Exhibit 99-m
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (FEE REQUIRED) for the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED) for the transition period from
____________________ to ____________________
COMMISSION FILE NUMBER 1-9941
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
(Full title of the plan)
PSI RESOURCES, INC.
(Name of issuer of the securities held pursuant to the plan)
1000 East Main Street
Plainfield, Indiana 46168
(Address of principal executive offices)
FINANCIAL STATEMENTS AND EXHIBITS
Page No.
(a) Financial Statements
Report of Independent Public Accountants 3
Statement of Financial Condition as of
December 31, 1993 4-4a
Statement of Financial Condition as of
December 31, 1992 5-5a
Statement of Income and Other Changes in Plan Equity
for the Year Ended December 31, 1993 6-6a
Statement of Income and Other Changes in Plan Equity
for the Year Ended December 31, 1992 7-7a
Statement of Income and Other Changes in Plan Equity
for the Year ended December 31, 1991 8-8a
Notes to Financial Statements 9-16
Financial Statement Schedules (As Required By The Employee
Retirement Income Security Act)
Schedule I - Schedule of Assets Held For Investment
Purposes - December 31, 1993 17
Schedule I - Schedule of Assets Held For Investment
Purposes - December 31, 1992 18
Schedule II - Schedule of Reportable Transactions 19
(b) Exhibits
1) Consent of Independent Public Accountants
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of
the PSI Energy, Inc. Union
Employees' 401(k) Savings Plan:
We have audited the accompanying statements of financial condition of the PSI
ENERGY, INC. UNION EMPLOYEES' 401(k) SAVINGS PLAN as of December 31, 1993 and
1992, and the statements of income and other changes in plan equity for each
of the three years in the period ended December 31, 1993. These financial
statements and the schedules referred to below are the responsibility of the
Plan Administrator. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by the Plan Administrator, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Plan as of December 31,
1993 and 1992, and the results of its operations and changes in plan equity
for each of the three years in the period ended December 31, 1993, in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. Schedules I and II are presented for
the purpose of complying with the Department of Labor Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974 and are not a required part of the basic financial statements. These
schedules have been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, are fairly stated in
all material respects, in relation to the basic financial statements taken as
a whole.
ARTHUR ANDERSEN & CO.
Indianapolis, Indiana,
April 1, 1994
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1993
Aggressive Money
Equity Conservative Balanced Bond Market
Fund Equity Fund Fund Fund Fund Income Fund Stock Fund
ASSETS
Investments
(Schedule I) $3,883,202 $2,196,279 $1,186,517 $297,309 $3,692,771 $ - $12,925,189
Contributions
receivable (Note E):
Participants 35,108 19,091 10,836 3,147 27,450 - 13,788
PSI Energy, Inc. - - - - - - 531,579
35,108 19,091 10,836 3,147 27,450 - 545,367
NET ASSETS $3,918,310 $2,215,370 $1,197,353 $300,456 $3,720,221 $ - $13,470,556
PLAN EQUITY $3,918,310 $2,215,370 $1,197,353 $300,456 $3,720,221 $ - $13,470,556
The accompanying notes are an integral part of these financial statements.
Page 1 of 2
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1993
Total
Participant Combined
Loan Fund Funds
ASSETS
Investments
(Schedule I) $596,482 $24,777,749
Contributions
receivable (Note E):
Participants - 109,420
PSI Energy, Inc. - 531,579
- 640,999
NET ASSETS $596,482 $25,418,748
PLAN EQUITY $596,482 $25,418,748
The accompanying notes are an integral part of these financial statements.
