<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)
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)
CALCULATION OF FILING FEE
Page 1 of 7 Pages
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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.
[_] 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: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
Page 2 of 7 Pages
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EXPLANATORY NOTE
Copies of the Offer to Purchase (the "Offer to Purchase") and
each Letter of Transmittal, among other documents, have been filed by PP&L
Resources, Inc., a Pennsylvania corporation ("Resources"), as Exhibits to this
Issuer Tender Offer Statement on Schedule 13E-4 (the "Statement"). Unless
otherwise indicated, all material incorporated by reference in this Statement in
response to items or sub-items of this Statement is incorporated by reference to
the corresponding caption in the Offer to Purchase, including the information
stated under such captions as being incorporated in response thereto.
ITEM 1. Security and Issuer.
(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.
(c) The information set forth in Section 8--"Price Ranges of
Shares; Dividends" in the Offer to Purchase is incorporated
herein by reference.
(d) The name of the person filing this statement is PP&L
Resources, Inc., a Pennsylvania corporation that has its
principal executive offices at Two North Ninth Street,
Allentown, Pennsylvania 18101. PP&L is a direct subsidiary of
Resources.
ITEM 2. Source and Amount of Funds.
(a) - (b) The information set forth in Section 10--"Source and
Amount of Funds" in the Offer to Purchase is incorporated
herein by reference.
ITEM 3. Purpose of the Tender Offer and Plans or Proposals of
the Issuer or Affiliate.
(a) - (j) 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.
ITEM 4. Interest in Securities of the Issuer.
Page 3 of 7 Pages
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The information set forth in Section 11 -- "Transactions and
Agreements Concerning the Shares" in the Offer to Purchase is
incorporated herein by reference.
ITEM 5. Contracts, Arrangements, Understandings or
Relationships with Respect to the Issuer's Securities.
Not applicable.
ITEM 6. Persons Retained, Employed or to be Compensated.
The information set forth in Section 14--"Fees and Expenses"
in the Offer to Purchase is incorporated herein by reference.
ITEM 7. Financial Information.
(a) The information set forth in Section 9-- "Certain Information
Concerning the Companies" in the Offer to Purchase and
Exhibits (g)(1) hereto is incorporated herein by reference.
(b) The information set forth in Section 9--"Certain Information
Concerning the Companies" in the Offer to Purchase is
incorporated herein by reference.
ITEM 8. Additional Information.
(a) Not applicable.
(b) There are no applicable regulatory requirements which
must be complied with or approvals which must be
obtained in connection with the offer in the Offer to
Purchase other than as described in Section 2--
"Certain Legal Matters; Regulatory Approvals; No
Appraisal Rights" in the Offer to Purchase and other
than compliance with the Securities Exchange Act of
1934, as amended, and the rules and regulations
promulgated thereunder including, without limitation,
Rule 13e-3 and Rule 13e-4 and the requirements of the
state securities or "Blue Sky" laws.
(c) Not applicable.
(d) Not applicable.
(e) Reference is hereby made to the Offer to Purchase and the Form
of Letter of Transmittal, copies of which are attached hereto
as Exhibits (a)(l) and (a)(2), respectively, and incorporated
herein by reference.
Page 4 of 7 Pages
<PAGE>
ITEM 9. Material to be Filed as Exhibits.
Exhibit
No. Description
- ------- -----------
(a)(1) Offer to Purchase dated March 3, 1997.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees dated March 3, 1997.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(6) Form of Letter to Holders of Shares dated March 3,
1997.
(a)(7) Press Release dated February 28, 1997.
(a)(8) Form of Summary Advertisement dated March 3, 1997.
(a)(9) Guidelines of the Internal Revenue Service for
Certification of Taxpayer Identification Number on
Substitute Form W-9.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g)(1) 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)(2) 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.
Page 5 of 7 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 3, 1997 PP&L RESOURCES, INC.
By: /s/John R. Biggar
---------------------------------
Name: John R. Biggar
Title: Vice President - Finance
Pennsylvania Power & Light
Company
Page 6 of 7 Pages
<PAGE>
EXHIBITS
Exhibit
No. Description
- ------- -----------
99.(a)(l) Offer to Purchase dated March 3, 1997.
99.(a)(2) Form of Letter of Transmittal.
99.(a)(3) Form of Notice of Guaranteed Delivery.
99.(a)(4) Form of Letter to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees dated
March 3, 1997.
99.(a)(5) Form of Letter to Clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies and
Other Nominees.
99.(a)(6) Form of Letter to Holders of Shares dated March 3,
1997.
99.(a)(7) Press Release dated February 28, 1997.
99.(a)(8) Form of Summary Advertisement dated March 3, 1997.
99.(a)(9) Guidelines of the Internal Revenue Service for
Certification of Taxpayer Identification Number on
Substitute Form W-9.
99.(b) Not applicable.
99.(c) Not applicable.
99.(d) Not applicable.
99.(e) Not applicable.
99.(f) Not applicable.
99.(g)(1) 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.
99.(g)(2) 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.
Page 7 of 7 Pages
<PAGE>
EXHIBIT 99(a)(1)
OFFER TO PURCHASE
PP&L Resources, Inc.
Offer to Purchase for Cash
Any and All Outstanding Shares of Preferred Stock of
Pennsylvania Power & Light Company
4 1/2% Preferred Stock at a Purchase Price of $80.00 Per Share
(CUSIP No. 709051-40-3)
3.35% Series Preferred Stock at a Purchase Price of $52.02 Per Share
(CUSIP No. 709051-20-5)
4.40% Series Preferred Stock at a Purchase Price of $70.51 Per Share
(CUSIP No. 709051-30-4)
4.60% Series Preferred Stock at a Purchase Price of $73.72 Per Share
(CUSIP No. 709051-50-2)
5.95% Series Preferred Stock at a Purchase Price of $103.93 Per Share
(CUSIP No. 709051-66-8)
6.05% Series Preferred Stock at a Purchase Price of $104.37 Per Share
(CUSIP No. 709051-65-0)
6.125% Series Preferred Stock at a Purchase Price of $103.68 Per Share
(CUSIP No. 709051-68-4)
6.15% Series Preferred Stock at a Purchase Price of $104.72 Per Share
(CUSIP No. 709051-64-3)
6.33% Series Preferred Stock at a Purchase Price of $104.63 Per Share
(CUSIP No. 709051-69-2)
6.75% Series Preferred Stock at a Purchase Price of $109.17 Per Share
(CUSIP No. 709051-67-6)
PP&L Resources, Inc., a Pennsylvania corporation ("Resources"), invites
the holders ("Shareowners") of the 4 1/2% Preferred Stock and each series of
Series Preferred Stock listed above (each of the 4 1/2% Preferred Stock and
series of Series Preferred Stock, a "Series of Preferred"; and collectively, the
"Preferred Stock") of Pennsylvania Power & Light Company, a Pennsylvania
corporation and a direct subsidiary of Resources ("PP&L"; together with
Resources, the "Companies"), to tender any and all of their shares of a Series
of Preferred ("Shares") for purchase at the purchase price per Share listed
above for the Shares tendered, in each case net to the seller in cash, upon the
terms and subject to the conditions set forth in this Offer to Purchase and in
each applicable Letter of Transmittal (which together constitute the "Offer"
with respect to the applicable Series of Preferred). Resources will purchase any
and all Shares validly tendered and not withdrawn upon the terms and subject to
the conditions of the Offer.
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, APRIL 4, 1997,
UNLESS THE OFFER IS EXTENDED WITH RESPECT TO ANY SERIES OF
PREFERRED.
- --------------------------------------------------------------------------------
The Offer for one Series of Preferred is independent of the Offer for
any other Series of Preferred. The Offer for a Series of Preferred is not
conditioned upon any minimum number of shares of the applicable Series of
Preferred being tendered. The Offer, however, is subject to certain other
conditions. See Section 7--"Certain Conditions of the Offer."
---------------------------
The 4 1/2% Preferred Stock and the 4.40% Series Preferred Stock are
listed and traded on the New York Stock Exchange, Inc. ("NYSE") and the
Philadelphia Stock Exchange ("PhSE"), and the 3.35% Series Preferred Stock and
the 4.60% Series Preferred Stock are listed and traded on the PhSE. All other
Series of Preferred are traded in the over-the-counter market and are not listed
on any national securities exchange or quoted on the automated quotation system
of a registered securities association. On February 27, 1997, the last reported
sales prices of the 4 1/2% Preferred Stock and 4.40% Series Preferred Stock on
the NYSE or PhSE were $64.50 and $66.88, respectively, and the last reported
sales prices of the 3.35% Series Preferred Stock and 4.60% Series Preferred
Stock on the PhSE were $46.00 and $63.00, respectively. For information
concerning each Series of Preferred, quarterly sales prices and bids, see
Section 8--"Price Ranges of Shares; Dividends." Shareowners are urged to obtain
current market quotations, if available, for the Shares.
---------------------------
Resources will pay to a Soliciting Dealer (as defined herein) a
solicitation fee for Shares tendered, accepted for payment and paid for pursuant
to the Offer, subject to certain conditions. See Section 14--"Fees And
Expenses."
---------------------------
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS
OF THIS TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
---------------------------
THE COMPANIES, THEIR BOARDS OF DIRECTORS AND THEIR EXECUTIVE OFFICERS
MAKE NO RECOMMENDATION TO ANY SHAREOWNER AS TO WHETHER TO TENDER ANY OR ALL
SHARES OF ANY SERIES OF PREFERRED PURSUANT TO THE OFFER. SHAREOWNERS MUST MAKE
THEIR OWN DECISIONS AS TO WHETHER TO TENDER SHARES OF ANY SERIES OF PREFERRED
PURSUANT TO THE OFFER AND, IF SO, HOW MANY SHARES TO TENDER.
The Dealer Manager for the Offer is:
Merrill Lynch & Co.
The date of this Offer to Purchase is March 3, 1997
<PAGE>
IMPORTANT
Any Shareowner desiring to tender any or all of such Shareowner's
Shares should do one of the following:
(1) complete and sign the applicable Letter of Transmittal or a
facsimile copy thereof, in accordance with the instructions in
such Letter of Transmittal, mail or deliver it by hand,
together with any other required documents, to Norwest Bank
Minnesota, N.A. (the "Depositary") at its address and
facsimile number set forth on the back cover of this Offer to
Purchase, and deliver the certificates for such Shares to the
Depositary or follow the procedure for book-entry transfer set
forth in Section 4--"Procedure for Tendering Shares";
(2) request such Shareowner's broker, dealer, commercial bank,
trust company or nominee to effect the transaction for such
Shareowner; or
(3) follow the procedures for guaranteed delivery summarized below
and set forth in Section 4--"Procedure for Tendering Shares--
Guaranteed Delivery Procedure."
Shareowners whose Shares are registered in the name of a broker,
dealer, commercial bank, trust company or nominee must contact such broker,
dealer, commercial bank, trust company or nominee if they desire to tender such
Shares. Shareowners who desire to tender Shares and whose certificates for such
Shares are not available immediately, or who cannot comply in a timely manner
with the procedure for book-entry transfer, should tender such Shares by
following the procedures for guaranteed delivery set forth in Section
4--"Procedure for Tendering Shares."
Shareowners who wish to tender Shares for more than one Series of
Preferred must use the applicable Letter of Transmittal or Notice of Guaranteed
Delivery for each Series of Preferred.
Questions or requests for assistance or for additional copies of this
Offer to Purchase, the applicable Letter of Transmittal or the applicable Notice
of Guaranteed Delivery or other tender offer materials may be directed to
Georgeson & Company Inc. (the "Information Agent") or Merrill Lynch, Pierce,
Fenner & Smith Incorporated (the "Dealer Manager") at their respective addresses
and telephone numbers set forth on the back cover of this Offer to Purchase.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF
EITHER COMPANY AS TO WHETHER SHAREOWNERS SHOULD TENDER OR REFRAIN FROM TENDERING
SHARES OF ANY SERIES OF PREFERRED PURSUANT TO THE OFFER. NO PERSON HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION
WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN OR IN THE APPLICABLE LETTER OF
TRANSMITTAL. IF GIVEN OR MADE, SUCH RECOMMENDATION AND SUCH INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY EITHER
COMPANY.
<PAGE>
TABLE OF CONTENTS
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Page
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SUMMARY......................................................................................................... i
INTRODUCTION.................................................................................................... 1
SPECIAL FACTORS................................................................................................. 3
Section 1. Purpose of the Offer; Certain Effects of the Offer; Plans of the Companies After the
Offer.................................................................................... 3
Section 2. Certain Legal Matters; Regulatory Approvals; No Appraisal Rights......................... 6
THE OFFER....................................................................................................... 6
Section 3. Number of Shares; Purchase Price; Expiration Date; Receipt of Dividends; Extension
of the Offer............................................................................. 6
Section 4. Procedure for Tendering Shares........................................................... 7
Section 5. Withdrawal Rights........................................................................ 8
Section 6. Acceptance for Payment of Shares and Payment of Purchase Price........................... 9
Section 7. Certain Conditions of the Offer.......................................................... 10
Section 8. Price Ranges of Shares; Dividends........................................................ 12
Section 9. Certain Information Concerning the Companies............................................. 14
Section 10. Source and Amount of Funds............................................................... 16
Section 11. Transactions and Agreements Concerning the Shares........................................ 16
Section 12. Extension of Tender Period; Termination; Amendments...................................... 16
Section 13. Certain U.S. Federal Income Tax Consequences............................................. 17
Section 14. Fees and Expenses........................................................................ 19
Section 15. Miscellaneous............................................................................ 21
</TABLE>
<PAGE>
SUMMARY
This general summary is provided solely for the convenience of holders
of Shares and is qualified in its entirety by reference to the full text and
more specific details contained in this Offer to Purchase and the applicable
Letter of Transmittal and any amendments hereto and thereto. Each of the
capitalized terms used in this Summary and not defined herein has the meaning
set forth elsewhere in this Offer to Purchase.
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The Companies............................... PP&L is an operating electric utility, incorporated under the
laws of the Commonwealth of Pennsylvania in 1920. PP&L
serves approximately 1.2 million customers in a 10,000 square
mile territory in 29 counties of central eastern Pennsylvania
with a population of approximately 2.6 million persons. This
service area has 129 communities with populations over 5,000,
the largest cities of which are Allentown, Bethlehem,
Harrisburg, Hazleton, Lancaster, Scranton, Wilkes-Barre and
Williamsport.
To take advantage of new business opportunities, both
domestically and in foreign countries, PP&L formed a holding
company structure, effective April 27, 1995, after receiving all
necessary regulatory approvals and shareowner approval at
PP&L's 1995 annual meeting. As a result, PP&L became a
direct subsidiary of Resources.
The Shares.................................. Any and all shares of the 4 1/2% Preferred Stock ($100 par
value) and the following series of Series Preferred Stock of
PP&L (which constitute all of the outstanding Shares of
preferred stock of PP&L):
3.35% Series Preferred Stock ($100 par value)
4.40% Series Preferred Stock ($100 par value)
4.60% Series Preferred Stock ($100 par value)
5.95% Series Preferred Stock ($100 par value)
6.05% Series Preferred Stock ($100 par value)
6.125% Series Preferred Stock ($100 par value)
6.15% Series Preferred Stock ($100 par value)
6.33% Series Preferred Stock ($100 par value)
6.75% Series Preferred Stock ($100 par value)
Purchase Price.............................. $ 80.00 per share of the 4 1/2% Preferred Stock
$ 52.02 per share of the 3.35% Series Preferred Stock
$ 70.51 per share of the 4.40% Series Preferred Stock
$ 73.72 per share of the 4.60% Series Preferred Stock
$103.93 per share of the 5.95% Series Preferred Stock
$104.37 per share of the 6.05% Series Preferred Stock
$103.68 per share of the 6.125% Series Preferred Stock
$104.72 per share of the 6.15% Series Preferred Stock
$104.63 per share of the 6.33% Series Preferred Stock
$109.17 per share of the 6.75% Series Preferred Stock
in each case net to the seller in cash. See Section 8--"Price
Ranges of Shares; Dividends."
Independent Offer........................... The Offer for one Series of Preferred is independent of the
Offer for any other Series of Preferred. The Offer for a Series
of Preferred is not conditioned upon any minimum number of
Shares of the applicable Series of Preferred being tendered.
</TABLE>
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<TABLE>
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The Offer, however, is subject to certain other conditions. See
Section 7--"Certain Conditions of the Offer."
Expiration Date of the Offer................ The Offer with respect to each Series of Preferred expires on
Friday, April 4, 1997 at 12:00 midnight, New York City time,
unless the Offer is extended with respect to any Series of
Preferred.
How to Tender Shares........................ See Section 4--"Procedure for Tendering Shares." For further
information, call the Information Agent or the Dealer Manager
at their respective telephone numbers shown on the back cover
page of this Offer to Purchase, or consult your broker for
assistance.
Withdrawal Rights........................... Tendered Shares of any Series of Preferred may be withdrawn
at any time until the expiration of the Offer with respect to
such Series of Preferred and, unless theretofore accepted for
payment, also may be withdrawn after 12:00 midnight, New
York City time, on April 25, 1997. See Section
5--"Withdrawal Rights."
Purpose of the Offer........................ Resources is making the Offer because it believes that the
purchase of Shares is economically attractive to the
Companies. In addition, the Offer gives Shareowners the
opportunity to sell their Shares at a price which Resources
believes to be a premium over the respective market prices of
the Shares and without the usual transaction costs associated
with a market sale.
All Shares purchased by Resources pursuant to the Offer will
continue to be outstanding securities of PP&L and held by
Resources. Resources may vote Shares acquired pursuant to the
Offer or other future transactions to effect amendments to
PP&L's Articles of Incorporation, or to obtain consents
thereunder, which may be adverse to the unaffiliated
Shareowners.
There can be no assurance that the ratings of PP&L's preferred
stock will not be lowered following the completion of the
Offer, whether as a result of the financing of the Offer through
the issuance of additional unsecured debt or as a result of the
contemplated amendments of or consents under PP&L's
Articles of Incorporation described above or for other reasons.
See Section 1--"Purpose of the Offer; Certain Effects of the
Offer; Plans of the Companies After the Offer."
Dividends................................... The Board of Directors of PP&L declared dividends on each
Series of Preferred at its meeting on February 26, 1997. The
regular quarterly dividend for each Series of Preferred will be
paid on April 1, 1997, to holders of record as of the close of
business on March 10, 1997. A holder of record of Shares as
of the close of business on March 10, 1997 who tenders Shares
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ii
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will be entitled to the regular quarterly dividend regardless of
when such tender is made. Holders of Shares purchased
pursuant to the Offer will not be entitled to any dividends in
respect of any later dividend periods. See Section 8--"Price
Ranges of Shares; Dividends."
Brokerage Commissions....................... Not payable by Shareowners.
Solicitation Fee............................ Not payable by Shareowners. Resources will pay to each
designated Soliciting Dealer (as defined herein) the per Share
solicitation fees shown in the following table:
Number of Shares
-----------------------------------------
Less than 2,500 2,500 or greater
--------------- ----------------
4 1/2% Preferred $1.50 $1.00
3.35% Series $1.50 $1.00
4.40% Series $1.50 $1.00
4.60% Series $1.50 $1.00
6.75% Series $1.50 $1.00
5.95% Series $0.50 $0.50
6.05% Series $0.50 $0.50
6.15% Series $0.50 $0.50
6.125% Series $0.50 $0.50
6.33% Series $0.50 $0.50
Provided, however, that any fee payable for transactions equal
to or exceeding 2,500 Shares shall be payable 80% to the
Dealer Manager and 20% to any Soliciting Dealer (which may
be the Dealer Manager). No such fee shall be payable to a
Soliciting Dealer in respect of Shares (a) beneficially owned by
such Soliciting Dealer or (b) registered in the name of such
Soliciting Dealer unless such Shares are held by such
Soliciting Dealer as nominee and such Shares are being
tendered for the benefit of one or more beneficial owners
identified in the applicable Letter of Transmittal or in the
applicable Notice of Solicited Tenders (including in the
materials provided to brokers and dealers). See Section
14--"Fees and Expenses."
Stock Transfer Tax.......................... None, except as provided in Instruction 6 of the applicable
Letter of Transmittal. See Section 6--"Acceptance for Payment
of Shares and Payment of Purchase Price."
Payment Date................................ Promptly after the applicable Expiration Date of the Offer.
Further Information......................... Additional copies of this Offer to Purchase, the applicable
Letter of Transmittal and the applicable Notice of Guaranteed
Delivery may be obtained by contacting Georgeson &
Company Inc., Wall Street Plaza, New York, New York
10005, telephone (800) 223-2064 (toll-free); Banks and
Brokers may call collect (212) 440-9800. Questions about the
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iii
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Offer should be directed to Merrill Lynch, Pierce, Fenner & Smith Incorporated
at 1-888-ML4-TNDR (toll-free) (1-888-654-8637 (toll-free)).
</TABLE>
iv
<PAGE>
INTRODUCTION
To the Holders of Preferred Stock of Pennsylvania Power & Light Company:
PP&L Resources, Inc., a Pennsylvania corporation ("Resources"), invites
the holders of the 4 1/2% Preferred Stock ($100 par value per share) and each
series of Series Preferred Stock ($100 par value per share) of Pennsylvania
Power & Light Company, a Pennsylvania corporation and a direct subsidiary of
Resources ("PP&L"; together with Resources, the "Companies") to tender their
shares of such stock at the purchase prices set forth below:
<TABLE>
<CAPTION>
Purchase Price
Per Share
--------------
<S> <C>
4 1/2% Preferred Stock ("4 1/2% Preferred") $ 80.00
3.35% Series Preferred Stock ("3.35% Series") $ 52.02
4.40% Series Preferred Stock ("4.40% Series") $ 70.51
4.60% Series Preferred Stock ("4.60% Series") $ 73.72
5.95% Series Preferred Stock ("5.95% Series") $103.93
6.05% Series Preferred Stock ("6.05% Series") $104.37
6.125% Series Preferred Stock ("6.125% Series") $103.68
6.15% Series Preferred Stock ("6.15% Series") $104.72
6.33% Series Preferred Stock ("6.33% Series") $104.63
6.75% Series Preferred Stock ("6.75% Series") $109.17
</TABLE>
in each case net to the seller in cash, upon the terms and subject to the
conditions set forth in this Offer to Purchase (the "Offer to Purchase") and in
the applicable Letter of Transmittal (which, together with the Offer to
Purchase, constitutes the "Offer" with respect to the applicable Series of
Preferred). The 4 1/2% Preferred Stock and each series of PP&L's Series
Preferred Stock subject to the Offer is referred to herein as a "Series of
Preferred" and the shares of all Series of Preferred subject to the Offer are
collectively referred to as the "Shares." Each holder of Shares is herein
sometimes referred to as a "Shareowner." The Shares constitute all of the
outstanding shares of preferred stock of PP&L. Resources will purchase all
Shares validly tendered and not withdrawn, upon the terms and subject to the
conditions of the Offer.
THE COMPANIES, THEIR BOARDS OF DIRECTORS AND THEIR EXECUTIVE OFFICERS
MAKE NO RECOMMENDATION TO ANY SHAREOWNER AS TO WHETHER TO TENDER ANY OR ALL
SHARES OF ANY SERIES OF PREFERRED PURSUANT TO THE OFFER. SHAREOWNERS MUST MAKE
THEIR OWN DECISIONS AS TO WHETHER TO TENDER SHARES OF ANY SERIES OF PREFERRED
PURSUANT TO THE OFFER AND, IF SO, HOW MANY SHARES TO TENDER.
The Board of Directors of PP&L declared dividends on each Series of
Preferred at its meeting on February 26, 1997. A regular quarterly dividend on
each Series of Preferred will be paid on April 1, 1997, to holders of record as
of the close of business on March 10, 1997. A holder of record of Shares as of
the close of business on March 10, 1997 who tenders Shares will be entitled to
the regular quarterly dividend regardless of when such tender is made. Holders
of Shares purchased pursuant to the Offer will not be entitled to any dividends
in respect of any later dividend periods.
1
<PAGE>
THE OFFER FOR ONE SERIES OF PREFERRED IS INDEPENDENT OF THE OFFER FOR
ANY OTHER SERIES OF PREFERRED. THE OFFER FOR A SERIES OF PREFERRED IS NOT
CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER,
HOWEVER, IS SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7--"CERTAIN
CONDITIONS OF THE OFFER."
Tendering Shareowners will not be obligated to pay brokerage
commissions, solicitation fees or, subject to the Instructions to the applicable
Letter of Transmittal, stock transfer taxes on the purchase of Shares by
Resources. Resources will pay all charges and expenses of the Depositary, the
Information Agent and the Dealer Manager incurred in connection with the Offer.
The number of issued and outstanding shares of each Series of
Preferred, as of December 31, 1996, are set forth below:
<TABLE>
<CAPTION>
Number of Shares
Issued and Outstanding
----------------------
<S> <C>
4 1/2% Preferred 530,189
3.35% Series 41,783
4.40% Series 228,773
4.60% Series 63,000
5.95% Series 300,000
6.05% Series 250,000
6.125% Series 1,150,000
6.15% Series 250,000
6.33% Series 1,000,000
6.75% Series 850,000
</TABLE>
Resources is offering to purchase any and all Shares of each Series of
Preferred. Resources and its affiliates currently do not own any Shares of any
Series of Preferred.
