UNITED STATES 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, 1994
(Commission File Number 1-11377)
CINERGY CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 31-1385023
(State or other (I.R.S. Employer
jurisdiction of incorporation) Identification No.)
139 East Fourth Street
Cincinnati, Ohio 45202
(Address of principal executive offices)
Registrant's Telephone Number: (513) 381-2000
<PAGE>
The undersigned registrant, CINergy Corp., hereby amends the following item
of its Annual Report on Form 10-K for the fiscal year ended December 31, 1994
(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 87-96 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. 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
3-a *Certificate of Incorporation of CINergy Corp.
(CINergy). (Exhibit to CINergy's Annual Report on
Form 10-K for the year ended December 31, 1993.)
3-b **By-laws of CINergy as adopted October 24, 1994.
4-a *Original Indenture (First Mortgage Bonds) dated
September 1, 1939, between PSI Energy, Inc.
(Energy) and The First National Bank of Chicago, as
Trustee (Exhibit A-Part 3 in File No. 70-258), and
LaSalle National Bank as Successor Trustee
(Supplemental Indenture dated March 30, 1984).
4-b *Nineteenth Supplemental Indenture between Energy
and The First National Bank of Chicago dated
January 1, 1972. (Exhibit to File No. 2-42545.)
<PAGE>
Exhibit
Designation Nature of Exhibit
4-c *Twenty-third Supplemental Indenture between Energy
and The First National Bank of Chicago dated
January 1, 1977. (Exhibit to File No. 2-57828.)
4-d *Twenty-fifth Supplemental Indenture between Energy
and The First National Bank of Chicago dated
September 1, 1978. (Exhibit to File No. 2-62543.)
4-e *Twenty-seventh Supplemental Indenture between
Energy and The First National Bank of Chicago dated
March 1, 1979. (Exhibit to File No. 2-63753.)
4-f *Thirty-fifth Supplemental Indenture between Energy
and The First National Bank of Chicago dated March
30, 1984. (Exhibit to Energy's 1984 Form 10-K in
File No. 1-3543.)
4-g *Thirty-ninth Supplemental Indenture between Energy
and The First National Bank of Chicago dated March
15, 1987. (Exhibit to Energy's 1987 Form 10-K in
File No. 1-3543.)
4-h *Forty-first Supplemental Indenture between Energy
and The First National Bank of Chicago dated June
15, 1988. (Exhibit to Energy's 1988 Form 10-K in
File No. 1-3543.)
4-i *Forty-second Supplemental Indenture between Energy
and The First National Bank of Chicago dated August
1, 1988. (Exhibit to Energy's 1988 Form 10-K in
File No. 1-3543.)
4-j *Forty-fourth Supplemental Indenture between Energy
and The First National Bank of Chicago dated March
15, 1990. (Exhibit to Energy's 1990 Form 10-K in
File No. 1-3543.)
4-k *Forty-fifth Supplemental Indenture between Energy
and The First National Bank of Chicago dated March
15, 1990. (Exhibit to Energy's 1990 Form 10-K in
File No. 1-3543.)
<PAGE>
Exhibit
Designation Nature of Exhibit
4-l *Forty-sixth Supplemental Indenture between Energy
and The First National Bank of Chicago dated June
1, 1990. (Exhibit to Energy's 1991 Form 10-K in
File No. 1-3543.)
4-m *Forty-seventh Supplemental Indenture between
Energy and The First National Bank of Chicago dated
July 15, 1991. (Exhibit to Energy's 1991 Form 10-K
in File No. 1-3543.)
4-n *Forty-eighth Supplemental Indenture between Energy
and The First National Bank of Chicago dated July
15, 1992. (Exhibit to Energy's 1992 Form 10-K in
File No. 1-3543.)
4-o *Forty-ninth Supplemental Indenture between Energy
and The First National Bank of Chicago dated
February 15, 1993. (Exhibit to Energy's 1992 Form
10-K in File No. 1-3543.)
4-p *Fiftieth Supplemental Indenture between Energy and
The First National Bank of Chicago dated February
15, 1993. (Exhibit to Energy's 1992 Form 10-K in
File No. 1-3543.)
4-q *Fifty-first Supplemental Indenture between Energy
and The First National Bank of Chicago dated
February 1, 1994. (Exhibit to Energy's 1993 Form
10-K in File No. 1-3543.)
4-r *Indenture (Secured Medium-term Notes, Series A),
dated July 15, 1991, between Energy and The First
National Bank of Chicago, as Trustee. (Exhibit to
Energy's Form 10-K/A in File No. 1-3543, Amendment
No. 2, dated July 15, 1993.)
4-s *Indenture (Secured Medium-term Notes, Series B),
dated July 15, 1992, between Energy and The First
National Bank of Chicago, as Trustee. (Exhibit to
Energy's Form 10-K/A in File No. 1-3543, Amendment
No. 2, dated July 15, 1993.)
