-----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, JpxjUy+ECEdS5fA9RkOjFNgIp6/wR7cNENd+wSCw2XFcb5wjkwnGujODX9VUGgvJ BfYkXdqWTKW2Dr3roHdo3A== 0000950103-99-000630.txt : 19990713 0000950103-99-000630.hdr.sgml : 19990713 ACCESSION NUMBER: 0000950103-99-000630 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 13 FILED AS OF DATE: 19990712 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-4 SEC ACT: SEC FILE NUMBER: 333-82651 FILM NUMBER: 99662478 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 S-4 1 As filed with the Securities and Exchange Commission on July 12, 1999 Registration No. 333-_________ - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------- Cinergy Corp. (Exact name of registrant as specified in its charter) Delaware 4931 31-1385023 (State or other jurisdiction (Primary Standard (I.R.S. Employer of incorporation or Industrial Classification Identification No.) organization) Code Number) 139 East Fourth Street Cincinnati, Ohio 45202 (513) 421-9500 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) David T. Musselman Senior Counsel Cinergy Corp. 221 East 4th Street Suite 2500 Cincinnati, OH 45201 (513) 421-9500 (Name, address, including zip code, and telephone number, including area code, of agent for service) ----------------------- Copies to: Charles S. Whitman, III, Esq. Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 (212) 450-4000 ----------------------- Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: o CALCULATION OF REGISTRATION FEE ================================================================================================================================== Proposed Maximum Title of Each Class Amount to be Proposed Maximum Aggregate Offering Amount of of Securities to be Registered Registered Offering Price(1) Price(1) Registration Fee(2) - ---------------------------------------------------------------------------------------------------------------------------------- 6.125% Debentures due 2004.............. $200,000,000 100% $200,000,000 $55,600 ================================================================================================================================== (1) Estimated solely for the purpose of calculating the amount of the registration fee. (2) Calculated pursuant to Rule 457.
----------------------- The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. =============================================================================== The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion, dated , 1999 Prospectus , 1999 Cinergy Corp. Offer to Exchange $200,000,000 6.125% Debentures due 2004 which have been registered under the Securities Act of 1933, as amended for All Outstanding 6.125% Debentures due 2004 ----------------------- The Exchange Offer will expire at 5:00 P.M., New York City time, on , 1999, unless extended. ----------------------- Terms of the Exchange Offer: o We will exchange all outstanding debentures that are validly tendered and not withdrawn prior to the expiration of the Exchange Offer. o You may withdraw tenders of outstanding debentures at any time prior to the expiration of the Exchange Offer. o The exchange of debentures will not be a taxable exchange for United States federal income tax purposes. o We will not receive any proceeds from the Exchange Offer. o The terms of the debentures to be issued are substantially identical to the outstanding debentures, except for certain transfer restrictions, registration rights and related additional interest provisions relating to the outstanding debentures. ----------------------- The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). You may read and copy any document that we file at the Public Reference Room of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. You may also read our filings at the regional offices of the Commission located at Citicorp, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center, New York, New York 10048 or over the Internet at the Commission's home page at http://www.sec.gov. This prospectus constitutes part of a registration statement on Form S-4 filed with the Commission under the Securities Act of 1933 (the "Securities Act"). It omits some of the information contained in the registration statement, and reference is made to the registration statement for further information with respect to Cinergy Corp. and the New Debentures being offered. Any statement contained in this prospectus concerning the provisions of any document filed as an exhibit to the registration statement or otherwise filed with the Commission is not necessarily complete, and in each instance reference is made to the copy of the document filed. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE Our Annual Report on Form 10-K for the year ended December 31, 1998, our Quarterly Report on Form 10-Q for the three months ended March 31, 1999 and our Current Report on Form 8-K dated July 6, 1999, filed pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), are incorporated into this prospectus by reference. We also incorporate by reference any filings made with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this prospectus and prior to the termination of this exchange offer. You may request a copy of these filings at no cost, by writing or telephoning the office of Mr. William L. Sheafer, Vice President and Treasurer, Cinergy Corp., 139 East Fourth Street, Cincinnati, Ohio 45202, telephone number (513) 421-9500. 2 SUMMARY This summary may not contain all the information that may be important to you. You should read the entire prospectus, including the financial data and related notes, before making an investment decision. Unless the context indicates otherwise, the words "Cinergy", "the Company", "we", "our", "ours", and "us" refer to Cinergy Corp. and its subsidiaries and joint ventures (including unconsolidated entities). The Company We are a registered holding company under the Public Utility Holding Company Act of 1935 and the parent company of: o The Cincinnati Gas & Electric Company ("CG&E"); o PSI Energy, Inc. ("PSI"); o Cinergy Services, Inc. ("Services"); o Cinergy Global Resources, Inc. ("Global Resources"); and o Cinergy Investments, Inc. ("Investments"). CG&E is an operating utility primarily engaged in providing electric and gas service in the southwestern portion of Ohio and, through its principal subsidiary, The Union Light, Heat and Power Company, in neighboring areas in Kentucky. PSI is an operating utility primarily engaged in providing electric service in north central, central and southern Indiana. Services provides management, financial, administrative, engineering, legal and other services to Cinergy and its subsidiaries. We conduct our international businesses through Global Resources and its subsidiaries, and our non-regulated business through Investments and its subsidiaries. Cinergy is a Delaware corporation that was created in October 1994 through the merger of CG&E and PSI Resources, Inc. Our principal executive offices are located at 139 East Fourth Street, Cincinnati, Ohio 45202; our telephone number is (513) 421-9500. 3 The Exchange Offer Securities Offered............... We are offering up to $200,000,000 aggregate principal amount of 6.125% Debentures due 2004, which have been registered under the Securities Act ("New Debentures"). The Exchange Offer............... We are offering to issue the New Debentures in exchange for a like principal amount of outstanding 6.125% Debentures due 2004, issued by Cinergy on April 16, 1999 ("Old Debentures"). We are offering to issue the New Debentures to satisfy our obligations contained in the registration rights agreement entered into when the Old Debentures were sold in transactions pursuant to Rule 144A under the Securities Act and therefore not registered with the Commission. For procedures for tendering, see "The Exchange Offer." Tenders, Expiration Date, Withdrawal....................... The Exchange Offer will expire at 5:00 p.m. New York City time on , 1999, unless it is extended. If you decide to exchange your Old Debentures for New Debentures, you must acknowledge that you are not engaging in, and do not intend to engage in, a distribution of the New Debentures. If you decide to tender your Old Debentures pursuant to the Exchange Offer, you may withdraw them at any time prior to , 1999. If we decide for any reason not to accept any Old Debentures for exchange, your Old Debentures will be returned to you without expense promptly after the Exchange Offer expires. Federal Income Tax Consequences.. Your exchange of Old Debentures for New Debentures pursuant to the Exchange Offer will not result in any income, gain or loss to you for federal income tax purposes. See "Certain United States Tax Consequences of the Exchange Offer." Use of Proceeds.................. We will not receive any proceeds from the issuance of the New Debentures pursuant to the Exchange Offer. Exchange Agent................... Fifth Third Bank is the exchange agent for the Exchange Offer. 4 Consequences of Exchanging Debentures Pursuant to the Exchange Offer Based on interpretations by the Commission's staff in no-action letters issued to third parties, we believe that New Debentures issued in exchange for Old Debentures pursuant to the Exchange Offer may be offered for resale, resold or otherwise transferred by you without registering the New Debentures under the Securities Act or delivering a prospectus: o so long as you are not one of our "affiliates", as defined in Rule 405 of the Securities Act; o so long as you acquire the New Debentures in the ordinary course of your business; and o unless you are a broker dealer, so long as you do not have any arrangement with any person to participate in the distribution of the New Debentures. Unless you are a broker-dealer, you must acknowledge that: o you are not engaged in, and do not intend to engage in, a distribution of the New Debentures; and o you have no arrangement or understanding to participate in a distribution of the New Debentures. If you are an affiliate of Cinergy, or you are engaged in, intend to engage in or have any arrangement or understanding with respect to, the distribution of New Debentures acquired in the Exchange Offer, you should not rely on our interpretations of the position of the Commission's staff and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. If you are a broker-dealer and receive New Debentures for your own account pursuant to the Exchange Offer: o you must acknowledge that you will deliver a prospectus in connection with any resale of such New Debentures; and o you may use this prospectus, as it may be amended or supplemented from time to time, in connection with the resale of New Debentures received in exchange for Old Debentures acquired by you as a result of market-making or other trading activities. For a period of 90 days after the expiration of the Exchange Offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. You may offer or sell the New Debentures in certain jurisdictions only if they have been registered or qualified for sale there, or an exemption from registration or qualification is available and is complied with. Subject to the limitations specified in the registration rights agreement, we will register or qualify the New Debentures for offer or sale under the securities laws of any jurisdictions that you reasonably request in writing. Unless you request that the sale of the New Debentures be registered or qualified in a jurisdiction, we currently do not intend to register or qualify the sale of the New Debentures in any jurisdiction. If you do not comply with the requirement described in this paragraph, you could incur liability under the Securities Act, and we will not indemnify you in such circumstances. 5 The New Debentures The terms of the New Debentures and the Old Debentures are identical in all material respects, except that the New Debentures have been registered under the Securities Act and certain transfer restrictions, registration rights and related additional interest provisions applicable to the Old Debentures do not apply to the New Debentures. Issuer........................... Cinergy will issue the New Debentures pursuant to the Indenture dated as of April 15, 1999 between the Company and Fifth Third Bank, as trustee. New Debentures................... $200,000,000 aggregate principal amount of 6.125% Debentures due 2004. Ranking.......................... Cinergy is a holding company. As a consequence, the New Debentures offered hereby will be structurally subordinate to all secured and unsecured debt of our operating subsidiaries. Maturity Date.................... April 15, 2004. Interest Payment Dates........... April 15 and October 15, commencing October 15, 1999. Sinking Fund..................... None. Record Date...................... The Business Day immediately preceding each Interest Payment Date. Optional Redemption.............. We have the right to redeem the New Debentures, in whole or in part, from time to time and at any time, upon not less than 30 days' notice to the holders of the New Debentures, at a redemption price equal to the greater of: (A) 100% of the principal amount of the New Debentures to be redeemed; and (B) the sum of the present values of the remaining scheduled payments of principal and interest on the New Debentures to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 15 basis points, plus accrued and unpaid interest on the principal amount being redeemed to the date of redemption. Trustee.......................... Fifth Third Bank. Events of Default................ Each of the following will constitute an event of default under the Indenture with respect to the New Debentures: 6 o failure to pay principal of or any premium on any New Debenture when due; o failure to pay any interest on any New Debenture when due and continuance of such default for a period of 30 days; o failure to perform any other covenant in the Indenture, continued for 90 days after written notice has been given by the Trustee or the holders of at least 35% in principal amount of the New Debentures, as provided in the Indenture; and o certain events of bankruptcy, insolvency or reorganization. See "Description of New Debentures-- Events of Default." Use of Proceeds.................. We will not receive any proceeds from the issuance of the New Debentures. 7 Selected Consolidated Income Information The following tables show selected financial information of Cinergy. This information is derived from our historical results. See "Where You Can Find More Information". All amounts are in thousands except per share amounts and the ratio of earnings to fixed charges. Three Months Year Ended December 31, Ended ----------------------------------------- March 31, 1999 1998(1) 1997 1996 -------------- ----------- ----------- ----------- (Unaudited) Operating Revenues................................$ 1,402,279 $ 5,876,294 $ 4,387,101 $ 3,276,187 Operating Income..................................$ 234,149 $ 566,429 765,668 763,538 Preferred Dividend Requirement....................$ 1,364 $ 6,517 12,569 23,180 Net Income Before Extraordinary Item..............$ 127,245 $ 260,968 362,638 334,797 Extraordinary Item--Equity Share of Windfall Profits Tax (Less Applicable Income Taxes of $0)............................................ -- -- (109,400(2) -- Net Income........................................$ 127,245 $ 260,968 $ 253,238 $ 334,797 Earnings Per Common Share Net Income Before Extraordinary Item...........$ 0.80 $ 1.65 $ 2.30 $ 2.00 Net Income.....................................$ 0.80 $ 1.65 $ 1.61 $ 2.00 Earnings Per Common Share--Assuming Dilution Net Income Before Extraordinary Item...........$ 0.80 $ 1.65 $ 2.28 $ 1.99 Net Income.....................................$ 0.80 $ 1.65 $ 1.59 $ 1.99 - --------- Notes: (1) The period reflects charges against income relating to (a) a one-time charge of $80 million (before taxes) reflecting the implementation of a 1989 settlement of a dispute with the Wabash Valley Power Association, Inc. that resulted from the cancellation of the Marble Hill nuclear power station in 1984 and (b) the recording of $135 million (before taxes) of unrealized losses related to energy marketing and trading operations. For additional information, reference is made to our Annual Report on Form 10-K for the year ended December 31, 1998, which is incorporated herein by reference. (2) Represents a one-time charge for the windfall profits tax levied against our United Kingdom subsidiary, Midlands Electricity plc. For additional information, reference is made to our Annual Report on Form 10-K for the year ended December 31, 1998, which is incorporated herein by reference.
8 Consolidated Capitalization Outstanding March 31, 1999 Outstanding December 31, 1998 --------------------------- ----------------------------- % of % of Amount Capitalization Amount Capitalization ----------- -------------- ----------- -------------- (Unaudited) Long-term debt...........................$ 2,605,657 49.3% $ 2,604,467 49.7% Cumulative preferred stock Not subject to mandatory redemption... 92,616 1.7 92,640 1.8 Common Stock equity...................... 2,592,233 49.0 $ 2,541,231 48.5 ----------- ----- ----------- ----- Total Capitalization...............$ 5,290,506 100.0% $ 5,238,338 100.0% =========== ===== =========== =====
Ratio of Earnings to Fixed Charges Set forth below is the ratio of earnings to fixed charges for the three months ended March 31, 1999 and for each year of the five year period ended December 31, 1998. Three Months Year Ended December 31, Ended ---------------------------------------------------- March 31, 1999 1998 1997 1996 1995 1994 -------------- ---- ---- ---- ---- ---- 4.15 2.47 3.33 3.41 3.42 2.47 For the purpose of computing the ratio of earnings to fixed charges, earnings consist of pretax income from continuing operations plus fixed charges. Fixed charges consist of: o interest expense; o amortized premiums, discounts and capitalized expenses related to indebtedness; and o an estimate of the interest within rental expense. 9 USE OF PROCEEDS We will not receive any cash proceeds from the issuance of the New Debentures offered under this prospectus. New Debentures will be exchanged for Old Debentures as described in this prospectus on our receipt of Old Debentures in like principal amount. The Old Debentures surrendered in exchange for the New Debentures will be retired and canceled. Accordingly, the issuance of the New Debentures will not result in any change in our indebtedness. The net proceeds to us from the sale of the Old Debentures was approximately $198 million (after deduction of underwriting discounts and commissions and other expenses of the offering). Such net proceeds were used to repay a portion of outstanding short-term indebtedness. 10 DESCRIPTION OF NEW DEBENTURES General The Old Debentures were, and the New Debentures will be, issued under an indenture dated as of April 15, 1999 (the "Indenture) between Cinergy and Fifth Third Bank, as trustee (the "Trustee"). Because this is a summary it does not contain all the information that may be important to you. You should read the entire Indenture, including the definitions therein of certain terms used below. We have filed a copy of the Indenture as an exhibit to the registration statement which includes this prospectus. The terms of the New Debentures are identical in all material respects to the terms of the Old Debentures, except for the removal of certain transfer restrictions, registration rights and related additional interest provisions applicable to the Old Debentures. The New Debentures will be general unsecured obligations of Cinergy and will rank pari passu with all of our other unsecured and unsubordinated obligations. The Indenture permits us to incur additional indebtedness in the future. Structural Subordination Cinergy is a holding company. As a consequence, the New Debentures will be structurally subordinate to all secured and unsecured debt of our operating subsidiaries. Principal Amount, Interest and Maturity o We will issue New Debentures with an aggregate principal amount of up to $200,000,000. o The New Debentures will mature on April 15, 2004, and will bear interest at a rate per annum of 6.125%, computed on the basis of a 360-day year of twelve 30-day months. o We will pay interest on the New Debentures semi-annually on April 15 and October 15 in each year, beginning October 15, 1999, to registered holders of record on the Business Day immediately preceding such Interest Payment Date. A "Business Day" means any day other than a day on which banking institutions in the City of New York or the City of Cincinnati are authorized or obligated to close. o Principal of, premium, if any, and interest on the New Debentures will be payable and the New Debentures will be transferable at the corporate trust office of the Trustee in the City of Cincinnati, located at 38 Fountain Square Plaza, Cincinnati, Ohio 45263, provided that payment of interest may be made at our option by checks mailed to the registered holders of the New Debentures. o We will issue the New Debentures in denominations of $100,000 and any integral multiple of $1,000 above that amount. Optional Redemption The New Debentures will be redeemable, in whole or from time to time in part, at our option on any date (each, a "Redemption Date") at a redemption price equal to the greater of: (A) 100% of the principal amount of the New Debentures to be redeemed; and 11 (B) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360- day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to such Redemption Date. Notwithstanding the paragraph above, installments of interest on the New Debentures that are due and payable on an Interest Payment Date falling on or prior to the relevant Redemption Date will be payable to the Holders of such New Debentures registered as such at the close of business on the relevant Regular Record Date according to their terms and the provisions of the Indenture. "Treasury Rate" means, with respect to any Redemption Date for the New Debentures: o the yield, under the heading that represents the average for the immediately preceding week, appearing in the most recently published statistical release designated "H.15(519)" or any successor publication that is published weekly by the Board of Governors of the Federal Reserve System and that establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities" for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Final Maturity Date, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding to the nearest month); or o if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date. As used in the immediately preceding sentence and in the definition of "Reference Treasury Dealer Quotations" below, the term "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in The City of New York are authorized or obligated by law or executive order to close. "Comparable Treasury Issue" means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the New Debentures to be redeemed that would be utilized, at the time of election, and in accordance with customary financial practice, in pricing new issues of corporate securities of comparable maturity to the remaining term of the New Debentures. "Independent Investment Banker" means an independent investment banking institution of national standing appointed by the Trustee after consultation with us. "Comparable Treasury Price" means, with respect to any Redemption Date for the New Debentures: o the average of four Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations; or o if the Trustee obtains fewer than four Reference Treasury Dealer Quotations, the average of all such quotations. "Reference Treasury Dealer" means a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"). If such Primary Treasury Dealer should cease to be a Treasury Dealer, the Trustee in consultation with us shall substitute another Primary Treasury Dealer. 12 "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. New York City time, on the third Business Day preceding such Redemption Date. "Final Maturity Date" means April 15, 2004. We will mail notice of any redemption at least 30 days but not more than 60 days before the relevant Redemption Date to each holder of New Debentures to be redeemed. If less than all the New Debentures are to be redeemed at our option, the Trustee will select, in such manner as it deems fair and appropriate, the New Debentures to be redeemed. Unless we default in payment of the redemption price, on and after the Redemption Date interest will cease to accrue on the New Debentures or portions thereof called for redemption. Mandatory Redemption We are not required to make mandatory redemption of, or sinking fund payments with respect to, the New Debentures. Consolidation, Merger, and Sale of Assets The Indenture does not contain any covenant that restricts our ability to merge or consolidate with or into any other corporation, sell or convey all or substantially all of our assets or property to any person, firm or corporation or otherwise engage in restructuring transactions, provided that the successor entity assumes due and punctual payment of principal or premium, if any, and interest on the New Debentures. Limitation on Liens Nothing contained in the Indenture in any way restricts or prevents us or any of our subsidiaries or joint ventures from incurring any indebtedness: provided, that we may not issue, assume or guarantee any Debt (as defined below) secured by a Lien (as defined below) upon any of our property or assets (other than cash) without effectively providing that the outstanding New Debentures (together with any other indebtedness or obligation then existing or thereafter created ranking equally with the New Debentures) are secured equally and ratably with (or prior to) such Debt so long as such Debt is so secured. This restriction on Liens will not, however, apply to the following: o Liens in existence on the date of original issuance of the New Debentures; o any Lien created or arising over any property which we acquire, construct or create, but only if: - such Lien secures only principal amounts (not exceeding the cost of such acquisition, construction or creation) of Debt incurred for the purposes of such acquisition, construction or creation, together with any costs, expenses, interest and fees incurred in relation thereto or a guarantee given in respect thereof; - such Lien is created or arises on or before 90 days after the completion of such acquisition, construction or creation; and - such Lien is confined solely to the property so acquired, constructed or created; o any Lien to secure Debt incurred by us in connection with a specifically identifiable project where the Lien relates and is confined to a property or properties (including, without limitation, shares or other rights of ownership in the entity(ies) which own such property or project) involved in such project and acquired by 13 us after the date of original issuance of the New Debentures and the recourse of the creditors in respect of such Debt is limited to any or all of such project and property (including shares or other rights of ownership); o any Lien securing amounts not more than 90 days overdue or otherwise being contested in good faith; o rights of financial institutions to offset credit balances in connection with the operation of cash management programs established for our benefit or in connection with the issuance of letters of credit for our benefit; o any Lien securing Debt incurred by us in connection with the financing of accounts receivable; o any Lien incurred or deposits made in the ordinary course of business, including, but not limited to: - any mechanics', materialmen's, carriers', workmen's, vendors' or other like Liens; and - any Liens securing amounts in connection with workers' compensation, unemployment insurance and other types of social security; o any Lien upon specific items of our inventory or other goods and proceeds securing our obligations in respect of bankers' acceptances issued or created for the account of such person to facilitate the purchase, shipment or storage of such inventory or other goods; o any Lien incurred or deposits made securing the performance of tenders, bids, leases, trade contracts (other