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
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) 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, OH 45202
(Address of principal executive offices)
FINANCIAL STATEMENTS AND EXHIBITS
Page No.
(a) Financial Statements
Report of Independent Public Accountants
Statement of Financial Condition as of December 31, 1995
Statement of Financial Condition as of December 31, 1994
Statement of Income and Other Changes in Plan Equity
for the Year Ended December 31, 1995
Notes to Financial Statements
Financial Statement Schedules (As Required By The Employee
Retirement Income Security Act)
Schedule I - Schedule of Assets Held For Investment
Purposes - December 31, 1995
Schedule II - Schedule of Reportable Transactions
for the year ended December 31, 1995
(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 (the Plan) as of December
31, 1995 and 1994, and the related statement of income and other changes in
plan equity for the year ended December 31, 1995. 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,
1995 and 1994, and the results of its operations and changes in plan equity
for the year ended December 31, 1995, 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. Schedules I and II are presented for
the purpose 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 statement of income and other
changes in plan equity is presented for purposes of additional analysis rather
than to present the financial condition and income and other changes in plan
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
Indianapolis, Indiana,
June 7, 1996.
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1995
Participant Directed
Aggressive Money
Equity Conservative Balanced Bond Market Participant
Fund Equity Fund Fund Fund Fund Stock Fund Loan Fund
ASSETS
Investments $8,135,395 $4,430,746 $2,262,179 $391,416 $4,712,320 $12,728,121 $795,727
Contributions
receivable
Participants 55,660 27,193 17,957 3,745 28,489 21,905 -
PSI Energy, Inc. - - - - - - -
55,660 27,193 17,957 3,745 28,489 21,905 -
NET ASSETS $8,191,055 $4,457,939 $2,280,136 $395,161 $4,740,809 $12,750,026 $ 795,727
PLAN EQUITY $8,191,055 $4,457,939 $2,280,136 $395,161 $ 4,740,809 $12,750,026 $795,727
<FN>
The accompanying notes are an integral part of these financial statements.
<PAGE
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1995
(Continued)
Non-Participant
Directed___
Participant Total
Stock Fund Funds____
ASSETS
Investments $10,150,350 $43,606,254
Contributions
receivable
Participants - 154,949
PSI Energy, Inc. 772,872 772,872
772,872 927,821
NET ASSETS $10,923,222 $44,534,075
PLAN EQUITY $10,923,222 $44,534,075
<FN>
The accompanying notes are an integral part of these financial statements.
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF INCOME AND OTHER CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1995
Participant Directed_________________________________
Aggressive Money
Equity Conservative Balanced Bond Market Participant
Fund Equity Fund Fund Fund Fund Stock Fund Loan Fund_
Investment income
Interest $ - $ - $ - $ - $ - $ - $ 50,779
Dividends 465,580 244,713 61,711 25,177 247,426 686,832 -
Net realized and
unrealized
appreciation of assets 1,531,111 722,085 265,202 32,360 - 2,880,417 -
1,996,691 966,798 326,913 57,537 247,426 3,567,249 50,779
Contributions
Participants 1,360,286 672,350 471,615 90,739 734,935 502,243 -
PSI Energy, Inc. - - - - - - -
Rollovers 6,064 - - - - - -
Transfers (to)/from
Employees' 401(k)
Savings Plan, net 5,385 1,408 (6,600) (4,393) (20,189) (16,147) (7,165)
Withdrawals (183,000) (73,046) (49,153) (55,925) (284,361) (562,774) (4,654)
1,188,735 600,712 415,862 30,421 430,385 (76,678) (11,819)
Transfers between
funds (44,849) 163,108 (132,379) (31,878) (75,844) 84,074 59,173
Income and other changes
in Plan equity for
the year 3,140,577 1,730,618 610,396 56,080 601,967 3,574,645 98,133
Plan equity at beginning
of the year 5,050,478 2,727,321 1,669,740 339,081 4,138,842 9,175,381 697,594
Plan equity at end of
the year $8,191,055 $4,457,939 $2,280,136 $ 395,161 $4,740,809 $12,750,026 $795,727
<FN>
The accompanying notes are an integral part of these financial statements.
PSI ENERGY, INC.
