SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
[ X ] Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1993
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from ____ to ____
Commission Registrant; State of Incorporation; I.R.S. Employer
File Number Address; and Telephone Number Identification No.
1-9130 CENTERIOR ENERGY CORPORATION 34-1479083
(An Ohio Corporation)
6200 Oak Tree Boulevard
Independence, Ohio 44131
Telephone (216) 447-3100
1-2323 THE CLEVELAND ELECTRIC 34-0150020
ILLUMINATING COMPANY
(An Ohio Corporation)
55 Public Square
Cleveland, Ohio 44113
Telephone (216) 622-9800
1-3583 THE TOLEDO EDISON COMPANY 34-4375005
(An Ohio Corporation)
300 Madison Avenue
Toledo, Ohio 43652
Telephone (419) 249-5000
<PAGE>
The Annual Reports on Form 10-K of Centerior Energy Corporation
(File No. 1-9130), The Cleveland Electric Illuminating Company (File
No. 1-2323) and The Toledo Edison Company (File No. 1-3583) for the
fiscal year ended December 31, 1993 are each amended to file as
Exhibit 99a under "Part IV. Item 14. Exhibits, Financial Statement
Schedules and Reports on Form 8-K -- (a) Documents Filed as a Part
of the Report -- 4. Exhibits" in each Form 10-K, pursuant to Rule
15d-21 under the Securities Exchange Act of 1934, the attached
Financial Statements of the Centerior Energy Corporation Employee
Savings Plan for the fiscal year ended December 31, 1993, which
Exhibit 99a is an exhibit common to all three Annual Reports on Form
10-K.
-1-
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, each
registrant identified below has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
CENTERIOR ENERGY CORPORATION
(Registrant)
THE CLEVELAND ELECTRIC
ILLUMINATING COMPANY
(Registrant)
THE TOLEDO EDISON COMPANY
(Registrant)
By: JANIS T. PERCIO
Janis T. Percio
Assistant Secretary of each Registrant
Date: June 23, 1994
-2-
<PAGE>
EXHIBIT 99a
FINANCIAL STATEMENTS
OF THE
CENTERIOR ENERGY CORPORATION
EMPLOYEE SAVINGS PLAN
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
<PAGE>
<TABLE>
CENTERIOR ENERGY CORPORATION
EMPLOYEE SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
<CAPTION>
December 31, 1993
----------------------------------------------------------------------------
Centerior Fixed
Stock Equity Income
Fund Fund Fund Loans Total
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
ASSETS
- - - - - ------
Centerior Energy Corporation - common stock,
at market value $48,995,691 $0 $0 $0 $48,995,691
Equity Fund - diversified common stock fund,
at market value 0 62,356,938 0 0 62,356,938
Funds on deposit with insurance companies and
banks, at market value 0 0 66,813,277 0 66,813,277
United States government securities, at
market value 0 0 52,530,284 0 52,530,284
Loans receivable from participants 0 0 0 4,456,963 4,456,963
Cash and temporary cash investments 4,261,912 0 1,439,888 0 5,701,800
Transfers receivable 0 0 1,111,915 0 1,111,915
Investment income receivable 15,397 109,877 423,078 0 548,352
Contributions and other receivables from:
Participants 148,986 225,270 158,860 0 533,116
Employer 59,541 81,698 57,934 0 199,173
Pension trustee and others 0 771,986 77,919 0 849,905
------------- ------------- ------------- ------------- -------------
Total assets $53,481,527 $63,545,769 $122,613,155 $4,456,963 $244,097,414
============= ============= ============= ============= =============
LIABILITIES AND PLAN EQUITY
- - - - - ---------------------------
Transfers payable $654,730 $440,369 $0 $16,816 $1,111,915
Liabilities for investment purchases and other 643,009 853,510 84,190 0 1,580,709
Plan equity 52,183,788 62,251,890 122,528,965 4,440,147 241,404,790
------------- ------------- ------------- ------------- -------------
Total liabilities and plan equity $53,481,527 $63,545,769 $122,613,155 $4,456,963 $244,097,414
============= ============= ============= ============= =============
<FN>
The accompanying notes to the financial statements are an integral part of this statement.
