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, 1995
(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,
1995 (Form 10-K), as set forth below:
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
The exhibit list pertaining to Cinergy Corp. 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 SEC 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.
(Exhibit to Cinergy's 1993 Form 10-K in File
No. 1-11377.)
3-b *By-laws of Cinergy as amended January 25,
1996. (Exhibit to Cinergy's Form U-1
Declaration filed February 23, 1996, in File
No. 70-8807.)
4-a *Original Indenture (First Mortgage Bonds)
dated September 1, 1939, between PSI 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
PSI and The First National Bank of Chicago
dated January 1, 1972. (Exhibit to File No.
2-42545.)
4-c *Twenty-third Supplemental Indenture between
PSI and The First National Bank of Chicago
dated January 1, 1977. (Exhibit to File No.
2-57828.)
4-d *Twenty-fifth Supplemental Indenture between
PSI and The First National Bank of Chicago
dated September 1, 1978. (Exhibit to File
No. 2-62543.)
<PAGE>
Exhibit
Designation Nature of Exhibit
4-e *Twenty-seventh Supplemental Indenture
between PSI and The First National Bank of
Chicago dated March 1, 1979. (Exhibit to
File No. 2-63753.)
4-f *Thirty-fifth Supplemental Indenture between
PSI and The First National Bank of Chicago
dated March 30, 1984. (Exhibit to PSI's
1984 Form 10-K in File No. 1-3543.)
4-g *Thirty-ninth Supplemental Indenture between
PSI and The First National Bank of Chicago
dated March 15, 1987. (Exhibit to PSI's
1987 Form 10-K in File No. 1-3543.)
4-h *Forty-first Supplemental Indenture between
PSI and The First National Bank of Chicago
dated June 15, 1988. (Exhibit to PSI's 1988
Form 10-K in File No. 1-3543.)
4-i *Forty-second Supplemental Indenture between
PSI and The First National Bank of Chicago
dated August 1, 1988. (Exhibit to PSI's
1988 Form 10-K in File No. 1-3543.)
4-j *Forty-fourth Supplemental Indenture between
PSI and The First National Bank of Chicago
dated March 15, 1990. (Exhibit to PSI's
1990 Form 10-K in File No. 1-3543.)
4-k *Forty-fifth Supplemental Indenture between
PSI and The First National Bank of Chicago
dated March 15, 1990. (Exhibit to PSI's
1990 Form 10-K in File No. 1-3543.)
4-l *Forty-sixth Supplemental Indenture between
PSI and The First National Bank of Chicago
dated June 1, 1990. (Exhibit to PSI's 1991
Form 10-K in File No. 1-3543.)
4-m *Forty-seventh Supplemental Indenture
between PSI and The First National Bank of
Chicago dated July 15, 1991. (Exhibit to
PSI's 1991 Form 10-K in File No. 1-3543.)
4-n *Forty-eighth Supplemental Indenture between
PSI and The First National Bank of Chicago
dated July 15, 1992. (Exhibit to PSI's 1992
Form 10-K in File No. 1-3543.)
4-o *Forty-ninth Supplemental Indenture between
PSI and The First National Bank of Chicago
dated February 15, 1993. (Exhibit to PSI's
1992 Form 10-K in File No. 1-3543.)
<PAGE>
Exhibit
Designation Nature of Exhibit____________
4-p *Fiftieth Supplemental Indenture between PSI
and The First National Bank of Chicago dated
February 15, 1993. (Exhibit to PSI's 1992
Form 10-K in File No. 1-3543.)
4-q *Fifty-first Supplemental Indenture between
PSI and The First National Bank of Chicago
dated February 1, 1994. (Exhibit to PSI's
1993 Form 10-K in File No. 1-3543.)
4-r *Indenture (Secured Medium-term Notes,
Series A), dated July 15, 1991, between PSI
and The First National Bank of Chicago, as
Trustee. (Exhibit to PSI's Form 10-K/A,
Amendment No. 2, dated July 15, 1993, in
File No. 1-3543.)
4-s *Indenture (Secured Medium-term Notes,
Series B), dated July 15, 1992, between PSI
and The First National Bank of Chicago, as
Trustee. (Exhibit to PSI's Form 10-K/A,
Amendment No. 2, dated July 15, 1993, in
File No. 1-3543.)
4-t *Original Indenture (First Mortgage Bonds)
between 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.)
<PAGE>
Exhibit
Designation Nature of Exhibit______________
4-z *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-aa *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-bb *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-cc *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-dd *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-ee *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-ff *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-gg *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-hh *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-ii *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.)
<PAGE>
Exhibit
Designation Nature of Exhibit_______________
4-jj *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-kk *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-ll *Original Indenture (Unsecured Debt
Securities) between CG&E and The Fifth Third
Bank dated as of May 15, 1995. (Exhibit to
CG&E's Form 8-A dated July 24, 1995, in File
No. 1-1232.)
4-mm *First Supplemental Indenture between CG&E
and The Fifth Third Bank dated as of June 1,
1995. (Exhibit to CG&E's June 30, 1995,
Form 10-Q in File No. 1-1232.)
4-nn *Second Supplemental Indenture between CG&E
and The Fifth Third Bank dated as of June
30, 1995. (Exhibit to CG&E's Form 8-A dated
July 24, 1995, in File No. 1-1232.)
4-oo *Loan Agreement between CG&E and the State
of Ohio Air Quality Development Authority
dated as of September 13, 1995. (Exhibit to
CG&E's September 30, 1995, Form 10-Q in File
No. 1-1232.)
4-pp *Loan Agreement between CG&E and the State of
Ohio Air Quality Development Authority dated as
of September 13, 1995. (Exhibit to CG&E's
September 30, 1995, Form 10-Q in File No.
1-1232.)
4-qq *Original Indenture (First Mortgage Bonds)
between 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.)
<PAGE>
Exhibit
Designation Nature of Exhibit
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 *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.)
4-vv *Original Indenture (Unsecured Debt
Securities) between ULH&P and the Fifth
Third Bank dated as of July 1, 1995.
(Exhibit to ULH&P's June 30, 1995, Form
10-Q in File No. 2-7793.)
4-ww *First Supplemental Indenture between
ULH&P and The Fifth Third Bank dated as
of July 15, (Exhibit to ULH&P's June 30,
1995, Form 10-Q in File No. 2-7793.)
10-a *+Amended and Restated Employment Agreement
dated October 24, 1994, among CG&E, Cinergy
Corp. (an Ohio corporation), Cinergy (a
Delaware corporation), PSI Resources, Inc.,
PSI, and Jackson H. Randolph. (Exhibit to
Cinergy's 1994 Form 10-K in File No. 1-
11377.)
10-b *+Amended and Restated Employment Agreement
dated July 2, 1993, among PSI Resources,
Inc., PSI, 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-c **+First Amendment to Amended and Restated
Employment Agreement dated December 12,
1995, retroactively effective to October 24,
1994, amended and restated July 2, 1993,
among Cinergy, Services, CG&E, PSI, and
James E. Rogers.
<PAGE>
Exhibit
Designation Nature of Exhibit________________
10-d *+Employment Agreement dated January 1,
1995, among Cinergy, CG&E, Services,
Investments, PSI, and William J. Grealis.
(Exhibit to Cinergy's 1994 Form 10-K in File
No. 1-11377.)
10-e **+Employment Agreement dated October 24,
1994, among Cinergy, Services, CG&E, PSI, and
Larry E. Thomas.
10-f **+First Amendment to Employment Agreement
dated October 24, 1994, among Cinergy,
Services, CG&E, PSI, and Larry E. Thomas.
