AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON , 1999
REGISTRATION NO. 333-
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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 UNION LIGHT, HEAT AND POWER COMPANY
(Exact name of registrant as specified in its charter)
KENTUCKY 31-0473080
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
139 EAST FOURTH STREET
CINCINNATI, OHIO 45202
(513) 421-9500
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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WILLIAM L. SHEAFER
VICE PRESIDENT AND TREASURER
THE UNION LIGHT, HEAT AND POWER COMPANY
139 EAST FOURTH STREET
CINCINNATI, OHIO 45202
(513) 421-9500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
RONAL R. NEWBANKS, ESQ. CHARLES S. WHITMAN, III, ESQ.
TAFT, STETTINIUS & HOLLISTER LLP DAVIS POLK & WARDWELL
1800 FIRSTAR TOWER 450 LEXINGTON AVENUE
CINCINNATI, OH 45202 NEW YORK, NY 10017
(COUNSEL FOR THE REGISTRANT) (COUNSEL FOR THE UNDERWRITERS)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after this Registration Statement becomes effective.
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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, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE
Debt Securities............................ $50,000,000 100% $50,000,000 $13,900
(1) Estimated solely for the purpose of calculating the registration fee.
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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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED , 1999
PROSPECTUS
THE UNION LIGHT, HEAT AND POWER COMPANY
$50,000,000
DEBT SECURITIES
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WE WILL PROVIDE THE SPECIFIC TERMS OF THESE SECURITIES IN SUPPLEMENTS TO THIS
PROSPECTUS.
YOU SHOULD READ THIS PROSPECTUS AND THE SUPPLEMENTS CAREFULLY BEFORE YOU INVEST.
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THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT
APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS IS , 1999
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission (the "Commission") utilizing a "shelf"
registration process. Under this shelf process, we may, from time to time, sell
any combination of the securities described in this prospectus in one or more
offerings up to a total dollar amount of $50,000,000. This prospectus provides
you with a general description of the securities we may offer. Each time we sell
securities, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may also
add, update or change information contained in this prospectus. You should read
both this prospectus and any prospectus supplement together with additional
information described under the heading "Where You Can Find More Information."
In this prospectus, unless the context indicates otherwise, the words
"ULH&P," "we," "our," "ours" and "us" refer to The Union Light, Heat and Power
Company.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Commission. You may read and copy any document that we file
at the Public Reference Room of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Information on the operation of the Public Reference
Room may be obtained by calling the Commission at 1-800-SEC-0330. You may also
read our filings at the regional offices of the Commission located at Citicorp,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade
Center, New York, New York 10048 or over the Internet at the Commission's home
page at http://www.sec.gov.
This prospectus is part of a registration statement on Form S-3 filed with
the Commission under the Securities Act of 1933 (the "Securities Act"). It does
not contain all of the information that is important to you. You should read the
registration statement for further information with respect to ULH&P and the
debt securities. Statements contained in this prospectus concerning the
provisions of any document filed as an exhibit to the registration statement or
otherwise filed with the Commission highlights selected information, and in each
instance reference is made to the copy of the document filed.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Our Annual Report on Form 10-K for the year ended December 31, 1998 and
Quarterly Report on Form 10-Q for the quarter ended March 31, 1999, filed
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), are
incorporated into this prospectus by reference.
We also incorporate by reference any filings made with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this prospectus and until we sell all of the debt securities. You
may request a copy of these filings at no cost, by writing or telephoning the
office of Mr. William L. Sheafer, Vice President and Treasurer, The Union Light,
Heat and Power Company, 139 East Fourth Street, Cincinnati, Ohio 45202,
telephone number (513) 421-9500.
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THE COMPANY
We are an electric and gas public utility company incorporated in Kentucky.
We are primarily engaged in the transmission, distribution, and sale of electric
energy and the sale and transportation of natural gas in northern Kentucky. The
area we serve with electricity, gas, or both covers approximately 500 square
miles, has an estimated population of 322,000 people, and includes the cities of
Covington and Newport in Kentucky.
We are a wholly-owned subsidiary of The Cincinnati Gas and Electric Company,
an exempt holding company under the Public Utility Holding Company Act of 1935.
The Cincinnati Gas and Electric Company is a wholly owned subsidiary of Cinergy
Corp., a registered holding company under the Public Utility Holding Company Act
of 1935.
Our principal executive offices are located at 139 East Fourth Street,
Cincinnati, Ohio 45202; our telephone number is (513) 421-9500.
USE OF PROCEEDS
Unless otherwise set forth in a prospectus supplement, the net proceeds from
the sale of the debt securities will be used for general corporate purposes
including repayment of debt and construction costs.
SELECTED FINANCIAL INFORMATION
The following tables show selected financial information of ULH&P. This
information is derived from our historical results. See "Where You Can Find More
Information." All amounts are in thousands except for the percents.
