<PAGE>
AS FILED WITH SECURITIES AND EXCHANGE COMMISSION ON MAY 10, 1995.
REGISTRATION NO. 33-
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
KENTUCKY UTILITIES COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
---------------
KENTUCKY AND VIRGINIA 61-0247570
(STATE OR OTHER JURISDICTION OF INCORPORATION (I.R.S. EMPLOYER IDENTIFICATION
OR ORGANIZATION) NO.)
ONE QUALITY STREET
LEXINGTON, KENTUCKY 40507
606/255-2100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
O.M. GOODLETT, SENIOR VICE PRESIDENT
ONE QUALITY STREET
LEXINGTON, KENTUCKY 40507
606/255-2100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
WITH COPY TO: WITH COPY TO:
ROBERT A. YOLLES, ESQ. D. COLLIER KIRKHAM, ESQ.
JONES, DAY, REAVIS & POGUE CRAVATH, SWAINE & MOORE
77 WEST WACKER DRIVE WORLDWIDE PLAZA
CHICAGO, ILLINOIS 60601-1692 825 EIGHTH AVENUE
312/782-3939 NEW YORK, NEW YORK 10019
212/474-1000
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable, or from time to time, after the effective date of this
Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
CALCULATION OF REGISTRATION FEE
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- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER UNIT* PRICE* FEE
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<S> <C> <C> <C> <C>
First Mortgage Bonds... $13,000,000 100% $13,000,000 $4,485
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</TABLE>
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*Estimated solely for purpose of calculating the amount of the registration
fee.
---------------
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933 THE PROSPECTUS
CONSTITUTING A PART OF THIS REGISTRATION STATEMENT ALSO RELATES TO $37,000,000
OF THE REGISTRANT'S FIRST MORTGAGE BONDS WHICH WERE REGISTERED FOR SALE BY THE
REGISTRANT IN REGISTRATION STATEMENT ON FORM S-3 (FILE NO. 33-69852). THIS
REGISTRATION STATEMENT ALSO CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 1 WITH
RESPECT TO SUCH REGISTRATION STATEMENT NO. 33-69852 AND SUCH POST-EFFECTIVE
AMENDMENT SHALL HEREAFTER BECOME EFFECTIVE CONCURRENTLY WITH THE EFFECTIVENESS
OF THIS REGISTRATION STATEMENT IN ACCORDANCE WITH SECTION 8(C) OF THE
SECURITIES ACT OF 1933. FILE NO. 33-69852 ALSO REGISTERED PREFERRED STOCK
PURSUANT TO GENERAL INSTRUCTION II.D TO FORM S-3. REGISTRANT WILL NO LONGER
OFFER PREFERRED STOCK PURSUANT TO FILE NO. 33-69852.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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- --------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED MAY 10, 1995
KENTUCKY UTILITIES COMPANY
FIRST MORTGAGE BONDS
Kentucky Utilities Company (the "Company") may offer for sale, from time to
time up to an aggregate principal amount of $50,000,000 of its First Mortgage
Bonds (the "Bonds") in one or more series, in amounts, at prices and on terms
to be determined at the time or times of sale. The related Prospectus
Supplement (the "Prospectus Supplement") will set forth with regard to the
series of Bonds in respect of which this Prospectus is being delivered (the
"Offered Bonds") the specific terms of the offering and sale of such Offered
Bonds, including the offering terms applicable thereto, the use of proceeds
thereof, the designation, aggregate principal amount, maturity or maturities,
rate or rates of interest (or method of determination or calculation thereof),
times of payment of interest, any redemption terms, any other special terms of
such series and whether such series will be issued in book-entry form.
The Company may sell the Offered Bonds to or through underwriters or dealers,
directly to other purchasers or through agents. The names of any underwriters,
dealers or agents involved in the distribution of the Offered Bonds, any
applicable discounts, commissions or allowances and any initial public offering
price will be set forth in the Prospectus Supplement. See "Plan of
Distribution" herein.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------
The date of this Prospectus is , 1995.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company may be inspected and copied, at prescribed rates, at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at its regional offices located at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center,
New York, New York 10048. Copies of such material can be obtained from the
Public Reference Section of the Commission, Washington, D.C. 20549 at
prescribed rates. In addition, reports, proxy statements and other information
concerning the Company may be inspected at the office of the Philadelphia Stock
Exchange, 1900 Market Street, Philadelphia, Pennsylvania 19103. The Company is
not required to, and does not, provide annual reports to holders of its debt
securities unless specifically requested by a holder.
The Company has filed Registration Statements with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Bonds. This Prospectus does not contain all of the information set forth in
such Registration Statements, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. Reference is made to such
Registration Statements and the exhibits thereto for further information with
respect to the Company and the Bonds.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 31, 1994
(the "1994 Form 10-K") and the Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995 filed by the Company with the Commission are incorporated
in this Prospectus by reference and are made a part hereof. All documents
subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act, after the date of this Prospectus and prior to the
termination of the offering or offerings made by this Prospectus, shall be
deemed to be incorporated in this Prospectus by reference and to be a part
hereof from the respective dates of filing of such documents. Any statement
contained in a document incorporated by reference in this Prospectus shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement in this Prospectus or in any other subsequently filed
document which also is or is deemed to be incorporated by reference in this
Prospectus modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any or all of the documents that have been
incorporated in this Prospectus by reference, other than exhibits to such
documents that have not been specifically incorporated by reference herein or
therein. Requests should be directed to O.M. Goodlett, Senior Vice President,
Kentucky Utilities Company, One Quality Street, Lexington, Kentucky 40507,
606/255-2100.
----------------
2
<PAGE>
SELECTED INFORMATION
The following information is qualified in its entirety by the detailed
information and the financial statements and notes appearing elsewhere in this
Prospectus or in the documents incorporated in this Prospectus by reference.
THE OFFERING
<TABLE>
<S> <C>
Securities Offered................ $50,000,000 of first mortgage bonds (the
"Bonds")
Use of Proceeds................... For general corporate purposes, including
to refinance short-term debt, and to retire
(through redemption, purchase or otherwise)
one series of currently outstanding first
mortgage bonds as described under "Use of
Proceeds" herein.
THE COMPANY
Business.......................... Electric utility
Service area...................... Central, southeastern and western Kentucky
and southwestern Virginia
Estimated Population of Service Approximately 1,000,000
Area.............................
Customers......................... Approximately 447,500
Sources of KWH Generation for year
ended December 31, 1994.......... 99% coal and 1% other
Estimated 1995-1999 Construction
Expenditures (including Clean Air
Act Construction Expenditures of
approximately $18 million)....... $521 million
</TABLE>
3
<PAGE>
SELECTED FINANCIAL INFORMATION
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 12 MONTHS ENDED
-------------------------- MARCH 31, 1995
1992 1993 1994 (UNAUDITED)
-------- -------- -------- ---------------
<S> <C> <C> <C> <C>
SELECTED INCOME STATEMENT DATA:
Operating Revenues................. $575,821 $606,588 $636,652 $637,271
Income Before Interest Charges..... $117,213 $114,000 $111,579 $106,766
Net Income......................... $ 76,298 $ 81,286 $ 77,512 $ 71,096
</TABLE>
RATIO OF EARNINGS TO FIXED CHARGES (UNAUDITED):
The ratio of earnings to fixed charges is computed by dividing earnings by
fixed charges. Earnings consist of net income plus fixed charges, current
income taxes, deferred income taxes--net and deferred investment tax credit--
net and excludes undistributed earnings of an equity investment and cumulative
effect of a change in accounting principle. Fixed charges consist of interest
on long-term debt (net of amortization and debt discount, premium and expense)
and other interest charges.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------ 12 MONTHS ENDED
1990 1991 1992 1993 1994 MARCH 31, 1995
---- ---- ---- ---- ---- ---------------
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges..... 4.27 4.38 3.80 4.82 4.46 4.00
</TABLE>
CAPITALIZATION (UNAUDITED):
Capitalization of the Company as of March 31, 1995, as adjusted, gives effect
to the sale of $50 million of the Bonds and the assumed use of the proceeds
thereof for refinancing of short-term indebtedness incurred for general
corporate purposes.
<TABLE>
<CAPTION>
MARCH 31, 1995
---------------------- % OF CAPITALIZATION
ACTUAL AS ADJUSTED AS ADJUSTED
---------- ----------- -------------------
<S> <C> <C> <C>
Long-Term Debt, including
unamortized premium................ $ 496,008 $ 546,008 46.6%
Short-Term Debt..................... 69,200 19,200 1.6
Preferred Stock..................... 40,000 40,000 3.4
Common Stock Equity................. 567,776 567,776 48.4
---------- ---------- -----
Total Capitalization.............. $1,172,984 $1,172,984 100.0%
========== ========== =====
</TABLE>
4
<PAGE>
THE COMPANY
Kentucky Utilities Company, a Kentucky and Virginia corporation (the
"Company"), is a public utility engaged in producing and selling electric
energy. The Company provides electric service to about 419,200 customers in 77
counties in Kentucky and about 28,300 customers in five counties in
southwestern Virginia. The largest city served is Lexington, Kentucky. The
territory served includes most of the Blue Grass Region in central Kentucky and
parts of the coal mining areas in southeastern and western Kentucky and
southwestern Virginia. Lexington is the center of the Blue Grass Region, in
which thoroughbred horse, burley tobacco and bourbon whiskey distilling
industries are located. KU Energy Corporation, a publicly owned holding
company, is the owner of all of the outstanding Common Stock of the Company.
The Company's executive offices are located at One Quality Street, Lexington,
Kentucky 40507, and its telephone number is 606/255-2100.
USE OF PROCEEDS
The proceeds from the issuance and sale of the Bonds will be used principally
for general corporate purposes, including to refinance short-term debt. In
addition, if market conditions are favorable, proceeds may be used for the
retirement (through redemption, purchase or otherwise) of one series of
outstanding first mortgage bonds of the Company (the "Prior Securities"). The
specific allocation of the proceeds of a particular series of Offered Bonds and
information relating to the particular Prior Securities, if any, to be retired
will be described in the Prospectus Supplement related thereto. Any Prior
Securities purchased will be purchased at a price not in excess of the then-
current redemption price applicable to the Prior Securities. In case of the
redemption or purchase of Prior Securities, proceeds of the Bonds may be
applied to pay any redemption premium or purchase price in excess of the
principal amount.
DESCRIPTION OF BONDS
GENERAL
The Bonds will be issued as additional series under, and secured by, the
Indenture of Trust dated May 1, 1947, as amended and supplemented, and as to be
further amended by one or more supplemental indentures to be entered into in
connection with each series of Offered Bonds (each a "Supplemental Indenture"),
between the Company and Bank of America Illinois, Chicago, Illinois (formerly
Continental Bank, National Association and formerly Continental Illinois
National Bank and Trust Company of Chicago, the "Trustee") and Robert J.
Donahue, successor Co-Trustee (collectively, the "Trustees"). Said Indenture of
Trust and each Supplemental Indenture, copies of which are filed as exhibits to
the Registration Statements, are herein called the "Indenture."
The Indenture is filed as an exhibit to the Registration Statements and is
incorporated herein by reference. The following statements, unless the context
otherwise indicates, are brief summaries of the substance or general effect of
certain provisions of the Indenture. The statements make use of defined terms
and are not complete; they are subject to all the provisions of the Indenture
and are qualified in their entirety by reference to the Indenture.
The Prospectus Supplement with respect to each series of Bonds will set forth
the following information relating to such Bonds being offered thereby
("Offered Bonds"): (1) the designation of the Offered Bonds; (2) the aggregate
principal amount of the Offered Bonds and use of proceeds thereof; (3) the date
or dates on which the principal of the Offered Bonds shall be payable; (4) the
rate or rates (or method of calculation) at which the Offered Bonds shall bear
interest, the date or dates from which such interest shall accrue and the dates
on which such interest shall be payable; (5) the price or prices at which, the
period or periods within which and the terms and conditions upon which the
Offered Bonds may be redeemed at the option of the Company; (6) the price or
prices at which, the period or periods within which and the terms and
conditions
5
<PAGE>
upon which the Offered Bonds shall be redeemed pursuant to any mandatory or
optional sinking or debt retirement fund; (7) any other special terms of the
Offered Bonds and (8) whether the Offered Bonds will be issued in "book-entry
form" through the facilities of a securities depository (the "Depository") as
described under "Book Entry System" herein.
The holders of the outstanding first mortgage bonds do not have the right to
tender such first mortgage bonds to the Company for repurchase upon the Company
or KU Energy Corporation becoming involved in a highly leveraged or change in
control transaction.
Principal and interest on the Bonds will be payable in Chicago, Illinois, or
New York, New York and interest is payable, at the option of the Company, by
check mailed to the registered owners of the Bonds. The Bonds will be issued
only in fully registered form without coupons, in denominations of $1,000 each
or any integral multiple thereof or by a global security registered in the name
of the Depository. Transfers and exchanges of Bonds for other registered Bonds
will be made without charge other than for any taxes or other governmental
charges. The Company will not be required (a) to issue, register, transfer or
exchange any Bonds of a particular series and maturity during a period
beginning at the opening of business on the tenth business day next preceding
any selection of Bonds of such series and maturity to be redeemed and ending at
the close of business on the day on which the applicable notice of redemption
is given, (b) to register, transfer or exchange any Bonds selected, called or
being called for redemption in whole or in part or (c) to transfer, exchange or
register Bonds during the 10 days next preceding an interest payment date
applicable to such Bonds.
