<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 1999
or
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
Commission File No. 1-10568 (LG&E Energy Corp.)
A. Full Title of the Plan:
WKE Corp. Bargaining Employees' Savings Plan
B. Name of issuer of the securities help pursuant to the Plan and
the address of its principal executive office:
LG&E ENERGY CORP.
220 West Main Street
P. O. Box 32030
Louisville, Kentucky 40232
<PAGE>
WKE CORP. BARGAINING EMPLOYEES' SAVINGS PLAN
FINANCIAL STATEMENTS AND SCHEDULE
AS OF DECEMBER 31, 1999 AND 1998
TOGETHER WITH AUDITORS' REPORT
<PAGE>
WKE CORP. BARGAINING EMPLOYEES' SAVINGS PLAN
Financial Statements and Schedule
As of December 31, 1999 and 1998
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INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
<TABLE>
<CAPTION>
REFERENCE
<S> <C>
Report of Independent Public Accountants..................................................................Page 1
Statement of Net Assets Available for Benefits as of December 31, 1999 and 1998..........................Page 2
Statement of Changes in Net Assets Available for Benefits for the Year Ended
December 31, 1999....................................................................................Page 2
Notes to Financial Statements and Schedule as of December 31, 1999
and 1998.........................................................................................Page 3 - 7
Schedule I - Item 4(i) - Schedule of Assets Held for Investment Purposes
As of December 31,1999..................................................................................Page 8
</TABLE>
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Trustees of the
WKE Corp. Bargaining Employees' Savings Plan:
We have audited the accompanying statement of net assets available for benefits
of the WKE Corp. Bargaining Employees' Savings Plan (the Plan) as of December
31, 1999 and 1998, and the related statement of changes in net assets available
for benefits for the year ended December 31, 1999. These financial statements
are the responsibility of the Plan's administrator. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1999 and 1998, and the changes in its net assets available for
benefits for the year ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets
held for investment purposes as of December 31, 1999 is presented for purposes
of additional analysis and are not a required part of the basic financial
statements but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedule has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ Arthur Andersen LLP
--------------------------
Arthur Andersen LLP
Louisville, Kentucky
June 28, 2000
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WKE CORP. BARGAINING EMPLOYEES' SAVINGS PLAN
Statement of Net Assets Available for Benefits
As of December 31, 1999 and 1998
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<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
------------------------------------
1999 1998
---------------- ---------------
<S> <C> <C>
ASSETS
Investments - at Fair Value (Notes 1, 2 and 4) $ 2,185,313 $ 617,897
Contributions receivable
Employee 36,555 -
Employer 12,222 -
---------------- ---------------
Net assets available for benefits $ 2,234,090 $ 617,897
================ ===============
</TABLE>
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1999
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<TABLE>
<CAPTION>
PARTICIPANT
DIRECTED
-----------------
<S> <C>
Net assets available for benefits, beginning of year: $ 617,897
-----------------
Additions:
Employee contributions 1,057,956
Employer contributions 356,269
Interest and dividend income 167,838
Realized gain 4,267
Unrealized gain 49,643
-----------------
Total additions 1,635,973
-----------------
Deductions:
Distributions/Withdrawals 19,780
-----------------
Net assets available for benefits, end of year: $ 2,234,090
=================
</TABLE>
The accompanying notes to financial statements and schedule are an integral part
of these statements.
2
<PAGE>
WKE CORP. BARGAINING EMPLOYEES' SAVINGS PLAN
Notes To Financial Statements and Schedule
December 31, 1999 and 1998
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(1) DESCRIPTION OF PLAN-
The following description of the WKE Corp. Bargaining Employees'
Savings Plan ("Plan") provides only general information. Participants
should refer to the Plan document for a more complete description of
the Plan's provisions.
(a) GENERAL--The Plan was established on July 17, 1998. All
bargaining unit employees of WKE Corp., Western Kentucky
Energy Corp. and WKE Station Two Inc. (collectively, the
"Company"), are eligible to participate in the Plan on the
first of the month on or following twelve months of
continuous employment. The Plan is subject to the
provisions of the Employee Retirement Income Security Act
of 1974 (ERISA).
(b) CONTRIBUTIONS AND VESTING--Employees choosing to participate
may elect to contribute an amount equal to an integral
percentage from one percent (1%) to fifteen percent (15%) of
base pay on a pre-tax or after-tax basis. The Company in turn
will match fifty percent (50%) of the employees' contribution
on the first six percent (6%) of eligible compensation.
Employee contributions, plus actual earnings thereon, are
vested immediately. Company contributions are 20% vested for
each year of service with 100% vesting after five years.
Forfeited balances of terminated participants are used to
reduce future company contributions.
