<PAGE>
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 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ________ to ________
Commission file number 1-905
A. Full title of the plan and the address of the plan,
if different from that of the issuer named below:
PENNSYLVANIA POWER & LIGHT COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
PP&L RESOURCES, INC.
TWO NORTH NINTH STREET
ALLENTOWN, PENNSYLVANIA 18101-1179
<PAGE> Thirty South Seventeenth Street
Philadelphia, PA 19103-4094
Telephone (215) 575-5000
Price Waterhouse LLP (logo appears here)
Report of Independent Accountants
June 25, 1996
To the Employee Benefit Plan Board of
Pennsylvania Power & Light Company
In our opinion, the accompanying statement of net assets
available for benefits and the related statement of changes in
net assets available for benefits present fairly, in all material
respects, the net assets available for benefits of the
Pennsylvania Power & Light Company Employee Stock Ownership Plan
(the Plan) at December 31, 1995, and the changes in net assets
available for benefits for the year, in conformity with
generally accepted accounting principles. These financial
statements are the responsibility of the Plan's management; our
responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit of these
statements in accordance with generally accepted auditing
standards which 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, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for the
opinion expressed above. The financial statements of the
Pennsylvania Power & Light Company Employee Stock Ownership Plan
for the year ended December 31, 1994 were audited by other
independent accountants whose report dated March 10, 1995
expressed an unqualified opinion on those statements.
Our audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules of assets held for investment purposes and of
reportable transactions are presented for purposes of additional
analysis and are not a required part of the basic financial
statements but are 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 schedules have been subjected to the
auditing procedures applied in the audit of the basic financial
statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
(Price Waterhouse signature)
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(Deloitte & Touche LLP logo appears here)
Two Hilton Court
P. O. Box 319
Parsippany, New Jersey 07054-0319
Telephone: (201) 631-7000
Facsimile: (201) 631-7459
INDEPENDENT AUDITORS' REPORT
To the Employee Benefit Plan Board of
Pennsylvania Power & Light Company
We have audited the accompanying statement of net assets
available for benefits of the Pennsylvania Power & Light Company
Employee Stock Ownership Plan as of December 31, 1994, and the
related statement of changes in net assets available for benefits
for the year then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is
to express an opinion on these financial statements based on our
audit.
We conducted our audit in accordance with generally accepted
auditing standards. 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 audit provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all
material respects, the net assets available for benefits of the
Plan at December 31, 1994, and the changes in net assets
available for benefits for the year then ended in conformity with
generally accepted accounting principles.
(signed Deloitte & Touche LLP)
March 10, 1995
(D&T Logo appears here)
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<TABLE>
PENNSYLVANIA POWER & LIGHT COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AT DECEMBER 31, 1995 AND 1994
<CAPTION>
ASSETS 1995 1994
<S> <C> <C>
INVESTMENT - Common stock, at fair value;
PP&L Resources, Inc., cost $95,240,168
(5,851,428 shares) $146,285,700
Pennsylvania Power & Light Company cost
$93,256,689 (5,840,770 shares) $110,974,630
DIVIDENDS RECEIVABLE................................... 2,340,352 2,299,512
148,626,052 113,274,142
LIABILITIES
DIVIDENDS PAYABLE TO PARTICIPANTS.......... 2,340,352 2,299,512
NET ASSETS AVAILABLE FOR BENEFITS
(100% VESTED)........................................ $146,285,700 $110,974,630
See Notes to Financial Statements.
</TABLE>
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<TABLE>
PENNSYLVANIA POWER & LIGHT COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
<CAPTION>
1995 1994
<S> <C> <C>
INCREASES:
Employer contributions............................. $6,706,046 $6,859,103
Dividend income.................................... 9,496,308 9,253,150
Unrealized appreciation of
investment (Note 5).............................. 33,327,591
Realized gain on sale of stock
(1995 proceeds $3,282,871, cost
$2,436,784; 1994 proceeds $1,194,149,
cost $894,542)................................... 846,087 299,607
Total increases................................ 50,376,032 16,411,860
DECREASES:
Dividend distributions to participants............. 9,496,308 9,253,150
Distributions of stock and cash
to active and terminated
participants..................................... 5,568,654 2,466,913
Unrealized depreciation of
investment (Note 5)................................................ 45,070,959
Total decreases................................ 15,064,962 56,791,022
NET INCREASE(DECREASE) .............................. 35,311,070 (40,379,162)
NET ASSETS AVAILABLE FOR BENEFITS AT
BEGINNING OF YEAR.................................. 110,974,630 151,353,792
NET ASSETS AVAILABLE FOR BENEFITS AT
END OF YEAR........................................ $146,285,700 $110,974,630
See Notes to Financial Statements.