<PAGE>
Exhibit
Designation Nature of Exhibit
4-t *Original Indenture (First Mortgage Bonds) between
The Cincinnati Gas & Electric Company (CG&E) and
The Bank of New York (as Trustee) dated as of
August 1, 1936. (Exhibit to CG&E's Registration
Statement No. 2-2374.)
4-u *Tenth Supplemental Indenture between CG&E and The
Bank of New York dated as of July 1, 1967.
(Exhibit to CG&E's Registration Statement No. 2-
26549.)
4-v *Eleventh Supplemental Indenture between CG&E and
The Bank of New York dated as of May 1, 1969.
(Exhibit to CG&E's Registration Statement No. 2-
32063.)
4-w *Thirteenth Supplemental Indenture between CG&E and
The Bank of New York dated as of November 1, 1971.
(Exhibit to CG&E's Registration Statement No. 2-
41974.)
4-x *Fourteenth Supplemental Indenture between CG&E and
The Bank of New York dated as of November 2, 1972.
(Exhibit to CG&E's Registration Statement No. 2-
60961.)
4-y *Fifteenth Supplemental Indenture between CG&E and
The Bank of New York dated as of August 1, 1973.
(Exhibit to CG&E's Registration Statement No. 2-
60961.)
4-z *Twenty-fifth Supplemental Indenture between CG&E
and The Bank of New York dated as of December 1,
1985. (Exhibit to CG&E's 1985 Form 10-K in File
No. 1-1232.)
4-aa *Twenty-ninth Supplemental Indenture between CG&E
and The Bank of New York dated as of June 15,
1989. (Exhibit to CG&E's June 30, 1989, Form 10-
Q in File No. 1-1232.)
4-bb *Thirtieth Supplemental Indenture between CG&E
and The Bank of New York dated as of May 1, 1990.
(Exhibit to CG&E's June 30, 1990, Form 10-Q in
File No. 1-1232.)
<PAGE>
Exhibit
Designation Nature of Exhibit
4-cc *Thirty-first Supplemental Indenture between CG&E
and The Bank of New York dated as of December 1,
1990. (Exhibit to CG&E's 1990 Form 10-K in File
No. 1-1232.)
4-dd *Thirty-second Supplemental Indenture between
CG&E and The Bank of New York dated as of
December 15, 1991. (Exhibit to CG&E's
Registration Statement No. 33-45115.)
4-ee *Thirty-third Supplemental Indenture between CG&E
and The Bank of New York dated as of September 1,
1992. (Exhibit to CG&E's Registration Statement
No. 33-53578.)
4-ff *Thirty-fourth Supplemental Indenture between
CG&E and The Bank of New York dated as of October
1, 1993. (Exhibit to CG&E's September 30, 1993,
Form 10-Q in File No. 1-1232.)
4-gg *Thirty-fifth Supplemental Indenture between CG&E
and The Bank of New York dated as of January 1,
1994. (Exhibit to CG&E's Registration Statement
No. 33-52335.)
4-hh *Thirty-sixth Supplemental Indenture between CG&E
and The Bank of New York dated as of February 15,
1994. (Exhibit to CG&E's Registration Statement
No. 33-52335.)
4-ii *Loan Agreement between CG&E and County of Boone,
Kentucky dated as of February 1, 1985. (Exhibit
to CG&E's 1984 Form 10-K in File No. 1-1232.)
4-jj *Loan Agreement between CG&E and State of Ohio
Air Quality Development Authority dated as of
December 1, 1985. (Exhibit to CG&E's 1985 Form
10-K in File No. 1-1232.)
4-kk *Loan Agreement between CG&E and State of Ohio
Air Quality Development Authority dated as of
December 1, 1985. (Exhibit to CG&E's 1985 Form
10-K in File No. 1-1232.)
4-ll *Loan Agreement between CG&E and State of Ohio
Air Quality Development Authority dated as of
December 1, 1985. (Exhibit to CG&E's 1985 Form
10-K in File No. 1-1232.)
<PAGE>
Exhibit
Designation Nature of Exhibit
4-mm *Repayment Agreement between CG&E and The Dayton
Power and Light Company dated as of December 23,
1992. (Exhibit to CG&E's 1992 Form 10-K in File
No. 1-1232.)
4-nn *Loan Agreement between CG&E and State of Ohio
Water Development Authority dated as of January
1, 1994. (Exhibit to CG&E's 1993 Form 10-K in
File No. 1-1232.)
4-oo *Loan Agreement between CG&E and State of Ohio
Air Quality Development Authority dated as of
January 1, 1994. (Exhibit to CG&E's 1993 Form
10-K in File No. 1-1232.)
