UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
[ 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;
File Number Address; and Telephone Number
1-8946 CILCORP Inc.
(An Illinois Corporation)
300 Hamilton Blvd, Suite 300
Peoria, Illinois 61602
(309) 675-8810
IRS Employer Identification No. 37-1169387
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on which registered
New York and Chicago
Title of each class so registered
CILCORP Inc. Common stock, no par value
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the Registrants (1) have filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the Registrants were
required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. (X)
<PAGE>
At March 11, 1994, the aggregate market value of the voting
stock of CILCORP Inc. (CILCORP) held by nonaffiliates was
approximately $435 million. On that date, 13,035,756 common
shares (no par value) were outstanding.
At March 15, 1994, the aggregate market value of the voting
stock of Central Illinois Light Company (CILCO) held by
nonaffiliates was approximately $60 million. The voting
stock of CILCO consists of its preferred stock. On that
date, 13,563,871 shares of CILCO's common stock, no par
value, were issued and outstanding and privately held,
beneficially and of record, by CILCORP Inc.
DOCUMENTS INCORPORATED BY REFERENCE
CILCORP Inc.'s Proxy Statement dated March 21, 1994, in
connection with its Annual Meeting which was held on April
26, 1994, is incorporated into Part I and Part III hereof.
Central Illinois Light Company's Proxy Statement dated March
28, 1994, in connection with its Annual Meeting which was
held on April 26, 1994, is incorporated into Part I and Part
III hereof.
The undersigned registrant hereby amends its Annual Report
for 1993 on Form 10-K to supply the information, financial
statements and exhibits required by Form 11-K with respect to
the Employees' Savings Plan of Central Illinois Light
Company.
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly
authorized.
CILCORP Inc.
--------------------------------
(Registrant)
By R. O. Viets
--------------------------------
R. O. Viets, President and
Chief Executive Officer
July 13, 1994
<PAGE>
CILCORP Inc.
Exhibit Index to Annual Report on Form 10-K for 1993
Exhibit
No. Description
------- -----------
(a) 3. Exhibits
*(3) Articles of Incorporation (Designated in Form 10-K
for the year ended December 31, 1991, File No. 1-8946, as
Exhibit (3)).
*(3)a By-laws as amended December 4, 1990 (Designated in
Form 10-K for the year ended December 31, 1990, File No.
1-8946, as Exhibit (3)a).
*(4) Indenture of Mortgage and Deed of Trust between
Illinois Power Company and Bankers Trust Company, as Trustee,
dated as of April 1, 1933, Supplemental Indenture between the
same parties dated as of June 30, 1933, Supplemental
Indenture between the Company and Bankers Trust Company, as
Trustee, dated as of July 1, 1933 and Supplemental Indenture
between the same parties dated as of January 1, 1935,
securing First Mortgage Bonds, and indentures supplemental to
the foregoing through January 1, 1993. (Designated in
Registration No. 2-1937 as Exhibit B-1, in Registration No.
2-2093 as Exhibit B-1(a), in Form 8-K for April 1940, File
No. 1-2732-2, as Exhibit A, in Form 8-K for December 1949,
File No. 1-2732-2, as Exhibit A, in Form 8-K for December
1951, File No. 1-2732, as Exhibit A, in Form 8-K for July
1957, File No. 1-2732, as Exhibit A, in Form 8-K for July
1958, File No. 1-2732, as Exhibit A, in Form 8-K for March
1960, File No. 1-2732, as Exhibit A, in Form 8-K for
September 1961, File No. 1-2732, as Exhibit B, in Form 8-K
for March 1963, File No. 1-2732, as Exhibit A, in Form 8-K
for February 1966, File No. 1-2732, as Exhibit A, in Form 8-K
for March 1967, File No. 1-2732, as Exhibit A, in Form 8-K
for August 1970, File No. 1-2732, as Exhibit A, in Form 8-K
for September 1971, File No. 1-2732, as Exhibit A, in Form
8-K for September 1972, File No. 1-2732, as Exhibit A, in
Form 8-K for April 1974, File No. 1-2732, as Exhibit 2(b), in
Form 8-K for June 1974, File No. 1-2732, as Exhibit A, in
Form 8-K for March 1975, File No. 1-2732, as Exhibit A, in
Form 8-K for May 1976, File No. 1-2732, as Exhibit A, in Form
10-Q for the quarter ended June 30, 1978, File No. 1-2732, as
Exhibit 2, in Form 10-K for the year ended December 31, 1982,
File No. 1-2732, as Exhibit (4)(b), in Form 8-K dated January
30, 1992, File No. 1-2732, as Exhibit (4) and in Form 8-K
dated January 29, 1993, File No. 1-2732, as Exhibit (4).)
