SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U5S
ANNUAL REPORT
For the Year Ended December 31, 1996
Filed pursuant to the Public Utility Holding Company Act of 1935 by
Cinergy Corp.
139 East Fourth Street
Cincinnati, Ohio 45202
(Name and address of each registered holding company in the system)
TABLE OF CONTENTS
Item
No. Page_
1 SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31,
1996
2 ACQUISITIONS OR SALES OF UTILITY ASSETS
3 ISSUE, SALE, PLEDGE, GUARANTEE, OR ASSUMPTION OF SYSTEM
SECURITIES
4 ACQUISITION, REDEMPTION, OR RETIREMENT OF SYSTEM SECURITIES
5 INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES
6 OFFICERS AND DIRECTORS
Part I. Name, principal business address, and positions
held as of December 31, 1996
Part II. Financial connections as of December 31, 1996
Part III. Compensation and other related information
7 CONTRIBUTIONS AND PUBLIC RELATIONS
8 SERVICE, SALES, AND CONSTRUCTION CONTRACTS
Part I. Intercompany sales and service
Part II. Contracts to purchase services or goods between
any system company and any affiliate
Part III. Employment of any person by any system company
for the performance on a continuing basis of
management services
9 WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
10 FINANCIAL STATEMENTS AND EXHIBITS
Index to Financial Statements
Exhibits
SIGNATURE
<TABLE>
<CAPTION>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1996
Number of
Common % of Issuer's
Shares Voting Book
Name of Company____________________________________________________ Owned Power Value
(Indentation indicates subsidiary relationship) (dollars in thousands)
<S> <C> <C> <C>
Cinergy Corp. (Cinergy)
The Cincinnati Gas & Electric Company (CG&E) 89,663,086 100 $1,545,815
The Union Light, Heat and Power Company (ULH&P) 585,333 100 120,103
Tri-State Improvement Company (Tri-State) 1,000 100 30,145
Lawrenceburg Gas Company (Lawrenceburg) 10,768 100 6,482
The West Harrison Gas and Electric Company (West Harrison) 2,000 100 317
Miami Power Corporation (Miami) 1,000 100 (5)
KO Transmission Company (KO Transmission) (1) 10 100 544
PSI Energy, Inc. (PSI)(2) 53,913,701 100 1,029,575
PSI Energy Argentina, Inc. (PSI Energy Argentina) 100 100 11,246
South Construction Company, Inc. (South Construction) 10 100 -
Cinergy Investments, Inc. (Investments) (3) (4) 100 100 531,057
CGE ECK, Inc. (CGE ECK)* 10 100 (500)
Cinergy Capital & Trading, Inc. (Capital & Trading) (5) 100 100 (527)
Cinergy Communications, Inc. (Communications) (6) 100 100 -
Cinergy Cooling Corp. (CoolCo) (7) 100 100 (796)
Cinergy Resources, Inc. (Cinergy Resources) 10 100 (1,203)
Cinergy Technology, Inc. (Technology) 100 100 (448)
Cinergy UK, Inc. (Cinergy UK) (8) 1,000 100 528,375
Avon Energy Partners Holdings (8) 330,000,000 50 591,078
Avon Energy Partners PLC (8) 1,701,513,216 100 2,965,711
Midlands Electricity plc (Midlands)(8) 496,655,789 100 2,998,617
Enertech Associates, Inc. (Enertech) (4) 100 100 (14,461)
PSI Argentina, Inc. (Argentina)* (9) 100 100 17,343
Costanera Power Corp. (Costanera)* (9) 100 100 -
PSI International, Inc.* 100 100 -
PSI Power Resource Development, Inc.* 100 100 -
PSI Power Resource Operations, Inc.* 100 100 -
PSI Recycling, Inc. (Recycling)* (3) 100 100 1,524
PSI Sunnyside, Inc.* 100 100 -
PSI T&D International, Inc.* 100 100 -
PSI Yacyreta, Inc.* 100 100 -
Power Equipment Supply Co. (PESCO)* (10) 100 100 4,678
Cinergy Services, Inc. (Services) 50 100 -
<FN>
*Inactive at December 31, 1996.
- -Amounts are less than $1,000.
Notes are on the next page.
</FN>
</TABLE>
<TABLE>
<CAPTION>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1996 (CONTINUED)
Owner's
Book Unsecured
Name of Company____________________________________________________ Value Debt__
(Indentation indicates subsidiary relationship) (dollars in thousands)
Cinergy Corp. (Cinergy)
<S> <C> <C>
The Cincinnati Gas & Electric Company (CG&E) $1,545,815
The Union Light, Heat and Power Company (ULH&P) 120,103
Tri-State Improvement Company (Tri-State) 454 $29,691
Lawrenceburg Gas Company (Lawrenceburg) 6,482
The West Harrison Gas and Electric Company (West Harrison) 317
Miami Power Corporation (Miami) (5)
KO Transmission Company (KO Transmission) (1) 544
PSI Energy, Inc. (PSI)(2) 1,029,575
PSI Energy Argentina, Inc. (PSI Energy Argentina) 11,246
South Construction Company, Inc. (South Construction) -
Cinergy Investments, Inc. (Investments) (3) (4) 531,057
CGE ECK, Inc. (CGE ECK)* (500)
Cinergy Capital & Trading, Inc. (Capital & Trading) (5) (527)
Cinergy Communications, Inc. (Communications) (6) -
Cinergy Cooling Corp. (CoolCo) (7) (796)
Cinergy Resources, Inc. (Cinergy Resources) (1,203)
Cinergy Technology, Inc. (Technology) (448)
Cinergy UK, Inc. (Cinergy UK) (8) 528,375
Avon Energy Partners Holdings (8) 591,078
Avon Energy Partners PLC (8) 2,965,111
Midlands Electricity plc (Midlands)(8) 2,998,617
Enertech Associates, Inc. (Enertech) (4) (14,461)
PSI Argentina, Inc. (Argentina)* (9) 17,343
Costanera Power Corp. (Costanera)* (9) -
PSI International, Inc.* -
PSI Power Resource Development, Inc.* -
PSI Power Resource Operations, Inc.* -
PSI Recycling, Inc. (Recycling)* (3) 1,524
PSI Sunnyside, Inc.* -
PSI T&D International, Inc.* -
PSI Yacyreta, Inc.* -
Power Equipment Supply Co. (PESCO)* (10) 4,678
Cinergy Services, Inc. (Services) -
<FN>
*Inactive at December 31, 1996.
- -Amounts are less than $1,000.
Notes are on the next page.
</FN>
</TABLE>
<PAGE
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1996
(Continued)
(1) KO Transmission acquired an interest in an interstate natural gas
pipeline in June 1996, to which CG&E was entitled as a result of a
settlement with the Columbia Gas Transmission Corp. prior to the Cinergy
merger.
(2) PSI also has voting cumulative preferred stock outstanding at December
31, 1996, as follows:
Class Shares outstanding Vote per share
Par value $100 799,207 1 vote
Par value $25 3,726,637 1/4 vote
(3) Investments sold the assets of Recycling in August 1996.
(4) In 1996, Power International, Inc., formerly Enertech Associates
International, Inc., was renamed Enertech. Enertech was formed to offer
utility management consulting services and pursue investment
opportunities in energy-related areas. In June 1996, Investments sold
what remained of its investment in Beheer-En Belegginsmaatschappij
Bruwabel B.V. (Bruwabel) and its subsidiaries and their assets.
(5) In January 1997, Wholesale Power Services, Inc. was renamed Capital &
Trading. Capital & Trading will be devoted to marketing and brokering
energy commodities to customers nationwide.
(6) Communications, a Delaware corporation, was formed in 1996 to provide
telecommunications services, information services, selling or leasing of
long-haul optic fiber capacity, and energy management services.
(7) CoolCo, incorporated in Ohio in February 1996, was formed to engage in
the district cooling business. The City of Cincinnati awarded an
exclusive franchise that permits CoolCo to construct, install, maintain,
and operate a chilled water system in the downtown business district of
Cincinnati, Ohio. Construction of such system began in the third quarter
of 1996 and commenced operations in April 1997.
(8) Cinergy UK, formerly ME Holdings, Inc., was incorporated in Delaware in
1996. Cinergy UK was formed to hold Cinergy's 50% interest in Avon
Energy Partners Holdings, an unlimited liability company, and its wholly-
owned subsidiary, Avon Energy Partners PLC, a limited liability company
(collectively, Avon Energy). During 1996, Avon Energy acquired all of
the outstanding common stock of Midlands, a United Kingdom (U.K.)
regional electric company. Midlands primarily distributes and supplies
electricity to 2.2 million industrial, commercial, and residential
customers. In addition, Midlands, together with its subsidiaries,
generates power, supplies natural gas to industrial and commercial
customers, and performs electrical contracting services.
(9) As a result of Costanera selling substantially all of its assets in
1995, Argentina and Costanera notified the Federal Energy Regulatory
Commission (FERC) in 1996 that they no longer sought to maintain their
status as exempt wholesale generators (EWG).
(10) PESCO discontinued operations in early 1996.
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS
In 1996, CG&E sold Miami Fort Combustion Turbine Unit #2 for $3,500,000 to
International Trade Management Associates.
In 1996, CG&E entered into a contract for the sale of Miami Fort Combustion
Turbine Unit #1 (Unit #1) for $2,850,000 to International Trade Management
Associates. Final cash payment of $2,350,000 for Unit #1 was escrowed until
1997.
<TABLE>
<CAPTION>
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE, OR ASSUMPTION OF SYSTEM SECURITIES
Principal Amount
Name of Company or Stated Value_ _
Name of Issuer Issuing, Selling, Pledged,
and Pledging, Guaranteeing, Issued Guaranteed, Date of Commission
Title of Issue____ or Assuming Securities_ and Sold or Assumed Transaction Proceeds Authorization_ _
(in thousands)
PSI
<S> <C> <C> <C> <C> <C>
Pollution Control Notes Rule 52 (See certificate
Variable Rate due of notification on
January 1, 2014 and Form U-6B-2 filed on
March 1, 2019 PSI $ 24,600 11/7/96 $24,539 November 12, 1996.)
6.25%, due
December 15, 2005 Rule 52 (See certificate
(Notes are callable of notification on
and/or puttable on Form U-6B-2 filed on
December 15, 1998) PSI 50,000 12/20/96 50,542 January 7, 1997.)
6.35% Debentures due
November 15, 2006
(Redeemable in whole or Rule 52 (See certificate
in part at the option of notification on
of the holders on Form U-6B-2 filed on
November 15, 2000) PSI 100,000 11/21/96 99,500 November 12, 1996.)
</TABLE>
<TABLE>
<CAPTION>
ITEM 4. ACQUISITION, REDEMPTION, OR RETIREMENT OF SYSTEM SECURITIES
Name of Company Principal Extinguished (E) Commission
Acquiring, Number of Amount or Held for Authorization
Name of Issuer Redeeming, or Shares Retired Consideration Further or
and Title of Issue___ Retiring Securities Redeemed_ (thousands) (thousands)_ Disposition (D)_ Exemption__
<S> <C> <C> <C> <C> <C> <C>
CG&E
First Mortgage Bonds
10.20% Series CG&E $ 5,000 $ 5,050 E Rule 42
10 20% Series CG&E 131,500 131,500 E Rule 42
Cumulative Preferred Stock
Par value $100 per share
4% Series CG&E 1/ 100,165 10,016 2/ E Rule 42
4 3/4% Series CG&E 1/ 88,379 8,838 2/ E Rule 42
7 7/8% Series CG&E 1/ 800,000 80,000 2/ E Rule 42
7 3/8% Series CG&E 1/ 800,000 80,000 2/ E Rule 42
ULH&P
First Mortgage Bonds
10.25% Series ULH&P 15,000 15,648 E Rule 42
9 1/2% Series ULH&P 10,000 10,435 E Rule 42
PSI
First Mortgage Bonds
Series BB, 6 5/8% PSI 5,000 5,000 E Rule 42
Series RR, 9 3/4% PSI 50,000 50,000 E Rule 42
Pollution Control Notes
5 3/4% Series PSI 19,600 19,600 E Rule 42
Cumulative Preferred Stock
Par value $100 per share
3 1/2% Series PSI 276 29 13 E Rule 42
7.44% Series PSI 591,288 14,782 15,103 E Rule 42
<FN>
1/ During the third quarter of 1996, CG&E's parent company, Cinergy Corp., commenced an offer to purchase any and all outstanding
shares of preferred stock of CG&E. Through this tender offer, Cinergy purchased 100,165 shares of the 4.00% Series, 88,379
shares of the 4.75% Series, and all of the outstanding shares of the 7.875% Series and the 7.375% Series. Cinergy made a
capital contribution to CG&E of the shares it acquired and CG&E cancelled the shares. (See Rel. No. 35-26569, September
11, 1996.)
2/ Total consideration paid for the CG&E preferred stock reacquisition was $197 million. This amount includes the cost of
reacquiring the preferred stock, totaling $18 million, which represents the difference between the par value of the
preferred stock purchased and the price paid, including fees paid to tender agents.
</FN>
</TABLE>
<PAGE
<TABLE>
<CAPTION>
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES
Aggregate Amount of Investments Number of
1. Name of in Persons (Entities) Operating in Persons Description of
Company Retail Service Area of Owner___ (Entities) __ Persons
(Entities)(1)________________________
(in thousands)
<C> <C> <C> <C>
CG&E $ 80 3 Limited partnerships which own, rehabilitate, and maintain
apartment buildings for low income housing
CG&E 1,131 2 Limited partnerships which invest in small and minority- or
female-owned businesses
CG&E 15 1 Community improvement fund
CG&E 833 1 Limited liability corporation which invests in projects relating
to downtown Cincinnati
ULH&P 2 2 Economic development corp.
PSI 4,035 3 Limited partnerships which make long-term investments in Indiana
and other mid-western businesses
PSI 525 1 Limited partnership which invests in start-up companies
PSI 4 1 Oil company
PSI 5 1 Economic development corp.
PSI 8 1 Retail department store
PSI 38 1 Retail department store
PSI 138 1 Manufacturer of construction materials
PSI 1 1 Economic development corp.
PSI 6 1 Drug store/pharmacy
PSI 4 1 Owns and operates hotels
PSI 3 1 Economic development corp.
PSI 1 1 Economic development corp.
PSI 1 6(2) Economic development corp., country clubs, jeweler, barge company,
and bus company
Investments 833 1 Limited liability corporation which invests in projects relating
to downtown Cincinnati
Technology 833 1 Limited liability corporation which invests in projects relating
to downtown Cincinnati
Cinergy 834 1 Limited liability corporation which invests in projects relating
to downtown Cincinnati
<FN>
(1) All of PSI's investments in securities, except for its partnership interests, represent bankruptcy distributions
applicable to obligations of customers incurred in the ordinary course of business.
(2) Represents small ownership interest in six unrelated companies.
</FN>
</TABLE>
<TABLE>
<CAPTION>
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES (Continued)
2. Securities not included in Item 5, No. 1:
Owner's
Name of Name of Description Number of % of Nature of Book Value
Company Issuer_______ of Security____ Shares__ Voting Power Business__________ (in thousands)
<S> <C> <C> <C> <C> <C> <C>
Ohio Valley
CG&E Electric Corp. Common stock 9,000 9% Public Utility $ 900
Circle
PSI Center Mall Limited partnership N/A 4.2% Shopping Mall 3,015
Refurbish and
EMC Technologies, manufacture large
PSI Inc. Preferred stock 3,483 (2) electrical equipment 4
Invests in minority-owned
PSI Lynx Capital Corp. Stock 25 (2) businesses 127
Limited liability Czech Republic
CGE ECK ECK s.r.o. corporation N/A 3% generating facility -(1)
<FN>
(1) This investment was written off in 1994. CGE ECK has entered into a contract to sell this interest.
(2) Not available.
(3) Pursuant to an Order issued August 28, 1996 (Release No. 35-26562) Cinergy acquired a limited partnership interest in Nth
Power Technology Fund I, L.P. For more information with respect to Cinergy's investment, see Rule 24 Certificate in File
No. 70-8867 filed December 2, 1996.
</FN>
</TABLE>
ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1996
Part I
POSITION HELD AT
NAME (ADDRESS)* DECEMBER 31, 1996*
Cinergy
Neil A. Armstrong (a) D
James K. Baker (c) D
Michael G. Browning (d) D
Phillip R. Cox (e) D
Kenneth M. Duberstein (f) D
John A. Hillenbrand II (g) D
George C. Juilfs (h) D
Melvin Perelman, Ph.D. (i) D
Thomas E. Petry (j) D
Jackson H. Randolph (a) D,CM
James E. Rogers (a) D,VCM,P,CEO
John J. Schiff, Jr. (k) D
Philip R. Sharp, Ph.D. (l) D
Van P. Smith (m) D
Dudley S. Taft (n) D
Oliver W. Waddell (o) D
Cheryl M. Foley (a) VP,GC,S
William J. Grealis (a) VP
J. Joseph Hale, Jr. (a) VP
M. Stephen Harkness (b) VP
Elizabeth K. Lanier (a) VP
J. Wayne Leonard (a) GVP,CFO
Jerry W. Liggett (a) VP
John M. Mutz (b) VP
Stephen G. Salay (a) GVP
Michael M. Sample (b) VP
William L. Sheafer (a) T
Larry E. Thomas (a) GVP,CTO
Wendy L. Aumiller (a) AT
Charles J. Winger (a) C
John P. Steffen (a) AC
John E. Polley (b) AS
Jerome A. Vennemann (a) AS
Services
Jackson H. Randolph (a) D,CM
James E. Rogers (a) D,VCM,P,CEO
Cheryl M. Foley (a) D,VP,GC,S
William J. Grealis (a) D,VP
J. Joseph Hale, Jr. (a) VP
M. Stephen Harkness (b) VP
Elizabeth K. Lanier (a) VP
J. Wayne Leonard (a) D,GVP,CFO
Jerry W. Liggett (a) VP
John M. Mutz (b) VP
Stephen G. Salay (a) D,GVP
* Address codes and position descriptions are listed on page 20.
ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1996 (Continued)
Part I
POSITION HELD AT
NAME (ADDRESS)* DECEMBER 31, 1996*
Services (Continued)
Michael M. Sample (b) VP
William L. Sheafer (a) T
Larry E. Thomas (a) D,GVP,CTO
Wendy L. Aumiller (a) AT
Charles J. Winger (a) C
John P. Steffen (a) AC
John E. Polley (b) AS
Jerome A. Vennemann (a) AS
CG&E
Jackson H. Randolph (a) D,CM
James E. Rogers (a) D,VCM,CEO
William J. Grealis (a) D,P
Cheryl M. Foley (a) VP,GC,S
Elizabeth K. Lanier (a) VP
J. Wayne Leonard (a) GVP,CFO
Stephen G. Salay (a) GVP
Larry E. Thomas (a) GVP,CTO
William L. Sheafer (a) T
Wendy L. Aumiller (a) AT
Charles J. Winger (a) C
John P. Steffen (a) AC
John E. Polley (b) AS
Jerome A. Vennemann (a) AS
ULH&P
Jackson H. Randolph (a) D,CM
James E. Rogers (a) D,VCM,CEO
William J. Grealis (a) D,P
Cheryl M. Foley (a) D,VP,GC,S
Elizabeth K. Lanier (a) VP
J. Wayne Leonard (a) D,GVP,CFO
Stephen G. Salay (a) D
Larry E. Thomas (a) D,GVP,CTO
William L. Sheafer (a) T
Wendy L. Aumiller (a) AT
Charles J. Winger (a) C
John P. Steffen (a) AC
John E. Polley (b) AS
Jerome A. Vennemann (a) AS
* Address codes and position descriptions are listed on page 20.
ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1996 (Continued)
Part I
POSITION HELD AT
NAME (ADDRESS)* DECEMBER 31, 1996*
Tri-State
Jackson H. Randolph (a) D,CM
James E. Rogers (a) D,VCM,CEO
William J. Grealis (a) D,P
Cheryl M. Foley (a) VP,GC,S
J. Wayne Leonard (a) D,GVP,CFO
Larry E. Thomas (a) D,GVP,CTO
William L. Sheafer (a) T
Wendy L. Aumiller (a) AT
Charles J. Winger (a) C
John P. Steffen (a) AC
John E. Polley (b) AS
Jerome A. Vennemann (a) AS
Lawrenceburg
Jackson H. Randolph (a) D,CM
James E. Rogers (a) D,VCM,CEO
William J. Grealis (a) P
Cheryl M. Foley (a) VP,GC,S
J. Wayne Leonard (a) GVP,CFO
Larry E. Thomas (a) GVP,CTO
John M. Mutz (b) D
William L. Sheafer (a) T
Wendy L. Aumiller (a) AT
Charles J. Winger (a) C
John P. Steffen (a) AC
John E. Polley (b) AS
Jerome A. Vennemann (a) AS
Vincent E. Andres (a) D
Bernard L. Huff (a) D
West Harrison
Jackson H. Randolph (a) D,CM
James E. Rogers (a) D,VCM,CEO
William J. Grealis (a) P
Cheryl M. Foley (a) VP,GC,S
J. Wayne Leonard (a) GVP,CFO
Larry E. Thomas (a) GVP,CTO
John M. Mutz (b) D
William L. Sheafer (a) T
Wendy L. Aumiller (a) AT
Charles J. Winger (a) C
John P. Steffen (a) AC
John E. Polley (b) AS
Jerome A. Vennemann (a) AS
Vincent E. Andres (a) D
Bernard L. Huff (a) D
* Address codes and position descriptions are listed on page 20.
ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1996 (Continued)
Part I
POSITION HELD AT
NAME (ADDRESS)* DECEMBER 31, 1996*
Miami
Jackson H. Randolph (a) D,CM
James E. Rogers (a) D,VCM,CEO
William J. Grealis (a) P
Cheryl M. Foley (a) VP,GC,S
J. Wayne Leonard (a) GVP,CFO
Larry E. Thomas (a) GVP,CTO
John M. Mutz (b) D
William L. Sheafer (a) T
Wendy L. Aumiller (a) AT
Charles J. Winger (a) C
John P. Steffen (a) AC
John E. Polley (b) AS
Jerome A. Vennemann (a) AS
Vincent E. Andres (a) D
Bernard L. Huff (a) D
KO Transmission
Jackson H. Randolph (a) D,CM
James E. Rogers (a) D,VCM,CEO
William J. Grealis (a) D,P
Cheryl M. Foley (a) D,VP,GC,S
J. Wayne Leonard (a) GVP,CFO
Larry E. Thomas (a) GVP,CTO
William L. Sheafer (a) T
Wendy L. Aumiller (a) AT
Charles J. Winger (a) C
John P. Steffen (a) AC
John E. Polley (b) AS
Jerome A. Vennemann (a) AS
PSI
James K. Baker (c) D
Michael G. Browning (d) D
John A. Hillenbrand II (g) D
John M. Mutz (b) D,P
Jackson H. Randolph (a) D,CM
James E. Rogers (a) D,VCM,CEO
Van P. Smith (m) D
Cheryl M. Foley (a) VP,GC,S
Elizabeth K. Lanier (a) VP
J. Wayne Leonard (a) GVP,CFO
Stephen G. Salay (a) GVP
Larry E. Thomas (a) GVP,CTO
William L. Sheafer (a) T
Wendy L. Aumiller (a) AT
* Address codes and position descriptions are listed on page 20.
ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1996 (Continued)
Part I
POSITION HELD AT
NAME (ADDRESS)* DECEMBER 31, 1996*
PSI (Continued)
Charles J. Winger (a) C
John P. Steffen (a) AC
Ronald J. Brothers (b) AS
John E. Polley (b) AS
Jerome A. Vennemann (a) AS
PSI Energy Argentina
Jackson H. Randolph (a) D
James E. Rogers (a) D
William J. Grealis (a) D,P
Cheryl M. Foley (a) D,S
J. Wayne Leonard (a) VP
William L. Sheafer (a) T
Charles J. Winger (a) C
Jerome A. Vennemann (a) AS
South Construction
Jackson H. Randolph (a) D
James E. Rogers (a) D
John M. Mutz (b) D,P
Cheryl M. Foley (a) D,S
J. Wayne Leonard (a) VP
William L. Sheafer (a) T
Charles J. Winger (a) C
Jerome A. Vennemann (a) AS
Investments
Jackson H. Randolph (a) D,CM
James E. Rogers (a) D,VCM,CEO
William J. Grealis (a) D,P
Cheryl M. Foley (a) D,VP,GC,S
J. Wayne Leonard (a) D,VP,CFO
Stephen G. Salay (a) D
John M. Mutz (b) D
William L. Sheafer (a) T
Charles J. Winger (a) C
Jerome A. Vennemann (a) AS
* Address codes and position descriptions are listed on page 20
ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1996 (Continued)
Part I
POSITION HELD AT
NAME (ADDRESS)* DECEMBER 31, 1996*
CGE ECK
Jackson H. Randolph (a) D
James E. Rogers (a) D
William J. Grealis (a) D,P
Cheryl M. Foley (a) D,S
J. Wayne Leonard (a) VP
William L. Sheafer (a) T
Charles J. Winger (a) C
Jerome A. Vennemann (a) AS
Cinergy Resources
Jackson H. Randolph (a) D
James E. Rogers (a) D
William J. Grealis (a) D,P
Cheryl M. Foley (a) D,S
J. Wayne Leonard (a) VP
William L. Sheafer (a) T
Charles J. Winger (a) C
Jerome A. Vennemann (a) AS
Argentina
Jackson H. Randolph (a) D
James E. Rogers (a) D
William J. Grealis (a) D,P
Cheryl M. Foley (a) D,S
J. Wayne Leonard (a) VP
William L. Sheafer (a) T
Charles J. Winger (a) C
Jerome A. Vennemann (a) AS
Costanera
Jackson H. Randolph (a) D
James E. Rogers (a) D
William J. Grealis (a) D,P
Cheryl M. Foley (a) D,S
J. Wayne Leonard (a) VP
William L. Sheafer (a) T
Charles J. Winger (a) C
Jerome A. Vennemann (a) AS
* Address codes and position descriptions are listed on page 20
ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1996 (Continued)
Part I
POSITION HELD AT
NAME (ADDRESS)* DECEMBER 31, 1996*
Technology
Jackson H. Randolph (a) D
James E. Rogers (a) D
William J. Grealis (a) D,P
Cheryl M. Foley (a) D,S
J. Wayne Leonard (a) VP
John M. Mutz (b) VP
William L. Sheafer (a) T
Charles J. Winger (a) C
Jerome A. Vennemann (a) AS
PSI International, Inc.
Jackson H. Randolph (a) D
James E. Rogers (a) D
William J. Grealis (a) D,P
Cheryl M. Foley (a) D,S
J. Wayne Leonard (a) VP
William L. Sheafer (a) T
Charles J. Winger (a) C
Jerome A. Vennemann (a) AS
PSI Power Resource Development, Inc.
Jackson H. Randolph (a) D
James E. Rogers (a) D
William J. Grealis (a) D,P
Cheryl M. Foley (a) D,S
J. Wayne Leonard (a) VP
William L. Sheafer (a) T
Charles J. Winger (a) C
Jerome A. Vennemann (a) AS
PSI Power Resource Operations, Inc.
Jackson H. Randolph (a) D
James E. Rogers (a) D
William J. Grealis (a) D,P
Cheryl M. Foley (a) D,S
J. Wayne Leonard (a) VP
William L. Sheafer (a) T
Charles J. Winger (a) C
Jerome A. Vennemann (a) AS
* Address codes and position descriptions are listed on page 20
ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1996 (Continued)
Part I
POSITION HELD AT
NAME (ADDRESS)* DECEMBER 31, 1996*
Recycling
Jackson H. Randolph (a) D
James E. Rogers (a) D
William J. Grealis (a) D,P
Cheryl M. Foley (a) D,S
J. Wayne Leonard (a) VP
William L. Sheafer (a) T
Charles J. Winger (a) C
Jerome A. Vennemann (a) AS
PSI Sunnyside, Inc.
Jackson H. Randolph (a) D
James E. Rogers (a) D
William J. Grealis (a) D,P
Cheryl M. Foley (a) D,S
J. Wayne Leonard (a) VP
William L. Sheafer (a) T
Charles J. Winger (a) C
Jerome A. Vennemann (a) AS
PSI T&D International, Inc.
Jackson H. Randolph (a) D
James E. Rogers (a) D
William J. Grealis (a) D,P
Cheryl M. Foley (a) D,S
J. Wayne Leonard (a) VP
William L. Sheafer (a) T
Charles J. Winger (a) C
Jerome A. Vennemann (a) AS
PSI Yacyreta, Inc.
Jackson H. Randolph (a) D
James E. Rogers (a) D
William J. Grealis (a) D,P
Cheryl M. Foley (a) D,S
J. Wayne Leonard (a) VP
William L. Sheafer (a) T
Charles J. Winger (a) C
Jerome A. Vennemann (a) AS
* Address codes and position descriptions are listed on page 20.
ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1996 (Continued)
Part I
POSITION HELD AT
NAME (ADDRESS)* DECEMBER 31, 1996*
PESCO
Jackson H. Randolph (a) D
James E. Rogers (a) D
William J. Grealis (a) D,P
Cheryl M. Foley (a) D,S
J. Wayne Leonard (a) VP
William L. Sheafer (a) T
Charles J. Winger (a) C
Jerome A. Vennemann (a) AS
Enertech
Jackson H. Randolph (a) D
James E. Rogers (a) D
William J. Grealis (a) P
Cheryl M. Foley (a) S
J. Wayne Leonard (a) VP
William L. Sheafer (a) T
Charles J. Winger (a) C
Jerome A. Vennemann (a) AS
Scott A. Haag (a) D
Barry E. Pulskamp (a) D
John J. Roebel (a) D
Capital & Trading
Jackson H. Randolph (a) D
James E. Rogers (a) D
J. Wayne Leonard (a) D,P
Cheryl M. Foley (a) D,VP,S
William L. Sheafer (a) T
Charles J. Winger (a) C
Jerome A. Vennemann (a) AS
Communications
Jackson H. Randolph (a) D
James E. Rogers (a) D
William J. Grealis (a) D,P
Cheryl M. Foley (a) D,S
J. Wayne Leonard (a) VP
William L. Sheafer (a) T
Charles J. Winger (a) C
Jerome A. Vennemann (a) AS
* Address codes and position descriptions are listed on page 20.
ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1996 (Continued)
Part I
POSITION HELD AT
NAME (ADDRESS)* DECEMBER 31, 1996*
CoolCo
Jackson H. Randolph (a) D
James E. Rogers (a) D
William J. Grealis (a) D,P
Cheryl M. Foley (a) D,S
J. Wayne Leonard (a) VP
William L. Sheafer (a) T
Charles J. Winger (a) C
Jerome A. Vennemann (a) AS
Cinergy UK
James E. Rogers (a) D,CEO
Cheryl M. Foley (a) D,P,S
William J. Grealis (a) VP
J. Wayne Leonard (a) D,VP
William L. Sheafer (a) T
Charles J. Winger (a) C
Jerome A. Vennemann (a) AS
Avon Energy Partners Holdings
James E. Rogers (a) D,VCM
Cheryl M. Foley (a) D
J. Wayne Leonard (a) D
Avon Energy Partners PLC
James E. Rogers (a) D,VCM
Cheryl M. Foley (a) D
J. Wayne Leonard (a) D
Midlands Electricity plc
James E. Rogers (a) D,VCM
Cheryl M. Foley (a) D
J. Wayne Leonard (a) D
* Address codes and position descriptions are listed on page 20.
ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1996 (Continued)
Part I
Address Codes:
(a) 139 East Fourth Street, Cincinnati, Ohio 45202
(b) 1000 East Main Street, Plainfield, Indiana 46168
(c) One Noblitt Plaza, Columbus, Indiana 47202
(d) 251 North Illinois, Suite 200, Indianapolis, Indiana 46204
(e) 105 East Fourth Street, Suite 600, Cincinnati, Ohio 45202
(f) 2100 Pennsylvania Avenue, N.W., Suite 350, Washington, D.C. 20037
(g) 324 Mitchell Avenue, Batesville, Indiana 47006
(h) One Riverfront Place, Newport, Kentucky 41071
(i) 8751 Jaffa Court, E. Drive, Apt. 16, Indianapolis, Indiana 46260
(j) 580 Walnut Street, P.O. Box 779, Cincinnati, Ohio 45201
(k) P.O. Box 145496, Cincinnati, Ohio 45250-5496
(l) 79 JFK Street, Cambridge, Massachusetts 02138
(m) 123 East Adams Street, Muncie, Indiana 47305
(n) 312 Walnut Street, Suite 3550, Cincinnati, Ohio 45202
(o) P.O. Box 1038, 425 Walnut Street, Cincinnati, Ohio 45201-1038
Positions are indicated by the following symbols:
AC Assistant Comptroller
AS Assistant Secretary
AT Assistant Treasurer
C Comptroller
CEO Chief Executive Officer
CFO Chief Financial Officer
CM Chairman of the Board
CTO Chief Transformation Officer
D Director
GC General Counsel
GVP Group Vice President
P President
S Secretary
T Treasurer
VCM Vice Chairman
VP Vice President
<TABLE>
<CAPTION>
ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1996 (Continued)
Part II
Name of Officer Name and Location Position Held in Applicable
or Director of Financial Institution Financial Institution Exemption Rule
<S> <C> <C> <C>
James K. Baker First Chicago NBD Corp. Director 70(b),(d)
Chicago, Illinois
Phillip R. Cox Cincinnati Office of the Director 70(h)
Federal Reserve Bank
of Cleveland
Cleveland, Ohio
PNC Bank, Ohio, N.A. Director 70(a)
Cincinnati, Ohio
John A. Hillenbrand II National City Bank Director 70(a),(c)
Indianapolis, Indiana
George C. Juilfs Cincinnati Office of the Chairman, Director 70(h)
Federal Reserve Bank
of Cleveland
Cleveland, Ohio
John M. Mutz National City Bank Director 70(c),(e),(f)
Indianapolis, Indiana
Thomas E. Petry Star Banc Corporation Director 70(a)
Cincinnati, Ohio
Star Bank, N.A. Director 70(a)
Cincinnati, Ohio
Jackson H. Randolph PNC Bank Corp. Director 70(b),(d),
Pittsburgh, Pennsylvania (e),(f)
PNC Bank, Ohio, N.A. Director 70(a),(c),
Cincinnati, Ohio (e),(f)
James E. Rogers Fifth Third Bancorp Director 70(a),(c),
Cincinnati, Ohio (e),(f)
The Fifth Third Bank Director 70(a),(c),
Cincinnati, Ohio (e),(f)
John J. Schiff, Jr. Fifth Third Bancorp Director 70(a)
Cincinnati, Ohio
The Fifth Third Bank Director 70(a)
Cincinnati, Ohio
Dudley S. Taft Fifth Third Bancorp Director 70(a)
Cincinnati, Ohio
The Fifth Third Bank Director 70(a)
Cincinnati, Ohio
Oliver W. Waddell Star Banc Corporation Director 70(a)
Cincinnati, Ohio
Star Bank, N.A. Director 70(a)
Cincinnati, Ohio
</TABLE>
ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 1996 (Continued)
Part III
(a) and (e) Directors' and Executive Officers' Compensation and Participation
in Bonus and Profit-Sharing Arrangements and Other Benefits
For information concerning compensation of directors and executive officers
and their participation in bonus and profit-sharing and other benefits, see
the disclosures made in the:
1997 Cinergy Proxy Statement (Proxy Statement*), pages 8 through 9 and
pages 11 through 23, for Cinergy and Investments and subsidiaries.
1996 Annual Report on Form 10-K (Form 10-K), pages 150 through 151, for
CG&E and subsidiaries.
1997 PSI Information Statement (Information Statement*), pages 6 through
18 (as supplemented in Exhibit F-8), for PSI and subsidiaries.
(b) Directors' and Executive Officers' Interests in Securities of System
Companies
For information concerning interests in system companies, see the disclosures
(as supplemented in Exhibit F-8) made in the:
Proxy Statement, page 10, for Cinergy and Investments and subsidiaries.
Form 10-K, page 152, for CG&E and subsidiaries.
Information Statement, pages 2 and 3, for PSI and subsidiaries.
(c) Directors' and Executive Officers' Contracts and Transactions with System
Companies
For information concerning contracts and transactions with system companies,
see the disclosures made in the:
Proxy Statement, pages 20 through 22, for Cinergy and Investments and
subsidiaries.
Information Statement, pages 16 through 18, for PSI and subsidiaries.
(d) Indebtedness of Directors or Executive Officers to System Companies
None
(f) Directors' and Executive Officers' Rights to Indemnity
The state laws under which each of Cinergy and its domestic direct and
indirect subsidiaries is incorporated provide broadly for indemnification of
directors and officers against claims and liabilities against them in their
capacities as such. Each of such company's articles of incorporation,
charters, by-laws, or regulations identifying these rights to indemnify are
incorporated by reference or contained herein as exhibits.
*The Proxy Statement and Information Statement are hereby incorporated by
reference (see File Nos. 1-11377 and 1-3543, respectively).
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS
(1) None(1)
(1) Cinergy and PSI have established separate segregated funds or
political action committees and have incurred
certain costs in the administration of these committees in accordance
with the provisions of the Federal Election Campaign Act.
(2)
<TABLE>
<CAPTION>
Name of Company Name of Recipient or Beneficiary Purpose Account Charged* Amount
<S> <C> <C> <C> <C>
Cinergy Less than $10,000 - 1 beneficiary Support (1) $500
$500
CG&E Citizens for a Major League Future Support (1) $15,000
Citizens for Childrens Services of Hamilton Co. Support (1) 13,000
Edison Electric Institute Dues, fees, support (2) 21,744
Greater Cincinnati Chamber of Commerce Dues, fees, support (2) 143,639
Institute on Advanced Manufacturing Science, Inc. Dues and fees (2) 71,334
Ohio Gas Association Dues and fees (2) 15,257
Over-the Rhine Foundation Support (2) 10,000
Less than $10,000 - 36 beneficiaries Dues, fees, support (1), (2) 67,191
$357,165
ULH&P Northern Kentucky Chamber of Commerce Dues, fees, support (2) $10,729
Less than $10,000 - 15 beneficiaries Dues, fees, support (2) 25,221
$35,950
PSI Alliance for Growth and Progress, Inc. Dues, fees, support (1), (2) $22,055
Edison Electric Institute Dues, fees, support (2) 32,860
Electric League of Indiana, Inc. Dues and fees (2) 10,100
Indiana Chamber of Commerce Support (2) 25,250
Indiana Department of Commerce Support (2) 35,000
Voices For I-69 Support (2) 10,000
Less than $10,000 - 27 beneficiaries Dues, fees, support (1), (2), (3) 30,125
$165,390
<FN>
*Account Charged:
(1) Income deduction
(2) Operating expense
(3) Other balance sheet accounts
</FN>
</TABLE>
<TABLE>
<CAPTION>
ITEM 8. SERVICE, SALES, AND CONSTRUCTION CONTRACTS
Part I
In Effect
Dec. 31,
Serving Receiving Date of 1996
Transaction Company Company Compensation Contract (Yes or No)
(in thousands)
<S> <C> <C> <C> <C> <C>
Propane plant and underground storage cavern ULH&P CG&E $238 5/23/61 Yes
Process and sale of recyclable materials Recycling PSI 125 8/1/95 No
Process and sale of recyclable materials Recycling CG&E 100 7/31/95 No
</TABLE>
<TABLE>
<CAPTION>
ITEM 8 SERVICE, SALES, AND CONSTRUCTION CONTRACTS(Continued)
Part I
Serving Receiving
Transaction Company Company Compensation
(in thousands)
<S> <C> <C> <C>
Customer relations services(1) CG&E Lawrenceburg 27
ULH&P 2,396
West Harrison 19
Gas and/or electric operations(1) CG&E ULH&P 813
West Harrison 25
Miami 4
</TABLE>
Part II
None
Part III
In 1996, Barr Devlin Associates was retained to perform financial advisory
services and received total consideration during the year of $201 thousand.
(1) Pursuant to Rel. No. 35-26146, dated October 21, 1994.
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
Part I
(a) PSI Energy Argentina
PSI Energy Argentina is a foreign utility company (FUCO).
PSI Energy Argentina, an Indiana corporation, owns a 2% interest in
Distrilec Invesora, S.A., which owns a 51% interest in Edesur S.A.,
an electric-distribution network serving the southern half of the
city of Buenos Aires, Argentina.
The business address of PSI Energy Argentina is 251 North Illinois
Street, Suite 1410, Indianapolis, Indiana 46204.
Midlands
Midlands is also a FUCO.
Cinergy indirectly owns 50% of Midlands, a corporation organized
under the laws of England, which serves approximately 2.2 million
customers in mid-central England. One of twelve regional electric
companies in England, Midlands is primarily a distribution company,
purchasing most of its electricity requirements from third party
generators.
The business address of Midlands is Mucklow Hill, Halesowen, West
Midlands B628BP.
(b) PSI Energy Argentina
PSI holds 100 shares of PSI Energy Argentina's no par value common
stock. At December 31, 1996, PSI's equity investment in PSI Energy
Argentina was $11 million.
Cinergy has neither directly nor indirectly guaranteed any
securities of PSI Energy Argentina. PSI Energy Argentina has no
debt or other financial obligations outstanding.
No Cinergy subsidiary company, that is not a FUCO or EWG,
transferred any assets to PSI Energy Argentina.
Midlands
Avon Energy holds all of Midlands common stock. At December 31,
1996, Cinergy's equity investment in Midlands was $503 million.
The total consideration paid by Avon Energy was approximately 1.7
billion pounds sterling ($2.6 billion at then existing currency
exchange rates). The funds for the acquisition were obtained from
Cinergy's and GPU's investment in Avon Energy of approximately 330
million pounds sterling each ($500 million each), with the remainder
being obtained by Avon Energy through the issuance of non-recourse
debt. Cinergy has used dollar denominated debt to finance its
entire $503 million equity investment in Midlands, with Cinergy
initially borrowing $471 million under a bank credit facility and
Cinergy UK initially borrowing $32 million under a separate bank
credit facility. The lenders under the latter facility have
recourse solely to Cinergy UK and its assets for repayment of
borrowings thereunder.
Cinergy has neither directly nor indirectly guaranteed any
securities of Midlands.
No Cinergy subsidiary company, that is not a FUCO or EWG,
transferred any assets to Midlands.
(c) PSI Energy Argentina
PSI Energy Argentina had no debt outstanding at December 31, 1996.
Earnings for the year ended December 31, 1996, were $541 thousand
for PSI Energy Argentina.