THREE MONTHS
ENDED MARCH 31, YEAR ENDED DECEMBER 31,
1999 ----------------------------------
(UNAUDITED) 1998 1997 1996
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Operating Revenues......................................... $ 82,159 $ 256,813 $ 271,622 $ 267,768
Operating Income........................................... 13,245 27,170 28,021 30,868
Interest................................................... 1,563 4,604 4,768 4,661
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Net Income................................................. $ 6,543 $ 13,550 $ 12,917 $ 14,596
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OUTSTANDING OUTSTANDING
MARCH 31, 1999 DECEMBER 31, 1998
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% OF % OF
AMOUNT CAPITALIZATION AMOUNT CAPITALIZATION
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(UNAUDITED)
Total Debt................................................. $ 85,957 38.8% $ 106,370 45.2%
Common Stock Equity........................................ 135,360 61.2 128,818 54.8
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Total Capitalization....................................... $ 221,317 100.0% $ 235,188 100.0%
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RATIO OF EARNINGS TO FIXED CHARGES
Listed below is the ratio of earnings to fixed charges for the three months
ended March 31, 1999 and for each year of the five year period ended December
31, 1998.
THREE MONTHS
ENDED YEAR ENDED DECEMBER 31,
MARCH 31 -------------------------------
1999 1998 1997 1996
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Ratio of Earnings to Fixed Charges..................................... 7.09 4.40 5.09 4.98
1995 1994
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Ratio of Earnings to Fixed Charges..................................... 3.05 2.31
For the purpose of computing the ratio of earnings to fixed charges,
earnings consist of pre-tax income from continuing operations plus fixed
charges. Fixed charges consist of:
- interest expense;
- amortized premiums, discounts and capitalized expenses related to
indebtedness; and
- an estimate of the interest within rental expense.
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DESCRIPTION OF DEBT SECURITIES
This prospectus describes certain general terms and provisions of the debt
securities. When we offer to sell a particular series of debt securities, we
will describe the specific terms for the debt securities in a supplement to this
prospectus. The prospectus supplement will also indicate whether the general
terms and provisions described in this prospectus apply to a particular series
of debt securities. The debt securities will be issued under the Indenture dated
as of July 1, 1995 between us and Fifth Third Bank, as Trustee.
We have summarized certain terms and provisions of the Indenture. The
summary is not complete. The Indenture has been incorporated by reference as an
exhibit to the registration statement of which this prospectus forms a part. You
should read the Indenture for the provisions which may be important to you.
Capitalized terms used in this summary have the meanings specified in the
Indenture. The Indenture is subject to and governed by the Trust Indenture Act
of 1939, as amended.
GENERAL
The Indenture allows us to issue debt securities in an unlimited amount from
time to time.
The debt securities will be unsecured obligations of ULH&P.
The relevant prospectus supplement will describe the terms of any debt
securities being offered, including:
- the title of the debt securities;
- any limit on the aggregate principal amount of the debt securities;
- the date or dates on which the principal of any of the debt securities
will be payable;
- the rate or rates at which any of the debt securities will bear interest,
if any;
- the date from which interest, if any, on the debt securities will accrue,
the dates on which interest, if any, will be payable, the date on which
payment of interest, if any, will commence, and the record dates for any
interest payments;
- the right, if any, to extend interest payment periods and the duration of
any extension;
- any redemption, repayment or sinking fund provisions;
- the place or places where the principal of and any premium and interest on
any of the debt securities will be payable;
- the denominations in which any of the debt securities will be issuable;
- the index, if any, with reference to which the amount of principal of or
any premium or interest on the debt securities will be determined;
- any addition to or change in the events of default applicable to any of
the debt securities and any change in the right of the Trustee or the
holders to declare the principal amount of any of the debt securities due
and payable;
- any addition to or change in the covenants in the Indenture;
- the applicability of or any change in the subordination provisions of the
Indenture for a series of debt securities; and
- any other terms of the debt securities inconsistent with the provisions of
the Indenture.
EXCHANGE, REGISTER AND TRANSFER
The debt securities of each series will be issuable only in fully registered
form without coupons.
The debt securities may be presented for exchange, registered and
transferred in the manner, at the places and subject to the restrictions set
forth in the debt securities and the relevant prospectus supplement. Subject to
the limitations noted in the Indenture, you will not have to pay for such
services, except for any taxes or other governmental charges associated with
such services. You may transfer any debt securities in bearer form and the
associated coupons, if any, by delivering them.