10-g **+Employment Agreement dated October 24,
1994, among Cinergy, Services, CG&E, PSI, and
J. Wayne Leonard.
10-h **+First Amendment to Employment Agreement
dated October 24, 1994, among Cinergy,
Services, CG&E, PSI, and J. Wayne Leonard.
10-i **+Employment Agreement dated October 24,
1994, among Cinergy, Services, CG&E, PSI, and
Cheryl M. Foley.
10-j **+First Amendment to Employment Agreement
dated October 24, 1994, among Cinergy,
Services, CG&E, PSI, and Cheryl M. Foley.
10-k **First Amendment to the PSI Union
Employees' 401(k) Savings Plan, dated
December 31, 1995.
10-l **First Amendment to the PSI Employees'
401(k) Savings Plan, dated December 31,
1995.
10-m *+Employment Agreement dated October 4,
1993, among Cinergy, PSI, and John M. Mutz.
(Exhibit to PSI Resources, Inc.'s September
30, 1993, Form 10-Q, File No. 1-9941.)
10-n *+Deferred Compensation Agreement, effective
as of January 1, 1992, between Cinergy and
James E. Rogers, Jr. (Exhibit to PSI's Form
10-K/A in File No. 1-3543, Amendment No. 1,
dated April 29, 1993.)
<PAGE>
Exhibit
Designation Nature of Exhibit____________
10-o *+Split Dollar Life Insurance Agreement,
effective as of January 1, 1992, between
Cinergy and James E. Rogers, Jr. (Exhibit
to PSI's Form 10-K/A in File No. 1-3543,
Amendment No. 1, dated April 29, 1993.)
10-p *+First Amendment to Split Dollar Life
Insurance Agreement between Cinergy and
James E. Rogers, Jr. dated December 11,
1992. (Exhibit to PSI's Form 10-K/A in File
No. 1-3543, Amendment No. 1, dated April 29,
1993.)
10-q *+PSI Supplemental Retirement Plan amended
and restated December 16, 1992,
retroactively effective January 1, 1989.
(Exhibit to PSI's 1992 Form 10-K in File No.
1-3543.)
10-r *+PSI Excess Benefit Plan, formerly named
the Supplemental Pension Plan, amended and
restated December 16, 1992, retroactively
effective January 1, 1989. (Exhibit to
PSI's 1992 Form 10-K in File No. 1-3543.)
10-s *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-t *CG&E Savings Incentive Plan, as amended,
effective January 1, 1989. (Exhibit to
Cinergy's Form S-8, filed August 30, 1994.)
10-u *+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-v *+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-w *+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.)
<PAGE>
Exhibit
Designation Nature of Exhibit
10-x **+Amended and Restated Supplemental
Retirement Income Plan between CG&E and
Jackson H. Randolph.
10-y *+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.)
10-z *+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-aa *+Cinergy Stock Option Plan, adopted October
18, 1994, effective October 24, 1994.
(Exhibit to Cinergy's Form S-8, filed
October 19, 1994.)
10-bb *+Cinergy Performance Shares Plan, adopted
October 18, 1994, effective October 24,
1994. (Exhibit to Cinergy's Form S-8, filed
October 19, 1994.)
10-cc *+Cinergy Annual Incentive Plan, adopted
October 18, 1994, effective October 24,
1994. (Exhibit to Cinergy's 1994 Form 10-K
in File No. 1-11377.)
10-dd *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-ee *Amendment to Cinergy Employee Stock
Purchase and Savings Plan, adopted January
25, 1995, retroactively effective January 1,
1995. (Exhibit to Cinergy's 1994 Form 10-K
in File No. 1-11377.)
10-ff *+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-gg *+Cinergy Retirement Plan for Directors,
adopted October 18, 1994, effective October
24, 1994. (Exhibit to Cinergy's 1994 Form
10-K in File No. 1-11377.)
<PAGE>
Exhibit
Designation Nature of Exhibit
10-hh *+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. (Exhibit
to Cinergy's 1994 Form 10-K in File No. 1-
11377.)
10-ii *+Split Dollar Insurance Agreement,
effective as of May 1, 1993, between Cinergy
and Jackson H. Randolph. (Exhibit to
Cinergy's 1994 Form 10-K in File No. 1-
11377.)
10-jj *PSI 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-kk *PSI 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.)
21 **Subsidiaries of Cinergy
23 **Consent of Independent Public Accountants.
24 **Power of Attorney.
27 **Financial Data Schedules (included in
electronic submission only).
99-a **1995 Form 11-K Annual Report of Cinergy
Directors' Deferred Compensation Plan.
99-b **1995 Form 11-K Annual Report of Cinergy
Employee Stock Purchase and Savings Plan.
99-c 1995 Form 11-K Annual Report of PSI Union Employees' 401(k)
Savings Plan.
99-d 1995 Form 11-K Annual Report of PSI Employees' 401(k) Savings
Plan.
99-e 1995 Form 11-K Annual Report of CG&E Deferred Compensation
and Investment Plan.
99-f 1995 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.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Cinergy Corp. has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
CINERGY CORP.
Registrant
Dated: June 27, 1996
By Charles J. Winger___________
Comptroller
Duly Authorized Representative
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, 1995
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
Page No.
(a) Financial Statements
Report of Independent Public Accountants
Statement of Financial Condition as of December 31, 1995
Statement of Financial Condition as of December 31, 1994
Statement of Income and Other Changes in Plan Equity
for the Year Ended December 31, 1995
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, 1995
Schedule II - Schedule of Reportable Transactions
for the year ended December 31, 1995
(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 (the Plan) as of December 31, 1995
and 1994, and the related statement of income and other changes in plan equity
for the year ended December 31, 1995. 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,
1995 and 1994, and the results of its operations and changes in plan equity
for the year ended December 31, 1995, 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. The Fund Information in
the statements of financial condition and the statement of income and other
changes in plan equity is presented for purposes of additional analysis rather
than to present the financial condition and income and other changes in plan
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
Indianapolis, Indiana,
June 7, 1996.
<PAGE>
<TABLE>
<CAPTION>
PSI ENERGY, INC.
EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1995
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 $26,305,054 $12,849,809 $4,137,037 $1,387,077 $8,521,496 $21,470,962 $1,721,353
Contributions
receivable
Participants 17,007 7,589 5,525 1,012 6,327 3,455 -
PSI Energy, Inc. - - - - - - -
17,007 7,589 5,525 1,012 6,327 3,455 -
NET ASSETS $26,322,061 $12,857,398 $4,142,562 $1,388,089 $8,527,823 $21,474,417 $1,721,353
PLAN EQUITY $26,322,061 $12,857,398 $4,142,562 $1,388,089 $8,527,823 $21,474,417 $1,721,353
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PSI ENERGY, INC.
EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1995
(Continued)
Non-Participant
Directed___
Total
Stock Fund Funds___
<S> <C> <C>
ASSETS
Investments $17,068,788 $93,461,576
Contributions
receivable
Participants - 40,915
PSI Energy, Inc. 1,075,559 1,075,559
1,075,559 1,116,474
NET ASSETS $18,144,347 $94,578,050
PLAN EQUITY $18,144,347 $94,578,050
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<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 $17,867,496 $8,676,496 $3,390,608 $938,201 $6,969,909 $15,790,585 $1,501,910
Contributions
receivable
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.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PSI ENERGY, INC.
EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1994
(continued)
Non-Participant
Directed
Total
Stock Fund Funds
<S> <C> <C>
ASSETS
Investments $9,442,504 $64,577,709
Contributions
receivable
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.
