-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VZusRLhHbj5urd22g3i9nVy6kgbvUh52h8tRU4ctzDNWn8zFXJMXG3PVP9BQ0Mre tDsZ3jT2OunSlV0nb8cnxg== 0000899652-02-000107.txt : 20020916 0000899652-02-000107.hdr.sgml : 20020916 20020916161035 ACCESSION NUMBER: 0000899652-02-000107 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020916 FILER: 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: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11377 FILM NUMBER: 02764996 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 8-A12B/A 1 form8aa.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CINERGY CORP. (Exact name of Registrant as specified in its charter) DELAWARE 31-1385023 (State of (IRS Employer Identification No.) Incorporation) 139 EAST FOURTH STREET CINCINNATI, OHIO 45202 (Address of principal executive offices, including zip code) Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered - ------------------- ------------------------------ Common Stock Purchase Rights New York Stock Exchange If this form relates to the If this form relates to the registration of a class of securities registration of a class of securities pursuant to Section 12(b) of the pursuant to Section 12(g) of the Exchange Act and is effective Exchange Act and is effective pursuant to General Instruction A.(c), pursuant to General Instruction A.(d), please check the following box.|X| please check the following box. |_| Securities Act registration statement file number to which this form relates: N/A Securities to be registered pursuant to Section 12(g) of the Act: None (Title of Class) Item 1. Description of Registrant's Securities to be Registered. Cinergy Corp., a Delaware corporation (the "Company"), and The Fifth Third Bank, an Ohio banking corporation, as Rights Agent (the "Rights Agent"), entered into a First Amendment to Rights Agreement, dated August 28, 2002 effective September 16, 2002 (the "Amendment"), amending the Rights Agreement, dated as of October 16, 2000, between the Company and the Rights Agent (the "Rights Agreement"), in order to amend the Rights Agreement to provide that the "Final Expiration Date" be the close of business on September 16, 2002. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 4.2 and is incorporated herein by reference, and to the Rights Agreement which was attached as Exhibit 1 to the Form 8-A filed by the Company on October 16, 2000 and is incorporated herein by reference. Item 2. Exhibits. 4.1 Rights Agreement, dated as of October 16, 2000, between Cinergy Corp. and The Fifth Third Bank, as Rights Agent (filed as Exhibit 1 to the Form 8-A of the Company (File No. 1-11377) filed on October 16, 2000 and incorporated herein by reference). 4.2 First Amendment to Rights Agreement, dated August 28, 2002 effective September 16, 2002, between Cinergy Corp. and The Fifth Third Bank, as Rights Agent (filed herewith). SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: September 16, 2002 CINERGY CORP. By:/s/Jerome A. Vennemann Name: Jerome A. Vennemann Title: Vice President, General Counsel and Assistant Corporate Secretary EXHIBIT INDEX Exhibit No. Description 4.1 Rights Agreement, dated as of October 16, 2000, between Cinergy Corp. and The Fifth Third Bank, as Rights Agent (filed as Exhibit 1 to the Form 8-A of the Company (File No. 1-11377) filed on October 16, 2000 and incorporated herein by reference). 4.2 First Amendment to Rights Agreement, dated August 28, 2002 effective September 16, 2002, between Cinergy Corp. and The Fifth Third Bank, as Rights Agent (filed herewith). EX-4 2 amendment.txt FIRST AMENDMENT TO RIGHTS AGREEMENT This First Amendment to Rights Agreement (this "First Amendment") is entered into by and between Cinergy Corp., a Delaware corporation (the "Company"), and The Fifth Third Bank, an Ohio banking corporation, as Rights Agent (the "Rights Agent"), on this 28th day of August, 2002, at the direction of the Company. WHEREAS, the Company and the Rights Agent have entered into that certain Rights Agreement, dated as of October 16, 2000 (the "Rights Agreement"); and WHEREAS, on August 28, 2002, the Board of Directors of the Company determined to amend the Rights Agreement and directed the Rights Agent to enter into this First Amendment. NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto do hereby agree as follows: 1. Section 7(a)(i) of the Rights Agreement is hereby deleted and the following new Section 7(a)(i) is inserted in lieu thereof: "(i) the Close of Business on September 16, 2002 , or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the Board, the "Final Expiration Date"), or" 2. Except as amended by this First Amendment, the Rights Agreement shall continue in full force and effect as originally executed and delivered. 3. Any reference in the Rights Agreement to the "Agreement" or the "Rights Agreement" shall refer to the Rights Agreement as amended by this First Amendment. 4. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to those terms in the Rights Agreement. 5. This First Amendment shall be governed and construed in accordance with the laws of the State of Delaware. 6. This First Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties have executed this First Amendment as of the date written above. Attest: CINERGY CORP. By: /s/ Karla Kennedy By: /s/ Jerome A. Vennemann Name: Karla Kennedy Name: Jerome A. Vennemann Title: Administrator Coord. Title: Vice President, General Counsel and Assistant Corporate Secretary Attest: THE FIFTH THIRD BANK By: /s/ Jacqueline M. Dever By: /s/ Geoffrey D. Anderson Name: Jacqueline M. Dever Name: Geoffrey D. Anderson Title: AVP & Senior Trust Officer Title: Assistant Vice President -----END PRIVACY-ENHANCED MESSAGE-----