SEC Info - Cilcorp Inc - ‘10-K/A’ for 12/31/93

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Cilcorp Inc – ‘10-K/A’ for 12/31/93

As of: Thursday, 7/14/94 · For: 12/31/93 · Accession #: 762129-94-28 · File #: 1-08946

  As Of                Filer                Filing    For·On·As Docs:Size

 7/14/94  Cilcorp Inc                       10-K/A     12/31/93    1:33K

Amendment to Annual Report — Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Amend 93 Cilcorp 10K Ese Emp Svgs Plan                18     73K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Loan Fund Plan, The The Plan
1	1st Page - Filing Submission
15	Loan Fund
16	The Plan

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION          
Washington, DC  20549     
FORM 10-K/A     

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)             
OF THE SECURITIES EXCHANGE ACT OF 1934      
For the Fiscal Year ended December 31, 1993     

OR      

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)               
OF THE SECURITIES EXCHANGE ACT OF 1934      
For the Transition period from ........ to ........               

Commission              Registrant; State of Incorporation;                     
File Number               Address; and Telephone Number                         

1-8946                        CILCORP Inc.                                  
(An Illinois Corporation)     
300 Hamilton Blvd, Suite 300    
Peoria, Illinois  61602   
(309) 675-8810    

IRS Employer Identification No. 37-1169387                                      

Securities registered pursuant to Section 12(b) of the Act:                     

Name of each exchange  on which registered                                      
New York and Chicago                                                            

Title of each class so registered                                               
CILCORP Inc. Common stock, no par value                                         

Securities registered pursuant to Section 12(g) of the Act:                     
None                                

Indicate by check mark whether the Registrants (1) have filed                   
all reports required to be filed by Section 13 or 15(d) of                      
the Securities Exchange Act of 1934 during the preceding 12                     
months (or for such shorter period that the Registrants were                    
required to file such reports), and (2) have been subject to                    
such filing requirements for the past 90 days.                                  
Yes      X             No           

Indicate by check mark if disclosure of delinquent filers                       
pursuant to Item 405 of Regulation S-K is not contained                         
herein, and will not be contained, to the best of                               
registrant's knowledge, in definitive proxy or information                      
statements incorporated by reference in Part III of this Form                   
10-K or any amendment to this Form 10-K.  (X)                                   

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At March 11, 1994, the aggregate market value of the voting                     
stock of CILCORP Inc. (CILCORP) held by nonaffiliates was                       
approximately $435 million.  On that date, 13,035,756 common                    
shares (no par value) were outstanding.                                         

At March 15, 1994, the aggregate market value of the voting                     
stock of Central Illinois Light Company (CILCO) held by                         
nonaffiliates was approximately $60 million.  The voting                        
stock of CILCO consists of its preferred stock.  On that                        
date, 13,563,871 shares of CILCO's common stock, no par                         
value, were issued and outstanding and privately held,                          
beneficially and of record, by CILCORP Inc.                                     

DOCUMENTS INCORPORATED BY REFERENCE 

CILCORP Inc.'s Proxy Statement dated March 21, 1994, in                         
connection with its Annual Meeting which was held on April                      
26, 1994, is incorporated into Part I and Part III hereof.                      

Central Illinois Light Company's Proxy Statement dated March                    
28, 1994, in connection with its Annual Meeting which was                       
held on April 26, 1994, is incorporated into Part I and Part                    
III hereof.                                                                     

The undersigned registrant hereby amends its Annual Report                      
for 1993 on Form 10-K to supply the information, financial                      
statements and exhibits required by Form 11-K with respect to                   
the Employees' Savings Plan of Central Illinois Light                           
Company.                                                                        

Pursuant to the requirements of the Securities Exchange Act                     
of 1934, the registrant has duly caused this amendment to be                    
signed on its behalf by the undersigned, thereunto duly                         
authorized.                                                                     

    CILCORP Inc.
        --------------------------------
    (Registrant)

By    R. O. Viets     
        --------------------------------
                R. O. Viets, President and
             Chief Executive Officer

July 13, 1994                                                                   

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CILCORP Inc.  
Exhibit Index to Annual Report on Form 10-K for 1993              

Exhibit                                                                       
No.                           Description                                 
-------                         -----------                                   

(a) 3.   Exhibits                                                               

*(3)   Articles of Incorporation (Designated in Form 10-K                   
for the year ended December 31, 1991, File No. 1-8946, as                       
Exhibit (3)).                                                                   

*(3)a  By-laws as amended December 4, 1990 (Designated in                   
Form 10-K for the year ended December 31, 1990, File No.                        
1-8946, as Exhibit (3)a).                                                       

