<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON , 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE UNION LIGHT, HEAT AND POWER COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
KENTUCKY 31-0473080
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>
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)
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WILLIAM L. SHEAFER
VICE PRESIDENT AND TREASURER
THE UNION LIGHT, HEAT AND POWER COMPANY
139 EAST FOURTH STREET
CINCINNATI, OHIO 45202
(513) 421-9500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
COPIES TO:
RONAL R. NEWBANKS, ESQ. CHARLES S. WHITMAN, III, ESQ.
TAFT, STETTINIUS & HOLLISTER LLP DAVIS POLK & WARDWELL
1800 FIRSTAR TOWER 450 LEXINGTON AVENUE
CINCINNATI, OH 45202 NEW YORK, NY 10017
(COUNSEL FOR THE REGISTRANT) (COUNSEL FOR THE UNDERWRITERS)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after this Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Debt Securities............................ $50,000,000 100% $50,000,000 $13,900
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE>
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.
<PAGE>
SUBJECT TO COMPLETION, DATED , 1999
PROSPECTUS
THE UNION LIGHT, HEAT AND POWER COMPANY
$50,000,000
DEBT SECURITIES
-----------------
WE WILL PROVIDE THE SPECIFIC TERMS OF THESE SECURITIES IN SUPPLEMENTS TO THIS
PROSPECTUS.
YOU SHOULD READ THIS PROSPECTUS AND THE SUPPLEMENTS CAREFULLY BEFORE YOU INVEST.
-------------------
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.
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THE DATE OF THIS PROSPECTUS IS , 1999
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission (the "Commission") utilizing a "shelf"
registration process. Under this shelf process, we may, from time to time, sell
any combination of the securities described in this prospectus in one or more
offerings up to a total dollar amount of $50,000,000. This prospectus provides
you with a general description of the securities we may offer. Each time we sell
securities, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may also
add, update or change information contained in this prospectus. You should read
both this prospectus and any prospectus supplement together with additional
information described under the heading "Where You Can Find More Information."
In this prospectus, unless the context indicates otherwise, the words
"ULH&P," "we," "our," "ours" and "us" refer to The Union Light, Heat and Power
Company.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with 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 is part of a registration statement on Form S-3 filed with
the Commission under the Securities Act of 1933 (the "Securities Act"). It does
not contain all of the information that is important to you. You should read the
registration statement for further information with respect to ULH&P and the
debt securities. Statements contained in this prospectus concerning the
provisions of any document filed as an exhibit to the registration statement or
otherwise filed with the Commission highlights selected information, and in each
instance reference is made to the copy of the document filed.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Our Annual Report on Form 10-K for the year ended December 31, 1998 and
Quarterly Report on Form 10-Q for the quarter ended March 31, 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 until we sell all of the debt securities. 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, The Union Light,
Heat and Power Company, 139 East Fourth Street, Cincinnati, Ohio 45202,
telephone number (513) 421-9500.
2
<PAGE>
THE COMPANY
We are an electric and gas public utility company incorporated in Kentucky.
We are primarily engaged in the transmission, distribution, and sale of electric
energy and the sale and transportation of natural gas in northern Kentucky. The
area we serve with electricity, gas, or both covers approximately 500 square
miles, has an estimated population of 322,000 people, and includes the cities of
Covington and Newport in Kentucky.
We are a wholly-owned subsidiary of The Cincinnati Gas and Electric Company,
an exempt holding company under the Public Utility Holding Company Act of 1935.
The Cincinnati Gas and Electric Company is a wholly owned subsidiary of Cinergy
Corp., a registered holding company under the Public Utility Holding Company Act
of 1935.
Our principal executive offices are located at 139 East Fourth Street,
Cincinnati, Ohio 45202; our telephone number is (513) 421-9500.
USE OF PROCEEDS
Unless otherwise set forth in a prospectus supplement, the net proceeds from
the sale of the debt securities will be used for general corporate purposes
including repayment of debt and construction costs.
SELECTED FINANCIAL INFORMATION
The following tables show selected financial information of ULH&P. This
information is derived from our historical results. See "Where You Can Find More
Information." All amounts are in thousands except for the percents.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31, YEAR ENDED DECEMBER 31,
1999 ----------------------------------
(UNAUDITED) 1998 1997 1996
---------------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Operating Revenues......................................... $ 82,159 $ 256,813 $ 271,622 $ 267,768
Operating Income........................................... 13,245 27,170 28,021 30,868
Interest................................................... 1,563 4,604 4,768 4,661
------- ---------- ---------- ----------
Net Income................................................. $ 6,543 $ 13,550 $ 12,917 $ 14,596
------- ---------- ---------- ----------
------- ---------- ---------- ----------
</TABLE>
<TABLE>
<CAPTION>
OUTSTANDING OUTSTANDING
MARCH 31, 1999 DECEMBER 31, 1998
--------------------------- ---------------------------
<S> <C> <C> <C> <C>
% OF % OF
AMOUNT CAPITALIZATION AMOUNT CAPITALIZATION
---------- --------------- ---------- ---------------
<CAPTION>
(UNAUDITED)
<S> <C> <C> <C> <C>
Total Debt................................................. $ 85,957 38.8% $ 106,370 45.2%
Common Stock Equity........................................ 135,360 61.2 128,818 54.8
---------- ----- ---------- -----
Total Capitalization....................................... $ 221,317 100.0% $ 235,188 100.0%
---------- ----- ---------- -----
---------- ----- ---------- -----
</TABLE>
RATIO OF EARNINGS TO FIXED CHARGES
Listed 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.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED YEAR ENDED DECEMBER 31,
MARCH 31 -------------------------------
1999 1998 1997 1996
----------------- --------- --------- ---------
<S> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges..................................... 7.09 4.40 5.09 4.98
<CAPTION>
1995 1994
--------- ---------
<S> <C> <C>
Ratio of Earnings to Fixed Charges..................................... 3.05 2.31
</TABLE>
For the purpose of computing the ratio of earnings to fixed charges,
earnings consist of pre-tax income from continuing operations plus fixed
charges. Fixed charges consist of:
- interest expense;
- amortized premiums, discounts and capitalized expenses related to
indebtedness; and
- an estimate of the interest within rental expense.
3
<PAGE>
DESCRIPTION OF DEBT SECURITIES
This prospectus describes certain general terms and provisions of the debt
securities. When we offer to sell a particular series of debt securities, we
will describe the specific terms for the debt securities in a supplement to this
prospectus. The prospectus supplement will also indicate whether the general
terms and provisions described in this prospectus apply to a particular series
of debt securities. The debt securities will be issued under the Indenture dated
as of July 1, 1995 between us and Fifth Third Bank, as Trustee.
We have summarized certain terms and provisions of the Indenture. The
summary is not complete. The Indenture has been incorporated by reference as an
exhibit to the registration statement of which this prospectus forms a part. You
should read the Indenture for the provisions which may be important to you.
