File No. 70-8607
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM U-1 DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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The Cincinnati Gas & The Union Light, Heat
Electric Company and Power Company
139 East Fourth Street 139 East Fourth Street
Cincinnati, Ohio 45202 Cincinnati, Ohio 45202
(Name of company or companies filing this statement and
address of principal executive offices)
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CINergy Corp.
(Name of top registered holding company parent)
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William L. Sheafer
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 Declaration to:
Ms. Cheryl M. Foley James R. Lance
Vice President, General Counsel Manager - Corporate Finance
and Corporate Secretary CINergy Corp.
CINergy Corp. 139 East Fourth Street
139 East Fourth Street Cincinnati, Ohio 45202
Cincinnati, Ohio 45202
<PAGE>
Item 5. Procedure.
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The Declarants, having completed the record with respect to CG&E,
hereby respectfully request that the Commission enter as soon as
possible an appropriate order permitting this Declaration to become
effective with respect to CG&E, with the Commission reserving
jurisdiction over the proposed transactions by Union Light until the
record with respect to such Declarant is complete.
Item 6. Exhibits and Financial Statements.
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(a) Exhibits:
A-1-1 Form of Indenture for Unsecured Securities between
CG&E and The Fifth Third Bank (previously filed
with the Commission as Exhibit 4 to Registration
Statement of CG&E on Form S-3, Registration No. 33-
58967 (Exhibit C-1 hereto), filed by CG&E
electronically on May 1, 1995, and incorporated
herein by reference).
A-1-2 Form of Indenture for Unsecured Securities between
Union Light and The Fifth Third Bank (previously
filed with the Commission as Exhibit 4 to
Registration Statement of Union Light on Form S-3,
Registration No. 33-58965 (Exhibit C-2 hereto),
filed by Union Light electronically on May 1, 1995,
and incorporated herein by reference).
A-2 No longer applicable.
B-1 Form of Underwriting Agreement (previously filed
with the Commission as Exhibit 1 to Registration
Statement of CG&E on Form S-3, Registration No. 33-
58967 (Exhibit C-1 hereto), filed by CG&E
electronically on May 1, 1995, and incorporated
herein by reference).
B-2 Form of Underwriting Agreement (previously filed
with the Commission as Exhibit 1 to Registration
Statement of Union Light on Form S-3, Registration
No. 33-58965 (Exhibit C-2 hereto), filed by Union
Light electronically on May 1, 1995, and
incorporated herein by reference).
C-1 Registration Statement of CG&E on Form S-3 under
the Securities Act of 1933 relating to the Senior
Debentures and the Junior Securities which are the
subject hereof (Registration No. 33-58967)
(electronically filed with the Commission by CG&E
on May 1, 1995, and incorporated by reference).
C-2 Registration Statement of Union Light on Form S-3
under the Securities Act of 1933 relating to the
Union Debentures which are the subject hereof
(Registration No. 33-58965) (electronically filed
with the Commission by Union Light on May 1, 1995,
and incorporated by reference).
F-1 Preliminary Opinion of counsel for CG&E.
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 company has duly caused this
document to be signed on its behalf by the undersigned thereunto duly
authorized.
THE CINCINNATI GAS
& ELECTRIC COMPANY
By: /S/ William L. Sheafer
--------------------------
William L. Sheafer
Treasurer
THE UNION LIGHT, HEAT
AND POWER COMPANY
By: /S/ William L. Sheafer
--------------------------
William L. Sheafer
Treasurer
Dated: May 8, 1995
The Cincinnati Gas & Electric Company
Jerome A. Vennemann, Esq.
139 East Fourth Street
Cincinnati, OH 45202
EXHIBIT F-1
May 8, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Dear Sirs:
Reference is made to the Form U-1 Declaration, as amended (the
Declaration), of The Cincinnati Gas & Electric Company (CG&E) and The
Union Light, Heat and Power Company (Union Light) in File No. 70-8607,
originally filed with the Commission on March 31, 1995. In the
Declaration, CG&E requests authorization to issue and sell within
certain parameters, from time to time through March 31, 1996, an
aggregate principal amount not to exceed $500 million of a combination
of senior unsecured indebtedness (Senior Debentures) and junior
unsecured indebtedness (Junior Securities). In addition, Union Light
requests authorization in the Declaration to issue and sell within
certain parameters, from time to time through March 31, 1997, an
aggregate principal amount not to exceed $55 million of unsecured
indebtedness. I have acted as counsel to CG&E in connection with the
transactions contemplated in the Declaration and am of the opinion
that:
(1) CG&E is a corporation duly organized and validly existing
under the laws of the State of Ohio.
(2) In the event that the proposed transactions shall have been
duly authorized by all necessary corporate action on the part of CG&E
and are consummated in accordance with the Declaration and the order of
the Commission to be issued with respect thereto:
(a) insofar as the participation by CG&E in the proposed
transactions is concerned, all laws of the State of Ohio applicable
thereto will have been complied with;
(b) the Senior Debentures and the Junior Securities will be valid
and binding obligations of CG&E in accordance with the respective terms
thereof; and
(c) the consummation by CG&E of the transactions contemplated in
the Declaration to be consummated by it will not violate the legal
rights of the holders of any securities issued by CG&E or any associate
company thereof.
I am a member of the Ohio Bar and do not hold myself out as an
expert on the laws of any other state.
My consent is hereby given to the filing of this opinion as an
exhibit to the Declaration.
Very truly yours,
/s/ Jerome A. Vennemann
Jerome A. Vennemann
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