<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) July 23, 1999
PP&L Transition Bond Company LLC.
(Exact name of registrant as specified in its charter)
Delaware 333-75369 23-3004428
------------------------- --------- ----------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File No.) Identification No.)
Two North Ninth Street, GENA9-2, Room 3
Allentown, Pennsylvania 18101
----------------------- -----
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (610) 774-7934
- --------------------------------------------------------------------------------
<PAGE>
Item 5. Other Events
------------
The Registrant registered issuances of Transition Bonds on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933 by a
Registration Statement on Form S-3 (Registration File No. 333-75369). Pursuant
to a base prospectus, dated July 29, 1999, and a prospectus supplement, dated
July 29, 1999, the Registrant plans to issue approximately $2,420,000,000 in
aggregate principal amount of its Transition Bonds, Series 1999-1 on or about
August 10, 1999. This Current Report on Form 8-K discloses the use of
Computational Materials (as defined in the Kidder Peabody Acceptance Corporation
I, SEC No-Action Letter, available May 24, 1994) by the underwriters in
connection with the offering of the Transition Bonds. These Computational
Materials are filed as Exhibit 99.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PP&L Transition Bond Company LLC
By: /s/ James E. Abel
---------------------------------------
Name: James E. Abel
Title: Manager
Dated: July 29, 1999
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ---------- -----------
99 Computational Materials as prepared by
the underwriter in connection with the
offering of the Transition Bonds
<PAGE>
EXHIBIT 99
COMPUTATIONAL MATERIALS
<PAGE>
Revised Computational Materials
[LOGO]
PP&L TRANSITION BONDS 1999-1
$2,420,000,000 Fixed Rate Class A Notes
NOTE: REDS ARE CURRENTLY AVAILABLE.
WEBSITE AVAILABLE AT: www.pplresources.com
BLOOMBERG ROADSHOW: MSRD ((go)), 2 ((go)), 1 ((go)), 2 ((go))
______________________________
Investor Conference Calls:
Standard & Poors, Thursday, July 22, 2:30 pm
Fitch IBCA, Friday, July 23, 11:00 am
<PAGE>
- --------------------------------------------------------------------------------
Morgan Stanley DEAN WITTER [WORLD MAP APPEARS HERE] [LOGO] JULY 23, 1999
Asset Backed Securities Group
ABS Capital Markets Desk
- --------------------------------------------------------------------------------
$2.42 Billion PP&L Transition Bonds, Series 1999-1
PP&L, Inc.
(Seller & Servicer)
Transaction Highlights
----------------------
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
Expected
Ratings Average Expected
Class Tranche (Moody's/S&P/ Life/Modified Payment Expected Legal Price
a Size Type Fitch) Duration Window Final Final Benchmark Talk
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
A-1 $297,000,000 Sequential Aaa/AAA/AAA 1.00 yrs./0.95 yrs. 16 months 03/25/01 03/25/03 +[ ]
------------------------------------------------------------------------------------------------------------------------------
A-2 177,000,000 Sequential Aaa/AAA/AAA 2.00 yrs./1.84 yrs. 10 months 12/26/01 12/26/03 +[ ]
------------------------------------------------------------------------------------------------------------------------------
A-3 306,000,000 Sequential Aaa/AAA/AAA 3.00 yrs./2.66 yrs. 16 months 03/25/03 03/25/05 +[ ]
------------------------------------------------------------------------------------------------------------------------------
A-4 201,000,000 Sequential Aaa/AAA/AAA 4.00 yrs./3.44 yrs. 10 months 12/26/03 12/26/05 +[ ]
------------------------------------------------------------------------------------------------------------------------------
A-5 314,000,000 Sequential Aaa/AAA/AAA 5.00 yrs./4.15 yrs. 16 months 03/25/05 03/25/07 +[ ]
------------------------------------------------------------------------------------------------------------------------------
A-6 221,000,000 Sequential Aaa/AAA/AAA 6.00 yrs./4.81 yrs. 10 months 12/26/05 12/26/07 +[ ]
------------------------------------------------------------------------------------------------------------------------------
A-7 455,000,000 Sequential Aaa/AAA/AAA 7.22 yrs./5.55 yrs. 19 months 06/25/07 06/25/09 +[ ]
------------------------------------------------------------------------------------------------------------------------------
A-8 449,000,000 Sequential Aaa/AAA/AAA 8.74 yrs./6.38 yrs. 19 months 12/26/08 06/25/09 +[ ]
------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
Book-Running Manager: MORGAN STANLEY DEAN WITTER
Co-Managers: Credit Suisse First Boston, Merrill Lynch & Co.,
Salomon Smith Barney (Senior Co-Managers); Banc One
Capital Markets, Inc., Chase Securities, Inc., First
Union Capital Markets, Corp., Mellon Financial Markets,
Inc. (Co-Managers);
Pryor McClendon, Counts & Co., Inc., Janey Montgomery
Scott Inc. (Junior Co-Managers)
Expected Pricing: [July 28-29, 1999]. Transition Bonds priced to
maturity.
