-----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, USVgRZ5rMLgQETkd5dBRf1S8VAMHkJ1j8M2mAzwr2bD/QRR7LjpVqorKBMi4CZ+n +dNH3+zizkWh7QdRiJKA9A== 0000899652-95-000042.txt : 199506300000899652-95-000042.hdr.sgml : 19950630 ACCESSION NUMBER: 0000899652-95-000042 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950629 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: 95550456 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. 2 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 2-11 of the Form 10-K, as submitted in Amendment No. 1, provided pursuant to Item 14(c) of Regulation S-K is hereby amended as Amendment No. 2 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 or with the first amendment thereto. 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.) 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.) 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.) 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.) 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.) 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.) 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.) 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. 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.) 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. 99-c 1994 Form 11-K Annual Report of Energy Union Employees' 401(k) Savings Plan. 99-d 1994 Form 11-K Annual Report of Energy Employees' 401(k) Savings Plan. 99-e 1994 Form 11-K Annual Report of CG&E Deferred Compensation and Investment Plan. 99-f 1994 Form 11-K Annual Report of CG&E Savings Incentive 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: June 28, 1995 By /s/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 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 Vice Chairman, President, June 28, 1995 Attorney-in-fact for all Chief Operating Officer the foregoing persons and Director /s/J. Wayne Leonard Group Vice President June 28, 1995 and Chief Financial Officer (Principal Financial Officer) /s/Jackson H. Randolph Chairman, Chief Executive June 28, 1995 Officer and Director (Principal Executive Officer) /s/Charles J. Winger Comptroller June 28, 1995 (Principal Accounting Officer) EX-99.C 2 1994 FORM 11-K OF ENERGY UNION 401(K) PLAN 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 PSI ENERGY, INC. UNION EMPLOYEES' 401(k) 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, OH 45202 (Address of principal executive offices) FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements Report of Independent Public Accountants Statement of Financial Condition as of December 31, 1994 Statement of Financial Condition as of December 31, 1993 Statement of Income and Other Changes in Plan Equity for the Year Ended December 31, 1994 Notes to Financial Statements Financial Statement Schedules (As Required By The Employee Retirement Income Security Act) Schedule I - Schedule of Assets Held For Investment Purposes - December 31, 1994 Schedule II - Schedule of Reportable Transactions for the year ended December 31, 1994 (b) Exhibits 1) Consent of Independent Public Accountants REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Plan Administrator of the PSI Energy, Inc. Union Employees' 401(k) Savings Plan: We have audited the accompanying statements of financial condition of the PSI ENERGY, INC. UNION EMPLOYEES' 401(k) SAVINGS PLAN as of December 31, 1994 and 1993, and the statement of income and other changes in plan equity for the year ended December 31, 1994. These financial statements and the schedules referred to below are the responsibility of the Plan Administrator. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by 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 the year ended December 31, 1994, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. Schedules I and II are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects, in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP Indianapolis, Indiana, June 2, 1995.
PSI ENERGY, INC. UNION EMPLOYEES' 401(k) SAVINGS PLAN STATEMENT OF FINANCIAL CONDITION AS OF DECEMBER 31, 1994 Participant Directed Aggressive Money Equity Conservative Balanced Bond Market Participant Fund Equity Fund Fund Fund Fund Stock Fund Loan Fund ASSETS Investments (Schedule I) $5,005,390 $2,705,679 $1,653,250 $335,860 $4,112,304 $ 9,159,536 $ 697,594 Contributions receivable (Note E): Participants 45,088 21,642 16,490 3,221 26,538 15,845 - PSI Energy, Inc. - - - - - - - 45,088 21,642 16,490 3,221 26,538 15,845 - NET ASSETS $5,050,478 $2,727,321 $1,669,740 $339,081 $4,138,842 $9,175,381 $ 697,594 PLAN EQUITY $5,050,478 $2,727,321 $1,669,740 $339,081 $4,138,842 $9,175,381 $ 697,594 The accompanying notes are an integral part of these financial statements. Page 1 of 2
PSI ENERGY, INC. UNION EMPLOYEES' 401(k) SAVINGS PLAN STATEMENT OF FINANCIAL CONDITION AS OF DECEMBER 31, 1994 Non-Participant Directed Total Stock Fund Funds ASSETS Investments (Schedule I) $5,440,693 $29,110,306 Contributions receivable (Note E): Participants - 128,824 PSI Energy, Inc. 672,588 672,588 672,588 801,412 NET ASSETS $6,113,281 $29,911,718 PLAN EQUITY $6,113,281 $29,911,718 The accompanying notes are an integral part of these financial statements. Page 2 of 2
PSI ENERGY, INC. UNION EMPLOYEES' 401(k) SAVINGS PLAN STATEMENT OF FINANCIAL CONDITION AS OF DECEMBER 31, 1993 Participant Directed Aggressive Money Equity Conservative Balanced Bond Market Participant Fund Equity Fund Fund Fund Fund Stock Fund Loan Fund ASSETS Investments (Schedule I) $3,883,202 $2,196,279 $1,186,517 $297,309 $3,692,771 $9,362,484 $596,482 Contributions receivable (Note E): Participants 35,108 19,091 10,836 3,147 27,450 13,788 - PSI Energy, Inc. - - - - - - - 35,108 19,091 10,836 3,147 27,450 13,788 - NET ASSETS $3,918,310 $2,215,370 $1,197,353 $300,456 $3,720,221 $9,376,272 $596,482 PLAN EQUITY $3,918,310 $2,215,370 $1,197,353 $300,456 $3,720,221 $9,376,272 $596,482 The accompanying notes are an integral part of these financial statements. Page 1 of 2
PSI ENERGY, INC. UNION EMPLOYEES' 401(k) SAVINGS PLAN STATEMENT OF FINANCIAL CONDITION AS OF DECEMBER 31, 1993 Non-Participant Directed Total Stock Fund Funds ASSETS Investments (Schedule I) $3,562,705 $24,777,749 Contributions receivable (Note E): Participants - 109,420 PSI Energy, Inc. 531,579 531,579 531,579 640,999 NET ASSETS $4,094,284 $25,418,748 PLAN EQUITY $4,094,284 $25,418,748 The accompanying notes are an integral part of these financial statements. Page 2 of 2
PSI ENERGY, INC. UNION EMPLOYEES' 401(k) SAVINGS PLAN STATEMENT OF INCOME AND OTHER CHANGES IN PLAN EQUITY FOR THE YEAR ENDED DECEMBER 31, 1994 Participant Directed Aggressive Money Equity Conservative Balanced Bond Market Fund Equity Fund Fund Fund Fund Investment income Interest $ - $ - $ - $ - $ - Dividends 166,331 243,236 61,237 22,901 153,050 Net realized and unrealized depreciation of assets (252,438) (243,886) (166,997) (31,914) - (86,107) (650) (105,760) (9,013) 153,050 Contributions (Notes D and E) Participants 1,128,368 562,425 416,718 84,464 704,042 PSI Energy, Inc. - - - - - Rollovers 12 - 6 - - Transfers (to)/from Employees' 401(k) Savings Plan, net (502) 4,379 (144) 149 2,694 Withdrawals (44,898) (38,540) (53,993) (5,497) (93,633) 1,082,980 528,264 362,587 79,116 613,103 Transfers between funds 135,295 (15,663) 215,560 (31,478) (347,532) Income and other changes in Plan equity for the year 1,132,168 511,951 472,387 38,625 418,621 Plan equity at beginning of the year 3,918,310 2,215,370 1,197,353 300,456 3,720,221 Plan equity at end of the year $5,050,478 $2,727,321 $1,669,740 $339,081 $4,138,842 The accompanying notes are an integral part of these financial statements. Page 1 of 2
PSI ENERGY, INC. UNION EMPLOYEES' 401(k) SAVINGS PLAN STATEMENT OF INCOME AND OTHER CHANGES IN PLAN EQUITY FOR THE YEAR ENDED DECEMBER 31, 1994 Non-Participant Participant Directed Directed Participant Total Stock Fund Loan Fund Stock Fund Funds Investment income Interest $ - $ 38,719 $ - $ 38,719 Dividends 443,012 - 221,777 1,311,544 Net realized and unrealized depreciation of assets (828,526) - (219,866) (1,743,627) (385,514) 38,719 1,911 (393,364) Contributions (Notes D and E) Participants 406,056 - - 3,302,073 PSI Energy, Inc. - - 2,074,513 2,074,513 Rollovers 6 - - 24 Transfers (to)/from Employees' 401(k) Savings Plan, net 2,782 - 3,558 12,916 Withdrawals (204,993) (11,623) (50,015) (503,192) 203,851 (11,623) 2,028,056 4,886,334 Transfers between funds (19,228) 74,016 (10,970) - Income and other changes in Plan equity for the year (200,891) 101,112 2,018,997 4,492,970 Plan equity at beginning of the year 9,376,272 596,482 4,094,284 25,418,748 Plan equity at end of the year $9,175,381 $697,594 $ 6,113,281 $29,911,718 The accompanying notes are an integral part of these financial statements. Page 2 of 2
PSI ENERGY, INC. UNION EMPLOYEES' 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS Note A - Plan Description: The PSI Energy, Inc. Union Employees' 401(k) Savings Plan (Plan) is a defined contribution plan covering union employees of PSI Energy, Inc. (Energy) who meet minimum age and service requirements. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974. The administrative expenses of the Plan are paid by Energy. Further details of the Plan are provided in the Summary Plan Description which has been distributed to all Plan participants. The Trustee of the Plan is U.S. Trust Company of California, N.A. Note B - Accounting Principles: The accounts of the Plan are maintained on an accrual basis. Assets of the Plan are valued at current market value. Requests for withdrawal received but not yet processed by the Plan have not been reflected in the financial statements and total $2,600 for 1994 and $16,983 for 1993. The 1993 financial statements have been restated to conform to the presentation of the 1994 financial statements. Note C - Income Tax Status: On November 30, 1994 Energy filed with the Internal Revenue Service an initial request for determination that the Plan is a qualified plan under Section 401(a) and the trust is exempt from Federal income tax under Section 501(a) of the Internal Revenue Code of 1986 (Code). Energy believes the Plan is currently operating as a qualified plan under Section 401(a), and Energy intends to make any additional amendments to the Plan which may be required by the Internal Revenue Service as a condition to the issuance of such a determination letter. The discussion of Federal income tax effect to participants that follows assumes a favorable determination by the Internal Revenue Service regarding qualification of the Plan. Federal Income Tax Effect to Participants a. General Qualification of the Plan under Section 401(a) of the Code means that a participant is not subject to Federal income taxes on amounts contributed to the participant's Deferred Compensation Account (pre-tax participant contributions), Company Matching Account (Energy contributions) and Incentive Matching Account (Energy contributions based on meeting certain corporate goals), or earnings thereon, until such amounts are distributed to the participant or to a beneficiary in the event of the participant's death. Contributions to the participant's Deferred Compensation Account are subject to Federal employment (FICA) taxes and may be subject to certain state and local income taxes. b. Contributions to Participants' Accounts Contributions to a participant's Deferred Compensation Account reduce the amount of compensation subject to Federal income tax to the extent of the contributions. The Code limits the average of the percentages of annual compensation deferred under the Plan by "highly compensated employees" to a certain multiple of the average of the percentages of annual compensation deferred by eligible employees who are not "highly compensated employees." The total of a participant's Deferred Compensation Contributions under the Plan plus, in the case of a participant who during the year was also employed by an organization other than Energy, all similar contributions made by or for the participant under a comparable plan maintained by such other employer cannot exceed $7,000, as adjusted under Code Section 415(g)(5) beginning January 1, 1988 (the applicable amount for 1994 is $9,240). The Plan also permits participants to make After-Tax Contributions to the Plan. The sum of all contributions (including contributions to a participant's Deferred Compensation Account, Company Matching Account, Incentive Matching Account and After-Tax Contribution Account under the Plan) to all qualified defined contribution plans and qualified defined benefit plans maintained by Energy cannot exceed the lesser of (i) 25% of the participant's earnings for the plan year or (ii) $30,000 or, if greater, one-fourth of the dollar limitation then in effect pursuant to Code Section 415(d) or allowable under Code Section 415(c)(6). c. Penalty Tax on Distributions Before Age 59 1/2 If, prior to age 59 1/2, a distribution is received from the participant's Deferred Compensation Account, Company Matching Account or Incentive Matching Account, such distribution is taxed as ordinary income and may be subject to an additional 10% penalty tax unless