SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: May 26, 1995
LG&E ENERGY CORP.
(Exact name of registrant as specified in its charter)
Kentucky 1-10568 61-1174555
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
220 West Main Street
P.O. Box 32030
Louisville, KY 40232
(Address of principal executive offices)
(502) 627-2000
(Registrant's telephone number)
Item 5. Other Events.
On May 15, 1995, LG&E Energy Corp. ("LG&E Energy") closed its previously
announced acquisition of Hadson Corporation, the Dallas-based natural gas
marketing, gathering and processing company ("Hadson"), for $143 million, plus
transaction related costs and expenses. The acquisition involves all of
Hadson's subsidiaries, including its natural gas marketing subsidiary, and its
1,300 miles of gas gathering systems, gas transmission systems, and gas
processing and storage facilities. Hadson has marketing contracts and
agreements with local distribution companies or industrial users in 36 states.
Santa Fe Energy Resources, Inc. ("Santa Fe") and The Prudential Insurance
Company of America ("Prudential"), which together owned 65% of Hadson's common
stock, sold all of their Hadson equity securities and long-term debt to
subsidiaries of LG&E Energy. An LG&E Energy subsidiary purchased the 65% of
common stock held by Prudential and Santa Fe, and separately acquired all
remaining Hadson common stock at a price of $2.75 per share. The acquisition
was consummated pursuant to a merger agreement between Hadson and the LG&E
Energy subsidiary, making Hadson a subsidiary of LG&E Energy.
Item 7(c). Exhibits Filed.
Exhibit
Number Description
99.01 News Release dated May 15, 1995, announcing the closing of
the acquisition of Hadson Corporation by LG&E Energy Corp.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LG&E ENERGY CORP.
Registrant
Date: May 26, 1995 /s/ Charles A. Markel, III
Charles A. Markel, III
Corporate Vice President, Finance
and Treasurer
(On behalf of the registrant in his
capacity as Principal Financial Officer)
LG&E Energy Closes Hadson Acquisition; Now Positioned to Offer
Integrated Natural Gas and Electric Energy Services
Louisville, KY - LG&E Energy Corp. today closed its previously announced
acquisition of Dallas-based Hadson Corporation, marking the company's largest
investment to date in a new business and setting the stage for offering
integrated natural gas and electric energy services.
LG&E Energy Corp.'s $143 million purchase includes Hadson's natural gas
marketing subsidiary, as well as the company's 1,300 miles of gas gathering
systems, gas transmission systems and gas processing and storage facilities.
Hadson owns and operates facilities in New Mexico, west Texas, Oklahoma and
Montana, and has marketing contracts and agreements with local distribution
companies or industrial users in 36 states.
In acquiring Hadson, LG&E Energy purchased the 65 percent of common stock
held by Santa Fe Resources, Inc., and The Prudential Insurance Company of
America, and separately acquired the remaining publicly held Hadson common
stock for $2.75 per share.
"Backed by our financial strength, we are confident of Hadson's prospects
to build sales volume and extend their presence into new markets," said Ed
Casey, Group President of LG&E Energy Services. "Longer term, this acquisition
also positions us to meet growing market demands for integrated energy
solutions and speeds our plans to become a national provider of both electric
and natural gas products and services."
LG&E Energy was one of the first utility holding companies in 1994 to
establish an electric power marketing group, now operating in most areas of the
U.S., and previously held a partnership interest in Natural Gas Clearinghouse
of Houston, Texas.
As a fully owned subsidiary of LG&E Energy, Hadson expects to be able to
resume earlier gas supplier agreements that had been hampered by credit
constraints and dramatically spur the growth of the business.
"Over the last year, we have worked to build our infrastructure to support
greater sales volume and strengthen our customer relationships," said Greg
Jenkins, President and CEO of Hadson. "This acquisition places us with a well-
resourced and knowledgeable parent company and will allow us to offer a greater
array of services as this industry continues to evolve and grow."
LG&E Energy Corp., headquartered in Louisville, is an exempt utility
holding company that owns and operates diversified energy services businesses.
The company owns or owns an equity interest in 13 power plants in seven states,
and is developing projects in Argentina and Spain. LG&E Energy Corp. is
aligned into two primary business units: LG&E Energy Services, a group that
concentrates on power generation, domestic and international development, and
wholesale power and gas marketing; and Louisville Gas and Electric Company, a
regulated public utility that focuses on the retail distribution of energy.