Capitalized terms used in this summary have the meanings specified in the
Indenture. The Indenture is subject to and governed by the Trust Indenture Act
of 1939, as amended.
GENERAL
The Indenture allows us to issue debt securities in an unlimited amount from
time to time.
The debt securities will be unsecured obligations of ULH&P.
The relevant prospectus supplement will describe the terms of any debt
securities being offered, including:
- the title of the debt securities;
- any limit on the aggregate principal amount of the debt securities;
- the date or dates on which the principal of any of the debt securities
will be payable;
- the rate or rates at which any of the debt securities will bear interest,
if any;
- the date from which interest, if any, on the debt securities will accrue,
the dates on which interest, if any, will be payable, the date on which
payment of interest, if any, will commence, and the record dates for any
interest payments;
- the right, if any, to extend interest payment periods and the duration of
any extension;
- any redemption, repayment or sinking fund provisions;
- the place or places where the principal of and any premium and interest on
any of the debt securities will be payable;
- the denominations in which any of the debt securities will be issuable;
- the index, if any, with reference to which the amount of principal of or
any premium or interest on the debt securities will be determined;
- any addition to or change in the events of default applicable to any of
the debt securities and any change in the right of the Trustee or the
holders to declare the principal amount of any of the debt securities due
and payable;
- any addition to or change in the covenants in the Indenture;
- the applicability of or any change in the subordination provisions of the
Indenture for a series of debt securities; and
- any other terms of the debt securities inconsistent with the provisions of
the Indenture.
EXCHANGE, REGISTER AND TRANSFER
The debt securities of each series will be issuable only in fully registered
form without coupons.
The debt securities may be presented for exchange, registered and
transferred in the manner, at the places and subject to the restrictions set
forth in the debt securities and the relevant prospectus supplement. Subject to
the limitations noted in the Indenture, you will not have to pay for such
services, except for any taxes or other governmental charges associated with
such services. You may transfer any debt securities in bearer form and the
associated coupons, if any, by delivering them.
4
<PAGE>
GLOBAL SECURITIES
We may issue registered debt securities of a series in the form of one or
more fully registered global debt securities (each "registered global security")
that we will deposit with a depositary (or with a nominee of a depositary)
identified in the prospectus supplement relating to such series and registered
in the name of the depositary (or a nominee). In such a case, we will issue one
or more registered global securities. The face of such registered global
securities will set forth the aggregate principal amount of the series of debt
securities that such global registered securities represent. The depositary (or
its nominee) will not transfer any registered global security unless and until
it is exchanged in whole or in part for debt securities in definitive registered
form, except that:
- the depositary may transfer the whole registered global security to a
nominee;
- the depositary's nominee may transfer the whole registered global security
to the depositary;
- the depositary's nominee may transfer the whole registered global security
to another of the depositary's nominees; and
- the depositary (or its nominee) may transfer the whole registered global
security to its (or its nominee's) successor.
The Depository Trust Company, which may be a depositary, currently accepts
only debt securities that are denominated in U.S. dollars.
DEPOSITARY ARRANGEMENTS
We will describe the specific terms of the depositary arrangement with
respect to any portion of a series of debt securities to be represented by a
registered global security in the prospectus supplement relating to such series.
We anticipate that the following provisions will apply to all depositary
arrangements.
Generally, ownership of beneficial interests in a registered global security
will be limited to persons that have accounts with the depositary for such
registered global security ("participants") or persons that may hold interests
through participants. Upon the issuance of a registered global security, the
depositary will credit, on its book-entry registration and transfer system, the
participants' accounts with the respective principal amounts of the debt
securities represented by such registered global security that are beneficially
owned by such participants.
Any dealers, underwriters or agents participating in the distribution of
such debt securities will designate the accounts to credit. For participants,
the depositary will maintain the only record of their ownership of a beneficial
interest in the registered global security and they will only be able to
transfer such interests through the depositary's records. For people who hold
through a participant, the relevant participant will maintain such records for
beneficial ownership and transfer. The laws of some states may require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to own,
transfer or pledge beneficial interests in registered global securities.
So long as the depositary (or its nominee) is the record owner of a
registered global security, such depositary (or its nominee) will be considered
the sole owner or holder of the debt securities represented by such registered
global security for all purposes under the Indenture. Except as set forth below,
owners of beneficial interests in a registered global security will not be
entitled to have the debt securities represented by such registered global
security registered in their names, and will not receive or be entitled to
receive physical delivery of such debt securities in definitive form and will
not be considered the owners or holders under the Indenture. Accordingly, each
person owning a beneficial interest in a registered global security must rely on
the procedures of the depositary and, if such person is not a participant, on
the procedures of the participant through which such person owns its interest,
to exercise any rights of a holder under the Indenture. We understand that under
existing industry practices, if we request any action of holders or if any owner
of a beneficial interest in a registered global security desires to give or take
any action allowed under the Indenture, the depositary would authorize the
participants holding the relevant beneficial interests to give or take such
action, and such participants would authorize beneficial owners
5
<PAGE>
owning through such participants to give or take such action or would otherwise
act upon the instruction of beneficial owners holding through them.
INTEREST AND PREMIUM
Payments of principal, premium, if any, and any interest on debt securities
represented by a registered global security registered in the name of a
depositary (or its nominee) will be made to the depositary (or its nominee) as
the registered owner of such registered global security. We and our agents will
have no responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in any registered
global security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests, and neither will the trustee
and its agents.
We expect that the depositary for any debt securities represented by a
registered global security, upon receipt of any payment of principal, premium,
if any, or any interest in respect of such registered global security, will
immediately credit participants' accounts with payments in amounts proportionate
to their respective beneficial interests in such registered global security as
shown on the depositary's records. We also expect that payments by participants
to owners of beneficial interests in such registered global security held
through such participants will be governed by standing customer instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of such participants.
WITHDRAWAL OF DEPOSITARY
If the depositary for any debt securities represented by a registered global
security notifies us that it is unwilling or unable to continue as depositary or
ceases to be eligible under applicable law, and a successor depositary is not
appointed within 90 days, debt securities in definitive form will be issued in
exchange for the relevant registered global security. In addition, we may at any
time and in our sole discretion determine not to have any of the debt securities
of a series represented by one or more registered global securities and, in such
event, debt securities of such series in definitive form will be issued in
exchange for all of the registered global security or registered global
securities representing such debt securities. Any debt securities issued in
definitive form in exchange for a registered global security will be registered
in such name or names that the depositary gives to the trustee. We expect that
such instructions will be based upon directions received by the depositary from
participants with respect to ownership of beneficial interests in such
registered global security.
PAYMENT AND PAYING AGENTS
Unless the applicable prospectus supplement indicates otherwise, payment of
interest on a debt security on any interest payment date will be made to the
person in whose name such debt security is registered at the close of business
on the regular record date for such interest payment.