The 4 1/2% Preferred and the 4.40% Series are listed and traded on the
NYSE and PhSE under the symbols "PPLB" and "PPLA", respectively. The 3.35%
Series and the 4.60% Series are listed and traded on the PhSE under the symbols
"PPLL" and "PPLD", respectively. Each other Series of Preferred is traded in the
over-the-counter market under the following respective symbols: 5.95% Series
under "PNPLI"; 6.05% Series under "PNPLH"; 6.125% Series under "PEELP"; 6.15%
Series under "PNPLN"; 6.33% Series under "PPLGM" and 6.75% Series under "PEPWO".
As of February 27, 1997, according to Bloomberg Financial Services,
Inc., the last reported sales and bid prices of the Shares traded on the NYSE or
PhSE were $64.50 per share of the 4 1/2% Preferred; $46.00 per share of the
3.35% Series; $66.88 per share of the 4.40% Series and $63.00 per share of the
4.60% Series. According to NASDAQ Trading & Marketing Services, the last
reported bid prices for Shares traded over-the-counter were $98.00 for the 5.95%
Shares on March 27, 1995; $100.43 for the 6.05% Shares on September 3, 1996;
$98.52 for the 6.125% Shares on October 11, 1996; $103.13 for the 6.15% Shares
on November 15, 1996; $102.44 for the 6.33% Shares on October 31, 1996 and
$99.50 for the 6.75% Shares on February 25, 1997. Shareowners are urged to
obtain current market quotations, if available, for the Shares. The information
concerning recent quarterly trading history of the Shares of each Series of
Preferred is set forth in Section 8--"Price Ranges of Shares; Dividends."
2
<PAGE>
SPECIAL FACTORS
Section 1. Purpose of the Offer; Certain Effects of the Offer; Plans of
the Companies After the Offer.
Purpose of the Offer. Resources is making the Offer because it believes
that the purchase of the Shares pursuant to the Offer is economically attractive
to the Companies. See Section 9--"Certain Information Concerning the Companies."
The Board of Directors of Resources authorized the Offer by a unanimous vote.
Neither Company has any employee directors other than the Chairman, President
and Chief Executive Officer and the Executive Vice President.
Resources believes the Offer is fair to unaffiliated Shareowners. In
making this determination, Resources considered that (a) the Offer provides
Shareowners the opportunity to sell their Shares at a price which Resources
believes to be a premium over the respective market prices of the Shares and (b)
the Offer provides Shareowners the opportunity to sell those Shares for cash
without the usual transaction costs associated with a market sale. Resources did
not find it practicable to, and did not, quantify or otherwise assign relative
weights to these factors. Trading of the Shares of each Series of Preferred has
been limited and sporadic. Therefore, Resources determined the Offer price for
each Series of Preferred with reference to certain objective factors, including,
but not limited to, yields on U.S. Treasury and municipal securities, yields on
comparable preferred securities and the prior trading characteristics of each
Series of Preferred, as well as certain subjective factors, including, but not
limited to, general industry outlook, general market supply of securities of
similar type and supply and demand factors in the securities markets generally.
Although the weighing of these factors is subjective, Resources gave relatively
more weight to objective factors, such as yields on U.S. Treasury and municipal
securities and yields on comparable preferred securities.
Neither of the Companies nor their Boards of Directors received any
report, opinion or appraisal from an outside party which is materially related
to the Offer, including, but not limited to, any report, opinion or appraisal
relating to the consideration or the fairness of the consideration to be offered
to the holders of the Shares or the fairness of such Offer to the Companies or
the unaffiliated holders of Shares. Neither the Boards of Directors nor any
director of either Company has retained an unaffiliated representative to act
solely on behalf of unaffiliated holders of Shares for the purposes of
negotiating the terms of the Offer or preparing a report concerning the fairness
of the Offer. Neither of the Companies nor their Boards of Directors believed
these measures were necessary to ensure fairness in light of the fact that the
Offer will not result in a liquidation or change in control in either Company.
Certain Effects of the Offer; Plans of the Companies After the Offer.
Following the consummation of the Offer, the business and operations of PP&L
will be continued substantially as they are currently being conducted. Except as
otherwise described in this Offer to Purchase, the Companies have no current
plans or proposals which relate to or would result in (a) the acquisition by any
person of additional securities of PP&L or the disposition of securities of
PP&L, other than in the ordinary course of business; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation involving
PP&L; (c) a sale or transfer of a material amount of assets of PP&L; (d) any
change in the present Board of Directors or management of PP&L; (e) any material
change in the present dividend rate or policy or indebtedness or capitalization
of PP&L; (f) any other material change in PP&L's corporate structure or
business; (g) a change in PP&L's Articles of Incorporation or By-laws; (h) a
class of equity securities of PP&L becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"); or (i) the suspension of PP&L's
obligation to file reports pursuant to Section 15(d) of the Exchange Act.
Following the expiration of the Offer, the Companies may, in their sole
discretion, determine to redeem Shares then subject to redemption at the
applicable redemption prices, or to purchase any outstanding Shares through
privately-negotiated transactions, open-market purchases, another tender offer
or otherwise, on such terms and at such prices as the Companies may determine
from time to time. The terms of any such subsequent purchases or offers could
differ from those of the Offer, and may be at a higher or lower price than the
related purchase price per Share offered hereby, except that the Companies will
not make any such purchases of Shares until the expiration of ten
3
<PAGE>
business days after the termination of the Offer. Any possible future purchases
of Shares by the Companies will depend on a number of factors, including the
market prices of the Shares, their business and financial position, alternative
investment opportunities available to the Companies, the results of the Offer
and general economic and market conditions.
Shares of the 4 1/2% Preferred, the 3.35% Series, the 4.40% Series and
the 4.60% Series remaining outstanding after the Offer will continue to be
redeemable at the option of PP&L at the applicable redemption price plus
accumulated and unpaid dividends to the date of redemption. Such redemption
price is greater than the applicable purchase price offered hereby. Upon
liquidation or dissolution of PP&L, holders of each Series of Preferred are
entitled to receive a liquidation preference of $100 per Share, plus all
accumulated and unpaid dividends thereon to the date of payment, prior to the
payment of any amounts to holders of PP&L's common stock.
All Shares purchased by Resources pursuant to the Offer will continue
to be outstanding securities of PP&L and held by Resources. Resources may vote
Shares acquired pursuant to the Offer or other future transactions to effect
amendments to PP&L's Articles of Incorporation, or to obtain consents
thereunder, which may be adverse to the unaffiliated holders of the Shares.
Under PP&L's Articles of Incorporation, such consents may be effected by
obtaining the consent (given by vote at a meeting held pursuant to notice
containing a statement of such purpose) of (i) the holders of a majority of the
number of shares of the 4 1/2% Preferred then outstanding and (ii) the holders
of a majority of the total number of shares of all Series of Preferred then
outstanding (voting as a single class). Under PP&L's Articles of Incorporation,
such amendments may be effected by obtaining the consent (given by vote at a
meeting or by written consent) of (i) the holders of two-thirds of the number of
shares of the 4 1/2% Preferred then outstanding and (ii) the holders of
two-thirds of the total number of shares of all Series of Preferred then
outstanding (voting as a single class). Provisions of PP&L's Articles of
Incorporation which the Companies may wish to amend or obtain consents under
include, among other things, limitations on PP&L's ability to increase the
authorized number of Shares of any Series of Preferred, merge or consolidate
with other corporations, issue unsecured debt, issue additional Shares of the
Series Preferred Stock and pay dividends on PP&L's common stock in the event
that PP&L's common equity capitalization falls below specified levels.
As of February 28, 1997, the ratings of PP&L's preferred stock,
including each Series of Preferred, by Moody's Investors Service, Inc.
("Moody's") and Standard & Poor's Ratings Services ("S&P") were "baa1" and BBB+,
respectively. There can be no assurance that the ratings of PP&L's preferred
stock will not be lowered by one or both of the rating agencies following the
completion of the Offer, whether as a result of the financing of the Offer
through the issuance of additional unsecured debt, as a result of the
contemplated amendments of or consents under PP&L's Articles of Incorporation
described in the preceding paragraph or for other reasons. In particular, one of
the rating agencies has advised PP&L that it may lower the rating on the PP&L
preferred stock if the aggregate amount of preferred stock outstanding after the
Offer is less than the outstanding amount of Trust Preferred Securities proposed
to be issued as described under Section 9--"Certain Information Concerning the
Companies--Registration Statement" and Section 10--"Source and Amount of Funds."
The purchase of Shares of a Series of Preferred pursuant to the Offer
will reduce the number of holders of Shares of that Series of Preferred and the
number of such Shares that might otherwise trade publicly and, depending upon
the number of Shares so purchased, such reduction could adversely affect the
liquidity and market value of the remaining Shares of that Series of Preferred
held by the public. There can be no assurance that any trading market will exist
for the Shares following consummation of the Offer. To the extent a market
continues to exist for the Shares after the Offer, the Shares may trade at a
discount compared to present trading depending on the market for Shares with
similar features, the performance of PP&L and other factors. There is no
assurance that an active market in the Shares will exist and no assurance as to
the prices at which the Shares may trade.
Depending upon the number of Shares of the 4 1/2% Preferred, the 3.35%
Series, the 4.40% Series and the 4.60% Series purchased pursuant to the Offer,
the Shares of that Series of Preferred may no longer meet the requirements of
the NYSE and/or PhSE for continued listing. According to its published
guidelines, the NYSE would consider delisting either or both of the 4 1/2%
Preferred and the 4.40% Series if, among other things, (i) the number of
publicly-held Shares for such Series of Preferred should fall below 100,000 or
(ii) the aggregate market value of such Series of Preferred should fall below
$2,000,000. According to its published guidelines, the PhSE
4
<PAGE>
would consider delisting any of the 4 1/2% Preferred, the 3.35% Series, the
4.40% Series and the 4.60% Series if, among other things, (i) the number of
publicly-held Shares for such Series of Preferred should fall below 200,000,
(ii) the aggregate market value of such Series of Preferred should fall below
$1,000,000 or (iii) the number of public holders of such Shares should fall
below 400. If, as a result of the purchase of Shares pursuant to the Offer or
otherwise, any of the 4 1/2% Preferred, the 3.35% Series, the 4.40% Series and
the 4.60% Series no longer meets the requirements of the NYSE and/or PhSE for
continued listing and the listing of such Series of Preferred is discontinued,
the market for such Series of Preferred could be adversely affected.
In the event of the delisting of any of the 4 1/2% Preferred, the 3.35%
Series, the 4.40% Series and the 4.60% Series currently listed on the NYSE
and/or PhSE, it is possible that such Series of Preferred would continue to
trade on another securities exchange or in the over-the-counter market and that
price quotations would be reported by such exchange, by the National Association
of Securities Dealers, Inc. ("NASD") through the National Association of
Securities Dealers Automated Quotation System ("NASDAQ") or by other sources.
The extent of the public market for such Series of Preferred and the
availability of such quotations, however, would depend upon such factors as the
number of Shareowners remaining at such time, the interest in maintaining a
market in such Series of Preferred on the part of securities firms, the possible
termination of registration under the Exchange Act as described below and other
factors.
The 4 1/2% Preferred, the 3.35% Series, the 4.40% Series and the 4.60%
Series are presently "margin securities" under the regulations of the Board of
Governors of the Federal Reserve System, which has the effect, among other
things, of allowing brokers to extend credit on the collateral of such
securities. If such Series of Preferred remains listed on the NYSE and/or PhSE,
the Shares of such Series of Preferred will continue to be "margin securities."
If such Series of Preferred were delisted, depending upon factors similar to
those described above, such Series of Preferred might no longer constitute
"margin securities" for purposes of the margin regulations of the Board of
Governors of the Federal Reserve System, in which case, Shares of such Series of
Preferred could no longer be used as collateral for loans made by brokers.
The 4 1/2% Preferred, the 3.35% Series, the 4.40% Series and the 4.60%
Series are currently registered under the Exchange Act. Such registration may be
terminated upon application of PP&L to the Securities and Exchange Commission
(the "Commission") pursuant to Section 12(g)(4) of the Exchange Act if such
Series of Preferred is neither held by 300 or more holders of record nor listed
on a national securities exchange. Termination of registration of such Series of
Preferred under the Exchange Act would make certain provisions of the Exchange
Act, such as the requirement of Rule 13e-3 thereunder with respect to "going
private" transactions, no longer applicable in respect of such Series of
Preferred. If registration of such Series of Preferred under the Exchange Act
were terminated, Shares of such Series of Preferred would no longer be "margin
securities" or be eligible for NASDAQ reporting.
As of December 31, 1996, there were 7,616 holders of record of the 4
1/2% Preferred, 292 holders of record of the 3.35% Series, 1,778 holders of
record of the 4.40% Series, 1,001 holders of record of the 4.60% Series, 1
holder of record of the 5.95% Series, 1 holder of record of the 6.05% Series, 2
holders of record of the 6.125% Series, 1 holder of record of the 6.15% Series,
3 holders of record of the 6.33% Series and 26 holders of record of the 6.75%
Series.
THE COMPANIES, THEIR BOARDS OF DIRECTORS AND THEIR EXECUTIVE OFFICERS
MAKE NO RECOMMENDATION TO ANY SHAREOWNER AS TO WHETHER TO TENDER ANY OR ALL
SHARES OF ANY SERIES OF PREFERRED PURSUANT TO THE OFFER. SHAREOWNERS MUST MAKE
THEIR OWN DECISIONS AS TO WHETHER TO TENDER SHARES OF ANY SERIES OF PREFERRED
PURSUANT TO THE OFFER AND, IF SO, HOW MANY SHARES TO TENDER.
5
<PAGE>
Section 2. Certain Legal Matters; Regulatory Approvals; No Appraisal Rights.
On January 30, 1997, PP&L filed a Securities Certificate with the
Pennsylvania Public Utility Commission ("PUC") in connection with the proposed
offering of Trust Preferred Securities described under Section 9--"Certain
Information Concerning the Companies--Registration Statement" and Section
10--"Source and Amount of Funds." This filing included a request for PUC
approval of an arrangement pursuant to which Resources would borrow (either
directly or indirectly) from PP&L the amount necessary to fund the tender offer.
PP&L expects PUC action on this filing on or about March 13, 1997. Other than
such approval by the PUC, Resources is not aware of any license or regulatory
permit that would be material to the Companies' business that might be adversely
affected by Resources' acquisition of Shares as contemplated in the Offer or of
any other approval or other action by any government or governmental,
administrative or regulatory authority or agency, domestic or foreign, that
would be required for Resources' acquisition or ownership of Shares pursuant to
the Offer. Should any other approval or other action be required, Resources
currently contemplates that it will seek such approval or other action.
Resources cannot predict whether it may determine that it is required to delay
the acceptance for payment of, or payment for, Shares tendered pursuant to the
Offer pending the outcome of any such matter. There can be no assurance that any
such approval or other action, if needed, would be obtained or would be obtained
without substantial conditions or that the failure to obtain any such approval
or other action might not result in adverse consequences to the Companies'
business. Resources intends to make all required filings under the Exchange Act.
Resources' obligation under the Offer to accept for payment, or make payment
for, Shares is subject to certain conditions. See Section 7--"Certain Conditions
of the Offer."
No approval of the holders of any Shares or the holders of any of
PP&L's other securities is required in connection with the Offer. No appraisal
rights are available to holders of Shares in connection with the Offer.
THE OFFER
Section 3. Number of Shares; Purchase Price; Expiration Date; Receipt of
Dividends; Extension of the Offer.
Number of Shares; Purchase Price; Expiration Date. Upon the terms and
subject to the conditions of the Offer, Resources will accept for payment (and
thereby purchase) any and all Shares of a Series of Preferred validly tendered
(and not withdrawn) on or prior to the Expiration Date (as defined below) with
respect to that Series of Preferred at the applicable purchase price per Share
listed on the front cover page of this Offer to Purchase. The term "Expiration
Date" means 12:00 midnight, New York City time, on Friday, April 4, 1997, unless
and until Resources shall have extended the period of time during which the
Offer with respect to a Series of Preferred is open, in which event the term
"Expiration Date" with respect to such Series of Preferred shall refer to the
latest time and date to which the Offer with respect to such Series of Preferred
is extended. The Offer for one Series of Preferred is independent of the Offer
for any other Series of Preferred. The Offer is not conditioned on any minimum
number of Shares of the applicable Series of Preferred being tendered. The
Offer, however, is subject to certain other conditions. See Section 7--"Certain
Conditions of the Offer."
Receipt of Dividends. The Board of Directors of PP&L declared dividends
on the Preferred Stock at its meeting on February 26, 1997. A regular quarterly
dividend for each Series of Preferred will be paid on April 1, 1997, to holders
of record as of the close of business on March 10, 1997. Accordingly, a holder
of record of Shares as of the close of business on March 10, 1997 who tenders
Shares will be entitled to the regular quarterly dividend regardless of when
such tender is made. Holders of Shares purchased pursuant to the Offer will not
be entitled to any dividends in respect of any later dividend periods. See
Section 8--"Price Range of Shares; Dividends."
Extension of the Offer. Resources expressly reserves the right, in its
sole discretion, at any time or from time to time to extend the period of time
during which the Offer is open with respect to any Series of Preferred by giving
oral or written notice of such extension to the Depositary and making a public
announcement thereof. If Resources extends the Offer with respect to one Series
of Preferred, Resources is under no obligation to extend the Offer with respect
to any other Series of Preferred. See Section 12--"Extension of Tender Period;
Termination;
6
<PAGE>
Amendments." There can be no assurance, however, that Resources will exercise
its right to extend any Offer or, if the Offer for one Series of Preferred is
extended, that the Offer for any other Series of Preferred will also be
extended.
If (a) Resources (i) increases or decreases the price to be paid for
the Shares of a Series of Preferred hereunder or decreases the number of Shares
of a Series of Preferred being sought or (ii) increases or decreases the
Soliciting Dealers' fees, and (b) the applicable Offer is scheduled to expire at
any time earlier than the tenth business day from and including the date that
notice of such increase or decrease is first published, sent or given in the
manner specified in Section 12--"Extension of the Tender Period; Termination;
Amendments," the Offer for such Shares of that Series of Preferred will be
extended until the expiration of such ten business day period. For purposes of
the Offer, "business day" means any day other than a Saturday, Sunday or Federal
holiday and consists of the time period from 12:01 a.m. through 12:00 midnight,
New York City time.
All Shares of a Series of Preferred will be purchased at the applicable
purchase price, net to the seller in cash. All tendered Shares not purchased
pursuant to the Offer will be returned to the tendering Shareowners at
Resources' expense promptly following the applicable Expiration Date.
Section 4. Procedure for Tendering Shares.
Tender of Shares. For Shares to be validly tendered pursuant to the
Offer, either (i) a properly completed and duly executed Letter of Transmittal
and the certificates for such Shares, together with any required signature
guarantees and any other documents required by the Letter of Transmittal or a
confirmation of book-entry transfer ("Book-Entry Confirmation"), including an
Agent's Message (as defined below), must be received by the Depositary at any
one of its addresses set forth on the back cover of this Offer to Purchase or
(ii) the tendering Shareowner must comply with the guaranteed delivery procedure
set forth below on or prior to the applicable Expiration Date. The term "Agent's
Message" means a message transmitted by a Book-Entry Transfer Facility (as
defined below) to and received by the Depositary and forming a part of a
Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has
received an express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering the Shares which are the subject of such Book-Entry
Confirmation, that such participant has received and agrees to be bound by the
terms of the applicable Letter of Transmittal and that the Company may enforce
such agreement against such participant.
A tender of Shares made pursuant to any method of delivery set forth
herein or in the applicable Letter of Transmittal and Resources' acceptance
thereof for payment will constitute a binding agreement between the tendering
holder and Resources upon the terms and subject to the conditions of the Offer.
NO ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS OF SHARES WILL BE
ACCEPTED.
Book-Entry Delivery. The Depositary will establish an account with
respect to the Shares at The Depository Trust Company and The Philadelphia
Depository Trust Company (together referred to as the "Book-Entry Transfer
Facilities") for purposes of the Offer within two business days after the date
of this Offer to Purchase. Any financial institution that is a participant in a
Book-Entry Transfer Facility's system may make delivery of Shares by causing
such Book-Entry Transfer Facility to transfer such Shares into the Depositary's
account in accordance with the procedures of such Book-Entry Transfer Facility.
Prior to the applicable Expiration Date, a Book-Entry Confirmation, including an
Agent's Message, in connection with any book-entry transfer must be transmitted
to, and received by, the Depositary at one of its addresses set forth on the
back cover of this Offer to Purchase or the guaranteed delivery procedure set
forth below must be complied with. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY
TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S
PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
Signature Guarantees and Method of Delivery. Except as otherwise
provided below, all signatures on a Letter of Transmittal must be guaranteed by
a financial institution (including most banks, savings and loan
7
<PAGE>
associations and brokerage houses) that is a participant in the Security
Transfer Agents Medallion Program or the Stock Exchange Medallion Program (each
of the foregoing being referred to as an "Eligible Institution"). Signatures on
a Letter of Transmittal need not be guaranteed if (a) such Letter of Transmittal
is signed by the registered holder of the Shares tendered therewith and such
holder has not completed the box entitled "Special Payment Instructions" or the
box entitled "Special Delivery Instructions" on the applicable Letter of
Transmittal or (b) such Shares are tendered for the account of an Eligible
Institution. If Shares are registered in the name of a person other than the
signatory on the applicable Letter of Transmittal, or if unpurchased Shares are
to be issued to a person other than the registered holder(s), the certificates
must be endorsed or accompanied by appropriate stock powers, in either case
signed exactly as the name or names of the registered holder(s) appear on the
Shares with the signature(s) on the Shares or stock powers guaranteed as
aforesaid. See Instructions 1 and 5 to the applicable Letter of Transmittal.
THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED DOCUMENTS IS AT
THE OPTION AND RISK OF THE TENDERING SHAREOWNER. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY.
Guaranteed Delivery Procedure. If a Shareowner desires to tender Shares
pursuant to the Offer and cannot deliver certificates for such Shares and all
other required documents to the Depositary on or prior to the applicable
Expiration Date, or the procedure for book-entry transfer cannot be complied
with in a timely manner, such Shares nevertheless may be tendered if all of the
following conditions are met:
(a) such tender is made by or through an Eligible
Institution;
(b) a properly completed and duly executed Notice of
Guaranteed Delivery in the form provided by Resources is received by
the Depositary as provided below on or prior to the applicable
Expiration Date; and
(c) either (i) the certificates for such Shares, together with
a properly completed and duly executed Letter of Transmittal for the
Series of Preferred being tendered, and any other documents required by
such Letter of Transmittal or (ii) a Book-Entry Confirmation of
transfer of such Shares into the Depositary's account at one of the
Book-Entry Transfer Facilities are received by the Depositary no later
than 5:00 p.m., New York City time, on the third NYSE trading day after
the Expiration Date.
The Notice of Guaranteed Delivery may be delivered by hand or
transmitted by facsimile transmittal, mail or through a Book-Entry Transfer
Facility system to the Depositary and must include a guarantee by an Eligible
Institution in the form set forth in such Notice.
Determination of Validity; Rejection of Shares; Waiver of Defects; No
Obligation to Give Notice of Defects. All questions as to the form of documents
and the validity, eligibility (including time of receipt) and acceptance for
payment of any tender of Shares will be determined by Resources, in its sole
discretion, and its determination shall be final and binding. Resources reserves
the absolute right to reject any or all tenders of Shares that it determines are
not in proper form or the acceptance for payment of or payment for which may, in
the sole opinion of Resources', be unlawful. Resources also reserves the
absolute right to waive any defect or irregularity in any tender of Shares. No
tender of Shares will be deemed to be properly made until all defects or
irregularities have been cured or waived. None of Resources, the Dealer Manager,
the Depositary, the Information Agent or any other person will be under any duty
to give notice of any defect or irregularity in tenders, nor shall any of them
incur any liability for failure to give any such notice.
Section 5. Withdrawal Rights.
Tenders of Shares of a Series of Preferred made pursuant to the Offer
may be withdrawn at any time on or prior to the Expiration Date with respect to
such Series of Preferred. Thereafter, such tenders are irrevocable,
8
<PAGE>
except that they may be withdrawn after 12:00 midnight, New York City time, on
Friday, April 25, 1997, unless theretofore accepted for payment as provided in
this Offer to Purchase.
To be effective, a written or facsimile transmission notice of
withdrawal must be received in a timely manner by the Depositary at one of its
addresses or facsimile numbers set forth on the back cover of this Offer to
Purchase and must specify the name of the person who tendered the Shares of the
applicable Series of Preferred to be withdrawn and the number of Shares to be
withdrawn. If the Shares of the applicable Series of Preferred to be withdrawn
have been delivered to the Depositary, a signed notice of withdrawal with
signatures guaranteed by an Eligible Institution (except in the case of Shares
tendered by an Eligible Institution) must be submitted prior to the release of
such Shares. In addition, such notice must specify, in the case of Shares
tendered by delivery of certificates, the name of the registered holder (if
different from that of the tendering Shareowner) and the serial numbers shown on
the particular certificates evidencing the Shares to be withdrawn or, in the
case of Shares tendered by book-entry transfer, the name and number of the
account at one of the Book-Entry Transfer Facilities to be credited with the
withdrawn Shares and the name of the registered holder (if different from the
name on such account). Withdrawals may not be rescinded, and Shares withdrawn
thereafter will be deemed not validly tendered for purposes of the Offer.