*(4)   Indenture of Mortgage and Deed of Trust between                      
Illinois Power Company and Bankers Trust Company, as Trustee,                   
dated as of April 1, 1933, Supplemental Indenture between the                   
same parties dated as of June 30, 1933, Supplemental                            
Indenture between the Company and Bankers Trust Company, as                     
Trustee, dated as of July 1, 1933 and Supplemental Indenture                    
between the same parties dated as of January 1, 1935,                           
securing First Mortgage Bonds, and indentures supplemental to                   
the foregoing through January 1, 1993.  (Designated in                          
Registration No. 2-1937 as Exhibit B-1, in Registration No.                     
2-2093 as Exhibit B-1(a), in Form 8-K for April 1940, File                      
No. 1-2732-2, as Exhibit A, in Form 8-K for December 1949,                      
File No. 1-2732-2, as Exhibit A, in Form 8-K for December                       
1951, File No. 1-2732, as Exhibit A, in Form 8-K for July                       
1957, File No. 1-2732, as Exhibit A, in Form 8-K for July                       
1958, File No. 1-2732, as Exhibit A, in Form 8-K for March                      
1960, File No. 1-2732, as Exhibit A, in Form 8-K for                            
September 1961, File No. 1-2732, as Exhibit B, in Form 8-K                      
for March 1963, File No. 1-2732, as Exhibit A, in Form 8-K                      
for February 1966, File No. 1-2732, as Exhibit A, in Form 8-K                   
for March 1967, File No. 1-2732, as Exhibit A, in Form 8-K                      
for August 1970, File No. 1-2732, as Exhibit A, in Form 8-K                     
for September 1971, File No. 1-2732, as Exhibit A, in Form                      
8-K for September 1972, File No. 1-2732, as Exhibit A, in                       
Form 8-K for April 1974, File No. 1-2732, as Exhibit 2(b), in                   
Form 8-K for June 1974, File No. 1-2732, as Exhibit A, in                       
Form 8-K for March 1975, File No. 1-2732, as Exhibit A, in                      
Form 8-K for May 1976, File No. 1-2732, as Exhibit A, in Form                   
10-Q for the quarter ended June 30, 1978, File No. 1-2732, as                   
Exhibit 2, in Form 10-K for the year ended December 31, 1982,                   
File No. 1-2732, as Exhibit (4)(b), in Form 8-K dated January                   
30, 1992, File No. 1-2732, as Exhibit (4) and in Form 8-K                       
dated January 29, 1993, File No. 1-2732, as Exhibit (4).)                       

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*(4)a   Supplemental Indenture dated August 1, 1993.                          

(10)    CILCO Executive Deferral Plan as amended through                      
February 22, 1994.                                                              

*(10)a  Executive Deferral Plan II (Designated in Form 10-K                   
for the year ended December 31, 1989, File No. 1-8946, as                       
Exhibit (10)b).                                                                 

*(10)b  Economic Value Added Incentive Compensation Plan                      
(Designated in Form 10-K for the year ended December 31,                        
1989, File No. 1-8946, as Exhibit (10)c).                                       

*(10)c  CILCO Compensation Protection Plan (Designated in                     
Form 10-K for the year ended December 31, 1990, File No.                        
1-8946, as Exhibit (10)d).                                                      

*(10)d  CILCO Benefit Replacement Plan (Designated in Form                    
10-K for the year ended December 31, 1991, File No. 1-8946,                     
as Exhibit (10)e).                                                              

*(10)e  Deferred Compensation Stock Plan (Designated in Form                  
10-K for the year ended December 31, 1991, File No. 1-8946,                     
as Exhibit (10)f).                                                              

*(10)f  Shareholder Return Incentive Compensation Plan                        
(included as part of Company's definitive proxy in 1993                         
Anuual Meeting of Stockholders, filed with the Commission on                    
March 26,1993.)                                                                 

(12)   Computation of Ratio of Earnings to Fixed Charges                    

*(13)   Annual Report to Security Holders                                     

(24)   Consent of Arthur Andersen & Co.                                     

(25)   Power of Attorney                                                    

(28)   Form 11-K for Employees' Savings Plan of Central                     
Illinois Light Company                                                          

(28)   Form 11-K for Profit Sharing Plan of Environmental                   
Science & Engineering, Inc. Company                                             

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**(b)    Reports on Form 8-K                                                    

A Form 8-K was filed on December 17, 1993, to                 
disclose an agreement between CILCO and one of its largest                      
customers to develop a cogeneration plant.                                      

A Form 8-K was filed on December 31, 1993, to                 
disclose CILCORP Inc., through its wholly-owned subsidiary,                     
CILCORP Investment Management Inc., (CIM), acquired a 40%                       
partnership interest in a McDonnell Douglas MD-11F cargo                        
plane through a leveraged lease transaction.  The plane will                    
be leased to a U. S. corporation which will use it in its                       
fleet operations.                                                               

