SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1994 A. Full title of the Plan: THE CINCINNATI GAS & ELECTRIC COMPANY SAVINGS INCENTIVE PLAN B. Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office: CINergy Corp. 139 East Fourth Street Cincinnati, Ohio 45202 - 4003 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Members of the Savings Incentive Plan Committee have duly caused this annual report to be signed by the undersigned hereunto duly authorized. THE CINCINNATI GAS & ELECTRIC COMPANY SAVINGS INCENTIVE PLAN (Name of Plan) By /s/GEORGE H. STINSON George H. Stinson, Chairman Savings Incentive Plan Committee June 28, 1995 THE CINCINNATI GAS & ELECTRIC COMPANY SAVINGS INCENTIVE PLAN STATEMENT OF FINANCIAL CONDITION WITH FUND INFORMATION DECEMBER 31, 1994 Participant Directed CINergy Fidelity Fidelity Fidelity Common Magellan Equity-Income Intermediate Total Stock Fund Fund* Fund Bond Fund INVESTMENTS, at market Common Stock of CINergy Corp. - (Notes 3 and 7) shares: 3,816,073 $89,677,716 $63,795,421 $ - $ - $ - Fidelity Magellan Fund* - shares: 27,297 1,823,440 - 1,823,440 - - Fidelity Equity-Income Fund - shares: 203,060 6,233,933 - - 6,233,933 - Fidelity Intermediate Bond Fund - shares: 108,305 1,064,640 - - - 1,064,640 PNC Money Market Fund - 1,073,488 - - - - 99,873,217 63,795,421 1,823,440 6,233,933 1,064,640 OTHER ASSETS Cash 193,410 139,255 - - - Contribution Receivable 339,561 205,346 19,006 23,530 5,076 Accrued Income 780 562 - - - Loans Receivable from Participants 3,460,562 - - - - PARTICIPANTS' EQUITY $103,867,530 $64,140,584 $1,842,446 $6,257,463 $1,069,716 <FN> The accompanying notes are an integral part of this statement. * Fidelity Magellan Fund is a growth fund seeking long-term capital appreciation by investing primarily in common stock and securities convertible into common stock. As of March 31, 1995, the Fund had over $39 billion in net assets, consisting of the following classes: common stock and preferred stock, 96.8%; convertible preferred stocks and bonds, .2%; corporate bonds, .6%; other securities, 2.4%. THE CINCINNATI GAS & ELECTRIC COMPANY SAVINGS INCENTIVE PLAN STATEMENT OF FINANCIAL CONDITION WITH FUND INFORMATION DECEMBER 31, 1994 (continued) Non-Participant Participant Directed Directed PNC Money CINergy Market Loan Common Fund Fund Stock Fund INVESTMENTS, at market Common Stock of CINergy Corp. - (Notes 3 and 7) shares: 3,816,073 $ - $ - $25,882,295 Fidelity Magellan Fund* - shares: 27,297 - - - Fidelity Equity-Income Fund - shares: 203,060 - - - Fidelity Intermediate Bond Fund - shares: 108,305 - - - PNC Money Market Fund - 1,073,488 - - 1,073,488 - 25,882,295 OTHER ASSETS Cash - - 54,155 Contribution Receivable 6,746 - 79,857 Accrued Income - - 218 Loans Receivable from Participants - 3,460,562 - PARTICIPANTS' EQUITY $1,080,234 $3,460,562 $26,016,525 <FN> The accompanying notes are an integral part of this statement. * Fidelity Magellan Fund is a growth fund seeking long-term capital appreciation by investing primarily in common stock and securities convertible into common stock. As of March 31, 1995, the Fund had over $39 billion in net assets, consisting of the following classes: common stock and preferred stock, 96.8%; convertible preferred stocks and bonds, .2%; corporate bonds, .6%; other securities, 2.4%. THE CINCINNATI GAS & ELECTRIC COMPANY SAVINGS INCENTIVE PLAN STATEMENT OF FINANCIAL CONDITION WITH FUND INFORMATION DECEMBER 31, 1993 Participant Directed Company Fidelity Fidelity Stock Magellan Equity-Income Total Fund Fund* Fund INVESTMENTS, at market Common Stock of The Cincinnati Gas & Electric Company - (Notes 3 and 7) shares: 3,380,743 $92,970,433 $66,773,905 $ - $ - Fidelity Magellan Fund* - shares: 11,655 825,738 - 825,738 - Fidelity Equity-Income Fund - shares: 180,219 