<PAGE>
*(4)a Supplemental Indenture dated August 1, 1993.
(10) CILCO Executive Deferral Plan as amended through
February 22, 1994.
*(10)a Executive Deferral Plan II (Designated in Form 10-K
for the year ended December 31, 1989, File No. 1-8946, as
Exhibit (10)b).
*(10)b Economic Value Added Incentive Compensation Plan
(Designated in Form 10-K for the year ended December 31,
1989, File No. 1-8946, as Exhibit (10)c).
*(10)c CILCO Compensation Protection Plan (Designated in
Form 10-K for the year ended December 31, 1990, File No.
1-8946, as Exhibit (10)d).
*(10)d CILCO Benefit Replacement Plan (Designated in Form
10-K for the year ended December 31, 1991, File No. 1-8946,
as Exhibit (10)e).
*(10)e Deferred Compensation Stock Plan (Designated in Form
10-K for the year ended December 31, 1991, File No. 1-8946,
as Exhibit (10)f).
*(10)f Shareholder Return Incentive Compensation Plan
(included as part of Company's definitive proxy in 1993
Anuual Meeting of Stockholders, filed with the Commission on
March 26,1993.)
(12) Computation of Ratio of Earnings to Fixed Charges
*(13) Annual Report to Security Holders
(24) Consent of Arthur Andersen & Co.
(25) Power of Attorney
(28) Form 11-K for Employees' Savings Plan of Central
Illinois Light Company
(28) Form 11-K for Profit Sharing Plan of Environmental
Science & Engineering, Inc. Company
<PAGE>
**(b) Reports on Form 8-K
A Form 8-K was filed on December 17, 1993, to
disclose an agreement between CILCO and one of its largest
customers to develop a cogeneration plant.
A Form 8-K was filed on December 31, 1993, to
disclose CILCORP Inc., through its wholly-owned subsidiary,
CILCORP Investment Management Inc., (CIM), acquired a 40%
partnership interest in a McDonnell Douglas MD-11F cargo
plane through a leveraged lease transaction. The plane will
be leased to a U. S. corporation which will use it in its
fleet operations.
A Form 8-K was filed on January 14, 1994, to
disclose CILCO's filing with the Illinois Commerce Commission
(ICC) to increase gas base rates.
*These exhibits have been previously filed with the
Securities and Exchange Commission (SEC) as exhibits to
registration statements or to other filings of CILCO with the
SEC and are incorporated herein as exhibits by reference.
The file number and exhibit number of each such exhibit
(where applicable) are stated in the description of such
exhibit.
***Pursuant to Paragraph (b)(4)(iii)(A) of Item 601 of
Regulation S-K, the Company has not filed as an exhibit to
this Form 10-K any instrument with respect to long-term debt
as the total amount of securities authorized thereunder does
not exceed 10 percent of the total assets of the Company and
its subsidiaries on a consolidated basis, but hereby agrees
to furnish to the SEC on request any such instruments.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON 25, D.C.
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15 (d) of the
Securities Exchange Act of 1934
(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, 1993
____ TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED].
For the transition period _________to_________.
Commission file number 1-8946
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
Environmental Science & Engineering, Inc. Profit
Sharing and Savings Plan.
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
CILCORP Inc.
300 Hamilton Boulevard
Suite 300
Peoria, IL 61602
<PAGE>
ENVIRONMENTAL SCIENCE & ENGINEERING, INC.
PROFIT SHARING AND SAVINGS PLAN
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1993 AND 1992
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
<PAGE>
CONTENTS
Page
Report of Independent Public Accountants 1
FINANCIAL STATEMENTS
Statements of net assets available for plan benefits 2-3
Statements of changes in net
assets available for plan benefits 4-6
Notes to financial statements 7-10
Schedule of assets held for investment purposes 11
Schedule of reportable transactions 12
Signatures 13
Index to exhibits 14
Consent of Independent Public Accountants 15
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Environmental Science & Engineering, Inc.