one of the statutory exceptions to such penalty tax applies. Similarly, distributions prior to age 59 1/2 from a participant's After-Tax Contribution Account must include a prorated portion of earnings. Such earnings are taxed as ordinary income and may be subject to the 10% penalty tax unless one of the statutory exceptions to the penalty tax applies. Distributions made after age 59 1/2 from a participant's Deferred Compensation Account, Company Matching Account or Incentive Matching Account are taxed as ordinary income. Distributions made after age 59 1/2 from a participant's After-Tax Contribution Account must include a prorated portion of earnings and such earnings are taxed as ordinary income. d. Distribution Upon Disability or Termination of Employment The Plan provides that distribution upon disability, retirement, death, or termination of employment may be made in a lump sum or in a series of equal annual installments over a period not to exceed the lesser of 10 years, the participant's life expectancy, or the joint life expectancy of the participant and the participant's beneficiary. If the distribution is made in a lump sum, the entire amount distributed from a participant's Deferred Compensation Account, Company Matching Account or Incentive Matching Account, or the amount of earnings distributed from the After-Tax Contribution Account, may qualify for special rules applicable to lump sum distributions. Otherwise, such amount is taxed as ordinary income. The qualifying amount of the lump sum distribution may be eligible in certain circumstances for 5-year or 10-year averaging. If a lump sum distribution from the Plan includes shares of CINergy Corp. (CINergy) common stock, taxation of such distribution is deferred until the recipient makes a taxable disposition of the shares. If the distribution of a participant's Deferred Compensation Account, Company Matching Account or Incentive Matching Account is made in installments, then each payment is taxed as ordinary income. If the distribution of a participant's After-Tax Contribution Account is made in installments, then the portion of each payment representing earnings is taxed as ordinary income. If an installment payment includes shares of CINergy common stock, taxation of such distribution is deferred until the recipient makes a taxable disposition of the shares. e. Rollover of a Distribution If a distribution is made in a lump sum, the participant may, under certain circumstances, roll over to a qualified employee benefit trust described in Section 401(a) of the Code or an individual retirement account described in Section 408 of the Code the entire amount distributed from his Deferred Compensation Account, Company Matching Account or Incentive Matching Account, or the amount of earnings distributed from his After-Tax Contribution Account. If a participant's spouse receives a lump sum distribution as a result of the participant's death, the spouse may defer taxation of the entire amount distributed from the participant's Deferred Compensation Account, Company Matching Account or Incentive Matching Account, or the amount of earnings distributed from the participant's After-Tax Contribution Account, to the extent that such amount is contributed to an individual retirement account in accordance with applicable law. Note D - Investment Programs: The investment programs of the Plan are as follows: Participant contributions - Upon enrollment or re-enrollment, participants shall direct that their contributions, including any rollover contributions, be invested in one or more of the following investment options: - Aggressive Equity Fund The Aggressive Equity Fund invests in equities, bonds, governmental notes or instruments, or mutual funds or pooled funds investing in such securities, as determined by Energy, with the principal purpose of seeking maximum appreciation in value. - Conservative Equity Fund The Conservative Equity Fund invests in equities, bonds, governmental notes or instruments, or mutual funds or pooled funds investing in such securities, as determined by Energy, with the principal purpose of matching or exceeding the performance of a recognized index of stocks or securities. - Balanced Fund The Balanced Fund invests in equities, bonds and short-term instruments, as determined by Energy, with the principal purpose of reducing risk over the long term by diversifying holdings among the three asset groups and within the groups. - Bond Fund The Bond Fund invests in securities that include obligations of the U.S. treasury, U.S. Agencies, corporations, mortgage-backed obligations, and U.S. dollar-denominated obligations of foreign governments with the principal purpose of seeking current income consistent with the preservation of capital. - Stock Fund The Stock Fund invests primarily in common stock of CINergy Corp., the parent company of Energy. (See Note H) - Money Market Fund The Money Market Fund invests in high quality money market instruments including certificates of deposit, commercial paper, short-term corporate and U.S. Government obligations and bankers' acceptances issued by major banks. The purpose of the Fund is to seek high money market yields while maintaining preservation of capital. Energy contributions - Energy provides a discretionary matching contribution as determined by Energy's Board of Directors. The matching percentage and the maximum percentage of compensation to be used in the calculation of the matching contributions will be determined by Energy's Board of Directors with respect to each plan year. Matching contributions are vested immediately. All Energy contributions are invested in the Stock Fund; however, participants may elect to transfer funds from the Stock Fund into another fund as described above, if the Stock Fund investments were contributed prior to January 1, 1992. On January 1, 1992, Energy's Board of Directors approved an increase in the matching contribution and also approved an incentive matching contribution if Energy meets certain goals established by the Board. The matching and incentive matching funds contributed after January 1, 1992 must remain in the Stock Fund until the participant reaches age 55 and are shown on the Statement of Financial Condition and Statement of Income and Other Changes in Plan Equity as "Non-Participant Directed" funds. The number of Plan participants invested in each fund was as follows: December 31, 1994 1993 Aggressive Equity Fund 969 885 Conservative Equity Fund 649 623 Balanced Fund 387 302 Bond Fund 155 161 Money Market Fund 735 774 Stock Fund 1601 1,512 Note E - Contributions Receivable: Amounts include investments made in the month subsequent to the date of the financial statements of $185,346 and $159,326 for 1994 and 1993, respectively, and the incentive matching contribution of $616,066 and $481,673 for 1994 and 1993, respectively. Note F - Party-in-Interest and Reportable Transactions: Transactions in CINergy stock qualify as party-in-interest transactions, since CINergy Corp. is the employer of employees covered by the Plan. In addition, all transactions involving the mutual funds are party-in-interest transactions, since Fidelity Investments manages the funds and is the recordkeeper for the Plan. See Schedule II for a Summary of Reportable Transactions. Note G - Participant Loan Fund: The Plan permits participants to borrow from their Deferred Compensation Account and ESOP rollover account subject to Department of Labor regulations. A participant may have up to three loans outstanding at any one time. Participants select the repayment period, not to exceed 54 months. The annual interest rate is determined using comparable factors applied by commercial banks in making loan decisions. The maximum amount available for a loan is fifty percent (50%) of the eligible account balances to a maximum of $50,000. The amount used to secure a loan is 50% of the eligible account balances. Note H - Reorganization of Plan Sponsor's Parent: In October 1994, PSI Resources, Inc. (Resources), parent company of Energy, and The Cincinnati Gas & Electric Company effected a corporate reorganization which resulted in a newly formed corporation named CINergy Corp. (CINergy). CINergy is a registered holding company under the Public Utility Holding Company Act of 1935. Energy is an operating subsidiary of CINergy. Pursuant to the reorganization, each outstanding share of common stock of Resources in the Stock Fund was exchanged for 1.023 shares of CINergy common stock, $.01 par value. Note I - Reconciliation of Financial Statements to Form 5500: The following is a reconciliation of Plan equity per the financial statements to net assets per the Form 5500: December 31, 1994 Plan equity per financial statements $29,911,718 Amounts allocated to withdrawing participants (2,600) Net assets per Form 5500 $29,909,118 The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: Year ended December 31, 1994 Withdrawals per financial statements $ 503,192 Add: Amounts allocated to withdrawing participants at December 31, 1994 2,600 Benefits paid to participants per Form 5500 $ 505,792 Amounts allocated to withdrawing participants are recorded on the Form 5500 for distributions that have been processed and approved for payment prior to December 31 but not yet paid as of that date. Schedule I PSI ENERGY, INC. UNION EMPLOYEES' 401(k) SAVINGS PLAN EIN 35-0594457 PLAN 101 ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1994 Approximate Market Value Investment Shares Cost Amount % Aggressive Equity Fund *Fidelity Magellan Fund 74,930.982 $ 4,972,133 $ 5,005,390 17.2 Conservative Equity Fund *Fidelity Equity- Income Fund 88,132.880 2,603,665 2,705,679 9.3 Balanced Fund *Fidelity Asset Manager Fund 119,540.845 1,745,089 1,653,250 5.7 Bond Fund *Fidelity U.S. Bond Index Fund 33,687.069 364,004 335,860 1.1 Money Market Fund *Fidelity Retirement Money Market - 4,112,304 4,112,304 14.1 Stock Fund *CINergy Corp. Common Stock, $.01 Par Value - Participant Directed 389,767.462 6,816,670 9,159,536 31.5 - Non-Participant Directed 231,518.870 4,860,617 5,440,693 18.7 Participant Loan Fund Interest 5.35%-6.95% - 697,594 697,594 2.4 TOTAL INVESTMENTS $26,172,076 $29,110,306 100.0 *Denotes a party-in-interest transaction
Schedule II PSI ENERGY, INC. UNION EMPLOYEES' 401(k) SAVINGS PLAN EIN 35-0594457 PLAN 101 ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1994 Current Value Net Number of Purchase Selling Book Value of Asset on Realized Transactions Price Price of Asset Sold Transaction Date Gain/(Loss) Purchases CINergy Stock Fund 15 $14,655,721 $ - $ - $14,655,721 $ - PSI Stock Fund 51 1,097,867 - - 1,097,867 - Fidelity Magellan Fund 94 1,374,723 - - 1,374,723 - Fidelity Retirement Money Market Fund 88 1,073,886 - - 1,073,886 - Sales CINergy Stock Fund 8 - 55,492 50,486 55,492 5,006 PSI Stock Fund 39 - 14,023,056 14,130,567 14,023,056 (107,511) Fidelity Magellan Fund 39 - 252,535 242,782 252,535 9,753 Fidelity Retirement Money Market Fund 83 - 654,353 654,353 654,353 -
SIGNATURES THE PLAN. Pursuant to the requirements of the Securities Exchange Act on 1934, the Plan Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. PSI ENERGY, INC. UNION EMPLOYEES' 401(k) Date: June 28, 1995 SAVINGS PLAN (The Plan) Jerry W. Liggett (Jerry W. Liggett, Plan Administrator) EXHIBIT 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. 33-56067. ARTHUR ANDERSEN LLP Indianapolis, Indiana, June 28, 1995. EX-99.D 3 1994 FORM 11-K OF ENERGY 401(K) PLAN 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 PSI ENERGY, INC. EMPLOYEES' 401(k) 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, OH 45202 (Address of principal executive offices) FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements Report of Independent Public Accountants Statement of Financial Condition as of December 31, 1994 Statement of Financial Condition as of December 31, 1993 Statement of Income and Other Changes in Plan Equity for the Year Ended December 31, 1994 Notes to Financial Statements Financial Statement Schedules (As Required By The Employee Retirement Income Security Act) Schedule I - Schedule of Assets Held For Investment Purposes - December 31, 1994 Schedule II - Schedule of Reportable Transactions for the year ended December 31, 1994 (b) Exhibits 1) Consent of Independent Public Accountants REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Plan Administrator of the PSI Energy, Inc. Employees' 401(k) Savings Plan: We have audited the accompanying statements of financial condition of the PSI ENERGY, INC. EMPLOYEES' 401(k) SAVINGS PLAN as of December 31, 1994 and 1993, and the statement of income and other changes in plan equity for the year ended December 31, 1994. These financial statements and the schedules referred to below are the responsibility of the Plan Administrator. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by 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 the year ended December 31, 1994, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. Schedules I and II are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects, in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP Indianapolis, Indiana, June 2, 1995.
