[Federal Register Volume 64, Number 48 (Friday, March 12, 1999)]
[Notices]
[Page 12391]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-6085]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26987]


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

March 5, 1999.
    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 under the Act. 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 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 March 30, 1999, to the Secretary, Securities and Exchange 
Commission, Washington, DC 20549, and serve a copy on the relevant 
applicant(s) and/or declarants(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 
should 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 issues in the 
matter. After March 30, 1999, the application(s) and/or declaration(s), 
as filed or as amended, may be granted and/or permitted to become 
effective.

Cinergy Corporation (70-9439)

Notice of Proposal to Amend Director Retirement Plans and Issue Shares 
of Common Stock; Order Authorizing Proxy Solicitation.

    Cinergy Corporation, a registered holding company (``Cinergy''), 
139 East Fourth Street, Cincinnati, Ohio 45202, has filed an 
application-declaration under sections 6(a), 7, 9(a), 10, and 12(e) of 
the Act and rules 54, 62 and 65.
    Cinergy proposes to: (1) amend its existing retirement plan 
(``Amended Plan'') to eliminate future accruals of benefits and 
provided for the conversion of currently accrued benefits to Cinergy 
common stock (``Common Stock''); (2) adopt a new retirement plan (``New 
Plan'') to supersede the Amended Plan; (3) solicit proxies to be voted 
in favor of the Amended Plan and New Plan at the annual shareholders 
meeting; and (4) issue up to 250,000 shares of Common Stock from time 
to time through December 31, 2004.
    Specifically, Cinergy proposes to amend its existing retirement 
plan for directors, under which non-employee directors of Cinergy, its 
two principal public utility subsidiaries, Cincinnati Gas & Electric 
Company, an Ohio electric and gas utility, and PSI Energy, Inc., an 
Indiana electricity utility, and its service company subsidiary, 
Cinergy Services, Inc. have accrued benefits. Under the existing plan, 
benefits have been accrued based upon years of service and have been 
payable, upon retirement, in cash. Under the Amended Plan these 
benefits would, upon retirement, be payable in Common Stock. Cinergy 
also proposes to adopt a New Plan for current and future non-employee 
directors under which future accruals of retirement benefits will be 
paid entirely in shares of Common Stock.
    Cinergy requests authority to issue up to 250,000 shares of Common 
Stock under the Amended and New Plans from time to time through 
December 31, 2004. Common Stock distributed under the Amended and New 
Plans may be newly issued or treasury shares or shares purchased on the 
open market.
    Cinergy seeks authorization to solicit proxies from holders of its 
outstanding shares of Common Stock to obtain their approval of the 
Amended and New Plan at the annual meeting of shareholders scheduled 
for April 21, 1999.
    Cinergy requests that the effectiveness of the application-
declaration with respect to the proxy solicitation be permitted to 
become effective immediately under rule 62(d). It appears to the 
Commission that the application-declaration, to the extent that it 
relates to the proposed solicitation of proxies, should be permitted to 
become effective immediately under rule 62(d).
    It is ordered, that the application-declaration, to the extent that 
it relates to the proposed solicitation of proxies, be permitted to 
become effective immediately, under 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, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 99-6085 Filed 3-11-99; 8:45 am]
BILLING CODE 8010-01-M