6,098,625 - - 6,098,625 Fidelity Intermediate Bond Fund - shares: 99,342 1,070,909 - - - PNC Money Market Fund - 1,817,798 451,072 26,335 57,033 102,783,503 67,224,977 852,073 6,155,658 OTHER ASSETS Cash 12,277 7,544 - 4,733 Contribution Receivable 150,946 90,364 5,285 11,437 Accrued Income 8,175 - - - Loans Receivable from Participants 2,644,347 - - - PARTICIPANTS' EQUITY $105,599,248 $67,322,885 $857,358 $6,171,828 <FN> The accompanying notes are an integral part of this statement. * Fidelity Magellan Fund is a growth fund seeking long-term capital appreciation by investing primarily in common stock and securities convertible into common stock. As of March 31, 1994, the Fund had over $33 billion in net assets, consisting of the following classes: common stock, 89.1%;preferred stock, 0.5%; corporate bonds, 2.1%; U.S. Government obligations, 5.2%; other securities, 0.7%; repurchase agreements, 2.4%. THE CINCINNATI GAS & ELECTRIC COMPANY SAVINGS INCENTIVE PLAN STATEMENT OF FINANCIAL CONDITION WITH FUND INFORMATION DECEMBER 31, 1993 (continued) Non-Participant Participant Directed Directed Fidelity PNC Money Company Intermediate Market Loan Stock Bond Fund Fund Fund Fund INVESTMENTS, at market Common Stock of The Cincinnati Gas & Electric Company - (Notes 3 and 7) shares: 3,380,743 $ - $ - $ - $26,196,528 Fidelity Magellan Fund* - shares: 11,655 - - - - Fidelity Equity-Income Fund - shares: 180,219 - - - - Fidelity Intermediate Bond Fund - shares: 99,342 1,070,909 - - - PNC Money Market Fund - 12,883 1,076,760 - 193,715 1,083,792 1,076,760 - 26,390,243 OTHER ASSETS Cash - - - - Contribution Receivable 2,585 2,232 - 39,043 Accrued Income 5,605 2,570 - - Loans Receivable from Participants - - 2,644,347 - PARTICIPANTS' EQUITY $1,091,982 $1,081,562 $2,644,347 $26,429,286 <FN> The accompanying notes are an integral part of this statement. * Fidelity Magellan Fund is a growth fund seeking long-term capital appreciation by investing primarily in common stock and securities convertible into common stock. As of March 31, 1994, the Fund had over $33 billion in net assets, consisting of the following classes: common stock, 89.1%;preferred stock, 0.5%; corporate bonds, 2.1%; U.S. Government obligations, 5.2%; other securities, 0.7%; repurchase agreements, 2.4%. THE CINCINNATI GAS & ELECTRIC COMPANY SAVINGS INCENTIVE PLAN STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1994 Participant Directed CINergy Fidelity Fidelity Common Magellan Equity-Income Total Stock Fund Fund* Fund PARTICIPANTS' EQUITY beginning of year $105,599,248 $67,322,885 $857,358 $6,171,828 CHANGES DURING PERIOD Assets transferred between plans (Note 2) (778,540) (584,175) (8,888) (55,625) Contributions (Note 5) 8,544,944 4,908,086 440,332 607,708 Dividend Income 6,202,989 4,195,952 2,636 181,989 Interest Income 309,177 112,987 12,713 36,550 Distributions to Participants (2,650,524) (1,979,453) (9,832) (94,379) Net realized and unrealized appreciation/ (depreciation) in market value of investments (13,359,764) (9,154,375) (30,215) (163,364) Investment Transfers (Note 3) - (175,974) 610,560 (235,283) Loans granted to Participants, net of repayments - (505,349) (32,218) (191,961) Net change during period (1,731,718) (3,182,301) 985,088 85,635 PARTICIPANTS' EQUITY end of year $103,867,530 $64,140,584 $1,842,446 $6,257,463 UNITS OF PARTICIPATION December 31, 1994 (including units to be distributed to Participants) Number of units Number of shares (Notes 3 and 7) 2,714,699 27,297 203,060 Value per unit, at market Market price per share (New York Stock Exchange - Composite) $23.50 $66.80 $30.70 NUMBER OF EMPLOYEES PARTICIPATING December 31, 1994 2,979 428 854 <FN> The accompanying notes are an integral part of this statement. THE CINCINNATI GAS & ELECTRIC COMPANY SAVINGS INCENTIVE PLAN STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY WITH FUND I FOR THE YEAR ENDED DECEMBER 31, 1994 (continued) Non-Participant Participant Directed Directed Fidelity PNC Money CINergy Intermediate Market Loan Common Bond Fund Fund Fund Stock Fund PARTICIPANTS' EQUITY beginning of year $1,091,982 $1,081,562 $2,644,347 $26,429,286 CHANGES DURING PERIOD Assets transferred between plans (Note 2) (13,664) 3,462 - (119,650) Contributions (Note 5) 133,578 145,552 - 2,309,688 Dividend Income 24,147 - - 1,798,265 Interest Income 44,612 53,892 - 48,423 Distributions to Participants (20,624) (20,053) - (526,183) Net realized and unrealized appreciation/ (depreciation) in market value of investments (88,506) - - (3,923,304) Investment Transfers (Note 3) (73,318) (125,985) - - Loans granted to Participants, net of repayments (28,491) (58,196) 816,215 - Net change during period (22,266) (1,328) 816,215 (412,761) PARTICIPANTS' EQUITY end of year $1,069,716 $1,080,234 $3,460,562 $26,016,525 UNITS OF PARTICIPATION December 31, 1994 (including units to be distributed to Participants) Number of units 1,073,488 3,460,562 Number of shares (Notes 3 and 7) 108,305 1,101,374 Value per unit, at market $1.00 $1.00 Market price per share (New York Stock Exchange - Composite) $9.83 $23.50 NUMBER OF EMPLOYEES PARTICIPATING December 31, 1994 393 375 686 2,979 <FN> The accompanying notes are an integral part of this statement. THE CINCINNATI GAS & ELECTRIC COMPANY SAVINGS INCENTIVE PLAN STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1993 Participant Directed Fidelity Fidelity Company Magellan Equity-Income Total Stock Fund Fund* Fund PARTICIPANTS' EQUITY beginning of year $89,550,982 $58,237,047 $176,099 $5,090,833 CHANGES DURING PERIOD Assets transferred between plans (Note 2) (3,296,904) (2,170,368) (44,896) (185,725) Contributions (Note 5) 7,615,674 4,578,280 207,162 595,187 Dividend Income 5,732,949 3,938,706 7,040 200,156 Interest Income 50,571 8,766 357 961 Distributions to Participants (3,370,361) (2,515,875) (1,284) (90,527) Net realized and unrealized appreciation/ (depreciation) in market value of investments 9,316,337 5,974,512 84,269 860,019 Investment Transfers (Note 3) - (100,581) 431,053 (153,852) Loans granted to Participants, net of repayments - (627,602) (2,442) (145,224) Net change during period 16,048,266 9,085,838 681,259 1,080,995 PARTICIPANTS' EQUITY end of year $105,599,248 $67,322,885 $857,358 $6,171,828 UNITS OF PARTICIPATION December 31, 1993 (including units to be distributed to Participants) Number of units Number of shares (Notes 3 and 7) 2,428,142 11,655 180,219 Value per unit, at market Market price per share (New York Stock Exchange - Composite) $27.50 $70.85 $33.84 NUMBER OF EMPLOYEES PARTICIPATING December 31, 1993 2,751 251 832 <FN> The accompanying notes are an integral part of this statement. THE CINCINNATI GAS & ELECTRIC COMPANY SAVINGS INCENTIVE PLAN STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY WITH FUND I FOR THE YEAR ENDED DECEMBER 31, 1993 (continued) Non-Participant Participant Directed Directed Fidelity Money Company Intermediate Market Loan Stock Bond Fund Fund Fund Fund PARTICIPANTS' EQUITY beginning of year $939,683 $1,246,981 $1,835,155 $22,025,184 CHANGES DURING PERIOD Assets transferred between plans (Note 2) (10,572) (49,819) - (835,524) Contributions (Note 5) 140,368 121,995 - 1,972,682 Dividend Income 71,276 - - 1,515,771 Interest Income 246 36,524 - 3,717 Distributions to Participants (19,540) (135,565) - (607,570) Net realized and unrealized appreciation/ (depreciation) in market value of investments 42,511 - - 2,355,026 Investment Transfers (Note 3) (54,340) (122,280) - - Loans granted to Participants, net of repayments (17,650) (16,274) 809,192 - Net change during period 152,299 (165,419) 