-----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, ToM0nYgO1hkFFaZZLIbGP6Zj1f5jw48ldQWUKFLqpBQAErXfiEtQJrAEKJCFw+Z7 H8UCGUGPC12y0vVobppKcg== 0000899652-05-000067.txt : 20050215 0000899652-05-000067.hdr.sgml : 20050215 20050215163614 ACCESSION NUMBER: 0000899652-05-000067 CONFORMED SUBMISSION TYPE: U-1 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20050215 DATE AS OF CHANGE: 20050215 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: U-1 SEC ACT: 1935 Act SEC FILE NUMBER: 070-10287 FILM NUMBER: 05617598 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 U-1 1 infrastructureu1.txt As filed with the Securities and ExchangeCommission on February 15, 2005. File No. 070-_____ SECURITIES AND EXCHANGE COMMISSION 450 FIFTH STREET WASHINGTON, D.C. 20549 ------------------------------------------ APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 -------------------------------------------- Cinergy Corp. 139 East Fourth Street Cincinnati, Ohio 45202 (Name of company filing this statement and address of principal executive offices) --------------------------------------------- Cinergy Corp. (Name of top registered holding company) --------------------------------------------- Gregory C. Wolf Vice President Cinergy Ventures LLC 105 East Fourth Street Cincinnati, Ohio 45202 (Name and address of agent for service) ----------------------------------------------- Please direct communications to: George Dwight II Associate General Counsel Willliam C. Weeden Cinergy Corp Skadden Arps Slate Meagher & Flom 139 East Fourth Street, 25AT 1400 New York Avenue, N.W. Street Cincinnati, Ohio 45202 Washington, DC 20005 513-287-2643 (ph) 202-371-7877 (ph) 513-287-3810 (f) 202-371-7012 (f) gdwight@cinergy.com wweeden@skadden.com Item 1. Description of Proposed Transactions A. Overview Cinergy Corp. ("Cinergy" or "Applicant"), a Delaware corporation and registered holding company under the Public Utility Holding Company Act of 1935, as amended (the "Act"), requests authority to invest, directly or indirectly through one or more subsidiaries, up to $100 million (including existing investments, the "Investment Cap") from time to time through December 31, 2008 ("Authorization Period"), in new or existing non-utility companies ("IS Subsidiaries") that derive or will derive substantially all of their operating revenues from the sale of Infrastructure Services (as hereinafter defined) both within and outside the United States. The foregoing notwithstanding, pending completion of the record, Cinergy requests that the Commission reserve jurisdiction over Cinergy's proposal to invest in any IS Subsidiary that derives or will derive a substantial portion of its operating revenues from the sale of Infrastructure Services outside the United States. The authority requested herein is necessary to enable Cinergy to continue to operate and grow the Infrastructure Services businesses previously authorized by the Commission, under an order expiring on April 1, 2005. B. Cinergy Cinergy directly or indirectly owns all the outstanding common stock of public utility companies operating in Ohio, Indiana and Kentucky, the most significant of which are PSI Energy, Inc. ("PSI") and The Cincinnati Gas & Electric Company ("CG&E"). PSI is a vertically integrated electric utility operating in Indiana, serving more than 700,000 customers in portions of 69 of the state's 92 counties. CG&E is a combination electric and gas public utility holding company exempt from registration pursuant to Rule 2(b) that provides electric and gas service in the southwestern portion of Ohio. CG&E's principal subsidiary is The Union Light, Heat and Power Company, which provides electric and gas service in northern Kentucky. Cinergy also owns numerous nonutility subsidiaries engaged in businesses authorized under the Act, by Commission order or otherwise, including IS Subsidiaries (pursuant to the 2002 order described below), "exempt wholesale generators," as defined in Section 32 of the Act ("EWGs"), "foreign utility companies," as defined in Section 33 of the Act ("FUCOs"), "exempt telecommunications companies," as defined in Section 34 of the Act ("ETCs"), and "energy-related companies," as defined in Rule 58. As of and for the nine months ended September 30, 2004, Cinergy reported consolidated total assets of approximately $14.2 billion and consolidated total operating revenues of approximately $3.5 billion. For further information regarding Cinergy, reference is made to Cinergy's Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, June 30 and September 30, 2004 and Cinergy's 2003 Annual Report on Form 10-K. C. 2002 Order By order dated October 23, 2002 in File No. 70-10015, HCAR No. 27581 ("2002 Order"), the Commission authorized Cinergy to invest up to $500 million through March 31, 2005 in IS Subsidiaries, while reserving jurisdiction over investments by Cinergy in IS Subsidiaries providing Infrastructure Services outside the United States. As defined in the 2002 Order, and for purposes of the authority requested hereby, "Infrastructure Services" include design, construction (as defined in Rule 80(c)), retrofit and maintenance of utility transmission and distribution systems; substation construction; installation and maintenance of natural gas pipelines and laterals, water and sewer pipelines, and underground and overhead telecommunications networks; and installation and servicing of meter reading devices and related communications networks, including fiber optic cable; provided, however, that Infrastructure Services would under no circumstances include the acquisition or ownership of "utility assets" within the meaning of Section 2(a)(18) of the Act.1 Currently, Cinergy has four IS Subsidiaries (see the organizational chart filed herewith): Cinergy Supply Network, Inc., a Delaware corporation ("CSN"), which does not engage in an active business but rather is solely a holding company for Cinergy's other IS Subsidiaries.2 