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, 2000
or
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
Commission File No. 1-13620
A. Full title of the plan and the address of the plan,
if different from that of the issuer named below:
401(k) Savings Plan for Employees of
Louisville Gas and Electric Company
Who are Represented by Local 2100 of IBEW
220 West Main Street
P.O. Box 32030
Louisville, Kentucky 40232
B. Name of issuer of the securities held pursuant to the Plan and
the address of its principal executive office:
Powergen plc
53 New Board Street
London EC2M 1SL
401(k) SAVINGS PLAN FOR EMPLOYEES OF
LOUISVILLE GAS AND ELECTRIC COMPANY WHO
ARE REPRESENTED BY LOCAL 2100 OF I.B.E.W.
FINANCIAL STATEMENTS AND SCHEDULE
AS OF DECEMBER 31, 2000 AND 1999
TOGETHER WITH AUDITORS' REPORT
401(k) SAVINGS PLAN FOR EMPLOYEES OF
LOUISVILLE GAS AND ELECTRIC COMPANY WHO
ARE REPRESENTED BY LOCAL 2100 OF I.B.E.W.
Financial Statements and Schedule
As of December 31, 2000 AND 1999
- --------------------------------------------------------------------------------
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
REFERENCE
---------
Report of Independent Public Accountants............................. Page 1
Statements of Net Assets Available for Benefits as of
December 31, 2000 and 1999...................................... Page 2
Statement of Changes in Net Assets Available for Benefits for the
Year Ended December 31, 2000.................................... Page 2
Notes to Financial Statements and Schedule December 31, 2000
and 1999........................................................Pages 3 - 6
Schedule I - Item 4(i) - Schedule of Assets Held for Investment
Purposes, As of December 31, 2000............................... Page 7
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Trustees of the
401(k) Savings Plan for Employees of Louisville Gas & Electric Company
Who Are Represented by Local 2100 of I.B.E.W.:
We have audited the accompanying statements of net assets available for benefits
of the 401(k) Savings Plan for Employees of Louisville Gas & Electric Company
Who Are Represented by Local 2100 of I.B.E.W. as of December 31, 2000 and 1999,
and the related statement of changes in net assets available for benefits for
the year ended December 31, 2000. These financial statements and the schedule
referred to below are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements and
schedule 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 401(k)
Savings Plan for Employees of Louisville Gas & Electric Company Who Are
Represented by Local 2100 of I.B.E.W. as of December 31, 2000 and 1999, and the
changes in net assets available for benefits for the year ended December 31,
2000 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, 2000 is presented for purposes of
additional analysis and is 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.
Louisville, Kentucky
June 13, 2001
1
401(k) SAVINGS PLAN FOR EMPLOYEES
OF LOUISVILLE GAS AND ELECTRIC COMPANY WHO
ARE REPRESENTED BY LOCAL 2100 OF I.B.E.W.
Statements of Net Assets Available for Benefits
As of December 31, 2000 and 1999
- --------------------------------------------------------------------------------
PARTICIPANT DIRECTED
---------------------------------
2000 1999
-------------- ---------------
Investments, at fair value (Note 3) $ 66,495,605 $ 66,603,237
Contributions receivable
Participant 64,320 49,229
Employer 23,749 18,127
-------------- ---------------
Net assets available for benefits $ 66,583,674 $ 66,670,593
============== ===============
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2000
- --------------------------------------------------------------------------------
PARTICIPANT
DIRECTED
-------------
Net assets available for benefits, beginning of year: $ 66,670,593
-------------
Additions:
Participant contributions 3,523,922
Employer contributions 2,046,735
Interest and dividend income 2,865,681
Net realized gains on LG&E Energy Corp. Common Stock Fund 6,320,809
Net depreciation from shares in registered investment companies (5,336,499)
-------------
Total additions 9,420,648
-------------
Deductions:
Distributions/withdrawals (8,047,038)
Administrative fees (10,745)
Transfers to LG&E Energy Corp. Savings Plan (Note 8) (1,449,784)
-------------
Total deductions (9,507,567)
-------------
Net assets available for benefits, end of year: $ 66,583,674
=============
The accompanying notes to financial statements and schedule are an integral part
of these statements.
