<PAGE>
As filed with the Securities and Exchange Commission on July 21, 1999
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
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
incorporation or organization) Identification No.)
139 EAST FOURTH STREET
CINCINNATI, OHIO 45202
(Address, including zip code, of Principal Executive Offices)
______________________
CINERGY CORP. DIRECTORS' EQUITY COMPENSATION PLAN
(Full title of the plan)
______________________
WILLIAM L. SHEAFER, Vice President and Treasurer
139 East Fourth Street
Cincinnati, Ohio 45202
(513) 421-9500
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
_________________________
Copies of all communications to:
RONAL R. NEWBANKS, ESQ.
Taft, Stettinius & Hollister LLP
1800 Firstar Tower
425 Walnut Street
Cincinnati, Ohio 45202
(Counsel for the Registrant)
_________________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Amount Proposed max. Proposed max. Amount of
Title of securities to be offering price aggregate registration
to be registered(1 registered(1) per share(2) price(2) fee
Common Stock, $0.01
Par Value . . . . . 75,000 shs. $31.3125 $2,371,875.00 $652.87
</TABLE>
(1) This registration statement also covers such indeterminate number of
additional shares of Common Stock as may become issuable with respect to
all or any of such shares pursuant to the antidilution provisions of the
Plan.
(2) Estimated solely for the purpose of calculating the registration fee
and, pursuant to Rule 457(h) under the Securities Act of 1933, based upon
the average of the high and low sale price of the Common Stock on the New
York Stock Exchange on July 16, 1999.
<PAGE>
CINERGY CORP. ("REGISTRANT")
DIRECTORS' EQUITY COMPENSATION PLAN
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act"), are hereby incorporated in this Registration Statement by
reference:
1. The registrant's Annual Report on Form 10-K for the year ended
December 31, 1998.
2. All other reports filed by the registrant pursuant to Section
13(a) of 15(d) of the Exchange Act since December 31, 1998.
3. The information under the caption "Item 4. Description of
Securities to be Registered" contained or incorporated in the
Registration Statement on Form 8-A (File No. 1-11377) filed by
the registrant under Section 12 of the Securities Exchange Act of
1934, as amended, including any amendments or reports filed for
the purpose of updating such description.
All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated in the Registration Statement by
reference and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "DGCL")
allows the registrant to indemnify officers and directors against certain
expenses, liabilities and payments. Article VI of the registrant's By-Laws
provides that the registrant shall indemnify specified persons, including
its officers and directors, against liabilities under certain
circumstances. Also, Article VI provides that the registrant 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 VI of the registrant's
Certificate of Incorporation provides limits to the personal liability of
the registrant's directors for breach of fiduciary duties to the fullest
extent permitted by the DGCL.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
Exhibit
No.
5.1 Opinion of Taft, Stettinius & Hollister LLP.
23.1 Consent of Arthur Andersen LLP, Cincinnati, Ohio.
24.1 Powers of Attorney.
24.2 Certified copy of resolution of the registrant's Board of
Directors.
Item 9. Undertakings.
*(a) The undersigned the registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(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;
(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 paragraphs (a)(1)(i) and (a)(1)(ii) of this
section 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 Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
(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.
*(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 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.
*(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange 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.
* Paragraph references correspond to those of Regulation S-K, Item 512.
<PAGE>
SIGNATURES
THE REGISTRANT. 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-8 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 21, 1999.
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, President July 21, 1999
James E. Rogers and Chief Executive Officer
(ii) Principal financial officer:
/s/ Madeleine W. Ludlow Vice President July 21, 1999
Madeleine W. Ludlow and Chief Financial Officer
(iii) Principal accounting officer:
/s/ Bernard F. Roberts Vice President July 21, 1999
Bernard F. Roberts and Comptroller
<PAGE>
Signatures Title Date
(iv) Directors:
* Neil A. Armstrong Director July 21, 1999
* James K. Baker Director July 21, 1999
* Michael G. Browning Director July 21, 1999
* Phillip R. Cox Director July 21, 1999
* Kenneth M. Duberstein Director July 21, 1999
* Cheryl M. Foley Director July 21, 1999
* John A. Hillenbrand II Director July 21, 1999
* George C. Juilfs Director July 21, 1999
* Melvin Perelman Director July 21, 1999
* Thomas E. Petry Director July 21, 1999
* Jackson H. Randolph Director July 21, 1999
* James E. Rogers Director July 21, 1999
* Mary L. Schapiro Director July 21, 1999
* John J. Schiff, Jr. Director July 21, 1999
* Philip R. Sharp Director July 21, 1999
* Dudley S. Taft Director July 21, 1999
* Oliver W. Waddell Director July 21, 1999
*By: /s/ Madeleine W. Ludlow
Madeleine W. Ludlow, Attorney-in-fact
<PAGE>
Exhibit 5.1
Taft, Stettinius & Hollister LLP
1800 Firstar Tower
425 Walnut Street
Cincinnati, Ohio 45202-3957
July 20, 1999
Securities & Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Cinergy Corp.
