<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 1995
REGISTRATION NO. 33-59405
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
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, PENNSYLVANIA 18101
610/774-5151
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: At such time
or times after the effective date of this Registration Statement as the
registrant shall determine based on market conditions and other factors.
----------------
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE
FOLLOWING BOX. [X]
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
NUMBER OF MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SHARES TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(A) PRICE(A)(B) FEE(B)
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<S> <C> <C> <C> <C>
Common Stock, $.01 par
value................. 6,500,000 $25.00 $18,750,000 $6,465.52
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</TABLE>
(a) For the purpose of calculating the registration fee only. The price
shown is based on the average of the high and low sales prices for the
Common Stock on the New York Stock Exchange consolidated tape on
December 15, 1995 in accordance with Rule 457(c).
(b) Represents the registration fee for 750,000 additional shares.
Registration fee for 5,750,000 shares was previously paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE>
[LOGO OF PP&L 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 December 21, 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 Report on Form 10-Q for the period ended March 31,
1995 and Resources' Quarterly Reports on Form 10-Q for the periods
ended June 30, 1995 and September 30, 1995.
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. PP&L's Current Reports on Form 8-K dated February 1, 1995 and
February 27, 1995 and Resources' Current Reports on Form 8-K dated
April 27, 1995 and October 6, 1995.
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,
Resources assumed PP&L's Dividend Reinvestment Plan.
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
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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
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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.
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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
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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
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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
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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.
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<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.
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<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
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<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
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<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.
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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.
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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.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee.............. $ 6,466
Printing and engraving........................................... 50,000
Legal fees....................................................... 7,500
Accounting fees.................................................. 3,000
Postage.......................................................... 35,000
Miscellaneous.................................................... 3,034
--------
Total.......................................................... $105,000
========
</TABLE>
- --------
All of the above except the Securities and Exchange Commission registration
fee are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 7.01 of the By-laws of the registrant 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 persons; 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
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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 prosecuting 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, by-
law 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 registrant may also be indemnified in certain
circumstances pursuant to the statutory provisions of general application
contained in Pennsylvania law.
The registrant 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
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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 16. EXHIBITS.
Reference is made to the information contained in the Exhibit Index filed as
part of this Registration Statement, 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 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement;
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Act");
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
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 registrant 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 Registration Statement.
(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 undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be deemed to be
a new registration statement 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.
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Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions of the By-laws of the registrant and the provisions
of Pennsylvania law described under Item 15 above, the registrant 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 registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant 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 registrant 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.
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<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 21ST DAY OF DECEMBER, 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 AMENDMENT TO
THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED ON THE 21ST DAY OF DECEMBER, 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
Directors
E. ALLEN DEAVER, 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
By /s/ William F. Hecht
----------------------------------
WILLIAM F. HECHT, ATTORNEY-IN-FACT
II-5
<PAGE>
PP&L RESOURCES, INC.
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
--Consent of Michael A. McGrail, Esq. (Reference is made to Exhibit 5(a) filed
23(b) 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)
[PENNSYLVANIA POWER AND LIGHT COMPANY LETTERHEAD APPEARS HERE]
Michael A. McGrail
Senior Counsel
610/774-5644
FAX: 610/774-6726
December 21, 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 affairs of PP&L Resources, Inc., the parent
company of PP&L (the "Company").
With respect to Amendment No. 1 to the Registration Statement on Form
S-3 (the "Registration Statement") to be filed by the Company 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 registration by the
Company of 6,500,000 shares of its Common Stock (the "Shares"), par value $.01
per share, to be purchased from time to time by participants under a Dividend
Reinvestment Plan (the "Plan"), I wish to advise you as follows:
I am of the opinion that the Company 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 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 purchased through the Plan
will be legally issued, fully paid and nonassessable.
I am of the opinion that the Common Stock of the Company 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 Registration Statement on Form S-3 to be
filed with the Securities and Exchange Commission in connection with the
registration of the Shares and, in my opinion, such statements are correct.
I hereby consent to the use of this opinion as an exhibit to said
Registration Statement and to the use of my name in the Registration Statement
and in the Prospectus constituting a part thereof under the captions "Certain
Tax Matters" and "Experts". I also hereby give my consent to the use of my name
in the opinion of Simpson Thacher & Bartlett, filed as Exhibit 5(b) to said
Registration Statement.
Very truly yours.
Michael A. McGrail
<PAGE>
Exhibit 5(b)
[LETTERHEAD OF SIMPSON THACHER & BARTLETT APPEARS HERE]
(212) 455-2000
December 21, 1995
PP&L Resources, Inc.
Two North Ninth Street
Allentown, Pennsylvania 18101
Dear Sirs:
With respect to Amendment No. 1 to the Registration Statement on Form S-3
(the "Registration Statement") of PP&L Resources, Inc. (the "Company"), relating
to 6,500,000 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 Dividend Reinvestment Plan
(the "Plan"), 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,
SIMPSON THACHER & BARTLETT
<PAGE>
Exhibit 23(a)
[Deloitte & Touche LLP letterhead]
INDEPENDENT AUDITORS' CONSENT
- -----------------------------
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 33-59405 of PP&L Resources, Inc. 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 Amendment.
/s/ Deloitte & Touche LLP
December 21, 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, R. E. Hill, and Robert J. Grey
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, a registration statement
for the registration under provisions of the Securities Act of 1933, as amended,
and any other rules, regulations or requirements of the Securities and Exchange
Commission in respect thereof, of not in excess of 6.5 million shares of Common
Stock of PP&L Resources, Inc. to be distributed in connection with its Dividend
Reinvestment Plan; and any and all amendments thereto, 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 25th day of October, 1995.
/s/ E. Allen Deaver L.S. /s/ Clifford L. Jones L.S.
- -------------------------------- ---------------------------------
E. Allen Deaver Clifford L. Jones
/s/ William J. Flood L.S. /s/ John T. Kauffman L.S.
- -------------------------------- ---------------------------------
William J. Flood John T. Kauffman
/s/ Daniel G. Gambet L.S. /s/ Robert Y. Kaufman L.S.
- -------------------------------- ---------------------------------
Daniel G. Gambet Robert Y. Kaufman
/s/ Elmer D. Gates L.S. /s/ Ruth Leventhal L.S.
- -------------------------------- ---------------------------------
Elmer D. Gates Ruth Leventhal
/s/ Derek C. Hathaway L.S. /s/ Frank A. Long L.S.
- -------------------------------- ---------------------------------
Derek C. Hathaway Frank A. Long
/s/ William F. Hecht L.S. /s/ Norman Robertson L.S.
- --------------------------------- ---------------------------------
William F. Hecht Norman Robertson
/s/ Stuart Heydt L.S. /s/ David L. Tressler L.S.
- -------------------------------- ---------------------------------
Stuart Heydt David L. Tressler