Profit Sharing and Savings Plan:
We have audited the accompanying statements of net assets
available for plan benefits of Environmental Science &
Engineering, Inc. Profit Sharing and Savings Plan ("The
Plan") as of December 31, 1993 and 1992, and the related
statements of changes in net assets available for plan
benefits for each of the three years in the period ended
December 31, 1993. 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 net assets
available for plan benefits of the plan as of December 31,
1993 and 1992, and the changes in its net assets for each of
the three years in the period ended December 31, 1993 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 Assets Held for Investment Purposes
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
audit 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.
Chicago, Illinois ARTHUR ANDERSEN & CO.
July 8, 1994
<PAGE>
<TABLE>
ENVIRONMENTAL SCIENCE & ENGINEERING, INC.
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1993
<CAPTION>
MONEY CILCORP
MARKET BOND EQUITY LOAN STOCK
FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C>
Assets:
Cash $ 1,064 $ 1,786 $ 5,674 $ -- $ $4,498 $ 13,022
Investments 3,007,694 1,930,485 5,918,730 -- 1,036,936 11,893,845
Participant Loans -- -- -- 823,797 -- 823,797
Employer Contribution Receivable 14,326 11,954 27,633 -- 9,793 63,706
Employee Contribution Receivable 36,999 37,127 92,168 -- 37,670 203,964
Interest Receivable 9,359 110 264 -- 88 9,821
Due From Other Funds 17,866 102,604 25,938 -- 103,416 249,824
Total Assets $3,087,308 $2,084,066 $6,070,407 $823,797 $1,192,401 $13,257,979
Liabilities:
Accounts Payable $ 36,750 $ 23,522 $ 38,913 $ -- $ 13,527 $ 112,712
Due to Other Funds 177,809 -- 21,528 50,487 -- 249,824
Total Liabilities $ 214,559 $ 23,522 $ 60,441 $ 50,487 $ 13,527 $ 362,536
Net Assets Available For Plan
Benefits, December 31, 1993 $2,872,749 $2,060,544 $6,009,966 $773,310 $1,178,874 $12,895,443
The accompanying notes to financial statements are an integral part of this statement.
</TABLE>
<PAGE>
<TABLE>
ENVIRONMENTAL SCIENCE & ENGINEERING, INC.
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1992
<CAPTION>
MONEY CILCORP
MARKET BOND EQUITY LOAN STOCK
FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C>
Assets:
Cash $ 77,750 $ -- $ -- $ 447 $ -- $ 78,197
Investments 2,533,122 1,695,472 4,189,244 -- 492,245 8,910,083
Participant Loans -- -- -- 481,366 -- 481,366
Employer Contribution Receivable 13,857 10,011 21,375 -- 4,440 49,683
Employee Contribution Receivable 49,526 38,836 79,824 -- 15,326 183,512
Interest Receivable 1,651 447 1,457 -- 140 3,695
Due From Other Funds -- -- 57,913 -- 32,224 90,137
Total Assets $2,675,906 $1,744,766 $4,349,813 $481,813 $544,375 $9,796,673
Liabilities:
Accounts Payable $ -- $ 14,990 $ 4,995 $ -- $ -- $ 19,985
Due to Other Funds 62,220 27,917 -- -- -- 90,137
Total Liabilities $ 62,220 $ 42,907 $ 4,995 $ -- $ -- $ 110,122
Net Assets Available For Plan
Benefits, December 31, 1992 $2,613,686 $1,701,859 $4,344,818 $481,813 $544,375 $9,686,551
The accompanying notes to financial statements are an integral part of this statement.
</TABLE>
<PAGE>
<TABLE>
ENVIRONMENTAL SCIENCE & ENGINEERING, INC.
