<PAGE>
(PENNSYLVANIA POWER & LIGHT COMPANY LETTERHEAD APPEARS HERE)
John R. Biggar
Vice President-Finance
610/774-5613
FAX: 610/774-5106
May 15, 1995
VIA EDGAR TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: PENNSYLVANIA POWER & LIGHT COMPANY
INCENTIVE COMPENSATION PLAN
Dear Sirs:
In connection with the assumption by PP&L Resources, Inc. (the
"Company") of the Incentive Compensation Plan of Pennsylvania Power & Light
Company, we transmit herewith for filing pursuant to the provisions of the
Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder, the Company's post-effective amendment no. 1 to
Registration Statement No. 33-50031 on Form S-8, including an Exhibit Index
and those exhibits filed therewith.
We are separately sending a paper copy of the filing transmitted
herewith as required by EDGAR Rule 901(d).
The Company hereby represents that it has reviewed and satisfied the
eligibility criteria for use of Form S-8. All reports required to be filed
under the Securities Exchange Act of 1934 have been filed and such reports
are complete.
Please send copies of any communications which may be addressed to the
Company in connection with the enclosed post-effective amendment to:
Vincent Pagano, Esquire
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017-3909
EDGAR Mailbox #72731,320
Very truly yours,
/s/ John R. Biggar
Enclosures
cc: Mr. H. Roger Schwall
<PAGE>
Registration No. 33-50031
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
REGISTRATION STATEMENT ON FORM S-8
OF
PENNSYLVANIA POWER & LIGHT COMPANY
Under
THE SECURITIES ACT OF 1933
PP&L RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Commonwealth of Pennsylvania 23-2758192
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
Two North Ninth Street
Allentown, Pennsylvania 18101
(610) 774-5151
(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive offices)
JOHN R. BIGGAR, Vice President - Finance
Pennsylvania Power & Light Company
Two North Ninth Street
Allentown, PA 18101
(610) 774-5151
(Name, address, including zip code, and telephone number
of agent for service)
<PAGE>
400,000 Shares
PP&L RESOURCES, INC.
Common Stock
This Prospectus relates to up to 400,000 shares of Common Stock, par
value $.01 per share (the "Common Stock"), of PP&L Resources, Inc. (the
"Company") which have been and may be awarded pursuant to the Company's
Incentive Compensation Plan, as amended (the "Plan"), some of which may be
offered from time to time hereby by the persons named under "Selling
Shareowners" herein. The Selling Shareowners have advised the Company that
any sales of the shares which may be offered by this Prospectus may be made
from time to time on the New York or Philadelphia Stock Exchanges at prices
and on terms then obtainable. The Company will receive no part of the
proceeds of any sales of shares which may be offered hereunder. See
"Selling Shareowners" herein for information concerning the Selling
Shareowners.
The Selling Shareowners and brokers acting on their behalf may be
deemed to be "underwriters" within the meaning of the Securities Act of
1933, as amended, in which event commissions received by such brokers may
be deemed to be underwriting commissions under such Act.
The Company will pay all expenses incurred by it in connection with
this offering.
The Company's Common Stock is traded on the New York and Philadelphia
Stock Exchanges under the symbol PPL. On May 10, 1995 the last reported
sale price per share for the Common Stock was $18.125.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is May 15, 1995.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549, and
at the following Regional Offices of the Commission: Suite 1400, 500 West
Madison Street, Chicago, IL 60661; and Seven World Trade Center, Suite
1306, New York, NY 10048. Copies of this material can also be obtained at
prescribed rates from the Public Reference Section of the Commission at its
principal office at 450 Fifth Street, N.W., Washington, DC 20549. The
Common Stock is listed on the New York and Philadelphia Stock Exchanges.
Reports, proxy statements and other information concerning the Company can
be inspected and copied at the respective offices of those exchanges at 20
Broad Street, New York, NY 10005; and at 1900 Market Street, Philadelphia,
PA 19103. In addition, reports, proxy statements and other information
concerning the Company can be inspected at the offices of the Company, Two
North Ninth Street, Allentown, PA 18101.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated herein by reference and made
a part hereof:
1. The Annual Report on Form 10-K of Pennsylvania Power & Light
Company ("PP&L") for the year ended December 31, 1994.
2. The Company's Registration Statement on Form 8-B relating to the
Company's Common Stock.
3. The Current Reports on Form 8-K of PP&L dated January 3, 1995,
February 1, 1995, February 27, 1995, and April 27, 1995.
4. The Current Report on Form 8-K of the Company dated April 27,
1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 after the date of this
Prospectus and prior to the termination of the offering made by this
Prospectus shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such
documents (such documents, and the documents enumerated above, being
hereinafter referred to as "Incorporated Documents"). Any statement
contained in an Incorporated Document shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed Incorporated Document
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
COPIES OF THE DOCUMENTS REFERRED TO ABOVE (OTHER THAN EXHIBITS TO SUCH
DOCUMENTS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE
THEREIN) WILL BE FURNISHED UPON REQUEST WITHOUT CHARGE TO EACH PERSON TO
WHOM THIS PROSPECTUS IS DELIVERED. WRITTEN OR TELEPHONE REQUESTS SHOULD BE
DIRECTED TO PENNSYLVANIA POWER & LIGHT COMPANY, TWO NORTH NINTH STREET,
ALLENTOWN, PA 18101, ATTENTION: INVESTOR SERVICES DEPARTMENT (800/345-
3085).
THE COMPANY
The Company was incorporated under the laws of the Commonwealth of
Pennsylvania in 1994. The Company's general offices are located at Two
North Ninth Street, Allentown, PA 18101, and its telephone number is
610/774-5151.
The Company is a holding company whose principal subsidiary, PP&L, is
a regulated electric utility which serves approximately 1.2 million
customers in a 10,000 square mile territory in 29 counties of central
eastern Pennsylvania, with a population of approximately 2.6 million
persons. This service area has 128 communities with populations over
5,000, the largest of which are the cities of Allentown, Bethlehem,
Harrisburg, Hazleton, Lancaster, Scranton, Wilkes-Barre and Williamsport.
The Company will engage in unregulated business activities through other
subsidiaries. Such unregulated activities are expected to include the
construction and/or operation of power plants in North America and
elsewhere.
SECURITIES OFFERED HEREBY
The Prospectus relates to up to 400,000 shares of Common Stock that
have been and may be awarded under the Plan, some of which may be offered
from time to time hereby by the Selling Shareowners.
