-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CtDYUqyUKlIh+g6Teg98emGoL2/LrlnQ5tcT2pOfrb2KXnJdcNTl2jRP++ub5Tsa s3V0FRjAYWjBRAJWJLB/lg== 0000950103-99-000276.txt : 19990415 0000950103-99-000276.hdr.sgml : 19990415 ACCESSION NUMBER: 0000950103-99-000276 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 13 FILED AS OF DATE: 19990414 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PSI ENERGY INC CENTRAL INDEX KEY: 0000081020 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 350594457 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-76249 FILM NUMBER: 99593259 BUSINESS ADDRESS: STREET 1: 1000 E MAIN ST CITY: PLAINFIELD STATE: IN ZIP: 46168 BUSINESS PHONE: 3178399611 FORMER COMPANY: FORMER CONFORMED NAME: PUBLIC SERVICE CO OF INDIANA INC DATE OF NAME CHANGE: 19900509 S-4 1 As filed with the Securities and Exchange Commission on April 14, 1999 Registration No. 333-_________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------- PSI ENERGY, INC. (Exact name of registrant as specified in its charter) Indiana 4931 35-0594457 (State or other jurisdiction of (Primary Standard (I.R.S. Employer incorporation or organization) Industrial Classification Identification No.) Code Number) 1000 East Main Street Plainfield, Indiana 46168 (317) 839-9611 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Bradley C. Arnett, Esq. Senior Counsel PSI Energy, Inc. 221 East Fourth Street Suite 2500 P.O. Box 960 Cincinnati, OH 45201-0960 (513) 421-9500 (Name, address, including zip code, and telephone number, including area code, of agent for service) ----------------------- Copies to: Charles S. Whitman, III, Esq. Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 (212) 450-4000 ----------------------- Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: o CALCULATION OF REGISTRATION FEE ================================================================================================================================= Title of Each Class Amount to be Proposed Maximum Aggregate Offering Amount of of Securities to be Registered Registered Offering Price(1) Price(1) Registration Fee(2) - --------------------------------------------------------------------------------------------------------------------------------- 6% Putable/Callable Notes due December 14, 2016 $50,000,000 100% $50,000,000 $13,900 Putable/Callable December 14, 2001....... =================================================================================================================================
(1) Estimated solely for the purpose of calculating the amount of the registration fee. (2) Calculated pursuant to Rule 457. ----------------------- 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, as amended or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ================================================================================ 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 , 1999 PSI Energy, Inc. Offer to Exchange $50,000,000 6% Putable/Callable Notes due December 14, 2016 Putable/Callable December 14, 2001 which have been registered under the Securities Act of 1933, as amended for All Outstanding 6% Putable/Callable Notes due December 14, 2016 Putable/Callable December 14, 2001 ----------------------- The Exchange Offer will expire at 5:00 P.M., New York City time, on , 1999, unless extended. ----------------------- Terms of the Exchange Offer: o We will exchange all outstanding notes that are validly tendered and not withdrawn prior to the expiration of the Exchange Offer. o You may withdraw tenders of outstanding notes at any time prior to the expiration of the Exchange Offer. o The exchange of notes will not be a taxable exchange for United States federal income tax purposes. o We will not receive any proceeds from the Exchange Offer. o The terms of the notes to be issued are substantially identical to the outstanding notes, except for certain transfer restrictions, registration rights and related additional interest provisions relating to the outstanding notes. ----------------------- 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. WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document that we file at the Public Reference Room of the SEC 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 SEC at 1-800- SEC-0330. You may also read our filings at the regional offices of the SEC 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 SEC's home page at http://www.sec.gov. This prospectus constitutes part of a registration statement on Form S-4 filed with the SEC under the Securities Act. It omits some of the information contained in the registration statement, and reference is made to the registration statement for further information on PSI Energy, Inc. and the New Notes being offered. Any statement contained in this prospectus concerning the provisions of any document filed as an exhibit to the registration statement or otherwise filed with the SEC is not necessarily complete, and in each instance reference is made to the copy of the document filed. INCORPORATION OF DOCUMENTS BY REFERENCE Our Annual Report on Form 10-K for the year ended December 31, 1998, filed under the Exchange Act is incorporated into this prospectus by reference. We also incorporate by reference any filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the termination of this Exchange Offer. 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, PSI Energy, Inc., 139 East Fourth Street, Cincinnati, Ohio 45202, telephone number (513) 421-9500. 2 SUMMARY This summary may not contain all the information that may be important to you. You should read the entire prospectus, including the financial data and related notes, before making an investment decision. Unless the context indicates otherwise, the words "PSI", "we", "our", "ours", and "us" refer to PSI Energy, Inc. and its subsidiaries and joint ventures, including unconsolidated entities. The Company We are an electric public utility company incorporated in Indiana. We are primarily engaged in the production, transmission, distribution, and sale of electric energy in north central, central and southern Indiana. The area we serve has an estimated population of 2.1 million people located in 69 of the state's 92 counties, and includes the cities of Bloomington, Columbus, Kokomo, Lafayette, New Albany and Terre Haute. We are 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 1000 East Main Street, Plainfield, Indiana 46168; our telephone number is (317) 839-9611. 3 The Exchange Offer Securities Offered........................ We are offering up to $50,000,000 aggregate principal amount of 6% Putable/Callable Notes due December 14, 2016, Putable/Callable December 14, 2001, which have been registered under the Securities Act ("New Notes"). The Exchange Offer........................ We are offering to issue the New Notes in exchange for a like principal amount of outstanding 6% Putable/Callable Notes due December 14, 2016, Putable/Callable December 14, 2001, issued by PSI on December 14, 1998 ("Old Notes"). We are offering to issue the New Notes to satisfy our obligations contained in the registration rights agreement entered into when the Old Notes were sold in transactions pursuant to Rule 144A under the Securities Act and therefore not registered with the SEC. For procedures for tendering, see "The Exchange Offer." Tenders, Expiration Date, Withdrawal...... The Exchange Offer will expire at 5:00 p.m. New York City time on , 1999, unless it is extended. If you decide to exchange your Old Notes for New Notes, you must acknowledge that you are not engaging in, and do not intend to engage in, a distribution of the New Notes. If you decide to tender your Old Notes under the Exchange Offer, you may withdraw them at any time before , 1999. If we decide for any reason not to accept any Old Notes for exchange, your Old Notes will be returned to you without expense promptly after the Exchange Offer expires. Federal Income Tax Consequences........... Your exchange of Old Notes for New Notes under the Exchange Offer will not result in any income, gain or loss to you for Federal income tax purposes. See United States Federal Income Tax Considerations." Use of Proceeds........................... We will not receive any proceeds from the issuance of the New Notes under the Exchange Offer. Exchange Agent............................ Fifth Third Bank is the exchange agent for the Exchange Offer. 4 Consequences of Exchanging Notes Pursuant to the Exchange Offer Based on interpretations contained in no-action letters issued from the SEC's staff to third parties, we believe that New Notes issued in exchange for Old Notes under the Exchange Offer may be offered for resale, resold or otherwise transferred by you without registering the New Notes under the Securities Act or delivering a prospectus: o so long as you are not one of our "affiliates", as defined in Rule 405 of the Securities Act; o so long as you acquire the New Notes in the ordinary course of your business; and o unless you are a broker-dealer, so long as you do not have any arrangement with any person to participate in the distribution of the New Notes. Unless you are a broker-dealer, you must acknowledge that: o you are not engaged in, and do not intend to engage in, a distribution of the New Notes; and o you have no arrangement or understanding to participate in a distribution of the New Notes. If you are an affiliate of PSI, or you are engaged in, intend to engage in or have any arrangement or understanding with respect to, the distribution of New Notes acquired in the Exchange Offer, you should not rely on our interpretations of the position of the SEC's staff and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. If you are a broker-dealer and receive New Notes for your own account under the Exchange Offer: o you must acknowledge that you will deliver a prospectus in connection with any resale of such New Notes; and o you may use this prospectus, as it may be amended or supplemented from time to time, in connection with the resale of New Notes received in exchange for Old Notes acquired by you as a result of market-making or other trading activities. For a period of 90 days after the expiration of the Exchange Offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. You may offer or sell the New Notes in certain jurisdictions only if they have been registered or qualified for sale there, or an exemption from registration or qualification is available and is complied with. Subject to the limitations specified in the registration rights agreement, we will register or qualify the New Notes for offer or sale under the securities laws of any jurisdictions upon your reasonable written request. Unless you request that the sale of the New Notes be registered or qualified in a jurisdiction, we currently do not intend to register or qualify the sale of the New Notes in any jurisdiction. If you do not comply with the requirement described in this paragraph, you could incur liability under the Securities Act, and we will not indemnify you in such circumstances. 5 The New Notes The terms of the New Notes and the Old Notes are identical in all material respects, except that the New Notes have been registered under the Securities Act and some transfer restrictions, registration rights and related additional interest provisions applicable to the Old Notes do not apply to the New Notes. Issuer.................................. PSI will issue the New Notes under an indenture, dated as of November 15, 1996, as supplemented by the Fifth Supplemental Indenture dated as of December 15, 1998, each between PSI and Fifth Third Bank, as trustee. New Notes............................... $50,000,000 aggregate principal amount of 6% Putable/Callable Notes due December 14, 2016, Putable/Callable December 14, 2001. Ranking................................. The New Notes will rank pari passu with all other unsecured and unsubordinated indebtedness of PSI. Maturity Date........................... December 14, 2016. Call and Put Option..................... On December 14, 2001, the holders of the New Notes will be entitled to receive 100% of the principal amount of the New Notes from either (i) the exercise by the Callholder of the Call Option or (ii) if the Callholder does not exercise the Call Option or is not required to or fails to pay the Call Price to the Trustee when required, the exercise by the Trustee of the Put Option, on behalf of the holders of the New Notes. The Trustee will exercise the Put Option without the consent of the holders of the New Notes if the Callholder does not exercise the Call Option or fails to or is not required to pay the Call Price to the Trustee. Coupon Reset Process.................... If the Callholder elects to purchase the New Notes by exercising the Call Option, the Calculation Agent will reset the interest rate effective on the Coupon Reset Date. The New Notes will be purchased by the Callholder, in whole but not in part on the Coupon Reset Date, at 100% of the principal amount of the New Notes, with interest to the Coupon Reset Date payable by PSI to the holders of the New Notes. On and after the Coupon Reset Date, the New Notes will bear interest to the Final Maturity Date at a rate determined by the Calculation Agent in the coupon reset process (See "Description of New Notes-- Coupon Reset Process.") If the Trustee is required to exercise the Put Option for and on behalf of the holders of the New Notes, upon such exercise, PSI will be required on the Coupon Reset Date to repurchase the New Notes from the holders of the New Notes at 100% of the principal amount of the New Notes plus accrued and unpaid interest to the Coupon Reset Date. 6 Interest Payment Dates.................. June 14 and December 14, commencing June 14, 1999. Sinking Fund............................ None. Record Date............................. The Business Day immediately preceding each Interest Payment Date. Optional Redemption..................... We have the right to redeem the New Notes, in whole or in part, from time to time and at any time, upon not less than 30 days' notice to the holders of the New Notes, at a redemption price equal to the sum of: (A) the greater of (i) 100% of the principal amount of the New Notes to be redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Make Whole Treasury Rate plus 20 basis points less the Applicable Accrued Interest Amount; and (B) the Applicable Accrued Interest Amount. See "Description of New Notes-- Optional Redemption." Trustee................................. Fifth Third Bank. Events of Default....................... Each of the following will constitute an event of default under the Indenture with respect to the New Notes: o failure to pay principal of or any premium on any New Note when due; o failure to pay any interest on any New Note when due, if such failure continues for a period of 30 days; o failure to perform any other covenant of PSI in the Indenture, if such failure continues for 90 days after written notice has been given by the Trustee or the holders of at least 35% in principal amount of the New Notes, as provided in the Indenture; and o certain events of bankruptcy, insolvency or reorganization. See "Description of New Notes-- Events of Default." Use of Proceeds......................... We will not receive any proceeds from the issuance of the New Notes. 7 Selected Income Information The following tables show selected financial information of PSI. This information is derived from our historical results. See "Where You Can Find More Information". All amounts are in thousands except the ratio. Year Ended December 31, ------------------------------------------- 1998(1) 1997 1996 ------------- ------------- ------------- (Thousands) Operating Revenues.......................... $ 2,403,038 $ 1,960,395 $ 1,331,962 Operating Income............................ 161,244 289,415 278,956 Net Income.................................. 52,038 132,205 125,678 Preferred Dividend Requirement.............. 5,659 11,701 12,537 --------- --------- --------- Net Income Applicable to Common Stock....... $ 46,379 $ 120,504 $ 113,141 ========= ========= =========
- ------------------- Notes: (1) The period reflects charges against income relating to: o a one-time charge of $80 million (before taxes) reflecting the implementation of a 1989 settlement of a dispute with the Wabash Valley Power Association, Inc. that resulted from the cancellation of the Marble Hill nuclear power station in 1984; and o the recording of $62 million (before taxes) of unrealized losses related to energy marketing and trading operations. For additional information, reference is made to PSI's Annual Report on Form 10-K for the year ended December 31, 1998, which is incorporated in this prospectus by reference. 8 Capitalization As of December 31, 1998 ------------------------------ Amount % of (in thousands) Capitalization -------------- -------------- Long-term debt................................ $ 1,025,659 49.4% Cumulative preferred stock not subject to mandatory redemption........................ 71,923 3.5% Common Stock Equity........................... 975,648 47.1% ------------ ----- Total Capitalization....................... $ 2,073,230 100.0% ============ ===== Ratio of Earnings to Fixed Charges Listed below is the ratio of earnings to fixed charges for each year of the five year period ended December 31, 1998. Year Ended December 31, -------------------------------------------------------- 1998 1997 1996 1995 1994 -------- -------- -------- -------- -------- 1.78 3.31 3.35 3.55 2.52 For the purpose of computing the ratio of earnings to fixed charges, earnings consist of pretax income from continuing operations plus fixed charges. Fixed charges consist of: o interest expense; o amortized premiums, discounts and capitalized expenses related to indebtedness; and o an estimate of the interest within rental expense. 9 USE OF PROCEEDS We will not receive any cash proceeds from the issuance of the New Notes offered under this prospectus. New Notes will be exchanged for Old Notes as described in this prospectus on our receipt of Old Notes in like principal amount. The Old Notes surrendered in exchange for the New Notes will be retired and cancelled. Accordingly, the issuance of the New Notes will not result in any change in our indebtedness. 10 DESCRIPTION OF NEW NOTES General The Old Notes were, and the New Notes will be, issued under an indenture, dated as of November 15, 1996 (the "Base Indenture"), as supplemented by a Fifth Supplemental Indenture (the "Supplemental Indenture"), dated as of December 15, 1998 (as so supplemented, the "Indenture"), between PSI and Fifth Third Bank, as trustee (the "Trustee"). Because this is a summary it does not contain all the information that may be important to you. You should read the entire Indenture, including the definitions in the Indenture of some of the terms used below. We have filed a copy of the Base Indenture and Supplemental Indenture as exhibits to the registration statement which includes this prospectus. The terms of the New Notes are identical in all material respects to the terms of the Old Notes, except for the removal of certain transfer restrictions, registration rights and related additional interest provisions applicable to the Old Notes. The New Notes will be general unsecured obligations of PSI and will rank pari passu with all of our other unsecured and unsubordinated obligations. The Indenture permits us to incur additional indebtedness. We will issue New Notes with an aggregate principal amount of up to $50,000,000. The New Notes will mature on December 14, 2016 (the "Final Maturity Date"). On December 14, 2001 (the "Coupon Reset Date"), the holders of the New Notes will be entitled to receive 100% of the principal amount from either the exercise by the Callholder (defined below) of the Call Option (defined below) or the exercise by the Trustee of the Put Option (defined below) in the event the Call Option is not exercised by the Callholder. The New Notes will bear interest at the rate of 6% per annum from the date of issuance to the Coupon Reset Date. If the Callholder exercises the Call Option, the New Notes will be purchased by the Callholder in whole but not in part on the Coupon Reset Date, at 100% of the principal amount of the New Notes, on the terms and conditions described in this prospectus. Interest to the Coupon Reset Date will be paid by us to the holders of the New Notes. On and after the Coupon Reset Date, the New Notes will bear interest to the Final Maturity Date at the rate determined by the Calculation Agent (defined below) pursuant to the Coupon Reset Process described below. If the Callholder does not exercise the Call Option or is not required to or fails to pay the Call Price (defined below) to the Trustee when required, the Trustee will be required to exercise the Put Option on behalf of the holders of the New Notes. Upon the exercise of the Put Option, we will be required on the Coupon Reset Date to repurchase the New Notes from the holders of the New Notes at 100% of the principal amount of the New Notes plus accrued and unpaid interest to the Coupon Reset Date. We will pay interest on the New Notes semi-annually on June 14 and December 14 in each year (each, an "Interest Payment Date"), beginning June 14, 1999, to registered holders of record on the Business Day immediately preceding such Interest Payment Date. A "Business Day" means any day other than a Saturday, a Sunday or a day on which banking institutions in the City of New York are authorized or obligated to close. We will issue the New Notes only in fully registered book-entry form, without coupons. We will issue the New Notes in denominations of $100,000 and any integral multiple of $1,000 above that amount. We may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with any registration of transfer or exchange of the New Notes but no service charge will be made. The New Notes will be represented by one or more global notes registered in the name of a nominee of DTC (defined below). The New Notes will not be issuable in certificated form except as set out under "Book-Entry; Delivery and Form" described below. Call Option Under the terms of the Indenture and the New Notes, UBS AG, London Branch, or its assignee (the "Callholder") will have the right to purchase the New Notes in whole but not in part on the Coupon Reset Date (the "Call Option"), at a price equal to 100% of the principal amount of the New Notes (the "Call Price"), by giving notice to PSI and the Trustee (the "Call Notice"). 