SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
ON FORM 10-K FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1993
(Commission File Number 1-9941)
PSI RESOURCES, INC.
(Exact name of registrant as specified in charter)
Indiana 35-1724168
(State of (I.R.S. Employer
Incorporation) Identification No.)
1000 East Main Street
Plainfield, Indiana 46168
(Address of principal executive offices)
Telephone Number: (317)839-9611
The undersigned registrant, PSI Resources, Inc., hereby amends the
following item of its Annual Report on Form 10-K for the fiscal year ended
December 31, 1993 (Form 10-K), as set forth below:
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
The exhibit list contained on pages 72 to 79 of the Form 10-K provided
pursuant to Item 14(c) of Regulation S-K is hereby amended and restated in its
entirety as set forth below:
(c) Exhibits.
Copies of the documents listed below which are identified with an asterisk (*)
have heretofore been filed with the Securities and Exchange Commission and are
incorporated herein by reference and made a part hereof; and the exhibit
number and file number of the document so filed, and incorporated herein by
reference, are stated in parentheses in the description of such exhibit.
Exhibits identified by a double asterisk (**) were previously filed with the
Form 10-K. Exhibits not so identified are filed herewith.
Exhibit
Designation Nature of Exhibit
2-a *Amended and Restated Agreement and Plan
of Reorganization by and among The
Cincinnati Gas & Electric Company, PSI
Resources, Inc., PSI Energy, Inc., CINergy
Corp., an Ohio corporation, CINergy Corp.,
a Delaware corporation, and CINergy Sub,
Inc. dated as of December 11, 1992, as
amended and restated on July 2, 1993
(Exhibit to Amendment No. 21 to the
Schedule 14D-9 filed by PSI Resources,
Inc. on July 2, 1993), as further amended
and restated on September 10, 1993.
(Exhibit to PSI Resources, Inc.'s Form 8-K
dated September 27, 1993.)
2-b *Press release issued by The Cincinnati
Gas & Electric Company and PSI Resources,
Inc. dated July 2, 1993, announcing the
restructured merger transaction. (Exhibit
to Amendment No. 21 to Schedule 14D-9
filed by PSI Resources, Inc. on July 2,
1993.)
Exhibit
Designation Nature of Exhibit
2-c *Letter Agreement dated as of August 13,
1993, between PSI Resources, Inc. and The
Cincinnati Gas & Electric Company (with
attachments thereto). (Exhibit to
Amendment No. 32 to the Schedule 14D-9
filed by PSI Resources, Inc. on August 16,
1993 (PSI Resources, Inc.'s Schedule 14D-
9, Amendment No. 32).)
2-d *Press release issued by PSI Resources,
Inc. and The Cincinnati Gas & Electric
Company dated August 16, 1993, announcing
that The Cincinnati Gas & Electric
Company, under a letter agreement, will
increase the exchange ratio of CINergy
Corp. common stock for PSI Resources, Inc.
common stock in the proposed merger to
form CINergy Corp., contingent on PSI
Resources, Inc.'s nominees for directors
being elected at PSI Resources, Inc.'s
Annual Shareholders Meeting. (Exhibit to
PSI Resources, Inc.'s Schedule 14D-9,
Amendment No. 32.)
3-a *Amended Articles of Incorporation dated
April 20, 1990, of PSI Resources, Inc.
(Exhibit to PSI Resources, Inc.'s Form 8
dated April 26, 1991.)
3-b *By-laws, as amended January 28, 1993, of
PSI Resources, Inc. (Exhibit to PSI
Resources, Inc.'s 1992 Form 10-K.)
4-a *Rights Agreement dated as of December 11,
1992, by and between PSI Resources, Inc.
and The First Chicago Trust Company of New
York, as Rights Agent (Exhibit to PSI
Resources, Inc.'s Form 8-K dated December
11, 1992.)
4-b *Amendment No. 1 dated as of November 2,
1993, to the Rights Agreement dated as of
December 11, 1992, between PSI Resources,
Inc. and The First Chicago Trust Company
of New York, as Rights Agent. (Exhibit to
PSI Resources, Inc.'s Form 8-K dated
November 2, 1993.)