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1993
<CAPTION>
MONEY CILCORP
MARKET BOND EQUITY LOAN STOCK
FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C>
Net Assets Available for Plan Benefits,
January 1, 1993 $2,613,686 $1,701,859 $4,344,818 $481,813 $ 544,375 $ 9,686,551
Asset Transfers 196,192 120,009 205,787 -- 112,543 634,531
Employee Contributions 614,781 563,940 1,274,738 -- 333,172 2,786,631
Employer Contributions 180,028 161,573 343,992 -- 94,467 780,060
Interest and Dividend Income 65,143 1,130 2,178 26,059 48,898 143,408
Realized Gain (Loss) on Investments -- 25,399 22,361 -- (58) 47,702
Unrealized Appreciation (Depreciation)
of Investments -- 112,418 501,828 -- (86,995) 527,251
Benefits Paid to Participants (375,538) (353,524) (840,662) -- (140,967) (1,710,691)
Loan Repayments 152,676 51,486 204,877 (452,477) 43,438 --
Transfer (to) From Other Funds (574,219) (323,746) (49,951) 717,915 230,001 --
Net Assets Available for Plan Benefits,
December 31, 1993 $2,872,749 $2,060,544 $6,009,966 $773,310 $1,178,874 $12,895,443
The accompanying notes to financial statements are an integral part of this statement.
</TABLE>
<PAGE>
<TABLE>
ENVIRONMENTAL SCIENCE & ENGINEERING, INC.
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1992
<CAPTION>
MONEY CILCORP
MARKET BOND EQUITY LOAN STOCK
FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C>
Net Assets Available for Plan Benefits,
January 1, 1992 $2,237,286 $ 845,766 $2,787,522 $372,572 $142,227 $6,385,373
Asset Transfers 20,572 28,920 181,330 -- 34,909 265,731
Employee Contributions 781,139 449,396 1,072,362 -- 148,287 2,451,184
Employer Contributions 316,300 161,364 375,885 -- 51,395 904,944
Interest and Dividend Income 100,171 2,831 5,402 27,146 17,799 153,349
Realized Gain (Loss) on Investments -- (65) 1,815 -- -- 1,750
Unrealized Appreciation (Depreciation)
of Investments -- 79,218 276,429 -- 20,354 376,001
Benefits Paid to Participants (273,028) (113,925) (445,765) -- (19,063) (851,781)
Loan Repayments 83,390 19,443 114,807 (230,306) 12,666 --
Transfer (to) From Other Funds (652,144) 228,911 (24,969) 312,401 135,801 --
Net Assets Available for Plan Benefits,
December 31, 1992 $2,613,686 $1,701,859 $4,344,818 $481,813 $544,375 $9,686,551
The accompanying notes to financial statements are an integral part of this statement.
</TABLE>
<PAGE>
<TABLE>
ENVIRONMENTAL SCIENCE & ENGINEERING, INC.
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1991
<CAPTION>
MONEY CILCORP
MARKET BOND EQUITY LOAN STOCK
FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C>
Net Assets Available for Plan Benefits,
January 1, 1991 $2,015,027 $324,128 $1,107,540 $131,393 $ -- $3,578,088
Asset Transfers 55,268 43,035 65,792 -- -- 164,095
Employee Contributions 950,633 302,746 652,157 -- (1,530) 1,904,006
Employer Contributions 300,271 106,289 218,827 -- 618 626,005
Interest Income & Net Appreciation
(Depreciation) on Common Funds 129,886 80,014 564,326 27,545 -- 801,771
Benefits Paid to Participants (301,360) (84,427) (293,981) (8,824) -- (688,592)
Loan Repayments 125,264 7,888 75,246 (208,398) -- --
Transfer (to) From Other Funds (1,037,703) 66,093 397,615 430,856 143,139 --
Net Assets Available for Plan Benefits,
December 31, 1991 $2,237,286 $845,766 $2,787,522 $372,572 $142,227 $6,385,373
The accompanying notes to financial statements are an integral part of this statement.
</TABLE>
<PAGE>
<TABLE>
ENVIRONMENTAL SCIENCE & ENGINEERING, INC.
PROFIT SHARING AND SAVINGS PLAN
ITEM 27(d) SCHEDULE OF REPORTABLE TRANSACTIONS*
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
Acquisitions Dispositions
Number of Number of Gain
Purchases Cost Sales Cost Proceeds (Loss)
<S> <C> <C> <C> <C> <C> <C>
**SUNTRUST RETIREMENT RESERVE FUND MONEY
MARKET FUND:
Money Market Fund 84 $1,319,784 47 $ 772,486 $ 772,486 $ -
Bond Fund 60 $1,205,088 56 $1,248,110 $1,248,110 $ -
Equity Fund 72 $2,468,448 57 $2,416,075 $2,416,075 $ -
Cilcorp Stock Fund 62 $ 765,847 38 $ 731,795 $ 731,795 $ -
**SUNTRUST CORPORATE EQUITY FUND:
Equity Fund 20 $1,548,104 4 $ 372,819 $ 395,180 $ 22,361
**SUNTRUST CORPORATE INTERMEDIATE FIXED
INCOME FUND:
Bond Fund 17 $ 575,785 5 $ 410,168 $ 435,567 $ 25,399
**CILCORP STOCK FUND 20 $ 635,356 4 $ 37,722 $ 37,664 $ (58)
*Represents transactions or a series of transactions in securities of the same issue or with an individual in
excess of five percent of the market value of the Plan's assets as of the beginning of the Plan year.