USE OF PROCEEDS
The shares of Common Stock offered hereby are being sold by the
Selling Shareowners. The Company will not receive any of the proceeds from
such sales.
SELLING SHAREOWNERS
The following is a list of Selling Shareowners who have received
awards under the Plan, their affiliation with the Company and the number of
shares awarded to them under the Plan that may be offered from time to time
hereby. None of the Selling Shareowners either individually or as a group
beneficially owns 1% or more of the outstanding shares of the Company's
Common Stock.
The Selling Shareowners listed below may sell some or all of the
shares which they have been awarded under the Plan pursuant to this
Prospectus, until such time as such shares become available for resale
without registration according to the terms of Rule 144(k) under the
Securities Act of 1933, as amended. Inclusion of these individuals in the
following list does not constitute an acknowledgment by the Company or by
any of these individuals that any one of these persons is an affiliate (as
that term is defined in Rule 144(a) or any other securities law or
regulation) of the Company.
Number of
Plan Shares
That May Be
Name Affiliation with the Company Offered Hereby
Linda C. Bartholomew Vice President-Public Affairs, PP&L 2,285
John R. Biggar Vice President-Finance, PP&L 4,648
Robert G. Byram Senior Vice President-Nuclear, PP&L 4,522
G. D. Caliendo Former Senior Vice President, General
Counsel & Secretary, PP&L (retired) 5,980
Steven H. Cantone Former Vice President-Northeast Division,
PP&L (retired) 2,000
John M. Chappelear Vice President-Investment & Pensions,
PP&L 3,843
Robert M. Geneczko Vice President-Electrical Systems, PP&L 865
Robert S. Gombos Vice President-Mobile Work Force, PP&L 4,586
William F. Hecht Chairman, President & Chief Executive
Officer 12,450
Michael D. Hill Vice President-Information Services, PP&L 796
Ronald E. Hill Senior Vice President-Financial and
Treasurer 4,728
George T. Jones Vice President-Nuclear Engineering, PP&L 1,111
John T. Kauffman Director 18,940
John P. Kierzkowski Vice President and Treasurer, PP&L 3,011
Joseph C. Krum Former Senior Vice President-Division
Operations, PP&L (retired) 6,424
Frank A. Long Executive Vice President 8,216
Jay J. McCabe Controller 367
Grayson E. McNair Former Vice President-Lehigh Division,
PP&L (retired) 4,329
John R. Menichini Vice President-Customer Services, PP&L 2,752
Clair W. Noll Former Vice President-Information Services
PP&L (retired) 2,906
Edward F. Reis Former Vice President-Corporate Planning,
PP&L (retired) 1,704
John E. Roth Former Vice President-Northern Division,
PP&L (retired) 1,145
Charles E. Russoli Former Executive Vice President and Chief
Financial Officer, PP&L (retired) 15,210
John H. Saeger Former Vice President-Lancaster Division
PP&L (retired) 3,644
Robert J. Shovlin Vice President-Power Production &
Engineering, PP&L 1,980
H. Gene Stanley Vice President-Nuclear Operations, PP&L 1,168
Raymond F. Suhocki Vice President-Marketing & Economic
Development, PP&L 2,146
<PAGE>
____________________
CERTAIN TAX MATTERS. In the opinion of Michael A. McGrail, Esq.,
Senior Counsel of PP&L, the Common Stock is exempt from existing personal
property taxes in Pennsylvania.
LISTING. The Common Stock is listed on the New York and Philadelphia
Stock Exchanges.
TRANSFER AGENTS AND REGISTRARS. The Transfer Agents and Registrars
for the Common Stock are PP&L and Norwest Bank Minnesota, N.A., South St.
Paul, MN.
EXPERTS
The consolidated financial statements and related financial statement
schedules of the Company incorporated in this Prospectus by reference from
PP&L's 1994 Annual Report on Form 10-K have been audited by Deloitte &
Touche LLP, independent public accountants, as stated in their reports
(such reports are unqualified but contain an explanatory paragraph
concerning a change in accounting principles) which are incorporated herein
by reference, and have been so incorporated in reliance upon such reports
given upon the authority of that firm as experts in auditing and
accounting.
Statements made herein and in the documents incorporated by reference
in this Prospectus as to matters of law and legal conclusions have been
reviewed by Michael A. McGrail, Esq., Senior Counsel of PP&L, and have been
made in reliance on his authority as an expert. Mr. McGrail is a full-time
employee of PP&L.
____________________
No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained in this Prospectus
in connection with the offer made by this Prospectus and, if given or made,
such information or representation must not be relied upon as having been
authorized by the Company. This Prospectus is not an offer to sell or a
solicitation of an offer to buy in any jurisdiction in which it is unlawful
to make such an offer or solicitation. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of the
Company since the date hereof.
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference and made
a part hereof:
1. The Annual Report on Form 10-K of Pennsylvania Power & Light
Company ("PP&L") for the year ended December 31, 1994.
2. The Registration Statement of PP&L Resources, Inc. (the "Company")
on Form 8-B relating to the Company's Common Stock.
3. The Current Reports on Form 8-K of PP&L dated January 3, 1995,
February 1, 1995, February 27, 1995 and April 27, 1995.
4. The Current Report on Form 8-K of the Company dated April 27,
1995.
All documents filed by the Company pursuant to Sections 13, 14 or
15(d) of the Securities Exchange Act of 1934 after the date of the
Prospectus and prior to the termination of the offering of the Common Stock
offered hereby shall be deemed to be incorporated by reference in the
Prospectus and to be a part hereof from the date of filing of such
documents (such documents, and the documents listed above, being
hereinafter referred to as "Incorporated Documents"). Any statement
contained in an Incorporated Document shall be deemed to be modified or
superseded for purposes of the Prospectus to the extent that a statement
contained herein or in any other subsequently filed Incorporated Document
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the Prospectus.
The consolidated financial statements and related financial statement
schedules of the Company incorporated in the Prospectus by reference from
PP&L's 1994 Annual Report on Form 10-K have been audited by Deloitte &
Touche LLP, independent public accountants, as stated in their reports
(such reports are unqualified but contain an explanatory paragraph
concerning a change in accounting principles) which are incorporated herein
by reference, and have been so incorporated in reliance upon such reports
given upon the authority of that firm as experts in auditing and
accounting.
Item 4. Description of Securities.
The Common Stock of the Company is registered under Section 12 of the
Securities Exchange Act of 1934.
Item 5. Interests of Named Experts and Counsel.
