-----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, TmpcZ3vloLWQegeyqO/9eFN7SFYiQrgRiz4VDdjIc+tElJhe75yHwI5ezLU3R5gQ LkI9I0znKDGeKhh9hqog3Q== 0000899652-99-000118.txt : 19990830 0000899652-99-000118.hdr.sgml : 19990830 ACCESSION NUMBER: 0000899652-99-000118 CONFORMED SUBMISSION TYPE: U-9C-3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990827 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: 99700530 BUSINESS ADDRESS: STREET 1: 139 E FOURTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5132872644 MAIL ADDRESS: STREET 1: 139 E FOURTH STREET STREET 2: P.O BOX 960 CITY: CINCINATI STATE: OH ZIP: 45202 U-9C-3 1 CINERGY 1999 2ND QTR.U9-C-3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM U-9C-3 QUARTERLY REPORT PURSUANT TO RULE 58 June 30, 1999 CINERGY CORP. 139 EAST FOURTH STREET CINCINNATI, OHIO 45202 *Inquiries concerning this Form U-9C-3 should be directed to: M. Susan Hardwick Cinergy Corp. 139 East Fourth Street Cincinnati, Ohio 45202 (513) 287-5667 TABLE OF CONTENTS Item Page Number Number 1 Organization Chart . . . . . . . . . . . . . . . . . . . . . 1 2 Issuances and Renewals of Securities and Capital Contributions. . . . . . . . . . . . . . . . . . . . . . . 6 3 Associate Transactions Part I - Transactions Performed by Reporting Companies on Behalf of Associate Utility Companies. . . . . . . . . . 7 Part II - Transactions Performed by Associate Utility Companies on Behalf of Reporting Companies . . . . . . . 8 4 Summary of Aggregate Investment. . . . . . . . . . . . . . . 9 5 Other Investments. . . . . . . . . . . . . . . . . . . . . . 10 6a Financial Statements . . . . . . . . . . . . . . . . . . . . 11 6b Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . 12
ITEM 1. ORGANIZATION CHART Energy or Percentage of Gas-Related Date of State of Voting Nature of Name of Reporting Company Company Organization Organization Securities Held Business (Indentation indicates subsidiary relationship) Cinergy Corp. ("Cinergy") Cinergy Investments, Inc. ("Investments") Cinergy Supply Network, Inc. ("Supply")(1) Energy-Related 01/14/1998 Delaware 100% Utility Materials Brokering Services Reliant Services, LLC ("Reliant")(2) Energy-Related 06/25/1998 Indiana 50% Utility Facilities Location and Construction Services Cinergy Capital & Trading, Inc. Energy-Related 10/08/1992 Indiana 100% Marketing and Trading ("Capital & Trading")(3) Energy Commodities CinCap IV, LLC ("CinCap IV")(4) Energy-Related 12/03/1997 Delaware 10% Marketing and Trading Energy Commodities CinCap V, LLC ("CinCap V") (5) Energy-Related 07/21/1998 Delaware 100% Marketing and Trading Energy Commodities Cinergy Marketing & Trading, LLC Energy-Related 10/27/1995 Delaware 100% Marketing and Trading ("Marketing & Trading") (6) Energy Commodities CinPower I, LLC ("CinPower") (7) Energy-Related 06/12/1998 Delaware 100% Marketing and Trading Energy Commodities CinCap VII, LLC ("CinCap VII")* (8) Energy-Related 12/02/1998 Delaware 100% Marketing and Trading Energy Commodities CinCap VIII, LLC ("CinCap VIII")* (9) Energy-Related 12/02/1998 Delaware 100% Marketing and Trading Energy Commodities Cinergy Resources, Inc. ("Cinergy Resources") (10) Energy-Related 01/10/1994 Delaware 100% Marketing and Trading Energy Commodities Cinergy Engineering, Inc. ("Engineering") (11) Energy-Related 03/28/1997 Ohio 100% Engineering and Other Technical Services Enertech Associates, Inc. ("Enertech")* (12) Energy-Related 10/26/1992 Ohio 100% Utility Management Consulting Services Cinergy Solutions, Inc. Cinergy Business Solutions, Inc. Energy-Related 04/06/1998 Delaware 100% Asset Management ("Business Solutions") (13) Services Cinergy Customer Care, Inc.* (14) Energy-Related 08/21/1998 Delaware 100% Billing Services Cinergy Solutions of Golden, Inc.