Registration No. 33-56942
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. ONE TO
FORM S-3
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)
John R. McCall
Executive Vice President,
General Counsel and Corporate Secretary
LG&E Energy Corp.
220 West Main Street
Louisville, Kentucky 40202
(502) 627-2000
(Name, address and telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to public: From time to time
after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.
[X]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [__]
In this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [__]
In this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [__]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following. [__]
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, 914,485 * * *
without par value
per share
* Pursuant to Rule 416(b), no registration fee is required to increase the
number of shares being registered as a result of a stock split.
Amending the Registration Statement pursuant to Rule 416(b) to increase the
number of shares of common stock registered by this Registration Statement from
1,000,000 shares to 1,914,485.
Prospectus Supplement
(To Prospectus Dated January 12, 1993)
April 15, 1996
TO SHAREHOLDERS ELIGIBLE TO PARTICIPATE
IN THE LG&E ENERGY CORP. AUTOMATIC
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
LG&E Energy Corp. has declared a two-for-one stock split of its common stock,
without par value (the "Common Stock"), to be effected by a 50% stock dividend
payable April 15, 1996 to shareholders of record on April 1, 1996. If you are
currently participating in the Plan, your account has been credited with the
appropriate increased number of shares resulting from the stock split. Your
first statement after April 15, 1996 will reflect your adjusted account
holdings.
As a result of the stock split, the number of authorized shares of Common Stock
authorized for sale pursuant to the Plan has been increased to 1,914,485, of
which 85,515 were issued on the date of this Prospectus Supplement.
This letter constitutes part of your prospectus for the Plan and we suggest
that you retain it for future reference.
PROSPECTUS
LG&E Energy Corp.
AUTOMATIC DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
Common Stock
(Without Par Value)
_________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
_________________
This Prospectus describes the Automatic Dividend Reinvestment and Stock
Purchase Plan (the "Plan") of LG&E Energy Corp. (the "Company"). The Plan
provides a convenient and economical method for recordholders of the Company's
Common Stock, of the Company's Preferred Stock and of the Preferred Stock of
Louisville Gas and Electric Company ("LG&E") to purchase shares of the Com-
pany's Common Stock, without par value, by having their cash dividends automat-
ically reinvested and/or, if they wish, by making additional cash payments.
The Plan provides that shares of Common Stock of the Company purchased under
the Plan may be purchased directly from the Company or, at the discretion of
the Company, shares of Common stock may be purchased in whole or in part on the
open market. Shares purchased for participants directly from the Company will
be purchased at 100% of market value determined as provided in the Plan. The
price of shares of Common Stock purchased on the open market under the Plan
will be the average cost of such shares, excluding brokerage commissions
incurred in connection with the purchase of such shares. Further information
concerning the Plan, including the number of shares of Common Stock to be
offered pursuant to the Plan, is set forth herein.
This Prospectus is being provided both to present and prospective participants
in the Plan. For the present participants in the Plan, this Prospectus
(including the materials incorporated by reference) provides more current
information concerning the Company, LG&E and the Plan, and is intended to
replace the Prospectus of the Company, dated March 28, 1991, and the supplement
thereto. It is suggested that this Prospectus be retained for future refer-
ence.
_________________
The date of this Prospectus is January 12, 1993.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange of 1934, as amended, and thus files reports, proxy statements and
other information with the Securities and Exchange Commission (the "Commis-
sion"). These can be inspected at the public reference facilities maintained
by the Commission currently at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549; 500 West Madison Street, Chicago, Illinois 60621; and 75 Park
Place, New York, New York 10007; and copies of such material can be obtained
from the Public Reference Section of the Commission at its principal office at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In
addition, reports, proxy material and other information concerning the Company
may be inspected at the Library of the New York Stock Exchange, 20 Broad
Street, New York, New York, and at the office of the Midwest Stock Exchange,
440 South LaSalle Street, Chicago, Illinois, on which exchanges the Company's
Common Stock is listed.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission are incorpo-
rated herein by reference: (i) Annual Reports on Form 10-K for the year ended
December 31, 1991; (ii) Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1992, June 30, 1992 and September 30, 1992, and (iii) Current Reports
on Form 8-K, dated April 16, 1992, April 21, 1992, May 19, 1992 and December 4,
1992.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, after the date of
this Prospectus and prior to the termination of this offering shall be deemed
to be incorporated by reference in this Prospectus from the date of filing of
such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference in this Prospectus shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained in this Prospectus or in any other subsequently filed
document which also is or is deemed to be incorporated by reference in this
Prospectus modifies or supersedes such statement Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus. The Company periodically includes with
its Annual Report on form 10-K or with a Quarterly Report on Form 10-Q an
exhibit containing a description of its Common Stock, including a description
of the Rights to Purchase Series A Preferred Stock that accompany each share of
Common Stock pursuant to a Rights Agreement, dated December 5, 1990, which
exhibit is incorporated by reference herein.
