As filed with the Securities and Exchange Commission on October 16, 1995
File No. 70-8447
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM U-1 DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
____________________________________________
Cinergy Corp.
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 parent)
William L. Sheafer
Treasurer
Cinergy Corp.
139 East Fourth Street
Cincinnati, Ohio 45202
(Name and address of agent of service)
The Commission is requested to send copies of all notices, orders and
communications in connection with this Declaration to:
Cheryl M. Foley
Vice President, General Counsel
and Corporate Secretary
Cinergy Corp.
139 East Fourth Street
Cincinnati, Ohio 45202
<PAGE>
Item 1. Description of Proposed Transactions.
A. Background.
By order in this file dated November 18, 1994 (Rel. No. 35-26159) (the
"November 1994 Order"), Cinergy Corp., a registered holding company
("Cinergy"), was authorized to issue and sell up to eight million shares of
its common stock, $.01 par value per share (the ("Shares"), from time to
time through December 31, 1995. In the related Declaration as amended (the
"1994 U-1"), Cinergy proposed to sell the Shares (1) through the
solicitation of proposals from underwriters or dealers; (2) through
underwriters or dealers on a negotiated basis; (3) directly to a limited
number of purchasers or to a single purchaser; and/or (4) through agents.
In addition, Cinergy requested authority to contribute up to $160 million
of the net proceeds to the equity capital of its Indiana utility
subsidiary, PSI Energy, Inc. ("PSI"). Cinergy stated that PSI would use
the funds for general corporate purposes, including the repayment of
short-term indebtedness incurred for construction financing. Cinergy
further
proposed to use the balance of the net proceeds from the sale of the Shares
for general corporate purposes, provided that it would not acquire
interests in exempt wholesale generators ("EWGs") or foreign utility
companies ("FUCOs"), as defined in Sections 32 and 33 of the Act, without
separate authorization from the Commission.
As set forth in its certificate of notification filed with the Commission
on December 29, 1994 (the "Rule 24 Certificate"), pursuant to the November
1994 Order:
On December 19, 1994, pursuant to an effective shelf registration
statement for the sale of the Shares, Cinergy (a) publicly issued and
sold 7,089,000 of the Shares at a price of $23.25 per share (less
underwriting discounts and commissions of $0.68 per share) to the
underwriters named in the prospectus supplement filed as an exhibit to
the Rule 24 Certificate, and (b) pursuant to the terms of the
underwriting agreement filed therewith, received net proceeds of
$159,998,730, all of which Cinergy contributed to the equity capital
of PSI.
Effective December 14, 1994, Cinergy awarded five shares of its common
stock to each non-officer employee of Cinergy in recognition and
consideration of employee contributions to the successful formation of
Cinergy and the value added to Cinergy and its stock by employees'
efforts, and in furtherance of Cinergy senior management's belief that
it is important for every employee to have an ownership stake in
Cinergy. An aggregate of 43,605 of the Shares was so issued to
Cinergy's non-officer employees.
As noted above, Cinergy committed in the 1994 U-1 not to use any proceeds
from sales of the Shares to acquire interests in EWGs and FUCOs in the
absence of further express authorization from the Commission. Cinergy
received that authorization in the Commission's order dated September 21,
1995 in File No. 70-8589 (Rel. No. 35-26376) (the "EWG/FUCO Order"), which,
among other things, authorized Cinergy to apply proceeds from sales of the
Shares pursuant to the 1994 Order to acquire interests in EWGs and FUCOs up
to $115 million through May 31, 1998.
B. Requested Authorization.
As of October 1, 1995, an aggregate of 867,385 of the Shares remained
available for issuance under the terms of the November 1994 Order (the
"Remaining Shares").
Cinergy herein requests authorization to issue and/or sell the
Remaining Shares from time to time through December 31, 1997. Sales of
Remaining Shares would be accomplished by any of the means detailed in the
1994 U-1, specifically: (1) through the solicitation of proposals from
underwriters or dealers; (2) through underwriters or dealers on a
negotiated basis; (3) directly to a limited number of purchasers or to a
single purchaser; and/or (4) through agents. Cinergy will apply the net
proceeds from sales of the Remaining Shares to general corporate purposes,
including repayment of short-term indebtedness, investments in
subsidiaries, and acquisitions of interests in EWGs and FUCOs pursuant to
the EWG/FUCO Order.