</TABLE>
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PENNSYLVANIA POWER & LIGHT COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION
The Pennsylvania Power & Light Company Employee Stock Ownership Plan
(Plan) was adopted effective January 1, 1975 and most recently amended
effective January 1, 1996. Effective April 27, 1995, PP&L Resources,
Inc. (Resources), became the parent holding company of Pennsylvania
Power & Light Company (PP&L). As of the effective date, the holders
of PP&L common stock, including the Plan, became holders of Resources
common stock and the stock certificates representing PP&L common stock
represent Resources' common stock. The Plan's cost basis for its
investment was not affected by this change from PP&L common stock to
Resources' common stock. Through April 1995, contributions to the
Plan were used to purchase for employees shares of common stock of
PP&L. Effective April 27, 1995, amounts contributed to the Plan are
used to purchase for employees shares of common stock of Resources.
The Plan requires that dividends on shares credited to participants'
accounts be paid in cash. Under existing income tax laws, PP&L or
Resources is permitted to deduct the amount of those dividends for
income tax purposes and to contribute the resulting tax savings
(dividend-based contribution) to the Plan. The dividend-based
contribution is used to buy shares of Resources' common stock and is
expressly conditioned upon the deductibility of the contribution for
federal income tax purposes.
Substantially all full-time employees of PP&L who have completed one
year of service are eligible to participate in the Plan. All amounts
contributed to the Plan are invested in shares of common stock of
Resources. The shares of common stock purchased with the dividend-
based contribution are allocated to participants' accounts, 75% on the
basis of shares held in a participant's account and 25% on the basis
of the participant's compensation.
The shares of common stock allocated to a participant's account may
not exceed the maximum permitted by law. All shares of common stock
credited to a participant's account are 100% vested and
nonforfeitable, but cannot be pledged as security by the employee.
Stock certificates representing shares in the Plan are held by the
Trustee.
Participants may elect to withdraw from their accounts common stock
which has been allocated with respect to a Plan year ending at least
84 months prior to the end of the Plan year in which the election is
made. Participants so electing receive cash or stock certificates for
the number of whole shares, cash for any fractional shares available
for withdrawal or may make a rollover to a qualified plan.
Participants who have attained age 55 and have completed ten years of
participation in the Plan may elect to withdraw a limited number of
shares added to their accounts after December 31, 1986. For the first
five years after meeting the requirement participants may withdraw up
to an aggregate of 25% of such shares. In the sixth year qualified
participants may withdraw up to an aggregate of 50% of such shares.
Upon termination of service with PP&L, participants are entitled to
receive cash or stock certificates for the number of whole shares,
cash for any fractional shares allocated to them or may make a
rollover to a qualified plan. Participants who terminate service with
PP&L and whose account balance exceeds $3,500 may defer distribution
of the shares of stock in the account until the earlier of age 65 or
death. Participants who terminate service with PP&L on or after age
55 may defer distribution of the shares of stock in the account up to
April 1 of the year following the year in which the participant
attains the age of 70-1/2.
A 10% federal excise tax is applicable to withdrawals from the Plan
made, generally, before a participant reaches age 59-1/2.
Resources has reserved the right to amend or terminate the Plan at any
time by or pursuant to action of its Board of Directors. Upon
termination of the Plan a procedure for distribution of all shares to
participants would be established.
The Plan complies with provisions of the Employee Retirement Income
Security Act of 1974.