809,192 4,404,102 PARTICIPANTS' EQUITY end of year $1,091,982 $1,081,562 $2,644,347 $26,429,286 UNITS OF PARTICIPATION December 31, 1993 (including units to be distributed to Participants) Number of units 1,817,798 2,644,347 Number of shares (Notes 3 and 7) 99,342 952,601 Value per unit, at market $1.00 $1.00 Market price per share (New York Stock Exchange - Composite) $10.78 $27.50 NUMBER OF EMPLOYEES PARTICIPATING December 31, 1993 373 308 526 2,751 <FN> The accompanying notes are an integral part of this statement. THE CINCINNATI GAS & ELECTRIC COMPANY SAVINGS INCENTIVE PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1994 and 1993 (1) Description of The Cincinnati Gas & Electric Company Savings Incentive Plan (SIP or the Plan) - The following is a brief description of the Plan. Reference is made to the Plan and the related Trust Agreement, including the defined terms, for complete information. All Weekly or Hourly Paid Employees of The Cincinnati Gas & Electric Company (CG&E), The Union Light, Heat and Power Company (ULH&P), and Lawrenceburg Gas Company (LG) are eligible to participate in the Plan upon completion of one year of service. Under the Plan, participants may defer, pursuant to Section 401(k) of the Internal Revenue Code (Code), up to 15% of base pay with a maximum of $9,240 for the year 1994. In addition, a Participant may make optional contributions to the Plan which, when combined with salary deferrals, may not exceed 15% of base pay. Salary deferrals and optional contributions may be further limited for certain highly compensated Employees by the requirements of Code Sections 401(k), 401(m), and 415. The salary deferrals and optional contributions are invested by the Trustee, as directed by each Participant, in one or more investment funds, including a CINergy Common Stock Fund. The Participant's Employer makes a matching contribution of 55% of the amount (50% prior to July 1, 1994), not exceeding 5% of base pay, contributed by each Participant. All Employer Matching Contributions must be invested by the Trustee in the CINergy Common Stock Fund. Participants are immediately vested in their salary deferrals and optional contributions. Participants are vested in the employer matching contributions after five years of vesting service, or upon death or disability. Participants are generally eligible to receive distributions of vested assets from the Plan upon termination of employment (including retirement), death or disability. Distributions are paid in a lump sum for vested benefits of $3,500 or less. Distributions are paid in a lump sum or five annual installments (at the election of the participant) for vested benefits greater than $3,500. Active participants are also eligible to apply to the Plan administrator for "hardship" withdrawals from their salary-deferral and optional contribution accounts in accordance with Plan provisions. Subject to certain limitations, Employees may apply for loans from their salary-deferral account balances. Such loans are reflected in the Loan Fund in the accompanying financial statements. Loans bear interest at the prime rate of the trustee plus 1/2%, and are repaid within five years through regular payroll deductions. The Plan is administered by the Savings Incentive Plan Committee and trusteed by PNC Bank, Ohio, N.A. Generally, administrative expenses of the Plan are paid by the Employer and are not included in the accompanying financial statements. The Plan is generally subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). In particular, the Plan is subject to the reporting, disclosure, participation, vesting, fiduciary responsibility, administration, and enforcement provisions of Title I and the termination and liability provisions of Title IV of ERISA. The funding provisions of