<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON , 1999
REGISTRATION NO. 333-
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
PSI ENERGY, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
INDIANA 35-0594457
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
------------------------
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)
--------------------------
WILLIAM L. SHEAFER
VICE PRESIDENT AND TREASURER
PSI ENERGY, INC.
139 EAST FOURTH STREET
CINCINNATI, OHIO 45202
(513) 421-9500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------------
COPIES TO:
<TABLE>
<S> <C>
RONAL R. NEWBANKS, ESQ. CHARLES S. WHITMAN, III, ESQ.
Taft, Stettinius & Hollister LLP Davis Polk & Wardwell
1800 Firstar Tower 450 Lexington Avenue
Cincinnati, OH 45202 New York, NY 10017
(Counsel for the Registrant) (Counsel for the Underwriters)
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED UNIT(1) PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Debt Securities..................... $665,000,000 100% $665,000,000 $184,870
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
------------------------
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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<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.
<PAGE>
SUBJECT TO COMPLETION, DATED , 1999
PROSPECTUS
PSI ENERGY, INC.
--------
$665,000,000
DEBT SECURITIES
--------------
WE WILL PROVIDE THE SPECIFIC TERMS OF THESE SECURITIES IN SUPPLEMENTS TO THIS
PROSPECTUS. YOU SHOULD READ THIS PROSPECTUS AND THE
SUPPLEMENTS CAREFULLY BEFORE YOU
INVEST.
-----------------
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.
THE DATE OF THIS PROSPECTUS IS , 1999
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission (the "Commission") utilizing a "shelf"
registration process. Under this shelf process, we may, from time to time, sell
any combination of the securities described in this prospectus in one or more
offerings up to a total dollar amount of $700,000,000. This prospectus provides
you with a general description of the securities we may offer. Each time we sell
securities, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may also
add, update or change information contained in this prospectus. You should read
both this prospectus and any prospectus supplement together with additional
information described under the heading "Where You Can Find More Information".
In this prospectus, unless the context indicates otherwise, the words "PSI,"
"we," "our," "ours" and "us" refer to PSI Energy, Inc.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Commission. You may read and copy any document that we file
at the Public Reference Room of the Commission 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 Commission at 1-800-SEC-0330. You may also
read our filings at the regional offices of the Commission 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 Commission's home
page at http://www.sec.gov.
This prospectus is part of a registration statement on Form S-3 filed with
the Commission under the Securities Act of 1933 (the "Securities Act"). It does
not contain all of the information that is important to you. You should read the
registration statement for further information with respect to PSI and the debt
securities. Statements contained in this prospectus concerning the provisions of
any document filed as an exhibit to the registration statement or otherwise
filed with the Commission highlights selected information, and in each instance
reference is made to the copy of the document filed.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Our Annual Report on Form 10-K for the year ended December 31, 1998 and
Quarterly Report on Form 10-Q for the quarter ended March 31, 1999, filed
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), are
incorporated into this prospectus by reference.
We also incorporate by reference any filings made with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this prospectus and until we sell all of the debt securities. 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>
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.
USE OF PROCEEDS
Unless otherwise set forth in a prospectus supplement, the net proceeds from
the sale of the debt securities will be used for general corporate purposes
including repayment of debt and construction costs.
SELECTED FINANCIAL 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 for the percents.
<TABLE>
<CAPTION>
THREE MONTHS YEAR ENDED DECEMBER 31,
ENDED MARCH 31, ----------------------------------
1999 1998(1) 1997 1996
--------------- ---------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Operating Revenues....... $ 482,465 $2,403,038 $1,960,395 $1,331,962
Operating Income......... 86,067 161,244 289,415 278,956
Net Income............... 39,841 52,038 132,205 125,678
Preferred Dividend
Requirement............ 1,150 5,659 11,701 12,537
--------------- ---------- ---------- ----------
Net Income Applicable to
Common Stock........... $ 38,691 $ 46,379 $ 120,504 $ 113,141
--------------- ---------- ---------- ----------
--------------- ---------- ---------- ----------
</TABLE>
- ------------------------
Notes:
(1) The period reflects charges against income relating to:
- 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
- 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.
3
<PAGE>
<TABLE>
<CAPTION>
OUTSTANDING OUTSTANDING
MARCH 31, 1999 DECEMBER 31, 1998
-------------------------- --------------------------
% OF % OF
AMOUNT CAPITALIZATION AMOUNT CAPITALIZATION
---------- -------------- ---------- --------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Long-term Debt........... $1,020,093 48.4% $1,025,659 49.4%
Cumulative Preferred
Stock Not Subject to
Mandatory Redemption... 71,919 3.4 71,923 3.5%
Common Stock Equity...... 1,014,326 48.2 975,648 47.1%
---------- ----- ---------- -----
Total Capitalization... $2,106,338 100.0% $2,073,230 100.0%
---------- ----- ---------- -----
---------- ----- ---------- -----
</TABLE>
RATIO OF EARNINGS TO FIXED CHARGES
Listed below is the ratio of earnings to fixed charges for the three months
ended March 31, 1999 and for each year of the five year period ended December
31, 1998.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED YEAR ENDED DECEMBER 31,
MARCH 31 -----------------------------------------------------
1999 1998 1997 1996 1995 1994
----------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to
Fixed Charges............ 3.78 1.78 3.31 3.35 3.55 2.52
</TABLE>
For the purpose of computing the ratio of earnings to fixed charges,
earnings consist of pre-tax income from continuing operations plus fixed
charges. Fixed charges consist of:
- interest expense;
- amortized premiums, discounts and capitalized expenses related to
indebtedness; and
- an estimate of the interest within rental expense.
DESCRIPTION OF DEBT SECURITIES
This prospectus describes certain general terms and provisions of the debt
securities. When we offer to sell a particular series of debt securities, we
will describe the specific terms for the debt securities in a supplement to this
prospectus. The prospectus supplement will also indicate whether the general
terms and provisions described in this prospectus apply to a particular series
of debt securities. The debt securities will be issued under the Indenture dated
as of November 15, 1996 between us and Fifth Third Bank, as Trustee.
We have summarized certain terms and provisions of the Indenture. The
summary is not complete. The Indenture has been incorporated by reference as an
exhibit to the registration statement of which this prospectus forms a part. You
should read the Indenture for the provisions which may be important to you.
Capitalized terms used in this summary have the meanings specified in the
Indenture. The Indenture is subject to and governed by the Trust Indenture Act
of 1939, as amended.
GENERAL
The Indenture allows us to issue debt securities in an unlimited amount from
time to time.
The debt securities will be unsecured obligations of PSI.
The relevant prospectus supplement will describe the terms of any debt
securities being offered, including:
- the title of the debt securities;
- any limit on the aggregate principal amount of the debt securities;
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<PAGE>
- the date or dates on which the principal of any of the debt securities
will be payable;
- the rate or rates at which any of the debt securities will bear interest,
if any;
- the date from which interest, if any, on the debt securities will accrue,
the dates on which interest, if any, will be payable, the date on which
payment of interest, if any, will commence, and the record dates for any
interest payments;
- the right, if any, to extend interest payment periods and the duration of
any extension;
- any redemption, repayment or sinking fund provisions;
- the place or places where the principal of and any premium and interest on
any of the debt securities will be payable;
- the denominations in which any of the debt securities will be issuable;
- the index, if any, with reference to which the amount of principal of or
any premium or interest on the debt securities will be determined;
- any addition to or change in the events of default applicable to any of
the debt securities and any change in the right of the Trustee or the
holders to declare the principal amount of any of the debt securities due
and payable;
- any addition to or change in the covenants in the Indenture;
- the applicability of or any change in the subordination provisions of the
Indenture for a series of debt securities; and
- any other terms of the debt securities inconsistent with the provisions of
the Indenture.
