UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-9C-3
QUARTERLY REPORT PURSUANT TO RULE 58
September 30, 1998
CINERGY CORP.
139 EAST FOURTH STREET
CINCINNATI, OHIO 45202
*Inquiries concerning this Form U-9C-3 should be directed to:
Teresa A. Zauss
Cinergy Corp.
1000 East Main Street
Plainfield, Indiana 46168
(317) 838-1115
<PAGE>
TABLE OF CONTENTS
Item Page
Number Number
1 Organization Chart . . . . . . . . . . . . . . . . . . . . . 1
2 Issuances and Renewals of Securities and Capital
Contributions. . . . . . . . . . . . . . . . . . . . . . . 5
3 Associate Transactions
Part I - Transactions Performed by Reporting Companies on
Behalf of Associate Utility Companies. . . . . . . . . . 6
Part II - Transactions Performed by Associate Utility
Companies on Behalf of Reporting Companies . . . . . . . 7
4 Summary of Aggregate Investment. . . . . . . . . . . . . . . 8
5 Other Investments. . . . . . . . . . . . . . . . . . . . . . 9
6a Financial Statements . . . . . . . . . . . . . . . . . . . . 10
6b Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . 11
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<TABLE>
<CAPTION>
ITEM 1. ORGANIZATION CHART
<S> <C> <C> <C>
Energy or
Gas-Related Date of State of
Name of Reporting Company Company Organization Organization
(Indentation indicates subsidiary relationship)
Cinergy Corp. (Cinergy)
Cinergy Investments, Inc. (Investments)
Cinergy Supply Network, Inc. (Supply) (1) Energy-Related 01/14/1998 Delaware
Reliant Services, LLC (Reliant)* (2) Energy-Related 06/25/1998 Indiana
Cinergy Capital & Trading, Inc. (Capital & Trading) (3) Energy-Related 10/08/1992 Indiana
CinCap IV, LLC (CinCap IV) (4) Energy-Related 12/03/1997 Delaware
CinCap V, LLC (CinCap V)* (New) (5) Energy-Related 07/21/1998 Delaware
Producers Energy Marketing, LLC Energy-Related 10/27/1995 Delaware
(ProEnergy) (6)
CinPower I, LLC (CinPower) (7) Energy-Related 06/12/1998 Delaware
Cinergy Resources, Inc. (Cinergy Resources) (8) Energy-Related 01/10/1994 Delaware
Cinergy Engineering, Inc. (Engineering) (9) Energy-Related 03/28/1997 Ohio
Enertech Associates, Inc. (Enertech)* (10) Energy-Related 10/26/1992 Ohio
Cinergy Solutions, Inc. (Solutions)
Cinergy Business Solutions, Inc. Energy-Related 04/06/1998 Delaware
(Business Solutions)* (11)
Trigen-Cinergy Solutions LLC (12) (Trigen-Cinergy) Energy-Related 02/18/1997 Delaware
Trigen-Cinergy Solutions of Illinois L.L.C.* (13) Energy-Related 04/17/1997 Delaware
Trigen-Cinergy Solutions of Cincinnati LLC (14) Energy-Related 08/29/1997 Ohio
Trigen-Cinergy Solutions of Orlando LLC* (15) Energy-Related 06/12/1998 Delaware
</TABLE>
1
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<TABLE>
<CAPTION>
ITEM 1. ORGANIZATION CHART (Continued)
<S> <C> <C>
Percentage of
Voting Nature of
Name of Reporting Company Securities Held Business
(Indentation indicates subsidiary relationship)
Cinergy Corp. (Cinergy)
Cinergy Investments, Inc. (Investments)
Cinergy Supply Network, Inc. (Supply) (1) 100% Utility Materials
Brokering Services
Reliant Services, LLC (Reliant)* (2) 50% Utility Facilities
Location and Construction
Services
Cinergy Capital & Trading, Inc. (Capital & Trading) (3) 100% Marketing and Trading
Energy Commodities
CinCap IV, LLC (CinCap IV) (4) 100% Marketing and Trading
Energy Commodities
CinCap V, LLC (CinCap V)* (New) (5) 100% Marketing and Trading
