-----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, GGwdJydlzqSZFKC0nu17Ci5B1DXjtO1ORL6xONNyRMimAxkonztc+z7bvUkznVCu 3aGC43DUx0SJSlD2i++yLw== 0000899652-99-000094.txt : 19990723 0000899652-99-000094.hdr.sgml : 19990723 ACCESSION NUMBER: 0000899652-99-000094 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990722 EFFECTIVENESS DATE: 19990722 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CINERGY CORP CENTRAL INDEX KEY: 0000899652 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 311385023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-83461 FILM NUMBER: 99668604 BUSINESS ADDRESS: STREET 1: 139 E FOURTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5132872291 MAIL ADDRESS: STREET 1: 139 E FOURTH STREET STREET 2: P.O BOX 960 CITY: CINCINATI STATE: OH ZIP: 45202 S-8 1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on July 21, 1999 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________ FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ______________________ Cinergy Corp. (Exact name of registrant as specified in its charter) DELAWARE 31-1385023 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 139 EAST FOURTH STREET CINCINNATI, OHIO 45202 (Address, including zip code, of Principal Executive Offices) ______________________ CINERGY CORP. DIRECTORS' EQUITY COMPENSATION PLAN (Full title of the plan) ______________________ WILLIAM L. SHEAFER, Vice President and Treasurer 139 East Fourth Street Cincinnati, Ohio 45202 (513) 421-9500 (Name, address, including zip code, and telephone number, including area code, of agent for service) _________________________ Copies of all communications to: RONAL R. NEWBANKS, ESQ. Taft, Stettinius & Hollister LLP 1800 Firstar Tower 425 Walnut Street Cincinnati, Ohio 45202 (Counsel for the Registrant) _________________________
CALCULATION OF REGISTRATION FEE Amount Proposed max. Proposed max. Amount of Title of securities to be offering price aggregate registration to be registered(1 registered(1) per share(2) price(2) fee Common Stock, $0.01 Par Value . . . . . 75,000 shs. $31.3125 $2,371,875.00 $652.87
(1) This registration statement also covers such indeterminate number of additional shares of Common Stock as may become issuable with respect to all or any of such shares pursuant to the antidilution provisions of the Plan. (2) Estimated solely for the purpose of calculating the registration fee and, pursuant to Rule 457(h) under the Securities Act of 1933, based upon the average of the high and low sale price of the Common Stock on the New York Stock Exchange on July 16, 1999. CINERGY CORP. ("REGISTRANT") DIRECTORS' EQUITY COMPENSATION PLAN PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents previously filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), are hereby incorporated in this Registration Statement by reference: 1. The registrant's Annual Report on Form 10-K for the year ended December 31, 1998. 2. All other reports filed by the registrant pursuant to Section 13(a) of 15(d) of the Exchange Act since December 31, 1998. 3. The information under the caption "Item 4. Description of Securities to be Registered" contained or incorporated in the Registration Statement on Form 8-A (File No. 1-11377) filed by the registrant under Section 12 of the Securities Exchange Act of 1934, as amended, including any amendments or reports filed for the purpose of updating such description. All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated in the Registration Statement by reference and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. Not Applicable. Item 6. Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law (the "DGCL") allows the registrant to indemnify officers and directors against certain expenses, liabilities and payments. Article VI of the registrant's By-Laws provides that the registrant shall indemnify specified persons, including its officers and directors, against liabilities under certain circumstances. Also, Article VI provides that the registrant may purchase and maintain insurance on behalf of or for any director, officer, employee or agent for protection against certain liabilities or claims asserted against such persons. In addition, Article VI of the registrant's Certificate of Incorporation provides limits to the personal liability of the registrant's directors for breach of fiduciary duties to the fullest extent permitted by the DGCL. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. The following exhibits are filed as part of this Registration Statement: Exhibit No. 5.1 Opinion of Taft, Stettinius & Hollister LLP. 23.1 Consent of Arthur Andersen LLP, Cincinnati, Ohio. 24.1 Powers of Attorney. 24.2 Certified copy of resolution of the registrant's Board of Directors. Item 9. Undertakings. *(a) The undersigned the registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. *(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. *(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. * Paragraph references correspond to those of Regulation S-K, Item 512. SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on July 21, 1999. CINERGY CORP. By:*James E. Rogers James E. Rogers, Vice Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signatures Title Date (i) Principal executive officer: *James E. Rogers Vice Chairman, President July 21, 1999 James E. Rogers and Chief Executive Officer (ii) Principal financial officer: /s/ Madeleine W. Ludlow Vice President July 21, 1999 Madeleine W. Ludlow and Chief Financial Officer (iii) Principal accounting officer: /s/ Bernard F. Roberts Vice President July 21, 1999 Bernard F. Roberts and Comptroller Signatures Title Date (iv) Directors: * Neil A. Armstrong Director July 21, 1999 * James K. Baker Director July 21, 1999 * Michael G. Browning Director July 21, 1999 * Phillip R. Cox Director July 21, 1999 * Kenneth M. Duberstein Director July 21, 1999 * Cheryl M. Foley Director July 21, 1999 * John A. Hillenbrand II Director July 21, 