<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. 2-26720 (Louisville Gas and Electric Company)
Commission File No: 1-10568 (LG&E Energy Corp.)
A. Full Title of the Plan:
401(K) SAVINGS PLAN FOR EMPLOYEES OF
LOUISVILLE GAS AND ELECTRIC COMPANY
WHO ARE REPRESENTED BY LOCAL 2100 OF IBEW
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>
LOUISVILLE GAS AND ELECTRIC COMPANY
401(k) SAVINGS PLAN FOR EMPLOYEES
OF LOUISVILLE GAS AND ELECTRIC COMPANY WHO ARE REPRESENTED BY
LOCAL 2100 OF I.B.E.W.
E.I.N. 61-0264150 (PLAN NUMBER 006)
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 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
Louisville Gas & Electric Company 401(k) Savings Plan For Employees
Of Louisville Gas & Electric Company Who Are Represented By
Local 2100 Of I.B.E.W.:
We have audited the accompanying statements of net assets available for
benefits of the Louisville Gas & Electric Company 401(k) Savings Plan For
Employees Of Louisville Gas & Electric Company Who Are Represented By Local
2100 Of I.B.E.W. (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>
LOUISVILLE GAS AND ELECTRIC COMPANY
401(k) SAVINGS PLAN FOR EMPLOYEES
OF LOUISVILLE GAS AND ELECTRIC COMPANY WHO ARE REPRESENTED BY
LOCAL 2100 OF I.B.E.W.
E.I.N. 61-0264150 (PLAN NUMBER 006)
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 $ 16,588,651 $ 11,398,316
Spartan U.S. Equity Index Portfolio 7,725,926 5,375,720
Fidelity Puritan Fund 6,574,410 5,440,560
Fidelity Ginnie Mae Portfolio 1,280,118 1,447,104
Fidelity Ret. Gov't Money Mkt. Portfolio 2,466,064 1,959,769
Templeton Foreign Fund I 147,110 168,089
Warburg Pincus Emerging Growth Fund 292,814 205,117
Fidelity Contrafund 1,275,388 669,521
Fidelity Intermediate Bond Fund 836,504 509,377
Fidelity Equity Income II Fund 697,954 321,631
Janus Worldwide Fund 46,492 -
LG&E Energy Stock Fund 25,350,815 -
Other (Note 1) - 22,211,284
Participant Loans 2,322,326 1,479,347
------------ -------------
Total Investments $ 65,604,572 $ 51,185,835
------------ -------------
Total net assets available for
plan benefits $ 65,604,572 $ 51,185,835
------------ -------------
------------ -------------
</TABLE>
The accompanying notes to financial statements and schedules are
an integral part of these statements.
Page 2
<PAGE>
LOUISVILLE GAS AND ELECTRIC COMPANY
401(k) SAVINGS PLAN FOR EMPLOYEES
OF LOUISVILLE GAS AND ELECTRIC COMPANY WHO ARE REPRESENTED BY
LOCAL 2100 OF I.B.E.W.
E.I.N. 61-0264150 (PLAN NUMBER 006)
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 PURITAN GINNIE MAE RET. GOV'T MONEY MKT.