(c) PARTICIPANT ACCOUNTS--Each participant's account is credited
with the participant's contribution and allocations of the
Company's contribution and, Plan earnings. Allocations are
based on participant earnings or account balances, as
defined. The benefit to which a participant is entitled is
the benefit that can be provided from the participant's
vested account.
(d) INVESTMENT OPTIONS-- Participants may choose from the
following ten mutual fund investment options or a company
stock fund in 1% increments:
- FIDELITY RETIREMENT GOVERNMENT MONEY MARKET PORTFOLIO
Invests in obligation issued or guaranteed as to
timely payment of principal and interest by the U.S.
government, it agencies or instrumentalities.
- FIDELITY PURITAN FUND
Diversifies investments among a variety of companies,
industries and types of securities.
- SPARTAN U.S. EQUITY INDEX PORTFOLIO
Attempts to duplicate the composition and total
return of the Standard & Poor's 500 Index.
- FIDELITY MAGELLAN FUND
Invests in common stocks, and securities convertible
to common stock, issued by companies operating in the
U.S. and/or abroad as well as foreign companies.
Investments are made in large corporations as well as
smaller, less well-known companies. The Fund also
diversifies investments among a variety of industries
and sectors within the market.
3
<PAGE>
- FIDELITY INTERMEDIATE BOND FUND
Invests in all types of medium to high quality U.S.
and foreign bonds, including corporate or U.S.
government issues.
- FIDELITY EQUITY INCOME II FUND
Invests in stocks of domestic and foreign companies
with potential for capital growth.
- FIDELITY CONTRAFUND
Invests in common stocks believed to be undervalued
and in companies that are currently out of public
favor but show potential for capital growth.
- WARBURG PINCUS EMERGING GROWTH FUND
Invests primarily in common stocks of rapidly growing
small and medium sized companies which generally will
benefit from new products or services, technology, or
changes in management. The stocks are diversified
among a variety of industries.
- TEMPLETON FOREIGN FUND A
Invests primarily in common stocks and it can
purchase securities in any foreign country, developed
or developing.
- JANUS WORLDWIDE FUND, EFFECTIVE AUGUST 1, 1998
Invests primarily in common stocks of foreign and
domestic companies. The fund normally invests in
issuers from at least five different countries,
including the US; however the fund may at times
invest in fewer than five countries or even a single
country.
- LG&E ENERGY CORP. COMMON STOCK FUND
Invests primarily in the common stock of LG&E Energy
Corp., as well as short-term investments.
(e) PARTICIPANTS LOANS--Participants may borrow from their fund
accounts a minimum of $1,000 up to a maximum equal to the
lesser of $50,000 or 50 percent of their account balance. Loan
transactions are treated as a transfer to (from) the
investment fund from (to) the Participant Loans fund. Loans to
purchase a home can not exceed 15 years and all other loans
are for a period not exceeding five years. A participant can
have up to two loans. The loans are secured by the balance in
the participant's account and bear interest at an agreed upon
rate commensurate with local prevailing rates, interest rate
currently 7.75 percent. Principal and interest is paid ratably
through monthly payroll deductions.
(f) PAYMENT OF BENEFITS--On termination of service due to
death, disability, retirement or other reasons, a
participant may elect to receive a lump-sum amount equal to
the value of the participant's vested interest in his or
her account, periodic installments over a fifteen-year
period, or any combination of lump-sum and periodic
installments.
4
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(2) SUMMARY OF ACCOUNTING POLICIES-
(a) BASIS OF ACCOUNTING--The financial statements of the Plan are
prepared under the accrual method of accounting in accordance
with generally accepted accounting principles.
(b) USE OF ESTIMATES--The preparation of financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of changes
in net assets during the reporting period. Actual results
could differ from those estimates.
(c) INVESTMENT VALUATION AND INCOME RECOGNITION--The Plan's
investments are stated at fair value. Shares of registered
investment companies are valued at quoted market prices in an
active market which represent the net asset value of shares
held by the Plan at year end. Participant loans receivable are
valued at cost which approximates fair value.
Purchases and sales of securities are recorded on a trade-date
basis. Interest income is recorded on the accrual basis.
(d) PAYMENT OF BENEFITS--Benefits are recorded when paid.
5
<PAGE>
(3) INVESTMENTS
Investments representing 5% or more of the plan's net assets are as
follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1999 DECEMBER 31, 1998
------------------ ------------------
<S> <C> <C>
Fidelity Magellan Fund $ 633,174 $ 166,951
Fidelity Equity Income II Fund 458,029 153,126
Fidelity Contrafund 305,872 79,486
Spartan U.S. Equity Index Fund 251,721 71,915
Warburg Pincus Emerging Growth Fund 161,211 41,969
</TABLE>
(4) ACCOUNTING PRONOUNCEMENT-
The Accounting Standards Executive Committee issued Statement of
Position 99-3, "Accounting for and Reporting of Certain Defined
Contribution Plan Investments and Other Disclosure Matters" (SOP 99-3),
which eliminates the requirement for a defined contribution plan to
disclose participant-directed investment programs. As required by SOP
99-3, the Plan adopted SOP 99-3 for the 1999 financial statements and
reclassified certain amounts in the 1998 financial statements to
eliminate the participant-directed fund investment program
disclosures.