Page 2 of 2
/TABLE
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1992
Aggressive Money
Equity Conservative Bond Market
Fund Equity Fund Fund Fund Income Fund Stock Fund
ASSETS
Investments
(Schedule I) $2,446,686 $1,355,756 $198,276 $2,949,568 $893,360 $7,987,703
Contributions
receivable (Note E):
Participants 30,837 15,742 2,640 34,771 - 11,674
PSI Energy, Inc. - - - - - 372,160
30,837 15,742 2,640 34,771 - 383,834
NET ASSETS $2,477,523 $1,371,498 $200,916 $2,984,339 $893,360 $8,371,537
PLAN EQUITY $2,477,523 $1,371,498 $200,916 $2,984,339 $893,360 $8,371,537
The accompanying notes are an integral part of these financial statements.
Page 1 of 2
/TABLE
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1992
Total
Participant Combined
Loan Fund Funds
ASSETS
Investments
(Schedule I) $416,701 $16,248,050
Contributions
receivable (Note E):
Participants - 95,664
PSI Energy, Inc. - 372,160
- 467,824
NET ASSETS $416,701 $16,715,874
PLAN EQUITY $416,701 $16,715,874
The accompanying notes are an integral part of these financial statements.
Page 2 of 2
/TABLE
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF INCOME AND OTHER CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1993
Aggressive Money
Equity Conservative Balanced Bond Market
Fund Equity Fund Fund Fund Fund Income Fund
Investment income
Interest $ - $ - $ - $ - $ - $ 6
Dividends 342,082 73,498 58,764 17,351 109,702 -
Realized gains
on disposition of
assets (Note F) 32,110 12,691 1,247 1,862 - -
Unrealized appreciation
of assets (Note G) 277,899 240,625 76,735 530 - -
652,091 326,814 136,746 19,743 109,702 6
Contributions
(Notes D and E)
Participants 821,369 472,292 193,163 81,618 822,113 -
PSI Energy, Inc. - - - - - -
Rollovers 577 - 288 - - -
Transfers (to)/from
Employees' 401(k)
Savings Plan, net (39,774) (23,521) (7,091) 1,391 (12,123) -
Withdrawals (29,190) (5,524) (1,157) (450) (62,480) (918)
752,982 443,247 185,203 82,559 747,510 (918)
Transfers between
funds 35,714 73,811 875,404 (2,762) (121,330) (892,448)
Income and other changes
in Plan equity for
the year 1,440,787 843,872 1,197,353 99,540 735,882 (893,360)
Plan equity at beginning
of the year 2,477,523 1,371,498 - 200,916 2,984,339 893,360
Plan equity at end of
the year $3,918,310 $2,215,370 $1,197,353 $300,456 $3,720,221 $ -
The accompanying notes are an integral part of these financial statements.
Page 1 of 2
/TABLE
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF INCOME AND OTHER CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1993
Total
Participant Combined
Stock Fund Loan Fund Funds
Investment income
Interest $ - $ 33,402 $ 33,408
Dividends 516,688 - 1,118,085
Realized gains
on disposition of
assets (Note F) 49,570 - 97,480
Unrealized appreciation
of assets (Note G) 2,810,849 $ - 3,406,638
3,377,107 33,402 4,655,611
Contributions
(Notes D and E)
Participants 347,070 - 2,737,625
PSI Energy, Inc. 1,748,763 - 1,748,763
Rollovers 288 - 1,153
Transfers (to)/from
Employees' 401(k)
Savings Plan, net (102,633) - (183,751)
Withdrawals (156,808) - (256,527)
1,836,680 - 4,047,263
Transfers between
funds (114,768) 146,379 -
Income and other changes
in Plan equity for
the year 5,099,019 179,781 8,702,874
Plan equity at beginning
of the year 8,371,537 416,701 16,715,874
Plan equity at end of
the year $13,470,556 $596,482 $25,418,748
The accompanying notes are an integral part of these financial statements.
