<PAGE>
REGISTRATION NO. 33-49867
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
REGISTRATION STATEMENT ON FORM S-3
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
(STATE OR OTHER JURISDICTION OF 23-2758192
INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER 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, PENNSYLVANIA 18101
610/774-5151
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
IF THE ONLY SECURITIES BEING REGISTERED BY THIS AMENDMENT ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING
BOX. [X]
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
<PAGE>
[LOGO OF PP&L RESOURCES, INC. APPEARS HERE]
PP&L RESOURCES, INC.
DIVIDEND REINVESTMENT PLAN
The Dividend Reinvestment Plan of PP&L Resources, Inc. ("Resources") provides
participants in the Plan with a convenient way of investing cash dividends and
cash payments in additional shares of Common Stock of Resources.
Participants in the Plan may:
. have cash dividends on their Common Stock of Resources and
their Preferred Stock of Pennsylvania Power of Light Company
("PP&L") automatically reinvested.
. invest optional cash payments on a monthly basis of up to
$80,000 in a calendar year. Shares purchased with optional
cash payments received by the 25th day of a month will be
credited to a participant's account as of the first business
day of the following month.
. transfer shares of Common Stock of Resources registered in
their names to their Plan accounts for safekeeping.
In addition, employees of PP&L and other wholly-owned subsidiaries of
Resources may invest in shares of Common Stock of Resources through automatic
payroll deductions and through optional cash payments.
The price for newly issued shares of Common Stock of Resources will be the
average of the high and low sale prices of such Common Stock on the investment
date. The price for shares of Common Stock of Resources purchased in the open
market or from participants who wish to sell their shares will be determined by
dividing the total cost of all shares purchased by the number of shares so
purchased. See Questions #16 and #17 herein for additional information
concerning the calculation of the price for shares purchased under the Plan.
Shareowners who do not wish to participate in the Plan will receive
dividends, as declared, in the usual manner. The dividend policy of Resources
will depend upon future earnings, financial requirements and other factors.
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 2, 1995.
<PAGE>
AVAILABLE INFORMATION
Resources is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith will file reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). PP&L has been and will
continue to be subject to the informational requirements of the Exchange Act
and in accordance therewith files reports, proxy statements and other
information with the 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,
D.C. 20549, and at the following Regional Offices of the Commission: Suite
1400, Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois
60661; and Seven World Trade Center, Suite 1306, New York, New York 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, D.C. 20549. The Common Stock of Resources and certain
series of Preferred Stock of PP&L are listed on the New York Stock Exchange and
the Philadelphia Stock Exchange. Reports, proxy statements and other
information concerning Resources and PP&L can be inspected and copied at the
respective offices of those exchanges at 20 Broad Street, New York, New York
10005, and at 1900 Market Street, Philadelphia, Pennsylvania 19103. In
addition, reports, proxy statements and other information concerning Resources
and PP&L can be inspected at the offices of PP&L, Two North Ninth Street,
Allentown, Pennsylvania 18101.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated herein by reference and made a part
hereof:
1. PP&L's latest Annual Report on Form 10-K.
2. PP&L's Quarterly Reports on Form 10-Q filed since its latest Annual
Report on Form 10-K.
3. The "Description of Registrant's Securities to be Registered"
contained in Item 4 of the Registration Statement on Form 8-B of
Resources relating to the Common Stock.
4. Resources' and PP&L's Current Reports on Form 8-K filed since PP&L's
latest Annual Report on Form 10-K.
All documents filed by Resources 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 INCORPORATED DOCUMENTS (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).
2
<PAGE>
THE COMPANY
Resources was incorporated under the laws of the Commonwealth of Pennsylvania
on March 15, 1994. Resources' offices are located at Two North Ninth Street,
Allentown, PA 18101, and its telephone number is 610/774-5151.
PP&L, Resources' principal subsidiary, is an electric operating utility that
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. PP&L's service area has 128 communities with populations
of over 5,000, the largest of which are Allentown, Bethlehem, Harrisburg,
Lancaster, Scranton, Wilkes-Barre and Williamsport.
Pursuant to an Agreement and Plan of Exchange between Resources and PP&L,
Resources became the parent company of PP&L effective April 27, 1995. As part
of this restructuring, the outstanding common stock of PP&L was automatically
exchanged on a share-for-share basis for, and now represents the Common Stock
of, Resources (the "Share Exchange"). As a result of the Share Exchange, the
PP&L Dividend Reinvestment Plan has been assumed by Resources.
Resources 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.
DESCRIPTION OF THE PLAN
The following is a question and answer description of the Dividend
Reinvestment Plan (the "Plan") of Resources.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide participants with a convenient way of
investing cash dividends on shares of Common Stock of Resources and Preferred
Stock of PP&L and cash payments in additional shares of Common Stock of
Resources.
Under the terms of their respective articles of incorporation, Resources is
authorized to issue Preferred Stock in series from time to time and PP&L is
authorized to issue Preference Stock in series from time to time in addition to
its Preferred Stock. In the event that Resources issues Preferred Stock or PP&L
issues Preference Stock in the future, the dividends paid on those shares may
be reinvested pursuant to the Plan in additional shares of Common Stock of
Resources. For convenience, throughout the balance of this Prospectus, the term
"Preferred Stock" means the Preferred Stock of Resources and the Preferred and
Preference Stock of PP&L, and the term "Common Stock" means the Common Stock of
Resources.
