As filed with the Securities and Exchange Commission on August 23, 1995
File No. 70-8587
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3 TO FORM U-1 APPLICATION-DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
_______________________________________________
CINergy Corp.,
CINergy Services, Inc.,
The Cincinnati Gas & Electric Co.,
The Union Light, Heat and Power Co.,
The West Harrison Gas and Electric Co.,
Lawrenceburg Gas Co.,
Miami Power Corp.,
Tri-State Improvement Co., and
KO Transmission Co.
139 East Fourth Street
Cincinnati, Ohio 45202
PSI Energy, Inc.
1000 East Main Street
Plainfield, Indiana 46168
(Names of companies filing this statement and
addresses of principal executive offices)
_______________________________________________
CINergy Corp.
(Name of top registered holding company parent)
________________________________________________
William L. Sheafer
Treasurer
CINergy Corp.
139 East Fourth Street
Cincinnati, Ohio 45202
(Name and address of agent for service)
The Commission is requested to send copies of all notices, orders and
communications in connection with this Application-Declaration to:
Cheryl M. Foley
Vice President, General Counsel and Corporate Secretary
CINergy Corp.
139 East Fourth Street
Cincinnati, Ohio 45202
M. Douglas Dunn William T. Baker, Jr.
Milbank, Tweed, Hadley & McCloy Reid & Priest
One Chase Manhattan Plaza 40 West 57th Street
New York, New York 10005 New York, New York 10019
<PAGE>
The Application-Declaration in this file, as previously amended
and restated, is hereby further amended and, as so amended, is hereby
restated as set forth below and Exhibits 3, 8, 10, 10.1 and 13, previously
filed, are hereby withdrawn.
Item 1. Description of Proposed Transactions.
In this Application-Declaration, CINergy Corp. ("CINergy"), a
Delaware corporation and a registered holding company under the Public
Utility Holding Company Act of 1935, as amended (the "Act"), and its
subsidiary companies The Cincinnati Gas & Electric Co. ("CG&E"), PSI
Energy, Inc. ("PSI Energy"), The Union Light, Heat and Power Co. ("ULH&P"),
The West Harrison Gas and Electric Co. ("West Harrison"), Lawrenceburg Gas
Co. ("Lawrenceburg"), Miami Power Corp. ("Miami"), CINergy Services, Inc.
("CINergy Services"), Tri-State Improvement Co. ("Tri-State"), and KO
Transmission Co. ("KO") (collectively with CINergy, the "Applicants") seek
the following authorizations and order:
(a) authorization
(i) for PSI Energy, ULH&P, Lawrenceburg, West Harrison and Miami
to issue notes in connection with short-term borrowings with maturities of
12 months or less from banks and bank trust departments as set forth in
Item 1.A.3 herein and through the Utility Money Pool as set forth in Item
1.A.5 herein;
(ii) for PSI Energy, ULH&P, Lawrenceburg, West Harrison and Miami
to lend and extend credit to (and acquire promissory notes from) one
another, and for CINergy, CINergy Services, CG&E, Tri-State and KO to lend
and extend credit to (and acquire promissory notes from) PSI Energy, ULH&P,
Lawrenceburg, West Harrison and Miami, in connection with borrowings by PSI
Energy, ULH&P, Lawrenceburg, West Harrison and Miami through the Utility
Money Pool;
(iii) for CINergy to issue guarantees and to provide letters of
credit as set forth in Item 1.A.3.b herein; and
(iv) for PSI Energy to issue commercial paper as set forth in Item
1.A.4 herein; and
(b) an order of the Commission declaring that U.S. Energy Partners
("Energy Partners"), a partnership in which CINergy holds an interest, is
not a "subsidiary company" of CINergy within the meaning of Section 2(a)(8)
of the Act.
It is proposed that the authority requested in clauses (a)(i)
through (a)(iv) be effective in each case through the earlier of May 31,
1997 or the effective date of any rules adopted by the Commission exempting
any such transactions from the approval requirements of the Act.
Description of the Parties
CINergy is a Delaware corporation and a holding company for PSI
Energy, CG&E, and a number of other companies. PSI Energy is engaged in
the production, transmission, distribution and sale of electric energy in
north central, central, and southern Indiana. It serves a population of
approximately 1.9 million in 69 of the 92 counties in Indiana, including
the cities of Terre Haute, Kokomo, Columbus, Lafayette, Bloomington and New
Albany. CG&E and its subsidiaries ULH&P, Lawrenceburg and West Harrison
are primarily engaged in providing electric and/or gas service in the
southwestern portion of Ohio and adjacent areas in Kentucky and Indiana.
The area served with electricity, gas, or both covers approximately 3,000
square miles, has an estimated population of approximately 1.8 million, and
includes the cities of Cincinnati and Middletown in Ohio, Covington and
Newport in Kentucky, and Lawrenceburg in Indiana. Miami is an Indiana
corporation and a subsidiary of CG&E. Miami owns a 138 kV transmission
line running from the Miami Fort Power Station to a point near Madison,
Indiana.
Additional information about the Applicants and their businesses
is set forth in the Form U-1 Application-Declaration, as amended, of
CINergy in File No. 70-8427, and the exhibits thereto (the "CINergy Merger
U-1").
A. Notes, guarantees and commercial paper
1. Borrowing authority
Under the authority requested herein, the maximum principal amount
of such short-term notes and/or commercial paper outstanding at any one
time for PSI Energy, ULH&P, Lawrenceburg, West Harrison and Miami, when
added to notes and/or commercial paper issued pursuant to the exemption set
forth in Rule 52, will not exceed the following amounts:
Company Aggregate amount
PSI Energy $400,000,000
ULH&P 35,000,000
West Harrison 200,000
Lawrenceburg 3,000,000
Miami 100,000
2. Use of Proceeds
Proceeds of any such short-term borrowings by PSI Energy, ULH&P,
Lawrenceburg, West Harrison and Miami and sales of commercial paper by PSI
Energy may be used by each such company (i) for the interim financing of
its construction and capital expenditure programs; (ii) for its working
capital needs; (iii) for the repayment, redemption or refinancing of its
debt and preferred stock; (iv) to meet unexpected contingencies, payment
and timing differences, and cash requirements, to cover inter-company
balances, and for other lawful general corporate purposes; and (v) to loan
to participants in the Utility Money Pool described in Item 1.A.5 below.
The Applicants' estimated construction and capital expenditures for the
years 1995-1996 are as follows:
($Millions)
1995 1996 Total
PSI Energy 164 171 335
CG&E 127 175 302
ULH&P 15 19 34
Total 306 365 671
These estimates are subject to change due to numerous factors, including
the rate of load growth, escalation of construction costs, changes in
environmental and other regulation, delays from regulatory hearings and the
adequacy of rate relief.
3. Notes in connection with bank borrowings
a. Existing bank facilities
PSI Energy has five formal bank facilities which permit
borrowings with maturities of 12 months or less. Commitments under these
five credit lines aggregate $102 million, of which $72.5 million in
borrowings were outstanding at December 31, 1994. The agreements embodying
these five lines of credit are filed as Exhibits 1.20, 1.22, 1.24, 1.26,
and 1.30, and are subject in each case to annual one-year extensions at the
request of PSI Energy and with the consent of the respective banks. The
five credit lines are unsecured and provide for maturities of up to one
year and one day for any borrowings by PSI Energy thereunder, with interest
rate options at or below prime rate./1/
ULH&P has formal bank lines of credit with four banks with
commitments aggregating $30 million (Exhibits 1.13-1.16 hereto), under
which $14.5 million in borrowings were outstanding as of December 31, 1994.
Lawrenceburg has a formal line of credit with one bank, with a commitment
of $400,000 (Exhibit 1.17 hereto). Lawrenceburg had no borrowings
outstanding under this facility at year-end 1994. As of December 31, 1994,
West Harrison and Miami had no committed lines of credit.
Certain of the Applicants also have informal arrangements for
short-term borrowings with various banks on an "as offered" basis, also
known as uncommitted lines of credit. Since interest rates on these
borrowings, when and if such borrowings are available, generally are below
the prevailing prime rate, it is intended that these informal arrangements
will continue to be utilized.
b. Notes in connection with additional bank borrowings;
guarantees
To provide flexibility to meet their cash needs, authorization is
requested for PSI Energy, ULH&P and Lawrenceburg to issue notes in
connection with borrowings from banks pursuant to the existing formal and
informal lines of credit described above (and any increases therein that
may be negotiated), and for PSI Energy, ULH&P, Lawrenceburg, West Harrison
and Miami to issue notes in connection with borrowings from banks and bank
trust departments pursuant to new credit facilities (formal or informal)
that may be arranged from time to time. All such notes and related CINergy
guarantees and letters of credit would be issued on or before May 31, 1997
and would be subject to the limitations on aggregate principal amount set
forth in Item 1.A.1.
Authorization is also requested for CINergy to issue guarantees
and provide letters of credit in connection with the following borrowings:
(1) borrowing by PSI Energy, ULH&P, Lawrenceburg, West Harrison and Miami
pursuant to the existing formal and informal lines of credit described in
Item 1.A.3.a (and any increases therein that may be negotiated) or the new
credit facilities proposed in this Item 1.A.3.b; (ii) exempt external
borrowings by PSI Energy, ULH&P, Lawrenceburg, West Harrison and Miami
pursuant to Rule 52 or other applicable exemptions; and (iii) exempt
external borrowings by CG&E, CINergy Services, Tri-State, KO, and the other
subsidiary companies of CINergy named below pursuant to Rule 52 or other
applicable exemptions. Such guarantees would be in an aggregate amount
that, when added to any then-outstanding CINergy bank borrowings,
commercial paper and letters of credit authorized by the Commission's Order
dated January 11, 1995 in File No. 70-8521, Rel. No. 35-26215 (the "January
1995 Order") (in which the Commission authorized CINergy through January
31, 1997 to incur short-term indebtedness through bank borrowings, to issue
notes and commercial paper, and to obtain letters of credit, all in an
aggregate amount of up to $375 million), would not exceed $375 million at
any one time. Such letters of credit would be pursuant to and within the
limitations of the January 1995 Order.
In the case of guarantees of exempt borrowings described in clauses
(ii) and (iii) above, CINergy would issue guarantees and letters of credit
only in support of borrowings made with interest rates of not more than 2%
above the lender's prime rate in effect at the time of borrowing and
maturities of not more than two years. Such guarantees and letters of
credit would be issued in support of borrowings by CINergy Services, PSI
Energy, CG&E, ULH&P, Lawrenceburg, West Harrison, Miami, Tri-State, KO,
CINergy Investments, Inc., Power International, Inc., CINergy Technology,
Inc. (formerly named PSI Environmental Corp.), PSI Recycling, Inc., Power
Equipment Supply Co., Wholesale Power Services, Inc., and CG&E Resource
Marketing, Inc. Except as may be permitted by applicable rules,
regulations and orders of the Commission, proceeds of any such CINergy-
guaranteed borrowings by the non-utility subsidiary companies referred to
herein will be used only in businesses over which the Commission reserved
jurisdiction in its October 21, 1994 order in File No. 70-8427 (Rel. No.
35-26146).
