AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 8, 2000
REGISTRATION NO. 333-
-----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549E
--------------------
FORM S-3
REGISTRATION STATEMENT
UNDER REGISTRATION STATEMENT
THE SECURITIES ACT OF 1933
--------------------
CINERGY CORP.
(Exact name of Registrant as Specified in Its Charter)
DELAWARE 311385023
State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
139 EAST FOURTH ST., CINCINNATI, OH 45202
513-287-2644
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
-------------------------
WAYNE HARRIS, ESQ.
SENIOR COUNSEL
P.O. BOX 960
SUITE 2500
CINCINNATI, OH 45201-0960
(513) 287-2644
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
--------------------------
Copy to:
PANKAJ K. SINHA, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
1440 NEW YORK AVENUE, N.W.
WASHINGTON, DC. 20005
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: At any
time and from time to time after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended (the "Securities Act"), other than securities offered
only in connection with dividend or reinvestment plans, check the following
box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act, please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum Amount of
Title of Shares Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered(1) Per Share(2) Price(2) Fee
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 3,000,000 $31.75 $95,250,000 $25,146
par value
--------------------------------------------------------------------------------------------
</TABLE>
(1) Plus such additional shares as may be issued by reason of stock
splits, stock dividends and similar transactions.
(2) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(c) of the Securities Act, based on the average of
the reported last high and low sales prices on the New York Stock
Exchange on December 5, 2000.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SECTION 8(A), MAY DETERMINE.
PROSPECTUS
CINERGY CORP.
DIRECT STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
Cinergy Corp. is pleased to offer the Direct Stock Purchase and Dividend
Reinvestment Plan (the "Plan"), a direct stock purchase and dividend
reinvestment plan designed to provide investors with a convenient method to
purchase shares of Cinergy Corp. common stock and to reinvest cash
dividends in the purchase of additional shares of Cinergy Corp. common
stock.
SUMMARY OF KEY PLAN FEATURES
o You can join the Plan by completing and mailing an Enrollment Form
and a check to Cinergy Shareholder Services.
o You can build your investment over time, starting with as little as
$250 for new investors. Once enrolled in the Plan, you may make
additional investments of $25 or more per payment, up to a maximum of
$100,000 per calendar year. You may also invest through automatic
monthly deductions from a qualified bank account.
O You may sell all or any portion of your Cinergy Corp. common stock
through the Plan, through Cinergy Shareholder Services. Please refer
to the details in the prospectus for costs associated with the sale
of shares.
o Holders of book-entry shares may elect to have their dividends
reinvested or paid in cash. Participants may have their cash
dividends electronically deposited into their qualified accounts.
o Shareholders of record of Cinergy Corp. common stock may deposit
their certificates, at no cost, with Cinergy Shareholder Services for
safekeeping.
This prospectus relates to 3,000,000 shares of Cinergy Corp. common stock,
par value $0.01 per share, to be offered for purchase under the Plan.
Cinergy Corp. common stock is listed on the New York Stock Exchange, with
shares traded under the ticker symbol "CIN."
This prospectus does not constitute an offer to sell or a solicitation of
an offer to buy shares of Cinergy Corp. common stock in any state or other
jurisdiction to any person to whom it is unlawful to make such an offer or
solicitation. To the extent required by applicable law in certain
jurisdictions, shares offered under the Plan to persons who are not record
holders of Cinergy Corp. common stock are offered only through a registered
broker/dealer in those jurisdictions.
Neither delivery of this prospectus nor any sale made hereunder should be
deemed to imply that there has been no change in the affairs of Cinergy
Corp. since the date of this prospectus or that the information herein is
correct as of any time subsequent to its date.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------------------------
The date of this prospectus is December 8, 2000
TABLE OF CONTENTS
CINERGY CORP.
DIRECT STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
The Company................................................................1
Summary of the Plan........................................................1
Administration of the Plan.................................................3
Reports to Plan Participants...............................................3
Participation..............................................................4
How to Join the Plan.......................................................4
Investing Via the Mail...................................................4
Optional Cash Payments.....................................................5
Automatic Monthly Investments from your Bank Account.......................5
Dividend Reinvestment......................................................5
Withdrawal and Termination.................................................6
Summary of Plan Fees.......................................................6
How Shares are Purchased and Priced........................................7
Investment Dates...........................................................8
Sale of Shares Through the Plan............................................8
Share Safekeeping..........................................................9
Share Transfers...........................................................10
Obtaining a Stock Certificate............................................11
Termination of Participation..............................................11
Stock Split, Stock Dividend or Rights Offering............................11
Voting of Plan Shares.....................................................12
Changes to the Plan.......................................................12
Limitation of Liability...................................................12
Tax Consequences..........................................................13
Governing Law.............................................................14
Use of Proceeds...........................................................14
Independent Accountants and Counsel.......................................14
Available Information.....................................................14
Incorporation of Certain Documents by Reference...........................15
THE COMPANY
Cinergy Corp., incorporated in Delaware in October 1994, is a registered
holding company under the Public Utility Holding Company Act of 1935 and
the parent company of:
o The Cincinnati Gas & Electric Company;
o PSI Energy, Inc.;
o Cinergy Services, Inc.;
o Cinergy Global Resources, Inc.; and
o Cinergy Investments, Inc.
