-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, cXN9YzRz57ibIojtlDARm6sI1YKdi4rFdmrSrKXMURyEMwl9MFtimhRRsDGO8Kzf UZFRuwO1/a8ipBXgzxgK8A== 0000899652-95-000026.txt : 19950501 0000899652-95-000026.hdr.sgml : 19950501 ACCESSION NUMBER: 0000899652-95-000026 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950428 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CINERGY CORP CENTRAL INDEX KEY: 0000899652 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 311385023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11377 FILM NUMBER: 95532496 BUSINESS ADDRESS: STREET 1: 139 E FOURTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5133812000 MAIL ADDRESS: STREET 1: 139 E FOURTH STREET CITY: CINCINATI STATE: OH ZIP: 45202 10-K/A 1 FORM 10-K/A TO FILE FORMS 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994 (Commission File Number 1-11377) CINERGY CORP. (Exact name of registrant as specified in its charter) DELAWARE 31-1385023 (State or other (I.R.S. Employer jurisdiction of incorporation) Identification No.) 139 East Fourth Street Cincinnati, Ohio 45202 (Address of principal executive offices) Registrant's Telephone Number: (513) 381-2000 The undersigned registrant, CINergy Corp., hereby amends the following item of its Annual Report on Form 10-K for the fiscal year ended December 31, 1994 (Form 10-K), as set forth below: PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K The exhibit list contained on pages 87-96 of the Form 10-K provided pursuant to Item 14(c) of Regulation S-K is hereby amended and restated in its entirety as set forth below: (c) Exhibits. Copies of the documents listed below which are identified with an asterisk (*) have heretofore been filed with the Securities and Exchange Commission and are incorporated herein by reference and made a part hereof. Exhibits identified by a double asterisk (**) were previously filed with the Form 10-K. Exhibits not so identified are filed herewith. Exhibit Designation Nature of Exhibit 3-a *Certificate of Incorporation of CINergy Corp. (CINergy). (Exhibit to CINergy's Annual Report on Form 10-K for the year ended December 31, 1993.) 3-b **By-laws of CINergy as adopted October 24, 1994. 4-a *Original Indenture (First Mortgage Bonds) dated September 1, 1939, between PSI Energy, Inc. (Energy) and The First National Bank of Chicago, as Trustee (Exhibit A-Part 3 in File No. 70-258), and LaSalle National Bank as Successor Trustee (Supplemental Indenture dated March 30, 1984). 4-b *Nineteenth Supplemental Indenture between Energy and The First National Bank of Chicago dated January 1, 1972. (Exhibit to File No. 2-42545.) Exhibit Designation Nature of Exhibit 4-c *Twenty-third Supplemental Indenture between Energy and The First National Bank of Chicago dated January 1, 1977. (Exhibit to File No. 2-57828.) 4-d *Twenty-fifth Supplemental Indenture between Energy and The First National Bank of Chicago dated September 1, 1978. (Exhibit to File No. 2-62543.) 4-e *Twenty-seventh Supplemental Indenture between Energy and The First National Bank of Chicago dated March 1, 1979. (Exhibit to File No. 2-63753.) 4-f *Thirty-fifth Supplemental Indenture between Energy and The First National Bank of Chicago dated March 30, 1984. (Exhibit to Energy's 1984 Form 10-K in File No. 1-3543.) 4-g *Thirty-ninth Supplemental Indenture between Energy and The First National Bank of Chicago dated March 15, 1987. (Exhibit to Energy's 1987 Form 10-K in File No. 1-3543.) 4-h *Forty-first Supplemental Indenture between Energy and The First National Bank of Chicago dated June 15, 1988. (Exhibit to Energy's 1988 Form 10-K in File No. 1-3543.) 4-i *Forty-second Supplemental Indenture between Energy and The First National Bank of Chicago dated August 1, 1988. (Exhibit to Energy's 1988 Form 10-K in File No. 1-3543.) 4-j *Forty-fourth Supplemental Indenture between Energy and The First National Bank of Chicago dated March 15, 1990. (Exhibit to Energy's 1990 Form 10-K in File No. 1-3543.) 4-k *Forty-fifth Supplemental Indenture between Energy and The First National Bank of Chicago dated March 15, 1990. (Exhibit to Energy's 1990 Form 10-K in File No. 1-3543.) Exhibit Designation Nature of Exhibit 4-l *Forty-sixth Supplemental Indenture between Energy and The First National Bank of Chicago dated June 1, 1990. (Exhibit to Energy's 1991 Form 10-K in File No. 1-3543.) 4-m *Forty-seventh Supplemental Indenture between Energy and The First National Bank of Chicago dated July 15, 1991. (Exhibit to Energy's 1991 Form 10-K in File No. 1-3543.) 4-n *Forty-eighth Supplemental Indenture between Energy and The First National Bank of Chicago dated July 15, 1992. (Exhibit to Energy's 1992 Form 10-K in File No. 1-3543.) 4-o *Forty-ninth Supplemental Indenture between Energy and The First National Bank of Chicago dated February 15, 1993. (Exhibit to Energy's 1992 Form 10-K in File No. 1-3543.) 4-p *Fiftieth Supplemental Indenture between Energy and The First National Bank of Chicago dated February 15, 1993. (Exhibit to Energy's 1992 Form 10-K in File No. 1-3543.) 4-q *Fifty-first Supplemental Indenture between Energy and The First National Bank of Chicago dated February 1, 1994. (Exhibit to Energy's 1993 Form 10-K in File No. 1-3543.) 