In addition, Cinergy may determine to issue (but not sell) some or all
of the Remaining Shares, on one or more occasions through December 31,
1997, to Cinergy system employees, in recognition and consideration of
employees' contributions to Cinergy's business success, in award
transactions similar to that reported in the Rule 24 Certificate (except
that eligible system employees for these purposes may not be limited to
non-officer employees).
C. Statement Pursuant to Rule 53.
Under Rule 53, in determining whether to approve the issue and sale of
a security by a registered holding company for purposes of financing the
acquisition of an EWG, or the guarantee of a security of an EWG by a
registered holding company, the Commission shall not make a finding that
such security is not reasonably adapted to the earning power of such
company or to the security structure of such company or companies in the
same holding company system, or that the circumstances are such as to
constitute the making of such guarantee an improper risk for such company,
if the conditions set forth in Rule 53(a), (b) and (c) are satisfied. As
set forth below, all applicable conditions of Rule 53(a) are and, upon
consummation of the proposed transactions, will be satisfied, and none of
the conditions specified 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.
Three Cinergy companies are EWGs or FUCOs: PSI Argentina, Inc. ("PSI
Argentina")and Costanera Power Corporation ("Costanera")are EWGs, and PSI
Energy Argentina, Inc. ("Energy Argentina") is a FUCO. For further
information with respect to such entities, reference is made to the
EWG/FUCO Order and the Application-Declaration as amended in File No.
70-8589.
Rule 53(a)(1): The average of Cinergy's consolidated retained
earnings for the four consecutive quarters ended June 30, 1995 was $909
million, and Cinergy's aggregate investment in EWGs and FUCOs at June 30,
1995 was approximately $20 million, or approximately 2% of consolidated
retained earnings.
Rule 53(a)(2): Cinergy 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): Less than two percent of the total number of employees
of Cinergy's utility subsidiaries render services, at any one time, to
Costanera, PSI Argentina and Energy Argentina. Such services have been
rendered, in part, by employees of PSI in accordance with the Commission's
order in PSI Resources, Inc., et al., Rel. No. 35-25674, 52 SEC Docket
2533, 2534-35 (Nov. 13, 1992), and by employees of The Cincinnati Gas &
Electric Company in accordance with business practices established prior to
the Cinergy merger and the registration of Cinergy as a holding company
under the Act. Pursuant to the Commission's order issued October 21, 1994
in File No. 70-8427, Cinergy's service company subsidiary, Cinergy
Services, Inc., is authorized to provide administrative, management and
other support services to utility and nonutility associate companies,
including those that are EWGs or FUCOs.
Rule 53(a)(4): Cinergy is concurrently submitting a copy of this
Declaration, and will submit copies of any Rule 24 certificates 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 thereof is the
subject of any pending bankruptcy or similar proceeding.
Rule 53(b)(2): Average consolidated retained earnings for the four
quarters ended June 30, 1995 equaled $909 million, versus $979 million for
the four quarters ended June 30, 1994, a difference of approximately $70
million or 7%. Accordingly, the investment restriction set forth in this
provision of the Rule is inapplicable.
Rule 53(b)(3): For the twelve months ended June 30, 1995, Cinergy had
net income of approximately $910,000 attributable to its direct and
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 Rule 53(a) and (b), it is
inapplicable here.
Item 2. Fees, Commissions and Expenses.
The fees, commissions and expenses to be incurred, directly or
indirectly, by Cinergy or any associate company thereof in connection with
the transactions proposed in this post-effective amendment, exclusive of
underwriting discounts and commissions, are estimated as follows:
U-1 filing fee. . . . . . . . . . . 2,000
Fees of Cinergy Services, Inc. . . . . $20,000
TOTAL. . . . . . . . . . . . . . . . . $22,000
Item 3. Applicable Statutory Provisions.
Sections 6(a) and 7 and Rule 53 are applicable to the transactions
proposed in this post-effective amendment.
Item 4. Regulatory Approval.
No state or federal regulatory agency other than the Commission under
the Act has jurisdiction over the transactions proposed in this
post-effective amendment.
Item 5. Procedure.
Cinergy requests that the Commission issue and publish in the Federal
Register not later than November 15,1995 the requisite notice under Rule 23
with respect to the filing of this post-effective amendment and the
transactions proposed herein. Cinergy further requests that such notice
specify a date not later than December 11, 1995 as the date after which the
Commission may issue an order permitting this post-effective amendment to
become effective, and that the Commission issue such order on December 12,
1995 or as soon thereafter as practicable.
