<PAGE>
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934 (Amendment No. )
Check the appropriate box:
/ / Preliminary Information Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
/X/ Definitive Information Statement
PSI ENERGY, INC.
- --------------------------------------------------------------------------------
(Name of Registrant As Specified In Charter)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g).
/ / Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
PSI ENERGY, INC.
1000 EAST MAIN STREET
PLAINFIELD, INDIANA 46168
[LOGO]
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 26, 1996
TO THE SHAREHOLDERS OF
PSI ENERGY, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of PSI
Energy, Inc. will be held at the Cincinnati Club Building, 30 Garfield Place,
Cincinnati, Ohio, on Friday, April 26, 1996 at 10:00 a.m., eastern daylight
saving time, for the purposes of electing seven directors and transacting such
other business as may legally come before the meeting, or any adjournment
thereof.
Only shareholders of record at the close of business on Monday, February 26,
1996, will be entitled to vote at the meeting and at any adjournment thereof.
Proxies will not be solicited for this meeting and you are requested not to
send us a proxy. Shareholders are welcome to attend the meeting in person and
cast their votes by ballot on the issues presented at the meeting.
PSI ENERGY, INC.
BY CHERYL M. FOLEY, SECRETARY
Dated: March 27, 1996
<PAGE>
PSI ENERGY, INC.
1000 EAST MAIN STREET
PLAINFIELD, INDIANA 46168
(317) 839-9611
INFORMATION STATEMENT
INTRODUCTION
This Information Statement is first being mailed on or about March 27, 1996
to the shareholders of PSI Energy, Inc., an Indiana corporation (the "Company"),
in connection with its Annual Meeting of Shareholders to be held on April 26,
1996, or any adjournment or postponement of such meeting (the "Annual Meeting").
The Annual Report to Shareholders of Cinergy Corp., a Delaware corporation
("Cinergy"), including financial statements, for the year ended December 31,
1995 accompanies the mailing of this Information Statement.
Cinergy is a registered holding company under the Public Utility Holding
Company Act of 1935, as amended, and the parent company of the Company, The
Cincinnati Gas & Electric Company ("CG&E"), Cinergy Services, Inc. ("Cinergy
Services"), and Cinergy Investments, Inc. ("Cinergy Investments"). The Company
is an operating utility primarily engaged in providing electric service in north
central, central, and southern Indiana. CG&E is an operating utility primarily
engaged in providing electric and gas service in the southwestern portion of
Ohio and, through its principal subsidiary, The Union Light, Heat and Power
Company ("Union Light"), in adjacent areas in Kentucky. Cinergy Services
provides management, financial, administrative, engineering, legal and other
services to the Company, Cinergy, CG&E, and Cinergy Investments. Cinergy
conducts its non-regulated businesses through Cinergy Investments and its
subsidiaries.
Cinergy is the sole shareholder of the 53,913,701 outstanding shares of the
Company's common stock. There remain outstanding 5,117,407 shares of the
Company's cumulative preferred stock as of the close of business on February 26,
1996 which also have certain voting rights as described herein.
Since Cinergy's ownership represents more than 96% of the total votes that
could be cast at the Annual Meeting, and since shareholders do not have
cumulative voting rights and Cinergy intends to vote in favor of all
director-nominees for election as directors to the Board of Directors of the
Company (the "Board"), the election of such director-nominees is assured.
Therefore, the Board considered it inappropriate to solicit proxies for the
Annual Meeting. Please be advised, therefore, that this is only an Information
Statement. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND
US A PROXY. However, if you wish to vote your shares of cumulative preferred
stock, you may do so by attending the meeting in person and casting your vote by
a ballot which will be provided for that purpose.
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
Only holders of record of the Company's voting securities at the close of
business on February 26, 1996 (the "Record Date") will be entitled to vote at
the Annual Meeting. The outstanding voting securities of the
<PAGE>
Company are divided into two classes: common stock and cumulative preferred
stock. The class of cumulative preferred stock has been further issued in six
series. The shares outstanding as of the Record Date, and the vote to which each
share is entitled, are as follows:
<TABLE>
<CAPTION>
VOTES PER
CLASS SHARES OUTSTANDING SHARE
- ------------------------------------------------------------------- ------------------ --------------
<S> <C> <C>
Common Stock (without par value) 53,913,701 1 vote
Cumulative Preferred Stock
Par Value $100 per share 799,482 1 vote
Par Value $25 per share 4,317,925 1/4 vote
</TABLE>
As noted above, Cinergy owns all the outstanding shares of the Company's
class of common stock.
Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "1934 Act"), a beneficial owner of a security is any person who directly or
indirectly has or shares voting or investment power over such security. No
person or group is known by management of the Company to be the beneficial owner
of more than 5% of the Company's class of cumulative preferred stock as of the
Record Date.
SECURITY OWNERSHIP OF MANAGEMENT
The Company's director-nominees and named executive officers (as the latter
term is defined on page 11) did not beneficially own any shares of any series of
the class of the Company's cumulative preferred stock as of December 31, 1995.
The beneficial ownership of the outstanding shares of Cinergy common stock held
by each director-nominee and named executive officer, and of units equal to one
share of Cinergy common stock paid as compensation to non-employee directors of
Cinergy, as of December 31, 1995, is set forth in the following table.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME OF BENEFICIAL OWNER (1) OF BENEFICIAL OWNERSHIP (2) UNITS (3)
- ----------------------------------------------------------- ----------------------------- -----------
<S> <C> <C>
James K. Baker 16,105 shares 1,324
Michael G. Browning 21,335 shares 4,254
Cheryl M. Foley 71,592 shares
John A. Hillenbrand II 30,759 shares 3,821
J. Wayne Leonard 74,060 shares
John M. Mutz 34,740 shares
Jackson H. Randolph 75,658 shares
James E. Rogers 252,582 shares
Van P. Smith 19,890 shares
Larry E. Thomas 75,640 shares
All directors and executive officers as a group 789,304 shares
(representing 0.50% of the class)
</TABLE>
2
<PAGE>
- ---------
(1) No individual listed beneficially owned more than 0.16% of the outstanding
shares of Cinergy common stock.
