As filed with the Securities and Exchange Commission on January 16, 1996
File No. 70-8589
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________________
POST-EFFECTIVE AMENDMENT NO. 1
(AMENDMENT NO. 4)
TO
FORM U-1 APPLICATION-DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
____________________________________________
Cinergy Corp.
Cinergy Services, Inc.
139 East Fourth Street
Cincinnati, Ohio 45202
Cinergy Investments, Inc.
251 North Illinois Street, Suite 1410
Indianapolis, Indiana 46204
(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.
(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)
Item 1. Description of Proposed Transactions
A. Background
By order dated September 21, 1995 (Rel. No. 35-26376) (the 1995
Order"), the Commission, among other things, authorized Cinergy Corp., a
registered holding company under the Public Utility Holding Company Act of
1935 (the "Act"), and Cinergy's wholly-owned nonutility holding company
subsidiary, Cinergy Investments, Inc. ("Investments"), from time to time
through May 31, 1998, (1) to acquire the securities of one or more
companies ("Special Purpose Subsidiaries") formed to engage exclusively in
the business of acquiring and holding (directly or indirectly) the
securities of, and/or providing services to, exempt wholesale generators
("EWGs") and foreign utility companies ("FUCOs") as defined in the Act, and
(2) to make direct and indirect investments in Special Purpose Subsidiaries
(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 time outstanding not to exceed
$115 million (the "Investment Limitation"), provided, however, that any
direct or indirect investment by Cinergy in any Special Purpose Subsidiary
would be made only if, on a pro forma basis, Cinergy's "aggregate
investment" in all EWGs, FUCOs and Special Purpose Subsidiaries would not
exceed 50% of Cinergy's "Consolidated retained earnings," in each case as
determined pursuant to Rule 53(a).
B. Proposed Modifications to 1995 Order
Applicants now request a supplemental order of the Commission
modifying the 1995 Order solely in the following two respects: (1) to
extend the authorization period and (2) to increase the Investment
Limitation.
Authorization Period: Applicants propose that the authorization
period be extended to the earlier of (x) December 31, 1999, and (y) the
effective date of any rule of general applicability adopted by the
Commission that would exempt the proposed transactions from the applicable
provisions of the Act.
Investment Limitation: Cinergy requests authority to make direct or
indirect investments in Special Purpose Subsidiaries in an aggregate amount
which, when added to Cinergy's aggregate investment in all EWGs, FUCOs
and Special Purpose Subsidiaries, does not exceed, at any point in time,
50% of Cinergy's consolidated retained earnings (the Rule 53 Investment
Limitation ). Cinergy's aggregate investment and retained earnings
shall be determined in accordance with Rule 53(a). As set forth in more
detail below (see Item 1.C), the current Rule 53 Investment Limitation,
which is based on Cinergy's consolidated retained earnings and aggregate
investment in EWGs, FUCOs and Special Purpose Subsidiaries at September 30,
1995, is approximately $434 million.
In any case in which an investment by Cinergy or Cinergy Investments
in a Special Purpose Subsidiary takes the form of a guarantee by either
such company of a security of a Special Purpose Subsidiary that is
denominated in a currency other than U.S. dollars, the amount of such
guarantee, for purposes of determining Cinergy's aggregate investment,
would be determined by converting the stated or face amount of the
underlying security into U.S. dollars at currency exchange rates in effect
at the time such guarantee is issued.
C. Rule 53 Statement
Under Rule 53, in determining whether to approve the issue or 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 certain adverse
findings under Sections 7 and 12 if the conditions specified in paragraphs
(a)(1) through (a)(4) of the Rule are met, provided that none of the
conditions specified in paragraphs (b)(1) through (b)(3) thereof exists.
After giving effect to the modifications to the 1995 Order proposed
herein, all of the conditions set forth in Rule 53(a) are and will be
satisfied and none of the conditions set forth 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.)
Rule 53(a)(1): At September 30, 1995, Cinergy had invested, directly
or indirectly, an aggregate of approximately $20 million in EWGs and FUCOs
(inclusive of indirect investments through Special Purpose Subsidiaries),
located principally in Argentina. The average of the consolidated retained
earnings of Cinergy reported on Form 10-K or Form 10-Q, as applicable, for
the four consecutive quarters ended September 30, 1995 is $908 million.
Accordingly, based on Cinergy's consolidated retained earnings at
September 30, 1995, the current Rule 53 Investment Limitation is
approximately $434 million (i.e., 50% of consolidated retained earnings -
$454 million - minus aggregate investment at September 30, 1995 - $20
million).
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): No more than 2% of the employees of Cinergy's
operating utility subsidiaries will, at any one time, directly or
indirectly, render services to EWGs and FUCOs. Based on current staffing
levels of Cinergy's domestic operating utility subsidiaries (such companies
currently employ, in the aggregate, approximately 6,100 salaried and hourly
employees), no more than 122 of the employees of these companies, in the
aggregate, on a full-time equivalent basis, will be utilized at any one
time in rendering services, directly or indirectly, to EWGs and FUCOs.