Page 2 of 2
/TABLE
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF INCOME AND OTHER CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1992
Aggressive Money
Equity Conservative Bond Market
Fund Equity Fund Fund Fund Income Fund
Investment income
Interest $ - $ - $ - $ - $ 72,028
Dividends 300,220 38,970 9,763 95,829 -
Realized gains/(losses)
on disposition of
assets (Note F) (4,817) 1,672 (65) - -
Unrealized appreciation
(depreciation) of
assets (Note G) (145,289) 102,672 (2,473) - -
150,114 143,314 7,225 95,829 72,028
Contributions
(Notes D and E)
Participants 620,824 361,365 52,031 946,795 -
PSI Energy, Inc. - - - - -
Rollovers 12,341 9,580 19,302 8,511 -
Transfers (to)/from
Employees' 401(k)
Savings Plan, net 8,111 14,610 (131) (5,229) (3,252)
Withdrawals (12,880) (700) (457) (28,867) (11,666)
628,396 384,855 70,745 921,210 (14,918)
Transfers between funds 326,036 137,442 122,946 (356,970) (40,036)
Income and other changes
in Plan equity for
the year 1,104,546 665,611 200,916 660,069 17,074
Plan equity at beginning
of the year 1,372,977 705,887 - 2,324,270 876,286
Plan equity at end of
the year $2,477,523 $1,371,498 $200,916 $2,984,339 $893,360
The accompanying notes are an integral part of these financial statements.
Page 1 of 2
/TABLE
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF INCOME AND OTHER CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1992
Total
Participant Combined
Stock Fund Loan Fund Funds
Investment income
Interest $ - $ 25,106 $ 97,134
Dividends 372,464 - 817,246
Realized gains/(losses)
on disposition of
assets (Note F) (5,339) - (8,549)
Unrealized appreciation
(depreciation) of
assets (Note G) 1,002,485 - 957,395
1,369,610 25,106 1,863,226
Contributions
(Notes D and E)
Participants 301,637 - 2,282,652
PSI Energy, Inc. 1,434,233 - 1,434,233
Rollovers 1,100 - 50,834
Transfers (to)/from
Employees' 401(k)
Savings Plan, net (26,951) - (12,842)
Withdrawals (81,931) - (136,501)
1,628,088 - 3,618,376
Transfers between funds (326,139) 136,721 -
Income and other changes
in Plan equity for
the year 2,671,559 161,827 5,481,602
Plan equity at beginning
of the year 5,699,978 254,874 11,234,272
Plan equity at end of
the year $8,371,537 $416,701 $16,715,874
The accompanying notes are an integral part of these financial statements.
Page 2 of 2
/TABLE
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF INCOME AND OTHER CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1991
Aggressive Money
Equity Conservative Market
Fund Equity Fund Fund Income Fund Stock Fund
Investment income
Interest $ - $ - $ - $ 70,169 $ -
Dividends 114,890 26,206 103,055 - 277,991
Realized gains on
disposition of
assets (Note F) 18,754 6,899 - - 4,325
Unrealized appreciation
of assets (Note G) 203,451 94,244 - - 227,226
337,095 127,349 103,055 70,169 509,542
Contributions
(Notes D and E)
Participants 373,492 223,581 944,265 - 273,929
PSI Energy, Inc. - - - - 314,416
Transfers to Employees'
401(k) Savings Plan,
net (11,513) (9,614) (11,487) (5,309) (28,329)
Withdrawals (8,191) (6,917) (24,775) (11,985) (117,116)
353,788 207,050 908,003 (17,294) 442,900
Transfers between funds (23,611) 14,135 339,828 (378,190) (92,002)
Income and other
changes in Plan equity
for the year 667,272 348,534 1,350,886 (325,315) 860,440
Plan equity at beginning
of the year 705,705 357,353 973,384 1,201,601 4,839,538
Plan equity at end of
the year $1,372,977 $705,887 $2,324,270 $ 876,286 $5,699,978
The accompanying notes are an integral part of these financial statements.
