<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT
OF 1934)
AMENDMENT NO. 2
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)
March 3, 1997
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY
HOLDERS)
Page 1 of 5 Pages
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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)(1) 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 0-11(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: $93,094 Filing Party: PP&L
Resources, Inc.
Form or Registration No.: Schedule 13E-4 Date Filed: March 3, 1997
Page 2 of 5 Pages
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EXPLANATORY NOTE
This Amendment No. 2 amends and supplements the Statement on Schedule
13E-4 filed on March 3, 1997 by incorporating by reference the information
contained in the press release dated April 7, 1997 (which reports the rsults of
the tender offer), a copy of which is filed as Exhibit (a)(12) hereto.
ITEM 9. Material to be Filed as Exhibits.
Item 9 is hereby amended and supplemented to add the following:
Exhibit
No. Description
- ------- -----------
(a)(12) Press release dated April 7, 1997.
Page 3 of 5 Pages
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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: April 15, 1997 PP&L RESOURCES, INC.
By: /s/John R. Biggar
---------------------------------
Name: John R. Biggar
Title: Vice President - Finance
Pennsylvania Power & Light
Company
Page 4 of 5 Pages
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EXHIBITS
--------
Exhibit
No. Description
------- -----------
99.(a)(12) Press release dated April 7, 1997.
Page 5 of 5 Pages
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EXHIBIT 99.(a)(12)
LOGO
PP&L
NEWS
April 7, 1997
Contact: John R. Biggar (610) 774-5613 or
Timothy J. Paukovits (610) 774-4124
PP&L RESOURCES ANNOUNCES EXPIRATION OF OFFER TO PURCHASE
SHARES OF PREFERRED STOCK OF PENNSYLVANIA POWER & LIGHT COMPANY
ALLENTOWN, Pa., April 7, 1997 -- PP&L Resources, Inc. (NYSE:PPL)
announced that its offer to purchase any and all shares of the 4-1/2% Preferred
Stock and Series Preferred Stock of Pennsylvania Power & Light Company expired
at midnight on Friday, April 4, 1997, which was the expiration date originally
announced. The settlement date is expected to be Thursday, April 10, 1997.
The following table outlines the preliminary results of the offer to
purchase and the purchase price to be received by tendering shareowners on the
anticipated settlement date of April 10:
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-2-
<TABLE>
<CAPTION>
Approximate Price
Number of Per
CUSIP No. Shares Tendered Share
----------- --------------- -------
<S> <C> <C> <C>
4-1/2% Preferred Stock 709051-40-3 271,027 $ 80.00
3.35% Series Preferred Stock 709051-20-5 20,567 $ 52.02
4.40% Series Preferred Stock 709051-30-4 110,558 $ 70.51
4.60% Series Preferred Stock 709051-50-2 32,736 $ 73.72
5.95% Series Preferred Stock 709051-66-8 290,000 $103.93
6.05% Series Preferred Stock 709051-65-0 250,000 $104.37
6.125% Series Preferred Stock 709051-68-4 834,500 $103.68
6.15% Series Preferred Stock 709051-64-3 152,500 $104.72
6.33% Series Preferred Stock 709051-69-2 954,000 $104.63
6.75% Series Preferred Stock 709051-67-6 759,230 $109.17
</TABLE>
The total shares tendered represents approximately 79% of the total
outstanding shares of 4-1/2% Preferred Stock and Series Preferred Stock
included in the offer to purchase. The actual number of shares tendered for
purchase will depend on the final report of the depositary and subsequent
confirmation of proper delivery.
PP&L Resources, Inc., based in Allentown, Pa., is the parent company of
Pennsylvania Power & Light Co., Power Markets Development Co. and Spectrum
Energy Services Corp.
Pennsylvania Power & Light supplies electricity to a 10,000-square-mile
area of 29 counties in Central Eastern Pennsylvania. Among the communities it
serves are Allentown, Bethlehem, Harrisburg, Hazleton, Lancaster, Scranton,
Wilkes-Barre and Williamsport.
For recent news releases and other information about PP&L Resources, see our
Internet home page: http://www.papl.com/