The promissory notes issued in connection with the proposed
borrowings are expected to be in substantially the form filed herewith as
Exhibit 2. Each of such notes (a) would be for the principal amount to be
borrowed at the time (if a "transactional" note) or for the principal
amount outstanding from time to time (if a "grid" note) from the lending
bank and be payable to the order of such bank, (b) would be issued on or
before May 31, 1997 and would mature on a date no later than one year from
the date of issuance, (c) would bear interest at a rate no higher than the
effective cost of money for unsecured prime commercial bank loans
prevailing on the date of such borrowing, and (d) would be subject to
prepayment at the option of borrower, or under certain circumstances with
the consent of the lending bank, in whole at any time or in part from time
to time, without premium or penalty. Amounts outstanding under formal
lines of credit typically would become due immediately upon an event of
default, including non-payment, default under other agreements governing
indebtedness, bankruptcy, or insolvency. Short-term notes may be issued on
either a "grid" note basis or a transactional basis, under similar terms
and conditions. Ordinarily, short-term grid notes are issued to a lending
institution before the first borrowing under such note. The holder of the
notes maintains the record of borrowings and repayments without the
necessity of issuing additional notes. The actual terms of the notes may
vary from the terms described above to reflect customary terms or
particular lending practices and policies of different lending
institutions, but otherwise are expected to be substantially similar.
Compensation arrangements under lines of credit would be on a
compensating balance and/or fee basis. In general, fees range from 5 basis
points to 20 basis points (and will not exceed 25 basis points) per annum
on the commitment, and balance arrangements require average balances of 5%
to 10% (and will not exceed 10%) of the amount of the commitment.
For letters of credit obtained by CINergy pursuant to the
Commission's order in File No. 70-8521 in support of the bank borrowings
described herein, the maximum amount of fees and expenses to be incurred by
CINergy would not exceed 1% per year of the face amount of such letters of
credit.
Subject to the limitations on aggregate outstanding principal
amount set forth in Item 1.A.1 above, authorization is also sought for PSI
Energy, ULH&P, Lawrenceburg, West Harrison and Miami to issue notes in
connection with borrowings of funds managed by the trust departments of
banks if such borrowings would result in an estimated cost of money equal
to or less than that available from the sale of commercial paper or other
bank borrowings. Each such borrowing would be evidenced by notes payable
on demand.
4. Commercial paper
The short-term borrowing needs of PSI Energy have been met in
part with the sale of commercial paper through commercial paper dealers
(the "Dealers"). At any given time, PSI Energy may be able to issue
commercial paper at a lower cost than that applicable to short-term bank
borrowings. Accordingly, to provide financing flexibility, PSI Energy
requests authority to issue and sell commercial paper, to one or more
Dealers, subject to the limitations on aggregate outstanding principal
amount stated in Item 1.A.1 above.
There is no affiliation between PSI Energy or any of its
subsidiaries, on the one hand, and any Dealer or any of its affiliates, on
the other hand. The proceeds from the sale of commercial paper will be
added to the seller's treasury funds and will be used for the purposes set
forth in Item 1.A.2 above, including, without limitation, for the purpose
of loans by the seller through the Utility Money Pool in the manner
described in Item 1.A.5 below.
The commercial paper which PSI Energy proposes to issue to
Dealers will be in the form of book-entry unsecured promissory notes (in
substantially the form filed herewith as Exhibit 3.1), with varying
denominations of no less than $25,000 each. Such notes will be issued and
sold by PSI Energy directly to Dealers at market rates. No commission or
fee will be payable in connection with the issuance and sale of the
commercial paper. The purchasing Dealer, however, will reoffer such notes
at a rate less than the rate to the issuer and, as principal, will reoffer
such notes in such a manner as not to constitute a public offering under
the Securities Act of 1933. PSI Energy will issue and sell the proposed
commercial paper to Dealers at a discount rate not in excess of the maximum
discount rate per annum prevailing at the date of issuance for commercial
paper of comparable quality of the particular maturity sold by public
utility issuers thereof to Dealers.
PSI Energy also requests authorization to sell commercial paper
directly to certain financial institutions. Sales of commercial paper
directly to such institutions will be undertaken only if the resulting cost
of money is equal to or less than that available from Dealer-placed notes.
The terms of any such notes would be similar to those of Dealer-placed
notes.
Maturities: The commercial paper issued by PSI Energy will have
varying maturities of no more than 270 days from date of issue and will be
issued and sold by PSI Energy from time to time through May 31, 1997. No
such note will have a maturity date more than 270 days after May 31, 1997.
Subject to such limitations, sales of commercial paper (and the bank
borrowings described in Item 1.A.3) ordinarily will be structured to mature
at such time as excess funds are expected to become available for loans
through the money pool described in Item 1.A.5 below. Upon the
availability of any such excess funds, external borrowings would be retired
and loans refinanced to the extent such funds became available.
5. Utility Money Pool
To coordinate and provide for their short-term cash and working
capital requirements, PSI Energy, ULH&P, Lawrenceburg, Miami and West
Harrison propose to issue and acquire from one another, and CINergy,
CINergy Services, CG&E, Tri-State and KO propose to acquire from PSI
Energy, ULH&P, Lawrenceburg, West Harrison and Miami, promissory notes in
connection with a money pool (the "Utility Money Pool") to be established
with CINergy, CINergy Services, Inc. ("CINergy Services"), a subsidiary
service company for the CINergy system, CG&E, KO Transmission Co., a
subsidiary of CG&E formed to acquire an interstate natural gas pipeline to
which CG&E is entitled as a result of a settlement with the Columbia gas
system, and Tri-State Improvement Co., a subsidiary of CG&E devoted to
acquiring and holding property in Ohio, Kentucky and Indiana for
substations, electric and gas rights of way, office space and other uses in
the utility operations of CG&E and its utility subsidiaries. The proposed
terms of the Utility Money Pool are summarized below and are memorialized
in a definitive form of agreement filed herewith as Exhibit 5.
Under the proposed terms of the Utility Money Pool, short-term
funds would be available from the following sources for short-term loans to
participants, including PSI Energy, ULH&P, Lawrenceburg, Miami and West
Harrison, from time to time: (1) surplus funds in the treasuries of
Utility Money Pool participants other than CINergy, (2) surplus funds in
the treasury of CINergy, and (3) proceeds from bank borrowings by Utility
Money Pool participants (other than borrowings by PSI Energy of more than
12 months pursuant to the Order of the IURC dated September 9, 1992 in
Cause No. 39438) or the sale of commercial paper by CINergy, CG&E and PSI
Energy for loan to the Utility Money Pool ("External Funds"). Funds would
be made available from such sources in such order as CINergy Services, as
administrator of the Utility Money Pool, may determine would result in a
lower cost of borrowing, consistent with the individual borrowing needs and
financial standing of the companies providing funds to the pool. The
determination of whether a Utility Money Pool participant at any time has
surplus funds to lend to the Utility Money Pool or shall lend funds to the
Utility Money Pool would be made by such participant's chief financial
officer or treasurer, or by a designee thereof, on the basis of cash flow
projections and other relevant factors, in such participant's sole
discretion.
A separate Non-Utility Money Pool will be established by CINergy
with certain other non-utility subsidiary companies of CINergy. Funds made
available by CINergy for loans through the money pools will be made
available first for loans through the Utility Money Pool and thereafter for
loans through the Non-Utility Money Pool.
Utility Money Pool participants that borrow would borrow pro rata
from each company that lends, in the proportion that the total amount
loaned by each such lending company bears to the total amount then loaned
through the Utility Money Pool. On any day when more than one fund source
(e.g., surplus treasury funds of CINergy and other Utility Money Pool
participants ("Internal Funds") and External Funds), with different rates
of interest, is used to fund loans through the Utility Money Pool, each
borrower would borrow pro rata from each such fund source in the Utility
Money Pool in the same proportion that the amount of funds provided by that
fund source bears to the total amount of short-term funds available to the
Utility Money Pool.
Borrowings from the Utility Money Pool would require
authorization by the borrower's chief financial officer or treasurer, or by
a designee thereof. No party would be required to effect a borrowing
through the Utility Money Pool if it is determined that it could (and had
authority to) effect a borrowing at lower cost directly from banks or
through the sale of its own commercial paper. No loans through the Utility
Money Pool would be made to, and no borrowings through the Utility Money
Pool would be made by, CINergy.
Certain Costs: The cost of compensating balances and fees paid
to banks to maintain credit lines by Utility Money Pool participants
lending External Funds to the Utility Money Pool would initially be paid by
the participant maintaining such line. A portion of such costs -- or all
of such costs in the event a Utility Money Pool participant establishes a
line of credit solely for purposes of lending any External Funds obtained
thereby into the Utility Money Pool -- would be retroactively allocated
every month to the companies borrowing such External Funds through the
Utility Money Pool in proportion to their respective daily outstanding
borrowings of such External Funds./2/
Interest Rate on Loans: If only Internal Funds comprise the
funds available in the Utility Money Pool, the interest rate applicable to
loans of such Internal Funds would be the CD yield equivalent of the 30-day
Federal Reserve "AA" Industrial Commercial Paper Composite Rate (or if no
such Composite Rate is established for that day, then the applicable rate
would be the Composite Rate for the next preceding day for which such
Composite Rate was established). The Composite Rate parallels the lenders'
effective cost of capital with respect to such Internal Funds.
If only External Funds comprise the funds available in the
Utility Money Pool, the interest rate applicable to loans of such External
Funds would be equal to the lending company's cost for such External Funds
(or, if more than one Utility Money Pool participant had made available
External Funds on such day, the applicable interest rate would be a
composite rate equal to the weighted average of the cost incurred by the
respective Utility Money Pool participants for such External Funds).
In cases where both Internal Funds and External Funds are
concurrently borrowed through the Utility Money Pool, the rate applicable
to all loans comprised of such "blended" funds would be a composite rate
equal to the weighted average of (a) the cost of all Internal Funds
contributed by Utility Money Pool participants (as determined pursuant to
the second preceding paragraph above) and (b) the cost of all such External
Funds (as determined pursuant to the immediately preceding paragraph
above). In circumstances where Internal Funds and External Funds are
available for loans through the Utility Money Pool, loans may be made
exclusively from Internal Funds or External Funds, rather than from a
"blend" of such funds, to the extent it is expected that such loans
would result in a lower cost of borrowing.
Investment of Surplus Funds: Funds not required by the Utility
Money Pool to make loans (with the exception of funds required to satisfy
the Utility Money Pool's liquidity requirements) would ordinarily be
invested in one or more short-term investments, including: (i)
interest-bearing accounts with banks; (ii) obligations issued or guaranteed
by the U.S. government and/or its agencies and instrumentalities, including
obligations under repurchase agreements; (iii) obligations issued or
guaranteed by any state or political subdivision thereof, provided that
such obligations are rated not less than A by a nationally recognized
rating agency; (iv) commercial paper rated not less than A-1 or P-1 or
their equivalent by a nationally recognized rating agency; (v) money market
funds; (vi) bank certificates of deposit, (vii) Eurodollar funds; and
(viii) such other investments as are permitted by Section 9(c) of the Act
and Rule 40 thereunder.
Allocation of Interest Income and Investment Earnings: The
interest income and investment income earned on loans and investments of
surplus funds would be allocated among the participants in the Utility
Money Pool in accordance with the proportion each participant's
contribution of funds bears to the total amount of funds in the Utility
Money Pool and the cost of funds provided to the Utility Money Pool by such
participant.
Repayment: Each Applicant receiving a loan through the Utility
Money Pool would be required to repay the principal amount of such loan,
together with all interest accrued thereon, on demand and in any event not
later than one year after the date of such loan. All loans made through
the Utility Money Pool could be prepaid by the borrower without premium or
penalty.