Page 1 of 2
/TABLE
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF INCOME AND OTHER CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1991
Total
Participant Combined
Loan Fund Funds
Investment income
Interest $ 13,811 $ 83,980
Dividends - 522,142
Realized gains on
disposition of
assets (Note F) - 29,978
Unrealized appreciation
of assets
(Note G) - 524,921
13,811 1,161,021
Contributions
(Notes D and E)
Participants - 1,815,267
PSI Energy, Inc. - 314,416
Transfers to Employees'
401(k) Savings Plan,
net - (66,252)
Withdrawals - (168,984)
- 1,894,447
Transfers between funds 139,840 -
Income and other
changes in Plan equity
for the year 153,651 3,055,468
Plan equity at beginning
of the year 101,223 8,178,804
Plan equity at end of
the year $254,874 $11,234,272
The accompanying notes are an integral part of these financial statements.
Page 2 of 2
/TABLE
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Note A - Plan Description:
The PSI Energy, Inc. Union Employees' 401(k) Savings Plan (Plan) is a
defined contribution plan covering union employees of PSI Energy,
Inc. (Energy) who meet minimum age and service requirements. The
Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974. The administrative expenses of the Plan are
paid by Energy. Further details of the Plan are provided in
the Summary Plan Description which has been distributed to all Plan
participants.
On July 1, 1993, U.S. Trust Company of California, N.A. was named
Trustee of the Plan.
Note B - Accounting Principles:
The accounts of the Plan are maintained on an accrual basis. Assets
of the Plan are valued at current market value. Requests for
withdrawal received but not yet processed by the Plan have not been
reflected in the financial statements and total $16,983 for 1993 and
$6,270 for 1992.
Note C - Income Tax Status:
Energy intends to request the Internal Revenue Service to issue a
determination letter that the Plan continues to be qualified under
Section 401(a) and the trust is exempt from Federal income tax under
Section 501(a) of the Internal Revenue Code of 1986 (Code). Energy
intends to make any additional amendments to the Plan which may be
required by the Internal Revenue Service as a condition to the
issuance of such a determination letter. The discussion of Federal
income tax effect to participants that follows assumes a favorable
determination by the Internal Revenue Service regarding qualification
of the Plan.
Federal Income Tax Effect to Participants
a. General
Qualification of the Plan under Section 401(a) of the Code
means that a participant is not subject to Federal income taxes on
amounts contributed to the participant's Deferred Compensation
Account (pre-tax participant contributions), Company Matching Account
(Energy contributions) and Incentive Matching Account (Energy
contributions based on meeting certain corporate goals), or earnings
thereon, until such amounts are distributed to the participant or to
a beneficiary in the event of the participant's death. Contributions
to the participant's Deferred Compensation Account are subject to
Federal employment (FICA) taxes and may be subject to certain state
and local income taxes.
b. Contributions to Participants' Accounts
Contributions to a participant's Deferred Compensation
Account reduce the amount of compensation subject to Federal income
tax to the extent of the contributions. The Code limits the average
of the percentages of annual compensation deferred under the Plan by
"highly compensated employees" to a certain multiple of the average
of the percentages of annual compensation deferred by eligible
employees who are not "highly compensated employees." The total of a
participant's Deferred Compensation Contributions under the Plan
plus, in the case of a participant who during the year was also
employed by an organization other than Energy, all similar
contributions made by or for the participant under a comparable plan
maintained by such other employer cannot exceed $7,000, as adjusted
under Code Section 415(g)(5) beginning January 1, 1988 (the
applicable amount for 1993 is $8,994). The Plan also permits
participants to make After-Tax Contributions to the Plan. The sum
of all contributions (including contributions to a participant's
Deferred Compensation Account, Company Matching Account, Incentive
Matching Account and After-Tax Contribution Account under the Plan)
to all qualified defined contribution plans and qualified defined
benefit plans maintained by Energy cannot exceed the lesser of (i)
25% of the participant's earnings for the plan year or (ii) $30,000
or, if greater, one-fourth of the dollar limitation then in effect
pursuant to Code Section 415(d) or allowable under Code Section
415(c)(6).
c. Penalty Tax on Distributions Before Age 59 1/2
If, prior to age 59 1/2, a distribution is received from
the participant's Deferred Compensation Account, Company Matching
Account or Incentive Matching Account, such distribution is taxed as
ordinary income and may be subject to an additional 10% penalty tax
unless one of the statutory exceptions to such penalty tax applies.
