0001104659-05-003111.txt : 20120629 0001104659-05-003111.hdr.sgml : 20120629 20050128162558 ACCESSION NUMBER: 0001104659-05-003111 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050128 DATE AS OF CHANGE: 20050128 GROUP MEMBERS: CINERGY TECHNOLOGIES, INC. GROUP MEMBERS: CINERGY VENTURES II, LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CINERGY CORP CENTRAL INDEX KEY: 0000899652 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 311385023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 139 E FOURTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5132872644 MAIL ADDRESS: STREET 1: 139 E FOURTH STREET STREET 2: P.O BOX 960 CITY: CINCINATI STATE: OH ZIP: 45202 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELECTRIC CITY CORP CENTRAL INDEX KEY: 0001065860 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] IRS NUMBER: 364197337 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58763 FILM NUMBER: 05558558 BUSINESS ADDRESS: STREET 1: 1280 LANDMEIER ROAD CITY: ELK GROVE STATE: IL ZIP: 60007 BUSINESS PHONE: 8474371666 MAIL ADDRESS: STREET 1: 1280 LANDMEIER ROAD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007 SC 13D/A 1 a05-1571_1sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549



	SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Electric City Corp.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

284868106

(CUSIP Number)

Marc E. Manly

Executive Vice President and Chief Legal Officer

Cinergy Corp.

139 E. Fourth Street

Cincinnati, OH 45202

(513) 421-9500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 27, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 284868106

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Cinergy Ventures II, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions) Not Applicable
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) Not Applicable

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o Not Applicable

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 4,077,808

			8.	Shared Voting Power Not Applicable

			9.	Sole Dispositive Power 4,077,808

			10.	Shared Dispositive Power Not Applicable

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,077,808

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o Not Applicable

	13.	Percent of Class Represented by Amount in Row (11) 9.0%

	14.	Type of Reporting Person (See Instructions) OO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Cinergy Technologies, Inc.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions) Not Applicable
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) Not Applicable

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o Not Applicable

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 4,077,808

			8.	Shared Voting Power Not Applicable

			9.	Sole Dispositive Power 4,077,808

			10.	Shared Dispositive Power Not Applicable

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,077,808

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o Not Applicable

	13.	Percent of Class Represented by Amount in Row (11) 9.0%

	14.	Type of Reporting Person (See Instructions) CO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Cinergy Corp.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions) Not Applicable
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) Not Applicable

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o Not Applicable

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 4,077,808

			8.	Shared Voting Power Not Applicable

			9.	Sole Dispositive Power 4,077,808

			10.	Shared Dispositive Power Not Applicable

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,077,808

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o Not Applicable

	13.	Percent of Class Represented by Amount in Row (11) 9.0%

	14.	Type of Reporting Person (See Instructions) CO

This Amendment No. 2 (this “Amendment”) to Schedule 13D, which was originally filed on July 8, 2003, and amended on March 19, 2004 (the “Original Schedule 13D”), relating to the Common Stock of Electric City Corp., a Delaware corporation (the “Company”), is being filed by Cinergy Ventures II, LLC (“Cinergy Ventures”), Cinergy Technologies, Inc. (“Cinergy Technologies”) and Cinergy Corp. (“Cinergy”), with Cinergy Ventures, Cinergy Technologies and Cinergy being sometimes referred to hereinafter as the “Reporting Persons.” Except as set forth in this Amendment, the information contained in the Original Schedule 13D has not changed.

This Amendment is being filed in connection with a sale of a warrant to purchase 1,500 shares of Series E Preferred Stock of the Company by Cinergy Ventures to John Donohue (the “Warrant Sale Transaction”). A copy of the Form of Assignment Form between Cinergy Ventures II, LLC and John Donohue is filed with this Amendment as Exhibit 99.3 and is incorporated herein by reference.

Item 4.	Purpose of Transaction

Cinergy Ventures sold a warrant to purchase 1,500 shares of Series E Preferred Stock of the Company for $1,000.00.

Cinergy Ventures expects to evaluate on a continuing basis its goals and objectives with respect to its investment in the Company, the Company’s business operations and prospects, and general economic and equity market conditions. Based on such evaluations, Cinergy Ventures may from time to time in the future (1) convert the shares of Series E Preferred Stock beneficially owned by it into Common Stock, or (2) exercise its Warrants to purchase shares of Common Stock. Cinergy Ventures may make additional purchases of Common Stock or other securities of the Company at any time or from time to time. Cinergy Ventures may also at any time or from time to time, subject to the terms of its agreements with the Company and the other investors described below, sell all or a portion of the Common Stock or other securities of the Company that it beneficially owns either in private placements, in the open market

pursuant to Rule 144 or registrations effected by the Company for Cinergy Ventures and/or the other investors pursuant to the Amended and Restated Investor Rights Agreement, and/or pursuant to available exemptions from the registration requirements of the Securities Act of 1933.

