SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
Electric City Corp.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
284868106
(CUSIP Number)
Marc E. Manly, Executive Vice President, Chief Legal Officer
Cinergy Corp.
139 E. Fourth Street
Cincinnati, OH 45202
(513) 421-9500 (Name, Address and Telephone
Number of Person
Authorized to Receive Notices and Communications)
June 27, 2003
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 204.13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
The remainder of the cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. 284868106 SCHEDULE 13D
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(1) Names of Reporting Persons
Cinergy Ventures II, LLC
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |X|
See Items 5 and 6
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(3) SEC Use Only
- ------------------------------------------------------------------------------
(4) Source of Funds (See Instructions) WC (See Item 3)
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) |_|
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(6) Citizenship or Place of Organization
Delaware
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Number of 7. Sole Voting Power
Shares 5,281,473
Beneficially --------------------------------------------
Owned by 8. Shared Voting Power
Each --------------------------------------------
Reporting 9. Sole Dispositive Power
Person With 5,281,473
--------------------------------------------
10. Shared Dispositive Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
5,281,473
- ------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) |X| See (2) above and Items 5 and 6
- ------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 16.3%
- ------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) OO
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CUSIP NO. 284868106 SCHEDULE 13D
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(1) Names of Reporting Persons
Cinergy Technologies, Inc.
- ------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |X|
See Items 5 and 6
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(3) SEC Use Only
- ------------------------------------------------------------------------------
(4) Source of Funds (See Instructions) OO (See Item 3)
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) |_|
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(6) Citizenship or Place of Organization
Delaware
- ------------------------------------------------------------------------------
Number of 7. Sole Voting Power
Shares 5,281.473
Beneficially --------------------------------------------
Owned by 8. Shared Voting Power
Each --------------------------------------------
Reporting 9. Sole Dispositive Power
Person With 5,281,473
--------------------------------------------
10. Shared Dispositive Power
- ------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
5,281,473
- ------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) |X| See (2) above and Items 5 and 6
- ------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 16.3%
- ------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) HC
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CUSIP NO. 284868106 SCHEDULE 13D
- ------------------------------------------------------------------------------
(1) Names of Reporting Persons
Cinergy Corp.
- ------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |X|
See Items 5 and 6
- ------------------------------------------------------------------------------
(3) SEC Use Only
- ------------------------------------------------------------------------------
(4) Source of Funds (See Instructions) oo (See Item 3)
- ------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) |_|
- ------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- ------------------------------------------------------------------------------
Number of 7. Sole Voting Power
Shares 5,281,473
Beneficially --------------------------------------------
Owned by 8. Shared Voting Power
Each --------------------------------------------
Reporting 9. Sole Dispositive Power
Person With 5,281,473
--------------------------------------------
10. Shared Dispositive Power
- ------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
5,281,473
- ------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) |X| See (2) above and Items 5 and 6
- ------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 16.3%
- ------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) HC
- ------------------------------------------------------------------------------
Item 1. Security and Issuer.
Common Stock, $0.0001 par value ("Common Stock"), of Electric
City Corp., 1280 Landmeier Road, Elk Grove Village, Illinois 60007 (the
"Company").
Item 2. Identity and Background.
Cinergy Ventures II, LLC ("Ventures") is a single member limited
liability company organized under the laws of the State of Delaware. Ventures'
principal business address and office is located at 139 E. Fourth Street,
Cincinnati, Ohio 45202. The principal business of Ventures is to engage in
energy related investments. The sole member of Ventures is Cinergy Technologies,
Inc. ("Technologies"), a Delaware corporation serving primarily as an
intermediate holding company for various Cinergy subsidiaries. Technologies'
principal business address and office is located at 139 E. Fourth Street,
Cincinnati, Ohio 45202. Technologies is a subsidiary of Cinergy Corp.
("Cinergy"), a Delaware corporation, serving primarily as a holding company for
its various subsidiaries, which are engaged in energy and related businesses.
Cinergy's principal business address and office is located at 139 E. Fourth
Street,Cincinnati, Ohio 45202.
Information required pursuant to Item 2(d) and (e) for Ventures,
Technologies and Cinergy and current information concerning the members of the
board of directors and executive officers of Ventures, Technologies and Cinergy
is set forth on Schedule I hereto.
Item 3. Source and Amount of Funds or Other Consideration.
