SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
ON FORM 10-K FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1993
(Commission File Number 1-9941)
PSI RESOURCES, INC.
(Exact name of registrant as specified in charter)
Indiana 35-1724168
(State of (I.R.S. Employer
Incorporation) Identification No.)
1000 East Main Street
Plainfield, Indiana 46168
(Address of principal executive offices)
Telephone Number: (317)839-9611
<PAGE>
The undersigned registrant, PSI Resources, Inc., hereby amends the
following item of its Annual Report on Form 10-K for the fiscal year ended
December 31, 1993 (Form 10-K), as set forth below:
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
The exhibit list contained on pages 72 to 79 of the Form 10-K provided
pursuant to Item 14(c) of Regulation S-K is hereby amended and restated in its
entirety as set forth below:
(c) Exhibits.
Copies of the documents listed below which are identified with an asterisk (*)
have heretofore been filed with the Securities and Exchange Commission and are
incorporated herein by reference and made a part hereof; and the exhibit
number and file number of the document so filed, and incorporated herein by
reference, are stated in parentheses in the description of such exhibit.
Exhibits identified by a double asterisk (**) were previously filed with the
Form 10-K. Exhibits not so identified are filed herewith.
Exhibit
Designation Nature of Exhibit
2-a *Amended and Restated Agreement and Plan
of Reorganization by and among The
Cincinnati Gas & Electric Company, PSI
Resources, Inc., PSI Energy, Inc., CINergy
Corp., an Ohio corporation, CINergy Corp.,
a Delaware corporation, and CINergy Sub,
Inc. dated as of December 11, 1992, as
amended and restated on July 2, 1993
(Exhibit to Amendment No. 21 to the
Schedule 14D-9 filed by PSI Resources,
Inc. on July 2, 1993), as further amended
and restated on September 10, 1993.
(Exhibit to PSI Resources, Inc.'s Form 8-K
dated September 27, 1993.)
2-b *Press release issued by The Cincinnati
Gas & Electric Company and PSI Resources,
Inc. dated July 2, 1993, announcing the
restructured merger transaction. (Exhibit
to Amendment No. 21 to Schedule 14D-9
filed by PSI Resources, Inc. on July 2,
1993.)
Exhibit
Designation Nature of Exhibit
2-c *Letter Agreement dated as of August 13,
1993, between PSI Resources, Inc. and The
Cincinnati Gas & Electric Company (with
attachments thereto). (Exhibit to
Amendment No. 32 to the Schedule 14D-9
filed by PSI Resources, Inc. on August 16,
1993 (PSI Resources, Inc.'s Schedule 14D-
9, Amendment No. 32).)
2-d *Press release issued by PSI Resources,
Inc. and The Cincinnati Gas & Electric
Company dated August 16, 1993, announcing
that The Cincinnati Gas & Electric
Company, under a letter agreement, will
increase the exchange ratio of CINergy
Corp. common stock for PSI Resources, Inc.
common stock in the proposed merger to
form CINergy Corp., contingent on PSI
Resources, Inc.'s nominees for directors
being elected at PSI Resources, Inc.'s
Annual Shareholders Meeting. (Exhibit to
PSI Resources, Inc.'s Schedule 14D-9,
Amendment No. 32.)
3-a *Amended Articles of Incorporation dated
April 20, 1990, of PSI Resources, Inc.
(Exhibit to PSI Resources, Inc.'s Form 8
dated April 26, 1991.)
3-b *By-laws, as amended January 28, 1993, of
PSI Resources, Inc. (Exhibit to PSI
Resources, Inc.'s 1992 Form 10-K.)
4-a *Rights Agreement dated as of December 11,
1992, by and between PSI Resources, Inc.
and The First Chicago Trust Company of New
York, as Rights Agent (Exhibit to PSI
Resources, Inc.'s Form 8-K dated December
11, 1992.)
4-b *Amendment No. 1 dated as of November 2,
1993, to the Rights Agreement dated as of
December 11, 1992, between PSI Resources,
Inc. and The First Chicago Trust Company
of New York, as Rights Agent. (Exhibit to
PSI Resources, Inc.'s Form 8-K dated
November 2, 1993.)
Exhibit
Designation Nature of Exhibit
10-a *+PSI Resources, Inc. 1989 Stock Option
Plan, amended and restated July 30, 1991,
retroactively effective July 1, 1991.
(Exhibit to PSI Resources, Inc.'s 1991
Form 10-K.)
10-b *PSI Resources, Inc. Employee Stock
Purchase and Savings Plan, amended and
restated July 30, 1991, retroactively
effective July 1, 1991. (Exhibit to PSI
Resources, Inc.'s 1991 Form 10-K.)
10-c *+PSI Resources, Inc. Directors' Deferred
Compensation Plan, amended and restated
January 30, 1992, effective September 1,
1992. (Exhibit to PSI Resources, Inc.'s
1992 Form 10-K.)
10-d **+Amendment to PSI Resources, Inc.
Directors' Deferred Compensation Plan
dated September 1, 1992.
10-e *+PSI Resources, Inc. Annual Incentive
Plan adopted January 30, 1992,
retroactively dated January 1, 1991.
(Exhibit to PSI Resources, Inc.'s 1992
Form 10-K.)
10-f *+PSI Resources, Inc. Performance Shares
Plan adopted January 30, 1992,
retroactively dated January 1, 1991.
(Exhibit to PSI Resources, Inc.'s 1992
Form 10-K.)
10-g *+Amendment to PSI Resources, Inc. Annual
Incentive Plan dated December 1, 1992.
(Exhibit to PSI Resources, Inc.'s 1992
Form 10-K.)
10-h *+PSI Resources, Inc. Retirement Plan for
Directors, amended and restated July 31,
1991, retroactively effective July 1,
1991. (Exhibit to PSI Resources, Inc.'s
1992 Form 10-K.)
10-i *+Amendment to PSI Resources, Inc.
Retirement Plan for Directors dated
December 1, 1992. (Exhibit to PSI
Resources, Inc.'s 1992 Form 10-K.)
Designation Nature of Exhibit
10-j *PSI Energy, Inc. Union Employees' 401(k)
Savings Plan, amended and restated
December 11, 1991, effective January 1,
1992. (Exhibit to PSI Resources, Inc.'s
1992 Form 10-K.)
10-k *PSI Energy, Inc. Employees' 401(k)
Savings Plan, amended and restated
December 11, 1991, effective January 1,
1992. (Exhibit to PSI Resources, Inc.'s
1992 Form 10-K.)
10-l *+Employment Agreement dated May 17, 1990,
among PSI Resources, Inc., PSI Energy,
Inc. and James E. Rogers, Jr. (Exhibit to
the Schedule 14D-9 filed by PSI Resources,
Inc. on April 7, 1993 (the "Resources
Schedule 14D-9").)
10-m *+Employment Agreement dated December 11,
1992, among PSI Resources, Inc., PSI
Energy, Inc., The Cincinnati Gas &
Electric Company, CINergy Corp. and James
E. Rogers, Jr. (Exhibit to Form S-4 filed
by CINergy Corp. (Commission File No. 33-
59964) on March 23, 1993.)
10-n *+Form of Severance Agreement dated
December 11, 1992, among PSI Resources,
Inc., PSI Energy, Inc. and James E.
Rogers, Jr. (Exhibit to PSI Resources,
Inc.'s Form 10-K/A, Amendment No. 1, filed
April 29, 1993.)
10-o *+Form of Severance Agreement dated
December 11, 1992, among PSI Resources,
Inc., PSI Energy, Inc. and each of Cheryl
M. Foley, Joseph W. Messick, Jr., Jon D.
Noland, J. Wayne Leonard, and Larry E.
Thomas. (Exhibit to PSI Resources, Inc.'s
Form 10-K/A, Amendment No. 1, filed April
29, 1993.)
10-p *+Master Trust Agreement for Employees'
Plans (the "Employees' Trust Agreement")
between PSI Resources, Inc. and National
City Bank, Indiana. (Exhibit to the
Resources Schedule 14D-9.)
Exhibit
Designation Nature of Exhibit
10-q *+Master Trust Agreement for Directors'
Plans (the "Directors' Trust Agreement")
between PSI Resources, Inc. and National
City Bank, Indiana. (Exhibit to the
Resources Schedule 14D-9.)
10-r *+Amendment No. 1 to each of the
Employees' Trust Agreement and the
Directors' Trust Agreement. (Exhibit to
the Resources Schedule 14D-9.)
10-s *+Form of Amendment No. 2 to the
Employees' Trust Agreement. (Exhibit to
Amendment No. 1 to the Resources Schedule
14D-9 filed April 23, 1993.)
10-t *Employment Agreement dated October 4,
1993, among PSI Resources, Inc., PSI
Energy, Inc., and John M. Mutz. (Exhibit
to PSI Resources, Inc.'s September 30,
1993, Form 10-Q.)
10-u *Text of Settlement Agreement dated
October 27, 1993, by and among PSI
Resources, Inc., PSI Energy, Inc., The
Cincinnati Gas & Electric Company, CINergy
Corp., IPALCO Enterprises, Inc.,
Indianapolis Power & Light Company, James
E. Rogers, John R. Hodowal, and Ramon L.
Humke (together with the exhibits and
schedules thereto). (Exhibit to PSI
Resources, Inc.'s Form 8-K dated October
27, 1993.)
10-v **+Amendment to PSI Resources, Inc. Annual
Incentive Plan dated July 2, 1993.
10-w **+Amendment to PSI Resources, Inc.
Retirement Plan for Directors dated July
2, 1993.
10-x **+Amendment No. 2 to the Directors' Trust
Agreement.
10-y **+Amendment No. 3 to the Employees' Trust
Agreement.
Exhibit
Designation Nature of Exhibit
10-z **+Amendment to PSI Resources, Inc.
Retirement Plan for Directors adopted
December 15, 1993, retroactively dated
February 1, 1990.
10-aa **+Amendment No. 3 to the Directors' Trust
Agreement.
10-bb **+Amendment No. 4 to the Employees' Trust
Agreement.
21 **Subsidiaries of PSI Resources, Inc.
23 **Consent of Independent Public
Accountants.
24 **Power of Attorney.
99-a *Complaint of Lydia Grady, as Plaintiff,
and PSI Resources, Inc., et al., as
Defendants dated March 17, 1993. Superior
Court No. 1 of Hendricks County in the
State of Indiana. (Exhibit to PSI
Resources, Inc.'s 1992 Form 10-K.)
99-b *Complaint of Moise Katz, as Plaintiff,
and PSI Resources, Inc., et al., as
Defendants dated March 16, 1993. Superior
Court No. 2 of Hendricks County in the
State of Indiana. (Exhibit to PSI
Resources, Inc.'s 1992 Form 10-K.)
99-c *Complaint of J. E. and Z. B. Butler
Foundation, as Plaintiff, and PSI
Resources, Inc., et al., as Defendants
dated March 17, 1993. U.S. District Court
for the Southern District of Indiana,
Indianapolis Division. (Exhibit to PSI
Resources, Inc.'s 1992 Form 10-K.)
99-d *Amended Complaint of J. E. and Z. B.