Employees of PSI Energy, Inc., an Indiana utility subsidiary of Cinergy,
have rendered services to certain EWGs and FUCOs in Argentina pursuant to
the Commission's order in PSI Resources, Inc., et al., Rel. No. 35-25674,
52 SEC Docket 2533, 2534-35 (Nov. 13, 1992).
Rule 53(a)(4): Cinergy will simultaneously submit a copy of this
Post-Effective Amendment and of any Rule 24 certificate hereunder, as well
as a copy of Cinergy's Form U5S and Exhibits H and I thereto, to each
public utility commission having jurisdiction over the retail rates of any
Cinergy utility subsidiary.
Rule 53(b): The provisions of Rule 53(a) are not made inapplicable to
the authorization 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): Cinergy's average consolidated retained earnings for
the four quarters ended September 30, 1995 are $908 million, versus $937
million for the four quarters ended September 30, 1994, a difference of
approximately $29 million (representing a decrease of 3%).
Rule 53(b)(3): For the twelve months ended September 30, 1995,
Cinergy did not report operating losses attributable to its direct and
indirect investments in EWGs and FUCOs aggregating in excess of 5% of
consolidated retained earnings.
Item 2. Fees, Commissions and Expenses
The fees, commissions and expenses to be incurred, directly or
indirectly, by the Applicants or any associate companies thereof in
connection with this Post-Effective Amendment are estimated not to exceed
$5,000, comprised principally of fees and expenses of Cinergy Services.
Item 3. Applicable Statutory Provisions
(See text under this heading set forth in the Application-Declaration
as amended through Amendment No. 3.)
Item 4. Regulatory Approval
The transactions proposed in this Post-Effective Amendment are not
subject to the jurisdiction of any state commission or of any federal
commission other than this Commission.
Item 5. Procedure
Applicants request that the Commission issue and publish in the
Federal Register not later than January 26, 1996 the requisite notice under
Rule 23 with respect to the filing of this Post-Effective Amendment and the
transactions proposed herein. Applicants further request that the notice
specify a date not later than February 20, 1996 as the date after which the
Commission may issue an order granting this Post-Effective Amendment, and
that the Commission issue such order on February 21, 1996.
Applicants waive a recommended decision by a hearing officer or other
responsible officer of the Commission; consent that the Staff of the
Division of Investment Management may assist in the preparation of the
Commission's order; and request 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 (supplemental list):
F-1 Preliminary opinion of counsel
G Suggested form of Federal Register public notice
(b) Financial Statements (updated):
FS-1 Cinergy Consolidated Financial Statements, dated
September 30, 1995
FS-2 Cinergy Financial Statements, dated September 30, 1995
FS-3 Investments Consolidated Financial Statements, dated
September 30, 1995
FS-4 Cinergy Services Financial Statements, dated September
30, 1995
FS-5 Cinergy Consolidated Financial Data Schedule (included
as part of electronic submission only)
FS-6 Cinergy Financial Data Schedule (included as part of
electronic submission only)
FS-7 Investments Financial Data Schedule (included as part of
electronic submission only)
FS-8 Cinergy Services Financial Data Schedule (included 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 companies
have duly caused this statement to be signed on their behalf by the
undersigned thereunto duly authorized.
Dated: January 16, 1996
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>
EXHIBIT F-1
January 16, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Cinergy Corp. et al.
Application-Declaration in File No. 70-8589
Post-Effective Amendment No.1
Dear Sirs:
I am Senior Counsel to Cinergy Services, Inc. ( Cinergy Services ),
the service company subsidiary of Cinergy Corp. ( Cinergy ). I am
furnishing this opinion as an exhibit to the Application-Declaration on
Form U-1 in File No. 70-8589 (the U-1 ) of Cinergy, Cinergy Investments,
Inc. ( Investments ) and Cinergy Services, as previously amended and as to
be further amended by Post-Effective Amendment No.1 of even date herewith
(the Post-Effective Amendment ). The transactions proposed in the U-1 as
so amended include (i) the acquisition by Cinergy and Investments of the
securities of one or more new subsidiaries (each, a Special Purpose
Subsidiary ) organized exclusively for the purpose of acquiring and holding
the securities of, and providing services to, one or more foreign utility
companies and exempt wholesale generators, as defined under the Public
Utility Holding Company Act of 1935, as amended, and (ii) the issuance by
the Special Purpose Subsidiaries of certain securities to Cinergy and
Investments and to third parties, in each case in accordance with the terms
and conditions of the Commission's order dated September 21, 1995 (Rel. No.
35-26376)( 1995 Order ), as proposed to be supplemented pursuant to the
Post-Effective Amendment.
