As filed with the Securities and Exchange Commission on April 18, 1995
File No. 70-8589
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________________
AMENDMENT NO. 1 TO
FORM U-1 APPLICATION-DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
____________________________________________
CINergy Corp.,
CINergy Investments, Inc.,
and
CINergy Services, Inc.
139 East Fourth Street
Cincinnati, Ohio 45202
(Name of company filing this statement
and address of principal executive offices)
CINergy Corp.
(Name of top registered holding company)
William L. Sheafer
Treasurer
CINergy Corp.
139 East Fourth Street
Cincinnati, Ohio 45202
(Names and addresses of agents 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
1 Chase Manhattan Plaza 40 West 57th Street
New York, New York 10005 New York, New York 10019
<PAGE>
The Application-Declaration in this file is hereby amended as follows:
1. Item 1, "Description of Proposed Transaction", is hereby amended in
the following respects:
a. The first paragraph of Item 1 is deleted and the following
inserted in lieu thereof:
"CINergy Corp. ("CINergy"), a registered holding company under
the Public Utility Holding Company Act of 1935, as amended (the
"Act"), and CINergy Investments, Inc. ("CINergy Investments"), a
wholly-owned subsidiary of CINergy, hereby request approval and
authorization of the Securities and Exchange Commission (the
"Commission") (i) to acquire, directly or indirectly, in one or more
transactions, the securities of one or more companies (the "New
Special Purpose Subsidiaries") organized for the purpose of engaging,
directly or indirectly, and exclusively, in the business of acquiring,
owning and holding the securities of, and/or providing services to,
one or more "foreign utility companies" ("FUCOs") and/or "exempt
wholesale generators" ("EWGs"), as defined in Section 33(a) and 32(a)
of the Act, respectively; (ii) to make direct and indirect investments
in New Special Purpose Subsidiaries and additional direct and indirect
investments in certain existing subsidiary companies of CINergy (the
"Existing Special Purpose Subsidiaries")/1/ in an aggregate amount at
any one time outstanding not to exceed $115 million; and (iii) to
retain (and for the Commission to release jurisdiction over) certain
of the Existing Special Purpose Subsidiaries/2/ as to which the
Commission reserved jurisdiction in its October 21, 1994 Order in File
No. 70-8427 (the "October 21 Order")./3/ Authorization is also
requested: (iv) for the Special Purpose Subsidiaries to issue
securities to persons other than CINergy and CINergy Investments for
the purpose of financing investments by such Special Purpose
Subsidiaries in EWGs and FUCOs, including non-recourse debt securities
in an aggregate principal amount at any one time outstanding not to
exceed $300 million; (v) for the Special Purpose Subsidiaries to
provide services to their subsidiaries and to other Special Purpose
Subsidiaries and their subsidiaries; and (vi) to the extent not
previously authorized by the Commission, for CINergy Services, Inc.
("CINergy Services"), a Delaware corporation and a subsidiary service
company of CINergy, to provide services to the Special Purpose
Subsidiaries and their subsidiaries, all in accordance with the terms
and conditions set forth herein."
b. Section 4, captioned "External Financing By Special Purpose
Subsidiaries", is hereby amended by deleting the last sentence of the first
paragraph thereunder and substituting in lieu thereof the following:
"It is proposed that the aggregate principal amount of
non-recourse debt securities issued by the Special Purpose
Subsidiaries to persons other than CINergy or CINergy Investments will
not exceed $300 million at any one time outstanding. No more than
$200 million principal amount of such non-recourse debt securities at
any time outstanding may be denominated in currencies other than U.S.
dollars. In any case in which CINergy or CINergy Investments directly
or indirectly owns less than all of the equity interests of a Special
Purpose Subsidiary, only that portion of the non-recourse indebtedness
of such Special Purpose Subsidiary equal to CINergy's or CINergy
Investments' equity ownership percentage shall be included for
purposes of the foregoing limitations."
c. Section 6, captioned "Statement Pursuant to Rule 53", is hereby
amended by deleting the third sentence under the subcaption entitled "Rule
53(b)(2)" and inserting in lieu thereof the following:
"Based on the investment authority proposed herein, CINergy's
aggregate investment in EWGs and FUCOs ($115,000,000) will represent
less than 2% of CINergy's total capital invested in utility
operations."
2. The following new item is added to the Application-Declaration as amended:
"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>
SIGNATURE
Pursuant to the requirements of the Act, the undersigned companies have
duly caused this statement to be signed on their behalf by the undersigned
thereunto duly authorized.
Dated: April 18, 1995
CINergy Corp.
By /s/ William L. Sheafer
William L. Sheafer
Treasurer
CINergy Investments, Inc.
By /s/ William J. Grealis
William J. Grealis
President
CINergy Services, Inc.
By /s/ J. Wayne Leonard
J. Wayne Leonard
Group Vice President and
Chief Financial Officer
<PAGE>
ENDNOTES
/1/ Costanera Power Corp. ("Costanera"), PSI Argentina, Inc. ("PSI Argentina"),
PSI Energy Argentina, Inc. ("Energy Argentina"), E P EDEGEL, Inc.
("EDEGEL"), PSI T&D International, Inc. ("T&D"), PSI Yacyreta, Inc.
("Yacyreta"), CGE ECK, Inc. ("CGE ECK"), PSI Power Resource Development,
Inc. ("Power Development"), PSI Power Resource Operations, Inc. ("Power
Operations"), PSI International, Inc. ("PSI International"), and PSI
Sunnyside, Inc. ("Sunnyside"). The Existing Special Purpose Subsidiaries
and the New Special Purpose Subsidiaries are sometimes referred to
collectively as the "Special Purpose Subsidiaries".
/2/ Specifically, EDEGEL, T&D, Yacyreta, CGE ECK, Power Development, Power
Operations, PSI International and Sunnyside.
/3/ Two other Existing Special Purpose Subsidiaries -- Costanera and PSI
Argentina -- have been determined by the Federal Energy Regulatory
Commission ("FERC") to be EWGs. See Constanera Power Corporation, 61 FERC
Paragraph 61,335 (1992); PSI Argentina, Inc., 68 FERC Paragraph 61,286
(1994). Another existing Special Purpose Subsidiary -- Energy Argentina --
is a FUCO and has filed a Notification on Form U-57 with the Commission.
Accordingly, under Sections 32 and 33 of the Act, Costanera, PSI Argentina
and Energy Argentina are retainable without further action by the
Commission. In addition, all three companies -- Costanera, PSI Argentina,
and Energy Argentina -- have been exempted from the Act pursuant to Section
3(b) by orders of the Commission. PSI Resources, et al., Rel. No.
35-25570, 51 SEC Docket 1374 (July 2, 1992); PSI Resources, Inc., et al.,
Rel. No. 35-25674, 52 SEC Docket 2533 (Nov. 13, 1992).