A Form 8-K was filed on January 14, 1994, to                  
disclose CILCO's filing with the Illinois Commerce Commission                   
(ICC) to increase gas base rates.                                               

*These exhibits have been previously filed with the                         
Securities and Exchange Commission (SEC) as exhibits to                         
registration statements or to other filings of CILCO with the                   
SEC and are incorporated herein as exhibits by reference.                       
The file number and exhibit number of each such exhibit                         
(where applicable) are stated in the description of such                        
exhibit.                                                                        

***Pursuant to Paragraph (b)(4)(iii)(A) of Item 601 of                          
Regulation S-K, the Company has not filed as an exhibit to                      
this Form 10-K any instrument with respect to long-term debt                    
as the total amount of securities authorized thereunder does                    
not exceed 10 percent of the total assets of the Company and                    
its subsidiaries on a consolidated basis, but hereby agrees                     
to furnish to the SEC on request any such instruments.                          

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON 25, D.C. 

FORM 11-K 

ANNUAL REPORT 

Pursuant to Section 15 (d) of the 
Securities Exchange Act of 1934 

(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                                   

____ TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE                        
SECURITIES EXCHANGE ACT OF                                                      
1934 [NO FEE REQUIRED].                                                       
For the transition period _________to_________.                               

Commission file number 1-8946                                                   

A. Full title of the plan and the address of the plan, if                 
different from that of the issuer named below:                                  

Environmental Science & Engineering, Inc. Profit                    
Sharing and Savings Plan.                                                       

B. Name of issuer of the securities held pursuant to the                  
plan and the address of its principal executive office:                         

CILCORP Inc.                                                        
300 Hamilton Boulevard                                              
Suite 300                                                           
Peoria, IL  61602                                                   

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ENVIRONMENTAL SCIENCE & ENGINEERING, INC.           
PROFIT SHARING AND SAVINGS PLAN       

FINANCIAL STATEMENTS                
AS OF DECEMBER 31, 1993 AND 1992                  
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                

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CONTENTS

                          Page

Report of Independent Public Accountants               1                        

FINANCIAL STATEMENTS                                                            

Statements of net assets available for plan benefits  2-3                       
Statements of changes in net                                                    
assets available for plan benefits               4-6                  
Notes to financial statements                        7-10                       
Schedule of assets held for investment purposes        11                       
Schedule of reportable transactions                    12                       
Signatures                                             13                       
Index to exhibits                                      14                       
Consent of Independent Public Accountants              15                       

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS            

To Environmental Science & Engineering, Inc.                                    
Profit Sharing and Savings Plan:                                            

We have audited the accompanying statements of net assets                       
available for plan benefits of Environmental Science &                          
Engineering, Inc. Profit Sharing and Savings Plan ("The                         
Plan") as of December 31, 1993 and 1992, and the related                        
statements of changes in net assets available for plan                          
benefits 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's management.  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                    
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 net assets                        
available for plan benefits of the plan as of December 31,                      
1993 and 1992, and the changes in its net assets 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.  The                           
supplemental Schedules of Assets Held for Investment Purposes                   
and Reportable Transactions 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 supplemental 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.                                

Chicago, Illinois                      ARTHUR ANDERSEN & CO.                    
July 8, 1994                                                                    

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                         ENVIRONMENTAL SCIENCE & ENGINEERING, INC.                                      
                    STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS                                 
                                  AS OF DECEMBER 31, 1993                                               


                                        MONEY                                       CILCORP             
                                       MARKET        BOND      EQUITY       LOAN      STOCK             
                                         FUND        FUND        FUND       FUND       FUND        TOTAL

                                                                                                        
Assets:                                                                                                 
 Cash                              $    1,064  $    1,786  $    5,674  $     --  $   $4,498  $    13,022
 Investments                        3,007,694   1,930,485   5,918,730        --   1,036,936   11,893,845
 Participant Loans                         --          --          --   823,797          --      823,797
 Employer Contribution Receivable      14,326      11,954      27,633        --       9,793       63,706
 Employee Contribution Receivable      36,999      37,127      92,168        --      37,670      203,964
 Interest Receivable                    9,359         110         264        --          88        9,821
 Due From Other Funds                  17,866     102,604      25,938        --     103,416      249,824

 Total Assets                      $3,087,308  $2,084,066  $6,070,407  $823,797  $1,192,401  $13,257,979

Liabilities:                                                                                            
 Accounts Payable                  $   36,750  $   23,522  $   38,913  $     --  $   13,527  $   112,712
 Due to Other Funds                   177,809          --      21,528    50,487          --      249,824
 Total Liabilities                 $  214,559  $   23,522  $   60,441  $ 50,487  $   13,527  $   362,536

Net Assets Available For Plan                                                                           
Benefits, December 31, 1993        $2,872,749  $2,060,544  $6,009,966  $773,310  $1,178,874  $12,895,443

The accompanying notes to financial statements are an integral part of this statement.                  

