued taxes .............................................................................. ...... 152 -- - ------- ------- $11,398 $10,705 The accompanying notes are an integral part of these financial statements
PSI ENERGY ARGENTINA, INC. STATEMENTS OF INCOME (dollars in thousands) For the Year Ended December 31, 1996 1995 Revenues Operator fees ................................................................... $247 $ -- Consulting and engineering retainer ............................................. 123 - -- Dividends ....................................................................... 376 -- - ---- --------- 746 -- Operation expenses .............................................................. 99 -- - ---- --------- Pre-tax income .................................................................. 647 -- Income taxes .................................................................... 106 -- - ---- --------- Net Income ...................................................................... $541 $ -- The accompanying notes are an integral part of these financial statements.
PSI ENERGY ARGENTINA, INC. STATEMENTS OF CHANGES IN COMMON STOCK EQUITY (dollars in thousands) Balance at December 31, 1994 ....................................................................... $10,705 - ------- - ------- Balance at December 31, 1995 ....................................................................... $10,705 Retained earnings Net income .............................................................................. ........... 541 - ------- Balance at December 31, 1996 ....................................................................... $11,246 The accompanying notes are an integral part of these financial statements.
PSI ENERGY ARGENTINA, INC. STATEMENTS OF CASH FLOWS (dollars in thousands) For the Year Ended December 31, 1996 1995 Operating Activities Net Income .............................................................................. ........ $ 541 $ -- Items providing (using) cash currently: Changes in current assets and current liabilities Accounts receivable ............................................................................. (660) -- Accrued taxes .............................................................................. ..... 152 -- Other items - net .............................................................................. . (33) -- - ------- --------- Net cash provided by (used in) operating activities ............................................. -- -- Net increase (decrease) in cash and temporary cash investments .............................................................................. .. -- -- Cash and temporary cash investments at beginning of period .............................................................................. ......... -- -- - ----- --------- Cash and temporary cash investments at end of period .............................................................................. ......... $-- $ -- The accompanying notes are an integral part of these financial statements
NOTES TO THE FINANCIAL STATEMENTS 1. Summary of Significant Accounting Policies (a) Nature of Operations PSI Energy Argentina, Inc. (PSI Energy Argentina or Company) is a foreign utility company under the Public Utility Holding Company Act of 1935 (PUHCA). PSI Energy Argentina is an Indiana corporation that was formed to invest in foreign utility companies. The Company and its parent, PSI Energy, Inc. (PSI), an Indiana electric utility, are subsidiaries of Cinergy Corp. (Cinergy), a registered holding company under the PUHCA. As of December 31, 1996, PSI Energy Argentina holds a 2% interest in Distrilec Invesora, S.A. (Distrilec). Distrilec, as a member of a multinational consortium, owns a 51% interest in Empresa Distribuidora Sur S.A. (Edesur), an electric- distribution network serving the southern half of the city of Buenos Aires, Argentina. Distrilec also acts as the operator of Edesur. Distrilec acquired its 51% interest in connection with the privatization of electric generation and distribution assets in Argentina. Pursuant to the privatization process, the Argentine government retained 39% of the shares for subsequent sale and distributed 10% of the shares to Edesur employees. In late 1995, the Argentine government sold its remaining 39% ownership interest at book value, which approximates the cost that Distrilec paid for its interest in Edesur. The Company has entered into an agreement with the other shareholders of Distrilec regarding the distribution to the shareholders of the operator fees earned by Distrilec. The term of this agreement extends through August 31, 2007. The Argentine government has placed a five-year restriction on the sale of Edesur stock, requiring the Company to hold its investment until at least September 1, 1997, unless special approval is obtained from the Argentine government. (b) Basis of Accounting PSI Energy Argentina uses the cost method to account for its investment in Distrilec. Currently, the shares of Edesur are not publicly traded. (c) Management's Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. Estimates are also required with respect to the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (See Note 2.) (d) Income Taxes PSI Energy Argentina complies with the provisions of Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes (Statement 109). Statement 109 requires recognition of deferred tax assets and liabilities for the expected future tax consequences of existing differences between the financial reporting and tax reporting bases of assets and liabilities The components of the Company's net deferred income tax assets at December 31, 1996 and 1995 are as follows: 1996 1995 Deferred income tax assets: Start-up costs $ - $ 46,516 NOL carryforwards - 93,032 Valuation allowance - (139,548) Net deferred income tax assets $ - $ -___ During 1996, the Company utilized all of its net operating loss carryforwards (approximately $245,000) for both Federal and state tax purposes. Federal income taxes, computed by applying the statutory Federal income tax rate to pre-tax income are reconciled to income tax expense reported in the Statement of Income as follows: 1996 (in thousands) Statutory Federal income tax provision $ 226.4 Increases (Reductions) in taxes resulting from: State income taxes (net of Federal benefit) 19.1 Change in valuation allowance (139.5) Income tax expense $ 106.0 PSI Energy Argentina will participate in the filing of a consolidated Federal income tax return with Cinergy, and other affiliated companies for the year ended December 31, 1996. The current tax liability is allocated among the members of the group pursuant to a tax sharing agreement consistent with Rule 45(c) of the PUHCA. (e) Consulting and Engineering Retainer The Company has entered into an agreement with Edesur under which the Company may provide consulting and engineering services to Edesur. Under this agreement, the Company receives retainer fees, as well as project fees for any services provided. Through December 31, 1996, the Company has not provided any services under the agreement. (f) Administrative, Management, and Support Services The Company receives certain administrative, management, and support services from affiliate companies. These services are immaterial and are not reflected in the financial statements. 2. Commitments The Company is committed to invest up to $12 million in Distrilec. The Company does not anticipate making any future cash payments but could incur a liability to invest an additional $2 million in the event that the operations of Distrilec require additional capital. EX-99.F.2 45
CINERGY CORP. CONSOLIDATING BALANCE SHEET DECEMBER 31, 1996 (in thousands) Consolidated Consolidated Cinergy The Cincinnati Gas PSI Energy, Cinergy Corp. Services, Inc. & Electric Company 1/ Inc. 1/ ------------------------------------------------------------- ASSETS UTILITY PLANT - ORIGINAL COST In service Electric ....................................................... $ -- $ -- $4,631,605 $4,178,181 Gas ............................................................ -- -- 713,829 -- Common ......................................................... -- -- 185,255 -- ---------- ---------- ---------- ---------- -- -- 5,530,689 4,178,181 Accumulated depreciation ....................................... -- -- 1,868,579 1,723,279 ---------- ---------- ---------- ---------- -- -- 3,662,110 2,454,902 Construction work in progress .................................. -- -- 95,984 76,630 ---------- ---------- ---------- ---------- Total utility plant ............................................ -- -- 3,758,094 2,531,532 CURRENT ASSETS Cash and temporary cash investments ............................ 3,605 7,009 5,120 2,911 Restricted deposits ............................................ -- -- 1,171 550 Notes receivable from affiliated companies ..................... 42 -- 31,740 3 Accounts receivable - net ...................................... 104 477 117,912 74,289 Accounts receivable from affiliated companies .................. 10,780 14,357 2,453 4,016 Materials, supplies, and fuel - at average cost Fuel for use in electric production ............................ -- -- 29,865 41,865 Gas stored for current use ..................................... -- -- 32,951 -- Other materials and supplies ................................... -- -- 52,023 28,268 Property taxes applicable to subsequent year ................... -- -- 123,580 -- Prepayments and other .......................................... 1,000 -- 32,433 3,184 ---------- ---------- ---------- ---------- 15,531 21,843 429,248 155,086 OTHER ASSETS Regulatory assets Amounts due from customers - income taxes ...................... -- -- 344,126 33,068 Post-in-service carrying costs and deferred operating expenses ............................................. -- -- 141,492 44,904 Phase-in deferred return and depreciation ...................... -- -- 95,163 -- Coal contract buyout costs ..................................... -- -- -- 138,171 Deferred demand-side management costs .......................... -- -- 33,534 101,208 Deferred merger costs .......................................... -- -- 17,709 76,290 Unamortized costs of reacquiring debt .......................... -- -- 38,439 32,079 Other .......................................................... -- -- 19,545 52,938 Investment in unconsolidated subsidiary ........................ -- -- -- -- Investment in consolidated subsidiaries ........................ 3,101,501 -- -- -- Other .......................................................... 2,071 6,949 89,908 129,667 ---------- ---------- ---------- ---------- 3,103,572 6,949 779,916 608,325 $3,119,103 $ 28,792 $4,967,258 $3,294,943 1/ See accompanying consolidating balance sheet.
CINERGY CORP. CONSOLIDATING BALANCE SHEET (Continued) DECEMBER 31, 1996 (continued) (in thousands) Consolidated Cinergy Investments, Consolidated Inc. 1/ Eliminations Cinergy Corp. ----------------------------------------------------- ASSETS UTILITY PLANT - ORIGINAL COST In service Electric ........................................................... $ -- $ -- $8,809,786 Gas ................................................................ -- -- 713,829 Common ............................................................. -- -- 185,255 ----------- ----------- ---------- -- -- 9,708,870 Accumulated depreciation ........................................... -- -- 3,591,858 ----------- ----------- ---------- -- -- 6,117,012 Construction work in progress ...................................... -- -- 172,614 ----------- ----------- ---------- Total utility plant ................................................ -- -- 6,289,626 CURRENT ASSETS Cash and temporary cash investments ................................ 682 -- 19,327 Restricted deposits ................................................ -- -- 1,721 Notes receivable from affiliated companies ......................... -- (31,785) -- Accounts receivable - net .......................................... 6,579 -- 199,361 Accounts receivable from affiliated companies ...................... 19,005 (50,611) -- Materials, supplies, and fuel - at average cost Fuel for use in electric production ................................ -- -- 71,730 Gas stored for current use ......................................... -- -- 32,951 Other materials and supplies ....................................... 1 -- 80,292 Property taxes applicable to subsequent year ....................... -- -- 123,580 Prepayments and other .............................................. 432 -- 37,049 ----------- ----------- ---------- 26,699 (82,396) 566,011 OTHER ASSETS Regulatory assets Amounts due from customers - income taxes .......................... -- -- 377,194 Post-in-service carrying costs and deferred operating expenses ................................................. -- -- 186,396 Phase-in deferred return and depreciation .......................... -- -- 95,163 Coal contract buyout costs ......................................... -- -- 138,171 Deferred demand-side management costs .............................. -- -- 134,742 Deferred merger costs .............................................. -- -- 93,999 Unamortized costs of reacquiring debt .............................. -- -- 70,518 Other .............................................................. -- -- 72,483 Investment in unconsolidated subsidiary ............................ 592,660 -- 592,660 Investment in consolidated subsidiaries ............................ -- (3,101,501) -- Other .............................................................. 7,391 (4,435) 231,551 ----------- ----------- ---------- 600,051 (3,105,936) 1,992,877 $ 626,750 $(3,188,332) $8,848,514 1/ See accompanying consolidating balance sheet.