11 The Call Notice must be given to PSI and the Trustee contemporaneously, in writing and no later than fifteen calendar days before the Coupon Reset Date. If the Call Option is exercised: o the Callholder must deliver an amount equal to the Call Price in U.S. Dollars in immediately available funds to the Trustee for payment of the Call Price on the Coupon Reset Date, not later than 2:00 pm New York time on the Business Day before the Coupon Reset Date; and o the holders of the New Notes must deliver the New Notes to the Callholder against payment of the Call Price on the Coupon Reset Date through the facilities of DTC. (Section 301 of the Supplemental Indenture). If the Callholder elects to exercise the Call Option, the obligation of the Callholder to pay the Call Price is subject to the following conditions precedent: o there is no Event of Default (defined below) under the Indenture with respect to the New Notes; o there is no event of default under any senior indebtedness of PSI other than the New Notes which would result in such senior indebtedness becoming immediately due and payable under the documents relating to such senior indebtedness; o there is no payment default under documents relating to senior indebtedness after giving effect to any applicable notice requirement or grace period; o there is no Market Disruption Event (defined below); o at least one dealer has provided a timely Bid (defined below); o there is no legal defeasance or covenant defeasance of the New Notes; and o none of the New Notes have been purchased by PSI. The holder of the New Notes will not have any rights or claims against the Callholder as a result of the Callholder electing to purchase or not purchase the New Notes. Put Option If the Call Option has not been exercised, or if the Callholder is not required or fails to deliver the Call Price to the Trustee by 2:00 pm New York time on the Business Day before the Coupon Reset Date, the Trustee will be required for and on behalf of the holders of the New Notes, to exercise the option to put the New Notes to us (the "Put Option"). Upon exercise of the Put Option: o PSI must purchase all of the New Notes on the Coupon Reset Date at a purchase price equal to 100% of the principal amount of the New Notes together with accrued and unpaid interest to the Coupon Reset Date (the "Put Redemption Price"); o PSI must deliver the Put Redemption Price to the Trustee, by no later than 12:00 noon New York time on the Coupon Reset Date; and o the holder of the New Notes must deliver the New Notes to PSI against payment of the Put Redemption Price on the Coupon Reset Date through the facilities of DTC. 12 The holders of the New Notes do not have a right to consent or object to the Trustee's duty to exercise the Put Option. (Section 302 of the Supplemental Indenture) Coupon Reset Process Warburg Dillon Read LLC has been appointed the "Calculation Agent" for the New Notes under the Indenture. If the Callholder has exercised the Call Option, PSI and the Calculation Agent will use reasonable efforts to cause the actions contemplated below to be completed in as timely a manner as possible, to determine the interest rate to be paid on the New Notes from and including the Coupon Reset Date to the Final Maturity Date (Section 303 and 304 of the Supplemental Indenture): o We will provide the Calculation Agent with a dealer list, no later than seven Business days before the Coupon Reset Date, containing the names and addresses of up to five dealers, one of which will be Warburg Dillon Read LLC, from whom the Calculation Agent will obtain Bids for the purchase of the New Notes. A "Bid" is an irrevocable written offer given by such dealer for the purchase of the New Notes, to be settled on the Coupon Reset Date, and quoted as a stated yield to maturity on the New Notes (the "Yield to Maturity"). o Within one Business Day after the Calculation Agent receives the dealer list, the Calculation Agent will provide to each dealer on the dealer list a copy of this prospectus, a copy of the form of the New Notes, a written request that each dealer submit a Bid to the Calculation Agent by 12:00 noon, New York City time (the "Bid Deadline"), on the third Business Day before the Coupon Reset Date (the "Bid Date"), and an estimate of the purchase price, to be stated in U.S. Dollar amount, to be paid for the Notes (the "Purchase Price"). o The Purchase Price is equal to the sum of the aggregate principal amount of the New Notes and a premium (the "Notes Premium") equal to the excess, if any, on the Coupon Reset Date of the discounted present value to the Coupon Reset Date of a bond with a maturity of the Final Maturity Date which has an interest rate of 5.98%, semi-annual interest payments on each June 14 and on December 14 commencing June 14, 2002, a principal amount of $50,000,000, which is discounted at a rate equal to the Treasury Rate, over, $50,000,000. The term "Treasury Rate" means the per annum rate equal to the offer side yield to maturity of the current on-the-run 10-year United States Treasury Security appearing on Telerate page 500 at 11:00 a.m. New York time on the Bid Date (or such other date or time that may be agreed upon by PSI and the Calculation Agent) or, if at such time or date such rate does not appear on Telerate page 500, the rate appearing on GovPx End- of-Day Pricing at 3:00 pm on the Bid Date. o Immediately after receiving the Bids on the Bid Date, the Calculation Agent will provide to us written notice stating the names of the dealers from whom the Calculation Agent received the Bids, the Bid submitted by each dealer and the Purchase Price. On the day that the Bids are received by the Calculation Agent, the Calculation Agent will select the Bid with the lowest Yield to Maturity (the "Selected Bid") from the Bids received by the Bid Deadline subject to the following: - there is at least one Bid which is properly received in a timely manner, which establishes the Coupon Reset Rate (the "Coupon Reset Rate") equal to the interest rate which would amortize the Notes Premium fully over the remaining term of the New Notes at the Yield to Maturity indicated by the Selected Bid; and - if any two or more of the lowest Bids submitted are equivalent, we are entitled, in our sole discretion, to select any of the equivalent Bids to be the Selected Bid. o Immediately after calculating the Coupon Reset Rate, the Calculation Agent will provide a written notice to PSI and the Trustee confirming the Coupon Reset Rate. After receiving the written notice, we will establish 13 the Coupon Reset Rate as the new interest rate on the New Notes, effective from and including the Coupon Reset Date to, but not including, the Final Maturity Date. We will deliver to the Trustee on or before the Coupon Reset Date, an officer's certificate setting out the Coupon Reset Date. o The Callholder will sell the New Notes to the dealer who made the Selected Bid, at the Purchase Price. This sale will be settled on the Coupon Reset Date in immediately available funds. Termination of Call Option The Call Option will automatically terminate, or terminate at the option of the Callholder in certain circumstances, and the Trustee will exercise the Put Option on behalf of the holders of the New Notes, if: o there is an Event of Default with respect to the New Notes; o there is an event of default under any senior indebtedness of PSI other than the New Notes which would result in such senior indebtedness becoming immediately due and payable under documents relating to such senior indebtedness, or there is a payment default under documents relating to such senior indebtedness after giving effect to any applicable notice requirement or grace period; o a Market Disruption Event (defined below) occurs after the Call Notice is given; o after the Call Notice is given, no dealer has provided a Bid in a timely manner; o there is a legal or covenant defeasance of the New Notes; or o we have purchased or redeemed any New Notes. "Market Disruption Event" means any of the following events in the reasonable judgment of the Calculation Agent and PSI: o there is a suspension or material limitation in trading in securities generally on the New York Stock Exchange or minimum prices are established on that exchange; o there is a general moratorium on commercial banking activities declared by either U.S. federal or New York state authorities; o there is a material adverse change in the existing financial, political or economic conditions in the United States; o there is an outbreak or escalation of major hostilities involving the United States or a declaration of a national emergency or war by the United States; or o there is a material disruption of the U.S. government securities market, U.S. corporate bond market, or U.S. federal wire system. Calculation Agent The Calculation Agent may: o resign at any time, the resignation to be effective ten Business Days after a written notice of resignation is delivered to PSI and the Trustee; 14 o in its individual capacity, buy, sell, hold and deal in the New Notes and may exercise any vote or join in any action to which any holder of the New Notes may be entitled, as if it were not the Calculation Agent; and o in its individual capacity, engage in any transaction with us as if it were not the Calculation Agent. If the Calculation Agent resigns, we will appoint a successor Calculation Agent. Optional Redemption The New Notes will be redeemable by us, in whole but not in part, from time to time and at any time (such redemption, an "Optional Redemption", and the date of such redemption, the "Optional Redemption Date") at a redemption price equal to the sum of: o the greater of (i) 100% of the principal amount of the New Notes to be redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments discounted to the Optional Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Make Whole Treasury Rate plus 20 basis points, less the Applicable Accrued Interest Amount; and o the Applicable Accrued Interest Amount. "Applicable Accrued Interest Amount" means, at the Optional Redemption Date, the amount of interest accrued and unpaid from the prior interest payment date to the Optional Redemption Date on the New Notes subject to the Optional Redemption determined at the rate per annum shown in the title of the New Notes, computed on the basis of a 360-day year twelve 30-day months. "Comparable Treasury Issue" means the United States Treasury security selected by the Independent Investment Banker as having a maturity that would be utilized, at the times of selection, and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the New Notes to be redeemed pursuant to the Optional Redemption. "Comparable Treasury Price" means the average of the Reference Treasury Dealer Quotations for the Optional Redemption Date. "Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Trustee after consultation with us. "Make Whole Treasury Rate" means the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Optional Redemption Date. "Reference Treasury Dealer" means a primary U.S. Government securities dealer in New York City. "Reference Treasury Dealer Quotations" means the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m. New York City time, on the third Business Day preceding a redemption date. "Remaining Scheduled Payments" means the remaining scheduled payments of the principal and interest of any New Note to be redeemed that would be due after the Optional Redemption Date but for the Optional Redemption. 15 Consolidation, Merger, and Sale of Assets The Indenture does not contain any covenant 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 entity assumes due and punctual payment of principal or premium, if any, and interest on the New Notes. Events of Default Each of the following will constitute an Event of Default under the Indenture with respect to the New Notes: o failure to pay principal of or any premium on any New Note when due; o failure to pay any interest on the New Notes when due, if continued for 30 days; o failure to perform any other covenant of PSI in the Indenture, if 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 New Notes as provided in the Indenture; and o certain events of bankruptcy, insolvency or reorganization. If an Event of Default (other than a bankruptcy, insolvency or reorganization Event of Default) at the time outstanding occurs and is continuing, either the Trustee or the holders of at least 35% in aggregate principal amount of the New Notes by notice as provided in the Indenture may declare the principal amount of the New Notes to be due and payable immediately. If a bankruptcy, insolvency or reorganization Event of Default with respect to the New Notes at the time outstanding occurs, the principal amount of all the New Notes will automatically, and without any action by the Trustee or any holder of the New Notes, become immediately due and payable. After any acceleration described above, but before a judgment or decree based on acceleration, the holders of the New Notes of a majority in aggregate principal amount of the outstanding New Notes may, under some circumstances, rescind and annul that 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." If an Event of Default occurs and is 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 of the New Notes, unless those holders have offered to the Trustee reasonably satisfactory indemnity, and unless the provisions in the Indenture relating to the Trustee's duties provide otherwise. The holders of a majority in principal amount of the outstanding New Notes 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 New Notes. Such right is subject to provisions for indemnification of the Trustee. A holder of a New Note will not have any right to institute any proceeding relating to the Indenture, or for the appointment of a receiver or a trustee, or for any other remedy under the Indenture, unless: o that holder has previously given to the Trustee written notice of a continuing Event of Default; o the holders of at least 35% in aggregate principal amount of the outstanding New Notes have made written request, and those holders have offered reasonably satisfactory indemnity, to the Trustee, to institute the proceeding as trustee; and o the Trustee has failed to institute the proceedings, and has not received from the holders of a majority in aggregate principal amount of the outstanding New Notes a direction inconsistent with the above request, within 60 days after the notice, request and offer. 16 The above limitations do not apply to a suit instituted by a holder of a New Note for the enforcement of payment of the principal of or any premium or interest on the New Note on or after the applicable due date specified in the New Note. We are required to furnish to the Trustee annually a statement by some of our officers as to whether or not we are, to our knowledge, in default in the performance or observance of any of the terms, provisions and conditions of the Indenture and, if so, specifying all those known defaults. Modification and Waiver The Indenture may be modified and amended by PSI and the Trustee with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding New Notes affected by that modification or amendment. However, no amendment or modification may, without the consent of the holder of each outstanding New Note affected by that amendment or modification: o change the stated maturity of the principal of, or any installment of principal of or interest on, any New Note; o reduce the principal amount of, or any premium or interest on, any New Note; o reduce the amount of principal of an original issue discount security or any other New Note payable upon acceleration of the maturity of the security or note; o change the place or currency of payment of principal of, or any premium or interest on, any New Note; o impair the right to institute suit for the enforcement of any payment on or with respect to any New Note; or o reduce the percentage in principal amount of outstanding New Notes, the consent of whose holders is required to modify or amend the Indenture, reduce the percentage in principal amount of outstanding New Notes necessary for waiver of compliance with some provisions of the Indenture or for waiver of some defaults or modify the provisions relating to modification and waiver. The Indenture may not be modified, amended or waived without the Callholder's prior written consent, if the modification, amendment or waiver would materially adversely affects the Callholder's interest. The holders of not less than a majority in aggregate principal amount of the outstanding New Notes may waive our compliance with some restrictive provisions of the Indenture. The holders of a majority in principal amount of the outstanding New Notes may waive any past default under the Indenture other than 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 New Note affected. We will be entitled to set any day as a record day for the purpose of determining the holders of outstanding New Notes 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. However, in limited circumstances, the Trustee will be entitled to set a record date for action by holders of New Notes. If a record date is set for any action to be taken by those holders, that action may be taken only by persons who are holders of outstanding New Notes on the record date. To be effective, the action must be taken by holders of the requisite principal amount of the New Notes within a specified period following the record date. For any particular record date, this period will be 180 days or other shorter period as we, or the Trustee, as the case may be, may specify, and may be shortened or lengthened (but not beyond 180 days) from time to time. 17 Defeasance and Discharge The Indenture provides that we will be discharged from all our obligations with respect to the New Notes when we deposit money or U.S. government obligations, or both, in trust for the benefit of the holders of the New Notes. The payment of principal and interest under the terms of the U.S. government obligations will provide money in an amount sufficient to pay the principal of and any premium and interest on the New Notes, on the stated maturity according to the terms of the Indenture and the New Notes. However, we will not be discharged from obligations to: o exchange or register the transfer of the New Notes; o replace stolen, lost or mutilated New Notes; o maintain paying agencies; or o hold moneys for payment in trust. The defeasance and discharge described above may only occur if, among other things, either: o we have delivered to the Trustee an opinion of counsel, or we have received a ruling from, or there has been published by, the United States Internal Revenue Service, which effectively states that holders of the New Notes will not recognize gain or loss for federal income tax purposes as a result of a deposit, defeasance or discharge described above; or o there has been a change in tax law effectively providing that holders of the New Notes will not recognize gain or loss for federal income tax purposes as a result of a deposit, defeasance or discharge described above. Book Entry; Delivery and Form Global Securities. The certificates representing the New Notes will be issued in fully registered, global form without interest coupons (the "Global New Note"). The Global New Note will be deposited with, or on behalf of, The Depository Trust Company ("DTC"), and initially registered in the name of Cede & Co., as nominee for DTC. Except as described below, the Global New Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global New Notes may not be exchanged for New Notes in certificated form except in the limited circumstances described below. See "Exchange of Book-Entry Notes for Certificated Notes." Transfer of beneficial interests in the Global New Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants, which may change from time to time. Depository Procedures. DTC has advised us that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the "Participants") and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry charges in accounts of its Participants. The Participants include securities brokers and dealers, banks, trust companies, clearing corporations and some other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interest and transfer of ownership interest of each actual purchaser of each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants. DTC has also advised us that: 18 o upon deposit of the Global New Notes, DTC will credit the accounts of Participants with portions of the principal amount of the Global New Notes; and o ownership of such interests in the Global New Notes will be shown on, and the transfer of ownership of such interests will be affected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interests in the Global New Notes). The laws of some states require that some persons take physical delivery in definitive form of securities that they own. Consequently, the ability of such persons to transfer beneficial interests in a Global New Note may be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants and some banks, the ability of a person having beneficial interests in a Global New Note to pledge such interests to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests. For certain other restrictions on the transferability of the New Notes, see "Exchange of Book-Entry Notes for Certificated Notes." Except as described below, owners of interests in the Global New Notes will not have New Notes registered in their names, will not receive physical delivery of New Notes in certificated form and will not be considered the registered owners or holders of the New Notes under the Indenture for any purpose. Payments of the principal of and any premium and interest on a Global New Note registered in the name of DTC or its nominee will be payable to DTC or its nominee in its capacity as the registered holder under the Indenture. Under the terms of the Indenture, PSI and the Trustee will treat the persons in whose names the New Notes, including the Global New Notes, are registered as the owners of the New Notes for the purpose of receiving those payments and for any and all other purposes. Consequently, neither PSI, the Trustee nor any agent of PSI or the Trustee has or will have any responsibility or liability for: o any aspect of DTC's records or any Participant's or Indirect Participant's records relating to or payments made on account of beneficial ownership interests in the Global New Notes, or for maintaining, supervising or reviewing any of DTC's records or any Participant's or Indirect Participant's records relating to the beneficial ownership interests in the Global New Notes; or o any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants. DTC has advised us that its current practice, upon receipt of any payment for securities such as the New Notes, is to credit the accounts of the relevant Participants with the payment on the payment date, in amounts proportionate to their respective holdings in principal amount of beneficial interests in the relevant security as shown on the records of DTC unless DTC has reason to believe it will not receive payment on such payment date. Payments by the Participants and the Indirect Participants to the beneficial owners of New Notes will be governed by standing instructions and customary practices and will not be the responsibility of DTC, the Trustee or PSI. Neither PSI nor the Trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the New Notes, and PSI and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee as the registered owner of the New Notes for all purposes. Interests in the Global New Notes will trade in DTC's same-day funds settlement system, and secondary market trading activity in those interests will therefore settle in immediately available funds, subject to the rules and procedures of DTC and its participants. Transfers between Participants in DTC will be effected according to DTC's procedures, and will be settled in same-day funds. DTC has advised us that it will take any action permitted to be taken by a holder of New Notes only at the direction of one or more Participants to whose account with DTC interests in the Global New Notes are credited and only for that portion of the aggregate principal amount of the New Notes as to which the Participant or Participants has 19 or have given that direction. However, if there is an Event of Default, DTC reserves the right to exchange the Global New Notes for New Notes in certificated form, and to distribute the New Notes to its Participants. The information in this section concerning DTC and its book-entry system has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy of this information. Although DTC has agreed to the above procedures to facilitate transfers of interests in the Global New Notes among participants in DTC, it is under no obligation to perform or to continue to perform those procedures, and those procedures may be discontinued at any time. Neither PSI nor the Trustee will have any responsibility for the performance by DTC, or its respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations. Exchange of Book-Entry Notes for Certificated New Notes. If DTC is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by PSI within 90 days, PSI will issue individual, fully registered, definitive New Notes ("Definitive New Notes") in exchange for the Global New Note or New Notes representing those Definitive New Notes. Upon the exchange of a Global New Note for individual New Notes, the Global New Note will be cancelled by the Trustee and the Definitive New Notes will be registered in the names and in the authorized denominations as DTC, according to instructions from its Participants, any Indirect Participants or otherwise, will instruct the Trustee. The Trustee will deliver the New Notes to the persons in whose names the New Notes are so registered and will recognize the holders of the New Notes as noteholders. Title PSI, the Trustee, and any agent of PSI or the Trustee may treat the person in whose name a New Note is registered as the absolute owner of the New Note (whether or not that New Note may be overdue) for the purpose of making payment and for all other purposes. Governing Law The Indenture and the New Notes will be governed by, and construed in accordance with, the laws of the State of New York. 20 THE EXCHANGE OFFER Pursuant to a registration rights agreement among PSI and Warburg Dillon Read LLC, we agreed to use our best efforts, at our cost, to file and cause to become effective a registration statement for a registered offer (the "Exchange Offer") to exchange the Old Notes for an issue of unsubordinated notes of PSI (the "New Notes") with terms identical to the Old Notes. However, the New Notes will not bear legends restricting the transfer of the New Notes. When the registration statement is declared effective, we will offer the New Notes in return for surrender of the Old Notes. The offer will remain open for not less than 20 business days after the date the notice of the Exchange Offer is mailed to holders of the Old Notes. For each Old Note surrendered to us, the holder of the Old Note will receive a New Note of equal principal amount. Interest on each New Note will accrue from the last Interest Payment Date on which interest was paid on the Old Notes so surrendered or, if no interest has been paid on such Old Notes, from the original date of original issue of the Old Notes. The registration rights agreement also provides that in the event that applicable interpretations of the staff of the SEC do not permit us to effect the Exchange Offer, or under some other circumstances, we will, at our cost, use our best efforts to cause to become effective a shelf registration statement for the resales of the Old Notes and to keep such shelf registration statement effective until the expiration of the time period referred to in Rule 144(k) under the Securities Act after the original date of original issue of the Old Notes, or a shorter period that will terminate when all the Old Notes covered by the shelf registration statement have been sold. We will, in the case of a shelf registration, provide to each holder of the Old Notes copies of the offering memorandum, notify each of them when the shelf registration statement for the Old Notes has become effective and take other actions that are required to permit resales of the Old Notes. In the case of a shelf registration, a holder of the Old Notes that sells its notes will generally be required to be: o named as a selling security holder in the prospectus relating to the shelf registration and to deliver a prospectus to purchasers; o subject to some of the civil liability provisions under the Securities Act applicable to sales of the notes; and o bound by the provisions of the registration rights agreement that are applicable to a holder of notes, including some indemnification obligations. The registration statement provides that the annual interest rate borne by the Old Notes will be increased by .25% per annum until the date of filing or effectiveness of a registration statement or a shelf registration statement, as the case may be, if: o the registration statement for the Exchange Offer is not filed with the SEC on or before the date that is 120 days after the original date of the original issue of the Old Notes; o the registration statement for the Exchange Offer is not declared effective on or before the date that is 180 days after the original date of original issue of the Old Notes; or o a shelf registration statement is not declared effective when required. Once a registration statement is filed or a registration statement or a shelf registration statement, as the case may be, becomes effective, the above additional interest will cease to accrue from the filing date or the effective date, as the case may be. However, if, after the date the additional interest ceases to accrue, an event different from those specified above occurs, additional interest may again commence accruing in the manner described in the above paragraph. 