Expected Settlement: [August 10, 1999], settling flat through DTC, Cedel
and Euroclear
Interest Payments: Quarterly, on or about the 25th of each March, June,
September, and December
Principal Payments: Quarterly, on the 25th of each March, June, September,
and December
First Interest Payment: December 27, 1999
This information has been prepared in connection with the
issuance of the securities described herein, and is based on
information provided by PP&L, Inc. with respect to the expected
characteristics of the intangible transition property securing
these securities. The actual characteristics and performance of
the intangible transition property will differ from the
assumptions used in preparing these materials, which are
hypothetical in nature. Changes in the assumptions may have a
material impact on the information set forth in these
materials. No representation is made that any performance or
return indicated herein will be achieved. This information may
not be used or otherwise disseminated in connection with the
offer or sale of these or any other securities, except in
connection with the initial offer or sale of these securities
to you to the extent set forth below. NO REPRESENTATION IS MADE
AS TO THE APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS
OF THESE MATERIALS OR THE ASSUMPTIONS ON WHICH THEY ARE BASED.
The underwriters disclaim any and all liability relating to
this information, including without limitation, any express or
implied representations and warranties for, statements
contained in, and omissions from this information. Additional
information is available upon request. These materials do no
constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument or to
participate in any particular trading strategy. ANY SUCH OFFER
TO BUY OR SELL ANY SECURITY WOULD BE MADE PURSUANT TO A
DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED BY THE
ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED
IN THESE MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT
WILL CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH
SECURITY OFFERED THEREBY AND ANY DECISION TO INVEST IN SUCH
SECURITIES SHOULD BE MADE SOLELY RELIANCE UPON SUCH PROSPECTUS
AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT NOT
DEFINED HEREIN ARE TO BE READ IN CONJUNCTION WITH SUCH
PROSPECTUS AND PROSPECTUS SUPPLEMENT. In the event of any such
offering, these materials, including any description of the
intangible transition property contained herein, shall be
deemed superseded, amended and supplemented in their entirety
by such Prospectus and Prospectus Supplement. To Our Readers
Worldwide: In addition, please note that this information has
been provided by Morgan Stanley & Co. Incorporated and approved
by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd.
We recommend that investors obtain the advice of their Morgan
Stanley & Co. International Limited or Morgan Stanley Japan
Ltd. representative about the investment concerned. NOT FOR
DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
<PAGE>
- -------------------------------------------------------------------------------
Morgan Stanley DEAN WITTER [WORLD MAP APPEARS HERE] [LOGO] JULY 23, 1999
Asset Backed Securities Group
ABS Capital Markets Desk
- --------------------------------------------------------------------------------
First Principal Payment: December 27, 1999
Day Count Basis: 90/360
Credit Enhancement: Mandatory true-up mechanism - enables rates charged
to customers to be adjusted to cover scheduled debt
service, fund overcollateralization and replenish
capital subaccount
Capital subaccount (upfront deposit of 0.5% of
initial aggregate principal balance)
Overcollateralization subaccount (initially, $0,
targeted to be funded in equal increments of
$327,027 over expected life of Transition Bonds)
True-Up Adjustments: Adjustment
True-up Frequency Dates
------------------------------- --------------------
Annually 1/1/00 - 1/1/08
Quarterly 7/1/08 & 10/1/08
Monthly 1/1/09 - 5/1/09
Optional Clean-up Call: 5% of initial aggregate principal balance.
ERISA Eligibility: All classes, subject to applicable ERISA exemptions.
