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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-9C-3
QUARTERLY REPORT PURSUANT TO RULE 58
June 30, 2000
CINERGY CORP.
139 EAST FOURTH STREET
CINCINNATI, OHIO 45202
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*Inquiries concerning this Form U-9C-3
should be directed to: Bernard F. Roberts
Cinergy Corp.
139 East Fourth Street
Cincinnati, Ohio 45202
(513) 287-2090
<PAGE>
TABLE OF CONTENTS
Item Page
Number Number
1 Organization Chart . . . . . . . . . . . . . . . . . . . . . 1
2 Issuances and Renewals of Securities and Capital
Contributions. . . . . . . . . . . . . . . . . . . . . . . 7
3 Associate Transactions
Part I - Transactions Performed by Reporting Companies on
Behalf of Associate Utility Companies. . . . . . . . . . 9
Part II - Transactions Performed by Associate Utility
Companies on Behalf of Reporting Companies . . . . . . . 10
4 Summary of Aggregate Investment. . . . . . . . . . . . . . . 11
5 Other Investments. . . . . . . . . . . . . . . . . . . . . . 12
6a Financial Statements . . . . . . . . . . . . . . . . . . . . 13
6b Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . 14
<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")
Investing in Utility
Nth Power Technologies Fund II, L.P.(1) Energy-Related 02/25/2000 California ** Related Technologies
Cinergy Investments, Inc. ("Investments")
Utility Materials
Cinergy Supply Network, Inc. ("Supply")(2) Energy-Related 01/14/1998 Delaware 100% Brokering Services
Utility Facilities
Location and
Reliant Services, LLC ("Reliant")(3) Energy-Related 06/25/1998 Indiana 50% Construction Services
Cinergy Capital & Trading, Inc. Marketing & Trading
("Capital & Trading")(4) Energy-Related 10/08/1992 Indiana 100% Energy Commodities
Marketing & Trading
CinCap IV, LLC ("CinCap IV")(5) Energy-Related 12/03/1997 Delaware 10% Energy Commodities
Marketing & Trading
CinCap V, LLC ("CinCap V") (6) Energy-Related 07/21/1998 Delaware 10% Energy Commodities
Cinergy Marketing & Trading, LLC Marketing & Trading
("Marketing & Trading") (7) Energy-Related 10/27/1995 Delaware 100% Energy Commodities
Marketing & Trading
CinPower I, LLC ("CinPower") (8) Energy-Related 06/12/1998 Delaware 100% Energy Commodities
Marketing & Trading
Cinergy Transportation, LLC (New) (9) Energy-Related 06/14/2000 Delaware 100% Energy Commodities
Engineering & Other
Cinergy Engineering, Inc. ("Engineering") (10) Energy-Related 03/28/1997 Ohio 100% Technical Services
Commercialization of
Cinergy Technology, Inc. (11) Energy-Related 12/12/1991 Indiana 100% Utility Technology
Cinergy Solutions Holdings Company, Inc.
("Solutions:)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ITEM 1. ORGANIZATION CHART (Continued)
<S> <C> <C> <C> <C> <C>
Energy or % of Voting
Gas-Related Date of State of Securities Nature of
Name of Reporting Company Company Organization Organization Held Business
------------------------- ----------- ------------ ------------ ---------- -------------------
Utility related
Cinergy EPCOM, LLC (12) Energy-Related 08/20/1999 Delaware 100% Engineering and
Other Services
Utility related
Cinergy EPCOM College Park, LLC (13) Energy-Related 08/20/1999 Delaware 100% Engineering &
Other Services
Project Development
Cinergy Solutions, Inc.(New) (14) Energy-Related 06/02/2000 Delaware 100% --Qualifying
Facilities
Cinergy Solutions of Tuscola, Inc. (15) Energy-Related 10/13/1998 Delaware 100% Qualifying Facilities
Leasing of Energy
Energy Equipment Leasing LLC* (16) Energy-Related 11/12/1998 Delaware 49% Related Assets
Trigen-Cinergy Solutions LLC Preliminary
Development Qualifying
("Trigen-Cinergy")(17) Energy-Related 02/18/1997 Delaware 50% Facilities
Trigen-Cinergy Solutions of Ashtabula, LLC (18) Energy-Related 06/02/1999 Delaware 49% 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 (22) Energy-Related 02/18/1999 Delaware 49% Energy Services
Trigen-Cinergy Solutions of Danville LLC* (23) Energy-Related 11/29/1999 Delaware 49% Qualifying Facilities
