-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SWQSu/vbzK6a/uWfNv7EA5Wu4kyifRfZijpyNVntk+fjTJrSr/Nh/+r3JeB8jTgP PZqE8Liq53VT1rB+VaVtzw== 0000950131-97-003725.txt : 19970602 0000950131-97-003725.hdr.sgml : 19970602 ACCESSION NUMBER: 0000950131-97-003725 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970530 SROS: NYSE SROS: PSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KU ENERGY CORP CENTRAL INDEX KEY: 0000835715 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 611141273 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-51027 FILM NUMBER: 97617305 BUSINESS ADDRESS: STREET 1: ONE QUALITY ST CITY: LEXINGTON STATE: KY ZIP: 40507 BUSINESS PHONE: 6062552100 FORMER COMPANY: FORMER CONFORMED NAME: HOLDINGS INC DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LG&E ENERGY CORP CENTRAL INDEX KEY: 0000861388 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 611174555 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 220 W MAIN ST STREET 2: P O BOX 32030 CITY: LOUISVILLE STATE: KY ZIP: 40232 BUSINESS PHONE: 5026272000 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. __)* KU ENERGY CORPORATION --------------------- (Name of Issuer) Common Stock, without par value ------------------------------- (Title of Class of Securities) 482734-10-0 ----------- (CUSIP Number) John R. McCall LG&E ENERGY CORP. 220 West Main Street Louisville, Kentucky 40202 (502) 627-2000 With a Copy to: Peter D. Clarke Gardner, Carton & Douglas 321 North Clark Street Chicago, Illinois 60610 (312) 245-8685 ------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 20, 1997 ------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box []. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the reminder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 - ----------------------- CUSIP NO. 482734-10-0 13D - ----------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSONS 1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS LG&E Energy Corp. 61-1174555 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [ ] (b) [ ] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 WC, OO - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(c) [ ] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Kentucky - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 7,525,857 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 0 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 7,525,857 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ 2 - ----------------------- CUSIP NO. 482734-10-0 13D - ----------------------- - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 7,525,857 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [ ] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 19.9% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 Item 1. Security and Issuer. This statement relates to the common stock, without par value (the "KU Energy Common Stock"), of KU Energy Corporation, a Kentucky corporation ("KU Energy"). The principal executive office of KU Energy is located at One Quality Street, Lexington, Kentucky 40507. Item 2. Identity and Background. (a)-(c) This statement is being filed by LG&E Energy Corp., a Kentucky corporation ("LG&E Energy"). The principal executive office of LG&E Energy is located at 220 West Main Street, Louisville, Kentucky 40202. LG&E Energy is a diversified energy services and marketing company with businesses in retail utility services, energy marketing and trading, power generation and project development. LG&E Energy has three direct subsidiaries: Louisville Gas and Electric Company ("LG&E"), an operating public utility company; LG&E Energy Systems Inc.; and LG&E Gas Systems Inc. Pursuant to General Instruction "C" for Schedule 13D, the attached Annex 1 to this statement sets forth certain information concerning all of the executive officers and directors of LG&E Energy. The contents of Annex 1 are incorporated herein by reference. (d) During the last five years, neither LG&E Energy nor, to the best of LG&E Energy's knowledge, any of the executive officers or directors of LG&E Energy named in Annex 1 has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither LG&E Energy nor, to the best of LG&E Energy's knowledge, any of the executive officers or directors of LG&E Energy named in Annex 1 has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. 4 (f) All of the executive officers and directors identified in Item 2 are citizens of the United States. Item 3. Source and Amount of Funds or Other Consideration. Concurrent with entering into the Merger Agreement (as defined in Item 4 below), LG&E Energy and KU Energy entered into the KU Energy Stock Option Agreement (as defined in Item 4 below), whereby LG&E Energy has the right to purchase up to 7,525,757 shares of the KU Energy Common Stock upon the terms and subject to the conditions of the KU Energy Stock Option Agreement. As of the date of this statement, none of the triggering events permitting exercise of the stock option provided for in the KU Energy Stock Option Agreement has occurred. In the event that the stock option becomes exercisable under the KU Energy