Cinergy Corp.'s corporate offices are located at 139 East Fourth St.,
Cincinnati, OH 45202, telephone number: 513-287-2644.
Cinergy Corp. owns all outstanding common stock of The Cincinnati Gas &
Electric Company (CG&E) and PSI Energy, Inc. (PSI), both of which are
public utility subsidiaries. As a result of this ownership, we are
considered a utility holding company. Because we are a holding company
whose utility subsidiaries operate in multiple states, we are registered
with and are subject to regulation by the Securities and Exchange
Commission under the Public Utility Holding Company Act of 1935, as amended
(PUHCA). Because we are subject to regulation by the Securities and
Exchange Commission under PUHCA, approval must be sought and obtained
before Cinergy Corp. can issue shares under the Plan.
CG&E, an Ohio corporation, is a combination electric and gas public utility
company that provides service in the southwestern portion of Ohio and,
through its subsidiaries, in nearby areas of Kentucky and Indiana. It has
five wholly owned utility subsidiaries. One of these subsidiaries, The
Union Light, Heat & Power Company, is a Kentucky corporation that provides
electric and gas service in northern Kentucky. CG&E's other subsidiaries
are insignificant to its results of operations.
PSI, an Indiana corporation, is an electric utility that provides service
in north central, central, and southern Indiana.
SUMMARY OF THE PLAN
Enroll by Mail: To enroll by mail, please follow the instructions in
Question 4 of this prospectus.
Initial Investment Minimum: If you are not already a registered holder of
Eligible Securities, the minimum initial investment is $250. If you already
hold shares in your name, you can simply enroll in the Plan to participate.
Making Additional Investments: Once you are enrolled in the Plan you may
make additional investments at any time, with as little as $25 by mailing a
check to Cinergy Shareholder Services. You can also purchase stock
systematically by authorizing Cinergy Shareholder Services to make
automatic monthly deductions from a qualified bank account.
Maximum Plan Investment: The maximum investment is $100,000 per calendar
year.
How Shares are Purchased and Priced: Stock will either be purchased in the
open market by the Independent Agent appointed by Cinergy Corp. or issued
directly by Cinergy Corp. If the shares are purchased in the open market,
the price per share will be the weighted average price per share paid by
Cinergy Shareholder Services for Plan purchases for that investment date.
Shares purchased from Cinergy Corp. directly will be purchased and credited
to a participant's account at the average of the high and low prices of the
common stock, as reported by the "New York Stock Exchange Composite
Transactions" published in The Wall Street Journal for the applicable
investment date. Please note that you will not be able to instruct Cinergy
Shareholder Services to purchase a specific number of shares at a specific
time or at a specific price.
Full Investment: Your funds will be fully invested because Cinergy Corp.
will credit your Plan account with fractional shares, carried out to four
decimal places. Dividends paid will be calculated on whole and fractional
shares.
Certificate Safekeeping: As a participant in Cinergy Corp.'s Direct Stock
Purchase and Dividend Reinvestment Plan, you may deposit your Cinergy Corp.
common stock certificates with Cinergy Shareholder Services for
safekeeping.
Convenient, Low-Cost Sales: You can sell your Cinergy Corp. common stock
through the Plan, subject to fees lower than those typically charged by
stockbrokers.
DEFINITIONS
Business Day. Any day on which Cinergy Corp., the Independent Agent and the
New York Stock Exchange, Inc. are open for business.
Cinergy Direct Deposit Plan. The plan through which shareholders can
request to have their dividends electronically transferred to their bank
accounts instead of receiving checks for cash dividends.
Eligible Securities. Shares of Cinergy Corp. common stock, CG&E preferred
stock and PSI preferred stock.
Independent Agent. The agent or agents appointed by Cinergy Corp. who act
on behalf of participants in buying Cinergy Corp. common stock in the open
market if bought during a period in which Cinergy Corp. elects not to
satisfy the requirements of the participants with newly issued shares,
and/or selling Plan shares for participants.
Investment Date. The Investment Date for dividends will be the 15th day of
the month in which the dividend is paid, unless that day is not a Business
Day, in which case the Investment Date will be the immediately preceding
Business Day. The Investment Date for optional cash payments will be the
15th day of each month, unless that day is not a Business Day, in which
case the Investment Date will be the immediately preceding Business Day.