At March 31, 1995, the Company had outstanding $486,130,000 in principal
amount of first mortgage bonds issued under the Indenture. Bonds may be
authenticated against an equal principal amount of first mortgage bonds which
have been retired and/or in an amount equal to 60% of net expenditures for
bondable property not theretofore bonded. At March 31, 1995, the principal
amount of retired first mortgage bonds available as a basis for authenticating
additional first mortgage bonds aggregated $93,200,000 and unbonded net
expenditures for bondable property aggregated not less than $360,372,000. See
"Issuance of Additional Bonds" below. For the five year period ended December
31, 1994, gross additions to the utility properties of the Company aggregated
about $584,129,000. Gross retirements for such period were about $55,247,000.
DEBT RETIREMENT
Except as expressly set forth in any Prospectus Supplement relating to
Offered Bonds, the Bonds will not be entitled to any covenant providing for the
retirement or amortization of Bonds outstanding or for the certification of
expenditures for bondable property in lieu of such retirement. However, with
respect to the Company's first mortgage bonds, series K, the Indenture provides
that during each calendar year the Company will retire, or pay the Trustee cash
sufficient to redeem, 1% of the amount of such first mortgage bonds then
outstanding; or, in lieu thereof, certify to the Trustee $1,666.67 of net
expenditures for bondable property on which the Indenture is a first mortgage
lien, for each $1,000 of such first mortgage bonds otherwise required to be
retired. Unapplied net expenditures for bondable property and unapplied excess
retirements of first mortgage bonds of such series made in prior years may be
used to satisfy the foregoing provisions. For one prior series that has been
retired, any net expenditures for bondable property used or applied to satisfy
the debt retirement provisions previously applicable to such series may be used
again as the basis for authentication of the Company's first mortgage bonds,
the withdrawal of cash or the release of property under the Indenture.
REDEMPTION
Each series of Offered Bonds will be subject to such redemption provisions,
if any (including mandatory redemption or redemption at the option of the
Company), as may be set forth in the Prospectus Supplement relating to such
Offered Bonds.
6
<PAGE>
MAINTENANCE AND REPAIR
With respect to the Company's first mortgage bonds of all prior series issued
under the Indenture (other than pollution control series Nos. 7, 8, 1B, 2B, 3B,
4B, 9 and 10), the Indenture provides that so long as such first mortgage bonds
are outstanding, and, unless otherwise specified in the accompanying Prospectus
Supplement with respect to any series of Offered Bonds, the related
Supplemental Indenture will provide that, so long as such Offered Bonds are
outstanding, the Company will expend during each calendar year, and certify to
the Trustees, an amount equal to 15% of its utility operating revenues for such
year, after deducting from such revenues the cost of electricity, gas and water
purchased for exchange or resale, for (1) the maintenance and repair of its
utility properties, (2) bondable property on which the Indenture is a first
mortgage lien, and/or (3) the retirement of the Company's first mortgage bonds
of any series heretofore or hereafter issued under the Indenture. In lieu of
such requirement, the Company may pay to the Trustees, in cash, any deficiency
in the amount required to be so expended, after deducting any unapplied excess
expenditures previously made for any of such purposes. Any such cash may be
applied to the retirement, through purchase, payment or redemption, of the
Company's first mortgage bonds (such retirement by redemption to be only if
such first mortgage bonds are otherwise redeemable) or be withdrawn by the
Company to the extent of 100% of either gross or net expenditures for bondable
property on which the Indenture is a first mortgage lien. There is no
requirement under the Indenture that future series of the Company's first
mortgage bonds be entitled to a maintenance or repair covenant.
The Indenture also provides that (i) the Company shall maintain the mortgaged
properties in good repair and working order, (ii) the Trustee may, and if
requested by holders of a majority in principal amount of all outstanding first
mortgage bonds of the Company and furnished with the necessary funds therefor
shall, cause such properties to be inspected by an independent engineer (not
more often than at five-year intervals) to determine whether they have been so
maintained and whether any property, not retired on the Company's books, should
be so classified for the purpose of computing net expenditures for bondable
property or otherwise, and (iii) the Company shall make good any deficiency in
maintenance disclosed by such engineer's report as rendered or as modified by
arbitration.
SECURITY
The Bonds will be secured by the lien of the Indenture and will rank equally
with all the Company's first mortgage bonds at any time outstanding under and
secured by the Indenture, except as to differences between series permitted by
the Indenture and not affecting the rank of the lien thereof. In the opinion of
Ogden Newell & Welch, Louisville, Kentucky, counsel for the Company, the
Indenture constitutes a first mortgage lien, subject only to permitted
encumbrances and liens and prepaid liens, on all or substantially all the
permanent fixed properties now owned by the Company. One small hydroelectric
generating station is located on land owned by the United States and is
operated under an annually renewable license; a few small substations are
maintained on land over which the Company holds easements; and certain of the
electric transmission lines and distribution lines are installed on public
streets, alleys and highways or are located on easements or rights-of-way. With
respect to property located in Virginia, no examination of underlying titles as
to easements or rights-of-way for transmission or distribution lines has been
made, but, should the rights of the Company in this respect be questioned,
valid easements and rights-of-way in Virginia may, in the opinion of counsel,
be acquired from private property owners by condemnation proceedings. The
Indenture contains provisions subjecting after-acquired property, other than
excepted property, to the lien thereof. Such provisions might not be effective
(i) as to proceeds, products, rents, issues or profits of property subject to
the lien of the Indenture realized, and additional property acquired, within 90
days prior and subsequent to the filing of a case with respect to the Company
under the United States Bankruptcy Code, state insolvency laws or other similar
laws affecting the enforcement of creditors' rights and (ii) with respect to
property located in Virginia not so affixed to other property as to become
subject to the lien of the Indenture without resort to the after-acquired
property provisions, the lien may be defeated, until recordation of a further
supplemental indenture conveying such property to the Trustees after its
acquisition, (a) by the intervention of bankruptcy proceedings or (b) by the
attachment of a judgment lien or by sale to purchasers for value without
notice.
7
<PAGE>
The Indenture excepts or excludes from the lien thereof all cash, securities,
accounts and bills receivable, choses in action and certain judgments not
deposited or pledged with the Trustees, certain personal property held for
sale, lease, rental or consumption in the ordinary course of business, the last
day of each term under any lease of property, all gas, oil and other minerals
under any property subject thereto, and certain real estate described therein.
ISSUANCE OF ADDITIONAL BONDS
The Indenture does not fix an overall dollar limitation on the aggregate
principal amount of first mortgage bonds that may be issued or outstanding
thereunder. First mortgage bonds may be issued from time to time under the
Indenture in a principal amount equal to: (a) 60% of eligible net expenditures
made by the Company for bondable property constructed or acquired by it and on
which the Indenture is a first mortgage lien, subject only to permitted
encumbrances and liens and prepaid liens, (b) the principal amount of
previously authenticated first mortgage bonds which have been retired or for
the retirement of which the Trustee holds the necessary funds, other than
certain first mortgage bonds not usable for the purpose under the terms of the
Indenture, and (c) the amount of money deposited with the Trustee for the
purpose, which money may be applied to the retirement of the Company's first
mortgage bonds or may be withdrawn in lieu of the authentication of an
equivalent principal amount of first mortgage bonds under the Indenture
provisions referred to in clauses (a) and (b). For one prior series that has
been retired, any bonds of such series and any net expenditures for bondable
property used or applied to satisfy the debt retirement provisions previously
applicable to such series may be used as the basis for the authentication of
additional bonds under the Indenture. Net expenditures for bondable property
are determined as provided in the Indenture. In general, bondable property
means any utility plant, property or equipment owned by the Company and used or
useful in its utility business.
No additional first mortgage bonds may be authenticated under the Indenture
provisions referred to in clauses (a) and (c) above, or authenticated as
provided in clause (b) above, bearing a higher rate of interest than the first
mortgage bonds to be retired (unless such first mortgage bonds to be retired
would mature within five years) unless the Company's net earnings (as described
below) for a 12-month period ending within 90 days next preceding such
authentication were at least equal to twice the interest for one year on (1)
all first mortgage bonds to be outstanding under the Indenture immediately
after such authentication, other than first mortgage bonds for the retirement
of which the Trustees hold the necessary funds, and (2) all other indebtedness
then secured by a lien equal or prior to the Indenture on property of the
Company, with certain exceptions.
Net earnings of the Company for any period are determined under the Indenture
by deducting from the total gross earnings and income of the Company for the
period, all its operating expenses for the period, including current
maintenance and repairs, rentals, insurance, taxes other than income taxes, and
all charges or provisions for depreciation, retirements, renewals and
replacements, but not amortization, computed as provided in the Indenture. The
Indenture presently provides that in computing net earnings, the amounts to be
deducted for maintenance and repairs, and for charges or provisions for
depreciation, retirements, renewals and replacements, shall aggregate not less
than 15% of the Company's utility operating revenues for the period, after
deducting from such revenues the cost of electricity, gas and water purchased
for resale. By a supplemental indenture dated May 1, 1991, the Indenture was
amended to provide in effect that, upon the effectiveness of the amendment as
described below, in computing net earnings for any period, the amounts to be
deducted for charges or provisions for maintenance and repairs, and for
depreciation, retirements, renewals and replacements, shall aggregate not less
than an amount equal to 2 1/4% of the arithmetical average of the amount of
depreciable bondable property (as defined in the Indenture) at the beginning
and at the end of such period. Until the foregoing amendment is effective, upon
the retirement or with the consent of the holders of all the Company's first
mortgage bonds series K and pollution control series No. 7, the Company will be
required to comply with the Indenture requirements as to the method of
computing net earnings, without regard to such amendment. Holders of the Bonds,
holders of the Company's first mortgage bonds,
8
<PAGE>
series P and Q and pollution control series Nos. 8, 1B, 2B, 3B, 4B, 9 and 10
and holders of the Company's first mortgage bonds of subsequent series will be
bound by the foregoing amendment when it becomes effective as described.
ACQUISITION OF PROPERTY SUBJECT TO A PRIOR LIEN
The Indenture presently provides in effect that the Company will not acquire
any property of a value in excess of $500,000 which at the time of acquisition
is subject to a lien equal or prior to the Indenture (other than permitted
encumbrances and liens and prepaid liens) unless, at that time, (a) the
principal amount of all outstanding obligations secured by such equal or prior
lien shall not exceed 60% of the fair value of any bondable property so
acquired and (b) the net earnings of such property during a 12-month period
ending within 90 days next preceding such acquisition were at least equal to
twice the annual interest charge on such obligations, except any of such
obligations owed by the Company or for the retirement of which the necessary
funds are deposited under such lien or with the Trustee. By supplemental
indenture dated May 15, 1992, the Indenture was amended to provide that, upon
the effectiveness of such amendment as described below, the dollar amount
referred to above shall be the lesser of (i) $25,000,000 or (ii) 10 percent of
utility plant less accumulated depreciation of the Company at the time of
acquisition, but in no event less than $500,000. Such amendment will be
effective upon the retirement or with the consent of the holders of all the
Company's first mortgage bonds, series K and pollution control series Nos. 7
and 8. The foregoing covenant will be extended to Offered Bonds only to the
extent specified in the accompanying Prospectus Supplement and only as amended
as described above. Holders of the Bonds, holders of the Company's first
mortgage bonds, series P and Q and pollution control series Nos. 1B, 2B, 3B,
4B, 9 and 10 and holders of first mortgage bonds of subsequent series will be
bound by the foregoing amendment when it becomes effective as described.
LIMITATIONS ON COMMON STOCK DIVIDENDS
Except as expressly set forth in any Prospectus Supplement relating to
Offered Bonds, the Bonds will not be entitled to any covenant restricting
payment of dividends on the Company's common stock. However, the Indenture
provides in effect that, so long as any first mortgage bonds, series K and
pollution control series No. 7 are outstanding thereunder, the Company will not
declare or pay any dividends on its common stock (other than in stock), or make
any other distribution on or purchase any of its common stock, unless, for the
period beginning May 1, 1947 to the date of such payment, distribution or
purchase, the total amount expended by the Company for maintenance and repairs
and provided for depreciation of properties subject to the lien of the
Indenture, plus the earned surplus (retained earnings) of the Company earned
during such period and remaining after any such payment, distribution or
purchase, shall aggregate not less than 15% of the Company's total utility
operating revenues for the period, after deducting from such revenues the cost
of electricity, gas and water purchased for exchange or resale. For the period
May 1, 1947 to March 31, 1995, the total of the amounts so expended and
provided by the Company for such maintenance, repairs and depreciation, plus
the undistributed earned surplus accumulated during the period, aggregated
about 21% of such revenues and, exclusive of such earned surplus, aggregated
about 17% of such revenues. The Company's first mortgage bonds, series P and Q
and pollution control series Nos. 8, 1B, 2B, 3B, 4B, 9 and 10 are not entitled
to the benefit of any covenant restricting the payment of dividends on the
Company's common stock. First mortgage bonds of the Company may be issued in
the future which are entitled to the benefits of more stringent or less
stringent covenants with respect to payments of dividends by the Company, or
may be entitled to no such covenants.
MODIFICATION OF INDENTURE
The terms and provisions of the Indenture may be modified or amended from
time to time by a supplemental indenture executed by the Company and the
Trustees and without the consent of bondholders, for any one or more of the
purposes provided in the Indenture. Such purposes include, among others, (1)
any change or modification of any of the terms or conditions of the Indenture,
provided that such change or
9
<PAGE>
modification would not adversely affect the first mortgage bonds then
outstanding under the Indenture and is made effective only with respect to
first mortgage bonds authenticated under the Indenture after the execution of
such supplemental indenture and (2) any other change or modification of such
terms or conditions which is not inconsistent with the terms, and which shall
not impair the security, of the Indenture.