Item 5.	Interest in Securities of the Issuer

(a)-(c) As of December 27, 2004, prior to the completion of the Warrant Sale Transaction, Cinergy Ventures beneficially owned 4,227,808 shares of Common Stock of the Company, on an as converted basis, through the following holdings:

• 32,619 shares of Series E Preferred Stock, which are convertible into shares of Common Stock on a 100-for-one basis;

• 1,500 Warrants to purchase 1,500 shares of Series E Preferred Stock;

• Warrants to purchase 684,375 shares of Common Stock;

• Options to purchase 58,334 shares of Common Stock; and

• 73,199 shares of Common Stock.

In connection with the Warrant Sale Transaction, the Company sold a warrant to purchase 1,500 shares of Series E at a price of $1,000.00.

Following the completion of the Warrant Sale Transaction, Cinergy Ventures beneficially owns 4,077,808 shares of Common Stock of the Company, on an as converted basis, through the following holdings:

• 32,619 shares of Series E Preferred Stock, which are convertible into shares of Common Stock on a 100-for-one basis;

• Warrants to purchase 684,375 shares of Common Stock;

• Options to purchase 58,334 shares of Common Stock; and

• 73,199 shares of Common Stock.

Based on the 41,613,721 outstanding shares of Common Stock of the Company as of September 30, 2004, as reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004, the shares of Common Stock beneficially owned by Cinergy Ventures represent approximately 9.0% of the Company’s outstanding shares of Common Stock. Cinergy Ventures has the sole power to vote or direct the vote and to dispose or direct the disposition of each of the 4,077,808 shares of Common Stock beneficially owned by it. No other person has the sole or shared power to vote or direct the vote or dispose or direct the disposition of any shares of Common Stock beneficially owned by Cinergy Ventures.

(d) No person other than Cinergy Ventures has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Cinergy Ventures.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Cinergy Ventures continues to be a party to the Amended and Restated Stockholders Agreement, Amended and Restated Investor Rights Agreement and Amended and Restated Stock Trading Agreement as described in the Original Schedule 13D and included as exhibits thereto.

Item 7.	Material to Be Filed as Exhibits

99.1	Schedule of Directors and Executive Officers of the Reporting Persons.

99.2	Joint Filing Agreement (incorporated by reference to Exhibit 7 of the Original Schedule 13D).

99.3	Form of Assignment Form between Cinergy Ventures II, LLC and John Donohue.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

January 28, 2005	CINERGY VENTURES II, LLC

	By:	/s/ Julia S. Janson
	Name: Julia S. Janson
	Title: Corporate Secretary

	CINERGY TECHNOLOGIES, INC.

	By:	/s/ Julia S. Janson
	Name: Julia S. Janson
	Title: Corporate Secretary

	CINERGY CORP.

	By:	/s/ Julia S. Janson
	Name: Julia S. Janson
	Title: Corporate Secretary

EX-99.1 2 a05-1571_1ex99d1.htm EX-99.1

Exhibit 99.1

The name, business address, present principal occupation or employment and the name, principal business address of any corporation or other organization in which such employment is conducted, of each of (i) the members of the board of directors and executive officers of Cinergy Ventures II, LLC, (ii) the members of the board of directors and executive officers of Cinergy Technologies, Inc., and (iii) the members of the board of directors and executive officers of Cinergy Corp. are set forth below. Unless otherwise indicated, the business address of each of the directors or executive officers is that of Cinergy Corp. at 139 E. Fourth Street, Cincinnati, OH 45202. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to the individual’s occupation at Cinergy Corp.

(i) Cinergy Ventures II, LLC

Name	Capacity in Which Serves at Ventures	Principal Occupation
Michael J. Cyrus	Executive Vice President	Executive Vice President and Chief Executive Officer of the Regulated Business Unit
R. Foster Duncan	Executive Vice President	Executive Vice President and Chief Executive Officer of the Commercial Business Unit
Lynn J. Good	Vice President and Comptroller	Vice President and Controller
William J. Grealis	President	Executive Vice President
Julia S. Janson	Secretary and Chief Compliance Officer	Secretary and Chief Compliance Officer
Marc E. Manly	Executive Vice President and Chief Legal Officer	Executive Vice President, Chief Legal Officer and Assistant Secretary
Theodore R. Murphy II	Senior Vice President and Chief Risk Officer	Senior Vice President and Chief Risk Officer
Frederick J. Newton III	Executive Vice President and Chief Administrative Officer	Executive Vice President and Chief Administrative Officer
Ronald R. Reising	Vice President and Chief Procurement Officer	Vice President and Chief Procurement Officer
James L. Turner	Executive Vice President and Chief Financial Officer	Executive Vice President and Chief Financial Officer

(ii) Cinergy Technologies, Inc.

