<PAGE>
As filed with the Securities and Exchange Commission on July 17, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM S-3
REGISTRATION STATEMENT
Under The Securities Act of 1933
-----------------------------
Cinergy Corp.
(Exact name of registrant as specified in its charter)
-----------------------------
DELAWARE 31-1385023
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
-----------------------------
139 EAST FOURTH STREET
CINCINNATI, OHIO 45202
(513) 421-9500
(Address, including zip code, and
telephone number, including area code, of
registrant's principal executive offices)
-----------------------------
WILLIAM L. SHEAFER
Vice President and Treasurer
Cinergy Corp.
139 East Fourth Street
Cincinnati, Ohio 45202
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
Copies to:
BRADLEY C. ARNETT, ESQ. PANKAJ K. SINHA, ESQ.
Senior Counsel Skadden, Arps, Slate, Meagher & Flom LLP
Cinergy Corp. 1440 New York Avenue, N.W.
139 East Fourth Street Washington, D.C. 20005
Cincinnati, OH 45202
-----------------------------
Approximate date of commencement of proposed sale to the public: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Each Amount Offering Aggregate Amount of
Class of Securities Being Price per Offering Registration
Being Registered Registered Unit(1) Price(1) Fee
- ------------------- -------------- --------- -------------- ------------
Common Stock,
par value
$.01 per share . . 771,258 shares $32.40625 $24,993,579.56 $7,373.11
- --------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rule 457(c) under the Securities Act, based upon the average of
the high and low prices reported on The New York Stock Exchange on July 13,
1998.
-----------------------------
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
<PAGE>
PROSPECTUS
771,258 Shares
Cinergy Corp.
COMMON STOCK
Of the Par Value $.01 Per Share
----------------
This Prospectus relates to an aggregate of 771,258 shares (the
"Shares") of common stock, par value $.01 per share ("Common
Stock"), of Cinergy Corp., a Delaware corporation (the
"Company"), which may be offered (the "Offering") for sale by a
certain stockholder (the "Selling Stockholder") who acquired
such Shares in a certain business acquisition by the Company (the
"Acquisition"). The Shares are being registered under the
Securities Act of 1933, as amended (the "Securities Act"), on
behalf of the Selling Stockholder in order to permit the public
sale or other distribution of the Shares.
The Shares may be sold or distributed from time to time by or for
the account of the Selling Stockholder through dealers, brokers
or other agents, or directly to one or more purchasers, at market
prices prevailing at the time of sale or at prices otherwise
negotiated. The Company will receive no portion of the proceeds
from the sale of the Shares offered hereby and will bear certain
expenses incident to their registration. See "Selling
Stockholder" and "Plan of Distribution."
The Common Stock is traded on The New York Stock Exchange (the
"NYSE") under the symbol "CIN." On July 13, 1998, the last
reported price for the Common Stock on the NYSE was $32-7/16 per
share.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Prospectus is , 1998
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, in accordance therewith, files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements
and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C.; Suite 1400, 500 West Madison Street, Chicago, Illinois; and
Suite 1300, Seven World Trade Center; New York, N.Y. Copies of
such material can also be obtained from the Public Reference
Section of the Commission at its principal office at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates, or
from the Commission's Internet Web Site at http://www.sec.gov.
In addition, such material can also be inspected at the office of
the NYSE.
The Company has filed with the Commission a Registration
Statement on Form S-3 under the Securities Act with respect to
the Shares offered hereby (including all amendments and
supplements thereto, the "Registration Statement"). This
Prospectus, which forms a part of the Registration Statement,
does not contain all of the information set forth in the
Registration Statement, certain parts of which have been omitted
in accordance with the rules and regulations of the Commission.
Statements contained herein concerning the provisions of certain
documents are not necessarily complete and, in each instance,
reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety by
such reference. The Registration Statement and the exhibits
thereto can be inspected and copied at the public reference
facilities and regional offices of the Commission and at the
offices of the NYSE referred to above.
----------------
No dealer, salesman, or any other person has been authorized
to give any information or to make any representations other than
those contained in or incorporated by reference in this
Prospectus in connection with the offer contained in this
Prospectus, and, if given or made, such information or
representations must not be relied upon as having been authorized
by the Company or the Selling Stockholder. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to
buy any of the securities offered hereby in any state to any
person to whom it is unlawful to make such offer or solicitation
in such state. The delivery of this Prospectus at any time does
not imply that the information herein is correct as of any time
subsequent to the date hereof.
----------------
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There is hereby incorporated in this Prospectus by reference
the following documents heretofore filed with the Commission
pursuant to the Exchange Act:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1997.
