-----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, F9RGwzeQlwJIPAoZt06y2Oi5zHpcW/O5zlueMfCxnsxaPt24i2WGIXdk+SRCiUtf o7fqixcRC97UaeDymp6hBA== 0000899652-98-000153.txt : 19981126 0000899652-98-000153.hdr.sgml : 19981126 ACCESSION NUMBER: 0000899652-98-000153 CONFORMED SUBMISSION TYPE: U-9C-3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19981125 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: U-9C-3 SEC ACT: SEC FILE NUMBER: 074-00007 FILM NUMBER: 98759127 BUSINESS ADDRESS: STREET 1: 139 E FOURTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5133812000 MAIL ADDRESS: STREET 1: 139 E FOURTH STREET CITY: CINCINATI STATE: OH ZIP: 45202 U-9C-3 1 CINERGY CORP. 3RD QTR 1998 U-9C-3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM U-9C-3 QUARTERLY REPORT PURSUANT TO RULE 58 September 30, 1998 CINERGY CORP. 139 EAST FOURTH STREET CINCINNATI, OHIO 45202 *Inquiries concerning this Form U-9C-3 should be directed to: Teresa A. Zauss Cinergy Corp. 1000 East Main Street Plainfield, Indiana 46168 (317) 838-1115 TABLE OF CONTENTS Item Page Number Number 1 Organization Chart . . . . . . . . . . . . . . . . . . . . . 1 2 Issuances and Renewals of Securities and Capital Contributions. . . . . . . . . . . . . . . . . . . . . . . 5 3 Associate Transactions Part I - Transactions Performed by Reporting Companies on Behalf of Associate Utility Companies. . . . . . . . . . 6 Part II - Transactions Performed by Associate Utility Companies on Behalf of Reporting Companies . . . . . . . 7 4 Summary of Aggregate Investment. . . . . . . . . . . . . . . 8 5 Other Investments. . . . . . . . . . . . . . . . . . . . . . 9 6a Financial Statements . . . . . . . . . . . . . . . . . . . . 10 6b Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . 11
ITEM 1. ORGANIZATION CHART Energy or Gas-Related Date of State of Name of Reporting Company Company Organization Organization (Indentation indicates subsidiary relationship) Cinergy Corp. (Cinergy) Cinergy Investments, Inc. (Investments) Cinergy Supply Network, Inc. (Supply) (1) Energy-Related 01/14/1998 Delaware Reliant Services, LLC (Reliant)* (2) Energy-Related 06/25/1998 Indiana Cinergy Capital & Trading, Inc. (Capital & Trading) (3) Energy-Related 10/08/1992 Indiana CinCap IV, LLC (CinCap IV) (4) Energy-Related 12/03/1997 Delaware CinCap V, LLC (CinCap V)* (New) (5) Energy-Related 07/21/1998 Delaware Producers Energy Marketing, LLC Energy-Related 10/27/1995 Delaware (ProEnergy) (6) CinPower I, LLC (CinPower) (7) Energy-Related 06/12/1998 Delaware Cinergy Resources, Inc. (Cinergy Resources) (8) Energy-Related 01/10/1994 Delaware Cinergy Engineering, Inc. (Engineering) (9) Energy-Related 03/28/1997 Ohio Enertech Associates, Inc. (Enertech)* (10) Energy-Related 10/26/1992 Ohio Cinergy Solutions, Inc. (Solutions) Cinergy Business Solutions, Inc. Energy-Related 04/06/1998 Delaware (Business Solutions)* (11) Trigen-Cinergy Solutions LLC (12) (Trigen-Cinergy) Energy-Related 02/18/1997 Delaware Trigen-Cinergy Solutions of Illinois L.L.C.* (13) Energy-Related 04/17/1997 Delaware Trigen-Cinergy Solutions of Cincinnati LLC (14) Energy-Related 08/29/1997 Ohio Trigen-Cinergy Solutions of Orlando LLC* (15) Energy-Related 06/12/1998 Delaware
