UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-9C-3
QUARTERLY REPORT PURSUANT TO RULE 58
MARCH 31, 2000
CINERGY CORP.
139 EAST FOURTH STREET
CINCINNATI, OHIO 45202
*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. . . . . . . . . . . . . . . . . . . . . . 13
6a Financial Statements . . . . . . . . . . . . . . . . . . . . 14
6b Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . 15
<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
COMPANY ORGANIZATION ORGANIZATION SECURITIES HELD BUSINESS
----------- ------------ ------------ --------------- --------
NAME OF REPORTING COMPANY
(Indentation indicates subsidiary
relationship)
CINERGY CORP. ("CINERGY")
NTH POWER TECHNOLOGIES FUND II, L.P. (New)(1) Energy-Related 02/05/2000 California ** Investing in Utility
Related Technologies
CINERGY INVESTMENTS, INC. ("INVESTMENTS")
CINERGY SUPPLY NETWORK, INC. ("SUPPLY")(2) Energy-Related 01/14/1998 Delaware 100% Utility Materials
Brokering Services
RELIANT SERVICES, LLC ("RELIANT")(3) Energy-Related 06/25/1998 Indiana 50% Utility Facilities
Location and
Construction Services
CINERGY CAPITAL & TRADING, INC. Energy-Related 10/08/1992 Indiana 100% Marketing and Trading
("CAPITAL & TRADING")(4) Energy Commodities
CINCAP IV, LLC ("CINCAP IV")(5) Energy-Related 12/03/1997 Delaware 10% Marketing and Trading
Energy Commodities
CINCAP V, LLC ("CINCAP V") (6) Energy-Related 07/21/1998 Delaware 10% Marketing and Trading
Energy Commodities
CINERGY MARKETING & TRADING, LLC Energy-Related 10/27/1995 Delaware 100% Marketing and Trading
("MARKETING & TRADING") (7) Energy Commodities
CINPOWER I, LLC ("CINPOWER") (8) Energy-Related 06/12/1998 Delaware 100% Marketing and Trading
Energy Commodities
CINERGY ENGINEERING, INC. ("ENGINEERING") (9) Energy-Related 03/28/1997 Ohio 100% Engineering and Other
Technical Services
CINERGY TECHNOLOGY, INC. (10) Energy-Related 12/12/1991 Indiana 100% Commercialization of
Utility Technology
ENERTECH ASSOCIATES, INC. ("ENERTECH")* (11) Energy-Related 10/26/1992 Ohio 100% Utility Management
Consulting Services
CINERGY SOLUTIONS, INC. ("SOLUTIONS")
CINERGY CUSTOMER CARE, INC.* (12) Energy-Related 08/21/1998 Delaware 100% Billing Services
CINERGY EPCOM, LLC (13) Energy-Related 08/20/1999 Delaware 100% Utility Related
Engineering and Other
Services
CINERGY EPCOM COLLEGE PARK, LLC (14) Energy-Related 08/20/1999 Delaware 100% Utility Related
Engineering and Other
Services
CINERGY SOLUTIONS OF GOLDEN, INC.* (15) Energy-Related 03/22/1999 Delaware 100% Qualifying Facilities
CINERGY SOLUTIONS OF TUSCOLA, INC. (16) Energy-Related 10/13/1998 Delaware 100% Qualifying Facilities
ENERGY EQUIPMENT LEASING LLC* (17) Energy-Related 11/12/1998 Delaware 49% Leasing of Energy
Related Assets
TRIGEN-CINERGY SOLUTIONS LLC
("TRIGEN-CINERGY")(18) Energy-Related 02/18/1997 Delaware 50% Preliminary
Development of
Qualifying Facilities
TRIGEN-CINERGY SOLUTIONS OF ASHTABULA,
LLC (19) Energy-Related 06/02/1999 Delaware 49% Qualifying Facilities
TRIGEN-CINERGY SOLUTIONS OF BALTIMORE
LLC (20) Energy-Related 11/10/1998 Delaware 49% Qualifying Facilities
TRIGEN-CINERGY SOLUTIONS OF BOCA RATON
LLC (21) Energy-Related 09/04/1998 Delaware 51% Thermal Energy
TRIGEN-CINERGY SOLUTIONS OF CINCINNATI
LLC (22) Energy-Related 08/29/1997 Ohio 51% Chilled Water
TRIGEN-CINERGY SOLUTIONS OF COLLEGE PARK,
LLC (23) Energy-Related 02/18/1999 Delaware 49% Energy Services
TRIGEN-CINERGY SOLUTIONS OF DANVILLE
LLC* (24) Energy-Related 11/29/1999 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
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-CADENCE, INC. ("CINERGY-CADENCE")
(35) Energy-Related 12/27/1989 Indiana 100% Holds Investments'
19.1% Ownership
Interest in Cadence
CADENCE NETWORK, LLC ("CADENCE") (36) Energy-Related 09/03/1997 Delaware 19.1% Energy Management
Services and
Consulting Services
CINERGY GLOBAL RESOURCES, INC.