Energy Commodities
Producers Energy Marketing, LLC 100% Marketing and Trading
(ProEnergy) (6) Energy Commodities
CinPower I, LLC (CinPower) (7) 100% Marketing and Trading
Energy Commodities
Cinergy Resources, Inc. (Cinergy Resources) (8) 100% Marketing and Trading
Energy Commodities
Cinergy Engineering, Inc. (Engineering) (9) 100% Engineering and Other
Technical Services
Enertech Associates, Inc. (Enertech)* (10) 100% Utility Management
Consulting Services
Cinergy Solutions, Inc. (Solutions)
Cinergy Business Solutions, Inc. 100% Asset Management
(Business Solutions)* (11) Services
Trigen-Cinergy Solutions LLC (12) (Trigen-Cinergy) 50% Preliminary
Development of
Qualifying Facilities
Trigen-Cinergy Solutions of Illinois L.L.C.* (13) 49% Qualifying Facilities
Trigen-Cinergy Solutions of Cincinnati LLC (14) 51% Chilled Water
Trigen-Cinergy Solutions of Orlando LLC* (15) 51% Chilled Water
1
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Trigen-Cinergy Solutions of Boca Raton LLC* (New) (16) Energy-Related 09/04/1998 Delaware
Trigen-Cinergy Solutions of St. Paul LLC* (New) (17) Energy-Related 08/13/1998 Delaware
Trigen-Cinergy Solutions of Tuscola LLC* (New) (18) Energy-Related 08/21/1998 Delaware
Cinergy-Cadence, Inc. (Cinergy-Cadence) (19) Energy-Related 12/27/1989 Indiana
Cadence Network LLC (Cadence) (20) Energy-Related 09/03/1997 Delaware
<FN>
* Inactive
</FN>
</TABLE>
2
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<TABLE>
<S> <C>
Trigen-Cinergy Solutions of Boca Raton LLC* (New) (16) 51% Thermal Energy
Trigen-Cinergy Solutions of St. Paul LLC* (New) (17) 49% Qualifying Facilities
Trigen-Cinergy Solutions of Tuscola LLC* (New) (18) 49% Qualifying Facilities
Cinergy-Cadence, Inc. (Cinergy-Cadence) (19) 100% Holds Investments' 33.3%
Ownership Interest
in Cadence
Cadence Network LLC (Cadence) (20) 33.3% Energy Management
Services and
Consulting Services
<FN>
* Inactive
</FN>
</TABLE>
2
ITEM 1. ORGANIZATION CHART (Continued)
(1) Supply brokers transmission, distribution and other utility-related
materials and services.
(2) Reliant was formed to perform underground facilities location and
construction services. Reliant remained inactive during the third quarter
of 1998
(3) Capital & Trading markets and trades energy commodities at wholesale
together with derivative commodity instruments. Capital & Trading also
markets financial restructuring services with respect to existing "above
market" wholesale energy contracts.
(4) CinCap IV was formed to purchase and sell electricity in connection with a
transaction involving the restructuring of an existing wholesale power
purchase agreement among non-affiliates relating to a wood-fired
generating facility in the northeastern United States.
(5) CinCap V was formed in July 1998 to engage in marketing and trading of
energy commodities in connection with a pending transaction involving the
restructuring of certain wholesale power purchase obligations among
non-affiliates. CinCap V did not have any activity during the third
quarter of 1998.
(6) ProEnergy was acquired from Apache Corporation and Oryx Energy Company and
is engaged in the marketing of natural gas.
(7) CinPower was formed to participate in certain aspects (relating to tax
benefits) of the same transaction which CinCap IV was formed.
