-----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, R0R0dhCySuzQWRRHcPBSb4gxpOEj+v7j3+3XdRK2wEC/mpil9d5c6mGIYDqNXcY5 LE2cMikPVs4BlwNDeVCEhw== 0000912057-00-052995.txt : 20001212 0000912057-00-052995.hdr.sgml : 20001212 ACCESSION NUMBER: 0000912057-00-052995 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20001211 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001211 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-10568 FILM NUMBER: 787088 BUSINESS ADDRESS: STREET 1: 220 W MAIN ST STREET 2: P O BOX 32030 CITY: LOUISVILLE STATE: KY ZIP: 40232 BUSINESS PHONE: 5026272000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KENTUCKY UTILITIES CO CENTRAL INDEX KEY: 0000055387 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 610247570 STATE OF INCORPORATION: KY FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-03464 FILM NUMBER: 787089 BUSINESS ADDRESS: STREET 1: ONE QUALITY ST CITY: LEXINGTON STATE: KY ZIP: 40507 BUSINESS PHONE: 6062552100 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LOUISVILLE GAS & ELECTRIC CO /KY/ CENTRAL INDEX KEY: 0000060549 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 610264150 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-02893 FILM NUMBER: 787090 BUSINESS ADDRESS: STREET 1: 220 W MAIN ST STREET 2: P O BOX 32030 CITY: LOUISVILLE STATE: KY ZIP: 40232 BUSINESS PHONE: 5026272000 MAIL ADDRESS: STREET 1: 220 WEST MAIN ST CITY: LUUISVILLE STATE: KY ZIP: 40232 8-K 1 a2032975z8-k.txt 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2000 Commission Registrant, State of Incorporation, IRS Employer File Number Address, and Telephone Number Identification No. ----------- ----------------------------- ------------------ 1-10568 LG&E ENERGY CORP. 61-1174555 (A Kentucky corporation) 220 West Main Street P.O. Box 32030 Louisville, KY 40232 (502) 627-2000 2-26720 LOUISVILLE GAS AND ELECTRIC COMPANY 61-0264150 (A Kentucky corporation) 220 West Main Street P.O. Box 32010 Louisville, KY 40232 (502) 627-2000 1-3464 KENTUCKY UTILITIES COMPANY 61-0247570 (A Kentucky and Virginia corporation) One Quality Street Lexington, KY 40507 (606) 255-2100 This combined Form 8-K is separately filed by LG&E Energy Corp., Louisville Gas and Electric Company and Kentucky Utilities Company. Information contained herein relating to any individual registrant is filed by such registrant on its own behalf. Except for LG&E Energy Corp., each registrant makes no representation as to information relating to the other registrants. In particular, information contained herein related to LG&E Energy Corp. is provided solely by LG&E Energy Corp. and shall not be deemed included in the Form 8-K of Louisville Gas and Electric Company and Kentucky Utilities Company. 1 ITEM 1. CHANGES IN CONTROL OF REGISTRANT On December 11, 2000 LG&E Energy Corp. ("LG&E Energy") and Powergen plc ("Powergen") issued press releases announcing that they had completed the merger involving the two companies. Under the terms of the merger, each share of LG&E Energy common stock (with the exception of dissenting shares) was converted into the right to receive $24.85 in cash. The transactions were completed pursuant to the Agreement and Plan of Merger dated as of Feburary 27, 2000, as amended, among the parties. As a result of the merger, a Powergen subsidiary became the sole stockholder of LG&E Energy and the common stock of LG&E Energy will no longer be eligible to be listed on the New York Stock Exchange or the Chicago Stock Exchange. Such common stock has been deregistered under the Securities and Exchange Act of 1934, as amended. Louisville Gas and Electric Company ("LG&E") and Kentucky Utilities Company ("KU") retain their separate corporate existence and remain as public utility subsidiaries of LG&E Energy. As with LG&E Energy, LG&E and KU became indirect subsidiaries of Powergen as a result of the merger. Information regarding changes in the boards of directors of LG&E and KU is contained in the news release material filed with this report. News release material of LG&E Energy and Powergen describing the above matter is filed with this report as Exhibit 99.01 and is incorporated herein by reference. ITEM 7(C). EXHIBITS FILED 2.01 Amendment No. 1 dated as of December 8, 2000 to Agreement and Plan of Merger