Exhibit
Designation Nature of Exhibit
10-a *+PSI Resources, Inc. 1989 Stock Option
Plan, amended and restated July 30, 1991,
retroactively effective July 1, 1991.
(Exhibit to PSI Resources, Inc.'s 1991
Form 10-K.)
10-b *PSI Resources, Inc. Employee Stock
Purchase and Savings Plan, amended and
restated July 30, 1991, retroactively
effective July 1, 1991. (Exhibit to PSI
Resources, Inc.'s 1991 Form 10-K.)
10-c *+PSI Resources, Inc. Directors' Deferred
Compensation Plan, amended and restated
January 30, 1992, effective September 1,
1992. (Exhibit to PSI Resources, Inc.'s
1992 Form 10-K.)
10-d **+Amendment to PSI Resources, Inc.
Directors' Deferred Compensation Plan
dated September 1, 1992.
10-e *+PSI Resources, Inc. Annual Incentive
Plan adopted January 30, 1992,
retroactively dated January 1, 1991.
(Exhibit to PSI Resources, Inc.'s 1992
Form 10-K.)
10-f *+PSI Resources, Inc. Performance Shares
Plan adopted January 30, 1992,
retroactively dated January 1, 1991.
(Exhibit to PSI Resources, Inc.'s 1992
Form 10-K.)
10-g *+Amendment to PSI Resources, Inc. Annual
Incentive Plan dated December 1, 1992.
(Exhibit to PSI Resources, Inc.'s 1992
Form 10-K.)
10-h *+PSI Resources, Inc. Retirement Plan for
Directors, amended and restated July 31,
1991, retroactively effective July 1,
1991. (Exhibit to PSI Resources, Inc.'s
1992 Form 10-K.)
10-i *+Amendment to PSI Resources, Inc.
Retirement Plan for Directors dated
December 1, 1992. (Exhibit to PSI
Resources, Inc.'s 1992 Form 10-K.)
Designation Nature of Exhibit
10-j *PSI Energy, Inc. Union Employees' 401(k)
Savings Plan, amended and restated
December 11, 1991, effective January 1,
1992. (Exhibit to PSI Resources, Inc.'s
1992 Form 10-K.)
10-k *PSI Energy, Inc. Employees' 401(k)
Savings Plan, amended and restated
December 11, 1991, effective January 1,
1992. (Exhibit to PSI Resources, Inc.'s
1992 Form 10-K.)
10-l *+Employment Agreement dated May 17, 1990,
among PSI Resources, Inc., PSI Energy,
Inc. and James E. Rogers, Jr. (Exhibit to
the Schedule 14D-9 filed by PSI Resources,
Inc. on April 7, 1993 (the "Resources
Schedule 14D-9").)
10-m *+Employment Agreement dated December 11,
1992, among PSI Resources, Inc., PSI
Energy, Inc., The Cincinnati Gas &
Electric Company, CINergy Corp. and James
E. Rogers, Jr. (Exhibit to Form S-4 filed
by CINergy Corp. (Commission File No. 33-
59964) on March 23, 1993.)
10-n *+Form of Severance Agreement dated
December 11, 1992, among PSI Resources,
Inc., PSI Energy, Inc. and James E.
Rogers, Jr. (Exhibit to PSI Resources,
Inc.'s Form 10-K/A, Amendment No. 1, filed
April 29, 1993.)
10-o *+Form of Severance Agreement dated
December 11, 1992, among PSI Resources,
Inc., PSI Energy, Inc. and each of Cheryl
M. Foley, Joseph W. Messick, Jr., Jon D.
Noland, J. Wayne Leonard, and Larry E.
Thomas. (Exhibit to PSI Resources, Inc.'s
Form 10-K/A, Amendment No. 1, filed April
29, 1993.)
10-p *+Master Trust Agreement for Employees'
Plans (the "Employees' Trust Agreement")
between PSI Resources, Inc. and National
City Bank, Indiana. (Exhibit to the
Resources Schedule 14D-9.)
