SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-57
NOTIFICATION OF FOREIGN UTILITY COMPANY STATUS
Filed under section 33(a) of the
Public Utility Holding Company Act of 1935, as amended
Midlands Electricity plc
(Name of foreign utility company)
Cinergy Corp.
(Name of filing company, if filed on behalf of a foreign utility company)
The Commission is requested to mail copies of all communications relating
to this Notification to:
Cheryl M. Foley
Cinergy Corp.
139 East Fourth Street
Cincinnati, Ohio 45202<PAGE>
Cinergy Corp. ("Cinergy"), a Delaware corporation and a registered
holding company under the Public Utility Holding Company Act of 1935, as
amended (the "Act"), hereby notifies the Commission on behalf of Midlands
Electricity plc, a corporation organized under the laws of England
("Midlands"), that Midlands is, and claims status as, a foreign utility
company within the meaning of section 33 of the Act.
Item 1. Name of entity claiming foreign utility company status, its
business address, and a description of the facilities used for the
generation, transmission and distribution of electric energy for sale or
for the distribution at retail of natural or manufactured gas.
Identification, to the extent known, of each person holding 5% or more of
any class of voting securities of the foreign utility company and
description of the amount and nature of the interest.
The name and business address of the company on whose behalf foreign
utility company status is claimed is Midlands Electricity plc, Mucklow
Hill, Halesowen, West Midlands B62 8BP, England.
Midlands is one of twelve regional electricity companies in England.
Midlands' principal assets consist of distribution facilities used to serve
about 2.2 million electric customers in a district 100 miles northeast of
London, which includes Birmingham. The total population served by Midlands
is about five million. Midlands also provides natural gas service to about
8,000 customers and owns interests in three electricity generating
facilities in the UK. Through subsidiaries, Midlands is involved in
related activities, including international development of generating
facilities, energy production, supply and conservation and similar matters.
Midlands has issued and outstanding a single class of capital shares.
As reported in Cinergy's Current Report on Form 8-K dated May 7, 1996
and its Quarterly Report on Form 10-Q for the quarter ended March 31, 1996
(see Commission File No. 1-11377), on May 6, 1996, Cinergy and another
registered holding company, General Public Utilities Corporation ("GPU"),
through indirect wholly-owned subsidiaries, entered into an agreement to
form and own respective 50% interests in Avon Energy Partners Holdings
("Avon Holdings"), a corporation organized under English law for the
purpose of making an offer to purchase outstanding capital shares of
Midlands. Pursuant to that agreement, on May 7, 1996, with the approval
and recommendation of the Midlands board of directors, Avon Energy Partners
plc, a wholly-owned subsidiary of Avon Holdings ("Avon"), announced an
offer ("Offer") to purchase for cash all outstanding capital shares of
Midlands for $6.60 per share, or a total consideration of approximately
$2.59 billion.
As reported in Cinergy's Current Report on Form 8-K dated June 20,
1996, on June 6, 1996, Cinergy and GPU announced that as of such date Avon
had declared the Offer wholly unconditional in all respects, thereby
committing Avon to purchase all outstanding shares of Midlands. As of June
21, 1996, Avon had acquired 114,936,823 shares of Midlands through
open-market purchases and in privately negotiated transactions and had
received acceptances of the Offer from holders representing an additional
246,348,622 shares. Together, these shares constitute 92.04% of the
outstanding capital stock of Midlands.
Item 2. Name of any domestic associate public utility-company and,
if applicable, its holding company, and description of the relationship
between the foreign utility company and such company, and the purchase
price paid by any such domestic associate public-utility company for its
interest in the foreign utility company.
The following domestic public-utility companies, each of which is a
direct or indirect wholly-owned subsidiary of Cinergy, are associate
companies of Midlands: The Cincinnati Gas & Electric Company ("CG&E"), PSI
Energy, Inc., The Union Light, Heat and Power Company ("Union"),
Lawrenceburg Gas Company ("Lawrenceburg"), The West Harrison Gas and
Electric Company ("West Harrison") and Miami Power Corporation ("Miami").
Union, Lawrenceburg, West Harrison and Miami are all direct wholly-owned
subsidiaries of CG&E.
None of the foregoing domestic public-utility companies has made an
investment in or has any contractual relationship with Midlands, nor is any
such investment or contractual relationship contemplated.
<PAGE>
SIGNATURE
The undersigned company has duly caused this statement to be signed on
its behalf by the undersigned thereunto duly authorized.
CINERGY CORP.
By: /s/ William L. Sheafer
Treasurer
Dated: July 2, 1996