than for borrowed money), statutory obligations, surety bonds, appeal bonds, government contracts, performance bonds, return-of-money bonds and other obligations of like nature incurred in the ordinary course of business; o any Lien constituted by a right of set off or right over a margin call account or any form of cash or cash collateral or any similar arrangement for obligations incurred in respect of the hedging or management of risks under transactions involving any currency or interest rate swap, cap or collar arrangements, forward exchange transaction, option, warrant, forward rate agreement, futures contract or other derivative instrument of any kind; o any Lien arising out of title retention or like provisions in connection with the purchase of goods and equipment in the ordinary course of business; o any Lien securing reimbursement obligations under letters of credit, guarantees and other forms of credit enhancement given in connection with the purchase of goods and equipment in the ordinary course of business; o Liens on any property or assets: - acquired from a corporation which is merged with or into Cinergy and is not created in anticipation of any such transaction (unless such Lien was created to secure or provide for the payment of any part of the purchase price of such corporation); or - existing at the time of acquisition of such property or assets by us and which is not created in anticipation of such acquisition (unless such Lien was created to secure or provide for the payment of any part of the purchase price of such property or assets); o Liens required by any contract or statute in order to permit us to perform any contract or subcontract made with or at the request of a governmental entity or any department, agency or instrumentality thereof, or to 14 secure partial, progress, advance or any other payments by us to such governmental unit pursuant to the provisions of any contract or statute; o any Lien securing: - industrial revenue, development or similar bonds issued by or for our benefit, provided that such industrial revenue, development or similar bonds are nonrecourse to Cinergy; or - taxes or assessments or other applicable governmental charges or levies; o any Lien which arises: - pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings and any Lien which secures the reimbursement obligation for any bond obtained in connection with an appeal taken in any court proceeding, so long as the execution or other enforcement of such Lien arising pursuant to such legal process is effectively stayed and the claims secured thereby are being contested in good faith and, if appropriate, by appropriate legal proceedings, or any Lien in favor of a plaintiff or defendant in any action before a court or tribunal as security for costs or expenses; or - by operation of law or by order of a court or tribunal or any lien which arises by an agreement of similar effect, including, without limitation, judgement liens; or o any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Liens referred to in the above clauses, for amounts not exceeding the principal amount of the Debt secured by the Lien so extended, renewed or replaced, provided that such extension, renewal or replacement Lien is limited to all or a part of the same property or assets that were covered by the Lien extended, renewed or replaced (plus improvements on such property or assets). "Consolidated Net Tangible Assets" is defined in the Indenture as the total of all assets (including revaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing, on our most recent consolidated balance sheet as of the date of determination, net of applicable reserves and deductions but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other like intangible assets (which term shall not be construed to include such revaluations), less the aggregate of our consolidated current liabilities appearing on such balance sheet. "Debt" is defined in the Indenture as all of our obligations evidenced by bonds, debentures, notes or similar evidences of indebtedness in each case for money borrowed. "Lien" is defined in the Indenture as any mortgage, lien, pledge, security interest or other encumbrance; provided, however, that the term "Lien" shall not mean any easements, rights-of-way, restrictions and other similar encumbrances and encumbrances consisting of zoning restrictions, leases, subleases, licenses, sublicenses, restrictions on the use of property or defects in the title thereto. Limitation on Sale and Lease-Back Transactions The Indenture provides that, so long as any of the New Debentures remain outstanding, we will not enter into any arrangement with any person providing for the leasing by us of any assets which have been or are to be sold or transferred by us to such person (a "Sale and Lease-Back Transaction") unless: o such transaction involves a lease for a temporary period not to exceed three years; 15 o such transaction is with an affiliate of ours; o we would be entitled to incur Debt secured by a Lien on the assets or property involved in such transaction at least equal in amount to the Attributable Debt with respect to such Sale and Lease-Back Transaction, without equally and ratably securing the New Debentures, as described under "--Limitation on Liens" above, other than as described with respect to extensions, renewals and replacements of any Liens; o such transaction is entered into within 90 days after our initial acquisition of the assets or property subject to such transaction; or o within the 12 months preceding the sale or transfer or the 12 months following the sale or transfer, regardless of when such sale or transfer may have been made, we apply in the case of a sale or transfer for cash, an amount equal to the net proceeds thereof and, in the case of a sale or transfer otherwise than for cash, an amount equal to the fair value of the assets so leased at the time of entering into such arrangement (as determined by our Board of Directors): - to the retirement of Debt, incurred or assumed by us which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than 12 months after the date of incurring, assuming or guaranteeing such Debt; or - to investment in any of our assets. Notwithstanding the restrictions in the Indenture on Liens and Sale and Lease-Back Transactions, we may, in addition to amounts permitted under such restrictions, create Indebtedness (as defined in the Indenture) secured by Liens, or enter into Sale and Lease-Back Transactions; provided that, after giving effect thereto, the aggregate outstanding amount of all such Indebtedness secured by Liens plus Attributable Debt resulting from such Sale and Lease-Back Transactions does not exceed 10% of Consolidated Net Tangible Assets. "Attributable Debt" is defined in the Indenture as, with respect to any particular Sale and Lease-Back Transaction, at the time of determination, the present value (discounted at the rate of interest implicit in such transaction determined in accordance with generally accepted accounting principles) of the obligation of the lessee for net rental payments during the remaining term of the lease included in such Sale and Lease-Back Transaction (including any period for which such lease has been extended or may, at the option of the lessor, be extended). Events of Default Each of the following will constitute an Event of Default under the Indenture with respect to the New Debentures: o failure to pay principal of or any premium on any New Debenture when due; o failure to pay any interest on the New Debentures when due and continuance of such default for a period of 30 days; o failure to perform any other covenant in the Indenture, continued for 90 days after written notice has been given by the Trustee or the Holders of at least 35% in principal amount of the Outstanding New Debentures as provided in the Indenture; and o certain events of bankruptcy, insolvency or reorganization involving Cinergy. If an Event of Default (other than a bankruptcy, insolvency or reorganization Event of Default) with respect to the New Debentures at the time Outstanding occurs and is continuing, either the Trustee or the Holders of at least 35% in 16 aggregate principal amount of the Outstanding New Debentures by notice as provided in the Indenture may declare the principal amount of the New Debentures to be due and payable immediately. If a bankruptcy, insolvency or reorganization Event of Default with respect to the New Debentures at the time Outstanding occurs, the principal amount of all the New Debentures will automatically, and without any action by the Trustee or any Holder, become immediately due and payable. After any such declaration of acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the Outstanding New Debentures may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the non-payment of accelerated principal, have been cured or waived as provided in the Indenture. For information as to waiver of defaults, see "Modification and Waiver." Subject to the provisions of the Indenture relating to the duties of the Trustee in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the-request or direction of any of the Holders, unless such Holders shall have offered to the Trustee reasonably satisfactory indemnity. Subject to such provisions for the indemnification of the Trustee, the Holders of a majority in principal amount of the Outstanding New Debentures will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the New Debentures. No Holder of a New Debenture will have any right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or a trustee, or for any other remedy thereunder, unless: o such Holder has previously given to the Trustee written notice of a continuing Event of Default with respect to the New Debentures; o the Holders of at least 35% in aggregate principal amount of the Outstanding New Debentures have made written request, and such Holder or Holders have offered reasonably satisfactory indemnity, to the Trustee to institute such proceeding as trustee; and o the Trustee has failed to institute such proceedings, and has not received from the Holders of a majority in aggregate principal amount of the Outstanding New Debentures a direction inconsistent with such request, within 60 days after such notice, request and offer. However, such limitations do not apply to a suit instituted by a Holder of a New Debenture for the enforcement of payment of the principal of or any premium or interest on such New Debenture on or after the applicable due date specified in such New Debenture. We are required to furnish to the Trustee annually a statement by certain of our officers as to whether or not we are, to our knowledge, in default in the performance or observance of any of the terms, provisions and conditions of the Indenture and, if so, specifying all such known defaults. Modification and Waiver The Indenture may be modified and amended at any time or from time to time without the consent of any Holders by supplemental indentures (in form satisfactory to the Trustee) entered into by us (when authorized by a Board Resolution) and the Trustee, for any of the following purposes: o to evidence the succession of another entity to us and the assumption by any such successor of our covenants in the Indenture and in the New Debentures; o to add to our covenants for the benefit of the Holders or to surrender any right or power in the Indenture conferred upon us; 17 o to add any additional Events of Default for the benefit of the Holders; or o to cure any ambiguity, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision in the Indenture, or to make any other provisions with respect to matters or questions arising under the Indenture which are not inconsistent with the provisions of the Indenture, provided that such action pursuant to this clause must not adversely affect the interests of the Holders in any material respect. The Trustee is authorized to join with us in the execution of any such supplemental indenture, and to make any further appropriate agreements and stipulations which may be therein contained. With the written consent of the Holders of not less than a majority in principal amount of the Outstanding New Debentures, delivered to us and the Trustee, we, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders under the Indenture; provided, however, that no such supplemental indenture may, without the consent of the Holder of each Outstanding New Debenture affected thereby: o change the maturity date of the principal of, or any installment of interest on, any New Debenture, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the place of payment where, or the coin or currency in which, any New Debenture or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the maturity date thereof (or, in the case of redemption, on or after the date of redemption); o reduce the percentage in principal amount of the Outstanding New Debentures, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Indenture or certain defaults hereunder and their consequences) provided for in the Indenture; or o modify certain other provisions specified in the Indenture. It is not necessary for any written consent of Holders to approve the particular form of any proposed supplemental indenture, but it is sufficient if the written consent approves the substance thereof. Defeasance and Covenant Defeasance The Indenture provides that we may elect, at our option at any time, to have the provisions of Section 1102, relating to defeasance and discharge of indebtedness, or Section 1103, relating to defeasance of certain restrictive covenants in the Indenture, applied to the New Debentures. Defeasance and Discharge. The Indenture provides that, if we exercise our option to have Section 1102 applied to any New Debentures, we will be discharged from all of our obligations with respect to such New Debentures upon the deposit in trust for the benefit of the Holders of such New Debentures of money or U.S. Government Obligations, or both, which, through the payment of principal and interest in respect thereof in accordance with their terms, will provide money in an amount sufficient to pay the principal of and any premium and interest on such New Debentures on the respective Stated Maturities in accordance with the terms of the Indenture and such New Debentures. Notwithstanding the foregoing, under the Indenture, we will not be discharged from certain obligations to: o exchange or register the transfer of New Debentures; o replace stolen, lost or mutilated New Debentures; 18 o maintain paying agencies; and o hold moneys for payment in trust. Such defeasance or discharge may occur only if, among other things, we have delivered to the Trustee an Opinion of Counsel to the effect that we have received from, or there has been published by, the United States Internal Revenue Service a ruling, or there has been a change in tax law, in either case to the effect that Holders of such New Debentures will not recognize gain or loss for federal income tax purposes as a result of such deposit, defeasance, and discharge and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge were not to occur. Defeasance of Certain Covenants. The Indenture provides that, if we exercise our option to have Section 1103 applied to any New Debentures, we may omit to comply with certain restrictive covenants and the occurrence of certain Events of Default, which are described above (with respect to such restrictive covenants) under "Events of Default", will be deemed not to be or result in an Event of Default, in each case with respect to such New Debentures. In order to exercise such option, we will be required to: o deposit, in trust for the benefit of the Holders of such New Debentures, money or U.S. Government Obligations, or both, which, through the payment of principal and interest in respect thereof in accordance with their terms, will provide money in an amount sufficient to pay the principal of and any premium and interest on such New Debentures on the respective Stated Maturities in accordance with the terms of the Indenture and such New Debentures; and o among other things, deliver to the Trustee an Opinion of Counsel to the effect that Holders of such New Debentures will not recognize gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain obligations and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and defeasance were not to occur. In the event we exercise this option with respect to any New Debentures and such New Debentures are declared due and payable because of the occurrence of any Event of Default, the amount of money and U.S. Government Obligations so deposited in trust would be sufficient to pay amounts due on such New Debentures at the time of their respective Stated Maturities but may not be sufficient to pay amounts due on such New Debentures upon any acceleration resulting from such Event of Default. In such case, we would remain liable for such payments. Transfer and Exchange At the option of the Holder, subject to the terms of the Indenture and the limitations applicable to Global Debentures, New Debentures will be exchangeable for other Debentures, of any authorized denomination and of like tenor and aggregate principal amount. A Holder may transfer or exchange Debentures in accordance with the Indenture. Subject to the terms of the Indenture and the limitations applicable to Global Debentures, New Debentures may be presented for exchange as provided above or for registration of transfer (duly endorsed or with the form of transfer endorsed thereon duly executed) at the office of the security registrar (the "Security Registrar" or "Registrar") or at the office of any transfer agent designated by us for such purpose. No service charge will be made for any registration of transfer or exchange of New Debentures, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Such transfer or exchange will be effected upon the Security Registrar or such transfer agent, as the case may be, being satisfied with the documents of title and identity of the person making the request. We have appointed the Trustee as Security Registrar. We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each Place of Payment for the New Debentures. 19 The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and we may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. We are not required to transfer or exchange any New Debenture selected for redemption. Also, we are not required to transfer or exchange any New Debenture for a period of 15 days before a selection of New Debentures to be redeemed. Book-Entry, Delivery and Form The certificates representing the New Debentures will be issued in fully registered form, without coupons. Except as described below, the New Debentures will be deposited with, or on behalf of, the Depository Trust Company, New York, New York ("DTC"), and registered in the name of DTC's nominee, in the form of a global debenture (the "Global New Debenture"). We expect that pursuant to procedures established by DTC: o upon deposit of the Global New Debenture, DTC or its custodian will credit on its internal system interests in the Global New Debentures to the accounts of persons who have accounts with DTC ("Participants"); and o ownership of the Global New Debenture will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC or its nominee (with respect to interests of Participants) and the records of Participants (with respect to interests of persons other than Participants). Ownership of beneficial interests in the Global New Debenture will be limited to Participants or persons who hold interests through Participants. So long as DTC or its nominee is the registered owner or holder of the New Debentures, DTC or such nominee will be considered the sole owner or holder of the New Debentures represented by the Global New Debenture for all purposes under the Indenture. No beneficial owner of an interest in the Global New Debenture will be able to transfer such interest except in accordance with DTC's procedures, in addition to those provided for under the Indenture with respect to the New Debentures. Payments of the principal of or premium and interest on the Global New Debenture will be made to DTC or its nominee, as the case may be, as the registered owner thereof. None of Cinergy, the Trustee or any paying agent under the Indenture will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Global New Debenture or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest. We expect that DTC or its nominee, upon receipt of any payment of the principal of or premium and interest on the Global New Debenture, will credit Participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global New Debenture as shown on the records of DTC or its nominee. We also expect that payments by Participants to owners of beneficial interests in the Global New Debenture held through such Participants will be governed by standing instructions and customary practice as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such Participants. Transfers between Participants in DTC will be effected in accordance with DTC rules and will be settled in immediately available funds. If a holder requires physical delivery of a certificated New Debenture for any reason, including to sell New Debentures to persons in states which require physical delivery of the New Debentures or to pledge such securities, such holder must transfer its interest in the Global New Debenture in accordance with the normal procedures of DTC and with the procedures set forth in the Indenture. DTC has advised us that: 20 o it will take any action permitted to be taken by a holder of New Debentures (including the presentation of New Debentures for exchange as described below) only at the direction of one or more Participants to whose account at DTC interests in the Global New Debenture are credited and only in respect of such portion of the aggregate principal amount of New Debentures as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the Indenture, DTC will exchange the Global New Debenture for certificated New Debentures, which it will distribute to its Participants; o it is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act; and o it was created to hold securities for its Participants and facilitate the clearance and settlement of securities transactions between Participants through electronic book-entry changes in accounts of its Participants, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and certain other organizations. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly ("Indirect Participants"). Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interest in the Global New Debentures among Participants, it is under no obligation to perform such procedures, and such procedures may be discontinued at any time. Neither Cinergy nor the Trustee will have any responsibility for the performance by DTC or its Participants or Indirect Participants of their respective obligations under the rules and procedures governing their operations. Transfers of Interests in Global New Debentures for Certificated New Debentures An entire Global New Debenture may be exchanged for definitive Debentures in registered, certificated form without interest coupons ("Certificated New Debentures") if: o DTC: - notifies us that it is unwilling or unable to continue as depositary for the Global New Debentures and we thereupon fail to appoint a successor depositary within 90 days; or - has ceased to be a clearing agency registered under the Exchange Act; o we notify the Trustee in writing that we elect to cause the issuance of Certificated New Debentures; or o there shall have occurred and be continuing a Default or an Event of Default with respect to the New Debentures. In any such case, we will notify the Trustee in writing that, upon surrender by the Direct and Indirect Participants of their interest in such Global New Debenture, Certificated New Debentures will be issued to each person that such Direct and Indirect Participants and DTC identify as being the beneficial owner of the related New Debentures. Beneficial interests in Global New Debentures held by any Direct or Indirect Participant may be exchanged for Certificated New Debentures (for itself or on behalf of an Indirect Participant), but only upon at least 20 days' prior written notice given to the Trustee by or on behalf of DTC in accordance with customary DTC procedures. Certificated New Debentures delivered in exchange for any beneficial interest in any Global New Debenture will be registered in 21 the names, and issued in any approved denominations, requested by DTC on behalf of such Direct or Indirect Participants (in accordance with DTC's customary procedures). Neither Cinergy nor the Trustee will be liable for any delay by the holder of the Global New Debentures or DTC in identifying the beneficial owners of New Debentures, and Cinergy and the Trustee may conclusively rely on, and will be protected in relying on, instructions from the holder of the Global New Debenture or DTC for all purposes. Payment and Paying Agent Principal of and any premium and interest on the New Debentures will be payable at the office of the Paying Agent or Paying Agents as we may designate for such purpose from time to time, except that at our option payment of any interest may be made by check mailed to the address of the Person entitled thereto as such address appears in the Security Register. The corporate trust office of the Trustee in the City of Cincinnati will be designated as our sole Paying Agent for payments with respect to the New Debentures. We may at any time designate additional Paying Agents or rescind the designation of any Paying Agent or approve a change in the office through which any Paying Agent acts, except that we will be required to maintain a Paying Agent in each place of payment for the New Debentures. All moneys paid by us to a Paying Agent for the payment of the principal of or any premium or interest on any New Debenture which remains unclaimed at the end of 18 months after such principal, premium or interest has become due and payable will be repaid to us, and the Holder of such New Debenture thereafter may look only to us for payment thereof. Title Cinergy, the Trustee, and any agent of Cinergy or the Trustee may treat the Person in whose name a New Debenture is registered as the absolute owner thereof (whether or not such New Debenture may be overdue) for the purpose of making payment and for all other purposes. Governing Law The Indenture and the New Debentures will be governed by, and construed in accordance with, the law of the State of New York. 22 THE EXCHANGE OFFER Pursuant to a Registration Rights Agreement among Cinergy and the Initial Purchasers (the "Registration Rights Agreement"), we agreed to use our reasonable best efforts to cause to become effective a registration statement (the "Exchange Offer Registration Statement") with respect to an issue of debt securities identical in all material respects to the Old Debentures and, upon becoming effective, to offer the holders of the Old Debentures the opportunity to exchange their Old Debentures for New Debentures. The Registration Rights Agreement also provides that in the event that due to a change in current interpretations by the Commission, we are not permitted to effect such Exchange Offer, we will instead file a registration statement covering resales by the holders of Old Debentures (a "Shelf Registration Statement") and will use our reasonable best efforts to cause such Shelf Registration Statement to become effective and to keep such Shelf Registration Statement effective for two years from the date on which we delivered the Old Debentures to the Initial Purchasers (the "Closing Date"). Under the Registration Rights Agreement, we agreed to use our reasonable best efforts to: o file the Exchange Offer Registration Statement or a Shelf Registration Statement with the Commission; o have such Exchange Offer Registration Statement or Shelf Registration Statement declared effective by the Commission within 180 days after the Closing Date; and o commence the Exchange Offer and issue the New Debentures in exchange for all Old Debentures validly tendered in accordance with the terms of the Exchange Offer prior to the close of the Exchange Offer, or, in the alternative, cause such Shelf Registration Statement to remain effective for two years from the Closing Date. If we fail to comply with the above provisions, the Registration Rights Agreement provides that additional interest ("Additional Interest") shall be assessed as follows: o if an Exchange Offer Registration Statement or Shelf Registration Statement is not declared effective within 180 days following the Closing Date, then commencing on the 181st day after the Closing Date, Additional Interest shall be accrued on the Old Debentures over and above the accrued interest at a rate of .25% per annum; or o Additional Interest shall be accrued on the Old Debentures over and above the accrued interest at a rate of .25% per annum (immediately following the relevant event) if either: - we have not exchanged New Debentures for all Old Debentures validly tendered in accordance with the terms of the Exchange Offer on or prior to 35 days after the date on which the Exchange Offer Registration Statement was declared effective; or - if applicable, the Shelf Registration Statement has been declared effective but such Shelf Registration Statement ceases to be effective at any time prior to two years from the Closing Date. However, the Additional Interest rate on the Old Debentures may not exceed .25% per annum. Additional Interest on the Old Debentures will cease to accrue: o upon the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement; or 23 o upon the exchange of New Debentures for all Old Debentures tendered or upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective prior to two years from the Closing Date. Any amounts of Additional Interest will be payable in cash, on the same original payment dates of the Old Debentures. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Old Debentures, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Old Debentures not tendered in the Exchange Offer will bear interest at the same rates as in effect at the time of issuance of the Old Debentures. Terms of the Exchange Offer; Period for Tendering Old Debentures Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal (the "Letter of Transmittal"), we will: o accept for exchange Old Debentures which are properly tendered on or prior to the Expiration Date and not withdrawn as permitted below; and o keep the Exchange Offer open for not less than 20 business days (or longer if required by applicable law) after the date notice of the Exchange Offer is mailed to the holders of the Old Debentures. As used herein, the term "Expiration Date" means 5:00 p.m., New York City time, on , 1999; provided, however, that if we, in our sole discretion, have extended the period of time for which the Exchange Offer is open, the term "Expiration Date" means the latest time and date to which the Exchange Offer is extended. As of the date of this prospectus, $200,000,000 in aggregate principal amount of the Old Debentures were outstanding. The Exchange Offer is not conditioned upon any minimum principal amount of Old Debentures being tendered. This prospectus, together with the Letter of Transmittal, is first being sent on or about the date set forth on the cover page to all Holders of Old Debentures at the addresses set forth in the security register with respect to Old Debentures maintained by the Trustee. We expressly reserve the right: o at any time or from time to time, to extend the period of time during which the Exchange Offer is open, and thereby delay acceptance of any Old Debentures; and o to amend or terminate the Exchange Offer, and not to accept for exchange any Old Debentures not theretofore accepted for exchange, upon the occurrence of any of the conditions of the Exchange Offer specified below under "Certain Conditions to the Exchange Offer." We will give oral or written notice of any extension, amendment, non-acceptance or termination to the Holders of the Old Debentures as promptly as practicable, such notice in the case of any extension to be issued by means of a press release or other public announcement no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which we may choose to make any public announcement and subject to applicable law, we shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a release to the Dow Jones News Service. Holders of Old Debentures do not have appraisal or dissenters' rights in connection with the Exchange Offer. Old Debentures which are not tendered for exchange or are tendered but not accepted in connection with the Exchange Offer 24 will remain outstanding and be entitled to the benefits of the Indenture, but will not be entitled to any further registration rights under the Registration Rights Agreement. We intend to conduct the Exchange Offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the Commission thereunder. Procedures for Tendering Old Debentures The tender to us of Old Debentures by a Holder thereof as set forth below and the acceptance thereof by us will constitute a binding agreement between the tendering Holder and us upon the terms and subject to the conditions set forth in this prospectus and in the accompanying Letter of Transmittal. Except as set forth below, a Holder who wishes to tender Old Debentures for exchange pursuant to the Exchange Offer must transmit a properly completed and duly executed Letter of Transmittal, including all other documents required by such Letter of Transmittal, to Fifth Third Bank (the "Exchange Agent") at the address set forth below under "Exchange Agent" on or prior to the Expiration Date. In addition: o certificates for such Old Debentures must be received by the Exchange Agent along with the Letter of Transmittal; o a timely confirmation of a book-entry transfer (a "Book-Entry Confirmation") of such Old Debentures, if such procedure is available, into the Exchange Agent's account at DTC pursuant to the procedure for book-entry transfer described below, must be received by the Exchange Agent prior to the Expiration Date; or o the Holder must comply with the guaranteed delivery procedures described below. The method of delivery of Old Debentures, Letters of Transmittal and all other required documents is at the election and risk of the Holders. If such delivery is by mail, it is recommended that registered mail, properly insured, with return receipt requested, be used. In all cases, sufficient time should be allowed to assure timely delivery. No Letters of Transmittal or Old Debentures should be sent to Cinergy. Signatures on a Letter of Transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the Old Debentures surrendered for exchange pursuant thereto are tendered: o by a registered Holder of the Old Debentures who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the Letter of Transmittal; or o for the account of an Eligible Institution (as defined below). In the event that signatures on a Letter of Transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantees must be by a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company having an office or correspondent in the United States (collectively, "Eligible Institutions"). If Old Debentures are registered in the name of a person other than the person signing the Letter of Transmittal, the Old Debentures surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by us in our sole discretion, duly executed by the registered Holder with the signature thereon guaranteed by an Eligible Institution. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of Old Debentures tendered for exchange will be determined by Cinergy in its sole discretion, which determination will be final and binding. We reserve the absolute right: 25 o to reject any and all tenders of any particular Old Debentures not properly tendered or to not accept any particular Old Debentures which acceptance might, in our judgment or the judgment of our counsel, be unlawful; and o to waive any defects or irregularities or conditions of the Exchange Offer as to any particular Old Debentures either before or after the Expiration Date (including the right to waive the ineligibility of any Holder who seeks to tender Old Debentures in the Exchange Offer). Unless waived, any defects or irregularities in connection with the tender of Old Debentures for exchange must be cured within such reasonable period of time as we determine. Neither Cinergy, the Exchange Agent nor any other person will be under any duty to give notification of any defect or irregularity with respect to any tender of Old Debentures for exchange, nor will any of them incur any liability for failure to give such notification. If the Letter of Transmittal is signed by a person or persons other than the registered Holder or Holders of Old Debentures, such Old Debentures must be endorsed or accompanied by appropriate powers of attorney, in either case signed exactly as the name or names of the registered Holder or Holders that appear on the Old Debentures. If the Letter of Transmittal or any Old Debentures or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers or corporations or others acting in a fiduciary or representative capacity, such person should so indicate when signing and, unless waived by Cinergy, proper evidence satisfactory to Cinergy of its authority to so act must be submitted. By executing, or otherwise becoming bound by a Letter of Transmittal, each holder of the Old Debentures (other than certain specified holders) will represent that: o it is not our affiliate; o any New Debentures to be received by it were acquired in the ordinary course of business; and o it has no arrangement with any person to participate in the distribution (within the meaning of the Securities Act) of the New Debentures. If the tendering Holder is a broker-dealer that will receive New Debentures for its own account in exchange for Old Debentures that were acquired as a result of market-making activities or other trading activities, it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such New Debentures. See "--Resale of the New Debentures." Acceptance of Old Debentures for Exchange; Delivery of New Debentures Upon satisfaction or waiver of all of the conditions to the Exchange Offer, we will accept, promptly after the Expiration Date, all Old Debentures properly tendered and will issue the New Debentures promptly after acceptance of the Old Debentures. See "Certain Conditions to the Exchange Offer" below. For purposes of the Exchange Offer, we will be deemed to have accepted properly tendered Old Debentures for exchange if and when we have given oral or written notice thereof to the Exchange Agent. In all cases, issuance of New Debentures for Old Debentures that are accepted for exchange pursuant to the Exchange Offer will be made only after timely receipt by the Exchange Agent of certificates for such Old Debentures or a timely Book-Entry Confirmation of such Old Debentures into the Exchange Agent's account at DTC pursuant to the book-entry transfer procedures described below, a properly completed and duly executed Letter of Transmittal and all other required documents. If any tendered Old Debentures are not accepted for any reason set forth in the terms and conditions of the Exchange Offer or if certificates representing Old Debentures are submitted for a greater principal 26 amount than the Holder desires to exchange, such unaccepted or non-exchanged Old Debentures will be returned without expense to the tendering Holder thereof (or, in the case of Old Debentures tendered by book-entry transfer into the Exchange Agent's account at DTC pursuant to the book-entry transfer procedures described below, such non- exchanged Old Debentures will be credited to an account maintained with DTC) as promptly as practicable after the expiration or termination of the Exchange Offer. Book-Entry Transfer The Exchange Agent will make a request to establish an account with respect to the Old Debentures at DTC for purposes of the Exchange Offer promptly after the date of this prospectus. Any financial institution that is a participant in DTC's systems may make book-entry delivery of Old Debentures by causing DTC to transfer such Old Debentures into the Exchange Agent's account in accordance with DTC's Automated Tender Offer Program ("ATOP") procedures for transfer. However, the exchange for the Old Debentures so tendered will only be made after timely confirmation of such book-entry transfer of Old Debentures into the Exchange Agent's account, and timely receipt by the Exchange Agent of an Agent's Message (as such term is defined in the next sentence) and any other documents required by the Letter of Transmittal. The term "Agent's Message" means a message, transmitted by DTC and received by the Exchange Agent and forming a part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgment from a Participant tendering Old Debentures that are the subject of such Book-Entry Confirmation that such Participant has received and agrees to be bound by the terms of the Letter of Transmittal, and that we may enforce such agreement against such Participant. Although delivery of Old Debentures may be effected through book-entry transfer into the Exchange Agent's account at DTC, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees and any other required documents, must in any case be delivered to and received by the Exchange Agent at its address set forth under "--Exchange Agent" on or prior to the Expiration Date, or the guaranteed delivery procedure set forth below must be complied with. Delivery of documents to DTC in accordance with its procedures does not constitute delivery to the Exchange Agent. Guaranteed Delivery Procedures If a registered Holder of the Old Debentures desires to tender such Old Debentures and the Old Debentures are not immediately available, or time will not permit such Holder's Old Debentures or other required documents to reach the Exchange Agent before the Expiration Date, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected if: o the tender is made through an Eligible Institution; o prior to the Expiration Date, the Exchange Agent receives from such Eligible Institution a properly completed and duly executed Letter of Transmittal (or a facsimile thereof) and Notice of Guaranteed Delivery, substantially in the form provided by us (by telegram, telex, facsimile transmission, mail or hand delivery), setting forth the name and address of the Holder of Old Debentures and the amount of Old Debentures tendered, stating that the tender is being made thereby and guaranteeing that within five New York Stock Exchange ("NYSE") trading days after the date of execution of the Notice of Guaranteed Delivery, the certificates of all physically tendered Old Debentures, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and any other documents required by the Letter of Transmittal will be deposited by the Eligible Institution with the Exchange Agent; and o the certificates for all physically tendered Old Debentures, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and all other documents required by the Letter of Transmittal, are received by the Exchange Agent within five NYSE trading days after the date of execution of the Notice of Guaranteed Delivery. 27 Withdrawal Rights Tenders of Old Debentures may be withdrawn at any time prior to the Expiration Date. For a withdrawal to be effective, a written notice of withdrawal must be received by the Exchange Agent at one of the addresses set forth below under "Exchange Agent." Any such notice of withdrawal must specify: o the name of the person having tendered the Old Debentures to be withdrawn; o the Old Debentures to be withdrawn (including the principal amount of such Old Debentures); and o (where certificates for Old Debentures have been transmitted) the name in which such Old Debentures are registered, if different from that of the withdrawing Holder. If certificates for Old Debentures have been delivered or otherwise identified to the Exchange Agent, then, prior to the release of such certificates, the withdrawing Holder must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an Eligible Institution unless such Holder is an Eligible Institution. If Old Debentures have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Old Debentures and otherwise comply with the procedures of such facility. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by us, and our determination will be final and binding on all parties. Any Old Debentures so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Old Debentures which have been tendered for exchange but which are not exchanged for any reason will be returned to the Holder thereof without cost to such Holder (or, in the case of Old Debentures tendered by book-entry transfer into the Exchange Agent's account at DTC pursuant to the book-entry transfer procedures described above, such Old Debentures will be credited to an account maintained with DTC for the Old Debentures) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Old Debentures may be re-entered by following one of the procedures described under "Procedures for Tendering Old Debentures" above at any time on or prior to the Expiration Date. Certain Conditions to the Exchange Offer Notwithstanding any other provisions of the Exchange Offer, we are not required to accept for exchange, or to issue New Debentures in exchange for, any Old Debentures and may terminate or amend the Exchange Offer, if at any time before the acceptance of such Old Debentures for exchange or the exchange of the New Debentures for such Old Debentures, such acceptance or issuance would violate applicable law or any interpretation of the Commission's staff. The condition in the paragraph immediately above is for our sole benefit and may be asserted by us regardless of the circumstances giving rise to such condition. Our failure at any time to exercise the foregoing rights is not to be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. In addition, we will not accept for exchange any Old Debentures tendered, and no New Debentures will be issued in exchange for any such Old Debentures, if at such time any stop order is threatened or in effect with respect to the Registration Statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act. 28 Exchange Agent Fifth Third Bank has been appointed as the Exchange Agent for the Exchange Offer. All executed Letters of Transmittal should be directed to the Exchange Agent at one of the addresses set forth below. Questions and requests for assistance, requests for additional copies of this prospectus or of the Letter of Transmittal and requests for Notices of Guaranteed Delivery should be directed to the Exchange Agent, addressed as follows: 29 Deliver To: Fifth Third Bank, Exchange Agent By Mail or By Hand: Fifth Third Center 38 Fountain Square Cincinnati, Ohio 45263 Attention: Corporate Trust Department By Facsimile: (513) 744-6785 Confirm by Telephone: (513) 579-5300 Delivery to an address other than as set forth above or transmission of instructions via facsimile other than as set forth above does not constitute a valid delivery. Fees and Expenses The principal solicitation is being made by mail; however, additional solicitation may be made by telegraph, telephone or in person by our officers, regular employees and affiliates. We will not pay any additional compensation to any such officers and employees who engage in soliciting tenders. We will not make any payment to brokers, dealers, or others soliciting acceptances of the Exchange Offer. However, we will pay the Exchange Agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection therewith. The estimated cash expenses to be incurred in connection with the Exchange Offer will be paid by us and are estimated in the aggregate to be $75,000. Transfer Taxes Holders who tender their Old Debentures for exchange will not be obligated to pay any transfer taxes in connection therewith, except that Holders who instruct us to register New Debentures in the name of, or request that Old Debentures not tendered or not accepted in the Exchange Offer to be returned to, a person other than the registered tendering Holder will be responsible for the payment of any applicable transfer tax thereon. Resale of the New Debentures Under existing interpretations of the Commission's staff contained in several no-action letters to third parties, the New Debentures would be freely transferable after the Exchange Offer without further registration under the Securities Act. However, any purchaser of Old Debentures who is an "affiliate" of Cinergy or who intends to participate in the Exchange Offer for the purpose of distributing the New Debentures: o will not be able to rely on the interpretation of the Commission's staff; o will not be able to tender its Old Debentures in the Exchange Offer; and 30 o must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the debentures unless such sale or transfer is made pursuant to an exemption from such requirements. By executing, or otherwise becoming bound by, the Letter of Transmittal each holder of the Old Debentures (other than certain specified holders) will represent that: o it is not our "affiliate"; o any New Debentures to be received by it were acquired in the ordinary course of its business; and o it has no arrangement with any person to participate in the distribution (within the meaning of the Securities Act) of the New Debentures. In addition, in connection with any resales of New Debentures, any participating broker-dealer who acquired debentures for its own account as a result of market-making or other trading activities must deliver a prospectus meeting the requirements of the Securities Act. The Commission has taken the position that participating broker-dealers may fulfill their prospectus delivery requirements with respect to the New Debentures (other than a resale of an unsold allotment from the original sale of the Old Debentures) with the prospectus contained in the Exchange Offer Registration Statement. Under the Registration Rights Agreement, we are required to allow participating broker-dealers and other persons, if any, subject to similar prospectus delivery requirements to use this prospectus as it may be amended or supplemented from time to time, in connection with the resale of such New Debentures. 31 CERTAIN UNITED STATES TAX CONSEQUENCES OF THE EXCHANGE OFFER The exchange of Old Debentures for New Debentures pursuant to the Exchange Offer will not result in any United States federal income tax consequences to Holders. When a Holder exchanges an Old Debenture for a New Debenture pursuant to the Exchange Offer, the Holder will have the same adjusted basis and holding period in the New Debenture as in the Old Debenture immediately before the exchange. PLAN OF DISTRIBUTION Each participating broker-dealer pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of New Debentures. This prospectus, as it may be amended or supplemented from time to time, may be used by a participating broker-dealer in connection with resales of New Debentures received in exchange for Old Debentures where such Old Debentures were acquired as a result of market-making activities or other trading activities. We have agreed that we will make this prospectus, as amended or supplemented, available to any participating broker-dealer for use in connection with any such resale and participating broker-dealers shall be authorized to deliver this prospectus for a period not exceeding 90 days after the Expiration Date. We will not receive any proceeds from any sales of the New Debentures by participating broker-dealers. New Debentures received by participating broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time, in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Debentures or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such participating broker-dealer that resells the New Debentures that were received by it for its own account pursuant to the Exchange Offer. Any broker or dealer that participates in a distribution of such New Debentures may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of New Debentures and any omissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a participating broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. We will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any participating broker-dealer that requests such documents in the Letter of Transmittal. See "The Exchange Offer." LEGAL MATTERS The validity of the debentures in respect of which this prospectus is being delivered will be passed on for Cinergy by Taft, Stettinius & Hollister LLP. EXPERTS The consolidated financial statements and schedule incorporated by reference in this prospectus, to the extent and for the periods indicated in their reports, have been audited by Arthur Andersen LLP, independent public accountants, and are incorporated herein by reference in reliance upon the authority of such firm as experts in accounting and auditing. Reference is made to said report, which includes an explanatory paragraph with respect to the change in method of accounting for energy trading and risk management activities effective December 31, 1998, as discussed in Note 1 to the consolidated financial statements. 32 ===================================================== You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. We are not making an offer of these securities in any state where the offer is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus. ----------------------- TABLE OF CONTENTS Page ---- Where You Can Find More Information.................2 Incorporation of Certain Documents by Reference.....................................2 Prospectus Summary..................................3 Use of Proceeds....................................10 Description of New Debentures......................11 The Exchange Offer.................................22 Certain United States Tax Consequences of the Exchange Offer..................................30 Plan of Distribution...............................30 Legal Matters......................................30 Experts............................................30 ===================================================== ===================================================== Cinergy Corp. --------------- Prospectus --------------- , 1999 ===================================================== PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 20. Indemnification of Directors and Officers. As a Delaware corporation subject to the Delaware General Corporation Law ("DGCL"), the Registrant is empowered by Section 145 of such law to indemnify officers and directors against certain expenses, liabilities and payments, as therein provided. 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 Sixth of the Registrant's Certificate of Incorporation provides limits to the personal liability of its directors for breach of fiduciary duties to the fullest extent permitted by the DGCL. The Registrant maintains an insurance policy covering its directors and officers against certain civil liabilities, including liabilities under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Item 21. Exhibits and Financial Statement Schedules (a) Exhibits (see index to exhibits at E-1). Item 22. Undertakings (a) The undersigned 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; and (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; (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) 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 II-1 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. (c) The undersigned Registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. (d) The undersigned Registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in Cincinnati, Ohio on the 9th day of July, 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 on Form S-4 has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ---------- ------------- (i) Principal executive officer: *James E. Rogers Vice Chairman, President and July 9, 1999 - --------------------------------- Chief Executive Officer James E. Rogers (ii) Principal financial officer: /s/ Madeleine W. Ludlow Vice President and Chief July 9, 1999 - --------------------------------- Financial Officer Madeleine W. Ludlow (iii) Principal accounting officer: /s/ Bernard F. Roberts Vice President and Comptroller July 9, 1999 - --------------------------------- Bernard F. Roberts (iv) Directors *Neil A. Armstrong Director July 9, 1999 *James K. Baker Director July 9, 1999 *Michael G. Browning Director July 9, 1999 *Phillip R. Cox Director July 9, 1999 *Kenneth M. Duberstein Director July 9, 1999 *Cheryl M. Foley Director July 9, 1999 II-3 Signature Title Date --------- -------- ------------ *John A. Hillenbrand II Director July 9, 1999 *George C. Juilfs Director July 9, 1999 *Melvin Perelman Director July 9, 1999 *Thomas E. Petry Director July 9, 1999 *Jackson H. Randolph Director July 9, 1999 *James E. Rogers Director July 9, 1999 *John J. Schiff, Jr. Director July 9, 1999 *Philip R. Sharp Director July 9, 1999 *Van P. Smith Director July 9, 1999 *Dudley S. Taft Director July 9, 1999 *Oliver W. Waddell Director July 9, 1999 *By:/s/ William L. Sheafer ------------------------------------- William L. Sheafer, Attorney-in-fact II-4 EXHIBIT INDEX Exhibit No. Document - ---------- -------- 1.1 Registration Rights Agreement dated as of April 16, 1999 among Cinergy, Salomon Smith Barney Inc., Barclays Capital Inc., Chase Securities Inc. and Morgan Stanley & Co. Incorporated, as initial purchasers. *3.1.1 Certificate of Incorporation (Exhibit to Cinergy's 1993 Form 10-K). *3.1.2 By-laws (Exhibit to Cinergy's December 7, 1998 Form 8-K). *4.2 Indenture, dated as of April 15, 1999 between Cinergy and the Trustee (Exhibit to Cinergy's Form 10-Q for the three months ended March 31, 1999). 