dated as of February 27, 2000 among LG&E Energy Corp., Powergen plc, Powergen US Investments Corp. and Powergen Acquisition Corp. 99.01 News Release dated December 11, 2000 [ Signature page follows. ] 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LG&E ENERGY CORP. Dated: December 11, 2000 BY: /s/ John R. McCall ------------------------ Executive Vice President, General Counsel and Corporate Secretary Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LOUISVILLE GAS AND ELECTRIC COMPANY Dated: December 11, 2000 BY: /s/ John R. McCall ------------------------ Executive Vice President, General Counsel and Corporate Secretary Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. KENTUCKY UTILITIES COMPANY Dated: December 11, 2000 BY: /s/ John R. McCall -------------------------- Executive Vice President, General Counsel and Corporate Secretary 3 EXHIBIT INDEX LG&E ENERGY CORP. LOUISVILLE GAS AND ELECTRIC COMPANY KENTUCKY UTILITIES COMPANY Current Report on Form 8-K Dated December 11, 2000 EXHIBITS
EXHIBIT NO. DESCRIPTION 2.01 Amendment No. 1 dated as of December 8, 2000 to Agreement and Plan of Merger dated as of February 27, 2000 among LG&E Energy Corp., Powergen plc, Powergen US Investments Corp. and Powergen Acquisition Corp. 99.01 News Release dated December 11, 2000
4 EX-2.01 2 a2032975zex-2_01.txt EX-2.01 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AMENDMENT NO. 1, dated as of December 8, 2000 (this "AMENDMENT"), to the Agreement and Plan of Merger, dated as of February 27, 2000 (the "AGREEMENT"), among LG&E Energy Corp., a Kentucky corporation (the "COMPANY"), Powergen plc, an English public limited company ("PARENT"),Powergen US Investments Corp., a Delaware corporation and an indirect wholly owned subsidiary of Powergen ("US SUBHOLDCO 2"), and Powergen Acquisition Corp., a Kentucky corporation and a direct wholly owned subsidiary of US Subholdco 2 ("MERGER SUB"). W I T N E S S E T H: WHEREAS, the Company, Parent, US Subholdco 2 and Merger Sub desire to amend the Agreement; and WHEREAS, Section 9.2 of the Agreement provides that at any time prior to the Effective Time, the Agreement may be modified or amended by agreement of the parties, by an instrument in writing executed and delivered by duly authorized officers of each of the parties hereto; and WHEREAS, the respective Boards of the Company and Parent have taken all action necessary to duly authorize, execute and deliver the Agreement and those modifications as the respective officers executing the Agreement deemed necessary or appropriate and authorized their duly authorized officers to execute and deliver this Amendment; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties hereto agree as follows: ARTICLE I AMENDMENTS TO THE AGREEMENT 1.1 Section 1.2 of the Agreement shall be amended to read in its entirety as follows: "CLOSING. The closing of the Merger (the "CLOSING") shall take place (i) at the offices of Sullivan & Cromwell, 125 Broad Street, New York, New York at 9:00 A.M. on a date to be mutually agreed between Parent and the Company, which shall not be later than the tenth Business Day (as defined below) after the last of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) shall be satisfied or waived in accordance with this Agreement or (ii) at such other place and time and/or on such other date as the Company and Parent may agree in writing (the "CLOSING DATE"). As used in this Agreement, the term "BUSINESS DAY" shall mean any day other than a Saturday, Sunday or a day on which banks in either New York City or the City of London, England are authorized or obligated by law or executive order to close." 