Form of Loans to Applicants: Under the authorization requested
herein, all loans through the Utility Money Pool would be made on or before
May 31, 1997. Each lender would receive one or more promissory notes
evidencing any and all loans by such lender. Such notes would be
substantially in the form filed as Exhibit 4, would be dated as of the date
of the initial borrowing (and in any event not later than May 31, 1997),
would mature on demand, or on a date agreed by the parties (but in any case
not later than one year after the date of the applicable borrowing), and
would be prepayable in whole at any time or in part from time to time,
without premium or penalty. Interest would be accrued by each borrower
monthly.
Additional provisions: Operation of the Utility and Non-Utility
Money Pools, including record keeping and coordination of loans, will be
handled by CINergy Services under the authority of the appropriate officers
of the participating companies. CINergy Services will administer the
Utility and Non-Utility Money Pools on an "at cost" basis and will maintain
separate records for each money pool. Surplus funds of the Utility Money
Pool and the Non-Utility Money Pool may be combined in common short-term
investments, but separate records of such funds shall be maintained by
CINergy Services as administrator of the pools, and interest thereon shall
be separately allocated, on a daily basis, to each money pool in accordance
with the proportion that the amount of each money pool's surplus funds
bears to the total amount of surplus funds available for investment from
both money pools.
Within 45 days after the end of each calendar quarter, CINergy
Services, on behalf of the Applicants, will file a certificate with the
Commission pursuant to Rule 24 under the Act setting forth (i) each
Applicant's maximum principal amount of short-term borrowings outstanding
during such quarter, (ii) the average rate for the Utility Money Pool
during such period, and (iii) the maximum amount outstanding during such
period for each source of outside borrowings.
Within 45 days after the end of each calendar quarter, CINergy
Services, on behalf of the participating companies in the Non-Utility
Money Pool, will file with the Commission a certificate of notification
on Form U-6B-2 pursuant to Rule 52 including the following information
for each participating company:
a. The aggregate dollar amount lent to the Non-Utility Money
Pool by such company in the preceding calendar quarter,
including as to each month thereof;
b. The aggregate dollar amount borrowed from the Non-Utility
Money Pool by such company in the preceding calendar
quarter, including as to each month thereof;
c. A statement explaining that company's use of the proceeds
of such borrowings during such calendar quarter; and
d. The type of business engaged in by such company during
such calendar quarter.
B. Statement Pursuant to Rule 54
Applicants do not intend at present to use the borrowings
proposed herein to finance the acquisition of an exempt wholesale generator
("EWG") or a foreign utility company ("FUCO"). If the Applicants'
intention changes, an amended Application- Declaration will be filed
requesting authorization for such use.
Under Rule 54, in determining whether to approve the issuance or
sale of a security by a registered holding company for purposes other than
the acquisition of an EWG or FUCO or other transactions by such registered
holding company or its subsidiaries other than with respect to EWGs or
FUCOs, the Commission shall not consider the effect of the capitalization
or earnings of any subsidiary which is an EWG or FUCO upon the registered
holding company system, if the conditions set forth in Rule 53(a), (b) and
(c) are satisfied. As set forth below, all applicable conditions set forth
in Rule 53(a) are and, assuming the consummation of the transactions
proposed herein, will be satisfied, and none of the conditions set forth in
Rule 53(b) exists or, as a result thereof, will exist. The following
discussion assumes the CINergy system's existence for the dates and periods
in question.
Four CINergy system companies are EWGs or FUCOs. PSI Argentina,
Inc. ("PSI Argentina") and its subsidiary, Costanera Power Corp.
("Costanera"), were determined to be EWGs by the Federal Energy Regulatory
Commission ("FERC") in Costanera Power Corp., 61 FERC para. 61,335 (1992),
and PSI Argentina, Inc., 68 FERC para. 61,286 (1994). E P EDEGEL, Inc. was
determined to be an EWG by the FERC in E P EDEGEL, Inc., 68 FERC para.
61,265 (1994). PSI Energy Argentina ("Energy Argentina") is a FUCO and has
filed a Notification of FUCO status on Form U-57. In addition to these
investments, CINergy owns a number of other companies formed to hold
investments in FUCOs and/or EWGs (CGE ECK, Inc., PSI T&D International,
Inc. and PSI Yacyreta, Inc.), and is seeking authorization in File No.
70-8589 to retain certain other companies (including PSI Power Resource
Development, Inc., PSI Power Resource Operations, Inc., PSI International,
Inc., and PSI Sunnyside, Inc.) and to form additional companies to
facilitate FUCO and EWG investments. Because none of these other companies
presently owns any EWG or FUCO, they are not included in the calculations
below.
Rule 53(a)(1): The average of CINergy's pro forma consolidated
retained earnings for the four consecutive quarters ended December 31, 1994
was $929 million, and CINergy's aggregate investment in EWGs and FUCOs at
December 31, 1994 was approximately $20 million, or approximately 2% of
consolidated retained earnings.
Rule 53(a)(2): CINergy currently maintains books and records
enabling it to identify investments in and earnings from each EWG and FUCO
in which it directly or indirectly holds an interest. At present, CINergy
does not hold any interest in a domestic EWG; Rule 53(a)(2)(i) is therefore
inapplicable.
In accordance with Rule 53(a)(2)(ii), the books and records and
financial statements of each foreign EWG and FUCO which is a
"majority-owned subsidiary company" of CINergy are kept in conformity with
and prepared according to U.S. generally accepted accounting principles
("GAAP"). CINergy will provide the Commission access to such books and
records and financial statements, or copies thereof, in English, as the
Commission may request.
In accordance with Rule 53(a)(2)(iii), for each foreign EWG and
FUCO in which CINergy directly or indirectly owns 50% or less of the voting
securities, CINergy will proceed in good faith, to the extent reasonable
under the circumstances, to cause each such entity's books and records to
be kept in conformity with, and the financial statements of each such
entity to be prepared according to, GAAP. If such books and records are
maintained, or such financial statements are prepared, according to a
comprehensive body of accounting principles other than GAAP, CINergy will,
upon request of the Commission, describe and quantify each material
variation from GAAP in the accounting principles, practices and methods
used to maintain such books and records and each material variation from
GAAP in the balance sheet line items and net income reported in such
financial statements, as the case may be. In addition, CINergy will
proceed in good faith, to the extent reasonable under the circumstances, to
cause access by the Commission to such books and records and financial
statements, or copies thereof, in English, as the Commission may request,
and in any event will make available to the Commission any such books and
records that are available to CINergy.
Rule 53(a)(3): At any one time, a maximum of approximately 25
CINergy system employees have rendered services to PSI Argentina, Costanera
and Energy Argentina. Based on current staffing levels, this represents
less than 0.3% of the approximately 8,650 full-time employees of CINergy's
domestic operating utility subsidiaries. Such services have heretofore
been rendered, in part, by employees of PSI Energy in accordance with the
Commission's order in PSI Resources, Inc. et al., Holding Co. Act Rel. No.
35-25674, 52 SEC Docket 2533, 2534-35 (Nov. 13, 1992), and by employees of
CG&E in accordance with business practices established prior to the
formation of the CINergy system and the registration of CINergy as a
holding company under the Act. Pursuant to the Commission's October 21,
1994 Order granting the CINergy Merger U-1, CINergy Services is authorized
to provide services to utility and non-utility associate companies,
including those that are EWGs or FUCOs.
Rule 53(a)(4): CINergy is simultaneously submitting a copy of
this Application-Declaration, and will submit copies of any Rule 24
certificates required hereunder, as well as a copy of Item 9 of CINergy's
Form U5S and Exhibits H and I thereto, to each of the public service
commissions having jurisdiction over the retail rates of CINergy's
operating utility subsidiaries at the time such documents are filed with
the Commission.
Rule 53(b): The provisions of Rule 53(a) are not made
inapplicable to the authorizations herein requested by reason of the
provisions of Rule 53(b).
Rule 53(b)(1): Neither CINergy nor any subsidiary of CINergy is
the subject of any pending bankruptcy or similar proceeding.
Rule 53(b)(2): CINergy's total capital invested in utility
operations as of December 31, 1994 totaled approximately $5.9 billion,
consisting of approximately $2.8 billion in long-term and $208 million in
short-term debt of CG&E, PSI Energy and the utility subsidiaries of CG&E,
$478 million in preferred stock of CG&E and PSI Energy, and $2.4 billion in
common equity of CG&E, PSI Energy and the utility subsidiaries of CG&E.
CINergy's aggregate present investment in EWGs and FUCOs (approximately $20
million) represents less than 0.4% of CINergy's total capital invested in
utility operations. Together with the $95 million in additional investment
authority requested by CINergy in its pending Application-Declaration in
File No. 70-8589, CINergy's aggregate investment authority for EWGs and
FUCOs ($115,000,000) would represent less than 2% of CINergy's total
capital invested in utility operations. Average consolidated retained
earnings for the four quarters ended December 31, 1994 equaled $929
million, versus $1,053 million for the four quarters ended December 31,
1993, a difference of approximately $124 million or 12%.
Rule 53(b)(3): For the 12 months ended December 31, 1994,
CINergy had net income of approximately $175,000 attributable to its direct
or indirect investments in EWGs and FUCOs.
Rule 53(c). Inasmuch as Rule 53(c) applies only if an applicant
is unable to satisfy the requirements of Rules 53(a) and (b), it is
inapplicable here.
C. Energy Partners is not a "subsidiary company" of CINergy
Through its indirect subsidiary CG&E Resource Marketing, Inc.,
CINergy holds a one-third partnership interest in Energy Partners, a gas
marketing partnership with Public Service Electric & Gas Company. Resource
Marketing was formed to compete with traditional regulated local
distribution companies by offering "merchant service" (i.e., acquiring
natural gas and selling it to customers) and to broker gas to industrial
and large commercial customers, with the initial aim of recapturing former
customers of CG&E's gas utility business.
CINergy's interest in Energy Partners is a minority interest,
with the remaining majority interest held by one partner unaffiliated with
CINergy. For this and other reasons set forth in the legal memorandum
filed herewith (Exhibit 16 hereto), CINergy does not "control" Energy
Partners or possess a "controlling influence" over its management or
policies, and hereby requests an order by the Commission that Energy
Partners is not a "subsidiary company" of CINergy within the meaning of
Section 2(a)(8) of the Act.
Item 2. Fees, Commissions and Expenses.
An estimate of the fees and expenses to be paid or incurred by
the Applicants in connection with the proposed transactions is set forth
below:
Amount
Holding Company Act filing fee. . . . . . $ 2,000*
Rating agency fees for commercial
paper (annual). . . . . . . . . . . . . . 10,000
Counsel fees. . . . . . . . . . . . . . . 80,000
Charges of CINergy Services . . . . . . . 80,000
Miscellaneous and incidental expenses
including travel, telephone and
postage . . . . . . . . . . . . . . . . . 3,000
Total . . . . . . . . . . . . . . . . . . $175,000
_______________
*Actual amount.
Fees with respect to bank borrowings are set forth in Item 1.
Item 3. Applicable Statutory Provisions.
Sections 2(a)(8), 6, 7, 9(a), 10, 12(b), 12(f) and 13 of the Act
and Rules 40, 43, 45, 53, 54 and 80-95 thereunder are or may be applicable
to one or more of the proposed transactions. To the extent any other
sections of the Act and the Commission's rules thereunder may be applicable
to the proposed transactions, the Applicants hereby request appropriate
orders thereunder.