4-pp *Loan Agreement between CG&E and County of Boone,
Kentucky dated as of January 1, 1994. (Exhibit
to CG&E's 1993 Form 10-K in File No. 1-1232.)
4-qq *Original Indenture (First Mortgage Bonds)
between The Union Light, Heat and Power Company
(ULH&P) and The Bank of New York dated as of
February 1, 1949. (Exhibit to ULH&P's
Registration Statement No. 2-7793.)
4-rr *Fifth Supplemental Indenture between ULH&P and
The Bank of New York dated as of January 1, 1967.
(Exhibit to CG&E's Registration Statement No. 2-
60961.)
4-ss *Seventh Supplemental Indenture between ULH&P and
The Bank of New York dated as of October 1, 1973.
(Exhibit to CG&E's Registration Statement No. 2-
60961.)
4-tt *Eighth Supplemental Indenture between ULH&P and
The Bank of New York dated as of December 1,
1978. (Exhibit to CG&E's Registration Statement
No. 2-63591.)
4-uu *Tenth Supplemental Indenture between ULH&P and
The Bank of New York dated as of July 1, 1989.
(Exhibit to CG&E's June 30, 1989, Form 10-Q in
File No. 1-1232.)
4-vv *Eleventh Supplemental Indenture between ULH&P
and The Bank of New York dated as of June 1,
1990. (Exhibit to CG&E's June 30, 1990, Form 10-
Q in File No. 1-1232.)
<PAGE>
Exhibit
Designation Nature of Exhibit
4-ww *Twelfth Supplemental Indenture between ULH&P and
The Bank of New York dated as of November 15,
1990. (Exhibit to ULH&P's 1990 Form 10-K in File
No. 2-7793.)
4-xx *Thirteenth Supplemental Indenture between ULH&P
and The Bank of New York dated as of August 1,
1992. (Exhibit to ULH&P's 1992 Form 10-K in File
No. 2-7793.)
10-a *Energy Union Employees' 401(k) Savings Plan,
amended and restated October 24, 1994, effective
January 1, 1992. (Exhibit to CINergy's Form S-8,
filed October 18, 1994.)
10-b *Energy Employees' 401(k) Savings Plan, amended
and restated October 24, 1994, effective January
1, 1992. (Exhibit to CINergy's Form S-8, filed
October 18, 1994.)
10-c *CG&E Deferred Compensation and Investment Plan,
as amended, effective January 1, 1989. (Exhibit
to CINergy's Form S-8, filed August 30, 1994.)
10-d *CG&E Savings Incentive Plan, as amended,
effective January 1, 1989. (Exhibit to CINergy's
Form S-8, filed August 30, 1994.)
10-e **+Amended and Restated Employment Agreement
dated October 24, 1994, among CG&E, CINergy Corp.
(an Ohio corporation), CINergy (a Delaware
corporation), PSI Resources, Inc., Energy, and
Jackson H. Randolph.
10-f *+Amended and Restated Employment Agreement dated
July 2, 1993, among PSI Resources, Inc., Energy,
CG&E, CINergy, CINergy Sub, Inc., and James E.
Rogers, Jr. (Exhibit to CINergy's Amendment No.
3 to Form S-4, filed October 8, 1993.)
10-g *+Employment Agreement dated October 4, 1993,
among CINergy, Energy, and John M. Mutz.
(Exhibit to PSI Resources, Inc.'s September 30,
1993, Form 10-Q, File No. 1-9941.)
<PAGE>
Exhibit
Designation Nature of Exhibit
10-h **+Employment Agreement dated January 1, 1995,
among CINergy, CG&E, CINergy Services, Inc.,
CINergy Investments, Inc., Energy, and William J.
Grealis.
10-i *+CINergy Stock Option Plan, adopted October 18,
1994, effective October 24, 1994. (Exhibit to
CINergy's Form S-8, filed October 19, 1994.)
10-j *+CINergy Performance Shares Plan, adopted
October 18, 1994, effective October 24, 1994.
(Exhibit to CINergy's Form S-8, filed October 19,
1994.)
10-k **+CINergy Annual Incentive Plan, adopted October
18, 1994, effective October 24, 1994.
10-l *CINergy Employee Stock Purchase and Savings
Plan, adopted October 18, 1994, effective October
24, 1994. (Exhibit to CINergy's Form S-8, filed
October 19, 1994.)
10-m **Amendment to CINergy Employee Stock Purchase
and Savings Plan, adopted January 25, 1995,
retroactively effective January 1, 1995.
10-n *+CINergy Directors' Deferred Compensation Plan,
adopted October 18, 1994, effective October 24,
1994. (Exhibit to CINergy's Form S-8, filed
October 19, 1994.)
10-o **+CINergy Retirement Plan for Directors, adopted
October 18, 1994, effective October 24, 1994.