</TABLE>
<PAGE>
<TABLE>
CENTERIOR ENERGY CORPORATION
EMPLOYEE SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
<CAPTION>
December 31, 1992
----------------------------------------------------------------------------
Centerior Fixed
Stock Equity Income
Fund Fund Fund Loans Total
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
ASSETS
- - - - - ------
Centerior Energy Corporation - common stock,
at market value $99,367,646 $0 $0 $0 $99,367,646
Equity Fund - diversified common stock fund,
at market value 0 52,256,538 0 0 52,256,538
Funds on deposit with insurance companies and
banks, at market value 0 0 47,160,323 0 47,160,323
Loans receivable from participants 0 0 0 3,564,373 3,564,373
Cash and temporary cash investments 1,666,271 1,612,971 220,877 0 3,500,119
Transfers receivable 0 135,178 876,622 0 1,011,800
Investment income receivable 4,603 97,736 106,255 0 208,594
Contributions and other receivables from:
Participants 93,053 94,951 56,533 0 244,537
Employer 35,984 33,674 19,932 0 89,590
------------- ------------- ------------- ------------- -------------
Total assets $101,167,557 $54,231,048 $48,440,542 $3,564,373 $207,403,520
============= ============= ============= ============= =============
LIABILITIES AND PLAN EQUITY
- - - - - ---------------------------
Transfers payable $1,011,800 $0 $0 $0 $1,011,800
Liabilities for investment purchases 500,000 0 105,829 0 605,829
Plan equity 99,655,757 54,231,048 48,334,713 3,564,373 205,785,891
------------- ------------- ------------- ------------- -------------
Total liabilities and plan equity $101,167,557 $54,231,048 $48,440,542 $3,564,373 $207,403,520
============= ============= ============= ============= =============
<FN>
The accompanying notes to the financial statements are an integral part of this statement.
</TABLE>
<PAGE>
<TABLE>
CENTERIOR ENERGY CORPORATION
EMPLOYEE SAVINGS PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
<CAPTION>
Year Ended December 31, 1993
----------------------------------------------------------------------------
Centerior Fixed
Stock Equity Income
Fund Fund Fund Loans Total
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Contributions:
Participants $4,741,769 $6,641,924 $4,355,469 $0 $15,739,162
Employer 1,888,334 2,365,855 1,571,313 0 5,825,502
Rollover 856,817 6,134,494 59,349,308 0 66,340,619
Investment income:
Dividends 7,186,492 1,338,494 0 0 8,524,986
Interest 82,347 73,312 2,183,602 263,349 2,602,610
Net realized gain (loss) and unrealized
appreciation (depreciation) in market
value of investments (26,723,610) (387,797) 1,989,261 0 (25,122,146)
Transfers (to)/from other funds (net) (20,754,474) 1,572,316 19,163,105 19,053 0
Loan activity:
Borrowings (1,065,856) (688,688) (786,843) 2,541,387 0
Repayment of borrowings 0 0 1,608,012 (1,608,012) 0
Interest payments 0 0 263,349 (263,349) 0
------------- ------------- ------------- ------------- -------------
(33,788,181) 17,049,910 89,696,576 952,428 73,910,733
Less - Amounts withdrawn by participants 13,683,788 9,029,068 15,502,324 76,654 38,291,834
------------- ------------- ------------- ------------- -------------
Increase (Decrease) in plan equity
for the year (47,471,969) 8,020,842 74,194,252 875,774 35,618,899
Plan equity at beginning of year 99,655,757 54,231,048 48,334,713 3,564,373 205,785,891
------------- ------------- ------------- ------------- -------------
Plan equity at end of year $52,183,788 $62,251,890 $122,528,965 $4,440,147 $241,404,790
============= ============= ============= ============= =============
<FN>
The accompanying notes to the financial statements are an integral part of this statement.
