<PAGE>
AS FILED WITH SECURITIES AND EXCHANGE COMMISSION ON JUNE 13, 1995.
REGISTRATION NO. 33-59221
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 1
TO
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. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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 JUNE 13, 1995
$50,000,000
KENTUCKY UTILITIES COMPANY
FIRST MORTGAGE BONDS, SERIES R %, DUE JUNE 1, 2025
The First Mortgage Bonds, Series R %, due June 1, 2025 (the "Bonds") are
being offered by Kentucky Utilities Company (the "Company"). The Bonds will
mature on June 1, 2025. Interest on the Bonds is payable semi-annually on June
1 and December 1 of each year, commencing December 1, 1995. The Bonds are not
redeemable prior to June 1, 2005. On and after such date, the Bonds are
redeemable at the option of the Company on 30 days' notice at any time at the
redemption prices set forth herein. See "Description of Bonds--Redemption."
The Bonds will be represented by a single global security (the "book-entry
Bond") registered in the name of a nominee of The Depository Trust Company, as
depository (the "Depository"). Interests in the book-entry Bond will be shown
on, and transfers thereof will be effected only through, records maintained by
the Depository and its participants. See "Book-Entry System."
-----------
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.
-----------
<TABLE>
<CAPTION>
INITIAL PUBLIC
OFFERING UNDERWRITING PROCEEDS TO
PRICE(1) COMMISSION(2) COMPANY(1)(3)
-------------- ------------- -------------
<S> <C> <C> <C>
Per Bond......................... % % %
Total............................ $ $ $
</TABLE>
- -----
(1) Plus accrued interest from June 1, 1995.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
(3) Before deducting expenses payable by the Company, estimated at $209,000.
-----------
The Bonds are offered severally by the Underwriters, as specified herein,
subject to receipt and acceptance by them and subject to their right to reject
any order in whole or in part. It is expected that the Bonds will be made in
book-entry form only through the facilities of DTC, New York, New York, on or
about June , 1995.
GOLDMAN, SACHS & CO. J.J.B. HILLIARD, W.L. LYONS, INC.
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.
----------------
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
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, Series
R %, due June 1, 2025 (the "Bonds")
Maturity Date..................... June 1, 2025.
Interest Payment Dates............ June 1 and December 1, commencing December
1, 1995.
Mandatory Redemption.............. None.
Optional Redemption............... The Bonds are not redeemable prior to June
1, 2005. On and after such date, the bonds
are redeemable at the option of the Company
on 30 days' notice at the redemption prices
set forth herein.
Use of Proceeds................... To refinance short-term debt. See "Use of
Proceeds."
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 the Bonds and the use of the estimated net proceeds thereof to
refinance short-term debt.
<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 46.5%
Short-Term Debt..................... 69,200 19,846 1.7
Preferred Stock..................... 40,000 40,000 3.4
Common Stock Equity................. 567,776 567,776 48.4
---------- ---------- -----
Total Capitalization.............. $1,172,984 $1,173,630 100.0%
========== ========== =====
</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 net proceeds from the issuance and sale of the Bonds will be used to
refinance short-term debt. Such short-term debt was used to fund temporarily
the Company's on-going construction program and for general corporate purposes.
As of March 31, 1995, the interest rates on the Company's short-term debt
ranged from 6.05% to 6.45% per annum.
DESCRIPTION OF BONDS
GENERAL
The Bonds will be issued as an 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 a supplemental indenture dated June 1, 1995 to be entered
into in connection with the Bonds (the "New 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 New 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 Bonds will be limited to $50,000,000 in aggregate principal amount. The
Bonds will mature on
June 1, 2025 and bear interest at the rate of % per annum. Interest on the
Bonds will accrue from June 1, 1995, and will be payable semi-annually on June
1 and December 1, commencing December 1, 1995. Subject to certain exceptions,
the New Supplemental Indenture provides for the payment of interest on each
interest payment date only to persons in whose names the Bonds are registered
on the applicable record date (the immediately preceding May 15 or November
15). See "Book-Entry System."
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. The Indenture does not have any provision which is
designed specifically in response to highly leveraged or change in control
transactions. However, bondholders would have the security afforded by the
first mortgage lien on substantially all the Company's property as described
under "Security" below. In addition, any change in control transaction and any
incurrence of
5
<PAGE>
additional indebtedness (as first mortgage bonds or otherwise) by the Company
in such a transaction would require approval of state utility regulatory
authorities and, possibly, of federal utility regulatory authorities.
Management believes that such approvals would be unlikely in any transaction
which would result in the Company, or a successor to the Company, having a
highly leveraged capital structure.