I am of the opinion that each of Cinergy, Investments and Cinergy
Services is, and, upon the incorporation thereof, each Special Purpose
Subsidiary will be, a validly organized and duly existing corporation under
the laws of the state or foreign jurisdiction in which each such company is
organized, and that, upon the issuance of the Commission's supplemental
order herein, and in the event that the proposed transactions are
consummated in accordance with the U-1 as amended and with the 1995 Order
and such supplemental order:
(a) all state laws and laws of foreign jurisdictions applicable to
the proposed transactions will have been complied with;
(b) when certificates for the capital shares (or the equivalent
thereof under foreign law) of any Special Purpose Subsidiary have been
executed by such Special Purpose Subsidiary, countersigned and registered
by the transfer agent and registrar, and delivered for a consideration in
cash equal to or greater than the par value (if any) of such capital shares
in accordance with resolutions duly adopted by the board of directors of
such Special Purpose Subsidiary, such capital shares will be validly
issued, fully paid and nonassessable shares of such Special Purpose
Subsidiary, and the holders thereof will be entitled to the rights and
privileges appertaining thereto set forth in the organizational instruments
defining such rights and privileges;
(c) Any such capital shares issued to Cinergy or Investments will
be legally acquired by Cinergy or Investments, as the case may be;
(d) any promissory notes issued by any Special Purpose Subsidiary
will be valid and binding obligations of such Special Purpose Subsidiary in
accordance with the terms thereof, and any guarantee issued by Cinergy or
Investments will be a valid and binding obligation of Cinergy or
Investments, as applicable; and
(e) the consummation of the transactions described above and of
the other transactions described in the U-1 as amended 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 bar of the State of Ohio and do not purport to
express any opinion as to the laws of any jurisdiction other than those of
the State of Ohio. I hereby consent to the use of this opinion as an
exhibit to the Post-Effective Amendment.
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 )
January 26, 1996
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-Declaration(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 February 20, 1996 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., et al. 70-8589
Notice of Proposal to Extend Authorization Period and Increase Investment
Authority with respect to Investments in Exempt Wholesale Generators and
Foreign Utility Companies
Cinergy Corp., a registered holding company ( Cinergy ), Cinergy
Services, Inc., Cinergy's wholly-owned service company subsidiary, both 139
East Fourth Street, Cincinnati, Ohio 45202, and Cinergy Investments, Inc.,
Cinergy's wholly-owned nonutility holding company subsidiary
( Investments ), 251 North Illinois Street, Suite 1410, Indianapolis,
Indiana 46204, have filed a post-effective amendment to their
application-declaration filed under Sections 6(a), 7, 9(a), 10, 12(b),
13(b), 32 and 33 of the Act and Rules 43, 45, 53 and 83 thereunder.
By order dated September 21, 1995 (Rel. No. 35-26376) ( 1995
Order ), the Commission, among other things, authorized Cinergy and
Investments from time to time through May 31, 1998 (1) to acquire the
securities of one or more companies ( Special Purpose Subsidiaries ) formed
to engage exclusively in the business of acquiring and holding the
securities of, and/or providing services to, exempt wholesale generators
( EWGs ) and foreign utility companies ( FUCOs ) as defined in the Act, and
(2) to make direct and indirect investments in Special Purpose Subsidiaries
(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 time outstanding not to exceed
$115 million ( Investment Limitation ), provided, however, that any direct
or indirect investment by Cinergy in any Special Purpose Subsidiary would
be made only if, on a pro forma basis, Cinergy's aggregate investment in
all EWGs, FUCOs and Special Purpose Subsidiaries would not exceed 50% of
Cinergy's consolidated retained earnings, in each case as defined in Rule
53(a)
Applicants now request a supplemental order of the Commission
modifying the 1995 Order to extend the authorization period and increase
the aggregate investment authority with respect to EWGs, FUCOs and Special
Purpose Subsidiaries.
Authorization Period: Applicants propose that the authorization
period be extended to the earlier of (x) December 31, 1999, and (y) the
effective date of any rule of general applicability adopted by the
Commission that would exempt the proposed transactions from the applicable
provisions of the Act.
Aggregate Investment Authority: Cinergy requests authority to make
direct or indirect investments in Special Purpose Subsidiaries in an
aggregate amount which, when added to Cinergy's aggregate investment in
all EWGs, FUCOs and Special Purpose Subsidiaries, does not exceed, at any
point in time, 50% of Cinergy's consolidated retained earnings, in each
case as determined pursuant to Rule(a) ( Rule 53 Investment Limitation ).
The current Rule 53 Investment Limitation, based on Cinergy's consolidated
retained earnings and aggregate investment in EWGs, FUCOs and Special
Purpose Subsidiaries at September 30, 1995, is approximately $434 million.
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 SEPTEMBER 30, 1995
(Unaudited)
Pages 1 through 6
<PAGE>
<TABLE>
<CAPTION>
CINERGY CORP.