2. SIGNIFICANT ACCOUNTING POLICIES
A. The Plan's common stock investment is stated at fair value. Fair
value is the quoted market price of Resources' or PP&L's common
stock. Realized gains and losses from the sale of stock by the
Trustee are based on the average cost of common stock held at the
time of sale.
B. Dividend income and dividend distributions to participants are
recorded on dividend record dates.
C. Distributions of stock and cash to terminated participants not
electing to defer distributions are recorded in the Plan year
during which service is terminated. Otherwise such distributions
are recorded as stock certificates are issued and cash is paid.
D. Distributions of stock and cash to active participants electing to
withdraw eligible shares are recorded in the Plan year in which
elections are received.
E. As of December 31, 1995, net assets available for benefits did not
include any benefits due to participants who have withdrawn from
participation in the Plan. As of December 31, 1994, net assets
available for benefits included benefits of $625,683 due to
participants who have withdrawn from participation in the Plan.
3. ADMINISTRATION
The Plan is administered by an Employee Benefit Plan Board (Board),
composed of certain PP&L officers, appointed by the Board of Directors
of PP&L. The Board of Directors of PP&L had appointed the individual
members of the Board as Trustees of the Plan. In October 1995, the
Board resigned as trustees of the Plan in favor of Mellon Bank.
Expenses incurred in the administration of the Plan are paid by PP&L
and the facilities of PP&L are used by the Plan at no charge.
4. TAX STATUS
In 1995, the Internal Revenue Service (IRS) issued a determination
letter that the Plan, as amended through November 1, 1995, continues
to be qualified under Section 401(a) of the Internal Revenue Code as a
stock bonus plan and constitutes an employee stock ownership plan
under Section 409A of the Internal Revenue Code.
Under present Federal income tax laws and regulations, a qualified
plan is not taxed on contributions received from Resources or
participants, on dividend income, on realized gains from the sale of
stock or on any unrealized appreciation of investments. A participant
in a qualified plan is not subject to Federal income tax on amounts
contributed by Resources until that participant receives a
distribution from the plan.
5. UNREALIZED APPRECIATION/(DEPRECIATION) OF INVESTMENT
The unrealized appreciation/(depreciation) of the investment in
Resources' common stock is as follows:
1995 1994
Balance at beginning
of year $17,717,941 $62,788,900
Change for the year 33,327,591 (45,070,959)
Balance at end of
year $51,045,532 $17,717,941
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PENNSYLVANIA POWER & LIGHT COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
<CAPTION>
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
Identity of Issue,
Borrower, Lessor, Current
or Similar Party Description of Investment Value Cost
<S> <C> <C> <C>
PP&L Resources, Inc. Common Stock - $0.01 par value $146,285,700 $95,240,168
</TABLE>
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<TABLE>
PENNSYLVANIA POWER & LIGHT COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
<CAPTION>
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1995
SERIES OF TRANSACTIONS, INVOLVING SECURITIES OF THE SAME ISSUE, IN EXCESS OF 5% OF THE CURRENT
VALUE OF NET ASSETS AVAILABLE FOR BENEFITS AT THE BEGINNING OF THE PLAN YEAR
CURRENT
VALUE OF
IDENTITY OF TOTAL TOTAL ASSET ON NET
PARTY PURCHASE SELLING COST OF TRANSACTION GAIN
INVOLVED DESCRIPTION OF ASSET PRICE PRICE ASSET DATE (LOSS)
<S> <C> <C> <C> <C> <C> <C>
The Employee Benefit Pennsylvania Power &
Plan Board of Light Co. and PP&L
Pennsylvania Power & Resources, Inc.
Light Company, as Common Stock:
Administrator for the Purchase of 272,670
Pa Power & Light shares $6,706,046 $6,706,046
Company Employee Stock
Ownership Plan Sale of 153,593 shares $3,282,871 $2,918,267 $3,282,871 $364,604
</TABLE>
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SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Employee Benefit Plan Board has duly caused
this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Pennsylvania Power & Light Company
Employee Stock Ownership Plan
By: (Signed) John M. Chappelear
John M. Chappelear
Chairman, Employee Benefit Plan Board
Pennsylvania Power & Light Company
Dated: June 28, 1996
