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):
May 20, 1997
Commission Registration; State of IRS Employer
File Number Incorporation; Address; and Identification
Telephone Number
1-10944 KU Energy Corporation 61-1141273
(a Kentucky Corporation)
One Quality Street
Lexington, Kentucky 40507-1428
(606) 255-2100
1-3464 Kentucky Utilities Company 61-0247570
(a Kentucky and Virginia Corporation)
One Quality Street
Lexington, Kentucky 40507-1428
(606) 255-2100
ITEM 5. OTHER EVENTS
Merger Agreement with LG&E Energy Corp.
On May 20, 1997, KU Energy Corporation, a Kentucky corporation ("KU
Energy"), and LG&E Energy Corp., a Kentucky corporation ("LG&E Energy"), entered
into an Agreement and Plan of Merger (the "Merger Agreement") providing for a
merger of KU Energy and LG&E 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 KU Energy and LG&E 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, as set forth in the Merger Agreement.
On May 21, 1997, KU Energy and its principal operating subsidiary, Kentucky
Utilities Company, filed with the Securities and Exchange Commission a Current
Report on Form 8-K describing the Merger. Attached as exhibits to this Current
Report on Form 8-K are the following documents: (i) the Merger Agreement; (ii)
the KU Energy Stock Option Agreement, dated as of May 20, 1997, by and between
KU Energy and LG&E Energy; and (iii) the LG&E Energy Stock Option Agreement,
dated as of May 20, 1997, by and between LG&E Energy and KU Energy.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
2
The exhibits listed below and in the accompanying Exhibit Index are filed
as part of this Current Report on Form 8-K.
Exhibit No. Title
- ----------- -----
2 Agreement and Plan of Merger,
dated as of May 20, 1997,
by and between KU Energy and
LG&E Energy.
99.1 KU Energy Stock Option Agreement,
dated as of May 20, 1997, by and
between KU Energy and LG&E
Energy.
99.2 LG&E Energy Stock Option Agreement,
dated as of May 20, 1997, by and
between LG&E Energy and KU
Energy.
3
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.
KU ENERGY CORPORATION
By: /s/ Michael D. Robinson
-----------------------
Name: Michael D. Robinson
Title: Controller
KENTUCKY UTILITIES COMPANY
By: /s/ Michael D. Robinson
-----------------------
Name: Michael D. Robinson
Title: Controller
Dated: May 30, 1997
4
EXHIBIT INDEX
KU Energy Corporation
Kentucky Utilities Company
Current Report on Form 8-K
Dated May 20, 1997
Exhibit Description
- ------- -----------
2 Agreement and Plan of Merger,
dated as of May 20, 1997,
by and between KU Energy and LG&E Energy.
99.1 KU Energy Stock Option Agreement,
dated as if May 20, 1997, by and
between KU Energy and LG&E
Energy.
99.2 LG&E Energy Stock Option Agreement,
dated as of May 20, 1997, by and
between LG&E Energy and KU
Energy.