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, 1995
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 1-11377
CINERGY CORP. EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN
(Full title of the plan)
CINERGY CORP.
(Name of issuer of the securities held pursuant to the plan)
139 East Fourth Street
Cincinnati, Ohio 45202
(Address of principal executive offices)
FINANCIAL STATEMENTS AND EXHIBITS
Page No.
Financial Statements
Report of Independent Public Accountants
Statements of Financial Condition as of
December 31, 1995 and 1994
Statements of Income and Other Changes in Plan Equity
for the Years Ended December 31, 1995, 1994, and 1993
Notes to Financial Statements
Financial Statement Schedules:
Schedules I, II, and III are not applicable
Signatures
Exhibits
1) Consent of Independent Public Accountants
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of
the Cinergy Corp. Employee Stock
Purchase and Savings Plan:
We have audited the accompanying statements of financial condition of the
CINERGY CORP. EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN as of December 31, 1995
and 1994, and the statements of income and other changes in plan equity for
each of the three years in the period ended December 31, 1995. These
financial statements are the responsibility of the Plan Administrator. 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 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,
1995 and 1994, and the results of its operations and changes in plan equity
for each of the three years in the period ended December 31, 1995, in
conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Cincinnati, Ohio,
March 15, 1996.
CINERGY CORP. EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN
STATEMENTS OF FINANCIAL CONDITION
December 31
1995 1994
Cash (Purchase Savings Accounts) (Note C) $5 133 767 $368 068
Plan Equity $5 133 767 $368 068
The accompanying notes are an integral part of these financial statements.
CINERGY CORP. EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN
STATEMENTS OF INCOME AND OTHER CHANGES IN PLAN EQUITY
1995 1994 1993
Interest income (Purchase
Savings Accounts) (Note C) $ 158 301 $ 24 426 $ 29 807
Contributions from participants
(Note C) 4 840 051 1 327 538 1 245 118
Purchases of common stock,
terminations, and
withdrawals (Note E) (232 653) (2 674 994) (58 699)
Income and other changes in Plan
equity for the period 4 765 699 (1 323 030) 1 216 226
Plan equity at beginning of the
period 368 068 1 691 098 474 872
Plan equity at end of the period $5 133 767 $ 368 068 $1 691 098
The accompanying notes are an integral part of these financial statements.
CINERGY CORP. EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Note A - Plan Description
On October 18, 1994, the board of directors of Cinergy Corp. (Cinergy or
Company) adopted, and the holders of Cinergy's common stock (Common Stock)
approved, the Cinergy Corp. Employee Stock Purchase and Savings Plan (the
Plan) for the benefit of eligible employees (see the Plan prospectus for
eligibility criteria) of Cinergy and its subsidiaries. Under the Plan,
eligible employees may be granted stock options within the meaning of Section
423 of the Internal Revenue Code of 1986 (Code), as amended, to purchase
Common Stock. In conjunction with the merger of PSI Resources, Inc., (PSI)
with and into the Company on October 24, 1994, the PSI Resources, Inc.
Employee Stock Purchase and Savings Plan (the PSI Plan) was merged into the
Plan. The PSI Plan contained provisions substantially similar to the Plan.
The administrative expenses of the Plan are paid by the Company. Further
details of the Plan are provided in the Plan prospectus which has been
distributed to all Plan participants.
Note B - Accounting Principles
The accounts of the Plan are maintained on an accrual basis. Activity and
balances related to the PSI Plan are reflected in the financial statements as
though the PSI Plan has always been part of the Plan.
Note C - Investment Program
Under the Plan, after-tax funds withheld from a participant's compensation
during a 26-month offering period are deposited in an interest-bearing account
(Purchase Savings Account) in the participant's name, either in a bank (the
Bank) selected by the Company or in such an account maintained by the Company,
as determined by the Plan's administration committee. Interest will be paid
by the Bank or the Company at a rate at least equal to the rate a bank would
pay on a regular statement savings account or at a comparable rate if paid by
the Company. The amounts deposited in the Purchase Savings Account, plus
interest paid thereon, will equal the total dollar amount the eligible
employee may apply toward the purchase of shares of Common Stock pursuant to
the Plan. At the end of the offering period, each participant specifies the
portion of the Purchase Savings Account to be applied to the purchase of
Common Stock at a previously established purchase price. Funds not used to
purchase Common Stock, including any interest earned over the 26-month period,
are returned to the participant.
Under the Plan, the purchase price of each share of Common Stock is equal to
the fair market value of a share of Common Stock on the first date of the
offering period, less 5%. The fair market value of a share of Common Stock is
the average of the high and low sales prices of a share of Common Stock as
reported in the New York Stock Exchange Composite Transactions published in
The Wall Street Journal for such date or, if no trading occurs on such date,
the last date on which trading occurred.
The second offering under the PSI Plan allowed for the purchase of PSI's
common stock at $18.05 per share on October 31, 1994. With respect to the
second offering, an interim distribution was completed in February 1994 as a
result of the PSI shareholder approval of the Cinergy merger in November 1993.
