Cinergy Corp – ‘U-57’ on 7/2/96

As of:  Tuesday, 7/2/96   ·   Accession #:  899652-96-129   ·   File #:  73-00011

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Notice of Foreign Utility Company Status   —   Form U-57
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: U-57        Notification of Foreign Utility Company Status         3     12K 

U-57
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SECURITIES AND EXCHANGE COMMISSION        
Washington, D.C.        
FORM U-57       
NOTIFICATION OF FOREIGN UTILITY COMPANY STATUS        
Filed under section 33(a) of the        
Public Utility Holding Company Act of 1935, as amended        
Midlands Electricity plc        
(Name of foreign utility company)       
Cinergy Corp.       

(Name of filing company, if filed on behalf of a foreign utility company)       

The Commission is requested to mail copies of all communications relating       
to this Notification to:                                                        

Cheryl M. Foley         
Cinergy Corp.         
139 East Fourth Street        
Cincinnati, Ohio  45202       

U-57
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Cinergy Corp. ("Cinergy"),  a Delaware corporation and a registered     
holding company under the Public Utility Holding Company Act of 1935, as        
amended (the "Act"), hereby notifies the Commission on behalf of Midlands       
Electricity plc, a corporation organized under the laws of England              
("Midlands"), that Midlands is, and claims status as, a foreign utility         
company within the meaning of section 33 of the Act.                            

Item 1.   Name of entity claiming foreign utility company status, its   
business address, and a description of the facilities used for the              
generation, transmission and distribution of electric energy for sale or        
for the distribution at retail of natural or manufactured gas.                  
Identification, to the extent known, of each person holding 5% or more of       
any class of voting securities of the foreign utility company and               
description of the amount and nature of the interest.                           

The name and business address of the company on whose behalf foreign    
utility company status is claimed is Midlands Electricity plc, Mucklow          
Hill, Halesowen, West Midlands B62 8BP, England.                                

Midlands is one of twelve regional electricity companies in England.    
Midlands' principal assets consist of distribution facilities used to serve     
about 2.2 million electric customers in a district 100 miles northeast of       
London, which includes Birmingham.  The total population served by Midlands     
is about five million.  Midlands also provides natural gas service to about     
8,000 customers and owns interests in three electricity generating              
facilities in the UK.  Through subsidiaries, Midlands is involved in            
related activities, including international development of generating           
facilities, energy production, supply and conservation and similar matters.     

Midlands has issued and outstanding a single class of capital shares.   

As reported in Cinergy's Current Report on Form 8-K dated May 7, 1996   
and its Quarterly Report on Form 10-Q for the quarter ended March 31, 1996      
(see Commission File No. 1-11377), on May 6, 1996, Cinergy and another          
registered holding company, General Public Utilities Corporation ("GPU"),       
through indirect wholly-owned subsidiaries, entered into an agreement to        
form and own respective 50% interests in Avon Energy Partners Holdings          
("Avon Holdings"), a corporation organized under English law for the            
purpose of making an offer to purchase outstanding capital shares of            
Midlands.  Pursuant to that agreement, on May 7, 1996, with the approval        
and recommendation of the Midlands board of directors, Avon Energy Partners     
plc, a wholly-owned subsidiary of Avon Holdings ("Avon"), announced an          
offer ("Offer") to purchase for cash all outstanding capital shares of          
Midlands for $6.60 per share, or a total consideration of approximately         
$2.59 billion.                                                                  

As reported in Cinergy's Current Report on Form 8-K dated June 20,      
1996, on June 6, 1996, Cinergy and GPU announced that as of such date Avon      
had declared the Offer wholly unconditional in all respects, thereby            
committing Avon to purchase all outstanding shares of Midlands.  As of June     
21, 1996, Avon had acquired 114,936,823 shares of Midlands through              
open-market purchases and in privately negotiated transactions and had          
received acceptances of the Offer from holders representing an additional       
246,348,622 shares.  Together, these shares constitute 92.04% of the            
outstanding capital stock of Midlands.                                          

Item 2.   Name of any domestic associate public utility-company and,    
if applicable, its holding company, and description of the relationship         
between the foreign utility company and such company, and the purchase          
price paid by any such domestic associate public-utility company for its        
interest in the foreign utility company.                                        

The following domestic public-utility companies, each of which is a     
direct or indirect wholly-owned subsidiary of Cinergy, are associate            
companies of Midlands:  The Cincinnati Gas & Electric Company ("CG&E"), PSI     
Energy, Inc., The Union Light, Heat and Power Company ("Union"),                
Lawrenceburg Gas Company ("Lawrenceburg"), The West Harrison Gas and            
Electric Company ("West Harrison") and Miami Power Corporation ("Miami").       
Union, Lawrenceburg, West Harrison and Miami are all direct wholly-owned        
subsidiaries of CG&E.                                                           

None of the foregoing domestic public-utility companies has made an     
investment in or has any contractual relationship with Midlands, nor is any     
such investment or contractual relationship contemplated.                       

U-57
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SIGNATURE       

The undersigned company has duly caused this statement to be signed on  
its behalf by the undersigned thereunto duly authorized.                        

CINERGY CORP.         

     By:  /s/ William L. Sheafer
Treasurer             

Dated:  July 2, 1996                                                            

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘U-57’ Filing		Date		First		Last			Other Filings
Filed on:		7/2/96		3
		6/21/96		2					8-K
		6/20/96		2
		6/6/96		2					8-K,  8-K/A
		5/7/96		2					8-K
		5/6/96		2
		3/31/96		2					10-Q
									List all Filings