Registration No. 33-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LG&E ENERGY CORP.
(Exact name of registrant as specified in its charter)
Kentucky 61 - 1174555
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
220 West Main Street 40232
P.O. Box 32030 (Zip Code)
Louisville, KY
(Address of principal executive offices)
LG&E ENERGY CORP. DEFERRED STOCK COMPENSATION PLAN
(Full title of the plan)
John R. McCall
Executive Vice President,
General Counsel and Corporate Secretary
LG&E Energy Corp.
220 West Main Street
P.O. Box 32030
Louisville, KY 40232
(502) 627-3665
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Title of Maximum Proposed
securities Amount offering maximum Amount of
to be to be price aggregate registration
registered registered per share offering price fee
Common Stock, 100,000 $40.25 * $4,025,000 * $1,388.00
without par value
per share
* Estimated solely for purposes of calculating the amount of the registration
fee, based upon the average of the high and low prices of the Common Stock
as reported by The Wall Street Journal as New York Stock Exchange Composite
Transactions for June 26, 1995.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, as filed with the Securities and Exchange Commission,
are incorporated herein by reference:
(i) the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994;
(ii) the Registrant's Quarterly Reports on Form 10-Q for the quarter ended
March 31, 1995;
(iii) Exhibit 99.01 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1994;
(iv) the Registrant's Current Reports on Form 8-K dated February 16, 1995
and May 26, 1995.
(v) Amendment No. 2 to Registrant's Registration Statement on Form 8-A/A
dated June 20, 1995.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, after the date hereof and prior
to the filing of a post-effective amendment which deregisters all such securi-
ties remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing such documents.
Item 4. Description of Securities
The Registrant's Common Stock is registered under Section 12 of the Exchange
Act. The Registrant also has Rights to Purchase Series A Preferred Stock which
are registered under Section 12 of the Exchange Act, and which automatically
trade at this time with the Common Stock.
Item 5. Experts
The financial statements and schedules of the Registrant included or incorpo-
rated by reference in the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, to the extent and for the periods indicat-
ed in their report, have been audited by Arthur Andersen LLP, independent
public accountants, and are incorporated herein by reference in reliance upon
the authority of said firm as experts in accounting and auditing in giving said
report. Reference is made to said report which includes an explanatory
paragraph that describes the uncertainties discussed in Note 14 to the finan-
cial statements.
Item 6. Indemnification of Directors and Officers
Chapter 271B 8-500 to 580 of the Kentucky Revised Statutes provides that the
Registrant may, and in some circumstances must, indemnify its directors and
officers against liabilities and expenses incurred by any such person by reason
of the fact that such person was serving in such capacity, subject to certain
limitations and conditions set forth in the statutes. Substantially similar
provisions that require such indemnification are contained in the Registrant's
Articles of Incorporation (filed as Exhibit 4.01 to the Registrant's Registra-
tion Statement No. 33-33687 and Exhibit 3.02 to the Registrant's Form 10-K for
the year ended December 31, 1990 (file no. 1-10568)), which provisions are
incorporated herein by this reference. The Company's Articles of Incorporation
also contain provisions limiting the liability of its directors in certain
instances. The Company has an insurance policy covering its officers and
directors against certain personal liability which, may include liabilities
under the Securities Act of 1933, as amended.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit
No. Description
4.01 Copy of LG&E Energy Corp. Deferred Stock Compensation Plan.
[Filed as Exhibit 10.34 of the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1991 (file no. 1-
10568) and incorporated by reference herein.]
4.02 Copy of Articles of Incorporation, as amended [Filed as Exhibit
4.01 to Registration Statement 33-33687 and incorporated by
reference herein.]
4.03 Copy of Amendment to Articles of Incorporation dated December 5,
1990. [Filed as Exhibit 3.02 to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1990 (file no. 1-
10568) and incorporated by reference herein.]
4.04 Copy of By-laws [Filed as Exhibit 3.03 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1991
(file no. 1-10568) and incorporated by reference herein.]
4.05 Rights Agreement, dated December 5, 1990, in the form executed
by LG&E Energy Corp. and Louisville Gas and Electric Company, as
Rights Agent [filed as Exhibit 4.04 to Registration Statement
No. 33-38557 and incorporated by reference herein.]
4.06 Amendment No. 1 to Rights Agreement, dated June 7, 1995, in the
form executed by LG&E Energy Corp. and Louisville Gas and Elec-
tric Company, as Rights Agent [filed as Exhibit 2 to Amendment
No. 2 to Registrant's Registration Statement on Form 8-A/A dated
June 20, 1995, and incorporated by reference herein.]
5.01 Opinion of counsel as to legality.
23.01 Consent of Arthur Andersen LLP.
23.02 Consent of John R. McCall.
24.01 Power of attorney.
Item 9. Undertakings
A. INDEMNIFICATION
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 6, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for indemnifi-
cation against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person or 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 the Act and will be governed by the final
adjudication of such issue.
B. SUBSEQUENT EXCHANGE ACT DOCUMENTS
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.
C. OTHER
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the informa-
tion set forth in the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration State-
ment or any material change to such information in the Registra-
tion Statement;
provided, however, that paragraphs 1(i) and 1(ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or fur-
nished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorpo-
rated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termina-
tion of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Louisville, Commonwealth of Kentucky, on June 30,
1995.
LG&E ENERGY CORP.
By: /s/ Roger W. Hale
Roger W. Hale
Chairman, President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed on June 30, 1995, by the following persons in the
capacities indicated.
