File No. 70-8521
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________________
POST-EFFECTIVE AMENDMENT NO. 3
(AMENDMENT NO. 4)
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 office)
Cinergy Corp.
(Name of top registered holding company)
William L. Sheafer
Treasurer
Cinergy Corp.
(address above)
(Name and address of agent for service)
The Commission is requested to send copies of all notices, orders and
communications in connection with this Post-Effective Amendment to:
Cheryl M. Foley
Vice President, General Counsel and Corporate Secretary
Cinergy Corp.
(address above)
The amended Form U-1 Declaration in this proceeding, with respect to
which the Commission issued the January 1995 Order (see Rel. No. 35-26215,
January 11, 1995) (such amended Declaration, the "1995 U-1"), as further
amended in 1996 by Post-Effective Amendments Nos. 1 and 2, is hereby
further amended as set forth below.
Item 1. Description of Proposed Transactions
Section B ("Proposed Modifications to January 1995 Order") is hereby
amended by restating the first paragraph in subsection 3 thereof
("Application of Proceeds to Investments in EWGs, FUCOs and Special Purpose
Subsidiaries") to read in its entirety as follows:
Without limiting its flexibility to use proceeds of Short-Term
Financing Transactions for other general corporate purposes
as contemplated in the January 1995 Order or otherwise,/1/
Cinergy requests Commission authorization to use proceeds of
Short-Term Financing Transactions, up to the full amount of the
increased Aggregate Debt Limitation proposed herein, to make
direct or indirect investments in Special Purpose Subsidiaries
(subject to the limitations and restrictions prescribed in the
September 1995 Order as it may be supplemented by the further
Commission order to be issued pursuant to the January 16th Post-
Effective Amendment) and in EWGs and FUCOs, provided that the sum
of (x) any proceeds of Short-Term Financing Transactions invested
in Special Purpose Subsidiaries, EWGs and FUCOs as authorized
herein, and (y) any proceeds of sales of shares of Cinergy common
stock invested in such entities pursuant to the Commission's
orders in File No. 70-8477 and the September 1995 Order do not,
when added to Cinergy's "aggregate investment" in EWGs, FUCOs and
Special Purpose Subsidiaries, exceed, at any point in time, 50%
of Cinergy's "consolidated retained earnings," in each case as
determined pursuant to Rule 53(a).
Item 2. Fees, Commissions and Expenses
Item 2, as set forth in Post-Effective Amendment No. 1, is hereby
restated in its entirety to read as follows:
The fees, commissions and expenses to be incurred, directly or
indirectly, by Cinergy or any associate company thereof in connection with
the proposed transactions are expected to consist of (a) the Commission
filing fee under the Act ($2,000); (b) fees and expenses of Cinergy
Services, charged at cost (estimated not to exceed $15,000); and (c) in all
other cases, fees and expenses not inconsistent with the terms and
conditions of the 1995 Order nor in excess of the applicable parameters set
forth in the 1995 U-1.
Item 6. Exhibits and Financial Statements
(a) Exhibits (filed herewith)
H Cinergy Cash Flow Projections
<PAGE>
SIGNATURE
Pursuant to the requirements of the Act, the undersigned company
has duly caused this statement to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: March 11, 1996
CINERGY CORP.
By: /s/ William L. Sheafer
Treasurer
<PAGE>
ENDNOTES
/1/ In this regard, Cinergy contemplates that primary uses of the proceeds
of Short-Term Financing Transactions, in addition to investments in Special
Purpose Subsidiaries, EWGs and FUCOs, would include investments in (1)
certain existing domestic nonutility subsidiaries, (2) a recently
established district cooling subsidiary and a to-be-established district
heating subsidiary (see Rel. No. 35-26474, February 20, 1996), (3) one or
more "exempt telecommunications companies" to be established pursuant to
the Telecommunications Act of 1996, and (4) one or more energy-related or
gas-related companies to be established pursuant to proposed Rule 58 (see
Rel. No. 35-26313, June 20, 1995). In addition, another use of the funds
would involve short-term loans by Cinergy through the Cinergy system money
pool (see Rel. No. 35-26362, August 25, 1995). See Exhibit H.
<PAGE>
EXHIBIT H
SEC File. No. 70-8521
Cinergy Corp.
Projected Cash Flows
($ in Millions)
1996 1997 1998 1999
Cash Flow From Operating Activities 53 121 130 133
Less Interest (1)(2) (23) (65) (65) (57)
Net Cash Flow From Operating Activities 30 56 65 76
Cash Flow From Investing Activities (3)
Money Pool (25) (25) (25) (25)
Existing Non-Utility Subsidiaries
Cinergy Technology (20) (40) - -
Wholesale Power Services - - - -
Cinergy Resources - - - -
New Non-Utility Subsidiaries
EWGs/FUCOs (450) - - -
Cinergy Cooling/Heating Companies (175) (225) - -
Net Cash Flow From Investing Activities (710) (290) (25) (25)
Cash Flow From Financing Activities
Issuances
Common Stock - - - -
Debt 710 290 25 25
Preferred Stock - - - -
Redemptions/Retirements - (4)
Common Stock - - - -
Debt - (5) - - (146) (76)
Preferred Stock - - - -
Dividends
Common Stock - - - -
Preferred Stock - - - -
Net Cash Flow From Financing Activities 710 290 (121) (51)
Net Increase (Decrease) in Cash 30 56 (81) -
Cash at End of Period 30 86 5 5
Outstanding Debt at End of Year 710 1,000 879 828
(1) Cash flows are from Cinergy non-utility operations. Thus, dividends
from utility companies excluded.
(2) An interest rate of 6.5% per annum is assumed.
(3) All 1996 investments are assumed to be made July 1, 1996.
Investments in subsequent years are assumed to be made at the beginning of
the year.
(4) All retirement/redemptions are assumed to be made at the end of year.
(5) Source of funds: In 1998, $65 million from non-utility operations
and $81 million from cash outstanding from the prior year. 1999 source is
non-utility operations.
NOTE: These projections are good faith estimates, but not forecasts.
Accordingly, there can be no assurance that these projections will in fact
prove accurate.