* (15) Energy-Related 03/22/1999 Delaware 100% Qualifying Facility Cinergy Solutions of Tuscola, Inc. (16) Energy-Related 10/13/1998 Delaware 100% Qualifying Facility Energy Equipment Leasing LLC* (17) Energy-Related 11/12/1998 Delaware 49% Leasing of Energy Related Assets Trigen-Cinergy Solutions LLC ("Trigen- Cinergy") (18) Energy-Related 02/18/1997 Delaware 50% Development of Preliminary Qualifying Facilities Trigen-Cinergy Solutions of Ashtabula, LLC (New)(19) Energy-Related 06/02/1999 Delaware 49% Qualifying Facilities Trigen-Cinergy Solutions of Baltimore LLC (20) Energy-Related 11/10/1998 Delaware 49% Qualifying Facilities Trigen-Cinergy Solutions of Boca Raton LLC (21) Energy-Related 09/04/1998 Delaware 51% Thermal Energy Trigen-Cinergy Solutions of Cincinnati LLC (22) Energy-Related 08/29/1997 Ohio 51% Chilled Water Trigen-Cinergy Solutions of College Park, LLC (23) Energy-Related 02/18/1999 Delaware 51% Qualifying Facilities Trigen-Cinergy Solutions of Illinois L.L.C.* (24) Energy-Related 04/17/1997 Delaware 49% Qualifying Facilities Trigen-Cinergy Solutions of Orlando LLC(25)Energy-Related 06/12/1998 Delaware 51% Chilled Water Trigen-Cinergy Solutions of St.Paul LLC(26)Energy-Related 08/13/1998 Delaware 49% Qualifying Facilities Trigen-Cinergy Solutions of Tuscola LLC(27)Energy-Related 08/21/1998 Delaware 49% Qualifying Facilities Cinergy-Cadence, Inc. (Cinergy-Cadence) (28) Energy-Related 12/27/1989 Indiana 100% Holds Investments' 33.3% Ownership Interest in Cadence Cadence Network, LLC (Cadence) (29) Energy-Related 09/03/1997 Delaware 33.3% Energy Management Services and Consulting Services Cinergy Global Resources, Inc. Cinergy Global Power, Inc. Cinergy Global San Gorgonio, Inc. ("San Gorgonio") (30) Energy-Related 10/13/1998 Delaware 100% Holds 50% Ownership Interest in San Gorgonio Westwinds II, LLC San Gorgonio Westwinds II, LLC ("Westwinds") (31) Energy-Related 10/13/1998 California 50% Qualifying Facility * Inactive
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 and began operations during the second quarter. (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 wholesale energy contracts. (4) CinCap IV purchases and sells electricity at wholesale. (5) CinCap V purchases and sells electricity at wholesale. (6) Marketing & Trading (formerly Producers Energy Marketing, LLC) is engaged in the marketing of natural gas at wholesale. (7) CinPower was formed to optimize economic benefits in connection with a restructured wholesale power purchase agreement. (8) CinCap VII was formed for future restructuring transactions in the wholesale power markets. (9) CinCap VIII was formed for future restructuring transactions in the wholesale power markets. (10) 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. (11) Engineering is in the business of marketing various utility-related engineering services. (12) Enertech has been inactive since the commencement of a lawsuit against it in 1995. Although the lawsuit has been settled, Enertech remains inactive. (13) Business Solutions markets energy related asset management services to commercial and industrial customers. (14) Cinergy Customer Care, Inc. provides certain utility billing and/or call center services. (15) Cinergy Solutions of Golden, Inc. was formed to acquire existing cogeneration assets. (16) Cinergy Solutions of Tuscola, Inc. oversees the operations and staffing of a combined heat and power plant in Tuscola, Illinois. (17) Energy Equipment Leasing LLC was formed to lease, sell, or finance energy related equipment. (18) Trigen-Cinergy engages in the preliminary development of qualifying facilities and/or thermal energy facilities; specific projects are developed and held by special purpose affiliates (listed elsewhere in Item 1). (19) Trigen-Cinergy Solutions of Ashtabula, LLC was formed to develop, construct, operate, and maintain energy facilities located in Ashtabula, Ohio, and to sell associated electricity and other energy-related products and services. (20) Trigen-Cinergy Solutions of Baltimore LLC was formed to develop, construct, operate, and maintain energy facilities located in Baltimore, Maryland, and to sell associated electricity and other energy-related products and services. (21) Trigen-Cinergy