As filed with the Securities and Exchange Commission on
September 20, 1995
File No. 70-8589
UNITED STATES
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 Investments, Inc.
and
CINergy Services, Inc.
139 East Fourth Street
Cincinnati, Ohio 45202
(Name of companies filing this statement
and addresses 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
(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 LLP
One Chase Manhattan Plaza 40 West 57th Street
New York, New York 10005 New York, New York 10019
1. Item 1.A of the Application-Declaration, as
previously amended (as so amended, the "Application"), is hereby
amended and restated in its entirety as follows:
CINergy Corp. ("CINergy"), a registered holding company
under the Public Utility Holding Company Act of 1935 (the "Act"),
and CINergy Investments, Inc., a wholly-owned subsidiary of
CINergy ("CINergy Investments"), hereby request the Commission's
authorization (1) 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 Sections 33(a) and 32(a) of the Act, respectively;
and (2) to make nonexempt direct and indirect investments in New
Special Purpose Subsidiaries and additional nonexempt direct and
indirect investments in certain existing special purpose
subsidiaries of CINergy (the "Existing Special Purpose
Subsidiaries"),/1/ by means of equity and debt investments and
guarantees and other forms of credit support in respect of debt
securities of Special Purpose Subsidiaries, in an aggregate
amount at any one time outstanding not to exceed $115 million.
Authorization is also sought (3) for the Special Purpose
Subsidiaries to issue to nonassociates nonexempt equity
securities for the purpose of financing investments by such
Special Purpose Subsidiaries in EWGs and FUCOs; (4) for the
Special Purpose Subsidiaries to provide services to their
subsidiaries and to other Special Purpose Subsidiaries and their
subsidiaries; and (5) to the extent, if any, not previously
authorized by the Commission in its October 21, 1994 order in
File No. 70-8427, Rel. No. 35-26146 (the "Merger Order"), for
CINergy Services, Inc., CINergy's service company subsidiary
("CINergy Services"), to provide services to the Special Purpose
Subsidiaries and their subsidiaries. Finally, CINergy requests
authority to apply proceeds from securities issued or to be
issued by it pursuant to outstanding Commission orders in File
Nos. 70-8477 and 70-8521 for purposes of the proposed investments
described herein.
CINergy and CINergy Investments propose that the
authorizations requested in clauses (1), (2) and (3) above remain
effective until the earlier of May 31, 1998 or the effective date
of any rule(s) adopted by the Commission exempting any such
transactions from the approval requirements of the Act.
Applicants propose that no time limitation apply to the
authorizations requested in clauses (4) and (5).
2. The last sentence of the first paragraph of Item 1.C
of the Application is hereby amended and restated to read as
follows:
PSI Argentina, Costanera and EDEGEL have been
certified by the Federal Energy Regulatory Commission as EWGs/2/,
and Energy Argentina is a FUCO.
3. The second paragraph of Item 1.H is hereby
amended and restated to read in its entirety as follows:
To provide further operational flexibility, it is also
proposed that the Special Purpose Subsidiaries have authority to
provide their subsidiaries, and other Special Purpose
Subsidiaries and their subsidiaries, with all services necessary
or desirable for their operations, including, without limitation,
management, administrative, employment, tax, accounting,
engineering, consulting, utility performance, and electronic data
processing services, and software development and support
services in connection therewith. No Special Purpose Subsidiary
(including any subsidiary thereof) engaged in receiving any such
services will derive, directly or indirectly, any material part
of its income from sources within the United States; nor will any
such entity operate as a public utility company within the United
States. Accordingly, it is proposed that any such services
provided by the Special Purpose Subsidiaries and their
subsidiaries to each other be exempt from the at cost standards
of and rules promulgated under Section 13(b) of the Act pursuant
to Section 13(b)(1) and Rule 83(a).
4. The penultimate paragraph of Item 3 of the
Application is hereby amended and restated to read in its
entirety as follows:
The transactions proposed herein will be carried out
in accordance with the procedures specified in Rule 23. CINergy
proposes to comply with the procedures specified in Rule 24 by
filing a report with the Commission within 60 days after the end
of each calendar quarter. Each report will include: (1) a
balance sheet as of the end of the quarterly reporting period;
(2) an income statement for the quarterly reporting period; (3) a
breakdown of the amounts of Recourse Debt Securities issued to
third parties by Cinergy Investments or the Special Purpose
Subsidiaries for the quarterly reporting period; (4) a general
description of the activities of Cinergy Investments and the
Special Purpose Subsidiaries for the quarterly reporting period
and of the projects in which they or their subsidiary companies
have an ownership interest; and (5) information on intercompany
service transactions (including those provided at cost and at
market rates) involving affiliated companies for the quarterly
reporting period, including (a) the name of each associate
company providing services and the associate company recipient;
(b) a listing of services provided; and (c) the total dollar
amount of services provided, by associate company service
provider.
<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: September 18, 1995
CINERGY CORP.
By: /s/William L. Sheafer
Treasurer
CINERGY INVESTMENTS, INC.
By: /s/William L. Sheafer
Treasurer
CINERGY SERVICES, INC.
By: /s/William L. Sheafer
Treasurer
<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 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/ See Costanera Power Corporation, 61 FERC p61,335 (1992);
PSI Argentina, Inc., 68 FERC p61,286 (1994); E P EDEGEL, Inc., 68
FERC p61,265 (1994).
