Exhibit 99-n
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.
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,
December 31, 1993 19
(b) Exhibits
1) Consent of Independent Public Accountants
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of
the PSI Energy, Inc. Employees'
401(k) Savings Plan:
We have audited the accompanying statements of financial condition of the PSI
ENERGY, INC. EMPLOYEES' 401(k) SAVINGS PLAN as of December 31, 1993 and 1992,
and the related 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.
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) $16,644,317 $8,031,599 $2,664,054 $947,394 $7,093,553 $ - $23,886,746
Contributions
receivable
(Note E):
Participants 93,544 46,320 20,568 8,179 33,515 - 15,407
PSI Energy, Inc. - - - - - - 974,701
93,544 46,320 20,568 8,179 33,515 - 990,108
NET ASSETS $16,737,861 $8,077,919 $2,684,622 $955,573 $7,127,068 $ - $24,876,854
PLAN EQUITY $16,737,861 $8,077,919 $2,684,622 $955,573 $7,127,068 $ - $24,876,854
The accompanying notes are an integral part of these financial statements.
Page 1 of 2
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PSI ENERGY, INC.
EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1993
Total
Participant Combined
Loan Fund Funds
ASSETS
Investments
(Schedule I) $1,647,447 $60,915,110
Contributions
receivable
(Note E):
Participants - 217,533
PSI Energy, Inc. - 974,701
- 1,192,234
NET ASSETS $1,647,447 $62,107,344
PLAN EQUITY $1,647,447 $62,107,344
The accompanying notes are an integral part of these financial statements.
Page 2 of 2
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PSI ENERGY, INC.
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) $11,253,476 $5,383,936 $572,481 $6,721,339 $1,897,125 $14,876,867
Contributions
receivable
(Note E):
Participants 80,194 39,828 7,366 49,036 - 11,479
PSI Energy, Inc. - - - - - 699,499
80,194 39,828 7,366 49,036 - 710,978
NET ASSETS $11,333,670 $5,423,764 $579,847 $6,770,375 $1,897,125 $15,587,845
PLAN EQUITY $11,333,670 $5,423,764 $579,847 $6,770,375 $1,897,125 $15,587,845
The accompanying notes are an integral part of these financial statements.
Page 1 of 2
/TABLE
PSI ENERGY, INC.
EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1992
Total
Participant Combined
Loan Fund Funds
ASSETS
Investments
(Schedule I) $1,393,631 $42,098,855
Contributions
receivable
(Note E):
Participants - 187,903
PSI Energy, Inc. - 699,499
- 887,402
NET ASSETS $1,393,631 $42,986,257
PLAN EQUITY $1,393,631 $42,986,257
The accompanying notes are an integral part of these financial statements.
Page 2 of 2
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PSI ENERGY, INC.
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 $ - $ - $ - $ - $ - $ -
Dividends 1,499,054 273,656 142,132 60,991 225,658
Realized gains
on disposition of
assets (Note F) 87,270 39,379 2,816 3,716 - -
Unrealized appreciation
of assets (Note G) 1,366,410 947,898 186,185 4,249 - -
2,952,734 1,260,933 331,133 68,956 225,658 -
Contributions
(Notes D and E)
Participants 2,282,334 1,151,223 392,055 241,415 1,023,442 -
PSI Energy, Inc. - - - - - -
Rollovers 59,194 25,674 15,761 6,235 7,641 -
Transfers (to)/from
Union Employees' 401(k)
Savings Plan, net 39,774 23,521 7,091 (1,391) 12,123 -
Withdrawals (225,470) (100,168) (1,588) (3,262) (230,572)
2,155,832 1,100,250 413,319 242,997 812,634 -
Transfers between
funds 295,625 292,972 1,940,170 63,773 (681,599) (1,897,125)
Income and other changes
in Plan equity
for the year 5,404,191 2,654,155 2,684,622 375,726 356,693 (1,897,125)
Plan equity at beginning
of the year 11,333,670 5,423,764 - 579,847 6,770,375 1,897,125
Plan equity at end of
the year $16,737,861 $8,077,919 $2,684,622 $955,573 $ 7,127,068 $ -
The accompanying notes are an integral part of these financial statements.
Page 1 of 2
/TABLE
PSI ENERGY, INC.