5.1 Opinion of Taft, Stettinius & Hollister LLP with respect to the New Debentures. 12.1 Computation of Ratio of Earnings to Fixed Charges. *21.1 Subsidiaries of Cinergy (Exhibit to Cinergy's 1998 Form 10-K). 23.1 Consent of Taft, Stettinius & Hollister LLP (contained in their opinion filed as Exhibit 5.1). 23.2 Consent of Arthur Andersen LLP 24.1 Powers of Attorney. 24.2 Certified copy of a resolution of Cinergy's Board of Directors. 25.1 Statement of Eligibility of Fifth Third Bank on Form T-1. 99.1 Form of Letter of Transmittal. 99.2 Form of Notice of Guaranteed Delivery. 99.3 Form of Letter to Clients. 99.4 Form of Letter to Nominees. 99.5 Form of Instructions to Registered Holder and/or Book-Entry Transfer Participant from Owner. - --------- * Incorporated by reference as indicated. E-1 EX-1.1 2 EXHIBIT 1.1 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of April 16, 1999 (this "Agreement"), among CINERGY CORP., a Delaware corporation (the "Company") and SALOMON SMITH BARNEY INC., BARCLAYS CAPITAL INC., CHASE SECURITIES INC., AND MORGAN STANLEY & CO. INCORPORATED as the initial purchasers (the "Initial Purchasers") of the 6.125% Debentures due 2004 of the Company. This Agreement is made pursuant to the Purchase Agreement, dated as of April 13, 1999, among the Company and the Initial Purchasers (the "Purchase Agreement"). In order to induce the Initial Purchasers to enter into the Purchase agreement, the Company has agreed to provide the registration rights provided for in the Agreement to the Initial Purchasers and their respective direct and indirect transferees. The execution of the Agreement is a condition to the closing of the transactions contemplated by the Purchase Agreement. 1. Certain Definitions. For purposes of this Registration Rights Agreement, the following terms shall have the following respective meanings: (a) "Closing Date" means the date on which the Debentures are initially issued. (b) "Commission" means the Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose. (c) "Debentures" means the 6.125% Debentures due 2004, to be issued under the Indenture and sold by the Company to the Initial Purchasers, and Debentures (other than Exchange Debentures) issued in exchange therefor or in lieu thereof pursuant to the Indenture. (d) "Effectiveness Period" means the period commencing with the date hereof and ending on the date that all Debentures have ceased to be Registrable Debentures. (e) "Effective Time", in the case of (i) an Exchange Offer, means the time and date as of which the Commission declares the Exchange Offer Registration Statement effective or as of which the Exchange Offer Registration Statement otherwise becomes effective and (ii) a Shelf Registration, means the time and date as of which the Commission declares the Shelf Registration effective or as of which the Shelf Registration otherwise becomes effective. (f) "Exchange Act" means the Securities Exchange Act of 1934, or any successor thereto, as the same shall be amended from time to time. (g) "Exchange Offer" has the meaning assigned thereto in Section 2(a). (h) "Exchange Offer Registration Statement" has the meaning assigned thereto in Section 2(a). (i) "Exchange Registration" has the meaning assigned thereto in Section 3(f). (j) "Exchange Debentures" has the meaning assigned thereto in Section 2(a). (k) "Holder" means each Initial Purchaser for so long as it owns any Registrable Debentures, and such of its respective successors and assigns who acquire Registrable Debentures, directly or indirectly, from such person or from any successor or assign of such person, in each case for so long as such person owns any Registrable Debentures. (l) "Indenture" means the Indenture, dated as of April 16, 1999, between the Company and The Fifth Third Bank, as Trustee, as the same shall be amended from time to time. (m) "Initial Purchasers" mean Salomon Smith Barney Inc., Barclays Capital Inc., Chase Securities Inc. and Morgan Stanley & Co. Incorporated. (n) "Person" means a corporation, association, partnership, limited liability company, business, individual, or any other entity or organization, including any government or political subdivision thereof or governmental agency. (o) "Purchase Agreement" means the Purchase Agreement dated as of April 13, 1999 among the Company and the Initial Purchasers. 2 (p) "Registrable Debentures" means the Debentures; provided, however, that the Debentures shall cease to be Registrable Debentures when (i) the Debentures have been exchanged for Exchange Debentures in an Exchange Offer as contemplated in Section 2(a); (ii) in the circumstances contemplated by Section 2(b), a registration statement registering the Debentures under the Securities Act has been declared or becomes effective and the Debentures have been sold or otherwise transferred by the holder thereof pursuant to such effective registration statement; (iii) the Debentures are sold pursuant to Rule 144 under circumstances in which any legend borne by the Debentures relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed or the Debentures are eligible to be sold pursuant to paragraph (k) of Rule 144; or (iv) the Debentures shall cease to be outstanding. (q) "Registration Default" has the meaning assigned thereto in Section 2(c). (r) "Additional Interest" has the meaning assigned thereto in Section 2(c). (s) "Registration Expenses" has the meaning assigned thereto in Section 4. (t) "Resale Period" means the period beginning on the date the Shelf Registration becomes effective and ending on the earlier of (i) the Shelf Registration ceasing to be effective or (ii) the second anniversary of the Closing Date. (u) "Restricted Holder" means (i) a holder that is an affiliate of the Company within the meaning of Rule 405, (ii) a holder who acquires Exchange Debentures outside the ordinary course of such holder's business, (iii) a holder who has arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing Exchange Debentures, or (iv) a broker-dealer who receives Debentures for its own account but did not acquire the Debentures as a result of market-making activities or other trading activities. (v) "Rule 144," "Rule 405" and "Rule 415" means, in each case, such rule promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC. 3 (w) "Securities Act" means the Securities Act of 1933 and the rules and regulations promulgated by the SEC thereunder, all as the same shall be amended from time to time. (x) "Shelf Registration Statement" has the meaning assigned thereto in Section 2(b). (y) "Trust Indenture Act" means the Trust Indenture Act of 1939, or any successor thereto, and the rules, regulations and forms promulgated thereunder, all as the same shall be amended from time to time. Unless the context otherwise requires, any reference herein to a "Section" or "clause" refers to a Section or clause, as the case may be, of this Agreement, and the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision. Unless the context otherwise requires, any reference to a statute, rule or regulation refers to the same (including any successor statute, rule or regulation thereto) as it may be amended from time to time. 2. Registration Under the Securities Act. (a) Except as set forth in Section 2(b), the Company agrees to use its reasonable best efforts to file under the Securities Act a registration statement (the "Exchange Offer Registration Statement") relating to an offer to exchange (the "Exchange Offer") any and all of the Debentures for a like aggregate amount of Debentures issued by the Company, which have the same terms as the Debentures (and are entitled to the benefits of a trust indenture which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act, do not contain restrictions on transfers and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new Debentures hereinafter called "Exchange Debentures"). The Company agrees to use its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act within 180 days after the Closing Date. The Company agrees to use its reasonable best efforts to register the Exchange Offer under the Securities Act on the appropriate form and to comply with all applicable requirements of the Securites Act, the Exchange Act and other applicable laws in connection with the Exchange Offer. The Company further agrees to use its reasonable best efforts to commence and 4 complete the Exchange Offer promptly after the Exchange Offer Registration Statement has become effective for all Debentures that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed completed only (i) if the Exchange Debentures received by holders (other than Restricted Holders) in the Exchange Offer for Debentures are, upon receipt, transferable by each such holder without restriction imposed thereon by the Securities Act or the Exchange Act and without material restrictions imposed thereon by the blue sky or securities laws of a substantial majority of the States of the United States of America and (ii) upon the Company having exchanged, pursuant to the Exchange Offer, Exchange Debentures for all Debentures that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 days following the commencement of the Exchange Offer. (b) If (i) because of any change in law or in applicable interpretations by the staff of the Commission, the Company is not permitted to effect the Exchange Offer or (ii) in the case of any holder, other than a Restricted Holder, that participates in the Exchange Offer, such holder does not receive Exchange Debentures on the date of the exchange that may be sold without restriction under state and federal securities laws (other than due solely to the status of such holder as an affiliate of the Company within the meaning of the Securities Act), then in addition to or in lieu of conducting the Exchange Offer contemplated by Section 2(a), the Company shall file under the Securities Act as promptly as practicable a "shelf" registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Debentures, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (the "Shelf Registration Statement"). The Company agrees to use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) the second anniversary of the Closing Date or (ii) such time as there are no longer any Registrable Debentures outstanding. The Company further agrees to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the holders of the Registrable Debentures copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. 5 (c) If any of the following events (any such event a "Registration Default") shall occur, then, as liquidated damages, additional interest (the "Additional Interest") shall become payable in respect of the Debentures as follows: (i) if the Exchange Offer Registration Statement or a Shelf Registration Statement is not filed with the Commission within 120 days following the Closing Date, then commencing on the 121st day after the Closing Date, Additional Interest shall accrue on the principal amount of the Debentures at a rate of 0.25% per annum; or (ii) if neither the Exchange Offer Registration Statement nor a Shelf Registration Statement is declared effective by the Commission on or prior to the 180th day following the Closing Date, then commencing on the 181st day after the Closing Date, Additional Interest shall accrue on the principal amount of the Debentures at a rate of 0.25% per annum; or (iii) if either (A) the Company has not exchanged Exchange Debentures for all Debentures validly tendered and not withdrawn, in accordance with the terms of the Exchange Offer, on or prior to 35 days after the date on which the Exchange Offer Registration Statement was declared effective, or (B) if applicable, the Shelf Registration Statement has been declared effective but such Shelf Registration Statement ceases to be effective at any time prior to two years from the Closing Date, then commencing on (x) the 36th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above, Additional Interest shall accrue on the principal amount of Debentures at a rate of 0.25% per annum. provided, however, that the Additional Interest rate on the Debentures, shall not exceed in the aggregate 0.25% per annum; provided further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (ii) above), (3) upon the exchange of Exchange Debentures for all Debentures validly tendered and not withdrawn (in the case of clause (iii) (A) above), or upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii) (B) above), or (4) upon 6 the termination of certain transfer restrictions on the Debentures as a result of the application of Rule 144(k), Additional Interest on the Debentures as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. (d) Any reference herein to a registration statement shall be deemed to include any document incorporated therein by reference as of the applicable Effective Time and any reference herein to any post-effective amendment to a registration statement shall be deemed to include any document incorporated therein by reference as of a time after such Effective Time. (e) Notwithstanding any other provision of this Agreement, no holder of Registrable Debentures who does not comply with the provisions of Section 3(d), if applicable, shall be entitled to receive Additional Interest unless and until such holder complies with the provisions of such section, if applicable. 3. Registration Procedures. The following provisions shall apply to registration statements filed pursuant to Section 2: (a) At or before the Effective Time of the Exchange Offer or the Shelf Registration Statement, as the case may be, the Company shall qualify the Indenture under the Trust Indenture Act. (b) In connection with the Company's obligations with respect to the Shelf Registration Statement, if applicable, the Company shall, as soon as reasonably practicable (or as otherwise specified herein): (i) prepare and file with the Commission a registration statement with respect to the Shelf Registration Statement on any form which may be utilized by the Company and which shall permit the disposition of the Registrable Debentures in accordance with the intended method or methods thereof, as specified in writing by the holders of the Registrable Debentures, and use its reasonable best efforts to cause such registration statement to become effective as soon as practicable thereafter; (ii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus included therein as may be necessary to effect and 7 maintain the effectiveness of such registration statement for the period specified in Section 2(b) and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such registration statement, and furnish to the holders of the Registrable Debentures copies of any such supplement or amendment simultaneously with or prior to its being used or filed with the Commission; (iii) comply, as to all matters within the Company's control, with the provisions of the Securities Act with respect to the disposition of all of the Registrable Debentures covered by such registration statement in accordance with the intended methods of disposition by the holders thereof provided for in such registration statement; (iv) provide to any of (A) the holders of the Registrable Debentures to be included in such registration statement, (B) the underwriters (which term, for purposes of this Agreement, shall include a person deemed to be an underwriter within the meaning of Section 2(11) of the Securities Act), if any, thereof, (C) the sales or placement agent, if any, therefor, (D) counsel for such underwriters or agent and (E) not more than one counsel for all the holders of such Registrable Debentures who so request of the Company in writing the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission and each amendment or supplement thereto; (v) for a reasonable period prior to the filing of such registration statement, and throughout the Resale Period, make available at reasonable times at the Company's principal place of business or such other reasonable place for inspection by the persons referred to in Section 3(b)(iv), who shall certify to the Company that they have a current intention to sell their Registrable Debentures pursuant to the Shelf Registration Statement, such financial and other information and books and records of the Company, and cause the officers, employees, counsel and independent certified public accountants of the Company to respond to such inquiries, as shall be reasonably necessary, in the judgment of the respective counsel referred to in such Section, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that each such party shall be required to maintain in confidence and not to disclose to 8 any other person any information or records reasonably designated by the Company in writing as being confidential, until such time as (A) such information becomes a matter of public record (whether by virtue of its inclusion in such registration statement or otherwise), or (B) such person shall be required so to disclose such information pursuant to a subpoena or order of any court or other governmental agency or body having jurisdiction over the matter (subject to the requirements of such order, and only after such person shall have given the Company prompt prior written notice of such requirement and the opportunity to contest the same or seek an appropriate protective order), or (C) such information is required to be set forth in such registration statement or the prospectus included therein or in an amendment to such registration statement or an amendment or supplement to such prospectus in order that such registration statement, prospectus, amendment or supplement, as the case may be, does not contain an untrue statement of a material fact or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (vi) promptly notify the selling holders of Registrable Debentures, the sales or placement agent, if any, therefor and the managing underwriter or underwriters, if any, thereof named in the Shelf Registration Statement or a supplement thereto, and confirm such notice in writing, (A) when such registration statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective, (B) of the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or the initiation or written threat of any proceedings for that purpose, (C) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Debentures for sale in any jurisdiction or the initiation or written threat of any proceeding for such purpose, or (D) at any time when a prospectus is required to be delivered under the Securities Act, that such registration statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder; 9 (vii) use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement or any post-effective amendment thereto at the earliest practicable date; (viii) if requested by any managing underwriter or underwriters, any placement or sales agent or any holder of Registrable Debentures, promptly incorporate in a prospectus supplement or post-effective amendment such information as is required by the applicable rules and regulations of the Commission relating to the terms of the sale of such Registrable Debentures, including information with respect to the principal amount of Registrable Debentures being sold by such holder or agent or to any underwriters, the name and description of such holder, agent or underwriter, the offering price of such Registrable Debentures and any discount, commission or other compensation payable in respect thereof, the purchase price being paid therefor by such underwriters and with respect to any other terms of the offering of the Registrable Debentures to be sold by such holder or agent or to such underwriters; and make all required filings of such prospectus supplement or post-effective amendment promptly after notification of the matters to be incorporated in such prospectus supplement or post-effective amendment; (ix) furnish to each holder of Registrable Debentures, each placement or sales agent, if any, therefor, each underwriter, if any, thereof and the respective counsel referred to in Section 3(b)(iv) an executed copy (or, in the case of a holder of Registrable Debentures, a conformed copy) of such registration statement, each such amendment or supplement thereto (in each case including all exhibits thereto) and such number of copies of such registration statement (excluding exhibits thereto) and of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity in all material respects with the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder; and the Company hereby consents to the use of such prospectus (including any such preliminary or summary prospectus) and any amendment or supplement thereto by each such holder and by any such agent and underwriter, in each case in the form most recently provided to such person by the Company in connection with the offering and sale of the Registrable Debentures covered by the prospectus (including any 10 such preliminary or summary prospectus) or any supplement or amendment thereto; and (x) use its reasonable best efforts to (A) register or qualify the Registrable Debentures to be included in such registration statement under such securities laws or blue sky laws of such United States jurisdictions as any holder of such Registrable Debentures and each placement or sales agent, if any, therefor and underwriter, if any, thereof shall reasonably request, and (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions during the period the Shelf Registration Statement is required to remain effective under Section 2(b) and for so long as may be necessary to enable any such holder, agent or underwriter to complete its distribution of Debentures pursuant to such registration statement but in any event not later than the date through which the Company is required to keep the Shelf Registration Statement effective pursuant to Section 2(b); provided, however, that the Company shall not be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(b)(x), (2) consent to general service of process in any such jurisdiction or (3) make any changes to its certificate of incorporation or by-laws or any agreement between it and its stockholders. In case any of the foregoing obligations is dependent upon information provided or to be provided by a party other than the Company, such obligation shall be subject to the provision of such information by such party; provided that the Company shall use its reasonable best efforts to obtain the necessary information from any party responsible for providing such information. (c) In the event that the Company would be required, pursuant to Section 3(b)(vi)(D), to notify the selling holders of Registrable Debentures, the placement or sales agent, if any, therefor or the managing underwriters, if any, thereof named in the Shelf Registration Statement or a supplement thereto of the existence of the circumstances described therein, the Company shall promptly prepare and furnish to each such holder, to each placement or sales agent, if any, and to each such underwriter, if any, a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of Registrable Debentures, such prospectus shall conform in all material 11 respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder. Each holder of Registrable Debentures agrees that upon receipt of any notice from the Company, pursuant to Section 3(b)(vi)(D), such holder shall forthwith discontinue (and cause any placement or sales agent or underwriters acting on their behalf to discontinue) the disposition of Registrable Debentures pursuant to the registration statement applicable to such Registrable Debentures until such holder (i) shall have received copies of such amended or supplemented prospectus and, if so directed by the Company, such holder shall deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holder's possession of the prospectus covering such Registrable Debentures at the time of receipt of such notice or (ii) shall have received notice from the Company that the disposition of Registrable Debentures pursuant to the Shelf Registration Statement may continue. (d) The Company may require each holder of Registrable Debentures as to which any registration pursuant to Section 2(b) is being effected to furnish to the Company such information regarding such holder and such holder's intended method of distribution of such Registrable Debentures as the Company may from time to time reasonably request in writing, but only to the extent that such information is required in order to comply with the Securities Act. Each such holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such holder to the Company or of the occurrence of any event in either case as a result of which any prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such holder or such holder's intended method of disposition of such Registrable Debentures or omits to state any material fact regarding such holder or such holder's intended method of disposition of such Registrable Debentures required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company any additional information required to correct and update any previously furnished information or required so that such prospectus shall not contain, with respect to such holder or the disposition of such Registrable Debentures, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (e) Until the expiration of two years after the Closing Date, the Company will not, and will not permit any of its "affiliates" (as defined in Rule 144) to resell any of the Debentures that have been reacquired by any 12 of them except pursuant to an effective registration statement under the Securities Act. (f) In connection with the Company's obligations with respect to the registration of Exchange Debentures as contemplated by Section 2(a) (the "Exchange Registration"), if applicable, the Company shall, as soon as reasonably practicable (or as otherwise specified): (i) prepare and file with the Commission such amendments and supplements to the Exchange Offer Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness thereof for the periods and purposes contemplated in Section 2(a) hereof and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of the Exchange Offer Registration Statement, and promptly provide each broker-dealer holding Exchange Debentures with such number of copies of the prospectus included therein (as then amended or supplemented), in conformity in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, as such broker-dealer reasonably may request for use in connection with resales of Exchange Debentures; (ii) promptly notify each broker-dealer that has requested or received copies of the prospectus included in the Exchange Offer Registration Statement, and confirm such advice in writing, (A) when any prospectus amendment or supplement or post-effective amendment to the Exchange Offer Registration Statement has been filed, and, with respect to any post-effective amendment to the Exchange Offer Registration Statement, when the same has become effective, (B) of the issuance by the Commission of any stop order suspending the effectiveness of the Exchange Offer Registration Statement or the initiation or threatening of any proceedings for that purpose, (C) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Exchange Debentures for sale in any United States jurisdiction or the initiation or threatening in writing of any proceeding for such purpose, or (D) at any time when a prospectus is required to be delivered under the Securities Act, that the Exchange Offer Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of 13 the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder; (iii) in the event that the Company would be required, pursuant to Section 3(f)(ii)(D), to notify any broker-dealers holding Exchange Debentures, promptly prepare and furnish to each such holder a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of such Exchange Debentures, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder or notify such broker-dealers that the offer and sale of Exchange Debentures pursuant to the Exchange Offer Registration Statement may continue; (iv) use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of the Exchange Offer Registration Statement or any post-effective amendment thereto at the earliest practicable date; (v) use its reasonable best efforts to register or qualify the Exchange Debentures under the securities laws or blue sky laws of such jurisdictions as are contemplated by Section 2(a) no later than the commencement of the Exchange Offer, provided, however, that the Company shall not be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(f)(v), (2) consent to general service of process in any such jurisdiction or (3) make any changes to its certificate of incorporation or by-laws or any agreement between it and its stockholders; and (vi) make generally available to its security holders as soon as practicable but no later than eighteen months after the effective date of such registration statement, an earning statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder). In case any of the foregoing obligations is dependent upon information provided or to be provided by a party other than the Company, such obligation shall be subject to the provision of such information; provided that the Company shall use 14 its reasonable best efforts to obtain the necessary information from any party responsible for providing such information. 