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FORM 8-A/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
LG&E Energy Corp.
(Exact Name of registrant as specified in its charter)
Kentucky 61-1174555
(State of Incorporation or (I.R.S. Employer
organization) Identification No.)
220 West Main Street 40202
Louisville, Kentucky (Zip Code)
(Address of principal
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title to each class Name of each exchange on which
to be so registered each class is to be registered
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Rights to Purchase Series A New York Stock Exchange
Preferred Stock Midwest Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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ITEM 1. Description of Registrant's
Securities to be Registered.
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On May 20, 1997, LG&E Energy Corp., a Kentucky corporation (the "Company")
executed Amendment No. 2 (the "Rights Amendment") to the Rights Agreement dated
December 5, 1990 (the Rights Agreement as amended by Amendment No. 1 thereto,
the "Rights Agreement"), between the Company and Louisville Gas and Electric
Company, a Kentucky corporation, as Rights Agent (the "Rights Agent"). The
Rights Amendment provides that the execution, delivery and performance of the
Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 20, 1997,
by and between the Company and KU Energy Corporation, a Kentucky corporation
("KU Energy"), and the Stock Option Agreements, dated as of May 20, 1997, by and
between the Company and KU Energy, will not cause any "Rights" (as defined in
the Rights Agreement) to become exercisable, cause KU Energy or any of its
affiliates to become an "Acquiring Person" (as defined in the Rights Agreement)
or give rise to a Distribution Date or Triggering Event (as each such term is
defined in the Rights Agreement). A summary of the Rights as amended follows.
Summary of Rights
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On December 5, 1990, the Board of Directors of LG&E Energy Corp. (the
"Company") declared a dividend distribution of one Preferred Stock purchase
right for each outstanding share of Common Stock, no par value ("Common Stock"),
of the Company, to shareholders of record on December 19, 1990, and issuable as
of such Record Date. Each Right entitles the holder of record to purchase from
the Company one one-hundredth of a share of Series A Preferred Stock, without
par value, of the Company ("Preferred Stock") at a price of $110 per one one-
hundredth of a share (the "Purchase Price"). The description and terms of the
Rights are set forth in the Rights Agreement.
Initially the Rights will not be exercisable, certificates will not be sent
to shareholders and the rights will automatically trade with the Common Stock.
The Rights will be evidenced by the Common Stock certificates until the
close of business on the earlier to occur of the tenth day following (i) a
public announcement (or, if earlier, the date a majority of the Board of
Directors of the Company becomes aware) that a person or group of affiliated or
associated persons has become an "Acquiring Person", which is defined as a
person (x) who has acquired, or obtained the right to acquire, Beneficial
Ownership of 15% or more of the outstanding Common Stock of the Company (the
"Stock Acquisition Date") or (y) who at any time after December 5, 1990 held 15%
or more of the outstanding Common Stock of the Company, whether or not such
person continues to hold such amount, or (ii) the commencement of, or public
announcement of an intention to
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commence, a tender or exchange offer the consummation of which would result in
the ownership of 15% or more of the outstanding Common Stock (the earlier of the
dates in clause (i) or (ii) being called the "Distribution Date"). Until the
Distribution Date, (i) the Rights will be evidenced by the Common Stock
certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates will contain a notation
incorporating the Rights Agreement by reference and (iii) the surrender for
transfer of any certificates for Common Stock outstanding will also constitute
the transfer of the Rights associated with the Common Stock represented by such
certificate.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Company's Common Stock as of the close of business on
the Distribution Date, and such separate certificates alone will evidence the
Rights from and after the Distribution Date.
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 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 Company's
Common Stock or 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 or (iii) upon the distribution to holders of the Preferred Stock of
evidences of indebtedness or assets (excluding dividends payable in Preferred
Stock) or of subscription rights or warrants (other than those referred to
above).
In the event 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 the Company and its shareholders) or any Exempt Person who is the Beneficial
Owner of 15% or more of the outstanding Common Stock fails to continue to
qualify as an Exempt Person, then each holder of record of a Right, other than
the Acquiring Person, will thereafter have the right to receive, upon payment of
the Purchase Price, Common Stock (or, in certain circumstance, cash, property or
other securities of the Company) having a market value at the time of the
transaction equal to twice the Purchase Price. However, Rights are not
exercisable following such event until such time as the Rights are no longer
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redeemable by the Company as set forth below. Any Rights that are or were at
any time, on or after the Distribution Date, beneficially owned by an Acquiring
Person shall become null and void.
After the Rights have become exercisable, if the Company is acquired in a
merger or other business combination (in which any shares of the Company's
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) are sold or transferred in one or a series of related
transactions, the Rights Agreement provides that proper provision shall be made
so that each holder of record of a Right will have the right to receive, upon
payment of the Purchase Price, that number of shares of common stock of the
acquiring company having a market value at the time of such transaction equal to
two times the Purchase Price.