2
401(k) SAVINGS PLAN FOR EMPLOYEES OF
LOUISVILLE GAS AND ELECTRIC COMPANY WHO
ARE REPRESENTED BY LOCAL 2100 OF I.B.E.W.
Notes To Financial Statements and Schedule
December 31, 2000 and 1999
- --------------------------------------------------------------------------------
(1) DESCRIPTION OF PLAN-
The following description of the Louisville Gas and Electric Company (the
"Company") 401(k) Savings Plan for Employees Who Are Represented by Local
2100 of I.B.E.W. ( the "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, established January 1, 1993, is a fully participant
directed defined contribution plan. All employees that are represented
by Local 2100 of I.B.E.W. are eligible to participate in the Plan on
the first of the month on or following six months of continuous
employment. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
On December 11, 2000, LG&E Energy Corp. (parent to the Company) was
acquired by Powergen plc for cash of approximately $3.2 billion or
$24.85 per share and the assumption of all of LG&E Energy Corp.'s
debt. Upon the acquisition, all LG&E Energy Corp. stock held by the
Plan was liquidated and proceeds were invested into the Fidelity
Retirement MM Portfolio. Participants must transfer these assets from
this fund into other investment fund options within six months.
(b) 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. The Company in turn will match fifty percent (50%) of
the employees' contribution on the first six percent (6%) of eligible
compensation. Such contributions are allocated to the specific
participant's investment fund accounts based upon the participant's
election. Employee and Company contributions, plus actual earnings
thereon, are vested immediately.
(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) PARTICIPANT LOANS--Effective January 1, 1996, 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
outstanding at any time. 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 currently
range from 6.00 percent to 9.50 percent. Principal and interest is
paid ratably through payroll deductions. Those participants that elect
to take a loan are charged a minimal one-time loan-processing fee.
3
401(k) SAVINGS PLAN FOR EMPLOYEES OF
LOUISVILLE GAS AND ELECTRIC COMPANY WHO
ARE REPRESENTED BY LOCAL 2100 OF I.B.E.W.
Notes To Financial Statements and Schedule
December 31, 2000 and 1999
- --------------------------------------------------------------------------------
(e) 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 paid over
a period not to exceed ten years, or any combination of lump-sum and
periodic installments.
(f) 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 may offset the Participant's Plan
account and may offset the Participant's elected salary deferral
percentage.
(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 accounting
principles generally accepted in the United States.
(b) USE OF ESTIMATES--The preparation of financial statements in
conformity with accounting principles generally accepted in the United
States 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
and all other investments 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) RISKS AND UNCERTAINTIES--The Plan provides for investment in various
investments. Investment securities, in general, are exposed to various
risks, such as interest rate, credit and overall market volatility
risks. Due to the level of risk associated with certain investment
securities, it is reasonably possible that changes in the values of
investment securities will occur in the near term and such changes
could materially affect the amounts reported in the statements of net
assets available for benefits.
(e) PAYMENT OF BENEFITS--Benefits are recorded when paid.
4
401(k) SAVINGS PLAN FOR EMPLOYEES OF
LOUISVILLE GAS AND ELECTRIC COMPANY WHO
ARE REPRESENTED BY LOCAL 2100 OF I.B.E.W.
Notes To Financial Statements and Schedule
December 31, 2000 and 1999
- --------------------------------------------------------------------------------
(3) INVESTMENTS-
The fair value of the Plan's investments at December 31, 2000 and 1999 are
summarized in the following table ("*" indicates that the investment
balance represents 5% or more of the net assets available for the
respective year):
2000 1999
------------------ ------------------
Registered Investment Companies:
Fidelity Magellan Fund $ 19,991,394* $ 22,523,635*
Fidelity Equity Income II Fund 669,304 882,781
Fidelity Contrafund 2,318,370 2,231,268
Fidelity Puritan Fund 6,574,307* 6,866,897*
Fidelity Retirement MM Portfolio 17,538,123* -
Fidelity Ginnie Mae Portfolio 933,918 1,107,264
Fidelity Retirement Government MM Portfolio 2,552,791 2,490,620
Fidelity Intermediate Bond Fund 1,174,157 1,051,914
Spartan U.S. Equity Index Fund 8,021,022* 9,644,729*
Warburg Pincus Emerging Growth Fund 783,870 381,217
Templeton Foreign Fund A 241,590 220,342
Janus Worldwide Fund 2,299,956 459,179
------------------ ------------------
63,098,802 47,859,846
Common Stock:
Powergen plc Common Stock Fund 1,407 -
LG&E Energy Corp. Common Stock Fund - 15,542,870*
Participant Loans 3,395,396* 3,200,521
------------------ ------------------
$ 66,495,605 $ 66,603,237
================== ==================
(4) 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.