</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, 1995
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>
Investment income
Interest $ - $ - $ - $ - $ - $ - $ 104,084
Dividends 1,502,712 725,466 114,329 84,912 429,944 1,173,344 -
Net realized and
unrealized
appreciation of assets 5,189,484 2,209,174 497,249 114,170 - 4,926,544 -
6,692,196 2,934,640 611,578 199,082 429,944 6,099,888 104,084
Contributions
Participants 2,680,740 1,342,877 668,189 197,791 739,765 460,610 -
PSI Energy, Inc. - - - - - - -
Rollovers 49,867 6,764 - 2,818 89,787 8,222 -
Transfers (to)/from
Union Employees' 401(k)
Savings Plan, net (5,385) (1,408) 6,600 4,393 20,189 16,147 7,165
Withdrawals (881,299) (306,493) (180,276) (23,790) (289,892) (657,571) (11,037)
1,843,923 1,041,740 494,513 181,212 559,849 (172,592) (3,872)
Transfers between
funds (184,502) 154,094 (381,094) 61,693 540,467 (259,963) 119,231
Income and other changes
in Plan equity for
the year 8,351,617 4,130,474 724,997 441,987 1,530,260 5,667,333 219,443
Plan equity at beginning
of the year 17,970,444 8,726,924 3,417,565 946,102 6,997,563 15,807,084 1,501,910
Plan equity at end of
the year $26,322,061 $12,857,398 $4,142,562 $1,388,089 $8,527,823 $21,474,417 $1,721,353
<FN>
The accompanying notes are an integral part of these financial statements.
</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, 1995
(continued)
Non-Participant
Directed___
Total
Stock Fund Funds___
<S> <C> <C>
Investment income
Interest $ - $ 104,084
Dividends 825,120 4,855,827
Net realized and
unrealized
appreciation of assets 3,609,428 16,546,049
4,434,548 21,505,960
Contributions
Participants - 6,089,972
PSI Energy, Inc. 3,556,752 3,556,752
Rollovers - 157,458
Transfers (to)/from
Union Employees' 401(k)
Savings Plan, net 14,146 61,847
Withdrawals (365,861) (2,716,219)
3,205,037 7,149,810
Transfers between
funds (49,926) -
Income and other changes
in Plan equity for
the year 7,589,659 28,655,770
Plan equity at beginning
of the year 10,554,688 65,922,280
Plan equity at end of
the year $18,144,347 $94,578,050
<FN>
The accompanying notes are an integral part of these financial statements.
</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. (PSI) 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 (ERISA). The
administrative expenses of the Plan are paid by PSI. 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 for 1995 was U.S. Trust Company of California, N.A.
(U.S. Trust). Effective April 1, 1996, two trustees are used by the Plan.
U.S. Trust serves as trustee of Cinergy Corp. (Cinergy) common stock, and
Fidelity Management Trust Company (FMTC) serves as trustee of the remaining
assets of the Plan. There is an agreement between U.S. Trust and FMTC whereby
U.S. Trust will have sole responsibility to vote the shares of Cinergy common
stock and FMTC will execute purchases and sales of Cinergy common stock.
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 withdrawals received
but not yet processed by the Plan of $61,099 for 1995 and $232,324 for 1994
have not been reflected in the financial statements.
Note C - Income Tax Status:
On November 14, 1995, PSI received a determination letter verifying that the
Plan, as designed, 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). Management believes the Plan is being operated in
compliance with the applicable requirements of the Code.
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 (PSI contributions) and Incentive
Matching Account (PSI 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 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 PSI, 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 1995 is $9,240). The Plan also
permits participants to make After-Tax contributions to the Plan.
Participants may contribute a maximum of 10% of base pay to their Deferred
Compensation Account and a maximum of 10% of base pay to their After-Tax
Contribution Account. 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 PSI 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 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 PSI, 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 PSI, 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, or
mutual funds or pooled funds investing in such securities, as determined by
PSI, 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 or mutual funds or
pooled funds investing in such securities, as determined by PSI, with the
principal purpose of seeking current income consistent with the preservation
of capital.
- - 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 or
mutual funds or pooled funds investing in such securities, as determined by
PSI. The purpose of the Fund is to seek high money market yields while
maintaining preservation of capital.
- - Stock Fund
The Stock Fund invests primarily in common stock of Cinergy, the parent
company of PSI. (See Note H.)
PSI contributions - PSI provides a discretionary matching contribution as
determined by PSI'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 PSI's Board of Directors with
respect to each plan year. Matching contributions are vested immediately.
All PSI 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, PSI's Board of Directors approved an increase in
the matching contributions and also approved an incentive matching
contribution if PSI meets certain goals established by the PSI 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,
1995 1994
Aggressive Equity Fund 1,690 1,680
Conservative Equity Fund 1,274 1,264
Balanced Fund 627 617
Bond Fund 336 333
Money Market Fund 1,027 1,075
Stock Fund 2,208 2,364
Note E - Investments:
The fair value of individual investments that represent 5% or more of the
Plan's total net assets as of December 31, 1995 and 1994, are as follows:
1995 1994___
Aggressive Equity Fund
Fidelity Magellan Fund $26,322,061 $17,970,444
Conservative Equity Fund
Fidelity Equity-Income Fund 12,857,398 8,726,924
Balanced Fund
Fidelity Asset Manager Fund - 3,417,565
Money Market Fund
Fidelity Retirement Money Market 8,527,823 6,997,563
Stock Fund
Cinergy Corp. Common Stock
- Participant Directed 21,474,417 15,807,084
- Non-Participant Directed 18,144,347 10,554,688
Note F - Contributions Receivable:
Amounts include contributions made in the month subsequent to the date of the
financial statements of $59,029 and $336,730 for 1995 and 1994, respectively,
and the incentive matching contribution of $1,057,446 and $1,007,841 for 1995
and 1994, respectively.
Note G - Party-in-Interest and Reportable Transactions:
Transactions in Cinergy common stock qualify as party-in-interest
transactions, since Cinergy is the parent company of PSI, 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 H - 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 I - Reorganization of Plan Sponsor's Parent:
In October 1994, PSI Resources, Inc. (Resources), parent company of PSI, and
The Cincinnati Gas & Electric Company effected a corporate reorganization
which resulted in a newly formed corporation named Cinergy Corp. Cinergy is a
registered holding company under the Public Utility Holding company Act of
1935. PSI 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 J - 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, 1995
Plan equity per financial statements $94,578,050
Amounts allocated to withdrawing
participants (61,099)
Net assets per Form 5500 $94,516,951
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Year ended
December 31, 1995
Withdrawals per financial statements $2,716,219
Add: Amounts allocated to withdrawing
participants at December 31, 1995 61,099
Benefits paid to participants per Form 5500 $2,777,318
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.
Note K - Plan Termination:
Although it has not expressed any intent to do so, PSI has the right under the
Plan to discontinue its contributions at any time and to terminate the Plan
subject to the provisions of ERISA.
Note L - 1996 Voluntary Workforce Reduction Program:
In January 1996, Cinergy announced a voluntary workforce reduction program
which provides retirement and/or severance benefits to eligible employees.
Although these benefits will not be paid from Plan assets, this matter may
impact the level of distributions to participants in 1996 as participants
elect to terminate their employment.