Specifically, participants in the Plan may (a) have cash dividends on their
shares of Preferred Stock and Common Stock automatically reinvested or (b)
continue to receive cash dividends on shares
3
<PAGE>
registered in their names and invest by making optional cash payments of up to
$80,000 in a calendar year or (c) invest both their cash dividends and such
optional cash payments. In addition, employees of PP&L and other direct wholly-
owned subsidiaries of Resources may invest in shares of Common Stock through
automatic payroll deductions and through optional cash payments. Full
investment of funds is possible under the Plan because the Plan permits
fractions of shares, as well as full shares, to be credited to participants'
accounts. In addition, dividends with respect to such fractions, as well as
full shares, will be credited to participants' accounts. Regular Statements of
Account provide each participant with a record of each transaction.
Shares purchased through the Plan will, at the option of Resources, be either
newly issued shares of Common Stock, shares purchased in the open market or
shares purchased from participants who wish to sell their shares. To the extent
that shares of Common Stock purchased with reinvested dividends, optional cash
payments or employee payroll deductions are purchased from Resources as newly
issued shares, Resources will have available funds for its general corporate
purposes.
The Plan permits participants to avoid the problems of safekeeping of
certificates for shares of Common Stock credited to their Plan accounts. In
addition, participants may transfer to their Plan accounts for safekeeping
shares of Common Stock registered in their names. See Question #23 for
information concerning the certificate safekeeping features of the Plan.
The Plan also provides a convenient method for participants to dispose of
shares of Common Stock held in their accounts under the Plan. See Questions #27
and #28 for additional information concerning the disposition of shares
credited to participants' accounts.
There are no service charges to participants in connection with purchases
under the Plan. Brokerage commissions incurred in connection with the purchase
of shares of Common Stock in the open market will be paid by Resources. See
Questions #16 and #17 for information concerning the possibility that interest
costs incurred by PP&L will be included in the purchase price paid by
participants if shares are acquired for the Plan in market purchases in advance
of a dividend payment date or in advance of the receipt by PP&L of optional
cash payments or payroll deductions.
ADMINISTRATION
2. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
PP&L administers the Plan on behalf of Resources, keeps records, sends
quarterly (or more frequent) Statements of Account to participants and performs
other duties relating to the Plan. Purchases of shares of Common Stock in the
open market will be made by a broker selected by PP&L. Shares of Common Stock
purchased under the Plan will be registered in the name of PP&L, as agent for
participants in the Plan, and allocated to participants' accounts.
Questions concerning a participant's account under the Plan should be
addressed to Pennsylvania Power & Light Company, Investor Services Department,
Two North Ninth Street, Allentown, PA 18101. Participants can also call the
Investor Services Department toll-free at 800/345-3085 if they have questions
about their accounts.
4
<PAGE>
PARTICIPATION
3. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
All holders of record of shares of Preferred Stock and Common Stock are
eligible to participate in the Plan. To be eligible to participate in the Plan,
beneficial owners whose only shares are registered in names other than their
own (such as a trustee or broker or bank nominee) must first become holders of
record by having their shares transferred into their names unless such trustee
or broker or bank nominee participates in the Plan. See Question #5 for
information concerning participation in the Plan by nominee holders.
All employees of PP&L and other wholly-owned subsidiaries of Resources are
eligible to participate in the Plan through automatic payroll deductions and/or
optional cash payments even though they do not have any shares registered in
their names.
PARTICIPATION BY SHAREOWNERS
4. HOW DOES A SHAREOWNER PARTICIPATE?
As part of the Share Exchange, the participants in PP&L's Dividend
Reinvestment Plan automatically became participants in the Plan. Accordingly,
no action is required of current participants to continue their participation
in the Plan.
A shareowner who is not currently participating may join the Plan at any time
by completing an Authorization Form and returning it to PP&L. If the
Authorization Form returned by a shareowner entitled to a dividend is received
by PP&L on or before the 10th day of the month prior to the payment date for a
particular dividend, that dividend will be used to purchase additional shares
of Common Stock for the shareowner. If the Authorization Form is received by
PP&L after the 10th day of the month prior to the payment date for a particular
dividend, then the reinvestment of dividends will not begin until the next
dividend. For example, in order to invest the quarterly dividend payable on
October 1, a shareowner's Authorization Form must be received by PP&L no later
than September 10. If the Authorization Form is received after September 10,
the dividend payable on October 1 will be paid in cash and the shareowner's
participation in the Plan will begin with the dividend payable on January 1.
Those shareowners who do not wish to participate in the Plan will receive
dividends, as declared, in the usual manner.
5. WHAT DOES THE SHAREOWNER AUTHORIZATION FORM PROVIDE?
The shareowner Authorization Form allows each shareowner to decide the extent
to which he wants to participate in the Plan. By checking the appropriate box
on the Authorization Form, a shareowner may indicate whether he wants to (a)
reinvest dividends paid on shares of Common Stock registered in his name or (b)
reinvest dividends paid on shares of Preferred Stock registered in his name or
(c) reinvest dividends paid on both the shares of Common Stock and the shares
of Preferred Stock registered in his name or (d) participate in the Plan by
making optional cash payments only.
5
<PAGE>
A nominee holder (such as a trustee, broker or bank) who wishes to reinvest
dividends on only a portion of the shares of Preferred Stock or Common Stock
registered in its name may obtain additional information and an appropriate
authorization card by writing to Pennsylvania Power & Light Company, Investor
Services Department, Two North Ninth Street, Allentown, PA 18101 or by calling
the Investor Services Department toll-free at 800/345-3085.
6. WHEN WILL SHARES BE PURCHASED WITH REINVESTED DIVIDENDS?
In the case of shares purchased in the open market or from participants who
wish to sell their shares, cash dividends, which are payable on the first day
of January, April, July and October, will be invested quarterly no later than
the 10th day after the dividend payment date, subject to any applicable
requirements of Federal securities laws affecting the timing and manner of
purchases of Common Stock for the Plan.