Similarly, distributions prior to age 59 1/2 from a participant's
After-Tax Contribution Account must include a prorated portion of
earnings. Such earnings are taxed as ordinary income and may be
subject to the 10% penalty tax unless one of the statutory exceptions
to the penalty tax applies. Distributions made after age 59 1/2 from
a participant's Deferred Compensation Account, Company Matching
Account or Incentive Matching Account are taxed as ordinary income.
Distributions made after age 59 1/2 from a participant's After-Tax
Contribution Account must include a prorated portion of earnings and
such earnings are taxed as ordinary income.
d. Distribution Upon Disability or Termination of
Employment
The Plan provides that distribution upon disability,
retirement, death, or termination of employment may be made in a lump
sum or in a series of equal annual installments over a period not to
exceed the lesser of 10 years, the participant's life expectancy, or
the joint life expectancy of the participant and the participant's
beneficiary. If the distribution is made in a lump sum, the entire
amount distributed from a participant's Deferred Compensation
Account, Company Matching Account or Incentive Matching Account, or
the amount of earnings distributed from the After-Tax Contribution
Account, may qualify for special rules applicable to lump sum
distributions. Otherwise, such amount is taxed as ordinary income.
The qualifying amount of the lump sum distribution may be eligible in
certain circumstances for 5-year or 10-year averaging. If a lump sum
distribution from the Plan includes shares of PSI Resources, Inc.
(Resources) Common Stock, taxation of such distribution is deferred
until the recipient makes a taxable disposition of the shares.
If the distribution of a participant's Deferred
Compensation Account, Company Matching Account or Incentive Matching
Account is made in installments, then each payment is taxed as
ordinary income. If the distribution of a participant's After-Tax
Contribution Account is made in installments, then the portion of
each payment representing earnings is taxed as ordinary income. If
an installment payment includes shares of Resources Common Stock,
taxation of such distribution is deferred until the recipient makes a
taxable disposition of the shares.
e. Rollover of a Distribution
If a distribution is made in a lump sum, the participant
may, under certain circumstances, roll over to a qualified employee
benefit trust described in Section 401(a) of the Code or an
individual retirement account described in Section 408 of the Code
the entire amount distributed from his Deferred Compensation Account,
Company Matching Account or Incentive Matching Account, or the amount
of earnings distributed from his After-Tax Contribution Account. If
a participant's spouse receives a lump sum distribution as a result
of the participant's death, the spouse may defer taxation of the
entire amount distributed from the participant's Deferred
Compensation Account, Company Matching Account or Incentive Matching
Account, or the amount of earnings distributed from the participant's
After-Tax Contribution Account, to the extent that such amount is
contributed to an individual retirement account in accordance with
applicable law.
f. Withholding Requirements
Effective January 1, 1993, the Unemployment Compensation
Amendments Act of 1992 requires income tax withholding at a rate of
20% for any eligible rollover distribution that is not directly
transferred to another qualified plan or Individual Retirement
Account. This withholding requirement may not be waived by the
participant receiving the distribution. Required distributions
received because a participant has reached age 70 1/2 are not subject
to the 20% withholding requirement.
Note D - Investment Programs:
The investment programs of the Plan are as follows:
Participant contributions - Upon enrollment or re-enrollment,
participants shall direct that their contributions, including any
rollover contributions, be invested in one or more of the following
investment options:
- Aggressive Equity Fund
The Aggressive Equity Fund invests in equities, bonds,
governmental notes or instruments, or mutual funds or pooled
funds investing in such securities, as determined by Energy, with
the principal purpose of seeking maximum appreciation in value.