By supplemental indenture dated August 1, 1979, the Indenture was amended to
provide that upon the effectiveness of such amendment as described below the
Indenture may be amended in any respect with the consent of the holders of not
less than 66 2/3% in principal amount of all of the Company's first mortgage
bonds of all series then outstanding under the Indenture that would be affected
thereby, except that, without the consent of the holder of each outstanding
first mortgage bond affected thereby, no such amendment shall, among other
things, (i) extend the time or times or otherwise affect the terms of payment
of the principal, interest or premium in respect of any first mortgage bond, or
reduce the principal amount of any first mortgage bond or any premium thereon
or the rate of interest thereon, (ii) impair the right of any bondholder to
institute suit for the enforcement of any such payment in respect of his first
mortgage bonds, (iii) permit the creation of any lien ranking prior to, or on a
parity with, the lien of the Indenture, other than permitted encumbrances and
liens or prepaid liens, (iv) deprive any nonassenting bondholder of a lien on
the mortgaged property for the security of his first mortgage bonds or (v)
reduce the percentage in principal amount of first mortgage bonds, the consent
of the holders of which is required for any such amendment. Such amendment will
be effective upon the retirement or with the consent of the holders of all the
Company's first mortgage bonds, series K. The foregoing amendment is binding
upon holders of the Bonds, holders of the first mortgage bonds, series P and Q
and pollution control series Nos. 7, 8, 1B, 2B, 3B, 4B, 9 and 10 and holders of
first mortgage bonds of subsequent series.
By supplemental indenture dated May 15, 1992, the Indenture was further
amended to provide that upon the effectiveness of such amendment as described
below the percentage of bondholders necessary to consent to amendments shall be
51% (instead of 66 2/3% as described above). Such amendment will be effective
upon (i) the effectiveness of the amendment included in the supplemental
indenture of August 1, 1979 described above and (ii) the retirement or with the
consent of the holders of all the Company's first mortgage bonds, series K and
pollution control series Nos. 7 and 8. Holders of the Bonds and holders of
first mortgage bonds, series P and Q and pollution control series Nos. 1B, 2B,
3B, 4B, 9 and 10 and holders of first mortgage bonds of subsequent series will
be bound by the foregoing amendment when it becomes effective as described.
OTHER INDENTURE PROVISIONS
Holders of a majority in principal amount of the first mortgage bonds secured
by the Indenture have the right to direct the time, method and place of
conducting proceedings for remedies available to, or exercising any trust or
power of, the Trustees. However, the Trustees may decline to follow such
directions under certain circumstances specified in the Indenture; the Trustees
are not required to exercise powers of entry or sale under the Indenture; and
the Trustees are entitled to be indemnified against expenditures incurred in
connection with taking any directed action or proceeding.
A "default" or an "event of default" under the Indenture means: (a) failure
to pay the principal of any first mortgage bond of the Company when due at
maturity or otherwise; (b) failure to pay first mortgage bond interest within
60 days after its due date; (c) failure to pay the principal of, or interest
on, any prior lien bond, continued beyond the grace period (if any) specified
in the lien securing such bond and also continued beyond 30 days after written
notice to the Company of such failure; (d) failure of the Company for 90 days
after written demand to comply with any other covenant or condition in the
Indenture or in any first mortgage bond or any prior lien bond or lien; or (e)
certain events relating to bankruptcy, insolvency, assignment or receivership.
The Trustees are required to give notice to bondholders of defaults known to
the Trustees, within 90 days after the occurrence thereof; provided that the
Trustees may withhold giving notice to bondholders of defaults (other than any
default in payment of interest, principal or sinking or purchase fund
installment in respect of any first mortgage bond secured by the Indenture) if
the Trustees determine in good faith that
10
<PAGE>
such withholding is in the interest of the bondholders. Upon default, the
Trustees may, among other remedies, and upon written notice from the holders of
a majority in principal amount of first mortgage bonds then outstanding under
the Indenture shall, declare the principal of all first mortgage bonds to be
immediately due and payable. Upon certain terms and conditions, the declaration
of acceleration may be rescinded and waived.
The Company is required to furnish to the Trustees certificates of officers
and engineers and, in certain cases, of accountants in connection with the
authentication of first mortgage bonds, withdrawal of money, release of
property and other matters, and opinions of counsel as to the lien of the
Indenture and other matters. The Company also is required to furnish the
Trustee, not less frequently than annually, a certificate as to the Company's
compliance with the terms of the Indenture, including the satisfaction of the
maintenance and renewal and the debt retirement provisions of the Indenture,
and an opinion of counsel with respect to the lien of the Indenture.
RELATIONSHIP WITH THE TRUSTEE
The Company maintains a general checking account with and may use other
services of Bank of America Illinois, Chicago, Illinois, the Trustee.
BOOK-ENTRY SYSTEM
The Bonds, at the option of the Company, may be issued as either securities
in certificated form or global securities. If, as described in the applicable
Prospectus Supplement, the Company elects to use a book-entry system with
respect to any Offered Bonds, upon issuance, all Offered Bonds having the same
issuance date, maturity date, redemption provisions and interest rate or rates
will be represented by one fully-registered global security (the "Global
Security"). The Global Security will be deposited with, or on behalf of, the
Depository, and registered in the name of the Depository or a nominee of the
Depository. Unless otherwise specified in a Prospectus Supplement, the
Depository with respect to any Bonds will be The Depository Trust Company
("DTC").
So long as the Depository, or its nominee, is the registered owner of a
Global Security, such Depository or such nominee, as the case may be, will be
considered the owner of such Global Security for all purposes, including any
notices and voting. Except in the circumstances described below, the owners of
beneficial interests in a Global Security will not be entitled to have any
individual Bonds registered in their names, will not receive or be entitled to
receive physical delivery of any such Bonds and will not be considered the
owners of Bonds under the Indenture. Accordingly, each person holding a
beneficial interest in a Global Security must rely on the procedures of the
Depository and, if such person is not a Direct Participant (as herein defined),
on procedures of the Direct Participant through which such person holds its
interest, to exercise any of the rights of a registered owner of such Bond.
If the Depository is at any time unwilling or unable to continue as
depository and a successor depository is not appointed, the Company will issue
individual securities in certificated form ("Certificated Securities") in
exchange for the Global Security or Global Securities representing the
corresponding book-entry Bonds represented by one or more Global Securities
and, in such event, will issue Certificated Securities in exchange for the
Global Securities representing the corresponding book-entry Bonds. Further, in
such event, an owner of a beneficial interest in a Global Security representing
book-entry Bonds may, on terms acceptable to the Company and the Depository for
such Global Security, receive such book-entry Bonds as Certificated Securities.
In any such instance, an owner of a beneficial interest in a Global Security
representing book-entry Bonds will be entitled to physical delivery of
individual Certificated Securities equal in principal amount to such beneficial
interest and to have such Certificated Securities registered in the name of
such owner. Certificated Securities will be issued as registered Bonds in
denominations of $1,000 unless otherwise specified in a Prospectus Supplement.
11
<PAGE>
The following is based solely on information furnished by DTC:
DTC will act as securities depository for the Global Securities. The Global
Securities will be issued as fully-registered securities registered in the name
of Cede & Co. (DTC's partnership nominee). One fully-registered Global Security
certificate will be issued for each issue of the Global Securities, each in the
aggregate principal amount of such issue and will be deposited with DTC.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants ("Participants")
deposit with DTC. DTC also facilitates the settlement among Participants of
securities transactions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in Participants' accounts,
thereby eliminating the need for physical movement of securities certificates.
Direct Participants include securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations. DTC is owned
by a number of its Direct Participants and by the New York Stock Exchange,
Inc., the American Stock Exchange, Inc. and the National Association of
Securities Dealers, Inc. Access to the DTC system is also available to others
such as securities brokers and dealers, banks, and trust companies that clear
through or maintain a custodial relationship with a Direct Participant, either
directly or indirectly ("Indirect Participants"). The rules applicable to DTC
and its Participants are on file with the Commission.
Purchases of Global Securities under the DTC system must be made by or
through Direct Participants, which will receive a credit for such purchases of
Global Securities on DTC's records. The ownership interest of each actual
purchaser of each Global Security ("Beneficial Owner") is in turn to be
recorded on the Direct and Indirect Participants' records. Beneficial Owners
will not receive written confirmation from DTC of their purchase, but
Beneficial Owners are expected to receive written confirmations providing
details of the transaction, as well as periodic statements of their holdings,
from the Direct or Indirect Participant through which the Beneficial Owner
entered into the transaction. Transfers of ownership interests in the Global
Securities are to be accomplished by entries made on the books of Participants
acting on behalf of Beneficial Owners. Beneficial Owners will not receive
certificates representing their ownership interests in the Global Securities,
except in the event that use of the book-entry system for the Global Securities
is discontinued.
To facilitate subsequent transfers, all Global Securities deposited by
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of Global Securities with DTC and their registration in
the name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the Global Securities; DTC's
records reflect only the identity of the Direct Participants to whose accounts
such Global Securities are credited which may or may not be the Beneficial
Owners. The Participants will remain responsible for keeping account of their
holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants,
by Direct Participants to Indirect Participants, and by Direct Participants and
Indirect Participants to Beneficial Owners will be governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in
effect from time to time.
If the Global Securities are redeemable, redemption notices shall be sent to
Cede & Co. If less than all of the Global Securities are being redeemed, DTC's
practice is to determine by lot the amount of the interest of each Direct
Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. will consent or vote with respect to the Global
Securities. Under its usual procedures, DTC mails an omnibus proxy to the
Company as soon as possible after the record date. The omnibus proxy assigns
Cede & Co.'s consenting or voting rights to those Direct Participants whose
accounts the Global Securities are credited on the record date (identified in a
listing attached to the omnibus proxy).
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<PAGE>
Principal and interest payments on the Global Securities will be made to DTC.
DTC's practice is to credit Direct Participants' accounts on the date on which
interest or a dividend is payable in accordance with the respective holdings
shown on DTC's records, unless DTC has reason to believe that it will not
receive payment on such date. Payments by Participants to Beneficial Owners
will be governed by standing instructions and customary practices, as is the
case with securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of such Participant
and not of DTC, the Trustee, or the Company, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
principal and interest on Bonds represented by Global Securities to DTC is the
responsibility of the Company and the Trustee. Disbursement of such payments to
Direct Participants shall be the responsibility of DTC, and disbursement of
such payments to the Beneficial Owners shall be the responsibility of Direct
and Indirect Participants.
DTC may discontinue providing its services as securities depository with
respect to the Global Securities at any time by giving reasonable notice to the
Company and the Trustee. Under such circumstances, in the event that a
successor securities depository is not obtained, Bonds in certificated form are
required to be printed and delivered. The Company may decide to discontinue use
of the system of book-entry transfers through DTC (or a successor securities
depository). In that event, Bonds in certificated form are required to be
printed and delivered.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources (including DTC) that the Company believes to be
reliable, but the Company takes no responsibility for the accuracy thereof.
The underwriters, dealers or agents of any Offered Bonds may be Direct
Participants of DTC.
NONE OF THE COMPANY, THE TRUSTEE, OR ANY AGENT FOR PAYMENT ON OR REGISTRATION
OF TRANSFER OR EXCHANGE OF ANY GLOBAL SECURITY WILL HAVE ANY RESPONSIBILITY OR
LIABILITY FOR ANY ASPECT OF THE RECORDS RELATING TO OR PAYMENTS MADE ON ACCOUNT
OF BENEFICIAL INTERESTS IN SUCH GLOBAL SECURITY OR FOR MAINTAINING, SUPERVISING
OR REVIEWING ANY RECORDS RELATING TO SUCH BENEFICIAL INTERESTS.
LEGAL OPINIONS
The validity of the Bonds will be passed upon for the Company by Jones, Day,
Reavis & Pogue, 77 West Wacker, Chicago, Illinois 60601-1692, and Ogden Newell
& Welch, 1200 One Riverfront Plaza, Louisville, Kentucky 40202. Certain legal
matters will be passed upon for any underwriter, dealer or purchaser by
Cravath, Swaine & Moore, 825 Eighth Avenue, New York, New York 10019.
The Company is advised that as of March 31, 1995 members of Ogden Newell &
Welch owned 12,837 shares of common stock of KU Energy Corporation.
The statements as to matters of law or legal conclusions with respect to the
jurisdiction of certain federal regulatory commissions expressed under Item 1,
Business--Regulation in the 1994 Form 10-K have been prepared or reviewed by
Jones, Day, Reavis & Pogue. The statements as to matters of law or legal
conclusions (a) relating to the jurisdiction of certain state regulatory
commissions, expressed under Item 1, Business--Regulation in the 1994 Form 10-
K, (b) relating to the Company's compliance with environmental standards and
regulations expressed under Item 1, Business--Environmental Matters in the 1994
Form 10-K and (c) expressed under "Description of Bonds--Security" in this
Prospectus, have been prepared or reviewed by Ogden Newell & Welch. Such
statements are made upon the authority of such counsel, who have given their
opinions that such statements as to such matters are correct.
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<PAGE>
EXPERTS
The audited financial statements and financial statement schedule of the
Company included in the Company's 1994 Form 10-K and incorporated by reference
in this Prospectus and elsewhere in the Registration Statements, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their report with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said report.
