-----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, Nlb8rPxvoDre0LcN4lpq3X/AgNKfSVFWdOt1T9OdhuqtQ5BbhpDwjlKkM87xgk1H 7oSwlBmqXEnc1obQ3MFUxg== 0001047469-99-028171.txt : 19990722 0001047469-99-028171.hdr.sgml : 19990722 ACCESSION NUMBER: 0001047469-99-028171 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19990721 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-3 SEC ACT: SEC FILE NUMBER: 333-83379 FILM NUMBER: 99667860 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-3 1 S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON , 1999 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ PSI ENERGY, INC. (Exact name of registrant as specified in its charter) INDIANA 35-0594457 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)
------------------------ 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) -------------------------- WILLIAM L. SHEAFER VICE PRESIDENT AND TREASURER PSI ENERGY, INC. 139 EAST FOURTH STREET CINCINNATI, OHIO 45202 (513) 421-9500 (Name, address, including zip code, and telephone number, including area code, of agent for service) -------------------------- COPIES TO: RONAL R. NEWBANKS, ESQ. CHARLES S. WHITMAN, III, ESQ. Taft, Stettinius & Hollister LLP Davis Polk & Wardwell 1800 Firstar Tower 450 Lexington Avenue Cincinnati, OH 45202 New York, NY 10017 (Counsel for the Registrant) (Counsel for the Underwriters)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED AMOUNT MAXIMUM MAXIMUM TITLE OF EACH CLASS OF TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED UNIT(1) PRICE(1) REGISTRATION FEE Debt Securities..................... $665,000,000 100% $665,000,000 $184,870
(1) Estimated solely for the purpose of calculating the registration fee. ------------------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 PSI ENERGY, INC. -------- $665,000,000 DEBT SECURITIES -------------- WE WILL PROVIDE THE SPECIFIC TERMS OF THESE SECURITIES IN SUPPLEMENTS TO THIS PROSPECTUS. YOU SHOULD READ THIS PROSPECTUS AND THE SUPPLEMENTS CAREFULLY BEFORE YOU INVEST. ----------------- 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. THE DATE OF THIS PROSPECTUS IS , 1999 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the "Commission") utilizing a "shelf" registration process. Under this shelf process, we may, from time to time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $700,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under the heading "Where You Can Find More Information". In this prospectus, unless the context indicates otherwise, the words "PSI," "we," "our," "ours" and "us" refer to PSI Energy, Inc. WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and special reports, proxy statements and other information with the Commission. You may read and copy any document that we file at the Public Reference Room of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. You may also read our filings at the regional offices of the Commission located at Citicorp, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center, New York, New York 10048 or over the Internet at the Commission's home page at http://www.sec.gov. This prospectus is part of a registration statement on Form S-3 filed with the Commission under the Securities Act of 1933 (the "Securities Act"). It does not contain all of the information that is important to you. You should read the registration statement for further information with respect to PSI and the debt securities. Statements contained in this prospectus concerning the provisions of any document filed as an exhibit to the registration statement or otherwise filed with the Commission highlights selected information, and in each instance reference is made to the copy of the document filed. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE Our Annual Report on Form 10-K for the year ended December 31, 1998 and Quarterly Report on Form 10-Q for the quarter ended March 31, 1999, filed pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), are incorporated into this prospectus by reference. We also incorporate by reference any filings made with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this prospectus and until we sell all of the debt securities. You may request a copy of these filings at no cost, by writing or telephoning the office of Mr. William L. Sheafer, Vice President and Treasurer, PSI Energy, Inc., 139 East Fourth Street, Cincinnati, Ohio 45202, telephone number (513) 421-9500. 2 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. USE OF PROCEEDS Unless otherwise set forth in a prospectus supplement, the net proceeds from the sale of the debt securities will be used for general corporate purposes including repayment of debt and construction costs. SELECTED FINANCIAL INFORMATION The following tables show selected financial information of PSI. This information is derived from our historical results. See "Where You Can Find More Information." All amounts are in thousands except for the percents.
THREE MONTHS YEAR ENDED DECEMBER 31, ENDED MARCH 31, ---------------------------------- 1999 1998(1) 1997 1996 --------------- ---------- ---------- ---------- (UNAUDITED) Operating Revenues....... $ 482,465 $2,403,038 $1,960,395 $1,331,962 Operating Income......... 86,067 161,244 289,415 278,956 Net Income............... 39,841 52,038 132,205 125,678 Preferred Dividend Requirement............ 1,150 5,659 11,701 12,537 --------------- ---------- ---------- ---------- Net Income Applicable to Common Stock........... $ 38,691 $ 46,379 $ 120,504 $ 113,141 --------------- ---------- ---------- ---------- --------------- ---------- ---------- ----------
- ------------------------ Notes: (1) The period reflects charges against income relating to: - 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 - 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. 3
OUTSTANDING OUTSTANDING MARCH 31, 1999 DECEMBER 31, 1998 -------------------------- -------------------------- % OF % OF AMOUNT CAPITALIZATION AMOUNT CAPITALIZATION ---------- -------------- ---------- -------------- (UNAUDITED) Long-term Debt........... $1,020,093 48.4% $1,025,659 49.4% Cumulative Preferred Stock Not Subject to Mandatory Redemption... 71,919 3.4 71,923 3.5% Common Stock Equity...... 1,014,326 48.2 975,648 47.1% ---------- ----- ---------- ----- Total Capitalization... $2,106,338 100.0% $2,073,230 100.0% ---------- ----- ---------- ----- ---------- ----- ---------- -----
RATIO OF EARNINGS TO FIXED CHARGES Listed below is the ratio of earnings to fixed charges for the three months ended March 31, 1999 and for each year of the five year period ended December 31, 1998.
