Registration No. 33-_________
As filed with the Securities and Exchange Commission on June 7, 1996
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. EMPLOYEE COMMON STOCK PURCHASE 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, 1,000,000 $21.125 (1) $21,125,000 $7,284.53
without par value shares
per share
(1) Estimated solely for purposes of calculating the amount of the registra-
tion fee pursuant to Rule 457(c), 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 3, 1996.
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, 1995;
(ii) the Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996;
(iii) Exhibit 99.01 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996; and
(iv) the Registrant's Current Report on Form 8-K dated March 7, 1996.
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 indicates that all securities
offered have been sold or which deregisters all such securities 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, 1995, 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.
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 3.01 to the Registrant's Form 10-Q
for the quarter ended March 31, 1996 (file no. 1-10568)), which provisions are
incorporated hereby by this reference. The Registrant's Articles of Incorpora-
tion also contain provisions limiting the liability of its directors in certain
instances. The Registrant 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
Number Description
4.01 Copy of LG&E Energy Corp. Employee Common Stock Purchase Plan.
4.02 Copy of Articles of Incorporation, as amended, [Filed as Exhibit
3.01 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996 (file no. 1-10568) and incorporated
by reference herein.]
4.03 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.]
4.04 Copy of 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.]
4.05 Copy of 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 Amend-
ment 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 of 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 Securi-
ties 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 information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represented no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table
in the effective registration statement;
(iii) To include any material information with respect to the plan of distri-
bution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs 1(i) and 1(ii) do not apply if the informa-
tion required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to the Commission by
the Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated 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 termination 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 7,
1996.
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 7, 1996, by the following persons in the
capacities indicated.
Signature Title
Roger W. Hale Chairman of the Board, President and Chief
Executive Officer
Walter Z. Berger Executive Vice President and Chief Finan-
cial Officer (Principal Financial and Ac-
counting 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
David B. Lewis Director
June 7, 1996 /s/ Walter Z. Berger
By: Walter Z. Berger (Attorney-in-Fact)
EXHIBIT INDEX
Exhibit Method of
Number Description Filing
4.01 Copy of LG&E Energy Corp. Employee Common Stock DT
Purchase Plan.
4.02 Copy of Articles of Incorporation, as amended
[Filed as an Exhibit 3.01 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31,
1996 (file no. 1-10568) and incorporated by
reference herein.]
4.03 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.]
4.04 Copy of 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.]
4.05 Copy of 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 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. DT
23.01 Consent of Arthur Andersen LLP. DT
23.02 Consent of John R. McCall. DT
24.01 Power of attorney. DT
Exhibit 5.01
June 7, 1996
LG&E Energy Corp.
220 West Main Street
Louisville, KY 40202
Re: 1,000,000 shares of Common Stock, without par value, of
LG&E Energy Corp. issued pursuant to
LG&E Energy Corp. Employee Common Stock Purchase Plan
Gentlemen:
I am the Executive Vice President, General Counsel and Corporate Secretary of
LG&E Energy Corp., a Kentucky corporation (the "Company"), and have participat-
ed in the proceedings taken by it in connection with the proposed issuance of
the Common Stock referred to above pursuant to the Company's Employee Common
Stock Purchase 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 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, 1996
(except with respect to the matters discussed in paragraph 11 of Note 16, as to
which the date is March 22, 1996) included in LG&E Energy Corp.'s Form 10-K for
the year ended December 31, 1995, and to all references to our Firm included in
this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Louisville, Kentucky
June 7, 1996
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 7, 1996
Exhibit 24.01
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, as of the 5th day of June, 1996, the under-
signed each constitutes and appoints Roger W. Hale and Walter Z. Berger, 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. Employee Common Stock Purchase Plan and all
amendments or appendices thereto (including post-effective amendments), in an
amount not to exceed 1,000,000 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/ William C. Ballard, Jr.
ANNE H. McNAMARA WILLIAM C. BALLARD, JR.
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
Exhibit 4.01
RESTATED LG&E ENERGY CORP.
EMPLOYEE COMMON STOCK PURCHASE PLAN
June 1, 1996
1. The Plan
Under the Plan, eligible employees may save regularly by payroll deductions and
twice each year use these savings to purchase shares of the Common Stock of
LG&E Energy Corp. (the "Company" or "LG&E Energy") offered to them at a price
below the current market. This will provide every such employee with an
opportunity to become a stockholder or to increase his holdings. Stock may not
be bought under the Plan for cash but only through payroll deductions.
The Plan provides for the issuance after May 15, 1996, of 1,061,548 shares of
the Company's authorized but unissued Common Stock. The Plan became effective
on September 16, 1967, and will continue in effect through September 15, 2001,
unless sooner terminated by the Board of Directors of the Company in accordance
with the terms hereof.
The Treasurer, or any other officer of the Company duly designated by the
President of the Company, will administer the Plan and make any interpretations
and rulings that are necessary in connection with the Plan and its operation.