Reliant Services, LLC ("Reliant"), an Indiana limited liability company owned jointly and equally by CSN and a subsidiary of Vectren Corporation. Reliant provides line locating and meter reading services to utilities and through its wholly-owned indirect subsidiary, Miller Pipeline Corporation, installs, repairs and maintains underground pipelines used in natural gas, water and sewer systems. Reliant operates throughout the United States with its customer base primarily concentrated in the Midwest. MP Acquisition Corp., an Indiana corporation ("MP"), is a direct wholly-owned subsidiary of Reliant that engages in no active business but rather is solely a holding company for Miller Pipeline Corporation. Miller Pipeline Corporation, an Indiana corporation ("Miller Pipeline"). A direct wholly-owned subsidiary of MP, Miller Pipeline installs, repairs and maintains underground pipelines used in natural gas, water and sewer systems. Miller Pipeline operates throughout the United States with its customer base primarily concentrated in the Midwest. At September 30, 2004, Cinergy had invested a total of approximately $29 million in its IS Subsidiaries. D. Requested Authority Cinergy requests authority to invest, directly or indirectly through one or more subsidiaries, from time to time over the Authorization Period, in IS Subsidiaries (including those described above) in an amount not to exceed the Investment Cap. The Investment Cap would include Cinergy's existing investments in IS Subsidiaries on the date of the Commission's order herein (as noted above, at September 30, 2004 Cinergy had invested approximately $29 million in IS Subsidiaries). Pending completion of the record, Cinergy requests that the Commission reserve jurisdiction over any such investment where the IS Subsidiary derives or will derive substantially all of its operating revenues from the sale of Infrastructure Services outside the United States. Investments in any IS Subsidiary may take the form of an acquisition, directly or indirectly, of the stock or other equity securities of a new subsidiary or of an existing company and any subsequent purchases of additional equity securities and any loans or cash capital contributions to any such company. In addition, any guarantee provided by Cinergy in respect of any payment or performance obligation of any IS Subsidiary will be counted against the Investment Cap. Cinergy will fund investments in IS Subsidiaries using available cash or the proceeds of financings, as authorized in File No. 70-9577 (HCAR No. 27190, dated June 23, 2000) or any supplemental or superseding financing order issued to Cinergy during the Authorization Period. Cinergy will not seek recovery through higher rates to its utility subsidiaries' customers for any losses Cinergy may sustain, or any inadequate returns it may realize, in respect of its investments in IS Subsidiaries. Any Infrastructure Services performed by any IS Subsidiaries, directly or indirectly, for any associate or affiliate utility companies (as such terms are defined in the Act) will be conducted at cost and otherwise in accordance with the service agreements approved by the Commission in HCAR No. 27016, May 4, 1999 (File No. 70-9449). E. Rule 24 Reports. With respect to the transactions proposed herein, Cinergy will file with the Commission pursuant to rule 24 under the Act a report for the six month period ended June 30 of each year (commencing June 30, 2003) to be filed no later than August 31 of the same year and a report for the six month period ended December 31 of each year (commencing with the first full six month period after issuance of the Commission's order herein) to be filed no later than March 31 of the following year. Each such report will list all Cinergy subsidiaries that are engaged in the business of providing Infrastructure Services. In addition, each report will list all of the Cinergy subsidiaries that provided Infrastructure Services to associate or affiliate utility companies during the reporting period and will include, for each such subsidiary: a list of the associate or affiliate utility companies that received Infrastructure Services from such subsidiary; a description of the types of Infrastructure Services provided to each such recipient; the dollar amount of the Infrastructure Services provided to each such recipient; a description of the method used in charging each such recipient for such Infrastructure Services, i.e., cost, or, if permitted, other than cost (citing the authority for providing the service at other than cost); and a reference to the agreement under which such Infrastructure Services were provided. Except to the extent any such income statement or balance sheet is included within Cinergy's Annual Report on Form U5S, each report for the period ended December 31 will provide an income statement and balance sheet for each Cinergy subsidiary that provides Infrastructure Services for, and as of, the most recently completed fiscal year. Item 2. Fees, Commissions and Expenses Cinergy estimates total fees and expenses in connection with the preparation and filing of this Application of not more than $2,000, consisting chiefly of outside counsel fees and expenses. Item 3. Applicable Statutory Provisions Sections 6(a), 7, 9(a), 10 and 11(b)(1) of the Act and rule 54 thereunder are or may be applicable to the proposed transactions. Rule 54 provides that in determining whether to approve the issue or sale of a security by a registered holding company for purposes other than the acquisition of an EWG or a FUCO, or other transactions by such registered holding company or its subsidiaries other than with respect to EWGs or FUCOs, the Commission shall not consider the effect of the capitalization or earnings of any subsidiary which is an EWG or a FUCO upon the registered holding company if paragraphs (a), (b) and (c) of rule 53 are satisfied. Cinergy's aggregate investment in EWGs and FUCOs