By completing the purchase of shares by the 10th day of the month in which a
dividend is paid, PP&L will be able to inform participants on a timely basis of
the relevant information concerning their investment in the Common Stock. In
acquiring Common Stock for the Plan through market purchases, the number of
shares that can be purchased in the market on a particular day may be limited
by Federal securities law and market considerations. As a result, it may be
necessary to purchase a portion of the shares needed to meet reinvested
dividends in advance of a dividend payment date to be able to provide
Statements of Account to participants on a timely basis. The exact timing of
purchases made in advance of a dividend payment date--as well as the number of
shares so purchased--will depend upon the amount of dividends expected to be
reinvested as well as Federal securities law and market considerations.
In the case of newly issued shares of Common Stock, the investment date for
dividends will be the first day of January, April, July and October on which
the New York Stock Exchange is open for trading.
OPTIONAL CASH PAYMENTS
7. WHO IS ELIGIBLE TO MAKE OPTIONAL CASH PAYMENTS?
Participants who have submitted a signed Authorization Form, whether or not
they have authorized the reinvestment of dividends or, in the case of
employees, automatic payroll deductions, are eligible to make optional cash
payments.
If a shareowner participant chooses to participate by optional cash payments
only, cash dividends will be paid on shares registered in the participant's
name in the usual manner and any optional cash payment received from the
participant will be applied to the purchase of additional shares of Common
Stock for the participant's account. If an employee participant chooses to
participate by optional cash payments only, payroll deductions will not be made
and any optional cash payment received from the participant will be applied to
the purchase of additional shares of Common Stock for the participant's
account. In either case, however, and subject to a participant's election to
receive in cash a specified percentage of dividends on shares in the
participant's Plan account as described in Question #18, dividends payable on
shares of Common Stock credited to the account of the participant under the
Plan will be automatically reinvested in additional shares of Common Stock.
6
<PAGE>
An initial optional cash payment may be made by a participant when enrolling
by enclosing a check with the Authorization Form. CHECKS SHOULD BE MADE PAYABLE
TO PP&L, AGENT, and returned along with the Authorization Form in the envelope
provided. Thereafter, optional cash payments may be invested by the use of the
cash payment form attached to each Statement of Account sent to participants.
8. WHAT ARE THE LIMITATIONS ON MAKING OPTIONAL CASH PAYMENTS?
The option to make cash payments is available to each participant at any
time. Optional cash payments made by a participant cannot exceed a total of
$80,000 in a calendar year. Optional cash payments must be received by PP&L by
the 25th day of a month to be invested as of the first business day of the
following month. The same amount of money need not be sent each month or
quarter and there is no obligation to make an optional cash payment each month
or quarter.
9. WHEN WILL SHARES BE PURCHASED WITH OPTIONAL CASH PAYMENTS?
Optional cash payments will be invested monthly.
In the case of shares purchased in the open market or from participants who
wish to sell their shares, such investment will be made no later than the 10th
day of the month following the month in which such payments are received, or
deemed to be received, by PP&L, subject to any applicable requirements of
Federal securities laws affecting the timing and manner of purchases of Common
Stock for the Plan.
By completing the purchase of shares by the 10th day of the month following
the month in which optional cash payments are received, PP&L will be able to
inform participants on a timely basis of the relevant information concerning
their investment in the Common Stock. In acquiring Common Stock for the Plan
through market purchases, the number of shares that can be purchased in the
market on a particular day may be limited by Federal securities law and market
considerations. As a result, it may be necessary to purchase a portion of the
shares needed to meet optional cash payments in advance of the time such cash
payments are received by PP&L to be able to provide Statements of Account to
participants on a timely basis. The exact timing of purchases made in advance
of the receipt of optional cash payments--as well as the number of shares so
purchased--will depend upon the amount of cash payments expected to be invested
as well as Federal securities law and market considerations.
In the case of newly issued shares of Common Stock, the investment date for
optional cash payments will be the first day in each month on which the New
York Stock Exchange is open for trading.
Optional cash payments received after the 25th day of a month will be deemed
to have been received in, and held by PP&L until, the next month. SINCE NO
INTEREST WILL BE PAID ON OPTIONAL CASH PAYMENTS, YOU ARE STRONGLY URGED TO MAKE
YOUR OPTIONAL CASH PAYMENTS SHORTLY BEFORE THE 25TH DAY OF THE MONTH. HOWEVER,
YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE THAT YOUR OPTIONAL CASH PAYMENT WILL
BE RECEIVED BY THE 25TH DAY OF THE MONTH. If the 25th day of the month is a
Saturday, Sunday or holiday, the deadline for the receipt of optional cash
payments will be the next business day.
7
<PAGE>
Optional cash payments will be refunded if a written request for refund is
received by PP&L on or before the last day of the month. If the last day of the
month is a Saturday, Sunday or holiday, the deadline for the receipt of a
refund request will be the preceding business day.
OPENING NEW ACCOUNTS
10. CAN A SHAREOWNER OPEN A NEW ACCOUNT IN THE NAME OF ANOTHER PERSON?
Yes. A shareowner may direct PP&L to open a new account in the name of any
other person--for example, a family member. To open the account, the
participant simply submits a New Account Form, with the name and signature of
the participant and the name, address, social security number and signature of
the person for whom the new account is being opened, along with a check for the
initial optional cash payment. The initial optional cash payment to the new
account is subject to the limitations described in Question #8 and will be
invested in accordance with Question #9. At that time, the designated person
will become a full participant in the Plan.
PARTICIPATION BY EMPLOYEES
11. HOW DOES AN EMPLOYEE PARTICIPATE?
An employee may join the Plan at any time by completing an Authorization Form
and returning it to PP&L.
