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 (g) of
the Securities Exchange Act of 1934
Amendment No. 2
Date of Report: June 20, 1995
LG&E ENERGY CORP.
(Exact name of registrant as specified in its charter)
Kentucky 61-1174555
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
220 West Main Street
P.O. Box 32030
Louisville, KY 40232
(Address of principal executive offices)
Securities to be registered pursuant to Section 12 (b) of the Act:
Title to each class to be so Name of each exchange on which
registered each class is to be registered
Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12 (g) of the Act:
None
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
On June 7, 1995, LG&E Energy Corp. (the "Company") executed the First Amendment
(the "Rights Amendment") to the Rights Agreement dated December 5, 1990 (the
Rights Agreement as amended by the First Amendment thereto, the "Rights
Agreement"), between the Company and Louisville Gas and Electric Company as the
Rights Agent (the "Rights Agent"). The Rights Amendment provides that, among
other things, the definition of the term "Acquiring Person" in the Rights
Agreement is amended to mean any person or group of affiliated or associated
persons who shall be the beneficial owner of 15% (reduced from 20%) or more of
the outstanding shares of Common Stock, without par value ("Common Stock"), of
the Company. The Rights Amendment also provides for certain technical revi-
sions to the Rights Agreement, including (i) adding an exception to the
provisions governing the triggering of the Rights that would exempt a person or
group that the Board of Directors of the Company determines in good faith would
otherwise have triggered the Rights inadvertently, so long as the person or
group, as promptly as practicable, divests sufficient shares of Common Stock to
bring its ownership below the triggering threshold, and (ii) clarifying the
definition of Beneficial Owner. A summary of the Rights as amended follows.
Summary of Rights
On December 5, 1990, the Board of Directors of the Company declared a dividend
distribution of one Preferred Stock Purchase Right (the "Right") for each share
of Common Stock outstanding as of the close of business on December 19, 1990
(the "Record Date"), and authorized the issuance of the Rights as of the Record
Date, each Right representing the right to purchase one one-hundredth (1/100)
of a share of Series A Preferred Stock of the Company without par value (the
"Preferred Stock"), at a price of $110 ("Purchase Price"). The terms and
conditions of the Rights are contained in the Rights Agreement between the
Company and the Rights Agent.
Until the close of business on the earlier to occur of (i) the tenth day
following the first date of a public announcement by the Company or any Person
who or which, together with all affiliates and associates of such Person, shall
be the beneficial owner of 15% or more of the outstanding Common Stock (other
than as a result of a Permitted Offer) or who or which was such a beneficial
owner at any time after December 5, 1990, whether or not such Person continues
to be the beneficial owner of securities representing 15% or more of the Common
Stock (an "Acquiring Person"), provided, however, that the term "Acquiring
Person" shall not include the Company, any subsidiary of the Company, any
employee benefit plan or employee stock plan of the Company or of any subsid-
iary of the Company, or any person or entity organized, appointed, established
or holding Common Stock for or pursuant to the terms of any such plan or any
Person who becomes an Acquiring Person solely by virtue of a reduction in the
number of outstanding shares of Common Stock ("Exempt Person") that an Acquir-
ing Person has become such or such earlier date as a majority of the Board of
Directors shall become aware of the existence of an Acquiring Person (the
"Stock Acquisition Date") or (ii) the tenth day after the date of the commence-
ment by any Person (other than an Exempt Person) of, or the first public
announcement of the intent of any person (other than an Exempt Person) to
commence, a tender or exchange offer, upon the successful consummation of which
such Person, together with its affiliates and associates would be the benefi-
cial owner of 15% or more of the outstanding Common Stock (irrespective of
whether any shares are actually purchased pursuant to such offer) (the earlier
of such dates being referred to herein as the "Distribution Date"), the Rights
will be represented by and transferred with, and only with, the Common Stock.