Butler Foundation, as Plaintiff, and PSI
Resources, Inc., et al., as Defendants
dated March 23, 1993. U.S. District Court
for the Southern District of Indiana,
Indianapolis Division. (Exhibit to PSI
Resources, Inc.'s 1992 Form 10-K.)
Exhibit
Designation Nature of Exhibit
99-e *Class Action Complaint of Lamont
Carpenter, individually, and on behalf of
all others situated, as Plaintiffs, and
PSI Resources, Inc., et al., as Defendants
dated March 26, 1993. U.S. District Court
for the Southern District of Indiana,
Indianapolis Division. (Exhibit to the
Resources Schedule 14D-9.)
99-f *Complaint of Ronald Gaudiano and Gladys
Post, as Plaintiffs, and PSI Resources,
Inc., et al., as Defendants dated March
26, 1993. U.S. District Court for the
Southern District of Indiana, Indianapolis
Division. (Exhibit to the Resources
Schedule 14D-9.)
99-g *Stipulated Order of Consolidation and
Appointment of Co-Lead Counsel and Liaison
Counsel, dated April 13, 1993, in the case
entitled Lydia Grady v. PSI Resources,
Inc., et al., (Case No. IP-93-345-C), U.S.
District Court for the Southern District
of Indiana. (Exhibit to Amendment No. 1
to Schedule 14D-9 filed by PSI Resources,
Inc. on April 23, 1993.)
99-h *Order of Dismissal dated July 1, 1993,
issued in Katz v. PSI Resources, Inc., et
al., (Case No. 32D02-9303-CP-27) Superior
Court for Hendricks County in the State of
Indiana. (Exhibit to Amendment No. 22 to
the Schedule 14D-9 filed by PSI Resources,
Inc. on July 6, 1993.)
99-i *Order entered on July 19, 1993, in Katz
v. PSI Resources, Inc., et al., (Case No.
32D02-9303-CP-27), Superior Court for
Hendricks County in the State of Indiana.
(Exhibit to Amendment No. 26 to the
Schedule 14D-9 filed by PSI Resources,
Inc. on July 23, 1993.)
Exhibit
Designation Nature of Exhibit
99-j *Text of an Order Granting Preliminary
Injunction dated August 5, 1993, in In re:
PSI Merger Shareholder Litigation,
(Consolidated Master File No. IP 93-345-
C), U.S. District Court for the Southern
District of Indiana, Indianapolis
Division; Entry Regarding Motion for
Preliminary Injunction in the foregoing
case. (Exhibit to Amendment No. 29 to the
Schedule 14D-9 filed by PSI Resources,
Inc. on August 6, 1993.)
99-k *Third amended complaint of Moise Katz, as
Plaintiff, and PSI Resources, Inc., et
al., as Defendants dated August 18, 1993.
Superior Court No. 2 of Hendricks County
in the State of Indiana. (Exhibit to PSI
Resources, Inc.'s September 30, 1993, Form
10-Q.)
99-l *Press release issued by PSI Resources,
Inc. and The Cincinnati Gas & Electric
Company announcing that PSI Resources,
Inc., The Cincinnati Gas & Electric
Company, and IPALCO Enterprises, Inc. had
reached a settlement agreement. (Exhibit
to PSI Resources, Inc.'s Form 8-K dated
October 27, 1993.)
99-m 1993 Form 11-K Annual Report of PSI
Energy, Inc. Union Employees' 401(k)
Savings Plan.
99-n 1993 Form 11-K Annual Report of PSI
Energy, Inc. Employees' 401(k) Savings
Plan.
99-o 1993 Form 11-K Annual Report of PSI
Resources, Inc. Employee Stock Purchase
and Savings Plan.
_________________________
+ Management contract, compensation plan or arrangement required to be filed
as an exhibit pursuant to Item 14(c) of Form 10-K.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
PSI RESOURCES, INC.
Registrant
Dated: April 28, 1994
By /s/ James E. Rogers
(James E. Rogers) Chairman
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
Signature Title Date
James K. Baker Director
Hugh A. Barker Director
Michael G. Browning Director
Kenneth M. Duberstein Director
John A. Hillenbrand, II Director
John M. Mutz President & Director
Melvin Perelman, Ph.D. Director
Van P. Smith Director
Robert L. Thompson, Ph.D. Director
/s/ J. Wayne Leonard Senior Vice President April 28, 1994
(J. Wayne Leonard) and Director
Attorney-in-fact for all (Principal Financial Officer)
the foregoing persons
/s/ James E. Rogers Chairman and Director April 28, 1994
(James E. Rogers) (Principal Executive Officer)
/s/ Charles J. Winger Comptroller April 28, 1994
(Charles J. Winger) (Principal Accounting Officer)
Exhibit 99-m
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (FEE REQUIRED) for the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED) for the transition period from
____________________ to ____________________
COMMISSION FILE NUMBER 1-9941
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
(Full title of the plan)
PSI RESOURCES, INC.
(Name of issuer of the securities held pursuant to the plan)
1000 East Main Street
Plainfield, Indiana 46168
(Address of principal executive offices)
<PAGE>
FINANCIAL STATEMENTS AND EXHIBITS
Page No.
(a) Financial Statements
Report of Independent Public Accountants 3
Statement of Financial Condition as of
December 31, 1993 4-4a
Statement of Financial Condition as of
December 31, 1992 5-5a
Statement of Income and Other Changes in Plan Equity
for the Year Ended December 31, 1993 6-6a
Statement of Income and Other Changes in Plan Equity
for the Year Ended December 31, 1992 7-7a
Statement of Income and Other Changes in Plan Equity
for the Year ended December 31, 1991 8-8a
Notes to Financial Statements 9-16
Financial Statement Schedules (As Required By The Employee
Retirement Income Security Act)
Schedule I - Schedule of Assets Held For Investment
Purposes - December 31, 1993 17
Schedule I - Schedule of Assets Held For Investment
Purposes - December 31, 1992 18
Schedule II - Schedule of Reportable Transactions 19
(b) Exhibits
1) Consent of Independent Public Accountants
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of
the PSI Energy, Inc. Union
Employees' 401(k) Savings Plan:
We have audited the accompanying statements of financial condition of the PSI
ENERGY, INC. UNION EMPLOYEES' 401(k) SAVINGS PLAN as of December 31, 1993 and
1992, and the statements of income and other changes in plan equity for each
of the three years in the period ended December 31, 1993. These financial
statements and the schedules referred to below are the responsibility of the
Plan Administrator. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by the Plan Administrator, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Plan as of December 31,
1993 and 1992, and the results of its operations and changes in plan equity
for each of the three years in the period ended December 31, 1993, in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. Schedules I and II are presented for
the purpose of complying with the Department of Labor Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974 and are not a required part of the basic financial statements. These
schedules have been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, are fairly stated in
all material respects, in relation to the basic financial statements taken as
a whole.
ARTHUR ANDERSEN & CO.
Indianapolis, Indiana,
April 1, 1994<PAGE>
<TABLE>
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1993
<CAPTION>
Aggressive Money
Equity Conservative Balanced Bond Market
Fund Equity Fund Fund Fund Fund Income Fund Stock Fund
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments
(Schedule I) $3,883,202 $2,196,279 $1,186,517 $297,309 $3,692,771 $ - $12,925,189
Contributions
receivable (Note E):
Participants 35,108 19,091 10,836 3,147 27,450 - 13,788
PSI Energy, Inc. - - - - - - 531,579
35,108 19,091 10,836 3,147 27,450 - 545,367
NET ASSETS $3,918,310 $2,215,370 $1,197,353 $300,456 $3,720,221 $ - $13,470,556
PLAN EQUITY $3,918,310 $2,215,370 $1,197,353 $300,456 $3,720,221 $ - $13,470,556
The accompanying notes are an integral part of these financial statements.
Page 1 of 2
</TABLE>
<PAGE>
<TABLE>
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1993
<CAPTION>
Total
Participant Combined
Loan Fund Funds
<S> <C> <C>
ASSETS
Investments
(Schedule I) $596,482 $24,777,749
Contributions
receivable (Note E):
Participants - 109,420
PSI Energy, Inc. - 531,579
- 640,999
NET ASSETS $596,482 $25,418,748
PLAN EQUITY $596,482 $25,418,748
The accompanying notes are an integral part of these financial statements.
Page 2 of 2
/TABLE
<PAGE>
<TABLE>
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1992
<CAPTION>
Aggressive Money
Equity Conservative Bond Market
Fund Equity Fund Fund Fund Income Fund Stock Fund
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments
(Schedule I) $2,446,686 $1,355,756 $198,276 $2,949,568 $893,360 $7,987,703
Contributions
receivable (Note E):
Participants 30,837 15,742 2,640 34,771 - 11,674
PSI Energy, Inc. - - - - - 372,160
30,837 15,742 2,640 34,771 - 383,834
NET ASSETS $2,477,523 $1,371,498 $200,916 $2,984,339 $893,360 $8,371,537
PLAN EQUITY $2,477,523 $1,371,498 $200,916 $2,984,339 $893,360 $8,371,537
The accompanying notes are an integral part of these financial statements.
Page 1 of 2
/TABLE
<PAGE>
<TABLE>
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1992
<CAPTION>
Total
Participant Combined
Loan Fund Funds
<S> <C> <C>
ASSETS
Investments
(Schedule I) $416,701 $16,248,050
Contributions
receivable (Note E):
Participants - 95,664
PSI Energy, Inc. - 372,160
- 467,824
NET ASSETS $416,701 $16,715,874
PLAN EQUITY $416,701 $16,715,874
The accompanying notes are an integral part of these financial statements.
Page 2 of 2
/TABLE
<PAGE>
<TABLE>
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF INCOME AND OTHER CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
Aggressive Money
Equity Conservative Balanced Bond Market
Fund Equity Fund Fund Fund Fund Income Fund
<S> <C> <C> <C> <C> <C> <C>
Investment income
Interest $ - $ - $ - $ - $ - $ 6
Dividends 342,082 73,498 58,764 17,351 109,702 -
Realized gains
on disposition of
assets (Note F) 32,110 12,691 1,247 1,862 - -
Unrealized appreciation
of assets (Note G) 277,899 240,625 76,735 530 - -
652,091 326,814 136,746 19,743 109,702 6
Contributions
(Notes D and E)
Participants 821,369 472,292 193,163 81,618 822,113 -
PSI Energy, Inc. - - - - - -
Rollovers 577 - 288 - - -
Transfers (to)/from
Employees' 401(k)
Savings Plan, net (39,774) (23,521) (7,091) 1,391 (12,123) -
Withdrawals (29,190) (5,524) (1,157) (450) (62,480) (918)
752,982 443,247 185,203 82,559 747,510 (918)
Transfers between
funds 35,714 73,811 875,404 (2,762) (121,330) (892,448)
Income and other changes
in Plan equity for
the year 1,440,787 843,872 1,197,353 99,540 735,882 (893,360)
Plan equity at beginning
of the year 2,477,523 1,371,498 - 200,916 2,984,339 893,360
Plan equity at end of
the year $3,918,310 $2,215,370 $1,197,353 $300,456 $3,720,221 $ -
The accompanying notes are an integral part of these financial statements.