SUBORDINATION OF CERTAIN DEBT SECURITIES
The Indenture provides that one or more series of debt securities (the
"Junior Subordinated Securities") may be subordinate and subject in right of
payment to the prior payment in full of all Senior Debt of the Company. (Section
1401).
No payment of principal of (including redemption and sinking fund payments),
premium, if any, or interest on, the Junior Subordinated Securities may be made
if any Senior Debt is not paid when due, any default has not been cured or
waived, or if the maturity of any Senior Debt has been accelerated because of a
default. (Section 1402). Upon any distribution of assets of the Company to
creditors upon any dissolution, winding-up, liquidation or reorganization,
whether voluntary or involuntary or in bankruptcy, insolvency, receivership or
other proceedings, all principal of, and premium, if any, and interest due or to
become due on, all Senior Debt must be paid in full before the holders of the
Junior Subordinated Securities are entitled to receive or retain any payment.
(Section 1403). The rights of the holders of the Junior Subordinated Securities
will be subrogated to the rights of the holders of Senior Debt to receive
payments or distributions applicable to Senior Debt. (Section 1404).
The term "Senior Debt" means the principal of, premium, if any, interest on
and any other payment due pursuant to any of the following, whether outstanding
at the date of execution of the Indenture or thereafter incurred, created or
assumed:
(a) all indebtedness of the Company evidenced by notes, debentures,
bonds, or other securities sold by the Company for money, excluding Junior
Subordinated Securities, but including all first mortgage bonds of the
Company outstanding from time to time;
(b) all indebtedness of others of the kinds described in the preceding
clause (a) assumed by or guaranteed in any manner by the Company; and
5
<PAGE>
(c) all renewals, extensions, or refundings of indebtedness of the kinds
described in any of the preceding clauses (a) and (b);
unless, in the case of any particular indebtedness, renewal, extension or
refunding, the instrument creating or evidencing the same or the assumption or
guarantee of the same expressly provides that such indebtedness, renewal,
extension or refunding is not superior in right of payment to or is PARI PASSU
with the Junior Subordinated Securities. (Section 101).
The Indenture does not limit the aggregate amount of Senior Debt that the
Company may issue. As of March 31, 1999, outstanding Senior Debt of the Company
aggregated approximately $1.2 billion.
EXCHANGE, REGISTER AND TRANSFER
The debt securities of each series will be issuable only in fully registered
form without coupons.
The debt securities may be presented for exchange, registered and
transferred in the manner, at the places and subject to the restrictions set
forth in the debt securities and the relevant prospectus supplement. Subject to
the limitations noted in the Indenture, you will not have to pay for such
services, except for any taxes or other governmental charges associated with
such services. You may transfer any debt securities in bearer form and the
associated coupons, if any, by delivering them.
GLOBAL SECURITIES
We may issue registered debt securities of a series in the form of one or
more fully registered global debt securities (each "registered global security")
that we will deposit with a depositary (or with a nominee of a depositary)
identified in the prospectus supplement relating to such series and registered
in the name of the depositary (or a nominee). In such a case, we will issue one
or more registered global securities. The face of such registered global
securities, will set forth the aggregate principal amount of the series of debt
securities that such global registered securities represent. The depositary (or
its nominee) will not transfer any registered global security unless and until
it is exchanged in whole or in part for debt securities in definitive registered
form, except that:
- the depositary may transfer the whole registered global security to a
nominee;
- the depositary's nominee may transfer the whole registered global security
to the depositary;
- the depositary's nominee may transfer the whole registered global security
to another of the depositary's nominees; and
- the depositary (or its nominee) may transfer the whole registered global
security to its (or its nominee's) successor.
The Depository Trust Company, which may be a depositary, currently accepts
only debt securities that are denominated in U.S. dollars.
DEPOSITARY ARRANGEMENTS
We will describe the specific terms of the depositary arrangement with
respect to any portion of a series of debt securities to be represented by a
registered global security in the prospectus supplement relating to such series.
We anticipate that the following provisions will apply to all depositary
arrangements.
Generally, ownership of beneficial interests in a registered global security
will be limited to persons that have accounts with the depositary for such
registered global security ("participants") or persons that may hold interests
through participants. Upon the issuance of a registered global security, the
depositary will credit, on its book-entry registration and transfer system, the
participants' accounts with the respective
6
<PAGE>
principal amounts of the debt securities represented by such registered global
security that are beneficially owned by such participants.
Any dealers, underwriters or agents participating in the distribution of
such debt securities will designate the accounts to credit. For participants,
the depositary will maintain the only record of their ownership of a beneficial
interest in the registered global security and they will only be able to
transfer such interests through the depositary's records. For people who hold
through a participant, the relevant participant will maintain such records for
beneficial ownership and transfer. The laws of some states may require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to own,
transfer or pledge beneficial interests in registered global securities.
So long as the depositary (or its nominee) is the record owner of a
registered global security, such depositary (or its nominee) will be considered
the sole owner or holder of the debt securities represented by such registered
global security for all purposes under the Indenture. Except as set forth below,
owners of beneficial interests in a registered global security will not be
entitled to have the debt securities represented by such registered global
security registered in their names, and will not receive or be entitled to
receive physical delivery of such debt securities in definitive form and will
not be considered the owners or holders under the Indenture. Accordingly, each
person owning a beneficial interest in a registered global security must rely on
the procedures of the depositary and, if such person is not a participant, on
the procedures of the participant through which such person owns its interest,
to exercise any rights of a holder under the Indenture. We understand that under
existing industry practices, if we request any action of holders or if any owner
of a beneficial interest in a registered global security desires to give or take
any action allowed under the Indenture, the depositary would authorize the
participants holding the relevant beneficial interests to give or take such
action, and such participants would authorize beneficial owners owning through
such participants to give or take such action or would otherwise act upon the
instruction of beneficial owners holding through them.
INTEREST AND PREMIUM
Payments of principal, premium, if any, and any interest on debt securities
represented by a registered global security registered in the name of a
depositary (or its nominee) will be made to the depositary (or its nominee) as
the registered owner of such registered global security. We and our agents will
have no responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in any registered
global security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests, and neither will the trustee
and its agents.
We expect that the depositary for any debt securities represented by a
registered global security, upon receipt of any payment of principal, premium,
if any, or any interest in respect of such registered global security, will
immediately credit participants' accounts with payments in amounts proportionate
to their respective beneficial interests in such registered global security as
shown on the depositary's records. We also expect that payments by participants
to owners of beneficial interests in such registered global security held
through such participants will be governed by standing customer instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of such participants.
WITHDRAWAL OF DEPOSITARY
If the depositary for any debt securities represented by a registered global
security notifies us that it is unwilling or unable to continue as depositary or
ceases to be eligible under applicable law, and a successor depositary is not
appointed within 90 days, debt securities in definitive form will be issued in
exchange for the relevant registered global security. In addition, we may at any
time and in our sole discretion determine not to have any of the debt securities
of a series represented by one or more registered global securities
7
<PAGE>
and, in such event, debt securities of such series in definitive form will be
issued in exchange for all of the registered global security or registered
global securities representing such debt securities. Any debt securities issued
in definitive form in exchange for a registered global security will be
registered in such name or names that the depositary gives to the trustee. We
expect that such instructions will be based upon directions received by the
depositary from participants with respect to ownership of beneficial interests
in such registered global security.