(2) Includes shares which there is a right to acquire within 60 days pursuant
to the exercise of stock options in the following amounts: Mr. Baker --
15,287; Mr. Browning -- 15,287; Ms. Foley -- 57,397; Mr. Hillenbrand --
15,287; Mr. Leonard -- 57,611; Mr. Mutz -- 32,787; Mr. Randolph -- 50,000;
Mr. Rogers -- 189,403; Mr. Smith -- 15,287; Mr. Thomas -- 51,107; and all
directors and executive officers as a group -- 585,030.
(3) Each unit represents one share of Cinergy common stock credited to the
account of the respective directors as of December 31, 1995 under Cinergy's
Directors' Deferred Compensation Plan.
ELECTION OF DIRECTORS
In accordance with the By-Laws of the Company, the Board shall consist of
not less than one and not more than seven persons. The size of the Board is
currently fixed at seven and the Board has nominated the individuals listed
below for election as directors, all of whom are presently members of the Board
and were elected by shareholders at the 1995 annual meeting. All of the proposed
director-nominees have signified their willingness to serve, if elected.
Directors will be elected at the Annual Meeting by a plurality of the votes
cast. As previously stated, Cinergy intends to vote all of the outstanding
shares of common stock of the Company in favor of the director-nominees set
forth below and, since Cinergy's ownership of such common stock represents over
96% of the voting power of the Company, the election of such director-nominees
is assured.
Except as otherwise noted, the principal occupation or employment of each
individual set forth below has been such individual's principal occupation or
employment for the past five years. Each director-nominee, with the exception of
Messrs. Mutz, Randolph, and Rogers, is otherwise unaffiliated with Cinergy and
its subsidiaries, including the Company.
3
<PAGE>
- --------------------------------------------------------------------------------
JAMES K. BAKER
Director of the Company since 1986.
Director of Cinergy since 1994. Age 64.
Mr. Baker has served as Vice Chairman of Arvin Industries, Inc., a
worldwide supplier of automotive parts, since February 1996. He
served as Chairman of the Board of Arvin Industries from November
1986 through January 1996 and as Chief Executive Officer from 1981
until June 1993. Mr. Baker is a director of Amcast Industrial
Corp., Calspan SRL Corp., First Chicago NBD Corp., Geon Company,
and Tokheim Corporation.
- --------------------------------------------------------------------------------
MICHAEL G. BROWNING
Director of the Company since 1990.
Director of Cinergy since 1994. Age 49.
Mr. Browning is Chairman and President of Browning Investments,
Inc., which is engaged in real estate ventures. He also served as
President of Browning Real Estate, Inc., the general partner of
various real estate investment partnerships, through December 30,
1994.
- --------------------------------------------------------------------------------
JOHN A. HILLENBRAND II
Director of the Company since 1985.
Director of Cinergy since 1994. Age 64.
Mr. Hillenbrand principally serves as Chairman, President and Chief
Executive Officer of Glynnadam, Inc., a personal investment holding
company. He is also Chairman of Able Body Corporation and Nambe'
Mills, Inc., and Vice Chairman of Pri-Pak, Inc. Mr. Hillenbrand is a
director of Hillenbrand Industries, Inc. and National City Bank,
Indiana.
- --------------------------------------------------------------------------------
JOHN M. MUTZ
Director of the Company since 1991;
Member -- Executive Committee.
Director of Cinergy Investments since 1995. Age 60.
Mr. Mutz has served as President of the Company since October 1994;
he previously served as President of PSI Resources, Inc. from
October 1993 until October 1994. He was president of the Lilly
Endowment, Inc. in Indianapolis from 1989 to 1993. Mr. Mutz served
as lieutenant governor of the State of Indiana from 1981 to 1988.
While in office, he was president of the Indiana Senate, headed the
Department of Commerce and the Department of Employment and Training
Services, and served as Commissioner of Agriculture. Mr. Mutz is a
director of ADESA Corporation and National City Bank, Indiana.
- --------------------------------------------------------------------------------
4
<PAGE>
- --------------------------------------------------------------------------------
JACKSON H. RANDOLPH
Director of the Company since 1994;
Member -- Executive Committee.
Director of Cinergy since 1993 and CG&E since 1983. Age 65
Mr. Randolph has served as Chairman of the Board of the Company,
Cinergy, Cinergy Investments, Cinergy Services, CG&E, and Union
Light since December 1995. He served as Chairman of the Board and
Chief Executive Officer of the Company, Cinergy, Cinergy
Investments, Cinergy Services, and CG&E from October 1994 (and of
Union Light from January 1995) through November 1995. Mr. Randolph
was Chairman of the Board, President and Chief Executive Officer of
CG&E from May 1993 until October 1994 (and of Union Light from June
1993 until January 1995); previously he served as President and
Chief Executive Officer of CG&E and Union Light. Mr. Randolph is a
director of Cincinnati Financial Corporation, PNC Bank Corp., and
PNC Bank, Ohio, N.A.
- --------------------------------------------------------------------------------
JAMES E. ROGERS
Director of the Company since 1988;
Chairman -- Executive Committee.
Director of Cinergy since 1993 and CG&E since 1994. Age 48.
Mr. Rogers has served as Vice Chairman and Chief Executive Officer
of the Company, CG&E, Cinergy Investments, and Union Light, and Vice
Chairman, President and Chief Executive Officer of Cinergy and
Cinergy Services since December 1995. He served as Vice Chairman and
Chief Operating Officer of the Company, CG&E, and Cinergy
Investments, and Vice Chairman, President and Chief Operating
Officer of Cinergy and Cinergy Services from October 1994 (and as
Vice Chairman and Chief Operating Officer of Union Light from
January 1995) through November 1995. Mr. Rogers served as Chairman,
President and Chief Executive Officer of the Company from August
1990 until October 1994; he previously served as Chairman and Chief
Executive Officer. He also served as Chairman and Chief Executive
Officer of PSI Resources, Inc. from October 1993 until October 1994;
he previously served as Chairman, President and Chief Executive
Officer. Mr. Rogers is a director of Bankers Life Holding
Corporation, Duke Realty Investments, Inc., Fifth Third Bancorp, and
The Fifth Third Bank.
- --------------------------------------------------------------------------------
VAN P. SMITH
Director of the Company since 1986.
Director of Cinergy since 1994. Age 67.
Mr. Smith is Chairman of the Board of Ontario Corporation which
manufactures precision components for semiconductor process
equipment, provides custom hardware and software products, and
operates commercial testing laboratories. He is a director of each
of the subsidiaries of Ontario Corporation, Lilly Industries, Inc.,
Meridian Insurance Group, Inc., and Meridian Mutual Insurance Co.