Page 1 of 2
/TABLE
<PAGE>
<TABLE>
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF INCOME AND OTHER CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
Total
Participant Combined
Stock Fund Loan Fund Funds
<S> <C> <C> <C>
Investment income
Interest $ - $ 33,402 $ 33,408
Dividends 516,688 - 1,118,085
Realized gains
on disposition of
assets (Note F) 49,570 - 97,480
Unrealized appreciation
of assets (Note G) 2,810,849 $ - 3,406,638
3,377,107 33,402 4,655,611
Contributions
(Notes D and E)
Participants 347,070 - 2,737,625
PSI Energy, Inc. 1,748,763 - 1,748,763
Rollovers 288 - 1,153
Transfers (to)/from
Employees' 401(k)
Savings Plan, net (102,633) - (183,751)
Withdrawals (156,808) - (256,527)
1,836,680 - 4,047,263
Transfers between
funds (114,768) 146,379 -
Income and other changes
in Plan equity for
the year 5,099,019 179,781 8,702,874
Plan equity at beginning
of the year 8,371,537 416,701 16,715,874
Plan equity at end of
the year $13,470,556 $596,482 $25,418,748
The accompanying notes are an integral part of these financial statements.
Page 2 of 2
/TABLE
<PAGE>
<TABLE>
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF INCOME AND OTHER CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1992
<CAPTION>
Aggressive Money
Equity Conservative Bond Market
Fund Equity Fund Fund Fund Income Fund
<S> <C> <C> <C> <C> <C>
Investment income
Interest $ - $ - $ - $ - $ 72,028
Dividends 300,220 38,970 9,763 95,829 -
Realized gains/(losses)
on disposition of
assets (Note F) (4,817) 1,672 (65) - -
Unrealized appreciation
(depreciation) of
assets (Note G) (145,289) 102,672 (2,473) - -
150,114 143,314 7,225 95,829 72,028
Contributions
(Notes D and E)
Participants 620,824 361,365 52,031 946,795 -
PSI Energy, Inc. - - - - -
Rollovers 12,341 9,580 19,302 8,511 -
Transfers (to)/from
Employees' 401(k)
Savings Plan, net 8,111 14,610 (131) (5,229) (3,252)
Withdrawals (12,880) (700) (457) (28,867) (11,666)
628,396 384,855 70,745 921,210 (14,918)
Transfers between funds 326,036 137,442 122,946 (356,970) (40,036)
Income and other changes
in Plan equity for
the year 1,104,546 665,611 200,916 660,069 17,074
Plan equity at beginning
of the year 1,372,977 705,887 - 2,324,270 876,286
Plan equity at end of
the year $2,477,523 $1,371,498 $200,916 $2,984,339 $893,360
The accompanying notes are an integral part of these financial statements.
Page 1 of 2
/TABLE
<PAGE>
<TABLE>
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF INCOME AND OTHER CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1992
<CAPTION>
Total
Participant Combined
Stock Fund Loan Fund Funds
<S> <C> <C> <C>
Investment income
Interest $ - $ 25,106 $ 97,134
Dividends 372,464 - 817,246
Realized gains/(losses)
on disposition of
assets (Note F) (5,339) - (8,549)
Unrealized appreciation
(depreciation) of
assets (Note G) 1,002,485 - 957,395
1,369,610 25,106 1,863,226
Contributions
(Notes D and E)
Participants 301,637 - 2,282,652
PSI Energy, Inc. 1,434,233 - 1,434,233
Rollovers 1,100 - 50,834
Transfers (to)/from
Employees' 401(k)
Savings Plan, net (26,951) - (12,842)
Withdrawals (81,931) - (136,501)
1,628,088 - 3,618,376
Transfers between funds (326,139) 136,721 -
Income and other changes
in Plan equity for
the year 2,671,559 161,827 5,481,602
Plan equity at beginning
of the year 5,699,978 254,874 11,234,272
Plan equity at end of
the year $8,371,537 $416,701 $16,715,874
The accompanying notes are an integral part of these financial statements.
Page 2 of 2
/TABLE
<PAGE>
<TABLE>
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF INCOME AND OTHER CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1991
<CAPTION>
Aggressive Money
Equity Conservative Market
Fund Equity Fund Fund Income Fund Stock Fund
<S> <C> <C> <C> <C> <C>
Investment income
Interest $ - $ - $ - $ 70,169 $ -
Dividends 114,890 26,206 103,055 - 277,991
Realized gains on
disposition of
assets (Note F) 18,754 6,899 - - 4,325
Unrealized appreciation
of assets (Note G) 203,451 94,244 - - 227,226
337,095 127,349 103,055 70,169 509,542
Contributions
(Notes D and E)
Participants 373,492 223,581 944,265 - 273,929
PSI Energy, Inc. - - - - 314,416
Transfers to Employees'
401(k) Savings Plan,
net (11,513) (9,614) (11,487) (5,309) (28,329)
Withdrawals (8,191) (6,917) (24,775) (11,985) (117,116)
353,788 207,050 908,003 (17,294) 442,900
Transfers between funds (23,611) 14,135 339,828 (378,190) (92,002)
Income and other
changes in Plan equity
for the year 667,272 348,534 1,350,886 (325,315) 860,440
Plan equity at beginning
of the year 705,705 357,353 973,384 1,201,601 4,839,538
Plan equity at end of
the year $1,372,977 $705,887 $2,324,270 $ 876,286 $5,699,978
The accompanying notes are an integral part of these financial statements.
Page 1 of 2
/TABLE
<PAGE>
<TABLE>
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF INCOME AND OTHER CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1991
<CAPTION>
Total
Participant Combined
Loan Fund Funds
<S> <C> <C>
Investment income
Interest $ 13,811 $ 83,980
Dividends - 522,142
Realized gains on
disposition of
assets (Note F) - 29,978
Unrealized appreciation
of assets
(Note G) - 524,921
13,811 1,161,021
Contributions
(Notes D and E)
Participants - 1,815,267
PSI Energy, Inc. - 314,416
Transfers to Employees'
401(k) Savings Plan,
net - (66,252)
Withdrawals - (168,984)
- 1,894,447
Transfers between funds 139,840 -
Income and other
changes in Plan equity
for the year 153,651 3,055,468
Plan equity at beginning
of the year 101,223 8,178,804
Plan equity at end of
the year $254,874 $11,234,272
The accompanying notes are an integral part of these financial statements.
Page 2 of 2
/TABLE
<PAGE>
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Note A - Plan Description:
The PSI Energy, Inc. Union Employees' 401(k) Savings Plan (Plan) is a
defined contribution plan covering union employees of PSI Energy,
Inc. (Energy) who meet minimum age and service requirements. The
Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974. The administrative expenses of the Plan are
paid by Energy. Further details of the Plan are provided in
the Summary Plan Description which has been distributed to all Plan
participants.
On July 1, 1993, U.S. Trust Company of California, N.A. was named
Trustee of the Plan.
Note B - Accounting Principles:
The accounts of the Plan are maintained on an accrual basis. Assets
of the Plan are valued at current market value. Requests for
withdrawal received but not yet processed by the Plan have not been
reflected in the financial statements and total $16,983 for 1993 and
$6,270 for 1992.
Note C - Income Tax Status:
Energy intends to request the Internal Revenue Service to issue a
determination letter that the Plan continues to be qualified under
Section 401(a) and the trust is exempt from Federal income tax under
Section 501(a) of the Internal Revenue Code of 1986 (Code). Energy
intends to make any additional amendments to the Plan which may be
required by the Internal Revenue Service as a condition to the
issuance of such a determination letter. The discussion of Federal
income tax effect to participants that follows assumes a favorable
determination by the Internal Revenue Service regarding qualification
of the Plan.
Federal Income Tax Effect to Participants
a. General
Qualification of the Plan under Section 401(a) of the Code
means that a participant is not subject to Federal income taxes on
amounts contributed to the participant's Deferred Compensation
Account (pre-tax participant contributions), Company Matching Account
(Energy contributions) and Incentive Matching Account (Energy
contributions based on meeting certain corporate goals), or earnings
thereon, until such amounts are distributed to the participant or to
a beneficiary in the event of the participant's death. Contributions
to the participant's Deferred Compensation Account are subject to
Federal employment (FICA) taxes and may be subject to certain state
and local income taxes.
<PAGE>
b. Contributions to Participants' Accounts
Contributions to a participant's Deferred Compensation
Account reduce the amount of compensation subject to Federal income
tax to the extent of the contributions. The Code limits the average
of the percentages of annual compensation deferred under the Plan by
"highly compensated employees" to a certain multiple of the average
of the percentages of annual compensation deferred by eligible
employees who are not "highly compensated employees." The total of a
participant's Deferred Compensation Contributions under the Plan
plus, in the case of a participant who during the year was also
employed by an organization other than Energy, all similar
contributions made by or for the participant under a comparable plan
maintained by such other employer cannot exceed $7,000, as adjusted
under Code Section 415(g)(5) beginning January 1, 1988 (the
applicable amount for 1993 is $8,994). The Plan also permits
participants to make After-Tax Contributions to the Plan. The sum
of all contributions (including contributions to a participant's
Deferred Compensation Account, Company Matching Account, Incentive
Matching Account and After-Tax Contribution Account under the Plan)
to all qualified defined contribution plans and qualified defined
benefit plans maintained by Energy cannot exceed the lesser of (i)
25% of the participant's earnings for the plan year or (ii) $30,000
or, if greater, one-fourth of the dollar limitation then in effect
pursuant to Code Section 415(d) or allowable under Code Section
415(c)(6).
c. Penalty Tax on Distributions Before Age 59 1/2
If, prior to age 59 1/2, a distribution is received from
the participant's Deferred Compensation Account, Company Matching
Account or Incentive Matching Account, such distribution is taxed as
ordinary income and may be subject to an additional 10% penalty tax
unless one of the statutory exceptions to such penalty tax applies.
Similarly, distributions prior to age 59 1/2 from a participant's
After-Tax Contribution Account must include a prorated portion of
earnings. Such earnings are taxed as ordinary income and may be
subject to the 10% penalty tax unless one of the statutory exceptions
to the penalty tax applies. Distributions made after age 59 1/2 from
a participant's Deferred Compensation Account, Company Matching
Account or Incentive Matching Account are taxed as ordinary income.
Distributions made after age 59 1/2 from a participant's After-Tax
Contribution Account must include a prorated portion of earnings and
such earnings are taxed as ordinary income.
d. Distribution Upon Disability or Termination of
Employment
The Plan provides that distribution upon disability,
retirement, death, or termination of employment may be made in a lump
sum or in a series of equal annual installments over a period not to
exceed the lesser of 10 years, the participant's life expectancy, or
the joint life expectancy of the participant and the participant's
beneficiary. If the distribution is made in a lump sum, the entire
amount distributed from a participant's Deferred Compensation
Account, Company Matching Account or Incentive Matching Account, or
the amount of earnings distributed from the After-Tax Contribution
<PAGE>
Account, may qualify for special rules applicable to lump sum
distributions. Otherwise, such amount is taxed as ordinary income.
The qualifying amount of the lump sum distribution may be eligible in
certain circumstances for 5-year or 10-year averaging. If a lump sum
distribution from the Plan includes shares of PSI Resources, Inc.
(Resources) Common Stock, taxation of such distribution is deferred
until the recipient makes a taxable disposition of the shares.
