<PAGE>
Registration No. 333-_________
As filed with the Securities and Exchange Commission on October 8, 1999
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. AMENDED AND RESTATED OMNIBUS LONG-TERM INCENTIVE 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
<TABLE>
<CAPTION>
Proposed Proposed
Maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price offering registration
be registered registered (1) per share (2) price (2) fee
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 $ 21.41 $ 21,141,000 $ 5,951.98
without par value shares
per share
and Rights to 333,333
Purchase Series A rights
Preferred
Stock (3)
</TABLE>
(1) In addition, pursuant to Rule 416, this registration statement also
covers an indeterminate amount of additional securities in order to
adjust the number of securities reserved for issuance pursuant to the
plan as a result of a stock split, stock dividend or similar
transaction affecting the Common Stock.
<PAGE>
(2) Estimated solely for purposes of calculating the amount of the
registration 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
October 4, 1999.
(3) One-third of a Right to Purchase Series A Preferred Stock automatically
trades with each share of the Common Stock.
<PAGE>
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, 1998;
(ii) the Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999 and June 30, 1999;
(iii) Exhibit 99.02 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998, which contains a description
of the Registrant's Common Stock and the Rights to Purchase Series
A Preferred Stock which automatically trade at this time with the
Common Stock; and
(iv) the Registrant's Current Reports on Form 8-K dated February 8, 1999,
March 15, 1999, April 13, 1999, and July 9, 1999.
All documents filed by the Registrant or the plan 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. Interests of Named Experts and Counsel
The financial statements and schedules of the Registrant included in the
Registrant's Annual Report on Form 10-K for the fiscal year ended December
31, 1998 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
1
<PAGE>
Registrant's Amended and Restated Articles of Incorporation (filed as Exhibit
4.1 to the Registrant's Current Report on Form 8-K dated May 4, 1998), which
provisions are incorporated hereby by this reference. The Registrant's
Articles of Incorporation 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
<TABLE>
<CAPTION>
<S> <C>
Exhibit
Number Description
4.01 Copy of LG&E Energy Corp. Amended and Restated Omnibus
Long-Term Incentive Plan [Filed as Exhibit 10.52 to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995 and incorporated by reference
herein.]
4.02 Copy of Amendment No. 1 to LG&E Energy Corp. Amended and
Restated Omnibus Long-Term Incentive Plan dated
February 3, 1999.
4.03 Copy of Amended and Restated Articles of Incorporation, as
amended, [Filed as Exhibit 4.1 to the Registrant's Current
8-K dated May 4, 1998 and incorporated by reference herein.]
4.04 Copy of By-laws of Registrant as amended and restated
through June 2, 1999.
4.05 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.]
4.06 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.]
4.07 Copy of Amendment No. 2 to Rights Agreement, dated as of
May 20, 1997, in the form executed by LG&E Energy Corp. and
Louisville Gas and Electric Company, as Rights Agent
[filed as Exhibit 1 to Registrant's Registration Statement
on Form 8-A/A dated May 20, 1997 and incorporated by
reference herein].
23.01 Consent of Arthur Andersen LLP.
</TABLE>
2
<PAGE>
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 indemnification 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
Securities 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
3
<PAGE>
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
distribution 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
information 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.
4
<PAGE>
SIGNATURES
THE REGISTRANT
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
October 8, 1999.
LG&E ENERGY CORP.
By:/s/ R. Foster Duncan
-----------------------------
R. Foster Duncan,
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed on October 8, 1999, by the following persons in
the capacities indicated.
Signature Title
Roger W. Hale Chairman of the Board and Chief
Executive Officer
Mira S. Ball Director
William C. Ballard, Jr. Director
Owsley Brown, II Director
Carol M. Gatton Director
J. David Grissom Director
David B. Lewis Director
Anne H. McNamara Director
T. Ballard Morton, Jr. Director
Frank V. Ramsey, Jr. Director
William L. Rouse, Jr. Director
Charles L. Shearer Director
Lee T. Todd, Jr. Director
October 8, 1999 By:/s/ Charles A. Markel
----------------------------
Charles A. Markel (Attorney-in-
Fact)
/s/ R. Foster Duncan
-------------------------------
R. Foster Duncan
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/ Michael D. Robinson
--------------------------------
Michael D. Robinson
Vice President and Controller
(Principal Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exhibit Method of
Number Description Filing
4.01 Copy of LG&E Energy Corp. Amended and Restated Omnibus
Long-Term Incentive Plan [Filed as Exhibit 10.52 to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995 and incorporated by reference herein.]
