As filed with the Securities and Exchange Commission on April 14, 1999
Registration No. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
PSI ENERGY, INC.
(Exact name of registrant as specified in its charter)
Indiana 4931 35-0594457
(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Classification Identification No.)
Code Number)
1000 East Main Street
Plainfield, Indiana 46168
(317) 839-9611
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Bradley C. Arnett, Esq.
Senior Counsel
PSI Energy, Inc.
221 East Fourth Street
Suite 2500
P.O. Box 960
Cincinnati, OH 45201-0960
(513) 421-9500
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
-----------------------
Copies to:
Charles S. Whitman, III, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
-----------------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: o
<TABLE>
CALCULATION OF REGISTRATION FEE
=================================================================================================================================
<S> <C> <C> <C> <C>
Title of Each Class Amount to be Proposed Maximum Aggregate Offering Amount of
of Securities to be Registered Registered Offering Price(1) Price(1) Registration Fee(2)
- ---------------------------------------------------------------------------------------------------------------------------------
6% Putable/Callable Notes due December 14, 2016 $50,000,000 100% $50,000,000 $13,900
Putable/Callable December 14, 2001.......
=================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee.
(2) Calculated pursuant to Rule 457.
-----------------------
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
================================================================================
<PAGE>
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Subject to Completion, dated , 1999
Prospectus
, 1999
PSI Energy, Inc.
Offer to Exchange
$50,000,000 6% Putable/Callable Notes due December 14, 2016
Putable/Callable December 14, 2001
which have been registered under the
Securities Act of 1933, as amended
for
All Outstanding 6% Putable/Callable Notes due December 14, 2016
Putable/Callable December 14, 2001
-----------------------
The Exchange Offer will expire at 5:00 P.M., New York City time, on
, 1999, unless extended.
-----------------------
Terms of the Exchange Offer:
o We will exchange all outstanding notes that are validly tendered and
not withdrawn prior to the expiration of the Exchange Offer.
o You may withdraw tenders of outstanding notes at any time prior to the
expiration of the Exchange Offer.
o The exchange of notes will not be a taxable exchange for United States
federal income tax purposes.
o We will not receive any proceeds from the Exchange Offer.
o The terms of the notes to be issued are substantially identical to the
outstanding notes, except for certain transfer restrictions,
registration rights and related additional interest provisions
relating to the outstanding notes.
-----------------------
The Securities and Exchange Commission and state securities regulators have not
approved or disapproved these securities, or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document that we file at the
Public Reference Room of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549. Information on the operation of the Public Reference Room may be obtained
by calling the SEC at 1-800- SEC-0330. You may also read our filings at the
regional offices of the SEC located at Citicorp, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661 and 7 World Trade Center, New York, New York 10048
or over the Internet at the SEC's home page at http://www.sec.gov.
This prospectus constitutes part of a registration statement on Form S-4
filed with the SEC under the Securities Act. It omits some of the information
contained in the registration statement, and reference is made to the
registration statement for further information on PSI Energy, Inc. and the New
Notes being offered. Any statement contained in this prospectus concerning the
provisions of any document filed as an exhibit to the registration statement or
otherwise filed with the SEC is not necessarily complete, and in each instance
reference is made to the copy of the document filed.
INCORPORATION OF DOCUMENTS BY REFERENCE
Our Annual Report on Form 10-K for the year ended December 31, 1998, filed
under the Exchange Act is incorporated into this prospectus by reference.
We also incorporate by reference any filings made with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
prospectus and before the termination of this Exchange Offer. You may request a
copy of these filings at no cost, by writing or telephoning the office of Mr.
William L. Sheafer, Vice President and Treasurer, PSI Energy, Inc., 139 East
Fourth Street, Cincinnati, Ohio 45202, telephone number (513) 421-9500.
2
<PAGE>
SUMMARY
This summary may not contain all the information that may be important to
you. You should read the entire prospectus, including the financial data and
related notes, before making an investment decision. Unless the context
indicates otherwise, the words "PSI", "we", "our", "ours", and "us" refer to PSI
Energy, Inc. and its subsidiaries and joint ventures, including unconsolidated
entities.
The Company
We are an electric public utility company incorporated in Indiana. We are
primarily engaged in the production, transmission, distribution, and sale of
electric energy in north central, central and southern Indiana. The area we
serve has an estimated population of 2.1 million people located in 69 of the
state's 92 counties, and includes the cities of Bloomington, Columbus, Kokomo,
Lafayette, New Albany and Terre Haute.
We are a wholly-owned subsidiary of Cinergy Corp., a registered holding
company under the Public Utility Holding Company Act of 1935.
Our principal executive offices are located at 1000 East Main Street,
Plainfield, Indiana 46168; our telephone number is (317) 839-9611.
3
<PAGE>
The Exchange Offer
Securities Offered........................ We are offering up to $50,000,000
aggregate principal amount of
6% Putable/Callable Notes due
December 14, 2016,
Putable/Callable December 14,
2001, which have been
registered under the
Securities Act ("New Notes").
The Exchange Offer........................ We are offering to issue the
New Notes in exchange for a
like principal amount of
outstanding 6%
Putable/Callable Notes due
December 14, 2016,
Putable/Callable December 14,
2001, issued by PSI on
December 14, 1998 ("Old
Notes"). We are offering to
issue the New Notes to satisfy
our obligations contained in
the registration rights
agreement entered into when
the Old Notes were sold in
transactions pursuant to Rule
144A under the Securities Act
and therefore not registered
with the SEC. For procedures
for tendering, see "The
Exchange Offer."
Tenders, Expiration Date, Withdrawal...... The Exchange Offer will expire
at 5:00 p.m. New York City
time on , 1999, unless
it is extended. If you decide
to exchange your Old Notes for
New Notes, you must
acknowledge that you are not
engaging in, and do not intend
to engage in, a distribution
of the New Notes. If you
decide to tender your Old
Notes under the Exchange
Offer, you may withdraw them
at any time before , 1999. If
we decide for any reason not
to accept any Old Notes for
exchange, your Old Notes will
be returned to you without
expense promptly after the
Exchange Offer expires.
Federal Income Tax Consequences........... Your exchange of Old Notes for
New Notes under the Exchange
Offer will not result in any
income, gain or loss to you
for Federal income tax
purposes. See United States
Federal Income Tax
Considerations."
Use of Proceeds........................... We will not receive any proceeds
from the issuance of the New
Notes under the Exchange
Offer.
Exchange Agent............................ Fifth Third Bank is the exchange
agent for the Exchange Offer.
4
<PAGE>
Consequences of Exchanging Notes Pursuant to the Exchange Offer
Based on interpretations contained in no-action letters issued from the
SEC's staff to third parties, we believe that New Notes issued in exchange for
Old Notes under the Exchange Offer may be offered for resale, resold or
otherwise transferred by you without registering the New Notes under the
Securities Act or delivering a prospectus:
o so long as you are not one of our "affiliates", as defined in Rule 405
of the Securities Act;
o so long as you acquire the New Notes in the ordinary course of your
business; and
o unless you are a broker-dealer, so long as you do not have any
arrangement with any person to participate in the distribution of the
New Notes.
Unless you are a broker-dealer, you must acknowledge that:
o you are not engaged in, and do not intend to engage in, a distribution
of the New Notes; and
o you have no arrangement or understanding to participate in a
distribution of the New Notes.
If you are an affiliate of PSI, or you are engaged in, intend to engage in
or have any arrangement or understanding with respect to, the distribution of
New Notes acquired in the Exchange Offer, you should not rely on our
interpretations of the position of the SEC's staff and must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction.
If you are a broker-dealer and receive New Notes for your own account under
the Exchange Offer:
o you must acknowledge that you will deliver a prospectus in connection
with any resale of such New Notes; and
o you may use this prospectus, as it may be amended or supplemented from
time to time, in connection with the resale of New Notes received in
exchange for Old Notes acquired by you as a result of market-making or
other trading activities.
For a period of 90 days after the expiration of the Exchange Offer, we will
make this prospectus available to any broker-dealer for use in connection with
any such resale.
You may offer or sell the New Notes in certain jurisdictions only if they
have been registered or qualified for sale there, or an exemption from
registration or qualification is available and is complied with. Subject to the
limitations specified in the registration rights agreement, we will register or
qualify the New Notes for offer or sale under the securities laws of any
jurisdictions upon your reasonable written request. Unless you request that the
sale of the New Notes be registered or qualified in a jurisdiction, we currently
do not intend to register or qualify the sale of the New Notes in any
jurisdiction. If you do not comply with the requirement described in this
paragraph, you could incur liability under the Securities Act, and we will not
indemnify you in such circumstances.
5
<PAGE>
The New Notes
The terms of the New Notes and the Old Notes are identical in all material
respects, except that the New Notes have been registered under the Securities
Act and some transfer restrictions, registration rights and related additional
interest provisions applicable to the Old Notes do not apply to the New Notes.
Issuer.................................. PSI will issue the New Notes
under an indenture, dated as of
November 15, 1996, as
supplemented by the Fifth
Supplemental Indenture dated as
of December 15, 1998, each
between PSI and Fifth Third Bank,
as trustee.
New Notes............................... $50,000,000 aggregate principal
amount of 6% Putable/Callable
Notes due December 14, 2016,
Putable/Callable December 14,
2001.
Ranking................................. The New Notes will rank pari
passu with all other unsecured
and unsubordinated indebtedness
of PSI.
Maturity Date........................... December 14, 2016.
Call and Put Option..................... On December 14, 2001, the holders
of the New Notes will be entitled
to receive 100% of the principal
amount of the New Notes from
either (i) the exercise by the
Callholder of the Call Option or
(ii) if the Callholder does not
exercise the Call Option or is
not required to or fails to pay
the Call Price to the Trustee
when required, the exercise by
the Trustee of the Put Option, on
behalf of the holders of the New
Notes. The Trustee will exercise
the Put Option without the
consent of the holders of the New
Notes if the Callholder does not
exercise the Call Option or fails
to or is not required to pay the
Call Price to the Trustee.
Coupon Reset Process.................... If the Callholder elects to
purchase the New Notes by
exercising the Call Option, the
Calculation Agent will reset the
interest rate effective on the
Coupon Reset Date. The New Notes
will be purchased by the
Callholder, in whole but not in
part on the Coupon Reset Date, at
100% of the principal amount of
the New Notes, with interest to
the Coupon Reset Date payable by
PSI to the holders of the New
Notes. On and after the Coupon
Reset Date, the New Notes will
bear interest to the Final
Maturity Date at a rate
determined by the Calculation
Agent in the coupon reset process
(See "Description of New Notes--
Coupon Reset Process.")
If the Trustee is required to
exercise the Put Option for and
on behalf of the holders of the
New Notes, upon such exercise,
PSI will be required on the
Coupon Reset Date to repurchase
the New Notes from the holders of
the New Notes at 100% of the
principal amount of the New Notes
plus accrued and unpaid interest
to the Coupon Reset Date.
6
<PAGE>
Interest Payment Dates.................. June 14 and December 14,
commencing June 14, 1999.
Sinking Fund............................ None.
Record Date............................. The Business Day immediately
preceding each Interest Payment
Date.
Optional Redemption..................... We have the right to redeem the
New Notes, in whole or in part,
from time to time and at any
time, upon not less than 30 days'
notice to the holders of the New
Notes, at a redemption price
equal to the sum of:
(A) the greater of (i) 100% of
the principal amount of the
New Notes to be redeemed or
(ii) the sum of the present
values of the Remaining
Scheduled Payments discounted
to the date of redemption on
a semi-annual basis (assuming
a 360-day year consisting of
twelve 30-day months) at the
Make Whole Treasury Rate plus
20 basis points less the
Applicable Accrued Interest
Amount; and
(B) the Applicable Accrued
Interest Amount.
See "Description of New Notes--
Optional Redemption."
Trustee................................. Fifth Third Bank.
Events of Default....................... Each of the following will
constitute an event of default
under the Indenture with respect
to the New Notes:
o failure to pay principal of or
any premium on any New Note
when due;
o failure to pay any interest on
any New Note when due, if such
failure continues for a period
of 30 days;
o failure to perform any other
covenant of PSI in the
Indenture, if such failure
continues for 90 days after
written notice has been given
by the Trustee or the holders
of at least 35% in principal
amount of the New Notes, as
provided in the Indenture; and
o certain events of bankruptcy,
insolvency or reorganization.
See "Description of New Notes--
Events of Default."
Use of Proceeds......................... We will not receive any proceeds
from the issuance of the New
Notes.
7
<PAGE>
Selected Income Information
The following tables show selected financial information of PSI. This
information is derived from our historical results. See "Where You Can Find More
Information". All amounts are in thousands except the ratio.
<TABLE>
Year Ended December 31,
-------------------------------------------
1998(1) 1997 1996
------------- ------------- -------------
(Thousands)
<S> <C> <C> <C>
Operating Revenues.......................... $ 2,403,038 $ 1,960,395 $ 1,331,962
Operating Income............................ 161,244 289,415 278,956
Net Income.................................. 52,038 132,205 125,678
Preferred Dividend Requirement.............. 5,659 11,701 12,537
--------- --------- ---------
Net Income Applicable to Common Stock....... $ 46,379 $ 120,504 $ 113,141
========= ========= =========
</TABLE>
- -------------------
Notes:
(1) The period reflects charges against income relating to:
o a one-time charge of $80 million (before taxes) reflecting the
implementation of a 1989 settlement of a dispute with the Wabash
Valley Power Association, Inc. that resulted from the cancellation of
the Marble Hill nuclear power station in 1984; and
o the recording of $62 million (before taxes) of unrealized losses
related to energy marketing and trading operations.
For additional information, reference is made to PSI's Annual Report on
Form 10-K for the year ended December 31, 1998, which is incorporated in
this prospectus by reference.
8
<PAGE>
Capitalization
As of December 31, 1998
------------------------------
Amount % of
(in thousands) Capitalization
-------------- --------------
Long-term debt................................ $ 1,025,659 49.4%
Cumulative preferred stock not subject to
mandatory redemption........................ 71,923 3.5%
Common Stock Equity........................... 975,648 47.1%
------------ -----
Total Capitalization....................... $ 2,073,230 100.0%
============ =====
Ratio of Earnings to Fixed Charges
Listed below is the ratio of earnings to fixed charges for each year
of the five year period ended December 31, 1998.
Year Ended December 31,
--------------------------------------------------------
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
1.78 3.31 3.35 3.55 2.52
For the purpose of computing the ratio of earnings to fixed charges,
earnings consist of pretax income from continuing operations plus fixed charges.
Fixed charges consist of:
o interest expense;
o amortized premiums, discounts and capitalized expenses related to
indebtedness; and
o an estimate of the interest within rental expense.
9
<PAGE>
USE OF PROCEEDS
We will not receive any cash proceeds from the issuance of the New Notes
offered under this prospectus. New Notes will be exchanged for Old Notes as
described in this prospectus on our receipt of Old Notes in like principal
amount. The Old Notes surrendered in exchange for the New Notes will be retired
and cancelled. Accordingly, the issuance of the New Notes will not result in any
change in our indebtedness.
10
<PAGE>
DESCRIPTION OF NEW NOTES
General
The Old Notes were, and the New Notes will be, issued under an indenture,
dated as of November 15, 1996 (the "Base Indenture"), as supplemented by a Fifth
Supplemental Indenture (the "Supplemental Indenture"), dated as of December 15,
1998 (as so supplemented, the "Indenture"), between PSI and Fifth Third Bank, as
trustee (the "Trustee"). Because this is a summary it does not contain all the
information that may be important to you. You should read the entire Indenture,
including the definitions in the Indenture of some of the terms used below. We
have filed a copy of the Base Indenture and Supplemental Indenture as exhibits
to the registration statement which includes this prospectus.
The terms of the New Notes are identical in all material respects to the
terms of the Old Notes, except for the removal of certain transfer restrictions,
registration rights and related additional interest provisions applicable to the
Old Notes. The New Notes will be general unsecured obligations of PSI and will
rank pari passu with all of our other unsecured and unsubordinated obligations.
The Indenture permits us to incur additional indebtedness.
We will issue New Notes with an aggregate principal amount of up to
$50,000,000. The New Notes will mature on December 14, 2016 (the "Final Maturity
Date"). On December 14, 2001 (the "Coupon Reset Date"), the holders of the New
Notes will be entitled to receive 100% of the principal amount from either the
exercise by the Callholder (defined below) of the Call Option (defined below) or
the exercise by the Trustee of the Put Option (defined below) in the event the
Call Option is not exercised by the Callholder.
The New Notes will bear interest at the rate of 6% per annum from the date
of issuance to the Coupon Reset Date. If the Callholder exercises the Call
Option, the New Notes will be purchased by the Callholder in whole but not in
part on the Coupon Reset Date, at 100% of the principal amount of the New Notes,
on the terms and conditions described in this prospectus. Interest to the Coupon
Reset Date will be paid by us to the holders of the New Notes. On and after the
Coupon Reset Date, the New Notes will bear interest to the Final Maturity Date
at the rate determined by the Calculation Agent (defined below) pursuant to the
Coupon Reset Process described below. If the Callholder does not exercise the
Call Option or is not required to or fails to pay the Call Price (defined below)
to the Trustee when required, the Trustee will be required to exercise the Put
Option on behalf of the holders of the New Notes. Upon the exercise of the Put
Option, we will be required on the Coupon Reset Date to repurchase the New Notes
from the holders of the New Notes at 100% of the principal amount of the New
Notes plus accrued and unpaid interest to the Coupon Reset Date.
We will pay interest on the New Notes semi-annually on June 14 and December
14 in each year (each, an "Interest Payment Date"), beginning June 14, 1999, to
registered holders of record on the Business Day immediately preceding such
Interest Payment Date. A "Business Day" means any day other than a Saturday, a
Sunday or a day on which banking institutions in the City of New York are
authorized or obligated to close.
We will issue the New Notes only in fully registered book-entry form,
without coupons. We will issue the New Notes in denominations of $100,000 and
any integral multiple of $1,000 above that amount. We may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection with any registration of transfer or exchange of the New Notes but no
service charge will be made. The New Notes will be represented by one or more
global notes registered in the name of a nominee of DTC (defined below). The New
Notes will not be issuable in certificated form except as set out under
"Book-Entry; Delivery and Form" described below.
Call Option
Under the terms of the Indenture and the New Notes, UBS AG, London Branch,
or its assignee (the "Callholder") will have the right to purchase the New Notes
in whole but not in part on the Coupon Reset Date (the "Call Option"), at a
price equal to 100% of the principal amount of the New Notes (the "Call Price"),
by giving notice to PSI and the Trustee (the "Call Notice").
11
<PAGE>
The Call Notice must be given to PSI and the Trustee contemporaneously, in
writing and no later than fifteen calendar days before the Coupon Reset Date.
If the Call Option is exercised:
o the Callholder must deliver an amount equal to the Call Price in U.S.
Dollars in immediately available funds to the Trustee for payment of
the Call Price on the Coupon Reset Date, not later than 2:00 pm New
York time on the Business Day before the Coupon Reset Date; and
o the holders of the New Notes must deliver the New Notes to the
Callholder against payment of the Call Price on the Coupon Reset Date
through the facilities of DTC. (Section 301 of the Supplemental
Indenture).
If the Callholder elects to exercise the Call Option, the obligation of the
Callholder to pay the Call Price is subject to the following conditions
precedent:
o there is no Event of Default (defined below) under the Indenture with
respect to the New Notes;
o there is no event of default under any senior indebtedness of PSI
other than the New Notes which would result in such senior
indebtedness becoming immediately due and payable under the documents
relating to such senior indebtedness;
o there is no payment default under documents relating to senior
indebtedness after giving effect to any applicable notice requirement
or grace period;
o there is no Market Disruption Event (defined below);
o at least one dealer has provided a timely Bid (defined below);
o there is no legal defeasance or covenant defeasance of the New Notes;
and
o none of the New Notes have been purchased by PSI.
The holder of the New Notes will not have any rights or claims against the
Callholder as a result of the Callholder electing to purchase or not purchase
the New Notes.
Put Option
If the Call Option has not been exercised, or if the Callholder is not
required or fails to deliver the Call Price to the Trustee by 2:00 pm New York
time on the Business Day before the Coupon Reset Date, the Trustee will be
required for and on behalf of the holders of the New Notes, to exercise the
option to put the New Notes to us (the "Put Option").
Upon exercise of the Put Option:
o PSI must purchase all of the New Notes on the Coupon Reset Date at a
purchase price equal to 100% of the principal amount of the New Notes
together with accrued and unpaid interest to the Coupon Reset Date
(the "Put Redemption Price");
o PSI must deliver the Put Redemption Price to the Trustee, by no later
than 12:00 noon New York time on the Coupon Reset Date; and
o the holder of the New Notes must deliver the New Notes to PSI against
payment of the Put Redemption Price on the Coupon Reset Date through
the facilities of DTC.
12
<PAGE>
The holders of the New Notes do not have a right to consent or object to
the Trustee's duty to exercise the Put Option. (Section 302 of the Supplemental
Indenture)
Coupon Reset Process
Warburg Dillon Read LLC has been appointed the "Calculation Agent" for the
New Notes under the Indenture.