CINERGY CORP. CONSOLIDATING BALANCE SHEET DECEMBER 31, 1996 (dollars in thousands) Consolidated Consolidated Cinergy The Cincinnati Gas PSI Energy, Cinergy Corp. Services, Inc.& Electric Company 1/ Inc. 1/ CAPITALIZATION AND LIABILITIES COMMON STOCK EQUITY Common stock - $.01 par value; authorized shares - 600,000,000; outstanding shares - 157,679,129 .................. $ 1,577 $ -- $ -- $ -- Common stock of subsidiaries ................................... -- -- 762,136 539 Paid-in capital ................................................ 536,276 402,947 Retained earnings .............................................. 992,273 -- 247,403 626,089 Cumulative foreign currency translation adjustment ............. (131) -- -- -- Total common stock equity ...................................... 2,584,454 -- 1,545,815 1,029,575 CUMULATIVE PREFERRED STOCK OF SUBSIDIARIES Not subject to mandatory redemption ............................ 21,146 173,086 LONG-TERM DEBT ................................................. -- -- 1,565,108 969,870 Total capitalization ........................................... 2,584,454 -- 3,132,069 2,172,531 CURRENT LIABILITIES Long-term debt due within one year ............................. 10,000 Notes payable .................................................. 509,000 -- 30,488 147,129 Notes payable to affiliated companies .......................... 7 18,489 103 13,186 Accounts payable ............................................... 2,597 10,963 166,064 114,330 Accounts payable to affiliated companies ....................... 23,196 1,840 12,726 12,850 Accrued taxes .................................................. (14,439) (2,567) 267,841 73,206 Accrued interest ............................................... 975 -- 30,570 24,045 Other .......................................................... -- -- 32,191 17,107 521,336 28,725 669,983 411,853 OTHER LIABILITIES Deferred income taxes .......................................... 767,085 372,997 Unamortized investment tax credits ............................. -- -- 123,185 52,750 Accrued pension and other postretirement benefit costs .................................................. 165,282 98,037 Other .......................................................... 26 -- 109,654 186,775 13,313 67 1,165,206 710,559 $ 3,119,103 $ 28,792 $4,967,258 $3,294,943
(continued) CINERGY CORP. CONSOLIDATING BALANCE SHEET DECEMBER 31, 1996 (dollars in thousands) Cinergy Investments, Consolidated Inc. 1/ Eliminations Cinergy Corp. CAPITALIZATION AND LIABILITIES COMMON STOCK EQUITY Common stock - $.01 par value; authorized shares - 600,000,000; outstanding shares - 157,679,129 ....................... $ -- $ -- $ 1,577 Common stock of subsidiaries ........................................ -- (762,675) -- Paid-in capital ..................................................... 515,473 (1,454,696) 1,590,735 Retained earnings ................................................... 15,715 (889,207) 992,273 Cumulative foreign currency translation adjustment .................. (131) 131 (131) Total common stock equity ........................................... 531,057 (3,106,447) 2,584,454 CUMULATIVE PREFERRED STOCK OF SUBSIDIARIES Not subject to mandatory redemption ................................. -- -- 194,232 LONG-TERM DEBT ...................................................... -- -- 2,534,978 Total capitalization ................................................ 531,057 (3,106,447) 5,313,664 CURRENT LIABILITIES Long-term debt due within one year .................................. -- -- 140,000 Notes payable ....................................................... 27,000 -- 713,617 Notes payable to affiliated companies ............................... -- (31,785) -- Accounts payable .................................................... 10,459 1,007 305,420 Accounts payable to affiliated companies ............................ -- (50,612) -- Accrued taxes ....................................................... (982) -- 323,059 Accrued interest .................................................... -- -- 55,590 Other ............................................................... 65,355 -- 114,653 101,832 (81,390) 1,652,339 OTHER LIABILITIES Deferred income taxes ............................................... (6,678) (495) 1,146,263 Unamortized investment tax credits .................................. -- -- 175,935 Accrued pension and other postretirement benefit costs ....................................................... -- -- 263,319 Other ............................................................... 539 -- 296,994 (6,139) (495) 1,882,511 $ 626,750 $(3,188,332) $ 8,848,514
CINERGY CORP. CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1996 (in thousands, except per share amounts) Consolidated Consolidated Cinergy The Cincinnati Gas PSI Energy, Cinergy Corp. Services, Inc & Electric Company 1/ Inc. 1/ --------------------------------------------------------------------- OPERATING REVENUES Electric Non-affiliated companies ................................. $ -- $ -- $ 1,458,828 $ 1,309,878 Affiliated companies ..................................... -- -- 43,180 22,084 Gas Non-affiliated companies ................................. -- -- 474,034 -- Affiliated companies ..................................... 7 Other .................................................... -- 615,348 -- -- --------- ----------- ----------- ----------- -- 615,348 1,976,049 1,331,962 OPERATING EXPENSES Fuel used in electric production ......................... -- -- 349,197 364,053 Gas purchased ............................................ -- -- 249,116 -- Purchased and exchanged power Non-affiliated companies ................................. -- -- 46,333 112,505 Affiliated companies ..................................... -- -- 21,921 43,343 Other operation .......................................... -- 603,158 330,169 268,478 Maintenance .............................................. -- -- 96,205 97,703 Depreciation ............................................. -- 157 160,951 121,812 Amortization of phase-in deferrals ....................... -- -- 13,598 -- Post-in-service deferred operating expenses - net ........................................... -- -- 3,290 (4,799) Income taxes ............................................. -- -- 145,075 73,194 Taxes other than income taxes ............................ -- 11,158 207,904 49,911 --------- ----------- ----------- ----------- -- 614,473 1,623,759 1,126,200 OPERATING INCOME ......................................... -- 875 352,290 205,762 OTHER INCOME AND EXPENSES - NET Allowance for equity funds used during construction ............................................. -- -- 1,225 -- Post-in-service carrying costs ........................... -- -- -- 1,223 Phase-in deferred return ................................. -- -- 8,372 -- Equity in earnings of consolidated subsidiaries ............................................. 347,556 -- -- -- Equity in earnings of unconsolidated subsidiary ............................................... -- -- -- 25,430 Income taxes ............................................. 6,857 -- 9,139 (3,997) Other - net .............................................. (1,501) (93) (21,296) 1,878 --------- ----------- ----------- ----------- 352,912 (93) (2,560) (896) INCOME BEFORE INTEREST AND OTHER CHARGES ................. 352,912 782 349,730 204,866 INTEREST AND OTHER CHARGES Interest on long-term debt ............................... -- -- 123,616 67,001 Other interest ........................................... 18,115 569 2,793 14,511 Allowance for borrowed funds used during construction ............................................. -- -- (3,859) (2,324) Preferred dividend requirements of subsidiaries ............................................. -- -- -- -- --------- ----------- ----------- ----------- 18,115 569 122,550 79,188 NET INCOME ............................................... $ 334,797 $ 213 $ 227,180 $ 125,678 Preferred dividend requirement ........................... -- -- 10,643 12,537 Costs of reacquisition of preferred stock of subsidiary ............................................ 18,391 -- 18,391 -- --------- ----------- ----------- ----------- INCOME APPLICABLE TO COMMON STOCK ........................ $ 316,406 $ 213 $ 198,146 $ 113,141 AVERAGE COMMON SHARES OUTSTANDING EARNINGS PER COMMON SHARE Net income Costs of reacquisition of preferred stock of subsidiary Net income applicable to common stock DIVIDENDS DECLARED PER COMMON SHARE 1/ See accompanying consolidating statement of income (loss).
CINERGY CORP. CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1996 (in thousands, except per share amounts) Consolidated Cinergy Consolidated Investments, Inc. Eliminations Cinergy Corp. ---------------------------------------------------- OPERATING REVENUES Electric Non-affiliated companies .................................................... $ -- -- $ 2,768,706 Affiliated companies ........................................................ -- $(65,264) -- Gas Non-affiliated companies .................................................... -- -- 474,034 Affiliated companies ........................................................ -- (7) -- Other ....................................................................... -- (615,348) -- --------- ----------- ----------- -- (680,619) 3,242,740 OPERATING EXPENSES Fuel used in electric production ............................................ -- -- 713,250 Gas purchased ............................................................... -- -- 249,116 Purchased and exchanged power Non-affiliated companies .................................................... -- -- 158,838 Affiliated companies ........................................................ -- (65,264) -- Other operation ............................................................. -- (603,371) 598,434 Maintenance ................................................................. -- -- 193,908 Depreciation ................................................................ -- (157) 282,763 Amortization of phase-in deferrals .......................................... -- -- 13,598 Post-in-service deferred operating expenses - net .............................................................. -- -- (1,509) Income taxes ................................................................ -- -- 218,269 Taxes other than income taxes ............................................... -- (11,158) 257,815 --------- ----------- ----------- -- (679,950) 2,684,482 OPERATING INCOME ............................................................ -- (669) 558,258 OTHER INCOME AND EXPENSES - NET Allowance for equity funds used during construction ................................................................ -- -- 1,225 Post-in-service carrying costs .............................................. -- -- 1,223 Phase-in deferred return .................................................... -- -- 8,372 Equity in earnings of consolidated subsidiaries ................................................................ -- (347,556) -- Equity in earnings of unconsolidated subsidiary .................................................................. 25,430 -- 25,430 Income taxes ................................................................ 7,537 -- 19,536 Other - net ................................................................. (13,994) (5,458) (40,464) --------- ----------- ----------- 18,973 (353,014) 15,322 INCOME BEFORE INTEREST AND OTHER CHARGES .................................... 18,973 (353,683) 573,580 INTEREST AND OTHER CHARGES Interest on long-term debt .................................................. -- -- 190,617 Other interest .............................................................. 1,308 (6,127) 31,169 Allowance for borrowed funds used during construction ................................................................ -- -- (6,183) Preferred dividend requirements of subsidiaries ................................................................ -- 23,180 23,180 --------- ----------- ----------- 1,308 17,053 238,783 NET INCOME .................................................................. $ 17,665 ($ 370,736) $ 334,797 Preferred dividend requirement .............................................. -- (23,180) -- Costs of reacquisition of preferred stock of subsidiary ......................................................... -- (18,391) 18,391 --------- ----------- ----------- INCOME APPLICABLE TO COMMON STOCK ........................................... $ 17,665 ($ 329,165) $ 316,406 AVERAGE COMMON SHARES OUTSTANDING ........................................... 157,678 EARNINGS PER COMMON SHARE Net income .................................................................. $ 2.12 Costs of reacquisition of preferred stock of subsidiary ............................................................... (0.12) ----------- Net income applicable to common stock ....................................... $ 2.00 DIVIDENDS DECLARED PER COMMON SHARE ......................................... $ 1.74 1/ See accompanying consolidating statement of income (loss).