New certificates issued for Common Stock after the Record Date will contain a
legend incorporating the Rights Agreement by reference, and the surrender for
transfer of any of the Company's Common Stock certificates will also constitute
the transfer of the Rights associated with the Common Stock represented by such
certificates. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Stock at the close of business on the Distribu-
tion Date, and thereafter the Rights Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire at the close of business on December 19, 2000, unless earlier redeemed
or exchanged by the Company as described below.
The Preferred Stock will be nonredeemable and, unless otherwise provided in
connection with the creation of a subsequent series of preferred stock,
subordinate to any other series of the Company's preferred stock. The Pre-
ferred Stock will, however, rank prior to the Common Stock. The Preferred
Stock may not be issued except upon exercise of Rights. Each share of Pre-
ferred Stock will be entitled to receive when, as and if declared, a quarterly
dividend in an amount per share equal to 100 times the cash dividends declared
on the Company's Common Stock. In addition, the Preferred Stock is entitled to
100 times any non-cash dividends (other than dividends payable in equity
securities) declared on the Common Stock, in like kind. In the event of a
default on such dividends, the holders of the Preferred Stock will be entitled
to elect two directors. In the event of liquidation, the holders of Preferred
stock will be entitled to receive a liquidation payment in an amount equal to
the greater of $100 per share plus an amount equal to accrued and unpaid
dividends thereon or 100 times the payment made per share of Common Stock.
Each share of Preferred Stock will have one vote, voting together with the
Common Stock and not as a separate class unless otherwise required by law or
the Company's Articles of Incorporation. In the event of any merger, consolida-
tion or other transaction in which common shares are exchanged, each share of
Preferred Stock will be entitled to receive the same amount received per share
of Common Stock. The rights of the Preferred Stock as to dividends, liquida-
tion and voting are protected by antidilution provisions.
The Purchase Price payable, and the number of shares of Preferred Stock or
other securities or property 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
Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights
or warrants to subscribe for Preferred Stock or convertible securities at less
than the current market price of the Preferred Stock and (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular cash dividends and dividends payable in Preferred
Stock) or of subscription rights or warrants (other than those referred to
above).
If any Person (other than an Exempt Person) becomes the beneficial owner of 15%
or more of the then outstanding shares of Common Stock (except pursuant to an
offer for all outstanding shares of Common Stock that the independent directors
determine to be fair to and otherwise in the best interest of Company and its
shareholders) or any Exempt Person, then each holder of a Right, other than the
Acquiring Person, will have the right to receive in lieu of Preferred Stock,
upon payment of the Purchase Price, a number of shares of Common Stock (or, in
certain circumstances, cash, property or other securities of the Company)
having a market value equal to twice the Purchase Price. Rights are not
exercisable following the occurrence of the events described in this paragraph
until the expiration of the period during which the Rights may be redeemed as
described below. Notwithstanding the foregoing, following the occurrence of
the events described in this paragraph, Rights that are (or, under certain
circumstances, Rights that were) beneficially owned by an Acquiring Person will
be void.
Unless the Rights are redeemed earlier, if the Company is acquired in a merger
or other business combination (in which any shares of the Common Stock are
changed into or exchanged for other securities or assets) or more than 50% of
the assets or earning power of the Company and its subsidiaries (taken as a
whole) were to be sold, the Rights Agreement provides that proper provision
shall be made so that each holder of record of a Right will from and after that
time have the right to receive, upon payment of the Purchase Price, that number
of shares of common stock of the acquiring company which has a market value at
the time of such transaction equal to two times the Purchase Price.
Fractions of shares of Preferred Stock may, at the election of the Company, be
evidenced by depositary receipts. The Company may also issue cash in lieu of
fractional shares.
At any time until ten days following the Stock Acquisition Date (subject to
extension by the Board of Directors), the Board of Directors may cause the
Company to redeem the Rights in whole, but not in part, at a price of $0.01 per
Right. After such redemption period, the Company's right of redemption may be
reinstated, under certain circumstances, if an Acquiring Person reduces his
beneficial ownership of Common Stock to below 10% and there is no other
Acquiring Person. Immediately upon the action of the Board of Directors of the
Company authorizing 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 without any interest thereon.