The Company hereby undertakes to provide without charge to each person (includ-
ing any beneficial owner) to whom a copy of this Prospectus has been delivered,
upon the written or oral request of any such person, a copy of any or all of
the documents referred to above which have been incorporated in this Prospectus
by reference, other than certain exhibits to such documents. Requests for such
copies should be directed to Ms. Laura Crowe, Manager, Shareholder Relations,
LG&E Energy Corp., P.O. Box 32030, Louisville, Kentucky 40232; telephone (800)
235-9705 outside Louisville, or 627-3445 in Louisville.
THE COMPANY
LG&E Energy Corp. (the "Company"), incorporated November 14, 1989, is a
diversified energy-services holding company with two direct subsidiaries:
Louisville Gas and Electric Company ("LG&E") and LG&E Energy Systems Inc.
("Energy Systems"). In August 1990, LG&E Energy Corp. and LG&E implemented a
corporate reorganization pursuant to a mandatory share exchange whereby each
share of outstanding common stock of LG&E was exchanged on a share-for-share
basis for the common stock of LG&E Energy Corp. The reorganization created a
corporate structure that gives the Company the flexibility to take advantage of
opportunities to expand into other businesses while insulating LG&E's utility
customers and senior security holders from any risks associated with such
businesses.
LG&E, the principal subsidiary of the Company, is an operating public utility
engaged in the electric and gas business in Louisville and surrounding territo-
ry in Kentucky, including Jefferson County. The estimated population of this
area is 800,000, exclusive of the Fort Knox Military Reservation, which the
Company serves with both electricity and gas.
Energy Systems directs the Company's expansion effort and manages its non-
utility businesses. These businesses include LG&E Power Systems Inc. and an
approximately one-third interest in Natural Gas Clearinghouse. LG&E Power
Systems Inc., with its subsidiaries, is a fully integrated developer involved
in the design, development, construction, ownership, operation and maintenance
of electric generation facilities that sell energy to local utilities. Natural
Gas Clearinghouse is an independent gas marketing company which provides a full
range of services to commercial, industrial and local distribution customers,
including the aggregation, processing, transportation, storage and marketing of
natural gas.
The Company's executive offices are located at 220 West Main Street, Louis-
ville, Kentucky 40202; telephone: (502) 627-2000.
PURPOSE OF ISSUE
To the extent that shares purchased under the Plan are purchased directly from
the Company, such purchases will provide the Company with funds to be applied
toward general corporate purposes. To the extent shares purchased under the
Plan are purchased in the open market, the Company will not receive any money
from such purchases or otherwise from the Plan.
THE PLAN
The Company is offering to its shareholders (Common and all classes of Pre-
ferred) and to all holders of any class of Preferred Stock of LG&E the opportu-
nity to purchase shares of the Company's Common Stock pursuant to the Company's
Automatic Dividend Reinvestment and Stock Purchase Plan (the "Plan"). A
participant in the Plan may also make optional cash payments for the same
purpose. The Plan is described in the following numbered questions and
answers.
1. What is the Plan?
The Plan provides that holders of the Company's Common Stock, of any class of
its Preferred Stock and of any class of Preferred Stock of LG&E may reinvest
their cash dividends automatically in shares of Company Common Stock (the
"Common Stock") and/or may make optional cash payments for the same purpose.
The following questions and answers explain how a shareholder may have cash
dividends reinvested and how the participant may also purchase additional
shares for cash. As explained below, the Company's Shareholder Relations
Department, as Administrator of the Plan, reinvests the cash dividends of each
shareholder who participates in the Plan and also invests the shareholder's
optional cash payments of not less than $25 per payment nor more than $40,000
per calendar year.
