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Previous: UST CORP /MA/, 8-K/A, 1997-03-04 |
Next: PENNSYLVANIA POWER & LIGHT CO /PA, SC 13E4, 1997-03-04 |
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE
ACT OF 1934)
PENNSYLVANIA POWER & LIGHT COMPANY
(NAME OF ISSUER)
PP&L RESOURCES, INC.
(NAME OF PERSON FILING STATEMENT)
4 1/2% Preferred Stock
3.35% Series Preferred Stock
4.40% Series Preferred Stock
4.60% Series Preferred Stock
5.95% Series Preferred Stock
6.05% Series Preferred Stock
6.125% Series Preferred Stock
6.15% Series Preferred Stock
6.33% Series Preferred Stock, and
6.75% Series Preferred Stock
(TITLE OF CLASS OF SECURITIES)
(CUSIP No. 709051-40-3) (4 1/2% Preferred Stock)
(CUSIP No. 709051-20-5) (3.35% Series Preferred Stock)
(CUSIP No. 709051-30-4) (4.40% Series Preferred Stock)
(CUSIP No. 709051-50-2) (4.60% Series Preferred Stock)
(CUSIP No. 709051-66-8) (5.95% Series Preferred Stock)
(CUSIP No. 709051-65-0) (6.05% Series Preferred Stock)
(CUSIP No. 709051-68-4) (6.125% Series Preferred Stock)
(CUSIP No. 709051-64-3) (6.15% Series Preferred Stock)
(CUSIP No. 709051-69-2) (6.33% Series Preferred Stock)
(CUSIP No. 709051-67-6) (6.75% Series Preferred Stock)
(CUSIP NUMBER OF CLASS OF SECURITIES)
John R. Biggar
Vice President - Finance
Pennsylvania Power & Light Company
c/o PP&L Resources, Inc.
Two North Ninth Street
Allentown, Pennsylvania 18101
(Tel. No. 610-774-5151)
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S)
FILING STATEMENT)
This statement is filed in connection with (check the appropriate box):
Page 1 of 15 Pages
<PAGE>
a. [ ] The filing of solicitation materials or an information
statement subject to Regulation 14A [17 CFR 240.14a-1
to 240.14b-1], Regulation 14C [17 CFR 240.14c-1 to
240.14c-101] or Rule 13e-3 (c) [Sec. 240.13e-3(c)]
under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the
Securities Act of 1933.
c. [X] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or
information statement referred to in checking box (a)
are preliminary copies: [ ]
Page 2 of 15 Pages
<PAGE>
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
- ---------------------- --------------------
$465,471,815 $93,094
* Pursuant to Section 13(e)(3) of the Securities Exchange Act
of 1934, as amended, and Rule 0-11(b)(l) thereunder, the
transaction value was calculated by multiplying 530,189
shares of 4 1/2% Preferred Stock by its purchase price of
$80.00 per share, 41,783 shares of 3.35% Series Preferred
Stock by its purchase price of $52.02 per share, 228,773
shares of 4.40% Series Preferred Stock by its purchase price
of $70.51 per share, 63,000 shares of 4.60% Series Preferred
Stock by its purchase price of $73.72 per share, 300,000
shares of 5.95% Series Preferred Stock by its purchase price
of $103.93 per share, 250,000 shares of 6.05% Series
Preferred Stock by its purchase price of $104.37 per share,
1,150,000 shares of 6.125% Series Preferred Stock by its
purchase price of $103.68 per share, 250,000 shares of 6.15%
Series Preferred Stock by its purchase price of $104.72 per
share, 1,000,000 shares of 6.33% Series Preferred Stock by
its purchase price of $104.63 per share, and 850,000 shares
of 6.75% Series Preferred Stock by its purchase price of
$109.17 per share, and adding all of those numbers together.
/X/ CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY
RULE 0-(A)(2) AND IDENTIFY THE FILING WITH WHICH THE
OFFSETTING FEE WAS PREVIOUSLY PAID. IDENTIFY THE PREVIOUS
FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM OR
SCHEDULE, AND THE DATE OF ITS FILING.
Amount Previously Paid: Filing Party:
$465,471,815 PP&L Resources, Inc.