1.2 Section 6.11(a)(i) and (ii) of the Agreement shall be amended to read in its entirety as follows: "(a) STOCK OPTIONS. (i) At the Effective Time, each Company Option, whether vested or unvested and whether or not it would otherwise be deemed terminated as a result of the occurrence of the Effective Time, shall be deemed to constitute an option (a "CONVERTED OPTION") to acquire, on the same terms and conditions as were applicable under such Company Option, the number of American Depositary Shares of Parent (the "ADS'S"), each of which represents four Parent Ordinary Shares, equal to the result (rounded down to the nearest whole ADS) of multiplying the number of Shares subject to the Company Option immediately prior to the Effective Time by the Conversion Ratio (as defined below), at an exercise price per ADS equal to the result (rounded up to the nearest whole cent) of dividing the per share exercise price of such Company Option immediately prior to the Effective Time by the Conversion Ratio (it being understood that the exercise price shall be converted into dollars at the rate prevailing at the close of business on the business day prior to the Effective Time); PROVIDED, HOWEVER, that in the case of any Company Option to which Section 422 of the Code applies, the adjustments provided for in this Section shall be effected in a manner consistent with the requirements of Section 424(a) of the Code. For purposes of this Section, the term "CONVERSION RATIO" means a fraction, the numerator of which is the average of the high and low sales price of one Share on the NYSE on the trading day immediately preceding the Effective Time and the denominator of which is the average of the high and low sales price of one ADS on the NYSE on the trading day immediately preceding the Effective Time. Notwithstanding the foregoing, each holder of a Converted Option may, at any time prior to the close of business on the seventh Business Day following the Effective Time, elect in writing (which writing shall be delivered to the Company) to exchange any unexercised Converted Option for an amount in cash equal to the product of (x) the number of Shares previously subject to the Company Option (prior to its conversion into the Converted Option) and (y) the excess of the difference between the Merger Consideration over the per Share exercise price of such Company Option, less any amount the Company is required to deduct or withhold with respect to such payment. Each such Company Option so exchanged shall be immediately canceled, and the Company shall make prompt payment in respect of any exchanged option. (ii) Parent shall at the time that a Company Option is disposed of to the Company and cancelled, issue a Converted Option under a long-term incentive plan substantially similar to the long-term incentive Compensation and Benefit Plan of the Company as in existence immediately prior to the date hereof. At or prior to the Effective Time, Parent shall take all corporate action necessary to reserve for issuance a sufficient number of Parent Ordinary Shares for delivery upon exercise of Company Options assumed by it in accordance with this Section. As soon as practicable after the Effective Time but in no event later that 10:30 am Eastern Time on the Closing Date, or if the Closing Date is not a Business Day, by 10:30 am on the first Business Day following the Closing Date, Parent shall file a registration statement on Form S-8 (or any successor thereto) with respect to the ADS's subject to such Converted Options, and shall use its reasonable best efforts to -3- maintain the effectiveness of such registration statement (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Converted Options remain outstanding. At or prior to the Effective Time, the Company shall make all necessary arrangements with respect to the Stock Plans to permit the assumption of the unexercised Company Options by Parent pursuant to either clause (x) or (y) of this subparagraph (ii). ARTICLE II MISCELLANEOUS 2.1 DEFINITIONS. Capitalized terms used in this Amendment and not defined herein shall have the respective meanings ascribed to them in the Agreement. 2.2 ENTIRE AGREEMENT; RESTATEMENT. Other than as amended by Sections 1.1 and 1.2 above, the Agreement shall remain in full force and effect and unaffected hereby. The Agreement, as amended by this Amendment, is hereinafter referred to as the "Agreement", and the parties hereto hereby agree that the Agreement may be restated to reflect the amendments provided for in this Amendment. 2.3 COUNTERPARTS. This Amendment may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement. 