</TABLE>
<PAGE>
<TABLE>
CENTERIOR ENERGY CORPORATION
EMPLOYEE SAVINGS PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
<CAPTION>
Year Ended December 31, 1992
----------------------------------------------------------------------------
Centerior Fixed
Stock Equity Income
Fund Fund Fund Loans Total
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Contributions:
Participants $5,459,556 $6,028,751 $3,953,734 $0 $15,442,041
Employer 2,190,304 2,234,801 1,498,119 0 5,923,224
Investment income:
Dividends 7,850,104 1,101,517 0 0 8,951,621
Interest 41,039 95,497 2,972,180 139,306 3,248,022
Net realized gain (loss) and unrealized
appreciation (depreciation) in market
value of investments 256,302 2,157,675 305,281 0 2,719,258
Transfers (to)/from other funds (net) (6,226,100) 2,976,741 3,249,359 0 0
Loan activity:
Borrowings (2,096,799) (927,829) (1,052,765) 4,077,393 0
Repayment of borrowings 0 0 502,503 (502,503) 0
Interest payments 0 0 139,306 (139,306) 0
------------- ------------- ------------- ------------- -------------
7,474,406 13,667,153 11,567,717 3,574,890 36,284,166
Less - Amounts withdrawn by participants 4,940,070 1,789,196 2,249,114 10,517 8,988,897
------------- ------------- ------------- ------------- -------------
Increase in plan equity for the year 2,534,336 11,877,957 9,318,603 3,564,373 27,295,269
Plan equity at beginning of year 97,121,421 42,353,091 39,016,110 0 178,490,622
------------- ------------- ------------- ------------- -------------
Plan equity at end of year $99,655,757 $54,231,048 $48,334,713 $3,564,373 $205,785,891
============= ============= ============= ============= =============
<FN>
The accompanying notes to the financial statements are an integral part of this statement.
</TABLE>
<PAGE>
CENTERIOR ENERGY CORPORATION
EMPLOYEE SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1 - GENERAL DESCRIPTION OF THE PLAN
The Centerior Energy Corporation (Centerior) Employee Savings Plan (Plan) was
approved by the Centerior Board of Directors in 1986 and went into effect as
of January 1, 1987. The purpose of the Plan is to afford eligible employees
an opportunity to make systematic savings through payroll deductions, to
invest such savings in a manner which will assist them in meeting their
savings and investment needs, and to facilitate their becoming share owners of
Centerior. Participation in the Plan is voluntary.
An eligible employee is any part-time, temporary, full-time probationary or
full-time regular employee of Centerior, Centerior Service Company (CSC), The
Cleveland Electric Illuminating Company (CEI), Centerior Properties Company
(CPC) or The Toledo Edison Company (TE) and is at least age 18. CSC, CEI and
TE are wholly owned subsidiaries of Centerior. CPC is a wholly owned
subsidiary of CEI.
The Employee Savings Plan Trust (Trust) has been established by agreement
between Centerior, CSC and Society National Bank (Society), Cleveland, Ohio.
Society has been selected by Centerior to serve as trustee (Trustee) of the
Trust. The Trust is divided into three subtrusts - the After Tax Subtrust,
the Before Tax Subtrust and the Rollover Subtrust. There are three funds in
each Subtrust, as follows: (1) Centerior Stock Fund, (2) Equity Fund and (3)
Fixed Income Fund.
Centerior may close contributions into the Plan at any time. A discontinuance
of employer matching contributions into the Plan would constitute a closing of
both participant contributions and employer matching contributions into the
Plan. In such event, each participant's interest in the employer's matching
contributions will become fully vested and nonforfeitable. Centerior may
either continue the operation of the Plan with respect to the interests of
participants then in the Plan or terminate the Plan. If the Plan is
terminated, all assets in the Trust will be distributed among the participants
in proportion to their respective interests without any forfeitures.