<PAGE>
<TABLE>
<CAPTION>
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, 1995
Approximate
Market Value
Investment Shares Cost Amount %
<S> <C> <C> <C> <C>
Aggressive Equity Fund
*Fidelity Magellan Fund 305,943.868 $20,838,436 $26,305,054 28.1
Conservative Equity Fund
*Fidelity Equity-
Income Fund 338,776.940 10,221,184 12,849,809 13.8
Balanced Fund
*Fidelity Asset Manager
Fund 261,011.777 3,819,158 4,137,037 4.4
Bond Fund
*Fidelity U.S. Bond
Index Fund 126,673.747 1,348,493 1,387,077 1.5
Money Market Fund
*Fidelity Retirement
Money Market - 8,521,496 8,521,496 9.1
Stock Fund
*Cinergy Corp.
Common Stock,
$.01 Par Value
- Participant Directed 701,092.635 12,657,945 21,470,962 23.0
- Non-Participant
Directed 557,348.187 12,492,827 17,068,788 18.3
Participant Loan Fund - 1,721,353 1,721,353 1.8
Interest 7.15% - 7.85%
TOTAL INVESTMENTS $71,620,892 $93,461,576 100.0
<FN>
*Denotes a party-in-interest transaction
</TABLE>
<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, 1995
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 63 $6,336,076 $ - $ - $6,336,076 $ -
* Fidelity Magellan Fund 144 5,683,730 - - 5,683,730 -
* Fidelity Equity
Income Fund 118 2,761,703 - - 2,761,703 -
* Fidelity Retirement Money
Market Fund 131 2,869,993 - - 2,869,993 -
Sales
* Cinergy Stock Fund 40 - 1,565,387 1,158,840 1,565,387 406,547
* Fidelity Magellan Fund 78 - 2,435,657 2,037,387 2,435,657 398,270
* Fidelity Equity
Income Fund 58 - 797,563 698,737 797,563 98,826
* Fidelity Retirement Money
Market Fund 79 - 1,318,406 1,318,406 1,318,406 -
<FN>
* Denotes a party-in-interest transaction.
</TABLE>
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of
1934, the Plan Committee has duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
PSI ENERGY, INC. EMPLOYEES' 401(k)
Date: June 27, 1996 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 by
reference of our report, dated June 7, 1996 included in this Annual Report on
Form 11-K for the year ended December 31, 1995 of the PSI Energy, Inc.
Employees' 401(k) Savings Plan, into Cinergy Corp.'s previously filed
Registration Statement File No. 33-56067.
ARTHUR ANDERSEN LLP
Indianapolis, Indiana,
June 24, 1996.
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, 1995
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
Chairman, Deferred Compensation and
Investment Plan Committee
June 27, 1996
<PAGE
<TABLE>
<CAPTION>
THE CINCINNATI GAS & ELECTRIC COMPANY
DEFERRED COMPENSATION AND INVESTMENT PLAN
STATEMENT OF FINANCIAL CONDITION WITH FUND INFORMATION
DECEMBER 31, 1995
Participant Directed
Cinergy Fidelity Fidelity
Common Magellan Equity-Income
Total Stock Fund Fund* Fund
<S> <C> <C> <C> <C>
INVESTMENTS, at market
Common Stock of Cinergy Corp. -
(Notes 3 and 9)
shares: 3,621,288 $110,901,946 $71,531,755 $ - $ -
Fidelity Magellan Fund* -
shares:115,691 9,947,118 - 9,947,118 -
Fidelity Equity-Income Fund -
shares: 541,029 20,521,238 - - 20,521,238
Fidelity Intermediate Bond Fund -
shares: 324,441 3,377,431 - - -
PNC Money Market Fund - 2,496,883 - - -
147,244,616 71,531,755 9,947,118 20,521,238
OTHER ASSETS
Cash 360,106 232,268 - -
Contribution Receivable 1,201,839 122,198 54,247 46,400
Dividend Receivable 131,847 - - 131,847
Realized Gain Receivable 593,311 - - 593,311
Accrued Income 708 457 - -
Loans Receivable from Participants 3,226,771 - - -
PARTICIPANTS' EQUITY $152,759,198 $71,886,678 $10,001,365 $21,292,796
<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, 1996, the Fund had over $56 billion in net assets,
consisting of the following classes: common stock and
preferred stock, 70.7%; corporate bonds, 19.2%; other
securities, 10.1%.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE CINCINNATI GAS & ELECTRIC COMPANY
DEFERRED COMPENSATION AND INVESTMENT PLAN
STATEMENT OF FINANCIAL CONDITION WITH FUND INFORMATION
DECEMBER 31, 1995
(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>
INVESTMENTS, at market
Common Stock of Cinergy Corp. -
(Notes 3 and 9)
shares: 3,621,288 $ - $ - $ - $39,370,191
Fidelity Magellan Fund* -
shares:115,691 - - - -
Fidelity Equity-Income Fund -
shares: 541,029 - - - -
Fidelity Intermediate Bond Fund -
shares: 324,441 3,377,431 - - -
PNC Money Market Fund - - 2,496,883 - -
3,377,431 2,496,883 - 39,370,191
OTHER ASSETS
Cash - - - 127,838
Contribution Receivable 10,488 8,942 - 959,564
Dividend Receivable - - - -
Realized Gain Receivable - - - -
Accrued Income - - - 251
Loans Receivable from Participants - - 3,226,771 -
PARTICIPANTS' EQUITY $3,387,919 $2,505,825 $3,226,771 $40,457,844
<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, 1996, the Fund had over $56 billion in net assets,
consisting of the following classes: common stock and
preferred stock, 70.7%; corporate bonds, 19.2%; other
securities, 10.1%.