Form or Registration No.: Date Filed:
Schedule 13E-4 March 3, 1997
Page 3 of 15 Pages
<PAGE>
This Rule 13e-3 Transaction Statement (the "Statement") relates to the
Offer by PP&L Resources, Inc., a Pennsylvania corporation ("Resources"),
pursuant to its Offer to Purchase dated March 3, 1997 (the "Offer to Purchase"),
to purchase any and all of the outstanding shares of the following series of
Preferred Stock of Pennsylvania Power & Light Company ("PP&L"), a Pennsylvania
corporation and a direct subsidiary of Resources:
4 1/2% Preferred Stock ($100 par value), at a purchase price
of $80.00 per share, net to the seller in cash.
3.35% Series Preferred Stock ($100 par value), at a purchase
price of $52.02 per share, net to the seller in cash.
4.40% Series Preferred Stock ($100 par value), at a purchase
price of $70.51 per share, net to the seller in cash.
4.60% Series Preferred Stock ($100 par value), at a purchase
price of $73.72 per share, net to the seller in cash.
5.95% Series Preferred Stock ($100 par value), at a purchase
price of $103.93 per share, net to the seller in cash.
6.05% Series Preferred Stock ($100 par value), at a purchase
price of $104.37 per share, net to the seller in cash.
6.125% Series Preferred Stock ($100 par value), at a purchase
price of $103.68 per share, net to the seller in cash.
6.15% Series Preferred Stock ($100 par value), at a purchase
price of $104.72 per share, net to the seller in cash.
6.33% Series Preferred Stock ($100 par value), at a purchase
price of $104.63 per share, net to the seller in cash.
6.75% Series Preferred Stock ($100 par value), at a purchase
price of $109.17 per share, net to the seller in cash.
There is a separate Letter of Transmittal and Notice of Guaranteed
Delivery with respect to each Series of Preferred.
The cross reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Issuer Tender
Offer Statement on Schedule 13E-4 (the "Schedule 13E-4") filed by Resources with
the Securities and Exchange Commission (the "Commission") on the date hereof of
the
Page 4 of 15 Pages
<PAGE>
information required to be included in response to the items of this Statement.
The information set forth in the Schedule 13E-4 is expressly incorporated by
reference and responses to each item herein are qualified in their entirety by
the corresponding responses in the Schedule 13E-4.
<TABLE>
<CAPTION>
Location in
Item in Schedule 13E-3 Schedule 13E-4
- ---------------------- --------------
<S> <C>
Item l(a).................................................... Item l(a)
Item l(b).................................................... Item l(b)
Item l(c).................................................... Item l(c)
Item l(d).................................................... *
Item l(e).................................................... *
Item l(f).................................................... *
Item 2(a).................................................... *
Item 2(b).................................................... *
Item 2(c).................................................... *
Item 2(d).................................................... *
Item 2(e).................................................... *
Item 2(f).................................................... *
Item 2(g).................................................... *
Item 3(a)(1)................................................. *
Item 3(a)(2)................................................. *
Item 3(b).................................................... *
Item 4(a).................................................... *
Item 4(b).................................................... *
Item 5(a).................................................... Item 3(b)
Item 5(b).................................................... Item 3(c)
Item 5(c).................................................... Item 3(d)
Item 5(d).................................................... Item 3(e)
Item 5(e).................................................... Item 3(f)
Item 5(f).................................................... Item 3(i)
Item 5(g).................................................... Item 3(j)
Item 6(a).................................................... Item 2(a)
Item 6(b).................................................... *
Item 6(c).................................................... Item 2(b)
Item 6(d).................................................... *
Item 7(a).................................................... Item 3
Item 7(b).................................................... *
Item 7(c).................................................... *
Item 7(d).................................................... *
Item 8(a).................................................... *
Item 8(b).................................................... *
Item 8(c).................................................... *
Item 8(d).................................................... *
Item 8(e).................................................... *
Item 8(f).................................................... *
Item 9(a).................................................... *
Item 9(b).................................................... *
Item 9(c).................................................... *
Item 10(a)................................................... *
Item 10(b)................................................... *
Item 11...................................................... Item 5
Item 12(a)................................................... *
</TABLE>
Page 5 of 15 Pages
<PAGE>
<TABLE>
<S> <C>
Item 12(b)................................................... *
Item 13(a)................................................... *
Item 13(b)................................................... *
Item 13(c)................................................... *
Item 14(a)................................................... Item 7(a)
Item 14(b)................................................... Item 7(b)
Item 15(a)................................................... *
Item 15(b)................................................... Item 6
Item 16...................................................... Item 8(e)
Item 17(a)................................................... Item 9(b)
Item 17(b)................................................... *
Item 17(c)................................................... Item 9(c)
Item 17(d)................................................... Item 9(a)
Item 17(e)................................................... *
Item 17(f)................................................... Item 9(f)
</TABLE>
- ----------------
* The Item is located in the Schedule 13E-3 only.