4-r *Indenture (Secured Medium-term Notes, Series A), dated July 15, 1991, between Energy and The First National Bank of Chicago, as Trustee. (Exhibit to Energy's Form 10-K/A in File No. 1-3543, Amendment No. 2, dated July 15, 1993.) 4-s *Indenture (Secured Medium-term Notes, Series B), dated July 15, 1992, between Energy and The First National Bank of Chicago, as Trustee. (Exhibit to Energy's Form 10-K/A in File No. 1-3543, Amendment No. 2, dated July 15, 1993.) Exhibit Designation Nature of Exhibit 4-t *Original Indenture (First Mortgage Bonds) between The Cincinnati Gas & Electric Company (CG&E) and The Bank of New York (as Trustee) dated as of August 1, 1936. (Exhibit to CG&E's Registration Statement No. 2-2374.) 4-u *Tenth Supplemental Indenture between CG&E and The Bank of New York dated as of July 1, 1967. (Exhibit to CG&E's Registration Statement No. 2- 26549.) 4-v *Eleventh Supplemental Indenture between CG&E and The Bank of New York dated as of May 1, 1969. (Exhibit to CG&E's Registration Statement No. 2- 32063.) 4-w *Thirteenth Supplemental Indenture between CG&E and The Bank of New York dated as of November 1, 1971. (Exhibit to CG&E's Registration Statement No. 2- 41974.) 4-x *Fourteenth Supplemental Indenture between CG&E and The Bank of New York dated as of November 2, 1972. (Exhibit to CG&E's Registration Statement No. 2- 60961.) 4-y *Fifteenth Supplemental Indenture between CG&E and The Bank of New York dated as of August 1, 1973. (Exhibit to CG&E's Registration Statement No. 2- 60961.) 4-z *Twenty-fifth Supplemental Indenture between CG&E and The Bank of New York dated as of December 1, 1985. (Exhibit to CG&E's 1985 Form 10-K in File No. 1-1232.) 4-aa *Twenty-ninth Supplemental Indenture between CG&E and The Bank of New York dated as of June 15, 1989. (Exhibit to CG&E's June 30, 1989, Form 10- Q in File No. 1-1232.) 4-bb *Thirtieth Supplemental Indenture between CG&E and The Bank of New York dated as of May 1, 1990. (Exhibit to CG&E's June 30, 1990, Form 10-Q in File No. 1-1232.) Exhibit Designation Nature of Exhibit 4-cc *Thirty-first Supplemental Indenture between CG&E and The Bank of New York dated as of December 1, 1990. (Exhibit to CG&E's 1990 Form 10-K in File No. 1-1232.) 4-dd *Thirty-second Supplemental Indenture between CG&E and The Bank of New York dated as of December 15, 1991. (Exhibit to CG&E's Registration Statement No. 33-45115.) 4-ee *Thirty-third Supplemental Indenture between CG&E and The Bank of New York dated as of September 1, 1992. (Exhibit to CG&E's Registration Statement No. 33-53578.) 4-ff *Thirty-fourth Supplemental Indenture between CG&E and The Bank of New York dated as of October 1, 1993. (Exhibit to CG&E's September 30, 1993, Form 10-Q in File No. 1-1232.) 4-gg *Thirty-fifth Supplemental Indenture between CG&E and The Bank of New York dated as of January 1, 1994. (Exhibit to CG&E's Registration Statement No. 33-52335.) 4-hh *Thirty-sixth Supplemental Indenture between CG&E and The Bank of New York dated as of February 15, 1994. (Exhibit to CG&E's Registration Statement No. 33-52335.) 4-ii *Loan Agreement between CG&E and County of Boone, Kentucky dated as of February 1, 1985. (Exhibit to CG&E's 1984 Form 10-K in File No. 1-1232.) 4-jj *Loan Agreement between CG&E and State of Ohio Air Quality Development Authority dated as of December 1, 1985. (Exhibit to CG&E's 1985 Form 10-K in File No. 1-1232.) 4-kk *Loan Agreement between CG&E and State of Ohio Air Quality Development Authority dated as of December 1, 1985. (Exhibit to CG&E's 1985 Form 10-K in File No. 1-1232.) 4-ll *Loan Agreement between CG&E and State of Ohio Air Quality Development Authority dated as of December 1, 1985. (Exhibit to CG&E's 1985 Form 10-K in File No. 1-1232.) Exhibit Designation Nature of Exhibit 4-mm *Repayment Agreement between CG&E and The Dayton Power and Light Company dated as of December 23, 1992. (Exhibit to CG&E's 1992 Form 10-K in File No. 1-1232.) 4-nn *Loan Agreement between CG&E and State of Ohio Water Development Authority dated as of January 1, 1994. (Exhibit to CG&E's 1993 Form 10-K in File No. 1-1232.) 4-oo *Loan Agreement between CG&E and State of Ohio Air Quality Development Authority dated as of January 1, 1994. (Exhibit to CG&E's 1993 Form 10-K in File No. 1-1232.) 4-pp *Loan Agreement between CG&E and County of Boone, Kentucky dated as of January 1, 1994. (Exhibit to CG&E's 1993 Form 10-K in File No. 1-1232.) 4-qq *Original Indenture (First Mortgage Bonds) between The Union Light, Heat and Power Company (ULH&P) and The Bank of New York dated as of February 1, 1949. (Exhibit to ULH&P's Registration Statement No. 2-7793.) 4-rr *Fifth Supplemental Indenture between ULH&P and The Bank of New York dated as of January 1, 1967. (Exhibit to CG&E's Registration Statement No. 2- 60961.) 4-ss *Seventh Supplemental Indenture between ULH&P and The Bank of New York dated as of October 1, 1973. (Exhibit to CG&E's Registration Statement No. 2- 60961.) 4-tt *Eighth Supplemental Indenture between ULH&P and The Bank of New York dated as of December 1, 1978. (Exhibit to CG&E's Registration Statement No. 2-63591.) 4-uu *Tenth Supplemental Indenture between ULH&P and The Bank of New York dated as of July 1, 1989. (Exhibit to CG&E's June 30, 1989, Form 10-Q in File No. 1-1232.) 