THREE MONTHS ENDED YEAR ENDED DECEMBER 31, MARCH 31 ----------------------------------------------------- 1999 1998 1997 1996 1995 1994 ----------------- --------- --------- --------- --------- --------- Ratio of Earnings to Fixed Charges............ 3.78 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 pre-tax income from continuing operations plus fixed charges. Fixed charges consist of: - interest expense; - amortized premiums, discounts and capitalized expenses related to indebtedness; and - an estimate of the interest within rental expense. DESCRIPTION OF DEBT SECURITIES This prospectus describes certain general terms and provisions of the debt securities. When we offer to sell a particular series of debt securities, we will describe the specific terms for the debt securities in a supplement to this prospectus. The prospectus supplement will also indicate whether the general terms and provisions described in this prospectus apply to a particular series of debt securities. The debt securities will be issued under the Indenture dated as of November 15, 1996 between us and Fifth Third Bank, as Trustee. We have summarized certain terms and provisions of the Indenture. The summary is not complete. The Indenture has been incorporated by reference as an exhibit to the registration statement of which this prospectus forms a part. You should read the Indenture for the provisions which may be important to you. Capitalized terms used in this summary have the meanings specified in the Indenture. The Indenture is subject to and governed by the Trust Indenture Act of 1939, as amended. GENERAL The Indenture allows us to issue debt securities in an unlimited amount from time to time. The debt securities will be unsecured obligations of PSI. The relevant prospectus supplement will describe the terms of any debt securities being offered, including: - the title of the debt securities; - any limit on the aggregate principal amount of the debt securities; 4 - the date or dates on which the principal of any of the debt securities will be payable; - the rate or rates at which any of the debt securities will bear interest, if any; - the date from which interest, if any, on the debt securities will accrue, the dates on which interest, if any, will be payable, the date on which payment of interest, if any, will commence, and the record dates for any interest payments; - the right, if any, to extend interest payment periods and the duration of any extension; - any redemption, repayment or sinking fund provisions; - the place or places where the principal of and any premium and interest on any of the debt securities will be payable; - the denominations in which any of the debt securities will be issuable; - the index, if any, with reference to which the amount of principal of or any premium or interest on the debt securities will be determined; - any addition to or change in the events of default applicable to any of the debt securities and any change in the right of the Trustee or the holders to declare the principal amount of any of the debt securities due and payable; - any addition to or change in the covenants in the Indenture; - the applicability of or any change in the subordination provisions of the Indenture for a series of debt securities; and - any other terms of the debt securities inconsistent with the provisions of the Indenture. SUBORDINATION OF CERTAIN DEBT SECURITIES The Indenture provides that one or more series of debt securities (the "Junior Subordinated Securities") may be subordinate and subject in right of payment to the prior payment in full of all Senior Debt of the Company. (Section 1401). No payment of principal of (including redemption and sinking fund payments), premium, if any, or interest on, the Junior Subordinated Securities may be made if any Senior Debt is not paid when due, any default has not been cured or waived, or if the maturity of any Senior Debt has been accelerated because of a default. (Section 1402). Upon any distribution of assets of the Company to creditors upon any dissolution, winding-up, liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all principal of, and premium, if any, and interest due or to become due on, all Senior Debt must be paid in full before the holders of the Junior Subordinated Securities are entitled to receive or retain any payment. (Section 1403). The rights of the holders of the Junior Subordinated Securities will be subrogated to the rights of the holders of Senior Debt to receive payments or distributions applicable to Senior Debt. (Section 1404). The term "Senior Debt" means the principal of, premium, if any, interest on and any other payment due pursuant to any of the following, whether outstanding at the date of execution of the Indenture or thereafter incurred, created or assumed: (a) all indebtedness of the Company evidenced by notes, debentures, bonds, or other securities sold by the Company for money, excluding Junior Subordinated Securities, but including all first mortgage bonds of the Company outstanding from time to time; (b) all indebtedness of others of the kinds described in the preceding clause (a) assumed by or guaranteed in any manner by the Company; and 5 (c) all renewals, extensions, or refundings of indebtedness of the kinds described in any of the preceding clauses (a) and (b); unless, in the case of any particular indebtedness, renewal, extension or refunding, the instrument creating or evidencing the same or the assumption or guarantee of the same expressly provides that such indebtedness, renewal, extension or refunding is not superior in right of payment to or is PARI PASSU with the Junior Subordinated Securities. (Section 101). The Indenture does not limit the aggregate amount of Senior Debt that the Company may issue. As of March 31, 1999, outstanding Senior Debt of the Company aggregated approximately $1.2 billion. EXCHANGE, REGISTER AND TRANSFER The debt securities of each series will be issuable only in fully registered form without coupons. The debt securities may be presented for exchange, registered and transferred in the manner, at the places and subject to the restrictions set forth in the debt securities and the relevant prospectus supplement. Subject to the limitations noted in the Indenture, you will not have to pay for such services, except for any taxes or other governmental charges associated with such services. You may transfer any debt securities in bearer form and the associated coupons, if any, by delivering them. GLOBAL SECURITIES We may issue registered debt securities of a series in the form of one or more fully registered global debt securities (each "registered global security") that we will deposit with a depositary (or with a nominee of a depositary) identified in the prospectus supplement relating to such series and registered in the name of the depositary (or a nominee). In such a case, we will issue one or more registered global securities. The face of such registered global securities, will set forth the aggregate principal amount of the series of debt securities that such global registered securities represent. The depositary (or its nominee) will not transfer any registered global security unless and until it is exchanged in whole or in part for debt securities in definitive registered form, except that: - the depositary may transfer the whole registered global security to a nominee; - the depositary's nominee may transfer the whole registered global security to the depositary; - the depositary's nominee may transfer the whole registered global security to another of the depositary's nominees; and - the depositary (or its nominee) may transfer the whole registered global security to its (or its nominee's) successor. The Depository Trust Company, which may be a depositary, currently accepts only debt securities that are denominated in U.S. dollars. DEPOSITARY ARRANGEMENTS We will describe the specific terms of the depositary arrangement with respect to any portion of a series of debt securities to be represented by a registered global security in the prospectus supplement relating to such series. We anticipate that the following provisions will apply to all depositary arrangements. Generally, ownership of beneficial interests in a registered global security will be limited to persons that have accounts with the depositary for such registered global security ("participants") or persons that may hold interests through participants. Upon the issuance of a registered global security, the depositary will credit, on its book-entry registration and transfer system, the participants' accounts with the respective 6 principal amounts of the debt securities represented by such registered global security that are beneficially owned by such participants. Any dealers, underwriters or agents participating in the distribution of such debt securities will designate the accounts to credit. For participants, the depositary will maintain the only record of their ownership of a beneficial interest in the registered global security and they will only be able to transfer such interests through the depositary's records. For people who hold through a participant, the relevant participant will maintain such records for beneficial ownership and transfer. The laws of some states may require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and such laws may impair the ability to own, transfer or pledge beneficial interests in registered global securities. So long as the depositary (or its nominee) is the record owner of a registered global