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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)
AMENDMENT NO. 1
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 6 Pages
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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 6 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)(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: PP&L Resources, Inc.
$93,094
Form or Registration No.: Date Filed: March 3, 1997
Schedule 13E-4
Page 3 of 6 Pages
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EXPLANATORY NOTE
This Amendment No.1 amends and supplements the Statement on Schedule
13E-3 filed on March 3, 1997 by incorporating by reference the information
contained in the letter dated March 21, 1997 and the letter dated March 21,
1997, copies of which are attached hereto as Exhibits (d)(10) and (d)(11),
respectively.
ITEM 9. Material to be Filed as Exhibits.
Item 9 is hereby amended and supplemented to add the following:
Exhibit
No. Description
- ------- -----------
(d)(10) Letter dated March 21, 1997.
(d)(11) Letter dated March 21, 1997.
Page 4 of 6 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: March 21, 1997 PP&L RESOURCES, INC.
By: /s/John R. Biggar
---------------------------------
Name: John R. Biggar
Title: Vice President - Finance
Pennsylvania Power & Light
Company
Page 5 of 6 Pages
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EXHIBITS
--------
Exhibit
No. Description
------- -----------
99.(d)(10) Letter dated March 21, 1997.
99.(d)(11) Letter dated March 21, 1997.
Page 6 of 6 Pages
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March 21, 1997
REMINDER
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Dear Shareowners of Preferred Stock of
Pennsylvania Power & Light Company:
RE: TENDER OFFER FOR ALL OF PP&L'S PREFERRED STOCK
----------------------------------------------
Recently, you received information pertaining to the Tender Offer by PP&L
Resources, Inc. for any and all outstanding shares of the following Preferred
Stock of Pennsylvania Power & Light Company ("PP&L"):
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
6.75% Series Preferred Stock
This offer gives you the opportunity to sell your shares at a price which
PP&L Resources, Inc. believes to be a premium over the market price and without
the usual transaction costs associated with a market sale.
PLEASE BE AWARE THAT THE TENDER OFFER IS SET TO EXPIRE AT 12:00 MIDNIGHT
NEW YORK CITY TIME ON APRIL 4, 1997, UNLESS EXTENDED.
If you wish to accept the offer and tender your shares, please complete and
sign the applicable Letter of Transmittal and deliver it, together with the
certificates for such shares and any other required documents, to the
Depositary, Norwest Bank Minnesota, N.A. If you are unable to locate your share
certificates, please call:
PP&L'S INVESTOR SERVICES DEPARTMENT AT (800) 345-3085
If you have any questions on how to tender your shares or need an extra
copy of the Tender Offer materials, please call the Information Agent:
GEORGESON & COMPANY INC. AT (800) 223-2064
If you have any general questions regarding the Tender Offer, please call
the Dealer Manager:
MERRILL LYNCH & CO. AT (888) ML4-TNDR ((888) 654-8637)
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March 21, 1997
REMINDER
--------
Dear Shareowners of Preferred Stock of
Pennsylvania Power & Light Company:
RE: TENDER OFFER FOR ALL OF PP&L'S PREFERRED STOCK
----------------------------------------------
Recently, you received information pertaining to the Tender Offer by PP&L
Resources, Inc. for any and all outstanding shares of the following Preferred
Stock of Pennsylvania Power & Light Company:
4 1/2% Preferred Stock (CUSIP No. 709051-40-3)
3.35% Series Preferred Stock (CUSIP No. 709051-20-5)
4.40% Series Preferred Stock (CUSIP No. 709051-30-4)
4.60% Series Preferred Stock (CUSIP No. 709051-50-2)
5.95% Series Preferred Stock (CUSIP No. 709051-66-8)
6.05% Series Preferred Stock (CUSIP No. 709051-65-0)
6.125% Series Preferred Stock (CUSIP No. 709051-68-4)
6.15% Series Preferred Stock (CUSIP No. 709051-64-3)
6.33% Series Preferred Stock (CUSIP No. 709051-69-2)
6.75% Series Preferred Stock (CUSIP No. 709051-67-6)
This offer gives you the opportunity to sell your shares at a price which
PP&L Resources, Inc. believes to be a premium over the market price and without
the usual transaction costs associated with a market sale.
PLEASE BE AWARE THAT THE TENDER OFFER IS SET TO EXPIRE AT 12:00 MIDNIGHT
NEW YORK CITY TIME ON APRIL 4, 1997, UNLESS EXTENDED.
If you wish to accept the offer and tender your shares, please direct your
commercial bank, broker, trust company or other nominee to effect the
transaction on your behalf.
If you have any questions on how to tender your shares or need an extra
copy of the Tender Offer materials, please call the Information Agent:
GEORGESON & COMPANY INC. AT (800) 223-2064
If you have any general questions regarding the Tender Offer, please call
the Dealer Manager:
MERRILL LYNCH & CO. AT (888) ML4-TNDR ((888) 654-8637)