4.02 Copy of Amendment No. 1 to LG&E Energy Corp. Amended
and Restated Omnibus Long-Term Incentive Plan dated
February 3, 1999. DT
4.03 Copy of Amended and Restated Articles of Incorporation,
as amended, [Filed as Exhibit 4.1 to the Registrant's
Current 8-K dated May 4, 1998 and incorporated by reference
herein.]
4.04 Copy of By-laws of Registrant as amended and restated
through June 2, 1999. DT
4.05 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.]
4.06 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.]
4.07 Copy of Amendment No. 2 to Rights Agreement, dated as of May 20,
1997, in the form executed by LG&E Energy Corp. and Louisville
Gas and Electric Company, as Rights Agent [filed as Exhibit 1 to
Registrant's Registration Statement on Form 8-A/A dated May 20,
1997 and incorporated by reference herein].
23.01 Consent of Arthur Andersen LLP. DT
24.01 Power of attorney. DT
<PAGE>
EXHIBIT 4.02
AMENDMENT NO. 1 TO LG&E ENERGY CORP. AMENDED AND RESTATED
OMNIBUS LONG-TERM INCENTIVE PLAN
FEBRUARY 3, 1999
This Amendment No. 1 (the "Amendment") is made to the Amended and
Restated Omnibus Long-Term Incentive Plan (the "Plan") of LG&E Energy Corp.
(the "Company").
1. The first sentence of Section 4.1 of the Plan shall be deleted and
replaced in its entirety as follows:
Subject to adjustment as provided in Section 4.3 herein, the
aggregate number of Shares that may be delivered under the Plan at
any time shall not exceed five percent (5%) of the total
outstanding Shares of common stock of the Company at such time.
2. The first sentence of Section 8.1 of the Plan shall be deleted and
replaced in its entirety as follows:
Subject to the terms and provisions of the Plan, the Committee, at
any time and from time to time, may grant Shares of Restricted
Stock under the Plan to such Participants and in such amounts as
it shall determine, provided that the maximum number of Shares of
Restricted Stock that may by granted to any individual Participant
in any calendar year shall be two hundred thousand (200,000) shares.
3. The amendments herein shall be effective as of the date first
written above, following their approval by the stockholders of the Company.
* * * * *
<PAGE>
EXHIBIT 4.04
BY-LAWS
OF
LG&E ENERGY CORP.
AS AMENDED THROUGH JUNE 2, 1999
<PAGE>
EXHIBIT 4.04
BY-LAWS
OF
LG&E ENERGY CORP.
(as amended and restated through June 2, 1999)
ARTICLE I
MEETINGS OF STOCKHOLDERS
SECTION 1. The Annual Meeting of the stockholders of the Company shall
be held in or out of Kentucky at a time, date and place to be annually
designated by the Board of Directors.
SECTION 2. Except as otherwise mandated by Kentucky law and except as
otherwise provided in or fixed by or pursuant to the Company's Articles of
Incorporation, special meetings of the stockholders may be called only by the
President of the Company or by the Board of Directors pursuant to a
resolution approved by a majority of the entire Board of Directors. For
purposes of these By-Laws, the phrase "Company's Articles of Incorporation"
shall mean the Articles of Incorporation of LG&E Energy Corp. as in effect on
March 1, 1990, and as thereafter amended from time to time.
SECTION 3. Written notice of each meeting of stockholders, stating the
time and place, and, in the case of a special meeting, the purpose, shall be
given at least ten (10) days prior to the meeting to each stockholder
entitled to attend the meeting. Notice of the time, place and purpose of any
meeting of stockholders may be waived in writing by any stockholder and shall
be waived by his attendance in person or by proxy at such meeting.
SECTION 4. A stockholder may vote in person or by proxy. All
appointments of proxies shall be in accordance with Kentucky law.
SECTION 5. Any action required or permitted to be taken by the
stockholders of the Company at a meeting of such holders may be taken without
such a meeting only by written consent of all the stockholders entitled to
vote on the subject matter.