If the distribution of a participant's Deferred
Compensation Account, Company Matching Account or Incentive Matching
Account is made in installments, then each payment is taxed as
ordinary income. If the distribution of a participant's After-Tax
Contribution Account is made in installments, then the portion of
each payment representing earnings is taxed as ordinary income. If
an installment payment includes shares of Resources Common Stock,
taxation of such distribution is deferred until the recipient makes a
taxable disposition of the shares.
e. Rollover of a Distribution
If a distribution is made in a lump sum, the participant
may, under certain circumstances, roll over to a qualified employee
benefit trust described in Section 401(a) of the Code or an
individual retirement account described in Section 408 of the Code
the entire amount distributed from his Deferred Compensation Account,
Company Matching Account or Incentive Matching Account, or the amount
of earnings distributed from his After-Tax Contribution Account. If
a participant's spouse receives a lump sum distribution as a result
of the participant's death, the spouse may defer taxation of the
entire amount distributed from the participant's Deferred
Compensation Account, Company Matching Account or Incentive Matching
Account, or the amount of earnings distributed from the participant's
After-Tax Contribution Account, to the extent that such amount is
contributed to an individual retirement account in accordance with
applicable law.
f. Withholding Requirements
Effective January 1, 1993, the Unemployment Compensation
Amendments Act of 1992 requires income tax withholding at a rate of
20% for any eligible rollover distribution that is not directly
transferred to another qualified plan or Individual Retirement
Account. This withholding requirement may not be waived by the
participant receiving the distribution. Required distributions
received because a participant has reached age 70 1/2 are not subject
to the 20% withholding requirement.
<PAGE>
Note D - Investment Programs:
The investment programs of the Plan are as follows:
Participant contributions - Upon enrollment or re-enrollment,
participants shall direct that their contributions, including any
rollover contributions, be invested in one or more of the following
investment options:
- Aggressive Equity Fund
The Aggressive Equity Fund invests in equities, bonds,
governmental notes or instruments, or mutual funds or pooled
funds investing in such securities, as determined by Energy, with
the principal purpose of seeking maximum appreciation in value.
- Conservative Equity Fund
The Conservative Equity Fund invests in equities, bonds,
governmental notes or instruments, or mutual funds or pooled
funds investing in such securities, as determined by Energy, with
the principal purpose of matching or exceeding the performance of
a recognized index of stocks or securities.
- Balanced Fund
Effective January 1, 1993, the Balanced Fund was established to
invest in equities, bonds and short-term instruments, as
determined by Energy, with the principal purpose of reducing risk
over the long term by diversifying holdings among the three asset
groups and within the groups.
- Bond Fund
Effective January 1, 1992, the Bond Fund was established to
invest in securities that include obligations of the U.S.
Treasury, U.S. Agencies, corporations, mortgage-backed
obligations, and U.S. dollar-denominated obligations of foreign
governments with the principal purpose of seeking current income
consistent with the preservation of capital.
- Income Fund
The Income Fund consists of one or more savings or group annuity
contracts with stated or variable interest rates. Contributions
and transfers to this Fund ceased as of December 31, 1989.
Repayments of loans originally made from this Fund are now
reflected in the Money Market Fund. The last contract in this
Fund expired December 31, 1992, and those assets were transferred
to the Money Market Fund at that time.
- Stock Fund
The Stock Fund invests primarily in common stock of PSI
Resources, Inc., the parent company of Energy.
<PAGE>
- Money Market Fund
The Money Market Fund invests in high quality money market
instruments including certificates of deposit, commercial paper,
short-term corporate and U.S. Government obligations and bankers'
acceptances issued by major banks. The purpose of the Fund is to
seek high money market yields while maintaining preservation of
capital.
Energy contributions - Energy provides a discretionary matching
contribution as determined by Energy's Board of Directors. The
matching percentage and the maximum percentage of compensation to be
used in the calculation of the matching contributions will be
determined by Energy's Board of Directors with respect to each plan
year. Matching contributions are vested immediately. All Energy
contributions are invested in the Stock Fund; however, participants
may elect to transfer funds from the Stock Fund into another fund as
described above, if the Stock Fund investments were contributed prior
to January 1, 1992. On January 1, 1992, Energy's Board of Directors
approved an increase in the matching contribution and also approved
an incentive matching contribution if Energy meets certain goals
established by the Board. The matching and incentive matching funds
contributed after January 1, 1992 must remain in the Stock Fund until
the participant reaches age 55.
The number of Plan participants invested in each fund was as follows:
December 31,
1993 1992
Aggressive Equity Fund 885 706
Conservative Equity Fund 623 519
Balanced Fund 302 -
Bond Fund 161 115
Money Market Fund 774 839
Income Fund - 645
Stock Fund 1,512 1,364
Note E - Contributions Receivable:
Amounts include investments made in the month subsequent to the date
of the financial statements of $159,326 and $139,928 for 1993 and
1992, respectively, and the incentive matching contribution of
$481,673 and $327,896 for 1993 and 1992, respectively.
<PAGE>
<TABLE>
Note F - Realized Gains on Disposition of Assets:
The change in market value from the beginning of the year to the date of sale for investments sold
during the year is reported separately as Realized gains on disposition of assets in the Statements
of Income and Other Changes in Plan Equity. The net realized gain or loss on investments sold
for 1993, 1992 and 1991 is as follows:
<CAPTION>
Aggressive Conservative Balanced Bond Money Market Stock
1993 Equity Fund Equity Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Proceeds of Sale $ 400,414 $ 202,714 $ 43,018 $ 82,772 $1,191,382 $ 461,173
Cost of Assets 368,304 190,023 41,771 80,910 1,191,382 411,603
Realized Gains on
Disposition of
Assets $ 32,110 $ 12,691 $ 1,247 $ 1,862 $ - $ 49,570
Aggressive Conservative Bond Money Market Income Stock
1992 Equity Fund Equity Fund Fund Fund Fund Fund
Proceeds of Sale $ 114,790 $ 45,613 $ 11,416 $ 499,194 $ 54,954 $505,563
Cost of Assets 119,607 43,941 11,481 499,194 54,954 510,902
Realized Gains/(Losses)
on Disposition
of Assets $ (4,817) $ 1,672 $ (65) $ - $ - $ (5,339)
Aggressive Conservative Money Market Income Stock
1991 Equity Fund Equity Fund Fund Fund Fund
Proceeds of Sale $ 109,283 $ 49,628 $179,009 $ 395,484 $289,387
Cost of Assets 90,529 42,729 179,009 395,484 285,062
Realized Gains on
Disposition of
Assets $ 18,754 $ 6,899 $ - $ - $ 4,325
For purposes of calculating realized gains, the cost of the asset represents the market value of
that asset at the beginning of the year.
/TABLE
<PAGE>
<TABLE>
Note G - Unrealized Appreciation (Depreciation) of Assets:
The unrealized appreciation (depreciation) of assets included in the
Plan equity is as follows:
<CAPTION>
Total
Aggressive Conservative Balanced Bond Stock Combined
Equity Fund Equity Fund Fund Fund Fund Funds
<S> <C> <C> <C> <C> <C> <C>
Balance as of December 31, 1990 $ (20,032) $ (64,218) $ - $ - $ (179,922) $ (264,172)
Realized gains/(losses) on
investments sold in prior
years (14,362) 617 - - 85,336 71,591
Adjusted balance as of
December 31, 1990 (34,394) (63,601) - - (94,586) (192,581)
Change for 1991 203,451 94,244 - - 227,226 524,921
Less previously recorded
unrealized appreciation
(depreciation) on investments
sold during the year (7,099) (6,894) - - 1,708 (12,285)
Balance as of December 31, 1991 176,156 37,537 - - 130,932 344,625
Change for 1992 (145,289) 102,672 - (2,473) 1,002,485 957,395
Less previously recorded
unrealized appreciation
on investments sold
during the year 11,122 1,493 - 220 23,980 36,815
Balance as of December 31, 1992 19,745 138,716 - (2,693) 1,109,437 1,265,205
Change for 1993 277,899 240,625 76,735 530 2,810,849 3,406,638
Less previously recorded
unrealized appreciation
(depreciation) on investments
sold during the year 2,196 14,358 916 (1,809) 51,459 67,120
Balance as of December 31, 1993 $ 295,448 $ 364,983 $ 75,819 $ (354) $3,868,827 $ 4,604,723
/TABLE
<PAGE>
Note H - Party-in-Interest and Reportable Transactions:
There were no party-in-interest transactions during 1993, 1992
or 1991. See Schedule II for a Summary of Reportable
Transactions.
Note I - Participant Loan Fund:
The Plan permits participants to borrow from their Deferred
Compensation Account and ESOP rollover account subject to Department
of Labor regulations. A participant may have up to three loans
outstanding at any one time. Participants select the repayment
period, not to exceed 54 months. The annual interest rate is
determined using comparable factors applied by commercial banks in
making loan decisions. The maximum amount available for a loan is
fifty percent (50%) of the eligible account balances to a maximum of
$50,000. The amount used to secure a loan is 50% of the eligible
account balances.
Certain amounts in the 1991 and 1992 financial statements have been
reclassified to conform to the 1993 presentation.
Note J - Pending Merger of Plan Sponsor's Parent:
Energy, its parent PSI Resources, Inc., and The Cincinnati Gas
& Electric Company entered into an 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
(as amended and restated, the "Merger Agreement"). Under the Merger
Agreement, PSI Resources, Inc. will be merged with and into a newly
formed corporation named CINergy Corp. and a subsidiary of CINergy
Corp. will be merged with and into The Cincinnati Gas & Electric
Company (collectively referred to as the "Mergers"). Pursuant to the
Mergers, each share of PSI Resources, Inc. common stock in the Stock
Fund will be converted into CINergy Corp. common stock based on the
exchange ratio provided for in the Merger Agreement. There will be
no other immediate effects on the Plan due to the Mergers.
<PAGE>
<TABLE>
Schedule I
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
EIN 35-0594457
PLAN 101
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993
<CAPTION>
Column A Column B Column C Column D
Approximate
Market Value
Investment Shares Cost Amount %
<S> <C> <C> <C> <C>
Aggressive Equity Fund
Fidelity Magellan Fund 54,808.775 $ 3,587,754 $ 3,883,202 15.7
Conservative Equity Fund
Fidelity Equity-
Income Fund 64,901.860 1,831,296 2,196,279 8.8
Balanced Fund
Fidelity Asset Manager
Fund 77,046.592 1,110,698 1,186,517 4.8
Bond Fund
Fidelity U.S. Bond
Index Fund 27,028.064 297,663 297,309 1.2
Money Market Fund
Fidelity Retirement
Money Market - 3,692,771 3,692,771 14.9
Stock Fund
PSI Resources, Inc.