However, withdrawn Shares may be re-tendered by following one of the procedures
described in Section 4--"Procedure for Tendering Shares" at any time on or prior
to the applicable Expiration Date.
All questions as to the form and validity (including time of receipt)
of any notice of withdrawal will be determined by Resources in its sole
discretion, and its determination shall be final and binding. None of Resources,
the Dealer Manager, the Depositary, the Information Agent or any other person
will be under any duty to give notification of any defect or irregularity in any
notice of withdrawal or incur any liability for failure to give any such
notification.
Section 6. Acceptance for Payment of Shares and Payment of Purchase Price.
Upon the terms and subject to the conditions of the Offer and promptly
after the Expiration Date with respect to a Series of Preferred, Resources will
accept for payment and pay for Shares of that Series of Preferred validly
tendered. See Section 3--"Number of Shares; Purchase Price; Expiration Date;
Receipt of Dividends; Extension of the Offer" and Section 7--"Certain Conditions
of the Offer." Thereafter, payment for all Shares of that Series of Preferred
validly tendered on or prior to the applicable Expiration Date and accepted for
payment pursuant to the Offer will be made by the Depositary by check promptly
after the Expiration Date. In all cases, payment for Shares accepted for payment
pursuant to the Offer will be made only after timely receipt by the Depositary
of (i) certificates for Shares, a properly completed and duly executed Letter of
Transmittal for the Series of Preferred so tendered and any other required
documents or (ii) a Book-Entry Confirmation of transfer of such Shares into the
Depositary's account at one of the Book-Entry Transfer Facilities.
For purposes of the Offer, Resources will be deemed to have accepted
for payment (and thereby purchased) Shares that are validly tendered and not
withdrawn when, as and if it gives oral or written notice to the Depositary of
its acceptance for payment of such Shares pursuant to the Offer. Resources will
pay for Shares that it has purchased pursuant to the Offer by depositing the
purchase price therefor with the Depositary. The Depositary will act as agent
for tendering Shareowners for the purpose of receiving payment from Resources
and transmitting payment to tendering Shareowners. Under no circumstances will
interest be paid on amounts to be paid to tendering Shareowners, regardless of
any delay in making such payment.
Certificates for all Shares not purchased will be returned (or, in the
case of Shares tendered by book-entry transfer, such Shares will be credited to
an account maintained with a Book-Entry Transfer Facility) promptly, without
expense to the tendering Shareowner.
Payment for Shares may be delayed in the event of difficulty in
determining the number of Shares properly tendered. In addition, if certain
events occur, Resources may not be obligated to purchase Shares pursuant to the
Offer. See Section 7--"Certain Conditions of the Offer."
9
<PAGE>
Resources will pay or cause to be paid any stock transfer taxes with
respect to the sale and transfer of any Shares to Resources or its order
pursuant to the Offer. However, if payment of the purchase price is to be made
to, or Shares not tendered or not purchased are to be registered in the name of,
any person other than the registered holder, or if tendered Shares are
registered in the name of any person other than the person signing the
applicable Letter of Transmittal, the amount of any stock transfer taxes
(whether imposed on the registered holder, such other person or otherwise)
payable on account of the transfer to such person will be deducted from the
purchase price, unless satisfactory evidence of the payment of such taxes, or
exemption therefrom, is submitted. See Instruction 6 to the applicable Letter of
Transmittal.
Backup Withholding. To prevent backup U.S. federal income tax
withholding with respect to the purchase price of Shares purchased pursuant to
the Offer, a holder of Shares (except as set forth herein) must provide the
Depositary with the holder's correct taxpayer identification number and certify
whether the holder is subject to backup withholding of U.S. federal income tax
by completing the Substitute Form W-9 included in the applicable Letter of
Transmittal. Certain holders of Shares (including, among others, all
corporations and certain foreign Shareowners) are not subject to these backup
withholding and reporting requirements (although foreign Shareowners are subject
to other withholding requirements). See Section 13--"Certain U.S. Federal Income
Tax Consequences." In order for a foreign Shareowner to qualify as an exempt
recipient, the holder must submit a Form W-8, Certificate of Foreign Status,
signed under penalties of perjury, attesting to that Shareowner's exempt status.
Unless an exemption applies under the applicable law and regulations concerning
"backup withholding" of U.S. federal income tax, the Depositary will be required
to withhold, and will withhold, 31% of the gross proceeds otherwise payable to a
holder of Shares or other payee unless the holder of such Shares or other payee
certifies that such person is not otherwise subject to backup withholding,
provides such person's tax identification number (social security number or
employer identification number) and certifies that such number is correct. Each
tendering holder of Shares should complete and sign the main signature form and,
other than foreign Shareowners, the Substitute Form W-9 included as part of the
applicable Letter of Transmittal, so as to provide the information and
certification necessary to avoid backup withholding, unless an applicable
exemption exists and is proved in a manner satisfactory to Resources and the
Depositary. Foreign Shareowners generally should complete and sign a Form W-8, a
copy of which may be obtained from the Depositary, in order to avoid backup
withholding.
ANY TENDERING SHAREOWNER OR OTHER PAYEE WHO FAILS TO COMPLETE AND SIGN
THE SUBSTITUTE FORM W-9 INCLUDED IN THE APPLICABLE LETTER OF TRANSMITTAL (OR, IN
THE CASE OF A FOREIGN SHAREOWNER, FORM W-8 OBTAINABLE FROM THE DEPOSITARY) MAY
BE SUBJECT TO REQUIRED U.S. FEDERAL INCOME TAX WITHHOLDING OF 31% OF THE GROSS
PROCEEDS PAYABLE TO SUCH SHAREOWNER OR OTHER PAYEE PURSUANT TO THE OFFER.
Section 7. Certain Conditions of the Offer.
Notwithstanding any other provisions of the Offer, or any extension of
the Offer with respect to one or more Series of Preferred, Resources will not be
required to accept for payment and pay for Shares of a Series of Preferred in
respect of any validly tendered Shares and may terminate the Offer with respect
to such Series of Preferred (by oral or written notice to the Depositary and
timely public announcement) or may modify or otherwise amend any such Offer with
respect to such Shares, if any of the following conditions are not waived or
satisfied on or prior to the time of acceptance for payment of, or payment for,
such tendered Shares:
(a) there shall have been threatened, instituted or pending any
action or proceeding by any government or governmental, regulatory or
administrative agency, authority or tribunal or any other person,
domestic or foreign, or before any court, authority, agency or tribunal
that (i) challenges the acquisition of Shares of any Series of
Preferred pursuant to the Offer or otherwise in any manner, directly or
indirectly, relates to or affects the Offer or (ii) in the reasonable
judgment of Resources, would or might affect materially and adversely
the business, condition (financial or other), income, operations or
prospects of Resources and its subsidiaries taken as a whole, or
otherwise impair materially in any way the contemplated
10
<PAGE>
future conduct of the business of Resources or any of its subsidiaries
or impair materially the Offer's contemplated benefits to Resources;
(b) there shall have been any action threatened, pending or taken,
or approval withheld, or any statute, rule, regulation, judgment, order
or injunction threatened, proposed, sought, promulgated, enacted,
entered, amended, enforced or deemed to be applicable to the Offer or
Resources or any of its subsidiaries, by any legislative body, court,
authority, agency or tribunal which, in Resources' reasonable judgment,
would or might directly or indirectly (i) make the acceptance for
payment of, or payment for, some or all of the Shares of any Series of
Preferred illegal or otherwise restrict or prohibit in any manner
consummation of the Offer, (ii) delay or restrict the ability of
Resources, or render Resources unable, to accept for payment or pay for
some or all of the Shares of any Series of Preferred, (iii) impair
materially the contemplated benefits of the Offer to Resources or (iv)
affect materially the business, condition (financial or other), income,
operations or prospects of Resources and its subsidiaries taken as a
whole, or otherwise impair materially in any way the contemplated
future conduct of the business of Resources or any of its subsidiaries;
(c) there shall have occurred (i) any general suspension of trading
in, or limitation on prices for, securities on any national securities
exchange or in the over-the-counter market, (ii) any significant
decline in the market price of the Shares of any Series of Preferred or
other securities of PP&L or Resources, (iii) any change in the general
political, market, economic or financial condition in the United States
or abroad that might have a material adverse effect on Resources'
business, operations, prospects or ability to obtain financing
generally or the trading in the Shares of any Series of Preferred or
other securities of PP&L or Resources, (iv) the declaration of a
banking moratorium or any suspension of payments in respect of banks in
the United States or any limitation on, or any event which might affect
the extension of credit by lending institutions in the United States,
(v) the commencement of a war, armed hostilities or other international
or national calamity directly or indirectly involving the United
States; (vi) in the case of any of the foregoing existing at the time
of the commencement of the Offer, a material acceleration or worsening
thereof; or (vii) there shall have been any decrease in the ratings
accorded any of the securities of Resources or PP&L by S&P, Moody's or
any other nationally recognized statistical rating organization or that
S&P, Moody's or such other organization has announced that it has
placed any such rating under surveillance or review with possible
negative implications;
(d) a tender or exchange offer with respect to some or all of the
Shares of any Series of Preferred or other securities of Resources or
PP&L, or a merger, acquisition or other business combination for
Resources or PP&L, shall have been proposed, announced or made by
another person;
(e) there shall have occurred any event or events that have
resulted, or may result in, an actual or threatened change in the
business, condition (financial or other), income, operations, stock
ownership or prospects of Resources and its subsidiaries;
(f) there shall have occurred any decline in the S&P's Composite 500
Stock Index by an amount in excess of 15% measured from the close of
business on February 27, 1997; or
(g) the PUC shall have disapproved of the arrangement under which
Resources will borrow (either directly or indirectly) from PP&L the
amount necessary to fund the Offer.
and, in the sole judgment of Resources, such event or events make it undesirable
or inadvisable to proceed with the Offer with respect to such Series of
Preferred or with such payment or acceptance for payment. The consummation of
the Offer for any Series of Preferred is not conditioned on the consummation of
the Offer for any other Series of Preferred.
The foregoing conditions are for the sole benefit of Resources and may
be asserted by Resources regardless of the circumstances (including any action
or inaction by Resources) giving rise to any such condition with respect to any
or all Series of Preferred, and any such condition may be waived by Resources
with respect to any or all
11
<PAGE>
Series of Preferred at any time and from time to time in its sole discretion.
Resources' decision to terminate or otherwise amend the Offer, following the
occurrence of any of the foregoing, with respect to one Series of Preferred will
not create an obligation on behalf of Resources similarly to terminate or
otherwise amend the Offer with respect to any other Series of Preferred. The
failure by Resources at any time to exercise any of the foregoing rights shall
not be deemed a waiver of any such right and each such right shall be deemed an
ongoing right which may be asserted at any time and from time to time. Any
determination by Resources concerning the events described above will be final
and binding on all parties.
Section 8. Price Ranges of Shares; Dividends.
Price Range of Shares. The Shares of the 4 1/2% Preferred and the 4.40%
Series trade on the NYSE and the PhSE, and the 3.35% Series and the 4.60% Series
trade on the PhSE. The Shares of each of the other Series of Preferred are
traded in the over-the-counter ("OTC") market, to the extent trading occurs.
Trading of the Shares has been limited and sporadic, and information concerning
trading prices and volumes is difficult to obtain. The information set forth
below with respect to the 4 1/2% Preferred, the 3.35% Series, the 4.40% Series
and the 4.60% Series has been obtained from Bloomberg Financial Services, Inc.
and with respect to each of the other Series of Preferred has been obtained from
NASDAQ Trading & Market Services. The Companies make no representation as to the
accuracy of this information.
12
<PAGE>
DIVIDENDS AND PRICE RANGES OF PREFERRED STOCK
<TABLE>
<CAPTION>
1995 -- Quarters 1996 -- Quarters
----------------------------------------- ---------------------------------------- 1st Quarter
1st 2nd 3rd 4th 1st 2nd 3rd 4th 1997(c)
-------- -------- -------- -------- -------- -------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4 1/2% Preferred (a)
Dividends Paid Per Share.......... $ 1.125 $ 1.125 $ 1.125 $ 1.125 $ 1.125 $ 1.125 $ 1.125 $ 1.125 $ 1.125
Market Price Per Share (NYSE/PhSE)
High............................ 58.00 60.00 60.50 64.50 65.50 65.00 61.00 62.00 65.50
Low............................. 50.25 54.25 56.75 59.00 61.50 56.50 56.00 57.25 58.00
3.35% Series (a)
Dividends Paid Per Share.......... $ 0.8375 $ 0.8375 $ 0.8375 $ 0.8375 $ 0.8375 $ 0.8375 $ 0.8375 $ 0.8375 $ 0.8375
Market Price Per Share (PhSE)
High............................ 38.50 43.25 44.50 45.00 45.60 44.83 45.00 44.25 46.00
Low............................. 37.50 42.00 39.50 45.00 43.75 42.63 41.00 41.88 41.00
4.40% Series (a)
Dividends Paid Per Share.......... $ 1.10 $ 1.10 $ 1.10 $ 1.10 $ 1.10 $ 1.10 $ 1.10 $ 1.10 $ 1.10
Market Price Per Share (NYSE/PhSE)
High............................ 58.50 62.00 59.00 64.50 64.50 63.00 64.59 66.00 67.50
Low............................. 50.00 54.50 56.38 59.00 61.00 58.00 58.25 60.75 63.00
4.60% Series (a)
Dividends Paid Per Share.......... $ 1.15 $ 1.15 $ 1.15 $ 1.15 $ 1.15 $ 1.15 $ 1.15 $ 1.15 $ 1.15
Market Price Per Share (PhSE)
High............................ 57.00 57.00 62.25 64.88 60.38 * 63.88 68.40 70.34
Low............................. 53.25 57.00 58.50 54.13 60.38 * 58.00 60.00 63.00
5.95% Series (b)
Dividends Paid Per Share.......... $ 1.4875 $ 1.4875 $ 1.4875 $ 1.4875 $ 1.4875 $ 1.4875 $ 1.4875 $ 1.4875 $ 1.4875
Market Price Per Share (OTC)
High............................ 98.17 * * * * * * * *
Low............................. 98.00 * * * * * * * *
6.05% Series (b)
Dividends Paid Per Share.......... $ 1.5125 $ 1.5125 $ 1.5125 $ 1.5125 $ 1.5125 $ 1.5125 $ 1.5125 $ 1.5125 $ 1.5125
Market Price Per Share (OTC)
High............................ * * * * * * * * *
Low............................. * * * * * * * * *
6.125% Series (b)
Dividends Paid Per Share.......... $1.53125 $1.53125 $1.53125 $1.53125 $1.53125 $1.53125 $1.53125 $1.53125 $ 1.5312
Market Price Per Share (OTC)
High............................ 90.00 101.47 101.50 * * * 96.61 98.52 *
Low............................. 86.50 98.00 99.25 * * * 96.61 98.52 *
6.15% Series (b)
Dividends Paid Per Share.......... $ 1.5375 $ 1.5375 $ 1.5375 $ 1.5375 $ 1.5375 $ 1.5375 $ 1.5375 $ 1.5375 $ 1.5375
Market Price Per Share (OTC)
High............................ 95.83 102.00 * * 102.50 97.38 * 103.25 *
Low............................. 92.87 101.38 * * 102.50 97.38 * 102.59 *
6.33% Series (b)
Dividends Paid Per Share.......... $ 1.5825 $ 1.5825 $ 1.5825 $ 1.5825 $ 1.5825 $ 1.5825 $ 1.5825 $ 1.5825 $ 1.5825
Market Price Per Share (OTC)
High............................ 96.13 100.50 101.38 103.75 103.25 97.50 100.00 102.44 *
Low............................. 88.50 95.50 100.13 101.75 101.50 96.63 98.25 100.00 *
6.75% Series (b)
Dividends Paid Per Share.......... $ 1.6875 $ 1.6875 $ 1.6875 $ 1.6875 $ 1.6875 $ 1.6875 $ 1.6875 $ 1.6875 $ 1.6875
Market Price Per Share (OTC)
High............................ 93.31 94.75 96.40 101.90 94.70 95.42 99.27 105.61 95.00
Low............................. 83.88 84.38 94.90 88.25 87.00 85.00 90.50 99.92 91.50
</TABLE>
- ------------------
(a) Source: Bloomberg Financial Services, Inc.
(b) Source: NASDAQ Trading & Market Services.
(c) Through February 27, 1997.
* Information on trading activity, if any, not available.
13
<PAGE>
The last reported sales or bid prices of the Shares and the number of
issued and outstanding Shares with respect to each Series of Preferred are set
forth on page 2 of this Offer to Purchase under "Introduction". Resources
believes that such last reported sales or bid price with respect to each Series
of Preferred may not be indicative of the market value of the Shares of such
Series of Preferred. Depending on the number of Shares of a Series of Preferred
outstanding after the Offer, the liquidity of such Shares could be affected
adversely. Resources and its affiliates currently do not own any Shares of any
Series of Preferred. See Section 1--"Purpose of the Offer; Certain Effects of
the Offer; Plans of the Companies After the Offer."
Shareowners are urged to obtain current market quotations, if
available, for the Shares.
Dividends. The holders of each Series of Preferred are entitled to
receive, when and as declared by the Board of Directors of PP&L out of funds
legally available for the payment of dividends, and in preference to any
dividends or distributions on the common stock of PP&L, cash dividends at the
annual rate specified for that Series of Preferred, and no more, cumulative and
payable quarterly with respect to each calendar quarterly period, on or before
the first day of each January, April, July and October.
To date, PP&L has made in a timely manner all quarterly dividend
payments on each Series of Preferred.
The Board of Directors of PP&L declared dividends on each Series of
Preferred at its meeting on February 26, 1997. A regular quarterly dividend on
each Series of Preferred will be paid on April 1, 1997, to holders of record as
of the close of business on March 10, 1997. Accordingly, a holder of record of
Shares as of the close of business on March 10, 1997 who tenders shares will be
entitled to the regular quarterly dividend regardless of when such tender is
made. Holders of Shares purchased pursuant to the Offer will not be entitled to
any dividends in respect of any later dividend periods.
Section 9. Certain Information Concerning the Companies.
PP&L is an operating electric utility, incorporated under the laws of
the Commonwealth of Pennsylvania in 1920. PP&L serves approximately 1.2 million
customers in a 10,000 square mile territory in 29 counties of central eastern
Pennsylvania with a population of approximately 2.6 million persons. This
service area has 129 communities with populations over 5,000, the largest cities
of which are Allentown, Bethlehem, Harrisburg, Hazleton, Lancaster, Scranton,
Wilkes-Barre and Williamsport.
To take advantage of new business opportunities, both domestically and
in foreign countries, PP&L formed a holding company structure, effective April
27, 1995, after receiving all necessary regulatory approvals and shareowner
approval at PP&L's 1995 annual meeting. As a result, PP&L became a direct
subsidiary of Resources. Accordingly, Resources elects all of the directors of
PP&L. If all of the outstanding Shares are tendered and purchased pursuant to
the Offer, Resources will own all of the equity interests in PP&L. Since the
formation of Resources, there has not been any transaction between the Companies
involving an amount exceeding one percent of PP&L's revenues other than the
payment by PP&L of dividends to Resources, short-term intercompany borrowings
and the provision of corporate services in the ordinary course of business.
The principal executive offices of the Companies are located at Two
North Ninth Street, Allentown, Pennsylvania 18101.
Registration Statement. PP&L and PP&L Capital Trust, a special purpose
business trust controlled by PP&L, have filed a registration statement under the
Securities Act of 1933, as amended, with respect to a proposed offering of
$100,000,000 aggregate liquidation amount of trust originated preferred
securities ("Trust Preferred Securities"), issued by PP&L Capital Trust and
guaranteed by PP&L to the extent set forth in such registration statement.
Following the commencement of the Offer, and subject to market and other
conditions, it is expected that PP&L and PP&L Capital Trust will effect a public
offering of Trust Preferred Securities. As set forth in Section 10 - "Source and
Amount of Funds," it is expected that the proceeds of such offering will be
loaned to Resources to finance a portion of the purchase price for the Shares
tendered pursuant to the Offer.
14
<PAGE>
Selected Financial Data of PP&L. The following selected consolidated
financial data of PP&L for each of the years ended December 31, 1996 and 1995
have been derived from audited financial statements contained in PP&L's Annual
Report on Form 10-K for the year ended December 31, 1996. This financial data is
qualified by the detailed information and financial statements included in such
report.
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------------
1995(a) 1996
------------------- -------------------
(in millions, except ratios)
<S> <C> <C>
Operating Revenues................................... $2,752 $2,910
Operating Income..................................... 574 556
Net Income........................................... $ 352 $ 357
Ratio of Earnings to Fixed Charges(b)................ 3.48 3.50
Ratio of Earnings to Combined Fixed Charges and
Preferred Dividend Requirements(c)................. 2.92 2.93
</TABLE>
- ------------------
(a) Earnings for 1995 were positively affected by the final order of the
Pennsylvania Public Utility Commission issued on September 27, 1995
pertaining to PP&L's base rate case filed in December 1994. The decision
increased revenues and permitted recovery of voluntary early retirement
and post-retirement benefits other than pensions and disallowed certain
costs applicable to the construction of Susquehanna Unit 1. In addition,
PP&L realized a gain on the sale of subsidiary coal reserves which were
previously written down in 1994.
(b) Fixed charges include interest expense and the estimated interest
component of rentals.
(c) Combined fixed charges and preferred dividend requirements include
interest expense, preferred dividend requirements and the estimated
interest component of rentals.
Capitalization of PP&L. The following table sets forth the
capitalization of PP&L as of December 31, 1996, and as adjusted to reflect (i)
the planned issuance of $100,000,000 of Trust Preferred Securities, (ii) the
planned redemption on April 1, 1997 by PP&L of $30 million of 6.75% First
Mortgage Bonds due November 1997, $40 million of 7.0% First Mortgage Bonds due
January 1999, $60 million of 7.25% First Mortgage Bonds due February 2001 and
$80 million of 7.5% First Mortgage Bonds due January 2003 and (iii) the
consummation of this Offer (assuming all of the outstanding Shares are tendered
and purchased). The following data is qualified by the detailed information and
financial statements included in PP&L's Annual Report on Form 10-K for the year
ended December 31, 1996.
<TABLE>
<CAPTION>
At December 31, 1996
--------------------------------------------------------
Percentage
Actual As Adjusted (%)
-------------- ------------------- -----------------
(in millions, except percentages)
<S> <C> <C> <C>
Long-Term Debt (including current maturities)... $2,832 $2,622 49.1%
Trust Preferred Securities...................... 0 100 1.9
Preferred Stock:
With Sinking Funds............................. 295 0 0.0
Without Sinking Funds.......................... 171 0 0.0
Common Equity................................... 2,617 2,617 49.0
--------- --------- -------
Total Capitalization......................... $5,915 $5,339 100.0%
========= ========= =======
</TABLE>
Additional Information. Each Company is subject to the informational
requirements of the Exchange Act, and in accordance therewith files reports and
other information with the Commission. Resources also has filed a Rule 13e-3
Transaction Statement on Schedule 13E-3 and an Issuer Tender Offer Statement on
Schedule 13E-4 with the Commission, which includes certain additional
information relating to the Offer.
Such reports and other information filed by the Companies with the
Commission pursuant to the informational requirements of the Exchange Act may be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington,
D.C. 20549, and
15
<PAGE>
at the following Regional Offices of the Commission: Chicago Regional Office,
Suite 1400, Citicorp Center, 14th Floor, 500 West Madison Street, Chicago,
Illinois 60661; and New York Regional Office, 7 World Trade Center, 13th Floor,
Suite 1300, New York, New York 10048. Copies of such material can be obtained at
prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549. Resources'
Schedules 13E-3 and 13E-4 will not be available at the Commission's Regional
Offices. The Commission maintains a Web site (http:\\www.sec.com) that contains
reports and other information regarding the Companies. In addition, reports and
other information concerning the Companies may be inspected at the offices of
the New York Stock Exchange, 20 Broad Street, New York, New York 10005 and the
Philadelphia Stock Exchange, 1900 Market Street, Philadelphia, Pennsylvania
19103.
Resources undertakes to provide without charge to each person,
including any beneficial owner, to whom this Offer to Purchase is delivered,
upon written or oral request of such person, a copy of PP&L's Annual Report on
Form 10-K for the year ended December 31, 1996, other than exhibits thereto.
Such requests should be directed to Pennsylvania Power & Light Company, Two
North Ninth Street, Allentown, PA 18101, Attention: Investor Services Department
(800/345-3085).
Section 10. Source and Amount of Funds.
Assuming that Resources purchases all outstanding Shares pursuant to
the Offer, the total amount required by Resources to purchase such Shares will
be approximately $471.7 million, including fees and other expenses. It is
expected that PP&L will lend to Resources (either directly or indirectly) the
funds that Resources will need to complete the Offer. In this regard, PP&L
expects to derive the funds necessary to make the loan to Resources from the
planned $100 million public offering of Trust Preferred Securities, internally
generated funds, the liquidation of temporary investments and the issuance of
short-term debt. The Offer is not conditioned upon consummation of the planned
$100 million public offering of Trust Preferred Securities.