10-p **+CINergy Executive Supplemental Life Insurance
Program adopted October 18, 1994, effective
October 24, 1994, consisting of Defined Benefit
Deferred Compensation Agreement, Executive
Supplemental Life Insurance Program Split Dollar
Agreement I, and Executive Supplemental Life
Insurance Program Split Dollar Agreement II.
<PAGE>
Exhibit
Designation Nature of Exhibit
10-q *Text of Settlement Agreement dated October 27,
1993, by and among PSI Resources, Inc., Energy,
CG&E, CINergy, 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-r *+Deferred Compensation Agreement between Jackson
H. Randolph and CINergy dated January 1, 1992.
(Exhibit to CG&E's 1992 Form 10-K in File No. 1-
1232.)
10-s **+Split Dollar Insurance Agreement, effective as
of May 1, 1993, between CINergy and Jackson H.
Randolph.
10-t *+Deferred Compensation Agreement, effective as
of January 1, 1992, between CINergy and James E.
Rogers, Jr. (Exhibit to Energy's Form 10-K/A in
File No. 1-3543, Amendment No. 1, dated April 29,
1993.)
10-u *+Split Dollar Life Insurance Agreement,
effective as of January 1, 1992, between CINergy
and James E. Rogers, Jr. (Exhibit to Energy's
Form 10-K/A in File No. 1-3543, Amendment No. 1,
dated April 29, 1993.)
10-v *+First Amendment to Split Dollar Life Insurance
Agreement between CINergy and James E. Rogers,
Jr. dated December 11, 1992. (Exhibit to
Energy's Form 10-K/A in File No. 1-3543,
Amendment No. 1, dated April 29, 1993.)
10-w *+Energy Supplemental Retirement Plan amended and
restated December 16, 1992, retroactively
effective January 1, 1989. (Exhibit to Energy's
1992 Form 10-K in File No. 1-3543.)
10-x *+Energy Excess Benefit Plan, formerly named the
Supplemental Pension Plan, amended and restated
December 16, 1992, retroactively effective
January 1, 1989. (Exhibit to Energy's 1992 Form
10-K in File No. 1-3543.)
<PAGE>
Exhibit
Designation Nature of Exhibit
10-y *+Supplemental Executive Retirement Income Plan
between CG&E and certain executive officers.
(Exhibit to CG&E's 1988 Form 10-K in File No. 1-
1232.)
10-z *+Amendment to Supplemental Executive Retirement
Income Plan between CG&E and certain executive
officers. (Exhibit to CG&E's 1992 Form 10-K in
File No 1-1232.)
10-aa *+Executive Severance Agreement between CG&E and
certain executive officers. (Exhibit to CG&E's
1989 Form 10-K in File No. 1-1232.)
10-bb *+Amendment to Executive Severance Agreement
between CG&E and certain executive officers.
(Exhibit to CG&E's 1992 Form 10-K in File No. 1-
1232.)
21 *Subsidiaries of CINergy. (Exhibit to CINergy's
Form U5B, filed January 23, 1995.)
23 **Consent of Independent Public Accountants.
24 **Power of Attorney.
27 **Financial Data Schedule (included in electronic
submission only).
99-a 1994 Form 11-K Annual Report of CINergy
Directors' Deferred Compensation Plan.
99-b 1994 Form 11-K Annual Report of CINergy 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.
CINERGY CORP.
---------------------------
Registrant
Dated: April 26, 1995 /s/ Jacson H. Randolph
By ---------------------------
Jackson H. Randolph
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
Neil A. Armstrong Director
James K. Baker Director
Hugh A. Barker Director
Michael G. Browning Director
Clement L. Buenger Director
Phillip R. Cox Director
Kenneth M. Duberstein Director
John A. Hillenbrand, II Director
George C. Juilfs Director
Melvin Perelman, Ph.D. Director
Thomas E. Petry Director
John J. Schiff, Jr. Director
Van P. Smith Director
Dudley S. Taft Director
Oliver W. Waddell Director
/s/ James E. Rogers
- ------------------------
James E. Rogers Vice Chairman, President, April 26, 1995
Attorney-in-fact for all Chief Operating Officer
the foregoing persons and Director
/s/ J. Wayne Leonard
- ------------------------
J. Wayne Leonard Group Vice President April 26, 1995
and Chief Financial Officer
(Principal Financial Officer)
/s/ Jackson H. Randolph
- ------------------------
Jackson H. Randolph Chairman, Chief Executive April 26, 1995
Officer and Director
(Principal Executive Officer)
/S/ Charles J. Winger
- ------------------------
Charles J. Winger Comptroller April 26, 1995
(Principal Accounting Officer)
Exhibit 99-a
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, 1994
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 1-11377
CINERGY CORP.