Solutions of Boca Raton LLC was formed 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. (22) Trigen-Cinergy Solutions of Cincinnati LLC owns and operates a district cooling business in downtown Cincinnati, Ohio. (23) Trigen-Cinergy Solutions of College Park, LLC was formed to operate and maintain cogeneration equipment located in College Park, Maryland and owned by the University of Maryland. (24) 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. (25) Trigen-Cinergy Solutions of Orlando LLC was formed to develop, construct, operate, and maintain a district cooling business in the city of Orlando, Florida. The entity is in the start-up phase. (26) Trigen-Cinergy Solutions of St. Paul LLC was formed 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. (27) Trigen-Cinergy Solutions of Tuscola LLC was formed 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. (28) Cinergy-Cadence holds Investments' one-third ownership interest in Cadence. (29) Cadence markets energy management and related consulting services to commercial customers that operate retail facilities in multiple locations across the country. (30) San Gorgonio holds a 50% interest in San Gorgonio Westwinds II, LLC. (31) Westwinds owns a qualifying small power production windfarm facility in California. The facility was in start-up operations at June 30, 1999.
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 $ 288 Investments Cinergy Resources Open account repayment (2,719) Investments Capital & Trading Open account repayment (18,404) Capital & Trading CinCap V Open account advance 1,796 Capital & Trading Marketing & Trading Open account repayment (6,000) Capital & Trading CinPower Capital contribution 299 Investments Supply Open account advance 1,185 Cinergy-Cadence Cadence Capital contribution 1,147 Solutions Trigen-Cinergy Open account advance 546 Solutions Trigen-Cinergy Solutions of Cincinnati, LLC Open account advance 113 Solutions Trigen-Cinergy Solutions of Ashtabula, LLC Capital contribution 3,000 Solutions Business Solutions Open account advance 1,667 Solutions Cinergy Solutions of Tuscola, Inc. Open account advance 3,481 *Item 2 excludes guarantees issued on behalf of energy-related companies by Cinergy or its subsidiaries during the second quarter of 1999 totaling approximately $68 million. These guarantees are included in Item 4. Summary of Aggregate Investment.
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 June 30, 1999 _ __ (in thousands) Investments in Energy-Related Companies: Total consolidated capitalization of Cinergy as of June 30, 1999 $6,320,983 Total capitalization multiplied by 15% 948,147 Greater of $50 million or total capitalization multiplied by 15% 948,147 Total current aggregate investment subsequent to March 24, 1997 (categorized by major line of energy-related business): Energy-related business category "i" (1) 18,643 Energy-related business category "v" (2) 382,677 Energy-related business category "vi" (3) 13,877 Energy-related business category "vii" (4) 8,353 Energy-related business category "viii" (5) 28,465 ------- Total current aggregate investment 452,015 Difference between the greater of $50 million or 15% of capitalization and the total aggregate investment of the registered holding company system $496,132 ======== (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.
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: August 27, 1999 By /s/ Bernard F. Roberts Bernard F. Roberts 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 first quarter of 1999 was filed with Cinergy Corp's interested state commissions whose names and addresses are listed below. The Public Utilities Commission of Ohio Alan R. Schriber, Chairman 180 East Broad Street Columbus, OH 43266 Indiana Utility Regulatory Commission Robert C. Glazier, Secretary 302 W. Washington Street, Suite E306 Indianapolis, IN 46204 Kentucky Public Service Commission Donald Mills, Executive Director P.O. Box 615 Frankfort, KY 40602 -----END PRIVACY-ENHANCED MESSAGE-----