2.4 GOVERNING LAW AND VENUE; ENFORCEMENT; WAIVER OF JURY TRIAL. (a) THIS AMENDMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE COMMONWEALTH OF KENTUCKY WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF. The parties agree that irreparable damage would occur in the event that any of the provisions of this Amendment were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Amendment and to enforce specifically the terms and -4- provisions of this Amendment in any court of the United States located in the Commonwealth of Kentucky, this being in addition to any other remedy to which they are entitled at law or in equity. The parties hereby irrevocably submit to the exclusive jurisdiction of the Federal courts of the United States of America located in the Commonwealth of Kentucky solely in respect of the interpretation and enforcement of the provisions of this Amendment and of the documents referred to in this Amendment, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Amendment or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a Kentucky Federal court. The parties hereby consent to and grant any such court exclusive jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 2.5 or in such other manner as may be permitted by law shall be valid and sufficient service thereof. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AMENDMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES (i) ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT AND (ii) ANY RIGHT IT MAY HAVE TO RECEIVE DAMAGES FROM ANY OTHER PARTY BASED ON ANY THEORY OF LIABILITY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL (INCLUDING LOST PROFITS) OR PUNITIVE DAMAGES. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH ACTION, SUIT OR PROCEEDING, -5- SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 2.4. 2.5 NOTICES. Any notice, request, instruction or other document to be given hereunder by any party to the others shall be in writing and delivered personally or sent by registered or certified mail (return receipt requested), postage prepaid, or sent by reputable overnight courier service or by facsimile (which is confirmed): IF TO PARENT, US SUBHOLDCO 2 OR MERGER SUB PowerGen plc 53 New Broad Street London, EC2M 15L England Attention: David J. Jackson, General Counsel and Company Secretary fax: +1 44 207 826 2716 (with a copy to Joseph B. Frumkin, Esq. Sullivan & Cromwell 125 Broad Street New York, New York 10004 fax: (212) 558-3588). IF TO THE COMPANY LG&E Energy Group 220 West Main Street Louisville, KY 40202 Attention: John R. McCall, Executive Vice President, General Counsel and Corporate Secretary fax: (502) 627-4622 (with a copy to Caroline B. Gottschalk, Esq. -6- Simpson Thacher & Bartlett 425 Lexington Avenue New York, New York 10017 fax: (212) 455-2502 and to: Peter D. Clarke, Esq. Gardner, Carton, & Douglas, Quaker Tower 321 North Clark Street, Suite 3400, Chicago, Illinois 60610-4795 fax: (312) 644-3381). or to such other persons or addresses as may be designated in writing by the party to receive such notice as provided above. -7- IN WITNESS WHEREOF, the parties hereto have executed or caused this Amendment to be executed as of the date first written above. LG&E ENERGY CORP. By: /s/ Roger W. Hale ----------------------- Name: Roger W. Hale Title: Chairman and Chief Executive Officer -8- POWERGEN PLC By: /s/ David J. Jackson ------------------------ Name: David J. Jackson Title: General Counsel and Company Secretary Accepted and Agreed as of: December 8, 2000 ------------------------- POWERGEN US INVESTMENTS CORP. By: /s/ David J. Jackson ------------------------- Name: David J. Jackson Title: President POWERGEN ACQUISITION CORP. By: /s/ David J. Jackson ------------------------- Name: David J. Jackson Title: President -9- EX-99.01 3 a2032975zex-99_01.txt EX-99.01 MEDIA CONTACT: CHIP KEELING 24-HOUR MEDIA HOTLINE: 502.627.4999 TOLL-FREE: 888.627.4999 INVESTOR CONTACT: STEVE CAVE (502) 627-3867 POWERGEN, LG&E ENERGY ANNOUNCE MERGER COMPLETION (LOUISVILLE, Ky. - Dec. 11, 2000) Powergen plc (LSE; NYSE: PWG) of the United Kingdom and LG&E Energy Corp. of Louisville, Ky., have successfully completed the merger involving the two companies and have formally begun joint operations. The merger received the approval of all state and federal regulatory bodies as well as shareholders of both companies. LG&E Energy will maintain its headquarters in Louisville, Ky., which will serve as the headquarters for Powergen's North American operations. LG&E Energy's utility subsidiaries, Louisville