Stock Option Agreement and LG&E Energy wishes to purchase for cash the KU Energy Common Stock subject thereto, LG&E Energy will fund the exercise price from working capital or through other sources, which could include borrowings. Item 4. Purpose of Transaction On May 20, 1997, LG&E Energy and KU Energy entered into an Agreement and Plan of Merger (the "Merger Agreement") providing for a merger of LG&E Energy and KU Energy. Pursuant to the Merger Agreement, KU Energy will be merged with and into LG&E Energy, with LG&E Energy as the surviving corporation (the "Merger"). The Merger, which was unanimously approved by the Boards of Directors of LG&E Energy and KU Energy, is expected to close shortly after all of the conditions to consummation of the Merger, including the receipt of all applicable regulatory and shareholder approvals, are met or waived. The Merger Agreement and the related Stock Option Agreements (as defined in Item 4 below) are incorporated herein by reference to Exhibits 2, 99.1 and 99.2 to the Current Report on Form 8-K, dated May 30, 1997, filed by LG&E Energy with the Securities and Exchange Commission (the "Commission") on such date. The joint press release issued in connection with the Merger Agreement is incorporated herein by reference to Exhibit 99.01 to the Current Report on Form 8-K, dated May 21, 1997, filed by LG&E Energy with the Commission on May 22, 1997. The descriptions of the Merger 5 Agreement and the Stock Option Agreements set forth herein do not purport to be complete and are qualified in their entirety by the provisions of the Merger Agreements and the Stock Option Agreements. As a result of the Merger, LG&E Energy, which is the parent of LG&E, a Kentucky corporation, will become the parent company of Kentucky Utilities Company ("Kentucky Utilities"), currently the operating utility subsidiary of KU Energy. The operating utility subsidiaries (LG&E and Kentucky Utilities) will remain separate companies and will continue to serve customers in Kentucky and Virginia under their present names. The preferred stock and debt securities of the operating utility subsidiaries will not be affected by the Merger. Present nonutility operations of LG&E Energy will be unaffected. The nonutility subsidiaries of KU Energy will become subsidiaries of LG&E Energy. Under the terms of the Merger Agreement, each outstanding share of the common stock, without par value, of KU Energy ("KU Energy Common Stock") (other than shares with respect to which dissenters' rights are perfected under applicable state law), together with the associated KU Energy stock purchase rights, will be converted into the right to receive 1.67 shares of LG&E Energy Common Stock, together with the associated LG&E Energy stock purchase rights. A holder of KU Energy Common Stock who would otherwise have been entitled to a fractional share of LG&E Energy Common Stock will be entitled to receive a cash payment in lieu of such fractional share. The outstanding shares of LG&E Energy Common Stock will remain unchanged and outstanding. As of May 16, 1997, there were 37,817,878 shares of KU Energy Common Stock outstanding and 66,484,875 shares of LG&E Energy Common Stock outstanding. Based on such capitalization, upon consummation of the Merger, 51.3% of the outstanding LG&E Energy Common Stock will be owned by the shareholders of LG&E Energy prior to the Merger and 48.7% will be owned by former KU Energy shareholders. The Merger is subject to customary closing conditions, including, without limitation, the approval of the holders of a majority of the outstanding shares of each of the LG&E Energy Common Stock and the KU Energy Common Stock, the receipt of all necessary governmental approvals and the making of all necessary 6 governmental filings, including approvals of various regulators in Kentucky and Virginia under state utility laws, the approval of the Federal Energy Regulatory Commission under the Federal Power Act, the approval of the Commission under the Public Utility Holding Company Act of 1935, and the filing of requisite notifications with the Federal Trade Commission and the Department of Justice under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the expiration of all applicable waiting periods thereunder. The Merger is also subject to the receipt of opinions of counsel that the Merger will qualify as a tax-free reorganization and assurances from the parties' independent accountants that the Merger will qualify as a pooling of interests for accounting purposes. In addition, the Merger is conditioned upon the effectiveness of a registration statement to be filed with the Commission with respect to the shares of LG&E Energy Common Stock to be issued in the Merger and the approval for listing of such shares on the New York Stock Exchange. It is anticipated that LG&E Energy, as parent of Kentucky Utilities and LG&E, will continue to be an exempt holding company under the Public Utility Holding Company Act of 1935. Shareholder meetings to vote upon approval of the Merger will be convened as soon as practicable and are expected to be held later in 1997. Simultaneously with