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998.
3. The Company's Current Report on Form 8-K dated July 15,
1998.
4. The Company's Proxy Statement dated March 16, 1998, relating
to its Annual Meeting of Shareholders held on April 22, 1998.
5. The description of the Common Stock contained or
incorporated in the Company's Registration Statement on Form 8-B,
dated September 1, 1994, including any amendments or reports
filed for the purpose of updating such description.
All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Prospectus and prior to the termination of this offering
shall be deemed to be incorporated in this Prospectus by
reference and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which is deemed to be incorporated by
reference herein or in the Prospectus Supplement modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO
EACH PERSON TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED,
ON THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY
OR ALL OF THE DOCUMENTS REFERRED TO ABOVE WHICH HAVE BEEN OR MAY
BE INCORPORATED IN THIS PROSPECTUS BY REFERENCE, OTHER THAN
EXHIBITS TO SUCH DOCUMENTS. REQUESTS FOR SUCH COPIES SHOULD BE
DIRECTED TO MR. WILLIAM L. SHEAFER, VICE PRESIDENT AND TREASURER,
CINERGY CORP., 139 EAST FOURTH STREET, CINCINNATI, OHIO 45202
(TELEPHONE 513-421-9500).
<PAGE>
THE COMPANY
The Company is a registered holding company under the Public
Utility Holding Company Act of 1935, as amended, and the parent
company of The Cincinnati Gas & Electric Company ("CG&E), PSI
Energy, Inc. ("PSI"), Cinergy Services, Inc. ("Services"),
Cinergy Global Resources, Inc. ("Global"), and Cinergy
Investments, Inc. ("Investments"). CG&E is an operating utility
primarily engaged in providing electric and gas service in the
southwestern portion of Ohio and, through its utility
subsidiaries, in adjacent areas in Kentucky and Indiana. PSI is
an operating utility primarily engaged in providing electric
service in north central, central, and southern Indiana.
Services provides management, financial, administrative,
engineering, legal and other services to the Company, CG&E, PSI,
Global, and Investments, as well as affiliates thereof. The
Company conducts its international businesses through Global and
its subsidiaries and conducts its non-regulated, domestic
businesses through Investments and its subsidiaries.
The Company's principal executive office is located at 139
East Fourth Street, Cincinnati, Ohio 45202 (telephone 513-421-9500).
USE OF PROCEEDS
This Prospectus relates to Shares being offered and sold for
the accounts of the Selling Stockholder. The Company will not
receive any proceeds from the sale of the Shares but will pay all
expenses related to the registration of the Shares. See "Plan of
Distribution."
SELLING STOCKHOLDER
The Selling Stockholder is Apache Corporation, a Delaware
corporation. As of July 13, 1998, the aggregate number of
shares of Common Stock beneficially owned by the Selling
Stockholder, and the aggregate number of shares of Common Stock
registered hereby that the Selling Stockholder may offer and sell
pursuant to this Prospectus, is 771,258. Because the Selling
Stockholder may offer all or a portion of the Shares at any time
and from time to time after the date hereof, no estimate can be
made of the number of Shares that the Selling Stockholder may
retain upon completion of the Offering. To the knowledge of the
Company, other than with respect to the Acquisition, the Selling
Stockholder has not had within the past three years any material
relationship with the Company or any of its predecessors or
affiliates.
PLAN OF DISTRIBUTION
The Selling Stockholder may sell or distribute some or all
of the Shares from time to time through dealers or brokers or
other agents or directly to one or more purchasers, in
transactions on the NYSE or other exchanges on which the Common
Stock may be listed for trading, in privately negotiated
transactions or in the over-the-counter market, or in brokerage
transactions, or in a combination of such transactions. Such
transactions may be effected by the Selling Stockholder at market
prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices, or at fixed
prices, which may be changed. Brokers, dealers, or other agents
participating in such transactions as agent may receive
compensation in the form of discounts, concessions or commissions
from the Selling Stockholder (and, if they act as agent for the
purchaser of such Shares, from such purchaser). Such discounts,
concessions or commissions as to a particular broker, dealer, or
other agent might be in excess of those customary in the type of
transaction involved. To the extent required, the Company will
file, during any period in which offers or sales are being made,
one or more supplements to this Prospectus to set forth any other
material information with respect to the plan of distribution not
previously disclosed.
The Selling Stockholder and any such brokers, dealers or
other agents that participate in such distribution may be deemed
to be "underwriters" within the meaning of the Securities Act,
and any discounts, commissions or concessions received by any
such brokers, dealers or other agents might be deemed to be
underwriting discounts and commissions under the Securities Act.