</TABLE>
<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
Common Magellan Equity-Income
Total Stock Fund Fund* Fund
<S> <C> <C> <C> <C>
INVESTMENTS, at market
Common Stock of Cinergy Corp. -
(Notes 3 and 9)
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 - - -
PNC Money Market Fund - 1,820,544 - - -
110,080,230 54,846,378 6,566,321 16,644,016
OTHER ASSETS
Cash 190,366 127,545 - -
Contribution Receivable 277,077 115,404 47,204 41,637
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
<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
Fidelity PNC Money Cinergy
Intermediate Market Loan Common
Bond Fund Fund Fund Stock Fund
<S> <C> <C> <C> <C>
INVESTMENTS, at market
Common Stock of Cinergy Corp. -
(Notes 3 and 9)
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 2,962,298 - - -
PNC Money Market Fund - - 1,820,544 - -
2,962,298 1,820,544 - 27,240,673
OTHER ASSETS
Cash - - - 62,821
Contribution Receivable 9,454 6,537 - 56,841
Accrued Income - - - 285
Loans Receivable from Participants - - 2,865,296 -
PARTICIPANTS' EQUITY $2,971,752 $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 CHANGES IN PARTICIPANTS' EQUITY WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1995
Participant Directed
Cinergy Fidelity Fidelity
Common Magellan Equity-Income
Total Stock Fund Fund* Fund
<S> <C> <C> <C> <C>
PARTICIPANTS' EQUITY
beginning of year $113,413,832 $55,089,905 $6,613,525 $16,685,653
CHANGES DURING PERIOD
Assets transferred between plans (Note 2) 343,279 127,641 29,522 51,383
Contributions (Note 5) 8,709,853 2,862,921 1,325,344 1,137,903
Dividend Income 6,938,877 3,910,713 63,550 519,498
Interest Income 216,020 135,836 24,361 37,644
Distributions to Participants (Notes 6,7, and 8) (9,836,401) (5,242,941) (572,425) (1,299,566)
Net realized and unrealized appreciation/
(depreciation) in market value of investments 32,999,760 15,484,708 2,497,380 4,658,777
Investment Transfers (Note 3) - (446,584) 58,284 (294,220)
Loans granted to Participants, net of repayments (26,022) (35,521) (38,176) (204,276)
Net change during period 39,345,366 16,796,773 3,387,840 4,607,143
PARTICIPANTS' EQUITY
end of year $152,759,198 $71,886,678 $10,001,365 $21,292,796
UNITS OF PARTICIPATION
December 31, 1995 (including units to be
distributed to Participants)
Number of units
Number of shares (Notes 3 and 9) 2,335,731 115,691 541,029
Value per unit, at market
Market price per share
(New York Stock Exchange - Composite) $30.63 $85.98 $37.93
NUMBER OF EMPLOYEES PARTICIPATING
December 31, 1995 1,495 598 832
<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, 1995
(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 $2,971,752 $1,827,081 $2,865,296 $27,360,620
CHANGES DURING PERIOD
Assets transferred between plans (Note 2) 2,163 209 29,240 103,121
Contributions (Note 5) 277,336 239,557 - 2,866,792
Dividend Income 201,953 118,825 - 2,124,338
Interest Income 8,532 9,647 - -
Distributions to Participants (Notes 6,7, and 8) (141,462) (291,658) (115,532) (2,172,817)
Net realized and unrealized appreciation/
(depreciation) in market value of investments 183,105 - - 10,175,790
Investment Transfers (Note 3) 2,701 679,819 - -
Loans granted to Participants, net of repayments (118,161) (77,655) 447,767 -
Net change during period 416,167 678,744 361,475 13,097,224
PARTICIPANTS' EQUITY
end of year $3,387,919 $2,505,825 $3,226,771 $40,457,844
UNITS OF PARTICIPATION
December 31, 1995 (including units to be
distributed to Participants)
Number of units 2,496,883 3,226,771
Number of shares (Notes 3 and 9) 324,441 1,285,557
Value per unit, at market $1.00 $1.00
Market price per share
(New York Stock Exchange - Composite) $10.41 $30.63
NUMBER OF EMPLOYEES PARTICIPATING
December 31, 1995 376 321 354 1,495
<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, 1995 and 1994
(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, and Lawrenceburg Gas Company are
eligible to participate in the Plan upon completion of one year of
service (effective January 1, 1996, employees are eligible to
participate in the Plan upon employment). 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 1995. 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. In 1995, the Plan was amended to
provide for incentive matching contributions. These incentive
matching contributions range from $.10 to $.30 per dollar
contributed by the participant up to 4% of base pay, depending on
incentive goals attained by Cinergy Corp., CG&E's parent company.
For those employees who do not contribute to the Plan, the employers
contribute an incentive match assuming the participant contributed
1% of base pay. The accompanying financial statements reflect
accrued incentive matching contributions of $878,000 for 1995. 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. Effective January
1, 1996, the Plan was amended to provide that participants would be
immediately vested in the employer matching contributions.
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
account 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. Effective
February 1, 1996, Fidelity Management Trust Company became the
Trustee. 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, 1995 and 1994. 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.
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Plan Committee to make
estimates and assumptions that affect the reported amounts of
participants' equity at the date of the financial statements, and
the reported amounts of changes in participants' equity during the
reporting period. Actual results could differ from those estimates.
(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 (9) 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.
The following investments exceed 5% of total net assets available
for benefits at December 31, 1995 and 1994:
1995 1994
Cinergy Common Stock Fund $110,901,946 $82,087,051
Fidelity Equity Income Fund 20,521,238 16,644,016
Fidelity Magellan Fund 9,947,118 6,566,321
(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 the employers during the years ended December 31,
1995 and 1994 are as follows:
1995 1994
Participants $ 349,304 $ 384,244
Employers 8,360,549 7,397,283
$8,709,853 $7,781,527
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,
are as follows:
1994
Cinergy Common Stock Fund $1,046,902
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
These amounts are classified in the accompanying Statements of
Financial Condition as of December 31, 1994, as a component of
Participants' Equity. There were no outstanding distributions as of
December 31, 1995.
(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) 1996 Voluntary Workforce Reduction Program - In January 1996, Cinergy
announced a voluntary workforce reduction program which provides
retirement and/or severance benefits to eligible employees. Although
these benefits will not be paid from Plan assets, this matter may
impact the level of distributions to participants in 1996 as
participants elect to terminate their employment.
(9) Merger - On October 24, 1994, PSI Resources, Inc. was merged with and
into Cinergy Corp., and a subsidiary of Cinergy Corp. was merged with
and into 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, with
fund information, of THE CINCINNATI GAS & ELECTRIC COMPANY DEFERRED
COMPENSATION AND INVESTMENT PLAN (the Plan) as of December 31, 1995 and 1994,
and the related statement of changes in participants' equity, with fund
information, for the year ended December 31, 1995. These financial statements
and the schedules referred to below are the responsibility of the Deferred
Compensation and Investment Plan Committee. 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 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, with fund information, of
the Plan as of December 31, 1995 and 1994, and the changes in participants'
equity, with fund information, for the year ended December 31, 1995, 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
statement 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 11, 1996
<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, 1995
--------------------------------------------------------------------
(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 3,621,288 shares; $61,755,530 $110,901,946
Stock Fund $0.01 par value;
$30.625 market
price per share
@ 12/31/95
Fidelity Magellan Mutual fund, 8,663,250 9,947,118
Fund primarily common
stock; 115,691
shares; $85.98 net
asset value
@ 12/31/95
Fidelity Mutual fund, 17,836,058 20,521,238
Equity-Income Fund primarily equity
securities; 541,029
shares; $37.93
net asset value
@ 12/31/95
Fidelity Mutual fund, 3,377,542 3,377,431
Intermediate primarily
Bond Fund fixed-income
obligations;
324,441 shares;
$10.41 net asset
value @ 12/31/95
** PNC Money Market Mutual fund, money 2,496,883 2,496,883
Fund market instruments;
2,496,883 units;
$1.00 net asset
value @ 12/31/95
Participant loans 8.25% - 9.50% 0 3,226,771
* 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, 1995
------------------------------------
Total Total Total Dollar Total Dollar
Identity of Number of Number Value of Value of Net Gain
Securities Purchases of Sales Purchases Sales on Sales
- ----------- --------- -------- ------------ ------------ --------
* Cinergy Corp.
Common Stock
Fund 150 152 $ 7,459,301 $10,459,763 $1,176,348
* Denotes a party-in-interest.