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GLOBAL SECURITIES
We may issue registered debt securities of a series in the form of one or
more fully registered global debt securities (each "registered global security")
that we will deposit with a depositary (or with a nominee of a depositary)
identified in the prospectus supplement relating to such series and registered
in the name of the depositary (or a nominee). In such a case, we will issue one
or more registered global securities. The face of such registered global
securities will set forth the aggregate principal amount of the series of debt
securities that such global registered securities represent. The depositary (or
its nominee) will not transfer any registered global security unless and until
it is exchanged in whole or in part for debt securities in definitive registered
form, except that:
- the depositary may transfer the whole registered global security to a
nominee;
- the depositary's nominee may transfer the whole registered global security
to the depositary;
- the depositary's nominee may transfer the whole registered global security
to another of the depositary's nominees; and
- the depositary (or its nominee) may transfer the whole registered global
security to its (or its nominee's) successor.
The Depository Trust Company, which may be a depositary, currently accepts
only debt securities that are denominated in U.S. dollars.
DEPOSITARY ARRANGEMENTS
We will describe the specific terms of the depositary arrangement with
respect to any portion of a series of debt securities to be represented by a
registered global security in the prospectus supplement relating to such series.
We anticipate that the following provisions will apply to all depositary
arrangements.
Generally, ownership of beneficial interests in a registered global security
will be limited to persons that have accounts with the depositary for such
registered global security ("participants") or persons that may hold interests
through participants. Upon the issuance of a registered global security, the
depositary will credit, on its book-entry registration and transfer system, the
participants' accounts with the respective principal amounts of the debt
securities represented by such registered global security that are beneficially
owned by such participants.
Any dealers, underwriters or agents participating in the distribution of
such debt securities will designate the accounts to credit. For participants,
the depositary will maintain the only record of their ownership of a beneficial
interest in the registered global security and they will only be able to
transfer such interests through the depositary's records. For people who hold
through a participant, the relevant participant will maintain such records for
beneficial ownership and transfer. The laws of some states may require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to own,
transfer or pledge beneficial interests in registered global securities.
So long as the depositary (or its nominee) is the record owner of a
registered global security, such depositary (or its nominee) will be considered
the sole owner or holder of the debt securities represented by such registered
global security for all purposes under the Indenture. Except as set forth below,
owners of beneficial interests in a registered global security will not be
entitled to have the debt securities represented by such registered global
security registered in their names, and will not receive or be entitled to
receive physical delivery of such debt securities in definitive form and will
not be considered the owners or holders under the Indenture. Accordingly, each
person owning a beneficial interest in a registered global security must rely on
the procedures of the depositary and, if such person is not a participant, on
the procedures of the participant through which such person owns its interest,
to exercise any rights of a holder under the Indenture. We understand that under
existing industry practices, if we request any action of holders or if any owner
of a beneficial interest in a registered global security desires to give or take
any action allowed under the Indenture, the depositary would authorize the
participants holding the relevant beneficial interests to give or take such
action, and such participants would authorize beneficial owners
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owning through such participants to give or take such action or would otherwise
act upon the instruction of beneficial owners holding through them.
INTEREST AND PREMIUM
Payments of principal, premium, if any, and any interest on debt securities
represented by a registered global security registered in the name of a
depositary (or its nominee) will be made to the depositary (or its nominee) as
the registered owner of such registered global security. We and our agents will
have no responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in any registered
global security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests, and neither will the trustee
and its agents.
We expect that the depositary for any debt securities represented by a
registered global security, upon receipt of any payment of principal, premium,
if any, or any interest in respect of such registered global security, will
immediately credit participants' accounts with payments in amounts proportionate
to their respective beneficial interests in such registered global security as
shown on the depositary's records. We also expect that payments by participants
to owners of beneficial interests in such registered global security held
through such participants will be governed by standing customer instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of such participants.
WITHDRAWAL OF DEPOSITARY
If the depositary for any debt securities represented by a registered global
security notifies us that it is unwilling or unable to continue as depositary or
ceases to be eligible under applicable law, and a successor depositary is not
appointed within 90 days, debt securities in definitive form will be issued in
exchange for the relevant registered global security. In addition, we may at any
time and in our sole discretion determine not to have any of the debt securities
of a series represented by one or more registered global securities and, in such
event, debt securities of such series in definitive form will be issued in
exchange for all of the registered global security or registered global
securities representing such debt securities. Any debt securities issued in
definitive form in exchange for a registered global security will be registered
in such name or names that the depositary gives to the trustee. We expect that
such instructions will be based upon directions received by the depositary from
participants with respect to ownership of beneficial interests in such
registered global security.
PAYMENT AND PAYING AGENTS
Unless the applicable prospectus supplement indicates otherwise, payment of
interest on a debt security on any interest payment date will be made to the
person in whose name such debt security is registered at the close of business
on the regular record date for such interest payment.