Statements made herein, in the information statement provided to Plan
participants, in the Selling Shareowners' Prospectus and in the documents
incorporated by reference in this post-effective amendment as to matters of
law and legal conclusions have been reviewed by Michael A. McGrail, Esq.,
Senior Counsel of the Company, and have been made in reliance on his
authority as an expert. Mr. McGrail is a full-time employee of PP&L.
See the last paragraph of Item 3.
Item 6. Indemnification of Directors and Officers
Section 7.01 of the By-laws of the Company reads as follows:
"Section 7.01. Indemnification of Directors and Officers.
(a) Right to Indemnification. Except as prohibited by law, every
director and officer of the corporation shall be entitled as of right to be
indemnified by the corporation against reasonable expense and any liability
paid or incurred by such person in connection with any actual or threatened
claim, action, suit or proceeding, civil, criminal, administrative,
investigative or other, whether brought by or in the right of the
corporation or otherwise, in which he or she may be involved, as a party or
otherwise, by reason of such person being or having been a director or
officer of the corporation or by reason of the fact that such person is or
was serving at the request of the corporation as a director, officer,
employee, fiduciary or other representative of another corporation,
partnership, joint venture, trust, employee benefit plan or other entity
(such claim, action, suit or proceeding hereinafter being referred to as
"action"). Such indemnification shall include the right to have expenses
incurred by such person in connection with an action paid in advance by the
corporation prior to final disposition of such action, subject to such
conditions as may be prescribed by law. Persons who are not directors or
officers of the corporation may be similarly indemnified in respect of
service to the corporation or to another such entity at the request of the
corporation to the extent the board of directors at any time denominates
such person as entitled to the benefits of this Section 7.01. As used
herein, "expense" shall include fees and expenses of counsel selected by
such person; and "liability" shall include amounts of judgments, excise
taxes, fines and penalties, and amounts paid in settlement.
(b) Right of Claimant to Bring Suit. If a claim under paragraph (a)
of this Section 7.01 is not paid in full by the corporation within thirty
days after a written claim has been received by the corporation, the
claimant may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim, and, if successful in whole or in
part, the claimant shall also be entitled to be paid the expense of prose-
cuting such claim. It shall be a defense to any such action that the
conduct of the claimant was such that under Pennsylvania law the
corporation would be prohibited from indemnifying the claimant for the
amount claimed, but the burden of proving such defense shall be on the
corporation. Neither the failure of the corporation (including its board
of directors, independent legal counsel and its shareholders) to have made
a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because the
conduct of the claimant was not such that indemnification would be
prohibited by law, nor an actual determination by the corporation
(including its board of directors, independent legal counsel or its
shareholders) that the conduct of the claimant was such that
indemnification would be prohibited by law, shall be a defense to the
action or create a presumption that the conduct of the claimant was such
that indemnification would be prohibited by law.
(c) Insurance and Funding. The corporation may purchase and maintain
insurance to protect itself and any person eligible to be indemnified
hereunder against any liability or expense asserted or incurred by such
person in connection with any action, whether or not the corporation would
have the power to indemnify such person against such liability or expense
by law or under the provisions of this Section 7.01. The corporation may
create a trust fund, grant a security interest, cause a letter of credit to
be issued or use other means (whether or not similar to the foregoing) to
ensure the payment of such sums as may become necessary to effect
indemnification as provided herein.
(d) Non-Exclusivity; Nature and Extent of Rights. The right of
indemnification provided for herein (1) shall not be deemed exclusive of
any other rights, whether now existing or hereafter created, to which those
seeking indemnification hereunder may be entitled under any agreement,
bylaw or charter provision, vote of shareholders or directors or otherwise,
(2) shall be deemed to create contractual rights in favor of persons
entitled to indemnification hereunder, (3) shall continue as to persons who
have ceased to have the status pursuant to which they were entitled or were
denominated as entitled to indemnification hereunder and shall inure to the
benefit of the heirs and legal representatives of persons entitled to
indemnification hereunder and (4) shall be applicable to actions, suits or
proceedings commenced after the adoption hereof, whether arising from acts
or omissions occurring before or after the adoption hereof. The right of
indemnification provided for herein may not be amended, modified or
repealed so as to limit in any way the indemnification provided for herein
with respect to any acts or omissions occurring prior to the effective date
of any such amendment, modification or repeal."
Directors and officers of the Company may also be indemnified in
certain circumstances pursuant to the statutory provisions of general
application contained in Pennsylvania law.
The Company presently has insurance policies which, among other
things, include liability insurance coverage for officers and directors
under which officers and directors are covered against any "loss" by reason
of payment of damages, judgments, settlements and costs, as well as charges
and expenses incurred in the defense of actions, suits or proceedings.
"Loss" is specifically defined to exclude fines and penalties, as well as
matters deemed uninsurable under the law pursuant to which the insurance
policy shall be construed. The policies also contain other specific
exclusions, including illegally obtained personal profit or advantage, and
dishonesty.
Item 7. Exemption from Registration Claimed.
Shares previously issued under the Plan were issued in reliance upon
Securities and Exchange Commission Release No. 33-6188 and Release No. 33-
6281 and Section 4(2) of the Securities Act of 1933.
Item 8. Exhibits.
Reference is made to the information contained in the Exhibit Index
filed as part of this post-effective amendment, which information is
incorporated herein by reference pursuant to Rule 411 of the Securities and
Exchange Commission's Rules and Regulations under the Securities Act of
1933.
Item 9. Undertakings.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, another post-effective amendment
to Registration Statement No. 50031:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1993 (the "Act");
(ii) to reflect in any such subsequent post-effective amendment
any facts or events arising after the effective date of this post-effective
amendment (or the most recent subsequent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in
the information set forth in this post-effective amendment; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this post-effective
amendment or any material change to such information in this post-effective
amendment;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") that are incorporated
by reference in this post-effective amendment.
(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered hereby which remain unsold
at the termination of the offering.
The Company hereby undertakes that, for purposes of determining any
liability under the Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this post-effective amendment shall be deemed
to be a new post-effective amendment relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the Company
pursuant to the provisions of the By-laws of the Company and the provisions
of Pennsylvania law described under Item 6 above, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the Company will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this post-effective amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Allentown, and
Commonwealth of Pennsylvania, on the 15th day of May, 1995.
PP&L RESOURCES, INC.
By: /s/ William F. Hecht
William F. Hecht, Chairman, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this post-
effective amendment has been signed below by the following persons in the
capacities indicated on the 15th day of May, 1995.