The Plan is subject to the reporting, disclosure, participation, vesting and
fiduciary responsibility provisions of Title I of the Employee Retirement
Income Security Act of 1974 (ERISA), but is not subject to the funding
provisions of Title I and the plan termination insurance provisions of Title
IV of ERISA.
<PAGE>
The number of participants in each fund and in the Plan at the end of the last
two years was as follows:
December 31,
1993 1992
Centerior Stock Fund 5,261 6,018
Equity Fund 4,327 4,627
Fixed Income Fund 4,391 4,194
Plan 6,096 6,629
The total number of participants in the Plan was less than the sum of the
number of participants in each fund shown above because many were
participating in more than one fund.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Plan are prepared on the accrual basis of
accounting.
Valuation of Investments
Centerior common stock in the Centerior Stock Fund is valued at the average of
the high and low sales prices of Centerior common stock as reported on Network
A of the Consolidated Transactions Reporting System and as listed by The Wall
Street Journal on the last business day of the year.
Equity Fund investment securities in a diversified common stock fund managed
by National City Bank, Cleveland, Ohio, are valued at market prices on the
last business day of the year.
Fixed Income Fund investments are interest-bearing contracts with insurance
companies, investments in Society's MaGIC Fund and United States government
securities. Fixed Income Fund investments are valued on the last business day
of the year at the current amount of dollars invested therein for the
contracts and the market values of the MaGIC Fund's assets and the government
securities.
Investment Gains (Losses), Appreciation (Depreciation) and Income
The net realized gain (loss) and unrealized appreciation (depreciation)
amounts shown in the Statements of Income and Changes in Plan Equity for 1993
and 1992 were calculated using the current value methodology for costing
investments. Current value represents the market value of investments held at
the beginning of the year plus the purchase price for investments acquired
during the current year.
<PAGE>
The realized gains and losses on the distribution or sale of shares in the
Centerior Stock Fund and the Equity Fund represent the difference between the
market value of the shares on the date of distribution or sale and the cost of
the shares using the current value methodology described above. The realized
gain or loss on the sale of securities in the Centerior Stock Fund is included
in the amounts withdrawn or transferred by participants which caused the
sale. The net realized gain or loss on the sale of investment securities in
the Equity Fund will contribute to the annual increase (decrease) in that
Fund's equity.
Dividend income within the Centerior Stock Fund and the Equity Fund is
recorded on the ex-dividend dates. Income from all other investments is
recorded as earned.
The Plan provides that the market value of all investments shall be determined
on the last business day of each month. Unrealized appreciation or
depreciation, equal to the difference between the cost and the market value of
the investments at the applicable valuation date, is recognized in determining
the value of each fund.
Expenses of the Plan
Expenses of the Plan incurred by the Trustee to buy and sell securities are
included as a cost of those securities. All expenses for administration of
the Plan are paid by CSC, CEI and TE and, accordingly, are not included in the
financial statements of the Plan.
NOTE 3 - CONTRIBUTIONS
The Plan consists of three parts (Parts) - the After Tax Part, the Before Tax
Part and the Rollover Part. The maximum participant contribution into both
the After Tax Part and the Before Tax Part is 16% of pay: up to 6% as a Basic
Contribution and up to 10% as a Supplemental Contribution. The minimum
contribution is 1% of pay. Pay includes only straight-time hourly wages or
salary paid for regularly scheduled straight-time hours. A participant may
allocate contributions in increments of 1% into the Centerior Stock, Equity
and Fixed Income Funds which total 100% or may allocate all contributions into
any one Fund. The waiting time between changes in participant contributions
(increase, decrease, or resumption following a stoppage) is three months.