Cinergy waives a recommended decision by a hearing officer or other
responsible officer of the Commission; consents that the Staff of the
Division of Investment Management may assist in the preparation of the
Commission's order; and requests that there be no waiting period between
the issuance of the Commission's order and its effectiveness.
Item 6. Exhibits and Financial Statements.
(a) Exhibits:
A-1 Certificate of Incorporation of Cinergy (Exhibit to
Cinergy's 1993 Form 10-K filed August 18, 1994, in File No. 1-11377 and
hereby incorporated by reference).
A-2 By-laws of Cinergy as adopted October 24, 1994 Exhibit
to Cinergy's 1994 Form 10-K, filed March 29, 1995, in File No. 1-11377 and
hereby incorporated by reference).
B-1 Specimen certificate of Cinergy common stock
(previously filed as Exhibit 3 to 1994 U-1).
B-2 Form of underwriting agreement relating to the Shares
(Exhibit 1 to Amendment No. 1 to Cinergy's Registration Statement on
Form S-3 filed November 7, 1994 in File No. 33-55713 and hereby
incorporated by reference).
C-1 Form S-3 Registration Statement of Cinergy relating to
the Shares (filed September 30, 1994 in File No. 33-55713 and hereby
incorporated by reference).
C-2 Amendment No. 1 to Form S-3 Registration Statement of
Cinergy relating to the Shares (filed November 7, 1994 in File No. 33-55713
and hereby incorporated by reference).
D Not applicable.
E Not applicable.
F-1 Preliminary opinion of counsel relating to the
Remaining Shares (filed herewith).
G Suggested form of Federal Register public notice for
transactions proposed in this post-effective amendment (filed herewith).
(b) Financial Statements:
FS-1 Cinergy Consolidated Financial Statements, dated June
30, 1995 (filed herewith).
FS-2 Cinergy Financial Statements, dated June 30, 1995
(filed herewith).
FS-3 Financial Data Schedules (included herewith as part of
electronic submission only).
Item 7. Information as to Environmental Effects.
(a) The Commission's action in this matter will not constitute
major federal action significantly affecting the quality of the human
environment.
(b) No other federal agency has prepared or is preparing an
environmental impact statement with regard to the proposed transactions.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Act, the undersigned company has
duly caused this document to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: October 16, 1995
Cinergy Corp.
By: /s/ William L. Sheafer
Treasurer
<PAGE>
EXHIBIT F-1
October 16, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
I am Senior Counsel of Cinergy Services, Inc., the service company
subsidiary of Cinergy Corp. ("Cinergy"), and am furnishing this opinion as
an exhibit to Post-Effective Amendment No. 1 (the "Post-Effective
Amendment") to Cinergy's Form U-1 Declaration as amended in File No.
70-8477 (the Declaration as heretofore amended, the "1994 U-1").
By order dated November 18, 1994 in File No. 70-8477, Rel. No. 35-26159
(the "November 1994 Order"), the Commission authorized Cinergy, among
other things, to issue and sell up to eight million shares of its common
stock, $.01 par value per share (the "Shares"), from time to time through
December 31, 1995. As of October 1, 1995, pursuant to the November 1994
Order, Cinergy had issued 7,132,615 of the Shares, leaving a balance of
867,385 of the Shares remaining to be issued (the "Remaining Shares").
In the Post-Effective Amendment, Cinergy requests authorization to
issue and sell the Remaining Shares from time to time through December 31,
1997, and to apply the net proceeds to general corporate purposes,
including acquisitions of interests in EWGs and FUCOs. Cinergy also
requests authority in the Post-Effective Amendment to award any or all of
the Remaining Shares, in one or more transactions through December 31,
1997, to Cinergy system employees in recognition of such employees'
contributions to Cinergy's business success.
In connection with this opinion, I have reviewed or caused to be
reviewed the Post-Effective Amendment, the Declaration and such other
documents and records as I deemed necessary or appropriate in order to give
this opinion. The transactions proposed in the Post-Effective Amendment
are subject to (1) receipt of an appropriate order or orders of the
Commission under the Public Utility Holding Company Act of 1935, and (2)
due issuance of the Remaining Shares and, as to those Remaining Shares to
be issued and sold, receipt of full payment therefor.