- Conservative Equity Fund
The Conservative Equity Fund invests in equities, bonds,
governmental notes or instruments, or mutual funds or pooled
funds investing in such securities, as determined by Energy, with
the principal purpose of matching or exceeding the performance of
a recognized index of stocks or securities.
- Balanced Fund
Effective January 1, 1993, the Balanced Fund was established to
invest in equities, bonds and short-term instruments, as
determined by Energy, with the principal purpose of reducing risk
over the long term by diversifying holdings among the three asset
groups and within the groups.
- Bond Fund
Effective January 1, 1992, the Bond Fund was established to
invest in securities that include obligations of the U.S.
Treasury, U.S. Agencies, corporations, mortgage-backed
obligations, and U.S. dollar-denominated obligations of foreign
governments with the principal purpose of seeking current income
consistent with the preservation of capital.
- Income Fund
The Income Fund consists of one or more savings or group annuity
contracts with stated or variable interest rates. Contributions
and transfers to this Fund ceased as of December 31, 1989.
Repayments of loans originally made from this Fund are now
reflected in the Money Market Fund. The last contract in this
Fund expired December 31, 1992, and those assets were transferred
to the Money Market Fund at that time.
- Stock Fund
The Stock Fund invests primarily in common stock of PSI
Resources, Inc., the parent company of Energy.
- Money Market Fund
The Money Market Fund invests in high quality money market
instruments including certificates of deposit, commercial paper,
short-term corporate and U.S. Government obligations and bankers'
acceptances issued by major banks. The purpose of the Fund is to
seek high money market yields while maintaining preservation of
capital.
Energy contributions - Energy provides a discretionary matching
contribution as determined by Energy's Board of Directors. The
matching percentage and the maximum percentage of compensation to be
used in the calculation of the matching contributions will be
determined by Energy's Board of Directors with respect to each plan
year. Matching contributions are vested immediately. All Energy
contributions are invested in the Stock Fund; however, participants
may elect to transfer funds from the Stock Fund into another fund as
described above, if the Stock Fund investments were contributed prior
to January 1, 1992. On January 1, 1992, Energy's Board of Directors
approved an increase in the matching contribution and also approved
an incentive matching contribution if Energy meets certain goals
established by the Board. The matching and incentive matching funds
contributed after January 1, 1992 must remain in the Stock Fund until
the participant reaches age 55.
The number of Plan participants invested in each fund was as follows:
December 31,
1993 1992
Aggressive Equity Fund 885 706
Conservative Equity Fund 623 519
Balanced Fund 302 -
Bond Fund 161 115
Money Market Fund 774 839
Income Fund - 645
Stock Fund 1,512 1,364
Note E - Contributions Receivable:
Amounts include investments made in the month subsequent to the date
of the financial statements of $159,326 and $139,928 for 1993 and
1992, respectively, and the incentive matching contribution of
$481,673 and $327,896 for 1993 and 1992, respectively.
