-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, sAdrTPc3Tq30D2j+b3su8M0Ck0P7JMbfYKkc9ols1tF1h2lI8TGg/t9udu9VnD2N B7gTfHgg1xjizHi+162RTw== 0000774197-94-000028.txt : 19940702 0000774197-94-000028.hdr.sgml : 19940702 ACCESSION NUMBER: 0000774197-94-000028 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTERIOR ENERGY CORP CENTRAL INDEX KEY: 0000774197 STANDARD INDUSTRIAL CLASSIFICATION: 4911 IRS NUMBER: 341479083 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09130 FILM NUMBER: 94535522 BUSINESS ADDRESS: STREET 1: 6200 OAK TREE BLVD CITY: INDEPENDENCE STATE: OH ZIP: 44131 BUSINESS PHONE: 2164473100 MAIL ADDRESS: STREET 1: PO BOX 94661 CITY: CLEVELAND STATE: OH ZIP: 44101-4661 FORMER COMPANY: FORMER CONFORMED NAME: NORTH HOLDING CO /OH/ DATE OF NAME CHANGE: 19851002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLEVELAND ELECTRIC ILLUMINATING CO CENTRAL INDEX KEY: 0000020947 STANDARD INDUSTRIAL CLASSIFICATION: 4911 IRS NUMBER: 340150020 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-02323 FILM NUMBER: 94535523 BUSINESS ADDRESS: STREET 1: 55 PUBLIC SQ CITY: CLEVELAND STATE: OH ZIP: 44101 BUSINESS PHONE: 2166229800 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOLEDO EDISON CO CENTRAL INDEX KEY: 0000352049 STANDARD INDUSTRIAL CLASSIFICATION: 4911 IRS NUMBER: 344375005 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-03583 FILM NUMBER: 94535524 BUSINESS ADDRESS: STREET 1: 300 MADISON AVE CITY: TOLEDO STATE: OH ZIP: 43652 BUSINESS PHONE: 4192495000 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) [ X ] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1993 OR [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ____ to ____ Commission Registrant; State of Incorporation; I.R.S. Employer File Number Address; and Telephone Number Identification No. 1-9130 CENTERIOR ENERGY CORPORATION 34-1479083 (An Ohio Corporation) 6200 Oak Tree Boulevard Independence, Ohio 44131 Telephone (216) 447-3100 1-2323 THE CLEVELAND ELECTRIC 34-0150020 ILLUMINATING COMPANY (An Ohio Corporation) 55 Public Square Cleveland, Ohio 44113 Telephone (216) 622-9800 1-3583 THE TOLEDO EDISON COMPANY 34-4375005 (An Ohio Corporation) 300 Madison Avenue Toledo, Ohio 43652 Telephone (419) 249-5000 The Annual Reports on Form 10-K of Centerior Energy Corporation (File No. 1-9130), The Cleveland Electric Illuminating Company (File No. 1-2323) and The Toledo Edison Company (File No. 1-3583) for the fiscal year ended December 31, 1993 are each amended to file as Exhibit 99a under "Part IV. Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K -- (a) Documents Filed as a Part of the Report -- 4. Exhibits" in each Form 10-K, pursuant to Rule 15d-21 under the Securities Exchange Act of 1934, the attached Financial Statements of the Centerior Energy Corporation Employee Savings Plan for the fiscal year ended December 31, 1993, which Exhibit 99a is an exhibit common to all three Annual Reports on Form 10-K. -1- Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant identified below has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. CENTERIOR ENERGY CORPORATION (Registrant) THE CLEVELAND ELECTRIC ILLUMINATING COMPANY (Registrant) THE TOLEDO EDISON COMPANY (Registrant) By: JANIS T. PERCIO Janis T. Percio Assistant Secretary of each Registrant Date: June 23, 1994 -2- EXHIBIT 99a FINANCIAL STATEMENTS OF THE CENTERIOR ENERGY CORPORATION EMPLOYEE SAVINGS PLAN FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993 CENTERIOR ENERGY CORPORATION EMPLOYEE SAVINGS PLAN STATEMENT OF FINANCIAL CONDITION
