Registration No. 33-60765
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. ONE TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LG&E ENERGY CORP.
(Exact name of registrant as specified in its charter)
Kentucky 61 - 1174555
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
220 West Main Street 40232
P.O. Box 32030 (Zip Code)
Louisville, KY
(Address of principal executive offices)
LG&E ENERGY CORP. DEFERRED STOCK COMPENSATION PLAN
(Full title of the plan)
John R. McCall Peter D. Clarke
Executive Vice President, Gardner, Carton & Douglas
General Counsel and Corporate Secretary 321 North Clark Street
LG&E Energy Corp. Quaker Tower
220 West Main Street Chicago, Illinois 60610
Louisville, Kentucky 40202 (312) 644-3000
(502) 627-2000
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Title of Maximum Proposed
securities Amount offering maximum Amount of
to be to be price aggregate registration
registered registered per share offering price fee
Common Stock, 100,000 * * *
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
100,000 shares to 200,000.
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) Exhibit 99.01 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1994 containing a description of the
Registrant's Common Stock; and
(iii) The Registrant's Registration Statement on Form 8-A as amended by
Amendment No. 2 on Form 8-A/A dated June 20, 1995.
Item 5. Experts.
The financial statements and schedules of the Registrant incorporated by
reference in the Registration Statement, to the extent and for the periods
indicated in their report, have been audited by Arthur Andersen LLP, indepen-
dent 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 8. Exhibits.
4.01 - Copy of LG&E Energy Corp. Deferred Stock Compensation Plan [filed as
Exhibit 10.34 of the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1991 (file no. 1-10568) and incorporated by
reference herein].
4.02 - 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].
4.03 - 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].
4.04 - 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].
4.05 - 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-8 and has duly caused this Post-
Effective Amendment No. One to its Registration Statement on Form S-8 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-8 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)