currently exceeds the "safe harbor" afforded by Rule 53(a). At September 30, 2004, Cinergy's "aggregate investment" (as defined in Rule 53(a)(1)) was approximately $852 million and Cinergy's "consolidated retained earnings" (also as defined in Rule 53(a)(1)) were approximately $1,554 million. Accordingly, at September 30, 2004, Cinergy's aggregate investment exceeded 50% of its consolidated earnings, the "safe harbor" limitation contained in Rule 53(a). However, the Commission issued an order in May 2001 (HCAR No. 27400, May 18, 2001 (the "May 2001 Order")) authorizing Cinergy to increase its aggregate investment to an amount equal to the sum of (1) 100% of consolidated retained earnings plus (2) $2,000,000,000, excluding certain restructuring investments as provided therein.3 Accordingly, at September 30, 2004, Cinergy had all requisite authority under the Act for an aggregate investment totaling $3,554 million. Therefore, although Cinergy's aggregate investment at such date exceeded the 50% "safe harbor" limitation of Rule 53, it is well within the higher investment level of the May 2001 Order. With respect to capitalization, there has been no material adverse impact on Cinergy's consolidated capitalization resulting from Cinergy's investments in EWGs and FUCOs. At December 31, 2000, the most recent period for which financial statement information was evaluated in the May 2001 Order, Cinergy's consolidated capitalization consisted of 41.3% equity and 58.7% debt. At September 30, 2004, Cinergy's consolidated capitalization consisted of 41.8% equity and 58.2% debt. Further, at September 30, 2004, Cinergy's senior unsecured debt was rated "investment grade" by all the major credit rating agencies. Cinergy has committed to maintain a 30% consolidated common equity ratio (subject to certain qualifications);4 at September 30, 2004, Cinergy's consolidated common equity ratio was 41.1%. Cinergy satisfies all of the other conditions of paragraphs (a) and (b) of Rule 53. With reference to Rule 53(a)(2), Cinergy maintains books and records in conformity with, and otherwise adheres to, the requirements thereof. With reference to Rule 53(a)(3), no more than 2% of the employees of Cinergy's domestic public utility companies render services, at any one time, directly or indirectly, to EWGs or FUCOs in which Cinergy directly or indirectly holds an interest. With reference to Rule 53(a)(4), Cinergy will promptly provide a copy of this application to each regulator referred to therein, and will otherwise comply with the requirements thereof concerning the furnishing of information. With reference to Rule 53(b), none of the circumstances enumerated in subparagraphs (1), (2) and (3) thereunder have occurred. Finally, Rule 53(c) by its terms is inapplicable since the proposed transactions do not involve the issue or sale of a security to finance the acquisition of an EWG or FUCO. Item 4. Regulatory Approval The proposed transactions are not subject to the jurisdiction of any state or federal commission other than this Commission. Item 5. Procedure Cinergy requests that the Commission issue a notice of the proposed transaction by no later than February 25, 2005 and an order by not later than March 31, 2005 granting and permitting this Application to become effective. This timing is necessary to accommodate the impending expiration of the investment authority granted under the 2002 Order. Cinergy waives a recommended decision by a hearing officer or other responsible officer of the Commission; consents that the Division of Investment Management may assist in the preparation of the Commission's order, unless the Division opposes the matters proposed herein; and requests that there be no waiting period between the issuance of the Commission's order and its effectiveness. Item 6. Exhibits and Financial Statements (a) Exhibits A Not applicable B Not applicable C Not applicable D Not applicable E Not applicable F-1 Preliminary opinion of counsel G Federal Register notice H Organizational Chart (b) Financial Statements FS-1 Audited 2003 and unaudited 2004 Reliant consolidated financial statements (filed in paper format pursuant to claim for confidential treatment under Rule 104(b)) FS-2 Audited 2003 and unaudited 2004 Miller Pipeline financial statements (filed in paper format pursuant to claim for confidential treatment under Rule 104(b)) Item 7. Information as to Environmental Effects (a) The Commission's action in this matter will not constitute any major federal action significantly affecting the quality of the human environment. (b) No other federal agency has prepared or is preparing an environmental impact statement with regard to the proposed transactions. SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned company has duly caused this amended Application/Declaration on Form U-1 to be signed on its behalf by the officer indicated below. Cinergy Corp. By:/s/Wendy L. Aumiller Wendy L. Aumiller Vice President and Treasurer February 15, 2005 1 To some extent, Rule 58 already permits a registered holding company to acquire the securities of new or existing companies engaged in selling traditional infrastructure services. For example, under Rule 58(b)(1)(vii), an "energy-related company" may engage in "[t]he 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." Also, Rule 58(b)(1)(ix) permits such companies to engage in "[t]he ownership, operation and servicing of fuel procurement, transportation, handling and storage facilities, scrubbers, and resource recovery and waste water treatment facilities." However, Rule 58, by its terms, has no application to companies engaged in "energy-related" activities outside the United States. Moreover, some activities that fall within the definition of Infrastructure Services (e.g., trenching to install water or sewer lines, installation of fiber optic cables, etc.) may not come within the scope of "energy-related" activities permitted under Rule 58, but are nevertheless very similar in terms of the kinds of expertise, technologies and equipment that are utilized in order to perform such services. 