Item 1. Issuer and Class of Security
Subject to the Transaction.
(a) The name of the issuer is
Pennsylvania Power & Light Company
("PP&L"), a Pennsylvania
corporation that has its principal
executive offices at Two North
Ninth Street, Allentown,
Pennsylvania 18101.
(b) The information set forth in the
front cover page; the
"Introduction"; Section 1--
"Purpose of the Offer; Certain
Effects of the Offer; Plans of the
Companies After the Offer" and
Section 11--"Transactions and
Agreements Concerning the Shares"
in the Offer to Purchase is
incorporated herein by reference
pursuant to General Instruction D
to Schedule 13E-3.
(c)-(d) The information set forth in
Section 8-- "Price Ranges of the
Shares; Dividends" in the Offer to
Purchase is incorporated herein by
reference pursuant to General
Instruction D to Schedule 13E-3.
(e) The information set forth in
Section 11- - "Transactions and
Agreements Concerning the Shares"
in the Offer to Purchase is
incorporated herein by reference
pursuant to General Instruction D
to Schedule 13E-3.
(f) Not applicable.
Page 6 of 15 Pages
<PAGE>
Item 2. Identity and Background.
The Person filing this statement
is PP&L Resources, Inc.
("Resources"), a Pennsylvania
corporation that has its principal
executive offices at Two North
Ninth Street, Allentown,
Pennsylvania 18101. Resources owns
all of the outstanding common
stock of PP&L. Certain information
relating to Resource's executive
officers and directors set forth
are incorporated by reference in
Resource's and PP&L's jointly-
filed Annual Report on Form 10-K
for the year ended December 31,
1996 is incorporated by reference
herein pursuant to General
Instruction D to Schedule 13E-3.
(a)-(d) Not applicable.
(e) During the last five years, no
executive officer or director of
Resources or any person
controlling Resources has been
convicted in a criminal
proceeding.
(f) During the last five years, no
executive officer or director of
Resources or any person
controlling Resources was a party
to a civil proceeding of a
judicial or administrative body of
competent jurisdiction and as a
result of such proceeding was or
is subject to a judgment, decree
or final order enjoining further
violations of, or prohibiting
activities, subject to, federal or
state securities laws or funding
any violation of such laws.
(g) Not applicable.
Item 3. Past Contracts, Transactions or
Negotiations.
(a) The information set forth in
Section 9-- "Certain Information
Concerning the Companies" in the
Offer to Purchase is incorporated
herein by reference pursuant to
General Instruction D to Schedule
13E-3.
(b) Not applicable.
Page 7 of 15 Pages
<PAGE>
Item 4. Terms of the Transaction.
(a) The information set forth in the
"Introduction" Section 1--"Purpose
of the Offer; Certain Effects of
the Offer; Plans of the Companies
After the Offer"; Section 3--
"Number of Shares; Purchase Price;
Expiration Date; Receipt of
Dividends; Extension of the
Offer;" Section 4--"Procedure for
Tendering Shares"; Section 5--
"Withdrawal Rights"; Section 6--
"Acceptance for Payment of Shares
and Payment of Purchase Price";
Section 7--"Certain Conditions of
the Offer"; and Section 12 -
"Extension of Tender Period;
Termination; Amendments" in the
Offer to Purchase is incorporated
herein by reference pursuant to
General Instruction D to Schedule
13E-3.
(b) Not applicable.
Item 5. Plans or Proposals of the Issuer
or Affiliate.
(a)-(g) The information set forth in
Section 1--"Purpose of the Offer;
Certain Effects of the Offer;
Plans of the Companies After the
Offer" in the Offer to Purchase is
incorporated herein by reference
pursuant to General Instruction D
to Schedule 13E-3.
Item 6. Source and Amounts of Funds or
Other Consideration.