Unless the applicable prospectus supplement indicates otherwise, principal
of and any premium and interest on the debt securities will be payable at the
office of the paying agent designated by us. However, we may elect to pay
interest by check mailed to the address of the person entitled to such payment
at the address appearing in the security register. Unless otherwise indicated in
the applicable prospectus supplement, 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 debt securities of each series. Any other paying agents
initially designated by us for the debt securities of a particular series will
be named in the applicable prospectus supplement. 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
debt securities of a particular series.
All moneys paid by us to a paying agent for the payment of the principal of
or any premium or interest on any debt security which remain 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 debt security thereafter
may look only to us for payment.
6
<PAGE>
CONSOLIDATION, MERGER, AND SALE OF ASSETS
The Indenture does not contain any provision that restricts our ability to
merge or consolidate with or into any other corporation, sell or convey all or
substantially all of our assets to any person, firm or corporation or otherwise
engage in restructuring transactions, provided that the successor corporation
assumes due and punctual payment of principal or premium, if any, and interest
on the debt securities.
EVENTS OF DEFAULT
Each of the following is defined as an event of default under the Indenture
with respect to debt securities of any series:
- failure to pay principal of or any premium on any debt security of that
series when due;
- failure to pay any interest on any debt security of that series when due,
continued for 30 days;
- failure to deposit any sinking fund payment, when due, in respect of any
debt security of that series;
- failure to perform any other of our covenants in the Indenture (other than
a covenant included in the Indenture solely for the benefit of a series
other than that series), 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 debt securities of that series, as provided in
the Indenture; and
- certain events of bankruptcy, insolvency or reorganization.
If an event of default (other than a bankruptcy, insolvency or
reorganization event of default) with respect to the debt securities of any
series at the time outstanding shall occur and be continuing, either the Trustee
or the holders of at least 35% in aggregate principal amount of the outstanding
debt securities of that series by notice as provided in the Indenture may
declare the principal amount of the debt securities of that series to be due and
payable immediately. If a bankruptcy, insolvency or reorganization event of
default with respect to the debt securities of any series at the time
outstanding shall occur, the principal amount of all the debt securities of that
series will automatically, and without any action by the Trustee or any holder,
become immediately due and payable. After any such acceleration, but before a
judgment or decree based on acceleration, the holders of a majority in aggregate
principal amount of the outstanding debt securities of that series 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 shall occur and be 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 debt securities of any series
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 debt securities of that
series.
No holder of a debt security of any series 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:
(i) such holder has previously given to the Trustee written notice of a
continuing event of default with respect to the debt securities of that
series;
(ii) the holders of at least 35% in aggregate principal amount of the
outstanding debt securities of that series have made written request,
and such holder or holders have offered reasonably satisfactory
indemnity, to the Trustee to institute such proceeding as trustee; and
7
<PAGE>
(iii) the Trustee has failed to institute such proceeding, and has not
received from the holders of a majority in aggregate principal amount
of the outstanding debt securities of that series 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 debt security for the enforcement of
payment of the principal of or any premium or interest on such debt
security on or after the applicable due date specified in such debt
security.
We will be required to furnish to the Trustee annually a statement by
certain of our officers as to whether or not we, to our knowledge, are 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
Modifications and amendments of the Indenture may be made by us and the
Trustee with the consent of the holders of not less than a majority in aggregate
principal amount of the outstanding debt securities of each series affected by
such modification or amendment; provided, however, that no such modification or
amendment may, without the consent of the holder of each outstanding debt
security affected thereby:
- change the stated maturity of the principal of, or any installment of
principal of or interest on, any debt security;
- reduce the principal amount of, or any premium or interest on, any debt
security;
- reduce the amount of principal of an original issue discount security or
any other debt security payable upon acceleration of the maturity thereof;
- change the place or currency of payment of principal of or any premium or
interest on any debt security;
- affect the applicability of the subordination provisions to any debt
security;
- impair the right to institute suit for the enforcement of any payment on
or with respect to any debt security; or
- reduce the percentage in principal amount of outstanding debt securities
of any series, the consent of whose holders is required for modification
or amendment of the Indenture, reduce the percentage in principal amount
of outstanding debt securities of any series necessary for waiver of
compliance with certain provisions of the Indenture or for waiver of
certain defaults or modify such provisions with respect to modification
and waiver.
The holders of not less than a majority in aggregate principal amount of the
outstanding debt securities of any series may waive our compliance with certain
restrictive provisions of the Indenture. The holders of a majority in
principal amount of the outstanding debt securities of any series may waive any
past default under the Indenture, except a default in the payment of principal,
premium, or interest and certain covenants and provisions of the Indenture which
cannot be amended without the consent of the holder of each outstanding debt
security of such series affected.
Except in certain limited circumstances, we will be entitled to set any day
as a record date for the purpose of determining the holders of outstanding debt
securities of any series entitled to give or take any direction, notice,
consent, waiver, or other action under the Indenture, in the manner and subject
to the limitations provided in the Indenture. In certain limited circumstances,
the Trustee will be entitled to set a record date for action by holders. If a
record date is set for any action to be taken by holders of a particular series,
such action may be taken only by persons who are holders of outstanding debt
securities of that series on the record date. To be effective, such action must
be taken by holders of the requisite principal amount of such debt securities
within a specified period following the record date. For any particular record
date, this period will be 180 days or such other shorter period as we may
specify (or the Trustee, if it set the record date), and may be shortened or
lengthened (but not beyond 180 days) from time to time.
8
<PAGE>
DEFEASANCE AND COVENANT DEFEASANCE
Under the Indenture, we may elect to have the provisions of the Indenture
relating to defeasance and discharge of indebtedness or the provisions relating
to defeasance of certain restrictive covenants applied with respect to the debt
securities of any series.
DEFEASANCE AND DISCHARGE. If we elect to have the provisions of the
Indenture relating to defeasance and discharge of indebtedness applied to any
debt securities, we will be discharged from all our obligations with respect to
such debt securities (except for certain obligations to exchange or register the
transfer of debt securities, to replace stolen, lost or mutilated debt
securities, to maintain paying agencies and to hold moneys for payment in trust)
upon the deposit in trust for the benefit of the holders of such debt securities
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 debt securities on the respective stated maturities in
accordance with the terms of the Indenture and such debt securities. 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 debt securities 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. If we elect to have the provisions of the
Indenture relating to defeasance of certain covenants applied to any debt
securities, we may omit to comply with certain restrictive covenants that may be
described in the applicable prospectus supplement, and the occurrence of certain
events of default, which are described above (with respect to such restrictive
covenants) under "events of default" and any that may be described in the
applicable prospectus supplement, will be deemed not to be or result in an event
of default, in each case with respect to such debt securities. In order to
exercise such option, we will be required to deposit, in trust for the benefit
of the holders of such debt securities, 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 debt securities on the
respective stated maturities in accordance with the terms of the Indenture and
such debt securities. We will also be required, among other things, to deliver
to the Trustee an opinion of counsel to the effect that holders of such debt
securities 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 that we exercised this option with respect to any debt
securities and such debt securities were 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
debt securities at the time of their respective stated maturities but may not be
sufficient to pay amounts due on such debt securities upon any acceleration
resulting from such event of default. In such case, we would remain liable for
such payments..