4-vv *Eleventh Supplemental Indenture between ULH&P and The Bank of New York dated as of June 1, 1990. (Exhibit to CG&E's June 30, 1990, Form 10- Q in File No. 1-1232.) Exhibit Designation Nature of Exhibit 4-ww *Twelfth Supplemental Indenture between ULH&P and The Bank of New York dated as of November 15, 1990. (Exhibit to ULH&P's 1990 Form 10-K in File No. 2-7793.) 4-xx *Thirteenth Supplemental Indenture between ULH&P and The Bank of New York dated as of August 1, 1992. (Exhibit to ULH&P's 1992 Form 10-K in File No. 2-7793.) 10-a *Energy Union Employees' 401(k) Savings Plan, amended and restated October 24, 1994, effective January 1, 1992. (Exhibit to CINergy's Form S-8, filed October 18, 1994.) 10-b *Energy Employees' 401(k) Savings Plan, amended and restated October 24, 1994, effective January 1, 1992. (Exhibit to CINergy's Form S-8, filed October 18, 1994.) 10-c *CG&E Deferred Compensation and Investment Plan, as amended, effective January 1, 1989. (Exhibit to CINergy's Form S-8, filed August 30, 1994.) 10-d *CG&E Savings Incentive Plan, as amended, effective January 1, 1989. (Exhibit to CINergy's Form S-8, filed August 30, 1994.) 10-e **+Amended and Restated Employment Agreement dated October 24, 1994, among CG&E, CINergy Corp. (an Ohio corporation), CINergy (a Delaware corporation), PSI Resources, Inc., Energy, and Jackson H. Randolph. 10-f *+Amended and Restated Employment Agreement dated July 2, 1993, among PSI Resources, Inc., Energy, CG&E, CINergy, CINergy Sub, Inc., and James E. Rogers, Jr. (Exhibit to CINergy's Amendment No. 3 to Form S-4, filed October 8, 1993.) 10-g *+Employment Agreement dated October 4, 1993, among CINergy, Energy, and John M. Mutz. (Exhibit to PSI Resources, Inc.'s September 30, 1993, Form 10-Q, File No. 1-9941.) Exhibit Designation Nature of Exhibit 10-h **+Employment Agreement dated January 1, 1995, among CINergy, CG&E, CINergy Services, Inc., CINergy Investments, Inc., Energy, and William J. Grealis. 10-i *+CINergy Stock Option Plan, adopted October 18, 1994, effective October 24, 1994. (Exhibit to CINergy's Form S-8, filed October 19, 1994.) 10-j *+CINergy Performance Shares Plan, adopted October 18, 1994, effective October 24, 1994. (Exhibit to CINergy's Form S-8, filed October 19, 1994.) 10-k **+CINergy Annual Incentive Plan, adopted October 18, 1994, effective October 24, 1994. 10-l *CINergy Employee Stock Purchase and Savings Plan, adopted October 18, 1994, effective October 24, 1994. (Exhibit to CINergy's Form S-8, filed October 19, 1994.) 10-m **Amendment to CINergy Employee Stock Purchase and Savings Plan, adopted January 25, 1995, retroactively effective January 1, 1995. 10-n *+CINergy Directors' Deferred Compensation Plan, adopted October 18, 1994, effective October 24, 1994. (Exhibit to CINergy's Form S-8, filed October 19, 1994.) 10-o **+CINergy Retirement Plan for Directors, adopted October 18, 1994, effective October 24, 1994. 10-p **+CINergy Executive Supplemental Life Insurance Program adopted October 18, 1994, effective October 24, 1994, consisting of Defined Benefit Deferred Compensation Agreement, Executive Supplemental Life Insurance Program Split Dollar Agreement I, and Executive Supplemental Life Insurance Program Split Dollar Agreement II. Exhibit Designation Nature of Exhibit 10-q *Text of Settlement Agreement dated October 27, 1993, by and among PSI Resources, Inc., Energy, CG&E, CINergy, IPALCO Enterprises, Inc., Indianapolis Power & Light Company, James E. Rogers, John R. Hodowal, and Ramon L. Humke (together with the exhibits and schedules thereto). (Exhibit to PSI Resources, Inc.'s Form 8-K dated October 27, 1993.) 10-r *+Deferred Compensation Agreement between Jackson H. Randolph and CINergy dated January 1, 1992. (Exhibit to CG&E's 1992 Form 10-K in File No. 1- 1232.) 10-s **+Split Dollar Insurance Agreement, effective as of May 1, 1993, between CINergy and Jackson H. Randolph. 10-t *+Deferred Compensation Agreement, effective as of January 1, 1992, between CINergy and James E. Rogers, Jr. (Exhibit to Energy's Form 10-K/A in File No. 1-3543, Amendment No. 1, dated April 29, 1993.) 10-u *+Split Dollar Life Insurance Agreement, effective as of January 1, 1992, between CINergy and James E. Rogers, Jr. (Exhibit to Energy's Form 10-K/A in File No. 1-3543, Amendment No. 1, dated April 29, 1993.) 10-v *+First Amendment to Split Dollar Life Insurance Agreement between CINergy and James E. Rogers, Jr. dated December 11, 1992. (Exhibit to Energy's Form 10-K/A in File No. 1-3543, Amendment No. 1, dated April 29, 1993.) 10-w *+Energy Supplemental Retirement Plan amended and restated December 16, 1992, retroactively effective January 1, 1989. (Exhibit to Energy's 1992 Form 10-K in File No. 1-3543.) 10-x *+Energy Excess Benefit Plan, formerly named the Supplemental Pension Plan, amended and restated December 16, 1992, retroactively effective January 1, 1989. (Exhibit to Energy's 1992 Form 10-K in File No. 1-3543.) Exhibit Designation Nature of Exhibit 10-y *+Supplemental Executive Retirement Income Plan between CG&E and certain executive officers. (Exhibit to CG&E's 1988 Form 10-K in File No. 1- 1232.) 10-z *+Amendment to Supplemental Executive Retirement Income Plan between CG&E and certain executive officers. (Exhibit to CG&E's 1992 Form 10-K in File No 1-1232.) 