- --------------------------------------------------------------------------------
This information has been prepared in connection with the
issuance of the securities described herein, and is based on
information provided by PP&L, Inc. with respect to the expected
characteristics of the intangible transition property securing
these securities. The actual characteristics and performance of
the intangible transition property will differ from the
assumptions used in preparing these materials, which are
hypothetical in nature. Changes in the assumptions may have a
material impact on the information set forth in these
materials. No representation is made that any performance or
return indicated herein will be achieved. This information may
not be used or otherwise disseminated in connection with the
offer or sale of these or any other securities, except in
connection with the initial offer or sale of these securities
to you to the extent set forth below. NO REPRESENTATION IS MADE
AS TO THE APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS
OF THESE MATERIALS OR THE ASSUMPTIONS ON WHICH THEY ARE BASED.
The underwriters disclaim any and all liability relating to
this information, including without limitation, any express or
implied representations and warranties for, statements
contained in, and omissions from this information. Additional
information is available upon request. These materials do no
constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument or to
participate in any particular trading strategy. ANY SUCH OFFER
TO BUY OR SELL ANY SECURITY WOULD BE MADE PURSUANT TO A
DEFINITIVE PROSPECTUS AND PROSPECTUS SUPPLEMENT PREPARED BY THE
ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED
IN THESE MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT
WILL CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH
SECURITY OFFERED THEREBY AND ANY DECISION TO INVEST IN SUCH
SECURITIES SHOULD BE MADE SOLELY RELIANCE UPON SUCH PROSPECTUS
AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT NOT
DEFINED HEREIN ARE TO BE READ IN CONJUNCTION WITH SUCH
PROSPECTUS AND PROSPECTUS SUPPLEMENT. In the event of any such
offering, these materials, including any description of the
intangible transition property contained herein, shall be
deemed superseded, amended and supplemented in their entirety
by such Prospectus and Prospectus Supplement. To Our Readers
Worldwide: In addition, please note that this information has
been provided by Morgan Stanley & Co. Incorporated and approved
by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd.
We recommend that investors obtain the advice of their Morgan
Stanley & Co. International Limited or Morgan Stanley Japan
Ltd. representative about the investment concerned. NOT FOR
DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
<PAGE>
- --------------------------------------------------------------------------------
Morgan Stanley DEAN WITTER
Asset Backed Securities Group [WORLD MAP APPEARS HERE] [LOGO] July 23, 1999
ABS Capital Markets Desk
- --------------------------------------------------------------------------------
Projected Transition Bond Amortization Schedule
-----------------------------------------------
PP&L will file true-up requests with the PPUC to adjust ITCs so that, among
other things, the actual class balance matches the projected class balance by
the appropriate payment date.
<TABLE>
<CAPTION>
Class A-1 Class A-2 Class A-3 Class A-4
--------- --------- --------- ---------
Distribution Date
- -----------------
<S> <C> <C> <C> <C>
Aug-99 297,000,000 177,000,000 306,000,000 201,000,000
Dec-99 266,559,565 177,000,000 306,000,000 201,000,000
Mar-00 204,053,410 177,000,000 306,000,000 201,000,000
Jun-00 143,704,566 177,000,000 306,000,000 201,000,000
Sep-00 91,116,434 177,000,000 306,000,000 201,000,000
Dec-00 38,762,414 177,000,000 306,000,000 201,000,000
Mar-01 - 149,751,138 306,000,000 201,000,000
Jun-01 - 86,247,750 306,000,000 201,000,000
Sep-01 - 30,384,692 306,000,000 201,000,000
Dec-01 - - 280,655,795 201,000,000
Mar-02 - - 212,647,481 201,000,000
Jun-02 - - 148,378,754 201,000,000
Sep-02 - - 91,469,269 201,000,000
Dec-02 - - 34,620,851 201,000,000
Mar-03 - - - 166,001,060
Jun-03 - - - 99,184,917
Sep-03 - - - 39,527,611
Dec-03 - - - -
Mar-04 - - - -
Jun-04 - - - -
Sep-04 - - - -
Dec-04 - - - -
Mar-05 - - - -
Jun-05 - - - -
Sep-05 - - - -
Dec-05 - - - -
Mar-06 - - - -
Jun-06 - - - -
Sep-06 - - - -
Dec-06 - - - -
Mar-07 - - - -
