-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qy7bf8Od8Ic7l5TnX2udrHGzYTZ7V9XIYWtkbCDvpVp8/IhS7Y3D1swr/wg2NhzP Ng3rncKso7/DWRTqgPsYVg== 0000899652-96-000128.txt : 19960629 0000899652-96-000128.hdr.sgml : 19960629 ACCESSION NUMBER: 0000899652-96-000128 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960627 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: 96587199 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, 1995 (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, 1995 (Form 10-K), as set forth below: PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K The exhibit list pertaining to Cinergy Corp. 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 SEC 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. (Exhibit to Cinergy's 1993 Form 10-K in File No. 1-11377.) 3-b *By-laws of Cinergy as amended January 25, 1996. (Exhibit to Cinergy's Form U-1 Declaration filed February 23, 1996, in File No. 70-8807.) 4-a *Original Indenture (First Mortgage Bonds) dated September 1, 1939, between PSI 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 PSI and The First National Bank of Chicago dated January 1, 1972. (Exhibit to File No. 2-42545.) 4-c *Twenty-third Supplemental Indenture between PSI and The First National Bank of Chicago dated January 1, 1977. (Exhibit to File No. 2-57828.) 4-d *Twenty-fifth Supplemental Indenture between PSI and The First National Bank of Chicago dated September 1, 1978. (Exhibit to File No. 2-62543.) Exhibit Designation Nature of Exhibit 4-e *Twenty-seventh Supplemental Indenture between PSI and The First National Bank of Chicago dated March 1, 1979. (Exhibit to File No. 2-63753.) 4-f *Thirty-fifth Supplemental Indenture between PSI and The First National Bank of Chicago dated March 30, 1984. (Exhibit to PSI's 1984 Form 10-K in File No. 1-3543.) 4-g *Thirty-ninth Supplemental Indenture between PSI and The First National Bank of Chicago dated March 15, 1987. (Exhibit to PSI's 1987 Form 10-K in File No. 1-3543.) 4-h *Forty-first Supplemental Indenture between PSI and The First National Bank of Chicago dated June 15, 1988. (Exhibit to PSI's 1988 Form 10-K in File No. 1-3543.) 4-i *Forty-second Supplemental Indenture between PSI and The First National Bank of Chicago dated August 1, 1988. (Exhibit to PSI's 1988 Form 10-K in File No. 1-3543.) 4-j *Forty-fourth Supplemental Indenture between PSI and The First National Bank of Chicago dated March 15, 1990. (Exhibit to PSI's 1990 Form 10-K in File No. 1-3543.) 4-k *Forty-fifth Supplemental Indenture between PSI and The First National Bank of Chicago dated March 15, 1990. (Exhibit to PSI's 1990 Form 10-K in File No. 1-3543.) 4-l *Forty-sixth Supplemental Indenture between PSI and The First National Bank of Chicago dated June 1, 1990. (Exhibit to PSI's 1991 Form 10-K in File No. 1-3543.) 4-m *Forty-seventh Supplemental Indenture between PSI and The First National Bank of Chicago dated July 15, 1991. (Exhibit to PSI's 1991 Form 10-K in File No. 1-3543.) 4-n *Forty-eighth Supplemental Indenture between PSI and The First National Bank of Chicago dated July 15, 1992. (Exhibit to PSI's 1992 Form 10-K in File No. 1-3543.) 4-o *Forty-ninth Supplemental Indenture between PSI and The First National Bank of Chicago dated February 15, 1993. (Exhibit to PSI's 1992 Form 10-K in File No. 1-3543.) Exhibit Designation Nature of Exhibit____________ 4-p *Fiftieth Supplemental Indenture between PSI and The First National Bank of Chicago dated February 15, 1993. (Exhibit to PSI's 1992 Form 10-K in File No. 1-3543.) 4-q *Fifty-first Supplemental Indenture between PSI and The First National Bank of Chicago dated February 1, 1994. (Exhibit to PSI's 1993 Form 10-K in File No. 1-3543.) 4-r *Indenture (Secured Medium-term Notes, Series A), dated July 15, 1991, between PSI and The First National Bank of Chicago, as Trustee. (Exhibit to PSI's Form 10-K/A, Amendment No. 2, dated July 15, 1993, in File No. 1-3543.) 4-s *Indenture (Secured Medium-term Notes, Series B), dated July 15, 1992, between PSI and The First National Bank of Chicago, as Trustee. (Exhibit to PSI's Form 10-K/A, Amendment No. 2, dated July 15, 1993, in File No. 1-3543.) 4-t *Original Indenture (First Mortgage Bonds) between 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.) Exhibit Designation Nature of Exhibit______________ 4-z *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-aa *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-bb *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-cc *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-dd *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-ee *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-ff *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-gg *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-hh *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-ii *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.) Exhibit Designation Nature of Exhibit_______________ 4-jj *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-kk *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-ll *Original Indenture (Unsecured Debt Securities) between CG&E and The Fifth Third Bank dated as of May 15, 1995. (Exhibit to CG&E's Form 8-A dated July 24, 1995, in File No. 1-1232.) 4-mm *First Supplemental Indenture between CG&E and The Fifth Third Bank dated as of June 1, 1995. (Exhibit to CG&E's June 30, 1995, Form 10-Q in File No. 1-1232.) 4-nn *Second Supplemental Indenture between CG&E and The Fifth Third Bank dated as of June 30, 1995. (Exhibit to CG&E's Form 8-A dated July 24, 1995, in File No. 1-1232.) 4-oo *Loan Agreement between CG&E and the State of Ohio Air Quality Development Authority dated as of September 13, 1995. (Exhibit to CG&E's September 30, 1995, Form 10-Q in File No. 1-1232.) 4-pp *Loan Agreement between CG&E and the State of Ohio Air Quality Development Authority dated as of September 13, 1995. (Exhibit to CG&E's September 30, 1995, Form 10-Q in File No. 1-1232.) 4-qq *Original Indenture (First Mortgage Bonds) between 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.) Exhibit Designation Nature of Exhibit 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 *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.) 4-vv *Original Indenture (Unsecured Debt Securities) between ULH&P and the Fifth Third Bank dated as of July 1, 1995. (Exhibit to ULH&P's June 30, 1995, Form 10-Q in File No. 2-7793.) 4-ww *First Supplemental Indenture between ULH&P and The Fifth Third Bank dated as of July 15, (Exhibit to ULH&P's June 30, 1995, Form 10-Q in File No. 2-7793.) 10-a *+Amended and Restated Employment Agreement dated October 24, 1994, among CG&E, Cinergy Corp. (an Ohio corporation), Cinergy (a Delaware corporation), PSI Resources, Inc., PSI, and Jackson H. Randolph. (Exhibit to Cinergy's 1994 Form 10-K in File No. 1- 11377.) 10-b *+Amended and Restated Employment Agreement dated July 2, 1993, among PSI Resources, Inc., PSI, 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-c **+First Amendment to Amended and Restated Employment Agreement dated December 12, 1995, retroactively effective to October 24, 1994, amended and restated July 2, 1993, among Cinergy, Services, CG&E, PSI, and James E. Rogers. Exhibit Designation Nature of Exhibit________________ 10-d *+Employment Agreement dated January 1, 1995, among Cinergy, CG&E, Services, Investments, PSI, and William J. Grealis. (Exhibit to Cinergy's 1994 Form 10-K in File No. 1-11377.) 10-e **+Employment Agreement dated October 24, 1994, among Cinergy, Services, CG&E, PSI, and Larry E. Thomas. 10-f **+First Amendment to Employment Agreement dated October 24, 1994, among Cinergy, Services, CG&E, PSI, and Larry E. Thomas. 