1999 * George C. Juilfs Director July 21, 1999 * Melvin Perelman Director July 21, 1999 * Thomas E. Petry Director July 21, 1999 * Jackson H. Randolph Director July 21, 1999 * James E. Rogers Director July 21, 1999 * Mary L. Schapiro Director July 21, 1999 * John J. Schiff, Jr. Director July 21, 1999 * Philip R. Sharp Director July 21, 1999 * Dudley S. Taft Director July 21, 1999 * Oliver W. Waddell Director July 21, 1999 *By: /s/ Madeleine W. Ludlow Madeleine W. Ludlow, Attorney-in-fact EX-5.1 2 OPINION OF TAFT, STETTINIUS & HOLLISTER Exhibit 5.1 Taft, Stettinius & Hollister LLP 1800 Firstar Tower 425 Walnut Street Cincinnati, Ohio 45202-3957 July 20, 1999 Securities & Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Cinergy Corp. Directors' Equity Compensation Plan Dear Sir or Madam: We have acted as counsel for Cinergy Corp., a Delaware corporation (the "Company"), in connection with the registration of shares issuable pursuant to its Directors' Equity Compensation Plan (the "Plan"). We have examined such documents, records and matters of law as we have deemed necessary for purposes of this opinion and, based thereupon, we are of the opinion that the shares of common stock, $.01 par value, of the Company which may be issued pursuant to the Plan will be, when issued in accordance with the terms of the Plan, duly authorized, validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement on Form S-8 to be filed by the Company with the Securities and Exchange Commission to effect registration under the Securities Act of 1933 of 75,000 shares to be issued pursuant to the Plan. /s/TAFT, STETTINIUS & HOLLISTER LLP EX-23.1 3 CONSENT OF ARTHUR ANDERSEN LLP Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our report dated January 28, 1999, included in Cinergy Corp.'s Annual Report on Form 10-K for the year ended December 31, 1998, and to all references to our Firm included in this Registration Statement. /s/ARTHUR ANDERSEN LLP Cincinnati, Ohio July 20, 1999. EX-24.1 4 POWERS OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp. hereby constitutes and appoints Madeleine W. Ludlow, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, the undersigned's true and lawful attorney-in-fact and agent for the undersigned and in the undersigned's name to sign Registration Statements on Form S-8, including any and all amendments and supplements thereto, for the registration of Common Stock to be offered pursuant to the terms of the Cinergy Corp. Directors' Equity Compensation Plan and Cinergy Corp. Retirement Plan as Amended and Restated Effective January 1, 1999 (the "Plans"), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that the undersigned might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of July 1999. /s/ Neil A. Armstrong Neil A. Armstrong POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp. hereby constitutes and appoints Madeleine W. Ludlow, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, the undersigned's true and lawful attorney-in-fact and agent for the undersigned and in the undersigned's name to sign Registration Statements on Form S-8, including any and all amendments and supplements thereto, for the registration of Common Stock to be offered pursuant to the terms of Cinergy Corp. Directors' Equity Compensation Plan and Cinergy Corp. Retirement Plan as Amended and Restated Effective January 1, 1999 (the "Plans"), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that the undersigned might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21st day of July 1999. /s/ James K. Baker James K. Baker POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp. hereby constitutes and appoints Madeleine W. Ludlow, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, the undersigned's true and lawful attorney-in-fact and agent for the undersigned and in the undersigned's name to sign Registration Statements on Form S-8, including any and all amendments and supplements thereto, for the registration of Common Stock to be offered pursuant to the terms of Cinergy Corp. Directors' Equity Compensation Plan and Cinergy Corp. Retirement Plan as Amended and Restated Effective January 1, 1999 (the "Plans"), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that the undersigned might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21st day of July 1999. /s/ Michael G. Browning Michael G. Browning POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp. hereby constitutes and appoints Madeleine W. Ludlow, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, the undersigned's true and lawful attorney-in-fact and agent for the undersigned and in the undersigned's name to sign Registration Statements on Form S-8, including any and all amendments and supplements thereto, for the registration of Common Stock to be offered pursuant to the terms of Cinergy Corp. Directors' Equity Compensation Plan and Cinergy Corp. Retirement Plan as Amended and Restated Effective January 1, 1999 (the "Plans"), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that the undersigned might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 15 day of July 1999. /s/ Phillip R. Cox Phillip R. Cox POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp. hereby constitutes and appoints Madeleine W. Ludlow, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, the undersigned's true and lawful attorney-in-fact and agent for the undersigned and in the undersigned's name to sign Registration Statements on Form S-8, including any and all amendments and supplements thereto, for the registration of Common Stock to be offered pursuant to the terms of Cinergy Corp. Directors' Equity Compensation Plan and Cinergy Corp. Retirement Plan as Amended and Restated Effective January 1, 1999 (the "Plans"), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that the undersigned might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21st day of July 1999. /s/ Kenneth M. Duberstein Kenneth M. Duberstein POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp. hereby constitutes and appoints Madeleine W. Ludlow, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, the undersigned's true and lawful attorney-in-fact and agent for the undersigned and in the undersigned's name to sign Registration Statements on Form S-8, including any and all amendments and supplements thereto, for the registration of Common Stock to be offered pursuant to the terms of Cinergy Corp. Directors' Equity Compensation Plan and Cinergy Corp. Retirement Plan as Amended and Restated Effective January 1, 1999 (the "Plans"), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that the undersigned might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21st day of July 1999. /s/ Cheryl M. Foley Cheryl M. Foley POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp. hereby constitutes and appoints Madeleine W. Ludlow, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, the undersigned's true and lawful attorney-in-fact and agent for the undersigned and in the undersigned's name to sign Registration Statements on Form S-8, including any and all amendments and supplements thereto, for the registration of Common Stock to be offered pursuant to the terms of Cinergy Corp. Directors' Equity Compensation Plan and Cinergy Corp. Retirement Plan as Amended and Restated Effective January 1, 1999 (the "Plans"), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that the undersigned might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19 day of July 1999. /s/ John a. Hillenbrand II John A. Hillenbrand, II POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp. hereby constitutes and appoints Madeleine W. Ludlow, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, the undersigned's true and lawful attorney-in-fact and agent for the undersigned and in the undersigned's name to sign Registration Statements on Form S-8, including any and all amendments and supplements thereto, for the registration of Common Stock to be offered pursuant to the terms of the Cinergy Corp. Directors' Equity Compensation Plan and Cinergy Corp. Retirement Plan as Amended and Restated Effective January 1, 1999 (the "Plans"), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that the undersigned might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 9th day of July 1999. /s/ George C. Juilfs George C. Juilfs POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp. hereby constitutes and appoints Madeleine W. Ludlow, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, the undersigned's true and lawful attorney-in-fact and agent for the undersigned and in the undersigned's name to sign Registration Statements on Form S-8, including any and all amendments and supplements thereto, for the registration of Common Stock to be offered pursuant to the terms of Cinergy Corp. Directors' Equity Compensation Plan and Cinergy Corp. Retirement Plan as Amended and Restated Effective January 1, 1999 (the "Plans"), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that the undersigned might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10th day of July 1999. /s/ Melvin Perelman Melvin Perelman POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp. hereby constitutes and appoints Madeleine W. Ludlow, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, the undersigned's true and lawful attorney-in-fact and agent for the undersigned and in the undersigned's name to sign Registration Statements on Form S-8, including any and all amendments and supplements thereto, for the registration of Common Stock to be offered pursuant to the terms of Cinergy Corp. Directors' Equity Compensation Plan and Cinergy Corp. Retirement Plan as Amended and Restated Effective January 1, 1999 (the "Plans"), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that the undersigned might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 9th day of July 1999. /s/ Thomas E. Petry Thomas E. Petry POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp. hereby constitutes and appoints Madeleine W. Ludlow, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, the undersigned's true and lawful attorney-in-fact and agent for the undersigned and in the undersigned's name to sign Registration Statements on Form S-8, including any and all amendments and supplements thereto, for the registration of Common Stock to be offered pursuant to the terms of Cinergy Corp. Directors' Equity Compensation Plan and Cinergy Corp. Retirement Plan as Amended and Restated Effective January 1, 1999 (the "Plans"), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that the undersigned might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19th day of July 1999. /s/ Jackson H. Randolph Jackson H. Randolph POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp. hereby constitutes and appoints Madeleine W. Ludlow, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, the undersigned's true and lawful attorney-in-fact and agent for the undersigned and in the undersigned's name to sign Registration Statements on Form S-8, including any and all amendments and supplements thereto, for the registration of Common Stock to be offered pursuant to the terms of Cinergy Corp. Directors' Equity Compensation Plan and Cinergy Corp. Retirement Plan as Amended and Restated Effective January 1, 1999 (the "Plans"), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that the undersigned might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21st day of July 1999. /s/ James E. Rogers James E. Rogers POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp. hereby constitutes and appoints Madeleine W. Ludlow, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, the undersigned's true and lawful attorney-in-fact and agent for the undersigned and in the undersigned's name to sign Registration Statements on Form S-8, including any and all amendments and supplements thereto, for the registration of Common