Subject to the foregoing, I am of the opinion that in the event the
proposed transactions are consummated in accordance with the Post-Effective
Amendment (including any further amendment to the 1994 U-1):
(a) All state laws applicable to the transactions proposed in the
Post-Effective Amendment will have been complied with.
(b) Cinergy is validly organized and duly existing under the laws of
the State of Delaware.
(c) The Remaining Shares will be validly issued, [fully paid] and
nonassessable, and the holders thereof will be entitled to the rights and
privileges appertaining thereto set forth in Cinergy's Certificate of
Incorporation.
(d) The consummation of the transactions proposed in the
Post-Effective Amendment will not violate the legal rights of the holders
of any
securities issued by Cinergy 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. As to matters involving the laws of the
State of Delaware, I have made or caused to be made a study of such laws to
the extent relevant to this opinion. This opinion does not address the
potential applicability to the proposed transactions of any state
securities or Blue Sky laws.
I hereby consent to the filing of this opinion as an exhibit to the
Post-Effective Amendment.
<PAGE>
Very truly yours,
/s/ Jerome A. Vennemann
Senior Counsel
<PAGE>
EXHIBIT G
PROPOSED FORM OF NOTICE
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35-________)
Filings Under the Public Utility Holding Company Act of 1935 ("Act")
November __, 1995
Notice is hereby given that the following filing(s) has/have been made with
the Commission pursuant to provisions of the Act and rules promulgated
thereunder. All interested persons are referred to the application(s)
and/or declaration(s) for complete statements of the proposed
transaction(s) summarized below. The application(s) and/or declaration(s)
and any amendment(s) thereto is/are available for public inspection through
the Commission's Office of Public Reference.
Interested persons wishing to comment or request a hearing on the
application(s) and/or declaration(s) should submit their views in writing
by December 11, 1995, to the Secretary, Securities and Exchange Commission,
Washington, D.C. 20549, and serve a copy on the relevant applicant and/or
declarant at the address specified below. Proof of service (by affidavit
or, in case of an attorney at law, by certificate) should be filed with the
request. Any request for hearing shall identify specifically the issues of
fact or law that are disputed. A person who so requests will be notified
of any hearing, if ordered, and will receive a copy of any notice or order
issued in the matter. After said date, the application(s) and/or
declaration(s), as filed or amended, may be granted and/or permitted to
become effective.
Cinergy Corp. 70-8477
Notice of Proposal to Extend Authorization and to Issue Additional Shares
of Common Stock
Pursuant to Sections 6(a) and 7 of the Act and Rule 53 thereunder,
Cinergy Corp., a registered holding company ("Cinergy"), has filed a
post-effective amendment to its Declaration as amended in File No. 70-8447.
By order dated November 18, 1994 (Rel. No. 35-26159) ("1994 Order"),
Cinergy was authorized to issue and sell up to eight million shares of its
common stock, $.01 par value per share (the "Shares"), from time to time
through December 31, 1995, and to contribute up to $160 million of the net
proceeds to the equity capital of its Indiana utility subsidiary, PSI
Energy, Inc., the balance of such proceeds to be used for Cinergy's general
corporate purposes, including investments in exempt wholesale generators
and foreign utility companies pursuant to separate Commission
authorization. As of October 1, 1995, Cinergy had issued 7,132,615 of the
Shares, leaving a total of 867,385 remaining to be issued pursuant to the
1994 Order ("Remaining Shares").
Cinergy now proposes to issue and/or sell the Remaining Shares from
time to time through December 31, 1997. Among other things, Cinergy
proposes to use the net proceeds from sales of the Remaining Shares to
finance acquisitions of interests in EWGs and FUCOs pursuant to the
Commission's September 21, 1995 order in File No. 70-8589 (Rel. No.
35-26376). Cinergy also proposes to issue (but not sell) some or all of
the
Remaining Shares, from time to time through December 31, 1997, to Cinergy
system employees in recognition and consideration of such employees'
contributions to Cinergy's business success.
For the Commission, by the Division of Investment Management pursuant
to delegated authority.
FINANCIAL STATEMENTS
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-1
CINERGY CORP.
CONSOLIDATED
AS OF JUNE 30, 1995
(Unaudited)
Pages 1 through 6
<PAGE>
<TABLE>
<CAPTION>
CINERGY CORP.
