Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
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)
DIRECTORS DEFERRED COMPENSATION PLAN
(Full title of plan)
John R. Biggar, Vice President - Finance and Treasurer
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)
CALCULATION OF REGISTRATION FEE
Proposed
maximum Proposed
Title of each class offering maximum Amount of
of securities to be Amount to be price per aggregate registration
registered registered unit* offering price* fee
Common Stock, $.01
par value 200,000 shs. $24.125 $4,825,000 $1,663.80
*Only for the purpose of calculating the registration fee. In accordance
with Rule 457(c), the price shown is based on sale prices on March 22,
1996 for securities of the same class as those to be delivered.
<PAGE>
200,000 Shares
PP&L RESOURCES, INC.
Common Stock
This Prospectus relates to up to 200,000 shares of Common Stock, par
value $.01 per share (the "Common Stock"), of PP&L Resources, Inc. (the
"Company") which have been and may be distributed to a participant pursuant to
the Company's Directors Deferred Compensation Plan, as amended (the "Plan"),
some of which may be offered from time to time hereby by the persons named
under "Selling Shareowners" herein. Sales of the shares which may be offered
by this Prospectus may be made from time to time on the New York or
Philadelphia Stock Exchanges at prices and on terms then obtainable. The
Company will receive no part of the proceeds of any sales of shares which may
be offered hereunder. See "Selling Shareowners" herein for information
concerning the Selling Shareowners.
The Selling Shareowners and brokers acting on their behalf may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933,
as amended, in which event commissions received by such brokers may be deemed
to be underwriting commissions under such Act.
The Company will pay all expenses incurred by it in connection with
this offering.
The Company's Common Stock is traded on the New York and Philadelphia
Stock Exchanges under the symbol PPL. On March 22, 1996 the last reported sale
price per share for the Common Stock was $24.125.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is March 27, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549, and at
the following Regional Offices of the Commission: Suite 1400, 500 West Madison
Street, Chicago, IL 60661; and Seven World Trade Center, Suite 1306, New York,
NY 10048. Copies of this material can also be obtained at prescribed rates
from the Public Reference Section of the Commission at its principal office at
450 Fifth Street, N.W., Washington, DC 20549. The Common Stock is listed on
the New York and Philadelphia Stock Exchanges. Reports, proxy statements and
other information concerning the Company can be inspected and copied at the
respective offices of those exchanges at 20 Broad Street, New York, NY, and at
1900 Market Street, Philadelphia, PA. In addition, reports, proxy statements
and other information concerning the Company can be inspected at the offices of
the Company, Two North Ninth Street, Allentown, PA 18101.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated herein by reference and made
a part hereof:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1995.
2. The Company's Registration Statement on Form 8-B relating to the
Company's Common Stock.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 after the date of this
Prospectus and prior to the termination of the offering made by this Prospectus
shall be deemed to be incorporated by reference in this Prospectus and to be
part hereof from the date of filing of such documents (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents"). Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
COPIES OF THE DOCUMENTS REFERRED TO ABOVE (OTHER THAN EXHIBITS TO
SUCH DOCUMENTS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE
THEREIN) WILL BE FURNISHED UPON REQUEST WITHOUT CHARGE TO EACH PERSON TO WHOM
THIS PROSPECTUS IS DELIVERED. WRITTEN OR TELEPHONE REQUESTS SHOULD BE DIRECTED
TO PENNSYLVANIA POWER & LIGHT COMPANY, TWO NORTH NINTH STREET, ALLENTOWN, PA
18101, ATTENTION: INVESTOR SERVICES DEPARTMENT (800/345-3085).
THE COMPANY
The Company was incorporated under the laws of the Commonwealth of
Pennsylvania in 1994. The Company's general offices are located at Two North
Ninth Street, Allentown, PA 18101, and its telephone number is 610/774-5151.