If the Callholder has exercised the Call Option, PSI and the Calculation
Agent will use reasonable efforts to cause the actions contemplated below to be
completed in as timely a manner as possible, to determine the interest rate to
be paid on the New Notes from and including the Coupon Reset Date to the Final
Maturity Date (Section 303 and 304 of the Supplemental Indenture):
o We will provide the Calculation Agent with a dealer list, no later
than seven Business days before the Coupon Reset Date, containing the
names and addresses of up to five dealers, one of which will be
Warburg Dillon Read LLC, from whom the Calculation Agent will obtain
Bids for the purchase of the New Notes. A "Bid" is an irrevocable
written offer given by such dealer for the purchase of the New Notes,
to be settled on the Coupon Reset Date, and quoted as a stated yield
to maturity on the New Notes (the "Yield to Maturity").
o Within one Business Day after the Calculation Agent receives the
dealer list, the Calculation Agent will provide to each dealer on the
dealer list a copy of this prospectus, a copy of the form of the New
Notes, a written request that each dealer submit a Bid to the
Calculation Agent by 12:00 noon, New York City time (the "Bid
Deadline"), on the third Business Day before the Coupon Reset Date
(the "Bid Date"), and an estimate of the purchase price, to be stated
in U.S. Dollar amount, to be paid for the Notes (the "Purchase
Price").
o The Purchase Price is equal to the sum of the aggregate principal
amount of the New Notes and a premium (the "Notes Premium") equal to
the excess, if any, on the Coupon Reset Date of the discounted present
value to the Coupon Reset Date of a bond with a maturity of the Final
Maturity Date which has an interest rate of 5.98%, semi-annual
interest payments on each June 14 and on December 14 commencing June
14, 2002, a principal amount of $50,000,000, which is discounted at a
rate equal to the Treasury Rate, over, $50,000,000. The term "Treasury
Rate" means the per annum rate equal to the offer side yield to
maturity of the current on-the-run 10-year United States Treasury
Security appearing on Telerate page 500 at 11:00 a.m. New York time on
the Bid Date (or such other date or time that may be agreed upon by
PSI and the Calculation Agent) or, if at such time or date such rate
does not appear on Telerate page 500, the rate appearing on GovPx End-
of-Day Pricing at 3:00 pm on the Bid Date.
o Immediately after receiving the Bids on the Bid Date, the Calculation
Agent will provide to us written notice stating the names of the
dealers from whom the Calculation Agent received the Bids, the Bid
submitted by each dealer and the Purchase Price. On the day that the
Bids are received by the Calculation Agent, the Calculation Agent will
select the Bid with the lowest Yield to Maturity (the "Selected Bid")
from the Bids received by the Bid Deadline subject to the following:
- there is at least one Bid which is properly received in a timely
manner, which establishes the Coupon Reset Rate (the "Coupon
Reset Rate") equal to the interest rate which would amortize the
Notes Premium fully over the remaining term of the New Notes at
the Yield to Maturity indicated by the Selected Bid; and
- if any two or more of the lowest Bids submitted are equivalent,
we are entitled, in our sole discretion, to select any of the
equivalent Bids to be the Selected Bid.
o Immediately after calculating the Coupon Reset Rate, the Calculation
Agent will provide a written notice to PSI and the Trustee confirming
the Coupon Reset Rate. After receiving the written notice, we will
establish
13
<PAGE>
the Coupon Reset Rate as the new interest rate on the New Notes,
effective from and including the Coupon Reset Date to, but not
including, the Final Maturity Date. We will deliver to the Trustee on
or before the Coupon Reset Date, an officer's certificate setting out
the Coupon Reset Date.
o The Callholder will sell the New Notes to the dealer who made the
Selected Bid, at the Purchase Price. This sale will be settled on the
Coupon Reset Date in immediately available funds.
Termination of Call Option
The Call Option will automatically terminate, or terminate at the option of
the Callholder in certain circumstances, and the Trustee will exercise the Put
Option on behalf of the holders of the New Notes, if:
o there is an Event of Default with respect to the New Notes;
o there is an event of default under any senior indebtedness of PSI
other than the New Notes which would result in such senior
indebtedness becoming immediately due and payable under documents
relating to such senior indebtedness, or there is a payment default
under documents relating to such senior indebtedness after giving
effect to any applicable notice requirement or grace period;
o a Market Disruption Event (defined below) occurs after the Call Notice
is given;
o after the Call Notice is given, no dealer has provided a Bid in a
timely manner;
o there is a legal or covenant defeasance of the New Notes; or
o we have purchased or redeemed any New Notes.
"Market Disruption Event" means any of the following events in the
reasonable judgment of the Calculation Agent and PSI:
o there is a suspension or material limitation in trading in securities
generally on the New York Stock Exchange or minimum prices are
established on that exchange;
o there is a general moratorium on commercial banking activities
declared by either U.S. federal or New York state authorities;
o there is a material adverse change in the existing financial,
political or economic conditions in the United States;
o there is an outbreak or escalation of major hostilities involving the
United States or a declaration of a national emergency or war by the
United States; or
o there is a material disruption of the U.S. government securities
market, U.S. corporate bond market, or U.S. federal wire system.
Calculation Agent
The Calculation Agent may:
o resign at any time, the resignation to be effective ten Business Days
after a written notice of resignation is delivered to PSI and the
Trustee;
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o in its individual capacity, buy, sell, hold and deal in the New Notes
and may exercise any vote or join in any action to which any holder of
the New Notes may be entitled, as if it were not the Calculation
Agent; and
o in its individual capacity, engage in any transaction with us as if it
were not the Calculation Agent.
If the Calculation Agent resigns, we will appoint a successor Calculation
Agent.
Optional Redemption
The New Notes will be redeemable by us, in whole but not in part, from time
to time and at any time (such redemption, an "Optional Redemption", and the date
of such redemption, the "Optional Redemption Date") at a redemption price equal
to the sum of:
o the greater of (i) 100% of the principal amount of the New Notes to be
redeemed or (ii) the sum of the present values of the Remaining
Scheduled Payments discounted to the Optional Redemption Date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Make Whole Treasury Rate plus 20 basis points, less the
Applicable Accrued Interest Amount; and
o the Applicable Accrued Interest Amount.
"Applicable Accrued Interest Amount" means, at the Optional Redemption
Date, the amount of interest accrued and unpaid from the prior interest payment
date to the Optional Redemption Date on the New Notes subject to the Optional
Redemption determined at the rate per annum shown in the title of the New Notes,
computed on the basis of a 360-day year twelve 30-day months.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Independent Investment Banker as having a maturity that would be
utilized, at the times of selection, and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the New Notes to be redeemed pursuant to the
Optional Redemption.
"Comparable Treasury Price" means the average of the Reference Treasury
Dealer Quotations for the Optional Redemption Date.
"Independent Investment Banker" means one of the Reference Treasury Dealers
appointed by the Trustee after consultation with us.
"Make Whole Treasury Rate" means the rate per annum equal to the semiannual
equivalent yield to maturity of the Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for the Optional Redemption Date.
"Reference Treasury Dealer" means a primary U.S. Government securities
dealer in New York City.
"Reference Treasury Dealer Quotations" means the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m. New York
City time, on the third Business Day preceding a redemption date.
"Remaining Scheduled Payments" means the remaining scheduled payments of
the principal and interest of any New Note to be redeemed that would be due
after the Optional Redemption Date but for the Optional Redemption.
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Consolidation, Merger, and Sale of Assets
The Indenture does not contain any covenant that restricts our ability to
merge or consolidate with or into any other corporation, sell or convey all or
substantially all of our assets to any person, firm or corporation or otherwise
engage in restructuring transactions, provided that the successor entity assumes
due and punctual payment of principal or premium, if any, and interest on the
New Notes.
Events of Default
Each of the following will constitute an Event of Default under the
Indenture with respect to the New Notes:
o failure to pay principal of or any premium on any New Note when due;
o failure to pay any interest on the New Notes when due, if continued
for 30 days;
o failure to perform any other covenant of PSI in the Indenture, if
continued for 90 days after written notice has been given by the
Trustee or the holders of at least 35% in principal amount of the New
Notes as provided in the Indenture; and
o certain events of bankruptcy, insolvency or reorganization.
If an Event of Default (other than a bankruptcy, insolvency or
reorganization Event of Default) at the time outstanding occurs and is
continuing, either the Trustee or the holders of at least 35% in aggregate
principal amount of the New Notes by notice as provided in the Indenture may
declare the principal amount of the New Notes to be due and payable immediately.
If a bankruptcy, insolvency or reorganization Event of Default with respect to
the New Notes at the time outstanding occurs, the principal amount of all the
New Notes will automatically, and without any action by the Trustee or any
holder of the New Notes, become immediately due and payable. After any
acceleration described above, but before a judgment or decree based on
acceleration, the holders of the New Notes of a majority in aggregate principal
amount of the outstanding New Notes may, under some circumstances, rescind and
annul that acceleration if all Events of Default, other than the non-payment of
accelerated principal, have been cured or waived as provided in the Indenture.
For information as to waiver of defaults, see "Modification and Waiver."
If an Event of Default occurs and is continuing, the Trustee will be under
no obligation to exercise any of its rights or powers under the Indenture at the
request or direction of any of the holders of the New Notes, unless those
holders have offered to the Trustee reasonably satisfactory indemnity, and
unless the provisions in the Indenture relating to the Trustee's duties provide
otherwise. The holders of a majority in principal amount of the outstanding New
Notes will have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee, with respect to the New Notes. Such right is
subject to provisions for indemnification of the Trustee.
A holder of a New Note will not have any right to institute any proceeding
relating to the Indenture, or for the appointment of a receiver or a trustee, or
for any other remedy under the Indenture, unless:
o that holder has previously given to the Trustee written notice of a
continuing Event of Default;
o the holders of at least 35% in aggregate principal amount of the
outstanding New Notes have made written request, and those holders
have offered reasonably satisfactory indemnity, to the Trustee, to
institute the proceeding as trustee; and
o the Trustee has failed to institute the proceedings, and has not
received from the holders of a majority in aggregate principal amount
of the outstanding New Notes a direction inconsistent with the above
request, within 60 days after the notice, request and offer.
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The above limitations do not apply to a suit instituted by a holder of a
New Note for the enforcement of payment of the principal of or any premium or
interest on the New Note on or after the applicable due date specified in the
New Note.
We are required to furnish to the Trustee annually a statement by some of
our officers as to whether or not we are, to our knowledge, in default in the
performance or observance of any of the terms, provisions and conditions of the
Indenture and, if so, specifying all those known defaults.
Modification and Waiver
The Indenture may be modified and amended by PSI and the Trustee with the
consent of the holders of not less than a majority in aggregate principal amount
of the outstanding New Notes affected by that modification or amendment.
However, no amendment or modification may, without the consent of the holder of
each outstanding New Note affected by that amendment or modification:
o change the stated maturity of the principal of, or any installment of
principal of or interest on, any New Note;
o reduce the principal amount of, or any premium or interest on, any New
Note;
o reduce the amount of principal of an original issue discount security
or any other New Note payable upon acceleration of the maturity of the
security or note;
o change the place or currency of payment of principal of, or any
premium or interest on, any New Note;
o impair the right to institute suit for the enforcement of any payment
on or with respect to any New Note; or
o reduce the percentage in principal amount of outstanding New Notes,
the consent of whose holders is required to modify or amend the
Indenture, reduce the percentage in principal amount of outstanding
New Notes necessary for waiver of compliance with some provisions of
the Indenture or for waiver of some defaults or modify the provisions
relating to modification and waiver.
The Indenture may not be modified, amended or waived without the
Callholder's prior written consent, if the modification, amendment or waiver
would materially adversely affects the Callholder's interest.
The holders of not less than a majority in aggregate principal amount of
the outstanding New Notes may waive our compliance with some restrictive
provisions of the Indenture. The holders of a majority in principal amount of
the outstanding New Notes may waive any past default under the Indenture other
than a default in the payment of principal, premium, or interest and certain
covenants and provisions of the Indenture, which cannot be amended without the
consent of the holder of each outstanding New Note affected.
We will be entitled to set any day as a record day for the purpose of
determining the holders of outstanding New Notes entitled to give or take any
direction, notice, consent, waiver or other action under the Indenture, in the
manner and subject to the limitations provided in the Indenture. However, in
limited circumstances, the Trustee will be entitled to set a record date for
action by holders of New Notes. If a record date is set for any action to be
taken by those holders, that action may be taken only by persons who are holders
of outstanding New Notes on the record date. To be effective, the action must be
taken by holders of the requisite principal amount of the New Notes within a
specified period following the record date. For any particular record date, this
period will be 180 days or other shorter period as we, or the Trustee, as the
case may be, may specify, and may be shortened or lengthened (but not beyond 180
days) from time to time.
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Defeasance and Discharge
The Indenture provides that we will be discharged from all our obligations
with respect to the New Notes when we deposit money or U.S. government
obligations, or both, in trust for the benefit of the holders of the New Notes.
The payment of principal and interest under the terms of the U.S. government
obligations will provide money in an amount sufficient to pay the principal of
and any premium and interest on the New Notes, on the stated maturity according
to the terms of the Indenture and the New Notes. However, we will not be
discharged from obligations to:
o exchange or register the transfer of the New Notes;
o replace stolen, lost or mutilated New Notes;
o maintain paying agencies; or
o hold moneys for payment in trust.
The defeasance and discharge described above may only occur if, among other
things, either:
o we have delivered to the Trustee an opinion of counsel, or we have
received a ruling from, or there has been published by, the United
States Internal Revenue Service, which effectively states that holders
of the New Notes will not recognize gain or loss for federal income
tax purposes as a result of a deposit, defeasance or discharge
described above; or
o there has been a change in tax law effectively providing that holders
of the New Notes will not recognize gain or loss for federal income
tax purposes as a result of a deposit, defeasance or discharge
described above.
Book Entry; Delivery and Form
Global Securities. The certificates representing the New Notes will be
issued in fully registered, global form without interest coupons (the "Global
New Note"). The Global New Note will be deposited with, or on behalf of, The
Depository Trust Company ("DTC"), and initially registered in the name of Cede &
Co., as nominee for DTC.
Except as described below, the Global New Notes may be transferred, in
whole and not in part, only to another nominee of DTC or to a successor of DTC
or its nominee. Beneficial interests in the Global New Notes may not be
exchanged for New Notes in certificated form except in the limited circumstances
described below. See "Exchange of Book-Entry Notes for Certificated Notes."
Transfer of beneficial interests in the Global New Notes will be subject to the
applicable rules and procedures of DTC and its direct or indirect participants,
which may change from time to time.
Depository Procedures. DTC has advised us that DTC is a limited-purpose
trust company created to hold securities for its participating organizations
(collectively, the "Participants") and to facilitate the clearance and
settlement of transactions in those securities between Participants through
electronic book-entry charges in accounts of its Participants. The Participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and some other organizations. Access to DTC's system is also
available to other entities such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a Participant,
either directly or indirectly (collectively, the "Indirect Participants").
Persons who are not Participants may beneficially own securities held by or on
behalf of DTC only through the Participants or the Indirect Participants. The
ownership interest and transfer of ownership interest of each actual purchaser
of each security held by or on behalf of DTC are recorded on the records of the
Participants and Indirect Participants.
DTC has also advised us that:
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o upon deposit of the Global New Notes, DTC will credit the accounts of
Participants with portions of the principal amount of the Global New
Notes; and
o ownership of such interests in the Global New Notes will be shown on,
and the transfer of ownership of such interests will be affected only
through, records maintained by DTC (with respect to the Participants)
or by the Participants and the Indirect Participants (with respect to
other owners of beneficial interests in the Global New Notes).
The laws of some states require that some persons take physical delivery in
definitive form of securities that they own. Consequently, the ability of such
persons to transfer beneficial interests in a Global New Note may be limited to
that extent. Because DTC can act only on behalf of Participants, which in turn
act on behalf of Indirect Participants and some banks, the ability of a person
having beneficial interests in a Global New Note to pledge such interests to
persons or entities that do not participate in the DTC system, or otherwise take
actions in respect of such interests, may be affected by the lack of a physical
certificate evidencing such interests. For certain other restrictions on the
transferability of the New Notes, see "Exchange of Book-Entry Notes for
Certificated Notes." Except as described below, owners of interests in the
Global New Notes will not have New Notes registered in their names, will not
receive physical delivery of New Notes in certificated form and will not be
considered the registered owners or holders of the New Notes under the Indenture
for any purpose.
Payments of the principal of and any premium and interest on a Global New
Note registered in the name of DTC or its nominee will be payable to DTC or its
nominee in its capacity as the registered holder under the Indenture. Under the
terms of the Indenture, PSI and the Trustee will treat the persons in whose
names the New Notes, including the Global New Notes, are registered as the
owners of the New Notes for the purpose of receiving those payments and for any
and all other purposes. Consequently, neither PSI, the Trustee nor any agent of
PSI or the Trustee has or will have any responsibility or liability for:
o any aspect of DTC's records or any Participant's or Indirect
Participant's records relating to or payments made on account of
beneficial ownership interests in the Global New Notes, or for
maintaining, supervising or reviewing any of DTC's records or any
Participant's or Indirect Participant's records relating to the
beneficial ownership interests in the Global New Notes; or
o any other matter relating to the actions and practices of DTC or any
of its Participants or Indirect Participants.
DTC has advised us that its current practice, upon receipt of any payment
for securities such as the New Notes, is to credit the accounts of the relevant
Participants with the payment on the payment date, in amounts proportionate to
their respective holdings in principal amount of beneficial interests in the
relevant security as shown on the records of DTC unless DTC has reason to
believe it will not receive payment on such payment date. Payments by the
Participants and the Indirect Participants to the beneficial owners of New Notes
will be governed by standing instructions and customary practices and will not
be the responsibility of DTC, the Trustee or PSI. Neither PSI nor the Trustee
will be liable for any delay by DTC or any of its Participants in identifying
the beneficial owners of the New Notes, and PSI and the Trustee may conclusively
rely on and will be protected in relying on instructions from DTC or its nominee
as the registered owner of the New Notes for all purposes.
Interests in the Global New Notes will trade in DTC's same-day funds
settlement system, and secondary market trading activity in those interests will
therefore settle in immediately available funds, subject to the rules and
procedures of DTC and its participants. Transfers between Participants in DTC
will be effected according to DTC's procedures, and will be settled in same-day
funds.
DTC has advised us that it will take any action permitted to be taken by a
holder of New Notes only at the direction of one or more Participants to whose
account with DTC interests in the Global New Notes are credited and only for
that portion of the aggregate principal amount of the New Notes as to which the
Participant or Participants has
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or have given that direction. However, if there is an Event of Default, DTC
reserves the right to exchange the Global New Notes for New Notes in
certificated form, and to distribute the New Notes to its Participants.
The information in this section concerning DTC and its book-entry system
has been obtained from sources that we believe to be reliable, but we take no
responsibility for the accuracy of this information. Although DTC has agreed to
the above procedures to facilitate transfers of interests in the Global New
Notes among participants in DTC, it is under no obligation to perform or to
continue to perform those procedures, and those procedures may be discontinued
at any time. Neither PSI nor the Trustee will have any responsibility for the
performance by DTC, or its respective participants or indirect participants of
their respective obligations under the rules and procedures governing their
operations.
Exchange of Book-Entry Notes for Certificated New Notes. If DTC is at any
time unwilling or unable to continue as depositary and a successor depositary is
not appointed by PSI within 90 days, PSI will issue individual, fully
registered, definitive New Notes ("Definitive New Notes") in exchange for the
Global New Note or New Notes representing those Definitive New Notes. Upon the
exchange of a Global New Note for individual New Notes, the Global New Note will
be cancelled by the Trustee and the Definitive New Notes will be registered in
the names and in the authorized denominations as DTC, according to instructions
from its Participants, any Indirect Participants or otherwise, will instruct the
Trustee. The Trustee will deliver the New Notes to the persons in whose names
the New Notes are so registered and will recognize the holders of the New Notes
as noteholders.
Title
PSI, the Trustee, and any agent of PSI or the Trustee may treat the person
in whose name a New Note is registered as the absolute owner of the New Note
(whether or not that New Note may be overdue) for the purpose of making payment
and for all other purposes.
Governing Law
The Indenture and the New Notes will be governed by, and construed in
accordance with, the laws of the State of New York.
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THE EXCHANGE OFFER
Pursuant to a registration rights agreement among PSI and Warburg Dillon
Read LLC, we agreed to use our best efforts, at our cost, to file and cause to
become effective a registration statement for a registered offer (the "Exchange
Offer") to exchange the Old Notes for an issue of unsubordinated notes of PSI
(the "New Notes") with terms identical to the Old Notes. However, the New Notes
will not bear legends restricting the transfer of the New Notes. When the
registration statement is declared effective, we will offer the New Notes in
return for surrender of the Old Notes. The offer will remain open for not less
than 20 business days after the date the notice of the Exchange Offer is mailed
to holders of the Old Notes. For each Old Note surrendered to us, the holder of
the Old Note will receive a New Note of equal principal amount.
Interest on each New Note will accrue from the last Interest Payment Date
on which interest was paid on the Old Notes so surrendered or, if no interest
has been paid on such Old Notes, from the original date of original issue of the
Old Notes.
The registration rights agreement also provides that in the event that
applicable interpretations of the staff of the SEC do not permit us to effect
the Exchange Offer, or under some other circumstances, we will, at our cost, use
our best efforts to cause to become effective a shelf registration statement for
the resales of the Old Notes and to keep such shelf registration statement
effective until the expiration of the time period referred to in Rule 144(k)
under the Securities Act after the original date of original issue of the Old
Notes, or a shorter period that will terminate when all the Old Notes covered by
the shelf registration statement have been sold.
We will, in the case of a shelf registration, provide to each holder of the
Old Notes copies of the offering memorandum, notify each of them when the shelf
registration statement for the Old Notes has become effective and take other
actions that are required to permit resales of the Old Notes.
In the case of a shelf registration, a holder of the Old Notes that sells
its notes will generally be required to be:
o named as a selling security holder in the prospectus relating to the
shelf registration and to deliver a prospectus to purchasers;
o subject to some of the civil liability provisions under the Securities
Act applicable to sales of the notes; and
o bound by the provisions of the registration rights agreement that are
applicable to a holder of notes, including some indemnification
obligations.
The registration statement provides that the annual interest rate borne by
the Old Notes will be increased by .25% per annum until the date of filing or
effectiveness of a registration statement or a shelf registration statement, as
the case may be, if:
o the registration statement for the Exchange Offer is not filed with
the SEC on or before the date that is 120 days after the original date
of the original issue of the Old Notes;
o the registration statement for the Exchange Offer is not declared
effective on or before the date that is 180 days after the original
date of original issue of the Old Notes; or
o a shelf registration statement is not declared effective when
required.
Once a registration statement is filed or a registration statement or a
shelf registration statement, as the case may be, becomes effective, the above
additional interest will cease to accrue from the filing date or the effective
date, as the case may be. However, if, after the date the additional interest
ceases to accrue, an event different from those specified above occurs,
additional interest may again commence accruing in the manner described in the
above paragraph.
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We are entitled to close the Exchange Offer 20 business days after the
commencement of the Exchange Offer provided that we have accepted all Old Notes
validly surrendered according to the terms of the Exchange Offer. Old Notes not
tendered in the Exchange Offer will bear interest at the rate in effect at the
time of issuance of the Old Notes and will be subject to all of the terms and
conditions specified in the Indenture and to the transfer restrictions in effect
at the time of issuance of the Old Notes.
This summary of the provisions of the registration rights agreement is
qualified in its entirety by reference to all the provisions of the registration
rights agreement. A copy of the registration rights agreement is available from
us upon request.
Terms of the Exchange Offer; Period for Tendering Old Notes
Upon the terms and conditions in this prospectus and the letter of
transmittal (the "Letter of Transmittal"), we will:
o accept for exchange Old Notes which are properly tendered on or before
the Expiration Date and not withdrawn as permitted below; and
o keep the Exchange Offer open for not less than 20 business days (or
longer if required by applicable law) after the date notice of the
Exchange Offer is mailed to the holders of the Old Notes.
"Expiration Date" means 5:00 p.m., New York City time, on , 1999. If the
period of time for which the Exchange Offer is open is extended in our sole
discretion, the term "Expiration Date" means the latest time and date to which
the Exchange Offer is extended.
On the date of this prospectus, $50,000,000 in aggregate principal amount
of the Old Notes were outstanding. The Exchange Offer is not conditioned upon
any minimum principal amount of Old Notes being tendered. This prospectus,
together with the Letter of Transmittal, is first being sent on or about the
date set out on the cover page, to all holders of Old Notes, at the addresses
listed in the security register of the Old Notes maintained by the Trustee.