PSI ENERGY, INC. EMPLOYEES' 401(k) SAVINGS PLAN STATEMENT OF FINANCIAL CONDITION AS OF DECEMBER 31, 1994 Participant Directed Aggressive Money Equity Conservative Balanced Bond Market Participant Fund Equity Fund Fund Fund Fund Stock Fund Loan Fund ASSETS Investments (Schedule I) $17,867,496 $8,676,496 $3,390,608 $938,201 $6,969,909 $15,790,585 $1,501,910 Contributions receivable (Note E): Participants 102,948 50,428 26,957 7,901 27,654 16,499 - PSI Energy, Inc. - - - - - - - 102,948 50,428 26,957 7,901 27,654 16,499 - NET ASSETS $17,970,444 $8,726,924 $3,417,565 $946,102 $6,997,563 $15,807,084 $1,501,910 PLAN EQUITY $17,970,444 $8,726,924 $3,417,565 $946,102 $6,997,563 $15,807,084 $1,501,910 The accompanying notes are an integral part of these financial statements. Page 1 of 2
PSI ENERGY, INC. EMPLOYEES' 401(k) SAVINGS PLAN STATEMENT OF FINANCIAL CONDITION AS OF DECEMBER 31, 1994 Non-Participant Directed Total Stock Fund Funds ASSETS Investments (Schedule I) $ 9,442,504 $64,577,709 Contributions receivable (Note E): Participants - 232,387 PSI Energy, Inc. 1,112,184 1,112,184 1,112,184 1,344,571 NET ASSETS $10,554,688 $65,922,280 PLAN EQUITY $10,554,688 $65,922,280 The accompanying notes are an integral part of these financial statements. Page 2 of 2
PSI ENERGY, INC. EMPLOYEES' 401(k) SAVINGS PLAN STATEMENT OF FINANCIAL CONDITION AS OF DECEMBER 31, 1993 Participant Directed Aggressive Money Equity Conservative Balanced Bond Market Participant Fund Equity Fund Fund Fund Fund Stock Fund Loan Fund ASSETS Investments (Schedule I) $16,644,317 $8,031,599 $2,664,054 $947,394 $7,093,553 $17,299,156 $1,647,447 Contributions receivable (Note E): Participants 93,544 46,320 20,568 8,179 33,515 15,407 - PSI Energy, Inc. - - - - - - - 93,544 46,320 20,568 8,179 33,515 15,407 - NET ASSETS $16,737,861 $8,077,919 $2,684,622 $955,573 $7,127,068 $17,314,563 $1,647,447 PLAN EQUITY $16,737,861 $8,077,919 $2,684,622 $955,573 $7,127,068 $17,314,563 $1,647,447 The accompanying notes are an integral part of these financial statements. Page 1 of 2
PSI ENERGY, INC. EMPLOYEES' 401(k) SAVINGS PLAN STATEMENT OF FINANCIAL CONDITION AS OF DECEMBER 31, 1993 Non-Participant Directed Total Stock Fund Funds ASSETS Investments (Schedule I) $6,587,590 $60,915,110 Contributions receivable (Note E): Participants - 217,533 PSI Energy, Inc. 974,701 974,701 974,701 1,192,234 NET ASSETS $7,562,291 $62,107,344 PLAN EQUITY $7,562,291 $62,107,344 The accompanying notes are an integral part of these financial statements. Page 2 of 2
PSI ENERGY, INC. EMPLOYEES' 401(k) SAVINGS PLAN STATEMENT OF INCOME AND OTHER CHANGES IN PLAN EQUITY FOR THE YEAR ENDED DECEMBER 31, 1994 Participant Directed Aggressive Money Equity Conservative Balanced Bond Market Fund Equity Fund Fund Fund Fund Investment income Interest $ - $ - $ - $ - $ - Dividends 675,949 827,493 129,798 66,703 283,015 Net realized and unrealized depreciation of assets (1,012,904) (822,741) (355,817) (89,831) - (336,955) 4,752 (226,019) (23,128) 283,015 Contributions (Notes D and E) Participants 2,610,341 1,286,033 699,083 221,731 774,780 PSI Energy, Inc. - - - - - Rollovers 64,719 47,500 46,890 9,270 9,270 Transfers (to)/from Union Employees' 401(k) Savings Plan, net 502 (4,379) 144 (149) (2,694) Withdrawals (1,272,939) (640,016) (473,900) (56,387) (684,477) 1,402,623 689,138 272,217 174,465 96,879 Transfers between funds 166,915 (44,885) 686,745 (160,808) (509,399) Income and other changes in Plan equity for the year 1,232,583 649,005 732,943 (9,471) (129,505) Plan equity at beginning of the year 16,737,861 8,077,919 2,684,622 955,573 7,127,068 Plan equity at end of the year $17,970,444 $8,726,924 $3,417,565 $946,102 $ 6,997,563 The accompanying notes are an integral part of these financial statements. Page 1 of 2
PSI ENERGY, INC. EMPLOYEES' 401(k) SAVINGS PLAN STATEMENT OF INCOME AND OTHER CHANGES IN PLAN EQUITY FOR THE YEAR ENDED DECEMBER 31, 1994 Non-Participant Participant Directed Directed Participant Total Stock Fund Loan Fund Stock Fund Funds Investment income Interest $ - $ 96,549 $ - $ 96,549 Dividends 813,329 - 403,074 3,199,361 Net realized and unrealized depreciation of assets (1,621,217) - (442,145) (4,344,655) (807,888) 96,549 (39,071) (1,048,745) Contributions (Notes D and E) Participants 427,245 - - 6,019,213 PSI Energy, Inc. - - 3,501,566 3,501,566 Rollovers 33,906 - - 211,555 Transfers (to)/from Union Employees' 401(k) Savings Plan, net (2,782) - (3,558) (12,916) Withdrawals (1,161,777) (109,576) (456,665) (4,855,737) (703,408) (109,576) 3,041,343 4,863,681 Transfers between funds 3,817 (132,510) (9,875) - Income and other changes in Plan equity for the year (1,507,479) (145,537) 2,992,397 3,814,936 Plan equity at beginning of the year 17,314,563 1,647,447 7,562,291 62,107,344 Plan equity at end of the year $15,807,084 $1,501,910 $10,554,688 $65,922,280 The accompanying notes are an integral part of these financial statements. Page 2 of 2
PSI ENERGY, INC. EMPLOYEES' 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS Note A - Plan Description: The PSI Energy, Inc. Employees' 401(k) Savings Plan (Plan) is a defined contribution plan for PSI Energy, Inc. (Energy) non-union employees who meet minimum age and service requirements. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974. The administrative expenses of the Plan are paid by Energy. Further details of the Plan are provided in the Summary Plan Description which has been distributed to all Plan participants. The trustee of the Plan is U.S. Trust Company of California, N.A. Note B - Accounting Principles: The accounts of the Plan are maintained on an accrual basis. Assets of the Plan are valued at current market value. Requests for withdrawal received but not yet processed by the Plan have not been reflected in the financial statements. There was a total of $232,324 for 1994, but there were no such requests in 1993. The 1993 financial statements have been restated to conform to the presentation of the 1994 financial statements. Note C - Income Tax Status: On November 30, 1994, Energy filed with the Internal Revenue Service, an initial request for determination that the Plan is a qualified plan under Section 401(a) and the trust is exempt from Federal income tax under Section 501(a) of the Internal Revenue Code of 1986 (Code). Energy believes the Plan is currently operating as a qualified plan under Section 401(a), and Energy intends to make any additional amendments to the Plan which may be required by the Internal Revenue Service as a condition to the issuance of such a determination letter. The discussion of Federal income tax effect to participants that follows assumes a favorable determination by the Internal Revenue Service regarding qualification of the Plan. Federal Income Tax Effect to Participants a. General Qualification of the Plan under Section 401(a) of the Code means that a participant is not subject to Federal income taxes on amounts contributed to the participant's Deferred Compensation Account (pre-tax participant contributions), Company Matching Account (Energy contributions) and Incentive Matching Account (Energy contributions based on meeting certain corporate goals), or earnings thereon, until such amounts are distributed to the participant or to a beneficiary in the event of the participant's death. Contributions to the participant's Deferred Compensation Account are subject to Federal employment (FICA) taxes and may be subject to certain state and local income taxes. b. Contributions to Participants' Accounts Contributions to a participant's Deferred Compensation Account reduce the amount of compensation subject to Federal income tax to the extent of the contributions. The Code limits the average of the percentages of annual compensation deferred under the Plan by "highly compensated employees" to a certain multiple of the average of the percentages of annual compensation deferred by eligible employees who are not "highly compensated employees." The total of a participant's Deferred Compensation Contributions under the Plan plus, in the case of a participant who during the year was also employed by an organization other than Energy, all similar contributions made by or for the participant under a comparable plan maintained by such other employer cannot exceed $7,000, as adjusted under Code Section 415(g)(5) beginning January 1, 1988 (the applicable amount for 1994 is $9,240). The Plan also permits participants to make After-Tax contributions to the Plan. The sum of all contributions (including contributions to a participant's Deferred Compensation Account, Company Matching Account, Incentive Matching Account and After-Tax Contribution Account under the Plan) to all qualified defined contribution plans and qualified defined benefit plans maintained by Energy cannot exceed the lesser of (i) 25% of the participant's earnings for the Plan year or (ii) $30,000 or, if greater, one-fourth of the dollar limitation then in effect pursuant to Code Section 415(d) or allowable under Code Section 415(c)(6). c. Penalty Tax on Distributions Before Age 59 1/2 If, prior to age 59 1/2, a distribution is received from the participant's Deferred Compensation Account, Company Matching Account or Incentive Matching Account, such distribution is taxed as ordinary income and may be subject to an additional 10% penalty tax unless one of the statutory exceptions to such penalty tax applies. Similarly, distributions prior to age 59 1/2 from a participant's After-Tax Contribution Account must include a prorated portion of earnings. Such earnings are taxed as ordinary income and may be subject to the 10% penalty tax unless one of the statutory exceptions to the penalty tax applies. Distributions made after age 59 1/2 from a participant's Deferred Compensation Account, Company Matching Account or Incentive Matching Account are taxed as ordinary income. Distributions made after age 59 1/2 from a participant's After-Tax Contribution Account must include a prorated portion of earnings and such earnings are taxed as ordinary income. d. Distribution Upon Disability or Termination of Employment The Plan provides that distribution upon disability, retirement, death, or termination of employment may be made in a lump sum or in a series of equal annual installments over a period not to exceed the lesser of 10 years, the participant's life expectancy, or the joint life expectancy of the participant and the participant's beneficiary. If the distribution is made in a lump sum, the entire amount distributed from a participant's Deferred Compensation Account, Company Matching Account or Incentive Matching Account, or the amount of earnings distributed from the After-Tax Contribution Account, may qualify for special rules applicable to lump sum distributions. Otherwise, such amount is taxed as ordinary income. The qualifying amount of the lump sum distribution may be eligible in certain circumstances for 5-year or 10-year averaging. If a lump sum distribution from the Plan includes shares of CINergy Corp. (CINergy) common stock, taxation of such distribution is deferred until the recipient makes a taxable disposition of the shares. If the distribution of a participant's Deferred Compensation Account, Company Matching Account or Incentive Matching Account is made in installments, then each payment is taxed as ordinary income. If the distribution of a participant's After-Tax Contribution Account is made in installments, then the portion of each payment representing earnings is taxed as ordinary income. If an installment payment includes shares of CINergy