CINERGY CORP. CONSOLIDATING STATEMENT OF CHANGES IN COMMON STOCK EQUITY (dollars in thousands) Consolidated Consolidated Cinergy The Cincinnati Gas PSI Energy, Cinergy Corp. Services, Inc. & Electric Company 1/ Inc. 1/ ---------------------------------------------------------------------- BALANCE AT DECEMBER 31, 1995 ......................... $ 2,548,843 $(213) $ 1,528,463 $ 1,029,067 Common stock 2/ ...................................... -- -- -- -- Paid-in capital ...................................... (6,315) -- (32) (306) Contribution from parent company ..................... -- -- 197,207 -- Retained earnings Net income ........................................... 334,797 213 227,180 125,678 Dividends on preferred stock ......................... -- -- (10,643) (12,629) Dividends on common stock ............................ (274,358) -- (377,969) (112,076) Costs of reacquisition of preferred stock of subsidiary .................................. (18,391) -- (18,391) -- Other ................................................ 9 -- -- (159) Foreign currency translation adjustment ........................................... (131) -- -- -- ----------- ----- ----------- ----------- BALANCE AT DECEMBER 31, 1996 ......................... $ 2,584,454 $-- $ 1,545,815 $ 1,029,575 1/ See accompanying consolidating statement of changes in common stock equity. 2/ Par values, authorized shares, and outstanding shares are as follows: Par Value Authorized shares Outstanding Shares ------------------- -------------------------------------------- (in thousands) -------------------------------------------- Cinergy $0.01 600,000 157,679 CG&E $8.50 120,000 89,663 PSI $0.01 stated value 60,000 53,914
CINERGY CORP. CONSOLIDATING STATEMENT OF CHANGES IN COMMON STOCK EQUITY (dollars in thousands) Consolidated Investments, Consolidated Inc. 1/ Eliminations Cinergy Corp. ---------------------------------------------------------- BALANCE AT DECEMBER 31, 1995 ................................. $ 11,447 $(2,568,764) $ 2,548,843 Common stock 2/ .............................................. -- -- -- Paid-in capital .............................................. (11,021) 11,359 (6,315) Contribution from parent company ............................. 502,076 (699,283) -- Retained earnings Net income ................................................... 17,665 (370,736) 334,797 Dividends on preferred stock ................................. -- 23,272 -- Dividends on common stock .................................... -- 490,045 (274,358) Costs of reacquisition of preferred stock of subsidiary .......................................... -- 18,391 (18,391) Other ........................................................ 11,021 (10,862) 9 Foreign currency translation adjustment ................................................... (131) 131 (131) --------- ----------- ----------- BALANCE AT DECEMBER 31, 1996 ................................. $ 531,057 $(3,106,447) $ 2,584,454 1/ See accompanying consolidating statement of changes in common stock equity. 2/ Par values, authorized shares, and outstanding shares are as follows: Par Value Authorized shares Outstanding Shares ------------------- -------------------------------------------- (in thousands) -------------------------------------------- Cinergy $0.01 600,000 157,679 CG&E $8.50 120,000 89,663 PSI $0.01 stated value 60,000 53,914
CINERGY CORP. CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1996 (in thousands) Consolidated Consolidated Cinergy The Cincinnati Gas PSI Cinergy Corp.Services, Inc.& Electric Company 1/Energy, Inc. 1/ ------------------------------------------------------------- Operating Activities Net income ...................................................... $ 334,797 $ 213 $ 227,180 $ 125,678 Items providing (using) cash currently: Depreciation .................................................... -- 157 160,951 121,812 Deferred income taxes and investment tax credits - net ................................................... (8) 67 18,929 29,925 Allowance for equity funds used during construction .................................................... -- -- (1,225) -- Regulatory assets - net ......................................... -- -- 34,761 (34,481) Changes in current assets and current liabilities Restricted deposits ............................................. -- -- (27) (336) Accounts and notes receivable, net of reserves on receivables sold .................................... 16,029 (718) 156,182 2,722 Materials, supplies, and fuel ................................... -- -- 2,437 41,343 Accounts payable ................................................ (16,688) (3,150) 19,587 10,363 Litigation settlement ........................................... -- -- -- (80,000) Accrued taxes and interest ...................................... (13,661) (2,567) 16,923 6,704 Other items - net ............................................... 148,304 (1,463) 39,843 3,813 --------- -------- --------- --------- Net cash provided by (used in) operating activities ............................................ 468,773 (7,461) 675,541 227,543 Financing Activities Issuance of common stock ........................................ 311 -- -- -- Issuance of long-term debt ...................................... -- -- -- 174,817 Funds on deposit from issuance of long-term debt ................ -- -- -- 973 Retirement of preferred stock of subsidiaries ................... (197,371) -- -- (15,116) Redemption of long-term debt .................................... -- -- (162,583) (74,600) Change in short-term debt ....................................... 509,007 18,489 30,591 (38,216) Dividends on preferred stock .................................... -- -- (10,643) (12,629) Dividends on common stock ....................................... (274,358) -- (377,969) (112,076) Capital contribution from parent company ........................ -- -- -- -- --------- -------- --------- --------- Net cash provided by (used in) financing activities ............................................ 37,589 18,489 (520,604) (76,847) Investing Activities Construction expenditures (less allowance for equity funds used during construction) ...................... -- (4,019) (142,053) (172,341) Deferred demand-side management costs - net ..................... -- -- (14,376) 9,034 Investment in unconsolidated subsidiary ......................... (503,349) -- -- -- --------- -------- --------- --------- Net cash used in investing activities ........................... (503,349) (4,019) (156,429) (163,307) Net increase (decrease) in cash and temporary cash investments ...................................... 3,013 7,009 (1,492) (12,611) Cash and temporary cash investments at beginning of period ............................................. 592 -- 6,612 15,522 --------- -------- --------- --------- Cash and temporary cash investments at end of period ................................................... $ 3,605 $ 7,009 $ 5,120 $ 2,911 1/ See accompanying consolidating statement of cash flows.
CINERGY CORP. CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1996 (in thousands) Consolidated Cinergy Investments, Consolidated Inc. 1/ Eliminations Cinergy Corp. --------------------------------------------------- Operating Activities Net income .......................................................... $ 17,665 ($370,736) $ 334,797 Items providing (using) cash currently: Depreciation ........................................................ -- (157) 282,763 Deferred income taxes and investment tax credits - net ....................................................... (1,001) -- 47,912 Allowance for equity funds used during construction ........................................................ -- -- (1,225) Regulatory assets - net ............................................. -- -- 280 Changes in current assets and current liabilities Restricted deposits ................................................. 5 -- (358) Accounts and notes receivable, net of reserves on receivables sold ........................................ 189 (41,655) 132,749 Materials, supplies, and fuel ....................................... 225 -- 44,005 Accounts payable .................................................... (13,448) 40,617 37,281 Litigation settlement ............................................... -- -- (80,000) Accrued taxes and interest .......................................... (1,930) -- 5,469 Other items - net ................................................... (34,476) (143,605) 12,416 --------- --------- --------- Net cash provided by (used in) operating activities ................................................ (32,771) (515,536) 816,089 Financing Activities Issuance of common stock ............................................ -- -- 311 Issuance of long-term debt .......................................... -- -- 174,817 Funds on deposit from issuance of long-term debt .................... -- -- 973 Retirement of preferred stock of subsidiaries ....................... -- -- (212,487) Redemption of long-term debt ........................................ -- -- (237,183) Change in short-term debt ........................................... 27,000 946 547,817 Dividends on preferred stock ........................................ -- 23,272 -- Dividends on common stock ........................................... -- 490,045 (274,358) Capital contribution from parent company ............................ 502,076 (502,076) -- --------- --------- --------- Net cash provided by (used in) financing activities ................................................ 529,076 12,187 (110) Investing Activities Construction expenditures (less allowance for equity funds used during construction) .......................... (4,600) -- (323,013) Deferred demand-side management costs - net ......................... -- -- (5,342) Investment in unconsolidated subsidiary ............................. (503,349) 503,349 (503,349) --------- --------- --------- Net cash used in investing activities ............................... (507,949) 503,349 (831,704) Net increase (decrease) in cash and temporary cash investments .......................................... (11,644) -- (15,725) Cash and temporary cash investments at beginning of period ................................................. 12,326 -- 35,052 --------- --------- --------- Cash and temporary cash investments at end of period ....................................................... $ 682 $ -- $ 19,327 1/ See accompanying consolidating statement of cash flows.