(5) RELATED PARTY TRANSACTIONS-
Certain Plan investments are shares of mutual funds managed by
subsidiaries of Fidelity Management Research Corp. Fidelity Management
Trust Company (a subsidiary of Fidelity Management Research Corp.) is
the trustee as defined by the Plan, and therefore, these transactions
qualify as party-in-interest.
(6) PLAN TERMINATION-
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of ERISA.
(7) ADMINISTRATIVE COSTS-
Certain expenses incurred for the administration of the Plan are paid
by the Company.
6
<PAGE>
(8) RECONCILIATION TO FORM 5500-
Interest and dividends shown on the accompanying financial statements
include interest and dividends from registered investment companies of
$167,838 for the year ended December 1999. This amount, together with
the net realized and unrealized gains of $53,910 for the year ended
December 31, 1999, is shown as net investment gain from registered
investment companies on the Plan's 5500.
(9) TAX STATUS-
The Internal Revenue Service has determined and informed the Company
by a letter dated March 31, 2000, that the Plan and the related trust
are in compliance with applicable sections of the Internal Revenue
Code (IRC). The Plan has been amended since receiving the
determination letter. However, management believes that the Plan is
designed and is currently being operated in compliance with the
applicable requirements of the IRC.
(10) SUBSEQUENT EVENT-
On February 28, 2000, LG&E Energy Corp. announced that its Board of
Directors accepted an offer to be acquired by PowerGen for cash of
approximately $3.2 billion or $24.85 per share and the assumption of
$2.2 billion of LG&E Energy Corp.'s debt. WKE Corp., the Plan sponsor
is a subsidiary of LG&E Energy Corp. This acquisition is subject to SEC
and other regulatory approvals. The currently anticipated effect of
this transaction on the plan would be to liquidate the LG&E Energy
Corp. common stock fund and apply the proceeds to the other mutual
fund options, based on participants election. Although various
options remain under consideration by the Plan and the ultimate
outcome or decision with respect to this transaction is not known at
this time.
7
<PAGE>
WKE CORP. BARGAINING EMPLOYEES' SAVINGS PLAN SCHEDULE I
PLAN SPONSOR: WKE CORP.
EIN 611329628
PLAN NO. 002
Item 4(i) - Schedule of Assets Held for Investment Purposes
As of December 31, 1999
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<TABLE>
<CAPTION>
IDENTITY OF ISSUE DESCRIPTION OF ASSET COST FAIR VALUE
------------------------------ -------------------------------------------------- ---------------- ----------------
<S> <C> <C> <C>
*Fidelity Fidelity Magellan Fund $ 562,013 $ 633,174
*Fidelity Fidelity Equity Income II Fund 496,568 458,029
*Fidelity Fidelity Contrafund 298,781 305,872
*Fidelity Spartan U.S. Equity Index Fund 216,997 251,721
Warburg Pincus Warburg Pincus Emerging Growth Fund 127,641 161,211
*LG&E Energy Corp. LG&E Energy Corp. Common Stock Fund 98,228 74,006
*Fidelity Fidelity Puritan Fund 79,358 77,182
*Fidelity Fidelity Ret. Gov't MM Portfolio 89,842 89,842
Templeton Templeton Foreign Fund A 57,418 68,790
Janus Janus Worldwide 12,418 13,246
*Fidelity Fidelity Intermediate Bond Fund 41,216 40,005
*Participants Participant Loans ** 12,235 12,235
---------------- ----------------
Total $ 2,092,715 $ 2,185,313
================ ================
</TABLE>
* Party-in-interest
** Rate of interest = 7.75%
The accompanying notes to financial statements and schedule are an integral part
of these statements.
8
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, all
members of the Committee having responsibility for the administration of WKE
Corp. Bargaining Employees Saving Plan.
WKE Corp. Bargaining Employees Savings Plan
-------------------------------------------
Name of Plan
June 28, 2000 /s/ Victor A. Staffieri
-----------------------
Victor A. Staffieri
/s/ Charles A. Markel
---------------------
Charles A. Markel
/s/ S. Bradford Rives
---------------------
S. Bradford Rives
/s/ Frederick J. Newton III
---------------------------
Frederick J. Newton III
/s/ R. Foster Duncan
--------------------
R. Foster Duncan
/s/ Robert M. Hewett
--------------------
Robert M. Hewett
