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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) March 3, 1997
PP&L Resources, Inc.
___________________________________________________________________________
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 1-11459 23-2758192
___________________________________________________________________________
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
No.)
Pennsylvania Power & Light Company
___________________________________________________________________________
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 1-905 23-0959590
___________________________________________________________________________
(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
___________________________________________________________________________
(Former name or former address, if changed since last report.)
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Item 5. Other Events
On March 3, 1997, PP&L Resources, Inc. ("PP&L Resources")
initiated a tender offer for any and all of the outstanding 4
1/2% Preferred Stock and Series Preferred Stock of Pennsylvania
Power & Light Company ("PP&L") (collectively, the "Preferred
Stock"). All shares of the Preferred Stock purchased by PP&L
Resources pursuant to the tender offer will continue to be
outstanding securities of PP&L and held by PP&L Resources. PP&L
Resources may vote shares acquired pursuant to the tender offer
or other future transactions to effect amendments to PP&L's
Articles of Incorporation, or to obtain consents thereunder,
which may be adverse to the unaffiliated holders of the Preferred
Stock. Under PP&L's Articles of Incorporation, such consents may
be effected by obtaining the consent (given by vote at a meeting
held pursuant to notice containing a statement of such purpose)
of (i) the holders of a majority of the number of shares of the 4
1/2% Preferred Stock then outstanding and (ii) the holders of a
majority of the total number of shares of the Preferred Stock
then outstanding (voting as a single class). Under PP&L's
Articles of Incorporation, such amendments may be effected by
obtaining the consent (given by vote at a meeting or by written
consent) of (i) the holders of two-thirds of the number of shares
of the 4 1/2% Preferred Stock then outstanding and (ii) the
holders of two-thirds of the total number of shares of the
Preferred Stock then outstanding (voting as a single class).
Provisions of PP&L's Articles of Incorporation which the
companies may wish to amend or obtain consents under include,
among other things, limitations on PP&L's ability to increase the
authorized number of any series of Preferred Stock, merge or
consolidate with other corporations, issue senior stock, issue
unsecured debt, issue additional shares of the Series Preferred
Stock and pay dividends on PP&L's common stock in the event that
PP&L's common equity capitalization falls below specified levels.
It is expected that PP&L will lend to PP&L Resources (either
directly or indirectly) the funds that PP&L Resources will need
to complete the tender offer. However, the exact amount that
will be required by PP&L Resources to purchase the shares so
tendered cannot be determined until the expiration of the tender
offer, which is scheduled to occur on April 4, 1997. Assuming
that PP&L Resources purchases all outstanding shares of the
Preferred Stock, the total amount required to purchase such
shares will be approximately $471 million, including fees and
other expenses. In this regard, PP&L expects to derive the funds
necessary to make the loan to PP&L Resources from the planned
issuance of Junior Subordinated Deferrable Interest Debentures to
support a $100 million public offering of Trust Originated
Preferred Securities, internally generated funds, the liquidation
of temporary investments and the issuance of short-term debt.
The tender offer is not conditioned upon consummation of the
planned $100 million public offering of Trust Originated
Preferred Securities.
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. AND
PENNSYLVANIA POWER & LIGHT COMPANY
By: /s/J. J. McCabe
J. J. McCabe -
Vice President & Controller
(PP&L Resources, Inc. and
Pennsylvania Power & Light Company)
Date: March 3, 1997
