UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-9C-3
QUARTERLY REPORT PURSUANT TO RULE 58
March 31, 1999
CINERGY CORP.
139 EAST FOURTH STREET
CINCINNATI, OHIO 45202
*Inquiries concerning this Form U-9C-3 should be directed to:
M. Susan Hardwick
Cinergy Corp.
139 East Fourth Street
Cincinnati, Ohio 45202
(513) 287-5667
<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
<PAGE>
<TABLE>
<CAPTION>
ITEM 1. ORGANIZATION CHART
<S> <C> <C> <C> <C> <C>
Energy or Percentage of
Gas-Related Date of State of Voting Nature of
Name of Reporting Company Company Organization Organization Securities Held Business
(Indentation indicates subsidiary relationship)
Cinergy Corp. ("Cinergy")
Cinergy Investments, Inc. ("Investments")
Cinergy Supply Network, Inc. ("Supply") (1) Energy-Related 01/14/1998 Delaware 100% Utility Materials
Brokering Services
Reliant Services, LLC ("Reliant") (2) Energy-Related 06/25/1998 Indiana 50% Utility Facilities
Location and Construction
Services
Cinergy Capital & Trading, Inc. Energy-Related 10/08/1992 Indiana 100% Marketing and Trading
("Capital & Trading") (3) Energy Commodities
CinCap IV, LLC ("CinCap IV") (4) Energy-Related 12/03/1997 Delaware 10% Marketing and Trading
Energy Commodities
CinCap V, LLC ("CinCap V") (5) Energy-Related 07/21/1998 Delaware 100% Marketing and Trading
Energy Commodities
Producers Energy Marketing, LLC Energy-Related 10/27/1995 Delaware 100% Marketing and Trading
("ProEnergy") (6) Energy Commodities
CinPower I, LLC ("CinPower") (7) Energy-Related 06/12/1998 Delaware 100% Marketing and Trading
Energy Commodities
CinCap VII, LLC ("CinCap VII")* (8) Energy-Related 12/02/1998 Delaware 100% Marketing and Trading
Energy Commodities
CinCap VIII, LLC ("CinCap VIII")* (9) Energy-Related 12/02/1998 Delaware 100% Marketing and Trading
Energy Commodities
Cinergy Resources, Inc. ("Cinergy
Resources") (10) Energy-Related 01/10/1994 Delaware 100% Marketing and Trading
Energy Commodities
Cinergy Engineering, Inc. ("Engineering") (11) Energy-Related 03/28/1997 Ohio 100% Engineering and Other
Technical Services
Enertech Associates, Inc. ("Enertech")* (12) Energy-Related 10/26/1992 Ohio 100% Utility Management
Consulting Services
Cinergy Solutions, Inc. ("Solutions")
Cinergy Business Solutions, Inc. Energy-Related 04/06/1998 Delaware 100% Asset Management
("Business Solutions") (13) Services
Cinergy Customer Care, Inc.* (14) Energy-Related 08/21/1998 Delaware 100% Billing Services
Cinergy Solutions of Golden, Inc.* (New)
(15) Energy-Related 03/22/1999 Delaware 100% Qualifying Facility
Cinergy Solutions of Tuscola, Inc. (16) Energy-Related 10/13/1998 Delaware 100% Qualifying Facility
Energy Equipment Leasing LLC* (17) Energy-Related 11/12/1998 Delaware 49% Leasing of Energy
Related Assets
Trigen-Cinergy Solutions LLC ("Trigen-
Cinergy") (18) Energy-Related 02/18/1997 Delaware 50% Development of
Preliminary
Qualifying Facilities
Trigen-Cinergy Solutions of Baltimore LLC (19) Energy-Related 11/10/1998 Delaware 49% Qualifying Facilities
Trigen-Cinergy Solutions of Boca Raton LLC (20)Energy-Related 09/04/1998 Delaware 51% Thermal Energy
Trigen-Cinergy Solutions of Cincinnati LLC (21)Energy-Related 08/29/1997 Ohio 51% Chilled Water
Trigen-Cinergy Solutions of
College Park, LLC (New) (22) Energy-Related 02/18/1999 Delaware 51% Qualifying Facilities
Trigen-Cinergy Solutions of Illinois L.L.C.*
(23) Energy-Related 04/17/1997 Delaware 49% Qualifying Facilities
Trigen-Cinergy Solutions of Orlando LLC (24) Energy-Related 06/12/1998 Delaware 51% Chilled Water
Trigen-Cinergy Solutions of St. Paul LLC (25) Energy-Related 08/13/1998 Delaware 49% Qualifying Facilities
Trigen-Cinergy Solutions of Tuscola LLC (26) Energy-Related 08/21/1998 Delaware 49% Qualifying Facilities
Cinergy-Cadence, Inc. (Cinergy-Cadence) (27) Energy-Related 12/27/1989 Indiana 100% Holds Investments' 33.3%
Ownership Interest
in Cadence
Cadence Network LLC (Cadence) (28) Energy-Related 09/03/1997 Delaware 33.3% Energy Management
Services and
Consulting Services
Cinergy Global Resources, Inc.
Cinergy Global Power, Inc.
Cinergy Global San Gorgonio, Inc.
("San Gorgonio") (29) Energy-Related 10/13/1999 Delaware 100% Holds 50% Ownership
Interest in San
Gorgonio Westwinds
II, LLC
San Gorgonio Westwinds II, LLC
("Westwinds") (30) Energy-Related 10/13/1999 California 50% Qualifying Facility
<FN>
* Inactive
</FN>
</TABLE>
1
<PAGE>
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.