4. Registration Expenses. The Company agrees to bear and to pay or cause to be paid promptly upon request being made therefor all expenses incident to the Company's performance of or compliance with this Agreement, including (a) all Commission and any NASD registration and filing fees and expenses, (b) all fees and expenses in connection with the qualification of the Debentures or Exchange Debentures for offering and sale under the State securities and blue sky laws referred to in Section 3(b)(x) and Section 3(f)(v) hereof, including reasonable fees and disbursements of one counsel for the placement or sales agent or underwriters, if any, in connection with such qualifications, (c) all expenses relating to the preparation, printing, distribution and reproduction of each registration statement required to be filed hereunder, each prospectus included therein or prepared for distribution pursuant hereto, each amendment or supplement to the foregoing, the certificates representing the Debentures and all other documents relating hereto, (d) fees and expenses of the Trustee under the Indenture, and of any escrow agent or custodian, (e) internal expenses (including all salaries and expenses of the Company's officers and employees performing legal or accounting duties), (f) fees, disbursements and expenses of counsel and independent certified public accountants of the Company (including the expenses of any opinions or "cold comfort" letters required by or incident to such performance and compliance) and (g) reasonable fees, disbursements and expenses of one counsel for the holders of Registrable Debentures retained in connection with a Shelf Registration Statement, as selected by the holders of at least a majority in aggregate principal amount of the Registrable Debentures being registered and approved by the Company, and fees, expenses and disbursements of any other persons, including special experts, retained by the Company in connection with such registration (collectively, the "Registration Expenses"). To the extent that any Registration Expenses are incurred, assumed or paid by any holder of Registrable Debentures or any placement or sales agent therefor or underwriter thereof, the Company shall reimburse such person for the full amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of a documented request therefor. Notwithstanding the foregoing, the holders of the Registrable Debentures being registered shall pay all agency fees and commissions and underwriting discounts and commissions attributable to the sale of such Registrable Debentures and the fees and disbursements of any counsel or other advisors or experts retained by such holders (severally or jointly), other than the counsel and experts specifically referred to above. 5. Representations and Warranties 15 The Company represents and warrants to, and agrees with, the Initial Purchasers and each of the holders from time to time of Registrable Debentures that: (a) Each registration statement covering Registrable Debentures and each prospectus (including any preliminary or summary prospectus) contained therein or furnished pursuant to Section 3(c) or Section 3(f) hereof and any further amendments or supplements to any such registration statement or prospectus, when it becomes effective or is filed with the Commission, as the case may be, and, in the case of an underwritten offering of Registrable Debentures, at the time of the closing under the underwriting agreement relating thereto, will conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and at all times subsequent to the Effective Time when a prospectus would be required to be delivered under the Securities Act, other than from such time as a notice has been given to holders of Registrable Debentures pursuant to Section 3(b)(vi)(D) or Section 3(f)(ii)(D) hereof until such time as the Company furnishes an amended or supplemented prospectus pursuant to Section 3(c) or Section 3(f)(iii) hereof or such time as the Company provides notice that offers and sales pursuant to the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, may continue, each such registration statement, and each prospectus (including any summary prospectus) contained therein or furnished pursuant to Section 3(b) or Section 3(f) hereof, as then amended or supplemented, will conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of a holder of Registrable Debentures expressly for use therein. (b) Any documents incorporated by reference in any prospectus referred to in Section 5(a) hereof, when they become or became effective or are or were filed with the Commission, as the case may be, will conform or conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and none of such documents will contain or contained an untrue statement of a material fact or will omit or omitted to state a material fact required to be stated therein 16 or necessary to make the statements therein not misleading, provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by a holder of Registrable Debentures expressly for use therein. (c) The compliance by the Company with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not contravene any provision of applicable law or the certificate of incorporation or by-laws of the Company or, except to the extent that any such contravention would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, any indenture or instrument relating to indebtedness for money borrowed or any agreement to which the Company is a party or any order, rule, regulation or decree of any court or governmental agency or authority located in the United States having jurisdiction over the Company or any property of the Company; and, to the best knowledge of the Company, no consent, authorization or order of, or filing or registration with, any court or governmental agency or authority is required for the consummation by the Company of the transactions contemplated by this Agreement, except the registration under the Securities Act contemplated hereby, qualification of the Indenture, under the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under State securities or blue sky laws. (d) This Agreement has been duly authorized, executed and delivered by the Company. 6. Indemnification (a) In connection with an Exchange Offer Registration Statement or a Shelf Registration Statement, the Company agrees to indemnify and hold harmless each of the holders of Registrable Debentures included in such Exchange Offer Registration Statement or Shelf Registration Statement, and each person who is named in such Exchange Offer Registration Statement or Shelf Registration Statement or a supplement thereto as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Debentures and each person who controls any such person (each, a "Participant") from and against any and all losses, claims, damages and liabilities (including the fees and expenses of counsel in connection with any governmental or regulatory investigation or proceeding) caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement 17 under which such Registrable Debentures were registered under the Securities Act, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any such Participant, or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the Company by any Participant expressly for use therein. (b) In case any action shall be brought against any Participant, based upon any registration statement under which the Registrable Debentures were registered under the Securities Act, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any such Participant, or any amendment or supplement thereto and in respect of which indemnity may be sought against the Company, such Participant shall promptly notify the Company in writing, and the Company, upon the request of such Participant, shall assume the defense thereof on behalf of such Participant, including the employment of counsel and payment of all expenses. In any such action, any Participant shall have the right to employ its own counsel but the fees and expenses of such counsel shall be at the expense of such Participant unless (i) the employment of such counsel has been specifically authorized in writing by the Company or (ii) the named parties to any such action (including any impleaded parties) include both such Participant and the Company and such Participant shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company (it being understood, however, that the Company shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to one firm of local counsel) for all such Participants, which firm shall be designated in writing by you, and that such fees and expenses shall be reimbursed as they are incurred). The Company shall not be liable for indemnification (or contribution as provided below) with respect to the settlement of any such action effected without its written consent, but if settled with the written consent of the Company or if there be a final judgment for the plaintiff in any such action, the Company agrees to indemnify and hold harmless any Participant from and against any loss or liability by reason of such settlement or judgment (or to make contribution as provided below). (c) Each Participant agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers and any person controlling 18 the Company to the same extent as the foregoing indemnity from the Company to each Participant, but only with reference to information relating to such Participant furnished in writing by such Participant expressly for use in any registration statement under which such Registrable Debentures were registered under the Securities Act, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any such Participant, or any amendment or supplement thereto. In case any action shall be brought against the Company, any of its directors or any such officer or controlling person based on any registration statement under which such Registrable Debentures were registered under the Securities Act, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any such Participant, or any amendment or supplement thereto and in respect of which indemnity may be sought against any Participant, each Participant shall have the rights and duties given to the Company, and the Company, its directors or any such officer or controlling person shall have the rights and duties given to each Participant, by Section 6(b). (d) If the indemnification provided for in Section 6(a) is unavailable to any Participant or other indemnified party in respect of any losses, claims, damages or liabilities referred to therein, then the Company, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Participants on the other from the offering of the Registrable Debentures or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Participants on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Participants on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total purchasing discounts and commissions received by the Participants, in each case as set forth in any registration statement under which such Registrable Debentures were registered under the Securities Act, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any such Participant, or any amendment or supplement thereto. The relative fault of the Company and of the Participants shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Company or by the Participants and the 19 parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. (e) If the indemnification provided for in this Section 6 is sought solely by the Company under Section 6(c) hereof and there is no claim for indemnification by any Participant arising out of the same misstatement or omission and if such indemnification is unavailable to the Company in respect of any losses, claims, damages or liabilities referred to in Section 6(c), then the Participants, in lieu of indemnifying the Company, shall contribute to the amount paid or payable by the Company as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and of the Participants on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Participants on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Participants and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. (f) The Company and the Participants agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro rata allocation (even if the Participants were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the two immediately preceding paragraphs. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in such paragraphs shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6, no Participant shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Debentures purchased by it and distributed to the public were offered to the public in connection with the initial offering of the Debentures exceeds the amount of any damages which such Participant has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who is not guilty of such fraudulent misrepresentation. The Participants' obligations to contribute pursuant to this Section 6 are several in proportion to their respective purchasing percentages and not joint. 20 (g) The indemnity and contribution agreements contained in this Section 6 and the representations and warranties of the Company set forth in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Participant or by or on behalf of the Company, its directors or officers or any person controlling the Company and (iii) acceptance of and payment for any of the Registrable Debentures. 7. Rule 144. The Company covenants to the holders of Registrable Debentures that the Company shall use its reasonable best efforts to timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, all to the extent required from time to time to enable such holder to sell Registrable Debentures without registration under the Securities Act within the limitations of the exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Debentures in connection with that holder's sale pursuant to Rule 144, the Company shall deliver to such holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities under any section of the Exchange Act. 8. Miscellaneous. (a) No Inconsistent Agreements. The Company represents, warrants, covenants and agrees that it has not granted, and shall not grant, registration rights with respect to Registrable Debentures which would be inconsistent with the terms contained in this Agreement. (b) Notices. All notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, if delivered personally or by courier, or three days after being deposited in the mail (registered or certified mail, postage prepaid, return receipt requested) as follows: If to the Company, to it at 139 East Fourth Street, Cincinnati, Ohio 45202, Attn: Vice President and Treasurer; if to an Initial Purchaser, to it at the address for the Initial Purchasers set forth in the Purchase Agreement; and if to a holder, to the address of such holder set forth in the security register 21 or other records of the Company or to such other address as the Company or any such holder may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. (c) Parties in Interest. All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the respective successors and assigns of the parties hereto. In the event that any transferee of any holder of Registrable Debentures shall acquire Registrable Debentures, in any manner, whether by gift, bequest, purchase, operation of law or otherwise, such transferee shall, without any further writing or action of any kind, be deemed a party hereto for all purposes and such Registrable Debentures shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Debentures such transferee shall be entitled to receive the benefits of, and be conclusively deemed to have agreed to be bound by and to perform, all of the applicable terms and provisions of this Agreement. (d) Survival. The respective indemnities, agreements, representations, warranties and each other provision set forth in this Agreement or made pursuant hereto shall remain in full force and effect regardless of any investigation (or statement as to the results thereof) made by or on behalf of any holder of Registrable Debentures, any director, officer or partner of such holder, any agent or underwriter or any director, officer or partner thereof, or any controlling person of any of the foregoing, and shall survive delivery of and payment for the Registrable Debentures pursuant to the Purchase Agreement and the transfer and registration of Registrable Debentures by such holder and the consummation of an Exchange Offer. (e) LAW GOVERNING. THIS REGISTRATION RIGHTS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. (f) Headings. The descriptive headings of the several Sections and paragraphs of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement. (g) Entire Agreement; Amendments. This Agreement and the other writings referred to herein (including the Indenture) or delivered pursuant hereto which form a part hereof contain the entire understanding 22 of the parties with respect to its subject matter. This Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument duly executed by the Company and the holders of at least a majority in aggregate principal amount of the Registrable Debentures at the time outstanding. Each holder of any Registrable Debentures at the time or thereafter outstanding shall be bound by any amendment or waiver effected pursuant to this Section 8(g), whether or not any notice, writing or marking indicating such amendment or waiver appears on such Registrable Debentures or is delivered to such holder. (h) Inspection. For so long as this Agreement shall be in effect, this Agreement and a complete list of the names and addresses of all the holders of Registrable Debentures shall be made available for inspection and copying on any business day by any holder of Registrable Debentures for proper purposes only (which shall include any purpose related to the rights of the holders of Registrable Debentures under the Debentures, the Indenture and this Agreement) at the offices of the Company at the address thereof set forth in Section 8(b) above, or at the office of the Trustee under the Indenture. (i) Counterparts. This Agreement may be executed by the parties in counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. (j) Remedies. In the event of a breach by the Company of its obligations under this Agreement, each Holder of Registrable Debentures, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement; provided that the sole damages payable for a violation of the terms of this Agreement for which liquidated damages are expressly provided pursuant to Section 2(c) hereof shall be such liquidated damages. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate. 23 (k) Successors and Assigns. Any person who purchases any Registrable Debentures from an Initial Purchaser shall be deemed, for purposes of this Agreement, to be an assignee of such Initial Purchaser. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties and shall inure to the benefit of and be binding upon each Holder of any Registrable Debentures. (l) Severability. If any term, provision, covenant or restriction of this Agreement is held to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, illegal, void or unenforceable. (m) Attorneys' Fees. In any action or proceeding brought to enforce any provision of this Agreement, or where any provision hereof is validly asserted as a defense, the prevailing party, as determined by the court, shall be entitled to recover reasonable attorneys' fees in addition to any other available remedy. (n) Further Assurances. Each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all appropriate action, do or cause to be done all things reasonably necessary, proper or advisable under applicable law, and execute and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement and the other documents contemplated hereby and consummate and make effective the transactions contemplated hereby. (o) Termination. This Agreement and the obligations of the parties hereunder shall terminate upon the end of the Effectiveness Period, except for any liabilities or obligations under Sections 4 or 5 hereof and the obligations to make payments of and provide for liquidated damages under Section 2(c) hereof to the extent such damages accrue prior to the end of the Effectiveness Period, each of which shall remain in effect in accordance with their terms. 24 Agreed to and accepted as of the date referred to above. CINERGY CORP. By: /s/ William Sheafer -------------------------------- Name: William Sheafer Title: Vice President and Treasurer SALOMON SMITH BARNEY INC. BARCLAYS CAPITAL INC. CHASE SECURITIES INC. MORGAN STANLEY & CO. INCORPORATED By: SALOMON SMITH BARNEY INC. By: /s/ Robert Holloman ------------------------------------ Name: Robert Holloman Title: Managing Director 25 Cinergy Corp. Certificate I, William Sheafer, Vice President and Treasurer of Cinergy Corp., a Delaware corporation (the "Company"), hereby certify that I have authorized the issuance by the Company of $200,000,000 aggregate principal amount of 6.125% Debentures due 2004 (the "Debentures") pursuant to the resolutions of the Board of Directors of the Company adopted July 29, 1998 with terms and provisions as set forth in the Purchase Agreement, dated April 13, 1999, between the Company and Salomon Smith Barney Inc., Barclays Capital Inc., Chase Securities Inc. and Morgan Stanley & Co. Incorporated. April 16, 1999 /s/ William Sheafer ----------------------------------- Name: William Sheafer Title: Vice President and Treasurer EX-5.1 3 Exhibit 5.1 [LETTERHEAD OF TAFT, STETTINIUS & HOLLISTER LLP] July 12, 1999 Cinergy Corp. 139 E. Fourth Street Cincinnati, OH 45202 Dear Sirs: In connection with the registration under the Securities Act of 1933 (the "Act") of $200 million principal amount of 6.125% Debentures due 2004 (the "New Debentures") of Cinergy Corp., a Delaware corporation (the "Company"), to be issued in exchange for the Company's outstanding 6.125% Debentures due 2004 pursuant to (i) the Indenture (the "Indenture") dated as of April 15, 1999 between the Company and Fifth Third Bank, as trustee (the "Trustee"), and (ii) the Registration Rights Agreement dated as of April 16, 1999 (the "Registration Rights Agreement") by and among the Company and Salomon Smith Barney Inc., Barclays Capital Inc., Chase Securities Inc. and Morgan Stanley & Co. Incorporated, we, as your counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, we advise you that, in our opinion, the New Debentures have been duly authorized by the Company; and when the Securities and Exchange Commission declares the Company's Registration Statement on Form S-4 effective and the New Debentures have been duly executed, authenticated, issued and delivered in accordance with the terms of the Registration Rights Agreement and the Indenture, the New Debentures will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. The foregoing opinion is limited to the federal laws of the United States of America, the Delaware General Corporation Law and the laws of the State of New York, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. In connection with the foregoing, we have assumed that at the time of the issuance and delivery of the New Debentures there will not have occurred any change in law affecting the validity, legally binding character or enforceability of the New Debentures and that the issuance and delivery of the New Debentures, all of the terms of the New Debentures and the performance by the Company of its obligations thereunder will comply with applicable law and with each requirement or restriction imposed by any court or governmental body having jurisdiction over the Company and will not result in a default under or a breach of any agreement or instrument then binding upon the Company. In rendering the foregoing opinion, we have relied as to certain matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible, and we have assumed (i) that the Indenture has been duly authorized, executed and delivered by the Trustee, (ii) that the New Debentures will conform to the form thereof set forth in the Indenture, (iii) that the Trustee's certificates of authentication of the New Debentures will be manually signed by one of the Trustee's authorized officers and (iv) that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading "Legal Matters" in the Prospectus. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, /S/ TAFT, STETTINIUS & HOLLISTER LLP 12 EX-12.1 4 EXHIBIT 12.1 CINERGY CORP. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Three Months Ended 12 Months Ended December 31 March 31, ------------------------------------------------ 1999 1998 1997 1996 1995 1994 -------- -------- -------- -------- -------- -------- Earnings Available Net Income $127,245 $260,968 $362,638 $334,797 $347,182 $191,142 Plus: Preferred dividend requirements 1,364 6,517 12,569 23,180 30,853 35,559 Income Taxes 77,564 117,187 213,000 198,736 214,071 141,572 Interest on LOng-Term Debt 50,077 183,849 181,772 190,617 213,911 219,248 Other Interest 12,648 67,219 59,947 31,169 20,826 20,370 Interest Component of Rents(a) 2,690 10,760 10,482 9,494 10,039 10,552 -------- -------- -------- -------- -------- -------- Total Available $271,588 $646,500 $840,408 $787,993 $836,882 $618,443 ======== ======== ======== ======== ======== ======== Fixed Charges Interest Charges $ 82,725 $251,068 $241,719 $221,786 $234,737 $239,618 Interest Component of Rents(a) 2,690 10,760 10,482 9,494 10,039 10,552 -------- -------- -------- -------- -------- -------- Total Fixed Charges $ 65,415 $261,828 $252,201 $231,280 $244,776 $250,170 ======== ======== ======== ======== ======== ======== Ratio of Earnings to Fixed Charges 4.15 2.47 3.33 3.41 3.42 2.47 ======== ======== ======== ======== ======== ======== - --------- (a) Estimated interest component of rentals (1/3 of rentals was used where no readily defined interest element could be determined.
