SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 23, 1999
PP&L RESOURCES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania 1-11459 23-2758192
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
PP&L, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania 1-905 23-0959590
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
Two North Ninth Street, Allentown, Pennsylvania 18101-1179
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(Address of principal executive offices)
Registrant's Telephone Number, including Area Code: (610) 774-5151
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
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Annual Meeting
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On April 23, 1999, PP&L Resources, Inc. issued a press
release regarding its annual meeting. A copy of the press
release is attached hereto as exhibit 99 and is incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
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AND EXHIBITS
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(c) Exhibits
(99) Press Release, dated April 23, 1999,
regarding PP&L Resources, Inc.'s annual
meeting.
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Exhibit Index
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Exhibits Description
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99 Press Release, dated April 23, 1999,
regarding PP&L Resources, Inc.'s annual
meeting.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrants have duly caused this report to be
signed on their behalf by the undersigned hereunto duly
authorized.
PP&L Resources, Inc.
PP&L, Inc.
Date: April 23, 1999 By: /s/ John R. Biggar
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John R. Biggar
Senior Vice President and
Chief Financial Officer
Exhibit 99
April 23, 1999
Contact: Dan McCarthy, (610) 774-5758
PP&L RESOURCES IS CAPITALIZING ON OPPORTUNITIES
THROUGH AGGRESSIVE GROWTH STRATEGY
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---COMPANY EXPECTS SIGNIFICANT GROWTH IN EARNINGS PER SHARE OVER
NEXT SEVERAL YEARS --
Saying that the company already has made significant
progress in capitalizing on opportunities in the energy business,
the chairman of PP&L Resources, Inc. (NYSE: PPL) told shareowners
Friday (4/23) that he anticipates even greater returns as the
company pursues an aggressive growth strategy.
"Our growth initiatives have led to strong financial returns
that you saw over the past year as well as an expectation of
solid future earnings growth," said William F. Hecht, PP&L
Resources chairman, president and chief executive officer. "Our
business plans call for earnings per share to grow at a compound
annual rate of 7.9 percent over the next three years."
A key component of the company's growth strategy is an
objective to more than double its U.S. generating capacity over
the next five years, making the company one of the largest owners
of generation in the country.
Speaking to 550 shareowners at PP&L Resources' annual
meeting at Lehigh University's Stabler Arena, Hecht said the
acquisition of new businesses, in combination with the successes of
company's wholesale and retail marketing operations, contributed to
a $700 million increase in revenues for 1998 versus the previous
year.
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"This increase in revenues is hard evidence that PP&L
Resources is growing," said Hecht. The dramatic increase in
revenues in 1998 moved PP&L Resources up 66 places on the Fortune
500 list - to 401. Hecht said revenue growth can be expected to
continue as the company completes its acquisition of more than
2,700 megawatts of generating capacity in Montana and Maine.
Closing on both of these acquisitions is expected later this
year.
Hecht said that PP&L Resources is achieving substantial
success in three basic business lines:
() Delivery -- or distribution -- of energy, both electricity
and natural gas to homes and businesses in Pennsylvania, as
well as in the United Kingdom and Latin America.
() Generation of electricity through the operation of high-
performing power plants in key domestic and overseas
markets.
() Marketing of energy to other utilities and traders at the
wholesale level, as well as to end users at the retail
level.
As a result of the expansion of the company's delivery
business, Hecht said, PP&L Resources now is involved in the daily
lives of more than 3.3 million customers around the world. He
said the company is continuing to explore opportunities to
further expand its delivery business - both domestically and
internationally.
The company already has announced plans to increase its
generating capacity by more than 50 percent to 12,000 megawatts.
But that's just the beginning, Hecht said.
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"Over the next five years, it is our intention to increase
our U.S. generation holdings by another 7,500 megawatts so that
PP&L Resources has in the neighborhood of 20,000 megawatts of
domestic capacity," said Hecht. "This expansion is positioning
us to be an even lower-cost, more profitable generation supplier
as new markets open up around the country."
The company's marketing efforts also have been very
successful, Hecht said. "Our sales in the wholesale market
increased by 70 percent in 1998, and we now are buying and selling
electricity, natural gas and oil in 28 states as well as in
Canada," said Hecht. On the retail side, he said, the company
will actually increase the amount of electricity it sells to end-
use customers in 1999 compared to what it sold to customers in
1998 in the regulated market.
John R. Biggar, PP&L Resources' senior vice president and
chief financial officer, said during the meeting that the
company's total return on common stock improved dramatically in
1998, reaching nearly 23 percent, almost double the 1997 rate.
"We outperformed the index of electric companies in the Standard
& Poors 500 and the Edison Electric Institute index of investor-
owned electric utilities," said Biggar.
Biggar also provided details on the company's earnings
forecast.
"Based on assumptions of increased wholesale prices for
energy and increased load growth, higher affiliated company
earnings and higher margins on sales by PP&L EnergyPlus, as well
as fewer shares of common stock outstanding, we are forecasting
earnings per share of $2.15 this year, $2.40 for 2000 and $2.60
for 2001," said Biggar. The company's 1998 adjusted earnings
were $2.07 per share.
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"We also expect to see strong growth in PP&L Resources' free
cash flow over the next three years," Biggar said.
In developing its financial forecast, the company made a
number of assumptions about the business conditions that it
expects to encounter in the next three years, Biggar said. "We
have made realistic assumptions that avoid being either too
aggressive or too conservative," he said, "and our experience so
far in 1999 indicates that our assumptions are on target."