Signature Title
/s/ William F. Hecht Principal Executive
William F. Hecht, Chairman, President Officer and Director
/s/ R. E. Hill Principal
R. E. Hill, Senior Vice President- Financial Officer
Financial and Treasurer
/s/ J. J. McCabe Principal
J. J. McCabe, Controller Accounting Officer
Richard S. Barton, E. Allen Deaver, Nance K. Dicciani,
William J. Flood, Daniel G. Gambet, Elmer D. Gates,
Derek C. Hathaway, Stuart Heydt, Clifford L. Jones, Directors
John T. Kauffman, Robert Y. Kaufman, Ruth Leventhal,
Frank A. Long, Norman Robertson and David L. Tressler
By /s/ William F. Hecht
Attorney-in-Fact
<PAGE>
PENNSYLVANIA POWER AND LIGHT COMPANY
EXHIBIT INDEX
The following Exhibits indicated by an asterisk preceding the Exhibit
number are filed herewith. The balance of the Exhibits have heretofore
been filed with the Commission and pursuant to Rule 411 are incorporated
herein by reference.
3(i) - Copy of Articles of Incorporation (Exhibit B to Proxy
Statement of Pennsylvania Power & Light Company and
Prospectus of PP&L Resources, Inc., dated March 9, 1995)
3(ii) - Copy of By-laws (Exhibit 3.2 to Registration Statement
No. 33-57949)
*5(a) - Opinion of Michael A. McGrail, Esq. with respect to legality
of securities being registered hereunder
*5(b) - Opinion of Simpson Thacher & Bartlett with respect to
legality of securities being registered hereunder
8 - Opinion of Michael A. McGrail, Esq. with respect to the
exemption of Common Stock of the Company from the Penn-
sylvania personal property tax (Reference is made to Exhibit
5(a) filed herewith)
*10 - Copy of Amended and Restated Incentive Compensation Plan
*23(a) - Consent of Deloitte & Touche LLP
23(b) - Consent of Michael A. McGrail, Esq. (Reference is made to
Exhibit 5(a) filed herewith)
23(c) - Consent of Simpson Thacher & Bartlett (Reference is made to
Exhibit 5(b) filed herewith)
*24 - Power of Attorney
<PAGE>
Exhibit 5(a)
(PENNSYLVANIA POWER & LIGHT COMPANY LETTERHEAD APPEARS HERE)
May 15, 1995
PP&L Resources, Inc.
Two North Ninth Street
Allentown, Pennsylvania 18101
Dear Sirs:
I am Senior Counsel of Pennsylvania Power & Light Company ("PP&L")
and, as such, am familiar with the affairs of PP&L and its parent company,
PP&L Resources, Inc. ("Resources").
With respect to the post-effective amendment to Registration Statement
No. 33-50031 on Form S-8 to be filed by Resources on or about the date
hereof with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Act"), relating to the assumption by Resources of
PP&L's Incentive Compensation Plan (the "Plan") and 400,000 shares of
Resources' Common Stock (the "Shares"), par value $.01 per share, in
connection therewith, I wish to advise you as follows:
I am of the opinion that Resources is a corporation validly organized
and existing under the laws of the Commonwealth of Pennsylvania and is duly
qualified to carry on the business which it is now conducting in that
Commonwealth.
I am further of the opinion that the Shares that have been awarded to
participants in the Plan ("Participants") have been legally issued and are
fully paid and nonassessable and that, when appropriate action has been
taken by the Management Development and Compensation Committee of the Board
of Directors of Resources and when such Shares have been awarded to
Participants, or issued upon exercise of options granted to Participants,
in each case in accordance with the provisions of the Plan, any Shares to
be so awarded or issued to such Participants will be legally issued, fully
paid and nonassessable. For purposes of the foregoing opinion, I have
assumed that the Shares issued by Resources after the date hereof that are
later purchased by Resources for awards to Participants, or issuance upon
exercise of options awarded to Participants, under the Plan will, when
originally issued by Resources, be legally issued.
I am of the opinion that the Common Stock of Resources is exempt from
existing personal property taxes in the Commonwealth of Pennsylvania.
I have reviewed those statements of law and legal conclusions stated
to be made upon my authority in this post-effective amendment and, in my
opinion, such statements are correct.
I hereby consent to the use of this opinion as an exhibit to said
post-effective amendment and to the use of my name in the post-effective
amendment. I also hereby give my consent to the use of my name in the
opinion of Simpson Thacher & Bartlett, filed as an exhibit to said post-
effective amendment.
Very truly yours,
/s/ Michael A. McGrail
<PAGE>
Exhibit 5(b)
(SIMPSON THACHER & BARTLETT LETTERHEAD APPEARS HERE)
May 15, 1995
PP&L Resources, Inc.
Two North Ninth Street
Allentown, Pennsylvania 18101
Ladies and Gentlemen:
With respect to post-effective amendment no. 1 to Registration
Statement No. 50031 on Form S-8 (the "Registration Statement") of
Pennsylvania Power & Light Company ("PP&L") being filed by PP&L Resources,
Inc. (the "Company"), relating to 400,000 shares of the Common Stock, par
value $.01 per share, of the Company (the "Shares") to be registered under
the Securities Act of 1933, as amended (the "Act"), in connection with the
Company's assumption of PP&L's Incentive Compensation Plan (the "Plan"), we
wish to advise you as follows:
We are of the opinion that the Shares that have been awarded to
participants in the Plan ("Participants") have been legally issued and are
fully paid and nonassessable and that, when appropriate action has been
taken by the Management Development and Compensation Committee of the Board
of Directors of the Company and when such Shares have been awarded to
Participants, or issued upon exercise of options granted to Participants,
in each case in accordance with the provisions of the Plan, any Shares to
be so awarded or issued to such Participants will be legally issued, fully
paid and nonassessable. For purposes of the foregoing opinion, we have
assumed that Shares issued by the Company after the date hereof that are
later purchased by the Company for awards to Participants, or issuance upon
exercise of options awarded to Participants, under the Plan will, when
originally issued by the Company, be legally issued.
Insofar as this opinion relates to matters governed by the laws of the
Commonwealth of Pennsylvania, we have relied upon the opinion of Michael A.
McGrail, Esq., to be filed an as exhibit to the post-effective amendment.
We hereby consent to the filing of this opinion as an exhibit to the
post-effective amendment.
