-----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, IIN36dH6fqVgMvJWz1DXFf6qqnGpe8nLAyDREVdgLlCB0tVO9SaxOYsOuIKZ2ZA7 mHcn7zi2zpa0O8oEWnhn+Q== 0000899652-97-000158.txt : 19970630 0000899652-97-000158.hdr.sgml : 19970630 ACCESSION NUMBER: 0000899652-97-000158 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970627 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11377 FILM NUMBER: 97631056 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 11-K 1 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, 1996 Commission File Number 1-11377 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 THE CG&E COMPANY DEFERRED COMPENSATION AND INVESTMENT PLAN FINANCIAL STATEMENTS AND EXHIBIT Page No. (a) Financial Statements Report of Independent Public Accountants Statement of Net Assets Available for Benefits with Fund Information as of December 31, 1996 Statement of Net Assets Available for Benefits with Fund Information as of December 31, 1995 Statement of Changes in Net Assets Available for Benefits with Fund Information for the Year Ended December 31, 1996 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, 1996 Schedule II - Schedule of Reportable Transactions for the year ended December 31, 1996 (b) Exhibit 23) Consent of Independent Public Accountants REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Plan Administrator of The Cincinnati Gas & Electric Company Deferred Compensation and Investment Plan : We have audited the accompanying statements of net assets available for benefits of THE CINCINNATI GAS & ELECTRIC COMPANY DEFERRED COMPENSATION AND INVESTMENT PLAN as of December 31, 1996 and 1995, and the related statement of changes in net assets available for benefits for the year ended December 31, 1996. These financial statements are the responsibility of the Plan's Management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1996 and 1995, and the changes in net assets available for benefits for the year ended December 31, 1996, 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 (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 net assets available for benefits and the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits 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 23, 1997
THE CINCINNATI GAS & ELECTRIC COMPANY DEFERRED COMPENSATION AND INVESTMENT PLAN Statement of Net Assets Available for Benefits with Fund Information As of December 31, 1996 Participant Directed Fidelity Fidelity Fidelity Fidelity Retirement Magellan Equity-Income Intermediate Money Market Fund Fund Bond Fund Fund ASSETS Investments, at fair value: Shares of registered investment companies $13,661,637 $26,658,992 $3,838,436 $6,329,964 Common Stock - - - - Participant Loans - - - - 13,661,637 26,658,992 3,838,436 6,329,964 Receivables: Employer's Contribution - - - - Total receivables - - - - Net assets available for benefits $13,661,637 $26,658,992 $3,838,436 $6,329,964 The accompanying notes are an integral part of these financial statements.
THE CINCINNATI GAS & ELECTRIC COMPANY DEFERRED COMPENSATION AND INVESTMENT PLAN Statement of Net Assets Available for Benefits with Fund Information As of December 31, 1996 Non-Participant Participant Directed Directed Cinergy Participant Cinergy Common Loan Common Stock Fund Fund Stock Fund Total ASSETS Investments, at fair value: Shares of registered investment companies - - - $50,489,029 Common Stock 69,235,696 - $42,728,740 111,964,436 Participant Loans - 3,665,320 - 3,665,320 69,235,696 3,665,320 42,728,740 166,118,785 Receivables: Employer's Contribution - - 749,139 749,139 Total receivables - - 749,139 749,139 Net assets available for benefits $69,235,696 3,665,320 $43,477,879 $166,867,924 The accompanying notes are an integral part of these financial statements.
THE CINCINNATI GAS & ELECTRIC COMPANY DEFERRED COMPENSATION AND INVESTMENT PLAN Statement of Net Assets Available for Benefits with Fund Information As of December 31, 1995 Participant Directed Fidelity Fidelity Fidelity PNC Magellan Equity-Income Intermediate Money Market Fund Fund Bond Fund Fund ASSETS Investments, at fair value: Shares of registered investment companies $9,947,118 $20,521,238 $3,377,431 $2,496,883 Common Stock - - - - Participant Loans - - - - Cash - - - - 9,947,118 20,521,238 3,377,431 2,496,883 Receivables: Employer's Contribution - - - - Participants' Contribution 54,247 46,400 10,488 8,942 Dividend Receivable - 131,847 - - Realized Gain - 593,311 - - Accrued Income - - - - Total receivables 54,247 771,558 10,488 8,942 Net assets available for benefits $10,001,365 $21,292,796 $3,387,919 $2,505,825 The accompanying notes are an integral part of these financial statements.