In acquiring the securities, Ventures entered into three separate
securities purchase and sale agreements, each dated and consummated on June 27,
2003: a. A Securities Purchase Agreement (the "ECC SPA") with the Company and
four additional investors (the "Additional Investors") to acquire certain
classes of the Company's securities. b. An EPPF Securities Purchase and Sale
Agreement (the "EPPF SPA") with EP Power Finance, L.L.C. ("EPPF") and three
additional investors.* c. A Duke Securities Purchase and Sale Agreement (the
"Duke SPA," and together with the ECC SPA and the EPPF SPA, the "Securities
Purchase Agreements") with Duke Capital Partners, LLC ("Duke") and three
additional investors.*
* The three additional investors on each of the EPPF SPA and Duke SPA were three
of the four Additional Investors.
Under the terms of the Securities Purchase Agreements, Ventures purchased
$2,000,000 of the Company's securities as described more fully below.
The source of funds for Ventures' purchase of the securities
pursuant to the Securities Purchase Agreements came from Ventures' working
capital that Ventures had received from Technologies as a capital contribution.
Ventures is currently deemed to have beneficial ownership of the
securities to be issued pursuant to the Securities Purchase Agreements because
it owns Common Stock directly or has the right to acquire Common
Stock indirectly through the conversion of the Series A Preferred, Series B
Preferred (each defined below) or the exercise of warrants to purchase Common
Stock or Series D Preferred, as applicable, within sixty days of June 27, 2003.
It is anticipated that the source of funds for Ventures' exercise of
the warrants issued under the Securities Purchase Agreements will be provided by
Ventures' working capital.
Item 4. Purpose of Transaction.
Ventures acquired, for investment purposes, $2,000,000 of the
Company's securities, consisting of: 60,000 shares of Series D Convertible
Preferred Stock ("Series D Preferred"); 377,390 of Series A Convertible
Preferred Stock ("Series A Preferred"); warrants to purchase 15,000 shares of
Series D Preferred; 73,198 shares of Common Stock, and warrants to purchase up
to 684,375 shares of Common Stock.
The Company's board of directors is currently comprised of 12
directors. Ventures has the right to elect one director of the Company.
Ventures expects to evaluate on a continuing basis its goals and
objectives and general economic and equity market conditions, as well as the
Company's business operations and prospects. Based on such evaluations, from
time to time in the future, Ventures may (1) convert the
Series A Preferred or Series D Preferred into Common Stock, (2) exercise the
warrants to purchase the Series D Preferred, and subsequently convert such stock
into Common Stock, or (3) exercise the warrants to purchase Common Stock for
investment purposes. Ventures may also make additional purchases of the
Company's Common Stock. Ventures may, subject to the Investor Rights Agreement
(defined below) and the Stock Trading Agreement (defined below), from time to
time sell all or a portion of the Common Stock that it now holds either in
private placements, in the open market pursuant to Rule 144, and/or pursuant to
available exemptions from the registration requirements of the Securities Act
of 1933.
Except as set forth above, neither Ventures nor, to the knowledge of
Ventures, any of the persons named in Schedule I to this document, has any plans
or proposals that relate to or would result in any of the matters referred to in
paragraphs (a) through (j) of Item 4 of Schedule 13D. Ventures, however, may at
any time and from time to time, review or reconsider its position with respect
to any of such matters.
Item 5. Interest in Securities of the Issuer.
(a) Ventures and the Additional Investors entered into the
Securities Purchase Agreements to acquire certain classes of the Company's
securities. Under the terms of the Securities Purchase Agreements, Ventures
purchased 60,000 shares of Series D Preferred; 377,390 shares of Series A
Preferred; warrants to purchase 15,000 shares of Series D Preferred; 73,198
shares of Common Stock, and warrants to purchase up to 684,375 shares of Common
Stock. The Additional Investors purchased, in the aggregate, 90,000 shares of
Series D Preferred; 566,084 shares of Series A Preferred; warrants to purchase
22,500 shares of Series D Preferred, 109,797 shares of Common Stock and warrants
to purchase 1,026,563 shares of Common Stock.
Based on the current conversion ratios for the Series D Preferred
and the Series A Preferred (each described below), Ventures and the Additional
Investors, collectively, are the beneficial owners of 13,203,673 shares of
Common Stock. Of this total number of shares, Ventures and the Additional
Investors have a right to acquire 13,020,678 shares of Common Stock from the
exercise of the warrants to purchase Common Stock and Series D Preferred, and
the conversion of Series A Preferred and Series D Preferred. Based on the
34,148,022 shares of Common Stock issued and outstanding as of June 27, 2003, as
reported by the Company to Ventures, Ventures and the Additional Investors, as a
group, may be deemed to beneficially own approximately 28.0% of the outstanding
Common Stock. However, Ventures disclaims beneficial ownership of shares of
Common Stock beneficially owned by the Additional Investors. Therefore, Ventures
beneficially owns 5,281,473 shares of Common Stock on an as converted basis.