Common Stock,
Without Par Value 487,742.991 9,056,362 12,925,189 52.2
Participant Loan Fund - 596,482 596,482 2.4
TOTAL INVESTMENTS $20,173,026 $24,777,749 100.0
/TABLE
<PAGE>
<TABLE>
Schedule I
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
EIN 35-0594457
PLAN 101
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1992
<CAPTION>
Column A Column B Column C Column D
Approximate
Market Value
Investment Shares Cost Amount %
<S> <C> <C> <C> <C>
Aggressive Equity Fund
Fidelity Magellan Fund 38,830.125 $ 2,426,941 $ 2,446,686 15.1
Conservative Equity Fund
Fidelity Equity-
Income Fund 46,734.082 1,217,040 1,355,756 8.3
Bond Fund
Fidelity U.S. Bond
Index Fund 18,427.150 200,969 198,276 1.2
Money Market Fund
Fidelity Retirement
Money Market - 2,949,568 2,949,568 18.2
Income Fund
Fidelity Group -
Guaranteed Investment
Contract 1/ - 893,360 893,360 5.4
Stock Fund
PSI Resources, Inc.
Common Stock,
Without Par Value 399,385.136 6,878,265 7,987,703 49.2
Participant Loan Fund - 416,701 416,701 2.6
TOTAL INVESTMENTS $14,982,844 $16,248,050 100.0
1/ This contract expired December 31, 1992. Funds were transferred to
Fidelity's Retirement Money Market in January 1993.
/TABLE
<PAGE>
<TABLE> Schedule II
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
EIN 35-0594457
PLAN 101
ITEM 27d SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
Current Value Net
Number of Purchase Sale Book Value of Asset on Realized
Transactions Price Proceeds of Asset Sold Transaction Date Gain/(Loss)
<S> <C> <C> <C> <C> <C> <C>
Purchases
Stock Fund 57 $2,538,240 $ - $ - $2,538,240 $ -
Aggressive Equity Fund 117 1,526,922 - - 1,526,922 -
Conservative Equity Fund 111 789,922 - - 789,922 -
Balanced Fund 123 1,151,553 - - 1,151,553 -
Money Market Fund 139 1,934,586 - - 1,934,586 -
Sales
Income Fund 2 - 893,367 893,367 893,367 -
Stock Fund 39 - 461,173 360,144 461,173 101,029
Aggressive Equity Fund 59 - 400,414 366,108 400,414 34,306
Conservative Equity Fund 50 - 202,714 175,665 202,714 27,049
Balanced Fund 16 - 43,018 40,855 43,018 2,163
Money Market Fund 132 - 1,191,382 1,191,382 1,191,382 -
/TABLE
<PAGE>
EXHIBIT 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report included in this Form 11-K into PSI Resources,
Inc.'s previously filed Registration Statement File Nos. 33-28820, 33-29407,
33-34456, 33-56882, and 33-51255.
ARTHUR ANDERSEN & CO.
Indianapolis, Indiana,
April 28, 1994.
<PAGE>
Exhibit 99-n
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (FEE REQUIRED) for the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED) for the transition period from
____________________ to ____________________
COMMISSION FILE NUMBER 1-9941
PSI ENERGY, INC.
EMPLOYEES' 401(k) SAVINGS PLAN
(Full title of the plan)
PSI RESOURCES, INC.
(Name of issuer of the securities held pursuant to the plan)
1000 East Main Street
Plainfield, Indiana 46168
(Address of principal executive offices)
<PAGE>
FINANCIAL STATEMENTS AND EXHIBITS
Page No.
(a) Financial Statements
Report of Independent Public Accountants 3
Statement of Financial Condition as of
December 31, 1993 4-4a
Statement of Financial Condition as of
December 31, 1992 5-5a
Statement of Income and Other Changes in Plan Equity
for the Year Ended December 31, 1993 6-6a
Statement of Income and Other Changes in Plan Equity
for the Year Ended December 31, 1992 7-7a
Statement of Income and Other Changes in Plan Equity
for the Year ended December 31, 1991 8-8a
Notes to Financial Statements 9-16
Financial Statement Schedules (As Required By The Employee
Retirement Income Security Act)
Schedule I - Schedule of Assets Held For Investment
Purposes - December 31, 1993 17
Schedule I - Schedule of Assets Held For Investment
Purposes - December 31, 1992 18
Schedule II - Schedule of Reportable Transactions,
December 31, 1993 19
(b) Exhibits
1) Consent of Independent Public Accountants
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of
the PSI Energy, Inc. Employees'
401(k) Savings Plan:
We have audited the accompanying statements of financial condition of the PSI
ENERGY, INC. EMPLOYEES' 401(k) SAVINGS PLAN as of December 31, 1993 and 1992,
and the related statements of income and other changes in plan equity for each
of the three years in the period ended December 31, 1993. These financial
statements and the schedules referred to below are the responsibility of the
Plan Administrator. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by the Plan Administrator, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Plan as of December 31,
1993 and 1992, and the results of its operations and changes in plan equity
for each of the three years in the period ended December 31, 1993, in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. Schedules I and II are presented for
the purpose of complying with the Department of Labor Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974 and are not a required part of the basic financial statements. These
schedules have been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, are fairly stated in
all material respects, in relation to the basic financial statements taken as
a whole.
ARTHUR ANDERSEN & CO.
Indianapolis, Indiana,
April 1, 1994<PAGE>
<TABLE>
PSI ENERGY, INC.
EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1993
<CAPTION>
Aggressive Money
Equity Conservative Balanced Bond Market
Fund Equity Fund Fund Fund Fund Income Fund Stock Fund
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments
(Schedule I) $16,644,317 $8,031,599 $2,664,054 $947,394 $7,093,553 $ - $23,886,746
Contributions
receivable
(Note E):
Participants 93,544 46,320 20,568 8,179 33,515 - 15,407
PSI Energy, Inc. - - - - - - 974,701
93,544 46,320 20,568 8,179 33,515 - 990,108
NET ASSETS $16,737,861 $8,077,919 $2,684,622 $955,573 $7,127,068 $ - $24,876,854
PLAN EQUITY $16,737,861 $8,077,919 $2,684,622 $955,573 $7,127,068 $ - $24,876,854
The accompanying notes are an integral part of these financial statements.
Page 1 of 2
/TABLE
<PAGE>
<TABLE>
PSI ENERGY, INC.
EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1993
<CAPTION>
Total
Participant Combined
Loan Fund Funds
<S> <C> <C>
ASSETS
Investments
(Schedule I) $1,647,447 $60,915,110
Contributions
receivable
(Note E):
Participants - 217,533
PSI Energy, Inc. - 974,701
- 1,192,234
NET ASSETS $1,647,447 $62,107,344
PLAN EQUITY $1,647,447 $62,107,344
The accompanying notes are an integral part of these financial statements.
Page 2 of 2
/TABLE
<PAGE>
<TABLE>
PSI ENERGY, INC.
EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1992
<CAPTION>
Aggressive Money
Equity Conservative Bond Market
Fund Equity Fund Fund Fund Income Fund Stock Fund
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments
(Schedule I) $11,253,476 $5,383,936 $572,481 $6,721,339 $1,897,125 $14,876,867
Contributions
receivable
(Note E):
Participants 80,194 39,828 7,366 49,036 - 11,479
PSI Energy, Inc. - - - - - 699,499
80,194 39,828 7,366 49,036 - 710,978
NET ASSETS $11,333,670 $5,423,764 $579,847 $6,770,375 $1,897,125 $15,587,845
PLAN EQUITY $11,333,670 $5,423,764 $579,847 $6,770,375 $1,897,125 $15,587,845
The accompanying notes are an integral part of these financial statements.
Page 1 of 2
/TABLE
<PAGE>
<TABLE>
PSI ENERGY, INC.
EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1992
<CAPTION>
Total
Participant Combined
Loan Fund Funds
<S> <C> <C>
ASSETS
Investments
(Schedule I) $1,393,631 $42,098,855
Contributions
receivable
(Note E):
Participants - 187,903
PSI Energy, Inc. - 699,499
- 887,402
NET ASSETS $1,393,631 $42,986,257
PLAN EQUITY $1,393,631 $42,986,257
The accompanying notes are an integral part of these financial statements.
Page 2 of 2
/TABLE
<PAGE>
<TABLE>
PSI ENERGY, INC.
EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF INCOME AND OTHER CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
Aggressive Money
Equity Conservative Balanced Bond Market
Fund Equity Fund Fund Fund Fund Income Fund
<S> <C> <C> <C> <C> <C> <C>
Investment income
Interest $ - $ - $ - $ - $ - $ -
Dividends 1,499,054 273,656 142,132 60,991 225,658
Realized gains
on disposition of
assets (Note F) 87,270 39,379 2,816 3,716 - -
Unrealized appreciation
of assets (Note G) 1,366,410 947,898 186,185 4,249 - -
2,952,734 1,260,933 331,133 68,956 225,658 -
Contributions
(Notes D and E)
Participants 2,282,334 1,151,223 392,055 241,415 1,023,442 -
PSI Energy, Inc. - - - - - -
Rollovers 59,194 25,674 15,761 6,235 7,641 -
Transfers (to)/from
Union Employees' 401(k)
Savings Plan, net 39,774 23,521 7,091 (1,391) 12,123 -
Withdrawals (225,470) (100,168) (1,588) (3,262) (230,572)
2,155,832 1,100,250 413,319 242,997 812,634 -
Transfers between
funds 295,625 292,972 1,940,170 63,773 (681,599) (1,897,125)
Income and other changes
in Plan equity
for the year 5,404,191 2,654,155 2,684,622 375,726 356,693 (1,897,125)
Plan equity at beginning
of the year 11,333,670 5,423,764 - 579,847 6,770,375 1,897,125
Plan equity at end of
the year $16,737,861 $8,077,919 $2,684,622 $955,573 $ 7,127,068 $ -
The accompanying notes are an integral part of these financial statements.
Page 1 of 2
/TABLE
<PAGE>
<TABLE>
PSI ENERGY, INC.
EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF INCOME AND OTHER CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
Total
Participant Combined
Stock Fund Loan Fund Funds
<S> <C> <C> <C>
Investment income
Interest $ - $ 101,606 $ 101,606
Dividends 952,745 - 3,154,236
Realized gains
on disposition of
assets (Note F) 145,377 - 278,558
Unrealized appreciation
of assets (Note G) 5,216,300 - 7,721,042
6,314,422 101,606 11,255,442
Contributions
(Notes D and E)
Participants 347,787 - 5,438,256
PSI Energy, Inc. 3,178,973 - 3,178,973
Rollovers 15,981 - 130,486
Transfers (to)/from
Union Employees' 401(k)
Savings Plan, net 102,633 - 183,751
Withdrawals (504,761) - (1,065,821)
3,140,613 - 7,865,645
Transfers between
funds (166,026) 152,210 -
Income and other changes
in Plan equity
for the year 9,289,009 253,816 19,121,087
Plan equity at beginning
of the year 15,587,845 1,393,631 42,986,257
Plan equity at end of
the year $24,876,854 $1,647,447 $62,107,344
The accompanying notes are an integral part of these financial statements.
Page 2 of 2
</TABLE> <PAGE>
<TABLE>
PSI ENERGY, INC.
EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF INCOME AND OTHER CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1992
<CAPTION>
Aggressive Money
Equity Conservative Bond Market
Fund Equity Fund Fund Fund Income Fund
<S> <C> <C> <C> <C> <C>
Investment income
Interest $ - $ - $ - $ - $ 154,229
Dividends 1,486,614 172,825 27,286 238,760 -
Realized gains/(losses)
on disposition of
assets (Note F) (17,967) 12,474 (1,136) - -
Unrealized appreciation
(depreciation) of
assets (Note G) (760,428) 430,566 (5,450) - -
708,219 615,865 20,700 238,760 154,229
Contributions
(Notes D and E)
Participants 1,919,757 934,780 140,819 1,319,249 -
PSI Energy, Inc. - - - - -
Rollovers 162,774 93,443 24,310 4,445 -
Transfers (to)/from
Union Employees' 401(k)
Savings Plan, net (8,111) (14,610) 131 5,229 3,252
Withdrawals (72,928) (66,821) (60,089) (138,785) (49,533)
2,001,492 946,792 105,171 1,190,138 (46,281)
Transfers between
funds 451,042 300,495 453,976 232,727 (1,293,753)
Income and other changes
in Plan equity
for the year 3,160,753 1,863,152 579,847 1,661,625 (1,185,805)
Plan equity at beginning
of the year 8,172,917 3,560,612 - 5,108,750 3,082,930
Plan equity at end of
the year $11,333,670 $5,423,764 $579,847 $6,770,375 $1,897,125
The accompanying notes are an integral part of these financial statements.
Page 1 of 2
/TABLE
<PAGE>
<TABLE>
PSI ENERGY, INC.
EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF INCOME AND OTHER CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1992
<CAPTION>
Total
Participant Combined
Stock Fund Loan Fund Funds
<S> <C> <C> <C>
Investment income
Interest $ - $ 86,181 $ 240,410
Dividends 696,720 - 2,622,205
Realized gains/(losses)
on disposition of
assets (Note F) (15,282) - (21,911)
Unrealized appreciation
(depreciation) of
assets (Note G) 1,866,481 - 1,531,169
2,547,919 86,181 4,371,873
Contributions
(Notes D and E)
Participants 289,812 - 4,604,417
PSI Energy, Inc. 2,667,001 - 2,667,001
Rollovers 7,241 - 292,213
Transfers (to)/from
Union Employees' 401(k)
Savings Plan, net 26,951 - 12,842
Withdrawals (218,909) - (607,065)
2,772,096 - 6,969,408
Transfers between
funds (570,934) 426,447 -
Income and other changes
in Plan equity
for the year 4,749,081 512,628 11,341,281
Plan equity at beginning
of the year 10,838,764 881,003 31,644,976
Plan equity at end of
the year $15,587,845 $1,393,631 $42,986,257
The accompanying notes are an integral part of these financial statements.
Page 2 of 2
/TABLE
<PAGE>
<TABLE>
PSI ENERGY, INC.
EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF INCOME AND OTHER CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1991
<CAPTION>
Aggressive Money
Equity Conservative Market
Fund Equity Fund Fund Income Fund Stock Fund
<S> <C> <C> <C> <C> <C>
Investment income
Interest $ - $ - $ - $ 247,409 $ -
Dividends 697,925 140,773 246,098 - 533,438
Realized gains on disposition
of assets (Note F) 84,613 19,810 - - 641
Unrealized appreciation
of assets
(Note G) 1,336,892 533,871 - - 435,361
2,119,430 694,454 246,098 247,409 969,440
Contributions
(Notes D and E)
Participants 1,382,172 684,093 1,470,355 - 287,573
PSI Energy, Inc. - - - - 626,146
Transfers from Union
Employees' 401(k)
Savings Plan, net 11,513 9,614 11,487 5,309 28,329
Withdrawals (88,625) (27,573) (85,040) (86,842) (281,451)
1,305,060 666,134 1,396,802 (81,533) 660,597
Transfers between funds (24,378) 72,112 1,655,448 (1,675,674) (236,779)
Income and other changes
in Plan equity
for the year 3,400,112 1,432,700 3,298,348 (1,509,798) 1,393,258
Plan equity at beginning
of the year 4,772,805 2,127,912 1,810,402 4,592,728 9,445,506
Plan equity at end of
the year $8,172,917 $3,560,612 $5,108,750 $ 3,082,930 $10,838,764
The accompanying notes are an integral part of these financial statements.
Page 1 of 2
/TABLE
<PAGE>
<TABLE>
PSI ENERGY, INC.
EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF INCOME AND OTHER CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1991
<CAPTION>
Total
Participant Combined
Loan Fund Funds
<S> <C> <C>
Investment income
Interest $ 62,681 $ 310,090
Dividends - 1,618,234
Realized gains on disposition
of assets (Note F) - 105,064
Unrealized appreciation
of assets
(Note G) - 2,306,124
62,681 4,339,512
Contributions
(Notes D and E)
Participants - 3,824,193
PSI Energy, Inc. - 626,146
Transfers from Union
Employees' 401(k)
Savings Plan, net - 66,252
Withdrawals - (569,531)
- 3,947,060
Transfers between funds 209,271 -
Income and other changes
in Plan equity
for the year 271,952 8,286,572
Plan equity at beginning
of the year 609,051 23,358,404
Plan equity at end of
the year $881,003 $31,644,976
The accompanying notes are an integral part of these financial statements.
Page 2 of 2
/TABLE
<PAGE>
PSI ENERGY, INC.
EMPLOYEES' 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Note A - Plan Description:
The PSI Energy, Inc. Employees' 401(k) Savings Plan (Plan) is a
defined contribution plan for PSI Energy, Inc. (Energy) non-union
employees who meet minimum age and service requirements. The Plan is
subject to the provisions of the Employee Retirement Income Security
Act of 1974. The administrative expenses of the Plan are paid by
Energy. Further details of the Plan are provided in the Summary
Plan Description which has been distributed to all Plan participants.
On July 1, 1993, U.S. Trust Company of California, N.A. was named the
Trustee of the Plan.
Note B - Accounting Principles:
The accounts of the Plan are maintained on an accrual basis. Assets
of the Plan are valued at current market value. Requests for
withdrawal received but not yet processed by the Plan have not been
reflected in the financial statements. There were no such requests
in 1993, but there was a total of $3,449 for 1992.
Note C - Income Tax Status:
Energy intends to file with the Internal Revenue Service, an
initial request for determination that the Plan is a qualified plan
under Section 401(a) and the trust is exempt from Federal income tax
under Section 501(a) of the Internal Revenue Code of 1986 (Code).
Energy intends to make any additional amendments to the Plan which
may be required by the Internal Revenue Service as a condition to the
issuance of such a determination letter. The discussion of Federal
income tax effect to participants that follows assumes a favorable
determination by the Internal Revenue Service regarding qualification
of the Plan.
Federal Income Tax Effect to Participants
a. General
Qualification of the Plan under Section 401(a) of the Code
means that a participant is not subject to Federal income taxes on
amounts contributed to the participant's Deferred Compensation
Account (pre-tax participant contributions), Company Matching Account
(Energy contributions) and Incentive Matching Account (Energy
contributions based on meeting certain corporate goals), or earnings
thereon, until such amounts are distributed to the participant or to
a beneficiary in the event of the participant's death. Contributions
to the participant's Deferred Compensation Account are subject to
Federal employment (FICA) taxes and may be subject to certain state
and local income taxes.
<PAGE>
b. Contributions to Participants' Accounts
Contributions to a participant's Deferred Compensation
Account reduce the amount of compensation subject to Federal income
tax to the extent of the contributions. The Code limits the average
of the percentages of annual compensation deferred under the Plan by
"highly compensated employees" to a certain multiple of the average
of the percentages of annual compensation deferred by eligible
employees who are not "highly compensated employees." The total of a
participant's Deferred Compensation Contributions under the Plan
plus, in the case of a participant who during the year was also
employed by an organization other than Energy, all similar
contributions made by or for the participant under a comparable plan
maintained by such other employer cannot exceed $7,000, as adjusted
under Code Section 415(g)(5) beginning January 1, 1988 (the
applicable amount for 1993 is $8,994). The Plan also permits
participants to make After-Tax contributions to the Plan. The sum
of all contributions (including contributions to a participant's
Deferred Compensation Account, Company Matching Account, Incentive
Matching Account and After-Tax Contribution Account under the Plan)
to all qualified defined contribution plans and qualified defined
benefit plans maintained by Energy cannot exceed the lesser of (i)
25% of the participant's earnings for the Plan year or (ii) $30,000
or, if greater, one-fourth of the dollar limitation then in effect
pursuant to Code Section 415(d) or allowable under Code Section
415(c)(6).
c. Penalty Tax on Distributions Before Age 59 1/2
If, prior to age 59 1/2, a distribution is received from
the participant's Deferred Compensation Account, Company Matching
Account or Incentive Matching Account, such distribution is taxed as
ordinary income and may be subject to an additional 10% penalty tax
unless one of the statutory exceptions to such penalty tax applies.
Similarly, distributions prior to age 59 1/2 from a participant's
After-Tax Contribution Account must include a prorated portion of
earnings. Such earnings are taxed as ordinary income and may be
subject to the 10% penalty tax unless one of the statutory exceptions
to the penalty tax applies. Distributions made after age 59 1/2 from
a participant's Deferred Compensation Account, Company Matching
Account or Incentive Matching Account are taxed as ordinary income.
Distributions made after age 59 1/2 from a participant's After-Tax
Contribution Account must include a prorated portion of earnings and
such earnings are taxed as ordinary income.
d. Distribution Upon Disability or Termination of
Employment
The Plan provides that distribution upon disability,
retirement, death, or termination of employment may be made in a lump
sum or in a series of equal annual installments over a period not to
exceed the lesser of 10 years, the participant's life expectancy, or
the joint life expectancy of the participant and the participant's
beneficiary. If the distribution is made in a lump sum, the entire
amount distributed from a participant's Deferred Compensation
Account, Company Matching Account or Incentive Matching Account, or
the amount of earnings distributed from the After-Tax Contribution
<PAGE>
Account, may qualify for special rules applicable to lump sum
distributions. Otherwise, such amount is taxed as ordinary income.
The qualifying amount of the lump sum distribution may be eligible in
certain circumstances for 5-year or 10-year averaging. If a lump sum
distribution from the Plan includes shares of PSI Resources, Inc.
(Resources) Common Stock, taxation of such distribution is deferred
until the recipient makes a taxable disposition of the shares.
If the distribution of a participant's Deferred
Compensation Account, Company Matching Account or Incentive Matching
Account is made in installments, then each payment is taxed as
ordinary income. If the distribution of a participant's After-Tax
Contribution Account is made in installments, then the portion of
each payment representing earnings is taxed as ordinary income. If
an installment payment includes shares of Resources Common Stock,
taxation of such distribution is deferred until the recipient makes a
taxable disposition of the shares.
e. Rollover of a Distribution
If a distribution is made in a lump sum, the participant
may, under certain circumstances, roll over to a qualified employee
benefit trust described in Section 401(a) of the Code or an
individual retirement account described in Section 408 of the Code
the entire amount distributed from his Deferred Compensation Account,
Company Matching Account or Incentive Matching Account, or the amount
of earnings distributed from his After-Tax Contribution Account. If
a participant's spouse receives a lump sum distribution as a result
of the participant's death, the spouse may defer taxation of the
entire amount distributed from the participant's Deferred
Compensation Account, Company Matching Account or Incentive Matching
Account, or the amount of earnings distributed from the participant's
After-Tax Contribution Account, to the extent that such amount is
contributed to an individual retirement account in accordance with
applicable law.
f. Withholding Requirements
Effective January 1, 1993, the Unemployment Compensation
Amendments Act of 1992 requires income tax withholding at a rate of
20% for any eligible rollover distribution that is not directly
transferred to another qualified plan or Individual Retirement
Account. This withholding requirement may not be waived by the
participant receiving the distribution. Required distributions
received because a participant has reached age 70 1/2 are not subject
to the 20% withholding requirement.