Trigen-Cinergy Solutions of Elmgrove, LLC
(New) (24) Energy-Related 06/14/2000 Delaware 49% Qualifying Facilities
Trigen-Cinergy Solutions of Illinois L.L.C.* (25) Energy-Related 04/17/1997 Delaware 49% Qualifying Facilities
Trigen-Cinergy Solutions of Lansing LLC (26) Energy-Related 11/03/1999 Delaware 51% Energy Services
Trigen-Cinergy Solutions-USFOS of Lansing LLC (27) Energy-Related 11/03/1999 Delaware 40.8% Energy Services
Trigen-Cinergy Solutions of Orlando LLC (28) Energy-Related 06/12/1998 Delaware 51% Chilled Water
Trigen-Cinergy Solutions of Owings Mills LLC (29) Energy-Related 09/20/1999 Delaware 49% Qualifying Facilities
</TABLE>
<PAGE>
<TABLE>
<CAPTION> ITEM 1. ORGANIZATION CHART (Continued)
<S> <C> <C> <C> <C> <C>
Energy or % of Voting
Gas-Related Date of State of Securities Nature of
Name of Reporting Company Company Organization Organization Held Business
------------------------- ----------- ------------ ------------ ----------- ---------------------
Trigen-Cinergy Solutions of Owings Mills Energy-Related 10/20/1999 Delaware 49% Qualifying Facilities
Energy Equipment Leasing, LLC (30)
Trigen-Cinergy Solutions of Rochester LLC (31) Energy-Related 10/20/1999 Delaware 49% Energy Services
Trigen-Cinergy Solutions of Silver Grove LLC (32) Energy-Related 03/18/1999 Delaware 49% Qualifying Facilities
Trigen-Cinergy Solutions of St. Paul LLC (33) Energy-Related 08/13/1998 Delaware 49% Qualifying Facilities
Trigen-Cinergy Solutions of Tuscola LLC (34) Energy-Related 08/21/1998 Delaware 49% Qualifying Facilities
Cinergy Global Resources, Inc.
Cinergy Global Power, Inc.
Cinergy Global San Gorgonio, Inc. Holds 50% Ownership
("San Gorgonio") (35) Energy-Related 10/13/1998 Delaware 100% Interest in San
Gorgonio Westwinds
II, LLC
San Gorgonio Westwinds II, LLC
("Westwinds") (36) Energy-Related 10/13/1998 California 50% Qualifying Facility
<FN>
* Inactive
** Cinergy holds a 9.9% limited partnership interest in Nth Power Technologies
Fund II, L.P.
</FN>
</TABLE>
<PAGE>
ITEM 1. ORGANIZATION CHART (Continued)
(1) Nth Power Technologies Fund II, L.P. invests in companies developing and
commercializing utility-related technologies.
(2) Supply brokers transmission, distribution and other utility-related
materials and services.
(3) Reliant performs underground facilities location and construction services.
(4) 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. Certain subsidiaries of Capital & Trading are exempt
wholesale generators; such subsidiaries did not contribute substantial
revenues to Capital & Trading for periods covered by Capital & Trading's
financial statements filed concurrently herewith.
(5) CinCap IV purchases and sells electricity at wholesale.
(6) CinCap V purchases and sells electricity at wholesale.
(7) Marketing & Trading (formerly Producers Energy Marketing, LLC) is engaged
in the marketing of natural gas at wholesale.
(8) CinPower was formed to optimize economic benefits in connection with a
restructured wholesale power purchase agreement.
(9) Cinergy Transportation, LLC is engaged in the marketing of natural gas at
wholesale.
(10) Engineering is in the business of marketing various utility-related
engineering services.
(11) Cinergy Technology, Inc. is devoted to developing commercial
utility-related technology.
(12) Cinergy EPCOM, LLC was formed to market various utility-related
engineering, procurement, construction, operation and maintenance
functions.
(13) Cinergy EPCOM College Park, LLC was formed to perform various
utility-related engineering, procurement, construction, operation and
maintenance functions at the University of Maryland.
(14) Cinergy Solutions, Inc. was formed to conduct certain project-related
preliminary developmental activities, principally related to cogeneration
projects, other energy-related businesses, formerly conducted by Cinergy
Solutions Holdings Company, Inc.
(15) Cinergy Solutions of Tuscola, Inc. oversees the operations and staffing of
a combined heat and power plant in Tuscola, Illinois.