Item 4. Regulatory Approval.
PSI Energy, West Harrison, Lawrenceburg and Miami: Under the
Indiana Code, IURC authorization is not required for borrowings of 12
months or less by Indiana utility companies and is therefore not required
for the borrowings by PSI Energy (including the issuance of commercial
paper by PSI Energy), West Harrison, Lawrenceburg and Miami proposed
herein. The Indiana Code does not limit the use of such 12-month-or-less
borrowings or preclude the use of the proceeds of such borrowings for
purposes of making loans through the Utility Money Pool, and IURC
authorization is not required for PSI Energy, West Harrison, Lawrenceburg
or Miami to lend the proceeds of such 12-month-or-less borrowings through
the Utility Money Pool as proposed herein.
ULH&P: Pursuant to an Order issued on October 25, 1994 in FERC
Docket No. ES94-43-000 (Exhibit 9 hereto), ULH&P presently has all
necessary authority from the FERC to issue up to $35,000,000 of unsecured
promissory notes through December 31, 1996. No additional authorization
from the Kentucky Public Service Commission ("KPSC") is required under
Kentucky law for the ULH&P borrowings proposed herein.
Additional approvals: Pursuant to the terms of certain
settlement agreements, commitments and orders relating to the mergers that
resulted in the formation of the CINergy system, CINergy is required to
submit certain proposed inter-affiliate agreements subject to the
Commission's jurisdiction (including the proposed Utility Money Pool
Agreement) to the IURC and the Public Utilities Commission Ohio ("PUCO")
for their review (over a period of up to 60 days) before filing such
agreements with the Commission. During such review period, the applicable
state commission may (among other things) reject, disapprove or find
unreasonable the proposed inter-affiliate agreement, as more fully
described in Item 3.B of the CINergy Merger U-1.
On April 4, 1995, copies of the Utility Money Pool Agreement were
submitted to the IURC and the PUCO. On June 29, 1995, PSI Energy submitted
a letter to the IURC Staff (Exhibit 8.1 hereto) in which PSI Energy agreed
to provide the IURC with certain information on a periodic basis relating
to PSI Energy's participation in the Utility Money Pool to be filed by PSI
Energy with the Commission pursuant to Item 1 hereof. On July 19, 1995,
the IURC Staff provided PSI Energy with a letter (Exhibit 8.2 hereto)
clearing the Utility Money Pool Agreement. On May 4, 1995, the PUCO issued
an order in Case No. 95-275-GE-AIS approving the Utility Money Pool
Agreement (Exhibit 7.1 hereto).
Except as described above, no state or federal regulatory
authority, other than the Commission under the Act, has jurisdiction over
any of the proposed transactions, and no other state or federal
authorizations are required for the transactions described herein.
Item 5. Procedure.
It is requested that the Commission issue and publish no later
than March 17, 1995, the requisite notice under Rule 23 with respect to the
filing of this Application- Declaration, such notice to specify a date not
later than April 11, 1995 as the date after which an order granting and
permitting this Application-Declaration to become effective may be entered
by the Commission and that the Commission enter not later than April 12,
1995, an appropriate order granting and permitting this
Application-Declaration to become effective.
No recommended decision by a hearing officer or other responsible
officer of the Commission is necessary or required in this matter. The
Division of Investment Management of the Commission may assist in the
preparation of the Commission's decision in this matter. There should be
no thirty-day waiting period between the issuance and the effective date of
any order issued by the Commission in this matter, and it is respectfully
requested that any such order be made effective immediately upon the entry
thereof.
Item 6. Exhibits and Financial Statements.
Exhibit 1.1 - Withdrawn.
Exhibit 1.2 - Withdrawn.
Exhibit 1.3 - Withdrawn.
Exhibit 1.4 - Withdrawn.
Exhibit 1.5 - Withdrawn.
Exhibit 1.6 - Withdrawn.
Exhibit 1.7 - Withdrawn.
Exhibit 1.8 - Withdrawn.
Exhibit 1.9 - Withdrawn.
Exhibit 1.10 - Withdrawn.
Exhibit 1.11 - Withdrawn.
Exhibit 1.12 - Withdrawn.
Exhibit 1.13 - Letter agreement between ULH&P and Star Bank and
Grid Note ($7,500,000).
Exhibit 1.14 - Letter agreement between ULH&P and The Fifth Third
Bank and Promissory Note ($7,500,000).
Exhibit 1.15 - Letter agreement between ULH&P and Central Trust
Company and Amended and Restated Grid Note in
favor of PNC Bank, Ohio, National Association
($7,500,000).
Exhibit 1.16 - Letter agreement between ULH&P and National City
Bank, Kentucky, and Master Promissory Note in
favor of First National Bank of Louisville
($7,500,000).
Exhibit 1.17 - Letter agreement between The Lawrenceburg Gas
Company and Star Bank N.A., Indiana ($400,000).
Exhibit 1.18 - Withdrawn.
Exhibit 1.19 - Withdrawn.
Exhibit 1.20 - Committed Line of Credit Agreement between PSI
Energy and Barclays Bank PLC and Grid Note of same
date ($15,000,000).
Exhibit 1.21 - Withdrawn.
Exhibit 1.22 - Letter agreement between PSI Energy and The Chase
Manhattan Bank, N.A., Promissory Note, and
amendment letters ($30,000,000).
Exhibit 1.23 - Withdrawn.
Exhibit 1.24 - Amended and Restated Revolving Note by PSI Energy
in favor of The Fifth Third Bank ($15,000,000).
Exhibit 1.25 - Withdrawn.
Exhibit 1.26 - Letter agreement between PSI Energy and Bank of
Montreal and Unsecured Note ($27,000,000).
Exhibit 1.27 - Withdrawn.
Exhibit 1.28 - Withdrawn.
Exhibit 1.29 - Withdrawn.
Exhibit 1.30 - Revolving Credit Agreement between PSI Energy and
Swiss Bank Corporation, New York Branch,
Promissory Note, and Amendment No. 2
($15,000,000).
Exhibit 1.31 - Withdrawn.
Exhibit 2 - Form of note to evidence borrowings from banks.
Exhibit 3 - Withdrawn.
Exhibit 3.1 - Form of commercial paper note of PSI Energy (filed
herewith).
Exhibit 4 - Form of note to be executed by borrowing
Applicants to lending Applicants.
Exhibit 5 - Form of Utility Money Pool Agreement (filed
herewith).
Exhibit 6 - Withdrawn.
Exhibit 6.1 - Withdrawn.
Exhibit 7 - Withdrawn.
Exhibit 7.1 - Order of PUCO dated May 4, 1995 in Case No.
95-275-GE-AIS (filed herewith)
Exhibit 8 - Withdrawn.
Exhibit 8.1 - Letter from PSI Energy to IURC Staff dated June
29, 1995 (filed herewith).
Exhibit 8.2 - Letter from Robert C. Glazier, Director of
Utilities for the IURC, to PSI Energy dated July
19, 1995 (filed herewith).
Exhibit 9 - FERC Order issued October 25, 1994 (Docket No.
ES94-43-000).
Exhibit 10 - Withdrawn.
Exhibit 10.1 - Withdrawn.
Exhibit 10.2 - Revised preliminary opinion of counsel (filed
herewith).
Exhibit 11 - Final or "past tense" opinion of counsel (to be
filed with certificate of notification).
Exhibit 12 - Proposed notice of proceeding.
Exhibit 13 - Withdrawn.
Exhibit 14 - Financial statements of CINergy, PSI Energy,
ULH&P, West Harrison and Miami.
Exhibit 14.1 - Financial statements of CINergy Services, CG&E,
Tri-State and KO (filed herewith).
Exhibit 15 - U.S. Energy Partners General Partnership Agreement
Effective as of January 1, 1994.
Exhibit 16 - Legal memorandum.
Exhibit 27 - Financial data schedules of CINergy, PSI Energy,
ULH&P, Lawrenceburg, West Harrison and Miami
(filed with electronic submission only).
Exhibit 27.1 - Financial data schedules of CINergy Services,
CG&E, Tri-State and KO (filed herewith as part of
electronic submission only).
Item 7. Information as to Environmental Effects.
The proposed transactions do not involve major federal action
having a significant effect on the human environment. To the best of the
Applicants' knowledge no federal agency has prepared or is preparing an
environmental impact statement with respect to the proposed transactions.
Item 8. Power of Attorney.
KNOW ALL MEN BY THESE PRESENTS, that each person signing below
constitutes J. Wayne Leonard, Jackson H. Randolph and William L. Sheafer,
and each of them, with full power to act without the others, his lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, in any capacity, to sign any
further amendment to this Application-Declaration, and to file the same,
with all exhibits thereto, and other documents in connection therewith,
with the Commission granting unto the attorneys-in-fact and agents, and
each of them, full authority to do each act necessary to be done, as fully
to all purposes as he might do in person, hereby ratifying all that the
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
<PAGE>
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 undersigned companies have duly caused
this document to be signed on their behalf by the undersigned thereunto
duly authorized.
Dated: August 23, 1995
CINergy CORP.
By:/s/WILLIAM L. SHEAFER
William L. Sheafer
Treasurer
PSI ENERGY, INC.
By:/s/WILLIAM L. SHEAFER
William L. Sheafer
Treasurer
THE CINCINNATI GAS & ELECTRIC COMPANY
By:/s/WILLIAM L. SHEAFER
William L. Sheafer
Treasurer
THE UNION LIGHT, HEAT AND POWER CO.
By:/s/WILLIAM L. SHEAFER
William L. Sheafer
Treasurer
THE WEST HARRISON GAS AND ELECTRIC CO.
By:/s/WILLIAM L. SHEAFER
William L. Sheafer
Treasurer
LAWRENCEBURG GAS CO.
By:/s/WILLIAM L. SHEAFER
William L. Sheafer
Treasurer
MIAMI POWER CORPORATION
By:/s/WILLIAM L. SHEAFER
William L. Sheafer
Treasurer
CINergy SERVICES, INC.
By:/s/WILLIAM L. SHEAFER
William L. Sheafer
Treasurer
KO TRANSMISSION CO.
By:/s/WILLIAM L. SHEAFER
William L. Sheafer
Treasurer
TRI-STATE IMPROVEMENT CO.
By:/s/WILLIAM L. SHEAFER
William L. Sheafer
Treasurer
<PAGE>
Endnotes
/1/ PSI Energy's other credit lines provide for maturity dates that are
more than 12 and less than 24 months from the date of each loan. Such 12-
to 24-month borrowings by PSI Energy are subject to the jurisdiction of the
Indiana Utility Regulatory Commission ("IURC") and were approved by the
IURC by Order dated September 9, 1992 in Cause No. 39438 and are exempt
from Commission approval pursuant to Rule 52.
/2/ For example, if a company borrowed $1 million in External Funds for ten
days during a monthly period, and such funds were derived from a $10
million line of credit bearing a 1% annual fee, the borrowing company's
share of such fee (assuming a 360-day year) would equal (1% X $10,000,000)
X ($1,000,000 / $10,000,000) X (10 / 360), or approximately $277.78.
<PAGE>
EXHIBIT INDEX
The number in parentheses after each exhibit description refers to the
number of the amendment to this Application-Declaration with which that
exhibit was filed. Exhibits marked "(0)" were filed with the initial
Application-Declaration.
