<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
Commission File No. 1-10568 (LG&E Energy Corp.)
Commission File No. 2-26720 (Louisville Gas and Electric Company)
Commission File No. 1-10568 (Kentucky Utilities Company)
A. Full Title of the Plan:
LG&E ENERGY CORP. SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the Plan and the
address of its principal executive office:
LG&E ENERGY CORP.
220 West Main Street
P. O. Box 32030
Louisville, Kentucky 40232
<PAGE>
LG&E ENERGY CORP.
SAVINGS PLAN
E.I.N. 61-1174555 (PLAN NUMBER 005)
FOR THE YEAR ENDED DECEMBER 31, 1998
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
<TABLE>
<CAPTION>
FINANCIAL STATEMENTS AND SCHEDULES REFERENCE
- ---------------------------------- ---------
<S> <C>
Report of Independent Public Accountants.........................................................Page 1
Statements of Net Assets Available for
Benefits with Fund Information as of December 31, 1998 and 1997................................Page 2
Statement of Changes in Net Assets Available
for Benefits with Fund Information for the Year Ended December 31, 1998........................Page 3
Notes to Financial Statements and Schedules for the Year
Ended December 31, 1998......................................................................Page 4-7
Item 27a - Schedule I - Schedule of Assets Held for Investment Purposes
As of December 31,1998.........................................................................Page 8
Item 27d - Schedule II - Schedule of Reportable Transactions for the Year Ended
December 31, 1998..............................................................................Page 9
</TABLE>
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Trustees of the
LG&E Energy Corp. Savings Plan:
We have audited the accompanying statements of net assets available for
benefits of the LG&E Energy Corp. Savings Plan (the Plan) as of December 31,
1998 and 1997, and the related statement of changes in net assets available
for benefits for the year ended December 31, 1998. These financial statements
and the supplemental schedules referred to below are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements and supplemental schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits of
the Plan as of December 31, 1998 and 1997, and the changes in its net assets
available for benefits for the year ended December 31, 1998, in conformity
with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules of
assets held for investment purposes as of December 31, 1998 and reportable
transactions for the year ended December 31, 1998 are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The fund
information in the statements of net assets available for benefits as of
December 31, 1998 and 1997 and the statement of changes in net assets
available for benefits for the year ended December 31, 1998 is presented for
purposes of additional analysis rather than to present the net assets
available for plan benefits and changes in net assets available for plan
benefits of each fund. The supplemental schedules and fund information have
been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
Louisville, Kentucky
June 18, 1999
Page 1
<PAGE>
LG&E ENERGY CORP.
SAVINGS PLAN
E.I.N. 61-1174555 (PLAN NUMBER 005)
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
ASSETS
Investments - at Fair Value (Notes 1 and 2)
Participant - directed
Shares of Registered Investment Companies:
Fidelity Magellan Fund $ 35,746,977 $ 17,428,564
Spartan U.S. Equity Index Portfolio 55,540,475 16,072,528
Fidelity Puritan Fund 20,089,560 11,013,351
Fidelity Ginnie Mae Portfolio 1,986,739 2,180,379
Fidelity Ret. Gov't Money Mkt. Portfolio 19,599,826 7,201,656
Templeton Foreign Fund I 1,543,170 882,910
Warburg Pincus Emerging Growth Fund 2,294,644 1,175,895
Fidelity Contrafund 21,278,033 1,885,053
Fidelity Intermediate Bond Fund 2,434,897 778,876
Fidelity Equity Income II Fund 2,615,122 1,253,351
Janus Worldwide Fund 3,459,714 -
LG&E Energy Stock Fund 137,041,017 -
Other (Note 1) - 45,529,666
Participant Loans 6,840,466 2,339,615
--------------- ---------------
Total Investments $ 310,470,640 $ 107,741,844
--------------- ---------------
Total net assets available for
plan benefits $ 310,470,640 $ 107,741,844
--------------- ---------------
--------------- ---------------
</TABLE>
The accompanying notes to financial statements and schedules
are an integral part of these statements.
Page 2
<PAGE>
LG&E ENERGY CORP.
SAVINGS PLAN
E.I.N. 61-1174555 (PLAN NUMBER 005)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
FIDELITY SPARTAN FIDELITY FIDELITY FIDELITY
MAGELLAN U.S. EQUITY INDEX PURITAN GINNIE MAE RET. GOV'T MONEY MKT.