Neither the Company nor the Selling Stockholder can presently
estimate the amount of such compensation. The Company knows of
no existing arrangements between the Selling Stockholder and any
other broker, dealer or other agent relating to the sale or
distribution of the Shares.
Under applicable rules and regulations under the Exchange
Act, any person engaged in a distribution of any of the Shares
may not simultaneously engage in market activities with respect
to the Common Stock for the applicable period under Regulation M
prior to the commencement of such distribution. In addition and
without limiting the foregoing, the Selling Stockholder will be
subject to applicable provisions of the Exchange Act and the
rules and regulations thereunder, including without limitation
Rule 10b-5 and Regulation M, which provisions may limit the
timing of purchases and sales of any of the Shares by the Selling
Stockholder. All of the foregoing may affect the marketability
of the Common Stock.
The Company will pay substantially all of the expenses
incident to this Offering of the Shares by the Selling
Stockholder to the public other than commissions, concessions and
discounts of brokers, dealers or other agents. The Selling
Stockholder may indemnify any broker, dealer, or other agent that
participates in transactions involving sales of the Shares
against certain liabilities, including liabilities arising under
the Securities Act. The Company may agree to indemnify the
Selling Stockholder and any such statutory "underwriters" and
controlling persons of such "underwriters" against certain
liabilities, including certain liabilities under the Securities
Act.
In order to comply with certain states' securities laws, if
applicable, the Shares will be sold in such jurisdictions only
through registered or licensed brokers or dealers.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of
600,000,000 shares of Common Stock, par value of $.01 per share.
The holders of Common Stock are entitled to one vote per share on
all matters to be voted upon by stockholders, including elections
of directors. The holders of Common Stock are not entitled to
cumulate votes for the election of directors. The Board of
Directors of the Company consists of 17 members divided into
three classes. The directors of a class will hold office for a
term of three years.
The holders of Common Stock are entitled to receive
dividends as and when declared by the Board of Directors of the
Company out of funds legally available therefor. In the event of
a liquidation, dissolution or winding up of the affairs of the
Company, the holders of Common Stock are entitled to share
ratably in any assets remaining after payment in full of all
liabilities of the Company. Because the Company conducts its
operations primarily through its subsidiaries, CG&E and PSI, the
ability of the Company to pay dividends to holders of Common
Stock depends on the ability of CG&E and PSI to pay common
dividends to the Company.
* No common dividends can be paid by CG&E if there are
dividends in arrears on CG&E Preferred Stock.
* No common dividends can be paid by PSI if there are
dividends in arrears on PSI Preferred Stock. PSI's Mortgage
Indenture ("Indenture") provides that, so long as any bonds
are outstanding under the Indenture, PSI shall not declare
or pay cash dividends on shares of its capital stock (other
than on PSI Preferred Stock) except out of its earned
surplus or net profits. In addition, PSI's Amended Articles
of Consolidation limit dividends on common stock to 75% of
net income available for common stock if the ratio of common
stock equity to total capitalization is less than 25%, or to
50% of such net income available if such ratio is less than
20%. The ability of PSI to pay common dividends has not
heretofore been impaired by any such prohibition,
restriction or limitation, nor is it anticipated that any
such prohibition, restriction or limitation will impair the
ability of PSI to pay common dividends hereafter.
* CG&E and PSI each have a series of junior subordinated
debentures currently outstanding. The terms of each series
of debentures gives the applicable issuer (CG&E or PSI) the
right to extend from time to time the interest payment
period for such debentures, and as a consequence, interest
payments on the debentures would be deferred during any such
extended interest payment period. In the event that CG&E or
PSI exercises such right, such company may not, among other
things, declare or pay dividends on any of its capital
stock. The Company believes that the extension of an
interest payment period on either series of debentures is
unlikely.
The holders of Common Stock do not have preemptive rights
with respect to the issuance of additional shares of capital
stock by the Company. Common Stock does not contain any
redemption provisions or conversion rights.
The Company's Certificate of Incorporation and By-Laws
contain certain provisions that may delay or deter a change in
control of the Company. Such provisions require, among other
things, (i) a classified Board of Directors, with each class
containing as nearly as possible one-third of the whole number of
members of the Board and the members of each class serving for
three-year terms, (ii) a vote of at least 80% of the Company's
voting power to amend certain provisions of the Company's By-Laws,
and (iii) advance notice procedures with respect to
nominations of directors other than by or at the direction of the
Company's Board of Directors.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed
upon for the Company by Skadden, Arps, Slate, Meagher & Flom LLP,
Washington, D.C, special counsel to the Company.
