REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE CINCINNATI GAS & ELECTRIC COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OHIO 31-0240030
(STATE OF INCORPORATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
139 EAST FOURTH STREET
CINCINNATI, OHIO 45202
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 513-381-2000
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WILLIAM L. SHEAFER, TREASURER
139 EAST FOURTH STREET
CINCINNATI, OHIO 45202
(NAME AND ADDRESS OF AGENT FOR SERVICE)
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COPIES OF ALL COMMUNICATIONS TO:
CHARLES S. WHITMAN, III RONAL R. NEWBANKS
DAVIS POLK & WARDWELL TAFT, STETTINIUS & HOLLISTER
450 LEXINGTON AVENUE STAR BANK CENTER
NEW YORK, NEW YORK 10017 CINCINNATI, OHIO 45202
(COUNSEL FOR THE UNDERWRITERS) (COUNSEL FOR THE REGISTRANT)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of the Registration Statement.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT(1) PRICE(1) FEE
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First Mortgage Bonds...... $300,000,000 100% $300,000,000 $103,448.28
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(1) Estimated solely for the purpose of calculating the registration fee.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS
CONSTITUTING A PART OF THIS REGISTRATION STATEMENT ALSO RELATES TO THE
REMAINING $80,000,000 AGGREGATE PRINCIPAL AMOUNT OF THE $300,000,000 AGGREGATE
PRINCIPAL AMOUNT OF THE REGISTRANT'S FIRST MORTGAGE BONDS, SUCH BONDS HAVING
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 BY REGISTRATION STATEMENT NO.
33-50443.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PROSPECTUS
The Cincinnati Gas & Electric Company
FIRST MORTGAGE BONDS
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THE CINCINNATI GAS & ELECTRIC COMPANY INTENDS FROM TIME TO TIME TO ISSUE UP TO
$380,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS FIRST MORTGAGE BONDS (NEW
BONDS) IN ONE OR MORE SERIES ON TERMS TO BE DETERMINED AT THE TIME OR TIMES OF
SALE. FOR EACH ISSUE OF THE NEW BONDS FOR WHICH THIS PROSPECTUS IS BEING
DELIVERED (OFFERED BONDS), THERE IS AN ACCOMPANYING PROSPECTUS SUPPLEMENT
(PROSPECTUS SUPPLEMENT) THAT SETS FORTH THE AGGREGATE PRINCIPAL AMOUNT,
MATURITY, RATE AND TIME OF PAYMENT OF INTEREST, PURCHASE PRICE, ANY TERMS FOR
REDEMPTION AND ANY OTHER SPECIAL TERMS OF THE OFFERED BONDS.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
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CG&E may sell the New Bonds through underwriters, dealers or agents, or
directly to one or a limited number of purchasers. The Prospectus Supplement
will set forth the names of underwriters, dealers or agents, if any, any
applicable commissions or discounts and the net proceeds to CG&E from the sale
of the Offered Bonds.
February , 1994
THE CINCINNATI GAS & ELECTRIC COMPANY (CG&E) IS SUBJECT TO THE INFORMATIONAL
REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934 (EXCHANGE ACT) AND
ACCORDINGLY FILES REPORTS AND OTHER INFORMATION WITH THE SECURITIES AND
EXCHANGE COMMISSION. INFORMATION CONCERNING DIRECTORS AND OFFICERS, THEIR
REMUNERATION, AND ANY MATERIAL INTEREST OF SUCH PERSONS IN TRANSACTIONS WITH
CG&E, AS OF PARTICULAR DATES, IS DISCLOSED IN PROXY STATEMENTS DISTRIBUTED TO
CG&E'S SHAREHOLDERS AND FILED WITH THE COMMISSION. SUCH REPORTS, PROXY
STATEMENTS, AND OTHER INFORMATION CAN BE INSPECTED AND COPIED AT THE PUBLIC
REFERENCE FACILITIES MAINTAINED BY THE COMMISSION AT ROOM 1024, 450 FIFTH
STREET, N.W., WASHINGTON, D.C.; SUITE 1400, CITICORP CENTER, 500 WEST MADISON
STREET, CHICAGO, ILLINOIS; AND SEVEN WORLD TRADE CENTER, 13TH FLOOR, NEW YORK,
N.Y. COPIES OF SUCH MATERIAL CAN ALSO BE OBTAINED AT PRESCRIBED RATES FROM THE
PUBLIC REFERENCE SECTION OF THE COMMISSION AT ITS PRINCIPAL OFFICE AT 450 FIFTH
STREET, N.W., WASHINGTON, D.C. 20549. SUCH MATERIAL CAN ALSO BE INSPECTED AT
THE OFFICES OF THE NEW YORK STOCK EXCHANGE, THE CHICAGO STOCK EXCHANGE, THE
PACIFIC STOCK EXCHANGE, AND THE CINCINNATI STOCK EXCHANGE.