ADMINISTRATION OF THE PLAN
1. Who administers and interprets the Plan?
The Plan is administered by Cinergy Shareholder Services, which serves as
Cinergy Corp.'s transfer agent and dividend disbursing agent. As Plan
Agent, Cinergy Shareholder Services acts as agent for Plan participants and
keeps records, sends statements and performs other duties relating to the
Plan. Cinergy Shareholder Services reserves the right to resign at any
time, in which case Cinergy Corp. would designate a new Plan Agent.
Cinergy Shareholder Services can be contacted at:
Mail Deliveries: Overnight Deliveries:
Cinergy Corp. Cinergy Corp.
Shareholder Services Shareholder Services
P.O. Box 900 221 East Fourth Street, Rm. 2802
Cincinnati, OH 45201-0900 Cincinnati, OH 45202
Telephone: (513) 287-1940
(800) 325-2945
Fax: (513) 287-2875
Internet: www.cinergy.com, click on "Investor"
E-mail: [email protected]
All correspondence should include your shareholder account number,
taxpayer identification number (social security number) and daytime
telephone number where you may be contacted.
Telephone inquiries may also be made to Cinergy Shareholder Services
toll-free from anywhere in the United States Monday through Friday from
9:00 a.m. to 4:00 p.m. Eastern time.
REPORTS TO PLAN PARTICIPANTS
2. How will you receive account information?
Participants in the Plan will receive statements of account as soon as
practicable after each Investment Date on which investments are made for
their accounts. Supplemental account statements will be provided for any
month in which you have deposited, transferred or withdrawn shares. Cinergy
Shareholder Services will also send transaction statements promptly after
each sale of shares under the Plan. You should retain these statements in
order to establish the cost basis of shares purchased under the Plan for
income tax and other purposes. In addition, each participant will receive
all communications sent to all other shareholders, such as annual reports
and proxy statements.
PARTICIPATION
3. Who is eligible for participation in the Plan?
Holders of Cinergy Corp. common stock currently participating in the
Cinergy Corp. Dividend Reinvestment and Stock Purchase Plan, which is being
replaced by the Cinergy Corp. Direct Stock Purchase and Dividend
Reinvestment Plan (by means of amendment and restatement), will
automatically be participants in the amended Plan without sending in a new
Enrollment Form. However, a participant who wishes to change his
participation in any way must submit a new Enrollment Form.
Current shareholders of Eligible Securities may enroll in the Plan by
completing and returning the appropriate Enrollment Form via the mail.
Prospective shareholders may enroll in the Plan by completing and returning
the appropriate Enrollment Form via the mail, and making an initial
investment of at least $250.
Please note that regulations in certain countries may limit or prohibit
participation in services provided under this type of program. Therefore,
persons residing outside the United States should first determine if they
are subject to any governmental regulations prohibiting or limiting their
participation before requesting any of the services provided through the
Plan.
HOW TO JOIN THE PLAN
4. How do you enroll and invest in the Plan?
You may enroll in the Plan via the mail by following these steps:
o Obtain an Enrollment Form by calling Cinergy Shareholder Services
toll-free at (800) 325-2945 or by printing an Enrollment Form from
Cinergy's website.
o Complete the Enrollment Form and return it by mail to Cinergy
Shareholder Services together with a signed check payable in U.S.
dollars to Cinergy Corp. for the amount of your initial investment
($250 minimum) to the address shown under Question 1.
OPTIONAL CASH PAYMENTS
5. How are optional cash payments made?
Once you are enrolled in the Plan, you can make additional investments in
Cinergy Corp.'s common stock any time via the mail. Each cash investment
must be for at least $25, but you cannot invest more than $100,000 in a
calendar year.
Mail a check or money order payable in U.S. dollars to Cinergy Corp. and
send to Cinergy Shareholder Services at the address shown under Question 1.
DO NOT SEND CASH.
It is recommended that the mailing be made sufficiently in advance of the
Investment Date. No interest will be earned or paid on optional cash
payments held pending investment.
AUTOMATIC MONTHLY INVESTMENTS FROM YOUR BANK ACCOUNT
6. How can I make optional cash investments through the Automatic
Investment feature?
You can authorize monthly automatic deductions from your account at any
financial institution that is a member of the National Automated Clearing
House Association. The minimum amount per monthly deduction is $25. This
feature will allow you to gradually build your investment in Cinergy Corp.
Initial set-up, changes, and terminations to the automatic deduction
instructions will be made as soon as practicable after receipt of your
instructions.
To initiate this automatic monthly service. Participants must send a
completed Automatic Monthly Deduction Authorization form to Cinergy
Shareholder Services via the mail. To change any aspect of the
instructions, you can mail a revised form to Cinergy Shareholder Services.
To terminate the deductions, you must notify Cinergy Shareholder Services
in writing at the address shown under Question 1.
Automatic investments will be initiated as promptly as practicable and,
after initiated, funds will be drawn from the participant's qualified
account on the 5th day of each month (or, if the 5th falls on a weekend or
bank holiday, the first Business Day prior), and will be invested in
Cinergy Corp. common stock on the next Investment Date.