Directors' Equity Compensation Plan
Dear Sir or Madam:
We have acted as counsel for Cinergy Corp., a Delaware corporation
(the "Company"), in connection with the registration of shares issuable
pursuant to its Directors' Equity Compensation Plan (the "Plan"). We have
examined such documents, records and matters of law as we have deemed
necessary for purposes of this opinion and, based thereupon, we are of the
opinion that the shares of common stock, $.01 par value, of the Company
which may be issued pursuant to the Plan will be, when issued in accordance
with the terms of the Plan, duly authorized, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement on Form S-8 to be filed by the Company with the
Securities and Exchange Commission to effect registration under the
Securities Act of 1933 of 75,000 shares to be issued pursuant to the Plan.
/s/TAFT, STETTINIUS & HOLLISTER LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report
dated January 28, 1999, included in Cinergy Corp.'s Annual Report on Form
10-K for the year ended December 31, 1998, and to all references to our
Firm included in this Registration Statement.
/s/ARTHUR ANDERSEN LLP
Cincinnati, Ohio
July 20, 1999.
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp.
hereby constitutes and appoints Madeleine W. Ludlow, 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-8, including
any and all amendments and supplements thereto, for the registration of
Common Stock to be offered pursuant to the terms of the Cinergy Corp.
Directors' Equity Compensation Plan and Cinergy Corp. Retirement Plan as
Amended and Restated Effective January 1, 1999 (the "Plans"), 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 8th day of July 1999.
/s/ Neil A. Armstrong
Neil A. Armstrong
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp.
hereby constitutes and appoints Madeleine W. Ludlow, 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-8, including
any and all amendments and supplements thereto, for the registration of
Common Stock to be offered pursuant to the terms of Cinergy Corp.
Directors' Equity Compensation Plan and Cinergy Corp. Retirement Plan as
Amended and Restated Effective January 1, 1999 (the "Plans"), 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 21st day of July 1999.
/s/ James K. Baker
James K. Baker
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp.
hereby constitutes and appoints Madeleine W. Ludlow, 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-8, including
any and all amendments and supplements thereto, for the registration of
Common Stock to be offered pursuant to the terms of Cinergy Corp.
Directors' Equity Compensation Plan and Cinergy Corp. Retirement Plan as
Amended and Restated Effective January 1, 1999 (the "Plans"), 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 21st day of July 1999.
/s/ Michael G. Browning
Michael G. Browning
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp.
hereby constitutes and appoints Madeleine W. Ludlow, 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-8, including
any and all amendments and supplements thereto, for the registration of
Common Stock to be offered pursuant to the terms of Cinergy Corp.
Directors' Equity Compensation Plan and Cinergy Corp. Retirement Plan as
Amended and Restated Effective January 1, 1999 (the "Plans"), 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 15 day of July 1999.
/s/ Phillip R. Cox
Phillip R. Cox
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp.
hereby constitutes and appoints Madeleine W. Ludlow, 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-8, including
any and all amendments and supplements thereto, for the registration of
Common Stock to be offered pursuant to the terms of Cinergy Corp.
Directors' Equity Compensation Plan and Cinergy Corp. Retirement Plan as
Amended and Restated Effective January 1, 1999 (the "Plans"), 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 21st day of July 1999.
/s/ Kenneth M. Duberstein
Kenneth M. Duberstein
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp.
hereby constitutes and appoints Madeleine W. Ludlow, 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-8, including
any and all amendments and supplements thereto, for the registration of
Common Stock to be offered pursuant to the terms of Cinergy Corp.
Directors' Equity Compensation Plan and Cinergy Corp. Retirement Plan as
Amended and Restated Effective January 1, 1999 (the "Plans"), 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 21st day of July 1999.
/s/ Cheryl M. Foley
Cheryl M. Foley
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp.
hereby constitutes and appoints Madeleine W. Ludlow, 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-8, including
any and all amendments and supplements thereto, for the registration of
Common Stock to be offered pursuant to the terms of Cinergy Corp.
Directors' Equity Compensation Plan and Cinergy Corp. Retirement Plan as
Amended and Restated Effective January 1, 1999 (the "Plans"), 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 19 day of July 1999.
/s/ John a. Hillenbrand II
John A. Hillenbrand, II
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp.
hereby constitutes and appoints Madeleine W. Ludlow, 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-8, including
any and all amendments and supplements thereto, for the registration of
Common Stock to be offered pursuant to the terms of the Cinergy Corp.
Directors' Equity Compensation Plan and Cinergy Corp. Retirement Plan as
Amended and Restated Effective January 1, 1999 (the "Plans"), 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 9th day of July 1999.