security, such depositary (or its nominee) will be considered the sole owner or holder of the debt securities represented by such registered global security for all purposes under the Indenture. Except as set forth below, owners of beneficial interests in a registered global security will not be entitled to have the debt securities represented by such registered global security registered in their names, and will not receive or be entitled to receive physical delivery of such debt securities in definitive form and will not be considered the owners or holders under the Indenture. Accordingly, each person owning a beneficial interest in a registered global security must rely on the procedures of the depositary and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, to exercise any rights of a holder under the Indenture. We understand that under existing industry practices, if we request any action of holders or if any owner of a beneficial interest in a registered global security desires to give or take any action allowed under the Indenture, the depositary would authorize the participants holding the relevant beneficial interests to give or take such action, and such participants would authorize beneficial owners owning through such participants to give or take such action or would otherwise act upon the instruction of beneficial owners holding through them. INTEREST AND PREMIUM Payments of principal, premium, if any, and any interest on debt securities represented by a registered global security registered in the name of a depositary (or its nominee) will be made to the depositary (or its nominee) as the registered owner of such registered global security. We and our agents will have no responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any registered global security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests, and neither will the trustee and its agents. We expect that the depositary for any debt securities represented by a registered global security, upon receipt of any payment of principal, premium, if any, or any interest in respect of such registered global security, will immediately credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in such registered global security as shown on the depositary's records. We also expect that payments by participants to owners of beneficial interests in such registered global security held through such participants will be governed by standing customer instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such participants. WITHDRAWAL OF DEPOSITARY If the depositary for any debt securities represented by a registered global security notifies us that it is unwilling or unable to continue as depositary or ceases to be eligible under applicable law, and a successor depositary is not appointed within 90 days, debt securities in definitive form will be issued in exchange for the relevant registered global security. In addition, we may at any time and in our sole discretion determine not to have any of the debt securities of a series represented by one or more registered global securities 7 and, in such event, debt securities of such series in definitive form will be issued in exchange for all of the registered global security or registered global securities representing such debt securities. Any debt securities issued in definitive form in exchange for a registered global security will be registered in such name or names that the depositary gives to the trustee. We expect that such instructions will be based upon directions received by the depositary from participants with respect to ownership of beneficial interests in such registered global security. PAYMENT AND PAYING AGENTS Unless the applicable prospectus supplement indicates otherwise, payment of interest on a debt security on any interest payment date will be made to the person in whose name such debt security is registered at the close of business on the regular record date for such interest payment. Unless the applicable prospectus supplement indicates otherwise, principal of and any premium and interest on the debt securities will be payable at the office of the paying agent designated by us. However, we may elect to pay interest by check mailed to the address of the person entitled to such payment at the address appearing in the security register. Unless otherwise indicated in the applicable prospectus supplement, the corporate trust office of the Trustee in the City of Cincinnati will be designated as our sole paying agent for payments with respect to debt securities of each series. Any other paying agents initially designated by us for the debt securities of a particular series will be named in the applicable prospectus supplement. We may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts, except that we will be required to maintain a paying agent in each place of payment for the debt securities of a particular series. All moneys paid by us to a paying agent for the payment of the principal of or any premium or interest on any debt security which remain unclaimed at the end of 18 months after such principal, premium or interest has become due and payable will be repaid to us, and the holder of such debt security thereafter may look only to us for payment. CONSOLIDATION, MERGER, AND SALE OF ASSETS The Indenture does not contain any provision that restricts our ability to merge or consolidate with or into any other corporation, sell or convey all or substantially all of our assets to any person, firm or corporation or otherwise engage in restructuring transactions, provided that the successor corporation assumes due and punctual payment of principal or premium, if any, and interest on the debt securities. EVENTS OF DEFAULT Each of the following is defined as an event of default under the Indenture with respect to debt securities of any series: - failure to pay principal of or any premium on any debt security of that series when due; - failure to pay any interest on any debt security of that series when due, continued for 30 days; - failure to deposit any sinking fund payment, when due, in respect of any debt security of that series; - failure to perform any other of our covenants in the Indenture (other than a covenant included in the Indenture solely for the benefit of a series other than that series), continued for 90 days after written notice has been given by the Trustee, or the holders of at least 35% in principal amount of the outstanding debt securities of that series, as provided in the Indenture; and - certain events of bankruptcy, insolvency or reorganization. If an event of default (other than a bankruptcy, insolvency or reorganization event of default) with respect to the debt securities of any series at the time outstanding shall occur and be continuing, either the 8 Trustee or the holders of at least 35% in aggregate principal amount of the outstanding debt securities of that series by notice as provided in the Indenture may declare the principal amount of the debt securities of that series to be due and payable immediately. If a bankruptcy, insolvency or reorganization event of default with respect to the debt securities of any series at the time outstanding shall occur, the principal amount of all the debt securities of that series will automatically, and without any action by the Trustee or any holder, become immediately due and payable. After any such acceleration, but before a judgment or decree based on acceleration, the holders of a majority in aggregate principal amount of the outstanding debt securities of that series may, under certain circumstances, rescind and annul such acceleration if all events of default, other than the non-payment of accelerated principal, have been cured or waived as provided in the Indenture. For information as to waiver of defaults, see "Modification and Waiver." Subject to the provisions of the Indenture relating to the duties of the Trustee in case an event of default shall occur and be continuing, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the holders, unless such holders shall have offered to the Trustee reasonably satisfactory indemnity. Subject to such provisions for the indemnification of the Trustee, the holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the debt securities of that series. No holder of a debt security of any series will have any right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or a trustee, or for any other remedy thereunder, unless: (i) such holder has previously given to the Trustee written notice of a continuing event of default with respect to the debt securities of that series; (ii) the holders of at least 35% in aggregate principal amount of the outstanding debt securities of that series have made written request, and such holder or holders have offered reasonably satisfactory indemnity, to the Trustee to institute such proceeding as trustee; and (iii) the Trustee has failed to institute such proceeding, and has not received from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series a direction inconsistent with such request, within 60 days after such notice, request and offer. However, such limitations do not apply to a suit instituted by a holder of a debt security for the enforcement of payment of the principal of or any premium or interest on such debt security on or after the applicable due date specified in such debt security. We will be required to furnish to the Trustee annually a statement by certain of our officers as to whether or not we, to our knowledge, are in default in the