TITLE
ULH&P and the Trustee, and any agent of ULH&P or the Trustee may treat the
person in whose name a debt security is registered as the absolute owner thereof
(whether or not such debt security may be overdue) for the purpose of making
payment and for all other purposes.
GOVERNING LAW
The Indenture and the debt securities will be governed by, and construed in
accordance with, the laws of the State of New York.
9
<PAGE>
CONCERNING THE TRUSTEE
Fifth Third Bank is the Trustee under the Indenture. Fifth Third Bank also
acts as Trustee for certain unsecured debt securities of our parent, The
Cincinnati Gas & Electric Company, and certain of our other affiliates,
including Cinergy Corp., Cinergy Global Resources, Inc. and PSI Energy, Inc.
Fifth Third Bank also acts as Trustee for certain pollution control revenue
bonds of Cincinnati Gas & Electric and PSI, and acts as registrar for the common
stock of Cinergy and for the preferred stock of Cincinnati Gas & Electric and
PSI. Fifth Third Bank makes loans to, acts as depositary for, and, in the normal
course of business, also performs other services for ULH&P, Cincinnati Gas &
Electric and PSI.
PLAN OF DISTRIBUTION
We may sell the debt securities directly to purchasers or indirectly through
underwriters, dealers or agents. The name of any such underwriters, dealers or
agents will be set forth in the relevant prospectus supplement. We will also set
forth in the relevant prospectus supplement:
- the terms of the offering of the debt securities;
- the proceeds we receive from such a sale;
- any underwriting discounts and other items constituting underwriters'
compensation;
- any initial public offering price;
- any discounts or concessions allowed or reallowed or paid to dealers; and
- any securities exchanges on which we may list the debt securities.
We may distribute the debt securities from time to time in one or more
transactions at:
- a fixed price;
- prices that may be changed;
- market prices at the time of sale;
- prices related to prevailing market prices; and
- negotiated prices.
We will describe the method of distribution in the relevant prospectus
supplement.
If we use underwriters with respect to a series of debt securities, we will
set forth in the relevant prospectus supplement:
- the name of the managing underwriter, if any;
- the name of any other underwriters; and
- the terms of the transaction, including any underwriting discounts and
other items constituting compensation of the underwriters and dealers, if
any.
The underwriters will acquire any debt securities for their own accounts and
they may resell the debt securities from time to time in one or more
transactions, including negotiated transactions, at a fixed public offering
price and at varying prices determined at the time of sale.
Any initial public offering price and any discounts or concessions allowed
or reallowed or paid to dealers may be changed from time to time. We anticipate
that any underwriting agreement pertaining to any debt securities will:
- entitle the underwriters to indemnification by us against certain civil
liabilities under the Securities Act, or to contribution with respect to
payments that the underwriters may be required to make related to any such
civil liability;
10
<PAGE>
- subject the obligations of the underwriters to certain conditions
precedent; and
- obligate the underwriters to purchase all debt securities offered in a
particular offering if any such debt securities are purchased.
In connection with an offering of debt securities, underwriters may engage
in transactions that stabilize, maintain or otherwise affect the price of the
debt securities. Specifically, underwriters may:
- overallot in connection with the offering, creating a syndicate short
position;
- bid for, and purchase, debt securities in the open market to cover
syndicate short positions;
- bid for, and purchase, debt securities in the open market to stabilize the
price of the debt securities; and
- reclaim selling concessions allowed for distributing the debt securities
in the offering if the syndicate repurchases previously distributed debt
securities in syndicate covering transactions, in stabilization
transactions or otherwise.
Any of these activities may stabilize or maintain the market price of the
debt securities above independent market levels. Underwriters are not required
to engage in these activities, and may end any of these activities at any time.
If we use a dealer in an offering of debt securities, we will sell such debt
securities to the dealer, as principal. The dealer may then resell the debt
securities to the public at varying prices to be determined by such dealer at
the time of resale. We will set forth the name of the dealer and the terms of
the transaction in the prospectus supplement.
If we use an agent in an offering of debt securities, we will name the agent
and describe the terms of the agency in the relevant prospectus supplement.
Unless we indicate otherwise in the prospectus supplement, we will require an
agent to act on a best efforts basis for the period of its appointment.
Dealers and agents named in a prospectus supplement may be considered
underwriters of the debt securities described in the prospectus supplement under
the Securities Act. We may indemnify them against certain civil liabilities
under the Securities Act. In the ordinary course of business, we may engage in
transactions with underwriters, dealers and agents and they may perform services
for us.
We may solicit offers to purchase debt securities and make sales directly to
institutional investors or others who may be considered underwriters under the
Securities Act with respect to such sales. We will describe the terms of any
such offer in the relevant prospectus supplement.
If we authorize underwriters or other agents to solicit offers to purchase
debt securities from institutional investors pursuant to contracts providing for
payment and delivery at a future date, we will indicate that we are doing so in
the relevant prospectus supplement. We must approve all purchasers under such
contracts; the institutional investors may include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions and others. We will not subject the obligations of such
purchasers to any conditions except that:
- we will not allow such purchases if they violate the laws of any
jurisdiction to which a proposed purchaser is subject; and
- if we are also selling the debt securities to underwriters, we will not
sell to the underwriters subject to delayed delivery.
Underwriters and other agents will not be responsible for the validity or
performance of such contracts providing for payment and delivery at a future
date.
We will set forth in the relevant prospectus supplement the anticipated
delivery date of debt securities and the prospectus delivery obligations of
dealers.
11
<PAGE>
LEGAL MATTERS
The validity of the debt securities will be passed upon for us by Taft,
Stettinius & Hollister LLP, Cincinnati, Ohio.
EXPERTS
The financial statements and schedule incorporated by reference in this
prospectus, have been audited by Arthur Andersen LLP, independent public
accountants, to the extent and for the periods indicated in their reports, and
are incorporated by reference in reliance upon the authority of such firm as
experts in accounting and auditing.
12
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Registration fee.................................................. $ 13,900
Rating agency fees................................................ 45,000
Printing.......................................................... 30,000
Trustees's fees and expenses...................................... 15,000
Blue Sky fees and expenses........................................ 8,000
Legal fees and expenses........................................... 60,000
Accounting fees and expenses...................................... 50,000
Miscellaneous..................................................... 8,100
---------
Total........................................................... $ 230,000
---------
---------
All of the above, except for the registration fee, are
estimated.