Midlands
Filed pursuant to Rule 104(b).
(d) PSI Energy Argentina and Midlands
Non-utility service agreement, as amended, among Cinergy, non-
utility subsidiaries of Cinergy, and Services. (Pursuant to Rel.
No. 35-26662, dated 2-7-97.)
In 1996, Services rendered accounting, executive, financial, legal
and tax services to PSI Energy Argentina in the amount of $123,000.
Other Services
PSI rendered marketing and corporate development services to PSI
Energy Argentina during 1996 in the amount of $1,000. (Pursuant to
Rel. No. 35-25674, dated 11-13-92.)
No services were provided to Midlands during 1996.
Part II PSI Energy Argentina and Midlands
See Exhibits H-1, I-1, and I-2.
Part III PSI Energy Argentina and Midlands
Cinergy had an aggregate investment of $487 million in FUCOs at
December 31, 1996. The ratio of Cinergy's aggregate investment in
FUCOs to its investment in domestic public utility subsidiary
companies is 19%.
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS
Consolidating Financial Statements, Schedules, and Notes
- - Notes 1 through 16 to the Financial Statements are incorporated
herein by reference, in Exhibit A (page 29), in the Cinergy Annual
Report on Form 10-K for 1996 (Item 8. Financial Statements and
Supplementary Data).
- - Notes 1 through 16 to the Financial Statements are incorporated
herein by reference, in Exhibit A (page 29), in the CG&E Annual
Report on Form 10-K for 1996 (Item 8. Financial Statements and
Supplementary Data).
- - Notes 1 through 16 to the Financial Statements are incorporated
herein by reference, in Exhibit A (page 29), in the PSI Annual
Report on Form 10-K for 1996 (Item 8. Financial Statements and
Supplementary Data).
- - Notes 1 through 16 to the Financial Statements are incorporated
herein by reference, in Exhibit A (page 29), in the ULH&P Annual
Report on Form 10-K for 1996 (Item 8. Financial Statements and
Supplementary Data).
Exhibits
- - F-1 Report of Independent Public Accountants.
- - F-2 Consolidating Financial Statements of Cinergy for 1996.
- - F-3 Consolidating Financial Statements of CG&E for 1996.
- - F-4 Consolidating Financial Statements of Investments for 1996.
- - F-5 Consolidating Financial Statements of PSI for 1996.
- - F-6 Consolidating Financial Statements of Cinergy UK for 1996.
(Filed pursuant to Rule 104(b).)
- - F-7 Item 6. Part III - Supplemental Information Regarding Compensation and
Security Ownership of Officers and Directors of System Companies.
- - H-1 Organizational chart showing the relationship of PSI Energy Argentina
and Midlands to other system companies.
- - I-1 Audited Financial Statements of PSI Energy Argentina at or for the year
ended December 31, 1996.
- - I-2 Audited Financial Statements of Midlands at or for the year ended
March 31, 1996. (Exhibit to Cinergy's June 6, 1996, Form 8-K/A in File
No. 1-11377.)
ITEM 10. EXHIBITS
Copies of the documents listed below which are identified with an
asterisk (*) have heretofore been filed with the SEC and are incorporated
herein by reference and made a part hereof. Exhibits not so identified
are filed herewith unless otherwise stated.
EXHIBIT
DESIGNATION NATURE OF EXHIBIT
A-1 *Annual Report of Cinergy on Form 10-K for the year ended
December 31, 1996. (File No. 1-11377.)
A-2 Annual Report to Shareholders for Cinergy for the year
ended December 31, 1996. (Filed under cover of Form SE.)
A-3 *Annual Report of CG&E on Form 10-K for the year ended
December 31, 1996. (File No. 1-1232.)
A-4 *Annual Report of PSI on Form 10-K for the year ended
December 31, 1996. (File No. 1-3543.)
A-5 *Annual Report of ULH&P on Form 10-K for the year ended
December 31, 1996. (File No. 2-7793.)
B-1 *Certificate of Incorporation of Cinergy. (Exhibit to
Cinergy's 1993 Form 10-K in File No. 1-11377.)
B-2 *By-laws of Cinergy as amended January 25, 1996. (Exhibit
to Cinergy's Form U-1 Declaration filed February 23,
1996, in File No. 70-8807.)
B-3 *Amended Articles of Incorporation of CG&E effective
October 23, 1996. (Exhibit to CG&E's September 30, 1996,
Form 10-Q in File No. 1-1232.)
B-4 *Regulations of CG&E as amended, adopted April 25, 1996.
(Exhibit to CG&E's March 31, 1996, Form 10-Q, in File
No. 1-1232.)
B-5 *Amended Articles of Consolidation of PSI as amended
April 20, 1995. (Exhibit to PSI's June 30, 1995, Form
10-Q in File No. 1-3543.)
B-6 *By-laws of PSI as amended October 22, 1996. (Exhibit to
PSI's September 30, 1996, Form 10-Q in File No. 1-3543.)
B-7 *Restated Articles of Incorporation of ULH&P made
effective May 7, 1976. (Exhibit to ULH&P's Form 8-K, May
1976, in File No. 2-7793.)
ITEM 10. EXHIBITS (Continued)
EXHIBIT
DESIGNATION NATURE OF EXHIBIT
B-8 *By-laws of ULH&P as amended, adopted May 8, 1996.
(Exhibit to ULH&P's March 31, 1996, Form 10-Q in
File No. 2-7793.)
B-9 *Articles of Incorporation of South Construction.
(Exhibit to Cinergy's Form U5S filed May 1, 1996.)
B-10 *By-laws of South Construction. (Exhibit to Cinergy's Form
U5S filed May 1, 1996.)
B-11 *Articles of Incorporation of PSI Energy Argentina.
(Exhibit to Cinergy's Form U5S filed May 1, 1996.)
B-12 *By-laws of PSI Energy Argentina. (Exhibit to Cinergy's
Form U5S filed May 1, 1996.)
B-13 *Certificate of Incorporation of Services. (Exhibit to
Cinergy's Form U5S filed May 1, 1996.)
B-14 *By-laws of Services. (Exhibit to Cinergy's Form U5S filed
May 1, 1996.)
B-15 *Articles of Incorporation of Miami as amended. (Exhibit
to Cinergy's Form U5S filed May 1, 1996.)
B-16 *By-laws of Miami. (Exhibit to Cinergy's Form U5S filed
May 1, 1996.)
B-17 *Articles of Incorporation of West Harrison as amended.
(Exhibit to Cinergy's Form U5S filed May 1, 1996.)
B-18 *By-laws of West Harrison. (Exhibit to Cinergy's Form U5S
filed May 1, 1996.)
B-19 *Articles of Incorporation of Lawrenceburg. (Exhibit to
Cinergy's Form U5S filed May 1, 1996.)
B-20 *By-laws of Lawrenceburg. (Exhibit to Cinergy's Form U5S
filed May 1, 1996.)
B-21 *Articles of Incorporation of Tri-State. (Exhibit to
Cinergy's Form U5S filed May 1, 1996.)
B-22 *Regulations of Tri-State. (Exhibit to Cinergy's Form U5S
filed May 1, 1996.)
B-23 *Articles of Incorporation of KO Transmission. (Exhibit to
Cinergy's Form U5S filed May 1, 1996.)
B-24 *By-laws of KO Transmission. (Exhibit to Cinergy's Form
U5S filed May 1, 1996.)
B-25 *Certificate of Incorporation of Investments. (Exhibit to
Cinergy's Form U5S filed May 1, 1996.)
ITEM 10. EXHIBITS (Continued)
EXHIBIT
DESIGNATION NATURE OF EXHIBIT
B-26 *By-laws of Investments. (Exhibit to Cinergy's Form U5S
filed May 1, 1996.)
B-27 *Certificate of Incorporation of CGE ECK. (Exhibit to
Cinergy's Form U5S filed May 1, 1996.)
B-28 *By-laws of CGE ECK. (Exhibit to Cinergy's Form U5S filed
May 1, 1996.)
B-29 *Certificate of Incorporation of Cinergy Resources.
(Exhibit to Cinergy's Form U5S filed May 1, 1996.)
B-30 *By-laws of Cinergy Resources. (Exhibit to Cinergy's Form
U5S filed May 1, 1996.)
B-31 *Articles of Incorporation of Technology. (Exhibit to
Cinergy's Form U5S filed May 1, 1996.)
B-32 *By-laws of Technology. (Exhibit to Cinergy's Form U5S
filed May 1, 1996.)
B-33 *Articles of Incorporation of Argentina. (Exhibit to
Cinergy's Form U5S filed May 1, 1996.)
B-34 *By-laws of Argentina. (Exhibit to Cinergy's Form U5S
filed May 1, 1996.)
B-35 *Articles of Incorporation of Costanera. (Exhibit to
Cinergy's Form U5S filed May 1, 1996.)
B-36 *By-laws of Costanera. (Exhibit to Cinergy's Form U5S
filed May 1, 1996.)
B-37 *Articles of Incorporation of PSI International, Inc.
(Exhibit to Cinergy's Form U5S filed May 1, 1996.)
B-38 *By-laws of PSI International, Inc. (Exhibit to
Cinergy's Form U5S filed May 1, 1996.)
B-39 *Articles of Incorporation of PSI Power Resource
Development, Inc. (Exhibit to Cinergy's Form U5S filed May
1, 1996.)
B-40 *By-laws of PSI Power Resource Development, Inc. (Exhibit
to Cinergy's Form U5S filed May 1, 1996.)
B-41 *Articles of Incorporation of PSI Power Resource
Operations, Inc. (Exhibit to Cinergy's Form U5S filed May
1, 1996.)
ITEM 10. EXHIBITS (Continued)
EXHIBIT
DESIGNATION NATURE OF EXHIBIT _____________________
B-42 *By-laws of PSI Power Resource Operations, Inc. (Exhibit
to Cinergy's Form U5S filed May 1, 1996.)
B-43 *Articles of Incorporation of Recycling. (Exhibit to
Cinergy's Form U5S filed May 1, 1996.)
B-44 *By-laws of Recycling. (Exhibit to Cinergy's Form U5S
filed May 1, 1996.)
B-45 *Articles of Incorporation of PSI Sunnyside, Inc. (Exhibit
to Cinergy's Form U5S filed May 1, 1996.)
B-46 *By-laws of PSI Sunnyside, Inc. (Exhibit to Cinergy's Form
U5S filed May 1, 1996.)
B-47 *Articles of Incorporation of PSI T&D International, Inc.
(Exhibit to Cinergy's Form U5S filed May 1, 1996.)
B-48 *By-laws of PSI T&D International, Inc. (Exhibit to
Cinergy's Form U5S filed May 1, 1996.)
B-49 *Articles of Incorporation of PSI Yacyreta, Inc. (Exhibit
to Cinergy's Form U5S filed May 1, 1996.)
B-50 *By-laws of PSI Yacyreta, Inc. (Exhibit to Cinergy's Form
U5S filed May 1, 1996.)
B-51 *Articles of Incorporation of PESCO. (Exhibit to Cinergy's
Form U5S filed May 1, 1996.)
B-52 *By-laws of PESCO. (Exhibit to Cinergy's Form U5S filed
May 1, 1996.)
B-53 Amended Articles of Incorporation of Enertech.
B-54 *Regulations of Enertech. (Exhibit to Cinergy's Form U5S
filed May 1, 1996.)
B-55 Amended Articles of Incorporation of Capital & Trading.
B-56 *By-laws of Capital & Trading. (Exhibit to Cinergy's Form
U5S filed May 1, 1996.)
B-57 Certificate of Incorporation of Communications.
B-58 By-laws of Communications.
B-59 *Articles of Incorporation of CoolCo. (Filed as Exhibit
to Application-Declaration in File No. 70-8767.)
ITEM 10. EXHIBITS (Continued)
EXHIBIT
DESIGNATION NATURE OF EXHIBITS
B-60 *By-laws of CoolCo. (Filed as Exhibit to Application-
Declaration in File No. 70-8767.)
B-61 Certificate of Incorporation of Cinergy, UK.
B-62 By-laws of Cinergy, UK.
B-63 Articles of Association of Avon Energy Partners
Holdings.
B-64 Articles of Association of Avon Energy Partners PLC.
B-65 Articles of Association of Midlands.
C-1 *Original Indenture (First Mortgage Bonds) between CG&E
and The Bank of New York (as successor Trustee) dated as
of August 1, 1936. (Exhibit to CG&E's Registration
Statement No. 2-2374.)
C-2 *Tenth Supplemental Indenture between CG&E and The Bank of
New York dated as of July 1, 1967. (Exhibit to CG&E's
Registration Statement No. 2-26549.)
C-3 *Eleventh Supplemental Indenture between CG&E and The Bank
of New York dated as of May 1, 1969. (Exhibit to CG&E's
Registration Statement No. 2-32063.)
C-4 *Thirteenth Supplemental Indenture between CG&E and The
Bank of New York dated as of November 1, 1971. (Exhibit
to CG&E's Registration Statement No. 2-41974.)
C-5 *Fourteenth Supplemental Indenture between CG&E and The
Bank of New York dated as of November 2, 1972. (Exhibit
to CG&E's Registration Statement No. 2-60961.)
C-6 *Fifteenth Supplemental Indenture between CG&E and The
Bank of New York dated as of August 1, 1973. (Exhibit to
CG&E's Registration Statement No. 2-60961.)
C-7 *Thirty-second Supplemental Indenture between CG&E and The
Bank of New York dated as of December 15, 1991. (Exhibit
to CG&E's Registration Statement No. 33-45115.)
C-8 *Thirty-third Supplemental Indenture between CG&E and The
Bank of New York dated as of September 1, 1992. (Exhibit
to CG&E's Registration Statement No. 33-53578.)
ITEM 10. EXHIBITS (Continued)
EXHIBIT
DESIGNATION NATURE OF EXHIBITS
C-9 *Thirty-fourth Supplemental Indenture between CG&E and The
Bank of New York dated as of October 1, 1993. (Exhibit to
CG&E's September 30, 1993, Form 10-Q in File No. 1-1232.)
C-10 *Thirty-fifth Supplemental Indenture between CG&E and The
Bank of New York dated as of January 1, 1994. (Exhibit to
CG&E's Registration Statement No. 33-52335.)
C-11 *Thirty-sixth Supplemental Indenture between CG&E and The
Bank of New York dated as of February 15, 1994. (Exhibit
to CG&E's Registration Statement No. 33-52335.)
C-12 *Thirty-seventh Supplemental Indenture between CG&E and
The Bank of New York dated as of October 4, 1996.
(Exhibit to Cinergy's 1996 Form 10-K in File No. 1-11377.)
C-13 *Loan Agreement between CG&E and County of Boone, Kentucky
dated as of February 1, 1985. (Exhibit to CG&E's 1984
Form 10-K in File No. 1-1232.)
C-14 *Loan Agreement between CG&E and State of Ohio Air Quality
Development Authority dated as of December 1, 1985.
(Exhibit to CG&E's 1985 Form 10-K in File No. 1-1232.)
C-15 *Loan Agreement between CG&E and State of Ohio Air Quality
Development Authority dated as of December 1, 1985.
(Exhibit to CG&E's 1985 Form 10-K in File No. 1-1232.)
C-16 *Repayment Agreement between CG&E and The Dayton Power and
Light Company dated as of December 23, 1992. (Exhibit to
CG&E's 1992 Form 10-K in File No. 1-1232.)
C-17 *Loan Agreement between CG&E and State of Ohio Water
Development Authority dated as of January 1, 1994.
(Exhibit to CG&E's 1993 Form 10-K in File No. 1-1232.)
C-18 *Loan Agreement between CG&E and State of Ohio Air Quality
Development Authority dated as of January 1, 1994.
(Exhibit to CG&E's 1993 Form 10-K in File No. 1-1232.)
C-19 *Loan Agreement between CG&E and County of Boone, Kentucky
dated as of January 1, 1994. (Exhibit to CG&E's 1993 Form
10-K in File No. 1-1232.)
C-20 *Original Indenture (Unsecured Debt Securities) between
CG&E and The Fifth Third Bank dated as of May 15, 1995.
(Exhibit to CG&E's Form 8-A dated July 24, 1995, in File
No. 1-1232.)
C-21 *First Supplemental Indenture between CG&E and The Fifth
Third Bank dated as of June 1, 1995. (Exhibit to CG&E's
June 30, 1995, Form 10-Q in File No. 1-1232.)
ITEM 10. EXHIBITS (Continued)
EXHIBIT
DESIGNATION NATURE OF EXHIBITS
C-22 *Second Supplemental Indenture between CG&E and The Fifth
Third Bank dated as of June 30, 1995. (Exhibit to CG&E's
Form 8-A dated July 24, 1995, in File No. 1-1232.)
C-23 *Loan Agreement between CG&E and the State of Ohio Air
Quality Development Authority dated as of September 13,
1995. (Exhibit to CG&E's September 30, 1995, Form 10-Q in
File No. 1-1232.)
C-24 *Loan Agreement between CG&E and the State of Ohio Air
Quality Development Authority dated as of September 13,
1995. (Exhibit to CG&E's September 30, 1995, Form 10-Q in
File No. 1-1232.)
C-25 *Original Indenture (First Mortgage Bonds) dated September
1, 1939, between PSI and The First National Bank of
Chicago, as Trustee (Exhibit A-Part 3 in File No. 70-
258), and LaSalle National Bank as successor Trustee
(Supplemental Indenture dated March 30, 1984).
C-26 *Nineteenth Supplemental Indenture between PSI and The
First National Bank of Chicago dated January 1, 1972.
(Exhibit to File No. 2-42545.)
C-27 *Twenty-third Supplemental Indenture between PSI and The
First National Bank of Chicago dated January 1, 1977.
(Exhibit to File No. 2-57828.)
C-28 *Twenty-fifth Supplemental Indenture between PSI and The
First National Bank of Chicago dated September 1, 1978.
(Exhibit to File No. 2-62543.)
C-29 *Twenty-seventh Supplemental Indenture between PSI and The
First National Bank of Chicago dated March 1, 1979.
(Exhibit to File No. 2-63753.)
C-30 *Thirty-fifth Supplemental Indenture between PSI and The
First National Bank of Chicago dated March 30, 1984.
(Exhibit to PSI's 1984 Form 10-K in File No. 1-3543.)
C-31 *Thirty-ninth Supplemental Indenture between PSI and The
First National Bank of Chicago dated March 15, 1987.
(Exhibit to PSI's 1987 Form 10-K in File No. 1-3543.)
C-32 *Forty-first Supplemental Indenture between PSI and The
First National Bank of Chicago dated June 15, 1988.
(Exhibit to PSI's 1988 Form 10-K in File No. 1-3543.)
C-33 *Forty-second Supplemental Indenture between PSI and The
First National Bank of Chicago dated August 1, 1988.
(Exhibit to PSI's 1988 Form 10-K in File No. 1-3543.)
C-34 *Forty-fourth Supplemental Indenture between PSI and The
First National Bank of Chicago dated March 15, 1990.
(Exhibit to PSI's 1990 Form 10-K in File No. 1-3543.)
ITEM 10. EXHIBITS (Continued)
EXHIBIT
DESIGNATION NATURE OF EXHIBITS
C-35 *Forty-fifth Supplemental Indenture between PSI and The
First National Bank of Chicago dated March 15, 1990.
(Exhibit to PSI's 1990 Form 10-K in File No. 1-3543.)
C-36 *Forty-sixth Supplemental Indenture between PSI and The
First National Bank of Chicago dated June 1, 1990.
(Exhibit to PSI's 1991 Form 10-K in File No. 1-3543.)
C-37 *Forty-seventh Supplemental Indenture between PSI and The
First National Bank of Chicago dated July 15, 1991.
(Exhibit to PSI's 1991 Form 10-K in File No. 1-3543.)
C-38 *Forty-eighth Supplemental Indenture between PSI and The
First National Bank of Chicago dated July 15, 1992.
(Exhibit to PSI's 1992 Form 10-K in File No. 1-3543.)
C-39 *Forty-ninth Supplemental Indenture between PSI and The
First National Bank of Chicago dated February 15, 1993.
(Exhibit to PSI's 1992 Form 10-K in File No. 1-3543.)
C-40 *Fiftieth Supplemental Indenture between PSI and The First
National Bank of Chicago dated February 15, 1993.
(Exhibit to PSI's 1992 Form 10-K in File No. 1-3543.)
C-41 *Fifty-first Supplemental Indenture between PSI and The
First National Bank of Chicago dated February 1, 1994.
(Exhibit to PSI's 1993 Form 10-K in File No. 1-3543.)
C-42 *Indenture (Secured Medium-term Notes, Series A), dated
July 15, 1991, between PSI and The First National Bank of
Chicago, as Trustee. (Exhibit to PSI's Form 10-K/A,
Amendment No. 2, dated July 15, 1993, in File No. 1-3543.)
C-43 *Indenture (Secured Medium-term Notes, Series B), dated
July 15, 1992, between PSI and The First National Bank of
Chicago, as Trustee. (Exhibit to PSI's Form 10-K/A,
Amendment No. 2, dated July 15, 1993, in File No. 1-3543.)
C-44 *Loan Agreement between PSI and the City of Princeton,
Indiana dated as of November 7, 1996. (Exhibit to PSI's
September 30, 1996, Form 10-Q in File No. 1-3543.)
C-45 *Loan Agreement between PSI and the City of Princeton,
Indiana dated as of February 1, 1997. (Exhibit to
Cinergy's 1996 Form 10-K in File No. 1-11377.)
C-46 *Indenture dated November 15, 1996, between PSI and The
Fifth Third Bank, as Trustee. (Exhibit to Cinergy's 1996
Form 10-K in File No. 1-11377.)
C-47 *First Supplemental Indenture (6.35% due 2006) dated
November 15, 1996, between PSI and The Fifth Third Bank,
as Trustee. (Exhibit to Cinergy's Form 10-K in File
No. 1-11377.)
ITEM 10. EXHIBITS (Continued)
EXHIBIT
DESIGNATION NATURE OF EXHIBITS
C-48 *Second Supplemental Indenture (6.25% due 2005) dated
December 15, 1996, between PSI and The Fifth Third Bank,
as Trustee. (Exhibit to Cinergy's Form 10-K in File
No. 1-11377.)
C-49 *Original Indenture (First Mortgage Bonds) between ULH&P
and The Bank of New York dated as of February 1, 1949.
(Exhibit to ULH&P's Registration Statement No. 2-7793.)
C-50 *Fifth Supplemental Indenture between ULH&P and The Bank
of New York dated as of January 1, 1967. (Exhibit to
CG&E's Registration Statement No. 2-60961.)
C-51 *Seventh Supplemental Indenture between ULH&P and The Bank
of New York dated as of October 1, 1973. (Exhibit to
CG&E's Registration Statement No. 2-60961.)
C-52 *Eighth Supplemental Indenture between ULH&P and The Bank
of New York dated as of December 1, 1978. (Exhibit to
CG&E's Registration Statement No. 2-63591.)
C-53 *Thirteenth Supplemental Indenture between ULH&P and The
Bank of New York dated as of August 1, 1992. (Exhibit to
ULH&P's 1992 Form 10-K in File No. 2-7793.)
C-54 *Original Indenture (Unsecured Debt Securities) between
ULH&P and The Fifth Third Bank dated as of July 1, 1995.
(Exhibit to ULH&P's June 30, 1995, Form 10-Q in File No.
2-7793.)
C-55 *First Supplemental Indenture between ULH&P and The Fifth
Third Bank dated as of July 15, 1995. (Exhibit to ULH&P's
June 30, 1995, Form 10-Q in File No. 2-7793.)
C-56 Original Indenture (First Mortgage Bonds) between
Lawrenceburg and Star Bank, N.A. dated as of March 1,
1955. (Not filed herewith, pursuant to April 1996
discussion with the Chief Financial Analyst of the SEC's
Office of Public Utility Regulation.)
C-57 Seventh Supplemental Indenture between Lawrenceburg and
Star Bank, N.A. dated as of October 1, 1986. (See
preceding item.)
C-58 *Agreement for Purchase and Sale of Assets, dated March
31, 1994, by and between Columbia Gas as Seller and KO
Transmission as Buyer. (Exhibit to Cinergy's Form U5B
filed January 23, 1995.)
C-59 *Agreement for Purchase and Sale of Line AM-4, dated March
31, 1994, by and between Columbia Gas as Seller and KO
Transmission as Buyer. (Exhibit to Cinergy's Form U5B
filed January 23, 1995.)
ITEM 10. EXHIBITS (Continued)
EXHIBIT
DESIGNATION NATURE OF EXHIBITS
D-1 Agreement between Cinergy and subsidiary companies for
filing consolidated income tax returns and for allocation
of consolidated income tax liabilities and benefits.
F-1 Opinion of Independent Public Accountants.
F-2 Cinergy's Consolidating Financial Statements at or for the
year ended December 31, 1996.
F-3 CG&E's Consolidating Financial Statements at or for the
year ended December 31, 1996.
F-4 Investments' Consolidating Financial Statements at or for
the year ended December 31, 1996.
F-5 PSI's Consolidating Financial Statements at or for the
year ended December 31, 1996.
F-6 Item 6. Part III - Supplemental Information Regarding
Compensation and Security Ownership of Officers and
Directors of System Companies.
F-7 Classified plant accounts and related depreciation or
amortization reserve schedules included in the FERC Form
No. 1 of PSI. (Filed under cover of Form SE.)
F-8 Classified plant accounts and related depreciation or
amortization reserve schedules included in the FERC Form
Nos. 1 and 2 of CG&E. (Filed under cover of Form SE.)
F-9 Classified plant accounts and related depreciation or
amortization reserve schedules included in the FERC Form
Nos. 1 and 2 of ULH&P. (Filed under cover of Form SE.)
F-10 Classified plant accounts and related depreciation or
amortization reserve schedules included in the Annual
Report of West Harrison to the Indiana Utility Regulatory
Commission (IURC). (Filed under cover of Form SE.)
F-11 Classified plant accounts and related depreciation or
amortization reserve schedules included in the Annual
Report of Lawrenceburg to the IURC. (Filed under cover of
Form SE.)
F-12 The FERC Form No. 2A for KO Transmission. (Filed under
cover of Form SE.)
F-13 The Annual Report of CoolCo to the Public Utilities
Commission of Ohio. (Filed under cover of Form SE.)
G-1 Financial Data Schedules for Cinergy and Subsidiaries.
(Included in electronic submission only.)
H-1 Organizational chart showing relationship of PSI Energy
Argentina and Midlands to other system companies.
ITEM 10. EXHIBITS (Continued)
EXHIBIT
DESIGNATION NATURE OF EXHIBITS
I-1 Audited Financial Statements of PSI Energy Argentina
at or for the year ended December 31, 1996.
I-2 *Audited Financial Statements of Midlands at or for the
year ended March 31, 1996. (Exhibit to Cinergy's
June 6, 1996, Form 8-K/A in File No. 1-11377.)
SIGNATURE
Each undersigned system company has duly caused this annual report to be
signed on its behalf by the undersigned thereunto duly authorized pursuant to
the requirements of the Public Utility Holding Company Act of 1935. The
signature of each undersigned company shall be deemed to relate only to
matters having reference to such company or its subsidiaries.
CINERGY CORP.
By: William L. Sheafer_____
Vice President and Treasurer
Date: April 30, 1997
ARTICLES OF INCORPORATION
OF
CINERGY CAPITAL & TRADING, INC.
The undersigned incorporator, desiring to form a
corporation (hereinafter referred to as the "Corporation")
pursuant to the provisions of the Indiana Business Corporation
Act as amended (hereinafter referred to as to the "Act"),
executes the following Articles of Incorporation:
ARTICLE I
Name
The name of the Corporation is:
"Cinergy Capital & Trading, Inc."
ARTICLE II
Purposes
The purposes for which the Corporation is formed are:
(a) To engage in the business of brokering power,
emission allowances, electricity futures and related products and
services and provide consulting services in the wholesale power
related markets as well as the marketing of the Electronic
Bulletin Board "IPEX";
(b) To engage in the construction, operation,
development or ownership of cogenerating facilities or power
production facilities;
(c) To enter into joint ventures or partnership
agreements; and
(d) To engage in any other lawful energy or
functionally related business permitted to a corporation
organized under the Act; and
(e) To carry on the business of the Corporation either within or
beyond the limits of the State of Indiana, and, in general, to do
and perform any and all things necessary, convenient or proper
for the carrying out or accomplishment of the objects or purposes
specified in this ARTICLE II, or any of them, or any objects or
purposes incidental thereto, and to possess and enjoy all of the
rights, powers, privileges, authority and immunities which may be
granted to bodies corporate under the Act and the laws of the
State of Indiana.
ARTICLE III
Period of Existence
The period during which the Corporation shall continue
is perpetual.
ARTICLE IV
Resident Agent and Principal Office
A. Resident Agent.
The name and address of the Corporation's Resident
Agent for service of process is Cheryl M. Foley, 1000 East Main
Street, Plainfield, Indiana 46168.
B. Principal Office.
The post office address of the principal office of the
Corporation is 1000 East Main Street, Plainfield, Indiana 46168.
ARTICLE V
Authorized Number of Shares
A. Authorized Capital Shares.
The aggregate number of shares which the Corporation
shall have the authority to issue shall be 120,000,000 shares, of
which 100,000,000 shares shall be Common Stock, without par
value, and 20,000,000 shares shall be Cumulative Preferred Stock,
$100 par value. Shares of the Common Stock may be issued from
time to time as the Board of Directors shall determine and on
such terms and for such consideration as shall be fixed by the
Board of Directors. Authority is hereby expressly granted to the
Board of Directors or a committee thereof to authorize the issue
of shares of Cumulative Preferred Stock in one or more series,
and to determine and state, by the resolution or resolutions
authorizing the issue of each series of Cumulative Preferred
Stock, the designation of such series and the relative rights
(other than voting rights), preferences, qualifications,
limitations and restrictions of such series.
B. Voting Rights of Cumulative Preferred Stock.
(a) At all meetings of the shareholders of the
Corporation each record holder of Cumulative Preferred Stock having a
par value of $100.00 per share shall be entitled to one vote for each
share of such stock so held by him, subject, however, to the
following provisions of this ARTICLE V (B);
(b) So long as any shares of the Cumulative
Preferred Stock of any series are outstanding, the Corporation
(except as otherwise provided in the last sentence of this
subparagraph (b) shall not without, but may with, the affirmative
vote by the record holders of the Cumulative Preferred Stock (given
at an annual or special meeting) in such number of votes as is at
least two-thirds of the aggregate number of votes appertaining to the
Cumulative Preferred Stock that would be voted at such meeting if all
the then outstanding Cumulative Preferred Stock were there voted:
(I) Create, authorize or issue shares of stock
of any class ranking prior to the Cumulative Preferred Stock as to
dividends or assets or any securities of any kind or class
convertible into shares of stock of any class ranking prior to the
Cumulative Preferred Stock as to dividends or assets; or
(II) Issue any shares of the Cumulative
Preferred Stock or shares of stock of any class ranking on a parity
with the Cumulative Preferred Stock as to dividends or assets or
securities convertible into shares of the Cumulative Preferred Stock
or stock on a parity therewith, other than in exchange for or for the
purpose of effecting the retirement, by redemption or otherwise, of
not less than a like number of shares of the Cumulative Preferred
Stock or shares of stock on a parity therewith or securities
convertible into not less than a like number of such shares, as the
case may be, at the time outstanding, unless:
(A) the Net Earnings of the Corporation
Available for the Payment of Interest Charges for any twelve
consecutive calendar months within the fifteen calendar months
immediately preceding the month within which such additional shares
of the Cumulative Preferred Stock or shares of stock on a parity
therewith or securities convertible into such shares are proposed to
be issued, shall have been at least one and one-half times the
aggregate of (x) the dividend requirements for a twelve months'
period upon all shares of the Cumulative Preferred Stock and stock,
if any, ranking prior to or on a parity with the Cumulative Preferred
Stock as to dividends or assets, to be outstanding after the issuance
of the shares or convertible securities proposed to be issued, and
(y) the interest requirements for a twelve months' period upon all
indebtedness of the Corporation to be outstanding after the issuance
of the shares or convertible securities proposed to be issued, and
(B) the Common Stock Equity shall be not
less than the aggregate amount payable on involuntary dissolution,
liquidation or winding up of the Corporation upon all shares of the
Cumulative Preferred Stock and stock, if any, ranking prior thereto
or on a parity therewith, to be outstanding after the issuance of the
shares or convertible securities proposed to be issued; or
(III) Amend the provisions of these Articles of
Incorporation so as to affect adversely any of the preferences or
other rights hereby given to the holders of shares of the Cumulative
Preferred Stock, provided, however, that if any such amendment would
be adverse to the holders of one or more, but less than all, of the
series of the Cumulative Preferred Stock at the time outstanding, the
affirmative vote hereby required shall be only the affirmative vote
by the record holders of each series so adversely affected in such
number of votes from each such series as is at least two-thirds of
the aggregate number of votes appertaining to such series that would
be voted at such meeting if all the then outstanding shares of such
series were there voted.
No such consent of the holders of the Cumulative
Preferred Stock shall be required if, at or prior to the time when
such amendment, alteration or repeal is to take effect or when the
issuance of any such stock or convertible securities is to be made,
as the case may be, provision is to be made for the redemption of all
shares of Cumulative Preferred Stock at the time outstanding or, in
the case of any such amendment, alteration or repeal as to which the
consent of less than all series of the Cumulative Preferred Stock
would otherwise be required, for the redemption of all shares of the
series of Cumulative Preferred Stock the consent of which would
otherwise be required.
(c) So long as any shares of the Cumulative
Preferred Stock of any series are outstanding, the Corporation
(except as otherwise provided in the last sentence of this
subparagraph (c)) shall not without, but may with, the affirmative
vote by the record holders of the Cumulative Preferred Stock (given
at an annual or special meeting) in such number of votes as is a
majority of the aggregate number of votes appertaining to the
Cumulative Preferred Stock that would be voted at such meeting if all
the then outstanding Cumulative Preferred Stock were there voted,
merge or consolidate the Corporation with or into any other
corporation, merge any other corporation into the Corporation, or
sell all or substantially all of the assets of the Corporation,
unless such merger, consolidation or sale, or the issuance or
assumption of all securities to be issued or assumed in connection
therewith, shall have been ordered, approved or permitted by the
Securities and Exchange Commission under the Public Utility Holding
Company Act of 1935, or by any successor commission or other
regulatory authority of the United States having jurisdiction in the
premises. No such consent of the holders of the Cumulative Preferred
Stock shall be required if, at the time of or prior to effecting such
sale, lease, conveyance, consolidation or merger, provision is to be
made for the redemption of all shares of Cumulative Preferred Stock
at the time outstanding.
(d) Except when some mandatory provisions of law
shall be controlling, whenever shares of two or more series of the
Cumulative Preferred Stock are outstanding, no particular series of
the Cumulative Preferred Stock shall be entitled to vote as a
separate series on any matter and all shares of the Cumulative
Preferred Stock of all series shall be deemed to constitute but one
class for any purpose for which a vote of the shareholders of the
Corporation by classes may now or hereafter be required.
(e) The Corporation shall not declare any
dividend or make any distribution in request of any stock of this
Corporation ranking junior to the Cumulative Preferred Stock as to
dividends or assets, other than dividends in shares of junior stock,
or purchase or otherwise acquire for value any outstanding shares of
junior stock (each such dividend, distribution, purchase or
acquisition being herein called a junior stock dividend) in
contravention of the following:
(1) If and so long as the Common Stock
Equity at the end of the calendar month immediately preceding the
date on which a dividend on the Common Stock is declared is, or as a
result of such dividend would become, less than 20% of Total
Capitalization, the Corporation shall not declare such dividends in
an amount which, together with all other dividends on the Common
Stock paid within the year ending with and including the date on
which such dividend is payable, exceeds 50% of the Net Income of the
Corporation Available for Dividends on the Common Stock for the
twelve full calendar months immediately preceding the calendar month
in which such dividends are declared, except in an amount not
exceeding the aggregate of dividends on the Common Stock which under
the restrictions set forth above in this subdivision (1) could have
been, and have not been, declared; and
(2) If and so long as the Common Stock
Equity at the end of the calendar month immediately preceding the
date on which a dividend on Common Stock is declared is, or as a
result of such dividend would become, less than 25% but not less than
20% of Total Capitalization, the Corporation shall not declare
dividends on the Common Stock in an amount which, together with all
other dividends on the Common Stock paid within the year ending with
and including the date on which such dividend is payable, exceeds 75%
of the Net Income of the Corporation Available for Dividends on the
Common Stock for the twelve full calendar months immediately
preceding the calendar month in which such dividends are declared,
except in an amount not exceeding the aggregate of dividends on the
Common Stock which under the restrictions set forth above in
subdivision (1) and in this subdivision (2) could have been, and have
not been, declared.
(b) As used herein, "Common Stock Equity" shall
mean the aggregate of the par value of, or stated capital represented
by, the outstanding shares of Common Stock, all earned surplus,
capital or paid-in surplus, and any premiums on the Common Stock then
carried on the books of the Corporation, less:
(1) The excess, if any, of the aggregate
amount payable on involuntary liquidation of the Corporation upon all
outstanding shares of Cumulative Preferred Stock of the Corporation
of all classes over the sum of (i) the aggregate par or stated value
of such shares and (ii) any premiums thereon;
(2) Any amounts on the books of the
Corporation known, or estimated if not known, to represent the
excess, if any, of recorded value over original cost of used or
useful utility plant; and
(3) Any intangible items set forth on the
asset side of the balance sheet of the Corporation as the result of
accounting convention, such as unamortized debt discount and expense;
provided, however, that no deductions shall be required to be made in
respect of items referred to in subdivisions (2) and (3) of this
paragraph (b) in cases in which such items are being amortized or are
provided for, or are being provided for, by reserves.
(c) As used herein "Total Capitalization" shall
mean the aggregate of:
(1) The principal amount of all outstanding
indebtedness of the Corporation maturing more than twelve months
after the date of issue thereof; and
(2) The par value or stated capital
represented by, and any premiums carried on the books of the
Corporation in respect of, the outstanding shares of all classes of
the capital stock of the Corporation, earned surplus, and capital or
paid-in surplus, less any amounts required to be deducted pursuant to
subdivisions (2) and (3) of paragraph (b) above in the determination
of Common Stock Equity.
(3) The term "Net Income of the Corporation
Available for Dividends on the Common Stock" for any twelve-month
period shall mean the Net Earnings of the Corporation Available for
the Payment of Interest Charges for such period, less interest
charges, amortization charges, other proper income deductions, and
dividends, paid or accrued, on all outstanding shares of stock of the
Corporation having a preference as to dividends over the Common Stock
for such period, all as shall be determined in accordance with such
system of accounts as may be prescribed by governmental authorities
having jurisdiction in the premises or, in the absence thereof, in
accordance with sound accounting practice.
C. Other Provisions.
1. No holder of any of the shares of any class or
series of stock or securities convertible into such shares of any
class or series of stock, or of options, warrants or other rights to
purchase or acquire shares of any class or series of stock or of
other securities of the Corporation shall have any preemptive right
to purchase, acquire or subscribe for any unissued stock of any class
or series or any additional shares of any class or series to be
issued by reason of any increase of the authorized capital stock of
the Corporation of any class or series, or bonds, certificates of
indebtedness, debentures or other securities convertible into or
exchangeable for stock of any class or series, or carrying any right
to purchase or acquire stock of any class or series, but any such
unissued stock, additional authorized issue of shares of any class or
series of stock or securities convertible into or exchangeable for
stock, or carrying any right to purchase or acquire stock, may be
issued and disposed of pursuant to resolution of the Board of
Directors to such persons, firms, corporations or associations, and
upon such terms as may be deemed advisable by the Board of Directors
in the exercise of its sole discretion.
2. The Corporation reserves the right to increase or
decrease its authorized capital stock, or any class of series
thereof, or to reclassify the same and to amend, alter, change or
repeal any provision contained in the Articles of Incorporation, or
in any amendment thereto, in the manner now or hereafter prescribed
by law, but subject to such conditions and limitations as are
hereinbefore prescribed, and all rights conferred upon shareholders
in the Articles of Incorporation of this Corporation, or any
amendment thereto, are granted subject to this reservation.
3. Unless any statute of the State of Indiana shall
expressly provide to the contrary and subject to the limitations
hereinbefore set forth in this ARTICLE V, the Corporation may
acquire, hold and dispose of any shares of its stock of any class
heretofore issued and outstanding.
ARTICLE VI
Directors
The number of directors of the Corporation shall be
determined in accordance with the By-laws of the Corporation. A
director shall hold office until the annual meeting for the year
in which his term expires and until his successor shall be
elected and shall qualify, subject, however, to prior death,
resignation, retirement, age and service limitations as may be
set forth in the By-laws, disqualification or removal from
office. Any vacancy on the Board of Directors that results from
other than an increase in the number of directors may be filled
by a majority of the Board of Directors then in office even if
less than a quorum, or by a sole remaining director. The term of
any director elected by the Board of Directors to fill a vacancy
not resulting from an increase in the number of directors shall
expire at the next shareholders' meeting at which directors are
elected, and the remainder of such term, if any, shall be filled
by a director elected at such meeting.
No person shall be eligible for election, reelection,
or appointment as a member of the Board of Directors if such
person shall have attained the age of seventy years in the
calendar year preceding the date of such election, reelection or
appointment.
Subject to the provisions of the preceding paragraphs,
any and all of the directors may only be removed for cause.
ARTICLE VII
Incorporator
The name and post office address of the Incorporator of
the Corporation is Cheryl M. Foley, 1000 East Main Street,
Plainfield, Indiana 46168.
ARTICLE VIII
Indemnification
Each director and each officer of the Corporation shall
be indemnified by the Corporation to the fullest extent permitted
by law against expenses (including attorneys' fees), judgments,
penalties, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with the defense
of any proceeding in which he or she was or is a party or is
threatened to be made a party by reason of being or having been a
director or an officer of the Corporation. Such right of
indemnification is not exclusive of any other rights to which
such director or officer may be entitled under any now or
hereafter existing statute, any other provision of these
Articles, By-laws, agreement, vote of shareholders or otherwise.
If the Act of the State of Indiana is amended after approval by
the shareholders of this ARTICLE VIII to authorize corporate
action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by
the Act of the State of Indiana, as so amended. Any repeal or
modification of this ARTICLE VIII by the shareholders of the
Corporation shall not adversely affect any right or protection of
a director of the Corporation existing at the time of such repeal
or modification.