the execution and delivery of the Merger Agreement, LG&E Energy and KU Energy also entered into reciprocal stock option agreements (the "LG&E Energy Stock Option Agreement" and the "KU Energy Stock Option Agreement", collectively, the "Stock Option Agreements"). Pursuant to the Stock Option Agreements, LG&E Energy and KU Energy each grant to the other an irrevocable option to purchase up to 19.9% of the granting company's outstanding common stock, at an exercise price per share equal to (i) in the case of LG&E Energy Common Stock, $24.45 (which price per share equals the average of the daily closing sales price per share of the LG&E Energy Common Stock on the New York Stock Exchange during the ten-day period ending May 12, 1997) and (ii) in the case of KU Energy Common Stock, $40.83 (which price per share equals the exercise price per share of the option covering LG&E Energy Common Stock multiplied by an exchange ratio of 1.67). The option becomes exercisable if the Merger Agreement becomes terminable by either LG&E Energy or KU Energy in circumstances that could entitle such party to receive specified termination fees, generally as a result of the other 7 party becoming the subject of a third party tender offer or business combination proposal. If its option becomes exercisable, either LG&E Energy or KU Energy may request the other party to repurchase all or part of its option at a price per share equal to the spread between the exercise price and the highest average trading price or the offered price in any business combination proposal. Under the Merger Agreement, the aggregate amount of any termination fees and transaction expenses payable, plus any amounts payable as a result of the required repurchase of options, is limited to a maximum amount of $70 million. Except as set forth in this Item 4, the Merger Agreement or the Stock Option Agreements, neither LG&E Energy nor, to the best of LG&E Energy's knowledge, any of the executive officers and directors of LG&E Energy named in Annex 1 has any plans or proposals which relate to or which would result in any of the actions specified in clauses (a) through (j) of Item 4 of this statement. Item 5. Interest in Securities of the Issuer. (a)-(b) Prior to entering into the KU Energy Stock Option Agreement, LG&E Energy beneficially owned 100 shares of KU Energy Common Stock. By reason of its execution of the KU Energy Stock Option Agreement, pursuant to Rule 13d- 3(d)(1)(i) promulgated under the Securities Exchange Act of 1934, as amended, LG&E Energy may be deemed to have sole voting and dispositive power with respect to the 7,525,757 shares of KU Energy Common Stock subject to the KU Energy Stock Option Agreement and, accordingly, may be deemed to beneficially own approximately 19.9% of the KU Energy Common Stock outstanding, assuming exercise of the stock option. However, LG&E Energy expressly disclaims any beneficial ownership of the shares of KU Energy Common Stock which are obtainable by LG&E Energy upon exercise of the stock option, because the stock option is exercisable only in the circumstances referred to in Item 4 and as described in the KU Energy Stock Option Agreement, none of which has occurred as of the date hereof. Furthermore, even if events did occur which rendered such stock option exercisable, LG&E Energy believes it would be a practical impossibility to obtain the regulatory approvals 8 necessary to acquire shares of KU Energy Common Stock pursuant to the stock option within 60 days. Except as set forth above, neither LG&E Energy nor, to the best of LG&E Energy's knowledge except as set forth in the following sentence, any of the executive officers and directors of LG&E Energy named in Annex 1 owns any KU Energy Common Stock. As of the date hereof, Roger W. Hale, Chairman and Chief Executive Officer of LG&E Energy and John R. McCall, Executive Vice President, General Counsel and Corporate Secretary of LG&E Energy, each beneficially own not more than 100 shares of KU Energy Common Stock. (c) Except as set forth above, neither LG&E Energy nor, to the best of LG&E Energy's knowledge, any of the executive officers and directors of LG&E Energy named in Annex 1 has effected any transaction in the KU Energy Common Stock during the past 60 days. (d) So long as LG&E Energy has not purchased the KU Energy Common Stock subject to the KU Energy Stock Option Agreement, LG&E Energy does not have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the KU Energy Common Stock (other than the 100 shares of KU Energy Common Stock described in Item 5(a)). (e) Inapplicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer --------------------------------------------------------------------- The Merger Agreement contains certain customary restrictions on the conduct of the business of LG&E Energy and KU Energy pending the Merger, including certain customary restrictions relating to the KU Energy Common Stock. Except as provided in the Merger Agreement, the KU Energy Stock Option Agreement or as set forth herein, neither LG&E Energy nor, to the best of LG&E Energy's knowledge, any of the executive officers and directors of LG&E Energy named in Annex 1 has any contracts, arrangements, understandings or relationships (legal or otherwise), with any person with respect to any securities of KU Energy, including, but not limited to, transfer or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. 