12. WHAT DOES THE EMPLOYEE AUTHORIZATION FORM PROVIDE?
The employee Authorization Form allows each employee to decide the extent to
which he wants to participate in the Plan. By checking the appropriate box on
the Authorization Form, an employee may indicate whether he wants to (a) invest
in shares of Common Stock through automatic payroll deductions and/or (b)
participate in the Plan by making optional cash payments only.
13. WHAT ABOUT PAYROLL DEDUCTIONS?
Payroll deduction authorizations will be for an indefinite period of time.
The employee will specify on the Authorization Form the amount to be withheld
from his pay each month. The minimum monthly deduction is $2.00.
Payroll deductions will be invested monthly in the same manner as optional
cash payments. One-half of the deduction will be withheld from the employee's
pay for the first pay period ended in each month and the remainder from the
employee's pay for the second pay period ended in each month. In the event that
there is a third pay period in any month, no deduction will be made for that
pay period.
14. HOW DO I CHANGE MY PAYROLL DEDUCTION?
The amount of payroll deduction can be revised, changed or terminated at any
time by written notice to Pennsylvania Power & Light Company, Investor Services
Department, Two North Ninth Street, Allentown, PA 18101 or by completing an
Authorization Form and returning it to PP&L. Commencement, revision or
termination of deductions will become effective as soon as practicable after an
employee's request is received by PP&L.
8
<PAGE>
PURCHASES
15. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR PARTICIPANTS?
The number of shares to be purchased for the participant's account depends on
the amount of the participant's dividends, including dividends on shares
credited to the participant's account under the Plan, the amount of any
optional cash payments and the purchase price of the shares of Common Stock. In
the case of an employee participant, the number of shares to be purchased also
depends on the amount of the employee's payroll deduction. Each participant's
account will be credited with that number of shares, including fractions
computed to three decimal places, equal to the total amount to be invested
divided by the applicable purchase price.
16. WHAT WILL BE THE PRICE OF SHARES OF COMMON STOCK PURCHASED UNDER THE PLAN?
Shares of Common Stock purchased for Plan participants may be newly issued
shares of Common Stock. In addition, shares of Common Stock purchased for Plan
participants may be acquired in the open market or from participants who wish
to sell their shares.
Purchases of shares in the open market will be made at then current market
prices and may be made on any securities exchange where the Common Stock is
traded, in the over-the-counter market or in negotiated transactions and may be
on such terms as the broker selected by Resources for such purpose may
determine. Shares of Common Stock may also be purchased from Plan participants
as provided in Questions #27 and #28.
The purchase price for shares acquired in the open market or from Plan
participants who wish to sell their shares will be the average price of all
shares purchased for the Plan (adjusted as described below). To the extent that
shares of Common Stock are purchased in advance of a dividend payment date or
in advance of the receipt by PP&L of optional cash payments or employee payroll
deductions, PP&L will advance the funds for those purchases through its normal
short-term borrowing facilities. In that event, the interest costs incurred by
PP&L (offset by any dividends payable on unallocated shares purchased for the
Plan prior to an ex-dividend date) will be allocated over the total number of
shares purchased with such reinvested dividends, optional cash payments or
employee payroll deductions and included in the price paid by participants.
The purchase price for newly issued shares of Common Stock will be the
average of the high and low sale prices of the Common Stock on the investment
date as reported by The Wall Street Journal (as Composite Transactions). If no
trading occurs in the Common Stock on the investment date, the purchase price
will be the average of the last bid and asked prices on the New York Stock
Exchange on that date.
17. WHAT PERCENTAGE OF THE PURCHASE PRICE MAY CONSTITUTE INTEREST COSTS
RESULTING FROM ADVANCE PURCHASES OF SHARES?
Based on an estimated short-term interest rate for PP&L of 6.25% and an
estimated market price of $20 per share for the Common Stock, the interest cost
included in the purchase price paid by participants for shares acquired in the
open market or from participants who desire to sell their shares
9
<PAGE>
would be less than one cent per share for each day that such share is purchased
in advance. It is currently expected that purchases would not be made more than
25 days in advance. If purchases were made 25 days in advance and based on the
above assumptions, the interest cost that would be included in the purchase
price paid by participants would be less than 1% of the purchase price.
This example uses assumed numbers to put into perspective the interest costs
that could be included in the purchase price paid by participants. The actual
amount of interest included in the purchase price paid by participants will
depend upon the then current price of the Common Stock, the interest rates
incurred by PP&L for its short-term borrowings and the number of days that
purchases are made in advance.
The interest cost applicable to the purchase of shares under the Plan will be
calculated by PP&L and included in the price for shares, as reported on each
participant's Statement of Account. No separate payment will be required to be
made by participants for any such interest costs.
When newly issued shares of Common Stock are issued to meet Plan
requirements, no purchases will be made in advance of an investment date. As a
result, when newly issued shares of Common Stock are used to meet Plan
requirements, no interest charges will be included in the purchase price paid
by participants.
18. MAY I HAVE DIVIDENDS ON SHARES HELD IN THE PLAN SENT DIRECTLY TO ME?
Yes. A participant may elect to receive cash dividends on all or any portion
of shares of Common Stock held by PP&L for the account of a participant. Cash
dividends will be paid by check on the regular payment date for dividends on
the Common Stock--January 1, April 1, July 1 and October 1 of each year. As an
alternative to the receipt of a dividend check, the participant may arrange to
have such dividends directly deposited into a bank account selected by the
participant. Information concerning the direct deposit of dividends may be
obtained by contacting PP&L's Investor Services Department at the address or
toll-free telephone number shown below.