PLAN OF DISTRIBUTION
The Company may sell the Bonds (i) through underwriters or dealers; (ii)
directly to one or more institutional purchasers; or (iii) through agents. The
Prospectus Supplement with respect to each series of Offered Bonds will set
forth the terms of the offering of such Offered Bonds, including the name or
names of any underwriters, the purchase price of such Offered Bonds and the
proceeds to the Company from such sale, any underwriting discounts and other
items constituting underwriters' compensation, any initial public offering
price and any discounts, commissions or concessions allowed or reallowed or
paid to dealers. Any initial public offering price and any discounts,
concessions or commissions allowed or reallowed or paid to dealers may be
changed from time to time.
If underwriters are used in an offering, the Offered Bonds will be acquired
by the underwriters for their own account and may be resold from time to time
in one or more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time of sale. The
Offered Bonds may be offered to the public either through underwriting
syndicates represented by one or more managing underwriters or directly by one
or more of such firms. The specific managing underwriter or underwriters, if
any, will be set forth in the Prospectus Supplement relating to the Offered
Bonds together with the members of the underwriting syndicate, if any. Unless
otherwise set forth in the Prospectus Supplement, the obligations of the
underwriters to purchase the Offered Bonds offered thereby will be subject to
certain conditions precedent and the underwriters will be obligated to purchase
all such Offered Bonds if any are purchased.
Offered Bonds may be sold directly by the Company or through agents
designated by the Company from time to time. The Prospectus Supplement will set
forth the name of any agent involved in the offer or sale of the Offered Bonds
in respect of which the Prospectus Supplement is delivered and any commissions
payable by the Company to such agent. Unless otherwise indicated in the
Prospectus Supplement, any such agent is acting on a best efforts basis for the
period of its appointment.
Any underwriters, dealers or agents participating in the distribution of the
Offered Bonds may be deemed to be underwriters and any discounts or commissions
received by them on the sale or resale of the Offered Bonds may be deemed to be
underwriting discounts and commissions under the Securities Act. Agents,
dealers and underwriters may be entitled, under agreements entered into with
the Company, to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act, and to contribution with
respect to payments which the agents, dealers or underwriters may be required
to make in respect thereof. Agents, dealers and underwriters may engage in
transactions with or perform services for the Company in the ordinary course of
business.
The Bonds will not be listed on a national securities exchange. No assurance
can be given that any broker-dealer will make a market in any series of Offered
Bonds, and, in any event, no assurance can be given as to the liquidity of the
trading market for any of the Offered Bonds. The Prospectus Supplement will
state, if known, whether or not any broker-dealer intends to make a market in
the Offered Bonds. If no such determination has been made, the Prospectus
Supplement will so state.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-
SENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES DE-
SCRIBED IN THIS PROSPECTUS OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITA-
TION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE IN-
FORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE OF SUCH INFORMATION.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Available Information...................................................... 2
Incorporation of Certain Information by Reference.......................... 2
Selected Information....................................................... 3
The Company................................................................ 5
Use of Proceeds............................................................ 5
Description of Bonds....................................................... 5
Book-Entry System.......................................................... 11
Legal Opinions............................................................. 13
Experts.................................................................... 14
Plan of Distribution....................................................... 14
</TABLE>
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KENTUCKY UTILITIES COMPANY
FIRST MORTGAGE BONDS
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PROSPECTUS
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<PAGE>
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
All amounts estimated except as indicated:
<TABLE>
<S> <C>
Securities and Exchange Commission, registration fee........... $ 4,485*
Printing of Registration Statement, Prospectus, Supplemental
Indenture, Bonds, Etc......................................... 40,000
Fees of Trustee................................................ 25,000
Fees of Rating Agencies........................................ 25,000
Fees of Accountants............................................ 10,000
Expenses and counsel fees for qualification or registration of
the Bonds under "blue sky" laws............................... 2,500
Counsel fees................................................... 100,000
Miscellaneous expenses, including traveling, telephone,
copying, shipping, recording, etc............................. 2,015
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Total........................................................ $209,000
========
</TABLE>
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* Exact amount
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 271B.8-500 to 271B.8-580 of the Kentucky Business Corporation Act
provide that the registrant may, and in some cases must, indemnify each
director and each officer of the registrant against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him by reason of the fact that he is or was a director
or officer of the registrant, subject to certain conditions and limitations.
Similar provisions are contained in Sections 13.1-696 to 13.1-704 of the
Virginia Stock Corporation Act.
The registrant's Amended and Restated Articles of Incorporation and By-laws
provide, in general, for mandatory indemnification of directors and officers by
the registrant to the fullest extent permitted by law.
Officers and directors of the registrant are covered by insurance policies
purchased by the registrant under which they are insured (subject to exceptions
and limitations specified in the policies) against expenses and liabilities
arising out of actions, suits or proceedings to which they are parties by
reason of being or having been such directors or officers.
Reference is made to Section 8 of the form of Underwriting Agreement (filed
herewith as Exhibit 1.01), which contemplates indemnification of the Company's
officers, directors and controlling persons by potential underwriters against
certain civil liabilities, including liabilities under the Securities Act of
1933.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS
------- ------------------------
<S> <C>
1.01 Form of First Mortgage Bond Underwriting Agreement. (Exhibit 1.01 in File
No. 33-69852) Incorporated by reference.
4.01 Indenture of Mortgage or Deed of Trust dated May 1, 1947 between the
Company and Continental Illinois National Bank and Trust Company of
Chicago and Edmond B. Stofft, as Trustees, (Amended Exhibit 7(a) in File
No. 2-7061), and Supplemental Indentures thereto dated, respectively,
January 1, 1949 (Second Amended Exhibit 7.02 in File No. 2-7802), July 1,
1950 (Amended Exhibit 7.02 in File No. 2-8499), June 15,
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS
------- ------------------------
<S> <C>
1951 (Exhibit 7.02(a) in File No. 2-8499), June 1, 1952 (Amended Exhibit
4.02 in File No. 2-9658), April 1, 1953 (Amended Exhibit 4.02 in File No.
2-10120), April 1, 1955 (Amended Exhibit 4.02 in File No. 2-11476), April
1, 1956 (Amended Exhibit 2.02 in File No. 2-12322), May 1, 1969 (Amended
Exhibit 2.02 in File No. 2-32602), April 1, 1970 (Amended Exhibit 2.02 in
File No. 2-36410), September 1, 1971 (Amended Exhibit 2.02 in File No. 2-
41467), December 1, 1972 (Amended Exhibit 2.02 in File No. 2-46161), April
1, 1974 (Amended Exhibit 2.02 in File No. 2-50344), September 1, 1974
(Exhibit 2.04 in File No. 2-59328), July 1, 1975 (Exhibit 2.05 in File No.
2-59328), May 15, 1976 (Amended Exhibit 2.02 in File No. 2-56126), April
15, 1977 (Exhibit 2.06 in File No. 2-59328), August 1, 1979 (Exhibit 2.04
in File No. 2-64969), May 1, 1980 (Exhibit 2 to Form 10-Q Quarterly Report
of the Company for the quarter ended June 30, 1980), September 15, 1982
(Exhibit 4.04 in File No. 2-79891), August 1, 1984 (Exhibit 4B to Form 10-
K Annual Report of the Company for the year ended December 31, 1984), June
1, 1985 (Exhibit 4 to Form 10-Q Quarterly Report of the Company for the
quarter ended June 30, 1985), May 1, 1990 (Exhibit 4 to Form 10-Q
Quarterly Report of the Company for the quarter ended June 30, 1990), May
1, 1991 (Exhibit 4 to Form 10-Q Quarterly Report of the Company for the
quarter ended June 30, 1991), March 1, 1992 (Exhibit 4B to Form-10K Annual
Report of the Company for the year ended December 31, 1992), May 15, 1992
(Exhibit 4.02 to Form 8-K of the Company dated May 14, 1992), August 1,
1992 (Exhibit 4 to Form 10-Q Quarterly Report of the Company for the
quarter ended September 30, 1992), June 15, 1993 (Exhibit 4.02 to Form 8-K
of the Company dated June 15, 1993), December 1, 1993 (Exhibit 4.01 to
Form 8-K of the Company dated December 10, 1993) and November 1, 1994
(Exhibit 4C to Form 10-K Annual Report of the Company for the year ended
December 31, 1994). Incorporated by reference.
4.02 Form of proposed Supplemental Indenture providing for the Bonds. (Exhibit
4.02 in File No. 33-69852) Incorporated by reference.
5.01 Opinion of Jones, Day, Reavis & Pogue regarding legality.
5.02 Opinion of Ogden Newell & Welch regarding legality.
5.03 Opinion of Hunton & Williams regarding legality.
12.01 Computation of Ratio of Earnings to Fixed Charges. (Exhibit 12 to Form 10-
Q of the Company for the quarter ended March 31, 1995). Incorporated by
reference.
23.01 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.01).
23.02 Consent of Ogden Newell & Welch (included in Exhibit 5.02).
23.03 Consent of Hunton & Williams (included in Exhibit 5.03).
23.04 Consent of Arthur Andersen LLP.
25 Form T-1 and Form T-2 statements of eligibility of trustees.
</TABLE>
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
II-2
<PAGE>
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this registration statement shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions referred to in Item 15, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in that Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in that Act and will be governed by the
final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
THE REGISTRANT. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
AS AMENDED, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE
THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 (INCLUDING THE
REASONABLE BELIEF THAT THE SECURITY RATING REQUIREMENTS OF GENERAL INSTRUCTION
I.B.2. WILL BE MET BY THE TIME OF SALE OF ANY BONDS REGISTERED HEREUNDER) AND
HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT THERETO, AS THE CASE
MAY BE, TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF LEXINGTON, AND COMMONWEALTH OF KENTUCKY.
Dated: May 10, 1995
Kentucky Utilities Company
/s/ John T. Newton
By___________________________________
John T. Newton
Chairman and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT OR AMENDMENT THERETO, AS THE CASE MAY BE, HAS BEEN
SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED.
Dated: May 10, 1995
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ John T. Newton Chairman, Chief Executive Officer and
___________________________________________ Director (principal executive officer)
John T. Newton
/s/ Michael R. Whitley President, Chief Operating Officer and
___________________________________________ Director
Michael R. Whitley
/s/ O.M. Goodlett Senior Vice President (principal financial
___________________________________________ officer)
O.M. Goodlett
/s/ Michael D. Robinson Controller (principal accounting officer)
___________________________________________
Michael D. Robinson
/s/ Mira S. Ball Director
___________________________________________
Mira S. Ball
/s/ W. B. Bechanan Director
___________________________________________
W. B. Bechanan
/s/ Harry M. Hoe Director
___________________________________________
Harry M. Hoe
/s/ Milton W. Hudson Director
___________________________________________
Milton W. Hudson
/s/ Frank V. Ramsey, Jr. Director
___________________________________________
Frank V. Ramsey, Jr.
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Warren W. Rosenthal Director
___________________________________________
Warren W. Rosenthal
/s/ William L. Rouse, Jr. Director
___________________________________________
William L. Rouse, Jr.
/s/ Charles L. Shearer Director
___________________________________________
Charles L. Shearer
</TABLE>
II-5
<PAGE>
Exhibit 5.01
JONES, DAY, REAVIS & POGUE
77 West Wacker
Chicago, Illinois 60601-1692
Telephone: 312-782-3939
Facsimile: 312-782-8585
May 10, 1995
Kentucky Utilities Company
One Quality Street
Lexington, Kentucky 40507
Ladies and Gentlemen:
We have examined the Form S-3 Registration Statement (the
"Registration Statement") of Kentucky Utilities Company (the "Company"), to
which this opinion is an exhibit, for the registration under the Securities Act
of 1933, as amended, of $13,000,000 in aggregate principal amount of the
Company's First Mortgage Bonds of one or more series (the "Bonds") to be issued
pursuant to the Indenture of Trust, dated May 1, 1947, as heretofore amended and
supplemented, from the Company to Bank of America Illinois (the "Trustee") and
Robert J. Donahue (collectively, the "Trustees"), and as further supplemented by
one or more proposed Supplemental Indentures (collectively, the "New
Supplemental Indentures" and each a "New Supplemental Indenture"). Each New
Supplemental Indenture will relate to one or more series of Bonds and will set
forth the maturity, interest rate, payment dates and certain other terms and
conditions of each such series of Bonds. Said Indenture of Trust and New
Supplemental Indentures are herein referred to as the "Indenture."
We have also examined such documents, records and matters of law as we
have deemed necessary for purposes of this opinion. Based on the foregoing, and
subject to the qualifications set forth herein, we are of the opinion that:
1. The Company is a corporation duly organized and existing under the
laws of the Commonwealths of Kentucky and Virginia.
2. The Indenture, other than the New Supplemental Indentures, constitutes
a valid and binding instrument of the Company.
3. Subject to the conditions set forth below, each New Supplemental
Indenture, the preliminary form of which is filed as an exhibit to the
Registration Statement, upon the appropriate completion thereof, will be a valid
and binding instrument of the Company and each series of Bonds will be duly
authorized, valid and
<PAGE>
binding obligations of the Company and will be entitled to the benefits of the
Indenture, except as the United States Bankruptcy Code (the "Code") may affect
the validity of the lien of the Indenture with respect to proceeds, products,
rents, issues or profits of the property subject to the lien of the Indenture
realized, and additional property acquired, within 90 days prior and subsequent
to the commencement of a case with respect to the Company under the Code, and
except as enforcement of the provisions of the Indenture may be limited by (i)
general principles of equity, including the possible unavailability of specific
performance or injunctive relief, regardless of whether such enforceability is
considered in a proceeding in equity or at law, (ii) bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights
generally, and (iii) the laws of Kentucky, Virginia and Tennessee affecting the
remedies for the enforcement of the security provided for in the Indenture.