(8) Cinergy Resources is in the business of retail marketing of natural gas on
a non-regulated basis to residential, industrial and commercial customers,
primarily in the states of Ohio, Kentucky, and Indiana. In connection with
its retail gas marketing business, Cinergy Resources acquires gas supplies
and related transportation capacity to support such sales. Cinergy
Resources also participates in a pilot program in Pennsylvania under which
electric customers throughout the state will have the right to choose
their electric supplier. Cinergy Resources began delivering power to
Pennsylvania customers in December 1997.
(9) Engineering is in the business of marketing various utility-related
engineering services.
(10) See Note 10 of the "Notes to Financial Statements" in "Part I Financial
Information" in Cinergy's 1998 Form 10-Q for the quarter ended September
30 and Note 12d of Cinergy's 1997 Form 10-K for a discussion of certain
litigation involving Enertech.
(11) Business Solutions was formed to market energy related asset management
services to commercial and industrial customers. Business Solutions
remained inactive during the third quarter of 1998.
<PAGE>
(12) Trigen-Cinergy is in the business of engaging in preliminary
development of qualifying facilities and/or thermal energy facilities;
specific projects are developed and held by special-purpose affiliates
(like Trigen-Cinergy Solutions of Cincinnati, LLC).
<PAGE>
ITEM 1. ORGANIZATION CHART (Continued)
(13) Trigen-Cinergy Solutions of Illinois L.L.C. has a contract with a customer
to provide energy services, including cogeneration, steam, and compressed
air, at the customer's manufacturing facility in Illinois.
(14) Trigen-Cinergy Solutions of Cincinnati LLC owns and operates a district
cooling business in downtown Cincinnati, Ohio.
(15) Trigen-Cinergy Solutions of Orlando LLC was formed to develop, construct,
operate, and maintain a district cooling business in the city of Orlando,
Florida.
(16) Trigen-Cinergy Solutions of Boca Raton LLC was formed in September 1998 to
develop, construct, finance, operate, and maintain certain thermal energy
facilities to be located in Boca Raton, Florida and to sell associated
thermal and other energy-related products and services.
(17) Trigen-Cinergy Solutions of St. Paul LLC was formed in August 1998 to
develop, construct, finance, own, operate, and maintain certain energy
facilities to be located in St. Paul, Minnesota and to sell associated
electricity and thermal energy products and services.
(18) Trigen-Cinergy Solutions of Tuscola LLC was formed in August 1998 to
develop, construct, operate, and maintain certain energy facilities to be
located in Tuscola, Illinois and to sell associated electricity and
thermal energy products and services.
(19) Cinergy-Cadence holds Investments' one-third ownership interest in Cadence.
(20) Cadence markets energy management and related consulting services to
commercial customers that operate retail facilities in multiple locations
across the country.
<PAGE>
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<CAPTION>
ITEM 2. ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS*
<S> <C> <C> <C>
Associate Company Energy-Related Company Type of Net Change in
Advancing Funds Receiving Funds Transaction Borrowings/Contributions
(in thousands)
Investments Enertech Open account advance $ 582
Investments Engineering Open account advance 19
Investments Cinergy Resources Open account advance 802
Investments Capital & Trading Open account repayment (11,217)
Investments Supply Open account advance 519
Investments Cinergy-Cadence Open account repayment (472)
Cinergy-Cadence Cadence Open account advance 867
Solutions Trigen-Cinergy Solutions LLC Open account advance 529
Solutions Trigen-Cinergy Solutions of Cincinnati LLC Open account repayment (3,540)
<FN>
* Item 2 excludes guarantees issued on behalf of energy-related companies by
Cinergy or its subsidiaries totaling $242.6 million at September 30, 1998.