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 271B.8-500 to 271B.8-580 of the Kentucky Revised Statutes provide
that a corporation may indemnify an individual made a party to any threatened,
pending, or completed action, suit, or proceeding whether civil, criminal,
administrative, or investigative because he is or was a director or any
individual who, while a director, is or was serving at the corporation's request
as a director, officer, partner, trustee, employee, or agent of another foreign
or domestic corporation, partnership, joint venture, trust, employee benefit
plan, or other enterprise, against a judgment, settlement, penalty, fine, or
reasonable expenses (including counsel fees) incurred with respect to a
proceeding, if he conducted himself in good faith and he reasonably believed, in
the case of conduct in his official capacity with the corporation, that his
conduct was in its best interest, and in all other cases, that his conduct was
at least not opposed to its best interests, and, in the case of any criminal
proceeding, he had no reasonable cause to believe his conduct was unlawful.
Unless limited by its articles of incorporation, a corporation shall indemnify a
director who was wholly successful on the merits or otherwise, in the defense of
any proceeding to which he was a party because he is or was a director, against
reasonable expenses incurred by him in connection with the proceeding. Under
Section 271B.8-510, a corporation may not indemnify a director in connection
with a proceeding by or in the right of the corporation in which the director
was adjudged liable to the corporation, or in connection with any other
proceeding charging improper personal benefit to him, whether or not involving
action in his official capacity, in which he was adjudged liable on the basis
that personal benefit was improperly received by him. Indemnification in
connection with a proceeding by or in the right of the corporation is limited to
reasonable expenses incurred in connection with the proceeding.
Section 271B.8-560 provides that a corporation may indemnify an officer,
employee, or agent of the corporation who is not a director to the same extent
as to a director, and may indemnify and advance expenses to such an individual
who is not a director to the extent, consistent with public policy, that may be
provided by its articles of incorporation, bylaws, general or specific action of
its board of directors, or contract.
Section 271B.8-570 authorizes a corporation to purchase and maintain
insurance on behalf of an individual who is or was a director, officer,
employee, or agent of the corporation, or who, while such director, officer,
employee, or agent, is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan,
or other enterprise, against liability asserted against or insured by him in
that capacity or arising from his status as a director, officer, employee, or
agent, whether or not the corporation would have power to indemnify him against
the same liability.
II-1
<PAGE>
Section 271B.8-580 provides that such indemnification shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any bylaw, agreement, vote of shareholders, or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office.
Union Light's By-Laws provide indemnification to its directors, officers,
employees, and agents to the fullest extent authorized by Kentucky law.
Union Light maintains an insurance policy covering its directors and
officers against certain civil liabilities, including liabilities under the
Securities Act of 1933.
The underwriters, dealers or agents, if any, will agree under certain
circumstances to indemnify the directors and certain officers of Union Light
against certain civil liabilities, principally liabilities under the Securities
Act of 1933.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ---------- ------------------------------------------------------------------------------------------------------
<C> <S>
*1 --Form of Underwriting Agreement. (Exhibit to the Company's Registration Statement No. 33-58965.)
*4(a) --Original Indenture (Unsecured Debt Securities) between the Company and the Fifth Third Bank dated as
of July 1, 1995. (Exhibit to the Company's June 30, 1995, Form 10-Q in File No. 2-7793.)
*4(b) --First Supplemental Indenture between the Company and The Fifth Third Bank dated as of July 15, 1995.
(Exhibit to the Company's June 30, 1995, Form 10-Q in File No. 2-7793.)
*4(c) --Second Supplemental Indenture between the Company and The Fifth Third Bank dated as of April 30,
1998. (Exhibit to the Company's March 31, 1998, Form 10-Q in File No. 2-7793.)
*4(d) --Third Supplemental Indenture between the Company and The Fifth Third Bank dated as of December 8,
1998. (Exhibit to the Company's 1998 Form 10-K in File No. 2-7793.)
4(e) --Form of Supplemental Indenture between the Company and The Fifth Third Bank
5 --Opinion of Taft, Stettinius & Hollister LLP as to legality of the Debt Securities
12 --Computation of ratio of earnings to fixed charges
23(a) --Consent of Taft, Stettinius & Hollister LLP (included in their opinion filed as Exhibit 5)
23(b) --Consent of Arthur Andersen LLP, Cincinnati, Ohio (see page II-5)
24(a) --Power of Attorney (filed herewith)
24(b) --Certified copy of resolution of the Company's Board of Directors
25 --Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Fifth Third Bank
</TABLE>
- ------------------------
* Incorporated by reference as indicated.
ITEM 17. UNDERTAKINGS
(a) The Registrant 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-2
<PAGE>
(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 to the registration statement) which,
individually or in the aggregate, represent a fundamental change in the
information contained in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission pursuant to
Rule 424(b) under the Securities Act of 1933 if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) to include any material information on the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration statement;
PROVIDED, HOWEVER, that the undertakings set forth in paragraph (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference
in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment is deemed to be a new
registration statement relating to the securities offered under such
registration statement, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering of such securities.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby understands that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
(c) 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 above provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on July 21, 1999.
<TABLE>
<S> <C> <C>
THE UNION LIGHT, HEAT AND POWER COMPANY
By: JAMES E. ROGERS*
------------------------------------------
James E. Rogers
Vice Chairman and
Chief Executive Officer
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ------------------------------------------ ------------------------- ----------------------
<C> <S> <C>
(i) Principal executive officer:
JAMES E. ROGERS*
--------------------------------- Vice Chairman and Chief July 21, 1999
James E. Rogers Executive Officer
(ii) Principal financial officer:
MADELEINE W. LUDLOW*
--------------------------------- Vice President and Chief July 21, 1999
Madeleine W. Ludlow Financial Officer
(iii) Principal accounting officer:
/s/ BERNARD F. ROBERTS
--------------------------------- Vice President and July 21, 1999
Bernard F. Roberts Comptroller
(iv) Directors:
JAMES E. ROGERS* Director July 21, 1999
MADELEINE W. LUDLOW* Director July 21, 1999
JAMES L. TURNER* Director July 21, 1999
*By /s/ WILLIAM L. SHEAFER
---------------------------------
William L. Sheafer, Attorney-in-fact
</TABLE>
II-4
<PAGE>
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 The Union Light, Heat and Power Company'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.
ARTHUR ANDERSEN LLP
Cincinnati, Ohio
July 20, 1999.
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- ---------- ---------------------------------------------------------------------------------------- -----
<C> <S> <C>
*1 --Form of Underwriting Agreement. (Exhibit to the Company's Registration Statement No.
33-58965.)............................................................................
*4(a) --Original Indenture (Unsecured Debt Securities) between the Company and the Fifth Third
Bank dated as of July 1, 1995. (Exhibit to the Company's June 30, 1995, Form 10-Q in
File No. 2-7793.).....................................................................