DIVIDEND REINVESTMENT
7. What dividend reinvestment options are available to participants?
The Enrollment Form allows a participant to choose a reinvestment
option for participation in the Plan. If not specified otherwise, the
account will be enrolled for full dividend reinvestment. By choosing the
appropriate box, a participant may select:
REINVEST DIVIDENDS ON ALL SHARES -- Reinvest all cash dividends on all
certificated shares held by you and on all shares credited to your Plan
account to purchase shares of Cinergy Corp. common stock.
PAY CASH DIVIDENDS ON ALL SHARES -- All dividends on certificated and
book-entry shares are paid in cash. Participants may elect to have cash
dividend payments paid by check or through the Cinergy Direct Deposit Plan.
PAY CASH DIVIDENDS ON A PORTION OF SHARES -- Receive cash dividends on a
specified number of whole shares and reinvest the dividends on the
remainder of your shares. The shares specified to receive cash dividends
may consist of a combination of certificated shares and shares credited to
your Plan account. Participants may elect to have cash dividend payments
paid by check or through the Cinergy Direct Deposit Plan.
WITHDRAWAL AND TERMINATION
8. May a participant, without withdrawing from the Plan, discontinue
reinvestment of dividends?
You may stop reinvesting dividends by notifying Cinergy Shareholder
Services in writing no later than three Business Days prior to the record
date established for a particular dividend. If your request to cease
dividend reinvestment is received after this date, then the dividends may
be reinvested for the applicable dividend and the account will not be
closed out until after the shares have been allocated to all accounts as a
result of such dividends being reinvested. YOU CAN CHANGE YOUR DIVIDEND
REINVESTMENT INSTRUCTIONS TO RECEIVE YOUR DIVIDENDS IN CASH WHILE STILL
KEEPING YOUR SHARES IN BOOK-ENTRY FORM IN THE PLAN.
SUMMARY OF PLAN FEES
9. What are the costs for services provided under the Plan?
New Plan participants will be charged a $5.00, one-time enrollment fee.
There are no administrative fees charged for any other options under the
Plan.
All participants will be charged brokerage fees on sales requested through
the Plan. Current brokerage fees on sales are approximately $.04 per share,
but are subject to change at any time without prior notice.
INSUFFICIENT FUNDS: If Cinergy Shareholder Services does not receive credit
for a cash payment because of insufficient funds or incorrect draft
information, the requested purchase will be deemed void, and Cinergy
Shareholder Services will immediately remove from your account any shares
already purchased in anticipation of receiving such funds. An "insufficient
funds" fee of $25 will be charged. Cinergy Shareholder Services may place a
hold on your Plan account until the "insufficient funds" fee is received
from you, may sell any such shares to satisfy an uncollected amount, or may
take such other action as is necessary to collect such fee. Furthermore, if
the net proceeds from the shares are insufficient to satisfy the balance of
the uncollected amounts, Cinergy Shareholder Services may sell additional
shares from your account as necessary to satisfy the uncollected balance.
Shares purchased for your account cannot be sold until sufficient funds are
received and cleared by Cinergy Shareholder Services.
HOW SHARES ARE PURCHASED AND PRICED
10. What will be the source of shares purchased under the Plan?
The source of shares will be either previously authorized but unissued
shares or shares purchased in the open market, as determined at Cinergy
Corp's discretion.
11. What will be the price of shares purchased under the Plan?
When purchases of shares of Cinergy Corp. common stock under the Plan come
from authorized but unissued shares, the purchase price of such shares will
be the average of the high and low prices (computed to four decimal places)
of Cinergy Corp. common stock, as reported by the "New York Stock Exchange
Composite Transactions" published in The Wall Street Journal for the
applicable Investment Date, or, if no trading in Cinergy Corp. common stock
occurs on such date, the next preceding date on which such trading
occurred.
When Cinergy Corp. common stock purchased for each Investment Date under
the Plan comes from purchases in the open market, the purchase price will
be the weighted average price (computed to four decimal places), excluding
brokerage commissions, of such shares acquired for the Plan. The purchases
will be made on the New York Stock Exchange, Inc. or in negotiated
transactions. An Independent Agent will acquire the number of shares as
required by the Plan, and Cinergy Corp. will pay all administrative costs
of acquisition, including brokerage fees and commissions.
12. Who will purchase shares in the open market?
If Cinergy Shareholder Services elects to meet requirements of participants
by purchasing shares of Cinergy Corp. common stock in the open market, an
Independent Agent will act on behalf of the participants in buying such
shares. An Independent Agent will determine the exact volume, timing, and
price of such purchases, depending on the amount of reinvested dividends,
optional cash payments received, market conditions, and the requirements of
applicable federal securities laws. An Independent Agent will also sell
shares on behalf of participants.
Dividend and voting rights on purchased shares of Cinergy Corp. common
stock will commence upon settlement.