<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 11, 1996 included in this Annual Report
on Form 11-K for the year ended December 31, 1995 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 11, 1996
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, 1995
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
Chairman, Savings
Incentive Plan Committee
June 27, 1996
<PAGE>
<TABLE>
<CAPTION>
THE CINCINNATI GAS & ELECTRIC COMPANY
SAVINGS INCENTIVE PLAN
STATEMENT OF FINANCIAL CONDITION WITH FUND INFORMATION
DECEMBER 31, 1995
Participant Directed
Cinergy Fidelity Fidelity
Common Magellan Equity-Income
Total Stock Fund Fund* Fund
<S> <C> <C> <C> <C>
INVESTMENTS, at market
Common Stock of Cinergy Corp. -
(Notes 3 and 7)
shares: 4,187,387 $128,238,728 $90,506,792 $ - $ -
Fidelity Magellan Fund* -
shares: 34,594 2,974,415 - 2,974,415 -
Fidelity Equity-Income Fund -
shares: 205,435 7,792,161 - - 7,792,161
Fidelity Intermediate Bond Fund -
shares: 118,437 1,232,925 - - -
PNC Money Market Fund - 1,265,780 - - -
141,504,009 90,506,792 2,974,415 7,792,161
OTHER ASSETS
Cash 262,905 185,558 - -
Contribution Receivable 1,464,996 191,692 20,070 23,743
Dividend Receivable 49,345 - - 49,345
Realized Gain Receivable 222,053 - - 222,053
Accrued Income 648 457 - -
Loans Receivable from Participants 4,558,730 - - -
PARTICIPANTS' EQUITY $148,062,686 $90,884,499 $2,994,485 $8,087,302
<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, 1996, the Fund had over $56 billion in net assets,
consisting of the following classes: common stock and
preferred stock, 70.7%; corporate bonds, 19.2%; other
securities, 10.1%.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE CINCINNATI GAS & ELECTRIC COMPANY
SAVINGS INCENTIVE PLAN
STATEMENT OF FINANCIAL CONDITION WITH FUND INFORMATION
DECEMBER 31, 1995
(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>
INVESTMENTS, at market
Common Stock of Cinergy Corp. -
(Notes 3 and 7)
shares: 4,187,387 $ - $ - $ - $37,731,936
Fidelity Magellan Fund* -
shares: 34,594 - - - -
Fidelity Equity-Income Fund -
shares: 205,435 - - - -
Fidelity Intermediate Bond Fund -
shares: 118,437 1,232,925 - - -
PNC Money Market Fund - - 1,265,780 - -
1,232,925 1,265,780 - 37,731,936
OTHER ASSETS
Cash - - - 77,347
Contribution Receivable 4,992 11,190 - 1,213,309
Dividend Receivable - - - -
Realized Gain Receivable - - - -
Accrued Income - - - 191
Loans Receivable from Participants - - 4,558,730 -
PARTICIPANTS' EQUITY $1,237,917 $1,276,970 $4,558,730 $39,022,783
<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, 1996, the Fund had over $56 billion in net assets,
consisting of the following classes: common stock and
preferred stock, 70.7%; corporate bonds, 19.2%; other
securities, 10.1%.
</TABLE>
<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
Common Magellan Equity-Income
Total Stock Fund Fund* Fund
<S> <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 - - -
PNC Money Market Fund -
1,073,488 - - -
99,873,217 63,795,421 1,823,440 6,233,933
OTHER ASSETS
Cash 193,410 139,255 - -
Contribution Receivable 339,561 205,346 19,006 23,530
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
<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
Fidelity PNC Money Cinergy
Intermediate Market Loan Common
Bond Fund Fund Fund Stock Fund
<S> <C> <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 1,064,640 - - -
PNC Money Market Fund -
- 1,073,488 - -
1,064,640 1,073,488 - 25,882,295
OTHER ASSETS
Cash - - - 54,155
Contribution Receivable 5,076 6,746 - 79,857
Accrued Income - - - 218
Loans Receivable from Participants - - 3,460,562 -
PARTICIPANTS' EQUITY $1,069,716 $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 CHANGES IN PARTICIPANTS' EQUITY WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1995
Participant Directed
Cinergy Fidelity Fidelity
Common Magellan Equity-Income
Total Stock Fund Fund* Fund
<S> <C> <C> <C> <C>
PARTICIPANTS' EQUITY
beginning of year $103,867,530 $64,140,584 $1,842,446 $6,257,463
CHANGES DURING PERIOD
Assets transferred between plans (Note 2) (343,279) (127,641) (29,522) (51,383)
Contributions (Note 5) 10,111,002 5,017,174 500,005 616,928
Dividend Income 7,165,997 4,823,975 17,790 196,552
Interest Income 291,074 228,970 15,446 31,316
Distributions to Participants (Note 6) (4,369,324) (3,085,012) (94,604) (192,496)
Net realized and unrealized appreciation/
(depreciation) in market value of investments 31,339,686 20,430,682 702,512 1,759,998
Investment Transfers (Note 3) - 276,801 111,646 (312,939)
Loans granted to Participants, net of repayments - (821,034) (71,234) (218,137)
Net change during period 44,195,156 26,743,915 1,152,039 1,829,839
PARTICIPANTS' EQUITY
end of year $148,062,686 $90,884,499 $2,994,485 $8,087,302
UNITS OF PARTICIPATION
December 31, 1995 (including units to be
distributed to Participants)
Number of units
Number of shares (Notes 3 and 7) 2,955,324 34,594 205,435
Value per unit, at market
Market price per share
(New York Stock Exchange - Composite) $30.63 $85.98 $37.93
NUMBER OF EMPLOYEES PARTICIPATING
December 31, 1995 2,937 472 842
<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, 1995
(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 $1,069,716 $1,080,234 $3,460,562 $26,016,525
CHANGES DURING PERIOD
Assets transferred between plans (Note 2) (2,163) (209) (29,240) (103,121)
Contributions (Note 5) 133,553 264,347 - 3,578,995
Dividend Income 71,569 66,562 - 1,989,549
Interest Income 8,326 7,016 - -
Distributions to Participants (Note 6) (13,991) (45,053) (98,228) (839,940)
Net realized and unrealized appreciation/
(depreciation) in market value of investments 65,719 - - 8,380,775
Investment Transfers (Note 3) (38,733) (36,775) - -
Loans granted to Participants, net of repayments (56,079) (59,152) 1,225,636 -
Net change during period 168,201 196,736 1,098,168 13,006,258
PARTICIPANTS' EQUITY
end of year $1,237,917 $1,276,970 $4,558,730 $39,022,783
UNITS OF PARTICIPATION
December 31, 1995 (including units to be
distributed to Participants)
Number of units 1,265,780 4,558,730
Number of shares (Notes 3 and 7) 118,437 1,232,063
Value per unit, at market $1.00 $1.00
Market price per share
(New York Stock Exchange - Composite) $10.41 $30.63
NUMBER OF EMPLOYEES PARTICIPATING
December 31, 1995 373 432 837 2,937
<FN>
The accompanying notes are an integral part of this statement.
</TABLE>
THE CINCINNATI GAS & ELECTRIC COMPANY
SAVINGS INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 and 1994
(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, and Lawrenceburg
Gas Company are eligible to participate in the Plan upon completion of
one year of service (effective January 1, 1996, employees are eligible to
participate in the Plan upon employment). 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 1995.
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. In 1995, the Plan was amended to
provide for incentive matching contributions. These incentive matching
contributions range from $.10 to $.30 per dollar contributed by the
participant up to 4% of base pay, depending on incentive goals attained
by Cinergy Corp., CG&E's parent company. For those employees who do not
contribute to the Plan, the employers contribute an incentive match
assuming the participant contributed 1% of base pay. The accompanying
financial statements reflect accrued incentive matching contributions of
$1,119,000 for 1995. 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. Effective January 1, 1996, the Plan was amended to provide
that participants would be immediately vested in the employer matching
contributions.
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 account 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. Effective February 1, 1996, Fidelity
Management Trust Company became the trustee. 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, 1995 and 1994. 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 occur as a result of changes in Employee status between
the weekly and hourly paid classification and the executive, supervisory,
administrative, and professional classification.
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Plan Committee to make
estimates and assumptions that affect the reported amounts of
participants' equity at the date of the financial statements, and the
reported amounts of changes in participants' equity during the reporting
period. Actual results could differ from those estimates.
(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.
