SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(E)(1) of the Securities
Exchange Act of 1934)
________________
THE CINCINNATI GAS & ELECTRIC COMPANY
(Name of Issuer)
CINERGY CORP.
(Name of Person Filing Statement)
__________________________________________________________
Title CUSIP
The Cincinnati Gas & Electric Company,
Cumulative Preferred Stock
- 4% Series 172070 20 3
- 4-3/4% Series 172070 30 2
- 7-7/8% Series 172070 86 4
- 7-3/8% Series 172070 84 9
__________________________________________________________
(Title of Class of Securities)
(CUSIP No. of Class of Securities)
William L. Sheafer
Treasurer
Cinergy Corp.
The Cincinnati Gas & Electric Company
139 East Fourth Street
Cincinnati, Ohio 45202
(513) 287-3852
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person Filing Statement)
August 20, 1996
(Date Tender Offer First Published, Sent or Given to Security Holders)
<PAGE>
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee
$208,480,000.00 $41,696.00
* Solely for purposes of calculating the filing fee and computed pursuant to
Section 13(e)(3) of the Securities Exchange Act of 1934, as amended, and Rule 0-
11(b)(1) thereunder, the transaction value equals the total amount of funds,
excluding fees and other expenses, required to purchase all outstanding shares
of each class of securities listed above pursuant to the Offer described in the
Offer to Purchase and Proxy Statement filed as an Exhibit hereto.
[ X ] Check box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the
form or schedule and the date of its filing.
Amount Previously Paid: $41,696.00
Form or Registration No.: Schedule 13E-4
Filing Party: Cinergy Corp.
Date Filed: August 19, 1996
<PAGE>
This Amendment No. 1 (the "Final Amendment") amends and supplements the
Issuer Tender Offer Statement on Schedule 13E-4 (the "Statement") dated August
19, 1996 filed by Cinergy Corp., a Delaware corporation ("Cinergy"), relating to
its offer to purchase any and all outstanding Shares of Cumulative Preferred
Stock of The Cincinnati Gas & Electric Company, an Ohio corporation and direct
utility subsidiary of Cinergy ("CG&E"), upon the terms and subject to the
conditions set forth in the Offer to Purchase and Proxy Statement, dated August
20, 1996, and in the related Letter of Transmittal and Proxy (which together
constitutes the "Offer"), copies of which are attached as Exhibit 99.(a)(1) and
99.(a)(2) to the Statement.
Only those items of the Statement that are amended and supplemented
hereby are included herein. Unless otherwise defined herein, all capitalized
terms shall have the respective meanings ascribed to them in the Statement.
Item 1. Security and Issuer.
Item 1 of the Statement is hereby amended and supplemented by adding
thereto the following:
The Offer expired at 5:00 p.m., New York City time, on September 18, 1996
in accordance with its terms. On September 24, 1996, Cinergy purchased the
Shares validly tendered pursuant to the Offer by depositing the aggregate
purchase price therefor with the Depositary. The Shares so purchased, and
purchase price therefor, for each Series of Preferred are as follows:
Shares
Series of Preferred Purchased Purchase Price
------------------- --------- --------------
4 % Series 100,165 $ 6,410,560
4-3/4% Series 88,379 7,070,320
7-7/8% Series 800,000 92,800,000
7-3/8% Series 800,000 88,000,000
Total 1,788,544 $194,280,880
Item 2. Source and Amount of Funds or Other Consideration.
Item 2 of the Statement is hereby amended and supplemented by adding
thereto the following:
The total amount required by Cinergy to purchase the Shares pursuant to the
Offer was $194,280,880, excluding fees and other expenses. The source of such
amount was the general funds of Cinergy (which, in the ordinary course, as well
as in this case, includes funds from CG&E).
<PAGE>
Item 3. Purpose of the Tender Offer and Plans or Proposals of the Issuer or
Affiliate.
Item 3 of the Statement is hereby amended and supplemented by adding
thereto the following:
The Shares purchased by Cinergy pursuant to the Offer were subsequently
transferred to CG&E and were thereupon retired and canceled. As a result
thereof, CG&E has, as of September 24, 1996, a total of 211,456 Shares
outstanding, consisting of 169,835 Shares of the 4% Series and 41,621 Shares of
the 4-3/4% Series. In addition, the 4% Series is the only remaining Series of
Preferred that meets the continued listing requirements of the New York Stock
Exchange.
Item 9. Material to be Filed as Exhibits.
Exhibit No. Description
----------- -----------
99.(a)(9) Press Release, dated September 18, 1996.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: October 2, 1996
Cinergy Corp.
By: /s/ William L. Sheafer
-----------------------
William L. Sheafer
Treasurer
<PAGE>
EXHIBIT 99.(a)(9)
Media Contact:
Steve Brash 513-287-2226 (w) 513-231-6895 (h)
Angeline Protogere 317-838-1338 (w) 317-298-3090 (h)
Investor Contact:
Felicia Ramstein 513-287-6479
FOR IMMEDIATE RELEASE - SEPTEMBER 18, 1996
CG&E'S ARTICLES AMENDMENT ADOPTED;
CINERGY'S TENDER OFFER FOR CG&E PREFERRED STOCK IS SUCCESSFUL
CINCINNATI - An amendment to the articles of incorporation of The Cincinnati
Gas & Electric Company was adopted today at a special meeting of shareholders.
The amendment removes a provision of the articles that limits CG&E's ability to
issue unsecured debt, including short-term debt.
Cinergy Corp. (NYSE:CIN), the parent holding company and sole holder of common
stock of CG&E, voted all of its shares in favor of the amendment and the holders
of preferred stock approved the amendment by the required two-thirds vote by
casting at least 70% in favor of the amendment.
Concurrently with the solicitation of proxies for the special meeting, Cinergy
commenced an offer to purchase for cash the outstanding shares of preferred
stock of CG&E. The tender offer, which expired today at 5:00 p.m. EDT, was
conditioned upon, among other things, the proposed amendment being approved and
adopted at the special meeting. Preliminary results indicate that approximately
85% of the 2,000,000 outstanding shares of preferred stock was tendered pursuant
to Cinergy's offer.
(more)
<PAGE>
Page 2. CG&E's articles amendment adopted
Preferred shareholders had the right to vote for the proposed amendment
regardless of whether they tendered their shares. Because the amendment was
approved and adopted, CG&E will make a special cash payment in the amount of
$1.00 per share to each preferred shareholder who voted in favor of the proposed
amendment, provided that such shares were not tendered pursuant to Cinergy's
offer. Those preferred shareholders who validly tendered their shares are
entitled only to the purchase price per share offered by Cinergy.
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