As filed with the Securities and Exchange Commission on January 24, 1996
File No. 70-8521
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________________
POST-EFFECTIVE AMENDMENT NO. 1
(AMENDMENT NO. 2)
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)
Item 1. Description of Proposed Transactions
A. Background
By order dated January 11, 1995 in this file (Rel. No. 35-26215) (the
"January 1995 Order"), the Commission authorized Cinergy Corp., a
registered holding company under the Public Utility Holding Company Act of
1935 (the "Act"), to issue and sell from time to time through January 31,
1997, in an aggregate principal amount at any one time outstanding not to
exceed $375 million (the "Aggregate Debt Limitation"), and within certain
parameters set out in the Commission's order and Cinergy's Declaration as
amended, (1) unsecured short-term promissory notes to banks and other
financial institutions, (2) commercial paper to commercial paper dealers
and financial institutions, and (3) unsecured demand promissory notes to
banks evidencing Cinergy's reimbursement obligation in respect of letters
of credit issued by such banks on Cinergy's behalf (such bank borrowings,
commercial paper sales and letter of credit transactions being herein
collectively referred to as the "Short-Term Financing Transactions"). In
addition, the Commission authorized Cinergy to use the proceeds of the
Short-Term Financing Transactions for general corporate purposes, including
(a) retirements and roll-overs of short-term borrowings, (b) loans, open-
account advances and capital contributions to certain Cinergy subsidiaries,
(c) loans through the Cinergy system money pool, (d) investments in exempt
wholesale generators ("EWGs") and foreign utility companies ("FUCOs") as
defined in the Act, and (e) investments in nonutility businesses, provided
that Cinergy would not apply any proceeds to the purposes specified in
clauses (b) through (e) without obtaining a further order or orders of the
Commission, if required under the Act.
In the latter regard, by order dated September 21, 1995 in File No.
70-8589 (Rel. No. 35-26376) (the "September 1995 Order"), the Commission
authorized Cinergy, among other things, to use the proceeds of the Short-Term
Financing Transactions to make direct and indirect investments, from
time to time through May 31, 1998, in special purpose subsidiaries formed
by Cinergy or Cinergy's nonutility holding company subsidiary, Cinergy
Investments, Inc. ("Investments"), to engage exclusively in the business of
acquiring and holding (directly or indirectly) the securities of, and/or
providing services to, EWGs and FUCOs (each, a "Special Purpose
Subsidiary") in an aggregate principal amount at any time outstanding not
to exceed $115 million (the "Investment Limitation"), provided that any
investment by Cinergy or Investments 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" (as determined in
each case under Rule 53(a)).
On January 16, 1996, Cinergy, Investments and Cinergy's service
company subsidiary, Cinergy Services, Inc. ("Cinergy Services"), filed a
post-effective amendment to their application-declaration in File No.
70-8589 (the "January 16th Post-Effective Amendment") seeking to modify
the September 1995 Order as follows: (1) to extend the authorization
period from May 31, 1998 to December 31, 1999, and (2) to increase the
Investment Limitation from $115 million to 50% of Cinergy's consolidated
retained earnings, as determined under Rule 53(a).
B. Proposed Modifications to January 1995 Order
Cinergy herein requests a supplemental order modifying the January
1995 Order solely in the following three respects: (1) to extend the
authorization period, (2) to increase the Aggregate Debt Limitation, and
(3) to permit Cinergy to apply proceeds of Short-Term Financing
Transactions to investments in EWGs, FUCOs and Special Purpose
Subsidiaries, in each case as set forth below.
1. Authorization Period: Cinergy proposes that the expiration date
of the authorization period be extended from January 31, 1997 to December
31, 1999.
2. Aggregate Debt Limitation: Cinergy requests authority to engage
in Short-Term Financing Transactions in an aggregate principal amount at
any time outstanding not to exceed $1 billion.
3. Application of Proceeds to Investments in EWGs, FUCOs and Special
Purpose Subsidiaries: 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, 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 investments in Special Purpose
Subsidiaries (subject to the limitations and restrictions prescribed in the
September 1995 Order as 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).
The authorization requested in the above paragraph supersedes that
granted in the September 1995 Order permitting Cinergy to use up to $115
million in proceeds of Short-Term Financing Transactions to invest in
Special Purpose Subsidiaries.