Unless the applicable prospectus supplement indicates otherwise, principal
of and any premium and interest on the debt securities will be payable at the
office of the paying agent designated by us. However, we may elect to pay
interest by check mailed to the address of the person entitled to such payment
at the address appearing in the security register. Unless otherwise indicated in
the applicable prospectus supplement, the corporate trust office of the Trustee
in the City of Cincinnati will be designated as our sole paying agent for
payments with respect to debt securities of each series. Any other paying agents
initially designated by us for the debt securities of a particular series will
be named in the applicable prospectus supplement. We may at any time designate
additional paying agents or rescind the designation of any paying agent or
approve a change in the office through which any paying agent acts, except that
we will be required to maintain a paying agent in each place of payment for the
debt securities of a particular series.
All moneys paid by us to a paying agent for the payment of the principal of
or any premium or interest on any debt security which remain unclaimed at the
end of 18 months after such principal, premium or interest has become due and
payable will be repaid to us, and the holder of such debt security thereafter
may look only to us for payment.
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CONSOLIDATION, MERGER, AND SALE OF ASSETS
The Indenture does not contain any provision that restricts our ability to
merge or consolidate with or into any other corporation, sell or convey all or
substantially all of our assets to any person, firm or corporation or otherwise
engage in restructuring transactions, provided that the successor corporation
assumes due and punctual payment of principal or premium, if any, and interest
on the debt securities.
EVENTS OF DEFAULT
Each of the following is defined as an event of default under the Indenture
with respect to debt securities of any series:
- failure to pay principal of or any premium on any debt security of that
series when due;
- failure to pay any interest on any debt security of that series when due,
continued for 30 days;
- failure to deposit any sinking fund payment, when due, in respect of any
debt security of that series;
- failure to perform any other of our covenants in the Indenture (other than
a covenant included in the Indenture solely for the benefit of a series
other than that series), continued for 90 days after written notice has
been given by the Trustee, or the holders of at least 35% in principal
amount of the outstanding debt securities of that series, as provided in
the Indenture; and
- certain events of bankruptcy, insolvency or reorganization.
If an event of default (other than a bankruptcy, insolvency or
reorganization event of default) with respect to the debt securities of any
series at the time outstanding shall occur and be continuing, either the Trustee
or the holders of at least 35% in aggregate principal amount of the outstanding
debt securities of that series by notice as provided in the Indenture may
declare the principal amount of the debt securities of that series to be due and
payable immediately. If a bankruptcy, insolvency or reorganization event of
default with respect to the debt securities of any series at the time
outstanding shall occur, the principal amount of all the debt securities of that
series will automatically, and without any action by the Trustee or any holder,
become immediately due and payable. After any such acceleration, but before a
judgment or decree based on acceleration, the holders of a majority in aggregate
principal amount of the outstanding debt securities of that series may, under
certain circumstances, rescind and annul such acceleration if all events of
default, other than the non-payment of accelerated principal, have been cured or
waived as provided in the Indenture. For information as to waiver of defaults,
see "Modification and Waiver."
Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an event of default shall occur and be continuing, the Trustee
will be under no obligation to exercise any of its rights or powers under the
Indenture at the request or direction of any of the holders, unless such holders
shall have offered to the Trustee reasonably satisfactory indemnity. Subject to
such provisions for the indemnification of the Trustee, the holders of a
majority in principal amount of the outstanding debt securities of any series
will have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee, with respect to the debt securities of that
series.
No holder of a debt security of any series will have any right to institute
any proceeding with respect to the Indenture, or for the appointment of a
receiver or a trustee, or for any other remedy thereunder, unless:
(i) such holder has previously given to the Trustee written notice of a
continuing event of default with respect to the debt securities of that
series;
(ii) the holders of at least 35% in aggregate principal amount of the
outstanding debt securities of that series have made written request,
and such holder or holders have offered reasonably satisfactory
indemnity, to the Trustee to institute such proceeding as trustee; and
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(iii) the Trustee has failed to institute such proceeding, and has not
received from the holders of a majority in aggregate principal amount
of the outstanding debt securities of that series a direction
inconsistent with such request, within 60 days after such notice,
request and offer. However, such limitations do not apply to a suit
instituted by a holder of a debt security for the enforcement of
payment of the principal of or any premium or interest on such debt
security on or after the applicable due date specified in such debt
security.
We will be required to furnish to the Trustee annually a statement by
certain of our officers as to whether or not we, to our knowledge, are in
default in the performance or observance of any of the terms, provisions and
conditions of the Indenture and, if so, specifying all such known defaults.
MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by us and the
Trustee with the consent of the holders of not less than a majority in aggregate
principal amount of the outstanding debt securities of each series affected by
such modification or amendment; provided, however, that no such modification or
amendment may, without the consent of the holder of each outstanding debt
security affected thereby:
- change the stated maturity of the principal of, or any installment of
principal of or interest on, any debt security;
- reduce the principal amount of, or any premium or interest on, any debt
security;
- reduce the amount of principal of an original issue discount security or
any other debt security payable upon acceleration of the maturity thereof;
- change the place or currency of payment of principal of or any premium or
interest on any debt security;
- affect the applicability of the subordination provisions to any debt
security;
- impair the right to institute suit for the enforcement of any payment on
or with respect to any debt security; or
- reduce the percentage in principal amount of outstanding debt securities
of any series, the consent of whose holders is required for modification
or amendment of the Indenture, reduce the percentage in principal amount
of outstanding debt securities of any series necessary for waiver of
compliance with certain provisions of the Indenture or for waiver of
certain defaults or modify such provisions with respect to modification
and waiver.
The holders of not less than a majority in aggregate principal amount of the
outstanding debt securities of any series may waive our compliance with certain
restrictive provisions of the Indenture. The holders of a majority in
principal amount of the outstanding debt securities of any series may waive any
past default under the Indenture, except a default in the payment of principal,
premium, or interest and certain covenants and provisions of the Indenture which
cannot be amended without the consent of the holder of each outstanding debt
security of such series affected.
Except in certain limited circumstances, we will be entitled to set any day
as a record date for the purpose of determining the holders of outstanding debt
securities of any series entitled to give or take any direction, notice,
consent, waiver, or other action under the Indenture, in the manner and subject
to the limitations provided in the Indenture. In certain limited circumstances,
the Trustee will be entitled to set a record date for action by holders. If a
record date is set for any action to be taken by holders of a particular series,
such action may be taken only by persons who are holders of outstanding debt
securities of that series on the record date. To be effective, such action must
be taken by holders of the requisite principal amount of such debt securities
within a specified period following the record date. For any particular record
date, this period will be 180 days or such other shorter period as we may
specify (or the Trustee, if it set the record date), and may be shortened or
lengthened (but not beyond 180 days) from time to time.
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DEFEASANCE AND COVENANT DEFEASANCE
Under the Indenture, we may elect to have the provisions of the Indenture
relating to defeasance and discharge of indebtedness or the provisions relating
to defeasance of certain restrictive covenants applied with respect to the debt
securities of any series.
DEFEASANCE AND DISCHARGE. If we elect to have the provisions of the
Indenture relating to defeasance and discharge of indebtedness applied to any
debt securities, we will be discharged from all our obligations with respect to
such debt securities (except for certain obligations to exchange or register the
transfer of debt securities, to replace stolen, lost or mutilated debt
securities, to maintain paying agencies and to hold moneys for payment in trust)
upon the deposit in trust for the benefit of the holders of such debt securities
of money or U.S. Government Obligations, or both, which, through the payment of
principal and interest in respect thereof in accordance with their terms, will
provide money in an amount sufficient to pay the principal of and any premium
and interest on such debt securities on the respective stated maturities in
accordance with the terms of the Indenture and such debt securities. Such
defeasance or discharge may occur only if, among other things, we have delivered
to the Trustee an opinion of counsel to the effect that we have received from,
or there has been published by, the United States Internal Revenue Service a
ruling, or there has been a change in tax law, in either case to the effect that
holders of such debt securities will not recognize gain or loss for federal
income tax purposes as a result of such deposit, defeasance, and discharge and
will be subject to federal income tax on the same amount, in the same manner and
at the same times as would have been the case if such deposit, defeasance and
discharge were not to occur.
DEFEASANCE OF CERTAIN COVENANTS. If we elect to have the provisions of the
Indenture relating to defeasance of certain covenants applied to any debt
securities, we may omit to comply with certain restrictive covenants that may be
described in the applicable prospectus supplement, and the occurrence of certain
events of default, which are described above (with respect to such restrictive
covenants) under "events of default" and any that may be described in the
applicable prospectus supplement, will be deemed not to be or result in an event
of default, in each case with respect to such debt securities. In order to
exercise such option, we will be required to deposit, in trust for the benefit
of the holders of such debt securities, money or U.S. Government Obligations, or
both, which, through the payment of principal and interest in respect thereof in
accordance with their terms, will provide money in an amount sufficient to pay
the principal of and any premium and interest on such debt securities on the
respective stated maturities in accordance with the terms of the Indenture and
such debt securities. We will also be required, among other things, to deliver
to the Trustee an opinion of counsel to the effect that holders of such debt
securities will not recognize gain or loss for federal income tax purposes as a
result of such deposit and defeasance of certain obligations and will be subject
to federal income tax on the same amount, in the same manner and at the same
times as would have been the case if such deposit and defeasance were not to
occur. In the event that we exercised this option with respect to any debt
securities and such debt securities were declared due and payable because of the
occurrence of any event of default, the amount of money and U.S. Government
Obligations so deposited in trust would be sufficient to pay amounts due on such
debt securities at the time of their respective stated maturities but may not be
sufficient to pay amounts due on such debt securities upon any acceleration
resulting from such event of default. In such case, we would remain liable for
such payments..