Signature Title
Roger W. Hale Chairman of the Board, President and Chief
Executive Officer
Charles A. Markel, III Vice President - Finance and Treasurer
(Principal Financial and Accounting Offi-
cer)
Dr. Donald C. Swain Director
William C. Ballard, Jr. Director
Owsley Brown, II Director
Gene P. Gardner Director
J. David Grissom Director
S. Gordon Dabney Director
T. Ballard Morton, Jr. Director
Anne H. McNamara Director
David B. Lewis Director
June 30, 1995 /s/ Charles A. Markel, III
By: Charles A. Markel, III (Attorney-in-
Fact)
Exhibit Index
Exhibit
No. Description
4.01 Copy of LG&E Energy Corp. Deferred Stock Compensation Plan.
[Filed as Exhibit 10.34 of the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1991 (file no. 1-
10568) and incorporated by referenced herein.]
4.02 Copy of Articles of Incorporation, as amended [Filed as Exhibit
4.01 to Registration Statement 33-33687 and incorporated by
reference herein.]
4.03 Copy of Amendment to Articles of Incorporation dated December 5,
1990. [Filed as Exhibit 3.02 to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1990 (file no. 1-
10568) and incorporated by reference herein.]
4.04 Copy of By-laws [Filed as Exhibit 3.03 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1991
(file no. 1-10568) and incorporated by reference herein.]
4.05 Rights Agreement, dated December 5, 1990, in the form executed
by LG&E Energy Corp. and Louisville Gas and Electric Company, as
Rights Agent [filed as Exhibit 4.04 to Registration Statement
No. 33-38557 and incorporated by reference herein.]
4.06 Amendment No. 1 to Rights Agreement, dated June 7, 1995, in the
form executed by LG&E Energy Corp. and Louisville Gas and Elec-
tric Company, as Rights Agent [filed as Exhibit 2 to Amendment
no. 2 to Registrant's Registration Statement on Form 8-A/A dated
June 20, 1995, and incorporated by reference herein.]
5.01 Opinion of counsel as to legality.
23.01 Consent of Arthur Andersen LLP.
23.02 Consent of John R. McCall.
24.01 Power of attorney.
Exhibit 5.01
June 30, 1995
LG&E Energy Corp.
220 West Main Street
Louisville, KY 40202
Re: 100,000 shares of Common Stock, without par
value, of LG&E Energy Corp. issued pursuant to
LG&E Energy Corp. Deferred Stock Compensation Plan
Gentlemen:
I am Executive Vice President, General Counsel and Secretary of LG&E Energy
Corp., a Kentucky corporation (the "Company"), and have participated in the
proceedings taken by it in connection with the proposed issuance of the Common
Stock referred to above pursuant to the Company's Deferred Stock Compensation
Plan (the "Additional Shares"). I have examined all records, instruments, and
documents which I have deemed necessary for the purpose of this opinion,
including the Registration Statement on Form S-8 under the Securities Act of
1933, as amended, relating to the Additional Shares to be filed by the Company
pursuant to said Act.
Based upon the foregoing and upon my general familiarity with the properties
and affairs of the Company, I am of the opinion that:
1. the Company is a validly organized and legally existing corporation, in
good standing under the laws of the Commonwealth of Kentucky and that
it is legally qualified and authorized to operate and conduct its
business in the Commonwealth of Kentucky.
2. when, as and if the Additional Shares have been duly issued and deliv-
ered, and the consideration for the Additional Shares has been duly
received by the Company, all in the manner contemplated by the said
Registration Statement, the Additional Shares will be legally issued,
fully paid, and non-assessable shares of stock of the Company.
Respectfully submitted,
/s/ John R. McCall
John R. McCall
Executive Vice President,
General Counsel and Corporate Secretary
Exhibit 23.01
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 30, 1995
(except with respect to matters discussed in Note 16, as to which the date is
February 10, 1995,and the matters discussed in paragraph 15 of Note 13, as to
which the date in March 17, 1995), included in LG&E Energy Corp.'s Form 10-K
for the year ended December 31, 1994, and to all references to our Firm
included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Louisville, Kentucky
June 30, 1995
Exhibit 23.02
CONSENT
I hereby consent to the use of my opinion filed as Exhibit 5.01 to this
Registration Statement.
/s/ John R. McCall, Esq.
John R. McCall, Esq.
Louisville, Kentucky
June 30, 1995
Exhibit 24.01
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, as of the 7th day of June, 1995, the under-
signed each constitutes and appoints Roger W. Hale and Charles A. Markel, III,
and each of them, individually, his or her true and lawful attorney-in-fact and
agent with full power of substitution and re-substitution, for him or her in
his or her name, place and stead, in any and all capacities, to sign a Regis-
tration Statement on Form S-8 relating to the sale of shares of common stock
under the LG&E Energy Corp. Deferred Stock Compensation Plan and all amendments
or appendices thereto (including post-effective amendments), in an amount not
to exceed 100,000 shares, and to file the same with all exhibits thereto and
all other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
LG&E ENERGY CORP.
/s/ Roger W. Hale /s/ Dr. Donald C. Swain
ROGER W. HALE DR. DONALD C. SWAIN
Chairman, President and Director
Chief Executive Officer
/s/ Anne H. McNamara /s/ William C. Ballard
ANNE H. McNAMARA WILLIAM C. BALLARD
Director Director
/s/ Owsley Brown, II /s/ J. David Grissom
OWSLEY BROWN, II J. DAVID GRISSOM
Director Director
/s/ Gene P. Gardner /s/ T. Ballard Morton, Jr.
GENE P. GARDNER T. BALLARD MORTON, JR.
Director Director
/s/ S. Gordon Dabney /s/ David B. Lewis
S. GORDON DABNEY DAVID B. LEWIS
Director Director