21 We are entitled to close the Exchange Offer 20 business days after the commencement of the Exchange Offer provided that we have accepted all Old Notes validly surrendered according to the terms of the Exchange Offer. Old Notes not tendered in the Exchange Offer will bear interest at the rate in effect at the time of issuance of the Old Notes and will be subject to all of the terms and conditions specified in the Indenture and to the transfer restrictions in effect at the time of issuance of the Old Notes. This summary of the provisions of the registration rights agreement is qualified in its entirety by reference to all the provisions of the registration rights agreement. A copy of the registration rights agreement is available from us upon request. Terms of the Exchange Offer; Period for Tendering Old Notes Upon the terms and conditions in this prospectus and the letter of transmittal (the "Letter of Transmittal"), we will: o accept for exchange Old Notes which are properly tendered on or before the Expiration Date and not withdrawn as permitted below; and o keep the Exchange Offer open for not less than 20 business days (or longer if required by applicable law) after the date notice of the Exchange Offer is mailed to the holders of the Old Notes. "Expiration Date" means 5:00 p.m., New York City time, on , 1999. If the period of time for which the Exchange Offer is open is extended in our sole discretion, the term "Expiration Date" means the latest time and date to which the Exchange Offer is extended. On the date of this prospectus, $50,000,000 in aggregate principal amount of the Old Notes were outstanding. The Exchange Offer is not conditioned upon any minimum principal amount of Old Notes being tendered. This prospectus, together with the Letter of Transmittal, is first being sent on or about the date set out on the cover page, to all holders of Old Notes, at the addresses listed in the security register of the Old Notes maintained by the Trustee. We expressly reserve the right: o at any time or from time to time, to extend the period of time during which the Exchange Offer is open, and therefore to delay acceptance of any Old Note; and o to amend or terminate the Exchange Offer, and not to accept for exchange any Old Notes not accepted for exchange, if any of the conditions to the Exchange Offer specified under "Conditions to the Exchange Offer", occurs. We will give oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the Old Notes as promptly as practicable. In the case of any extension, a notice must be issued by means of a press release or other public announcement no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. We have no obligation to publish, advertise or otherwise communicate the above, other than by issuing a release to the Dow Jones News Service. However, in so choosing to use the Dow Jones News Service, we are not limiting the manner in which we may otherwise legally make any public announcement. In an exchange offer, holders of Old Notes do not have appraisal or dissenters' rights. Old Notes which are not tendered for exchange or are tendered but not accepted will remain outstanding and be entitled to the benefits of the Indenture, but will not be entitled to any further registration rights under the registration rights agreement. We intend to conduct the Exchange Offer according to the applicable requirements of the Exchange Act and the rules and regulations of the SEC. 22 Procedures for Tendering Old Notes The tender of Old Notes by their holders to us and the acceptance by us of the Old Notes will constitute a binding agreement between the tendering holder and us, upon the terms and conditions of this prospectus and the Letter of Transmittal. Except as set out below, a holder who wishes to tender Old Notes for exchange in the Exchange Offer, must transmit a properly completed and duly executed Letter of Transmittal, including all other documents required by the Letter of Transmittal, to Fifth Third Bank (the "Exchange Agent") at the address set out below under "Exchange Agent" on or before the Expiration Date. In addition: o certificates for the Old Notes must be received by the Exchange Agent along with the Letter of Transmittal; o a timely confirmation of a book-entry transfer (a "Book-Entry Confirmation") of the Old Notes, if this procedure is available, into the Exchange Agent's account at DTC in the manner described in "Book-Entry Transfer" below, must be received by the Exchange Agent before the Expiration Date; or o the holder of Old Notes must comply with the guaranteed delivery procedures described below. The method of delivery of Old Notes, Letters of Transmittal and all other required documents is at the election and risk of the holders of Old Notes. If the delivery is by mail, it is recommended that registered mail, properly insured, with return receipt requested, be used. In all cases, sufficient time should be allowed to assure timely delivery. No Letters of Transmittal or Old Notes should be sent to PSI. Signatures on a Letter of Transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the Old Notes surrendered for exchange are tendered: o by a registered holder of the Old Notes who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the Letter of Transmittal; or o for the account of an Eligible Institution. If signatures on a Letter of Transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantees must be by a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company having an office or correspondent in the United States (collectively, "Eligible Institutions"). If Old Notes are registered in the name of a person other than the person signing the Letter of Transmittal, the Old Notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by us in our sole discretion, duly executed by the registered holder with the signature guaranteed by an Eligible Institution. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of Old Notes tendered for exchange will be determined by us in our sole discretion. Our determination will be final and binding. We reserve the absolute right: o to reject any and all tenders of any particular Old Notes not properly tendered or to not accept any particular Old Notes which acceptance might, in our judgment or the judgment of our counsel, be unlawful; and o to waive any defects or irregularities or conditions of the Exchange Offer as to any particular Old Notes either before or after the Expiration Date, including the right to waive the ineligibility of any holder who seeks to tender Old Notes in the Exchange Offer. Unless waived, any defects or irregularities in connection with the tender of Old Notes for exchange must be cured within such reasonable period of time as we determine. Neither PSI, the Exchange Agent nor any other person will be 23 under any duty to give notification of any defect or irregularity relating to any tender of Old Notes for exchange. None of those parties will incur any liability for failure to give that notification. If the Letter of Transmittal is signed by a person or persons other than the registered holder or holders of Old Notes, those Old Notes must be endorsed or accompanied by appropriate powers of attorney, in either case signed exactly as the name or names of the registered holder or holders that appear on the Old Notes. If the Letter of Transmittal or any Old Note or power of attorney is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers or corporations or others acting in a fiduciary or representative capacity, those persons should indicate their capacity when signing and, unless waived by us, proper evidence satisfactory to us of their authority to so act must be submitted. By executing, or otherwise becoming bound by a Letter of Transmittal, each holder of the Old Notes (other than some specified holders) will represent that: o it is not our affiliate; o any New Notes to be received by it were acquired in the ordinary course of business; and o it has no arrangement with any person to participate in the distribution (within the meaning of the Securities Act) of the New Notes. If the tendering holder of Old Notes is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it will be required to acknowledge that it will deliver a prospectus in any resale of such New Notes. See "Resales of the New Notes." Acceptance of Old Notes for Exchange; Delivery of New Notes Upon satisfaction or waiver of all of the conditions to the Exchange Offer, we will accept, promptly after the Expiration Date, all Old Notes properly tendered and will issue the New Notes promptly after acceptance of the Old Notes. See "Conditions to the Exchange Offer" below. For purposes of the Exchange Offer, we will be deemed to have accepted properly tendered Old Notes for exchange when, as and if we have given oral or written notice of the acceptance to the Exchange Agent. In all cases, issuance of New Notes for Old Notes that are accepted for exchange pursuant to the Exchange Offer will be made only after timely receipt by the Exchange Agent of certificates for those Old Notes or a timely Book-Entry Confirmation of those Old Notes into the Exchange Agent's account at DTC pursuant to the book-entry transfer procedures described below, a properly completed and duly executed Letter of Transmittal and all other required documents. If any tendered Old Notes are not accepted for any reason described in the terms and conditions of the Exchange Offer or if certificates representing Old Notes are submitted for a greater principal amount than the holder desires to exchange, the unaccepted or non-exchanged Old Notes will be returned without expense to the tendering holder (or, in the case of Old Notes tendered by book-entry transfer into the Exchange Agent's account at DTC in the manner described in "Book-Entry Transfer" below, those non-exchanged Old Notes will be credited to an account maintained with DTC) as promptly as practicable after the expiration or termination of the Exchange Offer. Book-Entry Transfer The Exchange Agent will make a request to establish an account for the Old Notes at DTC for purposes of the Exchange Offer promptly after the date of this prospectus. Any financial institution that is a participant in DTC's systems may make book-entry delivery of Old Notes by causing DTC to transfer the Old Notes into the Exchange Agent's account in accordance with DTC's Automated Tender Offer Program ("ATOP") procedures for transfer. However, the exchange for the Old Notes so tendered will only be made after timely confirmation of the book-entry 24 transfer of Old Note into the Exchange Agent's account, and timely receipt by the Exchange Agent of an Agent's Message (defined below) and any other documents required by the Letter of Transmittal. The term "Agent's Message" means a message, transmitted by DTC and received by the Exchange Agent and forming a part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgment from a Participant tendering Old Notes that are the subject of the Book-Entry Confirmation that the Participant has received and agrees to be bound by the terms of the Letter of Transmittal, and that we may enforce the agreement against that Participant. Although delivery of Old Notes may be effected through book-entry transfer into the Exchange Agent's account at DTC, the Letter of Transmittal (or facsimile of the letter), properly completed and duly executed, with any required signature guarantees and any other required documents, must in any case be delivered to and received by the Exchange Agent at its address described under "Exchange Agent" on or before the Expiration Date, or the guaranteed delivery procedure described below must be complied with. Delivery of documents to DTC in accordance with its procedures does not constitute delivery to the Exchange Agent. Guaranteed Delivery Procedures If a registered holder of the Old Notes desires to tender the Old Notes and the Old Notes are not immediately available, or time will not permit the Holder's Old Notes or other required documents to reach the Exchange Agent before the Expiration Date, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected if: o the tender is made through an Eligible Institution; o before the Expiration Date, the Exchange Agent receives from the Eligible Institution a properly completed and duly executed Letter of Transmittal (or a facsimile of the letter) and Notice of Guaranteed Delivery, substantially in the form provided by us (by telegram, telex, facsimile transmission, mail or hand delivery), describing the name and address of the holder of Old Notes and the amount of Old Notes tendered, stating that the tender is being made by that holder and guaranteeing that within five NYSE trading days after the date of execution of the notice of guaranteed delivery, the certificates of all physically tendered Old Notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and any other documents required by the Letter of Transmittal will be deposited by the Eligible Institution with the Exchange Agent; and o the certificates for all physically tendered Old Notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and all other documents required by the Letter of Transmittal, are received by the Exchange Agent within five NYSE trading days after the date of execution of the notice of guaranteed delivery. Withdrawal Rights Tenders of Old Notes may be withdrawn at any time before the Expiration Date. For a withdrawal to be effective, a written notice of withdrawal must be received by the Exchange Agent at one of the addresses described below under "Exchange Agent." Any notice of withdrawal must specify: o the name of the person having tendered the Old Notes to be withdrawn; o the Old Notes to be withdrawn, including the principal amount of the Old Notes; and 25 o where certificates for Old Notes have been transmitted, the name in which the Old Notes are registered, if different from that of the withdrawing holder. If certificates for Old Notes have been delivered or otherwise identified to the Exchange Agent, then, before the release of those certificates, the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an Eligible Institution unless the holder is an Eligible Institution. If Old Notes have been tendered in the manner described in "Book-Entry Transfer" above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Old Notes and otherwise comply with the procedures of that facility. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by us, and our determination will be final and binding on all parties. Any Old Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Old Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder of Old Notes without cost to such holder (or, in the case of Old Notes tendered by book-entry transfer into the Exchange Agent's account at DTC in the manner described in "Book- Entry Form" above, the Old Notes will be credited to an account maintained with DTC for the Old Notes) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Old Notes may be re-entered by following one of the procedures described under "Procedures for Tendering Old Notes" above at any time on or before the Expiration Date. Conditions to the Exchange Offer Notwithstanding any other provisions of the Exchange Offer, we are not required to accept for exchange, or to issue New Notes in exchange for, any Old Notes and may terminate or amend the Exchange Offer, if at any time before the acceptance of such Old Notes for exchange or the exchange of such New Notes for such Old Notes, the acceptance or issuance would violate applicable law or any interpretation of the SEC's staff. The condition in the paragraph immediately above is for our sole benefit and may be asserted by us regardless of the circumstances giving rise to that condition. Our failure at any time to exercise the above rights is not to be deemed a waiver of any of those rights and each right will be deemed an ongoing right which may be asserted at any time and from time to time. In addition, we will not accept for exchange any Old Notes tendered, and no New Notes will be issued in exchange for any such Old Notes, if at such time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act. Exchange Agent Fifth Third Bank has been appointed as the Exchange Agent for the Exchange Offer. All executed Letters of Transmittal should be directed to the Exchange Agent at one of the addresses described below. Questions and requests for assistance, requests for additional copies of this prospectus or of the Letter of Transmittal and requests for notices of guaranteed delivery should be directed to the Exchange Agent, addressed as follows: 26 Deliver To: Fifth Third Bank, Exchange Agent By Mail or By Hand: Fifth Third Center 38 Fountain Square Plaza MD 1090D2-3210 Cincinnati, Ohio 45263 Attention: Corporate Trust Department By Facsimile: (513) 744-6785 Confirm by Telephone: (513) 579-5132 Delivery to an address other than as described above or transmission of instructions via facsimile other than as described above does not constitute a valid delivery. Fees and Expenses The principal solicitation is being made by mail. Additional solicitation may be made by telegraph, telephone or in person by our officers, regular employees and affiliates. We will not pay any additional compensation to any such officers and employees who engage in soliciting tenders. We will not make any payment to brokers, dealers, or others soliciting acceptances of the Exchange Offer. However, we will pay the Exchange Agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses relating to those services. The estimated cash expenses to be incurred in making the Exchange Offer will be paid by us and are estimated in the aggregate to be $75,000. Transfer Taxes Holders who tender their Old Notes for exchange will not be obligated to pay any transfer taxes as a result of that exchange. However, holders who instruct us to register New Notes in the name of, or request that Old Notes not tendered or not accepted in the Exchange Offer be returned to, a person other than the registered tendering holder, will be responsible for the payment of any applicable transfer on the exchange. Resale of the New Notes Under existing interpretations contained in several no-action letters from the SEC's staff to third parties, the New Notes would be freely transferable after the Exchange Offer without further registration under the Securities Act. However, any purchaser of Old Notes who is an "affiliate" of PSI or who intends to participate in the Exchange Offer for the purpose of distributing the New Notes: o will not be able to rely on the interpretation of the SEC's staff; o will not be able to tender its Old Note in the Exchange Offer; and 27 o must comply with the registration and prospectus delivery requirements of the Securities Act applicable to any sale or transfer of such notes unless the sale or transfer is made under an exemption from those requirements. By executing, or otherwise becoming bound by, the Letter of Transmittal, each holder of the Old Notes (other than some specified holders) will represent that: o it is not our "affiliate"; o any New Notes to be received by it were acquired in the ordinary course of its business; and o it has no arrangement with any person to participate in the distribution (within the meaning of the Securities Act) of the New Notes. In addition, in connection with any resales of New Notes, any participating broker-dealer who acquired notes for its own account as a result of market-making or other trading activities must deliver a prospectus meeting the requirements of the Securities Act. The SEC has taken the position that participating broker-dealers may fulfill their prospectus delivery requirements with respect to the New Notes (other than a resale of an unsold allotment from the original sale of the Old Notes) with the prospectus contained in the Exchange Offer registration statement. Under the registration rights agreement, we are required to allow participating broker-dealers and other persons, if any, subject to similar prospectus delivery requirements to use this prospectus as it may be amended or supplemented from time to time, in connection with the resale of such New Notes. 28 UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS The exchange of Old Notes for New Notes pursuant to the Exchange Offer will not result in any United States federal income tax consequences to holders of Old Notes. When a holder of the Old Notes exchanges an Old Note for a New Note pursuant to the Exchange Offer, that holder will have the same adjusted basis and holding period in the New Note as in the Old Note immediately before the exchange. PLAN OF DISTRIBUTION Each participating broker-dealer pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of New Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a participating broker-dealer in connection with resales of New Notes received in exchange for Old Notes where the Old Notes were acquired as a result of market-making activities or other trading activities. We have agreed that we will make this prospectus, as amended or supplemented, available to any participating broker-dealer for use in connection with any such resale and participating broker-dealers will be authorized to deliver this prospectus for a period not exceeding 90 days after the Expiration Date. We will not receive any proceeds from any sales of the New Notes by participating broker-dealers. New Notes received by participating broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time, in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Notes or a combination of those methods of resale, at market prices prevailing at the time of resale, at prices related to the prevailing market prices or at negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any participating broker-dealer that resells the New Notes that were received by it for its own account pursuant to the Exchange Offer. Any broker or dealer that participates in a distribution of New Notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any resale of New Notes and any omissions or concessions received by any persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a participating broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. We will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any participating broker-dealer that requests those documents in the Letter of Transmittal. See "The Exchange Offer." LEGAL MATTERS The validity of the notes in respect of which this prospectus is being delivered will be passed on for PSI by Taft, Stettinius & Hollister LLP. EXPERTS The financial statements and schedule incorporated by reference in this prospectus, have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report on those financial statements and schedule, and are incorporated by reference in this prospectus in reliance upon the authority of that firm as experts in accounting and auditing. Reference is made to the above report, which includes an explanatory paragraph on the change in method of accounting for energy trading and risk management activities effective December 31, 1998, as discussed in Note 1 to the consolidated financial statement. 