-----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, GHinGo3WhCKbEyjie3rU0ald4Vk+CzTw3aIjsqm2dWS/i4RhNjBYRH3rnNsqmaHk MWz0V5KKicXyqOp389Ga9g== 0001104659-06-014664.txt : 20060307 0001104659-06-014664.hdr.sgml : 20060307 20060307165611 ACCESSION NUMBER: 0001104659-06-014664 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060301 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060307 DATE AS OF CHANGE: 20060307 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11377 FILM NUMBER: 06670662 BUSINESS ADDRESS: STREET 1: 139 E FOURTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5132872644 MAIL ADDRESS: STREET 1: 139 E FOURTH STREET STREET 2: P.O BOX 960 CITY: CINCINATI STATE: OH ZIP: 45202 8-K 1 a06-6401_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 


 

FORM 8-K

 

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 


 

Date of report (Date of earliest event reported): March 1, 2006

 

CINERGY CORP.

(Exact Name of Registrant as Specified in Its Charter)

 

Commission
File Number
 

 

Registrant, State of Incorporation,
Address and Telephone Number
 

 

I.R.S. Employer
Identification No.
 

1-11377

 

CINERGY CORP.

(A Delaware Corporation)

139 East Fourth Street

Cincinnati, Ohio 45202

(513) 421-9500

 

31-1385023

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

Item 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans

 

On March 1, 2006, Cinergy Corp. (“Cinergy”) received notice from the plan administrator of the Cinergy Corp. Non-Union Employees’ 401(k) Plan, Cinergy Corp. Union Employees’ 401(k) Plan and Cinergy Corp. Union Employees’ Savings Incentive Plan (collectively, the “401(k) Plan”) informing it that the Cinergy Stock Fund under the 401(k) Plan will be closed for participant transactions from the close of business on March 31, 2006 until sometime during the week of April 2, 2006. The blackout period is necessary for the 401(k) Plan’s recordkeeper, Fidelity Investments, to clear all pending trades, determine final share balances, and process the exchange of Cinergy securities for Duke Energy Holding Corp. (“Duke Energy”) securities pursuant to the Agreement and Plan of Merger, dated May 8, 2005, between Cinergy and Duke Energy Corporation. On March 7, 2006, Cinergy sen t a notice to its directors and executive officers informing them that during the blackout period, pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Cinergy’s insider trading policy, they will be unable to trade in Cinergy or Duke Energy common stock (or related securities). During the blackout period and for a two-year period thereafter, information about the actual beginning and ending dates of the blackout period may be obtained, without charge, by contacting Cinergy Corp., Attention: Vice President, Human Resources, 139 East Fourth St., Cincinnati, OH 45202 (telephone (513) 421-9500).

 

The notice to directors and executive officers of Cinergy is included as Exhibit 99.1 hereto.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

 

 

Exhibit No.

 

Description

 

 

 

 

 

 

 

99.1

 

Cinergy Corp. Notice to Directors and Executive Officers

 



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

CINERGY CORP.

 

 

 

 

 

 

 

By

/s/ MARC E. MANLY 

 

Dated: March 7, 2006

 

Name: Marc E. Manly

 

 

Title: Executive Vice President and Chief Legal
Officer

 


EX-99.1 2 a06-6401_1ex99d1.htm EXHIBIT 99.1

Exhibit 99.1

 

Cinergy Corp.

Notice to Directors and Executive Officers

 

Cinergy Corp. (“Cinergy”) has received notice from the plan administrator of the Cinergy Corp. Non-Union Employees’ 401(k) Plan, Cinergy Corp. Union Employees’ 401(k) Plan and Cinergy Corp. Union Employees’ Savings Incentive Plan (collectively, the “401(k) Plan”) that activity in the Cinergy Stock Fund under the 401(k) Plan will be closed for participant transactions from the close of business on March 31, 2006 until sometime during the week of April 2, 2006. This temporary suspension is necessary in order for the 401(k) Plan’s recordkeeper, Fidelity Investments, to clear all pending trades, determine all final share balances, and process the exchange of Cinergy securities for Duke Energy Holding Corp. (“Duke Energy”) securities pursuant to the Agreement and Plan of Merger, dated as of May 8, 2005, between Cinergy and Duke Energy Corporation (the “Merger Agreement”). This notice is intended to inform you that, pursuant to Section 306 of the Sarbanes-Oxley Act of 2002, during the blackout period you will be unable to trade in Cinergy or Duke Energy common stock (or related securities). In addition, this period occurs during a time when trading under Cinergy’s insider trading policy is generally not permitted (i.e., not during a “trading window” pursuant to the Cinergy Corp. Insider Trading Policy). Please note that this restriction will not apply to certain trading activities, including (i) the exchange of Cinergy securities for Duke Energy securities pursuant to the Merger Agreement, (ii) any purchases and sales made pursuant to certain written plans satisfying the conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended or (iii) dividend reinvestments.

 

If you have any question about this notice and the required trading restriction, including whether the blackout period has begun or ended, you may obtain information, without charge, by contacting Cinergy Corp., Attention: Vice President, Human Resources, 139 East Fourth St., Cincinnati, OH 45202 (telephone (513) 421-9500).

 


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