We expressly reserve the right:
o at any time or from time to time, to extend the period of time during
which the Exchange Offer is open, and therefore to delay acceptance of
any Old Note; and
o to amend or terminate the Exchange Offer, and not to accept for
exchange any Old Notes not accepted for exchange, if any of the
conditions to the Exchange Offer specified under "Conditions to the
Exchange Offer", occurs.
We will give oral or written notice of any extension, amendment,
non-acceptance or termination to the holders of the Old Notes as promptly as
practicable. In the case of any extension, a notice must be issued by means of a
press release or other public announcement no later than 9:00 a.m., New York
City time, on the next business day after the previously scheduled Expiration
Date. We have no obligation to publish, advertise or otherwise communicate the
above, other than by issuing a release to the Dow Jones News Service. However,
in so choosing to use the Dow Jones News Service, we are not limiting the manner
in which we may otherwise legally make any public announcement.
In an exchange offer, holders of Old Notes do not have appraisal or
dissenters' rights. Old Notes which are not tendered for exchange or are
tendered but not accepted will remain outstanding and be entitled to the
benefits of the Indenture, but will not be entitled to any further registration
rights under the registration rights agreement. We intend to conduct the
Exchange Offer according to the applicable requirements of the Exchange Act and
the rules and regulations of the SEC.
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Procedures for Tendering Old Notes
The tender of Old Notes by their holders to us and the acceptance by us of
the Old Notes will constitute a binding agreement between the tendering holder
and us, upon the terms and conditions of this prospectus and the Letter of
Transmittal. Except as set out below, a holder who wishes to tender Old Notes
for exchange in the Exchange Offer, must transmit a properly completed and duly
executed Letter of Transmittal, including all other documents required by the
Letter of Transmittal, to Fifth Third Bank (the "Exchange Agent") at the address
set out below under "Exchange Agent" on or before the Expiration Date. In
addition:
o certificates for the Old Notes must be received by the Exchange Agent
along with the Letter of Transmittal;
o a timely confirmation of a book-entry transfer (a "Book-Entry
Confirmation") of the Old Notes, if this procedure is available, into
the Exchange Agent's account at DTC in the manner described in
"Book-Entry Transfer" below, must be received by the Exchange Agent
before the Expiration Date; or
o the holder of Old Notes must comply with the guaranteed delivery
procedures described below.
The method of delivery of Old Notes, Letters of Transmittal and all other
required documents is at the election and risk of the holders of Old Notes. If
the delivery is by mail, it is recommended that registered mail, properly
insured, with return receipt requested, be used. In all cases, sufficient time
should be allowed to assure timely delivery. No Letters of Transmittal or Old
Notes should be sent to PSI.
Signatures on a Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed unless the Old Notes surrendered for exchange
are tendered:
o by a registered holder of the Old Notes who has not completed the box
entitled "Special Issuance Instructions" or "Special Delivery
Instructions" on the Letter of Transmittal; or
o for the account of an Eligible Institution.
If signatures on a Letter of Transmittal or a notice of withdrawal, as the case
may be, are required to be guaranteed, the guarantees must be by a firm which is
a member of a registered national securities exchange or a member of the
National Association of Securities Dealers, Inc. or by a commercial bank or
trust company having an office or correspondent in the United States
(collectively, "Eligible Institutions"). If Old Notes are registered in the name
of a person other than the person signing the Letter of Transmittal, the Old
Notes surrendered for exchange must be endorsed by, or be accompanied by a
written instrument or instruments of transfer or exchange, in satisfactory form
as determined by us in our sole discretion, duly executed by the registered
holder with the signature guaranteed by an Eligible Institution.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of Old Notes tendered for exchange will be determined by
us in our sole discretion. Our determination will be final and binding. We
reserve the absolute right:
o to reject any and all tenders of any particular Old Notes not properly
tendered or to not accept any particular Old Notes which acceptance
might, in our judgment or the judgment of our counsel, be unlawful;
and
o to waive any defects or irregularities or conditions of the Exchange
Offer as to any particular Old Notes either before or after the
Expiration Date, including the right to waive the ineligibility of any
holder who seeks to tender Old Notes in the Exchange Offer.
Unless waived, any defects or irregularities in connection with the tender
of Old Notes for exchange must be cured within such reasonable period of time as
we determine. Neither PSI, the Exchange Agent nor any other person will be
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under any duty to give notification of any defect or irregularity relating to
any tender of Old Notes for exchange. None of those parties will incur any
liability for failure to give that notification.
If the Letter of Transmittal is signed by a person or persons other than
the registered holder or holders of Old Notes, those Old Notes must be endorsed
or accompanied by appropriate powers of attorney, in either case signed exactly
as the name or names of the registered holder or holders that appear on the Old
Notes.
If the Letter of Transmittal or any Old Note or power of attorney is signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
or corporations or others acting in a fiduciary or representative capacity,
those persons should indicate their capacity when signing and, unless waived by
us, proper evidence satisfactory to us of their authority to so act must be
submitted.
By executing, or otherwise becoming bound by a Letter of Transmittal, each
holder of the Old Notes (other than some specified holders) will represent that:
o it is not our affiliate;
o any New Notes to be received by it were acquired in the ordinary
course of business; and
o it has no arrangement with any person to participate in the
distribution (within the meaning of the Securities Act) of the New
Notes.
If the tendering holder of Old Notes is a broker-dealer that will receive New
Notes for its own account in exchange for Old Notes that were acquired as a
result of market-making activities or other trading activities, it will be
required to acknowledge that it will deliver a prospectus in any resale of such
New Notes. See "Resales of the New Notes."
Acceptance of Old Notes for Exchange; Delivery of New Notes
Upon satisfaction or waiver of all of the conditions to the Exchange Offer,
we will accept, promptly after the Expiration Date, all Old Notes properly
tendered and will issue the New Notes promptly after acceptance of the Old
Notes. See "Conditions to the Exchange Offer" below. For purposes of the
Exchange Offer, we will be deemed to have accepted properly tendered Old Notes
for exchange when, as and if we have given oral or written notice of the
acceptance to the Exchange Agent.
In all cases, issuance of New Notes for Old Notes that are accepted for
exchange pursuant to the Exchange Offer will be made only after timely receipt
by the Exchange Agent of certificates for those Old Notes or a timely Book-Entry
Confirmation of those Old Notes into the Exchange Agent's account at DTC
pursuant to the book-entry transfer procedures described below, a properly
completed and duly executed Letter of Transmittal and all other required
documents. If any tendered Old Notes are not accepted for any reason described
in the terms and conditions of the Exchange Offer or if certificates
representing Old Notes are submitted for a greater principal amount than the
holder desires to exchange, the unaccepted or non-exchanged Old Notes will be
returned without expense to the tendering holder (or, in the case of Old Notes
tendered by book-entry transfer into the Exchange Agent's account at DTC in the
manner described in "Book-Entry Transfer" below, those non-exchanged Old Notes
will be credited to an account maintained with DTC) as promptly as practicable
after the expiration or termination of the Exchange Offer.
Book-Entry Transfer
The Exchange Agent will make a request to establish an account for the Old
Notes at DTC for purposes of the Exchange Offer promptly after the date of this
prospectus. Any financial institution that is a participant in DTC's systems may
make book-entry delivery of Old Notes by causing DTC to transfer the Old Notes
into the Exchange Agent's account in accordance with DTC's Automated Tender
Offer Program ("ATOP") procedures for transfer. However, the exchange for the
Old Notes so tendered will only be made after timely confirmation of the
book-entry
24
<PAGE>
transfer of Old Note into the Exchange Agent's account, and timely receipt by
the Exchange Agent of an Agent's Message (defined below) and any other documents
required by the Letter of Transmittal.
The term "Agent's Message" means a message, transmitted by DTC and received
by the Exchange Agent and forming a part of a Book-Entry Confirmation, which
states that DTC has received an express acknowledgment from a Participant
tendering Old Notes that are the subject of the Book-Entry Confirmation that the
Participant has received and agrees to be bound by the terms of the Letter of
Transmittal, and that we may enforce the agreement against that Participant.
Although delivery of Old Notes may be effected through book-entry transfer into
the Exchange Agent's account at DTC, the Letter of Transmittal (or facsimile of
the letter), properly completed and duly executed, with any required signature
guarantees and any other required documents, must in any case be delivered to
and received by the Exchange Agent at its address described under "Exchange
Agent" on or before the Expiration Date, or the guaranteed delivery procedure
described below must be complied with.
Delivery of documents to DTC in accordance with its procedures does not
constitute delivery to the Exchange Agent.
Guaranteed Delivery Procedures
If a registered holder of the Old Notes desires to tender the Old Notes and
the Old Notes are not immediately available, or time will not permit the
Holder's Old Notes or other required documents to reach the Exchange Agent
before the Expiration Date, or the procedure for book-entry transfer cannot be
completed on a timely basis, a tender may be effected if:
o the tender is made through an Eligible Institution;
o before the Expiration Date, the Exchange Agent receives from the
Eligible Institution a properly completed and duly executed Letter of
Transmittal (or a facsimile of the letter) and Notice of Guaranteed
Delivery, substantially in the form provided by us (by telegram,
telex, facsimile transmission, mail or hand delivery), describing the
name and address of the holder of Old Notes and the amount of Old
Notes tendered, stating that the tender is being made by that holder
and guaranteeing that within five NYSE trading days after the date of
execution of the notice of guaranteed delivery, the certificates of
all physically tendered Old Notes, in proper form for transfer, or a
Book-Entry Confirmation, as the case may be, and any other documents
required by the Letter of Transmittal will be deposited by the
Eligible Institution with the Exchange Agent; and
o the certificates for all physically tendered Old Notes, in proper form
for transfer, or a Book-Entry Confirmation, as the case may be, and
all other documents required by the Letter of Transmittal, are
received by the Exchange Agent within five NYSE trading days after the
date of execution of the notice of guaranteed delivery.
Withdrawal Rights
Tenders of Old Notes may be withdrawn at any time before the Expiration
Date.
For a withdrawal to be effective, a written notice of withdrawal must be
received by the Exchange Agent at one of the addresses described below under
"Exchange Agent." Any notice of withdrawal must specify:
o the name of the person having tendered the Old Notes to be withdrawn;
o the Old Notes to be withdrawn, including the principal amount of the
Old Notes; and
25
<PAGE>
o where certificates for Old Notes have been transmitted, the name in
which the Old Notes are registered, if different from that of the
withdrawing holder.
If certificates for Old Notes have been delivered or otherwise identified
to the Exchange Agent, then, before the release of those certificates, the
withdrawing holder must also submit the serial numbers of the particular
certificates to be withdrawn and a signed notice of withdrawal with signatures
guaranteed by an Eligible Institution unless the holder is an Eligible
Institution. If Old Notes have been tendered in the manner described in
"Book-Entry Transfer" above, any notice of withdrawal must specify the name and
number of the account at DTC to be credited with the withdrawn Old Notes and
otherwise comply with the procedures of that facility. All questions as to the
validity, form and eligibility (including time of receipt) of such notices will
be determined by us, and our determination will be final and binding on all
parties. Any Old Notes so withdrawn will be deemed not to have been validly
tendered for exchange for purposes of the Exchange Offer. Any Old Notes which
have been tendered for exchange but which are not exchanged for any reason will
be returned to the holder of Old Notes without cost to such holder (or, in the
case of Old Notes tendered by book-entry transfer into the Exchange Agent's
account at DTC in the manner described in "Book- Entry Form" above, the Old
Notes will be credited to an account maintained with DTC for the Old Notes) as
soon as practicable after withdrawal, rejection of tender or termination of the
Exchange Offer. Properly withdrawn Old Notes may be re-entered by following one
of the procedures described under "Procedures for Tendering Old Notes" above at
any time on or before the Expiration Date.
Conditions to the Exchange Offer
Notwithstanding any other provisions of the Exchange Offer, we are not
required to accept for exchange, or to issue New Notes in exchange for, any Old
Notes and may terminate or amend the Exchange Offer, if at any time before the
acceptance of such Old Notes for exchange or the exchange of such New Notes for
such Old Notes, the acceptance or issuance would violate applicable law or any
interpretation of the SEC's staff.
The condition in the paragraph immediately above is for our sole benefit
and may be asserted by us regardless of the circumstances giving rise to that
condition. Our failure at any time to exercise the above rights is not to be
deemed a waiver of any of those rights and each right will be deemed an ongoing
right which may be asserted at any time and from time to time.
In addition, we will not accept for exchange any Old Notes tendered, and no
New Notes will be issued in exchange for any such Old Notes, if at such time any
stop order is threatened or in effect with respect to the registration statement
of which this prospectus constitutes a part or the qualification of the
indenture under the Trust Indenture Act.
Exchange Agent
Fifth Third Bank has been appointed as the Exchange Agent for the Exchange
Offer. All executed Letters of Transmittal should be directed to the Exchange
Agent at one of the addresses described below. Questions and requests for
assistance, requests for additional copies of this prospectus or of the Letter
of Transmittal and requests for notices of guaranteed delivery should be
directed to the Exchange Agent, addressed as follows:
26
<PAGE>
Deliver To:
Fifth Third Bank, Exchange Agent
By Mail or By Hand:
Fifth Third Center
38 Fountain Square Plaza
MD 1090D2-3210
Cincinnati, Ohio 45263
Attention: Corporate Trust Department
By Facsimile:
(513) 744-6785
Confirm by Telephone:
(513) 579-5132
Delivery to an address other than as described above or transmission of
instructions via facsimile other than as described above does not constitute a
valid delivery.
Fees and Expenses
The principal solicitation is being made by mail. Additional solicitation
may be made by telegraph, telephone or in person by our officers, regular
employees and affiliates. We will not pay any additional compensation to any
such officers and employees who engage in soliciting tenders. We will not make
any payment to brokers, dealers, or others soliciting acceptances of the
Exchange Offer. However, we will pay the Exchange Agent reasonable and customary
fees for its services and will reimburse it for its reasonable out-of-pocket
expenses relating to those services.
The estimated cash expenses to be incurred in making the Exchange Offer
will be paid by us and are estimated in the aggregate to be $75,000.
Transfer Taxes
Holders who tender their Old Notes for exchange will not be obligated to
pay any transfer taxes as a result of that exchange. However, holders who
instruct us to register New Notes in the name of, or request that Old Notes not
tendered or not accepted in the Exchange Offer be returned to, a person other
than the registered tendering holder, will be responsible for the payment of any
applicable transfer on the exchange.
Resale of the New Notes
Under existing interpretations contained in several no-action letters from
the SEC's staff to third parties, the New Notes would be freely transferable
after the Exchange Offer without further registration under the Securities Act.
However, any purchaser of Old Notes who is an "affiliate" of PSI or who intends
to participate in the Exchange Offer for the purpose of distributing the New
Notes:
o will not be able to rely on the interpretation of the SEC's staff;
o will not be able to tender its Old Note in the Exchange Offer; and
27
<PAGE>
o must comply with the registration and prospectus delivery requirements
of the Securities Act applicable to any sale or transfer of such notes
unless the sale or transfer is made under an exemption from those
requirements.
By executing, or otherwise becoming bound by, the Letter of Transmittal,
each holder of the Old Notes (other than some specified holders) will represent
that:
o it is not our "affiliate";
o any New Notes to be received by it were acquired in the ordinary
course of its business; and
o it has no arrangement with any person to participate in the
distribution (within the meaning of the Securities Act) of the New
Notes.
In addition, in connection with any resales of New Notes, any participating
broker-dealer who acquired notes for its own account as a result of
market-making or other trading activities must deliver a prospectus meeting the
requirements of the Securities Act. The SEC has taken the position that
participating broker-dealers may fulfill their prospectus delivery requirements
with respect to the New Notes (other than a resale of an unsold allotment from
the original sale of the Old Notes) with the prospectus contained in the
Exchange Offer registration statement. Under the registration rights agreement,
we are required to allow participating broker-dealers and other persons, if any,
subject to similar prospectus delivery requirements to use this prospectus as it
may be amended or supplemented from time to time, in connection with the resale
of such New Notes.
28
<PAGE>
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The exchange of Old Notes for New Notes pursuant to the Exchange Offer will
not result in any United States federal income tax consequences to holders of
Old Notes. When a holder of the Old Notes exchanges an Old Note for a New Note
pursuant to the Exchange Offer, that holder will have the same adjusted basis
and holding period in the New Note as in the Old Note immediately before the
exchange.
PLAN OF DISTRIBUTION
Each participating broker-dealer pursuant to the Exchange Offer must
acknowledge that it will deliver a prospectus in connection with any resale of
New Notes. This prospectus, as it may be amended or supplemented from time to
time, may be used by a participating broker-dealer in connection with resales of
New Notes received in exchange for Old Notes where the Old Notes were acquired
as a result of market-making activities or other trading activities. We have
agreed that we will make this prospectus, as amended or supplemented, available
to any participating broker-dealer for use in connection with any such resale
and participating broker-dealers will be authorized to deliver this prospectus
for a period not exceeding 90 days after the Expiration Date.
We will not receive any proceeds from any sales of the New Notes by
participating broker-dealers. New Notes received by participating broker-dealers
for their own account pursuant to the Exchange Offer may be sold from time to
time, in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the New Notes or a combination
of those methods of resale, at market prices prevailing at the time of resale,
at prices related to the prevailing market prices or at negotiated prices. Any
resale may be made directly to purchasers or to or through brokers or dealers
who may receive compensation in the form of commissions or concessions from any
participating broker-dealer that resells the New Notes that were received by it
for its own account pursuant to the Exchange Offer. Any broker or dealer that
participates in a distribution of New Notes may be deemed to be an "underwriter"
within the meaning of the Securities Act and any profit on any resale of New
Notes and any omissions or concessions received by any persons may be deemed to
be underwriting compensation under the Securities Act. The Letter of Transmittal
states that by acknowledging that it will deliver and by delivering a
prospectus, a participating broker-dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.
We will promptly send additional copies of this prospectus and any
amendment or supplement to this prospectus to any participating broker-dealer
that requests those documents in the Letter of Transmittal. See "The Exchange
Offer."
LEGAL MATTERS
The validity of the notes in respect of which this prospectus is being
delivered will be passed on for PSI by Taft, Stettinius & Hollister LLP.
EXPERTS
The financial statements and schedule incorporated by reference in this
prospectus, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report on those financial statements and
schedule, and are incorporated by reference in this prospectus in reliance upon
the authority of that firm as experts in accounting and auditing. Reference is
made to the above report, which includes an explanatory paragraph on the change
in method of accounting for energy trading and risk management activities
effective December 31, 1998, as discussed in Note 1 to the consolidated
financial statement.
29
<PAGE>
=====================================================
You should rely only on the information
contained in this prospectus. We have not
authorized anyone to provide you with information
different from that contained in this prospectus.
We are not making an offer of these securities in
any state where the offer is not permitted. The
information contained in this prospectus is accurate
only as of the date of this prospectus.
-----------------------
TABLE OF CONTENTS
Page
-----
Where You Can Find More Information.................2
Incorporation of Documents
by Reference.....................................2
Prospectus Summary..................................3
Use of Proceeds....................................10
Description of New Notes...........................11
The Exchange Offer.................................22
United States Federal Income Tax Considerations....30
Plan of Distribution...............................30
Legal Matters......................................30
Experts............................................30
=====================================================
PSI Energy, Inc.
-------------------
Prospectus
-------------------
April o, 1999
=====================================================
30
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
The Indiana Business Corporation Law and the Amended Articles of
Consolidation of PSI provide for indemnification of PSI's directors and officers
under a variety of circumstances provided that each of the following conditions
is satisfied:
(a) the individual's conduct was in good faith; and
(b) the individual reasonably believed:
(1) in case of conduct in the individual's official capacity with the
corporation, that the individual's conduct was in its best interests; and
(2) in all other cases, that the individual's conduct was at least not
opposed to its best interests; and
(c) in case of any criminal proceeding, the individual either:
(1) had reasonable cause to believe the individual's conduct was
lawful; or
(2) had no reasonable cause to believe the individual's conduct was
unlawful.
If each of the above conditions is satisfied, the indemnification may
include liabilities under the Securities Act. In addition, PSI has purchased
insurance permitted by the laws of Indiana on behalf of directors and officers
which may cover liabilities under the securities laws, except those arising
under Section 16(b) of the Exchange Act or involving fraud, criminal fines or
penalties or deliberate dishonesty with respect to a material matter which is
the subject of litigation. Insofar as indemnification for liabilities arising
under the Securities Act is permitted to directors, officers or persons
controlling PSI, pursuant to the terms of PSI's articles of incorporation,
by-laws and insurance policies, PSI has been informed that in the opinion of the
SEC, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
Item 21. Exhibits and Financial Statement Schedules
(a) Exhibits (see index to exhibits at E-1).
Item 22. Undertakings
(a) The Registrant undertakes:
(1) To file during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment to the registration statement) which, individually or
in the aggregate, represent a fundamental change in the information contained in
the registration statement; and
(iii) to include any material information on the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
II-1
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment is deemed to be a new
registration statement relating to the securities offered under such
registration statement, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering of such securities.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the above provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(c) The Registrant undertakes to respond to requests for information that
is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11,
or 13 of this form, within one business day of receipt of such request, and to
send the incorporated documents by first class mail or other equally prompt
means. This includes information contained in documents filed subsequent to the
effective date of the registration statement through the date of responding to
the request.
(d) The Registrant undertakes to supply by means of a post-effective
amendment all information concerning a transaction, and the company being
acquired involved in that transaction, that was not the subject of and included
in the registration statement when it became effective.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized, in
Cincinnati, Ohio on the 14th day of April, 1999.
PSI Energy Inc.
By: *James E. Rogers
-------------------------------
James E. Rogers,
Vice Chairman, President
and Chief Executive Officer
Pursant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
Signature Title Date
--------- ----- ----
<S> <C> <C>
(i) Principal executive officer:
*James E. Rogers Vice Chairman, President and April 14, 1999
- ---------------------------------------- Chief Executive Officer
James E. Rogers
(ii) Principal financial officer:
/s/ Madeleine W. Ludow Vice President and Chief April 14, 1999
- ---------------------------------------- Financial Officer
Madeleine W. Ludlow
(iii) Principal accounting officer:
/s/ Bernard F. Roberts
- ----------------------------------------
Bernard F. Roberts Vice President and Comptroller April 14, 1999
(iv) Directors:
*James K. Baker Director April 14, 1999
*Michael G. Browning Director April 14, 1999
*John A. Hillenbrand II Director April 14, 1999
*John M. Mutz Director April 14, 1999
*Jackson H. Randolph Director April 14, 1999
*James E. Rogers Director April 14, 1999
*By: /s/ William L. Sheafer
---------------------------------------
William L. Sheafer, Attorney-in-fact
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
Exhibit No. Document
- ----------- --------
1.1 Registration Rights Agreement dated as of December 15, 1998
between PSI Energy, Inc. and Warburg Dillon Read LLC, as
initial purchaser.