EXPERTS
The consolidated balance sheets of the Company as of
December 31, 1997 and 1996 and the related consolidated
statements of income, changes in common stock equity and cash
flows for each of the three years in the period ended December
31, 1997, included in (a) the Company's Annual Report on Form
10-K for the year ended December 31, 1997, and (b) the Company's
Proxy Statement dated March 16, 1998, relating to its Annual
Meeting of Shareholders held on April 22, 1998, have been audited
by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are
incorporated herein by reference in reliance upon the authority
of said firm as experts in accounting and auditing in giving said
reports.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses in
connection with the offering described in the Registration
Statement:
Securities and Exchange Commission registration fee . . $ 7,373
Legal fees and expenses . . . . . . . . . . . . . . . . 10,000
Accounting fees and expenses. . . . . . . . . . . . . . 5,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . 2,627
-------
Total. . . . . . . . . . . . . . . . . . . . . . $25,000
=======
All of the above, except for the Commission fee, are
estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As a Delaware corporation subject to the Delaware General
Corporation Law ("DGCL"), the Company is empowered by Section 145
of such law to indemnify officers and directors against certain
expenses, liabilities and payments, as therein provided. Article
VI of the Company's By-Laws provides that the Company shall
indemnify specified persons, including officers and directors of
the Company, against liabilities under certain circumstances.
Also, Article VI provides that the Company may purchase and
maintain insurance on behalf of or for any director, officer,
employee or agent for protection against certain liabilities or
claims asserted against such persons. In addition, Article Sixth
of the Company's Certificate of Incorporation provides limits to
the personal liability of the Company's directors for breach of
fiduciary duties to the fullest extent permitted by the DGCL.
The Company maintains an insurance policy covering its
directors and officers against certain civil liabilities,
including liabilities under the Securities Act.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, or
persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion
of the Commission such indemnification is against public policy
as expressed in the Securities Act and is therefore
unenforceable.
ITEM 16. EXHIBITS
NUMBER EXHIBIT DESCRIPTION
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* 4(a) Certificate of Incorporation of the Company (Exhibit
to Company's 1993 Form 10-K in File No. 1-11377).
* 4(b) By-Laws of the Company as amended April 22, 1998
(Exhibit to Company's March 31, 1998 Form 10-Q in
File No. 1-11377).
5 Opinion and Consent of Skadden, Arps, Slate, Meagher
& Flom LLP.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Counsel (included in Exhibit 5 above).
24(a) Powers of Attorney.
24(b) Certified copy of a resolution of the Company's
Board of Directors.
- -----------
* Incorporated by reference as indicated.
<PAGE>
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to the Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the Registration
Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
Provided, however, that the undertakings set forth in
paragraphs (i) and (ii) above do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the
Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offerings of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for purposes of determining any liability under
the Securities Act, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions set forth or referred to in Item 15, or otherwise, the
registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Cincinnati, State of Ohio, on July 17, 1998.
CINERGY CORP.
By: *James E. Rogers
James E. Rogers, Vice Chairman,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signatures Title Date
(i) Principal executive officer:
*James E. Rogers Vice Chairman, July 17, 1998
James E. Rogers President and Chief
Executive Officer
(ii) Principal financial officer:
/s/ CHARLES J. WINGER Vice President and July 17, 1998
Charles J. Winger Chief Financial
Officer
(iii) Principal accounting officer:
/s/ JOHN P. STEFFEN Vice President and July 17, 1998
John P. Steffen Comptroller
<PAGE>
Signatures Title Date
(iv) Directors:
* Neil A. Armstrong Director July 17, 1998
* James K. Baker Director July 17, 1998
* Michael G. Browning Director July 17, 1998
* Phillip R. Cox Director July 17, 1998
* Kenneth M. Duberstein Director July 17, 1998
* Cheryl M. Foley Director July 17, 1998
* John A. Hillenbrand II Director July 17, 1998
* George C. Juilfs Director July 17, 1998
* Melvin Perelman Director July 17, 1998
* Thomas E. Petry Director July 17, 1998
* Jackson H. Randolph Director July 17, 1998
* James E. Rogers Director July 17, 1998
* John J. Schiff, Jr. Director July 17, 1998
* Philip R. Sharp Director July 17, 1998
* Van P. Smith Director July 17, 1998
* Dudley S. Taft Director July 17, 1998
* Oliver W. Waddell Director July 17, 1998
*By: /s/ WILLIAM L. SHEAFER
William L. Sheafer, Attorney-in-fact
<PAGE>
EXHIBIT INDEX
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
* 4(a) Certificate of Incorporation of the Company (Exhibit
to Company's 1993 Form 10-K in File No. 1-11377).
