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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 27, 1997
FILE NO. 333-20661
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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<S> <C> <C>
PENNSYLVANIA POWER & LIGHT COMPANY PENNSYLVANIA 23-0959590
PP&L CAPITAL TRUST DELAWARE 23-7879922
(EXACT NAME OF REGISTRANT AS (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
SPECIFIED IN ITS CHARTER) OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
TWO NORTH NINTH STREET
ALLENTOWN, PENNSYLVANIA 18101
610/774-5151
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JOHN R. BIGGAR
VICE PRESIDENT-FINANCE
PENNSYLVANIA POWER & LIGHT COMPANY
TWO NORTH NINTH STREET
ALLENTOWN, PENNSYLVANIA 18101
610/774-5151
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
VINCENT PAGANO, JR. ROBERT B. HIDEN, JR.
SIMPSON THACHER & BARTLETT SULLIVAN & CROMWELL
425 LEXINGTON AVENUE 125 BROAD STREET
NEW YORK, NEW YORK 10017 NEW YORK, NEW YORK 10004
(212) 455-2000 (212) 558-1000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
___________________________
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX.[ ]
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933 OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. [ ]
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING
PURSUANT TO RULE 462(b) UNDER THE SECURITIES ACT, PLEASE CHECK THE FOLLOWING BOX
AND LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER
EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING. [ ]
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(c)
UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT
FOR THE SAME OFFERING. [ ]
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX. [ ]
___________________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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EXPLANATORY NOTE
This Amendment No. 2 to the Registration Statement on Form S-3 filed by
Pennsylvania Power & Light Company, a Pennsylvania corporation and depositor of
PP&L Capital Trust, is being filed for the sole purpose of filing Exhibit 5.3 to
the above referenced Registration Statement, which was omitted from Amendment
No. 1 thereto due to a technical error.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, PENNSYLVANIA
POWER & LIGHT COMPANY CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE
THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILLING ON FORM S-3 AND HAS DULY
CAUSED THIS AMENDMENT NO. 2 TO THE REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
ALLENTOWN, AND COMMONWEALTH OF PENNSYLVANIA, ON THE 27TH DAY OF MARCH, 1997.
PENNSYLVANIA POWER & LIGHT COMPANY
By: /s/ William F. Hecht
---------------------------------------
William F. Hecht, Chairman, President
and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
AMENDMENT NO. 2 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 27TH DAY OF MARCH,
1997.
SIGNATURE TITLE
--------- -----
/s/ William F. Hecht Principal Executive
- --------------------------------------------------- Officer and Director
WILLIAM F. HECHT, CHAIRMAN, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
/s/ R.E. Hill Principal Financial
- --------------------------------------------------- Officer
R.E. HILL, SENIOR VICE PRESIDENT--FINANCIAL
/s/ J.J. McCabe Principal Accounting
- --------------------------------------------------- Officer
J.J. MCCABE, VICE PRESIDENT AND CONTROLLER
E. ALLEN DEAVER, NANCE K. DICCIANI, WILLIAM J. } Directors
FLOOD, ELMER D. GATES, DEREK C. HATHAWAY, }
STUART HEYDT, CLIFFORD L. JONES, RUTH LEVENTHAL, }
FRANK A. LONG AND NORMAN ROBERTSON }
By /s/ William F. Hecht
-------------------------------------
WILLIAM F. HECHT, ATTORNEY-IN-FACT
II-4
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PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, PP&L
CAPITAL TRUST CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED
THIS AMENDMENT NO. 2 TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
ALLENTOWN, AND COMMONWEALTH OF PENNSYLVANIA, ON THE 27TH DAY OF MARCH, 1997.
PP&L CAPITAL TRUST
By: Pennsylvania Power & Light Company,
as Depositor
By: /s/ William F. Hecht
-------------------------------------
William F. Hecht, Chairman, President
and Chief Executive Officer
II-5
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PENNSYLVANIA POWER AND LIGHT COMPANY
EXHIBIT INDEX
The following Exhibits indicated by an asterisk preceding the Exhibit
number is filed herewith. The balance of the Exhibits have been filed by
previous amendment.
1.1 Proposed form of Underwriting Agreement for Preferred Securities.
4.1 Form of Junior Subordinated Indenture between the Company and The
Chase Manhattan Bank, as Debenture Trustee.
4.2 Certificate of Trust of PP&L Capital Trust.
4.3 Trust Agreement of PP&L Capital Trust.
4.4 Form of Amended and Restated Trust Agreement.
4.5 Form of Preferred Security Certificate for PP&L Capital Trust.
4.6 Form of Guarantee Agreement.
5.1 Opinion of Michael A. McGrail, Esq., relating to the legality of the
Subordinated Debentures and the Guarantee.
5.2 Opinion of Simpson Thacher & Bartlett, relating to the legality of
the Subordinated Debentures and the Guarantee.
*5.3 Opinion of Richards, Layton & Finger, special Delaware counsel,
relating to the legality of the Preferred Securities of PP&L Capital
Trust.
8.1 Opinion of Simpson Thacher & Bartlett, as to certain United States
federal income tax matters.