EX-23.2 5 EXHIBIT 23.2 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 ARTHUR ANDERSEN LLP Cincinnati, Ohio July 12, 1999 EX-24.1 6 EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Charles J. Winger, 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 of Cinergy Corp. on Form S-3 or such appropriate form as may be required, including any and all amendments and supplements thereto (the "Registration Statements"), for the registration of up to an aggregate of $400,000,000 principal amount or par value, as the case may be, of (i) senior unsecured indebtedness ("Senior Debentures"), (ii) junior unsecured subordinated debentures ("Subordinated Debentures"), (iii) securities representing undivided beneficial interests in one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Senior Debentures as assets, and/or (iv) preferred securities of one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Subordinated Debentures as assets, and to file such Registration Statements, 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 2nd day of February, 1999. /S/ NEIL A. ARMSTRONG Neil A. Armstrong POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Charles J. Winger, 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 of Cinergy Corp. on Form S-3 or such appropriate form as may be required, including any and all amendments and supplements thereto (the "Registration Statements"), for the registration of up to an aggregate of $400,000,000 principal amount or par value, as the case may be, of (i) senior unsecured indebtedness ("Senior Debentures"), (ii) junior unsecured subordinated debentures ("Subordinated Debentures"), (iii) securities representing undivided beneficial interests in one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Senior Debentures as assets, and/or (iv) preferred securities of one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Subordinated Debentures as assets, and to file such Registration Statements, 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 29th day of July, 1998. /S/ JAMES K. BAKER James K. Baker POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Charles J. Winger, 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 of Cinergy Corp. on Form S-3 or such appropriate form as may be required, including any and all amendments and supplements thereto (the "Registration Statements"), for the registration of up to an aggregate of $400,000,000 principal amount or par value, as the case may be, of (i) senior unsecured indebtedness ("Senior Debentures"), (ii) junior unsecured subordinated debentures ("Subordinated Debentures"), (iii) securities representing undivided beneficial interests in one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Senior Debentures as assets, and/or (iv) preferred securities of one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Subordinated Debentures as assets, and to file such Registration Statements, 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 29th day of July, 1998. /S/ MICHAEL G. BROWNING Michael G. Browning POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Charles J. Winger, 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 of Cinergy Corp. on Form S-3 or such appropriate form as may be required, including any and all amendments and supplements thereto (the "Registration Statements"), for the registration of up to an aggregate of $400,000,000 principal amount or par value, as the case may be, of (i) senior unsecured indebtedness ("Senior Debentures"), (ii) junior unsecured subordinated debentures ("Subordinated Debentures"), (iii) securities representing undivided beneficial interests in one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Senior Debentures as assets, and/or (iv) preferred securities of one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Subordinated Debentures as assets, and to file such Registration Statements, 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 29th day of July, 1998. /S/ PHILLIP R. COX Phillip R. Cox POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Charles J. Winger, 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 of Cinergy Corp. on Form S-3 or such appropriate form as may be required, including any and all amendments and supplements thereto (the "Registration Statements"), for the registration of up to an aggregate of $400,000,000 principal amount or par value, as the case may be, of (i) senior unsecured indebtedness ("Senior Debentures"), (ii) junior unsecured subordinated debentures ("Subordinated Debentures"), (iii) securities representing undivided beneficial interests in one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Senior Debentures as assets, and/or (iv) preferred securities of one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Subordinated Debentures as assets, and to file such Registration Statements, 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 29th day of July, 1998. /S/ KENNETH S. DUBERSTEIN Kenneth M. Duberstein POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Charles J. Winger, 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 of Cinergy Corp. on Form S-3 or such appropriate form as may be required, including any and all amendments and supplements thereto (the "Registration Statements"), for the registration of up to an aggregate of $400,000,000 principal amount or par value, as the case may be, of (i) senior unsecured indebtedness ("Senior Debentures"), (ii) junior unsecured subordinated debentures ("Subordinated Debentures"), (iii) securities representing undivided beneficial interests in one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Senior Debentures as assets, and/or (iv) preferred securities of one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Subordinated Debentures as assets, and to file such Registration Statements, 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 29th day of July, 1998. /S/ CHERYL M. FOLEY Cheryl M. Foley POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Charles J. Winger, 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 of Cinergy Corp. on Form S-3 or such appropriate form as may be required, including any and all amendments and supplements thereto (the "Registration Statements"), for the registration of up to an aggregate of $400,000,000 principal amount or par value, as the case may be, of (i) senior unsecured indebtedness ("Senior Debentures"), (ii) junior unsecured subordinated debentures ("Subordinated Debentures"), (iii) securities representing undivided beneficial interests in one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Senior Debentures as assets, and/or (iv) preferred securities of one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Subordinated Debentures as assets, and to file such Registration Statements, 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 29th day of July, 1998. /S/ JOHN A. HILLENBRAND II John A. Hillenbrand II POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Charles J. Winger, 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 of Cinergy Corp. on Form S-3 or such appropriate form as may be required, including any and all amendments and supplements thereto (the "Registration Statements"), for the registration of up to an aggregate of $400,000,000 principal amount or par value, as the case may be, of (i) senior unsecured indebtedness ("Senior Debentures"), (ii) junior unsecured subordinated debentures ("Subordinated Debentures"), (iii) securities representing undivided beneficial interests in one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Senior Debentures as assets, and/or (iv) preferred securities of one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Subordinated Debentures as assets, and to file such Registration Statements, 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 29th day of July, 1998. /S/ GEORGE C. JUILFS George C. Juilfs POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Charles J. Winger, 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 of Cinergy Corp. on Form S-3 or such appropriate form as may be required, including any and all amendments and supplements thereto (the "Registration Statements"), for the registration of up to an aggregate of $400,000,000 principal amount or par value, as the case may be, of (i) senior unsecured indebtedness ("Senior Debentures"), (ii) junior unsecured subordinated debentures ("Subordinated Debentures"), (iii) securities representing undivided beneficial interests in one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Senior Debentures as assets, and/or (iv) preferred securities of one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Subordinated Debentures as assets, and to file such Registration Statements, 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 29th day of July, 1998. /S/ MELVIN PERELMAN Melvin Perelman, Ph.D. POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Charles J. Winger, 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 of Cinergy Corp. on Form S-3 or such appropriate form as may be required, including any and all amendments and supplements thereto (the "Registration Statements"), for the registration of up to an aggregate of $400,000,000 principal amount or par value, as the case may be, of (i) senior unsecured indebtedness ("Senior Debentures"), (ii) junior unsecured subordinated debentures ("Subordinated Debentures"), (iii) securities representing undivided beneficial interests in one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Senior Debentures as assets, and/or (iv) preferred securities of one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Subordinated Debentures as assets, and to file such Registration Statements, 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 29th day of July, 1998. /S/ THOMAS E. PETRY Thomas E. Petry POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Charles J. Winger, 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 of Cinergy Corp. on Form S-3 or such appropriate form as may be required, including any and all amendments and supplements thereto (the "Registration Statements"), for the registration of up to an aggregate of $400,000,000 principal amount or par value, as the case may be, of (i) senior unsecured indebtedness ("Senior Debentures"), (ii) junior unsecured subordinated debentures ("Subordinated Debentures"), (iii) securities representing undivided beneficial interests in one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Senior Debentures as assets, and/or (iv) preferred securities of one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Subordinated Debentures as assets, and to file such Registration Statements, 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 February, 1999. /S/ JACKSON H. RANDOLPH Jackson H. Randolph POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Charles J. Winger, 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 of Cinergy Corp. on Form S-3 or such appropriate form as may be required, including any and all amendments and supplements thereto (the "Registration Statements"), for the registration of up to an aggregate of $400,000,000 principal amount or par value, as the case may be, of (i) senior unsecured indebtedness ("Senior Debentures"), (ii) junior unsecured subordinated debentures ("Subordinated Debentures"), (iii) securities representing undivided beneficial interests in one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Senior Debentures as assets, and/or (iv) preferred securities of one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Subordinated Debentures as assets, and to file such Registration Statements, 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 29th day of July, 1998. /S/ JAMES E. ROGERS James E. Rogers POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Charles J. Winger, 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 of Cinergy Corp. on Form S-3 or such appropriate form as may be required, including any and all amendments and supplements thereto (the "Registration Statements"), for the registration of up to an aggregate of $400,000,000 principal amount or par value, as the case may be, of (i) senior unsecured indebtedness ("Senior Debentures"), (ii) junior unsecured subordinated debentures ("Subordinated Debentures"), (iii) securities representing undivided beneficial interests in one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Senior Debentures as assets, and/or (iv) preferred securities of one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Subordinated Debentures as assets, and to file such Registration Statements, 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 29th day of July, 1998. /S/ JOHN J. SCHIFF, JR. John J. Schiff, Jr. POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Charles J. Winger, 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 of Cinergy Corp. on Form S-3 or such appropriate form as may be required, including any and all amendments and supplements thereto (the "Registration Statements"), for the registration of up to an aggregate of $400,000,000 principal amount or par value, as the case may be, of (i) senior unsecured indebtedness ("Senior Debentures"), (ii) junior unsecured subordinated debentures ("Subordinated Debentures"), (iii) securities representing undivided beneficial interests in one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Senior Debentures as assets, and/or (iv) preferred securities of one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Subordinated Debentures as assets, and to file such Registration Statements, 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 29th day of July, 1998. /S/ PHILIP R. SHARP Philip R. Sharp, Ph.D. POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Charles J. Winger, 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 of Cinergy Corp. on Form S-3 or such appropriate form as may be required, including any and all amendments and supplements thereto (the "Registration Statements"), for the registration of up to an aggregate of $400,000,000 principal amount or par value, as the case may be, of (i) senior unsecured indebtedness ("Senior Debentures"), (ii) junior unsecured subordinated debentures ("Subordinated Debentures"), (iii) securities representing undivided beneficial interests in one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Senior Debentures as assets, and/or (iv) preferred securities of one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Subordinated Debentures as assets, and to file such Registration Statements, 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 29th day of July, 1998. /S/ VAN P. SMITH Van P. Smith POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Charles J. Winger, 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 of Cinergy Corp. on Form S-3 or such appropriate form as may be required, including any and all amendments and supplements thereto (the "Registration Statements"), for the registration of up to an aggregate of $400,000,000 principal amount or par value, as the case may be, of (i) senior unsecured indebtedness ("Senior Debentures"), (ii) junior unsecured subordinated debentures ("Subordinated Debentures"), (iii) securities representing undivided beneficial interests in one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Senior Debentures as assets, and/or (iv) preferred securities of one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Subordinated Debentures as assets, and to file such Registration Statements, 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 29th day of July, 1998. /S/ DUDLEY S. TAFT Dudley S. Taft POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Charles J. Winger, 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 of Cinergy Corp. on Form S-3 or such appropriate form as may be required, including any and all amendments and supplements thereto (the "Registration Statements"), for the registration of up to an aggregate of $400,000,000 principal amount or par value, as the case may be, of (i) senior unsecured indebtedness ("Senior Debentures"), (ii) junior unsecured subordinated debentures ("Subordinated Debentures"), (iii) securities representing undivided beneficial interests in one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Senior Debentures as assets, and/or (iv) preferred securities of one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Subordinated Debentures as assets, and to file such Registration Statements, 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 29th day of July, 1998. /S/ OLIVER W.WADDELL Oliver W. Waddell EX-24.2 7 EXHIBIT 24.2 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 29, 1998, and that such resolution has not been amended and is in full force and effect on the date hereof: RESOLVED FURTHER 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 Charles J. Winger, Vice President and Chief Financial Officer, William L. Sheafer, Vice President and Treasurer, Cheryl M. Foley, Vice President, General Counsel and Corporate Secretary, and Jerome A. Vennemann, 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 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 8th day of April, 1999. /S/ JEROME A. VENNEMANN Jerome A. Vennemann Assistant Corporate Secretary EX-25.1 8 EXHIBIT 25.1 FORM T-1 File No. ____ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Statement of Eligibility Under the Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(B)(2) FIFTH THIRD BANK - ------------------------------------------------------------------------------ (Exact name of trustee as specified in its charter) Ohio - ------------------------------------------------------------------------------ (Jurisdiction of incorporation or organization if not a national bank) 31-0854433 - ------------------------------------------------------------------------------ (I.R.S. Employer Identification No.) 38 Fountain Square Plaza, Cincinnati, Ohio - ------------------------------------------------------------------------------ (Address of principal executive offices) 45263 - ------------------------------------------------------------------------------ (Zip Code) Paul L. Reynolds, 5th and Walnut Streets Cincinnati, Ohio, 45263 (513) 579-5300 - ------------------------------------------------------------------------------ (Name, address and telephone number of agent for service) CINERGY CORP. - ------------------------------------------------------------------------------ (Exact name of obligor as specified in its charter) Delaware - ------------------------------------------------------------------------------ (State or other jurisdiction of incorporation or organization) 31-1385023 - ------------------------------------------------------------------------------ (I.R.S. Employer Identification No.) 139 East Fourth Street, Cincinnati, Ohio - ------------------------------------------------------------------------------ (Address of principal executive offices) 45202 - ------------------------------------------------------------------------------ (Zip Code) 6.125% Debentures due 2004 - ------------------------------------------------------------------------------ (Title of the indenture securities) Item 1. General information. Furnish the following information as to the trustee - (a) Name and address of each examining or supervising authority to which it is subject. Ohio Superintendent of Banks State Office Tower 30 E. Broad Street Columbus, Ohio 43215 Federal Reserve Bank of Cleveland East Sixth Street and Superior Avenue Cleveland, Ohio 44101 Federal Deposit Insurance Corporation, Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. Items 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 14 and 15 are not applicable by virtue of the answer to Item 13. Item 13. Defaults by the obligor. (a) State whether there is or has been a default with respect to the securities under this indenture. Explain the nature of any such default. None. (b) If the Trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, or is trustee for more than one outstanding series of securities under the indenture, state whether there has been a default under any such indenture or series, identify the indenture or series affected, and explain the nature of any such default. None. 2 Item 16. List of Exhibits. List below all exhibits filed as a part of this statement of eligibility. (Exhibits identified in parentheses, on file with the Commission, are incorporated herein by reference as exhibits hereto.) (1) A copy of the Certificate of Incorporation of the trustee as now in effect. (2) A copy of the certificate of authority of the trustee to commence business. (Included in Exhibit 1) (3) A copy of the authorization of the trustee to exercise corporate trust powers. (4) A copy of the existing code of regulations of the trustee incorporating amendments to date. (5) A copy of each indenture referred to in Item 4. (6) The consent of the trustee required by Section 321 (b) of the Trust Indenture Act of 1939. (7) A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. (8) A copy of any order pursuant to which the foreign trustee is authorized to act as sole trustee under indentures qualified or to be qualified under the Act. (9) Foreign trustees are required to file a consent to service of process of Form F-X 3 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, Fifth Third Bank, a corporation organized and existing under the laws of the State of Ohio, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Cincinnati and the State of Ohio, on the 8th day of July, 1999. FIFTH THIRD BANK By: /s/ Kerry R. Byrne ------------------------------------ Kerry R. Byrne, Vice President and Trust Officer 4 EXHIBIT 1 CERTIFICATE OF INCORPORATION OF THE TRUSTEE AS NOW IN EFFECT CERTIFICATE OF AMENDED ARTICLES OF INCORPORATION OF FIFTH THIRD BANK F.K.A. The Fifth Third Bank George A. Schaefer, Jr., President and Paul L. Reynolds, Assistant Secretary, of the above named Ohio banking corporation do hereby certify that in a writing signed by all the shareholders who would be entitled to notice of a meeting held for that purpose, the following resolution to amend the Articles was adopted: RESOLVED, that the Articles of Incorporation, as amended, of The Fifth Third Bank, (the "Company"), be and the same hereby are amended so that Article First thereof shall henceforth be and read as follows: FIRST: The name of said Corporation shall be "Fifth Third Bank'. IN WITNESS WHEREOF, the above named officers, acting for and on behalf of the corporation, have hereto subscribed their names this 4th day of October 1998. By: /s/ George A. Schaefer, Jr. ------------------------------------ George A. Schaefer, Jr., President By: /s/ Paul L. Reynolds ----------------------------------- Paul L. Reynolds, Assistant Secretary Approved this 2nd day of November, 1999. /s/ W. Curtis Stitt - --------------------------------------- W. Curtis Stitt, Superintendent Division of Financial Institutions 5 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF THE FIFTH THIRD BANK George A. Schaefer, Jr., President and Phillip C. Long, Secretary to The Fifth Third Bank, an Ohio banking corporation, with its principal office located at Cincinnati, Hamilton County, Ohio, do hereby certify that a duly called meeting of the Board of Directors held on May 18, 1993, at which a quorum was present and at a special meeting of the shareholder on May 18, 1993, the following resolution to amend the Third Amended Articles of Incorporation which adopted by affirmative vote of all the Directors in attendance and by an unanimous vote of the sole shareholder. RESOLVED, that Article FOURTH of the Third Amendment Articles of Incorporation be and is hereby amended in its entirety to read as follows: FOURTH: The maximum number of shares with the corporation is authorized to have outstanding shall be Thirty-Two Thousand (32,000) shares with a par value of Two Thousand Two Hundred Dollars ($2,200.00) per share. IN WITNESS WHEREOF, said George A. Schaefer, Jr., President and Phillip C. Long, Secretary of The Fifth Third Bank, acting for and on behalf of said corporation have hereunto subscribed their names this 18th day of May , 1993. /s/ George A. Schaefer, Jr. --------------------------------------- George A. Schaefer, Jr., President Approved this 16th day of June, 1993 /s/ Allison M. Meeks - ------------------------------------ Allison M. Meeks, Superintendent /s/ Phillip C. Long --------------------------------------- Phillip C. Long, Secretary 6 THIRD AMENDED ARTICLES OF INCORPORATION OF THE FIFTH THIRD BANK FIRST: The name of said Corporation shall be "The Fifth Third Bank". SECOND: The place in Ohio where its principal office is to be located is Cincinnati, Hamilton County, and its principal business there transacted. THIRD: Said Corporation is formed for the purposes of (a) receiving on deposit or in trust, moneys, securities and other valuable property, on such terms as may be agreed, and of doing the business of a savings bank and of a trust company; (b) of disposing of box vaults for safekeeping of valuables by lease or otherwise; (c) of investing and loaning the funds of the company and those received by it on deposit or in trust; (d) of doing a commercial banking business; and, (e) of doing the business of a special plan bank, and in furtherance of said purposes, to exercise all the powers of which may be lawfully exercised by a corporation formed therefore, and to do all things necessary to incident thereto. FOURTH: The maximum number of shares which the corporation is authorized to have outstanding shall be Thirty-Two Thousand (32,000) shares with a par value of One Thousand Nine Hundred Dollars ($1,900.00) per share. FIFTH: These Amended Articles of Incorporation supersede and take the place of the existing Articles of Incorporation. 7 EXHIBIT 2 CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO COMMENCE BUSINESS (INCLUDED IN EXHIBIT 1) 8 EXHIBIT 3 A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE CORPORATE TRUST POWERS [See Attached] 9 STATE OF OHIO DIVISION OF FINANCIAL INSTITUTIONS This is to certify that Fifth Third Bank, Cincinnati, Ohio, organized under the laws of the State of Ohio has complied with the laws relating to trust companies under Section 1111.04 of the Ohio Revised Code and is qualified to exercise trust powers in Ohio. Witness my hand at Columbus, Ohio, this 1st day of July, 1999. /s/ F. Scott O'Donnell --------------------------------------- F. SCOTT O'DONNELL Superintendent Division of Financial Institutions 10 EXHIBIT 4 A COPY OF THE EXISTING CODE OF REGULATIONS OF THE TRUSTEE INCORPORATING AMENDMENTS TO DATE [See Attached] 11 Code of Regulations of Fifth Third Bank ARTICLE I STOCKHOLDERS Section 1. Meetings. The annual meeting of the Stockholders shall be held at the principal office of the Company at such hour, as may be fixed in the notice of such meeting, and on such date, not earlier than the second Tuesday of January or later than the third Tuesday of April of each year, as shall be fixed by the Board of Directors and communicated in writing to the Shareholders not later than twenty (20) days prior to such meeting. Section 2. Quorum. Stockholders, whether in person or by lawful proxies, representing a majority in amount of the outstanding stock of the Company, shall constitute a quorum at any stockholders' meeting. If there be less than a majority in amount of such stock at any meeting, the meeting may be adjourned from time to time. ARTICLE II DIRECTORS Section 1. Number. The Board of Directors shall be composed of eighteen (18) persons unless this number is changed by: (1) the Shareholders in accordance with the laws of Ohio or (2) the vote of a majority of the Directors in office. The Directors may increase the number to not more than twenty-four (24) persons and may decrease the number to not less than fifteen (15) persons. Any Director's office created by the Directors by reason of an increase in their number may be filled by action of a majority of the Directors in office. Section 2. Term. Directors shall hold office until the expiration of the term for which they were erected, and shall continue in office until their respective successors shall have been duly elected and qualified. Section 3. Qualifications and Compensation. No person shall serve as a Director who is not the owner of record of at least Five Hundred ($500.00) Dollars par value of stock of the Company. Each Director shall be entitled to receive such compensation for attendance at meetings of the Board of Directors of Committees thereof as the Board of Directors may, from time to time, fix. Section 4. Replacement or Removal. Directors may be replaced or removed as provided by Ohio Law, provided that Directors may be removed without cause only by an affirmative vote of not less than two-thirds (2/3) of the outstanding shares of the Company. Section 5. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the Board of Directors until an election to fill such vacancy is had. Section 6. Quorum. A majority of the whole authorized number of Directors, as the same shall be established from time to time in accordance with Section 1 of this Code of Regulations, shall constitute a quorum for a meeting of the Directors, except that a majority of the Directors in office constitute a quorum for the filling of a vacancy or vacancies of the Board. 12 Section 7. Election of Officers. The Board of Directors at the first meeting after the election of Directors may elect one of its own number Chairman of the Board and one of its own number Vice Chairman of the Board; and it shall elect one of its own number President. It may also elect one or more vice presidents (one or more of whom may be designated Executive Vice President and/or Senior Vice President and/or Vice President and Trust Officer), a Cashier, a Secretary, and a Treasurer, and it may appoint such other officers as the Board may deem advisable. Any two of said offices may be held by the same person. Officers so elected shall hold office during the term of the Board by whom they are elected, subject to the power of the Board to remove them at its discretion. They shall be bonded in such amount and with such survey or sureties as the Board of Directors shall require. Section 8. Meetings of the Board. Regular meetings of the Board of Directors shall be held on the third Tuesday of each month, or at such other times as may be determined by the Board of Directors. Except as otherwise provided by law, any business may be transacted at any regular meeting of the Board of Directors. Special meetings shall be held upon the call of the Chairman of the Board, if one be elected, or by the President, or in their absence, by a Vice President or any three (3) Directors. Section 9. Notice of Meetings. The Secretary shall give notice of each meeting of the Board of Directors, whether regular or special, to each member of the Board. Section 10. Committees. Section 10.1 Executive Committee. The Board of Directors shall appoint any Executive Committee consisting of at least three (3) members, all of whom may be members of the Board of Directors, or at least one (1) of whom shall be a Director, the remainder to be officers of the Bank. Such Executive Committee shall serve until their successors are appointed. A majority of the members of said Committee shall constitute a quorum. The Executive Committee shall conduct the business of the Company and shall have all the powers of the Board of Directors when said Board is not in session, except that of declaring a dividend. The Secretary of the Company shall keep a record of the Committee's proceedings, which, signed by the Chairman of the Committee, shall be presented at the meetings of the Committee and at the meetings of the Board of Directors. Section 10.2 Other Committees. The Board of Directors shall appoint a Trust Committee of which the Vice President and Trust Officer and at least three (3) of its members who are not officers of the Company shall be members. The Vice President and Trust Officer shall be Chairman of the Trust Committee. In addition thereto, the Chairman of the Board, Chief Executive Officer, may appoint such additional Committees, by and with the approval of the Board of Directors, as may be deemed desirable or necessary. Each such Committee, so appointed, shall have such powers and perform such duties, not inconsistent with law, as may be delegated to it by the Board of Directors. Section 11. Indemnification. The Company shall indemnify each Director and each Officer of the Company, and each person employed by the Company who serves at the written request of the President of the Company as a director, trustee, officer, employee or agent of another corporation, domestic or foreign, non-profit or for profit, partnership, joint venture, trust or other 13 enterprise, to the full extent permitted by Ohio law. The term "Officer" as used in this Section shall include the Chairman of the Board and the Vice Chairman of the Board if such offices are filled, the President, each Vice President, the Treasurer, the Secretary, the Cashier, the Controller, the Auditor, the Counsel and any other person who is specifically designated as an "Officer" within the operation of this Section by action of the Board of Directors. The Company may indemnify assistant Officers, employees and others by action of the Board of Directors to the extent permitted by Ohio law. ARTICLE III OFFICERS Section 1. Powers and Duties. The Chairman of the Board if the office be filled, otherwise the Vice Chairman of the Board, if the office be filled, otherwise the President shall preside at all meetings of the Stockholders, the Board of Directors, and the supervision and control over the business of the Company and shall serve at the pleasure of the Board of Directors. In the absence or disability of any of the foregoing officers, their respective duties shall be performed by the Chairman of the Board, the Vice Chairman of the Board, the President, or by a Vice President specifically designated by the Board of Directors, in the order named. The Secretary, or in his absence or disability, the Assistant Secretary, shall act, ex officio, as Secretary of all meetings of the Stockholders, the Board of Directors and the Executive Committee. The other officers of the Company shall have such powers and duties as usually and customarily attach to their offices. ARTICLE IV CERTIFICATES OF STOCK Section 1. Form. Certificates for shares of stock shall be signed by the Chairman of the Board, or by the President, or by one of the Vice Presidents, and by the Secretary or Treasurer or by the Cashier or an Assistant Cashier, shall contain such statements as are required by law, and shall otherwise be in such form as the Board of Directors may, from time to time, require. Section 2. Transfers. Shares shall be transferable on the books of the Company by the holders thereof in person or by duly authorized attorney upon surrender of the certificates therefor with duly executed assignment endorsed thereon or attached thereto. Section 3. Closing of Transfer Books. The books for transfer of the stock of the Company shall be closed for at least five (5) days preceding the annual meeting of stockholders, and may be closed by order of the Board of Directors, or Executive Committee, for a like period before any other meeting of the Stockholders. 14 ARTICLE V AMENDMENTS These regulations may be changed, and new regulations adopted by the assent thereto in writing of two-thirds (2/3) of the Stockholders of the Company in number an in amount; or by a majority of such Stockholders in number and in amount, at a meeting held for that purpose, notice of which has been given by the President, the Secretary, or any two (2) Directors personally or by written notice, to each Stockholders, and by publication once a week for four (4) consecutive weeks in some newspaper of general circulation in Hamilton County, Ohio, or in such other manner as may then be authorized by the laws of Ohio. 15 EXHIBIT 5 A COPY OF EACH INDENTURE REFERRED TO IN ITEM 4 (NOT APPLICABLE) 16 EXHIBIT 6 THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321 (B) OF THE TRUST INDENTURE ACT OF 1939 [See Attached] 17 EXHIBIT 6 TO FORM T-1 CONSENT OF TRUSTEE Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939 in connection with the proposed issuance of Debt Securities of Cinergy Corp., Fifth Third Bank hereby consents that reports of examination by Federal, State, Territorial or District Authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. FIFTH THIRD BANK By: /s/ Kerry R. Byrne ----------------------------------- Kerry R. Byrne, Vice President and Trust Officer EXHIBIT 7 A COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE PUBLISHED PURSUANT TO LAW OR THE REQUIREMENTS OF ITS SUPERVISING OR EXAMINING AUTHORITY [See Attached] R E P O R T O F C O N D I T I O N Consolidated Report of Condition of FIFTH THIRD BANK of CINCINNATI, OHIO and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business on December 31, 1998, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act. ASSETS Thousands of Dollars ---------- Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin............................................... 502,214 Interest-bearing balances....................................... 996 Securities: Held-to-maturity securities......................................... 4,916 Available-for-sale securities....................................... 2,853,814 Federal funds sold and securities purchased ........................ ////////// under agreements to resell ..................................... 325,900 Loans and lease financing receivables: Loans and lease, net of unearned income................7,469,628 LESS: Allowance for loan and lease losses................106,477 LESS: Allocated transfer risk reserve..........................0 Loans and leases, net of unearned income, allowance, and reserve..................................................... 7,363,151 Trading Assets ..................................................... 8,950 Premises and fixed assets (including capitalized leases)............ 138,579 Other real estate owned............................................. 1,030 Investments in unconsolidated subsidiaries and associated companies............................................ 0 Customers' liability to this bank on acceptances outstanding......................................... 46,686 Intangible assets................................................... 70,182 Other assets........................................................ 409,458 Total assets........................................................ 11,727,876 LIABILITIES Deposits: In domestic offices............................................. 5,134,343 Noninterest-bearing....................................1,538,081 Interest-bearing.......................................3,596,262 In foreign offices, Edge and Agreement subsidiaries, and IBFs:....................................................... 353,824 Noninterest-bearing............................................0 Interest-bearing.........................................353,824 Federal funds purchased and securities sold under agreements to repurchase........................................ 3,742,117 Demand notes issued to the U.S. Treasury............................ 2,768 Trading liabilities................................................. 0 Other borrowed money (including mortgage indebtedness and obligations under capitalized leases):.............////////// With a remaining maturity of one year or less................... 100,542 With a remaining maturity of more than one year through three years........................................................ 202,000 With a remaining maturity of more than three years.............. 0 Not applicable Bank's liability on acceptances executed and outstanding............ 47,161 Subordinated notes and debentures................................... 847,752 Other liabilities................................................... 427,687 Total liabilities................................................... 10,858,194 EQUITY CAPITAL Perpetual preferred stock and related surplus....................... 0 Common stock........................................................ 70,400 Surplus............................................................. 212,048 Undivided profits and capital reserves.............................. 566,331 Net unrealized holding gains (losses) on available-for-sale securities................................... 20,902 Cumulative foreign currency translation adjustments................. 0 Total equity capital................................................ 896,628 Total liabilities and equity capital................................ 11,727,876 EXHIBIT 8 A COPY OF ANY ORDER PURSUANT TO WHICH THE FOREIGN TRUSTEE IS AUTHORIZED TO ACT AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE QUALIFIED UNDER THE ACT (NOT APPLICABLE) EXHIBIT 9 FOREIGN TRUSTEES ARE REQUIRED TO FILE A CONSENT TO SERVICE OF PROCESS OF FORM F-X (NOT APPLICABLE) EX-99.1 9 EXHIBIT 99.1 LETTER OF TRANSMITTAL Offer to Exchange 6.125% Debentures due 2004 (Registered under the Securities Act of 1933) for All Outstanding 6.125% Debentures due 2004 of CINERGY CORP. Pursuant to the Prospectus Dated [ ], 1999 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [ ], 1999, UNLESS THE OFFER IS EXTENDED. THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS: FIFTH THIRD BANK By Registered or Certified Mail: By Overnight Delivery or Hand: Fifth Third Bank Fifth Third Bank Fifth Third Center Fifth Third Center 38 Fountain Square 38 Fountain Square Cincinnati, Ohio 45263 Cincinnati, Ohio 45263 Attn: Corporate Trust Attn: Corporate Trust Department Department To Confirm by Telephone Facsimile Transmissions: or for Information: (513) 744-6785 (513) 579-5300 DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus (as defined below). This Letter of Transmittal is to be completed by holders of Old Debentures (as defined below) if Old Debentures are to be forwarded herewith. If tenders of Old Debentures are to be made by book-entry transfer to an account maintained by Fifth Third Bank (the "Exchange Agent") at The Depository Trust Company ("DTC") pursuant to the procedures set forth in "The Exchange Offer--Book-Entry Transfer" in the Prospectus and in accordance with the Automated Tender Offer Program ("ATOP") established by DTC, a tendering holder will become bound by the terms and conditions hereof in accordance with the procedures established under ATOP. Holders of Old Debentures whose certificates (the "Certificates") for such Old Debentures are not immediately available or who cannot deliver their Certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date (as defined in the Prospectus) or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Old Debentures according to the guaranteed delivery procedures set forth in "The Exchange Offer--Guaranteed Delivery Procedures" in the Prospectus. SEE INSTRUCTION 1. DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH ITS PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT. 2 NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY ALL TENDERING HOLDERS COMPLETE THIS BOX: DESCRIPTION OF OLD DEBENTURES TENDERED - -------------------------------------------------------------------------------------------------------------------- Name(s) and address(es) of Registered Holder(s) Old Debentures Tendered (Please fill in, if blank) (attach additional list if necessary) - -------------------------------------------------------------------------------------------------------------------- Principal Amount of Old Debentures Certificate Principal Amount Tendered Number(s)* of Old Debentures* (if less than all)** ------------------------------------------------------------- ------------------------------------------------------------- ------------------------------------------------------------- ------------------------------------------------------------- ------------------------------------------------------------- Total Amount Tendered - --------------------------------------------------------------------------------------------------------------------
* Need not be completed by book-entry holders. ** Old Debentures may be tendered in whole or in part in denominations of $1,000 and integral multiples thereof. All Old Debentures held shall be deemed tendered unless a lesser number is specified in this column. (BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY) [ ] CHECK HERE IF TENDERED OLD DEBENTURES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING: Name of Tendering Institution ___________________________________________ DTC Account Number ______________________________________________________ Transaction Code Number _________________________________________________ [ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED OLD DEBENTURES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING: Name of Registered Holder(s)_____________________________________________ Window Ticket Number (if any) ___________________________________________ Date of Execution of Notice of Guaranteed Delivery_______________________ Name of Institution which Guaranteed ____________________________________ If Guaranteed Delivery is to be made By Book-Entry Transfer: Name of Tendering Institution ___________________________________________ DTC Account Number ______________________________________________________ Transaction Code Number _________________________________________________ o CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD DEBENTURES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE. 3 [ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD DEBENTURES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES (A "PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name:____________________________________________________________________ Address: ________________________________________________________________ 4 Ladies and Gentlemen: The undersigned hereby tenders to Cinergy Corp., a Delaware corporation (the "Company"), the above described aggregate principal amount of the Company's 6.125% Debentures due 2004 (the "Old Debentures") in exchange for a like aggregate principal amount of the Company's 6.125% Debentures due 2004 (the "New Debentures"), upon the terms and subject to the conditions set forth in the Prospectus dated [ ], 1999 (as the same may be amended or supplemented from time to time, the "Prospectus"), receipt of which is acknowledged, and in this Letter of Transmittal (which, together with the Prospectus, constitute the "Exchange Offer"). The Exchange Offer has been registered under the Securities Act of 1933, as amended (the "Securities Act"). Subject to and effective upon the acceptance for exchange of all or any portion of the Old Debentures tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to or upon the order of the Company all right, title and interest in and to such Old Debentures as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent and attorney-in-fact (with full knowledge that the Exchange Agent is also acting as agent of the Company in connection with the Exchange Offer) with respect to the tendered Old Debentures, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), subject only to the right of withdrawal described in the Prospectus, to (i) deliver Certificates for Old Debentures to the Company together with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company, upon receipt by the Exchange Agent, as the undersigned's agent, of the Exchange Debentures to be issued in exchange for such Old Debentures, (ii) present Certificates for such Old Debentures for transfer, and to transfer the Old Debentures on the books of the Company, and (iii) receive for the account of the Company all benefits and otherwise exercise all rights of beneficial ownership of such Old Debentures, all in accordance with the terms and conditions of the Exchange Offer. THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE OLD DEBENTURES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR EXCHANGE, THE COMPANY WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THAT THE OLD DEBENTURES TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE CLAIMS OR PROXIES. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS DEEMED BY THE COMPANY OR THE EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE TO COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF THE OLD DEBENTURES TENDERED HEREBY, AND THE UNDERSIGNED WILL COMPLY WITH ITS OBLIGATIONS UNDER THE REGISTRATION RIGHTS AGREEMENT. THE UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS OF THE EXCHANGE OFFER. The name(s) and address(es) of the registered holder(s) of the Old Debentures tendered hereby should be printed above, if they are not already set forth above, as they appear on the Certificates representing such Old Debentures. The Certificate number(s) and the Old Debentures that the undersigned wishes to tender should be indicated in the appropriate boxes above. If any tendered Old Debentures are not exchanged pursuant to the Exchange Offer for any reason, or if Certificates are submitted for more Old Debentures than are tendered or accepted for exchange, Certificates for such unaccepted or nonexchanged Old Debentures will be returned (or, in the case of Old Debentures tendered by book-entry transfer, such Old Debentures will be credited to an account maintained at DTC), without expense to the tendering holder, promptly following the expiration or termination of the Exchange Offer. The undersigned understands that tenders of Old Debentures pursuant to any one of the procedures described in "The Exchange Offer--Procedures for Tendering Old Debentures" in the Prospectus and in the instructions hereto will, upon the Company's acceptance for exchange of such tendered Old Debentures, constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. In all cases in which a Participant elects to accept the Exchange Offer by transmitting an express acknowledgment in accordance with the established ATOP procedures, such Participant shall be bound by all of the terms and conditions of this Letter of Transmittal. The undersigned recognizes that, under certain circumstances set forth in the Prospectus, the Company may not be required to accept for exchange any of the Old Debentures tendered hereby. Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, the undersigned hereby directs that the New Debentures be issued in the name(s) of the undersigned or, in the case of a book-entry transfer of Old Debentures, that such New Debentures be credited to the account indicated above maintained at DTC. If applicable, substitute Certificates representing Old Debentures not exchanged or not accepted for exchange will be issued to the undersigned or, in the case of a book-entry transfer of Old Debentures, will be credited to the account indicated above maintained at DTC. Similarly, unless otherwise 5 indicated under "Special Delivery Instructions," please deliver New Debentures to the undersigned at the address shown below the undersigned's signature. BY TENDERING OLD DEBENTURES AND EXECUTING, OR OTHERWISE BECOMING BOUND BY, THIS LETTER OF TRANSMITTAL, THE UNDERSIGNED HEREBY REPRESENTS AND AGREES THAT (I) THE UNDERSIGNED IS NOT AN "AFFILIATE" OF THE COMPANY, (II) ANY NEW DEBENTURES TO BE RECEIVED BY THE UNDERSIGNED ARE BEING ACQUIRED IN THE ORDINARY COURSE OF ITS BUSINESS AND (III) THE UNDERSIGNED HAS NO ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON TO PARTICIPATE IN A DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT) OF SUCH NEW DEBENTURES. BY TENDERING OLD DEBENTURES PURSUANT TO THE EXCHANGE OFFER AND EXECUTING, OR OTHERWISE BECOMING BOUND BY, THIS LETTER OF TRANSMITTAL, A HOLDER OF OLD DEBENTURES WHICH IS A BROKER-DEALER REPRESENTS AND AGREES, CONSISTENT WITH CERTAIN INTERPRETIVE LETTERS ISSUED BY THE STAFF OF THE DIVISION OF CORPORATION FINANCE OF THE SECURITIES AND EXCHANGE COMMISSION TO THIRD PARTIES, THAT (A) SUCH OLD DEBENTURES HELD BY THE BROKER-DEALER ARE HELD ONLY AS A NOMINEE, OR (B) SUCH OLD DEBENTURES WERE ACQUIRED BY SUCH BROKER-DEALER FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES AND IT WILL DELIVER THE PROSPECTUS (AS AMENDED OR SUPPLEMENTED FROM TIME TO TIME) MEETING THE REQUIREMENTS OF THE SECURITIES ACT IN CONNECTION WITH ANY RESALE OF SUCH NEW DEBENTURES (PROVIDED THAT, BY SO ACKNOWLEDGING AND BY DELIVERING A PROSPECTUS, SUCH BROKER-DEALER WILL NOT BE DEEMED TO ADMIT THAT IT IS AN "UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES ACT). THE COMPANY HAS AGREED THAT, SUBJECT TO THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT, THE PROSPECTUS, AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, MAY BE USED BY A PARTICIPATING BROKER-DEALER (AS DEFINED BELOW) IN CONNECTION WITH RESALES OF NEW DEBENTURES RECEIVED IN EXCHANGE FOR OLD DEBENTURES, WHERE SUCH OLD DEBENTURES WERE ACQUIRED BY SUCH PARTICIPATING BROKER-DEALER FOR ITS OWN ACCOUNT AS A RESULT OF MARKET- MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES, FOR A PERIOD ENDING 90 DAYS AFTER THE EXPIRATION DATE (SUBJECT TO EXTENSION UNDER CERTAIN LIMITED CIRCUMSTANCES DESCRIBED IN THE PROSPECTUS) OR, IF EARLIER, WHEN ALL SUCH NEW DEBENTURES HAVE BEEN DISPOSED OF BY SUCH PARTICIPATING BROKER-DEALER. IN THAT REGARD, EACH BROKER DEALER WHO ACQUIRED OLD DEBENTURES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES (A "PARTICIPATING BROKER- DEALER"), BY TENDERING SUCH OLD DEBENTURES AND EXECUTING, OR OTHERWISE BECOMING BOUND BY, THIS LETTER OF TRANSMITTAL, AGREES THAT, UPON RECEIPT OF NOTICE FROM THE COMPANY OF THE OCCURRENCE OF ANY EVENT OR THE DISCOVERY OF ANY FACT WHICH MAKES ANY STATEMENT CONTAINED OR INCORPORATED BY REFERENCE IN THE PROSPECTUS UNTRUE IN ANY MATERIAL RESPECT OR WHICH CAUSES THE PROSPECTUS TO OMIT TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED OR INCORPORATED BY REFERENCE THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING OR OF THE OCCURRENCE OF CERTAIN OTHER EVENTS SPECIFIED IN THE REGISTRATION RIGHTS AGREEMENT, SUCH PARTICIPATING BROKER-DEALER WILL SUSPEND THE SALE OF NEW DEBENTURES PURSUANT TO THE PROSPECTUS UNTIL THE COMPANY HAS AMENDED OR SUPPLEMENTED THE PROSPECTUS TO CORRECT SUCH MISSTATEMENT OR OMISSION AND HAS FURNISHED COPIES OF THE AMENDED OR SUPPLEMENTED PROSPECTUS TO THE PARTICIPATING BROKER-DEALER OR THE COMPANY HAS GIVEN NOTICE THAT THE SALE OF THE NEW DEBENTURES MAY BE RESUMED, AS THE CASE MAY BE. IF THE COMPANY GIVES SUCH NOTICE TO SUSPEND THE SALE OF THE NEW DEBENTURES, IT SHALL EXTEND THE 90-DAY PERIOD REFERRED TO ABOVE DURING WHICH PARTICIPATING BROKER-DEALERS ARE ENTITLED TO USE THE PROSPECTUS IN CONNECTION WITH THE RESALE OF NEW DEBENTURES BY THE NUMBER OF DAYS DURING THE PERIOD FROM AND INCLUDING THE DATE OF THE GIVING OF SUCH NOTICE TO AND INCLUDING THE DATE WHEN PARTICIPATING BROKER-DEALERS SHALL HAVE RECEIVED COPIES OF THE SUPPLEMENTED OR AMENDED PROSPECTUS NECESSARY TO PERMIT RESALES OF THE NEW DEBENTURES OR TO AND INCLUDING THE DATE ON WHICH THE COMPANY HAS GIVEN NOTICE THAT THE SALE OF NEW DEBENTURES MAY BE RESUMED, AS THE CASE MAY BE. All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives successors and assigns of the undersigned. Except as stated in the Prospectus, this tender is irrevocable. 6 HOLDER(S) SIGN HERE (See Instructions 2, 5 and 6) (Note: Signature(s) Must be Guaranteed if Required by Instruction 2) Must be signed by registered holder(s) exactly as name(s) appear(s) on Certificate(s) for the Old Debentures hereby tendered or on a security position listing, or by any person(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith. If signature is by an attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or another acting in a fiduciary or representative capacity, please set forth the signer's full title. See Instruction 5. _______________________________________________________________________________ (Signature(s) of Holder(s)) Date_____________________________________________________________________, 1998 Name(s)________________________________________________________________________ _______________________________________________________________________________ (Please Print) Capacity:______________________________________________________________________ (Include Full Title) Address________________________________________________________________________ _______________________________________________________________________________ (Include Zip Code) Area Code and Telephone Number_________________________________________________ _______________________________________________________________________________ (Tax Identification or Social Security Number(s)) GUARANTEE OF SIGNATURE(S) (See Instructions 2 and 5) Authorized Signature___________________________________________________________ Name___________________________________________________________________________ _______________________________________________________________________________ (Please Print) Date_____________________________________________________________________, 1998 Capacity or Title______________________________________________________________ Name of Firm___________________________________________________________________ Address________________________________________________________________________ (Include Zip Code) Area Code and Telephone Number_________________________________________________ 7 SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 5 and 6) (See Instructions 1, 5 and 6) To be completed ONLY if the New Debentures To be completed ONLY if New Debentures are to are to be issued in the name of someone other than be sent to someone other than the registered holder the registered holder of the Old Debentures whose of the Old Debentures whose name(s) appear(s) name(s) appear(s) above. above, or to such registered holder(s) at an address other than that shown above. Issue New Debentures to: Mail New Debentures To: Name__________________________________________________ Name_________________________________________________ (Please Print) (Please Print) ______________________________________________________ _____________________________________________________ Address_______________________________________________ Address______________________________________________ ______________________________________________________ _____________________________________________________ ______________________________________________________ _____________________________________________________ (Include Zip Code) (Include Zip Code) ______________________________________________________ _____________________________________________________ (Taxpayer Identification or (Taxpayer Identification or Social Security Number) Social Security Number)