PAYMENT AND PAYING AGENTS
Unless the applicable prospectus supplement indicates otherwise, payment of
interest on a debt security on any interest payment date will be made to the
person in whose name such debt security is registered at the close of business
on the regular record date for such interest payment.
Unless the applicable prospectus supplement indicates otherwise, principal
of and any premium and interest on the debt securities will be payable at the
office of the paying agent designated by us. However, we may elect to pay
interest by check mailed to the address of the person entitled to such payment
at the address appearing in the security register. Unless otherwise indicated in
the applicable prospectus supplement, the corporate trust office of the Trustee
in the City of Cincinnati will be designated as our sole paying agent for
payments with respect to debt securities of each series. Any other paying agents
initially designated by us for the debt securities of a particular series will
be named in the applicable prospectus supplement. We may at any time designate
additional paying agents or rescind the designation of any paying agent or
approve a change in the office through which any paying agent acts, except that
we will be required to maintain a paying agent in each place of payment for the
debt securities of a particular series.
All moneys paid by us to a paying agent for the payment of the principal of
or any premium or interest on any debt security which remain unclaimed at the
end of 18 months after such principal, premium or interest has become due and
payable will be repaid to us, and the holder of such debt security thereafter
may look only to us for payment.
CONSOLIDATION, MERGER, AND SALE OF ASSETS
The Indenture does not contain any provision 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 corporation
assumes due and punctual payment of principal or premium, if any, and interest
on the debt securities.
EVENTS OF DEFAULT
Each of the following is defined as an event of default under the Indenture
with respect to debt securities of any series:
- failure to pay principal of or any premium on any debt security of that
series when due;
- failure to pay any interest on any debt security of that series when due,
continued for 30 days;
- failure to deposit any sinking fund payment, when due, in respect of any
debt security of that series;
- failure to perform any other of our covenants in the Indenture (other than
a covenant included in the Indenture solely for the benefit of a series
other than that series), 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 outstanding debt securities of that series, as provided in
the Indenture; and
- certain events of bankruptcy, insolvency or reorganization.
If an event of default (other than a bankruptcy, insolvency or
reorganization event of default) with respect to the debt securities of any
series at the time outstanding shall occur and be continuing, either the
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Trustee or the holders of at least 35% in aggregate principal amount of the
outstanding debt securities of that series by notice as provided in the
Indenture may declare the principal amount of the debt securities of that series
to be due and payable immediately. If a bankruptcy, insolvency or reorganization
event of default with respect to the debt securities of any series at the time
outstanding shall occur, the principal amount of all the debt securities of that
series will automatically, and without any action by the Trustee or any holder,
become immediately due and payable. After any such acceleration, but before a
judgment or decree based on acceleration, the holders of a majority in aggregate
principal amount of the outstanding debt securities of that series may, under
certain circumstances, rescind and annul such 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."
Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an event of default shall occur and be 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, unless such holders
shall have offered to the Trustee reasonably satisfactory indemnity. Subject to
such provisions for the indemnification of the Trustee, the holders of a
majority in principal amount of the outstanding debt securities of any series
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 debt securities of that
series.
No holder of a debt security of any series will have any right to institute
any proceeding with respect to the Indenture, or for the appointment of a
receiver or a trustee, or for any other remedy thereunder, unless:
(i) such holder has previously given to the Trustee written notice of a
continuing event of default with respect to the debt securities of that
series;
(ii) the holders of at least 35% in aggregate principal amount of the
outstanding debt securities of that series have made written request, and
such holder or holders have offered reasonably satisfactory indemnity, to
the Trustee to institute such proceeding as trustee; and
(iii) the Trustee has failed to institute such proceeding, and has not
received from the holders of a majority in aggregate principal amount of the
outstanding debt securities of that series a direction inconsistent with
such request, within 60 days after such notice, request and offer. However,
such limitations do not apply to a suit instituted by a holder of a debt
security for the enforcement of payment of the principal of or any premium
or interest on such debt security on or after the applicable due date
specified in such debt security.
We will be required to furnish to the Trustee annually a statement by
certain of our officers as to whether or not we, to our knowledge, are in
default in the performance or observance of any of the terms, provisions and
conditions of the Indenture and, if so, specifying all such known defaults.
MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by us and the
Trustee with the consent of the holders of not less than a majority in aggregate
principal amount of the outstanding debt securities of each series affected by
such modification or amendment; provided, however, that no such modification or
amendment may, without the consent of the holder of each outstanding debt
security affected thereby:
- change the stated maturity of the principal of, or any installment of
principal of or interest on, any debt security;
- reduce the principal amount of, or any premium or interest on, any debt
security;
- reduce the amount of principal of an original issue discount security or
any other debt security payable upon acceleration of the maturity thereof;
9
<PAGE>
- change the place or currency of payment of principal of, or any premium or
interest on, any debt security;
- affect the applicability of the subordination provisions to any debt
security;
- impair the right to institute suit for the enforcement of any payment on
or with respect to any debt security; or
- reduce the percentage in principal amount of outstanding debt securities
of any series, the consent of whose holders is required for modification
or amendment of the Indenture, reduce the percentage in principal amount
of outstanding debt securities of any series necessary for waiver of
compliance with certain provisions of the Indenture or for waiver of
certain defaults or modify such provisions with respect to modification
and waiver.
The holders of not less than a majority in aggregate principal amount of the
outstanding debt securities of any series may waive our compliance with certain
restrictive provisions of the Indenture. The holders of a majority in principal
amount of the outstanding debt securities of any series may waive any past
default under the Indenture, except 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 debt
security of such series affected.
Except in certain limited circumstances, we will be entitled to set any day
as a record date for the purpose of determining the holders of outstanding debt
securities of any series 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. In certain limited circumstances,
the Trustee will be entitled to set a record date for action by holders. If a
record date is set for any action to be taken by holders of a particular series,
such action may be taken only by persons who are holders of outstanding debt
securities of that series on the record date. To be effective, such action must
be taken by holders of the requisite principal amount of such debt securities
within a specified period following the record date. For any particular record
date, this period will be 180 days or such other shorter period as we may
specify (or the Trustee, if it set the record date), and may be shortened or
lengthened (but not beyond 180 days) from time to time.
DEFEASANCE AND COVENANT DEFEASANCE
Under the Indenture, we may elect to have the provisions of the Indenture
relating to defeasance and discharge of indebtedness or the provisions relating
to defeasance of certain restrictive covenants applied with respect to the debt
securities of any series.
DEFEASANCE AND DISCHARGE. If we elect to have the provisions of the
Indenture relating to defeasance and discharge of indebtedness applied to any
debt securities, we will be discharged from all our obligations with respect to
such debt securities (except for certain obligations to exchange or register the
transfer of debt securities, to replace stolen, lost or mutilated debt
securities, to maintain paying agencies and to hold moneys for payment in trust)
upon the deposit in trust for the benefit of the holders of such debt securities
of money or U.S. Government Obligations, or both, which, through the payment of
principal and interest in respect thereof in accordance with their terms, will
provide money in an amount sufficient to pay the principal of and any premium
and interest on such debt securities on the respective stated maturities in
accordance with the terms of the Indenture and such debt securities. Such
defeasance or discharge may occur only if, among other things, we have delivered
to the Trustee an opinion of counsel to the effect that we have received from,
or there has been published by, the United States Internal Revenue Service a
ruling, or there has been a change in tax law, in either case to the effect that
holders of such debt securities will not recognize gain or loss for federal
income tax purposes as a result of such deposit, defeasance, and discharge and
will be subject to federal income tax on the same amount, in the same manner and
at the same times as would have been the case if such deposit, defeasance and
discharge were not to occur.