- --------------------------------------------------------------------------------
5
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD
During the year ended December 31, 1995, the Board held five meetings. All
directors attended more than 75% of the aggregate number of Board and committee
meetings which they were eligible to attend. The Executive Committee is the only
standing committee of the Board.
DIRECTORS' COMPENSATION
Directors who are not employees (the "non-employee directors") receive an
annual retainer fee of $8,000 plus a fee of $1,000 for each Board meeting
attended; however, any non-employee director of the Company who also serves as a
non-employee director of Cinergy or any of its affiliates shall neither receive
such annual retainer fee, nor any compensation for attendance at any Board
meeting that is held concurrently or consecutively with a meeting of the board
of directors of Cinergy. Each director as a non-employee director of the Company
(Messrs. Baker, Browning, Hillenbrand, and Smith) is currently also a non-
employee director of Cinergy. Directors who are also employees of Cinergy or any
of its subsidiaries (Messrs. Mutz, Randolph, and Rogers) will receive no
remuneration for their services as directors.
Under Cinergy's Directors' Deferred Compensation Plan, each non-employee
director of Cinergy or any of its subsidiaries may defer fees and have them
accrued either in cash or in units representing shares of Cinergy common stock.
If deferred in such units, the stock will be distributed to the director at the
time of retirement from the appropriate board. Amounts deferred in cash will be
paid at the same time.
Under Cinergy's Retirement Plan for Directors, non-employee directors with
five or more years of service will receive annual retirement compensation in an
amount equal to the annual Board retainer fee in effect at the time of
termination of service as a director, plus the product of the fee paid for
attendance at a Board meeting multiplied by five. Retirement compensation is
paid for as many years as the director served on the Board. This plan covers
non-employee directors serving on the boards of directors of the Company,
Cinergy, Cinergy Services, or CG&E. Prior service by non-employee directors of
the Company, PSI Resources, Inc., or CG&E is credited under this plan.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The executive compensation program of Cinergy and its subsidiaries,
including the Company, is administered by the Compensation Committee of
Cinergy's board of directors (the "Committee"). The Committee establishes the
compensation philosophy and the compensation of the chief executive officer and
all other executive officers of Cinergy and its subsidiaries. The Committee also
recommends and administers compensation plans for all executive officers and key
employees. The Committee is composed of Messrs. Van P. Smith (Chairman), Michael
G. Browning, George C. Juilfs, and John J. Schiff, Jr., each of whom is an
independent, non-employee director (of Cinergy), and an "outside director" (of
Cinergy) within the meaning of Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code"). Each of Messrs. Smith and Browning is also such
an independent, non-employee, "outside director" of the Company.
COMPENSATION PHILOSOPHY
The Committee reported in the Company's 1995 information statement that
although its executive compensation philosophy was developing, it expressed an
intent to emphasize incentive compensation, both
6
<PAGE>
short-term and long-term, in order to tie the interests of the executive
officers and Cinergy's shareholders. At that time, the Committee anticipated
that base salary, annual cash incentives, and long-term incentives would play an
integral part in the executive compensation program.
With assistance from an independent compensation and benefits consulting
firm which conducted a study of existing executive compensation program
structures, the Committee has formulated an integrated executive compensation
philosophy which includes base salary, and annual and long-term incentives. The
consulting firm has also advised as to the retention, modification or
replacement of certain existing compensation and benefits plans and as to plan
design generally.
Cinergy and its subsidiaries seek to provide a total compensation program
that will attract, retain, and motivate the high quality employees needed to
provide superior service to its customers and to maximize returns to its
shareholders. Base salaries for the executive group will be targeted at the
median of comparably sized utility companies based on kilowatt hours sold.
Because of the low-cost position of Cinergy and its subsidiaries, kilowatt hours
sold is considered to be a better size measure than revenues for constructing a
comparator group. Base salary levels will be reviewed annually. Salary increases
will be based on such factors as corporate financial results, each individual's
performance, and the executive's role and skills. The executive compensation
program seeks to link executive and shareholder interests through cash-based and
equity-based incentive plans, in order to reward corporate and individual
performance and balance short-term and long-term considerations. Thus, annual
and long-term incentive plans will be structured to provide opportunities that
are competitive with general industry companies.
This philosophy will result in a compensation mix for the chief executive
officer and senior officers, including executive officers, consisting of annual
incentive and long-term incentives that will account for at least 50% of the
employee's total compensation.
During 1995, the Committee adopted a charter which supports the executive
compensation philosophy and the Committee's role in designing and implementing
that philosophy. Pursuant to the charter, the Committee:
- reviews and determines the annual base salaries, annual incentives, and
long-term incentives of the executive officers of Cinergy and its
subsidiaries, and develops an appropriate balance between short-term and
long-term incentives while focusing on long-term shareholder interests;
and
- reviews the operation of the executive compensation programs; establishes
and periodically reviews policies for the administration of these
programs; and takes steps, if appropriate, to modify such programs and to
design and implement new executive compensation programs.
Consistent with its charter and its executive compensation philosophy, the
Committee has reviewed Cinergy's existing short-term and long-term incentive
plans and has concluded that it would be in the best interests of Cinergy and
its shareholders to modify the Annual Incentive Plan and to adopt a new
long-term incentive compensation plan.
Under the proposed amendment to the Annual Incentive Plan, the maximum award
opportunity for "covered employees", as that term is defined in Code Section
162(m), would be one million dollars.
7
<PAGE>
Currently, the maximum award is 75% of annual base salary. Expressing the
maximum possible award for covered employees in this manner is consistent with
regulations issued by the Internal Revenue Service (the "IRS") in December,
1995.
The proposed 1996 Long-Term Incentive Compensation Plan would allow Cinergy
flexibility to design long-term incentive compensation programs which will help
achieve its goals. The adoption of this plan is subject to approval by Cinergy's
shareholders. The 1996 Long-Term Incentive Compensation Plan is intended, in
part, to replace Cinergy's Performance Shares Plan.
