[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]



-----------------------------------------------------------------------

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