10
<PAGE>
DEFEASANCE OF CERTAIN COVENANTS. If we elect to have the provisions of the
Indenture relating to defeasance of certain covenants applied to any debt
securities, we may omit to comply with certain restrictive covenants that may be
described in the applicable prospectus supplement, and the occurrence of certain
events of default, which are described above (with respect to such restrictive
covenants) under "events of default" and any that may be described in the
applicable prospectus supplement, will be deemed not to be or result in an event
of default, in each case with respect to such debt securities. In order to
exercise such option, we will be required to deposit, in trust for the benefit
of the holders of such debt securities, money or U.S. Government Obligations, or
both, which, through the payment of principal and interest in respect thereof in
accordance with their terms, will provide money in an amount sufficient to pay
the principal of and any premium and interest on such debt securities on the
respective stated maturities in accordance with the terms of the Indenture and
such debt securities. We will also be required, among other things, to deliver
to the Trustee an opinion of counsel to the effect that holders of such debt
securities will not recognize gain or loss for federal income tax purposes as a
result of such deposit and defeasance of certain obligations and will be subject
to federal income tax on the same amount, in the same manner and at the same
times as would have been the case if such deposit and defeasance were not to
occur. In the event that we exercised this option with respect to any debt
securities and such debt securities were declared due and payable because of the
occurrence of any event of default, the amount of money and U.S. Government
Obligations so deposited in trust would be sufficient to pay amounts due on such
debt securities at the time of their respective stated maturities but may not be
sufficient to pay amounts due on such debt securities upon any acceleration
resulting from such event of default. In such case, we would remain liable for
such payments..
TITLE
PSI and the Trustee, and any agent of PSI or the Trustee may treat the
person in whose name a debt security is registered as the absolute owner thereof
(whether or not such debt security may be overdue) for the purpose of making
payment and for all other purposes.
GOVERNING LAW
The Indenture and the debt securities will be governed by, and construed in
accordance with, the laws of the State of New York.
CONCERNING THE TRUSTEE
Fifth Third Bank is the Trustee under the Indenture. Fifth Third Bank also
acts as Trustee for certain unsecured debt securities of our parent, Cinergy
Corp. and certain of our other affiliates, including The Cincinnati Gas &
Electric Company, The Union Light, Heat and Power Company, and Cinergy Global
Resources, Inc. Fifth Third Bank also acts as the Trustee for certain pollution
control revenue bonds of PSI and Cincinnati Gas & Electric, and acts as
registrar for the common stock of Cinergy and for the preferred stock of PSI and
Cincinnati Gas & Electric. Fifth Third Bank makes loans to, acts as depositary
for, and, in the normal course of business, also performs other services for
PSI, Cincinnati Gas & Electric and ULH&P.
11
<PAGE>
PLAN OF DISTRIBUTION
We may sell the debt securities directly to purchasers or indirectly through
underwriters, dealers or agents. The name of any such underwriters, dealers or
agents will be set forth in the relevant prospectus supplement. We will also set
forth in the relevant prospectus supplement:
- the terms of the offering of the debt securities;
- the proceeds we receive from such a sale;
- any underwriting discounts and other items constituting underwriters'
compensation;
- any initial public offering price;
- any discounts or concessions allowed or reallowed or paid to dealers; and
- any securities exchanges on which we may list the debt securities.
We may distribute the debt securities from time to time in one or more
transactions at:
- a fixed price;
- prices that may be changed;
- market prices at the time of sale;
- prices related to prevailing market prices; and
- negotiated prices.
We will describe the method of distribution in the relevant prospectus
supplement.
If we use underwriters with respect to a series of debt securities, we will
set forth in the relevant prospectus supplement:
- the name of the managing underwriter, if any;
- the name of any other underwriters; and
- the terms of the transaction, including any underwriting discounts and
other items constituting compensation of the underwriters and dealers, if
any.
The underwriters will acquire any debt securities for their own accounts and
they may resell the debt securities from time to time in one or more
transactions, including negotiated transactions, at a fixed public offering
price and at varying prices determined at the time of sale.
Any initial public offering price and any discounts or concessions allowed
or reallowed or paid to dealers may be changed from time to time. We anticipate
that any underwriting agreement pertaining to any debt securities will:
- entitle the underwriters to indemnification by us against certain civil
liabilities under the Securities Act, or to contribution with respect to
payments that the underwriters may be required to make related to any such
civil liability;
- subject the obligations of the underwriters to certain conditions
precedent; and
- obligate the underwriters to purchase all debt securities offered in a
particular offering if any such debt securities are purchased.
In connection with an offering of debt securities, underwriters may engage
in transactions that stabilize, maintain or otherwise affect the price of the
debt securities. Specifically, underwriters may:
- overallot in connection with the offering, creating a syndicate short
position;
12
<PAGE>
- bid for, and purchase, debt securities in the open market to cover
syndicate short positions;
- bid for, and purchase, debt securities in the open market to stabilize the
price of the debt securities; and
- reclaim selling concessions allowed for distributing the debt securities
in the offering if the syndicate repurchases previously distributed debt
securities in syndicate covering transactions, in stabilization
transactions or otherwise.
Any of these activities may stabilize or maintain the market price of the
debt securities above independent market levels. Underwriters are not required
to engage in these activities, and may end any of these activities at any time.
If we use a dealer in an offering of debt securities, we will sell such debt
securities to the dealer, as principal. The dealer may then resell the debt
securities to the public at varying prices to be determined by such dealer at
the time of resale. We will set forth the name of the dealer and the terms of
the transaction in the prospectus supplement.
If we use an agent in an offering of debt securities, we will name the agent
and describe the terms of the agency in the relevant prospectus supplement.
Unless we indicate otherwise in the prospectus supplement, we will require an
agent to act on a best efforts basis for the period of its appointment.
Dealers and agents named in a prospectus supplement may be considered
underwriters of the debt securities described in the prospectus supplement under
the Securities Act. We may indemnify them against certain civil liabilities
under the Securities Act. In the ordinary course of business, we may engage in
transactions with underwriters, dealers and agents and they may perform services
for us.
We may solicit offers to purchase debt securities and make sales directly to
institutional investors or others who may be considered underwriters under the
Securities Act with respect to such sales. We will describe the terms of any
such offer in the relevant prospectus supplement.
If we authorize underwriters or other agents to solicit offers to purchase
debt securities from institutional investors pursuant to contracts providing for
payment and delivery at a future date, we will indicate that we are doing so in
the relevant prospectus supplement. We must approve all purchasers under such
contracts; the institutional investors may include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions and others. We will not subject the obligations of such
purchasers to any conditions except that:
- we will not allow such purchases if they violate the laws of any
jurisdiction to which a proposed purchaser is subject; and
- if we are also selling the debt securities to underwriters, we will not
sell to the underwriters subject to delayed delivery.
Underwriters and other agents will not be responsible for the validity or
performance of such contracts providing for payment and delivery at a future
date.
We will set forth in the relevant prospectus supplement the anticipated
delivery date of debt securities and the prospectus delivery obligations of
dealers.
LEGAL MATTERS
The validity of the debt securities will be passed upon for us by Taft,
Stettinius & Hollister LLP, Cincinnati, Ohio.
EXPERTS
The financial statements and schedule incorporated by reference in this
prospectus, have been audited by Arthur Andersen LLP, independent public
accountants, to the extent and for the periods indicated in their reports, and
are incorporated by reference in reliance upon the authority of such firm as
experts in accounting and auditing. Reference is made to said report, which
includes an explanatory paragraph with respect to the change in method of
accounting for energy trading and risk management activities effective December
31, 1998, as discussed in Note 1 to the financial statements.
