[Federal Register Volume 61, Number 14 (Monday, January 22, 1996)]
[Notices]
[Pages 1660-1661]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-659]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26450]
Filings Under the Public Utility Holding Company Act of 1935, As
Amended (``Act'')
January 11, 1996.
Notice is hereby given that the following filing(s) has/have been
made with the Commission pursuant to provisions of the Act and rules
promulgated thereunder. All interested persons are referred to the
application(s) and/or declaration(s) for complete statements of the
proposed transaction(s) summarized below. The application(s) and/or
declaration(s) and any amendments thereto is/are available for public
inspection through the Commission's Office of Public Reference.
Interested persons wishing to comment or request a hearing on the
application(s) and/or declaration(s) should submit their views in
writing by February 5, 1996, to the Secretary, Securities and Exchange
Commission, Washington, D.C. 20549, and serve a copy on the relevant
applicant(s) and/or declarant(s) at the address(es) specified below.
Proof of service (by affidavit or, in case of an attorney at law, by
certificate) should be filed with the request. Any request for hearing
shall identify specifically the issues of fact or law that are
disputed. A person who so requests will be notified of any hearing, if
ordered, and will receive a copy of any notice or order issued in the
matter. After said date, the application(s) and/or declaration(s), as
filed or as amended, may be granted and/or permitted to become
effective.
Cinergy Corp., et al. (70-8767)
Cinergy Corp. (``Cinergy''), a registered holding company, and
Cinergy Services, Inc. (``Services''), Cinergy's wholly-owned service
company subsidiary, both of 139 East Fourth Street, Cincinnati, Ohio
45202, and Cinergy Investments, Inc. (``Investments''), Cinergy's
wholly owned nonutility holding company subsidiary, 251 North Illinois
Street, Suite 1410, Indianapolis, Indiana 46204, have filed an
application-declaration under sections 6(a), 7, 9(a), 10, 12(b) and 13
of the Act and rules 45, 54, 87, 90 and 91 thereunder.
Cinergy and Investments propose to establish two new subsidiaries
of Investments (collectively, ``EnergyCos'') to engage in district
cooling (``CoolCo'') and heating (``HeatCo'') businesses in the greater
metropolitan area of Cincinnati, Ohio. The EnergyCos will construct,
own and operate one or more combined or stand-alone central chilled
water (in the case of CoolCo) and heating plants (in the case of
HeatCo), as well as associated distribution pipes and ancillary
equipment and facilities within Cincinnati. The EnergyCos will enter
into contracts with commercial and industrial customers of Cinergy's
electric and gas utility subsidiary, The Cincinnati Gas & Electric
Company (``CG&E''), and with CG&E, to deliver chilled and/or heated
water (and possibly to a minor extent steam) to the customers'
facilities for cooling and heating purposes and render associated
services. The EnergyCos may provide financing to customers (exclusive
of CG&E) in connection with the replacement of certain equipment on the
customers' premises needed to connect to the EnergyCos' distribution
pipe systems. Specifically, the EnergyCos will sell the necessary
equipment to the customers on credit; the customer would repay the
respective EnergyCo for the equipment pursuant to a separate line-item
charge to its monthly bill from the EnergyCo for chilled or hot water.
The monthly charge would cover a portion of the equipments' total sale
price to the customer, reflecting a mark-up from the cost paid by the
EnergyCo to the equipment vendor, plus a finance charge. The EnergyCos
will not acquire any promissory notes or other securities from the
customers.
Investments proposes to organize CoolCo and HeatCo as wholly owned
subsidiaries under Ohio law. Investments proposes to acquire shares of
the EnergyCos' capital stock (common and/or preferred), which may be
denominated as par or no par value stock. Cinergy and Investments
propose (to the extent not otherwise exempted under rules 45 and 52) to
make interest bearing open account advances and loans to the EnergyCos
in connection with their initial capitalization and start up
activities. Such open account advances and loans would mature not later
than December 31, 2006, and would bear interest at a rate not to exceed
the prime rate then in effect at a bank designated by Cinergy. Cinergy
and Investments further propose to guarantee and otherwise act as
surety in respect of bank borrowings and (to the extent not otherwise
exempted under rule 45(b)(6)) performance and similar obligations of
the EnergyCos. Such guarantees may be made from time to time through
December 31, 2006, provided that any guarantees outstanding on such
date will terminate in accordance with their terms. Bank borrowings as
to which Cinergy and Investments propose to act as surety would be
secured or unsecured, would
[[Page 1661]]
be made not later than December 31, 2006 (maturing no later than 12
months thereafter), and would bear interest at a rate not to exceed 3%
above the prime rate then in effect at a bank designated by Cinergy.
The total amount of the initial capital stock purchases, open account
advances, loans, and financial/performance guarantees for which
authorization is sought, together with all other purchases by
Investments of EnergyCos capital stock and capital contributions and
loans by Cinergy and Investments to EnergyCos that are exempt from
Commission approval requirements, will not exceed $100 million at any
time outstanding through December 31, 2006.
The EnergyCos will commence operations with a relatively small
staff devoted primarily to management and administrative functions.
CoolCo and HeatCo propose to contract with Cinergy Services (but not
with any other associate company, including each other) for a variety
of services (such as information systems, human resources, accounting,
legal, internal audit and finance), priced at cost, pursuant to a
service agreement and associated accounting, cost assignment and work
order procedures authorized by prior order of the Commission dated
October 21, 1994 (HCAR Rel. No. 26146). The EnergyCos may engage
nonassociate contractors for various other services, including
construction management, engineering, mechanical, architectural and
operational services.
Cinergy's and Investments' proposed initial capital stock
purchases, open account advances and/or loans and guarantees would be
funded (1) as to Cinergy, through sales of commercial paper and short-
term notes to banks and other financial institutions, through sales of
Cinergy common stock, and/or through internally generated funds; and
(2) as to Investments, through capital contributions, loans, and/or
open account advances from Cinergy and/or internally generated funds.
The EnergyCos would use the proceeds for general corporate
purposes, including financings of the construction, operation and
maintenance of their central plant facilities and associated
distribution pipe systems and other ongoing working capital needs.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-659 Filed 1-19-96; 8:45 am]
BILLING CODE 8010-01-M