Incorporator
___________________________________
Cheryl M. Foley
DATED: Oct. 8, 1992
This instrument prepared by:
Frank T. Lewis
Attorney at Law
1000 East Main Street
Plainfield, Indiana 46168
AMENDED: January 29, 1997
By-Laws
Of
CINERGY COMMUNICATIONS, INC.
(hereinafter called the "Corporation")
ARTICLE I
Offices
Section 1.1. Offices. The principal office of the
Corporation shall be at 139 East Fourth Street, Cincinnati, Ohio
45202. The Corporation may have such other offices at such other
places as the Board of Directors may from time to time determine,
or as the business of the Corporation may require.
ARTICLE II
Stockholders' Meetings
Section 2.1. Annual Meeting. The annual meeting of the
stockholders may be held at such place, time, and date designated
by the Board of Directors for the election of directors, the
consideration of the reports to be laid before the meeting, and
the transaction of such other business as may be brought before
the meeting.
Section 2.2. Notice of Annual Meeting. Notice of the
annual meeting shall be given in writing to each stockholder
entitled to vote thereat, at such address as appears on the
records of the Corporation at least ten (10) days and not more
than forty-five (45) days prior to the meeting.
Section 2.3. Special Meetings. Special meetings of the
stockholders may be called at any time by the Chairman of the
Board, the Chief Executive Officer, or the President, or by a
majority of the members of the Board of Directors acting with or
without a meeting, or by the persons who hold in the aggregate the
express percentage, as provided by statute, of all shares
outstanding and entitled to vote thereat, upon notice in writing,
stating the time, place and purpose of the meeting. Business
transacted at all special meetings shall be confined to the
objects stated in the call.
Section 2.4. Notice of Special Meeting. Notice of a
special meeting, in writing, stating the time, place and purpose
thereof, shall be given to each stockholder entitled to vote
thereat, at least twenty (20) days and not more than forty-five
(45) days prior to the meeting.
Section 2.5. Waiver of Notice. Notice of the time, place
and purpose of any meeting of stockholders may be waived by the
written assent of every stockholder entitled to notice, filed with
or entered upon the records of the meeting, either before or after
the holding thereof.
Section 2.6. Quorum. The holders of shares entitling
them to exercise a majority of the voting power, or, if the vote
is to be taken by classes, the holders of shares of each class
entitling them to exercise a majority of the voting power of that
class, present in person or by proxy at any meeting of the
stockholders, unless otherwise specified by statute, shall
constitute a quorum.
If, however, at any meeting of the stockholders, a
quorum shall fail to attend in person or by proxy, a majority in
interest of the stockholders attending in person or by proxy at
the time and place of such meeting may adjourn the meeting from
time to time without further notice (unless the meeting has been
adjourned for over thirty days), other than by announcement at the
meeting at which such adjournment is taken, until a quorum is
present. At any such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been
transacted at the meeting originally called.
Section 2.7. Voting. At each meeting of the
stockholders, except as otherwise provided by statute or the
Certificate of Incorporation, every holder of record of stock of
the class or classes entitled to vote at such meeting shall be
entitled to vote in person or by proxy appointed by an instrument
in writing subscribed by such stockholder and bearing a date, not
later than such time as expressly provided by statute, prior to
said meeting unless some other definite period of validity shall
be expressly provided therein.
Each stockholder shall have one (1) vote for each
share of stock having voting power, registered in his or her name
on the books of the Corporation, at the date fixed for
determination of persons entitled to vote at the meeting or, if no
date has been fixed, then as expressly provided by statute. (e.g.,
either the date of the meeting, the date next proceeding the day
of the meeting, or any such similar governing time frame).
Cumulative voting shall be permitted only as expressly provided by
statute.
At any meeting of stockholders, a list of
stockholders entitled to vote, alphabetically arranged, showing
the number and classes of shares held by each on the date fixed
for closing the books against transfers or the record date fixed
as hereinbefore provided (or if no such date has been fixed, then
as hereinbefore stated as expressly provided by statute) shall be
produced on the request of any stockholder, and such list shall be
prima facie evidence of the ownership of shares and of the right
of stockholders to vote, when certified by the Secretary or by the
agent of the Corporation having charge of the transfer of shares.
Section 2.8. Written Consent of Stockholders in Lieu of
Meeting. Any action required or permitted by statute, the
Certificate of Incorporation, or these By-Laws, to be taken at
any annual or special meeting of stockholders of the Corporation,
may be taken without a meeting, without prior notice and without
a vote, if a written consent in lieu of a meeting, setting forth
the action so taken, shall be signed by all the stockholders
entitled to vote thereon. Any such written consent may be given
by one or any number of substantially concurrent written
instruments of substantially similar tenor signed by such
stockholders, in person or by attorney or proxy duly appointed in
writing, and filed with the records of the Corporation. Any such
written consent shall be effective as of the effective date
thereof as specified therein.
ARTICLE III
Directors
Section 3.1. Duties and Powers. The business and
affairs of the Corporation shall be managed by or under the
direction of the Board of Directors which may exercise all such
powers of the Corporation and do all such lawful acts and things
as are not, by statute, the Certificate of Incorporation, or
these By-Laws, directed or required to be exercised or done by
the stockholders.
Section 3.2. Number and Election of Directors. The
Board of Directors shall consist of not less than three nor more
than fifteen members, the exact number of which shall be fixed by
the Board of Directors. Directors shall be elected annually by
stockholders at their annual meeting, in a manner consistent with
statute and as provided in Article II, Section 2.8 of these By-
Laws, and each director so elected shall hold office until
his/her successor is duly elected and qualifies, or until his/her
earlier resignation or removal. Any director may resign at any
time upon notice to the Corporation. Directors need not be
stockholders. Any director may be removed at any time with or
without cause by a majority vote of the stockholders, unless
otherwise provided by statute.
Section 3.3. Vacancies. Vacancies and newly created
directorships, resulting from any increase in the authorized
number of directors, may be filled by a majority of the directors
then in office, and the directors so chosen shall hold office for
the unexpired term of the predecessor and/or until the next
annual meeting of stockholders, and until their successors are
duly elected and qualify, or until their earlier resignation or
removal.
Section 3.4. Meetings. Regular meetings of the Board
of Directors may be held at such time, place, and upon such
notice as the Board of Directors may from time to time
determine. Special meetings of the Board of Directors may be
called by the Chairman of the Board, the Chief Executive Officer,
the President, or by members of the board (the express percentage
of the latter as minimally provided for by statute). Notice
thereof stating the place, date and hour of the meeting shall be
given to each director either by mail (not less than forty-eight
(48) hours before the date of the meeting), by telephone or
telegram (on twenty-four (24) hours' notice) or on such shorter
notice as the person or persons calling such meeting may deem
necessary or appropriate in the circumstances.
Section 3.5. Quorum. Except as may be otherwise
specifically provided for by statute, the Certificate of Incorpo-
ration or these By-Laws, at all meetings of the Board of Direc-
tors, a majority of the entire Board of Directors shall
constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which
there is a quorum shall be the act of the Board of Directors. If
a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 3.6. Actions of Board. Unless otherwise
provided by the Certificate of Incorporation of the Corporation
or these By-Laws, any action required or permitted to be taken at
any meeting of the Board of Directors, or of any committee(s)
thereof, may be taken without a meeting, if all the members of
the Board of Directors, or of such committee(s), as the case may
be, consent thereto in writing, and the writing(s) is filed with
the minutes of proceedings of the Board of Directors, or of such
committee(s), of the Corporation. Any such written consent to
action of the Board of Directors, or of such committee(s), shall
be effectuated by the signature of the member lastly consenting
thereto in writing, unless the consent otherwise specified a
prior or subsequent effective date.
Section 3.7. Meetings by Means of Conference Telephone.
Unless otherwise provided by the Certificate of Incorporation of
the Corporation or these By-Laws, members of the Board of Direc-
tors, or any committee(s) thereof, may participate in a meeting
of the Board of Directors, or of such committee(s), as the case
may be, by means of a conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other, and
participation in a meeting pursuant to this Section 3.7 shall
constitute presence in person at such meeting.
Section 3.8. Committees. The Board of Directors may,
by resolution passed by a majority of the entire Board of
Directors, designate, from time to time as they may see fit, one
or more committees, each such committee to consist of three or
more of the directors of the Corporation. The Board of Directors
may designate one or more directors as alternate members of any
such committee who may replace any absent or disqualified member
at any meeting of any such committee. In the absence or dis-
qualification of a member of a committee, and in the absence of a
designation by the Board of Directors of an alternate member to
replace the absent or disqualified member, the member or members
thereof present at any meeting and not disqualified from voting,
whether or not he/she or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to
act at the meeting in the place of any absent or disqualified
member. Any committee, to the extent allowed by statute and
provided in the resolution establishing such committee, shall
have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of the
Corporation. Each committee shall keep regular minutes and
report to the Board of Directors when required.
Section 3.9. Compensation. Each director of the
Corporation (other than directors who are salaried officers of
the Corporation or any of its affiliates) shall be entitled to
receive as compensation for services such reasonable
compensation, which may include pension, disability and death
benefits, as may be determined from time to time by the Board of
Directors. Reasonable compensation may also be paid to any
person other than a director officially called to attend any such
meeting.
Section 3.10. Contracts and Transactions Involving
Directors. No contract or transaction between the Corporation
and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association,
or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in
the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his/her
or their votes are counted for such purpose if: (i) the material
facts as to his/her or their relationship or interest and as to
the contract or transaction are disclosed or are known to the
Board of Directors or the committee, and the Board of Directors
or committee in good faith authorizes the contract or transaction
by the affirmative votes of a majority of the disinterested
directors, even though the disinterested directors be less than a
quorum; or (ii) the material facts as to his/her or their
relationship or interest and as to the contract or transaction
are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved
in good faith by vote of the stockholders; or (iii) the contract
or transaction is fair as to the Corporation as of the time it is
authorized, approved or ratified, by the Board of Directors, a
committee
thereof or the stockholders. Common or interested directors may
be counted in determining the presence of a quorum at a meeting
of the Board of Directors or of a committee which authorizes the
contract or transaction.
ARTICLE IV
Officers
Section 4.1. Officers. The officers of the Corporation
shall consist of a President, a Secretary, and a Treasurer, and
may consist of a Chairman of the Board, a Chief Executive
Officer, a Comptroller, one or more Vice Presidents, one or more
Assistant Secretaries, and such other officers as the board shall
from time to time deem necessary. Any number of offices may be
held by the same person, unless otherwise prohibited by statute,
the Certificate of Incorporation, or these By-Laws.
Section 4.2. Appointment, Terms, and Vacancies. The Board of
Directors, at its first meeting held after each annual meeting of
stockholders of the Corporation (i.e., the annual organization
meeting of the Board of Directors), shall appoint the officers
of the Corporation who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall
be determined from time to time by the board, and such officers
shall hold office until their successors are chosen and shall
qualify, or until their earlier resignation or removal from
office. Any officer appointed by the Board of Directors may be
removed at any time by the affirmative vote of a majority of the
board. Any vacancy occurring in any office of the Corporation
shall be filled by the Board of Directors.
Section 4.3. Chairman of the Board. The Chairman of the
Board, if there be one, shall be a director and shall preside at
all meetings of the Board of Directors and, in the absence or
incapacity of the Chief Executive Officer and the President,
meetings of the stockholders, and shall, subject to the board's
direction and control, be the board's representative and medium
of communication, and shall have the general powers and duties as
are incident to the office of Chairman of the Board of a
corporation.
Section 4.4. Chief Executive Officer. The Chief Executive
Officer, if there be one, shall preside at all meetings of the
stockholders and, in the absence or incapacity of the Chairman of
the Board, meetings of the Board of Directors. The Chief
Executive Officer shall from time to time report to the Board of
Directors all matters within his or her knowledge which the
interests of the Corporation may require be brought to their
notice. Where the offices of Chief Executive Officer and
President are held by different individuals, the President will
report directly to the Chief Executive Officer.
Section 4.5. President. The President shall be the chief
operating officer of the Corporation, and shall have general and
active management and direction of the affairs of the
Corporation, shall have supervision of all departments and of all
officers of the Corporation, shall see that the orders and
resolutions of the Board of Directors, or of any committee(s)
thereof, are carried fully into effect, and shall have the
general powers and duties of supervision and management as are
incident to the office of President of a corporation. In the
absence or incapacity of the Chief Executive Officer, the
President also shall be the chief executive officer of the
Corporation.
Section 4.6. Vice Presidents. The Vice Presidents shall
perform such duties as the Board of Directors shall from time to
time require. In the absence or incapacity of the President, the
Vice President designated by the Board of Directors (including by
the Chairman of the Board), the Chief Executive Officer, or the
President shall exercise the powers and duties of the President.
Section 4.7(a). Secretary. The Secretary shall attend all
meetings of the Board of Directors and of the stockholders of the
Corporation, and act as clerk thereof, and record all votes and
the minutes of all proceedings in a book to be kept for that
purpose, shall record all written business transactions, shall
perform like duties for the standing committees when required,
and shall have the general powers and duties as are incident to
the office of Secretary of a corporation. The Secretary shall
give, or cause to be given, proper notice of all meetings of the
stockholders and of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors
(including by the Chairman of the Board), the Chief Executive
Officer, or the President. The Secretary shall have custody of
the seal, if there be one, of the Corporation and the Secretary
or any Assistant Secretary, if there be one, shall have authority
to affix the same to any instrument requiring it and when so
affixed, it may be attested by the signature of the Secretary or
by the signature of any such Assistant Secretary. (The Board of
Directors may give general authority to any other officer to
affix the seal of the Corporation and to attest the affixing by
his/her signature). The Secretary shall see that all books,
reports, statements, certificates and other documents and records
required by statute to be kept or filed are properly kept or
filed, as the case may be.
Section 4.7(b). Assistant Secretaries. At the request of the
Secretary, or in his or her absence or incapacity to act, the
Assistant Secretary or, if there be more than one, the Assistant
Secretary designated by the Secretary, shall perform the duties
of the Secretary and when so acting shall have all the powers of
and be subject to all the restrictions of the Secretary. The
Assistant Secretaries shall perform such other duties as may from
time to time be assigned to them by the Board of Directors
(including by the Chairman of the Board), the Chief Executive
Officer, the President, or the Secretary.
Section 4.8. Treasurer. The Treasurer shall be the
financial officer of the Corporation, shall keep full and
accurate accounts of all collections, receipts and disbursements
in books belonging to the Corporation, shall deposit all moneys
and other valuable effects in the name and to the credit of the
Corporation, in such depositories as may be designated by the
Board of Directors, shall disburse the funds of the Corporation
as may be ordered by the Board of Directors (including by the
Chairman of the Board), the Chief Executive Officer, or the
President, taking proper vouchers therefor, and shall render to
the President, the Chief Executive Officer, the Chairman of the
Board, and/or directors at any meeting of the board, or whenever
they may require it, and to the annual meeting of the
stockholders, an account of all his or her transactions as
Treasurer and of the financial condition of the Corporation, and
shall have the general powers and duties as are incident to the
office of Treasurer of a corporation. If required by the Board
of Directors, the Treasurer shall give the Corporation a bond in
a form and in such sum with surety as shall be satisfactory to
the Board of Directors for the faithful performance of his or her
duties as Treasurer and for the restoration to the Corporation,
in the case of his or her death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his or her possession, or
under his or her control, and belonging to the Corporation. The
Treasurer shall perform such other duties as may be prescribed by
the Board of Directors (including by the Chairman of the Board),
the Chief Executive Officer, or the President.
Section 4.9. Comptroller. The Comptroller shall have control
over all accounts and records of the Corporation pertaining to
moneys, properties, materials and supplies, and shall have
executive direction over the bookkeeping and accounting functions
and shall have the general powers and duties as are incident to
the office of comptroller of a corporation. The Comptroller
shall perform such other duties as may be prescribed by the Board
of Directors
(including by the Chairman of the Board), the Chief Executive
Officer, the President, or a Vice President.
Section 4.10. Other Officers. Such other officers of the
Corporation as the Board of Directors may appoint shall perform
such duties and have such powers as from time to time may be
assigned to them by the board. The Board of Directors may
delegate to any other officer of the Corporation the power to
appoint such other officers and to prescribe their respective
duties and powers.
ARTICLE V
Capital Stock
Section 5.1. Form and Execution of Certificates. The
certificates for shares of the capital stock of the Corporation
shall be of such form and content, not inconsistent with statute
and the Certificate of Incorporation, as shall be approved by the
Board of Directors. Every holder of stock in the Corporation
shall be entitled to have a certificate signed, in the name of
the Corporation, by (i) either the Chairman of the Board, the
Chief Executive Officer, the President or a Vice President and
(ii) by any one of the following officers: the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer.
All certificates shall be consecutively numbered in each class of
shares. The name and address of the person owning the shares
represented thereby, with the number of shares and the date of
issue, shall be entered on the Corporation's books.
Section 5.2. Signatures. Any or all of the signatures
on a certificate may be a facsimile thereof. In case any offi-
cer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before
such certificate is issued, it may be issued by the Corporation
with the same effect as if he/she were such officer, transfer
agent or registrar at the date of issue.
Section 5.3. Lost Certificates. The Board of Directors
may direct a new certificate to be issued in place of any
certificate theretofore issued by the Corporation alleged to have
been lost, stolen or destroyed, upon the making of an affidavit
of that fact by the person claiming the certificate of stock to
be lost, stolen or destroyed. When authorizing such issue of a
new certificate, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate, or his/her
legal representative, to advertise the same in such manner as the
Board of Directors shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.
Section 5.4. Transfers. The capital stock of the
Corporation shall be transferable in the manner provided by
statute and in these By-Laws. Transfers of shares shall be made
on the books of the Corporation only by the person named in the
certificate or by his/her attorney lawfully constituted in
writing and upon the surrender of the certificate therefor, which
shall be canceled before a new certificate shall be issued.
Section 5.5. Record Date. In order that the Corporation
may determine the stockholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof, or
entitled to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend
or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or
exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix, in advance, a record date, which
shall not be more than sixty days nor less than ten days before
the date of such meeting, nor more than sixty days prior to any
other action. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply
to any adjournment of the meeting; provided, however, that the
Board of Directors may fix a new record date for the adjourned
meeting.
Section 5.6. Beneficial Ownership Rights. The
Corporation shall be entitled to recognize the exclusive right of
a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the
owner of shares, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by
statute.
ARTICLE VI
Notices
Section 6.1. Notices. Whenever written notice is re-
quired by statute, the Certificate of Incorporation, or these By-
Laws to be given to any director, member of a committee, or
stockholder, such notice may be given by mail, addressed to each
such person, at his/her address as it appears on the records of
the Corporation, with postage thereon prepaid, and such notice
shall be deemed to be given at the time when the same shall be
deposited in the United States mail, or as otherwise provided by
statute. Written notice may also be given personally or by tele-
gram, telex or cable.
Section 6.2. Waivers of Notice. Whenever any notice is
required by statute, the Certificate of Incorporation, or these
By-Laws to be given to any director, member of a committee, or
stockholder, a waiver thereof in writing, signed by the person or
persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.
ARTICLE VII
General Provisions
Section 7.1. Dividends. Dividends upon the capital
stock of the Corporation, subject to any provision imposed by the
Certificate of Incorporation, may be declared by the Board of
Directors at any regular or special meeting, or by written
consent to the action of the board without such meeting(s), and
may be paid in cash, in property, or in shares of the capital
stock. Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sum
or sums as the Board of Directors from time to time, in its
absolute discretion, deems proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing
or maintaining any property of the Corporation, or for any proper
purpose, and the Board of Directors may modify or abolish any
such reserve.
Section 7.2. Disbursements. All checks or demands for
money and notes of the Corporation shall be signed by such
officer or officers or such other person or persons as the Board
of Directors may from time to time designate.
Section 7.3. Voting Securities Owned by the Corporation.
Powers of attorney, proxies, waivers of notice of meeting,
consents and other instruments relating to securities owned by
the Corporation may be executed in the name of and on behalf of
the Corporation by the Chief Executive Officer, the President,
any Vice President, the Secretary, or any Assistant Secretary,
and any such officer may, in the name of and on behalf of the
Corporation, take all such action as any such officer may deem
advisable to vote in person or by proxy at any meeting of
security holders of any corporation in which the Corporation may
own securities and at any such meeting shall possess and may
exercise any and all rights and power incident to the ownership
of such securities and which, as the owner thereof, the
Corporation might have exercised and possessed if present. The
Board of Directors may, by resolution, from time to time confer
like powers upon any other person or persons.
Section 7.4. Fiscal Year. The fiscal year of the Corpo-
ration shall begin on the first day of January and end on the
thirty-first day of December each year.
Section 7.5. Corporate Seal. The seal of the
Corporation (if there be one) shall have inscribed thereon the
name of the Corporation, the year of its incorporation, the words
"Corporate Seal" and "Delaware", and any such other emblem or
device as approved by the Board of Directors. The seal may be
used by causing it or a facsimile thereof to be impressed or
affixed or in any other manner reproduced.
ARTICLE VIII
Indemnification
Section 8.1. Power to Indemnify in Actions, Suits
or Proceedings Other than Those By or in the Right of the
Corporation. Subject to Section 8.3 of this Article VIII, the
Corporation shall indemnify any person who was or is a party to
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that he/she
is or was a director or officer of the Corporation, or is or was
a director or officer of the Corporation serving at the request
of the Corporation as a director or officer, employee or agent of
another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him/her in connection with
such action, suit or proceeding, if he/she acted in good faith
and in a manner he/she reasonably believed to be in or not op-
posed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to
believe his/her conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he/she reasonably be-
lieved to be in or not opposed to the best interests of the
Corporation and, with respect to any criminal action or proceed-
ing, had reasonable cause to believe that his/her conduct was
unlawful.
Section 8.2. Power to Indemnify in Actions, Suits
or Proceedings By or in the Right of the Corporation. Subject to
Section 8.3 of this Article VIII, the Corporation shall indemnify
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by
or in the right of the Corporation to procure a judgment in its
favor by reason of the fact that he/she is or was a director or
officer of the Corporation, or is or was a director or officer of
the Corporation serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him/her in connection with the defense
or settlement of such action or suit if he/she acted in good
faith and in a manner he/she reasonably believed to be in or not
opposed to the best interests of the Corporation; except that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his/her
duty to the Corporation, unless and only to the extent that the
court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper.
Section 8.3. Authorization of Indemnification. Any
indemnification under this Article VIII (unless ordered by a
court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the
director or officer is proper in the circumstances because he/she
has met the applicable standard of conduct set forth in Section
8.1 or Section 8.2 of this Article VIII, as the case may be.
Such determination shall be made (i) by the Board of Directors by
a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (ii) if such a
quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel
in a written opinion, or (iii) by the stockholders. To the
extent, however, that a director or officer of the Corporation
has been successful on the merits or otherwise in defense of any
action, suit or proceeding described above, or in defense of any
claim, issue or matter therein, he/she shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by him/her in connection therewith, without
the necessity of authorization in the specific case.
Any determination made by the disinterested directors
or by independent legal counsel under this section shall be
promptly communicated to the person who threatened or brought the
action or suit by or in the right of the Corporation under
Section 8.1 and 8.2 of this Article VIII, and, within ten days
after receipt of such notification, such persons shall have the
right to petition the court (at courts' discretion) in which such
action or suit was brought to review the reasonableness of such
determination.
Section 8.4. Good Faith Defined. For purposes of
any determination under Section 8.3 of this Article VIII, a
person shall be deemed to have acted in good faith and in a
manner he/she reasonably believed to be in or not opposed to the
best interests of the Corporation, or, with respect to any
criminal action or proceeding, to have had no reasonable cause to
believe his/her conduct was unlawful, if his/her action is based
on the records or books of account of the Corporation or another
enterprise, or on information supplied to him/her by the officers
of the Corporation or another enterprise in the course of their
duties, or on the advice of legal counsel for the Corporation or
another enterprise or on information or records given or reports
made to the Corporation or another enterprise by an independent
certified public accountant, or by an appraiser or other expert
selected with reasonable care by the Corporation or another
enterprise. The term "another enterprise" as used in this
Section 8.4 shall mean any other corporation or any partnership,
joint venture, trust, employee benefit plan or other enterprise
of which such person is or was serving at the request of the
Corporation as a director, officer, employee or agent. The
provisions of this Section
8.4 shall not be deemed to be exclusive or to limit in any way
the circumstances in which a person may be deemed to have met the
applicable standard of conduct set forth in Sections 8.1 or 8.2
of this Article VIII, as the case may be.
Section 8.5. Indemnification by a Court. Notwith-
standing any contrary determination in the specific case under
Section 8.3 of this Article VIII, and notwithstanding the absence
of any determination thereunder, any director or officer may
apply to any court of competent jurisdiction in the State of
Delaware for indemnification to the extent otherwise permissible
under Sections 8.1 and 8.2 of this Article VIII. The basis of
such indemnification by a court shall be a determination by such
court that indemnification of the director or officer is proper
in the circumstances because he/she has met the applicable
standards of conduct set forth in Sections 8.1 or 8.2 of this
Article VIII, as the case may be. Neither a contrary
determination in the specific case under Section 8.3 of this
Article VIII nor the absence of any determination thereunder
shall be a defense to such application or create a presumption
that the director or officer seeking indemnification has not met
any applicable standard of conduct. Notice of any application
for indemnification pursuant to this Section 8.5 shall be given
to the Corporation promptly upon the filing of such application.
If successful, in whole or in part, the director or officer
seeking indemnification shall also be entitled to be paid the
expense of prosecuting such application.
Section 8.6. Expenses Payable in Advance. Expenses
incurred by a director or officer in defending or investigating a
threatened or pending action, suit or proceeding shall be paid by
the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or
on behalf of such director or officer to repay such amount if it
shall ultimately be determined that he/she is not entitled to be
indemnified by the Corporation as authorized in this Article
VIII.
Section 8.7. Nonexclusivity of Indemnification and
Advancement of Expenses. The indemnification and advancement of
expenses provided by or granted pursuant to this Article VIII
shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be
entitled under any other provision of these By-Laws, or similarly
entitled under any agreement, contract, vote of stockholders or
disinterested directors, or pursuant to the direction (howsoever
embodied) of any court of competent jurisdiction or otherwise,
both as to action in his/her official capacity and as to action
in another capacity while holding such office, it being the
policy of the Corporation that indemnification of the persons
specified in Sections 8.1 and 8.2 of this Article VIII shall be
made to the fullest extent permitted by statute. The provisions
of this Article VIII shall not be deemed to preclude the
indemnification of any person who is not specified in Sections
8.1 or 8.2 of this Article VIII, but whom the Corporation has the
power or obligation to indemnify under the provisions of statute
of the State of Delaware, or otherwise.
Section 8.8. Insurance. The Corporation may pur-
chase and maintain insurance on behalf of any person who is or
was a director or officer of the Corporation, or is or was a
director or officer of the Corporation serving at the request of
the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise against any liability asserted
against him/her and incurred by him/her in any such capacity, or
arising out of his/her status as such, whether or not the
Corporation would have the power or the obligation to indemnify
him/her against such liability under the provisions of this
Article VIII.
Section 8.9. Certain Definitions. For purposes of
this Article VIII, references to "the Corporation" shall include,
in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed
in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its
directors or officers, so that any person who is or was a
director or officer of such constituent corporation, or is or was
a director or officer of such constituent corporation serving at
the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise,
shall stand in the same position under the provisions of this
Article VIII with respect to the resulting or surviving
corporation as he/she would have with respect to such constituent
corporation if its separate existence had continued. For
purposes of this Article VIII, references to "fines" shall
include any excise taxes assessed on a person with respect to an
employee benefit plan; and references to "serving at the request
of the Corporation" shall include any service as a director,
officer, employee or agent of the Corporation which imposes
duties on, or involves services by, such director or officer with
respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a
manner he/she reasonably believed to be in the best interests of
the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the
best interests of the Corporation", as referred to in this
Article VIII.
Section 8.10. Survival of Indemnification and
Advancement of Expenses. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article VIII
shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors
and administrators of such a person.
Section 8.11. Limitation on Indemnification.
Notwithstanding anything contained in this Article VIII to the
contrary, except for proceedings to enforce rights to indem-
nification (which shall be governed by Section 8.5 hereof), the
Corporation shall not be obligated to indemnify any director or
officer in connection with a proceeding (or part thereof)
initiated by such person unless such proceeding (or part thereof)
was authorized or consented to by the Board of Directors of the
Corporation.
The Corporation shall indemnify a director who was
wholly successful, on merits or otherwise, in the defense of any
proceedings to which he/she was a party because he/she was a
director of the Corporation against reasonable expenses incurred
by him/her in connection with the proceeding.
Section 8.12. Indemnification of Employees and
Agents. The Corporation may, to the extent authorized from time
to time by the Board of Directors, provide rights to indem-
nification and to the advancement of expenses to employees and
agents of the Corporation, similar to those conferred in this
Article VIII to directors and officers of the Corporation.
ARTICLE IX
Amendments
Section 9.1. Amendments. These By-Laws may be altered,
amended or repealed, in whole or in part, or new By-Laws may be
adopted: (i) by the affirmative vote of a majority of the holders
of record of the outstanding shares entitled to vote thereon, or
by the written consent of the holders of record of a two-thirds
majority of the outstanding shares entitled to vote thereon,
except as such alteration, amendment or repeal by any vote or
written consent of the stockholders is otherwise expressly
prohibited by statute; or (ii) by a majority vote of the Board of
Directors, or by unanimous written consent of the board, except
as such alteration, amendment or repeal by any vote or action of
the board is otherwise expressly prohibited by statute.
ARTICLE X
Emergency By-Laws
Section 10.1. Emergency By-Laws. The Emergency By-
Laws shall be operative during any emergency in the conduct of
the business of the Corporation resulting from an attack on the
United States or on a locality in which the Corporation conducts
its business or customarily holds meetings of its Board of
Directors or its stockholders, or during any nuclear or atomic
disaster, or during the existence of any catastrophe, or similar
emergency condition, as a result of which a quorum of the Board
of Directors or a standing committee thereof cannot readily be
convened for action, notwithstanding any provision to the
contrary in the preceding By-Laws, in the Certificate of
Incorporation, or in the statute. To the extent not inconsistent
with the provisions of this Section 10.1, the By-Laws of the
Corporation shall remain in effect during any emergency, and upon
its termination, the Emergency By-Laws shall cease to be
operative. Any amendments to these Emergency By-Laws may make
any further or different provision that may be practical and
necessary for the circumstance of the emergency.
During any such emergency: (A) a meeting of the Board
of Directors or a committee thereof may be called by any officer
or director of the Corporation. Notice of the time and place of
the meeting or conference call shall be given by the person
calling the meeting to such of the directors as it may be
feasible to reach by any means of communication. Such notice
shall be given at such time in advance of the meeting as
circumstances permit in the judgment of the person calling the
meeting; (B) the director or directors in attendance at the
meeting shall constitute a quorum; (C) the officers or other
persons designated on a list approved by the Board of Directors
before the emergency, all in such order of priority and subject
to such conditions and for such period of time (not longer than
reasonably necessary after the termination of the emergency) as
may be provided in the resolution approving the list, shall, to
the extent required to provide a quorum at any meeting of the
Board of Directors, be deemed the directors for such meeting; (D)
the Board of Directors, either before or during any such
emergency, may provide, and from time to time modify, lines of
succession in the event that during such emergency any or all
officers or agents of the Corporation shall for any reason be
rendered incapable of discharging their duties; (E) the Board of
Directors, either before or during any such emergency, may,
effective in the emergency, change the head office or designate
several alternative head offices or regional offices, or
authorize the officers so to do; and (F) to the extent required
to constitute a quorum at any meeting of the Board of Directors
during such an emergency, the officers of the Corporation who are
present shall be deemed, in order of rank and within the same
rank in order of seniority, the directors for such meeting.
No officer, director or employee acting in accordance
with any provision of these Emergency By-Laws shall be liable
except for willful misconduct.
These Emergency By-Laws shall be subject to alteration,
amendment or repeal by the further actions of the Board of
Directors or stockholders of the Corporation.
Adopted September 26, 1996
CERTIFICATE OF INCORPORATION
OF
Cinergy Communications, Inc.
The undersigned, for the purpose of organizing a corporation
under the General Corporation Law of the State of Delaware,
certifies:
FIRST: The name of the corporation is Cinergy
Communications, Inc.
SECOND: The address of the corporation's registered office
in the State of Delaware is the Corporation Trust Center, 1209
Orange Street, Wilmington, Delaware 19801, County of New Castle.
The name of its registered agent at such address is The
Corporation Trust Company.
THIRD: The purpose of the corporation is to engage in any
lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.
FOURTH: The total number of shares of stock which the
corporation shall have authority to issue is five hundred (500)
shares of common stock, without par value.
FIFTH: The name and mailing address of the incorporator is
Rosemary E. Grieme, 139 East Fourth Street, Cincinnati, Ohio
45202.
SIXTH: A director of the corporation shall not be
personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174
of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived any improper personal
benefit. If the Delaware General Corporation Law is amended
after the date of the filing of this Certificate to authorize
corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the
corporation shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended.
No repeal or modification of this Article SIXTH shall apply to or
have any effect on the liability or alleged liability of any
director of the corporation for or with respect to any acts or
omissions of such director occurring prior to such repeal or
modification.
SEVENTH: The directors shall have power to make, alter or
repeal by-laws, except as may otherwise be provided in the by-
laws.
EIGHTH: Elections of directors need not be by written
ballot, except as may otherwise be provided in the by-laws.
WITNESS my signature this 19th day of September, 1996.
Rosemary Grieme
Sole Incorporator
AMENDED ARTICLES OF INCORPORATION
OF
ENERTECH ASSOCIATES, INC.
FIRST: The name of the corporation shall be Enertech
Associates, Inc. (the "Corporation").
SECOND: The principal office of the Corporation in the
State of Ohio is to be located in the City of Cincinnati, County
of Hamilton.
THIRD: The purpose for which the Corporation is formed is
to engage in any lawful act or activity for which corporations
may be formed under the General Corporation Law of the State of
Ohio.
FOURTH: The number of shares which the Corporation is
authorized to have outstanding is Seven Hundred Fifty (750), all
of which shall be common shares without par value.
FIFTH: To the extend permitted by law the Corporation may,
from time to time, pursuant to authorization of the Board of
Directors and without action by the shareholders, purchase or
otherwise acquire shares of any class, bonds, debentures, notes,
script, warrants, obligations, evidences of indebtedness, or
other securities of the corporation (or any other corporation) in
such manner, upon such terms, and in such amounts as the Board of
Directors may determine.
SIXTH: No transaction between the Corporation and any other
corporation shall in any way be affected or invalidated by the
fact that any director of the Corporation has an interest in such
other corporation, including being a director or officer of such
corporation, provided that the fact that the interest exists
shall be disclosed or shall have been known to the Board of
Directors, or a majority thereof; any director of the Corporation
who has such an interest may be counted in determining the
existence of a quorum at any meeting of the Board of Directors of
the Corporation which shall authorize such transactions, and may
vote thereat to authorize such transaction, with like force and
effect as if he were not so interested.
SEVENTH: No holders of shares of the Corporation shall have
any pre-emptive right to subscribe for or to purchase any shares
of the Corporation of any class, whether such shares or such
class be now or hereafter authorized.
EIGHTH: Any amendment hereto, including any that could be
adopted by the Board of Directors of this Corporation, may be
adopted at a meeting of shareholders held for such purpose by the
affirmative vote of the holders of shares entitled to exercise a
majority of the voting power of the Corporation on such proposal.
Adopted: October 26, 1992
Amended: December 20, 1994
Amended: November 27, 1996
BY-LAWS
OF
CINERGY SOLUTIONS, INC.
ARTICLE I
Offices and Agent
Section 1. Offices. The registered office of the
Corporation shall be located in the City of Wilmington, New Castle
County, State of Delaware. The Corporation may establish branch
offices and conduct and carry on business at such other places
within or without the State of Delaware as the Board of Directors
may from time to time fix or designate, and any business conducted
or carried on at such other place or places shall be as binding as
effectual as if transacted at the registered office of the
Corporation.
ARTICLE II
Shareholders' Meetings
Section 1. Annual Meeting. The annual meeting of the
shareholders in each year shall be held at such hour on said day
and at place within or without the State of Delaware as may be
designated by the Board of Directors, or if not so fixed, at the
principal business office of the Corporation in the City of
Cincinnati, County of Hamilton, State of Ohio, for the purpose of
electing directors and for the transaction of such other business
as may properly be brought before the meeting.
Section 2. Notice of Annual Meeting. Notice of the annual
meeting shall be given in writing to each shareholder entitled to
vote thereat, at such address as appears on the records of the
Corporation at least ten (10) days, and not more than sixty (60)
days prior to the meeting.
Section 3. Special Meetings. Special meetings of the
shareholders may be called at any time by the President or a Vice-
President, by the Board of Directors or by shareholders holding in
the aggregate one-fifth of the voting power of all the shares
outstanding and entitled to vote thereat, upon notice in writing,
stating the time, place and purpose of the meeting. Business
transacted at all special meetings shall be confined to the
objects stated in the call.
Section 4. Notice of Special Meeting. Notice of a special
meeting, in writing, stating the time, place and purpose thereof,
shall be given to each shareholder entitled to vote thereat, not
less than ten (10) nor more than sixty (60) days after the receipt
of said request.
Section 5. Waiver of Notice. Notice of any shareholders'
meeting may be waived in writing by any shareholder at any time
before or after the meeting.
Section 6. Quorum. At any meeting of the shareholders, the
holders of a majority of the shares of stock of the Corporation,
issued and outstanding, and entitled to vote, present in person or
by proxy, shall constitute a quorum for all purposes, unless
otherwise specified by law or the Articles of Incorporation.
If, however, such majority shall not be present or
represented at any meeting of the shareholders, the shareholders
entitled to vote, present in person or by proxy, shall have power
to adjourn the meeting from time to time without further notice,
other than by announcement at the meeting, until the requisite
amount of voting stock shall be present. At any such adjourned
meeting, at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as
originally called.
Section 7. Voting. At any meeting of the shareholders,
every shareholder having the right to vote shall be entitled to
vote in person, or by proxy appointed by an instrument in writing
subscribed by such shareholder and bearing a date not more than
eleven (11) months prior to said meeting, unless some other
definite period of validity shall be expressly provided therein.
Each shareholder shall have one (1) vote for each share of
stock having voting power, registered in his name on the books of
the Corporation, at the date fixed for determination of persons
entitled to vote at the meeting, which date shall not exceed forty
(40) days preceding the date of meeting.
A complete list of shareholders entitled to vote at the
shareholders' meetings, arranged in alphabetical order, with the
address and the number of voting shares held by each, shall be
produced on the request of any shareholder, and such list shall be
prima facie evidence of the ownership of shares and of the right
of shareholders to vote, when certified by the Secretary or by the
agent of the Corporation having charge of the transfer of shares.
The list of shareholders shall be delivered to the Inspectors
of Election after their appointment at the meeting.
Section 8. Inspectors of Election. At each meeting of the
shareholders, the presiding officer of the meeting shall appoint
three (3) inspectors of election, who need not be shareholders.
The inspectors shall receive and count the votes, either upon an
election or for the decision of any question, and shall determine
the result. Their certificate of any vote shall be prima facie
evidence thereof.
ARTICLE III
Board of Directors
Section 1. Number of Directors, Tenure, Vacancies. The
business and affairs of the Corporation shall be managed and
controlled by a Board of three (3) Directors, who need not be
shareholders. Directors shall be elected annually by the
shareholders at the annual meeting, and each director shall hold
office until his successor shall have been elected and qualified.
Any director may resign at any time. Vacancies occurring in the
Board of Directors shall be filled by the remaining members of the
board. A director thus elected to fill any vacancy shall hold
office for the unexpired term of his predecessor and until his
successor is elected and qualifies. Any director may be removed
at any time by the affirmative vote of a majority of the stock
then issued and entitled to vote at a special meeting of
shareholders called for the purpose.
Section 2. Annual Organization Meeting. Immediately after
each annual election, the newly-elected directors may meet
forthwith (either within or without the State of Delaware) for the
purpose of organization, the election of officers and the trans-
action of other business. If a majority of the directors be then
present no prior notice of such meeting shall be required to be
given. The place and time of such first meeting may, however, be
fixed by written consent of all the directors, or by three (3)
days written notice given by the Secretary of the Corporation.
Section 3. Regular Meetings. Regular meetings of the Board
of Directors may be held at such time and place (either within or
without the State of Delaware), and upon such notice, as the Board
of Directors may from time to time determine.
Section 4. Special Meetings. Special meetings of the Board
of Directors may be held at such time and place (either within or
without the State of Delaware) as determined by and may be called
by, the President or any Vice-President or any two (2) members of
the Board of Directors upon at least one hour prior notice.
Section 5. Notice of Meetings. Notice of meetings shall be
given to each director in accordance with Article X, Section 1, of
these By-Laws.
Section 6. Quorum. A majority of the Board of Directors
shall constitute a quorum at all meetings for the transaction of
business.
Section 7. Compensation of Directors. Each director of the
Corporation (other than directors who are salaried officers of the
Corporation or of Cinergy Corp. or any of its subsidiaries) shall
be entitled to receive as compensation for services such amounts
as may be determined from time to time by the Board of Directors
in form either in fees for attendance at the meeting of the Board
of Directors, or by payment at the rate of a fixed sum per month
or both. The same payment may also be made to any one other than
a director officially called to attend any such meeting.
Section 8. Executive Committee. The Board of Directors may,
by resolution passed by a majority of the whole Board, designate
annually three (3) of their number (the President and two (2)
other members of the Board) to constitute an Executive Committee,
who to the extent provided in the resolution, shall exercise in
the intervals between the meetings of the Board of Directors the
powers of the Board in the management of the business and affairs
of the Corporation.
The Executive Committee may act by a majority of its members
at a meeting or by a writing signed by all of its members.
All action by the Executive Committee shall be reported to
the Board of Directors at its meeting next succeeding such action.
Non-employee members of such Executive Committee shall be
entitled to receive such fees and compensation as the Board of
Directors may determine.
Section 9. Other Committees. The Board of Directors may
also appoint such other standing or temporary committees from time
to time as they may see fit, delegating to such committees all or
any part of their own powers. The members of such committees
shall be entitled to receive such fees as the Board may determine.
ARTICLE IV
Officers
Section 1. Officers. The officers of the Corporation shall
consist of a President, one or more Vice-Presidents, one or more
Managing Directors, a Secretary and one or more Assistant
Secretaries and a Treasurer and one or more Assistant Treasurers,
all of whom shall be elected by the Board of Directors, and shall
hold office for one (1) year and until their successors are chosen
and qualified. The Board of Directors may, at its option, elect a
Chairman of the Board.