Section 11. Transactions and Agreements Concerning the Shares.
On March 16, 1994, PP&L issued and sold pursuant to a registration
statement under the Securities Act 300,000 Shares of the 5.95% Series, 250,000
Shares of the 6.05% Series and 250,000 Shares of the 6.15% Series in each case
at an offering price of $100 per Share and received aggregate net proceeds of
approximately $79.4 million.
Each of Resources and PP&L has been advised by its directors and
executive officers that no directors or executive officers of the Companies own
any Shares. Based upon the Companies' records and upon information provided to
each Company by its directors and executive officers, neither Company nor, to
the knowledge of either, any of their subsidiaries, affiliates, directors or
executive officers, or associates of the foregoing, has engaged in any
transactions involving Shares during the 60 business days preceding the date
hereof. Neither Company nor, to the knowledge of either, any of its directors or
executive officers or an associate of the foregoing is a party to any contract,
arrangement, understanding or relationship relating directly or indirectly to
the Offer with any other person or entity with respect to any securities of
PP&L.
Section 12. Extension of Tender Period; Termination; Amendments.
Resources expressly reserves the right, in its sole discretion and at
any time or from time to time prior to the Expiration Date, to extend the period
of time during which the Offer is open or otherwise amend or terminate the Offer
for any reason with respect to any Series of Preferred by giving oral or written
notice to the Depositary and making a public announcement thereof. There can be
no assurance, however, that Resources will exercise such right to extend the
Offer or, if the Offer with respect to one Series of Preferred is extended, that
the Offer with respect to any other Series of Preferred also will be extended.
If Resources makes a material change in the terms of the Offer or the
information concerning the Offer, or if it waives a material condition of the
Offer, with respect to a Series of Preferred (including an increase or decrease
in the consideration offered or change in the solicitation fee), Resources will
extend the Offer with respect
16
<PAGE>
to such Series of Preferred to the extent required by Rules 13e-4(d)(2) and
13e-4(e)(2) under the Exchange Act. Under these rules, the minimum period for
which the Offer must remain open following a material change or waiver, other
than an increase or decrease in the consideration offered or change in the
solicitation fee, will depend upon the facts and circumstances, including the
relative materiality of the change or waiver. With respect to an increase or
decrease in the consideration offered or change in the solicitation fee, the
Offer will be extended such that the Offer remains open for a minimum of ten
business days following the public announcement of such change. During any such
extension, all Shares of that Series of Preferred previously tendered will
remain subject to the Offer, except to the extent that such Shares may be
withdrawn as set forth in Section 5--"Withdrawal Rights."
If, with respect to a Series of Preferred, Resources extends the period
of time during which the Offer is open, is delayed in accepting for payment or
paying for Shares of that Series of Preferred or is unable to accept for payment
or pay for Shares pursuant to the Offer for any reason, then, without prejudice
to Resources' rights under the Offer, the Depositary may, on behalf of
Resources, retain all Shares of that Series of Preferred tendered, and such
Shares may not be withdrawn except as otherwise provided in this Section 12,
subject to Rule 13e-4(f)(5) under the Exchange Act, which provides that an
issuer making a tender offer either shall pay the consideration offered or
return the tendered securities promptly after the termination or withdrawal of
the tender offer.
THE OFFER FOR ONE SERIES OF PREFERRED IS INDEPENDENT OF THE OFFER FOR
ANY OTHER SERIES OF PREFERRED. IF RESOURCES EXTENDS, AMENDS OR TERMINATES THE
OFFER WITH RESPECT TO ONE SERIES OF PREFERRED FOR ANY REASON, RESOURCES WILL
HAVE NO OBLIGATION TO EXTEND, AMEND OR TERMINATE THE OFFER FOR ANY OTHER SERIES
OF PREFERRED.
Resources also expressly reserves the right, with respect to any Series
of Preferred, in its sole discretion, upon the occurrence of any of the
conditions specified in Section 7--"Certain Conditions of the Offer," to, among
other things, terminate the Offer and not accept for payment or pay for any
Shares tendered or, subject to Rule 13e- 4(f)(5) under the Exchange Act, which
requires Resources either to pay the consideration offered or to return the
Shares tendered promptly after the termination or withdrawal of the Offer, to
postpone acceptance for payment of or payment for Shares by, in the case of any
termination, giving oral or written notice of such termination to the Depositary
and making a public announcement thereof.
Extensions and terminations of and amendments to the Offer may be
effected by public announcement. Without limiting the manner in which Resources
may choose to make public announcement of any extension, termination or
amendment, Resources shall have no obligation (except as otherwise required by
applicable law) to publish, advertise or otherwise communicate any such public
announcement, other than by making a release to the Dow Jones News Service,
except in the case of an announcement of an extension of the Offer with respect
to any Series of Preferred, in which case Resources shall have no obligation to
publish, advertise or otherwise communicate such announcement other than by
issuing a notice of such extension by press release or other public
announcement, which notice shall be issued no later than 9:00 a.m., New York
City time, on the next business day after the previously scheduled Expiration
Date with respect to that Series of Preferred. Material changes to information
previously provided to holders of the Shares in this Offer to Purchase or in
documents furnished subsequent thereto will be disseminated to holders of Shares
in compliance with Rule 13e-4(e)(2) promulgated by the Commission under the
Exchange Act.
Section 13. Certain U.S. Federal Income Tax Consequences.
EACH HOLDER OF SHARES SHOULD CONSULT ITS OWN TAX ADVISOR WITH RESPECT
TO THE TAX CONSEQUENCES TO THE HOLDER OF TENDERING SHARES PURSUANT TO THE
OFFER.
In the opinion of Simpson Thacher & Bartlett, tax counsel to Resources,
the following summary describes the material United States federal income tax
consequences of sales of Shares pursuant to the Offer. Unless otherwise stated,
this summary deals only with beneficial owners of Shares ("Shareowners") who are
United States persons (as defined below) and who hold their Shares as capital
assets (as defined in Section 1221 of the Internal
17
<PAGE>
Revenue Code of 1986, as amended (the "Code")). As used herein, a "United States
person" means (i) a person that is a citizen or resident of the United States,
(ii) a corporation, partnership or other entity created or organized in or under
the laws of the United States or any political subdivision thereof, (iii) an
estate the income of which is subject to United States federal income taxation
regardless of its source or (iv) a trust if a court within the United States is
able to exercise primary supervision over the administration of such trust and
one or more United States fiduciaries have the authority to control all the
substantial decisions of such trust. The tax treatment of a Shareowner may vary
depending on his, her or its particular situation. This summary does not address
all of the United States federal income tax consequences that may be relevant to
a particular Shareowner or to Shareowners that may be subject to special tax
treatment, such as banks, real estate investment trusts, regulated investment
companies, insurance companies, dealers in securities or currencies, tax-exempt
investors, persons holding Shares as part of a hedging or conversion transaction
or a straddle, persons whose "functional currency" is not the United States
dollar or persons who own five percent or more of the stock of PP&L or any
Series of Preferred. In addition, this summary does not include any description
of any United States federal alternative minimum tax consequences or the tax
laws of any state, local or foreign jurisdiction that may be applicable to a
Shareowner. This summary is based on the Code, the Treasury regulations
promulgated thereunder and administrative and judicial interpretations thereof,
all as of the date hereof and all of which are subject to change, possibly on a
retroactive basis. SHAREOWNERS SHOULD CONSULT THEIR TAX ADVISORS WITH REGARD TO
THE APPLICATION OF THE UNITED STATES FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR
SITUATIONS AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE,
LOCAL OR FOREIGN TAXING JURISDICTION.
Characterization of the Sale
A sale of Shares by a Shareowner pursuant to the Offer will be a
taxable transaction for United States federal income tax purposes.
Tax Consequences to Shareowners
A Shareowner will recognize gain or loss equal to the difference
between the amount of cash received by the Shareowner pursuant to the Offer and
the Shareowner's adjusted tax basis in the Shares tendered therefor. Such gain
or loss will be capital gain or loss and will be long-term capital gain or loss
if the Shareowner has held the tendered Shares for more than one year (as of the
Expiration Date). Subject to certain limited exceptions, capital losses cannot
be applied to offset ordinary income for United States federal income tax
purposes.
Tax Consequences to Non-United States Shareowners
Subject to the discussion set forth below under the caption "Backup
Withholding," any gain realized upon the sale of Shares by a Non-United States
Shareowner pursuant to the Offer generally will not be subject to United States
federal income or withholding tax unless (i) such gain is effectively connected
with a trade or business carried on in the United States by the Non-United
States Shareowner, or (ii) in the case of a Non-United States Shareowner who is
an individual, such individual is present in the United States for 183 days or
more in the taxable year of such sale and certain other conditions are met. For
purposes of this discussion, a "Non-United States Shareowner" is any Shareowner
who is not a "United States person" (as defined above).
If the gain recognized by a Non-United States Shareowner upon a sale of
Shares pursuant to the Offer is effectively connected with a trade or business
carried on by the Non-United States Shareowner within the United States, the
Non-United States Shareowner will be subject to United States federal income tax
on such gain on a net income basis in the same manner as if it were a United
States person. In addition, if such Non-United States Shareowner is a foreign
corporation, it may be subject to a United States branch profits tax equal to
30% of its effectively connected earnings and profits for the taxable year,
subject to adjustments. For this purpose, such gain would be included in such
foreign corporation's effectively connected earnings and profits.
Alternatively, if a tendering Non-United States Shareowner is an
individual who is described in (ii) above (and the other requisite conditions
are satisfied), the gain realized by such individual on his or her sale of
Shares
18
<PAGE>
pursuant to the Offer may be subject to a flat 30% United States federal income
tax (i.e., the excess of such individual's United States-source capital gains
for the taxable year, over such individual's United States-source capital losses
for such taxable year, generally will be subject to a 30% United States federal
income tax unless an applicable United States tax treaty provides otherwise).
Backup Withholding
ANY TENDERING SHAREOWNER WHO FAILS TO COMPLETE AND SIGN THE SUBSTITUTE
FORM W-9 THAT IS INCLUDED IN THE APPLICABLE LETTER OF TRANSMITTAL (OR, IN THE
CASE OF A NON-UNITED STATES SHAREOWNER, FORM W-8 OBTAINABLE FROM THE DEPOSITARY)
MAY BE SUBJECT TO A REQUIRED UNITED STATES FEDERAL INCOME TAX BACKUP WITHHOLDING
OF 31% OF THE GROSS PROCEEDS PAYABLE TO SUCH SHAREOWNER PURSUANT TO THE OFFER.
To prevent backup United States federal income tax withholding with respect to
the purchase price paid for Shares purchased pursuant to the Offer, a Shareowner
must provide the Depositary with the Shareowner's correct taxpayer
identification number and certify that the Shareowner is not subject to backup
withholding of United States federal income tax by completing the Substitute
Form W-9 included in the applicable Letter of Transmittal. Certain Shareowners
(including, among others, all corporations and certain Non-United States
Shareowners) are exempt from such backup withholding. For a corporate Shareowner
to qualify for such exemption, such corporate Shareowner must provide the
Depositary with a properly completed and executed Substitute Form W-9 attesting
to its exempt status. In order for a Non-United States Shareowner to qualify as
an exempt recipient, the Non-United States Shareowner must submit an IRS Form W-
8, Certificate of Foreign Status, signed under penalties of perjury, attesting
to that Non-United States Shareowner's exempt status. A copy of an IRS Form W-8
may be obtained from the Depositary.
Unless a Shareowner provides the appropriate certification, the
Depositary will withhold 31% of the gross proceeds otherwise payable to a
Shareowner. The amount of any backup withholding from a payment to a Shareowner
will be allowed as a credit against such Shareowner's United States federal
income tax liability and may entitle such Shareowner to a refund, provided that
the required information is furnished to the IRS.
Section 14. Fees and Expenses.
Resources has retained Norwest Bank Minnesota, N.A., as Depositary,
Georgeson & Company Inc., as Information Agent, and Merrill Lynch, Pierce,
Fenner & Smith Incorporated, as Dealer Manager, in connection with the Offer.
The Information Agent and Dealer Manager will assist Shareowners who request
assistance in connection with the Offer and may request brokers, dealers and
other nominee Shareowners to forward materials relating to the Offer to
beneficial owners. Resources has agreed to pay the Dealer Manager, upon
acceptance for payment of Shares pursuant to the Offer, a fee of $0.50 per Share
paid for in the Offer. The Dealer Manager also will be reimbursed by Resources
for its reasonable out-of-pocket expenses, including attorneys' fees. The Dealer
Manager has rendered, is currently rendering and is expected to continue to
render various investment banking and other advisory services to Resources and
PP&L. It has received, and will continue to receive, customary compensation from
Resources and PP&L for such services. The Depositary and the Information Agent
will receive reasonable and customary compensation for their services in
connection with the Offer and also will be reimbursed for reasonable
out-of-pocket expenses, including attorneys' fees. Resources has agreed to
indemnify the Depositary, the Information Agent and the Dealer Manager against
certain liabilities in connection with the Offer, including certain liabilities
under the federal securities laws. Neither the Depositary nor the Information
Agent has been retained to make solicitations, and none of the Depositary, the
Information Agent or the Dealer Manager has been retained to make
recommendations with respect to the Offer, in their respective roles as
Depositary, Information Agent and Dealer Manager.
19
<PAGE>
Resources will pay to each designated Soliciting Dealer (as defined
herein) the per Share solicitation fees shown in the following table:
<TABLE>
<CAPTION>
Number of Shares
---------------------------------------
Less than 2,500 2,500 or greater
--------------- ----------------
<S> <C> <C>
4 1/2% Preferred $1.50 $1.00
3.35% Series $1.50 $1.00
4.40% Series $1.50 $1.00
4.60% Series $1.50 $1.00
6.75% Series $1.50 $1.00
5.95% Series $0.50 $0.50
6.05% Series $0.50 $0.50
6.15% Series $0.50 $0.50
6.125% Series $0.50 $0.50
6.33% Series $0.50 $0.50
</TABLE>
Provided, however, that any fee payable for transactions equal to or exceeding
2,500 Shares shall be payable 80% to the Dealer Manager and 20% to any
Soliciting Dealer (which may be the Dealer Manager). No such fee shall be
payable to a Soliciting Dealer in respect of Shares (a) beneficially owned by
such Soliciting Dealer or (b) registered in the name of such Soliciting Dealer
unless such Shares are held by such Soliciting Dealer as nominee and such Shares
are being tendered for the benefit of one or more beneficial owners identified
in the applicable Letter of Transmittal or in the applicable Notice of Solicited
Tenders (including in the materials provided to brokers and dealers).
For purposes of this Offer, a designated Soliciting Dealer is an entity
obtaining the tender, if the Letter of Transmittal shall include its name and it
is (a) any broker or dealer in securities, including the Dealer Manager in its
capacity as a broker or dealer, which is a member of any national securities
exchange or of the NASD, (b) any foreign broker or dealer not eligible for
membership in the NASD which agrees to conform to the NASD's Rules of Fair
Practice in soliciting tenders outside the United States to the same extent as
if it were an NASD member, or (c) any bank or trust company. No such fee shall
be payable to a Soliciting Dealer in respect of Shares (i) beneficially owned by
such Soliciting Dealer or (ii) registered in the name of such Soliciting Dealer
unless such Shares are held by such Soliciting Dealer as nominee and such Shares
are being tendered for the benefit of one or more beneficial owners identified
in the applicable Letter of Transmittal or in the applicable Notice of Solicited
Tenders (included in the materials provided to brokers and dealers). No such fee
shall be payable to a Soliciting Dealer with respect to the tender of Shares by
a holder (i) unless the applicable Letter of Transmittal accompanying such
tender designates such Soliciting Dealer, (ii) unless the Soliciting Dealer
returns a Notice of Solicited Tenders to the Depositary within three business
days after the applicable Expiration Date and (iii) to the extent such
Soliciting Dealer is required for any reason to transfer the amount of such fee
to any person (other than itself). No broker, dealer, bank, trust company or
fiduciary shall be deemed to be the agent of Resources, PP&L, the Depositary,
the Information Agent or the Dealer Manager for purposes of the Offer.
Soliciting Dealers will include any of the organizations described in
clauses (a), (b) and (c) above even when the activities of such organizations in
connection with the Offer consist solely of forwarding to clients materials
relating to the Offer, including the Letter of Transmittal and tendering Shares
as directed by beneficial owners thereof. No Soliciting Dealer is required to
make any recommendation to holders of Shares as to whether to tender or refrain
from tendering in the Offer. No assumption is made, in making payment to any
Soliciting Dealer, that its activities in connection with the Offer included any
activities other than those described above, and for all purposes noted in all
materials relating to the Offer, the term "solicit" shall be deemed to mean no
more than "processing shares tendered" or "forwarding to customers materials
regarding the Offer."
20
<PAGE>
Resources will pay (or cause to be paid) any stock transfer taxes on
its purchase of Shares, except as otherwise provided herein or in Instruction 6
of the applicable Letter of Transmittal.
Assuming that all Shares of each Series of Preferred pursuant to the
Offer are tendered and purchased by Resources, it is estimated that the expenses
incurred by Resources in connection with the Offer will be approximately as set
forth below. Resources will be responsible for paying all such expenses.
<TABLE>
<S> <C>
Dealer Manager fees $2,332,000
Solicitation fees $3,196,000
Printing and mailing fees $ 50,000
Filing fees $ 93,094
Legal and Miscellaneous $ 558,906
----------
Total $6,230,000
==========
</TABLE>
Section 15. Miscellaneous.
The Offer is not being made to, nor will Resources accept tenders from,
owners of Shares in any jurisdiction in which the Offer or its acceptance would
not be in compliance with the laws of such jurisdiction. Resources is not aware
of any jurisdiction where the making of the Offer or the tender of Shares would
not be in compliance with applicable law. If Resources becomes aware of any
jurisdiction where the making of the Offer or the tender of Shares is not in
compliance with any applicable law, Resources will make a good faith effort to
comply with such law. If, after such good faith effort, Resources cannot comply
with such law, the Offer will not be made to (nor will tenders be accepted from
or on behalf of) the holders of Shares residing in such jurisdiction. In any
jurisdiction in which the securities, Blue Sky or other laws require the Offer
to be made by a licensed broker or dealer, the Offer will be deemed to be made
on Resources' behalf by one or more registered brokers or dealers licensed under
the laws of such jurisdiction.
21
<PAGE>
The Depositary for the Offer is:
Norwest Bank Minnesota, N.A.
By Mail:
Norwest Bank Minnesota, N.A.
P.O. Box 64858
St. Paul, Minnesota 55164-0858
Attention: Reorganization Department
By Hand or By Overnight Courier:
Norwest Bank Minnesota, N.A.
161 North Concord Exchange
South St. Paul, Minnesota 55075-1139
Attention: Reorganization Department
By Hand New York Drop:
The Depository Trust Company
55 Water Street, 1st Floor
New York, New York 10041-0099
Facsimile Transmission: Confirm Receipt of Notice of
(612) 450-4263 Guaranteed Delivery by Telephone:
(800) 778-3303
Any questions or requests for assistance may be directed to the
Information Agent or the Dealer Manager at the respective telephone numbers and
addresses listed below. Requests for additional copies of this Offer to
Purchase, the applicable Letter of Transmittal, the applicable Notice of
Guaranteed Delivery, or other tender offer materials may be directed to the
Information Agent, and such copies will be furnished promptly at Resources'
expense. Each Shareowner may also contact its local broker, dealer, commercial
bank or trust company for assistance concerning the Offer.
The Information Agent for the Offer is:
Georgeson & Company Inc.
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll-Free: (800) 223-2064
The Dealer Manager for the Offer is:
Merrill Lynch & Co.
World Financial Center
250 Vesey Street
New York, New York 10281
1-888-ML4-TNDR (toll-free)
(1-888-654-8637 (toll-free))
- --------------------------------------------------------------------------------
ATTENTION
SHAREOWNERS WHO HAVE LOST CERTIFICATES
Please call PP&L's Investors Services Department at 1-800-345-3085
for assistance.
- --------------------------------------------------------------------------------
<PAGE>
Exhibit 99(a)(2)
FORM OF LETTER OF TRANSMITTAL
To Accompany
Shares of [ %] Series Preferred Stock ($100 par value)
CUSIP No. 709051-20-5
of
Pennsylvania Power & Light Company
Tendered Pursuant to the Offer to Purchase
by
PP&L Resources, Inc.
Dated March 3, 1997
- -------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, APRIL 4, 1997, UNLESS THE
OFFER IS EXTENDED.
- -------------------------------------------------------------------------------
To: Norwest Bank Minnesota, N.A., Depositary
By Mail: By Hand or: By Hand New York Drop:
Overnight Courier
Norwest Bank Norwest Bank The Depository
Minnesota, N.A. Minnesota, N.A Trust Company
P.O. Box 64858 161 North Concord Exchange 55 Water Street,
St. Paul, South St. Paul, 1st Floor
Minnesota 55164-0858 Minnesota 55075-1139 New York,
Attention: Attention: Reorganization New York 10041-0099
Reorganization Department
Department
Questions and Requests for Assistance
May Be Directed To:
Georgeson & Company Inc.
Information Agent
Bank and Brokers Call Collect
(212) 440-9800
All Others Call Toll Free
(800) 223-2064
This Letter of Transmittal is to be used for the tender of Shares of
[%] Series Preferred Stock of Pennsylvania Power & Light Company only. Any
person desiring to tender shares of any other preferred stock of Pennsylvania
Power & Light Company for which PP&L Resources, Inc. is making a tender offer
must submit the Letter of Transmittal relating to that specific preferred stock.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES OF [ %] SERIES PREFERRED STOCK TENDERED
- ----------------------------------------------------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Holder(s) (If blank, Shares Tendered
fill in exactly as name(s) appear(s) on certificate(s) (Attach additional list if necessary)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Total Number
of Shares Number of
Certificate Represented by Shares
Number(s)* Certificate(s) Tendered*
-------------------------------------------------------------
-------------------------------------------------------------
-------------------------------------------------------------
-------------------------------------------------------------
TOTAL
- ----------------------------------------------------------------------------------------------------------------------------
* Unless otherwise indicated, the holder will be deemed to have tendered the
full number of Shares represented by the tendered certificate(s). See
Instruction 4.
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Delivery of this instrument to an address other than as set forth above
will not constitute a valid delivery.
Do not send any certificates to the Dealer Manager, the Information Agent,
PP&L Resources, Inc. or Pennsylvania Power & Light Company.
<PAGE>
The instructions accompanying this Letter of Transmittal should be read
carefully before the Letter of Transmittal is completed. Questions and requests
for assistance or for additional copies of the Offer to Purchase, this Letter of
Transmittal and the applicable Notice of Guaranteed Delivery or other tender
offer materials may be directed to Georgeson & Company Inc., the Information
Agent, at Wall Street Plaza, New York, NY 10005, telephone (800) 223-2064 (toll
free) or (212) 440-9800 (collect).
This Letter of Transmittal is to be used only if certificates are to be
forwarded herewith. It is furnished for information only to holders whose Shares
(as defined below) are to be delivered by book-entry transfer to the
Depositary's account at The Depository Trust Company ("DTC") or The Philadelphia
Depository Trust Company ("PDTC") (hereinafter together referred to as the
"Book-Entry Transfer Facilities") pursuant to the procedures set forth under
Section 4--"Procedure for Tendering Shares" in the Offer to Purchase (as defined
below).
Shareowners who cannot deliver certificates for their Shares and all
other documents required hereby to the Depositary or for whose Shares a
confirmation of delivery pursuant to the procedures for book-entry transfer
cannot be received by the Depositary by the Expiration Date (as defined in the
Offer to Purchase) must tender their Shares pursuant to the guaranteed delivery
procedure set forth under Section 4--"Procedure for Tendering Shares" in the
Offer to Purchase. See Instruction 2. Delivery of documents to PP&L Resources,
Inc., Pennsylvania Power & Light Company or to a Book-Entry Transfer Facility
does not constitute a valid delivery.
<TABLE>
<CAPTION>
(BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
- ---------------------------------------------------------------------------------------------------------------------
[_] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE
THE FOLLOWING:
<S> <C>
Name(s) of tendering shareowner(s)
---------------------------------------------------------------------
Date of execution of Notice of Guaranteed Delivery
-----------------------------------------------------
Name of institution that guaranteed delivery
-----------------------------------------------------------
If delivery is by book-entry transfer:
Name of tendering institution
--------------------------------------------------------------------------
Check applicable box:
[_] DTC
[_] PDTC
Account No.
--------------------------------------------------------------------------------------------
Transaction Code No.
-----------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
- 2 -
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to PP&L Resources, Inc., a Pennsylvania
corporation ("Resources"), the above-described shares (the "Shares") pursuant to
Resources' offer to purchase any and all Shares of the [ %] Series Preferred
Stock ($100 par value) (the "[ %] Series Preferred Stock") of Pennsylvania Power
& Light Company, a Pennsylvania corporation and a direct subsidiary of Resources
("PP&L"; together with Resources, the "Companies") at a price of [$ ] per Share,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated March 3, 1997 (the "Offer to Purchase"),
receipt of which hereby is acknowledged, and in this Letter of Transmittal
(which together constitute the "Offer").
