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TYPE: SC 13E4/A
SEQUENCE: 1
DESCRIPTION: AMENDMENT NO. 2 TO SCHEDULE 13E-4
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 2)
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PP&L RESOURCES, INC.
(NAME OF ISSUER)
PP&L RESOURCES, INC.
(NAME OF PERSON FILING STATEMENT)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
693499105
(CUSIP NUMBER OF CLASS OF SECURITIES)
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JOHN R. BIGGAR
SENIOR VICE PRESIDENT - FINANCIAL
PP&L RESOURCES, INC.
TWO NORTH NINTH STREET
ALLENTOWN, PENNSYLVANIA 18101
(TEL. NO. 610-774-5151)
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
AUGUST 14, 1998
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$459,000,000 $91,800
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* Calculated solely for purposes of determining the filing fee, based upon
the purchase of 17,000,000 shares at the maximum tender offer price per
share of $27.00.
[X] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11(A)(2)
AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID.
IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM
OR SCHEDULE, AND THE DATE OF ITS FILING.
Amount Previously Paid: 91,800 Filing Party: PP&L Resources, Inc.
Form or Registration No.: Schedule 13E-4 Date Filed: August 14, 1998
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EXPLANATORY NOTE
This Amendment No. 2 is being filed solely to file as an Exhibit to this
Issuer Tender Offer Statement on Schedule 13E-4 the press release issued by PP&L
Resources, Inc. on September 18, 1998.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT
NO. DESCRIPTION
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(a) (10) Press Release dated September 18, 1998.
2
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: September 21, 1998 PP&L Resources, Inc.
By: /s/ John R. Biggar
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Name: John R. Biggar
Title: Senior Vice President
Financial
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EXHIBITS
EXHIBIT
NO. DESCRIPTION
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99.(a)(10) Press Release dated September 18, 1998.
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NEWS RELEASE
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[LOGO OF PPL]
PP&L NEWS RELEASE
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If there are problems with the transmission of the news
release, call (610) 774-5068
Contact: Jim Abel (610) 774-5987
PP&L RESOURCES, INC. ANNOUNCES FINAL RESULTS
OF DUTCH AUCTION SELF-TENDER OFFER
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ALLENTOWN, Pa. - PP&L Resources, Inc. (NYSE: PPL) announced Friday (9/18) the
final results of its Dutch Auction self-tender offer that expired last Friday
(9/11).
Based on a final count, the company is purchasing 17 million shares of
its common stock at $24.50 per share, said John R. Biggar, PP&L Resources senior
vice president-Financial.
On Aug, 14, the company announced that it planned to purchase 17 million
shares - or about 10 percent of its outstanding common stock - at a price to be
determined within a range of $24.50 to $27 per share.
Shareowners who tendered their shares at $24.50 or at the price
established by the Dutch Auction process will have shares purchased by the
company at the $24.50 price.
Shares tendered and accepted for purchase as odd lots will be purchased
in full. Of the remaining shares available for purchase at $24.50, approximately
50.24 percent will be purchased based on the final proration of total shares
offered at this price, Biggar said.
The mailing of payments for the shares accepted in the tender and the
return of all other shares tendered but not accepted should occur by September
24, added Biggar.
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-2-
The company also announced on Monday (9/14) that it has authorized a
program for the purchase of up to 3 million shares of its common stock on the
open market, depending on market conditions. After the purchase of shares
through the Dutch Auction self-tender, the company has approximately 157 million
shares of common stock outstanding.
PP&L Resources, Inc. is a holding company based in Allentown, Pa. Its
subsidiaries include PP&L, Inc., which provides electricity delivery service to
1.2 million homes and businesses in Pennsylvania; generates electricity; sells
retail electricity throughout Pennsylvania through its PP&L EnergyPlus Co.; and
markets or trades wholesale energy to 26 states and Canada through its
state-of-the-art Energy Marketing Center.
Other PP&L Resources subsidiaries include PP&L Global, Inc., a worldwide
independent power company which develops, owns and operates electric generation
and distribution companies worldwide including the United Kingdom, Chile, El
Salvador, Argentina, Peru, Spain, Portugal, Bolivia and Brazil; Penn Fuel Gas,
which distributes and stores natural gas and also sell propane in Pennsylvania
and Maryland; PP&L Spectrum, Inc., which markets energy-management services and
products; and H. T. Lyons, Inc. and McClure Co., two energy management and
heating, ventilating and air-conditioning firms, which provide both construction
and maintenance services in Pennsylvania, New Jersey and Delaware.
For recent news releases and other information about PP&L Resources, see
our Internet home page at www.pplresources.com
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09W1898A1
FINANCIAL