Any two or more offices may be held by the same person,
except that the duties of the President and Secretary shall not be
performed by the same person. All vacancies occurring among any
of the above offices shall be filled by the Board of Directors.
Any office may be removed at any time by the affirmative vote of a
majority of the Board of Directors at a special meeting of the
Board of Directors called for the purpose.
Section 2. Subordinate Officers. The Board of Directors may
appoint such other officers and agents with such powers and duties
as they shall deem necessary.
Section 3. Chairman of the Board. The Chairman of the Board
of Directors, if there is one elected as herein provided, shall be
a director and shall preside at all meetings of the Board of
Directors and shall, subject to their direction and control, be
their representative and medium of communication, and shall
perform such duties as may from time to time be assigned to him by
the Board of Directors.
Section 4. President and Chief Executive Officer. The
President and Chief Executive Officer shall be a director and
shall be the chief executive officer of the Corporation. He shall
preside at all meetings of the shareholders and Executive
Committee and, in the absence of the Chairman of the Board of
Directors, if there be one, at all meetings of the Board of
Directors. He shall have general and active management of the
business of the Corporation, shall see that all orders and
resolutions of the Board of Directors or Executive Committee are
carried into effect, and shall have general powers and duties of
supervision and management usually vested in the office of
President and chief executive officer of a corporation.
Section 5. Vice-Presidents. The Vice-Presidents shall
perform such duties as the Board of Directors shall, from time to
time, require. In the absence or incapacity of the President, the
Vice-President designated by the President or Board of Directors
or Executive Committee shall exercise the powers and duties of the
President.
Section 6. Managing Directors. The Managing Directors shall
have authority to bind the Corporation to contractual obligations
and shall perform such duties as the Board of Directors shall,
from time to time, require.
Section 7. Secretary. The Secretary shall attend all
meetings of the Board of Directors, of the Executive Committee and
of the shareholders and act as clerk thereof and record all votes
and the minutes of all proceedings in a book to be kept for that
purpose.
He shall see that proper notice is given of all meetings of
the shareholders of the Corporation and of the Board of Directors
and shall perform such other duties as may be prescribed from time
to time by the Board of Directors or by the President.
Assistant Secretaries. At the request of the Secretary, or
in his or her absence or inability to act, the Assistant Secretary
or, if there be more than one, the Assistant Secretary designated
by the Secretary, shall perform the duties of the Secretary and
when so acting shall have all the
powers of and be subject to all the restrictions of the Secretary.
The Assistant Secretaries shall perform such other duties as may
from time to time be assigned to them by the President, the
Secretary, or the Board of Directors.
Section 8. Treasurer. The Treasurer shall be the financial
officer of the Corporation, shall keep full and accurate accounts
of receipts and disbursements in books belonging to the
Corporation, shall deposit all moneys and other valuables in the
name and to the credit of the Corporation, in such depositories as
may be directed by the Board of Directors, shall disburse the
funds of the Corporation as may be ordered by the Board of
Directors or by the President, taking proper vouchers therefor,
and shall render to the President and directors at all regular
meetings of the Board of Directors, or whenever they may require
it, and to the annual meeting of the shareholders, an account of
all his transactions as Treasurer and of the financial condition
of the Corporation.
He shall also perform such other duties as the Board of
Directors may from time to time require.
He shall give a bond for the faithful discharge of his duties
in such sum as the Board of Directors may require.
Assistant Treasurers. At the request of the Treasurer, or in
his absence or inability to act, the Assistant Treasurer or, if
there be more than one, the Assistant Treasurer designated by the
Treasurer, shall perform the duties of the Treasurer and when so
acting shall have all the powers of and be subject to all the
restrictions of the Treasurer. The Assistant Treasurers shall
perform such other duties as may from time to time be assigned to
them by the President, the Treasurer, or the Board of Directors.
ARTICLE V
Indemnification of Directors, Officers, Employees, and Agents
Section 1. Definitions. As used in this Article:
A. "Corporation" includes any domestic or foreign
predecessor entity of the Corporation in a merger or other
transaction in which the predecessor's existence ceased upon
consummation of the transaction.
B. "Director" means an individual who is or was a
Director of the Corporation or an individual who, while a Director
of the Corporation, is or was serving at the Corporation's request
as a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan, or other enterprise. A
Director shall be considered to be serving an employee benefit
plan at the Corporation's request if his or her duties to the
Corporation also impose duties on, or otherwise involve services
by, him or her to the plan or to participants in or beneficiaries
of the plan. "Director" includes, unless the context requires
otherwise, the estate or personal representative of a Director.
C. "Expenses" include counsel fees and any expenses
incurred in connection with investigating or defending any claim.
D. "Liability" means the obligation to pay a judgment,
settlement, penalty, fine (including an excise tax assessed with
respect to an employee benefit plan), or reasonable expenses
incurred with respect to a proceeding.
E. "Official capacity" means:
(1) When used with respect to a Director, the office of
Director in the Corporation; and
(2) When used with respect to an individual other than
a Director, as contemplated in Section 6, the office in the
Corporation held by the officer or the employment or agency
relationship undertaken by the employee or agent on behalf of the
Corporation. "Official capacity" shall not include service for
any other foreign or domestic corporation or any partnership,
joint venture, trust, employee benefit plan, or other enterprise.
F. "Party" includes an individual who was, is, or is
threatened to be made a named defendant or respondent in a
proceeding.
G. "Proceeding" means any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative and whether formal or informal.
Section 2. Indemnification.
A. Except as provided in subsection (D) of this Section,
the Corporation shall indemnify an individual made a party to a
proceeding because he or she is or was a Director against
liability incurred in the proceeding if:
(1) He or she conducted himself or herself in good
faith; and
(2) He or she reasonably believed:
(a) In the case of conduct in his or her official
capacity with the Corporation, that his or her conduct was in its
best interest; and
(b) In all other cases, that his or her conduct
was at least not opposed to its best interests; and
(3) In the case of any criminal proceeding, he or she
had no reasonable cause to believe his or her conduct was
unlawful.
B. A Director's conduct with respect to an employee
benefit plan for a purpose he or she reasonably believed to be in
the interests of the participants in and beneficiaries of the plan
shall be conduct that satisfies the requirement of subsection
A(2)(b) of this Section.
C. The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent shall not be, of itself, determinative that the
Director did not meet the standard of conduct described in this
Section.
D. The Corporation may not indemnify a Director under
this Section:
(1) In connection with a proceeding by or in the right
of the Corporation in which the Director was adjudged liable to
the Corporation; or
(2) In connection with any other proceeding charging
improper personal benefit to him or her, whether or not involving
action in his or her official capacity, in which he or she was
adjudged liable on the basis that personal benefit was improperly
received by him or her.
E. Indemnification permitted under this Section in
connection with a proceeding by or in the right of the Corporation
shall be limited to reasonable expenses incurred in connection
with the proceeding.
Section 3. Mandatory Indemnification. Unless limited by the
Articles of Incorporation, the Corporation shall indemnify a
Director who was wholly successful, on the merits or otherwise, in
the defense of any proceeding to which he or she was a party
because he or she is or was a Director of the Corporation against
reasonable expenses incurred by him or her in connection with the
proceeding.
Section 4. Advance for Expenses.
A. The Corporation may pay for or reimburse the
reasonable expenses incurred by a Director who is a party to a
proceeding in advance of final disposition of the proceeding if:
(1) The Director furnishes the Corporation a written
affirmation of his or her good faith belief that he or she has met
the standard of conduct described in Section 2;
(2) The Director furnishes the Corporation a written
undertaking, executed personally or on his or her behalf, to repay
the advance if it is ultimately determined that he or she did not
meet the standard of conduct; and
(3) A determination is made that the facts then
known to those making the determination would not preclude
indemnification under this article.
B. The undertaking required by subsection A(2) of this
Section shall be an unlimited general obligation of the Director
but shall not be required to be secured and may be accepted
without reference to financial ability to make repayment.
C. Determinations and authorizations of payments under
this Section shall be made in the manner specified in Section 5.
Section 5. Determination and Authorization of
Indemnification.
A. The Corporation shall not indemnify a Director under
Section 2 of this Article unless authorized in the specific case
after a determination has been made that indemnification of the
Director is permissible in the circumstances because he or she has
met the standard of conduct set forth in Section 2.
B. The determination shall be made:
(1) By the Board of Directors by majority vote of a
quorum consisting of Directors not at the time parties to the
proceeding;
(2) If a quorum cannot be obtained under subsection
B(1) of this Section, by majority vote of a committee duly
designated by the Board of Directors (in which designation
Directors who are parties may participate), consisting solely of
two or more Directors not at the time parties to the proceeding;
(3) By special legal counsel:
(a) Selected by the Board of Directors or its
committee in the manner prescribed in subsection B(1) and (2) of
this Section; or
(b) If quorum of the Board of Directors cannot
be obtained under subsection B(1) of this Section and a committee
cannot be designated under subsection B(2) of this Section,
selected by majority vote of the full Board of Directors (in which
selection Directors who are parties may participate); or
(4) By the shareholders, but shares owned by or
voted under the control of Directors who are at the time parties
to the proceeding shall not be voted on the determination.
C. Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as the
determination that indemnification is permissible, except that if
the determination is made by special legal counsel, authorization
of indemnification and evaluation as to reasonableness of expenses
shall be made by those entitled under subsection B(3) of this
Section to select counsel.
Section 6. Indemnification of Officers, Employees, and
Agents. Unless the Corporation's Articles of Incorporation
provide otherwise:
A. An officer of the Corporation who is not a Director
shall be entitled to mandatory indemnification under Section 3,
and is entitled to apply for court-ordered indemnification under
the Delaware General Corporation Law, in each case to the same
extent as a Director;
B. The Corporation may indemnify and advance expenses
under this Article to an officer, employee, or agent of the
Corporation who is not a Director to the same extent as to a
Director; and
C. The Corporation may also indemnify and advance
expenses to an officer, employee, or agent who is not a Director
to the extent, consistent with public policy, that may be provided
by the Articles of Incorporation, By-Laws, general or specific
action of the Board of Directors, or contract.
Section 7. Insurance. The Corporation may purchase and
maintain insurance on behalf of an individual who is or was a
Director, officer, employee, or agent of the Corporation, or who,
while a Director, officer, employee, or agent of the Corporation,
is or was serving at the request of the Corporation as a director,
officer, partner, trustee, employee, or agent of another foreign
or domestic corporation, partnership, joint venture, trust,
employee benefit plan, or other enterprise, against liability
asserted against or incurred by him or her in that capacity or
arising from his or her status as a Director, officer, employee,
or agent, whether or not the Corporation would have power to
indemnify him or her against the same liability under Section 2 or
3.
Section 8. Application of this Article.
A. The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article shall not be
deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under
the By-Laws, any agreement, vote of shareholders or disinterested
Directors, or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such
office.
B. This Article shall not limit the Corporation's power
to pay or reimburse expenses incurred by a Director in connection
with his or her appearance as a witness at a proceeding at a time
when he or she has not been made a named defendant or respondent
to the proceeding.
ARTICLE VI
Capital Stock
Section 1. Form and Execution of Certificates. The
certificates for shares of the capital stock of the Corporation
shall be of such form and content, not inconsistent with the law
and the Articles of Incorporation, as shall be approved by the
Board of Directors. The certificates shall be signed by the
President or a Vice-President and also by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer.
All certificates shall be consecutively numbered. The name and
address of the person owning the shares represented thereby, with
the number of such shares and the date of issue, shall be entered
on the Corporation's books.
Section 2. Transfer of Shares. Shares may be transferred on
the books of the Corporation by the holder in person or by his
attorney, upon the surrender and cancellation of certificates for
a like number of shares.
Section 3. Appointment of Transfer Agents and Registrars.
The Board of Directors may appoint one or more transfer agents or
one or more registrars or both, and may require all stock
certificates to bear the signature of either or both. When any
such certificate is signed, by a transfer agent or registrar, the
signatures of the corporate officers and the corporate seal, if
any, upon such certificate may be facsimiles, engraved or printed.
In case any officer designated for the purpose, who has
signed or whose facsimile signature has been used on any such
certificate, shall, from any cause, cease to be such officer
before the certificate has been delivered by the Corporation, the
certificate may nevertheless be adopted by the Corporation and be
issued and delivered as though the person had not ceased to be
such officer.
Section 4. Closing of Transfer Books or Taking Record of
Shareholders. The Board of Directors may fix a time not exceeding
forty (40) days preceding the date of any meeting of shareholders
or any dividend payment date or any date for the allotment of
rights as a record date for the determination of the shareholders
entitled to notice of such meeting or to vote thereat
or to receive such dividends or rights as the case may be; or the
Board of Directors may close the books of the Corporation against
transfer of shares during the whole or any part of such period.
Section 5. Lost Stock Certificates. In the case of a lost
stock certificate a new stock certificate may be issued in its
place upon proof of such loss, destruction or mutilation and upon
the giving of a satisfactory bond of indemnity to the Corporation
and/or to the transfer agent and registrar of such stock, if any,
in such sum and under such terms as the Board of Directors may
provide.
ARTICLE VII
Dividends
Section 1. Dividends. The Board of Directors of the
Corporation may declare and the Corporation may pay dividends on
its outstanding shares in cash or property or in its own shares,
or may issue its own shares or securities in lieu of unpaid
accrued dividends, but no dividend shall be declared or paid or
such issue made at a time when the Corporation is insolvent or
when such payment or issue would render the Corporation insolvent
or would diminish the amount of the capital of the Corporation.
ARTICLE VIII
Fiscal Year
Section 1. Fiscal Year. The fiscal year of the Corporation
shall begin on the first day of January and terminate on the
thirty-first day of December in each year.
ARTICLE IX
Contracts, Checks, Notes, etc.
Section 1. Contracts, Checks, Notes, etc. All contracts and
agreements authorized by the Board of Directors and all bonds and
notes may, unless otherwise directed by the Board of Directors or
unless otherwise required by law, be signed by either the
President or a Vice-President or a Managing Director. The Board
of Directors may by resolution adopted at any meeting designate
officers of the Corporation who may in the name of the Corporation
execute checks, drafts and orders for the payment of money in its
behalf and, in the discretion of the Board of Directors, such
officers may be so authorized to sign such checks singly without
necessity for counter-signature.
ARTICLE X
Notice and Waiver of Notice
Section 1. Notice and Waiver of Notice. Any notice required
to be given by these By-Laws to a shareholder, director or officer
may be given in writing, personally served or through the United
States Mail, or by telephone, telecopy, telegram, cablegram or
radiogram, and such notice shall be deemed to be given at the time
when the same shall be thus transmitted. Any notice required to
be given by these By-Laws may be waived by the person entitled to
such notice.
ARTICLE XI
Corporate Seal
Section 1. Corporate Seal. The corporate seal of the
Corporation shall consist of a metallic stamp, circular in form,
bearing in its center the word "Seal", and on the outer edge the
name of the Corporation.
ARTICLE XII
Amendment
Section 1. Amendment. These By-Laws may be amended or
repealed at any meeting of the shareholders of the Corporation by
the affirmative vote of the holders of record of shares entitling
them to exercise a majority of the voting power on such proposal,
or, without a meeting, by the written consent of the holders of
record of shares entitling them to exercise two-thirds of the
voting power on such proposal.
Adopted: April, 1996
CERTIFICATE OF INCORPORATION
OF
CINERGY SOLUTIONS, INC.
The undersigned, for the purpose of organizing a corporation
under the General Corporation Law of the State of Delaware,
certifies:
FIRST: The name of the corporation shall be Cinergy
Solutions, Inc.
SECOND: The address of the corporation's registered office
in the State of Delaware is the Corporation Trust Center, 1209
Orange Street, Wilmington, Delaware 19801, County of New Castle.
The name of its registered agent at such address is The
Corporation Trust Company.
THIRD: The purpose of the corporation is to engage in any
lawful act or activity for which corporations may be formed under
the General Corporation Law of the State of Delaware.
FOURTH: The number of shares of stock which the corporation
shall have authority to issue is five hundred (500) shares of
common stock, without par value.
FIFTH: The name and mailing address of the incorporator is
Rosemary E. Grieme, 139 East Fourth Street, Cincinnati, Ohio
45202.
SIXTH: A director of the corporation shall not be
personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174
of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived any improper personal
benefit. If the Delaware General Corporation Law is amended
after the date of the filing of this Certificate to authorize
corporation action further eliminating or limiting the personal
liability of directors, then the liability of a director of the
corporation shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended.
No repeal or modification of this Article SIXTH shall apply to or
have any effect on the liability or alleged liability of any
director of the corporation for or with respect to any acts or
omissions of such director occurring prior to such repeal or
modification.
SEVENTH: The directors shall have power to make, alter or
repeal by-laws, except as may otherwise be provided in the by-
laws.
EIGHTH: Elections of directors need not be by written
ballot, except as may otherwise be provided in the by-laws.
WITNESS my signature this 10th day of February, 1997.
Rosemary E. Grieme
Sole Incorporator
CERTIFICATE OF FORMATION
OF
TRIGEN-CINERGY SOLUTIONS LLC
The undersigned, being natural persons of age eighteen years
or more, acting as organizers of a limited liability company
under the Delaware Limited Liability Company Act (as the same may
be amended from time to time, the "Act"), adopt, pursuant to
Section 18-201 of the Act, the following Certificate of Formation
for such limited liability company (the "Company"):
ARTICLE I
NAME
The name of the Company shall be: Trigen-Cinergy Solutions
LLC.
ARTICLE II
REGISTERED OFFICE, REGISTERED AGENT
The initial registered office of the Company shall be: c/o
The Corporation Trust Company, 1209 Orange Street, Wilmington,
New Castle County, Delaware, or such other location as the
Parties by mutual consent shall determine. The initial
registered agent of the Company shall be: c/o The Corporation
Trust Company, 1209 Orange Street, Wilmington, New Castle County,
Delaware, or such other location as the Parties by mutual consent
shall determine. Either the registered officer or the registered
agent may be changed in the manner provided by law.
ARTICLE III
PERIOD OF DURATION
The Company shall exist until dissolved according to law or
by the terms of the Operating Agreement (defined in Article VI).
ARTICLE IV
POWERS
Except as restricted by this Certificate of Formation, the
Company shall have any may exercise all powers and rights which a
limited liability company may exercise legally pursuant to the
Act.
ARTICLE V
AMENDMENTS
The Company reserves the right to amend its Certificate of
Formation from time to time in accordance with the Act, provided,
that the unanimous approval of the members of the Company to such
amendment has been duly obtained.
ARTICLE VI
ADOPTION OF OPERATING AGREEMENT
The initial Limited Liability Company Agreement of the
Company (the "Operating Agreement") shall be adopted by its
members. The Operating Agreement may contain any provisions for
the regulation and management of the affairs of the Company not
inconsistent with law or this Certificate of Formation.
The undersigned does hereby certify, make and acknowledge
this Certificate of Formation on this 18th day of February, 1997.
Catherine D. Ledyard
Catherine D. Ledyard
Authorized Person
CERTIFICATE OF INCORPORATION
OF
CINERGY UK, INC.
FIRST: The name of the corporation is Cinergy UK, Inc.
(hereinafter the "Corporation").
SECOND: The address of the registered office of the
corporation in the State of Delaware is 1209 Orange Street, in
the city of Wilmington, County of New Castle. The name of its
registered agent at that address is The Corporation Trust
Company.
THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware as set
forth in Title 8 of the Delaware Code (the GCL").
FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is one thousand (1,000)
shares of Common Stock, each having a par value of one cent
($0.01).
FIFTH: The name and mailing address of the Sole
Incorporator is as follows:
Name Address
Deborah M. Reusch P. O. Box 636
Wilmington, DE 19899
SIXTH: The following provisions are inserted for the
management of the business and the conduct of the affairs of the
Corporation, and for further definition, limitation and
regulation of the powers of the Corporation and of its directors
and stockholders:
(1) The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors.
(2) The directors shall have concurrent power with the
stockholders to make, alter, amend, change, add to or repeal the
By-Laws of the Corporation.
(3) The number of directors of the Corporation shall be
as from time to time fixed by, or in the manner provided in, the
By-Laws of the Corporation. Election of directors need not be by
written ballot unless the By-Laws so provide.
(4) No director shall not be personally liable to the
Corporation or any of its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.
Any repeal or modification of this Article SIXTH by the
stockholders of the Corporation shall not adversely affect any
right or protection of a director of the Corporation existing at
the time of such repeal or modification with respect to acts or
omissions occurring prior to such repeal or modification.
SEVENTH: Meetings of stockholders may be held within or
without the State of Delaware, as the By-Laws may provide. The
books of the Corporation may be kept (subject to any provision
contained in the GCL) outside the State of Delaware at such place
or places as may be designated from time to time by the Board of
Directors or in the By-Laws of the Corporation.
EIGHTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.
I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to the
GCL, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are
true, and accordingly have hereunto set my hand this 1st day of
May, 1996.
Deborah M. Reusch
Sole Incorporator
Adopted: May 1, 1996
Amended: August 16, 1996
By-Laws
Of
CINERGY UK, INC.
(hereinafter called the "Corporation")
ARTICLE I
Offices
Section 1.1. Offices. The principal office of the
Corporation shall be at 139 East Fourth Street, Cincinnati, Ohio
45202. The Corporation may have such other offices at such other
places as the Board of Directors may from time to time determine,
or as the business of the Corporation may require.
ARTICLE II
Stockholders' Meetings
Section 2.1. Annual Meeting. The annual meeting of the
stockholders may be held at such place, time, and date designated
by the Board of Directors for the election of directors, the
consideration of the reports to be laid before the meeting, and
the transaction of such other business as may be brought before
the meeting.
Section 2.2. Notice of Annual Meeting. Notice of the
annual meeting shall be given in writing to each stockholder
entitled to vote thereat, at such address as appears on the
records of the Corporation at least ten (10) days and not more
than forty-five (45) days prior to the meeting.
Section 2.3. Special Meetings. Special meetings of the
stockholders may be called at any time by the Chairman of the
Board, the Chief Executive Officer, or the President, or by a
majority of the members of the Board of Directors acting with or
without a meeting, or by the persons who hold in the aggregate the
express percentage, as provided by statute, of all shares
outstanding and entitled to vote thereat, upon notice in writing,
stating the time, place and purpose of the meeting. Business
transacted at all special meetings shall be confined to the
objects stated in the call.
Section 2.4. Notice of Special Meeting. Notice of a
special meeting, in writing, stating the time, place and purpose
thereof, shall be given to each stockholder entitled to vote
thereat, at least twenty (20) days and not more than forty-five
(45) days prior to the meeting.
Section 2.5. Waiver of Notice. Notice of the time, place
and purpose of any meeting of stockholders may be waived by the
written assent of every stockholder entitled to notice, filed with
or entered upon the records of the meeting, either before or after
the holding thereof.
Section 2.6. Quorum. The holders of shares entitling them
to exercise a majority of the voting power, or, if the vote is to
be taken by classes, the holders of shares of each class entitling
them to exercise a majority of the voting power of that class,
present in person or by proxy at any meeting of the stockholders,
unless otherwise specified by statute, shall constitute a quorum.
If, however, at any meeting of the stockholders, a
quorum shall fail to attend in person or by proxy, a majority in
interest of the stockholders attending in person or by proxy at
the time and place of such meeting may adjourn the meeting from
time to time without further notice (unless the meeting has been
adjourned for over thirty days), other than by announcement at the
meeting at which such adjournment is taken, until a quorum is
present. At any such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been
transacted at the meeting originally called.
Section 2.7. Voting. At each meeting of the stockholders,
except as otherwise provided by statute or the Certificate of
Incorporation, every holder of record of stock of the class or
classes entitled to vote at such meeting shall be entitled to vote
in person or by proxy appointed by an instrument in writing
subscribed by such stockholder and bearing a date, not later than
such time as expressly provided by statute, prior to said meeting
unless some other definite period of validity shall be expressly
provided therein.
Each stockholder shall have one (1) vote for each
share of stock having voting power, registered in his or her name
on the books of the Corporation, at the date fixed for
determination of persons entitled to vote at the meeting or, if no
date has been fixed, then as expressly provided by statute. (e.g.,
either the date of the meeting, the date next proceeding the day
of the meeting, or any such similar governing time frame).
Cumulative voting shall be permitted only as expressly provided by
statute.
At any meeting of stockholders, a list of
stockholders entitled to vote, alphabetically arranged, showing
the number and classes of shares held by each on the date fixed
for closing the books against transfers or the record date fixed
as hereinbefore provided (or if no such date has been fixed, then
as hereinbefore stated as expressly provided by statute) shall be
produced on the request of any stockholder, and such list shall be
prima facie evidence of the ownership of shares and of the right
of stockholders to vote, when certified by the Secretary or by the
agent of the Corporation having charge of the transfer of shares.
Section 2.8. Written Consent of Stockholders in Lieu of
Meeting. Any action required or permitted by statute, the
Certificate of Incorporation, or these By-Laws, to be taken at
any annual or special meeting of stockholders of the Corporation,
may be taken without a meeting, without prior notice and without
a vote, if a written consent in lieu of a meeting, setting forth
the action so taken, shall be signed by all the stockholders
entitled to vote thereon. Any such written consent may be given
by one or any number of substantially concurrent written
instruments of substantially similar tenor signed by such
stockholders, in person or by attorney or proxy duly appointed in
writing, and filed with the records of the Corporation. Any such
written consent shall be effective as of the effective date
thereof as specified therein.
ARTICLE III
Directors
Section 3.1. Duties and Powers. The business and affairs
of the Corporation shall be managed by or under the direction of
the Board of Directors which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not, by
statute, the Certificate of Incorporation, or these By-Laws,
directed or required to be exercised or done by the stockholders.
Section 3.2. Number and Election of Directors. The Board
of Directors shall consist of not less than three nor more than
fifteen members, the exact number of which shall be fixed by the
Board of Directors. Directors shall be elected annually by
stockholders at their annual meeting, in a manner consistent with
statute and as provided in Article II, Section 2.8 of these By-
Laws, and each director so elected shall hold office until
his/her successor is duly elected and qualifies, or until his/her
earlier resignation or removal. Any director may resign at any
time upon notice to the Corporation. Directors need not be
stockholders. Any director may be removed at any time with or
without cause by a majority vote of the stockholders, unless
otherwise provided by statute.
Section 3.3. Vacancies. Vacancies and newly created
directorships, resulting from any increase in the authorized
number of directors, may be filled by a majority of the directors
then in office, and the directors so chosen shall hold office for
the unexpired term of the predecessor and/or until the next
annual meeting of stockholders, and until their successors are
duly elected and qualify, or until their earlier resignation or
removal.
Section 3.4. Meetings. Regular meetings of the Board of
Directors may be held at such time, place, and upon such notice
as the Board of Directors may from time to time determine.
Special meetings of the Board of Directors may be called by the
Chairman of the Board, the Chief Executive Officer, the
President, or by members of the board (the express percentage of
the latter as minimally provided for by statute). Notice thereof
stating the place, date and hour of the meeting shall be given to
each director either by mail (not less than forty-eight (48)
hours before the date of the meeting), by telephone or telegram
(on twenty-four (24) hours' notice) or on such shorter notice as
the person or persons calling such meeting may deem necessary or
appropriate in the circumstances.
Section 3.5. Quorum. Except as may be otherwise specifi-
cally provided for by statute, the Certificate of Incorporation
or these By-Laws, at all meetings of the Board of Directors, a
majority of the entire Board of Directors shall constitute a
quorum for the transaction of business and the act of a majority
of the directors present at any meeting at which there is a
quorum shall be the act of the Board of Directors. If a quorum
shall not be present at any meeting of the Board of Directors,
the directors present thereat may adjourn the meeting from time
to time, without notice other than announcement at the meeting,
until a quorum shall be present.
Section 3.6. Actions of Board. Unless otherwise provided
by the Certificate of Incorporation of the Corporation or these
By-Laws, any action required or permitted to be taken at any
meeting of the Board of Directors, or of any committee(s)
thereof, may be taken without a meeting, if all the members of
the Board of Directors, or of such committee(s), as the case may
be, consent thereto in writing, and the writing(s) is filed with
the minutes of proceedings of the Board of Directors, or of such
committee(s), of the Corporation. Any such written consent to
action of the Board of Directors, or of such committee(s), shall
be effectuated by the signature of the member lastly consenting
thereto in writing, unless the consent otherwise specified a
prior or subsequent effective date.
Section 3.7. Meetings by Means of Conference Telephone.
Unless otherwise provided by the Certificate of Incorporation of
the Corporation or these By-Laws, members of the Board of Direc-
tors, or any committee(s) thereof, may participate in a meeting
of the Board of Directors, or of such committee(s), as the case
may be, by means of a conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other, and
participation in a meeting pursuant to this Section 3.7 shall
constitute presence in person at such meeting.
Section 3.8. Committees. The Board of Directors may, by
resolution passed by a majority of the entire Board of Directors,
designate, from time to time as they may see fit, one or more
committees, each such committee to consist of three or more of
the directors of the Corporation. The Board of Directors may
designate one or more directors as alternate members of any such
committee who may replace any absent or disqualified member at
any meeting of any such committee. In the absence or dis-
qualification of a member of a committee, and in the absence of a
designation by the Board of Directors of an alternate member to
replace the absent or disqualified member, the member or members
thereof present at any meeting and not disqualified from voting,
whether or not he/she or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to
act at the meeting in the place of any absent or disqualified
member. Any committee, to the extent allowed by statute and
provided in the resolution establishing such committee, shall
have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of the
Corporation. Each committee shall keep regular minutes and
report to the Board of Directors when required.
Section 3.9. Compensation. Each director of the
Corporation (other than directors who are salaried officers of
the Corporation or any of its affiliates) shall be entitled to
receive as compensation for services such reasonable
compensation, which may include pension, disability and death
benefits, as may be determined from time to time by the Board of
Directors. Reasonable compensation may also be paid to any
person other than a director officially called to attend any such
meeting.
Section 3.10. Contracts and Transactions Involving
Directors. No contract or transaction between the Corporation
and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association,
or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in
the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his/her
or their votes are counted for such purpose if: (i) the material
facts as to his/her or their relationship or interest and as to
the contract or transaction are disclosed or are known to the
Board of Directors or the committee, and the Board of Directors
or committee in good faith authorizes the contract or transaction
by the affirmative votes of a majority of the disinterested
directors, even though the disinterested directors be less than a
quorum; or (ii) the material facts as to his/her or their
relationship or interest and as to the contract or transaction
are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved
in good faith by vote of the stockholders; or (iii) the contract
or transaction is fair as to the Corporation as of the time it is
authorized, approved or ratified, by the Board of Directors, a
committee
thereof or the stockholders. Common or interested directors may
be counted in determining the presence of a quorum at a meeting
of the Board of Directors or of a committee which authorizes the
contract or transaction.
ARTICLE IV
Officers
Section 4.1. Officers. The officers of the Corporation
shall consist of a President, a Secretary, and a Treasurer, and
may consist of a Chairman of the Board, a Chief Executive
Officer, a Comptroller, one or more Vice Presidents, one or more
Assistant Secretaries, and such other officers as the board shall
from time to time deem necessary. Any number of offices may be
held by the same person, unless otherwise prohibited by statute,
the Certificate of Incorporation, or these By-Laws.
Section 4.2. Appointment, Terms, and Vacancies. The
Board of Directors, at its first meeting held after each annual
meeting of stockholders of the Corporation (i.e., the annual
organization meeting of the Board of Directors), shall appoint
the officers of the Corporation who shall hold their offices for
such terms and shall exercise such powers and perform such duties
as shall be determined from time to time by the board, and such
officers shall hold office until their successors are chosen and
shall qualify, or until their earlier resignation or removal from
office. Any officer appointed by the Board of Directors may be
removed at any time by the affirmative vote of a majority of the
board. Any vacancy occurring in any office of the Corporation
shall be filled by the Board of Directors.
Section 4.3. Chairman of the Board. The Chairman of the
Board, if there be one, shall be a director and shall preside at
all meetings of the Board of Directors and, in the absence or
incapacity of the Chief Executive Officer and the President,
meetings of the stockholders, and shall, subject to the board's
direction and control, be the board's representative and medium
of communication, and shall have the general powers and duties as
are incident to the office of Chairman of the Board of a
corporation.
Section 4.4. Chief Executive Officer. The Chief
Executive Officer, if there be one, shall preside at all
meetings of the stockholders and, in the absence or incapacity of
the Chairman of the Board, meetings of the Board of Directors.
The Chief Executive Officer shall from time to time report to the
Board of Directors all matters within his or her knowledge which
the interests of the Corporation may require be brought to their
notice. Where the offices of Chief Executive Officer and
President are held by different individuals, the President will
report directly to the Chief Executive Officer.
Section 4.5. President. The President shall be the
chief operating officer of the Corporation, and shall have
general and active management and direction of the affairs of the
Corporation, shall have supervision of all departments and of all
officers of the Corporation, shall see that the orders and
resolutions of the Board of Directors, or of any committee(s)
thereof, are carried fully into effect, and shall have the
general powers and duties of supervision and management as are
incident to the office of President of a corporation. In the
absence or incapacity of the Chief Executive Officer, the
President also shall be the chief executive officer of the
Corporation.
Section 4.6. Vice Presidents. The Vice Presidents shall
perform such duties as the Board of Directors shall from time to
time require. In the absence or incapacity of the President, the
Vice President designated by the Board of Directors (including by
the Chairman of the Board), the Chief Executive Officer, or the
President shall exercise the powers and duties of the President.
Section 4.7(a). Secretary. The Secretary shall attend all
meetings of the Board of Directors and of the stockholders of the
Corporation, and act as clerk thereof, and record all votes and
the minutes of all proceedings in a book to be kept for that
purpose, shall record all written business transactions, shall
perform like duties for the standing committees when required,
and shall have the general powers and duties as are incident to
the office of Secretary of a corporation. The Secretary shall
give, or cause to be given, proper notice of all meetings of the
stockholders and of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors
(including by the Chairman of the Board), the Chief Executive
Officer, or the President. The Secretary shall have custody of
the seal, if there be one, of the Corporation and the Secretary
or any Assistant Secretary, if there be one, shall have authority
to affix the same to any instrument requiring it and when so
affixed, it may be attested by the signature of the Secretary or
by the signature of any such Assistant Secretary. (The Board of
Directors may give general authority to any other officer to
affix the seal of the Corporation and to attest the affixing by
his/her signature). The Secretary shall see that all books,
reports, statements, certificates and other documents and records
required by statute to be kept or filed are properly kept or
filed, as the case may be.
Section 4.7(b). Assistant Secretaries. At the request of
the Secretary, or in his or her absence or incapacity to act, the
Assistant Secretary or, if there be more than one, the Assistant
Secretary designated by the Secretary, shall perform the duties
of the Secretary and when so acting shall have all the powers of
and be subject to all the restrictions of the Secretary. The
Assistant Secretaries shall perform such other duties as may from
time to time be assigned to them by the Board of Directors
(including by the Chairman of the Board), the Chief Executive
Officer, the President, or the Secretary.
Section 4.8. Treasurer. The Treasurer shall be the
financial officer of the Corporation, shall keep full and
accurate accounts of all collections, receipts and disbursements
in books belonging to the Corporation, shall deposit all moneys
and other valuable effects in the name and to the credit of the
Corporation, in such depositories as may be designated by the
Board of Directors, shall disburse the funds of the Corporation
as may be ordered by the Board of Directors (including by the
Chairman of the Board), the Chief Executive Officer, or the
President, taking proper vouchers therefor, and shall render to
the President, the Chief Executive Officer, the Chairman of the
Board, and/or directors at any meeting of the board, or whenever
they may require it, and to the annual meeting of the
stockholders, an account of all his or her transactions as
Treasurer and of the financial condition of the Corporation, and
shall have the general powers and duties as are incident to the
office of Treasurer of a corporation. If required by the Board
of Directors, the Treasurer shall give the Corporation a bond in
a form and in such sum with surety as shall be satisfactory to
the Board of Directors for the faithful performance of his or her
duties as Treasurer and for the restoration to the Corporation,
in the case of his or her death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his or her possession, or
under his or her control, and belonging to the Corporation. The
Treasurer shall perform such other duties as may be prescribed by
the Board of Directors (including by the Chairman of the Board),
the Chief Executive Officer, or the President.
Section 4.9. Comptroller. The Comptroller shall have
control over all accounts and records of the Corporation
pertaining to moneys, properties, materials and supplies, and
shall have executive direction over the bookkeeping and
accounting functions and shall have the general powers and duties
as are incident to the office of comptroller of a corporation.
The Comptroller shall perform such other duties as may be
prescribed by the Board of Directors
(including by the Chairman of the Board), the Chief Executive
Officer, the President, or a Vice President.
Section 4.10. Other Officers. Such other officers of
the Corporation as the Board of Directors may appoint shall
perform such duties and have such powers as from time to time may
be assigned to them by the board. The Board of Directors may
delegate to any other officer of the Corporation the power to
appoint such other officers and to prescribe their respective
duties and powers.
ARTICLE V
Capital Stock
Section 5.1. Form and Execution of Certificates. The
certificates for shares of the capital stock of the Corporation
shall be of such form and content, not inconsistent with statute
and the Certificate of Incorporation, as shall be approved by the
Board of Directors. Every holder of stock in the Corporation
shall be entitled to have a certificate signed, in the name of
the Corporation, by (i) either the Chairman of the Board, the
Chief Executive Officer, the President or a Vice President and
(ii) by any one of the following officers: the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer.
All certificates shall be consecutively numbered in each class of
shares. The name and address of the person owning the shares
represented thereby, with the number of shares and the date of
issue, shall be entered on the Corporation's books.
Section 5.2. Signatures. Any or all of the signatures
on a certificate may be a facsimile thereof. In case any offi-
cer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before
such certificate is issued, it may be issued by the Corporation
with the same effect as if he/she were such officer, transfer
agent or registrar at the date of issue.
Section 5.3. Lost Certificates. The Board of Directors
may direct a new certificate to be issued in place of any
certificate theretofore issued by the Corporation alleged to have
been lost, stolen or destroyed, upon the making of an affidavit
of that fact by the person claiming the certificate of stock to
be lost, stolen or destroyed. When authorizing such issue of a
new certificate, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate, or his/her
legal representative, to advertise the same in such manner as the
Board of Directors shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.
Section 5.4. Transfers. The capital stock of the
Corporation shall be transferable in the manner provided by
statute and in these By-Laws. Transfers of shares shall be made
on the books of the Corporation only by the person named in the
certificate or by his/her attorney lawfully constituted in
writing and upon the surrender of the certificate therefor, which
shall be canceled before a new certificate shall be issued.
Section 5.5. Record Date. In order that the Corporation
may determine the stockholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof, or
entitled to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend
or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or
exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix, in advance, a record date, which
shall not be more than sixty days nor less than ten days before
the date of such meeting, nor more than sixty days prior to any
other action. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply
to any adjournment of the meeting; provided, however, that the
Board of Directors may fix a new record date for the adjourned
meeting.
Section 5.6. Beneficial Ownership Rights. The
Corporation shall be entitled to recognize the exclusive right of
a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the
owner of shares, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by
statute.
ARTICLE VI
Notices
Section 6.1. Notices. Whenever written notice is re-
quired by statute, the Certificate of Incorporation, or these By-
Laws to be given to any director, member of a committee, or
stockholder, such notice may be given by mail, addressed to each
such person, at his/her address as it appears on the records of
the Corporation, with postage thereon prepaid, and such notice
shall be deemed to be given at the time when the same shall be
deposited in the United States mail, or as otherwise provided by
statute. Written notice may also be given personally or by tele-
gram, telex or cable.
Section 6.2. Waivers of Notice. Whenever any notice is
required by statute, the Certificate of Incorporation, or these
By-Laws to be given to any director, member of a committee, or
stockholder, a waiver thereof in writing, signed by the person or
persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.
ARTICLE VII
General Provisions
Section 7.1. Dividends. Dividends upon the capital
stock of the Corporation, subject to any provision imposed by the
Certificate of Incorporation, may be declared by the Board of
Directors at any regular or special meeting, or by written
consent to the action of the board without such meeting(s), and
may be paid in cash, in property, or in shares of the capital
stock. Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sum
or sums as the Board of Directors from time to time, in its
absolute discretion, deems proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing
or maintaining any property of the Corporation, or for any proper
purpose, and the Board of Directors may modify or abolish any
such reserve.
Section 7.2. Disbursements. All checks or demands for
money and notes of the Corporation shall be signed by such
officer or officers or such other person or persons as the Board
of Directors may from time to time designate.
Section 7.3. Voting Securities Owned by the Corporation.
Powers of attorney, proxies, waivers of notice of meeting,
consents and other instruments relating to securities owned by
the Corporation may be executed in the name of and on behalf of
the Corporation by the Chief Executive Officer, the President,
any Vice President, the Secretary, or any Assistant Secretary,
and any such officer may, in the name of and on behalf of the
Corporation, take all such action as any such officer may deem
advisable to vote in person or by proxy at any meeting of
security holders of any corporation in which the Corporation may
own securities and at any such meeting shall possess and may
exercise any and all rights and power incident to the ownership
of such securities and which, as the owner thereof, the
Corporation might have exercised and possessed if present. The
Board of Directors may, by resolution, from time to time confer
like powers upon any other person or persons.
Section 7.4. Fiscal Year. The fiscal year of the Corpo-
ration shall begin on the first day of January and end on the
thirty-first day of December each year.
Section 7.5. Corporate Seal. The seal of the Corporation
(if there be one) shall have inscribed thereon the name of the
Corporation, the year of its incorporation, the words "Corporate
Seal" and "Delaware", and any such other emblem or device as
approved by the Board of Directors. The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or
in any other manner reproduced.
ARTICLE VIII
Indemnification
Section 8.1. Power to Indemnify in Actions, Suits or
Proceedings Other than Those By or in the Right of the
Corporation. Subject to Section 8.3 of this Article VIII, the
Corporation shall indemnify any person who was or is a party to
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that he/she
is or was a director or officer of the Corporation, or is or was
a director or officer of the Corporation serving at the request
of the Corporation as a director or officer, employee or agent of
another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him/her in connection with
such action, suit or proceeding, if he/she acted in good faith
and in a manner he/she reasonably believed to be in or not op-
posed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to
believe his/her conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he/she reasonably be-
lieved to be in or not opposed to the best interests of the
Corporation and, with respect to any criminal action or proceed-
ing, had reasonable cause to believe that his/her conduct was
unlawful.
