PP&L INC
8-K, 1999-05-24
ELECTRIC SERVICES
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                          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):  May 24, 1999

                                 PP&L RESOURCES, INC.
                                 --------------------
                (Exact Name of Registrant as Specified in Its Charter)


                  Pennsylvania            1-11459               23-2758192
                  ------------            -------               ----------
        (State or other jurisdiction    (Commission           (IRS Employer
               of incorporation)        File Number)        Identification No.)


                                      PP&L, INC.
                                      ----------
                (Exact Name of Registrant as Specified in Its Charter)

                  Pennsylvania             1-905                23-0959590
                  ------------             -----                ----------
        (State or other jurisdiction    (Commission           (IRS Employer
               of incorporation)        File Number)        Identification No.)


              Two North Ninth Street, Allentown, Pennsylvania 18101-1179
              ----------------------------------------------------------
                       (Address of principal executive offices)


         Registrant's Telephone Number, including Area Code:  (610) 774-5151
                                                              --------------


           -------------------------------------------------------------
           (Former name or former address, if changed since last report.)

<PAGE>

             ITEM 5.   Other Events
                       ------------

             The following text is from a Company news release of May 24,
             1999:

             PP&L, INC. SIGNS DEFINITIVE AGREEMENT TO SELL SUNBURY PLANT,
             LADY JANE COLLIERIES ASSETS

                  PP&L, Inc., a subsidiary of PP&L Resources, Inc. (NYSE:
             PPL), announced Monday (5/24) that it has signed a
             definitive agreement to sell its Sunbury plant and the
             principal assets of its wholly owned coal-processing
             subsidiary, Lady Jane Collieries, to Sunbury Holdings, LLC.
             WPS Power Development, Inc. owns 100 percent of Sunbury
             Holdings, LLC.

                       Under terms of a three-year agreement, the new
             owner will sell some of the power generated by the Sunbury
             plant to PP&L, Inc., with the balance sold on the wholesale
             or retail open market.  PP&L, Inc. expects to receive total
             cash proceeds of about $106 million for the assets,
             including coal inventory, which would translate into a one-
             time contribution of about 25 cents per share to PP&L
             Resources' 1999 earnings.  The closing, which is subject to
             certain regulatory approvals and other closing conditions,
             is expected to occur during the third quarter of 1999.

                       WPS Power Development, a subsidiary of WPS
             Resources Corp. of Green Bay, Wis., develops and owns
             nonregulated energy generation facilities and provides
             services to the electric power generation industry in
             Wisconsin, Alabama, Arkansas and Oregon and is in the
             process of acquiring additional generation assets in Maine
             and in New Brunswick, Canada

                       "We are pleased to announce this agreement with
             WPS Power Development," said Bob Byram, senior vice
             president-Generation and chief nuclear officer.  "The sale
             of Sunbury marks the successful completion of a strategy for
             our generation portfolio that we embarked on a number of
             months ago.

                       "Our employees at Sunbury have done an outstanding
             job operating this plant and deserve the highest praise for
             their skill, hard work and dedication," Byram said.  "We
             look forward to working closely with WPS Power Development
             in ensuring a smooth transition."

                       Jerry Mroczkowski, WPS Power Development vice-
             president, said, "We're pleased to become a part of the
             Pennsylvania-New Jersey-Maryland energy market.  It's on the
             leading edge of competitive generation and marketing.  We
             look forward to the transition and to continuing the
             reliable and effective operation of the facilities provided
             by PP&L employees."

<PAGE>

                       Under the terms of the agreement, WPS Power
             Development will operate the facilities, and employees at
             the Sunbury plant will have the choice to accept employment
             offers from the new owner or to stay with PP&L, Inc.  IBEW
             Local 1600, which currently represents bargaining unit
             employees at that plant, will continue in that role with the
             new owner.  Details of the agreement between IBEW Local 1600
             and the new owner will be the subject of discussions as part
             of the closing process.

                       Employees at the plant will continue to be PP&L,
             Inc. employees until the closing of the sale.  Meetings to
             further discuss the sale of the plant will be held with all
             Sunbury plant and Lady Jane employees and representatives
             from PP&L, Inc. and WPS Power Development over the next
             several weeks.

                       As part of PP&L, Inc.'s continual examination of
             its operations, an assessment was completed of how all of
             its power plants fit into the company's future plans in the
             competitive marketplace.  At the conclusion of that effort
             last August, PP&L, Inc. said that it would seek a buyer for
             the Sunbury plant and close the Holtwood coal-fired power
             plant in Lancaster County.  Last month, PP&L, Inc. ceased
             operations at the 73-megawatt Holtwood unit.

                       The Sunbury plant, located on 216 acres in the
             borough of Shamokin Dam, is a four-unit coal-fired
             generating station with a demonstrated winter capacity of
             389 megawatts.  The site also includes two oil-fired
             combustion turbine generators with a total installed peak
             reserve capacity of 42 megawatts, which were also included
             in the sale.  The coal-fired plant began operation in 1949.

                       In addition, PP&L, Inc. is selling the principal
             assets of Lady Jane Collieries, a bituminous coal-processing
             facility that processes and loads onto trains a significant
             portion of the coal used at the Sunbury plant.  Lady Jane is
             located near Penfield.  PP&L, Inc's anthracite silt reserves
             at Forestville and Buck Run in Schuylkill County are being
             sold along with the other Lady Jane assets.

                       The Wall Street firm of J. P. Morgan & Co. acted
             as exclusive financial advisor to PP&L, Inc. on the sale.
             PricewaterhouseCoopers Securities LLC is the financial
             advisor to WPS Power Development.

<PAGE>



                                      SIGNATURES
                                      ----------


                  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: May 24, 1999            By: /s/ John R. Biggar
                                              -------------------
                                               Senior Vice President and
                                                Chief Financial Officer




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