EX-99.F.3 46
THE CINCINNATI GAS & ELECTRIC COMPANY CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1996 (in thousands) The Union Light, The West The Cincinnati Gas Heat and Lawrenceburg Harrison Gas and Miami Tri-State & Electric Company Power Company Gas Company Electric CompanyPower Co.Improvement Co ------------------------------------------------------------------------------------- OPERATING REVENUES Electric Non-affiliated companies ........................ $ 1,267,388 $ 190,908 $ -- $ 540 $ -- $ -- Affiliated companies ............................ 188,330 -- -- -- 39 -- Gas Non-affiliated companies ........................ 389,830 76,511 7,619 -- -- -- Affiliated companies ............................ 1,204 357 14 -- -- -- ----------- ----------- ----------- ----------- ----------- ----------- 1,846,752 267,768 7,633 540 39 -- OPERATING EXPENSES Fuel used in electric production ................ 348,923 273 -- 1 -- -- Gas purchased ................................... 204,680 41,185 3,976 -- -- -- Purchased and exchanged power Non-affiliated companies ........................ 46,333 -- -- -- -- -- Affiliated companies ............................ 21,921 143,566 -- 363 -- -- Other operation ................................. 300,086 30,934 1,229 55 16 -- Maintenance ..................................... 91,034 4,997 162 11 1 -- Depreciation .................................... 148,501 11,909 417 19 1 -- Amortization of phase-in deferrals .............. 13,598 -- -- -- -- -- Post-in-service deferred operating expenses - net .................................. 3,290 -- -- -- -- -- Income taxes .................................... 134,692 9,834 515 30 6 -- Taxes other than income taxes ................... 203,533 4,036 292 12 6 -- ----------- ----------- ----------- ----------- ----------- ----------- 1,516,591 246,734 6,591 491 30 -- OPERATING INCOME ................................ 330,161 21,034 1,042 49 9 -- OTHER INCOME AND EXPENSES - NET Allowance for equity funds used during construction ............................. 1,233 (8) -- -- -- -- Phase-in deferred return ........................ 8,372 -- -- -- -- -- Equity in earnings of subsidiaries .............. 15,859 -- -- -- -- -- Income taxes .................................... 9,680 (352) 13 2 -- (205) Other - net ..................................... (18,465) (1,417) (27) (2) -- 981 ----------- ----------- ----------- ----------- ----------- ----------- 16,679 (1,777) (14) -- -- 776 INCOME BEFORE INTEREST .......................... 346,840 19,257 1,028 49 9 776 INTEREST Interest on long-term debt ...................... 119,479 4,016 121 -- -- -- Other interest .................................. 2,548 703 73 3 -- 1,832 Allowance for borrowed funds used during construction ............................. (2,367) (58) (3) -- -- (1,431) ----------- ----------- ----------- ----------- ----------- ----------- 119,660 4,661 191 3 -- 401 NET INCOME ...................................... 227,180 14,596 837 46 9 375 PREFERRED DIVIDEND REQUIREMENT .................. 10,643 -- -- -- -- -- COSTS OF REACQUISITION OF PREFERRED STOCK ....... 18,391 -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- ----------- INCOME APPLICABLE TO COMMON STOCK ............... $ 198,146 $ 14,596 $ 837 $ 46 $ 9 $ 375
THE CINCINNATI GAS & ELECTRIC COMPANY CONSOLIDATING STATEMENT OF INCOME (Continued) FOR THE YEAR ENDED DECEMBER 31, 1996 (in thousands) Consolidated KO The Cincinnati Gas Transmission Co. Eliminations & Electric Company --------------------------------------------------- OPERATING REVENUES Electric Non-affiliated companies ...................................... $ -- $ -- $ 1,458,828 Affiliated companies .......................................... -- (145,189) 43,180 Gas Non-affiliated companies ...................................... 40 34 474,034 Affiliated companies .......................................... 533 (2,101) 7 ----------- ----------- ----------- 573 (147,256) 1,976,049 OPERATING EXPENSES Fuel used in electric production .............................. -- -- 349,197 Gas purchased ................................................. -- (725) 249,116 Purchased and exchanged power Non-affiliated companies ...................................... -- -- 46,333 Affiliated companies .......................................... -- (143,929) 21,921 Other operation ............................................... 274 (2,425) 330,169 Maintenance ................................................... -- -- 96,205 Depreciation .................................................. 104 -- 160,951 Amortization of phase-in deferrals ............................ -- -- 13,598 Post-in-service deferred operating expenses - net ................................................ -- -- 3,290 Income taxes .................................................. 68 (70) 145,075 Taxes other than income taxes ................................. 25 -- 207,904 ----------- ----------- ----------- 471 (147,149) 1,623,759 OPERATING INCOME .............................................. 102 (107) 352,290 OTHER INCOME AND EXPENSES - NET Allowance for equity funds used during construction ........................................... -- -- 1,225 Phase-in deferred return ...................................... -- -- 8,372 Equity in earnings of subsidiaries ............................ -- (15,859) -- Income taxes .................................................. 2 (1) 9,139 Other - net ................................................... -- (2,366) (21,296) ----------- ----------- ----------- 2 (18,226) (2,560) INCOME BEFORE INTEREST ........................................ 104 (18,333) 349,730 INTEREST Interest on long-term debt .................................... -- -- 123,616 Other interest ................................................ -- (2,366) 2,793 Allowance for borrowed funds used during construction ........................................... -- -- (3,859) ----------- ----------- ----------- -- (2,366) 122,550 NET INCOME .................................................... 104 (15,967) 227,180 PREFERRED DIVIDEND REQUIREMENT ................................ -- -- 10,643 COSTS OF REACQUISITION OF PREFERRED STOCK ..................... -- -- 18,391 ----------- ----------- ----------- INCOME APPLICABLE TO COMMON STOCK ............................. $ 104 $ (15,967) $ 198,146
THE CINCINNATI GAS & ELECTRIC COMPANY CONSOLIDATING BALANCE SHEET DECEMBER 31, 1996 (in thousands) The Union Light, The West The Cincinnati Gas Heat and Lawrenceburg Harrison Gas and Miami & Electric Company Power Company Gas Company Electric Company Power Corp. ---------------------------------------------------------------------------- ASSETS UTILITY PLANT - ORIGINAL COST In service Electric ................................................ $4,435,403 $ 195,053 $ -- $ 585 $ 564 Gas ..................................................... 543,023 148,203 14,570 -- -- Common .................................................. 165,970 19,285 -- -- -- ---------- ---------- ---------- ---------- ---------- 5,144,396 362,541 14,570 585 564 Accumulated depreciation ................................ 1,734,649 122,310 4,026 189 555 ---------- ---------- ---------- ---------- ---------- 3,409,747 240,231 10,544 396 9 Construction work in progress ........................... 86,802 9,050 132 -- -- ---------- ---------- ---------- ---------- ---------- Total utility plant ..................................... 3,496,549 249,281 10,676 396 9 CURRENT ASSETS Cash and temporary cash investments ..................... 3,692 1,197 153 11 67 Restricted deposits ..................................... 1,171 -- -- -- -- Notes receivable from affiliated companies .............. 63,722 100 -- -- -- Accounts receivable - net ............................... 101,389 12,763 1,843 75 -- Accounts receivable from affiliated companies ........... 16,977 620 -- 4 1 Materials, supplies, and fuel - at average cost Fuel for use in electric production ..................... 29,865 -- -- -- -- Gas stored for current use .............................. 26,586 6,351 14 -- -- Other materials and supplies ............................ 51,307 716 -- -- -- Prepayments and other ................................... 32,043 370 12 8 -- ---------- ---------- ---------- ---------- ---------- 447,732 24,717 2,022 98 68 OTHER ASSETS Regulatory assets Amounts due from customers - income taxes ............... 344,115 -- -- 11 -- Post-in-service carrying costs and deferred operating expenses ............................. 141,492 -- -- -- -- Phase-in deferred return and depreciation ............... 95,163 -- -- -- -- Deferred demand-side management costs ................... 33,534 -- -- -- -- Deferred merger costs ................................... 12,296 5,218 195 -- -- Unamortized costs of reacquiring debt ................... 34,675 3,764 -- -- -- Other ................................................... 17,188 2,357 -- -- -- Investment in subsidiaries .............................. 157,479 -- -- -- -- Other ................................................... 51,914 5,146 973 9 -- ---------- ---------- ---------- ---------- ---------- 887,856 16,485 1,168 20 -- $4,832,137 $ 290,483 $ 13,866 $ 514 $ 77
THE CINCINNATI GAS & ELECTRIC COMPANY CONSOLIDATING BALANCE SHEET (Continued) DECEMBER 31, 1996 (in thousands) Tri-State KO The Cincinnati Gas Improvement Co. Transmission Co. Eliminations & Electric Company ------------------------------------------------------------------ ASSETS UTILITY PLANT - ORIGINAL COST In service Electric ..................................................... $ -- $ -- $ -- $ 4,631,605 Gas .......................................................... -- 8,033 -- 713,829 Common ....................................................... -- -- -- 185,255 ----------- ----------- ----------- ----------- -- 8,033 -- 5,530,689 Accumulated depreciation ..................................... -- 6,850 -- 1,868,579 ----------- ----------- ----------- ----------- -- 1,183 -- 3,662,110 Construction work in progress ................................ -- -- -- 95,984 ----------- ----------- ----------- ----------- Total utility plant .......................................... -- 1,183 -- 3,758,094 CURRENT ASSETS Cash and temporary cash investments .......................... -- -- -- 5,120 Restricted deposits .......................................... -- -- -- 1,171 Notes receivable from affiliated companies ................... -- -- (32,082) 31,740 Accounts receivable - net .................................... 1,790 18 34 117,912 Accounts receivable from affiliated companies ................ 956 -- (16,105) 2,453 Materials, supplies, and fuel - at average cost Fuel for use in electric production .......................... -- -- -- 29,865 Gas stored for current use ................................... -- -- -- 32,951 Other materials and supplies ................................. -- -- -- 52,023 Property taxes applicable to subsequent year ................. -- -- -- 123,580 Prepayments and other ........................................ -- -- -- 32,433 ----------- ----------- ----------- ----------- 2,746 18 (48,153) 429,248 OTHER ASSETS Regulatory assets Amounts due from customers - income taxes .................... -- -- -- 344,126 Post-in-service carrying costs and deferred operating expenses .................................. -- -- -- 141,492 Phase-in deferred return and depreciation .................... -- -- -- 95,163 Deferred demand-side management costs ........................ -- -- -- 33,534 Deferred merger costs ........................................ -- -- -- 17,709 Unamortized costs of reacquiring debt ........................ -- -- -- 38,439 Other ........................................................ -- -- -- 19,545 Investment in subsidiaries ................................... -- -- (157,479) -- Other ........................................................ 31,475 469 (78) 89,908 ----------- ----------- ----------- ----------- 31,475 469 (157,557) 779,916 $ 34,221 $ 1,670 $ (205,710) $ 4,967,258