INVESTMENT DATES
13. When will dividends be reinvested and optional cash payments invested?
Purchases of Cinergy Corp. common stock under the Plan will be made on or
about the following applicable Investment Dates:
Investment Dates for reinvested dividends are the dividend payment dates
for Cinergy Corp. common stock. Payment dates for Cinergy Corp. common
stock dividends are expected to be February 15, May 15, August 15, and
November 15.
Investment Dates for cash investments are the 15th day of each month (or
the immediately preceding Business Day if the 15th falls on a weekend or
holiday). Cinergy Shareholder Services must receive cash investments by the
Business Day prior to the Investment Date in order for cash investments to
be invested on such Investment Date. Otherwise, the cash investments will
be held by Cinergy Corp. and invested on the next Investment Date.
Purchases may be made over a period of several days in the case of open
market purchases. All such purchases will be aggregated for the Investment
Date.
In order to receive dividends on shares of Cinergy Corp. common stock
purchased with cash investments, the shares must be purchased on an
Investment Date prior to the dividend record date.
A DISADVANTAGE OF INVESTING THROUGH THE PLAN IS THAT NEITHER CINERGY CORP.
NOR YOU HAS THE AUTHORITY OR POWER TO CONTROL THE TIMING OR PRICING OF
SHARES PURCHASED FOR THE PLAN. THEREFORE, THE PRICE OF CINERGY CORP. COMMON
STOCK MAY CHANGE DURING THE PERIOD PENDING INVESTMENT. FOR EXAMPLE, IF YOU
TRANSMIT INSTRUCTIONS TO MAKE AN INITIAL OR OPTIONAL CASH INVESTMENT, IT IS
POSSIBLE THAT THE MARKET PRICE OF CINERGY CORP. COMMON STOCK WILL BE HIGHER
OR LOWER WHEN CINERGY SHAREHOLDER SERVICES PURCHASES SHARES ON BEHALF OF
THE PLAN AND CREDITS THEM TO YOUR ACCOUNT. IN ADDITION, YOU WILL NOT EARN
INTEREST ON CASH PENDING INVESTMENT.
SALE OF SHARES THROUGH THE PLAN
14. How may a participant sell shares?
You may sell any number of shares held in your Plan account via the mail or
by fax. This request should be mailed or faxed to Cinergy Shareholder
Services at the address shown under Question 1. If your request to sell
leaves less than one whole share in the account, Cinergy Shareholder
Services reserves the right to sell the fractional share also.
You may sell whole shares in your account by completing the appropriate
section of your account statement or providing written instructions and
returning your request to Cinergy Shareholder Services. The minimum sale is
one share, unless you are closing your account.
15. How often are shares sold and at what price?
Participants' requests to sell Plan shares will be aggregated by Cinergy
Shareholder Services and usually sold at least once a week ("Withdrawal
Date"). Cinergy Shareholder Services will place a market order with an
Independent Agent who will sell the shares as soon as practicable. Neither
Cinergy Corp. nor any participant will have any authority or power to
direct the time or price at which shares may be sold.
Cinergy Shareholder Services must receive requests to sell by the Business
Day prior to the Withdrawal Date in order to be sold on such Withdrawal
Date. Otherwise, the request to sell will be held by Cinergy Shareholder
Services and processed on the next Withdrawal Date.
The price of the shares sold will be the weighted average price of the
aggregated shares sold by the Independent Agent less the brokerage
commission. A check for the sale of the shares, less the brokerage
commission, will be sent to you following the settlement date, which is
three Business Days after the date of the sale.
Any request for termination from the Plan or sale of Plan shares received
after an ex-dividend date (two Business Days prior to a record date),
pertaining to dividends on Cinergy Corp. common stock, will be processed
after the dividends declared have been reinvested.
Cinergy Corp. certificated shares can also be deposited into your Plan
account and subsequently sold through the Plan.
SHARE SAFEKEEPING
16. How does the Plan's safekeeping service work?
The Plan provides a stock deposit feature to eliminate the need to hold
Cinergy Corp. common stock certificates. If you currently hold Cinergy
Corp. common stock certificates and would like to combine these shares with
shares held in the Plan, you must return to Cinergy Shareholder Services a
properly completed Safekeeping and Authorization Form or a letter of
instructions along with the Cinergy Corp. common stock certificates to be
deposited. The certificates should not be endorsed. We suggest mailing
stock certificates by registered mail, insured for 2% of the current market
value, return receipt requested.
Shareholders who hold Cinergy Corp. common stock certificates but are not
currently enrolled in the Plan may also deposit their certificates in the
Plan and still receive a cash dividend. To do this, simply call Cinergy
Shareholder Services and request a Certificate Safekeeping and
Authorization Form. Complete and return the form with your Cinergy Corp.
common stock certificate.
