<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
-----------------------------
KU ENERGY CORPORATION
---------------------
(Exact Name of Registrant as Specified in Charter)
Kentucky 61-1141273
- ------------------------------------------- --------------------------------
(State of Incorporation or Organization) (IRS Employer Identification no.)
One Quality Street, Lexington, Kentucky 40507-1428
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. [_]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. [_]
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on Which Each
Title of Each Class to be so Registered Class is to be Registered
- --------------------------------------- -----------------------------------
Preferred Share Purchase Rights New York Stock Exchange
Pacific Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
----------------
(Title of class)
1
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
On May 20, 1997, the Board of Directors of KU Energy Corporation (the
"Company") approved Amendment No. 1 (the "Amendment") to the Rights Agreement,
dated as of January 27, 1992 (the "Rights Agreement"), between the Company and
Illinois Stock Transfer Company, as rights agent (the "Rights Agent"). In
connection with (a) the Agreement and Plan of Merger between the Company and
LG&E Energy Corp. ("LG&E Energy"), dated as of May 20, 1997 (the "Merger
Agreement"), (b) the Stock Option Agreement, dated as of May 20, 1997, between
the Company and LG&E Energy, by which the Company will grant to LG&E Energy an
option to purchase up to 19.9% of its common shares, subject to and upon the
terms specified therein and (c) the Stock Option Agreement, dated as of May 20,
1997, between the Company and LG&E Energy, by which LG&E Energy will grant to
the Company an option to purchase up to 19.9% of its common shares, subject to
and upon the terms specified therein (the foregoing agreements (a)-(c) being,
collectively, the "Transaction Agreements"), the Company has amended the terms
of the Rights Agreement so that the execution, delivery and performance of the
Transaction Agreements will not (1) cause any "Rights" (as defined in the Rights
Agreement) to become exercisable, (2) cause LG&E Energy or any of its affiliates
or associates to become an "Acquiring Person" (as defined in the Rights
Agreement) or (3) give rise to a "Distribution Date" or "Triggering Event" (as
each such term is defined in the Rights Agreement). A summary of the Rights as
amended follows:
Summary of Rights
On January 27, 1992, the Board of Directors of KU Energy Corporation
declared a dividend distribution of one right (a "Right") for each outstanding
share of Common Stock, without par value (the "Common Shares") of the Company.
The distribution was payable on February 7, 1992 (the "Record Date") to the
shareholders of record as of the close of business on the Record Date. Each
Right entitles the registered holder to purchase from the Company one one-
hundredth of a share of Preferred Stock, Series A without par value (the
"Preferred Shares"), of the Company at a price of $65 per one-hundredth of a
Preferred Share (the "Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in a Rights Agreement, dated as of January
27, 1992, as amended (the "Rights Agreement"), between the Company and Illinois
Stock Transfer Company, as rights agent (the "Rights Agent").
Until the earliest to occur of (i) the close of business on the tenth
business day (or such later date as may be specified by the Board of Directors)
following a public announcement that a person or group of affiliated or
associated persons (with certain exceptions) has acquired, or obtained the right
to acquire, beneficial ownership of 10% or more of the outstanding Common Shares
(an "Acquiring Person", which term shall not include LG&E Energy or any of its
affiliated or associated persons who may otherwise become Acquiring Persons
solely by reason of the approval, execution, delivery or performance of the
Transaction Agreements), (ii) the close of business on the tenth business day
(or such later date as may be specified by the Board of Directors) following the
commencement of a tender offer or exchange offer (with certain exceptions), the
consummation of which would result in beneficial ownership by such person or
group of 10% or more of the outstanding Common Shares, or (iii) the close of
business on the tenth business day following the first date of public
announcement of the first occurrence of a Flip-in Event or a Flip-over Event (as
such terms are hereinafter defined) (the earliest of such dates being hereafter
called the "Distribution Date"), the Rights will be evidenced, with respect to
any of the Common Share certificates outstanding as of the Record Date, by such
Common Share certificates.
The Rights Agreement provides that, until the Distribution Date, the Rights
will be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the Record Date will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date
(or earlier redemption or expiration of the Rights), the surrender for transfer
of any certificates for Common Shares in respect of which Rights have been
issued will also constitute the transfer of the Rights associated with the
Common Shares represented by such certificates. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
(the "Right
2
<PAGE>
Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
No right is exercisable at any time prior to the Distribution Date. The
Rights will expire on February 7, 2002 (the "Final Expiration Date"), unless
earlier redeemed or exchanged by the Company as described below. Until a Right
is exercised, the holder thereof, as such, will have no rights as a stockholder
of the Company, including without limitation the right to vote or to receive
dividends.