This number includes 5,208,275 shares of Common Stock for which Ventures has a
right to acquire pursuant to the exercise of the warrants to purchase Common
Stock and Series D Preferred and the conversion of the Series A Preferred and
Series D Preferred. Based on the 34,148,022 shares of Common Stock issued and
outstanding as of June 27, 2003, as reported by the Company, Ventures may be
deemed the beneficial owner of approximately 13.4% of the outstanding Common
Stock.
Except as otherwise described herein, none of the controlling
members or members of the board of directors or executive officers of Ventures
and the controlling members named in Item 2 are the beneficial owners of any
shares of Common Stock purchased or to be purchased by Ventures.
(b) Ventures has the sole power to vote and direct the vote or to
dispose or direct the disposition of 5,281,473 shares of Common Stock on an as
converted basis. Ventures disclaims beneficial ownership of shares of Common
Stock beneficially owned by the Additional Investors.
No controlling member or member of the board of directors or
executive officer of Ventures or a controlling member named in Item 2 has the
sole power to vote or direct the vote or dispose or direct the disposition of
any shares of Common Stock purchased or to be purchased by Ventures.
(c) See Item 6 below.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Common Stock purchased or to be purchased by Ventures.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to the Securities of the Issuer.
On June 27, 2003, Ventures and the Additional Investors entered
into the Securities Purchase Agreements with the Company, EPPF and Duke
respectively. The transactions contemplated by the Securities Purchase
Agreements were consummated on June 27, 2003. Pursuant to the terms of the
Securities Purchase Agreements, Ventures and the Additional Investors
collectively purchased $5,000,000 in aggregate amount of Series A Preferred,
Series D Preferred, warrants to purchase Series D Preferred, shares of Common
Stock and warrants to purchase Common Stock. Ventures purchased the following
securities for $2,000,000:
1. 60,000 shares of Series D Convertible Preferred Stock; 2. 377,390 shares of
Series A Convertible Preferred Stock; 3. warrants to purchase 15,000 shares of
Series D Preferred Stock 4. 73,198 shares of Common Stock; and 5. warrants to
purchase up to 684,375 shares of Common Stock.
The Series D Preferred is convertible at any time after 60 days of
June 27, 2003 into shares of Common Stock at the option of the holder as
determined by dividing $10 by the conversion price, which has been initially set
at $1, multiplied by each share of Series D Preferred, subject to adjustments as
set forth in the original Series D Securities Purchase Agreement. Based on the
initial conversion ratio, Ventures has the right to acquire 750,000 shares of
Common Stock as a result of the conversion of the Series D Preferred and the
exercise of the warrants to purchase Series D Preferred. Each outstanding share
of Series D Preferred is entitled to dividends at a rate of 10% per year of its
stated value, which is $10.00. The Company may pay dividends in cash or
additional shares of Series D Preferred until the first dividend payment that
occurs after three years following the initial issuance of the Series D
Preferred. After that date, dividends must be paid in cash and the dividend rate
increases 0.5% every six months to a maximum rate of 15% per year.
The Series A Preferred is convertible at any time after 60 days of
September 7, 2001, into shares of Common Stock at the option of the holder as
determined by dividing $10 by the conversion price, which has been initially set
at $1, multiplied by each share of Series A Preferred, subject to adjustments as
set forth in the ECC Securities Purchase Agreement. Based on the current
conversion ratio, Ventures has the right to acquire 3,773,900 shares of Common
Stock as a result of the conversion of the Series A Preferred. Each outstanding
share of Series A Preferred is entitled to dividends at a rate of 10% per year
of its stated value, which is $10.00. The Company may pay dividends in cash or
additional shares of Series A Preferred until the first dividend payment that
occurs after three years following the initial issuance of the Series A
Preferred. After that date, dividends must be paid in cash and the dividend rate
increases 0.5% every six months to a maximum rate of 15% per year.