9 Item 7. Material to be Filed as Exhibits. -------------------------------- Exhibit Description ------- ----------- 2 Agreement and Plan of Merger, dated as of May 20, 1997, by and between KU Energy and LG&E Energy (Incorporated by reference to Exhibit 2 to LG&E Energy (Commission File No. 1-10568) Current Report on Form 8-K, filed with the Commission on May 30, 1997). 99.1 Joint Press Release, dated May 21, 1997, of KU Energy and LG&E Energy (Incorporated by reference to Exhibit 99.1 to LG&E Energy (Commission File No. 1-10568) Current Report on Form 8-K, filed with the Commission on May 22, 1997). 99.2 KU Energy Stock Option Agreement, dated as of May 20, 1997, by and between KU Energy and LG&E Energy (Incorporated by reference to Exhibit 99.1 to LG&E Energy (Commission File No. 1-10568) Current Report on Form 8-K, filed with the Commission on May 30, 1997). 99.3 LG&E Energy Stock Option Agreement, dated as of May 20, 1997, by and between LG&E Energy and KU Energy (Incorporated by reference to Exhibit 99.2 to LG&E Energy (Commission File No. 1-10568) Current Report on Form 8-K, filed with the Commission on May 30, 1997). 10 SIGNATURE --------- After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. LG&E ENERGY CORP. By:/s/ Victor A. Staffieri ----------------------- Name: Victor A. Staffieri Title: Chief Financial Officer Dated: May 30, 1997 11 Annex 1 ------- Set forth below are the names, titles and present principal occupations for each of the executive officers and directors of LG&E Energy. The business address for each of the following individuals is 220 West Main Street, Louisville, Kentucky 40202. Name and Title Principal Occupation - -------------- -------------------- Roger W. Hale President and Chief Executive Officer Chairman of the Board, LG&E Energy President and Chief Executive Officer William C. Ballard, Jr. Of Counsel, Greenebaum Doll & McDonald Director (Legal Affairs), Louisville, KY Ronald L. Bittner Chairman and Chief Executive Officer of Frontier Director Corporation (Communications) Rochester, NY Owsley Brown II Chairman and CEO, Brown-Forman Director Corporation (Consumer Products), Louisville, KY S. Gordon Dabney Business Consultant, formerly President, Standard Director Foods, Inc. (Food Processing), Louisville, KY Gene P. Gardner Chairman, Beaver Dam Coal Company (Coal Director Properties), Louisville, KY J. David Grissom Chairman, Mayfair Capital, Inc. (Investments), Director Louisville, KY David B. Lewis Chairman and Founding Partner, Lewis, Clay & Director Munday, a Professional Corporation (Legal Affairs), Detroit, MI 12 Anne H. McNamara Senior Vice President and General Counsel, AMR Director Corporation (Airline Holding Company) and American Airlines, Inc. Dallas, TX T. Ballard Morton, Jr. Executive in Residence, University of Louisville, Director College of Business and Public Administration (Higher Education), Louisville, KY Dr. Donald C. Swain President (Emeritus) University of Louisville Director (Higher Education), Louisville, KY John R. McCall Executive Vice President, General Counsel and Executive Officer Corporate Secretary, LG&E Energy, LG&E Stephen R. Wood President-Distribution Services, LG&E Energy, Executive Officer President, LG&E Charles A. Markel Vice President-Finance, and Treasurer, LG&E Energy Executive Officer Victor A. Staffieri Chief Financial Officer, LG&E Energy, LG&E Executive Officer Wendy C. Heck Vice President-Administration, LG&E Energy, LG&E Executive Officer Walter Z. Berger Group President-Energy Marketing, LG&E Energy Executive Officer George W. Basinger Senior Vice President-Power Operations, LG&E Energy Executive Officer S. Bradford Rives Vice President-Finance, and Controller, LG&E Energy Executive Officer 13 INDEX TO EXHIBITS Exhibit Description - ------- ----------- 2 Agreement and Plan of Merger, dated as of May 20, 1997, by and between KU Energy and LG&E Energy (Incorporated by reference to Exhibit 2 to LG&E Energy (Commission File No. 1-10568) Current Report on Form 8-K, filed with the Commission on May 30, 1997). 99.1 Joint Press Release, dated May 21, 1997, of KU Energy and LG&E Energy (Incorporated by reference to Exhibit 99.01 to LG&E Energy (Commission File No. 1-10568) Current Report on Form 8-K, filed with the Commission on May 22, 1997). 99.2 KU Energy Stock Option Agreement, dated as of May 20, 1997, by and between KU Energy and LG&E Energy (Incorporated by reference to Exhibit 99.1 to LG&E Energy (Commission File No. 1-10568) Current Report on Form 8-K, filed with the Commission on May 30, 1997). 99.3 LG&E Energy Stock Option Agreement, dated as of May 20, 1997, by and between LG&E Energy and KU Energy (Incorporated by reference to Exhibit 99.2 to LG&E Energy (Commission File No. 1-10568) Current Report on Form 8-K, filed with the Commission on May 30, 1997). 14 -----END PRIVACY-ENHANCED MESSAGE-----