After any such event, to the extent that insufficient shares of Common
Stock are available for the exercise in full of the Rights, holders of Rights
will receive upon exercise shares of Common Stock to the extent available and
then other securities of the Company, including units of shares of Preferred
Stock with rights substantially comparable to those of the Common Stock,
property, or cash, in proportions determined by the Company, so that the
aggregate value received is equal to twice the Purchase Price. The Company,
however, shall not be required to issue any cash, property or debt securities
upon exercise of the Rights to the extent their aggregate value would exceed the
amount of cash the Company would otherwise be entitled to receive upon exercise
in full of the then exercisable Rights.
No fractional shares of Preferred Stock or Common Stock will be required to
be issued upon exercise of the Rights and, in lieu thereof, a payment in cash
may be made to the holder of such Rights equal to the same fraction of the
current market value of a share of Preferred Stock or, if applicable, Common
Stock.
At any time until ten days after the Stock Acquisition Date (subject to
extension by the Board of Directors), the Company may redeem the Rights in
whole, but not in part, at a price of $0.01 per Right (the "Redemption Prices").
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.
The Board of Directors may, at its option, at any time after any Person
becomes an Acquiring Person, exchange all or part of the outstanding Rights
(other than Rights held by the Acquiring
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Person and certain related parties) for shares of Common Stock at an exchange
ratio of one share of Common Stock per Right (subject to certain anti-dilution
adjustments). However, the Board may not effect such an exchange at any time
any Person or group owns 50% or more of the shares of Common Stock then
outstanding. Immediately after the Board orders such an exchange, the right to
exercise the Rights shall terminate and the holders of Rights shall thereafter
only be entitled to receive shares of Common Stock at the applicable exchange
ratio.
The Board of Directors of the Company may amend the Rights Agreement.
After the Distribution Date, however, the provisions of the Rights Agreement may
be amended by the Board only to cure any ambiguity, to make changes which do not
adversely affect the interests of holders of Rights (excluding the interests of
any Acquiring Person or an affiliate or associate of an Acquiring Person), or to
shorten or lengthen 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
final expiration date, the Purchase Price or the number of one one-hundredths of
a share of Preferred Stock for which a Right is exercisable, unless at the time
of such supplement or amendment there has been no occurrence of a Stock
Acquisition Date and such supplement or amendment does not adversely affect the
interests of the holders of Rights (other than an Acquiring Person or an
associate or affiliate of an Acquiring Person).
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.
The issuance of the Rights is not taxable to the Company or to shareholders
under presently existing federal income tax law, and will not change the way in
which shareholders can presently trade the Company's shares of Common Stock. If
the Rights should become exercisable, shareholders, depending on then existing
circumstances, may recognize taxable income.
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. 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 herein by reference. All capitalized
terms not defined herein shall have the meanings ascribed to them in the Rights
Agreement.
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Item 2. Exhibits.
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1. Amendment No. 2 to the Rights Agreement, dated as of May 20, 1997,
between the Company and Louisville Gas and Electric Company, as
Rights Agent.
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SIGNATURES
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Pursuant to the requirements of Section 12 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)
By: /s/ Victor A. Staffieri
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Name: Victor A. Staffieri
Title: Chief Financial Officer
Dated: May 20, 1997
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Index to Exhibits
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Exhibit Description Page
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1. Amendment No. 2 to the Rights Agreement,
dated as of May 20, 1997, between the
Company and Louisville Gas and Electric
Company, as Rights Agent.
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EXHIBIT 99.1
SECOND AMENDMENT TO LG&E ENERGY CORP. RIGHTS AGREEMENT
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SECOND AMENDMENT, dated as of May 20, 1997 (the "Amendment"), to the
Rights Agreement, dated as of December 5, 1990, as heretofore amended by the
First Amendment thereto dated as of June 7, 1995 (as so amended, the "Rights
Agreement"), between LG&E Energy Corp., a Kentucky corporation (the "Company"),
and Louisville Gas and Electric Company, a Kentucky corporation, as Rights Agent
(the "Rights Agent").
WITNESSETH
WHEREAS, on December 5, 1990, the Board of Directors of the Company
declared a dividend distribution of one Right for each share of Common Stock
outstanding at the close of business on the Record Date, each Right representing
the right to purchase one one-hundredth of a share of Preferred Stock upon the
terms and conditions set forth in the Rights Agreement; and
WHEREAS, the Rights remain issued and outstanding and the Rights
Agreement remains in effect with respect thereto; and
WHEREAS, no Distribution Date has occurred; and
WHEREAS, the Company and KU Energy Corporation, a Kentucky corporation
("KU Energy"), propose to enter into an Agreement and Plan of Merger (the
"Merger Agreement"), pursuant to which KU Energy would merge with and into the
Company; and
WHEREAS, in connection with the Merger Agreement, KU Energy and the
Company may enter into a Stock Option Agreement referred to therein pursuant to
which the Company would grant to KU Energy an option to acquire up to 19.9% of
the outstanding shares of Common Stock under certain circumstances; and
WHEREAS, in connection with the Merger Agreement, KU Energy and the
Company may enter into a Stock Option Agreement referred to therein pursuant to
which KU Energy would grant to the Company an option to acquire up to 19.9% of
the outstanding shares of KU Energy common stock under certain circumstances;
and
WHEREAS, in connection with the anticipated approval, execution, and
delivery of the Merger Agreement,
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the Board of Directors of the Company has approved, in accordance with Section
26 of the Rights Agreement, this Amendment and has directed the appropriate
officers of the Company to take all appropriate steps to execute and deliver
this Amendment.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein set forth, the parties hereby agree as follows:
(1) Amendment to Subsection 1(a).