29 ===================================================== You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. We are not making an offer of these securities in any state where the offer is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus. ----------------------- TABLE OF CONTENTS Page ----- Where You Can Find More Information.................2 Incorporation of Documents by Reference.....................................2 Prospectus Summary..................................3 Use of Proceeds....................................10 Description of New Notes...........................11 The Exchange Offer.................................22 United States Federal Income Tax Considerations....30 Plan of Distribution...............................30 Legal Matters......................................30 Experts............................................30 ===================================================== PSI Energy, Inc. ------------------- Prospectus ------------------- April o, 1999 ===================================================== 30 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 20. Indemnification of Directors and Officers. The Indiana Business Corporation Law and the Amended Articles of Consolidation of PSI provide for indemnification of PSI's directors and officers under a variety of circumstances provided that each of the following conditions is satisfied: (a) the individual's conduct was in good faith; and (b) the individual reasonably believed: (1) in case of conduct in the individual's official capacity with the corporation, that the individual's conduct was in its best interests; and (2) in all other cases, that the individual's conduct was at least not opposed to its best interests; and (c) in case of any criminal proceeding, the individual either: (1) had reasonable cause to believe the individual's conduct was lawful; or (2) had no reasonable cause to believe the individual's conduct was unlawful. If each of the above conditions is satisfied, the indemnification may include liabilities under the Securities Act. In addition, PSI has purchased insurance permitted by the laws of Indiana on behalf of directors and officers which may cover liabilities under the securities laws, except those arising under Section 16(b) of the Exchange Act or involving fraud, criminal fines or penalties or deliberate dishonesty with respect to a material matter which is the subject of litigation. Insofar as indemnification for liabilities arising under the Securities Act is permitted to directors, officers or persons controlling PSI, pursuant to the terms of PSI's articles of incorporation, by-laws and insurance policies, PSI has been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Item 21. Exhibits and Financial Statement Schedules (a) Exhibits (see index to exhibits at E-1). Item 22. 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) 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; 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; II-1 (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) 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. (c) The Registrant undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. (d) The Registrant undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved in that transaction, that was not the subject of and included in the registration statement when it became effective. II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in Cincinnati, Ohio on the 14th day of April, 1999. PSI Energy Inc. By: *James E. Rogers ------------------------------- James E. Rogers, Vice Chairman, President and Chief Executive Officer Pursant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- (i) Principal executive officer: *James E. Rogers Vice Chairman, President and April 14, 1999 - ---------------------------------------- Chief Executive Officer James E. Rogers (ii) Principal financial officer: /s/ Madeleine W. Ludow Vice President and Chief April 14, 1999 - ---------------------------------------- Financial Officer Madeleine W. Ludlow (iii) Principal accounting officer: /s/ Bernard F. Roberts - ---------------------------------------- Bernard F. Roberts Vice President and Comptroller April 14, 1999 (iv) Directors: *James K. Baker Director April 14, 1999 *Michael G. Browning Director April 14, 1999 *John A. Hillenbrand II Director April 14, 1999 *John M. Mutz Director April 14, 1999 *Jackson H. Randolph Director April 14, 1999 *James E. Rogers Director April 14, 1999 *By: /s/ William L. Sheafer --------------------------------------- William L. Sheafer, Attorney-in-fact
II-3 EXHIBIT INDEX Exhibit No. Document - ----------- -------- 1.1 Registration Rights Agreement dated as of December 15, 1998 between PSI Energy, Inc. and Warburg Dillon Read LLC, as initial purchaser. *3.1 Amended Articles of Consolidation, as amended to April 20, 1995 (Exhibit to PSI's Form 10-Q for the quarter ended June 30, 1995). *3.2 Amendment to Article D of the Amended Articles of Consolidation, effective July 10, 1997 (Exhibit to PSI's 1997 Form 10-K). *3.3 By-laws (Exhibit to PSI's Form 10-Q for the quarter ended March 31, 1997). *4.1 Original Indenture, dated as of November 15, 1996, between PSI and the Trustee (Exhibit to PSI's 1996 Form 10-K) *4.2 Fifth Supplemental Indenture, dated as of December 15, 1998, between PSI and the Trustee (Exhibit to PSI's 1998 Form 10-K). 5.1 Opinion of Taft, Stettinius & Hollister LLP with respect to the New Notes. 12.1 Computation of Ratio of Earnings to Fixed Charges. *21.1 Subsidiaries of PSI (Exhibit to PSI's 1998 Form 10-K). 23.1 Consent of Taft, Stettinius & Hollister LLP (contained in their opinion filed as Exhibit 5.1). 23.2 Consent of Arthur Andersen LLP. 24.1 Powers of Attorney. 24.2 Certified copy of a resolution of PSI's Board of Directors. 25.1 Statement of Eligibility of Fifth Third Bank on Form T-1. 99.1 Form of Letter of Transmittal. 99.2 Form of Notice of Guaranteed Delivery. 99.3 Form of Letter to Clients. 99.4 Form of Letter to Nominees. 99.5 Form of Instructions to Registered Holder and/or Book-Entry Transfer Participant from Owner. - ------------------- * Incorporated by reference as indicated. E-1 EX-1.1 2 Exhibit 1.1 REGISTRATION RIGHTS AGREEMENT Dated December 15, 1998 between PSI ENERGY, INC. and WARBURG DILLON READ LLC - ------------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into December 15, 1998, between PSI ENERGY, INC., an Indiana corporation (the "Company"), and WARBURG DILLON READ LLC (the "Initial Purchaser"). This Agreement is made pursuant to the Purchase Agreement dated December 15, 1998, among the Company, UBS AG, London Branch (the "Selling Securityholder") and the Initial Purchaser (the "Purchase Agreement"), which provides for the private placement by the Initial Purchaser of an aggregate of $50,000,000 principal amount of the Company's Putable/Callable Notes due December 14, 2016, Putable/Callable December 14, 2001 (the "Securities"). In order to induce the Initial Purchaser to enter into the Purchase Agreement, the Company has agreed to provide to the Initial Purchaser and its direct and indirect transferees the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement. In consideration of the foregoing, the parties hereto agree as follows: 1. Definitions. As used in this Agreement, the following capitalized defined terms shall have the following meanings: "1933 Act" shall mean the Securities Act of 1933, as amended from time to time. "1934 Act" shall mean the Securities Exchange Act of 1934, as amended from time to time. "Closing Date" shall mean the Closing Date as defined in the Purchase Agreement. "Company" shall have the meaning set forth in the preamble and shall also include the Company's successors. "Exchange Offer" shall mean the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof. "Exchange Offer Registration" shall mean a registration under the 1933 Act effected pursuant to Section 2(a) hereof. 2 "Exchange Offer Registration Statement" shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. "Exchange Securities" shall mean securities issued by the Company under the Indenture containing terms identical to the Securities (except that the Exchange Securities will not contain restrictions on transfer) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer. "Holder" shall mean the Initial Purchaser, for so long as it owns any Registrable Securities, and each of its successors, assigns and direct and indirect transferees who become registered owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the term "Holder" shall include Participating Broker-Dealers (as defined in Section 4(a)). "Indenture" shall mean the Indenture relating to the Securities dated as of November 15, 1996, as supplemented by a Fifth Supplemental Indenture dated as of December 15, 1998 between the Company and Fifth Third Bank, as trustee, and as the same may be amended from time to time in accordance with the terms thereof. "Initial Purchaser" shall have the meaning set forth in the preamble. "Majority Holders" shall mean the Holders of a majority of the aggregate principal amount of outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or any of its affiliates (as such term is defined in Rule 405 under the 1933 Act) (other than the Initial Purchaser or subsequent Holders of Registrable Securities if such subsequent holders are deemed to be such affiliates solely by reason of their holding of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount. "Person" shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. "Prospectus" shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or 3 supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including all material incorporated by reference therein. "Purchase Agreement" shall have the meaning set forth in the preamble. "Registrable Securities" shall mean the Securities; provided, however, that the Securities shall cease to be Registrable Securities (i) when a Registration Statement with respect to such Securities shall have been declared effective under the 1933 Act and such Securities shall have been disposed of pursuant to such Registration Statement, (ii) when such Securities have been sold to the public pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the 1933 Act or (iii) when such Securities shall have ceased to be outstanding. "Registration Expenses" shall mean any and all expenses incident to performance of or compliance by the Company with this Agreement, including without limitation: (i) all SEC, stock exchange or National Association of Securities Dealers, Inc. registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of one counsel for any underwriters or Holders in connection with blue sky qualification of any of the Exchange Securities or Registrable Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements and other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and, in the case of a Shelf Registration Statement, the fees and disbursements of one counsel for the Holders (which counsel shall be selected by the Majority Holders and which counsel may also be counsel for the Placement Agent) and (viii) the fees and disbursements of the independent public accountants of the Company, including the expenses of any special audits or "cold comfort" letters required by or incident to such performance and compliance, but excluding fees and expenses of counsel to the underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder. 4 "Registration Statement" shall mean any registration statement of the Company that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. "Resale Period" shall mean the period beginning on the date the Shelf Registration Statement becomes effective and ending on the earlier of (i) the Shelf Registration Statement ceasing to be effective or (ii) the second anniversary of the Closing Date. "SEC" shall mean the Securities and Exchange Commission. "Shelf Registration" shall mean a registration effected pursuant to Section 2(b) hereof. "Shelf Registration Statement" shall mean a "shelf" registration statement of the Company pursuant to the provisions of Section 2(b) of this Agreement which covers all of the Registrable Securities (but no other securities unless approved by the Holders whose Registrable Securities are covered by such Shelf Registration Statement) on an appropriate form under Rule 415 under the 1933 Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. "Trustee" shall mean the trustee with respect to the Securities under the Indenture. "Underwriter" shall have the meaning set forth in Section 3 hereof. "Underwritten Registration" or "Underwritten Offering" shall mean a registration in which Registrable Securities are sold to an Underwriter for reoffering to the public. 2. Registration Under the 1933 Act. (a) To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company shall use its best efforts to cause to be filed an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities for Exchange Securities and to have such Registration Statement remain effective until the closing of the Exchange Offer. The Company shall 5 commence the Exchange Offer promptly after the Exchange Offer Registration Statement has been declared effective by the SEC and use its best efforts to have the Exchange Offer consummated not later than 60 days after such effective date. The Company shall commence the Exchange Offer by mailing the related exchange offer Prospectus and accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law: (i) that the Exchange Offer is being made pursuant to this Registration Rights Agreement and that all Registrable Securities validly tendered will be accepted for exchange; (ii) the dates of acceptance for exchange (which shall be a period of at least 20 business days from the date such notice is mailed) (the "Exchange Dates"); (iii) that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Registration Rights Agreement; (iv) that Holders electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to surrender such Registrable Security, together with the enclosed letters of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice prior to the close of business on the last Exchange Date; and (v) that Holders will be entitled to withdraw their election, not later than the close of business on the last Exchange Date, by sending to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing his election to have such Securities exchanged. As soon as practicable after the last Exchange Date, the Company shall: (i) accept for exchange Registrable Securities or portions thereof tendered and not validly withdrawn pursuant to the Exchange Offer; and (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee to promptly authenticate and mail to each Holder, an Exchange Security equal in principal amount to the principal amount of the Registrable Securities surrendered by such Holder. 6 The Company shall use its best efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements of the 1933 Act, the 1934 Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate applicable law or any applicable interpretation of the Staff of the SEC. The Company shall inform the Initial Purchaser of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchaser shall have the right, subject to applicable law, to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. (b) In the event that (i) the Company determines that the Exchange Offer Registration provided for in Section 2(a) above is not available or may not be consummated as soon as practicable after the last Exchange Date because it would violate applicable law or the applicable interpretations of the Staff of the SEC, (ii) the Exchange Offer is not for any other reason consummated by June 13, 1999 or (iii) the Exchange Offer has been completed and in the opinion of counsel for the Initial Purchaser a Registration Statement must be filed and a Prospectus must be delivered by the Initial Purchaser in connection with any offering or sale of Registrable Securities, the Company shall use its best efforts to cause to be filed as soon as practicable after such determination, date or notice of such opinion of counsel is given to the Company, as the case may be, a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities and to have such Shelf Registration Statement declared effective by the SEC. In the event the Company is required to file a Shelf Registration Statement solely as a result of the matters referred to in clause (iii) of the preceding sentence, the Company shall use its best efforts to file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Initial Purchaser after completion of the Exchange Offer. The Company agrees to use its best efforts to keep the Shelf Registration Statement continuously effective until the expiration of the period referred to in Rule 144(k) with respect to the Registrable Securities or such shorter period that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement. The Company further agrees to supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with respect to information relating to such Holder, and to use its best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as thereafter practicable. The Company agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. 7 (c) The Company shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a) or Section 2(b), except that, in the case of a registration pursuant to Section 2(b)(iii), the Initial Purchaser shall pay any SEC filing fees. Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to the Shelf Registration Statement. (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that, if, after it has been declared effective, the offering of Registrable Securities pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. As provided for in the Indenture, if (i) the Company fails to file the Exchange Offer Registration Statement required by this Agreement on or before the date specified for such filing, (ii) either the Shelf Registration Statement or the Exchange Offer Registration Statements is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "Effectiveness Target Date"), or (iii) the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of the Notes during the periods specified in this Agreement (each such event referred to in clauses (i) through (iii) above a "Registration Default"), the interest rate on the Securities will be increased by .25% per annum until the Exchange Offer Registration Statement or Shelf Registration Statement, as the case may be, is declared effective by the SEC. Additional interest will cease to accrue from the date of such filing or effectiveness, as the case may be; provided, however, that, if after the date such additional interest ceases to accrue, a different event specified in clause (i), (ii) or (iii) above occurs, additional interest may again commence accruing pursuant to the foregoing provisions. (e) Without limiting the remedies available to the Initial Purchaser and the Holders, the Company acknowledges that any failure by the Company to comply with its obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Initial Purchaser or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchaser or any Holder may obtain such relief as may be required to specifically enforce the Company's obligations under Section 2(a) and Section 2(b) hereof. 8 3. Registration Procedures. In connection with the obligations of the Company with respect to the Registration Statements pursuant to Section 2(a) and Section 2(b) hereof, the Company shall: (a) prepare and file with the SEC a Registration Statement on the appropriate form under the 1933 Act, which form (x) shall be selected by the Company and (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the selling Holders thereof and (z) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith, and use its best efforts to cause such Registration Statement to become effective and remain effective in accordance with Section 2 hereof; (b) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the 1933 Act; to keep each Prospectus current during the period described under Section 4(3) and Rule 174 under the 1933 Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities; (c) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, to counsel for the Initial Purchaser, to counsel for the Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto and such other documents as such Holder or Underwriter may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Securities; and the Company consents to the use of such Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the selling Holders of Registrable Securities and any such Underwriters in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus or any amendment or supplement thereto in accordance with applicable law; (d) use its best efforts to register or qualify the Registrable Securities under all applicable state securities or "blue sky" laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably request in writing by the time the applicable Registration Statement is declared effective by the SEC, to cooperate with such Holders in connection with any filings required to be made 9 with the National Association of Securities Dealers, Inc. and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder to consummate the disposition in each such jurisdiction of such Registrable Securities owned by such Holder; provided, however, that the Company shall not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (ii) file any general consent to service of process or (iii) subject itself to taxation in any such jurisdiction if it is not so subject; (e) in the case of a Shelf Registration, notify each Holder of Registrable Securities, counsel for the Holders and counsel for the Initial Purchaser promptly and, if requested by any such Holder or counsel, confirm such advice in writing (i) when a Registration Statement has become effective and when any post-effective amendment thereto has been filed and becomes effective, (ii) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement and Prospectus or for additional information after the Registration Statement has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iv) if, between the effective date of a Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to the offering cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (v) of the happening of any event during the period a Shelf Registration Statement is effective which makes any statement made in such Registration Statement or the related Prospectus untrue in any material respect or which requires the making of any changes in such Registration Statement or Prospectus in order to make the statements therein not misleading and (vi) of any determination by the Company that a post-effective amendment to a Registration Statement would be appropriate; (f) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest possible moment and provide immediate notice to each Holder of the withdrawal of any such order; (g) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested); 10 (h) in the case of a Shelf Registration, cooperate with the selling Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations (consistent with the provisions of the Indenture) and registered in such names as the selling Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities; (i) in the case of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(e)(v) hereof, use its best efforts to prepare and file with the SEC a supplement or post-effective amendment to a Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company agrees to notify the Holders to suspend use of the Prospectus as promptly as practicable after