Name	Capacity in Which Serves at Technologies	Principal Occupation
William J. Grealis	Director and President	Executive Vice President
James E. Rogers	Director	President, Chief Executive Officer and Chairman
James L. Turner	Director and Executive Vice President and Chief Financial Officer	Executive Vice President and Chief Financial Officer
Michael J. Cyrus	Executive Vice President	Executive Vice President and Chief Executive Officer of the Regulated Business Unit
R. Foster Duncan	Executive Vice President	Executive Vice President and Chief Executive Officer of the Commercial Business Unit
Lynn J. Good	Vice President and Comptroller	Vice President and Controller

Julia S. Janson	Secretary and Chief Compliance Officer	Secretary and Chief Compliance Officer
Marc E. Manly	Executive Vice President and Chief Legal Officer	Executive Vice President, Chief Legal Officer and Assistant Secretary
Theodore R. Murphy II	Senior Vice President and Chief Risk Officer	Senior Vice President and Chief Risk Officer
Frederick J. Newton III	Executive Vice President and Chief Administrative Officer	Executive Vice President and Chief Administrative Officer
Ronald R. Reising	Vice President and Chief Procurement Officer	Vice President and Chief Procurement Officer

(iii) Cinergy Corp.

Name	Capacity in Which Serves at Cinergy	Business Address	Principal Occupation
James E. Rogers	Director	139 E. Fourth St. Cincinnati, OH 45202	President, Chief Executive Officer and Chairman of the Board of Cinergy Corp.
Michael G. Browning	Director	Browning Investments, Inc. 251 N. Illinois Indianapolis, IN	Chairman and President of Browning Investments, Inc.
Phillip R. Cox	Director	Cox Financial Corp. 105 E. 4^th Street Cincinnati, OH	President and Chief Executive Officer of Cox Financial Corporation
George C. Juilfs	Director	SENCORP 1 Riverfront Pl. #1000 Newport, KY	Chairman and Chief Executive Officer of SENCORP
Thomas E. Petry	Director	The Union Central Life Insurance Company	Director of The Union Central Life Insurance Company
Mary L. Schapiro	Director	NASD Regulation, Inc. 1735 K Street, N.W. Washington, D.C.	Vice Chairman of NASD and President of Regulatory Policy and Oversight
John J. Schiff, Jr.	Director	Cincinnati Financial Corporation 6200 South Gilmore Rd. Fairfield, OH	Chairman, President and Chief Executive Officer of Cincinnati Financial Corporation and The Cincinnati Insurance Company
Philip R. Sharp	Director	John F. Kennedy School of Government Harvard University Cambridge, MA	Senior Research Fellow at Harvard University’s John F. Kennedy School of Government
Dudley S. Taft	Director	Taft Broadcasting Company 312 Walnut Street Cincinnati, OH	President and Chief Executive Officer of Taft Broadcasting Company
Michael J. Cyrus		139 E. Fourth St. Cincinnati, OH 45202	Executive Vice President and Chief Executive Officer of the Regulated Business Unit

R. Foster Duncan	139 E. Fourth St. Cincinnati, OH 45202	Executive Vice President and Chief Executive Officer of the Commercial Business Unit
Gregory C. Ficke	139 E. Fourth St. Cincinnati, OH 45202	President, The Cincinnati Gas & Electric Company
Lynn J. Good	139 E. Fourth St. Cincinnati, OH 45202	Vice President and Controller
William J. Grealis	139 E. Fourth St. Cincinnati, OH 45202	Executive Vice President
Julia S. Janson	139 E. Fourth St. Cincinnati, OH 45202	Secretary and Chief Compliance Officer
Marc E. Manly	139 E. Fourth St. Cincinnati, OH 45202	Executive Vice President, Chief Legal Officer and Assistant Secretary
Theodore R. Murphy II	139 E. Fourth St. Cincinnati, OH 45202	Senior Vice President and Chief Risk Officer
Frederick J. Newton III	139 E. Fourth St. Cincinnati, OH 45202	Executive Vice President and Chief Administrative Officer
Kay E. Pashos	139 E. Fourth St. Cincinnati, OH 45202	President, PSI Energy, Inc.
Ronald R. Reising	139 E. Fourth St. Cincinnati, OH 45202	Vice President and Chief Procurement Officer
James L. Turner	139 E. Fourth St. Cincinnati, OH 45202	Executive Vice President and Chief Financial Officer

Item 2(d): To the knowledge of Ventures, none of Ventures, Technologies or Cinergy, or any of the individuals identified in this Schedule I has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

Item 2(e): To the knowledge of Ventures, none of Ventures, Technologies or Cinergy, or any of the individuals identified in this Schedule I has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 2(f): Each of the individuals identified in this Schedule I is a citizen of the United States of America.

EX-99.3 3 a05-1571_1ex99d3.htm EX-99.3

Exhibit 99.3

Form of Assignment Form

[To be executed upon assignment of Warrants]

The undersigned hereby assigns and transfers unto John Dohonue, whose Social Security Number is [ ] and whose record address is [ ] the rights represented by the attached Warrant Certificate with respect to 1,500 Warrants to which the attached Warrant Certificate relates, and irrevocably appoints Jeffrey Mistarz as agent to transfer this security on the books of the Company. Such agent may substitute another to act for such agent.

			Signature:



			(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate)

			Signature Guarantee:




Date:

(Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 2)*

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 2)*