Exhibit
Designation Nature of Exhibit
10-q *+Master Trust Agreement for Directors'
Plans (the "Directors' Trust Agreement")
between PSI Resources, Inc. and National
City Bank, Indiana. (Exhibit to the
Resources Schedule 14D-9.)
10-r *+Amendment No. 1 to each of the
Employees' Trust Agreement and the
Directors' Trust Agreement. (Exhibit to
the Resources Schedule 14D-9.)
10-s *+Form of Amendment No. 2 to the
Employees' Trust Agreement. (Exhibit to
Amendment No. 1 to the Resources Schedule
14D-9 filed April 23, 1993.)
10-t *Employment Agreement dated October 4,
1993, among PSI Resources, Inc., PSI
Energy, Inc., and John M. Mutz. (Exhibit
to PSI Resources, Inc.'s September 30,
1993, Form 10-Q.)
10-u *Text of Settlement Agreement dated
October 27, 1993, by and among PSI
Resources, Inc., PSI Energy, Inc., The
Cincinnati Gas & Electric Company, CINergy
Corp., IPALCO Enterprises, Inc.,
Indianapolis Power & Light Company, James
E. Rogers, John R. Hodowal, and Ramon L.
Humke (together with the exhibits and
schedules thereto). (Exhibit to PSI
Resources, Inc.'s Form 8-K dated October
27, 1993.)
10-v **+Amendment to PSI Resources, Inc. Annual
Incentive Plan dated July 2, 1993.
10-w **+Amendment to PSI Resources, Inc.
Retirement Plan for Directors dated July
2, 1993.
10-x **+Amendment No. 2 to the Directors' Trust
Agreement.
10-y **+Amendment No. 3 to the Employees' Trust
Agreement.
Exhibit
Designation Nature of Exhibit
10-z **+Amendment to PSI Resources, Inc.
Retirement Plan for Directors adopted
December 15, 1993, retroactively dated
February 1, 1990.
10-aa **+Amendment No. 3 to the Directors' Trust
Agreement.
10-bb **+Amendment No. 4 to the Employees' Trust
Agreement.
21 **Subsidiaries of PSI Resources, Inc.
23 **Consent of Independent Public
Accountants.
24 **Power of Attorney.
99-a *Complaint of Lydia Grady, as Plaintiff,
and PSI Resources, Inc., et al., as
Defendants dated March 17, 1993. Superior
Court No. 1 of Hendricks County in the
State of Indiana. (Exhibit to PSI
Resources, Inc.'s 1992 Form 10-K.)
99-b *Complaint of Moise Katz, as Plaintiff,
and PSI Resources, Inc., et al., as
Defendants dated March 16, 1993. Superior
Court No. 2 of Hendricks County in the
State of Indiana. (Exhibit to PSI
Resources, Inc.'s 1992 Form 10-K.)
99-c *Complaint of J. E. and Z. B. Butler
Foundation, as Plaintiff, and PSI
Resources, Inc., et al., as Defendants
dated March 17, 1993. U.S. District Court
for the Southern District of Indiana,
Indianapolis Division. (Exhibit to PSI
Resources, Inc.'s 1992 Form 10-K.)
99-d *Amended Complaint of J. E. and Z. B.
Butler Foundation, as Plaintiff, and PSI
Resources, Inc., et al., as Defendants
dated March 23, 1993. U.S. District Court
for the Southern District of Indiana,
Indianapolis Division. (Exhibit to PSI
Resources, Inc.'s 1992 Form 10-K.)
Exhibit
Designation Nature of Exhibit
99-e *Class Action Complaint of Lamont
Carpenter, individually, and on behalf of
all others situated, as Plaintiffs, and
PSI Resources, Inc., et al., as Defendants
dated March 26, 1993. U.S. District Court
for the Southern District of Indiana,
Indianapolis Division. (Exhibit to the
Resources Schedule 14D-9.)