FUND PORTFOLIO FUND PORTFOLIO PORTFOLIO
----------- ----------------- ----------- ---------- ---------------------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employer $ 933,288 $ 841,738 $ 534,772 $ - $ 278,801
Participant 2,289,559 2,287,526 1,258,024 - 809,561
----------- ----------------- ----------- ---------- --------------------
3,222,847 3,129,264 1,792,796 - 1,088,362
Interest and dividends 1,779,773 743,070 2,058,076 138,908 801,162
Net realized and unrealized gains (loss) 7,417,941 8,680,715 676,162 (700) -
----------- ----------------- ----------- ---------- --------------------
TOTAL ADDITIONS 12,420,561 12,553,049 4,527,034 138,208 1,889,524
DEDUCTIONS:
Benefit payments 3,616,415 3,295,061 1,953,435 319,365 5,580,005
----------- ----------------- ----------- ---------- --------------------
Net increase(decrease)
prior to interfund transfers 8,804,146 9,257,988 2,573,599 (181,157) (3,690,481)
Net interfund transfers to (from)
investment options including
participants loan transactions (1,413,832) (987,972) (883,437) (317,979) 4,582,823
Other (Note 1) 10,935,610 31,198,891 7,395,428 305,816 11,552,893
Less:
Administrative Fees 1,225 175 4,060 140 280
Forfeiture (Credit)/Debit 6,286 785 5,321 180 46,785
----------- ----------------- ----------- ---------- --------------------
Net Increase (decrease) 18,318,413 39,467,947 9,076,209 (193,640) 12,398,170
Net assets at beginning of year 17,428,564 16,072,528 11,013,351 2,180,379 7,201,656
----------- ----------------- ----------- ---------- --------------------
Net assets at end of year $35,746,977 $ 55,540,475 $20,089,560 $1,986,739 $ 19,599,826
----------- ----------------- ----------- ---------- --------------------
----------- ----------------- ----------- ---------- --------------------
<CAPTION>
WARBURG PINCUS FIDELITY
TEMPLETON FOREIGN EMERGING GROWTH FIDELITY INTERMEDIATE
FUND I FUND CONTRAFUND BOND FUND
----------------- --------------- ----------- ------------
<S> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employer $ 110,725 $ 142,412 $ 419,987 $ 173,611
Participant 266,701 387,665 1,397,060 393,635
----------------- --------------- ----------- ------------
377,426 530,077 1,817,047 567,246
Interest and dividends 156,187 4,470 1,573,318 124,746
Net realized and unrealized gains (loss) (239,604) 117,036 1,744,603 18,029
----------------- --------------- ----------- ------------
TOTAL ADDITIONS 294,009 651,583 5,134,968 710,021
DEDUCTIONS:
Benefit payments 164,024 99,946 929,820 201,022
----------------- --------------- ------------ ------------
Net increase(decrease)
prior to interfund transfers 129,985 551,637 4,205,148 508,999
Net interfund transfers to (from)
investment options including
participants loan transactions (332,197) (20,906) (306,248) 775,991
Other (Note 1) 866,263 589,582 15,494,730 371,274
Less:
Administrative Fees 770 560 - -
Forfeiture (Credit)/Debit 3,021 1,004 650 243
----------------- --------------- ----------- ------------
Net Increase (decrease) 660,260 1,118,749 19,392,980 1,656,021
Net assets at beginning of year 882,910 1,175,895 1,885,053 778,876
----------------- --------------- ----------- ------------
Net assets at end of year $ 1,543,170 $ 2,294,644 $21,278,033 $ 2,434,897
----------------- --------------- ----------- ------------
----------------- --------------- ----------- ------------
<CAPTION>
FIDELITY
EQUITY INCOME II JANUS WORLDWIDE LG&E ENERGY
FUND FUND STOCK FUND OTHER
---------------- --------------- ------------ -----------
<S> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employer $ 156,683 $ 56,811 $ 737,430 $ -
Participant 416,706 3,435,163 1,389,034 -
---------------- --------------- ------------ -----------
573,389 3,491,974 2,126,464 -
Interest and dividends 259,812 17,522 2,401,850 -
Net realized and unrealized gains (loss) 220,993 103,866 68,252,649 -
---------------- --------------- ------------ -----------
TOTAL ADDITIONS 1,054,194 3,613,362 72,780,963 -
DEDUCTIONS:
Benefit payments 267,681 64,866 15,587,078 -
---------------- --------------- ------------ -----------
Net increase(decrease)
prior to interfund transfers 786,513 3,548,496 57,193,885 -
Net interfund transfers to (from)
investment options including
participants loan transactions 213,602 (88,782) (2,792,122) -
Other (Note 1) 361,980 - 82,577,735 (45,529,666)
Less:
Administrative Fees - - 3,080 -
Forfeiture (Credit)/Debit 324 - (64,599) -
---------------- --------------- ------------ -----------
Net Increase (decrease) 1,361,771 3,459,714 137,041,017 (45,529,666)
Net assets at beginning of year 1,253,351 - - 45,529,666
---------------- --------------- ------------ -----------