Exhibit Transmission
Number Exhibit Method
1.1 Withdrawn.
1.2 Withdrawn.
1.3 Withdrawn.
1.4 Withdrawn.
1.5 Withdrawn.
1.6 Withdrawn.
1.7 Withdrawn.
1.8 Withdrawn.
1.9 Withdrawn.
1.10 Withdrawn.
1.11 Withdrawn.
1.12 Withdrawn.
1.13 Letter agreement between Form SE
ULH&P and Star Bank and Grid
Note ($7,500,000) (1).
1.14 Letter agreement between ULH&P Form SE
and The Fifth Third Bank and
Promissory Note ($7,500,000) (1).
1.15 Letter agreement between ULH&P and Form SE
Central Trust Company and Amended and
Restated Grid Note in favor of PNC Bank,
Ohio, National Association ($7,500,000) (1).
1.16 Letter agreement between ULH&P and Form SE
National City Bank, Kentucky, and Master
Promissory Note in favor of First National
Bank of Louisville ($7,500,000) (1).
1.17 Letter agreement between The Lawrenceburg Form SE
Gas Company and Star Bank N.A., Indiana
($400,000) (1).
1.18 Withdrawn.
1.19 Withdrawn.
1.20 Committed Line of Credit Agreement Form SE
between PSI Energy and Barclays Bank PLC
and Grid Note ($15,000,000) (1).
1.21 Withdrawn.
1.22 Letter agreement between PSI Energy and Form SE
The Chase Manhattan Bank, N.A.,
Promissory Note, and amendment letters
($30,000,000) (1).
1.23 Withdrawn.
1.24 Amended and Restated Revolving Note by Form SE
PSI Energy in favor of The Fifth Third Bank
($15,000,000) (1).
1.25 Withdrawn.
1.26 Letter agreement between PSI Energy and Form SE
Bank of Montreal and Unsecured Note
($27,000,000) (1).
1.27 Withdrawn.
1.28 Withdrawn.
1.29 Withdrawn.
1.30 Revolving Credit Agreement between PSI Form SE
Energy and Swiss Bank Corporation, New
York Branch, Promissory Note, and
Amendment No. 2 ($15,000,000) (1).
1.31 Withdrawn.
2 Form of note to evidence borrowings from
banks (0). Electronic
3 Withdrawn.
3.1 Form of commercial paper note of PSI Energy
(3) Electronic
4 Form of note to be executed by borrowing
Applicants to lending Applicants (0). Electronic
5 Form of Utility Money Pool Agreement (2). Electronic
6 Withdrawn.
6.1 Withdrawn.
7 Withdrawn.
7.1 Order of PUCO dated May 4, 1995 in
Case No. 95-275-GE-AIS (3). Electronic
8 Withdrawn.
8.1 Letter from PSI Energy to IURC Staff dated
June 29, 1995 (2). Electronic
8.2 Letter from Robert C. Glazier, Director of
Utilities for the IURC, to PSI Energy dated
July 19, 1995 (2). Electronic
9 FERC Order issued October 25, 1994
(Docket No. ES94-43-000) (1). Form SE
10 Withdrawn.
10.1 Withdrawn.
10.2 Revised preliminary opinions of counsel (3) Electronic
11 Final or "past tense" opinions of counsel (to
be filed with certificate of notification). --
12 Proposed notice of proceeding (0). Electronic
13 Withdrawn.
14 Financial statements of CINergy, PSI Energy, Electronic
ULH&P, Lawrenceburg, West Harrison and Miami
(2).
14.1 Financial statements of CINergy Services, Electronic
CG&E, Tri-State and KO (3).
15 U.S. Energy Partners General Partnership
Agreement Effective as of January 1, 1994
(2). Form SE
16 Legal memorandum (2). Electronic
27 Financial data schedules of CINergy, PSI
Energy, ULH&P, Lawrenceburg, West
Harrison and Miami (filed with electronic
submission only) (2). Electronic
27.1 Financial data schedules of CINergy
Services, CG&E, Tri-State and KO (filed
with electronic submission only) (3). Electronic
EXHIBIT 3.1
FORM OF COMMERCIAL PAPER NOTE
(BOOK-ENTRY)
PSI ENERGY, INC.
COMMERCIAL PAPER MASTER NOTE
____________________________
(Date of Issuance)
PSI Energy, Inc., a corporation organized and existing under the laws
of the State of Indiana (the "Issuer"), for value received, hereby promises
to pay to Cede & Co. or registered assigns on the maturity date of each
commercial paper note identified on the records of the Issuer (which
records are maintained by Bank (the "Paying Agent")) the principal amount
for each such commercial paper note. Payment shall be made by wire
transfer to the registered owner from the Paying Agent without the
necessity of presentation and surrender of this Master Note.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS MATER NOTE
SET FORTH ON THE REVERSE HEREOF
This Master Note is a valid and binding obligation of the Issuer.
PSI ENERGY, INC.
By:__________________________
(Issuer)
<PAGE>
(Reverse Side of Note)
At the request of the registered owner, PSI Energy, Inc. shall promptly
issue and deliver one or more separate note certificates evidencing each
commercial paper note evidenced by this Master Note. As of the date any
such note certificate or certificates are issued, the commercial paper
notes which are evidenced thereby shall no longer be evidenced by this
Master Note.
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ______________________ the Master Note and all rights thereunder,
hereby irrevocably constituting and appointing ____________________
Attorney to transfer said Master Note on the books of the Issuer with full
power of substitution in the premises.
Dated: ________________________________
(Signature)
Siganture(s) Guaranteed:
NOTICE: The signature on this assignment must correspond with the name as
written upon the face of this Master Note, in every particular, without
alteration or enlargement or any change whatsoever.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EXHIBIT 10.2
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, NY 10005
August 23, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Form U-1 Application-Declaration
-- File No. 70-8587
Dear Sirs:
We refer to the Form U-1 Application-Declaration, as amended and
restated by Amendment No. 3 thereto (the "Amended and Restated Application
-Declaration"), filed by CINergy Corp. ("CINergy"), a Delaware corporation
and a registered public utility holding company under the Public Utility
Holding Company Act of 1935, as amended (the "Act"), and its subsidiary
companies PSI Energy, Inc. ("PSI Energy"), The Cincinnati Gas & Electric
Co. ("CG&E"), The Union Light, Heat and Power Co. ("ULH&P"),Lawrenceburg Gas
Co. ("Lawrenceburg"), The West Harrison Gas and Electric Co. ("West
Harrison"), Miami Power Corp. ("Miami"), KO Transmission Co. ("KO"), Tri-State
Improvement Co. ("Tri-State") and CINergy Services, Inc. ("CINergy Services").
Capitalized terms not defined herein shall have the meanings ascribed to such
terms in the Amended and Restated Application-Declaration.
The Amended and Restated Application-Declaration requests: (a)
authorization (i) for PSI Energy, ULH&P, Lawrenceburg, West Harrison and
Miami to issue notes in connection with short-term borrowings with
maturities of 12 months or less from banks and bank trust departments as
set forth in Item 1.A.3 of the Amended and Restated Application-Declaration
and through a Utility Money Pool as set forth in Item 1.A.5 of the Amended
and Restated Application-Declaration; (ii) for PSI Energy, ULH&P,
Lawrenceburg, West Harrison and Miami to lend and extend credit to (and
acquire promissory notes from) one another, and for CINergy, CINergy
Services, CG&E, Tri-State and KO to lend and extend credit to (and acquire
promissory notes from) PSI Energy, ULH&P, Lawrenceburg, West Harrison and
Miami, in connection with borrowings by PSI Energy, ULH&P, Lawrenceburg,
West Harrison and Miami through the Utility Money Pool; (iii) for CINergy,
in connection with borrowings by its subsidiary companies from banks and
bank trust departments pursuant to the authorization described in clause
(i) above or applicable rules of the Commission, to issue guarantees and
letters of credit as set forth in Item 1.A.3.b of the Amended and Restated
Application-Declaration; and (iv) for PSI Energy to issue commercial paper
as set forth in Item 1.A.4 of the Amended and Restated Application-
Declaration; and (b) an order of the Commission declaring that U.S. Energy
Partners ("Energy Partners"), a partnership in which CINergy holds an
interest, is not a "subsidiary company" of CINergy within the meaning of
Section 2(a)(8) of the Act (collectively, the "Transactions").
We have acted as special counsel for CINergy in connection with
the Transactions and, as such counsel, we are familiar with the corporate
proceedings taken and to be taken by CINergy in connection with the
Transactions as described in the Amended and Restated Application-
Declaration. We have examined originals, or copies certified to our
satisfaction, of such corporate records of CINergy, certificates of public
officials, certificates of officers and representatives of CINergy, and
other documents as we have deemed it necessary to require as a basis for
the opinions hereinafter expressed. In such examination we have assumed
the genuineness of all signatures and the authenticity of all documents
submitted to us as originals and the conformity with the originals of all
documents submitted to us as copies. As to various questions of fact
material to such opinions we have, when relevant facts were not
independently established, relied upon certificates by officers of CINergy
and other appropriate persons and statements contained in the Amended and
Restated Application-Declaration.
The opinions expressed below in respect of the Transactions
described in the Amended and Restated Application-Declaration are subject
to the following assumptions or conditions:
a. The Transactions shall have been duly authorized and approved
to the extent required by state law by the Board of Directors of each
Applicant.
b. The Securities and Exchange Commission shall have duly
entered an appropriate order or orders granting the Amended and
Restated Application-Declaration and permitting the Amended and
Restated Application-Declaration to become effective with respect to
the Transactions.
c. The Transactions shall have been accomplished in accordance
with all approvals, authorizations, consents, certificates and orders
of any applicable state commission or regulatory authority required
for the consummation of the Transactions, and all such required
approvals, authorizations, consents, certificates and orders shall
have been obtained and remain in effect.
d. The commercial paper and other notes proposed to be issued by
PSI Energy to non-associate companies, the notes proposed to be issued
by borrowing Applicants to lending Applicants, and the notes proposed
to be guaranteed by CINergy shall be substantially in the forms
attached as exhibits to the Amended and Restated Application-
Declaration and shall be properly completed and executed and, where
required, countersigned.
e. The rates of interest on the commercial paper and notes that
are the subject of the Amended and Restated Application-Declaration
shall not exceed the interest rates permitted by applicable state and
federal law.
f. Borrowings will not exceed those levels permitted from time
to time by the borrowing Applicant's Articles or Certificate of
Incorporation or other governing corporate documents and debt
instruments and agreements to which the borrowing Applicant is a party
or by which its property is bound, and applicable laws and orders of
governmental and regulatory authorities with jurisdiction over such
borrowing Applicant.