The shareholder approval constituted a change in control under the Plan (see
Note F below and the Plan prospectus for further details). Eligible employees
purchased 71,188 shares of common stock at $18.05 per share on February 2,
1994, as a result of the interim distribution. The second offering period
concluded October 31, 1994, after which the accumulated balance of $1,308,797
was used to purchase Common Stock or distributed in cash to participants. A
total of 66,548 shares, valued at $1,174,168, were purchased by participants
with the remaining $134,629 distributed in cash. The final option price to
purchase Common Stock, adjusted for the merger conversion ratio of 1.023, was
$17.644 per share. The initial offering under the Plan is a continuation of
the third offering period under the PSI Plan. The share price established for
this offering, which began November 1, 1994, for PSI Energy, Inc. employees
and February 1, 1995, for The Cincinnati Gas & Electric Company employees, is
$21.7312. The initial offering is deemed to have commenced on the first day
of the third offering period under the PSI Plan and will end on December 31,
1996.
The number of employees enrolled in the Plan at December 31, 1995, 1994, and
1993, were 2,943, 1,065, and 721, respectively. Employees of The Cincinnati
Gas & Electric Company became eligible for participation in the Plan in
February 1995.
Note D - Income Tax Status
The Plan is not regarded as an "employee benefit plan" under Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended (ERISA), and,
therefore, is not subject to ERISA.
The Plan is intended to qualify as an employee stock purchase plan under
Section 423 of the Internal Revenue Code of 1986, as amended (Code). Amounts
withheld from a participant's compensation for deposit in the participant's
Purchase Savings Account are from after-tax dollars. Interest on the Purchase
Savings Account is taxable to the participant in the year earned. Dividends
paid after the shares are purchased are taxable to the participant in the year
received.
Gains or losses on sales of Common Stock purchased pursuant to the Plan must
be reported to the Internal Revenue Service by the participant in the year of
sale. Gains and losses may be characterized as ordinary or capital, as
further described herein.
Capital losses are available for offset against any capital gains, and in
addition, any excess capital losses, whether long- or short-term, are allowed
to offset up to $3,000 of ordinary income. Excess capital losses can be
carried over to offset income in future years, subject to the same
limitations.
Section 423 of the Code imposes a holding period of two (2) years from the
commencement of the offering period and one (1) year from the date of
purchase. If the holding period is met, then the difference between the
purchase price and the lesser of the fair market value of the Common Stock (i)
on the first day of the offering period, or (ii) on the date of sale, is taxed
as ordinary income in the year the Common Stock is sold. Any remaining gain
is taxed as long-term capital gain. If the Common Stock is sold for less than
the purchase price, the participant has a long-term capital loss.
If the holding period is not met, then the difference between the purchase
price and the fair market value at the time of purchase is taxed as ordinary
income. The difference between the amount received upon disposition and the
purchase price plus the amount of ordinary income is a capital gain or loss.
Note E - Purchases of Common Stock, Terminations, and Withdrawals
A participant may at any time, before the end of an offering period, terminate
participation in the Plan. Upon termination, all funds, including interest,
in the participant's Purchase Savings Account are returned to the participant
without penalty. Requests for termination received but not yet processed by
the Plan or reflected in the financial statements totaled $2,826 at December
31, 1993. There were no outstanding termination requests at the end of each
1994 and 1995.
If a participant's employment with the Company or its subsidiaries is
terminated, all funds, including interest, in the participant's Purchase
Savings Account are returned to the participant. If termination is due to
retirement, the participant may purchase all or fewer than all of the shares
of Common Stock which may be purchased with the funds then on deposit in the
participant's Purchase Savings Account within three months from the date of
retirement but not later than the last day of the offering period. Funds not
applied to purchase Common Stock are returned to the participant.
If termination is due to death, the participant's legal representative or
beneficiary may purchase all or fewer than all of the shares of Common Stock
which may be purchased with the funds then on deposit in the participant's
Purchase Savings Account within 12 months of the participant's death but not
later than the last day of the offering period. Funds not applied to purchase
Common Stock will be paid to the participant's legal representative or
beneficiary.
Note F - Change in Control, Amendment, and Termination
In the event of a "change in control" of Cinergy as defined in the Plan
prospectus, each participant has the right within three months from the
"change in control" or the purchase date (as defined in the Plan prospectus),
whichever is earlier, to elect to purchase all or fewer than all of the
eligible shares.
Cinergy, at any time by action of its board of directors, may alter, amend,
modify, revoke, or terminate the Plan in whole or in part, or alter or amend
any and all terms of participation in an offering made under the Plan, except
with respect to provisions related to a "change in control" of the Company for
a three-year period following such "change in control".
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of
1934, the Plan Committee has duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
CINERGY CORP. EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN
(The Plan)
Date: April 19, 1996
Van P. Smith
(Chairman, Compensation
Committee)
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 Cinergy Corp.'s
previously filed Registration Statement File No. 33-56091.
ARTHUR ANDERSEN LLP
Cincinnati, Ohio,
April 19, 1996.