** Indicates a party in interest
The accompanying notes are an integral part of this schedule.
</TABLE>
<PAGE>
ENVIRONMENTAL SCIENCE & ENGINEERING, INC.
PROFIT SHARING AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993
(1) PLAN DESCRIPTION:
On February 16, 1990, Environmental Science & Engineering,
Inc. (ESE, the Company or the Employer) became a wholly owned
subsidiary of CILCORP, INC. Prior to that date, ESE was a
group of subsidiaries owned by Hunter Environmental Services,
Inc. and the employees participated in the Reynolds, Smith
and Hills Tax Deferred Profit Sharing and Savings Plan 401(k)
(R S and H Plan). On February 16, 1990, the Environmental
Science & Engineering, Inc. Profit Sharing and Savings Plan
(the Plan) was formed. Employees of ESE became fully vested
in all contributions made to the R S and H Plan and could
elect to participate in the new plan. The assets were
transferred from the R S and H Plan to the ESE Plan upon
written authorization of the participants. The Plan is a
defined contribution plan which covers substantially all
employees of the Employer and is subject to the provisions of
the Employee Retirement Income Security Act of 1974 (ERISA).
The following brief description of the provisions of the Plan
is provided for general information purposes only. Reference
should be made to the Plan Agreement for more complete
information. The major provisions of the Plan are as
follows:
(a) An employee is eligible to participate when the employee
both (i) accumulates one (1) year of service (one (1) month
of service for persons who are in the employ of Environmental
Science & Engineering, Inc. after December 31, 1990); (ii)
elect to participate in the plan; and (iii) are working on
average a minimum of 20 hours per week. Participation in the
Plan beginning the first day of the quarter following the
period in which the employee completed the required length of
service. At December 31, 1993, there were 1,283 active
participants in the Plan.
(b) Effective April 1, 1991, participants may elect to have
2 to 15 percent (in whole percentages) of annual compensation
withheld through payroll deductions and contributed to the
Plan. Prior to that date, participants could elect to have 2
to 10 percent (in whole percentages) of annual compensation
withheld through payroll deductions and contributed to the
Plan. Effective April 1, 1991, the Employer matches 75
percent of up to 3 percent of the employee's annual
compensation. Prior to that date, the Employer matched 25
percent of up to 3 percent of the employee's annual
compensation.
During 1991, participants could elect to have salary
deferrals and amounts contributed by the Company invested in
one of three investment funds; money market fund, equity fund
or bond fund. Effective April 1, 1991, the election must be
made in increments of 10 percent or multiples thereof. Prior
to that date, elections were required in increments of 25
percent or multiples thereof. The plan was amended in
December 1991, so that effective January 1, 1992, investments
could also be made into a fourth fund, CILCORP common stock.
Election of this option occurred during December, 1991.
Each participant's account is credited with their
contribution, the Employer's matching contribution, an
allocation of the Employer's discretionary contributions and
Plan earnings. Allocations of Employer discretionary
contributions are made to individual participant's accounts
based on the ratio of each participant's deferred
compensation to the total deferred compensation of all
participants for that year. Allocations of Plan earnings are
made based on the ratio of each participant's combined
account balance of the total combined account balances of all
participants. Forfeitures of terminated participants'
nonvested accounts are used to reduce the Employer's
contributions.
(c) Participants become fully vested in Employer
contributions and earnings thereon upon retirement, at death,
upon long-term disability, or after five years of employment,
with incremental vesting from years one through five. At all
times, participants are fully vested in their matched and
unmatched elective contributions and earnings thereon.
Although the Employer has not expressed any intent to do so,
the Company may at any time discontinue its contributions to
the Plan and/or terminate the Plan either completely or
partially. Upon the occurrence of either event, all accounts
of the participants become fully vested and are not subject
to forfeiture. All assets of the Plan would then be
distributed to the participants.