common stock, taxation of such distribution is deferred until the recipient makes a taxable disposition of the shares. e. Rollover of a Distribution If a distribution is made in a lump sum, the participant may, under certain circumstances, roll over to a qualified employee benefit trust described in Section 401(a) of the Code or an individual retirement account described in Section 408 of the Code the entire amount distributed from his Deferred Compensation Account, Company Matching Account or Incentive Matching Account, or the amount of earnings distributed from his After-Tax Contribution Account. If a participant's spouse receives a lump sum distribution as a result of the participant's death, the spouse may defer taxation of the entire amount distributed from the participant's Deferred Compensation Account, Company Matching Account or Incentive Matching Account, or the amount of earnings distributed from the participant's After-Tax Contribution Account, to the extent that such amount is contributed to an individual retirement account in accordance with applicable law. Note D - Investment Programs: The investment programs of the Plan are as follows: Participant contributions - Upon enrollment or re-enrollment, participants shall direct that their contributions, including any rollover contributions, be invested in one or more of the following investment options: - Aggressive Equity Fund The Aggressive Equity Fund invests in equities, bonds, governmental notes or instruments, or mutual funds or pooled funds investing in such securities, as determined by Energy, with the principal purpose of seeking maximum appreciation in value. - Conservative Equity Fund The Conservative Equity Fund invests in equities, bonds, governmental notes or instruments, or mutual funds or pooled funds investing in such securities, as determined by Energy, with the principal purpose of matching or exceeding the performance of a recognized index of stocks or securities. - Balanced Fund The Balanced Fund invests in equities, bonds and short-term instruments, as determined by Energy, with the principal purpose of reducing risk over the long term by diversifying holdings among the three asset groups and within the groups. - Bond Fund The Bond Fund invests in securities that include obligations of the U.S. Treasury, U.S. Agencies, corporations, mortgage-backed obligations, and U.S. dollar-denominated obligations of foreign governments with the principal purpose of seeking current income consistent with the preservation of capital. - Stock Fund The Stock Fund invests primarily in common stock of CINergy Corp., the parent company of Energy. (See Note H) - Money Market Fund The Money Market Fund invests in high quality money market instruments including certificates of deposit, commercial paper, short-term corporate and U.S. Government obligations and bankers' acceptances issued by major banks. The purpose of the Fund is to seek high money market yields while maintaining preservation of capital. Energy contributions - Energy provides a discretionary matching contribution as determined by Energy's Board of Directors. The matching percentage and the maximum percentage of compensation to be used in the calculation of the matching contributions will be determined by Energy's Board of Directors with respect to each plan year. Matching contributions are vested immediately. All Energy contributions are invested in the Stock Fund; however, participants may elect to transfer funds from the Stock Fund into another fund as described above, if the Stock Fund investments were contributed prior to January 1, 1992. On January 1, 1992, Energy's Board of Directors approved an increase in the matching contributions and also approved an incentive matching contribution if Energy meets certain goals established by the Board. The matching and incentive matching funds contributed after January 1, 1992 must remain in the Stock Fund until the participant reaches age 55, and are shown on the Statement of Financial Condition and Statement of Income and Other Changes in Plan Equity as "Non-Participant Directed" funds. The number of Plan participants invested in each fund was as follows: December 31, 1994 1993 Aggressive Equity Fund 1,680 1,698 Conservative Equity Fund 1,264 1,288 Balanced Fund 617 534 Bond Fund 333 370 Money Market Fund 1,075 1,202 Stock Fund 2,364 2,293 Note E - Contributions Receivable: Amounts include investments made in the month subsequent to the date of the financial statements of $336,730 and $314,321 for 1994 and 1993, respectively, and the incentive matching contribution of $1,007,841 and $877,913 for 1994 and 1993, respectively. Note F - Party-in-Interest and Reportable Transactions: Transactions in CINergy stock qualify as party-in-interest transactions, since CINergy Corp. is the employer of employees covered by the Plan. In addition, all transactions involving the mutual funds are party-in-interest transactions, since Fidelity Investments manages the funds and is the recordkeeper for the Plan. See Schedule II for a Summary of Reportable Transactions. Note G - Participant Loan Fund: The Plan permits participants to borrow from their Deferred Compensation Account and ESOP rollover account subject to Department of Labor regulations. A participant may have up to three loans outstanding at any one time. Participants select the repayment period, not to exceed 54 months. The annual interest rate is determined using comparable factors applied by commercial banks in making loan decisions. The maximum amount available for a loan is fifty percent (50%) of the eligible account balances to a maximum of $50,000. The amount used to secure a loan is 50% of the eligible account balances. Note H - Reorganization of Plan Sponsor's Parent: In October 1994, PSI Resources, Inc. (Resources), parent company of Energy, and The Cincinnati Gas & Electric Company effected a corporate reorganization which resulted in a newly formed corporation named CINergy Corp. (CINergy). CINergy is a registered holding company under the Public Utility Holding Company Act of 1935. Energy is an operating subsidiary of CINergy. Pursuant to the reorganization, each outstanding share of common stock of Resources in the Stock Fund was exchanged for 1.023 shares of CINergy common stock, $.01 par value. Note I - Reconciliation of Financial Statements to Form 5500: The following is a reconciliation of Plan equity per the financial statements to net assets per the Form 5500: December 31, 1994 Plan equity per financial statements $65,922,280 Amounts allocated to withdrawing participants (232,324) Net assets per Form 5500 $65,689,956 The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: Year ended December 31, 1994 Withdrawals per financial statements $ 4,855,737 Add: Amounts allocated to withdrawing participants at December 31, 1994 232,324 Benefits paid to participants per Form 5500 $ 5,088,061 Amounts allocated to withdrawing participants are recorded on the Form 5500 for distributions that have been processed and approved for payment prior to December 31 but not yet paid as of that date. Schedule I PSI ENERGY, INC. EMPLOYEES' 401(k) SAVINGS PLAN EIN 35-0594457 PLAN 102 ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1994 Approximate Market Value Investment Shares Cost Amount % Aggressive Equity Fund *Fidelity Magellan Fund 267,477.490 $17,192,093 $17,867,496 27.7 Conservative Equity Fund *Fidelity Equity- Income Fund 282,622.003 8,158,217 8,676,496 13.4 Balanced Fund *Fidelity Asset Manager Fund 245,163.277 3,554,222 3,390,608 5.2 Bond Fund *Fidelity U.S. Bond Index Fund 94,102.379 1,015,738 938,201 1.5 Money Market Fund *Fidelity Retirement Money Market - 6,969,909 6,969,909 10.8 Stock Fund *CINergy Corp. Common Stock, $.01 Par Value - Participant Directed 671,939.803 11,560,940 15,790,585 24.5 - Non-Participant Directed 401,808.683 8,412,596 9,442,504 14.6 Participant Loan Fund Interest 5.35%-6.95% - 1,501,910 1,501,910 2.3 TOTAL INVESTMENTS $58,365,625 $64,577,709 100.0 *Denotes a party-in-interest transaction
Schedule II PSI ENERGY, INC. EMPLOYEES' 401(k) SAVINGS PLAN EIN 35-0594457 PLAN 102 ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1994 Current Value Net Number of Purchase Selling Book Value of Asset on Realized Transactions Price Price of Asset Sold Transaction Date Gain/(Loss) Purchases CINergy Stock Fund 19 $25,592,775 $ - $ - $25,592,775 $ - PSI Stock Fund 54 4,485,307 - - 4,485,307 - Fidelity Magellan Fund 123 4,156,600 - - 4,156,600 - Fidelity Equity Income Fund 109 2,630,121 - - 2,630,121 - Fidelity Retirement Money Market Fund 124 1,789,469 - - 1,789,469 - Sales CINergy Stock Fund 8 - 1,135,308 951,598 1,135,308 183,710 PSI Stock Fund 42 - 25,533,069 25,751,307 25,533,069 (218,238) Fidelity Magellan Fund 58 - 1,920,516 1,839,801 1,920,516 80,715 Fidelity Equity Income Fund 65 - 1,162,484 1,035,256 1,162,484 127,228 Fidelity Retirement Money Market Fund 113 - 1,913,113 1,913,113 1,913,113 -
SIGNATURES THE PLAN. Pursuant to the requirements of the Securities Exchange Act on 1934, the Plan Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. PSI ENERGY, INC. EMPLOYEES' 401(k) Date: June 28, 1995 SAVINGS PLAN (The Plan) Jerry W. Liggett (Jerry W. Liggett, Plan Administrator) EXHIBIT 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. 33-56067. ARTHUR ANDERSEN LLP Indianapolis, Indiana, June 28, 1995. EX-99.E 4 1994 FORM 11-K OF CG&E DCIP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1994 A. Full title of the Plan: THE CINCINNATI GAS & ELECTRIC COMPANY DEFERRED COMPENSATION AND INVESTMENT PLAN B. Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office: CINergy Corp. 139 East Fourth Street Cincinnati, Ohio 45202 - 4003 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Members of the Deferred Compensation and Investment Plan Committee have duly caused this annual report to be signed by the undersigned hereunto duly authorized. THE CINCINNATI GAS & ELECTRIC COMPANY DEFERRED COMPENSATION AND INVESTMENT PLAN (Name of Plan) By /s/GEORGE H. STINSON George H. Stinson, Chairman Deferred Compensation and Investment Plan Committee June 16, 1994
THE CINCINNATI GAS & ELECTRIC COMPANY DEFERRED COMPENSATION AND INVESTMENT PLAN STATEMENT OF FINANCIAL CONDITION WITH FUND INFORMATION DECEMBER 31, 1994 Participant Directed CINergy Fidelity Fidelity Fidelity Common Magellan Equity-Income Intermediate Total Stock Fund Fund* Fund Bond Fund INVESTMENTS, at market Common Stock of CINergy Corp. - (Notes 3 and 8) shares: 3,493,066 $82,087,051 $54,846,378 $ - $ - $ - Fidelity Magellan Fund* - shares:98,298 6,566,321 - 6,566,321 - - Fidelity Equity-Income Fund - shares: 542,150 16,644,016 - - 16,644,016 - Fidelity Intermediate Bond Fund - shares: 301,353 2,962,298 - - - 2,962,298 PNC Money Market Fund - 1,820,544 - - - - 110,080,230 54,846,378 6,566,321 16,644,016 2,962,298 OTHER ASSETS Cash 190,366 127,545 - - - Contribution Receivable 277,077 115,404 47,204 41,637 9,454 Accrued Income 863 578 - - - Loans Receivable from Participants 2,865,296 - - - - PARTICIPANTS' EQUITY $113,413,832 $55,089,905 $6,613,525 $16,685,653 $2,971,752 The accompanying notes are an integral part of this statement. * Fidelity Magellan Fund is a growth fund seeking long-term capital appreciation by investing primarily in common stock and securities convertible into common stock. As of March 31, 1995, the Fund had over $39 billion in net assets, consisting of the following classes: common stock and preferred stock, 96.8%; convertible preferred stocks and bonds, .2%; corporate bonds, .6%; other securities, 2.4%.