10-g **+Employment Agreement dated October 24, 1994, among Cinergy, Services, CG&E, PSI, and J. Wayne Leonard. 10-h **+First Amendment to Employment Agreement dated October 24, 1994, among Cinergy, Services, CG&E, PSI, and J. Wayne Leonard. 10-i **+Employment Agreement dated October 24, 1994, among Cinergy, Services, CG&E, PSI, and Cheryl M. Foley. 10-j **+First Amendment to Employment Agreement dated October 24, 1994, among Cinergy, Services, CG&E, PSI, and Cheryl M. Foley. 10-k **First Amendment to the PSI Union Employees' 401(k) Savings Plan, dated December 31, 1995. 10-l **First Amendment to the PSI Employees' 401(k) Savings Plan, dated December 31, 1995. 10-m *+Employment Agreement dated October 4, 1993, among Cinergy, PSI, and John M. Mutz. (Exhibit to PSI Resources, Inc.'s September 30, 1993, Form 10-Q, File No. 1-9941.) 10-n *+Deferred Compensation Agreement, effective as of January 1, 1992, between Cinergy and James E. Rogers, Jr. (Exhibit to PSI's Form 10-K/A in File No. 1-3543, Amendment No. 1, dated April 29, 1993.) Exhibit Designation Nature of Exhibit____________ 10-o *+Split Dollar Life Insurance Agreement, effective as of January 1, 1992, between Cinergy and James E. Rogers, Jr. (Exhibit to PSI's Form 10-K/A in File No. 1-3543, Amendment No. 1, dated April 29, 1993.) 10-p *+First Amendment to Split Dollar Life Insurance Agreement between Cinergy and James E. Rogers, Jr. dated December 11, 1992. (Exhibit to PSI's Form 10-K/A in File No. 1-3543, Amendment No. 1, dated April 29, 1993.) 10-q *+PSI Supplemental Retirement Plan amended and restated December 16, 1992, retroactively effective January 1, 1989. (Exhibit to PSI's 1992 Form 10-K in File No. 1-3543.) 10-r *+PSI Excess Benefit Plan, formerly named the Supplemental Pension Plan, amended and restated December 16, 1992, retroactively effective January 1, 1989. (Exhibit to PSI's 1992 Form 10-K in File No. 1-3543.) 10-s *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-t *CG&E Savings Incentive Plan, as amended, effective January 1, 1989. (Exhibit to Cinergy's Form S-8, filed August 30, 1994.) 10-u *+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-v *+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-w *+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.) Exhibit Designation Nature of Exhibit 10-x **+Amended and Restated Supplemental Retirement Income Plan between CG&E and Jackson H. Randolph. 10-y *+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.) 10-z *+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-aa *+Cinergy Stock Option Plan, adopted October 18, 1994, effective October 24, 1994. (Exhibit to Cinergy's Form S-8, filed October 19, 1994.) 10-bb *+Cinergy Performance Shares Plan, adopted October 18, 1994, effective October 24, 1994. (Exhibit to Cinergy's Form S-8, filed October 19, 1994.) 10-cc *+Cinergy Annual Incentive Plan, adopted October 18, 1994, effective October 24, 1994. (Exhibit to Cinergy's 1994 Form 10-K in File No. 1-11377.) 10-dd *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-ee *Amendment to Cinergy Employee Stock Purchase and Savings Plan, adopted January 25, 1995, retroactively effective January 1, 1995. (Exhibit to Cinergy's 1994 Form 10-K in File No. 1-11377.) 10-ff *+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-gg *+Cinergy Retirement Plan for Directors, adopted October 18, 1994, effective October 24, 1994. (Exhibit to Cinergy's 1994 Form 10-K in File No. 1-11377.) Exhibit Designation Nature of Exhibit 10-hh *+Cinergy Executive Supplemental Life Insurance Program adopted October 18, 1994, effective October 24, 1994, consisting of Defined Benefit Deferred Compensation Agreement, Executive Supplemental Life Insurance Program Split Dollar Agreement I, and Executive Supplemental Life Insurance Program Split Dollar Agreement II. (Exhibit to Cinergy's 1994 Form 10-K in File No. 1- 11377.) 10-ii *+Split Dollar Insurance Agreement, effective as of May 1, 1993, between Cinergy and Jackson H. Randolph. (Exhibit to Cinergy's 1994 Form 10-K in File No. 1- 11377.) 10-jj *PSI 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-kk *PSI 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.) 21 **Subsidiaries of Cinergy 23 **Consent of Independent Public Accountants. 24 **Power of Attorney. 27 **Financial Data Schedules (included in electronic submission only). 99-a **1995 Form 11-K Annual Report of Cinergy Directors' Deferred Compensation Plan. 99-b **1995 Form 11-K Annual Report of Cinergy Employee Stock Purchase and Savings Plan. 99-c 1995 Form 11-K Annual Report of PSI Union Employees' 401(k) Savings Plan. 99-d 1995 Form 11-K Annual Report of PSI Employees' 401(k) Savings Plan. 99-e 1995 Form 11-K Annual Report of CG&E Deferred Compensation and Investment Plan. 99-f 1995 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, Cinergy Corp. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CINERGY CORP. Registrant Dated: June 27, 1996 By Charles J. Winger___________ Comptroller Duly Authorized Representative EX-99.D 2 FORM 11-K PSI ENERGY'S EMPLOYEES' 401(K) 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, 1995 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 Page No. (a) Financial Statements Report of Independent Public Accountants Statement of Financial Condition as of December 31, 1995 Statement of Financial Condition as of December 31, 1994 Statement of Income and Other Changes in Plan Equity for the Year Ended December 31, 1995 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, 1995 Schedule II - Schedule of Reportable Transactions for the year ended December 31, 1995 (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 (the Plan) as of December 31, 1995 and 1994, and the related statement of income and other changes in plan equity for the year ended December 31, 1995. 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, 1995 and 1994, and the results of its operations and changes in plan equity for the year ended December 31, 1995, 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. The Fund Information in the statements of financial condition and the statement of income and other changes in plan equity is presented for purposes of additional analysis rather than to present the financial condition and income and other changes in plan 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 Indianapolis, Indiana, June 7, 1996.
PSI ENERGY, INC. EMPLOYEES' 401(k) SAVINGS PLAN STATEMENT OF FINANCIAL CONDITION AS OF DECEMBER 31, 1995 Participant Directed Aggressive Money Equity Conservative Balanced Bond Market Participant Fund Equity Fund Fund Fund Fund Stock Fund Loan Fund ASSETS Investments $26,305,054 $12,849,809 $4,137,037 $1,387,077 $8,521,496 $21,470,962 $1,721,353 Contributions receivable Participants 17,007 7,589 5,525 1,012 6,327 3,455 - PSI Energy, Inc. - - - - - - - 17,007 7,589 5,525 1,012 6,327 3,455 - NET ASSETS $26,322,061 $12,857,398 $4,142,562 $1,388,089 $8,527,823 $21,474,417 $1,721,353 PLAN EQUITY $26,322,061 $12,857,398 $4,142,562 $1,388,089 $8,527,823 $21,474,417 $1,721,353 The accompanying notes are an integral part of these financial statements.
PSI ENERGY, INC. EMPLOYEES' 401(k) SAVINGS PLAN STATEMENT OF FINANCIAL CONDITION AS OF DECEMBER 31, 1995 (Continued) Non-Participant Directed___ Total Stock Fund Funds___ ASSETS Investments $17,068,788 $93,461,576 Contributions receivable Participants - 40,915 PSI Energy, Inc. 1,075,559 1,075,559 1,075,559 1,116,474 NET ASSETS $18,144,347 $94,578,050 PLAN EQUITY $18,144,347 $94,578,050 The accompanying notes are an integral part of these financial statements.