THE CINCINNATI GAS & ELECTRIC COMPANY CONSOLIDATING BALANCE SHEET DECEMBER 31, 1996 (dollars in thousands) The Union Light, The West The Cincinnati Gas Heat and Lawrenceburg Harrison Gas and Miami Tri-State & Electric CompaPower Company Gas Company Electric CompanyPower Corp.Improvement Co. -------------------------------------------------------------------------------------- CAPITALIZATION AND LIABILITIES COMMON STOCK EQUITY Common stock - $8.50 par value; authorized shares - 120,000,000; outstanding shares - 89,663,086 $ 762,136 $ - $ - $ - $ - $ - Common stock of subsidiaries - 8,780 539 20 1 25 Paid-in capital 536,276 18,839 - - - - Retained earnings 247,403 92,484 5,943 297 (6) 429 -------------- ------------- ------------ -------------- ---------- ----------- Total common stock equity 1,545,815 120,103 6,482 317 (5) 454 CUMULATIVE PREFERRED STOCK Not subject to mandatory redemption 21,146 - - - - - LONG-TERM DEBT 1,519,291 44,617 1,200 - - 29,691 -------------- ------------- ------------ -------------- ---------- ----------- Total capitalization 3,086,252 164,720 7,682 317 (5) 30,145 CURRENT LIABILITIES Long-term debt due within one year 130,000 - - - - - Notes payable 30,488 - - - - - Notes payable to affiliated companies 103 30,649 1,433 - - - Accounts payable 152,534 12,018 998 28 - 301 Accounts payable to affiliated companies 10,585 16,771 315 48 75 - Accrued taxes 265,810 1,014 315 8 2 710 Accrued interest 29,251 1,284 33 2 - - Other 26,775 5,248 160 8 - - -------------- ------------- ------------ -------------- ---------- ----------- 645,546 66,984 3,254 94 77 1,011 OTHER LIABILITIES Deferred income taxes 729,029 33,463 1,513 73 (32) 3,054 Unamortized investment tax credits 118,153 4,797 222 12 1 - Accrued pension and other postretirement benefit costs 151,788 12,983 493 14 4 - Other 101,369 7,536 702 4 32 11 -------------- ------------- ------------ -------------- ---------- ----------- 1,100,339 58,779 2,930 103 5 3,065 $ 4,832,137 $ 290,483 $ 13,866 $ 514 $ 77 $ 34,221
THE CINCINNATI GAS & ELECTRIC COMPANY CONSOLIDATING BALANCE SHEET (Continued) DECEMBER 31, 1996 (dollars in thousands) Consolidated KO The Cincinnati Gas Transmission Co. Eliminations & Electric Company ----------------------------------------------- CAPITALIZATION AND LIABILITIES COMMON STOCK EQUITY Common stock - $8.50 par value; authorized shares - 120,000,000; outstanding shares - 89,663,086 ......................... $ -- $ -- $ 762,136 Common stock of subsidiaries ......................................... -- (9,365) -- Paid-in capital ...................................................... 515 (19,354) 536,276 Retained earnings .................................................... 29 (99,176) 247,403 ----------- ----------- ----------- Total common stock equity ............................................ 544 (127,895) 1,545,815 CUMULATIVE PREFERRED STOCK Not subject to mandatory redemption .................................. -- -- 21,146 LONG-TERM DEBT ....................................................... -- (29,691) 1,565,108 ----------- ----------- ----------- Total capitalization ................................................. 544 (157,586) 3,132,069 CURRENT LIABILITIES Long-term debt due within one year ................................... -- -- 130,000 Notes payable ........................................................ -- -- 30,488 Notes payable to affiliated companies ................................ -- (32,082) 103 Accounts payable ..................................................... 53 132 166,064 Accounts payable to affiliated companies ............................. 1,038 (16,106) 12,726 Accrued taxes ........................................................ 50 (68) 267,841 Accrued interest ..................................................... -- -- 30,570 Other ................................................................ -- -- 32,191 ----------- ----------- ----------- 1,141 (48,124) 669,983 OTHER LIABILITIES Deferred income taxes ................................................ (15) -- 767,085 Unamortized investment tax credits ................................... -- -- 123,185 Accrued pension and other postretirement benefit costs ........................................................ -- -- 165,282 Other ................................................................ -- -- 109,654 ----------- ----------- ----------- (15) -- 1,165,206 $ 1,670 $ (205,710) $ 4,967,258
THE CINCINNATI GAS & ELECTRIC COMPANY CONSOLIDATING STATEMENT OF CHANGES IN COMMON STOCK EQUITY (in thousands) The Union The West The Cincinnati Light, Heat Harrison Gas Tri-State Gas & Electric and Power Lawrenceburg and Electric Miami Improvement Company Company Gas Company Company Power Corp. Co. ----------------------------------------------------------------------------------------------- BALANCE AT DECEMBER 31, 1995 ......... $ 1,528,463 $ 110,482 $ 5,645 $ 291 $ 16 $ 79 Paid-in capital ...................... (32) -- -- -- -- -- Capital contribution from parent company ....................... 197,207 -- -- -- -- -- Retained earnings Net income ........................... 227,180 14,596 837 46 9 375 Dividends on preferred stock ......... (10,643) -- -- -- -- -- Dividends on common stock ............ (377,969) (4,975) -- (20) (30) -- Costs of reacquisition of preferred stock ...................... (18,391) -- -- -- -- -- Other ................................ -- -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- ----------- BALANCE AT DECEMBER 31, 1996 ......... $ 1,545,815 $ 120,103 $ 6,482 $ 317 $ (5) $ 454
THE CINCINNATI GAS & ELECTRIC COMPANY CONSOLIDATING STATEMENT OF CHANGES IN COMMON STOCK EQUITY (Continued) (in thousands) Consolidated KO The Cincinnati Transmission Gas & Electric Co. Eliminations Company -------------------------------------------------------------- BALANCE AT DECEMBER 31, 1995 ............................ $ -- $ (116,513) $ 1,528,463 Paid-in capital ......................................... -- -- (32) Capital contribution from parent company .......................................... 515 (515) 197,207 Retained earnings Net income .............................................. 104 (15,967) 227,180 Dividends on preferred stock ............................ -- -- (10,643) Dividends on common stock ............................... (75) 5,100 (377,969) Costs of reacquisition of preferred stock ......................................... -- -- (18,391) Other ................................................... -- -- -- ----------- ----------- ----------- BALANCE AT DECEMBER 31, 1996 ............................ $ 544 $ (127,895) $ 1,545,815
THE CINCINNATI GAS & ELECTRIC COMPANY CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1996 (in thousands) The Union The West The Cincinnati Light, Heat Harrison Gas Gas & Electric and Power Lawrenceburg and Electric Miami Company Company Gas Company Company Power Corp. ------------------------------------------------------------------------------- Operating Activities Net income .............................................. $ 227,180 $ 14,596 $ 837 $ 46 $ 9 Items providing (using) cash currently: Depreciation ............................................ 148,501 11,909 417 19 1 Deferred income taxes and investment tax credits - net ........................................... 7,967 9,857 591 4 -- Allowance for equity funds used during construction ............................................ (1,233) 8 -- -- -- Regulatory assets - net ................................. 36,342 (1,500) (81) -- -- Changes in current assets and current liabilities Restricted deposits ..................................... (27) -- -- -- -- Accounts and notes receivable, net of reserves on receivables sold ............................ 128,541 20,758 (385) (4) 2 Materials, supplies, and fuel ........................... 3,776 (1,339) -- -- -- Accounts payable ........................................ 24,403 (4,690) (1,349) (17) 60 Accrued taxes and interest .............................. 17,472 (1,244) 388 6 (2) Other items - net ....................................... 36,582 (6,804) (1,334) (16) (1) --------- --------- --------- --------- --------- Net cash provided by (used in) operating activities .................................... 629,504 41,551 (916) 38 69 Financing Activities Issuance of long-term debt .............................. -- -- -- -- -- Retirement of preferred stock of subsidiaries ........... -- -- -- -- -- Redemption of long-term debt ............................ (136,500) (26,083) -- -- -- Change in short-term debt ............................... 30,591 7,606 1,433 -- -- Dividends on preferred stock ............................ (10,643) -- -- -- -- Dividends on common stock ............................... (377,969) (4,975) -- (20) (30) Borrowing and repayment to finance acquisition .......... -- -- -- -- -- Capital donation from parent company .................... -- -- -- -- -- --------- --------- --------- --------- --------- Net cash provided by (used in) financing activities .................................... (494,521) (23,452) 1,433 (20) (30) Investing Activities Construction expenditures (less allowance for equity funds used during construction) .............. (121,316) (18,652) (680) (32) -- Deferred demand-side management costs - net ............. (14,376) -- -- -- -- --------- --------- --------- --------- --------- Net cash used in investing activities ................... (135,692) (18,652) (680) (32) -- Net increase (decrease) in cash and temporary cash investments .............................. (709) (553) (163) (14) 39 Cash and temporary cash investments at beginning of period ..................................... 4,401 1,750 316 25 28 --------- --------- --------- --------- --------- Cash and temporary cash investments at end of period ........................................... $ 3,692 $ 1,197 $ 153 $ 11 $ 67