(16) Energy Equipment Leasing LLC was formed to lease, sell, or finance energy
related equipment.
(17) 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
1).
(18) Trigen-Cinergy Solutions of Ashtabula, LLC was formed to develop,
construct, operate, and maintain energy facilities located in Ashtabula,
Ohio, and to provides associated electricity and other energy-related
products and services.
(19) Trigen-Cinergy Solutions of Baltimore LLC was formed to develop, construct,
operate, and maintain energy facilities located in Baltimore, Maryland, and
to provides associated electricity and other energy-related products and
services.
(20) Trigen-Cinergy Solutions of Boca Raton LLC was formed 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 located in College Park, Maryland and owned
by the University of Maryland.
(23) Trigen-Cinergy Solutions of Danville LLC was formed to acquire existing
cogeneration assets.
(24) Trigen-Cinergy Solutions of Elmgrove, LLC was formed to provide energy
services, including cogeneration, steam, and compressed air, at the
customer's manufacturing facility in New York.
(25) Trigen-Cinergy Solutions of Illinois L.L.C. was formed to provide energy
services, including cogeneration, steam, and compressed air, at the
customer's manufacturing facility in Illinois.
(26) Trigen-Cinergy Solutions of Lansing LLC was formed to enter a LLC Agreement
with US Filter Operating Services, Inc. providing for the formation and
management of Trigen-Cinergy Solutions-USFOS of Lansing LLC.
(27) Trigen-Cinergy Solutions-USFOS of Lansing LLC was formed to develop,
construct, and operate certain energy facilities to be located at the
General Motors Corporation in Lansing, Michigan.
(28) Trigen-Cinergy Solutions of Orlando LLC was formed to develop, construct,
operate, and maintain a district cooling business in the city of Orlando,
Florida.
(29) Trigen-Cinergy Solutions of Owings Mills LLC was formed to develop,
construct, operate, and maintain certain energy facilities to be located at
the Sweetheart Cup Corporation in Owings Mills, Maryland.
(30) Trigen-Cinergy Solutions of Owings Mills Energy Equipment Leasing, LLC was
formed to lease, sell, or finance energy-related equipment.
(31) Trigen-Cinergy Solutions of Rochester LLC was formed to provide energy
services to Kodak Park in Rochester, New York.
(32) Trigen-Cinergy Solutions of Silver Grove LLC was formed to provide energy
and other services to the Lafarge Gypsum manufacturing plant in Silver
Grove, Kentucky. These services will include the design, installation, and
operation of a combined heat and power system.
(33) Trigen-Cinergy Solutions of St. Paul LLC was formed 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.
(34) Trigen-Cinergy Solutions of Tuscola LLC was formed to develop, construct,
operate, and maintain certain energy facilities to be located in Tuscola,
Illinois and to provides associated electricity and thermal energy products
and services.
(35) San Gorgonio holds a 50% interest in San Gorgonio Westwinds II, LLC.
(36) Westwinds owns a qualifying small power production windfarm facility in
California.
<PAGE>
<TABLE>
<CAPTION>
ITEM 2. ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS*
<S> <C> <C> <C>
Net Change
Associate Company Energy-Related Type of in Borrowings/
Advancing Funds Company Receiving Funds Transaction Contributions
------------------------ ------------------------------------------- ----------------------- --------------------------------
(in thousands)
Investments Supply Open account advance $ 66
Investments Reliant Services, LLC Open account advance 140
Investments Capital & Trading Open account repayment (768)
Investments Engineering Open account advance 234
Investments Technology Open account advance 443
Capital & Trading CinCap IV Open account advance 374
Capital & Trading CinCap V Open account advance 421
Capital & Trading Marketing & Trading Open account repayment (2,476)
Capital & Trading CinPower Open account advance 254
Solutions Cinergy EPCOM, LLC Open account advance 441
Solutions Cinergy EPCOM College Park, LLC Open account advance 217
Solutions Cinergy Solutions of Tuscola, Inc. Open account advance 3,609
Solutions Trigen-Cinergy Open account advance 1,055
Solutions Trigen-Cinergy Solutions of Ashtabula, LLC Open account advance 857
Solutions Trigen-Cinergy Solutions of Baltimore, LLC Open account advance 1,280
Solutions Trigen-Cinergy Solutions of Boca Raton, LLC Open account advance 126
Solutions Trigen-Cinergy Solutions of Cincinnati, LLC Open account repayment (109)
Solutions Trigen-Cinergy Solutions of College Park, LLC Open account advance 211
Solutions Trigen-Cinergy Solutions of Orlando LLC Open account repayment (33)
Solutions Trigen-Cinergy Solutions of Rochester LLC Open account repayment (567)
Solutions Trigen-Cinergy Solutions of Tuscola Open account advance 96
Cinergy Global San Gorgonio Capital contribution 132
Power, Inc.