12.1 Statement re: Computation of Ratio of Earnings to Fixed Charges
12.2 Statement re: Computation of Ratio of Earnings to Combined Fixed
Charges and Preferred Dividends.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Simpson Thacher & Bartlett (included in Exhibit 5.2
hereto).
23.4 Consent of Richards, Layton & Finger, special Delaware counsel
(included in Exhibit 5.3 hereto).
23.5 Consent of Simpson Thacher & Bartlett (included in Exhibit 8.1
hereto).
24.1 Powers of Attorney (previously filed).
25.1 Statement of Eligibility under the Trust Indenture Act of 1939 of
The Chase Manhattan Bank, as Trustee under the Junior Subordinated
Indenture.
25.2 Statement of Eligibility under the Trust Indenture Act of 1939 of
The Chase Manhattan Bank, as Property Trustee under the Amended and
Restated Trust Agreement of PP&L Capital Trust.
25.3 Statement of Eligibility under the Trust Indenture Act of 1939 of
The Chase Manhattan Bank, as Guarantee Trustee under the Guarantee
for PP&L Capital Trust.
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EXHIBIT 5.3
Richards, Layton & Finger
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
Telephone (302) 658-6541
March 25, 1997
PP&L Capital Trust
c/o Pennsylvania Power & Light Company
2 North ninth Street
Allentown, PA 18101
Re: PP&L Capital Trust
------------------
Ladies and Gentlemen:
We have acted as special Delaware counsel for Pennsylvania Power & Light
Company, a Pennsylvania corporation (the "Company"), and PP&L Capital Trust, a
Delaware business trust (the "Trust" ), in connection with the matters set forth
herein. At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:
(a) The Certificate of Trust of the Trust, dated January 28, 1997 as filed
with the office of the Secretary of State of the State of Delaware (the
"Secretary of State") on January 28, 1997;
(b) The Trust Agreement of the Trust, dated as of January 28, 1997 between
the Company and the trustees of the Trust named therein;
(c) The Registration Statement (the "Registration Statement") on Form S-3,
including a prospectus with respect to the Trust (the "Prospectus"), relating to
the Trust Originated Preferred Securities of the Trust representing preferred
undivided beneficial interests in the assets of the Trust (each, a "Security"
and collectively, the "Securities"), filed by the
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PP&L Capital Trust
March 25, 1997
Page 2
Company and the Trust with the Securities and Exchange Commission on or about
March 25, 1997;
(d) A form of Amended and Restated Trust Agreement for the Trust, to be
entered into between the Company, the trustees of the Trust named therein, and
the holders, from time to time, of the undivided beneficial interests in the
assets of the Trust (the "Trust Agreement"), attached as an exhibit to the
Registration Statement; and
(e) A Certificate of Good Standing for the Trust, dated March 25, 1997,
obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are used
as defined in the Trust Agreement.
For purposes of this opinion, we have not reviewed any documents other than
the documents listed in paragraphs (a) through (e) above. In particular, we
have not reviewed any document (other than the documents listed in paragraphs
(a) through (e) above) that is referred to in or incorporated by reference into
the documents reviewed by us. We have assumed that there exists no provision in
any document that we have not reviewed that is inconsistent with the opinions
stated herein. We have conducted no independent factual investigation of our
own but rather have relied solely upon the foregoing documents, the statements
and information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the Trust Agreement
and the Certificate of Trust are in full force and effect and have not been
amended, (ii) except to the extent provided in paragraph 1 below, the due
organization or due formation, as the case may be, and valid existence in good
standing of each party to the documents examined by us under the laws of the
jurisdiction governing its creation, organization or formation, (iii) the legal
capacity of natural persons who are parties to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations under, such
documents, (v) the due authorization, execution and delivery by all parties
thereto of all documents examined by us, (vi) the receipt by each Person to whom
a Security is to be issued by the Trust (collectively, the "Security Holders")
of a certificate for such Security in the form prescribed by the Trust Agreement
and the payment for such Security, in accordance with the Trust Agreement and
the Registration Statement, and (vii) that the
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PP&L Capital Trust
March 25, 1997
Page 3
Securities are issued and sold to the Security Holders in accordance with the
Trust Agreement and the Registration Statement. We have not participated in the
preparation of the Registration Statement and assume no responsibility for its
contents.
This opinion is limited to the laws of the State of Delaware (excluding the
securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder which are
currently in effect.
Based upon the foregoing, and upon our examination of such questions of law
and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act.
2. The Securities of the Trust will represent valid and, subject to
the qualifications set forth in paragraph 3 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.
3. The Security Holders, as beneficial owners of the Trust, will be
entitled to the same limitation of personal liability extended to stockholders
of private corporations for profit organized under the General Corporation Law
of the State of Delaware. We note that the Security Holders may be obligated to
make payments as set forth in the Trust Agreement.
We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. We hereby consent to
the use of our name under the heading "Legal Matters" in the Prospectus and
"Legal Opinions" in the Prospectus Supplements. In giving the foregoing
consents, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
thereunder. Except as stated above, without our prior written consent, this
opinion may not be furnished or quoted to, or relied upon by, any other person
for any purpose.
Very truly yours,
EAM/JLJ