13
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Registration fee.................................................. $ 184,870
Rating agency fees................................................ 189,000
Printing.......................................................... 135,000
Trustees's fees and expenses...................................... 110,000
Blue Sky fees and expenses........................................ 15,000
Legal fees and expenses........................................... 130,000
Accounting fees and expenses...................................... 95,000
Miscellaneous..................................................... 41,130
---------
Total......................................................... $ 900,000
---------
---------
All of the above, except for the registration fee, are
estimated.
</TABLE>
ITEM 15. 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.
II-1
<PAGE>
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------------ ----------------------------------------------------------------------------------------------------
<C> <C> <S>
*1 -- Form of Underwriting Agreement (Exhibit to PSI & Registration Statement No. 333-10899.)
*4(a) -- Indenture dated November 15, 1996, between PSI and The Fifth Third Bank, as Trustee. (Exhibit to
Cinergy Corp.'s 1996 Form 10-K in File No. 1-11377.)
*4(b) -- First Supplemental Indenture dated November 15, 1996, between PSI and The Fifth Third Bank, as
Trustee. (Exhibit to Cinergy Corp.'s 1996 Form 10-K in File No. 1-11377.)
*4(c) -- Second Supplemental Indenture dated December 15, 1996, between PSI and The Fifth Third Bank, as
Trustee. (Exhibit to Cinergy Corp.'s 1996 Form 10-K in File No. 1-11377.)
*4(d) -- Third Supplemental Indenture dated as of March 15, 1998, between PSI and The Fifth Third Bank, as
Trustee. (Exhibit to Cinergy Corp.'s 1997 Form 10-K in File No. 1-11377.)
*4(e) -- Fourth Supplemental Indenture dated as of August 5, 1998, between PSI and The Fifth Third Bank, as
Trustee. (Exhibit to PSI's June 30, 1998, Form 10-Q in File No. 1-3543.)
*4(f) -- Fifth Supplemental Indenture dated as of December 15, 1998, between PSI and The Fifth Third Bank, as
Trustee. (Exhibit to PSI's 1998 Form 10-K in File No. 1-3543.)
*4(g) -- Sixth Supplemental Indenture between PSI and Fifth Third Bank, as Trustee, dated as of April 30,
1999. (Exhibit to PSI's March 31, 1999, Form 10-Q in File No. 1-3543.)
4(h) -- Form of Supplemental Indenture between the Company and The Fifth Third Bank
5 -- Opinion of Taft, Stettinius & Hollister LLP as to legality of the Debt Securities
12 -- Computation of ratio of earnings to fixed charges
23(a) -- Consent of Taft, Stettinius & Hollister LLP (included in their opinion filed as Exhibit 5)
23(b) -- Consent of Arthur Andersen LLP, Cincinnati, Ohio (see page II-5)
24(a) -- Power of Attorney (filed herewith)
24(b) -- Certified copy of resolution of the Company's Board of Directors
25 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of the Fifth Third Bank
</TABLE>
- ------------------------
* Incorporated by reference as indicated.
ITEM 17. 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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus
II-2
<PAGE>
filed with the Securities and Exchange Commission pursuant to Rule
424(b) under the Securities Act of 1933 if, in the aggregate, the
changes in volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective 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; provided,
however, that the undertakings set forth in paragraph (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(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) The undersigned registrant hereby understands that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.
(c) 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on July 21, 1999.
PSI ENERGY, INC.
By: JAMES E. ROGERS*
------------------------------------------
James E. Rogers
Vice Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ------------------------------------------ -------------------------------- ---------------
<C> <S> <C>
(i) Principal executive officer:
JAMES E. ROGERS*
--------------------------------- Vice Chairman and Chief July 21, 1999
James E. Rogers Executive Officer
(ii) Principal financial officer:
/s/ MADELEINE W. LUDLOW
--------------------------------- Vice President and Chief July 21, 1999
Madeleine W. Ludlow Financial Officer
(iii) Principal accounting officer:
/s/ BERNARD F. ROBERTS
--------------------------------- Vice President and Comptroller July 21, 1999
Bernard F. Roberts
(iv) Directors:
JACKSON H. RANDOLPH* Director July 21, 1999
JAMES E. ROGERS* Director July 21, 1999
JAMES K. BAKER* Director July 21, 1999
MICHAEL G. BROWNING* Director July 21, 1999
JOHN A. HILLENBRAND II* Director July 21, 1999
JOHN M. MUTZ* Director July 21, 1999
*By /s/WILLIAM L. SHEAFER
---------------------------------
William L. Sheafer, Attorney-in-fact
</TABLE>
II-4
<PAGE>
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.
ARTHUR ANDERSEN LLP
Cincinnati, Ohio
July 20, 1999.
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------------ --------------------------------------------------------------------------------------------- ---------
<C> <C> <S> <C>
*1 -- Form of Underwriting Agreement (Exhibit to PSI's Registration Statement No. 333-10899.)......
*4(a) -- Indenture dated November 15, 1996, between PSI and The Fifth Third Bank, as Trustee. (Exhibit
to Cinergy Corp.'s 1996 Form 10-K in File No. 1-11377.)......................................
*4(b) -- First Supplemental Indenture dated November 15, 1996, between PSI and The Fifth Third Bank,
as Trustee. (Exhibit to Cinergy Corp.'s 1996 Form 10-K in File No. 1-11377.).................
*4(c) -- Second Supplemental Indenture dated December 15, 1996, between PSI and The Fifth Third Bank,
as Trustee. (Exhibit to Cinergy Corp.'s 1996 Form 10-K in File No. 1-11377.).................
*4(d) -- Third Supplemental Indenture dated as of March 15, 1998, between PSI and The Fifth Third
Bank, as Trustee. (Exhibit to Cinergy Corp.'s 1997 Form 10-K in File No. 1-11377.)...........
*4(e) -- Fourth Supplemental Indenture dated as of August 5, 1998, between PSI and The Fifth Third
Bank, as Trustee. (Exhibit to PSI's June 30, 1998, Form 10-Q in File No. 1-3543.)............
*4(f) -- Fifth Supplemental Indenture dated as of December 15, 1998, between PSI and The Fifth Third
Bank, as Trustee. (Exhibit to PSI's 1998 Form 10-K in File No. 1-3543.)......................
*4(g) -- Sixth Supplemental Indenture between PSI and Fifth Third Bank, as Trustee, dated as of April
30, 1999. (Exhibit to PSI's March 31, 1999, Form 10-Q in File No. 1-3543.)...................
4(h) -- Form of Supplemental Indenture between PSI and The Fifth Third Bank..........................
5 -- Opinion of Taft, Stettinius & Hollister LLP as to legality of the Debt Securities............
12 -- Computation of ratio of earnings to fixed charges............................................
23(a) -- Consent of Taft, Stettinius & Hollister LLP (included in their opinion filed as Exhibit 5)...
23(b) -- Consent of Arthur Andersen LLP, Cincinnati, Ohio (see page II-5).............................
24(a) -- Power of Attorney (filed herewith)...........................................................
24(b) -- Certified copy of resolution of PSI's Board of Directors.....................................
25 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of the Fifth Third
Bank.........................................................................................
</TABLE>
- ------------------------
* Incorporated by reference as indicated.
<PAGE>
EXHIBIT 4 (h)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PSI ENERGY, INC.