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
TWELVE MONTHS ENDED JUNE 30, 1995
Pro Forma
Actual Adjustments Pro Forma
(in thousands, except per share amounts)
<S> <C> <C> <C>
OPERATING REVENUES
Electric $2,478,494 $2,478,494
Gas 383,868 383,868
2,862,362 - 2,862,362
OPERATING EXPENSES
Fuel used in electric production 723,749 723,749
Gas purchased 192,327 192,327
Purchased and exchanged power 31,155 31,155
Other operation 567,004 567,004
Maintenance 193,764 193,764
Depreciation 291,043 291,043
Amortization of phase-in deferrals 2,273 2,273
Post-in-service deferred operating
expenses -- net (5,090) (5,090)
Taxes
Federal and state income 158,951 158,951
State, local and other 247,216 247,216
2,402,392 - 2,402,392
OPERATING INCOME 459,970 - 459,970
OTHER INCOME AND EXPENSES - NET
Allowance for equity funds used during
construction 3,755 3,755
Post-in-service carrying costs 8,055 8,055
Phase-in deferred return 8,161 8,161
Income taxes 9,654 9,654
Other - net (21,609) (21,609)
8,016 - 8,016
INCOME BEFORE INTEREST AND OTHER CHARGES 467,986 - 467,986
INTEREST AND OTHER CHARGES
Interest on long-term debt 215,748 215,748
Other interest 23,639 23,639
Allowance for borrowed funds used
during construction (10,542) (10,542)
Preferred dividend requirements of
subsidiaries 34,630 34,630
263,475 - 263,475
NET INCOME $204,511 - $204,511
AVERAGE COMMON SHARES OUTSTANDING 152,331 867 153,198
EARNINGS PER COMMON SHARE $1.33 $1.33
DIVIDENDS DECLARED PER COMMON SHARE $1.60
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY CORP.
PRO FORMA CONSOLIDATED BALANCE SHEET
AT JUNE 30, 1995
ASSETS
Pro Forma
Actual Adjustments Pro Forma
(in thousands)
<S> <C> <C> <C>
UTILITY PLANT - ORIGINAL COST
In service
Electric $8,393,518 $8,393,518
Gas 664,536 664,536
Common 184,750 184,750
9,242,804 - 9,242,804
Accumulated depreciation 3,262,715 3,262,715
5,980,089 - 5,980,089
Construction work in progress 241,987 241,987
Total utility plant 6,222,076 - 6,222,076
CURRENT ASSETS
Cash and temporary cash investments 25,206 22,769 47,975
Restricted deposits 4,646 4,646
Accounts receivable less accumulated
provision of $10,212,000 251,888 251,888
Materials, supplies and fuel
- at average cost
Fuel for use in electric production 160,363 160,363
Gas stored for current use 21,187 21,187
Other materials and supplies 93,722 93,722
Property taxes applicable to subsequent year 134,729 134,729
Prepayments and other 46,947 46,947
738,688 22,769 761,457
OTHER ASSETS
Regulatory Assets
Post-in-service carrying costs and
deferred operating expenses 188,061 188,061
Phase-in deferred return and depreciation 105,211 105,211
Deferred demand-side management costs 114,768 114,768
Amounts due from customers - income taxes 393,859 393,859
Deferred merger costs 50,067 50,067
Unamortized costs of reacquiring debt 71,778 71,778
Other 81,665 81,665
Other 141,581 141,581
1,146,990 - 1,146,990
$8,107,754 $22,769 $8,130,523
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY CORP.
PRO FORMA CONSOLIDATED BALANCE SHEET
AT JUNE 30, 1995
CAPITALIZATION AND LIABILITIES
Pro Forma
Actual Adjustments Pro Forma
(dollars in thousands)
<S> <C> <C> <C>
COMMON STOCK EQUITY
Common stock - $.01 par value;
Authorized shares - 600,000,000
Outstanding shares - 156,567,331 Actual
and 179,441,740 Pro Forma $1,566 $9 $1,575
Paid-in capital 1,570,873 22,760 1,593,633
Retained earnings 900,094 900,094
Total common stock equity 2,472,533 22,769 2,495,302
CUMULATIVE PREFERRED STOCK OF SUBSIDIARIES
Not subject to mandatory redemption 227,915 227,915
Subject to mandatory redemption 160,000 160,000
LONG-TERM DEBT 2,652,382 2,652,382
Total capitalization 5,512,830 22,769 5,535,599
CURRENT LIABILITIES
Long-term debt and preferred stock
of subsidiaries due within one year 150,400 150,400
Notes payable 244,000 244,000
Accounts payable 184,400 184,400
Refund due to customers 15,796 15,796
Litigation settlement 80,000 80,000
Accrued taxes 261,787 261,787
Accrued interest 56,740 56,740
Other 39,544 39,544
1,032,667 - 1,032,667
OTHER LIABILITIES
Deferred income taxes 1,074,724 1,074,724
Unamortized investment tax credits 190,804 190,804
Accrued pension and other postretirement
benefit costs 153,753 153,753
Other 142,976 142,976
1,562,257 - 1,562,257
$8,107,754 $22,769 $8,130,523
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY CORP.