December 31, 1993 ---------------------------------------------------------------------------- Centerior Fixed Stock Equity Income Fund Fund Fund Loans Total ------------- ------------- ------------- ------------- ------------- ASSETS - - - - - ------ Centerior Energy Corporation - common stock, at market value $48,995,691 $0 $0 $0 $48,995,691 Equity Fund - diversified common stock fund, at market value 0 62,356,938 0 0 62,356,938 Funds on deposit with insurance companies and banks, at market value 0 0 66,813,277 0 66,813,277 United States government securities, at market value 0 0 52,530,284 0 52,530,284 Loans receivable from participants 0 0 0 4,456,963 4,456,963 Cash and temporary cash investments 4,261,912 0 1,439,888 0 5,701,800 Transfers receivable 0 0 1,111,915 0 1,111,915 Investment income receivable 15,397 109,877 423,078 0 548,352 Contributions and other receivables from: Participants 148,986 225,270 158,860 0 533,116 Employer 59,541 81,698 57,934 0 199,173 Pension trustee and others 0 771,986 77,919 0 849,905 ------------- ------------- ------------- ------------- ------------- Total assets $53,481,527 $63,545,769 $122,613,155 $4,456,963 $244,097,414 ============= ============= ============= ============= ============= LIABILITIES AND PLAN EQUITY - - - - - --------------------------- Transfers payable $654,730 $440,369 $0 $16,816 $1,111,915 Liabilities for investment purchases and other 643,009 853,510 84,190 0 1,580,709 Plan equity 52,183,788 62,251,890 122,528,965 4,440,147 241,404,790 ------------- ------------- ------------- ------------- ------------- Total liabilities and plan equity $53,481,527 $63,545,769 $122,613,155 $4,456,963 $244,097,414 ============= ============= ============= ============= ============= The accompanying notes to the financial statements are an integral part of this statement.
CENTERIOR ENERGY CORPORATION EMPLOYEE SAVINGS PLAN STATEMENT OF FINANCIAL CONDITION
December 31, 1992 ---------------------------------------------------------------------------- Centerior Fixed Stock Equity Income Fund Fund Fund Loans Total ------------- ------------- ------------- ------------- ------------- ASSETS - - - - - ------ Centerior Energy Corporation - common stock, at market value $99,367,646 $0 $0 $0 $99,367,646 Equity Fund - diversified common stock fund, at market value 0 52,256,538 0 0 52,256,538 Funds on deposit with insurance companies and banks, at market value 0 0 47,160,323 0 47,160,323 Loans receivable from participants 0 0 0 3,564,373 3,564,373 Cash and temporary cash investments 1,666,271 1,612,971 220,877 0 3,500,119 Transfers receivable 0 135,178 876,622 0 1,011,800 Investment income receivable 4,603 97,736 106,255 0 208,594 Contributions and other receivables from: Participants 93,053 94,951 56,533 0 244,537 Employer 35,984 33,674 19,932 0 89,590 ------------- ------------- ------------- ------------- ------------- Total assets $101,167,557 $54,231,048 $48,440,542 $3,564,373 $207,403,520 ============= ============= ============= ============= ============= LIABILITIES AND PLAN EQUITY - - - - - --------------------------- Transfers payable $1,011,800 $0 $0 $0 $1,011,800 Liabilities for investment purchases 500,000 0 105,829 0 605,829 Plan equity 99,655,757 54,231,048 48,334,713 3,564,373 205,785,891 ------------- ------------- ------------- ------------- ------------- Total liabilities and plan equity $101,167,557 $54,231,048 $48,440,542 $3,564,373 $207,403,520 ============= ============= ============= ============= ============= The accompanying notes to the financial statements are an integral part of this statement.