<PAGE>
Note D - Investment Programs:
The investment programs of the Plan are as follows:
Participant contributions - Upon enrollment or re-enrollment,
participants shall direct that their contributions, including any
rollover contributions, be invested in one or more of the following
investment options:
- Aggressive Equity Fund
The Aggressive Equity Fund invests in equities, bonds,
governmental notes or instruments, or mutual funds or pooled
funds investing in such securities, as determined by Energy, with
the principal purpose of seeking maximum appreciation in value.
- Conservative Equity Fund
The Conservative Equity Fund invests in equities, bonds,
governmental notes or instruments, or mutual funds or pooled
funds investing in such securities, as determined by Energy, with
the principal purpose of matching or exceeding the performance of
a recognized index of stocks or securities.
- Balanced Fund
Effective January 1, 1993, the Balanced Fund was established to
invest in equities, bonds and short-term instruments, as
determined by Energy, with the principal purpose of reducing risk
over the long term by diversifying holdings among the three asset
groups and within the groups.
- Bond Fund
Effective January 1, 1992, the Bond Fund was established to
invest in securities that include obligations of the U.S.
Treasury, U.S. Agencies, corporations, mortgage-backed
obligations, and U.S. dollar-denominated obligations of foreign
governments with the principal purpose of seeking current income
consistent with the preservation of capital.
- Income Fund
The Income Fund consists of one or more savings or group annuity
contracts with stated or variable interest rates. Contributions
and transfers to this Fund ceased as of December 31, 1989.
Repayments of loans originally made from this Fund are now
reflected in the Money Market Fund. The last contract in this
Fund expired December 31, 1992, and those assets were transferred
to the Money Market Fund at that time.
- Stock Fund
The Stock Fund invests primarily in common stock of PSI
Resources, Inc., the parent company of Energy.
<PAGE>
- Money Market Fund
The Money Market Fund invests in high quality money market
instruments including certificates of deposit, commercial paper,
short-term corporate and U.S. Government obligations and bankers'
acceptances issued by major banks. The purpose of the Fund is to
seek high money market yields while maintaining preservation of
capital.
Energy contributions - Energy provides a discretionary matching
contribution as determined by Energy's Board of Directors. The
matching percentage and the maximum percentage of compensation to be
used in the calculation of the matching contributions will be
determined by Energy's Board of Directors with respect to each plan
year. Matching contributions are vested immediately. All Energy
contributions are invested in the Stock Fund; however, participants
may elect to transfer funds from the Stock Fund into another fund as
described above, if the Stock Fund investments were contributed prior
to January 1, 1992. On January 1, 1992, Energy's Board of Directors
approved an increase in the matching contributions and also approved
an incentive matching contribution if Energy meets certain goals
established by the Board. The matching and incentive matching funds
contributed after January 1, 1992 must remain in the Stock Fund until
the participant reaches age 55.
The number of Plan participants invested in each fund was as follows:
December 31,
1993 1992
Aggressive Equity Fund 1,698 1,489
Conservative Equity Fund 1,288 1,118
Balanced Fund 534 -
Bond Fund 370 268
Money Market Fund 1,202 1,297
Income Fund - 1,119
Stock Fund 2,293 2,081
Note E - Contributions Receivable:
Amounts include investments made in the month subsequent to the date
of the financial statements of $314,321 and $275,755 for 1993
and 1992, respectively, and the incentive matching contribution of
$877,913 and $611,647 for 1993 and 1992, respectively.
<PAGE>
<TABLE>
Note F - Realized Gains on Disposition of Assets:
The change in market value from the beginning of the year to the date of sale for investments sold
during the year is reported separately as Realized gains on disposition of assets in the Statements
of Income and Other Changes in Plan Equity. The net realized gain or loss on investments sold
for 1993, 1992 and 1991 is as follows:
<CAPTION>
Aggressive Conservative Balanced Bond Money Market Stock
1993 Equity Fund Equity Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Proceeds of Sale $ 974,716 $ 500,050 $ 70,258 $145,939 $3,187,024 $ 951,324
Cost of Assets 887,446 460,671 67,442 142,223 3,187,024 805,947
Realized Gains on
Disposition of
Assets $ 87,270 $ 39,379 $ 2,816 $ 3,716 $ - $ 145,377
Aggressive Conservative Bond Money Market Income Stock
1992 Equity Fund Equity Fund Fund Fund Fund Fund
Proceeds of Sale $ 569,976 $ 335,854 $ 74,383 $1,415,403 $1,343,286 $955,441
Cost of Assets 587,943 323,380 75,519 1,415,403 1,343,286 970,723
Realized Gains/(Losses)
on Disposition
of Assets $ (17,967) $ 12,474 $ (1,136) $ - $ - $(15,282)
Aggressive Conservative Money Market Income Stock
1991 Equity Fund Equity Fund Fund Fund Fund
Proceeds of Sale $ 546,287 $ 170,381 $526,854 $1,777,067 $677,179
Cost of Assets 461,674 150,571 526,854 1,777,067 676,538
Realized Gains on
Disposition of
Assets $ 84,613 $ 19,810 $ - $ - $ 641
For purposes of calculating realized gains, the cost of the asset represents the market value of
that asset at the beginning of the year.
/TABLE
<PAGE>
<TABLE>
Note G - Unrealized Appreciation (Depreciation) of Assets:
The unrealized appreciation (depreciation) of assets included in the
Plan equity is as follows:
<CAPTION>
Total
Aggressive Conservative Balanced Bond Stock Combined
Equity Fund Equity Fund Fund Fund Fund Funds
<S> <C> <C> <C> <C> <C> <C>
Balance as of December 31, 1990 $ 92,228 $ (429,293) $ - $ - $ 162,347 $ (174,718)
Realized gains/(losses) on
investments sold in prior
years (217,009) 4,458 - - (139,840) (352,391)
Adjusted balance as of
December 31, 1990 (124,781) (424,835) - - 22,507 (527,109)
Change for 1991 1,336,892 533,871 - - 435,361 2,306,124
Less previously recorded
unrealized appreciation
(depreciation) on investments
sold during the year (25,994) (27,577) - - 71,964 18,393
Balance as of December 31, 1991 1,238,105 136,613 - - 385,904 1,760,622
Change for 1992 (760,428) 430,566 - (5,450) 1,866,481 1,531,169
Less previously recorded
unrealized appreciation
on investments sold
during the year 66,000 10,518 - 1,333 55,214 133,065
Balance as of December 31, 1992 411,677 556,661 - (6,783) 2,197,171 3,158,726
Change for 1993 1,366,410 947,898 186,185 4,249 5,216,300 7,721,042
Less previously recorded
unrealized appreciation
(depreciation) on investments
sold during the year 9,064 36,312 599 (2,444) 125,084 168,615
Balance as of December 31, 1993 $ 1,769,023 $1,468,247 $185,586 $ (90) $7,288,387 $10,711,153
/TABLE
<PAGE>
Note H - Party-in-Interest and Reportable Transactions:
There were no party-in-interest transactions during 1993, 1992
or 1991. See Schedule II for a Summary of Reportable
Transactions.
Note I - Participant Loan Fund:
The Plan permits participants to borrow from their Deferred
Compensation Account and ESOP rollover account subject to Department
of Labor regulations. A participant may have up to three loans
outstanding at any one time. Participants select the repayment
period, not to exceed 54 months. The annual interest rate is
determined using comparable factors applied by commercial banks in
making loan decisions. The maximum amount available for a loan is
fifty percent (50%) of the eligible account balances to a maximum of
$50,000. The amount used to secure a loan is 50% of the eligible
account balances.
Certain amounts in the 1991 and 1992 financial statements have been
reclassified to conform to the 1993 presentation.
Note J - Pending Merger of Plan Sponsor's Parent:
Energy, its parent PSI Resources, Inc., and The Cincinnati Gas
& Electric Company entered into an 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
(as amended and restated, the "Merger Agreement"). Under the Merger
Agreement, PSI Resources, Inc. will be merged with and into a newly
formed corporation named CINergy Corp. and a subsidiary of CINergy
Corp. will be merged with and into The Cincinnati Gas & Electric
Company (collectively referred to as the "Mergers"). Pursuant to the
Mergers, each share of PSI Resources, Inc. common stock in the Stock
Fund will be converted into CINergy Corp. common stock based on the
exchange ratio provided for in the Merger Agreement. There will be
no other immediate effects on the Plan due to the Mergers.
<PAGE>
<TABLE>
Schedule I
PSI ENERGY, INC.
EMPLOYEES' 401(k) SAVINGS PLAN
EIN 35-0594457
PLAN 102
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993
<CAPTION>
Column A Column B Column C Column D
Approximate
Market Value
Investment Shares Cost Amount %
<S> <C> <C> <C> <C>
Aggressive Equity Fund
Fidelity Magellan Fund 234,923.314 $14,875,294 $16,644,317 27.3
Conservative Equity Fund
Fidelity Equity-
Income Fund 237,340.406 6,563,352 8,031,599 13.2
Balanced Fund
Fidelity Asset Manager
Fund 172,990.539 2,478,468 2,664,054 4.4
Bond Fund
Fidelity U.S. Bond
Index Fund 86,126.694 947,484 947,394 1.6
Money Market Fund
Fidelity Retirement
Money Market - 7,093,553 7,093,553 11.6
Stock Fund
PSI Resources, Inc.
Common Stock,
Without Par Value 901,386.650 16,598,359 23,886,746 39.2
Participant Loan Fund - 1,647,447 1,647,447 2.7
TOTAL INVESTMENTS $50,203,957 $60,915,110 100.0
/TABLE
<PAGE>
<TABLE>
Schedule I
PSI ENERGY, INC.
EMPLOYEES' 401(k) SAVINGS PLAN
EIN 35-0594457
PLAN 102
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1992
<CAPTION>
Column A Column B Column C Column D
Approximate
Market Value
Investment Shares Cost Amount %
<S> <C> <C> <C> <C>
Aggressive Equity Fund
Fidelity Magellan Fund 178,598.264 $10,841,799 $11,253,476 26.7
Conservative Equity Fund
Fidelity Equity-
Income Fund 185,588.983 4,827,275 5,383,936 12.8
Bond Fund
Fidelity U.S. Bond
Index Fund 53,204.521 579,264 572,481 1.4
Money Market Fund
Fidelity Retirement
Money Market - 6,721,339 6,721,339 16.0
Income Fund
Fidelity Group -
Guaranteed Investment
Contract 1/ - 1,897,125 1,897,125 4.5
Stock Fund
PSI Resources, Inc.
Common Stock,
Without Par Value 743,843.342 12,679,696 14,876,867 35.3
Participant Loan Fund - 1,393,631 1,393,631 3.3
TOTAL INVESTMENTS $38,940,129 $42,098,855 100.0
1/ This contract expired December 31, 1992. Funds were transferred to
Fidelity's Retirement Money Market in January 1993.