CG&E'S PRINCIPAL EXECUTIVE AND BUSINESS OFFICE IS LOCATED AT 139 EAST FOURTH
STREET, CINCINNATI, OHIO 45202 (TELEPHONE 513-381-2000).
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NO DEALER, SALESMAN, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS, AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY CG&E OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION IN SUCH STATE. THE DELIVERY OF THIS PROSPECTUS
AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE HEREOF.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated in this Prospectus by reference the following
documents heretofore filed with the Securities and Exchange Commission:
1. CG&E's Annual Report on Form 10-K for the year ended December 31,
1992 filed pursuant to the Exchange Act, as amended and supplemented by a
Form 10-K/A filed on November 29, 1993.
2. CG&E's Quarterly Reports on Form 10-Q for the quarters ended March
31, 1993, June 30, 1993 and September 30, 1993 filed pursuant to the
Exchange Act.
3. CG&E's Current Reports on Form 8-K dated March 3, 1993 (the financial
information for CG&E included therein has been superseded by financial
information for CG&E included in its Forms 10-K and 10-K/A for the year
ended December 31, 1992), March 15, 1993, July 2, 1993, September 8, 1993,
October 20, 1993 and October 26, 1993.
All documents filed by CG&E pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this Prospectus and prior to the termination
of this offering shall be deemed to be incorporated in this Prospectus by
reference and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which is deemed to be incorporated
by reference herein or in the Prospectus Supplement modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
CG&E HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A
COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF
ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS REFERRED TO ABOVE WHICH
HAVE BEEN OR MAY BE INCORPORATED IN THIS PROSPECTUS BY REFERENCE, OTHER THAN
EXHIBITS TO SUCH DOCUMENTS. REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO MR.
WILLIAM L. SHEAFER, TREASURER, THE CINCINNATI GAS & ELECTRIC COMPANY, 139 EAST
FOURTH STREET, CINCINNATI, OHIO 45202 (TELEPHONE 513-381-2000).
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THE COMPANY
CG&E (incorporated in Ohio in 1837) and its subsidiaries are primarily
engaged in providing electric and gas service in the southwestern portion of
Ohio and adjacent areas in Kentucky and Indiana. The area served with
electricity or gas, or both, covers approximately 3,000 square miles with an
estimated population of 1.8 million and includes the cities of Cincinnati and
Middletown in Ohio, Covington and Newport in Kentucky, and Lawrenceburg in
Indiana.
USE OF PROCEEDS
The net proceeds after underwriting commissions and estimated expenses from
the sale of the New Bonds will be used for general corporate purposes,
including additional construction. Reference is made to the Prospectus
Supplement for the use of the net proceeds from the sale of the Offered Bonds.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for each of the years ended December
31, 1989 through 1993 were 3.20, 2.84, 2.45, 2.57 and 1.48, respectively.
DESCRIPTION OF NEW BONDS
The New Bonds will be issued in one or more series under the First Mortgage
dated as of August 1, 1936 between CG&E and The Bank of New York, Trustee, as
supplemented to date and as proposed to be supplemented by one or more
supplemental indentures (the Mortgage). The New Bonds may be presented for
transfer or exchange at the office of the Trustee, 101 Barclay Street, New
York, New York.
The statements herein concerning the New Bonds and the Mortgage are merely an
outline and do not purport to be complete. They are qualified in their entirety
by the provisions of the Mortgage, to which reference is hereby made.
The New Bonds will be limited to a principal amount of $380,000,000.
Reference is made to the Prospectus Supplement relating to any particular issue
of Offered Bonds for the following terms: (i) the aggregate principal amount of
the Offered Bonds; (ii) the date or dates on which such Offered Bonds mature;
(iii) the rate or rates per annum at which such Offered Bonds will bear
interest; (iv) the times at which such interest will be payable; (v) the
redemption terms of such Offered Bonds; and (vi) any other special terms.
Interest will be paid to registered holders of record on the applicable record
date as established in the supplemental indenture relating to the Offered
Bonds. Each record date for the payment of interest will be the first day of
the month for an interest payment date occurring on the fifteenth day of the
same month or the fifteenth day of the month for an interest payment date
occurring on the first day of the following month. Both principal and interest
will be payable by check in New York, N.Y. Unless otherwise specified in the
Prospectus Supplement, the New Bonds will be issued only in fully registered
form in denominations of $1,000 and integral multiples thereof.