TITLE
ULH&P and the Trustee, and any agent of ULH&P or the Trustee may treat the
person in whose name a debt security is registered as the absolute owner thereof
(whether or not such debt security may be overdue) for the purpose of making
payment and for all other purposes.
GOVERNING LAW
The Indenture and the debt securities will be governed by, and construed in
accordance with, the laws of the State of New York.
9
CONCERNING THE TRUSTEE
Fifth Third Bank is the Trustee under the Indenture. Fifth Third Bank also
acts as Trustee for certain unsecured debt securities of our parent, The
Cincinnati Gas & Electric Company, and certain of our other affiliates,
including Cinergy Corp., Cinergy Global Resources, Inc. and PSI Energy, Inc.
Fifth Third Bank also acts as Trustee for certain pollution control revenue
bonds of Cincinnati Gas & Electric and PSI, and acts as registrar for the common
stock of Cinergy and for the preferred stock of Cincinnati Gas & Electric and
PSI. Fifth Third Bank makes loans to, acts as depositary for, and, in the normal
course of business, also performs other services for ULH&P, Cincinnati Gas &
Electric and PSI.
PLAN OF DISTRIBUTION
We may sell the debt securities directly to purchasers or indirectly through
underwriters, dealers or agents. The name of any such underwriters, dealers or
agents will be set forth in the relevant prospectus supplement. We will also set
forth in the relevant prospectus supplement:
- the terms of the offering of the debt securities;
- the proceeds we receive from such a sale;
- any underwriting discounts and other items constituting underwriters'
compensation;
- any initial public offering price;
- any discounts or concessions allowed or reallowed or paid to dealers; and
- any securities exchanges on which we may list the debt securities.
We may distribute the debt securities from time to time in one or more
transactions at:
- a fixed price;
- prices that may be changed;
- market prices at the time of sale;
- prices related to prevailing market prices; and
- negotiated prices.
We will describe the method of distribution in the relevant prospectus
supplement.
If we use underwriters with respect to a series of debt securities, we will
set forth in the relevant prospectus supplement:
- the name of the managing underwriter, if any;
- the name of any other underwriters; and
- the terms of the transaction, including any underwriting discounts and
other items constituting compensation of the underwriters and dealers, if
any.
The underwriters will acquire any debt securities for their own accounts and
they may resell the debt securities from time to time in one or more
transactions, including negotiated transactions, at a fixed public offering
price and at varying prices determined at the time of sale.
Any initial public offering price and any discounts or concessions allowed
or reallowed or paid to dealers may be changed from time to time. We anticipate
that any underwriting agreement pertaining to any debt securities will:
- entitle the underwriters to indemnification by us against certain civil
liabilities under the Securities Act, or to contribution with respect to
payments that the underwriters may be required to make related to any such
civil liability;
10
- subject the obligations of the underwriters to certain conditions
precedent; and
- obligate the underwriters to purchase all debt securities offered in a
particular offering if any such debt securities are purchased.
In connection with an offering of debt securities, underwriters may engage
in transactions that stabilize, maintain or otherwise affect the price of the
debt securities. Specifically, underwriters may:
- overallot in connection with the offering, creating a syndicate short
position;
- bid for, and purchase, debt securities in the open market to cover
syndicate short positions;
- bid for, and purchase, debt securities in the open market to stabilize the
price of the debt securities; and
- reclaim selling concessions allowed for distributing the debt securities
in the offering if the syndicate repurchases previously distributed debt
securities in syndicate covering transactions, in stabilization
transactions or otherwise.
Any of these activities may stabilize or maintain the market price of the
debt securities above independent market levels. Underwriters are not required
to engage in these activities, and may end any of these activities at any time.
If we use a dealer in an offering of debt securities, we will sell such debt
securities to the dealer, as principal. The dealer may then resell the debt
securities to the public at varying prices to be determined by such dealer at
the time of resale. We will set forth the name of the dealer and the terms of
the transaction in the prospectus supplement.
If we use an agent in an offering of debt securities, we will name the agent
and describe the terms of the agency in the relevant prospectus supplement.
Unless we indicate otherwise in the prospectus supplement, we will require an
agent to act on a best efforts basis for the period of its appointment.
Dealers and agents named in a prospectus supplement may be considered
underwriters of the debt securities described in the prospectus supplement under
the Securities Act. We may indemnify them against certain civil liabilities
under the Securities Act. In the ordinary course of business, we may engage in
transactions with underwriters, dealers and agents and they may perform services
for us.
We may solicit offers to purchase debt securities and make sales directly to
institutional investors or others who may be considered underwriters under the
Securities Act with respect to such sales. We will describe the terms of any
such offer in the relevant prospectus supplement.