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Subsection 1(a) of the Rights Agreement is hereby amended to read in
its entirety 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 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, provided, however, that
the term "Acquiring Person" shall not include (i) an Exempt Person or
(ii) KU Energy or any Affiliate or Associate of KU Energy, as a result
of their acquisition of Beneficial Ownership of shares of Common Stock
by reason of the approval, execution, or delivery of the Company Stock
Option Agreement or the KU Energy Merger Agreement, or by reason of
the consummation of any transaction contemplated by the KU Energy
Stock Option Agreement, the Company Stock Option Agreement or the KU
Energy Merger Agreement, so long as KU Energy and any Affiliate or
Associate of KU Energy is not the Beneficial Owner of any shares of
Common Stock other than (w) shares of Common Stock of which KU Energy
or any Affiliate or Associate of KU Energy is or becomes the
Beneficial Owner by reason of the approval, execution, or delivery of
the KU Energy Stock Option Agreement, the Company Stock Option
Agreement or the KU Energy Merger Agreement, or by reason of the
consummation of any transaction contemplated by the KU Energy Stock
Option Agreement, the Company Stock Option Agreement or the KU Energy
Merger Agreement, (x) shares of Common Stock Beneficially Owned by KU
Energy or
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any Affiliate or Associate of KU Energy on the date hereof, (y)
shares of Common Stock of which KU Energy inadvertently becomes
the Beneficial Owner after the date hereof, provided that the
number of such shares of Common Stock does not exceed 1/2 of 1%
of the shares of Common Stock outstanding on the date hereof and
that KU Energy divests such shares of Common Stock as soon as
practicable after it becomes aware of such acquisition of
Beneficial Ownership, and (z) shares of Common Stock of which any
Affiliate or Associate of KU Energy becomes the Beneficial Owner
after the date hereof, provided that the number of such shares of
Common Stock does not exceed 1/2 of 1% of the shares of Common
Stock outstanding on the date hereof.
Notwithstanding the foregoing, 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
Beneficial 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."
(2) Addition of Subsection 1(mm).
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A new Subsection 1(mm) of the Rights Agreement is inserted, to
read as follows:
"(mm) "KU Energy" shall mean KU Energy Corporation, a
Kentucky corporation, and its successors."
(3) Addition of Subsection 1(nn).
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A new Subsection 1(nn) of the Rights Agreement is inserted, to
read as follows:
"(nn) "KU Energy Merger Agreement" shall mean the Agreement
and Plan of Merger, dated as of May 20, 1997, by and between the
Company and KU Energy, as the same may be amended from time to
time."
(4) Addition of Subsection 1(oo).
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A new Subsection 1(oo) of the Rights Agreement is inserted, to read as
follows:
"(oo) "KU Energy Stock Option Agreement" shall mean the Stock
Option Agreement, dated as of May 20, 1997, by and between KU Energy,
as issuer, and the Company, as grantee, as the same may be amended
from time to time."
(5) Addition of Subsection 1(pp).
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A new Subsection 1(pp) of the Rights Agreement is inserted, to
read as follows:
"(pp) "Company Stock Option Agreement" shall mean the Stock
Option Agreement, dated as of May 20, 1997, by and between the
Company, as issuer, and KU Energy, as grantee, as the same may be
amended from time to time."
(6) Amendment to Subsection 3(d). Subsection 3(d) of the Rights
Agreement is hereby amended by inserting the words "and the Second Amendment
dated as of May 20, 1997" after the words "December 5, 1990 as amended by the
First Amendment dated as of June 7, 1995" appearing in the legend contained
therein.
(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 "and
the Second Amendment dated as of May 20, 1997" after the words "December 5, 1990
as amended by the First Amendment dated as of June 7, 1995" in the first
paragraph thereof.
(8) Effectiveness. This Amendment shall be deemed to be in force and
effective immediately prior to the execution and delivery of the Merger
Agreement. Except as amended hereby, the Rights Agreement shall remain in full
force and effect and shall be otherwise unaffected hereby.
(9) Defined Terms. Unless otherwise defined herein, all defined terms
used herein shall have the same meanings given to them in the Rights Agreement.
(10) Governing Law. This Amendment shall be deemed to be a contract
made under the laws of the Commonwealth of Kentucky and for all purposes shall
be governed by and construed in accordance with the laws of such Commonwealth
applicable to contracts to be made and performed entirely within such
Commonwealth.
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(11) Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall for all purposes be deemed an original and all
of which shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the day and year first above written.
LG&E ENERGY CORP.
By: /s/ Victor A. Staffieri
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Name: Victor A. Staffieri
Title: Chief Financial Officer
LOUISVILLE GAS and ELECTRIC
Company, as Rights Agent
By: /s/ John McCall
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Name: John McCall
Title: Executive Vice President,
General Counsel and
Corporate Secretary
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