ANNUAL INCENTIVE PLAN
For 1995, executive officers were eligible for incentives under Cinergy's
Annual Incentive Plan. Approximately 400 key employees participated in the plan
in 1995 and were granted cash awards to the extent that certain pre-determined
corporate and individual goals were attained during that year. Graduated
standards for achievement were developed to encourage each employee's
contribution. The potential awards ranged from 2.5% to 55% of the annual salary
of the participant (including deferred compensation), depending upon the
achievement levels and the participant's position. The Committee reviewed and
approved both the plan goals at the beginning of the year and the achievements
at the end of the year.
For 1995, the Annual Incentive Plan used a combination of corporate and
individual goals. Achievement of corporate goals and achievement of individual
goals accounted for 50% of the total possible award. The portion of the payout
in March, 1996, attributable to the corporate goals was based on 1995
achievement in two areas: (1) earnings per share; and (2) non-fuel operation and
maintenance merger savings. The earnings per share goal accounted for 37.5% and
the merger savings goal constituted 12.5% of the total possible award. The
achievement level for each of the corporate goals was at the maximum award level
for 1995.
In 1995, incentive awards for each executive officer reflected individual
achievement as well as Cinergy's attainment of its corporate goals. Individual
performance goals for each executive varied from executive to executive;
however, all related to the achievement of Cinergy's overall strategic vision of
becoming a premier general energy services company.
For each executive officer, the Committee assessed the extent to which each
person contributed toward the accomplishment of Cinergy's vision in 1995.
Although its determinations were subjective, the Committee believed that its
assessment accurately measured the performance of each executive officer. Based
upon the extraordinary efforts of the executive officers in 1995, the Committee
determined that a maximum award was payable to each.
For 1996, Cinergy's Annual Incentive Plan will again use a combination of
corporate and individual goals. The corporate goal will account for 50% of the
total possible award and achievement of individual goals will account for the
remaining 50%. The corporate goal for 1996 will be based on earnings per share.
For 1996, approximately 400 key employees will participate in the plan. The
potential awards will range from 2.5% to 90% of the participant's annual salary,
depending upon the achievement levels and the participant's position.
8
<PAGE>
OTHER COMPENSATION DECISIONS
The Committee, at its discretion, can award other forms of compensation in
recognition of outstanding service to Cinergy or any of its subsidiaries.
Consistent with that philosophy, the Committee approved in 1995 special
performance awards for Messrs. Leonard and Thomas and Ms. Foley for exemplary
performance associated with consummation of the corporate reorganization
resulting in the formation of Cinergy (as set forth in footnotes to the Summary
Compensation Table).
LONG-TERM INCENTIVE PLAN AND STOCK OPTION PLAN
Cinergy's Performance Shares Plan (the "Performance Shares Plan") is a
long-term incentive plan developed to reward officers and other key employees
for contributing to long-term success by achieving corporate and individual
goals approved by the Committee. The executive officers named in the
compensation tables participate in this plan, and the same corporate and
individual goals used in Cinergy's Annual Incentive Plan are applicable to this
plan. The potential award opportunities are established in the same manner as
the Annual Incentive Plan, with the minimum award opportunities ranging from
13.33% to 36.66% of annual salary for the full performance cycle. Performance
cycles consist of overlapping four year periods. Because the former Performance
Shares Plan of the Company was merged into the Performance Shares Plan effective
as of October 24, 1994, the then existing Company performance cycles of
1992-1995 and 1994-1997 became performance cycles under the Performance Shares
Plan. Awards earned under the 1992-1995 performance cycle by executive officers
are paid in two installments: one-half of the award was paid in February, 1996,
and the remaining portion will be paid in February, 1997. The dollar value of
the awards to Messrs. Rogers, Mutz, Leonard and Thomas and Ms. Foley, paid in
February 1995 and earned under the 1990-1993 performance cycle, are set forth in
the Summary Compensation Table. The next overlapping four year performance cycle
under the Performance Shares Plan began January 1, 1996, and will end December
31, 1999. As previously mentioned, the 1996 Long-Term Incentive Compensation
Plan is intended, in part, to replace the Performance Shares Plan; the details
of the transition have yet to be determined.
Cinergy's executive officers and other key employees are also eligible for
grants under Cinergy's Stock Option Plan in amounts determined to be appropriate
by the Committee. The Plan is designed to align executive compensation with
shareholder interests. Both non-qualified and incentive stock options have been
granted under the plan. Options vest at the rate of 20% per year over a
five-year period from the date of grant and may be exercised over a ten-year
term.
CHIEF EXECUTIVE OFFICER
Mr. Randolph's 1995 base salary was determined pursuant to an employment
agreement with Cinergy dated December 11, 1992, as amended and restated
effective October 24, 1994 (see Employment Agreements and Severance Arrangements
on page 14). For 1995, Mr. Randolph also earned incentive compensation under the
Annual Incentive Plan in the amount of $321,750, of which 50% was based on
achievement of corporate goals and 50% was based upon the Committee's
determination of his achievement of individual goals.
Mr. Rogers' 1995 base salary was determined pursuant to an employment
agreement with Cinergy dated December 11, 1992, as amended and restated
effective July 2, 1993 (see Employment Agreements and
9
<PAGE>
Severance Arrangements on page 14). For 1995, Mr. Rogers also earned incentive
compensation under the Annual Incentive Plan in the amount of $321,750, of which
50% was based on achievement of corporate goals and 50% was based upon the
Committee's determination of his achievement of individual goals.
Giving consideration to the accomplishments of 1995 leading to a total
return to Cinergy shareholders of 39.1% and an increase in earnings per share of
17%, the latter adjusted for the effects of weather and non-recurring items,
sufficient goals were met to obtain the maximum award available. Other goals
pertaining to budgeting, reengineering, development of a comprehensive human
resource strategy, enhancement of top management team effectiveness, and
elevation of Cinergy's impact in community involvement were also met. The
relative importance in meeting these goals was equal in the determination of
awards.
SUMMARY
The Committee has established its executive compensation philosophy which
emphasizes incentive compensation, both short-term and long-term, in order to
tie the interests of the executive officers and shareholders. Base salary,
annual cash incentives, and long-term incentives are an integral part of
executive compensation. The Committee has determined that the Annual Incentive
Plan should be modified to increase the maximum amount which can be awarded
under that plan to "covered employees" under Code Section 162(m), and that the
proposed 1996 Long-Term Incentive Compensation Plan is needed to provide
flexibility in designing competitive long-term incentive programs in order to
attract and retain qualified and highly motivated executive employees in the
future.
