UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)
PP&L, Inc.
- ----------------------------------------------------------------------------
(Name of Issuer)
3.35% Series Preferred Stock (CUSIP No. 69349x-20-0)
4.40% Series Preferred Stock (CUSIP No. 69349x-30-1)
4.60% Series Preferred Stock (CUSIP No. 69349x-50-8)
5.95% Series Preferred Stock (CUSIP No. 69349x-80-5)
6.05% Series Preferred Stock (CUSIP No. 69349x-70-6)
6.125% Series Preferred Stock (CUSIP No. 69349x-87-0)
6.15% Series Preferred Stock (CUSIP No. 69349x-60-7)
6.33% Series Preferred Stock (CUSIP No. 69349x-86-2)
6.75% Series Preferred Stock (CUSIP No. 69349x-88-8)
- ---------------------------------------------------------------------------
(Title of Class of Securities and CUSIP Number)
James E. Abel
Vice President-Finance and Treasurer
PP&L Resources, Inc.
Two North Ninth Street
Allentown, PA 18101
(610) 774-5151
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 10, 1999
------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box /_/.
PAGE 1 OF 8 PAGES
<PAGE>
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Exchange Act") or otherwise subject to the liabilities of that
section of the Exchange Act but shall be subject to all other provisions of
the Exchange Act (however, see the Notes).
PAGE 2 of 8 PAGES
<PAGE>
SCHEDULE 13D
CUSIP No. 69349x-20-1, 69349x-30- Page 3 of 8 Pages
0, 69349x-50-8, 69349x-80-5,
69349x-70-6, 69349x-87-0, 69349x-
60-7, 69349x-86-2, 69349x-88-8
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PP&L Resources, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Pennsylvania
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
<PAGE>
Page 4 of 8 Pages
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 8 Pages
AMENDMENT NO. 1
The statement on Schedule 13D relating to the Series Preferred Stock of
PP&L, Inc. ("PP&L") which was initially filed on October 2, 1998, is hereby
amended as set forth herein. Capitalized terms used but not defined herein
shall have the meanings as set forth in the initial statement.
Item 1. Security and Issuer.
This statement relates to the shares of (i) 3.35% Series Preferred
Stock, (ii) 4.40% Series Preferred Stock, (iii) 4.60% Series Preferred Stock,
(iv) 5.95% Series Preferred Stock, (v) 6.05% Series Preferred Stock, (vi)
6.125% Series Preferred Stock, (vii) 6.15% Series Preferred Stock, (viii)
6.33% Series Preferred Stock and (ix) 6.75% Series Preferred Stock, in each
case par value $100 per share (collectively, the "Series Preferred Stock"),
of PP&L (formerly Pennsylvania Power & Light Company), a Pennsylvania
corporation (the "Issuer"). The principal executive offices of the Issuer
are located at Two North Ninth Street, Allentown, PA 18101-1179.
Item 2. Identity and Background.
This statement is being filed by PP&L Resources, Inc., a Pennsylvania
corporation ("Resources"). The principal executive offices of Resources are
located at Two North Ninth Street, Allentown, PA 18101-1179.
Resources is a holding company with headquarters in Allentown, PA.
Its largest subsidiary is PP&L, which 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. Other Resources' subsidiaries include: PP&L Global, Inc., an
international independent power company which invests in and develops world-
wide power projects; PP&L EnergyPlus Co., LLC, which sells competitively
priced energy and energy services to newly deregulated markets; Penn Fuel
Gas, Inc., which sells and distributes natural gas and propane in
Pennsylvania and Maryland; and PP&L Spectrum, Inc., Burns Mechanical, Inc.,
H.T. Lyons, Inc., McCarl's Inc., McClure Company and Western Mass. Holdings,
Inc., which provide energy-management and mechanical contracting and
engineering services to businesses. Other subsidiaries may be formed by
Resources to take advantage of new business opportunities.
During the past five years, neither Resources nor PP&L, nor to the
knowledge of Resources or PP&L, any of its directors or executive officers:
(i) have been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) were a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
<PAGE>
Page 6 of 8 Pages
Item 3. Source and Amount of Funds or Other Consideration.
Not Applicable. This Amendment No.1 is filed to report sales of the
Series Preferred Stock by Resources as noted in Item 5.
Item 4. Purpose of Transaction.
Not Applicable. This Amendment No.1 is filed to report sales of the
Series Preferred Stock by Resources as noted in Item 5.
Item 5. Interest in Securities of Issuer.
Item 5 is amended and replaced in its entirety by the following:
(a) As of August 10, 1999, Resources no longer beneficially owns
any Series Preferred Stock of PP&L.
(b) As of August 10, 1999, Resources no longer has the power to
vote or to direct the vote or to dispose or to direct the
disposition of any Series Preferred Stock of PP&L.
(c) As of August 10, 1999, Resources has sold 3,406,891 shares
of Series Preferred Stock, in the amounts listed below, to
PP&L for an aggregate consideration of approximately $357
million. Such transaction is the only transaction effected
by Resources in Series Preferred Stock since 60 days prior
to August 10, 1999:
DATE OF SALE SHARES TYPE OF
SALE
08/10/99 21,178 shares of 3.35% Series Preferred Stock Repurchase
by Issuer
08/10/99 111,097 shares of 4.40% Series Preferred Stock Repurchase
by Issuer
08/10/99 34,386 shares of 4.60% Series Preferred Stock Repurchase
by Issuer
08/10/99 290,000 shares of 5.95% Series Preferred Stock Repurchase
by Issuer
08/10/99 250,000 shares of 6.05% Series Preferred Stock Repurchase
by Issuer
08/10/99 834,500 shares of 6.125% Series Preferred Stock Repurchase
by Issuer
<PAGE>
Page 7 of 8 Pages
08/10/99 152,500 shares of 6.15% Series Preferred Stock Repurchase
by Issuer
08/10/99 954,000 shares of 6.33% Series Preferred Stock Repurchase
by Issuer
08/10/99 759,230 shares of 6.75% Series Preferred Stock Repurchase
by Issuer
(d) Not applicable.
(e) As of August 10, 1999, Resources ceased to be the beneficial
owner of more than five percent of the Series Preferred
Stock of PP&L.
Item 6. Contracts, Arrangements, Undertakings or Relationships with
Respect to Securities of the Issuer.
Not Applicable.
Item 7. Material to Be Filed as Exhibits.
Not Applicable.
<PAGE>
Page 8 of 8 Pages
SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
PP&L RESOURCES, INC.
By: /s/ James E. Abel
--------------------------------------
Name: James E. Abel
Title: Vice President -
Finance and Treasurer
Dated: December 23, 1999