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                         ENVIRONMENTAL SCIENCE & ENGINEERING, INC.                                         
                    STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS                                    
                                  AS OF DECEMBER 31, 1992                                                  


                                        MONEY                                           CILCORP            
                                       MARKET         BOND          EQUITY       LOAN     STOCK            
                                         FUND         FUND            FUND       FUND      FUND       TOTAL
                                                                                                           
Assets:                                                                                                    
  Cash                             $   77,750   $       --      $       --   $    447  $     --  $   78,197
  Investments                       2,533,122    1,695,472       4,189,244         --   492,245   8,910,083
  Participant Loans                        --           --              --    481,366        --     481,366
  Employer Contribution Receivable     13,857       10,011          21,375         --     4,440      49,683
  Employee Contribution Receivable     49,526       38,836          79,824         --    15,326     183,512
  Interest Receivable                   1,651          447           1,457         --       140       3,695
  Due From Other Funds                     --           --          57,913         --    32,224      90,137

  Total Assets                     $2,675,906   $1,744,766      $4,349,813   $481,813  $544,375  $9,796,673

Liabilities:                                                                                               
  Accounts Payable                 $       --   $   14,990      $    4,995   $    --   $     --  $   19,985
  Due to Other Funds                   62,220       27,917              --        --         --      90,137
  Total Liabilities                $   62,220   $   42,907      $    4,995   $    --   $     --  $  110,122

Net Assets Available For Plan                                                                              
Benefits, December 31, 1992        $2,613,686   $1,701,859      $4,344,818   $481,813  $544,375  $9,686,551

The accompanying notes to financial statements are an integral part of this statement.                     

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                         ENVIRONMENTAL SCIENCE & ENGINEERING, INC.                                              
               STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS                                   
                                  AS OF DECEMBER 31, 1993                                                       


                                               MONEY                                       CILCORP              
                                              MARKET        BOND      EQUITY      LOAN       STOCK              
                                                FUND        FUND        FUND      FUND        FUND        TOTAL 
                                                                                                                
Net Assets Available for Plan Benefits,                                                                         
   January 1, 1993                        $2,613,686  $1,701,859  $4,344,818  $481,813  $  544,375  $ 9,686,551 
Asset Transfers                              196,192     120,009     205,787        --     112,543      634,531 
Employee Contributions                       614,781     563,940   1,274,738        --     333,172    2,786,631 
Employer Contributions                       180,028     161,573     343,992        --      94,467      780,060 
Interest and Dividend Income                  65,143       1,130       2,178    26,059      48,898      143,408 
Realized Gain (Loss) on Investments               --      25,399      22,361        --         (58)      47,702 
Unrealized Appreciation (Depreciation)                                                                          
  of Investments                                  --     112,418     501,828        --     (86,995)     527,251 
Benefits Paid to Participants               (375,538)   (353,524)   (840,662)       --    (140,967)  (1,710,691)
Loan Repayments                              152,676      51,486     204,877  (452,477)     43,438           -- 
Transfer (to) From Other Funds              (574,219)   (323,746)    (49,951)  717,915     230,001           -- 
Net Assets Available for Plan Benefits,                                                                         
   December 31, 1993                      $2,872,749  $2,060,544  $6,009,966  $773,310  $1,178,874  $12,895,443 

The accompanying notes to financial statements are an integral part of this statement.                          

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                         ENVIRONMENTAL SCIENCE & ENGINEERING, INC.                                             
               STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS                                  
                                  AS OF DECEMBER 31, 1992                                                      


                                                  MONEY                                    CILCORP             
                                                 MARKET       BOND      EQUITY      LOAN     STOCK             
                                                   FUND       FUND        FUND      FUND      FUND       TOTAL 
                                                                                                               
Net Assets Available for Plan Benefits,                                                                        
   January 1, 1992                           $2,237,286  $ 845,766  $2,787,522  $372,572  $142,227  $6,385,373 
Asset Transfers                                  20,572     28,920     181,330        --    34,909     265,731 
Employee Contributions                          781,139    449,396   1,072,362        --   148,287   2,451,184 
Employer Contributions                          316,300    161,364     375,885        --    51,395     904,944 
Interest and Dividend Income                    100,171      2,831       5,402    27,146    17,799     153,349 
Realized Gain (Loss) on Investments                  --        (65)      1,815        --        --       1,750 
Unrealized Appreciation (Depreciation)                                                                         
  of Investments                                     --      79,218    276,429        --    20,354     376,001 
Benefits Paid to Participants                  (273,028)   (113,925)  (445,765)       --   (19,063)   (851,781)
Loan Repayments                                  83,390      19,443    114,807  (230,306)   12,666          -- 
Transfer (to) From Other Funds                 (652,144)    228,911    (24,969)  312,401   135,801          -- 

Net Assets Available for Plan Benefits,                                                                        
   December 31, 1992                         $2,613,686  $1,701,859  $4,344,818 $481,813  $544,375  $9,686,551 

The accompanying notes to financial statements are an integral part of this statement.                         