2 CSN has one subsidiary, Fiber Link, LLC, an Indiana limited liability company, that is not an IS Subsidiary but rather is an ETC as certified by the Federal Communication Commission. Fiber Link holds conduit inventory for sale to the telecommunications industry. 3 The May 2001 Order reserved jurisdiction over, and excluded from the aggregate investment limitation described in the text, Cinergy's proposal regarding the potential transfer of CG&E's and PSI's generating assets to one or more EWG affiliates and Cinergy's proposed aggregate investment therein, which would not exceed the net book value of such generating assets at the time of transfer. 4 See Cinergy Corp., et al., HCAR No. 27190, June 23, 2000. EX-99 2 infracstructureu1exhf1.txt EXHIBIT F-1 February 15, 2005 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Cinergy Corp. Application-Declaration on Form U-1 (File No. 70-________) Ladies and Gentlemen: I am Associate General Counsel for Cinergy Corp., a Delaware corporation ("Cinergy" or "Applicant"), and its subsidiaries. This opinion letter is an exhibit to the above-referenced application-declaration on Form U-1 (the "Application") filed today under the Public Utility Holding Company Act of 1935, as amended (the "Act"). In connection with this opinion letter, I have reviewed the Application and such other documents and made such other investigation as I consider appropriate. Based on the foregoing and subject to the other paragraphs hereof, I express the following opinions: 1. All state laws applicable to the proposed transactions will be complied with. 2. The Applicant will legally acquire any securities or assets of any companies acquired pursuant to the proposed transactions. 3. The consummation of the proposed transactions will not violate the legal rights of the holders of any securities issued by Cinergy or any associate company thereof. The foregoing opinions presume that the proposed transactions will be consummated in accordance with the Application and all legal requirements and authorizations applicable thereto, including, without limitation, the Commission's order requested therein and any internal corporate authorizations. I am admitted to the Bars of the States of New York and Ohio. The foregoing opinions are limited to the laws of such states and the Delaware General Corporation Law. I hereby consent to the Commission's use of this opinion letter in connection with the Application. This opinion letter may not be used for any other purpose or relied on by or furnished to any other party without my prior written consent. Very truly yours, /s/ George Dwight II EX-99 3 corpstruc123004.txt Exhibit H CINERGY SYSTEM CORPORATE STRUCTURE (1) as of December 31, 2004 Cinergy Corp. (Delaware, 6/30/1993) Cinergy Services, Inc. (Delaware, 2/23/1994) The Cincinnati Gas & Electric Company (Ohio, 4/3/1837) (please see Subpart A) PSI Energy, Inc. (Indiana, 9/6/1941) South Construction Company, Inc. (Indiana, 5/31/1934) Cinergy Global Resources, Inc. (Delaware, 5/15/1998) (please see Subpart C) Cinergy Investments, Inc. (Delaware, 10/24/1994) (please see Subpart B) Cinergy Receivables Company LLC (Delaware, 1/10/2002) Cinergy Risk Solutions Ltd. (Vermont, 11/5/2004) CinTec LLC (Delaware, 11/16/2000; formerly CinTech LLC) CinTec I LLC (Delaware, 11/16/2000; formerly CinTech I LLC) eVent Resources I LLC (Delaware, 11/17/2000; formerly Event Capital I LLC)(2) *eVent Resources Holdings LLC (Delaware, 12/13/2000; formerly eVent (Triple Point) LLC) CinTec II LLC (Delaware, 12/23/2003) Cinergy Technologies, Inc. (Delaware, 7/26/2000; formerly Cinergy Ventures Holding Company, Inc.) *Cinergy Broadband, LLC (Delaware, 9/22/2003) ACcess Broadband, LLC (Delaware, 12/16/2003; formerly National BPL, LLC) (4) CCB Communications, LLC (Delaware, 6/2/2003; formerly Current Broadband (Ohio), LLC) (3) *Cinergy Ventures, LLC (Delaware, 7/25/2000) Configured Energy Systems, Inc. Current Communications Group, LLC (Delaware 10/24/2000) (5) Maximum Performance Group, Inc. (Delaware 12/16/2002) Cinergy Ventures II, LLC (Delaware, 9/1/2000) Catalytic Solutions, Inc. (California, 1/31/1996) Electric City Corp. (Delaware, 5/6/1998) *Cinergy e-Supply Network, LLC (Delaware, 8/10/2000) Cinergy One, Inc. (Delaware, 9/5/2000) *Cinergy Two, Inc. (Delaware, 11/6/2000) Cinergy Wholesale Energy, Inc. (Ohio, 11/27/2000) Cinergy Power Generation Services, LLC (Delaware, 11/22/2000) Cinergy Origination & Trade, LLC (Delaware, 10/19/2001) Cinergy Foundation, Inc. (Indiana, 12/7/1988) * "Exempt Telecommunications Company" (as defined in PUHCA) per certification by the Federal Communications Commission. (1) This chart includes all corporations and other business organizations in which Cinergy Corp. owns, directly or indirectly, at least 5% of the outstanding voting securities. Please note that the footnotes below are intended to indicate Cinergy's ownership (not voting) interest in jointly-owned companies. For certain jointly-owned companies, Cinergy's percentage ownership interest will differ (be greater or less than) Cinergy's percentage voting interest. (2) Jointly owned 80% by CinTec I LLC and 20% by CinTec II, LLC. (3) Jointly owned 50% by Cinergy Broadband, LLC and 50% by Current Broadband I, LLC (4) Jointly owned 50% by Cinergy Broadband, LLC and 50% by Current Communications Holdings, LLC (5) Jointly owned 9.8% by Cinergy Ventures, LLC and 90.2% by other investors. Subpart A Cinergy Corp. (Delaware, 6/30/1993) The Cincinnati Gas & Electric Company (Ohio, 4/3/1837) Cinergy Power Investments, Inc. (Ohio, 12/5/2000) The Union Light, Heat and Power Company (Kentucky, 3/20/1901) Tri-State Improvement Company (Ohio, 1/14/1964) Miami Power Corporation (Indiana, 3/25/1930) KO Transmission Company (Kentucky, 4/11/1994) Ohio Valley Electric Corporation (Ohio, 10/1/52) (1) (1) Jointly owned 9% by The Cincinnati Gas & Electric Company, 39.9% by American Electric Power Company, Inc., 4.3% by Columbus Southern Power Company, 4.9% by The Dayton Power and Light Company, 2.5% by Kentucky Utilities Company, 4.9% by Louisville Gas and Electric Company, 16.5% by Ohio Edison Company, 1.5% by Southern Indiana Gas and Electric Company, 4% by The Toledo Edison Company, 12.5% by Allegheny Energy, Inc. Formed for the purpose of providing the large electric power requirement projected for a major DOE uranium enrichment complex. OVEC has in turn a subsidiary called Indiana Kentucky Electric Corporation which provides similar services. Subpart B Cinergy Investments, Inc. (Delaware, 10/24/1994) (1) *Cinergy-Cadence, Inc. (Indiana, 12/27/1989; formerly PSI Power Resource Operations, Inc.) *Cadence Network, Inc.