The New Bonds may be exchanged without charge for New Bonds of other
denominations, unless otherwise specified in the Prospectus Supplement.
The New Bonds are not entitled to the benefits of an Improvement and Sinking
Fund.
MAINTENANCE AND REPLACEMENT FUND
The New Bonds are not entitled to the benefits of a Maintenance and
Replacement Fund. However, with respect to all series of Bonds issued prior to
1976, the Mortgage provides that CG&E will pay to the Trustee on or before
April 30 of each year, in cash or principal amount of Bonds of any series
issued under
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the Mortgage (Bonds), an amount equal to the minimum provision for depreciation
for the preceding calendar year, less 100% of the cost of unfunded property
additions which it may desire to deduct in satisfaction thereof. The minimum
provision for depreciation consists of (1) 15% of operating revenues derived
from the operation of CG&E's plant and properties after deducting the cost of
purchased electricity and gas and rentals paid for the use of property owned by
others and leased to or operated by CG&E and the maintenance of which and
depreciation on which are borne by the owners, less (2) expenditures for
maintenance and repairs.
CG&E has covenanted to maintain its properties in thorough repair, working
order and condition, and to provide adequate reserves for depreciation.
SECURITY
The New Bonds will be secured by the Mortgage equally and ratably with all
other Bonds now or hereafter issued under the Mortgage. The Mortgage
constitutes, in the opinion of Taft, Stettinius & Hollister, counsel for CG&E,
a first mortgage lien on all of the real estate, the personal property and
franchises of CG&E, subject to excepted encumbrances as defined therein and
except as hereinafter stated. There are also excepted from the lien (1) except
in case of a Completed Default, as defined (followed by a taking possession of
the mortgaged property), revenues, earnings, rents, issues, income and profits
of the mortgaged property, cash, bills, notes and accounts receivable,
contracts and choses in action, materials, supplies and construction equipment;
and (2) in any case, bonds, notes, evidences of indebtedness, shares of stock
and other securities, except such as may be specifically subjected to the lien
thereof. The principal properties in which CG&E has undivided interests are not
subject to partition of such interests for at least twenty-one years.
The Mortgage contains provisions which subject after-acquired property
(subject to pre-existing liens) to the lien thereof. These provisions may not
be effective as to property acquired subsequent to the filing of a case with
respect to CG&E under the federal Bankruptcy Reform Act of 1978, which became
effective October 1, 1979.
Certain covenants prohibiting the disposition by CG&E of equity securities
of, and limiting the creation of indebtedness by, subsidiaries other than
CG&E's Kentucky subsidiary, The Union Light, Heat and Power Company (Union
Light), applicable in respect of certain outstanding Bonds will not apply in
respect of the New Bonds.
ISSUANCE OF ADDITIONAL BONDS
Additional Bonds in one or more series may be issued in principal amounts
equal to (1) 60% of the cost or the then fair value to CG&E (whichever shall be
less) of unfunded property additions acquired, made or constructed subsequent
to September 30, 1945, less the excess, if any, of retirements over the minimum
provision for depreciation, (2) the principal amount of Bonds previously issued
under the Mortgage and retired (otherwise than under a sinking fund and in
certain other cases) or deposited with the Trustee for retirement, or (3)
amounts of cash deposited with the Trustee, which cash may be withdrawn as CG&E
becomes entitled to the issuance of further amounts of Bonds. The supplemental
indentures relating to the New Bonds will provide that, at any time when no
Bonds of any Series created prior to 1986 are outstanding, CG&E may amend the
Mortgage without the consent of holders of then outstanding Bonds to increase
the 60% figure of unfunded property additions referred to in clause (1) of the
preceding sentence to 66 2/3%. Bonds may be issued upon the basis of property
additions and cash deposits only if net earnings (as defined in Section 5 of
Article Five of the Mortgage) for any 12 consecutive calendar months within the
15 calendar months immediately preceding such issuance are at least twice the
annual interest charges on all outstanding indebtedness having an equal or
prior lien, including the additional issue. For the 12 months ended December
31, 1993, based on bonds outstanding on that date, such coverage was sufficient
to issue the entire amount of the New Bonds. No Bonds may be issued against
property additions if (1) prior lien bonds outstanding against such property
additions exceed 35% of the cost or fair value (whichever shall be less) of
such property additions, or (2) the aggregate principal amount of all prior
lien bonds exceeds 15% of the principal amount of all Bonds issued and
outstanding under the Mortgage plus Bonds proposed to be issued.