Very truly yours,
/s/ Simpson Thacher & Bartlett
<PAGE>
Exhibit 10
PENNSYLVANIA POWER & LIGHT COMPANY
INCENTIVE COMPENSATION PLAN
EFFECTIVE JANUARY 1, 1987
Amended and Restated
Effective as of Shareowner Approval
<PAGE>
PENNSYLVANIA POWER & LIGHT COMPANY
INCENTIVE COMPENSATION PLAN
EFFECTIVE JANUARY 1, 1987
TABLE OF CONTENTS
SECTION PAGE
1 Purpose of the Plan.................................. 1
2 Definitions.......................................... 1
3 Effective Date and Duration.......................... 3
4 Administration of the Plan........................... 3
5 Grant of Awards and Limitation
of Number of Shares Awarded.......................... 3
6 Eligibility.......................................... 4
7 Restricted Stock..................................... 4
8 Stock Options........................................ 5
9 Amendment of the Plan................................ 8
10 Miscellaneous Provisions............................. 8
<PAGE>
PENNSYLVANIA POWER & LIGHT COMPANY
INCENTIVE COMPENSATION PLAN
SECTION 1. PURPOSE OF THE PLAN.
The purpose of the Incentive Compensation Plan (the "Plan") is to
provide a method whereby officers and other key employees of Pennsylvania
Power & Light Company (the "Company") may be awarded additional remuneration
for performance in meeting specific Company objectives in a form that
increases their ownership interest and encourages them to remain in the
employ of the Company.
SECTION 2. DEFINITIONS.
The following definitions are applicable to the Plan:
A. "Award" means, individually or collectively, Options or Restricted
Stock granted hereunder.
B. "Board" means the Board of Directors of Resources.
C. "Code" means the Internal Revenue Code of 1986, as may be amended
from time to time. Reference in the Plan to any section of the Code shall be
deemed to include any amendments or successor provisions to such section and
any regulations promulgated thereunder.
D. "Committee" means not less than three members of the Board who are
not eligible to receive Awards, have been designated by the Board to act as
the Committee and qualify as disinterested directors under the Securities
Exchange Act of 1934.
E. "Common Stock" means the Common Stock of Resources.
F. "Date of Grant" means the date on which the granting of an Award is
authorized by the Committee or such later date as may be specified by the
Committee in such authorization.
G. "Disability" or "Disabled" means the inability of the Participant to
perform each and every duty pertaining to the Participant's regular
occupation by reason of any medically determinable physical or mental
impairment which can be expected to result in death or which has lasted or
can be expected to last for a continuous period of not less than six months.
H. "Early Retirement" means Retirement prior to the Normal Retirement
Date.
I. "Early Retirement Date" means the Early Retirement Date as that term
is defined in the Company's retirement plan.
J. "Eligible Employee" means any person employed by the Company, its
subsidiaries or affiliates on a regularly scheduled basis during any portion
of a period for which an Award is made and who satisfies all of the
requirements of Section 6.
K. "Fair Market Value" means the average of the high and low sale
prices of the Common Stock in regular way New York Stock Exchange Composite
Transactions on the day immediately preceding the date as of which Fair
Market Value is being determined or, if no Common Stock is traded on the date
immediately preceding the date as of which Fair Market Value is being
determined, Fair Market Value shall be the average of the high and low sale
prices of the Common Stock in regular way New York Stock Exchange Composite
Transactions on the next preceding day on which the Common Stock is traded.
L. "Incentive Stock Option" means an incentive stock option within the
meaning of Section 422A of the Code.
M. "Late Retirement Date" means the Late Retirement Date as that term
is defined in the Company's retirement plan.
N. "Normal Retirement Date" means the Normal Retirement Date as that
term is defined in the Company's retirement plan.
O. "Option" or "Stock Option" means either an Incentive Stock Option or
a nonqualified stock option granted under Section 8 with respect to Common
Stock.
P. "Option Period" or "Option Periods" means the period or periods
during which an Option is exercisable as described in Section 8F.
Q. "Participant" means an Eligible Employee who has been granted an
Award under the Plan.
R. "Plan" means the Pennsylvania Power & Light Company Incentive
Compensation Plan.
S. "PP&L" means the Company.
T. "Resources" means PP&L Resources, Inc.
U. "Restricted Stock" means Common Stock awarded to a Participant under
Section 7.
V. "Restriction Period" means that period of time determined by the
Committee pursuant to Section 7B that a Restricted Stock Award is subject to
restriction.
W. "Retirement" means retirement (whether on the Early Retirement Date,
the Normal Retirement Date or the Late Retirement Date) pursuant to the
Company's retirement plan or retirement under the Supplemental Executive
Retirement Plan.
X. "Retirement Date" means the Early Retirement Date, the Normal
Retirement Date, or the Late Retirement Date of a Participant, as the case
may be or the date Participant commences benefits under the Supplemental
Executive Retirement Plan.
Y. "Termination" means resignation or discharge from employment with
the Company except in the event of death, Disability or Retirement.
SECTION 3. EFFECTIVE DATE AND DURATION.
Upon the approval of the Plan by the holders of a majority of the
shares of 4-1/2% Preferred Stock, Series Preferred Stock, Preference Stock and
Common Stock present (either in person or by proxy) at the 1987 Annual
Meeting of shareowners, the Plan became effective on January 1, 1987. The
Plan as amended and restated shall become effective on January 1, 1995 upon
the approval of the amended and restated Plan by the holders of a majority of
the shares of 4-1/2% Preferred Stock, Series Preferred Stock, Preference
Stock and Common Stock present (either in person or by proxy) at the 1995
Annual Meeting of Shareowners. Awards of Incentive Stock Options may be made
under the Plan for a period of ten years after April 26, 1995. The Plan
shall continue in effect until all matters relating to the payment of Awards
and the administration of the Plan have been settled.
SECTION 4. ADMINISTRATION OF THE PLAN.
The Plan shall be administered by the Committee. The Committee shall
have full power and authority to make Awards to Eligible Employees pursuant
to the provisions of the Plan, to interpret the provisions of the Plan and to
supervise the administration of the Plan.
All decisions made by the Committee pursuant to the provisions of the
Plan shall be final, conclusive and binding upon all parties affected
thereby.
SECTION 5. GRANT OF AWARDS AND LIMITATION
OF NUMBER OF SHARES AWARDED.