After the Distribution Date, the provisions of the Rights Agreement may be
amended by the Board of Directors only to cure any ambiguity, to make changes
which do not adversely affect the interests of the holders of Rights, or to
change any time period under the Rights Agreement; provided, however, that no
amendment to adjust the time period governing redemption shall be made at such
time as the Rights are not redeemable. In addition, no supplement or amendment
may be made which changes the Redemption Price, the date of expiration of the
Rights, the Purchase Price or the number of one one-hundredths of a share of
Preferred Stock for which a Right is exercisable. At any time when the Rights
are not then redeemable, the Company may amend the Rights in any manner that
does not adversely affect the interests of holders of the Rights as such.
Until a Right is exercised, the holder, as such, will have no rights as a
shareholder of the Company, including, without limitation, the right to vote or
to receive dividends.
A copy of the Rights Agreement has been filed with the Securities and Exchange
Commission as an Exhibit to a Registration Statement on Form 8-A. A copy of
the Rights Agreement is available to any holder of the Company's Common Stock
free of charge from the Company, 220 West Main Street, Louisville, Kentucky
40232, Attention: Shareholder Information. This summary description of the
Rights does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement, which is incorporated in this summary
description by reference. All capitalized terms not defined herein shall have
the meanings ascribed to them in the Rights Agreement.
Item 2. Exhibits.
1. Rights Agreement dated December 5, 1990 between LG&E Energy Corp. and
Louisville Gas and Electric Company, as Rights Agent (incorporated by
reference from Form 8-A of LG&E Energy Corp. relating to Preferred Stock
Purchase Rights as filed with the Securities and Exchange Commission on
December 7, 1990). The Rights Agreement includes as Exhibit B the form of
Right Certificate. Pursuant to the Rights Agreement, Right Certificates
will not be distributed until after the Distribution Date (as defined
therein). The Rights Agreement includes as Exhibit C the form of Summary
of Rights to Purchase Preferred stock.
2. Amendment No. 1 to the Rights Agreement, dated as of June 7, 1995, between
the Company and Louisville Gas and Electric Company.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: June 20, 1995 /s/ Charles A. Markel, III
Charles A. Markel, III
Corporate Vice President, Finance
and Treasurer
(On behalf of the registrant in his capac-
ity as Principal Financial Officer)
Index to Exhibits
1. Rights Agreement dated December 5, 1990 between LG&E Energy Corp. and
Louisville Gas and Electric Company, as Rights Agent (incorporated by
reference from Form 8-A of LG&E Energy Corp. relating to Preferred Stock
Purchase Rights as filed with the Securities and Exchange Commission on
December 7, 1990). The Rights Agreement includes as Exhibit B the form of
Right Certificate. Pursuant to the Rights Agreement, Right Certificates
will not be distributed until after the Distribution Date (as defined
therein). The Rights Agreement includes as Exhibit C the form of Summary
of Rights to Purchase Preferred stock.
2. Amendment No. 1 to the Rights Agreement, dated as of June 7, 1995, between
the Company and Louisville Gas and Electric Company.
Exhibit 2
First Amendment To Rights Agreement
FIRST AMENDMENT, dated as of June 7, 1995 (this "Amendment"), to the
Rights Agreement, dated as of December 5, 1990 (the "Rights Agreement"),
between LG&E ENERGY CORP., a Kentucky corporation (the "Company"), and the
LOUISVILLE GAS AND ELECTRIC COMPANY, a Kentucky corporation.
W I T N E S S E T H
WHEREAS, the Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement;
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company and
the Rights Agent may from time to time supplement or amend the Rights Agreement
in accordance with and subject to the provisions of such Section 26; and
WHEREAS, all acts and things necessary to make this Amendment a valid
agreement, enforceable according to its terms, have been done and performed,
and the execution and delivery of this Amendment by the Company and the Rights
Agent have been in all respects duly authorized by the Company and the Rights
Agent;
NOW THEREFORE, in consideration of the foregoing and mutual agreements
set forth herein, the parties hereto agree as follows:
1. Defined Terms. Unless otherwise defined herein, terms which are
defined in the Rights Agreement and used herein are so used as so defined.
