-----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, Nv/MVn2teKYjPSBgKug3M1oLSesNDewrHN6KhXpz57T0CTHyesjdXN22FPaa89vG /rTtS6uqzHwJ4Mterdje2w== 0000899652-99-000051.txt : 19990421 0000899652-99-000051.hdr.sgml : 19990421 ACCESSION NUMBER: 0000899652-99-000051 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990420 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-1/A SEC ACT: SEC FILE NUMBER: 070-09449 FILM NUMBER: 99597693 BUSINESS ADDRESS: STREET 1: 139 E FOURTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5134219500 MAIL ADDRESS: STREET 1: 139 E FOURTH STREET CITY: CINCINATI STATE: OH ZIP: 45202 U-1/A 1 FORM U-1A File No. 70-9449 SECURITIES AND EXCHANGE COMMISSION 450 FIFTH STREET, N.W. WASHINGTON, D.C. 20549 __________________________________________ AMENDMENT NO.2 TO FORM U-1 DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ____________________________________________ Cinergy Corp. 139 East Fourth Street Cincinnati, Ohio 45202 (Name of company filing this statement and address of principal executive offices) Cinergy Corp. (Name of top registered holding company parent) William L. Sheafer Vice President and Treasurer Cinergy Corp. (address above) (Name and address of agent of service) The Commission is requested to direct all notices, orders and communications in this matter to: George Dwight II/Senior Counsel William T. Baker, Jr. Cinergy Corp. Thelen Reid & Priest LLP 139 East Fourth Street, 25 Atrium 2 40 West 57th Street Cincinnati, Ohio 45202 New York, New York 10019 513-287-2643 212-603-2106 513-287-3810 (fax) 212-603-2182 (fax) gdwight@cinergy.com wbaker@thelenreid.com 1. The fourth paragraph of Item 3 of the declaration as previously amended is hereby deleted in its entirety and replaced by the following: At September 30, 1997, the most recent period for which financia l statement information was evaluated in the 100% Order, Cinergy's consolidated capitalization consisted of 44.1% equity and 55.9% debt; at such date, Cinergy's pro f orma consolidated capitalization, taking into account the entire amount of non-recourse debt allocable to Cinergy's ownership interest in EWGs and FUCOs (i.e., $949 million) was 38.2% equity and 61.8% debt. As shown in Exhibit H filed herewith, Cinergy's consolidated capitalization at December 31, 1998 consisted of 42% equity and 58% debt; also as shown in Exhibit H, even if the entire amount of then-outstanding non-recourse debt of EWGs and FUCOs allocable to Cinergy's ownership interest therein were consolidated (i.e., $1.2 billion), equity would still comprise 35.5% of the overall capital structure. The proposed transactions would have no impact on Cinergy's capitalization. 2. The following financial statements are filed herewith: FS-1 Cinergy Pro Forma Consolidated Financial Statements, dated December 31, 1998 FS-2 Cinergy Pro Forma Financial Statements, dated December 31, 1998 FS-3 Cinergy Consolidated Financial Data Schedule (included as part of electronic submission only) FS-4 Cinergy Financial Data Schedule (included as part of electronic submission only) SIGNATURE Pursuant to the requirements of the Act, the undersigned company has duly caused this statement to be signed on its behalf by the undersigned thereunto duly authorized. Dated: April 20, 1999 CINERGY CORP. By: /s/William L. Sheafer Vice President & Treasurer EX-27 2 CINERGY CORP CONS FDS FOR U-1 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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. 1,000 12-MOS DEC-31-1998 JAN-01-1998 DEC-31-1998 PER-BOOK 6,344,449 574,401 1,930,706 970,767 478,472 10,298,795 1,587 1,595,237 944,407 2,541,231 0 92,640 2,604,467 903,700 0 0 136,000 0 0 0 4,020,757 10,298,795 5,876,294 117,187 5,309,865 5,427,052 449,242 61,830 511,072 243,587 267,485 6,517 260,968 284,703 183,849 0 1.65 1.65
EX-27 3 CINERGY CORP. FDS FOR U-1
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. 1,000 12-MOS DEC-31-1998 JAN-01-1998 DEC-31-1998 PER-BOOK 0 3,225,112 19,867 0 43,529 3,288,508 1,587 1,595,237 944,407 2,541,231 0 0 199,912 505,000 0 0 0 0 0 0 42,365 3,288,508 0 (18,687) 7,425 (11,262) 11,262 287,624 298,886 37,918 260,968 0 260,968 284,703 2,206 0 0.00 0.00
EX-99 4 CINERGY CONSOLIDATED FINANCIALS FINANCIAL STATEMENTS TWELVE MONTHS ENDED DECEMBER 31, 1998 U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM U-1/File No. 70-9449 CINERGY CORP. CONSOLIDATED (Unaudited) Pages 1 through 5 Note: Pro forma adjustments are not included with the following financial statements since the authorization requested herein does not have a material effect on the components of the financial statements presented.