Jun-07 - - - -
Sep-07 - - - -
Dec-07 - - - -
Mar-08 - - - -
Jun-08 - - - -
Sep-08 - - - -
Dec-08 - - - -
</TABLE>
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by PP&L,
Inc. with respect to the expected characteristics of the intangible
transition property securing these securities. The actual characteristics
and performance of the intangible transition property will differ from the
assumptions used in preparing these materials, which are hypothetical in
nature. Changes in the assumptions may have a material impact on the
information set forth in these materials. No representation is made that
any performance or return indicated herein will be achieved. This
information may not be used or otherwise disseminated in connection with
the offer or sale of these or any other securities, except in connection
with the initial offer or sale of these securities to you to the extent set
forth below. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS
ON WHICH THEY ARE BASED. The underwriters disclaim any and all liability
relating to this information, including without limitation, any express or
implied representations and warranties for, statements contained in, and
omissions from this information. Additional information is available upon
request. These materials do no constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any particular trading strategy. ANY SUCH OFFER TO BUY OR
SELL ANY SECURITY WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND
PROSPECTUS SUPPLEMENT PREPARED BY THE ISSUER WHICH WOULD CONTAIN MATERIAL
INFORMATION NOT CONTAINED IN THESE MATERIALS. SUCH PROSPECTUS AND
PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF
ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO INVEST IN SUCH
SECURITIES SHOULD BE MADE SOLELY RELIANCE UPON SUCH PROSPECTUS AND
PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN
ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS
SUPPLEMENT. In the event of any such offering, these materials, including
any description of the intangible transition property contained herein,
shall be deemed superseded, amended and supplemented in their entirety by
such Prospectus and Prospectus Supplement. To Our Readers Worldwide: In
addition, please note that this information has been provided by Morgan
Stanley & Co. Incorporated and approved by Morgan Stanley & Co.
International Limited, a member of the Securities and Futures Authority,
and Morgan Stanley Japan Ltd. We recommend that investors obtain the
advice of their Morgan Stanley & Co. International Limited or Morgan
Stanley Japan Ltd. representative about the investment concerned. NOT FOR
DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
<PAGE>
- --------------------------------------------------------------------------------
Morgan Stanley DEAN WITTER
Asset Backed Securities Group [WORLD MAP APPEARS HERE] [LOGO] July 23, 1999
ABS Capital Markets Desk
- --------------------------------------------------------------------------------
Projected Transition Bond Amortization Schedule (cont.)
------------------------------------------------------
PP&L will file true-up requests with the PPUC to adjust ITCs so that, among
other things, the actual class balance matches the projected class balance by
the appropriate payment date.
<TABLE>
<CAPTION>
Class A-5 Class A-6 Class A-7 Class A-8
----------- ----------- ----------- -----------
Distribution Date
<S> <C> <C> <C> <C>
Aug-99 314,000,000 221,000,000 455,000,000 449,000,000
Dec-99 314,000,000 221,000,000 455,000,000 449,000,000
Mar-00 314,000,000 221,000,000 455,000,000 449,000,000
Jun-00 314,000,000 221,000,000 455,000,000 449,000,000
Sep-00 314,000,000 221,000,000 455,000,000 449,000,000
Dec-00 314,000,000 221,000,000 455,000,000 449,000,000
Mar-01 314,000,000 221,000,000 455,000,000 449,000,000
Jun-01 314,000,000 221,000,000 455,000,000 449,000,000
Sep-01 314,000,000 221,000,000 455,000,000 449,000,000
Dec-01 314,000,000 221,000,000 455,000,000 449,000,000
Mar-02 314,000,000 221,000,000 455,000,000 449,000,000
Jun-02 314,000,000 221,000,000 455,000,000 449,000,000
Sep-02 314,000,000 221,000,000 455,000,000 449,000,000
Dec-02 314,000,000 221,000,000 455,000,000 449,000,000
Mar-03 314,000,000 221,000,000 455,000,000 449,000,000
Jun-03 314,000,000 221,000,000 455,000,000 449,000,000
Sep-03 314,000,000 221,000,000 455,000,000 449,000,000
Dec-03 293,853,466 221,000,000 455,000,000 449,000,000
Mar-04 222,064,335 221,000,000 455,000,000 449,000,000