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 $17,867,496 $8,676,496 $3,390,608 $938,201 $6,969,909 $15,790,585 $1,501,910 Contributions receivable 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.
PSI ENERGY, INC. EMPLOYEES' 401(k) SAVINGS PLAN STATEMENT OF FINANCIAL CONDITION AS OF DECEMBER 31, 1994 (continued) Non-Participant Directed Total Stock Fund Funds ASSETS Investments $9,442,504 $64,577,709 Contributions receivable 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.
PSI ENERGY, INC. EMPLOYEES' 401(k) SAVINGS PLAN STATEMENT OF INCOME AND OTHER CHANGES IN PLAN EQUITY FOR THE YEAR ENDED DECEMBER 31, 1995 Participant Directed Aggressive Money Equity Conservative Balanced Bond Market Participant Fund Equity Fund Fund Fund Fund Stock Fund Loan Fund Investment income Interest $ - $ - $ - $ - $ - $ - $ 104,084 Dividends 1,502,712 725,466 114,329 84,912 429,944 1,173,344 - Net realized and unrealized appreciation of assets 5,189,484 2,209,174 497,249 114,170 - 4,926,544 - 6,692,196 2,934,640 611,578 199,082 429,944 6,099,888 104,084 Contributions Participants 2,680,740 1,342,877 668,189 197,791 739,765 460,610 - PSI Energy, Inc. - - - - - - - Rollovers 49,867 6,764 - 2,818 89,787 8,222 - Transfers (to)/from Union Employees' 401(k) Savings Plan, net (5,385) (1,408) 6,600 4,393 20,189 16,147 7,165 Withdrawals (881,299) (306,493) (180,276) (23,790) (289,892) (657,571) (11,037) 1,843,923 1,041,740 494,513 181,212 559,849 (172,592) (3,872) Transfers between funds (184,502) 154,094 (381,094) 61,693 540,467 (259,963) 119,231 Income and other changes in Plan equity for the year 8,351,617 4,130,474 724,997 441,987 1,530,260 5,667,333 219,443 Plan equity at beginning of the year 17,970,444 8,726,924 3,417,565 946,102 6,997,563 15,807,084 1,501,910 Plan equity at end of the year $26,322,061 $12,857,398 $4,142,562 $1,388,089 $8,527,823 $21,474,417 $1,721,353 The accompanying notes are an integral part of these financial statements.
PSI ENERGY, INC. EMPLOYEES' 401(k) SAVINGS PLAN STATEMENT OF INCOME AND OTHER CHANGES IN PLAN EQUITY FOR THE YEAR ENDED DECEMBER 31, 1995 (continued) Non-Participant Directed___ Total Stock Fund Funds___ Investment income Interest $ - $ 104,084 Dividends 825,120 4,855,827 Net realized and unrealized appreciation of assets 3,609,428 16,546,049 4,434,548 21,505,960 Contributions Participants - 6,089,972 PSI Energy, Inc. 3,556,752 3,556,752 Rollovers - 157,458 Transfers (to)/from Union Employees' 401(k) Savings Plan, net 14,146 61,847 Withdrawals (365,861) (2,716,219) 3,205,037 7,149,810 Transfers between funds (49,926) - Income and other changes in Plan equity for the year 7,589,659 28,655,770 Plan equity at beginning of the year 10,554,688 65,922,280 Plan equity at end of the year $18,144,347 $94,578,050 The accompanying notes are an integral part of these financial statements.
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. (PSI) 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 (ERISA). The administrative expenses of the Plan are paid by PSI. 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 for 1995 was U.S. Trust Company of California, N.A. (U.S. Trust). Effective April 1, 1996, two trustees are used by the Plan. U.S. Trust serves as trustee of Cinergy Corp. (Cinergy) common stock, and Fidelity Management Trust Company (FMTC) serves as trustee of the remaining assets of the Plan. There is an agreement between U.S. Trust and FMTC whereby U.S. Trust will have sole responsibility to vote the shares of Cinergy common stock and FMTC will execute purchases and sales of Cinergy common stock. 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 withdrawals received but not yet processed by the Plan of $61,099 for 1995 and $232,324 for 1994 have not been reflected in the financial statements. Note C - Income Tax Status: On November 14, 1995, PSI received a determination letter verifying that the Plan, as designed, 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). Management believes the Plan is being operated in compliance with the applicable requirements of the Code. 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 (PSI contributions) and Incentive Matching Account (PSI 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 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 PSI, 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 1995 is $9,240). The Plan also permits participants to make After-Tax contributions to the Plan. Participants may contribute a maximum of 10% of base pay to their Deferred Compensation Account and a maximum of 10% of base pay to their After-Tax Contribution Account. 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 PSI 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 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 PSI, 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 PSI, 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, or mutual funds or pooled funds investing in such securities, as determined by PSI, 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 or mutual funds or pooled funds investing in such securities, as determined by PSI, with the principal purpose of seeking current income consistent with the preservation of capital. - - 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 or mutual funds or pooled funds investing in such securities, as determined by PSI. The purpose of the Fund is to seek high money market yields while maintaining preservation of capital. - - Stock Fund The Stock Fund invests primarily in common stock of Cinergy, the parent company of PSI. (See Note H.) PSI contributions - PSI provides a discretionary matching contribution as determined by PSI'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 PSI's Board of Directors with respect to each plan year. Matching contributions are vested immediately. All PSI 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, PSI's Board of Directors approved an increase in the matching contributions and also approved an incentive matching contribution if PSI meets certain goals established by the PSI 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, 1995 1994 Aggressive Equity Fund 1,690 1,680 Conservative Equity Fund 1,274 1,264 Balanced Fund 627 617 Bond Fund 336 333 Money Market Fund 1,027 1,075 Stock Fund 2,208 2,364 Note E - Investments: The fair value of individual investments that represent 5% or more of the Plan's total net assets as of December 31, 1995 and 1994, are as follows: 1995 1994___ Aggressive Equity Fund Fidelity Magellan Fund $26,322,061 $17,970,444 Conservative Equity Fund Fidelity Equity-Income Fund 12,857,398 8,726,924 Balanced Fund Fidelity Asset Manager Fund - 3,417,565 Money Market Fund Fidelity Retirement Money Market 8,527,823 6,997,563 Stock Fund Cinergy Corp. Common Stock - Participant Directed 21,474,417 15,807,084 - Non-Participant Directed 18,144,347 10,554,688 Note F - Contributions Receivable: Amounts include contributions made in the month subsequent to the date of the financial statements of $59,029 and $336,730 for 1995 and 1994, respectively, and the incentive matching contribution of $1,057,446 and $1,007,841 for 1995 and 1994, respectively. Note G - Party-in-Interest and Reportable Transactions: Transactions in Cinergy common stock qualify as party-in-interest transactions, since Cinergy is the parent company of PSI, 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 H - 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 I - Reorganization of Plan Sponsor's Parent: In October 1994, PSI Resources, Inc. (Resources), parent company of PSI, and The Cincinnati Gas & Electric Company effected a corporate reorganization which resulted in a newly formed corporation named Cinergy Corp. Cinergy is a registered holding company under the Public Utility Holding company Act of 1935. PSI 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 J - 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, 1995 Plan equity per financial statements $94,578,050 Amounts allocated to withdrawing participants (61,099) Net assets per Form 5500 $94,516,951 The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: Year ended December 31, 1995 Withdrawals per financial statements $2,716,219 Add: Amounts allocated to withdrawing participants at December 31, 1995 61,099 Benefits paid to participants per Form 5500 $2,777,318 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. Note K - Plan Termination: Although it has not expressed any intent to do so, PSI has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. Note L - 1996 Voluntary Workforce Reduction Program: In January 1996, Cinergy announced a voluntary workforce reduction program which provides retirement and/or severance benefits to eligible employees. Although these benefits will not be paid from Plan assets, this matter may impact the level of distributions to participants in 1996 as participants elect to terminate their employment.
