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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PP&L CAPITAL TRUST
(Exact Name of Registrant as Specified in its Certificate of Trust)
Delaware 23-7879922
(State of Incorporation or Organization) (IRS Employer Identification Number)
c/o Pennsylvania Power & Light Company
Two North Ninth Street
Allentown, PA 18101
(Address of Principal Executive Offices) (Zip Code)
PENNSYLVANIA POWER & LIGHT COMPANY
(Exact Name of Registrant as Specified
in its Certificate of Incorporation)
Pennsylvania 23-0959590
(State of Incorporation or Organization) (IRS Employer Identification Number)
Two North Ninth Street
Allentown, PA 18101
(Address of Principal Executive Offices) (Zip Code)
If this Form related to the Registration If this Form relates to the
of a class of debt securities and is registration of a class of debt
effective upon filing pursuant to General securities and is to become
Instruction A(c)(1) please check the effective simultaneously with the
following box. ( ) effectiveness of a concurrent
registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2) please
check the following box. ( )
Securities to be registered pursuant to
Section 12(b) of the Act:
Name of Each Exchange on Which Each
Title of Each Class to be so Registered Class is to be Registered
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PP&L Capital Trust New York Stock Exchange
8.20% Trust Originated Preferred Securities
(and the Guarantee by Pennsylvania Power
& Light Company with respect thereto)
Securities to be registered pursuant to
Section 12(g) of the Act:
None
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The 8.20% Trust Originated Preferred Securities ("Preferred Securities") of
PP&L Capital Trust ("Capital"), a Delaware statutory business trust created
under the laws of Delaware, registered hereby represent undivided beneficial
interests in the assets of Capital and are guaranteed by Pennsylvania Power &
Light Company ("PP&L"), a Pennsylvania corporation, to the extent set forth in
the form of Guarantee by PP&L and The Chase Manhattan Bank, as Guarantee Trustee
(the "Guarantee"), which is incorporated herein by reference to Exhibit 4.6 to
the Registration Statement on Form S-3 (the "Registration Statement") of PP&L
and Capital (File No. 333-20661), filed with the Securities and Exchange
Commission (the "Commission"). The particular terms of the Preferred Securities
and the Guarantee are described in the preliminary prospectus (the "Prospectus")
which forms a part of the Registration Statement. The Prospectus and the form
of Guarantee are incorporated by reference herein as set forth in Item 2 below.
Such Prospectus as may hereafter be amended and filed as part of an amendment to
the Registration Statement or otherwise pursuant to Rule 424(b) is hereby
incorporated by reference.
Item 2. Exhibits.
Filed herewith:
Preliminary Prospectus pertaining to the offer and sale of the
Preferred Securities, which forms a part of, and is incorporated by
reference to, the Registration Statement.
Certificate of Trust of PP&L Capital Trust (incorporated by reference
to Exhibit 4.2 to the Registration Statement).
Form of Amended and Restated Trust Agreement (incorporated by
reference to Exhibit 4.4 to the Registration Statement).
Form of Preferred Security (included in Exhibit 4.5 to the
Registration Statement and incorporated by reference to such Exhibit
in the Registration Statement).
Form of Guarantee between Pennsylvania Power & Light Company, as
Guarantor, and The Chase Manhattan Bank, as Guarantee Trustee
(incorporated by reference to Exhibit 4.6 to the Registration
Statement).
Form of Junior Subordinated Indenture between Pennsylvania Power &
Light Company and The Chase Manhattan Bank, as Debenture Trustee
(incorporated by reference to Exhibit 4.1 to the Registration
Statement).
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, PP&L Capital Trust has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
PP&L Capital Trust
Date: April 16, 1997 By: Pennsylvania Power & Light Company, as
Depositor
By: /s/ John R. Biggar
____________________________
Name: John R. Biggar
Title: Vice President-Finance
