UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2 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 2-11 of the Form 10-K, as submitted in
Amendment No. 1, provided pursuant to Item 14(c) of Regulation S-K is hereby
amended as Amendment No. 2 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 or with the
first amendment thereto. 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.)
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.)
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.)
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.)
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.)
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.)
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.)
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.
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.)
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.
99-c 1994 Form 11-K Annual Report of Energy Union Employees' 401(k)
Savings Plan.
99-d 1994 Form 11-K Annual Report of Energy Employees' 401(k) Savings
Plan.
99-e 1994 Form 11-K Annual Report of CG&E Deferred Compensation and
Investment Plan.
99-f 1994 Form 11-K Annual Report of CG&E Savings Incentive 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: June 28, 1995
By /s/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
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 Vice Chairman, President, June 28, 1995
Attorney-in-fact for all Chief Operating Officer
the foregoing persons and Director
/s/J. Wayne Leonard Group Vice President June 28, 1995
and Chief Financial Officer
(Principal Financial Officer)
/s/Jackson H. Randolph Chairman, Chief Executive June 28, 1995
Officer and Director
(Principal Executive Officer)
/s/Charles J. Winger Comptroller June 28, 1995
(Principal Accounting Officer)
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
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) 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, OH 45202
(Address of principal executive offices)
<PAGE>
FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
Report of Independent Public Accountants
Statement of Financial Condition as of
December 31, 1994
Statement of Financial Condition as of
December 31, 1993
Statement of Income and Other Changes in Plan Equity
for the Year Ended December 31, 1994
Notes to Financial Statements
Financial Statement Schedules (As Required By The Employee
Retirement Income Security Act)
Schedule I - Schedule of Assets Held For Investment
Purposes - December 31, 1994
Schedule II - Schedule of Reportable Transactions
for the year ended December 31, 1994
(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, 1994 and
1993, and the statement of income and other changes in plan equity for the
year ended December 31, 1994. 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,
1994 and 1993, and the results of its operations and changes in plan equity
for the year ended December 31, 1994, in conformity with generally accepted
accounting principles.
Our audits were performed 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 additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules have been subjected to the auditing procedures applied in the audits
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 LLP
Indianapolis, Indiana,
June 2, 1995.
<PAGE>
<TABLE>
<CAPTION>
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1994
Participant Directed
Aggressive Money
Equity Conservative Balanced Bond Market Participant
Fund Equity Fund Fund Fund Fund Stock Fund Loan Fund
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments
(Schedule I) $5,005,390 $2,705,679 $1,653,250 $335,860 $4,112,304 $ 9,159,536 $ 697,594
Contributions
receivable (Note E):
Participants 45,088 21,642 16,490 3,221 26,538 15,845 -
PSI Energy, Inc. - - - - - - -
45,088 21,642 16,490 3,221 26,538 15,845 -
NET ASSETS $5,050,478 $2,727,321 $1,669,740 $339,081 $4,138,842 $9,175,381 $ 697,594
PLAN EQUITY $5,050,478 $2,727,321 $1,669,740 $339,081 $4,138,842 $9,175,381 $ 697,594
<FN>
The accompanying notes are an integral part of these financial statements.
Page 1 of 2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1994
Non-Participant
Directed
Total
Stock Fund Funds
<S> <C> <C>
ASSETS
Investments
(Schedule I) $5,440,693 $29,110,306
Contributions
receivable (Note E):
Participants - 128,824
PSI Energy, Inc. 672,588 672,588
672,588 801,412
NET ASSETS $6,113,281 $29,911,718
PLAN EQUITY $6,113,281 $29,911,718
<FN>
The accompanying notes are an integral part of these financial statements.
Page 2 of 2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1993
Participant Directed
Aggressive Money
Equity Conservative Balanced Bond Market Participant
Fund Equity Fund Fund Fund Fund Stock Fund Loan 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 $9,362,484 $596,482
Contributions
receivable (Note E):
Participants 35,108 19,091 10,836 3,147 27,450 13,788 -
PSI Energy, Inc. - - - - - - -
35,108 19,091 10,836 3,147 27,450 13,788 -
NET ASSETS $3,918,310 $2,215,370 $1,197,353 $300,456 $3,720,221 $9,376,272 $596,482
PLAN EQUITY $3,918,310 $2,215,370 $1,197,353 $300,456 $3,720,221 $9,376,272 $596,482
<FN>
The accompanying notes are an integral part of these financial statements.
Page 1 of 2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1993
Non-Participant
Directed
Total
Stock Fund Funds
<S> <C> <C>
ASSETS
Investments
(Schedule I) $3,562,705 $24,777,749
Contributions
receivable (Note E):
Participants - 109,420
PSI Energy, Inc. 531,579 531,579
531,579 640,999
NET ASSETS $4,094,284 $25,418,748
PLAN EQUITY $4,094,284 $25,418,748
<FN>
The accompanying notes are an integral part of these financial statements.
Page 2 of 2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF INCOME AND OTHER CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1994
Participant Directed
Aggressive Money
Equity Conservative Balanced Bond Market
Fund Equity Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Investment income
Interest $ - $ - $ - $ - $ -
Dividends 166,331 243,236 61,237 22,901 153,050
Net realized and unrealized
depreciation of
assets (252,438) (243,886) (166,997) (31,914) -
(86,107) (650) (105,760) (9,013) 153,050
Contributions
(Notes D and E)
Participants 1,128,368 562,425 416,718 84,464 704,042
PSI Energy, Inc. - - - - -
Rollovers 12 - 6 - -
Transfers (to)/from
Employees' 401(k)
Savings Plan, net (502) 4,379 (144) 149 2,694
Withdrawals (44,898) (38,540) (53,993) (5,497) (93,633)
1,082,980 528,264 362,587 79,116 613,103
Transfers between
funds 135,295 (15,663) 215,560 (31,478) (347,532)
Income and other changes
in Plan equity for
the year 1,132,168 511,951 472,387 38,625 418,621
Plan equity at beginning
of the year 3,918,310 2,215,370 1,197,353 300,456 3,720,221
Plan equity at end of
the year $5,050,478 $2,727,321 $1,669,740 $339,081 $4,138,842
<FN>
The accompanying notes are an integral part of these financial statements.
Page 1 of 2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF INCOME AND OTHER CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1994
Non-Participant
Participant Directed Directed
Participant Total
Stock Fund Loan Fund Stock Fund Funds
<S> <C> <C> <C> <C>
Investment income
Interest $ - $ 38,719 $ - $ 38,719
Dividends 443,012 - 221,777 1,311,544
Net realized and unrealized
depreciation of
assets (828,526) - (219,866) (1,743,627)
(385,514) 38,719 1,911 (393,364)
Contributions
(Notes D and E)
Participants 406,056 - - 3,302,073
PSI Energy, Inc. - - 2,074,513 2,074,513
Rollovers 6 - - 24
Transfers (to)/from
Employees' 401(k)
Savings Plan, net 2,782 - 3,558 12,916
Withdrawals (204,993) (11,623) (50,015) (503,192)
203,851 (11,623) 2,028,056 4,886,334
Transfers between
funds (19,228) 74,016 (10,970) -
Income and other changes
in Plan equity for
the year (200,891) 101,112 2,018,997 4,492,970
Plan equity at beginning
of the year 9,376,272 596,482 4,094,284 25,418,748
Plan equity at end of
the year $9,175,381 $697,594 $ 6,113,281 $29,911,718
<FN>
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.
The Trustee of the Plan is U.S. Trust Company of California, N.A.
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 $2,600 for 1994 and
$16,983 for 1993.
The 1993 financial statements have been restated to conform to the
presentation of the 1994 financial statements.
Note C - Income Tax Status:
On November 30, 1994 Energy filed 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 believes the Plan is currently operating as a qualified plan
under Section 401(a), and 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.
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 1994 is $9,240). 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
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 CINergy Corp. (CINergy)
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 CINergy 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.
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
The Balanced Fund invests 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
The Bond Fund invests 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.
- Stock Fund
The Stock Fund invests primarily in common stock of CINergy
Corp., the parent company of Energy. (See Note H)
- 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 and are shown on the Statement of
Financial Condition and Statement of Income and Other Changes in
Plan Equity as "Non-Participant Directed" funds.
The number of Plan participants invested in each fund was as follows:
December 31,
1994 1993
Aggressive Equity Fund 969 885
Conservative Equity Fund 649 623
Balanced Fund 387 302
Bond Fund 155 161
Money Market Fund 735 774
Stock Fund 1601 1,512
Note E - Contributions Receivable:
Amounts include investments made in the month subsequent to the date
of the financial statements of $185,346 and $159,326 for 1994 and
1993, respectively, and the incentive matching contribution of
$616,066 and $481,673 for 1994 and 1993, respectively.
Note F - Party-in-Interest and Reportable Transactions:
Transactions in CINergy stock qualify as party-in-interest
transactions, since CINergy Corp. is the employer of employees
covered by the Plan. In addition, all transactions involving the
mutual funds are party-in-interest transactions, since Fidelity
Investments manages the funds and is the recordkeeper for the Plan.
See Schedule II for a Summary of Reportable Transactions.
Note G - 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.
