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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 27, 1997
PP&L Resources, Inc.
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(Exact name of registrant as specified in its charter)
PENNSYLVANIA 1-11459 23-2758192
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
No.)
TWO NORTH NINTH STREET, ALLENTOWN, PA. 18101-1179
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 610-774-5151
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(Former name or former address, if changed since last report.)
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Item 5. Other Events
The following text is from a Company news release of June
27, 1997, regarding the Company's acquisition of a gas business:
PP&L Resources to Acquire Penn Fuel Gas, Inc. - Acquisition of
Gas Business to Diversify PP&L Resources' Energy Delivery
Capabilities
PP&L Resources, Inc. (NYSE:PPL) and Penn Fuel Gas, Inc.,
announced Friday (6/27) that they have signed a definitive
agreement under which PP&L Resources will acquire Penn Fuel Gas.
Penn Fuel Gas distributes and stores natural gas and also
sells propane. The company has nearly 100,000 customers in
Pennsylvania and a few hundred in Maryland.
Under the terms of the agreement, upon consummation of the
merger, shareowners of the privately held Penn Fuel Gas would
receive, subject to certain adjustments, 7.665 common shares of
PP&L Resources for each common share of Penn Fuel Gas that they
own. Based on recent New York Stock Exchange closing prices,
PP&L Resources expects to issue about $121 million of common
stock to complete the transaction.
The agreement has been approved by the boards of directors
of the two companies. In addition, PP&L Resources has received a
commitment that a block of nearly 95 percent of Penn Fuel Gas's
shares will be voted in favor of the merger.
"The addition of Penn Fuel Gas to the PP&L Resources family
of companies will expand our ability to provide our customers
with energy choices at highly competitive prices," said William
F. Hecht, chairman, president and chief executive officer of PP&L
Resources. "We are very pleased to have the opportunity to
expand into the natural gas business with a quality operation
like Penn Fuel Gas."
"The agreement with PP&L Resources ensures that Penn Fuel
Gas's customers, employees, shareowners and communities will be
well-served," said Terry H. Hunt, president and chief executive
officer of Penn Fuel Gas. "Like Penn Fuel Gas, PP&L Resources
has a proven record of providing high quality, reasonably priced
service to customers."
PP&L Resources' primary subsidiary is Pennsylvania Power &
Light Co., which provides electricity services to 1.2 million
customers in central and eastern Pennsylvania.
Hecht pointed out that the combination with Penn Fuel Gas is
an important strategic step for PP&L Resources. "As the
electricity, natural gas and other markets develop, we are
preparing to offer a full range of energy sources to our
customers and to develop our customer base. This acquisition is
an important step in our plan to deliver more energy alternatives
to the Pennsylvania and Mid-Atlantic markets," Hecht said.
With headquarters in Oxford, PA., Penn Fuel Gas owns and
operates PFG Gas, Inc., and North Penn Gas Co., both of which are
natural gas distribution companies. Penn Fuel Gas also operates
a propane business and North Penn Gas also owns natural gas
storage facilities. Penn Fuel Gas and its two subsidiaries
provide natural gas service to customers in more than half the
counties in Pennsylvania, in an area stretching from the northern
area of Maryland to northern Pennsylvania.
Penn Fuel Gas's net income in 1996 was $7.4 million on
revenues of $113.5 million. The company has total assets of
$196.5 million.
The proposed merger is subject to receipt of regulatory
approvals, including approvals from the Pennsylvania Public
Utility Commission, the Maryland Public Service Commission and
the Securities and Exchange Commission. The acquisition is
expected to be completed in about 12 months.
Hecht said that Penn Fuel Gas will retain its name and
operate as a wholly owned subsidiary of PP&L Resources.
In addition to Pennsylvania Power & Light, other PP&L
Resources operating subsidiaries are Power Markets Development
Co., which invests in energy projects worldwide; and Spectrum
Energy Services Corp., which markets energy-related services and
products.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
PP&L RESOURCES, INC.
By: /s/ R. E. Hill
R. E. Hill
Sr. Vice President-Financial
Date: June 30, 1997
