<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:
LG&E ENERGY CORP. 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>
LGE Energy Corp
Savings plan financial
Statements 12319991.doc
LG&E ENERGY CORP. SAVINGS PLAN
FINANCIAL STATEMENTS AND SCHEDULE
AS OF DECEMBER 31, 1999 AND 1998
TOGETHER WITH AUDITORS' REPORT
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LG&E ENERGY CORP. 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
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<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
LG&E Energy Corp. Savings Plan:
We have audited the accompanying statement of net assets available for benefits
of LG&E Energy Corp. 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 schedules 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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LG&E ENERGY CORP. 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) $ 294,857,333 $ 310,470,640
Contributions receivable:
Employee 321,478 -
Employer 119,541 -
-------------------- --------------------
Net assets available for benefits $ 295,298,352 $ 310,470,640
==================== ====================
</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: $ 310,470,640
-------------------
Additions:
Employee contributions 12,797,699
Employer contributions 8,948,973
Interest and dividend income 18,948,215
Realized loss (3,400,721)
Unrealized loss (28,604,452)
-------------------
Total additions 8,689,714
-------------------
Deductions:
Distributions/Withdrawals 23,862,002
-------------------
Net assets available for benefits, end of year: $ 295,298,352
===================
</TABLE>
The accompanying notes to financial statements and schedule are an integral
part of these statements.
2
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LG&E ENERGY CORP. 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 LG&E Energy Corp. 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--Established April 1, 1987, the Plan is a defined
contribution plan covering eligible employees of LG&E Energy
Corp. and its subsidiaries (the "Company"). This Plan does not
include bargaining unit employees of WKE Corp., Western
Kentucky Energy Corp., and WKE Station Two and employees of
Louisville Gas and Electric Company that are represented by
Local 2100 of I.B.E.W; those employees are covered under
separate plans. Effective September 3, 1997, the 401(k) plans
covering employees of LG&E Natural Inc. (LNI) and LG&E Power
Inc. (LPI) was merged into the Plan. Effective July 17, 1998,
salaried employees of Western Kentucky Energy Corp., were
eligible to participate in the Plan. Effective August 1, 1998,
the Kentucky Utilities Company Employee Savings Plan and the
Kentucky Utilities Company Employees' Stock Ownership Plan were
merged into the Plan and employees of KU Energy Corporation and
Kentucky Utilities Company were eligible to participate in the
Plan. Eligible participants are certain employees employed by
the Company for three months of continuous employment, as
specified in the Plan. The Plan is subject to the provision of
the Employee Retirement Income Security Act of 1974 (ERISA).
(b) PLAN MERGER--On June 3, 1998, the Board of Directors approved
the merger of Kentucky Utilities Company Employee Savings Plan
and the Kentucky Utilities Company Employees' Stock Ownership
Plan into the Plan, effective August 1, 1998. Approximately
$119.1 million was transferred into the Plan.
(c) CONTRIBUTIONS AND VESTING--Employees choosing to participate
may elect to contribute an amount equal to an integral
percentage from one percent (1%) to sixteen percent (16%) of
base pay and incentive compensation up to the annual IRS
dollar limits.
For all employees with the exception of LNI and LPI, the Company
in turn will match fifty percent (50%) of the employees'
contribution on the first six percent (6%) of eligible
compensation. For the employees of LNI and LPI, the Company will
match one hundred percent (100%) of the employee contribution up
to a total four percent (4%) of eligible compensation and the
Company may make a discretionary employer contribution of 3% of
earnings as defined by the Plan. In 1999, the Company made
approximately $686,000 of discretionary contributions for LNI
and LPI employees.
For all employees with the exception of LNI and LPI, the Company's
contributions plus actual earnings thereon, are vested
immediately. For LNI and LPI employees, the Company's
contributions plus actual earnings thereon, are vested 20% for
each year of service with 100% vesting after five years. Forfeited
balances of terminated participants are used to reduce future
Company contributions.
Such contributions are allocated to the specific participant's
investment fund accounts based upon the participants election.
3
<PAGE>
(d) PARTICIPANT ACCOUNTS--Each participant's account is credited with
the participant's contribution and allocations of the Company's
contribution and Plan earnings. The benefit to which a participant
is entitled is the benefit that can be provided from the
participant's vested account.