Note H - Reorganization of Plan Sponsor's Parent:
In October 1994, PSI Resources, Inc. (Resources), parent company of
Energy, and The Cincinnati Gas & Electric Company effected a
corporate reorganization which resulted in a newly formed corporation
named CINergy Corp. (CINergy). CINergy is a registered holding
company under the Public Utility Holding Company Act of 1935. Energy
is an operating subsidiary of CINergy. Pursuant to the
reorganization, each outstanding share of common stock of Resources
in the Stock Fund was exchanged for 1.023 shares of CINergy common
stock, $.01 par value.
Note I - Reconciliation of Financial Statements to Form 5500:
The following is a reconciliation of Plan equity per the financial
statements to net assets per the Form 5500:
December 31, 1994
Plan equity per financial statements $29,911,718
Amounts allocated to withdrawing
participants (2,600)
Net assets per Form 5500 $29,909,118
The following is a reconciliation of benefits paid to participants
per the financial statements to the Form 5500:
Year ended
December 31, 1994
Withdrawals per financial statements $ 503,192
Add: Amounts allocated to withdrawing
participants at December 31, 1994 2,600
Benefits paid to participants per Form 5500 $ 505,792
Amounts allocated to withdrawing participants are recorded on the
Form 5500 for distributions that have been processed and approved for
payment prior to December 31 but not yet paid as of that date.
<PAGE>
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, 1994
Approximate
Market Value
Investment Shares Cost Amount %
Aggressive Equity Fund
*Fidelity Magellan Fund 74,930.982 $ 4,972,133 $ 5,005,390 17.2
Conservative Equity Fund
*Fidelity Equity-
Income Fund 88,132.880 2,603,665 2,705,679 9.3
Balanced Fund
*Fidelity Asset Manager
Fund 119,540.845 1,745,089 1,653,250 5.7
Bond Fund
*Fidelity U.S. Bond
Index Fund 33,687.069 364,004 335,860 1.1
Money Market Fund
*Fidelity Retirement
Money Market - 4,112,304 4,112,304 14.1
Stock Fund
*CINergy Corp.
Common Stock,
$.01 Par Value
- Participant Directed 389,767.462 6,816,670 9,159,536 31.5
- Non-Participant Directed 231,518.870 4,860,617 5,440,693 18.7
Participant Loan Fund
Interest 5.35%-6.95% - 697,594 697,594 2.4
TOTAL INVESTMENTS $26,172,076 $29,110,306 100.0
*Denotes a party-in-interest transaction
<PAGE>
<TABLE>
<CAPTION>
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, 1994
Current Value Net
Number of Purchase Selling Book Value of Asset on Realized
Transactions Price Price of Asset Sold Transaction Date Gain/(Loss)
<S> <C> <C> <C> <C> <C> <C>
Purchases
CINergy Stock Fund 15 $14,655,721 $ - $ - $14,655,721 $ -
PSI Stock Fund 51 1,097,867 - - 1,097,867 -
Fidelity Magellan Fund 94 1,374,723 - - 1,374,723 -
Fidelity Retirement Money
Market Fund 88 1,073,886 - - 1,073,886 -
Sales
CINergy Stock Fund 8 - 55,492 50,486 55,492 5,006
PSI Stock Fund 39 - 14,023,056 14,130,567 14,023,056 (107,511)
Fidelity Magellan Fund 39 - 252,535 242,782 252,535 9,753
Fidelity Retirement Money
Market Fund 83 - 654,353 654,353 654,353 -
</TABLE>
<PAGE>
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act
on 1934, the Plan Committee has duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
PSI ENERGY, INC. UNION EMPLOYEES' 401(k)
Date: June 28, 1995 SAVINGS PLAN
(The Plan)
Jerry W. Liggett
(Jerry W. Liggett,
Plan Administrator)
<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 CINergy Corp.'s
previously filed Registration Statement File No. 33-56067.
ARTHUR ANDERSEN LLP
Indianapolis, Indiana,
June 28, 1995.
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
PSI ENERGY, INC.
EMPLOYEES' 401(k) 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, OH 45202
(Address of principal executive offices)
<PAGE>
FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
Report of Independent Public Accountants
Statement of Financial Condition as of
December 31, 1994
Statement of Financial Condition as of
December 31, 1993
Statement of Income and Other Changes in Plan Equity
for the Year Ended December 31, 1994
Notes to Financial Statements
Financial Statement Schedules (As Required By The Employee
Retirement Income Security Act)
Schedule I - Schedule of Assets Held For Investment
Purposes - December 31, 1994
Schedule II - Schedule of Reportable Transactions
for the year ended December 31, 1994
(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, 1994 and 1993,
and the statement of income and other changes in plan equity for the year ended
December 31, 1994. 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,
1994 and 1993, and the results of its operations and changes in plan equity for
the year ended December 31, 1994, in conformity with generally accepted
accounting principles.
Our audits were performed 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 additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules have been subjected to the auditing procedures applied in the audits
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 LLP
Indianapolis, Indiana,
June 2, 1995.
<PAGE>
<TABLE>
<CAPTION>
PSI ENERGY, INC.
EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1994
Participant Directed
Aggressive Money
Equity Conservative Balanced Bond Market Participant
Fund Equity Fund Fund Fund Fund Stock Fund Loan Fund
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments
(Schedule I) $17,867,496 $8,676,496 $3,390,608 $938,201 $6,969,909 $15,790,585 $1,501,910
Contributions
receivable
(Note E):
Participants 102,948 50,428 26,957 7,901 27,654 16,499 -
PSI Energy, Inc. - - - - - - -
102,948 50,428 26,957 7,901 27,654 16,499 -
NET ASSETS $17,970,444 $8,726,924 $3,417,565 $946,102 $6,997,563 $15,807,084 $1,501,910
PLAN EQUITY $17,970,444 $8,726,924 $3,417,565 $946,102 $6,997,563 $15,807,084 $1,501,910
<FN>
The accompanying notes are an integral part of these financial statements.
Page 1 of 2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PSI ENERGY, INC.
EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1994
Non-Participant
Directed
Total
Stock Fund Funds
<S> <C> <C>
ASSETS
Investments
(Schedule I) $ 9,442,504 $64,577,709
Contributions
receivable
(Note E):
Participants - 232,387
PSI Energy, Inc. 1,112,184 1,112,184
1,112,184 1,344,571
NET ASSETS $10,554,688 $65,922,280
PLAN EQUITY $10,554,688 $65,922,280
<FN>
The accompanying notes are an integral part of these financial statements.
Page 2 of 2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PSI ENERGY, INC.
EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1993
Participant Directed
Aggressive Money
Equity Conservative Balanced Bond Market Participant
Fund Equity Fund Fund Fund Fund Stock Fund Loan 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 $17,299,156 $1,647,447
Contributions
receivable
(Note E):
Participants 93,544 46,320 20,568 8,179 33,515 15,407 -
PSI Energy, Inc. - - - - - - -
93,544 46,320 20,568 8,179 33,515 15,407 -
NET ASSETS $16,737,861 $8,077,919 $2,684,622 $955,573 $7,127,068 $17,314,563 $1,647,447
PLAN EQUITY $16,737,861 $8,077,919 $2,684,622 $955,573 $7,127,068 $17,314,563 $1,647,447
<FN>
The accompanying notes are an integral part of these financial statements.
Page 1 of 2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PSI ENERGY, INC.
EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1993
Non-Participant
Directed
Total
Stock Fund Funds
<S> <C> <C>
ASSETS
Investments
(Schedule I) $6,587,590 $60,915,110
Contributions
receivable
(Note E):
Participants - 217,533
PSI Energy, Inc. 974,701 974,701
974,701 1,192,234
NET ASSETS $7,562,291 $62,107,344
PLAN EQUITY $7,562,291 $62,107,344
<FN>
The accompanying notes are an integral part of these financial statements.
Page 2 of 2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PSI ENERGY, INC.
EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF INCOME AND OTHER CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1994
Participant Directed
Aggressive Money
Equity Conservative Balanced Bond Market
Fund Equity Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Investment income
Interest $ - $ - $ - $ - $ -
Dividends 675,949 827,493 129,798 66,703 283,015
Net realized and unrealized
depreciation of
assets (1,012,904) (822,741) (355,817) (89,831) -
(336,955) 4,752 (226,019) (23,128) 283,015
Contributions
(Notes D and E)
Participants 2,610,341 1,286,033 699,083 221,731 774,780
PSI Energy, Inc. - - - - -
Rollovers 64,719 47,500 46,890 9,270 9,270
Transfers (to)/from
Union Employees' 401(k)
Savings Plan, net 502 (4,379) 144 (149) (2,694)
Withdrawals (1,272,939) (640,016) (473,900) (56,387) (684,477)
1,402,623 689,138 272,217 174,465 96,879
Transfers between
funds 166,915 (44,885) 686,745 (160,808) (509,399)
Income and other changes
in Plan equity
for the year 1,232,583 649,005 732,943 (9,471) (129,505)
Plan equity at beginning
of the year 16,737,861 8,077,919 2,684,622 955,573 7,127,068
Plan equity at end of
the year $17,970,444 $8,726,924 $3,417,565 $946,102 $ 6,997,563
<FN>
The accompanying notes are an integral part of these financial statements.
Page 1 of 2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PSI ENERGY, INC.
EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF INCOME AND OTHER CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1994
Non-Participant
Participant Directed Directed
Participant Total
Stock Fund Loan Fund Stock Fund Funds
<S> <C> <C> <C> <C>
Investment income
Interest $ - $ 96,549 $ - $ 96,549
Dividends 813,329 - 403,074 3,199,361
Net realized and unrealized
depreciation of
assets (1,621,217) - (442,145) (4,344,655)
(807,888) 96,549 (39,071) (1,048,745)
Contributions
(Notes D and E)
Participants 427,245 - - 6,019,213
PSI Energy, Inc. - - 3,501,566 3,501,566
Rollovers 33,906 - - 211,555
Transfers (to)/from
Union Employees' 401(k)
Savings Plan, net (2,782) - (3,558) (12,916)
Withdrawals (1,161,777) (109,576) (456,665) (4,855,737)
(703,408) (109,576) 3,041,343 4,863,681
Transfers between funds 3,817 (132,510) (9,875) -
Income and other changes
in Plan equity
for the year (1,507,479) (145,537) 2,992,397 3,814,936
Plan equity at beginning
of the year 17,314,563 1,647,447 7,562,291 62,107,344
Plan equity at end of
the year $15,807,084 $1,501,910 $10,554,688 $65,922,280
<FN>
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.
The trustee of the Plan is U.S. Trust Company of California, N.A.
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 was a total of $232,324
for 1994, but there were no such requests in 1993.
The 1993 financial statements have been restated to conform to the
presentation of the 1994 financial statements.
Note C - Income Tax Status:
On November 30, 1994, Energy filed 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 believes the Plan is currently operating as a qualified plan
under Section 401(a), and 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.
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 1994 is $9,240). 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
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 CINergy Corp. (CINergy)
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 CINergy 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.
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
The Balanced Fund invests 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
The Bond Fund invests 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.
- Stock Fund
The Stock Fund invests primarily in common stock of CINergy
Corp., the parent company of Energy. (See Note H)
- 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, and are shown on the Statement of
Financial Condition and Statement of Income and Other Changes in Plan
Equity as "Non-Participant Directed" funds.
The number of Plan participants invested in each fund was as follows:
December 31,
1994 1993
Aggressive Equity Fund 1,680 1,698
Conservative Equity Fund 1,264 1,288
Balanced Fund 617 534
Bond Fund 333 370
Money Market Fund 1,075 1,202
Stock Fund 2,364 2,293
Note E - Contributions Receivable:
Amounts include investments made in the month subsequent to the date
of the financial statements of $336,730 and $314,321 for 1994
and 1993, respectively, and the incentive matching contribution of
$1,007,841 and $877,913 for 1994 and 1993, respectively.
Note F - Party-in-Interest and Reportable Transactions:
Transactions in CINergy stock qualify as party-in-interest
transactions, since CINergy Corp. is the employer of employees covered
by the Plan. In addition, all transactions involving the mutual funds
are party-in-interest transactions, since Fidelity Investments manages
the funds and is the recordkeeper for the Plan.
See Schedule II for a Summary of Reportable Transactions.
Note G - 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.
Note H - Reorganization of Plan Sponsor's Parent:
In October 1994, PSI Resources, Inc. (Resources), parent company of
Energy, and The Cincinnati Gas & Electric Company effected a corporate
reorganization which resulted in a newly formed corporation named
CINergy Corp. (CINergy). CINergy is a registered holding company under
the Public Utility Holding Company Act of 1935. Energy is an operating
subsidiary of CINergy. Pursuant to the reorganization, each
outstanding share of common stock of Resources in the Stock Fund was
exchanged for 1.023 shares of CINergy common stock, $.01 par value.
Note I - Reconciliation of Financial Statements to Form 5500:
The following is a reconciliation of Plan equity per the financial
statements to net assets per the Form 5500:
December 31, 1994
Plan equity per financial statements $65,922,280
Amounts allocated to withdrawing
participants (232,324)
Net assets per Form 5500 $65,689,956
The following is a reconciliation of benefits paid to participants per
the financial statements to the Form 5500:
Year ended
December 31, 1994
Withdrawals per financial statements $ 4,855,737
Add: Amounts allocated to withdrawing
participants at December 31, 1994 232,324
Benefits paid to participants per Form 5500 $ 5,088,061
Amounts allocated to withdrawing participants are recorded on the Form
5500 for distributions that have been processed and approved for
payment prior to December 31 but not yet paid as of that date.
<PAGE>
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, 1994
Approximate
Market Value
Investment Shares Cost Amount %
Aggressive Equity Fund
*Fidelity Magellan Fund 267,477.490 $17,192,093 $17,867,496 27.7
Conservative Equity Fund
*Fidelity Equity-
Income Fund 282,622.003 8,158,217 8,676,496 13.4
Balanced Fund
*Fidelity Asset Manager
Fund 245,163.277 3,554,222 3,390,608 5.2
Bond Fund
*Fidelity U.S. Bond
Index Fund 94,102.379 1,015,738 938,201 1.5
Money Market Fund
*Fidelity Retirement
Money Market - 6,969,909 6,969,909 10.8
Stock Fund
*CINergy Corp.
Common Stock,
$.01 Par Value
- Participant Directed 671,939.803 11,560,940 15,790,585 24.5
- Non-Participant
Directed 401,808.683 8,412,596 9,442,504 14.6
Participant Loan Fund
Interest 5.35%-6.95% - 1,501,910 1,501,910 2.3
TOTAL INVESTMENTS $58,365,625 $64,577,709 100.0
*Denotes a party-in-interest transaction
<PAGE>
<TABLE>
<CAPTION>
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, 1994
Current Value Net
Number of Purchase Selling Book Value of Asset on Realized
Transactions Price Price of Asset Sold Transaction Date Gain/(Loss)
<S> <C> <C> <C> <C> <C> <C>
Purchases
CINergy Stock Fund 19 $25,592,775 $ - $ - $25,592,775 $ -
PSI Stock Fund 54 4,485,307 - - 4,485,307 -
Fidelity Magellan Fund 123 4,156,600 - - 4,156,600 -
Fidelity Equity
Income Fund 109 2,630,121 - - 2,630,121 -
Fidelity Retirement
Money Market Fund 124 1,789,469 - - 1,789,469 -
Sales
CINergy Stock Fund 8 - 1,135,308 951,598 1,135,308 183,710
PSI Stock Fund 42 - 25,533,069 25,751,307 25,533,069 (218,238)
Fidelity Magellan Fund 58 - 1,920,516 1,839,801 1,920,516 80,715
Fidelity Equity
Income Fund 65 - 1,162,484 1,035,256 1,162,484 127,228
Fidelity Retirement
Money Market Fund 113 - 1,913,113 1,913,113 1,913,113 -
</TABLE>
<PAGE>
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act on
1934, the Plan Committee has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
PSI ENERGY, INC. EMPLOYEES' 401(k)
Date: June 28, 1995 SAVINGS PLAN
(The Plan)
Jerry W. Liggett
(Jerry W. Liggett,
Plan Administrator)
<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 CINergy Corp.'s
previously filed Registration Statement File No. 33-56067.
ARTHUR ANDERSEN LLP
Indianapolis, Indiana,
June 28, 1995.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1994
A. Full title of the Plan:
THE CINCINNATI GAS & ELECTRIC COMPANY
DEFERRED COMPENSATION AND INVESTMENT PLAN
B. Name of issuer of the securities held pursuant to the
Plan and the address of its principal executive office:
CINergy Corp.
139 East Fourth Street
Cincinnati, Ohio 45202 - 4003
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Members of the Deferred Compensation and Investment Plan Committee have duly
caused this annual report to be signed by the undersigned hereunto duly
authorized.
THE CINCINNATI GAS & ELECTRIC COMPANY
DEFERRED COMPENSATION AND INVESTMENT PLAN
(Name of Plan)
By /s/GEORGE H. STINSON
George H. Stinson, Chairman
Deferred Compensation and Investment Plan Committee
June 16, 1994
<PAGE>
<TABLE>
<CAPTION>
THE CINCINNATI GAS & ELECTRIC COMPANY
DEFERRED COMPENSATION AND INVESTMENT PLAN
STATEMENT OF FINANCIAL CONDITION WITH FUND INFORMATION
DECEMBER 31, 1994
Participant Directed
CINergy Fidelity Fidelity Fidelity
Common Magellan Equity-Income Intermediate
Total Stock Fund Fund* Fund Bond Fund
<S> <C> <C> <C> <C> <C>
INVESTMENTS, at market
Common Stock of CINergy Corp. -
(Notes 3 and 8)
shares: 3,493,066 $82,087,051 $54,846,378 $ - $ - $ -
Fidelity Magellan Fund* -
shares:98,298 6,566,321 - 6,566,321 - -
Fidelity Equity-Income Fund -
shares: 542,150 16,644,016 - - 16,644,016 -
Fidelity Intermediate Bond Fund -
shares: 301,353 2,962,298 - - - 2,962,298
PNC Money Market Fund - 1,820,544 - - - -
110,080,230 54,846,378 6,566,321 16,644,016 2,962,298
OTHER ASSETS
Cash 190,366 127,545 - - -
Contribution Receivable 277,077 115,404 47,204 41,637 9,454
Accrued Income 863 578 - - -
Loans Receivable from Participants 2,865,296 - - - -
PARTICIPANTS' EQUITY $113,413,832 $55,089,905 $6,613,525 $16,685,653 $2,971,752
<FN>
The accompanying notes are an integral part of this statement.