The After Tax Part receives participant contributions after they are taxed as
pay. The Before Tax Part receives contributions before they are taxed as pay,
as participants may instruct their employer to deposit their contributions
into the Trust in exchange for the election to have their pay reduced by the
same amount. Participant contributions of pay under the Plan as Before Tax
contributions reduce a participant's taxable income for federal and Ohio
income tax purposes in the year of contribution. Participant contributions
into both the After Tax Part and the Before Tax Part are subject to certain
Internal Revenue Service (IRS) limitations.
<PAGE>
The employer of each participant contributes an amount equal to 50% of the
participant's eligible Basic Contributions, which is allocated on the same
percentage basis and to the same Funds as the participant's Basic
Contributions. Employer matching contributions, which match Basic After Tax
Contributions, vest after 36 months of contributions under the Plan. These
months need not be consecutive. Once contributions have been made for 36
months, all subsequent employer matching contributions vest immediately.
Employer matching contributions which match Basic Before Tax Contributions
vest immediately. Employer matching contributions to the After Tax Part and
the earnings thereon, which are forfeited by participants, are applied to
reduce future employer contributions.
Effective June 30, 1993, employees retiring on or after July 1, 1993 are
allowed to directly transfer or rollover all or any part of their qualified
lump sum pension benefit from their respective Centerior pension plan into a
new Rollover Part of the Plan. The rollover can be invested in the same three
investment Funds of the Plan, but the accounts are segregated from existing
After Tax Part and Before Tax Part accounts. The minimum rollover required is
$3,500.
Participants, including those who have terminated employment but maintained
account balances, may transfer any or all of their contributions and the
earnings thereon and employer matching contributions and the earnings thereon
among the three Funds in the same Part. Any integral increment of 1% may be
transferred. Transfers may be made once in any three-month period.
NOTE 4 - INVESTMENTS
Contributions into the Centerior Stock Fund and the earnings thereon are
invested by the Trustee in Centerior common stock. At the direction of
Centerior, Centerior common stock is either purchased in the open market at
prevailing prices, purchased from Centerior at the market value on the date of
the purchase or deemed purchased pursuant to a netting method described
herein. The Trustee is authorized to match or net to the extent possible
within the Centerior Stock Fund all Centerior common stock sales and purchases
(exclusive of purchases related to the quarterly reinvestment of cash
dividends). The netting is at a price that is the average of the most recent
five daily closing prices of Centerior's common stock prior to the effective
date of the transactions. Any required sales or purchases in excess of the
netted amounts are transacted in the open market or by transactions with
Centerior.
Contributions into the Equity Fund and the earnings thereon are deposited by
the Trustee in a diversified common stock fund. These deposits are then
invested by National City Bank primarily in the common stocks of a large
number of publicly owned companies, excluding Centerior.
<PAGE>
At December 31, 1993, contributions into the Fixed Income Fund and the
earnings thereon were invested by the Trustee in interest-bearing contracts
with insurance companies, in Society's MaGIC Fund and in United States
government securities. For 1993 and 1992, group fixed-term contracts with
insurance companies earned interest at an annual rate which ranged from 8.05%
to 9.26%. The MaGIC Fund's earned interest rate varies as the fund's various
investment contracts with insurance companies expire and new ones are added.
The MaGIC Fund's average annual earned interest rate at December 31, 1993 and
1992 was 6.46% and 7.36%, respectively.
See Schedule I for investments held at December 31, 1993 for the three Funds.
The Trustee can temporarily keep money in any of the Funds in short-term
investments or in cash to have cash available to meet participants'
distribution requests or until the Trustee invests it.
See Schedule II for a summary of reportable (significant) transactions for
1993.
NOTE 5 - WITHDRAWALS PAYABLE TO PARTICIPANTS
Subject to certain limitations under the Plan, participants may elect to
withdraw their contributions and employer matching contributions and any
related gains and earnings on these contributions.