The election to receive a portion of a participant's Plan dividends in cash
may be made by sending a written request to Pennsylvania Power & Light Company,
Investor Services Department, Two North Ninth Street, Allentown, PA 18101 or by
calling the Investor Services Department toll-free at 800/345-3085. Such
request should specify the portion of dividends paid on a participant's Plan
shares--stated as a percentage of such dividends--to be received in cash. A
request to receive a specified dollar amount of dividends in cash or dividends
with respect to a specific number of shares will not be accepted. Once made, an
election will remain in effect until changed by the participant.
In the absence of receipt of notice from a participant to receive cash
dividends on all or any portion of the shares held in the participant's Plan
account, all dividends credited to that account will be reinvested.
10
<PAGE>
Notice of such an election must be received by PP&L not later than the 10th
day of the month preceding a dividend payment date to be effective for that
dividend payment date. For example, in order to receive a portion of the
January 1 dividend in cash, notice of the participant's election specifying the
percentage of dividends to be received in cash must be received by PP&L by
December 10. If notice of such election is received after December 10, the
dividend payable January 1 will be governed by any prior election made by the
participant and the new election will take effect beginning with the dividend
payable April 1. In the case where the participant had not previously made such
an election, all of the participant's January 1 dividends will be reinvested.
This feature of the Plan also makes it possible for shareowners who have
Common Stock certificates registered in their names to have those certificates
transferred to the Plan for safekeeping and to continue to receive quarterly
dividends by check or direct deposit. See Question #23. To do so, the shares
represented by such certificates must be transferred to the participant's
account in the Plan accompanied by a request to receive in cash a specified
percentage of all dividends paid on the participant's Plan shares. Information
and the forms necessary to enroll in the safekeeping features of the Plan may
be obtained by contacting PP&L's Investor Services Department at the address or
toll-free telephone number shown above.
REPORTS TO PARTICIPANTS
19. HOW WILL PARTICIPANTS BE ADVISED OF THEIR PURCHASE OF STOCK?
As soon as practicable after each purchase, a participant will receive a
Statement of Account. The Statements of Account are a participant's continuing
record of the cost of his purchases and should be retained for tax purposes. In
addition, each participant will receive copies of communications sent to every
other shareowner, including the shareowner newsletter, quarterly financial
review, annual report, notice of annual meeting and proxy statement and income
tax information for reporting dividends paid.
DIVIDENDS
20. WILL PARTICIPANTS BE CREDITED WITH DIVIDENDS ON SHARES HELD IN THEIR
ACCOUNT UNDER THE PLAN?
Yes. Resources and PP&L pay dividends, as declared, to the record holders of
all shares of their stock. As the record holder for participants, PP&L, as
agent, will receive dividends for all Plan shares held on the record date.
Subject to a participant's election to receive in cash a specified percentage
of dividends on shares in the participant's Plan account as described in
Question #18, PP&L will credit dividends to participants on the basis of full
and fractional shares held in their accounts, and such dividends will be
reinvested in additional shares of Common Stock.
CERTIFICATES FOR SHARES
21. WILL STOCK CERTIFICATES BE ISSUED FOR SHARES OF COMMON STOCK PURCHASED?
Normally, certificates for shares of Common Stock purchased under the Plan
will not be issued to participants. The number of shares credited to an account
under the Plan, including shares transferred
11
<PAGE>
to a participant's account pursuant to the certificate safekeeping features of
the Plan, will be shown on the participant's Statement of Account. This
additional service protects against loss, theft or destruction of stock
certificates.
Certificates for any number of shares up to the number of full shares
credited to an account under the Plan will be issued upon written request of a
participant who wishes to remain in the Plan. The form on the participant's
Statement of Account may be used for this purpose. The request should be mailed
to Pennsylvania Power & Light Company, Investor Services Department, Two North
Ninth Street, Allentown, PA 18101. Any remaining full shares and fractional
share will continue to be credited to the participant's account.
Shares credited to the account of a participant under the Plan may not be
pledged. A participant who wishes to pledge such shares must request that
certificates for such shares be issued in his name.
Certificates for fractional shares will not be issued under any
circumstances.
22. IN WHOSE NAME WILL ACCOUNTS BE MAINTAINED AND CERTIFICATES REGISTERED WHEN
ISSUED?
Accounts for shareowner participants will be maintained in the participants'
names as shown on the shareowner records of Resources or PP&L at the time the
participants join the Plan. Accounts for employee participants will be
maintained in the name(s) indicated on the Authorization Form. When issued,
certificates for full shares will be registered in the account name.
Upon written request, certificates also can be registered and issued in names
other than the account name subject to compliance with any applicable laws and
the payment by the participant of any applicable taxes, provided that the
request bears the signature of the participant and the signature is guaranteed
by a financial institution which is a participant in a medallion signature
guarantee program.
TRANSFER OF SHARES TO THE PLAN FOR SAFEKEEPING
23. MAY A PARTICIPANT TRANSFER SHARES OF COMMON STOCK REGISTERED IN HIS NAME TO
HIS PLAN ACCOUNT FOR SAFEKEEPING?
Yes. Participants may elect to have shares of Common Stock registered in
their names held by the Plan for safekeeping. To participate in the safekeeping
features of the Plan, Common Stock certificates must be forwarded to, and
registered in the name of, PP&L, as agent for Plan participants. Shares
represented by such certificates will be credited to the participant's account
in the Plan. Subject to a participant's election to receive in cash a specified
percentage of dividends on shares in the participant's Plan account as
described in Question #18, dividends paid on all such shares of Common Stock
must be reinvested.
To take advantage of the certificate safekeeping features of the Plan, a
participant must submit the certificates to PP&L, together with a completed
Letter of Transmittal. The Letter of Transmittal, together with detailed
instructions, will be provided to participants upon request. Such request may
be made by writing to Pennsylvania Power & Light Company, Investor Services
Department, Two North Ninth Street, Allentown, PA 18101 or by calling the
Investor Services Department toll-free at 800/345-3085.