CENTERIOR ENERGY CORPORATION EMPLOYEE SAVINGS PLAN STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
Year Ended December 31, 1993 ---------------------------------------------------------------------------- Centerior Fixed Stock Equity Income Fund Fund Fund Loans Total ------------- ------------- ------------- ------------- ------------- Contributions: Participants $4,741,769 $6,641,924 $4,355,469 $0 $15,739,162 Employer 1,888,334 2,365,855 1,571,313 0 5,825,502 Rollover 856,817 6,134,494 59,349,308 0 66,340,619 Investment income: Dividends 7,186,492 1,338,494 0 0 8,524,986 Interest 82,347 73,312 2,183,602 263,349 2,602,610 Net realized gain (loss) and unrealized appreciation (depreciation) in market value of investments (26,723,610) (387,797) 1,989,261 0 (25,122,146) Transfers (to)/from other funds (net) (20,754,474) 1,572,316 19,163,105 19,053 0 Loan activity: Borrowings (1,065,856) (688,688) (786,843) 2,541,387 0 Repayment of borrowings 0 0 1,608,012 (1,608,012) 0 Interest payments 0 0 263,349 (263,349) 0 ------------- ------------- ------------- ------------- ------------- (33,788,181) 17,049,910 89,696,576 952,428 73,910,733 Less - Amounts withdrawn by participants 13,683,788 9,029,068 15,502,324 76,654 38,291,834 ------------- ------------- ------------- ------------- ------------- Increase (Decrease) in plan equity for the year (47,471,969) 8,020,842 74,194,252 875,774 35,618,899 Plan equity at beginning of year 99,655,757 54,231,048 48,334,713 3,564,373 205,785,891 ------------- ------------- ------------- ------------- ------------- Plan equity at end of year $52,183,788 $62,251,890 $122,528,965 $4,440,147 $241,404,790 ============= ============= ============= ============= ============= The accompanying notes to the financial statements are an integral part of this statement.
CENTERIOR ENERGY CORPORATION EMPLOYEE SAVINGS PLAN STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
Year Ended December 31, 1992 ---------------------------------------------------------------------------- Centerior Fixed Stock Equity Income Fund Fund Fund Loans Total ------------- ------------- ------------- ------------- ------------- Contributions: Participants $5,459,556 $6,028,751 $3,953,734 $0 $15,442,041 Employer 2,190,304 2,234,801 1,498,119 0 5,923,224 Investment income: Dividends 7,850,104 1,101,517 0 0 8,951,621 Interest 41,039 95,497 2,972,180 139,306 3,248,022 Net realized gain (loss) and unrealized appreciation (depreciation) in market value of investments 256,302 2,157,675 305,281 0 2,719,258 Transfers (to)/from other funds (net) (6,226,100) 2,976,741 3,249,359 0 0 Loan activity: Borrowings (2,096,799) (927,829) (1,052,765) 4,077,393 0 Repayment of borrowings 0 0 502,503 (502,503) 0 Interest payments 0 0 139,306 (139,306) 0 ------------- ------------- ------------- ------------- ------------- 7,474,406 13,667,153 11,567,717 3,574,890 36,284,166 Less - Amounts withdrawn by participants 4,940,070 1,789,196 2,249,114 10,517 8,988,897 ------------- ------------- ------------- ------------- ------------- Increase in plan equity for the year 2,534,336 11,877,957 9,318,603 3,564,373 27,295,269 Plan equity at beginning of year 97,121,421 42,353,091 39,016,110 0 178,490,622 ------------- ------------- ------------- ------------- ------------- Plan equity at end of year $99,655,757 $54,231,048 $48,334,713 $3,564,373 $205,785,891 ============= ============= ============= ============= ============= The accompanying notes to the financial statements are an integral part of this statement.