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, 1995 Approximate Market Value Investment Shares Cost Amount % Aggressive Equity Fund *Fidelity Magellan Fund 305,943.868 $20,838,436 $26,305,054 28.1 Conservative Equity Fund *Fidelity Equity- Income Fund 338,776.940 10,221,184 12,849,809 13.8 Balanced Fund *Fidelity Asset Manager Fund 261,011.777 3,819,158 4,137,037 4.4 Bond Fund *Fidelity U.S. Bond Index Fund 126,673.747 1,348,493 1,387,077 1.5 Money Market Fund *Fidelity Retirement Money Market - 8,521,496 8,521,496 9.1 Stock Fund *Cinergy Corp. Common Stock, $.01 Par Value - Participant Directed 701,092.635 12,657,945 21,470,962 23.0 - Non-Participant Directed 557,348.187 12,492,827 17,068,788 18.3 Participant Loan Fund - 1,721,353 1,721,353 1.8 Interest 7.15% - 7.85% TOTAL INVESTMENTS $71,620,892 $93,461,576 100.0 *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, 1995 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 63 $6,336,076 $ - $ - $6,336,076 $ - * Fidelity Magellan Fund 144 5,683,730 - - 5,683,730 - * Fidelity Equity Income Fund 118 2,761,703 - - 2,761,703 - * Fidelity Retirement Money Market Fund 131 2,869,993 - - 2,869,993 - Sales * Cinergy Stock Fund 40 - 1,565,387 1,158,840 1,565,387 406,547 * Fidelity Magellan Fund 78 - 2,435,657 2,037,387 2,435,657 398,270 * Fidelity Equity Income Fund 58 - 797,563 698,737 797,563 98,826 * Fidelity Retirement Money Market Fund 79 - 1,318,406 1,318,406 1,318,406 - * Denotes a party-in-interest transaction.
SIGNATURES THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. PSI ENERGY, INC. EMPLOYEES' 401(k) Date: June 27, 1996 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 by reference of our report, dated June 7, 1996 included in this Annual Report on Form 11-K for the year ended December 31, 1995 of the PSI Energy, Inc. Employees' 401(k) Savings Plan, into Cinergy Corp.'s previously filed Registration Statement File No. 33-56067. ARTHUR ANDERSEN LLP Indianapolis, Indiana, June 24, 1996. EX-99.E 3 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, 1995 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 Chairman, Deferred Compensation and Investment Plan Committee June 27, 1996 THE CINCINNATI GAS & ELECTRIC COMPANY DEFERRED COMPENSATION AND INVESTMENT PLAN STATEMENT OF FINANCIAL CONDITION WITH FUND INFORMATION DECEMBER 31, 1995 Participant Directed Cinergy Fidelity Fidelity Common Magellan Equity-Income Total Stock Fund Fund* Fund INVESTMENTS, at market Common Stock of Cinergy Corp. - (Notes 3 and 9) shares: 3,621,288 $110,901,946 $71,531,755 $ - $ - Fidelity Magellan Fund* - shares:115,691 9,947,118 - 9,947,118 - Fidelity Equity-Income Fund - shares: 541,029 20,521,238 - - 20,521,238 Fidelity Intermediate Bond Fund - shares: 324,441 3,377,431 - - - PNC Money Market Fund - 2,496,883 - - - 147,244,616 71,531,755 9,947,118 20,521,238 OTHER ASSETS Cash 360,106 232,268 - - Contribution Receivable 1,201,839 122,198 54,247 46,400 Dividend Receivable 131,847 - - 131,847 Realized Gain Receivable 593,311 - - 593,311 Accrued Income 708 457 - - Loans Receivable from Participants 3,226,771 - - - PARTICIPANTS' EQUITY $152,759,198 $71,886,678 $10,001,365 $21,292,796 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, 1996, the Fund had over $56 billion in net assets, consisting of the following classes: common stock and preferred stock, 70.7%; corporate bonds, 19.2%; other securities, 10.1%.
THE CINCINNATI GAS & ELECTRIC COMPANY DEFERRED COMPENSATION AND INVESTMENT PLAN STATEMENT OF FINANCIAL CONDITION WITH FUND INFORMATION DECEMBER 31, 1995 (CONTINUED) Non-Participant Participant Directed Directed Fidelity PNC Money Cinergy Intermediate Market Loan Common Bond Fund Fund Fund Stock Fund INVESTMENTS, at market Common Stock of Cinergy Corp. - (Notes 3 and 9) shares: 3,621,288 $ - $ - $ - $39,370,191 Fidelity Magellan Fund* - shares:115,691 - - - - Fidelity Equity-Income Fund - shares: 541,029 - - - - Fidelity Intermediate Bond Fund - shares: 324,441 3,377,431 - - - PNC Money Market Fund - - 2,496,883 - - 3,377,431 2,496,883 - 39,370,191 OTHER ASSETS Cash - - - 127,838 Contribution Receivable 10,488 8,942 - 959,564 Dividend Receivable - - - - Realized Gain Receivable - - - - Accrued Income - - - 251 Loans Receivable from Participants - - 3,226,771 - PARTICIPANTS' EQUITY $3,387,919 $2,505,825 $3,226,771 $40,457,844 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, 1996, the Fund had over $56 billion in net assets, consisting of the following classes: common stock and preferred stock, 70.7%; corporate bonds, 19.2%; other securities, 10.1%.