(5) 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.
(6) ADMINISTRATIVE COSTS-
Certain administrative services are provided by the Company at no cost to
the Plan and certain expenses incurred for the administration of the Plan
are paid by the Company.
5
401(k) SAVINGS PLAN FOR EMPLOYEES OF
LOUISVILLE GAS AND ELECTRIC COMPANY WHO
ARE REPRESENTED BY LOCAL 2100 OF I.B.E.W.
Notes To Financial Statements and Schedule
December 31, 2000 and 1999
- --------------------------------------------------------------------------------
(7) TAX STATUS-
The Internal Revenue Service has determined and informed the Company by a
letter dated January 20, 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.
(8) PLAN TRANSFERS-
During 2000, certain participants of the 401(k) Savings Plan for Employees
of Louisville Gas and Electric Company Who Are Represented by Local 2100 of
I.B.E.W. transferred to the LG&E Energy Corp. Savings Plan. Approximately,
$1,449,784 of was transferred into the Plan.
(9) SUBSEQUENT EVENT-
On April 9, 2001, E.ON AG announced a recommended pre-conditional cash
offer for Powergen plc. The acquisition is expected to close in 2002
shortly after all of the conditions to consummation of the acquisition are
met. The effects to the Plan, if any, are not known at this time.
6
SCHEDULE I
401(k) SAVINGS PLAN FOR EMPLOYEES OF
LOUISVILLE GAS AND ELECTRIC COMPANY WHO
ARE REPRESENTED BY LOCAL 2100 OF I.B.E.W.
PLAN SPONSOR: LOUISVILLE GAS AND ELECTRIC COMPANY
EIN 61-0264150
PLAN NO. 006
ITEM 4(i) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES,
AS OF DECEMBER 31, 2000
- --------------------------------------------------------------------------------
IDENTITY OF ISSUE DESCRIPTION OF ASSET FAIR VALUE
- ------------------- ------------------------------------------- ------------
*Fidelity Fidelity Magellan Fund $ 19,991,394
*Fidelity Fidelity Equity Income II Fund 669,304
*Fidelity Fidelity Contrafund 2,318,370
*Fidelity Fidelity Puritan Fund 6,574,307
*Fidelity Fidelity Retirement MM Portfolio 17,538,123
*Fidelity Fidelity Ginnie Mae Portfolio 933,918
*Fidelity Fidelity Retirement Government MM Portfolio 2,552,791
*Fidelity Fidelity Intermediate Bond Fund 1,174,157
*Fidelity Spartan U.S. Equity Index Fund 8,021,022
Warburg Pincus Warburg Pincus Emerging Growth Fund 783,870
Templeton Templeton Foreign Fund A 241,590
Janus Janus Worldwide Fund 2,299,956
*Powergen Corp. Powergen plc Common Stock Fund 1,407
*Participants Participant Loans ** 3,395,396
-------------
Total $ 66,495,605
=============
* Party-in-interest
** Rate of interest = range from 6.00% to 9.50%
The accompanying notes to financial statements and schedule are an integral part
of this schedule.
7
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, all
members of the Committee having responsibility for the administration of 401(k)
Savings Plan for Employees of Louisville Gas and Electric Company Who are
Represented by Local 2100 of IBEW have duly caused this annual report to be
signed on its behalf by the undersigned thereunto duly authorized.
401(k) Savings Plan for Employees of
Louisville Gas and Electric Company
Who are Represented by Local 2100 of IBEW
- -----------------------------------------
Name of Plan
June 29, 2001
/s/ Richard Aitken-Davies
-------------------------
Richard Aitken-Davies
/s/ S. Bradford Rives
---------------------
S. Bradford Rives
/s/ Frederick J. Newton III
---------------------------
Frederick J. Newton III
/s/ Chris Hermann
-----------------
Chris Hermann
/s/ David K. Arbough
--------------------
David K. Arbough