The following investments exceed 5% of total net assets available for
benefits at December 31, 1995 and 1994:
1995 1994
Cinergy Common Stock Fund $128,238,728 $89,677,716
Fidelity Equity Income Fund 7,792,161 6,233,933
(4) Federal Income Tax Status - The Plan obtained its most recent
determination letter in January 1995, in which the Internal Revenue
Service 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 the employers during the years ended December 31, 1995 and 1994 are as
follows:
1995 1994
Participants $ 562,619 $ 627,051
Employers 9,548,383 7,917,893
$10,111,002 $8,544,944
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, are as
follows:
1994
Cinergy Common Stock Fund $393,672
Fidelity Equity-Income Fund 4,682
Fidelity Intermediate Bond Fund 488
Money Market Fund 217
Total $399,059
These amounts are classified in the accompanying Statements of Financial
Condition as of December 31, 1994, as a component of Participants' Equity.
There were no outstanding distributions as of December 31, 1995.
(7) Merger - On October 24, 1994, PSI Resources, Inc. was merged with and into
Cinergy Corp., and a subsidiary of Cinergy Corp. was merged with and into
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, with
fund information, of THE CINCINNATI GAS & ELECTRIC COMPANY SAVINGS INCENTIVE
PLAN (the Plan) as of December 31, 1995 and 1994, and the related statement of
changes in participants' equity, with fund information, for the year ended
December 31, 1995. These financial statements and the schedules referred to
below are the responsibility of the Savings Incentive Plan Committee. 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 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, with fund information, of
the Plan as of December 31, 1995 and 1994, and the changes in participants'
equity, with fund information, for the year ended December 31, 1995, 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
statement 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 11, 1996
<PAGE>
EXHIBIT I
The Cincinnati Gas & Electric Company
Savings Incentive Plan
Sponsor EIN: 31-0240030
Administrator EIN: 31-1070386
Plan Number: 002
Part I, Schedule G (Form 5500, Item 27a)
Schedule of Assets Held for Investment Purposes at December 31, 1995
--------------------------------------------------------------------
(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 4,187,387 shares; $73,368,869 $128,238,728
Stock Fund $0.01 par value;
$30.625 market
price per share
@ 12/31/95
Fidelity Magellan Mutual fund, 2,633,958 2,974,415
Fund primarily common
stock; 34,594
shares; $85.98 net
asset value
@ 12/31/95
Fidelity Mutual fund, 6,766,095 7,792,161
Equity-Income Fund primarily equity
securities; 205,435
shares; $37.93
net asset value
@ 12/31/95
Fidelity Mutual fund, 1,234,308 1,232,925
Intermediate primarily
Bond Fund fixed-income
obligations;
118,437 shares;
$10.41 net asset
value @ 12/31/95
** PNC Money Market Mutual fund, money 1,265,780 1,265,780
Fund market instruments;
1,265,780 units;
$1.00 net asset
value @ 12/31/95
Participant loans 8.25% - 9.50% 0 4,558,730
* 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
Savings Incentive Plan
Sponsor EIN: 31-0240030
Administrator EIN: 31-1070386
Plan Number: 002
Part V, Schedule G (Form 5500, Item 27d)
Schedule of Reportable Transactions
For the Year Ended December 31, 1995
------------------------------------
Total Total Total Dollar Total Dollar
Identity of Number of Number Value of Value of Net Gain
Securities Purchases of Sales Purchases Sales on Sales
- ----------- --------- -------- ------------ ------------ --------
* Cinergy Corp.
Common Stock
Fund 162 174 $ 9,693,197 $6,758,972 $879,518
* Denotes a party-in-interest.
<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 11, 1996 included in this Annual Report
on Form 11-K for the year ended December 31, 1995 of The Cincinnati Gas &
Electric Company Savings Incentive Plan, into its previously filed Registration
Statement No. 33-55293.
ARTHUR ANDERSEN LLP
Cincinnati, Ohio,
June 11, 1996
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, 1995
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
Page No.
(a) Financial Statements
Report of Independent Public Accountants
Statement of Financial Condition as of December 31, 1995
Statement of Financial Condition as of December 31, 1994
Statement of Income and Other Changes in Plan Equity
for the Year Ended December 31, 1995
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, 1995
Schedule II - Schedule of Reportable Transactions
for the year ended December 31, 1995
(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 (the Plan) as of December
31, 1995 and 1994, and the related statement of income and other changes in
plan equity for the year ended December 31, 1995. 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,
1995 and 1994, and the results of its operations and changes in plan equity
for the year ended December 31, 1995, 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. The Fund Information in
the statements of financial condition and the statement of income and other
changes in plan equity is presented for purposes of additional analysis rather
than to present the financial condition and income and other changes in plan
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
Indianapolis, Indiana,
June 7, 1996.
<PAGE>
<TABLE>
<CAPTION>
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1995
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 $8,135,395 $4,430,746 $2,262,179 $391,416 $4,712,320 $12,728,121 $795,727
Contributions
receivable
Participants 55,660 27,193 17,957 3,745 28,489 21,905 -
PSI Energy, Inc. - - - - - - -
55,660 27,193 17,957 3,745 28,489 21,905 -
NET ASSETS $8,191,055 $4,457,939 $2,280,136 $395,161 $4,740,809 $12,750,026 $ 795,727
PLAN EQUITY $8,191,055 $4,457,939 $2,280,136 $395,161 $ 4,740,809 $12,750,026 $795,727
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE
<TABLE>
<CAPTION>
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1995
(Continued)
Non-Participant
Directed___
Participant Total
Stock Fund Funds____
<S> <C> <C>
ASSETS
Investments $10,150,350 $43,606,254
Contributions
receivable
Participants - 154,949
PSI Energy, Inc. 772,872 772,872
772,872 927,821
NET ASSETS $10,923,222 $44,534,075
PLAN EQUITY $10,923,222 $44,534,075
<FN>
The accompanying notes are an integral part of these financial statements.
</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, 1995
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>
Investment income
Interest $ - $ - $ - $ - $ - $ - $ 50,779
Dividends 465,580 244,713 61,711 25,177 247,426 686,832 -
Net realized and
unrealized
appreciation of assets 1,531,111 722,085 265,202 32,360 - 2,880,417 -
1,996,691 966,798 326,913 57,537 247,426 3,567,249 50,779
Contributions
Participants 1,360,286 672,350 471,615 90,739 734,935 502,243 -
PSI Energy, Inc. - - - - - - -
Rollovers 6,064 - - - - - -
Transfers (to)/from
Employees' 401(k)
Savings Plan, net 5,385 1,408 (6,600) (4,393) (20,189) (16,147) (7,165)
Withdrawals (183,000) (73,046) (49,153) (55,925) (284,361) (562,774) (4,654)
1,188,735 600,712 415,862 30,421 430,385 (76,678) (11,819)
Transfers between
funds (44,849) 163,108 (132,379) (31,878) (75,844) 84,074 59,173
Income and other changes
in Plan equity for
the year 3,140,577 1,730,618 610,396 56,080 601,967 3,574,645 98,133
Plan equity at beginning
of the year 5,050,478 2,727,321 1,669,740 339,081 4,138,842 9,175,381 697,594
Plan equity at end of
the year $8,191,055 $4,457,939 $2,280,136 $ 395,161 $4,740,809 $12,750,026 $795,727
<FN>
The accompanying notes are an integral part of these financial statements.
</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, 1995
(Continued)
Non-Participant
Directed____
Total
Stock Fund Funds____
<S> <C> <C>
Investment income
Interest $ - $ 50,779
Dividends 487,914 2,219,353
Net realized and
unrealized
appreciation of assets 2,130,887 7,562,062
2,618,801 9,832,194
Contributions
Participants - 3,832,168
PSI Energy, Inc. 2,363,091 2,363,091
Rollovers - 6,064
Transfers (to)/from
Employees' 401(k)
Savings Plan, net (14,146) (61,847)
Withdrawals (136,400) (1,349,313)
2,212,545 4,790,163
Transfers between
funds (21,405) -
Income and other changes
in Plan equity for
the year 4,809,941 14,622,357
Plan equity at beginning
of the year 6,113,281 29,911,718
Plan equity at end of
the year $10,923,222 $ 44,534,075
<FN>
The accompanying notes are an integral part of these financial statements.