4
The New Bonds will be issued on the basis of unfunded property additions or
against the retirement of Bonds.
MODIFICATIONS OF THE MORTGAGE
The rights and obligations of CG&E and of the Bondholders may be modified
only with the consent of the holders of at least 75% in principal amount of the
Bonds then outstanding and affected thereby. No such modification shall extend
the maturity of or reduce the rate of interest on or otherwise modify the terms
of payment of principal or interest on any Bond without the express consent of
the holder of such Bond or permit the creation of any lien ranking prior to or
equal with the lien of the Mortgage on any of the mortgaged property. The
supplemental indentures relating to the New Bonds will provide that, at any
time when no Bonds of any Series created prior to 1986 are outstanding, CG&E
may amend the Mortgage without the consent of holders of then outstanding Bonds
to reduce the 75% figure in principal amount of Bonds referred to in the first
sentence of this paragraph to 66 2/3%.
Notice of a proposed modification must be published in newspapers of general
circulation in New York, New York and Cincinnati, Ohio and the Mortgage
provides that the modification must be consented to in writing within twelve
months after the first publication of such notice. The Twelfth Supplemental
Indenture and all subsequent supplemental indentures provide that CG&E may,
without the consent of holders of Bonds issued under such supplemental
indentures, amend the Mortgage to remove this time limitation and to provide
that any consent of holders of a particular Series of Bonds may be evidenced by
the supplemental indenture establishing the terms and provisions of such Bonds.
The supplemental indentures relating to the New Bonds will contain similar
provisions. However, such an amendment would have to be approved by the consent
of holders of 75% of any outstanding Bonds issued under supplemental indentures
prior to the Twelfth Supplemental Indenture.
REDEMPTION
The New Bonds may be redeemable in whole or in part at the election of CG&E
on 30 days' notice. Reference is made to the Prospectus Supplement for the
redemption terms of the Offered Bonds.
In the event that CG&E elects to redeem less than all of the New Bonds, the
New Bonds to be redeemed will be drawn by lot in such manner as the Trustee may
elect.
EVENTS OF DEFAULT
A Completed Default is defined in the Mortgage as being: default in payment
of principal; default for 90 days in payment of any interest; default for 90
days in making any Improvement and Sinking Fund or Maintenance and Replacement
Fund payment; default in certain cases in payment of interest or principal of
outstanding prior lien bonds beyond the period of grace specified in the
Mortgage or other lien constituting a prior lien; default for 90 days after
notice in the performance of any other covenants in the Mortgage; and certain
events of bankruptcy, insolvency, or reorganization. The Mortgage provides that
the Trustee may withhold notice to the Bondholders of any default (except in
payment of principal of, or interest on the Bonds, or in making any Improvement
and Sinking Fund or Maintenance and Replacement Fund payment) if the Trustee
considers it in the interest of the Bondholders to do so. The Mortgage provides
that, if a Completed Default specified therein shall have occurred, either the
Trustee or the holders of 25% in principal amount of the Bonds then outstanding
may declare the principal of and accrued interest on all the Bonds to be due
and payable, but in certain cases the holders of a majority in principal amount
of the Bonds then outstanding may annul such declaration and its consequences,
and may waive past defaults if the mortgage agreements in respect to which the
default occurred have been fully performed and all arrears of interest,
principal of any Bonds then due, and Trustee's expenses have been paid.
Evidence of compliance with certain conditions and covenants of the Mortgage is
periodically furnished by CG&E.
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The holders of a majority in principal amount of the Bonds at the time
outstanding will have the right to direct the method and place of conducting
any proceeding for any sale, foreclosure, or other proceeding
under the Mortgage, and the right to direct the Trustee to exercise any trust
or power with respect to entry or sale conferred on the Trustee, provided that
such direction is in accordance with the Mortgage and applicable law and such
holders offer to the Trustee indemnity satisfactory to it against its costs,
expenses, and liabilities.
Subject to the right of any holder to enforce the payment of the principal of
and interest on his Bonds at and after the maturity thereof, no holder of any
Bond shall have any right to institute any proceeding to enforce the Mortgage
unless such holder shall have previously given the Trustee notice of a
Completed Default and unless also the holders of at least 25% in principal
amount of the Bonds then outstanding have (i) made written request to the
Trustee, (ii) offered the Trustee reasonable opportunity to exercise its powers
or institute action in its own name, and (iii) offered to the Trustee indemnity
satisfactory to it against its costs, expenses, and liabilities.