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
TWELVE MONTHS ENDED SEPTEMBER 30, 1995
Pro Forma
Actual Adjustments Pro Forma
(in thousands, except per share amounts)
<S> <C> <C> <C>
OPERATING REVENUES
Electric $2,561,182 - $2,561,182
Gas 376,978 - 376,978
2,938,160 - 2,938,160
OPERATING EXPENSES
Fuel used in electric production 718,907 - 718,907
Gas purchased 189,469 - 189,469
Purchased and exchanged power 39,346 - 39,346
Other operation 565,032 - 565,032
Maintenance 184,931 - 184,931
Depreciation 286,304 - 286,304
Amortization of phase-in deferrals 5,682 - 5,682
Post-in-service deferred operating
expenses -- net (3,500) - (3,500)
Taxes
Income 190,207 (12,152) 178,055
Taxes other than income taxes 251,632 - 251,632
2,428,010 (12,152) 2,415,858
OPERATING INCOME 510,150 12,152 522,302
OTHER INCOME AND EXPENSES - NET
Allowance for equity funds used during
construction 153 - 153
Post-in-service carrying costs 6,205 - 6,205
Phase-in deferred return 8,349 - 8,349
Income taxes 9,408 - 9,408
Other - net (16,191) - (16,191)
7,924 - 7,924
INCOME BEFORE INTEREST AND OTHER CHARGES 518,074 12,152 530,226
INTEREST AND OTHER CHARGES
Interest on long-term debt 215,645 - 215,645
Other interest 22,989 34,720 57,709
Allowance for borrowed funds used
during construction (9,191) - (9,191)
Preferred dividend requirements of
subsidiaries 32,742 - 32,742
262,185 34,720 296,905
NET INCOME $255,889 ($22,568) $233,321
AVERAGE COMMON SHARES OUTSTANDING 154,797 154,797
EARNINGS PER COMMON SHARE $1.62 $1.50
DIVIDENDS DECLARED PER COMMON SHARE $1.65
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY CORP.
PRO FORMA CONSOLIDATED BALANCE SHEET
AT SEPTEMBER 30, 1995
ASSETS
Pro Forma
Actual Adjustments Pro Forma
(in thousands)
<S> <C> <C> <C>
UTILITY PLANT - ORIGINAL COST
In service
Electric $8,469,669 - $8,469,669
Gas 672,755 - 672,755
Common 185,886 - 185,886
9,328,310 - 9,328,310
Accumulated depreciation 3,317,021 - 3,317,021
6,011,289 - 6,011,289
Construction work in progress 213,922 - 213,922
Total utility plant 6,225,211 - 6,225,211
CURRENT ASSETS
Cash and temporary cash investments 87,443 411,432 498,875
Restricted deposits 86,596 - 86,596
Accounts receivable less accumulated
provision of $10,636,000 267,475 - 267,475
Materials, supplies and fuel
- at average cost
Fuel for use in electric production 133,787 - 133,787
Gas stored for current use 29,484 - 29,484
Other materials and supplies 90,704 - 90,704
Property taxes applicable to subsequent year 136,773 - 136,773
Prepayments and other 30,178 - 30,178
862,440 411,432 1,273,872
OTHER ASSETS
Regulatory Assets
Post-in-service carrying costs and
deferred operating expenses 187,780 - 187,780
Phase-in deferred return and depreciation 101,663 - 101,663
Deferred demand-side management costs 121,483 - 121,483
Amounts due from customers - income taxes 390,602 - 390,602
Deferred merger costs 54,900 - 54,900
Unamortized costs of reacquiring debt 73,766 - 73,766
Other 77,001 - 77,001
Other 149,085 - 149,085
1,156,280 - 1,156,280
$8,243,931 $411,432 $8,655,363
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY CORP.
PRO FORMA CONSOLIDATED BALANCE SHEET
AT SEPTEMBER 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 - 156,139,786 Actual $1,572 - 1,572
Paid-in capital 1,585,470 - 1,585,470
Retained earnings 941,652 (22,568) 919,084
Total common stock equity 2,528,694 (22,568) 2,506,126
CUMULATIVE PREFERRED STOCK OF SUBSIDIARIES
Not subject to mandatory redemption 227,913 - 227,913
Subject to mandatory redemption 160,000 - 160,000
LONG-TERM DEBT 2,694,676 - 2,694,676
Total capitalization 5,611,283 (22,568) 5,588,715
CURRENT LIABILITIES
Long-term debt due within one year 134,400 - 134,400
Notes payable 284,000 434,000 718,000
Accounts payable 173,054 - 173,054
Refund due to customers 12,878 - 12,878
Litigation settlement 80,000 - 80,000
Accrued taxes 292,677 - 292,677
Accrued interest 52,091 - 52,091
Other 43,156 - 43,156
1,072,256 434,000 1,506,256
OTHER LIABILITIES
Deferred income taxes 1,085,703 - 1,085,703
Unamortized investment tax credits 188,222 - 188,222
Accrued pension and other postretirement
benefit costs 161,675 - 161,675
Other 124,792 - 124,792
1,560,392 - 1,560,392
$8,243,931 $411,432 $8,655,363
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY CORP.