CENTERIOR ENERGY CORPORATION EMPLOYEE SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENTS NOTE 1 - GENERAL DESCRIPTION OF THE PLAN The Centerior Energy Corporation (Centerior) Employee Savings Plan (Plan) was approved by the Centerior Board of Directors in 1986 and went into effect as of January 1, 1987. The purpose of the Plan is to afford eligible employees an opportunity to make systematic savings through payroll deductions, to invest such savings in a manner which will assist them in meeting their savings and investment needs, and to facilitate their becoming share owners of Centerior. Participation in the Plan is voluntary. An eligible employee is any part-time, temporary, full-time probationary or full-time regular employee of Centerior, Centerior Service Company (CSC), The Cleveland Electric Illuminating Company (CEI), Centerior Properties Company (CPC) or The Toledo Edison Company (TE) and is at least age 18. CSC, CEI and TE are wholly owned subsidiaries of Centerior. CPC is a wholly owned subsidiary of CEI. The Employee Savings Plan Trust (Trust) has been established by agreement between Centerior, CSC and Society National Bank (Society), Cleveland, Ohio. Society has been selected by Centerior to serve as trustee (Trustee) of the Trust. The Trust is divided into three subtrusts - the After Tax Subtrust, the Before Tax Subtrust and the Rollover Subtrust. There are three funds in each Subtrust, as follows: (1) Centerior Stock Fund, (2) Equity Fund and (3) Fixed Income Fund. Centerior may close contributions into the Plan at any time. A discontinuance of employer matching contributions into the Plan would constitute a closing of both participant contributions and employer matching contributions into the Plan. In such event, each participant's interest in the employer's matching contributions will become fully vested and nonforfeitable. Centerior may either continue the operation of the Plan with respect to the interests of participants then in the Plan or terminate the Plan. If the Plan is terminated, all assets in the Trust will be distributed among the participants in proportion to their respective interests without any forfeitures. The Plan is subject to the reporting, disclosure, participation, vesting and fiduciary responsibility provisions of Title I of the Employee Retirement Income Security Act of 1974 (ERISA), but is not subject to the funding provisions of Title I and the plan termination insurance provisions of Title IV of ERISA. The number of participants in each fund and in the Plan at the end of the last two years was as follows: December 31, 1993 1992 Centerior Stock Fund 5,261 6,018 Equity Fund 4,327 4,627 Fixed Income Fund 4,391 4,194 Plan 6,096 6,629 The total number of participants in the Plan was less than the sum of the number of participants in each fund shown above because many were participating in more than one fund. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The financial statements of the Plan are prepared on the accrual basis of accounting. Valuation of Investments Centerior common stock in the Centerior Stock Fund is valued at the average of the high and low sales prices of Centerior common stock as reported on Network A of the Consolidated Transactions Reporting System and as listed by The Wall Street Journal on the last business day of the year. Equity Fund investment securities in a diversified common stock fund managed by National City Bank, Cleveland, Ohio, are valued at market prices on the last business day of the year. Fixed Income Fund investments are interest-bearing contracts with insurance companies, investments in Society's MaGIC Fund and United States government securities. Fixed Income Fund investments are valued on the last business day of the year at the current amount of dollars invested therein for the contracts and the market values of the MaGIC Fund's assets and the government securities. Investment Gains (Losses), Appreciation (Depreciation) and Income The net realized gain (loss) and unrealized appreciation (depreciation) amounts shown in the Statements of Income and Changes in Plan Equity for 1993 and 1992 were calculated using the current value methodology for costing investments. Current value represents the market value of investments held at the beginning of the year plus the purchase price for investments acquired during the current year. The realized gains and losses on the distribution or sale of shares in the Centerior Stock Fund and the Equity Fund represent the difference between the market value of the shares on the date of distribution or sale and the cost of the shares using the current value methodology described above. The