Jun-04 153,456,302 221,000,000 455,000,000 449,000,000
Sep-04 91,747,481 221,000,000 455,000,000 449,000,000
Dec-04 29,941,831 221,000,000 455,000,000 449,000,000
Mar-05 - 178,290,889 455,000,000 449,000,000
Jun-05 - 109,598,598 455,000,000 449,000,000
Sep-05 - 47,398,746 455,000,000 449,000,000
Dec-05 - - 440,033,785 449,000,000
Mar-06 - - 364,376,620 449,000,000
Jun-06 - - 289,717,482 449,000,000
Sep-06 - - 221,531,629 449,000,000
Dec-06 - - 153,076,664 449,000,000
Mar-07 - - 73,171,986 449,000,000
Jun-07 - - - 445,236,212
Sep-07 - - - 374,528,973
Dec-07 - - - 303,463,119
Mar-08 - - - 222,081,081
Jun-08 - - - 144,299,279
Sep-08 - - - 72,361,647
Dec-08 - - - -
</TABLE>
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by PP&L,
Inc. with respect to the expected characteristics of the intangible
transition property securing these securities. The actual characteristics
and performance of the intangible transition property will differ from the
assumptions used in preparing these materials, which are hypothetical in
nature. Changes in the assumptions may have a material impact on the
information set forth in these materials. No representation is made that
any performance or return indicated herein will be achieved. This
information may not be used or otherwise disseminated in connection with
the offer or sale of these or any other securities, except in connection
with the initial offer or sale of these securities to you to the extent set
forth below. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS
ON WHICH THEY ARE BASED. The underwriters disclaim any and all liability
relating to this information, including without limitation, any express or
implied representations and warranties for, statements contained in, and
omissions from this information. Additional information is available upon
request. These materials do no constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any particular trading strategy. ANY SUCH OFFER TO BUY OR
SELL ANY SECURITY WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND
PROSPECTUS SUPPLEMENT PREPARED BY THE ISSUER WHICH WOULD CONTAIN MATERIAL
INFORMATION NOT CONTAINED IN THESE MATERIALS. SUCH PROSPECTUS AND
PROSPECTUS SUPPLEMENT WILL CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF
ANY SUCH SECURITY OFFERED THEREBY AND ANY DECISION TO INVEST IN SUCH
SECURITIES SHOULD BE MADE SOLELY RELIANCE UPON SUCH PROSPECTUS AND
PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN
ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS
SUPPLEMENT. In the event of any such offering, these materials, including
any description of the intangible transition property contained herein,
shall be deemed superseded, amended and supplemented in their entirety by
such Prospectus and Prospectus Supplement. To Our Readers Worldwide: In
addition, please note that this information has been provided by Morgan
Stanley & Co. Incorporated and approved by Morgan Stanley & Co.
International Limited, a member of the Securities and Futures Authority,
and Morgan Stanley Japan Ltd. We recommend that investors obtain the
advice of their Morgan Stanley & Co. International Limited or Morgan
Stanley Japan Ltd. representative about the investment concerned. NOT FOR
DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
<PAGE>
- --------------------------------------------------------------------------------
Morgan Stanley DEAN WITTER [WORLD MAP APPEARS HERE] [LOGO] JULY 23, 1999
Asset Backed Securities Group
ABS Capital Markets Desk
- --------------------------------------------------------------------------------
Decrement Table To Maturity
---------------------------
<TABLE>
<CAPTION>
Class A-1 Class A-2 Class A-3 Class A-4
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Distribution Date
Aug-99 100 100 100 100
Dec-99 90 100 100 100
Mar-00 69 100 100 100
Jun-00 48 100 100 100
Sep-00 31 100 100 100
Dec-00 13 100 100 100
Mar-01 - 85 100 100
Jun-01 - 49 100 100
Sep-01 - 17 100 100
Dec-01 - - 92 100
Mar-02 - - 69 100
Jun-02 - - 48 100
Sep-02 - - 30 100
Dec-02 - - 11 100
Mar-03 - - - 83
Jun-03 - - - 49
Sep-03 - - - 20
Dec-03 - - - -
Mar-04 - - - -
Jun-04 - - - -
Sep-04 - - - -
Dec-04 - - - -
Mar-05 - - - -
Jun-05 - - - -
Sep-05 - - - -
Dec-05 - - - -
Mar-06 - - - -
Jun-06 - - - -
Sep-06 - - - -
Dec-06 - - - -
Mar-07 - - - -
Jun-07 - - - -
Sep-07 - - - -
Dec-07 - - - -
Mar-08 - - - -
Jun-08 - - - -
Sep-08 - - - -
Dec-08 - - - -
</TABLE>
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by PP&L, Inc.