CINERGY GLOBAL POWER, INC.
CINERGY GLOBAL SAN GORGONIO, INC. Energy-Related 10/13/1998 Delaware 100% Holds 50% Ownership
("SAN GORGONIO") (37) Interest in
San Gorgonio
Westwinds II, LLC
SAN GORGONIO WESTWINDS II, LLC Energy-Related 10/13/1998 California 50% Qualifying Facility
("WESTWINDS") (38)
<FN>
* Inactive
** Cinergy holds a 28.29% 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) Engineering is in the business of marketing various utility-related
engineering services.
(10) Cinergy Technology, Inc. is devoted to developing commercial
utility-related technology.
(11) Enertech has been inactive since 1995.
(12) Cinergy Customer Care, Inc. was formed to provide certain utility billing
and/or call center services.
(13) Cinergy EPCOM, LLC was formed in the third quarter 1999, to market various
utility-related engineering, procurement, construction, operation and
maintenance functions.
(14) Cinergy EPCOM College Park, LLC was formed in the third quarter 1999, to
perform various utility-related engineering, procurement, construction,
operation and maintenance functions at the University of Maryland.
(15) Cinergy Solutions of Golden, Inc. was formed to acquire existing
cogeneration assets.
(16) Cinergy Solutions of Tuscola, Inc. oversees the operations and staffing of
a combined heat and power plant in Tuscola, Illinois.
(17) Energy Equipment Leasing LLC was formed to lease, sell, or finance energy
related equipment.
(18) 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).
(19) Trigen-Cinergy Solutions of Ashtabula, LLC was formed to develop,
construct, operate, and maintain energy facilities located in Ashtabula,
Ohio, and to sell associated electricity and other energy-related products
and services.
(20) Trigen-Cinergy Solutions of Baltimore LLC was formed to develop, construct,
operate, and maintain energy facilities located in Baltimore, Maryland, and
to sell associated electricity and other energy-related products and
services.
(21) 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.
(22) Trigen-Cinergy Solutions of Cincinnati LLC owns and operates a district
cooling business in downtown Cincinnati, Ohio.
(23) 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.
(24) Trigen-Cinergy Solutions of Danville LLC was formed to acquire existing
cogeneration assets.
(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 sell associated electricity and thermal energy products and
services.
(35) Cinergy-Cadence holds Investments' one-third ownership interest in Cadence.
(36) Cadence markets energy management and related consulting services to
commercial customers that operate retail facilities in multiple locations
across the country.
(37) San Gorgonio holds a 50% interest in San Gorgonio Westwinds II, LLC.