*4(b) --First Supplemental Indenture between the Company and The Fifth Third Bank dated as of
July 15, 1995. (Exhibit to the Company's June 30, 1995, Form 10-Q in File No.
2-7793.)..............................................................................
*4(c) --Second Supplemental Indenture between the Company and The Fifth Third Bank dated as of
April 30, 1998. (Exhibit to the Company's March 31, 1998, Form 10-Q in File No.
2-7793.)..............................................................................
*4(d) --Third Supplemental Indenture between the Company and The Fifth Third Bank dated as of
December 8, 1998. (Exhibit to the Company's 1998 Form 10-K in File No. 2-7793.).......
4(e) --Form of Supplemental Indenture between the Company and The Fifth Third Bank...........
5 --Opinion of Taft, Stettinius & Hollister LLP as to legality of the Debt Securities.....
12 --Computation of ratio of earnings to fixed charges.....................................
23(a) --Consent of Taft, Stettinius & Hollister LLP (included in their opinion filed as
Exhibit 5)............................................................................
23(b) --Consent of Arthur Andersen LLP, Cincinnati, Ohio (see page II-5)......................
24(a) --Power of Attorney (filed herewith)....................................................
24(b) --Certified copy of resolution of the Company's Board of Directors......................
25 --Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Fifth
Third Bank............................................................................
</TABLE>
- ------------------------
* Incorporated by reference as indicated.
<PAGE>
EXHIBIT 4 (e)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE UNION LIGHT, HEAT AND POWER COMPANY
AND
THE FIFTH THIRD BANK,
Trustee
----------------
Fourth Supplemental Indenture
Dated as of
To
Indenture
Dated as of
----------------
% Debentures Due
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
FOURTH SUPPLEMENTAL INDENTURE, dated as of , between The Union
Light, Heat and Power Company, a corporation duly organized and existing
under the laws of the Commonwealth of Kentucky (herein called the "Company"),
having its principal office at 139 East Fourth Street, Cincinnati, Ohio
45202, and The Fifth Third Bank, an Ohio banking corporation, as Trustee
(herein called the "Trustee") under the Indenture dated as of July 1, 1995
between the Company and the Trustee (the "Indenture").
Recitals of the Company
The Company has executed and delivered the Indenture to the Trustee to
provide for the issuance from time to time of its unsecured debentures, notes or
other evidences of indebtedness (the "Securities"), to be issued in one or more
series as in the Indenture provided.
Pursuant to the terms of the Indenture, the Company desires to
provide for the establishment of a new series of its Securities to be known
as its % Debentures Due (herein called the "Debentures"), in this Fourth
Supplemental Indenture.
All things necessary to make this Fourth Supplemental Indenture a valid
agreement of the Company have been done.
Now, Therefore, This Fourth Supplemental Indenture Witnesseth:
For and in consideration of the premises and the purchase of the
Debentures by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Debentures, as follows:
ARTICLE ONE
Terms of the Debentures
Section 101. There is hereby authorized a series of Securities
designated the " % Debentures Due ", limited in aggregate principal
amount to $ ,000,000 (except as provided in Section 301(2) of the
Indenture). The Debentures shall mature and the principal shall be due and
payable together with all accrued and unpaid interest thereon on ,
and shall be issued in the form of a registered Global Security without
coupons, registered in the name of Cede & Co., as nominee of The Depository
Trust Company (the "Depositary").
Section 102. The provisions of Section 305 of the Indenture applicable
to Global Securities shall apply to the Debentures.
Section 103. Interest on each of the Debentures shall be payable
semiannually
1
<PAGE>
on and in each year (each an "Interest Payment Date"), commencing
on , at the rate per annum specified in the designation of the
Debentures from , or from the most recent Interest Payment Date to
which interest has been paid or duly provided for. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will
be paid to the Person in whose name such Debenture (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the Business Day immediately
preceding such Interest Payment Date. The amount of interest payable for any
period will be computed on the basis of a 360-day year of twelve 30-day
months. As used herein, "Business Day" means any day, other than a Saturday
or Sunday, or a day on which banking institutions in New York, New York are
authorized or obligated by law or executive order to be closed.
Section 104. Subject to agreements with or the rules of the Depositary
or any successor book-entry security system or similar system with respect to
Global Securities, payments of interest will be made by check mailed to the
Holder of each Debenture at the address shown in the Security Register, and
payments of the principal amount of each Debenture will be made at maturity by
check against presentation of the Debenture at the office or agency of the
Trustee.
Section 105. The Debentures shall be issued in denominations of $1,000
or any integral multiple of $1,000.
Section 106. Principal and interest on the Debentures shall be payable
in the coin or currency of the United States of America, which, at the time of
payment, is legal tender for public and private debts.
Section 107. The Debentures shall be subject to defeasance and covenant
defeasance, at the Company's option, as provided for in Sections 1302 and 1303
of the Indenture.
Section 108. Subject to the terms of Article Eleven of the Indenture,
the Company shall have the right to redeem the Debentures, in whole but not in
part, from time to time and at any time (such redemption, an "Optional
Redemption", and the date thereof, the "Optional Redemption Date") upon not less
than 30 days' notice to the holders, at a redemption price equal to the sum of
(A) the greater of (i) 100% of the principal amount of the Debentures to be
redeemed or (ii) the sum of the present values of the Remaining Scheduled
Payments thereon discounted to the Optional 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, less the Applicable Accrued Interest Amount
plus (B) the Applicable Accrued Interest Amount.
"Applicable Accrued Interest Amount" means, at the Optional Redemption
Date, the amount of interest accrued and unpaid from the prior interest payment
date to the Optional Redemption Date on the Debentures subject to the Optional
Redemption determined at the rate per annum shown in the title thereof, computed
2
<PAGE>
on the basis of a 360-day year of twelve 30-day months.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Debentures to be redeemed pursuant to the
Optional Redemption. "Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the Trustee after consultation with the Company.
"Comparable Treasury Price" means, with respect to the Optional
Redemption Date, the average of the Reference Treasury Dealer Quotations for
such Optional Redemption Date.
"Reference Treasury Dealer" means a primary U.S. Government securities
dealer in New York City. "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.
on the third Business Day preceding such redemption date.
"Remaining Scheduled Payments" means, with respect to any Debenture,
the remaining scheduled payments of the principal thereof to be redeemed and
interest thereon that would be due after the Optional Redemption Date but for
the Optional Redemption.
"Treasury Rate" means, with respect to the Optional Redemption Date (if
any), the rate per annum equal to the semiannual equivalent yield to maturity of
the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Optional Redemption Date.
ARTICLE TWO
Form of the Debentures
Section 201. The Debentures are to be substantially in the following
form and shall include substantially the legend shown so long as the
Debentures are Global Securities:
3
<PAGE>
(FORM OF FACE OF DEBENTURE)
No. R-1 $ ,000,000
CUSIP No.