UNION EMPLOYEES' 401(k) SAVINGS PLAN
STATEMENT OF INCOME AND OTHER CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1995
(Continued)
Non-Participant
Directed____
Total
Stock Fund Funds____
Investment income
Interest $ - $ 50,779
Dividends 487,914 2,219,353
Net realized and
unrealized
appreciation of assets 2,130,887 7,562,062
2,618,801 9,832,194
Contributions
Participants - 3,832,168
PSI Energy, Inc. 2,363,091 2,363,091
Rollovers - 6,064
Transfers (to)/from
Employees' 401(k)
Savings Plan, net (14,146) (61,847)
Withdrawals (136,400) (1,349,313)
2,212,545 4,790,163
Transfers between
funds (21,405) -
Income and other changes
in Plan equity for
the year 4,809,941 14,622,357
Plan equity at beginning
of the year 6,113,281 29,911,718
Plan equity at end of
the year $10,923,222 $ 44,534,075
<FN>
The accompanying notes are an integral part of these financial statements.
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. (PSI) who meet
minimum age and service requirements. The Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974 (ERISA). The
administrative expenses of the Plan are paid by PSI. Further details of the
Plan are provided in the Summary Plan Description which has been distributed
to all Plan participants.
The Trustee of the Plan for 1995 was U.S. Trust Company of California, N.A.
(U.S. Trust). Effective April 1, 1996, two trustees are used by the Plan.
U.S. Trust serves as trustee of Cinergy Corp. (Cinergy) common stock, and
Fidelity Management Trust Company (FMTC) serves as trustee of the remaining
assets of the Plan. There is an agreement between U.S. Trust and FMTC whereby
U.S. Trust will have sole responsibility to vote the shares of Cinergy common
stock and FMTC will execute purchases and sales of Cinergy common stock.
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 withdrawals received
but not yet processed by the Plan have not been reflected in the financial
statements and total $16,102 for 1995 and $2,600 for 1994.
Note C - Income Tax Status:
On November 14, 1995, PSI received a determination letter verifying that the
Plan, as designed, 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). Management believes the Plan is being operated in
compliance with the applicable requirements of the Code.
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 (PSI contributions) and Incentive
Matching Account (PSI 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 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 PSI, 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 1995 is $9,240). The Plan also permits
participants to make After-Tax Contributions to the Plan. Participants may
contribute a maximum of 10% of base pay to their Deferred Compensation Account
and a maximum of 10% of base pay to their After-Tax Contribution Account. 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 PSI
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
Cinergy 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 Cinergy 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.
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 PSI, 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 PSI, with the principal purpose of matching or exceeding the
performance of a recognized index of stocks or securities.
- - Balanced Fund
The Balanced Fund invests in equities, bonds and short-term instruments, or
mutual funds or pooled funds investing in such securities, as determined by
PSI, 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
The Bond Fund invests 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 or mutual funds or
pooled funds investing in such securities, as determined by PSI, with the
principal purpose of seeking current income consistent with the preservation
of capital.
- - 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 or
mutual funds or pooled funds investing in such securities, as determined by
PSI. The purpose of the Fund is to seek high money market yields while
maintaining preservation of capital.
- - Stock Fund
The Stock Fund invests primarily in common stock of Cinergy, the parent
company of PSI. (See Note H.)
PSI contributions - PSI provides a discretionary matching contribution as
determined by PSI'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 PSI's Board of Directors with
respect to each plan year. Matching contributions are vested immediately.
All PSI 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, PSI's Board of Directors approved an increase in
the matching contribution and also approved an incentive matching contribution
if PSI meets certain goals established by the PSI Board. The matching and
incentive matching funds contributed after January 1, 1992, must remain in the
Stock Fund until the participant reaches age 55 and are shown on the Statement
of Financial Condition and Statement of Income and Other Changes in Plan
Equity as "Non-Participant Directed" funds.
The number of Plan participants invested in each fund was as follows:
December 31,
1995 1994
Aggressive Equity Fund 997 969
Conservative Equity Fund 683 649
Balanced Fund 388 387
Bond Fund 158 155
Money Market Fund 727 735
Stock Fund 1,589 1,601
Note E - Investments:
The fair value of individual investments that represent 5% or more of the
Plan's total net assets as of December 31, 1995 and 1994, are as follows:
1995 1994
Aggressive Equity Fund
Fidelity Magellan Fund $ 8,191,055 $5,050,478
Conservative Equity Fund
Fidelity Equity-Income Fund 4,457,939 2,727,321
Balanced Fund
Fidelity Asset Manager Fund 2,280,136 1,669,740
Money Market Fund
Fidelity Retirement Money Market 4,740,809 4,138,842
Stock Fund
Cinergy Corp. Common Stock
- Participant Directed 12,750,026 9,175,381
- Non-Participant Directed 10,923,222 6,113,281
Note F - Contributions Receivable:
Amounts include contributions made in the month subsequent to the date of the
financial statements of $221,106 and $185,346 for 1995 and 1994, respectively,
and the incentive matching contribution of $706,715 and $616,066 for 1995 and
1994, respectively.