CONCERNING THE TRUSTEE
The Bank of New York is the Trustee under the Mortgage. It is also Trustee
under the mortgage indenture covering outstanding First Mortgage Bonds of Union
Light. The Bank of New York makes loans to CG&E, acts as depositary for funds
of, and performs other services for CG&E and Union Light in the normal course
of business.
PLAN OF DISTRIBUTION
CG&E may sell the New Bonds in any of three ways: (i) through underwriters or
dealers; (ii) directly to a limited number of purchasers or to a single
purchaser; or (iii) through agents. The Prospectus Supplement with respect to
the Offered Bonds sets forth the terms of the offering of the Offered Bonds,
including the name or names of any underwriters, dealers or agents, the
purchase price of such Offered Bonds and the proceeds to CG&E from such sale,
any underwriting discounts and other items constituting underwriters'
compensation, any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers. Any initial public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers may be changed from time to time.
If underwriters are used in the sale, the New Bonds will be acquired by the
underwriters for their own account and may be resold from time to time in one
or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The
underwriters with respect to a particular Underwritten Offering of Offered
Bonds will be named in the Prospectus Supplement relating to such offering and,
if an underwriting syndicate is used, the managing underwriter or underwriters
will be set forth on the cover page of such Prospectus Supplement. In
connection with the sale of Offered Bonds, the underwriters may receive
compensation from CG&E or from purchasers in the form of discounts, concessions
or commissions. The underwriters will be, and any dealers participating in the
distribution of the Offered Bonds may be, deemed to be underwriters within the
meaning of the Securities Act of 1933. CG&E has agreed to indemnify the
underwriters against certain civil liabilities, including liabilities under the
Securities Act of 1933. The underwriting agreement pursuant to which any
Offered Bonds are to be sold will provide that the obligations of the
underwriters are subject to certain conditions precedent and that the
underwriters will be obligated to purchase all of the Offered Bonds if any are
purchased.
Offered Bonds may be sold directly by CG&E or through agents designated by
CG&E from time to time. The Prospectus Supplement sets forth the name of any
agent involved in the offer or sale of the Offered Bonds in respect of which
the Prospectus Supplement is delivered as well as any commissions payable by
CG&E to such agent. Unless otherwise indicated in the Prospectus Supplement,
any such agent will be acting on a best efforts basis for the period of its
appointment.
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If so indicated in the Prospectus Supplement, CG&E will authorize agents,
underwriters or dealers to solicit offers by certain specified institutions to
purchase Offered Bonds from CG&E at the public offering price set forth in the
Prospectus Supplement pursuant to delayed delivery contracts providing for
payment and delivery on a specified date in the future. Such contracts will be
subject to those conditions set forth in the Prospectus Supplement, and the
Prospectus Supplement will set forth the commission payable for solicitation of
such contracts.
STATEMENT CONCERNING EXPERTS
The statements made in CG&E's Annual Report on Form 10-K for the year ended
December 31, 1992 under "Rate Matters", "Regulation" and "Environmental
Matters", under "OTHER INFORMATION--Environmental Matters" in Part II of CG&E's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1993 (which
documents are incorporated in this Prospectus by reference), and under
"Description of New Bonds" in this Prospectus, have been reviewed by Taft,
Stettinius & Hollister, counsel for CG&E. The statements therein as to matters
of law and legal conclusions are made on the authority of that firm as experts.
The members and associates of the firm and their immediate families own
directly or indirectly an aggregate of 6,926 shares of CG&E's Common Stock and
1,940 shares of CG&E's Preferred Stock.
The consolidated balance sheet and schedules of common shareholders' equity
and cumulative preferred shares and long-term debt of CG&E and subsidiaries as
of December 31, 1992 and 1991 and the related consolidated statements of
income, changes in common shareholders' equity, and cash flows and schedule of
taxes for each of the three years in the period ended December 31, 1992,
included in CG&E's Annual Report on Form 10-K for the year ended December 31,
1992, as amended, have been audited by Arthur Andersen & Co., independent
public accountants, as indicated in their report with respect thereto, and are
incorporated herein by reference in reliance upon the authority of said firm as
experts in accounting and auditing in giving said report.
The consolidated financial statements of PSI Resources, Inc. included in
CG&E's Current Report on Form 8-K dated March 3, 1993, have been audited by
Arthur Andersen & Co., independent public accountants, as indicated in their
report with respect thereto, and are incorporated herein by reference in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said report. Reference is made to said report dated January 27, 1993,
on the consolidated financial statements which includes explanatory paragraphs
that describe the litigation and rate appeals described in Notes 3 and 4,
respectively, to the consolidated financial statements therein.