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 $ - $ 101,606 $ 101,606
Dividends 952,745 - 3,154,236
Realized gains
on disposition of
assets (Note F) 145,377 - 278,558
Unrealized appreciation
of assets (Note G) 5,216,300 - 7,721,042
6,314,422 101,606 11,255,442
Contributions
(Notes D and E)
Participants 347,787 - 5,438,256
PSI Energy, Inc. 3,178,973 - 3,178,973
Rollovers 15,981 - 130,486
Transfers (to)/from
Union Employees' 401(k)
Savings Plan, net 102,633 - 183,751
Withdrawals (504,761) - (1,065,821)
3,140,613 - 7,865,645
Transfers between
funds (166,026) 152,210 -
Income and other changes
in Plan equity
for the year 9,289,009 253,816 19,121,087
Plan equity at beginning
of the year 15,587,845 1,393,631 42,986,257
Plan equity at end of
the year $24,876,854 $1,647,447 $62,107,344
The accompanying notes are an integral part of these financial statements.
Page 2 of 2
PSI ENERGY, INC.
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 $ - $ - $ - $ - $ 154,229
Dividends 1,486,614 172,825 27,286 238,760 -
Realized gains/(losses)
on disposition of
assets (Note F) (17,967) 12,474 (1,136) - -
Unrealized appreciation
(depreciation) of
assets (Note G) (760,428) 430,566 (5,450) - -
708,219 615,865 20,700 238,760 154,229
Contributions
(Notes D and E)
Participants 1,919,757 934,780 140,819 1,319,249 -
PSI Energy, Inc. - - - - -
Rollovers 162,774 93,443 24,310 4,445 -
Transfers (to)/from
Union Employees' 401(k)
Savings Plan, net (8,111) (14,610) 131 5,229 3,252
Withdrawals (72,928) (66,821) (60,089) (138,785) (49,533)
2,001,492 946,792 105,171 1,190,138 (46,281)
Transfers between
funds 451,042 300,495 453,976 232,727 (1,293,753)
Income and other changes
in Plan equity
for the year 3,160,753 1,863,152 579,847 1,661,625 (1,185,805)
Plan equity at beginning
of the year 8,172,917 3,560,612 - 5,108,750 3,082,930
Plan equity at end of
the year $11,333,670 $5,423,764 $579,847 $6,770,375 $1,897,125
The accompanying notes are an integral part of these financial statements.
Page 1 of 2
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PSI ENERGY, INC.
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 $ - $ 86,181 $ 240,410
Dividends 696,720 - 2,622,205
Realized gains/(losses)
on disposition of
assets (Note F) (15,282) - (21,911)
Unrealized appreciation
(depreciation) of
assets (Note G) 1,866,481 - 1,531,169
2,547,919 86,181 4,371,873
Contributions
(Notes D and E)
Participants 289,812 - 4,604,417
PSI Energy, Inc. 2,667,001 - 2,667,001
Rollovers 7,241 - 292,213
Transfers (to)/from
Union Employees' 401(k)
Savings Plan, net 26,951 - 12,842
Withdrawals (218,909) - (607,065)
2,772,096 - 6,969,408
Transfers between
funds (570,934) 426,447 -
Income and other changes
in Plan equity
for the year 4,749,081 512,628 11,341,281
Plan equity at beginning
of the year 10,838,764 881,003 31,644,976
Plan equity at end of
the year $15,587,845 $1,393,631 $42,986,257
The accompanying notes are an integral part of these financial statements.
Page 2 of 2
/TABLE
PSI ENERGY, INC.
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 $ - $ - $ - $ 247,409 $ -
Dividends 697,925 140,773 246,098 - 533,438
Realized gains on disposition
of assets (Note F) 84,613 19,810 - - 641
Unrealized appreciation
of assets
(Note G) 1,336,892 533,871 - - 435,361
2,119,430 694,454 246,098 247,409 969,440
Contributions
(Notes D and E)
Participants 1,382,172 684,093 1,470,355 - 287,573
PSI Energy, Inc. - - - - 626,146
Transfers from Union
Employees' 401(k)
Savings Plan, net 11,513 9,614 11,487 5,309 28,329
Withdrawals (88,625) (27,573) (85,040) (86,842) (281,451)
1,305,060 666,134 1,396,802 (81,533) 660,597
Transfers between funds (24,378) 72,112 1,655,448 (1,675,674) (236,779)
Income and other changes
in Plan equity
for the year 3,400,112 1,432,700 3,298,348 (1,509,798) 1,393,258
Plan equity at beginning
of the year 4,772,805 2,127,912 1,810,402 4,592,728 9,445,506
Plan equity at end of
the year $8,172,917 $3,560,612 $5,108,750 $ 3,082,930 $10,838,764
The accompanying notes are an integral part of these financial statements.