(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 wholesale
energy contracts.
(4) CinCap IV purchases and sells electricity at wholesale.
(5) CinCap V purchases and sells electricity at wholesale.
(6) ProEnergy is engaged in the marketing of natural gas at wholesale.
(7) CinPower was formed to optimize economic benefits in connection with a
restructured wholesale power purchase agreement.
(8) CinCap VII was formed for future restructuring transactions in the
wholesale power markets.
(9) CinCap VIII was formed for future restructuring transactions in the
wholesale power markets.
(10) 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.
(11) Engineering is in the business of marketing various utility-related
engineering services.
(12) Enertech has been inactive since the commencement of a lawsuit against it
in 1995. Although the lawsuit has been settled, Enertech remains inactive.
(13) Business Solutions was formed to market energy related asset management
services to commercial and industrial customers.
(14) Cinergy Customer Care, Inc. was formed to provide certain utility billing
and/or call center services.
(15) Cinergy Solutions of Golden, Inc. was formed to acquire existing
cogeneration assets.
(16) Cinergy Solutions of Tuscola, Inc. was formed to oversee the operations and
staffing of a combined heat and power plant in Tuscola, Illinois.
(17) Energy Equipment Leasing LLC was formed to lease, sell, or finance energy
related equipment.
<PAGE>
ITEM 1. ORGANIZATION CHART (Continued)
(18) Trigen-Cinergy engages in the preliminary development of qualifying
facilities and/or thermal energy facilities; specific projects are
developed and held by special purpose affiliates (listed elsewhere in Item
I).
(19) Trigen-Cinergy Solutions of Baltimore LLC was formed to develop, construct,
operate, and maintain energy facilities located in Baltimore, Maryland, and
to sell associated electricity and other energy-related products and
services.
(20) 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.
(21) Trigen-Cinergy Solutions of Cincinnati LLC owns and operates a district
cooling business in downtown Cincinnati, Ohio.
(22) Trigen-Cinergy Solutions of College Park, LLC was formed to operate and
maintain cogeneration equipment producing electricity and thermal energy.
(23) 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.
(24) Trigen-Cinergy Solutions of Orlando LLC was formed to develop, construct,
operate, and maintain a district cooling business in the city of Orlando,
Florida. The entity is in the start-up phase.
(25) 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.
(26) 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.
(27) Cinergy-Cadence holds Investments' one-third ownership interest in Cadence.
(28) Cadence markets energy management and related consulting services to
commercial customers that operate retail facilities in multiple locations
across the country.
(29) Cinergy Global San Gorgonio, Inc. was formed to hold a 50% interest in San
Gorgonio Westwinds II, LLC.
(30) San Gorgonio Westwinds II, LLC was formed to own a qualifying small power
production windfarm facility in California. The facility was under
construction at March 31, 1999.
<PAGE>
<TABLE>
<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 repayment $ (251)
Investments Engineering Open account advance 2
Investments Cinergy Resources Open account repayment (491)
Investments Capital & Trading Open account advance 11,674
Capital & Trading CinCap V Capital contribution 4,856
Capital & Trading ProEnergy Open account repayment (7,047)
Capital & Trading CinPower Capital contribution 293
Investments Supply Open account advance 170
Investments Cinergy-Cadence Open account advance 50
Cinergy-Cadence Cadence Capital contribution 667
Solutions Trigen-Cinergy Open account advance 483
Solutions Trigen-Cinergy Solutions
of Cincinnati, LLC Open account advance 161
Solutions Trigen-Cinergy Solutions
of Baltimore LLC Open account advance 957
Solutions Trigen-Cinergy Solutions
of Boca Raton LLC Open account advance 471
Solutions Business Solutions Open account advance 2,309
Solutions Cinergy Solutions of Tuscola, Inc. Open account advance 1,338
Cinergy Global Power, Inc. San Gorgonio Capital contribution (1)
<FN>
* Item2 excludes additional guarantees issued on behalf of energy-related
companies by Cinergy or its subsidiaries during the first quarter of 1999
totaling $10.95 million. These guarantees are included in Item 4. Summary
of Aggregate Investment.
</FN>
</TABLE>
<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>
<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
</TABLE>
<PAGE>
ITEM 4. SUMMARY OF AGGREGATE INVESTMENT
March 31, 1999
(in thousands)
Investments in Energy-Related Companies:
Total consolidated capitalization of Cinergy
as of March 31, 1999 $6,369,276
Total capitalization multiplied by 15% 955,391
Greater of $50 million or total capitalization
multiplied by 15% 955,391
Total current aggregate investment subsequent to
March 24, 1997 (categorized by major line of
energy-related business):
Energy-related business category "i" (1) 15,297
Energy-related business category "v" (2) 376,703
Energy-related business category "vi" (3) 13,764
Energy-related business category "vii" (4) 3,399
Energy-related business category "viii" (5) 24,918
-------
Total current aggregate investment 434,081
Difference between the greater of $50 million or 15%
of capitalization and the total aggregate investment
of the registered holding company system $521,310
========
(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.
8
<PAGE>
<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>
<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: May 27, 1999
By /s/ Bernard F. Roberts
Bernard F. Roberts
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 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
Robert C. Glazier, Secretary
302 W. Washington Street, Suite E306
Indianapolis, IN 46204
Kentucky Public Service Commission
Donald Mills, Executive Director
P.O. Box 615
Frankfort, KY 40602
11