(a) The information set forth in
Section 10--"Source and Amount of
Funds" in the Offer to Purchase is
incorporated herein by reference
pursuant to General Instruction D
to Schedule 13E-3.
(b) The information set forth in
Section 14--"Fees and Expenses" in
the Offer to Purchase is
incorporated herein by reference
pursuant to General Instruction D
to Schedule 13E-3.
(c) The information set forth in
Section 10--"Source and Amount of
Funds" in the Offer to Purchase is
incorporated herein by reference
pursuant to General Instruction D
to Schedule 13E-3.
(d) Not applicable.
Page 8 of 15 Pages
<PAGE>
Item 7. Purpose(s), Alternatives, Reasons
and Effects.
(a) The information set forth in
Section 1--"Purpose of the Offer;
Certain Effects of the Offer;
Plans of the Companies After the
Offer" in the Offer to Purchase is
incorporated herein by reference
pursuant to General Instruction D
to Schedule 13E-3.
(b) Not applicable.
(c) The information set forth in
Section 1--"Purpose of the Offer;
Certain Effects of the Offer;
Plans of the Companies After the
Offer" in the Offer to Purchase is
incorporated herein by reference
pursuant to General Instruction D
to Schedule 13E-3.
(d) The information set forth in
Section 1--"Purpose of the Offer;
Certain Effects of the Offer;
Plans of the Companies After the
Offer"; Section 8--"Price Range of
Shares; Dividends"; Section 9--
"Certain Information Concerning
the Companies"; Section 10--
"Source and Amount of Funds"; and
Section 13--"Certain U.S. Federal
Income Tax Consequences" in the
Offer to Purchase is incorporated
herein by reference pursuant to
General Instruction D to Schedule
13E-3.
Item 8. Fairness of the Transaction.
(a)-(b) The information set forth in
Section 1--"Purpose of the Offer;
Certain Effects of the Offer;
Plans of the Companies After the
Offer" in the Offer to Purchase is
incorporated herein by reference
pursuant to General Instruction D
to Schedule 13E-3.
(c) The information set forth in
Section 2-- "Certain Legal
Matters; Regulatory Approvals; No
Appraisal Rights" in the Offer to
Purchase is incorporated herein by
reference pursuant to General
Instruction D to Schedule 13E-3.
(d)-(e) The information set forth in
Section 1--"Purpose of the Offer;
Certain Effects of the Offer;
Plans of the Companies
Page 9 of 15 Pages
<PAGE>
After the Offer" in the Offer to
Purchase is incorporated herein by
reference pursuant to General
Instruction D to Schedule 13E-3.
(f) Not applicable.
Item 9. Reports, Opinions, Appraisals and
Certain Negotiations.
(a) The Information set forth in
Section 1--"Purpose of the Offer;
Certain Effects of the Offer;
Plans of the Companies After the
Offer" in the Offer to Purchase is
incorporated herein by reference
pursuant to General Instruction D
to Schedule 13E-3.
(b) Not applicable.
(c) Not applicable.
Item 10. Interest in Securities of the
Issuer.
(a)-(b) The information set forth in
Section 11--"Transactions and
Agreements Concerning the Shares"
in the Offer to Purchase is
incorporated herein by reference
pursuant to General Instruction D
to Schedule 13E-3.
Item 11. Contracts, Arrangements or
Understandings with Respect to the
Issuer's Securities.
The information set forth in
Section 11- - "Transactions and
Agreements Concerning the Shares"
in the Offer to Purchase is
incorporated herein by reference
pursuant to General Instruction D
to Schedule 13E-3.
Item 12. Present Intention and
Recommendation of Certain Persons
with Regard to the Transaction.
(a) The information set forth in
Section 11- -"Transactions and
Agreements Concerning the Shares"
in the Offer to Purchase hereto is
incorporated herein by reference
pursuant to General Instruction D
to Schedule 13E-3.
(b) Not applicable.
Page 10 of 15 Pages
<PAGE>
Item 13. Other Provisions of the
Transaction.
(a) The information set forth in
Section 2-- "Certain Legal
Matters; Regulatory Approvals; No
Appraisal Rights" in the Offer to
Purchase is incorporated herein by
reference pursuant to General
Instruction D to Section 13E-3.
(b) Not applicable.
(c) Not applicable.
Item 14. Financial Information.