By using the Plan's share safekeeping service, you no longer bear the risk
associated with loss, theft or destruction of stock certificates. Also,
because shares deposited are treated in the same manner as shares purchased
through the Plan, they may be transferred or sold through the Plan. For tax
purposes, it is important that you keep records of the original purchase
price of these deposited shares for subsequent gain or loss calculations.
SHARE TRANSFERS
17. May participants assign or transfer all or a portion of their Plan
shares?
A participant may transfer the ownership of all or part of the shares held
in the participant's Plan account by submitting written transfer
instructions, which should include the name, address, and taxpayer
identification number of the transferee, and the appropriate Medallion
Signature Guarantee. Contact Cinergy Shareholder Services for specific
information regarding transfers.
18. If Plan shares are transferred to another person, will a stock
certificate be issued to the transferee?
No, unless specifically requested in writing. Shares so transferred will
continue to be held under the Plan. An account will be opened in the name
of the transferee, if he or she is not already a Plan participant, and such
transferee will automatically be enrolled in the Plan. All new accounts set
up through the transfer of Plan shares will be set up for full dividend
reinvestment until an Enrollment Form is received by Cinergy Shareholder
Services.
19. How will the transferor be advised of the transfer?
Cinergy Shareholder Services will provide a confirmation of transfer to the
participant who requested the transfer.
OBTAINING A STOCK CERTIFICATE
20. How may a participant request a certificate for Plan shares?
To obtain a certificate for some or all of your whole shares, simply send a
written request to Cinergy Shareholder Services to withdraw shares from the
Plan. Certificates for any number of whole Plan shares credited to a
participant's account will only be issued upon the written request of that
participant. This request should be faxed or mailed to Cinergy Shareholder
Services at the address shown under Question 1. Any remaining whole and
fractional Plan shares in the account of the participant will continue to
be held in the Plan. Certificates will not be issued for fractional shares.
TERMINATION OF PARTICIPATION
21. How may a participant terminate Plan participation?
You may terminate your participation in the Plan by sending written
instructions to Cinergy Shareholder Services. Upon termination, you must
elect to receive either a certificate for the number of whole shares held
in your Plan account and a check for the value of any fractional share, or
to have all of the shares in your Plan account sold for you as described
above in "Sale of Shares Through the Plan."
Any certificates issued upon termination will be issued in the name or
names in which the account is registered, unless otherwise instructed. If
the certificate is to be issued in a name other than the name or names on
your Plan account, your signature (and that of any co-owner) on the
instructions for transfer must be "Medallion Guaranteed" by a financial
institution participating in a Medallion Guarantee program. No certificates
will be issued for fractional shares. Cinergy Shareholder Services will
process notices of withdrawal and send proceeds to you as soon as
practicable, without interest.
STOCK SPLIT, STOCK DIVIDEND OR RIGHTS OFFERING
22. What happens if Cinergy Corp. issues a stock dividend or declares a
stock split?
Any shares of Cinergy Corp. common stock resulting from a stock dividend or
stock split will be distributed as follows:
(a) A stock dividend or stock split on Plan shares will be added
to the participant's account;
(b) A stock dividend or stock split on certificated shares will be
mailed to the participant in the same manner as to stockholders not
participating in the Plan.
23. If Cinergy Corp. has a rights offering, how will the rights on Plan
shares be handled?
In the event of a rights offering, you will receive rights based upon the
total number of whole shares of Cinergy Corp. common stock owned, that is,
the total number of shares registered in your name and the shares held in
your Plan account.
VOTING OF PLAN SHARES
24. How will shares held in the Plan be voted at meetings of shareholders?
Each participant will be sent a proxy card with respect to the
participant's total number of certificated and Plan shares. Such proxy will
be voted in accordance with the participant's instructions. If the proxy is
not voted prior to the meeting date, none of the shares will be included in
the vote.
CHANGES TO THE PLAN
25. May the Plan be changed or discontinued?
Cinergy Corp. reserves the right to suspend, terminate or modify the Plan
at any time. We will send Plan participants written notice of any material
changes.
LIMITATION OF LIABILITY
26. What are the responsibilities of Cinergy Corp. and Cinergy Shareholder
Services under the Plan?
Cinergy Corp. and Cinergy Shareholder Services (and their respective
agents, representatives, employees, officers, directors and subcontractors)
will not be liable for any act done in good faith or for any good faith
omission to act, including, without limitation, any claim of liability
arising out of failure to terminate a participant's account upon such
participant's death, loss or corruption of data, the price at which shares
are purchased or sold for the participant's account, the times when
purchases or sales are made, or fluctuations in the market value of Cinergy
Corp. common stock. The foregoing limitation of liability includes, without
limitation, any claim of liability arising from failure to terminate your
Plan account upon your death or with respect to the prices or times at
which shares of Cinergy Corp. common stock are purchased or sold for you,
or fluctuations in the market value of the Cinergy Corp. common stock. You
should recognize that the price of shares of Cinergy Corp. common stock
purchased and sold under the Plan will be determined by, and subject to,
market conditions, and neither Cinergy Corp. nor Cinergy Shareholder
Services can provide any assurance of a profit or protection against loss
on any shares of Cinergy Corp. common stock purchased or sold under the
Plan. This limitation of liability will not constitute a waiver by any
participant of his or her rights under the federal securities laws.
