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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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<CAPTION>
PP&L CAPITAL TRUST II
(Exact Name of Registrant as Specified in its Certificate of Trust)
<S> <C>
Delaware APPLIED FOR
(State of Incorporation or Organization) (IRS Employer Identification Number)
c/o Pennsylvania Power & Light Company 18101
Two North Ninth Street (Zip Code)
Allentown, PA
(Address of Principal Executive Offices)
<CAPTION>
PENNSYLVANIA POWER & LIGHT COMPANY
(Exact Name of Registrant as Specified
in its Certificate of Incorporation)
<S> <C>
Pennsylvania 23-0959590
(State of Incorporation or Organization) (IRS Employer Identification Number)
Two North Ninth Street 18101
Allentown, PA (Zip Code)
(Address of Principal Executive Offices)
If this Form related to the Registration of a class of debt If this Form relates to the registration of
securities and is effective upon filing pursuant to General a class of debt securities and is to become
Instruction A(c)(1) please check the following box. ( ) effective simultaneously with the
effectiveness of a concurrent registration
statement under the Securities Act of 1933
pursuant to General Instruction A(c)(2)
please check the following box. ( )
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on Which Each Class
Title of Each Class to be so Registered is to be Registered
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PP&L Capital Trust II New York Stock Exchange
8.10 % Trust Originated Preferred Securities
(and the Guarantee by Pennsylvania Power & Light Company with
respect thereto)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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2
Item 1. Description of Registrant's Securities to be Registered.
The 8.10% Trust Originated Preferred Securities ("Preferred Securities") of
PP&L Capital Trust II ("Capital II"), a Delaware statutory business trust
created under the laws of Delaware, registered hereby represent undivided
beneficial interests in the assets of Capital II and are guaranteed by
Pennsylvania Power & Light Company ("PP&L"), a Pennsylvania corporation, to the
extent set forth in the form of Guarantee Agreement by PP&L and The Chase
Manhattan Bank, as Guarantee Trustee (the "Guarantee"), which is incorporated
herein by reference to Exhibit 4.6 to the Registration Statement on Form S-3
(the "Registration Statement") of PP&L and Capital II (File No. 333-27773),
filed with the Securities and Exchange Commission (the "Commission"). The
particular terms of the Preferred Securities and the Guarantee are described in
the prospectus (the "Prospectus") which forms a part of the Registration
Statement. The Prospectus and the form of Guarantee are incorporated by
reference herein as set forth in Item 2 below.
Item 2. Exhibits.
Filed herewith:
Prospectus pertaining to the offer and sale of the Preferred
Securities, which forms a part of, and is incorporated by reference
to, the Registration Statement.
Certificate of Trust of PP&L Capital Trust II (incorporated by
reference to Exhibit 4.2 to the Registration Statement).
Form of Amended and Restated Trust Agreement (incorporated by
reference to Exhibit 4.4 to the Registration Statement).
Form of Preferred Security (included in Exhibit 4.5 to the
Registration Statement and incorporated by reference to such Exhibit
in the Registration Statement).
Form of Guarantee Agreement between Pennsylvania Power & Light
Company, as Guarantor, and The Chase Manhattan Bank, as Guarantee
Trustee (incorporated by reference to Exhibit 4.6 to the Registration
Statement).
Form of Junior Subordinated Indenture between Pennsylvania Power &
Light Company and The Chase Manhattan Bank, as Debenture Trustee
(incorporated by reference to Exhibit 4.1 of Amendment No.1 to the
Registration Statement on Form S-3 of PP&L Capital Trust and
Pennsylvenia Power and Light Company filed on March 26, 1997).
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, PP&L Capital Trust has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
PP&L Capital Trust II
Date: June 12, 1997 By: Pennsylvania Power & Light Company, as Depositor
By: /s/ John R. Biggar
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Name: John R. Biggar
Title: Vice President-Finance
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Pennsylvania Power & Light Company
Date: June 12, 1997 By: /s/ John R. Biggar
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Name: John R. Biggar
Title: Vice President-Finance