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                        ENVIRONMENTAL SCIENCE & ENGINEERING, INC.                                             
               STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS                                 
                                  AS OF DECEMBER 31, 1991                                                     


                                                  MONEY                                   CILCORP             
                                                 MARKET      BOND      EQUITY      LOAN     STOCK             
                                                   FUND      FUND        FUND      FUND      FUND       TOTAL 
                                                                                                              
Net Assets Available for Plan Benefits,                                                                       
   January 1, 1991                           $2,015,027  $324,128  $1,107,540  $131,393  $     --  $3,578,088 
Asset Transfers                                  55,268    43,035      65,792        --        --     164,095 
Employee Contributions                          950,633   302,746     652,157        --    (1,530)  1,904,006 
Employer Contributions                          300,271   106,289     218,827        --       618     626,005 
Interest Income & Net Appreciation                                                                            
   (Depreciation) on Common Funds               129,886    80,014     564,326    27,545        --     801,771 
Benefits Paid to Participants                  (301,360)  (84,427)   (293,981)   (8,824)       --    (688,592)
Loan Repayments                                 125,264     7,888      75,246  (208,398)       --          -- 
Transfer (to) From Other Funds               (1,037,703)   66,093     397,615   430,856   143,139          -- 

Net Assets Available for Plan Benefits,                                                                       
   December 31, 1991                         $2,237,286  $845,766  $2,787,522  $372,572  $142,227  $6,385,373 

The accompanying notes to financial statements are an integral part of this statement.                        

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                                  ENVIRONMENTAL SCIENCE & ENGINEERING, INC.                                  
                                       PROFIT SHARING AND SAVINGS PLAN                                       
                               ITEM 27(d) SCHEDULE OF REPORTABLE TRANSACTIONS*                               
                                     FOR THE YEAR ENDED DECEMBER 31, 1993                                    


                                         Acquisitions            Dispositions                                

                                     Number of            Number of                                Gain      
                                     Purchases      Cost    Sales         Cost     Proceeds       (Loss)     
                                                                                                             
**SUNTRUST RETIREMENT RESERVE FUND MONEY                                                                     
   MARKET FUND:                                                                                              
    Money Market Fund                     84    $1,319,784     47    $  772,486  $  772,486  $         -     
    Bond Fund                             60    $1,205,088     56    $1,248,110  $1,248,110  $         -     
    Equity Fund                           72    $2,468,448     57    $2,416,075  $2,416,075  $         -     
    Cilcorp Stock Fund                    62    $  765,847     38    $  731,795  $  731,795  $         -     

**SUNTRUST CORPORATE EQUITY FUND:                                                                            
    Equity Fund                           20    $1,548,104      4    $  372,819  $  395,180  $    22,361     

**SUNTRUST CORPORATE INTERMEDIATE FIXED                                                                      
    INCOME FUND:                                                                                             
    Bond Fund                             17     $ 575,785      5     $  410,168 $  435,567   $   25,399     

  **CILCORP STOCK FUND                    20     $ 635,356      4     $   37,722 $   37,664   $      (58)    

*Represents transactions or a series of transactions in securities of the same issue or with an individual in
excess of five percent of the market value of the Plan's assets as of the beginning of the Plan year.        

** Indicates a party in interest                                                                             

The accompanying notes are an integral part of this schedule.                                                

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ENVIRONMENTAL SCIENCE & ENGINEERING, INC. 
PROFIT SHARING AND SAVINGS PLAN 
NOTES TO FINANCIAL STATEMENTS 
DECEMBER 31, 1993 

(1) PLAN DESCRIPTION:                                                           

On February 16, 1990, Environmental Science & Engineering,                      
Inc. (ESE, the Company or the Employer) became a wholly owned                   
subsidiary of CILCORP, INC.  Prior to that date, ESE was a                      
group of subsidiaries owned by Hunter Environmental Services,                   
Inc. and the employees participated in the Reynolds, Smith                      
and Hills Tax Deferred Profit Sharing and Savings Plan 401(k)                   
(R S and H Plan).  On February 16, 1990, the Environmental                      
Science & Engineering, Inc. Profit Sharing and Savings Plan                     
(the Plan) was formed.  Employees of ESE became fully vested                    
in all contributions made to the R S and H Plan and could                       
elect to participate in the new plan.  The assets were                          
transferred from the R S and H Plan to the ESE Plan upon                        
written authorization of the participants.  The Plan is a                       
defined contribution plan which covers substantially all                        
employees of the Employer and is subject to the provisions of                   
the Employee Retirement Income Security Act of 1974 (ERISA).                    