Subject to, and effective upon, acceptance for payment of and payment
for the Shares tendered herewith in accordance with the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended with
respect to the [ %] Series Preferred Stock, the terms and conditions of any such
extension or amendment), the undersigned hereby sells, assigns and transfers to,
or upon the order of, Resources all right, title and interest in and to all the
Shares that are being tendered hereby and constitutes and appoints Norwest Bank
Minnesota, N.A., as Depositary, the true and lawful agent and attorney-in-fact
of the undersigned with respect to such Shares, with full power of substitution
(such power of attorney, being deemed to be an irrevocable power coupled with an
interest), to (a) deliver certificates of such Shares and to accept such Shares
together with all accompanying evidences of transfer and authenticity, for
deposit with the Depositary, (b) present such Shares for transfer on the books
of PP&L, (c) issue payment for such Shares and/or certificates for unpurchased
Shares or deliver unpurchased Shares to the account of the undersigned, and (d)
receive all benefits and otherwise exercise all rights of beneficial ownership
of such Shares, all in accordance with the terms of the Offer. The Depositary
will act as agent for tendering shareowners for the purpose of receiving payment
from Resources and transmitting payment to tendering shareowners.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby and that, when and to the extent the same are accepted for
payment by Resources, Resources will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claim. The undersigned will, upon request, execute
and deliver any additional documents deemed by the Depositary or the Companies
to be necessary or desirable to complete the sale, assignment and transfer of
the Shares tendered hereby.
All authority herein conferred or agreed to be conferred shall survive
the death, bankruptcy or incapacity of the undersigned, and every obligation of
the undersigned hereunder shall be binding upon the heirs, legal
representatives, successors, assigns, executors and administrators of the
undersigned. Except as stated in the Offer, this tender is irrevocable.
The undersigned understands that tenders of Shares pursuant to any one
of the procedures described under Section 4 -- "Procedure for Tendering Shares"
in the Offer to Purchase and in the instructions hereto will constitute the
undersigned's acceptance of the terms and conditions of the Offer.
Unless otherwise indicated under "Special Payment Instructions," the
check for the purchase price of any Shares purchased, and/or the return of any
certificates for Shares not tendered or not purchased, will be issued in the
name(s) of the undersigned (and, in the case of Shares tendered by book-entry
transfer, by credit to the account at the Book-Entry Transfer Facility
designated above). Similarly, unless otherwise indicated under "Special Delivery
Instructions," the check for the purchase price of any Shares purchased and/or
the return of any certificates for Shares not tendered or not purchased (and
accompanying documents, as appropriate) will be mailed to the undersigned at the
address shown below the undersigned's signature(s). In the event that both
"Special Payment Instructions" and "Special Delivery Instructions" are
completed, the check for the purchase price of any Shares purchased and/or the
return of any certificates for Shares not tendered or not purchased will be
issued in the name(s) of, and such check and/or any certificates will be mailed
to, the person(s) so indicated. The undersigned recognizes that PP&L has no
obligation, pursuant to the "Special Payment Instructions," to transfer any
Shares from the name of the registered holder(s) thereof if Resources does not
accept for payment any of the Shares so tendered.
- 3 -
<PAGE>
- --------------------------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 4, 5, 6, and 7)
To be completed ONLY if the check for the purchase price of Shares purchased
and/or certificates for Shares not tendered or not purchased are to be issued in
the name of someone other someone other than the undersigned.
Issue [_] check and/or [_] certificate(s) to:
Name___________________________________________________________________________
(Please Print)
Address________________________________________________________________________
_______________________________________________________________________________
(Include Zip Code)
_______________________________________________________________________________
(Taxpayer Identification or Social Security No.)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 4 and 7)
To be completed ONLY if the check for the purchase price of Shares purchased
and/or certificates for Shares not tendered or not purchased is to be mailed to
someone other someone other than the undersigned. or to the undersigned at an
address other than that shown below the undersigned's signature(s).
Mail [_] check and/or [_] certificate(s) to:
Name___________________________________________________________________________
(Please Print)
Address________________________________________________________________________
_______________________________________________________________________________
(Include Zip Code)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ATTENTION
SHAREOWNERS WHO HAVE LOST CERTIFICATES
Please call PP&L's Investors Services Department at 1-800-345-3085
for assistance.
- --------------------------------------------------------------------------------
- 4 -
<PAGE>
- --------------------------------------------------------------------------------
SOLICITED TENDERS
(See Instruction 10)
Resources will pay to any Soliciting Dealer, as defined in Instruction
10, a solicitation fee of $1.50 per Share [(except that for transactions equal
to or exceeding 2,500 Shares, Resources will pay a solicitation fee of $1.00 per
Share)] for each Share tendered, accepted for payment and purchased pursuant to
the Offer; provided, however, that any fee payable pursuant to this sentence for
transactions equal to or exceeding 2,500 Shares shall be paid 80% to the Dealer
Manager and 20% to any Soliciting Dealer (which may be the Dealer Manager).
The undersigned represents that the Soliciting Dealer that solicited
and obtained this tender is:
Name of Firm:_________________________________________________________________
(Please Print)
Name of Individual Broker or Financial Consultant:____________________________
Identification Number (if known):_____________________________________________
Address:______________________________________________________________________
(Include Zip Code)
The following to be completed ONLY if customer's Shares held in nominee
name are tendered.
Name of Beneficial Owner Number of Shares Tendered
(Attach additional list if necessary)
_________________________________ _____________________________________
_________________________________ _____________________________________
The acceptance of compensation by such Soliciting Dealer will
constitute a representation by it that: (a) it has complied with the applicable
requirements of the Securities Exchange Act of 1934, as amended, and the
applicable rules and regulations thereunder, in connection with such
solicitation; (b) it is entitled to such compensation for such solicitation
under the terms and conditions of the Offer to Purchase; (c) in soliciting
tenders of Shares, it has used no solicitation materials other than those
furnished by Resources; and (d) if it is a foreign broker or dealer not eligible
for membership in the National Association of Securities Dealers, Inc. (the
"NASD"), it has agreed to conform to the NASD's Rules of Fair Practice in making
solicitations.
The payment of compensation to any Soliciting Dealer is dependent on
such Soliciting Dealer returning a Notice of Solicited Tenders to the
Depositary.
- --------------------------------------------------------------------------------
- 5 -
<PAGE>
- --------------------------------------------------------------------------------
SIGN HERE
(Please complete Substitute Form W-9 below)
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on the
stock certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth full title and see
Instruction 5.)
________________________________________________________________________________
________________________________________________________________________________
Signature(s) of Owner(s)
Dated_____________________________________________________________________, 1997
Name(s)_________________________________________________________________________
________________________________________________________________________________
(Please Print)
Capacity (full title)___________________________________________________________
Address_________________________________________________________________________
________________________________________________________________________________
(include Zip Code)
Area Code and Telephone No._____________________________________________________
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)
Name of Firm____________________________________________________________________
Authorized Signature____________________________________________________________
Name____________________________________________________________________________
Title___________________________________________________________________________
Address of Firm_________________________________________________________________
________________________________________________________________________________
Area Code and Telephone No._____________________________________________________
Dated_____________________________________________________________________, 1997
- --------------------------------------------------------------------------------
- 6 -
<PAGE>
This Letter of Transmittal is to be used for the tender of Shares of
[ %] Series Preferred Stock only. Any person desiring to tender shares of any
other preferred stock of PP&L for which Resources is making a tender offer must
submit the Letter of Transmittal relating to that specific preferred stock.
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signatures. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a financial
institution (including most banks, savings and loan associations and brokerage
houses) that is a participant in the Security Transfer Agents Medallion Program
or the Stock Exchange Medallion Program (any of the foregoing, an "Eligible
Institution"). Signatures on this Letter of Transmittal need not be guaranteed
(a) if this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered herewith and such holder(s) has not completed the box entitled
"Special Payment Instructions" or the box entitled "Special Delivery
Instructions" on this Letter of Transmittal or (b) if such Shares are tendered
for the account of an Eligible Institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Shares. This Letter of
Transmittal is to be used only if certificates are to be forwarded herewith
pursuant to the procedures set forth under Section 4--"Procedure for Tendering
Shares" in the Offer to Purchase. Either (a) certificates for all physically
delivered Shares, as well as a properly completed and duly executed Letter of
Transmittal and any other documents required by this Letter of Transmittal, or
(b) a confirmation of a book-entry transfer into the Depositary's account at one
of the Book-Entry Transfer Facilities of all Shares delivered electronically
must be received by the Depositary at one of its addresses set forth on the
front page of this Letter of Transmittal on or prior to the Expiration Date (as
defined in the Offer to Purchase) with respect to the [ %] Series Preferred
Stock. Shareowners who cannot deliver their Shares and all other required
documents to the Depositary on or prior to the applicable Expiration Date must
tender their Shares pursuant to the guaranteed delivery procedure set forth
under Section 4--"Procedure for Tendering Shares" in the Offer to Purchase.
Pursuant to such procedure: (a) such tender is made by or through an Eligible
Institution, (b) a properly completed and duly executed Notice of Guaranteed
Delivery in the form provided by Resources is received by the Depositary on or
prior to the applicable Expiration Date and (c) either (i) the certificates for
such Shares, together with a properly completed and duly executed Letter of
Transmittal for the [ %] Series Preferred Stock and any other documents required
by such Letter of Transmittal, or (ii) a confirmation of a book-entry transfer
of such Shares into the Depositary's account at one of the Book-Entry Transfer
Facilities are received by the Depositary no later than 5:00 p.m., New York City
time, on the third New York Stock Exchange trading day after the Expiration
Date, all as provided under Section 4--"Procedure for Tendering Shares" in the
Offer to Purchase.
The method of delivery of Shares and all other required documents is at
the option and risk of the tendering shareowner. If certificates for Shares are
sent by mail, registered mail with return receipt requested, properly insured,
is recommended.
No alternative, conditional or contingent tenders will be accepted. See
Section 4--"Procedure for Tendering Shares" in the Offer to Purchase. By
executing this Letter of Transmittal, the tendering shareowner waives any right
to receive any notice of the acceptance for payment of the Shares.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
schedule attached hereto.
4. Partial Tenders. If fewer than all the Shares represented by any
certificate delivered to the Depositary are to be tendered, fill in the number
of Shares that are to be tendered in the box entitled "Number of Shares
Tendered." In such case a new certificate for the remainder of the Shares
represented by the old certificate will be sent in the name of and to the
person(s) signing this Letter of Transmittal, unless otherwise provided in the
"Special Payment Instructions" or "Special Delivery Instructions" boxes on this
Letter of Transmittal, as promptly as
- 7 -
<PAGE>
practicable following the expiration or termination of the Offer. All Shares
represented by certificates delivered to the Depositary will be deemed to have
been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, the signature(s) must correspond with the name(s) as
written on the face of the certificates without alteration, enlargement or any
change whatsoever.
If any of the Shares tendered hereby are held of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in different names
on different certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal is signed by the registered holder(s) of
the Shares tendered hereby, no endorsements of certificates or separate stock
powers are required unless payment of the purchase price is to be made to, or
Shares not tendered or not purchased are to be registered in the name of, any
person other than the registered holder(s). Signatures of any such certificates
or stock powers must be guaranteed by an Eligible Institution.
See Instruction 1.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, certificates must be
endorsed or accompanied by appropriate stock powers, in either case, signed
exactly as the name(s) of the registered holder(s) appear(s) on the certificates
for such Shares. Signature(s) on any such certificates or stock powers must be
guaranteed by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal or any certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to Resources of the authority of such person so to act must be
submitted.
6. Stock Transfer Taxes. Resources will pay or cause to be paid any
stock transfer taxes with respect to the sale and transfer of any Shares to it
or its order pursuant to the Offer. If, however, payment of the purchase price
is to be made to, or Shares not tendered or not purchased are to be registered
in the name of, any person other than the registered holder(s), or if tendered
Shares are registered in the name of any person other than the person(s) signing
this Letter of Transmittal, the amount of any stock transfer taxes (whether
imposed on the registered holder(s), such other person or otherwise) payable on
account of the transfer to such person will be deducted from the purchase price
unless satisfactory evidence of the payment of such taxes, or exemption
therefrom, is submitted. See Section 6--"Acceptance for Payment of Shares and
Payment of Purchase Price" in the Offer to Purchase. Except as provided in this
Instruction 6, it will not be necessary to affix transfer tax stamps to the
certificates representing Shares tendered hereby.
7. Special Payment and Delivery Instructions. If the check for the
purchase price of any Shares purchased is to be issued in the name of, and/or
any certificates for Shares not tendered or not purchased are to be returned to,
a person other than the person(s) signing this Letter of Transmittal or if the
check and/or any certificate for Shares not tendered or not purchased is to be
mailed to someone other than the person(s) signing this Letter of Transmittal or
to an address other than that shown above in the box captioned "Description of
Shares Tendered," then the boxes captioned "Special Payment Instructions" and/or
"Special Delivery Instructions" on this Letter of Transmittal should be
completed. A shareowner tendering Shares by book-entry transfer will have any
Shares not accepted for payment returned by crediting the account maintained by
such shareowner at the Book-Entry Transfer Facility from which such transfer was
made.
8. Substitute Form W-9 and Form W-8. The tendering shareowner is
required to provide the Depositary with either a correct Taxpayer Identification
Number ("TIN") on Substitute Form W-9, which is provided under "Important Tax
Information" below, or a properly completed Form W-8. Failure to provide the
information on either Substitute Form W-9 or Form W-8 may subject the tendering
shareowner to 31% Federal income tax backup
- 8 -
<PAGE>
withholding on the payment of the purchase price. The box in Part 2 of
Substitute Form W-9 may be checked if the tendering shareowner has not been
issued a TIN and has applied for a number or intends to apply for a number in
the near future. If the box in Part 2 is checked and the Depositary is not
provided with a TIN by the time of payment, the Depositary will withhold 31% on
all payments of the purchase price thereafter until a TIN is provided to the
Depositary.
9. Requests for Assistance or Additional Copies. Any questions or
requests for assistance may be directed to Georgeson & Company Inc., as
Information Agent, or Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
Dealer Manager, at the telephone number and address listed below. Requests for
additional copies of the Offer to Purchase, this Letter of Transmittal, the
applicable Notice of Guaranteed Delivery or other tender offer materials may be
directed to the Information Agent, and such copies will be furnished promptly at
Resources' expense. Shareowners also may contact their local brokers, dealers,
commercial banks or trust companies for assistance concerning this Offer.
10. Solicited Tenders. Resources will pay a solicitation fee of $1.50
per Share [(except that for transactions equal to or exceeding 2,500 Shares,
Resources will pay a solicitation fee of $1.00 per Share)] for any Shares
tendered, accepted for payment and paid for pursuant to the Offer, covered by
the Letter of Transmittal which designates, in the box captioned "Solicited
Tenders," as having solicited and obtained the tender, the name of (a) any
broker or dealer in securities, including a Dealer Manager in its capacity as a
dealer or broker, which is a member of any national securities exchange or of
the National Association of Securities Dealers, Inc. ("NASD"), (b) any foreign
broker or dealer not eligible for membership in the NASD which agrees to conform
to the NASD's Rules of Fair Practice in soliciting tenders outside the United
States to the same extent as though it were an NASD member, or (c) any bank or
trust company (each of which is referred to herein as a "Soliciting Dealer");
provided, however, that any fee payable pursuant to this sentence for
transactions equal to or exceeding 2,500 shares shall be paid 80% to the Dealer
Manager and 20% to any Soliciting Dealer (which may be the Dealer Manager). No
such fee shall be payable to a Soliciting Dealer with respect to the tender of
Shares by a holder unless the Letter of Transmittal accompanying such tender
designates such Soliciting Dealer. No such fee shall be payable to a Soliciting
Dealer in respect of Shares (i) beneficially owned by such Solicitation Dealer
or (ii) registered in the name of such Soliciting Dealer unless such Shares are
held by such Soliciting Dealer as nominee and such Shares are being tendered for
the benefit of one or more beneficial owners identified on the Letter of
Transmittal or on the Notice of Solicited Tenders (included in the materials
provided to brokers and dealers). No such fee shall be payable to a Soliciting
Dealer with respect to the tender of Shares by the holder of record, for the
benefit of the beneficial owner, unless the beneficial owner has designated such
Soliciting Dealer. If tendered Shares are being delivered by book-entry
transfer, the Soliciting Dealer must return a Notice of Solicited Tenders to the
Depositary within three New York Stock Exchange trading days after expiration of
the Offer to receive a solicitation fee. No such fee shall be payable to a
Soliciting Dealer if such Soliciting Dealer is required for any reason to
transfer the amount of such fee to any person (other than itself). No broker,
dealer, bank, trust company or fiduciary shall be deemed to be the agent of the
Companies, the Depositary, the Information Agent or the Dealer Manager for
purposes of the Offer.
11. Irregularities. All questions as to the form of documents and the
validity, eligibility (including time of receipt) and acceptance of any tender
of Shares will be determined by Resources, in its sole discretion, and its
determination shall be final and binding. Resources reserves the absolute right
to reject any and all tenders of Shares that it determines are not in proper
form or the acceptance for payment of or payment for Shares that may, in the
sole opinion of Resources, be unlawful. Resources also reserves the absolute
right to waive any of the conditions to the Offer or any defect or irregularity
in any tender of Shares, and Resources' interpretation of the terms and
conditions of the Offer (including these instructions) shall be final and
binding. Unless waived, any defects or irregularities in connection with tenders
must be cured within such time as Resources shall determine. None of Resources,
the Dealer Manager, the Depositary, the Information Agent or any other person
shall be under any duty to give notice of any defect or irregularity in tenders,
nor shall any of them incur any liability for failure to give any such notice.
Tenders will not be deemed to have been made until all defects and
irregularities have been cured or waived.
- 9 -
<PAGE>
IMPORTANT: This Letter of Transmittal, duly executed, together with
certificates and all other required documents or confirmation of book-entry
transfer must be received by the Depositary, or the Notice of Guaranteed
Delivery must be received by the Depositary, on or prior to the applicable
Expiration Date (as defined in the Offer to Purchase).
IMPORTANT TAX INFORMATION
Under Federal income tax law, a shareowner whose tendered Shares are
accepted for payment is required to provide the Depositary (as payer) with
either such shareowner's correct TIN on Substitute Form W-9 below or a properly
completed Form W-8. If such shareowner is an individual, the TIN is his or her
social security number. For businesses and other entities, the TIN is the
employer identification number. If the Depositary is not provided with the
correct TIN or properly completed Form W-8, the shareowner may be subject to a
$50 penalty imposed by the Internal Revenue Service. In addition, payments that
are made to such shareowner with respect to Shares purchased pursuant to the
Offer may be subject to backup withholding. The Form W-8 can be obtained from
the Depositary. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions.
If Federal income tax backup withholding applies, the Depositary is
required to withhold 31% of any payments made to the shareowner. Backup
withholding is not an additional tax. Rather, the Federal income tax liability
of persons subject to backup withholding will be reduced by the amount of the
tax withheld. If withholding results in an overpayment of taxes, a refund may be
obtained.
Purpose of Substitute Form W-9 and Form W-8
To avoid backup withholding on payments that are made to a shareowner
with respect to Shares purchased pursuant to the Offer, the shareowner is
required to notify the Depositary of his or her correct TIN by completing the
Substitute Form W-9 attached hereto certifying that the TIN provided on
Substitute Form W-9 is correct and that (a) the shareowner has not been notified
by the Internal Revenue Service that he or she is subject to Federal income tax
backup withholding as a result of failure to report all interest or dividends or
(b) the Internal Revenue Service has notified the shareowner that he or she is
no longer subject to Federal income tax backup withholding. Foreign shareowners
must submit a properly completed Form W-8 in order to avoid the applicable
backup withholding; provided, however, that backup withholding will not apply to
foreign shareowners subject to 30% (or lower treaty rate) withholding on gross
payments received pursuant to the Offer.
What Numbers to Give the Depositary
The shareowner is required to give the Depositary the social security
number or employer identification number of the registered owner of the Shares.
If the Shares are in more than one name or are not in the name of the actual
owner, consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidance on which
number to report.
- 10 -
<PAGE>
<TABLE>
<S> <C>
Payer's Name: Norwest Bank Minnesota, N.A.
- --------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE Part 1--PLEASE PROVIDE YOUR TIN IN Social security number OR
THE BOX AT RIGHT AND CERTIFY BY Employee Identification Number
Form W-9 SIGNING AND DATING BELOW.
TIN_____________
------------------------------------------------------------------------------------------------
Department of the Name (Please Print)________________________ Part 2
Treasury Internal
Revenue Service Address____________________________________ Awaiting TIN [_]
City______________ State______ Zip Code____
-----------------------------------------------------------------------------------------------
Part 3--CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
Payer's Request for
Taxpayer Identification (1) The number shown on this form is my correct taxpayer identification number (or
Number (TIN) and a TIN has not been issued to me but I have mailed or delivered an application to
Certification receive a TIN or intend to do so in the near future).
(2) I am not subject to backup withholding either because I have not been notified by
the Internal Revenue Service (the "IRS") that I am subject to backup withholding as
a result of a failure to report all interest or dividends or the IRS has
notified me that I am no longer subject to backup withholding.
(3) All other information provided on this form is true, correct and complete.
-----------------------------------------------------------------------------------------------
SIGNATURE:_____________________________________________________________ DATE:________________
You must crossout item (2) above if you have been notified by the IRS that you are currently
subject to backup withholding because of underreporting interest or dividends on your tax
return.
- --------------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU
PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 2 OF THE SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been issued to me and either (1) I have
mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or
Social Security Administrative office or (2) I intend to mail or deliver an application in the near future. I understand that if I
do not provide a taxpayer identification number by the time of payment, 31% of all payments of the purchase price made to me will be
withheld until I provide a number
SIGNATURE: DATE:
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
- 11 -
<PAGE>
The Information Agent for the Offer is:
GEORGESON
& COMPANY INC.
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll-Free: (800) 223-2064
- 12 -
<PAGE>
Exhibit 99(a)(3)
[ %] Series Preferred Stock
PP&L Resources, Inc.
Notice of Guaranteed Delivery of
Shares of [ %] Series Preferred Stock ($100 par value) of
Pennsylvania Power & Light Company
This form, or a form substantially equivalent to this form, must be used to
accept the Offer (as defined below) if certificates for the shares of
Pennsylvania Power & Light Company's [ %] Series Preferred Stock ($100 par
value) (the "Shares") are not immediately available, if the procedure for
book-entry transfer cannot be completed on a timely basis, or if time will not
permit all other documents required by the applicable Letter of Transmittal to
be delivered to Norwest Bank Minnesota, N.A., as Depositary, on or prior to the
expiration of the Offer. Such form may be delivered by hand or transmitted by
mail, or by facsimile transmission, to the Depositary. See Section 4-"Procedure
for Tendering Shares" in the Offer to Purchase (as defined below). The Eligible
Institution (as defined below) which completes this form must communicate the
guarantee to the Depositary and either the applicable Letter of Transmittal and
certificates for Shares must be delivered to the Depositary or the Depositary
must receive confirmation of book-entry transfer of the Shares to the
Depositary's account at The Depository Trust Company or The Philadelphia
Depository Trust Company within three New York Stock Exchange trading days after
the Expiration Date (as defined in the Offer to Purchase). Failure to do so
could result in a financial loss to such Eligible Institution.
To: Norwest Bank Minnesota, N.A., Depositary
<TABLE>
<S> <C> <C>
By Mail: By Hand or Overnight Courier: By Hand New York Drop:
Norwest Bank Minnesota, N.A. Norwest Bank Minnesota, N.A. The Depository Trust Company
P.O. Box 64858 161 North Concord Exchange 55 Water Street, 1st Floor
St. Paul, Minnesota 55164-0858 South St. Paul, Minnesota 55075-1139 New York, New York 10041-0099
Attention: Reorganization Attention: Reorganization
Department Department
Confirm Receipt of Notice
of Guaranteed Delivery by
Facsimile Transmission: Telephone:
(612) 450-4163 (800) 778-3303
</TABLE>
Delivery of this instrument to an address other than as set forth above
or transmission of instructions via a facsimile number other than one listed
above will not constitute a valid delivery.
This Notice of Guaranteed Delivery is to be used for the tender of
Shares of Pennsylvania Power & Light Company's [ %] Series Preferred Stock ($100
par value) only. Any person desiring to tender shares of any other preferred
stock of Pennsylvania Power & Light Company for which PP&L Resources, Inc. is
making a tender offer must submit the Notice of Guaranteed Delivery relating to
that specific preferred stock.
This form is not to be used to guarantee signatures. If a signature on
a Letter of Transmittal is required to be guaranteed by an Eligible Institution
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
<PAGE>
2
Ladies and Gentlemen:
The undersigned hereby tenders to PP&L Resources, Inc., a Pennsylvania
corporation, upon the terms and subject to the conditions set forth in the Offer
to Purchase dated March 3, 1997 (the "Offer to Purchase"), and the applicable
Letter of Transmittal (which, together with the Offer to Purchase, constitutes
the "Offer"), receipt of which hereby is acknowledged, the number of Shares of
the [ %] Series Preferred Stock ($100 par value) of Pennsylvania Power & Light
Company listed below, pursuant to the guaranteed delivery procedure set forth in
Section 4-"Procedure for Tendering Shares" in the Offer to Purchase.