99-f *Complaint of Ronald Gaudiano and Gladys
Post, as Plaintiffs, and PSI Resources,
Inc., et al., as Defendants dated March
26, 1993. U.S. District Court for the
Southern District of Indiana, Indianapolis
Division. (Exhibit to the Resources
Schedule 14D-9.)
99-g *Stipulated Order of Consolidation and
Appointment of Co-Lead Counsel and Liaison
Counsel, dated April 13, 1993, in the case
entitled Lydia Grady v. PSI Resources,
Inc., et al., (Case No. IP-93-345-C), U.S.
District Court for the Southern District
of Indiana. (Exhibit to Amendment No. 1
to Schedule 14D-9 filed by PSI Resources,
Inc. on April 23, 1993.)
99-h *Order of Dismissal dated July 1, 1993,
issued in Katz v. PSI Resources, Inc., et
al., (Case No. 32D02-9303-CP-27) Superior
Court for Hendricks County in the State of
Indiana. (Exhibit to Amendment No. 22 to
the Schedule 14D-9 filed by PSI Resources,
Inc. on July 6, 1993.)
99-i *Order entered on July 19, 1993, in Katz
v. PSI Resources, Inc., et al., (Case No.
32D02-9303-CP-27), Superior Court for
Hendricks County in the State of Indiana.
(Exhibit to Amendment No. 26 to the
Schedule 14D-9 filed by PSI Resources,
Inc. on July 23, 1993.)
Exhibit
Designation Nature of Exhibit
99-j *Text of an Order Granting Preliminary
Injunction dated August 5, 1993, in In re:
PSI Merger Shareholder Litigation,
(Consolidated Master File No. IP 93-345-
C), U.S. District Court for the Southern
District of Indiana, Indianapolis
Division; Entry Regarding Motion for
Preliminary Injunction in the foregoing
case. (Exhibit to Amendment No. 29 to the
Schedule 14D-9 filed by PSI Resources,
Inc. on August 6, 1993.)
99-k *Third amended complaint of Moise Katz, as
Plaintiff, and PSI Resources, Inc., et
al., as Defendants dated August 18, 1993.
Superior Court No. 2 of Hendricks County
in the State of Indiana. (Exhibit to PSI
Resources, Inc.'s September 30, 1993, Form
10-Q.)
99-l *Press release issued by PSI Resources,
Inc. and The Cincinnati Gas & Electric
Company announcing that PSI Resources,
Inc., The Cincinnati Gas & Electric
Company, and IPALCO Enterprises, Inc. had
reached a settlement agreement. (Exhibit
to PSI Resources, Inc.'s Form 8-K dated
October 27, 1993.)
99-m 1993 Form 11-K Annual Report of PSI
Energy, Inc. Union Employees' 401(k)
Savings Plan.
99-n 1993 Form 11-K Annual Report of PSI
Energy, Inc. Employees' 401(k) Savings
Plan.
99-o 1993 Form 11-K Annual Report of PSI
Resources, Inc. Employee Stock Purchase
and Savings Plan.
_________________________
+ Management contract, compensation plan or arrangement required to be filed
as an exhibit pursuant to Item 14(c) of Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
PSI RESOURCES, INC.
Registrant
Dated: April 28, 1994
By /s/ James E. Rogers
(James E. Rogers) Chairman
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
Signature Title Date
James K. Baker Director
Hugh A. Barker Director
Michael G. Browning Director
Kenneth M. Duberstein Director
John A. Hillenbrand, II Director
John M. Mutz President & Director
Melvin Perelman, Ph.D. Director
Van P. Smith Director
Robert L. Thompson, Ph.D. Director
/s/ J. Wayne Leonard Senior Vice President April 28, 1994
(J. Wayne Leonard) and Director
Attorney-in-fact for all (Principal Financial Officer)
the foregoing persons
/s/ James E. Rogers Chairman and Director April 28, 1994
(James E. Rogers) (Principal Executive Officer)
/s/ Charles J. Winger Comptroller April 28, 1994
(Charles J. Winger) (Principal Accounting Officer)