Such interpretations and rulings shall be final. The cost of administering and
carrying out the Plan will be borne by the Company.
2. Eligibility of Employees
All full-time regular employees, including officers, of any Participating
Corporation (as hereinafter defined), who will have been employees for at least
one year on the next Purchase Date, as defined in Item 4, are eligible to
participate in the Plan. For purposes of the Plan full-time regular employees
are defined as employees whose customary employment is in excess of 20 hours
per week or five months in the calendar year. Directors are excluded unless
they are employees. The term "Participating Corporation" shall mean LG&E Energy
Corp., LG&E and any corporation or business organization whose employees are
authorized by the Company's Board of Directors to participate in the Plan. For
purposes of determining the length of employment for eligibility under this
Section 2, employment with Ohio Valley Transmission Corporation, which was
merged into the Company on August 17, 1990, is deemed to be employment with the
Company and employment with any Participating Corporation shall be deemed to be
the equivalent of employment with any other Participating Corporation and
employment with any Participating Corporation may be combined with any employ-
ment with any other Participating Corporation as if employment had been with
any one Participating Corporation. For simplicity, the term "employee" is
hereafter used to mean an eligible employee, except where the context clearly
indicates otherwise.
3. Payroll Deduction Periods
The six-month periods, September 16 through March 15, and March 16 through
September 15, are the Payroll Deduction Periods during which payroll deductions
will be made and accumulated under the Plan. Each Payroll Deduction Period
includes each and every pay day falling within it.
4. Purchase Date and Price Per Share
In each Payroll Deduction Period, the Purchase Date shall be the last day
thereof on which the Main Office of the Company is open for regular business.
The Price Per Share for each Payroll Deduction Period shall be 90% of the fair
market value of the Common Stock of the Company on the first day of the Payroll
Deduction Period or on the Purchase Date, whichever is less, but in no event
less than 85% of the fair market value on the Purchase Date. The fair market
value of the stock on any day shall be deemed to be equal to the closing price
thereof on the New York Stock Exchange on such day, or if no sale was reported
for such day, on the last preceding day for which a sale was reported. If this
method of determining the Price Per Share results in a price which includes a
fraction of a cent, the Price Per Share shall be fixed at the next full cent.
5. Purchase of Stock
Stock may be purchased for each Payroll Deduction Period only on the Purchase
Date and at the Price Per Share defined in Item 4. On each Purchase Date an
employee may purchase the number of shares that his accumulated payroll
deductions will pay for at the end of the Payroll Deduction Period. Only full
shares of stock may be purchased and no fractional shares will be issued. The
Company will report to the employee the number of shares purchased, the cost of
such shares and any remaining balance in the employee's account under the Plan
after each purchase, and will carry forward such balance to the next Payroll
Deduction Period.
If an employee chooses not to purchase stock in any Payroll Deduction Period,
his Withdrawal Notice must be received by the Paymaster not later than the
Purchase Date (Item 4).
6. Authorizing Payroll Deductions
An employee may authorize regular payroll deductions in any even dollar amount,
up to but not more than 10% of his base pay in his payroll period. Such
Authorization shall not be less than $3.00 for each payroll period.
For an employee paid on a salary basis or on an hourly basis, base pay means an
employee's normal earnings from the Company during each payroll period,
exclusive of overtime pay, premium pay, or any other form of extra compensa-
tion.
The Company will accumulate and credit the employee's account with the payroll
deductions made. Although no interest will be paid on such money, the first
dividend on stock purchased in March would ordinarily be paid the following
April 15 and, on stock purchased in September, the following October 15.
7. Changing Payroll Deductions
Payroll deductions may be increased or decreased by an employee in even dollar
amounts (within the 10% limitation mentioned under Item 6) at any time during a
Payroll Deduction Period, upon signing and forwarding a new Authorization which
must be received by the Paymaster at least fifteen days before the pay day on
which the change in his payroll deduction is to start.
When an employee's regular base pay changes and he wishes to change the amount
of his regular payroll deductions or when his deductions exceed the 10% amount
allowable, he must forward to the Paymaster a new Authorization, as set forth
above.
8. Entering the Plan
An eligible employee, as defined in Item 2, may enter the Plan at any time,
except after withdrawing from the Plan as set forth in Item 9. The eligible
employee must fill out, sign and forward an Authorization to the Paymaster:
(a) Stating the amount of the regular payroll deduction desired;
(b) Authorizing the purchase of stock on the Purchase Date;
(c) Specifying the exact name or names (which must include the employee's
name and may include the name of some other person as joint tenant) in
which stock purchased by him is to be issued; and
(d) Agreeing to notify the Company if he disposes of any stock acquired
under the Plan within two years after the Purchase Date pertaining to
the purchase of such stock.
An employee's Authorization must be received by the Paymaster at least fifteen
days before the pay day on which his deductions are to start.
An employee's deductions and purchase under the Authorization he has on file
will continue as long as the Plan remains in effect, unless he files a new
Authorization to increase or decrease his regular payroll deductions or
withdraws from the Plan.