Page 1 of 2
/TABLE
PSI ENERGY, INC.
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 $ 62,681 $ 310,090
Dividends - 1,618,234
Realized gains on disposition
of assets (Note F) - 105,064
Unrealized appreciation
of assets
(Note G) - 2,306,124
62,681 4,339,512
Contributions
(Notes D and E)
Participants - 3,824,193
PSI Energy, Inc. - 626,146
Transfers from Union
Employees' 401(k)
Savings Plan, net - 66,252
Withdrawals - (569,531)
- 3,947,060
Transfers between funds 209,271 -
Income and other changes
in Plan equity
for the year 271,952 8,286,572
Plan equity at beginning
of the year 609,051 23,358,404
Plan equity at end of
the year $881,003 $31,644,976
The accompanying notes are an integral part of these financial statements.
Page 2 of 2
/TABLE
PSI ENERGY, INC.
EMPLOYEES' 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Note A - Plan Description:
The PSI Energy, Inc. Employees' 401(k) Savings Plan (Plan) is a
defined contribution plan for PSI Energy, Inc. (Energy) non-union
employees who meet minimum age and service requirements. The Plan is
subject to the provisions of the Employee Retirement Income Security
Act of 1974. The administrative expenses of the Plan are paid by
Energy. Further details of the Plan are provided in the Summary
Plan Description which has been distributed to all Plan participants.
On July 1, 1993, U.S. Trust Company of California, N.A. was named the
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. There were no such requests
in 1993, but there was a total of $3,449 for 1992.
Note C - Income Tax Status:
Energy intends to file with the Internal Revenue Service, an
initial request for determination that the Plan is a qualified plan
under Section 401(a) and the trust is exempt from Federal income tax
under Section 501(a) of the Internal Revenue Code of 1986 (Code).
Energy 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 contributions and also approved
an incentive matching contribution if Energy meets certain goals
established by the Board. The matching and incentive matching funds
contributed after January 1, 1992 must remain in the Stock Fund until
the participant reaches age 55.
The number of Plan participants invested in each fund was as follows:
December 31,
1993 1992
Aggressive Equity Fund 1,698 1,489
Conservative Equity Fund 1,288 1,118
Balanced Fund 534 -
Bond Fund 370 268
Money Market Fund 1,202 1,297
Income Fund - 1,119
Stock Fund 2,293 2,081
Note E - Contributions Receivable:
Amounts include investments made in the month subsequent to the date
of the financial statements of $314,321 and $275,755 for 1993
and 1992, respectively, and the incentive matching contribution of
$877,913 and $611,647 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 $ 974,716 $ 500,050 $ 70,258 $145,939 $3,187,024 $ 951,324
Cost of Assets 887,446 460,671 67,442 142,223 3,187,024 805,947
Realized Gains on
Disposition of
Assets $ 87,270 $ 39,379 $ 2,816 $ 3,716 $ - $ 145,377
Aggressive Conservative Bond Money Market Income Stock
1992 Equity Fund Equity Fund Fund Fund Fund Fund
Proceeds of Sale $ 569,976 $ 335,854 $ 74,383 $1,415,403 $1,343,286 $955,441
Cost of Assets 587,943 323,380 75,519 1,415,403 1,343,286 970,723
Realized Gains/(Losses)
on Disposition
of Assets $ (17,967) $ 12,474 $ (1,136) $ - $ - $(15,282)
Aggressive Conservative Money Market Income Stock
1991 Equity Fund Equity Fund Fund Fund Fund
Proceeds of Sale $ 546,287 $ 170,381 $526,854 $1,777,067 $677,179
