<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
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)
If this form relates to the registration of
a class of securities pursuant to Section 12(b)
of the Exchange Act and is effective pursuant
to General Instruction A.(c), please check the
following box./X/
If this form relates to the registration of
a class of securities pursuant to Section 12(g)
of the Exchange Act and is effective pursuant
to General Instruction A.(d), please check the
following box./ /
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 Act registration statement file number to which this form relates:
Not applicable.
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
----------------------- ------------------------------
Rights to Purchase Series A New York Stock Exchange
Preferred Stock Chicago Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
<PAGE>
2
Item 1. Description of Registrant's
Securities to be Registered.
----------------------------
On February 27, 2000, LG&E Energy Corp., a Kentucky corporation (the
"Company") executed Amendment No. 3 (the "Rights Amendment") to the Rights
Agreement dated December 5, 1990, as amended as of May 20, 1997 (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 February 27, 2000, by and among
the Company, PowerGen plc, an English public limited company ("PowerGen"), a
Delaware corporation to be formed as an indirect wholly-owned subsidiary of
PowerGen ("US Subholdco 2") and a Kentucky corporation to be formed as a direct
wholly-owned subsidiary of US Subholdco 2 ("Merger Sub"), will not cause any
"Rights" (as defined in the Rights Agreement) to become exercisable, cause
PowerGen or any of its affiliates to become an "Acquiring Person" (as defined in
the Rights Agreement) or give rise to a "Distribution Date," "Stock Acquisition
Date" or "Triggering Event" (as each such term is defined in the Rights
Agreement). A summary of the Rights Agreement as amended follows.
The Rights Amendment is attached as an exhibit and is incorporated by
reference herein, and the foregoing description of the Rights Amendment is
qualified in its entirety by reference to the Rights Amendment.
SUMMARY OF RIGHTS
-----------------
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 commence, a tender or
<PAGE>
3
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 on the date of the consummation of the Merger contemplated by the
PowerGen Merger Agreement, provided, however that if the PowerGen Merger
Agreement is terminated prior to December 19, 2000, then the rights shall expire
on December 19, 2000, and if the PowerGen Merger Agreement is terminated on or
after December 19, 2000, then the rights shall expire 5 business days after the
date of such termination., 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 or PowerGen, its
subsidiaries or any Affiliate or Associate of PowerGen, as a result of their
acquisition of Beneficial Ownership of shares of Common Stock by reason of the
approval, execution or delivery of the PowerGen Merger Agreement, or by reason
of the consummation of the merger or any transaction contemplated by Section
6.24 of the PowerGen Merger Agreement so long as neither PowerGen nor any of its
subsidiaries is the Beneficial Owner of any other shares of Common Stock)
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), 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 or PowerGen or any of its subsidiaries,
Affiliates or Associates fails to continue to meet the standards for the
exemption described above, then each holder of record of a Right, other than the
Acquiring
<PAGE>
4
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 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 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
<PAGE>
5
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 aud 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.
For the avoidance of doubt, (a) neither PowerGen, US Subholdco 2,
Merger Sub nor any of their respective Affiliates or Associates shall be
considered an Acquiring Person under the Rights Agreement and (b) no
Distribution Date, Stock Acquisition Date or Triggering Event shall occur, and
the Rights will not separate from the shares of Common Stock or become
exercisable pursuant to any other provision of the Rights Agreement, solely as a
result of the approval, execution, or delivery of the PowerGen Merger Agreement
and/or the other transactions contemplated thereby.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission (the "SEC") as an Exhibit to the Company's Registration
Statement on Form 8-A filed with the SEC on December 7, 1990. 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.
<PAGE>
6
Item 2 Exhibits.
---------
4.1 Amendment No. 3 to the Rights Agreement, dated as of February 27, 2000,
between the Company and Louisville Gas and Electric Company, as Rights
Agent.
<PAGE>
7
SIGNATURE
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/ John R. McCall
------------------------------
Name: John R. McCall
Title: Executive Vice President,
General Counsel and Corporate
Secretary
Dated: March 3, 2000
<PAGE>
8
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4.1 Amendment No. 3 to the Rights Agreement, dated as of February 27, 2000,
between the Company and Louisville Gas and Electric Company, as Rights
Agent.
<PAGE>
Exhibit 4.1
THIRD AMENDMENT TO LG&E ENERGY CORP. RIGHTS AGREEMENT
-----------------------------------------------------
THIRD AMENDMENT, dated as of February 27, 2000 (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,
and the Second Amendment thereto, dated as of May 20, 1997 (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, PowerGen plc, an English public
limited company ("PowerGen"), a Delaware corporation to be formed as an
indirect wholly-owned subsidiary of PowerGen ("US Subholdco 2") and a
Kentucky corporation to be formed as a wholly-owned subsidiary of PowerGen
("Merger Sub"), propose to enter into an Agreement and Plan of Merger (the
"Merger Agreement"), pursuant to which Merger Sub would merge with and into
the Company ("the Merger") with the Company surviving the Merger; and
WHEREAS, in connection with the anticipated approval,
execution, and delivery of the Merger Agreement, 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 this Amendment and deliver
it to the Rights Agent.