<FN>
*Item 2 excludes an increase in guarantees issued on behalf of energy-related
companies by Cinergy or its subsidiaries during the second quarter of 2000
totaling approximately $134 million. These guarantees are included in Item 4.
Summary of Aggregate Investment.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ITEM 3. ASSOCIATE TRANSACTIONS
<S> <C> <C> <C> <C> <C> <C>
Part I - Transactions Performed by Reporting Companies on Behalf of Associate Utility Companies
Reporting Company Associate Utility Company Types of Services Total Amount
Rendering Services(1) Receiving Services Rendered Billed
------------------------- ---------------------------- --------------------------------- --------------------
(in thousands)
Reliant Services, Inc. The Cincinnati Gas & Line locating and
Electric Company underground construction
services $606
Reliant Services, Inc. PSI Energy, Inc. Line locating and
underground construction
services 845
Reliant Services, Inc. The Union Light, Heat, Line locating and
and Power Company underground construction
services 42
<FN>
(1) All of the services below were rendered pursuant to service agreements approved in File No. 70-9449 (see
HCAR No. 27016, May 4, 1999, exhibits B-1, B-2, and B-3).
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ITEM 3. ASSOCIATE TRANSACTIONS (Continued)
<S> <C> <C> <C>
Part II - Transactions Performed by Associate Utility Companies on Behalf of Reporting Companies
Associate Utility Company Reporting Company Types of Services Total Amount
Redering Services (1) Receiving Services Rendered Billed
---------------------------- ----------------------- --------------------- ---------------------
(in thousands)
Engineering and
PSI Energy, Inc. Cinergy EPCOM, LLC construction services $ 65
PSI Energy, Inc. Cinergy Solutions
Tuscola, Inc. Maintenance services 9
PSI Energy, Inc. Cinergy Solutions, Inc. Maintenance services 3
The Cincinnati Gas & Cinergy Capital &
Electric Company Trading, Inc. Maintenance services 5
The Cincinnati Gas & Engineering and
& Electric Company Cinergy EPCOM, LLC construction services 198
<FN>
(1) All of the services below were rendered pursuant to service agreements approved in File No. 70-9449 (see
HCAR No. 27016, May 4, 1999, exhibits B-1, and B-2).
</FN>
</TABLE>
<PAGE>
ITEM 4. SUMMARY OF AGGREGATE INVESTMENT
June 30,2000
--------------------------------
(in thousands)
Investments in Energy-Related Companies:
Total consolidated capitalization of
Cinergy as of June 30, 2000 $6,663,561
Total capitalization multiplied by 15% $999,534
Greater of $50 million or total
capitalization multiplied by 15% 999,534
Total current aggregate investment subsequent
to March 24, 1997 (categorized by major
line of energy-related business):
Energy-related business category "i" (1) -
Energy-related business category "ii" (2) 14,691
Energy-related business category "v" (3) 353,977
Energy-related business category "vi" (4) 14,408
Energy-related business category "vii" (5) 27,510
Energy-related business category "viii" (6) 53,553
-------
Total current aggregate investment 464,139
-------
Difference between the greater of $50
million or 15% of capitalization and
the total aggregate investment of the
registered holding company system $535,395
=========
(1) Rule 58 defines category "i" as the rendering of energy management services
and demand-side management services.
(2) Rule 58 defines category "ii" as the development and commercialization of
electrotechnologies related to energy conservation, storage and conversion,
energy efficiency, waste treatment, greenhouse gas reduction, and similar
innovations.
(3) 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.
(4) 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.
(5) 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.
(6) 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.
<PAGE>
<TABLE>
<CAPTION>
ITEM 5. OTHER INVESTMENTS
<S> <C> <C> <C>
Major Line of Energy- Other Investment in Last Other Investment in this Reason for Difference in
Related Business 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: August 29, 2000
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 first quarter of 2000 was filed with Cinergy Corp's
interested state commissions whose names and addresses are listed below.
The Public Utilities Commission of Ohio
Alan R. Schriber, 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