Note F - Realized Gains on Disposition of Assets:
The change in market value from the beginning of the year to the date of sale for investments sold
during the year is reported separately as Realized gains on disposition of assets in the Statements
of Income and Other Changes in Plan Equity. The net realized gain or loss on investments sold
for 1993, 1992 and 1991 is as follows:
Aggressive Conservative Balanced Bond Money Market Stock
1993 Equity Fund Equity Fund Fund Fund Fund Fund
Proceeds of Sale $ 400,414 $ 202,714 $ 43,018 $ 82,772 $1,191,382 $ 461,173
Cost of Assets 368,304 190,023 41,771 80,910 1,191,382 411,603
Realized Gains on
Disposition of
Assets $ 32,110 $ 12,691 $ 1,247 $ 1,862 $ - $ 49,570
Aggressive Conservative Bond Money Market Income Stock
1992 Equity Fund Equity Fund Fund Fund Fund Fund
Proceeds of Sale $ 114,790 $ 45,613 $ 11,416 $ 499,194 $ 54,954 $505,563
Cost of Assets 119,607 43,941 11,481 499,194 54,954 510,902
Realized Gains/(Losses)
on Disposition
of Assets $ (4,817) $ 1,672 $ (65) $ - $ - $ (5,339)
Aggressive Conservative Money Market Income Stock
1991 Equity Fund Equity Fund Fund Fund Fund
Proceeds of Sale $ 109,283 $ 49,628 $179,009 $ 395,484 $289,387
Cost of Assets 90,529 42,729 179,009 395,484 285,062
Realized Gains on
Disposition of
Assets $ 18,754 $ 6,899 $ - $ - $ 4,325
For purposes of calculating realized gains, the cost of the asset represents the market value of
that asset at the beginning of the year.
/TABLE
Note G - Unrealized Appreciation (Depreciation) of Assets:
The unrealized appreciation (depreciation) of assets included in the
Plan equity is as follows:
Total
Aggressive Conservative Balanced Bond Stock Combined
Equity Fund Equity Fund Fund Fund Fund Funds
Balance as of December 31, 1990 $ (20,032) $ (64,218) $ - $ - $ (179,922) $ (264,172)
Realized gains/(losses) on
investments sold in prior
years (14,362) 617 - - 85,336 71,591
Adjusted balance as of
December 31, 1990 (34,394) (63,601) - - (94,586) (192,581)
Change for 1991 203,451 94,244 - - 227,226 524,921
Less previously recorded
unrealized appreciation
(depreciation) on investments
sold during the year (7,099) (6,894) - - 1,708 (12,285)
Balance as of December 31, 1991 176,156 37,537 - - 130,932 344,625
Change for 1992 (145,289) 102,672 - (2,473) 1,002,485 957,395
Less previously recorded
unrealized appreciation
on investments sold
during the year 11,122 1,493 - 220 23,980 36,815
Balance as of December 31, 1992 19,745 138,716 - (2,693) 1,109,437 1,265,205
Change for 1993 277,899 240,625 76,735 530 2,810,849 3,406,638
Less previously recorded
unrealized appreciation
(depreciation) on investments
sold during the year 2,196 14,358 916 (1,809) 51,459 67,120
Balance as of December 31, 1993 $ 295,448 $ 364,983 $ 75,819 $ (354) $3,868,827 $ 4,604,723
/TABLE
Note H - Party-in-Interest and Reportable Transactions:
There were no party-in-interest transactions during 1993, 1992
or 1991. See Schedule II for a Summary of Reportable
Transactions.
Note I - Participant Loan Fund:
The Plan permits participants to borrow from their Deferred
Compensation Account and ESOP rollover account subject to Department
of Labor regulations. A participant may have up to three loans
outstanding at any one time. Participants select the repayment
period, not to exceed 54 months. The annual interest rate is
determined using comparable factors applied by commercial banks in
making loan decisions. The maximum amount available for a loan is
fifty percent (50%) of the eligible account balances to a maximum of
$50,000. The amount used to secure a loan is 50% of the eligible
account balances.
Certain amounts in the 1991 and 1992 financial statements have been
reclassified to conform to the 1993 presentation.
Note J - Pending Merger of Plan Sponsor's Parent:
Energy, its parent PSI Resources, Inc., and The Cincinnati Gas
& Electric Company entered into an Agreement and Plan of
Reorganization dated as of December 11, 1992, which was subsequently
amended and restated on July 2, 1993, and as of September 10, 1993
(as amended and restated, the "Merger Agreement"). Under the Merger
Agreement, PSI Resources, Inc. will be merged with and into a newly
formed corporation named CINergy Corp. and a subsidiary of CINergy
Corp. will be merged with and into The Cincinnati Gas & Electric
Company (collectively referred to as the "Mergers"). Pursuant to the
Mergers, each share of PSI Resources, Inc. common stock in the Stock
Fund will be converted into CINergy Corp. common stock based on the
exchange ratio provided for in the Merger Agreement. There will be
no other immediate effects on the Plan due to the Mergers.