(d) Participants are allowed to borrow funds from their Plan
accounts. The minimum amount that can be borrowed is $500.
The maximum loan amount is the lesser of one-half of the
participant's vested account balance or $50,000, with
adjustments for certain previously outstanding loans.
Participants must pledge the balance of their Plan accounts
as security for the loans. A participant may have a maximum
of two Plan loans outstanding at any time.
Each Plan loan is evidenced by a written note providing for
the repayment of principal and interest over a fixed time
period. These promissory notes are shown in the Statement of
Net Assets Available under the caption "Loan Fund." The
maximum repayment period if five years; however, a loan used
to purchase a principal residence may have a longer repayment
period as authorized by the Committee. The interest rate
charged on each loan is based upon the National Prime lending
rate plus one percent (1%). Payments are generally made
through payroll deductions. Prepayment of the entire
principal balance and interest is permitted without penalty
after a minimum loan period of three months.
At December 31, 1993, there were 315 Plan loans outstanding
totaling $823,797.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Accounting-
The accounts of the Plan are maintained on the accrual basis
of accounting and, accordingly, amounts for accrued
contributions receivable and accounts payable are reflected
in the accompanying statements.
Investments-
Investments of the Plan include short-term investments, Sun
Bank collective trust funds, and CILCORP common stock. They
are reflected at market value.
At December 31, 1993, the Plan held 26,650 shares of CILCORP
common stock at a market value of $37.50 per share.
Sun Bank of Orlando (Trustee) holds all Plan investments in
trust for the Plan participants. The Wyatt Company (Recordkeeper)
maintains all records of investment transactions, determines the
valuation of the investment portfolio and maintains a complete
record of the Trust.
Information with respect to (1) investments held and their
market values as presented on the Schedule of Assets Held
for Investment Purposes, (2) investment income, and (3)
reportable transactions as presented in the Schedule of
Reportable Transactions have been certified by the Trustee
as being complete and accurate.
Unrealized appreciation (depreciation) on investment assets
represents the difference between the adjusted investment
cost compared to the market value of the assets at the end of
the plan year. The adjusted investment cost, termed, "ERISA
cost" is the value of the investment asset at the beginning
of the Plan year or, for investments acquired during the year,
the value at the time of purchase. Realized appreciation
(depreciation) represents gains or losses from the actual
sales of Plan assets in excess of or below ERISA cost.
Expenses-
Administrative expenses of the Plan are paid by the Employer
and are not reflected as part of the Plan.
Forfeitures-
Upon distribution of a participant's account the unvested
portion of the employer matching contribution balance is
forfeited. All amounts forfeited reduce subsequent Employer
matching contributions.
Trustee-
The Trustee of the Plan is Sun Bank of Orlando.
Recordkeeper-
The Recordkeeper of the Plan is the Wyatt Company of Chicago.
(3) FEDERAL INCOME TAXES:
The Plan obtained its latest determination letter on August
21, 1991 in which the Internal Revenue Service stated that
the Plan, as then designed, was in compliance with the
applicable requirements of the Internal Revenue Code. The
Plan has been amended since receiving the determination
letter. However, the Plan administrator and the Plan's tax
counsel believe that the Plan is currently designed and is
being operated in compliance with the applicable requirements
of the Internal Revenue Code. Therefore, they believe the Plan
was qualified and the Trust was tax-exempt as of the
financial statement date.
(4) DISTRIBUTIONS:
Effective January 1, 1991, amounts to be withdrawn by
participants but not yet paid by the Plan are no longer
classified as a liability, but rather are included in net
assets available for plan benefits. Amounts to be withdrawn
by participants but not yet paid by the Plan as of December
31, 1993 and 1992 are as follows:
1993 1992
Money Market Fund $25,683 $ 5,993
Bond Fund 27,633 4,117
Equity Fund 48,237 --
Loan Fund 2,132 9,165
CILCORP Stock Fund 2,121 --
TOTAL $105,806 $19,275
(5) REALIZED GAIN (LOSS) ON INVESTMENTS SOLD OR DISTRIBUTED:
Realized gains (losses) on investments for the year ended
December 31, 1993 represent gains (losses) from the actual
sale of Plan assets in excess of or below the ERISA cost.