the occurrence of such an event, and the Holders hereby agree to suspend use of the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission; (j) prior to or simultaneous with the filing of any Registration Statement, any Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus, provide copies of such document to the Initial Purchaser and its counsel (and, in the case of a Shelf Registration Statement, the Holders and their counsel); (k) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the effective date of a Registration Statement; (l) cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended (the "TIA"), in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be, cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the TIA and execute, and use its best efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner; (m) in the case of a Shelf Registration, for a reasonable period prior to the filing of the Shelf Registration Statement, and throughout the Resale Period, make 11 available for inspection at the Company's principal place of business or such other reasonable place by a representative of the Holders of the Registrable Securities, any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, and attorneys and accountants designated by the Holders, after such Holders and Underwriters have certified to the Company that they have a current intention to sell their Registrable Securities pursuant to the Shelf Registration Statement, at reasonable times and in a reasonable manner, such financial and other records, pertinent documents and properties of the Company, and cause the respective officers, directors and employees of the Company to supply such information reasonably necessary to conduct a reasonable investigation within the meaning of Section 11 of the 1933 Act; provided, however, that each such party shall be required to maintain in confidence and not to disclose to any other person any information or records reasonably designated by the Company in writing as being confidential, until such time as (A) such information becomes a matter of public record (whether by virtue of its inclusion in the Shelf Registration Statement or otherwise), or (B) such person shall be required so to disclose such information pursuant to a subpoena or order of any court or other governmental agency or body having jurisdiction over the matter (subject to the requirements of such order, and only after such person shall have given the Company prompt prior written notice of such requirement and the opportunity to contest the same or seek an appropriate protective order), or (C) such information is required to be set forth in the Shelf Registration Statement or the Prospectus included therein or in an amendment to the Shelf Registration Statement or an amendment or supplement to the Prospectus in order that the Shelf Registration Statement, Prospectus, amendment or supplement, as the case may be, does not contain an untrue statement of a material fact or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (n) use its best efforts to cause the Exchange Securities or Registrable Securities, as the case may be, to be rated by two nationally recognized statistical rating organizations (as such term is defined in Rule 436(g)(2) under the 1933 Act); (o) if reasonably requested by any Holder of Registrable Securities covered by a Registration Statement, (i) promptly incorporate in a Prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably requests to be included therein and (ii) make all required filings of such Prospectus supplement or such post-effective amendment as soon as the Company has received notification of the matters to be incorporated in such filing; and (p) in the case of a Shelf Registration, enter into such customary agreements and take all such other actions in connection therewith (including those requested by the 12 Holders of a majority of the Registrable Securities being sold) in order to expedite or facilitate the disposition of such Registrable Securities including, but not limited to, an Underwritten Offering and in such connection, (i) to the extent possible, make such representations and warranties to the Holders and any Underwriters of such Registrable Securities with respect to the business of the Company and its subsidiaries, the Registration Statement, Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when requested, (ii) obtain opinions of counsel to the Company (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders and such Underwriters and their respective counsel) addressed to each selling Holder and Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (iii) obtain "cold comfort" letters from the independent certified public accountants of the Company (and, if necessary, any other certified public accountant of any subsidiary of the Company, or of any business acquired by the Company for which financial statements and financial data are or are required to be included in the Registration Statement) addressed to each selling Holder and Underwriter of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with underwritten offerings, and (iv) deliver such documents and certificates as may be reasonably requested by the Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the Company made pursuant to clause (i) above and to evidence compliance with any customary conditions contained in an underwriting agreement. In the case of a Shelf Registration Statement, the Company may require each Holder of Registrable Securities to furnish to the Company such information regarding the Holder and the proposed distribution by such Holder of such Registrable Securities as the Company may from time to time reasonably request in writing. Each such Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such Shelf Registration contains or would contain an untrue statement of a material fact regarding such Holder or such Holder's intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Holder or such Holder's intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to such Holder or the disposition of such Registrable Securities, an untrue statement of a 13 material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. In the case of a Shelf Registration Statement, each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e)(v) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to a Registration Statement until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(i) hereof, and, if so directed by the Company, such Holder will deliver to the Company (at its expense) all copies in its possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. If the Company shall give any such notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement, the Company shall extend the period during which the Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions. The Company may give any such notice only twice during any 365 day period and any such suspensions may not exceed 30 days for each suspension and there may not be more than two suspensions in effect during any 365 day period. The Holders of Registrable Securities covered by a Shelf Registration Statement who desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker or investment bankers and manager or managers (the "Underwriters") that will administer the offering will be selected by the Majority Holders of the Registrable Securities included in such offering. 4. Participation of Broker-Dealers in Exchange Offer. (a) The Staff of the SEC has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a "Participating Broker-Dealer"), may be deemed to be an "underwriter" within the meaning of the 1933 Act and must deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities. The Company understands that it is the Staff's position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered 14 by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the 1933 Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the 1933 Act. (b) In light of the above, notwithstanding the other provisions of this Agreement, the Company agrees that the provisions of this Agreement as they relate to a Shelf Registration shall also apply to an Exchange Offer Registration to the extent, and with such reasonable modifications thereto as may be, reasonably requested by the Initial Purchaser or by one or more Participating Broker-Dealers, in each case as provided in clause (ii) below, in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker- Dealers consistent with the positions of the Staff recited in Section 4(a) above; provided that: (i) the Company shall not be required to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement, as would otherwise be contemplated by Section 3(i), for a period exceeding 180 days after the last Exchange Date (as such period may be extended pursuant to the penultimate paragraph of Section 3 of this Agreement) and Participating Broker-Dealers shall not be authorized by the Company to deliver and shall not deliver such Prospectus after such period in connection with the resales contemplated by this Section 4; (ii) the Company shall not be required to make available, or cause its officers, directors or employees to supply, any information required under Section 3(m) hereof; and (iii) the application of the Shelf Registration procedures set forth in Section 3 of this Agreement to an Exchange Offer Registration, to the extent not required by the positions of the Staff of the SEC or the 1933 Act and the rules and regulations thereunder, will be in conformity with the reasonable request to the Company by the Initial Purchaser or with the reasonable request in writing to the Company by one or more broker-dealers who certify to the Initial Purchaser and the Company in writing that they anticipate that they will be Participating Broker-Dealers; and provided further that, in connection with such application of the Shelf Registration procedures set forth in Section 3 to an Exchange Offer Registration, the Company shall be obligated (x) to deal only with one entity representing the Participating Broker-Dealers, which shall be Warburg Dillon Read LLC unless it elects not to act as such representative and (y) to cause to be delivered only one, if any, "cold comfort" letter with respect to the Prospectus in the form existing on the last Exchange Date and with respect to each subsequent amendment or supplement, if any, effected during the period specified in clause (i) above. 15 (c) The Initial Purchaser shall have no liability to the Company or any Holder with respect to any request that it may make pursuant to Section 4(b) above. 5. Indemnification and Contribution. The Company agrees to indemnify and hold harmless the Initial Purchaser, each Holder and each Person, if any, who controls the Initial Purchaser or any Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against all losses, claims, damages and liabilities (including the fees and expenses of counsel in connection with any governmental or regulatory investigation or proceeding) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto) pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act, including all documents incorporated therein by reference, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or caused by any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission relating to the Initial Purchaser or any Holder made in reliance upon information furnished to the Company by Warburg Dillon Read LLC or any selling Holder expressly for use therein. In connection with any Underwritten Offering permitted by Section 3, the Company will also indemnify the Underwriter, if any, selling brokers, dealers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the 1933 Act and the 1934 Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement. In case any action shall be brought against the Initial Purchaser, any Holder or any Person controlling the Initial Purchaser or any Holder based upon any Registration Statement (or any amendment or supplement thereto) or any Prospectus (or any amendment or supplement thereto) and in respect of which indemnity may be sought against the Company, the Initial Purchaser, the Holder or such Person shall promptly notify the Company in writing, and the Company, upon the request of the Initial Purchaser, the Holder or such person shall assume the defense thereof on behalf of the Initial Purchaser, the Holder or controlling Person, including the employment of counsel and payment of all expenses. In any such action, the Initial Purchaser, the Holder or any such controlling Person shall have the right to employ its own counsel but the fees and expenses of such counsel shall be at the expense of the Initial Purchaser, the Holder or such controlling Person unless (i) the employment of such counsel has been specifically 16 authorized in writing by the Company or (ii) the named parties to any such action (including any impleaded parties) include the Initial Purchaser, the Holder or such controlling Person and the Company and the Initial Purchaser, the Holder or such controlling Person shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company (it being understood, however, that the Company shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to one firm of local counsel) for the Initial Purchaser, the Holder and controlling Persons, which firm shall be designated in writing by the Initial Purchaser or the Holder and that such fees and expenses shall be reimbursed as they are incurred). The Company shall not be liable for indemnification (or contribution as provided below) with respect to the settlement of any such action effected without its written consent, but if settled with the written consent of the Company or if there be a final judgment for the plaintiff in any such action, the Company agrees to indemnify and hold harmless the Initial Purchaser, the Holder and any such controlling Person from and against any loss or liability by reason of such settlement or judgment (or to make contribution as provided below). Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Initial Purchaser and the other selling Holders, and each of their respective directors, officers who sign the Registration Statement and each Person, if any, who controls the Company, the Initial Purchaser and any other selling Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from the Company to the Initial Purchaser and the Holders, but only with reference to information relating to such Holder furnished by the Holder to the Company expressly for use in any Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto). In case any action shall be brought against the Company, any of its directors or any such officer or controlling person based on any Registration Statement (or any amendment or supplement thereto) or any Prospectus (or any amendment or supplement thereto) and in respect of which indemnity may be sought against, the Initial Purchaser or any Holder, shall have the rights and duties given to the Company, and the Company, its directors or any such officer or controlling Person shall have the rights and duties given to the Initial Purchaser or the Selling Securityholder, as the case may be, by the preceding paragraph of this Section 5. If the indemnification provided for in the second paragraph of this Section 5 is unavailable to the Initial Purchaser, any Holder or other indemnified party in respect of any losses, claims, damages or liabilities referred to therein, then the Company, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one 17 hand and the Holders on the other in connection with the Registration Statement that resulted in such losses, claims, damages, or liabilities, as well as other relevant considerations or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Holders on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company shall be deemed to be in the same proportion as the principal amount of the Notes bears to the total underwriting commissions paid. The relative benefits received by the Holders shall be deemed to be the value of receiving Notes or Exchange Notes, as applicable, registered under the 1933 Act. The relative fault of the Company and the Holders shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Company or by the Holders and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and each Holder agree that it would not be just or equitable if contribution pursuant to this Section 5 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the two immediately preceding paragraphs. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in such paragraphs above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5, no Holder shall be required to contribute any amount in excess of the amount by which the total price at which Registrable Securities were sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchaser, any Holder or any Person controlling the Initial Purchaser or any Holder, or by or on behalf of the Company, its officers or directors or any Person controlling the Company, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement. 18 6. Miscellaneous. (a) No Inconsistent Agreements. The Company has not entered into, and on or after the date of this Agreement will not enter into, any agreement which is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company's other issued and outstanding securities under any such agreements. (b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company has obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided, however, that no amendment, modification, supplement, waiver or consent to any departure from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder. (c) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 6(c), which address initially is, with respect to the Initial Purchaser, the address set forth in the Purchase Agreement; and (ii) if to the Company, initially at the Company's address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c). All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next business day if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands, or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture. 19 (d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement. If any transferee of any Holder shall acquire Registrable Securities, in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The Initial Purchaser (in its capacity as Initial Purchaser) shall have no liability or obligation to the Company with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement. (e) Purchases and Sales of Securities. The Company shall not, and shall use its best efforts to cause its affiliates (as defined in Rule 405 under the 1933 Act) not to, purchase and then resell or otherwise transfer any Securities. (f) Third Party Beneficiary. The Holders shall be third party beneficiaries to the agreements made hereunder between the Company, on the one hand, and the Initial Purchaser, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of Holders hereunder. (g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (i) Governing Law. This Agreement shall be governed by the laws of the State of New York. (j) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. PSI ENERGY, INC. By /s/ William L. Sheafer ------------------------------------ Name: William L. Sheafer Title: Vice President and Treasurer Confirmed and accepted as of the date first above written: WARBURG DILLON READ LLC By /s/ Christopher Forshner -------------------------------- Name: Christopher Forshner Title: Director By /s/ Scott Giese -------------------------------- Name: Scott Giese Title: Director - ------------------------------------------------------------------------------- EX-5.1 3 EXHIBIT 5.1 [LETTERHEAD OF TAFT, STETTINIUS & HOLLISTER LLP] April 13, 1999 PSI Energy, Inc. 139 E. Fourth Street Cincinnati, OH 45202 Dear Sirs: In connection with the registration under the Securities Act of 1933 (the "Act") of $50 million principal amount of 6% Putable/Callable Notes Due 2016 Putable/Callable 2001 (the "New Notes") of PSI Energy, Inc., an Indiana corporation (the "Company"), to be issued in exchange for the Company's outstanding 6% Putable/Callable Notes Due 2016 Putable/Callable 2001 pursuant to (i) the Indenture dated as of November 15, 1996, as supplemented by the Fifth Supplemental Indenture dated as of December 15, 1998 (as so supplemented, the "Indenture"), each between the Company and Fifth Third Bank, as trustee (the "Trustee"), and (ii) the Registration Rights Agreement dated as of December 15, 1998 (the "Registration Rights Agreement") between the Company and Warburg Dillon Read LLC, we, as your counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, we advise you that, in our opinion, the New Notes have been duly authorized by the Company; and when the Securities and Exchange Commission declares the Company's Registration Statement on Form S-4 effective and the New Notes have been duly executed, authenticated, issued and delivered in accordance with the terms of the Registration Rights Agreement and the Indenture, the New Notes will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. The foregoing opinion is limited to the federal laws of the United States of America and the laws of the States of Indiana and New York, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. PSI Energy, Inc. - 2 - April 13, 1999 In connection with the foregoing, we have assumed that at the time of the issuance and delivery of the New Notes there will not have occurred any change in law affecting the validity, legally binding character or enforceability of the New Notes and that the issuance and delivery of the New Notes, all of the terms of the New Notes and the performance by the Company of its obligations thereunder will comply with applicable law and with each requirement or restriction imposed by any court or governmental body having jurisdiction over the Company and will not result in a default under or a breach of any agreement or instrument then binding upon the Company. In rendering the foregoing opinion, we have relied as to certain matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible, and we have assumed (i) that the Indenture has been duly authorized, executed and delivered by the Trustee, (ii) that the New Notes will conform to the form thereof set forth in the Indenture, (iii) that the Trustee's certificates of authentication of the New Notes will be manually signed by one of the Trustee's authorized officers and (iv) that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading "Legal Matters" in the Prospectus. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, /s/Taft, Stettinius & Hollister LLP TAFT, STETTINIUS & HOLLISTER LLP EX-12.1 4 COMPUTATION OF RATIO OF EARNINGS EXHIBIT 12.1 PSI ENERGY, INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES 12 Months Ended December 31 ---------------------------------------------------------------------------- 1998 1997 1996 1995 1994 ---- ---- ---- ---- ---- (Thousands, except ratios) Earnings Available Net Income $52,038 $132,205 $125,678 $145,815 $82,192 Plus: Income Taxes 23,147 77,380 77,191 84,102 51,678 Interest on Long-term Debt 80,259 71,638 67,001 70,577 68,862 Other Interest 11,060 13,584 14,511 15,821 15,292 Interest Component of Rents (a) 5,351 5,390 4,921 3,620 3,946 ---------------------------------------------------------------------------- Total Available $171,855 $300,197 $289,302 $319,935 $221,970 ============================================================================ Fixed Charges Interest Charges $91,319 $85,222 $81,512 $86,398 $84,154 Interest Component of Rents (a) 5,351 5,390 4,921 3,620 3,946 ---------------------------------------------------------------------------- Total Fixed Charges $96,670 $90,612 $86,433 $90,018 $88,100 ============================================================================ Ratio of Earnings to Fixed Charges 1.78 3.31 3.35 3.55 2.52 ============================================================================
