SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
In the Matter of CERTIFICATE
Cinergy Corp., et al. OF
File No. 70-8881 COMPLETION OF TRANSACTIONS
PURSUANT TO RULE 24
(Public Utility Holding Company Act of 1935)
With reference to the joint Application-Declaration on Form U-1, as
amended (the "Application"), of Cinergy Corp., a registered holding company
("Cinergy"), and its public utility company subsidiary, The Cincinnati Gas
& Electric Company ("CG&E"; and, together with Cinergy, the "Applicants"),
in the above proceeding and the Commission's order with respect thereto
dated September 11, 1996 (Rel. No. 35-26569) (the "Order"), Applicants
hereby notify the Commission that the transactions proposed in the
Application have been carried out in accordance with the terms and
conditions of, and for the purposes represented by, the Application and the
Order, to wit (unless otherwise defined herein, capitalized terms below
have the meanings assigned to them in the Application):
1. The Special Meeting was held on September 18, 1996 at which the
Proposed Amendment was duly adopted. Cinergy, as holder of all the issued
and outstanding shares of CG&E common stock, voted all of its shares in
favor of the Proposed Amendment. The holders of the outstanding shares of
preferred stock of CG&E approved the Proposed Amendment by the required
two-thirds vote, casting approximately 90% of their shares in favor of the
Proposed Amendment. In connection with the Proxy Solicitation, CG&E made
Cash Payments totaling approximately $82,000.
2. The Offer expired at 5 P.M. (New York City time) on the date of
the Special Meeting. Pursuant to the Offer, approximately 89% of the
outstanding shares of CG&E preferred stock were tendered, accepted for
payment, and paid for in accordance with the respective Purchase Prices
(for an aggregate consideration of $194.4 million).
3. The source of funds for Cinergy's purchase of the tendered shares
was a special cash dividend by CG&E to Cinergy in the amount of $194.4
million on September 24, 1996.
4. On September 24, 1996, Cinergy made a capital contribution to
CG&E of all the shares of CG&E preferred stock acquired by Cinergy pursuant
to the Offer (a total of 1,789,789 shares), which were thereupon retired
and canceled by CG&E. As a result thereof, CG&E as of the date hereof has
a total of 210,211 shares of preferred stock issued and outstanding,
consisting of 168,750 shares of the 4% Series and 41, 461 shares of the
4-3/4% Series.
5. The following exhibit is filed herewith:
F-1(a) "Past-tense" opinion of counsel
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S I G N A T U R E
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, as amended, the Applicants have duly caused this document to be
signed on their behalf by the undersigned thereunto duly authorized.
Date: September 25, 1996
Cinergy Corp.
By:/s/Charles J. Winger
Comptroller
The Cincinnati Gas & Electric
Company
By:/s/Charles J. Winger
Comptroller
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EXHIBIT F-1(a)
September 25, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Cinergy Corp., et al./File No. 70-8881
Dear Sirs:
This opinion supplements my earlier opinion, dated September 11,
1996 ("Preliminary Opinion"), filed as Exhibit F to Amendment No. 3 to the
Application-Declaration as amended in File No. 70-8881 ("Application") of
Cinergy Corp. ("Cinergy"), a Delaware corporation and registered holding
company under the Public Utility Holding Company Act of 1935 ("Act"), and
its public utility subsidiary, The Cincinnati Gas & Electric Company, an
Ohio corporation ("CG&E"). (Any capitalized terms used herein and not
defined herein have the respective meanings ascribed thereto in the
Application.)
In addition to the examination referred to in the Preliminary
Opinion, I have examined the Commission's order dated September 11, 1996
(Rel. No. 35-26569) granting the Application and permitting it to become
effective. I have also examined the execution form of Certificate of
Completion of Transactions Pursuant to Rule 24, to which this opinion is an
exhibit ("Rule 24 Certificate").
Based upon the foregoing, I am of the opinion that:
(a) Cinergy legally acquired those shares of Preferred Stock acquired
by it pursuant to the Offer.
(b) The consummation by CG&E and Cinergy of the proposed transactions
did not violate the legal rights of the holders of any securities issued by
Cinergy or any associate company thereof.
(c) All laws of the States of Ohio and Delaware applicable to the
participation by CG&E and Cinergy, respectively, in the proposed
transactions have been complied with.
I am a member of the Ohio Bar and express no opinion as to the laws
of any jurisdiction other than those of the State of Ohio and the General
Corporation Law of the State of Delaware. To the extent that the opinions
stated above address matters subject to the General Corporation Law of the
State of Ohio or the General Corporation Law of the State of Delaware, I
have relied upon an opinion of Taft, Stettinius & Hollister, dated
September 11, 1996. I hereby consent to the filing of this opinion as an
exhibit to the Rule 24 Certificate.
Very truly yours,
/s/ Jerome A. Vennemann
Associate General Counsel