THE CINCINNATI GAS & ELECTRIC COMPANY DEFERRED COMPENSATION AND INVESTMENT PLAN STATEMENT OF FINANCIAL CONDITION WITH FUND INFORMATION DECEMBER 31, 1994 (continued) Non-Participant Participant Directed Directed PNC Money CINergy Market Loan Common Fund Fund Stock Fund INVESTMENTS, at market Common Stock of CINergy Corp. - (Notes 3 and 8) shares: 3,493,066 $ - $ - $27,240,673 Fidelity Magellan Fund* - shares:98,298 - - - Fidelity Equity-Income Fund - shares: 542,150 - - - Fidelity Intermediate Bond Fund - shares: 301,353 - - - PNC Money Market Fund - 1,820,544 - - 1,820,544 - 27,240,673 OTHER ASSETS Cash - - 62,821 Contribution Receivable 6,537 - 56,841 Accrued Income - - 285 Loans Receivable from Participants - 2,865,296 - PARTICIPANTS' EQUITY $1,827,081 $2,865,296 $27,360,620 The accompanying notes are an integral part of this statement. * Fidelity Magellan Fund is a growth fund seeking long-term capital appreciation by investing primarily in common stock and securities convertible into common stock. As of March 31, 1995, the Fund had over $39 billion in net assets, consisting of the following classes: common stock and preferred stock, 96.8%; convertible preferred stocks and bonds, .2%; corporate bonds, .6%; other securities, 2.4%.
THE CINCINNATI GAS & ELECTRIC COMPANY DEFERRED COMPENSATION AND INVESTMENT PLAN STATEMENT OF FINANCIAL CONDITION WITH FUND INFORMATION DECEMBER 31, 1993 Participant Directed Company Fidelity Fidelity Stock Magellan Equity-Income Total Fund Fund* Fund INVESTMENTS, at market Common Stock of The Cincinnati Gas & Electric Company - (Notes 3 and 8) shares: 3,483,838 $95,805,545 $63,700,395 $ - $ - Fidelity Magellan Fund* - shares:66,091 4,682,567 - 4,682,567 - Fidelity Equity-Income Fund - shares: 536,379 18,151,070 - - 18,151,070 Fidelity Intermediate Bond Fund - shares: 306,778 3,307,068 - - - PNC Money Market Fund - 2,495,540 242,869 72,574 100,660 124,441,790 63,943,264 4,755,141 18,251,730 OTHER ASSETS Cash 56,712 41,928 5,563 6,927 Contribution Receivable 263,354 108,414 30,141 43,443 Accrued Income 4,575 - - - Loans Receivable from Participants 2,254,022 - - - PARTICIPANTS' EQUITY $127,020,453 $64,093,606 $4,790,845 $18,302,100 The accompanying notes are an integral part of this statement. * Fidelity Magellan Fund is a growth fund seeking long-term capital appreciation by investing primarily in common stock and securities convertible into common stock. As of March 31, 1994, the Fund had over $33 billion in net assets, consisting of the following classes: common stock, 89.1%;preferred stock, 0.5%; corporate bonds, 2.1%; U.S. Government obligations, 5.2%; other securities, 0.7%; repurchase agreements, 2.4%.
THE CINCINNATI GAS & ELECTRIC COMPANY DEFERRED COMPENSATION AND INVESTMENT PLAN STATEMENT OF FINANCIAL CONDITION WITH FUND INFORMATION DECEMBER 31, 1993 (continued) Non-Participant Participant Directed Directed Fidelity PNC Money Company Intermediate Market Loan Stock Bond Fund Fund Fund Fund INVESTMENTS, at market Common Stock of The Cincinnati Gas & Electric Company - (Notes 3 and 8) shares: 3,483,838 $ - $ - $ - $32,105,150 Fidelity Magellan Fund* - shares:66,091 - - - - Fidelity Equity-Income Fund - shares: 536,379 - - - - Fidelity Intermediate Bond Fund - shares: 306,778 3,307,068 - - - PNC Money Market Fund - 23,867 1,911,107 - 144,463 3,330,935 1,911,107 - 32,249,613 OTHER ASSETS Cash 2,294 - - - Contribution Receivable 10,784 6,878 - 63,694 Accrued Income - 4,575 - - Loans Receivable from Participants - - 2,254,022 - PARTICIPANTS' EQUITY $3,344,013 $1,922,560 $2,254,022 $32,313,307 The accompanying notes are an integral part of this statement. * Fidelity Magellan Fund is a growth fund seeking long-term capital appreciation by investing primarily in common stock and securities convertible into common stock. As of March 31, 1994, the Fund had over $33 billion in net assets, consisting of the following classes: common stock, 89.1%;preferred stock, 0.5%; corporate bonds, 2.1%; U.S. Government obligations, 5.2%; other securities, 0.7%; repurchase agreements, 2.4%.
THE CINCINNATI GAS & ELECTRIC COMPANY DEFERRED COMPENSATION AND INVESTMENT PLAN STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1994 Participant Directed CINergy Fidelity Fidelity Common Magellan Equity-Income Total Stock Fund Fund* Fund PARTICIPANTS' EQUITY beginning of year $127,020,453 $64,093,606 $4,790,845 $18,302,100 CHANGES DURING PERIOD Assets transferred between plans (Note 2) 778,540 584,175 8,888 55,625 Contributions (Note 5) 7,781,527 2,986,412 1,254,029 1,157,720 Dividend Income 6,623,404 3,190,828 10,975 517,750 Interest Income 455,695 69,055 14,024 74,453 Distributions to Participants (Note 7) (13,867,619) (8,191,697) (402,305) (1,674,587) Net realized and unrealized appreciation/ (depreciation) in market value of investments (15,378,168) (7,716,255) (136,849) (417,214) Investment Transfers (Note 3) - 268,314 1,013,337 (1,011,790) Loans granted to Participants, net of repayments - (194,533) 60,581 (318,404) Net change during period (13,606,621) (9,003,701) 1,822,680 (1,616,447) PARTICIPANTS' EQUITY end of year $113,413,832 $55,089,905 $6,613,525 $16,685,653 UNITS OF PARTICIPATION December 31, 1994 (including units to be distributed to Participants) Number of units Number of shares (Notes 3 and 8) 2,333,888 98,298 542,150 Value per unit, at market Market price per share (New York Stock Exchange - Composite) $23.50 $66.80 $30.70 NUMBER OF EMPLOYEES PARTICIPATING December 31, 1994 1,513 548 838 The accompanying notes are an integral part of this statement.
THE CINCINNATI GAS & ELECTRIC COMPANY DEFERRED COMPENSATION AND INVESTMENT PLAN STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1994 (continued) Non-Participant Participant Directed Directed Fidelity PNC Money CINergy Intermediate Market Loan Common Bond Fund Fund Fund Stock Fund PARTICIPANTS' EQUITY beginning of year $3,344,013 $1,922,560 $2,254,022 $32,313,307 CHANGES DURING PERIOD Assets transferred between plans (Note 2) 13,664 (3,462) - 119,650 Contributions (Note 5) 276,985 197,035 - 1,909,346 Dividend Income 74,249 - - 2,829,602 Interest Income 141,069 95,857 - 61,237 Distributions to Participants (Note 7) (186,608) (382,617) - (3,029,805) Net realized and unrealized appreciation/ (depreciation) in market value of investments (265,133) - - (6,842,717) Investment Transfers (Note 3) (334,255) 64,394 - - Loans granted to Participants, net of repayments (92,232) (66,686) 611,274 - Net change during period (372,261) (95,479) 611,274 (4,952,687) PARTICIPANTS' EQUITY end of year $2,971,752 $1,827,081 $2,865,296 $27,360,620 UNITS OF PARTICIPATION December 31, 1994 (including units to be distributed to Participants) Number of units 1,820,544 2,865,296 Number of shares (Notes 3 and 8) 301,353 1,159,178 Value per unit, at market $1.00 $1.00 Market price per share (New York Stock Exchange - Composite) $9.83 $23.50 NUMBER OF EMPLOYEES PARTICIPATING December 31, 1994 388 292 328 1,513 The accompanying notes are an integral part of this statement.
THE CINCINNATI GAS & ELECTRIC COMPANY DEFERRED COMPENSATION AND INVESTMENT PLAN STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1993 Participant Directed Fidelity Fidelity Company Magellan Equity-Income Total Stock Fund Fund* Fund PARTICIPANTS' EQUITY beginning of year $104,932,588 $53,612,392 $1,750,920 $16,102,903 CHANGES DURING PERIOD Assets transferred between plans (Note 2) 3,296,904 2,170,368 44,896 185,725 Contributions (Note 5) 6,913,365 2,820,672 697,717 1,221,653 Dividend Income 6,424,023 3,680,134 39,966 610,901 Interest Income 8,706 3,242 1,110 2,103 Distributions to Participants (6,621,463) (3,894,910) (18,950) (831,769) Net realized and unrealized appreciation/ (depreciation) in market value of investments 12,066,330 5,656,431 526,542 2,657,418 Investment Transfers (Note 3) - 499,374 1,742,590 (1,437,875) Loans granted to Participants, net of repayments - (454,097) 6,054 (208,959) Net change during period 22,087,865 10,481,214 3,039,925 2,199,197 PARTICIPANTS' EQUITY end of year $127,020,453 $64,093,606 $4,790,845 $18,302,100 UNITS OF PARTICIPATION December 31, 1993 (including units to be distributed to Participants) Number of units Number of shares (Notes 3 and 8) 2,316,378 66,091 536,379 Value per unit, at market Market price per share (New York Stock Exchange - Composite) $27.50 $70.85 $33.84 NUMBER OF EMPLOYEES PARTICIPATING December 31, 1993 1,453 432 869 The accompanying notes are an integral part of this statement.