THE CINCINNATI GAS & ELECTRIC COMPANY DEFERRED COMPENSATION AND INVESTMENT PLAN Statement of Net Assets Available for Benefits with Fund Information As of December 31, 1995 Non-Participant Participant Directed Directed Cinergy Participant Cinergy Common Loan Common Stock Fund Fund Stock Fund Total ASSETS Investments, at fair value: Shares of registered investment companies - - - $ 36,342,670 Common Stock $71,531,755 - $39,370,191 110,901,946 Participant Loans - $3,226,771 - 3,226,771 Cash 232,268 - 127,838 360,106 71,764,023 3,226,771 39,498,029 150,831,493 Receivables: Employer's Contribution - - 959,564 959,564 Participants' Contribution 122,198 - - 242,275 Dividend Receivable - - - 131,847 Realized Gain - - - 593,311 Accrued Income 457 - 251 708 Total receivables 122,655 - 959,815 1,927,705 Net assets available for benefits $71,886,678 $3,226,771 $40,457,844 $152,759,198 The accompanying notes are an integral part of these financial statements.
THE CINCINNATI GAS & ELECTRIC COMPANY DEFERRED COMPENSATION AND INVESTMENT PLAN Statement of Changes in Net Assets Available for Benefits With Fund Information For the Year Ended December 31, 1996 Participant Directed Fidelity Fidelity Fidelity Fidelity Retirement Magellan Equity-Income Intermediate Money Market Fund Fund Bond Fund Fund Additions to net assets attributed to Investment income Net appreciation (depreciation) in fair value of investments $ (473,440) $2,859,727 $(111,977) $ 11,807 Interest - - - - Dividends 1,798,901 1,669,601 260,491 187,224 1,325,461 4,529,328 148,514 199,031 Contributions: Participants' 1,454,294 1,300,689 271,256 245,401 Employer's - - - - 1,454,294 1,300,689 271,256 245,401 Total Additions 2,779,755 5,830,017 419,770 444,432 Deductions from net assets attributed to: Benefits paid to participants 1,315,779 2,534,639 288,297 3,806,481 Total Deductions 1,315,779 2,534,639 288,297 3,806,481 Net increase/(decrease) prior to transfers 1,463,976 3,295,378 131,473 (3,362,049) Interfund transfers 2,156,444 2,015,524 313,033 7,181,808 Interplan transfers 39,852 55,294 6,011 4,380 Net increase (decrease) 3,660,272 5,366,196 450,517 3,824,139 Net assets available for benefits: Beginning of year 10,001,365 $21,292,796 3,387,919 2,505,825 End of year $13,661,637 $26,658,992 $3,838,436 $6,329,964 The accompanying notes are an integral part of these financial statements.
THE CINCINNATI GAS & ELECTRIC COMPANY DEFERRED COMPENSATION AND INVESTMENT PLAN Statement of Changes in Net Assets Available for Benefits With Fund Information For the Year Ended December 31, 1996 Non-Participant Participant Directed Directed Cinergy Participant Cinergy Common Loan Common Stock Fund Fund Stock Fund Total Additions to net assets attributed to Investment income Net appreciation (depreciation) in fair value of investments $6,084,683 $ - $ 3,749,271 $12,120,071 Interest - 269,397 - 269,397 Dividends 3,910,560 - 2,251,506 10,078,283 9,995,243 269,397 6,000,777 22,467,751 Contributions: Participants' 2,804,261 - - 6,075,901 Employer's - - 2,725,338 2,725,338 2,804,261 - 2,725,338 8,801,239 Total Additions 12,799,504 269,397 8,726,115 31,268,990 Deductions from net assets attributed to: Benefits paid to participants 6,721,989 32,942 3,024,998 17,725,125 Total Deductions 6,721,989 32,942 3,024,998 17,725,125 Net increase/(decrease) prior to transfers 6,077,515 236,455 5,701,117 13,543,865 Interfund transfers (8,999,561) 153,725 (2,820,973) - Interplan transfers 271,064 48,369 139,891 564,861 Net increase (decrease) (2,650,982) 438,549 3,020,035 14,108,726 Net assets available for benefits: Beginning of year 71,886,678 3,226,771 40,457,844 152,759,198 End of year $69,235,696 $3,665,320 $43,477,879 $166,867,924 The accompanying notes are an integral part of these financial statements.