* Fidelity Magellan Fund is a growth fund seeking long-term capital appreciation by investing primarily in
common stock and securities convertible into common stock. As of March 31, 1995, the Fund had over
$39 billion in net assets, consisting of the following classes: common stock and preferred stock, 96.8%;
convertible preferred stocks and bonds, .2%; corporate bonds, .6%; other securities, 2.4%.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE CINCINNATI GAS & ELECTRIC COMPANY
DEFERRED COMPENSATION AND INVESTMENT PLAN
STATEMENT OF FINANCIAL CONDITION WITH FUND INFORMATION
DECEMBER 31, 1994
(continued)
Non-Participant
Participant Directed Directed
PNC Money CINergy
Market Loan Common
Fund Fund Stock Fund
<S> <C> <C> <C>
INVESTMENTS, at market
Common Stock of CINergy Corp. -
(Notes 3 and 8)
shares: 3,493,066 $ - $ - $27,240,673
Fidelity Magellan Fund* -
shares:98,298 - - -
Fidelity Equity-Income Fund -
shares: 542,150 - - -
Fidelity Intermediate Bond Fund -
shares: 301,353 - - -
PNC Money Market Fund - 1,820,544 - -
1,820,544 - 27,240,673
OTHER ASSETS
Cash - - 62,821
Contribution Receivable 6,537 - 56,841
Accrued Income - - 285
Loans Receivable from Participants - 2,865,296 -
PARTICIPANTS' EQUITY $1,827,081 $2,865,296 $27,360,620
<FN>
The accompanying notes are an integral part of this statement.
* Fidelity Magellan Fund is a growth fund seeking long-term capital appreciation by investing primarily in
common stock and securities convertible into common stock. As of March 31, 1995, the Fund had over
$39 billion in net assets, consisting of the following classes: common stock and preferred stock, 96.8%;
convertible preferred stocks and bonds, .2%; corporate bonds, .6%; other securities, 2.4%.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE CINCINNATI GAS & ELECTRIC COMPANY
DEFERRED COMPENSATION AND INVESTMENT PLAN
STATEMENT OF FINANCIAL CONDITION WITH FUND INFORMATION
DECEMBER 31, 1993
Participant Directed
Company Fidelity Fidelity
Stock Magellan Equity-Income
Total Fund Fund* Fund
<S> <C> <C> <C> <C>
INVESTMENTS, at market
Common Stock of The Cincinnati
Gas & Electric Company -
(Notes 3 and 8)
shares: 3,483,838 $95,805,545 $63,700,395 $ - $ -
Fidelity Magellan Fund* -
shares:66,091 4,682,567 - 4,682,567 -
Fidelity Equity-Income Fund -
shares: 536,379 18,151,070 - - 18,151,070
Fidelity Intermediate Bond Fund -
shares: 306,778 3,307,068 - - -
PNC Money Market Fund - 2,495,540 242,869 72,574 100,660
124,441,790 63,943,264 4,755,141 18,251,730
OTHER ASSETS
Cash 56,712 41,928 5,563 6,927
Contribution Receivable 263,354 108,414 30,141 43,443
Accrued Income 4,575 - - -
Loans Receivable from Participants 2,254,022 - - -
PARTICIPANTS' EQUITY $127,020,453 $64,093,606 $4,790,845 $18,302,100
<FN>
The accompanying notes are an integral part of this statement.
* Fidelity Magellan Fund is a growth fund seeking long-term capital appreciation by investing primarily in
common stock and securities convertible into common stock. As of March 31, 1994, the Fund had over
$33 billion in net assets, consisting of the following classes: common stock, 89.1%;preferred stock, 0.5%;
corporate bonds, 2.1%; U.S. Government obligations, 5.2%; other securities, 0.7%;
repurchase agreements, 2.4%.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE CINCINNATI GAS & ELECTRIC COMPANY
DEFERRED COMPENSATION AND INVESTMENT PLAN
STATEMENT OF FINANCIAL CONDITION WITH FUND INFORMATION
DECEMBER 31, 1993
(continued)
Non-Participant
Participant Directed Directed
Fidelity PNC Money Company
Intermediate Market Loan Stock
Bond Fund Fund Fund Fund
<S> <C> <C> <C> <C>
INVESTMENTS, at market
Common Stock of The Cincinnati
Gas & Electric Company -
(Notes 3 and 8)
shares: 3,483,838 $ - $ - $ - $32,105,150
Fidelity Magellan Fund* -
shares:66,091 - - - -
Fidelity Equity-Income Fund -
shares: 536,379 - - - -
Fidelity Intermediate Bond Fund -
shares: 306,778 3,307,068 - - -
PNC Money Market Fund - 23,867 1,911,107 - 144,463
3,330,935 1,911,107 - 32,249,613
OTHER ASSETS
Cash 2,294 - - -
Contribution Receivable 10,784 6,878 - 63,694
Accrued Income - 4,575 - -
Loans Receivable from Participants - - 2,254,022 -
PARTICIPANTS' EQUITY $3,344,013 $1,922,560 $2,254,022 $32,313,307
<FN>
The accompanying notes are an integral part of this statement.
* Fidelity Magellan Fund is a growth fund seeking long-term capital appreciation by investing primarily in
common stock and securities convertible into common stock. As of March 31, 1994, the Fund had over
$33 billion in net assets, consisting of the following classes: common stock, 89.1%;preferred stock, 0.5%;
corporate bonds, 2.1%; U.S. Government obligations, 5.2%; other securities, 0.7%;
repurchase agreements, 2.4%.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE CINCINNATI GAS & ELECTRIC COMPANY
DEFERRED COMPENSATION AND INVESTMENT PLAN
STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1994
Participant Directed
CINergy Fidelity Fidelity
Common Magellan Equity-Income
Total Stock Fund Fund* Fund
<S> <C> <C> <C> <C>
PARTICIPANTS' EQUITY
beginning of year $127,020,453 $64,093,606 $4,790,845 $18,302,100
CHANGES DURING PERIOD
Assets transferred between plans (Note 2) 778,540 584,175 8,888 55,625
Contributions (Note 5) 7,781,527 2,986,412 1,254,029 1,157,720
Dividend Income 6,623,404 3,190,828 10,975 517,750
Interest Income 455,695 69,055 14,024 74,453
Distributions to Participants (Note 7) (13,867,619) (8,191,697) (402,305) (1,674,587)
Net realized and unrealized appreciation/
(depreciation) in market value of investments (15,378,168) (7,716,255) (136,849) (417,214)
Investment Transfers (Note 3) - 268,314 1,013,337 (1,011,790)
Loans granted to Participants, net of repayments - (194,533) 60,581 (318,404)
Net change during period (13,606,621) (9,003,701) 1,822,680 (1,616,447)
PARTICIPANTS' EQUITY
end of year $113,413,832 $55,089,905 $6,613,525 $16,685,653
UNITS OF PARTICIPATION
December 31, 1994 (including units to be
distributed to Participants)
Number of units
Number of shares (Notes 3 and 8) 2,333,888 98,298 542,150
Value per unit, at market
Market price per share
(New York Stock Exchange - Composite) $23.50 $66.80 $30.70
NUMBER OF EMPLOYEES PARTICIPATING
December 31, 1994 1,513 548 838
<FN>
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE CINCINNATI GAS & ELECTRIC COMPANY
DEFERRED COMPENSATION AND INVESTMENT PLAN
STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1994
(continued)
Non-Participant
Participant Directed Directed
Fidelity PNC Money CINergy
Intermediate Market Loan Common
Bond Fund Fund Fund Stock Fund
<S> <C> <C> <C> <C>
PARTICIPANTS' EQUITY
beginning of year $3,344,013 $1,922,560 $2,254,022 $32,313,307
CHANGES DURING PERIOD
Assets transferred between plans (Note 2) 13,664 (3,462) - 119,650
Contributions (Note 5) 276,985 197,035 - 1,909,346
Dividend Income 74,249 - - 2,829,602
Interest Income 141,069 95,857 - 61,237
Distributions to Participants (Note 7) (186,608) (382,617) - (3,029,805)
Net realized and unrealized appreciation/
(depreciation) in market value of investments (265,133) - - (6,842,717)
Investment Transfers (Note 3) (334,255) 64,394 - -
Loans granted to Participants, net of repayments (92,232) (66,686) 611,274 -
Net change during period (372,261) (95,479) 611,274 (4,952,687)
PARTICIPANTS' EQUITY
end of year $2,971,752 $1,827,081 $2,865,296 $27,360,620
UNITS OF PARTICIPATION
December 31, 1994 (including units to be
distributed to Participants)
Number of units 1,820,544 2,865,296
Number of shares (Notes 3 and 8) 301,353 1,159,178
Value per unit, at market $1.00 $1.00
Market price per share
(New York Stock Exchange - Composite) $9.83 $23.50
NUMBER OF EMPLOYEES PARTICIPATING
December 31, 1994 388 292 328 1,513
<FN>
The accompanying notes are an integral part of this statement.