TAX CONSEQUENCES
27. What are the tax consequences of participation in the Plan?
Cinergy Corp. believes the following is an accurate summary of the federal
income tax consequences of participation in the Plan as of the date of this
prospectus. This summary may not reflect every possible situation that
could result from participation in the Plan, and, therefore, participants
in the Plan are advised to consult their own tax advisors with respect to
the tax consequences (including federal, state, local and other tax laws
and United States tax withholding laws) applicable to their particular
situations.
In general, the amount of cash dividends paid by Cinergy Corp. will be
includable in your income even though reinvested under the Plan. In the
case of persons whose dividends are subject to United States backup
withholding, Cinergy Shareholder Services will reinvest dividends less the
amount of tax required to be withheld. In the case of persons who are
subject to United States backup withholding, Cinergy Shareholder Services
will withhold tax from sales of shares through the Plan. In the case of
foreign shareholders whose dividends are subject to United States federal
withholding, Cinergy Shareholder Services will reinvest dividends less the
amount of tax required to be withheld. At the end of each calendar year,
you will receive an Information Return (Form 1099-DIV or 1042S) which
reflects the amount of dividends includable in income. For sales of shares
during a calendar year, you will receive an Information Return (Form
1099-B). The Plan must provide copies of these Information Returns to the
United States Internal Revenue Service. In the case of reinvested
dividends, when Cinergy Shareholder Services acquires shares for a person's
account directly from Cinergy Corp., the person must include in gross
income a dividend measured by the fair market value of the shares so
acquired. Alternatively, when Cinergy Shareholder Services purchases
Cinergy Corp. common stock for a participant's account on the open market
with reinvested dividends, the amount of dividends reported on the Form
1099-DIV will also include that portion of any brokerage commissions paid
by Cinergy Corp. that are attributable to the purchase of the person's
shares.
The cost basis for federal income tax purposes of any shares acquired
through the Plan will be the purchase price for the shares credited by
Cinergy Shareholder Services to your account as described in the section
entitled "How Shares are Purchased and Priced" plus the amount of any
brokerage commissions paid by Cinergy Corp. in respect to such purchase.
Your Plan activity statements will show such amounts paid on your behalf.
The above rules may not be applicable to certain persons, such as
tax-exempt entities (e.g., pension funds) and foreign shareholders. Such
persons should consult their own tax advisors concerning the tax
consequences applicable to their situations.
Although Cinergy Shareholder Services makes efforts to assist Plan
participants by providing periodic statements and other reports, Plan
participants have the ultimate responsibility for maintaining their own
records for tax and other purposes.
GOVERNING LAW
Delaware law governs the terms and conditions in this document, as well as
those that are described in detail on the Enrollment Form and account
statements.
USE OF PROCEEDS
Cinergy Corp. will receive proceeds from the purchase of common stock
pursuant to the Plan only to the extent that such purchases are made
directly from Cinergy Corp., and not from open market purchases by Cinergy
Shareholder Services. If purchases of Cinergy Corp. common stock are made
directly from Cinergy Corp., Cinergy Corp. intends to use the net proceeds
from the sales of such shares for general corporate purposes.
INDEPENDENT ACCOUNTANTS AND COUNSEL
Skadden, Arps, Slate, Meagher & Flom LLP has passed on the validity of the
shares of Cinergy Corp. common stock offered pursuant to the Plan.
The consolidated financial statements and schedules incorporated by
reference in this prospectus and elsewhere in the registration statement
have been audited by Arthur Andersen LLP, independent public accountants,
as indicated in their reports with respect thereto, and are included herein
in reliance upon the authority of said firm as experts in accounting and
auditing in giving said reports. Reference is made to said report, which
includes an explanatory paragraph with respect to the change in the method
of accounting for its energy trading and risk management activities in
1998, as discussed in Note 1 to the financial statements.
AVAILABLE INFORMATION
Cinergy Corp. is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information can be inspected and copied
at the Public Reference Room of the Commission at Room 1024, 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549 and at the regional
offices of the Commission located at 7 World Trade Center, 13th Floor,
Suite 1300, New York, New York 10048 and Suite 1400, Citicorp Center, 14th
Floor, 500 West Madison Street, Chicago, Illinois 66061. Information
concerning the operation of the Public Reference Room can be obtained by
calling the Commission at 1-800-SEC-0330. The Commission maintains an
Internet site that contains reports, proxy and information statements, and
other information regarding issuers that file electronically with the
Commission. The address of that site is http://www.sec.gov. Copies of such
material can also be obtained at prescribed rates by writing to the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Judiciary
Plaza, Washington, D.C. 20549. In addition, such reports, proxy statements
and other information can be inspected at the offices of the New York Stock
Exchange, Inc. 11 Wall Street, New York, New York 10005.