- -------------------- (a) Estimated interest component of rentals (1/3 of rentals was used where no readily defined interest element could be determined). EX-23.2 5 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS EXHIBIT 23.2 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 PSI Energy, Inc.'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. /S/ ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP Cincinnati, Ohio April 12, 1999. EX-24.1 6 POWERS OF ATTORNEY EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Charles J. Winger, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, the undersigned's true and lawful attorney-in-fact and agent to execute, for and on behalf of the undersigned, Registration Statements of PSI Energy, Inc. on Form S-3 or such appropriate form as may be required, including any and all amendments and supplements thereto (the "Registration Statements"), for the registration of up to an aggregate of $400,000,000 principal amount or par value, as the case may be, of (i) first mortgage bonds, (ii) senior unsecured indebtedness ("Senior Debentures"), (iii) junior unsecured subordinated debentures ("Subordinated Debentures"), (iv) securities representing undivided beneficial interests in one or more direct or indirect limited partnerships, limited liability companies or statutory business trusts holding Senior Debentures as assets, and/or (v) preferred securities of one or more direct or indirect limited partnerships, limited liability companies or statutory business trusts holding Subordinated Debentures as assets, and to file such Registration Statements, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that the undersigned might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of February, 1999. /S/ JAMES K. BAKER ------------------ James K. Baker POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Charles J. Winger, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, the undersigned's true and lawful attorney-in-fact and agent to execute, for and on behalf of the undersigned, Registration Statements of PSI Energy, Inc. on Form S-3 or such appropriate form as may be required, including any and all amendments and supplements thereto (the "Registration Statements"), for the registration of up to an aggregate of $400,000,000 principal amount or par value, as the case may be, of (i) first mortgage bonds, (ii) senior unsecured indebtedness ("Senior Debentures"), (iii) junior unsecured subordinated debentures ("Subordinated Debentures"), (iv) securities representing undivided beneficial interests in one or more direct or indirect limited partnerships, limited liability companies or statutory business trusts holding Senior Debentures as assets, and/or (v) preferred securities of one or more direct or indirect limited partnerships, limited liability companies or statutory business trusts holding Subordinated Debentures as assets, and to file such Registration Statements, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that the undersigned might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2nd day of February, 1999. /S/ MICHAEL G. BROWNING ----------------------- Michael G. Browning POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Charles J. Winger, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, the undersigned's true and lawful attorney-in-fact and agent to execute, for and on behalf of the undersigned, Registration Statements of PSI Energy, Inc. on Form S-3 or such appropriate form as may be required, including any and all amendments and supplements thereto (the "Registration Statements"), for the registration of up to an aggregate of $400,000,000 principal amount or par value, as the case may be, of (i) first mortgage bonds, (ii) senior unsecured indebtedness ("Senior Debentures"), (iii) junior unsecured subordinated debentures ("Subordinated Debentures"), (iv) securities representing undivided beneficial interests in one or more direct or indirect limited partnerships, limited liability companies or statutory business trusts holding Senior Debentures as assets, and/or (v) preferred securities of one or more direct or indirect limited partnerships, limited liability companies or statutory business trusts holding Subordinated Debentures as assets, and to file such Registration Statements, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that the undersigned might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 5th day of February, 1999. /S/ JOHN A. HILLENBRAND II -------------------------- John A. Hillenbrand II POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Charles J. Winger, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, the undersigned's true and lawful attorney-in-fact and agent to execute, for and on behalf of the undersigned, Registration Statements of PSI Energy, Inc. on Form S-3 or such appropriate form as may be required, including any and all amendments and supplements thereto (the "Registration Statements"), for the registration of up to an aggregate of $400,000,000 principal amount or par value, as the case may be, of (i) first mortgage bonds, (ii) senior unsecured indebtedness ("Senior Debentures"), (iii) junior unsecured subordinated debentures ("Subordinated Debentures"), (iv) securities representing undivided beneficial interests in one or more direct or indirect limited partnerships, limited liability companies or statutory business trusts holding Senior Debentures as assets, and/or (v) preferred securities of one or more direct or indirect limited partnerships, limited liability companies or statutory business trusts holding Subordinated Debentures as assets, and to file such Registration Statements, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that the undersigned might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 4th day of February, 1999. /S/ JOHN M. MUTZ ---------------- John M. Mutz POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Charles J. Winger, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, the undersigned's true and lawful attorney-in-fact and agent to execute, for and on behalf of the undersigned, Registration Statements of PSI Energy, Inc. on Form S-3 or such appropriate form as may be required, including any and all amendments and supplements thereto (the "Registration Statements"), for the registration of up to an aggregate of $400,000,000 principal amount or par value, as the case may be, of (i) first mortgage bonds, (ii) senior unsecured indebtedness ("Senior Debentures"), (iii) junior unsecured subordinated debentures ("Subordinated Debentures"), (iv) securities representing undivided beneficial interests in one or more direct or indirect limited partnerships, limited liability companies or statutory business trusts holding Senior Debentures as assets, and/or (v) preferred securities of one or more direct or indirect limited partnerships, limited liability companies or statutory business trusts holding Subordinated Debentures as assets, and to file such Registration Statements, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that the undersigned might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 9th day of February, 1999. /S/ JACKSON H. RANDOLPH ----------------------- Jackson H. Randolph POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Charles J. Winger, William L. Sheafer, Cheryl M. Foley and Jerome A. Vennemann, or any of them, the undersigned's true and lawful attorney-in-fact and agent to execute, for and on behalf of the undersigned, Registration Statements of PSI Energy, Inc. on Form S-3 or such appropriate form as may be required, including any and all amendments and supplements thereto (the "Registration Statements"), for the registration of up to an aggregate of $400,000,000 principal amount or par value, as the case may be, of (i) first mortgage bonds, (ii) senior unsecured indebtedness ("Senior Debentures"), (iii) junior unsecured subordinated debentures ("Subordinated Debentures"), (iv) securities representing undivided beneficial interests in one or more direct or indirect limited partnerships, limited liability companies or statutory business trusts holding Senior Debentures as assets, and/or (v) preferred securities of one or more direct or indirect limited partnerships, limited liability companies or statutory business trusts holding Subordinated Debentures as assets, and to file such Registration Statements, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact and agents, full authority to do each act necessary to be done, as fully to all purposes that the undersigned might do in person, hereby ratifying all that the attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 9th day of February, 1999. /S/ JAMES E. ROGERS ------------------- James E. Rogers EX-24.2 7 EXHIBIT 24.2 CERTIFICATE OF ASSISTANT CORPORATE SECRETARY I, JEROME A. VENNEMANN, an Assistant Corporate Secretary of PSI Energy, Inc., an Indiana corporation, DO HEREBY CERTIFY that the following is a true and correct copy of a resolution duly adopted by the Board of Directors of said corporation on October 15, 1998, and that such resolution has not been amended and is in full force and effect on the date hereof: RESOLVED FURTHER That each officer and director of the Corporation who may be required to sign and execute each Registration Statement covering such securities or amendments and supplements thereto or documents in connection therewith (whether for or on behalf of the Corporation, or as an officer of the Corporation, or otherwise) is hereby authorized to execute a power of attorney appointing Charles J. Winger, Vice President and Chief Financial Officer, William L. Sheafer, Vice President and Treasurer, Cheryl M. Foley, Vice President, General Counsel and Corporate Secretary, and Jerome A. Vennemann, Assistant Corporate Secretary, and each of them, severally, his or her true and lawful attorney or attorneys to sign in his or her name, place and stead in any such capacity such Registration Statements and any and all amendments thereto, including amendments or supplements to the prospectus contained in such Registration Statement or amendments thereto and the addition or amendment of exhibits and other documents in connection therewith, and to file the same with the Commission, each of such attorneys to have power to act with or without the other, and to have full power and authority to do and perform, in the name and on behalf of each of such officers and directors who shall have executed such a power of attorney, every act whatsoever which such attorneys, or either of them, may deem necessary or advisable to be done in connection therewith as fully and to all intents and purposes as such officers or directors might or could do in person. IN WITNESS WHEREOF, I have hereunto subscribed my name this 14th day of April, 1999. /S/ JEROME A. VENNEMANN ----------------------- Jerome A. Vennemann Assistant Corporate Secretary EX-25.1 8 Exhibit 25.1 File No. ____ FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Statement of Eligibility Under the Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(B)(2) FIFTH THIRD BANK (Exact name of trustee as specified in its charter) Ohio (Jurisdiction of incorporation or organization if not a national bank) 31-0854433 (I.R.S. Employer Identification No.) 38 Fountain Square Plaza, Cincinnati, Ohio (Address of principal executive offices) 45263 (Zip Code) Paul L. Reynolds, 5th and Walnut Streets Cincinnati, Ohio, 45263 (513) 579-5300 (Name, address and telephone number of agent for service) PSI ENERGY, INC. (Exact name of obligor as specified in its charter) Indiana (State or other jurisdiction of incorporation or organization) 35-0594457 (I.R.S. Employer Identification No.) 1000 East Main Street, Plainfield, Indiana (Address of principal executive offices) 46168 (Zip Code) 6% Putable/Callable Notes due 2016; Putable/Callable 2001 (Title of the indenture securities) Item 1. General information. Furnish the following information as to the trustee - (a) Name and address of each examining or supervising authority to which it is subject. Ohio Superintendent of Banks State Office Tower 30 E. Broad Street Columbus, Ohio 43215 Federal Reserve Bank of Cleveland East Sixth Street and Superior Avenue Cleveland, Ohio 44101 Federal Deposit Insurance Corporation, Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. Items 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 14 and 15 are not applicable by virtue of the answer to Item 13. Item 13. Defaults by the obligor. (a) State whether there is or has been a default with respect to the securities under this indenture. Explain the nature of any such default. None. (b) If the Trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, or is trustee for more than one outstanding series of securities under the indenture, state whether there has been a default under any such indenture or series, identify the indenture or series affected, and explain the nature of any such default. 2 None. Item 16. List of Exhibits. List below all exhibits filed as a part of this statement of eligibility. (Exhibits identified in parentheses, on file with the Commission, are incorporated herein by reference as exhibits hereto.) (1) A copy of the Certificate of Incorporation of the trustee as now in effect. (2) A copy of the certificate of authority of the trustee to commence business. (Included in Exhibit 1) (3) A copy of the authorization of the trustee to exercise corporate trust powers. (4) A copy of the existing code of regulations of the trustee incorporating amendments to date. (5) A copy of each indenture referred to in Item 4. (6) The consent of the trustee required by Section 321 (b) of the Trust Indenture Act of 1939. (7) A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. (8) A copy of any order pursuant to which the foreign trustee is authorized to act as sole trustee under indentures qualified or to be qualified under the Act. (9) Foreign trustees are required to file a consent to service of process of Form F-X 3 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, Fifth Third Bank, a corporation organized and existing under the laws of the State of Ohio, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Cincinnati and the State of Ohio, on the 14th day of April, 1999. FIFTH THIRD BANK By: /s/ Kerry R. Byrne ----------------------------------- Kerry R. Byrne, Vice President and Trust Officer 4 EXHIBIT 1 CERTIFICATE OF INCORPORATION OF THE TRUSTEE AS NOW IN EFFECT CERTIFICATE OF AMENDED ARTICLES OF INCORPORATION OF FIFTH THIRD BANK F.K.A. The Fifth Third Bank George A. Schaefer, Jr., President and Paul L. Reynolds, Assistant Secretary, of the above named Ohio banking corporation do hereby certify that in a writing signed by all the shareholders who would be entitled to notice of a meeting held for that purpose, the following resolution to amend the Articles was adopted: RESOLVED, that the Articles of Incorporation, as amended, of The Fifth Third Bank, (the "Company"), be and the same hereby are amended so that Article First thereof shall henceforth be and read as follows: FIRST: The name of said Corporation shall be "Fifth Third Bank'. IN WITNESS WHEREOF, the above named officers, acting for and on behalf of the corporation, have hereto subscribed their names this 4th day of October 1998. By: /s/ George A. Schaefer, Jr. ---------------------------------------- George A. Schaefer, Jr., President By: /s/ Paul L. Reynolds ---------------------------------------- Paul L. Reynolds, Assistant Secretary Approved this 2nd day of November, 1999. /s/ W. Curtis Stitt - ---------------------------------------- W. Curtis Stitt, Superintendent Division of Financial Institutions 5 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF THE FIFTH THIRD BANK George A. Schaefer, Jr., President and Phillip C. Long, Secretary to The Fifth Third Bank, an Ohio banking corporation, with its principal office located at Cincinnati, Hamilton County, Ohio, do hereby certify that a duly called meeting of the Board of Directors held on May 18, 1993, at which a quorum was present and at a special meeting of the shareholder on May 18, 1993, the following resolution to amend the Third Amended Articles of Incorporation which adopted by affirmative vote of all the Directors in attendance and by an unanimous vote of the sole shareholder. RESOLVED, that Article FOURTH of the Third Amendment Articles of Incorporation be and is hereby amended in its entirety to read as follows: FOURTH: The maximum number of shares with the corporation is authorized to have outstanding shall be Thirty-Two Thousand (32,000) shares with a par value of Two Thousand Two Hundred Dollars ($2,200.00) per share. IN WITNESS WHEREOF, said George A. Schaefer, Jr., President and Phillip C. Long, Secretary of The Fifth Third Bank, acting for and on behalf of said corporation have hereunto subscribed their names this 18th day of May , 1993. /s/ George A. Schaefer, Jr. ---------------------------------- George A. Schaefer, Jr., President Approved this 16th day of June, 1993 - ------------------------------------ /s/ Allison M. Meeks Allison M. Meeks, Superintendent /s/ Phillip C. Long ----------------------------------- Phillip C. Long, Secretary 6 THIRD AMENDED ARTICLES OF INCORPORATION OF THE FIFTH THIRD BANK FIRST: The name of said Corporation shall be "The Fifth Third Bank". SECOND: The place in Ohio where its principal office is to be located is Cincinnati Hamilton County, and its principal business there transacted. THIRD: Said Corporation is formed for the purposes of (a) receiving on deposit or in trust, moneys, securities and other valuable property, on such terms as may be agreed, and of doing the business of a savings bank and of a trust company; (b) of disposing of box vaults for safekeeping of valuables by lease or otherwise; (c) of investing and loaning the funds of the company and those received by it on deposit or in trust; (d) of doing a commercial banking business; and, (e) of doing the business of a special plan bank, and in furtherance of said purposes, to exercise all the powers of which may be lawfully exercised by a corporation formed therefore, and to do all things necessary to incident thereto. FOURTH: The maximum number of shares which the corporation is authorized to have outstanding shall be Thirty-Two Thousand (32,000) shares with a par value of One Thousand Nine Hundred Dollars ($1,900.00) per share. FIFTH: These Amended Articles of Incorporation supersede and take the place of the existing Articles of Incorporation. 7 EXHIBIT 2 CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO COMMENCE BUSINESS (INCLUDED IN EXHIBIT 1) 8 EXHIBIT 3 A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE CORPORATE TRUST POWERS [See Attached] 9 STATE OF OHIO DIVISION OF FINANCIAL INSTITUTIONS This is to certify that Fifth Third Bank, Cincinnati, Ohio, organized under the laws of the State of Ohio has complied with the laws relating to trust companies under Section 1111.04 of the Ohio Revised Code and is qualified to exercise trust powers in Ohio. Witness my hand at Columbus, Ohio, this 1st day of March, 1999. /s/ F. Scott O'Donnell --------------------------- F. SCOTT O'DONNELL Superintendent Division of Financial Institutions 10 EXHIBIT 4 A COPY OF THE EXISTING CODE OF REGULATIONS OF THE TRUSTEE INCORPORATING AMENDMENTS TO DATE [See Attached] 11 Code of Regulations of Fifth Third Bank ARTICLE I STOCKHOLDERS Section 1. Meetings. The annual meeting of the Stockholders shall be held at the principal office of the Company at such hour, as may be fixed in the notice of such meeting, and on such date, not earlier than the second Tuesday of January or later than the third Tuesday of April of each year, as shall be fixed by the Board of Directors and communicated in writing to the Shareholders not later than twenty (20) days prior to such meeting. Section 2. Quorum. Stockholders, whether in person or by lawful proxies, representing a majority in amount of the outstanding stock of the Company, shall constitute a quorum at any stockholders' meeting. If there be less than a majority in amount of such stock at any meeting, the meeting may be adjourned from time to time. ARTICLE II DIRECTORS Section 1. Number. The Board of Directors shall be composed of eighteen (18) persons unless this number is changed by: (1) the Shareholders in accordance with the laws of Ohio or (2) the vote of a majority of the Directors in office. The Directors may increase the number to not more than twenty-four (24) persons and may decrease the number to not less than fifteen (15) persons. Any Director's office created by the Directors by reason of an increase in their number may be filled by action of a majority of the Directors in office. Section 2. Term. Directors shall hold office until the expiration of the term for which they were erected, and shall continue in office until their respective successors shall have been duly elected and qualified. Section 3. Qualifications and Compensation. No person shall serve as a Director who is not the owner of record of at least Five Hundred ($500.00) Dollars par value of stock of the Company. Each Director shall be entitled to receive such compensation for attendance at meetings of the Board of Directors of Committees thereof as the Board of Directors may, from time to time, fix. Section 4. Replacement or Removal. Directors may be replaced or removed as provided by Ohio Law, provided that Directors may be removed without cause only by an affirmative vote of not less than two-thirds (2/3) of the outstanding shares of the Company. Section 5. Vacancies. Any vacancy occurring in the Board of Directors may be fille by the Board of Directors until an election to fill such vacancy is had. Section 6. Quorum. A majority of the whole authorized number of Directors, as the same shall be established from time to time in accordance with Section 1 of this Code of Regulations, shall constitute a quorum for a meeting of the Directors, except that a majority of the Directors in office constitute a quorum for the filling of a vacancy or vacancies of the Board. 12 Section 7. Election of Officers. The Board of Directors at the first meeting after the election of Directors may elect one of its own number Chairman of the Board and one of its own number Vice Chairman of the Board; and it shall elect one of its own number President. It may also elect one or more vice presidents (one or more of whom may be designated Executive Vice President and/or Senior Vice President and/or Vice President and Trust Officer), a Cashier, a Secretary, and a Treasurer, and it may appoint such other officers as the Board may deem advisable. Any two of said offices may be held by the same person. Officers so elected shall hold office during the term of the Board by whom they are elected, subject to the power of the Board to remove them at its discretion. They shall be bonded in such amount and with such survey or sureties as the Board of Directors shall require. Section 8. Meetings of the Board. Regular meetings of the Board of Directors shall be held on the third Tuesday of each month, or at such other times as may be determined by the Board of Directors. Except as otherwise provided by law, any business may be transacted at any regular meeting of the Board of Directors. Special meetings shall be held upon the call of the Chairman of the Board, if one be elected, or by the President, or in their absence, by a Vice President or any three (3) Directors. Section 9. Notice of Meetings. The Secretary shall give notice of each meeting of the Board of Directors, whether regular or special, to each member of the Board. Section 10. Committees. Section 10.1 Executive Committee. The Board of Directors shall appoint any Executive Committee consisting of at least three (3) members, all of whom may be members of the Board of Directors, or at least one (1) of whom shall be a Director, the remainder to be officers of the Bank. Such Executive Committee shall serve until their successors are appointed. A majority of the members of said Committee shall constitute a quorum. The Executive Committee shall conduct the business of the Company and shall have all the powers of the Board of Directors when said Board is not in session, except that of declaring a dividend. The Secretary of the Company shall keep a record of the Committee's proceedings, which, signed by the Chairman of the Committee, shall be presented at the meetings of the Committee and at the meetings of the Board of Directors. Section 10.2 Other Committees. The Board of Directors shall appoint a Trust Committee of which the Vice President and Trust Officer and at least three (3) of its members who are not officers of the Company shall be members. The Vice President and Trust Officer shall be Chairman of the Trust Committee. In addition thereto, the Chairman of the Board, Chief Executive Officer, may appoint such additional Committees, by and with the approval of the Board of Directors, as may be deemed desirable or necessary. Each such Committee, so appointed, shall have such powers and perform such duties, not inconsistent with law, as may be delegated to it by the Board of Directors. 