Schedule I
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
EIN 35-0594457
PLAN 101
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993
Column A Column B Column C Column D
Approximate
Market Value
Investment Shares Cost Amount %
Aggressive Equity Fund
Fidelity Magellan Fund 54,808.775 $ 3,587,754 $ 3,883,202 15.7
Conservative Equity Fund
Fidelity Equity-
Income Fund 64,901.860 1,831,296 2,196,279 8.8
Balanced Fund
Fidelity Asset Manager
Fund 77,046.592 1,110,698 1,186,517 4.8
Bond Fund
Fidelity U.S. Bond
Index Fund 27,028.064 297,663 297,309 1.2
Money Market Fund
Fidelity Retirement
Money Market - 3,692,771 3,692,771 14.9
Stock Fund
PSI Resources, Inc.
Common Stock,
Without Par Value 487,742.991 9,056,362 12,925,189 52.2
Participant Loan Fund - 596,482 596,482 2.4
TOTAL INVESTMENTS $20,173,026 $24,777,749 100.0
/TABLE
Schedule I
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
EIN 35-0594457
PLAN 101
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1992
Column A Column B Column C Column D
Approximate
Market Value
Investment Shares Cost Amount %
Aggressive Equity Fund
Fidelity Magellan Fund 38,830.125 $ 2,426,941 $ 2,446,686 15.1
Conservative Equity Fund
Fidelity Equity-
Income Fund 46,734.082 1,217,040 1,355,756 8.3
Bond Fund
Fidelity U.S. Bond
Index Fund 18,427.150 200,969 198,276 1.2
Money Market Fund
Fidelity Retirement
Money Market - 2,949,568 2,949,568 18.2
Income Fund
Fidelity Group -
Guaranteed Investment
Contract 1/ - 893,360 893,360 5.4
Stock Fund
PSI Resources, Inc.
Common Stock,
Without Par Value 399,385.136 6,878,265 7,987,703 49.2
Participant Loan Fund - 416,701 416,701 2.6
TOTAL INVESTMENTS $14,982,844 $16,248,050 100.0
1/ This contract expired December 31, 1992. Funds were transferred to
Fidelity's Retirement Money Market in January 1993.
/TABLE
Schedule II
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
EIN 35-0594457
PLAN 101
ITEM 27d SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
Current Value Net
Number of Purchase Sale Book Value of Asset on Realized
Transactions Price Proceeds of Asset Sold Transaction Date Gain/(Loss)
Purchases
Stock Fund 57 $2,538,240 $ - $ - $2,538,240 $ -
Aggressive Equity Fund 117 1,526,922 - - 1,526,922 -
Conservative Equity Fund 111 789,922 - - 789,922 -
Balanced Fund 123 1,151,553 - - 1,151,553 -
Money Market Fund 139 1,934,586 - - 1,934,586 -
Sales
Income Fund 2 - 893,367 893,367 893,367 -
Stock Fund 39 - 461,173 360,144 461,173 101,029
Aggressive Equity Fund 59 - 400,414 366,108 400,414 34,306
Conservative Equity Fund 50 - 202,714 175,665 202,714 27,049
Balanced Fund 16 - 43,018 40,855 43,018 2,163
Money Market Fund 132 - 1,191,382 1,191,382 1,191,382 -
/TABLE
EXHIBIT 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report included in this Form 11-K into PSI Resources,
Inc.'s previously filed Registration Statement File Nos. 33-28820, 33-29407,
33-34456, 33-56882, and 33-51255.
ARTHUR ANDERSEN & CO.
Indianapolis, Indiana,
April 28, 1994.