g. The note of ULH&P in favor of First National Bank of
Louisville filed in Exhibit 1.16 to the Amended and Restated
Application-Declaration would be governed by and construed in
accordance with the laws of the Commonwealth of Kentucky, without
giving effect to the conflicts-of-laws rules thereof. The notes of
ULH&P in favor of Star Bank, N.A., The Fifth Third Bank, and The
Central Trust Company filed in Exhibits 1.13, 1.14 and 1.15,
respectively, to the Amended and Restated Application-Declaration
would be governed by and construed in accordance with the laws of the
State of Ohio, in accordance with the choice-of-law provisions of such
notes, and the note of PSI Energy in favor of The Fifth Third Bank
filed as Exhibit 1.24 to the Amended and Restated Application-
Declaration, would be governed by and construed in accordance with the
laws of the State of Ohio, in each case without giving effect to the
conflicts-of-laws rules thereof. The notes issued by Lawrenceburg
pursuant to the letter agreement between Lawrenceburg and Star Bank
N.A., Indiana filed as Exhibit 1.17 and the note of PSI Energy in
favor of the Bank of Montreal filed in Exhibit 1.26 to the Amended and
Restated Application-Declaration would be governed by and construed in
accordance with the laws of the State of Indiana, without giving
effect to the conflicts-of-laws rules thereof. It is further assumed
that the laws of the State of Indiana relevant to the validity and
enforceability of notes are substantially similar in all relevant
respects to the laws of the State of Illinois referred to in the
choice-of-law provision of the note filed in Exhibit 1.26. The notes
filed in Exhibits 1.20, 1.22 and 1.30 to the Amended and Restated
Application-Declaration would be governed by and construed in
accordance with the laws of the State of New York, in accordance with
the choice-of-law provisions of such notes and without giving effect
to the conflicts-of-laws rules of New York law. All notes issued (or
guaranteed by CINergy) in connection with the borrowings from banks
and bank trust departments and the guarantees proposed in Item 1.A.3
of the Amended and Restated Application-Declaration would be in
substantially the form of the note filed as Exhibit 2 thereto and
would be governed by and construed in accordance with the laws of the
State of Ohio (in the case of notes issued by CG&E, Tri-State, Power
International, Inc., CINergy Services, CINergy Investments, and CG&E
Resource Marketing, and guarantees thereof by CINergy), the State of
Indiana (in the case of notes issued by PSI Energy, Lawrenceburg, West
Harrison, Miami, PSI Recycling, Inc., CINergy Technology, Inc., Power
Equipment Supply Co., and Wholesale Power Services, Inc. and
guarantees thereof by CINergy), the Commonwealth of Kentucky (in the
case of notes issued by ULH&P and KO and guarantees thereof by
CINergy), in each case without giving effect to the conflicts-of-laws
rules thereof. All notes issued by PSI Energy in connection with the
commercial paper issuances proposed in Item 1.A.4 of the Amended and
Restated Application-Declaration would be in substantially the form of
the note filed as Exhibit 3.1 thereto and would be governed by and
construed in accordance with the laws of the State of Indiana, in
accordance with the choice-of-law provision of such form of note and
without giving effect to the conflicts-of-laws rules of Indiana law.
All notes issued in connection with borrowings through the Utility
Money Pool proposed in Item 1.A.5 of the Amended and Restated
Application-Declaration would be in substantially the form of the note
filed as Exhibit 5 thereto and would be governed by and construed in
accordance with the laws of the State of Ohio, in accordance with the
choice-of-law provision of the Utility Money Pool Agreement and
without giving effect to the conflicts-of-laws rules of Ohio law.
h. No act or event other than as described herein shall have
occurred subsequent to the date hereof which would change the opinions
expressed above.
i. The consummation of the Transactions shall be conducted under
our supervision, and all legal matters incident thereto shall be
satisfactory to us, including the receipt in satisfactory form of such
opinions of other counsel, qualified to practice in jurisdictions
pertaining to the Transactions in which we are not admitted to
practice, as we may deem appropriate.
Based upon the foregoing, and having regard to legal
considerations which we deem relevant, we are of the opinion that, in the
event that the proposed Transactions are consummated in accordance with the
Amended and Restated Application-Declaration, as it may be amended, and
subject to the assumptions and conditions set forth above and the reliances
and limitations set forth below:
1. CINergy and CINergy Services are validly incorporated and
duly existing under the laws of the State of Delaware. PSI Energy,
Lawrenceburg, West Harrison and Miami are validly incorporated and
duly existing under the laws of the State of Indiana. CG&E and Tri-
State are validly incorporated and duly existing under the laws of the
State of Ohio. ULH&P and KO are validly incorporated and duly
existing under the laws of the Commonwealth of Kentucky. CINergy
Investments, Inc. and CG&E Resource Marketing, Inc., each of which was
incorporated under the laws of the State of Delaware; PSI Recycling,
Inc., CINergy Technology, Inc., Power Equipment Supply Co., and
Wholesale Power Services, Inc., each of which was incorporated under
the laws of the State of Indiana; and Power International, Inc., which
was incorporated under the laws of the State of Ohio -- which would be
the issuers of certain notes proposed to be guaranteed by CINergy --
are validly incorporated and duly existing under the laws of their
respective states of incorporation set forth above.
2. All state laws applicable to the proposed Transactions will
have been complied with.
3. Each lending Applicant will legally acquire the promissory
notes issued to such lending Applicant by borrowing Applicants in
connection with borrowings through the Utility Money Pool.
4. The commercial paper proposed to be issued by PSI Energy and
the notes proposed to be issued by Applicants will be valid and
binding obligations of the respective issuer of such notes, and the
notes proposed to be guaranteed by CINergy will be valid and binding
obligations (or valid and binding contingent obligations, as the case
may be) of the respective issuer of such notes and of CINergy, in each
case enforceable in accordance with the terms of such note or
guarantee, as the case may be, except as enforceability may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting the enforcement of creditors' rights generally and the
application of general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at
law).
5. The consummation of the proposed Transactions will not
violate the legal rights of the holders of any securities issued by
any Applicant or any associate company thereof.
We do not herein purport to express any opinions as to any laws
other than the Federal laws of the United States, the laws of the State of
New York, the General Corporation Law of the State of Delaware, and the
laws of the States of Ohio and Indiana and the Commonwealth of Kentucky.
As to matters arising under the laws of the States of Ohio and Indiana and
the Commonwealth of Kentucky, in which we are not admitted to practice, the
opinions expressed herein are based upon and given in reliance upon
opinions of even date herewith by Messrs. Jerome A. Vennemann, Esq., Frank
Lewis, Esq., and Taft, Stettinius & Hollister, respectively, which opinions
are subject to assumptions, conditions and limitations substantially
similar to those set forth herein. No opinion is expressed as to the
choice-of-law or forum provisions of any of the notes, agreements or other
instruments filed as exhibits to the Amended and Restated Application-
Declaration or any choice-of-law or forum issue relating thereto. We
hereby consent to the use of this opinion as an exhibit to the Amended
and Restated Application-Declaration. The opinions set forth herein
are issued and expressed as of the date hereof. We do not assume or
undertake any responsibility to advise you of changes in either fact
or law which may come to our attention after the date hereof.
Very truly yours,
/s/Milbank, Tweed, Hadley & McCloy
Milbank, Tweed, Hadley & McCloy
MDD/RBW/RJH
File No. 70-8587
Exhibit 7.1
CONFORMED COPY
BEFORE
THE PUBLIC UTILITIES COMMISSION OF OHIO
In the Matter of the Application of )
The Cincinnati Gas & Electric ) Case No. 95-275-GE-AIS
Company for Authority to Enter )
Into A Utility Money Pool Contract. )
In the Matter of the Application of )
The Cincinnati Gas & Electric )
Company for Authority to Issue )
Short-Term Securities Not in Excess ) Case No. 95-358-GE-AIS
of $400,000,000 At Any One Time of )
Unsecured Notes and Other Evidences )
of Indebtedness. )
FINDING AND ORDER
The Commission finds:
(1) Applicant, The Cincinnati Gas & Electric Company, is an Ohio
corporation and apublic utility as defined in Section 4905.02 Revised Code,
and is subject to the jurisdictionof this Commission.
(2) These Applications comply with the provisions of Sections 4905.40,
4905.401(A)and 4905.41, Revised Code.
(3) Applicant has existing authority (Case No. 94-811-GE-AIS), through
June 30, 1995,to issue and/or renew its unsecured notes and other evidences
of short-term indebtedness, including commercial paper, maturing for
periods of not more than twelve months, provided that the aggregate
principal amount of short-term indebtedness will not exceed $200 million at
any one time.
(4) To supplement and replace such existing authority, Applicant is
now requesting consent and authority (Case No. 95-358-GE-AIS), through June
30, 1996, to continue to issue and/or renew its unsecured notes and other
evidences of short-term indebtedness, including commercial paper, maturing
for periods of not more than twelve months, in an aggregate principal
amount of up to $400 million.
(5) Pursuant to Section 4905.401, Revised Code, Applicant was
permitted to have outstanding notes and other evidences of short-term
indebtedness issuable without prior authority of this Commission (the
"Statutory Exemption") in the amount of $141 million, as of December 31,
1994. Applicant had no short-term debt outstanding, as of December 31,
1994.
(6) The proceeds from the issuance of short-term indebtedness will be
used for the acquisition of property; the construction program; completion,
extension, renewal and improvement of Applicant's facilities and service;
to reimburse its treasury for actual funds expended; to repay outstanding
short-term notes or other evidences of indebtedness, including Applicant's
participation in a utility money pool arrangement; for working capital and
general corporate purposes.
(7) To facilitate Applicant's participation in a utility money pool
arrangement, Applicant is also requesting authority (Case No.
95-275-GE-AIS) to enter into and file at the Securities and Exchange
Commission (SEC) a utility money pool contract (the "Money Pool") in order
to establish an intrasystem financing arrangement, by and among Applicant;
its parent company, CINergy, Corp. ("CINergy"); CINergy Services, Inc.
("CINergy Services"), a service company of CINergy; PSI Energy, Inc. ("PSI
Energy"), a utility subsidiary of CINergy; The Union Light and Power Co.,
The West Harrison Gas and Electric Co., Lawrenceburg Gas Co. and Miami
Power Corp., utility subsidiaries of Applicant; Tri-State Improvement Co.
and KO Transmission Co., subsidiaries of Applicant (Collectively
hereinafter called "Participating Companies"), and to issue and acquire
promissory notes in connection therewith, through May 31, 1997, pursuant to
the terms and conditions as described in the Application and Exhibits.
(8) The purpose of the Money Pool is to assist Applicant in least-cost
financing of its interim capital requirements.
(9) Under the terms of the Money Pool, short-term funds will be made
available, from time to time, through May 31, 1997, to the Participating
Companies other than CINergy from the following sources: (a) surplus funds
from Participating Companies ("Internal Funds"), and (b) proceeds from bank
borrowings by Participating Companies or the sale of commercial paper by
CINergy, Applicant or PSI Energy for loan to the Money Pool ("External
Funds"). The aggregate principal amount of Applicant's short-term
indebtedness, including any borrowing from the Money Pool, will not exceed
$400 million at any one time.
(10) Interest rates applicable to loans made through the Money Pool
will depend on whether the source of funds made available is derived from
Internal Funds, External Funds or a combination thereof, as more fully
described in the Application and Exhibits.
(11) CINergy Services will administer the Money Pool on an "at cost"
basis. CINergy Services is required to maintain separate records for the
proposed Money Pool and any other money pool it administers. Participating
Companies will have discretion to lend their surplus funds, if any, to or
borrow moneys from the Money Pool, at any time. Participating Companies
will not be required to borrow from the Money Pool, if it is determined
that Participating Companies will be able to obtain funds at lower costs
either through direct bank borrowing or through the issuance of their
commercial paper. No loans will be made available to CINergy through the
Money Pool.