<TABLE>
<S> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
Number of [ %] Shares: Signature
- ------------------------------------------------------------------ --------------------------------------------------------
Certificate Nos. (if available): Name(s) of Record Holder(s)
(Please Print)
- ------------------------------------------------------------------ --------------------------------------------------------
If [ %] Shares will be tendered by book-entry transfer, Name of Address
Tendering Institution:
================================================================== ========================================================
Account No. at (check one) Area Code and Telephone Number
o The Depository Trust Company
o The Philadelphia Depository Trust Company
- ------------------------------------------------------------------ --------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Guarantee
(Not to be used for signature guarantee)
The undersigned financial institution (including most banks, savings and loan
associations and brokerage houses) that is a participant in the Security
Transfer Agents Medallion Program or the Stock Exchange Medallion Program (each,
an "Eligible Institution") guarantees to deliver to the Depositary at one of its
addresses set forth above (i) certificate(s) for the Shares tendered hereby, in
proper form for transfer, together with a properly completed and duly executed
Letter(s) of Transmittal, with any required signature guarantee(s) and any other
required documents, or (ii) a confirmation of the book-entry transfer of the
Shares tendered hereby into the Depositary's account at The Depository Trust
Company or The Philadelphia Depository Trust Company, all within three New York
Stock Exchange trading days after the Expiration Date.
- ---------------------------------- --------------------------------
Name of Firm Authorized Signature
- ---------------------------------- --------------------------------
Address Name
- ---------------------------------- --------------------------------
City, State, Zip Code Title
- ----------------------------------
Area Code and Telephone Number
Dated:______________________, 1997
DO NOT SEND CERTIFICATES WITH THIS FORM. YOUR CERTIFICATES MUST
BE SENT WITH THE APPLICABLE LETTER OF TRANSMITTAL.
===============================================================================
<PAGE>
Exhibit 99(a)(4)
Merrill Lynch & Co.
World Financial Center
North Tower
New York, New York 10281
PP&L RESOURCES, INC.
OFFER TO PURCHASE ANY OR ALL SHARES OF
PENNSYLVANIA POWER & LIGHT COMPANY'S
4 1/2% Preferred Stock ($100 par value)
3.35% Series Preferred Stock ($100 par value)
4.40% Series Preferred Stock ($100 par value)
4.60% Series Preferred Stock ($100 par value)
5.95% Series Preferred Stock ($100 par value)
6.05% Series Preferred Stock ($100 par value)
6.125% Series Preferred Stock ($100 par value)
6.15% Series Preferred Stock ($100 par value)
6.33% Series Preferred Stock ($100 par value) and
6.75% Series Preferred Stock ($100 par value)
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY APRIL 4, 1997, UNLESS THE OFFER IS EXTENDED WITH RESPECT TO ANY
SERIES OF PREFERRED.
- --------------------------------------------------------------------------------
March 3, 1997
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed Dealer Manager by PP&L Resources, Inc.
("Resources") in connection with the offer by Resources to purchase, upon the
terms and subject to the conditions set forth in the Offer to Purchase referred
to below and the applicable Letter of Transmittal, any and all shares of
Pennsylvania Power & Light Company's ("PP&L's") 4 1/2% Preferred Stock and each
series of Series Preferred Stock at the prices below:
<TABLE>
<CAPTION>
Purchase Price
Per Share
--------------
<S> <C>
4 1/2% Preferred Stock ("4 1/2% Preferred") $ 80.00
3.35% Series Preferred Stock ("3.35% Series") $ 52.02
4.40% Series Preferred Stock ("4.40% Series") $ 70.51
4.60% Series Preferred Stock ("4.60% Series") $ 73.72
5.95% Series Preferred Stock ("5.95% Series") $103.93
6.05% Series Preferred Stock ("6.05% Series") $104.37
6.125% Series Preferred Stock ("6.125% Series") $103.68
6.15% Series Preferred Stock ("6.15% Series") $104.72
6.33% Series Preferred Stock ("6.33% Series") $104.63
6.75% Series Preferred Stock ("6.75% Series") $109.17
</TABLE>
<PAGE>
(collectively, the "Shares"; and each of the 4 1/2% Preferred Stock and series
of Series Preferred Stock, a "Series of Preferred") that are validly tendered
and not withdrawn, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated March 3, 1997 (the "Offer to Purchase"), and in the
applicable Letter of Transmittal (which, together with the Offer to Purchase,
constitutes the "Offer").
Resources will accept any and all Shares validly tendered and not
withdrawn, upon the terms and subject to the conditions of the Offer.
For your information and for forwarding to your clients for whom you
hold Shares registered in your name or in the name of your nominee, we are
enclosing the following documents:
1. The Offer to Purchase;
2. A Letter of Transmittal relating to each Series of Preferred
for your use and for the information of your clients, together with Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9
providing information relating to backup federal income tax withholding;
3. A Notice of Guaranteed Delivery relating to each Series of
Preferred to be used to accept the Offer if certificates for the Shares of any
Series of Preferred and all other required documents cannot be delivered to the
Depositary on or prior to the Expiration Date (as defined in the Offer to
Purchase) for such Series of Preferred or if the book-entry transfer of the
Shares cannot be completed on or prior to the Expiration Date for such Series of
Preferred;
4. A form of letter that may be sent to your clients for whose
accounts you hold Shares registered in your name or in the name of your nominee,
with space provided for obtaining such clients' instructions and designation of
Soliciting Dealer with regard to the Offer;
5. A letter from the Chairman of the Board of Resources that may
be provided to your clients; and
6. A return envelope addressed to Norwest Bank Minnesota, N.A.,
the Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, APRIL 4, 1997, UNLESS THE OFFER IS EXTENDED WITH RESPECT TO ANY
SERIES OF PREFERRED.
RESOURCES, PP&L, THEIR BOARDS OF DIRECTORS AND THEIR EXECUTIVE OFFICERS
MAKE NO RECOMMENDATION TO ANY SHAREOWNER AS TO WHETHER TO TENDER ANY OR ALL
SHARES OF ANY SERIES OF PREFERRED PURSUANT TO THE OFFER. SHAREOWNERS MUST MAKE
THEIR OWN DECISIONS AS TO WHETHER TO TENDER SHARES OF ANY SERIES OF PREFERRED
PURSUANT TO THE OFFER AND, IF SO, HOW MANY SHARES TO TENDER.
Resources will pay to each designated Soliciting Dealer (as defined
herein) the per Share solicitation fees shown in the following table:
2
<PAGE>
<TABLE>
<CAPTION>
Number of Shares
---------------------------------------
Less than 2,500 2,500 or greater
---------------------------------------
<S> <C> <C>
4 1/2% Preferred $1.50 $1.00
3.35% Series $1.50 $1.00
4.40% Series $1.50 $1.00
4.60% Series $1.50 $1.00
6.75% Series $1.50 $1.00
5.95% Series $0.50 $0.50
6.05% Series $0.50 $0.50
6.15% Series $0.50 $0.50
6.125% Series $0.50 $0.50
6.33% Series $0.50 $0.50
</TABLE>
Provided, however, that any fee payable pursuant to this sentence for
transactions equal to or exceeding 2,500 Shares shall be payable 80% to the
Dealer Manager and 20% to any Soliciting Dealer (which may be the Dealer
Manager).
For purposes of this Offer, "Soliciting Dealer" includes (a) any broker
or dealer in securities, including the Dealer Manager in its capacity as a
broker or dealer, which is a member of any national securities exchange or of
the National Association of Securities Dealers, Inc. ("NASD"), (b) any foreign
broker or dealer not eligible for membership in the NASD which agrees to conform
to the NASD's Rules of Fair Practice in soliciting tenders outside the United
States to the same extent as if it were an NASD member, or (c) any bank or trust
company. No such fee shall be payable to a Soliciting Dealer in respect of
Shares (i) beneficially owned by such Soliciting Dealer or (ii) registered in
the name of such Soliciting Dealer unless such Shares are held by such
Soliciting Dealer as nominee and such Shares are being tendered for the benefit
of one or more beneficial owners identified in the applicable Letter of
Transmittal or in the applicable Notice of Solicited Tenders (including in the
materials provided to brokers and dealers). No such fee shall be payable to a
Soliciting Dealer with respect to the tender of Shares by a holder unless the
applicable Letter of Transmittal accompanying such tender designates such
Soliciting Dealer. No such fee shall be payable to the Soliciting Dealer unless
the Soliciting Dealer returns a Notice of Solicited Tenders to the Depositary
within three business days after the applicable Expiration Date. No broker,
dealer, bank, trust company or fiduciary shall be deemed to be the agent of
Resources, PP&L, the Depositary, the Information Agent or the Dealer Manager for
purposes of the Offer.
Soliciting Dealers will include any of the organizations described in
clauses (a), (b) and (c) above even when the activities of such organizations in
connection with the Offer consist solely of forwarding to clients materials
relating to the Offer, including the Letter of Transmittal and tendering Shares
as directed by beneficial owners thereof. No Soliciting Dealer is required to
make any recommendation to holders of Shares as to whether to tender or refrain
from tendering in the Offer. No assumption is made, in making payment to any
Soliciting Dealer, that its activities in connection with the Offer included any
activities other than those described above, and for all purposes noted in all
materials relating to the Offer, the term "solicit" shall be deemed to mean no
more than "processing shares tendered" or "forwarding to customers materials
regarding the Offer."
If tendered Shares are being delivered by book-entry transfer made to
an account maintained by the Depositary with The Depository Trust Company or The
Philadelphia Depository Trust Company, the Soliciting Dealer must return a
Notice of Solicited Tenders to the Depositary within three New York Stock
Exchange trading days after the applicable Expiration Date in order to receive a
solicitation fee. At the time of tendering Shares in book-entry form, please
indicate your request for solicitation fees in the comments field. No
solicitation fee shall be payable to a Soliciting Dealer if such Soliciting
Dealer is required for any reason to transfer any portion of such fee to any
person (other than itself).
All questions as to the validity, form and eligibility (including time
of receipt) of Notices of Solicited Tenders will be determined by the
Depositary, in its sole discretion, which determination will be final and
binding.
3
<PAGE>
Neither the Depositary nor any other person will be under any duty to give
notification of any defects or irregularities in any Notice of Solicited Tenders
or incur any liability for failure to give such notification.
Resources, upon request, will reimburse brokers, dealers, commercial
banks and trust companies for reasonable and necessary costs and expenses
incurred by them in forwarding materials to their customers. Resources, will pay
all stock transfer taxes applicable to the acceptance of Shares pursuant to the
Offer, subject to Instruction 6 of the Letter of Transmittal.
Soliciting Dealers should take care to ensure proper record-keeping to
document their entitlement to any solicitation fee.
Any inquiries you may have with respect to the Offer should be
addressed to, and additional copies of the enclosed materials may be obtained
from, the Information Agent or the undersigned at the addresses and telephone
numbers set forth on the back cover of the Offer to Purchase.
Very truly yours,
Merrill Lynch, Pierce, Fenner & Smith Incorporated
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU THE AGENT OF RESOURCES, PP&L, THE DEALER MANAGER, THE INFORMATION AGENT OR
THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE
ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN
THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
4
<PAGE>
NOTICE OF SOLICITED TENDERS
List below the number of Shares tendered by each beneficial owner whose
tender you have solicited. All Shares beneficially owned by a beneficial owner,
whether in one account or several, and in however many capacities, must be
aggregated for purposes of completing the tables below. Any questions as to what
constitutes beneficial ownership should be directed to the Information Agent. If
the space below is inadequate, list the Shares on a separate signed schedule and
affix the list to this Notice of Solicited Tenders. Please do not complete the
sections of the table headed "TO BE COMPLETED ONLY BY DEPOSITARY."
ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE DEPOSITARY
AT THE ADDRESS SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE WITHIN THREE
NEW YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION OF THE OFFER. NOTICES
MAY BE FAXED TO THE DEPOSITARY AT (612) 450-4163; CONFIRMATION TELEPHONE NUMBER
(800) 778-3303. ALL QUESTIONS CONCERNING THE NOTICES OF SOLICITED TENDERS SHOULD
BE DIRECTED TO THE INFORMATION AGENT AT THE TELEPHONE NUMBER SET FORTH ON THE
BACK COVER OF THE OFFER TO PURCHASE.
SOLICITED TENDERS OF 4 1/2% PREFERRED
NOT BENEFICIALLY OWNED BY SOLICITING DEALER
<TABLE>
<CAPTION>
Beneficial Owners of Less Than 2,500 Shares -- Solicitation Fee of $1.50 per Share
To be Completed by the To be Completed by the To be Completed
Soliciting Dealer Soliciting Dealer Only by Depositary
Number of Shares VOI Ticket DTC Participant
Beneficial Owners Tendered Number* Number
----------------- -------- ------ ------
<S> <C> <C> <C>
Beneficial Owner No. 1 __________ ________________________________ __________
Beneficial Owner No. 2 __________ ________________________________ __________
Beneficial Owner No. 3 __________ ________________________________ __________
Beneficial Owner No. 4 __________ ________________________________ __________
Beneficial Owner No. 5 __________ ________________________________ __________
Total ========== ================================ ==========
<CAPTION>
Beneficial Owners of 2,500 or More Shares -- Solicitation Fee of $1.00 per Share
To be Completed by the To be Completed by the To be Completed
Soliciting Dealer Soliciting Dealer Only by Depositary
Number of Shares VOI Ticket DTC Participant
Beneficial Owners Tendered Number* Number
----------------- -------- ------ ------
<S> <C> <C> <C>
Beneficial Owner No. 1 __________ ________________________________ __________
Beneficial Owner No. 2 __________ ________________________________ __________
Beneficial Owner No. 3 __________ ________________________________ __________
Beneficial Owner No. 4 __________ ________________________________ __________
Beneficial Owner No. 5 __________ ________________________________ __________
Total ========== ================================ ==========
- -----------------
</TABLE>
* Complete if Shares delivered by book-entry transfer. Please submit a separate
VOI Ticket for Shares tendered when the solicitation fee is to be directed to
another Soliciting Dealer. At the time of tendering Shares in book-entry form,
please indicate your request for solicitation fees in the comments field.
5
<PAGE>
Exhibit 99(a)(5)
PP&L Resources, Inc.
Offer to Purchase for Cash
Any and All Outstanding
Shares of Preferred Stock of
Pennsylvania Power & Light Company
4 1/2% Preferred Stock ($100 par value)
3.35% Series Preferred Stock ($100 par value)
4.40% Series Preferred Stock ($100 par value)
4.60% Series Preferred Stock ($100 par value)
5.95% Series Preferred Stock ($100 par value)
6.05% Series Preferred Stock ($100 par value)
6.125% Series Preferred Stock ($100 par value)
6.15% Series Preferred Stock ($100 par value)
6.33% Series Preferred Stock ($100 par value) and
6.75% Series Preferred Stock ($100 par value)
- ------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, APRIL 4, 1997, UNLESS THE OFFER IS EXTENDED WITH RESPECT TO ANY
SERIES OF PREFERRED.
- ------------------------------------------------------------------------------
To Our Clients:
Enclosed for your consideration are the offer to purchase dated march
3, 1997 (the "Offer to Purchase") and applicable Letter of Transmittal (which
together constitute the "Offer") setting forth an offer by PP&L Resources, Inc.,
a Pennsylvania corporation ("Resources"), to purchase any and all of
Pennsylvania Power & Light Company's ("PP&L's") 4 1/2% Preferred Stock and each
series of Series Preferred Stock at the prices below:
Purchase Price
Per Share
--------------
4 1/2% Preferred Stock ("4 1/2% Preferred") $ 80.00
3.35% Series Preferred Stock ("3.35% Series") $ 52.02
4.40% Series Preferred Stock ("4.40% Series") $ 70.51
4.60% Series Preferred Stock ("4.60% Series") $ 73.72
5.95% Series Preferred Stock ("5.95% Series") $103.93
6.05% Series Preferred Stock ("6.05% Series") $104.37
6.125% Series Preferred Stock ("6.125% Series") $103.68
6.15% Series Preferred Stock ("6.15% Series") $104.72
6.33% Series Preferred Stock ("6.33% Series") $104.63
6.75% Series Preferred Stock ("6.75% Series") $109.17
(collectively, the "Shares"; and each of the 4 1/2% Preferred Stock and series
of Series Preferred Stock, a "Series of Preferred"), net to the seller in cash,
upon the terms and subject to the conditions of the Offer. Resources will
purchase any and all Shares of each Series of Preferred validly tendered and not
withdrawn, upon the terms and subject to the conditions of the Offer (as
described in the Offer to Purchase).
We are the holder of record of Shares held for your account. A tender
of such Shares can be made only by us as the holder of record and pursuant to
your instructions. The applicable Letter of Transmittal for each Series of
Preferred held by you is furnished to you for your information only and cannot
be used by you to tender any Shares held by us for your account.
<PAGE>
We request instructions as to whether you wish us to tender any or all
of the Shares of each Series of Preferred held by us for your account, upon the
terms and subject to the conditions set forth in the Offer to Purchase and
applicable Letter (or Letters) of Transmittal.
Your attention is invited to the following:
(1) The Offer is for any and all Shares of each Series of Preferred.
The Offer is not conditioned upon any minimum number of Shares of any Series of
Preferred being tendered. The Offer for Shares of one Series of Preferred is not
conditioned on the Offer for Shares of any other Series of Preferred, but the
Offer is subject to certain other conditions.
(2) The Offer will expire at 12:00 midnight, New York City time,
Friday, April 4, 1997, unless the Offer is extended with respect to a Series of
Preferred. Your instructions to us should be forwarded to us in ample time to
permit us to submit a tender on your behalf. If you would like to withdraw your
Shares that we have tendered, you can withdraw them so long as the Offer remains
open or at any time after the expiration of 40 business days from the
commencement of the Offer if such Shares have not been accepted for payment.
(3) Any stock transfer taxes applicable to the sale of Shares to
Resources pursuant to the Offer will be paid by Resources, except as otherwise
provided in Instruction 6 of each Letter of Transmittal.
Resources, PP&L, their Boards of Directors and their Executive Officers
make no recommendation to any shareowner as to whether to tender any or all
Shares of any Series of Preferred pursuant to the Offer. Shareowners must make
their own decisions as to whether to tender Shares of any Series of Preferred
pursuant to the Offer and, if so, how many Shares to tender.
If you wish to have us tender any or all of your Shares of any Series
of Preferred held by us for your account upon the terms and subject to the
conditions set forth in the Offer, please so instruct us by completing,
executing, detaching and returning to us the instruction form on the detachable
part hereof. If you hold Shares of more than one Series of Preferred, you must
specify the number of Shares tendered for each Series of Preferred. An envelope
to return your instructions to us is enclosed. If you authorize tender of your
Shares, all such Shares will be tendered unless otherwise specified on the
detachable part hereof. Your instructions should be forwarded to us in ample
time to permit us to submit a tender on your behalf by the expiration of the
Offer.
The Offer is being made to all holders of Shares. Resources is not
aware of any state where the making of the Offer is prohibited by administrative
or judicial action pursuant to a valid state statute. If Resources becomes aware
of any valid state statute prohibiting the making of the Offer, Resources will
make a good faith effort to comply with such statute. If, after such good faith
effort, Resources cannot comply with such statute, the Offer will not be made
to, nor will tenders be accepted from or on behalf of, holders of Shares in such
state. In those jurisdictions where securities, "Blue Sky" or other laws require
the Offer to be made by a licensed broker or dealer, the Offer shall be deemed
to be made on behalf of Resources by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as Dealer Manager, or one or more registered brokers or dealers
licensed under the laws of such jurisdictions.
2
<PAGE>
Instructions
With Respect to Offer to Purchase for Cash Any and All Shares of
4 1/2% Preferred Stock ($100 par value)
3.35% Series Preferred Stock ($100 par value)
4.40% Series Preferred Stock ($100 par value)
4.60% Series Preferred Stock ($100 par value)
5.95% Series Preferred Stock ($100 par value)
6.05% Series Preferred Stock ($100 par value)
6.125% Series Preferred Stock ($100 par value)
6.15% Series Preferred Stock ($100 par value)
6.33% Series Preferred Stock ($100 par value) and
6.75% Series Preferred Stock ($100 par value)
of
Pennsylvania Power & Light Company
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated March 3, 1997, and the applicable Letter of Transmittal
(which together constitute the "Offer") in connection with the Offer by PP&L
Resources, Inc. ("Resources") to purchase any and all of Pennsylvania Power &
Light Company's ("PP&L's") 4 1/2% Preferred Stock and each series of Series
Preferred Stock at the prices below:
Purchase Price
Per Share
--------------
4 1/2% Preferred Stock ("4 1/2% Preferred") $ 80.00
3.35% Series Preferred Stock ("3.35% Series") $ 52.02
4.40% Series Preferred Stock ("4.40% Series") $ 70.51
4.60% Series Preferred Stock ("4.60% Series") $ 73.72
5.95% Series Preferred Stock ("5.95% Series") $103.93
6.05% Series Preferred Stock ("6.05% Series") $104.37
6.125% Series Preferred Stock ("6.125% Series") $103.68
6.15% Series Preferred Stock ("6.15% Series") $104.72
6.33% Series Preferred Stock ("6.33% Series") $104.63
6.75% Series Preferred Stock ("6.75% Series") $109.17
(collectively, the "Shares"; and each of the 4 1/2% Preferred Stock and series
of Series Preferred Stock, a "Series of Preferred"), net to the undersigned in
cash.
This will instruct you to tender to Resources the number of shares of
each Series of Preferred indicated below (or, if no number is indicated below,
all shares of such Series of Preferred) which are held by you for the account of
the undersigned, upon the terms and subject to the conditions of the Offer.
3
<PAGE>
- -------------------------------------------------------------------------------
(Check only one*)
[_] Number of ______ Preferred to be Tendered: _________________ Shares**
[_] Number of ______ Preferred to be Tendered: _________________ Shares**
[_] Number of ______ Preferred to be Tendered: _________________ Shares**
[_] Number of ______ Preferred to be Tendered: _________________ Shares**
[_] Number of ______ Preferred to be Tendered: _________________ Shares**
[_] Number of ______ Preferred to be Tendered: _________________ Shares**
[_] Number of ______ Preferred to be Tendered: _________________ Shares**
[_] Number of ______ Preferred to be Tendered: _________________ Shares**
[_] Number of ______ Preferred to be Tendered: _________________ Shares**
[_] Number of ______ Preferred to be Tendered: _________________ Shares**
Dated:______________________________________________________, 1997
- -------------------------------------------------------------------------------
SIGN HERE
Signature(a):
--------------------------------------------------------------
Name(s):
--------------------------------------------------------------
Address:
--------------------------------------------------------------
Social Security or Taxpayer ID No.:
----------------------------------------
- ----------------------------------------------------------------------------
* A separate instruction must be completed for each Series of Preferred
tendered.
** Unless otherwise indicated, it will be assumed that all Shares of such
Series of Preferred held by us for your account are to be tendered.
4
<PAGE>
Please designate in the box below any Soliciting
Dealer who solicited your tender.
- -------------------------------------------------------------------------------
SOLICITED TENDERS
The undersigned represents that the Soliciting Dealer who solicited and
obtained this tender is:
Name of Firm:
---------------------------------------------------------------
(Please Print)
Name of Individual Broker or Financial Consultant:
-------------------------
Identification Number (if known):
-------------------------------------------
Address:
-------------------------------------------------------------------
- -----------------------------------------------------------------------------
(Include Zip Code)
5
<PAGE>
NOTICE OF SOLICITED TENDERS
List below the number of Shares tendered by each beneficial owner whose
tender you have solicited. All Shares beneficially owned by a beneficial owner,
whether in one account or several, and in however many capacities, must be
aggregated for purposes of completing the tables below. Any questions as to what
constitutes beneficial ownership should be directed to the Information Agent. If
the space below is inadequate, list the Shares on a separate signed schedule and
affix the list to this Notice of Solicited Tenders. Please do not complete the
sections of the table headed "TO BE COMPLETED ONLY BY DEPOSITARY."
ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE DEPOSITARY
AT THE ADDRESS SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE WITHIN THREE
NEW YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION OF THE OFFER. NOTICES
MAY BE FAXED TO THE DEPOSITARY AT (612) 450-4163; CONFIRMATION TELEPHONE NUMBER
(800) 778-3303. ALL QUESTIONS CONCERNING THE NOTICES OF SOLICITED TENDERS SHOULD
BE DIRECTED TO THE INFORMATION AGENT AT THE TELEPHONE NUMBER SET FORTH ON THE
BACK COVER OF THE OFFER TO PURCHASE.