SECTION 6. At an annual meeting of the stockholders, any business
conducted must be properly brought before the meeting. To be properly
brought before the meeting, business must be (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board
of Directors, (b) otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (c) otherwise properly be requested
to be brought before the meeting by a stockholder. For business to be
properly requested to be brought by a stockholder, the stockholder must have
given timely written notice to the Secretary of the Company. To be timely,
it must be delivered to or mailed and received at the principal executive
<PAGE>
offices of the Company, not less than 90 days prior to the meeting. If the
date of the meeting is not publicly announced by the Company by mail, press
release or otherwise more than 100 days prior to the meeting, timely notice
must be delivered to the Secretary of the Company not later than the close of
business on the tenth day following the day on which such announcement was
communicated to stockholders. This notice shall include (a) a description of
the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (b) the name and address,
as they appear on the Company's books, of the stockholder proposing such
business, (c) the class and number of shares of the Company which are
beneficially owned by the stockholder, and (d) any material interest of the
stockholder in such business. No business shall be conducted at an annual
meeting except in accordance with this procedure. The Chairman of an annual
meeting shall, if the facts warrant, determine and declare to the meeting
that business was not properly brought before the meeting and in accordance
with the provisions of this Section 6, and if so determined, shall declare to
the meeting that any such business not properly brought before the meeting
shall not be transacted.
SECTION 7. The Chairman of the Board, if present, and in his absence
the Vice Chairman of the Board, and the Secretary of the Company, shall serve
as Chairman and Secretary, respectively, at each stockholders meeting. The
Chairman of the stockholders meeting shall determine the order of business
and shall have the authority in his discretion to regulate the conduct of any
such meeting, including, without limitation, by imposing restrictions on the
persons (other than stockholders of the Company or their duly appointed
proxies) who may attend any such stockholders meeting, by determining whether
any stockholder or his proxy may be excluded from any stockholders meeting
based upon any determination by the Chairman of the meeting, in his sole
discretion, that any such person has unduly disrupted or is likely to disrupt
the proceedings thereof, and by regulating the circumstances in which any
person may make a statement or ask questions at any stockholders meeting.
SECTION 8. The Company shall be entitled to treat the holder of record
of any share or shares as the holder in fact thereof and, accordingly, shall
not be bound to recognize any equitable or other claim to or interest in such
share on the part of any other person whether or not it shall have express or
other notice thereof, except as expressly provided by law.
SECTION 9. The Board of Directors may postpone and reschedule any
previously scheduled annual or special meeting of stockholders and may
adjourn any convened meeting of stockholders to another date and time as
specified by the Chairman of the meeting.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. (a) The number of directors of the Company shall be fixed
from time to time by the Board of Directors, but shall be no fewer than nine
(9) and no more than fifteen (15). The Board of Directors may elect one of
its members as Chairman of the Board. Except as otherwise provided in or
fixed by or pursuant to the Company's Articles of Incorporation, the
directors shall be classified, with respect to the time for which they each
hold office, into three classes, as nearly
2
<PAGE>
equal in number as possible, as determined by the Board of Directors. One
class shall be originally elected for a term expiring at the annual meeting
of stockholders to be held in 1991, another class shall be originally elected
for a term expiring at the annual meeting of stockholders to be held in 1992,
and another class shall be originally elected for a term expiring at the
annual meeting of stockholders to be held in 1993, with each member of each
class to hold office until a successor is elected and qualified. At each
annual meeting of stockholders of the Company and except as otherwise
provided in or fixed by or pursuant to the Company's Articles of
Incorporation, the successors of the class of directors whose term expires at
that meeting shall be elected to hold office for a three-year term.
(b) Except as otherwise provided in or fixed by or pursuant to
the Company's Articles of Incorporation, nominations for the election of
directors may be made by the Board of Directors or any stockholder entitled
to vote in the election of directors generally. However, such stockholders
may nominate one or more persons for election as director or directors at a
stockholders' meeting only if written notice of intent to make such
nomination or nominations has been given either by personal delivery or mail
to the Secretary of the Company in the time frame set out in Article I,
Section 6. Each such notice shall state (a) the name and address of the
stockholder who intends to make the nomination and of the person or persons
to be nominated; (b) a representation that the stockholder is a holder of
record of stock of the Company entitled to vote at such meeting and intends
to appear in person or by proxy at a meeting to nominate the person or
persons specified in the notice; (c) a description of all arrangements or
understandings between the stockholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination
or nominations are to be made by the stockholder; (d) such other information
regarding each nominee proposed by such stockholder as would be required to
be included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission, had the nominee been nominated, or
intended to be nominated, by the Board of Directors; and (e) the consent of
each nominee to serve as a director of the Company if so elected. The
Chairman of the meeting may refuse to acknowledge the nomination of any
person not made in compliance with the foregoing procedure.