The Company currently does not have any outstanding shares of Preferred Stock.
The term "Preferred Stock" as used in the following questions and answers
refers to any outstanding Preferred Stock that may be issued in the future by
the Company and any outstanding Preferred Stock of LG&E.
2. What is the purpose of the Plan and what are its advantages?
The Plan offers a convenient and economical way for holders of Common Stock to
increase their ownership of shares of the Company's Common Stock and for
holders of any class of Preferred Stock to invest in the Company's Common
Stock.
Pricing of shares purchased under the Plan is explained in the answer to
Question 11. Participants in the Plan pay no brokerage commissions or service
charges for purchases made under the Plan. See "Federal Income Tax Consequenc-
es" on Page 10. Full investment of funds is possible under the Plan because
the Plan permits fractions of shares, as well as full shares, to be credited to
a participant's account. Participants are credited with dividends on full and
fractions of shares held under the Plan.
As explained previously, shares purchased pursuant to the Plan directly from
the Company will provide the Company with funds to be applied toward general
corporate purposes.
3. Who administers the Plan?
The Company's Shareholder Relations Department (the "Administrator") adminis-
ters the Plan and makes purchases of shares or, in the case of open market
purchases, directs that purchases be made for the participants. If an eligible
shareholder decides to participate in the Plan, the Administrator will keep a
continuous record of participation and send such shareholder a statement of
account under the Plan following each purchase of stock for the participant's
account. The Administrator will also hold and act as custodian of shares
purchased under the Plan. This will relieve shareholders of the responsibility
for the safekeeping of multiple certificates for shares purchased and protect
against loss, theft or destruction of stock certificates.
In addition, at the time of enrollment in the Plan, or at any later time,
eligible shareholders may use, at no cost to them, the Plan's safekeeping
service to deposit any Common Stock certificates in their possession with the
Administrator. Shares deposited will be transferred into the name of the
Administrator or its nominee and credited to the participant's account under
the Plan. Thereafter, dividends on these shares will be automatically rein-
vested in the same manner as other shares held in a participant's account under
the Plan.
Eligible shareholders who wish to use this safekeeping service must send the
certificates which they want to deposit, along with a properly completed Share
Safekeeping Form, to the Administrator at LG&E Energy Corp., Shareholder
Relations Department, P.O. Box 32030, Louisville, Kentucky 40232. The certifi-
cates should not be endorsed. Share Safekeeping Forms will be furnished to
eligible shareholders at any time upon request to the Administrator. The
Company strongly recommends that certificates be sent by registered or certi-
fied mail, with adequate insurance. However, the method used to submit
certificates to the Administrator is at the option and risk of the participant.
Normally, certificates for shares purchased under the Plan will not be issued
to participants. The number of shares credited to each account under the Plan
will be show on the statement of account. However, if necessary, certificates
for any number of whole shares credited to a participant's account under the
Plan will be issued to the participant upon written request to the Administra-
tor. Any remaining whole and fractional shares will continue to be credited to
the participant's account. Certificates for fractional shares will not be
issued.
4. Who is eligible to participate in the Plan?
Only persons, including brokers, trustees or other nominees, in whose names
certificates for Common Stock or Preferred Stock are registered are eligible to
participate in the Plan.
5. How does an eligible shareholder participate?
Any eligible shareholder may join the Plan at any time by completing an
Authorization Form and returning it to the Administrator at LG&E Energy Corp.
Shareholder Relations Department, P.O. Box 32030, Louisville, Kentucky 40232.
Authorization Forms will be furnished to eligible shareholders at any time upon
request to the Administrator. An optional cash payment may be made when
enrolling by enclosing a check or money order with the Authorization Form.
Subsequent optional cash payments should be accompanied by the stub portion of
the statement of account which is mailed to the participant following each
transaction. All checks or money orders for optional cash payments should be
made payable to LG&E Energy Corp. As indicated in the answer to Question 3,
eligible shareholders also may submit shares for safekeeping at time of
enrollment or at any later time.
6. When may an eligible shareholder join the Plan?
Any eligible shareholder may join the Plan at any time.