Cinergy Corp. has filed with the Commission a Registration Statement on
Form S-3 (together with any amendments thereto, the "Registration
Statement"), with respect to the securities offered hereby. This
prospectus, which constitutes a part of the Registration Statement, omits
certain information contained in the Registration Statement as permitted by
the rules and regulations of the Commission. For further information with
respect to Cinergy Corp. and the securities offered hereby, reference is
made to the Registration Statement and the exhibits, financial statements,
notes and schedules filed as a part thereof or incorporated by reference
therein, which may be inspected at the public reference facilities at the
addresses referenced above. Statements made in this prospectus concerning
the contents of any documents referred to herein are not necessarily
complete, and in each instance are qualified in all respects by reference
to the copy of such document filed as an exhibit to the Registration
Statement or incorporated by reference herein.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission pursuant to
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, 1999.
2. All other reports filed by the registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 1999.
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 Exchange Act 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.
You can obtain any of the filings incorporated by reference in this
document through us, or from the Commission through the Commission's web
site or at the Commission's address listed above. Documents incorporated by
reference are available from us without charge, excluding any exhibits to
those documents unless the exhibit is specifically incorporated by
reference in this prospectus by requesting them in writing or by telephone
from us at the following address and telephone number:
Cinergy Corp.
139 East Fourth Street
Cincinnati, OH 45202
(513) 287-2644
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR ANY OFFER TO
SELL OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY CIRCUMSTANCES
IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE OF THIS PROSPECTUS OR THAT THE INFORMATION HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
CINERGY CORP.
DIRECT STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
--------------------------
PROSPECTUS
--------------------------
DECEMBER 8, 2000
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the costs and expenses in connection with
the sale and distribution of the securities being registered, other than
underwriting discounts and commissions, all of which will be paid by
Cinergy Corp. All of the amounts shown are estimates except the Securities
and Exchange Commission registration fees.
TO BE PAID BY THE REGISTRANT
SEC Registration Fee $ 25,146
Accounting fees and expenses 7,500
Legal fees and expenses 20,000
Registrar and transfer agent's fees 0
Printing and engraving expenses 18,000
Miscellaneous expenses 22,150
---------
Total $ 92,796
ITEM 15. 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 16. EXHIBITS.
The following exhibits are filed with this Registration Statement:
Exhibit No. Description of Exhibit
----------- ----------------------
5.1 Opinion and Consent of Skadden, Arps, Slate, Meagher &
Flom LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Counsel (included in Exhibit 5.1 above)
24.1 Power of Attorney
ITEM 17. UNDERTAKINGS.
(a) The undersigned Company 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;
(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 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20% 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; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 Company
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, 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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company'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.
(c) The undersigned Company hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to
and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X are
not set forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer, or controlling person of the
Company 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 Company 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 Securities Act and will be governed by the final adjudication of
such issue.
(e) The undersigned Company hereby undertakes that:
(1) For the purposes of determining any liability under the
Securities Act, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of prospectus
filed by the Company pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of the
registration statement as of the time it was declared effective.
(2) For the purposes of determining any liability under the
Securities Act, each posteffective amendment that contains a form
of prospectus 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 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
December 7, 2000.
CINERGY CORP.
By: /s/ 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.
<TABLE>
<CAPTION>
SIGNATURES NAME AND TITLE DATE
<S> <C> <C>
(i) Principal executive officer: James E. Rogers December 7, 2000
Vice Chairman, President
and Chief Executive
/s/ James E. Rogers Officer
----------------------------------
(ii) Principal financial officer: Charles J. Winger December 7, 2000
Vice President and Acting
/s/ Charles J. Winger Chief Financial Officer
----------------------------------
(iii) Principal accounting officer: Bernard F. Roberts December 7, 2000
Vice President and
/s/ Bernard F. Roberts Comptroller
----------------------------------
(iv) Directors:
* James K. Baker Director December 7, 2000
* Michael G. Browning Director December 7, 2000
* Phillip R. Cox Director December 7, 2000
* John A. Hillenbrand II Director December 7, 2000
* George C. Juilfs Director December 7, 2000
* Thomas E. Petry Director December 7, 2000
* Jackson H. Randolph Director December 7, 2000
* James E. Rogers Director December 7, 2000
* Mary L. Schapiro Director December 7, 2000
* John J. Schiff, Jr. Director December 7, 2000
* Philip R. Sharp Director December 7, 2000
* Dudley S. Taft Director December 7, 2000
* Oliver W. Waddell Director December 7, 2000
*By: /s/ Jerome A. Vennemann
-----------------------------
Jerome A. Vennemann
Attorney-in-fact
</TABLE>