The following brief description of the provisions of the Plan                   
is provided for general information purposes only.  Reference                   
should be made to the Plan Agreement for more complete                          
information.  The major provisions of the Plan are as                           
follows:                                                                        

(a)  An employee is eligible to participate when the employee                   
both (i) accumulates one (1) year of service (one (1) month                     
of service for persons who are in the employ of Environmental                   
Science & Engineering, Inc. after December 31, 1990); (ii)                      
elect to participate in the plan; and (iii) are working on                      
average a minimum of 20 hours per week.  Participation in the                   
Plan beginning the first day of the quarter following the                       
period in which the employee completed the required length of                   
service.  At December 31, 1993, there were 1,283 active                         
participants in the Plan.                                                       

(b)  Effective April 1, 1991, participants may elect to have                    
2 to 15 percent (in whole percentages) of annual compensation                   
withheld through payroll deductions and contributed to the                      
Plan.  Prior to that date, participants could elect to have 2                   
to 10 percent (in whole percentages) of annual compensation                     
withheld through payroll deductions and contributed to the                      
Plan.  Effective April 1, 1991, the Employer matches 75                         
percent of up to 3 percent of the employee's annual                             
compensation.  Prior to that date, the Employer matched 25                      
percent of up to 3 percent of the employee's annual                             
compensation.                                                                   

During 1991, participants could elect to have salary                            
deferrals and amounts contributed by the Company invested in                    
one of three investment funds; money market fund, equity fund                   
or bond fund.  Effective April 1, 1991, the election must be                    
made in increments of 10 percent or multiples thereof.  Prior                   
to that date, elections were required in increments of 25                       
percent or multiples thereof.  The plan was amended in                          
December 1991, so that effective January 1, 1992, investments                   
could also be made into a fourth fund, CILCORP common stock.                    
Election of this option occurred during December, 1991.                         

Each participant's account is credited with their                               
contribution, the Employer's matching contribution, an                          
allocation of the Employer's discretionary contributions and                    
Plan earnings.  Allocations of Employer discretionary                           
contributions are made to individual participant's accounts                     
based on the ratio of each participant's deferred                               
compensation to the total deferred compensation of all                          
participants for that year.  Allocations of Plan earnings are                   
made based on the ratio of each participant's combined                          
account balance of the total combined account balances of all                   
participants.  Forfeitures of terminated participants'                          
nonvested accounts are used to reduce the Employer's                            
contributions.                                                                  

(c)  Participants become fully vested in Employer                               
contributions and earnings thereon upon retirement, at death,                   
upon long-term disability, or after five years of employment,                   
with incremental vesting from years one through five.  At all                   
times, participants are fully vested in their matched and                       
unmatched elective contributions and earnings thereon.                          

Although the Employer has not expressed any intent to do so,                    
the Company may at any time discontinue its contributions to                    
the Plan and/or terminate the Plan either completely or                         
partially.  Upon the occurrence of either event, all accounts                   
of the participants become fully vested and are not subject                     
to forfeiture.  All assets of the Plan would then be                            
distributed to the participants.                                                

(d)  Participants are allowed to borrow funds from their Plan                   
accounts.  The minimum amount that can be borrowed is $500.                     
The maximum loan amount is the lesser of one-half of the                        
participant's vested account balance or $50,000, with                           
adjustments for certain previously outstanding loans.                           
Participants must pledge the balance of their Plan accounts                     
as security for the loans.  A participant may have a maximum                    
of two Plan loans outstanding at any time.                                      

Each Plan loan is evidenced by a written note providing for                     
the repayment of principal and interest over a fixed time                       
period.  These promissory notes are shown in the Statement of                   
Net Assets Available under the caption "Loan Fund."  The                        
maximum repayment period if five years; however, a loan used                    
to purchase a principal residence may have a longer repayment                   
period as authorized by the Committee.  The interest rate                       
charged on each loan is based upon the National Prime lending                   
rate plus one percent (1%).  Payments are generally made                        
through payroll deductions.  Prepayment of the entire                           
principal balance and interest is permitted without penalty                     
after a minimum loan period of three months.                                    

At December 31, 1993, there were 315 Plan loans outstanding                     
totaling $823,797.                                                              

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:                                 

Basis of Accounting-                                                            

The accounts of the Plan are maintained on the accrual basis                    
of accounting and, accordingly, amounts for accrued                             
contributions receivable and accounts payable are reflected                     
in the accompanying statements.                                                 

Investments-                                                                    

Investments of the Plan include short-term investments, Sun                     
Bank collective trust funds, and CILCORP common stock.  They                    
are reflected at market value.                                                  

At December 31, 1993, the Plan held 26,650 shares of CILCORP                    
common stock at a market value of $37.50 per share.                             