Section 8.2. Power to Indemnify in Actions, Suits or
Proceedings By or in the Right of the Corporation. Subject to
Section 8.3 of this Article VIII, the Corporation shall indemnify
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by
or in the right of the Corporation to procure a judgment in its
favor by reason of the fact that he/she is or was a director or
officer of the Corporation, or is or was a director or officer of
the Corporation serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him/her in connection with the defense
or settlement of such action or suit if he/she acted in good
faith and in a manner he/she reasonably believed to be in or not
opposed to the best interests of the Corporation; except that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his/her
duty to the Corporation, unless and only to the extent that the
court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper.
Section 8.3. Authorization of Indemnification. Any
indemnification under this Article VIII (unless ordered by a
court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the
director or officer is proper in the circumstances because he/she
has met the applicable standard of conduct set forth in Section
8.1 or Section 8.2 of this Article VIII, as the case may be.
Such determination shall be made (i) by the Board of Directors by
a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (ii) if such a
quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel
in a written opinion, or (iii) by the stockholders. To the
extent, however, that a director or officer of the Corporation
has been successful on the merits or otherwise in defense of any
action, suit or proceeding described above, or in defense of any
claim, issue or matter therein, he/she shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by him/her in connection therewith, without
the necessity of authorization in the specific case.
Any determination made by the disinterested directors
or by independent legal counsel under this section shall be
promptly communicated to the person who threatened or brought the
action or suit by or in the right of the Corporation under
Section 8.1 and 8.2 of this Article VIII, and, within ten days
after receipt of such notification, such persons shall have the
right to petition the court (at courts' discretion) in which such
action or suit was brought to review the reasonableness of such
determination.
Section 8.4. Good Faith Defined. For purposes of any
determination under Section 8.3 of this Article VIII, a person
shall be deemed to have acted in good faith and in a manner
he/she reasonably believed to be in or not opposed to the best
interests of the Corporation, or, with respect to any criminal
action or proceeding, to have had no reasonable cause to believe
his/her conduct was unlawful, if his/her action is based on the
records or books of account of the Corporation or another
enterprise, or on information supplied to him/her by the officers
of the Corporation or another enterprise in the course of their
duties, or on the advice of legal counsel for the Corporation or
another enterprise or on information or records given or reports
made to the Corporation or another enterprise by an independent
certified public accountant, or by an appraiser or other expert
selected with reasonable care by the Corporation or another
enterprise. The term "another enterprise" as used in this
Section 8.4 shall mean any other corporation or any partnership,
joint venture, trust, employee benefit plan or other enterprise
of which such person is or was serving at the request of the
Corporation as a director, officer, employee or agent. The
provisions of this Section
8.4 shall not be deemed to be exclusive or to limit in any way
the circumstances in which a person may be deemed to have met the
applicable standard of conduct set forth in Sections 8.1 or 8.2
of this Article VIII, as the case may be.
Section 8.5. Indemnification by a Court. Notwith-
standing any contrary determination in the specific case under
Section 8.3 of this Article VIII, and notwithstanding the absence
of any determination thereunder, any director or officer may
apply to any court of competent jurisdiction in the State of
Delaware for indemnification to the extent otherwise permissible
under Sections 8.1 and 8.2 of this Article VIII. The basis of
such indemnification by a court shall be a determination by such
court that indemnification of the director or officer is proper
in the circumstances because he/she has met the applicable
standards of conduct set forth in Sections 8.1 or 8.2 of this
Article VIII, as the case may be. Neither a contrary
determination in the specific case under Section 8.3 of this
Article VIII nor the absence of any determination thereunder
shall be a defense to such application or create a presumption
that the director or officer seeking indemnification has not met
any applicable standard of conduct. Notice of any application
for indemnification pursuant to this Section 8.5 shall be given
to the Corporation promptly upon the filing of such application.
If successful, in whole or in part, the director or officer
seeking indemnification shall also be entitled to be paid the
expense of prosecuting such application.
Section 8.6. Expenses Payable in Advance. Expenses
incurred by a director or officer in defending or investigating a
threatened or pending action, suit or proceeding shall be paid by
the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or
on behalf of such director or officer to repay such amount if it
shall ultimately be determined that he/she is not entitled to be
indemnified by the Corporation as authorized in this Article
VIII.
Section 8.7. Nonexclusivity of Indemnification and
Advancement of Expenses. The indemnification and advancement of
expenses provided by or granted pursuant to this Article VIII
shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be
entitled under any other provision of these By-Laws, or similarly
entitled under any agreement, contract, vote of stockholders or
disinterested directors, or pursuant to the direction (howsoever
embodied) of any court of competent jurisdiction or otherwise,
both as to action in his/her official capacity and as to action
in another capacity while holding such office, it being the
policy of the Corporation that indemnification of the persons
specified in Sections 8.1 and 8.2 of this Article VIII shall be
made to the fullest extent permitted by statute. The provisions
of this Article VIII shall not be deemed to preclude the
indemnification of any person who is not specified in Sections
8.1 or 8.2 of this Article VIII, but whom the Corporation has the
power or obligation to indemnify under the provisions of statute
of the State of Delaware, or otherwise.
Section 8.8. Insurance. The Corporation may purchase
and maintain insurance on behalf of any person who is or was a
director or officer of the Corporation, or is or was a director
or officer of the Corporation serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise against any liability asserted against
him/her and incurred by him/her in any such capacity, or arising
out of his/her status as such, whether or not the Corporation
would have the power or the obligation to indemnify him/her
against such liability under the provisions of this Article VIII.
Section 8.9. Certain Definitions. For purposes of
this Article VIII, references to "the Corporation" shall include,
in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed
in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its
directors or officers, so that any person who is or was a
director or officer of such constituent corporation, or is or was
a director or officer of such constituent corporation serving at
the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise,
shall stand in the same position under the provisions of this
Article VIII with respect to the resulting or surviving
corporation as he/she would have with respect to such constituent
corporation if its separate existence had continued. For
purposes of this Article VIII, references to "fines" shall
include any excise taxes assessed on a person with respect to an
employee benefit plan; and references to "serving at the request
of the Corporation" shall include any service as a director,
officer, employee or agent of the Corporation which imposes
duties on, or involves services by, such director or officer with
respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a
manner he/she reasonably believed to be in the best interests of
the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the
best interests of the Corporation", as referred to in this
Article VIII.
Section 8.10. Survival of Indemnification and
Advancement of Expenses. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article VIII
shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors
and administrators of such a person.
Section 8.11. Limitation on Indemnification.
Notwithstanding anything contained in this Article VIII to the
contrary, except for proceedings to enforce rights to indem-
nification (which shall be governed by Section 8.5 hereof), the
Corporation shall not be obligated to indemnify any director or
officer in connection with a proceeding (or part thereof)
initiated by such person unless such proceeding (or part thereof)
was authorized or consented to by the Board of Directors of the
Corporation.
The Corporation shall indemnify a director who was
wholly successful, on merits or otherwise, in the defense of any
proceedings to which he/she was a party because he/she was a
director of the Corporation against reasonable expenses incurred
by him/her in connection with the proceeding.
Section 8.12. Indemnification of Employees and
Agents. The Corporation may, to the extent authorized from time
to time by the Board of Directors, provide rights to indem-
nification and to the advancement of expenses to employees and
agents of the Corporation, similar to those conferred in this
Article VIII to directors and officers of the Corporation.
ARTICLE IX
Amendments
Section 9.1. Amendments. These By-Laws may be altered,
amended or repealed, in whole or in part, or new By-Laws may be
adopted: (i) by the affirmative vote of a majority of the holders
of record of the outstanding shares entitled to vote thereon, or
by the written consent of the holders of record of a two-thirds
majority of the outstanding shares entitled to vote thereon,
except as such alteration, amendment or repeal by any vote or
written consent of the stockholders is otherwise expressly
prohibited by statute; or (ii) by a majority vote of the Board of
Directors, or by unanimous written consent of the board, except
as such alteration, amendment or repeal by any vote or action of
the board is otherwise expressly prohibited by statute.
ARTICLE X
Emergency By-Laws
Section 10.1. Emergency By-Laws. The Emergency By-Laws
shall be operative during any emergency in the conduct of the
business of the Corporation resulting from an attack on the
United States or on a locality in which the Corporation conducts
its business or customarily holds meetings of its Board of
Directors or its stockholders, or during any nuclear or atomic
disaster, or during the existence of any catastrophe, or similar
emergency condition, as a result of which a quorum of the Board
of Directors or a standing committee thereof cannot readily be
convened for action, notwithstanding any provision to the
contrary in the preceding By-Laws, in the Certificate of
Incorporation, or in the statute. To the extent not inconsistent
with the provisions of this Section 10.1, the By-Laws of the
Corporation shall remain in effect during any emergency, and upon
its termination, the Emergency By-Laws shall cease to be
operative. Any amendments to these Emergency By-Laws may make
any further or different provision that may be practical and
necessary for the circumstance of the emergency.
During any such emergency: (A) a meeting of the Board
of Directors or a committee thereof may be called by any officer
or director of the Corporation. Notice of the time and place of
the meeting or conference call shall be given by the person
calling the meeting to such of the directors as it may be
feasible to reach by any means of communication. Such notice
shall be given at such time in advance of the meeting as
circumstances permit in the judgment of the person calling the
meeting; (B) the director or directors in attendance at the
meeting shall constitute a quorum; (C) the officers or other
persons designated on a list approved by the Board of Directors
before the emergency, all in such order of priority and subject
to such conditions and for such period of time (not longer than
reasonably necessary after the termination of the emergency) as
may be provided in the resolution approving the list, shall, to
the extent required to provide a quorum at any meeting of the
Board of Directors, be deemed the directors for such meeting; (D)
the Board of Directors, either before or during any such
emergency, may provide, and from time to time modify, lines of
succession in the event that during such emergency any or all
officers or agents of the Corporation shall for any reason be
rendered incapable of discharging their duties; (E) the Board of
Directors, either before or during any such emergency, may,
effective in the emergency, change the head office or designate
several alternative head offices or regional offices, or
authorize the officers so to do; and (F) to the extent required
to constitute a quorum at any meeting of the Board of Directors
during such an emergency, the officers of the Corporation who are
present shall be deemed, in order of rank and within the same
rank in order of seniority, the directors for such meeting.
No officer, director or employee acting in accordance
with any provision of these Emergency By-Laws shall be liable
except for willful misconduct.
These Emergency By-Laws shall be subject to alteration,
amendment or repeal by the further actions of the Board of
Directors or stockholders of the Corporation.
Adopted August 30, 1996
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of Cinergy Corp.:
We have audited the consolidated balance sheets of CINERGY CORP. (a Delaware
Corporation) and its subsidiary companies as of December 31, 1996, and the
related consolidated statements of income, changes in common stock equity and
cash flows for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, financial statements referred to above present fairly, in all
material respects, the financial position of Cinergy Corp. and its subsidiary
companies as of December 31, 1996, and the results of their operations and
their cash flows for the year then ended, in conformity with generally
accepted accounting principles.
Cincinnati, Ohio,
April 30, 1997
ITEM 6. Part III - SUPPLEMENTAL INFORMATION REGARDING COMPENSATION AND
SECURITY OWNERSHIP OF OFFICERS AND DIRECTORS OF SYSTEM COMPANIES
(a) Directors' and Executive Officers' Compensation
PSI (including subsidiaries)
William J. Grealis is also a director and officer of PSI Energy Argentina. See
Cinergy's disclosure on pages 11 through 23 of the Proxy Statement for the
required information regarding Mr. Grealis' compensation.
(b) Security Ownership of Certain Beneficial Owners and Management
Cinergy (including Investments and subsidiaries)
The beneficial ownership of Cinergy's common stock held by each nominee,
continuing director, and named executive officer, including those of
Investments and subsidiaries (as identified on pages 10-19 of this Annual
Report on Form U5S (U5S)) and of units equal to one share of Cinergy's common
stock paid as compensation to non-employee directors, as of December 31, 1996,
is set forth in the following table.
Amount and Nature
Name of Beneficial Owner (1) of Beneficial Ownership (2) Units (3)
Neil A. Armstrong 5,750 shares
James K. Baker 18,605 shares 2,795
Michael G. Browning 23,835 shares 6,124
Phillip R. Cox 5,238 shares
Kenneth M. Duberstein 17,991 shares
William J. Grealis 22,710 shares
John A. Hillenbrand II 33,259 shares 5,737
George C. Juilfs 8,750 shares
J. Wayne Leonard 96,651 shares
John M. Mutz 57,563 shares
Melvin Perelman 29,868 shares 5,658
Thomas E. Petry 7,000 shares
Jackson H. Randolph 129,893 shares
James E. Rogers 218,171 shares
John J. Schiff, Jr. 46,059 shares (4)
Philip R. Sharp 1,000 shares
Van P. Smith 22,390 shares
Dudley S. Taft 8,000 shares
Larry E. Thomas 88,441 shares
Oliver W. Waddell 9,361 shares
All directors and executive officers
as a group 1,142,096 shares (2)
(representing 0.72% of the class)
___________
(1) No individual listed beneficially owned more than 0.14% of the
outstanding shares of Cinergy's common stock.
(2) Includes shares which there is a right to acquire within 60 days
pursuant to the exercise of stock options in the following amounts:
Mr. Armstrong-5,000; Mr. Baker-17,787; Mr. Browning-17,787; Mr. Cox-5,000;
Mr. Duberstein-17,787; Mr. Grealis-15,887; Mr. Hillenbrand-17,787; Mr. Juilfs-
5,000; Mr. Leonard-77,611; Mr. Mutz-52,787; Mr. Perelman-17,787; Mr. Petry-
5,000; Mr. Randolph-50,000; Mr. Rogers-95,629; Mr. Schiff-5,000; Mr. Smith-
17,787; Mr. Taft-5,000; Mr. Thomas-54,104; Mr. Waddell-2,500; and all directors
and executive officers as a group-656,393.
(3) Each unit represents one share of Cinergy's common stock credited to
the account of the respective directors as of December 31, 1996, under the
Cinergy Directors' Deferred Compensation Plan.
(4) Includes 15,000 shares owned of record by a trust of which Mr. Schiff
is one of three trustees who share voting and investment power equally. Does
not include 1,791,000 shares, as to which Mr. Schiff disclaims any beneficial
interest, held by Cincinnati Financial Corporation and certain of its
subsidiaries.
CG&E (including subsidiaries)
CG&E's (and subsidiaries') directors and executive officers (as identified on
pages 11-13 of this U5S) did not beneficially own any shares of any series of
the class of CG&E's cumulative preferred stock as of December 31, 1996. The
beneficial ownership of the outstanding shares of Cinergy's common stock held
by each director and named executive officer as of December 31, 1996, is set
forth in the following table.
Amount and Nature
Name of Beneficial Owner (1) of Beneficial Ownership (2)
William J. Grealis 22,710 shares
J. Wayne Leonard 96,651 shares
Jackson H. Randolph 129,893 shares
James E. Rogers 218,171 shares
Larry E. Thomas 88,441 shares
All directors and executive officers as a group 760,725 shares (2)
(representing 0.48%
of the class)
___________
(1) No individual listed beneficially owned more than 0.14% of the
outstanding shares of Cinergy's common stock.
(2) Includes shares which there is a right to acquire within 60 days
pursuant to the exercise of stock options in the following amounts: Mr.
Grealis-15,887; Mr. Leonard-77,611; Mr. Randolph-50,000; Mr. Rogers-95,629;
Mr. Thomas-54,104; and all directors and executive officers as a group-
424,861.
PSI (including subsidiaries)
PSI's (and subsidiaries') director-nominees and named executive officers (as
identified on pages 13-14 of this U5S) did not beneficially own any shares of
any series of the class of PSI's cumulative preferred stock as of December 31,
1996. The beneficial ownership of the outstanding shares of Cinergy's common
stock held by each director-nominee and named executive officer, and of units
equal to one share of Cinergy common stock paid as compensation to non-employee
directors of Cinergy, as of December 31, 1996, is set forth in the following
table.
Amount and Nature
Name of Beneficial Owner (1) of Beneficial Ownership (2) Units (3)
James K. Baker 18,605 shares 2,795
Michael G. Browning 23,835 shares 6,124
John A. Hillenbrand II 33,259 shares 5,737
J. Wayne Leonard 96,651 shares
John M. Mutz 57,563 shares
Jackson H. Randolph 129,893 shares
James E. Rogers 218,171 shares
Van P. Smith 22,390 shares
Larry E. Thomas 88,441 shares
All directors and executive officers
as a group 892,218 shares (2)
(representing 0.57% of the class)
___________
(1) No individual listed beneficially owned more than 0.14% of the
outstanding shares of Cinergy's common stock.
William J. Grealis is also a director and officer of PSI Energy
Argentina. See Cinergy's disclosure on page 10 of the Proxy Statement for the
required information regarding Mr. Grealis' security ownership.
(2) Includes shares which there is a right to acquire within 60 days
pursuant to the exercise of stock options in the following amounts: Mr. Baker-
17,787; Mr. Browning-17,787; Mr. Hillenbrand-17,787; Mr. Leonard-77,611;
Mr. Mutz-52,787; Mr. Randolph-50,000; Mr. Rogers-95,629; Mr. Smith-17,787;
Mr. Thomas-54,104; and all directors and executive officers as a group-538,798.
As indicated in Note 1 above, William J. Grealis is also a director and
officer of PSI Energy Argentina. See Cinergy's disclosure on page 10 of the
Proxy Statement for the required information regarding Mr. Grealis' security
ownership.
(3) Each unit represents one share of Cinergy's common stock credited to
the account of the respective directors as of December 31, 1996, under
Cinergy's Directors' Deferred Compensation Plan.
Subsidiary Listing
The following is a listing, as of March 27, 1997, of the subsidiaries of each
registrant and their state of incorporation or organization indented to show
degree of remoteness from registrant.
State of Organization
Name of Company_______________ or Incorporation___
Cinergy Corp. Delaware
The Cincinnati Gas & Electric Company Ohio
The Union Light, Heat and Power Company Kentucky
Lawrenceburg Gas Company Indiana
The West Harrison Gas and Electric Company Indiana
Miami Power Corporation Indiana
KO Transmission Company Kentucky
Tri-State Improvement Company Ohio
PSI Energy, Inc. Indiana
South Construction Company, Inc Indiana
PSI Energy Argentina, Inc.* Indiana
Cinergy Services, Inc. Delaware
Cinergy Investments, Inc. Delaware
CGE ECK, Inc. Delaware
Cinergy Communications, Inc. Delaware
Cinergy Resources, Inc. Delaware
Cinergy Technology, Inc. Indiana
PSI Argentina, Inc. Indiana
Costanera Power Corp. Indiana
PSI International, Inc. Indiana
PSI Power Resource Development, Inc. Indiana
PSI Power Resource Operations, Inc. Indiana
PSI Recycling, Inc. Indiana
PSI Sunnyside, Inc. Indiana
PSI T&D International, Inc. Indiana
PSI Yacyreta, Inc. Indiana
Power Equipment Supply Co. Indiana
Enertech Associates, Inc. Ohio
Cinergy Capital & Trading, Inc. Indiana
Cinergy Cooling Corp. Ohio
Cinergy UK, Inc. Delaware
Avon Energy Partners Holdings (50%) England
Avon Energy Partners PLC England
Midlands Electricity plc* England
Cinergy Solutions, Inc. Delaware
Trigen-Cinergy Solutions LLC (50%) Delaware
*FUCO
CINERGY CORP. AND SUBSIDIARY COMPANIES
AGREEMENT FOR FILING CONSOLIDATED
INCOME TAX RETURNS AND FOR
ALLOCATION OF CONSOLIDATED INCOME
TAX LIABILITIES AND BENEFITS
Cinergy Corp., a registered public utility holding company, and its
Subsidiaries hereby agree to join annually in the filing of a consolidated
Federal income tax return and to allocate the consolidated Federal income tax
liabilities and benefits among the members of the consolidated group in
accordance with the provisions of this Agreement.
1. DEFINITIONS
"Consolidated tax" is the aggregate current Federal income tax
liability for a tax year, being the tax shown on the consolidated Federal
income tax return and any adjustments thereto, as described in section 5
hereof.
"Corporate taxable income" is the positive taxable income of an
associate company for a tax year, computed as though such company had filed a
separate return on the same basis as used in the consolidated return, except
that dividend income from associate companies shall be disregarded, and other
intercompany transactions, eliminated in consolidation, shall be given
appropriate effect.
"Corporate taxable loss" is the taxable loss of an associate company
for a tax year, computed as though such company had filed a separate return on
the same basis as used in the consolidated return, except that dividend income
from associate companies shall be disregarded, and other intercompany
transactions, eliminated in consolidation, shall be given appropriate effect.
"Corporate tax credit" is a negative separate regular tax of a
subsidiary company for a tax year, equal to the amount by which the
consolidated regular tax is reduced by including the corporate taxable loss of
such subsidiary company in the consolidated tax return.
"Separate return tax" is the tax on the corporate taxable income or
loss of an associate company as though such company were not a member of a
consolidated group.
These definitions shall apply, as appropriate, in the context of the
regular income tax and the Alternative Minimum Tax ("AMT") unless otherwise
indicated in this Agreement.
2. TAX ALLOCATION PROCEDURES
The consolidated tax shall be allocated among the members of the
group consistent with Rule 45(c) of the Public Utility Holding Company Act of
1935, utilizing the separate "corporate taxable income" method, in the
following manner:
a) Each subsidiary which has a corporate taxable loss will be
entitled to a corporate tax credit equal to the amount by which the
consolidated regular income tax is reduced by including the corporate tax loss
of such subsidiary in the consolidated tax return. The members having
corporate taxable income will be allocated an amount of regular income tax
liability equal to the sum of the consolidated regular tax liability and the
corporate tax credits allocated to the subsidiaries having corporate tax
losses based on the ratio that each such member's corporate taxable income
bears to the total corporate taxable income of all members having corporate
taxable income.
If the aggregate of the members' corporate tax losses are not
entirely utilized on the current year's consolidated return, the consolidated
carry back or carry forward of such losses to the applicable taxable year(s)
will be allocated to each member having a corporate taxable loss in the ratio
that such member's separate corporate tax loss bears to the total corporate
tax losses of all members having corporate taxable losses.
b) The consolidated Environmental Tax will be allocated among the
members of the group by applying the procedures set forth in subsection a)
above, except that the basis for allocation will be Alternative Minimum
Taxable Income ("AMTI") rather than regular corporate taxable income.
c) The consolidated AMT will be allocated among the members in
accordance with the procedures and principles set forth in Proposed Treasury
Regulation section 1.1502-55 in the form such Regulation existed on the date
on which this Agreement was executed.
d) Tax benefits such as general business credits, foreign tax
benefits, or other tax credits shall be apportioned directly to those members
whose investments or contributions generated the credit or benefit.
If the credit or benefit can not be entirely utilized to offset
current consolidated tax, the consolidated credit carryback or carryforward
shall be apportioned to those members whose investments or contributions
generated the credit or benefit in proportion to the relative amounts of
credits or benefits generated by each member.
e) If the amount of consolidated tax allocated to any subsidiary
under this Agreement, as determined above, exceeds the separate return tax of
such subsidiary, such excess shall be reallocated among those members whose
allocated tax liability is less than the amount of their respective separate
return tax liabilities. The reallocation shall be proportionate to the
respective reductions in separate return tax liability of such members. Any
remaining unallocated tax liability shall be assigned to Cinergy Corp. The
term "tax" and "tax liability" used in this subsection shall include regular
tax, Environmental Tax and AMT.
3. TAX PAYMENTS AND COLLECTIONS FOR ALLOCATIONS
Cinergy Corp. shall make any calculations on behalf of the members
necessary to comply with the estimated tax provisions of the Internal Revenue
Code of 1986 as amended (the "Code"). Based on such calculations Cinergy
Corp. shall charge or refund to the members appropriate amounts at intervals
consistent with the dates indicated by Code section 6655. Cinergy Corp. shall
be responsible for paying to the Internal Revenue Service the consolidated
current Federal income tax liability.
After filing the consolidated Federal income tax return and
allocating the consolidated tax liability among the members, Cinergy Corp.
shall charge or credit, as appropriate, the members to reflect the difference
between prior payments or credits and their current tax as allocated under
this Agreement.
4. ALLOCATION OF STATE TAX LIABILITIES OR BENEFITS
State and local income tax liabilities will be allocated, where
appropriate, among members in accordance with principles similar to those
employed in this Agreement for the allocation of consolidated Federal income
tax liability.
5. TAX RETURN ADJUSTMENTS
In the event the consolidated tax return is subsequently adjusted by
the Internal Revenue Service, state tax authorities, amended returns, claims
for refund, or otherwise, such adjustments shall be reflected in the same
manner as though they had formed part of the original consolidated return.
Interest paid or received, and penalties imposed on account of any adjustment
will be allocated to the responsible member.
6. NEW MEMBERS
If, at any time, any other company becomes a member of the
Affiliated Group, the parties hereto agree that such new member may become a
party to this Agreement by executing a duplicate copy of this Agreement.
Unless otherwise specified, such new member shall have similar rights and
obligations of all other members under this Agreement.
7. MEMBERS LEAVING THE AFFILIATED GROUP
In the event that any member of the Affiliated Group at any time
leaves the Group and, under any applicable statutory provision or regulation,
that member is assigned and is deemed to take with it all or a portion of any
of the tax attributes (including, but not limited to, net operating losses,
credit carryforwards, and Minimum Tax Credit carryforwards) of the Affiliated
Group, then, to the extent the amount of the attributes so assigned differs
from the amount of such attributes previously allocated to such member under
this Agreement, the leaving member shall appropriately settle with the Group.
Such settlement shall consist of payment on a dollar-for-dollar basis for all
differences in credits and, in the case of net operating loss differences, in
an amount computed by reference to the highest marginal corporate tax rate.
The settlement amounts shall be allocated among the remaining members of the
Group in proportion to the relative level of attributes possessed by each
member and the attributes of each member shall be adjusted accordingly.
8. SUCCESSORS, ASSIGNS
The provisions and terms of this Agreement shall be binding on and
inure to the benefit of any successor or assignee by reason of merger,
acquisition of assets, or otherwise, of any of the members hereto.
9. AMENDMENT AND TERMINATION
This Agreement may be amended at any time by the written agreement
of the parties hereto at the date of such amendment and may be terminated at
any time by the written consent of all such parties.
10. GOVERNING LAW
This Agreement is made under the law of the State of Ohio, which law
shall be controlling in all matters relating to the interpretation,
construction, or enforcement hereof.
11. EFFECTIVE DATE
This Agreement is effective for the allocation of the current
Federal income tax liabilities of the members for the consolidated tax year
1994 and all subsequent years until this Agreement is revised in writing.
12. APPROVAL
This Agreement is subject to the approval of the Securities and
Exchange Commission. A copy of this Agreement will be filed as an exhibit to
the Form U5S Annual Report to the Securities and Exchange Commission by
Cinergy Corp. for the year ended December 31, 1996.
The above procedure for apportioning the consolidated annual net current
Federal and state tax liabilities and tax benefits of Cinergy Corp. and its
consolidated affiliates have been agreed to by each of the below listed
members of the consolidated group as evidenced by the signature of an officer
of each company.
Cinergy Corp.
By:/s/ J. Wayne Leonard_ ____________ Date:1-23-95_________
Cinergy Services, Inc.
By:/s/ J. Wayne Leonard _____________ Date:1-23-95_________
The Cincinnati Gas & Electric Company
By:/s/ William L. Sheafer____________ Date:1-23-95_________
PSI Energy, Inc.
By:/s/ J. Wayne Leonard______________ Date:1-23-95_________
PSI Energy Argentina, Inc.
By:/s/ J. Wayne Leonard______________ Date:1-23-95_________
South Construction Company, Inc.
By:/s/ J. Wayne Leonard______________ Date:1-23-95_________
The Union Light, Heat and Power Company
By:/s/ William L. Sheafer____________ Date:1-23-95_________
Miami Power Corporation
By:/s/ William L. Sheafer____________ Date:1-23-95_________
Lawrenceburg Gas Company
By:/s/ William L. Sheafer____________ Date:1-23-95_________
The West Harrison Gas and Electric Company
By:/s/ William L. Sheafer____________ Date:__1-23-95_______
Tri-State Improvement Company
By:/s/ William L. Sheafer____________ Date:__1-23-95_______
KO Transmission Company
By:/s/ William L. Sheafer____________ Date:__1-23-95_______
Cinergy Investments, Inc.
By:/s/ J. Wayne Leonard______________ Date:__1-23-95_______
PSI Recycling, Inc.
By:/s/ Charles J. Winger_____________ Date:__1-23-95_______
Power Equipment Supply Co.
By:/s/ Charles J. Winger_____________ Date:__1-23-95_______
PSI Power Resource Operations, Inc.
By:/s/ Charles J. Winger_____________ Date:__1-23-95_______
PSI Power Resource Development, Inc.
By:/s/ Charles J. Winger_____________ Date:__1-23-95_______
PSI Sunnyside, Inc.
By:/s/ Charles J. Winger ____________ Date:__1-23-95_______
PSI International, Inc.
By:/s/ Charles J. Winger_____________ Date:__1-23-95_______
PSI T&D International, Inc.
By:/s/ J. Wayne Leonard _____________ Date:__1-23-95_______
PSI Yacyreta, Inc.
By:/s/ J. Wayne Leonard______________ Date:__1-23-95_______
Cinergy Capital & Trading, Inc.
By:/s/ Charles J. Winger_____________ Date:__1-23-95_______
PSI Argentina, Inc.
By:/s/ J. Wayne Leonard______________ Date:__1-23-95_______
CGE ECK, Inc.
By:/s/ William L. Sheafer____________ Date:__1-23-95_______
Costanera Power Corp.
By:/s/ J. Wayne Leonard______________ Date:__1-23-95_______
Enertech Associates, Inc.
By:/s/ William L. Sheafer____________ Date:__1-23-95_______
Cinergy Communications, Inc.
By:/s/ Charles J. Winger Date: 12-27-96 _____
Cinergy Cooling Corp.
By:/s/ Charles J. Winger Date: 12-27-96_ _____
Cinergy Resources, Inc.
By:/s/ Charles J. Winger Date: 12-27-96_ _____
Cinergy Technology, Inc.
By:/s/ Charles J. Winger Date: 12-27-96_______
Cinergy UK, Inc.
By:/s/ Charles J. Winger Date: 12-27-96_______
<TABLE> <S> <C>
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<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF
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</LEGEND>
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<NUMBER> 15
<NAME> ENERTECH ASSOCIATES, INC.
<MULTIPLIER> 1,000
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<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 159
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<LONG-TERM-DEBT-NET> 0
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<CAPITAL-LEASE-OBLIGATIONS> 0
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<OTHER-INCOME-NET> (5,412)
<INCOME-BEFORE-INTEREST-EXPEN> (5,412)
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0
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<TABLE> <S> <C>
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<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF
INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 16
<NAME> POWER EQUIPMENT SUPPLY CO.
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<S> <C>
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<FISCAL-YEAR-END> DEC-31-1996
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<TOTAL-COMMON-STOCKHOLDERS-EQ> 4,678
0
0
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0
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0
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF
INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 17
<NAME> CINERGY CAPITAL & TRADING, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
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<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 985
<RETAINED-EARNINGS> (1,512)
<TOTAL-COMMON-STOCKHOLDERS-EQ> (527)
0
0
<LONG-TERM-DEBT-NET> 0
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<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
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<OTHER-ITEMS-CAPITAL-AND-LIAB> 885
<TOT-CAPITALIZATION-AND-LIAB> 358
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<TOTAL-OPERATING-EXPENSES> 0
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0
<EARNINGS-AVAILABLE-FOR-COMM> 0
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<TOTAL-INTEREST-ON-BONDS> 0
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF
INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 18
<NAME> PSI RECYCLING, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
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<COMMON> 0
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<RETAINED-EARNINGS> 90
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,524
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
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<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
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<TOT-CAPITALIZATION-AND-LIAB> 1,635
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<OTHER-OPERATING-EXPENSES> 0
<TOTAL-OPERATING-EXPENSES> 0
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<OTHER-INCOME-NET> (346)
<INCOME-BEFORE-INTEREST-EXPEN> (346)
<TOTAL-INTEREST-EXPENSE> 0
<NET-INCOME> (346)
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
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<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF
INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 19
<NAME> PSI ARGENTINA, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
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<TOTAL-CURRENT-ASSETS> 18,457
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<OTHER-ASSETS> (39)
<TOTAL-ASSETS> 18,418
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 9,587
<RETAINED-EARNINGS> 7,756
<TOTAL-COMMON-STOCKHOLDERS-EQ> 17,343
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
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<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,075
<TOT-CAPITALIZATION-AND-LIAB> 18,418
<GROSS-OPERATING-REVENUE> 0
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 0
<TOTAL-OPERATING-EXPENSES> 0
<OPERATING-INCOME-LOSS> 0
<OTHER-INCOME-NET> 533
<INCOME-BEFORE-INTEREST-EXPEN> 533
<TOTAL-INTEREST-EXPENSE> 1
<NET-INCOME> 532
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 0
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF
INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 20
<NAME> CINERGY RESOURCES, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
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<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 6,906
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 123
<TOTAL-ASSETS> 7,029
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> (1,203)
<TOTAL-COMMON-STOCKHOLDERS-EQ> (1,203)
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 8,232
<TOT-CAPITALIZATION-AND-LIAB> 7,029
<GROSS-OPERATING-REVENUE> 0
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 0
<TOTAL-OPERATING-EXPENSES> 0
<OPERATING-INCOME-LOSS> 0
<OTHER-INCOME-NET> (383)
<INCOME-BEFORE-INTEREST-EXPEN> (383)
<TOTAL-INTEREST-EXPENSE> 133
<NET-INCOME> (516)
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> (1,108)
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF
INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 21
<NAME> CGE ECK, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
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<OTHER-PROPERTY-AND-INVEST> 0
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<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 0
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> (500)
<TOTAL-COMMON-STOCKHOLDERS-EQ> (500)
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 500
<TOT-CAPITALIZATION-AND-LIAB> 0
<GROSS-OPERATING-REVENUE> 0
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 0
<TOTAL-OPERATING-EXPENSES> 0
<OPERATING-INCOME-LOSS> 0
<OTHER-INCOME-NET> 14
<INCOME-BEFORE-INTEREST-EXPEN> 14
<TOTAL-INTEREST-EXPENSE> 39
<NET-INCOME> (25)
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 0
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF
INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 22
<NAME> CINERGY TECHNOLOGY, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 0
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 1,107
<TOTAL-ASSETS> 1,107
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> (448)
<TOTAL-COMMON-STOCKHOLDERS-EQ> (448)
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,555
<TOT-CAPITALIZATION-AND-LIAB> 1,107
<GROSS-OPERATING-REVENUE> 0
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 0
<TOTAL-OPERATING-EXPENSES> 0
<OPERATING-INCOME-LOSS> 0
<OTHER-INCOME-NET> (400)
<INCOME-BEFORE-INTEREST-EXPEN> (400)
<TOTAL-INTEREST-EXPENSE> 48
<NET-INCOME> (448)
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 0
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF
INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 23
<NAME> CINERGY COOLING CORP.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
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<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 0
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 4,605
<TOTAL-ASSETS> 4,605
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> (796)
<TOTAL-COMMON-STOCKHOLDERS-EQ> (796)
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 5,401
<TOT-CAPITALIZATION-AND-LIAB> 4,605
<GROSS-OPERATING-REVENUE> 0
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 0
<TOTAL-OPERATING-EXPENSES> 0
<OPERATING-INCOME-LOSS> 0
<OTHER-INCOME-NET> (728)
<INCOME-BEFORE-INTEREST-EXPEN> (728)
<TOTAL-INTEREST-EXPENSE> 68
<NET-INCOME> (796)
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 4,600
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF
INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 24
<NAME> CINERGY UK, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 0
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 593,084
<TOTAL-ASSETS> 593,084
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 475,461
<RETAINED-EARNINGS> 26,299
<TOTAL-COMMON-STOCKHOLDERS-EQ> 501,760
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 27,000
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 64,324
<TOT-CAPITALIZATION-AND-LIAB> 593,084
<GROSS-OPERATING-REVENUE> 0
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 0
<TOTAL-OPERATING-EXPENSES> 0
<OPERATING-INCOME-LOSS> 0
<OTHER-INCOME-NET> 27,404
<INCOME-BEFORE-INTEREST-EXPEN> 27,404
<TOTAL-INTEREST-EXPENSE> 974
<NET-INCOME> 26,430
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> (385)
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF
INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 25
<NAME> PSI ENERGY ARGENTINA, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
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<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 693
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 10,705
<TOTAL-ASSETS> 11,398
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 10,705
<RETAINED-EARNINGS> 541
<TOTAL-COMMON-STOCKHOLDERS-EQ> 11,246
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 152
<TOT-CAPITALIZATION-AND-LIAB> 11,398
<GROSS-OPERATING-REVENUE> 0
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 0
<TOTAL-OPERATING-EXPENSES> 0
<OPERATING-INCOME-LOSS> 0
<OTHER-INCOME-NET> 542
<INCOME-BEFORE-INTEREST-EXPEN> 542
<TOTAL-INTEREST-EXPENSE> 1
<NET-INCOME> 541
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 0
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED
STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 0
<NAME> CINERGY CORP. (CONSOLIDATED)
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
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<TOTAL-CURRENT-ASSETS> 566,011
<TOTAL-DEFERRED-CHARGES> 1,168,666
<OTHER-ASSETS> 824,211
<TOTAL-ASSETS> 8,848,514
<COMMON> 1,577
<CAPITAL-SURPLUS-PAID-IN> 1,590,735
<RETAINED-EARNINGS> 992,142
<TOTAL-COMMON-STOCKHOLDERS-EQ> 2,584,454
0
194,232
<LONG-TERM-DEBT-NET> 2,534,978
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<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 140,000
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,681,233
<TOT-CAPITALIZATION-AND-LIAB> 8,848,514
<GROSS-OPERATING-REVENUE> 3,242,740
<INCOME-TAX-EXPENSE> 218,269
<OTHER-OPERATING-EXPENSES> 2,466,213
<TOTAL-OPERATING-EXPENSES> 2,684,482
<OPERATING-INCOME-LOSS> 558,258
<OTHER-INCOME-NET> 15,322
<INCOME-BEFORE-INTEREST-EXPEN> 573,580
<TOTAL-INTEREST-EXPENSE> 215,603
<NET-INCOME> 357,977
23,180
<EARNINGS-AVAILABLE-FOR-COMM> 316,406
<COMMON-STOCK-DIVIDENDS> 274,358
<TOTAL-INTEREST-ON-BONDS> 190,617
<CASH-FLOW-OPERATIONS> 816,089
<EPS-PRIMARY> 2.00
<EPS-DILUTED> 2.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS,
CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 1
<NAME> CINERGY CORP.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 15,531
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 3,103,572
<TOTAL-ASSETS> 3,119,103
<COMMON> 1,577
<CAPITAL-SURPLUS-PAID-IN> 1,590,735
<RETAINED-EARNINGS> 992,142
<TOTAL-COMMON-STOCKHOLDERS-EQ> 2,584,454
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 509,007
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 25,642
<TOT-CAPITALIZATION-AND-LIAB> 3,119,103
<GROSS-OPERATING-REVENUE> 0
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 0
<TOTAL-OPERATING-EXPENSES> 0
<OPERATING-INCOME-LOSS> 0
<OTHER-INCOME-NET> 352,912
<INCOME-BEFORE-INTEREST-EXPEN> 352,912
<TOTAL-INTEREST-EXPENSE> 18,115
<NET-INCOME> 334,797
0
<EARNINGS-AVAILABLE-FOR-COMM> 316,406
<COMMON-STOCK-DIVIDENDS> 274,358
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 468,773
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED
STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 2
<NAME> CINERGY SERVICES, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 21,843
<TOTAL-DEFERRED-CHARGES> 6,949
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 28,792
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 0
<TOTAL-COMMON-STOCKHOLDERS-EQ> 0
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 18,489
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 10,303
<TOT-CAPITALIZATION-AND-LIAB> 28,792
<GROSS-OPERATING-REVENUE> 615,348
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 614,473
<TOTAL-OPERATING-EXPENSES> 614,473
<OPERATING-INCOME-LOSS> 875
<OTHER-INCOME-NET> (93)
<INCOME-BEFORE-INTEREST-EXPEN> 782
<TOTAL-INTEREST-EXPENSE> 569
<NET-INCOME> 213
0
<EARNINGS-AVAILABLE-FOR-COMM> 213
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> (7,461)
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED
STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 3
<NAME> PSI ENERGY, INC. (CONSOLIDATED)
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,531,532
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 155,086
<TOTAL-DEFERRED-CHARGES> 478,658
<OTHER-ASSETS> 129,667
<TOTAL-ASSETS> 3,294,943
<COMMON> 539
<CAPITAL-SURPLUS-PAID-IN> 402,947
<RETAINED-EARNINGS> 626,089
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,029,575
0
173,086
<LONG-TERM-DEBT-NET> 969,870
<SHORT-TERM-NOTES> 160,315
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 10,000
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 952,097
<TOT-CAPITALIZATION-AND-LIAB> 3,294,943
<GROSS-OPERATING-REVENUE> 1,331,962
<INCOME-TAX-EXPENSE> 73,194
<OTHER-OPERATING-EXPENSES> 1,053,006
<TOTAL-OPERATING-EXPENSES> 1,126,200
<OPERATING-INCOME-LOSS> 205,762
<OTHER-INCOME-NET> (896)
<INCOME-BEFORE-INTEREST-EXPEN> 204,866
<TOTAL-INTEREST-EXPENSE> 79,188
<NET-INCOME> 125,678
12,537
<EARNINGS-AVAILABLE-FOR-COMM> 113,141
<COMMON-STOCK-DIVIDENDS> 112,076
<TOTAL-INTEREST-ON-BONDS> 67,001
<CASH-FLOW-OPERATIONS> 227,543
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED
STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 4
<NAME> PSI ENERGY, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,531,532
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 155,012
<TOTAL-DEFERRED-CHARGES> 478,658
<OTHER-ASSETS> 129,684
<TOTAL-ASSETS> 3,294,886
<COMMON> 539
<CAPITAL-SURPLUS-PAID-IN> 402,947
<RETAINED-EARNINGS> 626,089
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,029,575
0
173,086
<LONG-TERM-DEBT-NET> 969,870
<SHORT-TERM-NOTES> 160,315
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 10,000
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 952,040
<TOT-CAPITALIZATION-AND-LIAB> 3,294,886
<GROSS-OPERATING-REVENUE> 1,331,962
<INCOME-TAX-EXPENSE> 73,194
<OTHER-OPERATING-EXPENSES> 1,053,006
<TOTAL-OPERATING-EXPENSES> 1,126,200
<OPERATING-INCOME-LOSS> 205,762
<OTHER-INCOME-NET> (897)
<INCOME-BEFORE-INTEREST-EXPEN> 204,865
<TOTAL-INTEREST-EXPENSE> 79,187
<NET-INCOME> 125,678
12,537
<EARNINGS-AVAILABLE-FOR-COMM> 113,141
<COMMON-STOCK-DIVIDENDS> 112,076
<TOTAL-INTEREST-ON-BONDS> 67,001
<CASH-FLOW-OPERATIONS> 227,543
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF
INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 5
<NAME> THE CINCINNATI GAS & ELECTRIC COMPANY (CONSOLIDATED)
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,758,094
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 429,248
<TOTAL-DEFERRED-CHARGES> 690,008
<OTHER-ASSETS> 89,908
<TOTAL-ASSETS> 4,967,258
<COMMON> 762,136
<CAPITAL-SURPLUS-PAID-IN> 536,276
<RETAINED-EARNINGS> 247,403
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,545,815
0
21,146
<LONG-TERM-DEBT-NET> 1,565,108
<SHORT-TERM-NOTES> 30,591
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 130,000
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,674,598
<TOT-CAPITALIZATION-AND-LIAB> 4,967,258
<GROSS-OPERATING-REVENUE> 1,976,049
<INCOME-TAX-EXPENSE> 145,075
<OTHER-OPERATING-EXPENSES> 1,478,684
<TOTAL-OPERATING-EXPENSES> 1,623,759
<OPERATING-INCOME-LOSS> 352,290
<OTHER-INCOME-NET> (2,560)
<INCOME-BEFORE-INTEREST-EXPEN> 349,730
<TOTAL-INTEREST-EXPENSE> 122,550
<NET-INCOME> 227,180
0
<EARNINGS-AVAILABLE-FOR-COMM> 198,146
<COMMON-STOCK-DIVIDENDS> 377,969
<TOTAL-INTEREST-ON-BONDS> 123,616
<CASH-FLOW-OPERATIONS> 675,541
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF
INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 6
<NAME> THE CINCINNATI GAS & ELECTRIC COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,496,549
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 447,732
<TOTAL-DEFERRED-CHARGES> 678,463
<OTHER-ASSETS> 209,393
<TOTAL-ASSETS> 4,832,137
<COMMON> 762,136
<CAPITAL-SURPLUS-PAID-IN> 536,276
<RETAINED-EARNINGS> 247,403
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,545,815
0
21,146
<LONG-TERM-DEBT-NET> 1,519,291
<SHORT-TERM-NOTES> 30,591
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 130,000
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,585,294
<TOT-CAPITALIZATION-AND-LIAB> 4,832,137
<GROSS-OPERATING-REVENUE> 1,846,752
<INCOME-TAX-EXPENSE> 134,692
<OTHER-OPERATING-EXPENSES> 1,381,899
<TOTAL-OPERATING-EXPENSES> 1,516,591
<OPERATING-INCOME-LOSS> 330,161
<OTHER-INCOME-NET> 16,679
<INCOME-BEFORE-INTEREST-EXPEN> 346,840
<TOTAL-INTEREST-EXPENSE> 119,660
<NET-INCOME> 227,180
0
<EARNINGS-AVAILABLE-FOR-COMM> 198,146
<COMMON-STOCK-DIVIDENDS> 377,969
<TOTAL-INTEREST-ON-BONDS> 119,479
<CASH-FLOW-OPERATIONS> 629,504
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF
INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 7
<NAME> THE UNION LIGHT, HEAT AND POWER COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 249,281
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 24,717
<TOTAL-DEFERRED-CHARGES> 11,339
<OTHER-ASSETS> 5,146
<TOTAL-ASSETS> 290,483
<COMMON> 8,780
<CAPITAL-SURPLUS-PAID-IN> 18,839
<RETAINED-EARNINGS> 92,484
<TOTAL-COMMON-STOCKHOLDERS-EQ> 120,103
0
0
<LONG-TERM-DEBT-NET> 44,617
<SHORT-TERM-NOTES> 30,649
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 95,114
<TOT-CAPITALIZATION-AND-LIAB> 290,483
<GROSS-OPERATING-REVENUE> 267,768
<INCOME-TAX-EXPENSE> 9,834
<OTHER-OPERATING-EXPENSES> 236,900
<TOTAL-OPERATING-EXPENSES> 246,734
<OPERATING-INCOME-LOSS> 21,034
<OTHER-INCOME-NET> (1,777)
<INCOME-BEFORE-INTEREST-EXPEN> 19,257
<TOTAL-INTEREST-EXPENSE> 4,661
<NET-INCOME> 14,596
0
<EARNINGS-AVAILABLE-FOR-COMM> 14,596
<COMMON-STOCK-DIVIDENDS> 4,975
<TOTAL-INTEREST-ON-BONDS> 4,016
<CASH-FLOW-OPERATIONS> 41,551
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF
INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 8
<NAME> THE WEST HARRISON GAS AND ELECTRIC COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 396
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 98
<TOTAL-DEFERRED-CHARGES> 11
<OTHER-ASSETS> 9
<TOTAL-ASSETS> 514
<COMMON> 20
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 297
<TOTAL-COMMON-STOCKHOLDERS-EQ> 317
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 197
<TOT-CAPITALIZATION-AND-LIAB> 514
<GROSS-OPERATING-REVENUE> 540
<INCOME-TAX-EXPENSE> 30
<OTHER-OPERATING-EXPENSES> 461
<TOTAL-OPERATING-EXPENSES> 491
<OPERATING-INCOME-LOSS> 49
<OTHER-INCOME-NET> 0
<INCOME-BEFORE-INTEREST-EXPEN> 49
<TOTAL-INTEREST-EXPENSE> 3
<NET-INCOME> 46
0
<EARNINGS-AVAILABLE-FOR-COMM> 46
<COMMON-STOCK-DIVIDENDS> 20
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 38
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF
INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 9
<NAME> LAWRENCEBURG GAS COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 10,676
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 2,022
<TOTAL-DEFERRED-CHARGES> 195
<OTHER-ASSETS> 973
<TOTAL-ASSETS> 13,866
<COMMON> 539
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 5,943
<TOTAL-COMMON-STOCKHOLDERS-EQ> 6,482
0
0
<LONG-TERM-DEBT-NET> 1,200
<SHORT-TERM-NOTES> 1,433
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 4,751
<TOT-CAPITALIZATION-AND-LIAB> 13,866
<GROSS-OPERATING-REVENUE> 7,633
<INCOME-TAX-EXPENSE> 515
<OTHER-OPERATING-EXPENSES> 6,076
<TOTAL-OPERATING-EXPENSES> 6,591
<OPERATING-INCOME-LOSS> 1,042
<OTHER-INCOME-NET> (14)
<INCOME-BEFORE-INTEREST-EXPEN> 1,028
<TOTAL-INTEREST-EXPENSE> 191
<NET-INCOME> 837
0
<EARNINGS-AVAILABLE-FOR-COMM> 837
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 121
<CASH-FLOW-OPERATIONS> (916)
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF
INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 10
<NAME> MIAMI POWER CORP.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 9
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 68
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 77
<COMMON> 1
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> (6)
<TOTAL-COMMON-STOCKHOLDERS-EQ> (5)
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 82
<TOT-CAPITALIZATION-AND-LIAB> 77
<GROSS-OPERATING-REVENUE> 39
<INCOME-TAX-EXPENSE> 6
<OTHER-OPERATING-EXPENSES> 24
<TOTAL-OPERATING-EXPENSES> 30
<OPERATING-INCOME-LOSS> 9
<OTHER-INCOME-NET> 0
<INCOME-BEFORE-INTEREST-EXPEN> 9
<TOTAL-INTEREST-EXPENSE> 0
<NET-INCOME> 9
0
<EARNINGS-AVAILABLE-FOR-COMM> 9
<COMMON-STOCK-DIVIDENDS> 30
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 69
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF
INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 11
<NAME> KO TRANSMISSION CO.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
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<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 18
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 469
<TOTAL-ASSETS> 1,670
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 515
<RETAINED-EARNINGS> 29
<TOTAL-COMMON-STOCKHOLDERS-EQ> 544
0
0
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0
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<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,126
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<GROSS-OPERATING-REVENUE> 573
<INCOME-TAX-EXPENSE> 68
<OTHER-OPERATING-EXPENSES> 403
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0
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</TABLE>
<TABLE> <S> <C>
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<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF
INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 12
<NAME> TRI-STATE IMPROVEMENT CO.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
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0
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<LONG-TERM-DEBT-NET> 29,691
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0
<CAPITAL-LEASE-OBLIGATIONS> 0
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF
INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 13
<NAME> CINERGY INVESTMENTS (CONSOLIDATED)
<MULTIPLIER> 1,000
<S> <C>
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0
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<CASH-FLOW-OPERATIONS> (32,771)
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF
INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 14
<NAME> CINERGY INVESTMENTS, INC.