If the Authorization Form of a holder of Common or Preferred Stock is received
by the Administrator on or before the record date for payment of a cash
dividend, that dividend will be used by the Administrator to buy shares of
Common Stock for that shareholder's account under the Plan to the extent
requested by the shareholder. If the Authorization Form is not received on or
before the record date, the dividend will be paid in cash and participation in
the Plan will begin the next cash dividend payment. Thus, for example, an
October 15 cash dividend payable to shareholders of record on September 30 will
be used to purchase shares of Common Stock under the Plan only if the Authori-
zation Form is received on or before September 30.
7. What does the Authorization Form provide?
The Authorization Form provides for the purchase of additional Common Stock
through the following investment options offered under the Plan:
Full Dividend Reinvestment - Reinvest dividends on all shares of Common Stock
and/or Preferred Stock held by a participant at the price set forth in the
answer to Question 11. Optional cash payments of not less than $25 per payment
nor more than $40,000 per calendar year may be invested at the price set forth
in the answer to Question 11.
Partial Dividend Reinvestment - Reinvest dividends on less than all of the
shares of Common Stock held by a participant at the price set forth in the
answer to Question 11 and continue to receive cash dividends on the remaining
Common Stock. Optional cash payments of not less than $25 per payment nor more
than $40,000 per calendar year may also be invested at the price set forth in
the answer to Question 11. Preferred Stock dividends are not eligible for
partial reinvestment.
Optional Cash Payments Only - Both Common and Preferred shareholders are
eligible to invest by making optional cash payments at any time to purchase
Common Stock at the price set forth in the answer to Question 11.
Regardless of the investment option chosen by a participant, cash dividends on
shares (including fractional shares) credited to a participant's account under
the Plan (including all shares held in the participant's account under the Plan
pursuant to the safekeeping feature described in the answer to Question 3) will
automatically be reinvested in additional shares of Common Stock. A partici-
pant wishing to change the nature of participation under the Plan may do so by
completing the stub portion of the participant's statement of account and
returning it to the Administrator. See the answers to Questions 18 and 19.
8. What is the source of shares purchased under the Plan?
During the foreseeable future, shares purchased under the Plan will be obtained
directly from the Company from its authorized but unissued shares of Common
Stock. However, the Company has the right in its discretion to cause the
shares purchased under the Plan to be purchased on the open market. To the
extent shares are purchased on the open market, participants will be notified.
9. How will purchases of shares on the open market be made?
Open market purchases of Common Stock under the Plan will be made through one
or more brokerage firms or other appropriate agents selected by the Company
(collectively, the "Purchasing Agent"). Subject to certain limitations, the
Purchasing Agent will have full discretion as to all matters relating to such
purchases, including determining the number of shares, if any, to be purchased
on any day or at any time of that day, the prices paid for such shares, the
manner in which such purchases are made (whether on a stock exchange, in the
over-the-counter market, in negotiated transactions or otherwise), and the
persons from or through whom such purchases are made.
10. When will dividends and optional cash payments be applied to the purchase
of the Shares?
As explained below, funds will be invested commencing on the 15th day of each
month if that date is a New York Stock Exchange trading day, or the first
succeeding date the New York Stock Exchange is open for trading (the "Invest-
ment Date"). On the Investment Date, the Company will make available to (and
in the case of dividends on Preferred Stock of LG&E, LG&E will make available
to) the Administrator or the Purchasing Agent a sum representing dividends on
stock held by the participants to be reinvested as well as the dividends on the
Common Stock held in participants' accounts under the Plan plus optional cash
payments received at least five business days prior to such date and not
invested on a previous Investment Date. If the shares to be purchased under
the Plan are to be obtained from the Company, the Administrator will apply such
funds as of the Investment Date to the purchase of shares from the Company. If
the shares to be purchased under the Plan are to be obtained in the open
market, the Purchasing Agent will begin on or about the Investment Date to
apply such funds to the purchase of shares of Common Stock on the open market
and will complete such purchases no later than the next Investment Date (such
period of time being hereinafter referred to as the "Investment Period").
In the unexpected event that any portion of any dividends or optional cash
payments paid to the Purchasing Agent on an Investment Date is not invested by
the next Investment Date, such portions will be returned to the participants
involved.