Net assets at end of year $ 2,615,122 $ 3,459,714 $137,041,017 $ -
---------------- --------------- ------------ -----------
---------------- --------------- ------------ -----------
<CAPTION>
PARTICIPANT
LOANS TOTAL
----------- ------------
<S> <C> <C>
ADDITIONS:
Contributions:
Employer $ - $ 4,386,258
Participant - 14,330,634
----------- ------------
- 18,716,892
Interest and dividends - 10,058,894
Net realized and unrealized gains (loss) - 86,991,690
----------- ------------
TOTAL ADDITIONS - 115,767,476
DEDUCTIONS:
Benefit payments - 32,078,718
----------- ------------
Net increase(decrease)
prior to interfund transfers - 83,688,758
Net interfund transfers to (from)
investment options including
participants loan transactions 1,571,059 -
Other (Note 1) 2,929,792 119,050,328
Less:
Administrative Fees - 10,290
Forfeiture (Credit)/Debit - -
----------- ------------
Net Increase (decrease) 4,500,851 202,728,796
Net assets at beginning of year 2,339,615 107,741,844
----------- ------------
Net assets at end of year $ 6,840,466 $310,470,640
----------- ------------
----------- ------------
</TABLE>
The accompanying notes to financial statements and schedules are
an integral part of this statement.
Page 3
<PAGE>
LG&E ENERGY CORP.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
(1) DESCRIPTION OF PLAN
The following description of the LG&E Energy Corp. Savings Plan ("Plan")
provides only general information. Participants should refer to the Plan
document for a more complete description of the Plan's provisions.
A. GENERAL
The Plan was established April 1, 1987. All regular
full-time and part-time salaried employees of Louisville Gas and
Electric Company and LG&E Energy Corp. are eligible to participate in
the Plan on the first of the month on or following three months of
continuous employment. Effective 7/17/98, salaried employees of Western
Kentucky Energy Corp. were elgible to participate in the Plan. Effective
August 1, 1998, salaried and union employees of Kentucky Utilities were
eligible to participate in the Plan. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
B. Plan Merger
On September 3, 1997, the Board of Directors approved the
merger of the LG&E Natural, Inc. 401(k) Savings Plan, LG&E Power, Inc.
401(k) Savings Plan, and the Louisville Gas and Electric Company
Employees' Stock Ownership Plan for the non-union employees into the
Plan. On January 1, 1998, the transfers totaling approximately $45.5
million were allocated to the applicable funds and the Plan was renamed
the LG&E Energy Corp. Savings Plan.
On June 3, 1998, the Board of Directors approved the
merger of Kentucky Utilities Company Employee Savings Plan and the
Kentucky Utilities Company Employees' Stock Ownership Plan into the
Plan, effective August 1, 1998. Approximately $119.1 million was
transferred into the Plan. The activity relating to these Plan mergers
is reflected as "Other" on the accompanying financial statements.
C. CONTRIBUTIONS AND VESTING
Employees choosing to participate may elect to contribute
an amount equal to an integral percentage from one percent (1%) to
sixteen percent (16%) of base pay and incentive compensation. The
Company in turn will match fifty percent (50%) of the employees'
contribution on the first six percent (6%) of eligible compensation.
Employee and Company contributions, plus actual earnings thereon, are
vested immediately.
D. PARTICIPANT ACCOUNTS
Each participant's account is credited with the
participant's contribution and allocations of (a) the Company's
contribution and, (b) Plan earnings, and charged with an allocation of
certain administrative expenses. Allocations are based on participant
earnings or account balances, as defined. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's vested account.
E. INVESTMENT OPTIONS
Page 4
<PAGE>
Participants direct the investment of all contributions
(employee and employer). The Plan offers twelve mutual fund investment
options, detailed below. An employee may invest in one or all twelve
investment options in 1% increments.
Participants may choose from the following twelve mutual fund investment
options:
- Fidelity Retirement Government Money Market Portfolio
Invests in obligation issued or guaranteed as to timely payment
of principal and interest by the U.S. government, it agencies or
instrumentalities.
- Fidelity Ginnie Mae Portfolio
At least 65% of the portfolio's total assets will be invested in
Ginnie Mae under normal market conditions. The portfolio also
invests in other obligations backed by the full faith and credit
of the U.S. government, including U.S. Treasury bonds, notes and
bills, and in repurchase agreements involving those obligations.