LEGAL OPINIONS
The legality of the New Bonds will be passed upon for CG&E by Taft,
Stettinius & Hollister, Star Bank Center, Cincinnati, Ohio 45202, and for the
Underwriters by Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York
10017, who may rely as to matters of Ohio law on the opinion of Taft,
Stettinius & Hollister or other Ohio counsel. In the past, Davis Polk &
Wardwell has acted as counsel in certain matters for CG&E.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
CG&E estimates that expenses to be incurred and borne by it in connection
with the proposed sale of the First Mortgage Bonds to be registered are as
follows:
ITEM AMOUNT
---- --------
Registration Fee................................................ $103,448
Rating Agencies Fees............................................ 165,000
Printing........................................................ 30,000
Engraving....................................................... 15,000
Trustee's Fees and Expenses..................................... 100,000
Legal Fees...................................................... 50,000
Accounting Fees................................................. 45,000
Blue Sky and Legal Investment Expenses.......................... 30,000
Other........................................................... 21,552
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Total...................................................... $560,000
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1701.13(E) of the Ohio Revised Code provides that a corporation may
indemnify or agree to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action,
suit, or proceeding whether civil, criminal, administrative, or investigative,
other than an action by or in the right of the corporation, by reason of the
fact that the person is or was a director, officer, employee, or agent of the
corporation, or is or was serving at its request as a director, trustee,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit, or proceeding if
the person is determined under the procedure described in the Section to have
(a) acted in good faith and in a manner the person reasonably believed to be in
or not opposed to the best interests of the corporation, and (b) had no
reasonable cause to believe the conduct was unlawful in the case of any
criminal action or proceeding. However, with respect to expenses actually and
reasonably incurred in connection with the defense or settlement of any action
or suit by or in the right of the corporation to procure a judgment in its
favor, no indemnification is to be made (i) in respect of any claim, issue, or
matter as to which such person was adjudged liable for negligence or misconduct
in the performance of such person's duty to the corporation unless, and only to
the extent that, it is determined by the court upon application that, despite
the adjudication of liability, such person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper, or (ii) in respect of
any action or suit in which the only liability asserted against a director is
in connection with the alleged making of an unlawful loan, dividend or
distribution of corporate assets. The Section also provides that such person
shall be indemnified against expenses actually and reasonably incurred by the
person to the extent successful in defense of the actions referred to above, or
in defense of any claim, issue, or matter therein.
CG&E's Regulations contain substantially the same provisions except that
indemnity under the statute is made mandatory as to directors and officers by
the Regulations.
CG&E maintains an insurance policy covering its directors and officers
against certain civil liabilities, including liabilities under the Securities
Act of 1933.
The underwriters, dealers or agents, if any, will agree under certain
circumstances to indemnify the directors and certain officers of CG&E against
certain civil liabilities, principally liabilities under the Securities Act of
1933.
II-1
ITEM 16. EXHIBITS.
The following exhibits are filed as part of the Registration Statement:
EXHIBIT
NO.
-------
*1 --Form of Underwriting Agreement (filed as Exhibit 1 to Registration
Statement No. 33-45115)
*2-A-1 --Amended and Restated Agreement and Plan of Reorganization by and
among CG&E, PSI Resources, Inc., PSI Energy, Inc., CINergy Corp.
