File No. 70-8607
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
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 2. Fees.
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Estimated expenses of Union Light in connection with the proposed
issuance of the Securities total $220,000 and are set forth under the
appropriate item of Union Light's Registration Statement under the
Securities Act of 1933 (Registration Statement No. 33-58965) (filed as
Exhibit C-2 with Amendment No. 1 to this Declaration).
Item 5. Procedure.
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The Declarants, having completed the record with respect to Union
Light, hereby respectfully request that the Commission enter as soon as
possible an appropriate order permitting this Declaration to become
effective with respect to Union Light.
Item 6. Exhibits and Financial Statements.
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(a) Exhibits:
D-4 Copy of Order of the Kentucky Public Service
Commission (Case No. 95-091).
F-2 Preliminary Opinion of counsel for Union Light.
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: June 9, 1995
EXHIBIT D-4
COMMONWEALTH OF KENTUCKY
BEFORE THE PUBLIC SERVICE COMMISSION
In the Matter of:
APPLICATION OF THE UNION LIGHT, HEAT )
AND POWER COMPANY FOR ORDER AUTHORIZING)
ISSUE AND SALE OF UP TO $55,000,000 ) CASE NO. 95-091
PRINCIPAL AMOUNT OF FIRST MORTGAGE )
BONDS OR UNSECURED DEBT
O R D E R
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On March 10, 1995, The Union bight, Heat and Power Company
("ULH&P") filed its application for authority to issue and sell
long-term debt in the form of First Mortgage Bonds ("New Bonds") or
unsecured notes in one or more transactions from time to time
through March 31, 1997, the aggregate principal amount of which
together shall not exceed $55,000,000. The interest rate
applicable to securities issued with a maturity of 10 years or less
would not exceed by more than 150 basis points the yield to
maturity on United States Treasury Notes of comparable maturity at
the time of pricing. The interest rate applicable to securities
issued with a maturity of more than 10 years would not exceed by
more than 200 basis points the yield to maturity on United States
Treasury Bonds of comparable maturity at the time of pricing.
The proceeds from the sale of the securities would be used to
redeem ULH&P's $15,000,000 First Mortgage Bonds 10-1/4 percent
series due June 1, 2020, to redeem ULH&P's $15,000,000 First
Mortgage Bonds 10-1/4 percent series due November 15, 2020, to
redeem ULH&P's $20,000,000 First Mortgage Bonds 9.7 percent series
due July 1, 2019, and for other general corporate purposes.
The Commission, having considered the evidence of record and
being otherwise sufficiently advised, finds that the issuance and
sale by ULH&P of up to $55,000,000 in First Mortgage Bonds and
unsecured notes are for lawful objects within its corporate
purposes, are necessary and appropriate for and consistent with the
proper performance of its service to the public, and are reasonably
necessary and appropriate for such purposes, and should, therefore,
be approved.
IT IS THEREFORE ORDERED that:
1. ULH&P be and it hereby is authorized to issue and sell up
to $55,000,000 of its First Mortgage Bonds or unsecured notes in
one or more transactions through March 31, 1997. The securities
will be sold on a negotiated basis with one or more underwriters or
agents or through a competitive bidding process.
2. ULH&P shall agree only to such terms and prices that are
consistent with said parameters as set out in its application.
3. ULH&P shall, within 30 days after the issuance of the
securities referred to herein, file with the Commission a statement
setting forth the date or dates of issuance of the securities
authorized herein, the price paid, the interest rate, the
purchasers, and all fees and expenses, including underwriting
discounts or commission or other compensation, involved in the
issuance and distribution and the use of the proceeds.
4. The proceeds from the transactions authorized herein
shall be used only for the lawful purposes set out in the
application.
Nothing contained herein shall be construed as a finding of
value for any purpose or as a warranty on the part of the
Commonwealth of Kentucky or any agency thereof as to the securities
authorized herein.
Done at Frankfort, Kentucky, this 2nd day of June, 1995.
By the Commission
ATTEST:
/s/ Don Mills
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Executive Director
EXHIBIT F-2
Taft, Stettinius & Hollister
1800 Star Bank Center
425 Walnut Street
Cincinnati, Ohio 45202-3957
June 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 and junior unsecured indebtedness. 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 ( Union Debentures ). We have acted as counsel to Union
Light in connection with the transactions contemplated in the Declaration
and are of the opinion that:
(1) Union Light is a corporation duly organized and validly
existing under the laws of the Commonwealth of Kentucky.
(2) In the event that the proposed transactions shall have been
duly authorized by all necessary corporate action on the part of Union
Light 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 Union Light in the proposed
transactions is concerned, all laws of the Commonwealth of Kentucky
applicable thereto will have been complied with;
(b) the Union Debentures will be valid and binding obligations of
Union Light in accordance with the terms thereof; and
(c) the consummation by Union Light 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 Union Light
or any associate company thereof.
Our consent is hereby given to the filing of this opinion as an
exhibit to the Declaration.
Very truly yours,
TAFT, STETTINIUS & HOLLISTER
/s/ Taft, Stettinius & Hollister