* 4(b) By-Laws of the Company as amended April 22, 1998
(Exhibit to Company's March 31, 1998 Form 10-Q in
File No. 1-11377).
5 Opinion and Consent of Skadden, Arps, Slate, Meagher
& Flom LLP.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Counsel (included in Exhibit 5 above).
24(a) Powers of Attorney.
24(b) Certified copy of a resolution of the Company's
Board of Directors.
- -----------
* Incorporated by reference as indicated.
<PAGE>
EXHIBIT 5
[Letterhead of Skadden, Arps,
Slate, Meagher & Flom LLP]
July 17, 1998
Cinergy Corp.
139 East Fourth Street
Cincinnati, Ohio 45202
Re: Cinergy Corp.
Registration on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to Cinergy Corp., a
Delaware corporation (the "Company"), in connection with the sale
by Apache Corporation (the "Selling Stockholder"), pursuant to
the Registration Statement (as hereinafter defined), of up to
771,258 shares (the "Secondary Shares") of the Company's Common
Stock, par value $.01 per share (the "Common Stock").
This opinion is being furnished in accordance with
the requirements of Item 601(b)(5) of Regulation S-K under the
Securities Act of 1933, as amended (the "Act").
In connection with this opinion, we have examined
originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement on Form S-3, as
filed with the Securities and Exchange Commission (the
"Commission") on the date hereof under the Act relating to the
registration of the Secondary Shares under the Act (such
Registration Statement, being hereinafter referred to as the
"Registration Statement"); (ii) a specimen certificate
representing the Secondary Shares; (iii) the Certificate of
Incorporation of the Company, as presently in effect; (iv) the
By-Laws of the Company, as presently in effect; and (v) certain
resolutions of the Board of Directors of the Company relating to
the issuance and sale of the Secondary Shares and related
matters. We have also examined originals or copies, certified or
otherwise identified to our satisfaction, of such records of the
Company and such agreements, certificates of public officials,
certificates of officers or other representatives of the Company
and others, and such other documents, certificates and records as
we have deemed necessary or appropriate as a basis for the
opinions set forth herein.
In our examination, we have assumed the legal
capacity of all natural persons, the genuineness of all signa-
tures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents
submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. In
making our examination of documents executed or to be executed by
parties other than the Company, we have assumed that such parties
had or will have the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and the
validity and binding effect thereof. As to any facts material to
the opinions expressed herein which we have not independently
established or verified, we have relied upon statements and
representations of officers and other representatives of the
Company and others.
Members of our firm are admitted to the bar in the
State of Delaware, and we do not express any opinion as to the
laws of any other jurisdiction.
Based upon and subject to the foregoing, we are of
the opinion that the issuance of the Secondary Shares has been
duly authorized by the Company, and the Secondary Shares are
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with
the Commission as an exhibit to the Registration Statement. We
also consent to the reference to our firm under the caption
"Legal Matters" in the Registration Statement. In giving this
consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission.
<PAGE>
This opinion is furnished by us, as your special
counsel, in connection with the filing of the Registration
Statement and, except as provided in the immediately preceding
paragraph, is not to be used, circulated, quoted or otherwise
referred to for any other purpose or relied upon by any other
person without our prior written permission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to
the incorporation by reference in this Registration Statement of
our reports dated January 27, 1998, included in (a) Cinergy
Corp.'s Annual Report on Form 10-K for the year ended December
31, 1997, and (b) Cinergy Corp.'s Proxy Statement dated March 16,
1998, relating to its Annual Meeting of Shareholders held on
April 22, 1998, and all references to our Firm included in this
Registration Statement.
/s/ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Cincinnati, Ohio
July 15, 1998.
<PAGE>
EXHIBIT 24(a)
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Charles J. Winger, William L. Sheafer,
Cheryl M. Foley and Jerome A. Vennemann, or any of them, the
undersigned's true and lawful attorney-in-fact and agent for the
undersigned and in the undersigned's name to sign Registration
Statements on Form S-3 or such appropriate form as may be
required, including any and all amendments and supplements
thereto, for the registration of up to 2,000,000 shares of
Cinergy Corp. Common Stock, and to file the same, with all
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto the
attorneys-in-fact and agents, full authority to do each act
necessary to be done, as fully to all purposes that the
undersigned might do in person, hereby ratifying all that the
attorneys-in-fact and agents may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 22nd day of April, 1998.