This fund was frozen as of October 1, 1996. Participants may
transfer money out of this fund into one of the other investment
options at any time, however, no "new" money will be invested in
this investment option.
- Fidelity Puritan Fund
Diversifies investments among a variety of companies, industries
and types of securities.
- Spartan U.S. Equity Index Portfolio
Attempts to duplicate the composition and total return of the
Standard & Poor's 500 Index.
- Fidelity Magellan Fund
Invests in common stocks, and securities convertible to common
stock, issued by companies operating in the U.S. and/or abroad as
well as foreign companies. Investments are made in large
corporations as well as smaller, less well-known companies. The
Fund also diversifies investments among a variety of industries
and sectors within the market.
- Fidelity Intermediate Bond Fund
Invests in all types of medium to high quality U.S. and foreign
bonds, including corporate or U.S. government issues.
- Fidelity Equity Income II Fund, effective October 1, 1996
Invests in stocks of domestic and foreign companies with
potential for capital growth.
- Fidelity Contrafund, effective October 1, 1996
Invests in common stocks believed to be undervalued and in
companies that are currently out of public favor but show
potential for capital growth.
- Warburg Pincus Emerging Growth Fund, effective October 1, 1996
Invests primarily in common stocks of rapidly growing small and
medium sized companies which generally will benefit from new
products or services, technology, or changes in management. The
stocks are diversified among a variety of industries.
- Templeton Foreign Fund I , effective October 1, 1996
Invests primarily in common stocks and it can purchase securities
in any foreign country,
Page 5
<PAGE>
developed or developing.
- LG&E Energy Corp. Common Stock Fund, effective January 1, 1998
Invests primarily in the stock of LG&E Energy Corp. as well as
short term investments.
- Janus Wordwide Fund, effective August 1, 1998
Invests primarily in common stocks of foreign and domestic
companies. The fund normally invests in issuers from at least
five different countries, including the US; however the fund may
at times may invest in fewer than five countries or even a single
country.
F. PARTICIPANTS LOANS
Participants may borrow from their fund accounts a
minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50
percent of their account balance. Loan transactions are treated as a
transfer to (from) the investment fund from (to) the Participant Loans
fund. Loan terms are for a period not exceeding five years. A
participant can have up to four (4) loans. The loans are secured by the
balance in the participant's account and bear interest at an agreed upon
rate commensurate with local prevailing rates. Interest rates range from
6 percent to 9 percent. Principal and interest is paid ratably through
monthly payroll deductions.
G. PAYMENT OF BENEFITS
On termination of service due to death, disability or
retirement, a participant may elect to receive a lump-sum amount equal
to the value of the participant's vested interest in his or her account,
periodic installments over a ten year period, or any combination of
lump-sum and periodic installments. For termination of service due to
other reasons, a participant may receive the value of the vested
interest in his or her account as a lump-sum distribution, periodic
installments over a ten year period, or any combination of lump-sum and
periodic installments.
H. ESOP DIVIDENDS
Effective January 1, 1998, Plan participants who have
dividends paid on LG&E Energy Corp. Common Stock were given a salary
redirection in an amount equal to distributed Common Stock dividends.
Deferrals made under this program are made to the Participant's Plan
account and may offset the Participant's elected salary deferral
percentage.
(2) SUMMARY OF ACCOUNTING POLICIES
A. BASIS OF ACCOUNTING
The financial statements of the Plan are prepared under
the accrual method of accounting in accordance with generally accepted
accounting principles.
B. USE OF ESTIMATES
The preparation of financial statements in conformity
with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of changes in net assets during the reporting period. Actual
results could differ from those estimates.
Page 6
<PAGE>
C. INVESTMENT VALUATION AND INCOME RECOGNITION
The Plan's investments are stated at fair value. Shares
of registered investment companies are valued at quoted market prices
which represent the net asset value of shares held by the Plan at year
end. Participant loans receivable are valued at cost which approximates
fair value.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis.
D. PAYMENT OF BENEFITS
Benefits are recorded when paid.
(3) RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by subsidiaries
of Fidelity Management Research Corp. Fidelity Management Trust Company (a
subsidiary of Fidelity Management Research Corp.) is the trustee as defined by
the Plan, and therefore, these transactions qualify as party-in-interest.
(4) PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA.
(5) ADMINISTRATIVE COSTS
Certain expenses incurred for the administration of this Plan as well as
the Company's various other plans totaled approximately $144,000 and are paid by
the Company.