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ITEM 1. ORGANIZATION CHART (Continued) Percentage of Voting Nature of Name of Reporting Company Securities Held Business (Indentation indicates subsidiary relationship) Cinergy Corp. (Cinergy) Cinergy Investments, Inc. (Investments) Cinergy Supply Network, Inc. (Supply) (1) 100% Utility Materials Brokering Services Reliant Services, LLC (Reliant)* (2) 50% Utility Facilities Location and Construction Services Cinergy Capital & Trading, Inc. (Capital & Trading) (3) 100% Marketing and Trading Energy Commodities CinCap IV, LLC (CinCap IV) (4) 100% Marketing and Trading Energy Commodities CinCap V, LLC (CinCap V)* (New) (5) 100% Marketing and Trading Energy Commodities Producers Energy Marketing, LLC 100% Marketing and Trading (ProEnergy) (6) Energy Commodities CinPower I, LLC (CinPower) (7) 100% Marketing and Trading Energy Commodities Cinergy Resources, Inc. (Cinergy Resources) (8) 100% Marketing and Trading Energy Commodities Cinergy Engineering, Inc. (Engineering) (9) 100% Engineering and Other Technical Services Enertech Associates, Inc. (Enertech)* (10) 100% Utility Management Consulting Services Cinergy Solutions, Inc. (Solutions) Cinergy Business Solutions, Inc. 100% Asset Management (Business Solutions)* (11) Services Trigen-Cinergy Solutions LLC (12) (Trigen-Cinergy) 50% Preliminary Development of Qualifying Facilities Trigen-Cinergy Solutions of Illinois L.L.C.* (13) 49% Qualifying Facilities Trigen-Cinergy Solutions of Cincinnati LLC (14) 51% Chilled Water Trigen-Cinergy Solutions of Orlando LLC* (15) 51% Chilled Water 1 Trigen-Cinergy Solutions of Boca Raton LLC* (New) (16) Energy-Related 09/04/1998 Delaware Trigen-Cinergy Solutions of St. Paul LLC* (New) (17) Energy-Related 08/13/1998 Delaware Trigen-Cinergy Solutions of Tuscola LLC* (New) (18) Energy-Related 08/21/1998 Delaware Cinergy-Cadence, Inc. (Cinergy-Cadence) (19) Energy-Related 12/27/1989 Indiana Cadence Network LLC (Cadence) (20) Energy-Related 09/03/1997 Delaware * Inactive
2 Trigen-Cinergy Solutions of Boca Raton LLC* (New) (16) 51% Thermal Energy Trigen-Cinergy Solutions of St. Paul LLC* (New) (17) 49% Qualifying Facilities Trigen-Cinergy Solutions of Tuscola LLC* (New) (18) 49% Qualifying Facilities Cinergy-Cadence, Inc. (Cinergy-Cadence) (19) 100% Holds Investments' 33.3% Ownership Interest in Cadence Cadence Network LLC (Cadence) (20) 33.3% Energy Management Services and Consulting Services * Inactive
2 ITEM 1. ORGANIZATION CHART (Continued) (1) Supply brokers transmission, distribution and other utility-related materials and services. (2) Reliant was formed to perform underground facilities location and construction services. Reliant remained inactive during the third quarter of 1998 (3) Capital & Trading markets and trades energy commodities at wholesale together with derivative commodity instruments. Capital & Trading also markets financial restructuring services with respect to existing "above market" wholesale energy contracts. (4) CinCap IV was formed to purchase and sell electricity in connection with a transaction involving the restructuring of an existing wholesale power purchase agreement among non-affiliates relating to a wood-fired generating facility in the northeastern United States. (5) CinCap V was formed in July 1998 to engage in marketing and trading of energy commodities in connection with a pending transaction involving the restructuring of certain wholesale power purchase obligations among non-affiliates. CinCap V did not have any activity during the third quarter of 1998. (6) ProEnergy was acquired from Apache Corporation and Oryx Energy Company and is engaged in the marketing of natural gas. (7) CinPower was formed to participate in certain aspects (relating to tax benefits) of the same transaction which CinCap IV was formed. (8) Cinergy Resources is in the business of retail marketing of natural gas on a non-regulated basis to residential, industrial and commercial customers, primarily in the states of Ohio, Kentucky, and Indiana. In connection with its retail