The Committee may, from time to time, grant Awards to one or more
Eligible Employees, provided that: (i) subject to any adjustment pursuant to
Section 10G, the aggregate number of shares of Common Stock subject to Awards
(including Incentive Stock Options) may not exceed 200,000 shares; (ii) to
the extent that an Award lapses or is forfeited or the rights of the Partic-
ipant to whom an Award was granted terminate, any shares of Common Stock
subject to such Award shall again be available for the grant of an Award
under the Plan; and (iii) shares delivered under the Plan may be authorized
and unissued Common Stock, Common Stock held in the treasury of Resources or
Common Stock purchased on the open market (including private purchases) in
accordance with applicable securities laws. In determining the size of the
Awards, the Committee shall assess the performance of the Eligible Employees
against criteria to be established by the Committee from time to time based
on corporate performance, including shareowner and customer-related factors,
and shall take into account the Participant's responsibility level,
potential, cash compensation level and the Fair Market Value of the Common
Stock at the time of Awards, as well as such other matters as the Committee
deems appropriate.
SECTION 6. ELIGIBILITY.
Officers and other key employees of the Company (including officers or
employees who are members of the Board, but excluding directors who are not
officers or employees) who, in the opinion of the Committee, are mainly
responsible for the continued growth, development and financial success of
the Company shall be eligible to be granted Awards under the Plan. Subject
to the provisions of the Plan, the Committee shall from time to time select
from such eligible persons those to whom Awards shall be granted and
determine the amount of such Award. No officer or employee of the Company
shall have any right to be granted an Award under the Plan.
SECTION 7. RESTRICTED STOCK.
A. Grants of Restricted Stock. An Award of Restricted Stock shall be
granted in the form of shares of Common Stock, restricted as provided in this
Section 7. The Restricted Stock shall be issued without the payment of
consideration by the Participant. The certificates for the Restricted Stock
shall be issued in the name of the Participant to whom the Award is made,
shall be retained by the Company on behalf of the Participant (together with
a stock power endorsed in blank) and shall bear a restrictive legend
prohibiting the sale, transfer, pledge or hypothecation of the Restricted
Stock until the expiration of the Restriction Period.
The Committee may also impose such other restrictions and conditions on
the Restricted Stock as it deems appropriate.
Upon the issuance to the Participant of Restricted Stock, the
Participant shall have the right to vote the Restricted Stock and receive
cash dividends distributable with respect to such Stock.
Upon completion of the Restriction Period, all restrictions on the Award
will expire and new certificates representing the Restricted Stock will be
issued without the restrictive legend described in this Section 7. As a
condition precedent to the receipt of new certificates, the Participant (or
the Participant's designated beneficiary or personal representative) will
agree to make payment to the Company in the amount of any Federal, state or
local taxes, payable by the Participant, which are required to be withheld by
the Company with respect to the Award.
B. Restriction Period. At the time a Restricted Stock Award is
granted, the Committee shall establish a Restriction Period applicable to
such Award which shall be not less than three years and not more than ten
years from the Date of Grant, subject to the provisions of Section 7C. Each
Restricted Stock Award may have a different Restriction Period.
Notwithstanding the other provisions of this Section 7: (i) in the
event of a public tender offer for all or any portion of the Common Stock or
in the event that any proposal to merge or consolidate Resources with another
company is submitted to the shareowners of Resources for a vote, the
Committee in its sole discretion may change or eliminate the Restriction
Period and; (ii) the Committee is authorized in its sole discretion to accel-
erate the time at which any or all of the restrictions on all or any part of
a Restricted Stock Award shall lapse or to remove any or all of such
restrictions whenever the Committee may decide that changes in tax or other
laws or other circumstances arising after the granting of a Restricted Stock
Award make such action appropriate; provided, however, that no acceleration
or removal of restrictions shall result in payout of stock to the Participant
less than six months after the Date of Grant except pursuant to Section 7C
below upon the termination, death, Disability or Retirement of the
Participant.
C. Forfeiture or Payout of Award. Restricted Stock Awards are subject
to forfeiture or payout (i.e., removal of restrictions) as follows:
(i) Termination - the Restricted Stock Award will be completely
forfeited.
(ii) Retirement - payout of the Restricted Stock Award will be prorated
for service during the restriction period.
(iii) Early Retirement - payout of the Restricted Stock Award will be
prorated for service during the restriction period.
(iv) Disability - payout of the Restricted Stock Award will be prorated
as if the Participant had maintained active employment until the Normal
Retirement Date.
(v) Death - payout of the Restricted Stock Award will be prorated as if
the Participant had maintained active employment until the Normal Retirement
Date.
In any instance where payout of a Restricted Stock Award is to be
prorated, the Committee may choose to provide the Participant (or the
Participant's estate) with the entire Award rather than the prorated portion
thereof.
Any Restricted Stock which is forfeited will be transferred to
Resources.
D. Section 83(b) Election. As a condition of receiving Restricted
Stock, a Participant shall agree in writing to notify the Company within 30
days of the Date of Grant whether or not the Participant has made an election
under Section 83(b) of the Code to report the value of the Restricted Stock
as income on the Date of Grant.
SECTION 8. STOCK OPTIONS.
A. Grant of Option. One or more Options may be granted to any Eligible
Employee.
B. Notification of the Grant of an Option. Each Option granted under
the Plan shall be evidenced by a Notification of the Grant of an Option
("Notification"). The Notification shall contain such provisions determined
by the Committee, including, without limitation, provisions to qualify
Incentive Stock Options as such under Section 422A of the Code; provided,
however, that each Notification must include the following terms and condi-
tions: (i) that the Options are exercisable either in whole or in part, with
a partial exercise not affecting the exercisability of the balance of the
Option; (ii) every share of Common Stock purchased through the exercise of an
Option shall be paid for in full at the time of the exercise; (iii) each
Option shall cease to be exercisable, as to any share of Common Stock, upon
the first to occur of (a) the Participant's purchase of the Common Stock to
which the Option relates; or (b) the lapse of the Option; (iv) Options shall
not be transferable by the Participant except by will or the laws of descent
and distribution and shall be exercisable during the Participant's lifetime
only by the Participant or by the Participant's guardian or legal representa-
tive; and (v) notwithstanding any other provision, in the event of a public
tender for all or any portion of the Common Stock or in the event that any
proposal to merge or consolidate the Company with another company is
submitted to the shareowners of the Company for a vote, the Committee, in its
sole discretion, may declare any previously granted Option to be immediately
exercisable.
C. Exercise of an Option. A Participant shall exercise an Option by
executing and delivering to the Company an "Election to Exercise an Option."
The Election to Exercise an Option shall be in such form and shall contain
such provisions consistent with the terms of this Plan and the Notification
with respect to such Option as determined by the Committee, including,
without limitation, provisions to qualify Incentive Stock Options as such
under Section 422A of the Code.