Pursuant to the terms of the Series A Preferred, Ventures and the
Additional Investors have the right to elect up to four directors of the
twelve-member board of directors, subject to decrease depending on the number of
shares of Series A Preferred outstanding. Depending on the number of shares of
Series A Preferred outstanding, the holders will also have special approval
rights to approve certain matters in which the Company proposes to engage.
In connection with the Securities Purchase Agreements, the
Company entered into certain ancillary agreements -- the Joinder and Second
Amendment to Investor Rights Agreement, and the Stock Trading Agreement. Under
the terms of the Joinder and Second Amendment to Investor Rights Agreement,
dated as of June 27, 2003 (the "Investor Rights Agreement"), between the
Company, Ventures, the Additional Investors and previous investors (collectively
with Ventures and the Additional Investors, "Investors"), which became effective
on June 27, 2003, the Investors have the right to require the Company to
register the shares of Common Stock received directly or indirectly pursuant to
the Securities Purchase Agreements. The Investors, as a group, have the right to
demand an aggregate of four registrations provided that each registration
represents at least $5 million of market value. The Investors are also entitled
to customary "piggyback" registration rights. Under the Investors Rights
Agreement, the Investors have preemptive rights with respect to future sales by
the Company of its capital stock to permit such parties to maintain their
percentage ownership interests.
On June 27, 2003, the Company, Ventures and the Additional Investors
entered into the Stock Trading Agreement (the "Stock Trading Agreement") that
limits the ability of Ventures and the Additional Investors, (the "Restricted
Parties") to sell Common Stock into the public market. The Stock Trading
Agreement became effective on June 27, 2003. The Restricted Parties may not sell
their shares of Common Stock until the Company has completed a qualified primary
offering, as set forth in the Stock Trading Agreement, without complying with
the sale restrictions set forth in such agreement. If the Company does not
complete a qualified public offering within 18 months after the closing of the
Securities Purchase Agreement, the parties may sell their shares subject to
certain trading volume and block sale limitations set forth in the Stock Trading
Agreement. Each of the Restricted Parties and the Company has a right of first
offer if any other Restricted Party intends to sell its shares in a private
transaction. The Stock Trading Agreement will terminate September 7, 2004.
However, if a qualified primary offering is completed within three years after
the Stock Trading Agreement becomes effective, the Stock Trading Agreement will
terminate 18 months after the completion of the qualified primary offering.
Except as set forth above, to the knowledge of Ventures, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between
Ventures and any other person with respect to any securities of the Company,
including, but not limited to, transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
On June 27, 2003, Ventures, the Additional Investors, the
Company, Duke and EPPF, entered in to an Escrow Agreement that governed the
mechanics of the closing of the transactions discussed more fully herein.
Item 7. Material to Be Filed as Exhibits.
EXHIBIT
NO. DESCRIPTION
1. Securities Purchase Agreement, dated as of June 27, 2003, by and among
Electric City Corp., Cinergy Ventures II, LLC and the Additional
Investors.
2. Joinder and Second Amendment to Investor Rights Agreement, dated as of
June 27, 2003, by and among Electric City Corp. and the Investors.
3. Stock Trading Agreement, dated as of June 27, 2003, by and among
Electric City Corp., Ventures and the Investors.
4. Duke Securities Agreement, dated as of June 27, 2003, by and among Duke
capital Partners, LLC, Ventures and the Additional Investors.
5. EPPF Securities Purchase and Sale Agreement, dated as of June 27, 2003,
by and among EP Power Finance, L.L.C., Ventures and the Additional
Investors.
6. Escrow Agreement Letter, dated as of June 26, 2003, by and among
Electric City Corp., Ventures, EPPF, Duke and the Additional Investors.
7. Joint Filing Agreement
---------------
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Date: July 8, 2003 CINERGY VENTURES II, LLC
By:/s/Marc E. Manly
Marc E. Manly
Executive Vice President and
Chief Legal Officer
Date: July 8, 2003 CINERGY TECHNOLOGIES, INC.
By:/s/Marc E. Manly
Marc E. Manly
Executive Vice President and
Chief Legal Officer
Date: July 8, 2003 CINERGY CORP.
By:/s/Marc E. Manly
Marc E. Manly
Executive Vice President and
Chief Legal Officer
SCHEDULE I
The name, business address, present principal occupation or employment and the
name, principal business address of any corporation or other organization in
which such employment is conducted, of each of (i) the members of the board of
directors and executive officers of Ventures, (ii) the members of the board of
directors and executive officers of Technologies, and(iii) the members of the
board of directors and executive officers of Cinergy, are set forth below.