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 Common Magellan Equity-Income Total Stock Fund Fund* Fund INVESTMENTS, at market Common Stock of Cinergy Corp. - (Notes 3 and 9) 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 - - - PNC Money Market Fund - 1,820,544 - - - 110,080,230 54,846,378 6,566,321 16,644,016 OTHER ASSETS Cash 190,366 127,545 - - Contribution Receivable 277,077 115,404 47,204 41,637 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 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 Fidelity PNC Money Cinergy Intermediate Market Loan Common Bond Fund Fund Fund Stock Fund INVESTMENTS, at market Common Stock of Cinergy Corp. - (Notes 3 and 9) 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 2,962,298 - - - PNC Money Market Fund - - 1,820,544 - - 2,962,298 1,820,544 - 27,240,673 OTHER ASSETS Cash - - - 62,821 Contribution Receivable 9,454 6,537 - 56,841 Accrued Income - - - 285 Loans Receivable from Participants - - 2,865,296 - PARTICIPANTS' EQUITY $2,971,752 $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 CHANGES IN PARTICIPANTS' EQUITY WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1995 Participant Directed Cinergy Fidelity Fidelity Common Magellan Equity-Income Total Stock Fund Fund* Fund PARTICIPANTS' EQUITY beginning of year $113,413,832 $55,089,905 $6,613,525 $16,685,653 CHANGES DURING PERIOD Assets transferred between plans (Note 2) 343,279 127,641 29,522 51,383 Contributions (Note 5) 8,709,853 2,862,921 1,325,344 1,137,903 Dividend Income 6,938,877 3,910,713 63,550 519,498 Interest Income 216,020 135,836 24,361 37,644 Distributions to Participants (Notes 6,7, and 8) (9,836,401) (5,242,941) (572,425) (1,299,566) Net realized and unrealized appreciation/ (depreciation) in market value of investments 32,999,760 15,484,708 2,497,380 4,658,777 Investment Transfers (Note 3) - (446,584) 58,284 (294,220) Loans granted to Participants, net of repayments (26,022) (35,521) (38,176) (204,276) Net change during period 39,345,366 16,796,773 3,387,840 4,607,143 PARTICIPANTS' EQUITY end of year $152,759,198 $71,886,678 $10,001,365 $21,292,796 UNITS OF PARTICIPATION December 31, 1995 (including units to be distributed to Participants) Number of units Number of shares (Notes 3 and 9) 2,335,731 115,691 541,029 Value per unit, at market Market price per share (New York Stock Exchange - Composite) $30.63 $85.98 $37.93 NUMBER OF EMPLOYEES PARTICIPATING December 31, 1995 1,495 598 832 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, 1995 (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 $2,971,752 $1,827,081 $2,865,296 $27,360,620 CHANGES DURING PERIOD Assets transferred between plans (Note 2) 2,163 209 29,240 103,121 Contributions (Note 5) 277,336 239,557 - 2,866,792 Dividend Income 201,953 118,825 - 2,124,338 Interest Income 8,532 9,647 - - Distributions to Participants (Notes 6,7, and 8) (141,462) (291,658) (115,532) (2,172,817) Net realized and unrealized appreciation/ (depreciation) in market value of investments 183,105 - - 10,175,790 Investment Transfers (Note 3) 2,701 679,819 - - Loans granted to Participants, net of repayments (118,161) (77,655) 447,767 - Net change during period 416,167 678,744 361,475 13,097,224 PARTICIPANTS' EQUITY end of year $3,387,919 $2,505,825 $3,226,771 $40,457,844 UNITS OF PARTICIPATION December 31, 1995 (including units to be distributed to Participants) Number of units 2,496,883 3,226,771 Number of shares (Notes 3 and 9) 324,441 1,285,557 Value per unit, at market $1.00 $1.00 Market price per share (New York Stock Exchange - Composite) $10.41 $30.63 NUMBER OF EMPLOYEES PARTICIPATING December 31, 1995 376 321 354 1,495 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, 1995 and 1994 (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, and Lawrenceburg Gas Company are eligible to participate in the Plan upon completion of one year of service (effective January 1, 1996, employees are eligible to participate in the Plan upon employment). 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 1995. 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. In 1995, the Plan was amended to provide for incentive matching contributions. These incentive matching contributions range from $.10 to $.30 per dollar contributed by the participant up to 4% of base pay, depending on incentive goals attained by Cinergy Corp., CG&E's parent company. For those employees who do not contribute to the Plan, the employers contribute an incentive match assuming the participant contributed 1% of base pay. The accompanying financial statements reflect accrued incentive matching contributions of $878,000 for 1995. 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. Effective January 1, 1996, the Plan was amended to provide that participants would be immediately vested in the employer matching contributions. 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 account 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. Effective February 1, 1996, Fidelity Management Trust Company became the Trustee. 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, 1995 and 1994. 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. The preparation of financial statements in conformity with generally accepted accounting principles requires the Plan Committee to make estimates and assumptions that affect the reported amounts of participants' equity at the date of the financial statements, and the reported amounts of changes in participants' equity during the reporting period. Actual results could differ from those estimates. (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 (9) 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. The following investments exceed 5% of total net assets available for benefits at December 31, 1995 and 1994: 1995 1994 Cinergy Common Stock Fund $110,901,946 $82,087,051 Fidelity Equity Income Fund 20,521,238 16,644,016 Fidelity Magellan Fund 9,947,118 6,566,321 (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 the employers during the years ended December 31, 1995 and 1994 are as follows: 1995 1994 Participants $ 349,304 $ 384,244 Employers 8,360,549 7,397,283 $8,709,853 $7,781,527 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, are as follows: 1994 Cinergy Common Stock Fund $1,046,902 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 These amounts are classified in the accompanying Statements of Financial Condition as of December 31, 1994, as a component of Participants' Equity. There were no outstanding distributions as of December 31, 1995. (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) 1996 Voluntary Workforce Reduction Program - In January 1996, Cinergy announced a voluntary workforce reduction program which provides retirement and/or severance benefits to eligible employees. Although these benefits will not be paid from Plan assets, this matter may impact the level of distributions to participants in 1996 as participants elect to terminate their employment. (9) Merger - On October 24, 1994, PSI Resources, Inc. was merged with and into Cinergy Corp., and a subsidiary of Cinergy Corp. was merged with and into 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, with fund information, of THE CINCINNATI GAS & ELECTRIC COMPANY DEFERRED COMPENSATION AND INVESTMENT PLAN (the Plan) as of December 31, 1995 and 1994, and the related statement of changes in participants' equity, with fund information, for the year ended December 31, 1995. These financial statements and the schedules referred to below are the responsibility of the Deferred Compensation and Investment Plan Committee. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial condition, with fund information, of the Plan as of December 31, 1995 and 1994, and the changes in participants' equity, with fund information, for the year ended December 31, 1995, 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 statement 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 11, 1996 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, 1995 -------------------------------------------------------------------- (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 3,621,288 shares; $61,755,530 $110,901,946 Stock Fund $0.01 par value; $30.625 market price per share @ 12/31/95 Fidelity Magellan Mutual fund, 8,663,250 9,947,118 Fund primarily common stock; 115,691 shares; $85.98 net asset value @ 12/31/95 Fidelity Mutual fund, 17,836,058 20,521,238 Equity-Income Fund primarily equity securities; 541,029 shares; $37.93 net asset value @ 12/31/95 Fidelity Mutual fund, 3,377,542 3,377,431 Intermediate primarily Bond Fund fixed-income obligations; 324,441 shares; $10.41 net asset value @ 12/31/95 ** PNC Money Market Mutual fund, money 2,496,883 2,496,883 Fund market instruments; 2,496,883 units; $1.00 net asset value @ 12/31/95 Participant loans 8.25% - 9.50% 0 3,226,771 * 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, 1995 ------------------------------------ Total Total Total Dollar Total Dollar Identity of Number of Number Value of Value of Net Gain Securities Purchases of Sales Purchases Sales on Sales - ----------- --------- -------- ------------ ------------ -------- * Cinergy Corp. Common Stock Fund 150 152 $ 7,459,301 $10,459,763 $1,176,348 * Denotes a party-in-interest. Exhibit 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report dated June 11, 1996 included in this Annual Report on Form 11-K for the year ended December 31, 1995 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 11, 1996 EX-99.F 4 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, 1995 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 Chairman, Savings Incentive Plan Committee June 27, 1996
THE CINCINNATI GAS & ELECTRIC COMPANY SAVINGS INCENTIVE PLAN STATEMENT OF FINANCIAL CONDITION WITH FUND INFORMATION DECEMBER 31, 1995 Participant Directed Cinergy Fidelity Fidelity Common Magellan Equity-Income Total Stock Fund Fund* Fund INVESTMENTS, at market Common Stock of Cinergy Corp. - (Notes 3 and 7) shares: 4,187,387 $128,238,728 $90,506,792 $ - $ - Fidelity Magellan Fund* - shares: 34,594 2,974,415 - 2,974,415 - Fidelity Equity-Income Fund - shares: 205,435 7,792,161 - - 7,792,161 Fidelity Intermediate Bond Fund - shares: 118,437 1,232,925 - - - PNC Money Market Fund - 1,265,780 - - - 141,504,009 90,506,792 2,974,415 7,792,161 OTHER ASSETS Cash 262,905 185,558 - - Contribution Receivable 1,464,996 191,692 20,070 23,743 Dividend Receivable 49,345 - - 49,345 Realized Gain Receivable 222,053 - - 222,053 Accrued Income 648 457 - - Loans Receivable from Participants 4,558,730 - - - PARTICIPANTS' EQUITY $148,062,686 $90,884,499 $2,994,485 $8,087,302 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, 1996, the Fund had over $56 billion in net assets, consisting of the following classes: common stock and preferred stock, 70.7%; corporate bonds, 19.2%; other securities, 10.1%.
