UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-9C-3
QUARTERLY REPORT PURSUANT TO RULE 58
March 31, 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. . . . . . . . . . . . . . . . . . . . . . . 3
3 Associate Transactions
Part I - Transactions Performed by Reporting Companies on
Behalf of Associate Utility Companies. . . . . . . . . . 4
Part II - Transactions Performed by Associate Utility
Companies on Behalf of Reporting Companies . . . . . . . 5
4 Summary of Aggregate Investment. . . . . . . . . . . . . . . 6
5 Other Investments. . . . . . . . . . . . . . . . . . . . . . 7
6a Financial Statements . . . . . . . . . . . . . . . . . . . . 8
6b Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . 9
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<TABLE>
<CAPTION>
ITEM 1. ORGANIZATION CHART
<S> <C> <C> <C> <C> <C>
Energy or Percentage
of Voting
Gas-Related Date of State of Securities Nature of
Name of Reporting Company Company Organization Organization Held Business
(Indentation indicates subsidiary relationship)
Cinergy Corp. (Cinergy)
Cinergy Investments, Inc. (Investments)
Cinergy Supply Network, Inc. (Supply) (New)*(1) Energy-Related 01/14/1998 Delaware 100% Utility Technical
Services
Cinergy Capital & Trading, Inc. (Capital & Trading) (2) Energy-Related 10/08/1992 Indiana 100% Marketing and
Trading Energy
Commodities
Cinergy Resources, Inc. (Cinergy Resources) (3) Energy-Related 01/07/1994 Delaware 100% Marketing and
Trading Energy
Commodities
CinCap IV, LLC (CinCap) *(4) Energy-Related 12/03/1997 Delaware 100% Marketing and
Trading Energy
Commodities
Cinergy Engineering, Inc. (Engineering) (5) Energy-Related 03/28/1997 Ohio 100% Engineering and
Other Technical
Services
Enertech Associates, Inc. (Enertech)* (6) Energy-Related 10/21/1992 Ohio 100% Utility Management
Consulting Services
Cinergy Solutions, Inc. (Solutions)
Trigen-Cinergy Solutions LLC (7) Energy-Related 02/18/1997 Delaware 50% Development of
Qualifying
Facilities
Trigen-Cinergy Solutions of Illinois L.L.C. (8) Energy-Related 04/17/1997 Delaware 49% Development of
Qualifying
Facilities
Trigen-Cinergy Solutions of Cincinnati LLC (9) Energy-Related 08/29/1997 Ohio 51% Chilled Water
Cinergy-Cadence, Inc. (Cinergy-Cadence) (10) Energy-Related 12/27/1989 Indiana 100% Holds Investments'
Ownership Interest
in Cadence
Cadence Network LLC (Cadence) (11) Energy-Related 09/03/1997 Delaware 33.3% Energy Management
Services and
Consulting
Services
<FN>
* Inactive
</FN>
</TABLE>
1
<PAGE>
ITEM 1. ORGANIZATION CHART (Continued)
(1) Supply was formed in January 1998 to broker transmission and distribution
materials and services and to provide underground utility facilities
location services.
(2) During the first quarter of 1998, Capital & Trading marketed and traded
primarily natural gas and other energy commodities as well as derivative
commodity instruments on a nationwide basis.
(3) During the first quarter of 1998, Cinergy Resources continued in its
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.
(4) CinCap is currently inactive and did not have any activity during the
first quarter of 1998.
(5) During the first quarter of 1998, Engineering provided engineering designs
and engineering technical support in connection with various projects or
proposals related to, among other things, electric substations and
distribution facilities.
(6) See Note 6 of the "Notes to Financial Statements" in "Part I Financial
Information" in Cinergy's 1998 Form 10-Q for the quarter ended March 31,
1998 and Note 12d of Cinergy's 1997 Form 10-K for a discussion of certain
litigation involving Enertech.
(7) During the first quarter of 1998, Trigen-Cinergy Solutions LLC
investigated opportunities throughout the United States for providing
self-generation, cogeneration, tri-generation, and similar energy asset
type projects.
(8) During 1998, Trigen-Cinergy Solutions of Illinois L.L.C. will provide
energy services, including cogeneration, steam, and compressed air, to a
manufacturing facility in Illinois.
(9) Trigen-Cinergy Solutions of Cincinnati LLC has a district cooling business
in downtown Cincinnati.
(10) Cinergy-Cadence holds Investments' one-third ownership interest in
Cadence.
(11) Cadence provides a single source for both energy management services and
products designed to lower energy costs for national customers that
operate in multiple locations across the country.
2
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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 $ 519
Investments Engineering Open account advance 48
Investments Cinergy Resources Open account repayment (966)
Investments Capital & Trading Open account advance 11,527
Investments Supply Network Open account advance 43
Investments Cinergy-Cadence Open account advance 41
Investments Cadence Open account advance 9
Solutions Trigen-Cinergy Solutions LLC Open account advance 439
Solutions Trigen-Cinergy Solutions of Cincinnati LLC Open account advance 336
</TABLE>
3
<PAGE>
<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>
4
<PAGE>
<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
5
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<PAGE>
ITEM 4. SUMMARY OF AGGREGATE INVESTMENT
March 31, 1998
(in thousands)
Investments in Energy-Related Companies:
Total consolidated capitalization of Cinergy
as of March 31, 1998 $6,067,577
Total capitalization multiplied by 15% 910,137
Greater of $50 million or total capitalization
multiplied by 15% 910,137
Total current aggregate investment subsequent to
March 24, 1997 (categorized by major line of energy-related business):
Energy-related business category "i" (1) 12,929
Energy-related business category "v" (2) 95,544
Energy-related business category "vi" (3) 8,759
Energy-related business category "vii" (4) 297
Energy-related business category "viii" (5) 1,845
------
Total current aggregate investment 119,374
Difference between the greater of $50 million or 15%
of capitalization and the total aggregate investment
of the registered holding company system $790,763
========
(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.
6
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<TABLE>
<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>
7
<PAGE>
ITEM 6. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
Filed pursuant to Rule 104(b) on a confidential basis.
(b) Exhibits
None
8
<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: May 28, 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 fourth quarter of 1997 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
