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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
PP&L, Inc.
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(Name of Issuer)
3.35% Series Preferred Stock (CUSIP No. 69349x-20-1)
4.40% Series Preferred Stock (CUSIP No. 69349x-30-0)
4.60% Series Preferred Stock (CUSIP No. 69349x-50-8)
5.95% Series Preferred Stock (CUSIP No. 69349x-80-5)
6.05% Series Preferred Stock (CUSIP No. 69349x-70-6)
6.125% Series Preferred Stock (CUSIP No. 69349x-87-0)
6.15% Series Preferred Stock (CUSIP No. 69349x-60-7)
6.33% Series Preferred Stock (CUSIP No. 69349x-86-2)
6.75% Series Preferred Stock (CUSIP No. 69349x-88-8)
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(Title of Class of Securities and CUSIP Number)
John R. Biggar
Senior Vice President-Financial
PP&L Resources, Inc.
Two North Ninth Street
Allentown, PA 18101
(610) 774-5151
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 4, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [_]
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Exchange Act") or otherwise subject to the liabilities of that section of
the Exchange Act but shall be subject to all other provisions of the Exchange
Act (however, see the Notes).
PAGE 1 of 6 PAGES
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SCHEDULE 13D
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CUSIP No. 69349x-20-1, 69349x-30-0, Page 2 of 6 Pages
69349x-50-8, 69349x-80-5, 69349x-70-6,
69349x-87-0, 69349x-60-7, 69349x-86-2,
69349x-88-8
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PP&L Resources, Inc.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
SC,AF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Pennsylvania
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SOLE VOTING POWER
7
NUMBER OF
3,406,891
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
3,406,891
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,406,891
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
82.4
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TYPE OF REPORTING PERSON*
14
HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 6 Pages
Item 1. Security and Issuer.
-------------------
This statement relates to the shares (the "Shares") of (i) 3.35% Series
Preferred Stock, (ii) 4.40% Series Preferred Stock, (iii) 4.60% Series
Preferred Stock, (iv) 5.95% Series Preferred Stock, (v) 6.05% Series Preferred
Stock, (vi) 6.125% Series Preferred Stock, (vii) 6.15% Series Preferred Stock,
(viii) 6.33% Series Preferred Stock and (ix) 6.75% Series Preferred Stock, in
each case par value $100 per share (collectively, the "Series Preferred Stock"),
of PP&L, Inc. (formerly Pennsylvania Power & Light Company), a Pennsylvania
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at Two North Ninth Street, Allentown, PA 18101-1179.
Item 2. Identity and Background.
-----------------------
This statement is being filed by PP&L Resources, Inc., a Pennsylvania
corporation ("Resources" together with PP&L, the "Companies").
Resources is a holding company with headquarters in Allentown,
Pennsylvania. Its subsidiaries include PP&L, which provides electricity delivery
service in eastern and central Pennsylvania, sells retail electricity throughout
Pennsylvania and markets wholesale electricity throughout the eastern United
States; PP&L Global, Inc., an international independent power company; PP&L
Spectrum, Inc., which markets energy-related services and products; Capital
Funding, which engages in financing for Resources and its subsidiaries; H.T.
Lyons, Inc., a heating, ventilating and air-conditioning firm; and McClure
Company, a heating, ventilating and air-conditioning firm which Resources
acquired on July 27, 1998.
During the past five years, neither Resources nor PP&L, nor to the
knowledge of Resources or PP&L, any of its directors or executive officers: (i)
have been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) were a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Funds necessary to purchase the Series Preferred Stock were obtained by
Resources through intercompany loans from PP&L. A portion of such financing was
obtained by PP&L through the issuance by PP&L of a total of $250 million of
"Company-obligated mandatorily redeemable preferred securities of subsidiary
trusts holding solely company debentures" (Preferred Securities) by two Delaware
statutory business trusts. The balance of such funding was obtained from PP&L's
general corporate funds.