D. Option Price. The Option price per share of Common Stock shall be
set forth in the Notification, but shall not be less than 100% of the Fair
Market Value as of the Date of Grant.
E. Form of Payment. At the time of the exercise of the Option, the
Option price shall be payable in cash in United States dollars or in other
shares of Common Stock or in a combination of cash and other shares of Common
Stock. When Common Stock is used in full or partial payment of the Option
price, it shall be valued at the Fair Market Value as of the date the Option
is exercised.
F. Other Terms and Conditions. The Option shall become exercisable in
such manner and within such Option Period or Periods, not to exceed ten years
from its Date of Grant, as set forth in the Notification upon payment in
full. Except as otherwise provided in this Plan or in the Notification, any
Option may be exercised in whole or in part at any time more than six months
after the Date of Grant.
G. Lapse of Option. An Option will lapse upon the first to occur of
any of the following circumstances: (i) ten years from the Date of Grant;
(ii) on the 90th day following the Participant's Retirement Date; (iii) at
the time of a Participant's Termination; or (iv) at the expiration of the
Option Period set forth in the Notification. However, if the Participant
dies within the Option Period and prior to the lapse of the Option, the
Option shall lapse unless it is exercised within the Option Period or one
year from the date of the Participant's death, whichever is earlier, by the
Participant's legal representative or representatives or by the person or
persons entitled to do so under the Participant's will or, if the Participant
shall fail to make testamentary disposition of such Option or shall die inte-
state, by the person or persons entitled to receive said Option under the
applicable laws of descent and distribution.
H. Rights as a Shareowner. A Participant or a transferee of a
Participant shall have no rights as a shareowner with respect to any shares
of Common Stock covered by an Option until the date of the issuance of a
certificate for such shares of Common Stock. No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior
to the date such certificate is issued, except as provided in Section 10G.
I. Modification, Extension and Renewal of Options.
Subject to the terms and conditions and within the limitations of the Plan,
the Committee may modify, extend or renew outstanding Options granted under
the Plan, or accept the exchange of outstanding Options (to the extent not
theretofore exercised) for the granting of new Options in substitution
therefor. Notwithstanding the foregoing, no modification of an Option shall,
without the consent of the Participant, alter or adversely affect the rights
or obligations of a Participant under any Option theretofore granted under
the Plan.
J. Early Disposition of Common Stock. If a Participant shall dispose
of any shares of Common Stock purchased pursuant to an Incentive Stock Option
within one year from the date the shares were acquired or within two years
from the Date of Grant of the Option under which such shares of Common Stock
were purchased, then, to provide the Company or Resources with the oppor-
tunity to claim the benefit of any income tax deduction which may be avail-
able to it under the circumstances, the Participant shall within ten days of
such disposition notify the Company of the dates of acquisition and
disposition of such shares of Common Stock, the number of shares so disposed
and the consideration, if any, received therefor.
K. Individual Dollar Limitations. In the case of an Incentive Stock
Option, the aggregate fair market value (determined at the time such Option
is granted) of the Common Stock with respect to which an Incentive Stock
Option is exercisable for the first time by an Eligible Employee during any
calendar year (whether under this Plan or another plan or arrangement of the
Company or any of its subsidiaries) shall not exceed $100,000 (or such other
limit as may be in effect under the Code on the date of exercise).
L. No Obligation to Exercise Option. The granting of an Option shall
impose no obligation on the Participant to exercise such Option.
SECTION 9. AMENDMENT OF THE PLAN.
The Committee may at any time and from time to time alter, amend,
suspend or terminate the Plan in whole or in part, except: (i) no such
action may be taken without approval by the shareowners of Resources which
materially increases the benefits accruing to Participants pursuant to the
Plan, increases the number of shares of Common Stock which may be issued
pursuant to the Plan (except as provided in Section 10G) or materially modi-
fies the requirements as to eligibility for participation in the Plan; and
(ii) no such action may be taken without the consent of the Participant to
whom any Award shall theretofore have been granted, which adversely affects
the rights of such Participant concerning such Award, except as such
termination or amendment of the Plan is required by statute, or rules and
regulations promulgated thereunder.
SECTION 10. MISCELLANEOUS PROVISIONS.
A. Nontransferability. No benefit provided under the Plan shall be
subject to alienation or assignment by a Participant (or by any person
entitled to such benefit pursuant to the terms of the Plan) or subject to
attachment or other legal process of whatever nature. Any attempted
alienation, assignment or attachment shall be void and of no effect. Payment
shall be made only to the Participant entitled to receive the same or to the
Participant's authorized legal representative. Deposit of any sum in any
financial institution to the credit of any Participant (or of a person
entitled to such sum pursuant to the terms of the Plan) shall constitute
payment to that Participant (or such person). The Company will observe the
terms of the Plan unless and until ordered to do otherwise by a state or
Federal court. As a condition of participation, a Participant agrees to hold
the Company harmless from any claim that arises out of the Company's obeying
any such order whether such order effects a judgment of such court or is
issued to enforce a judgment or order of another court.
B. No Employment Right. Neither this Plan nor any action taken
hereunder shall be construed as giving any right to be retained as an
employee of the Company.
C. Tax Withholding. Participants may be required to pay to the Company
the amount of any Federal, state or local taxes which the Company is required
to withhold with respect to an Award. At the request of a Participant, or as
required by law, such sums as may be required for the payment of any
estimated or accrued income tax liability may be withheld by the Company and
paid over to the governmental entity entitled to receive the same. The
Committee, in its sole discretion, may permit a Participant to satisfy all or
part of such Participant's withholding tax obligation incident to the vesting
of Restricted Stock by having the Company withhold a portion of the shares of
Restricted Stock that otherwise would be issued to the Participant. Such
shares shall be valued at their Fair Market Value on the date when taxes
otherwise would be withheld in cash. The payment of withholding taxes by
surrendering shares to the Company, if permitted by the Committee, shall be
subject to such restrictions as the Committee may impose, including any
restrictions required by the rules of the Securities and Exchange Commission.
D. Government and Other Regulations. The obligation of the Company to
make payment of Awards shall be subject to all applicable laws, rules and
regulations, and to such approvals by any government agencies as may be
required.