(Delaware, 9/3/1997) (2) Cinergy Capital & Trading, Inc. (Indiana, 10/8/1992; formerly Wholesale Power Services, Inc.) (please see subpart B-1) *Cinergy Telecommunications Holding Company, Inc. (Delaware, 9/20/1996; formerly Cinergy Communications, Inc.) Q-Comm Corporation (Nevada, 9/26/96) (3) *Lattice Communications, LLC (Delaware, 1/7/99) (4) Cinergy Engineering, Inc. (Ohio, 3/28/1997) *Cinergy-Centrus, Inc. (Delaware, 4/23/98; formerly Cinergy-Ideon, Inc.) *Cinergy-Centrus Communications, Inc. (Delaware, 7/17/98) Cinergy Solutions Holding Company, Inc. (Delaware, 2/11/1997; formerly Cinergy Solutions, Inc.) (please see Subpart B-2) Cinergy Supply Network, Inc. (Delaware, 1/14/98) Reliant Services, LLC (Indiana, 6/25/98) (5) MP Acquisition Corp., Inc. (Indiana, 10/17/2000) Miller Pipeline Corporation (Indiana, July 19, 1995) *Fiber Link, LLC (Indiana, 9/5/2000) (6) Cinergy Technology, Inc. (Indiana, 12/12/1991; formerly PSI Environmental Corp.) * "Exempt Telecommunications Company" (as defined in PUHCA) per certification by the Federal Communications Commission. (1) Some of the subsidiaries listed are not currently engaged in active business operations. Contact the Legal Department to determine status of a particular company. (2) Cadence Network LLC merged into Cadence Network, Inc. effective 3/10/00. (3) Jointly owned 32.7% by Cinergy Telecommunications Holding Company, Inc. and 67.3% by other investors. (4) Jointly owned 43.5% by Cinergy Telecommunications Holding Company, Inc., 43.5% Lattice Investors, L.P., and 13% by Lattice Partners LTD. (5) Jointly owned 50% each with Vectren Utility Services, Inc. (formerly Vectren Enterprises and IGC Energy, Inc.). (6) Jointly owned 75% Reliant Services, LLC and 25% by another investor. Subpart B-1 Cinergy Investments, Inc. (Delaware, 10/24/1994) (1) Cinergy Capital & Trading, Inc. (Indiana, 10/8/1992; formerly Wholesale Power Services, Inc.) Brownsville Power I, LLC (Delaware, 7/13/1998) Caledonia Power I, LLC (Delaware, 7/13/1998) CinCap IV, LLC (Delaware, 12/3/1997) (2) CinCap V, LLC (Delaware, 7/21/98) (3) CinPower I, LLC (Delaware, 6/12/1998) Cinergy Canada, Inc. (Alberta, Canada, 4/20/2001) Cinergy Climate Change Investments, LLC (Delaware, 6/9/2003) Cinergy Limited Holdings, LLC (Delaware, 12/14/2001) Cinergy General Holdings, LLC (Delaware, 12/14/2001) Cinergy Marketing & Trading, LP (Delaware, 10/27/95; formerly Producers Energy Marketing, LLC) (4) Ohio River Valley Propane, LLC (formerly Cinergy Propane, LLC (Delaware, 10/18/2001) Cinergy Mexico Limited, LLC (Delaware, 2/17/2004) Cinergy Mexico General, LLC (Delaware, 2/17/2004) Cinergy Mexico Holdings, L.P. (Delaware, 2/20/2004) (5) Cinergy Mexico Marketing & Trading, LLC (Delaware, 2.24.2004) Cinergy Retail Power Limited, Inc. (Delaware, 8/6/2001) Cinergy Retail Power General, Inc. (Texas, 8/7/2001) Cinergy Retail Power, L.P. (Delaware, 8/8/2001) (6) Cinergy Retail Sales, LLC (Delaware, 12/9/2003) CinFuel Resources, Inc. (Delaware, 1/10/2002) LH1, LLC (Delaware, 1/10/2002) (7) Oak Mountain Products, LLC (Delaware, 7/9/2001) Cinergy Transportation, LLC (Delaware, 6/14/2000) SYNCAP II, LLC (Delaware, 10/13/2000) (1) Some of the subsidiaries listed are not currently engaged in active business operations. (2) Jointly owned 10% by Cinergy Capital & Trading, Inc. and 90% by other investors managed via the 1998 CinPower Trust. (3) Jointly owned 10% by Cinergy Capital & Trading, Inc. and 90% by other investors managed via the 1999 CinPower Trust. (4) Jointly owned 99.9% by Cinergy Limited Holdings, LLC and .1% by Cinergy General Holdings, LLC. (5) Jointly owned 99.99% by Cinergy Mexico Limited, LLC and .01% by Cinergy Mexico General, LLC (6) Jointly owned 99% by Cinergy Retail Power Limited, Inc. and 1% by Cinergy Retail Power General, Inc. (7) Jointly owned 99% Cinergy Capital & Trading, Inc. and 1% by CinFuel Resources, Inc. Subpart B-2 Cinergy Investments, Inc. (Delaware, 10/24/1994) (1) Cinergy Solutions Holding Company , Inc. (Delaware, 2/11/1997; formerly Cinergy Solutions, Inc.) 1388368 Ontario Inc. (Ontario, 12/2/99) 3036243 Nova Scotia Company (Nova Scotia, 12/10/99) Cinergy Solutions Limited Partnership (Ontario, 12/14/99) (2) Cinergy Solutions - Demand, Inc. (Delaware, 4/6/98; formerly Vestar, Inc., and formerly Cinergy Business Solutions, Inc.) Cinergy Solutions - Demand, Ltd. (Ontario, 3/9/84; formerly Vestar Limited, and formerly Rose Technology Group Limited) (3) 3075959 Nova Scotia Company (Nova Scotia, 4/7/2003) Keen Rose Technology Group Limited (Ontario, 8/26/99) Optimira Controls, Inc. (Ontario, 4/14/1997)(4) Cinergy EPCOM College Park, LLC (Delaware, 8/20/99) Cinergy Solutions, Inc. (Delaware, 6/2/2000) (please see attached list of subsidiaries) Cinergy Solutions of Tuscola, Inc. (Delaware, 10/13/98) Delta Township Utilities, LLC (Delaware, 7/5/2001) (7) Delta Township Utilities II, LLC (Delaware, 3/25/2004) Energy Equipment Leasing LLC (Delaware, 11/12/98) (5) Trigen-Cinergy Solutions LLC (Delaware, 2/18/1997) (6) Trigen-Cinergy Solutions of Ashtabula LLC (Delaware, 4/21/99)(5) Cinergy Solutions of Boca Raton, LLC (Delaware, 9/4/98) Cinergy Solutions of Cincinnati, LLC (Ohio, 7/29/1997) Cinergy Solutions - Utility, Inc. (Delaware, 9/27/2004) Trigen-Cinergy Solutions of Lansing LLC (Delaware, 11/3/99) (7) Trigen/Cinergy - USFOS of Lansing LLC (Delaware, 11/3/1999) (9) Trigen-Cinergy Solutions of Orlando LLC (Delaware, 6/12/1998)(7) Trigen-Cinergy Solutions of Owings Mills LLC (Delaware, 9/20/99) (5) Trigen-Cinergy Solutions of Owings Mills Energy Equipment Leasing, LLC (Delaware, 10/20/99) (5) Trigen-Cinergy Solutions of Rochester LLC (Delaware, 10/20/99)(5) Trigen-Cinergy Solutions of Silver Grove LLC (Delaware, 3/18/99) (5) Cinergy Solutions of St. Paul LLC (Delaware 8/13/98) Environmental Wood Supply, LLC (Minnesota, 8/10/2000)(8) St. Paul Cogeneration LLC (Minnesota, 12/18/98) (8) Trigen-Cinergy Solutions of Tuscola, LLC (Delaware, 8/21/98)(5) (1) Some of the subsidiaries listed are not currently engaged in active business operations. (2) Jointly owned 99.9% by 3036243 Nova Scotia Company and .1% by 1388368 Ontario, Inc. (3) 1381055 Ontario, Inc. (Ontario, 10/22/99) and Rose Technology Group Limited (Ontario, 3/9/84) are predecessors to the amalgamation effective 12/17/99. (4) Jointly owned 90.8301% by Cinergy Solutions - Demand, Ltd. and 9.1699% by another investor. (5) Jointly owned 49% by Cinergy Solutions Holding Company, Inc. and 51% by Trigen Solutions, Inc. (6) Jointly owned 50% each with Trigen Solutions, Inc., a subsidiary of Trigen Energy Corporation. (7) Jointly owned 51% by Cinergy Solutions Holding Company, Inc. and 49% by Trigen Solutions, Inc. (8) Jointly owned 50% by Cinergy Solutions of St. Paul LLC and 50% by Market Street Energy Company, LLC. (9) Jointly owned 80% by Trigen-Cinergy Solutions of Lansing, LLC and 20% by U.S. Filter Operating Services, LLC. Cinergy Investments, Inc. (Delaware, 10/24/1994) Cinergy Solutions Holding Company , Inc. (Delaware, 2/11/1997; formerly Cinergy Solutions, Inc.) Cinergy Solutions, Inc. (Delaware, 6/2/2000) BSPE Holdings, LLC (Delaware, 1/10/2001)(1) BSPE Limited, LLC (Delaware, 1/10/2001) BSPE General, LLC (Texas, 1/11/2001) BSPE, L.P. (Delaware, 1/16/2001) (2) Cinergy Energy Solutions, Inc. (Delaware, 11/9/2000) U.S. Energy Biogas Corporation (formerly Zahren Alternative Power Corporation (Delaware, 12/28/1993; formerly ZFC Environmental Holdings Limited) (3) Cinergy GASCO Solutions, LLC (Delaware, 11/9/2000) Countryside Landfill Gasco., L.L.C. (Delaware, 8/23/96) Morris Gasco, L.L.C. (Delaware, 12/31/96) Brown County Landfill Gas Associates, L.P (Delaware, 3/22/2000) (4) Cinergy Solutions of Monaca, LLC (Delaware, 12/16/2003) Cinergy Solutions of Narrows, LLC (Delaware, 3/17/2003) Cinergy Solutions of Rock Hill, LLC (Delaware, 3/17/2003) Cinergy Solutions of San Diego, Inc. (Delaware, 1/29/2004; formerly Cinergy Solutions of San Diego, LLC, Delaware, 1/9/2004) Cinergy Solutions of South Charleston, LLC (Delaware, 8/24/2004) Cinergy Solutions of St. Bernard, LLC (Delaware, 1/6/2003) Cinergy Solutions O&M, LLC (Delaware, 8/30/2004) Cinergy Solutions Operating Services of Delta Township, LLC (Delaware, 12/15/2004) Cinergy Solutions Operating Services of Lansing, LLC (Delaware, 6/25/2002) Cinergy Solutions Operating Services of Shreveport, LLC (Delaware, 6/28/2002) Cinergy Solutions Operating Services of Oklahoma, LLC (Delaware, 8/13/2002) Cinergy Solutions of Philadelphia, LLC (Delaware, 5/11/2001) Cinergy Solutions Partners, LLC (Delaware, 9/12/2000) CST Limited, LLC (Delaware, 5/18/2001; formerly CS Limited, LLC) CST General, LLC (Texas, 5/22/2001) CST Green Power, L.P. (Delaware, 5/23/2001) (5) Green Power Holdings, LLC (Delaware, 12/12/2000) (6) Green Power G.P., LLC (Texas, 12/15/2000) Green Power Limited, LLC (Delaware, 12/12/2000) South Houston Green Power, L.P. (Delaware, 12/19/2000; formerly Green Power, L.P.) (7) CSGP of Southeast Texas, LLC (Delaware, 2/22/2001) CSGP Limited, LLC (Delaware, 4/5/2001) CSGP General, LLC (Texas, 4/5/2001) CSGP Services, L.P. (Delaware, 4/6/2001) (8) Lansing Grand River Utilities, LLC (Delaware, 9/14/2000) Oklahoma Arcadian Utilities, LLC (Delaware, 12/5/2000)(9) Shreveport Red River Utilities, LLC (Delaware, 10/16/2000) (9) (1) Jointly owned 50% by Cinergy Solutions Inc., LLC and 50% by BP Global Power Corp. (2) Jointly owned 1% by BSPE General, LLC and 99% by BSPE Limited, LLC. (3) Jointly owned 46% by Cinergy Energy Solutions, Inc. and 54% by US Energy Systems, Inc. (4) Jointly owned 99.99% by Cinergy Gasco Solutions, LLC and 0.01% by ZFC Energy, Inc. (5) Jointly owned 1% by CST General, LLC and 99% by CST Limited, LLC (6) Jointly owned 50% by CST Green Power, L.P. and 50% by BP Global Power Corp. (7) Jointly owned 1% by Green Power G.P., LLC and 99% by Green Power Limited, LLC. (8) Jointly owned 1% by CSGP General, LLC and 99% by CSGP Limited, LLC (9) Jointly owned 40.8% by Cinergy Solutions, Inc., 39.2% by Trigen Solutions, Inc., and 20% by U.S. Filter Operating Services, Inc. Subpart C Cinergy Global Resources, Inc. (Delaware, 5/15/1998) (1) Cinergy Global Power, Inc. (Delaware, 9/4/1997; formerly Cinergy Investments MPI, Inc.) CGP Global Greece Holdings, SA (Greece, 8/10/2001) (2) Attiki Denmark ApS (Denmark, 10/1/2000; formerly ApS Kbus 17nr. 1693) (3) Attiki Gas Supply Company SA (Greece, 11/2/2001) (4) Cinergy Global Ely, Inc. (Delaware, 8/28/98) EPR Ely Power Limited (England, 5/7/98) (5) EPR Ely Limited (England, 7/10/97) Ely Power Limited (England, 7/3/97) Anglian Straw Limited (England, 5/14/90) Anglian Ash Limited (England, 3/1/99) (6) Cinergy Global Power Services Limited (England, 8/14/1997; formerly MPI International Limited) Cinergy Global Power (UK) Limited (England, 2/5/98) Cinergy Global Trading Limited (England, 5/25/99) Cinergy Trading and Marketing Limited (England and Wales, 7/30/2003) Commercial Electricity Supplies Limited (England, 8/10/93) Cinergy Renewable Trading Limited (England, 1/11/00; formerly Renewable Trading Limited) UK Electric Power Limited (England, 12/24/1920) Cinergy Global Power Iberia, S.A. (Spain, 6/17/1998) Cinergy Global Holdings, Inc. (Delaware, 12/18/98) Cinergy Holdings B.V. (The Netherlands, 4/7/48; formerly Watercorner Investments B.V.) Cinergy Zambia B.V. (The Netherlands, 11/18/85; formerly MPII (Zambia) B.V.) Copperbelt Energy Corporation PLC (Republic of Zambia, 9/19/97) (7) Power Sports Limited (Republic of Zambia 1/5/1999) Moravske Teplarny a.s. (Czech Republic, 6/18/91; formerly Teplarna Svit a.s.) Cinergetika U/L a.s. (Czech Republic, 10/5/98; formerly SETUZA energetika a.s.) (8) Cinergy Global (Cayman) Holdings, Inc. (Cayman Islands, 9/4/1997; formerly Cinergy MPI III, Inc.) Cinergy Global Hydrocarbons Pakistan (Cayman Islands, 9/4/1997; formerly Cinergy MPI I, Inc.) Cinergy Global Tsavo Power (Cayman Islands, 9/4/1997; formerly Cinergy MPI II, Inc.) IPS-Cinergy Power Limited (Kenya, 4/28/1999; formerly Highbury Investments Limited) (9) Tsavo Power Company Limited (Kenya, 1/22/1998) (10) Cinergy MPI V, Inc. (Cayman Islands, 9/4/1997) eVent Resources Overseas I, LLC (Delaware, 5/29/2001) (11) Midlands Hydrocarbons (Bangladesh) Limited (England, 6/29/93) Cinergy Global Power Africa (Proprietary) Limited (South Africa, 8/3/1999) Cinergy UK, Inc. (Delaware, 5/1/1996; formerly M.E. Holdings) (1) Some subsidiaries listed are not currently engaged in active business operations. (2) Cinergy Global Holdings, Inc. holds one share in this company. (3) Jointly owned 51% by CGP Global Greece Holdings SA, and 49% by Shell Gas B.V. (4) Jointly owned 49% by Atiki Denmark ApS and 51% by Attiki Gas Distribution Company SA (5) Jointly owned 30% by Cinergy Global Ely, Inc., and 70% by Energy Power Resources Limited. (6) Jointly owned 30% by Cinergy Global Ely, Inc. and 70% by Energy Power Resources Limited. (7) Jointly owned 38.5% by Cinergy Zambia B.V., 38.5% by National Grid Holland B.V. (changed its name to National Grid Zambia B.V. on January 12, 1998), 20% is owned by ZCCM Investment Holdings PLC (formerly Zambia Consolidated Copper Mines Limited) and 3% by local senior management. The local senior managers of Copperbelt Energy Corporation PLC (5 individuals referred to as LTTPD, the local technical team of power division) have acquired 3% of the issued ordinary share capital of the Company (giving them each a total of 60,000 shares) pursuant to the LTTPD Share Rights Scheme (Cinergy Zambia BV component and National Grid Zambia BV component). The acquisition of such shares (the final transfer of which occurred on 28 August 2001) represents the vesting of LTTPD's entire entitlement pursuant to the LTTPD Share Rights Scheme. Cinergy Zambia B.V., formerly MPII (Zambia) B.V., formerly Seascope Holding B.V., was originally organized in The Netherlands on November 18, 1985. The name was changed to Cinergy Zambia B.V. effective September 18, 1998 and MPII (Zambia) B.V. effective November 19, 1997. (8) 700 out of 701 shares of stock acquired by Cinergy Global Resources 1 B.V. One Share retained by the seller, SETUZA a.s. (9) Jointly owned 48.2% by Cinergy Global Tsavo Power and 51.8% by Industrial Promotion Services (Kenya) Limited. (10) Owned 49.9% by IPS-Cinergy Power Limited. (11) Common interests held by Cinergy Global Power, Inc. and Preferred interests held by eVent Resources I LLC EX-99 4 u1noticeexhg.txt Exhibit G Form of Notice Securities and Exchange Commission (Release No. 35-_________) Cinergy Corp, a registered holding company ("Cinergy"), with offices at 139 East Fourth Street, Cincinnati, Ohio 45202, has filed an application-declaration under Sections 6(a), 7, 9(a), 10 and 1(b)(1) of the Act and Rule 54 thereunder. Cinergy requests authority to invest, directly or indirectly through one or more subsidiaries, up to $100 million (including existing investments, the "Investment Cap") from time to time through December 31, 2008 ("Authorization Period"), in new or existing non-utility companies ("IS Subsidiaries") that derive or will derive substantially all of their operating revenues from the sale of Infrastructure Services (as hereinafter defined) both within and outside the United States. The Investment Cap would include Cinergy's existing investments in IS Subsidiaries on the date of the Commission's order herein.1 The foregoing notwithstanding, pending completion of the record, Cinergy requests that the Commission reserve jurisdiction over Cinergy's proposal to invest in any IS Subsidiary that derives or will derive a substantial portion of its operating revenues from the sale of Infrastructure Services outside the United States. Cinergy states that the requested authority is necessary to enable Cinergy to continue to operate and grow the Infrastructure Services businesses previously authorized by the Commission, under an order expiring on April 1, 2005. Cinergy directly or indirectly owns all the outstanding common stock of public utility companies operating in Ohio, Indiana and Kentucky, the most significant of which are PSI Energy, Inc. ("PSI") and The Cincinnati Gas & Electric Company ("CG&E"). PSI is a vertically integrated electric utility operating in Indiana, serving more than 700,000 customers in portions of 69 of the state's 92 counties. CG&E is a combination electric and gas public utility holding company exempt from registration pursuant to Rule 2(b) that provides electric and gas service in the southwestern portion of Ohio. CG&E's principal subsidiary is The Union Light, Heat and Power Company, which provides electric and gas service in northern Kentucky. Cinergy states that it also owns numerous nonutility subsidiaries engaged in businesses authorized under the Act, by Commission order or otherwise, including IS Subsidiaries (pursuant to the 2002 order described below), "exempt wholesale generators," as defined in Section 32 of the Act ("EWGs"), "foreign utility companies," as defined in Section 33 of the Act ("FUCOs"), "exempt telecommunications companies," as defined in Section 34 