FUND INDEX PORTFOLIO FUND PORTFOLIO PORTFOLIO
----------- --------------- --------- ---------- ---------------------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employer $ 372,819 $ 182,790 $ 174,727 $ - $ 85,610
Participant 1,363,409 662,040 651,947 - 274,260
----------- ---------- ---------- --------- ----------
1,736,228 844,830 826,674 - 359,870
Interest and dividends 799,260 166,087 683,013 83,435 122,415
Net realized and unrealized
gains (loss) 3,303,168 1,491,801 269,055 (132) -
----------- ---------- ---------- --------- ----------
TOTAL ADDITIONS 5,838,656 2,502,718 1,778,742 83,303 482,285
DEDUCTIONS:
Benefit payments 132,704 80,927 123,042 39,180 43,565
----------- ---------- ---------- --------- ----------
NET INCREASE(DECREASE)
PRIOR TO INTERFUND
TRANSFERS 5,705,952 2,421,791 1,655,700 44,123 438,720
Net interfund transfers to (from)
investment options including
participants loan transactions (514,217) (71,550) (519,015) (210,899) 67,785
Other (Note 1) - - - - -
Less:
Administrative Fees 1,400 35 2,835 210 210
----------- ---------- ---------- --------- ----------
Net Increase (decrease) 5,190,335 2,350,206 1,133,850 (166,986) 506,295
Net assets at beginning of year 11,398,316 5,375,720 5,440,560 1,447,104 1,959,769
----------- ---------- ---------- --------- ----------
Net assets at end of year $16,588,651 $7,725,926 $6,574,410 $1,280,118 $2,466,064
----------- ---------- ---------- --------- ----------
----------- ---------- ---------- --------- ----------
<CAPTION>
WARBURG PINCUS FIDELITY FIDELITY
TEMPLETON FOREIGN EMERGING GROWTH FIDELITY INTERMEDIATE BOND EQUITY INCOME II
FUND I FUND CONTRAFUND FUND FUND
----------------- --------------- ---------- ----------------- ----------------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employer $ 11,292 $ 15,231 $ 46,232 $ 69,045 $ 24,791
Participant 39,381 52,050 180,835 231,130 94,587
--------- -------- ---------- -------- --------
50,673 67,281 227,067 300,175 119,378
Interest and dividends 15,942 1,419 102,790 50,518 62,630
Net realized and unrealized
gains (loss) (22,508) 15,304 169,993 5,674 50,146
--------- -------- ---------- -------- --------
TOTAL ADDITIONS 44,107 84,004 499,850 356,367 232,154
DEDUCTIONS:
Benefit payments 1,615 - 22,367 19,551 2,328
--------- -------- ---------- -------- --------
NET INCREASE(DECREASE)
PRIOR TO INTERFUND
TRANSFERS 42,492 84,004 477,483 336,816 229,826
Net interfund transfers to (from)
investment options including
participants loan transactions (63,051) 4,008 128,419 (9,689) 146,497
Other (Note 1) - - - - -
Less:
Administrative Fees 420 315 35 - -
--------- -------- ---------- -------- --------
Net Increase (decrease) (20,979) 87,697 605,867 327,127 376,323
Net assets at beginning of year 168,089 205,117 669,521 509,377 321,631
--------- -------- ---------- -------- --------
Net assets at end of year $147,110 $292,814 $1,275,388 $836,504 $697,954
--------- -------- ---------- -------- --------
--------- -------- ---------- -------- --------
<CAPTION>
JANUS WORLDWIDE LG&E ENERGY PARTICIPANT
FUND STOCK FUND OTHER LOANS TOTAL
--------------- ----------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employer $ 1,053 $ 785,456 $ - $ - $ 1,769,046
Participant 5,096 43,446 - - 3,598,181
-------- ----------- ------------ ----------- -----------
6,149 828,902 - - 5,367,227
Interest and dividends 548 1,067,537 - - 3,155,594
Net realized and unrealized
gains (loss) 234 3,109,498 - - 8,392,233
-------- ----------- ------------ ----------- -----------
TOTAL ADDITIONS 6,931 5,005,937 - - 16,915,054
DEDUCTIONS:
Benefit payments - 1,973,866 - 46,427 2,485,572
-------- ----------- ------------ ----------- -----------
NET INCREASE(DECREASE)
PRIOR TO INTERFUND
TRANSFERS 6,931 3,032,071 - (46,427) 14,429,482
Net interfund transfers to (from)
investment options including
participants loan transactions 39,561 112,745 - 889,406 -
Other (Note 1) - 22,211,284 (22,211,284) -
Less:
Administrative Fees - 5,285 - - 10,745
-------- ----------- ------------ ----------- -----------
Net Increase (decrease) 46,492 25,350,815 (22,211,284) 842,979 14,418,737
Net assets at beginning of year - - 22,211,284 1,479,347 51,185,835
-------- ----------- ------------ ----------- -----------
Net assets at end of year $ 46,492 $25,350,815 $ - $2,322,326 $65,604,572
-------- ----------- ------------ ----------- -----------
-------- ----------- ------------ ----------- -----------
</TABLE>
The accompanying notes to financial statements and schedules
are an integral part of this statement.
Page 3
<PAGE>
LOUISVILLE GAS AND ELECTRIC COMPANY
401(k) SAVINGS PLAN FOR EMPLOYEES
OF LOUISVILLE GAS AND ELECTRIC COMPANY WHO ARE REPRESENTED BY
LOCAL 2100 OF I.B.E.W.