(12) The Money Pool is conditioned upon, among other things, the
following: (a) Applicant or CINergy will not seek to overturn, reverse,
set aside, change or enjoin, whether through appeal or the initiation and
maintenance of any forum, a decision or Order of this Commission which
pertains to recovery, disallowance, allowance, deferral, or ratemaking
treatment of any expense, charge, cost, or allocation incurred or accrued
by Applicant in or as a result of a contract, agreement, arrangement, or
transaction with any affiliate, associate, holding, mutual service or
subsidiary company on the basis that such expense, charge, cost, or
allocation method was filed with or approved by the SEC, and (b) Applicant
will continue to seek authorization from this Commission to issue
short-term debt.
(13) Participating Companies have filed Form U-1
Application-Declaration, as amended and restated, with the SEC, pursuant to
the Public Utilities Holding Companies Act of 1935, as amended.
(14) Based on the information contained in the Application, the
exhibits thereto and other documentary information to which the Commission
has access, the purposes to which the proceeds and other evidences of
indebtedness shall be applied and the purposes to enter into and file at
the SEC, a utility money pool contract, appear to be reasonably required
for Applicant's lawful capital purposes and the Commission is satisfied
that the consent and authority should be granted.
It is, therefore,
ORDERED, That The Cincinnati Gas & Electric Company is authorized,
through June 30, 1996, to issue, and/or renew unsecured notes, including
commercial paper, and other evidences of short-term indebtedness, maturing
at periods of not more than twelve months, provided that Applicant's
aggregate total outstanding short-term indebtedness, including the
Statutory Exemption and any borrowing from Money Pool, does not exceed $400
million at any given time. It is, further,
ORDERED, That Applicant is authorized to enter into and file at the
Securities and Exchange Commission a utility Money Pool contract, and to
issue and acquire promissory notes in connection therewith, through May 31,
1997, pursuant to the terms and conditions as described in the Application
and Exhibits. It is, further,
ORDERED, That the proceeds derived by the Applicant under the authority
granted herein shall be applied for the purposes set forth in this Order or
otherwise pursuant to Section 4905.401, Revised Code. It is, further,
ORDERED, That after the Money Pool contract authorized by this Order is
executed, Applicant shall file with this Commission a copy of the Money
Pool Agreement, as executed. It is, further,
ORDERED, That the authorization granted by this Order shall not be
construed as limiting the Commission's determination of the appropriateness
of Applicant's future long-term security offerings. It is, further,
ORDERED, That nothing contained in this Order shall be construed to
imply any guaranty or obligation as to the unsecured notes and other
evidences of indebtedness, or the associated interest on the part of the
State of Ohio. It is, further,
ORDERED, That nothing contained in this Order shall be construed to
imply any guaranty or obligation by the Commission to assure completion of
any specific construction project of the Applicant. It is, further,
ORDERED, That nothing contained in this Order shall be deemed to be
binding upon this Commission in any future proceeding or investigation
involving the justness or reasonableness of any rate, charge, rule or
regulation of Applicant. It is further,
ORDERED, That a copy of this Order be served upon all parties of record.
THE PUBLIC UTILITIES COMMISSION OF OHIO
/s/Craig A. Glazer, Chairman
/s/Jolynn Barry Butler /s/Richard M. Fanelly
/s/Ronda Hartman Fergus /s/David W. Johnson
Date: May 4, 1995
FINANCIAL STATEMENTS
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-1
FILE NO. 70-8587
CINERGY SERVICES, INC.
AS OF DECEMBER 31, 1994
(Unaudited)
Pages 1 through 4
<PAGE>
<TABLE>
<CAPTION>
CINERGY SERVICES, INC.
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED DECEMBER 31, 1994
Pro Forma
Actual Adjustments* Pro Forma
(in thousands)
<S> <C> <C> <C>
OPERATING REVENUES . . . . . . . . . . $1 724 $ $ 1 724
OPERATING EXPENSES
Other operation . . . . . . . . . . . 1 688 1 688
Taxes other than income taxes . . . . 36 36
1 724 1 724
OPERATING INCOME . . . . . . . . . . . $ $ $
<FN>
* No adjustments are applicable.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY SERVICES, INC.
PRO FORMA BALANCE SHEET
AT DECEMBER 31, 1994
Pro Forma
Actual Adjustments* Pro Forma
(dollars in thousands)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Accounts receivable from associated
companies . . . . . . . . . . . . . . . . . $749 $ $749
749 749
OTHER ASSETS. . . . . . . . . . . . . . . . . . 1 1
$750 $ $750
CAPITALIZATION AND LIABILITIES
COMMON STOCK EQUITY
Common stock - $.05 par value;
authorized shares - 50;
outstanding shares - 50 . . . . . . . . . . $ $ $
CURRENT LIABILITIES
Accounts payable. . . . . . . . . . . . . . . 131 131
Accounts payable to associated
companies . . . . . . . . . . . . . . . . . 619 619
750 750
$750 $ $750
<FN>
* No adjustments are applicable.
</TABLE>
<PAGE>
CINERGY SERVICES, INC.
Pro Forma Journal Entries*
* No adjustments are applicable.
<PAGE>
FINANCIAL STATEMENTS
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-1
FILE NO. 70-8587
THE CINCINNATI GAS & ELECTRIC COMPANY
CONSOLIDATED
AS OF DECEMBER 31, 1994
(Unaudited)
Pages 1 through 6
<PAGE>
<TABLE>
<CAPTION>
THE CINCINNATI GAS & ELECTRIC COMPANY
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
TWELVE MONTHS ENDED DECEMBER 31, 1994
Pro Forma
Actual Adjustments Pro Forma
(in thousands)
<S> <C> <C> <C>
OPERATING REVENUES
Electric. . . . . . . . . . . . . . . $1 345 787 $ $1 345 787
Gas . . . . . . . . . . . . . . . . . 442 398 442 398
1 788 185 1 788 185
OPERATING EXPENSES
Fuel used in electric production. . . 325 470 325 470
Gas purchased . . . . . . . . . . . . 248 293 248 293
Purchased and exchanged power . . . . 20 932 20 932
Other operation . . . . . . . . . . . 336 030 336 030
Maintenance . . . . . . . . . . . . . 106 810 106 810
Depreciation. . . . . . . . . . . . . 156 676 156 676
Post-in-service deferred operating
expenses - net. . . . . . . . . . . 3 290 3 290
Phase-in deferred depreciation. . . . (2 161) (2 161)
Income taxes. . . . . . . . . . . . . 104 128 (479) 103 649
Taxes other than income taxes . . . . 197 381 197 381
1 496 849 (479) 1 496 370
OPERATING INCOME . . . . . . . . . . . 291 336 479 291 815
OTHER INCOME AND EXPENSES - NET
Allowance for equity funds used
during construction . . . . . . . . 1 971 1 971
Phase-in deferred return. . . . . . . 15 351 15 351
Other - net . . . . . . . . . . . . . (107) (107)
17 215 17 215
INCOME BEFORE INTEREST . . . . . . . . 308 551 479 309 030
INTEREST
Interest on long-term debt. . . . . . 150 386 150 386
Other interest. . . . . . . . . . . . 2 831 1 367 4 198
Allowance for borrowed funds used
during construction . . . . . . . . (2 977) (2 977)
150 240 1 367 151 607
NET INCOME . . . . . . . . . . . . . . 158 311 (888) 157 423
PREFERRED DIVIDEND REQUIREMENT . . . . 22 377 22 377
INCOME APPLICABLE TO COMMON STOCK. . . $ 135 934 $ (888) $ 135 046
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE CINCINNATI GAS & ELECTRIC COMPANY
PRO FORMA CONSOLIDATED BALANCE SHEET
AT DECEMBER 31, 1994
ASSETS
Pro Forma
Actual Adjustments Pro Forma
(dollars in thousands)
<S> <C> <C> <C>
UTILITY PLANT - ORIGINAL COST
In service
Electric . . . . . . . . . . . . . . . . $4 502 840 $ $4 502 840
Gas. . . . . . . . . . . . . . . . . . . 645 602 645 602
Common . . . . . . . . . . . . . . . . . 185 718 185 718
5 334 160 5 334 160
Accumulated depreciation . . . . . . . . . 1 613 505 1 613 505
3 720 655 3 720 655
Construction work in progress. . . . . . . 74 989 74 989
Total utility plant. . . . . . . . . . 3 795 644 3 795 644
CURRENT ASSETS
Cash and temporary cash investments. . . . 52 516 21 902 74 418
Restricted deposits. . . . . . . . . . . . 98 98
Accounts receivable less accumulated
provision of $8,999,410 for doubtful
accounts . . . . . . . . . . . . . . . . 269 020 269 020
Materials, supplies, and fuel -
at average cost
Fuel for use in electric production. . 42 167 42 167
Gas stored for current use . . . . . . 31 284 31 284
Other materials and supplies . . . . . 57 864 57 864
Property taxes applicable to
subsequent year. . . . . . . . . . . . . 112 420 112 420
Prepayments and other. . . . . . . . . . . 31 327 31 327
596 696 21 902 618 598
OTHER ASSETS
Regulatory assets
Post-in-service carrying costs and
deferred operating expenses. . . . . . 155 138 155 138
Phase-in deferred return and
depreciation . . . . . . . . . . . . . 100 943 100 943
Deferred demand-side management costs. . 10 002 10 002
Amounts due from customers -
income taxes . . . . . . . . . . . . . 381 380 381 380
Deferred merger costs. . . . . . . . . . 12 013 12 013
Unamortized costs of reacquiring debt. . 33 426 33 426
Other. . . . . . . . . . . . . . . . . . 55 987 55 987
Other. . . . . . . . . . . . . . . . . . . 40 436 40 436
789 325 21 902 789 325
$5 181 665 $21 902 $5 203 567
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE CINCINNATI GAS & ELECTRIC COMPANY
PRO FORMA CONSOLIDATED BALANCE SHEET
AT DECEMBER 31, 1994
CAPITALIZATION AND LIABILITIES
Pro Forma
Actual Adjustments Pro Forma
(dollars in thousands)
<S> <C> <C> <C>
COMMON STOCK EQUITY
Common stock - $8.50 par value;
authorized shares - 120,000,000;
outstanding shares - 89,663,086 . . . . . . $ 762 136 $ $ 762 136
Paid-in capital . . . . . . . . . . . . . . . 337 874 337 874
Retained earnings . . . . . . . . . . . . . . 432 962 (888) 432 074
Total common stock equity . . . . . . . . 1 532 972 (888) 1 532 084
CUMULATIVE PREFERRED STOCK
Not subject to mandatory redemption . . . . . 80 000 80 000
Subject to mandatory redemption . . . . . . . 210 000 210 000
LONG-TERM DEBT . . . . . . . . . . . . . . . . 1 837 757 1 837 757
Total capitalization . . . . . . . . . . 3 660 729 (888) 3 659 841
CURRENT LIABILITIES
Notes payable . . . . . . . . . . . . . . . . 14 500 22 790 37 290
Accounts payable . . . . . . . . . . . . . . 120 817 120 817
Accrued taxes . . . . . . . . . . . . . . . . 227 651 227 651
Accrued interest. . . . . . . . . . . . . . . 31 902 31 902
Other . . . . . . . . . . . . . . . . . . . . 32 658 32 658
427 528 22 790 450 318
OTHER LIABILITIES
Deferred income taxes . . . . . . . . . . . . 747 060 747 060
Unamortized investment tax credits . . . . . 135 417 135 417
Accrued pension and other postretirement
benefit costs . . . . . . . . . . . . . . . 102 254 102 254
Other . . . . . . . . . . . . . . . . . . . . 108 677 108 677
1 093 408 1 093 408
$5 181 665 $21 902 $5 203 567
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE CINCINNATI GAS & ELECTRIC COMPANY
PRO FORMA CONSOLIDATED STATEMENT OF CHANGES IN RETAINED EARNINGS
TWELVE MONTHS ENDED DECEMBER 31, 1994
Pro Forma
Actual Adjustments Pro Forma
(in thousands)
<S> <C> <C> <C>
BALANCE DECEMBER 31, 1993 . . . . . . . . . $ 456 511 $ $ 456 511
Net income . . . . . . . . . . . . . . . 158 311 (888) 157 423
Dividends on preferred stock. . . . . . . (22 377) (22 377)
Dividends on common stock . . . . . . . . (158 970) (158 970)
Other . . . . . . . . . . . . . . . . . . (513) (513)
BALANCE DECEMBER 31, 1994 . . . . . . . . . $ 432 962 $(888) $ 432 074
</TABLE>
<PAGE>
THE CINCINNATI GAS & ELECTRIC COMPANY
Pro Forma Consolidated Journal Entries to Give Effect to the
Borrowing of Up to $38,300,000 from Banks
Entry No. 1
Cash and temporary cash investments. . . $22,790,000
Notes payable . . . . . . . . . . . . . . . . . . . $22,790,000
To record the issuance of notes payable by The Union Light, Heat and Power
Company, the West Harrison Gas and Electric Company, Lawrenceburg Gas Company
and Miami Power Corporation net of $15,510,000 of notes, inter-company loans
and open-account balances outstanding at December 31, 1994.