The foregoing opinions are subject to the satisfaction of the
following conditions:
(a) the due adoption by the Board of Directors of the Company or the
Executive Committee thereof of appropriate resolutions authorizing the
execution and delivery of each New Supplemental Indenture and the
execution, authentication, issuance and sale of each series of Bonds;
(b) the issuance of orders by the Kentucky Public Service Commission,
the Tennessee Public Service Commission, and the Virginia State Corporation
Commission authorizing, approving or permitting the issuance and sale of
the Bonds by the Company on terms contemplated by the Registration
Statement and the continued effectiveness of such orders;
(c) the due execution and delivery of each New Supplemental Indenture
by the parties thereto, in substantially the form of the proposed
Supplemental Indenture filed as Exhibit 4.02 to the Registration Statement
and the form of the Supplemental Indenture approved by the authorizing
resolutions of the Board of Directors of the Company or the Executive
Committee thereof, and the filing thereof for record as required by law;
and
(d) the due execution of each series of Bonds by the Company, and the
authentication thereof by the Trustee in accordance with the terms of the
Indenture; and the issuance and sale of each series of Bonds by the Company
against receipt by it of the agreed consideration therefor in accordance
with such authorizations of the Board of Directors or Executive Committee
of the Company and with the orders of the state commissions referred to
above.
The Registration Statement must become effective under the Securities
Act of 1933, as amended, prior to the sale of any series of Bonds.
2
<PAGE>
In rendering the opinions set forth herein, we have relied solely upon
the opinion of Ogden Newell & Welch with respect to all matters governed by the
laws of the Commonwealth of Kentucky and the State of Tennessee and the opinion
of Hunton & Williams with respect to all matters governed by the laws of the
Commonwealth of Virginia. For purposes of this opinion, we express no opinion
with respect to the requirements of any state securities or "blue sky" laws.
Furthermore, we express no opinion as to the title of any person to any property
or as to the priority or perfection of the liens or security interests created,
or intended or purported to be created, by the Indenture.
We have prepared or reviewed the statements as to matters of law or
legal conclusions with respect to the jurisdiction of certain federal regulatory
commissions expressed under Item 1, Business -- Regulation in the Company's
Annual Report on Form 10-K for the year ended December 31, 1994, which is
incorporated by reference in the Prospectus which is a part of the Registration
Statement. We are of the opinion that all such statements as to such matters
are correct and we hereby consent to the use of such statements in the
Registration Statement and to the use of our name in connection therewith.
We hereby consent to the filing of this opinion as Exhibit 5.01 to the
Registration Statement and to the reference to us under the caption "Legal
Opinions" in the Prospectus constituting a part of the Registration Statement.
Very truly yours,
/s/ Jones, Day, Reavis & Pogue
JONES, DAY, REAVIS & POGUE
3
<PAGE>
Exhibit 5.02
OGDEN NEWELL & WELCH
1200 One Riverfront Plaza
Louisville, Kentucky 40202-2973
(502) 582-1601
Fax:(502) 581-9564
May 10, 1995
Kentucky Utilities Company
One Quality Street
Lexington, Kentucky 40507
Dear Sirs:
We have examined the Form S-3 Registration Statement (the
"Registration Statement") of Kentucky Utilities Company (the "Company"), to
which this opinion is an exhibit, for the registration under the Securities Act
of 1933, as amended, of $13,000,000 in aggregate principal amount of the
Company's First Mortgage Bonds of one or more series (the "Bonds") to be issued
pursuant to the Indenture of Trust, dated May 1, 1947, from the Company to Bank
of America Illinois (the "Trustee") and Robert J. Donahue (collectively, the
"Trustees"), as heretofore amended and supplemented and as further supplemented
by one or more proposed Supplemental Indentures (collectively the "New
Supplemental Indentures" and each a "New Supplemental Indenture"). Each New
Supplemental Indenture will relate to one or more series of Bonds and will set
forth the maturity, interest rate, payment dates and certain other terms and
conditions of such series of Bonds. Said Indenture of Trust and New
Supplemental Indenture are herein referred to as the "Indenture."
In connection with our opinion hereinafter given, we have examined
originals or copies certified or otherwise identified to our satisfaction of
such agreements, documents and certificates of public officials and corporate
officers and representatives and such other papers and have made such
investigations as we have deemed relevant and necessary in order to render such
opinion. As to any facts material to our opinion, we have, when relevant facts
were not independently established by us, relied, to the extent we deemed such
reliance proper, upon a certificate or certificates, telegrams or other written
or oral advice of an official, officer or authorized representative of the
particular governmental authority, corporation, firm or other entity concerned.
In our examination, we have assumed the genuineness of the signatures on
documents and instruments, the authenticity of documents submitted as originals
and the conformity to originals of documents submitted as copies thereof.
<PAGE>
Based upon our examination of such documents, records and matters of
law as we have considered relevant, it is our opinion that:
1. The Company is a corporation duly organized and existing under
the laws of the Commonwealths of Kentucky and Virginia.
2. The Indenture, other than the New Supplemental Indentures,
constitutes a valid and binding instrument of the Company.
3. Subject to the conditions set forth below, each New Supplemental
Indenture, the preliminary form of which is filed as an exhibit to the
Registration Statement, upon the appropriate completion thereof, will be a valid
and binding instrument of the Company and each series of Bonds will be duly
authorized, valid and binding obligations of the Company and will be entitled to
the benefits of the Indenture, except as the United States Bankruptcy Code (the
"Code") may affect the validity of the lien of the Indenture with respect to
proceeds, products, rents, issues or profits of the property subject to the lien
of the Indenture realized, and additional property acquired, within 90 days
prior and subsequent to the commencement of a case with respect to the Company
under the Code, except as enforcement of the Indenture may be limited by state
insolvency laws or other similar laws affecting the enforcement of creditors'
rights, and except as enforcement of provisions of the Indenture may be limited
by the laws of Kentucky, Virginia and Tennessee affecting the remedies for the
enforcement of the security provided for in the Indenture.
The foregoing opinions are subject to the satisfaction of the
following conditions:
(a) the due adoption by the Board of Directors of the Company or the
Executive Committee thereof of appropriate resolutions authorizing the execution
and delivery of each New Supplemental Indenture and the execution,
authentication, issuance and sale of each series of Bonds;
(b) the issuance of orders by the Kentucky Public Service Commission,
the Tennessee Public Service Commission, and the Virginia State Corporation
Commission authorizing, approving or permitting the issuance and sale of the
Bonds by the Company and the continued effectiveness of such orders;
(c) the due execution and delivery of each New Supplemental Indenture
by the parties thereto, in substantially the form of the proposed Supplemental
Indenture filed as Exhibit 4.02 to the Registration Statement and the form of
the Supplemental Indenture approved by the authorizing resolutions of the Board
of Directors of the Company or the Executive Committee thereof, and the filing
thereof for record as required by law; and
2
<PAGE>
(d) the due execution of each series of Bonds by the Company and the
authentication thereof by the Trustee, in accordance with the terms of the
Indenture; and the issuance and sale of each series of Bonds by the Company
against receipt by it of the agreed consideration therefor and in accordance
with such authorizations of the Board of Directors of the Company or the
Executive Committee thereof and with the order or orders of the state
commissions referred to above.
We have prepared or reviewed the statements as to matters of law or
legal conclusions (a) relating to the jurisdiction of certain state regulatory
commissions, expressed under Item 1, Business -- Regulation in the Company's
Annual Report on Form 10-K for the year ended December 31, 1994 ("1994 Form 10-
K"), which is incorporated by reference in the Prospectus constituting a part of
the Registration Statement, (b) relating to the Company's compliance with
environmental standards and regulations expressed under Item 1, Business --
Environmental Matters in the 1994 Form 10-K and (c) expressed under "Description
of Bonds -- Security" in the Prospectus constituting a part of the Registration
Statement. We are of the opinion that all such statements as to such matters
are correct and we hereby consent to the use of such statements in the
Registration Statement and to the use of our name in connection therewith.
This opinion may be relied upon by the Company and its counsel. We
are members of the Bar of the Commonwealth of Kentucky, and in rendering this
opinion, our examination of law has been limited to, and we express no opinion
as to the law of any jurisdiction other than, the laws of the Commonwealths of
Kentucky and Virginia and the State of Tennessee. In rendering the opinions set
forth herein, we have relied solely upon the opinion of Hunton & Williams with
respect to all matters governed by the laws of the Commonwealth of Virginia.
For purposes of this opinion, we express no opinion with respect to the
requirements of any state securities or "blue sky" laws.
We hereby consent to the filing of this opinion as Exhibit 5.02 to the
Registration Statement and to the reference to us under the caption "Legal
Opinions" in the Prospectus constituting a part of the Registration Statement.
Very truly yours,
OGDEN NEWELL & WELCH
By: /s/ James S. Welch
---------------------------------
3
<PAGE>
Exhibit 5.03
HUNTON & WILLIAMS
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
Telephone (804) 788-8200
Facsimile (804) 788-8218
May 10, 1995
Kentucky Utilities Company
One Quality Street
Lexington, Kentucky 40507
Ogden Newell & Welch
1200 One Riverfront Plaza
Louisville, Kentucky 40202
Jones, Day, Reavis & Pogue
77 West Wacker
Chicago, Illinois 60601-1692
Kentucky Utilities Company
--------------------------
Dear Sirs:
We have examined the Registration Statement on Form S-3 (the
"Registration Statement") of Kentucky Utilities Company (the "Company"), to
which this opinion is an exhibit, for the registration under the Securities Act
of 1933, as amended, of $13,000,000 in aggregate principal amount of the
Company's First Mortgage Bonds to be issued pursuant to the Indenture of Trust,
dated May 1, 1947, from the Company to Bank of America Illinois (the "Trustee")
and Robert J. Donahue (collectively, the "Trustees"), as heretofore amended and
supplemented and as further supplemented by one or more proposed Supplemental
Indentures (collectively the "New Supplemental Indentures" and each a "New
Supplemental Indenture"). Each New Supplemental Indenture will relate to one or
more series of Bonds and will set forth the maturity, interest rate, payment
dates and certain other terms and conditions of such series of Bonds. The
Indenture of Trust as supplemented by the New Supplemental Indenture is herein
referred to as the "Indenture."
Based upon our examination of Virginia law and such documents, records
and matters of law as we have considered necessary for the purposes of this
opinion, and subject to the qualifications stated herein, we are of the opinion
that:
<PAGE>
1. The Company is a corporation duly organized and existing under the
laws of the Commonwealth of Virginia.
2. The Indenture, other than the New Supplemental Indentures,
constitutes a valid and binding instrument of the Company.
3. Subject to the conditions set forth below, each New Supplemental
Indenture, the preliminary form of which is filed as an exhibit to the
Registration Statement, upon the appropriate completion thereof, will be a valid
and binding instrument of the Company and each series of Bonds will be duly
authorized, valid and binding obligations of the Company and will be entitled to
the benefits of the Indenture, except as enforcement of the provisions of the
Indenture may be limited by insolvency, moratorium and other similar laws of
Virginia affecting the enforcement of creditors' rights generally, and except as
enforcement of provisions of the Indenture may be limited by the laws of
Virginia affecting the remedies for the enforcement of the security provided for
in the Indenture.
The foregoing opinions are subject to the satisfaction of the
following conditions:
(a) the due adoption by the Board of Directors of the Company or the
Executive Committee thereof of appropriate resolutions authorizing the execution
and delivery of each New Supplemental Indenture and the execution,
authentication, issuance and sale of each series of Bonds;
(b) the issuance of an order by the Virginia State Corporation
Commission (the "SCC") authorizing, approving or permitting the issuance and
sale of the Bonds by the Company;
(c) the due execution and delivery of each New Supplemental Indenture
by the parties thereto, in substantially the form of the proposed New
Supplemental Indenture filed as Exhibit 4.02 to the Registration Statement and
the form of the Supplemental Indenture approved by the authorizing resolutions
of the Board of Directors of the Company or the Executive Committee thereof, and
the filing of the Indenture for record as required by law; and
(d) the due execution of each series of Bonds by the Company and the
authentication thereof by the Trustee, in accordance with the terms of the
Indenture; and the issuance and sale of each series of Bonds by the Company
against receipt by it of the agreed consideration therefor and in accordance
with such authorization of the Board of Directors of the Company or the
Executive Committee thereof and with the order of the SCC referred to above.
This opinion may be relied upon by the Company, Ogden Newell & Welch,
and Jones, Day, Reavis & Pogue for purposes of the
2
<PAGE>
transaction described in the first paragraph hereof. We are members of the Bar
of the Commonwealth of Virginia, and in rendering this opinion, our examination
of law has been limited to, and we express no opinion as to the laws of any
jurisdiction other than, the laws of the Commonwealth of Virginia. For purposes
of this opinion, we express no opinion with respect to the requirements of any
state securities or "blue sky" laws.
We hereby consent to the filing of this opinion as Exhibit 5.03 to the
Registration Statement.