E. Indemnification. Each person who is or at any time serves as a
member of the Board, the Committee or PP&L's Board of Directors shall be
indemnified and held harmless by the Company against and from: (i) any loss,
cost, liability or expense that may be imposed upon or reasonably incurred by
such person in connection with or resulting from any claim, action, suit or
proceeding to which such person may be a party or in which such person may be
involved by reason of any action or failure to act under the Plan; and (ii)
any and all amounts paid by such person in satisfaction of judgment in any
such action, suit or proceeding relating to the Plan. Each person covered by
this indemnification shall give the Company an opportunity, at its own
expense, to handle and defend the same before such person undertakes to
handle and defend it on such person's own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification
to which such persons may be entitled under the bylaws of Resources, as a
matter of law, or otherwise, or any power that Resources may have to
indemnify such person or hold such person harmless.
F. Reliance on Reports. Each member of the Board, the Committee and
PP&L's Board of Directors shall be fully justified in relying or acting in
good faith upon any report made by the independent public accountants of, or
counsel for, the Company or Resources and upon any other information
furnished in connection with the Plan. In no event shall any person who is
or shall have been a member of the Board, the Committee or PP&L's Board of
Directors be liable for any determination made or other action taken or any
omission to act in reliance upon any such report or information or for any
action taken, including the furnishing of information, or failure to act, if
in good faith.
G. Changes in Capital Structure. In the event of any change in the
outstanding shares of Common Stock by reason of any stock dividend or split,
recapitalization, combination or exchange of shares or other similar changes
in the Common Stock, appropriate adjustments shall be made in the shares of
Restricted Stock theretofore awarded to the Participants, the shares of
Common Stock subject to outstanding and unexercised Options and the aggregate
number of shares of Common Stock which may be awarded pursuant to the Plan.
Such adjustments shall be conclusive and binding for all purposes.
Additional shares of Restricted Stock issued to a Participant as the result
of any such change shall bear the same restrictions as the shares of Common
Stock to which they relate.
H. Company Successors. In the event Resources becomes a party to a
merger, consolidation, sale of substantially all of its assets or any other
corporate reorganization in which Resources will not be the surviving
corporation or in which the holders of the Common Stock will receive
securities of another corporation, then such other corporation shall assume
the rights and obligations of Resources under this Plan.
I. Governing Law. All matters relating to the Plan or to Awards
granted hereunder shall be governed by the laws of the Commonwealth of
Pennsylvania without regard to the principles of conflict of laws.
J. Relationship to Other Benefits. The value of Awards hereunder and
dividends paid on the Common Stock during the Restriction Period, will be
considered earnings for purposes of the Company's Supplemental Executive
Retirement Plan and Executive Retirement Security Plan to the extent provided
for therein. Otherwise, Awards under the Plan shall not be taken into
account in determining any benefits under any pension, retirement, profit
sharing, disability or group insurance plan of the Company except as may be
required by Federal tax law and regulation or to meet other applicable legal
requirements.
K. Expenses. The expenses of administering the Plan shall be borne by
the Company.
L. Titles and Headings. The titles and headings of the sections in the
Plan are for convenience of reference only, and in the event of any conflict,
the text of the Plan, rather than such titles or headings, shall control.
M. Compliance with Rule 16b-3. With respect to Participants subject to
Section 16 of the Securities Exchange Act of 1934, transactions under the
Plan are intended to comply with all applicable conditions of Rule 16b-3 or
its successors under the 1934 Act. To the extent any provision of the Plan
or action by the Committee involving such a Participant is deemed not to com-
ply with an applicable condition of Rule 16b-3, it shall be null and void to
the extent permitted by law and deemed advisable by the Committee.
IN WITNESS WHEREOF, the Company has authorized its duly appointed
officers to execute this amended and restated Plan this 23rd day of January
1995.
PENNSYLVANIA POWER & LIGHT COMPANY
By: /s/ John M. Chappelear
John M. Chappelear
Chairman
Employee Benefit Plan Board
<PAGE>
Exhibit 23(a)
(DELOITTE & TOUCHE LLP LETTERHEAD APPEARS HERE)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this post-effective
amendment to Registration Statement No. 33-50031 of Pennsylvania Power &
Light Company on Form S-8 of our report dated February 3, 1995, appearing
in the Annual Report on Form 10-K of Pennsylvania Power & Light Company for
the year ended December 31, 1994 and to the reference to us under the
heading "Experts" in such post-effective amendment.
/s/ Deloitte & Touche LLP
May 8, 1995
<PAGE>
Exhibit 24
PP&L RESOURCES, INC.
INCENTIVE COMPENSATION PLAN
POWER OF ATTORNEY
The undersigned directors of PP&L Resources, Inc., a Pennsylvania
corporation, hereby appoint William F. Hecht, Frank A. Long and R. E. Hill
their true and lawful attorney, and each of them their true and lawful
attorney, with power to act without the other and with full power of
substitution and resubstitution, to execute for the undersigned directors
and in their names to file with the Securities and Exchange Commission,
Washington, D.C., under provisions of the Securities Act of 1933, as
amended, one or more post-effective amendments to Registration Statement
No. 33-50031, whether said amendments add to, delete from or otherwise
alter such Registration Statement, or add or withdraw any exhibits or
schedules to be filed therewith and any and all instruments in connection
therewith. The undersigned hereby grant to said attorneys and each of them
full power and authority to do and perform in the name of and on behalf of
the undersigned, and in any and all capabilities, any act and thing
whatsoever required or necessary to be done in and about the premises, as
fully and to all intents and purposes as the undersigned might do, hereby
ratifying and approving the acts of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and
seals this 26th day of April, 1995.
/s/ Richard S. Barton L.S. /s/ Stuart Heydt L.S.
Richard S. Barton Stuart Heydt
/s/ E. Allen Deaver L.S. /s/ Clifford L. Jones L.S.
E. Allen Deaver Clifford L. Jones
/s/ Nance K. Dicciani L.S. /s/ John T. Kauffman L.S.
Nance K. Dicciani John T. Kauffman
/s/ William J. Flood L.S. /s/ Robert Y. Kaufman L.S.
William J. Flood Robert Y. Kaufman
/s/ Daniel G. Gambet L.S. /s/ Frank A. Long L.S.
Daniel G. Gambet Frank A. Long
/s/ Elmer D. Gates L.S. /s/ Ruth Leventhal L.S.
Elmer D. Gates Ruth Leventhal
/s/ Derek C. Hathaway L.S. /s/ Norman Robertson L.S.
Derek C. Hathaway Norman Robertson
/s/ William F. Hecht L.S. /s/ David L. Tressler L.S.
William F. Hecht David L. Tressler