(e) INVESTMENT OPTIONS-- Participants may choose from the following
eleven mutual fund investment options or a company stock fund
in 1% increments:
- FIDELITY RETIREMENT GOVERNMENT MONEY MARKET PORTFOLIO
Invests in obligations issued or guaranteed as to
timely payment of principal and interest by the U.S.
government and its agencies or instrumentalities.
- FIDELITY GINNIE MAE PORTFOLIO
At least 65% of the portfolio's total assets will
be invested in Ginnie Mae under normal market
conditions. The portfolio also invests in other
obligations backed by the full faith and credit of
the U.S. government, including U.S. Treasury
bonds, notes and bills, and in repurchase
agreements involving those obligations. This fund
was frozen as of October 1, 1996. Participants may
transfer money out of this fund into one of the
other investment options at any time, however, no
"new" money will be invested in this investment
option.
- 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.
- 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.
4
<PAGE>
- 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 I
Invests primarily in common stocks and it can
purchase securities in any foreign country,
developed or developing.
- LG&E ENERGY CORP. COMMON STOCK FUND, EFFECTIVE
JANUARY 1, 1998
Invests primarily in the stock of LG&E Energy
Corp. as well as short term investments.
- 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.
(f) 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. Loan terms are for a
period not exceeding five years. A participant can have up to four
(4) 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 rates range
from 6 percent to 10 percent. Principal and interest is paid
ratably through monthly payroll deductions. Those participants
that elect to take a loan are charged a minimal one-time
loan-processing fee.
(g) 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 ten year period, or any combination of
lump-sum and periodic installments.
(h) ESOP DIVIDENDS--Effective January 1, 1998, Plan participants who
have dividends paid on LG&E Energy Corp. Common Stock were given a
salary redirection in an amount equal to distributed Common Stock
dividends. Deferrals made under this program are made to the
Participant's Plan account and may offset the Participant's
elected salary deferral percentage.
5
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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.
(3) ADMINISTRATIVE COSTS-
Certain expenses incurred for the administration of the Plan as well as
the Company's various other plans are paid by the Company.
(4) 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 $ 48,546,640 $ 35,746,977
Fidelity Contrafund 29,052,534 21,278,033
Spartan U.S. Equity Index Fund 63,689,606 55,540,475
LG&E Energy Corp. Common Stock Fund 85,713,810 137,041,017
Fidelity Ret. Gov't Money Market Portfolio 18,931,106 19,599,826
Fidelity Puritan Fund 19,073,983 20,089,560
</TABLE>
6
<PAGE>
(5) 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.
(6) 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.
(7) 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.
(8) RECONCILIATION TO FORM 5500-
Interest and dividends shown on the accompanying financial statements
include $18,948,215 of interest and dividends from registered investment
companies. This amount, together with the net realized and unrealized
losses of $32,005,173 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 January 26, 2000, that the Plan and related trust are
designed in accordance 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.
7
<PAGE>
(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. 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.
8
<PAGE>
SCHEDULE I
LG&E ENERGY CORP. SAVINGS PLAN
PLAN SPONSOR: LG&E ENERGY CORP.
EIN 611174555
PLAN NO. 005
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 $ 34,839,896 $ 48,546,640
*Fidelity Fidelity Equity Income II Fund 3,293,164 3,182,463
*Fidelity Fidelity Contrafund 26,381,372 29,052,534
*Fidelity Spartan U.S. Equity Index Fund 42,217,428 63,689,606
Warburg Pincus Warburg Pincus Emerging Growth Fund 2,451,940 3,145,256
*LG&E Energy Corp. LG&E Energy Corp. Common Stock Fund 72,533,623 85,713,810
*Fidelity Fidelity Puritan Fund 18,506,839 19,073,983
*Fidelity Fidelity Ret. Gov't Money Market Portfolio 18,931,106 18,931,106
Templeton Templeton Foreign Fund A 1,944,781 2,214,675
Janus Janus Worldwide 6,077,843 9,008,614
*Fidelity Fidelity Intermediate Bond Fund 2,608,768 2,520,251
*Fidelity Fidelity Ginnie Mae Portfolio 1,764,900 1,702,742
*Participants Participant Loans ** 8,075,653 8,075,653
------------------- -------------------
Total $ 239,627,313 $ 294,857,333
=================== ===================
</TABLE>
* Party-in-interest
** Rate of interest = ranges from 6.0% to 10.0%
The accompanying notes to financial statements and schedule are an integral part
of these statements.
9
<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 LG&E
Energy Corp. Saving Plan.
LG&E Energy Corp. 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