DIRECTORS' DEFERRED COMPENSATION PLAN
(Full title of the plan)
CINERGY CORP.
(Name of issuer of the securities held pursuant to the plan)
139 East Fourth Street
Cincinnati, Ohio 45202
(Address of principal executive offices)
<PAGE>
FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
Report of Independent Public Accountants
Statements of Financial Condition as of
December 31, 1994 and 1993
Statements of Income and Other Changes in Plan Equity
for the Years Ended December 31, 1994, 1993, and 1992
Notes to Financial Statements
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
We have audited the accompanying statements of financial condition of the
CINERGY CORP. DIRECTORS' DEFERRED COMPENSATION PLAN as of December 31, 1994
and 1993, and the statements of income and other changes in plan equity for
each of the three years in the period ended December 31, 1994. 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, 1994 and 1993, and the results of its operations and changes in plan
equity for each of the three years in the period ended December 31, 1994,
in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Cincinnati, Ohio,
April 14, 1995
<PAGE>
<TABLE>
<CAPTION>
CINERGY CORP.
DIRECTORS' DEFERRED COMPENSATION PLAN
STATEMENTS OF FINANCIAL CONDITION
Stock Cash
Accounts Accounts Total
<S> <C> <C> <C>
AS OF DECEMBER 31, 1994
ASSETS
Amounts due from participating
employers (Note A) $ 185 182 $ 28 284 $ 213 466
PLAN EQUITY $ 185 182 $ 28 284 $ 213 466
AS OF DECEMBER 31, 1993
ASSETS
Amounts due from participating
employers (Note A) $ 14 250 $ 1 750 $ 16 000
PLAN EQUITY $ 14 250 $ 1 750 $ 16 000
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CINERGY CORP.
DIRECTORS' DEFERRED COMPENSATION PLAN
STATEMENTS OF INCOME AND OTHER CHANGES IN PLAN EQUITY
Stock Cash
Accounts Accounts Total
<S> <C> <C> <C>
PLAN EQUITY AT DECEMBER 31, 1991 $ 668 051 $ 297 116 $ 965 167
Investment income (Note C)
Dividends earned 43 933 - 43 933
Interest earned - 12 207 12 207
Net investment income 43 933 12 207 56 140
Unrealized appreciation (Note G) 113 968 - 113 968
Contributions from participants (Note C) 166 750 29 250 196 000
PLAN EQUITY AT DECEMBER 31, 1992 992 702 338 573 1 331 275
Investment income (Note C)
Dividends earned 62 430 - 62 430
Interest earned - 11 158 11 158
Net investment income 62 430 11 158 73 588
Unrealized appreciation (Note G) 283 591 - 283 591
Contributions from participants (Note C) 195 500 31 750 227 250
Participant withdrawals (1 519 973) (379 731) (1 899 704)
PLAN EQUITY AT DECEMBER 31, 1993 14 250 1 750 16 000
Investment income (Note C)
Dividends earned 3 476 - 3 476
Interest earned - 534 534
Net investment income 3 476 534 4 010
Unrealized appreciation (Note G) 7 578 - 7 578
Contributions from participants (Note C) 161 878 26 000 187 878
Participant withdrawals (2 000) - (2 000)
PLAN EQUITY AT DECEMBER 31, 1994 $ 185 182 $ 28 284 $ 213 466
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
CINERGY CORP.
DIRECTORS' DEFERRED COMPENSATION PLAN
NOTES TO FINANCIAL STATEMENTS
Note A - Plan Description
The CINergy Corp. Directors' Deferred Compensation Plan (the Plan) was
established to enable non-employee directors of CINergy Corp. (the
Company) and its subsidiaries to defer the receipt of all or a portion
of the compensation payable for services performed as a member of the
board of directors of the Company or any of its subsidiaries. The
Plan is not a funded plan; thereby, the Company and its subsidiaries
have only a contractual obligation to make payments to participants as
and when due. The administrative expenses of the Plan are paid by the
Company. Further details of the Plan are provided in the Plan
prospectus which has been distributed to all eligible Plan
participants.
In conjunction with the merger of PSI Resources, Inc., (PSI) with and
into the Company on October 24, 1994, the PSI Resources, Inc.
Directors' Deferred Compensation Plan (the PSI Plan) was merged into
the Plan. The PSI Plan contained provisions substantially similar to
the Plan.
Note B - Accounting Principles
The accounts of the Plan are maintained on an accrual basis. Activity
and balances related to the PSI Plan are reflected in the financial
statements as though the PSI Plan has always been part of the Plan.