<PAGE>
The Company is a holding company whose principal subsidiary,
Pennsylvania Power & Light Company ("PP&L"), serves approximately 1.2 million
customers in a 10,000 square mile territory in 29 counties of central eastern
Pennsylvania, with a population of approximately 2.6 million persons. This
service area has 129 communities with populations over 5,000, the largest of
which are the cities of Allentown, Bethlehem, Harrisburg, Hazleton, Lancaster,
Scranton, Wilkes-Barre and Williamsport. The Company also engages in
unregulated business activities through other subsidiaries. Such unregulated
activities are expected to include the construction and/or operation of power
plants in North America and elsewhere.
SECURITIES OFFERED HEREBY
This Prospectus relates to up to 200,000 shares of Common Stock that
have been and may be delivered to participants under the Plan, some of which
may be offered from time to time hereby by the Selling Shareowners.
USE OF PROCEEDS
The shares of Common Stock offered hereby are being sold by the
Selling Shareowners. The Company will not receive any of the proceeds from
such sales.
SELLING SHAREOWNERS
Each of the Selling Shareowners listed below is an outside director,
or former outside director, of the Company. None of the Selling Shareowners
either individually or as a group beneficially owns 1% or more of the
outstanding shares of the Company's Common Stock.
The Selling Shareowners may sell some or all of the shares
distributed or that may be distributed under the Plan pursuant to this
Prospectus, until such time as such shares become available for resale without
registration according to the terms of Rule 144(k) under the Securities Act of
1933, as amended. Inclusion of these individuals in the following list does
not constitute an acknowledgment by the Company or by any of these individuals
that any one of these persons is an affiliate (as that term is defined in Rule
144(a) or any other securities law or regulation) of the Company. The number
of shares set forth below with respect to each of these individuals represents
the number of shares which has been credited to the account of such individual
under the Plan as of the date of this Prospectus.
Number of Plan
Shares That May Be
Name Affiliation with the Company Offered Hereby
Richard S. Barton Former Director 105.930
E. Allen Deaver Director 2477.977
Nance K. Dicciani Director 481.884
William J. Flood Director 72.776
Daniel G. Gambet Director 72.776
<PAGE>
Elmer D. Gates Director 1005.007
Derek C. Hathaway Director 432.345
Stuart Heydt Director 970.647
Clifford L. Jones Director 72.776
John T. Kauffman Director 72.776
Robert Y. Kaufman Director 72.776
Ruth Leventhal Director 217.929
Norman Robertson Director 72.776
David L. Tressler Director 177.575
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 incorporated in this Prospectus
by reference to the Annual Report on Form 10-K of the Company for the year
ended December 31, 1995 have been so incorporated in reliance on the report of
Price Waterhouse LLP, independent public accountants, given on the authority of
said firm as experts in auditing and accounting.
Statements made herein and in the documents incorporated by reference
in this Prospectus as to matters of law and legal conclusions have been
reviewed by Michael A. McGrail, Esq., Senior Counsel of PP&L, and have been
made in reliance on his authority as an expert. Mr.McGrail is a full-time
employee of PP&L.
No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained in this Prospectus in
connection with the offer made by this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company. The Prospectus is not an offer to sell or a solicitation of an
offer to buy in any jurisdiction in which it is unlawful to make such an offer
or solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company since the date hereof.
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference and made
a part hereof:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1995.
2. The Company's Registration Statement on Form 8-B relating to the
Company's Common Stock.
All documents filed by the Company pursuant to Sections 13, 14 or
15(d) of the Securities Exchange Act of 1934 after the date of the Prospectus
and prior to the termination of the offering of the Common Stock offered hereby
shall be deemed to be incorporated by reference in the Prospectus and to be a
part hereof from the date of filing of such documents (such documents, and the
documents 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 the Prospectus to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
Item 4. Description of Securities
The Common Stock of the Company is registered under Section 12 of the
Securities Exchange Act of 1934.