Very truly yours,
/s/ Hunton & Williams
HUNTON & WILLIAMS
3
<PAGE>
EXHIBIT 23.04
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 30, 1995,
appearing on page 24 of Kentucky Utilities Company's Form 10-K for the year
ended December 31, 1994, and to all references to our firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois,
May 10, 1995
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION
305(B)(2)
----------------
BANK OF AMERICA ILLINOIS
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
ILLINOIS 36-0947896
(JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER
ORGANIZATION IF NOT A U.S. NATIONAL IDENTIFICATION NO.)
BANK)
231 SOUTH LASALLE STREET, CHICAGO, 60697
ILLINOIS (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
----------------
KENTUCKY UTILITIES COMPANY
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
KENTUCKY AND VIRGINIA 61-0247570
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
ONE QUALITY STREET 40507
LEXINGTON, KENTUCKY (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
FIRST MORTGAGE BONDS
(TITLE OF INDENTURE SECURITIES)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
ITEM 1. GENERAL INFORMATION.
FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT
IS SUBJECT.
Commissioner of Banks and Trust Companies, State of Illinois,
Springfield, Illinois.
Chicago Clearing House Association, 164 W. Jackson Boulevard, Chicago,
Illinois.
Federal Deposit Insurance Corporation, Washington, D.C.
The Board of Governors of the Federal Reserve System, Washington, D.C.
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
The obligor is not an affiliate of the trustee.
ITEM 3. VOTING SECURITIES OF THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF VOTING SECURITIES OF
THE TRUSTEE:
AS OF MAY 8, 1995
<TABLE>
<CAPTION>
COL. B
COL. A AMOUNT
TITLE OF CLASS OUTSTANDING
-------------- -----------
<S> <C>
</TABLE>
Not applicable by virtue of response to Item 13.
ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.
IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY OTHER
SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, FURNISH THE FOLLOWING INFORMATION:
(A) TITLE OF THE SECURITIES OUTSTANDING UNDER EACH SUCH OTHER INDENTURE.
Not applicable by virtue of response to Item 13.
(B) A BRIEF STATEMENT OF THE FACTS RELIED UPON AS A BASIS FOR THE CLAIM
THAT NO CONFLICTING INTEREST WITHIN THE MEANING OF SECTION 310(B)(1) OF
THE ACT ARISES AS A RESULT OF THE TRUSTEESHIP UNDER ANY SUCH OTHER
INDENTURE, INCLUDING A STATEMENT AS TO HOW THE INDENTURE SECURITIES
WILL RANK AS COMPARED WITH THE SECURITIES ISSUED UNDER SUCH OTHER
INDENTURE.
Not applicable by virtue of response to Item 13.
ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
UNDERWRITERS.
IF THE TRUSTEE OR ANY OF THE DIRECTORS OR EXECUTIVE OFFICERS OF THE TRUSTEE
IS A DIRECTOR, OFFICER, PARTNER, EMPLOYEE, APPOINTEE, OR REPRESENTATIVE OF THE
OBLIGOR OR OF ANY UNDERWRITER FOR THE OBLIGOR, IDENTIFY EACH SUCH PERSON HAVING
ANY SUCH CONNECTION AND STATE THE NATURE OF EACH SUCH CONNECTION.
Not applicable by virtue of response to Item 13.
1
<PAGE>
ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE TRUSTEE
OWNED BENEFICIALLY BY THE OBLIGOR AND EACH DIRECTOR, PARTNER AND EXECUTIVE
OFFICER OF THE OBLIGOR.
AS OF MAY 8, 1995
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
PERCENTAGE
OF VOTING
SECURITIES
REPRESENTED
BY AMOUNT
NAME OF TITLE OF AMOUNT OWNED GIVEN
OWNER CLASS BENEFICIALLY IN COL. C
------- -------- ------------ -----------
<S> <C> <C> <C>
</TABLE>
Not applicable by virtue of response to Item 13.
ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE TRUSTEE
OWNED BENEFICIALLY BY EACH UNDERWRITER FOR THE OBLIGOR AND EACH DIRECTOR,
PARTNER, AND EXECUTIVE OFFICER OF EACH SUCH UNDERWRITER.
AS OF MAY 8, 1995
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
PERCENTAGE
OF VOTING
SECURITIES
REPRESENTED
BY AMOUNT
NAME OF TITLE OF AMOUNT OWNED GIVEN
OWNER CLASS BENEFICIALLY IN COL. C
------- -------- ------------ -----------
<S> <C> <C> <C>
</TABLE>
Not applicable by virtue of response to Item 13.
ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO SECURITIES OF THE OBLIGOR OWNED
BENEFICIALLY OR HELD AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT BY THE
TRUSTEE:
AS OF MAY 8, 1995
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
WHETHER
THE
SECURITIES
ARE VOTING
OR AMOUNT OWNED BENEFICIALLY OR PERCENT OF CLASS
TITLE OF NONVOTING HELD AS COLLATERAL SECURITY REPRESENTED BY AMOUNT
CLASS SECURITIES FOR OBLIGATIONS IN DEFAULT GIVEN IN COL. C
-------- ---------- ---------------------------- ---------------------
<S> <C> <C> <C>
</TABLE>
Not applicable by virtue of response to Item 13.
2
<PAGE>
ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT ANY SECURITIES OF AN UNDERWRITER FOR THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH
UNDERWRITER ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.
AS OF MAY 8, 1995
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR HELD PERCENT OF CLASS
NAME OF ISSUER AS COLLATERAL SECURITY REPRESENTED BY
AND TITLE OF AMOUNT FOR OBLIGATIONS IN AMOUNT GIVEN IN
CLASS OUTSTANDING DEFAULT BY TRUSTEE COL. C
-------------- ----------- ---------------------- ----------------
<S> <C> <C> <C>
</TABLE>
Not applicable by virtue of response to Item 13.
ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT VOTING SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF
THE TRUSTEE (1) OWNS 10 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR
OR (2) IS AN AFFILIATE, OTHER THAN A SUBSIDIARY, OF THE OBLIGOR, FURNISH THE
FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF SUCH PERSON.
AS OF MAY 8, 1995
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR HELD PERCENT OF CLASS
NAME OF ISSUER AS COLLATERAL SECURITY REPRESENTED BY
AND TITLE OF AMOUNT FOR OBLIGATIONS IN AMOUNT GIVEN IN
CLASS OUTSTANDING DEFAULT BY TRUSTEE COL. C
-------------- ----------- ---------------------- ----------------
<S> <C> <C> <C>
</TABLE>
Not applicable by virtue of response to Item 13.
ITEM 11. OWNERSHIP OF HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT ANY SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF THE
TRUSTEE, OWNS 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH PERSON
ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.
AS OF MAY 8, 1995
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR HELD PERCENT OF CLASS
NAME OF ISSUER AS COLLATERAL SECURITY REPRESENTED BY
AND TITLE OF AMOUNT FOR OBLIGATIONS IN AMOUNT GIVEN IN
CLASS OUTSTANDING DEFAULT BY TRUSTEE COL. C
-------------- ----------- ---------------------- ----------------
<S> <C> <C> <C>
</TABLE>
Not applicable by virtue of response to Item 13.
3
<PAGE>
ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
EXCEPT AS NOTED IN THE INSTRUCTIONS, IF THE OBLIGOR IS INDEBTED TO THE
TRUSTEE, FURNISH THE FOLLOWING INFORMATION:
AS OF MAY 8, 1995
<TABLE>
<CAPTION>
COL. A COL. B COL. C
NATURE OF INDEBTEDNESS AMOUNT OUTSTANDING DATE DUE
- ---------------------- ------------------ --------
<S> <C> <C>
</TABLE>
Not applicable by virtue of response to Item 13.
ITEM 13. DEFAULTS BY THE OBLIGOR.
(A) STATE WHETHER THERE IS OR HAS BEEN A DEFAULT WITH RESPECT TO THE
SECURITIES UNDER THIS INDENTURE. EXPLAIN THE NATURE OF ANY SUCH DEFAULT.
There is not nor has there been a default with respect to the
securities under this indenture.
(B) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY OTHER
SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, OR IS TRUSTEE FOR MORE THAN ONE
OUTSTANDING SERIES OF SECURITIES UNDER THE INDENTURE, STATE WHETHER THERE HAS
BEEN A DEFAULT UNDER ANY SUCH INDENTURE OR SERIES, IDENTIFY THE INDENTURE OR
SERIES AFFECTED, AND EXPLAIN THE NATURE OF ANY SUCH DEFAULT.
There is not nor has there been a default with respect to the
securities under this indenture. The trustee is not a trustee under
other indentures under which securities issued by the obligor are
outstanding.
ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.
IF ANY UNDERWRITER IS AN AFFILIATE OF THE TRUSTEES, DESCRIBE EACH SUCH
AFFILIATION.
Not applicable by virtue of response to Item 13.
ITEM 15. FOREIGN TRUSTEE.
IDENTIFY THE ORDER OR RULE PURSUANT TO WHICH THE FOREIGN TRUSTEE IS
AUTHORIZED TO ACT AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE QUALIFIED
UNDER THE ACT.
Not applicable.
ITEM 16. LIST OF EXHIBITS.
LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF ELIGIBILITY.
1. A copy of the certification by the Illinois Commissioner of Banks and
Trust Companies of Bank of America Illinois' Charter and Certificate of
Conversion, incorporated herein by reference to Exhibit 1 to T-1;
Registration No. 33-81660.
2. A copy of the certification by the Illinois Commissioner of Banks and
Trust Companies of Bank of America Illinois' Charter and Certificate of
Conversion, incorporated herein by reference to Exhibit 1 to T-1;
Registration No. 33-81660, includes the authority of the trustee to
commence business.
3. A copy of the certificate of authority for Bank of America Illinois to
engage in trust activities issued by the Illinois Commissioner of Banks and
Trust Companies, incorporated herein by reference to Exhibit 3 to T-1;
Registration No. 33-81660.
4. A copy of the existing By-laws of Bank of America Illinois, filed
herewith.
5. Not applicable.
4
<PAGE>
6. The consent of the trustee required by Section 321(b) of the Trust
Indenture Act of 1939, incorporated herein by reference to Exhibit 6 to T-
1; Registration No. 33-81660.
7. A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority, filed herewith.
8. Not applicable.
9. Not applicable.
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939, THE TRUSTEE,
BANK OF AMERICA ILLINOIS, AN ILLINOIS BANKING CORPORATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE STATE OF ILLINOIS, HAS DULY CAUSED THIS
STATEMENT OF ELIGIBILITY TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, ALL IN THE CITY OF CHICAGO, AND STATE OF ILLINOIS,
AS OF THE 8TH DAY OF MAY, 1995.
Bank of America Illinois
/s/ Michele Gallo
By __________________________________
Michele Gallo
Assistant Vice President
5
<PAGE>
Exhibit 4
BANK OF AMERICA ILLINOIS
BY-LAWS
As last amended on January 26, 1995
ARTICLE I
MEETINGS OF STOCKHOLDERS
------------------------
Section 1. Annual Meetings; Special Meetings: The annual meeting of the
stockholders of the Bank for the election of the Board of Directors shall be
held at its main banking premises, or at such other place duly authorized by the
Board of Directors, on such date and at such time in each year as may be
designated from time to time by the Board of Directors. A special meeting of the
stockholders may be called at any time by the Board of Directors of the Bank or
by any stockholder or stockholders owning not less than 25% of the outstanding
capital stock of the Bank, and otherwise as may be provided in the Illinois
Banking Act and these By-laws. Any such special meeting shall be held at such
place, date and time as may be designated in the notice of special meeting.
Section 2. Notice of Meeting: Written or printed notice stating the place,
day and hour of the meeting, and in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than 10
nor more than 40 days before the date of the meeting either personally or by
mail, by or at the direction of the Chairman, the President or the Secretary, or
the officer or persons calling the meeting, to each stockholder of record
entitled to vote at the meeting. If mailed, the notice shall be deemed to be
delivered when deposited in the United States mail with postage thereon prepaid
addressed to the stockholder at his address as it appears on the records of the
Bank.
When a notice is required to be given to stockholders under the Illinois
Banking Act or by the Charter of the Bank or these By-laws, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent thereto.
Section 3. Organization: The Board of Directors shall appoint a Chairman
and a Secretary at each meeting of stockholders.
Section 4. Record Date: For the purpose of determining stockholders
entitled to notice of or to vote at any meeting of stockholders, the Board of
Directors may fix in advance a date as the record date for any determination of
stockholders, the date to be not more than 40 days and not less than 10 days
prior to
<PAGE>
the date on which the particular action requiring the determination of
stockholders is to be taken. If no record date is fixed for the determination of
stockholders entitled to notice of or to vote at a meeting of stockholders, the
date on which notice of a meeting is mailed shall be the record date for the
determination of stockholders.
Section 5. Voting: Each outstanding share of capital stock shall be
entitled to one vote on each matter submitted to a vote at a meeting of
stockholders. The stockholders of the Bank shall not have cumulative voting
rights in the election of directors or in any other circumstances.
A stockholder entitled to vote at a meeting of stockholders may vote either
in person or by proxy executed in writing by the stockholder or by his duly
authorized attorney-in-fact. No proxy shall be valid after 11 months from the
date of its execution, unless otherwise provided in the proxy.