Note C - Investment Program
Under the Plan, eligible participants may elect to defer all or any
portion of the compensation payable for services performed as a member
of the board of directors of the Company or its subsidiaries. Each
participant elects to have the amounts deferred credited among two
different accounts - a "Stock Account" and a "Cash Account" - as
follows:
Stock Account -
A participant may elect to have any portion of deferred amounts
treated as if invested in a number of shares of CINergy Corp.
Common Stock, $.01 par value (Common Stock). When a participant
elects to have amounts treated as if invested in Common Stock,
the deferred amounts are deemed to be invested in a number of
theoretical shares of Common Stock determined using the market
price per share existing on the date each amount would otherwise
have been payable to the participant. Dividends on the
theoretical shares are assumed to be reinvested into additional
theoretical shares determined using the existing market price per
share as and when dividends on Common Stock are paid. A total of
7,880.100 and 552.711 theoretical shares were allocated to
participants' Stock Accounts at December 31, 1994 and 1993,
respectively.
Cash Account -
A participant may elect to have any portion of deferred amounts
treated as if invested in an interest-bearing account. When a
participant elects to have amounts treated as if invested in an
interest-bearing account, the deferred amounts are deemed to be
invested in a theoretical account on the date each amount would
otherwise have been payable to the participant. Interest is
accrued on and credited to the theoretical account at a rate that
is equivalent to the interest rate for a one year certificate of
deposit of $100,000 as quoted in The Wall Street Journal. The
rate of interest is adjusted and compounded quarterly.
Upon six-month prior notice, a participant may change the amount of
compensation to be deferred and the allocation of amounts among the
two accounts. However, any change in allocation among the two
accounts will only apply to future deferred amounts, and not to
existing account balances.
At December 31, 1994, 1993 and 1992, there were four, five and six
active participants with Stock Accounts, respectively, and one active
participant with a Cash Account each.
Note D - Income Tax Status
The Plan is not an "employee benefit plan" under the Employee
Retirement Income Security Act of 1974, as amended, and is not a
qualified plan under Section 401(a) of the Internal Revenue Code of
1986, as amended. The Plan is subject to Federal income taxes;
however, the unfunded nature of the Plan precludes the occurrence of a
taxable event arising from the Plan's operation.
Amounts deferred, along with any dividends and interest accrued
thereon, are not considered taxable income to a participant until
distributed (see Note E). Amounts distributed from the Plan are
considered compensation taxable as ordinary income in the year
distributed, in an amount equal to the total of all cash and the
existing fair market value of all shares of Common Stock distributed.
Subsequent dispositions of shares of Common Stock received from the
Plan may result in capital gains (losses) equal to the amount realized
over (under) the tax basis in the shares. The tax basis is generally
considered to be the amount of ordinary income recognized in
conjunction with the distribution from the Plan of the shares of
Common Stock. To qualify as a long-term capital gain the shares must
be held at least one year after distribution from the Plan.
Note E - Participant Withdrawals
At the participant's election, amounts deferred under the Plan,
together with earnings thereon, will be distributed either in a single
lump sum payment or in equal annual installments of two to ten years.
At the participant's election, the single lump sum payment or the
first installment payment will be payable on the first business day of
the calendar year immediately following the year in which the
participant either (a) ceases to be a director, or (b) attains that
age specified by Paragraph 203(f)(3) of the Social Security Act or its
equivalent then in effect. Any additional installment(s) will be
payable on the first business day of each succeeding year.
All payments to be made under the Plan from a participant's Stock
Account are to be made in the form of new issue shares of Common Stock
or shares of Common Stock purchased on the open market, as determined
by the Company, and cash in lieu of any fractional shares. All
payments to be made under the Plan from a participant's Cash Account
are to be be paid in cash.
In the event of the death of a participant, all amounts due the
participant are to be distributed within 90 days of the participant's
death to the designated beneficiary or to the decedent's estate in
accordance with the preceding paragraph.
Note F - Change in Control, Amendment, Termination and Forfeiture
In the event of a "change in control" of CINergy, as defined in the
Plan prospectus, all compensation deferred under the Plan will be
immediately payable. In accordance with the foregoing provision, all
amounts accumulated under the PSI Plan were disbursed to participants
in December 1993 as a result of the approval of the CINergy merger by
PSI's shareholders. Such approval constituted a "change in control".
CINergy, at any time by action of its board of directors, may alter,
amend, modify, revoke or terminate the Plan, or suspend payment of
benefits under the Plan, except with respect to provisions relating to
a "change in control" for a three year period following such "change
in control".
Any amounts remaining in a participant's Stock Account or Cash Account
will be forfeited if the participant becomes affiliated with any
utility or other company in Indiana, Ohio or Kentucky that competes
with CINergy or its subsidiaries. Amounts will also be forfeited if a
participant refuses a reasonable request to become a consultant after
retiring as a member of the Company's or its subsidiaries' boards of
directors.