/s/ NEIL A. ARMSTRONG
Neil A. Armstrong
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Charles J. Winger, William L. Sheafer,
Cheryl M. Foley and Jerome A. Vennemann, or any of them, the
undersigned's true and lawful attorney-in-fact and agent for the
undersigned and in the undersigned's name to sign Registration
Statements on Form S-3 or such appropriate form as may be
required, including any and all amendments and supplements
thereto, for the registration of up to 2,000,000 shares of
Cinergy Corp. Common Stock, and to file the same, with all
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto the
attorneys-in-fact and agents, full authority to do each act
necessary to be done, as fully to all purposes that the
undersigned might do in person, hereby ratifying all that the
attorneys-in-fact and agents may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 22nd day of April, 1998.
/s/ JAMES K. BAKER
James K. Baker
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Charles J. Winger, William L. Sheafer,
Cheryl M. Foley and Jerome A. Vennemann, or any of them, the
undersigned's true and lawful attorney-in-fact and agent for the
undersigned and in the undersigned's name to sign Registration
Statements on Form S-3 or such appropriate form as may be
required, including any and all amendments and supplements
thereto, for the registration of up to 2,000,000 shares of
Cinergy Corp. Common Stock, and to file the same, with all
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto the
attorneys-in-fact and agents, full authority to do each act
necessary to be done, as fully to all purposes that the
undersigned might do in person, hereby ratifying all that the
attorneys-in-fact and agents may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 22nd day of April, 1998.
/s/ MICHAEL G. BROWNING
Michael G. Browning
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Charles J. Winger, William L. Sheafer,
Cheryl M. Foley and Jerome A. Vennemann, or any of them, the
undersigned's true and lawful attorney-in-fact and agent for the
undersigned and in the undersigned's name to sign Registration
Statements on Form S-3 or such appropriate form as may be
required, including any and all amendments and supplements
thereto, for the registration of up to 2,000,000 shares of
Cinergy Corp. Common Stock, and to file the same, with all
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto the
attorneys-in-fact and agents, full authority to do each act
necessary to be done, as fully to all purposes that the
undersigned might do in person, hereby ratifying all that the
attorneys-in-fact and agents may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 22nd day of April, 1998.
/s/ PHILLIP R. COX
Phillip R. Cox
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Charles J. Winger, William L. Sheafer,
Cheryl M. Foley and Jerome A. Vennemann, or any of them, the
undersigned's true and lawful attorney-in-fact and agent for the
undersigned and in the undersigned's name to sign Registration
Statements on Form S-3 or such appropriate form as may be
required, including any and all amendments and supplements
thereto, for the registration of up to 2,000,000 shares of
Cinergy Corp. Common Stock, and to file the same, with all
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto the
attorneys-in-fact and agents, full authority to do each act
necessary to be done, as fully to all purposes that the
undersigned might do in person, hereby ratifying all that the
attorneys-in-fact and agents may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 22nd day of April, 1998.
/s/ KENNETH M. DUBERSTEIN
Kenneth M. Duberstein
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Charles J. Winger, William L. Sheafer,
Cheryl M. Foley and Jerome A. Vennemann, or any of them, the
undersigned's true and lawful attorney-in-fact and agent for the
undersigned and in the undersigned's name to sign Registration
Statements on Form S-3 or such appropriate form as may be
required, including any and all amendments and supplements
thereto, for the registration of up to 2,000,000 shares of
Cinergy Corp. Common Stock, and to file the same, with all
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto the
attorneys-in-fact and agents, full authority to do each act
necessary to be done, as fully to all purposes that the
undersigned might do in person, hereby ratifying all that the
attorneys-in-fact and agents may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 22nd day of April, 1998.
/s/ CHERYL M. FOLEY
Cheryl M. Foley
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Charles J. Winger, William L. Sheafer,
Cheryl M. Foley and Jerome A. Vennemann, or any of them, the
undersigned's true and lawful attorney-in-fact and agent for the
undersigned and in the undersigned's name to sign Registration
Statements on Form S-3 or such appropriate form as may be
required, including any and all amendments and supplements
thereto, for the registration of up to 2,000,000 shares of
Cinergy Corp. Common Stock, and to file the same, with all
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto the
attorneys-in-fact and agents, full authority to do each act
necessary to be done, as fully to all purposes that the
undersigned might do in person, hereby ratifying all that the
attorneys-in-fact and agents may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 22nd day of April, 1998.