The 1993 Omnibus Budget Reconciliation Act ("OBRA") became law in August,
1993, for compensation earned in 1994 and later. Under the law, income tax
deductions of publicly traded companies may be limited to the extent total
compensation for certain executive officers exceeds one million dollars in any
one year. Under OBRA, the deduction limit does not apply to payments which
qualify as "performance based" or compensation which is payable under a written
contract that was in effect before February 17, 1993. The Committee has reviewed
the final regulations issued by the IRS and will continue to review the
application of these rules to future compensation; however, the Committee
intends to compensate executives on performance achieved, both corporate and
individual.
The tables which follow, and accompanying footnotes, reflect the decisions
covered by the above discussion.
CINERGY COMPENSATION COMMITTEE
Van P. Smith, Chairman
Michael G. Browning
George C. Juilfs
John J. Schiff, Jr.
10
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation of Messrs. Rogers and
Randolph, each of whom served as chief executive officer at different periods
during 1995, and each of the additional four most highly compensated executive
officers (these six executive officers sometimes hereinafter collectively
referred to as the "named executive officers") for services to Cinergy and its
subsidiaries, including the Company, during the calendar years ended December
31, 1995, 1994 and 1993. (The data presented includes, for Mr. Randolph
compensation from CG&E, and for the remaining named executive officers
compensation from the Company, for the periods prior to October 24, 1994.)
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-------------------------------------------
AWARDS
ANNUAL COMPENSATION ------------------------------ PAYOUTS
-------------------------------------------------- -----------
(A) (E) (F) (G)
NAME OTHER RESTRICTED SECURITIES (H)
AND (C) (D) ANNUAL STOCK UNDERLYING LTIP
PRINCIPAL (B) SALARY BONUS(1) COMPENSATION AWARDS OPTIONS/SARS PAYOUTS(2)
POSITION YEAR ($) ($) ($) ($) (#) ($)
- --------------------------------- --------- --------- ----------- --------------- --------------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
James E. Rogers 1995 535,000 321,750 15,322 0 0 283,427
Vice Chairman 1994 433,144 265,729 64,417 0 250,000 273,720
and CEO 1993 402,408 239,324 0 0 0 193,618
Jackson H. Randolph 1995 535,000 321,750 11,594 0 0 0
Chairman of the 1994 470,000 255,750 5,719 0 250,000 0
Board 1993 425,000 200,000 3,512 0 0 0
John M Mutz(4) 1995 358,656 143,462 2,041 0 0 11,804
President 1994 342,380 136,952 3,001 0 100,000 11,436
1993 81,250 31,281 0 0 0 0
J. Wayne Leonard 1995 250,008 93,753 17,385 0 0 83,974
Group Vice President 1994 211,208 79,203 32,146 0 100,000 81,132
and CFO 1993 187,168 92,568 0 0 0 62,210
Larry E. Thomas 1995 240,000 90,000 1,794 0 0 80,066
Group Vice President 1994 209,540 78,578 29,078 0 100,000 77,345
and Chief Transformation 1993 187,168 67,568 0 0 0 56,339
Officer
Cheryl M. Foley 1995 230,004 86,252 5,284 0 0 80,462
Vice President, General 1994 200,510 75,191 30,732 0 100,000 77,714
Counsel and Secretary 1993 179,036 89,632 0 0 0 59,866
<CAPTION>
(A)
NAME (I)
AND ALL OTHER
PRINCIPAL COMPENSATION
POSITION ($)
- --------------------------------- -------------
<S> <C>
James E. Rogers 135,676(3)
Vice Chairman 285,393
and CEO 83,968
Jackson H. Randolph 104,112(3)
Chairman of the 92,724
Board 84,886
John M Mutz(4) 16,530(5)
President 6,097
250,334
J. Wayne Leonard 49,726(5)
Group Vice President 93,555
and CFO 6,762
Larry E. Thomas 29,464(5)
Group Vice President 53,945
and Chief Transformation 6,762
Officer
Cheryl M. Foley 58,646(5)
Vice President, General 59,618
Counsel and Secretary 0
</TABLE>
- ------------
(1) The amounts appearing in this column reflect the Annual Incentive Plan
awards earned during the year listed and paid in the following year.
(2) The amounts appearing in this column for 1995 and 1994 reflect the values
of the shares and cash earned under the Company's Performance Shares Plan,
as predecessor to Cinergy's Performance Shares Plan, by Messrs. Rogers,
Mutz, Leonard, and Thomas and Ms. Foley during the four-year cycle from 1990
through 1993; the amounts reflected for 1993 were earned by such five
officers under such plan during the two-year cycle from 1990 through 1991.
(3) Amount includes for Messrs. Rogers and Randolph, respectively: a deferred
compensation award in the amount of $50,000 pursuant to the terms of each
officer's Deferred Compensation Agreement; employer matching contributions
under the Company's and CG&E's 401(k) plans of $9,240 and $4,125;
above-market interest on amounts deferred pursuant to the Deferred
11
<PAGE>
Compensation Agreements of $21,202 and $31,413; and benefits under Split
Dollar Life Insurance Agreements of $16,584 and $18,574. Also includes for
Mr. Rogers insurance premiums paid with respect to executive/group-term life
insurance and relocation compensation in the amounts of $5,290 and $33,360,
respectively.
(4) Prior to October 4, 1993, Mr. Mutz served as a non-employee director of the
Company and PSI Resources, Inc. and was otherwise unaffiliated with either
such company.
(5) Amount includes for Messrs. Mutz, Leonard, Thomas, and Ms. Foley,
respectively, insurance premiums paid with respect to executive/group-term
life insurance of $10,062, $1,927, $5,682, and $3,441. Includes for Messrs.
Mutz, Leonard, and Thomas, respectively, employer matching contributions
under the Company's 401(k) plan of $6,468, $9,002, and $8,982. Includes for
Messrs. Leonard, Thomas, and Ms. Foley, respectively: relocation
compensation in the amounts of $8,797, $4,800, and $25,205; and special
performance awards in the amounts of $30,000, $10,000, and $30,000.
AGGREGATED OPTION/SAR EXERCISES AND YEAR-END OPTION/SAR VALUE TABLE
The following table sets forth information concerning stock options
exercised by the named executive officers during 1995, including the values
realized for such options exercised, which represent the positive spread between
the respective exercise prices and market prices on dates of exercises, and the
numbers of shares for which options were held as of December 31, 1995, including
the values for "in-the-money" options, which represent the positive spread
between the respective exercise prices of outstanding stock options and the
market price of the shares of Cinergy common stock as of December 31, 1995,
which was $30.625 per share.