AND
FIFTH THIRD BANK,
Trustee
----------------
Seventh Supplemental Indenture
Dated as of __________, ___
To
Indenture
Dated as of November 15, 1996
----------------
% Debentures Due
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
SEVENTH SUPPLEMENTAL INDENTURE, dated as of _______, ______, between PSI
Energy, Inc., a corporation duly organized and existing under the laws of the
State of Indiana (herein called the "Company"), having its principal office at
1000 East Main Street, Plainfield, Indiana 46168, and Fifth Third Bank, an Ohio
banking corporation, as Trustee (herein called the "Trustee") under the
Indenture dated as of November 15, 1996 between the Company and the Trustee, as
supplemented (the "Indenture").
Recitals of the Company
The Company has executed and delivered the Indenture to the Trustee to
provide for the issuance from time to time of its unsecured debentures, notes or
other evidences of indebtedness (the "Securities"), to be issued in one or more
series as provided in the Indenture.
Pursuant to the terms of the Indenture, the Company desires to provide for
the establishment of a new series of its Securities to be known as its _____%
Debentures Due _____ (herein called the "Debentures"), in this Seventh
Supplemental Indenture.
All things necessary to make this Seventh Supplemental Indenture a valid
agreement of the Company have been done.
Now, Therefore, This Seventh Supplemental Indenture Witnesseth:
For and in consideration of the premises and the purchase of the Debentures
by the Holders thereof, it is mutually agreed, for the equal and proportionate
benefit of all Holders of the Debentures, as follows:
ARTICLE ONE
Terms of the Debentures
Section 101. There is hereby authorized a series of Securities designated
the "___% Debentures Due _____", limited in aggregate principal amount to
$___,000,000 (except as provided in Section 301(2) of the Indenture). The
Debentures shall mature and the principal shall be due and payable together with
all accrued and unpaid interest thereon on ____________, _________and shall be
issued in the form of a registered Global Security without coupons, registered
in the name of Cede & Co., as nominee of the Depository Trust Company (the
"Depositary").
Section 102. The provisions of Section 305 of the Indenture applicable to
Global Securities shall apply to the Debentures.
Section 103. Interest on each of the Debentures shall be payable
1
<PAGE>
semiannually on ____________ and ___________________ in each year (each an
"Interest Payment Date"), commencing on ____________, ________, at the rate per
annum specified in the form of Debentures, from and including, ____, _____, or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will be paid to the Person in whose
name such Debenture (or one or more Predecessor Securities) is registered at the
close of business on _______ or ______ next preceding the Interest Payment Date.
The amount of interest payable for any period will be computed on the basis of a
360-day year of twelve 30-day months.
Section 104. Subject to agreements with or the rules of the Depositary or
any successor book-entry security system or similar system with respect to
Global Securities, payments of interest will be made by check mailed to the
Holder of each Debenture at the address shown in the Security Register, and
payments of the principal amount of each Debenture will be made at maturity by
check against presentation of the Debenture at the office or agency of the
Trustee.
Section 105. The Debentures shall be issued in denominations of $1,000 or
any integral multiple of $1,000.
Section 106. Principal and interest on the Debentures shall be payable in
the coin or currency of the United States of America, which, at the time of
payment, is legal tender for public and private debts.
Section 107. The Debentures shall be subject to defeasance and covenant
defeasance, at the Company's option, as provided for in Sections 1302 and 1303
of the Indenture.
Section 108. Subject to the terms of Article Eleven of the Indenture, the
Company shall have the right to redeem the Debentures, at any time in whole or
from time to time in part, until maturity, (such redemption, a "Make-Whole
Redemption", and the date thereof, the "Redemption Date"), upon not less than 30
nor more than 60 days' notice to the holders, at a redemption price equal to the
sum of the principal amount of the Debentures being redeemed plus accrued and
unpaid interest thereon to the Redemption Date, and (ii) the Make-Whole Amount
(as defined below), if any, with respect to the Debentures being redeemed.
"Make-Whole Amount" means, in connection with any Make-Whole Redemption of
any Debentures, the excess, if any, of (i) the sum, as determined by a Quotation
Agent (as defined herein) of the present value of the principal amount of such
Debentures, together with scheduled payments of interest from the Redemption
Date to the Stated Maturity of the Debentures, in each case discounted to the
Redemption Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate (as defined herein) over
(ii) 100% of the principal amount of the Debentures to be redeemed.
2
<PAGE>
"Adjusted Treasury Rate" means, with respect to any Redemption Date for a
Make-Whole Redemption, the rate per annum equal to the semi-annual equivalent
yield to maturity of the Comparable Treasury Issue, calculated using a price for
the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such Redemption Date,
calculated on the third business day preceding the Redemption Date, plus in each
case ____% (_____ basis points).
"Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term from the Redemption Date to the Stated Maturity of the Debentures that
would be utilized, at the time 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 Debentures.
"Quotation Agent" means the Reference Treasury Dealer selected by the
Trustee after consultation with the Company. "Reference Treasury Dealer" means a
primary U.S. Government securities dealer.
"Comparable Treasury Price" means, with respect to the any Redemption Date
for a Make-Whole Redemption, (i) the average of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) on the third business day preceding such Redemption Date, as
set forth in the daily statistical release designated "H.15" (or any successor
release) published by the Board of Governors of the Federal Reserve System or
(ii) if such release (or any successor release) is not published or does not
contain such prices on such business day, (A) the average of the Reference
Treasury Dealer Quotations for such Redemption Date, after excluding the highest
and lowest such Reference Treasury Dealer Quotations, or (B) if the Trustee
obtains fewer than three such Reference Treasury Dealer Quotations, the average
of such Quotations.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date for a Make-Whole Redemption,
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 such Reference Treasury
Dealer at 5:00 p.m., New York City time, on the third business day preceding
such Redemption Date.
3
<PAGE>
ARTICLE TWO
Form of the Debentures
Section 201. The Debentures are to be substantially in the following form
and shall include substantially the legend shown so long as the Debentures are
Global Securities:
(FORM OF FACE OF DEBENTURE)
No. R-1 $___,000,000
CUSIP No.
PSI ENERGY, INC.
% DEBENTURES DUE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND SUCH CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
PSI ENERGY, INC., a corporation duly organized and existing under the laws
of the State of Indiana (herein called the "Company", which term includes any
successor Person under the Indenture hereafter referred to), for value received,
hereby promises to pay to CEDE & CO., or registered assigns, the principal sum
of ___________________________ and No/100 Dollars ($___,000,000.00) on _______
___, and to pay interest thereon from, and including, _____________ or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semiannually, on _____________ and _____________, in each year,
commencing ___________, at the rate of ______% per annum, until the principal
hereof is paid or made available for payment. The amount of interest payable on
any Interest Payment Date shall be computed on the basis of a 360-day year of
twelve 30-day months. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date
4
<PAGE>
will, as provided in the Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the ___________ or ___________ next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in the Indenture.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the corporate trust office of the Trustee maintained
for that purpose in the City of Cincinnati, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the option of the
Company payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register.
Any payment on this Security due on any day which is not a Business Day in
the City of New York need not be made on such day, but may be made on the next
succeeding Business Day with the same force and effect as if made on the due
date and no interest shall accrue for the period from and after such date,
unless such payment is a payment at maturity or upon redemption, in which case
interest shall accrue thereon at the stated rate for such additional days.
As used herein, "Business Day" means any day, other than a Saturday or
Sunday, or a day on which banking institutions in New York, New York are
authorized or obligated by law or executive order to be closed.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
5
<PAGE>
In Witness Whereof, the Company has caused this instrument to be duly
executed.
PSI ENERGY, INC.
By..........