CINERGY CORP. CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 1998 (unaudited) (dollars in thousands) ASSETS Current Assets Cash and temporary cash investments $ 100,154 Restricted deposits 3,587 Notes receivable 64 Accounts receivable less accumulated provision for doubtful accounts of $25,622 at December 31, 1998 580,305 Materials, supplies, and fuel - at average cost 202,747 Prepayments and other 74,849 Energy risk management assets 969,000 ----------- 1,930,706 Utility Plant - Original Cost In service Electric 9,222,261 Gas 786,188 Common 186,364 10,194,813 Accumulated depreciation 4,040,247 6,154,566 Construction work in progress 189,883 Total utility plant 6,344,449 Other Assets Regulatory assets 970,767 Investments in unconsolidated subsidiaries 574,401 Other 478,472 2,023,640 $10,298,795
CINERGY CORP. CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 1998 (unaudited) (dollars in thousands) LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Accounts payable $ 668,860 Accrued taxes 228,347 Accrued interest 51,679 Notes payable and other short-term obligations 903,700 Long-term debt due within one year 136,000 Energy risk management liabilities 1,117,146 Other 93,376 ------------ 3,199,108 Non-Current Liabilities Long-term debt 2,604,467 Deferred income taxes 1,091,075 Unamortized investment tax credits 156,757 Accrued pension and other postretirement benefit costs 315,147 Other 298,370 4,465,816 Total liabilities 7,664,924 Cumulative Preferred Stock of Subsidiaries Not subject to mandatory redemption 92,640 Common Stock Equity Common stock - $.01 par value; authorized shares - 600,000,000; outstanding shares - 158,664,532 at December 31, 1998 1,587 Paid-in capital 1,595,237 Retained earnings 945,214 Accumulated other comprehensive loss (807) ----------- Total common stock equity 2,541,231 $10,298,795
CINERGY CORP. CONSOLIDATED STATEMENT OF INCOME TWELVE MONTHS ENDED DECEMBER 31, 1998 (unaudited) (in thousands, except per share amounts) Operating Revenues Electric $4,747,235 Gas 1,060,664 Other 68,395 5,876,294 Operating Expenses Fuel and purchased and exchanged power 2,846,323 Gas purchased 857,010 Other operation and maintenance 1,006,382 Depreciation and amortization 325,515 Taxes other than income taxes 274,635 ----------- 5,309,865 Operating Income 566,429 Equity in Earnings of Unconsolidated Subsidiaries 51,484 Other Income and (Expenses) - Net 10,346 Interest 243,587 Income Before Taxes 384,672 Income Taxes 117,187 Preferred Dividend Requirements of Subsidiaries 6,517 Net Income $ 260,968 Average Common Shares Outstanding 158,238 Earnings Per Common Share $1.65 Earnings Per Common Share - Assuming Dilution $1.65 Dividends Declared Per Common Share $1.80
CINERGY CORP. CONSOLIDATED STATEMENT OF CHANGES IN COMMON STOCK EQUITY (dollars in thousands) (unaudited) Accumulated Other Total Total Common Paid-in Retained Comprehensive Comprehensive Common Stock Stock Capital Earnings Loss Income Equity Twelve Months Ended December 31, 1998 Balance at January 1, 1998 $1,577 $1,573,064 $ 967,420 $(2,861) $2,539,200 Comprehensive income Net income 260,968 $260,968 260,968 Other comprehensive income, net of tax effect of $(1,813) Foreign currency translation adjustment 2,160 2,160 Minimum pension liability adjustment 2,054 (106) (106) -------- Other comprehensive income total 2,054 -------- Comprehensive income total $263,022 Issuance of 919,874 shares of common stock - net 10 30,225 30,235 Treasury shares purchased (3) (15,426) (15,429) Treasury shares reissued 3 7,325 7,328 Dividends on common stock (284,703) (284,703) Other 49 1,529 1,578 ------- ---------- ---------- ------- ---------- Balance at December 31, 1998 $1,587 $1,595,237 $ 945,214 $ (807) $2,541,231
EX-99 5 CINERGY CORP. FINANCIALS FINANCIAL STATEMENTS TWELVE MONTHS ENDED DECEMBER 31, 1998 U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM U-1/File No. 70-9449 CINERGY CORP. (Unaudited) Pages 1 through 5 Note: Pro forma adjustments are not included with the following financial statements since the authorization requested herein does not have a material effect on the components of the financial statements presented.