and CINergy Sub, Inc., dated as of December 11, 1992, as amended on
July 2, 1993 and as of September 10, 1993 (filed as Annex A to
Amendment No. 3 to Registration Statement No. 33-59964 on Form S-4)
*2-A-2 --Form of CG&E Stock Option Agreement by and between CG&E and PSI
Resources, Inc. dated December 11, 1992 (filed as Exhibit 28 to
Form 8-K dated December 11, 1992)
*2-A-3 --Form of PSI Stock Option Agreement by and among CG&E, PSI
Resources, Inc. and PSI Energy, Inc. dated December 11, 1992 (filed
as Exhibit 28 to Form 8-K dated December 11, 1992)
*2-A-4 --Letter Agreement between CG&E and PSI Resources, Inc. dated August
13, 1993 (filed as Exhibit 28 to Amendment No. 10 to Schedule 14D-9
dated August 16, 1993)
*4-A-1 --Copy of Indenture between CG&E and The Bank of New York dated as
of August 1, 1936 (filed as Exhibit B-2 to Registration Statement
No. 2-2374)
4-A-2 --(This space has been left blank intentionally)
4-A-3 --(This space has been left blank intentionally)
4-A-4 --(This space has been left blank intentionally)
4-A-5 --(This space has been left blank intentionally)
4-A-6 --(This space has been left blank intentionally)
*4-A-7 --Copy of Tenth Supplemental Indenture between CG&E and The Bank of
New York dated as of July 1, 1967 (filed as Exhibit 2-B-11 to
Registration Statement No. 2-26549)
*4-A-8 --Copy of Eleventh Supplemental Indenture between CG&E and The Bank
of New York dated as of May 1, 1969 (filed as Exhibit 2-B-12 to
Registration Statement No. 2-32063)
*4-A-9 --Copy of Twelfth Supplemental Indenture between CG&E and The Bank
of New York dated as of December 1, 1970 (filed as Exhibit 2-B-13
to Registration Statement No. 2-38551)
*4-A-10 --Copy of Thirteenth Supplemental Indenture between CG&E and The
Bank of New York dated as of November 1, 1971 (filed as Exhibit 2-
B-14 to Registration Statement No. 2-41974)
*4-A-11 --Copy of Fourteenth Supplemental Indenture between CG&E and The
Bank of New York dated as of November 2, 1972 (filed as Exhibit 2-
B-15 to Registration Statement No. 2-60961)
*4-A-12 --Copy of Fifteenth Supplemental Indenture between CG&E and The Bank
of New York dated as of August 1, 1973 (filed as Exhibit 2-B-16 to
Registration Statement No. 2-60961)
4-A-13 --(This space has been left blank intentionally)
4-A-14 --(This space has been left blank intentionally)
*4-A-15 --Copy of Eighteenth Supplemental Indenture between CG&E and The
Bank of New York dated as of October 15, 1976 (filed as Exhibit 2-
B-19 to Registration Statement No. 2-57243)
*4-A-16 --Copy of Nineteenth Supplemental Indenture between CG&E and The
Bank of New York dated as of April 15, 1978 (filed as Exhibit 1 to
Form 10-Q for the quarter ended June 30, 1978)
4-A-17 --(This space has been left blank intentionally)
4-A-18 --(This space has been left blank intentionally)
4-A-19 --(This space has been left blank intentionally)
4-A-20 --(This space has been left blank intentionally)
4-A-21 --(This space has been left blank intentionally)
*4-A-22 --Copy of Twenty-fifth Supplemental Indenture between CG&E and The
Bank of New York dated as of December 1, 1985 (filed as Exhibit 4-
A-20 to Form 10-K for the year ended December 31, 1985)
- --------
* The exhibits with an asterisk have been filed with the SEC and are
incorporated herein by reference.
II-2
EXHIBIT
NO.
-------
4-A-23 --(This space has been left blank intentionally)
4-A-24 --(This space has been left blank intentionally)
4-A-25 --(This space has been left blank intentionally)
*4-A-26 --Copy of Twenty-ninth Supplemental Indenture between CG&E and The
Bank of New York dated as of June 15, 1989 (filed as Exhibit 4-A to
Form 10-Q for the quarter ended June 30, 1989)
*4-A-27 --Copy of Thirtieth Supplemental Indenture between CG&E and The Bank
of New York dated as of May 1, 1990 (filed as Exhibit 4-A to Form
10-Q for the quarter ended June 30, 1990)
*4-A-28 --Copy of Thirty-first Supplemental Indenture between CG&E and The
Bank of New York dated as of December 1, 1990 (filed as Exhibit 4-
A-21 to Form 10-K for the year ended December 31, 1990)
*4-A-29 --Copy of Thirty-second Supplemental Indenture between CG&E and The
Bank of New York dated as of December 15, 1991 (filed as Exhibit 4-
A-29 to Registration Statement No. 33-45115)
*4-A-30 --Copy of Thirty-third Supplemental Indenture between CG&E and The
Bank of New York dated as of September 1, 1992 (filed as Exhibit 4-
A-30 to Registration Statement No. 33-53578)
*4-A-31 --Copy of Thirty-fourth Supplemental Indenture between CG&E and The
Bank of New York dated as of October 1, 1993 (filed as Exhibit 4-A
to Form 10-Q for the quarter ended September 30, 1993)
4-A-32 --Copy of Thirty-fifth Supplemental Indenture between CG&E and The
Bank of New York dated as of January 1, 1994
4-A-33 --Copy of Thirty-sixth Supplemental Indenture between CG&E and The
Bank of New York dated as of February 15, 1994
*4-A-34 --Form of proposed Supplemental Indenture between CG&E and The Bank
of New York (filed as Exhibit 4-A-27 to Registration Statement No.