<MULTIPLIER> 1,000
<S> <C>
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<TOTAL-ASSETS> 580,790
<COMMON> 0
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<RETAINED-EARNINGS> 15,584
<TOTAL-COMMON-STOCKHOLDERS-EQ> 531,057
0
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<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 49,733
<TOT-CAPITALIZATION-AND-LIAB> 580,790
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<TOTAL-INTEREST-EXPENSE> 1,382
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</TABLE>
The Companies Act 1985
An Unlimited Company Having A Share Capital
Articles of Association
of
Avon Energy Partners Holdings
(Adopted by Resolution in Writing of all the Members
of the Company passed on the 7th day of May 1996)
Preliminary
1 The regulations contained in Table A in The Companies
(Tables A to F) Regulations 1985 (as amended so as to affect
companies first registered on the date of incorporation of
the Company) shall, except as hereinafter provided and so
far as not inconsistent with the provisions of these
Articles, apply to the Company to the exclusion of all other
regulations or Articles of Association. References herein
to regulations are to regulations in the said Table A unless
otherwise stated.
Share Capital
2 The share capital of the Company is 100 pound sterling
divided into 100 Ordinary Shares of 1 pound sterling each,
which shall be identical in all respects and rank pari passu
save as described in the next sentence. Of the issued share
capital of 100 Ordinary Shares of 1 pound sterling each as
at the date of adoption of these Articles, 22 Ordinary
Shares shall be designated as "Restricted Shares" and shall
be subject to the restrictions on transfer set out in
Article 6.
3
3.1 Subject to Section 80 of the Act and to Article 6, all
unissued shares shall be at the disposal of the Directors
and they may allot, grant options over or otherwise
dispose of them to such persons, at such times, and on
such terms as they think proper.
3.2
3.2.1 Pursuant to and in accordance with Section 80 of
the Act the Directors shall be generally and
unconditionally authorised to exercise during the
period of five years from the date of incorporation of
the Company all the powers of the Company to allot
relevant securities up to an aggregate nominal amount
of 100 pound sterling;
3.2.2 by such authority the Directors may make offers or
agreements which would or might require the allotment
of relevant securities after the expiry of such
period;
3.2.3 words and expressions defined in or for the
purposes of the said Section 80 shall bear the same
meanings in this Article.
3.3 Any allotment made pursuant to Article 3.2 may be made
as if Section 89(1) of the Act did not apply.
4 The Company may by special resolution, but subject to
Article 6:
4.1 Increase the share capital by such sum to be divided
into shares of such amount as the resolution may
prescribe;
4.2 consolidate and divide all or any of its share capital
into shares of a larger amount than its existing shares;
4.3 subdivide its shares, or any of them, into shares of a
smaller amount than its existing shares;
4.4 cancel any shares which at the date of the passing of
the resolution have not been taken or agreed to be taken
by any person;
4.5 reduce its share capital and any share premium account
in any way.
Regulations 32 and 34 shall not apply to the Company.
Redeemable Shares and Purchase of Shares by the
Company
5 In addition to and without prejudice to the powers in
Clause 4 above, but subject to Article 6, the Company may:
5.1 issue shares which are to be redeemed or liable to be
redeemed at the option of the Company or the holder
thereof except that no redeemable shares my be issued at
any time when there are no issued shares of the Company
which are not redeemable;
5.2 purchase its own shares, including its own redeemable
shares, subject to the terms of the purchase being
authorised by a Special Resolution in general meeting.
Regulations 3 and 35 shall not apply.
Transfer of Shares
6 Restricted Shares shall not be directly or indirectly
sold, assigned, transferred, pledged, hypothecated or
otherwise disposed of (collectively a "Transfer") without
the prior written consent of the member(s) (other than the
transferor) holding a majority of the shares in the capital
of the Company not subject to the proposed Transfer. Such
consent may be withheld at the sole and absolute discretion
of each member. Notwithstanding any other provision of
these Articles of Association to the contrary, the
Restricted Shares shall at all times represent more than 20
percent of all interests in the capital and items of income,
gain, loss, deduction and credit of the Company. Share
certificates representing the Restricted Shares shall be
stamped or otherwise imprinted with a legend stating that
the shares evidenced by such certificates are subject to
restrictions on transfer.
Proceedings at General Meetings
7 In the case of a corporation a resolution in writing my
be signed on its behalf by a Director or the Secretary
thereof or by its duly appointed attorney or duly authorised
representative. Regulation 53 shall be extended
accordingly. Regulation 53 (as so extended) shall apply
mutatis mutandis to resolutions in writing of any class of
members of the Company.
8 An instrument appointing a proxy (and, where it is signed
on behalf of the appointor by an attorney, the letter or
power of attorney or a duly certified copy thereof) must
either be delivered at such place or one of such places (if
any) as may be specified for that purpose in or by way of
note to the notice convening the meeting (or, if no place is
so specified, at the registered office) before the time
appointed for holding the meeting or adjourned meeting or be
delivered to the Secretary (or the Chairperson of the
meeting) on the day and at the place of, but in any event
before the time appointed for holding, the meeting or
adjourned meeting. The instrument shall, unless the
contrary is stated thereon, be valid as well for any
adjournment of the meeting as for the meeting to which it
relates. An instrument of proxy relating to more than one
meeting (including any adjournment thereof) having once been
so delivered for the purposes of any meeting shall not
require again to be delivered for the purposes of any
subsequent meeting to which it relates. Regulation 62 shall
not apply.
9 The members shall be deemed to meet together if, being in
separate locations, they are nonetheless linked by
conference telephone or other communication equipment which
allows those participating to hear and speak to each other.
Such a meeting shall be deemed to take place where the
largest group of those participating is assembled or, if
there is no such group, where the Chairperson of the meeting
then is.
10 The last sentence of Regulation 112 shall not apply.
Alternate Directors
11 An alternate Director shall be entitled to receive
notices of meetings of the Directors and of any committee of
the Directors of which his appointor is a member and shall
be entitled to attend and vote as a Director and be counted
in the quorum at any such meeting at which his appointor is
not personally present and generally at such meeting to
perform all functions of his appointor as a Director and for
the purposes of the proceedings at such meeting the
provisions of these Articles shall apply as if he were a
Director. If he shall be himself a Director or shall attend
any such meeting as an alternate for more than one Director,
his voting rights shall be cumulative. The signature of the
alternate to any resolution in writing of the Directors
shall be as effective as the signature of his appointor.
Regulations 66 and 69 shall not apply.
12 An alternate Director shall be entitled to contract and
be interested in and benefit from contracts or arrangements
or transactions and to be repaid expenses and to be
indemnified to the same extent mutatis mutandis as if he
were a Director but he shall not be entitled to receive from
the Company in respect of his appointment as alternate
Director any remuneration except only such part (if any) of
the remuneration otherwise payable to his appointor as such
appointor may by notice in writing to the Company from time
to time direct.
Delegation of Directors' Powers
13 In addition to the powers to delegate contained in
Regulation 72, the Directors may delegate any of their
powers or discretions (including without prejudice to the
generality of the foregoing all powers and discretions whose
exercise involves or may involve the payment of remuneration
to or the conferring of any other benefit on all or any of
the Directors) to committees consisting of one or more
Directors and (if thought fit) one or more other named
person or persons to be co-opted as hereinafter provided.
Insofar as any such power or discretion is delegated to a
committee, any reference in these Articles to the exercise
by the Directors of the power or discretion so delegated
shall be read and construed as if it were a reference to the
exercise thereof by such committee. Any committee so formed
shall in the exercise of the powers so delegated conform to
any regulations which may from time to time be imposed by
the Directors. Any such regulations may provide for or
authorise the co-option to the committee of persons other
than Directors and may provide for members who are not
Directors to have voting rights as members of the committee.
Regulation 72 shall be modified accordingly.
Appointment and Retirement of Directors
14 The Directors shall not be subject to retirement by
rotation. Regulations 73 to 75 and the second and third
sentences of Regulation 79 shall not apply, and other
references in the said Table A to retirement by rotation
shall be disregarded.
Disqualification and Removal of Directors
15 The office of a Director shall be vacated in any of the events
specified in Regulation 81 and also if he shall in writing offer
to resign and the Directors shall resolve to accept such offer or
if he shall be removed from office by notice in writing signed by
all his co-Directors (being at least two in number) but so that
if he holds an appointment to an executive office which thereby
automatically determines such removal shall be deemed an act of
the Company and shall have effect without prejudice to any claim
for damages for breach of any contract of service between him and
the Company.
Remuneration of Directors
16 Any Director who serves on any committee, or who otherwise
performs services which in the opinion of the Directors are
outside the scope of the ordinary duties of a Director, may be
paid such extra remuneration by way of salary, commission or
otherwise or may receive such other benefits as the Directors may
determine. Regulation 82 shall be extended accordingly.
Proceedings of Directors
17
17.1 The Directors shall take whatever steps they deem necessary or
desirable to ensure that all of the Directors are kept fully
informed, in a prompt manner, of the business of and decisions of
any committee of the Directors. Without limitation, the agenda,
the minutes and any papers circulated with them for each
committee meeting shall be circulated to all the Directors at the
same time as they are issued to the committee members.
17.2 The Directors, and any committee of Directors, shall be deemed
to meet together if, being in separate locations, they are
nonetheless linked by conference telephone or other communication
equipment which allows those participating to hear and speak to
each other. Such a meeting shall be deemed to take place where
the largest group of those participating is assembled or, if
there is no such group, where the Chairperson of the meeting then
is.
17.3 On any matter in which a Director is in any way interested he
may nevertheless vote and be taken into account for the purposes
of a quorum and (save as otherwise agreed) may retain for his own
absolute use and benefit all profits and advantages directly or
indirectly accruing to him thereunder or in consequence thereof.
Regulations 94 to 98 shall not apply.
17.4 The third and fifth sentences of Regulation 88 shall not apply.
Indemnity
18
18.1 Subject to the provisions of and so far as may be permitted by
law, every Director, Secretary or other officer of the Company
shall be entitled to be indemnified by the Company out of its own
funds against and/or exempted by the Company from all costs,
charges, losses, expenses and liabilities incurred by him in the
actual or purported execution and/or discharge of his duties
and/or the exercise or purported exercise of his powers and/or
otherwise in relation to or in connection with his duties, powers
or office including (without prejudice to the generality of the
foregoing) any liability incurred by him in defending any
proceedings, civil or criminal, which relate to anything done or
omitted or alleged to have been done or omitted by him as an
officer or employee of the Company and in which judgment is given
in his favour (or the proceedings are otherwise disposed of
without any finding or admission of any material breach of duty
on his part) or in which he is acquitted or in connection with
any application under any statute for relief from liability in
respect of any such act or omission in which relief is granted to
him by the Court. Regulation 118 shall not apply.
18.2 Without prejudice to the provisions of Regulation 87 and to
Article 18.1, the Directors shall have the power to purchase and
maintain insurance for or for the benefit of any persons who are
or were at any time Directors, officers or employees of any
Relevant Company (as defined in Article 18.3) or who are or were
at any time trustees of any pension fund or employees' share
scheme in which employees of any Relevant Company are interested,
including (without prejudice to the generality of the foregoing)
insurance against any liability incurred by such persons in
respect of any act or omission in the actual or purported
execution and/or discharge of their duties and/or in the exercise
or purported exercise of their powers and/or otherwise in
relation to their duties, powers or offices in relation to any
Relevant Company, or any such pension fund or employees' share
scheme.
18.3 For the purpose of Article 18.2, "Relevant Company"
shall mean the Company, any holding company of the Company
or any other body, whether or not incorporated, in which the
Company or such holding company or any of the predecessors
of the Company or of such holding company has or had any
interest whether direct or indirect or which is in any way
allied to or associated with the Company, or any subsidiary
undertaking of the Company or of any such other body.
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
Adopted by Written Resolution passed on December 1996
of
Midlands Electricity plc
PRELIMINARY
1. The regulations contained in Table A in The Companies
(Tables A to F) Regulations 1985 ( as amended so as to
affect companies first registered on the date of the
adoption of these Articles) shall, except as hereinafter
provided and so far as not inconsistent with the provisions
of these Articles, apply to the Company to the exclusion of
all other regulations or Articles of Association.
References herein to regulations are to regulations in the
said Table A unless otherwise stated.
SHARE CAPITAL
2. The share capital of the Company at the date of the
adoption of these Articles is 150,000,000 Pound Sterling
divided into 600,000,000 Ordinary Shares of 25p each.
3.1 Subject to Section 80 of the Act, all unissued shares
shall be at the disposal of the Directors and they may
allot, grant options over or otherwise dispose of them to
such persons, at such times, and on such terms as they think
proper.
3.2
(a) Pursuant to and in accordance with Section 80
of the Act, the Directors shall be generally and
unconditionally authorized to exercise during the period of
five years from the date of adoption of these Articles all
the powers of the Company to allot relevant securities up to
an aggregate nominal amount of 150,000,000 Pound Sterling;
and
(b) by such authority the Directors may make offers
or agreements which would or might require the allotment of
relevant securities after the expiry of such period.
3.3 Section 89(1) of the Act shall not apply to the
allotment by the Company of equity securities.
3.4 Words and expressions defined in or for the purposes
of the said Section 80 or the said Section 89 shall bear the
same meanings in this Article.
PROCEEDINGS AT GENERAL MEETINGS
4 In the case of a corporation a resolution in writing
may be signed on its behalf by a Director or the Secretary
thereof or by its duly appointed attorney or duly authorized
representative. Regulation 53 shall be extended
accordingly. Regulation 53 (as so extended) shall apply
mutatis mutandis to resolutions in writing of any class of
members of the Company.
5 The members shall be deemed to meet together if, being
in separate locations, they are nonetheless linked by
conference telephone or other communication equipment which
allows those participating to hear and speak and speak to
each other. Such a meeting shall be deemed to take place
where the largest group of those participating is assembled,
or, if there is no such group, where the Chairman of the
meeting then is.
6 An instrument appointing a proxy (and, where it is
signed on behalf of the appointor by an attorney, the letter
or power of attorney or a duly certified copy thereof) must
either be delivered at such place or one of such places (if
any) as may be specified for that purpose in or by way of
note to the notice convening the meeting (or, if no place is
so specified, at the registered office) before the time
appointed for holding the meeting or adjourned meeting or
(in the case of a poll taken otherwise than at or on the
same day as the meeting or adjourned meeting) for the taking
of the poll at which it is to be used or be delivered to the
Secretary (or the chariman of the meeting) on the day and at
the place of, but in any event before the time appointed for
holding the meeting or adjourned meeting or poll. The
instrument may be in the form of a facsimile or other
machine-made copy and shall, unless the contrary is stated
thereon, be valid as well for any adjournment of the meeting
as for the meeting to which it relates. An instrument of
proxy relating to more than one meeting (including any
adjournment thereof) having once been so delivered for the
purposes of any meeting shall not require again to be
delivered for the purposes of any subsequent meeting to
which it relates. Regulations 62 shall not apply.
7 The last sentence of Regulations 112 shall not apply.
ALTERNATE DIRECTORS
8.1 Any `A' Director or 'B' Director (other than an
alternate Director of an 'A' Director or 'B' Director) may
appoint any other Director or any other person willing to
act to be an alternate Director and may remove from office
an alternate Director so appointed by him. Any 'C' Director
(other than an alternate of a 'C' Director) may appoint any
other Director, or any other person approved by resolution
of the Directors and willing to act, to be an alternate
Director and may remove from office an alternate Director so
appointed by him. Regulations 65 shall not apply.
8.2 If he is himself a Director or if he is an alternate
for an 'A' Director or a 'B" Director, an alternate Director
shall be entitled to receive notices of meetings of the
Directors and of any committee of the directors of which his
appointor is a member and shall be entitled to attend and
vote as an 'A' Director (if his appointor is an 'A'
Director), as a 'B' Director (if his appointor is a 'B'
Director) or as a 'C' Director (if his appointor is a 'C'
Director) and be counted in the quorum at any such meeting
at which his appointor is not personally present (if his
appointor is either an 'A' Director or a 'B' Director) and
generally at such meeting to perform all functions of his
appointor as a Director and for the purposes of the
proceedings at such meeting the provisions of these Articles
shall apply as if he were an 'A' Director (if his appointor
is an 'A' Director), a 'B' Director (if his appointor is a
'B' Director) or a 'C' Director (if his appointor is a 'C'
Director). If he shall be himself an 'A', 'B' or 'C'
Director or shall attend any such meeting as an alternate
for more than one 'A', 'B' or 'C' Director, his voting
rights shall be cumulative. The signature of the alternate
Director to any resolution in writing of the Directors shall
be as effective as the signature of his appointor. If he is
an alternate for a 'C' Director, and he is not himself a
Director, an alternate director shall not be entitled to
receive notices of meetings of the Directors of any
committee of the Directors and shall to be entitled to
attend and vote at any such meeting. Regulations 66 and 69
shall not apply.
8.3 An alternate Director shall be entitled to contract
and be interested in and benefit from contracts or
arrangements or transactions and to be repaid expenses and
to be indemnified to the same extent mutatis mutandis as if
he were a Director but he shall not be entitled to receive
from the Company in respect of his appointment as an
alternate Director any remuneration except only such part
(if any) of the remuneration otherwise payable to his
appointor as such appointor may by notice in writing to the
Company from time to time direct.
DELEGATION OF DIRECTORS' POWERS
9 In addition to the powers to delegate contained in
Regulation 72, the Directors may delegate any of their
powers or discretions (including without prejudice to the
generality of the foregoing all powers and discretions whose
exercise involves or may involve the payment of remuneration
to or the conferring of any other benefit on all or any of
the Directors) to committees consisting of one or more
Directors and (if thought fit) one or more other named
person or persons to be co-opted as hereinafter provided.
Insofar as any such power or discretion is delegated to a
committee, any reference in these Articles to the exercise
by the Directors of the power or discretion so delegated
shall be read and construed as if it were a reference to the
exercise thereof by such committee. Any committee so formed
shall in the exercise of the powers so delegated conform to
any regulations which may from time to time be imposed by
the Directors. Any such regulations may provide for or
authorize the co-option to the committee of persons other
than Directors and may provide for members who are not
Directors to have voting rights as members of the committee
but so that (a) the number of members who are not Directors
shall be less than one-half of the total number of members
of the committee and (b) no resolution of the committee
shall be effective unless passed by a majority including at
least one member of the committee who is an 'A' Director and
one member of the committee who is a 'B' Director.
Regulations 72 shall be modified accordingly.
APPOINTMENT AND RETIREMENT OF DIRECTORS
10 The Directors shall not be subject to retirement by
rotation. Regulations 73 to 75 and the second and third
sentences of Regulation 79 shall not apply, and other
references in the said Table A to retirement by rotation
shall be disregarded.
11 Any director who reaches the age of 70 shall be
required to vacate office.
DISQUALIFIFCATION AND REMOVAL OF DIRECTORS
12 The office of a Director shall be vacated in any of
the events specified in Regulation 81 and also if he shall
in writing offer to resign and the directors shall resolve
to accept such offer or if the Director is a 'C' Director he
shall be removed from office by notice in writing signed by
all the 'A' Directors and the 'B' Directors from time to
time (being at least two in number), but so that if he holds
an appointment to an executive office which thereby
automatically determines such removal shall be deemed an act
of the Company and shall have effect without prejudice to
any claim for damages for breach of any contract of service
between him and the Company.
REMUNERATION OF DIRECTORS
13 Any Director who serves on any committee, or who
otherwise performs services which in the opinion of the
Directors are outside the scope of the ordinary duties of a
Director, may be paid such extra remuneration by way of
salary, commission or otherwise or may receive such other
benefits as the Directors may determine. Regulation 82
shall be extended accordingly.
PROCEEDINGS OF THE DIRECTORS
14 The Board of Directors shall consist of 'A'
Directors, 'B' Directors and 'C' Directors. 'A' Directors
and 'B' Directors shall be the Directors either (i)
designated as such by any member holding, or any members
together holding, shares carrying not less than 90 percent
of the votes which may for the time being be cast at a
general meeting or (ii) appointed pursuant to Article 21.
All other directors shall be known as 'C' Directors.
15 Subject to the provisions of the articles, the
Directors may regulate their proceedings as they think fit.
A Director may, and the secretary at the request of a
Director shall, call a meeting of the Directors. Unless
otherwise agreed by one 'A' Director and one 'B' Director at
least 14 days notice of any meeting of the Board of
Directors shall be given to each of the Directors specifying
the time and place of the proposed meeting and sufficient
details of the business proposed to be conducted at that
meeting to enable the Directors to understand the
significance of any relevant resolutions. A Director who is
also an alternate director shall be entitled in the absence
of his appointor to a separate vote on behalf of his
appointor in addition to his own (if his appointor is
entitled to a vote). Regulations 88 shall not apply.
16 Each Director shall be entitled to one vote on any
questions arising at a meeting. All decisions of Directors
shall be validly decided by a majority of votes provided
that at least one 'A' Director and one 'B' Director vote in
favour of such decision.
17 The quorum for the transaction of the business of the
directors shall be one 'A' Director and one 'B' Director.
Any person who holds office only as an alternate director
shall, if his appointor (being either an 'A' Director or a
`B' Director) is not present, be counted in the quorum.
Regulation 89 shall not apply.
18 On any matter in which a Director is in any way
interested he may nevertheless vote and be taken into
account for the purposes of a quorum provided that he has
disclosed any interest he may have in accordance with
Section 317 of the Act and (save as otherwise agreed) may
retain for his own absolute use and benefit all profits and
advantages directly or indirectly accruing to him thereunder
or in consequence thereof. Regulations 94 to 98 shall not
apply.
Notices
19 A member whose registered address is not within the
United Kingdom shall be entitled to have notices sent to him
as if he were a member with a registered address within the
United Kingdom and the last sentence of Regulation 112 shall
not apply.
Indemnity
20.1 Subject to the provisions of and so far as may be
consistent with the Statutes, every Director, Secretary
or other officer of the Company shall be indemnified by
the Company out of its own funds against and/or exempted
by the Company from all costs, charges, losses, expenses
and liabilities incurred by him in the actual or
purported execution and/or discharge of his duties and/or
the exercise or purported exercise of his powers and/or
otherwise in relation to or in connection with his
duties, powers or office including (without prejudice to
the generality of the foregoing) any liability incurred
by him in defending any proceedings, civil or criminal,
which relate to anything done or omitted or alleged to
have been done or omitted by him as an officer or
employee of the Company and in which judgment is given in
his favour (or the proceedings are otherwise disposed of
without any finding or admission of any material breach
of duty on his part) or in which he is acquitted or in
connection with any application under any statute for
relief from liability in respect of any such act or
omission in which relief is granted to him by the Court.
20.2 Without prejudice to paragraph 20.1 of this Article
the Directors shall have power to purchase and maintain
insurance for and for the benefit of any persons who are
or were at any time Directors, officers or employees of
any Relevant Company (as defined in paragraph 20.3 of the
Article) or who are or were at any time trustees of any
pension fund or employees' share scheme in which
employees of any Relevant Company are interested,
including (without prejudice to the generality of the
foregoing) insurance against any liability incurred by
such persons in respect of any act or omission in the
actual or purported execution and/or discharge of their
duties and/or in the exercise or purported exercise of
their powers and/or otherwise in relation to their
duties, powers or offices in relation to any Relevant
Company, or any such pension fund or employees' share
scheme.
20.3 For the purpose of paragraph 20.2 of this Article
Relevant Company shall mean the Company, any holding
company of the Company or any other body, whether or not
incorporated, in which the Company or such holding
company or any of the predecessors of the Company or of
such holding company has or had any interest whether
direct or indirect or which is in any way allied to or
associated with the Company, or any subsidiary
undertaking of the Company or of such other body.
OVERRIDING PROVISIONS
21 Any member holding, or any members together holding,
shares carrying not less than 90 percent of the votes which
may for the time being be cast at a general meeting of the
Company may at any time and from time to time:
a. appoint any person to be a Director (whether to fill a
vacancy or as an additional Director);
b. remove from office any Director howsoever appointed but
so that if he holds an appointment to an executive office
which thereby automatically determines such removal shall
be deemed an act of the Company and shall have effect
without prejudice to any claim for damages for breach of
any contract of service between him and the Company.
Any such appointment, removal, consent or notice shall be in
writing served on the Company and signed by the member or
members. Any Director appointed pursuant to this article
shall be designated by such member as an `A' Director, a `B'
Director or a `C' Director.
To the extent of any inconsistency this Article shall have
overriding effects as against all other provisions of these
Articles.
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
AVON ENERGY PARTNERS PLC
(Adopted by Resolution In Writing of all the Members
of the Company passed on the 7th day of May 1996)
PRELIMINARY
1 The regulations contained in Table A in The Companies
(Tables A to F) Regulations 1985 (as amended so as to affect
companies first registered on the date of incorporation of
the Company) shall, except as hereinafter provided and so
far as not inconsistent with the provision of these
Articles, apply to the company to the exclusion of all other
regulations or Articles of Association. References herein
to regulations are to regulations in the said Table A unless
otherwise stated.
SHARE CAPITAL
2 The share capital of the Company is 50,000 pounds
sterling divided into 50,000 Ordinary Shares of 1 pound
sterling each.
3
3.1 Subject to Section 80 of the Act, all unissued shares
shall be at the disposal of the Directors and they may
allot, grant options over or otherwise dispose of them to
such persons, at such times, and on such terms as they
think proper.
3.2
3.2.1 Pursuant to and in accordance with Section 80 of the Act
the Directors shall be generally and unconditionally
authorised to exercise during the period of five years
from the date of incorporation of the Company all the
powers of the Company to allot relevant securities up to
an aggregate nominal amount of 50,000 pounds sterling;
3.2.2 by such authority the Directors may make offers or
agreements which would or might require the allotment of
relevant securities after the expiry of such period;
3.2.3 words and expressions defined in or for the purposes of
the said Section 80 shall bear the same meanings in this
Article.
3.3 Any allotment made pursuant to Article 3.2 may be made as
if Section 89(1) of the Act did not apply.
PROCEEDINGS AT GENERAL MEETINGS
4 In the case of a corporation a resolution in writing may
be signed on its behalf by a Director or the Secretary
thereof or by its duly appointed attorney or duly authorized
representative. Regulation 53 shall be extended
accordingly. Regulation 53 (as so extended) shall apply
mutatis mutandis to resolutions in writing of any class of
members of the Company.
5 The members shall be deemed to meet together if, being in
separate locations, they are nonetheless linked by
conference telephone or other communication equipment which
allows those participating to hear and speak to each other.
Such a meeting shall be deemed to take place where the
largest group of those participating is assembled, or, if
there is no such group, where the Chairperson of the meeting
then is.
6 An instrument appointing a proxy (and, where it is signed
on behalf of the appointor by an attorney, the letter or
power of attorney or a duly certified copy thereof) must
either by delivered at such place or one of such places (if
any) as may be specified for that purpose in or by way of
note to the notice convening the meeting (or, if no place is
so specified, at the registered office) before the time
appointed for holding the meeting or adjourned meeting or be
delivered to the Secretary (or the Chairperson of the
meeting) on the day and at the place of, but in any event
before the time appointed for holding, the meeting or
adjourned meeting. The instrument may be in the form of a
facsimile or other machine made copy and shall, unless the
contrary is stated thereon, be valid as well for any
adjournment of the meeting as for the meeting to which it
relates. An instrument of proxy relating to more than one
meeting (including any adjournment thereof) having once been
so delivered for the purposes of any meeting shall not
require again to be delivered for the purposes of any
subsequent meeting to which it relates. Regulation 62 shall
not apply.
7 The last sentence of Regulation 112 shall not apply.
ALTERNATE DIRECTORS
8 An alternate Director shall be entitled to receive
notices of meetings of the Directors and of any committee of
the Directors of which his appointor is a member and shall
be entitled to attend and vote as a Director and be counted
in the quorum at any such meeting at which his appointor is
not personally present and generally at such meeting to
perform all functions of his appointor as a Director and for
the purposes of the proceedings at such meeting the
provisions of these Articles shall apply as if he were a
Director. If he shall be himself a Director or shall attend
any such meeting as an alternate for more than one Director,
his voting rights shall be cumulative. The signature of the
alternate to any resolution in writing of the Directors
shall be as effective as the signature of his appointor.
Regulations 66 and 69 shall not apply.
9 An alternate Director shall be entitled to contract and
be interested in and benefit from contracts or arrangements
or transactions and to be repaid expenses and to be
indemnified to the same extent mutatis mutandis as if he
were a Director but he shall not be entitled to receive from
the Company in respect of his appointment as alternate
Director any remuneration except only such part (if any) of
the remuneration otherwise payable to his appointor as such
appointer may by notice in writing to the Company from time
to time direct.
DELEGATION OF DIRECTORS' POWERS
10 In addition to the powers to delegate contained in
Regulation 72, the Directors may delegate any of their
powers or discretions (including without prejudice to the
generality of the foregoing all powers and discretions
whose exercise involves or may involve the payment of
remuneration to or the conferring of any other benefit on
all or any of the Directors) to committees consisting of one
or more Directors and (if thought fit) one or more other
named persons or persons to be co-opted as hereinafter
provided. Insofar as any such power or discretion is
delegated to a committee, any reference in these Articles to
the exercise by the Directors of the power or discretion so
delegated shall be read and construed as if it were a
reference to the exercise thereof by such committee. Any
committee so formed shall in the exercise of the powers so
delegated conform to any regulations which may from time to
time be imposed by the Directors. Any such regulations may
provide for or authorise the co-option to the committee of
persons other than Directors and may provide for members who
are not Directors to have voting rights as members of the
committee. Regulation 72 shall be modified accordingly.
APPOINTMENT AND RETIREMENT OF DIRECTORS
11 The Directors shall not be subject to retirement by
rotation. Regulations 73 to 75 and the second and third
sentences of Regulation 79 shall not apply, and other
references in the said Table A to retirement by rotation
shall be disregarded.
DISQUALIFICATION AND REMOVAL OF DIRECTORS
12 The office of a Director shall be vacated in any of the
events specified in Regulation 81 and also if he shall in
writing offer to resign and the Directors shall resolve to
accept such offer or if he shall be removed from office by
notice in writing signed by all his co-Directors (being at
least two in number) but so that if he holds an appointment
to an executive office which thereby automatically
determines such removal shall be deemed an act of the
Company and shall have effect without prejudice to any claim
for damages for breach of any contract of service between
him and the Company.
REMUNERATION OF DIRECTORS
13 Any Director who serves on any committee, or who
otherwise performs services which in the opinion of the
Directors are outside the scope of the ordinary duties of a
Director, may be paid such extra remuneration by way of
salary, commission or otherwise or may receive such other
benefits as the Directors may determine. Regulation 82
shall be extended accordingly.
PROCEEDINGS OF DIRECTORS
14 The Directors shall take whatever steps they deem
necessary or desirable to ensure that all of the Directors
are kept fully informed, in a prompt manner, of the business
of and decisions of any committee of the Directors. Without
limitation, the agenda, the minutes and any papers
circulated with them for each committee meeting shall be
circulated to all the Directors at the same time as they are
issued to the committee members.
15 The Directors, and any committee of Directors, shall be
deemed to meet together if , being in separate locations,
they are nonetheless linked by conference telephone or other
communication equipment which allows those participating to
hear and speak to each other. Such a meeting shall be
deemed to take place where the largest group of those
participating is assembled or, if there is no such group,
where the Chairperson of the meeting then is.
16 On any matter in which a Director is in any way
interested he may nevertheless vote and be taken into
account for the purposes of a quorum and (save as otherwise
agreed) may retain for his own absolute use and benefit all
profits and advantages directly or indirectly accruing to
him thereunder or in consequence thereof. Regulations 94 to
98 shall not apply.
17 The third and fifth sentences of Regulation 88 shall not
apply.
INDEMNITY
18
18.1 Subject to the provisions of and so far as may be
permitted by law, every Director, Secretary or other officer
of the Company shall be entitled to be indemnified by the
Company out of its own funds against and/or exempted by the
Company from all costs, charges, losses, expenses and
liabilities incurred by him in the actual or purported
execution and/or discharge of his duties and/or the exercise
or purported exercise of his powers and/or otherwise in
relation to or in connection with his duties, powers or
office including (without prejudice to the generality of the
foregoing) any liability incurred by him in defending any
proceedings, civil or criminal, which relate to anything
done or omitted or alleged to have been done or omitted by
him as an officer or employee of the Company and in which
judgment is given in his favour (or the proceedings are
otherwise disposed of without any finding or admission of
any material breach of duty on his part) or in which he is
acquitted or in connection with any application under any
statute for relief from liability in respect of any such act
or omission in which relief is granted to him by the Court.
Regulation 118 shall not apply.
18.2 Without prejudice to Regulation 87 and to Article 18.1
the Directors shall have power to purchase and maintain
insurance for or for the benefit of any persons who are or
were at any time Directors, officers or employees of any
Relevant Company (as defined in Article 18.3) or who are or
were at any time trustees of any pension fund or employees'
share scheme in which employees of any Relevant Company are
interested, including (without prejudice to the generality
of the foregoing) insurance against any liability incurred
by such persons in respect of any act or omission in the
actual or purported execution and/or discharge of their
duties and/or in the exercise or purported exercise of their
powers and/or otherwise in relation to their duties, powers
or offices in relation to any Relevant Company, or any such
pension fund or employees' share scheme.
