SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities exchange Act of 1934
Date of Report: April 2, 1998
LG&E ENERGY CORP.
(Exact name of registrant as specified in its charter)
Kentucky 1-10568 61 - 1174555
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
220 West Main Street
P.O. Box 32030
Louisville, KY 40232
(Address of principal executive offices)
(502) 627-2000
(Registrant's telephone number)
Item 5. Other Events.
On April 2, 1998, LG&E Energy Corp. and KU Energy Corporation announced
that they will close their merger transaction effective May 4, 1998,
subject to Securities and Exchange Commission (SEC) final approval and the
satisfaction and confirmation of certain closing conditions set forth in
their merger agreement.
Item 7(c). Exhibits Filed.
Exhibit
Number Description
99.01 News Release dated April 2, 1998.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
LG&E ENERGY CORP.
Registrant
Date: April 8, 1998 /s/ John R. McCall
John R. McCall
Executive Vice President, General
Counsel and Corporate Secretary
Exhibit 99.01
LG&E Energy and KU Energy To Close Merger May 4
LOUISVILLE, Ky. and LEXINGTON, Ky. - LG&E Energy Corp. (NYSE:LGE) and KU
Energy Corporation (NYSE:KU) announced today that they will close their
merger transaction effective May 4, 1998, subject to Securities and
Exchange Commission (SEC) final approval and the satisfaction and
confirmation of certain closing conditions set forth in their merger
agreement.
"We are completing this merger in record time, less than a year from the
day we announced it," said Roger W. Hale, LG&E Energy chairman and chief
executive officer. "Our employees have worked extremely hard during that
time to make this merger a reality. From day one, we recognized that both
companies have complementary skills and expertise. Now, as we combine
those assets to form a new company, I see enormous growth opportunities on
the horizon for LG&E Energy."
"Throughout this process, we have been aggressive and thorough in our
regulatory proceedings. We put together very comprehensive regulatory
applications that detail how we plan to merge the two companies and the
impact this combination will have on all of our stakeholders," said Michael
R. Whitley, KU Energy chairman and chief executive officer. "Now that we
have set a closing date, we can get on with the business of putting those
plans into action and delivering the benefits of the merger to our
customers, shareholders, employees and the Commonwealth of Kentucky."
When completed, the merger will result in a new holding company known as
LG&E Energy Corp., which will be one of the largest low-cost energy
services holding companies in the nation. The new company will have more
than $4.7 billion in assets and will serve more than 1.1 million customers
domestically and internationally. Its two utility companies, Louisville
Gas and Electric Company and Kentucky Utilities Company, will be wholly
owned subsidiaries and will be headquartered in Louisville, Ky. and
Lexington, Ky., respectively. The utilities' customers will receive a
surcredit of approximately 2 percent on the electric portion of their bills
for the next five years, as a result of the merger savings.
LG&E Energy and KU Energy entered a merger agreement on May 20, 1997, and
received unanimous approval from the Kentucky Public Service Commission on
Sept. 12, 1997. Shareholders of both companies voted overwhelmingly in
favor of the merger on Oct. 14, 1997. The Virginia State Corporation
Commission approved the merger on Jan. 20, 1998. The Federal Energy
Regulatory Commission approved the merger on March 27, 1998. The Federal
Trade Commission review period (under the Hart-Scott-Rodino Antitrust
Improvement Act) expired March 27. Securities and Exchange Commission
approval is anticipated prior to the May 4 closing date.
LG&E Energy Corp., a Fortune 500 company headquartered in Louisville, Ky.,
is a diversified energy services and marketing company with businesses in
energy marketing and trading; power generation and project development; and
retail gas and electric utility services. LG&E Energy has increased its
dividends paid to shareholders for 43 consecutive years. The company owns
and operates Louisville Gas and Electric Company, a regulated electric and
gas utility serving Louisville, Ky. and 16 surrounding counties, and owns
interests in two natural gas distribution companies in Argentina. The
company owns equity in and operates power plants in seven states as well as
in Spain. The company is one of the largest utility-affiliated energy
marketers in the U.S.
KU Energy, headquartered in Lexington, Ky., is a holding company committed
to building shareholder value, having increased its dividends to
shareholders for 17 consecutive years. KU Energy is the parent company of
Kentucky Utilities Company (KU). KU was among the first electric utility
companies in the country to advocate nationwide customer choice and
competition in the energy arena. KU is recognized as an international
model for efficient, low-cost energy production, solid financial management
and superior customer service. The company provides service to more than
470,000 customers in 77 Kentucky counties and five counties in Virginia.
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