Item 5. Interests of Named Experts and Counsel.
Statements made herein, in the information provided to Plan
participants, in the Selling Shareowners Prospectus and in the documents
incorporated by reference in this Registration Statement 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.
<PAGE>
Item 6. Indemnification of Directors and Officers.
Section 7.01 of the By-laws of the Company reads as follows:
"Section 7.01. Indemnification of Directors and Officers.
(a) Right to Indemnification. Except as prohibited by law, every
director and officer of the corporation shall be entitled as of right to be
indemnified by the corporation against reasonable expense and any liability
paid or incurred by such person in connection with any actual or threatened
claim, action, suit or proceeding, civil, criminal, administrative,
investigative or other, whether brought by or in the right of the corporation
or otherwise, in which he or she may be involved, as a party or otherwise, by
reason of such person being or having been a director or officer of the
corporation or by reason of the fact that such person is or was serving at the
request of the corporation as a director, officer, employee, fiduciary or other
representative of another corporation, partnership, joint venture, trust,
employee benefit plan or other entity (such claim, action, suit or proceeding
hereinafter being referred to as "action"). Such indemnification shall include
the right to have expenses incurred by such person in connection with an action
paid in advance by the corporation prior to final disposition of such action,
subject to such conditions as may be prescribed by law. Persons who are not
directors or officers of the corporation may be similarly indemnified in
respect of service to the corporation or to another such entity at the request
of the corporation to the extent the Board of Directors at any time denominates
such person as entitled to the benefits of this Section 7.01. As used herein,
"expense" shall include fee and expenses of counsel selected by such person;
and "liability" shall include amounts of judgments, excise taxes, fines and
penalties, and amounts paid in settlement.
(b) Right of Claimant to Bring Suit. If a claim under paragraph (a)
of this Section 7.01 is not paid in full by the corporation within thirty days
after a written claim has been received by the corporation, the claimant may at
any time thereafter bring suit against the corporation to recover the unpaid
amount of the claim, and, if successful in whole or in part, the claimant shall
also be entitled to be paid the expense of 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
<PAGE>
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 of 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 benefits of the
heirs and legal representatives of persons entitled to indemnification
hereunder and (4) shall be applicable to actions, suits or proceedings
commenced after the adoption hereof, whether arising from acts or omissions
occurring before or after the adoption hereof. The right of indemnification
provided for herein may not be amended, modified or repealed so as to limit in
any way the indemnification provided for herein with respect to any acts or
omissions occurring prior to the effective date of any such amendment,
modification or repeal."
Directors and officers of the Company may also be indemnified in
certain circumstances pursuant to the statutory provisions of general
application contained in Pennsylvania law.
The Company presently has insurance policies which, among other
things, include liability insurance coverage for officers and directors under
which officers and directors are covered against any "loss" by reason of
payment of damages, judgments, settlements and costs, as well as charges and
expenses incurred in the defense of actions, suits or proceedings. "Loss" is
specifically defined to exclude fines and penalties, as well as matters deemed
uninsurable under the law pursuant to which the insurance policy shall be
construed. The policies also contain other specific exclusions, including
illegally obtained personal profit or advantage, and dishonesty.
Item 7. Exemption from Registration Claimed.
Shares previously credited to the accounts of participants under the
Plan were so credited in reliance upon Section 4(2) of the Securities Act of
1933.
Item 8. Exhibits.
Reference is made to the information contained in the Exhibit Index
filed as part of this 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 9. Undertakings.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to
this Registration Statement;
<PAGE>
(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 Company pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") that are incorporated by reference in this
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 Company hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act that is incorporated by reference in this 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.
Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions of the By-laws of the Company and the
provisions of Pennsylvania law described under Item 6 above, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
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 27th day of March, 1996.
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 Registration Statement has been signed below by the following persons in
the capacities indicated on the 27th day of March, 1996.
