SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 12, 1994
PSI RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Indiana 1-9941 35-1724168
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) (Identification No.)
1000 East Main Street, Plainfield, Indiana 46168
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (317) 839-9611
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PSI RESOURCES, INC.
FORM 8-K
TABLE OF CONTENTS
Item Page
Number Number
1. Changes in Control of Registrant . . . . . . . . . 3
2. Acquisition or Disposition of Assets . . . . . . . 3
3. Bankruptcy or Receivership . . . . . . . . . . . . 3
4. Changes in Registrant's Certifying Accountant . . 3
5. Other Events . . . . . . . . . . . . . . . . . . . 3
6. Resignations of Registrant's Directors . . . . . . 4
7. Financial Statements and Exhibits . . . . . . . . 4
8. Change in Fiscal Year. . . . . . . . . . . . . . . 4
Signatures . . . . . . . . . . . . . . . . . . . . 5
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1. Changes in Control of Registrant
None
2. Acquisition or Disposition of Assets
None
3. Bankruptcy or Receivership
None
4. Changes in Registrant's Certifying Accountant
None
5. Other Events
On August 16, 1993, the Federal Energy Regulatory Commission (FERC)
conditionally approved the application of PSI Resources, Inc.
(Resources), PSI Energy, Inc. (Energy), and The Cincinnati Gas &
Electric Company (CG&E) to merge and reorganize into CINergy Corp., as
provided in the Agreement and Plan of Reorganization dated as of
December 11, 1992, which was subsequently amended and restated on July
2, 1993, and as of September 10, 1993 (the Merger). This conditional
approval was made by the FERC without a formal hearing and, according to
public statements by the Commissioners, was done in reliance, in part,
on the FERC's belief that the regulatory commissions of the affected
states would have authority to approve or disapprove the Merger.
On September 15, 1993, Energy and CG&E filed a statement with the FERC
clarifying their conclusions at that time that, under the revised
structure of the Merger, where neither public utility would be merged
with the other and a registered holding company would be created, no
prior approval of a state commission is necessary or authorized under
state law. Upon a subsequent request of the staff of the Kentucky
Public Service Commission, CG&E agreed to file an application with that
commission regarding a contended indirect change in ownership of CG&E's
subsidiary, Union Light, Heat & Power Company, that might be occasioned
by the Merger.
Given the issues raised on the request for a rehearing and the lack of
certainty in the record regarding state regulatory powers, on January
12, 1994, the FERC issued an order withdrawing its prior conditional
approval of the Merger and initiating a 60-day FERC-sponsored settlement
procedure. A settlement judge has scheduled the first conference for
January 19, 1994, at which time the 60-day period will begin. At the end
of this 60-day period, the settlement judge must submit to the FERC
either a settlement or a statement that negotiations have failed. The
FERC has indicated that, if the settlement procedure is not successful,
it intends to issue a further order setting appropriate issues for
hearing.
Energy and CG&E believe this settlement procedure will provide the
opportunity to resolve the state regulatory commissions' concerns on the
remaining contested issues. Energy and CG&E also believe significant
progress has already been made toward resolution of several issues with
state commissions. Energy and CG&E's goal remains to complete the
Merger by mid-1994; however, even assuming settlement, the FERC's
decision could delay the Merger consummation date into the third quarter
of 1994. If a hearing is convened, the Merger consummation date would
likely be further extended.
6. Resignations of Registrant's Directors
None
7. Financial Statements and Exhibits
None
8. Change in Fiscal Year
None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PSI RESOURCES, INC.
Registrant
Date: January 18, 1994
By: /s/ Charles J. Winger
(Charles J. Winger)
Comptroller and Principal
Accounting Officer
