PSI ENERGY INC
8-K, 1994-01-18
ELECTRIC SERVICES
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                         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) January 12, 1994




                                  PSI ENERGY, INC.
          (Exact name of registrant as specified in its charter)






          Indiana                    1-3543             35-0594457
(State or other jurisdiction      (Commission         (IRS Employer
     of incorporation)            File Number)      Identification No.)


                  1000 East Main Street, Plainfield, Indiana  46168
                 (Address of principal executive offices) (Zip Code)




   Registrant's telephone number, including area code (317) 839-9611
<PAGE>
                                  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  . .          3

  5.         Other Events . . . . . . . . . . . . . . . . . . .          3

  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

      None

2.    Acquisition or Disposition of Assets

      None

3.    Bankruptcy or Receivership

      None

4.    Changes in Registrant's Certifying Accountant

      None

5.    Other Events

      On August 16, 1993, the Federal Energy Regulatory Commission (FERC)
      conditionally approved the application of PSI Resources, Inc.
      (Resources), PSI Energy, Inc. (Energy), and The Cincinnati Gas &
      Electric Company (CG&E) to merge and reorganize into CINergy Corp., as
      provided in the Agreement and Plan of Reorganization dated as of
      December 11, 1992, which was subsequently amended and restated on July
      2, 1993, and as of September 10, 1993 (the Merger).  This conditional
      approval was made by the FERC without a formal hearing and, according to
      public statements by the Commissioners, was done in reliance, in part,
      on the FERC's belief that the regulatory commissions of the affected
      states would have authority to approve or disapprove the Merger.  

      On September 15, 1993, Energy and CG&E filed a statement with the FERC
      clarifying their conclusions at that time that, under the revised
      structure of the Merger, where neither public utility would be merged
      with the other and a registered holding company would be created, no
      prior approval of a state commission is necessary or authorized under
      state law.  Upon a subsequent request of the staff of the Kentucky
      Public Service Commission, CG&E agreed to file an application with that
      commission regarding a contended indirect change in ownership of CG&E's
      subsidiary, Union Light, Heat & Power Company, that might be occasioned
      by the Merger.

      Given the issues raised on the request for a rehearing and the lack of
      certainty in the record regarding state regulatory powers, on January
      12, 1994, the FERC issued an order withdrawing its prior conditional
      approval of the Merger and initiating a 60-day FERC-sponsored settlement
      procedure.  A settlement judge has scheduled the first conference for
      January 19, 1994, at which time the 60-day period will begin. At the end
      of this 60-day period, the settlement judge must submit to the FERC
      either a settlement or a statement that negotiations have failed.  The
      FERC has indicated that, if the settlement procedure is not successful,
      it intends to issue a further order setting appropriate issues for
      hearing.  

      Energy and CG&E believe this settlement procedure will provide the
      opportunity to resolve the state regulatory commissions' concerns on the
      remaining contested issues.  Energy and CG&E also believe significant
      progress has already been made toward resolution of several issues with
      state commissions.  Energy and CG&E's goal remains to complete the
      Merger by mid-1994; however, even assuming settlement, the FERC's
      decision could delay the Merger consummation date into the third quarter
      of 1994.  If a hearing is convened, the Merger consummation date would
      likely be further extended.

6.    Resignations of Registrant's Directors

      None

7.    Financial Statements and Exhibits

      None

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.
                                                           Registrant


Date:  January 18, 1994



                                       By:       /s/   Charles J. Winger     
                                                       (Charles J. Winger)
                                                    Comptroller and Principal
                                                        Accounting Officer



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