[Federal Register Volume 61, Number 50 (Wednesday, March 13, 1996)]
[Notices]
[Pages 10407-10408]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-5968]



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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26485]


Filings Under the Public Utility Holding Company Act of 1935, as 
Amended (``Act'')

March 7, 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 transactions(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 April 1, 1996, to the Secretary, Securities and Exchange 
Commission, Washington, DC 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 Corporation  (70-8807)

Notice of Proposal for Employee Incentive Compensation Plan; Order 
Authorizing Solicitation of Proxies
    Cinergy Corporation (``Cinergy''), 139 East Fourth Street, 
Cincinnati, Ohio, 45202, a registered holding company, has filed a 
declaration under sections 6(a), 7 and 12(e) of the Public Utility 
Holding Company Act of 1935, as amended (``Act''), and rules 54, 62 and 
65.
    On January 25, 1996, the Board of Directors of Cinergy (``Board''), 
adopted a new employee incentive compensation plan, the 1996 Long-Term 
Incentive Compensation Plan (``Plan''), subject to approval by Cinergy 
shareholders. Cinergy requests Commission authorization (i) to solicit 
proxies with respect to the Plan from shareholders of outstanding 
Cinergy common stock, $0.01 par value per share (``Common Stock''), 
relative to the annual meeting of Cinergy shareholders scheduled for 
April 26, 1996 (``Annual Meeting''),\1\ and (ii) to issue up to 7 
million shares of Common Stock from time to time through December 31, 
2000 in connection with the stock-based awards provided under the Plan.

    \1\ Cinergy has engaged Corporate Investor Communications, Inc., 
a professional proxy solicitation firm, to assist in the 
solicitation of proxies.
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    The Plan would enable Cinergy to provide a variety of long-term 
stock-based and cash incentives to officers and other key employees of 
Cinergy and its direct and indirect subsidiaries

[[Page 10408]]
(``Cinergy System''). The Plan would involve performance-based 
compensation, which might be conditioned on attainment of specified 
performance measures, in the nature of (i) stock options (``Options''), 
(ii) rights to receive the appreciation in fair market value of Common 
Stock (``Stock Appreciation Rights''), (iii) grants of Common Stock, 
subject to transfer restrictions and risk of forfeiture (``Restricted 
Stock''), (iv) Common Stock or rights to receive the fair market value 
of Common Stock (``Performance Stock''), (v) cash or Common Stock with 
the same fair market value (``Performance Awards''), (vi) Common Stock 
or cash equal in value to dividends on Common Stock (``Dividend 
Equivalents''), (vii) other stock-based awards denominated or payable 
in, valued by reference to, or otherwise based on or related to, Common 
Stock (``Other Stock-Based Awards''), and (viii) cash awards.
    Common Stock used for awards under the Plan may be authorized but 
unissued Common Stock or Common Stock purchased on the open market, in 
private transactions or otherwise. The maximum number of Common Stock 
that may be issued or transferred upon the exercise of Options or Stock 
Appreciation Rights, awarded as Restricted Stock and released from 
substantial risk of forfeiture, issued or transferred as Dividend 
Equivalents, and issued or transferred in payment of Performance Stock, 
Performance Awards or Other Stock-Based Awards which have been earned, 
shall not exceed 7 million shares through the year 2000.
    The Plan will be administered by the Compensation Committee of the 
Board (``Committee''), all of whose members will be non-employee 
members of the Board who are disinterested persons within the meaning 
of rule 16b-3 of the Securities Exchange Act of 1934.
    The group of Cinergy System employees who would be eligible to 
receive awards under the Plan consists of officers, employees who are 
employed in a significant executive, supervisory, administrative, 
operational or professional capacity, and employees who have the 
potential to contribute to the future success of the Cinergy System. 
The Committee would have the exclusive authority to determine, in its 
sole discretion, those eligible employees to whom awards would be 
granted at any time, as well as the type, size and other terms and 
conditions of each granted award, subject only to the parameters in the 
Plan. The Committee may make grants to employees under any or a 
combination of all of the various categories of awards that are 
authorized under the Plan.
    The Plan is intended to be of indefinite duration. However, the 
Board may amend or terminate the Plan in whole or in part, except that 
it will not, without the approval of Cinergy shareholders, increase the 
maximum amount of Common Stock that may be issued under the Plan, 
change the class of employees eligible to participate in the Plan, or 
cause the Plan to be in non-compliance with rule 16b-3 under the 
Securities Exchange Act of 1934.
    It appears that the application-declaration, to the extent that it 
relates to the proposed solicitation of proxies, should be permitted to 
become effective forthwith pursuant to rule 62.
    It is ordered, therefore, that the application-declaration, to the 
extent that it relates to the proposed solicitation of proxies be, and 
it hereby is, granted and permitted to become effective forthwith 
pursuant to rule 62 and subject to the terms and conditions prescribed 
in rule 24 under the Act.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-5968 Filed 3-12-96; 8:45 am]
BILLING CODE 8010-01-M