THE UNION LIGHT, HEAT AND POWER COMPANY
% DEBENTURE DUE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC") TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THE UNION LIGHT, HEAT AND POWER COMPANY, a corporation duly
organized and existing under the laws of the Commonwealth of Kentucky (herein
called the "Company", which term includes any successor Person under the
Indenture hereafter referred to), for value received, hereby promises to pay
to CEDE & CO., or registered assigns, the principal sum of Million and
No/100 Dollars ($ ,000,000) on , and to pay interest thereon from
or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semiannually on and
in each year, commencing , , at the rate of % per annum, until
the principal hereof is paid or made available for payment. The amount of
interest payable on any Interest Payment Date shall be computed on the basis
of a 360-day year of twelve 30-day months. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the
Business Day immediately preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to
be payable to the Holder on such Regular Record Date and may either be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than
10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements
4
<PAGE>
of any securities exchange on which the Securities of this series may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in the Indenture.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the corporate trust office of the Trustee maintained
for that purpose in the City of Cincinnati, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the option of the
Company payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register.
Any payment on this Security due on any day which is not a Business Day
in the City of New York need not be made on such day, but may be made on the
next succeeding Business Day with the same force and effect as if made on the
due date and no interest shall accrue for the period from and after such date,
unless such payment is a payment at maturity or upon redemption, in which case
interest shall accrue thereon at the stated rate for such additional days.
As used herein, "Business Day" means any day, other than a Saturday or
Sunday, or a day on which banking institutions in New York, New York are
authorized or obligated by law or executive order to be closed.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
In Witness Whereof, the Company has caused this instrument to be duly
executed.
THE UNION LIGHT, HEAT AND POWER COMPANY
By
-----------------------
5
<PAGE>
CERTIFICATE OF AUTHENTICATION
Dated:
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
THE FIFTH THIRD BANK,
as Trustee
By
--------------------
Authorized Signatory
(FORM OF REVERSE OF DEBENTURE)
This Security is one of a duly authorized issue of securities of the Company
(herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of July 1, 1995 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and The Fifth Third Bank, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of
the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and
of the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof,
limited in aggregate principal amount to $ ,000,000.
The Securities of this series are subject to optional redemption, in whole
but not in part, from time to time and at any time (such redemption, an
"Optional Redemption", and the date thereof, the "Optional Redemption Date")
upon not less than 30 days' notice to the holders, at a redemption price
equal to the sum of (A) the greater of (i) 100% of the principal amount of
the Securities of this series to be redeemed or (ii) the sum of the present
values of the Remaining Scheduled Payments thereon discounted to the Optional
Redemption Date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus basis points, less
the Applicable Accrued Interest Amount plus (B) the Applicable Accrued
Interest Amount.
"Applicable Accrued Interest Amount" means, at the Optional Redemption Date,
the amount of interest accrued and unpaid from the prior interest payment
date to the Optional Redemption Date on the Securities of this series subject
to the Optional Redemption determined at the rate per annum shown in the
title thereof, computed on the basis of a 360-day year of twelve 30-day
months.
"Comparable Treasury Issue" means the United States Treasury security selected
by
6
<PAGE>
an Independent Investment Banker as having a maturity that would be utilized,
at the time of selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of comparable maturity to
the remaining term of the Securities of this series to be redeemed pursuant
to the Optional Redemption. "Independent Investment Banker" means one of the
Reference Treasury Dealers appointed by the Trustee after consultation with
the Company.
"Comparable Treasury Price" means, with respect to the Optional Redemption Date,
the average of the Reference Treasury Dealer Quotations for such Optional
Redemption Date.
"Reference Treasury Dealer" means a primary U.S. Government securities dealer in
New York City. "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.
on the third Business Day preceding such redemption date.
"Remaining Scheduled Payments" means, with respect to any Securities of this
series, the remaining scheduled payments of the principal thereof to be redeemed
and interest thereon that would be due after the Optional Redemption Date but
for the Optional Redemption.
"Treasury Rate" means, with respect to the Optional Redemption Date (if any),
the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Optional Redemption Date.
The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or certain restrictive covenants and Events of
Default with respect to this Security upon compliance with certain conditions
set forth in the Indenture.
If an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of a majority in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the
7
<PAGE>
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder of
this Security shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee or for any
other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 35% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonably satisfactory indemnity,
and the Trustee shall not have received from the Holders of a majority in
principal amount of Securities of this series at the time Outstanding a
direction inconsistent with such request, and shall have failed to institute any
such proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.
No reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
8
<PAGE>
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
ARTICLE THREE
Original Issue of Debentures
Section 301. Debentures in the aggregate principal amount of
$ ,000,000, may, upon execution of this Fourth Supplemental Indenture,
or from time to time thereafter, be executed by the Company and delivered to
the Trustee for authentication, and the Trustee shall thereupon authenticate
and deliver said Debentures upon a Company Order without any further action by
the Company.
ARTICLE FOUR
Paying Agent and Security Registrar
Section 401. The Fifth Third Bank will be the Paying Agent and Security
Registrar for the Debentures.
ARTICLE FIVE
Sundry Provisions
Section 501. Except as otherwise expressly provided in this Third
Supplemental Indenture or in the form of Debenture or otherwise clearly required
by the context hereof or thereof, all terms used herein or in said form of
Debenture that are defined in the Indenture shall have the several meanings
respectively assigned to them thereby.
Section 502. The Indenture, as supplemented by this Fourth Supplemental
Indenture, is in all respects ratified and confirmed, and this Fourth
Supplemental Indenture shall be deemed part of the Indenture in the manner and
to the extent herein and therein provided.
------------------
9
<PAGE>
This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
In Witness Whereof, the parties hereto have caused this Fourth
Supplemental Indenture to be duly executed as of the date first above written.