realized gain or loss on the sale of securities in the Centerior Stock Fund is included in the amounts withdrawn or transferred by participants which caused the sale. The net realized gain or loss on the sale of investment securities in the Equity Fund will contribute to the annual increase (decrease) in that Fund's equity. Dividend income within the Centerior Stock Fund and the Equity Fund is recorded on the ex-dividend dates. Income from all other investments is recorded as earned. The Plan provides that the market value of all investments shall be determined on the last business day of each month. Unrealized appreciation or depreciation, equal to the difference between the cost and the market value of the investments at the applicable valuation date, is recognized in determining the value of each fund. Expenses of the Plan Expenses of the Plan incurred by the Trustee to buy and sell securities are included as a cost of those securities. All expenses for administration of the Plan are paid by CSC, CEI and TE and, accordingly, are not included in the financial statements of the Plan. NOTE 3 - CONTRIBUTIONS The Plan consists of three parts (Parts) - the After Tax Part, the Before Tax Part and the Rollover Part. The maximum participant contribution into both the After Tax Part and the Before Tax Part is 16% of pay: up to 6% as a Basic Contribution and up to 10% as a Supplemental Contribution. The minimum contribution is 1% of pay. Pay includes only straight-time hourly wages or salary paid for regularly scheduled straight-time hours. A participant may allocate contributions in increments of 1% into the Centerior Stock, Equity and Fixed Income Funds which total 100% or may allocate all contributions into any one Fund. The waiting time between changes in participant contributions (increase, decrease, or resumption following a stoppage) is three months. The After Tax Part receives participant contributions after they are taxed as pay. The Before Tax Part receives contributions before they are taxed as pay, as participants may instruct their employer to deposit their contributions into the Trust in exchange for the election to have their pay reduced by the same amount. Participant contributions of pay under the Plan as Before Tax contributions reduce a participant's taxable income for federal and Ohio income tax purposes in the year of contribution. Participant contributions into both the After Tax Part and the Before Tax Part are subject to certain Internal Revenue Service (IRS) limitations. The employer of each participant contributes an amount equal to 50% of the participant's eligible Basic Contributions, which is allocated on the same percentage basis and to the same Funds as the participant's Basic Contributions. Employer matching contributions, which match Basic After Tax Contributions, vest after 36 months of contributions under the Plan. These months need not be consecutive. Once contributions have been made for 36 months, all subsequent employer matching contributions vest immediately. Employer matching contributions which match Basic Before Tax Contributions vest immediately. Employer matching contributions to the After Tax Part and the earnings thereon, which are forfeited by participants, are applied to reduce future employer contributions. Effective June 30, 1993, employees retiring on or after July 1, 1993 are allowed to directly transfer or rollover all or any part of their qualified lump sum pension benefit from their respective Centerior pension plan into a new Rollover Part of the Plan. The rollover can be invested in the same three investment Funds of the Plan, but the accounts are segregated from existing After Tax Part and Before Tax Part accounts. The minimum rollover required is $3,500. Participants, including those who have terminated employment but maintained account balances, may transfer any or all of their contributions and the earnings thereon and employer matching contributions and the earnings thereon among the three Funds in the same Part. Any integral increment of 1% may be transferred. Transfers may be made once in any three-month period. NOTE 4 - INVESTMENTS Contributions into the Centerior Stock Fund and the earnings thereon are invested by the Trustee in Centerior common stock. At the direction of Centerior, Centerior common stock is either purchased in the open market at prevailing prices, purchased from Centerior at the market value on the date of the purchase or deemed purchased pursuant to a netting method described herein. The Trustee is authorized to match or net to the extent possible within the Centerior Stock Fund all Centerior common stock sales and purchases (exclusive of purchases related to the quarterly reinvestment of cash dividends). The netting is at a price that is the average of the most recent five daily closing prices of Centerior's common stock prior to the effective date of the transactions. Any required sales or purchases in excess of the netted amounts are transacted in the open market or by transactions with Centerior. Contributions into the Equity Fund and the earnings thereon are deposited by the Trustee in a diversified common stock fund. These deposits are then invested by National City Bank primarily in the common stocks of a large number of publicly owned companies, excluding Centerior. At December 31, 1993, contributions into the Fixed Income Fund and the earnings thereon were invested by the Trustee in interest-bearing contracts with insurance companies, in Society's MaGIC Fund and in United States government securities. For 1993 and 1992, group fixed-term contracts with insurance companies earned interest at an annual rate which ranged from 8.05% to 9.26%. The MaGIC Fund's earned interest rate varies as the fund's various investment contracts with insurance companies expire and new ones are added. The MaGIC Fund's average annual earned interest rate at December 31, 1993 and 1992 was 6.46% and 7.36%, respectively. See Schedule I for investments held at December 31, 1993 for the three Funds. The Trustee can temporarily keep money in any of the Funds in short-term investments or in cash to have cash available to meet participants' distribution requests or until the Trustee invests it. See Schedule II for a summary of reportable (significant) transactions for 1993. NOTE 5 - WITHDRAWALS PAYABLE TO PARTICIPANTS Subject to certain limitations under the Plan, participants may elect to withdraw their contributions and employer matching contributions and any related gains and earnings on these contributions. Withdrawals payable to participants at the end of the last two years were as follows: December 31, 1993 1992 Centerior Stock Fund $ 1,949,057 $237,318 Equity Fund 4,653,771 74,796 Fixed Income Fund 23,108,030 256,325 Total $29,710,858 $568,439 NOTE 6 - LOANS TO PARTICIPANTS Effective January 1, 1992, participants are eligible to apply for a loan to borrow from their vested available investment accounts having a balance of at least $2,000. To be eligible, participants must receive a regular paycheck from which repayments can be withheld to repay the borrowing and pay interest to their own accounts. Eligible participants may borrow up to the lesser of 50% of their vested account balances (excluding vested employer matching contributions made during the current year and the prior two calendar years) or $50,000. Loans from the Rollover Part are not permitted. All loan repayments are made to the Fixed Income Fund. NOTE 7 - TAX STATUS OF THE PLAN Centerior is applying for a determination letter from the IRS to the effect that the Plan is a qualified defined contribution plan under Section 401 of the Internal Revenue Code and that the Trust is exempt from income taxes under Section 501 thereof. Centerior believes that the Plan and the Trust meet such qualification and exemption requirements. The effect of such qualification and exemption is that the participating employees are not subject to federal income taxes on employer contributions or any income accruing to their accounts until distributions are made from the accounts. When a distribution is made, the excess of the amount distributed over the participating employee's own After Tax contributions is taxable income to the employee. Distributions from both the Before Tax Part and the Rollover Part are subject to federal income tax. NOTE 8 - PLAN AMENDMENTS IN 1994 Effective April 1, 1994, the Plan offers two new investment fund options, a Balanced Fund and a Global Equity Fund, in each of the three Parts of the Plan. Contributions into the Balanced Fund and the earnings thereon are deposited by the Trustee in a diversified mutual fund with the investment objectives of long-term growth of capital, reasonable income and conservation of capital. The Balanced Fund investment was initially in the Phoenix Balanced Fund. Contributions into the Global Equity Fund and the earnings thereon are deposited by the Trustee in a diversified mutual fund with the investment objective of long-term growth of capital through world-wide investments. The Global Equity Fund investment was initially in the American Funds' New Perspective Fund. CENTERIOR ENERGY CORPORATION SCHEDULE I EMPLOYEE SAVINGS PLAN INVESTMENTS - DECEMBER 31, 1993