Cost of Assets 461,674 150,571 526,854 1,777,067 676,538
Realized Gains on
Disposition of
Assets $ 84,613 $ 19,810 $ - $ - $ 641
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 $ 92,228 $ (429,293) $ - $ - $ 162,347 $ (174,718)
Realized gains/(losses) on
investments sold in prior
years (217,009) 4,458 - - (139,840) (352,391)
Adjusted balance as of
December 31, 1990 (124,781) (424,835) - - 22,507 (527,109)
Change for 1991 1,336,892 533,871 - - 435,361 2,306,124
Less previously recorded
unrealized appreciation
(depreciation) on investments
sold during the year (25,994) (27,577) - - 71,964 18,393
Balance as of December 31, 1991 1,238,105 136,613 - - 385,904 1,760,622
Change for 1992 (760,428) 430,566 - (5,450) 1,866,481 1,531,169
Less previously recorded
unrealized appreciation
on investments sold
during the year 66,000 10,518 - 1,333 55,214 133,065
Balance as of December 31, 1992 411,677 556,661 - (6,783) 2,197,171 3,158,726
Change for 1993 1,366,410 947,898 186,185 4,249 5,216,300 7,721,042
Less previously recorded
unrealized appreciation
(depreciation) on investments
sold during the year 9,064 36,312 599 (2,444) 125,084 168,615
Balance as of December 31, 1993 $ 1,769,023 $1,468,247 $185,586 $ (90) $7,288,387 $10,711,153
/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.
EMPLOYEES' 401(k) SAVINGS PLAN
EIN 35-0594457
PLAN 102
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 234,923.314 $14,875,294 $16,644,317 27.3
Conservative Equity Fund
Fidelity Equity-
Income Fund 237,340.406 6,563,352 8,031,599 13.2
Balanced Fund
Fidelity Asset Manager
Fund 172,990.539 2,478,468 2,664,054 4.4
Bond Fund
Fidelity U.S. Bond
Index Fund 86,126.694 947,484 947,394 1.6
Money Market Fund
Fidelity Retirement
Money Market - 7,093,553 7,093,553 11.6
Stock Fund
PSI Resources, Inc.
Common Stock,
Without Par Value 901,386.650 16,598,359 23,886,746 39.2
Participant Loan Fund - 1,647,447 1,647,447 2.7
TOTAL INVESTMENTS $50,203,957 $60,915,110 100.0
/TABLE
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, 1992
Column A Column B Column C Column D
Approximate
Market Value
Investment Shares Cost Amount %
Aggressive Equity Fund
Fidelity Magellan Fund 178,598.264 $10,841,799 $11,253,476 26.7
Conservative Equity Fund
Fidelity Equity-
Income Fund 185,588.983 4,827,275 5,383,936 12.8
Bond Fund
Fidelity U.S. Bond
Index Fund 53,204.521 579,264 572,481 1.4
Money Market Fund
Fidelity Retirement
Money Market - 6,721,339 6,721,339 16.0
Income Fund
Fidelity Group -
Guaranteed Investment
Contract 1/ - 1,897,125 1,897,125 4.5
Stock Fund
PSI Resources, Inc.
Common Stock,
Without Par Value 743,843.342 12,679,696 14,876,867 35.3
Participant Loan Fund - 1,393,631 1,393,631 3.3
TOTAL INVESTMENTS $38,940,129 $42,098,855 100.0
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.
EMPLOYEES' 401(k) SAVINGS PLAN
EIN 35-0594457
PLAN 102
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 69 $4,599,526 $ - $ - $4,599,526 $ -
Aggressive Equity Fund 143 4,911,877 - - 4,911,877 -
Conservative Equity Fund 142 2,160,436 - - 2,160,436 -
Balanced Fund 159 2,545,311 - - 2,545,311 -
Money Market Fund 170 3,559,237 - - 3,559,237 -
Sales
Stock Fund 44 - 951,324 680,863 951,324 270,461
Aggressive Equity Fund 70 - 974,716 878,382 974,716 96,334
Conservative Equity Fund 68 - 500,050 424,358 500,050 75,692
Balanced Fund 22 - 70,258 66,843 70,258 3,415
Money Market Fund 174 - 3,187,024 3,187,024 3,187,024 -
/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.