*3.1 Amended Articles of Consolidation, as amended to April 20, 1995
(Exhibit to PSI's Form 10-Q for the quarter ended June 30,
1995).
*3.2 Amendment to Article D of the Amended Articles of Consolidation,
effective July 10, 1997 (Exhibit to PSI's 1997 Form 10-K).
*3.3 By-laws (Exhibit to PSI's Form 10-Q for the quarter ended
March 31, 1997).
*4.1 Original Indenture, dated as of November 15, 1996, between PSI and
the Trustee (Exhibit to PSI's 1996 Form 10-K)
*4.2 Fifth Supplemental Indenture, dated as of December 15, 1998,
between PSI and the Trustee (Exhibit to PSI's 1998 Form 10-K).
5.1 Opinion of Taft, Stettinius & Hollister LLP with respect to the New
Notes.
12.1 Computation of Ratio of Earnings to Fixed Charges.
*21.1 Subsidiaries of PSI (Exhibit to PSI's 1998 Form 10-K).
23.1 Consent of Taft, Stettinius & Hollister LLP (contained in their
opinion filed as Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Powers of Attorney.
24.2 Certified copy of a resolution of PSI's Board of Directors.
25.1 Statement of Eligibility of Fifth Third Bank on Form T-1.
99.1 Form of Letter of Transmittal.
99.2 Form of Notice of Guaranteed Delivery.
99.3 Form of Letter to Clients.
99.4 Form of Letter to Nominees.
99.5 Form of Instructions to Registered Holder and/or Book-Entry
Transfer Participant from Owner.
- -------------------
* Incorporated by reference as indicated.
E-1
Exhibit 1.1
REGISTRATION RIGHTS AGREEMENT
Dated December 15, 1998
between
PSI ENERGY, INC.
and
WARBURG DILLON READ LLC
- -------------------------------------------------------------------------------
<PAGE>
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
entered into December 15, 1998, between PSI ENERGY, INC., an Indiana
corporation (the "Company"), and WARBURG DILLON READ LLC (the "Initial
Purchaser").
This Agreement is made pursuant to the Purchase Agreement dated
December 15, 1998, among the Company, UBS AG, London Branch (the "Selling
Securityholder") and the Initial Purchaser (the "Purchase Agreement"), which
provides for the private placement by the Initial Purchaser of an aggregate of
$50,000,000 principal amount of the Company's Putable/Callable Notes due
December 14, 2016, Putable/Callable December 14, 2001 (the "Securities"). In
order to induce the Initial Purchaser to enter into the Purchase Agreement, the
Company has agreed to provide to the Initial Purchaser and its direct and
indirect transferees the registration rights set forth in this Agreement. The
execution of this Agreement is a condition to the closing under the Purchase
Agreement.
In consideration of the foregoing, the parties hereto agree as
follows:
1. Definitions.
As used in this Agreement, the following capitalized defined terms
shall have the following meanings:
"1933 Act" shall mean the Securities Act of 1933, as amended from
time to time.
"1934 Act" shall mean the Securities Exchange Act of 1934, as amended
from time to time.
"Closing Date" shall mean the Closing Date as defined in the Purchase
Agreement.
"Company" shall have the meaning set forth in the preamble and shall
also include the Company's successors.
"Exchange Offer" shall mean the exchange offer by the Company of
Exchange Securities for Registrable Securities pursuant to Section 2(a)
hereof.
"Exchange Offer Registration" shall mean a registration under the
1933 Act effected pursuant to Section 2(a) hereof.
<PAGE>
2
"Exchange Offer Registration Statement" shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another
appropriate form) and all amendments and supplements to such registration
statement, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.
"Exchange Securities" shall mean securities issued by the Company
under the Indenture containing terms identical to the Securities (except
that the Exchange Securities will not contain restrictions on transfer)
and to be offered to Holders of Securities in exchange for Securities
pursuant to the Exchange Offer.
"Holder" shall mean the Initial Purchaser, for so long as it owns any
Registrable Securities, and each of its successors, assigns and direct and
indirect transferees who become registered owners of Registrable
Securities under the Indenture; provided that for purposes of Sections 4
and 5 of this Agreement, the term "Holder" shall include Participating
Broker-Dealers (as defined in Section 4(a)).
"Indenture" shall mean the Indenture relating to the Securities dated
as of November 15, 1996, as supplemented by a Fifth Supplemental Indenture
dated as of December 15, 1998 between the Company and Fifth Third Bank, as
trustee, and as the same may be amended from time to time in accordance
with the terms thereof.
"Initial Purchaser" shall have the meaning set forth in the preamble.
"Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of outstanding Registrable Securities; provided
that whenever the consent or approval of Holders of a specified percentage
of Registrable Securities is required hereunder, Registrable Securities
held by the Company or any of its affiliates (as such term is defined in
Rule 405 under the 1933 Act) (other than the Initial Purchaser or
subsequent Holders of Registrable Securities if such subsequent holders
are deemed to be such affiliates solely by reason of their holding of such
Registrable Securities) shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage
or amount.
"Person" shall mean an individual, partnership, limited liability
company, corporation, trust or unincorporated organization, or a
government or agency or political subdivision thereof.
"Prospectus" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus
as amended or
<PAGE>
3
supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Shelf Registration Statement, and by
all other amendments and supplements to such prospectus, and in each case
including all material incorporated by reference therein.
"Purchase Agreement" shall have the meaning set forth in the
preamble.
"Registrable Securities" shall mean the Securities; provided,
however, that the Securities shall cease to be Registrable Securities (i)
when a Registration Statement with respect to such Securities shall have
been declared effective under the 1933 Act and such Securities shall have
been disposed of pursuant to such Registration Statement, (ii) when such
Securities have been sold to the public pursuant to Rule 144(k) (or any
similar provision then in force, but not Rule 144A) under the 1933 Act or
(iii) when such Securities shall have ceased to be outstanding.
"Registration Expenses" shall mean any and all expenses incident to
performance of or compliance by the Company with this Agreement, including
without limitation: (i) all SEC, stock exchange or National Association of
Securities Dealers, Inc. registration and filing fees, (ii) all fees and
expenses incurred in connection with compliance with state securities or
blue sky laws (including reasonable fees and disbursements of one counsel
for any underwriters or Holders in connection with blue sky qualification
of any of the Exchange Securities or Registrable Securities), (iii) all
expenses of any Persons in preparing or assisting in preparing, word
processing, printing and distributing any Registration Statement, any
Prospectus, any amendments or supplements thereto, any underwriting
agreements, securities sales agreements and other documents relating to
the performance of and compliance with this Agreement, (iv) all rating
agency fees, (v) all fees and disbursements relating to the qualification
of the Indenture under applicable securities laws, (vi) the fees and
disbursements of the Trustee and its counsel, (vii) the fees and
disbursements of counsel for the Company and, in the case of a Shelf
Registration Statement, the fees and disbursements of one counsel for the
Holders (which counsel shall be selected by the Majority Holders and which
counsel may also be counsel for the Placement Agent) and (viii) the fees
and disbursements of the independent public accountants of the Company,
including the expenses of any special audits or "cold comfort" letters
required by or incident to such performance and compliance, but excluding
fees and expenses of counsel to the underwriters (other than fees and
expenses set forth in clause (ii) above) or the Holders and underwriting
discounts and commissions and transfer taxes, if any, relating to the sale
or disposition of Registrable Securities by a Holder.
<PAGE>
4
"Registration Statement" shall mean any registration statement of the
Company that covers any of the Exchange Securities or Registrable
Securities pursuant to the provisions of this Agreement and all amendments
and supplements to any such Registration Statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.
"Resale Period" shall mean the period beginning on the date the Shelf
Registration Statement becomes effective and ending on the earlier of (i)
the Shelf Registration Statement ceasing to be effective or (ii) the
second anniversary of the Closing Date.
"SEC" shall mean the Securities and Exchange Commission.
"Shelf Registration" shall mean a registration effected pursuant to
Section 2(b) hereof.
"Shelf Registration Statement" shall mean a "shelf" registration
statement of the Company pursuant to the provisions of Section 2(b) of
this Agreement which covers all of the Registrable Securities (but no
other securities unless approved by the Holders whose Registrable
Securities are covered by such Shelf Registration Statement) on an
appropriate form under Rule 415 under the 1933 Act, or any similar rule
that may be adopted by the SEC, and all amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.
"Trustee" shall mean the trustee with respect to the Securities under
the Indenture.
"Underwriter" shall have the meaning set forth in Section 3 hereof.
"Underwritten Registration" or "Underwritten Offering" shall mean a
registration in which Registrable Securities are sold to an Underwriter
for reoffering to the public.
2. Registration Under the 1933 Act.
(a) To the extent not prohibited by any applicable law or applicable
interpretation of the Staff of the SEC, the Company shall use its best efforts
to cause to be filed an Exchange Offer Registration Statement covering the
offer by the Company to the Holders to exchange all of the Registrable
Securities for Exchange Securities and to have such Registration Statement
remain effective until the closing of the Exchange Offer. The Company shall
<PAGE>
5
commence the Exchange Offer promptly after the Exchange Offer Registration
Statement has been declared effective by the SEC and use its best efforts to
have the Exchange Offer consummated not later than 60 days after such effective
date. The Company shall commence the Exchange Offer by mailing the related
exchange offer Prospectus and accompanying documents to each Holder stating, in
addition to such other disclosures as are required by applicable law:
(i) that the Exchange Offer is being made pursuant to this
Registration Rights Agreement and that all Registrable Securities validly
tendered will be accepted for exchange;
(ii) the dates of acceptance for exchange (which shall be a period of
at least 20 business days from the date such notice is mailed) (the
"Exchange Dates");
(iii) that any Registrable Security not tendered will remain
outstanding and continue to accrue interest, but will not retain any
rights under this Registration Rights Agreement;
(iv) that Holders electing to have a Registrable Security exchanged
pursuant to the Exchange Offer will be required to surrender such
Registrable Security, together with the enclosed letters of transmittal,
to the institution and at the address (located in the Borough of
Manhattan, The City of New York) specified in the notice prior to the
close of business on the last Exchange Date; and
(v) that Holders will be entitled to withdraw their election, not
later than the close of business on the last Exchange Date, by sending to
the institution and at the address (located in the Borough of Manhattan,
The City of New York) specified in the notice a telegram, telex, facsimile
transmission or letter setting forth the name of such Holder, the
principal amount of Registrable Securities delivered for exchange and a
statement that such Holder is withdrawing his election to have such
Securities exchanged.
As soon as practicable after the last Exchange Date, the Company
shall:
(i) accept for exchange Registrable Securities or portions thereof
tendered and not validly withdrawn pursuant to the Exchange Offer; and
(ii) deliver, or cause to be delivered, to the Trustee for
cancellation all Registrable Securities or portions thereof so accepted
for exchange by the Company and issue, and cause the Trustee to promptly
authenticate and mail to each Holder, an Exchange Security equal in
principal amount to the principal amount of the Registrable Securities
surrendered by such Holder.
<PAGE>
6
The Company shall use its best efforts to complete the Exchange Offer as
provided above and shall comply with the applicable requirements of the 1933
Act, the 1934 Act and other applicable laws and regulations in connection with
the Exchange Offer. The Exchange Offer shall not be subject to any conditions,
other than that the Exchange Offer does not violate applicable law or any
applicable interpretation of the Staff of the SEC. The Company shall inform the
Initial Purchaser of the names and addresses of the Holders to whom the
Exchange Offer is made, and the Initial Purchaser shall have the right, subject
to applicable law, to contact such Holders and otherwise facilitate the tender
of Registrable Securities in the Exchange Offer.
(b) In the event that (i) the Company determines that the Exchange
Offer Registration provided for in Section 2(a) above is not available or may
not be consummated as soon as practicable after the last Exchange Date because
it would violate applicable law or the applicable interpretations of the Staff
of the SEC, (ii) the Exchange Offer is not for any other reason consummated by
June 13, 1999 or (iii) the Exchange Offer has been completed and in the opinion
of counsel for the Initial Purchaser a Registration Statement must be filed and
a Prospectus must be delivered by the Initial Purchaser in connection with any
offering or sale of Registrable Securities, the Company shall use its best
efforts to cause to be filed as soon as practicable after such determination,
date or notice of such opinion of counsel is given to the Company, as the case
may be, a Shelf Registration Statement providing for the sale by the Holders of
all of the Registrable Securities and to have such Shelf Registration Statement
declared effective by the SEC. In the event the Company is required to file a
Shelf Registration Statement solely as a result of the matters referred to in
clause (iii) of the preceding sentence, the Company shall use its best efforts
to file and have declared effective by the SEC both an Exchange Offer
Registration Statement pursuant to Section 2(a) with respect to all Registrable
Securities and a Shelf Registration Statement (which may be a combined
Registration Statement with the Exchange Offer Registration Statement) with
respect to offers and sales of Registrable Securities held by the Initial
Purchaser after completion of the Exchange Offer. The Company agrees to use its
best efforts to keep the Shelf Registration Statement continuously effective
until the expiration of the period referred to in Rule 144(k) with respect to
the Registrable Securities or such shorter period that will terminate when all
of the Registrable Securities covered by the Shelf Registration Statement have
been sold pursuant to the Shelf Registration Statement. The Company further
agrees to supplement or amend the Shelf Registration Statement if required by
the rules, regulations or instructions applicable to the registration form used
by the Company for such Shelf Registration Statement or by the 1933 Act or by
any other rules and regulations thereunder for shelf registration or if
reasonably requested by a Holder with respect to information relating to such
Holder, and to use its best efforts to cause any such amendment to become
effective and such Shelf Registration Statement to become usable as soon as
thereafter practicable. The Company agrees to furnish to the Holders of
Registrable Securities copies of any such supplement or amendment promptly
after its being used or filed with the SEC.
<PAGE>
7
(c) The Company shall pay all Registration Expenses in connection
with the registration pursuant to Section 2(a) or Section 2(b), except that, in
the case of a registration pursuant to Section 2(b)(iii), the Initial Purchaser
shall pay any SEC filing fees. Each Holder shall pay all underwriting discounts
and commissions and transfer taxes, if any, relating to the sale or disposition
of such Holder's Registrable Securities pursuant to the Shelf Registration
Statement.
(d) An Exchange Offer Registration Statement pursuant to Section 2(a)
hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will
not be deemed to have become effective unless it has been declared effective by
the SEC; provided, however, that, if, after it has been declared effective, the
offering of Registrable Securities pursuant to a Shelf Registration Statement
is interfered with by any stop order, injunction or other order or requirement
of the SEC or any other governmental agency or court, such Registration
Statement will be deemed not to have become effective during the period of such
interference until the offering of Registrable Securities pursuant to such
Registration Statement may legally resume. As provided for in the Indenture, if
(i) the Company fails to file the Exchange Offer Registration Statement
required by this Agreement on or before the date specified for such filing,
(ii) either the Shelf Registration Statement or the Exchange Offer Registration
Statements is not declared effective by the Commission on or prior to the date
specified for such effectiveness (the "Effectiveness Target Date"), or (iii)
the Shelf Registration Statement or the Exchange Offer Registration Statement
is declared effective but thereafter ceases to be effective or usable in
connection with resales of the Notes during the periods specified in this
Agreement (each such event referred to in clauses (i) through (iii) above a
"Registration Default"), the interest rate on the Securities will be increased
by .25% per annum until the Exchange Offer Registration Statement or Shelf
Registration Statement, as the case may be, is declared effective by the SEC.
Additional interest will cease to accrue from the date of such filing or
effectiveness, as the case may be; provided, however, that, if after the date
such additional interest ceases to accrue, a different event specified in
clause (i), (ii) or (iii) above occurs, additional interest may again commence
accruing pursuant to the foregoing provisions.
(e) Without limiting the remedies available to the Initial Purchaser
and the Holders, the Company acknowledges that any failure by the Company to
comply with its obligations under Section 2(a) and Section 2(b) hereof may
result in material irreparable injury to the Initial Purchaser or the Holders
for which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, the Initial Purchaser or any Holder may obtain such relief as may be
required to specifically enforce the Company's obligations under Section 2(a)
and Section 2(b) hereof.
<PAGE>
8
3. Registration Procedures.
In connection with the obligations of the Company with respect to the
Registration Statements pursuant to Section 2(a) and Section 2(b) hereof, the
Company shall:
(a) prepare and file with the SEC a Registration Statement on the
appropriate form under the 1933 Act, which form (x) shall be selected by
the Company and (y) shall, in the case of a Shelf Registration, be
available for the sale of the Registrable Securities by the selling
Holders thereof and (z) shall comply as to form in all material respects
with the requirements of the applicable form and include all financial
statements required by the SEC to be filed therewith, and use its best
efforts to cause such Registration Statement to become effective and
remain effective in accordance with Section 2 hereof;
(b) prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep such
Registration Statement effective for the applicable period and cause each
Prospectus to be supplemented by any required prospectus supplement and,
as so supplemented, to be filed pursuant to Rule 424 under the 1933 Act;
to keep each Prospectus current during the period described under Section
4(3) and Rule 174 under the 1933 Act that is applicable to transactions by
brokers or dealers with respect to the Registrable Securities or Exchange
Securities;
(c) in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, to counsel for the Initial Purchaser, to counsel
for the Holders and to each Underwriter of an Underwritten Offering of
Registrable Securities, if any, without charge, as many copies of each
Prospectus, including each preliminary Prospectus, and any amendment or
supplement thereto and such other documents as such Holder or Underwriter
may reasonably request, in order to facilitate the public sale or other
disposition of the Registrable Securities; and the Company consents to the
use of such Prospectus and any amendment or supplement thereto in
accordance with applicable law by each of the selling Holders of
Registrable Securities and any such Underwriters in connection with the
offering and sale of the Registrable Securities covered by and in the
manner described in such Prospectus or any amendment or supplement thereto
in accordance with applicable law;
(d) use its best efforts to register or qualify the Registrable
Securities under all applicable state securities or "blue sky" laws of
such jurisdictions as any Holder of Registrable Securities covered by a
Registration Statement shall reasonably request in writing by the time the
applicable Registration Statement is declared effective by the SEC, to
cooperate with such Holders in connection with any filings required to be
made
<PAGE>
9
with the National Association of Securities Dealers, Inc. and do any
and all other acts and things which may be reasonably necessary or
advisable to enable such Holder to consummate the disposition in each such
jurisdiction of such Registrable Securities owned by such Holder;
provided, however, that the Company shall not be required to (i) qualify
as a foreign corporation or as a dealer in securities in any jurisdiction
where it would not otherwise be required to qualify but for this Section
3(d), (ii) file any general consent to service of process or (iii) subject
itself to taxation in any such jurisdiction if it is not so subject;
(e) in the case of a Shelf Registration, notify each Holder of
Registrable Securities, counsel for the Holders and counsel for the
Initial Purchaser promptly and, if requested by any such Holder or
counsel, confirm such advice in writing (i) when a Registration Statement
has become effective and when any post-effective amendment thereto has
been filed and becomes effective, (ii) of any request by the SEC or any
state securities authority for amendments and supplements to a
Registration Statement and Prospectus or for additional information after
the Registration Statement has become effective, (iii) of the issuance by
the SEC or any state securities authority of any stop order suspending the
effectiveness of a Registration Statement or the initiation of any
proceedings for that purpose, (iv) if, between the effective date of a
Registration Statement and the closing of any sale of Registrable
Securities covered thereby, the representations and warranties of the
Company contained in any underwriting agreement, securities sales
agreement or other similar agreement, if any, relating to the offering
cease to be true and correct in all material respects or if the Company
receives any notification with respect to the suspension of the
qualification of the Registrable Securities for sale in any jurisdiction
or the initiation of any proceeding for such purpose, (v) of the happening
of any event during the period a Shelf Registration Statement is effective
which makes any statement made in such Registration Statement or the
related Prospectus untrue in any material respect or which requires the
making of any changes in such Registration Statement or Prospectus in
order to make the statements therein not misleading and (vi) of any
determination by the Company that a post-effective amendment to a
Registration Statement would be appropriate;
(f) make every reasonable effort to obtain the withdrawal of any
order suspending the effectiveness of a Registration Statement at the
earliest possible moment and provide immediate notice to each Holder of
the withdrawal of any such order;
(g) in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, without charge, at least one conformed copy of
each Registration Statement and any post-effective amendment thereto
(without documents incorporated therein by reference or exhibits thereto,
unless requested);
<PAGE>
10
(h) in the case of a Shelf Registration, cooperate with the selling
Holders of Registrable Securities to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold
and not bearing any restrictive legends and enable such Registrable
Securities to be in such denominations (consistent with the provisions of
the Indenture) and registered in such names as the selling Holders may
reasonably request at least one business day prior to the closing of any
sale of Registrable Securities;
(i) in the case of a Shelf Registration, upon the occurrence of any
event contemplated by Section 3(e)(v) hereof, use its best efforts to
prepare and file with the SEC a supplement or post-effective amendment to
a Registration Statement or the related Prospectus or any document
incorporated therein by reference or file any other required document so
that, as thereafter delivered to the purchasers of the Registrable
Securities, such Prospectus will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading. The Company agrees to notify the Holders to suspend
use of the Prospectus as promptly as practicable after the occurrence of
such an event, and the Holders hereby agree to suspend use of the
Prospectus until the Company has amended or supplemented the Prospectus to
correct such misstatement or omission;
(j) prior to or simultaneous with the filing of any Registration
Statement, any Prospectus, any amendment to a Registration Statement or
amendment or supplement to a Prospectus, provide copies of such document
to the Initial Purchaser and its counsel (and, in the case of a Shelf
Registration Statement, the Holders and their counsel);
(k) obtain a CUSIP number for all Exchange Securities or Registrable
Securities, as the case may be, not later than the effective date of a
Registration Statement;
(l) cause the Indenture to be qualified under the Trust Indenture Act
of 1939, as amended (the "TIA"), in connection with the registration of
the Exchange Securities or Registrable Securities, as the case may be,
cooperate with the Trustee and the Holders to effect such changes to the
Indenture as may be required for the Indenture to be so qualified in
accordance with the terms of the TIA and execute, and use its best efforts
to cause the Trustee to execute, all documents as may be required to
effect such changes and all other forms and documents required to be filed
with the SEC to enable the Indenture to be so qualified in a timely
manner;
(m) in the case of a Shelf Registration, for a reasonable period
prior to the filing of the Shelf Registration Statement, and throughout
the Resale Period, make
<PAGE>
11
available for inspection at the Company's principal place of business
or such other reasonable place by a representative of the Holders of the
Registrable Securities, any Underwriter participating in any disposition
pursuant to such Shelf Registration Statement, and attorneys and
accountants designated by the Holders, after such Holders and Underwriters
have certified to the Company that they have a current intention to sell
their Registrable Securities pursuant to the Shelf Registration Statement,
at reasonable times and in a reasonable manner, such financial and other
records, pertinent documents and properties of the Company, and cause the
respective officers, directors and employees of the Company to supply such
information reasonably necessary to conduct a reasonable investigation
within the meaning of Section 11 of the 1933 Act; provided, however, that
each such party shall be required to maintain in confidence and not to
disclose to any other person any information or records reasonably
designated by the Company in writing as being confidential, until such
time as (A) such information becomes a matter of public record (whether by
virtue of its inclusion in the Shelf Registration Statement or otherwise),
or (B) such person shall be required so to disclose such information
pursuant to a subpoena or order of any court or other governmental agency
or body having jurisdiction over the matter (subject to the requirements
of such order, and only after such person shall have given the Company
prompt prior written notice of such requirement and the opportunity to
contest the same or seek an appropriate protective order), or (C) such
information is required to be set forth in the Shelf Registration
Statement or the Prospectus included therein or in an amendment to the
Shelf Registration Statement or an amendment or supplement to the
Prospectus in order that the Shelf Registration Statement, Prospectus,
amendment or supplement, as the case may be, does not contain an untrue
statement of a material fact or omit to state therein a material fact
required to be stated therein or necessary to make the statements therein
not misleading;
(n) use its best efforts to cause the Exchange Securities or
Registrable Securities, as the case may be, to be rated by two nationally
recognized statistical rating organizations (as such term is defined in
Rule 436(g)(2) under the 1933 Act);
(o) if reasonably requested by any Holder of Registrable Securities
covered by a Registration Statement, (i) promptly incorporate in a
Prospectus supplement or post-effective amendment such information with
respect to such Holder as such Holder reasonably requests to be included
therein and (ii) make all required filings of such Prospectus supplement
or such post-effective amendment as soon as the Company has received
notification of the matters to be incorporated in such filing; and
(p) in the case of a Shelf Registration, enter into such customary
agreements and take all such other actions in connection therewith
(including those requested by the
<PAGE>
12
Holders of a majority of the Registrable Securities being sold) in
order to expedite or facilitate the disposition of such Registrable
Securities including, but not limited to, an Underwritten Offering and in
such connection, (i) to the extent possible, make such representations and
warranties to the Holders and any Underwriters of such Registrable
Securities with respect to the business of the Company and its
subsidiaries, the Registration Statement, Prospectus and documents
incorporated by reference or deemed incorporated by reference, if any, in
each case, in form, substance and scope as are customarily made by issuers
to underwriters in underwritten offerings and confirm the same if and when
requested, (ii) obtain opinions of counsel to the Company (which counsel
and opinions, in form, scope and substance, shall be reasonably
satisfactory to the Holders and such Underwriters and their respective
counsel) addressed to each selling Holder and Underwriter of Registrable
Securities, covering the matters customarily covered in opinions requested
in underwritten offerings, (iii) obtain "cold comfort" letters from the
independent certified public accountants of the Company (and, if
necessary, any other certified public accountant of any subsidiary of the
Company, or of any business acquired by the Company for which financial
statements and financial data are or are required to be included in the
Registration Statement) addressed to each selling Holder and Underwriter
of Registrable Securities, such letters to be in customary form and
covering matters of the type customarily covered in "cold comfort" letters
in connection with underwritten offerings, and (iv) deliver such documents
and certificates as may be reasonably requested by the Holders of a
majority in principal amount of the Registrable Securities being sold or
the Underwriters, and which are customarily delivered in underwritten
offerings, to evidence the continued validity of the representations and
warranties of the Company made pursuant to clause (i) above and to
evidence compliance with any customary conditions contained in an
underwriting agreement.