(c) Except as otherwise required by law and except as otherwise
provided in or fixed by or pursuant to the Company's Articles of
Incorporation: (i) newly created directorships resulting from any increase
in the number of directors and any vacancies on the Board of Directors
resulting from death, resignation, disqualification, removal or other cause
shall be filled by the affirmative vote of a majority of the remaining
directors then in office, even though less than a quorum of the Board of
Directors; (ii) any director elected in accordance with the preceding clause
(i) shall hold office for the remainder of the full term of the class of
directors in which the new directorship was created or the vacancy occurred
and until such director's successor shall have been elected and qualified;
and (iii) no decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.
(d) Except as otherwise provided in or fixed by or pursuant to
the Company's Articles of Incorporation, any director may be removed from
office, with or without cause, only by the affirmative vote of the holders of
at least 80% of the combined voting power of the then outstanding shares of
the Company's stock entitled to vote generally (as defined in Article Eighth
3
<PAGE>
of the Company's Articles of Incorporation), voting together as a single
class. Notwithstanding the foregoing provisions of this Paragraph (d), if at
any time stockholders of the Company have cumulative voting rights with
respect to the election of directors and less than the entire Board of
Directors is to be removed, no director may be removed from office if the
votes cast against his removal would be sufficient to elect the person as a
director if cumulatively voted at an election of the class of directors of
which the person is a part.
SECTION 2. The business of the Company shall be managed by a Board of
Directors. Regular meetings of the Board of Directors may be held without
notice of the date, place, time or purpose at such time and place as may be
fixed by the Board of Directors.
SECTION 3. Special meetings of the Board of Directors may be called by
the Chairman of the Board or the Chief Executive Officer of the Company, or,
in their absence, the Vice Chairman of the Board or the Vice President, or at
the request in writing of not less than three (3) directors on one (1) day's
notice to each director.
SECTION 4. Unless otherwise provided by law, at each meeting of the
Board of Directors, the presence of at least one-half (1/2) of the total
number of directors shall constitute a quorum for the transaction of
business. Except as provided in Section 1(c) of this Article II, the vote of
a majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors. At any meeting of the Board of
Directors where a quorum is not present, the members of the Board of
Directors present may by majority vote adjourn the meeting from time to time
until a quorum shall attend.
SECTION 5. The Chairman of the Board, if such person is present, shall
serve as Chairman at each regular or special meeting of the Board of
Directors and shall determine the order of business at such meeting. If the
Chairman of the Board is not present at a regular or special meeting of the
Board of Directors, the Vice Chairman of the Board shall serve as Chairman of
such meeting and shall determine the order of business at such meeting.
SECTION 6. Directors may receive such fees, compensation or expenses
for their services as are authorized by resolution of the Board of Directors.
SECTION 7. Any action required or permitted to be taken by the Board of
Directors may be taken without a meeting if the action is taken by all
members of the Board. Such action shall be evidenced by one (1) or more
written consents describing the action taken, signed by each director, and
included in the minutes with the Company's records reflecting the action
taken.
SECTION 8. (a) The Board of Directors may create committees and
appoint members of the Board of Directors to serve on them. Each committee
shall have two (2) or more members, who serve at the pleasure of the Board of
Directors.
(b) To the extent provided in the resolution of the Board of
Directors establishing a committee, a committee shall have and exercise all
the authority of the Board of
4
<PAGE>
Directors, but no such committee shall have the authority to take any action
that under Kentucky law can only be taken by the Board of Directors.
(c) Sections 2, 3, 4, 6 and 7 of this Article II shall apply to
committees and their members as well.
SECTION 9. The Board of Directors may elect one of its members as Vice
Chairman of the Board.