No interest will be paid on funds being held by the Company, the Administrator
or the Purchasing Agent for investment. All brokerage commissions for purchas-
es made under the Plan in the open market will be paid by the Company. See
"Federal Income Tax Consequences" on page 10.
11. What is the purchase price of the shares?
A. Common Stock purchased directly from the Company. The price per share of
the shares bought directly from the Company will be 100% of the average of the
high and low sale prices of the Company's Common Stock reported as New York
Stock Exchange-Composite Transactions for the Investment Date when shares are
purchased. In determining the purchase price, any fraction of a cent will be
rounded up. If no trading occurs on the Exchange in the Company's Common Stock
on the Investment Date, the price will be determined with reference to the next
preceding date on which the Common Stock was traded on the Exchange.
B. Common Stock purchased on the open market. The purchase price for shares
purchased on the open market under the Plan during any Investment Period will
be the average price paid by the Purchasing Agent for such shares, determined
by dividing the aggregate purchase price (excluding, for this purpose, broker-
age costs) for all shares so purchased on the open market during the Investment
Period by the aggregate number of shares so purchased. In determining the
purchase price, any fraction of a cent will be rounded up.
C. Common Stock purchased both directly from the Company and on the open
market. The price per share of shares purchased both directly from the Company
and on the open market during any Investment Period will be the weighted
average cost of such shares, as determined in accordance with paragraphs A and
B of this Question 11.
12. Who is eligible to make optional cash payments?
Only shareholders who have submitted a signed Authorization Form are eligible
to make optional cash payments. Cash payments may not be less than $25 per
payment nor more than $40,000 per calendar year. Cash received from a partici-
pant at least five business days prior to an Investment Date will be used to
purchase shares of Common Stock as of that Investment Date. Optional cash
payments which a participant wishes to make must be sent so as to reach the
Administrator at least five business days prior to an Investment Date. The
same amount of cash need not be sent each month and there is no obligation to
make an optional cash payment each month. No interest will be paid by the
Company, the Administrator or the Purchasing Agent on optional cash payments
being held for investment.
13. Can a participant order the purchase of a specific number of shares when
submitting an optional cash payment?
No. Because the price of shares of Common Stock purchased under the Plan
cannot be determined until the shares are purchased (see the answer to Question
11), it is not possible for a participant to determine in advance how much to
invest in order to purchase a specific number of shares.
14. Will cash dividends on shares purchased by a participant with optional
cash payments be sent to the participant?
Generally, no. Since shares purchased with optional cash payments will be held
in the participant's account under the Plan, cash dividends on these shares
will be automatically reinvested in additional Common Stock. Participants who
want to receive cash dividends on shares purchased with optional cash payments
should, by written request to the Administrator, have the shares issued from
the Plan. Furthermore, if the Authorization Form of the participant would
require the Company to continue to reinvest the cash dividends on these shares
after they are issued from the Plan, the participant should include, with the
issue request, instruction indicating that such dividends are not to be
reinvested.
15. How many shares will be purchased for the participant?
Cash dividends on shares of Common Stock registered in a participant's name, or
any class of Preferred Stock or both, as such participant may direct, together
with all cash dividends on shares (including fractional shares) credited to the
participant's account under the Plan (including all shares held in the partici-
pant's account under the Plan pursuant to the safekeeping feature described in
the answer to Question 3), plus any optional cash payments made by such
participant, will be used to purchase shares of Common Stock for the partici-
pant's account. See the answer to Question 23 as to foreign and other share-
holders whose dividends may be subject to withholding. Both whole and frac-
tional shares will be purchased, with the latter computed to three decimal
places. The number of shares, including fractional shares, so purchased will
depend on the amount of the participant's cash dividend authorized to be
reinvested, the amount of the participant's optional cash payments, if any, and
the price of the shares determined as provided in the answer to Question 11.
Shares so purchased, including fractional shares, will be credited to the
participant's account.
16. What reports will be sent to participants?
Each participant will receive from the Administrator a statement of his or her
account following each purchase of stock for the participant's account. These
statements are the participant's continuing record of the cost of purchases and
should be retained for income tax purposes. In addition, each participant will
receive a copy of the current Prospectus for the Plan. Participants will
continue to receive the same communications as every other shareholder of the
Company.