(38) 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>
Associate Company Energy-Related Type of Net Change in
Advancing Funds Company Receiving Funds Transaction Borrowings/Contributions
(in thousands)
Investments Supply Open account repayment $ (240)
Investments Reliant Services, LLC Open account advance 2,801
Investments Capital & Trading Open account repayment (1,618)
Investments Engineering Open account advance 1
Investments Technology Open account advance 214
Investments Enertech Open account advance 219
Capital & Trading CinCap IV Open account advance 187
Capital & Trading CinCap V Open account repayment (204)
Capital & Trading Marketing & Trading Open account repayment (1,812)
Capital & Trading CinPower Open account advance 286
Solutions Cinergy EPCOM, LLC Open account advance 1,229
Solutions Cinergy EPCOM College Park, LLC Open account advance 138
Solutions Cinergy Solutions of Tuscola, Inc. Open account advance 4,740
Solutions Trigen-Cinergy Open account advance 683
Solutions Trigen-Cinergy Solutions of Ashtabula, LLC Open account advance 4,806
Solutions Trigen-Cinergy Solutions of Baltimore, LLC Open account advance 5,634
Solutions Trigen-Cinergy Solutions of Boca Raton, LLC Open account advance 13
Solutions Trigen-Cinergy Solutions of Cincinnati, LLC Open account advance 458
Solutions Trigen-Cinergy Solutions of College Park, LLC Open account advance 351
Solutions Trigen-Cinergy Solutions of Orlando LLC Open account advance 19
Solutions Trigen-Cinergy Solutions of Rochester LLC Open account advance 1,553
Solutions Trigen-Cinergy Solutions of Tuscola Open account advance 306
Cinergy-Cadence Cadence Capital contribution 165
Cinergy Global Power, Inc. San Gorgonio Capital contribution 821
Cinergy Nth Power Technologies Fund II, L.P. Capital contribution 10,000
<FN>
* Item 2 excludes a net increase in guarantees issued on behalf of
energy-related companies by Cinergy or its subsidiaries during the first
quarter of 2000 totaling approximately $42 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
Associate Utility Direct Indirect Total
Reporting Company Company Receiving Types of Services Costs Costs Cost of Amount
Rendering Services (1) Service Rendered Charged Charged Capital Billed
(in thousands)
Reliant Services, Inc. The Cincinnati Gas Line Locating and $367 $ 73 $ 20 $460
& Electric Company Underground
Construction Services
Reliant Services, Inc. PSI Energy, Inc. Line Locating and 453 90 25 568
Underground
Construction Services
Reliant Services, Inc. The Union Light, Line Locating and 24 5 1 30
Heat and Power Underground
Company Construction Services
<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>
ITEM 3. ASSOCIATE TRANSACTIONS
(CONTINUED)
PART II - TRANSACTIONS PERFORMED BY ASSOCIATE UTILITY COMPANIES ON BEHALF OF
REPORTING COMPANIES
Associate Utility Reporting Company Types of Total
Company Rendering Receiving Services Amount
Services (1) Services Rendered Billed
- ----------------- ----------------- -------- ------
PSI Energy, Inc. Cinergy EPCOM, LLC Engineering and $118
Construction Services
PSI Energy, Inc. Cinergy Solutions Specialized 51
Tuscola, Inc. Maintenance Services
The Cincinnati Gas Cinergy EPCOM, LLC Engineering and 199
& Electric Company Construction Services
(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).
<PAGE>
ITEM 4. SUMMARY OF AGGREGATE INVESTMENT
March 31, 2000
(in thousands)
Investments in Energy-Related Companies:
Total consolidated capitalization of Cinergy as of
March 30, 2000 $6,478,798
Total capitalization multiplied by 15% $971,820
Greater of $50 million or total capitalization
multiplied by 15% 971,820
Total current aggregate investment subsequent to
March 24, 1997 (categorized by major line of
energy-related business):
ENERGY-RELATED BUSINESS CATEGORY "I" (1) 4,698
ENERGY-RELATED BUSINESS CATEGORY "II" (2) 14,248
ENERGY-RELATED BUSINESS CATEGORY "V" (3) 327,671
ENERGY-RELATED BUSINESS CATEGORY "VI" (4) 14,517
ENERGY-RELATED BUSINESS CATEGORY "VII" (5) 22,803
ENERGY-RELATED BUSINESS CATEGORY "VIII" (6) 50,397
------
TOTAL CURRENT AGGREGATE INVESTMENT 434,334
-------
Difference between the greater of $50 million
or 15% of capitalization and the total
aggregate investment of the registered holding
company system $537,486
========
(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-Related Other Investment in Last Other Investment in This Reason for Difference
Business U-9C-3 Report U-9C-3 Report in 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: May 25, 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 fourth quarter of 1999 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