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
The Bonds are not entitled to any sinking fund or 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.
6
<PAGE>
REDEMPTION
The Bonds are not redeemable prior to June 1, 2005. On and after June 1,
2005, the Bonds are redeemable at the option of the Company, in whole at any
time, or in part from time to time by lot, at the redemption price, expressed
as a percentage of the principal amount of the Bonds, stated below for the
applicable period, together with accrued interest to the redemption date:
<TABLE>
<CAPTION>
IF
REDEEMED
DURING
THE
12
MONTHS
EGINNINGB REDEMPTION
JUNE 1 PRICE
- --------- ----------
<S> <C>
2005...................... %
2006......................
2007......................
2008......................
2009......................
2010......................
2011......................
2012......................
2013......................
2014......................
</TABLE>
<TABLE>
<CAPTION>
IF
REDEEMED
DURING
THE
12
MONTHS
EGINNINGB REDEMPTION
JUNE 1 PRICE
- --------- ----------
<S> <C>
2015...................... %
2016......................
2017......................
2018......................
2019......................
2020......................
2021......................
2022......................
2023......................
2024......................
</TABLE>
Notice of redemption of any Bonds will be mailed to the owners of the Bonds
not later than the 30th day prior to the redemption date at their addresses
appearing on the registry books; provided, however, that failure to mail such
notice to any registered owners or any imperfection or defect therein shall not
affect the validity of any of the proceedings for redemption with respect to
the Bonds for which notice was properly given. On and after the date so fixed
for redemption and upon receipt by the Trustee on or before the redemption date
of a sum in cash sufficient to redeem the bonds so called for redemption, the
Bonds called for redemption shall cease to bear further interest and shall
cease to be secured by the Indenture. See "Book-Entry System."
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 the New Supplemental Indenture will provide that, so long
as the 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
7
<PAGE>
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. 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
8
<PAGE>
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, 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, as amended as described above, will be extended
to the Bonds. 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.
9
<PAGE>
LIMITATIONS ON COMMON STOCK DIVIDENDS
The Bonds are not 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 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
10
<PAGE>
(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 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 will be issued initially as global securities and, accordingly,
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 Trust Company ("DTC"), or its successor, as depository (the
"Depository"), and registered in the name of the Depository or a nominee of the
Depository.
11
<PAGE>
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.
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
12
<PAGE>
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).
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 are 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.
13
<PAGE>
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 the Underwriters 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.
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.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement,
the Company has agreed to sell to each of the Underwriters named below, and
each of the Underwriters has severally agreed to purchase, the principal amount
of the Bonds set forth opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
UNDERWRITER BONDS
----------- -----------
<S> <C>
Goldman, Sachs & Co.......................................... $
J.J.B. Hilliard, W.L. Lyons, Inc.............................
-----------
Total.................................................... $50,000,000
===========
</TABLE>
Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of the Bonds, if any are
taken.
The Underwriters propose to offer the Bonds in part directly to the public at
the initial public offering price set forth on the cover page of this
Prospectus and in part to certain securities dealers at such price less a
concession of % of the principal amount of the Bonds. The Underwriters may
allow, and such dealers may reallow, a concession not to exceed % of the
principal amount of the Bonds to certain brokers and dealers. After the Bonds
are released for sale to the public, the offering price and other selling terms
may from time to time be varied by the Underwriters.
The Bonds are a new issue of securities with no established trading market.
The Bonds will not be listed on any national securities exchange. The Company
has been advised by the Underwriters that the Underwriters intend to make a
market in the Bonds but are not obligated to do so and may discontinue market
making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the Bonds.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
14
<PAGE>
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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 IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF
SUCH INFORMATION.
---------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<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............................................................. 14
Experts.................................................................... 14
Underwriting............................................................... 14
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
$50,000,000
KENTUCKY UTILITIES COMPANY
FIRST MORTGAGE BONDS, SERIES R, %, DUE JUNE 1, 2025
---------------
PROSPECTUS
---------------
GOLDMAN, SACHS & CO.
J.J.B. HILLIARD, W.L. LYONS, INC.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<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
--------
Total........................................................ $209,000
========
</TABLE>
- --------
* 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 the 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. (Previously
filed)
5.02 Opinion of Ogden Newell & Welch regarding legality. (Previously filed)
5.03 Opinion of Hunton & Williams regarding legality. (Previously filed)
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. (Previously filed)
25 Form T-1 and Form T-2 statements of eligibility of trustees. (Previously
filed)
</TABLE>
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
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 public offering thereof.
II-2
<PAGE>
The undersigned registrant hereby undertakes 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: June 13, 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: June 13, 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>
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