In the case of a Shelf Registration Statement, the Company may
require each Holder of Registrable Securities to furnish to the Company such
information regarding the Holder and the proposed distribution by such Holder
of such Registrable Securities as the Company may from time to time reasonably
request in writing. Each such Holder agrees to notify the Company as promptly
as practicable of any inaccuracy or change in information previously furnished
by such Holder to the Company or of the occurrence of any event in either case
as a result of which any Prospectus relating to such Shelf Registration
contains or would contain an untrue statement of a material fact regarding such
Holder or such Holder's intended method of disposition of such Registrable
Securities or omits to state any material fact regarding such Holder or such
Holder's intended method of disposition of such Registrable Securities required
to be stated therein or necessary to make the statements therein not
misleading, and promptly to furnish to the Company any additional information
required to correct and update any previously furnished information or required
so that such Prospectus shall not contain, with respect to such Holder or the
disposition of such Registrable Securities, an untrue statement of a
<PAGE>
13
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading.
In the case of a Shelf Registration Statement, each Holder agrees
that, upon receipt of any notice from the Company of the happening of any event
of the kind described in Section 3(e)(v) hereof, such Holder will forthwith
discontinue disposition of Registrable Securities pursuant to a Registration
Statement until such Holder's receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 3(i) hereof, and, if so directed by
the Company, such Holder will deliver to the Company (at its expense) all
copies in its possession, other than permanent file copies then in such
Holder's possession, of the Prospectus covering such Registrable Securities
current at the time of receipt of such notice. If the Company shall give any
such notice to suspend the disposition of Registrable Securities pursuant to a
Registration Statement, the Company shall extend the period during which the
Registration Statement shall be maintained effective pursuant to this Agreement
by the number of days during the period from and including the date of the
giving of such notice to and including the date when the Holders shall have
received copies of the supplemented or amended Prospectus necessary to resume
such dispositions. The Company may give any such notice only twice during any
365 day period and any such suspensions may not exceed 30 days for each
suspension and there may not be more than two suspensions in effect during any
365 day period.
The Holders of Registrable Securities covered by a Shelf Registration
Statement who desire to do so may sell such Registrable Securities in an
Underwritten Offering. In any such Underwritten Offering, the investment banker
or investment bankers and manager or managers (the "Underwriters") that will
administer the offering will be selected by the Majority Holders of the
Registrable Securities included in such offering.
4. Participation of Broker-Dealers in Exchange Offer.
(a) The Staff of the SEC has taken the position that any
broker-dealer that receives Exchange Securities for its own account in the
Exchange Offer in exchange for Securities that were acquired by such
broker-dealer as a result of market-making or other trading activities (a
"Participating Broker-Dealer"), may be deemed to be an "underwriter" within the
meaning of the 1933 Act and must deliver a prospectus meeting the requirements
of the 1933 Act in connection with any resale of such Exchange Securities.
The Company understands that it is the Staff's position that if the
Prospectus contained in the Exchange Offer Registration Statement includes a
plan of distribution containing a statement to the above effect and the means
by which Participating Broker-Dealers may resell the Exchange Securities,
without naming the Participating Broker-Dealers or specifying the amount of
Exchange Securities owned by them, such Prospectus may be delivered
<PAGE>
14
by Participating Broker-Dealers to satisfy their prospectus delivery
obligation under the 1933 Act in connection with resales of Exchange Securities
for their own accounts, so long as the Prospectus otherwise meets the
requirements of the 1933 Act.
(b) In light of the above, notwithstanding the other provisions of
this Agreement, the Company agrees that the provisions of this Agreement as
they relate to a Shelf Registration shall also apply to an Exchange Offer
Registration to the extent, and with such reasonable modifications thereto as
may be, reasonably requested by the Initial Purchaser or by one or more
Participating Broker-Dealers, in each case as provided in clause (ii) below, in
order to expedite or facilitate the disposition of any Exchange Securities by
Participating Broker- Dealers consistent with the positions of the Staff
recited in Section 4(a) above; provided that:
(i) the Company shall not be required to amend or supplement the
Prospectus contained in the Exchange Offer Registration Statement, as
would otherwise be contemplated by Section 3(i), for a period exceeding
180 days after the last Exchange Date (as such period may be extended
pursuant to the penultimate paragraph of Section 3 of this Agreement) and
Participating Broker-Dealers shall not be authorized by the Company to
deliver and shall not deliver such Prospectus after such period in
connection with the resales contemplated by this Section 4;
(ii) the Company shall not be required to make available, or cause
its officers, directors or employees to supply, any information required
under Section 3(m) hereof; and
(iii) the application of the Shelf Registration procedures set forth
in Section 3 of this Agreement to an Exchange Offer Registration, to the
extent not required by the positions of the Staff of the SEC or the 1933
Act and the rules and regulations thereunder, will be in conformity with
the reasonable request to the Company by the Initial Purchaser or with the
reasonable request in writing to the Company by one or more broker-dealers
who certify to the Initial Purchaser and the Company in writing that they
anticipate that they will be Participating Broker-Dealers; and provided
further that, in connection with such application of the Shelf
Registration procedures set forth in Section 3 to an Exchange Offer
Registration, the Company shall be obligated (x) to deal only with one
entity representing the Participating Broker-Dealers, which shall be
Warburg Dillon Read LLC unless it elects not to act as such representative
and (y) to cause to be delivered only one, if any, "cold comfort" letter
with respect to the Prospectus in the form existing on the last Exchange
Date and with respect to each subsequent amendment or supplement, if any,
effected during the period specified in clause (i) above.
<PAGE>
15
(c) The Initial Purchaser shall have no liability to the Company or
any Holder with respect to any request that it may make pursuant to
Section 4(b) above.
5. Indemnification and Contribution.
The Company agrees to indemnify and hold harmless the Initial
Purchaser, each Holder and each Person, if any, who controls the Initial
Purchaser or any Holder within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act, from and against all losses, claims, damages and
liabilities (including the fees and expenses of counsel in connection with any
governmental or regulatory investigation or proceeding) caused by any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement (or any amendment thereto) pursuant to which Exchange
Securities or Registrable Securities were registered under the 1933 Act,
including all documents incorporated therein by reference, or caused by any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
caused by any untrue statement or alleged untrue statement of a material fact
contained in any Prospectus (as amended or supplemented if the Company shall
have furnished any amendments or supplements thereto), or caused by any
omission or alleged omission to state therein a material fact necessary to make
the statements therein in light of the circumstances under which they were made
not misleading, except insofar as such losses, claims, damages or liabilities
are caused by any such untrue statement or omission or alleged untrue statement
or omission relating to the Initial Purchaser or any Holder made in reliance
upon information furnished to the Company by Warburg Dillon Read LLC or any
selling Holder expressly for use therein. In connection with any Underwritten
Offering permitted by Section 3, the Company will also indemnify the
Underwriter, if any, selling brokers, dealers and similar securities industry
professionals participating in the distribution, their officers and directors
and each Person who controls such Persons (within the meaning of the 1933 Act
and the 1934 Act) to the same extent as provided above with respect to the
indemnification of the Holders, if requested in connection with any
Registration Statement.
In case any action shall be brought against the Initial Purchaser,
any Holder or any Person controlling the Initial Purchaser or any Holder based
upon any Registration Statement (or any amendment or supplement thereto) or any
Prospectus (or any amendment or supplement thereto) and in respect of which
indemnity may be sought against the Company, the Initial Purchaser, the Holder
or such Person shall promptly notify the Company in writing, and the Company,
upon the request of the Initial Purchaser, the Holder or such person shall
assume the defense thereof on behalf of the Initial Purchaser, the Holder or
controlling Person, including the employment of counsel and payment of all
expenses. In any such action, the Initial Purchaser, the Holder or any such
controlling Person shall have the right to employ its own counsel but the fees
and expenses of such counsel shall be at the expense of the Initial Purchaser,
the Holder or such controlling Person unless (i) the employment of such counsel
has been specifically
<PAGE>
16
authorized in writing by the Company or (ii) the named parties to any
such action (including any impleaded parties) include the Initial Purchaser,
the Holder or such controlling Person and the Company and the Initial
Purchaser, the Holder or such controlling Person shall have been advised by
such counsel that there may be one or more legal defenses available to it which
are different from or additional to those available to the Company (it being
understood, however, that the Company shall not, in connection with any one
such action or separate but substantially similar or related actions in the
same jurisdiction arising out of the same general allegations or circumstances,
be liable for the reasonable fees and expenses of more than one separate firm
of attorneys (in addition to one firm of local counsel) for the Initial
Purchaser, the Holder and controlling Persons, which firm shall be designated
in writing by the Initial Purchaser or the Holder and that such fees and
expenses shall be reimbursed as they are incurred). The Company shall not be
liable for indemnification (or contribution as provided below) with respect to
the settlement of any such action effected without its written consent, but if
settled with the written consent of the Company or if there be a final judgment
for the plaintiff in any such action, the Company agrees to indemnify and hold
harmless the Initial Purchaser, the Holder and any such controlling Person from
and against any loss or liability by reason of such settlement or judgment (or
to make contribution as provided below).
Each Holder agrees, severally and not jointly, to indemnify and hold
harmless the Company, the Initial Purchaser and the other selling Holders, and
each of their respective directors, officers who sign the Registration
Statement and each Person, if any, who controls the Company, the Initial
Purchaser and any other selling Holder within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing
indemnity from the Company to the Initial Purchaser and the Holders, but only
with reference to information relating to such Holder furnished by the Holder
to the Company expressly for use in any Registration Statement (or any
amendment thereto) or any Prospectus (or any amendment or supplement thereto).
In case any action shall be brought against the Company, any of its directors
or any such officer or controlling person based on any Registration Statement
(or any amendment or supplement thereto) or any Prospectus (or any amendment or
supplement thereto) and in respect of which indemnity may be sought against,
the Initial Purchaser or any Holder, shall have the rights and duties given to
the Company, and the Company, its directors or any such officer or controlling
Person shall have the rights and duties given to the Initial Purchaser or the
Selling Securityholder, as the case may be, by the preceding paragraph of this
Section 5.
If the indemnification provided for in the second paragraph of this
Section 5 is unavailable to the Initial Purchaser, any Holder or other
indemnified party in respect of any losses, claims, damages or liabilities
referred to therein, then the Company, in lieu of indemnifying such indemnified
party thereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities
(i) in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one
<PAGE>
17
hand and the Holders on the other in connection with the Registration
Statement that resulted in such losses, claims, damages, or liabilities, as
well as other relevant considerations or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company on the one hand and of the
Holders on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative benefits received by the
Company shall be deemed to be in the same proportion as the principal amount of
the Notes bears to the total underwriting commissions paid. The relative
benefits received by the Holders shall be deemed to be the value of receiving
Notes or Exchange Notes, as applicable, registered under the 1933 Act. The
relative fault of the Company and the Holders shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission to state a material fact relates to information
supplied by the Company or by the Holders and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.
The Company and each Holder agree that it would not be just or
equitable if contribution pursuant to this Section 5 were determined by pro
rata allocation or by any other method of allocation that does not take account
of the equitable considerations referred to in the two immediately preceding
paragraphs. The amount paid or payable by an indemnified party as a result of
the losses, claims, damages and liabilities referred to in such paragraphs
above shall be deemed to include, subject to the limitations set forth above,
any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 5, no Holder shall be required
to contribute any amount in excess of the amount by which the total price at
which Registrable Securities were sold by such Holder exceeds the amount of any
damages that such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.
The indemnity and contribution provisions contained in this Section 5
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
the Initial Purchaser, any Holder or any Person controlling the Initial
Purchaser or any Holder, or by or on behalf of the Company, its officers or
directors or any Person controlling the Company, (iii) acceptance of any of the
Exchange Securities and (iv) any sale of Registrable Securities pursuant to a
Shelf Registration Statement.
<PAGE>
18
6. Miscellaneous.
(a) No Inconsistent Agreements. The Company has not entered into, and
on or after the date of this Agreement will not enter into, any agreement which
is inconsistent with the rights granted to the Holders of Registrable
Securities in this Agreement or otherwise conflicts with the provisions hereof.
The rights granted to the Holders hereunder do not in any way conflict with and
are not inconsistent with the rights granted to the holders of the Company's
other issued and outstanding securities under any such agreements.
(b) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Company has obtained the written consent of Holders
of at least a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment, modification, supplement,
waiver or consent; provided, however, that no amendment, modification,
supplement, waiver or consent to any departure from the provisions of Section 5
hereof shall be effective as against any Holder of Registrable Securities
unless consented to in writing by such Holder.
(c) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder
to the Company by means of a notice given in accordance with the provisions of
this Section 6(c), which address initially is, with respect to the Initial
Purchaser, the address set forth in the Purchase Agreement; and (ii) if to the
Company, initially at the Company's address set forth in the Purchase Agreement
and thereafter at such other address, notice of which is given in accordance
with the provisions of this Section 6(c).
All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and on
the next business day if timely delivered to an air courier guaranteeing
overnight delivery.
Copies of all such notices, demands, or other communications shall be
concurrently delivered by the Person giving the same to the Trustee, at the
address specified in the Indenture.
<PAGE>
19
(d) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders; provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Registrable Securities
in violation of the terms of the Purchase Agreement. If any transferee of any
Holder shall acquire Registrable Securities, in any manner, whether by
operation of law or otherwise, such Registrable Securities shall be held
subject to all of the terms of this Agreement, and by taking and holding such
Registrable Securities such Person shall be conclusively deemed to have agreed
to be bound by and to perform all of the terms and provisions of this Agreement
and such Person shall be entitled to receive the benefits hereof. The Initial
Purchaser (in its capacity as Initial Purchaser) shall have no liability or
obligation to the Company with respect to any failure by a Holder to comply
with, or any breach by any Holder of, any of the obligations of such Holder
under this Agreement.
(e) Purchases and Sales of Securities. The Company shall not, and
shall use its best efforts to cause its affiliates (as defined in Rule 405
under the 1933 Act) not to, purchase and then resell or otherwise transfer any
Securities.
(f) Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchaser, on the other hand, and shall have the right to
enforce such agreements directly to the extent it deems such enforcement
necessary or advisable to protect its rights or the rights of Holders
hereunder.
(g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(i) Governing Law. This Agreement shall be governed by the laws of
the State of New York.
(j) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.
PSI ENERGY, INC.
By /s/ William L. Sheafer
------------------------------------
Name: William L. Sheafer
Title: Vice President and Treasurer
Confirmed and accepted as of
the date first above written:
WARBURG DILLON READ LLC
By /s/ Christopher Forshner
--------------------------------
Name: Christopher Forshner
Title: Director
By /s/ Scott Giese
--------------------------------
Name: Scott Giese
Title: Director
- -------------------------------------------------------------------------------
EXHIBIT 5.1
[LETTERHEAD OF TAFT, STETTINIUS & HOLLISTER LLP]
April 13, 1999
PSI Energy, Inc.
139 E. Fourth Street
Cincinnati, OH 45202
Dear Sirs:
In connection with the registration under the Securities Act of 1933 (the "Act")
of $50 million principal amount of 6% Putable/Callable Notes Due 2016
Putable/Callable 2001 (the "New Notes") of PSI Energy, Inc., an Indiana
corporation (the "Company"), to be issued in exchange for the Company's
outstanding 6% Putable/Callable Notes Due 2016 Putable/Callable 2001 pursuant to
(i) the Indenture dated as of November 15, 1996, as supplemented by the Fifth
Supplemental Indenture dated as of December 15, 1998 (as so supplemented, the
"Indenture"), each between the Company and Fifth Third Bank, as trustee (the
"Trustee"), and (ii) the Registration Rights Agreement dated as of December 15,
1998 (the "Registration Rights Agreement") between the Company and Warburg
Dillon Read LLC, we, as your counsel, have examined such corporate records,
certificates and other documents, and such questions of law, as we have
considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our opinion, the New
Notes have been duly authorized by the Company; and when the Securities and
Exchange Commission declares the Company's Registration Statement on Form S-4
effective and the New Notes have been duly executed, authenticated, issued and
delivered in accordance with the terms of the Registration Rights Agreement and
the Indenture, the New Notes will constitute valid and legally binding
obligations of the Company enforceable in accordance with their terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles.
The foregoing opinion is limited to the federal laws of the United States of
America and the laws of the States of Indiana and New York, and we are
expressing no opinion as to the effect of the laws of any other jurisdiction.
<PAGE>
PSI Energy, Inc. - 2 - April 13, 1999
In connection with the foregoing, we have assumed that at the time of the
issuance and delivery of the New Notes there will not have occurred any change
in law affecting the validity, legally binding character or enforceability of
the New Notes and that the issuance and delivery of the New Notes, all of the
terms of the New Notes and the performance by the Company of its obligations
thereunder will comply with applicable law and with each requirement or
restriction imposed by any court or governmental body having jurisdiction over
the Company and will not result in a default under or a breach of any agreement
or instrument then binding upon the Company.
In rendering the foregoing opinion, we have relied as to certain matters on
information obtained from public officials, officers of the Company and other
sources believed by us to be responsible, and we have assumed (i) that the
Indenture has been duly authorized, executed and delivered by the Trustee, (ii)
that the New Notes will conform to the form thereof set forth in the Indenture,
(iii) that the Trustee's certificates of authentication of the New Notes will be
manually signed by one of the Trustee's authorized officers and (iv) that the
signatures on all documents examined by us are genuine, assumptions which we
have not independently verified.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters" in the Prospectus. In giving such consent, we do not hereby admit that
we are in the category of persons whose consent is required under Section 7 of
the Act.
Very truly yours,
/s/Taft, Stettinius & Hollister LLP
TAFT, STETTINIUS & HOLLISTER LLP
EXHIBIT 12.1
PSI ENERGY, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
12 Months Ended December 31
----------------------------------------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
(Thousands, except ratios)
<S> <C> <C> <C> <C> <C>
Earnings Available
Net Income $52,038 $132,205 $125,678 $145,815 $82,192
Plus:
Income Taxes 23,147 77,380 77,191 84,102 51,678
Interest on Long-term Debt 80,259 71,638 67,001 70,577 68,862
Other Interest 11,060 13,584 14,511 15,821 15,292
Interest Component of Rents (a) 5,351 5,390 4,921 3,620 3,946
----------------------------------------------------------------------------
Total Available $171,855 $300,197 $289,302 $319,935 $221,970
============================================================================
Fixed Charges
Interest Charges $91,319 $85,222 $81,512 $86,398 $84,154
Interest Component of Rents (a) 5,351 5,390 4,921 3,620 3,946
----------------------------------------------------------------------------
Total Fixed Charges $96,670 $90,612 $86,433 $90,018 $88,100
============================================================================
Ratio of Earnings to Fixed Charges 1.78 3.31 3.35 3.55 2.52
============================================================================
</TABLE>
- --------------------
(a) Estimated interest component of rentals (1/3 of rentals was used where no
readily defined interest element could be determined).
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated January 28, 1999,
included in PSI Energy, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1998, and to all references to our Firm included in this
Registration Statement.
/S/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Cincinnati, Ohio
April 12, 1999.
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Charles J. Winger, William L. Sheafer, Cheryl M. Foley and Jerome A.