gas marketing business, Cinergy Resources acquires gas supplies and related transportation capacity to support such sales. Cinergy Resources also participates in a pilot program in Pennsylvania under which electric customers throughout the state will have the right to choose their electric supplier. Cinergy Resources began delivering power to Pennsylvania customers in December 1997. (9) Engineering is in the business of marketing various utility-related engineering services. (10) See Note 10 of the "Notes to Financial Statements" in "Part I Financial Information" in Cinergy's 1998 Form 10-Q for the quarter ended September 30 and Note 12d of Cinergy's 1997 Form 10-K for a discussion of certain litigation involving Enertech. (11) Business Solutions was formed to market energy related asset management services to commercial and industrial customers. Business Solutions remained inactive during the third quarter of 1998. (12) Trigen-Cinergy is in the business of engaging in preliminary development of qualifying facilities and/or thermal energy facilities; specific projects are developed and held by special-purpose affiliates (like Trigen-Cinergy Solutions of Cincinnati, LLC). ITEM 1. ORGANIZATION CHART (Continued) (13) Trigen-Cinergy Solutions of Illinois L.L.C. has a contract with a customer to provide energy services, including cogeneration, steam, and compressed air, at the customer's manufacturing facility in Illinois. (14) Trigen-Cinergy Solutions of Cincinnati LLC owns and operates a district cooling business in downtown Cincinnati, Ohio. (15) Trigen-Cinergy Solutions of Orlando LLC was formed to develop, construct, operate, and maintain a district cooling business in the city of Orlando, Florida. (16) Trigen-Cinergy Solutions of Boca Raton LLC was formed in September 1998 to develop, construct, finance, operate, and maintain certain thermal energy facilities to be located in Boca Raton, Florida and to sell associated thermal and other energy-related products and services. (17) Trigen-Cinergy Solutions of St. Paul LLC was formed in August 1998 to develop, construct, finance, own, operate, and maintain certain energy facilities to be located in St. Paul, Minnesota and to sell associated electricity and thermal energy products and services. (18) Trigen-Cinergy Solutions of Tuscola LLC was formed in August 1998 to develop, construct, operate, and maintain certain energy facilities to be located in Tuscola, Illinois and to sell associated electricity and thermal energy products and services. (19) Cinergy-Cadence holds Investments' one-third ownership interest in Cadence. (20) Cadence markets energy management and related consulting services to commercial customers that operate retail facilities in multiple locations across the country.
ITEM 2. ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS* Associate Company Energy-Related Company Type of Net Change in Advancing Funds Receiving Funds Transaction Borrowings/Contributions (in thousands) Investments Enertech Open account advance $ 582 Investments Engineering Open account advance 19 Investments Cinergy Resources Open account advance 802 Investments Capital & Trading Open account repayment (11,217) Investments Supply Open account advance 519 Investments Cinergy-Cadence Open account repayment (472) Cinergy-Cadence Cadence Open account advance 867 Solutions Trigen-Cinergy Solutions LLC Open account advance 529 Solutions Trigen-Cinergy Solutions of Cincinnati LLC Open account repayment (3,540) * Item 2 excludes guarantees issued on behalf of energy-related companies by Cinergy or its subsidiaries totaling $242.6 million at September 30, 1998.