A record shall be made of the stockholders represented in person and by
proxy after which the stockholders shall proceed to the election of directors
and to the transaction of any other business that may properly come before the
meeting. A record of the stockholders' meeting, giving names of the stockholders
present and the number of shares of capital stock held by each, the names of the
stockholders represented by the proxy and the names of the proxies, shall be
entered in the records of the meeting. This record shall show the names of the
stockholders and the number of shares voted for each resolution or voted for
each candidate for director. The Chairman, the President or the Secretary shall
forward to the Illinois Commissioner of Banks and Trust Companies (the
"Commissioner") such information and reports with respect to any meeting of
stockholders as the Commissioner shall require.
Section 6. Quorum; Adjournment: A majority of the outstanding shares
represented in person or by proxy shall constitute a quorum at a meeting of
stockholders. In the absence of a quorum, a meeting may be adjourned from time
to time without notice to the stockholders.
Section 7. Consents in Lieu of Voting: Whenever the vote of the
stockholders at a meeting is required or permitted to be taken in connection
with any corporate action by any section of the Illinois Banking Act, the
meeting and vote of stockholders may be dispensed with if all of the
stockholders who would have been entitled to vote upon the action if such
meeting were held shall consent in writing to such corporate action being taken.
In the event that the action which is consented to is such as would have
required the filing of a certificate under any of the other sections of the
Illinois Banking Act, if such action had been voted upon by the stockholders at
a meeting thereof, the
-2-
<PAGE>
certificate filed under such other section shall state that written consent
has been given hereunder, in lieu of stating that the stockholders have voted
upon the corporate action in question, if such last mentioned statement is
required thereby.
Section 8. Preemptive Rights: Except as shall be required by the Illinois
Banking Act, no holder of shares of any class of stock of the Bank shall have
any preemptive or other right of subscription to any shares, or to any
obligations convertible into any shares, of any class of stock of the Bank,
whether now or hereafter authorized, but shall have only such right, if any, of
subscription to any such shares as the Board of Directors, in its discretion,
may from time to time determine and at such price as the Board of Directors may
from time to time fix.
ARTICLE II
DIRECTORS
---------
Section 1. Board of Directors: The business and affairs of the Bank shall
be managed by its Board of Directors.
Section 2. Number and Vacancies: The number of directors, not fewer than
five nor more than 25, may be fixed from time to time by resolution of the
stockholders of the Bank at any meeting of the stockholders called for the
purpose of electing directors or changing the number thereof by the affirmative
vote of at least two-thirds of the outstanding stock entitled to vote at the
meeting, and the number so fixed shall be the Board of Directors regardless of
vacancies until the number of directors is thereafter changed by similar action.
To the full extent provided by the Illinois Banking Act, any vacancy or
vacancies in the Board of Directors arising between stockholders' meeting may be
filled by resolution of the Board of Directors; provided, however, that, to the
extent the Illinois Banking Act so requires, at no time may the number of
directors selected to fill a vacancy in this manner during any interim period
between stockholders' meetings exceed 33-1/3% of the total membership of the
Board of Directors.
Section 3. Regular Meetings: The Board of Directors shall hold regular
meetings of the Board of Directors as provided by the Illinois Banking Act, but
in no event less than four times per year, at such time and place as the Board
of Directors may from time to time determine, without call and without notice;
provided, however, that by action of the Board of Directors at any meeting, or
with the consent of the majority of the members of the Board of Directors at the
time in office, any regular meeting may be omitted so long as regular meetings
of the Board of Directors are held at least four times per year.
-3-
<PAGE>
Section 4. Special Meetings: Special meetings of the Board of Directors may
be called at any time by the Chairman, or in the event of his absence or
disability, by the President, or, in the event of their absence or disability,
by the Secretary, and shall be called by the Secretary upon the written request
of a majority of the number of directors at the time in office. Special meetings
of the Board of Directors shall be held at such place and time as may be fixed
in the call for such meeting. Notice of each special meeting of directors shall
be given by the Secretary to each director by personal delivery or telephone,
not less than twenty-four hours prior to such meeting, or by mail or telegram
addressed to him at his usual business address, at least five days prior to the
meeting in case of notice by mail and at least 24 hours prior to the meeting in
case of notice by telegram. If mailed or wired, such notice shall be deemed
given to any director when directed to such director at his address as it
appears on the records of the Bank and when deposited in the United States mail,
postage prepaid, or when delivered to an appropriate telegraph office, charges
prepaid, as the case may be. The notice of any special meeting of the Board of
Directors need not specify any purpose or purposes for such meeting. When a
notice is required to be given to directors under the Illinois Banking Act or by
the Charter of the Bank or these By-laws, a waiver thereof in writing, signed by
the person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.
A special meeting of the Board of Directors may also be held upon call by
the Commissioner or by a bank examiner appointed under the provisions of the
Illinois Banking Act upon not less than 12 hours notice of the meeting by
personal service of the notice or by mailing the notice to each of the directors
at his residence as shown by the books of the Bank.
Section 5. Quorum; Action of Directors: A majority of the Board of
Directors shall constitute a quorum for the transaction of business at any
directors' meeting, unless the act of a greater number is required by the
Charter of the Bank or these By-laws, but a lesser number may adjourn any
meeting from time to time for want of a quorum and the meeting may be held as
adjourned without notice. The act of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors,
unless the act of a greater number is required by the Charter of the Bank or
these By-laws.
Section 6. Action by Unanimous Consent: Whenever the vote of the directors
at a meeting is required or permitted to be taken in connection with any
corporate action by any section of the Illinois Banking Act, the meeting and
vote of directors may be dispensed with if all of the directors who would have
been entitled to vote upon the action if such meeting were held shall consent in
writing to such corporate action being taken. In the
-4-
<PAGE>
event that the action which is consented to is such as would have required the
filing of a certificate under any of the other sections of the Illinois Banking
Act if such action had been voted upon by the directors at a meeting thereof,
the certificate filed under such other section shall state that written consent
has been given hereunder in lieu of stating that the directors have voted upon
the corporate action in question, if such last mentioned statement is required
thereby.
Section 7. Conference Telephone: Members of the Board of Directors or any
committee thereof may participate in a meeting of such Board or committee by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting in such manner shall constitute presence in person at
such meeting.
Section 8. Compensation of Directors: Each director, as such, shall be
entitled to receive reimbursement for his reasonable expenses incurred in
attending meetings of the Board of Directors or any committee thereof or
otherwise in connection with his attention to the affairs of the Bank. In
addition, each director, who is not at the time a regularly compensated officer
or employee of the Bank or any of its subsidiaries, shall be entitled to such
fee for his services as a director (and if a member of any committee of the
Board of Directors, such fee for his services as such member) as may be fixed
from time to time by the affirmative vote of a majority of the Board of
Directors. Such fees may be fixed both for meetings attended and on an annual
basis, or either thereof, and may be payable currently or deferred.
Section 9. Directors shall not be required to own capital stock of the
Bank.
ARTICLE III
COMMITTEES OF THE BOARD
-----------------------
Section 1. The Board of Directors may elect such committees, each to
consist of one or more directors, as it may from time to time determine, which
committees shall serve for such term and shall have and may exercise such
duties, functions and powers as the Board of Directors may from time to time
prescribe. All actions taken by any such committee shall be reported to the
Board of Directors at such times as the Board of Directors shall direct. In
addition to the foregoing, the Chairman, or in his absence, the President, may
from time to time designate a member or members of the Board of Directors as a
special ad hoc committee to consult with him with respect to such matters as he
may specify, each such committee to function in an advisory capacity only.
-5-
<PAGE>
ARTICLE IV
OFFICERS
--------
Section 1. Officers: The officers of the Bank shall consist of a Chairman,
a President, a Secretary and such officers (including one or more Vice Chairmen
and a Cashier) as may be required from time to time and as may be appointed by
the Board of Directors.
Section 2. Authority and Duties of Officers: The Chairman shall be the
chief executive officer of the Bank and shall have general supervision and
direction of the business and affairs of the Bank. He shall preside at all
meetings of the Board of Directors. He may be a member of any or all standing
and special committees of the Board of Directors and shall have authority to
call meetings thereof. In the event of the absence or disability of the
Chairman, the President shall have the powers and duties of the Chairman and is
designated to act as and perform the duties of the Chairman. In the event of the
absence or disability of the Chairman and the President, one of the Vice
Chairmen, if any (to be designated by the Chairman), shall have the powers and
duties of the Chairman.
The President shall have the powers and duties pertaining by law or
regulation to the office of President. In the event of the absence or disability
of the President or in the event of a vacancy in that office, the Chairman shall
have the powers and duties pertaining by law or regulation to the office of
President.
The Secretary shall, except as otherwise determined by the Board of
Directors, attend and record all of the proceedings of all meetings of
stockholders and the Board of Directors, and unless otherwise directed by any
such committee, of all committees in the books of the Bank kept for that
purpose; shall see that all notices are given and records and reports properly
kept and filed by the Bank as required by these By-Laws, or as required by law;
shall have charge of and control over the records of the Bank and the
certificate books, transfer books and stock ledgers, and such other books and
papers as the Board of Directors may direct; and shall be the custodian of the
corporate seal of the Bank and see that it is affixed to all documents to be
executed on behalf of the Bank under its seal. In addition to such powers and
duties as the Secretary may have from time to time, the Secretary shall have the
powers and duties pertaining by law or regulation to the office of Cashier.
The duties and authorities of the officers of the Bank shall otherwise be
those usually pertaining to their respective offices, or as may be designated by
the Chairman, subject to the supervision and direction of the Board of
Directors.
-6-
<PAGE>
Section 3. Appointment: Unless otherwise determined by the Board of
Directors, the Chairman shall be authorized to appoint all officers except a
President, one or more Vice Chairmen, any other officer classified from time to
time as an executive officer by resolution of the Board of Directors, or the
officers respectively serving as the principal internal auditor or as the chief
credit, human resources, or legal officer of the Bank, irrespective of title
designation.
Any officer, agent or employee elected or appointed by the Board of
Directors may be removed and replaced only by the Board of Directors, and may be
removed, with or without cause, at any time by a majority vote of the Board of
Directors at the time in office.
Any officer, agent or employee who is not elected or appointed by the Board
of Directors shall hold office at the discretion of the Chairman or of the
officer appointing him. The Chairman or the President may at any time in his
discretion suspend, subject to the approval of the Board of Directors at its
next meeting, the authority of any other officer or officers of the Bank, other
than the Chairman or the President.
Section 4. The compensation of officers and employees of this Bank shall be
fixed in accordance with applicable personnel policies and practices of Bank of
America N.T.& S.A. No such officer or employee shall be precluded from receiving
compensation by reason of the fact that the person is also a director of this
Bank.
A report shall be made annually to the Board of Directors by the Chairman
detailing the compensation paid (including any award granted pursuant to a stock
option plan maintained by this Bank's parent, BankAmerica Corporation) to any
officer or employee of this Bank (i) whose annual base salary equals $200,000 or
more (except for any person paid in foreign currency and excluded from that
category by the Board of Directors) or (ii) the sum of whose bonus or incentive
awards in any calendar year and annual base salary would exceed $300,000. The
report shall contain such other data as the Board of Directors from time to time
shall deem appropriate.
Section 5. All officers and employees shall be bonded for the honest and
faithful discharge of their duties.
-7-
<PAGE>
ARTICLE V
INDEMNIFICATION
---------------
Section 1. General: The Bank shall indemnify, in accordance with and to the
full extent permitted by the Illinois Banking Act as the same exists or may
hereafter be amended, any person who was or is a party or is threatened to be
made party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Bank) by reason of the fact that he is or was a
director, officer, employee or agent of the Bank, or who is or was serving at
the request of the Bank, as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Bank,
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendre or its equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the Bank and with respect to any
criminal action or proceeding, that he had reasonable cause to believe that his
conduct was unlawful.
Section 2. Action or Suit By or in the Right of the Bank: The Bank shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Bank to procure a judgment in its favor by reason of the fact that he is or was
a director, officer, employee or agent of the Bank, or is or was serving at the
request of the Bank as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Bank, provided that no indemnification shall be made with
respect to any claim, issue or matter as to which such person has been adjudged
to have been liable to the Bank unless and only to the extent that the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability, but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses as the court shall deem proper.
-8-
<PAGE>
Section 3. Expenses: To the extent that a director, officer, employee or
agent of the Bank has been successful, on the merits or otherwise, in defense
of any action, suit or proceeding referred to in Sections 1 and 2 of this
Article V, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
Section 4. Authorization: Any indemnification under Sections 1 and 2 of
this Article V (unless ordered by a court) shall be made by the Bank only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth in Sections 1 and 2.
Such determination shall be made (i) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (iii) by the stockholders.
Section 5. Advancement of Expenses: Expenses (including attorneys' fees)
incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
Bank in advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such director or officer to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Bank as authorized in this Article V. Such expenses
(including attorneys' fees) incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the Board of Directors deems
appropriate.
Section 6. Other Rights: The indemnification and advancement of expenses
provided by or granted under the other sections of this Article V shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under the Charter of the Bank, any
by-law, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office.
Section 7. Insurance: The Bank may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Bank, or who is or was serving at the request of the Bank as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Bank would have the power to
-9-
<PAGE>
indemnify him against such liability under the provisions of this Article V.
Insurance purchased by the Bank in accordance with this Article V may, but
need not (i) be for the benefit of all directors, officers, employees and
agents of the Bank and (ii) provide also for indemnification or reimbursement
to the Bank of and for payments and obligations to make payments by the Bank
to any of its directors, officers, employees or agents to the extent such
payments or obligations to make payments are permitted under Sections 1 through
6 of this Article V.