THE CINCINNATI GAS & ELECTRIC COMPANY CONSOLIDATING STATEMENT OF CASH FLOWS (Continued) FOR THE YEAR ENDED DECEMBER 31, 1996 (in thousands) Consolidated The Cincinnati Tri-State KO Gas & Electric Improvement Co Transmission Co Eliminations Company ------------------------------------------------------------ Operating Activities Net income ......................................................... $ 375 $ 104 ($ 15,967) $ 227,180 Items providing (using) cash currently: Depreciation ....................................................... -- 104 -- 160,951 Deferred income taxes and investment tax credits - net ...................................................... 525 (15) -- 18,929 Allowance for equity funds used during construction ....................................................... -- -- -- (1,225) Regulatory assets - net ............................................ -- -- -- 34,761 Changes in current assets and current liabilities Restricted deposits ................................................ -- -- -- (27) Accounts and notes receivable, net of reserves on receivables sold ....................................... 1,292) (18) 8,580 156,182 Materials, supplies, and fuel ...................................... -- -- -- 2,437 Accounts payable ................................................... (467) -- 1,647 19,587 Accrued taxes and interest ......................................... 321 -- (18) 16,923 Other items - net .................................................. 2,967 29 8,420 39,843 --------- --------- --------- --------- Net cash provided by (used in) operating activities ............................................... 2,429 204 2,662 675,541 Financing Activities Issuance of long-term debt ......................................... -- -- -- -- Retirement of preferred stock of subsidiaries ...................... -- -- -- -- Redemption of long-term debt ....................................... -- -- -- (162,583) Change in short-term debt .......................................... -- -- (9,039) 30,591 Dividends on preferred stock ....................................... -- -- -- (10,643) Dividends on common stock .......................................... -- (75) 5,100 (377,969) Borrowing and repayment to finance acquisition - ................... 651 (651) -- Capital donation from parent company ............................... -- 515 (515) -- --------- --------- --------- --------- Net cash provided by (used in) financing activities ............................................... -- 1,091 (5,105) (520,604) Investing Activities Construction expenditures (less allowance for equity funds used during construction) ................. (1,295) 2,443 (142,053) Deferred demand-side management costs - net ........................ -- -- -- (14,376) --------- --------- --------- --------- Net cash used in investing activities ....................... (1,295) 2,443 (156,429) Net increase (decrease) in cash and temporary cash investments ......................................... (92) -- -- (1,492) Cash and temporary cash investments at beginning of period ................................................ 92 -- -- 6,612 --------- --------- --------- --------- Cash and temporary cash investments at end of period ...................................................... $ -- $ -- $ -- $ 5,120
EX-99.F.5 47
PSI ENERGY, INC. CONSOLIDATING BALANCE SHEET DECEMBER 31, 1996 (in thousands) PSI Energy Consolidated PSI Energy, Inc. Argentina, Inc. Eliminations PSI Energy, Inc. --------------------------------------------------------------- ASSETS ELECTRIC UTILITY PLANT - ORIGINAL COST In service .................................................... $4,178,181 $ -- $ -- $4,178,181 Accumulated depreciation ...................................... 1,723,279 -- -- 1,723,279 ---------- -------- ----------- ---------- 2,454,902 -- -- 2,454,902 Construction work in progress ................................. 76,630 -- -- 76,630 ---------- -------- ----------- ---------- Total electric utility plant .................................. 2,531,532 -- -- 2,531,532 CURRENT ASSETS Cash and temporary cash investments ........................... 2,911 -- -- 2,911 Restricted deposits ........................................... 550 -- -- 550 Notes receivable from affiliated companies .................... 3 -- -- 3 Accounts receivable - net ..................................... 74,289 -- -- 74,289 Accounts receivable from affiliated companies ................. 3,975 660 (619) 4,016 Materials, supplies, and fuel - at average cost Fuel for use in electric production ........................... 41,865 -- -- 41,865 Other materials and supplies .................................. 28,268 -- -- 28,268 Prepayments and other ......................................... 3,151 33 -- 3,184 ---------- -------- ----------- ---------- 155,012 693 (619) 155,086 OTHER ASSETS Regulatory assets Amounts due from customers - income taxes ..................... 33,068 -- -- 33,068 Post-in-service carrying costs and deferred operating expenses ............................................ 44,904 -- -- 44,904 Coal contract buyout costs .................................... 138,171 -- -- 138,171 Deferred demand-side management costs ......................... 101,208 -- -- 101,208 Deferred merger costs ......................................... 76,290 -- -- 76,290 Unamortized costs of reacquiring debt ......................... 32,079 -- -- 32,079 Other ......................................................... 52,938 -- -- 52,938 Investment in subsidiary ...................................... 10,722 -- (10,722) -- Other ......................................................... 118,962 10,705 -- 129,667 ---------- -------- ----------- ---------- 608,342 10,705 (10,722) 608,325 $3,294,886 $ 11,398 $ (11,341) $3,294,943
PSI ENERGY, INC. CONSOLIDATING BALANCE SHEET DECEMBER 31, 1996 (dollars in thousands) Consolidated PSI Energy PSI Energy, PSI Energy, Inc. Argentina, Inc. Eliminations Inc. ----------------------------------------------------------- CAPITALIZATION AND LIABILITIES COMMON STOCK EQUITY Common stock - $.01 stated value; authorized shares - 60,000,000; outstanding shares - 53,913,701 ....................... $ 539 $ -- $ -- $ 539 Paid-in capital ................................................... 402,947 10,705 (10,705) 402,947 Retained earnings (deficit) ....................................... 626,089 541 (541) 626,089 ---------- -------- ----------- ---------- Total common stock equity ......................................... 1,029,575 11,246 (11,246) 1,029,575 CUMULATIVE PREFERRED STOCK Not subject to mandatory redemption ............................... 173,086 -- -- 173,086 LONG-TERM DEBT .................................................... 969,870 -- -- 969,870 ---------- -------- ----------- ---------- Total capitalization .............................................. 2,172,531 11,246 (11,246) 2,172,531 CURRENT LIABILITIES Long-term debt due within one year ................................ 10,000 -- -- 10,000 Notes payable ..................................................... 147,129 -- -- 147,129 Notes payable to affiliated companies ............................. 13,186 -- -- 13,186 Accounts payable .................................................. 114,330 -- -- 114,330 Accounts payable to affiliated companies .......................... 12,850 -- -- 12,850 Accrued taxes ..................................................... 73,149 152 (95) 73,206 Accrued interest .................................................. 24,045 -- -- 24,045 Other ............................................................. 17,107 -- -- 17,107 ---------- -------- ----------- ---------- 411,796 152 (95) 411,853 OTHER LIABILITIES Deferred income taxes ............................................. 372,997 -- -- 372,997 Unamortized investment tax credits ................................ 52,750 -- -- 52,750 Accrued pension and other postretirement benefit costs ............ 98,037 -- -- 98,037 Other ............................................................. 186,775 -- -- 186,775 ---------- -------- ----------- ---------- 710,559 -- -- 710,559 $3,294,886 $ 11,398 $ (11,341) $3,294,943
Exhibit F-5 PSI ENERGY, INC. CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1996 (in thousands) Consolidated PSI Energy PSI PSI Energy, Inc. Argentina, Inc. Eliminations Energy, Inc. --------------------------------------------------------------------- OPERATING REVENUES Electric Non-affiliated companies ............................. $ 1,309,878 $-- $ -- $ 1,309,878 Affiliated companies ................................. 22,084 -- -- 22,084 ----------- ----- ----------- ----------- 1,331,962 -- -- 1,331,962 OPERATING EXPENSES Fuel used in electric production ..................... 364,053 -- -- 364,053 Purchased and exchanged power Non-affiliated companies ............................. 112,505 -- -- 112,505 Affiliated companies ................................. 43,343 -- -- 43,343 Other operation ...................................... 268,478 -- -- 268,478 Maintenance .......................................... 97,703 -- -- 97,703 Depreciation ......................................... 121,812 -- -- 121,812 Post-in-service deferred operating expenses - net ....................................... (4,799) -- -- (4,799) Income taxes ......................................... 73,194 -- -- 73,194 Taxes other than income taxes ........................ 49,911 -- -- 49,911 ----------- ----- ----------- ----------- 1,126,200 -- -- 1,126,200 OPERATING INCOME ..................................... 205,762 -- -- 205,762 OTHER INCOME AND EXPENSES - NET Allowance for equity funds used during construction .................................. -- -- -- -- Post-in-service carrying costs ....................... 1,223 -- -- 1,223 Equity in earnings of subsidiary ..................... 17 -- (17) -- Income taxes ......................................... (3,986) (106) 95 (3,997) Other - net .......................................... 1,849 648 (619) 1,878 ----------- ----- ----------- ----------- (897) 542 (541) (896) INCOME BEFORE INTEREST AND OTHER CHARGES ........................................ 204,865 542 (541) 204,866 INTEREST AND OTHER CHARGES Interest on long-term debt ........................... 67,001 -- -- 67,001 Other interest ....................................... 14,510 1 -- 14,511 Allowance for borrowed funds used during construction .................................. (2,324) -- -- (2,324) ----------- ----- ----------- ----------- 79,187 1 -- 79,188 NET INCOME ........................................... 125,678 541 (541) 125,678 PREFERRED DIVIDEND REQUIREMENT ....................... 12,537 -- -- 12,537 ----------- ----- ----------- ----------- INCOME APPLICABLE TO COMMON STOCK .................... $ 113,141 $ 541 $ (541) $ 113,141 1/ PSI Energy, Inc. is the parent company of South Construction Co., which did not have any activity for 1996.
