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 (Date of earliest event reported) October 24, 1994
PSI ENERGY, INC.
(Exact name of registrant as specified in its charter)
Indiana 1-3543 35-0594457
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1000 East Main Street, Plainfield, Indiana 46168
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (317) 839-9611
PSI ENERGY, INC.
FORM 8-K
TABLE OF CONTENTS
Item Page
Number Number
1. Changes in Control of Registrant. . . . . . . . 3
2. Acquisition or Disposition of Assets. . . . . . 3
3. Bankruptcy or Receivership . . . . . . . . . . 3
4. Changes in Registrant's Certifying Accountant . 4
5. Other Events. . . . . . . . . . . . . . . . . . 4
6. Resignations of Registrant's Directors. . . . . 4
7. Financial Statements and Exhibits . . . . . . . 4
8. Change in Fiscal Year . . . . . . . . . . . . . 4
Signatures. . . . . . . . . . . . . . . . . . . 5
<PAGE>
1. Changes in Control of Registrant
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 (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.
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 (The Union Light, Heat and
Power Company, 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.
2. Acquisition or Disposition of Assets
None
3. Bankruptcy or Receivership
None
4. Changes in Registrant's Certifying Accountant
None
5. Other Events
None
6. Resignations of Registrant's Directors
None
7. Financial Statements and Exhibits
Exhibit
99-a Joint press release announcing the consummation of the
Merger
8. Change in Fiscal Year
None
<PAGE>
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 hereunto duly authorized.
PSI ENERGY, INC.
Date: October 27, 1994
By: Charles J. Winger
Comptroller and Principal
Accounting officer
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."
(more)
CG&E, PSI complete CINergy merger
Oct. 24, 1994
Page 2
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.
(more)
CG&E, PSI complete CINergy merger
Oct. 24, 1994
Page 3
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.
(more)
CG&E, PSI complete CINergy merger
Oct. 24, 1994
Page 4
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.
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