UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2 TO ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
ON FORM 10-K FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1994
(Commission File Number 1-11377)
CINERGY CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 31-1385023
(State or other (I.R.S. Employer
jurisdiction of incorporation) Identification No.)
139 East Fourth Street
Cincinnati, Ohio 45202
(Address of principal executive offices)
Registrant's Telephone Number: (513) 381-2000
The undersigned registrant, CINergy Corp., hereby amends the following
item of its Annual Report on Form 10-K for the fiscal year ended December 31,
1994 (Form 10-K), as set forth below:
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
The exhibit list contained on pages 2-11 of the Form 10-K, as submitted in
Amendment No. 1, provided pursuant to Item 14(c) of Regulation S-K is hereby
amended as Amendment No. 2 and restated in its entirety as set forth below:
(c) Exhibits.
Copies of the documents listed below which are identified with an asterisk (*)
have heretofore been filed with the Securities and Exchange Commission and are
incorporated herein by reference and made a part hereof. Exhibits identified
by a double asterisk (**) were previously filed with the Form 10-K or with the
first amendment thereto. Exhibits not so identified are filed herewith.
Exhibit
Designation Nature of Exhibit
3-a *Certificate of Incorporation of CINergy Corp.
(CINergy). (Exhibit to CINergy's Annual Report on
Form 10-K for the year ended December 31, 1993.)
3-b **By-laws of CINergy as adopted October 24, 1994.
4-a *Original Indenture (First Mortgage Bonds) dated
September 1, 1939, between PSI Energy, Inc.
(Energy) and The First National Bank of Chicago, as
Trustee (Exhibit A-Part 3 in File No. 70-258), and
LaSalle National Bank as Successor Trustee
(Supplemental Indenture dated March 30, 1984).
4-b *Nineteenth Supplemental Indenture between Energy
and The First National Bank of Chicago dated
January 1, 1972. (Exhibit to File No. 2-42545.)
4-c *Twenty-third Supplemental Indenture between Energy
and The First National Bank of Chicago dated
January 1, 1977. (Exhibit to File No. 2-57828.)
4-d *Twenty-fifth Supplemental Indenture between Energy
and The First National Bank of Chicago dated
September 1, 1978. (Exhibit to File No. 2-62543.)
4-e *Twenty-seventh Supplemental Indenture between
Energy and The First National Bank of Chicago dated
March 1, 1979. (Exhibit to File No. 2-63753.)
4-f *Thirty-fifth Supplemental Indenture between Energy
and The First National Bank of Chicago dated March
30, 1984. (Exhibit to Energy's 1984 Form 10-K in
File No. 1-3543.)
4-g *Thirty-ninth Supplemental Indenture between Energy
and The First National Bank of Chicago dated March
15, 1987. (Exhibit to Energy's 1987 Form 10-K in
File No. 1-3543.)
4-h *Forty-first Supplemental Indenture between Energy
and The First National Bank of Chicago dated June
15, 1988. (Exhibit to Energy's 1988 Form 10-K in
File No. 1-3543.)
4-i *Forty-second Supplemental Indenture between Energy
and The First National Bank of Chicago dated August
1, 1988. (Exhibit to Energy's 1988 Form 10-K in
File No. 1-3543.)
4-j *Forty-fourth Supplemental Indenture between Energy
and The First National Bank of Chicago dated March
15, 1990. (Exhibit to Energy's 1990 Form 10-K in
File No. 1-3543.)
4-k *Forty-fifth Supplemental Indenture between Energy
and The First National Bank of Chicago dated March
15, 1990. (Exhibit to Energy's 1990 Form 10-K in
File No. 1-3543.)
4-l *Forty-sixth Supplemental Indenture between Energy
and The First National Bank of Chicago dated June
1, 1990. (Exhibit to Energy's 1991 Form 10-K in
File No. 1-3543.)
