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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
In the Matter of )
LG&E Energy Corp. ) CERTIFICATE
)
File No. 70-09159) ) OF
)
(Public Utility Holding ) NOTIFICATION
Company Act of 1935) )
This Certificate of Notification is filed by LG&E Energy Corp. ("LG&E
Energy"), a Kentucky Corporation, in connection with the transaction proposed in
LG&E Energy's Application-Declaration on Form U-1, as amended (the
"Application"), and authorized by the order of the Securities and Exchange
Commission issued on April 30, 1998 (Release No. 35-26866) (the "Order").
Capitalized terms used herein but not otherwise defined shall have the meaning
ascribed to them in the Application. Pursuant to Rule 24 of the Act, LG&E
Energy hereby certifies that:
1. LG&E has acquired, as a result of the Transaction, all of the issued
and outstanding stock of Kentucky Utilities as well as, indirectly, 20% of the
issued and outstanding stock of EEI and 2.5% of OVEC (which in turn owns all of
the common stock of IKEC).
2. LG&E Energy has issued additional shares of LG&E Energy Common Stock
pursuant to the Merger Agreement and in connection with the Transaction as
described in the Application, and each issued and outstanding share of KU Energy
Common Stock (except KU Energy Dissenting Shares), together with associated
stock purchase rights, has been canceled and converted into 1.67 shares of LG&E
Energy Common Stock, together with associated stock purchase rights.
Opinions of Counsel
-------------------
Filed herewith are copies of the final opinions of counsel indexed as
Exhibit F-3 to the Application.
The Transaction
---------------
The Transaction was consummated according to the following steps:
1. On May 1, 1998, articles of merger with an effective date of May
4, 1998, were duly filed with the Secretary of State of the Commonwealth of
Kentucky, thereby completing the merger described above.
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2. Shares of LG&E Energy Common Stock issued in connection with the
Transaction are validly issued, fully paid and nonassessable, with the
holders thereof entitled to the rights and privileges appertaining thereto
as described in the Amended and Restated Articles of Incorporation of LG&E
Energy. Each share of KU Energy (except KU Energy Dissenting Shares) has
been canceled and converted into 1.67 shares of LG&E Energy Common Stock.
3. LG&E Energy has legally acquired the shares of Kentucky Utilities.
4. The Transaction was carried out in accordance with the terms and
conditions of, and for the purposes stated in, the Application, and in
accordance with the terms and conditions of the Order.
Signature
---------
Pursuant to the requirements of the Public Utilities Holding Company Act of
1935, as amended, the undersigned company has duly caused this document to be
signed on its behalf by the undersigned thereunto duly authorized.
LG&E Energy Corp.
By: /s/ John R. McCall
-------------------------------
Executive Vice President,
General Counsel and Secretary
Dated: May 4, 1998
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Index of Exhibits
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<CAPTION>
Method Exhibit
of Filing Number Description
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<S> <C> <C>
Electronic F-3 Past Tense Opinions of Counsel
</TABLE>
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EXHIBIT F-3
LG&E ENERGY CORP.
220 West Main Street
P.O. Box 32030
Louisville, Kentucky 40232
502-627-2000
May 4, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: LG&E Energy Corp.
Form U-1 Application-Declaration
(File No. 70-9159)
Ladies and Gentlemen:
I refer to the Form U-1 Application-Declaration, as amended (the
"Application"), under the Public Utility Holding Company Act of 1935, as amended
(the "Act"), filed with the Securities and Exchange Commission by LG&E Energy
Corp. ("LG&E Energy"), a Kentucky corporation, with respect to the merger of KU
Energy Corporation ("KU Energy") with and into LG&E Energy (the "Transaction").
Capitalized terms used in this letter but otherwise not defined herein shall
have the meanings ascribed to such terms in the Application.
The Application seeks authorization and approval of the Transaction and
pursuant thereto the acquisition of all the issued and outstanding common stock
of Kentucky Utilities and, indirectly, 20% of the issued and outstanding stock
of EEI and 2.5% of OVEC.
I have acted as counsel for LG&E Energy in connection with the Application
and, as such counsel, I am familiar with the corporate proceedings taken by LG&E
Energy in connection with the Transaction as described in the Application.
I have examined originals, or copies certified to my satisfaction, of such
corporate records of LG&E Energy, KU Energy and Kentucky Utilities, certificates
of public officials, certificates of officers and representatives of LG&E
Energy, KU Energy and Kentucky Utilities, and other documents as I have deemed
it necessary to examine as a basis for the opinions hereinafter expressed. In
such examination I have assumed the genuineness of all signatures and the
authenticity of all documents submitted to me as originals and the conformity
with the originals
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of all documents submitted to me as copies. As to various questions of fact
material to such opinions I have, when relevant facts were not independently
established, relied upon certificates of officers of LG&E Energy, KU Energy and
Kentucky Utilities and other appropriate persons and statements contained in the
Application and the exhibits thereto.
Based upon the foregoing, and subject to the assumptions and conditions set
forth herein, and having regard to legal considerations which I deem relevant, I
am of the opinion that:
1. All laws of the Commonwealth of Kentucky applicable to the Transaction
have been complied with.
2. LG&E Energy is validly organized and duly existing under the laws of the
Commonwealth of Kentucky.
3. The shares of LG&E Energy Common Stock issued in connection with the
Transaction are validly issued, fully paid and nonassessable, and the
holders thereof are entitled to the rights and privileges appertaining
thereto set forth in the Amended and Restated Articles of Incorporation
of LG&E Energy.
4. LG&E Energy has legally acquired the shares of common stock of Kentucky
Utilities.
5. The consummation of the Transaction does not violate the legal rights of
the holders of any securities issued respectively by LG&E Energy or its
subsidiaries or KU Energy or its subsidiaries.
6. The Transaction has been carried out in accordance with the Application.
I hereby consent to the use of this opinion as an exhibit to the
Application.
Very truly yours,
/s/ John R. McCall
-----------------------------------------
John R. McCall
Executive Vice President,
General Counsel and Secretary