</TABLE>
<TABLE>
<CAPTION>
THE CINCINNATI GAS & ELECTRIC COMPANY
DEFERRED COMPENSATION AND INVESTMENT PLAN
STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1993
Participant Directed
Fidelity Fidelity
Company Magellan Equity-Income
Total Stock Fund Fund* Fund
<S> <C> <C> <C> <C>
PARTICIPANTS' EQUITY
beginning of year $104,932,588 $53,612,392 $1,750,920 $16,102,903
CHANGES DURING PERIOD
Assets transferred between plans (Note 2) 3,296,904 2,170,368 44,896 185,725
Contributions (Note 5) 6,913,365 2,820,672 697,717 1,221,653
Dividend Income 6,424,023 3,680,134 39,966 610,901
Interest Income 8,706 3,242 1,110 2,103
Distributions to Participants (6,621,463) (3,894,910) (18,950) (831,769)
Net realized and unrealized appreciation/
(depreciation) in market value of investments 12,066,330 5,656,431 526,542 2,657,418
Investment Transfers (Note 3) - 499,374 1,742,590 (1,437,875)
Loans granted to Participants, net of repayments - (454,097) 6,054 (208,959)
Net change during period 22,087,865 10,481,214 3,039,925 2,199,197
PARTICIPANTS' EQUITY
end of year $127,020,453 $64,093,606 $4,790,845 $18,302,100
UNITS OF PARTICIPATION
December 31, 1993 (including units to be
distributed to Participants)
Number of units
Number of shares (Notes 3 and 8) 2,316,378 66,091 536,379
Value per unit, at market
Market price per share
(New York Stock Exchange - Composite) $27.50 $70.85 $33.84
NUMBER OF EMPLOYEES PARTICIPATING
December 31, 1993 1,453 432 869
<FN>
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE CINCINNATI GAS & ELECTRIC COMPANY
DEFERRED COMPENSATION AND INVESTMENT PLAN
STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1993
(continued)
Non-Participant
Participant Directed Directed
Fidelity Money Company
Intermediate Market Loan Stock
Bond Fund Fund Fund Fund
<S> <C> <C> <C> <C>
PARTICIPANTS' EQUITY
beginning of year $3,095,050 $2,468,005 $1,516,281 $26,387,037
CHANGES DURING PERIOD
Assets transferred between plans (Note 2) 10,572 49,819 - 835,524
Contributions (Note 5) 303,704 189,592 - 1,680,027
Dividend Income 204,671 64,863 - 1,823,488
Interest Income 503 - - 1,748
Distributions to Participants (225,670) (142,813) - (1,507,351)
Net realized and unrealized appreciation/
(depreciation) in market value of investments 133,105 - - 3,092,834
Investment Transfers (Note 3) (134,036) (670,053) - -
Loans granted to Participants, net of repayments (43,886) (36,853) 737,741 -
Net change during period 248,963 (545,445) 737,741 5,926,270
PARTICIPANTS' EQUITY
end of year $3,344,013 $1,922,560 $2,254,022 $32,313,307
UNITS OF PARTICIPATION
December 31, 1993 (including units to be
distributed to Participants)
Number of units 2,495,540 2,254,022
Number of shares (Notes 3 and 8) 306,778 1,167,460
Value per unit, at market $1.00 $1.00
Market price per share
(New York Stock Exchange - Composite) $10.78 $27.50
NUMBER OF EMPLOYEES PARTICIPATING
December 31, 1993 414 301 280 1,453
<FN>
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE>
THE CINCINNATI GAS & ELECTRIC COMPANY
DEFERRED COMPENSATION AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 and 1993
(1) Description of The Cincinnati Gas & Electric Company Deferred Compensation
and Investment Plan (DCIP or the Plan) - The following is a brief description
of the Plan. Reference is made to the Plan and the related Trust Agreement,
including the defined terms, for complete information.
All Executive, Supervisory, Administrative, and Professional Employees of The
Cincinnati Gas & Electric Company (CG&E), The Union Light, Heat and Power
Company (ULH&P), and Lawrenceburg Gas Company (LG) are eligible to participate
in the Plan upon completion of one year of service. Under the Plan,
participants may defer, pursuant to Section 401(k) of the Internal Revenue Code
(Code), up to 15% of base pay with a maximum of $9,240 for the year 1994. In
addition, a Participant may make optional contributions to the Plan which, when
combined with salary deferrals, may not exceed 15% of base pay. Salary
deferrals and optional contributions may be further limited for certain highly
compensated Employees by the requirements of Code Sections 401(k), 401(m), and
415. The salary deferrals and optional contributions are invested by the
Trustee, as directed by each Participant, in one or more investment funds,
including a CINergy Common Stock Fund. The Participant's Employer makes a
matching contribution of 55% (50% prior to July 1, 1994) of the amount, not
exceeding 5% of base pay, contributed by each Participant. All Employer
Matching Contributions must be invested by the Trustee in the CINergy Common
Stock Fund. Participants are immediately vested in their salary deferrals and
optional contributions. Participants are vested in the employer matching
contributions after five years of vesting service, or upon death or disability.
Participants are generally eligible to receive distributions of vested assets
from the Plan upon termination of employment (including retirement), death or
disability. Distributions are paid in a lump sum for vested benefits of $3,500
or less. Distributions are paid in a lump sum or five annual installments (at
the election of the participant) for vested benefits greater than $3,500.
Active participants are also eligible to apply to the Plan administrator for
"hardship" withdrawals from their salary-deferral and optional contribution
accounts in accordance with Plan provisions.
Subject to certain limitations, Employees may apply for loans from their
salary-deferral account balances. Such loans are reflected in the Loan Fund in
the accompanying financial statements. Loans bear interest at the prime rate
of the trustee plus 1/2%, and are repaid within five years through regular
payroll deductions.
The Plan is administered by the Deferred Compensation and Investment Plan
Committee and trusteed by PNC Bank, Ohio, N.A. Generally, administrative
expenses of the Plan are paid by the Employer and are not included in the
accompanying financial statements.
The Plan is generally subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA). In particular, the Plan is subject to the
reporting, disclosure, participation, vesting, fiduciary responsibility,
administration, and enforcement provisions of Title I and the termination and
liability provisions of Title IV of ERISA.
The funding provisions of Title I and the provisions relating to the Pension
Benefit Guaranty Corporation of Title IV are not applicable to this type of
defined contribution plan.
CG&E expects to continue the Plan indefinitely, but its Board of Directors
reserves the right to amend or terminate the Plan at any time. No amendment
shall reduce retroactively the rights of Participants or permit the return to
the Employer of any part of the Common Stock or other securities, obligations,
deposits or cash held by the Trustee, or permit their use or diversion for any
purpose other than the exclusive benefit of the Participants or their
Beneficiaries. Forfeitures of participants' non-vested account balances are
used to reduce CG&E's matching contributions in accordance with Plan
provisions.
(2) Significant Accounting Policies - Investments are stated at market value
as determined by the Trustee by reference to published market data at December
31, 1994 and 1993. The market value of the Plan's investments are subject to
price fluctuations in the applicable investment markets. Unrealized valuation
gains and losses are reflected in the Statement of Changes in Participants'
Equity. The statements are prepared on the accrual basis of accounting.
Transfers of assets between the CG&E Savings Incentive Plan (SIP) and DCIP
occur as a result of changes in Employee status between the Weekly and Hourly
Paid classification and the Executive, Supervisory, Administrative and
Professional classification.
(3) Investments - All contributions are paid to the Trustee under the Plan. A
participant may elect or change investment funds and/or the percentages in
which contributions will be allocated once each quarter.
All Employer Matching Contributions are invested in the CINergy Common Stock
Fund. Participant Contributions and Employer Matching Contributions are made
each pay period and immediately invested in the designated fund.
See Note (8) for the discussion of the conversion of CG&E common stock held
by the Plan to CINergy Corp. common stock pursuant to CG&E's merger with PSI
Resources, Inc.
(4) Federal Income Tax Status - The Plan obtained its most recent
determination letter in January 1995, in which the Internal Revenue Service
(IRS) stated that the Plan, as designed, was in compliance with the applicable
requirements of the Internal Revenue Code. The determination letter covers the
amendments made to the Plan for purposes of complying with the requirements of
the Tax Reform Act of 1986. Participating employees are not subject to tax on
Plan income or amounts contributed by the employer until such time as such
amounts are distributed to them.
(5) Contributions - Contributions made by Participants and amounts contributed
by each Employer during the years ended December 31, 1994 and 1993 are as
follows:
1994 1993
Participants' Employers' Participants' Employers'
Contributions Contributions Contributions Contributions
CG&E $384,244 $7,099,436 $332,084 $6,306,212
ULH&P and LG - 297,847 3,591 271,478
Total $384,244 $7,397,283 $335,675 $6,577,690
Participant contributions include optional contributions, while employer
contributions include salary deferrals and employer matching contributions.
(6) Participant Withdrawals - Distributions which had been requested by
Participants and approved but not yet paid as of December 31, 1994 and 1993 are
as follows:
1994 1993
CINergy Common Stock Fund $1,046,902 $231,679
Fidelity Magellan Fund 79,527 -
Fidelity Equity-Income Fund 274,437 -
Fidelity Intermediate Bond Fund 80,866 -
Money Market Fund 41,357 -
Cash 9,964 -
Total $1,533,053 $231,679
These amounts are classified in the accompanying Statements of Financial
Condition as of December 31, 1994 and 1993 as a component of Participants'
Equity.
(7) Voluntary Early Retirement Program - During 1994, CG&E & its subsidiaries
approved a Voluntary Early Retirement Program (the Program). Distributions to
Participants in the Statement of Changes in Participants' Equity for the year
ended December 31, 1994 includes approximately $10,809,000 in distributions to
Participants who elected to retire under the Program.
(8) Merger - On October 24, 1994, PSI Resources, Inc. (Resources) was merged
with CINergy Corp. (CINergy), and a subsidiary of CINergy was merged with CG&E.
Each outstanding share of CG&E common stock held by the Plan at October 24,
1994 was exchanged for one share of CINergy common stock.