PSI ENERGY, INC. CONSOLIDATING STATEMENT OF CHANGES IN COMMON STOCK EQUITY (in thousands) PSI Consolidated PSI Energy PSI Energy, Inc. Argentina, Inc. Eliminations Energy, Inc. ---------------------------------------------------------------------- BALANCE AT DECEMBER 31, 1995 ....................... $ 1,029,067 $10,705 $(10,705) $ 1,029,067 Paid in capital .................................... (306) -- -- (306) Retained earnings Net income ......................................... 125,678 541 (541) 125,678 Dividends on preferred stock ....................... (12,629) -- -- (12,629) Dividends on common stock .......................... (112,076) -- -- (112,076) Other .............................................. (159) -- -- (159) ----------- ------- -------- ----------- BALANCE AT DECEMBER 31, 1996 ....................... $ 1,029,575 $11,246 $(11,246) $ 1,029,575
Exhibit F-5 PSI ENERGY, INC. CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1996 (in thousands) Consolidated PSI Energy PSI PSI Energy, Inc. Argentina, Inc. Eliminations Energy, Inc. 1/ ------------------------------------------------------------------ Operating Activities Net income ...................................................... $ 125,678 $ 541 ($541) $ 125,678 Items providing (using) cash currently: Depreciation .................................................... 121,812 -- -- 121,812 Deferred income taxes and investment tax credits - net ................................................... 29,925 -- -- 29,925 Allowance for equity funds used during construction .................................................... -- -- -- -- Regulatory assets - net ......................................... (34,481) -- -- (34,481) Changes in current assets and current liabilities Restricted deposits ............................................. (336) -- -- (336) Accounts receivable - net ....................................... 2,763 (660) 619 2,722 Materials, supplies, and fuel ................................... 41,343 -- -- 41,343 Accounts payable ................................................ 10,363 -- -- 10,363 Litigation settlement ........................................... (80,000) (80,000) Accrued taxes and interest ...................................... 6,647 152 (95) 6,704 Other items - net ............................................... 3,829 (33) 17 3,813 --------- -------- ----- --------- Net cash provided by operating activities ....................... 227,543 -- -- 227,543 Financing Activities Issuance of common stock ........................................ -- -- -- -- Issuance of long-term debt ...................................... 174,817 -- -- 174,817 Funds on deposit from issuance of long-term debt ................ 973 -- -- 973 Retirement of preferred stock ................................... (15,116) -- -- (15,116) Redemption of long-term debt .................................... (74,600) -- -- (74,600) Change in short-term debt ....................................... (38,216) -- -- (38,216) Dividends on preferred stock .................................... (12,629) -- -- (12,629) Dividends on common stock ....................................... (112,076) -- -- (112,076) Capital contribution from parent company ........................ -- -- -- -- --------- -------- ----- --------- Net cash used in financing activities ........................... (76,847) -- -- (76,847) Investing Activities Construction expenditures (less allowance for equity funds used during construction) ...................... (172,341) -- -- (172,341) Deferred demand-side management costs - net ..................... 9,034 -- -- 9,034 Equity investment in Argentine utility .......................... -- -- -- -- --------- -------- ----- --------- Net cash used in investing activities ........................... (163,307) -- -- (163,307) Net decrease in cash and temporary cash investments ................................................ (12,611) -- -- (12,611) Cash and temporary cash investments at beginning of period ............................................. 15,522 -- -- 15,522 --------- -------- ----- --------- Cash and temporary cash investments at end of period ................................................... $ 2,911 $ -- $-- $ 2,911 1/ PSI Energy, Inc. is the parent company of South Construction Co., which did not have any activity for 1996.
CINERGY INVESTMENTS, INC. CONSOLIDATING BALANCE SHEET DECEMBER 31, 1996 (in thousands) Cinergy Cinergy Power Capital PSI PSI Enertech Investments Equipment & Trading Recycling, Argentina, Associates, Inc. Supply Co. Inc. Inc. Inc. 1/ Inc. ------------------------------------------------------------------------------ ASSETS CURRENT ASSETS Cash and temporary cash investments .............. $ 124 $ -- $ -- $ -- $ -- $ 13 Accounts receivable - net ........................ -- (84) 20 52 122 108 Accounts receivable from affiliated companies ........................................ 45,546 4,593 -- 1,585 18,241 -- Materials and supplies ........................... -- 1 -- -- -- -- Prepayments and other ............................ -- -- 338 -- 94 -- -------- ------- ------- -------- -------- ---- 45,670 4,510 358 1,637 18,457 121 OTHER ASSETS Investment in unconsolidated subsidiary .......... -- -- -- -- -- -- Investment in consolidated subsidiaries .......... 533,985 -- -- -- -- -- Other ............................................ 1,135 -- -- (2) (39) 38 -------- ------- ------- -------- -------- ---- 535,120 -- -- (2) (39) 38 $580,790 $ 4,510 $ 358 $ 1,635 $ 18,418 $159
CAPITALIZATION AND LIABILITIES COMMON STOCK EQUITY Common stock of subsidiaries .................... $ -- $ -- $ -- $ -- $ -- $ 50 Paid-in capital ................................. 515,473 4,563 985 1,434 9,587 -- Retained earnings (deficit) ..................... 15,715 115 (1,512) 90 7,756 (14,511) Cumulative foreign currency translation adjustment ...................................... (131) -- -- -- -- -- --------- ------- ------- -------- -------- -------- Total common stock equity ....................... 531,057 4,678 (527) 1,524 17,343 (14,461) LONG-TERM DEBT .................................. -- -- -- -- -- -- --------- ------- ------- -------- -------- -------- Total capitalization ............................ 531,057 4,678 (527) 1,524 17,343 (14,461) CURRENT LIABILITIES Notes payable ................................... -- -- -- -- -- -- Accounts payable ................................ 1,813 351 -- 25 66 1,299 Accounts payable to affiliated companies ....................................... 49,315 -- 845 -- -- 16,203 Accrued taxes ................................... (1,336) 1,172 63 (15) 699 1,810 Other ........................................... -- -- -- -- -- -- --------- ------- ------- -------- -------- -------- 49,792 1,523 908 10 765 19,312 OTHER LIABILITIES Deferred income taxes ........................... (60) (1,689) (25) 101 134 (5,054) Other ........................................... 1 (2) 2 -- 176 362 --------- ------- ------- -------- -------- -------- (59) (1,691) (23) 101 310 (4,692) $ 580,790 $ 4,510 $ 358 $ 1,635 $ 18,418 $ 159 1/ PSI Argentina, Inc. is the parent company of Costanera Power Corp., which did not have any activity for 1996. 2/ PSI T&D International, Inc. is the parent company of PSI Yacyreta, Inc., neither of which had any activity for 1996. Cinergy Communications, Inc., PSI International, Inc., PSI Power Resource Development, Inc., PSI Power Resource Operations, Inc., and PSI Sunnyside, Inc. were all inactive during 1996.
EX-99.F.4 48
CINERGY INVESTMENTS, INC. CONSOLIDATING BALANCE SHEET DECEMBER 31, 1996 (in thousands) Consolidated Cinergy Cinergy Cinergy Cinergy Resources, CGE Technology, Cooling Cinergy Investments, Inc. ECK, Inc. Inc. Corp. UK, Inc. Eliminations Inc. 2/ -------------------------------------------------------------------------------- ASSETS CURRENT ASSETS Cash and temporary cash investments .............. $ 545 $ -- $ -- $ -- $ -- $ -- $ 682 Accounts receivable - net ........................ 6,361 -- -- -- -- -- 6,579 Accounts receivable from affiliated companies ........................................ -- -- -- -- -- (50,960) 19,005 Materials and supplies ........................... -- -- -- -- -- -- 1 Prepayments and other ............................ -- -- -- -- -- -- 432 ------ ------ ------ -------- --------- --------- -------- 6,906 -- -- -- -- (50,960) 26,699 OTHER ASSETS Investment in unconsolidated subsidiary .......... -- -- -- -- 592,660 -- 592,660 Investment in consolidated subsidiaries .......... -- -- -- -- -- (533,985) -- Other ............................................ 123 -- 1,107 4,605 424 -- 7,391 ------ ------ ------ -------- --------- --------- -------- 123 -- 1,107 4,605 593,084 (533,985) 600,051 $7,029 $ -- $1,107 $ 4,605 $ 593,084 $(584,945) $626,750
CAPITALIZATION AND LIABILITIES COMMON STOCK EQUITY Common stock of subsidiaries ......................... $ -- $ -- $ -- $ -- $ -- $ (50) $ -- Paid-in capital ...................................... -- -- -- -- 475,461 (492,030) 515,473 Retained earnings (deficit) .......................... (1,203) (500) (448) (796) 26,430 (15,421) 15,715 Cumulative foreign currency translation adjustment ........................................... -- -- -- -- (131) 131 (131) ------- ------- ------- --------- --------- --------- --------- Total common stock equity ............................ (1,203) (500) (448) (796) 501,760 (507,370) 531,057 LONG-TERM DEBT ....................................... -- -- -- -- -- -- -- ------- ------- ------- --------- --------- --------- --------- Total capitalization ................................. (1,203) (500) (448) (796) 501,760 (507,370) 531,057 CURRENT LIABILITIES Notes payable ........................................ -- -- -- -- 27,000 -- 27,000 Accounts payable ..................................... 6,905 -- -- -- -- -- 10,459 Accounts payable to affiliated companies ............................................ 1,707 711 1,649 5,426 1,719 (77,575) -- Accrued taxes ........................................ (365) (211) (94) (25) (2,680) -- (982) Other ................................................ -- -- -- -- 65,355 -- 65,355 ------- ------- ------- --------- --------- --------- --------- 8,247 500 1,555 5,401 91,394 (77,575) 101,832 OTHER LIABILITIES Deferred income taxes ................................ (15) -- -- -- (70) -- (6,678) Other ................................................ -- -- -- -- -- -- 539 ------- ------- ------- --------- --------- --------- --------- (15) -- -- -- (70) -- (6,139) $ 7,029 $ -- $ 1,107 $ 4,605 $ 593,084 $(584,945) $ 626,750 1/ PSI Argentina, Inc. is the parent company of Costanera Power Corp., which did not have any activity for 1996. 2/ PSI T&D International, Inc. is the parent company of PSI Yacyreta, Inc., neither of which had any activity for 1996. Cinergy Communications, Inc., PSI International, Inc., PSI Power Resource Development, Inc., PSI Power Resource Operations, Inc., and PSI Sunnyside, Inc. were all inactive during 1996.
CINERGY INVESTMENTS, INC. CONSOLIDATING STATEMENT OF INCOME (LOSS) FOR THE YEAR ENDED DECEMBER 31, 1996 (in thousands) Cinergy Cinergy Power Capital PSI PSI Investments Equipment & Trading Recycling, Argentina, Enertech Inc. Supply Co. Inc. Inc. Inc. 1/ Associates,Inc. ---------------------------------------------------------------------------- OTHER INCOME AND EXPENSES - NET Equity in earnings of unconsolidated subsidiary .......................................... $ -- $-- $-- $-- $-- $ -- Equity in earnings of consolidated subsidiaries ........................................ 18,445 -- -- -- -- -- Income taxes ........................................ 421 (11) 23 210 (286) 3,422 Other - net ......................................... 181 23 (28) (556) 819 (8,834) ------- ---- ---- ----- ----- ------- INCOME (LOSS) BEFORE INTEREST ....................... 19,047 12 (5) (346) 533 (5,412) INTEREST Other interest ...................................... 1,382 -- 37 -- 1 944 ------- ---- ---- ----- ----- ------- 1,382 -- 37 -- 1 944 NET INCOME (LOSS) ................................... $17,665 $ 12 $(42) $(346) $ 532 $(6,356) 1/ PSI Argentina, Inc. is the parent company of Costanera Power Corp., which did not have any activity in 1996. 2/ PSI T&D International, Inc. is the parent company of PSI Yacyreta, Inc., neither of which had any activity for 1996. Cinergy Communications, Inc., PSI International, Inc., PSI Power Resource Development, Inc., PSI Power Resource Operations, Inc., and PSI Sunnyside, Inc. were all inactive during 1996.