THE CINCINNATI GAS & ELECTRIC COMPANY DEFERRED COMPENSATION AND INVESTMENT PLAN STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1993 (continued) Non-Participant Participant Directed Directed Fidelity Money Company Intermediate Market Loan Stock Bond Fund Fund Fund Fund PARTICIPANTS' EQUITY beginning of year $3,095,050 $2,468,005 $1,516,281 $26,387,037 CHANGES DURING PERIOD Assets transferred between plans (Note 2) 10,572 49,819 - 835,524 Contributions (Note 5) 303,704 189,592 - 1,680,027 Dividend Income 204,671 64,863 - 1,823,488 Interest Income 503 - - 1,748 Distributions to Participants (225,670) (142,813) - (1,507,351) Net realized and unrealized appreciation/ (depreciation) in market value of investments 133,105 - - 3,092,834 Investment Transfers (Note 3) (134,036) (670,053) - - Loans granted to Participants, net of repayments (43,886) (36,853) 737,741 - Net change during period 248,963 (545,445) 737,741 5,926,270 PARTICIPANTS' EQUITY end of year $3,344,013 $1,922,560 $2,254,022 $32,313,307 UNITS OF PARTICIPATION December 31, 1993 (including units to be distributed to Participants) Number of units 2,495,540 2,254,022 Number of shares (Notes 3 and 8) 306,778 1,167,460 Value per unit, at market $1.00 $1.00 Market price per share (New York Stock Exchange - Composite) $10.78 $27.50 NUMBER OF EMPLOYEES PARTICIPATING December 31, 1993 414 301 280 1,453 The accompanying notes are an integral part of this statement.
THE CINCINNATI GAS & ELECTRIC COMPANY DEFERRED COMPENSATION AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1994 and 1993 (1) Description of The Cincinnati Gas & Electric Company Deferred Compensation and Investment Plan (DCIP or the Plan) - The following is a brief description of the Plan. Reference is made to the Plan and the related Trust Agreement, including the defined terms, for complete information. All Executive, Supervisory, Administrative, and Professional Employees of The Cincinnati Gas & Electric Company (CG&E), The Union Light, Heat and Power Company (ULH&P), and Lawrenceburg Gas Company (LG) are eligible to participate in the Plan upon completion of one year of service. Under the Plan, participants may defer, pursuant to Section 401(k) of the Internal Revenue Code (Code), up to 15% of base pay with a maximum of $9,240 for the year 1994. In addition, a Participant may make optional contributions to the Plan which, when combined with salary deferrals, may not exceed 15% of base pay. Salary deferrals and optional contributions may be further limited for certain highly compensated Employees by the requirements of Code Sections 401(k), 401(m), and 415. The salary deferrals and optional contributions are invested by the Trustee, as directed by each Participant, in one or more investment funds, including a CINergy Common Stock Fund. The Participant's Employer makes a matching contribution of 55% (50% prior to July 1, 1994) of the amount, not exceeding 5% of base pay, contributed by each Participant. All Employer Matching Contributions must be invested by the Trustee in the CINergy Common Stock Fund. Participants are immediately vested in their salary deferrals and optional contributions. Participants are vested in the employer matching contributions after five years of vesting service, or upon death or disability. Participants are generally eligible to receive distributions of vested assets from the Plan upon termination of employment (including retirement), death or disability. Distributions are paid in a lump sum for vested benefits of $3,500 or less. Distributions are paid in a lump sum or five annual installments (at the election of the participant) for vested benefits greater than $3,500. Active participants are also eligible to apply to the Plan administrator for "hardship" withdrawals from their salary-deferral and optional contribution accounts in accordance with Plan provisions. Subject to certain limitations, Employees may apply for loans from their salary-deferral account balances. Such loans are reflected in the Loan Fund in the accompanying financial statements. Loans bear interest at the prime rate of the trustee plus 1/2%, and are repaid within five years through regular payroll deductions. The Plan is administered by the Deferred Compensation and Investment Plan Committee and trusteed by PNC Bank, Ohio, N.A. Generally, administrative expenses of the Plan are paid by the Employer and are not included in the accompanying financial statements. The Plan is generally subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). In particular, the Plan is subject to the reporting, disclosure, participation, vesting, fiduciary responsibility, administration, and enforcement provisions of Title I and the termination and liability provisions of Title IV of ERISA. The funding provisions of Title I and the provisions relating to the Pension Benefit Guaranty Corporation of Title IV are not applicable to this type of defined contribution plan. CG&E expects to continue the Plan indefinitely, but its Board of Directors reserves the right to amend or terminate the Plan at any time. No amendment shall reduce retroactively the rights of Participants or permit the return to the Employer of any part of the Common Stock or other securities, obligations, deposits or cash held by the Trustee, or permit their use or diversion for any purpose other than the exclusive benefit of the Participants or their Beneficiaries. Forfeitures of participants' non-vested account balances are used to reduce CG&E's matching contributions in accordance with Plan provisions. (2) Significant Accounting Policies - Investments are stated at market value as determined by the Trustee by reference to published market data at December 31, 1994 and 1993. The market value of the Plan's investments are subject to price fluctuations in the applicable investment markets. Unrealized valuation gains and losses are reflected in the Statement of Changes in Participants' Equity. The statements are prepared on the accrual basis of accounting. Transfers of assets between the CG&E Savings Incentive Plan (SIP) and DCIP occur as a result of changes in Employee status between the Weekly and Hourly Paid classification and the Executive, Supervisory, Administrative and Professional classification. (3) Investments - All contributions are paid to the Trustee under the Plan. A participant may elect or change investment funds and/or the percentages in which contributions will be allocated once each quarter. All Employer Matching Contributions are invested in the CINergy Common Stock Fund. Participant Contributions and Employer Matching Contributions are made each pay period and immediately invested in the designated fund. See Note (8) for the discussion of the conversion of CG&E common stock held by the Plan to CINergy Corp. common stock pursuant to CG&E's merger with PSI Resources, Inc. (4) Federal Income Tax Status - The Plan obtained its most recent determination letter in January 1995, in which the Internal Revenue Service (IRS) stated that the Plan, as designed, was in compliance with the applicable requirements of the Internal Revenue Code. The determination letter covers the amendments made to the Plan for purposes of complying with the requirements of the Tax Reform Act of 1986. Participating employees are not subject to tax on Plan income or amounts contributed by the employer until such time as such amounts are distributed to them. (5) Contributions - Contributions made by Participants and amounts contributed by each Employer during the years ended December 31, 1994 and 1993 are as follows: 1994 1993 Participants' Employers' Participants' Employers' Contributions Contributions Contributions Contributions CG&E $384,244 $7,099,436 $332,084 $6,306,212 ULH&P and LG - 297,847 3,591 271,478 Total $384,244 $7,397,283 $335,675 $6,577,690 Participant contributions include optional contributions, while employer contributions include salary deferrals and employer matching contributions. (6) Participant Withdrawals - Distributions which had been requested by Participants and approved but not yet paid as of December 31, 1994 and 1993 are as follows: 1994 1993 CINergy Common Stock Fund $1,046,902 $231,679 Fidelity Magellan Fund 79,527 - Fidelity Equity-Income Fund 274,437 - Fidelity Intermediate Bond Fund 80,866 - Money Market Fund 41,357 - Cash 9,964 - Total $1,533,053 $231,679 These amounts are classified in the accompanying Statements of Financial Condition as of December 31, 1994 and 1993 as a component of Participants' Equity. (7) Voluntary Early Retirement Program - During 1994, CG&E & its subsidiaries approved a Voluntary Early Retirement Program (the Program). Distributions to Participants in the Statement of Changes in Participants' Equity for the year ended December 31, 1994 includes approximately $10,809,000 in distributions to Participants who elected to retire under the Program. (8) Merger - On October 24, 1994, PSI Resources, Inc. (Resources) was merged with CINergy Corp. (CINergy), and a subsidiary of CINergy was merged with CG&E. Each outstanding share of CG&E common stock held by the Plan at October 24, 1994 was exchanged for one share of CINergy common stock. Report of Independent Public Accountants To The Deferred Compensation and Investment Plan Committee of The Cincinnati Gas & Electric Company: We have audited the accompanying statements of financial condition of THE CINCINNATI GAS & ELECTRIC COMPANY DEFERRED COMPENSATION AND INVESTMENT PLAN (the Plan) as of December 31, 1994 and 1993, and the related statements of changes in participants' equity for the years then ended. These financial statements are the responsibility of the Deferred Compensation and Investment Plan Committee. 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 management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial condition of the Plan as of December 31, 1994 and 1993, and the changes in participants' equity for the years then ended, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules (Exhibits I and II) are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statements of financial condition and the statements of changes in participants' equity is presented for purposes of additional analysis rather than to present the financial condition and changes in participants' equity of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP Cincinnati, Ohio, June 16, 1995 EXHIBIT I The Cincinnti Gas & Electric Company Deferred Compensation and Investment Plan Sponsor EIN: 31-0240030 Administrator EIN: 31-1070386 Plan Number: 004 Part I, Schedule G (Form 5500, Item 27a) Schedule of Assets Held for Investment Purposes at December 31, 1994 -------------------------------------------------------------------- (a) (b) (c) (d) (e) Description of investment including maturity date, rate of Identity of issue, interest, borrower, lessor, collateral, par or Current or similar party maturity value Cost value - --- ------------------ ------------------ ---- ------- * CINergy Common 3,493,066 shares; $61,279,613 $82,087,051 Stock Fund $0.01 par value; $23.50 market price per share @ 12/31/94 Fidelity Magellan Mutual fund, 7,015,139 6,566,321 Fund primarily common stock; 98,298 shares; $66.80 net asset value @ 12/31/94 Fidelity Mutual fund, 17,747,684 16,644,016 Equity-Income Fund primarily equity securities; 542,150 shares; $30.70 net asset value @ 12/31/94 Fidelity Mutual fund, 3,162,207 2,962,298 Intermediate primarily Bond Fund fixed-income obligations; 301,353 shares; $9.83 net asset value @ 12/31/94 ** PNC Money Market Mutual fund, money 1,820,544 1,820,544 Fund market instruments; 1,820,544 units; $1.00 net asset value @ 12/31/94 Participant loans 7% - 9 1/2% 0 2,865,296 * The Cincinnati Gas & Electric Company, as employer having employees covered by the plan, is a party-in-interest. ** PNC, as Trustee, is a party-in-interest. Exhibit II The Cincinnati Gas & Electric Company Deferred Compensation and Investment Plan Sponsor EIN: 31-0240030 Administrator EIN: 31-1070386 Plan Number: 004 Part V, Schedule G (Form 5500, Item 27d) Schedule of Reportable Transactions For the Year Ended December 31, 1994 ------------------------------------ Total Total Total Dollar Total Dollar Identity of Number of Number Value of Value of Net Loss Securities Purchases of Sales Purchases Sales on Sales - ----------- --------- -------- ------------ ------------ -------- CINergy Corp. Common Stock Fund 32 96 $13,346,380 $13,650,053 $2,992,028 Fidelity Equity Income Fund 76 83 3,506,013 3,462,911 49,102 PNC Money Market Fund 64 60 10,006,466 4,722,677 - Exhibit 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report dated June 16, 1995 included in this Annual Report on Form 11-K for the year ended December 31, 1994 of The Cincinnati Gas & Electric Company Deferred Compensation and Investment Plan, into its previously filed Registration Statement No. 33-55291. ARTHUR ANDERSEN LLP Cincinnati, Ohio, June 16, 1995 EX-99.F 5 1994 FORM 11-K OF CG&E SIP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1994 A. Full title of the Plan: THE CINCINNATI GAS & ELECTRIC COMPANY SAVINGS INCENTIVE PLAN B. Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office: CINergy Corp. 139 East Fourth Street Cincinnati, Ohio 45202 - 4003 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Members of the Savings Incentive Plan Committee have duly caused this annual report to be signed by the undersigned hereunto duly authorized. THE CINCINNATI GAS & ELECTRIC COMPANY SAVINGS INCENTIVE PLAN (Name of Plan) By /s/GEORGE H. STINSON George H. Stinson, Chairman Savings Incentive Plan Committee June 28, 1995
THE CINCINNATI GAS & ELECTRIC COMPANY SAVINGS INCENTIVE PLAN STATEMENT OF FINANCIAL CONDITION WITH FUND INFORMATION DECEMBER 31, 1994 Participant Directed CINergy Fidelity Fidelity Fidelity Common Magellan Equity-Income Intermediate Total Stock Fund Fund* Fund Bond Fund INVESTMENTS, at market Common Stock of CINergy Corp. - (Notes 3 and 7) shares: 3,816,073 $89,677,716 $63,795,421 $ - $ - $ - Fidelity Magellan Fund* - shares: 27,297 1,823,440 - 1,823,440 - - Fidelity Equity-Income Fund - shares: 203,060 6,233,933 - - 6,233,933 - Fidelity Intermediate Bond Fund - shares: 108,305 1,064,640 - - - 1,064,640 PNC Money Market Fund - 1,073,488 - - - - 99,873,217 63,795,421 1,823,440 6,233,933 1,064,640 OTHER ASSETS Cash 193,410 139,255 - - - Contribution Receivable 339,561 205,346 19,006 23,530 5,076 Accrued Income 780 562 - - - Loans Receivable from Participants 3,460,562 - - - - PARTICIPANTS' EQUITY $103,867,530 $64,140,584 $1,842,446 $6,257,463 $1,069,716 The accompanying notes are an integral part of this statement. * Fidelity Magellan Fund is a growth fund seeking long-term capital appreciation by investing primarily in common stock and securities convertible into common stock. As of March 31, 1995, the Fund had over $39 billion in net assets, consisting of the following classes: common stock and preferred stock, 96.8%; convertible preferred stocks and bonds, .2%; corporate bonds, .6%; other securities, 2.4%.