Unless otherwise indicated, the business address of each of the directors or
executive officers is that of Cinergy at 139 E. Fourth Street, Cincinnati, OH
45202. Unless otherwise indicated, each occupation set forth opposite an
individual's name refers to Cinergy.
(i) Cinergy Ventures II, LLC
Name Capacity in
Which Serves Principal Occupation
at Ventures
R.Foster Duncan President Executive Vice President
Chief Financial Officer
Marc E. Manly Executive Vice President Executive Vice President
Chief Legal Officer Chief Legal Officer
Assistant Secretary
Bennett L. Gaines Vice President Vice President
Chief Technology Officer Chief Technology Officer
Theodore R. Murphy II Senior Vice President Senior Vice President
Chief Risk Officer Chief Risk Officer
Frederick J. Newton III Executive Vice President Executive Vice President
Chief Administrative Chief Administrative
Officer Officer
Bernard F. Roberts Vice President Vice President
(ii) Cinergy Technologies, Inc.
Name Capacity in Which Serves Principal Occupation
at Technologies
William J. Grealis Director Executive Vice President
James E. Rogers Director President
Chief Executive Officer
Chairman of the Board
R.Foster Duncan Director Executive Vice President
President Chief Financial Officer
Marc E. Manly Executive Vice President Executive Vice President
Chief Legal Officer Chief Legal Officer
Assistant Secretary
Bennett L. Gaines Vice President Vice President
Chief Technology Officer Chief Technology Officer
Theodore R. Murphy II Senior Vice President Senior Vice President
Chief Risk Officer Chief Risk Officer
Frederick J. Newton III Executive Vice President Executive Vice President
Chief Administrative Chief Administrative
Officer Officer
Bernard F. Roberts Vice President Vice President
(iii) Cinergy Corp.
Name Capacity Business Principal Occupation
in Which Address
Serves
at
Cinergy
James E. Rogers Director Cinergy Corp. President
139 E. Fourth Street Chief Executive
Cincinnati, OH Officer, Chairman
of the Board of
Cinergy Corp.
Michael G. Browning Director Browning Investments, Chairman and
Inc. President of
251 N. Illinois Browning
Indianapolis, IN Investments, Inc.
Phillip R. Cox Director Cox Financial Corp. President and Chief
105 E. 4th Street Executive Officer of
Cincinnati, OH Cox Financial
Corporation
George C. Juilfs Director SENCORP Chairman and Chief
1 Riverfront Pl. Executive Officer of
#1000 SENCORP
Newport, KY
Thomas E. Petry Director The Union Central Life Director of The
Insurance Company Union Central Life
Insurance Company
and U.S. Bancorp
Mary L. Schapiro Director NASD Regulation, Inc. Vice Chairman of
1735 K. Street, N.W. NASD and President
Washington, D.C. of Regulatory Policy
and Oversight
John J. Schiff, Jr. Director Cincinnati Financial Chairman, President
Corporation Chief Executive
6200 South Gilmore Rd. Officer of
Fairfield, OH Cincinnati Financial
Corporation and the
Cincinnati Insurance
Company
Philip R. Sharp Director John F. Kennedy Senior Research
School of Government Fellow at Harvard
Harvard University University's John
Cambridge, MA F. Kennedy School
of Government
Dudley S. Taft Director Taft Broadcasting President
Company Chief Executive
312 Walnut Street Officer of Taft
Cincinnati, OH Broadcasting Company
R. Foster Duncan Executive Vice Executive Vice
President President
Chief Financial Officer Chief Financial Officer
Marc E. Manly Executive Vice Executive Vice
President President
Chief Legal Officer Chief Legal Officer
Assistant Secretary Assistant Secretary
Bennett L. Gaines Vice President Vice President
Chief Technology Chief Technology
Officer Officer
Theodore R. Murphy II Senior Vice Senior Vice
President President
Chief Risk Officer Chief Risk Officer
Frederick J. Newton III Executive Vice Executive Vice
President President
Chief Administrative Chief Administrative
Officer Officer
Bernard F. Roberts Vice President Vice President
------------------------------
Item 2(d): To the knowledge of Ventures, none of Ventures, Technologies or
Cinergy, or any of the individuals identified in this Schedule I has, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
Item 2(e): To the knowledge of Ventures, none of Ventures, Technologies or
Cinergy, or any of the individuals identified in this Schedule I has, during the
last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 2(f): Each of the individuals identified in this Schedule I is a citizen of
the United States of America.