Sun Bank of Orlando (Trustee) holds all Plan investments in                     
trust for the Plan participants.  The Wyatt Company (Recordkeeper)              
maintains all records of investment transactions, determines the                
valuation of the investment portfolio and maintains a complete                  
record of the Trust.                                                            

Information with respect to (1) investments held and their                      
market values as presented on the Schedule of Assets Held                       
for Investment Purposes, (2) investment income, and (3)                         
reportable transactions as presented in the Schedule of                         
Reportable Transactions have been certified by the Trustee                      
as being complete and accurate.                                                 

Unrealized appreciation (depreciation) on investment assets                     
represents the difference between the adjusted investment                       
cost compared to the market value of the assets at the end of                   
the plan year.  The adjusted investment cost, termed, "ERISA                    
cost" is the value of the investment asset at the beginning                     
of the Plan year or, for investments acquired during the year,                  
the value at the time of purchase.  Realized appreciation                       
(depreciation) represents gains or losses from the actual                       
sales of Plan assets in excess of or below ERISA cost.                          

Expenses-                                                                       

Administrative expenses of the Plan are paid by the Employer                    
and are not reflected as part of the Plan.                                      

Forfeitures-                                                                    

Upon distribution of a participant's account the unvested                       
portion of the employer matching contribution balance is                        
forfeited.  All amounts forfeited reduce subsequent Employer                    
matching contributions.                                                         

Trustee-                                                                        

The Trustee of the Plan is Sun Bank of Orlando.                                 

Recordkeeper-                                                                   

The Recordkeeper of the Plan is the Wyatt Company of Chicago.                   

(3) FEDERAL INCOME TAXES:                                                       

The Plan obtained its latest determination letter on August                     
21, 1991 in which the Internal Revenue Service stated that                      
the Plan, as then designed, was in compliance with the                          
applicable requirements of the Internal Revenue Code.  The                      
Plan has been amended since receiving the determination                         
letter.  However, the Plan administrator and the Plan's tax                     
counsel believe that the Plan is currently designed and is                      
being operated in compliance with the applicable requirements                   
of the Internal Revenue Code.  Therefore, they believe the Plan                 
was qualified and the Trust was tax-exempt as of the                            
financial statement date.                                                       

(4) DISTRIBUTIONS:                                                              

Effective January 1, 1991, amounts to be withdrawn by                           
participants but not yet paid by the Plan are no longer                         
classified as a liability, but rather are included in net                       
assets available for plan benefits.  Amounts to be withdrawn                    
by participants but not yet paid by the Plan as of December                     
31, 1993 and 1992 are as follows:                                               

      1993              1992

Money Market Fund               $25,683        $ 5,993                          
Bond Fund                        27,633          4,117                          
Equity Fund                      48,237             --                          
Loan Fund                         2,132          9,165                          
CILCORP Stock Fund                2,121             --                          
TOTAL                    $105,806        $19,275                    

(5) REALIZED GAIN (LOSS) ON INVESTMENTS SOLD OR DISTRIBUTED:                    

Realized gains (losses) on investments for the year ended                       
December 31, 1993 represent gains (losses) from the actual                      
sale of Plan assets in excess of or below the ERISA cost.                       
Gains or losses realized on distributions of CILCORP Inc.                       
common stock to participants in settlement of their accounts                    
are determined by the difference between the ERISA cost and                     
the quoted market of the shares distributed.  (See Note 2 -                     
Summary of Significant Accounting Policies.)                                    

                                                                [Download Table]
                             Year Ended December 31, 1993            
                                     Investment Funds                


                                                CILCORP              
                  Bond Fund     Equity Fund    Stock Fund       Total
                                                                     
ERISA Cost      $   410,168     $   372,819    $   37,722  $  820,709
Market              435,567         395,186        37,664     868,411
Gain or (Loss)  $    25,399     $    22,361    $      (58) $   47,702

(6) UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENTS:                      

Unrealized appreciation (depreciation) of investments for the                   
year ended December 31, 1993 was determined based on the                        
value of the assets at the beginning of the Plan year or at                     
the time of purchase for any assets acquired during the Plan                    
year compared to the market value at the end of the year.                       
(See Note 2 - Summary of Significant Accounting Policies.)                      