Section 8. The Bank: For purposes of this Article V, references to the
"Bank" shall include, in addition to the surviving corporation, any merging
corporation (including a corporation having merged with a merging corporation)
absorbed in a merger which, if its separate existence had continued, would have
had the power and authority to indemnify its directors, officers, employees or
agents, so that any person who was or is a director, officer, employee or agent
of such merging corporation, or is or was serving at the request of such merging
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article V with respect to the surviving
corporation as he would have with respect to such merging corporation if its
separate existence had continued.
Section 9. Definitions: For purposes of this Article V, references to
"other enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the Bank" shall
include any service as a director, officer, employee or agent of the Bank which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants or
beneficiaries. A person who acted in good faith and in a manner he reasonably
believed to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner "not opposed to
the best interests of the Bank" as referred to in this Article V.
Section 10. Continuation: The indemnification and advancement of expenses
provided by or granted under this Article V shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of that person.
Section 11. Contract: All rights to indemnification and advancement of
expenses provided by this Article V shall be deemed to be a contract between
the Bank and each person referred to herein. Any repeal or modification of this
Article V or any
-10-
<PAGE>
repeal or modification of relevant provisions of the Illinois Banking Act, the
Illinois Business Corporation Act or any other applicable law shall not in any
way diminish any rights to indemnification or advancement of expenses with
respect to any state of facts then or previously existing or any action, suit or
proceeding previously or thereafter brought or threatened based in whole or in
part on such state of facts.
ARTICLE VI
SHARES AND CERTIFICATES
-----------------------
Section 1. Certificates: The shares of capital stock of the Bank shall be
represented by certificates signed (manual or facsimile) by the Chairman, the
President or a Vice Chairman and signed (manual or facsimile) by the Cashier,
the Secretary or any Assistant Secretary, and shall bear the seal (impression or
facsimile) of the Bank. Such shares shall be transferable only on the books of
the Bank, and no transfer shall be made or new certificate issued except on the
surrender of the certificate or certificates previously issued therefor, or on
proof of their loss and the furnishing of indemnity satisfactory to the
Chairman, the President or any other officer of the Bank designated in writing
by the Chairman.
Section 2. Record Date: For the purpose of determining stockholders entitled
to notice of or to vote at any meeting of stockholders, or stockholders entitled
to receive payment of any dividend, or in order to make a determination of
stockholders for any other proper purpose, the Board of Directors may fix in
advance a date as the record date for any determination of stockholders, the
date in any case to be not more than 40 days, and in case of a meeting of
stockholders, not less than 10 days prior to the date on which the particular
action, requiring the determination of stockholders, is to be taken. If no
record date is fixed for the determination of stockholders entitled to notice of
or to vote at a meeting of stockholders, or stockholders entitled to receive
payment of a dividend, the date on which notice of a meeting is mailed or the
date on which the resolution of the Board of Directors declaring the dividend is
adopted, as the case may be, shall be the record date for the determination of
stockholders.
ARTICLE VII
FISCAL YEAR -- BANKING HOURS -- CORPORATE SEAL
----------------------------------------------
Section 1. The fiscal year of the Bank shall be the calendar year.
On such days as the banking house of the Bank shall be open for business, the
hours during which it shall be open may be
-11-
<PAGE>
fixed from time to time by the Chairman, or in his absence or disability, by the
officer authorized to act as and perform the duties of the Chairman, pursuant to
Section 2 of Article IV of these By-laws, subject to the approval of the Board
of Directors.
Section 2. The seal of the Bank may be affixed to any proper document by
the Secretary, any Assistant Secretary or by any person designated in writing by
the Secretary or any Assistant Secretary, and any of such persons may certify
any action of the Bank.
ARTICLE VIII
AMENDMENTS
----------
Section 1. These By-laws may be amended, altered, changed, added to or
repealed, and others may be adopted in their place at any regular or special
meeting of the Board of Directors at which a quorum is present by a majority
vote of the directors present at such meeting.
-12-
<PAGE>
Exhibit 7
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 1994
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin(1).................................... 2,046,000
b. Interest-bearing balances(2)............................................................. 362,000
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)............................... 0
b. Available-for-sale securities (from Schedule RC-B, column D)............................. 663,000
3. Federal funds sold and securities purchased under agreements to resell in domestic offices
of the bank and of its Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds sold....................................................................... 250,000
b. Securities purchased under agreements to resell.......................................... 0
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RC-C)................. 11,083,000
b. LESS: Allowance for loan and lease losses..................................... 283,000
c. LESS: Allocated transfer risk reserve......................................... 0
d. Loans and leases, net of unearned income,
allowance, and reserve (item 4.a minus 4.b and 4.c)...................................... 10,800,000
5. Assets held in trading accounts............................................................. 786,000
6. Premises and fixed assets (including capitalized leases).................................... 195,000
7. Other real estate owned (from Schedule RC-M)................................................ 118,000
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M).... 0
9. Customers' liability to this bank on acceptances outstanding................................ 14,000
10. Intangible assets (from Schedule RC-M)...................................................... 690,000
11. Other assets (from Schedule RC-F)........................................................... 1,627,000
12. Total assets (sum of items 1 through 11).................................................... 17,551,000
</TABLE>
_________
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
<PAGE>
Schedule RC--Continued
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I).......... 8,635,000
(1) Noninterest-bearing(1)...................................... 2,818,000
(2) Interest-bearing............................................ 5,817,000
---------
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E,
part II)................................................................................... 1,634,000
(1) Noninterest-bearing......................................... 55,000
(2) Interest-bearing............................................ 1,579,000
---------
14. Federal funds purchased and securities sold under agreements to repurchase in domestic
offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds purchased.................................................................... 307,000
b. Securities sold under agreements to repurchase............................................. 5,000
15. a. Demand notes issued to the U.S. Treasury................................................... 477,000
b. Trading liabilities........................................................................ 348,000
16. Other borrowed money:
a. With original maturity of one year or less................................................. 2,078,000
b. With original maturity of more than one year............................................... 43,000
17. Mortgage indebtedness and obligations under capitalized leases................................ 0
18. Bank's liability on acceptances executed and outstanding...................................... 14,000
19. Subordinated notes and debentures............................................................. 662,000
20. Other liabilities (from Schedule RC-G)........................................................ 1,149,000
21. Total liabilities (sum of items 13 through 20)................................................ 15,352,000
22. Limited-life preferred stock and related surplus.............................................. 0
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus................................................. 0
24. Common stock.................................................................................. 685,000
25. Surplus (exclude all surplus related to preferred stock)...................................... 1,555,000
26. a. Undivided profits and capital reserves..................................................... (32,000)
b. Net unrealized holding gains (losses) on available-for-sale securities..................... (3,000)
27. Cumulative foreign currency translation adjustments........................................... (6,000)
28. Total equity capital (sum of items 23 through 27)............................................. 2,199,000
29. Total liabilities, limited-life preferred stock, and equity capital (sum of items 21, 22,
and 28)....................................................................................... 17,551,000
----------
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best describes the Number
most comprehensive level of auditing work performed for the bank by independent external ------
auditors as of any date during 1993............................................................ N/A
------
</TABLE>
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified
public accounting firm which submits a report on the consolidated holding
company (but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
- -------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM T-2
STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939 OF
AN INDIVIDUAL DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION
305(B)(2)
----------------
ROBERT J. DONAHUE ###-##-####
(NAME OF TRUSTEE) (SOCIAL SECURITY NUMBER)
231 SOUTH LASALLE STREET 60697
CHICAGO, ILLINOIS (ZIP CODE)
(BUSINESS ADDRESS)
----------------
KENTUCKY UTILITIES COMPANY
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
KENTUCKY AND VIRGINIA 61-0247570
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
ONE QUALITY STREET 40507
LEXINGTON, KENTUCKY (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
FIRST MORTGAGE BONDS
(TITLE OF THE INDENTURE SECURITIES)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
ITEM 1. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
ITEM 2. TRUSTEESHIPS UNDER OTHER INDENTURES.
If the trustee is trustee under another indenture under which any other
securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, file a copy of each such indenture
as an exhibit and furnish the following information:
(a) Title of the securities outstanding under each such other indenture.
Not applicable by virtue of response to Item 9.
(b) A brief statement of the facts relied upon by the trustee as a basis for
the claim that no conflicting interest within the meaning of Section 310(b)(1)
of the Act arises as a result of the trusteeship under such other indenture,
including a statement as to how the indenture securities will rank as compared
with the securities issued under such other indenture.
Not applicable by virtue of response to Item 9.
ITEM 3. CERTAIN RELATIONSHIPS BETWEEN THE TRUSTEE AND THE OBLIGOR OR AN
UNDERWRITER.
If the trustee is a director, officer, partner, employee, appointee or
representative of the obligor or of any underwriter for the obligor, state the
nature of each such connection.
Not applicable by virtue of response to Item 9.
ITEM 4. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
Furnish the following information as to securities of the obligor owned
beneficially by the trustee or held by the trustee as collateral security for
obligations in default.
AS OF MAY 8, 1995
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
WHETHER THE
SECURITIES
ARE VOTING AMOUNT OWNED BENEFICIALLY OR PERCENT OF CLASS
OR NONVOTING HELD AS COLLATERAL SECURITY REPRESENTED BY AMOUNT
TITLE OF CLASS SECURITIES FOR OBLIGATIONS IN DEFAULT GIVEN IN COL. C
- -------------- ------------ ---------------------------- ---------------------
<S> <C> <C> <C> <C> <C>
Not applicable by virtue of response to Item 9.
</TABLE>
ITEM 5. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of an underwriter for the obligor,
furnish the following information as to each class of securities of such
underwriter any of which are so owned or held by the trustee.
AS OF MAY 8, 1995
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
PERCENTAGE OF
VOTING SECURITIES
AMOUNT OWNED BENEFICIALLY OR REPRESENTED BY
NAME OF ISSUER AND HELD AS COLLATERAL SECURITY AMOUNT GIVEN
TITLE OF CLASS AMOUNT OUTSTANDING FOR OBLIGATIONS IN DEFAULT IN COL. C
------------------ ------------------ ---------------------------- -----------------
<S> <C> <C> <C>
Not applicable by virtue of response to Item. 9
</TABLE>
1
<PAGE>
ITEM 6. HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN AFFILIATES OR
PRINCIPAL HOLDERS OF VOTING SECURITIES OF THE OBLIGOR.
If the trustee owns beneficially or holds as collateral security for
obligations in default voting securities of a person who, to the knowledge of
the trustee (1) owns 10 percent or more of the voting securities of the obligor
or (2) is an affiliate, other than a subsidiary, of the obligor, furnish the
following information as to the voting securities of such person.
AS OF MAY 8, 1995
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED BENEFICIALLY OR PERCENT OF CLASS
NAME OF ISSUER AND HELD AS COLLATERAL SECURITY REPRESENTED BY AMOUNT
TITLE OF CLASS AMOUNT OUTSTANDING FOR OBLIGATIONS IN DEFAULT GIVEN IN COL. C
------------------ ------------------ ---------------------------- ---------------------
<S> <C> <C> <C>
Not applicable by virtue of response to Item 9.
</TABLE>
ITEM 7. HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON OWNING 50 PERCENT
OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of a person who, to the knowledge of the
trustee, owns 50 percent or more of the voting securities of the obligor,
furnish the following information as to each class of securities of such person
any of which are so owned or held by the trustee.
AS OF MAY 8, 1995
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED BENEFICIALLY OR PERCENT OF CLASS
NAME OF ISSUER AND HELD AS COLLATERAL SECURITY REPRESENTED BY AMOUNT
TITLE OF CLASS AMOUNT OUTSTANDING FOR OBLIGATIONS IN DEFAULT GIVEN IN COL. C
------------------ ------------------ ---------------------------- ---------------------
<S> <C> <C> <C>
Not applicable by virtue of response to Item 9.
</TABLE>
ITEM 8. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
Except as noted in the instructions, if the obligor is indebted to the
trustee, furnish the following information.
AS OF MAY 8, 1995
<TABLE>
<CAPTION>
COL. A COL. B COL. C
NATURE OF INDEBTEDNESS AMOUNT OUTSTANDING DATE DUE
---------------------- ------------------ --------
<S> <C> <C>
Not applicable by virtue of response to Item 9.
</TABLE>
ITEM 9. DEFAULTS BY THE OBLIGOR.
(a) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such default.
There is not nor has there been a default with respect to the securities
under this indenture.
(b) If the trustee is a trustee under another indenture under which any other
securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, or is trustee for more than one
outstanding series or securities under the indenture, state whether there has
been a default under such indenture or series, identify the indenture or series
affected, and explain the nature of any such default.
The trustee is not a trustee under any other indenture under which any
other securities or certificates of interest or participation in any other
securities of the obligor are outstanding. There is not nor has there been
a default with respect to the securities under this indenture.
2
<PAGE>
ITEM 10. AFFILIATIONS WITH THE UNDERWRITERS.
If any underwriter is an affiliate of the trustee, describe each such
affiliation.
Not applicable by virtue of response to Item 9.
ITEM 11. LIST OF EXHIBITS.
List below all exhibits filed as a part of this statement of eligibility and
qualification.
None.
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939, I, ROBERT J.
DONAHUE, HAVE SIGNED THIS STATEMENT OF ELIGIBILITY AND QUALIFICATION IN THE
CITY OF CHICAGO, AND STATE OF ILLINOIS, AS OF THE 8TH DAY OF MAY, 1995.
/s/ Robert J. Donahue
By __________________________________
Robert J. Donahue
3