<TABLE>
<CAPTION>
(D)
NUMBER OF
SECURITIES (E)
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FY-END FY-END
(B) (C) (#) ($)
SHARES ACQUIRED VALUE ------------------- ---------------------
(A) ON EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
- ---------------------------------------- --------------- --------- ------------------- ---------------------
<S> <C> <C> <C> <C>
James E. Rogers 39,622 465,570 189,403/200,000 2,906,442/1,550,000
Jackson H. Randolph 0 N/A 50,000/200,000 387,500/1,550,000
John M. Mutz 0 N/A 32,787/80,000 338,805/620,000
J. Wayne Leonard 13,539 137,161 57,611/80,000 684,123/620,000
Larry E. Thomas 20,043 161,713 51,107/80,000 592,623/620,000
Cheryl M. Foley 13,753 126,435 57,397/80,000 681,112/620,000
</TABLE>
PENSION BENEFITS
The primary pension benefits payable at retirement to each of the named
executive officers are provided pursuant to the terms of either CG&E's
non-contributory management pension plan (the "CG&E Pension Plan") or the
Company's non-contributory pension plan (the "PSI Pension Plan"). Mr. Randolph
is covered under the terms of the CG&E Pension Plan. Messrs. Rogers, Mutz,
Leonard, and Thomas and Ms. Foley are covered under the terms of the PSI Pension
Plan.
Under the terms of the CG&E Pension Plan, the retirement income payable to a
pensioner is 1.3% of final average pay plus 0.35% of final average pay in excess
of covered compensation, times the number of years of credited service through
30 years, plus 0.1% of final average pay times the number of years of
12
<PAGE>
credited service over 30 years. Final average pay is the average annual salary,
based on July 1 pay rates, during the employee's five consecutive calendar years
producing the highest such average within the last ten calendar years
immediately preceding retirement. The IRS annually establishes a dollar limit,
indexed to inflation, of the amount of pay permitted for consideration under the
terms of the plan, which for 1995 was $150,000. Covered compensation is the
average social security taxable wage base over a 35-year period. The accrued
annual benefit payable to Mr. Randolph upon his retirement under the terms of
the plan is $106,211 based upon IRS limits and credited service of 37 years.
Cinergy and Mr. Randolph have entered into an Amended and Restated
Supplemental Executive Retirement Income Agreement which in effect freezes as of
December 31, 1994, the accrual of benefits payable to Mr. Randolph under CG&E's
Supplemental Executive Retirement Plan upon his retirement, death, or
disability. Under the amended agreement, the annual supplemental retirement
benefit of $511,654 shall be paid to Mr. Randolph or his beneficiary in monthly
installments of $42,638 for 180 months beginning December 1, 2000.
The PSI Pension Plan covers all of its employees who meet certain minimum
age and service requirements. Compensation utilized to determine benefits under
the PSI Pension Plan includes substantially all salaries and annual incentive
compensation, including deferred compensation for Mr. Rogers. PSI Pension Plan
benefits are determined under a final average pay formula with consideration of
years of service to a maximum of 30, age at retirement and the applicable
average social security wage base. The Company also maintains an Excess Benefit
Plan which is designed to restore pension benefits to those individuals whose
benefits under the PSI Pension Plan would otherwise exceed the limits imposed by
the Code. Each of the named executive officers, with the exception of Mr.
Randolph, participates in the Excess Benefit Plan.
The following pension plan table illustrates the estimated annual benefits
payable as a straight-life annuity under both plans to participants who retire
at age 62. Such benefits are not subject to any deduction for social security or
other offset amounts.
<TABLE>
<CAPTION>
YEARS OF SERVICE
---------------------------------------------------------------------
COMPENSATION 5 10 15 20 25 30
- ----------------------------------------- --------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
$ 300,000................................ $ 23,190 $ 46,380 $ 69,575 $ 92,765 $ 115,955 $ 139,145
400,000................................ 31,190 62,380 93,575 124,765 155,955 187,145
500,000................................ 39,190 78,380 117,575 156,765 195,955 235,145
600,000................................ 47,190 94,380 141,575 188,765 235,955 283,145
700,000................................ 55,190 110,380 165,575 220,765 275,955 331,145
800,000................................ 63,190 126,380 189,575 252,765 315,955 379,145
900,000................................ 71,190 142,380 213,575 284,765 355,955 427,145
1,000,000............................... 79,190 158,380 237,575 316,765 395,955 475,145
1,100,000............................... 87,190 174,380 261,575 348,765 435,955 523,145
</TABLE>
The estimated credited years of service at age 62 for each of the named
executive officers covered under the terms of the PSI Pension Plan are as
follows: Mr. Rogers, 20.22 years; Mr. Mutz, 3.39 years; Mr. Leonard, 30 years;
Mr. Thomas, 30 years; and Ms. Foley, 19.22 years.
Messrs. Rogers and Mutz and Ms. Foley also participate in the Company's
Supplemental Retirement Plan, which is designed to provide coverage to
employees, previously designated by the Board, who will not
13
<PAGE>
otherwise qualify for full retirement benefits under the PSI Pension Plan. The
benefit provided by the Company's Supplemental Retirement Plan will be an amount
equal to that which a covered employee with maximum permitted years of
participation (30 years) would have received under the PSI Pension Plan, reduced
by the actual benefit provided by the PSI Pension Plan and the Excess Benefit
Plan, and further reduced by benefits the covered employee will be eligible to
receive from retirement plans from previous self-employment and from previous
employers. The estimated annual benefit payable at age 62 under the Company's
Supplemental Retirement Plan is $192,158 for Mr. Rogers, $89,147 for Mr. Mutz,
and $54,624 for Ms. Foley.
Cinergy has an Executive Supplemental Life Insurance Program, which provides
key management personnel, including the named executive officers, with
additional life insurance coverage during employment, and post-retirement
deferred compensation. At the later of age 55 or retirement, the participant's
life insurance coverage under the program will be canceled. At that time, the
participant will receive the total amount of coverage in the form of deferred
compensation payable in ten equal annual installments. The annual benefit
payable, at the later of age 55 or retirement, to each of the named executive
officers is $15,000 per year over ten years.