PRO FORMA CONSOLIDATED STATEMENT OF CHANGES IN RETAINED EARNINGS
TWELVE MONTHS ENDED JUNE 30, 1995
Pro Forma
Actual Adjustments Pro Forma
(in thousands)
<S> <C> <C> <C>
BALANCE JULY 31, 1994 $943,659 $943,659
Net income 204,511 204,511
Dividends on common stock (243,797) (243,797)
Other (4,279) (4,279)
BALANCE JUNE 30, 1995 $900,094 - $900,094
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY CORP.
Pro Forma Consolidated Journal Entries to Give Effect to the
Issuance of 867,385 Shares of Common Stock, $.01 par value per share
<S> <C> <C>
Entry No. 1
Cash and temporary cash investments $22,768,856
Common stock $8,674
Paid-in capital 22,760,182
<FN>
To record the issuance of 867,385 shares of common stock at the June 30, 1995, close
price of $26-1/4 per share.
</TABLE>
FINANCIAL STATEMENTS
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-1
CINERGY CORP.
AS OF JUNE 30, 1995
(Unaudited)
Pages 1 through 5
<PAGE>
<TABLE>
<CAPTION>
CINERGY CORP.
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED JUNE 30, 1995
Pro Forma
Actual Adjustments Pro Forma
(in thousands, except per share amounts)
<S> <C> <C> <C>
OPERATING EXPENSES
Other operation $921 $921
Taxes
Federal and state income (145) (145)
State, local and other 42 42
818 - 818
OPERATING INCOME (818) - (818)
OTHER INCOME AND EXPENSES - NET
Equity in earnings of subsidiaries 207,951 207,951
Income taxes 1,914 1,914
Other - net (1,789) (1,789)
208,076 - 208,076
INCOME BEFORE INTEREST AND OTHER CHARGES 207,258 - 207,258
INTEREST 2,747 2,747
NET INCOME $204,511 - $204,511
AVERAGE COMMON SHARES OUTSTANDING 152,331 867 153,198
EARNINGS PER COMMON SHARE $1.33 $1.33
DIVIDENDS DECLARED PER COMMON SHARE $1.60
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY CORP.
PRO FORMA BALANCE SHEET
AT JUNE 30, 1995
ASSETS
Pro Forma
Actual Adjustments Pro Forma
(dollars in thousands)
<S> <C> <C> <C>
CURRENT ASSETS
Cash and temporary cash investments $10,834 $22,769 $33,603
Accounts receivable 9,926 9,926
20,760 22,769 43,529
OTHER ASSETS
Investment in subsidiaries 2,475,328 2,475,328
Other 146 146
2,475,474 - 2,475,474
$2,496,234 $22,769 $2,519,003
CAPITALIZATION AND LIABILITIES
COMMON STOCK EQUITY
Common stock - $.01 par value;
Authorized shares - 600,000,000
Outstanding shares - 156,567,331 Actual
and 179,441,740 Pro Forma $1,566 $9 $1,575
Paid-in capital 1,570,873 22,760 1,593,633
Retained earnings 900,094 900,094
Total common stock equity 2,472,533 22,769 2,495,302
Total capitalization 2,472,533 22,769 2,495,302
CURRENT LIABILITIES
Notes payable 21,000 21,000
Accounts payable 3,070 3,070
Accrued taxes (268) (268)
Accrued interest 156 156
23,958 - 23,958
OTHER LIABILITIES
Deferred income taxes (258) (258)
Other 1 1
(257) - (257)
$2,496,234 $22,769 $2,519,003
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY CORP.
PRO FORMA STATEMENT OF CHANGES IN RETAINED EARNINGS
TWELVE MONTHS ENDED JUNE 30, 1995
Pro Forma
Actual Adjustments Pro Forma
(in thousands)
<S> <C> <C> <C>
BALANCE JULY 31, 1994 $943,659 $943,659
Net income 204,511 204,511
Dividends on common stock (243,797) (243,797)
Other (4,279) (4,279)
BALANCE JUNE 30, 1995 $900,094 - $900,094
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY CORP.