8 INSTRUCTIONS Forming Part of the Terms and Conditions of the Exchange Offer 1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY PROCEDURES. This Letter of Transmittal is to be completed if Certificates are to be forwarded herewith. If tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in "The Exchange Offer--Book- Entry Transfer" in the Prospectus and in accordance with ATOP established by DTC, a tendering holder will become bound by the terms and conditions hereof in accordance with the procedures established under ATOP. Certificates, or timely confirmation of a book-entry transfer of such Old Debentures into the Exchange Agent's account at DTC, as well as this Letter of Transmittal (or facsimile thereof), if required, properly completed and duly executed, with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at one of its addresses set forth herein on or prior to the Expiration Date. Old Debentures may be tendered in whole or in part in the principal amount of $1,000 and integral multiples of $1,000. Holders who wish to tender their Old Debentures and (i) whose Old Debentures are not immediately available or (ii) who cannot deliver their Old Debentures, this Letter of Transmittal and all other required documents to the Exchange Agent on or prior to the Expiration Date or (iii) who cannot complete the procedures for delivery by book-entry transfer on a timely basis, may tender their Old Debentures by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in "The Exchange Offer--Guaranteed Delivery Procedures" in the Prospectus. Pursuant to such procedures: (i) such tender must be made by or through an Eligible Institution (as defined below); (ii) a properly completed and duly executed Letter of Transmittal (or facsimile) thereof and Notice of Guaranteed Delivery, substantially in the form made available by the Company, must be received by the Exchange Agent on or prior to the Expiration Date; and (iii) the Certificates (or a book-entry confirmation (as defined in the Prospectus)) representing all tendered Old Debentures, in proper form for transfer, together with a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent within five New York Stock Exchange trading days after the date of execution of such Notice of Guaranteed Delivery, all as provided in "The Exchange Offer--Guaranteed Delivery Procedures" in the Prospectus. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, telex, facsimile or mail to the Exchange Agent, and must include a guarantee by an Eligible Institution in the form set forth in such Notice. For Old Debentures to be properly tendered pursuant to the guaranteed delivery procedure, the Exchange Agent must receive a Notice of Guaranteed Delivery on or prior to the Expiration Date. As used herein and in the Prospectus, "Eligible Institution" means a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States. THE METHOD OF DELIVERY OF OLD DEBENTURES THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDER. IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, BE USED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. NO LETTERS OF TRANSMITTAL OR OLD DEBENTURES SHOULD BE SENT TO THE COMPANY. The Company will not accept any alternative, conditional or contingent tenders. Each tendering holder, by execution of a Letter of Transmittal (or facsimile thereof), or any Agent's Message in lieu thereof, waives any right to receive any notice of the acceptance of such tender. 2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of Transmittal is required if: (i) this Letter of Transmittal is signed by the registered holder (which term, for purposes of this document, shall include any participant in DTC whose name appears on a security position listing as the owner of the Old Debentures) of Old Debentures tendered herewith, unless such holder(s) has completed either the box entitled "Special Issuance Instructions" or the box entitled "Special Delivery Instructions" above, or 9 (ii) such Old Debentures are tendered for the account of a firm that is an Eligible Institution. In all other cases, an Eligible Institution must guarantee the signature(s) on this Letter of Transmittal. See Instruction 5. 3. INADEQUATE SPACE. If the space provided in the box captioned "Description of Old Debentures" is inadequate, the Certificate number(s) and/or the principal amount of Old Debentures and any other required information should be listed on a separate signed schedule which is attached to this Letter of Transmittal. 4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Old Debentures will be accepted only in the principal amount of $1,000 and integral multiples thereof. If less than all the Old Debentures evidenced by any Certificate submitted are to be tendered, fill in the principal amount of Old Debentures which are to be tendered in the box entitled "Principal Amount of Old Debentures Tendered (if less than all)." In such case, new Certificate(s) for the remainder of the Old Debentures that were evidenced by your old Certificate(s) will only be sent to the holder of the Old Note, promptly after the Expiration Date. All Old Debentures represented by Certificates delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. Except as otherwise provided herein, tenders of Old Debentures may be withdrawn at any time on or prior to the Expiration Date. In order for a withdrawal to be effective on or prior to that time, a written notice of withdrawal must be timely received by the Exchange Agent at one of its addresses set forth above or in the Prospectus on or prior to the Expiration Date. Any such notice of withdrawal must specify the name of the person who tendered the Old Debentures to be withdrawn, identify the Old Debentures to be withdrawn (including the principal amount of such Old Debentures) and (where Certificates for Old Debentures have been transmitted) specify the name in which such Old Debentures are registered, if different from that of the withdrawing holder. If Certificates for the Old Debentures have been delivered or otherwise identified to the Exchange Agent, then prior to the release of such Certificates, the withdrawing holder must submit the serial numbers of the particular certificates for the Old Debentures to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an Eligible Institution, unless such holder is an Eligible Institution. If Old Debentures have been tendered pursuant to the procedures for book-entry transfer set forth in the Prospectus under "The Exchange Offer--Book-Entry Transfer," any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of Old Debentures and otherwise comply with the procedures of such facility. Old Debentures properly withdrawn will not be deemed validly tendered for purposes of the Exchange Offer, but may be retendered at any time on or prior to the Expiration Date by following one of the procedures described in the Prospectus under "The Exchange Offer--Procedures for Tendering Old Debentures." All questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices will be determined by the Company, whose determination shall be final and binding on all parties. Any Old Debentures which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Old Debentures tendered by book-entry transfer into the Exchange Agent's account at DTC pursuant to the book-entry procedures described in the Prospectus under "The Exchange Offer--Book-Entry Transfer" such Old Debentures will be credited to an account maintained with DTC for the Old Debentures) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. 5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS. If this Letter of Transmittal is signed by the registered holder(s) of the Old Debentures tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the Certificate(s) without alteration, enlargement or any change whatsoever. If any of the Old Debentures tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any tendered Old Debentures are registered in different names on several Certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles thereof) as there are different registrations of Certificates. 10 If this Letter of Transmittal or any Certificates or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by the Company, proper evidence satisfactory to the Company of such persons' authority to so act must be submitted. When this Letter of Transmittal is signed by the registered holder(s) of the Old Debentures listed and transmitted hereby, no endorsement(s) of Certificate(s) or written instrument or instruments of transfer or exchange are required unless New Debentures are to be issued in the name of a person other than the registered holder(s). Signature(s) on such Certificate(s) or written instrument or instruments of transfer or exchange must be guaranteed by an Eligible Institution. If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Old Debentures listed, the Certificates must be endorsed or accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the Company in its sole discretion and executed by the registered holder(s), in either case signed exactly as the name or names of the registered holder(s) appear(s) on the Certificates. Signatures on such Certificates or written instrument or instruments of transfer or exchange must be guaranteed by an Eligible Institution. 6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If New Debentures are to be issued in the name of a person other than the signer of this Letter of Transmittal, or if New Debentures are to be sent to someone other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Certificates for Old Debentures not exchanged will be returned by mail or, if tendered by book-entry transfer, by crediting the account indicated above maintained at DTC. See Instruction 4. 7. IRREGULARITIES. The Company will determine, in its sole discretion, all questions as to the form, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of Old Debentures, which determination shall be final and binding. The Company reserves the absolute right to reject any and all tenders of any particular Old Debentures not properly tendered or to not accept any particular Old Debentures which acceptance might, in the judgment of the Company or its counsel, be unlawful. The Company also reserves the absolute right, in its sole discretion, to waive any defects or irregularities or conditions of the Exchange Offer as to any particular Old Debentures either before or after the Expiration Date (including the right to waive the ineligibility of any holder who seeks to tender Old Debentures in the Exchange Offer). The interpretation of the terms and conditions of the Exchange Offer as to any particular Old Debentures either before or after the Expiration Date (including the Letter of Transmittal and the instructions thereto) by the Company shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with the tender of Old Debentures for exchange must be cured within such reasonable period of time as the Company shall determine. Neither the Company, the Exchange Agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of Old Debentures for exchange, nor shall any of them incur any liability for failure to give such notification. 8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions and requests for assistance may be directed to the Exchange Agent at its address and telephone number set forth on the front of this Letter of Transmittal. Additional copies of the Prospectus, the Notice of Guaranteed Delivery and the Letter of Transmittal may be obtained from the Exchange Agent or from your broker, dealer, commercial bank, trust company or other nominee. 9. LOST, DESTROYED OR STOLEN CERTIFICATES. If any Certificate(s) representing Old Debentures have been lost, destroyed or stolen, the holder should promptly notify the Exchange Agent. The holder will then be instructed as to the steps that must be taken in order to replace the Certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen Certificate(s) have been followed. 10. SECURITY TRANSFER TAXES. Holders who tender their Old Debentures for exchange will not be obligated to pay any transfer taxes in connection therewith, except that holders who instruct the Company to register New Debentures in the name of or request that Old Debentures not tendered or not accepted in the Exchange Offer to 11 be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax thereon. IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF), OR AN AGENT'S MESSAGE IN LIEU THEREOF, AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE. 12 EX-99.2 10 EXHIBIT 99.2 NOTICE OF GUARANTEED DELIVERY Offer to Exchange 6.125% Debentures due 2004 (Registered under the Securities Act of 1933) for All Outstanding 6.125% Debentures due 2004 of CINERGY CORP. This Notice of Guaranteed Delivery or one substantially equivalent hereto must be used to accept the Exchange Offer (as defined below) if (i) certificates for the Company's (as defined below) 6.125% Debentures due 2004 (the "Old Debentures") are not immediately available, (ii) Old Debentures, the Letter of Transmittal and any other documents required by the Letter of Transmittal cannot be delivered to Fifth Third Bank (the "Exchange Agent") on or prior to the Expiration Date (as defined in the Prospectus referred to below) or (iii) the procedures for book-entry transfer cannot be completed on a timely basis. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission, overnight courier, telex, telegram or mail to the Exchange Agent. See "The Exchange Offer - Guaranteed Delivery Procedures" in the Prospectus dated [ ], 1999 (which, together with the related Letter of Transmittal, constitutes the "Exchange Offer") of Cinergy Corp., a Delaware corporation (the "Company"). The Exchange Agent for the Exchange Offer is: FIFTH THIRD BANK By Hand or Overnight Delivery: Facsimile Transmissions: By Registered Or Certified Mail: (Eligible Institutions Only) Fifth Third Bank Fifth Third Bank Fifth Third Center (513) 744-6785 Fifth Third Center 38 Fountain Square 38 Fountain Square Cincinnati, Ohio 45263 To Confirm by Telephone Cincinnati, Ohio 45263 or for Information Call: Attention: Corporate Trust Attention: Corporate Trust Department (513) 579-5300 Department
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED ON THE LETTER OF TRANSMITTAL. 2 THE FOLLOWING GUARANTEE MUST BE COMPLETED GUARANTEE OF DELIVERY (Not to be used for Signature Guarantee) The undersigned, a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States, hereby guarantees to deliver to the Exchange Agent, at one of its addresses set forth above, either the certificates for all physically tendered Old Debentures, in proper form for transfer, or confirmation of the book-entry transfer of such Old Debentures to the Exchange Agent's account at The Depository Trust Company ("DTC"), pursuant to the procedures for book-entry transfer set forth in the Prospectus, in either case together with one or more properly completed and duly executed Letter(s) of Transmittal (or facsimile thereof) and any other documents required by such Letter of Transmittal, within five New York Stock Exchange trading days after the date of execution of this Notice of Guaranteed Delivery. The undersigned acknowledges that it must deliver the Letter(s) of Transmittal and the Old Debentures tendered hereby to the Exchange Agent within the time period set forth above and that failure to do so could result in a financial loss to the undersigned. Name of Firm:______________________ __________________________________ (Authorized Signature) Address:___________________________ Title:____________________________ __________________________________ Name:_____________________________ (Zip (Please type or print) Area Code and Telephone Number: Date:_____________________________ - ---------------------------------- NOTE: DO NOT SEND OLD DEBENTURES WITH THIS NOTICE OF GUARANTEED DELIVERY. ACTUAL SURRENDER OF OLD DEBENTURES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND FULLY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS. 3 EX-99.3 11 EXHIBIT 99.3 Offer to Exchange 6.125% Debentures due 2004 (Registered Under The Securities Act of 1933) for Any and All Outstanding 6.125% Debentures due 2004 of CINERGY CORP. To Our Clients: We are enclosing herewith a Prospectus, dated [ ], 1999, of Cinergy Corp., a Delaware corporation (the "Company"), and a related Letter of Transmittal (which together constitute the "Exchange Offer") relating to the offer by the Company to exchange its 6.125% Debentures due 2004 (the "New Debentures"), pursuant to an offering registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of its issued and outstanding 6.125% Debentures due 2004 (the "Old Debentures") upon the terms and subject to the conditions set forth in the Exchange Offer. Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on [ ], 1999, unless extended. The Exchange Offer is not conditioned upon any minimum number of Old Debentures being tendered. We are the holder of record and/or participant in the book-entry transfer facility of Old Debentures held by us for your account. A tender of such Old Debentures can be made only by us as the record holder and/or participant in the book-entry transfer facility and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Old Debentures held by us for your account. We request instructions as to whether you wish to tender any or all of the Old Debentures held by us for your account pursuant to the terms and conditions of the Exchange Offer. We also request that you confirm that we may on your behalf make the representations contained in the Letter of Transmittal. Pursuant to the Letter of Transmittal, each holder of Old Debentures will represent to the Company that (i) the holder is not an "affiliate" of the Company, (ii) any New Debentures to be received by the holder are being acquired in the ordinary course of its business and (iii) the holder has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of such New Debentures. If the tendering holder is a broker-dealer that will receive New Debentures for its own account in exchange for Old Debentures, we will represent on behalf of such broker-dealer that the Old Debentures to be exchanged for the New Debentures were acquired by it as a result of market-making activities or other trading activities, and acknowledge on behalf of such broker-dealer that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Debentures. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Debentures, such broker-dealer is not deemed to admit that it is an "underwriter" within the meaning of the Securities Act. Very truly yours, 2 EX-99.4 12 EXHIBIT 99.4 Offer to Exchange 6.125% Debentures due 2004 (Registered under the Securities Act of 1933) for Any and All Outstanding 6.125% Debentures due 2004 of CINERGY CORP. To Registered Holders and The Depository Trust Company Participants: We are enclosing herewith the material listed below relating to the offer by Cinergy Corp., a Delaware corporation (the "Company"), to exchange its 6.125% Debentures due 2004 (the "New Debentures"), pursuant to an offering registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of its issued and outstanding 6.125% Debentures due 2004 (the "Old Debentures") upon the terms and subject to the conditions set forth in the Company's Prospectus, dated [ ], 1999, and the related Letter of Transmittal (which together constitute the "Exchange Offer"). Enclosed herewith are copies of the following documents: 1. Prospectus dated [ ], 1999; 2. Letter of Transmittal; 3. Notice of Guaranteed Delivery; 4. Instruction to Registered Holder and/or Book-Entry Transfer Participant from Owner; and 5. Letter which may be sent to your clients for whose account you hold Old Debentures in your name or in the name of your nominee, to accompany the instruction form referred to above, for obtaining such client's instruction with regard to the Exchange Offer. We urge you to contact your clients promptly. Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on [ ], 1999 unless extended. The Exchange Offer is not conditioned upon any minimum number of Old Debentures being tendered. Pursuant to the Letter of Transmittal, each holder of Old Debentures will represent to the Company that (i) the holder is not an "affiliate" of the Company, (ii) any New Debentures to be received by it are being acquired in the ordinary course of its business and (iii) the holder has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of such New Debentures. If the tendering holder is a broker-dealer that will receive New Debentures for its own account in exchange for Old Debentures, you will represent on behalf of such broker-dealer that the Old Debentures to be exchanged for the New Debentures were acquired by it as a result of market-making activities or other trading activities, and acknowledge on behalf of such broker-dealer that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Debentures. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Debentures, such broker-dealer is not deemed to admit that it is an "underwriter" within the meaning of the Securities Act. The enclosed Instruction to Registered Holder and/or Book-Entry Transfer Participant from Owner contains an authorization by the beneficial owners of the Old Debentures for you to make the foregoing representations. The Company will not pay any fee or commission to any broker or dealer or to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of Old Debentures pursuant to the Exchange Offer. The Company will pay or cause to be paid any transfer taxes payable on the transfer of Old Debentures to it, except as otherwise provided in Instruction 10 of the enclosed Letter of Transmittal. Additional copies of the enclosed material may be obtained from the undersigned. Very truly yours, FIFTH THIRD BANK NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF CINERGY CORP. OR FIFTH THIRD BANK 2 OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN. 3 EX-99.5 13 EXHIBIT 99.5 INSTRUCTION TO REGISTERED HOLDER AND/OR BOOK-ENTRY TRANSFER FACILITY PARTICIPANT FROM OWNER OF CINERGY CORP. 6.125% Debentures due 2004 To Registered Holder and/or Participant of the Book-Entry Transfer Facility: The undersigned hereby acknowledges receipt of the Prospectus dated [ ], 1999 (the "Prospectus") of Cinergy Corp., a Delaware corporation (the "Company"), and the accompanying Letter of Transmittal (the "Letter of Transmittal"), that together constitute the Company's offer (the "Exchange Offer"). Capitalized terms used but not defined herein have the meaning as ascribed to them in the Prospectus. This will instruct you, the registered holder and/or book-entry transfer facility participant, as to the action to be taken by you relating to the Exchange Offer with respect to the Old Debentures held by you for the account of the undersigned. The aggregate face amount of the Old Debentures held by you for the account of the undersigned is (fill in amount): $___________ of the 6.125% Debentures due 2004 With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box): |_| To TENDER the following Old Debentures held by you for the account of the undersigned (insert principal amount of Old Debentures to be tendered, if any): $___________ of the 6.125% Debentures due 2004 |_| NOT to TENDER any Old Debentures held by you for the account of the undersigned. If the undersigned instructs you to tender the Old Debentures held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that (i) the holder is not an "affiliate" of the Company, (ii) any New Debentures to be received by the holder are being acquired in the ordinary course of its business and (iii) the holder has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of such New Debentures. If the undersigned is a broker-dealer that will receive New Debentures for its own account in exchange for Old Debentures, it represents that such Old Debentures were acquired as a result of market-making activities or other trading activities, and it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Debentures. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Debentures, such broker-dealer is not deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933, as amended. 2 SIGN HERE Name of beneficial owner(s):___________________________________________________ Signature(s):__________________________________________________________________ Name(s) (please print):________________________________________________________ Address:_______________________________________________________________________ _______________________________________________________________________________ Telephone Number:______________________________________________________________ Taxpayer Identification or Social Security Number:_____________________________ _______________________________________________________________________________ Date:__________________________________________________________________________ 3 -----END PRIVACY-ENHANCED MESSAGE-----