THE CINCINNATI GAS & ELECTRIC COMPANY SAVINGS INCENTIVE PLAN STATEMENT OF FINANCIAL CONDITION WITH FUND INFORMATION DECEMBER 31, 1995 (CONTINUED) Non-Participant Participant Directed Directed Fidelity PNC Money Cinergy Intermediate Market Loan Common Bond Fund Fund Fund Stock Fund INVESTMENTS, at market Common Stock of Cinergy Corp. - (Notes 3 and 7) shares: 4,187,387 $ - $ - $ - $37,731,936 Fidelity Magellan Fund* - shares: 34,594 - - - - Fidelity Equity-Income Fund - shares: 205,435 - - - - Fidelity Intermediate Bond Fund - shares: 118,437 1,232,925 - - - PNC Money Market Fund - - 1,265,780 - - 1,232,925 1,265,780 - 37,731,936 OTHER ASSETS Cash - - - 77,347 Contribution Receivable 4,992 11,190 - 1,213,309 Dividend Receivable - - - - Realized Gain Receivable - - - - Accrued Income - - - 191 Loans Receivable from Participants - - 4,558,730 - PARTICIPANTS' EQUITY $1,237,917 $1,276,970 $4,558,730 $39,022,783 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, 1996, the Fund had over $56 billion in net assets, consisting of the following classes: common stock and preferred stock, 70.7%; corporate bonds, 19.2%; other securities, 10.1%.
THE CINCINNATI GAS & ELECTRIC COMPANY SAVINGS INCENTIVE PLAN STATEMENT OF FINANCIAL CONDITION WITH FUND INFORMATION DECEMBER 31, 1994 Participant Directed Cinergy Fidelity Fidelity Common Magellan Equity-Income Total Stock Fund Fund* 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 - - - PNC Money Market Fund - 1,073,488 - - - 99,873,217 63,795,421 1,823,440 6,233,933 OTHER ASSETS Cash 193,410 139,255 - - Contribution Receivable 339,561 205,346 19,006 23,530 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 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 Fidelity PNC Money Cinergy Intermediate Market Loan Common Bond Fund 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 1,064,640 - - - PNC Money Market Fund - - 1,073,488 - - 1,064,640 1,073,488 - 25,882,295 OTHER ASSETS Cash - - - 54,155 Contribution Receivable 5,076 6,746 - 79,857 Accrued Income - - - 218 Loans Receivable from Participants - - 3,460,562 - PARTICIPANTS' EQUITY $1,069,716 $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 CHANGES IN PARTICIPANTS' EQUITY WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1995 Participant Directed Cinergy Fidelity Fidelity Common Magellan Equity-Income Total Stock Fund Fund* Fund PARTICIPANTS' EQUITY beginning of year $103,867,530 $64,140,584 $1,842,446 $6,257,463 CHANGES DURING PERIOD Assets transferred between plans (Note 2) (343,279) (127,641) (29,522) (51,383) Contributions (Note 5) 10,111,002 5,017,174 500,005 616,928 Dividend Income 7,165,997 4,823,975 17,790 196,552 Interest Income 291,074 228,970 15,446 31,316 Distributions to Participants (Note 6) (4,369,324) (3,085,012) (94,604) (192,496) Net realized and unrealized appreciation/ (depreciation) in market value of investments 31,339,686 20,430,682 702,512 1,759,998 Investment Transfers (Note 3) - 276,801 111,646 (312,939) Loans granted to Participants, net of repayments - (821,034) (71,234) (218,137) Net change during period 44,195,156 26,743,915 1,152,039 1,829,839 PARTICIPANTS' EQUITY end of year $148,062,686 $90,884,499 $2,994,485 $8,087,302 UNITS OF PARTICIPATION December 31, 1995 (including units to be distributed to Participants) Number of units Number of shares (Notes 3 and 7) 2,955,324 34,594 205,435 Value per unit, at market Market price per share (New York Stock Exchange - Composite) $30.63 $85.98 $37.93 NUMBER OF EMPLOYEES PARTICIPATING December 31, 1995 2,937 472 842 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, 1995 (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 $1,069,716 $1,080,234 $3,460,562 $26,016,525 CHANGES DURING PERIOD Assets transferred between plans (Note 2) (2,163) (209) (29,240) (103,121) Contributions (Note 5) 133,553 264,347 - 3,578,995 Dividend Income 71,569 66,562 - 1,989,549 Interest Income 8,326 7,016 - - Distributions to Participants (Note 6) (13,991) (45,053) (98,228) (839,940) Net realized and unrealized appreciation/ (depreciation) in market value of investments 65,719 - - 8,380,775 Investment Transfers (Note 3) (38,733) (36,775) - - Loans granted to Participants, net of repayments (56,079) (59,152) 1,225,636 - Net change during period 168,201 196,736 1,098,168 13,006,258 PARTICIPANTS' EQUITY end of year $1,237,917 $1,276,970 $4,558,730 $39,022,783 UNITS OF PARTICIPATION December 31, 1995 (including units to be distributed to Participants) Number of units 1,265,780 4,558,730 Number of shares (Notes 3 and 7) 118,437 1,232,063 Value per unit, at market $1.00 $1.00 Market price per share (New York Stock Exchange - Composite) $10.41 $30.63 NUMBER OF EMPLOYEES PARTICIPATING December 31, 1995 373 432 837 2,937 The accompanying notes are an integral part of this statement.