The Purchase Price payable, and the number of Preferred Shares or other
securities issuable, upon exercise of the Rights are subject to adjustment from
time to time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred Shares, (ii) upon
the grant to the holders of the Preferred Shares of certain rights or warrants
to subscribe for or purchase Preferred Shares at a price, or securities
convertible into Preferred Shares with a conversion price, less than the then
current market price of the Preferred Shares or (iii) upon the distribution to
the holders of the Preferred Shares of evidences of indebtedness or cash
(excluding regular periodic cash dividends), assets, stock (excluding dividends
payable in Preferred Shares) or of subscription rights or warrants (other than
those referred to above).
The number of outstanding Rights and the number of one one-hundredths of a
Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock dividend on the Common Shares payable in
Common Shares or a subdivision, combination or reclassification of the Common
Shares occurring, in any such case, prior to the Distribution Date.
Preferred Shares issuable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment equal to the greater of (i) $1.00 per share and (ii)
an amount equal to 100 times the aggregate dividends declared per Common Share
during the related quarter. In the event of a liquidation, the holders of the
Preferred Shares will be entitled to a preferential liquidation payment equal to
$100 per share, plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment.
Each Preferred Share will have 100 votes, voting together with the Common
Shares. In elections of directors, Preferred Shares will have cumulative voting
rights if Common Shares have cumulative voting rights. Finally, in the event of
any merger, consolidation or other transaction in which Common Shares are
exchanged, each Preferred Share will be entitled to receive 100 times the amount
received per Common Share. These rights are protected by customary anti-
dilution provisions.
Because of the nature of the Preferred Shares' dividend, voting and
liquidation rights, the value of the one one-hundredth interest in a Preferred
Share purchasable upon exercise of each Right should approximate the value of
one Common Share.
In the event (a "Flip-in Event") that (i) any person or group of affiliated
or associated persons becomes the beneficial owner of 20% or more of the
outstanding Common Shares (other than LG&E Energy by virtue of the Transaction
Agreements), (ii) any Acquiring Person, or any Affiliate or Associate of an
Acquiring Person, merges into or combines with the Company and the Company is
the surviving corporation or any Acquiring Person, or any such Affiliate or
Associate, effects certain other transactions with the Company, as described in
the Rights Agreement, or (iii) during such time as there is an Acquiring Person,
there shall be any reclassification of securities or recapitalization or
reorganization of the Company which has the effect of increasing by more than 1%
the proportionate share of the outstanding shares of any class of equity
securities of the Company or any of its subsidiaries beneficially owned by the
Acquiring Person or its Affiliates or Associates, proper provision shall be made
so that each holder of a Right, other than Rights that are or were owned
beneficially by the Acquiring Person or its Affiliates or Associates (which,
from and after the later of the Distribution Date and the date of the earliest
of any such events, will be void), will thereafter have the right to receive,
upon exercise thereof at the then current exercise price of the Right, that
number of Common Shares (or, under certain circumstances, an economically
equivalent security or securities of the Company) having a market value of two
times the exercise price of the Right.
3
<PAGE>
To illustrate the operation of such an adjustment, at a Purchase Price of
$65, assuming the current market price (as determined pursuant to the provisions
of the Rights Agreement) per Common Share were $32.50, each Right not owned
beneficially by an Acquiring Person or its Affiliates or Associates at or after
the time of such an occurrence would entitle its holder to purchase (after the
Distribution Date) from the Company four Common Shares (having a market value of
$130) for $65.
In the event (a "Flip-over Event") that, following the first date of public
announcement that a person has become an Acquiring Person, (i) the Company
merges or consolidates with or into any person and the Company is not the
surviving corporation, (ii) any person merges or consolidates with or into the
Company and the Company is the surviving corporation, but its Common Shares are
changed or exchanged, or (iii) 50% or more of the Company's assets or earning
power, including without limitation securities creating obligations of the
Company, are sold, proper provisions shall be made so that each holder of a
Right will thereafter have the right to receive, upon the exercise thereof at
the then current exercise price of the Right, that number of shares of common
stock (or, under certain circumstances, an economically equivalent security or
securities) of such other person which at the time of such transaction would
have a market value of two times the exercise price of the Right.
At any time after the later of the Distribution Date and the first
occurrence of a Flip-in Event or a Flip-over Event and prior to the acquisition
by any person or group of affiliated or associated persons of 50% or more of the
outstanding Common Shares, the Board of Directors or the Company may exchange
the Rights (other than any Rights which have become void), in whole or in part,
at an exchange ratio of one Common Share per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment to the purchase
price of at least 1%. The Company is not required to issue fractional Preferred
Shares (other than fractions which are integral multiples of one one-hundredth
of a Preferred Share, which may, at the option of the Company, be evidenced by
depositary receipts) or fractional Common Shares or other securities issuable
upon the exercise of Rights. In lieu of issuing such securities, the Company
may make a cash payment, as provided in the Rights Agreement.