                                                        [Enlarge/Download Table]
                                                         Year Ended December 31, 1993               
                                                            Investment Funds                        


                                              Money                             CILCORP             
                                             Market        Bond      Equity       Stock             
                                               Fund        Fund        Fund        Fund        Total
                                                                                                    
Total Market Value at December 31, 1993  $3,007,694  $1,930,485  $5,918,730  $1,036,936  $11,893,845
ERISA Cost at December 31, 1992           3,007,694   1,818,067   5,416,902   1,123,931   11,366,594
Unrealized appreciation (depreciation)                                                              
   of investments                        $        0  $  112,418  $  501,828  $  (86,995) $   527,251

(7) RELATED PARTY TRANSACTIONS:                                                 

Certain Plan investments are in funds managed by Sun Bank                       
who is the Trustee as defined by the Plan and, therefore,                       
these transactions qualify as a part-in-interest.  The                          
Trustee of the Plan also invests in CILCORP common stock.                       
Since CILCORP is the parent company of ESE any investment                       
transactions involving CILCORP common stock qualify as                          
related party transactions.                                                     

(8) SUBSEQUENT EVENTS:                                                          

Effective April 1, 1994, Twentieth Century Securities, Inc.                     
became the trustee and recordkeeper for the Plan, replacing                     
Sun Bank and the Wyatt Company, respectively.                                   

                                                                [Download Table]
                   ENVIRONMENTAL SCIENCE & ENGINEERING, INC.                   
                        PROFIT SHARING AND SAVINGS PLAN                        
           ITEM 27(A) SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES          
                               DECEMBER 31, 1993                               


                                                     Cost          Market Value
                                                                               
MONEY MARKET FUND                                                              
 *Suntrust Retirement Reserve Fund               $ 3,007,694        $ 3,007,694
  Cash                                                 1,064              1,064
                                                 $ 3,008,758        $ 3,008,758

BOND FUND                                                                      
 *Suntrust Corporate Intermediate Fixed                                        
      Income Fund, 76,892 Shares                 $ 1,658,246        $ 1,903,842
 *Suntrust Trust Retirement Reserve Fund              26,643             26,643
  Cash                                                 1,786              1,786
                                                 $ 1,686,675        $ 1,932,271

EQUITY FUND                                                                    
 *Suntrust Corporate Equity Fund                                               
  57,024 Shares                                  $ 4,538,971        $ 5,826,664
 *Suntrust Retirement Reserve Fund                    92,066             92,066
  Cash                                                 5,674              5,674
                                                 $ 4,636,711        $ 5,924,404

LOAN FUND                                                                      
 *Participant Loans (315 Loans; 7% to 11.5%)     $   823,797        $   823,797

CILCORP STOCK FUND                                                             
  *CILCORP Stock, 26,650 shares                  $ 1,067,331        $   999,374
  *Suntrust Retirement Reserve Fund                   37,562             37,562
  Cash                                                 4,498              4,498
                                                 $ 1,109,391        $ 1,041,434

TOTAL CASH AND INVESTMENTS                       $11,265,332        $12,730,664

The accompanying notes are an integral part of this schedule.                  

*Indicates a party in interest.                                                

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SIGNATURES  

The Plan.  Pursuant to the requirements of the Securities                       
Exchange Act of 1934, the trustees (or other persons who                        
administer the employee benefit plan) have duly caused this                     
annual report to be signed on its behalf by the undersigned                     
hereunto duly authorized.                                                       

Environmental Science & Engineering, Inc. Profit Sharing and                  
Savings Plan                                                                    
(Name of Plan)                                                    

Date    07/08/93          By:  Jim Bourazak,                                    
Member of the         
Administrative Committee of the Plan          

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INDEX TO EXHIBITS 

Exhibit No.                    Description                                      
24                Consent of Independent Public Accountants                     

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                                Exhibit 24

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS                       

As independent public accountants, we hereby consent to the                     
incorporation by reference in Cilcorp Inc.'s previously filed                   
Registration Statement No. 33-45318, of our report dated                        
July 8, 1994, included in this Form 10-K/A.                                     

ARTHUR ANDERSEN & CO.                                                           

Chicago, Illinois                                                               
July 8, 1994

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-K/A’ Filing	Date	First	Last	Other Filings

Filed on:	7/14/94
	7/13/94	2
	7/8/94	8	18
	4/26/94	2		DEF 14A
	4/1/94	15
	3/28/94	2
	3/21/94	2		DEF 14A
	3/15/94	2
	3/11/94	2
	2/22/94	4
	1/14/94	5		8-K
For Period End:	12/31/93	1	15	10-K, 10-K/A, NTN 11K, U-3A-2
	12/17/93	5
	8/1/93	4
	1/29/93	3
	1/1/93	3	11
	12/31/92	7	15
	1/30/92	3
	1/1/92	12	15
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Filing Submission 0000762129-94-000028 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Cilcorp Inc – ‘10-K/A’ for 12/31/93

As of: Thursday, 7/14/94 · For: 12/31/93 · Accession #: 762129-94-28 · File #: 1-08946

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Amendment to Annual Report — Form 10-K
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