If we authorize underwriters or other agents to solicit offers to purchase
debt securities from institutional investors pursuant to contracts providing for
payment and delivery at a future date, we will indicate that we are doing so in
the relevant prospectus supplement. We must approve all purchasers under such
contracts; the institutional investors may include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions and others. We will not subject the obligations of such
purchasers to any conditions except that:
- we will not allow such purchases if they violate the laws of any
jurisdiction to which a proposed purchaser is subject; and
- if we are also selling the debt securities to underwriters, we will not
sell to the underwriters subject to delayed delivery.
Underwriters and other agents will not be responsible for the validity or
performance of such contracts providing for payment and delivery at a future
date.
We will set forth in the relevant prospectus supplement the anticipated
delivery date of debt securities and the prospectus delivery obligations of
dealers.
11
LEGAL MATTERS
The validity of the debt securities will be passed upon for us by Taft,
Stettinius & Hollister LLP, Cincinnati, Ohio.
EXPERTS
The financial statements and schedule incorporated by reference in this
prospectus, have been audited by Arthur Andersen LLP, independent public
accountants, to the extent and for the periods indicated in their reports, and
are incorporated by reference in reliance upon the authority of such firm as
experts in accounting and auditing.
12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Registration fee.................................................. $ 13,900
Rating agency fees................................................ 45,000
Printing.......................................................... 30,000
Trustees's fees and expenses...................................... 15,000
Blue Sky fees and expenses........................................ 8,000
Legal fees and expenses........................................... 60,000
Accounting fees and expenses...................................... 50,000
Miscellaneous..................................................... 8,100
---------
Total........................................................... $ 230,000
---------
---------
All of the above, except for the registration fee, are
estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 271B.8-500 to 271B.8-580 of the Kentucky Revised Statutes provide
that a corporation may indemnify an individual made a party to any threatened,
pending, or completed action, suit, or proceeding whether civil, criminal,
administrative, or investigative because he is or was a director or any
individual who, while a director, is or was serving at the corporation's request
as a director, officer, partner, trustee, employee, or agent of another foreign
or domestic corporation, partnership, joint venture, trust, employee benefit
plan, or other enterprise, against a judgment, settlement, penalty, fine, or
reasonable expenses (including counsel fees) incurred with respect to a
proceeding, if he conducted himself in good faith and he reasonably believed, in
the case of conduct in his official capacity with the corporation, that his
conduct was in its best interest, and in all other cases, that his conduct was
at least not opposed to its best interests, and, in the case of any criminal
proceeding, he had no reasonable cause to believe his conduct was unlawful.
Unless limited by its articles of incorporation, a corporation shall indemnify a
director who was wholly successful on the merits or otherwise, in the defense of
any proceeding to which he was a party because he is or was a director, against
reasonable expenses incurred by him in connection with the proceeding. Under
Section 271B.8-510, a corporation may not indemnify a director in connection
with a proceeding by or in the right of the corporation in which the director
was adjudged liable to the corporation, or in connection with any other
proceeding charging improper personal benefit to him, whether or not involving
action in his official capacity, in which he was adjudged liable on the basis
that personal benefit was improperly received by him. Indemnification in
connection with a proceeding by or in the right of the corporation is limited to
reasonable expenses incurred in connection with the proceeding.
Section 271B.8-560 provides that a corporation may indemnify an officer,
employee, or agent of the corporation who is not a director to the same extent
as to a director, and may indemnify and advance expenses to such an individual
who is not a director to the extent, consistent with public policy, that may be
provided by its articles of incorporation, bylaws, general or specific action of
its board of directors, or contract.
Section 271B.8-570 authorizes a corporation to purchase and maintain
insurance on behalf of an individual who is or was a director, officer,
employee, or agent of the corporation, or who, while such director, officer,
employee, or agent, is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan,
or other enterprise, against liability asserted against or insured by him in
that capacity or arising from his status as a director, officer, employee, or
agent, whether or not the corporation would have power to indemnify him against
the same liability.
II-1
Section 271B.8-580 provides that such indemnification shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any bylaw, agreement, vote of shareholders, or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office.
Union Light's By-Laws provide indemnification to its directors, officers,
employees, and agents to the fullest extent authorized by Kentucky law.
Union Light 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 Union Light
against certain civil liabilities, principally liabilities under the Securities
Act of 1933.
ITEM 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ---------- ------------------------------------------------------------------------------------------------------
*1 --Form of Underwriting Agreement. (Exhibit to the Company's Registration Statement No. 33-58965.)
*4(a) --Original Indenture (Unsecured Debt Securities) between the Company and the Fifth Third Bank dated as
of July 1, 1995. (Exhibit to the Company's June 30, 1995, Form 10-Q in File No. 2-7793.)
*4(b) --First Supplemental Indenture between the Company and The Fifth Third Bank dated as of July 15, 1995.
(Exhibit to the Company's June 30, 1995, Form 10-Q in File No. 2-7793.)