ITEM 3. ASSOCIATE TRANSACTIONS Part I - Transactions Performed by Reporting Companies on Behalf of Associate Utility Companies Reporting Company Associate Utility Company Types of Direct Indirect Total Rendering Receiving Services Costs Costs Cost of Amount Services Services Rendered Charged Charged Capital Billed - ----------------- ------------------------- -------- ------- -------- ------- ------ NONE
ITEM 3. ASSOCIATE TRANSACTIONS (Continued) Part II - Transactions Performed by Associate Utility Companies on Behalf of Reporting Companies Associate Utility Reporting Company Types of Direct Indirect Total Company Rendering Receiving Services Costs Costs Cost of Amount Services Services Rendered Charged Charged Capital Billed - ----------------- ----------------- -------- ------- -------- ------- ------ NONE
ITEM 4. SUMMARY OF AGGREGATE INVESTMENT September 30, 1998 (in thousands) Investments in Energy-Related Companies: Total consolidated capitalization of Cinergy as of September 30, 1998 $6,216,971 Total capitalization multiplied by 15% 932,546 Greater of $50 million or total capitalization multiplied by 15% 932,546 Total current aggregate investment subsequent to March 24, 1997 (categorized by major line of energy-related business): Energy-related business category "i" (1) 13,156 Energy-related business category "v" (2) 307,718 Energy-related business category "vi" (3) 13,423 Energy-related business category "vii" (4) 2,144 Energy-related business category "viii" (5) 2,877 ------- Total current aggregate investment 339,518 Difference between the greater of $50 million or 15% of capitalization and the total aggregate investment of the registered holding company system $593,228 ======== (1) Rule 58 defines category "i" as the rendering of energy management services and demand-side management services. (2) Rule 58 defines category "v" as the brokering and marketing of energy commodities, including but not limited to electricity, natural or manufactured gas and other combustible fuels. (3) Rule 58 defines category "vi" as the production, conversion, sale and distribution of thermal energy products, such as process steam, heat, hot water, chilled water, air conditioning, compressed air and similar products; alternative fuels; and renewable energy resources; and the servicing of thermal energy facilities. (4) Rule 58 defines category "vii" as the sale of technical, operational, management, and other similar kinds of services and expertise, developed in the course of utility operations in such areas as power plant and transmission system engineering, development, design and rehabilitation; construction; maintenance and operation; fuel procurement, delivery and management; and environmental licensing, testing and remediation. (5) Rule 58 defines category "viii" as the development, ownership or operation of "qualifying facilities," as defined under the Public Utility Regulatory Policies Act of 1978, as amended ("PURPA"), and any integrated thermal, steam host, or other necessary facility constructed, developed or acquired primarily to enable the qualifying facility to satisfy the useful thermal output requirements under PURPA. 7
ITEM 5. OTHER INVESTMENTS Major Line of Energy-Related Other Investment in Last Other Investment in this Reason for Difference in Business U-9C-3 Report U-9C-3 Report Other Investment (in thousands) NONE
ITEM 6. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements Filed pursuant to Rule 104(b) on a confidential basis. (b) Exhibits None SIGNATURES Pursuant to the requirements of the Public Utility Holding Company Act of 1935, Cinergy Corp. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Cinergy Corp. Registrant Dated: November 25, 1998 By /s/ John P. Steffen John P. Steffen Duly Authorized Officer and Chief Accounting Officer With the above signature, I also hereby certify that the corresponding report on Form U-9C-3 for the second quarter of 1998 was filed with Cinergy Corp's interested state commissions whose names and addresses are listed below. The Public Utilities Commission of Ohio Craig Glazer, Chairman 180 East Broad Street Columbus, OH 43266 Indiana Utility Regulatory Commission William D. McCarty, Chairman 302 W. Washington Street, Suite E306 Indianapolis, IN 46204 Kentucky Public Service Commission B. J. Helton, Chairman P.O. Box 615 Frankfort, KY 40602 11 -----END PRIVACY-ENHANCED MESSAGE-----