PRO FORMA CONSOLIDATED STATEMENT OF CHANGES IN RETAINED EARNINGS
TWELVE MONTHS ENDED SEPTEMBER 30, 1995
Pro Forma
Actual Adjustments Pro Forma
(in thousands)
<S> <C> <C> <C>
BALANCE OCTOBER 1, 1994 $945,679 - $945,679
Net income 255,889 (22,568) 233,321
Dividends on common stock (255,637) - (255,637)
Other (4,279) - (4,279)
BALANCE SEPTEMBER 30, 1995 $941,652 ($22,568) $919,084
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY CORP.
Pro Forma Consolidated Journal Entries to Give Effect to the
Issuance of $434 Million of Short-term Debt
<S> <C> <C>
Entry No. 1
Cash and temporary cash investments $434,000,000
Short-term debt $434,000,000
To record the issuance of $434,000,000 of short-term debt based on 50% of retained earnings.
Entry No. 2
Interest on short-term debt $34,720,000
Cash and temporary cash investments $34,720,000
To record interest on $434,000,000 of short-term debt payable at 8%.
Entry No. 3
Cash and temporary cash investments $12,152,000
Income taxes $12,152,000
To record the reduction in income taxes due to increased interest on short-term debt
($34,720,000 at an assumed tax rate of 35%).
</TABLE>
FINANCIAL STATEMENTS
WASHINGTON, D.C.
FORM U-1
CINERGY CORP.
AS OF SEPTEMBER 30, 1995
(Unaudited)
Pages 1 through 6
<PAGE>
<TABLE>
<CAPTION>
CINERGY CORP.
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED SEPTEMBER 30, 1995
Pro Forma
Actual Adjustments Pro Forma
(in thousands, except per share amounts)
<S> <C> <C> <C>
OPERATING EXPENSES
Other operation 869 - 869
Taxes
Income taxes 47 - 47
Taxes other than income taxes 54 - 54
970 - 970
OPERATING INCOME (LOSS) (970) - (970)
OTHER INCOME AND EXPENSES - NET
Equity in earnings of subsidiaries 258,646 (22,568) 236,078
Income taxes 1,667 - 1,667
Other - net (920) 34,720 33,800
259,393 12,152 271,545
INCOME BEFORE INTEREST AND OTHER CHARGES 258,423 12,152 270,575
INTEREST 2,534 34,720 37,254
NET INCOME $255,889 ($22,568) $233,321
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY CORP.
PRO FORMA BALANCE SHEET
AT SEPTEMBER 30, 1995
ASSETS
Pro Forma
Actual Adjustments Pro Forma
(in thousands)
<S> <C> <C> <C>
CURRENT ASSETS
Cash and temporary cash investments 7,886 (34,720) (26,834)
Accounts receivable 167 - 167
Notes receivable from associated
companies - 468,720 468,720
8,053 434,000 442,053
OTHER ASSETS
Investment in subsidiaries 2,541,641 (22,568) 2,519,073
Other 118 - 118
2,541,759 (22,568) 2,519,191
$2,549,812 $411,432 $2,961,244
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY CORP.
PRO FORMA BALANCE SHEET
AT SEPTEMBER 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 - 157,139,786 Actual $1,572 - 1,572
Paid-in capital 1,585,470 - 1,585,470
Retained earnings 941,652 (22,568) 919,084
Total common stock equity 2,528,694 (22,568) 2,506,126
LONG-TERM DEBT -
Total Capitalization 2,528,694 (22,568) 2,506,126
CURRENT LIABILITIES
Notes payable 21,000 434,000 455,000
Accounts payable 530 - 530
Accrued taxes (309) - (309)
Accrued interest 154 - 154
21,375 434,000 455,375
OTHER LIABILITIES
Deferred income taxes (258) - (258)
Other 1 - 1
(257) - (257)
$2,549,812 $411,432 $2,961,244
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY CORP.
PRO FORMA STATEMENT OF CHANGES IN RETAINED EARNINGS
TWELVE MONTHS ENDED SEPTEMBER 30, 1995
Pro Forma
Actual Adjustments Pro Forma
(in thousands)
<S> <C> <C> <C>
BALANCE OCTOBER 1, 1994 $945,679 - $945,679
Net income 255,889 (22,568) 233,321
Dividends on common stock (255,637) - (255,637)
Other (4,279) - (4,279)
BALANCE SEPTEMBER 30, 1995 $941,652 ($22,568) $919,084
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY CORP.