Gains or losses realized on distributions of CILCORP Inc.
common stock to participants in settlement of their accounts
are determined by the difference between the ERISA cost and
the quoted market of the shares distributed. (See Note 2 -
Summary of Significant Accounting Policies.)
<TABLE>
Year Ended December 31, 1993
Investment Funds
<CAPTION>
CILCORP
Bond Fund Equity Fund Stock Fund Total
<S> <C> <C> <C> <C>
ERISA Cost $ 410,168 $ 372,819 $ 37,722 $ 820,709
Market 435,567 395,186 37,664 868,411
Gain or (Loss) $ 25,399 $ 22,361 $ (58) $ 47,702
</TABLE>
(6) UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENTS:
Unrealized appreciation (depreciation) of investments for the
year ended December 31, 1993 was determined based on the
value of the assets at the beginning of the Plan year or at
the time of purchase for any assets acquired during the Plan
year compared to the market value at the end of the year.
(See Note 2 - Summary of Significant Accounting Policies.)
<TABLE>
Year Ended December 31, 1993
Investment Funds
<CAPTION>
Money CILCORP
Market Bond Equity Stock
Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C>
Total Market Value at December 31, 1993 $3,007,694 $1,930,485 $5,918,730 $1,036,936 $11,893,845
ERISA Cost at December 31, 1992 3,007,694 1,818,067 5,416,902 1,123,931 11,366,594
Unrealized appreciation (depreciation)
of investments $ 0 $ 112,418 $ 501,828 $ (86,995) $ 527,251
</TABLE>
(7) RELATED PARTY TRANSACTIONS:
Certain Plan investments are in funds managed by Sun Bank
who is the Trustee as defined by the Plan and, therefore,
these transactions qualify as a part-in-interest. The
Trustee of the Plan also invests in CILCORP common stock.
Since CILCORP is the parent company of ESE any investment
transactions involving CILCORP common stock qualify as
related party transactions.
(8) SUBSEQUENT EVENTS:
Effective April 1, 1994, Twentieth Century Securities, Inc.
became the trustee and recordkeeper for the Plan, replacing
Sun Bank and the Wyatt Company, respectively.
<TABLE>
ENVIRONMENTAL SCIENCE & ENGINEERING, INC.
PROFIT SHARING AND SAVINGS PLAN
ITEM 27(A) SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993
<CAPTION>
Cost Market Value
<S> <C> <C>
MONEY MARKET FUND
*Suntrust Retirement Reserve Fund $ 3,007,694 $ 3,007,694
Cash 1,064 1,064
$ 3,008,758 $ 3,008,758
BOND FUND
*Suntrust Corporate Intermediate Fixed
Income Fund, 76,892 Shares $ 1,658,246 $ 1,903,842
*Suntrust Trust Retirement Reserve Fund 26,643 26,643
Cash 1,786 1,786
$ 1,686,675 $ 1,932,271
EQUITY FUND
*Suntrust Corporate Equity Fund
57,024 Shares $ 4,538,971 $ 5,826,664
*Suntrust Retirement Reserve Fund 92,066 92,066
Cash 5,674 5,674
$ 4,636,711 $ 5,924,404
LOAN FUND
*Participant Loans (315 Loans; 7% to 11.5%) $ 823,797 $ 823,797
CILCORP STOCK FUND
*CILCORP Stock, 26,650 shares $ 1,067,331 $ 999,374
*Suntrust Retirement Reserve Fund 37,562 37,562
Cash 4,498 4,498
$ 1,109,391 $ 1,041,434
TOTAL CASH AND INVESTMENTS $11,265,332 $12,730,664
The accompanying notes are an integral part of this schedule.
*Indicates a party in interest.
</TABLE>
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the trustees (or other persons who
administer the employee benefit plan) have duly caused this
annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
Environmental Science & Engineering, Inc. Profit Sharing and
Savings Plan
(Name of Plan)
Date 07/08/93 By: Jim Bourazak,
Member of the
Administrative Committee of the Plan
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
24 Consent of Independent Public Accountants
<PAGE>
Exhibit 24
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in Cilcorp Inc.'s previously filed
Registration Statement No. 33-45318, of our report dated
July 8, 1994, included in this Form 10-K/A.
ARTHUR ANDERSEN & CO.
Chicago, Illinois
July 8, 1994