</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. (PSI) who meet
minimum age and service requirements. The Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974 (ERISA). The
administrative expenses of the Plan are paid by PSI. 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 for 1995 was U.S. Trust Company of California, N.A.
(U.S. Trust). Effective April 1, 1996, two trustees are used by the Plan.
U.S. Trust serves as trustee of Cinergy Corp. (Cinergy) common stock, and
Fidelity Management Trust Company (FMTC) serves as trustee of the remaining
assets of the Plan. There is an agreement between U.S. Trust and FMTC whereby
U.S. Trust will have sole responsibility to vote the shares of Cinergy common
stock and FMTC will execute purchases and sales of Cinergy common stock.
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 withdrawals received
but not yet processed by the Plan have not been reflected in the financial
statements and total $16,102 for 1995 and $2,600 for 1994.
Note C - Income Tax Status:
On November 14, 1995, PSI received a determination letter verifying that the
Plan, as designed, 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). Management believes the Plan is being operated in
compliance with the applicable requirements of the Code.
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 (PSI contributions) and Incentive
Matching Account (PSI 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 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 PSI, 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 1995 is $9,240). The Plan also permits
participants to make After-Tax Contributions to the Plan. Participants may
contribute a maximum of 10% of base pay to their Deferred Compensation Account
and a maximum of 10% of base pay to their After-Tax Contribution Account. 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 PSI
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 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 PSI, 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 PSI, 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, or
mutual funds or pooled funds investing in such securities, as determined by
PSI, 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 or mutual funds or
pooled funds investing in such securities, as determined by PSI, with the
principal purpose of seeking current income consistent with the preservation
of capital.
- - 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 or
mutual funds or pooled funds investing in such securities, as determined by
PSI. The purpose of the Fund is to seek high money market yields while
maintaining preservation of capital.
- - Stock Fund
The Stock Fund invests primarily in common stock of Cinergy, the parent
company of PSI. (See Note H.)
PSI contributions - PSI provides a discretionary matching contribution as
determined by PSI'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 PSI's Board of Directors with
respect to each plan year. Matching contributions are vested immediately.
All PSI 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, PSI's Board of Directors approved an increase in
the matching contribution and also approved an incentive matching contribution
if PSI meets certain goals established by the PSI 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,
1995 1994
Aggressive Equity Fund 997 969
Conservative Equity Fund 683 649
Balanced Fund 388 387
Bond Fund 158 155
Money Market Fund 727 735
Stock Fund 1,589 1,601
Note E - Investments:
The fair value of individual investments that represent 5% or more of the
Plan's total net assets as of December 31, 1995 and 1994, are as follows:
1995 1994
Aggressive Equity Fund
Fidelity Magellan Fund $ 8,191,055 $5,050,478
Conservative Equity Fund
Fidelity Equity-Income Fund 4,457,939 2,727,321
Balanced Fund
Fidelity Asset Manager Fund 2,280,136 1,669,740
Money Market Fund
Fidelity Retirement Money Market 4,740,809 4,138,842
Stock Fund
Cinergy Corp. Common Stock
- Participant Directed 12,750,026 9,175,381
- Non-Participant Directed 10,923,222 6,113,281
Note F - Contributions Receivable:
Amounts include contributions made in the month subsequent to the date of the
financial statements of $221,106 and $185,346 for 1995 and 1994, respectively,
and the incentive matching contribution of $706,715 and $616,066 for 1995 and
1994, respectively.
Note G - Party-in-Interest and Reportable Transactions:
Transactions in Cinergy common stock qualify as party-in-interest
transactions, since Cinergy is the parent company of PSI, 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 H - 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 I - Reorganization of Plan Sponsor's Parent:
In October 1994, PSI Resources, Inc. (Resources), parent company of PSI, and
The Cincinnati Gas & Electric Company effected a corporate reorganization
which resulted in a newly formed corporation named Cinergy Corp. Cinergy is a
registered holding company under the Public Utility Holding Company Act of
1935. PSI 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 J - 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, 1995
Plan equity per financial statements $44,534,075
Amounts allocated to withdrawing
participants (16,102)
Net assets per Form 5500 $44,517,973
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Year ended
December 31, 1995
Withdrawals per financial statements $1,349,313
Add: Amounts allocated to withdrawing
participants at December 31, 1995 16,102
Benefits paid to participants per Form 5500 $1,365,415
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.
Note K - Plan Termination:
Although it has not expressed any intent to do so, PSI has the right under the
Plan to discontinue its contributions at any time and to terminate the Plan
subject to the provisions of ERISA.
<PAGE>
<TABLE>
<CAPTION>
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, 1995
Approximate
Market Value
Investment Shares Cost Amount %
<S> <C> <C> <C> <C>
Aggressive Equity Fund
*Fidelity Magellan Fund 94,619.617 $ 6,679,978 $ 8,135,395 18.6
Conservative Equity Fund
*Fidelity Equity-
Income Fund 116,813.771 3,630,320 4,430,746 10.2
Balanced Fund
*Fidelity Asset Manager
Fund 142,724.250 2,092,330 2,262,179 5.2
Bond Fund
*Fidelity U.S. Bond
Index Fund 35,745.743 381,766 391,416 .9
Money Market Fund
*Fidelity Retirement
Money Market - 4,712,320 4,712,320 10.8
Stock Fund
*Cinergy Corp.
Common Stock,
$.01 Par Value
- Participant Directed 415,612.099 7,716,256 12,728,121 29.2
- Non-Participant
Directed 331,439.989 7,466,635 10,150,350 23.3
Participant Loan Fund - 795,727 795,727 1.8
Interest 7.15%-7.85%
TOTAL INVESTMENTS $33,475,332 $43,606,254 100.0
<FN>
*Denotes a party-in-interest transaction
</TABLE>
<PAGE>
Schedule II
<TABLE>
<CAPTION>
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, 1995
Current Value Net
Number of Purchase Selling Book Value of Asset on Realized
Transactions Price Price of Asset Sold Transaction Date Gain/(Loss)
Purchases
<S> <C> <C> <C> <C> <C> <C>
* Cinergy Stock Fund 56 $4,157,733 $ - $ - $4,157,733 $ -
* Fidelity Magellan Fund 103 2,211,494 - - 2,211,494 -
* Fidelity Retirement Money
Market Fund 81 1,241,017 - - 1,241,017 -
Sales
* Cinergy Stock Fund 37 - 890,796 652,129 890,796 238,667
* Fidelity Magellan Fund 61 - 612,601 503,650 612,601 108,951
* Fidelity Retirement Money
Market Fund 49 - 641,001 641,001 641,001 -
<FN>
* Denotes a party-in-interest transaction.
</TABLE>
<PAGE>
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of
1934, the Plan Committee has duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
PSI ENERGY, INC. UNION EMPLOYEES' 401(k)
Date: June 27, 1996 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
by reference of our report, dated June 7, 1996 included in this Annual Report
on Form 11-K for the year ended December 31, 1995 of the PSI Energy, Inc.
Union Employees' 401(k) Savings Plan, into Cinergy Corp.'s previously filed
Registration Statement File No. 33-56067.
ARTHUR ANDERSEN LLP
Indianapolis, Indiana,
June 24, 1996.