/s/ JOHN A. HILLENBRAND, II
John A. Hillenbrand, II
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Charles J. Winger, William L. Sheafer,
Cheryl M. Foley and Jerome A. Vennemann, or any of them, the
undersigned's true and lawful attorney-in-fact and agent for the
undersigned and in the undersigned's name to sign Registration
Statements on Form S-3 or such appropriate form as may be
required, including any and all amendments and supplements
thereto, for the registration of up to 2,000,000 shares of
Cinergy Corp. Common Stock, and to file the same, with all
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto the
attorneys-in-fact and agents, full authority to do each act
necessary to be done, as fully to all purposes that the
undersigned might do in person, hereby ratifying all that the
attorneys-in-fact and agents may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 22nd day of April, 1998.
/s/ GEORGE C. JULIFS
George C. Julifs
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Charles J. Winger, William L. Sheafer,
Cheryl M. Foley and Jerome A. Vennemann, or any of them, the
undersigned's true and lawful attorney-in-fact and agent for the
undersigned and in the undersigned's name to sign Registration
Statements on Form S-3 or such appropriate form as may be
required, including any and all amendments and supplements
thereto, for the registration of up to 2,000,000 shares of
Cinergy Corp. Common Stock, and to file the same, with all
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto the
attorneys-in-fact and agents, full authority to do each act
necessary to be done, as fully to all purposes that the
undersigned might do in person, hereby ratifying all that the
attorneys-in-fact and agents may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 22nd day of April, 1998.
/s/ MELVIN PERELMAN
Melvin Perelman
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Charles J. Winger, William L. Sheafer,
Cheryl M. Foley and Jerome A. Vennemann, or any of them, the
undersigned's true and lawful attorney-in-fact and agent for the
undersigned and in the undersigned's name to sign Registration
Statements on Form S-3 or such appropriate form as may be
required, including any and all amendments and supplements
thereto, for the registration of up to 2,000,000 shares of
Cinergy Corp. Common Stock, and to file the same, with all
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto the
attorneys-in-fact and agents, full authority to do each act
necessary to be done, as fully to all purposes that the
undersigned might do in person, hereby ratifying all that the
attorneys-in-fact and agents may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 22nd day of April, 1998.
/s/ THOMAS E. PETRY
Thomas E. Petry
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Charles J. Winger, William L. Sheafer,
Cheryl M. Foley and Jerome A. Vennemann, or any of them, the
undersigned's true and lawful attorney-in-fact and agent for the
undersigned and in the undersigned's name to sign Registration
Statements on Form S-3 or such appropriate form as may be
required, including any and all amendments and supplements
thereto, for the registration of up to 2,000,000 shares of
Cinergy Corp. Common Stock, and to file the same, with all
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto the
attorneys-in-fact and agents, full authority to do each act
necessary to be done, as fully to all purposes that the
undersigned might do in person, hereby ratifying all that the
attorneys-in-fact and agents may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 22nd day of April, 1998.
/s/ JACKSON H. RANDOLPH
Jackson H. Randolph
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Charles J. Winger, William L. Sheafer,
Cheryl M. Foley and Jerome A. Vennemann, or any of them, the
undersigned's true and lawful attorney-in-fact and agent for the
undersigned and in the undersigned's name to sign Registration
Statements on Form S-3 or such appropriate form as may be
required, including any and all amendments and supplements
thereto, for the registration of up to 2,000,000 shares of
Cinergy Corp. Common Stock, and to file the same, with all
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto the
attorneys-in-fact and agents, full authority to do each act
necessary to be done, as fully to all purposes that the
undersigned might do in person, hereby ratifying all that the
attorneys-in-fact and agents may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 22nd day of April, 1998.
/s/ JAMES E. ROGERS
James E. Rogers
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Charles J. Winger, William L. Sheafer,
Cheryl M. Foley and Jerome A. Vennemann, or any of them, the
undersigned's true and lawful attorney-in-fact and agent for the
undersigned and in the undersigned's name to sign Registration
Statements on Form S-3 or such appropriate form as may be
required, including any and all amendments and supplements
thereto, for the registration of up to 2,000,000 shares of
Cinergy Corp. Common Stock, and to file the same, with all
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto the
attorneys-in-fact and agents, full authority to do each act
necessary to be done, as fully to all purposes that the
undersigned might do in person, hereby ratifying all that the
attorneys-in-fact and agents may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 22nd day of April, 1998.
/s/ JOHN J. SCHIFF, JR.
John J. Schiff, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Charles J. Winger, William L. Sheafer,
Cheryl M. Foley and Jerome A. Vennemann, or any of them, the
undersigned's true and lawful attorney-in-fact and agent for the
undersigned and in the undersigned's name to sign Registration
Statements on Form S-3 or such appropriate form as may be
required, including any and all amendments and supplements
thereto, for the registration of up to 2,000,000 shares of
Cinergy Corp. Common Stock, and to file the same, with all
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto the
attorneys-in-fact and agents, full authority to do each act
necessary to be done, as fully to all purposes that the
undersigned might do in person, hereby ratifying all that the
attorneys-in-fact and agents may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 22nd day of April, 1998.