Pro Forma Journal Entries to Give Effect to the
Issuance of $434 Million of Short-term Debt
<S> <C> <C>
Entry No. 1
Cash and temporary cash investments $434,000,000
Short-term debt $434,000,000
To record the issuance of $434,000,000 of short-term debt based on 50% of retained earnings.
Entry No. 2
Interest on short-term debt $34,720,000
Cash and temporary cash investments $34,720,000
To record interest on $434,000,000 of short-term debt payable at 8%.
Entry No. 3
Intercompany notes receivable $434,000,000
Cash and temporary cash investments $434,000,000
To record a $434,000,000 loan to Cinergy Investments.
Entry No. 4
Intercompany notes receivable $34,720,000
Interest income $34,720,000
To record interest at 8% per annum on intercompany loan to Cinergy Investments.
Entry No. 5
Equity in earnings of subsidiaries $22,568,000
Investment in subsidiaries $22,568,000
To record the equity in subsidiary earnings.
</TABLE>
FINANCIAL STATEMENTS
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-1
CINERGY INVESTMENTS, INC.
CONSOLIDATED
AS OF SEPTEMBER 30, 1995
(Unaudited)
Pages 1 through 6
<PAGE>
<TABLE>
<CAPTION>
CINERGY INVESTMENTS, INC.
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
TWELVE MONTHS ENDED SEPTEMBER 30, 1995
Pro Forma
Actual Adjustments Pro Forma
(in thousands)
<S> <C> <C> <C>
OPERATING REVENUES $11,257 - $11,257
OPERATING EXPENSES
Other operation 13,077 - 13,077
Taxes
Income taxes (365) - (365)
Taxes other than income taxes 301 - 301
13,013 - 13,013
OPERATING INCOME (LOSS) (1,756) - (1,756)
OTHER INCOME AND EXPENSES - NET
Income taxes 4,064 12,152 16,216
Other - net (9,497) - (9,497)
(5,433) 12,152 6,719
INCOME(LOSS) BEFORE INTEREST AND OTHER CHARGES (7,189) 12,152 4,963
INTEREST 1,227 34,720 35,947
NET INCOME (LOSS) (8,416) (22,568) (30,984)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY INVESTMENTS, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
AT SEPTEMBER 30, 1995
ASSETS
Pro Forma
Actual Adjustments Pro Forma
(in thousands)
<S> <C> <C> <C>
CURRENT ASSETS
Cash and temporary cash investments 9,405 446,152 455,557
Restricted deposits 5 - 5
Accounts receivable less accumulated
provision of $151,798 4,736 - 4,736
Other materials and supplies 5,245 - 5,245
Prepayments and other 363 - 363
19,754 446,152 465,906
OTHER ASSETS 8,652 - 8,652
8,652 - 8,652
$28,406 $446,152 $474,558
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY INVESTMENTS, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
AT SEPTEMBER 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 - 100;
Outstanding shares - 100 - - -
Paid-in capital 24,418 - 24,418
Retained earnings (deficit) (15,810) (22,568) (38,378)
Total common stock equity 8,608 (22,568) (13,960)
CURRENT LIABILITIES
Accounts payable 1,396 - 1,396
Notes payable to associated
companies - net - 468,720 468,720
Accounts payable to associated
companies - net 20,523 - 20,523
Accrued taxes (703) - (703)
Other 824 - 824
22,040 468,720 490,760
OTHER LIABILITIES
Deferred income taxes (2,862) - (2,862)
Other 620 - 620
(2,242) - (2,242)
$28,406 $446,152 $474,558
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY INVESTMENTS, INC.
PRO FORMA CONSOLIDATED STATEMENT OF CHANGES IN RETAINED EARNINGS (DEFICIT)
TWELVE MONTHS ENDED SEPTEMBER 30, 1995
Pro Forma
Actual Adjustments Pro Forma
(in thousands)
<S> <C> <C> <C>
BALANCE OCTOBER 1, 1994 ($7,394) - ($7,394)
Net loss (8,416) (22,568) (30,984)
BALANCE SEPTEMBER 30, 1995 ($15,810) ($22,568) ($38,378)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY INVESTMENTS, INC.
Pro Forma Consolidated Journal Entries to Give Effect to the
Borrowing of up to $434 Million from Cinergy Corp. for purposes of
Investing in Special Purpose Subsidiaries
<S> <C> <C>
Entry No. 1
Cash and temporary cash investments $434,000,000
Intercompany Notes Payable $434,000,000
To record the issuance of intercompany notes payable at $434,000,000.
Entry No. 2
Interest expense $34,720,000
Intercompany Notes Payable $34,720,000
To record interest on $434,000,000 of intercompany notes payable at 8%.
Entry No. 3
Cash and temporary cash investments $12,152,000
Income taxes $12,152,000
To record the reduction in income taxes due to increased interest costs
($34,720,000 at an assumed tax rate of 35%).