17. May a participant sell shares in his or her Plan account?
Participants may request the Administrator to sell any number of whole shares
held in their Plan accounts by giving written instructions to the Administra-
tor. It is suggested that the sub portion of the participant's statement of
account be used to notify the Administrator in such case. The Administrator
will request the Purchasing Agent to make the sale. Sale requests may be
accumulated by the Purchasing Agent and sale transaction are expected to occur
at least every ten business days. The price of the shares sold will be
determined on the basis of the average of all actual sales by the Purchasing
Agent under the Plan on the sale date. The participant will receive the
proceeds of the sale, less applicable brokerage commissions and transfer taxes,
if any. Proceeds of shares sold through the Plan will be paid to the partici-
pant by check. No check will be mailed prior to the settlement, which typical-
ly occurs five business days after the sale of shares. For shares sold by the
Purchasing Agent after an ex-dividend date but before the related dividend
payment date, dividends on the shares being sold will be invested pursuant to
the Plan. A request to sell all shares held in a participant's account will be
treated and processed as a withdrawal from the Plan (see the answers to
Questions 18 and 19). A sale of shares will result in Federal income tax
consequences to the participant. See "Federal Income Tax Consequences" on page
9.
18. When may a participant withdraw from, or change participation in, the
Plan?
Any participant may withdraw from, or change participation in, the Plan at any
time.
If a participant's request to withdraw is received by the Administrator not
later than the last business day of the month preceding the next Investment
Date, the amount of cash dividend and any optional cash payments which would
otherwise have been invested on such Investment Date and all subsequent
dividends will be paid to the participant unless the participant re-enrolls in
the Plan. Similarly, if a participant's request to change participation is
received not later than the last business day of the month preceding the next
Investment Date, the participant's cash dividends and optional cash payments to
be invested commencing on such Investment Date shall be invested as specified
in the participant's request. Accordingly, a participant wishing to withdraw
or change participation prior to a particular Investment Date should allow
sufficient mailing time for the request to reach the Administrator not later
than the last business day of the preceding month. If a participant's request
is not received by such date, the request will not be honored until after the
Investment Date.
19. How does a participant withdraw from, or change participation in, the
Plan?
To withdraw or change participation, the participant must notify the Adminis-
trator in writing of the participant's withdrawal or change in participation.
It is suggested that the stub portion of the participant's statement of account
be used to notify the Administrator in such cases. In the event a participant
withdraws or in the event of termination of the Plan by the Company, certifi-
cates for whole shares credited to such participant's account under the Plan
will be delivered to the participant and any fractional share will be sold by
the Purchasing Agent and a cash payment will be made for the sales price
thereof, less brokerage commissions and any transfer taxes. Alternatively, a
participant wishing to withdraw form the Plan may request in writing the
Administrator to sell all or a portion of the participant's shares, both whole
and fractional, that are held in the participant's account under the Plan. See
"Federal Income Tax Consequences" on page 10. Subject to the provisions in the
answer to Question 18 as to the processing of withdrawals, such sale shall be
effected by the Purchasing Agent in accordance with the answer to Question 17.
The proceeds from the sale, less any brokerage commissions and any transfer
taxes, along with certificates for any whole shares not being sold will be
remitted to the withdrawing participant.
20. When may a shareholder rejoin the Plan?
Generally, an eligible shareholder may again become a participant at any time.
However, the Company reserves the right to reject any Authorization Form from a
previous participant on grounds of excessive joining and termination. Such
reservation is intended to minimize administrative expenses and to encourage
use of the Plan as a long-term investment service.
21. What happens if the Company issues a stock dividend, declares a stock
split, or has a rights offering?
Any shares distributed by the Company as a stock dividend on shares (including
fractional shares) credited to a participant's account under the Plan, or upon
any split of such shares, will be credited to the participant's account. Stock
dividends or splits distributed on all other shares held by a participant and
registered in the participant's own name will be mailed directly to the
participant. In a rights offering, a participant's entitlement will be based
upon the participant's total holdings, including those credited to the partici-
pant's account under the Plan. Rights applicable to shares credited to a
participant's account under the Plan will be sold and the proceeds will be
credited to the participant's account under the Plan and applied to the
purchase of shares commencing on the next Investment Date. Any participant who
wishes to exercise, transfer or sell the rights applicable to the shares
credited to the participant's account under the Plan must request, prior to the
record date for the issuance of any such rights, that the whole shares credited
to the participant's account be transferred from the participant's account and
registered in the participant's name.