</FN>
</TABLE>
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<TABLE>
<CAPTION>
ITEM 3. ASSOCIATE TRANSACTIONS
Part I - Transactions Performed by Reporting Companies on Behalf of Associate Utility Companies
<S> <C> <C> <C> <C> <C> <C>
Reporting Company Associate Utility Company Types of Direct Indirect Total
Rendering Receiving Services Costs Costs Cost of Amount
Services Services Rendered Charged Charged Capital Billed
- ----------------- ------------------------- -------- ------- -------- ------- ------
NONE
</TABLE>
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<TABLE>
<CAPTION>
ITEM 3. ASSOCIATE TRANSACTIONS (Continued)
Part II - Transactions Performed by Associate Utility Companies on Behalf of Reporting Companies
<S> <C> <C> <C> <C> <C> <C>
Associate Utility Reporting Company Types of Direct Indirect Total
Company Rendering Receiving Services Costs Costs Cost of Amount
Services Services Rendered Charged Charged Capital Billed
- ----------------- ----------------- -------- ------- -------- ------- ------
NONE
</TABLE>
<PAGE>
ITEM 4. SUMMARY OF AGGREGATE INVESTMENT
September 30, 1998
(in thousands)
Investments in Energy-Related Companies:
Total consolidated capitalization of Cinergy
as of September 30, 1998 $6,216,971
Total capitalization multiplied by 15% 932,546
Greater of $50 million or total capitalization
multiplied by 15% 932,546
Total current aggregate investment subsequent to
March 24, 1997 (categorized by major line of
energy-related business):
Energy-related business category "i" (1) 13,156
Energy-related business category "v" (2) 307,718
Energy-related business category "vi" (3) 13,423
Energy-related business category "vii" (4) 2,144
Energy-related business category "viii" (5) 2,877
-------
Total current aggregate investment 339,518
Difference between the greater of $50 million or 15%
of capitalization and the total aggregate investment
of the registered holding company system $593,228
========
(1) Rule 58 defines category "i" as the rendering of energy management
services and demand-side management services.
(2) Rule 58 defines category "v" as the brokering and marketing of energy
commodities, including but not limited to electricity, natural or
manufactured gas and other combustible fuels.
(3) Rule 58 defines category "vi" as the production, conversion, sale and
distribution of thermal energy products, such as process steam, heat, hot
water, chilled water, air conditioning, compressed air and similar
products; alternative fuels; and renewable energy resources; and the
servicing of thermal energy facilities.
(4) Rule 58 defines category "vii" as the sale of technical, operational,
management, and other similar kinds of services and expertise, developed
in the course of utility operations in such areas as power plant and
transmission system engineering, development, design and rehabilitation;
construction; maintenance and operation; fuel procurement, delivery and
management; and environmental licensing, testing and remediation.
(5) Rule 58 defines category "viii" as the development, ownership or operation
of "qualifying facilities," as defined under the Public Utility Regulatory
Policies Act of 1978, as amended ("PURPA"), and any integrated thermal,
steam host, or other necessary facility constructed, developed or acquired
primarily to enable the qualifying facility to satisfy the useful thermal
output requirements under PURPA.
7
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<CAPTION>
ITEM 5. OTHER INVESTMENTS
<S> <C> <C> <C>
Major Line of Energy-Related Other Investment in Last Other Investment in this Reason for Difference in
Business U-9C-3 Report U-9C-3 Report Other Investment
(in thousands)
NONE
</TABLE>
<PAGE>
ITEM 6. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
Filed pursuant to Rule 104(b) on a confidential basis.
(b) Exhibits
None
<PAGE>
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, Cinergy Corp. has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Cinergy Corp.
Registrant
Dated: November 25, 1998
By /s/ John P. Steffen
John P. Steffen
Duly Authorized Officer
and
Chief Accounting Officer
With the above signature, I also hereby certify that the corresponding report on
Form U-9C-3 for the second quarter of 1998 was filed with Cinergy Corp's
interested state commissions whose names and addresses are listed below.
The Public Utilities Commission of Ohio
Craig Glazer, Chairman
180 East Broad Street
Columbus, OH 43266
Indiana Utility Regulatory Commission
William D. McCarty, Chairman
302 W. Washington Street, Suite E306
Indianapolis, IN 46204
Kentucky Public Service Commission
B. J. Helton, Chairman
P.O. Box 615
Frankfort, KY 40602
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