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).
Subsection 1(a) of the Rights Agreement is hereby deleted and
restated to read in its entirety as follows:
1
<PAGE>
(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) PowerGen, its subsidiaries or any Affiliate or
Associate of PowerGen, as a result of their acquisition of
Beneficial Ownership of shares of Common Stock by reason of the
approval, execution or delivery of the PowerGen Merger Agreement,
or by reason of the consummation of the Merger or any transaction
contemplated by Section 6.24 of the PowerGen Merger Agreement, so
long as neither PowerGen nor any of its subsidiaries is the
Beneficial Owner of any shares of Common Stock other than shares
of Common Stock of which PowerGen or any of its subsidiaries is
or becomes the Beneficial Owner by reason of the approval,
execution, or delivery of the PowerGen Merger Agreement, or by
reason of the consummation of the Merger or any transaction
contemplated by Section 6.24 of the PowerGen Merger Agreement.
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) AMENDMENT TO SUBSECTION 1(mm).
Subsection 1(mm) of the Rights Agreement is hereby amended and
restated, to read as follows:
"(mm) "PowerGen" shall mean PowerGen plc, an English corporation,
and its successors."
(3) AMENDMENT TO SUBSECTION 1(nn).
Subsection 1(nn) of the Rights Agreement is hereby amended and
restated, to read as follows:
2
<PAGE>
"(nn) "PowerGen Merger Agreement" shall mean the Agreement and
Plan of Merger, dated as of February 27, 2000, by and among the
Company, a Delaware corporation to be formed as an indirect wholly
owned subsidiary of PowerGen, a Kentucky corporation to be formed as a
wholly-owned subsidiary of PowerGen, and PowerGen, as the same may be
amended from time to time."
(4) DELETION OF SUBSECTIONS 1(oo) and 1(pp).
Subsections 1(oo) and 1(pp) shall each be deleted in their entirety.
(5) AMENDMENT TO SUBSECTION 3(d). Subsection 3(d) of the Rights
Agreement is hereby amended by deleting "June 7, 1995 and the Second
Amendment dated as of May 20, 1997" in the first sentence of the legend
contained therein and inserting in lieu thereof "June 7, 1995, the Second
Amendment dated as of May 20, 1997, and the Third Amendment dated as of
February 27, 2000".
(6) AMENDMENT TO SUBSECTION 7(a). Subsection 7(a) is hereby amended by
deleting "the close of business on December 19, 2000" and substituting in
lieu thereof "on the date of the consummation of the Merger contemplated by
the PowerGen Merger Agreement, provided, however that if the PowerGen
Merger Agreement is terminated prior to December 19, 2000, then the rights
shall expire on December 19, 2000, and if the PowerGen Merger Agreement is
terminated on or after December 19, 2000, then the rights shall expire 5
business days after the date of such termination."
(7) ADDITION OF SECTION 35.
A new Section 35 of the Rights Agreement is added, to read as follows:
"Section 35. MERGER WITH POWERGEN. For the avoidance of doubt,
notwithstanding any provision herein to the contrary, (a) neither
PowerGen, US Subholdco 2, Merger Sub nor any of their respective
Affiliates or Associates shall be considered an Acquiring Person under
this Rights Agreement and (b) no Distribution Date, Stock Acquisition
Date or Triggering Event shall occur, and the Rights will not separate
from the shares of Common Stock or become exercisable pursuant to any
other provision hereof, solely as a result of the approval, execution,
or delivery of the PowerGen Merger Agreement and/or the other
transactions contemplated thereby."
(8) AMENDMENT OF EXHIBIT B. The Form of Right Certificate attached as
Exhibit B to the Rights Agreement is hereby amended by (i) deleting
"December 19, 2000" in the first line of the legend contained therein and
inserting in lieu thereof "the Final Expiration Date (as defined in the
Rights Agreement, as amended as of the date hereof)"; (ii) deleting "June
7, 1995 and the Second Amendment dated as of May 20, 1997" in the first
sentence of the first paragraph thereof and inserting in lieu thereof "June
7, 1995, the Second Amendment dated as of May 20,
3
<PAGE>
1997, and the Third Amendment dated as of February 27, 2000"; and (iii) deleting
"December 19, 2000" in the first sentence of the first paragraph thereof and
inserting in lieu thereof "the Final Expiration Date (as defined in the Rights
Agreement, as amended)".
(9) 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.
(10) DEFINED TERMS. Unless otherwise defined herein, all defined terms
used herein shall have the same meanings given to them in the Rights
Agreement.
(11) 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.
(12) 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.
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/ R. Foster Duncan
------------------------
Name: R. Foster Duncan
Title: Executive Vice President and
Chief Financial Officer
LOUISVILLE GAS AND ELECTRIC COMPANY, as
Rights Agent
By: /s/ John R. McCall
-------------------------
Name: John R. McCall
Title: Executive Vice President,
General Counsel and Corporate
Secretary
4