/TABLE
<PAGE>
<TABLE> Schedule II
PSI ENERGY, INC.
EMPLOYEES' 401(k) SAVINGS PLAN
EIN 35-0594457
PLAN 102
ITEM 27d SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
Current Value Net
Number of Purchase Sale Book Value of Asset on Realized
Transactions Price Proceeds of Asset Sold Transaction Date Gain/(Loss)
<S> <C> <C> <C> <C> <C> <C>
Purchases
Stock Fund 69 $4,599,526 $ - $ - $4,599,526 $ -
Aggressive Equity Fund 143 4,911,877 - - 4,911,877 -
Conservative Equity Fund 142 2,160,436 - - 2,160,436 -
Balanced Fund 159 2,545,311 - - 2,545,311 -
Money Market Fund 170 3,559,237 - - 3,559,237 -
Sales
Stock Fund 44 - 951,324 680,863 951,324 270,461
Aggressive Equity Fund 70 - 974,716 878,382 974,716 96,334
Conservative Equity Fund 68 - 500,050 424,358 500,050 75,692
Balanced Fund 22 - 70,258 66,843 70,258 3,415
Money Market Fund 174 - 3,187,024 3,187,024 3,187,024 -
/TABLE
<PAGE>
EXHIBIT 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report included in this Form 11-K into PSI Resources,
Inc.'s previously filed Registration Statement File Nos. 33-28820, 33-29407,
33-34456, 33-56882, and 33-51255.
ARTHUR ANDERSEN & CO.
Indianapolis, Indiana,
April 28, 1994.
<PAGE>
Exhibit 99-o
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission File Number 1-9941
PSI RESOURCES, INC.
EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN
(Full title of the plan)
PSI RESOURCES, INC.
(Name of issuer of the securities held pursuant to the plan)
1000 East Main Street
Plainfield, Indiana 46168
(Address of principal executive offices)
<PAGE>
FINANCIAL STATEMENTS AND EXHIBITS
Page No.
(a) Financial Statements
Report of Independent Public Accountants 3
Statements of Financial Condition as of
December 31, 1993 and 1992 4
Statements of Income and Other Changes in Plan Equity
for the Years Ended December 31, 1993, 1992, and 1991 5
Notes to Financial Statements 6-8
Financial Statement Schedules:
Schedules I, II, and III are not applicable
(b) Exhibits
1) Consent of Independent Public Accountants
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of
the PSI Resources, Inc. Employee
Stock Purchase and Savings Plan:
We have audited the accompanying statements of financial condition of the PSI
RESOURCES, INC. EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN as of December 31,
1993 and 1992, and the statements of income and other changes in plan equity
for each of the three years in the period ended December 31, 1993. These
financial statements are the responsibility of the Plan Administrator. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by the Plan Administrator, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Plan as of December 31,
1993 and 1992, and the results of its operations and changes in plan equity
for each of the three years in the period ended December 31, 1993, in
conformity with generally accepted accounting principles.
ARTHUR ANDERSEN & CO.
Indianapolis, Indiana,
April 22, 1994
<PAGE>
PSI RESOURCES, INC.
EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN
STATEMENTS OF FINANCIAL CONDITION
December 31
1993 1992
Cash (Purchase Savings Accounts) $1 691 098 $474 872
Plan Equity $1 691 098 $474 872
The accompanying notes are an integral part of these financial statements.
<PAGE>
PSI RESOURCES, INC.
EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN
STATEMENTS OF INCOME AND OTHER CHANGES IN PLAN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992, AND 1991
1993 1992 1991
Interest income (Purchase
Savings Accounts) $ 29 807 $ 71 697 $ 96 618
Contributions from participants
(Note C) 1 245 118 1 462 710 1 803 760
Purchases of PSI Resources, Inc.
common stock and
terminations (Note E) (58 699) (3 741 897) (261 365)
Income and other changes in Plan
equity for the period $1 216 226 $(2 207 490) $1 639 013
Plan equity at beginning of the
period 474 872 2 682 362 1 043 349
Plan equity at end of the period $1 691 098 $ 474 872 $2 682 362
The accompanying notes are an integral part of these financial statements.
<PAGE>
PSI RESOURCES, INC.
EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Note A - Plan Description
PSI Resources, Inc.'s (Resources) Employee Stock Purchase and Savings
Plan (Plan) is an employee stock purchase plan, established in
1990, in which eligible employees of Resources and its subsidiaries
may be granted stock options within the meaning of Section 423 of the
Internal Revenue Code of 1986 (Code), as amended, to purchase
Resources' common stock (Common Stock). The administrative expenses
of the Plan are paid by PSI Energy, Inc. (Energy), Resources'
principal subsidiary. Further details of the Plan are provided in
the Plan prospectus which has been distributed to all Plan
participants.
Note B - Accounting Principles
The accounts of the Plan are maintained on an accrual basis.
Note C - Investment Program
Under the Plan, funds withheld from an employee's compensation during
a 26 month offering period are deposited in an interest-bearing
savings account (Purchase Savings Account) with NBD Bank, N.A.
At the end of the offering period, each employee specifies the
portion of the Purchase Savings Account, including interest, to be
applied to the purchase of Common Stock at the price established on
the first day of the offering period. Funds not used to purchase
Common Stock are returned to the employee.
Under the Plan, the purchase price of each share of Common Stock is
equal to the fair market value of a share of Common Stock on the
first date of the offering period, less five percent. The fair
market value of a share of Common Stock is the closing price of the
Common Stock as reported in the "New York Stock Exchange Composite
Transactions" published in The Wall Street Journal for such date or,
if no trading occurs on such date, the last date prior to the date on
which trading occurred.
The initial offering under the Plan allowed eligible employees the
option to purchase Common Stock at $16.506 per share on August 31,
1992. The second offering under the Plan allows for the purchase of
Common Stock at $18.05 per share on October 31, 1994. With respect
to the second offering, eligible employees purchased 71,188 shares of
Common Stock at $18.05 per share on February 2, 1994. This
accelerated opportunity was a result of the approval of the merger
with The Cincinnati Gas & Electric Company (CG&E) by Resources'
shareholders in November 1993 (see Note F beginning on page 7).
The number of employees enrolled in the Plan at December 31, 1993,
1992, and 1991 were 721, 774, and 1,066, respectively.
Note D - Income Tax Status
The Plan is an employee stock purchase plan under Section 423 of the
Code. Amounts withheld from an employee's compensation for deposit
to the employee's Purchase Savings Account are from after tax
dollars. Interest on the Purchase Savings Account is taxable in the
year earned. Dividends paid after the shares are purchased are
taxable in the year received.
Gains or losses on sales of Common Stock purchased pursuant to the
Plan must be reported to the Internal Revenue Service by the
participant in the year of sale. Gains and losses may be
characterized as ordinary or capital, as described below.
Capital losses are available for offset against any capital gains,
and in addition, any excess capital losses, whether long- or short-
term, are allowed to offset up to $3,000 of ordinary income. Excess
capital losses can be carried over to offset income in future years,
subject to the same limitations.
Section 423 of the Code imposes a holding period of two (2) years
from the commencement of the offering period and one (1) year from
the date of purchase. If the holding period is met, then the
difference between the purchase price and the lesser of the fair
market value of the Common Stock (i) on the first day of the offering
period, or (ii) at the date of sale, is taxed as ordinary income in
the year the Common Stock is sold. Any remaining gain is taxed as
long-term capital gain. If the Common Stock is sold for less than
the purchase price, the employee has a long-term capital loss.
If the holding period is not met, then the difference between the
purchase price and the fair market value at the time of purchase is
taxed as ordinary income. The difference between the selling price
and the purchase price plus the amount of ordinary income is a
capital gain or loss.
Note E - Purchases of Common Stock and Terminations
An employee may at any time, before the end of the offering period,
terminate participation in the Plan. Upon termination, all funds,
including interest, in the employee's Purchase Savings Account are
returned to the employee. Requests for termination received but not
yet processed by the Plan have not been included in the financial
statements and total $2,826 in 1993, $629 in 1992, and $12,064 in
1991.
If an employee's employment is terminated, all funds, including
interest, in the employee's Purchase Savings Account will be returned
to the employee. If termination is due to retirement, the employee
may purchase all or fewer than all of the shares of Common Stock
which may be purchased with the funds then on deposit in the
employee's Purchase Savings Account. Funds not applied to purchase
Common Stock will be returned to the employee.
If termination is due to death, the employee's estate or beneficiary
may purchase all or fewer than all of the shares of Common Stock
which may be purchased with the funds then on deposit in the deceased
employee's Purchase Savings Account. Funds not applied to purchase
Common Stock will be paid to the deceased employee's estate or
beneficiary.
Note F - Change in Control
Resources is a party to a Master Trust Agreement whereby all
accrued benefit payments or awards under certain employee benefit
plans are to be funded in the event of a "potential change in
control" (as defined in the Master Trust Agreement). The Master
Trust Agreement provides for the payment of amounts which may become
due under such plans, subject only to claims of general creditors of
Resources in the event Resources were to become bankrupt or
<PAGE>
insolvent. As of December 31, 1993, Resources had issued to the
trustee of its Master Trust Agreement 69,520 shares of Common Stock
for all employees participating in the Plan. This issuance was
required as a result of the announcement of the merger with CG&E
(see Note G below).
In the event of a "change in control" of Resources (as
defined in the Plan), each employee has the right within three (3)
months from the change in control or the "purchase date" (as defined
in the Plan), whichever is earlier, to elect to purchase all, or
fewer, of the shares the employee has the right to purchase.
Note G - Pending Merger with CG&E
Resources, Energy, and CG&E entered into an 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
(as amended and restated, the "Merger Agreement"). Under the Merger
Agreement, Resources will be merged with and into a newly formed
corporation named CINergy Corp. (CINergy) and a subsidiary of CINergy
will be merged with and into CG&E (collectively referred to as the
"Mergers"). Pursuant to the terms of the Merger Agreement, CINergy
will adopt a replacement plan (Replacement Plan) substantially in the
form of the Plan, with such changes therein that shall be required to
extend the requirements for eligibility to participate in such plan
to eligible employees of CG&E and any of its subsidiaries,
together with such other and further changes that may be deemed
necessary or appropriate by CINergy. CINergy shall reserve for
issuance 2,000,000 shares of CINergy common stock under its
Replacement Plan. The Replacement Plan shall amend and supersede
the Plan, and the Plan shall, as of the effective date of the
Mergers, be merged with and into the Replacement Plan. With respect
to the second offering under the Plan, if the Mergers are
consummated prior to October 31, 1994, the exchange ratio provided
for in the Merger Agreement will be applied to the previously
established price of $18.05 per share, and eligible Energy employees
will have the option to purchase CINergy common stock at the price
computed from this exchange ratio.
<PAGE>
EXHIBIT 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report included in this Form 11-K into PSI Resources,
Inc.'s previously filed Registration Statement File Nos. 33-28820, 33-29407,
33-34456, 33-56882, and 33-51255.
ARTHUR ANDERSEN & CO.
Indianapolis, Indiana,
April 28, 1994.
