File No. 70-9011
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
__________________________________________
AMENDMENT NO. 3
TO
FORM U-1 APPLICATION-DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
____________________________________________
Cinergy Corp.
Cinergy Investments, Inc.
139 East Fourth Street
Cincinnati, Ohio 45202
(Name of companies filing this statement
and address of principal executive offices)
Cinergy Corp.
(Name of top registered holding company parent)
William L. Sheafer
Vice President and Treasurer
Cinergy Corp.
(address above)
(Name and address of agent of service)
Applicants request that the Commission send copies of all notices, orders
and communications in connection herewith to:
Cheryl M. Foley William T. Baker, Jr.
Vice President, General Counsel Reid & Priest LLP
and Corporate Secretary 40 West 57th Street
Cinergy Corp. New York, New York
(address above) 10019
The application-declaration as previously amended is further amended as
follows:
1. Item 1.D ("Exempt Projects: Opportunities and Risks") is hereby
amended solely to the extent of deleting the second paragraph thereunder in
its entirety and replacing that paragraph with the following text:
"For instance, Cinergy expects that Midlands should
contribute to Cinergy's financial strength and continue
making a positive contribution to Cinergy's revenues and
earnings in the future. Preliminary results bolster this
conviction. The Midlands acquisition added 10 cents
(based on net income of $15.4 million) to Cinergy's 1996
earnings per share of $2.12. On a pro forma basis,
assuming Cinergy had acquired its 50% interest in
Midlands on January 1, 1996, Cinergy's earnings from its
investment in Midlands would have equated to
approximately 18 cents per share for 1996. Earnings from
Midlands also helped to make possible an increase in the
dividend payable on Cinergy common stock, from $1.72 to
$1.80 annualized, which Cinergy's board of directors
approved in October 1996./10/"
2. The following exhibit is filed herewith:
Exhibit I Cinergy Pro-Forma Capitalization
<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: October 22, 1997
CINERGY CORP.
By: /s/William L. Sheafer
Treasurer
CINERGY INVESTMENTS, INC.
By: /s/William L. Sheafer
Treasurer
ENDNOTE
/10/ On May 1, 1997, general elections were held in Great Britain which
resulted in the Labor Party gaining control of the government. On July 2,
1997, the Labor Government announced a windfall profits tax to be levied
against a limited number of British companies including Midlands. The tax
was enacted into law during the third quarter of 1997 and, as a result, in
that quarter Midlands recorded a charge of 134 million pounds sterling (of
which Cinergy's share, based on the exchange rate in effect at the time of
enactment, is $109 million or $0.69 per share). Cinergy's share of the tax
will be recorded as an extraordinary item in Cinergy's consolidated income
statements, commencing with the financial statements filed with Cinergy's
quarterly report on Form 10-Q for the third quarter of 1997.
<PAGE>
<TABLE>
<CAPTION> Cinergy Corp. Capitalization
CINERGY CORP. CAPITALIZATION
Actual
March 31, 1997
<S> <C> <C>
$ Millions Percentage
Debt:
First Mortgage Bonds $ 1,184
Other Long-term Debt 1,466
Short-term Debt 705
3,355 54.4%
Preferred Stock 194 3.2%
Common Equity:
Common Stock 2
Paid-in Capital 1,580
Retained Earnings 1,034
2,616 42.4%
Total Capitalization $ 6,165 100.0%
</TABLE>
The following table sets forth Cinergy's proforma capitalization, assuming
that the entire amount of non-recourse debt applicable to Exempt Entities
(i.e., Midlands) which is attributable to Cinergy's ownership interest
($800 million) is consolidated.
<PAGE>
<TABLE>
<CAPTION>
Pro Forma Table
Pro Forma
March 31, 1997
<S> <C> <C>
$ Millions Percentage
Debt:
First Mortgage Bonds $ 1,184
Other Long-term Debt 2,266
Short-term Debt 705
4,155 59.6%
Preferred Stock 194 2.8%
Common Equity:
Common Stock 2
Paid-in Capital 1,580
Retained Earnings 1,034
2,616 37.6%
Total Capitalization $ 6,965 100.0%
</TABLE>
