CINERGY CORP
35-CERT, 2000-11-16
ELECTRIC & OTHER SERVICES COMBINED
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

In the Matter of                                              CERTIFICATE
Cinergy Corp. et al.                                                 OF
File No. 70-8933                                              NOTIFICATION

(Public Utility Holding Company Act of 1935)


        With   reference   to   the    transactions   (a)   proposed   in   the
Application-Declaration  on Form U-1, as amended,  in the above  docket filed by
Cinergy Corp. ("Cinergy"), a Delaware corporation and registered holding company
under the  Public  Utility  Holding  Company  Act of 1935 (the  "Act"),  Cinergy
Investments,  Inc., a Delaware corporation and direct,  wholly-owned  nonutility
subsidiary of Cinergy ("Cinergy  Investments"),  and Cinergy  Services,  Inc., a
Delaware  corporation and direct,  wholly-owned  service  company  subsidiary of
Cinergy  ("Cinergy  Services") and (b) authorized by the Commission in its order
dated February 7, 1997, Rel. No. 35-26662 (the "1997 Order"),  Cinergy  Services
hereby provides the following information:

1.      The following summary, covering the quarterly period ended September 30,
2000, updates the business activities of Cinergy Solutions Holding Company, Inc.
(formerly Cinergy Solutions,  Inc.) ("Cinergy Solutions  Holdings"),  a Delaware
corporation   and  direct,   wholly-owned   nonutility   subsidiary  of  Cinergy
Investments,  from the last quarterly filing in this docket.

     a. Name Change;  New Cinergy  Solutions,  Inc. As recently reported in this
docket,  the legal entity named "Cinergy  Solutions,  Inc." recently changed its
name to "Cinergy Solutions Holding Company,  Inc." to emphasize the new focus of
this company.  In the future,  although certain business activities may continue
to be conducted by this company directly (in which regard see paragraphs "g" and
"i" below of this item 1),  Cinergy  Solutions  Holdings is  anticipated  to act
primarily as a holding company over its various operating company  subsidiaries.
In that  connection,  as previously  reported,  Cinergy  Solutions  Holdings has
formed  a  new  wholly-owned  subsidiary,   Cinergy  Solutions,  Inc.  ("Cinergy
Solutions"),  for the purpose of conducting certain project-related  preliminary
developmental activities, principally related to cogeneration projects, formerly
conducted by Cinergy  Solutions  Holdings itself (i.e, prior to the name change)
and other energy-related businesses.

     b. Scope of Report.  This report provides  information  concerning  Cinergy
Solutions  Holdings and those  subsidiaries of Cinergy Solutions  Holdings that,
like Cinergy Solutions  Holdings itself,  may not be considered  "energy-related
companies" within the meaning of rule 58 (and whose activities are therefore not
separately covered in Cinergy's  quarterly reports on Form U-9C-3),  namely, (i)
Vestar, Inc., a Delaware corporation (formerly Cinergy Business Solutions, Inc.)
and its  subsidiaries,  including Vestar Limited (formerly Rose Technology Group
Limited), and (ii) 1388368 Ontario Inc., 3036243 Nova Scotia Company and Cinergy
Solutions  Limited  Partnership  (the latter three entities,  collectively,  the
"Vestar Financing Entities").  The Vestar Financing Entities were formed for the
sole purpose of assisting in the  realization by Cinergy of certain tax benefits
or  other  financial  efficiencies  in  connection  with  the  financing  of the
acquisition of Vestar,  Limited.  (See the chart enclosed  herewith as Exhibit A
showing  Cinergy  Solutions  Holdings and its  subsidiaries  as of September 30,
2000.)

     c. Energy  Management  Services.  As  previously  reported in this  docket,
Vestar,  Inc. and Vestar Limited (and their subsidiaries) are in the business of
marketing  energy  management  services and  solutions,  intended to create cost
savings and improve  efficiency and productivity,  to institutional,  commercial
and  industrial  customers  in the United  States and  Canada.  In the  calendar
quarter ended September 30, 2000, Vestar, Inc. and Vestar,  Limited continued to
be  actively  engaged  in their  North  American  energy  management  and energy
performance contracting businesses.

