SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
In the Matter of CERTIFICATE
Cinergy Corp. et al. OF
File No. 70-8589 NOTIFICATION
(Public Utility Holding Company
Act of 1935)
With reference to the transactions (a) proposed in the
Application-Declaration on Form U-1, as amended, in the above
proceeding filed by Cinergy Corp., a registered holding company
("Cinergy"), Cinergy Investments, Inc., Cinergy's nonutility subholding
company ("Investments"), and Cinergy Services, Inc., Cinergy's service
company subsidiary ("Cinergy Services"; and together with Cinergy and
Investments, the "Applicants"), and (b) authorized by the Commission in
its September 21, 1995 order with respect thereto (Rel. No. 35-26376)
(the "Order"), Services hereby notifies the Commission, on behalf of
itself and the other Applicants, as follows:
1. For the period from the date of the Order through December 31,
1995 (the "Fourth Quarter"), none of the Special Purpose
Subsidiaries/1/ issued any Recourse Debt Securities./2/
2. General description of activities of Investments and Special
Purpose Subsidiaries during the Fourth Quarter and of projects in
which they have an ownership interest:
(a) Investments. Investments acts as a subholding company of
Cinergy with respect to the Cinergy system's nonutility
subsidiaries. In that capacity, Investments continued to act as a
pass-through financing vehicle (i.e., with funds from Cinergy) for its
direct and indirect subsidiaries.
(b) PSI Argentina, Inc. PSI Argentina ("PSIArg") completed three
transactions summarized below during or immediately preceding the
Fourth Quarter. The completion of these transactions had the
effect of selling substantially all of the assets of PSIArg and
Costanera (although these companies remain in existence).
(i) PSIArg, through its wholly-owned subsidiary, Costanera,
purchased 1,650,689 shares of Central Buenos Aires, S.A., an
EWG located in Buenos Aires, Argentina ("CBA"): 1,192,579
shares on August 22, 1995, and 458,110 shares on September
14, 1995. The CBA shares were purchased at $1.00 per share.
(ii) PSIArg sold its entire interest in CBA to Entergy Power
Holding I, Ltd. on October 23, 1995 for $1.17 per share.
(iii) PSIArg, through Costanera, sold its entire interest
(8,081,160 Class A shares) in Central Costanera S.A. to
various nonaffiliates on November 30, 1995. The shares were
sold as follows: 5,387,440 shares sold to Endesa Argentina
S.A.; 2,020,290 shares sold to Enersis International Ltd.;
and 673,430 shares sold to Chilectra International Ltd.
These shares were sold at $2.45 per share for a total of
$19,798,842.
(c) Costanera Power Corp. See above.
(d) PSI Energy Argentina, Inc. PSI Energy Argentina continued to
own an indirect interest in and to participate in the operation
of Edesur, S.A., an electric distribution system serving the
southern half of Buenos Aires, Argentina. PSI Energy Argentina
acquired its interest in Edesur in the privatization of electric
distribution assets in Argentina in 1992 and is an 8% shareholder
in Distrilec Inversora, S.A., which owns 51% of the stock of
Edesur. For further information respecting PSI Energy Argentina,
reference is made to the Application and to the Form U-57
Notification of FUCO Status filed by Cinergy in respect of PSI
Energy Argentina on February 21, 1995.
(e) PSI T&D International, Inc. This Special Purpose Subsidiary
owns all of the outstanding capital stock of PSI Yacyreta, Inc.
and otherwise was inactive during the Fourth Quarter.
(f) PSI Yacyreta, Inc. This Special Purpose Subsidiary remained
inactive during the Fourth Quarter.
(g) CGE ECK, Inc. This Special Purpose Subsidiary owns 3% of the
outstanding capital stock of Eck s.r.o. and otherwise was
inactive during the Fourth Quarter. Eck s.r.o. is a Czech
limited liability company that owns and operates a generating
facility in the Czech Republic.
(h) PSI Power Resource Development, Inc., PSI Power Operations,
Inc., PSI International, Inc. and PSI Sunnyside, Inc. All of
these Special Purpose Subsidiaries remained inactive during the Fourth
Quarter.
3. Information on intercompany service transactions involving the
Special Purpose Subsidiaries during the Fourth Quarter:
(a) name of each associate company providing services and
associate company recipient:
(i) Cinergy Services (service provider)/PSIArg (service
recipient)
(ii) PSI Energy, Inc. (service provider)/PSIArg (service
recipient)
(b) listing of services provided:
(i) Cinergy Services - accounting, legal
(ii) PSI Energy - facilities, office supplies and other overhead
charges
(c) total dollar amount of services provided per associate
company service provider:
(i) Cinergy Services - $68,000
(ii) PSI Energy - $16,000
4. The following financial statements are filed herewith:
(a) Special Purpose Subsidiaries Consolidating Financial
Statements, dated December 31, 1995
<PAGE>
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.