THE CINCINNATI GAS & ELECTRIC COMPANY DEFERRED COMPENSATION AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1996 AND 1995 (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. Participants should refer to the Plan Document and the related Trust Agreement, including the defined terms, for complete information of the Plan's provisions. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). All executive, supervisory, administrative, and professional employees of The Cincinnati Gas & Electric Company (CG&E) a subsidiary of Cinergy Corp., The Union Light, Heat and Power Company, and Lawrenceburg Gas Company are eligible to participate in the Plan upon employment. Under the Plan, participants may contribute up to 15% of annual pretax compensation, as defined in the Plan. 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 are subject to certain limitations. The salary deferrals and optional contributions are invested by the trustee, as directed by each participant, in one or more investment funds, including the Cinergy Common Stock Fund. The participant's employer contributes 55% of the first 5% of base pay, contributed by each participant. An additional incentive match of up to 30% of the first 4% of base pay that a participant contributes may be contributed at the discretion of the employer's board of directors. For those employees who do not contribute to the Plan, the employers contribute an incentive match assuming the participant contributed 1% of base pay. All employer contributions must be invested by the trustee in the Cinergy Common Stock Fund. The employer contributions must remain in the Cinergy Common Stock Fund until the Participant reaches age 50 and are shown on the statement of net assets available for benefits and statement of changes in net assets available for benefits as "Non-Participant Directed" funds. Participants are immediately vested in all contributions and earnings thereon. Participants are generally eligible to receive distributions of 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 of 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. The loans are secured by the balance in the participant's account and bear interest at the prime rate plus 1/2%, and are repaid within five years (54 months effective January 1, 1996) through regular payroll deductions. The Plan is administered by the CG&E DCIP Committee (the Plan Committee) and trusteed by Fidelity Management Trust Company (Fidelity). Prior to February 1, 1996, PNC Bank, Ohio, N.A. was the Trustee. Administrative expenses of the Plan are paid by the employer. (2) Significant Accounting Policies - The financial statements of the Plan are prepared under the accrual method of accounting. Investments are stated at fair value. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at year- end. Cinergy common stock is valued at its quoted market price. Participant loans are valued at cost, which approximates market. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Benefits are recorded when paid. 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 assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (3) Investments - A participant may elect or change investment funds and/or the percentages in which contributions will be allocated at any time. The following investments exceed 5% of total net assets available for benefits at December 31, 1996 and 1995: 1996 1995 Cinergy Common Stock Fund: Participant Directed $69,235,696 $71,531,755 Non Participant Directed 42,728,740 39,370,191 Fidelity Equity-Income Fund 26,658,992 20,521,238 Fidelity Magellan Fund 13,661,637 9,947,118 (4) Federal Income Tax Status - The Plan received a determination letter dated January 1995, in which the Internal Revenue Service (IRS) determined and informed the Plan Administrator that the Plan is designed in accordance with applicable sections of the Internal Revenue Code (IRC). The plan has been amended since receiving the determination letter. However, the Plan Committee and the Plan's legal counsel believe that the Plan is designed and currently being operated in compliance with the applicable requirements of the IRC. (5) Investment Options The investment options 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: n Fidelity Magellan Fund The Fidelity Magellan Fund invests mainly in equity securities of domestic foreign and multinational issues of all sizes that offer potential for growth with the principal purpose of seeking maximum appreciation in value. n Fidelity Equity-Income Fund The Fidelity Equity-Income Fund invests mainly in income producing equity securities with the principal purpose of earning reasonable income while considering the potential for capital appreciation. n Fidelity Intermediate Bond Fund The Fidelity Intermediate Bond Fund invests