THE CINCINNATI GAS & ELECTRIC COMPANY SAVINGS INCENTIVE PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1995 and 1994 (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, and Lawrenceburg Gas Company are eligible to participate in the Plan upon completion of one year of service (effective January 1, 1996, employees are eligible to participate in the Plan upon employment). 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 1995. 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. In 1995, the Plan was amended to provide for incentive matching contributions. These incentive matching contributions range from $.10 to $.30 per dollar contributed by the participant up to 4% of base pay, depending on incentive goals attained by Cinergy Corp., CG&E's parent company. For those employees who do not contribute to the Plan, the employers contribute an incentive match assuming the participant contributed 1% of base pay. The accompanying financial statements reflect accrued incentive matching contributions of $1,119,000 for 1995. 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. Effective January 1, 1996, the Plan was amended to provide that participants would be immediately vested in the employer matching contributions. 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 account 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. Effective February 1, 1996, Fidelity Management Trust Company became the trustee. 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, 1995 and 1994. 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 occur as a result of changes in Employee status between the weekly and hourly paid classification and the executive, supervisory, administrative, and professional classification. The preparation of financial statements in conformity with generally accepted accounting principles requires the Plan Committee to make estimates and assumptions that affect the reported amounts of participants' equity at the date of the financial statements, and the reported amounts of changes in participants' equity during the reporting period. Actual results could differ from those estimates. (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. The following investments exceed 5% of total net assets available for benefits at December 31, 1995 and 1994: 1995 1994 Cinergy Common Stock Fund $128,238,728 $89,677,716 Fidelity Equity Income Fund 7,792,161 6,233,933 (4) Federal Income Tax Status - The Plan obtained its most recent determination letter in January 1995, in which the Internal Revenue Service 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 the employers during the years ended December 31, 1995 and 1994 are as follows: 1995 1994 Participants $ 562,619 $ 627,051 Employers 9,548,383 7,917,893 $10,111,002 $8,544,944 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, are as follows: 1994 Cinergy Common Stock Fund $393,672 Fidelity Equity-Income Fund 4,682 Fidelity Intermediate Bond Fund 488 Money Market Fund 217 Total $399,059 These amounts are classified in the accompanying Statements of Financial Condition as of December 31, 1994, as a component of Participants' Equity. There were no outstanding distributions as of December 31, 1995. (7) Merger - On October 24, 1994, PSI Resources, Inc. was merged with and into Cinergy Corp., and a subsidiary of Cinergy Corp. was merged with and into 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, with fund information, of THE CINCINNATI GAS & ELECTRIC COMPANY SAVINGS INCENTIVE PLAN (the Plan) as of December 31, 1995 and 1994, and the related statement of changes in participants' equity, with fund information, for the year ended December 31, 1995. These financial statements and the schedules referred to below are the responsibility of the Savings Incentive Plan Committee. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial condition, with fund information, of the Plan as of December 31, 1995 and 1994, and the changes in participants' equity, with fund information, for the year ended December 31, 1995, 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 statement 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 11, 1996 EXHIBIT I The Cincinnati Gas & Electric Company Savings Incentive Plan Sponsor EIN: 31-0240030 Administrator EIN: 31-1070386 Plan Number: 002 Part I, Schedule G (Form 5500, Item 27a) Schedule of Assets Held for Investment Purposes at December 31, 1995 -------------------------------------------------------------------- (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 4,187,387 shares; $73,368,869 $128,238,728 Stock Fund $0.01 par value; $30.625 market price per share @ 12/31/95 Fidelity Magellan Mutual fund, 2,633,958 2,974,415 Fund primarily common stock; 34,594 shares; $85.98 net asset value @ 12/31/95 Fidelity Mutual fund, 6,766,095 7,792,161 Equity-Income Fund primarily equity securities; 205,435 shares; $37.93 net asset value @ 12/31/95 Fidelity Mutual fund, 1,234,308 1,232,925 Intermediate primarily Bond Fund fixed-income obligations; 118,437 shares; $10.41 net asset value @ 12/31/95 ** PNC Money Market Mutual fund, money 1,265,780 1,265,780 Fund market instruments; 1,265,780 units; $1.00 net asset value @ 12/31/95 Participant loans 8.25% - 9.50% 0 4,558,730 * 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 Savings Incentive Plan Sponsor EIN: 31-0240030 Administrator EIN: 31-1070386 Plan Number: 002 Part V, Schedule G (Form 5500, Item 27d) Schedule of Reportable Transactions For the Year Ended December 31, 1995 ------------------------------------ Total Total Total Dollar Total Dollar Identity of Number of Number Value of Value of Net Gain Securities Purchases of Sales Purchases Sales on Sales - ----------- --------- -------- ------------ ------------ -------- * Cinergy Corp. Common Stock Fund 162 174 $ 9,693,197 $6,758,972 $879,518 * Denotes a party-in-interest. Exhibit 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report dated June 11, 1996 included in this Annual Report on Form 11-K for the year ended December 31, 1995 of The Cincinnati Gas & Electric Company Savings Incentive Plan, into its previously filed Registration Statement No. 33-55293. ARTHUR ANDERSEN LLP Cincinnati, Ohio, June 11, 1996 EX-99.C 5 FORM 11-K PSI ENERGY'S UNION EMPLOYEES' 401(K) 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, 1995 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 Page No. (a) Financial Statements Report of Independent Public Accountants Statement of Financial Condition as of December 31, 1995 Statement of Financial Condition as of December 31, 1994 Statement of Income and Other Changes in Plan Equity for the Year Ended December 31, 1995 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, 1995 Schedule II - Schedule of Reportable Transactions for the year ended December 31, 1995 (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 (the Plan) as of December 31, 1995 and 1994, and the related statement of income and other changes in plan equity for the year ended December 31, 1995. 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, 1995 and 1994, and the results of its operations and changes in plan equity for the year ended December 31, 1995, 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. The Fund Information in the statements of financial condition and the statement of income and other changes in plan equity is presented for purposes of additional analysis rather than to present the financial condition and income and other changes in plan 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 Indianapolis, Indiana, June 7, 1996.
PSI ENERGY, INC. UNION EMPLOYEES' 401(k) SAVINGS PLAN STATEMENT OF FINANCIAL CONDITION AS OF DECEMBER 31, 1995 Participant Directed Aggressive Money Equity Conservative Balanced Bond Market Participant Fund Equity Fund Fund Fund Fund Stock Fund Loan Fund ASSETS Investments $8,135,395 $4,430,746 $2,262,179 $391,416 $4,712,320 $12,728,121 $795,727 Contributions receivable Participants 55,660 27,193 17,957 3,745 28,489 21,905 - PSI Energy, Inc. - - - - - - - 55,660 27,193 17,957 3,745 28,489 21,905 - NET ASSETS $8,191,055 $4,457,939 $2,280,136 $395,161 $4,740,809 $12,750,026 $ 795,727 PLAN EQUITY $8,191,055 $4,457,939 $2,280,136 $395,161 $ 4,740,809 $12,750,026 $795,727 The accompanying notes are an integral part of these financial statements.
PSI ENERGY, INC. UNION EMPLOYEES' 401(k) SAVINGS PLAN STATEMENT OF FINANCIAL CONDITION AS OF DECEMBER 31, 1995 (Continued) Non-Participant Directed___ Participant Total Stock Fund Funds____ ASSETS Investments $10,150,350 $43,606,254 Contributions receivable Participants - 154,949 PSI Energy, Inc. 772,872 772,872 772,872 927,821 NET ASSETS $10,923,222 $44,534,075 PLAN EQUITY $10,923,222 $44,534,075 The accompanying notes are an integral part of these financial statements.
PSI ENERGY, INC. UNION EMPLOYEES' 401(k) SAVINGS PLAN STATEMENT OF INCOME AND OTHER CHANGES IN PLAN EQUITY FOR THE YEAR ENDED DECEMBER 31, 1995 Participant Directed_________________________________ Aggressive Money Equity Conservative Balanced Bond Market Participant Fund Equity Fund Fund Fund Fund Stock Fund Loan Fund_ Investment income Interest $ - $ - $ - $ - $ - $ - $ 50,779 Dividends 465,580 244,713 61,711 25,177 247,426 686,832 - Net realized and unrealized appreciation of assets 1,531,111 722,085 265,202 32,360 - 2,880,417 - 1,996,691 966,798 326,913 57,537 247,426 3,567,249 50,779 Contributions Participants 1,360,286 672,350 471,615 90,739 734,935 502,243 - PSI Energy, Inc. - - - - - - - Rollovers 6,064 - - - - - - Transfers (to)/from Employees' 401(k) Savings Plan, net 5,385 1,408 (6,600) (4,393) (20,189) (16,147) (7,165) Withdrawals (183,000) (73,046) (49,153) (55,925) (284,361) (562,774) (4,654) 1,188,735 600,712 415,862 30,421 430,385 (76,678) (11,819) Transfers between funds (44,849) 163,108 (132,379) (31,878) (75,844) 84,074 59,173 Income and other changes in Plan equity for the year 3,140,577 1,730,618 610,396 56,080 601,967 3,574,645 98,133 Plan equity at beginning of the year 5,050,478 2,727,321 1,669,740 339,081 4,138,842 9,175,381 697,594 Plan equity at end of the year $8,191,055 $4,457,939 $2,280,136 $ 395,161 $4,740,809 $12,750,026 $795,727 The accompanying notes are an integral part of these financial statements.