Title I and the provisions relating to the Pension Benefit Guaranty Corporation of Title IV are not applicable to this type of defined contribution plan. CG&E expects to continue the Plan indefinitely, but its Board of Directors reserves the right to amend or terminate the Plan at any time. No amendment shall reduce retroactively the rights of Participants or permit the return to the Employer of any part of the Common Stock or other securities, obligations, deposits or cash held by the Trustee, or permit their use or diversion for any purpose other than the exclusive benefit of the Participants or their Beneficiaries. Forfeitures of participants' non-vested account balances are used to reduce CG&E's matching contributions in accordance with Plan provisions. (2) Significant Accounting Policies - Investments are stated at market value as determined by the Trustee by reference to published market data at December 31, 1994 and 1993. The market value of the Plan's investments are subject to price fluctuations in the applicable investment markets. Unrealized valuation gains and losses are reflected in the Statement of Changes in Participants' Equity. The statements are prepared on the accrual basis of accounting. Transfers of assets between the SIP and the CG&E Deferred Compensation and Investment Plan (DCIP) occur as a result of changes in Employee status between the Weekly and Hourly Paid classification and the Executive, Supervisory, Administrative and Professional classification. (3) Investments - All contributions are paid to the Trustee under the Plan. A participant may elect or change investment funds and/or the percentages in which contributions will be allocated once each quarter. All Employer Matching Contributions are invested in the CINergy Common Stock Fund. Participant Contributions and Employer Matching Contributions are made each pay period and immediately invested in the designated fund. See Note (7) for the discussion of the conversion of CG&E Common Stock held by the Plan, to CINergy Corp. common stock pursuant to CG&E's merger with PSI Resources, Inc. (4) Federal Income Tax Status - The Plan obtained its most recent determination letter in January 1995, in which the Internal Revenue Service (IRS) stated that the Plan, as designed, was in compliance with the applicable requirements of the Internal Revenue Code. The determination letter covers the amendments made to the Plan for purposes of complying with the requirements of the Tax Reform Act of 1986. Participating employees are not subject to tax on Plan income or amounts contributed by the employer until such time as such amounts are distributed to them. (5) Contributions - Contributions made by Participants and amounts contributed by each Employer during the years ended December 31, 1994 and 1993 are as follows: 1994 1993 Participants' Employers' Participants' Employers' Contributions Contributions Contributions Contributions CG&E $627,051 $7,235,758 $644,405 $6,378,729 ULH&P and LG - 624,005 - 548,552 Total $627,051 $7,917,893 $644,405 $6,971,269 Participant contributions include optional contributions, while employer contributions include salary deferrals, and employer matching contributions. (6) Participant Withdrawals - Distributions which had been requested by Participants and approved but not yet paid as of December 31, 1994 and 1993 are as follows: 1994 1993 CINergy Common Stock Fund $393,672 $515,186 Fidelity Equity-Income Fund 4,682 1,850 Fidelity Intermediate Bond Fund 488 - Money Market Fund 217 - Total $399,059 $517,036 These amounts are classified in the accompanying Statements of Financial Condition as of December 31, 1994 and 1993 as a component of Participants' Equity. (7) Merger - On October 24, 1994, PSI Resources, Inc. (Resources) was merged with CINergy