CINERGY INVESTMENTS, INC. CONSOLIDATING STATEMENT OF INCOME (LOSS) FOR THE YEAR ENDED DECEMBER 31, 1996 (Continued) (in thousands) Consolidated Cinergy Cinergy Cinergy Cinergy Resources, CGE Technology, Cooling Cinergy Investments, Inc. ECK, Inc. Inc. Corp. UK, Inc. Eliminations Inc. 2/ -------------------------------------------------------------------------------- OTHER INCOME AND EXPENSES - NET Equity in earnings of unconsolidated subsidiary ......................................... $-- $-- $-- $ -- $ 25,430 $ -- $ 25,430 Equity in earnings of consolidated subsidiaries ....................................... -- -- -- -- -- (18,445) -- Income taxes ....................................... 277 14 241 426 2,800 -- 7,537 Other - net ........................................ (660) -- (641) (1,154) (826) (2,318) (13,994) ----- ---- ----- ------- -------- -------- -------- INCOME (LOSS) BEFORE INTEREST ...................... (383) 14 (400) (728) 27,404 (20,763) 18,973 INTEREST Other interest ..................................... 133 39 48 68 974 (2,318) 1,308 ----- ---- ----- ------- -------- -------- -------- 133 39 48 68 974 (2,318) 1,308 NET INCOME (LOSS) .................................. $(516) $(25) $(448) $ (796) $ 26,430 $(18,445) $ 17,665 1/ PSI Argentina, Inc. is the parent company of Costanera Power Corp., which did not have any activity in 1996. 2/ PSI T&D International, Inc. is the parent company of PSI Yacyreta, Inc., neither of which had any activity for 1996. Cinergy Communications, Inc., PSI International, Inc., PSI Power Resource Development, Inc., PSI Power Resource Operations, Inc., and PSI Sunnyside, Inc. were all inactive during 1996.
CINERGY INVESTMENTS CONSOLIDATING STATEMENT OF CHANGES IN COMMON STOCK EQUITY (in thousands) Cinergy Cinergy Power Capital PSI PSI Enertech Investments, Equipment & Trading Recycling, Argentina, Associates, Inc. Supply Co. Inc. Inc. Inc. 1/ Inc. -------------------------------------------------------------------------------- BALANCE AT DECEMBER 31, 1995 ............... $ 11,447 $4,666 $(485) $ 1,870 $16,811 $ (8,105) Paid-in capital ............................ (11,021) -- -- -- -- -- Contribution from parent company .................................... 502,076 -- -- -- -- -- Retained earnings (deficit) Net income (loss) .......................... 17,665 12 (42) (346) 532 (6,356) Other ...................................... 11,021 -- -- -- -- -- Foreign currency translation adjustment ................................. (131) -- -- -- -- -- --------- ------ ----- ------- ------- -------- BALANCE AT DECEMBER 31, 1996 ............... $ 531,057 $4,678 $(527) $ 1,524 $17,343 $(14,461) 1/ PSI Argentina, Inc. is the parent company of Costanera Power Corp., which did not have any activity for 1996. 2/ PSI T&D International, Inc. is the parent company of PSI Yacyreta, Inc., neither of which had any activity for 1996. Cinergy Communications, Inc., PSI International, Inc., PSI Power Resource Development, Inc., PSI Power Resource Operations, Inc., and PSI Sunnyside, Inc. were all inactive during 1996.
CINERGY INVESTMENTS CONSOLIDATING STATEMENT OF CHANGES IN COMMON STOCK EQUITY (continued) (in thousands) Consolidated Cinergy Cinergy Cinergy Cinergy Resources, CGE Technology, Cooling Cinergy Investments, Inc. ECK, Inc. Inc. Corp. UK, Inc. Eliminations Inc. 2/ ------------------------------------------------------------------------------------- BALANCE AT DECEMBER 31, 1995 ............ $ (687) $(475) $-- $-- $ -- $ (13,595) $ 11,447 Paid-in capital ......................... -- -- -- -- -- -- (11,021) Contribution from parent company ................................. -- -- -- -- 475,461 (475,461) 502,076 Retained earnings (deficit) Net income (loss) ....................... (516) (25) (448) (796) 26,430 (18,445) 17,665 Other ................................... -- -- -- -- -- -- 11,021 Foreign currency translation adjustment .............................. -- -- -- -- (131) 131 (131) ------- ----- ----- ----- --------- --------- --------- BALANCE AT DECEMBER 31, 1996 ............ $(1,203) $(500) $(448) $(796) $ 501,760 $(507,370) $ 531,057 1/ PSI Argentina, Inc. is the parent company of Costanera Power Corp., which did not have any activity for 1996. 2/ PSI T&D International, Inc. is the parent company of PSI Yacyreta, Inc., neither of which had any activity for 1996. Cinergy Communications, Inc., PSI International, Inc., PSI Power Resource Development, Inc., PSI Power Resource Operations, Inc., and PSI Sunnyside, Inc. were all inactive during 1996.
CINERGY INVESTMENTS, INC. CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1996 (in thousands) Cinergy Cinergy Power Capital PSI PSI Enertech Investments, Equipment & Trading, Recycling, Argentina, Associates, Inc. Supply Co. Inc. Inc. Inc. 1/ Inc. ----------------------------------------------------------------------- Operating Activities Net income (loss) ...................................... $ 17,665 $ 12 $(42) $(346) $ 532 $ (6,356) Items providing (using) cash currently: Deferred income taxes and investment tax credits - net .......................................... -- 14 -- (73) -- (952) Changes in current assets and current liabilities Restricted deposits .................................... -- -- -- -- -- -- Accounts receivable - net .............................. (45,502) (1,142) 7 (710) (1,136) 187 Materials, supplies, and fuel .......................... -- (1) -- 226 -- -- Accounts payable ....................................... 49,014 (76) 72 (66) (124) 4,149 Accrued taxes and interest ............................. (1,480) 1,193 (9) (8) 642 906 Other items - net ...................................... (18,300) -- (28) 977 86 (8,594) --------- ------- ---- ----- ------- -------- Net cash provided by (used in) operating activities ................................... 1,397 -- -- -- -- (10,660) Financing Activities Change in short-term debt .............................. -- -- -- -- -- -- Capital contribution from parent company ............... 502,076 -- -- -- -- -- --------- ------- ---- ----- ------- -------- Net cash provided by financing activities .............. 502,076 -- -- -- -- -- Investing Activities Construction expenditures .............................. -- -- -- -- -- -- Investment in Avon Energy Holdings ..................... (503,349) -- -- -- -- -- --------- ------- ---- ----- ------- -------- Net cash used in investing activities .................. (503,349) -- -- -- -- -- Net increase (decrease) in cash and temporary cash investments ............................. 124 -- -- -- -- (10,660) Cash and temporary cash investments at beginning of period .................................... -- -- -- -- -- 10,673 --------- ------- ---- ----- ------- -------- Cash and temporary cash investments at end of period .......................................... $ 124 $ -- $-- $-- $ -- $ 13 1/ PSI Argentina, Inc. is the parent company of Costanera Power Corp., which did not have any activity for 1996. 2/ PSI T&D International, Inc. is the parent company of PSI Yacyreta, Inc., neither of which had any activity for 1996. Cinergy Communications, Inc., PSI International, Inc., PSI Power Resource Development, Inc., PSI Power Resource Operations, Inc., and PSI Sunnyside, Inc. were all inactive during 1996.
(continued) CINERGY INVESTMENTS, INC. CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1996 (in thousands) Consolidated Cinergy Cinergy Cinergy Cinergy Resources, CGE Technology Cooling Cinergy Investments, Inc. ECK, Inc. Inc. Corp. UK, Inc. Eliminations Inc. 2/ ---------------------------------------------------------------------------- Operating Activities Net income (loss) .................................. $ (516) $(25) $ (448) $ (796) $ 26,430 $ (18,445) $ 17,665 Items providing (using) cash currently: Deferred income taxes and investment tax credits - net ...................................... 10 -- -- -- -- -- (1,001) Changes in current assets and current liabilities Restricted deposits ................................ 5 -- -- -- -- -- 5 Accounts receivable - net .......................... (2,475) -- -- -- -- 50,960 189 Materials, supplies, and fuel ...................... -- -- -- -- -- -- 225 Accounts payable ................................... 2,337 27 1,649 5,426 1,719 (77,575) (13,448) Accrued taxes and interest ......................... (373) (2) (94) (25) (2,680) -- (1,930) Other items - net .................................. (96) -- (1,107) (5) (25,854) 18,445 (34,476) ------- ---- ------- ------- --------- --------- --------- Net cash provided by (used in) operating activities ............................... (1,108) -- -- 4,600 (385) (26,615) (32,771) Financing Activities Change in short-term debt .......................... -- -- -- -- 27,000 -- 27,000 Capital contribution from parent company ........... -- -- -- -- 475,461 (475,461) 502,076 ------- ---- ------- ------- --------- --------- --------- Net cash provided by financing activities .......... -- -- -- -- 502,461 (475,461) 529,076 Investing Activities Construction expenditures .......................... -- -- -- (4,600) -- -- (4,600) Investment in Avon Energy Holdings ................. -- -- -- -- (502,076) 502,076 (503,349) ------- ---- ------- ------- --------- --------- --------- Net cash used in investing activities .............. -- -- -- (4,600) (502,076) 502,076 (507,949) Net increase (decrease) in cash and temporary cash investments ......................... (1,108) -- -- -- -- -- (11,644) Cash and temporary cash investments at beginning of period ................................ 1,653 -- -- -- -- -- 12,326 ------- ---- ------- ------- --------- --------- --------- Cash and temporary cash investments at end of period ...................................... $ 545 $-- $ -- $ -- $ -- $ -- $ 682 1/ PSI Argentina, Inc. is the parent company of Costanera Power Corp., which did not have any activity for 1996. 2/ PSI T&D International, Inc. is the parent company of PSI Yacyreta, Inc., neither of which had any activity for 1996. Cinergy Communications, Inc., PSI International, Inc., PSI Power Resource Development, Inc., PSI Power Resource Operations, Inc., and PSI Sunnyside, Inc. were all inactive during 1996.
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