</TABLE>
FINANCIAL STATEMENTS
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-1
CINERGY SERVICES
AS OF SEPTEMBER 30, 1995
(Unaudited)
Pages 1 through 4
<PAGE>
<TABLE>
<CAPTION>
CINERGY SERVICES
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED SEPTEMBER 30, 1995
Pro Forma
Actual Adjustments Pro Forma
(in thousands, except per share amounts)
<S> <C> <C> <C>
OPERATING REVENUES $97,322 - $97,322
OPERATING EXPENSES
Other operation 94,241 - 94,241
Taxes other than income taxes 3,153 - 3,153
97,394 - 97,394
OPERATING INCOME (72) - (72)
OTHER INCOME AND EXPENSES - NET (1) - (1)
(1) - (1)
INCOME BEFORE INTEREST AND OTHER CHARGES (73) - (73)
INTEREST 4 - 4
NET INCOME ($77) - ($77)
<FN>
Note:
Cinergy Services has no pro forma journal entries relating to this proposed transaction.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY SERVICES
PRO FORMA BALANCE SHEET
AT SEPTEMBER 30, 1995
ASSETS
Pro Forma
Actual Adjustments Pro Forma
(in thousands)
<S> <C> <C> <C>
UTILITY PLANT - ORIGINAL COST
In service
Common 1,225 - 1,225
CURRENT ASSETS
Accounts receivable from associated
companies 6,739 - 6,739
6,739 - 6,739
OTHER ASSETS 344 - 344
$8,308 - $8,308
CAPITALIZATION AND LIABILITIES
Pro Forma
Actual Adjustments Pro Forma
(dollars in thousands)
COMMON STOCK EQUITY
Common stock - $.05 par value;
Authorized shares - 50
Outstanding shares - 50 - - -
Retained earnings (77) - (77)
Total common stock equity (77) - (77)
CURRENT LIABILITIES
Accounts payable 1,161 - 1,161
Accounts payable to associated
companies 7,062 - 7,062
8,223 - 8,223
OTHER LIABILITIES
Other 162 - 162
162 - 162
$8,308 - $8,308
<FN>
Note:
Cinergy Services has no pro forma journal entries relating to this proposed transaction.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY SERVICES
PRO FORMA STATEMENT OF CHANGES IN RETAINED EARNINGS
TWELVE MONTHS ENDED SEPTEMBER 30, 1995
Pro Forma
Actual Adjustments Pro Forma
(in thousands)
<S> <C> <C> <C>
BALANCE OCTOBER 1, 1994 - - -
Net income (77) - (77)
BALANCE SEPTEMBER 30, 1995 ($77) - ($77)
<FN>
Note:
Cinergy Services has no pro forma journal entries relating to this proposed transaction.
</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-31-1995 DEC-31-1995
<PERIOD-START> OCT-01-1994 OCT-01-1994
<PERIOD-END> SEP-30-1995 SEP-30-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 6,225,211 6,225,211
<OTHER-PROPERTY-AND-INVEST> 0 0
<TOTAL-CURRENT-ASSETS> 1,273,872 858,376
<TOTAL-DEFERRED-CHARGES> 1,007,195 1,007,195
<OTHER-ASSETS> 149,085 249,087
<TOTAL-ASSETS> 8,655,363 8,339,869
<COMMON> 1,572 1,572
<CAPITAL-SURPLUS-PAID-IN> 1,585,470 1,585,470
<RETAINED-EARNINGS> 919,084 937,590
<TOTAL-COMMON-STOCKHOLDERS-EQ> 2,506,126 2,524,632
160,000 160,000
227,913 227,913
<LONG-TERM-DEBT-NET> 2,694,676 2,694,676
<SHORT-TERM-NOTES> 718,000 384,000
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 134,400 134,400
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,214,248 2,214,248
<TOT-CAPITALIZATION-AND-LIAB> 8,655,363 8,339,869
<GROSS-OPERATING-REVENUE> 2,938,160 2,938,160
<INCOME-TAX-EXPENSE> 178,055 190,207
<OTHER-OPERATING-EXPENSES> 2,237,803 2,237,803
<TOTAL-OPERATING-EXPENSES> 2,415,858 2,428,010
<OPERATING-INCOME-LOSS> 522,302 510,150
<OTHER-INCOME-NET> 7,924 10,112
<INCOME-BEFORE-INTEREST-EXPEN> 530,226 520,262
<TOTAL-INTEREST-EXPENSE> 264,163 235,693
<NET-INCOME> 266,063 284,569
32,742 32,742
<EARNINGS-AVAILABLE-FOR-COMM> 233,321 251,827
<COMMON-STOCK-DIVIDENDS> 0 0
<TOTAL-INTEREST-ON-BONDS> 215,645 215,645
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 1.50 1.62
<EPS-DILUTED> 1.50 1.62
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
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</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-31-1995 DEC-31-1995
<PERIOD-START> OCT-01-1994 OCT-01-1994
<PERIOD-END> SEP-30-1995 SEP-30-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 2,519,073 2,541,641