/s/ PHILIP R. SHARP, PH.D.
Philip R. Sharp, Ph.D.
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Charles J. Winger, William L. Sheafer,
Cheryl M. Foley and Jerome A. Vennemann, or any of them, the
undersigned's true and lawful attorney-in-fact and agent for the
undersigned and in the undersigned's name to sign Registration
Statements on Form S-3 or such appropriate form as may be
required, including any and all amendments and supplements
thereto, for the registration of up to 2,000,000 shares of
Cinergy Corp. Common Stock, and to file the same, with all
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto the
attorneys-in-fact and agents, full authority to do each act
necessary to be done, as fully to all purposes that the
undersigned might do in person, hereby ratifying all that the
attorneys-in-fact and agents may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 22nd day of April, 1998.
/s/ VAN P. SMITH
Van P. Smith
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Charles J. Winger, William L. Sheafer,
Cheryl M. Foley and Jerome A. Vennemann, or any of them, the
undersigned's true and lawful attorney-in-fact and agent for the
undersigned and in the undersigned's name to sign Registration
Statements on Form S-3 or such appropriate form as may be
required, including any and all amendments and supplements
thereto, for the registration of up to 2,000,000 shares of
Cinergy Corp. Common Stock, and to file the same, with all
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto the
attorneys-in-fact and agents, full authority to do each act
necessary to be done, as fully to all purposes that the
undersigned might do in person, hereby ratifying all that the
attorneys-in-fact and agents may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 22nd day of April, 1998.
/s/ DUDLEY S. TAFT
Dudley S. Taft
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Charles J. Winger, William L. Sheafer,
Cheryl M. Foley and Jerome A. Vennemann, or any of them, the
undersigned's true and lawful attorney-in-fact and agent for the
undersigned and in the undersigned's name to sign Registration
Statements on Form S-3 or such appropriate form as may be
required, including any and all amendments and supplements
thereto, for the registration of up to 2,000,000 shares of
Cinergy Corp. Common Stock, and to file the same, with all
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto the
attorneys-in-fact and agents, full authority to do each act
necessary to be done, as fully to all purposes that the
undersigned might do in person, hereby ratifying all that the
attorneys-in-fact and agents may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 22nd day of April, 1998.
/s/ OLIVER W. WADDELL
Oliver W. Waddell
<PAGE>
EXHIBIT 24(b)
[LETTERHEAD OF CINERGY CORP.]
CERTIFICATE OF ASSISTANT CORPORATE SECRETARY
--------------------------------------------
I, JEROME A. VENNEMANN, an Assistant Corporate Secretary
of Cinergy Corp., a Delaware corporation, DO HEREBY CERTIFY that
the following is a true and correct copy of a resolution duly
adopted by the Board of Directors of said corporation on April
22, 1998, and that such resolution has not been amended and is in
full force and effect on the date hereof:
RESOLVED, that each officer and director of the
Corporation who may be required to sign and execute each
Registration Statement covering such securities or
amendments and supplements thereto or documents in
connection therewith (whether for or on behalf of the
Corporation, or as an officer of the Corporation, or
otherwise) is hereby authorized to execute a power of
attorney appointing Charles J. Winger, Vice President and
Chief Financial Officer, William L. Sheafer, Vice
President and Treasurer, Cheryl M. Foley, Vice President,
General Counsel and Corporate Secretary, and Jerome A.
Vennemann, Assistant Corporate Secretary, and each of
them, severally, his or her true and lawful attorney or
attorneys to sign in his or her name, place and stead in
any such capacity such Registration Statements any and all
amendments thereto, including amendments or supplements to
the prospectus contained in such Registration Statement or
amendments thereto and the addition or amendment of
exhibits and other documents in connection therewith, and
to file the same with the Commission, each of such
attorneys to have power to act with or without the other,
and to have full power and authority to do and perform, in
the name and on behalf of each of such officers and
directors who shall have executed such a power of
attorney, every act whatsoever which such attorneys, or
either of them, may deem necessary or advisable to be done
in connection therewith as fully and to all intents and
purposes as such officers or directors might or could do
in person.
IN WITNESS WHEREOF, I have hereunto subscribed my name
this 17th day of July, 1998.
/s/ Jerome A. Vennemann
Assistant Corporate Secretary