<PAGE>
Report of Independent Public Accountants
To The Deferred Compensation and Investment Plan Committee of
The Cincinnati Gas & Electric Company:
We have audited the accompanying statements of financial condition of THE
CINCINNATI GAS & ELECTRIC COMPANY DEFERRED COMPENSATION AND INVESTMENT PLAN
(the Plan) as of December 31, 1994 and 1993, and the related statements of
changes in participants' equity for the years then ended. These financial
statements are the responsibility of the Deferred Compensation and Investment
Plan Committee. 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 management, 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 condition of the Plan as of December
31, 1994 and 1993, and the changes in participants' equity for the years then
ended, in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules
(Exhibits I and II) are presented for purposes of additional analysis and are
not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The Fund Information in the statements of financial condition and the
statements of changes in participants' equity is presented for purposes of
additional analysis rather than to present the financial condition and changes
in participants' equity of each fund. The supplemental schedules and Fund
Information have been subjected to the auditing procedures applied in the
audits 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 LLP
Cincinnati, Ohio,
June 16, 1995
<PAGE>
EXHIBIT I
The Cincinnti Gas & Electric Company
Deferred Compensation and Investment Plan
Sponsor EIN: 31-0240030
Administrator EIN: 31-1070386
Plan Number: 004
Part I, Schedule G (Form 5500, Item 27a)
Schedule of Assets Held for Investment Purposes at December 31, 1994
--------------------------------------------------------------------
(a) (b) (c) (d) (e)
Description of
investment
including maturity
date, rate of
Identity of issue, interest,
borrower, lessor, collateral, par or Current
or similar party maturity value Cost value
- --- ------------------ ------------------ ---- -------
* CINergy Common 3,493,066 shares; $61,279,613 $82,087,051
Stock Fund $0.01 par value;
$23.50 market
price per share
@ 12/31/94
Fidelity Magellan Mutual fund, 7,015,139 6,566,321
Fund primarily common
stock; 98,298
shares; $66.80 net
asset value
@ 12/31/94
Fidelity Mutual fund, 17,747,684 16,644,016
Equity-Income Fund primarily equity
securities; 542,150
shares; $30.70
net asset value
@ 12/31/94
Fidelity Mutual fund, 3,162,207 2,962,298
Intermediate primarily
Bond Fund fixed-income
obligations;
301,353 shares;
$9.83 net asset
value @ 12/31/94
** PNC Money Market Mutual fund, money 1,820,544 1,820,544
Fund market instruments;
1,820,544 units;
$1.00 net asset
value @ 12/31/94
Participant loans 7% - 9 1/2% 0 2,865,296
* The Cincinnati Gas & Electric Company, as employer having employees covered
by the plan, is a party-in-interest.
** PNC, as Trustee, is a party-in-interest.
<PAGE>
Exhibit II
The Cincinnati Gas & Electric Company
Deferred Compensation and Investment Plan
Sponsor EIN: 31-0240030
Administrator EIN: 31-1070386
Plan Number: 004
Part V, Schedule G (Form 5500, Item 27d)
Schedule of Reportable Transactions
For the Year Ended December 31, 1994
------------------------------------
Total Total Total Dollar Total Dollar
Identity of Number of Number Value of Value of Net Loss
Securities Purchases of Sales Purchases Sales on Sales
- ----------- --------- -------- ------------ ------------ --------
CINergy Corp.
Common Stock
Fund 32 96 $13,346,380 $13,650,053 $2,992,028
Fidelity Equity
Income Fund 76 83 3,506,013 3,462,911 49,102
PNC Money Market
Fund 64 60 10,006,466 4,722,677 -
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference of our report dated June 16, 1995 included in this Annual Report
on Form 11-K for the year ended December 31, 1994 of The Cincinnati Gas &
Electric Company Deferred Compensation and Investment Plan, into its previously
filed Registration Statement No. 33-55291.
ARTHUR ANDERSEN LLP
Cincinnati, Ohio,
June 16, 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1994
A. Full title of the Plan:
THE CINCINNATI GAS & ELECTRIC COMPANY
SAVINGS INCENTIVE PLAN
B. Name of issuer of the securities held pursuant to the
Plan and the address of its principal executive office:
CINergy Corp.
139 East Fourth Street
Cincinnati, Ohio 45202 - 4003
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Members of the Savings Incentive Plan Committee have duly caused this annual
report to be signed by the undersigned hereunto duly authorized.
THE CINCINNATI GAS & ELECTRIC COMPANY
SAVINGS INCENTIVE PLAN
(Name of Plan)
By /s/GEORGE H. STINSON
George H. Stinson, Chairman
Savings Incentive Plan Committee
June 28, 1995
<PAGE>
<TABLE>
<CAPTION>
THE CINCINNATI GAS & ELECTRIC COMPANY
SAVINGS INCENTIVE PLAN
STATEMENT OF FINANCIAL CONDITION WITH FUND INFORMATION
DECEMBER 31, 1994
Participant Directed
CINergy Fidelity Fidelity Fidelity
Common Magellan Equity-Income Intermediate
Total Stock Fund Fund* Fund Bond Fund
<S> <C> <C> <C> <C> <C>
INVESTMENTS, at market
Common Stock of CINergy Corp. -
(Notes 3 and 7)
shares: 3,816,073 $89,677,716 $63,795,421 $ - $ - $ -
Fidelity Magellan Fund* -
shares: 27,297 1,823,440 - 1,823,440 - -
Fidelity Equity-Income Fund -
shares: 203,060 6,233,933 - - 6,233,933 -
Fidelity Intermediate Bond Fund -
shares: 108,305 1,064,640 - - - 1,064,640
PNC Money Market Fund - 1,073,488 - - - -
99,873,217 63,795,421 1,823,440 6,233,933 1,064,640
OTHER ASSETS
Cash 193,410 139,255 - - -
Contribution Receivable 339,561 205,346 19,006 23,530 5,076
Accrued Income 780 562 - - -
Loans Receivable from Participants 3,460,562 - - - -
PARTICIPANTS' EQUITY $103,867,530 $64,140,584 $1,842,446 $6,257,463 $1,069,716
<FN>
The accompanying notes are an integral part of this statement.
* Fidelity Magellan Fund is a growth fund seeking long-term capital appreciation by investing primarily in
common stock and securities convertible into common stock. As of March 31, 1995, the Fund had over
$39 billion in net assets, consisting of the following classes: common stock and preferred stock, 96.8%;
convertible preferred stocks and bonds, .2%; corporate bonds, .6%; other securities, 2.4%.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE CINCINNATI GAS & ELECTRIC COMPANY
SAVINGS INCENTIVE PLAN
STATEMENT OF FINANCIAL CONDITION WITH FUND INFORMATION
DECEMBER 31, 1994
(continued)
Non-Participant
Participant Directed Directed
PNC Money CINergy
Market Loan Common
Fund Fund Stock Fund
<S> <C> <C> <C>
INVESTMENTS, at market
Common Stock of CINergy Corp. -
(Notes 3 and 7)
shares: 3,816,073 $ - $ - $25,882,295
Fidelity Magellan Fund* -
shares: 27,297 - - -
Fidelity Equity-Income Fund -
shares: 203,060 - - -
Fidelity Intermediate Bond Fund -
shares: 108,305 - - -
PNC Money Market Fund - 1,073,488 - -
1,073,488 - 25,882,295
OTHER ASSETS
Cash - - 54,155
Contribution Receivable 6,746 - 79,857
Accrued Income - - 218
Loans Receivable from Participants - 3,460,562 -
PARTICIPANTS' EQUITY $1,080,234 $3,460,562 $26,016,525
<FN>
The accompanying notes are an integral part of this statement.
* Fidelity Magellan Fund is a growth fund seeking long-term capital appreciation by investing primarily in
common stock and securities convertible into common stock. As of March 31, 1995, the Fund had over
$39 billion in net assets, consisting of the following classes: common stock and preferred stock, 96.8%;
convertible preferred stocks and bonds, .2%; corporate bonds, .6%; other securities, 2.4%.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE CINCINNATI GAS & ELECTRIC COMPANY
SAVINGS INCENTIVE PLAN
STATEMENT OF FINANCIAL CONDITION WITH FUND INFORMATION
DECEMBER 31, 1993
Participant Directed
Company Fidelity Fidelity
Stock Magellan Equity-Income
Total Fund Fund* Fund
<S> <C> <C> <C> <C>
INVESTMENTS, at market
Common Stock of The Cincinnati
Gas & Electric Company -
(Notes 3 and 7)
shares: 3,380,743 $92,970,433 $66,773,905 $ - $ -
Fidelity Magellan Fund* -
shares: 11,655 825,738 - 825,738 -
Fidelity Equity-Income Fund -
shares: 180,219 6,098,625 - - 6,098,625
Fidelity Intermediate Bond Fund -
shares: 99,342 1,070,909 - - -
PNC Money Market Fund - 1,817,798 451,072 26,335 57,033
102,783,503 67,224,977 852,073 6,155,658
OTHER ASSETS
Cash 12,277 7,544 - 4,733
Contribution Receivable 150,946 90,364 5,285 11,437
Accrued Income 8,175 - - -
Loans Receivable from Participants 2,644,347 - - -
PARTICIPANTS' EQUITY $105,599,248 $67,322,885 $857,358 $6,171,828
<FN>
The accompanying notes are an integral part of this statement.