Note G - Party-in-Interest and Reportable Transactions:
Transactions in Cinergy common stock qualify as party-in-interest
transactions, since Cinergy is the parent company of PSI, the employer of
employees covered by the Plan. In addition, all transactions involving the
mutual funds are party-in-interest transactions, since Fidelity Investments
manages the funds and is the recordkeeper for the Plan.
See Schedule II for a Summary of Reportable Transactions.
Note H - 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.
Note I - Reorganization of Plan Sponsor's Parent:
In October 1994, PSI Resources, Inc. (Resources), parent company of PSI, and
The Cincinnati Gas & Electric Company effected a corporate reorganization
which resulted in a newly formed corporation named Cinergy Corp. Cinergy is a
registered holding company under the Public Utility Holding Company Act of
1935. PSI is an operating subsidiary of Cinergy. Pursuant to the
reorganization, each outstanding share of common stock of Resources in the
Stock Fund was exchanged for 1.023 shares of Cinergy common stock, $.01 par
value.
Note J - Reconciliation of Financial Statements to Form 5500:
The following is a reconciliation of Plan equity per the financial statements
to net assets per the Form 5500:
December 31, 1995
Plan equity per financial statements $44,534,075
Amounts allocated to withdrawing
participants (16,102)
Net assets per Form 5500 $44,517,973
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Year ended
December 31, 1995
Withdrawals per financial statements $1,349,313
Add: Amounts allocated to withdrawing
participants at December 31, 1995 16,102
Benefits paid to participants per Form 5500 $1,365,415
Amounts allocated to withdrawing participants are recorded on the Form 5500
for distributions that have been processed and approved for payment prior to
December 31 but not yet paid as of that date.
Note K - Plan Termination:
Although it has not expressed any intent to do so, PSI has the right under the
Plan to discontinue its contributions at any time and to terminate the Plan
subject to the provisions of ERISA.
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, 1995
Approximate
Market Value
Investment Shares Cost Amount %
Aggressive Equity Fund
*Fidelity Magellan Fund 94,619.617 $ 6,679,978 $ 8,135,395 18.6
Conservative Equity Fund
*Fidelity Equity-
Income Fund 116,813.771 3,630,320 4,430,746 10.2
Balanced Fund
*Fidelity Asset Manager
Fund 142,724.250 2,092,330 2,262,179 5.2
Bond Fund
*Fidelity U.S. Bond
Index Fund 35,745.743 381,766 391,416 .9
Money Market Fund
*Fidelity Retirement
Money Market - 4,712,320 4,712,320 10.8
Stock Fund
*Cinergy Corp.
Common Stock,
$.01 Par Value
- Participant Directed 415,612.099 7,716,256 12,728,121 29.2
- Non-Participant
Directed 331,439.989 7,466,635 10,150,350 23.3
Participant Loan Fund - 795,727 795,727 1.8
Interest 7.15%-7.85%
TOTAL INVESTMENTS $33,475,332 $43,606,254 100.0
<FN>
*Denotes a party-in-interest transaction
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, 1995
Current Value Net
Number of Purchase Selling Book Value of Asset on Realized
Transactions Price Price of Asset Sold Transaction Date Gain/(Loss)
Purchases
* Cinergy Stock Fund 56 $4,157,733 $ - $ - $4,157,733 $ -
* Fidelity Magellan Fund 103 2,211,494 - - 2,211,494 -
* Fidelity Retirement Money
Market Fund 81 1,241,017 - - 1,241,017 -
Sales
* Cinergy Stock Fund 37 - 890,796 652,129 890,796 238,667
* Fidelity Magellan Fund 61 - 612,601 503,650 612,601 108,951
* Fidelity Retirement Money
Market Fund 49 - 641,001 641,001 641,001 -
<FN>
* Denotes a party-in-interest transaction.
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.
PSI ENERGY, INC. UNION EMPLOYEES' 401(k)
Date: June 27, 1996 SAVINGS PLAN
(The Plan)
Jerry W. Liggett
(Jerry W. Liggett,
Plan Administrator)
EXHIBIT 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference of our report, dated June 7, 1996 included in this Annual Report
on Form 11-K for the year ended December 31, 1995 of the PSI Energy, Inc.
Union Employees' 401(k) Savings Plan, into Cinergy Corp.'s previously filed
Registration Statement File No. 33-56067.
ARTHUR ANDERSEN LLP
Indianapolis, Indiana,
June 24, 1996.