4-m *Forty-seventh Supplemental Indenture between
Energy and The First National Bank of Chicago dated
July 15, 1991. (Exhibit to Energy's 1991 Form 10-K
in File No. 1-3543.)
4-n *Forty-eighth Supplemental Indenture between Energy
and The First National Bank of Chicago dated July
15, 1992. (Exhibit to Energy's 1992 Form 10-K in
File No. 1-3543.)
4-o *Forty-ninth Supplemental Indenture between Energy
and The First National Bank of Chicago dated
February 15, 1993. (Exhibit to Energy's 1992 Form
10-K in File No. 1-3543.)
4-p *Fiftieth Supplemental Indenture between Energy and
The First National Bank of Chicago dated February
15, 1993. (Exhibit to Energy's 1992 Form 10-K in
File No. 1-3543.)
4-q *Fifty-first Supplemental Indenture between Energy
and The First National Bank of Chicago dated
February 1, 1994. (Exhibit to Energy's 1993 Form
10-K in File No. 1-3543.)
4-r *Indenture (Secured Medium-term Notes, Series A),
dated July 15, 1991, between Energy and The First
National Bank of Chicago, as Trustee. (Exhibit to
Energy's Form 10-K/A in File No. 1-3543, Amendment
No. 2, dated July 15, 1993.)
4-s *Indenture (Secured Medium-term Notes, Series B),
dated July 15, 1992, between Energy and The First
National Bank of Chicago, as Trustee. (Exhibit to
Energy's Form 10-K/A in File No. 1-3543, Amendment
No. 2, dated July 15, 1993.)
4-t *Original Indenture (First Mortgage Bonds) between
The Cincinnati Gas & Electric Company (CG&E) and
The Bank of New York (as Trustee) dated as of
August 1, 1936. (Exhibit to CG&E's Registration
Statement No. 2-2374.)
4-u *Tenth Supplemental Indenture between CG&E and The
Bank of New York dated as of July 1, 1967.
(Exhibit to CG&E's Registration Statement No. 2-
26549.)
4-v *Eleventh Supplemental Indenture between CG&E and
The Bank of New York dated as of May 1, 1969.
(Exhibit to CG&E's Registration Statement No. 2-
32063.)
4-w *Thirteenth Supplemental Indenture between CG&E and
The Bank of New York dated as of November 1, 1971.
(Exhibit to CG&E's Registration Statement No. 2-
41974.)
4-x *Fourteenth Supplemental Indenture between CG&E and
The Bank of New York dated as of November 2, 1972.
(Exhibit to CG&E's Registration Statement No. 2-
60961.)
4-y *Fifteenth Supplemental Indenture between CG&E and
The Bank of New York dated as of August 1, 1973.
(Exhibit to CG&E's Registration Statement No. 2-
60961.)
4-z *Twenty-fifth Supplemental Indenture between CG&E
and The Bank of New York dated as of December 1,
1985. (Exhibit to CG&E's 1985 Form 10-K in File
No. 1-1232.)
4-aa *Twenty-ninth Supplemental Indenture between CG&E
and The Bank of New York dated as of June 15, 1989.
(Exhibit to CG&E's June 30, 1989, Form 10-Q in File
No. 1-1232.)
4-bb *Thirtieth Supplemental Indenture between CG&E and
The Bank of New York dated as of May 1, 1990.
(Exhibit to CG&E's June 30, 1990, Form 10-Q in File
No. 1-1232.)
4-cc *Thirty-first Supplemental Indenture between CG&E
and The Bank of New York dated as of December 1,
1990. (Exhibit to CG&E's 1990 Form 10-K in File
No. 1-1232.)
4-dd *Thirty-second Supplemental Indenture between CG&E
and The Bank of New York dated as of December 15,
1991. (Exhibit to CG&E's Registration Statement
No. 33-45115.)
4-ee *Thirty-third Supplemental Indenture between CG&E
and The Bank of New York dated as of September 1,
1992. (Exhibit to CG&E's Registration Statement
No. 33-53578.)