performance or observance of any of the terms, provisions and conditions of the Indenture and, if so, specifying all such known defaults. MODIFICATION AND WAIVER Modifications and amendments of the Indenture may be made by us and the Trustee with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding debt securities of each series affected by such modification or amendment; provided, however, that no such modification or amendment may, without the consent of the holder of each outstanding debt security affected thereby: - change the stated maturity of the principal of, or any installment of principal of or interest on, any debt security; - reduce the principal amount of, or any premium or interest on, any debt security; - reduce the amount of principal of an original issue discount security or any other debt security payable upon acceleration of the maturity thereof; 9 - change the place or currency of payment of principal of, or any premium or interest on, any debt security; - affect the applicability of the subordination provisions to any debt security; - impair the right to institute suit for the enforcement of any payment on or with respect to any debt security; or - reduce the percentage in principal amount of outstanding debt securities of any series, the consent of whose holders is required for modification or amendment of the Indenture, reduce the percentage in principal amount of outstanding debt securities of any series necessary for waiver of compliance with certain provisions of the Indenture or for waiver of certain defaults or modify such provisions with respect to modification and waiver. The holders of not less than a majority in aggregate principal amount of the outstanding debt securities of any series may waive our compliance with certain restrictive provisions of the Indenture. The holders of a majority in principal amount of the outstanding debt securities of any series may waive any past default under the Indenture, except a default in the payment of principal, premium, or interest and certain covenants and provisions of the Indenture which cannot be amended without the consent of the holder of each outstanding debt security of such series affected. Except in certain limited circumstances, we will be entitled to set any day as a record date for the purpose of determining the holders of outstanding debt securities of any series entitled to give or take any direction, notice, consent, waiver, or other action under the Indenture, in the manner and subject to the limitations provided in the Indenture. In certain limited circumstances, the Trustee will be entitled to set a record date for action by holders. If a record date is set for any action to be taken by holders of a particular series, such action may be taken only by persons who are holders of outstanding debt securities of that series on the record date. To be effective, such action must be taken by holders of the requisite principal amount of such debt securities within a specified period following the record date. For any particular record date, this period will be 180 days or such other shorter period as we may specify (or the Trustee, if it set the record date), and may be shortened or lengthened (but not beyond 180 days) from time to time. DEFEASANCE AND COVENANT DEFEASANCE Under the Indenture, we may elect to have the provisions of the Indenture relating to defeasance and discharge of indebtedness or the provisions relating to defeasance of certain restrictive covenants applied with respect to the debt securities of any series. DEFEASANCE AND DISCHARGE. If we elect to have the provisions of the Indenture relating to defeasance and discharge of indebtedness applied to any debt securities, we will be discharged from all our obligations with respect to such debt securities (except for certain obligations to exchange or register the transfer of debt securities, to replace stolen, lost or mutilated debt securities, to maintain paying agencies and to hold moneys for payment in trust) upon the deposit in trust for the benefit of the holders of such debt securities of money or U.S. Government Obligations, or both, which, through the payment of principal and interest in respect thereof in accordance with their terms, will provide money in an amount sufficient to pay the principal of and any premium and interest on such debt securities on the respective stated maturities in accordance with the terms of the Indenture and such debt securities. Such defeasance or discharge may occur only if, among other things, we have delivered to the Trustee an opinion of counsel to the effect that we have received from, or there has been published by, the United States Internal Revenue Service a ruling, or there has been a change in tax law, in either case to the effect that holders of such debt securities will not recognize gain or loss for federal income tax purposes as a result of such deposit, defeasance, and discharge and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge were not to occur. 10 DEFEASANCE OF CERTAIN COVENANTS. If we elect to have the provisions of the Indenture relating to defeasance of certain covenants applied to any debt securities, we may omit to comply with certain restrictive covenants that may be described in the applicable prospectus supplement, and the occurrence of certain events of default, which are described above (with respect to such restrictive covenants) under "events of default" and any that may be described in the applicable prospectus supplement, will be deemed not to be or result in an event of default, in each case with respect to such debt securities. In order to exercise such option, we will be required to deposit, in trust for the benefit of the holders of such debt securities, money or U.S. Government Obligations, or both, which, through the payment of principal and interest in respect thereof in accordance with their terms, will provide money in an amount sufficient to pay the principal of and any premium and interest on such debt securities on the respective stated maturities in accordance with the terms of the Indenture and such debt securities. We will also be required, among other things, to deliver to the Trustee an opinion of counsel to the effect that holders of such debt securities will not recognize gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain obligations and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and defeasance were not to occur. In the event that we exercised this option with respect to any debt securities and such debt securities were declared due and payable because of the occurrence of any event of default, the amount of money and U.S. Government Obligations so deposited in trust would be sufficient to pay amounts due on such debt securities at the time of their respective stated maturities but may not be sufficient to pay amounts due on such debt securities upon any acceleration resulting from such event of default. In such case, we would remain liable for such payments.. TITLE PSI and the Trustee, and any agent of PSI or the Trustee may treat the person in whose name a debt security is registered as the absolute owner thereof (whether or not such debt security may be overdue) for the purpose of making payment and for all other purposes. GOVERNING LAW The Indenture and the debt securities will be governed by, and construed in accordance with, the laws of the State of New York. CONCERNING THE TRUSTEE Fifth Third Bank is the Trustee under the Indenture. Fifth Third Bank also acts as Trustee for certain unsecured debt securities of our parent, Cinergy Corp. and certain of our other affiliates, including The Cincinnati Gas & Electric Company, The Union Light, Heat and Power Company, and Cinergy Global Resources, Inc. Fifth Third Bank also acts as the Trustee for certain pollution control revenue bonds of PSI and Cincinnati Gas & Electric, and acts as registrar for the common stock of Cinergy and for the preferred stock of PSI and Cincinnati Gas & Electric. Fifth Third Bank makes loans to, acts as depositary for, and, in the normal course of business, also performs other services for PSI, Cincinnati Gas & Electric and ULH&P. 11 PLAN OF DISTRIBUTION We may sell the debt securities directly to purchasers or indirectly through underwriters, dealers or agents. The name of any such underwriters, dealers or agents will be set forth in the relevant prospectus supplement. We will also set forth in the relevant prospectus supplement: - the terms of the offering of the debt securities; - the proceeds we receive from such a sale; - any underwriting discounts and other items constituting underwriters' compensation; - any initial public offering price; - any discounts or concessions allowed or reallowed or paid to dealers; and - any securities exchanges on which we may list the debt securities. We may distribute the debt securities from time to time in one or more transactions at: - a fixed price; - prices that may be changed; - market prices at the time of sale; - prices related to prevailing market prices; and - negotiated prices. We will describe the method of distribution in the relevant prospectus supplement. If we use underwriters with respect to a series of debt securities, we will set forth in the relevant prospectus supplement: - the name of the managing underwriter, if any; - the name of any other underwriters; and - the terms of the transaction, including any underwriting discounts and other items constituting compensation of the underwriters and dealers, if any. The underwriters will acquire any debt securities for their own accounts and they may resell the debt securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price and at varying prices determined at the time of sale. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. We anticipate that any underwriting agreement pertaining to any debt securities will: - entitle the underwriters to indemnification by us against certain civil liabilities under the Securities Act, or to contribution with respect to payments that the underwriters may be required to make related to any such civil liability; - subject the obligations of the underwriters to certain conditions precedent; and - obligate the underwriters to purchase all debt securities offered in a particular offering if any such debt securities are purchased. In connection with an offering of debt securities, underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the debt securities. Specifically, underwriters may: - overallot in connection with the offering, creating a syndicate short position; 12 - bid for, and purchase, debt securities in the open market to cover syndicate short positions; - bid for, and purchase, debt securities in the open market to stabilize the price of the debt securities; and - reclaim selling concessions allowed for distributing the debt securities in the offering if the syndicate repurchases previously distributed debt securities in syndicate covering transactions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the debt securities above independent market levels. Underwriters are not required to engage in these activities, and may end any of these activities at any time. If we use a dealer in an offering of debt securities, we will sell such debt securities to the dealer, as principal. The dealer may then resell the debt securities to the public at varying prices to be determined by such dealer at the time of resale. We will set forth the name of the dealer and the terms of the transaction in the prospectus supplement. If we use an agent in an offering of debt securities, we will name the agent and describe the terms of the agency in the relevant prospectus supplement. Unless we indicate otherwise in the prospectus supplement, we will require an agent to act on a best efforts basis for the period of its appointment. Dealers and agents named in a prospectus supplement may be considered underwriters of the debt securities described in the prospectus supplement under the Securities Act. We may indemnify them against certain civil liabilities under the Securities Act. In the ordinary course of business, we may engage in transactions with underwriters, dealers and agents and they may perform services for us. We may solicit offers to purchase debt securities and make sales directly to institutional investors or others who may be considered underwriters under the Securities Act with respect to such sales. We will describe the terms of any such offer in the relevant prospectus supplement. If we authorize underwriters or other agents to solicit offers to purchase debt securities from institutional investors pursuant to contracts providing for payment and delivery at a future date, we will indicate that we are doing so in the relevant prospectus supplement. We must approve all purchasers under such contracts; the institutional investors may include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others. We will not subject the obligations of such purchasers to any conditions except that: - we will not allow such purchases if they violate the laws of any jurisdiction to which a proposed purchaser is subject; and - if we are also selling the debt securities to underwriters, we will not sell to the underwriters subject to delayed delivery. Underwriters and other agents will not be responsible for the validity or performance of such contracts providing for payment and delivery at a future date. We will set forth in the relevant prospectus supplement the anticipated delivery date of debt securities and the prospectus delivery obligations of dealers. LEGAL MATTERS The validity of the debt securities will be passed upon for us by Taft, Stettinius & Hollister LLP, Cincinnati, Ohio. EXPERTS The financial statements and schedule incorporated by reference in this prospectus, have been audited by Arthur Andersen LLP, independent public accountants, to the extent and for the periods indicated in their reports, and are incorporated by reference in reliance upon the authority of such firm as experts in accounting and auditing. Reference is made to said report, which includes an explanatory paragraph with respect to the change in method of accounting for energy trading and risk management activities effective December 31, 1998, as discussed in Note 1 to the financial statements. 13 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION Registration fee.................................................. $ 184,870 Rating agency fees................................................ 189,000 Printing.......................................................... 135,000 Trustees's fees and expenses...................................... 110,000 Blue Sky fees and expenses........................................ 15,000 Legal fees and expenses........................................... 130,000 Accounting fees and expenses...................................... 95,000 Miscellaneous..................................................... 41,130 --------- Total......................................................... $ 900,000 --------- --------- All of the above, except for the registration fee, are estimated.
ITEM 15. 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. II-1 ITEM 16. EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------------ ---------------------------------------------------------------------------------------------------- *1 -- Form of Underwriting Agreement (Exhibit to PSI & Registration Statement No. 333-10899.) *4(a) -- Indenture dated November 15, 1996, between PSI and The Fifth Third Bank, as Trustee. (Exhibit to Cinergy Corp.'s 1996 Form 10-K in File No. 1-11377.) *4(b) -- First Supplemental Indenture dated November 15, 1996, between PSI and The Fifth Third Bank, as Trustee. (Exhibit to Cinergy Corp.'s 1996 Form 10-K in File No. 1-11377.) *4(c) -- Second Supplemental Indenture dated December 15, 1996, between PSI and The Fifth Third Bank, as Trustee. (Exhibit to Cinergy Corp.'s 1996 Form 10-K in File No. 1-11377.) *4(d) -- Third Supplemental Indenture dated as of March 15, 1998, between PSI and The Fifth Third Bank, as Trustee. (Exhibit to Cinergy Corp.'s 1997 Form 10-K in File No. 1-11377.) *4(e) -- Fourth Supplemental Indenture dated as of August 5, 1998, between PSI and The Fifth Third Bank, as Trustee. (Exhibit to PSI's June 30, 1998, Form 10-Q in File No. 1-3543.) *4(f) -- Fifth Supplemental Indenture dated as of December 15, 1998, between PSI and The Fifth Third Bank, as Trustee. (Exhibit to PSI's 1998 Form 10-K in File No. 1-3543.) *4(g) -- Sixth Supplemental Indenture between PSI and Fifth Third Bank, as Trustee, dated as of April 30, 1999. (Exhibit to PSI's March 31, 1999, Form 10-Q in File No. 1-3543.) 4(h) -- Form of Supplemental Indenture between the Company and The Fifth Third Bank 5 -- Opinion of Taft, Stettinius & Hollister LLP as to legality of the Debt Securities 12 -- Computation of ratio of earnings to fixed charges 23(a) -- Consent of Taft, Stettinius & Hollister LLP (included in their opinion filed as Exhibit 5) 23(b) -- Consent of Arthur Andersen LLP, Cincinnati, Ohio (see page II-5) 24(a) -- Power of Attorney (filed herewith) 24(b) -- Certified copy of resolution of the Company's Board of Directors 25 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of the Fifth Third Bank
- ------------------------ * Incorporated by reference as indicated. ITEM 17. UNDERTAKINGS (a) The Registrant undertakes: (1) To file during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment to the registration statement) which, individually or in the aggregate, represent a fundamental change in the information contained in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus II-2 filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933 if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) to include any material information on the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that the undertakings set forth in paragraph (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment is deemed to be a new registration statement relating to the securities offered under such registration statement, and the offering of such securities at that time shall be deemed to be the initial bona fide offering of such securities. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby understands that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the above provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on July 21, 1999. PSI ENERGY, INC. By: JAMES E. ROGERS* ------------------------------------------ James E. Rogers Vice Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURES TITLE DATE - ------------------------------------------ -------------------------------- --------------- (i) Principal executive officer: JAMES E. ROGERS* --------------------------------- Vice Chairman and Chief July 21, 1999 James E. Rogers Executive Officer (ii) Principal financial officer: /s/ MADELEINE W. LUDLOW --------------------------------- Vice President and Chief July 21, 1999 Madeleine W. Ludlow Financial Officer (iii) Principal accounting officer: /s/ BERNARD F. ROBERTS --------------------------------- Vice President and Comptroller July 21, 1999 Bernard F. Roberts (iv) Directors: JACKSON H. RANDOLPH* Director July 21, 1999 JAMES E. ROGERS* Director July 21, 1999 JAMES K. BAKER* Director July 21, 1999 MICHAEL G. BROWNING* Director July 21, 1999 JOHN A. HILLENBRAND II* Director July 21, 1999 JOHN M. MUTZ* Director July 21, 1999 *By /s/WILLIAM L. SHEAFER --------------------------------- William L. Sheafer, Attorney-in-fact