Unless otherwise indicated, all Section, subsection and Schedule references are
to the Rights Agreement.
2. Amendment to Subsection 1(a). Subsection 1(a) of the Rights
Agreement is hereby amended and restated in its entirety to read as follows:
"(a) "Acquiring Person" shall mean any Person who or which,
together with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of 15% or more of the outstanding Common Stock (other
than as a result of a Permitted Offer) or who or which was such a Benefi-
cial Owner at any time after December 5, 1990, whether or not such Person
continues to be the Beneficial Owner of securities representing 15% or
more of the Common Stock, provided, however, that the term "Acquiring
Person" shall not include an Exempt Person. Notwithstanding the forego-
ing, if the Board of Directors of the Company determines in good faith
that a Person who would otherwise be an "Acquiring Person", has become
such inadvertently and without any intention of changing or influencing
control of the Company, and such Person, as promptly as practicable after
being advised of such determination, divests himself or itself of Benefi-
cial Ownership of a sufficient number of shares of Common Stock so that
such Person would no longer be an "Acquiring Person", then such Person
shall not be deemed to be an "Acquiring Person" for any purposes of this
Agreement."
3. Amendment to Subsection 1(d). Subsection 1(d)(i) of the Rights
Agreement is hereby amended and restated in its entirety to read as follows:
"(i) which such Person or any of such Person's Affiliates or
Associates beneficially owns, directly or indirectly, within the meaning
of Rule 13d-3 of the General Rules and Regulations under the Exchange Act
as in effect on June 7, 1995;"
4. Amendment to Subsection 3(a). Subsection 3(a) of the Rights
Agreement is hereby amended by deleting the number "20" appearing in the eighth
line thereof and inserting in lieu thereof the number "15".
5. Amendment to Subsection 3(d). Subsection 3(d) of the Rights
Agreement is hereby amended by inserting the words "as amended by the First
Amendment dated as of June 7, 1995" after the words, "December 5, 1990"
appearing in the fifth line of the legend contained therein.
6. Amendment of Subsection 11(a). Subsection 11(a)(ii) of the Rights
Agreement is hereby amended by deleting the number "20" in the thirteenth line
thereof and inserting in lieu thereof the number "15".
7. Amendment of Exhibit B. The Form of Right Certificate attached as
Exhibit B to the Rights Agreement is hereby amended by inserting the phrase "as
amended by the First Amendment dated as of June 7, 1995" after the words
"December 5, 1990" appearing in the fifth line of the first paragraph of the
first page thereof.
8. Continuing Effect; No Other Amendments. Except as expressly
amended hereby, all of the terms and provisions of the Rights Agreement are and
shall remain in full force and effect. The amendments provided for herein are
limited to the specific sections and subsections of, or exhibits to, the Rights
Agreement specified herein and shall not constitute an amendment of any other
provisions of the Rights Agreement. In executing and delivering this Amend-
ment, the Rights Agent shall be entitled to all the privileges and immunities
afforded to the Rights Agent under the terms and conditions of the Rights
Agreement.
9. Severability. If any term, provision, covenant or restriction of
this Amendment is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Amendment and of the Rights Agreement, shall
remain in full force and effect and shall be in no way affected, impaired or
invalidated.
10. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute one and the same instrument.
11. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the Commonwealth of Kentucky and for all
purposes shall be governed by and construed in accordance with the laws of such
State applicable to contracts to be made and performed entirely within such
State.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the date first above written.
Attest: LG&E ENERGY CORP.
By: /s/ John R. McCall By: /s/ Roger W. Hale
Executive Vice President, Chairman of the Board,
General Counsel and Chief Executive Officer and
Corporate Secretary President
Attest: LOUISVILLE GAS AND ELECTRIC
COMPANY, as Rights Agent
By: /s/ John R. McCall By: /s/ Roger W. Hale
Executive Vice President, Chairman of the Board and
General Counsel and Chief Executive Officer
Corporate Secretary