The Company may redeem the Rights in whole, but not in part, at a price or
$0.01 per Right (the "Redemption Price"), at any time prior to the close of
business on the later of (i) the Distribution Date and (ii) the first occurrence
of a Flip-in Event or a Flip-over Event. Immediately upon any redemption of the
Rights, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.
Following the later of the Distribution Date and the first occurrence of a
Flip-in Event or a Flip-over Event, Rights may be exercised, at the option of
the holder thereof, without the payment of the Purchase Price in cash that would
otherwise be required. In any such case, the number of securities which such
person would otherwise be entitled to receive upon the exercise of such Rights
will be reduced as provided in the Rights Agreement.
The Rights Agreement may be amended by the Company without the approval of
any holders of Right Certificates, including amendments which add other events
requiring adjustment to the purchase price payable and the number of Preferred
Shares or other securities issuable upon the exercise of the Rights or which
modify procedures relating to the redemption of the Rights, provided that no
amendment may be made which decreases the stated Redemption Price or the period
of time remaining until the Final Expiration Date or which modifies a time
period relating to when the Rights may be redeemed at such time as the Rights
are not then redeemable.
A copy of the Rights Agreement, and amendment thereto, has been filed with
the Securities and Exchange Commission. A copy of the Rights Agreement, and
amendment thereto, is available free of charge from the Company at One Quality
Street, Lexington, Kentucky 40507, Attention of the Secretary.
4
<PAGE>
This summary description of the Rights Agreement, and amendment thereto, is
as of May 20, 1997, does not purport to be complete and is qualified in its
entirety by reference to the full text of the Rights Agreement, which was
attached as an exhibit to the Company's Registration Statement on Form 8-A dated
January 27, 1992, as amended, and which is hereby incorporated by this
reference.
Item 2. Exhibits
The exhibits listed in the accompanying Exhibit Index are filed as part of
this Form 8-A/A.
5
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
KU ENERGY CORPORATION
By: /s/ Michael D. Robinson
-------------------------
Name: Michael D. Robinson
Title: Controller
Dated: May 21, 1997
6
<PAGE>
EXHIBIT INDEX
KU Energy Corporation
Form 8-A/A
Dated May 21, 1997
<TABLE>
<CAPTION>
Sequential
Exhibit No. Title Page No.
----------- ----- ----------
<S> <C> <C>
99.1 Amendment No. 1, dated as of May 20, 1997, to
the Rights Agreement, dated as of January 27,
1992, between KU Energy Corporation and
Illinois Stock Transfer Company, as Rights Agent.
</TABLE>
7
<PAGE>
EXHIBIT 99.1
KU ENERGY CORPORATION
One Quality Street
Lexington, Kentucky 40507
May 20, 1997
Illinois Stock Transfer Company
223 West Jackson Boulevard
Chicago, Illinois 60606
Attn: President
Re: Amendment No. 1 to Rights Agreement
-----------------------------------
Ladies and Gentlemen:
Pursuant to Section 26 of the Rights Agreement, dated as of January
27, 1992, by and between KU Energy Corporation (the "Company") and Illinois
Stock Transfer Company (the "Rights Agreement"), the Company, by resolution
adopted by its Board of Directors, hereby amends the Rights Agreement as follows
(with additions shown in bold type):
1. Section 1(a) of the Rights Agreement is hereby amended to read in
its entirety as follows:
"Acquiring Person" shall mean any Person (other than the Company
or any Subsidiary of the Company or any employee benefit or stock
ownership plan of the Company or of any Subsidiary of the Company or
any entity holding Common Shares for or pursuant to the terms of any
such plan) who or which, together with all Affiliates and Associates
of such Person, shall be the Beneficial Owner of 10% or more of the
Common Shares then outstanding; provided, however, that a Person shall
not be deemed to have become an Acquiring Person solely as a result of
a reduction in the number of Common Shares outstanding unless and
until (i) such time as such Person or any Affiliate or Associate of
such Person shall thereafter become the Beneficial Owner of any
additional Common Shares, other than as a result of a stock dividend,
stock split or similar transaction effected by the Company in which
all holders of Common Shares are treated equally, or (ii) any other
person who is the Beneficial Owner of any Common Shares shall
thereafter become an Affiliate or Associate of such Person; and
provided, further, that neither LG&E Energy nor its Affiliates and
Associates
<PAGE>
Illinois Stock Transfer Company
May 20, 1997
Page 2