EMPLOYMENT AGREEMENTS AND SEVERANCE ARRANGEMENTS
Cinergy entered into individual employment agreements with Mr. Randolph and
Mr. Rogers (each sometimes hereinafter individually referred to as the
"Executive") effective as of October 24, 1994.
Pursuant to his employment agreement, Mr. Randolph served as Chairman and
Chief Executive Officer of Cinergy until November 30, 1995, at which time he
relinquished the position of Chief Executive Officer; he will continue to serve
as Chairman of the Board of Cinergy until November 30, 2000. Mr. Rogers served
as Vice Chairman, President and Chief Operating Officer of Cinergy until
November 30, 1995, and thereafter has served as Vice Chairman, President and
Chief Executive Officer. Mr. Rogers' agreement is for a term of three years;
however, as amended in December 1995, on each annual anniversary date it will be
automatically extended for an additional year, unless either Cinergy or Mr.
Rogers gives timely notice otherwise.
During the terms of their agreements, Messrs. Randolph and Rogers will
receive minimum annual base salaries of $465,000 and $422,722, respectively.
Each will also be paid an annual incentive award of up to a maximum of no less
than 55% of his annual salary pursuant to Cinergy's Annual Incentive Plan, and
will be eligible to participate in all other incentive, stock option,
performance award, savings, retirement and welfare plans applicable generally to
Cinergy employees and executives.
If the Executive's employment terminates as a result of death, his
beneficiary will receive a lump sum cash amount equal to the sum of (a) the
Executive's annual base salary through the termination date to the extent not
previously paid, (b) a pro rata portion of the benefit under Cinergy's Annual
Incentive Plan calculated based upon the termination date, and (c) any
compensation previously deferred but not yet paid to the Executive (with accrued
interest or earnings thereon) and any unpaid accrued vacation pay. In addition
to these accrued amounts, if Cinergy terminates the Executive's employment
without "cause" or the Executive terminates his employment for "good reason" (as
each is defined in the employment agreements), Cinergy will pay to the Executive
(a) a lump sum cash amount equal to the present value of his annual base salary
and benefit under Cinergy's Annual Incentive Plan payable through the end of the
term of employment, at the rate and applying the same goals and factors in
effect at the time of notice of such termination,
14
<PAGE>
(b) the value of all benefits to which the Executive would have been entitled
had he remained in employment until the end of the term of employment under
Cinergy's Performance Shares Plan and Executive Supplemental Life Insurance
Program, (c) the value of all deferred compensation and all executive life
insurance benefits whether or not then vested or payable, and (d) medical and
welfare benefits for the Executive and his family through the end of the term of
employment. If the Executive's employment is terminated by Cinergy for cause or
by the Executive without good reason, the Executive will receive unpaid annual
base salary accrued through the termination date and any accrued deferred
compensation.
Mr. Randolph has a severance agreement with Cinergy which provides that if,
within three years after October 24, 1994 he terminates his employment for good
cause or his employment is terminated by Cinergy other than for disability or
cause, Cinergy will pay him a cash amount equal to 300% of his annualized
compensation for the most recent five years ending before October 24, 1994, less
$1,000, plus a cash "gross-up" payment equal to the federal excise tax due on
such amount, if any.
Mr. Mutz has an employment agreement pursuant to which he will serve as
President of, and will be nominated for election as a director of, the Company
until October 4, 1998. Commencing October 4, 1996, the term of the employment
agreement may be extended for one additional year upon mutual agreement. During
the term of his agreement, Mr. Mutz will receive a minimum annual base salary of
$330,000, will be eligible to receive an annual incentive cash award of up to
40% of his annual base salary pursuant to Cinergy's Annual Incentive Plan, will
be eligible to participate in all other incentive, stock option, performance
award, savings, retirement and welfare plans applicable generally to Cinergy
employees and executives, and will receive other fringe benefits. In connection
with his participation in the Company's Supplemental Retirement Plan, Mr. Mutz's
employment agreement provides that he will be vested in his benefit (calculated
including a profession transition allowance of $250,000 paid in 1993) at a rate
of 20% per year of service beginning in 1994 without offset for other retirement
benefits, and will be guaranteed a benefit thereunder based on its current terms
even if the plan subsequently is amended to reduce benefits or is terminated.
Cinergy entered into individual employment agreements with Messrs. Leonard
and Thomas and Ms. Foley, which shall continue until December 31, 1997;
provided, however, effective January 1, 1996, and each January 1 thereafter, the
term of each such employment agreement may be extended for one additional year
upon mutual agreement. Pursuant to the terms of their respective agreements, Mr.
Leonard has served as Group Vice President and Chief Financial Officer of
Cinergy and its subsidiaries, Mr. Thomas initially served as Group Vice
President, Reengineering and Operation Services of Cinergy and its subsidiaries,
and Ms. Foley has served as Vice President, General Counsel and Secretary of
Cinergy and its subsidiaries. However, each such officer may be further assigned
such other responsible executive capacity or capacities as the boards of
directors of Cinergy or Cinergy Services or Cinergy's chief executive officer
may from time to time determine. Effective September 1, 1995, Mr. Thomas was
named to the position of Group Vice President and Chief Transformation Officer.
During the term of their agreements, Messrs. Leonard and Thomas and Ms. Foley
will receive minimum annual base salaries of $250,000, $240,000, and $230,000,
respectively, and each will be eligible to participate in all other incentive,
stock option, performance award, savings, retirement and welfare benefit plans
applicable generally to Cinergy employees and executives, and will receive other
fringe benefits.