THE UNION LIGHT, HEAT AND POWER COMPANY
By
-------------------------
William L. Sheafer
Vice President and
Treasurer
THE FIFTH THIRD BANK, as Trustee
By
--------------------------
Kerry Byrne
Vice President
10
<PAGE>
July 21, 1999
The Union Light, Heat
and Power Company
139 E. Fourth Street
Cincinnati, OH 45202
Dear Sirs:
In connection with the shelf registration under the Securities Act of
1933 (the "Act") of $50 million principal amount of Debt Securities (the "New
Securities") of The Union Light, Heat and Power Company, a Kentucky corporation
(the "Company"), to be issued under an Indenture dated as of July 1, 1995, as
supplemented by three supplemental indentures (as so supplemented, the
"Indenture"), between the Company and Fifth Third Bank, as trustee (the
"Trustee"), 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 Securities have been duly authorized by the Company; and when the
Securities and Exchange Commission declares the Company's Registration Statement
on Form S-3 effective and the New Securities have been duly executed,
authenticated, issued and delivered in accordance with the terms of the
Indenture and a supplemental indenture in the form filed as an Exhibit to the
Registration Statement, the New Securities 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 and the laws of the State of Kentucky, 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 Securities there will not have occurred any
change in law
<PAGE>
The Union Light, Heat
and Power Company - 2 - July 21, 1999
affecting the validity, legally binding character or enforceability of the New
Securities and that the issuance and delivery of the New Securities, all of the
terms of the New Securities 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, and a supplemental indenture (or supplemental
indentures) relating to the New Securities will be, duly authorized, executed
and delivered by the Trustee, (ii) that the New Securities will conform to the
form thereof set forth in the Indenture, (iii) that the Trustee's certificates
of authentication of the New Securities 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,
TAFT, STETTINIUS & HOLLISTER LLP
<PAGE>
EXHIBIT 12
THE UNION LIGHT, HEAT AND POWER COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
THREE MONTHS
ENDED 12 MONTHS ENDED DECEMBER 31
MARCH 31, ------------------------------------------------------------------
1999 1998 1997 1996 1995 1994
----- ---- ---- ---- ---- ----
(UNAUDITED) (THOUSANDS, EXCEPT RATIOS)
<S> <C> <C> <C> <C> <C> <C>
Earnings Available
Income Before Interest Charges $8,106 $18,154 $17,685 $19,257 $19,863 $16,760
Allowance For Borrowed Funds Used
During Construction - Credit 29 621 151 58 198 183
Income Taxes 4,749 7,774 8,486 10,186 7,931 5,286
Interest Component of Rents (a) 262 1,048 315 1,511 1,920 1,851
------------------------------------------------------------------------------------
Total Available $13,146 $27,597 $26,637 $31,012 $29,912 $24,080
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Fixed Charges
Interest Charges $1,592 $5,225 $4,919 $4,719 $7,889 $8,556
Interest Component of Rents (a) 262 1,048 315 1,511 1,920 1,851
------------------------------------------------------------------------------------
Total Fixed Charges $1,854 $6,273 $5,234 $6,230 $9,809 $10,407
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Ratio of Earnings to Fixed Charges 7.09 4.40 5.09 4.98 3.05 2.31
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
</TABLE>
- -----------------
(a) Estimated interest component of rentals (1/3 of rentals was used where no
readily defined interest
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints William L. Sheafer 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 The Union
Light, Heat and Power Company 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
$50,000,000 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, (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/or (v) asset based securities, 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 20th day of July, 1999.
/s/ Madeleine W. Ludlow
-----------------------
Madeleine W. Ludlow
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Madeleine W. Ludlow, William L. Sheafer, 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 The Union Light, Heat and Power Company 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 $50,000,000 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, (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/or (v) asset
based securities, 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 20th day of July, 1999.
/s/ James E. Rogers
-------------------
James E. Rogers
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Madeleine W. Ludlow, William L. Sheafer, 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
The Union Light, Heat and Power Company 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
$50,000,000 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, (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/or (v)
asset based securities, 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 20 day of July, 1999.
/s/ James L. Turner
-------------------
James L. Turner
<PAGE>
CERTIFICATE OF CORPORATE SECRETARY
I, JEROME A. VENNEMANN, Corporate Secretary of The Union Light, Heat and
Power Company, a Kentucky 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 by unanimous consent on July 14, 1999, 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) be and is hereby duly authorized and directed
to execute a power of attorney appointing Madeleine W. Ludlow, Vice President
and Chief Financial Officer, William L. Sheafer, Vice President and
Treasurer, and Jerome A. Vennemann, Acting General Counsel and Corporate
Secretary, and each of them, severally, his or her true and lawful attorney
or attorneys to sign in his or her name, place and stead in any such capacity
such Registration Statements and any and all amendments thereto, including
amendments or supplements to the prospectus contained in such Registration
Statement or amendments thereto and the addition or amendment of exhibits and
other documents in connection therewith, and to file the same with the
Commission, each of such attorneys to have power to act with or without the
other, and to have full power and authority to do and perform, in the name
and on behalf of each of such officers and directors who shall have executed
such a power of attorney, every act whatsoever which such attorneys, or
either of them, may deem necessary or advisable to be done in connection
therewith as fully and to all intents and purposes as such officers or
directors might or could do in person.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 19th day of July,
1999.
/s/ Jerome A. Vennemann
-----------------------
Corporate Secretary
<PAGE>
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)
THE UNION LIGHT, HEAT AND POWER COMPANY
------------------------------------------------------
(Exact name of obligor as specified in its charter)
KENTUCKY
------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
31-0473080
-----------------------------------------
(I.R.S. Employer Identification No.)
139 EAST FOURTH STREET, CINCINNATI, OHIO
---------------------------------------------------
(Address of principal executive offices)
45202
-----------------
(Zip Code)
$50,000,000 DEBT SECURITIES
----------------------------------------
(Title of the indenture securities)
<PAGE>
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.
<PAGE>
None.
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
<PAGE>
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 16th day
of July, 1999.
FIFTH THIRD BANK
By: /s/ Kerry R. Byrne
---------------------------------
Kerry R. Byrne,
Vice President and Trust Officer
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
EXHIBIT 2
CERTIFICATE OF AUTHORITY OF THE
TRUSTEE TO COMMENCE BUSINESS
(INCLUDED IN EXHIBIT 1)
<PAGE>
EXHIBIT 3
A COPY OF THE AUTHORIZATION OF THE TRUSTEE
TO EXERCISE CORPORATE TRUST POWERS
[See Attached]
<PAGE>
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
<PAGE>
EXHIBIT 4
A COPY OF THE EXISTING CODE OF REGULATIONS OF THE TRUSTEE
INCORPORATING AMENDMENTS TO DATE
[See Attached]
<PAGE>
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 (*) 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.
<PAGE>
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.
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.
<PAGE>
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 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
<PAGE>
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.
ARTICLE V
AMENDMENTS
These regulations may be changed, and new regulations adopted by the
assent thereto in writing of two-thirds (*) 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.
<PAGE>
EXHIBIT 5
A COPY OF EACH INDENTURE REFERRED TO IN ITEM 4
(NOT APPLICABLE)
<PAGE>
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321 (B)
OF THE TRUST INDENTURE ACT OF 1939
[See Attached]
<PAGE>
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 The
Union, Light, Heat and Power Company, 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
<PAGE>
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]
<PAGE>
REPORT OF CONDITION
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.
<TABLE>
<CAPTION>
Thousands
of Dollars
--------------
<S> <C> <C>
ASSETS
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
<PAGE>
<CAPTION>
<S> <C> <C>
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
</TABLE>
<PAGE>
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)
<PAGE>
EXHIBIT 9
FOREIGN TRUSTEES ARE REQUIRED TO FILE A CONSENT TO SERVICE OF
PROCESS OF FORM F-X
(NOT APPLICABLE)
