CINERGY CORP, S-8, 2000-01-07

CINERGY CORP
S-8, 2000-01-07
ELECTRIC & OTHER SERVICES COMBINED

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As filed with the Securities and Exchange Commission on January 7, 2000

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. DIRECTOR, OFFICER AND
KEY EMPLOYEE STOCK PURCHASE PROGRAM
(Full title of the plan)

DAVID T. MUSSELMAN, ESQ.
CINERGY CORP.
139 EAST FOURTH STREET
CINCINNATI, OHIO 45202
(513) 287-2644
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)

COPIES OF ALL COMMUNICATIONS TO:

PANKAJ K. SINHA, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
1440 NEW YORK AVENUE, N.W.
WASHINGTON, DC 20005-2111
(202) 371-7000
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE

Title of each class of Proposed maximum Proposed maximum
securities to Amount to be offering price aggregate offering Amount of
be registered (1) registered (1) per share (2) price (2) registration fee
- ------------------------ ---------------- --------------- ----------- ----------------
<S> <C> <C> <C> <C>
Common Stock, par value 2,110,817 $23 11/16 $49,999,978 $13,200.00
$0.01 per share
</TABLE>

(1) Securities referenced on this form have already been registered under the
Securities Act of 1933, as amended (the "Securities Act"). Cinergy Corp. is
filing this registration statement because, for purposes of Section 5 of
the Securities Act, its Director, Officer and Key Employee Stock Purchase
Program may constitute a "solicitation of an offer to buy" a security.

(2) Estimated solely for purposes of calculating the registration fee and
pursuant to Rule 457(c) and (h) of the Securities Act based on the average
of the high and low sale price of the Common Stock on the New York Stock
Exchange on January 3, 2000.
<PAGE>
CINERGY CORP. ("REGISTRANT")
DIRECTOR, OFFICER AND KEY EMPLOYEE STOCK PURCHASE PROGRAM

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, as amended
(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) or 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-B (File No. 1-11377) filed by
the Registrant under Section 12 of the Exchange Act, including
any amendments or reports filed for the purposes 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,

II - 1
<PAGE>
Article VI of the Registrant's Certificate of Incorporation provides for 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. Description
- ----------- -----------

23.1 Consent of Arthur Andersen LLP, Cincinnati, Ohio.

24.1 Powers of Attorney.

ITEM 9. UNDERTAKINGS.

*(a) The undersigned 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. 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 242(b) if, in the aggregate,
the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in
the effective 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;

II - 2
<PAGE>
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 Exchange
Act 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; and

(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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.

II - 3
<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-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 this 7th day of January
2000.

CINERGY CORP.

By: /s/ James E. Rogers
-----------------------------------
Name: James E. Rogers
Title: Vice Chairman, President and
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Title Date
- --------- ----- ----

/s/ James E. Rogers Vice Chairman, President and January 7, 2000
- -------------------------- Chief Executive Officer
James E. Rogers

/s/ Madeleine W. Ludlow Vice President and Chief January 7, 2000
- -------------------------- Financial Officer
Madeleine W. Ludlow

/s/ Bernard F. Roberts Vice President and January 7, 2000
- -------------------------- Comptroller
Bernard F. Roberts

Director January 7, 2000
- --------------------------
Neil A. Armstrong*

Director January 7, 2000
- --------------------------
James K. Baker*

Director January 7, 2000
- --------------------------
Michael G. Browning*

Director January 7, 2000
- --------------------------
Phillip R. Cox*

II - 4
<PAGE>
Director January 7, 2000
- --------------------------
Kenneth M. Duberstein*

Director January 7, 2000
- --------------------------
John A. Hillenbrand II*

Director January 7, 2000
- --------------------------
George C. Juilfs*

Director January 7, 2000
- --------------------------
Melvin Perelman*

Director January 7, 2000
- --------------------------
Thomas E. Petry*

/s/ Jackson H. Randolph Director January 7, 2000
- --------------------------
Jackson H. Randolph

/s/ James E. Rogers Director January 7, 2000
- --------------------------
James E. Rogers

Director January 7, 2000
- --------------------------
John J. Schiff, Jr.*

Director January 7, 2000
- --------------------------
Phillip R. Sharp*

Director January 7, 2000
- --------------------------
Dudley S. Taft*

Director January 7, 2000
- --------------------------
Oliver W. Waddell*

*By: /s/Madeleine W. Ludlow
----------------------
Madeleine W. Ludlow Attorney-in-fact

II - 5
<PAGE>
EXHIBIT INDEX

Exhibit No. Description
- ----------- -----------

23.1 Consent of Arthur Andersen LLP, Cincinnati, Ohio.

24.1 Powers of Attorney.

II - 6

<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
January 7, 2000

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW BY ALL THESE PRESENTS, that the undersigned director of Cinergy Corp.
hereby constitutes and appoints Madeleine W. Ludlow, 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 thereto, for the
registration of Common Stock to be offered pursuant to the terms of the Cinergy
Corp. Directors, Officers and Key Employees Stock Purchase Program (the
"Program"), 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.