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 January 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-", 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 aggregate investment limitation is
approximately $434 million (i.e., 50% of "consolidated retained earnings" C
$454 million C minus "aggregate investment" at September 30, 1995 C $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 s
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 6100 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 Cinergy or any associate company thereof in connection with
this Post-Effective Amendment are estimated not to exceed $7,000, comprised
principally of (1) the prescribed filing fee and (2) fees and expenses of
Cinergy Services.
Item 3. Applicable Statutory Provisions
Sections 6(a), 7, 32 and 33 and Rule 53 are applicable to the
transactions proposed in this Post-Effective Amendment.
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
Cinergy requests that the Commission issue and publish in the Federal
Register not later than February 7, 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 March 4, 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 March 5, 1996.
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 (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 Cinergy Consolidated Financial Data Schedule (included as
part of electronic submission only)
FS-4 Cinergy 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 company
has duly caused this statement to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: January 24, 1996
CINERGY CORP.
By: /s/ William L. Sheafer
Treasurer
<PAGE>
EXHIBIT F-1
January 24, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Cinergy Corp.
Declaration in File No. 70-8521
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"), and am
furnishing this opinion as an exhibit to Cinergy's Declaration on Form U-1
in the above file (the "U-1"), 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 the
issuance and sale by Cinergy from time to time through December 31, 1999,
in an aggregate principal amount at any one time outstanding not to exceed
$1 billion, and within certain parameters set out therein, (1) unsecured
short-term promissory notes to banks and other financial institutions, (2)
commercial paper to commercial paper dealers and financial institutions,
and (3) unsecured demand promissory notes to banks evidencing Cinergy's
reimbursement obligation in respect of letters of credit issued by such
banks on Cinergy's behalf (such bank borrowings, commercial paper sales and
letter of credit transactions being herein collectively referred to as the
"Short-Term Financing Transactions"). In addition, Cinergy requests
specific authority in the Post-Effective Amendment to invest all or any of
the proceeds of such financing transactions in exempt wholesale generators,
foreign utility companies and related special purpose subsidiaries, subject
to restrictions set forth in the Post-Effective Amendment.
I am of the opinion that Cinergy is a corporation validly organized
and duly existing under the laws of the State of Delaware 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 through the Post-Effective Amendment (and as it may be
further amended); with the January 1995 Order and such supplemental
order; and with all requisite corporate and other approvals and
authorizations:
(a) all laws of the State of Delaware applicable to Cinergy's
participation in the proposed transactions will have been
complied with;
(b) the notes and commercial paper to be issued by Cinergy in
connection with the proposed transactions will, in each case, be
valid and binding obligations of Cinergy in accordance with the
terms thereof; and
(c) the consummation by Cinergy of the proposed transactions 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. I hereby consent to the filing of
this opinion as an exhibit to the Post-Effective Amendment.
Very truly yours,
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")
February 7, 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 March 4, 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. 70-8521
Notice of Proposal to Extend Authorization Period, Increase Aggregate
Indebtedness Limitation, and Invest in Exempt Wholesale Generators and
Foreign Utility Companies
Cinergy Corp., a registered holding company ("Cinergy"), 139 East
Fourth Street, Cincinnati, Ohio 45202, has filed a post-effective amendment
to its declaration under Sections 6(a), 7, 32 and 33 and Rule 53.
By order dated January 11, 1995 (Rel. No. 35-26215) ("January 1995
Order"), the Commission authorized Cinergy to issue and sell from time to
time through January 31, 1997, in an aggregate principal amount at any one
time outstanding not to exceed $375 million ("Aggregate Debt Limitation"),
and within certain parameters set out in the Commission's order and
Cinergy's declaration as amended, (1) unsecured short-term promissory notes
to banks and other financial institutions, (2) commercial paper to
commercial paper dealers and financial institutions, and (3) unsecured
demand promissory notes to banks evidencing Cinergy's reimbursement
obligation in respect of letters of credit issued by such banks on
Cinergy's behalf (such bank borrowings, commercial paper sales and letter
of credit transactions being collectively referred to as "Short-Term
Financing Transactions").
