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) July 27, 1999
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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 (Commission (IRS Employer
of 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 (Commission (IRS Employer
of incorporation) File Number) Identification
No.)
TWO NORTH NINTH STREET, ALLENTOWN, PA 18101-1179
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(Address of principal executive offices) (Zip Code)
Registrants' 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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The following text is from a recent company news release
relating to cash tender offers commenced by PP&L, Inc. for any
and all of approximately $1.7 billion of 11 different series of
its first mortgage bonds.
PP&L, INC. ANNOUNCES DEBT TENDER OFFERS
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PP&L, Inc. today (7/27) commenced cash tender offers for any
and all of about $1.7 billion of 11 series of its first mortgage
bonds. PP&L, Inc. is a subsidiary of PP&L Resources, Inc. (NYSE:
PPL).
The company intends to reduce debt using the net proceeds
from the sale of transition bonds, which is expected to be
announced shortly.
Under the terms of the tender offers, PP&L, Inc. is offering
to purchase 10 of the series of mortgage bonds at prices based on
the yield on the applicable United States Treasury reference
security plus a fixed spread, in addition to paying accrued
interest for the period up to but excluding the settlement date
of the offers.
Additionally, PP&L, Inc. is offering to purchase any or all
of its 9 1/4 percent series bonds due 2019 (CUSIP No. 709051 BH
8) at a fixed price of $1,026.30 per $1,000 principal amount
plus accrued interest for the period up to but excluding the
settlement date.
To the extent that 9 1/4 percent bonds are not tendered and
purchased pursuant to the Offer to Purchase, PP&L, Inc. intends
to deposit cash with the mortgage bond trustee in the first
quarter of 2000 pursuant to the maintenance and replacement fund
provisions of PP&L, Inc.'s mortgage and to instruct the trustee
to use that cash to redeem 9 1/4 percent bonds. Such redemption
would be made at the special redemption price of 100 percent of
the principal amount thereof being redeemed, plus accrued
interest thereof, if any, to the redemption date.
The following table sets forth for each series of mortgage
bonds included in the tender offer -- other than the 9 1/4
percent series bonds -- its CUSIP number, title and maturity
date, the aggregate principal amount outstanding, the applicable
U.S. Treasury reference security and the fixed spread offered to
its holders:
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CUSIP Series Aggregate Reference Fixed
Number of First Principal Security Spread
Mortgage Amount (United
Bonds Outstanding States
Treasury
Security)
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709051 BJ 4 9 3/8% $99,750,000 5.750% .30%
due 2021 due 6/01
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709051 BM 7 8 1/2% $150,000,000 6.500% .45%
due 2022 due 5/02
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709051 BQ 8 7 7/8% $200,000,000 5.500% .60%
due 2023 due 2/03
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709051 BL 9 7 3/4% $150,000,000 6.500% .30%
due 2002 due 5/02
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709051 CC 8 7.70% $200,000,000 5.500% .65%
due 2009 due 5/09
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709051 CD 6 7 3/8% $100,000,000 5.500% .75%
due 2014 due 5/09
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709051 CA 2 7.30% $150,000,000 5.875% .75%
due 2024 due 2/04
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709051 BN 5 6 7/8% $100,000,000 5.500% .35%
due 2003 due 2/03
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709051 CB 0 6 7/8% $150,000,000 5.875% .40%
due 2004 due 2/04
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709051 BY 1 6 3/4% $150,000,000 5.750% .70%
due 2023 due 8/03
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The tender offer for each series of bonds will expire at 5
p.m. New York City time on Tuesday, Aug. 10, 1999, unless
extended or terminated by PP&L, Inc.
The tender offers are dependent upon certain conditions --
including completion of the sale of transition bonds -- and PP&L,
Inc. is under no obligation to accept tendered securities for
payment. Full details of the terms and conditions of the tender
offers are included in the company's Offer to Purchase dated July
27, 1999.
Morgan Stanley Dean Witter (800-624-1808) and Banc One
Capital Markets, Inc. (877-810-9199) are acting as joint dealer
managers for the tender offers. Holders who have any questions
should contact either of the joint dealer managers at these
telephone numbers or Innisfree, Inc., the information agent, at
888-750-5834.
This press release is not an offer to purchase the
securities. The tender offers are made only pursuant to the
offering documents.
PP&L, Inc., a subsidiary of PP&L Resources, Inc., generates
electricity; provides electric delivery services to 1.3 million
customers in eastern and central Pennsylvania; and trades or
markets wholesale energy in the United States and Canada.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrants have duly caused this report to be
signed on their behalf by the undersigned thereunto duly
authorized.
PP&L RESOURCES, INC.
PP&L, INC.
By: /s/ James E. Abel
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Vice President - Finance
and Treasurer
Date: July 28, 1999