15
<PAGE>
If the employment of Messrs. Mutz, Leonard, or Thomas or Ms. Foley (each
sometimes hereinafter individually referred to as the "officer") is terminated
as a result of death, for cause or by the officer without good reason, the
officer or the officer's beneficiary will be paid a lump sum cash amount equal
to (a) the officer's unpaid annual base salary through the termination date, (b)
a pro rata portion of the officer's award under Cinergy's Annual Incentive Plan,
(c) the officer's vested accrued benefits under Cinergy's Performance Shares
Plan (and also including the Company's Pension Plan, Excess Benefit Plan and
Supplemental Retirement Plan in the case of Mr. Mutz), and (d) any unpaid
deferred compensation (including accrued interest or earnings) and unpaid
accrued vacation pay. If, instead, the officer's employment is terminated prior
to a change in control (as defined) without cause or by the officer for good
reason, the officer will be paid (a) a lump sum cash amount equal to the present
value of the officer's annual base salary and target annual incentive award
payable through the end of the term of the agreement, at the rate and applying
the same goals and factors in effect at the time of notice of such termination,
(b) the present value of all benefits to which the officer would have been
entitled had the officer remained in employment until the end of the term of the
agreement under Cinergy's Performance Shares Plan and Executive Supplemental
Life Insurance Program (and also including the Company's Pension Plan, Excess
Benefit Plan, and Supplemental Retirement Plan in the case of Mr. Mutz), (c) the
value of all deferred compensation and all executive life insurance benefits
whether or not vested or payable, and (d) continued medical and welfare benefits
through the end of the term of the agreement.
If the employment of any such officer (as defined above) is terminated after
a change in control, the officer will be paid a lump sum cash payment equal to
the greater of (i) three times the sum of the officer's annual base salary
immediately prior to the date of the officer's termination of employment or, if
higher, the date of the change in control, plus all incentive compensation or
bonus plan amounts in effect prior to the date of the officer's termination of
employment or, if higher, prior to the change in control, and (ii) the present
value of all annual base salary, bonuses and incentive compensation and
retirement benefits that would otherwise be due under the agreement plus
deferred compensation and executive life insurance benefits. In addition, the
officer will be provided life, disability, accident and health insurance
benefits for thirty-six months, reduced to the extent comparable benefits are
received, without cost, by the officer.
DEFERRED COMPENSATION AGREEMENTS
Mr. Randolph and CG&E, and Mr. Rogers and the Company and PSI Resources,
Inc., entered into deferred compensation agreements effective as of January 1,
1992 (the "Deferred Compensation Agreements") pursuant to which each such
officer is credited with a $50,000 base salary increase in the form of deferred
compensation. Such amount is deferred annually, in the case of both Mr. Randolph
and Mr. Rogers, for a five-year period beginning January 1, 1992 and ending
December 31, 1996, and in the case of Mr. Rogers, for an additional five-year
period beginning January 1, 1997 and ending December 31, 2001. The Deferred
Compensation Agreements were assumed by Cinergy effective as of October 24,
1994.
In general, Mr. Randolph's Deferred Compensation Agreement provides that if
his employment terminates for any reason, other than death or disability, prior
to January 1, 1997, he will receive the total amount of his deferred income plus
interest. If Mr. Randolph's employment terminates on or after January 1, 1997,
he will receive an annual cash benefit of $179,000 payable for a 15-year period
beginning January 2001. Proportional benefits are payable to Mr. Randolph in the
event his employment is terminated for death or disability prior to January 1,
1997.
16
<PAGE>
In general, Mr. Rogers' Deferred Compensation Agreement provides that if his
employment terminates for any reason, other than death, prior to January 1,
1997, he will receive a lump sum cash payment equal to the total amount deferred
for the first five-year period described above plus interest. If Mr. Rogers'
employment terminates for any reason, other than death, on or after January 1,
1997, he will receive an annual cash benefit over a 15-year period beginning the
first January following termination of his employment, but in no event earlier
than January 2003 nor later than January 2010. The annual cash benefit amount
payable for such 15-year period ranges from $179,000 per year if payment begins
in January 2003, to $554,400 per year if payment commences in January 2010.
Comparable amounts are payable to Mr. Rogers in the event his employment is
terminated for disability prior to January 1, 1997 or if Mr. Rogers dies (i)
prior to January 1, 1997 while employed or disabled, or (ii) on or after January
1, 1997 but before commencement of payment of the 15-year payments described
above; provided, however, if Mr. Rogers becomes disabled prior to the completion
of the first award period, the amounts paid will be proportionately reduced
based on the ratio of the amount deferred to the date of disability to the total
amount that would have been deferred to the end of the first award period. In
addition, if Mr. Rogers' employment terminates for any reason, other than death
or disability, on or after January 1, 1997, but before January 1, 2002, he will
receive a lump sum cash payment equal to the total amount deferred during the
second five-year period described above plus interest. Additionally, if Mr.
Rogers' employment terminates for any reason, other than death or disability, on
or after January 1, 2002, he will receive an additional annual benefit for a
15-year period beginning the first January following termination of his
employment, but in no event earlier than January 2008 nor later than January
2010. The annual cash benefit amount payable for such period ranges from
$179,000 per year if payment begins in January 2008, to $247,000 per year if
payment begins in January 2010. Provided that Mr. Rogers is employed on January
1, 1997, comparable amounts are payable to Mr. Rogers in the event his
employment is terminated for disability prior to January 1, 2002 or if Mr.
Rogers dies (i) prior to January 1, 2002 while employed or disabled, or (ii) on
or after January 1, 2002 but before commencement of payment of benefits;
provided, however, if Mr. Rogers becomes disabled prior to the completion of the
second award period, his payments will be proportionately reduced in the same
manner as described above for disability during the first award period.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Schiff, Chairman of the Board of Cincinnati Financial Corporation,
serves on the Committee (as defined on page 6) and Mr. Randolph, Chairman of the
Board of Cinergy and its subsidiaries, including the Company, serves on the
board of directors of Cincinnati Financial Corporation.
17
<PAGE>
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The independent public accountants for Cinergy and its subsidiaries,
including the Company, for the year 1995 were Arthur Andersen LLP, with offices
both in Cincinnati, Ohio and Indianapolis, Indiana. Upon recommendation of the
Audit Committee of Cinergy's board of directors, such board employed on January
25, 1996 Arthur Andersen LLP as independent public accountants for Cinergy and
its subsidiaries, including the Company, for the year 1996. Representatives of
Arthur Andersen LLP are expected to be present at the Annual Meeting with the
opportunity to make a statement if they desire to do so, and will be available
to respond to appropriate questions.
PROPOSALS BY SHAREHOLDERS
In order to be considered for inclusion in the Company's Information
Statement for the 1997 Annual Meeting of Shareholders, proposals from
shareholders must be received by the Secretary of the Company at 1000 East Main
Street, Plainfield, Indiana 46168 not later than November 27, 1996.
By Order of the Board of Directors
CHERYL M. FOLEY
SECRETARY
Dated: March 27, 1996
18
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