* Fidelity Magellan Fund is a growth fund seeking long-term capital appreciation by investing primarily in
common stock and securities convertible into common stock. As of March 31, 1994, the Fund had over
$33 billion in net assets, consisting of the following classes: common stock, 89.1%;preferred stock, 0.5%;
corporate bonds, 2.1%; U.S. Government obligations, 5.2%; other securities, 0.7%;
repurchase agreements, 2.4%.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE CINCINNATI GAS & ELECTRIC COMPANY
SAVINGS INCENTIVE PLAN
STATEMENT OF FINANCIAL CONDITION WITH FUND INFORMATION
DECEMBER 31, 1993
(continued)
Non-Participant
Participant Directed Directed
Fidelity PNC Money Company
Intermediate Market Loan Stock
Bond Fund Fund Fund Fund
<S> <C> <C> <C> <C>
INVESTMENTS, at market
Common Stock of The Cincinnati
Gas & Electric Company -
(Notes 3 and 7)
shares: 3,380,743 $ - $ - $ - $26,196,528
Fidelity Magellan Fund* -
shares: 11,655 - - - -
Fidelity Equity-Income Fund -
shares: 180,219 - - - -
Fidelity Intermediate Bond Fund -
shares: 99,342 1,070,909 - - -
PNC Money Market Fund - 12,883 1,076,760 - 193,715
1,083,792 1,076,760 - 26,390,243
OTHER ASSETS
Cash - - - -
Contribution Receivable 2,585 2,232 - 39,043
Accrued Income 5,605 2,570 - -
Loans Receivable from Participants - - 2,644,347 -
PARTICIPANTS' EQUITY $1,091,982 $1,081,562 $2,644,347 $26,429,286
<FN>
The accompanying notes are an integral part of this statement.
* Fidelity Magellan Fund is a growth fund seeking long-term capital appreciation by investing primarily in
common stock and securities convertible into common stock. As of March 31, 1994, the Fund had over
$33 billion in net assets, consisting of the following classes: common stock, 89.1%;preferred stock, 0.5%;
corporate bonds, 2.1%; U.S. Government obligations, 5.2%; other securities, 0.7%;
repurchase agreements, 2.4%.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE CINCINNATI GAS & ELECTRIC COMPANY
SAVINGS INCENTIVE PLAN
STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1994
Participant Directed
CINergy Fidelity Fidelity
Common Magellan Equity-Income
Total Stock Fund Fund* Fund
<S> <C> <C> <C> <C>
PARTICIPANTS' EQUITY
beginning of year $105,599,248 $67,322,885 $857,358 $6,171,828
CHANGES DURING PERIOD
Assets transferred between plans (Note 2) (778,540) (584,175) (8,888) (55,625)
Contributions (Note 5) 8,544,944 4,908,086 440,332 607,708
Dividend Income 6,202,989 4,195,952 2,636 181,989
Interest Income 309,177 112,987 12,713 36,550
Distributions to Participants (2,650,524) (1,979,453) (9,832) (94,379)
Net realized and unrealized appreciation/
(depreciation) in market value of investments (13,359,764) (9,154,375) (30,215) (163,364)
Investment Transfers (Note 3) - (175,974) 610,560 (235,283)
Loans granted to Participants, net of repayments - (505,349) (32,218) (191,961)
Net change during period (1,731,718) (3,182,301) 985,088 85,635
PARTICIPANTS' EQUITY
end of year $103,867,530 $64,140,584 $1,842,446 $6,257,463
UNITS OF PARTICIPATION
December 31, 1994 (including units to be
distributed to Participants)
Number of units
Number of shares (Notes 3 and 7) 2,714,699 27,297 203,060
Value per unit, at market
Market price per share
(New York Stock Exchange - Composite) $23.50 $66.80 $30.70
NUMBER OF EMPLOYEES PARTICIPATING
December 31, 1994 2,979 428 854
<FN>
The accompanying notes are an integral part of this statement.
</TABLE>
<TABLE>
<CAPTION>
THE CINCINNATI GAS & ELECTRIC COMPANY
SAVINGS INCENTIVE PLAN
STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY WITH FUND I
FOR THE YEAR ENDED DECEMBER 31, 1994
(continued)
Non-Participant
Participant Directed Directed
Fidelity PNC Money CINergy
Intermediate Market Loan Common
Bond Fund Fund Fund Stock Fund
<S> <C> <C> <C> <C>
PARTICIPANTS' EQUITY
beginning of year $1,091,982 $1,081,562 $2,644,347 $26,429,286
CHANGES DURING PERIOD
Assets transferred between plans (Note 2) (13,664) 3,462 - (119,650)
Contributions (Note 5) 133,578 145,552 - 2,309,688
Dividend Income 24,147 - - 1,798,265
Interest Income 44,612 53,892 - 48,423
Distributions to Participants (20,624) (20,053) - (526,183)
Net realized and unrealized appreciation/
(depreciation) in market value of investments (88,506) - - (3,923,304)
Investment Transfers (Note 3) (73,318) (125,985) - -
Loans granted to Participants, net of repayments (28,491) (58,196) 816,215 -
Net change during period (22,266) (1,328) 816,215 (412,761)
PARTICIPANTS' EQUITY
end of year $1,069,716 $1,080,234 $3,460,562 $26,016,525
UNITS OF PARTICIPATION
December 31, 1994 (including units to be
distributed to Participants)
Number of units 1,073,488 3,460,562
Number of shares (Notes 3 and 7) 108,305 1,101,374
Value per unit, at market $1.00 $1.00
Market price per share
(New York Stock Exchange - Composite) $9.83 $23.50
NUMBER OF EMPLOYEES PARTICIPATING
December 31, 1994 393 375 686 2,979
<FN>
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE CINCINNATI GAS & ELECTRIC COMPANY
SAVINGS INCENTIVE PLAN
STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1993
Participant Directed
Fidelity Fidelity
Company Magellan Equity-Income
Total Stock Fund Fund* Fund
<S> <C> <C> <C> <C>
PARTICIPANTS' EQUITY
beginning of year $89,550,982 $58,237,047 $176,099 $5,090,833
CHANGES DURING PERIOD
Assets transferred between plans (Note 2) (3,296,904) (2,170,368) (44,896) (185,725)
Contributions (Note 5) 7,615,674 4,578,280 207,162 595,187
Dividend Income 5,732,949 3,938,706 7,040 200,156
Interest Income 50,571 8,766 357 961
Distributions to Participants (3,370,361) (2,515,875) (1,284) (90,527)
Net realized and unrealized appreciation/
(depreciation) in market value of investments 9,316,337 5,974,512 84,269 860,019
Investment Transfers (Note 3) - (100,581) 431,053 (153,852)
Loans granted to Participants, net of repayments - (627,602) (2,442) (145,224)
Net change during period 16,048,266 9,085,838 681,259 1,080,995
PARTICIPANTS' EQUITY
end of year $105,599,248 $67,322,885 $857,358 $6,171,828
UNITS OF PARTICIPATION
December 31, 1993 (including units to be
distributed to Participants)
Number of units
Number of shares (Notes 3 and 7) 2,428,142 11,655 180,219
Value per unit, at market
Market price per share
(New York Stock Exchange - Composite) $27.50 $70.85 $33.84
NUMBER OF EMPLOYEES PARTICIPATING
December 31, 1993 2,751 251 832
<FN>
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE CINCINNATI GAS & ELECTRIC COMPANY
SAVINGS INCENTIVE PLAN
STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY WITH FUND I
FOR THE YEAR ENDED DECEMBER 31, 1993
(continued)
Non-Participant
Participant Directed Directed
Fidelity Money Company
Intermediate Market Loan Stock
Bond Fund Fund Fund Fund
<S> <C> <C> <C> <C>
PARTICIPANTS' EQUITY
beginning of year $939,683 $1,246,981 $1,835,155 $22,025,184
CHANGES DURING PERIOD
Assets transferred between plans (Note 2) (10,572) (49,819) - (835,524)
Contributions (Note 5) 140,368 121,995 - 1,972,682
Dividend Income 71,276 - - 1,515,771
Interest Income 246 36,524 - 3,717
Distributions to Participants (19,540) (135,565) - (607,570)
Net realized and unrealized appreciation/
(depreciation) in market value of investments 42,511 - - 2,355,026
Investment Transfers (Note 3) (54,340) (122,280) - -
Loans granted to Participants, net of repayments (17,650) (16,274) 809,192 -
Net change during period 152,299 (165,419) 809,192 4,404,102
PARTICIPANTS' EQUITY
end of year $1,091,982 $1,081,562 $2,644,347 $26,429,286
UNITS OF PARTICIPATION
December 31, 1993 (including units to be
distributed to Participants)
Number of units 1,817,798 2,644,347
Number of shares (Notes 3 and 7) 99,342 952,601
Value per unit, at market $1.00 $1.00
Market price per share
(New York Stock Exchange - Composite) $10.78 $27.50
NUMBER OF EMPLOYEES PARTICIPATING
December 31, 1993 373 308 526 2,751
<FN>
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE>
THE CINCINNATI GAS & ELECTRIC COMPANY
SAVINGS INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 and 1993
(1) Description of The Cincinnati Gas & Electric Company Savings Incentive
Plan (SIP or the Plan) - The following is a brief description of the Plan.
Reference is made to the Plan and the related Trust Agreement, including the
defined terms, for complete information.