with respect to the expected characteristics of the intangible transition
property securing these securities. The actual characteristics and performance
of the intangible transition property will differ from the assumptions used in
preparing these materials, which are hypothetical in nature. Changes in the
assumptions may have a material impact on the information set forth in these
materials. No representation is made that any performance or return indicated
herein will be achieved. This information may not be used or otherwise
disseminated in connection with the offer or sale of these or any other
securities, except in connection with the initial offer or sale of these
securities to you to the extent set forth below. NO REPRESENTATION IS MADE AS TO
THE APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR
THE ASSUMPTIONS ON WHICH THEY ARE BASED. The underwriters disclaim any and all
liability relating to this information, including without limitation, any
express or implied representations and warranties for, statements contained in,
and omissions from this information. Additional information is available upon
request. These materials do no constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any particular trading strategy. ANY SUCH OFFER TO BUY OR SELL
ANY SECURITY WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS
SUPPLEMENT PREPARED BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT
CONTAINED IN THESE MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL
CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY
AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY RELIANCE
UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT
NOT DEFINED HEREIN ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND
PROSPECTUS SUPPLEMENT. In the event of any such offering, these materials,
including any description of the intangible transition property contained
herein, shall be deemed superseded, amended and supplemented in their entirety
by such Prospectus and Prospectus Supplement. To Our Readers Worldwide: In
addition, please note that this information has been provided by Morgan Stanley
& Co. Incorporated and approved by Morgan Stanley & Co. International Limited, a
member of the Securities and Futures Authority, and Morgan Stanley Japan Ltd. We
recommend that investors obtain the advice of their Morgan Stanley & Co.
International Limited or Morgan Stanley Japan Ltd. representative about the
investment concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY
THE U.K. SECURITIES AND FUTURES AUTHORITY.
<PAGE>
- --------------------------------------------------------------------------------
Morgan Stanley DEAN WITTER [WORLD MAP APPEARS HERE] [LOGO] JULY 23, 1999
Asset Backed Securities Group
ABS Capital Markets Desk
- --------------------------------------------------------------------------------
Decrement Table To Maturity (cont.)
------------------------------------
<TABLE>
<CAPTION>
Class A-5 Class A-6 Class A-7 Class A-8
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Distribution Date
Aug-99 100 100 100 100
Dec-99 100 100 100 100
Mar-00 100 100 100 100
Jun-00 100 100 100 100
Sep-00 100 100 100 100
Dec-00 100 100 100 100
Mar-01 100 100 100 100
Jun-01 100 100 100 100
Sep-01 100 100 100 100
Dec-01 100 100 100 100
Mar-02 100 100 100 100
Jun-02 100 100 100 100
Sep-02 100 100 100 100
Dec-02 100 100 100 100
Mar-03 100 100 100 100
Jun-03 100 100 100 100
Sep-03 100 100 100 100
Dec-03 94 100 100 100
Mar-04 71 100 100 100
Jun-04 49 100 100 100
Sep-04 29 100 100 100
Dec-04 10 100 100 100
Mar-05 - 81 100 100
Jun-05 - 50 100 100
Sep-05 - 21 100 100
Dec-05 - - 97 100
Mar-06 - - 80 100
Jun-06 - - 64 100
Sep-06 - - 49 100
Dec-06 - - 34 100
Mar-07 - - 16 100
Jun-07 - - - 99
Sep-07 - - - 83
Dec-07 - - - 68
Mar-08 - - - 49
Jun-08 - - - 32
Sep-08 - - - 16
Dec-08 - - - -
</TABLE>
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by PP&L, Inc.