18.3 For the purpose of Article 18.2, "Relevant Company"
shall mean the Company, any holding company of the Company
or any other body, whether or not incorporated, in which the
Company or such holding company or any of the predecessors
of the Company or of such holding company has or had any
interest whether direct or indirect or which is in any way
allied to or associated with the Company, or any subsidiary
undertaking of the Company or of such other body.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To PSI Energy Argentina, Inc.:
We have audited the accompanying balance sheets of PSI ENERGY
ARGENTINA, INC.
(an Indiana Corporation and a wholly owned subsidiary of PSI
Energy, Inc.) as
of December 31, 1996 and 1995, and the related statements of
income, changes
in common stock equity and cash flows for the years then ended.
These
financial statements are the responsibility of the Company's
management. Our
responsibility is to express an opinion on these financial
statements based on
our audits.
We conducted our audits in accordance with generally accepted
auditing
standards. Those standards require that we plan and perform the
audit to
obtain reasonable assurance about whether the financial
statements are free of
material misstatement. An audit includes examining, on a test
basis, evidence
supporting the amounts and disclosures in the financial
statements. An audit
also includes assessing the accounting principles used and
significant
estimates made by management, as well as evaluating the overall
financial
statement presentation. We believe that our audits provide a
reasonable basis
for our opinion.
In our opinion, the financial statements referred to above
present fairly, in
all material respects, the financial position of PSI Energy
Argentina, Inc. as
of December 31, 1996 and 1995, and the results of its operations
and its cash
flows for the years then ended, in conformity with generally
accepted
accounting principles.
ARTHUR ANDERSEN LLP
Cincinnati, Ohio,
April 30, 1997.
<PAGE>
<TABLE>
<CAPTION>
PSI ENERGY ARGENTINA, INC.
BALANCE SHEETS
(dollars in thousands)
December 31,
1996 1995
ASSETS
<S>
<C> <C>
CURRENT ASSETS
Accounts receivable from affiliated companies
.................................................... $ 660
$ --
Prepayments and other
............................................................................
33 --
- ------- -------
693 --
OTHER ASSETS
Investment in Distrilec Invesora, S.A., net
...................................................... 10,705
10,705
- ------- -------
$11,398 $10,705
CAPITALIZATION
COMMON STOCK EQUITY
Common Stock - no par value;
authorized shares - 100,000,000;
outstanding shares - 100 in 1996 and 1995
........................................................ $ --
$ --
Paid-in capital
..............................................................................
.... 10,705 10,705
Retained earnings
..............................................................................
.. 541 --
- ------- -------
11,246 10,705
CURRENT LIABILITIES
Accrued taxes
..............................................................................
...... 152 --
- ------- -------
$11,398 $10,705
The accompanying notes are an integral part of these financial statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PSI ENERGY ARGENTINA, INC.
STATEMENTS OF INCOME
(dollars in thousands)
For the Year Ended
December 31,
1996 1995
<S>
<C> <C>
Revenues
Operator fees
...................................................................
$247 $ --
Consulting and engineering retainer
............................................. 123
- --
Dividends
.......................................................................
376 --
- ---- ---------
746 --
Operation expenses
..............................................................
99 --
- ---- ---------
Pre-tax income
..................................................................
647 --
Income taxes
....................................................................
106 --
- ---- ---------
Net Income
......................................................................
$541 $ --
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PSI ENERGY ARGENTINA, INC.
STATEMENTS OF CHANGES IN COMMON STOCK
EQUITY
(dollars in thousands)
<S>
<C>
Balance at December 31, 1994
.......................................................................
$10,705
- -------
- -------
Balance at December 31, 1995
.......................................................................
$10,705
Retained earnings
Net income
..............................................................................
........... 541
- -------
Balance at December 31, 1996
.......................................................................
$11,246
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PSI ENERGY ARGENTINA, INC.
STATEMENTS OF CASH FLOWS
(dollars in thousands)
For the Year Ended
December 31,
1996 1995
<S>
<C> <C>
Operating Activities
Net Income
..............................................................................
........ $ 541 $ --
Items providing (using) cash currently:
Changes in current assets and current liabilities
Accounts receivable
.............................................................................
(660) --
Accrued taxes
..............................................................................
..... 152 --
Other items - net
..............................................................................
. (33) --
- ------- ---------
Net cash provided by (used in) operating activities
............................................. -- --
Net increase (decrease) in cash and temporary
cash investments
..............................................................................
.. -- --
Cash and temporary cash investments at beginning
of period
..............................................................................
......... -- --
- ----- ---------
Cash and temporary cash investments at end
of period
..............................................................................
......... $-- $ --
The accompanying notes are an integral part of these financial statements
</TABLE>
<PAGE>
NOTES TO THE FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
(a) Nature of Operations PSI Energy Argentina, Inc. (PSI Energy Argentina or
Company)
is a foreign utility company under the Public Utility Holding Company Act of
1935
(PUHCA). PSI Energy Argentina is an Indiana corporation that was formed to
invest in
foreign utility companies. The Company and its parent, PSI Energy, Inc.
(PSI), an
Indiana electric utility, are subsidiaries of Cinergy Corp. (Cinergy), a
registered
holding company under the PUHCA.
As of December 31, 1996, PSI Energy Argentina holds a 2% interest in Distrilec
Invesora, S.A. (Distrilec). Distrilec, as a member of a multinational
consortium, owns
a 51% interest in Empresa Distribuidora Sur S.A. (Edesur), an electric-
distribution
network serving the southern half of the city of Buenos Aires, Argentina.
Distrilec
also acts as the operator of Edesur.
Distrilec acquired its 51% interest in connection with the privatization of
electric
generation and distribution assets in Argentina. Pursuant to the
privatization
process, the Argentine government retained 39% of the shares for subsequent
sale and
distributed 10% of the shares to Edesur employees. In late 1995, the
Argentine
government sold its remaining 39% ownership interest at book value, which
approximates
the cost that Distrilec paid for its interest in Edesur.
The Company has entered into an agreement with the other shareholders of
Distrilec
regarding the distribution to the shareholders of the operator fees earned by
Distrilec. The term of this agreement extends through August 31, 2007.
The Argentine government has placed a five-year restriction on the sale of
Edesur
stock, requiring the Company to hold its investment until at least September
1, 1997,
unless special approval is obtained from the Argentine government.
(b) Basis of Accounting PSI Energy Argentina uses the cost method to account
for its
investment in Distrilec. Currently, the shares of Edesur are not publicly
traded.
(c) Management's Use of Estimates The preparation of financial statements in
conformity with generally accepted accounting principles requires management
to make
estimates and assumptions that affect the reported amounts of assets and
liabilities.
Estimates are also required with respect to the disclosure of contingent
assets and
liabilities at the date of the financial statements and reported amounts of
revenues
and expenses during the reporting period. Actual results could differ from
those
estimates. (See Note 2.)
(d) Income Taxes PSI Energy Argentina complies with the provisions of
Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes (Statement
109).
Statement 109 requires recognition of deferred tax assets and liabilities for
the
expected future tax consequences of existing differences between the financial
reporting and tax reporting bases of assets and liabilities
The components of the Company's net deferred income tax assets at December 31,
1996 and
1995 are as follows:
1996 1995
Deferred income tax assets:
Start-up costs $ - $ 46,516
NOL carryforwards - 93,032
Valuation allowance - (139,548)
Net deferred income tax assets $ - $ -___
During 1996, the Company utilized all of its net operating loss carryforwards
(approximately $245,000) for both Federal and state tax purposes.
Federal income taxes, computed by applying the statutory Federal income tax
rate to
pre-tax income are reconciled to income tax expense reported in the Statement
of Income
as follows:
1996
(in thousands)
Statutory Federal income tax provision $ 226.4
Increases (Reductions) in taxes resulting
from:
State income taxes (net of Federal benefit) 19.1
Change in valuation allowance (139.5)
Income tax expense $ 106.0
PSI Energy Argentina will participate in the filing of a consolidated Federal
income
tax return with Cinergy, and other affiliated companies for the year ended
December 31,
1996. The current tax liability is allocated among the members of the group
pursuant
to a tax sharing agreement consistent with Rule 45(c) of the PUHCA.
(e) Consulting and Engineering Retainer The Company has entered into an
agreement
with Edesur under which the Company may provide consulting and engineering
services to
Edesur. Under this agreement, the Company receives retainer fees, as well as
project
fees for any services provided. Through December 31, 1996, the Company has
not
provided any services under the agreement.
(f) Administrative, Management, and Support Services The Company receives
certain
administrative, management, and support services from affiliate companies.
These
services are immaterial and are not reflected in the financial statements.
2. Commitments
The Company is committed to invest up to $12 million in Distrilec. The
Company does
not anticipate making any future cash payments but could incur a liability to
invest an
additional $2 million in the event that the operations of Distrilec require
additional
capital.
<TABLE>
<CAPTION>
CINERGY CORP.
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1996
(in thousands)
Consolidated Consolidated
Cinergy The Cincinnati Gas PSI Energy,
Cinergy Corp. Services, Inc. & Electric Company 1/ Inc. 1/
-------------------------------------------------------------
ASSETS
<S> <C> <C> <C> <C>
UTILITY PLANT - ORIGINAL COST
In service
Electric ....................................................... $ -- $ -- $4,631,605 $4,178,181
Gas ............................................................ -- -- 713,829 --
Common ......................................................... -- -- 185,255 --
---------- ---------- ---------- ----------
-- -- 5,530,689 4,178,181
Accumulated depreciation ....................................... -- -- 1,868,579 1,723,279
---------- ---------- ---------- ----------
-- -- 3,662,110 2,454,902
Construction work in progress .................................. -- -- 95,984 76,630
---------- ---------- ---------- ----------
Total utility plant ............................................ -- -- 3,758,094 2,531,532
CURRENT ASSETS
Cash and temporary cash investments ............................ 3,605 7,009 5,120 2,911
Restricted deposits ............................................ -- -- 1,171 550
Notes receivable from affiliated companies ..................... 42 -- 31,740 3
Accounts receivable - net ...................................... 104 477 117,912 74,289
Accounts receivable from affiliated companies .................. 10,780 14,357 2,453 4,016
Materials, supplies, and fuel - at average cost
Fuel for use in electric production ............................ -- -- 29,865 41,865
Gas stored for current use ..................................... -- -- 32,951 --
Other materials and supplies ................................... -- -- 52,023 28,268
Property taxes applicable to subsequent year ................... -- -- 123,580 --
Prepayments and other .......................................... 1,000 -- 32,433 3,184
---------- ---------- ---------- ----------
15,531 21,843 429,248 155,086
OTHER ASSETS
Regulatory assets
Amounts due from customers - income taxes ...................... -- -- 344,126 33,068
Post-in-service carrying costs and deferred
operating expenses ............................................. -- -- 141,492 44,904
Phase-in deferred return and depreciation ...................... -- -- 95,163 --
Coal contract buyout costs ..................................... -- -- -- 138,171
Deferred demand-side management costs .......................... -- -- 33,534 101,208
Deferred merger costs .......................................... -- -- 17,709 76,290
Unamortized costs of reacquiring debt .......................... -- -- 38,439 32,079
Other .......................................................... -- -- 19,545 52,938
Investment in unconsolidated subsidiary ........................ -- -- -- --
Investment in consolidated subsidiaries ........................ 3,101,501 -- -- --
Other .......................................................... 2,071 6,949 89,908 129,667
---------- ---------- ---------- ----------
3,103,572 6,949 779,916 608,325
$3,119,103 $ 28,792 $4,967,258 $3,294,943
<FN>
1/ See accompanying consolidating balance sheet.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY CORP.
CONSOLIDATING BALANCE SHEET (Continued)
DECEMBER 31, 1996
(continued)
(in thousands)
Consolidated
Cinergy
Investments, Consolidated
Inc. 1/ Eliminations Cinergy Corp.
-----------------------------------------------------
ASSETS
<S> <C> <C> <C>
UTILITY PLANT - ORIGINAL COST
In service
Electric ........................................................... $ -- $ -- $8,809,786
Gas ................................................................ -- -- 713,829
Common ............................................................. -- -- 185,255
----------- ----------- ----------
-- -- 9,708,870
Accumulated depreciation ........................................... -- -- 3,591,858
----------- ----------- ----------
-- -- 6,117,012
Construction work in progress ...................................... -- -- 172,614
----------- ----------- ----------
Total utility plant ................................................ -- -- 6,289,626
CURRENT ASSETS
Cash and temporary cash investments ................................ 682 -- 19,327
Restricted deposits ................................................ -- -- 1,721
Notes receivable from affiliated companies ......................... -- (31,785) --
Accounts receivable - net .......................................... 6,579 -- 199,361
Accounts receivable from affiliated companies ...................... 19,005 (50,611) --
Materials, supplies, and fuel - at average cost
Fuel for use in electric production ................................ -- -- 71,730
Gas stored for current use ......................................... -- -- 32,951
Other materials and supplies ....................................... 1 -- 80,292
Property taxes applicable to subsequent year ....................... -- -- 123,580
Prepayments and other .............................................. 432 -- 37,049
----------- ----------- ----------
26,699 (82,396) 566,011
OTHER ASSETS
Regulatory assets
Amounts due from customers - income taxes .......................... -- -- 377,194
Post-in-service carrying costs and deferred
operating expenses ................................................. -- -- 186,396
Phase-in deferred return and depreciation .......................... -- -- 95,163
Coal contract buyout costs ......................................... -- -- 138,171
Deferred demand-side management costs .............................. -- -- 134,742
Deferred merger costs .............................................. -- -- 93,999
Unamortized costs of reacquiring debt .............................. -- -- 70,518
Other .............................................................. -- -- 72,483
Investment in unconsolidated subsidiary ............................ 592,660 -- 592,660
Investment in consolidated subsidiaries ............................ -- (3,101,501) --
Other .............................................................. 7,391 (4,435) 231,551
----------- ----------- ----------
600,051 (3,105,936) 1,992,877
$ 626,750 $(3,188,332) $8,848,514
<FN>
1/ See accompanying consolidating balance sheet.
</FN>
</TABLE>
<TABLE>
<CAPTION>
CINERGY CORP.
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1996
(dollars in thousands)
Consolidated Consolidated
Cinergy The Cincinnati Gas PSI Energy,
Cinergy Corp. Services, Inc.& Electric Company 1/ Inc. 1/
CAPITALIZATION AND LIABILITIES
<S> <C> <C> <C> <C>
COMMON STOCK EQUITY
Common stock - $.01 par value; authorized shares -
600,000,000; outstanding shares - 157,679,129 .................. $ 1,577 $ -- $ -- $ --
Common stock of subsidiaries ................................... -- -- 762,136 539
Paid-in capital ................................................ 536,276 402,947
Retained earnings .............................................. 992,273 -- 247,403 626,089
Cumulative foreign currency translation adjustment ............. (131) -- -- --
Total common stock equity ...................................... 2,584,454 -- 1,545,815 1,029,575
CUMULATIVE PREFERRED STOCK OF SUBSIDIARIES
Not subject to mandatory redemption ............................ 21,146 173,086
LONG-TERM DEBT ................................................. -- -- 1,565,108 969,870
Total capitalization ........................................... 2,584,454 -- 3,132,069 2,172,531
CURRENT LIABILITIES
Long-term debt due within one year ............................. 10,000
Notes payable .................................................. 509,000 -- 30,488 147,129
Notes payable to affiliated companies .......................... 7 18,489 103 13,186
Accounts payable ............................................... 2,597 10,963 166,064 114,330
Accounts payable to affiliated companies ....................... 23,196 1,840 12,726 12,850
Accrued taxes .................................................. (14,439) (2,567) 267,841 73,206
Accrued interest ............................................... 975 -- 30,570 24,045
Other .......................................................... -- -- 32,191 17,107
521,336 28,725 669,983 411,853
OTHER LIABILITIES
Deferred income taxes .......................................... 767,085 372,997
Unamortized investment tax credits ............................. -- -- 123,185 52,750
Accrued pension and other postretirement
benefit costs .................................................. 165,282 98,037
Other .......................................................... 26 -- 109,654 186,775
13,313 67 1,165,206 710,559
$ 3,119,103 $ 28,792 $4,967,258 $3,294,943
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
(continued)
CINERGY CORP.
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1996
(dollars in thousands)
Cinergy
Investments, Consolidated
Inc. 1/ Eliminations Cinergy Corp.
CAPITALIZATION AND LIABILITIES
<S> <C> <C> <C>
COMMON STOCK EQUITY
Common stock - $.01 par value; authorized shares -
600,000,000; outstanding shares - 157,679,129 ....................... $ -- $ -- $ 1,577
Common stock of subsidiaries ........................................ -- (762,675) --
Paid-in capital ..................................................... 515,473 (1,454,696) 1,590,735
Retained earnings ................................................... 15,715 (889,207) 992,273
Cumulative foreign currency translation adjustment .................. (131) 131 (131)
Total common stock equity ........................................... 531,057 (3,106,447) 2,584,454
CUMULATIVE PREFERRED STOCK OF SUBSIDIARIES
Not subject to mandatory redemption ................................. -- -- 194,232
LONG-TERM DEBT ...................................................... -- -- 2,534,978
Total capitalization ................................................ 531,057 (3,106,447) 5,313,664
CURRENT LIABILITIES
Long-term debt due within one year .................................. -- -- 140,000
Notes payable ....................................................... 27,000 -- 713,617
Notes payable to affiliated companies ............................... -- (31,785) --
Accounts payable .................................................... 10,459 1,007 305,420
Accounts payable to affiliated companies ............................ -- (50,612) --
Accrued taxes ....................................................... (982) -- 323,059
Accrued interest .................................................... -- -- 55,590
Other ............................................................... 65,355 -- 114,653
101,832 (81,390) 1,652,339
OTHER LIABILITIES
Deferred income taxes ............................................... (6,678) (495) 1,146,263
Unamortized investment tax credits .................................. -- -- 175,935
Accrued pension and other postretirement
benefit costs ....................................................... -- -- 263,319
Other ............................................................... 539 -- 296,994
(6,139) (495) 1,882,511
$ 626,750 $(3,188,332) $ 8,848,514
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY CORP.
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1996
(in thousands, except per share amounts)
Consolidated Consolidated
Cinergy The Cincinnati Gas PSI Energy,
Cinergy Corp. Services, Inc & Electric Company 1/ Inc. 1/
---------------------------------------------------------------------
<S> <C> <C> <C> <C>
OPERATING REVENUES
Electric
Non-affiliated companies ................................. $ -- $ -- $ 1,458,828 $ 1,309,878
Affiliated companies ..................................... -- -- 43,180 22,084
Gas
Non-affiliated companies ................................. -- -- 474,034 --
Affiliated companies ..................................... 7
Other .................................................... -- 615,348 -- --
--------- ----------- ----------- -----------
-- 615,348 1,976,049 1,331,962
OPERATING EXPENSES
Fuel used in electric production ......................... -- -- 349,197 364,053
Gas purchased ............................................ -- -- 249,116 --
Purchased and exchanged power
Non-affiliated companies ................................. -- -- 46,333 112,505
Affiliated companies ..................................... -- -- 21,921 43,343
Other operation .......................................... -- 603,158 330,169 268,478
Maintenance .............................................. -- -- 96,205 97,703
Depreciation ............................................. -- 157 160,951 121,812
Amortization of phase-in deferrals ....................... -- -- 13,598 --
Post-in-service deferred operating
expenses - net ........................................... -- -- 3,290 (4,799)
Income taxes ............................................. -- -- 145,075 73,194
Taxes other than income taxes ............................ -- 11,158 207,904 49,911
--------- ----------- ----------- -----------
-- 614,473 1,623,759 1,126,200
OPERATING INCOME ......................................... -- 875 352,290 205,762
OTHER INCOME AND EXPENSES - NET
Allowance for equity funds used during
construction ............................................. -- -- 1,225 --
Post-in-service carrying costs ........................... -- -- -- 1,223
Phase-in deferred return ................................. -- -- 8,372 --
Equity in earnings of consolidated
subsidiaries ............................................. 347,556 -- -- --
Equity in earnings of unconsolidated
subsidiary ............................................... -- -- -- 25,430
Income taxes ............................................. 6,857 -- 9,139 (3,997)
Other - net .............................................. (1,501) (93) (21,296) 1,878
--------- ----------- ----------- -----------
352,912 (93) (2,560) (896)
INCOME BEFORE INTEREST AND OTHER CHARGES ................. 352,912 782 349,730 204,866
INTEREST AND OTHER CHARGES
Interest on long-term debt ............................... -- -- 123,616 67,001
Other interest ........................................... 18,115 569 2,793 14,511
Allowance for borrowed funds used during
construction ............................................. -- -- (3,859) (2,324)
Preferred dividend requirements of
subsidiaries ............................................. -- -- -- --
--------- ----------- ----------- -----------
18,115 569 122,550 79,188
NET INCOME ............................................... $ 334,797 $ 213 $ 227,180 $ 125,678
Preferred dividend requirement ........................... -- -- 10,643 12,537
Costs of reacquisition of preferred stock
of subsidiary ............................................ 18,391 -- 18,391 --
--------- ----------- ----------- -----------
INCOME APPLICABLE TO COMMON STOCK ........................ $ 316,406 $ 213 $ 198,146 $ 113,141
AVERAGE COMMON SHARES OUTSTANDING EARNINGS PER COMMON SHARE Net income Costs of
reacquisition of preferred stock of subsidiary
Net income applicable to common stock
DIVIDENDS DECLARED PER COMMON SHARE
<FN>
1/ See accompanying consolidating statement of income (loss).
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY CORP.
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1996
(in thousands, except per share amounts)
Consolidated
Cinergy Consolidated
Investments, Inc. Eliminations Cinergy Corp.
----------------------------------------------------
<S> <C> <C> <C>
OPERATING REVENUES
Electric
Non-affiliated companies .................................................... $ -- -- $ 2,768,706
Affiliated companies ........................................................ -- $(65,264) --
Gas
Non-affiliated companies .................................................... -- -- 474,034
Affiliated companies ........................................................ -- (7) --
Other ....................................................................... -- (615,348) --
--------- ----------- -----------
-- (680,619) 3,242,740
OPERATING EXPENSES
Fuel used in electric production ............................................ -- -- 713,250
Gas purchased ............................................................... -- -- 249,116
Purchased and exchanged power
Non-affiliated companies .................................................... -- -- 158,838
Affiliated companies ........................................................ -- (65,264) --
Other operation ............................................................. -- (603,371) 598,434
Maintenance ................................................................. -- -- 193,908
Depreciation ................................................................ -- (157) 282,763
Amortization of phase-in deferrals .......................................... -- -- 13,598
Post-in-service deferred operating
expenses - net .............................................................. -- -- (1,509)
Income taxes ................................................................ -- -- 218,269
Taxes other than income taxes ............................................... -- (11,158) 257,815
--------- ----------- -----------
-- (679,950) 2,684,482
OPERATING INCOME ............................................................ -- (669) 558,258
OTHER INCOME AND EXPENSES - NET
Allowance for equity funds used during
construction ................................................................ -- -- 1,225
Post-in-service carrying costs .............................................. -- -- 1,223
Phase-in deferred return .................................................... -- -- 8,372
Equity in earnings of consolidated
subsidiaries ................................................................ -- (347,556) --
Equity in earnings of unconsolidated
subsidiary .................................................................. 25,430 -- 25,430
Income taxes ................................................................ 7,537 -- 19,536
Other - net ................................................................. (13,994) (5,458) (40,464)
--------- ----------- -----------
18,973 (353,014) 15,322
INCOME BEFORE INTEREST AND OTHER CHARGES .................................... 18,973 (353,683) 573,580
INTEREST AND OTHER CHARGES
Interest on long-term debt .................................................. -- -- 190,617
Other interest .............................................................. 1,308 (6,127) 31,169
Allowance for borrowed funds used during
construction ................................................................ -- -- (6,183)
Preferred dividend requirements of
subsidiaries ................................................................ -- 23,180 23,180
--------- ----------- -----------
1,308 17,053 238,783
NET INCOME .................................................................. $ 17,665 ($ 370,736) $ 334,797
Preferred dividend requirement .............................................. -- (23,180) --
Costs of reacquisition of preferred
stock of subsidiary ......................................................... -- (18,391) 18,391
--------- ----------- -----------
INCOME APPLICABLE TO COMMON STOCK ........................................... $ 17,665 ($ 329,165) $ 316,406
AVERAGE COMMON SHARES OUTSTANDING ........................................... 157,678
EARNINGS PER COMMON SHARE
Net income .................................................................. $ 2.12
Costs of reacquisition of preferred stock
of subsidiary ............................................................... (0.12)
-----------
Net income applicable to common stock ....................................... $ 2.00
DIVIDENDS DECLARED PER COMMON SHARE ......................................... $ 1.74
<FN>
1/ See accompanying consolidating statement of income (loss).
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY CORP.
CONSOLIDATING STATEMENT OF CHANGES IN COMMON STOCK EQUITY
(dollars in thousands)
Consolidated Consolidated
Cinergy The Cincinnati Gas PSI Energy,
Cinergy Corp. Services, Inc. & Electric Company 1/ Inc. 1/
----------------------------------------------------------------------
<S> <C> <C> <C>
BALANCE AT DECEMBER 31, 1995 ......................... $ 2,548,843 $(213) $ 1,528,463 $ 1,029,067
Common stock 2/ ...................................... -- -- -- --
Paid-in capital ...................................... (6,315) -- (32) (306)
Contribution from parent company ..................... -- -- 197,207 --
Retained earnings
Net income ........................................... 334,797 213 227,180 125,678
Dividends on preferred stock ......................... -- -- (10,643) (12,629)
Dividends on common stock ............................ (274,358) -- (377,969) (112,076)
Costs of reacquisition of preferred
stock of subsidiary .................................. (18,391) -- (18,391) --
Other ................................................ 9 -- -- (159)
Foreign currency translation
adjustment ........................................... (131) -- -- --
----------- ----- ----------- -----------
BALANCE AT DECEMBER 31, 1996 ......................... $ 2,584,454 $-- $ 1,545,815 $ 1,029,575
<FN>
1/ See accompanying consolidating statement of changes in common stock equity.
2/ Par values, authorized shares, and outstanding shares are as follows:
Par Value Authorized shares Outstanding Shares
------------------- --------------------------------------------
(in thousands)
--------------------------------------------
Cinergy $0.01 600,000 157,679
CG&E $8.50 120,000 89,663
PSI $0.01 stated value 60,000 53,914
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY CORP.
CONSOLIDATING STATEMENT OF CHANGES IN COMMON STOCK EQUITY
(dollars in thousands)
Consolidated
Investments, Consolidated
Inc. 1/ Eliminations Cinergy Corp.
----------------------------------------------------------
<S> <C> <C> <C>
BALANCE AT DECEMBER 31, 1995 ................................. $ 11,447 $(2,568,764) $ 2,548,843
Common stock 2/ .............................................. -- -- --
Paid-in capital .............................................. (11,021) 11,359 (6,315)
Contribution from parent company ............................. 502,076 (699,283) --
Retained earnings
Net income ................................................... 17,665 (370,736) 334,797
Dividends on preferred stock ................................. -- 23,272 --
Dividends on common stock .................................... -- 490,045 (274,358)
Costs of reacquisition of preferred
stock of subsidiary .......................................... -- 18,391 (18,391)
Other ........................................................ 11,021 (10,862) 9
Foreign currency translation
adjustment ................................................... (131) 131 (131)
--------- ----------- -----------
BALANCE AT DECEMBER 31, 1996 ................................. $ 531,057 $(3,106,447) $ 2,584,454
<FN>
1/ See accompanying consolidating statement of changes in common stock equity.
2/ Par values, authorized shares, and outstanding shares are as follows:
Par Value Authorized shares Outstanding Shares
------------------- --------------------------------------------
(in thousands)
--------------------------------------------
Cinergy $0.01 600,000 157,679
CG&E $8.50 120,000 89,663
PSI $0.01 stated value 60,000 53,914
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY CORP.
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1996
(in thousands)
Consolidated Consolidated
Cinergy The Cincinnati Gas PSI
Cinergy Corp.Services, Inc.& Electric Company 1/Energy, Inc. 1/
-------------------------------------------------------------
<S> <C> <C> <C> <C>
Operating Activities
Net income ...................................................... $ 334,797 $ 213 $ 227,180 $ 125,678
Items providing (using) cash currently:
Depreciation .................................................... -- 157 160,951 121,812
Deferred income taxes and investment tax
credits - net ................................................... (8) 67 18,929 29,925
Allowance for equity funds used during
construction .................................................... -- -- (1,225) --
Regulatory assets - net ......................................... -- -- 34,761 (34,481)
Changes in current assets and current
liabilities
Restricted deposits ............................................. -- -- (27) (336)
Accounts and notes receivable, net of
reserves on receivables sold .................................... 16,029 (718) 156,182 2,722
Materials, supplies, and fuel ................................... -- -- 2,437 41,343
Accounts payable ................................................ (16,688) (3,150) 19,587 10,363
Litigation settlement ........................................... -- -- -- (80,000)
Accrued taxes and interest ...................................... (13,661) (2,567) 16,923 6,704
Other items - net ............................................... 148,304 (1,463) 39,843 3,813
--------- -------- --------- ---------
Net cash provided by (used in)
operating activities ............................................ 468,773 (7,461) 675,541 227,543
Financing Activities
Issuance of common stock ........................................ 311 -- -- --
Issuance of long-term debt ...................................... -- -- -- 174,817
Funds on deposit from issuance of long-term debt ................ -- -- -- 973
Retirement of preferred stock of subsidiaries ................... (197,371) -- -- (15,116)
Redemption of long-term debt .................................... -- -- (162,583) (74,600)
Change in short-term debt ....................................... 509,007 18,489 30,591 (38,216)
Dividends on preferred stock .................................... -- -- (10,643) (12,629)
Dividends on common stock ....................................... (274,358) -- (377,969) (112,076)
Capital contribution from parent company ........................ -- -- -- --
--------- -------- --------- ---------
Net cash provided by (used in)
financing activities ............................................ 37,589 18,489 (520,604) (76,847)
Investing Activities
Construction expenditures (less allowance
for equity funds used during construction) ...................... -- (4,019) (142,053) (172,341)
Deferred demand-side management costs - net ..................... -- -- (14,376) 9,034
Investment in unconsolidated subsidiary ......................... (503,349) -- -- --
--------- -------- --------- ---------
Net cash used in investing activities ........................... (503,349) (4,019) (156,429) (163,307)
Net increase (decrease) in cash and
temporary cash investments ...................................... 3,013 7,009 (1,492) (12,611)
Cash and temporary cash investments at
beginning of period ............................................. 592 -- 6,612 15,522
--------- -------- --------- ---------
Cash and temporary cash investments at
end of period ................................................... $ 3,605 $ 7,009 $ 5,120 $ 2,911
<FN>
1/ See accompanying consolidating statement of cash flows.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY CORP.
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1996
(in thousands)
Consolidated
Cinergy
Investments, Consolidated
Inc. 1/ Eliminations Cinergy Corp.
---------------------------------------------------
<S> <C> <C> <C>
Operating Activities
Net income .......................................................... $ 17,665 ($370,736) $ 334,797
Items providing (using) cash currently:
Depreciation ........................................................ -- (157) 282,763
Deferred income taxes and investment tax
credits - net ....................................................... (1,001) -- 47,912
Allowance for equity funds used during
construction ........................................................ -- -- (1,225)
Regulatory assets - net ............................................. -- -- 280
Changes in current assets and current
liabilities
Restricted deposits ................................................. 5 -- (358)
Accounts and notes receivable, net of
reserves on receivables sold ........................................ 189 (41,655) 132,749
Materials, supplies, and fuel ....................................... 225 -- 44,005
Accounts payable .................................................... (13,448) 40,617 37,281
Litigation settlement ............................................... -- -- (80,000)
Accrued taxes and interest .......................................... (1,930) -- 5,469
Other items - net ................................................... (34,476) (143,605) 12,416
--------- --------- ---------
Net cash provided by (used in)
operating activities ................................................ (32,771) (515,536) 816,089
Financing Activities
Issuance of common stock ............................................ -- -- 311
Issuance of long-term debt .......................................... -- -- 174,817
Funds on deposit from issuance of long-term debt .................... -- -- 973
Retirement of preferred stock of subsidiaries ....................... -- -- (212,487)
Redemption of long-term debt ........................................ -- -- (237,183)
Change in short-term debt ........................................... 27,000 946 547,817
Dividends on preferred stock ........................................ -- 23,272 --
Dividends on common stock ........................................... -- 490,045 (274,358)
Capital contribution from parent company ............................ 502,076 (502,076) --
--------- --------- ---------
Net cash provided by (used in)
financing activities ................................................ 529,076 12,187 (110)
Investing Activities
Construction expenditures (less allowance
for equity funds used during construction) .......................... (4,600) -- (323,013)
Deferred demand-side management costs - net ......................... -- -- (5,342)
Investment in unconsolidated subsidiary ............................. (503,349) 503,349 (503,349)
--------- --------- ---------
Net cash used in investing activities ............................... (507,949) 503,349 (831,704)
Net increase (decrease) in cash and
temporary cash investments .......................................... (11,644) -- (15,725)
Cash and temporary cash investments at
beginning of period ................................................. 12,326 -- 35,052
--------- --------- ---------
Cash and temporary cash investments at
end of period ....................................................... $ 682 $ -- $ 19,327
<FN>
1/ See accompanying consolidating statement of cash flows.
</FN>
</TABLE>
<TABLE>
<CAPTION>
THE CINCINNATI GAS & ELECTRIC COMPANY
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1996
(in thousands)
The Union Light, The West
The Cincinnati Gas Heat and Lawrenceburg Harrison Gas and Miami Tri-State
& Electric Company Power Company Gas Company Electric CompanyPower Co.Improvement Co
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
OPERATING REVENUES
Electric
Non-affiliated companies ........................ $ 1,267,388 $ 190,908 $ -- $ 540 $ -- $ --
Affiliated companies ............................ 188,330 -- -- -- 39 --
Gas
Non-affiliated companies ........................ 389,830 76,511 7,619 -- -- --
Affiliated companies ............................ 1,204 357 14 -- -- --
----------- ----------- ----------- ----------- ----------- -----------
1,846,752 267,768 7,633 540 39 --
OPERATING EXPENSES
Fuel used in electric production ................ 348,923 273 -- 1 -- --
Gas purchased ................................... 204,680 41,185 3,976 -- -- --
Purchased and exchanged power
Non-affiliated companies ........................ 46,333 -- -- -- -- --
Affiliated companies ............................ 21,921 143,566 -- 363 -- --
Other operation ................................. 300,086 30,934 1,229 55 16 --
Maintenance ..................................... 91,034 4,997 162 11 1 --
Depreciation .................................... 148,501 11,909 417 19 1 --
Amortization of phase-in deferrals .............. 13,598 -- -- -- -- --
Post-in-service deferred operating
expenses - net .................................. 3,290 -- -- -- -- --
Income taxes .................................... 134,692 9,834 515 30 6 --
Taxes other than income taxes ................... 203,533 4,036 292 12 6 --
----------- ----------- ----------- ----------- ----------- -----------
1,516,591 246,734 6,591 491 30 --
OPERATING INCOME ................................ 330,161 21,034 1,042 49 9 --
OTHER INCOME AND EXPENSES - NET
Allowance for equity funds used
during construction ............................. 1,233 (8) -- -- -- --
Phase-in deferred return ........................ 8,372 -- -- -- -- --
Equity in earnings of subsidiaries .............. 15,859 -- -- -- -- --
Income taxes .................................... 9,680 (352) 13 2 -- (205)
Other - net ..................................... (18,465) (1,417) (27) (2) -- 981
----------- ----------- ----------- ----------- ----------- -----------
16,679 (1,777) (14) -- -- 776
INCOME BEFORE INTEREST .......................... 346,840 19,257 1,028 49 9 776
INTEREST
Interest on long-term debt ...................... 119,479 4,016 121 -- -- --
Other interest .................................. 2,548 703 73 3 -- 1,832
Allowance for borrowed funds used
during construction ............................. (2,367) (58) (3) -- -- (1,431)
----------- ----------- ----------- ----------- ----------- -----------
119,660 4,661 191 3 -- 401
NET INCOME ...................................... 227,180 14,596 837 46 9 375
PREFERRED DIVIDEND REQUIREMENT .................. 10,643 -- -- -- -- --
COSTS OF REACQUISITION OF PREFERRED STOCK ....... 18,391 -- -- -- -- --
----------- ----------- ----------- ----------- ----------- -----------
INCOME APPLICABLE TO COMMON STOCK ............... $ 198,146 $ 14,596 $ 837 $ 46 $ 9 $ 375
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE CINCINNATI GAS & ELECTRIC COMPANY
CONSOLIDATING STATEMENT OF INCOME (Continued)
FOR THE YEAR ENDED DECEMBER 31, 1996
(in thousands)
Consolidated
KO The Cincinnati Gas
Transmission Co. Eliminations & Electric Company
---------------------------------------------------
<S> <C> <C> <C>
OPERATING REVENUES
Electric
Non-affiliated companies ...................................... $ -- $ -- $ 1,458,828
Affiliated companies .......................................... -- (145,189) 43,180
Gas
Non-affiliated companies ...................................... 40 34 474,034
Affiliated companies .......................................... 533 (2,101) 7
----------- ----------- -----------
573 (147,256) 1,976,049
OPERATING EXPENSES
Fuel used in electric production .............................. -- -- 349,197
Gas purchased ................................................. -- (725) 249,116
Purchased and exchanged power
Non-affiliated companies ...................................... -- -- 46,333
Affiliated companies .......................................... -- (143,929) 21,921
Other operation ............................................... 274 (2,425) 330,169
Maintenance ................................................... -- -- 96,205
Depreciation .................................................. 104 -- 160,951
Amortization of phase-in deferrals ............................ -- -- 13,598
Post-in-service deferred operating
expenses - net ................................................ -- -- 3,290
Income taxes .................................................. 68 (70) 145,075
Taxes other than income taxes ................................. 25 -- 207,904
----------- ----------- -----------
471 (147,149) 1,623,759
OPERATING INCOME .............................................. 102 (107) 352,290
OTHER INCOME AND EXPENSES - NET
Allowance for equity funds used
during construction ........................................... -- -- 1,225
Phase-in deferred return ...................................... -- -- 8,372
Equity in earnings of subsidiaries ............................ -- (15,859) --
Income taxes .................................................. 2 (1) 9,139
Other - net ................................................... -- (2,366) (21,296)
----------- ----------- -----------
2 (18,226) (2,560)
INCOME BEFORE INTEREST ........................................ 104 (18,333) 349,730
INTEREST
Interest on long-term debt .................................... -- -- 123,616
Other interest ................................................ -- (2,366) 2,793
Allowance for borrowed funds used
during construction ........................................... -- -- (3,859)
----------- ----------- -----------
-- (2,366) 122,550
NET INCOME .................................................... 104 (15,967) 227,180
PREFERRED DIVIDEND REQUIREMENT ................................ -- -- 10,643
COSTS OF REACQUISITION OF PREFERRED STOCK ..................... -- -- 18,391
----------- ----------- -----------
INCOME APPLICABLE TO COMMON STOCK ............................. $ 104 $ (15,967) $ 198,146
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE CINCINNATI GAS & ELECTRIC COMPANY
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1996
(in thousands)
The Union Light, The West
The Cincinnati Gas Heat and Lawrenceburg Harrison Gas and Miami
& Electric Company Power Company Gas Company Electric Company Power Corp.
----------------------------------------------------------------------------
ASSETS
<S> <C> <C> <C> <C> <C>
UTILITY PLANT - ORIGINAL COST
In service
Electric ................................................ $4,435,403 $ 195,053 $ -- $ 585 $ 564
Gas ..................................................... 543,023 148,203 14,570 -- --
Common .................................................. 165,970 19,285 -- -- --
---------- ---------- ---------- ---------- ----------
5,144,396 362,541 14,570 585 564
Accumulated depreciation ................................ 1,734,649 122,310 4,026 189 555
---------- ---------- ---------- ---------- ----------
3,409,747 240,231 10,544 396 9
Construction work in progress ........................... 86,802 9,050 132 -- --
---------- ---------- ---------- ---------- ----------
Total utility plant ..................................... 3,496,549 249,281 10,676 396 9
CURRENT ASSETS
Cash and temporary cash investments ..................... 3,692 1,197 153 11 67
Restricted deposits ..................................... 1,171 -- -- -- --
Notes receivable from affiliated companies .............. 63,722 100 -- -- --
Accounts receivable - net ............................... 101,389 12,763 1,843 75 --
Accounts receivable from affiliated companies ........... 16,977 620 -- 4 1
Materials, supplies, and fuel - at average cost
Fuel for use in electric production ..................... 29,865 -- -- -- --
Gas stored for current use .............................. 26,586 6,351 14 -- --
Other materials and supplies ............................ 51,307 716 -- -- --
Prepayments and other ................................... 32,043 370 12 8 --
---------- ---------- ---------- ---------- ----------
447,732 24,717 2,022 98 68
OTHER ASSETS
Regulatory assets
Amounts due from customers - income taxes ............... 344,115 -- -- 11 --
Post-in-service carrying costs and
deferred operating expenses ............................. 141,492 -- -- -- --
Phase-in deferred return and depreciation ............... 95,163 -- -- -- --
Deferred demand-side management costs ................... 33,534 -- -- -- --
Deferred merger costs ................................... 12,296 5,218 195 -- --
Unamortized costs of reacquiring debt ................... 34,675 3,764 -- -- --
Other ................................................... 17,188 2,357 -- -- --
Investment in subsidiaries .............................. 157,479 -- -- -- --
Other ................................................... 51,914 5,146 973 9 --
---------- ---------- ---------- ---------- ----------
887,856 16,485 1,168 20 --
$4,832,137 $ 290,483 $ 13,866 $ 514 $ 77
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE CINCINNATI GAS & ELECTRIC COMPANY
CONSOLIDATING BALANCE SHEET (Continued)
DECEMBER 31, 1996
(in thousands)
Tri-State KO The Cincinnati Gas
Improvement Co. Transmission Co. Eliminations & Electric Company
------------------------------------------------------------------
ASSETS
<S> <C> <C> <C> <C>
UTILITY PLANT - ORIGINAL COST
In service
Electric ..................................................... $ -- $ -- $ -- $ 4,631,605
Gas .......................................................... -- 8,033 -- 713,829
Common ....................................................... -- -- -- 185,255
----------- ----------- ----------- -----------
-- 8,033 -- 5,530,689
Accumulated depreciation ..................................... -- 6,850 -- 1,868,579
----------- ----------- ----------- -----------
-- 1,183 -- 3,662,110
Construction work in progress ................................ -- -- -- 95,984
----------- ----------- ----------- -----------
Total utility plant .......................................... -- 1,183 -- 3,758,094
CURRENT ASSETS
Cash and temporary cash investments .......................... -- -- -- 5,120
Restricted deposits .......................................... -- -- -- 1,171
Notes receivable from affiliated companies ................... -- -- (32,082) 31,740
Accounts receivable - net .................................... 1,790 18 34 117,912
Accounts receivable from affiliated companies ................ 956 -- (16,105) 2,453
Materials, supplies, and fuel - at average cost
Fuel for use in electric production .......................... -- -- -- 29,865
Gas stored for current use ................................... -- -- -- 32,951
Other materials and supplies ................................. -- -- -- 52,023
Property taxes applicable to subsequent year ................. -- -- -- 123,580
Prepayments and other ........................................ -- -- -- 32,433
----------- ----------- ----------- -----------
2,746 18 (48,153) 429,248
OTHER ASSETS
Regulatory assets
Amounts due from customers - income taxes .................... -- -- -- 344,126
Post-in-service carrying costs and
deferred operating expenses .................................. -- -- -- 141,492
Phase-in deferred return and depreciation .................... -- -- -- 95,163
Deferred demand-side management costs ........................ -- -- -- 33,534
Deferred merger costs ........................................ -- -- -- 17,709
Unamortized costs of reacquiring debt ........................ -- -- -- 38,439
Other ........................................................ -- -- -- 19,545
Investment in subsidiaries ................................... -- -- (157,479) --
Other ........................................................ 31,475 469 (78) 89,908
----------- ----------- ----------- -----------
31,475 469 (157,557) 779,916
$ 34,221 $ 1,670 $ (205,710) $ 4,967,258
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE CINCINNATI GAS & ELECTRIC COMPANY
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1996
(dollars in thousands)
The Union Light, The West
The Cincinnati Gas Heat and Lawrenceburg Harrison Gas and Miami Tri-State
& Electric CompaPower Company Gas Company Electric CompanyPower Corp.Improvement Co.