10-aa *+Executive Severance Agreement between CG&E and certain executive officers. (Exhibit to CG&E's 1989 Form 10-K in File No. 1-1232.) 10-bb *+Amendment to Executive Severance Agreement between CG&E and certain executive officers. (Exhibit to CG&E's 1992 Form 10-K in File No. 1- 1232.) 21 *Subsidiaries of CINergy. (Exhibit to CINergy's Form U5B, filed January 23, 1995.) 23 **Consent of Independent Public Accountants. 24 **Power of Attorney. 27 **Financial Data Schedule (included in electronic submission only). 99-a 1994 Form 11-K Annual Report of CINergy Directors' Deferred Compensation Plan. 99-b 1994 Form 11-K Annual Report of CINergy Employee Stock Purchase and Savings Plan. _________________________ + Management contract, compensation plan or arrangement required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CINERGY CORP. --------------------------- Registrant Dated: April 26, 1995 /s/ Jacson H. Randolph By --------------------------- Jackson H. Randolph Chairman Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date Neil A. Armstrong Director James K. Baker Director Hugh A. Barker Director Michael G. Browning Director Clement L. Buenger Director Phillip R. Cox Director Kenneth M. Duberstein Director John A. Hillenbrand, II Director George C. Juilfs Director Melvin Perelman, Ph.D. Director Thomas E. Petry Director John J. Schiff, Jr. Director Van P. Smith Director Dudley S. Taft Director Oliver W. Waddell Director /s/ James E. Rogers - ------------------------ James E. Rogers Vice Chairman, President, April 26, 1995 Attorney-in-fact for all Chief Operating Officer the foregoing persons and Director /s/ J. Wayne Leonard - ------------------------ J. Wayne Leonard Group Vice President April 26, 1995 and Chief Financial Officer (Principal Financial Officer) /s/ Jackson H. Randolph - ------------------------ Jackson H. Randolph Chairman, Chief Executive April 26, 1995 Officer and Director (Principal Executive Officer) /S/ Charles J. Winger - ------------------------ Charles J. Winger Comptroller April 26, 1995 (Principal Accounting Officer) EX-99.A 2 FORM 11-K FOR DIRECTORS' DEFERRED PLAN Exhibit 99-a SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to Commission File Number 1-11377 CINERGY CORP. DIRECTORS' DEFERRED COMPENSATION PLAN (Full title of the plan) CINERGY CORP. (Name of issuer of the securities held pursuant to the plan) 139 East Fourth Street Cincinnati, Ohio 45202 (Address of principal executive offices) FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements Report of Independent Public Accountants Statements of Financial Condition as of December 31, 1994 and 1993 Statements of Income and Other Changes in Plan Equity for the Years Ended December 31, 1994, 1993, and 1992 Notes to Financial Statements Financial Statement Schedules: Schedules I, II, and III are not applicable (b) Exhibits 1) Consent of Independent Public Accountants REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS We have audited the accompanying statements of financial condition of the CINERGY CORP. DIRECTORS' DEFERRED COMPENSATION PLAN as of December 31, 1994 and 1993, and the statements of income and other changes in plan equity for each of the three years in the period ended December 31, 1994. These financial statements are the responsibility of the Plan Administrator. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Plan Administrator, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Plan as of December 31, 1994 and 1993, and the results of its operations and changes in plan equity for each of the three years in the period ended December 31, 1994, in conformity with generally accepted accounting principles. ARTHUR ANDERSEN LLP Cincinnati, Ohio, April 14, 1995
CINERGY CORP. DIRECTORS' DEFERRED COMPENSATION PLAN STATEMENTS OF FINANCIAL CONDITION Stock Cash Accounts Accounts Total AS OF DECEMBER 31, 1994 ASSETS Amounts due from participating employers (Note A) $ 185 182 $ 28 284 $ 213 466 PLAN EQUITY $ 185 182 $ 28 284 $ 213 466 AS OF DECEMBER 31, 1993 ASSETS Amounts due from participating employers (Note A) $ 14 250 $ 1 750 $ 16 000 PLAN EQUITY $ 14 250 $ 1 750 $ 16 000 The accompanying notes are an integral part of these financial statements.
CINERGY CORP. DIRECTORS' DEFERRED COMPENSATION PLAN STATEMENTS OF INCOME AND OTHER CHANGES IN PLAN EQUITY Stock Cash Accounts Accounts Total PLAN EQUITY AT DECEMBER 31, 1991 $ 668 051 $ 297 116 $ 965 167 Investment income (Note C) Dividends earned 43 933 - 43 933 Interest earned - 12 207 12 207 Net investment income 43 933 12 207 56 140 Unrealized appreciation (Note G) 113 968 - 113 968 Contributions from participants (Note C) 166 750 29 250 196 000 PLAN EQUITY AT DECEMBER 31, 1992 992 702 338 573 1 331 275 Investment income (Note C) Dividends earned 62 430 - 62 430 Interest earned - 11 158 11 158 Net investment income 62 430 11 158 73 588 Unrealized appreciation (Note G) 283 591 - 283 591 Contributions from participants (Note C) 195 500 31 750 227 250 Participant withdrawals (1 519 973) (379 731) (1 899 704) PLAN EQUITY AT DECEMBER 31, 1993 14 250 1 750 16 000 Investment income (Note C) Dividends earned 3 476 - 3 476 Interest earned - 534 534 Net investment income 3 476 534 4 010 Unrealized appreciation (Note G) 7 578 - 7 578 Contributions from participants (Note C) 161 878 26 000 187 878 Participant withdrawals (2 000) - (2 000) PLAN EQUITY AT DECEMBER 31, 1994 $ 185 182 $ 28 284 $ 213 466 The accompanying notes are an integral part of these financial statements.