Stock to be offered pursuant to the terms of Cinergy Corp. Directors' Equity Compensation Plan and Cinergy Corp. Retirement Plan as Amended and Restated Effective January 1, 1999 (the "Plans"), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that the undersigned might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 15 day of July 1999. /s/ Mary L. Schapiro Mary L. Schapiro POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp. hereby constitutes and appoints Madeleine W. Ludlow, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, the undersigned's true and lawful attorney-in-fact and agent for the undersigned and in the undersigned's name to sign Registration Statements on Form S-8, including any and all amendments and supplements thereto, for the registration of Common Stock to be offered pursuant to the terms of Cinergy Corp. Directors' Equity Compensation Plan and Cinergy Corp. Retirement Plan as Amended and Restated Effective January 1, 1999 (the "Plans"), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that the undersigned might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8 day of July 1999. /s/ John J. Schiff, Jr. John J. Schiff, Jr. POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp. hereby constitutes and appoints Madeleine W. Ludlow, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, the undersigned's true and lawful attorney-in-fact and agent for the undersigned and in the undersigned's name to sign Registration Statements on Form S-8, including any and all amendments and supplements thereto, for the registration of Common Stock to be offered pursuant to the terms of Cinergy Corp. Directors' Equity Compensation Plan and Cinergy Corp. Retirement Plan as Amended and Restated Effective January 1, 1999 (the "Plans"), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that the undersigned might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 12th day of July 1999. /s/ Philip R. Sharp Philip R. Sharp, Ph.D. POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp. hereby constitutes and appoints Madeleine W. Ludlow, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, the undersigned's true and lawful attorney-in-fact and agent for the undersigned and in the undersigned's name to sign Registration Statements on Form S-8, including any and all amendments and supplements thereto, for the registration of Common Stock to be offered pursuant to the terms of Cinergy Corp. Directors' Equity Compensation Plan and Cinergy Corp. Retirement Plan as Amended and Restated Effective January 1, 1999 (the "Plans"), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that the undersigned might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14th day of July 1999. /s/ Dudley S. Taft Dudley S. Taft POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp. hereby constitutes and appoints Madeleine W. Ludlow, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, the undersigned's true and lawful attorney-in-fact and agent for the undersigned and in the undersigned's name to sign Registration Statements on Form S-8, including any and all amendments and supplements thereto, for the registration of Common Stock to be offered pursuant to the terms of Cinergy Corp. Directors' Equity Compensation Plan and Cinergy Corp. Retirement Plan as Amended and Restated Effective January 1, 1999 (the "Plans"), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that the undersigned might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 9th day of July 1999. /s/ Oliver W. Waddell Oliver W. Waddell EX-24.2 5 CERTIFIED COPY OF RESOLUTION OF REGISTRANT'S BOARD OF DIRECTORS Exhibit 24.2 Cinergy Corp. 139 East Fourth Street P.O. Box 960 Cincinnati, OH 45201-0960 Tel 513.287.3023 Fax 513.287.3810 Jerome A. Vennemann Associate General Counsel and Assistant Corporate Secretary CERTIFICATE OF ASSISTANT CORPORATE SECRETARY I, JEROME A. VENNEMANN, an Assistant Corporate Secretary of Cinergy Corp., a Delaware corporation, DO HEREBY CERTIFY that the following is a true and correct copy of a resolution duly adopted by the Board of Directors of said corporation on July 14, 1999, and that such resolution has not been amended and is in full force and effect on the date hereof: RESOLVED That each officer and director of the Corporation who may be required to sign and execute each Registration Statement covering such securities or amendments and supplements thereto or documents in connection therewith (whether for or on behalf of the Corporation, or as an officer of the Corporation, or otherwise) is hereby authorized to execute a power of attorney appointing Madeleine W. Ludlow, Vice President and Chief Financial Officer, William L. Sheafer, Vice President and Treasurer, Cheryl M. Foley, Vice President and Corporate Secretary, and Jerome A. Vennemann, Acting General Counsel and Assistant Corporate Secretary, and each of them, severally, his or her true and lawful attorney or attorneys to sign in his or her name, place and stead in any such capacity such Registration Statements, and any and all amendments thereto, including amendments or supplements to the prospectus contained in such Registration Statement or amendments thereto and the addition or amendment of exhibits and other documents in connection therewith, and to file the same with the Commission, each of such attorneys to have power to act with or without the other, and to have full power and authority to do and perform, in the name and on behalf of each of such officers and directors who shall have executed such a power of attorney, every act whatsoever which such attorneys, or either of them, may deem necessary or advisable to be done in connection therewith as fully and to all intents and purposes as such officers or directors might or could do in person. IN WITNESS WHEREOF, I have hereunto subscribed my name this 19th day of July, 1999. /s/ Jerome A. Vennemann Assistant Corporate Secretary -----END PRIVACY-ENHANCED MESSAGE-----