Number of Historical Market Common Stock Shares Cost Value - - - - - --------------------------------------------- ---------- ------------ ------------ CENTERIOR STOCK FUND - - - - - -------------------- Centerior Energy Corporation ................ 3,697,788 $65,174,908 $48,995,691 ============ ============ EQUITY FUND - - - - - ----------- Abbott Laboratories ......................... 50,700 $1,178,363 $1,501,988 American Home Products Corp ................. 13,900 952,362 900,025 American International Group Inc ............ 22,250 1,201,700 1,952,438 American Telephone & Telegraph Co ........... 26,300 1,256,642 1,380,750 Archer Daniels Midland Co ................... 45,370 1,011,640 1,032,167 Automatic Data Processing Inc ............... 19,900 414,867 1,099,475 H & R Block Inc ............................. 18,300 671,267 745,725 Bristol-Myers Squibb Co ..................... 26,800 1,374,328 1,561,100 Browning Ferris Inds Inc .................... 40,200 1,014,869 1,035,150 Chevron Corp ................................ 11,900 690,443 1,036,787 Chubb Corp .................................. 19,700 1,194,598 1,534,138 Cintas Corp ................................. 36,500 970,207 1,241,000 Dillard Dept Stores Inc ..................... 9,300 406,163 353,400 Walt Disney Co .............................. 47,938 1,615,711 2,043,357 Dun & Bradstreet Corp ....................... 4,500 249,982 277,312 Emerson Electric Co ......................... 14,100 746,505 849,525 Exxon Corp .................................. 15,800 777,157 997,375 Fleet Financial Group Inc ................... 44,000 1,252,263 1,468,500 FPL Group Inc ............................... 16,100 582,010 629,912 General Electric Co ......................... 16,500 1,267,337 1,730,438 General Mills Inc ........................... 15,900 866,848 965,925 General Motors Corp ......................... 40,600 1,289,004 1,187,550 General Re Corp ............................. 13,600 1,218,094 1,455,200 Georgia Pacific Corp ........................ 9,300 500,849 639,375 Gillette Co ................................. 18,750 806,283 1,117,969 Home Depot Inc .............................. 42,766 1,428,792 1,689,257 Hubbell Inc ................................. 9,100 499,549 492,537 Interpublic Group Cos Inc ................... 51,300 1,465,939 1,641,600 Lotus Development Corp ...................... 9,100 288,470 500,500 Marsh & McLennan Co ......................... 6,600 528,284 536,250 Merck & Co Inc .............................. 13,100 396,249 450,312 Microsoft Corp .............................. 3,800 291,050 306,375 Minnesota Mining & Mfg Co ................... 12,900 1,013,776 1,402,875 Morton International Inc .................... 9,000 532,649 841,500 Nestle SA ................................... 26,000 799,282 1,123,148 Nordstrom Inc ............................... 23,300 833,665 768,900 Northern Trust Corp ......................... 20,675 927,301 819,247 Novell Inc .................................. 12,400 283,570 257,300 Pacific Telesis Group ....................... 18,700 666,076 1,014,475 Pall Corp ................................... 33,466 502,795 614,938 Pepsico Inc ................................. 54,500 1,422,599 2,227,688 Pfizer Inc .................................. 19,700 1,399,476 1,359,300 Pitney Bowes Inc ............................ 47,900 1,362,384 1,981,863 Reuters Holdings PLC ........................ 18,600 746,863 1,469,400 Royal Dutch Petroleum Co .................... 10,800 748,964 1,127,250 Sara Lee Corp ............................... 70,800 1,278,899 1,770,000 Schering Plough Corp ........................ 27,800 1,310,546 1,904,300 Schlumberger Ltd ............................ 19,600 1,281,874 1,158,850 Sysco Corp .................................. 39,000 980,475 1,140,750 Telefonos De Mexico ......................... 11,400 565,381 769,500 U S West Inc ................................ 20,600 643,719 945,025 United States Surgical Corp ................. 8,800 634,181 198,000 Wachovia Corp ............................... 33,000 1,035,425 1,105,500 Wells Fargo & Co ............................ 1,850 140,684 239,344 Wisconsin Energy Corp ....................... 33,850 702,231 930,875 WMX Technologies Inc ........................ 55,308 1,850,792 1,458,748 York International Corp ..................... 39,000 1,368,151 1,374,750 ------------ ------------ $51,439,583 $62,356,938 ============ ============
CENTERIOR ENERGY CORPORATION SCHEDULE I EMPLOYEE SAVINGS PLAN (Continued) INVESTMENTS - DECEMBER 31, 1993