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
(1) DESCRIPTION OF PLAN
The following description of the Louisville Gas and Electric Company
("Company") 401(k) Savings Plan for Employees Who Are Represented by Local
2100 of I.B.E.W. ("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 January 1, 1993. All employees that are
represented by Local 2100 of I.B.E.W. are eligible to participate in the
Plan on the first of the month on or following six months of continuous
employment. 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 Louisville Gas and Electric Company Employees' Stock Ownership
Plan for union employees into the Plan, thereby, establishing the LG&E
Energy Corp. Common Stock Fund, effective January 1, 1998. The activity
relating to this merger 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 thirty three percent (33%)of the employees' contribution on the
first six percent (6%) of eligible compensation. Effective January 1,
1999, the Company will match fifty percent (50%). 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, its 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.
Page 5
<PAGE>
- Templeton Foreign Fund I, effective October 1, 1996
Invests primarily in common stocks and it can purchase securities in
any foreign country, 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. PARTICIPANT LOANS
Effective January 1, 1996, 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
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 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
Page 6
<PAGE>
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.
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 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 $1,965,642 of interest and dividends from registered investment
companies. This amount, together with the net realized and unrealized gains of
$5,282,735, 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>
LOUISVILLE GAS AND ELECTRIC COMPANY
401(k) SAVINGS PLAN FOR EMPLOYEES
OF LOUISVILLE GAS AND ELECTRIC COMPANY WHO ARE REPRESENTED BY
LOCAL 2100 OF I.B.E.W.
E.I.N. 61-0264150 (PLAN 006)
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 $11,574,768 $16,588,651
Spartan U.S. Equity Index Portfolio 4,680,035 7,725,926
* Fidelity Puritan Fund 5,741,012 6,574,410
* Fidelity Ginnie Mae Portfolio 1,252,014 1,280,118
* Fidelity Retirement Government Money Market Portfolio 2,466,064 2,466,064
Templeton Foreign Fund I 176,209 147,110
Warburg Pincus Emerging Growth Fund 269,435 292,814
* Fidelity Contrafund 1,094,452 1,275,388
* Fidelity Intermediate Bond Fund 827,415 836,504
* Fidelity Equity Income II Fund 644,628 697,954
Janus Janus Worldwide Fund 41,376 46,492
* LG&E Energy Corp. LG&E Energy Stock Fund 11,305,344 25,350,815
* Participants Loans ** 2,322,326 2,322,326
------------------ ---------------
TOTAL $ 42,395,078 $ 65,604,572
------------------ ---------------
------------------ ---------------
</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>
LOUISVILLE GAS AND ELECTRIC COMPANY
401(k) SAVINGS PLAN FOR EMPLOYEES
OF LOUISVILLE GAS AND ELECTRIC COMPANY WHO ARE REPRESENTED BY
LOCAL 2100 OF I.B.E.W.
E.I.N. 61-0264150 PLAN 006
SCHEDULE II
ITEM 27d- SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Fair Value
Purchase Selling Cost of of Asset on Net Gain
Description of Asset Price Price Asset Transaction Date or (Loss)
- ------------------------------- ------------ ----------- --------------- ------------------ -----------
<S> <C> <C> <C> <C> <C>
Magellan Fund
Purchases $3,154,509 - $3,154,509 $3,154,509 -
U.S. Equity Index Portfolio
Purchases $1,696,905 - $1,696,905 $1,696,905 -
Puritan Fund
Purchases $1,737,173 - $1,737,173 $1,737,173 -
LG&E Energy Stock Fund
Purchases $2,388,840 - $2,388,840 $2,388,840 -
Sales - $2,355,763 $1,717,485 $2,355,763 $638,278
</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
401(k) Savings Plan for Employees of Louisville Gas and Electric Company Who
Are Represented By Local 2100 Of IBEW have duly caused this annual report to
be signed on its behalf by the undersigned hereunto duly authorized.
401(k) Savings Plan for Employees
of Louisville Gas and Electric Company
Who Are Represented By Local 2100 of IBEW
- -----------------------------------------
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
401(k) SAVINGS PLAN FOR EMPLOYEES OF LOUISVILLE GAS AND ELECTRIC
COMPANY WHO ARE REPRESENTED BY LOCAL 2100 OF IBEW
(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 the Annual Report on Form 11-K of the 401(k) Savings Plan for Employees
of Louisville Gas and Electric Company Who Are Represented By Local 2100
of IBEW 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