9. Withdrawing from the Plan
As to each Payroll Deduction Period, an employee may withdraw from the Plan any
time he wishes during the period by forwarding a Withdrawal Notice to the
Paymaster. Such withdrawal will be effective when received by the Paymaster.
Within twenty days after receipt thereof the Company will refund the entire
balance of his deductions not used for the purchase of stock. If the employee
decides to re-enter the Plan at some later date, he must file a new Authoriza-
tion, but he cannot participate again before the beginning (September 16 or
March 16) of the next Payroll Deduction Period following his withdrawal.
10. Transfer of Employee's Rights
An employee's right to purchase the Company's Common Stock under the Plan
cannot be sold or transferred and can be exercised only by the employee acting
in his own behalf.
11. Termination of Employee's Rights
An employee's rights under the Plan will terminate immediately upon his ceasing
to be a full-time regular employee of the Company for any reason whatsoever.
Within twenty days after receipt of the termination notice by the Paymaster,
the Company will refund the entire balance, if any, of the employee's deduc-
tions and will deliver any stock to which the employee is then entitled.
An employee's rights under the Plan will likewise terminate immediately if his
payroll deductions are interrupted by any legal process. In this event the
amount of the cash to be refunded and the stock to be delivered will be the
amount to which he is legally entitled.
A Withdrawal Notice will be considered as having been received from the
employee on (1) the day his employment ceases, or (2) the day his payroll
deductions are interrupted by any legal process.
The Plan shall not be construed as obligating the Company to continue employ-
ment in any case.
12. Issuance of Stock
Certificates for stock purchased in each Payroll Deduction Period will be
issued and delivered as soon as practicable after the Purchase Date.
Stock purchased under the Plan will be issued in the name or names specified in
the employee's Authorization in effect on the Purchase Date.
If at any time shares of authorized stock remain available for purchase but not
in sufficient number to satisfy all then unfilled purchase requirements, the
available shares will be allotted pro rata based upon the ratio that the total
number of shares of authorized stock remaining bears to the number of shares
represented by purchase requirements.
The Company will not, under any circumstances, buy back from an employee any
stock which he has purchased under the Plan. If an employee wishes to dispose
of his stock he may sell it privately or on the open market through stockbro-
kers or banks at current market prices less commission and other charges.
13. Limitations Under Plan
No stock may be purchased by an employee for any Payroll Deduction Period if,
without regard to this paragraph, (i) at any time on the Purchase Date for such
period he owns, or would be treated as owning, stock possessing as much as the
percentage of the total combined voting power or value of all classes of stock
of the Company or of any parent or subsidiary corporation then prescribed by
section 423(b)(3) of the Internal Revenue Code, or any successor provisions, or
(ii) the Payroll Deduction Period ends in a calendar year in which his rights
to purchase stock under all plans of the Company and its subsidiaries accrue at
a rate which exceeds the amount prescribed by section 423(b)(8) of the Code (or
any successor provision).
14. Amendment and Termination of Plan
The Plan may be amended by the Board of Directors of the Company at any time
and from time to time, including the extension of the Plan for periods not to
exceed ten years from the then current termination date; provided, however, the
Price per Share shall not be less than 90% of the fair market value per share
as defined in Item 4. Twenty days notice prior to the effective date of any
amendment must be given to all employees then under the Plan. It may be
terminated at any time by the Board of Directors of the Company, and upon
termination, all payroll deductions not used to purchase stock for employees
will be refunded. If the Plan is terminated, stockholders will be so advised in
the next communication sent to all stockholders.
Any increase in the aggregate number of shares which may be issued under the
Plan (other than in the event of a recapitalization adjustment as set forth in
Item 15) will be treated as the adoption of a new plan requiring the approval
of stockholders within twelve months of such adoption. Similarly, a change in
the designation of corporations whose employees may participate in the Plan,
other than those of any subsidiary which is wholly-owned, directly or indirect-
ly, will be treated as the adoption of a new plan requiring stockholder
approval.
15. Recapitalization Adjustment
In the event of a subdivision or combination of the shares of stock of the
Company effected without receipt or payment of consideration by or to the
Company, which results in an increase or decrease in the number of issued
shares of stock of the Company, the number of shares of stock then authorized
for offering and issuance under the Plan will be proportionately increased or
decreased.
This Plan has been restated in accordance with amendments to the Amended and
Restated Louisville Gas and Electric Company Employee Common Stock Purchase
Plan, dated March 1, 1987, which have been previously approved by the Board of
Directors of the Company.
Dated this 15th day of May, 1996.
LG&E ENERGY CORP.
/s/ Charles A. Markel, III
Charles A. Markel, III
Vice President - Finance and Treasurer and
Plan Administrator
Participating Corporations
LG&E Energy Corp.
Louisville Gas and Electric Company
LG&E Power Inc. and its direct and indirect
wholly owned subsidiaries
LG&E Natural Inc.
Enertech Inc.
LG&E Home Services Inc.