Vennemann, or any of them, the undersigned's true and lawful attorney-in-fact
and agent to execute, for and on behalf of the undersigned, Registration
Statements of PSI Energy, Inc. on Form S-3 or such appropriate form as may be
required, including any and all amendments and supplements thereto (the
"Registration Statements"), for the registration of up to an aggregate of
$400,000,000 principal amount or par value, as the case may be, of (i) first
mortgage bonds, (ii) senior unsecured indebtedness ("Senior Debentures"), (iii)
junior unsecured subordinated debentures ("Subordinated Debentures"), (iv)
securities representing undivided beneficial interests in one or more direct or
indirect limited partnerships, limited liability companies or statutory business
trusts holding Senior Debentures as assets, and/or (v) preferred securities of
one or more direct or indirect limited partnerships, limited liability companies
or statutory business trusts holding Subordinated Debentures as assets, and to
file such Registration Statements, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto the attorneys-in-fact and agents, full authority to do each act necessary
to be done, as fully to all purposes that the undersigned might do in person,
hereby ratifying all that the attorneys-in-fact and agents may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 8th day of February, 1999.
/S/ JAMES K. BAKER
------------------
James K. Baker
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Charles J. Winger, William L. Sheafer, Cheryl M. Foley and Jerome A.
Vennemann, or any of them, the undersigned's true and lawful attorney-in-fact
and agent to execute, for and on behalf of the undersigned, Registration
Statements of PSI Energy, Inc. on Form S-3 or such appropriate form as may be
required, including any and all amendments and supplements thereto (the
"Registration Statements"), for the registration of up to an aggregate of
$400,000,000 principal amount or par value, as the case may be, of (i) first
mortgage bonds, (ii) senior unsecured indebtedness ("Senior Debentures"), (iii)
junior unsecured subordinated debentures ("Subordinated Debentures"), (iv)
securities representing undivided beneficial interests in one or more direct or
indirect limited partnerships, limited liability companies or statutory business
trusts holding Senior Debentures as assets, and/or (v) preferred securities of
one or more direct or indirect limited partnerships, limited liability companies
or statutory business trusts holding Subordinated Debentures as assets, and to
file such Registration Statements, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto the attorneys-in-fact and agents, full authority to do each act necessary
to be done, as fully to all purposes that the undersigned might do in person,
hereby ratifying all that the attorneys-in-fact and agents may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 2nd day of February, 1999.
/S/ MICHAEL G. BROWNING
-----------------------
Michael G. Browning
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Charles J. Winger, William L. Sheafer, Cheryl M. Foley and Jerome A.
Vennemann, or any of them, the undersigned's true and lawful attorney-in-fact
and agent to execute, for and on behalf of the undersigned, Registration
Statements of PSI Energy, Inc. on Form S-3 or such appropriate form as may be
required, including any and all amendments and supplements thereto (the
"Registration Statements"), for the registration of up to an aggregate of
$400,000,000 principal amount or par value, as the case may be, of (i) first
mortgage bonds, (ii) senior unsecured indebtedness ("Senior Debentures"), (iii)
junior unsecured subordinated debentures ("Subordinated Debentures"), (iv)
securities representing undivided beneficial interests in one or more direct or
indirect limited partnerships, limited liability companies or statutory business
trusts holding Senior Debentures as assets, and/or (v) preferred securities of
one or more direct or indirect limited partnerships, limited liability companies
or statutory business trusts holding Subordinated Debentures as assets, and to
file such Registration Statements, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto the attorneys-in-fact and agents, full authority to do each act necessary
to be done, as fully to all purposes that the undersigned might do in person,
hereby ratifying all that the attorneys-in-fact and agents may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 5th day of February, 1999.
/S/ JOHN A. HILLENBRAND II
--------------------------
John A. Hillenbrand II
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Charles J. Winger, William L. Sheafer, Cheryl M. Foley and Jerome A.
Vennemann, or any of them, the undersigned's true and lawful attorney-in-fact
and agent to execute, for and on behalf of the undersigned, Registration
Statements of PSI Energy, Inc. on Form S-3 or such appropriate form as may be
required, including any and all amendments and supplements thereto (the
"Registration Statements"), for the registration of up to an aggregate of
$400,000,000 principal amount or par value, as the case may be, of (i) first
mortgage bonds, (ii) senior unsecured indebtedness ("Senior Debentures"), (iii)
junior unsecured subordinated debentures ("Subordinated Debentures"), (iv)
securities representing undivided beneficial interests in one or more direct or
indirect limited partnerships, limited liability companies or statutory business
trusts holding Senior Debentures as assets, and/or (v) preferred securities of
one or more direct or indirect limited partnerships, limited liability companies
or statutory business trusts holding Subordinated Debentures as assets, and to
file such Registration Statements, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto the attorneys-in-fact and agents, full authority to do each act necessary
to be done, as fully to all purposes that the undersigned might do in person,
hereby ratifying all that the attorneys-in-fact and agents may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 4th day of February, 1999.
/S/ JOHN M. MUTZ
----------------
John M. Mutz
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Charles J. Winger, William L. Sheafer, Cheryl M. Foley and Jerome A.
Vennemann, or any of them, the undersigned's true and lawful attorney-in-fact
and agent to execute, for and on behalf of the undersigned, Registration
Statements of PSI Energy, Inc. on Form S-3 or such appropriate form as may be
required, including any and all amendments and supplements thereto (the
"Registration Statements"), for the registration of up to an aggregate of
$400,000,000 principal amount or par value, as the case may be, of (i) first
mortgage bonds, (ii) senior unsecured indebtedness ("Senior Debentures"), (iii)
junior unsecured subordinated debentures ("Subordinated Debentures"), (iv)
securities representing undivided beneficial interests in one or more direct or
indirect limited partnerships, limited liability companies or statutory business
trusts holding Senior Debentures as assets, and/or (v) preferred securities of
one or more direct or indirect limited partnerships, limited liability companies
or statutory business trusts holding Subordinated Debentures as assets, and to
file such Registration Statements, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto the attorneys-in-fact and agents, full authority to do each act necessary
to be done, as fully to all purposes that the undersigned might do in person,
hereby ratifying all that the attorneys-in-fact and agents may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 9th day of February, 1999.
/S/ JACKSON H. RANDOLPH
-----------------------
Jackson H. Randolph
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Charles J. Winger, William L. Sheafer, Cheryl M. Foley and Jerome A.
Vennemann, or any of them, the undersigned's true and lawful attorney-in-fact
and agent to execute, for and on behalf of the undersigned, Registration
Statements of PSI Energy, Inc. on Form S-3 or such appropriate form as may be
required, including any and all amendments and supplements thereto (the
"Registration Statements"), for the registration of up to an aggregate of
$400,000,000 principal amount or par value, as the case may be, of (i) first
mortgage bonds, (ii) senior unsecured indebtedness ("Senior Debentures"), (iii)
junior unsecured subordinated debentures ("Subordinated Debentures"), (iv)
securities representing undivided beneficial interests in one or more direct or
indirect limited partnerships, limited liability companies or statutory business
trusts holding Senior Debentures as assets, and/or (v) preferred securities of
one or more direct or indirect limited partnerships, limited liability companies
or statutory business trusts holding Subordinated Debentures as assets, and to
file such Registration Statements, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto the attorneys-in-fact and agents, full authority to do each act necessary
to be done, as fully to all purposes that the undersigned might do in person,
hereby ratifying all that the attorneys-in-fact and agents may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 9th day of February, 1999.
/S/ JAMES E. ROGERS
-------------------
James E. Rogers
EXHIBIT 24.2
CERTIFICATE OF ASSISTANT CORPORATE SECRETARY
I, JEROME A. VENNEMANN, an Assistant Corporate Secretary of PSI Energy, Inc., an
Indiana corporation, DO HEREBY CERTIFY that the following is a true and correct
copy of a resolution duly adopted by the Board of Directors of said corporation
on October 15, 1998, and that such resolution has not been amended and is in
full force and effect on the date hereof:
RESOLVED FURTHER That each officer and director of the Corporation who may be
required to sign and execute each Registration Statement covering such
securities or amendments and supplements thereto or documents in connection
therewith (whether for or on behalf of the Corporation, or as an officer of the
Corporation, or otherwise) is hereby authorized to execute a power of attorney
appointing Charles J. Winger, Vice President and Chief Financial Officer,
William L. Sheafer, Vice President and Treasurer, Cheryl M. Foley, Vice
President, General Counsel and Corporate Secretary, and Jerome A. Vennemann,
Assistant Corporate Secretary, and each of them, severally, his or her true and
lawful attorney or attorneys to sign in his or her name, place and stead in any
such capacity such Registration Statements and any and all amendments thereto,
including amendments or supplements to the prospectus contained in such
Registration Statement or amendments thereto and the addition or amendment of
exhibits and other documents in connection therewith, and to file the same with
the Commission, each of such attorneys to have power to act with or without the
other, and to have full power and authority to do and perform, in the name and
on behalf of each of such officers and directors who shall have executed such a
power of attorney, every act whatsoever which such attorneys, or either of them,
may deem necessary or advisable to be done in connection therewith as fully and
to all intents and purposes as such officers or directors might or could do in
person.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 14th day of April,
1999.
/S/ JEROME A. VENNEMANN
-----------------------
Jerome A. Vennemann
Assistant Corporate Secretary
Exhibit 25.1
File No. ____
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Statement of Eligibility Under the
Trust Indenture Act of 1939 of a Corporation
Designated to Act as Trustee
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(B)(2)
FIFTH THIRD BANK
(Exact name of trustee as specified in its charter)
Ohio
(Jurisdiction of incorporation or organization if not a national bank)
31-0854433
(I.R.S. Employer Identification No.)
38 Fountain Square Plaza, Cincinnati, Ohio
(Address of principal executive offices)
45263
(Zip Code)
Paul L. Reynolds, 5th and Walnut Streets
Cincinnati, Ohio, 45263 (513) 579-5300
(Name, address and telephone number of agent for service)
PSI ENERGY, INC.
(Exact name of obligor as specified in its charter)
Indiana
(State or other jurisdiction of incorporation or organization)
35-0594457
(I.R.S. Employer Identification No.)
1000 East Main Street, Plainfield, Indiana
(Address of principal executive offices)
46168
(Zip Code)
6% Putable/Callable Notes due 2016; Putable/Callable 2001
(Title of the indenture securities)
Item 1. General information.
Furnish the following information as to the trustee -
<PAGE>
(a) Name and address of each examining or supervising authority
to which it is subject.
Ohio Superintendent of Banks
State Office Tower
30 E. Broad Street
Columbus, Ohio 43215
Federal Reserve Bank of Cleveland
East Sixth Street and Superior Avenue
Cleveland, Ohio 44101
Federal Deposit Insurance Corporation,
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with obligor.
If the obligor is an affiliate of the trustee, describe each
such affiliation.
None.
Items 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 14 and 15 are not applicable by virtue
of the answer to Item 13.
Item 13. Defaults by the obligor.
(a) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such default.
None.
(b) If the Trustee is a trustee under another indenture under which
any other securities, or certificates of interest or participation in any
other securities, of the obligor are outstanding, or is trustee for more than
one outstanding series of securities under the indenture, state whether there
has been a default under any such indenture or series, identify the indenture
or series affected, and explain the nature of any such default.
2
<PAGE>
None.
Item 16. List of Exhibits.
List below all exhibits filed as a part of this statement of
eligibility. (Exhibits identified in parentheses, on file with the
Commission, are incorporated herein by reference as exhibits hereto.)
(1) A copy of the Certificate of Incorporation of the trustee as
now in effect.
(2) A copy of the certificate of authority of the trustee to
commence business. (Included in Exhibit 1)
(3) A copy of the authorization of the trustee to exercise corporate
trust powers.
(4) A copy of the existing code of regulations of the trustee
incorporating amendments to date.
(5) A copy of each indenture referred to in Item 4.
(6) The consent of the trustee required by Section 321 (b) of the
Trust Indenture Act of 1939.
(7) A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.
(8) A copy of any order pursuant to which the foreign trustee is
authorized to act as sole trustee under indentures qualified
or to be qualified under the Act.
(9) Foreign trustees are required to file a consent to service of
process of Form F-X
3
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939, the trustee, Fifth Third Bank, a corporation organized and existing
under the laws of the State of Ohio, has duly caused this statement of
eligibility and qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Cincinnati and the State of
Ohio, on the 14th day of April, 1999.
FIFTH THIRD BANK
By: /s/ Kerry R. Byrne
-----------------------------------
Kerry R. Byrne,
Vice President and Trust Officer
4
<PAGE>
EXHIBIT 1
CERTIFICATE OF INCORPORATION
OF THE TRUSTEE AS NOW IN EFFECT
CERTIFICATE OF AMENDED ARTICLES OF INCORPORATION
OF
FIFTH THIRD BANK
F.K.A. The Fifth Third Bank
George A. Schaefer, Jr., President and Paul L. Reynolds, Assistant
Secretary, of the above named Ohio banking corporation do hereby certify that
in a writing signed by all the shareholders who would be entitled to notice of
a meeting held for that purpose, the following resolution to amend the
Articles was adopted:
RESOLVED, that the Articles of Incorporation, as amended, of The Fifth Third
Bank, (the "Company"), be and the same hereby are amended so that Article
First thereof shall henceforth be and read as follows:
FIRST: The name of said Corporation shall be "Fifth Third Bank'.
IN WITNESS WHEREOF, the above named officers, acting for and on
behalf of the corporation, have hereto subscribed their names this 4th day of
October 1998.
By: /s/ George A. Schaefer, Jr.
----------------------------------------
George A. Schaefer, Jr., President
By: /s/ Paul L. Reynolds
----------------------------------------
Paul L. Reynolds, Assistant Secretary
Approved this 2nd day of November, 1999.
/s/ W. Curtis Stitt
- ----------------------------------------
W. Curtis Stitt, Superintendent
Division of Financial Institutions
5
<PAGE>
CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
THE FIFTH THIRD BANK
George A. Schaefer, Jr., President and Phillip C. Long, Secretary to
The Fifth Third Bank, an Ohio banking corporation, with its principal office
located at Cincinnati, Hamilton County, Ohio, do hereby certify that a duly
called meeting of the Board of Directors held on May 18, 1993, at which a
quorum was present and at a special meeting of the shareholder on May 18,
1993, the following resolution to amend the Third Amended Articles of
Incorporation which adopted by affirmative vote of all the Directors in
attendance and by an unanimous vote of the sole shareholder.
RESOLVED, that Article FOURTH of the Third Amendment Articles of
Incorporation be and is hereby amended in its entirety to read as
follows:
FOURTH: The maximum number of shares with the corporation is
authorized to have outstanding shall be Thirty-Two Thousand (32,000)
shares with a par value of Two Thousand Two Hundred Dollars
($2,200.00) per share.
IN WITNESS WHEREOF, said George A. Schaefer, Jr., President and
Phillip C. Long, Secretary of The Fifth Third Bank, acting for and on behalf
of said corporation have hereunto subscribed their names this 18th day of May
, 1993.
/s/ George A. Schaefer, Jr.
----------------------------------
George A. Schaefer, Jr., President
Approved this 16th day of June, 1993
- ------------------------------------
/s/ Allison M. Meeks
Allison M. Meeks, Superintendent
/s/ Phillip C. Long
-----------------------------------
Phillip C. Long, Secretary
6
<PAGE>
THIRD AMENDED ARTICLES OF INCORPORATION
OF
THE FIFTH THIRD BANK
FIRST: The name of said Corporation shall be "The Fifth Third Bank".
SECOND: The place in Ohio where its principal office is to be located
is Cincinnati Hamilton County, and its principal business there transacted.
THIRD: Said Corporation is formed for the purposes of (a) receiving
on deposit or in trust, moneys, securities and other valuable property, on
such terms as may be agreed, and of doing the business of a savings bank and
of a trust company; (b) of disposing of box vaults for safekeeping of
valuables by lease or otherwise; (c) of investing and loaning the funds of the
company and those received by it on deposit or in trust; (d) of doing a
commercial banking business; and, (e) of doing the business of a special plan
bank, and in furtherance of said purposes, to exercise all the powers of which
may be lawfully exercised by a corporation formed therefore, and to do all
things necessary to incident thereto.
FOURTH: The maximum number of shares which the corporation is
authorized to have outstanding shall be Thirty-Two Thousand (32,000) shares
with a par value of One Thousand Nine Hundred Dollars ($1,900.00) per share.
FIFTH: These Amended Articles of Incorporation supersede and take the
place of the existing Articles of Incorporation.
7
<PAGE>
EXHIBIT 2
CERTIFICATE OF AUTHORITY OF THE
TRUSTEE TO COMMENCE BUSINESS
(INCLUDED IN EXHIBIT 1)
8
<PAGE>
EXHIBIT 3
A COPY OF THE AUTHORIZATION OF THE TRUSTEE
TO EXERCISE CORPORATE TRUST POWERS
[See Attached]
9
<PAGE>
STATE OF OHIO
DIVISION OF FINANCIAL INSTITUTIONS
This is to certify that Fifth Third Bank, Cincinnati, Ohio, organized under
the laws of the State of Ohio has complied with the laws relating to trust
companies under Section 1111.04 of the Ohio Revised Code and is qualified to
exercise trust powers in Ohio.
Witness my hand at Columbus, Ohio, this 1st day of March, 1999.
/s/ F. Scott O'Donnell
---------------------------
F. SCOTT O'DONNELL
Superintendent
Division of Financial
Institutions
10
<PAGE>
EXHIBIT 4
A COPY OF THE EXISTING CODE OF REGULATIONS OF THE TRUSTEE
INCORPORATING AMENDMENTS TO DATE
[See Attached]
11
<PAGE>
Code of Regulations of Fifth Third Bank
ARTICLE I
STOCKHOLDERS
Section 1. Meetings. The annual meeting of the Stockholders shall be
held at the principal office of the Company at such hour, as may be fixed in
the notice of such meeting, and on such date, not earlier than the second
Tuesday of January or later than the third Tuesday of April of each year, as
shall be fixed by the Board of Directors and communicated in writing to the
Shareholders not later than twenty (20) days prior to such meeting.
Section 2. Quorum. Stockholders, whether in person or by lawful
proxies, representing a majority in amount of the outstanding stock of the
Company, shall constitute a quorum at any stockholders' meeting. If there be
less than a majority in amount of such stock at any meeting, the meeting may
be adjourned from time to time.
ARTICLE II
DIRECTORS
Section 1. Number. The Board of Directors shall be composed of
eighteen (18) persons unless this number is changed by: (1) the Shareholders
in accordance with the laws of Ohio or (2) the vote of a majority of the
Directors in office. The Directors may increase the number to not more than
twenty-four (24) persons and may decrease the number to not less than fifteen
(15) persons. Any Director's office created by the Directors by reason of an
increase in their number may be filled by action of a majority of the
Directors in office.
Section 2. Term. Directors shall hold office until the expiration of
the term for which they were erected, and shall continue in office until their
respective successors shall have been duly elected and qualified.
Section 3. Qualifications and Compensation. No person shall serve as
a Director who is not the owner of record of at least Five Hundred ($500.00)
Dollars par value of stock of the Company. Each Director shall be entitled to
receive such compensation for attendance at meetings of the Board of Directors
of Committees thereof as the Board of Directors may, from time to time, fix.
Section 4. Replacement or Removal. Directors may be replaced or
removed as provided by Ohio Law, provided that Directors may be removed
without cause only by an affirmative vote of not less than two-thirds (2/3) of
the outstanding shares of the Company.
Section 5. Vacancies. Any vacancy occurring in the Board of
Directors may be fille by the Board of Directors until an election to fill such
vacancy is had.
Section 6. Quorum. A majority of the whole authorized number of
Directors, as the same shall be established from time to time in accordance
with Section 1 of this Code of Regulations, shall constitute a quorum for a
meeting of the Directors, except that a majority of the Directors in office
constitute a quorum for the filling of a vacancy or vacancies of the Board.
12
<PAGE>
Section 7. Election of Officers. The Board of Directors at the first
meeting after the election of Directors may elect one of its own number
Chairman of the Board and one of its own number Vice Chairman of the Board;
and it shall elect one of its own number President. It may also elect one or
more vice presidents (one or more of whom may be designated Executive Vice
President and/or Senior Vice President and/or Vice President and Trust
Officer), a Cashier, a Secretary, and a Treasurer, and it may appoint such
other officers as the Board may deem advisable. Any two of said offices may be
held by the same person. Officers so elected shall hold office during the term
of the Board by whom they are elected, subject to the power of the Board to
remove them at its discretion. They shall be bonded in such amount and with
such survey or sureties as the Board of Directors shall require.
Section 8. Meetings of the Board. Regular meetings of the Board of
Directors shall be held on the third Tuesday of each month, or at such other
times as may be determined by the Board of Directors. Except as otherwise
provided by law, any business may be transacted at any regular meeting of the
Board of Directors. Special meetings shall be held upon the call of the
Chairman of the Board, if one be elected, or by the President, or in their
absence, by a Vice President or any three (3) Directors.
Section 9. Notice of Meetings. The Secretary shall give notice of
each meeting of the Board of Directors, whether regular or special, to each
member of the Board.
Section 10. Committees.
Section 10.1 Executive Committee. The Board of Directors shall
appoint any Executive Committee consisting of at least three (3) members, all
of whom may be members of the Board of Directors, or at least one (1) of whom
shall be a Director, the remainder to be officers of the Bank. Such Executive
Committee shall serve until their successors are appointed. A majority of the
members of said Committee shall constitute a quorum. The Executive Committee
shall conduct the business of the Company and shall have all the powers of the
Board of Directors when said Board is not in session, except that of declaring
a dividend. The Secretary of the Company shall keep a record of the
Committee's proceedings, which, signed by the Chairman of the Committee, shall
be presented at the meetings of the Committee and at the meetings of the Board
of Directors.
Section 10.2 Other Committees. The Board of Directors shall appoint a
Trust Committee of which the Vice President and Trust Officer and at least
three (3) of its members who are not officers of the Company shall be members.
The Vice President and Trust Officer shall be Chairman of the Trust Committee.
In addition thereto, the Chairman of the Board, Chief Executive Officer, may
appoint such additional Committees, by and with the approval of the Board of
Directors, as may be deemed desirable or necessary.
Each such Committee, so appointed, shall have such powers and perform
such duties, not inconsistent with law, as may be delegated to it by the Board
of Directors.
13
<PAGE>
Section 11. Indemnification. The Company shall indemnify each
Director and each Officer of the Company, and each person employed by the
Company who serves at the written request of the President of the Company as a
director, trustee, officer, employee or agent of another corporation, domestic
or foreign, non-profit or for profit, partnership, joint venture, trust or
other enterprise, to the full extent permitted by Ohio law. The term "Officer"
as used in this Section shall include the Chairman of the Board and the Vice
Chairman of the Board if such offices are filled, the President, each Vice
President, the Treasurer, the Secretary, the Cashier, the Controller, the
Auditor, the Counsel and any other person who is specifically designated as an
"Officer" within the operation of this Section by action of the Board of
Directors. The Company may indemnify assistant Officers, employees and others
by action of the Board of Directors to the extent permitted by Ohio law.