22. What happens when a participant sells or transfers all of the shares
registered in the participant's name?
If a participant disposes of all the shares registered in the participant's
name, exclusive of shares credited to the participant's account under the Plan,
cash dividends on the shares held in the participant's account will continue to
be reinvested under the Plan until the Administrator is otherwise notified in
writing.
23. How are income tax withholding provisions applied to foreign and other
shareholders?
In the case of those foreign and other shareholders who elect to have their
dividends reinvested pursuant to the Plan and whose dividends are subject to
United States income tax withholding or backup withholding, the amount of the
tax to be withheld will be deducted from the amount of dividends to determine
the amount of dividends to be reinvested.
24. How will a participant's shares held under the Plan be voted at meetings
of shareholders?
The shares credited to the account of a participant under the Plan (including
all shares held in the participant's account under the Plan pursuant to the
safekeeping feature described in the answer to Question 3) will be voted in
accordance with instructions of the participant given on a proxy which will be
furnished to the participant or, if such participant desires to vote in person
at the meeting, a proxy for shares credited to the participant's account under
the Plan may be obtained upon written request to the Administrator received at
least 15 days before the meeting. If a properly signed proxy card is returned
without instructions, all of a participant's shares credited to the partici-
pant's account under the Plan will be voted in accordance with the recommenda-
tions of the Company's Board of Directors in the same manner as for non-
participating shareholders who return signed proxies and do not provide
instructions. If the proxy card is not returned, or is returned unsigned, none
of the participant's Plan shares will be voted.
25. What is the responsibility of the Company and the Administrator under the
Plan?
In administering the Plan, neither the Company, the Administrator, the Purchas-
ing Agent nor any agent is liable for any act done in good faith, or for any
omission to act in good faith, including, without limitation, any claim of
liability arising out of failure to terminate a participant's account upon such
participant's death prior to the receipt of notice in writing of such death.
Participants should recognize that neither the Company nor the Administrator
can assure them of a profit or protect them against a loss on shares purchased
by them under the Plan.
26. Who interprets and regulates the Plan?
The Company has the unqualified right to interpret and regulate the Plan.
27. May the Plan be modified or discontinued?
The Company has the unqualified right to suspend, amend or terminate the Plan
at any time. This right enables the Company to make any change to the Plan
that it deems appropriate. Any suspension, amendment or termination of the
Plan will be announced by the Company to all holders of Common Stock and
Preferred Stock.
FEDERAL INCOME TAX CONSEQUENCES
The following is a brief summary of certain provisions of the Federal income
tax laws as in effect on the date of this Prospectus. These provisions of the
Federal income tax laws are subject to change. In those states which have
income tax laws, the tax consequences of participation may differ. Since
individual tax situations may vary, each participant is urged to consult a tax
advisor. The following discussion applies to reinvested dividends and optional
cash payments that are applied on or after January 1, 1986, to purchase Common
Stock pursuant to the Plan. For transactions pursuant to the Plan prior to
January 1, 1986 (including the sale of any Common Stock acquired pursuant to
the Plan prior to January 1, 1986), participants are urged to consult the
Prospectus for the Plan, dated March 28, 1991.
In general, participants in the Plan have the same Federal income tax obliga-
tions with respect to their dividends as do shareholders who are not partici-
pating in the Plan. As a result, participants will be treated for Federal
income tax purposes as having received, on the dividend payment date, a
dividend equal to the full amount of the cash dividend payable on such date
with respect to the participant's shares, even though the amount is not
actually received by the participant in cash, but, instead, is applied pursuant
to the Plan to the purchase of Common Stock. In addition, participants will be
treated as having received additional income equal to the participant's share
of brokerage commissions paid by the Company in connection with the purchase of
shares on the open market. There are no brokerage commissions charged for
shares purchased directly from the Company. Shares acquired with reinvested
dividends will have a tax basis equal to the amount paid for the shares,
increased by any brokerage commissions treated as additional income to the
participant.