of the Act ("ETCs"), and "energy-related companies," as defined in Rule 58. As of and for the nine months ended September 30, 2004, Cinergy reported consolidated total assets of approximately $14.2 billion and consolidated total operating revenues of approximately $3.5 billion. By order dated October 23, 2002 in File No. 70-10015, HCAR No. 27581 ("2002 Order"), the Commission authorized Cinergy to invest up to $500 million through March 31, 2005 in IS Subsidiaries, while reserving jurisdiction over investments by Cinergy in IS Subsidiaries providing Infrastructure Services outside the United States. As defined in the 2002 Order, and for purposes of this Application and the authority requested hereby, "Infrastructure Services" include design, construction (as defined in Rule 80(c)), retrofit and maintenance of utility transmission and distribution systems; substation construction; installation and maintenance of natural gas pipelines and laterals, water and sewer pipelines, and underground and overhead telecommunications networks; and installation and servicing of meter reading devices and related communications networks, including fiber optic cable; provided, however, that Infrastructure Services would under no circumstances include the acquisition or ownership of "utility assets" within the meaning of Section 2(a)(18) of the Act.2 Currently, Cinergy has four IS Subsidiaries: Cinergy Supply Network, Inc., a Delaware corporation ("CSN"), which does not engage in an active business but rather is solely a holding company for Cinergy's other IS Subsidiaries.3 Reliant Services, LLC ("Reliant"), an Indiana limited liability company owned jointly and equally by CSN and a subsidiary of Vectren Corporation. Reliant provides line locating and meter reading services to utilities and through its wholly-owned indirect subsidiary, Miller Pipeline Corporation, installs, repairs and maintains underground pipelines used in natural gas, water and sewer systems. Reliant operates throughout the United States with its customer base primarily concentrated in the Midwest. MP Acquisition Corp., an Indiana corporation ("MP"), is a direct wholly-owned subsidiary of Reliant that engages in no active business but rather is solely a holding company for Miller Pipeline Corporation. Miller Pipeline Corporation, an Indiana corporation ("Miller Pipeline"). A direct wholly-owned subsidiary of MP, Miller Pipeline installs, repairs and maintains underground pipelines used in natural gas, water and sewer systems. Miller Pipeline operates throughout the United States with its customer base primarily concentrated in the Midwest. Investments in any IS Subsidiary may take the form of an acquisition, directly or indirectly, of the stock or other equity securities of a new subsidiary or of an existing company and any subsequent purchases of additional equity securities and any loans or cash capital contributions to any such company. In addition, any guarantee provided by Cinergy in respect of any payment or performance obligation of any IS Subsidiary will be counted against the Investment Cap. Cinergy will fund investments in IS Subsidiaries using available cash or the proceeds of financings, as authorized in File No. 70-9577 (HCAR No. 27190, dated June 23, 2000) or any supplemental or superseding financing order issued to Cinergy during the Authorization Period. Cinergy will not seek recovery through higher rates to its utility subsidiaries' customers for any losses Cinergy may sustain, or any inadequate returns it may realize, in respect of its investments in IS Subsidiaries. Any Infrastructure Services performed by any IS Subsidiaries, directly or indirectly, for any associate or affiliate utility companies (as such terms are defined in the Act) will be conducted at cost and otherwise in accordance with the service agreements approved by the Commission in HCAR No. 27016, May 4, 1999 (File No. 70-9449). The fees, commissions and expenses paid or incurred, or to be paid or incurred, directly or indirectly, by the Applicant or any associate company thereof in connection with the proposed transactions are estimated not to exceed approximately $2,000, consisting chiefly of fees for outside legal counsel. No state or federal commission, other than this Commission, has jurisdiction over the proposed transactions. For the Commission, by the Division of Investment Management, pursuant to delegated authority. 1 Cinergy states that at December 31, 2004 it had invested approximately $30 million in IS Subsidiaries. 2 Cinergy states that to some extent Rule 58 already permits a registered holding company to acquire the securities of new or existing companies engaged in selling traditional infrastructure services. For example, under Rule 58(b)(1)(vii), an "energy-related company" may engage in "[t]he 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." Also, Rule 58(b)(1)(ix) permits such companies to engage in "[t]he ownership, operation and servicing of fuel procurement, transportation, handling and storage facilities, scrubbers, and resource recovery and waste water treatment facilities." However, Rule 58, by its terms, has no application to companies engaged in "energy-related" activities outside the United States. Moreover, some activities that fall within the definition of Infrastructure Services (e.g., trenching to install water or sewer lines, installation of fiber optic cables, etc.) may not come within the scope of "energy-related" activities permitted under Rule 58, but are nevertheless very similar in terms of the kinds of expertise, technologies and equipment that are utilized in order to perform such services. 3 CSN has one subsidiary, Fiber Link, LLC, an Indiana limited liability company, that is not an IS Subsidiary but rather is an ETC as certified by the Federal Communication Commission. Fiber Link holds conduit inventory for sale to the telecommunications industry. -----END PRIVACY-ENHANCED MESSAGE-----