ARTICLE III
OFFICERS
SECTION 1. The officers of the Company shall be a Chief Executive
Officer, President, Chief Operating Officer, Chief Financial Officer, Chief
Administrative Officer, one or more Vice Presidents, Secretary, Treasurer,
Controller or such other officers (including, if so directed by a resolution
of the Board of Directors, the Chairman of the Board) as the Board or the
Chief Executive Officer may from time to time elect or appoint. Any two of
the offices may be combined in one person, but no officer shall execute,
acknowledge, or verify any instrument in more than one capacity. If
practicable, officers are to be elected or appointed by the Board of
Directors or the Chief Executive Officer at the first meeting of the Board
following the annual meeting of stockholders and, unless otherwise specified,
shall hold office for one year or until their successors are elected and
qualified. Any vacancy shall be filled by the Board of Directors or the
Chief Executive Officer. Except as provided below, officers shall perform
those duties usually incident to the office or as otherwise required by the
Board of Directors, the Chief Executive Officer, or the officer to whom they
report. An officer may be removed with or without cause and at any time by
the Board of Directors or by the Chief Executive Officer.
CHIEF EXECUTIVE OFFICER
SECTION 2. The Chief Executive Officer of the Company shall have full
charge of all of the affairs of the Company and shall report directly to the
Board of Directors.
PRESIDENT
SECTION 3. The President, should that office be created and filled,
shall exercise such functions as may be delegated by the Chief Executive
Officer and shall exercise the functions of the Chief Executive Officer
during the absence or disability of the Chief Executive Officer.
CHIEF OPERATING OFFICER
SECTION 4. The Chief Operating Officer, should that office be created
and filled, shall have responsibility for the management and direction of the
Company, subject to the direction and approval of the Chief Executive Officer.
5
<PAGE>
CHIEF FINANCIAL OFFICER
SECTION 5. The Chief Financial Officer, should that office be created
and filled, shall have responsibility for the financial affairs of the
Company, including maintaining accurate books and records, meeting all
financial reporting requirements and controlling Company funds, subject to
the direction and approval of the Chief Executive Officer.
CHIEF ADMINISTRATIVE OFFICER
SECTION 6. The Chief Administrative Officer, should that office be
created and filled, shall have responsibility for the general administrative
and human resources operations of the Company, subject to the direction and
approval of the Chief Executive Officer.
VICE PRESIDENTS
SECTION 7. The Vice President or Vice Presidents, should such offices
be created and filled, may be designated as Vice President, Senior Vice
President or Executive Vice President, as the Board of Directors or Chief
Executive Officer may determine.
SECRETARY
SECTION 8. The Secretary shall be present at and record the proceedings
of all meetings of the Board of Directors and of the stockholders, give
notices of meetings of Directors and stockholders, have custody of the seal
of the Company and affix it to any instrument requiring the same, and shall
have the power to sign certificates for shares of stock of the Company.
TREASURER
SECTION 9. The Treasurer, should that office be created and filled,
shall have responsibility for all receipts and disbursements of the Company
and be custodian of the Company's funds.
CONTROLLER
SECTION 10. The Controller, should that office be created and filled,
shall have responsibility for the accounting records of the Company.
ARTICLE IV
CAPITAL STOCK CERTIFICATES
The Board of Directors shall approve all stock certificates as to form.
The certificates for the shares of stock, issued by the Company, shall be
signed (manually or by facsimile) by the President and Secretary, and the
seal of the Company or a facsimile shall be affixed. The Board
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of Directors shall appoint transfer agents to issue and transfer certificates
of stock, and registrars to register such certificates.
ARTICLE V
FINANCE
SECTION 1. The Board of Directors shall designate the bank or banks to
be used to deposit Company funds and designate the officers and employees of
the Company who may sign and countersign checks drawn against the Company
accounts. The Board of Directors may authorize the use of facsimile
signatures on checks.
SECTION 2. Notes shall be signed by the Chief Executive Officer or the
President and by either a Vice President or the Treasurer. In the absence of
the President, notes shall be signed by two Vice Presidents, or a Vice
President and the Treasurer.