The purchase of Common Stock pursuant to the Plan with optional cash payments
will not result in taxable income to the participant except to the extent of
any brokerage commissions paid by the Company. There are no brokerage commis-
sions charged for shares purchased directly from the Company. Shares purchased
with optional cash payments will have a tax basis equal to the amount paid for
the shares, increased by any brokerage commissions treated as taxable income to
the participant.
A participant will not realize any taxable income when certificates for whole
shares credited to the participant's account under the Plan are issued to the
participant. However, participants recognize gain or loss when shares acquired
under the Plan (including fractions of a share) are sold at the request of
participants through the Administrator or are sold by participants themselves
after withdrawal from or termination of the Plan. The amount of such gain or
loss will be the difference between the amount which the participant receives
for such shares or fraction of a share and the tax basis thereof.
GENERAL
On the date of this Prospectus, the Company has authorized for sale pursuant to
the Plan up to 1,475,047 authorized but unissued shares of its Common Stock.
Subtitle 8 of the Kentucky Business Corporation Act provides that the Company
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 limita-
tions and conditions set forth in the statutes. Substantially similar provi-
sions that require such indemnification are contained in the Company's Articles
of Incorporation. The Company's Articles 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.
Insofar as indemnification for liabilities arising under the Securities act of
1933 may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed 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.
LEGAL OPINIONS
Legal opinions in connection with shares issued under the Plan were rendered by
Gardner, Carton & Douglas, Chicago, Illinois, and Susan M. Jenkins, Counsel to
the Company. Matters pertaining to local law were passed upon only by Ms.
Jenkins, and as to these matters, Gardner, Carton & Douglas relied on her
opinion.
EXPERTS
The financial statements and schedules incorporated by reference in this
Prospectus and elsewhere in this Registration Statement, to the extent and for
the periods indicated in their reports, have been audited by Arthur Andersen &
Co., independent public accountants, and are incorporated by reference herein
in reliance upon the authority of said firm as experts in accounting and
auditing in giving said reports. Reference is made to said reports which
include an explanation that describes the uncertainties discussed in the notes
to the financial statements.
LG&E ENERGY CORP.
Neither the delivery of this Prospectus nor any sales hereunder shall under any
circumstances create any implication that there has been no change in the
affairs of the Company since the date hereof. No dealer, broker, salesman or
any other person has been authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering contained in this Prospectus, and information or representa-
tions not herein contained, if given or made, must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an
offering in any state in which such offering may not lawfully be made.
______________
PROSPECTUS
______________
Automatic Dividend Reinvestment and Stock Purchase Plan
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
4.01 - Articles of Incorporation, as amended [filed as Exhibit 4.01 to Post-
Effective Amendment No. 1-A to Registration Statement No. 33-33687 and
as Exhibit 3.02 to the Company's Form 10-K for the year ended December
31, 1990 (file no. 1-10568) and incorporated by reference herein].
4.02 - By-laws [filed as Exhibit 3.03 to the Company's Annual Report on Form
10-K for the year ended December 31, 1991 and incorporated by reference
herein].
4.03 - 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 33-38557 and incorpo-
rated by reference herein].
4.04 - Amendment No. 1 to Rights Agreement, dated June 7, 1995, in the form
executed by LG&E Energy Corp. and Louisville Gas and Electric Company,
as Rights Agent [filed as Exhibit 2 to Amendment No. 2 to Company's
Registration Statement on Form 8-A/A (file no. 1-10568) dated June 20,
1995 and incorporated by reference herein].
5.01 - Opinion of counsel as to legality. *
24.01 - Consent of expert [filed as Exhibit 23 to the Company's Form 10-
K (file no. 1-10568) for the year ended December 31, 1995 and
incorporated by reference herein].
25.01 - Power of attorney. *
* Previously filed.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this Post-
Effective Amendment No. One to its Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Louisville and State of Kentucky, on the 29th day of March 1996.
LG&E ENERGY CORP.
By: /s/ Walter Z. Berger
Walter Z. Berger
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment No. One to the Registration Statement on Form S-3 has
been signed by the following persons in the capacities and on the date indicat-
ed.
Signature Title
Roger W. Hale Principal Executive Officer and Director
Walter Z. Berger Principal Financial and Accounting Officer
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
March 29, 1996 /s/ Charles A. Markel, III
By: Charles A. Markel, III (Attorney-in-
Fact)