with respect to the expected characteristics of the intangible transition
property securing these securities. The actual characteristics and performance
of the intangible transition property will differ from the assumptions used in
preparing these materials, which are hypothetical in nature. Changes in the
assumptions may have a material impact on the information set forth in these
materials. No representation is made that any performance or return indicated
herein will be achieved. This information may not be used or otherwise
disseminated in connection with the offer or sale of these or any other
securities, except in connection with the initial offer or sale of these
securities to you to the extent set forth below. NO REPRESENTATION IS MADE AS TO
THE APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR
THE ASSUMPTIONS ON WHICH THEY ARE BASED. The underwriters disclaim any and all
liability relating to this information, including without limitation, any
express or implied representations and warranties for, statements contained in,
and omissions from this information. Additional information is available upon
request. These materials do no constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any particular trading strategy. ANY SUCH OFFER TO BUY OR SELL
ANY SECURITY WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS
SUPPLEMENT PREPARED BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT
CONTAINED IN THESE MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL
CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY
AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY RELIANCE
UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT
NOT DEFINED HEREIN ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND
PROSPECTUS SUPPLEMENT. In the event of any such offering, these materials,
including any description of the intangible transition property contained
herein, shall be deemed superseded, amended and supplemented in their entirety
by such Prospectus and Prospectus Supplement. To Our Readers Worldwide: In
addition, please note that this information has been provided by Morgan Stanley
& Co. Incorporated and approved by Morgan Stanley & Co. International Limited, a
member of the Securities and Futures Authority, and Morgan Stanley Japan Ltd. We
recommend that investors obtain the advice of their Morgan Stanley & Co.
International Limited or Morgan Stanley Japan Ltd. representative about the
investment concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY
THE U.K. SECURITIES AND FUTURES AUTHORITY.
<PAGE>
- --------------------------------------------------------------------------------
Morgan Stanley DEAN WITTER [WORLD MAP APPEARS HERE] [LOGO] JULY 23, 1999
Asset Backed Securities Group
ABS Capital Markets Desk
- --------------------------------------------------------------------------------
Average Life Sensitivity to Decreases in Forecasted Sales
----------------------------------------------------------
The following table highlights the sensitivity of the average lives of the
various classes to decreases in forecasted sales.
<TABLE>
<CAPTION>
Targeted Annual Declines in Forecasted Energy Consumption
--------------------------------------------------------
Class Avg. Life 0% 5% 10% 15%
- ---------- --------- --------- --------- ---------- ----------------
<S> <C> <C> <C> <C> <C>
A-1 1.0 yr. 1.0 yr. 1.0 yr. 1.0 yr. 1.1 yr.
A-2 2.0 2.0 2.0 2.1 2.2
A-3 3.0 3.0 3.0 3.1 3.2
A-4 4.0 4.0 4.0 4.1 4.2
A-5 5.0 5.0 5.0 5.1 5.2
A-6 6.0 6.0 6.0 6.1 6.2
A-7 7.2 7.2 7.2 7.3 7.4
A-8 8.7 8.7 8.7 8.8 8.8
</TABLE>
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by PP&L, Inc.
with respect to the expected characteristics of the intangible transition
property securing these securities. The actual characteristics and performance
of the intangible transition property will differ from the assumptions used in
preparing these materials, which are hypothetical in nature. Changes in the
assumptions may have a material impact on the information set forth in these
materials. No representation is made that any performance or return indicated
herein will be achieved. This information may not be used or otherwise
disseminated in connection with the offer or sale of these or any other
securities, except in connection with the initial offer or sale of these
securities to you to the extent set forth below. NO REPRESENTATION IS MADE AS TO
THE APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR
THE ASSUMPTIONS ON WHICH THEY ARE BASED. The underwriters disclaim any and all
liability relating to this information, including without limitation, any
express or implied representations and warranties for, statements contained in,
and omissions from this information. Additional information is available upon
request. These materials do no constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any particular trading strategy. ANY SUCH OFFER TO BUY OR SELL
ANY SECURITY WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS
SUPPLEMENT PREPARED BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT
CONTAINED IN THESE MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL
CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY
AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY RELIANCE
UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT
NOT DEFINED HEREIN ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND
PROSPECTUS SUPPLEMENT. In the event of any such offering, these materials,
including any description of the intangible transition property contained
herein, shall be deemed superseded, amended and supplemented in their entirety
by such Prospectus and Prospectus Supplement. To Our Readers Worldwide: In
addition, please note that this information has been provided by Morgan Stanley
& Co. Incorporated and approved by Morgan Stanley & Co. International Limited, a
member of the Securities and Futures Authority, and Morgan Stanley Japan Ltd. We
recommend that investors obtain the advice of their Morgan Stanley & Co.
International Limited or Morgan Stanley Japan Ltd. representative about the
investment concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY
THE U.K. SECURITIES AND FUTURES AUTHORITY.