Withdrawals payable to participants at the end of the last two years were as
follows:
December 31,
1993 1992
Centerior Stock Fund $ 1,949,057 $237,318
Equity Fund 4,653,771 74,796
Fixed Income Fund 23,108,030 256,325
Total $29,710,858 $568,439
NOTE 6 - LOANS TO PARTICIPANTS
Effective January 1, 1992, participants are eligible to apply for a loan to
borrow from their vested available investment accounts having a balance of at
least $2,000. To be eligible, participants must receive a regular paycheck
from which repayments can be withheld to repay the borrowing and pay interest
to their own accounts. Eligible participants may borrow up to the lesser of
50% of their vested account balances (excluding vested employer matching
contributions made during the current year and the prior two calendar years)
or $50,000. Loans from the Rollover Part are not permitted. All loan
repayments are made to the Fixed Income Fund.
<PAGE>
NOTE 7 - TAX STATUS OF THE PLAN
Centerior is applying for a determination letter from the IRS to the effect
that the Plan is a qualified defined contribution plan under Section 401 of
the Internal Revenue Code and that the Trust is exempt from income taxes under
Section 501 thereof. Centerior believes that the Plan and the Trust meet such
qualification and exemption requirements. The effect of such qualification
and exemption is that the participating employees are not subject to federal
income taxes on employer contributions or any income accruing to their
accounts until distributions are made from the accounts. When a distribution
is made, the excess of the amount distributed over the participating
employee's own After Tax contributions is taxable income to the employee.
Distributions from both the Before Tax Part and the Rollover Part are subject
to federal income tax.
NOTE 8 - PLAN AMENDMENTS IN 1994
Effective April 1, 1994, the Plan offers two new investment fund options, a
Balanced Fund and a Global Equity Fund, in each of the three Parts of the
Plan. Contributions into the Balanced Fund and the earnings thereon are
deposited by the Trustee in a diversified mutual fund with the investment
objectives of long-term growth of capital, reasonable income and conservation
of capital. The Balanced Fund investment was initially in the Phoenix
Balanced Fund. Contributions into the Global Equity Fund and the earnings
thereon are deposited by the Trustee in a diversified mutual fund with the
investment objective of long-term growth of capital through world-wide
investments. The Global Equity Fund investment was initially in the American
Funds' New Perspective Fund.
<PAGE>
<TABLE>
CENTERIOR ENERGY CORPORATION SCHEDULE I
EMPLOYEE SAVINGS PLAN
INVESTMENTS - DECEMBER 31, 1993
<CAPTION>
Number of Historical Market
Common Stock Shares Cost Value
- - - - - --------------------------------------------- ---------- ------------ ------------
<S> <C> <C> <C>
CENTERIOR STOCK FUND
- - - - - --------------------
Centerior Energy Corporation ................ 3,697,788 $65,174,908 $48,995,691
============ ============
EQUITY FUND
- - - - - -----------
Abbott Laboratories ......................... 50,700 $1,178,363 $1,501,988
American Home Products Corp ................. 13,900 952,362 900,025
American International Group Inc ............ 22,250 1,201,700 1,952,438
American Telephone & Telegraph Co ........... 26,300 1,256,642 1,380,750
Archer Daniels Midland Co ................... 45,370 1,011,640 1,032,167
Automatic Data Processing Inc ............... 19,900 414,867 1,099,475
H & R Block Inc ............................. 18,300 671,267 745,725
Bristol-Myers Squibb Co ..................... 26,800 1,374,328 1,561,100
Browning Ferris Inds Inc .................... 40,200 1,014,869 1,035,150
Chevron Corp ................................ 11,900 690,443 1,036,787
Chubb Corp .................................. 19,700 1,194,598 1,534,138
Cintas Corp ................................. 36,500 970,207 1,241,000
Dillard Dept Stores Inc ..................... 9,300 406,163 353,400
Walt Disney Co .............................. 47,938 1,615,711 2,043,357
Dun & Bradstreet Corp ....................... 4,500 249,982 277,312
Emerson Electric Co ......................... 14,100 746,505 849,525
Exxon Corp .................................. 15,800 777,157 997,375
Fleet Financial Group Inc ................... 44,000 1,252,263 1,468,500
FPL Group Inc ............................... 16,100 582,010 629,912
General Electric Co ......................... 16,500 1,267,337 1,730,438
General Mills Inc ........................... 15,900 866,848 965,925
General Motors Corp ......................... 40,600 1,289,004 1,187,550