Historical Market Funds on Deposit with Insurance Companies and Banks Cost Value - - - - - --------------------------------------------------- ------------ ------------ FIXED INCOME FUND - - - - - ----------------- Massachusetts Mutual Life Insurance Company, 9.26%, due February 1995 ........................ $1,568,600 $1,568,600 Massachusetts Mutual Life Insurance Company, 8.65%, due February 1996 ........................ 6,826,753 6,826,753 The New York Life Insurance Company, 8.8%, due February 1994 ......................... 3,432,911 3,432,911 MaGIC Fund ........................................ 51,690,391 54,985,013 ------------ ------------ $63,518,655 $66,813,277 ============ ============ United States Government Securities - - - - - --------------------------------------------------- FIXED INCOME FUND - - - - - ----------------- Federal National Mortgage Association Notes (PC 229363), 6.5%, due August 2023 .............. $13,459,604 $13,087,954 Federal National Mortgage Association Notes (PC 229367), 6.5%, due August 2023 .............. 10,358,389 10,072,371 Federal National Mortgage Association Notes (PC 229263), 6.5%, due September 2023 ........... 12,259,569 11,921,054 Federal National Mortgage Association Notes (PC 240488), 6.5%, due December 2023 ............ 4,886,104 4,866,123 Government National Mortgage Association Notes (Pool 284544), 9%, due December 2019 ............ 3,771,246 3,758,050 Government National Mortgage Association Notes (Pool 288361), 9%, due May 2020 ................. 3,382,782 3,370,946 Government National Mortgage Association Notes (Pool 306104), 9%, due September 2021 ........... 5,428,312 5,453,786 ------------ ------------ $53,546,006 $52,530,284 ============ ============ LOANS - - - - - ----- Loans Receivable from Participants ................ $4,456,963 $4,456,963 ============ ============ The accompanying notes to the financial statements are an integral part of this schedule.
CENTERIOR ENERGY CORPORATION SCHEDULE II EMPLOYEE SAVINGS PLAN SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1993
Number of Historical Net Gain Transaction Description Transactions Cost Proceeds or (Loss) - - - - - ------------------------------- ------------ ----------- ------------ ------------ Purchases: Centerior Energy Corporation common stock .... 21 $9,803,922 N/A N/A MaGIC Fund .................... 25 22,734,769 N/A N/A United States Government Securities: Federal National Mortgage Association Notes (PC 229363), 6.5%, due August 2023 ........... 1 13,508,615 N/A N/A Federal National Mortgage Association Notes (PC 229367), 6.5%, due August 2023 ........... 1 10,391,242 N/A N/A Federal National Mortgage Association Notes (PC 229263), 6.5%, due September 2023 ........ 1 12,469,500 N/A N/A Employee Benefits Money Market Fund ................. 294 150,036,829 N/A N/A Sales: Centerior Energy Corporation common stock .... 35 $29,564,132 $29,854,983 $290,851 MaGIC Fund .................... 4 2,776,920 2,903,197 126,277 United States Government Securities: Federal National Mortgage Association Notes (PC 229363), 6.5%, due August 2023 ........... 3 49,010 48,108 (902) Federal National Mortgage Association Notes (PC 229367), 6.5%, due August 2023 ........... 3 32,853 32,248 (605) Federal National Mortgage Association Notes (PC 229263), 6.5%, due September 2023 ........ 3 209,932 206,068 (3,864) Employee Benefits Money Market Fund ................. 148 147,835,147 147,835,147 0 Reportable transactions are a series of purchases or sales of the same securities issue which aggregate to an amount in excess of 5% of the market value of the Plan assets at the beginning of the year. The accompanying notes to the financial statements are an integral part of this schedule.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To Centerior Energy Corporation: We have audited the accompanying statements of financial condition of the Centerior Energy Corporation Employee Savings Plan (the Plan) as of December 31, 1993 and 1992, and the related statements of income and changes in Plan equity for the years then ended. These financial statements and the schedules referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial condition of the Plan as of December 31, 1993 and 1992, and the income and changes in Plan equity for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of investments and reportable transactions are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN & CO. Cleveland, Ohio June 15, 1994 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report on the financial statements of the Centerior Energy Corporation Employee Savings Plan dated June 15, 1994, included in this Form 10-K/A, into Centerior Energy Corporation's previously filed Registration Statements, File Nos. 33-4788, 33-9736, 33-47231 and 33-49957. ARTHUR ANDERSEN & CO. Cleveland, Ohio June 20, 1994 -----END PRIVACY-ENHANCED MESSAGE-----