ARTICLE III
OFFICERS
Section 1. Powers and Duties. The Chairman of the Board if the office
be filled, otherwise the Vice Chairman of the Board, if the office be filled,
otherwise the President shall preside at all meetings of the Stockholders, the
Board of Directors, and the supervision and control over the business of the
Company and shall serve at the pleasure of the Board of Directors. In the
absence or disability of any of the foregoing officers, their respective
duties shall be performed by the Chairman of the Board, the Vice Chairman of
the Board, the President, or by a Vice President specifically designated by
the Board of Directors, in the order named.
The Secretary, or in his absence or disability, the Assistant
Secretary, shall act, ex officio, as Secretary of all meetings of the
Stockholders, the Board of Directors and the Executive Committee. The other
officers of the Company shall have such powers and duties as usually and
customarily attach to their offices.
ARTICLE IV
CERTIFICATES OF STOCK
Section 1. Form. Certificates for shares of stock shall be signed by
the Chairman of the Board, or by the President, or by one of the Vice
Presidents, and by the Secretary or Treasurer or by the Cashier or an
Assistant Cashier, shall contain such statements as are required by law, and
shall otherwise be in such form as the Board of Directors may, from time to
time, require.
Section 2. Transfers. Shares shall be transferable on the books of
the Company by the holders thereof in person or by duly authorized attorney
upon surrender of the certificates therefor with duly executed assignment
endorsed thereon or attached thereto.
Section 3. Closing of Transfer Books. The books for transfer of the
stock of the Company shall be closed for at least five (5) days preceding the
annual meeting of stockholders, and
14
<PAGE>
may be closed by order of the Board of Directors, or Executive Committee, for
a like period before any other meeting of the Stockholders.
ARTICLE V
AMENDMENTS
These regulations may be changed, and new regulations adopted by the
assent thereto in writing of two-thirds (2/3) of the Stockholders of the
Company in number an in amount; or by a majority of such Stockholders in
number and in amount, at a meeting held for that purpose, notice of which has
been given by the President, the Secretary, or any two (2) Directors
personally or by written notice, to each Stockholders, and by publication once
a week for four (4) consecutive weeks in some newspaper of general circulation
in Hamilton County, Ohio, or in such other manner as may then be authorized by
the laws of Ohio.
15
<PAGE>
EXHIBIT 5
A COPY OF EACH INDENTURE REFERRED TO IN ITEM 4
(NOT APPLICABLE)
16
<PAGE>
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321 (B)
OF THE TRUST INDENTURE ACT OF 1939
[See Attached]
17
<PAGE>
EXHIBIT 6 TO FORM T-1
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939 in connection with the proposed issuance of Debt Securities of PSI
Energy, Inc., Fifth Third Bank hereby consents that reports of examination by
Federal, State, Territorial or District Authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therefor.
FIFTH THIRD BANK
By: /s/ Kerry R. Byrne
--------------------------------
Kerry R. Byrne,
Vice President and Trust Officer
<PAGE>
EXHIBIT 7
A COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE
PUBLISHED PURSUANT TO LAW OR THE REQUIREMENTS
OF ITS SUPERVISING OR EXAMINING AUTHORITY
[See Attached]
<PAGE>
R E P O R T O F C O N D I T I O N
Consolidated Report of Condition of FIFTH THIRD BANK of CINCINNATI, OHIO and
Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at
the close of business on December 31, 1998, published in accordance with a
call made by the Federal Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.
ASSETS
Thousands
of Dollars
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin....................................... 502,214
Interest-bearing balances............................... 996
Securities:
Held-to-maturity securities................................. 4,916
Available-for-sale securities............................... 2,853,814
Federal funds sold and securities purchased ................ //////////
under agreements to resell ............................. 325,900
Loans and lease financing receivables:
Loans and lease, net of unearned income........7,469,628
LESS: Allowance for loan and lease losses........106,477
LESS: Allocated transfer risk reserve..................0
Loans and leases, net of unearned income,
allowance, and reserve.................................. 7,363,151
Trading Assets ............................................. 8,950
Premises and fixed assets (including capitalized
leases)................................................... 138,579
Other real estate owned..................................... 1,030
Investments in unconsolidated subsidiaries and
associated companies.................................... 0
Customers' liability to this bank on
acceptances outstanding................................. 46,686
Intangible assets........................................... 70,182
Other assets................................................ 409,458
Total assets................................................ 11,727,876
<PAGE>
LIABILITIES
Deposits:
In domestic offices..................................... 5,134,343
Noninterest-bearing............................1,538,081
Interest-bearing...............................3,596,262
In foreign offices, Edge and Agreement subsidiaries,
and IBFs:............................................... 353,824
Noninterest-bearing............................. 0
Interest-bearing................................ 353,824
Federal funds purchased and securities sold under
agreements to repurchase................................ 3,742,117
Demand notes issued to the U.S. Treasury.................... 2,768
Trading liabilities......................................... 0
Other borrowed money (including mortgage indebtedness
and obligations under capitalized leases):
..............................................//////////
With a remaining maturity of one year or less........... 100,542
With a remaining maturity of more than one year
through ............................................... 202,000
With a remaining maturity of more than three
years.................................................. 0
Not applicable
Bank's liability on acceptances executed and
outstanding................................................. 47,161
Subordinated notes and debentures........................... 847,752
Other liabilities........................................... 427,687
Total liabilities........................................... 10,858,194
EQUITY CAPITAL
Perpetual preferred stock and related surplus............... 0
Common stock................................................ 70,400
Surplus..................................................... 212,048
Undivided profits and capital reserves...................... 566,331
Net unrealized holding gains (losses) on
available-for-sale securities........................... 20,902
Cumulative foreign currency translation adjustments......... 0
Total equity capital........................................ 896,628
Total liabilities and equity capital........................ 11,727,876
<PAGE>
EXHIBIT 8
A COPY OF ANY ORDER PURSUANT TO WHICH THE FOREIGN TRUSTEE IS AUTHORIZED TO ACT
AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE QUALIFIED UNDER THE ACT
(NOT APPLICABLE)
<PAGE>
EXHIBIT 9
FOREIGN TRUSTEES ARE REQUIRED TO FILE A CONSENT TO SERVICE OF
PROCESS OF FORM F-X
(NOT APPLICABLE)
D
Exhibit 99.1
LETTER OF TRANSMITTAL
Offer to Exchange
6% Putable/Callable Notes due December 14, 2016
Putable/Callable December 14, 2001
(Registered under the Securities Act of 1933)
for
All Outstanding 6% Putable/Callable Notes due December 14, 2016
Putable/Callable December 14, 2001
of
PSI ENERGY, INC.
Pursuant to the Prospectus
Dated , 1999
- --------------------------------------------------------------------------------
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON , 1999, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
FIFTH THIRD BANK
By Registered or Certified Mail: By Overnight Delivery or Hand:
Fifth Third Bank Fifth Third Bank
38 Fountain Square Plaza 38 Fountain Square Plaza
MD 1090D2-3210 MD 1090D2-3210
Cincinnati, Ohio 45263 Cincinnati, Ohio 45263
Attn: Corporate Trust Attn: Corporate Trust
Department Department
To Confirm by Telephone Facsimile Transmissions:
or for Information: (513) 744-6785
(513) 579-5132
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A
NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
<PAGE>
Capitalized terms used but not defined herein shall have the same meaning
given them in the Prospectus (as defined below).
This Letter of Transmittal is to be completed by holders of Old Notes (as
defined below) if Old Notes are to be forwarded herewith. If tenders of Old
Notes are to be made by book-entry transfer to an account maintained by Fifth
Third Bank (the "Exchange Agent") at The Depository Trust Company ("DTC")
pursuant to the procedures set forth in "The Exchange Offer--Book-Entry
Transfer" in the Prospectus and in accordance with the Automated Tender Offer
Program ("ATOP") established by DTC, a tendering holder will become bound by the
terms and conditions hereof in accordance with the procedures established under
ATOP.
Holders of Old Notes whose certificates (the "Certificates") for such Old
Notes are not immediately available or who cannot deliver their Certificates and
all other required documents to the Exchange Agent on or prior to the Expiration
Date (as defined in the Prospectus) or who cannot complete the procedures for
book-entry transfer on a timely basis, must tender their Old Notes according to
the guaranteed delivery procedures set forth in "The Exchange Offer--Guaranteed
Delivery Procedures" in the Prospectus. SEE INSTRUCTION 1. DELIVERY OF DOCUMENTS
TO DTC IN ACCORDANCE WITH ITS PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE
EXCHANGE AGENT.
2
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
<TABLE>
ALL TENDERING HOLDERS COMPLETE THIS BOX:
- -------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF OLD NOTES TENDERED
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Name(s) and address(es) of Registered Holder(s) Old Notes Tendered
(Please fill in, if blank) (attach additional list if necessary)
- -------------------------------------------------------------------------------------------------------------------
Principal Amount of
Certificate Principal Amount Old Notes Tendered
Number(s)* of Old Notes* (if less than all)**
----------------------------------------------------------
----------------------------------------------------------
----------------------------------------------------------
----------------------------------------------------------
Total Amount
Tendered
- -------------------------------------------------------------------------------------------------------------------
* Need not be completed by book-entry holders.
** Old Notes may be tendered in whole or in part in denominations of $1,000
and integral multiples thereof. All Old Notes held shall be deemed tendered
unless a lesser number is specified in this column.
</TABLE>
(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution
--------------------------------------------
DTC Account Number
--------------------------------------------------------
Transaction Code Number
---------------------------------------------------
[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s)
-----------------------------------------------
Window Ticket Number (if any)
----------------------------------------------
Date of Execution of Notice of Guaranteed Delivery
-------------------------
Name of Institution which Guaranteed
---------------------------------------
If Guaranteed Delivery is to be made By Book-Entry Transfer:
Name of Tendering Institution
----------------------------------------------
DTC Account Number
---------------------------------------------------------
Transaction Code Number
----------------------------------------------------
[ ] CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD NOTES
ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE.
3
<PAGE>
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD NOTES FOR ITS
OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES (A
"PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF
THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name:
----------------------------------------------------------------------
Address:
------------------------------------------------------------------
------------------------------------------------------------------
4
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to PSI Energy, Inc., an Indiana corporation
(the "Company"), the above described aggregate principal amount of the Company's
6% Putable/Callable Notes due December 14, 2016, Putable/Callable December 14,
2001 (the "Old Notes") in exchange for a like aggregate principal amount of the
Company's 6% Putable/Callable Notes due December 14, 2016, Putable/Callable
December 14, 2001 (the "New Notes"), upon the terms and subject to the
conditions set forth in the Prospectus dated [ ], 1999 (as the same may be
amended or supplemented from time to time, the "Prospectus"), receipt of which
is acknowledged, and in this Letter of Transmittal (which, together with the
Prospectus, constitute the "Exchange Offer"). The Exchange Offer has been
registered under the Securities Act of 1933, as amended (the "Securities Act").
Subject to and effective upon the acceptance for exchange of all or any
portion of the Old Notes tendered herewith in accordance with the terms and
conditions of the Exchange Offer (including, if the Exchange Offer is extended
or amended, the terms and conditions of any such extension or amendment), the
undersigned hereby sells, assigns and transfers to or upon the order of the
Company all right, title and interest in and to such Old Notes as are being
tendered herewith. The undersigned hereby irrevocably constitutes and appoints
the Exchange Agent as its agent and attorney-in-fact (with full knowledge that
the Exchange Agent is also acting as agent of the Company in connection with the
Exchange Offer) with respect to the tendered Old Notes, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), subject only to the right of withdrawal described in
the Prospectus, to (i) deliver Certificates for Old Notes to the Company
together with all accompanying evidences of transfer and authenticity to, or
upon the order of, the Company, upon receipt by the Exchange Agent, as the
undersigned's agent, of the Exchange Notes to be issued in exchange for such Old
Notes, (ii) present Certificates for such Old Notes for transfer, and to
transfer the Old Notes on the books of the Company, and (iii) receive for the
account of the Company all benefits and otherwise exercise all rights of
beneficial ownership of such Old Notes, all in accordance with the terms and
conditions of the Exchange Offer.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS
FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE OLD
NOTES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR EXCHANGE, THE
COMPANY WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE AND
CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THAT THE OLD
NOTES TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE CLAIMS OR PROXIES. THE
UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS
DEEMED BY THE COMPANY OR THE EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE TO
COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF THE OLD NOTES TENDERED HEREBY,
AND THE UNDERSIGNED WILL COMPLY WITH ITS OBLIGATIONS UNDER THE REGISTRATION
RIGHTS AGREEMENT. THE UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS OF THE
EXCHANGE OFFER.
The name(s) and address(es) of the registered holder(s) of the Old Notes
tendered hereby should be printed above, if they are not already set forth
above, as they appear on the Certificates representing such Old Notes. The
Certificate number(s) and the Old Notes that the undersigned wishes to tender
should be indicated in the appropriate boxes above.
If any tendered Old Notes are not exchanged pursuant to the Exchange Offer
for any reason, or if Certificates are submitted for more Old Notes than are
tendered or accepted for exchange, Certificates for such unaccepted or
nonexchanged Old Notes will be returned (or, in the case of Old Notes tendered
by book-entry transfer, such Old Notes will be credited to an account maintained
at DTC), without expense to the tendering holder, promptly following the
expiration or termination of the Exchange Offer.
The undersigned understands that tenders of Old Notes pursuant to any one
of the procedures described in "The Exchange Offer--Procedures for Tendering Old
Notes" in the Prospectus and in the instructions hereto will, upon the Company's
acceptance for exchange of such tendered Old Notes, constitute a binding
agreement between the undersigned and the Company upon the terms and subject to
the conditions of the Exchange Offer. In all cases in which a Participant elects
to accept the Exchange Offer by transmitting an express acknowledgment in
accordance with the established ATOP procedures, such Participant shall be bound
by all of the terms and conditions of this Letter of Transmittal. The
undersigned recognizes that, under certain circumstances set forth in the
Prospectus, the Company may not be required to accept for exchange any of the
Old Notes tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the New Notes be issued
in the name(s) of the undersigned or, in the case of a book-entry transfer of
Old Notes, that such New Notes be credited to the account indicated above
maintained at DTC. If applicable, substitute Certificates representing Old Notes
not exchanged or not accepted for exchange will be issued to the undersigned or,
in the case of a book-entry transfer of Old Notes, will be credited to the
account indicated above maintained at DTC. Similarly, unless otherwise indicated
under "Special Delivery Instructions," please deliver New Notes to the
undersigned at the address shown below the undersigned's signature.
5
<PAGE>
BY TENDERING OLD NOTES AND EXECUTING, OR OTHERWISE BECOMING BOUND BY, THIS
LETTER OF TRANSMITTAL, THE UNDERSIGNED HEREBY REPRESENTS AND AGREES THAT (I) THE
UNDERSIGNED IS NOT AN "AFFILIATE" OF THE COMPANY, (II) ANY NEW NOTES TO BE
RECEIVED BY THE UNDERSIGNED ARE BEING ACQUIRED IN THE ORDINARY COURSE OF ITS
BUSINESS AND (III) THE UNDERSIGNED HAS NO ARRANGEMENT OR UNDERSTANDING WITH ANY
PERSON TO PARTICIPATE IN A DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES
ACT) OF SUCH NEW NOTES. BY TENDERING OLD NOTES PURSUANT TO THE EXCHANGE OFFER
AND EXECUTING, OR OTHERWISE BECOMING BOUND BY, THIS LETTER OF TRANSMITTAL, A
HOLDER OF OLD NOTES WHICH IS A BROKER-DEALER REPRESENTS AND AGREES, CONSISTENT
WITH CERTAIN INTERPRETIVE LETTERS ISSUED BY THE STAFF OF THE DIVISION OF
CORPORATION FINANCE OF THE SECURITIES AND EXCHANGE COMMISSION TO THIRD PARTIES,
THAT (A) SUCH OLD NOTES HELD BY THE BROKER-DEALER ARE HELD ONLY AS A NOMINEE, OR
(B) SUCH OLD NOTES WERE ACQUIRED BY SUCH BROKER-DEALER FOR ITS OWN ACCOUNT AS A
RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES AND IT WILL
DELIVER THE PROSPECTUS (AS AMENDED OR SUPPLEMENTED FROM TIME TO TIME) MEETING
THE REQUIREMENTS OF THE SECURITIES ACT IN CONNECTION WITH ANY RESALE OF SUCH NEW
NOTES (PROVIDED THAT, BY SO ACKNOWLEDGING AND BY DELIVERING A PROSPECTUS, SUCH
BROKER-DEALER WILL NOT BE DEEMED TO ADMIT THAT IT IS AN "UNDERWRITER" WITHIN THE
MEANING OF THE SECURITIES ACT).
THE COMPANY HAS AGREED THAT, SUBJECT TO THE PROVISIONS OF THE REGISTRATION
RIGHTS AGREEMENT, THE PROSPECTUS, AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME
TO TIME, MAY BE USED BY A PARTICIPATING BROKER-DEALER (AS DEFINED BELOW) IN
CONNECTION WITH RESALES OF NEW NOTES RECEIVED IN EXCHANGE FOR OLD NOTES, WHERE
SUCH OLD NOTES WERE ACQUIRED BY SUCH PARTICIPATING BROKER-DEALER FOR ITS OWN
ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES, FOR
A PERIOD ENDING 90 DAYS AFTER THE EXPIRATION DATE (SUBJECT TO EXTENSION UNDER
CERTAIN LIMITED CIRCUMSTANCES DESCRIBED IN THE PROSPECTUS) OR, IF EARLIER, WHEN
ALL SUCH NEW NOTES HAVE BEEN DISPOSED OF BY SUCH PARTICIPATING BROKER-DEALER. IN
THAT REGARD, EACH BROKER DEALER WHO ACQUIRED OLD NOTES FOR ITS OWN ACCOUNT AS A
RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES (A "PARTICIPATING
BROKER-DEALER"), BY TENDERING SUCH OLD NOTES AND EXECUTING, OR OTHERWISE
BECOMING BOUND BY, THIS LETTER OF TRANSMITTAL, AGREES THAT, UPON RECEIPT OF
NOTICE FROM THE COMPANY OF THE OCCURRENCE OF ANY EVENT OR THE DISCOVERY OF ANY
FACT WHICH MAKES ANY STATEMENT CONTAINED OR INCORPORATED BY REFERENCE IN THE
PROSPECTUS UNTRUE IN ANY MATERIAL RESPECT OR WHICH CAUSES THE PROSPECTUS TO OMIT
TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED OR
INCORPORATED BY REFERENCE THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH
THEY WERE MADE, NOT MISLEADING OR OF THE OCCURRENCE OF CERTAIN OTHER EVENTS
SPECIFIED IN THE REGISTRATION RIGHTS AGREEMENT, SUCH PARTICIPATING BROKER-DEALER
WILL SUSPEND THE SALE OF NEW NOTES PURSUANT TO THE PROSPECTUS UNTIL THE COMPANY
HAS AMENDED OR SUPPLEMENTED THE PROSPECTUS TO CORRECT SUCH MISSTATEMENT OR
OMISSION AND HAS FURNISHED COPIES OF THE AMENDED OR SUPPLEMENTED PROSPECTUS TO
THE PARTICIPATING BROKER-DEALER OR THE COMPANY HAS GIVEN NOTICE THAT THE SALE OF
THE NEW NOTES MAY BE RESUMED, AS THE CASE MAY BE. IF THE COMPANY GIVES SUCH
NOTICE TO SUSPEND THE SALE OF THE NEW NOTES, IT SHALL EXTEND THE 90-DAY PERIOD
REFERRED TO ABOVE DURING WHICH PARTICIPATING BROKER-DEALERS ARE ENTITLED TO USE
THE PROSPECTUS IN CONNECTION WITH THE RESALE OF NEW NOTES BY THE NUMBER OF DAYS
DURING THE PERIOD FROM AND INCLUDING THE DATE OF THE GIVING OF SUCH NOTICE TO
AND INCLUDING THE DATE WHEN PARTICIPATING BROKER-DEALERS SHALL HAVE RECEIVED
COPIES OF THE SUPPLEMENTED OR AMENDED PROSPECTUS NECESSARY TO PERMIT RESALES OF
THE NEW NOTES OR TO AND INCLUDING THE DATE ON WHICH THE COMPANY HAS GIVEN NOTICE
THAT THE SALE OF NEW NOTES MAY BE RESUMED, AS THE CASE MAY BE.
All authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, personal representatives, trustees in bankruptcy,
legal representatives successors and assigns of the undersigned. Except as
stated in the Prospectus, this tender is irrevocable.
6
<PAGE>
HOLDER(S) SIGN HERE
(See Instructions 2, 5 and 6)
(Note: Signature(s) Must be Guaranteed if Required by Instruction 2)
Must be signed by registered holder(s) exactly as name(s) appear(s) on
Certificate(s) for the Old Notes hereby tendered or on a security position
listing, or by any person(s) authorized to become the registered holder(s) by
endorsements and documents transmitted herewith. If signature is by an
attorney-in-fact, executor, administrator, trustee, guardian, officer of a
corporation or another acting in a fiduciary or representative capacity, please
set forth the signer's full title. See Instruction 5.
- --------------------------------------------------------------------------------
(Signature(s) of Holder(s))
Date , 1999
----------------------------------------------------------------------
Name(s)
-------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please Print)
Capacity:
-----------------------------------------------------------------------
(Include Full Title)
Address
-------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone Number
--------------------------------------------------
- --------------------------------------------------------------------------------
(Tax Identification or Social Security Number(s))
GUARANTEE OF SIGNATURE(S)
(See Instructions 2 and 5)
Authorized Signature
------------------------------------------------------------
Name
----------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please Print)
Date , 1999
----------------------------------------------------------------------
Capacity or Title
---------------------------------------------------------------
Name of Firm
--------------------------------------------------------------------
Address
-------------------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone Number
--------------------------------------------------
7
<PAGE>
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 1, 5 and 6)
To be completed ONLY if the New Notes are to be issued in the name of
someone other than the registered holder of the Old Notes whose name(s)
appear(s) above.
Issue New Notes to:
Name
----------------------------------------------------------------------------
(Please Print)
- --------------------------------------------------------------------------------
Address
-------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Include Zip Code)
- --------------------------------------------------------------------------------
(Taxpayer Identification or
Social Security Number)
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5 and 6)
To be completed ONLY if New Notes are to be sent to someone other than the
registered holder of the Old Notes whose name(s) appear(s) above, or to such
registered holder(s) at an address other than that shown above.