33-34889)
5 --Opinion of Taft, Stettinius & Hollister as to legality of the New
Bonds
12 --Computation of ratio of earnings to fixed charges (Consolidated)
23-A --Consent of Taft, Stettinius & Hollister (included in their opinion
filed as Exhibit 5)
23-B-1 --Consent of Arthur Andersen & Co., Cincinnati, Ohio (see page II-7)
23-B-2 --Consent of Arthur Andersen & Co., Indianapolis, Indiana (see page
II-8)
24-A --Power of Attorney (set forth on page II-5)
24-B --Certified copy of resolution of CG&E's Board of Directors
25 --Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of The Bank of New York
- --------
* The exhibits with an asterisk have been filed with the SEC and are
incorporated herein by reference.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
II-3
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
----------------
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 of this
Registration Statement, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted against the registrant by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person signing below constitutes
William L. Sheafer, James J. Mayer and C. Robert Everman, and each of them,
with full power to act without the others, his lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, in any capacity, to sign any amendment to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission granting unto
the attorneys-in-fact and agents, and each of them, full authority to do each
act necessary to be done, as fully to all purposes as he might do in person,
hereby ratifying all that the attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
----------------
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
The Cincinnati Gas & Electric Company, a corporation organized and existing
under the laws of Ohio, certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Cincinnati and State
of Ohio on the 16th day of February, 1994.
THE CINCINNATI GAS & ELECTRIC COMPANY
/s/ Jackson H. Randolph
By___________________________________
(JACKSON H. RANDOLPH,
CHAIRMAN OF THE BOARD,
PRESIDENT AND CHIEF EXECUTIVE OFFICER)
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
(i) Principal Executive Officer: Chairman of theBoard,
President and Chief
/s/ Jackson H. Randolph Executive Officer February 16, 1994
- --------------------------------------
(JACKSON H. RANDOLPH)
(ii) Principal Financial Officer: Senior
Vice-President--
/s/ C. R. Everman Finance February 16, 1994
- -------------------------------------
(C. R. EVERMAN)
(iii) Principal Accounting Officer:
/s/ Daniel R. Herche Controller February 16, 1994
- -------------------------------------
(DANIEL R. HERCHE)
II-5
(iv) A Majority of the Board of Directors:
/s/ NEIL A. ARMSTRONG
--------------------------------- February 16, 1994
(Neil A. Armstrong)
/s/ OLIVER W. BIRCKHEAD
--------------------------------- February 16, 1994
(Oliver W. Birckhead)
/s/ CLEMENT L. BUENGER
--------------------------------- February 16, 1994
(Clement L. Buenger)
/s/ C. R. EVERMAN
--------------------------------- February 16, 1994
(C. R. EVERMAN)
/s/ GEORGE C. JUILFS
--------------------------------- February 16, 1994
(GEORGE C. JUILFS)
/s/ THOMAS E. PETRY
--------------------------------- February 16, 1994
(Thomas E. Petry)
/s/ JACKSON H. RANDOLPH
--------------------------------- February 16, 1994
(Jackson H. Randolph)
--------------------------------- February 16, 1994
(Jane L. Rees)
/s/ JOHN J. SCHIFF, Jr.
--------------------------------- February 16, 1994
(John J. Schiff, JR.)
/s/ DUDLEY S. TAFT
--------------------------------- February 16, 1994
(Dudley S. Taft)
/s/ OLIVER W. WADDELL
--------------------------------- February 16, 1994
(Oliver W. Waddell)
II-6
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated January 25, 1993
(except with respect to Note 5 as to which the date is November 15, 1993),
included in the Annual Report on Form 10-K for the year ended December 31,
1992, as amended, of The Cincinnati Gas & Electric Company, filed pursuant to
the Securities Exchange Act of 1934, and to all references to our Firm included
in this Registration Statement.
Arthur Andersen & Co.
Cincinnati, Ohio,
February 16, 1994.
II-7
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated January 27, 1993,
on the consolidated financial statements of PSI Resources, Inc. included in The
Cincinnati Gas & Electric Company's Current Report on Form 8-K dated March 3,
1993, and to all references to our firm included in this Registration
Statement.
Arthur Andersen & Co.
Indianapolis, Indiana,
February 16, 1994.
----------------
The consent of Counsel named as experts is included in their opinion being
filed as an Exhibit to the Registration Statement.
II-8