Pro Forma Journal Entries to Give Effect to the
Issuance of 867,385 Shares of Common Stock, $.01 par value per share
<S> <C> <C>
Entry No. 1
Cash and temporary cash investments $22,768,856
Common stock $8,674
Paid-in capital 22,760,182
<FN>
To record the issuance of 867,385 shares of common stock at the June 30, 1995, close
price of $26-1/4 per share.
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<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> 0
<NAME> CINERGY CORP. (CONSOLIDATED)
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-START> JUN-30-1994 JUN-30-1994
<PERIOD-END> JUN-30-1995 JUN-30-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 6,222,076 6,222,076
<OTHER-PROPERTY-AND-INVEST> 0 0
<TOTAL-CURRENT-ASSETS> 738,688 761,457
<TOTAL-DEFERRED-CHARGES> 1,005,409 1,005,409
<OTHER-ASSETS> 141,581 141,581
<TOTAL-ASSETS> 8,107,754 8,130,523
<COMMON> 1,566 1,575
<CAPITAL-SURPLUS-PAID-IN> 1,570,873 1,593,633
<RETAINED-EARNINGS> 900,094 900,094
<TOTAL-COMMON-STOCKHOLDERS-EQ> 2,472,533 2,495,302
160,000 160,000
227,915 227,915
<LONG-TERM-DEBT-NET> 2,652,382 2,652,382
<SHORT-TERM-NOTES> 244,000 244,000
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 60,400 60,400
90,000 90,000
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,200,524 2,200,524
<TOT-CAPITALIZATION-AND-LIAB> 8,107,754 8,130,523
<GROSS-OPERATING-REVENUE> 2,862,362 2,862,362
<INCOME-TAX-EXPENSE> 158,951 158,951
<OTHER-OPERATING-EXPENSES> 2,243,441 2,243,441
<TOTAL-OPERATING-EXPENSES> 2,402,392 2,402,392
<OPERATING-INCOME-LOSS> 459,970 459,970
<OTHER-INCOME-NET> 8,016 8,016
<INCOME-BEFORE-INTEREST-EXPEN> 467,986 467,986
<TOTAL-INTEREST-EXPENSE> 228,845 228,845
<NET-INCOME> 239,141 239,141
34,630 34,630
<EARNINGS-AVAILABLE-FOR-COMM> 204,511 204,511
<COMMON-STOCK-DIVIDENDS> 243,797 243,797
<TOTAL-INTEREST-ON-BONDS> 215,748 215,748
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 1.33 1.33
<EPS-DILUTED> 1.33 1.33
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<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> 1
<NAME> CINERGY CORP.
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-START> JUN-30-1994 JUN-30-1994
<PERIOD-END> JUN-30-1995 JUN-30-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 2,475,328 2,475,328
<TOTAL-CURRENT-ASSETS> 20,760 43,529
<TOTAL-DEFERRED-CHARGES> 0 0
<OTHER-ASSETS> 146 146
<TOTAL-ASSETS> 2,496,234 2,519,003
<COMMON> 1,566 1,575
<CAPITAL-SURPLUS-PAID-IN> 1,570,873 1,593,633
<RETAINED-EARNINGS> 900,094 900,094
<TOTAL-COMMON-STOCKHOLDERS-EQ> 2,472,533 2,495,302
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 21,000 21,000
<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> 2,701 2,701
<TOT-CAPITALIZATION-AND-LIAB> 2,496,234 2,519,003
<GROSS-OPERATING-REVENUE> 0 0
<INCOME-TAX-EXPENSE> (145) (145)
<OTHER-OPERATING-EXPENSES> 963 963
<TOTAL-OPERATING-EXPENSES> 818 818
<OPERATING-INCOME-LOSS> (818) (818)
<OTHER-INCOME-NET> 208,076 208,076
<INCOME-BEFORE-INTEREST-EXPEN> 207,258 207,258
<TOTAL-INTEREST-EXPENSE> 2,747 2,747
<NET-INCOME> 204,511 204,511
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 204,511 204,511
<COMMON-STOCK-DIVIDENDS> 243,797 243,797
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 1.33 1.33
<EPS-DILUTED> 1.33 1.33