Cinergy now requests a supplemental order limited to modifying the
January 1995 Order in the following respects. First, Cinergy proposes that
the expiration date of the authorization period be extended from January
31, 1997 to December 31, 1999. Second, Cinergy requests authority to
engage in Short-Term Financing Transactions in an aggregate principal
amount at any time outstanding not to exceed $1 billion. Finally, 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, Cinergy proposes to apply proceeds of
Short-Term Financing Transactions, up to the full amount of the proposed
increased Aggregate Debt Limitation noted above, to make investments in
exempt wholesale generators ("EWGs"), foreign utility companies ("FUCOs")
and certain related special purpose subsidiaries, provided that the sum of
any proceeds of Short-Term Financing Transactions invested in such
entities, together with any proceeds of sales of shares of Cinergy common
stock invested in such entities pursuant to Commission's orders in File
Nos. 70-8477 and 70-8589, 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).
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)
Income 190,207 (28,000) 162,207
Taxes other than income taxes 251,632 - 251,632
2,428,010 (28,000) 2,400,010
OPERATING INCOME 510,150 28,000 538,150
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 28,000 546,074
INTEREST AND OTHER CHARGES
Interest on long-term debt 215,645 - 215,645
Other interest 22,989 80,000 102,989
Allowance for borrowed funds used
during construction (9,191) - (9,191)
Preferred dividend requirements of
subsidiaries 32,742 - 32,742
262,185 80,000 342,185
NET INCOME $255,889 ($52,000) $203,889
AVERAGE COMMON SHARES OUTSTANDING 154,797 154,797
EARNINGS PER COMMON SHARE $1.62 $1.31
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 87,443 948,000 1,035,443
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
862,440 948,000 1,810,440
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 $948,000 $9,191,931
</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 - 157,139,786 $1,572 - $1,572
Paid-in capital 1,585,470 - 1,585,470
Retained earnings 941,652 (52,000) 889,652
Total common stock equity 2,528,694 (52,000) 2,476,694
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 (52,000) 5,559,283
CURRENT LIABILITIES
Long-term debt due within one year 134,400 - 134,400
Notes payable 284,000 1,000,000 1,284,000
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 1,000,000 2,072,256
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 $948,000 $9,191,931
</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 (52,000) 203,889
Dividends on common stock (255,637) - (255,637)
Other (4,279) - (4,279)
BALANCE SEPTEMBER 30, 1995 $941,652 ($52,000) $889,652
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY CORP.
Pro Forma Consolidated Journal Entries to Give Effect to the
Borrowing of Up to $1,000,000,000 of Short-term Debt
<S> <C> <C>
Entry No. 1
Cash and temporary cash investments $1,000,000,000
Short-term Debt $1,000,000,000
To record the issuance of $1,000,000,000 of short-term debt.
Entry No. 2
Interest on short-term debt $80,000,000
Cash and temporary investments $80,000,000
To record interest on $1,000,000,000 of short-term debt at 8.00%.
Entry No. 3
Cash and temporary cash investments $28,000,000
Income taxes $28,000,000
To record the reduction in income taxes due to increased interest on short-term debt
($80,000,000 at an assumed tax rate of 35%).
</TABLE>
FINANCIAL STATEMENTS
SECURITIES AND EXCHANGE COMMISSION
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
Income taxes 47 (28,000) (27,953)
Taxes other than income taxes 54 - 54
970 (28,000) (27,030)
OPERATING INCOME (970) 28,000 27,030
OTHER INCOME AND EXPENSES - NET
Equity in earnings of subsidiaries 258,646 - 258,646
Income taxes 1,667 - 1,667
Other - net (920) - (920)
259,393 - 259,393
INCOME BEFORE INTEREST AND OTHER CHARGES 258,423 28,000 286,423
INTEREST 2,534 80,000 82,534
NET INCOME $255,889 ($52,000) $203,889
</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 $948,000 $955,886
Accounts receivable 167 - 167
Notes receivable from associated
companies - - -
8,053 948,000 956,053
OTHER ASSETS
Investment in subsidiaries 2,541,641 - 2,541,641
Other 118 - 118
2,541,759 - 2,541,759
$2,549,812 $948,000 $3,497,812
</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 $1,572 - $1,572
Paid-in capital 1,585,470 - 1,585,470
Retained earnings 941,652 (52,000) 889,652
Total common stock equity 2,528,694 (52,000) 2,476,694
CURRENT LIABILITIES
Notes payable 21,000 1,000,000 1,021,000
Accounts payable 530 - 530
Accrued taxes (309) - (309)
Accrued interest 154 - 154
21,375 1,000,000 1,021,375
OTHER LIABILITIES
Deferred income taxes (258) (258)
Other 1 1
(257) - (257)
$2,549,812 $948,000 $3,497,812
</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 (52,000) 203,889
Dividends on common stock (255,637) - (255,637)
Other (4,279) - (4,279)
BALANCE SEPTEMBER 30, 1995 $941,652 ($52,000) $889,652
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY CORP.