CERTIFICATE OF AUTHENTICATION
Dated:
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
FIFTH THIRD BANK,
as Trustee
By........
Authorized Signatory
(FORM OF REVERSE OF DEBENTURE)
This Security is one of a duly authorized issue of securities of the Company
(herein called the "Securities"), issued and to be issued in one or more series
under an Indenture, dated as of November 15, 1996 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and Fifth Third Bank, as Trustee (herein called
the "Trustee", which term includes any successor trustee under the Indenture),
and reference is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is
one of the series designated on the face hereof, limited in aggregate principal
amount to $___,000,000.
The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or certain restrictive covenants and Events of
6
<PAGE>
Default with respect to this Security upon compliance with certain conditions
set forth in the Indenture.
The Securities of this series are subject to optional redemption at any time in
whole or from time to time in part, until maturity, (such redemption, a
"Make-Whole Redemption", and the date thereof, the "Redemption Date"), upon not
less than 30 nor more than 60 days' notice to the holders, at a redemption price
equal to the sum of the principal amount of the Debentures being redeemed plus
accrued and unpaid interest thereon to the Redemption Date, and (ii) the
Make-Whole Amount (as defined below), if any, with respect to the Debentures
being redeemed.
"Make-Whole Amount" means, in connection with any Make-Whole Redemption of any
Debentures, the excess, if any, of (i) the sum, as determined by a Quotation
Agent (as defined herein) of the present value of the principal amount of such
Debentures, together with scheduled payments of interest from the Redemption
Date to the Stated Maturity of the Debentures, in each case discounted to the
Redemption Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate (as defined herein) over
(ii) 100% of the principal amount of the Debentures to be redeemed.
"Adjusted Treasury Rate" means, with respect to any Redemption Date for a
Make-Whole Redemption, the rate per annum equal to the semi-annual equivalent
yield to maturity of the Comparable Treasury Issue, calculated using a price for
the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such Redemption Date,
calculated on the third business day preceding the Redemption Date, plus in each
case ____% (____ basis points).
"Comparable Treasury Issue" means the United States Treasury security selected
by the Quotation Agent as having a maturity comparable to the remaining term
from the Redemption Date to the Stated Maturity of the Debentures that would be
utilized, at the time 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 Debentures.
"Quotation Agent" means the Reference Treasury Dealer selected by the Trustee
after consultation with the Company. "Reference Treasury Dealer" means a primary
U.S. Government securities dealer.
7
<PAGE>
"Comparable Treasury Price" means, with respect to the any Redemption Date for a
Make-Whole Redemption, (i) the average of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) on the third business day preceding such Redemption Date, as
set forth in the daily statistical release designated "H.15" (or any successor
release) published by the Board of Governors of the Federal Reserve System or
(ii) if such release (or any successor release) is not published or does not
contain such prices on such business day, (A) the average of the Reference
Treasury Dealer Quotations for such Redemption Date, after excluding the highest
and lowest such Reference Treasury Dealer Quotations, or (B) if the Trustee
obtains fewer than three such Reference Treasury Dealer Quotations, the average
of such Quotations.
"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any Redemption Date for a Make-Whole Redemption, 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 such Reference Treasury
Dealer at 5:00 p.m., New York City time, on the third business day preceding
such Redemption Date.
If an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of a majority in principal amount of the
Securities of each series at the time outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.
8
<PAGE>
As provided in and subject to the provisions of the Indenture, the Holder of
this Security shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee or for any
other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 35% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonably satisfactory indemnity,
and the Trustee shall not have received from the Holders of a majority in
principal amount of Securities of this series at the time Outstanding a
direction inconsistent with such request, and shall have failed to institute any
such proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.
No reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same. No service
charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in
9
<PAGE>
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
ARTICLE THREE
Original Issue of Debentures
Section 301. Debentures in the aggregate principal amount of $___,000,000,
may, upon execution of this Seventh Supplemental Indenture, or from time to time
thereafter, be executed by the Company and delivered to the Trustee for
authentication, and the Trustee shall thereupon authenticate and deliver said
Debentures upon a Company Order without any further action by the Company.
ARTICLE FOUR
Paying Agent and Security Registrar
Section 401. Fifth Third Bank will be the Paying Agent and Security
Registrar for the Debentures.
ARTICLE FIVE
Sundry Provisions
Section 501. Except as otherwise expressly provided in this Seventh
Supplemental Indenture or in the form of Debenture or otherwise clearly required
by the context hereof or thereof, all terms used herein or in said form of
Debenture that are defined in the Indenture shall have the several meanings
respectively assigned to them thereby.
Section 502. The Indenture, as supplemented by this Seventh Supplemental
Indenture, is in all respects ratified and confirmed, and this Seventh
Supplemental Indenture shall be deemed part of the Indenture in the manner and
to the extent herein and therein provided.
-----------------
10
<PAGE>
This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
In Witness Whereof, the parties hereto have caused this Seventh
Supplemental Indenture to be duly executed as of the day and year first above
written.
PSI ENERGY, INC.
By
---------------------------------------
William L. Sheafer
Vice President and Treasurer
FIFTH THIRD BANK, as Trustee
By
---------------------------------------
Kerry Byrne
Vice President
11
<PAGE>
July 21, 1999
PSI Energy, Inc.
139 E. Fourth Street
Cincinnati, OH 45202
Dear Sirs:
In connection with the shelf registration under the Securities Act of
1933 (the "Act") of $665 million principal amount of Debt Securities (the "New
Securities") of PSI Energy, Inc., an Indiana corporation (the "Company"), to be
issued under an Indenture dated as of November 15, 1996, as supplemented by six
supplemental indentures (as so supplemented, the "Indenture"), between the
Company and Fifth Third Bank, as trustee (the "Trustee"), 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 Securities have been duly authorized by the Company; and when
the Securities and Exchange Commission declares the Company's Registration
Statement on Form S-3 effective and the New Securities have been duly executed,
authenticated, issued and delivered in accordance with the terms of the
Indenture and a supplemental indenture in the form filed as an Exhibit to the
Registration Statement, the New Securities 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 State of Indiana, and we are expressing no
opinion as to the effect of the laws of any other jurisdiction.
In connection with the foregoing, we have assumed that at the time of
the issuance and delivery of the New Securities there will not have occurred any
change in law affecting the validity, legally binding character or
<PAGE>
PSI Energy, Inc. - 2 - July 21, 1999
enforceability of the New Securities and that the issuance and delivery of the
New Securities, all of the terms of the New Securities 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, and a supplemental indenture (or supplemental
indentures) relating to the New Securities will be, duly authorized, executed
and delivered by the Trustee, (ii) that the New Securities will conform to the
form thereof set forth in the Indenture, (iii) that the Trustee's certificates
of authentication of the New Securities 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,
TAFT, STETTINIUS & HOLLISTER LLP
<PAGE>
EXHIBIT 12
PSI ENERGY INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
THREE MONTHS
ENDED 12 MONTHS ENDED DECEMBER 31
MARCH 31, ------------------------------------------------------------------
1999 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ----
(THOUSANDS, EXCEPT RATIOS)
<S> <C> <C> <C> <C> <C> <C>
Earnings Available
Net Income $39,841 $52,038 $132,205 $125,678 $145,815 $82,192
Plus:
Income Taxes 25,185 23,147 77,380 77,191 84,102 51,678
Interest on Long-Term Debt 19,577 80,259 71,638 67,001 70,577 68,862
Other Interest 2,478 11,060 13,584 14,511 15,821 15,292
Interest Component of Rents (a) 1,338 5,351 5,390 4,921 3,620 3,946
-----------------------------------------------------------------------------------
Total Available $88,419 $171,855 $300,197 $289,302 $319,935 $221,970
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
Fixed Charges
Interest Charges $22,055 $91,319 $85,222 $81,512 $86,398 $84,154
Interest Component of Rents (a) 1,338 5,351 5,390 4,921 3,620 3,946
-----------------------------------------------------------------------------------
Total Fixed Charges $23,393 $96,670 $90,612 $86,433 $90,018 $88,100
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
Ratio of Earnings to Fixed Charges 3.78 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.