12
<PAGE>
The method used to submit certificates for safekeeping is at the option and
risk of the participant. If certificates are mailed, insured registered mail is
suggested for the participant's protection. THE CERTIFICATES SHOULD NOT BE
ENDORSED.
Shares of Common Stock held by the Plan for safekeeping are protected against
loss, theft and inadvertent destruction. Such shares may be withdrawn or sold
at any time in accordance with the procedures described in Questions #27 and
#28.
The certificate safekeeping features apply only to Common Stock. Shares of
Preferred Stock are not eligible for the safekeeping features of the Plan.
CHANGING METHOD OF PARTICIPATION AND WITHDRAWAL
24. HOW DOES A PARTICIPANT CHANGE HIS METHOD OF PARTICIPATION?
A participant may change his method of participation at any time by
completing an Authorization Form and returning it to PP&L or by submitting a
written request to Pennsylvania Power & Light Company, Investor Services
Department, Two North Ninth Street, Allentown, PA 18101.
25. MAY A PARTICIPANT WITHDRAW FROM THE PLAN?
Yes. The Plan is entirely voluntary and a participant may withdraw at any
time.
If the request to withdraw is received by PP&L on or before the last day of
the month, the amount of the dividend, any optional cash payment and, in the
case of employee participants, payroll deductions which would otherwise have
been invested will be paid as soon as practicable to the withdrawing
participant. Thereafter, all dividends will be paid in cash and no payroll
deductions will be made. A shareowner or employee may elect to re-enroll in the
Plan at any time.
26. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?
In order to withdraw from the Plan, a participant must notify PP&L in writing
that he wishes to withdraw. Written notice should be addressed to Pennsylvania
Power & Light Company, Investor Services Department, Two North Ninth Street,
Allentown, PA 18101. Written notice may also be provided by completing the form
on the Statement of Account and returning that form to PP&L.
27. WHAT OPTIONS ARE AVAILABLE TO A PARTICIPANT WHO WITHDRAWS FROM THE PLAN?
Upon withdrawing from the Plan, a participant may elect to:
(a) receive a certificate for all of the full shares credited
to his account in the Plan and a check for any fractional
share; or
(b) request that all of the full and any fractional shares
credited to his account in the Plan be sold; or
(c) receive a certificate for any portion of the full shares
credited to his account and sell any shares (both full and
fractional) remaining in his account in the Plan after the
certificate is issued.
The withdrawing participant must notify PP&L in writing of his election. The
form on the participant's Statement of Account may be used for this purpose.
If a participant elects to receive a certificate for all of the full shares
credited to his account in the Plan, the check for any fractional share will be
based on the sale price of the fractional share.
13
<PAGE>
If a withdrawing participant requests that his full and fractional shares be
sold, PP&L, unless such shares are needed to meet Plan requirements, will place
a sale order for such shares, within seven business days after the receipt of
the request, for the participant's account through a fiduciary institution
selected by PP&L. The participant will receive the proceeds of the sale less
any brokerage commission and any applicable transfer tax.
From time to time, shares being sold by withdrawing participants may be
needed to meet Plan requirements. In that event, the withdrawing participant's
full and fractional shares will be purchased by the Plan. The price paid to the
withdrawing participant will be equal to the average of the high and low sale
prices of the Common Stock on the day the participant's request is received by
PP&L's Investor Services Department, as reported by The Wall Street Journal (as
Composite Transactions). If a participant's request is received on a day for
which The Wall Street Journal does not publish the high and low sale prices of
the Common Stock, the price for shares purchased by the Plan will be the
average of the high and low sale prices for the day next reported by The Wall
Street Journal (as Composite Transactions). The participant will receive the
proceeds of the sale less any applicable transfer tax. There will be no
brokerage commissions charged in connection with such sales. At such times as
Resources elects to meet Plan requirements with newly issued shares of Common
Stock, a participant's full or fractional shares will not be purchased for the
Plan. In those circumstances, sales of a withdrawing participant's shares will
be handled only in the manner described in the preceding paragraph.
28. MAY A PARTICIPANT REQUEST THAT SHARES HELD IN HIS PLAN ACCOUNT BE SOLD
WITHOUT WITHDRAWING FROM THE PLAN?
Yes. A participant may, if he desires, request in writing that all or any
part of the full (but not fractional) shares credited to his account in the
Plan be sold without such participant having to withdraw from the Plan. The
form on the participant's Statement of Account may be used for this purpose.
If a participant requests that his full shares be sold, PP&L, unless such
shares are needed to meet Plan requirements, will place a sale order for such
shares, within seven business days after the receipt of the request, for the
participant's account through a fiduciary institution selected by PP&L. The
participant will receive the proceeds of the sale less any brokerage commission
and any applicable transfer tax.
From time to time, shares being sold by participants may be needed to meet
Plan requirements. In that event, the participant's full shares will be
purchased by the Plan. The price paid to the selling participant will be equal
to the average of the high and low sale prices of the Common Stock on the day
the participant's request is received by PP&L's Investor Services Department,
as reported by The Wall Street Journal (as Composite Transactions). If a
participant's request is received on a day for which The Wall Street Journal
does not publish the high and low sale prices of the Common Stock, the price
for shares purchased by the Plan will be the average of the high and low sale
prices for the day next reported by The Wall Street Journal (as Composite
Transactions). The participant will receive the proceeds of the sale less any
applicable transfer tax. There will be no brokerage commissions charged
14
<PAGE>
in connection with such sales. At such times as Resources elects to meet Plan
requirements with newly issued shares of Common Stock, a participant's full
shares will not be purchased for the Plan. In those circumstances, sales of a
participant's shares will be handled only in the manner described in the
preceding paragraph.