CINERGY CORP. DIRECTORS' DEFERRED COMPENSATION PLAN NOTES TO FINANCIAL STATEMENTS Note A - Plan Description The CINergy Corp. Directors' Deferred Compensation Plan (the Plan) was established to enable non-employee directors of CINergy Corp. (the Company) and its subsidiaries to defer the receipt of all or a portion of the compensation payable for services performed as a member of the board of directors of the Company or any of its subsidiaries. The Plan is not a funded plan; thereby, the Company and its subsidiaries have only a contractual obligation to make payments to participants as and when due. The administrative expenses of the Plan are paid by the Company. Further details of the Plan are provided in the Plan prospectus which has been distributed to all eligible Plan participants. In conjunction with the merger of PSI Resources, Inc., (PSI) with and into the Company on October 24, 1994, the PSI Resources, Inc. Directors' Deferred Compensation Plan (the PSI Plan) was merged into the Plan. The PSI Plan contained provisions substantially similar to the Plan. Note B - Accounting Principles The accounts of the Plan are maintained on an accrual basis. Activity and balances related to the PSI Plan are reflected in the financial statements as though the PSI Plan has always been part of the Plan. Note C - Investment Program Under the Plan, eligible participants may elect to defer all or any portion of the compensation payable for services performed as a member of the board of directors of the Company or its subsidiaries. Each participant elects to have the amounts deferred credited among two different accounts - a "Stock Account" and a "Cash Account" - as follows: Stock Account - A participant may elect to have any portion of deferred amounts treated as if invested in a number of shares of CINergy Corp. Common Stock, $.01 par value (Common Stock). When a participant elects to have amounts treated as if invested in Common Stock, the deferred amounts are deemed to be invested in a number of theoretical shares of Common Stock determined using the market price per share existing on the date each amount would otherwise have been payable to the participant. Dividends on the theoretical shares are assumed to be reinvested into additional theoretical shares determined using the existing market price per share as and when dividends on Common Stock are paid. A total of 7,880.100 and 552.711 theoretical shares were allocated to participants' Stock Accounts at December 31, 1994 and 1993, respectively. Cash Account - A participant may elect to have any portion of deferred amounts treated as if invested in an interest-bearing account. When a participant elects to have amounts treated as if invested in an interest-bearing account, the deferred amounts are deemed to be invested in a theoretical account on the date each amount would otherwise have been payable to the participant. Interest is accrued on and credited to the theoretical account at a rate that is equivalent to the interest rate for a one year certificate of deposit of $100,000 as quoted in The Wall Street Journal. The rate of interest is adjusted and compounded quarterly. Upon six-month prior notice, a participant may change the amount of compensation to be deferred and the allocation of amounts among the two accounts. However, any change in allocation among the two accounts will only apply to future deferred amounts, and not to existing account balances. At December 31, 1994, 1993 and 1992, there were four, five and six active participants with Stock Accounts, respectively, and one active participant with a Cash Account each. Note D - Income Tax Status The Plan is not an "employee benefit plan" under the Employee Retirement Income Security Act of 1974, as amended, and is not a qualified plan under Section 401(a) of the Internal Revenue Code of 1986, as amended. The Plan is subject to Federal income taxes; however, the unfunded nature of the Plan precludes the occurrence of a taxable event arising from the Plan's operation. Amounts deferred, along with any dividends and interest accrued thereon, are not considered taxable income to a participant until distributed (see Note E). Amounts distributed from the Plan are considered compensation taxable as ordinary income in the year distributed, in an amount equal to the total of all cash and the existing fair market value of all shares of Common Stock distributed. Subsequent dispositions of shares of Common Stock received from the Plan may result in capital gains (losses) equal to the amount realized over (under) the tax basis in the shares. The tax basis is generally considered to be the amount of ordinary income recognized in conjunction with the distribution from the Plan of the shares of Common Stock. To qualify as a long-term capital gain the shares must be held at least one year after distribution from the Plan. Note E - Participant Withdrawals