13 Section 11. Indemnification. The Company shall indemnify each Director and each Officer of the Company, and each person employed by the Company who serves at the written request of the President of the Company as a director, trustee, officer, employee or agent of another corporation, domestic or foreign, non-profit or for profit, partnership, joint venture, trust or other enterprise, to the full extent permitted by Ohio law. The term "Officer" as used in this Section shall include the Chairman of the Board and the Vice Chairman of the Board if such offices are filled, the President, each Vice President, the Treasurer, the Secretary, the Cashier, the Controller, the Auditor, the Counsel and any other person who is specifically designated as an "Officer" within the operation of this Section by action of the Board of Directors. The Company may indemnify assistant Officers, employees and others by action of the Board of Directors to the extent permitted by Ohio law. ARTICLE III OFFICERS Section 1. Powers and Duties. The Chairman of the Board if the office be filled, otherwise the Vice Chairman of the Board, if the office be filled, otherwise the President shall preside at all meetings of the Stockholders, the Board of Directors, and the supervision and control over the business of the Company and shall serve at the pleasure of the Board of Directors. In the absence or disability of any of the foregoing officers, their respective duties shall be performed by the Chairman of the Board, the Vice Chairman of the Board, the President, or by a Vice President specifically designated by the Board of Directors, in the order named. The Secretary, or in his absence or disability, the Assistant Secretary, shall act, ex officio, as Secretary of all meetings of the Stockholders, the Board of Directors and the Executive Committee. The other officers of the Company shall have such powers and duties as usually and customarily attach to their offices. ARTICLE IV CERTIFICATES OF STOCK Section 1. Form. Certificates for shares of stock shall be signed by the Chairman of the Board, or by the President, or by one of the Vice Presidents, and by the Secretary or Treasurer or by the Cashier or an Assistant Cashier, shall contain such statements as are required by law, and shall otherwise be in such form as the Board of Directors may, from time to time, require. Section 2. Transfers. Shares shall be transferable on the books of the Company by the holders thereof in person or by duly authorized attorney upon surrender of the certificates therefor with duly executed assignment endorsed thereon or attached thereto. Section 3. Closing of Transfer Books. The books for transfer of the stock of the Company shall be closed for at least five (5) days preceding the annual meeting of stockholders, and 14 may be closed by order of the Board of Directors, or Executive Committee, for a like period before any other meeting of the Stockholders. ARTICLE V AMENDMENTS These regulations may be changed, and new regulations adopted by the assent thereto in writing of two-thirds (2/3) of the Stockholders of the Company in number an in amount; or by a majority of such Stockholders in number and in amount, at a meeting held for that purpose, notice of which has been given by the President, the Secretary, or any two (2) Directors personally or by written notice, to each Stockholders, and by publication once a week for four (4) consecutive weeks in some newspaper of general circulation in Hamilton County, Ohio, or in such other manner as may then be authorized by the laws of Ohio. 15 EXHIBIT 5 A COPY OF EACH INDENTURE REFERRED TO IN ITEM 4 (NOT APPLICABLE) 16 EXHIBIT 6 THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321 (B) OF THE TRUST INDENTURE ACT OF 1939 [See Attached] 17 EXHIBIT 6 TO FORM T-1 CONSENT OF TRUSTEE Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939 in connection with the proposed issuance of Debt Securities of PSI Energy, Inc., Fifth Third Bank hereby consents that reports of examination by Federal, State, Territorial or District Authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. FIFTH THIRD BANK By: /s/ Kerry R. Byrne -------------------------------- Kerry R. Byrne, Vice President and Trust Officer EXHIBIT 7 A COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE PUBLISHED PURSUANT TO LAW OR THE REQUIREMENTS OF ITS SUPERVISING OR EXAMINING AUTHORITY [See Attached] R E P O R T O F C O N D I T I O N Consolidated Report of Condition of FIFTH THIRD BANK of CINCINNATI, OHIO and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business on December 31, 1998, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act. ASSETS Thousands of Dollars Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin....................................... 502,214 Interest-bearing balances............................... 996 Securities: Held-to-maturity securities................................. 4,916 Available-for-sale securities............................... 2,853,814 Federal funds sold and securities purchased ................ ////////// under agreements to resell ............................. 325,900 Loans and lease financing receivables: Loans and lease, net of unearned income........7,469,628 LESS: Allowance for loan and lease losses........106,477 LESS: Allocated transfer risk reserve..................0 Loans and leases, net of unearned income, allowance, and reserve.................................. 7,363,151 Trading Assets ............................................. 8,950 Premises and fixed assets (including capitalized leases)................................................... 138,579 Other real estate owned..................................... 1,030 Investments in unconsolidated subsidiaries and associated companies.................................... 0 Customers' liability to this bank on acceptances outstanding................................. 46,686 Intangible assets........................................... 70,182 Other assets................................................ 409,458 Total assets................................................ 11,727,876 LIABILITIES Deposits: In domestic offices..................................... 5,134,343 Noninterest-bearing............................1,538,081 Interest-bearing...............................3,596,262 In foreign offices, Edge and Agreement subsidiaries, and IBFs:............................................... 353,824 Noninterest-bearing............................. 0 Interest-bearing................................ 353,824 Federal funds purchased and securities sold under agreements to repurchase................................ 3,742,117 Demand notes issued to the U.S. Treasury.................... 2,768 Trading liabilities......................................... 0 Other borrowed money (including mortgage indebtedness and obligations under capitalized leases): ..............................................////////// With a remaining maturity of one year or less........... 100,542 With a remaining maturity of more than one year through ............................................... 202,000 With a remaining maturity of more than three years.................................................. 0 Not applicable Bank's liability on acceptances executed and outstanding................................................. 47,161 Subordinated notes and debentures........................... 847,752 Other liabilities........................................... 427,687 Total liabilities........................................... 10,858,194 EQUITY CAPITAL Perpetual preferred stock and related surplus............... 0 Common stock................................................ 70,400 Surplus..................................................... 212,048 Undivided profits and capital reserves...................... 566,331 Net unrealized holding gains (losses) on available-for-sale securities........................... 20,902 Cumulative foreign currency translation adjustments......... 0 Total equity capital........................................ 896,628 Total liabilities and equity capital........................ 11,727,876 EXHIBIT 8 A COPY OF ANY ORDER PURSUANT TO WHICH THE FOREIGN TRUSTEE IS AUTHORIZED TO ACT AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE QUALIFIED UNDER THE ACT (NOT APPLICABLE) EXHIBIT 9 FOREIGN TRUSTEES ARE REQUIRED TO FILE A CONSENT TO SERVICE OF PROCESS OF FORM F-X (NOT APPLICABLE) EX-99.1 9 D Exhibit 99.1 LETTER OF TRANSMITTAL Offer to Exchange 6% Putable/Callable Notes due December 14, 2016 Putable/Callable December 14, 2001 (Registered under the Securities Act of 1933) for All Outstanding 6% Putable/Callable Notes due December 14, 2016 Putable/Callable December 14, 2001 of PSI ENERGY, INC. Pursuant to the Prospectus Dated , 1999 - -------------------------------------------------------------------------------- THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 1999, UNLESS THE OFFER IS EXTENDED. - -------------------------------------------------------------------------------- THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS: FIFTH THIRD BANK By Registered or Certified Mail: By Overnight Delivery or Hand: Fifth Third Bank Fifth Third Bank 38 Fountain Square Plaza 38 Fountain Square Plaza MD 1090D2-3210 MD 1090D2-3210 Cincinnati, Ohio 45263 Cincinnati, Ohio 45263 Attn: Corporate Trust Attn: Corporate Trust Department Department To Confirm by Telephone Facsimile Transmissions: or for Information: (513) 744-6785 (513) 579-5132 DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus (as defined below). This Letter of Transmittal is to be completed by holders of Old Notes (as defined below) if Old Notes are to be forwarded herewith. If tenders of Old Notes are to be made by book-entry transfer to an account maintained by Fifth Third Bank (the "Exchange Agent") at The Depository Trust Company ("DTC") pursuant to the procedures set forth in "The Exchange Offer--Book-Entry Transfer" in the Prospectus and in accordance with the Automated Tender Offer Program ("ATOP") established by DTC, a tendering holder will become bound by the terms and conditions hereof in accordance with the procedures established under ATOP. Holders of Old Notes whose certificates (the "Certificates") for such Old Notes are not immediately available or who cannot deliver their Certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date (as defined in the Prospectus) or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Old Notes according to the guaranteed delivery procedures set forth in "The Exchange Offer--Guaranteed Delivery Procedures" in the Prospectus. SEE INSTRUCTION 1. DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH ITS PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT. 2 NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY ALL TENDERING HOLDERS COMPLETE THIS BOX: - ------------------------------------------------------------------------------------------------------------------- DESCRIPTION OF OLD NOTES TENDERED - ------------------------------------------------------------------------------------------------------------------- Name(s) and address(es) of Registered Holder(s) Old Notes Tendered (Please fill in, if blank) (attach additional list if necessary) - ------------------------------------------------------------------------------------------------------------------- Principal Amount of Certificate Principal Amount Old Notes Tendered Number(s)* of Old Notes* (if less than all)** ---------------------------------------------------------- ---------------------------------------------------------- ---------------------------------------------------------- ---------------------------------------------------------- Total Amount Tendered - ------------------------------------------------------------------------------------------------------------------- * Need not be completed by book-entry holders. ** Old Notes may be tendered in whole or in part in denominations of $1,000 and integral multiples thereof. All Old Notes held shall be deemed tendered unless a lesser number is specified in this column.
(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY) [ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING: Name of Tendering Institution -------------------------------------------- DTC Account Number -------------------------------------------------------- Transaction Code Number --------------------------------------------------- [ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING: Name of Registered Holder(s) ----------------------------------------------- Window Ticket Number (if any) ---------------------------------------------- Date of Execution of Notice of Guaranteed Delivery ------------------------- Name of Institution which Guaranteed --------------------------------------- If Guaranteed Delivery is to be made By Book-Entry Transfer: Name of Tendering Institution ---------------------------------------------- DTC Account Number --------------------------------------------------------- Transaction Code Number ---------------------------------------------------- [ ] CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE. 3 [ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES (A "PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ---------------------------------------------------------------------- Address: ------------------------------------------------------------------ ------------------------------------------------------------------ 4 Ladies and Gentlemen: The undersigned hereby tenders to PSI Energy, Inc., an Indiana corporation (the "Company"), the above described aggregate principal amount of the Company's 6% Putable/Callable Notes due December 14, 2016, Putable/Callable December 14, 2001 (the "Old Notes") in exchange for a like aggregate principal amount of the Company's 6% Putable/Callable Notes due December 14, 2016, Putable/Callable December 14, 2001 (the "New Notes"), upon the terms and subject to the conditions set forth in the Prospectus dated [ ], 1999 (as the same may be amended or supplemented from time to time, the "Prospectus"), receipt of which is acknowledged, and in this Letter of Transmittal (which, together with the Prospectus, constitute the "Exchange Offer"). The Exchange Offer has been registered under the Securities Act of 1933, as amended (the "Securities Act"). Subject to and effective upon the acceptance for exchange of all or any portion of the Old Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to or upon the order of the Company all right, title and interest in and to such Old Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent and attorney-in-fact (with full knowledge that the Exchange Agent is also acting as agent of the Company in connection with the Exchange Offer) with respect to the tendered Old Notes, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), subject only to the right of withdrawal described in the Prospectus, to (i) deliver Certificates for Old Notes to the Company together with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company, upon receipt by the Exchange Agent, as the undersigned's agent, of the Exchange Notes to be issued in exchange for such Old Notes, (ii) present Certificates for such Old Notes for transfer, and to transfer the Old Notes on the books of the Company, and (iii) receive for the account of the Company all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes, all in accordance with the terms and conditions of the Exchange Offer. THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE OLD NOTES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR EXCHANGE, THE COMPANY WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THAT THE OLD NOTES TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE CLAIMS OR PROXIES. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS DEEMED BY THE COMPANY OR THE EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE TO COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF THE OLD NOTES TENDERED HEREBY, AND THE UNDERSIGNED WILL COMPLY WITH ITS OBLIGATIONS UNDER THE REGISTRATION RIGHTS AGREEMENT. THE UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS OF THE EXCHANGE OFFER. The name(s) and address(es) of the registered holder(s) of the Old Notes tendered hereby should be printed above, if they are not already set forth above, as they appear on the Certificates representing such Old Notes. The Certificate number(s) and the Old Notes that the undersigned wishes to tender should be indicated in the appropriate boxes above. If any tendered Old Notes are not exchanged pursuant to the Exchange Offer for any reason, or if Certificates are submitted for more Old Notes than are tendered or accepted for exchange, Certificates for such unaccepted or nonexchanged Old Notes will be returned (or, in the case of Old Notes tendered by book-entry transfer, such Old Notes will be credited to an account maintained at DTC), without expense to the tendering holder, promptly following the expiration or termination of the Exchange Offer. The undersigned understands that tenders of Old Notes pursuant to any one of the procedures described in "The Exchange Offer--Procedures for Tendering Old Notes" in the Prospectus and in the instructions hereto will, upon the Company's acceptance for exchange of such tendered Old Notes, constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. In all cases in which a Participant elects to accept the Exchange Offer by transmitting an express acknowledgment in accordance with the established ATOP procedures, such Participant shall be bound by all of the terms and conditions of this Letter of Transmittal. The undersigned recognizes that, under certain circumstances set forth in the Prospectus, the Company may not be required to accept for exchange any of the Old Notes tendered hereby. Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, the undersigned hereby directs that the New Notes be issued in the name(s) of the undersigned or, in the case of a book-entry transfer of Old Notes, that such New Notes be credited to the account indicated above maintained at DTC. If applicable, substitute Certificates representing Old Notes not exchanged or not accepted for exchange will be issued to the undersigned or, in the case of a book-entry transfer of Old Notes, will be credited to the account indicated above maintained at DTC. Similarly, unless otherwise indicated under "Special Delivery Instructions," please deliver New Notes to the undersigned at the address shown below the undersigned's signature. 5 BY TENDERING OLD NOTES AND EXECUTING, OR OTHERWISE BECOMING BOUND BY, THIS LETTER OF TRANSMITTAL, THE UNDERSIGNED HEREBY REPRESENTS AND AGREES THAT (I) THE UNDERSIGNED IS NOT AN "AFFILIATE" OF THE COMPANY, (II) ANY NEW NOTES TO BE RECEIVED BY THE UNDERSIGNED ARE BEING ACQUIRED IN THE ORDINARY COURSE OF ITS BUSINESS AND (III) THE UNDERSIGNED HAS NO ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON TO PARTICIPATE IN A DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT) OF SUCH NEW NOTES. BY TENDERING OLD NOTES PURSUANT TO THE EXCHANGE OFFER AND EXECUTING, OR OTHERWISE BECOMING BOUND BY, THIS LETTER OF TRANSMITTAL, A HOLDER OF OLD NOTES WHICH IS A BROKER-DEALER REPRESENTS AND AGREES, CONSISTENT WITH CERTAIN INTERPRETIVE LETTERS ISSUED BY THE STAFF OF THE DIVISION OF CORPORATION FINANCE OF THE SECURITIES AND EXCHANGE COMMISSION TO THIRD PARTIES, THAT (A) SUCH OLD NOTES HELD BY THE BROKER-DEALER ARE HELD ONLY AS A NOMINEE, OR (B) SUCH OLD NOTES WERE ACQUIRED BY SUCH BROKER-DEALER FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES AND IT WILL DELIVER THE PROSPECTUS (AS AMENDED OR SUPPLEMENTED FROM TIME TO TIME) MEETING THE REQUIREMENTS OF THE SECURITIES ACT IN CONNECTION WITH ANY RESALE OF SUCH NEW NOTES (PROVIDED THAT, BY SO ACKNOWLEDGING AND BY DELIVERING A PROSPECTUS, SUCH BROKER-DEALER WILL NOT BE DEEMED TO ADMIT THAT IT IS AN "UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES ACT). THE COMPANY HAS AGREED THAT, SUBJECT TO THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT, THE PROSPECTUS, AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, MAY BE USED BY A PARTICIPATING BROKER-DEALER (AS DEFINED BELOW) IN CONNECTION WITH RESALES OF NEW NOTES RECEIVED IN EXCHANGE FOR OLD NOTES, WHERE SUCH OLD NOTES WERE ACQUIRED BY SUCH PARTICIPATING BROKER-DEALER FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES, FOR A PERIOD ENDING 90 DAYS AFTER THE EXPIRATION DATE (SUBJECT TO EXTENSION UNDER CERTAIN LIMITED CIRCUMSTANCES DESCRIBED IN THE PROSPECTUS) OR, IF EARLIER, WHEN ALL SUCH NEW NOTES HAVE BEEN DISPOSED OF BY SUCH PARTICIPATING BROKER-DEALER. IN THAT REGARD, EACH BROKER DEALER WHO ACQUIRED OLD NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES (A "PARTICIPATING BROKER-DEALER"), BY TENDERING SUCH OLD NOTES AND EXECUTING, OR OTHERWISE BECOMING BOUND BY, THIS LETTER OF TRANSMITTAL, AGREES THAT, UPON RECEIPT OF NOTICE FROM THE COMPANY OF THE OCCURRENCE OF ANY EVENT OR THE DISCOVERY OF ANY FACT WHICH MAKES ANY STATEMENT CONTAINED OR INCORPORATED BY REFERENCE IN THE PROSPECTUS UNTRUE IN ANY MATERIAL RESPECT OR WHICH CAUSES THE PROSPECTUS TO OMIT TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED OR INCORPORATED BY REFERENCE THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING OR OF THE OCCURRENCE OF CERTAIN OTHER EVENTS SPECIFIED IN THE REGISTRATION RIGHTS AGREEMENT, SUCH PARTICIPATING BROKER-DEALER WILL SUSPEND THE SALE OF NEW NOTES PURSUANT TO THE PROSPECTUS UNTIL THE COMPANY HAS AMENDED OR SUPPLEMENTED THE PROSPECTUS TO CORRECT SUCH MISSTATEMENT OR OMISSION AND HAS FURNISHED COPIES OF THE AMENDED OR SUPPLEMENTED PROSPECTUS TO THE PARTICIPATING BROKER-DEALER OR THE COMPANY HAS GIVEN NOTICE THAT THE SALE OF THE NEW NOTES MAY BE RESUMED, AS THE CASE MAY BE. IF THE COMPANY GIVES SUCH NOTICE TO SUSPEND THE SALE OF THE NEW NOTES, IT SHALL EXTEND THE 90-DAY PERIOD REFERRED TO ABOVE DURING WHICH PARTICIPATING BROKER-DEALERS ARE ENTITLED TO USE THE PROSPECTUS IN CONNECTION WITH THE RESALE OF NEW NOTES BY THE NUMBER OF DAYS DURING THE PERIOD FROM AND INCLUDING THE DATE OF THE GIVING OF SUCH NOTICE TO AND INCLUDING THE DATE WHEN PARTICIPATING BROKER-DEALERS SHALL HAVE RECEIVED COPIES OF THE SUPPLEMENTED OR AMENDED PROSPECTUS NECESSARY TO PERMIT RESALES OF THE NEW NOTES OR TO AND INCLUDING THE DATE ON WHICH THE COMPANY HAS GIVEN NOTICE THAT THE SALE OF NEW NOTES MAY BE RESUMED, AS THE CASE MAY BE. All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives successors and assigns of the undersigned. Except as stated in the Prospectus, this tender is irrevocable. 6 HOLDER(S) SIGN HERE (See Instructions 2, 5 and 6) (Note: Signature(s) Must be Guaranteed if Required by Instruction 2) Must be signed by registered holder(s) exactly as name(s) appear(s) on Certificate(s) for the Old Notes hereby tendered or on a security position listing, or by any person(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith. If signature is by an attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or another acting in a fiduciary or representative capacity, please set forth the signer's full title. See Instruction 5. - -------------------------------------------------------------------------------- (Signature(s) of Holder(s)) Date , 1999 ---------------------------------------------------------------------- Name(s) ------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Please Print) Capacity: ----------------------------------------------------------------------- (Include Full Title) Address ------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Include Zip Code) Area Code and Telephone Number -------------------------------------------------- - -------------------------------------------------------------------------------- (Tax Identification or Social Security Number(s)) GUARANTEE OF SIGNATURE(S) (See Instructions 2 and 5) Authorized Signature ------------------------------------------------------------ Name ---------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Please Print) Date , 1999 ---------------------------------------------------------------------- Capacity or Title --------------------------------------------------------------- Name of Firm -------------------------------------------------------------------- Address ------------------------------------------------------------------------- (Include Zip Code) Area Code and Telephone Number -------------------------------------------------- 7 SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 1, 5 and 6) To be completed ONLY if the New Notes are to be issued in the name of someone other than the registered holder of the Old Notes whose name(s) appear(s) above. Issue New Notes to: Name ---------------------------------------------------------------------------- (Please Print) - -------------------------------------------------------------------------------- Address ------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Include Zip Code) - -------------------------------------------------------------------------------- (Taxpayer Identification or Social Security Number) SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 5 and 6) To be completed ONLY if New Notes are to be sent to someone other than the registered holder of the Old Notes whose name(s) appear(s) above, or to such registered holder(s) at an address other than that shown above. Issue New Notes To: Name ---------------------------------------------------------------------------- (Please Print) - -------------------------------------------------------------------------------- Address ------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Include Zip Code) - -------------------------------------------------------------------------------- (Taxpayer Identification or Social Security Number) 8 INSTRUCTIONS Forming Part of the Terms and Conditions of the Exchange Offer 1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY PROCEDURES. This Letter of Transmittal is to be completed if Certificates are to be forwarded herewith. If tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in "The Exchange Offer--Book- Entry Transfer" in the Prospectus and in accordance with ATOP established by DTC, a tendering holder will become bound by the terms and conditions hereof in accordance with the procedures established under ATOP. Certificates, or timely confirmation of a book-entry transfer of such Old Notes into the Exchange Agent's account at DTC, as well as this Letter of Transmittal (or facsimile thereof), if required, properly completed and duly executed, with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at one of its addresses set forth herein on or prior to the Expiration Date. Old Notes may be tendered in whole or in part in the principal amount of $1,000 and integral multiples of $1,000. Holders who wish to tender their Old Notes and (i) whose Old Notes are not immediately available or (ii) who cannot deliver their Old Notes, this Letter of Transmittal and all other required documents to the Exchange Agent on or prior to the Expiration Date or (iii) who cannot complete the procedures for delivery by book-entry transfer on a timely basis, may tender their Old Notes by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in "The Exchange Offer--Guaranteed Delivery Procedures" in the Prospectus. Pursuant to such procedures: (i) such tender must be made by or through an Eligible Institution (as defined below); (ii) a properly completed and duly executed Letter of Transmittal (or facsimile) thereof and Notice of Guaranteed Delivery, substantially in the form made available by the Company, must be received by the Exchange Agent on or prior to the Expiration Date; and (iii) the Certificates (or a book-entry confirmation (as defined in the Prospectus)) representing all tendered Old Notes, in proper form for transfer, together with a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent within five New York Stock Exchange trading days after the date of execution of such Notice of Guaranteed Delivery, all as provided in "The Exchange Offer--Guaranteed Delivery Procedures" in the Prospectus. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, telex, facsimile or mail to the Exchange Agent, and must include a guarantee by an Eligible Institution in the form set forth in such Notice. For Old Notes to be properly tendered pursuant to the guaranteed delivery procedure, the Exchange Agent must receive a Notice of Guaranteed Delivery on or prior to the Expiration Date. As used herein and in the Prospectus, "Eligible Institution" means a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States. THE METHOD OF DELIVERY OF OLD NOTES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDER. IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, BE USED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. NO LETTERS OF TRANSMITTAL OR OLD NOTES SHOULD BE SENT TO THE COMPANY. The Company will not accept any alternative, conditional or contingent tenders. Each tendering holder, by execution of a Letter of Transmittal (or facsimile thereof), or any Agent's Message in lieu thereof, waives any right to receive any notice of the acceptance of such tender. 2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of Transmittal is required if: (i) this Letter of Transmittal is signed by the registered holder (which term, for purposes of this document, shall include any participant in DTC whose name appears on a security position listing as the owner of the Old Notes) of Old Notes tendered herewith, unless such holder(s) has completed either the box entitled "Special Issuance Instructions" or the box entitled "Special Delivery Instructions" above, or 9 (ii) such Old Notes are tendered for the account of a firm that is an Eligible Institution. In all other cases, an Eligible Institution must guarantee the signature(s) on this Letter of Transmittal. See Instruction 5. 3. INADEQUATE SPACE. If the space provided in the box captioned "Description of Old Notes" is inadequate, the Certificate number(s) and/or the principal amount of Old Notes and any other required information should be listed on a separate signed schedule which is attached to this Letter of Transmittal. 4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Old Notes will be accepted only in the principal amount of $1,000 and integral multiples thereof. If less than all the Old Notes evidenced by any Certificate submitted are to be tendered, fill in the principal amount of Old Notes which are to be tendered in the box entitled "Principal Amount of Old Notes Tendered (if less than all)." In such case, new Certificate(s) for the remainder of the Old Notes that were evidenced by your old Certificate(s) will only be sent to the holder of the Old Note, promptly after the Expiration Date. All Old Notes represented by Certificates delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. Except as otherwise provided herein, tenders of Old Notes may be withdrawn at any time on or prior to the Expiration Date. In order for a withdrawal to be effective on or prior to that time, a written notice of withdrawal must be timely received by the Exchange Agent at one of its addresses set forth above or in the Prospectus on or prior to the Expiration Date. Any such notice of withdrawal must specify the name of the person who tendered the Old Notes to be withdrawn, identify the Old Notes to be withdrawn (including the principal amount of such Old Notes) and (where Certificates for Old Notes have been transmitted) specify the name in which such Old Notes are registered, if different from that of the withdrawing holder. If Certificates for the Old Notes have been delivered or otherwise identified to the Exchange Agent, then prior to the release of such Certificates, the withdrawing holder must submit the serial numbers of the particular certificates for the Old Notes to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an Eligible Institution, unless such holder is an Eligible Institution. If Old Notes have been tendered pursuant to the procedures for book-entry transfer set forth in the Prospectus under "The Exchange Offer--Book-Entry Transfer," any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of Old Notes and otherwise comply with the procedures of such facility. Old Notes properly withdrawn will not be deemed validly tendered for purposes of the Exchange Offer, but may be retendered at any time on or prior to the Expiration Date by following one of the procedures described in the Prospectus under "The Exchange Offer--Procedures for Tendering Old Notes." All questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices will be determined by the Company, whose determination shall be final and binding on all parties. Any Old Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Old Notes tendered by book-entry transfer into the Exchange Agent's account at DTC pursuant to the book-entry procedures described in the Prospectus under "The Exchange Offer--Book-Entry Transfer" such Old Notes will be credited to an account maintained with DTC for the Old Notes) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. 5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS. If this Letter of Transmittal is signed by the registered holder(s) of the Old Notes tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the Certificate(s) without alteration, enlargement or any change whatsoever. If any of the Old Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any tendered Old Notes are registered in different names on several Certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles thereof) as there are different registrations of Certificates. 10 If this Letter of Transmittal or any Certificates or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by the Company, proper evidence satisfactory to the Company of such persons' authority to so act must be submitted. When this Letter of Transmittal is signed by the registered holder(s) of the Old Notes listed and transmitted hereby, no endorsement(s) of Certificate(s) or written instrument or instruments of transfer or exchange are required unless New Notes are to be issued in the name of a person other than the registered holder(s). Signature(s) on such Certificate(s) or written instrument or instruments of transfer or exchange must be guaranteed by an Eligible Institution. If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Old Notes listed, the Certificates must be endorsed or accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the Company in its sole discretion and executed by the registered holder(s), in either case signed exactly as the name or names of the registered holder(s) appear(s) on the Certificates. Signatures on such Certificates or written instrument or instruments of transfer or exchange must be guaranteed by an Eligible Institution. 6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If New Notes are to be issued in the name of a person other than the signer of this Letter of Transmittal, or if New Notes are to be sent to someone other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Certificates for Old Notes not exchanged will be returned by mail or, if tendered by book-entry transfer, by crediting the account indicated above maintained at DTC. See Instruction 4. 7. IRREGULARITIES. The Company will determine, in its sole discretion, all questions as to the form, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of Old Notes, which determination shall be final and binding. The Company reserves the absolute right to reject any and all tenders of any particular Old Notes not properly tendered or to not accept any particular Old Notes which acceptance might, in the judgment of the Company or its counsel, be unlawful. The Company also reserves the absolute right, in its sole discretion, to waive any defects or irregularities or conditions of the Exchange Offer as to any particular Old Notes either before or after the Expiration Date (including the right to waive the ineligibility of any holder who seeks to tender Old Notes in the Exchange Offer). The interpretation of the terms and conditions of the Exchange Offer as to any particular Old Notes either before or after the Expiration Date (including the Letter of Transmittal and the instructions thereto) by the Company shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with the tender of Old Notes for exchange must be cured within such reasonable period of time as the Company shall determine. Neither the Company, the Exchange Agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of Old Notes for exchange, nor shall any of them incur any liability for failure to give such notification. 8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions and requests for assistance may be directed to the Exchange Agent at its address and telephone number set forth on the front of this Letter of Transmittal. Additional copies of the Prospectus, the Notice of Guaranteed Delivery and the Letter of Transmittal may be obtained from the Exchange Agent or from your broker, dealer, commercial bank, trust company or other nominee. 9. LOST, DESTROYED OR STOLEN CERTIFICATES. If any Certificate(s) representing Old Notes have been lost, destroyed or stolen, the holder should promptly notify the Exchange Agent. The holder will then be instructed as to the steps that must be taken in order to replace the Certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen Certificate(s) have been followed. 10. SECURITY TRANSFER TAXES. Holders who tender their Old Notes for exchange will not be obligated to pay any transfer taxes in connection therewith, except that holders who instruct the Company to register New Notes in the name of or request that Old Notes not tendered or not accepted in the Exchange Offer to be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax thereon. IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF), 11 OR AN AGENT'S MESSAGE IN LIEU THEREOF, AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE. 12 EX-99.2 10 Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY Offer to Exchange 6% Putable/Callable Notes due December 14, 2016 Putable/Callable December 14, 2001 (Registered under the Securities Act of 1933) for All Outstanding 6% Putable/Callable Notes due December 14, 2016 Putable/Callable December 14, 2001 of PSI Energy, Inc. This Notice of Guaranteed Delivery or one substantially equivalent hereto must be used to accept the Exchange Offer (as defined below) if (i) certificates for the Company's (as defined below) 6% Putable/Callable Notes due December 14, 2016, Putable/Callable December 14, 2001 (the "Old Notes") are not immediately available, (ii) Old Notes, the Letter of Transmittal and any other documents required by the Letter of Transmittal cannot be delivered to Fifth Third Bank (the "Exchange Agent") on or prior to the Expiration Date (as defined in the Prospectus referred to below) or (iii) the procedures for book-entry transfer cannot be completed on a timely basis. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission, overnight courier, telex, telegram or mail to the Exchange Agent. See "The Exchange Offer - - Guaranteed Delivery Procedures" in the Prospectus dated , 1999 (which, together with the related Letter of Transmittal, constitutes the "Exchange Offer") of PSI Energy, Inc., an Indiana corporation (the "Company"). The Exchange Agent for the Exchange Offer is: FIFTH THIRD BANK By Hand or Overnight Delivery: Facsimile Transmissions: By Registered Or (Eligible Institutions Only) Certified Mail: Fifth Third Bank Fifth Third Bank 38 Fountain Square Plaza (513) 744-6785 38 Fountain Square Plaza MD 1090D2-3210 MD 1090D2-3210 Cincinnati, Ohio 45263 To Confirm by Telephone Cincinnati, Ohio 45263 or for Information Call: Attention: Corporate Trust Attention: Corporate Trust Department (513) 579-5132 Department
1 DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED ON THE LETTER OF TRANSMITTAL. 2 THE FOLLOWING GUARANTEE MUST BE COMPLETED GUARANTEE OF DELIVERY (Not to be used for Signature Guarantee) The undersigned, a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States, hereby guarantees to deliver to the Exchange Agent, at one of its addresses set forth above, either the certificates for all physically tendered Old Notes, in proper form for transfer, or confirmation of the book-entry transfer of such Old Notes to the Exchange Agent's account at The Depository Trust Company ("DTC"), pursuant to the procedures for book-entry transfer set forth in the Prospectus, in either case together with one or more properly completed and duly executed Letter(s) of Transmittal (or facsimile thereof) and any other documents required by such Letter of Transmittal, within five New York Stock Exchange trading days after the date of execution of this Notice of Guaranteed Delivery. The undersigned acknowledges that it must deliver the Letter(s) of Transmittal and the Old Notes tendered hereby to the Exchange Agent within the time period set forth above and that failure to do so could result in a financial loss to the undersigned. Name of Firm:______________________ ______________________________ (Authorized Signature) Address:___________________________ Title:________________________ ___________________________________ Name:_________________________ (Zip Code) (Please type or print) Area Code and Telephone Number: Date:_________________________ ___________________________________ NOTE: DO NOT SEND OLD NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. ACTUAL SURRENDER OF OLD NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND FULLY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS. 3 EX-99.3 11 Exhibit 99.3 Offer to Exchange 6% Putable/Callable Notes due December 14, 2016 Putable/Callable December 14, 2001 (Registered Under The Securities Act of 1933) for Any and All Outstanding 6% Putable/Callable Notes due December 14, 2016 Putable/Callable December 14, 2001 of PSI Energy, Inc. To Our Clients: We are enclosing herewith a Prospectus, dated , 1999, of PSI Energy, Inc., an Indiana corporation (the "Company"), and a related Letter of Transmittal (which together constitute the "Exchange Offer") relating to the offer by the Company to exchange its 6% Putable/Callable Notes due December 14, 2016, Putable/Callable December 14, 2001 (the "New Notes"), pursuant to an offering registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of its issued and outstanding 6% Putable/Callable Notes due December 14, 2016, Putable/Callable December 14, 2001 (the "Old Notes") upon the terms and subject to the conditions set forth in the Exchange Offer. Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on , 1999, unless extended. The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered. We are the holder of record and/or participant in the book-entry transfer facility of Old Notes held by us for your account. A tender of such Old Notes can be made only by us as the record holder and/or participant in the book-entry transfer facility and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Old Notes held by us for your account. We request instructions as to whether you wish to tender any or all of the Old Notes held by us for your account pursuant to the terms and conditions of the Exchange Offer. We also request that you confirm that we may on your behalf make the representations contained in the Letter of Transmittal. Pursuant to the Letter of Transmittal, each holder of Old Notes will represent to the Company that (i) the holder is not an "affiliate" of the Company, (ii) any New Notes to be received by the holder are being acquired in the ordinary course of its business and (iii) the holder has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of such New Notes. If the tendering holder is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, we will represent on behalf of such broker-dealer that the Old Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities, and acknowledge on behalf of such broker-dealer that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, such broker-dealer is not deemed to admit that it is an "underwriter" within the meaning of the Securities Act. Very truly yours, 2 EX-99.4 12 Exhibit 99.4 Offer to Exchange 6% Putable/Callable Notes due December 14, 2016 Putable/Callable December 14, 2001 (Registered under the Securities Act of 1933) for Any and All Outstanding 6% Putable/Callable Notes due December 14, 2016 Putable/Callable December 14, 2001 of PSI ENERGY, INC. To Registered Holders and The Depository Trust Company Participants: We are enclosing herewith the materials listed below relating to the offer by PSI Energy, Inc., an Indiana corporation (the "Company"), to exchange its 6% Putable/Callable Notes due December 14, 2016, Putable/Callable December 14, 2001(the "New Notes"), pursuant to an offering registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of its issued and outstanding 6% Putable/Callable Notes due December 14, 2016, Putable/Callable December 14, 2001 (the "Old Notes") upon the terms and subject to the conditions set forth in the Company's Prospectus, dated , 1999, and the related Letter of Transmittal (which together constitute the "Exchange Offer"). Enclosed herewith are copies of the following documents: 1. Prospectus dated , 1999; 2. Letter of Transmittal; 3. Notice of Guaranteed Delivery; 4. Instruction to Registered Holder and/or Book-Entry Transfer Participant from Owner; and 5. Letter which may be sent to your clients for whose account you hold Old Notes in your name or in the name of your nominee, to accompany the instruction form referred to above, for obtaining such client's instruction with regard to the Exchange Offer. 1 We urge you to contact your clients promptly. Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on [ ], 1999 unless extended. The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered. Pursuant to the Letter of Transmittal, each holder of Old Notes will represent to the Company that (i) the holder is not an "affiliate" of the Company, (ii) any New Notes to be received by it are being acquired in the ordinary course of its business and (iii) the holder has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of such New Notes. If the tendering holder is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, you will represent on behalf of such broker-dealer that the Old Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities, and acknowledge on behalf of such broker-dealer that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, such broker-dealer is not deemed to admit that it is an "underwriter" within the meaning of the Securities Act. The enclosed Instruction to Registered Holder and/or Book-Entry Transfer Participant from Owner contains an authorization by the beneficial owners of the Old Notes for you to make the foregoing representations. The Company will not pay any fee or commission to any broker or dealer or to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of Old Notes pursuant to the Exchange Offer. The Company will pay or cause to be paid any transfer taxes payable on the transfer of Old Notes to it, except as otherwise provided in Instruction 10 of the enclosed Letter of Transmittal. Additional copies of the enclosed material may be obtained from the undersigned. Very truly yours, FIFTH THIRD BANK NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF PSI ENERGY, INC. OR FIFTH THIRD BANK OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN. 2 EX-99.5 13 Exhibit 99.5 INSTRUCTION TO REGISTERED HOLDER AND/OR BOOK-ENTRY TRANSFER FACILITY PARTICIPANT FROM OWNER OF PSI ENERGY, INC. 6% Putable/Callable Notes due December 14, 2016 Putable/Callable December 14, 2001 To Registered Holder and/or Participant of the Book-Entry Transfer Facility: The undersigned hereby acknowledges receipt of the Prospectus dated , 1999 (the "Prospectus") of PSI Energy, Inc., an Indiana corporation (the "Company"), and the accompanying Letter of Transmittal (the "Letter of Transmittal"), that together constitute the Company's offer (the "Exchange Offer"). Capitalized terms used but not defined herein have the meaning as ascribed to them in the Prospectus. This will instruct you, the registered holder and/or book-entry transfer facility participant, as to the action to be taken by you relating to the Exchange Offer with respect to the Old Notes held by you for the account of the undersigned. The aggregate face amount of the Old Notes held by you for the account of the undersigned is (fill in amount): $___________ of the 6% Putable/Callable Notes due December 14, 2016, Putable/Callable December 14, 2001. With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box): |_| To TENDER the following Old Notes held by you for the account of the undersigned (insert principal amount of Old Notes to be tendered, if any): $___________ of the 6% Putable/Callable Notes due December 14, 2016, Putable/Callable December 14, 2001. [ ] NOT to TENDER any Old Notes held by you for the account of the undersigned. If the undersigned instructs you to tender the Old Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that (i) the holder is not an "affiliate" of the Company, (ii) any New Notes to be received by the holder are being acquired in the ordinary course of its business and (iii) the holder has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of such New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, it represents that such Old Notes were acquired as a result of market-making activities or other trading activities, and it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, such broker-dealer is not deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933, as amended. 2 SIGN HERE Name of beneficial owner(s): --------------------------------------------------- Signature(s): ------------------------------------------------------------------ Name(s) (please print): -------------------------------------------------------- Address: ----------------------------------------------------------------------- - ------------------------------------------------------------------------------- Telephone Number: --------------------------------------------------------------- Taxpayer Identification or Social Security Number: ----------------------------- - ------------------------------------------------------------------------------- Date: -------------------------------------------------------------------------- 3 -----END PRIVACY-ENHANCED MESSAGE-----