4-ff *Thirty-fourth Supplemental Indenture between CG&E
and The Bank of New York dated as of October 1,
1993. (Exhibit to CG&E's September 30, 1993, Form
10-Q in File No. 1-1232.)
4-gg *Thirty-fifth Supplemental Indenture between CG&E
and The Bank of New York dated as of January 1,
1994. (Exhibit to CG&E's Registration Statement
No. 33-52335.)
4-hh *Thirty-sixth Supplemental Indenture between CG&E
and The Bank of New York dated as of February 15,
1994. (Exhibit to CG&E's Registration Statement
No. 33-52335.)
4-ii *Loan Agreement between CG&E and County of Boone,
Kentucky dated as of February 1, 1985. (Exhibit to
CG&E's 1984 Form 10-K in File No. 1-1232.)
4-jj *Loan Agreement between CG&E and State of Ohio Air
Quality Development Authority dated as of December
1, 1985. (Exhibit to CG&E's 1985 Form 10-K in File
No. 1-1232.)
4-kk *Loan Agreement between CG&E and State of Ohio Air
Quality Development Authority dated as of December
1, 1985. (Exhibit to CG&E's 1985 Form 10-K in File
No. 1-1232.)
4-ll *Loan Agreement between CG&E and State of Ohio Air
Quality Development Authority dated as of December
1, 1985. (Exhibit to CG&E's 1985 Form 10-K in File
No. 1-1232.)
4-mm *Repayment Agreement between CG&E and The Dayton
Power and Light Company dated as of December 23,
1992. (Exhibit to CG&E's 1992 Form 10-K in File
No. 1-1232.)
4-nn *Loan Agreement between CG&E and State of Ohio
Water Development Authority dated as of January 1,
1994. (Exhibit to CG&E's 1993 Form 10-K in File
No. 1-1232.)
4-oo *Loan Agreement between CG&E and State of Ohio Air
Quality Development Authority dated as of January
1, 1994. (Exhibit to CG&E's 1993 Form 10-K in File
No. 1-1232.)
4-pp *Loan Agreement between CG&E and County of Boone,
Kentucky dated as of January 1, 1994. (Exhibit to
CG&E's 1993 Form 10-K in File No. 1-1232.)
4-qq *Original Indenture (First Mortgage Bonds) between
The Union Light, Heat and Power Company (ULH&P) and
The Bank of New York dated as of February 1, 1949.
(Exhibit to ULH&P's Registration Statement No. 2-
7793.)
4-rr *Fifth Supplemental Indenture between ULH&P and The
Bank of New York dated as of January 1, 1967.
(Exhibit to CG&E's Registration Statement No. 2-
60961.)
4-ss *Seventh Supplemental Indenture between ULH&P and
The Bank of New York dated as of October 1, 1973.
(Exhibit to CG&E's Registration Statement No. 2-
60961.)
4-tt *Eighth Supplemental Indenture between ULH&P and
The Bank of New York dated as of December 1, 1978.
(Exhibit to CG&E's Registration Statement No. 2-
63591.)
4-uu *Tenth Supplemental Indenture between ULH&P and The
Bank of New York dated as of July 1, 1989.
(Exhibit to CG&E's June 30, 1989, Form 10-Q in File
No. 1-1232.)
4-vv *Eleventh Supplemental Indenture between ULH&P and
The Bank of New York dated as of June 1, 1990.
(Exhibit to CG&E's June 30, 1990, Form 10-Q in File
No. 1-1232.)
4-ww *Twelfth Supplemental Indenture between ULH&P and
The Bank of New York dated as of November 15, 1990.
(Exhibit to ULH&P's 1990 Form 10-K in File No. 2-
7793.)
4-xx *Thirteenth Supplemental Indenture between ULH&P
and The Bank of New York dated as of August 1,
1992. (Exhibit to ULH&P's 1992 Form 10-K in File
No. 2-7793.)