II-4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our report dated January 28, 1999, included in 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. ARTHUR ANDERSEN LLP Cincinnati, Ohio July 20, 1999. II-5 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION PAGE - ------------ --------------------------------------------------------------------------------------------- --------- *1 -- Form of Underwriting Agreement (Exhibit to PSI's Registration Statement No. 333-10899.)...... *4(a) -- Indenture dated November 15, 1996, between PSI and The Fifth Third Bank, as Trustee. (Exhibit to Cinergy Corp.'s 1996 Form 10-K in File No. 1-11377.)...................................... *4(b) -- First Supplemental Indenture dated November 15, 1996, between PSI and The Fifth Third Bank, as Trustee. (Exhibit to Cinergy Corp.'s 1996 Form 10-K in File No. 1-11377.)................. *4(c) -- Second Supplemental Indenture dated December 15, 1996, between PSI and The Fifth Third Bank, as Trustee. (Exhibit to Cinergy Corp.'s 1996 Form 10-K in File No. 1-11377.)................. *4(d) -- Third Supplemental Indenture dated as of March 15, 1998, between PSI and The Fifth Third Bank, as Trustee. (Exhibit to Cinergy Corp.'s 1997 Form 10-K in File No. 1-11377.)........... *4(e) -- Fourth Supplemental Indenture dated as of August 5, 1998, between PSI and The Fifth Third Bank, as Trustee. (Exhibit to PSI's June 30, 1998, Form 10-Q in File No. 1-3543.)............ *4(f) -- Fifth Supplemental Indenture dated as of December 15, 1998, between PSI and The Fifth Third Bank, as Trustee. (Exhibit to PSI's 1998 Form 10-K in File No. 1-3543.)...................... *4(g) -- Sixth Supplemental Indenture between PSI and Fifth Third Bank, as Trustee, dated as of April 30, 1999. (Exhibit to PSI's March 31, 1999, Form 10-Q in File No. 1-3543.)................... 4(h) -- Form of Supplemental Indenture between PSI and The Fifth Third Bank.......................... 5 -- Opinion of Taft, Stettinius & Hollister LLP as to legality of the Debt Securities............ 12 -- Computation of ratio of earnings to fixed charges............................................ 23(a) -- Consent of Taft, Stettinius & Hollister LLP (included in their opinion filed as Exhibit 5)... 23(b) -- Consent of Arthur Andersen LLP, Cincinnati, Ohio (see page II-5)............................. 24(a) -- Power of Attorney (filed herewith)........................................................... 24(b) -- Certified copy of resolution of PSI's Board of Directors..................................... 25 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of the Fifth Third Bank.........................................................................................
- ------------------------ * Incorporated by reference as indicated. EX-4.(H) 2 EXHIBIT 4(H) EXHIBIT 4 (h) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PSI ENERGY, INC. AND FIFTH THIRD BANK, Trustee ---------------- Seventh Supplemental Indenture Dated as of __________, ___ To Indenture Dated as of November 15, 1996 ---------------- % Debentures Due - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SEVENTH SUPPLEMENTAL INDENTURE, dated as of _______, ______, between PSI Energy, Inc., a corporation duly organized and existing under the laws of the State of Indiana (herein called the "Company"), having its principal office at 1000 East Main Street, Plainfield, Indiana 46168, and Fifth Third Bank, an Ohio banking corporation, as Trustee (herein called the "Trustee") under the Indenture dated as of November 15, 1996 between the Company and the Trustee, as supplemented (the "Indenture"). Recitals of the Company The Company has executed and delivered the Indenture to the Trustee to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (the "Securities"), to be issued in one or more series as provided in the Indenture. Pursuant to the terms of the Indenture, the Company desires to provide for the establishment of a new series of its Securities to be known as its _____% Debentures Due _____ (herein called the "Debentures"), in this Seventh Supplemental Indenture. All things necessary to make this Seventh Supplemental Indenture a valid agreement of the Company have been done. Now, Therefore, This Seventh Supplemental Indenture Witnesseth: For and in consideration of the premises and the purchase of the Debentures by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Debentures, as follows: ARTICLE ONE Terms of the Debentures Section 101. There is hereby authorized a series of Securities designated the "___% Debentures Due _____", limited in aggregate principal amount to $___,000,000 (except as provided in Section 301(2) of the Indenture). The Debentures shall mature and the principal shall be due and payable together with all accrued and unpaid interest thereon on ____________, _________and shall be issued in the form of a registered Global Security without coupons, registered in the name of Cede & Co., as nominee of the Depository Trust Company (the "Depositary"). Section 102. The provisions of Section 305 of the Indenture applicable to Global Securities shall apply to the Debentures. Section 103. Interest on each of the Debentures shall be payable 1 semiannually on ____________ and ___________________ in each year (each an "Interest Payment Date"), commencing on ____________, ________, at the rate per annum specified in the form of Debentures, from and including, ____, _____, or from the most recent Interest Payment Date to which interest has been paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name such Debenture (or one or more Predecessor Securities) is registered at the close of business on _______ or ______ next preceding the Interest Payment Date. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. Section 104. Subject to agreements with or the rules of the Depositary or any successor book-entry security system or similar system with respect to Global Securities, payments of interest will be made by check mailed to the Holder of each Debenture at the address shown in the Security Register, and payments of the principal amount of each Debenture will be made at maturity by check against presentation of the Debenture at the office or agency of the Trustee. Section 105. The Debentures shall be issued in denominations of $1,000 or any integral multiple of $1,000. Section 106. Principal and interest on the Debentures shall be payable in the coin or currency of the United States of America, which, at the time of payment, is legal tender for public and private debts. Section 107. The Debentures shall be subject to defeasance and covenant defeasance, at the Company's option, as provided for in Sections 1302 and 1303 of the Indenture. Section 108. Subject to the terms of Article Eleven of the Indenture, the Company shall have the right to redeem the Debentures, at any time in whole or from time to time in part, until maturity, (such redemption, a "Make-Whole Redemption", and the date thereof, the "Redemption Date"), upon not less than 30 nor more than 60 days' notice to the holders, at a redemption price equal to the sum of the principal amount of the Debentures being redeemed plus accrued and unpaid interest thereon to the Redemption Date, and (ii) the Make-Whole Amount (as defined below), if any, with respect to the Debentures being redeemed. "Make-Whole Amount" means, in connection with any Make-Whole Redemption of any Debentures, the excess, if any, of (i) the sum, as determined by a Quotation Agent (as defined herein) of the present value of the principal amount of such Debentures, together with scheduled payments of interest from the Redemption Date to the Stated Maturity of the Debentures, in each case discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined herein) over (ii) 100% of the principal amount of the Debentures to be redeemed. 2 "Adjusted Treasury Rate" means, with respect to any Redemption Date for a Make-Whole Redemption, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date, calculated on the third business day preceding the Redemption Date, plus in each case ____% (_____ basis points). "Comparable Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term from the Redemption Date to the Stated Maturity of the Debentures that would be utilized, at the time 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 Debentures. "Quotation Agent" means the Reference Treasury Dealer selected by the Trustee after consultation with the Company. "Reference Treasury Dealer" means a primary U.S. Government securities dealer. "Comparable Treasury Price" means, with respect to the any Redemption Date for a Make-Whole Redemption, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such Redemption Date, as set forth in the daily statistical release designated "H.15" (or any successor release) published by the Board of Governors of the Federal Reserve System or (ii) if such release (or any successor release) is not published or does not contain such prices on such business day, (A) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than three such Reference Treasury Dealer Quotations, the average of such Quotations. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any Redemption Date for a Make-Whole Redemption, 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 such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such Redemption Date. 3 ARTICLE TWO Form of the Debentures Section 201. The Debentures are to be substantially in the following form and shall include substantially the legend shown so long as the Debentures are Global Securities: (FORM OF FACE OF DEBENTURE) No. R-1 $___,000,000 CUSIP No. PSI ENERGY, INC. % DEBENTURES DUE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. PSI ENERGY, INC., a corporation duly organized and existing under the laws of the State of Indiana (herein called the "Company", which term includes any successor Person under the Indenture hereafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of ___________________________ and No/100 Dollars ($___,000,000.00) on _______ ___, and to pay interest thereon from, and including, _____________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually, on _____________ and _____________, in each year, commencing ___________, at the rate of ______% per annum, until the principal hereof is paid or made available for payment. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date 4 will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the ___________ or ___________ next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Payment of the principal of (and premium, if any) and interest on this Security will be made at the corporate trust office of the Trustee maintained for that purpose in the City of Cincinnati, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Any payment on this Security due on any day which is not a Business Day in the City of New York need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on the due date and no interest shall accrue for the period from and after such date, unless such payment is a payment at maturity or upon redemption, in which case interest shall accrue thereon at the stated rate for such additional days. As used herein, "Business Day" means any day, other than a Saturday or Sunday, or a day on which banking institutions in New York, New York are authorized or obligated by law or executive order to be closed. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 5 In Witness Whereof, the Company has caused this instrument to be duly executed. PSI ENERGY, INC. By.......... CERTIFICATE OF AUTHENTICATION Dated: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. FIFTH THIRD BANK, as Trustee By........ Authorized Signatory (FORM OF REVERSE OF DEBENTURE) This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of November 15, 1996 (herein called the "Indenture", which term shall have the meaning assigned to it in such instrument), between the Company and Fifth Third Bank, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, limited in aggregate principal amount to $___,000,000. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of 6 Default with respect to this Security upon compliance with certain conditions set forth in the Indenture. The Securities of this series are subject to optional redemption at any time in whole or from time to time in part, until maturity, (such redemption, a "Make-Whole Redemption", and the date thereof, the "Redemption Date"), upon not less than 30 nor more than 60 days' notice to the holders, at a redemption price equal to the sum of the principal amount of the Debentures being redeemed plus accrued and unpaid interest thereon to the Redemption Date, and (ii) the Make-Whole Amount (as defined below), if any, with respect to the Debentures being redeemed. "Make-Whole Amount" means, in connection with any Make-Whole Redemption of any Debentures, the excess, if any, of (i) the sum, as determined by a Quotation Agent (as defined herein) of the present value of the principal amount of such Debentures, together with scheduled payments of interest from the Redemption Date to the Stated Maturity of the Debentures, in each case discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined herein) over (ii) 100% of the principal amount of the Debentures to be redeemed. "Adjusted Treasury Rate" means, with respect to any Redemption Date for a Make-Whole Redemption, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date, calculated on the third business day preceding the Redemption Date, plus in each case ____% (____ basis points). "Comparable Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term from the Redemption Date to the Stated Maturity of the Debentures that would be utilized, at the time 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 Debentures. "Quotation Agent" means the Reference Treasury Dealer selected by the Trustee after consultation with the Company. "Reference Treasury Dealer" means a primary U.S. Government securities dealer. 7 "Comparable Treasury Price" means, with respect to the any Redemption Date for a Make-Whole Redemption, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such Redemption Date, as set forth in the daily statistical release designated "H.15" (or any successor release) published by the Board of Governors of the Federal Reserve System or (ii) if such release (or any successor release) is not published or does not contain such prices on such business day, (A) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than three such Reference Treasury Dealer Quotations, the average of such Quotations. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any Redemption Date for a Make-Whole Redemption, 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 such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such Redemption Date. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority in principal amount of the Securities of each series at the time outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 8 As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 35% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonably satisfactory indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in 9 whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. ARTICLE THREE Original Issue of Debentures Section 301. Debentures in the aggregate principal amount of $___,000,000, may, upon execution of this Seventh Supplemental Indenture, or from time to time thereafter, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Debentures upon a Company Order without any further action by the Company. ARTICLE FOUR Paying Agent and Security Registrar Section 401. Fifth Third Bank will be the Paying Agent and Security Registrar for the Debentures. ARTICLE FIVE Sundry Provisions Section 501. Except as otherwise expressly provided in this Seventh Supplemental Indenture or in the form of Debenture or otherwise clearly required by the context hereof or thereof, all terms used herein or in said form of Debenture that are defined in the Indenture shall have the several meanings respectively assigned to them thereby. Section 502. The Indenture, as supplemented by this Seventh Supplemental Indenture, is in all respects ratified and confirmed, and this Seventh Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided. ----------------- 10 This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. In Witness Whereof, the parties hereto have caused this Seventh Supplemental Indenture to be duly executed as of the day and year first above written. PSI ENERGY, INC. By --------------------------------------- William L. Sheafer Vice President and Treasurer FIFTH THIRD BANK, as Trustee By --------------------------------------- Kerry Byrne Vice President 11 EX-5 3 EXHIBIT 5 July 21, 1999 PSI Energy, Inc. 139 E. Fourth Street Cincinnati, OH 45202 Dear Sirs: In connection with the shelf registration under the Securities Act of 1933 (the "Act") of $665 million principal amount of Debt Securities (the "New Securities") of PSI Energy, Inc., an Indiana corporation (the "Company"), to be issued under an Indenture dated as of November 15, 1996, as supplemented by six supplemental indentures (as so supplemented, the "Indenture"), between the Company and Fifth Third Bank, as trustee (the "Trustee"), 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 Securities have been duly authorized by the Company; and when the Securities and Exchange Commission declares the Company's Registration Statement on Form S-3 effective and the New Securities have been duly executed, authenticated, issued and delivered in accordance with the terms of the Indenture and a supplemental indenture in the form filed as an Exhibit to the Registration Statement, the New Securities 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 State of Indiana, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. In connection with the foregoing, we have assumed that at the time of the issuance and delivery of the New Securities there will not have occurred any change in law affecting the validity, legally binding character or PSI Energy, Inc. - 2 - July 21, 1999 enforceability of the New Securities and that the issuance and delivery of the New Securities, all of the terms of the New Securities 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, and a supplemental indenture (or supplemental indentures) relating to the New Securities will be, duly authorized, executed and delivered by the Trustee, (ii) that the New Securities will conform to the form thereof set forth in the Indenture, (iii) that the Trustee's certificates of authentication of the New Securities 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, TAFT, STETTINIUS & HOLLISTER LLP EX-12 4 EXHIBIT 12 EXHIBIT 12 PSI ENERGY INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