Pro Forma Journal Entries to Give Effect to the
Borrowing of Up to $1,000,000,000 of Short-term Debt
<S> <C> <C>
Entry No. 1
Cash and temporary cash investments $1,000,000,000
Short-term Debt $1,000,000,000
To record the issuance of $1,000,000,000 of short-term debt.
Entry No. 2
Interest on short-term debt $80,000,000
Cash and temporary investments $80,000,000
To record interest on $1,000,000,000 of short-term debt at 8.00%.
Entry No. 3
Cash and temporary cash investments $28,000,000
Income taxes $28,000,000
To record the reduction in income taxes due to increased interest on short-term debt
($80,000,000 at an assumed tax rate of 35%).
</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> 862,440 1,810,440
<TOTAL-DEFERRED-CHARGES> 1,007,195 1,007,195
<OTHER-ASSETS> 149,085 149,085
<TOTAL-ASSETS> 8,243,931 9,191,931
<COMMON> 1,572 1,572
<CAPITAL-SURPLUS-PAID-IN> 1,585,470 1,585,470
<RETAINED-EARNINGS> 941,652 889,652
<TOTAL-COMMON-STOCKHOLDERS-EQ> 2,528,694 2,476,694
160,000 160,000
227,913 227,913
<LONG-TERM-DEBT-NET> 2,694,676 2,694,676
<SHORT-TERM-NOTES> 284,000 1,284,000
<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> 8,243,931 9,191,931
<GROSS-OPERATING-REVENUE> 2,938,160 2,938,160
<INCOME-TAX-EXPENSE> 190,207 162,207
<OTHER-OPERATING-EXPENSES> 2,237,803 2,237,803
<TOTAL-OPERATING-EXPENSES> 2,428,010 2,400,010
<OPERATING-INCOME-LOSS> 510,150 538,150
<OTHER-INCOME-NET> 7,924 7,924
<INCOME-BEFORE-INTEREST-EXPEN> 518,074 546,074
<TOTAL-INTEREST-EXPENSE> 229,443 309,443
<NET-INCOME> 288,631 236,631
32,742 32,742
<EARNINGS-AVAILABLE-FOR-COMM> 255,889 203,889
<COMMON-STOCK-DIVIDENDS> 255,637 255,637
<TOTAL-INTEREST-ON-BONDS> 215,645 215,645
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 1.62 1.31
<EPS-DILUTED> 1.62 1.31
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-31-1995 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> 2,541,641 2,541,641
<TOTAL-CURRENT-ASSETS> 8,053 956,053
<TOTAL-DEFERRED-CHARGES> 0 0
<OTHER-ASSETS> 118 118
<TOTAL-ASSETS> 2,549,812 3,497,812
<COMMON> 1,572 1,572
<CAPITAL-SURPLUS-PAID-IN> 1,585,470 1,585,470
<RETAINED-EARNINGS> 941,652 889,652
<TOTAL-COMMON-STOCKHOLDERS-EQ> 2,528,694 2,476,694
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 21,000 1,021,000
<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> 2,549,812 3,497,812
<GROSS-OPERATING-REVENUE> 0 0
<INCOME-TAX-EXPENSE> 47 (27,953)
<OTHER-OPERATING-EXPENSES> 923 923
<TOTAL-OPERATING-EXPENSES> 970 (27,030)
<OPERATING-INCOME-LOSS> (970) 27,030
<OTHER-INCOME-NET> 259,393 259,393
<INCOME-BEFORE-INTEREST-EXPEN> 258,423 286,423
<TOTAL-INTEREST-EXPENSE> 2,534 82,534
<NET-INCOME> 255,889 203,889
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 255,889 203,889
<COMMON-STOCK-DIVIDENDS> 255,637 255,637
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0.00 0.00
<EPS-DILUTED> 0.00 0.00