SOLICITED TENDERS OF 3.35% SERIES
NOT BENEFICIALLY OWNED BY SOLICITING DEALER
<TABLE>
<CAPTION>
Beneficial Owners of Less Than 2,500 Shares -- Solicitation Fee of $1.50 per Share
To be Completed
To be Completed by the To be Completed by the Only by
Soliciting Dealer Soliciting Dealer Depositary
Number of Shares VOI Ticket DTC Participant
Beneficial Owners Tendered Number* Number
----------------- -------- ------ ------
<S> <C> <C> <C>
Beneficial Owner No. 1 __________ ________________________________ __________
Beneficial Owner No. 2 __________ ________________________________ __________
Beneficial Owner No. 3 __________ ________________________________ __________
Beneficial Owner No. 4 __________ ________________________________ __________
Beneficial Owner No. 5 __________ ________________________________ __________
Total __________ ________________________________ __________
<CAPTION>
Beneficial Owners of 2,500 or More Shares -- Solicitation Fee of $1.00 per Share
To be Completed
To be Completed by the To be Completed by the Only by
Soliciting Dealer Soliciting Dealer Depositary
Number of Shares VOI Ticket DTC Participant
Beneficial Owners Tendered Number* Number
----------------- -------- ------- ------
<S> <C> <C> <C>
Beneficial Owner No. 1 __________ ________________________________ __________
Beneficial Owner No. 2 __________ ________________________________ __________
Beneficial Owner No. 3 __________ ________________________________ __________
Beneficial Owner No. 4 __________ ________________________________ __________
Beneficial Owner No. 5 __________ ________________________________ __________
Total ========== ================================ ==========
</TABLE>
- -----------------
* Complete if Shares delivered by book-entry transfer. Please submit a separate
VOI Ticket for Shares tendered when the solicitation fee is to be directed to
another Soliciting Dealer. At the time of tendering Shares in book-entry form,
please indicate your request for solicitation fees in the comments field.
6
<PAGE>
NOTICE OF SOLICITED TENDERS
List below the number of Shares tendered by each beneficial owner whose
tender you have solicited. All Shares beneficially owned by a beneficial owner,
whether in one account or several, and in however many capacities, must be
aggregated for purposes of completing the tables below. Any questions as to what
constitutes beneficial ownership should be directed to the Information Agent. If
the space below is inadequate, list the Shares on a separate signed schedule and
affix the list to this Notice of Solicited Tenders. Please do not complete the
sections of the table headed "TO BE COMPLETED ONLY BY DEPOSITARY."
ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE DEPOSITARY
AT THE ADDRESS SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE WITHIN THREE
NEW YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION OF THE OFFER. NOTICES
MAY BE FAXED TO THE DEPOSITARY AT (612) 450-4163; CONFIRMATION TELEPHONE NUMBER
(800) 778-3303. ALL QUESTIONS CONCERNING THE NOTICES OF SOLICITED TENDERS SHOULD
BE DIRECTED TO THE INFORMATION AGENT AT THE TELEPHONE NUMBER SET FORTH ON THE
BACK COVER OF THE OFFER TO PURCHASE.
SOLICITED TENDERS OF 4.40% SERIES
NOT BENEFICIALLY OWNED BY SOLICITING DEALER
<TABLE>
<CAPTION>
Beneficial Owners of Less Than 2,500 Shares -- Solicitation Fee of $1.50 per Share
To be Completed by the To be Completed by the To be Completed
Soliciting Dealer Soliciting Dealer Only by Depositary
Number of Shares VOI Ticket DTC Participant
Beneficial Owners Tendered Number* Number
----------------- -------- ------ ------
<S> <C> <C> <C>
Beneficial Owner No. 1 __________ ________________________________ __________
Beneficial Owner No. 2 __________ ________________________________ __________
Beneficial Owner No. 3 __________ ________________________________ __________
Beneficial Owner No. 4 __________ ________________________________ __________
Beneficial Owner No. 5 __________ ________________________________ __________
Total ========== ================================ ==========
<CAPTION>
Beneficial Owners of 2,500 or More Shares -- Solicitation Fee of $1.00 per Share
To be Completed by the To be Completed by the To be Completed
Soliciting Dealer Soliciting Dealer Only by Depositary
Number of Shares VOI Ticket DTC Participant
Beneficial Owners Tendered Number* Number
----------------- -------- ------ ------
<S> <C> <C> <C>
Beneficial Owner No. 1 __________ ________________________________ __________
Beneficial Owner No. 2 __________ ________________________________ __________
Beneficial Owner No. 3 __________ ________________________________ __________
Beneficial Owner No. 4 __________ ________________________________ __________
Beneficial Owner No. 5 __________ ________________________________ __________
Total ========== ================================ ==========
- -----------------
</TABLE>
* Complete if Shares delivered by book-entry transfer. Please submit a separate
VOI Ticket for Shares tendered when the solicitation fee is to be directed to
another Soliciting Dealer. At the time of tendering Shares in book-entry form,
please indicate your request for solicitation fees in the comments field.
7
<PAGE>
NOTICE OF SOLICITED TENDERS
List below the number of Shares tendered by each beneficial owner whose
tender you have solicited. All Shares beneficially owned by a beneficial owner,
whether in one account or several, and in however many capacities, must be
aggregated for purposes of completing the tables below. Any questions as to what
constitutes beneficial ownership should be directed to the Information Agent. If
the space below is inadequate, list the Shares on a separate signed schedule and
affix the list to this Notice of Solicited Tenders. Please do not complete the
sections of the table headed "TO BE COMPLETED ONLY BY DEPOSITARY."
ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE DEPOSITARY
AT THE ADDRESS SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE WITHIN THREE
NEW YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION OF THE OFFER. NOTICES
MAY BE FAXED TO THE DEPOSITARY AT (612) 450-4163; CONFIRMATION TELEPHONE NUMBER
(800) 778-3303. ALL QUESTIONS CONCERNING THE NOTICES OF SOLICITED TENDERS SHOULD
BE DIRECTED TO THE INFORMATION AGENT AT THE TELEPHONE NUMBER SET FORTH ON THE
BACK COVER OF THE OFFER TO PURCHASE.
SOLICITED TENDERS OF 4.60% SERIES
NOT BENEFICIALLY OWNED BY SOLICITING DEALER
Beneficial Owners of Less Than 2,500 Shares --
Solicitation Fee of $1.50 per Share
<TABLE>
<CAPTION>
To be Completed by the To be Completed by the To be Completed Only
Soliciting Dealer Soliciting Dealer by Depositary
Number of Shares VOI Ticket DTC Participant
Beneficial Owners Tendered Number* Number
----------------- -------- ------ ------
<S> <C> <C> <C>
Beneficial Owner No. 1 __________ ______________________________ __________
Beneficial Owner No. 2 __________ ______________________________ __________
Beneficial Owner No. 3 __________ ______________________________ __________
Beneficial Owner No. 4 __________ ______________________________ __________
Beneficial Owner No. 5 __________ ______________________________ __________
Total ========== ============================== ==========
<CAPTION>
Beneficial Owners of 2,500 or More Shares -- Solicitation Fee of $1.00 per Share
To be Completed by the To be Completed by the To be Completed Only
Soliciting Dealer Soliciting Dealer by Depositary
Number of Shares VOI Ticket DTC Participant
Beneficial Owners Tendered Number* Number
----------------- -------- ------- ------
<S> <C> <C> <C>
Beneficial Owner No. 1 __________ ______________________________ __________
Beneficial Owner No. 2 __________ ______________________________ __________
Beneficial Owner No. 3 __________ ______________________________ __________
Beneficial Owner No. 4 __________ ______________________________ __________
Beneficial Owner No. 5 __________ ______________________________ __________
Total ========== ============================== ==========
- -----------------
</TABLE>
* Complete if Shares delivered by book-entry transfer. Please submit a separate
VOI Ticket for Shares tendered when the solicitation fee is to be directed to
another Soliciting Dealer. At the time of tendering Shares in book-entry form,
please indicate your request for solicitation fees in the comments field.
8
<PAGE>
NOTICE OF SOLICITED TENDERS
List below the number of Shares tendered by each beneficial owner whose
tender you have solicited. All Shares beneficially owned by a beneficial owner,
whether in one account or several, and in however many capacities, must be
aggregated for purposes of completing the tables below. Any questions as to what
constitutes beneficial ownership should be directed to the Information Agent. If
the space below is inadequate, list the Shares on a separate signed schedule and
affix the list to this Notice of Solicited Tenders. Please do not complete the
sections of the table headed "TO BE COMPLETED ONLY BY DEPOSITARY."
ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE DEPOSITARY
AT THE ADDRESS SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE WITHIN THREE
NEW YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION OF THE OFFER. NOTICES
MAY BE FAXED TO THE DEPOSITARY AT (612) 450-4163; CONFIRMATION TELEPHONE NUMBER
(800) 778-3303. ALL QUESTIONS CONCERNING THE NOTICES OF SOLICITED TENDERS SHOULD
BE DIRECTED TO THE INFORMATION AGENT AT THE TELEPHONE NUMBER SET FORTH ON THE
BACK COVER OF THE OFFER TO PURCHASE.
SOLICITED TENDERS OF 5.95% SERIES
NOT BENEFICIALLY OWNED BY SOLICITING DEALER
<TABLE>
<CAPTION>
Beneficial Owners of Less Than 2,500 Shares -- Solicitation Fee of $0.50 per Share
To be Completed by the To be Completed by the To be Completed Only
Soliciting Dealer Soliciting Dealer by Depositary
Number of Shares VOI Ticket DTC Participant
Beneficial Owners Tendered Number* Number
----------------- -------- ------ ------
<S> <C> <C> <C>
Beneficial Owner No. 1 __________ ______________________________ __________
Beneficial Owner No. 2 __________ ______________________________ __________
Beneficial Owner No. 3 __________ ______________________________ __________
Beneficial Owner No. 4 __________ ______________________________ __________
Beneficial Owner No. 5 __________ ______________________________ __________
Total ========== ============================== ==========
<CAPTION>
Beneficial Owners of 2,500 or More Shares -- Solicitation Fee of $0.50 per Share
To be Completed by the To be Completed by the To be Completed
Soliciting Dealer Soliciting Dealer Only by Depositary
Number of Shares VOI Ticket DTC Participant
Beneficial Owners Tendered Number* Number
----------------- -------- ------ ------
<S> <C> <C> <C>
Beneficial Owner No. 1 __________ ________________________________ __________
Beneficial Owner No. 2 __________ ________________________________ __________
Beneficial Owner No. 3 __________ ________________________________ __________
Beneficial Owner No. 4 __________ ________________________________ __________
Beneficial Owner No. 5 __________ ________________________________ __________
Total ========== ============================== ==========
</TABLE>
* Complete if Shares delivered by book-entry transfer. Please submit a separate
VOI Ticket for Shares tendered when the solicitation fee is to be directed to
another Soliciting Dealer. At the time of tendering Shares in book-entry form,
please indicate your request for solicitation fees in the comments field.
9
<PAGE>
NOTICE OF SOLICITED TENDERS
List below the number of Shares tendered by each beneficial owner whose
tender you have solicited. All Shares beneficially owned by a beneficial owner,
whether in one account or several, and in however many capacities, must be
aggregated for purposes of completing the tables below. Any questions as to what
constitutes beneficial ownership should be directed to the Information Agent. If
the space below is inadequate, list the Shares on a separate signed schedule and
affix the list to this Notice of Solicited Tenders. Please do not complete the
sections of the table headed "TO BE COMPLETED ONLY BY DEPOSITARY."
ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE DEPOSITARY
AT THE ADDRESS SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE WITHIN THREE
NEW YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION OF THE OFFER. NOTICES
MAY BE FAXED TO THE DEPOSITARY AT (612) 450-4163; CONFIRMATION TELEPHONE NUMBER
(800) 778-3303. ALL QUESTIONS CONCERNING THE NOTICES OF SOLICITED TENDERS SHOULD
BE DIRECTED TO THE INFORMATION AGENT AT THE TELEPHONE NUMBER SET FORTH ON THE
BACK COVER OF THE OFFER TO PURCHASE.
SOLICITED TENDERS OF 6.05% SERIES
NOT BENEFICIALLY OWNED BY SOLICITING DEALER
<TABLE>
<CAPTION>
Beneficial Owners of Less Than 2,500 Shares -- Solicitation Fee of $0.50 per Share
To be Completed by the To be Completed by the To be Completed Only
Soliciting Dealer Soliciting Dealer by Depositary
Number of Shares VOI Ticket DTC Participant
Beneficial Owners Tendered Number* Number
----------------- -------- ------- ------
<S> <C> <C> <C>
Beneficial Owner No. 1 __________ ______________________________ __________
Beneficial Owner No. 2 __________ ______________________________ __________
Beneficial Owner No. 3 __________ ______________________________ __________
Beneficial Owner No. 4 __________ ______________________________ __________
Beneficial Owner No. 5 __________ ______________________________ __________
Total ========== ============================== ==========
<CAPTION>
Beneficial Owners of 2,500 or More Shares -- Solicitation Fee of $0.50 per Share
To be Completed by the To be Completed by the To be Completed Only
Soliciting Dealer Soliciting Dealer by Depositary
Number of Shares VOI Ticket DTC Participant
Beneficial Owners Tendered Number* Number
----------------- -------- ------ ------
<S> <C> <C> <C>
Beneficial Owner No. 1 __________ ______________________________ __________
Beneficial Owner No. 2 __________ ______________________________ __________
Beneficial Owner No. 3 __________ ______________________________ __________
Beneficial Owner No. 4 __________ ______________________________ __________
Beneficial Owner No. 5 __________ ______________________________ __________
Total ========== ============================== ==========
</TABLE>
- -----------------
* Complete if Shares delivered by book-entry transfer. Please submit a separate
VOI Ticket for Shares tendered when the solicitation fee is to be directed to
another Soliciting Dealer. At the time of tendering Shares in book-entry form,
please indicate your request for solicitation fees in the comments field.
10
<PAGE>
NOTICE OF SOLICITED TENDERS
List below the number of Shares tendered by each beneficial owner whose
tender you have solicited. All Shares beneficially owned by a beneficial owner,
whether in one account or several, and in however many capacities, must be
aggregated for purposes of completing the tables below. Any questions as to what
constitutes beneficial ownership should be directed to the Information Agent. If
the space below is inadequate, list the Shares on a separate signed schedule and
affix the list to this Notice of Solicited Tenders. Please do not complete the
sections of the table headed "TO BE COMPLETED ONLY BY DEPOSITARY."
ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE DEPOSITARY
AT THE ADDRESS SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE WITHIN THREE
NEW YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION OF THE OFFER. NOTICES
MAY BE FAXED TO THE DEPOSITARY AT (612) 450-4163; CONFIRMATION TELEPHONE NUMBER
(800) 778-3303. ALL QUESTIONS CONCERNING THE NOTICES OF SOLICITED TENDERS SHOULD
BE DIRECTED TO THE INFORMATION AGENT AT THE TELEPHONE NUMBER SET FORTH ON THE
BACK COVER OF THE OFFER TO PURCHASE.
SOLICITED TENDERS OF 6.125% SERIES
NOT BENEFICIALLY OWNED BY SOLICITING DEALER
<TABLE>
<CAPTION>
Beneficial Owners of Less Than 2,500 Shares -- Solicitation Fee of $0.50 per Share
To be Completed by the To be Completed by the To be Completed
Soliciting Dealer Soliciting Dealer Only by Depositary
Number of Shares VOI Ticket DTC Participant
Beneficial Owners Tendered Number* Number
----------------- -------- ------ ------
<S> <C> <C> <C>
Beneficial Owner No. 1 __________ _____________________________ __________
Beneficial Owner No. 2 __________ ______________________________ __________
Beneficial Owner No. 3 __________ ______________________________ __________
Beneficial Owner No. 4 __________ ______________________________ __________
Beneficial Owner No. 5 __________ ______________________________ __________
Total =========== ============================== ==========
<CAPTION>
Beneficial Owners of 2,500 or More Shares -- Solicitation Fee of $0.50 per Share
To be Completed by the To be Completed by the To be Completed
Soliciting Dealer Soliciting Dealer Only by Depositary
Number of Shares VOI Ticket DTC Participant
Beneficial Owners Tendered Number* Number
----------------- -------- ------ ------
<S> <C> <C> <C>
Beneficial Owner No. 1 __________ ________________________________ __________
Beneficial Owner No. 2 __________ ________________________________ __________
Beneficial Owner No. 3 __________ ________________________________ __________
Beneficial Owner No. 4 __________ ________________________________ __________
Beneficial Owner No. 5 __________ ________________________________ __________
Total ========== ================================ ==========
- -----------------
</TABLE>
* Complete if Shares delivered by book-entry transfer. Please submit a separate
VOI Ticket for Shares tendered when the solicitation fee is to be directed to
another Soliciting Dealer. At the time of tendering Shares in book-entry form,
please indicate your request for solicitation fees in the comments field.
11
<PAGE>
NOTICE OF SOLICITED TENDERS
List below the number of Shares tendered by each beneficial owner whose
tender you have solicited. All Shares beneficially owned by a beneficial owner,
whether in one account or several, and in however many capacities, must be
aggregated for purposes of completing the tables below. Any questions as to what
constitutes beneficial ownership should be directed to the Information Agent. If
the space below is inadequate, list the Shares on a separate signed schedule and
affix the list to this Notice of Solicited Tenders. Please do not complete the
sections of the table headed "TO BE COMPLETED ONLY BY DEPOSITARY."
ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE DEPOSITARY
AT THE ADDRESS SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE WITHIN THREE
NEW YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION OF THE OFFER. NOTICES
MAY BE FAXED TO THE DEPOSITARY AT (612) 450-4163; CONFIRMATION TELEPHONE NUMBER
(800) 778-3303. ALL QUESTIONS CONCERNING THE NOTICES OF SOLICITED TENDERS SHOULD
BE DIRECTED TO THE INFORMATION AGENT AT THE TELEPHONE NUMBER SET FORTH ON THE
BACK COVER OF THE OFFER TO PURCHASE.
SOLICITED TENDERS OF 6.15% SERIES
NOT BENEFICIALLY OWNED BY SOLICITING DEALER
<TABLE>
<CAPTION>
Beneficial Owners of Less Than 2,500 Shares -- Solicitation Fee of $0.50 per Share
To be Completed by the To be Completed by the To be Completed Only
Soliciting Dealer Soliciting Dealer by Depositary
Number of Shares VOI Ticket DTC Participant
Beneficial Owners Tendered Number* Number
----------------- -------- ------- ------
<S> <C> <C> <C>
Beneficial Owner No. 1 __________ ______________________________ __________
Beneficial Owner No. 2 __________ ______________________________ __________
Beneficial Owner No. 3 __________ ______________________________ __________
Beneficial Owner No. 4 __________ ______________________________ __________
Beneficial Owner No. 5 __________ ______________________________ __________
Total ========== ============================== ==========
<CAPTION>
Beneficial Owners of 2,500 or More Shares -- Solicitation Fee of $0.50
To be Completed by the To be Completed by the To be Completed Only
Soliciting Dealer Soliciting Dealer by Depositary
Number of Shares VOI Ticket DTC Participant
Beneficial Owners Tendered Number* Number
----------------- -------- ------ ------
<S> <C> <C> <C>
Beneficial Owner No. 1 __________ ______________________________ __________
Beneficial Owner No. 2 __________ ______________________________ __________
Beneficial Owner No. 3 __________ ______________________________ __________
Beneficial Owner No. 4 __________ ______________________________ __________
Beneficial Owner No. 5 __________ ______________________________ __________
Total ========== ============================== ==========
</TABLE>
- -----------------
* Complete if Shares delivered by book-entry transfer. Please submit a separate
VOI Ticket for Shares tendered when the solicitation fee is to be directed to
another Soliciting Dealer. At the time of tendering Shares in book-entry form,
please indicate your request for solicitation fees in the comments field.
12
<PAGE>
NOTICE OF SOLICITED TENDERS
List below the number of Shares tendered by each beneficial owner whose
tender you have solicited. All Shares beneficially owned by a beneficial owner,
whether in one account or several, and in however many capacities, must be
aggregated for purposes of completing the tables below. Any questions as to what
constitutes beneficial ownership should be directed to the Information Agent. If
the space below is inadequate, list the Shares on a separate signed schedule and
affix the list to this Notice of Solicited Tenders. Please do not complete the
sections of the table headed "TO BE COMPLETED ONLY BY DEPOSITARY."
ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE DEPOSITARY
AT THE ADDRESS SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE WITHIN THREE
NEW YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION OF THE OFFER. NOTICES
MAY BE FAXED TO THE DEPOSITARY AT (612) 450-4163; CONFIRMATION TELEPHONE NUMBER
(800) 778-3303. ALL QUESTIONS CONCERNING THE NOTICES OF SOLICITED TENDERS SHOULD
BE DIRECTED TO THE INFORMATION AGENT AT THE TELEPHONE NUMBER SET FORTH ON THE
BACK COVER OF THE OFFER TO PURCHASE.
SOLICITED TENDERS OF 6.33% SERIES
NOT BENEFICIALLY OWNED BY SOLICITING DEALER
<TABLE>
<CAPTION>
Beneficial Owners of Less Than 2,500 Shares -- Solicitation Fee of $0.50 per Share
To be Completed by the To be Completed by the To be Completed
Soliciting Dealer Soliciting Dealer Only by Depositary
Number of Shares VOI Ticket DTC Participant
Beneficial Owners Tendered Number* Number
----------------- -------- ------ ------
<S> <C> <C> <C>
Beneficial Owner No. 1 ______________________ ________________________________ __________
Beneficial Owner No. 2 ______________________ ________________________________ __________
Beneficial Owner No. 3 ______________________ ________________________________ __________
Beneficial Owner No. 4 ______________________ ________________________________ __________
Beneficial Owner No. 5 ______________________ ________________________________ __________
Total ====================== ================================ ==========
<CAPTION>
Beneficial Owners of 2,500 or More Shares -- Solicitation Fee of $0.50 per Share
To be Completed by the To be Completed by the To be Completed
Soliciting Dealer Soliciting Dealer Only by Depositary
Number of Shares VOI Ticket DTC Participant
Beneficial Owners Tendered Number* Number
----------------- -------- ------ ------
<S> <C> <C> <C>
Beneficial Owner No. 1 ______________________ ________________________________ __________
Beneficial Owner No. 2 ______________________ ________________________________ __________
Beneficial Owner No. 3 ______________________ ________________________________ __________
Beneficial Owner No. 4 ______________________ ________________________________ __________
Beneficial Owner No. 5 ______________________ ________________________________ __________
Total ====================== ================================ ==========
</TABLE>
- -----------------
* Complete if Shares delivered by book-entry transfer. Please submit a separate
VOI Ticket for Shares tendered when the solicitation fee is to be directed to
another Soliciting Dealer. At the time of tendering Shares in book-entry form,
please indicate your request for solicitation fees in the comments field.
13
<PAGE>
NOTICE OF SOLICITED TENDERS
List below the number of Shares tendered by each beneficial owner whose
tender you have solicited. All Shares beneficially owned by a beneficial owner,
whether in one account or several, and in however many capacities, must be
aggregated for purposes of completing the tables below. Any questions as to what
constitutes beneficial ownership should be directed to the Information Agent. If
the space below is inadequate, list the Shares on a separate signed schedule and
affix the list to this Notice of Solicited Tenders. Please do not complete the
sections of the table headed "TO BE COMPLETED ONLY BY DEPOSITARY."
ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE DEPOSITARY
AT THE ADDRESS SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE WITHIN THREE
NEW YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION OF THE OFFER. NOTICES
MAY BE FAXED TO THE DEPOSITARY AT (612) 450-4163; CONFIRMATION TELEPHONE NUMBER
(800) 778-3303. ALL QUESTIONS CONCERNING THE NOTICES OF SOLICITED TENDERS SHOULD
BE DIRECTED TO THE INFORMATION AGENT AT THE TELEPHONE NUMBER SET FORTH ON THE
BACK COVER OF THE OFFER TO PURCHASE.
SOLICITED TENDERS OF 6.75% SERIES
NOT BENEFICIALLY OWNED BY SOLICITING DEALER
<TABLE>
<CAPTION>
Beneficial Owners of Less Than 2,500 Shares -- Solicitation Fee of $1.50 per Share
To be Completed by the To be Completed by the To be Completed Only
Soliciting Dealer Soliciting Dealer by Depositary
Number of Shares VOI Ticket DTC Participant
Beneficial Owners Tendered Number* Number
----------------- -------- ------ ------
<S> <C> <C> <C>
Beneficial Owner No. 1 __________ ______________________________ __________
Beneficial Owner No. 2 __________ ______________________________ __________
Beneficial Owner No. 3 __________ ______________________________ __________
Beneficial Owner No. 4 __________ ______________________________ __________
Beneficial Owner No. 5 __________ ______________________________ __________
Total ========== ============================== ===========
<CAPTION>
Beneficial Owners of 2,500 or More Shares -- Solicitation Fee of $1.00 per Share
To be Completed by the To be Completed by the To be Completed Only
Soliciting Dealer Soliciting Dealer by Depositary
Number of Shares VOI Ticket DTC Participant
Beneficial Owners Tendered Number* Number
----------------- -------- ------ ------
<S> <C> <C> <C>
Beneficial Owner No. 1 __________ ______________________________ __________
Beneficial Owner No. 2 __________ ______________________________ __________
Beneficial Owner No. 3 __________ ______________________________ __________
Beneficial Owner No. 4 __________ ______________________________ __________
Beneficial Owner No. 5 __________ ______________________________ __________
Total ========== ============================== ==========
</TABLE>
- -----------------
* Complete if Shares delivered by book-entry transfer. Please submit a separate
VOI Ticket for Shares tendered when the solicitation fee is to be directed to
another Soliciting Dealer. At the time of tendering Shares in book-entry form,
please indicate your request for solicitation fees in the comments field.