He said that the company's current earnings forecast does
not include the effects of its planned issuance of securitization
bonds for up to $2.85 billion of transition costs. Biggar said the
company plans to securitize its transition costs early in the third
quarter of 1999, subject to state Public Utility Commission approval.
"The securitization of PP&L's transition costs is expected to improve
the 2000 earnings forecast by 5 cents per share to $2.45, and the 2001
forecast by 10 cents per share to $2.70," said Biggar.
Biggar noted that issuing these bonds also is good news
for PP&L, Inc. customers, whose rates may decrease by an average of
about 1 percent over the 10 years the bonds will be outstanding.
He said a portion of the cash derived from securitization will be
made available to PP&L Resources for investment in projects or
for the repurchase of common stock on the open market. "We have
already repurchased 3 million shares of common stock and have
announced plans to acquire an additional 4 million shares in open
market transactions," said Biggar.
Shareowners also heard from Frank Long, the company's
executive vice president and chief operating officer, who
provided additional information on the company's successes in
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both the retail and wholesale energy market and the continued
excellent operation of PP&L, Inc.'s power plants.
During the meeting, shareowners ratified the appointment of
PricewaterhouseCoopers LLP as the company's independent auditors
and approved amendments to incentive compensation plans for
company officers and key employees.
Shareowners also elected three directors to three-year
terms: Frederick M. Bernthal, president of Universities Research
Association, Washington, D.C.; William J. Flood, secretary-
treasurer of Highway Equipment & Supply Co., Drums, Pa.; and Long.
About 76 percent of the approximately 158 million
outstanding common shares were voted at the meeting.
Directors continuing in office are (term expiration in
parentheses): E. Allen Deaver, former executive vice president of
Armstrong World Industries, Inc., Lancaster, Pa. (2000); Elmer D.
Gates, vice chairman of Fuller Company, Bethlehem, Pa. (2000),
Hecht (2001); Stuart Heydt, chief executive officer, Penn State
Geisinger Health System, Harrisburg, Pa. (2001); Norman Robertson,
former senior vice president and chief economist of Mellon Bank,
Pittsburgh, Pa. (2000); and Marilyn Ware, chairman of American Water
Works Company, Inc,, Voorhees, N.J. (2001).
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The above directors also serve as directors of PP&L, Inc,,
the company's largest subsidiary. Holders of PP&L, Inc.
preferred stock approved changes to that company's articles of
incorporation to improve financial flexibility related to
authorization of stock, indebtedness and payment of dividends.
PP&L Resources, Inc, is a Fortune 500 company based in
Allentown, Pa. The PP&L Resources family of companies includes
PP&L, Inc., which delivers electricity to 1.3 million customers
in eastern and central Pennsylvania, generates electricity, and
markets wholesale energy in the United States and in Canada; PP&L
EnergyPlus Co., which sells competitively priced energy and energy
services to deregulated markets; PP&L Global, Inc., which develops
electric generation throughout the United States and around the world
and has investments in United Kingdom and Latin American companies
that distribute electricity to 2 million customers; PP&L Spectrum,
Inc., which markets energy-management services and products; Penn
Fuel Gas, Inc., which sells and distributes natural gas and propane
in Pennsylvania and Maryland; and Burns Mechanical, Inc., H. T. Lyons,
Inc., McCarl's Inc. and McClure Company, which are mechanical
contracting and engineering firms that provide services in the mid-
Atlantic region.
See our Internet home page, at www.pplresources.com, for recent
news releases and other information about PP&L Resources.
Certain statements which are contained in this news release
are "forward-looking statements" within the meaning of the
federal securities laws. Although PP&L Resources and PP&L, Inc.
believe that the expectations reflected in these statements are
reasonable, there can be no assurance that these expectations
will prove to have been correct. These forward-looking
statements involve a number of risks and uncertainties, and
actual results may differ materially from the results discussed
in the forward-looking statements. The following are among the
factors that could cause actual results to differ materially from
the forward-looking statements: state and federal regulatory
developments; new state or federal legislation; national or
regional economic conditions; market demand and prices for energy
and capacity; weather variations affecting customer energy usage;
competition in retail and wholesale power markets; the need for
and effect of any business or industry restructuring; the PP&L
Resources' and PP&L, Inc.'s profitability and liquidity; new
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accounting requirements or new applications of existing
requirements; operating performance of plants and other
facilities; environmental conditions and requirements; system
conditions (including actual results in achieving Year 2000
compliance by PP&L Resources, its subsidiaries and others) and
operating costs; performance of new ventures; political,
regulatory or economic conditions in foreign countries where PP&L
Global makes investments; foreign exchange rates; and PP&L
Resources' and PP&L, Inc.'s commitments and liabilities. Any such
forward-looking statements should be considering in light of such
important factors and in conjunction with the PP&L Resources' and
PP&L, Inc.'s documents on file with the Securities and Exchange
Commission. New factors that could cause actual results to differ
materially from those described in forward-looking statements
emerge from time to time, and it is not possible for PP&L
Resources and PP&L, Inc. to predict all such factors, or the
extent to which any such factor or combination of factors may
cause actual results to differ from those contained in any
forward-looking statement. Any forward-looking statement speaks
only as of the date on which such statement is made, and PP&L
Resources and PP&L, Inc. undertake no obligation to update the
information contained in such statement to reflect subsequent
developments or information.
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