Note G - Unrealized Appreciation of Stock Accounts
The unrealized appreciation of assets included in the Plan equity of
the Stock Accounts is as follows:
BALANCE AS OF DECEMBER 31, 1991 $ 89 797
Change for 1992 113 968
BALANCE AS OF DECEMBER 31, 1992 203 765
Change for 1993 283 591
Less unrealized appreciation
on 1993 distributions 487 356
BALANCE AS OF DECEMBER 31, 1993 -
Change for 1994 7 578
BALANCE AS OF DECEMBER 31, 1994 $ 7 578
<PAGE>
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act
of 1934, the Plan Committee has duly caused this annual report to be signed
on its behalf by the undersigned hereunto duly authorized.
CINERGY CORP. DIRECTORS' DEFERRED
Date: April 24, 1995 COMPENSATION PLAN
---------------------------------
(The Plan)
/s/ Van P. Smith
---------------------------------
(Van P. Smith,
Chairman, Compensation Committee)
<PAGE>
EXHIBIT 99-a-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 CINergy Corp.'s
previously filed Registration Statement File No. 33-56089.
ARTHUR ANDERSEN LLP
Indianapolis, Indiana,
April 24, 1995.
Exhibit 99.b
UNITED STATES 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, 1994
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 1-11377
CINERGY CORP.
EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN
(Full title of the plan)
CINERGY CORP.
(Name of issuer of the securities held pursuant to the plan)
139 East Fourth Street
Cincinnati, Ohio 45202
(Address of principal executive offices)
<PAGE>
FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
Report of Independent Public Accountants
Statements of Financial Condition as of
December 31, 1994 and 1993
Statements of Income and Other Changes in Plan Equity
for the Years Ended December 31, 1994, 1993, and 1992
Notes to Financial Statements
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 CINergy Corp. Employee Stock
Purchase and Savings Plan:
We have audited the accompanying statements of financial condition of the
CINERGY CORP. EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN as of December 31, 1994
and 1993, and the statements of income and other changes in plan equity for each
of the three years in the period ended December 31, 1994. 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,
1994 and 1993, and the results of its operations and changes in plan equity for
each of the three years in the period ended December 31, 1994, in conformity
with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Cincinnati, Ohio,
April 14, 1995
<PAGE>
CINERGY CORP.
EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN
STATEMENTS OF FINANCIAL CONDITION
December 31
1994 1993
Cash (Purchase Savings Accounts)(Note C) $368 057 $1 691 098
Plan Equity $368 057 $1 691 098
The accompanying notes are an integral part of these financial statements.
<PAGE>
CINERGY CORP.
EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN
STATEMENTS OF INCOME AND OTHER CHANGES IN PLAN EQUITY
1994 1993 1992
Interest income (Purchase
Savings Accounts) (Note C) $ 24 426 $ 29 807 $ 71 697
Contributions from participants
(Note C) 1 327 527 1 245 118 1 462 710
Purchases of common stock,
terminations, and cash
withdrawals (Note E) (2 674 994) (58 699) (3 741 897)
Income and other changes in Plan
equity for the period (1 323 041) 1 216 226 (2 207 490)
Plan equity at beginning of the
period 1 691 098 474 872 2 682 362
Plan equity at end of the period $ 368 057 $1 691 098 $ 474 872
The accompanying notes are an integral part of these financial statements.
<PAGE>
CINERGY CORP.
EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Note A - Plan Description
On October 18, 1994, the board of directors of CINergy Corp. (CINergy or
Company) adopted, and the holders of CINergy's common stock, .01 par value
(Common Stock), approved, the CINergy Corp. Employee Stock Purchase and
Savings Plan (the Plan) for the benefit of eligible employees (see the Plan
prospectus for eligibility criteria) of CINergy and its subsidiaries. Under
the Plan, eligible employees may be granted stock options within the meaning
of Section 423 of the Internal Revenue Code of 1986 (Code), as amended, to
purchase Common Stock. In conjunction with the merger of PSI Resources,
Inc., (Resources) with and into the Company on October 24, 1994, the PSI
Resources, Inc. Employee Stock Purchase and Savings Plan (the PSI Plan) was
merged into the Plan. The PSI Plan contained provisions substantially
similar to the Plan. The administrative expenses of the Plan are paid by the
Company. 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. Activity and
balances related to the PSI plan are reflected in the financial statements as
though the PSI Plan has always been part of the Plan.
Note C - Investment Program
Under the Plan, funds withheld from a participant's compensation during a 26
month offering period are deposited in an interest-bearing account (Purchase
Savings Account) in the participants name, either in a bank (the Bank)
selected by the Company or in such an account maintained by the Company, as
determined by the Plan's administration committee. Interest will be paid by
the Bank at a rate at least equal to the rate the Bank pays on a regular
statement savings account or at a comparable rate if paid by the Company.