All Weekly or Hourly Paid Employees of The Cincinnati Gas & Electric Company
(CG&E), The Union Light, Heat and Power Company (ULH&P), and Lawrenceburg Gas
Company (LG) are eligible to participate in the Plan upon completion of one
year of service. Under the Plan, participants may defer, pursuant to Section
401(k) of the Internal Revenue Code (Code), up to 15% of base pay with a
maximum of $9,240 for the year 1994. In addition, a Participant may make
optional contributions to the Plan which, when combined with salary deferrals,
may not exceed 15% of base pay. Salary deferrals and optional contributions
may be further limited for certain highly compensated Employees by the
requirements of Code Sections 401(k), 401(m), and 415. The salary deferrals
and optional contributions are invested by the Trustee, as directed by each
Participant, in one or more investment funds, including a CINergy Common Stock
Fund. The Participant's Employer makes a matching contribution of 55% of the
amount (50% prior to July 1, 1994), not exceeding 5% of base pay, contributed
by each Participant. All Employer Matching Contributions must be invested by
the Trustee in the CINergy Common Stock Fund. Participants are immediately
vested in their salary deferrals and optional contributions. Participants are
vested in the employer matching contributions after five years of vesting
service, or upon death or disability.
Participants are generally eligible to receive distributions of vested assets
from the Plan upon termination of employment (including retirement), death or
disability. Distributions are paid in a lump sum for vested benefits of $3,500
or less. Distributions are paid in a lump sum or five annual installments (at
the election of the participant) for vested benefits greater than $3,500.
Active participants are also eligible to apply to the Plan administrator for
"hardship" withdrawals from their salary-deferral and optional contribution
accounts in accordance with Plan provisions.
Subject to certain limitations, Employees may apply for loans from their
salary-deferral account balances. Such loans are reflected in the Loan Fund in
the accompanying financial statements. Loans bear interest at the prime rate
of the trustee plus 1/2%, and are repaid within five years through regular
payroll deductions.
The Plan is administered by the Savings Incentive Plan Committee and trusteed
by PNC Bank, Ohio, N.A. Generally, administrative expenses of the Plan are
paid by the Employer and are not included in the accompanying financial
statements.
The Plan is generally subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA). In particular, the Plan is subject to the
reporting, disclosure, participation, vesting, fiduciary responsibility,
administration, and enforcement provisions of Title I and the termination and
liability provisions of Title IV of ERISA.
The funding provisions of Title I and the provisions relating to the Pension
Benefit Guaranty Corporation of Title IV are not applicable to this type of
defined contribution plan.
CG&E expects to continue the Plan indefinitely, but its Board of Directors
reserves the right to amend or terminate the Plan at any time. No amendment
shall reduce retroactively the rights of Participants or permit the return to
the Employer of any part of the Common Stock or other securities, obligations,
deposits or cash held by the Trustee, or permit their use or diversion for any
purpose other than the exclusive benefit of the Participants or their
Beneficiaries. Forfeitures of participants' non-vested account balances are
used to reduce CG&E's matching contributions in accordance with Plan
provisions.
(2) Significant Accounting Policies - Investments are stated at market value
as determined by the Trustee by reference to published market data at December
31, 1994 and 1993. The market value of the Plan's investments are subject to
price fluctuations in the applicable investment markets. Unrealized valuation
gains and losses are reflected in the Statement of Changes in Participants'
Equity. The statements are prepared on the accrual basis of accounting.
Transfers of assets between the SIP and the CG&E Deferred Compensation and
Investment Plan (DCIP) occur as a result of changes in Employee status between
the Weekly and Hourly Paid classification and the Executive, Supervisory,
Administrative and Professional classification.
(3) Investments - All contributions are paid to the Trustee under the Plan. A
participant may elect or change investment funds and/or the percentages in
which contributions will be allocated once each quarter.
All Employer Matching Contributions are invested in the CINergy Common Stock
Fund. Participant Contributions and Employer Matching Contributions are made
each pay period and immediately invested in the designated fund.
See Note (7) for the discussion of the conversion of CG&E Common Stock held
by the Plan, to CINergy Corp. common stock pursuant to CG&E's merger with PSI
Resources, Inc.
(4) Federal Income Tax Status - The Plan obtained its most recent
determination letter in January 1995, in which the Internal Revenue Service
(IRS) stated that the Plan, as designed, was in compliance with the applicable
requirements of the Internal Revenue Code. The determination letter covers the
amendments made to the Plan for purposes of complying with the requirements of
the Tax Reform Act of 1986. Participating employees are not subject to tax on
Plan income or amounts contributed by the employer until such time as such
amounts are distributed to them.
(5) Contributions - Contributions made by Participants and amounts contributed
by each Employer during the years ended December 31, 1994 and 1993 are as
follows:
1994 1993
Participants' Employers' Participants' Employers'
Contributions Contributions Contributions Contributions
CG&E $627,051 $7,235,758 $644,405 $6,378,729
ULH&P and LG - 624,005 - 548,552
Total $627,051 $7,917,893 $644,405 $6,971,269
Participant contributions include optional contributions, while employer
contributions include salary deferrals, and employer matching contributions.
(6) Participant Withdrawals - Distributions which had been requested by
Participants and approved but not yet paid as of December 31, 1994 and 1993 are
as follows:
1994 1993
CINergy Common Stock Fund $393,672 $515,186
Fidelity Equity-Income Fund 4,682 1,850
Fidelity Intermediate Bond Fund 488 -
Money Market Fund 217 -
Total $399,059 $517,036
These amounts are classified in the accompanying Statements of Financial
Condition as of December 31, 1994 and 1993 as a component of Participants'
Equity.
(7) Merger - On October 24, 1994, PSI Resources, Inc. (Resources) was merged
with CINergy Corp. (CINergy), and a subsidiary of CINergy was merged with CG&E.
Each outstanding share of CG&E common stock held by the Plan at October 24,
1994 was exchanged for one share of CINergy common stock.
<PAGE>
Report of Independent Public Accountants
To The Savings Incentive Plan Committee of
The Cincinnati Gas & Electric Company:
We have audited the accompanying statements of financial condition of THE
CINCINNATI GAS & ELECTRIC COMPANY SAVINGS INCENTIVE PLAN (the Plan) as of
December 31, 1994 and 1993, and the related statements of changes in
participants' equity for the years then ended. These financial statements are
the responsibility of the Savings Incentive Plan Committee. 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 management, 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 condition of the Plan as of December 31,
1994 and 1993, and the changes in participants' equity for the years then
ended, in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules (Exhibits I
and II) are presented for purposes of additional analysis and are not a
required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The Fund Information in the statements of financial condition and the
statements of changes in participants' equity is presented for purposes of
additional analysis rather than to present the financial condition and changes
in participants' equity of each fund. The supplemental schedules and Fund
Information have been subjected to the auditing procedures applied in the
audits 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 LLP
Cincinnati, Ohio,
June 16, 1995
<PAGE>
EXHIBIT I
The Cincinnti Gas & Electric Company
Savings Incentive Plan
Sponsor EIN: 31-0240030
Administrator EIN: 31-1070386
Plan Number: 004
Part I, Schedule G (Form 5500, Item 27a)
Schedule of Assets Held for Investment Purposes at December 31, 1994
--------------------------------------------------------------------
(a) (b) (c) (d) (e)
Description of
investment
including maturity
date, rate of
Identity of issue, interest,
borrower, lessor, collateral, par or Current
or similar party maturity value Cost value
- --- ------------------ ------------------ ---- -------
* CINergy Common 3,816,073 shares; $68,479,517 $89,677,716
Stock Fund $0.01 par value;
$23.50 market
price per share
@ 12/31/94
Fidelity Magellan Mutual fund, 1,915,521 1,823,440
Fund primarily common
stock; 27,297
shares; $66.80 net
asset value
@ 12/31/94
Fidelity Mutual fund, 6,644,065 6,233,933
Equity-Income Fund primarily equity
securities; 203,060
shares; $30.70
net asset value
@ 12/31/94
Fidelity Mutual fund, 1,135,573 1,064,640
Intermediate primarily
Bond Fund fixed-income
obligations;
108,305 shares;
$9.83 net asset
value @ 12/31/94
** PNC Money Market Mutual fund, money 1,073,488 1,073,488
Fund market instruments;
1,073,488 units;
$1.00 net asset
value @ 12/31/94
Participant loans 7% - 9 1/2% 0 3,460,562
* The Cincinnati Gas & Electric Company, as employer having employees covered
by the plan, is a party-in-interest.
** PNC, as Trustee, is a party-in-interest.
<PAGE>
Exhibit II
The Cincinnati Gas & Electric Company
Deferred Compensation and Investment Plan
Sponsor EIN: 31-0240030
Administrator EIN: 31-1070386
Plan Number: 004
Part V, Schedule G (Form 5500, Item 27d)
Schedule of Reportable Transactions
For the Year Ended December 31, 1994
------------------------------------
Total Total Total Dollar Total Dollar
Identity of Number of Number Value of Value of Net Loss
Securities Purchases of Sales Purchases Sales on Sales
- ----------- --------- -------- ------------ ------------ --------
CINergy Corp.
Common Stock
Fund 47 123 $13,598,411 $4,787,444 $823,853
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated June 16, 1995 included in this Annual Report on
Form 11-K for the year ended December 31, 1994 of The Cincinnati Gas & Electric
Company Savings Incentive Plan, into its previously filed Registration
Statement No. 33-55293.
ARTHUR ANDERSEN LLP
Cincinnati, Ohio,
June 16, 1995