--------------------------------------------------------------------------------------
CAPITALIZATION AND LIABILITIES
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCK EQUITY
Common stock - $8.50 par value; authorized
shares - 120,000,000; outstanding shares
- 89,663,086 $ 762,136 $ - $ - $ - $ - $ -
Common stock of subsidiaries - 8,780 539 20 1 25
Paid-in capital 536,276 18,839 - - - -
Retained earnings 247,403 92,484 5,943 297 (6) 429
-------------- ------------- ------------ -------------- ---------- -----------
Total common stock equity 1,545,815 120,103 6,482 317 (5) 454
CUMULATIVE PREFERRED STOCK
Not subject to mandatory redemption 21,146 - - - - -
LONG-TERM DEBT 1,519,291 44,617 1,200 - - 29,691
-------------- ------------- ------------ -------------- ---------- -----------
Total capitalization 3,086,252 164,720 7,682 317 (5) 30,145
CURRENT LIABILITIES
Long-term debt due within one year 130,000 - - - - -
Notes payable 30,488 - - - - -
Notes payable to affiliated companies 103 30,649 1,433 - - -
Accounts payable 152,534 12,018 998 28 - 301
Accounts payable to affiliated companies 10,585 16,771 315 48 75 -
Accrued taxes 265,810 1,014 315 8 2 710
Accrued interest 29,251 1,284 33 2 - -
Other 26,775 5,248 160 8 - -
-------------- ------------- ------------ -------------- ---------- -----------
645,546 66,984 3,254 94 77 1,011
OTHER LIABILITIES
Deferred income taxes 729,029 33,463 1,513 73 (32) 3,054
Unamortized investment tax credits 118,153 4,797 222 12 1 -
Accrued pension and other postretirement
benefit costs 151,788 12,983 493 14 4 -
Other 101,369 7,536 702 4 32 11
-------------- ------------- ------------ -------------- ---------- -----------
1,100,339 58,779 2,930 103 5 3,065
$ 4,832,137 $ 290,483 $ 13,866 $ 514 $ 77 $ 34,221
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE CINCINNATI GAS & ELECTRIC COMPANY
CONSOLIDATING BALANCE SHEET (Continued)
DECEMBER 31, 1996
(dollars in thousands)
Consolidated
KO The Cincinnati Gas
Transmission Co. Eliminations & Electric Company
-----------------------------------------------
CAPITALIZATION AND LIABILITIES
<S> <C> <C> <C>
COMMON STOCK EQUITY
Common stock - $8.50 par value; authorized shares -
120,000,000; outstanding shares - 89,663,086 ......................... $ -- $ -- $ 762,136
Common stock of subsidiaries ......................................... -- (9,365) --
Paid-in capital ...................................................... 515 (19,354) 536,276
Retained earnings .................................................... 29 (99,176) 247,403
----------- ----------- -----------
Total common stock equity ............................................ 544 (127,895) 1,545,815
CUMULATIVE PREFERRED STOCK
Not subject to mandatory redemption .................................. -- -- 21,146
LONG-TERM DEBT ....................................................... -- (29,691) 1,565,108
----------- ----------- -----------
Total capitalization ................................................. 544 (157,586) 3,132,069
CURRENT LIABILITIES
Long-term debt due within one year ................................... -- -- 130,000
Notes payable ........................................................ -- -- 30,488
Notes payable to affiliated companies ................................ -- (32,082) 103
Accounts payable ..................................................... 53 132 166,064
Accounts payable to affiliated companies ............................. 1,038 (16,106) 12,726
Accrued taxes ........................................................ 50 (68) 267,841
Accrued interest ..................................................... -- -- 30,570
Other ................................................................ -- -- 32,191
----------- ----------- -----------
1,141 (48,124) 669,983
OTHER LIABILITIES
Deferred income taxes ................................................ (15) -- 767,085
Unamortized investment tax credits ................................... -- -- 123,185
Accrued pension and other postretirement
benefit costs ........................................................ -- -- 165,282
Other ................................................................ -- -- 109,654
----------- ----------- -----------
(15) -- 1,165,206
$ 1,670 $ (205,710) $ 4,967,258
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE CINCINNATI GAS & ELECTRIC COMPANY
CONSOLIDATING STATEMENT OF CHANGES IN COMMON STOCK EQUITY
(in thousands)
The Union The West
The Cincinnati Light, Heat Harrison Gas Tri-State
Gas & Electric and Power Lawrenceburg and Electric Miami Improvement
Company Company Gas Company Company Power Corp. Co.
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1995 ......... $ 1,528,463 $ 110,482 $ 5,645 $ 291 $ 16 $ 79
Paid-in capital ...................... (32) -- -- -- -- --
Capital contribution from
parent company ....................... 197,207 -- -- -- -- --
Retained earnings
Net income ........................... 227,180 14,596 837 46 9 375
Dividends on preferred stock ......... (10,643) -- -- -- -- --
Dividends on common stock ............ (377,969) (4,975) -- (20) (30) --
Costs of reacquisition of
preferred stock ...................... (18,391) -- -- -- -- --
Other ................................ -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- -----------
BALANCE AT DECEMBER 31, 1996 ......... $ 1,545,815 $ 120,103 $ 6,482 $ 317 $ (5) $ 454
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE CINCINNATI GAS & ELECTRIC COMPANY
CONSOLIDATING STATEMENT OF CHANGES IN COMMON STOCK EQUITY (Continued)
(in thousands)
Consolidated
KO The Cincinnati
Transmission Gas & Electric
Co. Eliminations Company
--------------------------------------------------------------
<S> <C> <C> <C>
BALANCE AT DECEMBER 31, 1995 ............................ $ -- $ (116,513) $ 1,528,463
Paid-in capital ......................................... -- -- (32)
Capital contribution from
parent company .......................................... 515 (515) 197,207
Retained earnings
Net income .............................................. 104 (15,967) 227,180
Dividends on preferred stock ............................ -- -- (10,643)
Dividends on common stock ............................... (75) 5,100 (377,969)
Costs of reacquisition of
preferred stock ......................................... -- -- (18,391)
Other ................................................... -- -- --
----------- ----------- -----------
BALANCE AT DECEMBER 31, 1996 ............................ $ 544 $ (127,895) $ 1,545,815
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE CINCINNATI GAS & ELECTRIC COMPANY
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1996
(in thousands)
The Union The West
The Cincinnati Light, Heat Harrison Gas
Gas & Electric and Power Lawrenceburg and Electric Miami
Company Company Gas Company Company Power Corp.
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Operating Activities
Net income .............................................. $ 227,180 $ 14,596 $ 837 $ 46 $ 9
Items providing (using) cash currently:
Depreciation ............................................ 148,501 11,909 417 19 1
Deferred income taxes and investment tax
credits - net ........................................... 7,967 9,857 591 4 --
Allowance for equity funds used during
construction ............................................ (1,233) 8 -- -- --
Regulatory assets - net ................................. 36,342 (1,500) (81) -- --
Changes in current assets and current
liabilities
Restricted deposits ..................................... (27) -- -- -- --
Accounts and notes receivable, net of
reserves on receivables sold ............................ 128,541 20,758 (385) (4) 2
Materials, supplies, and fuel ........................... 3,776 (1,339) -- -- --
Accounts payable ........................................ 24,403 (4,690) (1,349) (17) 60
Accrued taxes and interest .............................. 17,472 (1,244) 388 6 (2)
Other items - net ....................................... 36,582 (6,804) (1,334) (16) (1)
--------- --------- --------- --------- ---------
Net cash provided by (used in)
operating activities .................................... 629,504 41,551 (916) 38 69
Financing Activities
Issuance of long-term debt .............................. -- -- -- -- --
Retirement of preferred stock of subsidiaries ........... -- -- -- -- --
Redemption of long-term debt ............................ (136,500) (26,083) -- -- --
Change in short-term debt ............................... 30,591 7,606 1,433 -- --
Dividends on preferred stock ............................ (10,643) -- -- -- --
Dividends on common stock ............................... (377,969) (4,975) -- (20) (30)
Borrowing and repayment to finance acquisition .......... -- -- -- -- --
Capital donation from parent company .................... -- -- -- -- --
--------- --------- --------- --------- ---------
Net cash provided by (used in)
financing activities .................................... (494,521) (23,452) 1,433 (20) (30)
Investing Activities
Construction expenditures (less allowance
for equity funds used during construction) .............. (121,316) (18,652) (680) (32) --
Deferred demand-side management costs - net ............. (14,376) -- -- -- --
--------- --------- --------- --------- ---------
Net cash used in investing activities ................... (135,692) (18,652) (680) (32) --
Net increase (decrease) in cash and
temporary cash investments .............................. (709) (553) (163) (14) 39
Cash and temporary cash investments at
beginning of period ..................................... 4,401 1,750 316 25 28
--------- --------- --------- --------- ---------
Cash and temporary cash investments at
end of period ........................................... $ 3,692 $ 1,197 $ 153 $ 11 $ 67
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE CINCINNATI GAS & ELECTRIC COMPANY
CONSOLIDATING STATEMENT OF CASH FLOWS (Continued)
FOR THE YEAR ENDED DECEMBER 31, 1996
(in thousands)
Consolidated
The Cincinnati
Tri-State KO Gas & Electric
Improvement Co Transmission Co Eliminations Company
------------------------------------------------------------
<S> <C> <C> <C> <C>
Operating Activities
Net income ......................................................... $ 375 $ 104 ($ 15,967) $ 227,180
Items providing (using) cash currently:
Depreciation ....................................................... -- 104 -- 160,951
Deferred income taxes and investment tax
credits - net ...................................................... 525 (15) -- 18,929
Allowance for equity funds used during
construction ....................................................... -- -- -- (1,225)
Regulatory assets - net ............................................ -- -- -- 34,761
Changes in current assets and current
liabilities
Restricted deposits ................................................ -- -- -- (27)
Accounts and notes receivable, net of
reserves on receivables sold ....................................... 1,292) (18) 8,580 156,182
Materials, supplies, and fuel ...................................... -- -- -- 2,437
Accounts payable ................................................... (467) -- 1,647 19,587
Accrued taxes and interest ......................................... 321 -- (18) 16,923
Other items - net .................................................. 2,967 29 8,420 39,843
--------- --------- --------- ---------
Net cash provided by (used in)
operating activities ............................................... 2,429 204 2,662 675,541
Financing Activities
Issuance of long-term debt ......................................... -- -- -- --
Retirement of preferred stock of subsidiaries ...................... -- -- -- --
Redemption of long-term debt ....................................... -- -- -- (162,583)
Change in short-term debt .......................................... -- -- (9,039) 30,591
Dividends on preferred stock ....................................... -- -- -- (10,643)
Dividends on common stock .......................................... -- (75) 5,100 (377,969)
Borrowing and repayment to finance acquisition - ................... 651 (651) --
Capital donation from parent company ............................... -- 515 (515) --
--------- --------- --------- ---------
Net cash provided by (used in)
financing activities ............................................... -- 1,091 (5,105) (520,604)
Investing Activities
Construction expenditures (less allowance
for equity funds used during construction) ................. (1,295) 2,443 (142,053)
Deferred demand-side management costs - net ........................ -- -- -- (14,376)
--------- --------- --------- ---------
Net cash used in investing activities ....................... (1,295) 2,443 (156,429)
Net increase (decrease) in cash and
temporary cash investments ......................................... (92) -- -- (1,492)
Cash and temporary cash investments at
beginning of period ................................................ 92 -- -- 6,612
--------- --------- --------- ---------
Cash and temporary cash investments at
end of period ...................................................... $ -- $ -- $ -- $ 5,120
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PSI ENERGY, INC.
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1996
(in thousands)
PSI Energy Consolidated
PSI Energy, Inc. Argentina, Inc. Eliminations PSI Energy, Inc.
---------------------------------------------------------------
ASSETS
<S> <C> <C> <C> <C>
ELECTRIC UTILITY PLANT - ORIGINAL COST
In service .................................................... $4,178,181 $ -- $ -- $4,178,181
Accumulated depreciation ...................................... 1,723,279 -- -- 1,723,279
---------- -------- ----------- ----------
2,454,902 -- -- 2,454,902
Construction work in progress ................................. 76,630 -- -- 76,630
---------- -------- ----------- ----------
Total electric utility plant .................................. 2,531,532 -- -- 2,531,532
CURRENT ASSETS
Cash and temporary cash investments ........................... 2,911 -- -- 2,911
Restricted deposits ........................................... 550 -- -- 550
Notes receivable from affiliated companies .................... 3 -- -- 3
Accounts receivable - net ..................................... 74,289 -- -- 74,289
Accounts receivable from affiliated companies ................. 3,975 660 (619) 4,016
Materials, supplies, and fuel - at average cost
Fuel for use in electric production ........................... 41,865 -- -- 41,865
Other materials and supplies .................................. 28,268 -- -- 28,268
Prepayments and other ......................................... 3,151 33 -- 3,184
---------- -------- ----------- ----------
155,012 693 (619) 155,086
OTHER ASSETS
Regulatory assets
Amounts due from customers - income taxes ..................... 33,068 -- -- 33,068
Post-in-service carrying costs and deferred
operating expenses ............................................ 44,904 -- -- 44,904
Coal contract buyout costs .................................... 138,171 -- -- 138,171
Deferred demand-side management costs ......................... 101,208 -- -- 101,208
Deferred merger costs ......................................... 76,290 -- -- 76,290
Unamortized costs of reacquiring debt ......................... 32,079 -- -- 32,079
Other ......................................................... 52,938 -- -- 52,938
Investment in subsidiary ...................................... 10,722 -- (10,722) --
Other ......................................................... 118,962 10,705 -- 129,667
---------- -------- ----------- ----------
608,342 10,705 (10,722) 608,325
$3,294,886 $ 11,398 $ (11,341) $3,294,943
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PSI ENERGY, INC.
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1996
(dollars in thousands)
Consolidated
PSI Energy PSI Energy,
PSI Energy, Inc. Argentina, Inc. Eliminations Inc.
-----------------------------------------------------------
CAPITALIZATION AND LIABILITIES
<S> <C> <C> <C> <C>
COMMON STOCK EQUITY
Common stock - $.01 stated value; authorized shares -
60,000,000; outstanding shares - 53,913,701 ....................... $ 539 $ -- $ -- $ 539
Paid-in capital ................................................... 402,947 10,705 (10,705) 402,947
Retained earnings (deficit) ....................................... 626,089 541 (541) 626,089
---------- -------- ----------- ----------
Total common stock equity ......................................... 1,029,575 11,246 (11,246) 1,029,575
CUMULATIVE PREFERRED STOCK
Not subject to mandatory redemption ............................... 173,086 -- -- 173,086
LONG-TERM DEBT .................................................... 969,870 -- -- 969,870
---------- -------- ----------- ----------
Total capitalization .............................................. 2,172,531 11,246 (11,246) 2,172,531
CURRENT LIABILITIES
Long-term debt due within one year ................................ 10,000 -- -- 10,000
Notes payable ..................................................... 147,129 -- -- 147,129
Notes payable to affiliated companies ............................. 13,186 -- -- 13,186
Accounts payable .................................................. 114,330 -- -- 114,330
Accounts payable to affiliated companies .......................... 12,850 -- -- 12,850
Accrued taxes ..................................................... 73,149 152 (95) 73,206
Accrued interest .................................................. 24,045 -- -- 24,045
Other ............................................................. 17,107 -- -- 17,107
---------- -------- ----------- ----------
411,796 152 (95) 411,853
OTHER LIABILITIES
Deferred income taxes ............................................. 372,997 -- -- 372,997
Unamortized investment tax credits ................................ 52,750 -- -- 52,750
Accrued pension and other postretirement benefit costs ............ 98,037 -- -- 98,037
Other ............................................................. 186,775 -- -- 186,775
---------- -------- ----------- ----------
710,559 -- -- 710,559
$3,294,886 $ 11,398 $ (11,341) $3,294,943
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit F-5
PSI ENERGY, INC.
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1996
(in thousands)
Consolidated
PSI Energy PSI
PSI Energy, Inc. Argentina, Inc. Eliminations Energy, Inc.
---------------------------------------------------------------------
<S> <C> <C> <C> <C>
OPERATING REVENUES
Electric
Non-affiliated companies ............................. $ 1,309,878 $-- $ -- $ 1,309,878
Affiliated companies ................................. 22,084 -- -- 22,084
----------- ----- ----------- -----------
1,331,962 -- -- 1,331,962
OPERATING EXPENSES
Fuel used in electric production ..................... 364,053 -- -- 364,053
Purchased and exchanged power
Non-affiliated companies ............................. 112,505 -- -- 112,505
Affiliated companies ................................. 43,343 -- -- 43,343
Other operation ...................................... 268,478 -- -- 268,478
Maintenance .......................................... 97,703 -- -- 97,703
Depreciation ......................................... 121,812 -- -- 121,812
Post-in-service deferred operating
expenses - net ....................................... (4,799) -- -- (4,799)
Income taxes ......................................... 73,194 -- -- 73,194
Taxes other than income taxes ........................ 49,911 -- -- 49,911
----------- ----- ----------- -----------
1,126,200 -- -- 1,126,200
OPERATING INCOME ..................................... 205,762 -- -- 205,762
OTHER INCOME AND EXPENSES - NET
Allowance for equity funds used
during construction .................................. -- -- -- --
Post-in-service carrying costs ....................... 1,223 -- -- 1,223
Equity in earnings of subsidiary ..................... 17 -- (17) --
Income taxes ......................................... (3,986) (106) 95 (3,997)
Other - net .......................................... 1,849 648 (619) 1,878
----------- ----- ----------- -----------
(897) 542 (541) (896)
INCOME BEFORE INTEREST AND
OTHER CHARGES ........................................ 204,865 542 (541) 204,866
INTEREST AND OTHER CHARGES
Interest on long-term debt ........................... 67,001 -- -- 67,001
Other interest ....................................... 14,510 1 -- 14,511
Allowance for borrowed funds used
during construction .................................. (2,324) -- -- (2,324)
----------- ----- ----------- -----------
79,187 1 -- 79,188
NET INCOME ........................................... 125,678 541 (541) 125,678
PREFERRED DIVIDEND REQUIREMENT ....................... 12,537 -- -- 12,537
----------- ----- ----------- -----------
INCOME APPLICABLE TO COMMON STOCK .................... $ 113,141 $ 541 $ (541) $ 113,141
<FN>
1/ PSI Energy, Inc. is the parent company of South Construction Co., which did not have any activity for 1996.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PSI ENERGY, INC.
CONSOLIDATING STATEMENT OF CHANGES IN COMMON STOCK EQUITY
(in thousands)
PSI Consolidated
PSI Energy PSI
Energy, Inc. Argentina, Inc. Eliminations Energy, Inc.
----------------------------------------------------------------------
<S> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1995 ....................... $ 1,029,067 $10,705 $(10,705) $ 1,029,067
Paid in capital .................................... (306) -- -- (306)
Retained earnings
Net income ......................................... 125,678 541 (541) 125,678
Dividends on preferred stock ....................... (12,629) -- -- (12,629)
Dividends on common stock .......................... (112,076) -- -- (112,076)
Other .............................................. (159) -- -- (159)
----------- ------- -------- -----------
BALANCE AT DECEMBER 31, 1996 ....................... $ 1,029,575 $11,246 $(11,246) $ 1,029,575
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit F-5
PSI ENERGY, INC.
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1996
(in thousands)
Consolidated
PSI Energy PSI
PSI Energy, Inc. Argentina, Inc. Eliminations Energy, Inc. 1/
------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operating Activities
Net income ...................................................... $ 125,678 $ 541 ($541) $ 125,678
Items providing (using) cash currently:
Depreciation .................................................... 121,812 -- -- 121,812
Deferred income taxes and investment tax
credits - net ................................................... 29,925 -- -- 29,925
Allowance for equity funds used during
construction .................................................... -- -- -- --
Regulatory assets - net ......................................... (34,481) -- -- (34,481)
Changes in current assets and current
liabilities
Restricted deposits ............................................. (336) -- -- (336)
Accounts receivable - net ....................................... 2,763 (660) 619 2,722
Materials, supplies, and fuel ................................... 41,343 -- -- 41,343
Accounts payable ................................................ 10,363 -- -- 10,363
Litigation settlement ........................................... (80,000) (80,000)
Accrued taxes and interest ...................................... 6,647 152 (95) 6,704
Other items - net ............................................... 3,829 (33) 17 3,813
--------- -------- ----- ---------
Net cash provided by operating activities ....................... 227,543 -- -- 227,543
Financing Activities
Issuance of common stock ........................................ -- -- -- --
Issuance of long-term debt ...................................... 174,817 -- -- 174,817
Funds on deposit from issuance of long-term debt ................ 973 -- -- 973
Retirement of preferred stock ................................... (15,116) -- -- (15,116)
Redemption of long-term debt .................................... (74,600) -- -- (74,600)
Change in short-term debt ....................................... (38,216) -- -- (38,216)
Dividends on preferred stock .................................... (12,629) -- -- (12,629)
Dividends on common stock ....................................... (112,076) -- -- (112,076)
Capital contribution from parent company ........................ -- -- -- --
--------- -------- ----- ---------
Net cash used in financing activities ........................... (76,847) -- -- (76,847)
Investing Activities
Construction expenditures (less allowance
for equity funds used during construction) ...................... (172,341) -- -- (172,341)
Deferred demand-side management costs - net ..................... 9,034 -- -- 9,034
Equity investment in Argentine utility .......................... -- -- -- --
--------- -------- ----- ---------
Net cash used in investing activities ........................... (163,307) -- -- (163,307)
Net decrease in cash and temporary
cash investments ................................................ (12,611) -- -- (12,611)
Cash and temporary cash investments at
beginning of period ............................................. 15,522 -- -- 15,522
--------- -------- ----- ---------
Cash and temporary cash investments at
end of period ................................................... $ 2,911 $ -- $-- $ 2,911
<FN>
1/ PSI Energy, Inc. is the parent company of South Construction Co., which did not have any activity for 1996.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY INVESTMENTS, INC.
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1996
(in thousands)
Cinergy
Cinergy Power Capital PSI PSI Enertech
Investments Equipment & Trading Recycling, Argentina, Associates,
Inc. Supply Co. Inc. Inc. Inc. 1/ Inc.
------------------------------------------------------------------------------
ASSETS
<S> <C> <C> <C> <C> <C> <C>
CURRENT ASSETS
Cash and temporary cash investments .............. $ 124 $ -- $ -- $ -- $ -- $ 13
Accounts receivable - net ........................ -- (84) 20 52 122 108
Accounts receivable from affiliated
companies ........................................ 45,546 4,593 -- 1,585 18,241 --
Materials and supplies ........................... -- 1 -- -- -- --
Prepayments and other ............................ -- -- 338 -- 94 --
-------- ------- ------- -------- -------- ----
45,670 4,510 358 1,637 18,457 121
OTHER ASSETS
Investment in unconsolidated subsidiary .......... -- -- -- -- -- --
Investment in consolidated subsidiaries .......... 533,985 -- -- -- -- --
Other ............................................ 1,135 -- -- (2) (39) 38
-------- ------- ------- -------- -------- ----
535,120 -- -- (2) (39) 38
$580,790 $ 4,510 $ 358 $ 1,635 $ 18,418 $159
</TABLE>
<TABLE>
<CAPTION>
CAPITALIZATION AND LIABILITIES
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCK EQUITY
Common stock of subsidiaries .................... $ -- $ -- $ -- $ -- $ -- $ 50
Paid-in capital ................................. 515,473 4,563 985 1,434 9,587 --
Retained earnings (deficit) ..................... 15,715 115 (1,512) 90 7,756 (14,511)
Cumulative foreign currency translation
adjustment ...................................... (131) -- -- -- -- --
--------- ------- ------- -------- -------- --------
Total common stock equity ....................... 531,057 4,678 (527) 1,524 17,343 (14,461)
LONG-TERM DEBT .................................. -- -- -- -- -- --
--------- ------- ------- -------- -------- --------
Total capitalization ............................ 531,057 4,678 (527) 1,524 17,343 (14,461)
CURRENT LIABILITIES
Notes payable ................................... -- -- -- -- -- --
Accounts payable ................................ 1,813 351 -- 25 66 1,299
Accounts payable to affiliated
companies ....................................... 49,315 -- 845 -- -- 16,203
Accrued taxes ................................... (1,336) 1,172 63 (15) 699 1,810
Other ........................................... -- -- -- -- -- --
--------- ------- ------- -------- -------- --------
49,792 1,523 908 10 765 19,312
OTHER LIABILITIES
Deferred income taxes ........................... (60) (1,689) (25) 101 134 (5,054)
Other ........................................... 1 (2) 2 -- 176 362
--------- ------- ------- -------- -------- --------
(59) (1,691) (23) 101 310 (4,692)
$ 580,790 $ 4,510 $ 358 $ 1,635 $ 18,418 $ 159
<FN>
1/ PSI Argentina, Inc. is the parent company of Costanera Power Corp., which did not have any activity for 1996.
2/ PSI T&D International, Inc. is the parent company of PSI Yacyreta, Inc., neither of which had any activity for 1996.
Cinergy Communications, Inc., PSI International, Inc., PSI Power Resource Development, Inc., PSI Power Resource Operations,
Inc., and PSI Sunnyside, Inc. were all inactive during 1996.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY INVESTMENTS, INC.
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1996
(in thousands)
Consolidated
Cinergy Cinergy Cinergy Cinergy
Resources, CGE Technology, Cooling Cinergy Investments,
Inc. ECK, Inc. Inc. Corp. UK, Inc. Eliminations Inc. 2/
--------------------------------------------------------------------------------
ASSETS
<S> <C> <C> <C> <C> <C> <C> <C>
CURRENT ASSETS
Cash and temporary cash investments .............. $ 545 $ -- $ -- $ -- $ -- $ -- $ 682
Accounts receivable - net ........................ 6,361 -- -- -- -- -- 6,579
Accounts receivable from affiliated
companies ........................................ -- -- -- -- -- (50,960) 19,005
Materials and supplies ........................... -- -- -- -- -- -- 1
Prepayments and other ............................ -- -- -- -- -- -- 432
------ ------ ------ -------- --------- --------- --------
6,906 -- -- -- -- (50,960) 26,699
OTHER ASSETS
Investment in unconsolidated subsidiary .......... -- -- -- -- 592,660 -- 592,660
Investment in consolidated subsidiaries .......... -- -- -- -- -- (533,985) --
Other ............................................ 123 -- 1,107 4,605 424 -- 7,391
------ ------ ------ -------- --------- --------- --------
123 -- 1,107 4,605 593,084 (533,985) 600,051
$7,029 $ -- $1,107 $ 4,605 $ 593,084 $(584,945) $626,750
</TABLE>
<TABLE>
<CAPTION>
CAPITALIZATION AND LIABILITIES
<S> <C> <C> <C> <C> <C> <C> <C>
COMMON STOCK EQUITY
Common stock of subsidiaries ......................... $ -- $ -- $ -- $ -- $ -- $ (50) $ --
Paid-in capital ...................................... -- -- -- -- 475,461 (492,030) 515,473
Retained earnings (deficit) .......................... (1,203) (500) (448) (796) 26,430 (15,421) 15,715
Cumulative foreign currency translation
adjustment ........................................... -- -- -- -- (131) 131 (131)
------- ------- ------- --------- --------- --------- ---------
Total common stock equity ............................ (1,203) (500) (448) (796) 501,760 (507,370) 531,057
LONG-TERM DEBT ....................................... -- -- -- -- -- -- --
------- ------- ------- --------- --------- --------- ---------
Total capitalization ................................. (1,203) (500) (448) (796) 501,760 (507,370) 531,057
CURRENT LIABILITIES
Notes payable ........................................ -- -- -- -- 27,000 -- 27,000
Accounts payable ..................................... 6,905 -- -- -- -- -- 10,459
Accounts payable to affiliated
companies ............................................ 1,707 711 1,649 5,426 1,719 (77,575) --
Accrued taxes ........................................ (365) (211) (94) (25) (2,680) -- (982)
Other ................................................ -- -- -- -- 65,355 -- 65,355
------- ------- ------- --------- --------- --------- ---------
8,247 500 1,555 5,401 91,394 (77,575) 101,832
OTHER LIABILITIES
Deferred income taxes ................................ (15) -- -- -- (70) -- (6,678)
Other ................................................ -- -- -- -- -- -- 539
------- ------- ------- --------- --------- --------- ---------
(15) -- -- -- (70) -- (6,139)
$ 7,029 $ -- $ 1,107 $ 4,605 $ 593,084 $(584,945) $ 626,750
<FN>
1/ PSI Argentina, Inc. is the parent company of Costanera Power Corp., which did not have any activity for 1996.
2/ PSI T&D International, Inc. is the parent company of PSI Yacyreta, Inc., neither of which had any activity for 1996.
Cinergy Communications, Inc., PSI International, Inc., PSI Power Resource Development, Inc., PSI Power Resource Operations,
Inc., and PSI Sunnyside, Inc. were all inactive during 1996.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY INVESTMENTS, INC.
CONSOLIDATING STATEMENT OF INCOME (LOSS)
FOR THE YEAR ENDED DECEMBER 31, 1996
(in thousands)
Cinergy
Cinergy Power Capital PSI PSI
Investments Equipment & Trading Recycling, Argentina, Enertech
Inc. Supply Co. Inc. Inc. Inc. 1/ Associates,Inc.
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
OTHER INCOME AND EXPENSES - NET
Equity in earnings of unconsolidated
subsidiary .......................................... $ -- $-- $-- $-- $-- $ --
Equity in earnings of consolidated
subsidiaries ........................................ 18,445 -- -- -- -- --
Income taxes ........................................ 421 (11) 23 210 (286) 3,422
Other - net ......................................... 181 23 (28) (556) 819 (8,834)
------- ---- ---- ----- ----- -------
INCOME (LOSS) BEFORE INTEREST ....................... 19,047 12 (5) (346) 533 (5,412)
INTEREST
Other interest ...................................... 1,382 -- 37 -- 1 944
------- ---- ---- ----- ----- -------
1,382 -- 37 -- 1 944
NET INCOME (LOSS) ................................... $17,665 $ 12 $(42) $(346) $ 532 $(6,356)
<FN>
1/ PSI Argentina, Inc. is the parent company of Costanera Power Corp., which did not have any activity in 1996.
2/ PSI T&D International, Inc. is the parent company of PSI Yacyreta, Inc., neither of which had any activity for 1996.
Cinergy Communications, Inc., PSI International, Inc., PSI Power Resource
Development, Inc., PSI Power Resource Operations, Inc., and PSI Sunnyside,
Inc. were all inactive during 1996.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY INVESTMENTS, INC.
CONSOLIDATING STATEMENT OF INCOME (LOSS)
FOR THE YEAR ENDED DECEMBER 31, 1996
(Continued)
(in thousands)
Consolidated
Cinergy Cinergy Cinergy Cinergy
Resources, CGE Technology, Cooling Cinergy Investments,
Inc. ECK, Inc. Inc. Corp. UK, Inc. Eliminations Inc. 2/
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
OTHER INCOME AND EXPENSES - NET
Equity in earnings of unconsolidated
subsidiary ......................................... $-- $-- $-- $ -- $ 25,430 $ -- $ 25,430
Equity in earnings of consolidated
subsidiaries ....................................... -- -- -- -- -- (18,445) --
Income taxes ....................................... 277 14 241 426 2,800 -- 7,537
Other - net ........................................ (660) -- (641) (1,154) (826) (2,318) (13,994)
----- ---- ----- ------- -------- -------- --------
INCOME (LOSS) BEFORE INTEREST ...................... (383) 14 (400) (728) 27,404 (20,763) 18,973
INTEREST
Other interest ..................................... 133 39 48 68 974 (2,318) 1,308
----- ---- ----- ------- -------- -------- --------
133 39 48 68 974 (2,318) 1,308
NET INCOME (LOSS) .................................. $(516) $(25) $(448) $ (796) $ 26,430 $(18,445) $ 17,665
<FN>
1/ PSI Argentina, Inc. is the parent company of Costanera Power Corp., which did not have any activity in 1996.
2/ PSI T&D International, Inc. is the parent company of PSI Yacyreta, Inc., neither of which had any activity for 1996.
Cinergy Communications, Inc., PSI International, Inc., PSI Power Resource
Development, Inc., PSI Power Resource Operations, Inc., and PSI Sunnyside,
Inc. were all inactive during 1996.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY INVESTMENTS
CONSOLIDATING STATEMENT OF CHANGES IN COMMON STOCK EQUITY
(in thousands)
Cinergy
Cinergy Power Capital PSI PSI Enertech
Investments, Equipment & Trading Recycling, Argentina, Associates,
Inc. Supply Co. Inc. Inc. Inc. 1/ Inc.
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1995 ............... $ 11,447 $4,666 $(485) $ 1,870 $16,811 $ (8,105)
Paid-in capital ............................ (11,021) -- -- -- -- --
Contribution from parent
company .................................... 502,076 -- -- -- -- --
Retained earnings (deficit)
Net income (loss) .......................... 17,665 12 (42) (346) 532 (6,356)
Other ...................................... 11,021 -- -- -- -- --
Foreign currency translation
adjustment ................................. (131) -- -- -- -- --
--------- ------ ----- ------- ------- --------
BALANCE AT DECEMBER 31, 1996 ............... $ 531,057 $4,678 $(527) $ 1,524 $17,343 $(14,461)
<FN>
1/ PSI Argentina, Inc. is the parent company of Costanera Power Corp., which did not have any activity for 1996.
2/ PSI T&D International, Inc. is the parent company of PSI Yacyreta, Inc., neither of which had any activity for 1996.
Cinergy Communications, Inc., PSI International, Inc., PSI Power Resource
Development, Inc., PSI Power Resource Operations, Inc., and PSI Sunnyside,
Inc. were all inactive during 1996.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY INVESTMENTS
CONSOLIDATING STATEMENT OF CHANGES IN COMMON STOCK EQUITY
(continued)
(in thousands)
Consolidated
Cinergy Cinergy Cinergy Cinergy
Resources, CGE Technology, Cooling Cinergy Investments,
Inc. ECK, Inc. Inc. Corp. UK, Inc. Eliminations Inc. 2/
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1995 ............ $ (687) $(475) $-- $-- $ -- $ (13,595) $ 11,447
Paid-in capital ......................... -- -- -- -- -- -- (11,021)
Contribution from parent
company ................................. -- -- -- -- 475,461 (475,461) 502,076
Retained earnings (deficit)
Net income (loss) ....................... (516) (25) (448) (796) 26,430 (18,445) 17,665
Other ................................... -- -- -- -- -- -- 11,021
Foreign currency translation
adjustment .............................. -- -- -- -- (131) 131 (131)
------- ----- ----- ----- --------- --------- ---------
BALANCE AT DECEMBER 31, 1996 ............ $(1,203) $(500) $(448) $(796) $ 501,760 $(507,370) $ 531,057
<FN>
1/ PSI Argentina, Inc. is the parent company of Costanera Power Corp., which did not have any activity for 1996.
2/ PSI T&D International, Inc. is the parent company of PSI Yacyreta, Inc., neither of which had any activity for 1996.
Cinergy Communications, Inc., PSI International, Inc., PSI Power Resource
Development, Inc., PSI Power Resource Operations, Inc., and PSI Sunnyside,
Inc. were all inactive during 1996.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY INVESTMENTS, INC.
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1996
(in thousands)
Cinergy
Cinergy Power Capital PSI PSI Enertech
Investments, Equipment & Trading, Recycling, Argentina, Associates,
Inc. Supply Co. Inc. Inc. Inc. 1/ Inc.
-----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Operating Activities
Net income (loss) ...................................... $ 17,665 $ 12 $(42) $(346) $ 532 $ (6,356)
Items providing (using) cash currently:
Deferred income taxes and investment tax
credits - net .......................................... -- 14 -- (73) -- (952)
Changes in current assets and current
liabilities
Restricted deposits .................................... -- -- -- -- -- --
Accounts receivable - net .............................. (45,502) (1,142) 7 (710) (1,136) 187
Materials, supplies, and fuel .......................... -- (1) -- 226 -- --
Accounts payable ....................................... 49,014 (76) 72 (66) (124) 4,149
Accrued taxes and interest ............................. (1,480) 1,193 (9) (8) 642 906
Other items - net ...................................... (18,300) -- (28) 977 86 (8,594)
--------- ------- ---- ----- ------- --------
Net cash provided by (used in)
operating activities ................................... 1,397 -- -- -- -- (10,660)
Financing Activities
Change in short-term debt .............................. -- -- -- -- -- --
Capital contribution from parent company ............... 502,076 -- -- -- -- --
--------- ------- ---- ----- ------- --------
Net cash provided by financing activities .............. 502,076 -- -- -- -- --
Investing Activities
Construction expenditures .............................. -- -- -- -- -- --
Investment in Avon Energy Holdings ..................... (503,349) -- -- -- -- --
--------- ------- ---- ----- ------- --------
Net cash used in investing activities .................. (503,349) -- -- -- -- --
Net increase (decrease) in cash and
temporary cash investments ............................. 124 -- -- -- -- (10,660)
Cash and temporary cash investments at
beginning of period .................................... -- -- -- -- -- 10,673
--------- ------- ---- ----- ------- --------
Cash and temporary cash investments at
end of period .......................................... $ 124 $ -- $-- $-- $ -- $ 13
<FN>
1/ PSI Argentina, Inc. is the parent company of Costanera Power Corp., which did not have any activity for 1996.
2/ PSI T&D International, Inc. is the parent company of PSI Yacyreta, Inc., neither of which had any activity for 1996.
Cinergy Communications, Inc., PSI International, Inc., PSI Power Resource Development, Inc., PSI Power Resource Operations,
Inc., and PSI Sunnyside, Inc. were all inactive during 1996.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
(continued)
CINERGY INVESTMENTS, INC.
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1996
(in thousands)
Consolidated
Cinergy Cinergy Cinergy Cinergy
Resources, CGE Technology Cooling Cinergy Investments,
Inc. ECK, Inc. Inc. Corp. UK, Inc. Eliminations Inc. 2/
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Operating Activities
Net income (loss) .................................. $ (516) $(25) $ (448) $ (796) $ 26,430 $ (18,445) $ 17,665
Items providing (using) cash currently:
Deferred income taxes and investment tax
credits - net ...................................... 10 -- -- -- -- -- (1,001)
Changes in current assets and current
liabilities
Restricted deposits ................................ 5 -- -- -- -- -- 5
Accounts receivable - net .......................... (2,475) -- -- -- -- 50,960 189
Materials, supplies, and fuel ...................... -- -- -- -- -- -- 225
Accounts payable ................................... 2,337 27 1,649 5,426 1,719 (77,575) (13,448)
Accrued taxes and interest ......................... (373) (2) (94) (25) (2,680) -- (1,930)
Other items - net .................................. (96) -- (1,107) (5) (25,854) 18,445 (34,476)
------- ---- ------- ------- --------- --------- ---------
Net cash provided by (used in)
operating activities ............................... (1,108) -- -- 4,600 (385) (26,615) (32,771)
Financing Activities
Change in short-term debt .......................... -- -- -- -- 27,000 -- 27,000
Capital contribution from parent company ........... -- -- -- -- 475,461 (475,461) 502,076
------- ---- ------- ------- --------- --------- ---------
Net cash provided by financing activities .......... -- -- -- -- 502,461 (475,461) 529,076
Investing Activities
Construction expenditures .......................... -- -- -- (4,600) -- -- (4,600)
Investment in Avon Energy Holdings ................. -- -- -- -- (502,076) 502,076 (503,349)
------- ---- ------- ------- --------- --------- ---------
Net cash used in investing activities .............. -- -- -- (4,600) (502,076) 502,076 (507,949)
Net increase (decrease) in cash and
temporary cash investments ......................... (1,108) -- -- -- -- -- (11,644)
Cash and temporary cash investments at
beginning of period ................................ 1,653 -- -- -- -- -- 12,326
------- ---- ------- ------- --------- --------- ---------
Cash and temporary cash investments at
end of period ...................................... $ 545 $-- $ -- $ -- $ -- $ -- $ 682
<FN>
1/ PSI Argentina, Inc. is the parent company of Costanera Power Corp., which did not have any activity for 1996.
2/ PSI T&D International, Inc. is the parent company of PSI Yacyreta, Inc., neither of which had any activity for 1996.
Cinergy Communications, Inc., PSI International, Inc., PSI Power Resource
Development, Inc., PSI Power Resource Operations, Inc., and PSI Sunnyside,
Inc. were all inactive during 1996.
</FN>
</TABLE>