The amounts deposited in the Purchase Savings Account, plus interest paid
thereon, will equal the total dollar amount the eligible employee may apply
toward the purchase of shares of Common Stock pursuant to the Plan. At the
end of the offering period, each participant specifies the portion of the
Purchase Savings Account to be applied to the purchase of Common Stock at a
previously established purchase price. Funds not used to purchase Common
Stock are returned to the participant.
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 average of the high and low sales prices of a share of
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 on which trading occurred.
The initial offering under the PSI Plan allowed eligible employees the option
to purchase Resources' common stock at $16.506 per share on August 31, 1992.
The second offering under the PSI Plan allowed for the purchase of Resources'
common stock at $18.05 per share on October 31, 1994. With respect to the
second offering, an interim distribution was completed in February 1994 as a
result of the PSI shareholder approval of the CINergy merger on November 9,
1993. The shareholder approval constituted a change in control under the
Plan (see Note F below and the Plan prospectus for further details).
Eligible employees purchased 71,188 shares of common stock at $18.05 per
share on February 2, 1994 as a result of the interim distribution. The second
offering period concluded October 31, 1994, after which the accumulated
balance of $1,308,797 was used to purchase Common Stock or distributed in
cash to participants. A total of 66,548 shares, valued at $1,174,168 were
purchased by participants with the remaining $134,629 distributed in cash.
The final option price to purchase Common Stock, adjusted for the merger at
the conversion ration of 1.023, was $17.644 per share. The initial offering
under the Plan is a continuation of the third offering period under the PSI
Plan. The share price established for this offering, which began November 1,
1994 for Energy employees and February 1, 1995 for CG&E employees, is
$21.7312. The initial offering is deemed to have commenced on the first day
of the third offering period under the PSI Plan and will end on December 31,
1996.
The number of employees enrolled in the Plan at December 31, 1994, 1993, and
1992 were 1,065, 721, and 774, respectively.
Note D - Income Tax Status
The Plan is not regarded as an "employee benefit plan" under Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended (ERISA), and,
therefore, is not subject to ERISA.
The Plan is intended to qualify as an employee stock purchase plan under
Section 423 of the Code. Amounts withheld from a participant's compensation
for deposit to the participant's Purchase Savings Account are from after tax
dollars. Interest on the Purchase Savings Account is taxable to the
participant in the year earned. Dividends paid after the shares are
purchased are taxable to the participant 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) on 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 participant 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 amount received and the purchase price
plus the amount of ordinary income is a capital gain or loss.
Note E - Purchases of Common Stock and Terminations
A participant may at any time, before the end of an offering period,
terminate participation in the Plan. Upon termination, all funds, including
interest, in the participant's Purchase Savings Account are returned to the
participant without penalty. Requests for termination received but not yet
processed by the Plan have not been included in the financial statements and
total $2,826 at December 31, 1993 and $629 at December 31, 1992. There were
no outstanding termination requests at the end of 1994.
If a participant's employment with the Company or its subsidiaries is
terminated, all funds, including interest, in the participant's Purchase
Savings Account are returned to the participant. If termination is due to
retirement, the participant 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
participant's Purchase Savings Account within three months from the date of
retirement but not later than the last day of the offering period. Funds not
applied to purchase Common Stock are returned to the participant.
If termination is due to death, the participant's legal representative 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 participant's
Purchase Savings Account within twelve months of the participant's death but
not later than the last day of the offering period. Funds not applied to
purchase Common Stock will be paid to the participant's legal representative
or beneficiary.
Note F - Change in Control, Amendment and Termination
In the event of a "change in control" of CINergy as defined in the Plan
prospectus, each participant has the right within three months from the
"change in control" or the purchase date (as defined in the Plan prospectus),
whichever is earlier, to elect to purchase all or fewer than all of the
shares the participant has the right to purchase.
CINergy, at any time by action of its board of directors may alter, amend,
modify, revoke or terminate the Plan in whole or in part, or alter or amend
any and all terms of participation in an offering made under the Plan, except
with respect to provisions related to a "change in control" of the Company
for a three year period following such "change in control".
<PAGE>
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act
of 1934, the Plan Committee has duly caused this annual report to be signed
on its behalf by the undersigned hereunto duly authorized.
CINERGY CORP. EMPLOYEE STOCK PURCHASE
Date: April 24, 1995 AND SAVINGS PLAN
-------------------------------------
(The Plan)
Van P. Smith
-------------------------------------
(Van P. Smith, Chairman,
Compensation Committee)
<PAGE>
Exhibit 99.b.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference of our report included in this Form 11-K into
CINergy Corp.'s previously filed Registration Statement File No. 33-56091.
ARTHUR ANDERSEN LLP
Cincinnati, Ohio,
April 24, 1995.