THE CINCINNATI GAS & ELECTRIC COMPANY SAVINGS INCENTIVE PLAN STATEMENT OF FINANCIAL CONDITION WITH FUND INFORMATION DECEMBER 31, 1994 (continued) Non-Participant Participant Directed Directed PNC Money CINergy Market Loan Common Fund Fund Stock Fund INVESTMENTS, at market Common Stock of CINergy Corp. - (Notes 3 and 7) shares: 3,816,073 $ - $ - $25,882,295 Fidelity Magellan Fund* - shares: 27,297 - - - Fidelity Equity-Income Fund - shares: 203,060 - - - Fidelity Intermediate Bond Fund - shares: 108,305 - - - PNC Money Market Fund - 1,073,488 - - 1,073,488 - 25,882,295 OTHER ASSETS Cash - - 54,155 Contribution Receivable 6,746 - 79,857 Accrued Income - - 218 Loans Receivable from Participants - 3,460,562 - PARTICIPANTS' EQUITY $1,080,234 $3,460,562 $26,016,525 The accompanying notes are an integral part of this statement. * Fidelity Magellan Fund is a growth fund seeking long-term capital appreciation by investing primarily in common stock and securities convertible into common stock. As of March 31, 1995, the Fund had over $39 billion in net assets, consisting of the following classes: common stock and preferred stock, 96.8%; convertible preferred stocks and bonds, .2%; corporate bonds, .6%; other securities, 2.4%.
THE CINCINNATI GAS & ELECTRIC COMPANY SAVINGS INCENTIVE PLAN STATEMENT OF FINANCIAL CONDITION WITH FUND INFORMATION DECEMBER 31, 1993 Participant Directed Company Fidelity Fidelity Stock Magellan Equity-Income Total Fund Fund* Fund INVESTMENTS, at market Common Stock of The Cincinnati Gas & Electric Company - (Notes 3 and 7) shares: 3,380,743 $92,970,433 $66,773,905 $ - $ - Fidelity Magellan Fund* - shares: 11,655 825,738 - 825,738 - Fidelity Equity-Income Fund - shares: 180,219 6,098,625 - - 6,098,625 Fidelity Intermediate Bond Fund - shares: 99,342 1,070,909 - - - PNC Money Market Fund - 1,817,798 451,072 26,335 57,033 102,783,503 67,224,977 852,073 6,155,658 OTHER ASSETS Cash 12,277 7,544 - 4,733 Contribution Receivable 150,946 90,364 5,285 11,437 Accrued Income 8,175 - - - Loans Receivable from Participants 2,644,347 - - - PARTICIPANTS' EQUITY $105,599,248 $67,322,885 $857,358 $6,171,828 The accompanying notes are an integral part of this statement. * Fidelity Magellan Fund is a growth fund seeking long-term capital appreciation by investing primarily in common stock and securities convertible into common stock. As of March 31, 1994, the Fund had over $33 billion in net assets, consisting of the following classes: common stock, 89.1%;preferred stock, 0.5%; corporate bonds, 2.1%; U.S. Government obligations, 5.2%; other securities, 0.7%; repurchase agreements, 2.4%.
THE CINCINNATI GAS & ELECTRIC COMPANY SAVINGS INCENTIVE PLAN STATEMENT OF FINANCIAL CONDITION WITH FUND INFORMATION DECEMBER 31, 1993 (continued) Non-Participant Participant Directed Directed Fidelity PNC Money Company Intermediate Market Loan Stock Bond Fund Fund Fund Fund INVESTMENTS, at market Common Stock of The Cincinnati Gas & Electric Company - (Notes 3 and 7) shares: 3,380,743 $ - $ - $ - $26,196,528 Fidelity Magellan Fund* - shares: 11,655 - - - - Fidelity Equity-Income Fund - shares: 180,219 - - - - Fidelity Intermediate Bond Fund - shares: 99,342 1,070,909 - - - PNC Money Market Fund - 12,883 1,076,760 - 193,715 1,083,792 1,076,760 - 26,390,243 OTHER ASSETS Cash - - - - Contribution Receivable 2,585 2,232 - 39,043 Accrued Income 5,605 2,570 - - Loans Receivable from Participants - - 2,644,347 - PARTICIPANTS' EQUITY $1,091,982 $1,081,562 $2,644,347 $26,429,286 The accompanying notes are an integral part of this statement. * Fidelity Magellan Fund is a growth fund seeking long-term capital appreciation by investing primarily in common stock and securities convertible into common stock. As of March 31, 1994, the Fund had over $33 billion in net assets, consisting of the following classes: common stock, 89.1%;preferred stock, 0.5%; corporate bonds, 2.1%; U.S. Government obligations, 5.2%; other securities, 0.7%; repurchase agreements, 2.4%.
THE CINCINNATI GAS & ELECTRIC COMPANY SAVINGS INCENTIVE PLAN STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1994 Participant Directed CINergy Fidelity Fidelity Common Magellan Equity-Income Total Stock Fund Fund* Fund PARTICIPANTS' EQUITY beginning of year $105,599,248 $67,322,885 $857,358 $6,171,828 CHANGES DURING PERIOD Assets transferred between plans (Note 2) (778,540) (584,175) (8,888) (55,625) Contributions (Note 5) 8,544,944 4,908,086 440,332 607,708 Dividend Income 6,202,989 4,195,952 2,636 181,989 Interest Income 309,177 112,987 12,713 36,550 Distributions to Participants (2,650,524) (1,979,453) (9,832) (94,379) Net realized and unrealized appreciation/ (depreciation) in market value of investments (13,359,764) (9,154,375) (30,215) (163,364) Investment Transfers (Note 3) - (175,974) 610,560 (235,283) Loans granted to Participants, net of repayments - (505,349) (32,218) (191,961) Net change during period (1,731,718) (3,182,301) 985,088 85,635 PARTICIPANTS' EQUITY end of year $103,867,530 $64,140,584 $1,842,446 $6,257,463 UNITS OF PARTICIPATION December 31, 1994 (including units to be distributed to Participants) Number of units Number of shares (Notes 3 and 7) 2,714,699 27,297 203,060 Value per unit, at market Market price per share (New York Stock Exchange - Composite) $23.50 $66.80 $30.70 NUMBER OF EMPLOYEES PARTICIPATING December 31, 1994 2,979 428 854 The accompanying notes are an integral part of this statement.
THE CINCINNATI GAS & ELECTRIC COMPANY SAVINGS INCENTIVE PLAN STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY WITH FUND I FOR THE YEAR ENDED DECEMBER 31, 1994 (continued) Non-Participant Participant Directed Directed Fidelity PNC Money CINergy Intermediate Market Loan Common Bond Fund Fund Fund Stock Fund PARTICIPANTS' EQUITY beginning of year $1,091,982 $1,081,562 $2,644,347 $26,429,286 CHANGES DURING PERIOD Assets transferred between plans (Note 2) (13,664) 3,462 - (119,650) Contributions (Note 5) 133,578 145,552 - 2,309,688 Dividend Income 24,147 - - 1,798,265 Interest Income 44,612 53,892 - 48,423 Distributions to Participants (20,624) (20,053) - (526,183) Net realized and unrealized appreciation/ (depreciation) in market value of investments (88,506) - - (3,923,304) Investment Transfers (Note 3) (73,318) (125,985) - - Loans granted to Participants, net of repayments (28,491) (58,196) 816,215 - Net change during period (22,266) (1,328) 816,215 (412,761) PARTICIPANTS' EQUITY end of year $1,069,716 $1,080,234 $3,460,562 $26,016,525 UNITS OF PARTICIPATION December 31, 1994 (including units to be distributed to Participants) Number of units 1,073,488 3,460,562 Number of shares (Notes 3 and 7) 108,305 1,101,374 Value per unit, at market $1.00 $1.00 Market price per share (New York Stock Exchange - Composite) $9.83 $23.50 NUMBER OF EMPLOYEES PARTICIPATING December 31, 1994 393 375 686 2,979 The accompanying notes are an integral part of this statement.
THE CINCINNATI GAS & ELECTRIC COMPANY SAVINGS INCENTIVE PLAN STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1993 Participant Directed Fidelity Fidelity Company Magellan Equity-Income Total Stock Fund Fund* Fund PARTICIPANTS' EQUITY beginning of year $89,550,982 $58,237,047 $176,099 $5,090,833 CHANGES DURING PERIOD Assets transferred between plans (Note 2) (3,296,904) (2,170,368) (44,896) (185,725) Contributions (Note 5) 7,615,674 4,578,280 207,162 595,187 Dividend Income 5,732,949 3,938,706 7,040 200,156 Interest Income 50,571 8,766 357 961 Distributions to Participants (3,370,361) (2,515,875) (1,284) (90,527) Net realized and unrealized appreciation/ (depreciation) in market value of investments 9,316,337 5,974,512 84,269 860,019 Investment Transfers (Note 3) - (100,581) 431,053 (153,852) Loans granted to Participants, net of repayments - (627,602) (2,442) (145,224) Net change during period 16,048,266 9,085,838 681,259 1,080,995 PARTICIPANTS' EQUITY end of year $105,599,248 $67,322,885 $857,358 $6,171,828 UNITS OF PARTICIPATION December 31, 1993 (including units to be distributed to Participants) Number of units Number of shares (Notes 3 and 7) 2,428,142 11,655 180,219 Value per unit, at market Market price per share (New York Stock Exchange - Composite) $27.50 $70.85 $33.84 NUMBER OF EMPLOYEES PARTICIPATING December 31, 1993 2,751 251 832 The accompanying notes are an integral part of this statement.