Gas and Electric Company and Kentucky Utilities Company, will continue as separate subsidiary corporations with joint operations and with headquarters in Louisville and Lexington, Ky., respectively. "We have worked toward this positive outcome for many months and we couldn't be happier that the day has finally arrived when we can celebrate the combining of these two well-run companies into one of world's finest energy services firms," said Ed Wallis, Powergen's chairman and chief executive. "The fact that we've moved this far this fast is a tremendous tribute to our management and our employees. And, of course, we couldn't have reached this milestone without the input and support of our regulators and customers. We will quickly demonstrate to them that their confidence in us was well placed." In addition to remaining as LG&E Energy's chairman and chief executive officer, Roger W. Hale now joins Powergen's board of directors. He also will serve on a three-person LG&E Energy board of directors, along with Mr. Wallis and David Jackson of Powergen. A U.S. advisory board will also be appointed. MORE MERGER COMPLETION ADD ONE - DECEMBER 11, 2000 Mr. Hale also will continue as chairman and chief executive officer of LG&E and KU and will be joined on the boards of directors of those companies by Mr. Wallis and Mr. Jackson, as well as by the six current outside directors of Powergen. Senior management at LG&E Energy, LG&E and KU remains largely in place. LG&E Energy's final day of trading on the New York Stock Exchange is Monday, December 11. Shortly, LG&E Energy shareholders of record on December 11 should receive letters of transmittal from Powergen's paying agent, Computershare Trust Company of New York, containing instructions for submitting their stock certificates for the agreed upon cash payment of $24.85 a share. Additionally, separate from the exchange process, a partial dividend of 25.276 cents per share will be paid to LG&E Energy shareholders of record on December 8. The dividend will be payable fifteen days from the closing date. The merger creates a global power company with assets of nearly $12 billion and total revenues of $8.7 billion, serving four million customers worldwide. "While we've made history with this merger, we're convinced that there is plenty of history yet left to write," Wallis said. LG&E Energy Corp. headquartered in Louisville, Ky., is a diversified energy services company with businesses in power generation and project development; retail gas and electric utility services; and asset-based energy marketing. The company owns and operates Louisville Gas and Electric Company, a regulated electric and gas utility serving Louisville, Ky. and 16 surrounding counties; and Kentucky Utilities Company, a regulated electric utility, based in Lexington, Ky., which serves customers in 77 Kentucky counties and five counties in Virginia. LG&E Energy also owns equity in and operates non-utility power plants in six states as well as in Spain; owns interests in three natural gas distribution companies in Argentina; and owns CRC-Evans Pipeline International Inc., the world's leading provider of specialty equipment and services to the natural gas and oil pipeline construction industry. Powergen is a British company and one of the world's major power businesses. It is one of the UK's leading integrated gas and electric companies, generating about 14 percent of the electricity needs of England and Wales. The company has a growing retail customer base of over 2.6 million customer accounts, is the market leader in provision of large scale combined heat and power plant and in the industrial and commercial electricity market. The UK business is split into five divisions: generation, distribution, combined heat and power and distribution. STATEMENTS MADE IN THIS RELEASE THAT STATE THE COMPANY'S OR MANAGEMENT'S INTENTIONS, EXPECTATIONS OR PREDICTIONS OF THE FUTURE ARE FORWARD LOOKING STATEMENTS. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS, AND THERE CAN BE NO ASSURANCE THAT ESTIMATES OF FUTURE RESULTS WILL BE ACHIEVED. THE COMPANY'S SEC FILINGS CONTAIN ADDITIONAL INFORMATION CONCERNING FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING STATEMENTS. --30-- -----END PRIVACY-ENHANCED MESSAGE-----