14
<PAGE>
The undersigned hereby confirms that: (i) it has complied with the applicable
requirements of the Securities Exchange Act of 1934, as amended, and the
applicable rules and regulations thereunder, in connection with such
solicitation; (ii) it is entitled to such compensation for such solicitation
under the terms and conditions of the Offer to Purchase (unless the undersigned
is not being compensated for such solicitation); (iii) in soliciting tenders of
Shares, it has used no soliciting materials other than those furnished by
Resources; and (iv) if it is a foreign broker or dealer not eligible for
membership in the NASD, it has agreed to conform to the NASD's Rules of Fair
Practice in making solicitations outside the United States to the same extent as
though it were an NASD member.
- ---------------------------
(Name of Firm)
- ---------------------------
(Authorized Signature)
- ----------------------------
(Area Code and Telephone Number)
- ----------------------------
(Address)
- ----------------------------
(City, State, Zip Code)
- ----------------------------
(Attention)
Date:_______________________
DO NOT SEND STOCK CERTIFICATES WITH THIS FORM.
YOUR STOCK CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL.
15
<PAGE>
Exhibit 99(a)(6)
PP&L Resources, Inc.
- ----------------------------------------------------------------
Two North Ninth Street . Allentown, PA 18101-1179 . 610/774-5151
William F. Hecht
Chairman, President
and Chief Executive Officer
March 3, 1997
Dear Shareowners of Preferred Stock of
Pennsylvania Power & Light Company:
Re: Tender Offer for All of PP&L's Preferred Stock
----------------------------------------------
PP&L Resources, Inc. is offering to purchase any and all shares of the
4 1/2% Preferred Stock and each series of Series Preferred Stock of Pennsylvania
Power & Light Company at the applicable price set forth in the enclosed Offer to
Purchase.
This offer gives you the opportunity to sell your shares of 4 1/2%
Preferred Stock and Series Preferred Stock 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.
All of the shares of 4 1/2% Preferred Stock and Series Preferred Stock
that are properly tendered in accordance with the terms and conditions set forth
in the enclosed Offer to Purchase and the applicable Letter of Transmittal will
be purchased in cash at the applicable price.
The offer is explained in detail in the enclosed Offer to Purchase and
applicable Letter of Transmittal. A separate Letter of Transmittal has been
prepared for the 4 1/2% Preferred Stock and for each series of Series Preferred
Stock (each a "Series of Preferred") and only the applicable Letter of
Transmittal may be used to tender shares for that Series of Preferred. If you
want to tender your shares, the instructions on how to tender shares are in the
enclosed materials. I encourage you to read carefully these materials before
making any decision with respect to the offer.
The offer for shares of one Series of Preferred is independent of the
offer for shares of any other Series of Preferred.
PP&L Resources, Inc., Pennsylvania Power & Light Company, their Boards of
Directors and their executive officers make no recommendation to any shareowner
as to whether to tender any of all shares of any Series of Preferred pursuant to
the offer. Shareowners must make their own decisions as to whether to tender
shares of any Series of Preferred pursuant to the offer and, if so, how many
shares to tender. If you do not wish to participate in the offer, you do not
need to take any action.
Sincerely,
/s/ W.F. Hecht
W.F. Hecht
Enclosures
<PAGE>
Exhibit 99(a)(7)
PP&L Resources Announces It Will
Commence Offers to Purchase All
Outstanding Shares of Preferred Stock
of Pennsylvania Power & Light Company
-------------------------------------
ALLENTOWN, Pennsylvania, February 28, 1997 -- PP&L Resources, Inc. (NYSE: PPL)
announced today (2/28) that on Monday, March 3, it will commence offers to
purchase any and all of the outstanding shares of Preferred Stock of its utility
subsidiary, Pennsylvania Power & Light Company, at the prices indicated below
for such shares:
Purchase Price
Per Share
--------------
4 1/2% Preferred Stock $ 80.00
3.35% Series Preferred Stock $ 52.02
4.40% Series Preferred Stock $ 70.51
4.60% Series Preferred Stock $ 73.72
5.95% Series Preferred Stock $103.93
6.05% Series Preferred Stock $104.37
6.125% Series Preferred Stock $104.72
6.15% Series Preferred Stock $103.68
6.33% Series Preferred Stock $104.63
6.75% Series Preferred Stock $109.17
Each of the offers is independent and is not conditioned upon
a minimum number of shares being tendered. Each offer is being made only by
means of, and is subject to, certain other terms and conditions as set forth in
the Offer to Purchase dated March 3, 1997 and the related Letter of Transmittal.
The offer and withdrawal rights for the 4 1/2% preferred stock and each series
of series preferred stock will expire at 12:00 midnight, New York City time, on
Friday, April 4, 1997, unless the offer for such series is extended.
Holders of record on March 10, 1997 of tendered shares will be
entitled to the regular quarter dividend payable on April 1, 1997 irrespective
of when they tender their shares. Holders of shares purchased pursuant to the
offer will not be entitled to any dividends in respect of any later dividend
periods.
The Dealer Manager for the offer is Merrill Lynch & Co. and the
Depositary for the tendered shares is Norwest Bank Minnesota, N.A. Questions or
requests for assistance may be directed to Georgeson & Company, Inc., the
Information Agent, at 800/223-2064 or Merrill Lynch & Co. at 888/ML4-TNDR
(888/654-8637).
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell shares. The offers are made solely by the Offer
to Purchase, dated March 3, 1997, and are not being made to (nor will tenders be
accepted from or on behalf of) holders of shares residing in any jurisdiction in
which the making of the offers or the acceptance thereof would not be in
compliance with the laws of such jurisdiction. In any jurisdiction, the
securities
<PAGE>
2
laws of which require the offers to be made by a licensed broker or dealer, the
offers shall be deemed made on behalf of PP&L Resources by one or more brokers
or dealers licensed under the laws of such jurisdiction.
PP&L Resources, Inc., based in Allentown, Pa., is the parent
company of Pennsylvania Power & Light Company Co., Power Markets Development Co.
and Spectrum Energy Services Corp.
Pennsylvania Power & Light supplies electricity to a 10,000-
square-mile area of 29 countries in Central Eastern Pennsylvania. Among the
communities is serves are Allentown, Bethlehem, Harrisburg, Hazleton, Lancaster,
Scranton, Wilkes-Barre and Williamsport.
<PAGE>
Exhibit 99(a)(8)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares. The Offer is made solely by the Offer to Purchase dated March 3,
1997 and the related Letter of Transmittal, and is being made to all
Shareowners. Resources is not aware of any jurisdiction where the making of an
Offer or the tender of Shares is not in compliance with any applicable law. If
Resources becomes aware of any jurisdiction where the making of the Offer or the
tender of Shares is not in compliance with any applicable law, Resources will
make a good faith effort to comply with such law. If, after such good faith
effort, Resources cannot comply with such law, the Offer will not be made to
(nor will tenders be accepted from or on behalf of) the owners of Shares
residing in such jurisdiction. In any jurisdiction where the securities, blue
sky or other laws require the Offer to be made by a licensed broker or dealer,
the Offer shall be deemed to be made on behalf of Resources by Merrill Lynch &
Co. or one or more registered brokers or dealers under the laws of such
jurisdiction.
PP&L Resources, Inc.
Notice of Offer to Purchase for Cash
Any and All Outstanding Shares of Preferred Stock of
Pennsylvania Power & Light Company
4 1/2% Preferred Stock at a Purchase Price of $80.00 Per Share
(CUSIP No. 709051-40-3)
3.35% Series Preferred Stock at a Purchase Price of $52.02 Per Share
(CUSIP No. 709051-20-5)
4.40% Series Preferred Stock at a Purchase Price of $70.51 Per Share
(CUSIP No. 709051-30-4)
4.60% Series Preferred Stock at a Purchase Price of $73.72 Per Share
(CUSIP No. 709051-50-2)
5.95% Series Preferred Stock at a Purchase Price of $103.93 Per Share
(CUSIP No. 709051-66-8)
6.05% Series Preferred Stock at a Purchase Price of $104.37 Per Share
(CUSIP No. 709051-65-0)
6.125% Series Preferred Stock at a Purchase Price of $103.68 Per Share
(CUSIP No. 709051-68-4)
6.15% Series Preferred Stock at a Purchase Price of $104.72 Per Share
(CUSIP No. 709051-64-3)
6.33% Series Preferred Stock at a Purchase Price of $104.63 Per Share
(CUSIP No. 709051-69-2)
6.75% Series Preferred Stock at a Purchase Price of $109.17 Per Share
(CUSIP No. 709051-67-6)
PP&L Resources, Inc., a Pennsylvania corporation ("Resources"), invites
the holders ("Shareowners") of the 4 1/2% Preferred Stock and each series of
Series Preferred Stock listed above (each of the 4 1/2% Preferred Stock and
Series Preferred Stock, a "Series of Preferred"; and collectively, the
"Preferred Stock") of Pennsylvania Power & Light Company, a Pennsylvania
corporation and direct subsidiary of Resources ("PP&L" and together with
Resources, the "Companies") to tender any and all of their shares of Preferred
Stock ("Shares") for purchase at the price per Share listed above for the Shares
tendered, in each case net to the seller in cash, upon the terms and subject to
the conditions set forth in the Offer to Purchase dated March 3, 1997 and in the
related Letter of Transmittal (which together constitute the "Offer") with
respect to the applicable Preferred Stock.
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON FRIDAY, APRIL 4, 1997 (THE "EXPIRATION DATE"), UNLESS
THE OFFER IS EXTENDED WITH RESPECT TO ANY SERIES OF PREFERRED.
- --------------------------------------------------------------------------------
The Offer for one Series of Preferred is independent of the Offer for
any other Series of Preferred. The Offer for a Series of Preferred is not
conditioned upon any minimum number of shares of the applicable Series of
Preferred being tendered. The Offer, however, is subject to certain other
conditions. See "Certain Conditions of the Offer" in the Offer to Purchase.
Any Shareowner desiring to accept the Offer and tender any or all of
his or her Shares should (i) request his or her broker, dealer, commercial bank,
trust company or nominee to effect the transaction for him or her, (ii) complete
and sign the Letter of Transmittal in accordance with the instructions in such
Letter of Transmittal, mail or deliver it by hand, together with any other
required documents, to Norwest Bank Minnesota, N.A. (the "Depositary"), and
deliver the certificates for such Shares to the Depositary, along with the
Letter of Transmittal, or tender such Shares pursuant to the procedure for
book-entry transfer set forth in the Offer to Purchase under "Procedures for
Tendering Shares," or (iii) follow the procedures for guaranteed delivery
summarized below and set forth in the Offer to Purchase under "Procedures for
Tendering Shares--Guaranteed Delivery Procedures," on or prior to the Expiration
Date (set forth above). Shareowners whose Shares are registered in the name of a
broker, dealer, commercial bank, trust company or nominee must contact such
broker, dealer, commercial bank, trust company or nominee if he or she desires
to tender such Shares. Shareowners who desire to tender Shares and whose
certificates for such Shares are not available immediately, or who cannot comply
in a timely manner with the procedures for book-entry transfer, should tender
such Shares by following the procedures for guaranteed delivery set forth in the
Offer to Purchase under "Procedures for Tendering Shares." Resources will pay to
each soliciting dealer a solicitation fee for Shares tendered, accepted for
payment and paid pursuant to the Offer. See "Fees And Expenses" in the Offer to
Purchase.
EACH SERIES OF PREFERRED STOCK HAS ITS OWN LETTER OF TRANSMITTAL, AND
ONLY THE APPLICABLE LETTER OF TRANSMITTAL FOR SUCH SERIES OF PREFERRED OR A
NOTICE OF GUARANTEED DELIVERY MAY BE USED TO TENDER SHARES OF SUCH SERIES OF
PREFERRED.
THE COMPANIES, THEIR BOARDS OF DIRECTORS, AND THEIR EXECUTIVE OFFICERS
MAKE NO RECOMMENDATION TO ANY SHAREOWNER AS TO WHETHER TO TENDER ANY OR ALL
SHARES OF ANY SERIES OF PREFERRED PURSUANT TO THE OFFER. SHAREOWNERS MUST MAKE
THEIR OWN DECISIONS AS TO WHETHER TO TENDER SHARES OF ANY SERIES OF PREFERRED
PURSUANT TO THE OFFER AND, IF SO, HOW MANY SHARES TO TENDER.
The Offer to Purchase is first being mailed on or about March 3, 1997
and is being sent to all persons in whose names Shares are registered on the
books of PP&L as of the close of business on February 24, 1997.
The information required to be disclosed by Rule 13e-3(e)(1) and Rule
13e-4(d)(1) of the General Rules and Regulations under the Securities Exchange
Act of 1934, as amended, is contained in the Offer to Purchase and is
incorporated herein by reference.
The Offer to Purchase and the related Letter of Transmittal contain
important information which should be read before any decision is made with
respect to the Offer.
Questions and requests for assistance or for copies of the Offer to
Purchase, the related Letter of Transmittal, and other tender offer materials
may be directed to the Information Agent or the Dealer Manager as set forth
below, and copies will be furnished promptly at Resources' expense.
The Information Agent for the Offer is:
GEORGESON
& COMPANY INC.
--------------
Wall Street Plaza
New York, New York 10005
Banks and Brokers call collect: (212) 440-9800
Call Toll-Free: 1-800-223-2064
The Dealer Manager for the Offer is:
Merrill Lynch & Co.
World Financial Center
250 Vesey Street
New York, New York 10281
1-888-ML4-TNDR (Toll-free)
(1-888-654-8637 (Toll-free)
Susan L. Weinberg
March 3, 1997
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER OF SUBSTITUTE FORM W-9
Section references are to the Internal Revenue Code.
Purpose of Form.--A person who is required to file an information return
with the IRS must obtain your correct TIN to report income paid to you, real
estate transactions, mortgage interest you paid, the acquisition or abandonment
of secured property or contributions you made to an IRA. Use Form W-9 to furnish
your correct TIN to the requester (the person asking you to furnish your TIN)
and, when applicable, (1) to certify that the TIN you are furnishing is correct
(or that you are waiting for a number to be issued), (2) to certify that you are
not subject to backup withholding, and (3) to claim exemption from backup
withholding if you are an exempt payee. Furnishing your correct TIN and making
the appropriate certifications will prevent certain payments from being subject
to backup withholding.
Note: If a requester gives you a form other than a W-9 to request your TIN,
you must use the requester's form.
How to Obtain a TIN.--If you do not have a TIN, apply for one immediately.
To apply, get Form SS-5, Application for a Social Security Card (for
individuals), from your local office of the Social Security Administration, or
Form SS-4, Application for Employer Identification Number (for businesses and
all other entities), from your local IRS office.
To complete Form W-9 if you do not have a TIN, write "Applied for" in the
space for the TIN in Part I (or check box 2 of Substitute Form W-9), sign and
date the form, and give it to the requester. Generally, you must obtain a TIN
and furnish it to the requester by the time of payment. If the requester does
not receive your TIN by the time of payment, backup withholding, if applicable,
will begin and continue until you furnish your TIN to the requester.
Note: Writing "Applied for" (or checking box 2 of the Substitute Form W-9)
on the form means that you have already applied for a TIN or that you intend to
apply for one in the near future.
As soon as you receive your TIN, complete another Form W-9, include your
TIN, sign and date the form, and give it to the requester.
What is Backup Withholding?--Persons making certain payments to you after
1992 are required to withhold and pay to the IRS 31% of such payments under
certain conditions. This is called "backup withholding". Payments that could be
subject to backup withholding include interest, dividends, broker and barter
exchange transactions, rents, royalties, nonemployee compensation and certain
payments from fishing boat operators, but do not include real estate
transactions.
If you give the requester your correct TIN, make the appropriate
certifications, and report all your taxable interest and dividends on your tax
return, your payments will not be subject to backup withholding. Payments you
receive will be subject to backup withholding if:
1. You do not furnish your TIN to the requester, or
2. The IRS notifies the requester that you furnished an incorrect TIN, or
3. You are notified by the IRS that you are subject to backup withholding
because you failed to report all your interest and dividends on your tax
return (for reportable interest and dividends only), or
4. You do not certify to the requester that you are not subject to backup
withholding under 3 above (for reportable interest and dividend accounts
opened after 1983 only), or
5. You do not certify your TIN. This applies only to reportable interest,
dividend, broker or barter exchange accounts opened after 1983, or
broker accounts considered inactive in 1983.
Except as explained in 5 above, other reportable payments are subject to
backup withholding only if 1 or 2 above applies. Certain payees and payments are
exempt from backup withholding and information reporting. See Payees and
Payments Exempt From Backup Withholding, below, and Example Payees and Payments
under Specific Instructions, below, if you are an exempt payee.
Payees and Payments Exempt From Backup Withholding.--The following is a
list of payees exempt from backup withholding and for which no information
reporting is required. For interest and dividends, all listed payees are exempt
except item (9). For broker transactions, payees listed in (1) through (13) and
a person registered under the Investment Advisers Act of 1940 who regularly acts
as a broker are exempt. Payments subject to reporting under sections 6041 and
6041A are generally exempt from backup withholding only if made to payees
described in items (1) through (7), except a corporation that provides medical
and health care services or bills and collects payments for such services is not
exempt from backup withholding or information reporting. Only payees described
in items (2) through (6) are exempt from backup withholding for barter exchange
transactions, patronage dividends and payments by certain fishing boat
operations.
(1) A corporation. (2) An organization exempt from tax under section
501(a), or an IRA, or a custodial account under section 403(b)(7). (3) The
United States or any of its agencies or instrumentalities. (4) A state, the
District of Columbia, a possession of the United States or any of their
political subdivisions or instrumentalities. (5) A foreign government or any of
its political subdivisions, agencies, or instrumentalities. (6) An international
organization or any of its agencies or instrumentalities. (7) A foreign central
bank of issue. (8) A dealer in securities or commodities required to register in
the United States or a possession of the United States. (9) A futures commission
merchant registered with the Commodity Futures Trading Commission. (10) A real
estate investment trust. (11) An entity registered at all times during the tax
year under the Investment Company Act of 1940. (12) A common trust fund operated
by a bank under section 584(a). (13) A financial institution. (14) A middleman
known in the investment community as a nominee or listed in the most recent
publication of the American Society of Corporate Secretaries, Inc., Nominee
List. (15) A trust exempt from tax under section 664 or described in section
4947.
Payments of dividend and patronage dividends generally not subject to
backup withholding include the following:
. Payments to nonresident aliens subject to withholding under section
1441.
. Payments to partnerships not engaged in a trade or business in the United
States and that have at least one nonresident partner.
. Payments of patronage dividends not paid in money.
. Payments made by certain foreign organizations.
Payments of interest generally not subject to backup withholding include
the following:
. Payments of interest on obligations issued by individuals.
Note: You may be subject to backup withholding if this interest is $600 or
more and is paid in the course of the payer's trade or business and you have not
provided your correct TIN to the payer.
<PAGE>
2
. Payments of tax-exempt interest (including exempt-interest dividends
under section 852).
. Payments described in section 6049(b)(5) to nonresident aliens.
. Payment on tax-free covenant bonds under section 1451.
. Payments made by certain foreign organizations.
. Mortgage interest paid by you.
Payments that are not subject to information reporting are also not subject
to backup withholding. For details, see sections 6041, 6041A(a), 6042, 6044,
6045, 6049, 6050A and 6050N, and their regulations.
Penalties
Failure to Furnish TIN.--If you fail to furnish your correct TIN to a
requester, you will be subject to a penalty of $50 for each such failure unless
your failure is due to reasonable cause and not to willful neglect.
Civil Penalty for False Information With Respect to Withholding.--If you
make a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.
Criminal Penalty for Falsifying Information.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
Misuse of TINs.--If the requester discloses or uses TINs in violation of
Federal law, the requester may be subject to civil and criminal penalties.
Special Instructions
Name.--If you are an individual, you must generally provide the name shown
on your Social Security card. However, if you have changed your last name, for
instance, due to marriage, without informing the Social Security Administration
of the name change, please enter your first name, the last name shown on your
Social Security card, and your new last name.
If you are a sole proprietor, you must furnish your individual name and
either the SSN or EIN. You may also enter your business name or "doing business
as" name on the business name line. Enter your name(s) as shown on your Social
Security card and/or as it was used to apply for your EIN on Form SS-4.
Signing the Certification.
1. Interest, Dividend, Broker and Barter Exchange Accounts Opened
Before 1984 and Broker Accounts Considered Active During 1983. You are
required to furnish your correct TIN, but you are not required to sign the
certification.
2. Interest, Dividend, Broker and Barter Exchange Accounts Opened After
1983 And Broker Accounts Considered Inactive During 1983. You must sign the
certification or backup withholding will apply. If you are subject to backup
withholding and you are merely providing your correct TIN to the requester, you
must cross out item 2 in the certification before signing the form.
3. Real Estate Transactions. You must sign the certification. You may
cross out item 2 of the certification.
4. Other Payments. You are required to furnish your correct TIN, but you
are not required to sign the certification unless you have been notified of an
incorrect TIN. Other payments include payments made in the course of the
requester's trade or business for rents, royalties, goods (other than bills for
merchandise), medical and health care services, payments to a nonemployee for
services (including attorney and accounting fees) and payments to certain
fishing boat crew members.
5. Mortgage Interest Paid by You, Acquisition or Abandonment of
Secured Property or IRA Contributions. You are required to furnish your
correct TIN, but you are not required to sign the certification.
6. Exempt Payees and Payments. If you are exempt from backup withholding,
you should complete this form to avoid possible erroneous backup withholding.
Enter your correct TIN in Part 1, write "EXEMPT" in the block in Part II, and
sign and date the form. If you are a nonresident alien or foreign entity not
subject to backup withholding, give the requester a complete Form W-8,
Certificate of Foreign Status.
7. Tin "Applied For." Follow the instructions under How To Obtain a TIN on
page 1, and sign and date this form.
Signature.--For a joint account, only the person whose TIN is shown in Part
I should sign.
Privacy Act Notice.--Section 6109 requires you to furnish your correct TIN
to persons who must file information returns with the IRS to report interest,
dividends, certain other income paid to you, mortgage interest you paid, the
acquisition or abandonment of secured property or contributions you made to an
IRA. The IRS uses the numbers for identification purposes and to help verify the
accuracy of your tax return. You must provide your TIN whether or not you are
required to file a tax return. Payers must generally withhold 31% of taxable
interest, dividend and certain other payments to a payee who does not furnish a
TIN to a payer. Certain penalties may also apply.
<PAGE>
3
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER OF SUBSTITUTE FORM W-9
What Name and Number To Give the Requester
================================================================================
For this type of account: Give name and SSN of:
1. Individual The individual
2. Two or more individuals (joint The actual owner of the account or
account) if combined funds, the first
individual on the account (1)
3. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
4. a. The usual revocable savings The grantor-trustee(1)
trust (grantor is also trustee)
b. So-called trust account that The actual owner(1)
is not a legal or valid trust
under state law
5. Sole Proprietorship The owner(3)
6. Sole proprietorship The owner(3)
7. A valid trust, estate or pension Legal entity(4)
trust
8. Corporate The corporation
9. Association, club, religious, The organization
charitable, educational or other
tax-exempt organization
10. Partnership The partnership
11. A broker or registered nominee The broker or nominee
12. Account with the Department The public entity
of Agriculture in the name of a
public entity (such as a state or
local government, school
district or prison) that receives
agriculture program payments.
- --------------------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's SSN.
(3) Show your individual name. You may also enter your business name. You may
use your SSN or EIN.
(4) List first and circle the name of the legal trust, estate or pension trust.
(Do not furnish the TIN of the personal representative or trustee unless
the legal entity itself is not designated in the account title).
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE>
Exhibit 99(g)(2)
RESOLUTIONS DULY ADOPTED BY THE BOARD OF DIRECTORS OF
PP&L RESOURCES, INC. ON JANUARY 22, 1997 AUTHORIZING
JOHN R. BIGGAR, VICE PRESIDENT-FINANCE OF
PENNSYLVANIA POWER AND LIGHT COMPANY,
TO EXECUTE SCHEDULE 13E-3 AND SCHEDULE
13E-4 ON BEHALF OF PP&L RESOURCES, INC.
RESOLVED, That the Senior Vice President-Financial of this Company, the
Treasurer of this Company, and the Vice President-Finance of Pennsylvania Power
& Light Company, are hereby authorized and directed to take any and all actions
as they may deem necessary or advisable on behalf of this Company to offer to
purchase, pursuant to a tender offer (the, "Tender Offer"), any or all
outstanding shares of the 4 1/2% Preferred Stock and the Series Preferred Stock
of Pennsylvania Power & Light Company (collectively, the "Preferred Stock"), and
further
....
RESOLVED, That the proper officers of this Company and of Pennsylvania Power &
Light Company are hereby authorized, in the Company's name and behalf, to
execute and file with the Securities and Exchange Commission (the "Commission")
a Schedule 13E-3 and/or a Schedule 13E-4 with respect to the Tender Offer and to
file all exhibits, amendments or supplements to such Schedule which such
officers consider necessary or advisable, the filing of any such documents
conclusively to evidence the due authorization thereof by the Board of
Directors.