ARTICLE VI
SEAL
The seal of the Company shall be in the form of a circular disk, bearing
the following information:
( LG&E Energy Corp. )
( Kentucky )
( Corporate Seal )
ARTICLE VII
EMERGENCY BY-LAWS
SECTION 1. The Board of Directors of the Company may adopt by-laws to
be effective only in an emergency. For purposes of Article VII of these
By-Laws, an "emergency" shall exist if a quorum of the Company's directors
cannot be readily assembled because of a catastrophic event.
SECTION 2. The stockholders of the Company may amend or repeal the
by-laws adopted pursuant to Section 1 of Article VII of these By-Laws.
SECTION 3. The by-laws adopted pursuant to Section 1 of Article VII of
these By-Laws may include all provisions necessary for managing the Company
during the emergency, including:
(a) procedures for calling a meeting of the Board of Directors;
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(b) quorum requirements for meetings of the Board of Directors;
and
(c) designation of additional or substitute directors.
ARTICLE VIII
AMENDMENTS
Subject to the provisions of the Company's Articles of Incorporation,
these By-Laws may be amended or repealed at any annual meeting of the
stockholders (or at any special meeting thereof duly called for that purpose)
by the holders of at least a majority of the voting power of the shares
represented and entitled to vote at such meeting at which a quorum is
present; provided that in the notice of such special meeting the purpose is
given. Subject to the laws of the Commonwealth of Kentucky and these
By-Laws, the Board of Directors may by majority vote of those present at any
meeting at which a quorum is present amend these By-Laws, or adopt such other
By-Laws as in their judgment may be advisable to conduct the affairs of the
Company.
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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 27, 1999
(except with respect to the matters discussed in the eighth and ninth
paragraphs of Note 5, as to which the date is February 12, 1999, and Note 22,
as to which the date is March 15, 1999) included in LG&E Energy Corp.'s Form
10-K for the year ended December 31, 1998 and to all references to our Firm
included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Louisville, Kentucky
October 7, 1999
<PAGE>
LG&E ENERGY CORP.
POWER OF ATTORNEY AND CONSENT
FOR REGISTRATION OF AN ADDITIONAL 1,000,000
SHARES OF COMMON STOCK
UNDER THE AMENDED AND RESTATED
OMNIBUS LONG-TERM INCENTIVE PLAN
KNOW ALL MEN BY THESE PRESENTS, that, as of the 3nd day of February
1999, the undersigned each constitutes and appoints Roger W. Hale and John R.
McCall, 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 Registration Statement on Form S-8 relating to
the issuance and sale of an additional 1,000,000 shares of common stock
pursuant to the Amended and Restated Omnibus Long-Term Incentive Plan and all
amendments or appendices thereto (including post-effective amendments), and
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 and such officers of LG&E Energy Corp., with the assistance of its
accountants and counsel, are further hereby authorized and directed to
prepare, execute and file with the Securities and Exchange Commission on
behalf of LG&E Energy Corp. such Registration Statement and all amendments or
appendices thereto (including post-effective amendments) as any of them deem
appropriate or necessary.
LG&E ENERGY CORP.
/s/ Roger W. Hale /s/ David Baker Lewis
- --------------------------------- ---------------------------------
ROGER W. HALE DAVID BAKER LEWIS
Chairman, President and Director
Chief Executive Officer
/s/ Mira S. Ball /s/ Anne H. McNamara
- --------------------------------- ---------------------------------
MIRA S. BALL ANNE H. McNAMARA
Director Director
<PAGE>
/s/ William C. Ballard /s/ T. Ballard Morton, Jr.
- --------------------------------- ---------------------------------
WILLIAM C. BALLARD T. BALLARD MORTON, JR.
Director Director
/s/ Owsley Brown, II /s/ Frank V. Ramsey, Jr.
- --------------------------------- ---------------------------------
OWSLEY BROWN, II FRANK V. RAMSEY, JR.
Director Director
/s/ Carol M. Gatton /s/ William L. Rouse, Jr.
- --------------------------------- ---------------------------------
CAROL M. GATTON WILLIAM L. ROUSE, JR.
Director Director
/s/ Jeffery T. Grade /s/ Charles L. Shearer
- --------------------------------- ---------------------------------
JEFFERY T. GRADE CHARLES L. SHEARER
Director Director
/s/ J. David Grissom /s/ Lee T. Todd, Jr.
- --------------------------------- ---------------------------------
J. DAVID GRISSOM LEE T. TODD, JR.
Director Director
2