(6) RECONCILIATION TO FORM 5500
Interest and dividends shown on the accompanying financial statements
include $6,855,882 of interest and dividends from registered investment
companies. This amount, together with the net realized and unrealized gains of
$18,739,041 associated with registered investment companies is shown as net
investment gain from registered investment companies on the Plan's 5500.
(7) TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated June 29, 1998, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code (IRC). The Plan
has been amended since receiving the determination letter. However, management
believes that the Plan is designed and is currently being operated in compliance
with the applicable requirements of the IRC.
Page 7
<PAGE>
LG&E ENERGY CORP.
SAVINGS PLAN
E.I.N. 61-1174555 (PLAN 005)
SCHEDULE I
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
IDENTITY OF ISSUE DESCRIPTION OF ASSET COST FAIR VALUE
----------------- -------------------- ---- ----------
<S> <C> <C> <C>
* Fidelity Magellan Fund $ 26,165,491 $ 35,746,977
Spartan U.S. Equity Index Portfolio 41,674,140 55,540,475
* Fidelity Puritan Fund 18,233,954 20,089,560
* Fidelity Ginnie Mae Portfolio 1,961,086 1,986,739
* Fidelity Retirement Government Money Market Portfolio 19,599,826 19,599,826
Templeton Foreign Fund I 1,817,801 1,543,170
Warburg Pincus Emerging Growth Fund 2,089,465 2,294,644
* Fidelity Contrafund 19,549,029 21,278,033
* Fidelity Intermediate Bond Fund 2,415,521 2,434,897
* Fidelity Equity Income II Fund 2,395,719 2,615,122
Janus Janus Worldwide Fund 3,319,630 3,459,714
* LG&E Energy Corp. LG&E Energy Stock Fund 66,974,189 137,041,017
* Participants Loans ** 6,840,466 6,840,466
------------- -------------
TOTAL $ 213,036,317 $ 310,470,640
------------- -------------
------------- -------------
</TABLE>
* Party-in-interest
** Rates of Interest ranging from 6% to 9%
The accompanying notes to financial statements and schedules are
an integral part of this schedule.
Page 8
<PAGE>
LG&E ENERGY CORP.
SAVINGS PLAN
E.I.N. 61-1174555 (PLAN 005)
SCHEDULE II
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Fair Value
Identity of Party Purchase Selling Cost of of Asset on Net Gain
Involved Description of Asset Price Price Asset Transaction Date or (Loss)
- ---------------------- -------------------------------- ----------- ------------ ----------- ---------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Fidelity Magellan Fund
Purchases $ 7,992,783 - $ 7,992,783 $ 7,992,783 -
Sales - $ 8,016,126 $ 7,109,151 $ 8,016,126 $ 906,975
Spartan U.S. Equity Index Portfolio
Purchases $37,037,015 - $37,037,015 $37,037,015 -
Sales - $ 8,187,655 $ 6,811,544 $ 8,187,655 $1,376,111
Fidelity Retirement Government Money
Market Portfolio
Purchases $18,510,132 - $18,510,132 $18,510,132 -
Sales - $10,202,652 $10,202,652 $10,202,652 -
Fidelity Contrafund
Purchases $19,811,513 - $19,811,513 $19,811,513 -
LG&E Energy Corp. LG&E Energy Stock
Purchases $66,296,402 - $66,296,402 $66,296,402 -
Sales - $18,686,704 $ 9,338,672 $18,686,704 $9,348,032
</TABLE>
The accompanying notes to financial statements and schedules are
an integral part of this schedule.
Page 9
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, all
members of the Committee having responsibility for the administration of the
LG&E Energy Corp. Savings Plan have duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
LG&E Energy Corp. Savings Plan
- ------------------------------
Name of Plan
June 29, 1999 /s/ Victor A. Staffieri
---------------------------
Victor A. Staffieri
/s/ Charles A. Markel
---------------------------
Charles A. Markel
/s/ S. Bradford Rives
---------------------------
S. Bradford Rives
/s/ Frederick J. Newton III
---------------------------
Frederick J. Newton III
/s/ R. Foster Duncan
---------------------------
R. Foster Duncan
<PAGE>
EXHIBIT INDEX
LG&E ENERGY CORP. SAVINGS PLAN
(Plan)
LG&E ENERGY CORP.
(Issuer)
Annual Report on Form 11-K
For Fiscal Year Ended December 31, 1998
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
23 Consent of Independent Public Accountants
</TABLE>
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference of our report dated June 18, 1999, included
in this Annual Report on Form 11-K of the LG&E Energy Corp. Savings Plan
for the year ended December 31, 1998 in the previously filed Form S-8
Registration Statement of LG&E Energy Corp. (File No. 333-43985).
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Louisville, Kentucky
June 18, 1999