     d. Asset Management  Services.None,  (i) except to the extent a part of the
energy performance contracting businesses of Vestar, Inc. and Vestar Limited and
their  subsidiaries,  and  (ii)  except  to  the  extent  conducted  by  certain
subsidiaries of Cinergy  Solutions  Holdings that are  energy-related  companies
within the meaning of rule 58 and with respect to which  information is reported
in Cinergy's  quarterly  reports on Form U-9C-3 (e.g., the various  subsidiaries
formed pursuant to the joint venture with Trigen Energy  Corporation  devoted to
the development, ownership and/or operation of cogeneration facilities).

     e. Technical/Consulting Services. In 1998 Cinergy Solutions Holdings formed
a  wholly-owned  subsidiary,  Cinergy  Customer  Care,  Inc., to market  utility
billing  services  and/or  utility  call center  services to utility  companies.
However,  this  subsidiary  never commenced  active  operations and was recently
dissolved.

     f. QF Project Development and Ownership. See Cinergy's quarterly reports on
Form U-9C-3 for information concerning Cinergy Solutions Holdings' joint venture
with  Trigen  Energy  Corporation,  which  focuses  on QF  development,  and the
numerous  project  companies that have been formed to serve  customers  acquired
pursuant  to these  joint  venture  activities.  In the future  subsidiaries  of
Cinergy  Solutions  Holdings are  anticipated to develop  cogeneration  projects
outside of the joint venture with Trigen.

     g.  Consumer  Services.  Cinergy  Solutions  Holdings is  offering  various
products and services to Cinergy's  residential utility customers,  including an
underground utility line warranty service.

     h. Customer Financing.  Effective year-end 1999, Cinergy Solutions Holdings
discontinued  marketing its "Quick Credit" inancial services program  previously
described in this file.  Cinergy Solutions  Holdings is not otherwise  providing
any  stand-alone  customer  financing,  either  directly  or through  any of its
subsidiaries.

     i. Third-Party  Alliances.  See Cinergy's  quarterly reports on Form U-9C-3
for information concerning Cinergy Solutions Holdings' joint venture with Trigen
Energy  Corporation.  In addition,  Cinergy Solutions  Holdings recently entered
into a marketing agreement with a nonaffiliate concerning microturbines.

     2. During the calendar  quarter ended September 30,  2000,Cinergy  Services
provided  various  services   (including   accounting;   finance;   engineering;
executive;  legal; and human resources  services) to Cinergy Solutions  Holdings
and its subsidiaries  (including  energy-related  companies under rule 58) for a
total  cost of  approximately  $2,900,000,000.  During  that  same  period,  The
Cincinnati Gas & Electric Company and PSI Energy, Inc. provided  engineering and
construction  services  to  Cinergy  Solutions  Holdings  and  its  subsidiaries
(including  energy-related  companies  under  rule  58)  totaling  approximately
$326,000 and $87,000, respectively.

     3. During the calendar  quarter ended  September 30, 2000,  (a) Cinergy had
guarantees outstanding covering outstanding debt or other obligations of Cinergy
Solutions Holdings and its subsidiaries totaling  approximately $97 million; and
(b) Cinergy  Investments  made net  open-account  advances to Cinergy  Solutions
Holdings,  for  the  benefit  of  Cinergy  Solutions  Holdings  and  all  of its
subsidiaries  (including  energy-related  companies  under  rule  58),  totaling
approximately $16,754,000 at annual interest rates ranging from 6.57%to 6.69%.

     4. During the calendar  quarter ended  September 30, 2000,  neither Cinergy
Solutions  Holdings  nor any  subsidiary  thereof  entered  into  any  long-term
contract  by which any of such  entities  performs  long-term  operations,  load
control  or  network  control  of  any  electric  generation,   transmission  or
distribution  facility,   other  than  in  respect  of  qualifying  cogeneration
facilities or  customer-owned  facilities  in situations  where the provision of
such services does not render Cinergy Solutions  Holdings or any such subsidiary
a public utility under state law.

     5. Consolidated  financial  statements for Cinergy Solutions Holdings dated
September  30,  2000  are  enclosed  herewith  under  a claim  for  confidential
treatment pursuant to rule 104(b) under the Act.

<PAGE>

                                S I G N A T U R E

         Pursuant to the  requirements of the Act, the  undersigned  company has
duly  caused  this  document  to be  signed  on its  behalf  by the  undersigned
thereunto duly authorized.

Date:  November 16, 2000

                                               CINERGY SERVICES, INC.


                                               By: /s/Wendy L. Aumiller
                                                   Assistant Treasurer



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