Signature Title
Principal Executive
/s/ William F. Hecht Officer and Director
William F. Hecht, Chairman, President
and Chief Executive Officer
Principal Financial
/s/ R.E. Hill Officer
R.E. Hill, Senior Vice President-
Financial and Treasurer
Principal Accounting
/s/ J.J. McCabe Officer
J.J. McCabe, Vice President
and Controller
E. Allen Deaver, Nance K. Dicciani, William Directors
J. Flood, Daniel G. Gambet, Elmer D.
Gates, Derek C. Hathaway, Stuart
Heydt, Clifford L. Jones, John T.
Kauffman, Robert Y. Kaufman, Ruth
Leventhal, Frank A. Long, Norman
Robertson and David L. Tressler
By /s/ William F. Hecht
William F. Hecht, Attorney-in-fact
<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.
*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.
*23(a) --Consent of Deloitte & Touche LLP
*23(b) --Consent of Price Waterhouse LLP
23(c) --Consent of Michael A. McGrail, Esq. (Reference is made to
Exhibit 5(a) filed herewith)
23(d) --Consent of Simpson Thacher & Bartlett. (Reference is made to
Exhibit 5(b) filed herewith)
*24 --Power of Attorney
Exhibit 5(a)
[Letterhead of Pennsylvania Power & Light Company]
March 27, 1996
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 the Registration Statement on Form S-8 (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 200,000 shares of its Common Stock, par value $.01 per share (the
"Shares"), which have been or may be distributed to participants in the
Company's Directors Deferred Compensation 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 when the Shares have been
distributed to participants in accordance with the provisions of the Plan, such
shares will be legally issued, fully paid and nonassessable. For purposes of
the foregoing opinion, I have assumed that the Shares issued by the Company
after the date hereof that are later purchased by the Company for distribution
to participants in the Plan will, when originally issued by the Company, be
legally issued.
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-8
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.
<PAGE>
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,
/s/ Michael A. McGrail
Michael A. McGrail
Exhibit 5(b)
[Letterhead of Simpson Thacher & Bartlett]
March 27, 1996
PP&L Resources, Inc.
Two North Ninth Street
Allentown, Pennsylvania 18101
Dear Sirs:
With respect to the Registration Statement on Form S-8 (the
"Registration Statement") of PP&L Resources, Inc. (the "Company"), relating to
200,000 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 Directors Deferred Compensation
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 validly 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 validly
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.
<PAGE>
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
Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
PP&L Resources, Inc. on Form S-8 of our report dated February 3, 1995 on the
consolidated balance sheet and statements of preferred and preference stock and
long-term debt of Pennsylvania Power & Light Company and its subsidiaries as of
December 31, 1994, and the related consolidated statements of income,
shareowners' common equity, and cash flows for each of the two years in the
period ended December 31, 1994, prior to restatement, appearing in the Annual
Report on Forms 10-K of PP&L Resources, Inc. and Pennsylvania Power & Light
Company for the year ended December 31, 1995.
Deloitte & Touche LLP
Parsippany, New Jersey
March 27, 1996
Exhibit 23(b)
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 1, 1996
appearing on page 45 of PP&L Resources, Inc.'s Annual Report on Form 10-K for
the year ended December 31, 1995. We also consent to the reference to us under
the heading "Experts" in such Registration Statement.
Price Waterhouse LLP
Philadelphia, Pennsylvania
March 27, 1996
Exhibit 24
PP&L RESOURCES, INC.
DIRECTORS DEFERRED COMPENSATION 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 U. 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
200,000 shares of Common Stock of PP&L Resources, Inc. in connection with its
Directors Deferred Compensation 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 27th day of March, 1996.
/s/ E. Allen Deaver L.S. /s/ Stuart Heydt L.S.
E. Allen Deaver Stuart Heydt
/s/ David L. Tressler, L.S. /s/ Clifford L. Jones L.S.
David L. Tressler 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