/s/ George C. Juilfs
George C. Juilfs
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp.
hereby constitutes and appoints Madeleine W. Ludlow, 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-8, including
any and all amendments and supplements thereto, for the registration of
Common Stock to be offered pursuant to the terms of Cinergy Corp.
Directors' Equity Compensation Plan and Cinergy Corp. Retirement Plan as
Amended and Restated Effective January 1, 1999 (the "Plans"), 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 10th day of July 1999.
/s/ Melvin Perelman
Melvin Perelman
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp.
hereby constitutes and appoints Madeleine W. Ludlow, 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-8, including
any and all amendments and supplements thereto, for the registration of
Common Stock to be offered pursuant to the terms of Cinergy Corp.
Directors' Equity Compensation Plan and Cinergy Corp. Retirement Plan as
Amended and Restated Effective January 1, 1999 (the "Plans"), 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 9th day of July 1999.
/s/ Thomas E. Petry
Thomas E. Petry
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp.
hereby constitutes and appoints Madeleine W. Ludlow, 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-8, including
any and all amendments and supplements thereto, for the registration of
Common Stock to be offered pursuant to the terms of Cinergy Corp.
Directors' Equity Compensation Plan and Cinergy Corp. Retirement Plan as
Amended and Restated Effective January 1, 1999 (the "Plans"), 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 19th day of July 1999.
/s/ Jackson H. Randolph
Jackson H. Randolph
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp.
hereby constitutes and appoints Madeleine W. Ludlow, 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-8, including
any and all amendments and supplements thereto, for the registration of
Common Stock to be offered pursuant to the terms of Cinergy Corp.
Directors' Equity Compensation Plan and Cinergy Corp. Retirement Plan as
Amended and Restated Effective January 1, 1999 (the "Plans"), 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 21st day of July 1999.
/s/ James E. Rogers
James E. Rogers
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp.
hereby constitutes and appoints Madeleine W. Ludlow, 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-8, including
any and all amendments and supplements thereto, for the registration of
Common Stock to be offered pursuant to the terms of Cinergy Corp.
Directors' Equity Compensation Plan and Cinergy Corp. Retirement Plan as
Amended and Restated Effective January 1, 1999 (the "Plans"), 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 15 day of July 1999.
/s/ Mary L. Schapiro
Mary L. Schapiro
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp.
hereby constitutes and appoints Madeleine W. Ludlow, 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-8, including
any and all amendments and supplements thereto, for the registration of
Common Stock to be offered pursuant to the terms of Cinergy Corp.
Directors' Equity Compensation Plan and Cinergy Corp. Retirement Plan as
Amended and Restated Effective January 1, 1999 (the "Plans"), 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 8 day of July 1999.
/s/ John J. Schiff, Jr.
John J. Schiff, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp.
hereby constitutes and appoints Madeleine W. Ludlow, 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-8, including
any and all amendments and supplements thereto, for the registration of
Common Stock to be offered pursuant to the terms of Cinergy Corp.
Directors' Equity Compensation Plan and Cinergy Corp. Retirement Plan as
Amended and Restated Effective January 1, 1999 (the "Plans"), 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 12th day of July 1999.
/s/ Philip R. Sharp
Philip R. Sharp, Ph.D.
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp.
hereby constitutes and appoints Madeleine W. Ludlow, 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-8, including
any and all amendments and supplements thereto, for the registration of
Common Stock to be offered pursuant to the terms of Cinergy Corp.
Directors' Equity Compensation Plan and Cinergy Corp. Retirement Plan as
Amended and Restated Effective January 1, 1999 (the "Plans"), 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 14th day of July 1999.
/s/ Dudley S. Taft
Dudley S. Taft
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned director of Cinergy Corp.
hereby constitutes and appoints Madeleine W. Ludlow, 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-8, including
any and all amendments and supplements thereto, for the registration of
Common Stock to be offered pursuant to the terms of Cinergy Corp.
Directors' Equity Compensation Plan and Cinergy Corp. Retirement Plan as
Amended and Restated Effective January 1, 1999 (the "Plans"), 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 9th day of July 1999.
/s/ Oliver W. Waddell
Oliver W. Waddell
<PAGE>
Exhibit 24.2
Cinergy Corp.
139 East Fourth Street
P.O. Box 960
Cincinnati, OH 45201-0960
Tel 513.287.3023
Fax 513.287.3810
Jerome A. Vennemann
Associate General Counsel and
Assistant Corporate Secretary
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 July 14, 1999, 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 Madeleine W. Ludlow, Vice President and Chief Financial
Officer, William L. Sheafer, Vice President and Treasurer, Cheryl M. Foley,
Vice President and Corporate Secretary, and Jerome A. Vennemann, Acting
General Counsel and 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, and 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 19th day of
July, 1999.
/s/ Jerome A. Vennemann
Assistant Corporate Secretary