PSI ENERGY, INC. UNION EMPLOYEES' 401(k) SAVINGS PLAN STATEMENT OF INCOME AND OTHER CHANGES IN PLAN EQUITY FOR THE YEAR ENDED DECEMBER 31, 1995 (Continued) Non-Participant Directed____ Total Stock Fund Funds____ Investment income Interest $ - $ 50,779 Dividends 487,914 2,219,353 Net realized and unrealized appreciation of assets 2,130,887 7,562,062 2,618,801 9,832,194 Contributions Participants - 3,832,168 PSI Energy, Inc. 2,363,091 2,363,091 Rollovers - 6,064 Transfers (to)/from Employees' 401(k) Savings Plan, net (14,146) (61,847) Withdrawals (136,400) (1,349,313) 2,212,545 4,790,163 Transfers between funds (21,405) - Income and other changes in Plan equity for the year 4,809,941 14,622,357 Plan equity at beginning of the year 6,113,281 29,911,718 Plan equity at end of the year $10,923,222 $ 44,534,075 The accompanying notes are an integral part of these financial statements.
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. (PSI) who meet minimum age and service requirements. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The administrative expenses of the Plan are paid by PSI. 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 for 1995 was U.S. Trust Company of California, N.A. (U.S. Trust). Effective April 1, 1996, two trustees are used by the Plan. U.S. Trust serves as trustee of Cinergy Corp. (Cinergy) common stock, and Fidelity Management Trust Company (FMTC) serves as trustee of the remaining assets of the Plan. There is an agreement between U.S. Trust and FMTC whereby U.S. Trust will have sole responsibility to vote the shares of Cinergy common stock and FMTC will execute purchases and sales of Cinergy common stock. 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 withdrawals received but not yet processed by the Plan have not been reflected in the financial statements and total $16,102 for 1995 and $2,600 for 1994. Note C - Income Tax Status: On November 14, 1995, PSI received a determination letter verifying that the Plan, as designed, 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). Management believes the Plan is being operated in compliance with the applicable requirements of the Code. 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 (PSI contributions) and Incentive Matching Account (PSI 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 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 PSI, 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 1995 is $9,240). The Plan also permits participants to make After-Tax Contributions to the Plan. Participants may contribute a maximum of 10% of base pay to their Deferred Compensation Account and a maximum of 10% of base pay to their After-Tax Contribution Account. 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 PSI 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 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 PSI, 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 PSI, 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, or mutual funds or pooled funds investing in such securities, as determined by PSI, 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 or mutual funds or pooled funds investing in such securities, as determined by PSI, with the principal purpose of seeking current income consistent with the preservation of capital. - - 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 or mutual funds or pooled funds investing in such securities, as determined by PSI. The purpose of the Fund is to seek high money market yields while maintaining preservation of capital. - - Stock Fund The Stock Fund invests primarily in common stock of Cinergy, the parent company of PSI. (See Note H.) PSI contributions - PSI provides a discretionary matching contribution as determined by PSI'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 PSI's Board of Directors with respect to each plan year. Matching contributions are vested immediately. All PSI 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, PSI's Board of Directors approved an increase in the matching contribution and also approved an incentive matching contribution if PSI meets certain goals established by the PSI 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, 1995 1994 Aggressive Equity Fund 997 969 Conservative Equity Fund 683 649 Balanced Fund 388 387 Bond Fund 158 155 Money Market Fund 727 735 Stock Fund 1,589 1,601 Note E - Investments: The fair value of individual investments that represent 5% or more of the Plan's total net assets as of December 31, 1995 and 1994, are as follows: 1995 1994 Aggressive Equity Fund Fidelity Magellan Fund $ 8,191,055 $5,050,478 Conservative Equity Fund Fidelity Equity-Income Fund 4,457,939 2,727,321 Balanced Fund Fidelity Asset Manager Fund 2,280,136 1,669,740 Money Market Fund Fidelity Retirement Money Market 4,740,809 4,138,842 Stock Fund Cinergy Corp. Common Stock - Participant Directed 12,750,026 9,175,381 - Non-Participant Directed 10,923,222 6,113,281 Note F - Contributions Receivable: Amounts include contributions made in the month subsequent to the date of the financial statements of $221,106 and $185,346 for 1995 and 1994, respectively, and the incentive matching contribution of $706,715 and $616,066 for 1995 and 1994, respectively. Note G - Party-in-Interest and Reportable Transactions: Transactions in Cinergy common stock qualify as party-in-interest transactions, since Cinergy is the parent company of PSI, 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 H - 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 I - Reorganization of Plan Sponsor's Parent: In October 1994, PSI Resources, Inc. (Resources), parent company of PSI, and The Cincinnati Gas & Electric Company effected a corporate reorganization which resulted in a newly formed corporation named Cinergy Corp. Cinergy is a registered holding company under the Public Utility Holding Company Act of 1935. PSI 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 J - 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, 1995 Plan equity per financial statements $44,534,075 Amounts allocated to withdrawing participants (16,102) Net assets per Form 5500 $44,517,973 The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: Year ended December 31, 1995 Withdrawals per financial statements $1,349,313 Add: Amounts allocated to withdrawing participants at December 31, 1995 16,102 Benefits paid to participants per Form 5500 $1,365,415 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. Note K - Plan Termination: Although it has not expressed any intent to do so, PSI has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.
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, 1995 Approximate Market Value Investment Shares Cost Amount % Aggressive Equity Fund *Fidelity Magellan Fund 94,619.617 $ 6,679,978 $ 8,135,395 18.6 Conservative Equity Fund *Fidelity Equity- Income Fund 116,813.771 3,630,320 4,430,746 10.2 Balanced Fund *Fidelity Asset Manager Fund 142,724.250 2,092,330 2,262,179 5.2 Bond Fund *Fidelity U.S. Bond Index Fund 35,745.743 381,766 391,416 .9 Money Market Fund *Fidelity Retirement Money Market - 4,712,320 4,712,320 10.8 Stock Fund *Cinergy Corp. Common Stock, $.01 Par Value - Participant Directed 415,612.099 7,716,256 12,728,121 29.2 - Non-Participant Directed 331,439.989 7,466,635 10,150,350 23.3 Participant Loan Fund - 795,727 795,727 1.8 Interest 7.15%-7.85% TOTAL INVESTMENTS $33,475,332 $43,606,254 100.0 *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, 1995 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 56 $4,157,733 $ - $ - $4,157,733 $ - * Fidelity Magellan Fund 103 2,211,494 - - 2,211,494 - * Fidelity Retirement Money Market Fund 81 1,241,017 - - 1,241,017 - Sales * Cinergy Stock Fund 37 - 890,796 652,129 890,796 238,667 * Fidelity Magellan Fund 61 - 612,601 503,650 612,601 108,951 * Fidelity Retirement Money Market Fund 49 - 641,001 641,001 641,001 - * Denotes a party-in-interest transaction.
SIGNATURES THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. PSI ENERGY, INC. UNION EMPLOYEES' 401(k) Date: June 27, 1996 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 by reference of our report, dated June 7, 1996 included in this Annual Report on Form 11-K for the year ended December 31, 1995 of the PSI Energy, Inc. Union Employees' 401(k) Savings Plan, into Cinergy Corp.'s previously filed Registration Statement File No. 33-56067. ARTHUR ANDERSEN LLP Indianapolis, Indiana, June 24, 1996. -----END PRIVACY-ENHANCED MESSAGE-----