Date: February 15, 1996
CINERGY SERVICES, INC.
By:/s/William L. Sheafer
Treasurer
<PAGE>
E N D N O T E S
/1/ As used herein, "Special Purpose Subsidiaries" refers to the
following direct or indirect subsidiaries of Cinergy: Costanera
Power Corp. ("Costanera"), PSI Argentina, Inc., PSI Energy Argentina,
Inc., PSI T&D International, Inc., PSI Yacyreta, Inc., CGE ECK, Inc.,
PSI Power Resource Development, Inc., PSI Power Resource Operations, Inc.,
PSI International, Inc. and PSI Sunnyside, Inc. The foregoing
entities, together with E P EDEGEL, Inc. ("EDEGEL"), were referred to
in the Application as the "Existing Special Purpose Subsidiaries."
EDEGEL was sold to an associate company of Entergy Corporation on September
27, 1995.
"Special Purpose Subsidiaries" was further defined in the
Application to include "New Special Purpose Subsidiaries" -
that is, companies (in addition to the Existing Special Purpose
Subsidiaries) to be organized (directly or indirectly) by Cinergy
or Investments, from time to time following the issuance of the
Order (through May 31, 1998), for the purpose of engaging exclusively
(directly or indirectly) in the business of acquiring and holding
the securities of, and/or providing services to, exempt wholesale
generators ("EWGs") and foreign utility companies ("FUCOs").
/2/ Recourse Debt Securities has the meaning given to such term
in the Order - that is, any promissory note, bond or other
evidence of indebtedness issued by a Special Purpose Subsidiary to a
nonassociate company with respect to which Cinergy or Investments issues
a guarantee (including obtaining a letter of credit).
<TABLE>
<CAPTION>
CINERGY CORP.
SPECIAL PURPOSE SUBSIDIARIES
BALANCE SHEETS
AT DECEMBER 31, 1995
(000's)
PSI PSI ENERGY
ARGENTINA, INC. ARGENTINA, INC. CGE ECK, INC.
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and temporary cash investments $ - $ - $ -
Accounts receivable - net 17,227
Prepayments 179 - -
17,406 - -
OTHER ASSETS
Investment in subsidiaries
Property and investments - net 10,705
Other (39) - -
(39) 10,705 -
$17,367 $10,705 $ -
CAPITALIZATION AND LIABILITIES
COMMON STOCK EQUITY
Common stock $ - $ - $ -
Equity of subsidiaries
Paid-in capital 9,587 10,705
Retained earnings (deficit) 7,223 - (475)
Total common stock equity 16,810 10,705 (475)
CURRENT LIABILITIES
Accounts payable 190 684
Accrued taxes 57 (209)
Other - - -
247 - 475
OTHER LIABILITIES
Deferred income taxes 134
Other 176 - -
310 - -
$17,367 $10,705 $ -
<FN>
NOTE: The following companies are inactive and thus have no activity to report;
E P EDEGEL, INC.
PSI T&D INTERNATIONAL, INC.
PSI YACYRETA, INC.
PSI POWER RESOURCE DEVELOPMENT, INC.
PSI POWER RESOURCE OPERATIONS, INC.
PSI INTERNATIONAL, INC.
PSI SUNNYSIDE, INC.
NOTE: Constanera Power Corp was disposed in the 4th quarter.
</TABLE>
<TABLE>
<CAPTION>
CINERGY CORP.
SPECIAL PURPOSE SUBSIDIARIES
STATEMENTS OF INCOME
QUARTER ENDED DECEMBER 31, 1995
(000's)
PSI PSI ENERGY
ARGENTINA, INC. ARGENTINA, INC. CGE ECK, INC.
<S> <C> <C> <C>
OPERATING REVENUES $ 111 $- $ -
OPERATING EXPENSES
Other operation 163
Income taxes 77
Taxes other than income taxes 140 - -
380 - -
OPERATING INCOME (LOSS) (269) - -
OTHER INCOME AND EXPENSES - NET
Income taxes (3,797) 3
Equity in earnings of subsidiaries
Other - net 10,415 - (10)
6,618 - (7)
INCOME (LOSS) BEFORE INTEREST 6,349 - (7)
INTEREST 6 - -
NET INCOME (LOSS) $6,343 $- $ (7)
<FN>
NOTE: The following companies are inactive and thus have no activity to report;
E P EDEGEL, INC.
PSI T&D INTERNATIONAL, INC.
PSI YACYRETA, INC.
PSI POWER RESOURCE DEVELOPMENT, INC.
PSI POWER RESOURCE OPERATIONS, INC.
PSI INTERNATIONAL, INC.
PSI SUNNYSIDE, INC.
NOTE: Constanera Power Corp was disposed in the 4th quarter.
</TABLE>