in domestic and foreign investment-grade securities with the principal purpose of a moderate risk level and yield potential. n Fidelity Retirement Money Market Fund The Fidelity Retirement Money Market Fund invests in high quality money market instruments including certificates of deposit, commercial paper, short-term corporate and U.S. Government obligations and bankers' acceptances issued by major banks. The purpose of the Fund is to seek high money market yields while maintaining preservation of capital. n Cinergy Common Stock Fund The Cinergy Common Stock Fund invests primarily in common stock of Cinergy Corp. (6) 1996 Voluntary Workforce Reduction Program - During 1996, CG&E and its subsidiaries implemented a Voluntary Workforce Reduction Program (VWRP). Benefits paid to participants in the statement of changes in net assets available for benefits for the year ended December 31, 1996 includes approximately $12.4 million in distributions to participants who elected to terminate or retire under the VWRP. (7) Reconciliation of Financial Statements to Form 5500 - The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500: December 31, 1996 Net assets available for benefits per the financial statements $166,867,924 Amounts allocated to withdrawing participants (13,000) Net assets available for benefits per the Form 5500 $166,854,924 The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: Year ended December 31, 1996 Benefits paid to participants per the financial statements $17,725,125 Add: Amounts allocated to withdrawing participants at December 31, 1996 13,000 Benefits paid to participants per the Form 5500 $17,738,125 Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved prior to December 31, but not yet paid as of that date. (8) Related Party Transactions - Certain Plan investments are shares of mutual funds managed by Fidelity. Fidelity is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest. (9) Plan Termination - Although it has not expressed any intent to do so, CG&E 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 The Cincinnati Gas & Electric Company Deferred Compensation and Investment Plan Sponsor EIN: 31-0240030 Administrator EIN: 31-1070386 Plan Number: 004 Item 27a - Schedule of Assets Held for Investment Purposes at December 31, 1996 (a) (b) (c) (d) (e) Description of investment including maturity date, rate of Identity of issue interest, borrower, lessor, collateral, par or Historical Current or similar party maturity value Cost Value * Cinergy Common Stock Fund 3,354,740 shares; $61,436,853 $111,964,436 $0.01 par value; $33.375 market price per share @ 12/31/96 * Fidelity Magellan Fund Mutual fund, 12,861,412 13,661,637 primarily common stock; 169,394 shares; $80.65 net asset value @ 12/31/96 * Fidelity Mutual fund, 21,746,890 26,658,992 Equity-Income primarily equity Fund securities; 622,437 shares; $42.83 net asset value @ 12/31/96 * Fidelity Mutual fund, 3,934,000 3,838,436 Intermediate primarily Bond Fund fixed-income obligations; 380,797 shares; 10.08 net asset value @ 12/31/96 * Fidelity Mutual fund, money 6,329,964 6,329,964 Retirement Money market instruments; Market Fund 6,329,964 units; $1.00 net asset value @ 12/31/96 * Participant loans Interest rates ranging from 8.25 - 9.50% 3,665,320 3,665,320 *Denotes a party-in-interest. Schedule II The Cincinnati Gas & Electric Company Deferred Compensation and Investment Plan Sponsor EIN: 31-0240030 Administrator EIN: 31-1070386 Plan Number: 004 Item 27d - Schedule of Reportable Transactions For the Year Ended December 31, 1996 Total Total Identity of Number of Number Purchase Selling Net Gain Securities Purchases of Sales Price(A) Price(A) on Sales *Cinergy Corp. Common Stock Fund 201 177 $16,009,408 $26,699,004 $10,233,074 *Fidelity Magellan Fund 171 115 7,766,358 3,563,440 11,765 *Fidelity Equity Income Fund 172 120 8,647,018 5,356,792 631,175 *Fidelity Retirement Money Market Fund 137 91 11,598,845 7,777,572 - *Denotes a party-in-interest (A) The current value of all assets acquired or disposed of, at the time of the acquisition or disposition, is equal to the purchase price or selling price, respectively SIGNATURES 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. THE CINCINNATI GAS & ELECTRIC COMPANY DEFERRED COMPENSATION AND INVESTMENT PLAN (Name of Plan) By /s/JERRY W. LIGGETT Plan Administrator June 27, 1997 Exhibit 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report dated June 23, 1997 included in this Annual Report on Form 11-K for the year ended December 31, 1996 of The Cincinnati Gas & Electric Company Deferred Compensation and Investment Plan, into Cinergy Corp.'s previously filed Registration Statement File No. 33- 55291. ARTHUR ANDERSEN LLP Cincinnati, Ohio June 23, 1997 -----END PRIVACY-ENHANCED MESSAGE-----