Corp. (CINergy), and a subsidiary of CINergy was merged with CG&E. Each outstanding share of CG&E common stock held by the Plan at October 24, 1994 was exchanged for one share of CINergy common stock. Report of Independent Public Accountants To The Savings Incentive Plan Committee of The Cincinnati Gas & Electric Company: We have audited the accompanying statements of financial condition of THE CINCINNATI GAS & ELECTRIC COMPANY SAVINGS INCENTIVE PLAN (the Plan) as of December 31, 1994 and 1993, and the related statements of changes in participants' equity for the years then ended. These financial statements are the responsibility of the Savings Incentive Plan Committee. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. in our opinion, the financial statements referred to above present fairly, In all material respects, the financial condition of the Plan as of December 31, 1994 and 1993, and the changes in participants' equity for the years then ended, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules (Exhibits I and II) are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statements of financial condition and the statements of changes in participants' equity is presented for purposes of additional analysis rather than to present the financial condition and changes in participants' equity of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP Cincinnati, Ohio, June 16, 1995 EXHIBIT I The Cincinnti Gas & Electric Company Savings Incentive Plan Sponsor EIN: 31-0240030 Administrator EIN: 31-1070386 Plan Number: 004 Part I, Schedule G (Form 5500, Item 27a) Schedule of Assets Held for Investment Purposes at December 31, 1994 -------------------------------------------------------------------- (a) (b) (c) (d) (e) Description of investment including maturity date, rate of Identity of issue, interest, borrower, lessor, collateral, par or Current or similar party maturity value Cost value - --- ------------------ ------------------ ---- ------- * CINergy Common 3,816,073 shares; $68,479,517 $89,677,716 Stock Fund $0.01 par value; $23.50 market price per share @ 12/31/94 Fidelity Magellan Mutual fund, 1,915,521 1,823,440 Fund primarily common stock; 27,297 shares; $66.80 net asset value @ 12/31/94 Fidelity Mutual fund, 6,644,065 6,233,933 Equity-Income Fund primarily equity securities; 203,060 shares; $30.70 net asset value @ 12/31/94 Fidelity Mutual fund, 1,135,573 1,064,640 Intermediate primarily Bond Fund fixed-income obligations; 108,305 shares; $9.83 net asset value @ 12/31/94 ** PNC Money Market Mutual fund, money 1,073,488 1,073,488 Fund market instruments; 1,073,488 units; $1.00 net asset value @ 12/31/94 Participant loans 7% - 9 1/2% 0 3,460,562 * The Cincinnati Gas & Electric Company, as employer having employees covered by the plan, is a party-in-interest. ** PNC, as Trustee, is a party-in-interest. Exhibit II The Cincinnati Gas & Electric Company Deferred Compensation and Investment Plan Sponsor EIN: 31-0240030 Administrator EIN: 31-1070386 Plan Number: 004 Part V, Schedule G (Form 5500, Item 27d) Schedule of Reportable Transactions For the Year Ended December 31, 1994 ------------------------------------ Total Total Total Dollar Total Dollar Identity of Number of Number Value of Value of Net Loss Securities Purchases of Sales Purchases Sales on Sales - ----------- --------- -------- ------------ ------------ -------- CINergy Corp. Common Stock Fund 47 123 $13,598,411 $4,787,444 $823,853 Exhibit 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report dated June 16, 1995 included in this Annual Report on Form 11-K for the year ended December 31, 1994 of The Cincinnati Gas & Electric Company Savings Incentive Plan, into its previously filed Registration Statement No. 33-55293. ARTHUR ANDERSEN LLP Cincinnati, Ohio, June 16, 1995