*4(c) --Second Supplemental Indenture between the Company and The Fifth Third Bank dated as of April 30,
1998. (Exhibit to the Company's March 31, 1998, Form 10-Q in File No. 2-7793.)
*4(d) --Third Supplemental Indenture between the Company and The Fifth Third Bank dated as of December 8,
1998. (Exhibit to the Company's 1998 Form 10-K in File No. 2-7793.)
4(e) --Form of Supplemental Indenture between the Company and The Fifth Third Bank
5 --Opinion of Taft, Stettinius & Hollister LLP as to legality of the Debt Securities
12 --Computation of ratio of earnings to fixed charges
23(a) --Consent of Taft, Stettinius & Hollister LLP (included in their opinion filed as Exhibit 5)
23(b) --Consent of Arthur Andersen LLP, Cincinnati, Ohio (see page II-5)
24(a) --Power of Attorney (filed herewith)
24(b) --Certified copy of resolution of the Company's Board of Directors
25 --Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Fifth Third Bank
- ------------------------
* Incorporated by reference as indicated.
ITEM 17. UNDERTAKINGS
(a) The Registrant 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-2
(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 to the registration statement) which,
individually or in the aggregate, represent a fundamental change in the
information contained in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission pursuant to
Rule 424(b) under the Securities Act of 1933 if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) to include any material information on 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 the undertakings set forth in paragraph (i) and
(ii) above 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 this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment is deemed to be a new
registration statement relating to the securities offered under such
registration statement, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering of such securities.
(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 understands 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 herein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
(c) 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 above provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC 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 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-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
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, in the City of Cincinnati, State of Ohio, on July 21, 1999.
THE UNION LIGHT, HEAT AND POWER COMPANY
By: JAMES E. ROGERS*
------------------------------------------
James E. Rogers
Vice Chairman 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.
SIGNATURES TITLE DATE
- ------------------------------------------ ------------------------- ----------------------
(i) Principal executive officer:
JAMES E. ROGERS*
--------------------------------- Vice Chairman and Chief July 21, 1999
James E. Rogers Executive Officer
(ii) Principal financial officer:
MADELEINE W. LUDLOW*
--------------------------------- Vice President and Chief July 21, 1999
Madeleine W. Ludlow Financial Officer
(iii) Principal accounting officer:
/s/ BERNARD F. ROBERTS
--------------------------------- Vice President and July 21, 1999
Bernard F. Roberts Comptroller
(iv) Directors:
JAMES E. ROGERS* Director July 21, 1999
MADELEINE W. LUDLOW* Director July 21, 1999
JAMES L. TURNER* Director July 21, 1999
*By /s/ WILLIAM L. SHEAFER
---------------------------------
William L. Sheafer, Attorney-in-fact
II-4
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 28, 1999,
included in The Union Light, Heat and Power Company's Annual Report on Form 10-K
for the year ended December 31, 1998, and to all references to our Firm included
in this Registration Statement.
ARTHUR ANDERSEN LLP
Cincinnati, Ohio
July 20, 1999.
II-5
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE
- ---------- ---------------------------------------------------------------------------------------- -----
*1 --Form of Underwriting Agreement. (Exhibit to the Company's Registration Statement No.
33-58965.)............................................................................
*4(a) --Original Indenture (Unsecured Debt Securities) between the Company and the Fifth Third
Bank dated as of July 1, 1995. (Exhibit to the Company's June 30, 1995, Form 10-Q in
File No. 2-7793.).....................................................................
*4(b) --First Supplemental Indenture between the Company and The Fifth Third Bank dated as of
July 15, 1995. (Exhibit to the Company's June 30, 1995, Form 10-Q in File No.
2-7793.)..............................................................................
*4(c) --Second Supplemental Indenture between the Company and The Fifth Third Bank dated as of
April 30, 1998. (Exhibit to the Company's March 31, 1998, Form 10-Q in File No.
2-7793.)..............................................................................
*4(d) --Third Supplemental Indenture between the Company and The Fifth Third Bank dated as of
December 8, 1998. (Exhibit to the Company's 1998 Form 10-K in File No. 2-7793.).......
4(e) --Form of Supplemental Indenture between the Company and The Fifth Third Bank...........
5 --Opinion of Taft, Stettinius & Hollister LLP as to legality of the Debt Securities.....
12 --Computation of ratio of earnings to fixed charges.....................................
23(a) --Consent of Taft, Stettinius & Hollister LLP (included in their opinion filed as
Exhibit 5)............................................................................
23(b) --Consent of Arthur Andersen LLP, Cincinnati, Ohio (see page II-5)......................
24(a) --Power of Attorney (filed herewith)....................................................
24(b) --Certified copy of resolution of the Company's Board of Directors......................
25 --Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Fifth
Third Bank............................................................................
- ------------------------
* Incorporated by reference as indicated.