At the participant's election, amounts deferred under the Plan, together with earnings thereon, will be distributed either in a single lump sum payment or in equal annual installments of two to ten years. At the participant's election, the single lump sum payment or the first installment payment will be payable on the first business day of the calendar year immediately following the year in which the participant either (a) ceases to be a director, or (b) attains that age specified by Paragraph 203(f)(3) of the Social Security Act or its equivalent then in effect. Any additional installment(s) will be payable on the first business day of each succeeding year. All payments to be made under the Plan from a participant's Stock Account are to be made in the form of new issue shares of Common Stock or shares of Common Stock purchased on the open market, as determined by the Company, and cash in lieu of any fractional shares. All payments to be made under the Plan from a participant's Cash Account are to be be paid in cash. In the event of the death of a participant, all amounts due the participant are to be distributed within 90 days of the participant's death to the designated beneficiary or to the decedent's estate in accordance with the preceding paragraph. Note F - Change in Control, Amendment, Termination and Forfeiture In the event of a "change in control" of CINergy, as defined in the Plan prospectus, all compensation deferred under the Plan will be immediately payable. In accordance with the foregoing provision, all amounts accumulated under the PSI Plan were disbursed to participants in December 1993 as a result of the approval of the CINergy merger by PSI's shareholders. Such approval constituted a "change in control". CINergy, at any time by action of its board of directors, may alter, amend, modify, revoke or terminate the Plan, or suspend payment of benefits under the Plan, except with respect to provisions relating to a "change in control" for a three year period following such "change in control". Any amounts remaining in a participant's Stock Account or Cash Account will be forfeited if the participant becomes affiliated with any utility or other company in Indiana, Ohio or Kentucky that competes with CINergy or its subsidiaries. Amounts will also be forfeited if a participant refuses a reasonable request to become a consultant after retiring as a member of the Company's or its subsidiaries' boards of directors. Note G - Unrealized Appreciation of Stock Accounts The unrealized appreciation of assets included in the Plan equity of the Stock Accounts is as follows: BALANCE AS OF DECEMBER 31, 1991 $ 89 797 Change for 1992 113 968 BALANCE AS OF DECEMBER 31, 1992 203 765 Change for 1993 283 591 Less unrealized appreciation on 1993 distributions 487 356 BALANCE AS OF DECEMBER 31, 1993 - Change for 1994 7 578 BALANCE AS OF DECEMBER 31, 1994 $ 7 578 SIGNATURES THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. CINERGY CORP. DIRECTORS' DEFERRED Date: April 24, 1995 COMPENSATION PLAN --------------------------------- (The Plan) /s/ Van P. Smith --------------------------------- (Van P. Smith, Chairman, Compensation Committee) EXHIBIT 99-a-1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report included in this Form 11-K into CINergy Corp.'s previously filed Registration Statement File No. 33-56089. ARTHUR ANDERSEN LLP Indianapolis, Indiana, April 24, 1995. EX-99.B 3 FORM 11-K FOR EMPLOYEE STOCK PURCHASE PLAN Exhibit 99.b UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to Commission File Number 1-11377 CINERGY CORP. EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN (Full title of the plan) CINERGY CORP. (Name of issuer of the securities held pursuant to the plan) 139 East Fourth Street Cincinnati, Ohio 45202 (Address of principal executive offices) FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements Report of Independent Public Accountants Statements of Financial Condition as of December 31, 1994 and 1993 Statements of Income and Other Changes in Plan Equity for the Years Ended December 31, 1994, 1993, and 1992 Notes to Financial Statements Financial Statement Schedules: Schedules I, II, and III are not applicable (b) Exhibits 1) Consent of Independent Public Accountants REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Plan Administrator of the CINergy Corp. Employee Stock Purchase and Savings Plan: We have audited the accompanying statements of financial condition of the CINERGY CORP. EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN as of December 31, 1994 and 1993, and the statements of income and other changes in plan equity for each of the three years in the period ended December 31, 1994. These financial statements are the responsibility of the Plan Administrator. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Plan Administrator, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Plan as of December 31, 1994 and 1993, and the results of its operations and changes in plan equity for each of the three years in the period ended December 31, 1994, in conformity with generally accepted accounting principles. ARTHUR ANDERSEN LLP Cincinnati, Ohio, April 14, 1995 CINERGY CORP. EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN STATEMENTS OF FINANCIAL CONDITION December 31 1994 1993 Cash (Purchase Savings Accounts)(Note C) $368 057 $1 691 098 Plan Equity $368 057 $1 691 098 The accompanying notes are an integral part of these financial statements. CINERGY CORP. EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN STATEMENTS OF INCOME AND OTHER CHANGES IN PLAN EQUITY 1994 1993 1992 Interest income (Purchase Savings Accounts) (Note C) $ 24 426 $ 29 807 $ 71 697 Contributions from participants (Note C) 1 327 527 1 245 118 1 462 710 Purchases of common stock, terminations, and cash withdrawals (Note E) (2 674 994) (58 699) (3 741 897) Income and other changes in Plan equity for the period (1 323 041) 1 216 226 (2 207 490) Plan equity at beginning of the period 1 691 098 474 872 2 682 362 Plan equity at end of the period $ 368 057 $1 691 098 $ 474 872 The accompanying notes are an integral part of these financial statements. CINERGY CORP. EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS Note A - Plan Description On October 18, 1994, the board of directors of CINergy Corp. (CINergy or Company) adopted, and the holders of CINergy's common stock, .01 par value (Common Stock), approved, the CINergy Corp. Employee Stock Purchase and Savings Plan (the Plan) for the benefit of eligible employees (see the Plan prospectus for eligibility criteria) of CINergy and its subsidiaries. Under the Plan, eligible employees may be granted stock options within the meaning of Section 423 of the Internal Revenue Code of 1986 (Code), as amended, to purchase Common Stock. In conjunction with the merger of PSI Resources, Inc., (Resources) with and into the Company on October 24, 1994, the PSI Resources, Inc. Employee Stock Purchase and Savings Plan (the PSI Plan) was merged into the Plan. The PSI Plan contained provisions substantially similar to the Plan. The administrative expenses of the Plan are paid by the Company. Further details of the Plan are provided in the Plan prospectus which has been distributed to all Plan participants. Note B - Accounting Principles The accounts of the Plan are maintained on an accrual basis. Activity and balances related to the PSI plan are reflected in the financial statements as though the PSI Plan has always been part of the Plan. Note C - Investment Program Under the Plan, funds withheld from a participant's compensation during a 26 month offering period are deposited in an interest-bearing account (Purchase Savings Account) in the participants name, either in a bank (the Bank) selected by the Company or in such an account maintained by the Company, as determined by the Plan's administration committee. Interest will be paid by the Bank at a rate at least equal to the rate the Bank pays on a regular statement savings account or at a comparable rate if paid by the Company. The amounts deposited in the Purchase Savings Account, plus interest paid thereon, will equal the total dollar amount the eligible employee may apply toward the purchase of shares of Common Stock pursuant to the Plan. At the end of the offering period, each participant specifies the portion of the Purchase Savings Account to be applied to the purchase of Common Stock at a previously established purchase price. Funds not used to purchase Common Stock are returned to the participant. Under the Plan, the purchase price of each share of Common Stock is equal to the fair market value of a share of Common Stock on the first date of the offering period, less five percent. The fair market value of a share of Common Stock is the average of the high and low sales prices of a share of Common Stock as reported in the New York Stock Exchange Composite Transactions published in The Wall Street Journal for such date or, if no trading occurs on such date, the last date on which trading occurred. The initial offering under the PSI Plan allowed eligible employees the option to purchase Resources' common stock at $16.506 per share on August 31, 1992. The second offering under the PSI Plan allowed for the purchase of Resources' common stock at $18.05 per share on October 31, 1994. With respect to the second offering, an interim distribution was completed in February 1994 as a result of the PSI shareholder approval of the CINergy merger on November 9, 1993. The shareholder approval constituted a change in control under the Plan (see Note F below and the Plan prospectus for further details). Eligible employees purchased 71,188 shares of common stock at $18.05 per share on February 2, 1994 as a result of the interim distribution. The second offering period concluded October 31, 1994, after which the accumulated balance of $1,308,797 was used to purchase Common Stock or distributed in cash to participants. A total of 66,548 shares, valued at $1,174,168 were purchased by participants with the remaining $134,629 distributed in cash. The final option price to purchase Common Stock, adjusted for the merger at the conversion ration of 1.023, was $17.644 per share. The initial offering under the Plan is a continuation of the third offering period under the PSI Plan. The share price established for this offering, which began November 1, 1994 for Energy employees and February 1, 1995 for CG&E employees, is $21.7312. The