General Re Corp ............................. 13,600 1,218,094 1,455,200
Georgia Pacific Corp ........................ 9,300 500,849 639,375
Gillette Co ................................. 18,750 806,283 1,117,969
Home Depot Inc .............................. 42,766 1,428,792 1,689,257
Hubbell Inc ................................. 9,100 499,549 492,537
Interpublic Group Cos Inc ................... 51,300 1,465,939 1,641,600
Lotus Development Corp ...................... 9,100 288,470 500,500
Marsh & McLennan Co ......................... 6,600 528,284 536,250
Merck & Co Inc .............................. 13,100 396,249 450,312
Microsoft Corp .............................. 3,800 291,050 306,375
Minnesota Mining & Mfg Co ................... 12,900 1,013,776 1,402,875
Morton International Inc .................... 9,000 532,649 841,500
Nestle SA ................................... 26,000 799,282 1,123,148
Nordstrom Inc ............................... 23,300 833,665 768,900
Northern Trust Corp ......................... 20,675 927,301 819,247
Novell Inc .................................. 12,400 283,570 257,300
Pacific Telesis Group ....................... 18,700 666,076 1,014,475
Pall Corp ................................... 33,466 502,795 614,938
Pepsico Inc ................................. 54,500 1,422,599 2,227,688
Pfizer Inc .................................. 19,700 1,399,476 1,359,300
Pitney Bowes Inc ............................ 47,900 1,362,384 1,981,863
Reuters Holdings PLC ........................ 18,600 746,863 1,469,400
Royal Dutch Petroleum Co .................... 10,800 748,964 1,127,250
Sara Lee Corp ............................... 70,800 1,278,899 1,770,000
Schering Plough Corp ........................ 27,800 1,310,546 1,904,300
Schlumberger Ltd ............................ 19,600 1,281,874 1,158,850
Sysco Corp .................................. 39,000 980,475 1,140,750
Telefonos De Mexico ......................... 11,400 565,381 769,500
U S West Inc ................................ 20,600 643,719 945,025
United States Surgical Corp ................. 8,800 634,181 198,000
Wachovia Corp ............................... 33,000 1,035,425 1,105,500
Wells Fargo & Co ............................ 1,850 140,684 239,344
Wisconsin Energy Corp ....................... 33,850 702,231 930,875
WMX Technologies Inc ........................ 55,308 1,850,792 1,458,748
York International Corp ..................... 39,000 1,368,151 1,374,750
------------ ------------
$51,439,583 $62,356,938
============ ============
</TABLE>
<PAGE>
<TABLE>
CENTERIOR ENERGY CORPORATION SCHEDULE I
EMPLOYEE SAVINGS PLAN (Continued)
INVESTMENTS - DECEMBER 31, 1993
<CAPTION>
Historical Market
Funds on Deposit with Insurance Companies and Banks Cost Value
- - - - - --------------------------------------------------- ------------ ------------
<S> <C> <C>
FIXED INCOME FUND
- - - - - -----------------
Massachusetts Mutual Life Insurance Company,
9.26%, due February 1995 ........................ $1,568,600 $1,568,600
Massachusetts Mutual Life Insurance Company,
8.65%, due February 1996 ........................ 6,826,753 6,826,753
The New York Life Insurance Company,
8.8%, due February 1994 ......................... 3,432,911 3,432,911
MaGIC Fund ........................................ 51,690,391 54,985,013
------------ ------------
$63,518,655 $66,813,277
============ ============
United States Government Securities
- - - - - ---------------------------------------------------
FIXED INCOME FUND
- - - - - -----------------
Federal National Mortgage Association Notes
(PC 229363), 6.5%, due August 2023 .............. $13,459,604 $13,087,954
Federal National Mortgage Association Notes
(PC 229367), 6.5%, due August 2023 .............. 10,358,389 10,072,371
Federal National Mortgage Association Notes
(PC 229263), 6.5%, due September 2023 ........... 12,259,569 11,921,054
Federal National Mortgage Association Notes
(PC 240488), 6.5%, due December 2023 ............ 4,886,104 4,866,123
Government National Mortgage Association Notes
(Pool 284544), 9%, due December 2019 ............ 3,771,246 3,758,050
Government National Mortgage Association Notes
(Pool 288361), 9%, due May 2020 ................. 3,382,782 3,370,946
Government National Mortgage Association Notes
(Pool 306104), 9%, due September 2021 ........... 5,428,312 5,453,786
------------ ------------
$53,546,006 $52,530,284
============ ============
LOANS
- - - - - -----
Loans Receivable from Participants ................ $4,456,963 $4,456,963
============ ============
<FN>
The accompanying notes to the financial statements are an integral part of this schedule.