shall become an Acquiring Person solely as a result of LG&E Energy or
its Affiliates or Associates becoming the Beneficial Owner of any
Common Shares by reason of (i) the approval, execution or delivery of
the Merger Agreement or the Company Stock Option Agreement or (ii) the
consummation of any transaction contemplated by the Merger Agreement,
the Company Stock Option Agreement or the LG&E Energy Stock Option
Agreement. The immediately preceding proviso shall not apply to LG&E
Energy or any of its Affiliates or Associates if LG&E Energy or its
Affiliates or Associates becomes the Beneficial Owner of Common Shares
other than (w) Common Shares beneficially owned by LG&E Energy or its
Affiliates or Associates on May 20, 1997, (x) Common Shares
beneficially owned by LG&E Energy or its Affiliates or Associates by
reason of the approval, execution or delivery of the Merger Agreement
or the Company Stock Option Agreement or by reason of the consummation
of any transaction contemplated by the Merger Agreement, the Company
Stock Option Agreement or the LG&E Energy Stock Option Agreement, (y)
Common Shares of which LG&E Energy becomes the Beneficial Owner
inadvertently after May 20, 1997, provided that the number of such
Common Shares does not exceed 1/2 of 1% of the Common Shares
outstanding on May 20, 1997 and that LG&E Energy divests such Common
Shares as soon as practicable after it becomes aware that it has
become the Beneficial Owner of such Common Shares, or (z) Common
Shares of which any Affiliate or Associate of LG&E Energy becomes the
Beneficial Owner, provided that the number of such Common Shares does
not exceed 1/2 of 1% of the Common Shares outstanding on May 20,
1997."
2. Section 1(bb) of the Rights Agreement is hereby amended by adding
the following new subsections immediately thereafter:
"(cc) "Company Stock Option Agreement" means that certain Stock
Option Agreement, dated as of May 20, 1997, by and between the Company
and LG&E Energy, by which the Company will grant to LG&E Energy an
option to purchase up to 19.9% of the Common Shares, subject to and
upon the terms specified therein, as the same may be amended from time
to time.
(dd) "LG&E Energy" means LG&E Energy Corp., a Kentucky
corporation.
<PAGE>
Illinois Stock Transfer Company
May 20, 1997
Page 3
(ee) "LG&E Energy Stock Option Agreement" means that certain
Stock Option Agreement, dated as of May 20, 1997, by and between the
Company and LG&E Energy, by which LG&E Energy will grant to the
Company an option to purchase up to 19.9% of LG&E Energy's common
stock, subject to and upon the terms specified therein, as the same
may be amended from time to time.
(ff) "Merger Agreement" means that certain Agreement and Plan of
Merger, dated as of May 20, 1997, by and between the Company and LG&E
Energy, as the same may be amended from time to time."
3. Section 11(a)(ii)(C) of the Rights Agreement is hereby amended by
adding the following at the end of that subsection before the words "then, and
in each such case,":
"; and provided, further, that if neither LG&E Energy nor any of its
Affiliates or Associates have become an Acquiring Person, then LG&E
Energy or its Affiliates and Associates shall not be deemed to have
become the Beneficial Owner of any Common Shares for purposes of this
Section 11(a)(ii)(C),"
4. Capitalized terms used without other definition in this Amendment
No. 1 to Rights Agreement shall be used as defined in the Rights Agreement.
5. This Amendment No. 1 to Rights Agreement shall be deemed to be a
contract made under the internal substantive laws of the Commonwealth of
Kentucky and for all purposes shall be governed by and construed in accordance
with the internal substantive laws of the Commonwealth of Kentucky applicable to
contracts to be made and performed entirely within the Commonwealth of Kentucky.
6. This Amendment No. 1 to Rights Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
7. This Amendment No. 1 to Rights Agreement shall be effective as
of, and immediately prior to, the execution and delivery of the Merger
Agreement, and all references to the Rights Agreement shall, from and after such
time, be deemed to be references to the Rights Agreement as amended hereby.
<PAGE>
Illinois Stock Transfer Company
May 20, 1997
Page 4
8. Exhibit C to the Rights Agreement shall be amended in a manner
consistent with this Amendment No. 1 to Rights Agreement.
Very truly yours,
KU ENERGY CORPORATION
By: /s/ O.M. Goodlett
--------------------------------
Name: O.M. Goodlett
Title: Senior Vice President
Accepted and agreed to as of the
effective time specified above:
ILLINOIS STOCK TRANSFER COMPANY
By: /s/ Robert G. Pearson
-----------------------------
Name: Robert G. Pearson
Title: President and
Chief Executive Officer