initial offering is deemed to have commenced on the first day of the third offering period under the PSI Plan and will end on December 31, 1996. The number of employees enrolled in the Plan at December 31, 1994, 1993, and 1992 were 1,065, 721, and 774, respectively. Note D - Income Tax Status The Plan is not regarded as an "employee benefit plan" under Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (ERISA), and, therefore, is not subject to ERISA. The Plan is intended to qualify as an employee stock purchase plan under Section 423 of the Code. Amounts withheld from a participant's compensation for deposit to the participant's Purchase Savings Account are from after tax dollars. Interest on the Purchase Savings Account is taxable to the participant in the year earned. Dividends paid after the shares are purchased are taxable to the participant in the year received. Gains or losses on sales of Common Stock purchased pursuant to the Plan must be reported to the Internal Revenue Service by the participant in the year of sale. Gains and losses may be characterized as ordinary or capital, as described below. Capital losses are available for offset against any capital gains, and in addition, any excess capital losses, whether long- or short-term, are allowed to offset up to $3,000 of ordinary income. Excess capital losses can be carried over to offset income in future years, subject to the same limitations. Section 423 of the Code imposes a holding period of two (2) years from the commencement of the offering period and one (1) year from the date of purchase. If the holding period is met, then the difference between the purchase price and the lesser of the fair market value of the Common Stock (i) on the first day of the offering period, or (ii) on the date of sale, is taxed as ordinary income in the year the Common Stock is sold. Any remaining gain is taxed as long-term capital gain. If the Common Stock is sold for less than the purchase price, the participant has a long-term capital loss. If the holding period is not met, then the difference between the purchase price and the fair market value at the time of purchase is taxed as ordinary income. The difference between the amount received and the purchase price plus the amount of ordinary income is a capital gain or loss. Note E - Purchases of Common Stock and Terminations A participant may at any time, before the end of an offering period, terminate participation in the Plan. Upon termination, all funds, including interest, in the participant's Purchase Savings Account are returned to the participant without penalty. Requests for termination received but not yet processed by the Plan have not been included in the financial statements and total $2,826 at December 31, 1993 and $629 at December 31, 1992. There were no outstanding termination requests at the end of 1994. If a participant's employment with the Company or its subsidiaries is terminated, all funds, including interest, in the participant's Purchase Savings Account are returned to the participant. If termination is due to retirement, the participant may purchase all or fewer than all of the shares of Common Stock which may be purchased with the funds then on deposit in the participant's Purchase Savings Account within three months from the date of retirement but not later than the last day of the offering period. Funds not applied to purchase Common Stock are returned to the participant. If termination is due to death, the participant's legal representative or beneficiary may purchase all or fewer than all of the shares of Common Stock which may be purchased with the funds then on deposit in the participant's Purchase Savings Account within twelve months of the participant's death but not later than the last day of the offering period. Funds not applied to purchase Common Stock will be paid to the participant's legal representative or beneficiary. Note F - Change in Control, Amendment and Termination In the event of a "change in control" of CINergy as defined in the Plan prospectus, each participant has the right within three months from the "change in control" or the purchase date (as defined in the Plan prospectus), whichever is earlier, to elect to purchase all or fewer than all of the shares the participant has the right to purchase. CINergy, at any time by action of its board of directors may alter, amend, modify, revoke or terminate the Plan in whole or in part, or alter or amend any and all terms of participation in an offering made under the Plan, except with respect to provisions related to a "change in control" of the Company for a three year period following such "change in control". SIGNATURES THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. CINERGY CORP. EMPLOYEE STOCK PURCHASE Date: April 24, 1995 AND SAVINGS PLAN ------------------------------------- (The Plan) Van P. Smith ------------------------------------- (Van P. Smith, Chairman, Compensation Committee) Exhibit 99.b.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report included in this Form 11-K into CINergy Corp.'s previously filed Registration Statement File No. 33-56091. ARTHUR ANDERSEN LLP Cincinnati, Ohio, April 24, 1995. -----END PRIVACY-ENHANCED MESSAGE-----