THE CINCINNATI GAS & ELECTRIC COMPANY SAVINGS INCENTIVE PLAN STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY WITH FUND I FOR THE YEAR ENDED DECEMBER 31, 1993 (continued) Non-Participant Participant Directed Directed Fidelity Money Company Intermediate Market Loan Stock Bond Fund Fund Fund Fund PARTICIPANTS' EQUITY beginning of year $939,683 $1,246,981 $1,835,155 $22,025,184 CHANGES DURING PERIOD Assets transferred between plans (Note 2) (10,572) (49,819) - (835,524) Contributions (Note 5) 140,368 121,995 - 1,972,682 Dividend Income 71,276 - - 1,515,771 Interest Income 246 36,524 - 3,717 Distributions to Participants (19,540) (135,565) - (607,570) Net realized and unrealized appreciation/ (depreciation) in market value of investments 42,511 - - 2,355,026 Investment Transfers (Note 3) (54,340) (122,280) - - Loans granted to Participants, net of repayments (17,650) (16,274) 809,192 - Net change during period 152,299 (165,419) 809,192 4,404,102 PARTICIPANTS' EQUITY end of year $1,091,982 $1,081,562 $2,644,347 $26,429,286 UNITS OF PARTICIPATION December 31, 1993 (including units to be distributed to Participants) Number of units 1,817,798 2,644,347 Number of shares (Notes 3 and 7) 99,342 952,601 Value per unit, at market $1.00 $1.00 Market price per share (New York Stock Exchange - Composite) $10.78 $27.50 NUMBER OF EMPLOYEES PARTICIPATING December 31, 1993 373 308 526 2,751 The accompanying notes are an integral part of this statement.
THE CINCINNATI GAS & ELECTRIC COMPANY SAVINGS INCENTIVE PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1994 and 1993 (1) Description of The Cincinnati Gas & Electric Company Savings Incentive Plan (SIP or the Plan) - The following is a brief description of the Plan. Reference is made to the Plan and the related Trust Agreement, including the defined terms, for complete information. All Weekly or Hourly Paid Employees of The Cincinnati Gas & Electric Company (CG&E), The Union Light, Heat and Power Company (ULH&P), and Lawrenceburg Gas Company (LG) are eligible to participate in the Plan upon completion of one year of service. Under the Plan, participants may defer, pursuant to Section 401(k) of the Internal Revenue Code (Code), up to 15% of base pay with a maximum of $9,240 for the year 1994. In addition, a Participant may make optional contributions to the Plan which, when combined with salary deferrals, may not exceed 15% of base pay. Salary deferrals and optional contributions may be further limited for certain highly compensated Employees by the requirements of Code Sections 401(k), 401(m), and 415. The salary deferrals and optional contributions are invested by the Trustee, as directed by each Participant, in one or more investment funds, including a CINergy Common Stock Fund. The Participant's Employer makes a matching contribution of 55% of the amount (50% prior to July 1, 1994), not exceeding 5% of base pay, contributed by each Participant. All Employer Matching Contributions must be invested by the Trustee in the CINergy Common Stock Fund. Participants are immediately vested in their salary deferrals and optional contributions. Participants are vested in the employer matching contributions after five years of vesting service, or upon death or disability. Participants are generally eligible to receive distributions of vested assets from the Plan upon termination of employment (including retirement), death or disability. Distributions are paid in a lump sum for vested benefits of $3,500 or less. Distributions are paid in a lump sum or five annual installments (at the election of the participant) for vested benefits greater than $3,500. Active participants are also eligible to apply to the Plan administrator for "hardship" withdrawals from their salary-deferral and optional contribution accounts in accordance with Plan provisions. Subject to certain limitations, Employees may apply for loans from their salary-deferral account balances. Such loans are reflected in the Loan Fund in the accompanying financial statements. Loans bear interest at the prime rate of the trustee plus 1/2%, and are repaid within five years through regular payroll deductions. The Plan is administered by the Savings Incentive Plan Committee and trusteed by PNC Bank, Ohio, N.A. Generally, administrative expenses of the Plan are paid by the Employer and are not included in the accompanying financial statements. The Plan is generally subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). In particular, the Plan is subject to the reporting, disclosure, participation, vesting, fiduciary responsibility, administration, and enforcement provisions of Title I and the termination and liability provisions of Title IV of ERISA. The funding provisions of Title I and the provisions relating to the Pension Benefit Guaranty Corporation of Title IV are not applicable to this type of defined contribution plan. CG&E expects to continue the Plan indefinitely, but its Board of Directors reserves the right to amend or terminate the Plan at any time. No amendment shall reduce retroactively the rights of Participants or permit the return to the Employer of any part of the Common Stock or other securities, obligations, deposits or cash held by the Trustee, or permit their use or diversion for any purpose other than the exclusive benefit of the Participants or their Beneficiaries. Forfeitures of participants' non-vested account balances are used to reduce CG&E's matching contributions in accordance with Plan provisions. (2) Significant Accounting Policies - Investments are stated at market value as determined by the Trustee by reference to published market data at December 31, 1994 and 1993. The market value of the Plan's investments are subject to price fluctuations in the applicable investment markets. Unrealized valuation gains and losses are reflected in the Statement of Changes in Participants' Equity. The statements are prepared on the accrual basis of accounting. Transfers of assets between the SIP and the CG&E Deferred Compensation and Investment Plan (DCIP) occur as a result of changes in Employee status between the Weekly and Hourly Paid classification and the Executive, Supervisory, Administrative and Professional classification. (3) Investments - All contributions are paid to the Trustee under the Plan. A participant may elect or change investment funds and/or the percentages in which contributions will be allocated once each quarter. All Employer Matching Contributions are invested in the CINergy Common Stock Fund. Participant Contributions and Employer Matching Contributions are made each pay period and immediately invested in the designated fund. See Note (7) for the discussion of the conversion of CG&E Common Stock held by the Plan, to CINergy Corp. common stock pursuant to CG&E's merger with PSI Resources, Inc. (4) Federal Income Tax Status - The Plan obtained its most recent determination letter in January 1995, in which the Internal Revenue Service (IRS) stated that the Plan, as designed, was in compliance with the applicable requirements of the Internal Revenue Code. The determination letter covers the amendments made to the Plan for purposes of complying with the requirements of the Tax Reform Act of 1986. Participating employees are not subject to tax on Plan income or amounts contributed by the employer until such time as such amounts are distributed to them. (5) Contributions - Contributions made by Participants and amounts contributed by each Employer during the years ended December 31, 1994 and 1993 are as follows: 1994 1993 Participants' Employers' Participants' Employers' Contributions Contributions Contributions Contributions CG&E $627,051 $7,235,758 $644,405 $6,378,729 ULH&P and LG - 624,005 - 548,552 Total $627,051 $7,917,893 $644,405 $6,971,269 Participant contributions include optional contributions, while employer contributions include salary deferrals, and employer matching contributions. (6) Participant Withdrawals - Distributions which had been requested by Participants and approved but not yet paid as of December 31, 1994 and 1993 are as follows: 1994 1993 CINergy Common Stock Fund $393,672 $515,186 Fidelity Equity-Income Fund 4,682 1,850 Fidelity Intermediate Bond Fund 488 - Money Market Fund 217 - Total $399,059 $517,036 These amounts are classified in the accompanying Statements of Financial Condition as of December 31, 1994 and 1993 as a component of Participants' Equity. (7) Merger - On October 24, 1994, PSI Resources, Inc. (Resources) was merged with CINergy Corp. (CINergy), and a subsidiary of CINergy was merged with CG&E. Each outstanding share of CG&E common stock held by the Plan at October 24, 1994 was exchanged for one share of CINergy common stock. Report of Independent Public Accountants To The Savings Incentive Plan Committee of The Cincinnati Gas & Electric Company: We have audited the accompanying statements of financial condition of THE CINCINNATI GAS & ELECTRIC COMPANY SAVINGS INCENTIVE PLAN (the Plan) as of December 31, 1994 and 1993, and the related statements of changes in participants' equity for the years then ended. These financial statements are the responsibility of the Savings Incentive Plan Committee. 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 management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. in our opinion, the financial statements referred to above present fairly, In all material respects, the financial condition of the Plan as of December 31, 1994 and 1993, and the changes in participants' equity for the years then ended, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules (Exhibits I and II) are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statements of financial condition and the statements of changes in participants' equity is presented for purposes of additional analysis rather than to present the financial condition and changes in participants' equity of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP Cincinnati, Ohio, June 16, 1995 EXHIBIT I The Cincinnti Gas & Electric Company Savings Incentive Plan Sponsor EIN: 31-0240030 Administrator EIN: 31-1070386 Plan Number: 004 Part I, Schedule G (Form 5500, Item 27a) Schedule of Assets Held for Investment Purposes at December 31, 1994 -------------------------------------------------------------------- (a) (b) (c) (d) (e) Description of investment including maturity date, rate of Identity of issue, interest, borrower, lessor, collateral, par or Current or similar party maturity value Cost value - --- ------------------ ------------------ ---- ------- * CINergy Common 3,816,073 shares; $68,479,517 $89,677,716 Stock Fund $0.01 par value; $23.50 market price per share @ 12/31/94 Fidelity Magellan Mutual fund, 1,915,521 1,823,440 Fund primarily common stock; 27,297 shares; $66.80 net asset value @ 12/31/94 Fidelity Mutual fund, 6,644,065 6,233,933 Equity-Income Fund primarily equity securities; 203,060 shares; $30.70 net asset value @ 12/31/94 Fidelity Mutual fund, 1,135,573 1,064,640 Intermediate primarily Bond Fund fixed-income obligations; 108,305 shares; $9.83 net asset value @ 12/31/94 ** PNC Money Market Mutual fund, money 1,073,488 1,073,488 Fund market instruments; 1,073,488 units; $1.00 net asset value @ 12/31/94 Participant loans 7% - 9 1/2% 0 3,460,562 * The Cincinnati Gas & Electric Company, as employer having employees covered by the plan, is a party-in-interest. ** PNC, as Trustee, is a party-in-interest. Exhibit II The Cincinnati Gas & Electric Company Deferred Compensation and Investment Plan Sponsor EIN: 31-0240030 Administrator EIN: 31-1070386 Plan Number: 004 Part V, Schedule G (Form 5500, Item 27d) Schedule of Reportable Transactions For the Year Ended December 31, 1994 ------------------------------------ Total Total Total Dollar Total Dollar Identity of Number of Number Value of Value of Net Loss Securities Purchases of Sales Purchases Sales on Sales - ----------- --------- -------- ------------ ------------ -------- CINergy Corp. Common Stock Fund 47 123 $13,598,411 $4,787,444 $823,853 Exhibit 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report dated June 16, 1995 included in this Annual Report on Form 11-K for the year ended December 31, 1994 of The Cincinnati Gas & Electric Company Savings Incentive Plan, into its previously filed Registration Statement No. 33-55293. ARTHUR ANDERSEN LLP Cincinnati, Ohio, June 16, 1995 -----END PRIVACY-ENHANCED MESSAGE-----