Issue New Notes To:
Name
----------------------------------------------------------------------------
(Please Print)
- --------------------------------------------------------------------------------
Address
-------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Include Zip Code)
- --------------------------------------------------------------------------------
(Taxpayer Identification or
Social Security Number)
8
<PAGE>
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal is to be completed if Certificates are to
be forwarded herewith. If tenders are to be made pursuant to the procedures for
tender by book-entry transfer set forth in "The Exchange Offer--Book- Entry
Transfer" in the Prospectus and in accordance with ATOP established by DTC, a
tendering holder will become bound by the terms and conditions hereof in
accordance with the procedures established under ATOP. Certificates, or timely
confirmation of a book-entry transfer of such Old Notes into the Exchange
Agent's account at DTC, as well as this Letter of Transmittal (or facsimile
thereof), if required, properly completed and duly executed, with any required
signature guarantees, and any other documents required by this Letter of
Transmittal, must be received by the Exchange Agent at one of its addresses set
forth herein on or prior to the Expiration Date. Old Notes may be tendered in
whole or in part in the principal amount of $1,000 and integral multiples of
$1,000.
Holders who wish to tender their Old Notes and (i) whose Old Notes are not
immediately available or (ii) who cannot deliver their Old Notes, this Letter of
Transmittal and all other required documents to the Exchange Agent on or prior
to the Expiration Date or (iii) who cannot complete the procedures for delivery
by book-entry transfer on a timely basis, may tender their Old Notes by properly
completing and duly executing a Notice of Guaranteed Delivery pursuant to the
guaranteed delivery procedures set forth in "The Exchange Offer--Guaranteed
Delivery Procedures" in the Prospectus. Pursuant to such procedures: (i) such
tender must be made by or through an Eligible Institution (as defined below);
(ii) a properly completed and duly executed Letter of Transmittal (or facsimile)
thereof and Notice of Guaranteed Delivery, substantially in the form made
available by the Company, must be received by the Exchange Agent on or prior to
the Expiration Date; and (iii) the Certificates (or a book-entry confirmation
(as defined in the Prospectus)) representing all tendered Old Notes, in proper
form for transfer, together with a Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, with any required signature guarantees and
any other documents required by this Letter of Transmittal, must be received by
the Exchange Agent within five New York Stock Exchange trading days after the
date of execution of such Notice of Guaranteed Delivery, all as provided in "The
Exchange Offer--Guaranteed Delivery Procedures" in the Prospectus.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by telegram, telex, facsimile or mail to the Exchange Agent, and must include a
guarantee by an Eligible Institution in the form set forth in such Notice. For
Old Notes to be properly tendered pursuant to the guaranteed delivery procedure,
the Exchange Agent must receive a Notice of Guaranteed Delivery on or prior to
the Expiration Date. As used herein and in the Prospectus, "Eligible
Institution" means a firm which is a member of a registered national securities
exchange or a member of the National Association of Securities Dealers, Inc. or
a commercial bank or trust company having an office or correspondent in the
United States.
THE METHOD OF DELIVERY OF OLD NOTES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDER. IF
SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, BE USED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. NO LETTERS OF TRANSMITTAL OR OLD
NOTES SHOULD BE SENT TO THE COMPANY.
The Company will not accept any alternative, conditional or contingent
tenders. Each tendering holder, by execution of a Letter of Transmittal (or
facsimile thereof), or any Agent's Message in lieu thereof, waives any right to
receive any notice of the acceptance of such tender.
2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of
Transmittal is required if:
(i) this Letter of Transmittal is signed by the registered holder
(which term, for purposes of this document, shall include any participant
in DTC whose name appears on a security position listing as the owner of
the Old Notes) of Old Notes tendered herewith, unless such holder(s) has
completed either the box entitled "Special Issuance Instructions" or the
box entitled "Special Delivery Instructions" above, or
9
<PAGE>
(ii) such Old Notes are tendered for the account of a firm that is an
Eligible Institution.
In all other cases, an Eligible Institution must guarantee the signature(s)
on this Letter of Transmittal. See Instruction 5.
3. INADEQUATE SPACE. If the space provided in the box captioned
"Description of Old Notes" is inadequate, the Certificate number(s) and/or the
principal amount of Old Notes and any other required information should be
listed on a separate signed schedule which is attached to this Letter of
Transmittal.
4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Old Notes will be
accepted only in the principal amount of $1,000 and integral multiples thereof.
If less than all the Old Notes evidenced by any Certificate submitted are to be
tendered, fill in the principal amount of Old Notes which are to be tendered in
the box entitled "Principal Amount of Old Notes Tendered (if less than all)." In
such case, new Certificate(s) for the remainder of the Old Notes that were
evidenced by your old Certificate(s) will only be sent to the holder of the Old
Note, promptly after the Expiration Date. All Old Notes represented by
Certificates delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated.
Except as otherwise provided herein, tenders of Old Notes may be withdrawn
at any time on or prior to the Expiration Date. In order for a withdrawal to be
effective on or prior to that time, a written notice of withdrawal must be
timely received by the Exchange Agent at one of its addresses set forth above or
in the Prospectus on or prior to the Expiration Date. Any such notice of
withdrawal must specify the name of the person who tendered the Old Notes to be
withdrawn, identify the Old Notes to be withdrawn (including the principal
amount of such Old Notes) and (where Certificates for Old Notes have been
transmitted) specify the name in which such Old Notes are registered, if
different from that of the withdrawing holder. If Certificates for the Old Notes
have been delivered or otherwise identified to the Exchange Agent, then prior to
the release of such Certificates, the withdrawing holder must submit the serial
numbers of the particular certificates for the Old Notes to be withdrawn and a
signed notice of withdrawal with signatures guaranteed by an Eligible
Institution, unless such holder is an Eligible Institution. If Old Notes have
been tendered pursuant to the procedures for book-entry transfer set forth in
the Prospectus under "The Exchange Offer--Book-Entry Transfer," any notice of
withdrawal must specify the name and number of the account at DTC to be credited
with the withdrawal of Old Notes and otherwise comply with the procedures of
such facility. Old Notes properly withdrawn will not be deemed validly tendered
for purposes of the Exchange Offer, but may be retendered at any time on or
prior to the Expiration Date by following one of the procedures described in the
Prospectus under "The Exchange Offer--Procedures for Tendering Old Notes."
All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by the Company, whose
determination shall be final and binding on all parties. Any Old Notes which
have been tendered for exchange but which are not exchanged for any reason will
be returned to the holder thereof without cost to such holder (or, in the case
of Old Notes tendered by book-entry transfer into the Exchange Agent's account
at DTC pursuant to the book-entry procedures described in the Prospectus under
"The Exchange Offer--Book-Entry Transfer" such Old Notes will be credited to an
account maintained with DTC for the Old Notes) as soon as practicable after
withdrawal, rejection of tender or termination of the Exchange Offer.
5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Old
Notes tendered hereby, the signature(s) must correspond exactly with the name(s)
as written on the face of the Certificate(s) without alteration, enlargement or
any change whatsoever.
If any of the Old Notes tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Old Notes are registered in different names on several
Certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal (or facsimiles thereof) as there are different
registrations of Certificates.
10
<PAGE>
If this Letter of Transmittal or any Certificates or powers of attorney are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing and, unless waived by the
Company, proper evidence satisfactory to the Company of such persons' authority
to so act must be submitted.
When this Letter of Transmittal is signed by the registered holder(s) of
the Old Notes listed and transmitted hereby, no endorsement(s) of Certificate(s)
or written instrument or instruments of transfer or exchange are required unless
New Notes are to be issued in the name of a person other than the registered
holder(s). Signature(s) on such Certificate(s) or written instrument or
instruments of transfer or exchange must be guaranteed by an Eligible
Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Old Notes listed, the Certificates must be endorsed
or accompanied by a written instrument or instruments of transfer or exchange,
in satisfactory form as determined by the Company in its sole discretion and
executed by the registered holder(s), in either case signed exactly as the name
or names of the registered holder(s) appear(s) on the Certificates. Signatures
on such Certificates or written instrument or instruments of transfer or
exchange must be guaranteed by an Eligible Institution.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If New Notes are to be
issued in the name of a person other than the signer of this Letter of
Transmittal, or if New Notes are to be sent to someone other than the signer of
this Letter of Transmittal or to an address other than that shown above, the
appropriate boxes on this Letter of Transmittal should be completed.
Certificates for Old Notes not exchanged will be returned by mail or, if
tendered by book-entry transfer, by crediting the account indicated above
maintained at DTC. See Instruction 4.
7. IRREGULARITIES. The Company will determine, in its sole discretion, all
questions as to the form, validity, eligibility (including time of receipt) and
acceptance for exchange of any tender of Old Notes, which determination shall be
final and binding. The Company reserves the absolute right to reject any and all
tenders of any particular Old Notes not properly tendered or to not accept any
particular Old Notes which acceptance might, in the judgment of the Company or
its counsel, be unlawful. The Company also reserves the absolute right, in its
sole discretion, to waive any defects or irregularities or conditions of the
Exchange Offer as to any particular Old Notes either before or after the
Expiration Date (including the right to waive the ineligibility of any holder
who seeks to tender Old Notes in the Exchange Offer). The interpretation of the
terms and conditions of the Exchange Offer as to any particular Old Notes either
before or after the Expiration Date (including the Letter of Transmittal and the
instructions thereto) by the Company shall be final and binding on all parties.
Unless waived, any defects or irregularities in connection with the tender of
Old Notes for exchange must be cured within such reasonable period of time as
the Company shall determine. Neither the Company, the Exchange Agent nor any
other person shall be under any duty to give notification of any defect or
irregularity with respect to any tender of Old Notes for exchange, nor shall any
of them incur any liability for failure to give such notification.
8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions and
requests for assistance may be directed to the Exchange Agent at its address and
telephone number set forth on the front of this Letter of Transmittal.
Additional copies of the Prospectus, the Notice of Guaranteed Delivery and the
Letter of Transmittal may be obtained from the Exchange Agent or from your
broker, dealer, commercial bank, trust company or other nominee.
9. LOST, DESTROYED OR STOLEN CERTIFICATES. If any Certificate(s)
representing Old Notes have been lost, destroyed or stolen, the holder should
promptly notify the Exchange Agent. The holder will then be instructed as to the
steps that must be taken in order to replace the Certificate(s). This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost, destroyed or stolen Certificate(s) have been followed.
10. SECURITY TRANSFER TAXES. Holders who tender their Old Notes for
exchange will not be obligated to pay any transfer taxes in connection
therewith, except that holders who instruct the Company to register New Notes in
the name of or request that Old Notes not tendered or not accepted in the
Exchange Offer to be returned to, a person other than the registered tendering
holder will be responsible for the payment of any applicable transfer tax
thereon.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF),
11
<PAGE>
OR AN AGENT'S MESSAGE IN LIEU THEREOF, AND ALL OTHER REQUIRED
DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT
ON OR PRIOR TO THE EXPIRATION DATE.
12
Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
Offer to Exchange
6% Putable/Callable Notes due December 14, 2016
Putable/Callable December 14, 2001
(Registered under the Securities Act of 1933)
for
All Outstanding 6% Putable/Callable Notes due December 14, 2016
Putable/Callable December 14, 2001
of
PSI Energy, Inc.
This Notice of Guaranteed Delivery or one substantially equivalent
hereto must be used to accept the Exchange Offer (as defined below) if (i)
certificates for the Company's (as defined below) 6% Putable/Callable Notes due
December 14, 2016, Putable/Callable December 14, 2001 (the "Old Notes") are not
immediately available, (ii) Old Notes, the Letter of Transmittal and any other
documents required by the Letter of Transmittal cannot be delivered to Fifth
Third Bank (the "Exchange Agent") on or prior to the Expiration Date (as defined
in the Prospectus referred to below) or (iii) the procedures for book-entry
transfer cannot be completed on a timely basis. This Notice of Guaranteed
Delivery may be delivered by hand or sent by facsimile transmission, overnight
courier, telex, telegram or mail to the Exchange Agent. See "The Exchange Offer
- - Guaranteed Delivery Procedures" in the Prospectus dated , 1999
(which, together with the related Letter of Transmittal, constitutes the
"Exchange Offer") of PSI Energy, Inc., an Indiana corporation (the "Company").
The Exchange Agent for the Exchange Offer is:
FIFTH THIRD BANK
<TABLE>
<S> <C> <C>
By Hand or Overnight Delivery: Facsimile Transmissions: By Registered Or
(Eligible Institutions Only) Certified Mail:
Fifth Third Bank Fifth Third Bank
38 Fountain Square Plaza (513) 744-6785 38 Fountain Square Plaza
MD 1090D2-3210 MD 1090D2-3210
Cincinnati, Ohio 45263 To Confirm by Telephone Cincinnati, Ohio 45263
or for Information Call:
Attention: Corporate Trust Attention: Corporate Trust
Department (513) 579-5132 Department
</TABLE>
1
<PAGE>
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA A
FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED ON THE LETTER
OF TRANSMITTAL.
2
<PAGE>
THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
(Not to be used for Signature Guarantee)
The undersigned, a firm which is a member of a registered national
securities exchange or a member of the National Association of Securities
Dealers, Inc. or a commercial bank or trust company having an office or
correspondent in the United States, hereby guarantees to deliver to the Exchange
Agent, at one of its addresses set forth above, either the certificates for all
physically tendered Old Notes, in proper form for transfer, or confirmation of
the book-entry transfer of such Old Notes to the Exchange Agent's account at The
Depository Trust Company ("DTC"), pursuant to the procedures for book-entry
transfer set forth in the Prospectus, in either case together with one or more
properly completed and duly executed Letter(s) of Transmittal (or facsimile
thereof) and any other documents required by such Letter of Transmittal, within
five New York Stock Exchange trading days after the date of execution of this
Notice of Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal and the Old Notes tendered hereby to the Exchange Agent within the
time period set forth above and that failure to do so could result in a
financial loss to the undersigned.
Name of Firm:______________________ ______________________________
(Authorized Signature)
Address:___________________________ Title:________________________
___________________________________ Name:_________________________
(Zip Code) (Please type or print)
Area Code and Telephone Number: Date:_________________________
___________________________________
NOTE: DO NOT SEND OLD NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. ACTUAL
SURRENDER OF OLD NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A
PROPERLY COMPLETED AND FULLY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER
REQUIRED DOCUMENTS.
3
Exhibit 99.3
Offer to Exchange
6% Putable/Callable Notes due December 14, 2016
Putable/Callable December 14, 2001
(Registered Under The Securities Act of 1933)
for Any and All Outstanding
6% Putable/Callable Notes due December 14, 2016
Putable/Callable December 14, 2001
of
PSI Energy, Inc.
To Our Clients:
We are enclosing herewith a Prospectus, dated , 1999, of PSI
Energy, Inc., an Indiana corporation (the "Company"), and a related Letter of
Transmittal (which together constitute the "Exchange Offer") relating to the
offer by the Company to exchange its 6% Putable/Callable Notes due December
14, 2016, Putable/Callable December 14, 2001 (the "New Notes"), pursuant to an
offering registered under the Securities Act of 1933, as amended (the
"Securities Act"), for a like principal amount of its issued and outstanding
6% Putable/Callable Notes due December 14, 2016, Putable/Callable December 14,
2001 (the "Old Notes") upon the terms and subject to the conditions set forth
in the Exchange Offer.
Please note that the Exchange Offer will expire at 5:00 p.m., New
York City time, on , 1999, unless extended.
The Exchange Offer is not conditioned upon any minimum number of Old
Notes being tendered.
We are the holder of record and/or participant in the book-entry
transfer facility of Old Notes held by us for your account. A tender of such
Old Notes can be made only by us as the record holder and/or participant in
the book-entry transfer facility and pursuant to your instructions. The Letter
of Transmittal is furnished to you for your information only and cannot be
used by you to tender Old Notes held by us for your account.
We request instructions as to whether you wish to tender any or all
of the Old Notes held by us for your account pursuant to the terms and
conditions of the Exchange Offer. We also request that you confirm that we may
on your behalf make the representations contained in the Letter of
Transmittal.
<PAGE>
Pursuant to the Letter of Transmittal, each holder of Old Notes will
represent to the Company that (i) the holder is not an "affiliate" of the
Company, (ii) any New Notes to be received by the holder are being acquired in
the ordinary course of its business and (iii) the holder has no arrangement or
understanding with any person to participate in a distribution (within the
meaning of the Securities Act) of such New Notes. If the tendering holder is a
broker-dealer that will receive New Notes for its own account in exchange for
Old Notes, we will represent on behalf of such broker-dealer that the Old Notes
to be exchanged for the New Notes were acquired by it as a result of
market-making activities or other trading activities, and acknowledge on behalf
of such broker-dealer that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such New
Notes. By acknowledging that it will deliver and by delivering a prospectus
meeting the requirements of the Securities Act in connection with any resale of
such New Notes, such broker-dealer is not deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
Very truly yours,
2
Exhibit 99.4
Offer to Exchange
6% Putable/Callable Notes due December 14, 2016
Putable/Callable December 14, 2001
(Registered under the Securities Act of 1933)
for Any and All Outstanding 6% Putable/Callable Notes due December 14, 2016
Putable/Callable December 14, 2001
of
PSI ENERGY, INC.
To Registered Holders and The Depository
Trust Company Participants:
We are enclosing herewith the materials listed below relating to the
offer by PSI Energy, Inc., an Indiana corporation (the "Company"), to exchange
its 6% Putable/Callable Notes due December 14, 2016, Putable/Callable December
14, 2001(the "New Notes"), pursuant to an offering registered under the
Securities Act of 1933, as amended (the "Securities Act"), for a like
principal amount of its issued and outstanding 6% Putable/Callable Notes due
December 14, 2016, Putable/Callable December 14, 2001 (the "Old Notes") upon
the terms and subject to the conditions set forth in the Company's Prospectus,
dated , 1999, and the related Letter of Transmittal (which together
constitute the "Exchange Offer").
Enclosed herewith are copies of the following documents:
1. Prospectus dated , 1999;
2. Letter of Transmittal;
3. Notice of Guaranteed Delivery;
4. Instruction to Registered Holder and/or Book-Entry Transfer
Participant from Owner; and
5. Letter which may be sent to your clients for whose account you
hold Old Notes in your name or in the name of your nominee, to
accompany the instruction form referred to above, for obtaining
such client's instruction with regard to the Exchange Offer.
1
<PAGE>
We urge you to contact your clients promptly. Please note that the
Exchange Offer will expire at 5:00 p.m., New York City time, on [ ], 1999
unless extended.
The Exchange Offer is not conditioned upon any minimum number of Old
Notes being tendered.
Pursuant to the Letter of Transmittal, each holder of Old Notes will
represent to the Company that (i) the holder is not an "affiliate" of the
Company, (ii) any New Notes to be received by it are being acquired in the
ordinary course of its business and (iii) the holder has no arrangement or
understanding with any person to participate in a distribution (within the
meaning of the Securities Act) of such New Notes. If the tendering holder is a
broker-dealer that will receive New Notes for its own account in exchange for
Old Notes, you will represent on behalf of such broker-dealer that the Old
Notes to be exchanged for the New Notes were acquired by it as a result of
market-making activities or other trading activities, and acknowledge on
behalf of such broker-dealer that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such New
Notes. By acknowledging that it will deliver and by delivering a prospectus
meeting the requirements of the Securities Act in connection with any resale
of such New Notes, such broker-dealer is not deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
The enclosed Instruction to Registered Holder and/or Book-Entry
Transfer Participant from Owner contains an authorization by the beneficial
owners of the Old Notes for you to make the foregoing representations.
The Company will not pay any fee or commission to any broker or
dealer or to any other persons (other than the Exchange Agent) in connection
with the solicitation of tenders of Old Notes pursuant to the Exchange Offer.
The Company will pay or cause to be paid any transfer taxes payable on the
transfer of Old Notes to it, except as otherwise provided in Instruction 10 of
the enclosed Letter of Transmittal.
Additional copies of the enclosed material may be obtained from the
undersigned.
Very truly yours,
FIFTH THIRD BANK
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE
AGENT OF PSI ENERGY, INC. OR FIFTH THIRD BANK OR AUTHORIZE YOU TO USE ANY
DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE EXCHANGE
OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED
THEREIN.
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Exhibit 99.5
INSTRUCTION TO REGISTERED HOLDER AND/OR
BOOK-ENTRY TRANSFER FACILITY PARTICIPANT FROM OWNER
OF
PSI ENERGY, INC.
6% Putable/Callable Notes due December 14, 2016
Putable/Callable December 14, 2001
To Registered Holder and/or Participant of the Book-Entry Transfer
Facility:
The undersigned hereby acknowledges receipt of the Prospectus dated
, 1999 (the "Prospectus") of PSI Energy, Inc., an Indiana corporation
(the "Company"), and the accompanying Letter of Transmittal (the "Letter of
Transmittal"), that together constitute the Company's offer (the "Exchange
Offer"). Capitalized terms used but not defined herein have the meaning as
ascribed to them in the Prospectus.
This will instruct you, the registered holder and/or book-entry
transfer facility participant, as to the action to be taken by you relating to
the Exchange Offer with respect to the Old Notes held by you for the account
of the undersigned.
The aggregate face amount of the Old Notes held by you for the
account of the undersigned is (fill in amount):
$___________ of the 6% Putable/Callable Notes due December 14, 2016,
Putable/Callable December 14, 2001.
With respect to the Exchange Offer, the undersigned hereby instructs
you (check appropriate box):
|_| To TENDER the following Old Notes held by you for the account of the
undersigned (insert principal amount of Old Notes to be tendered, if any):
$___________ of the 6% Putable/Callable Notes due December 14, 2016,
Putable/Callable December 14, 2001.
<PAGE>
[ ] NOT to TENDER any Old Notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender the Old Notes held by you
for the account of the undersigned, it is understood that you are authorized
to make, on behalf of the undersigned (and the undersigned, by its signature
below, hereby makes to you), the representations and warranties contained in
the Letter of Transmittal that are to be made with respect to the undersigned
as a beneficial owner, including but not limited to the representations, that
(i) the holder is not an "affiliate" of the Company, (ii) any New Notes to be
received by the holder are being acquired in the ordinary course of its
business and (iii) the holder has no arrangement or understanding with any
person to participate in a distribution (within the meaning of the Securities
Act) of such New Notes. If the undersigned is a broker-dealer that will
receive New Notes for its own account in exchange for Old Notes, it represents
that such Old Notes were acquired as a result of market-making activities or
other trading activities, and it acknowledges that it will deliver a
prospectus meeting the requirements of the Securities Act in connection with
any resale of such New Notes. By acknowledging that it will deliver and by
delivering a prospectus meeting the requirements of the Securities Act in
connection with any resale of such New Notes, such broker-dealer is not deemed
to admit that it is an "underwriter" within the meaning of the Securities Act
of 1933, as amended.
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<PAGE>
SIGN HERE
Name of beneficial owner(s):
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Signature(s):
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Name(s) (please print):
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Address:
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Telephone Number:
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Taxpayer Identification or Social Security Number:
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Date:
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