</TABLE>
<PAGE>
<TABLE>
CENTERIOR ENERGY CORPORATION SCHEDULE II
EMPLOYEE SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1993
<CAPTION>
Number of Historical Net Gain
Transaction Description Transactions Cost Proceeds or (Loss)
- - - - - ------------------------------- ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C>
Purchases:
Centerior Energy
Corporation common stock .... 21 $9,803,922 N/A N/A
MaGIC Fund .................... 25 22,734,769 N/A N/A
United States Government
Securities:
Federal National Mortgage
Association Notes
(PC 229363), 6.5%,
due August 2023 ........... 1 13,508,615 N/A N/A
Federal National Mortgage
Association Notes
(PC 229367), 6.5%,
due August 2023 ........... 1 10,391,242 N/A N/A
Federal National Mortgage
Association Notes
(PC 229263), 6.5%,
due September 2023 ........ 1 12,469,500 N/A N/A
Employee Benefits Money
Market Fund ................. 294 150,036,829 N/A N/A
Sales:
Centerior Energy
Corporation common stock .... 35 $29,564,132 $29,854,983 $290,851
MaGIC Fund .................... 4 2,776,920 2,903,197 126,277
United States Government
Securities:
Federal National Mortgage
Association Notes
(PC 229363), 6.5%,
due August 2023 ........... 3 49,010 48,108 (902)
Federal National Mortgage
Association Notes
(PC 229367), 6.5%,
due August 2023 ........... 3 32,853 32,248 (605)
Federal National Mortgage
Association Notes
(PC 229263), 6.5%,
due September 2023 ........ 3 209,932 206,068 (3,864)
Employee Benefits Money
Market Fund ................. 148 147,835,147 147,835,147 0
<FN>
Reportable transactions are a series of purchases or sales of the same securities issue
which aggregate to an amount in excess of 5% of the market value of the Plan assets at
the beginning of the year.
The accompanying notes to the financial statements are an integral part of this schedule.
</TABLE>
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Centerior Energy Corporation:
We have audited the accompanying statements of financial condition of the
Centerior Energy Corporation Employee Savings Plan (the Plan) as of
December 31, 1993 and 1992, and the related statements of income and changes
in Plan equity for the years then ended. These financial statements and the
schedules referred to below are the responsibility of the Plan's management.
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 of the Plan as of
December 31, 1993 and 1992, and the income and changes in Plan equity for
the years then ended, in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of
investments and reportable transactions 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 supplemental schedules
have been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN & CO.
Cleveland, Ohio
June 15, 1994
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
of our report on the financial statements of the Centerior Energy Corporation
Employee Savings Plan dated June 15, 1994, included in this Form 10-K/A, into
Centerior Energy Corporation's previously filed Registration Statements, File
Nos. 33-4788, 33-9736, 33-47231 and 33-49957.
ARTHUR ANDERSEN & CO.
Cleveland, Ohio
June 20, 1994