<TOTAL-CURRENT-ASSETS> 442,053 108,053
<TOTAL-DEFERRED-CHARGES> 0 0
<OTHER-ASSETS> 118 118
<TOTAL-ASSETS> 2,961,244 2,649,812
<COMMON> 1,572 1,572
<CAPITAL-SURPLUS-PAID-IN> 1,585,470 1,585,470
<RETAINED-EARNINGS> 919,084 941,652
<TOTAL-COMMON-STOCKHOLDERS-EQ> 2,506,126 2,528,694
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 455,000 121,000
<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> 118 118
<TOT-CAPITALIZATION-AND-LIAB> 2,961,244 2,649,812
<GROSS-OPERATING-REVENUE> 0 0
<INCOME-TAX-EXPENSE> 47 47
<OTHER-OPERATING-EXPENSES> 923 923
<TOTAL-OPERATING-EXPENSES> 970 970
<OPERATING-INCOME-LOSS> (970) (970)
<OTHER-INCOME-NET> 271,545 265,643
<INCOME-BEFORE-INTEREST-EXPEN> 270,575 264,673
<TOTAL-INTEREST-EXPENSE> 37,254 8,784
<NET-INCOME> 233,321 255,889
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 233,321 255,889
<COMMON-STOCK-DIVIDENDS> 0 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0.00 0.00
<EPS-DILUTED> 0.00 0.00
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
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</LEGEND>
<CIK> 0000899652
<NAME> CINERGY CORP.
<SUBSIDIARY>
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<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
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<PERIOD-START> OCT-01-1994 OCT-01-1994
<PERIOD-END> SEP-30-1995 SEP-30-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
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<TOTAL-DEFERRED-CHARGES> 0 0
<OTHER-ASSETS> 344 344
<TOTAL-ASSETS> 8,308 8,308
<COMMON> 0 0
<CAPITAL-SURPLUS-PAID-IN> 0 0
<RETAINED-EARNINGS> (77) (77)
<TOTAL-COMMON-STOCKHOLDERS-EQ> (77) (77)
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 0 0
<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> 8,385 8,385
<TOT-CAPITALIZATION-AND-LIAB> 8,308 8,308
<GROSS-OPERATING-REVENUE> 97,322 97,322
<INCOME-TAX-EXPENSE> 0 0
<OTHER-OPERATING-EXPENSES> 97,394 97,394
<TOTAL-OPERATING-EXPENSES> 97,394 97,394
<OPERATING-INCOME-LOSS> (72) (72)
<OTHER-INCOME-NET> (1) (1)
<INCOME-BEFORE-INTEREST-EXPEN> (73) (73)
<TOTAL-INTEREST-EXPENSE> 4 4
<NET-INCOME> (77) (77)
0 0
<EARNINGS-AVAILABLE-FOR-COMM> (77) (77)
<COMMON-STOCK-DIVIDENDS> 0 0
<TOTAL-INTEREST-ON-BONDS> 0 0
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<EPS-PRIMARY> 0.00 0.00
<EPS-DILUTED> 0.00 0.00
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
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</LEGEND>
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<NAME> CINERGY CORP.
<SUBSIDIARY>
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<MULTIPLIER> 1,000
<S> <C> <C>
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<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995
<PERIOD-START> OCT-01-1994 OCT-01-1994
<PERIOD-END> SEP-30-1995 SEP-30-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
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<OTHER-ASSETS> 8,652 108,654
<TOTAL-ASSETS> 474,558 124,344
<COMMON> 0 0
<CAPITAL-SURPLUS-PAID-IN> 24,418 24,418
<RETAINED-EARNINGS> (38,378) (19,872)
<TOTAL-COMMON-STOCKHOLDERS-EQ> (13,960) 4,546
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 0 0
<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> 488,518 119,798
<TOT-CAPITALIZATION-AND-LIAB> 474,558 124,344
<GROSS-OPERATING-REVENUE> 11,257 11,257
<INCOME-TAX-EXPENSE> (365) (365)
<OTHER-OPERATING-EXPENSES> 13,378 13,378
<TOTAL-OPERATING-EXPENSES> 13,013 13,013
<OPERATING-INCOME-LOSS> (1,756) (1,756)
<OTHER-INCOME-NET> 6,719 (3,245)
<INCOME-BEFORE-INTEREST-EXPEN> 4,963 (5,001)
<TOTAL-INTEREST-EXPENSE> 35,947 7,477
<NET-INCOME> (30,984) (12,478)
0 0
<EARNINGS-AVAILABLE-FOR-COMM> (30,984) (12,478)
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<TOTAL-INTEREST-ON-BONDS> 0 0
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<EPS-PRIMARY> 0.00 0.00
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