10-a *Energy Union Employees' 401(k) Savings Plan,
amended and restated October 24, 1994, effective
January 1, 1992. (Exhibit to CINergy's Form S-8,
filed October 18, 1994.)
10-b *Energy Employees' 401(k) Savings Plan, amended and
restated October 24, 1994, effective January 1,
1992. (Exhibit to CINergy's Form S-8, filed
October 18, 1994.)
10-c *CG&E Deferred Compensation and Investment Plan, as
amended, effective January 1, 1989. (Exhibit to
CINergy's Form S-8, filed August 30, 1994.)
10-d *CG&E Savings Incentive Plan, as amended, effective
January 1, 1989. (Exhibit to CINergy's Form S-8,
filed August 30, 1994.)
10-e **+Amended and Restated Employment Agreement dated
October 24, 1994, among CG&E, CINergy Corp. (an
Ohio corporation), CINergy (a Delaware
corporation), PSI Resources, Inc., Energy, and
Jackson H. Randolph.
10-f *+Amended and Restated Employment Agreement dated
July 2, 1993, among PSI Resources, Inc., Energy,
CG&E, CINergy, CINergy Sub, Inc., and James E.
Rogers, Jr. (Exhibit to CINergy's Amendment No. 3
to Form S-4, filed October 8, 1993.)
10-g *+Employment Agreement dated October 4, 1993, among
CINergy, Energy, and John M. Mutz. (Exhibit to PSI
Resources, Inc.'s September 30, 1993, Form 10-Q,
File No. 1-9941.)
10-h **+Employment Agreement dated January 1, 1995,
among CINergy, CG&E, CINergy Services, Inc.,
CINergy Investments, Inc., Energy, and William J.
Grealis.
10-i *+CINergy Stock Option Plan, adopted October 18,
1994, effective October 24, 1994. (Exhibit to
CINergy's Form S-8, filed October 19, 1994.)
10-j *+CINergy Performance Shares Plan, adopted October
18, 1994, effective October 24, 1994. (Exhibit to
CINergy's Form S-8, filed October 19, 1994.)
10-k **+CINergy Annual Incentive Plan, adopted October
18, 1994, effective October 24, 1994.
10-l *CINergy Employee Stock Purchase and Savings Plan,
adopted October 18, 1994, effective October 24,
1994. (Exhibit to CINergy's Form S-8, filed
October 19, 1994.)
10-m **Amendment to CINergy Employee Stock Purchase and
Savings Plan, adopted January 25, 1995,
retroactively effective January 1, 1995.
10-n *+CINergy Directors' Deferred Compensation Plan,
adopted October 18, 1994, effective October 24,
1994. (Exhibit to CINergy's Form S-8, filed
October 19, 1994.)
10-o **+CINergy Retirement Plan for Directors, adopted
October 18, 1994, effective October 24, 1994.
10-p **+CINergy Executive Supplemental Life Insurance
Program adopted October 18, 1994, effective October
24, 1994, consisting of Defined Benefit Deferred
Compensation Agreement, Executive Supplemental Life
Insurance Program Split Dollar Agreement I, and
Executive Supplemental Life Insurance Program Split
Dollar Agreement II.
10-q *Text of Settlement Agreement dated October 27,
1993, by and among PSI Resources, Inc., Energy,
CG&E, CINergy, IPALCO Enterprises, Inc.,
Indianapolis Power & Light Company, James E.
Rogers, John R. Hodowal, and Ramon L. Humke
(together with the exhibits and schedules thereto).
(Exhibit to PSI Resources, Inc.'s Form 8-K dated
October 27, 1993.)
10-r *+Deferred Compensation Agreement between Jackson
H. Randolph and CINergy dated January 1, 1992.
(Exhibit to CG&E's 1992 Form 10-K in File No. 1-
1232.)
10-s **+Split Dollar Insurance Agreement, effective as
of May 1, 1993, between CINergy and Jackson H.
Randolph.
10-t *+Deferred Compensation Agreement, effective as of
January 1, 1992, between CINergy and James E.