(a) The information set forth in
Section 9--"Certain Information
Concerning the Companies" in the
Offer to Purchase and Exhibits
(g)(2) hereto is incorporated
herein by reference pursuant to
General Instruction D to Schedule
13E-3.
(b) The information set forth in
Section 9-- "Certain Information
Concerning the Companies" in the
Offer to Purchase is incorporated
herein by reference pursuant to
General Instruction D to Schedule
13E-3.
Item 15. Persons and Assets Employed,
Retained or Utilized.
(a) The officers and employees of PP&L
will perform tasks which would be
expected to arise in connection
with the transaction.
(b) The information set forth in the
front cover page and Section 14 -
"Fees and Expenses" in the Offer
to Purchase is incorporated herein
by reference pursuant to General
Instruction D to Schedule 13E-3.
Item 16. Additional Information.
Reference is hereby made to the
Offer to Purchase and the Form of
Letter of Transmittal, copies of
which are attached hereto as
Exhibits (d)(l) and (d)(2),
respectively, and incorporated in
their entirety herein by reference
pursuant to General Instruction D
to Schedule 13E-3.
Page 11 of 15 Pages
<PAGE>
Item 17. Material to be Filed as Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d)(1) Offer to Purchase dated March 3,
1997, incorporated by reference to
Exhibit (a)(1) to Schedule 13E-4
dated March 3, 1997.
(d)(2) Form of Letter of Transmittal,
incorporated by reference to
Exhibit (a)(2) to Schedule 13E-4
dated March 3, 1997.
(d)(3) Form of Notice of Guaranteed
Delivery, incorporated by
reference to Exhibit (a)(3) to
Schedule 13E-4 dated March 3,
1997.
(d)(4) Form of Letter to Brokers,
Dealers, Commercial Banks, Trust
Companies and Other Nominees dated
March 3, 1997, incorporated by
reference to Exhibit (a)(4) to
Schedule 13E-4 dated March 3,
1997.
(d)(5) Form of Letter to Clients for use
by Brokers, Dealers, Commercial
Banks, Trust Companies and Other
Nominees, incorporated by
reference to Exhibit (a)(5) to
Schedule 13E-4 dated March 3,
1997.
(d)(6) Form of Letter to Holders of
Shares dated March 3, 1997,
incorporated by reference to
Exhibit (a)(6) to Schedule 13E-4
dated March 3, 1997.
(d)(7) Press Release dated February 28,
1997, incorporated by reference to
Exhibit (a)(7) to Schedule 13E-4
dated March 3, 1997.
(d)(8) Form of Summary Advertisement
dated March 3, 1997, incorporated
by reference to Exhibit (a)(8) to
Schedule 13E-4 dated March 3,
1997.
(d)(9) Guidelines of the Internal Revenue
Service for Certification of
Taxpayer Identification Number on
Substitute Form
Page 12 of 15 Pages
<PAGE>
W--9, incorporated by reference to
Exhibit (a)(9) to Schedule 13E-4
dated March 3, 1997.
(e) Not applicable.
(f) Not applicable.
(g)(l) Issuer Tender Offer Statement of
Resources on Schedule 13E-4 dated
March 3, 1997, incorporated by
reference thereto.
(g)(2) Annual Report on Form 10-K for the
year ended December 31, 1996,
filed jointly by Resources and
PP&L, incorporated by reference to
SEC File No. 1-905.
(g)(3) Resolutions Duly Adopted by the
Board of Directors of Resources on
January 22, 1997 Authorizing John
R. Biggar, Vice President-Finance
of PP&L, to Execute Schedule 13E-3
and Schedule 13E-4 on Behalf of
Resources, incorporated by
reference to Exhibit (g)(2) to
Schedule 13E-4 dated March 3,
1997.
Page 13 of 15 Pages
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: March 3, 1997 PP&L RESOURCES, INC.
By: /s/ John R. Biggar
-------------------
Name: John R. Biggar
Title: Vice President-Finance
Pennsylvania Power & Light
Company
Page 14 of 15 Pages
<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT NO. DESCRIPTION
99.(a) Not applicable.
99.(b) Not applicable.
99.(c) Not applicable.
99.(d) Not applicable.
99.(e) Not applicable.
99.(f) Not applicable.
99.(g) Not applicable.
Page 15 of 15 Pages
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