CINERGY CORP. BALANCE SHEET AT DECEMBER 31, 1998 (unaudited) (dollars in thousands) ASSETS Current Assets Cash and temporary cash investments $ 10,970 Notes receivable from affiliated companies 3,870 Accounts receivable - net 899 Accounts receivable from affiliated companies 2,086 Prepayments and other 2,042 ---------- 19,867 Other Assets Investments in consolidated subsidiaries 3,231,965 Investments in unconsolidated subsidiaries (6,853) Other 43,529 3,268,641 $3,288,508
CINERGY CORP. BALANCE SHEET AT DECEMBER 31, 1998 (unaudited) (dollars in thousands) LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Notes payable $ 505,000 Accounts Payable 42,142 ---------- 547,142 Non-Current Liabilities Long-term debt 199,912 Other 223 200,135 Common Stock Equity Common stock - $.01 par value; authorized shares - 600,000,000; outstanding shares - 158,664,532 at December 31, 1998 1,587 Paid-in capital 1,595,237 Retained earnings 945,214 Accumulated other comprehensive loss (807) ---------- Total common stock equity 2,541,231 $3,288,508
CINERGY CORP. STATEMENT OF INCOME TWELVE MONTHS ENDED DECEMBER 31, 1998 (unaudited) (dollars in thousands, except per share amounts) Operating Expenses Other operation and maintenance $ 6,980 Taxes other than income taxes 445 -------- 7,425 Operating Loss (7,425) Equity in Subsidiaries 298,659 Equity in Earnings of Unconsolidated Subsidiaries (2,913) Other Income and (Expenses) - Net (8,122) Interest 37,918 Income Before Taxes 242,281 Income Taxes (18,687) Net Income $260,968
CINERGY CORP. STATEMENT OF CHANGES IN COMMON STOCK EQUITY (dollars in thousands) (unaudited) Accumulated Other Total Total Common Paid-in Retained Comprehensive Comprehensive Common Stock Stock Capital Earnings Loss Income Equity Twelve Months Ended December 31, 1998 Balance at January 1, 1998 $1,577 $1,573,064 $ 967,420 $(2,861) $2,539,200 Comprehensive income Net income 260,968 $260,968 260,968 Other comprehensive income, net of tax effect of $(1,813) Foreign currency translation adjustment 2,160 2,160 Minimum pension liability adjustment 2,054 (106) (106) -------- Other comprehensive income total 2,054 -------- Comprehensive income total $263,022 Issuance of 919,874 shares of common stock - net 10 30,225 30,235 Treasury shares purchased (3) (15,426) (15,429) Treasury shares reissued 3 7,325 7,328 Dividends on common stock (284,703) (284,703) Other 49 1,529 1,578 ------ ---------- --------- ------- ---------- Balance at December 31, 1998 $1,587 $1,595,237 $ 945,214 $ (807) $2,541,231
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