<PAGE>
POWER OF ATTORNEY
--------------------
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Madeleine W. Ludlow, 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 for the undersigned and in the undersigned's name to sign 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
$665,000,000 principal amount or par value, as the case may be, of (i) senior
unsecured indebtedness ("Senior Debentures"), (ii) junior unsecured subordinated
debentures ("Subordinated Debentures"), (iii) securities representing undivided
beneficial interests in one or more direct or indirect subsidiary limited
partnerships, limited liability companies or statutory business trusts holding
Senior Debentures as assets, (iv) preferred securities of one or more direct or
indirect subsidiary limited partnerships, limited liability companies or
statutory business trusts holding Subordinated Debentures as assets, and/or (v)
asset based securities, 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 20th day of July, 1999.
/s/ James K. Baker
------------------
James K. Baker
<PAGE>
POWER OF ATTORNEY
--------------------
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Madeleine W. Ludlow, 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 for the undersigned and in the undersigned's name to sign 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
$665,000,000 principal amount or par value, as the case may be, of (i) senior
unsecured indebtedness ("Senior Debentures"), (ii) junior unsecured subordinated
debentures ("Subordinated Debentures"), (iii) securities representing undivided
beneficial interests in one or more direct or indirect subsidiary limited
partnerships, limited liability companies or statutory business trusts holding
Senior Debentures as assets, (iv) preferred securities of one or more direct or
indirect subsidiary limited partnerships, limited liability companies or
statutory business trusts holding Subordinated Debentures as assets, and/or (v)
asset based securities, 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 20th day of July, 1999.
/s/ Michael G. Browning
-----------------------
Michael G. Browning
<PAGE>
POWER OF ATTORNEY
--------------------
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Madeleine W. Ludlow, 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 for the undersigned and in the undersigned's name to sign 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
$665,000,000 principal amount or par value, as the case may be, of (i) senior
unsecured indebtedness ("Senior Debentures"), (ii) junior unsecured subordinated
debentures ("Subordinated Debentures"), (iii) securities representing undivided
beneficial interests in one or more direct or indirect subsidiary limited
partnerships, limited liability companies or statutory business trusts holding
Senior Debentures as assets, (iv) preferred securities of one or more direct or
indirect subsidiary limited partnerships, limited liability companies or
statutory business trusts holding Subordinated Debentures as assets, and/or (v)
asset based securities, 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 20th day of July, 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 Madeleine W. Ludlow, 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 for the undersigned and in the undersigned's name to sign 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
$665,000,000 principal amount or par value, as the case may be, of (i) senior
unsecured indebtedness ("Senior Debentures"), (ii) junior unsecured subordinated
debentures ("Subordinated Debentures"), (iii) securities representing undivided
beneficial interests in one or more direct or indirect subsidiary limited
partnerships, limited liability companies or statutory business trusts holding
Senior Debentures as assets, (iv) preferred securities of one or more direct or
indirect subsidiary limited partnerships, limited liability companies or
statutory business trusts holding Subordinated Debentures as assets, and/or (v)
asset based securities, 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 19th day of July, 1999.
/s/ Jackson H. Randolph
-----------------------
Jackson H. Randolph
<PAGE>
POWER OF ATTORNEY
--------------------
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Madeleine W. Ludlow, 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 for the undersigned and in the undersigned's name to sign 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
$665,000,000 principal amount or par value, as the case may be, of (i) senior
unsecured indebtedness ("Senior Debentures"), (ii) junior unsecured subordinated
debentures ("Subordinated Debentures"), (iii) securities representing undivided
beneficial interests in one or more direct or indirect subsidiary limited
partnerships, limited liability companies or statutory business trusts holding
Senior Debentures as assets, (iv) preferred securities of one or more direct or
indirect subsidiary limited partnerships, limited liability companies or
statutory business trusts holding Subordinated Debentures as assets, and/or (v)
asset based securities, 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 20th day of July, 1999.
/s/ James E. Rogers
-------------------
James E. Rogers
<PAGE>
POWER OF ATTORNEY
--------------------
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Madeleine W. Ludlow, 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 for the undersigned and in the undersigned's name to sign 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
$665,000,000 principal amount or par value, as the case may be, of (i) senior
unsecured indebtedness ("Senior Debentures"), (ii) junior unsecured subordinated
debentures ("Subordinated Debentures"), (iii) securities representing undivided
beneficial interests in one or more direct or indirect subsidiary limited
partnerships, limited liability companies or statutory business trusts holding
Senior Debentures as assets, (iv) preferred securities of one or more direct or
indirect subsidiary limited partnerships, limited liability companies or
statutory business trusts holding Subordinated Debentures as assets, and/or (v)
asset based securities, 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 20th day of July, 1999.
s/ John M. Mutz
---------------
John M. Mutz
<PAGE>
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 July 14, 1999, 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 Madeleine W. Ludlow, Vice President and Chief Financial Officer,
William L. Sheafer, Vice President and Treasurer, Cheryl M. Foley, Secretary,
and Jerome A. Vennemann, Acting General Counsel and 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 19th day of July,
1999.
/s/ Jerome A. Vennemann
-----------------------
Assistant Corporate Secretary
<PAGE>
FORM T-1 File No. ____
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)
$700,000,000 Debt Securities
- ------------------------------------------------------------------------------
(Title of the indenture securities)
<PAGE>
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee -
(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.
<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
<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 16th day
of July, 1999.
FIFTH THIRD BANK
By: /s/ Kerry R. Byrne
-----------------------------------
Kerry R. Byrne,
Vice President and Trust Officer
<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
<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
<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.
<PAGE>
EXHIBIT 2
CERTIFICATE OF AUTHORITY OF THE
TRUSTEE TO COMMENCE BUSINESS
(INCLUDED IN EXHIBIT 1)
<PAGE>
EXHIBIT 3
A COPY OF THE AUTHORIZATION OF THE TRUSTEE
TO EXERCISE CORPORATE TRUST POWERS
[See Attached]
<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 July, 1999.
/s/ F. Scott O'Donnell
---------------------------------
F. SCOTT O'DONNELL
Superintendent
Division of Financial
Institutions
<PAGE>
EXHIBIT 4
A COPY OF THE EXISTING CODE OF REGULATIONS OF THE TRUSTEE
INCORPORATING AMENDMENTS TO DATE
[See Attached]
<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 (*) of
the outstanding shares of the Company.
SECTION 5. VACANCIES. Any vacancy occurring in the Board of Directors
may be filled by the Board of Directors until an election to fill such vacancy
is had.
<PAGE>
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.
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.
<PAGE>
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.
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
<PAGE>
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 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 (*) 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.
<PAGE>
EXHIBIT 5
A COPY OF EACH INDENTURE REFERRED TO IN ITEM 4
(NOT APPLICABLE)
<PAGE>
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321 (B)
OF THE TRUST INDENTURE ACT OF 1939
[See Attached]
<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.
<TABLE>
<CAPTION>
ASSETS
Thousands
of Dollars
<S> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
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 three years 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
</TABLE>
<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)