Dividends paid on any full or fractional shares remaining in the
participant's account will continue to be reinvested in accordance with the
terms of the Plan.
29. MAY A PARTICIPANT TERMINATE HIS PARTICIPATION THROUGH PAYROLL DEDUCTIONS OR
DIVIDEND REINVESTMENTS AND STILL REMAIN IN THE PLAN?
Yes. A participant who terminates payroll deductions or the reinvestment of
dividends paid on shares registered in his name may leave his shares in the
Plan. Subject to a participant's election to receive in cash a specified
percentage of dividends on shares in the participant's Plan account as
described in Question #18, dividends paid on shares left in the Plan will
continue to be automatically reinvested for his account. The participant may
also continue to make optional cash payments.
OTHER INFORMATION
30. WHAT HAPPENS WHEN A PARTICIPANT SELLS OR TRANSFERS ALL OF THE SHARES
EVIDENCED BY CERTIFICATES REGISTERED IN HIS NAME?
If a participant disposes of all shares registered in his name in certificate
form, dividends on the shares held for the participant's account under the Plan
will continue to be reinvested unless otherwise instructed by the participant.
31. WHAT HAPPENS IF RESOURCES ISSUES A STOCK DIVIDEND OR DECLARES A STOCK
SPLIT?
Any stock dividend or split shares distributed by Resources on shares
credited to the account of a participant under the Plan will be credited to the
participant's account. Stock dividends or split shares distributed on shares
held directly by participants will be mailed to such participants in the same
manner as to shareowners who are not participating in the Plan.
32. HOW WILL A PARTICIPANT'S SHARES HELD UNDER THE PLAN BE VOTED AT MEETINGS OF
SHAREOWNERS?
If shares registered in the name of a participant in the Plan are voted by
him on any matter submitted to a meeting of shareowners, PP&L will vote any
shares held in the participant's account under the Plan in accordance with the
participant's proxy or instructions for the shares registered in his name. If
no shares are registered in a participant's name, shares credited to the
account of a participant under the Plan will be voted in accordance with
instructions of the participant given on an instruction form which will be
furnished to the participant. If the participant desires to vote in person at
the meeting, a proxy for shares credited to his account under the Plan may be
obtained upon written request received by PP&L at least 15 days before the
meeting.
If no instructions are received on a returned proxy card or instruction form,
properly signed, with respect to any item thereon, all of a participant's
shares--those registered in his name, if any, and
15
<PAGE>
shares credited to his account under the Plan--will be voted in the same manner
as for non-participating shareowners who return proxies and do not provide
instructions--in accordance with the recommendations of the Board of Directors
of Resources. If the proxy card or instruction form is not returned or if it is
returned unsigned, none of the participant's shares will be voted unless the
participant votes in person.
33. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
A participant will be treated for Federal income tax purposes as having
received on each dividend payment date the full amount of cash dividends
payable on that date with respect to shares registered in his name and shares
credited to his account under the Plan, even though that amount was not
actually received by the participant in cash, but instead was applied to the
purchase of shares of Common Stock for the participant's account.
The Internal Revenue Service has published a ruling of general application to
the effect that a participant's share of brokerage commissions applicable to
shares purchased in the open market (which will be paid by Resources) is also
taxable as dividend income to that participant. That amount will be reported to
the participant annually on Form 1099.
A participant's tax cost basis for shares purchased pursuant to the Plan will
be equal to the price paid by the participant for such shares (including any
interest costs associated with advance purchases), increased by the amount of
any brokerage commissions attributable to the purchase of such shares. Because
interest costs associated with advance purchases are included in the
participant's tax cost basis, such interest costs are not deductible by the
participant for Federal income tax purposes. The shares will have a holding
period beginning on the day the shares are allocated to the participant's
account. The participant's Statement of Account will show the tax cost basis
for the current transaction and the date shares were allocated to the
participant's account.
A participant will not recognize any taxable income when he receives
certificates for full shares credited to his account either upon his request
that such certificates be issued or upon withdrawal from the Plan or the
termination of the Plan by Resources. However, a participant must recognize
gain or loss when full shares credited to his account under the Plan are sold
either at the request of the participant or by the participant himself after
certificates for such shares have been registered in his name. A participant
must also recognize gain or loss when he receives a cash payment for any
fractional share credited to his account upon withdrawal from the Plan or the
termination of the Plan by Resources. The amount of the gain or loss is the
difference between the amount which the participant receives for his shares (or
fractional share) and the tax cost basis thereof.
In the case of those foreign shareowners whose dividends are subject to
United States tax withholding or in the case of domestic shareowners whose
dividends are subject to the 31% backup withholding tax, the amount applied to
the purchase of shares will be equal to the amount of dividends to be
reinvested less the amount of any tax required to be withheld. The regular
Statement of Account confirming purchases will indicate the amount of any tax
withheld.
16
<PAGE>
34. MAY THE PLAN BE CHANGED OR DISCONTINUED?
Resources reserves the right to make modifications to the Plan. It also
reserves the right to suspend or terminate the Plan at any time. Any such
modification, suspension or termination will be announced to both participating
and nonparticipating shareowners. If the Plan should be terminated by
Resources, any shares of Common Stock purchased under the Plan which have not
been allocated to participants' accounts at the termination date will be sold
in the open market subject to any applicable requirements of law affecting the
timing and manner of sale of such Common Stock.