Rogers, Jr. (Exhibit to Energy's Form 10-K/A in
File No. 1-3543, Amendment No. 1, dated April 29,
1993.)
10-u *+Split Dollar Life Insurance Agreement, effective
as of January 1, 1992, between CINergy and James E.
Rogers, Jr. (Exhibit to Energy's Form 10-K/A in
File No. 1-3543, Amendment No. 1, dated April 29,
1993.)
10-v *+First Amendment to Split Dollar Life Insurance
Agreement between CINergy and James E. Rogers, Jr.
dated December 11, 1992. (Exhibit to Energy's Form
10-K/A in File No. 1-3543, Amendment No. 1, dated
April 29, 1993.)
10-w *+Energy Supplemental Retirement Plan amended and
restated December 16, 1992, retroactively effective
January 1, 1989. (Exhibit to Energy's 1992 Form
10-K in File No. 1-3543.)
10-x *+Energy Excess Benefit Plan, formerly named the
Supplemental Pension Plan, amended and restated
December 16, 1992, retroactively effective January
1, 1989. (Exhibit to Energy's 1992 Form 10-K in
File No. 1-3543.)
10-y *+Supplemental Executive Retirement Income Plan
between CG&E and certain executive officers.
(Exhibit to CG&E's 1988 Form 10-K in File No. 1-
1232.)
10-z *+Amendment to Supplemental Executive Retirement
Income Plan between CG&E and certain executive
officers. (Exhibit to CG&E's 1992 Form 10-K in
File No 1-1232.)
10-aa *+Executive Severance Agreement between CG&E and
certain executive officers. (Exhibit to CG&E's
1989 Form 10-K in File No. 1-1232.)
10-bb *+Amendment to Executive Severance Agreement
between CG&E and certain executive officers.
(Exhibit to CG&E's 1992 Form 10-K in File No. 1-
1232.)
21 *Subsidiaries of CINergy. (Exhibit to CINergy's
Form U5B, filed January 23, 1995.)
23 **Consent of Independent Public Accountants.
24 **Power of Attorney.
27 **Financial Data Schedule (included in electronic
submission only).
99-a **1994 Form 11-K Annual Report of CINergy
Directors' Deferred Compensation Plan.
99-b **1994 Form 11-K Annual Report of CINergy Employee
Stock Purchase and Savings Plan.
99-c 1994 Form 11-K Annual Report of Energy Union Employees' 401(k)
Savings Plan.
99-d 1994 Form 11-K Annual Report of Energy Employees' 401(k) Savings
Plan.
99-e 1994 Form 11-K Annual Report of CG&E Deferred Compensation and
Investment Plan.
99-f 1994 Form 11-K Annual Report of CG&E Savings Incentive Plan.
_________________________
+ Management contract, compensation plan or arrangement required to be filed
as an exhibit pursuant to Item 14(c) of Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
CINERGY CORP.
Registrant
Dated: June 28, 1995
By /s/Jackson H. Randolph
Chairman
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
Signature Title Date
Neil A. Armstrong Director
James K. Baker Director
Michael G. Browning Director
Clement L. Buenger Director
Phillip R. Cox Director
Kenneth M. Duberstein Director
John A. Hillenbrand, II Director
George C. Juilfs Director
Melvin Perelman, Ph.D. Director
Thomas E. Petry Director
John J. Schiff, Jr. Director
Van P. Smith Director
Dudley S. Taft Director
Oliver W. Waddell Director
/s/James E. Rogers Vice Chairman, President, June 28, 1995
Attorney-in-fact for all Chief Operating Officer
the foregoing persons and Director
/s/J. Wayne Leonard Group Vice President June 28, 1995
and Chief Financial Officer
(Principal Financial Officer)
/s/Jackson H. Randolph Chairman, Chief Executive June 28, 1995
Officer and Director
(Principal Executive Officer)
/s/Charles J. Winger Comptroller June 28, 1995
(Principal Accounting Officer)