Exhibit G
Form of Notice and Order Permitting Proxy Solicitation
Securities and Exchange Commission
(Release No. 35-_________)
Cinergy Corp., a Delaware corporation and registered public utility
holding company ("Cinergy"), at 139 East Fourth Street, Cincinnati, Ohio 45202,
has filed a declaration with the Commission under sections 6(a)(2) and 12(e) of
the Public Utility Holding Company Act of 1935, as amended ("Act"), and Rules
54, 62 and 65 thereunder requesting authority (1) to amend its certificate of
incorporation to issue preferred securities and (2) to solicit proxies from the
holders of its outstanding shares of common stock in connection therewith.
By order dated June 23, 2000 in File No. 70-9577 (HCAR No. 27190), the
Commission authorized Cinergy over a five-year period commencing with the date
of the Commission's order therein to engage in various financing transactions,
including issuing preferred securities, subject to the terms and conditions
specified in the order.
Under its certificate of incorporation, Cinergy is currently authorized
to issue one class of stock, namely, 600 million shares of common stock, $0.01
par value per share (the "Common Stock"), 158,967,661 shares of which were
issued and outstanding on October 31, 2000.
Cinergy intends to amend its certificate of incorporation to permit the
Company to issue preferred securities (the "Proposed Amendment"), in addition to
the Common Stock. Under the Delaware General Corporation Law, Cinergy may amend
its certificate of incorporation to create new classes of stock upon appropriate
action by the Board of Directors and shareholders duly adopting the proposed
amendment. In particular, in order for the Proposed Amendment to be duly
adopted, following adoption of the Proposed Amendment by Cinergy's Board of
Directors, not less than a majority of the outstanding shares of Common Stock
entitled to vote thereon must vote in favor of the Proposed Amendment.
Cinergy states that its Board of Directors will consider the Proposed
Amendment at a meeting scheduled to occur on December 14, 2000. Cinergy further
states that it anticipates that the Proposed Amendment will be submitted for
consideration by Cinergy's shareholders at the next annual meeting thereof,
scheduled to take place on or about May 1, 2001.
Fees and expenses in connection with the proposed transactions are
estimated to total approximately $158,500.
It appearing to the Commission that the Declaration to the extent that
it relates to the proposed solicitation of proxies should be permitted to become
effective immediately under Rule 62(d)Cinergy requests approval of the Proposed
Amendment,
IT IS THEREFORE ORDERED, that the Declaration, to the extent that it
relates to the proposed solicitation of proxies be, and it hereby is, permitted
to become effective immediately under Rule 62.
For the Commission, by the Division of Investment Management, pursuant
to delegated authority.