35. WHAT ARE THE RESPONSIBILITIES OF RESOURCES AND PP&L UNDER THE PLAN?
In administering the Plan, Resources and PP&L will not be liable for any act
done in good faith or for any omission to act in good faith, including, without
limitation, any claim of liability arising out of failure to terminate a
participant's account upon that participant's death or with respect to the
prices or times at which shares are purchased or sold for participants or the
sources from which such shares are purchased or sold; provided, however, that
the foregoing will not limit any liability of either Resources or PP&L under
the Federal securities laws.
Participants should recognize that neither Resources nor PP&L can assure them
of a profit or protect them against a loss on the shares purchased under the
Plan.
36. WHO INTERPRETS AND REGULATES THE PLAN?
Resources and PP&L reserve the right to interpret and regulate the Plan as
may be necessary or desirable in connection with the operation of the Plan.
----------------
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 PP&L 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.
17
<PAGE>
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 Resources. 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 Resources since the date hereof.
18
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT CONTINUES TO MEET
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
AMENDMENT TO ITS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF ALLENTOWN, AND
COMMONWEALTH OF PENNSYLVANIA, ON THE 2ND DAY OF MAY, 1995.
PP&L Resources, Inc.
/s/ William F. Hecht
By: _________________________________
WILLIAM F. HECHT, CHAIRMAN,
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT TO
THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED ON THE 2ND DAY OF MAY, 1995.
SIGNATURE TITLE
--------- -----
/s/ William F. Hecht Principal Executive
- - ------------------------------------- Officer and Director
WILLIAM F. HECHT, CHAIRMAN,
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
/s/ R.E. Hill Principal Financial
- - ------------------------------------- Officer
R.E. HILL, SENIOR VICE PRESIDENT--
FINANCIAL AND TREASURER
/s/ J.J. McCabe Principal Accounting
- - ------------------------------------- Officer
J.J. MCCABE, CONTROLLER
RICHARD S. BARTON, E. ALLEN DEAVER, Directors
NANCE K. DICCIANI, WILLIAM J.
FLOOD, DANIEL G. GAMBET, ELMER D.
GATES, DEREK C. HATHAWAY, STUART
HEYDT, CLIFFORD L. JONES, JOHN T.
KAUFFMAN, ROBERT Y. KAUFMAN,
FRANK A. LONG, RUTH LEVENTHAL,
NORMAN ROBERTSON AND DAVID L.
TRESSLER
/s/ William F. Hecht
By __________________________________
WILLIAM F. HECHT, ATTORNEY-IN-FACT
19
<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.
<TABLE>
<S> <C>
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 Pennsylvania personal property tax (Reference is
made to Exhibit 5(a) filed herewith)
*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
</TABLE>
<PAGE>
Exhibit 5(a)
[LETTERHEAD OF PENNSYLVANIA POWER & LIGHT COMPANY APPEARS HERE]
May 2, 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. 33-49867 on Form S-3 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"), in connection with the assumption by Resources of PP&L's
Dividend Reinvestment Plan (the "Plan") and the shares of Resources' Common
Stock to be issued thereunder (the "Shares"), par value $.01 per share, 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 to be purchased in the open
market or from participants in the Plan have been legally issued and are fully
paid and nonassessable and that, when the appropriate action by the Board of
Directors or the Executive Committee of the Board of Directors has been taken
and when such Shares have been issued and sold and the purchase price paid
therefor, any newly issued shares to be purchased through the Plan will be
legally issued, fully paid and nonassessable.
I am further of the opinion that Resources' Common Stock 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 the post-effective amendment and, in may
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 under the captions "Certain Tax Matters," "Legal Opinions" and
"Experts." I also hereby give my consent to the use of my name, and reliance
upon the aforesaid opinion, in the opinion of Simpson Thacher & Bartlett, filed
as an exhibit to said post-effective amendment.
Very truly yours,
/s/ Michael A. McGrail
Michael A. McGrail
<PAGE>
Exhibit 5(b)
[SIMPSON THACHER & BARTLETT LETTERHEAD APPEARS HERE]
(212) 455-2000
May 2, 1995
PP&L Resources, Inc.
Two North Ninth Street
Allentown, Pennsylvania 10101
Ladies and Gentlemen:
With respect to the post-effective amendment no.1 to Registration Statement
No. 33-49867 on Form S-3 (the "Registration Statement") of Pennsylvania Power &
Light Company ("PP&L) being filed by PP&L Resources, Inc. (the "Company"),
relating to the assumption by the Company of PP&L's Dividend Reinvestment Plan
(the "Plan") and the shares of common stock, par value $.01 per share, of
Resources (the "Shares") to be registered under the Securities Act of 1933, as
amended, in connection therewith, we wish to advise you as follows:
We are of the opinion that the Shares to be acquired by participants in the
Plan that are purchased in the open market or from other participants have been
legally issued and are fully paid and nonassessable and that, when appropriate
action has been taken by the Board of Directors or the Executive Committee of
the Board of Directors of the Company and when such Shares have been issued and
sold and the purchase price paid therefor, any newly issued Shares to be
acquired by participants in the Plan will be legally issued, fully paid and
nonassessable.
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 as an exhibit to the Registration Statement.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ SIMPSON THACHER & BARTLETT
SIMPSON THACHER & BARTLETT
<PAGE>
Exhibit 23(a)
[LETTERHEAD OF DELOITTE & TOUCHE LLP APPEARS HERE]
INDEPENDENT AUDITORS' CONSENT
- - -----------------------------
We consent to the incorporation by reference in this post-effective amendment to
Registration Statement No. 33-49867 of Pennsylvania Power & Light Company on
Form S-3 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 1, 1995
<PAGE>
Exhibit 24
PP&L RESOURCES, INC.
DIVIDEND REINVESTMENT 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. 33-49867, 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.
<PAGE>
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