Entry No. 2
Other interest . . . . . . . . . . . . . $1,367,400
Cash and temporary cash investments . . . . . . . . $1,367,400
To record interest on $22,790,000 of notes payable at 6%.
Entry No. 3
Cash and temporary cash investments . . $478,590
Income taxes. . . . . . . . . . . . . . . . . . . . $478,590
To record the reduction in income taxes due to increased other interest costs
($1,367,400 at an assumed tax rate of 35%).
<PAGE>
FINANCIAL STATEMENTS
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-1
FILE NO. 70-8587
KO TRANSMISSION COMPANY
AS OF DECEMBER 31, 1994
(Unaudited)
Pages 1 through 3
<PAGE>
<TABLE>
<CAPTION>
KO TRANSMISSION COMPANY
PRO FORMA BALANCE SHEET
AT DECEMBER 31, 1994*
Pro Forma
Actual Adjustments** Pro Forma
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Accounts receivable from associated
companies . . . . . . . . . . . . . . . . . $10 $ $10
CAPITALIZATION
COMMON STOCK EQUITY
Common stock - $1.00 par value;
authorized shares - 100;
outstanding shares - 10 . . . . . . . . . . $10 $ $10
<FN>
* Ko Transmission will be used to acquire an interest in an interstate natural gas
pipeline to which The Cincinnati Gas & Electric Company is entitled as a result of a
settlement with the Columbia Gas Transmission Corp.
** No adjustments are applicable.
</TABLE>
<PAGE>
KO TRANSMISSION COMPANY
Pro Forma Journal Entries*
* No adjustments are applicable.
<PAGE>
FINANCIAL STATEMENTS
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-1
FILE NO. 70-8587
TRI-STATE IMPROVEMENT COMPANY
AS OF DECEMBER 31, 1994
(Unaudited)
Pages 1 through 5
<PAGE>
<TABLE>
<CAPTION>
TRI-STATE IMPROVEMENT COMPANY
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED DECEMBER 31, 1994
Pro Forma
Actual Adjustments* Pro Forma
(in thousands)
<S> <C> <C> <C>
OTHER INCOME AND EXPENSES - NET
Income taxes . . . . . . . . . . . . . . . . $ (53) $ $ (53)
Other - net . . . . . . . . . . . . . . . . 295 295
242 242
INCOME BEFORE INTEREST . . . . . . . . . . . . 242 242
INTEREST
Other interest . . . . . . . . . . . . . . . 1 252 1 252
Allowance for borrowed funds used during
construction. . . . . . . . . . . . . . . . (1 102) (1 102)
150 150
NET INCOME . . . . . . . . . . . . . . . . . . $ 92 $ $ 92
<FN>
* No adjustments are applicable.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TRI-STATE IMPROVEMENT COMPANY
PRO FORMA BALANCE SHEET
AT DECEMBER 31, 1994
Pro Forma
Actual Adjustments* Pro Forma
(dollars in thousands)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash. . . . . . . . . . . . . . . . . . . . . $ 56 $ $ 56
Accounts receivable . . . . . . . . . . . . . 66 66
Accounts receivable from associated
companies - net . . . . . . . . . . . . . . 74 74
196 196
OTHER PROPERTY AND INVESTMENTS - NET. . . . . . 26 501 26 501
$26 697 $ $26 697
CAPITALIZATION AND LIABILITIES
COMMON STOCK EQUITY
Common stock - without par value;
$25 stated value; authorized shares -
1,000; outstanding shares - 1,000 . . . . . $ 25 $ $ 25
Retained earnings/deficit . . . . . . . . . . (105) (105)
Total common stock equity . . . . . . . . (80) (80)
LONG-TERM DEBT
Advances from associated companies. . . . . . 22 481 22 481
Total capitalization. . . . . . . . . . . 22 401 22 401
CURRENT LIABILITIES
Accounts payable. . . . . . . . . . . . . . . 2 023 2 023
Accrued taxes . . . . . . . . . . . . . . . . 201 201
2 224 2 224
OTHER LIABILITIES
Deferred income taxes . . . . . . . . . . . . 2 062 2 062
Other . . . . . . . . . . . . . . . . . . . . 10 10
2 072 2 072
$26 697 $ $26 697
<FN>
* No adjustments are applicable.</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TRI-STATE IMPROVEMENT COMPANY
PRO FORMA STATEMENT OF CHANGES IN RETAINED EARNINGS/DEFICIT
TWELVE MONTHS ENDED DECEMBER 31, 1994
Pro Forma
Actual Adjustments* Pro Forma
(in thousands)
<S> <C> <C> <C>
BALANCE DECEMBER 31, 1993 . . . . . . . . . $(197) $ $(197)
Net income (loss) . . . . . . . . . . . . 92 92
BALANCE DECEMBER 31, 1994 . . . . . . . . . $(105) $ $(105)
<FN>
* No adjustments are applicable.
</TABLE>
<PAGE>
TRI-STATE IMPROVEMENT COMPANY
Pro Forma Journal Entries*
* No adjustments are applicable.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEETS AND STATEMENTS OF INCOME AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<CIK> 0000899652
<NAME> CINERGY CORP.
<SUBSIDIARY>
<NUMBER> 2
<NAME> CINERGY SERVICES, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 749
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 1
<TOTAL-ASSETS> 750
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 0
<TOTAL-COMMON-STOCKHOLDERS-EQ> 0
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 750
<TOT-CAPITALIZATION-AND-LIAB> 750
<GROSS-OPERATING-REVENUE> 1,724
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 1,724
<TOTAL-OPERATING-EXPENSES> 1,724
<OPERATING-INCOME-LOSS> 0
<OTHER-INCOME-NET> 0
<INCOME-BEFORE-INTEREST-EXPEN> 0
<TOTAL-INTEREST-EXPENSE> 0
<NET-INCOME> 0
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 0
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEETS AND STATEMENTS OF INCOME AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<CIK> 0000899652
<NAME> CINERGY CORP.
<SUBSIDIARY>
<NUMBER> 5
<NAME> THE CINCINNATI GAS & ELECTRIC CO. (CONSOLIDATED)
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR 12-MOS
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-START> JAN-01-1994 JAN-01-1994
<PERIOD-END> DEC-31-1994 DEC-31-1994
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 3,795,644 3,795,644
<OTHER-PROPERTY-AND-INVEST> 0 0
<TOTAL-CURRENT-ASSETS> 596,696 618,598
<TOTAL-DEFERRED-CHARGES> 748,889 748,889
<OTHER-ASSETS> 40,436 40,436
<TOTAL-ASSETS> 5,181,665 5,203,567
<COMMON> 762,136 762,136
<CAPITAL-SURPLUS-PAID-IN> 337,874 337,874
<RETAINED-EARNINGS> 432,962 432,074
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,532,972 1,532,084
210,000 210,000
80,000 80,000
<LONG-TERM-DEBT-NET> 1,837,757 1,837,757
<SHORT-TERM-NOTES> 14,500 37,290
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,506,436 1,506,436
<TOT-CAPITALIZATION-AND-LIAB> 5,181,665 5,203,567
<GROSS-OPERATING-REVENUE> 1,788,185 1,788,185
<INCOME-TAX-EXPENSE> 104,128 103,649
<OTHER-OPERATING-EXPENSES> 1,392,721 1,392,721
<TOTAL-OPERATING-EXPENSES> 1,496,849 1,496,370
<OPERATING-INCOME-LOSS> 291,336 291,815
<OTHER-INCOME-NET> 17,215 17,215
<INCOME-BEFORE-INTEREST-EXPEN> 308,551 309,030
<TOTAL-INTEREST-EXPENSE> 150,240 151,607
<NET-INCOME> 158,311 157,423
22,377 22,377
<EARNINGS-AVAILABLE-FOR-COMM> 135,934 135,046
<COMMON-STOCK-DIVIDENDS> 158,970 158,970
<TOTAL-INTEREST-ON-BONDS> 150,386 150,386
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0.00 0.00
<EPS-DILUTED> 0.00 0.00
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEETS AND STATEMENTS OF INCOME AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<CIK> 0000899652
<NAME> CINERGY CORP.
<SUBSIDIARY>
<NUMBER> 11
<NAME> KO TRANSMISSION CO.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 10
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 10
<COMMON> 10
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 0
<TOTAL-COMMON-STOCKHOLDERS-EQ> 10
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 0
<TOT-CAPITALIZATION-AND-LIAB> 10
<GROSS-OPERATING-REVENUE> 0
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 0
<TOTAL-OPERATING-EXPENSES> 0
<OPERATING-INCOME-LOSS> 0
<OTHER-INCOME-NET> 0
<INCOME-BEFORE-INTEREST-EXPEN> 0
<TOTAL-INTEREST-EXPENSE> 0
<NET-INCOME> 0
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 0
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEETS AND STATEMENTS OF INCOME AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<CIK> 0000899652
<NAME> CINERGY CORP.
<SUBSIDIARY>
<NUMBER> 12
<NAME> TRI-STATE IMPROVEMENT CO.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 26,501
<TOTAL-CURRENT-ASSETS> 196
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 26,697
<COMMON> 25
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> (105)
<TOTAL-COMMON-STOCKHOLDERS-EQ> (80)
0
0
<LONG-TERM-DEBT-NET> 22,481
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 4,296
<TOT-CAPITALIZATION-AND-LIAB> 26,697
<GROSS-OPERATING-REVENUE> 0
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 0
<TOTAL-OPERATING-EXPENSES> 0
<OPERATING-INCOME-LOSS> 0
<OTHER-INCOME-NET> 242
<INCOME-BEFORE-INTEREST-EXPEN> 242
<TOTAL-INTEREST-EXPENSE> 150
<NET-INCOME> 92
0
<EARNINGS-AVAILABLE-FOR-COMM> 92
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 0
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