THREE MONTHS ENDED 12 MONTHS ENDED DECEMBER 31 MARCH 31, ------------------------------------------------------------------ 1999 1998 1997 1996 1995 1994 ---- ---- ---- ---- ---- ---- (THOUSANDS, EXCEPT RATIOS) Earnings Available Net Income $39,841 $52,038 $132,205 $125,678 $145,815 $82,192 Plus: Income Taxes 25,185 23,147 77,380 77,191 84,102 51,678 Interest on Long-Term Debt 19,577 80,259 71,638 67,001 70,577 68,862 Other Interest 2,478 11,060 13,584 14,511 15,821 15,292 Interest Component of Rents (a) 1,338 5,351 5,390 4,921 3,620 3,946 ----------------------------------------------------------------------------------- Total Available $88,419 $171,855 $300,197 $289,302 $319,935 $221,970 ----------------------------------------------------------------------------------- ----------------------------------------------------------------------------------- Fixed Charges Interest Charges $22,055 $91,319 $85,222 $81,512 $86,398 $84,154 Interest Component of Rents (a) 1,338 5,351 5,390 4,921 3,620 3,946 ----------------------------------------------------------------------------------- Total Fixed Charges $23,393 $96,670 $90,612 $86,433 $90,018 $88,100 ----------------------------------------------------------------------------------- ----------------------------------------------------------------------------------- Ratio of Earnings to Fixed Charges 3.78 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-24.(A) 5 EXHIBIT 24(A) POWER OF ATTORNEY -------------------- KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Madeleine W. Ludlow, 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 for the undersigned and in the undersigned's name to sign 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 $665,000,000 principal amount or par value, as the case may be, of (i) senior unsecured indebtedness ("Senior Debentures"), (ii) junior unsecured subordinated debentures ("Subordinated Debentures"), (iii) securities representing undivided beneficial interests in one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Senior Debentures as assets, (iv) preferred securities of one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Subordinated Debentures as assets, and/or (v) asset based securities, 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 20th day of July, 1999. /s/ James K. Baker ------------------ James K. Baker POWER OF ATTORNEY -------------------- KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Madeleine W. Ludlow, 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 for the undersigned and in the undersigned's name to sign 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 $665,000,000 principal amount or par value, as the case may be, of (i) senior unsecured indebtedness ("Senior Debentures"), (ii) junior unsecured subordinated debentures ("Subordinated Debentures"), (iii) securities representing undivided beneficial interests in one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Senior Debentures as assets, (iv) preferred securities of one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Subordinated Debentures as assets, and/or (v) asset based securities, 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 20th day of July, 1999. /s/ Michael G. Browning ----------------------- Michael G. Browning POWER OF ATTORNEY -------------------- KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Madeleine W. Ludlow, 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 for the undersigned and in the undersigned's name to sign 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 $665,000,000 principal amount or par value, as the case may be, of (i) senior unsecured indebtedness ("Senior Debentures"), (ii) junior unsecured subordinated debentures ("Subordinated Debentures"), (iii) securities representing undivided beneficial interests in one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Senior Debentures as assets, (iv) preferred securities of one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Subordinated Debentures as assets, and/or (v) asset based securities, 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 20th day of July, 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 Madeleine W. Ludlow, 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 for the undersigned and in the undersigned's name to sign 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 $665,000,000 principal amount or par value, as the case may be, of (i) senior unsecured indebtedness ("Senior Debentures"), (ii) junior unsecured subordinated debentures ("Subordinated Debentures"), (iii) securities representing undivided beneficial interests in one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Senior Debentures as assets, (iv) preferred securities of one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Subordinated Debentures as assets, and/or (v) asset based securities, 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 19th day of July, 1999. /s/ Jackson H. Randolph ----------------------- Jackson H. Randolph POWER OF ATTORNEY -------------------- KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Madeleine W. Ludlow, 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 for the undersigned and in the undersigned's name to sign 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 $665,000,000 principal amount or par value, as the case may be, of (i) senior unsecured indebtedness ("Senior Debentures"), (ii) junior unsecured subordinated debentures ("Subordinated Debentures"), (iii) securities representing undivided beneficial interests in one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Senior Debentures as assets, (iv) preferred securities of one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Subordinated Debentures as assets, and/or (v) asset based securities, 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 20th day of July, 1999. /s/ James E. Rogers ------------------- James E. Rogers POWER OF ATTORNEY -------------------- KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Madeleine W. Ludlow, 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 for the undersigned and in the undersigned's name to sign 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 $665,000,000 principal amount or par value, as the case may be, of (i) senior unsecured indebtedness ("Senior Debentures"), (ii) junior unsecured subordinated debentures ("Subordinated Debentures"), (iii) securities representing undivided beneficial interests in one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Senior Debentures as assets, (iv) preferred securities of one or more direct or indirect subsidiary limited partnerships, limited liability companies or statutory business trusts holding Subordinated Debentures as assets, and/or (v) asset based securities, 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 20th day of July, 1999. s/ John M. Mutz --------------- John M. Mutz EX-24.(B) 6 EXHIBIT 24(B) 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 July 14, 1999, 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 Madeleine W. Ludlow, Vice President and Chief Financial Officer, William L. Sheafer, Vice President and Treasurer, Cheryl M. Foley, Secretary, and Jerome A. Vennemann, Acting General Counsel and 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 19th day of July, 1999. /s/ Jerome A. Vennemann ----------------------- Assistant Corporate Secretary EX-25 7 EXHIBIT 25 FORM T-1 File No. ____ 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) $700,000,000 Debt Securities - ------------------------------------------------------------------------------ (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. 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 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 16th day of July, 1999. FIFTH THIRD BANK By: /s/ Kerry R. Byrne ----------------------------------- Kerry R. Byrne, Vice President and Trust Officer 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 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 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. EXHIBIT 2 CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO COMMENCE BUSINESS (INCLUDED IN EXHIBIT 1) EXHIBIT 3 A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE CORPORATE TRUST POWERS [See Attached] 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 July, 1999. /s/ F. Scott O'Donnell --------------------------------- F. SCOTT O'DONNELL Superintendent Division of Financial Institutions EXHIBIT 4 A COPY OF THE EXISTING CODE OF REGULATIONS OF THE TRUSTEE INCORPORATING AMENDMENTS TO DATE [See Attached] 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 (*) of the outstanding shares of the Company. SECTION 5. VACANCIES. Any vacancy occurring in the Board of Directors may be filled 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. 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. 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 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 (*) 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. EXHIBIT 5 A COPY OF EACH INDENTURE REFERRED TO IN ITEM 4 (NOT APPLICABLE) EXHIBIT 6 THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321 (B) OF THE TRUST INDENTURE ACT OF 1939 [See Attached] 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 three years 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) -----END PRIVACY-ENHANCED MESSAGE-----