SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: October 24, 1994 Commission file number 2-7793
(Date of Earliest Event Reported)
THE UNION LIGHT, HEAT AND POWER COMPANY
(Exact Name of Registrant as Specified in its Charter)
Kentucky 31-0473080
(State of Incorporation) (I.R.S. Employer Identification No.)
139 EAST FOURTH STREET, CINCINNATI, OHIO 45202
(Address of Principal Executive Offices) (Zip Code)
513-381-2000
(Registrant's Telephone Number)
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ITEM 5. OTHER EVENTS.
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On October 24, 1994, pursuant to an Amended and Restated Agreement and
Plan of Reorganization dated as of December 11, 1992, as subsequently
amended and restated, PSI Resources, Inc. (Resources), an Indiana
corporation, merged with and into CINergy Corp. (CINergy), a Delaware
corporation, and a subsidiary of CINergy merged with and into The
Cincinnati Gas & Electric Company (CG&E), an Ohio corporation and the
parent company of The Union Light, Heat and Power Company (Union Light),
(collectively, the "Merger"). Following the Merger, CG&E and PSI Energy,
Inc. (Energy), an Indiana corporation, became subsidiaries of CINergy.
Prior to the Merger, Energy was a wholly owned subsidiary of Resources.
Union Light will remain a subsidiary of CG&E.
Each outstanding share of Resources common stock and CG&E common stock
was exchanged for 1.023 shares and one share, respectively, of CINergy
common stock, resulting in the issuance of approximately 148 million shares
of CINergy common stock, par value $.01 per share. The above described
exchange ratios were determined as a result of arms-length negotiations
between Resources and CG&E. No cash consideration was paid by CINergy
(except for fractional shares). The outstanding preferred stock and debt
securities of Energy and CG&E were not affected by the Merger. There are
approximately 78,000 shareholders of record of CINergy common stock.
Energy is engaged in the production, transmission, distribution, and
sale of electric energy in north central, central, and southern Indiana.
CG&E and its utility subsidiaries (Union Light, Miami Power
Corporation, The West Harrison Gas and Electric Company, and Lawrenceburg
Gas Company) are primarily engaged in providing electric and gas service in
the southwestern portion of Ohio and adjacent areas in Kentucky and
Indiana.
A copy of the joint press release announcing the consummation of the
Merger is attached hereto as Exhibit 99-a and is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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Exhibits
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99-a Joint press release announcing the consummation of the
Merger
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
THE UNION LIGHT, HEAT AND POWER COMPANY
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(Registrant)
Date: October 27, 1994 William L. Sheafer
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William L. Sheafer, Treasurer
(Signature)
EXHIBIT 99-a
CINERGY CORP.
THE CINCINNATI GAS & ELECTRIC CO.
PSI ENERGY INC.
CG&E Media Contact: Steve Brash 513/287-2226(w) 513/231-6895(h)
CG&E Investor Contact: Bill Sheafer 513/287-3852
PSI Media Contact: Angeline Protogere 317/838-1338(w) 317/298-3090(h)
Rob Norris 317/838-1181(w) 317/388-8037(h)
PSI Investor Contact: Renae Conley 317/838-1157
FOR IMMEDIATE RELEASE--Oct. 24, 1994
CG&E, PSI COMPLETE CINERGY MERGER
The Cincinnati Gas & Electric Company (NYSE:CIN) and PSI Resources Inc.
(NYSE:PIN) announced today they have officially closed their merger
creating CINergy Corp. as the holding company for CG&E and PSI Energy.
"We made official today a partnership that brings together the best of two
successful companies," said CINergy Chairman and Chief Executive Officer
Jackson H. Randolph. "For our customers, shareholders, and respective
states, our combination means we're in a strong position to keep rates low
and our companies competitive with the nation's energy providers."
Said James E. Rogers, CINergy's vice chairman, president and chief
operating officer, "CINergy is a reality today because CG&E and PSI
tenaciously pursued a vision of a company that would create the most value
for our customers and shareholders in a changing, more competitive
industry. We will be just as determined now to operate a company that will
deliver more than $1.5 billion dollars for customers and shareholders."
CINergy expects to realize its savings over the next 10 years. A large
part of those savings comes from areas such as construction. Because CG&E
and PSI will now be operating jointly, the companies are able to defer
plans for a coal-fired baseload plant CG&E had planned for the early 2000s
and a peaking unit PSI had planned for 1995.
CINergy plans to file soon with the Securities and Exchange Commission a
formal notification that it will be a registered holding company under the
Public Utility Holding Company Act of 1935. CG&E and PSI Energy will
remain incorporated in Ohio and Indiana respectively as subsidiaries of
CINergy. PSI Resources Inc., the former holding company for PSI Energy,
has been replaced by CINergy. CINergy's offices will be in Cincinnati, but
corporate functions will be divided between both Indiana and Ohio.
CG&E and PSI customers will see few--if any--differences in their utility
companies now that we are part of CINergy. They will continue to see the
same company name, vehicles, meter readers and commitment to high-quality
service. The combined company will be a stronger regional energy company,
but one still responsive to local needs and state regulators.
As of Oct. 25, CINergy common stock will be listed on the New York Stock
Exchange with the symbol CIN. Trading of CG&E and PSI common stock ended
with the close of the market today.
The CINergy board of directors, which was elected today, approved a partial
CINergy common stock dividend of 10.28 cents per share. The amount was
determined by prorating CINergy's 43-cent per share quarterly dividend for
the remainder of the quarter ending Nov. 15. The dividend is payable Nov.
15 to shareholders of record as of Nov. 3. This will be in addition to,
but paid separately from, the prorated dividends of 32.72 cents per share
for CG&E stock and 18.05 cents per share for PSI stock announced last week.
The final CG&E and PSI prorated dividends are payable Nov. 8.
The exchange rate for CG&E shares will be one for one, while the exchange
rate under the merger agreement for PSI shares will be 1.023 shares of
CINergy stock for each share of PSI. Shareholders of CG&E and PSI will be
sent more information in the next week to 10 days about the process for
exchanging their current common stock certificates for new CINergy
certificates. Shareholders should not send in their stock certificates
until they receive the exchange instructions.
CINergy is now the 13th largest investor-owned electric utility in the
United States in terms of electric generating capability. It will serve
approximately 1.3 million electric customers and 420,000 gas customers in a
25,000 square-mile area of Ohio, Indiana and Kentucky.