Item 4. Purpose of Transaction.
----------------------
The Shares were purchased by Resources pursuant to a tender offer (the
"Offer") announced on March 3, 1997. Resources made the Offer because the
purchase of the Shares pursuant to the terms of the Offer was an economically
attractive opportunity for the Companies. Resources also felt that the Offer
gave holders of the Series Preferred Stock an
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Page 4 of 6 Pages
opportunity to sell their Shares at a price which reflected a premium over their
market price without the usual transaction costs associated with a market sale.
The purchase of the Shares pursuant to the Offer also provided Resources
with the voting power necessary to effect certain amendments to PP&L's Articles
of Incorporation or to obtain consents thereunder. 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 all Series 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 all Series 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
shares of 4 1/2% Preferred Stock or any Series Preferred Stock merge or
consolidate with other corporations, issue unsecured debt, issue additional
shares of the 4 1/2% Preferred Stock or any 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. Such amendments and consents may
be adverse to the unaffiliated holders of the Series Preferred Stock.
Other than as described above, the Companies currently have no plans or
proposals which relate to, or may result in, any of the matters listed in Items
4(a) - (j) of Schedule 13D (although the Companies reserve the right to develop
such plans).
Item 5. Interest in Securities of Issuer.
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(a)-(b) As a result of the transactions described herein, Resources is the
beneficial owner of 3,406,891 shares of PP&L's Series Preferred Stock,
representing approximately 82.4% of the outstanding shares of the Series
Preferred Stock. Resources has the sole power to vote and dispose of all such
shares.
As of the date of this filing, to the knowledge of the Companies, no shares
of Series Preferred are beneficially owned by any of the persons named in
Schedule 1.
(c) Except as stated in Item 4 above, there have not been any transactions
in the Series Preferred effected by or for the account of the Companies or, to
the knowledge of any of the persons named in Schedule 1, during the past 60
days.
(d) Not applicable.
(e) Not applicable.
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Page 5 of 6 Pages
Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to
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Securities of the Issuer.
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Except as set forth in response to Items 2, 3, 4 and 5 hereof, neither of
the Companies, nor to the knowledge of any of their respective directors or
executive officers, have any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of the Issuer, including, but not limited to, transfer or voting of
any securities of the Issuer, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss
or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
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Exhibit 1. Junior Subordinated Indenture, dated as of April 1, 1997,
between PP&L, Inc. and The Chase Manhattan Bank, as Trustee
(incorporated by reference to Exhibit 4.1 to Registration
Statement No. 333-20661).
Exhibit 2. Amended and Restated Trust Agreement, dated as of April 8, 1997,
among PP&L, Inc., The Chase Manhattan Bank, as Property Trustee,
Chase Manhattan Bank (Delaware), as Delaware Trustee, and
John R. Biggar and James E. Abel, as Administrative Trustees
(incorporated by reference to Exhibit 4.4 to Registration Statement
No. 333-20661).
Exhibit 3. Guarantee Agreement, dated as of April 8, 1997, between PP&L, Inc.
and The Chase Manhattan Bank, as Trustee (incorporated by reference
to Exhibit 4.6 to Registration Statement No. 333-20661).
Exhibit 4. Amended and Restated Trust Agreement, dated as of June 13, 1997,
among PP&L, Inc., The Chase Manhattan Bank, as Property Trustee,
Chase Manhattan Bank (Delaware), as Delaware Trustee, and
John R. Biggar and James E. Abel, as Administrative Trustees
(incorporated by reference to Exhibit 4.4 to Registration Statement
No. 333-27773).
Exhibit 5. Guarantee Agreement, dated as of June 13, 1997, between PP&L, Inc.
and The Chase Manhattan Bank, as Trustee (incorporated by reference
to Exhibit 4.4 Exhibit 4.6 to Registration Statement No. 333-27773).
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Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
PP&L RESOURCES, INC.
By: ________________________________________
Name: John R. Biggar
Title: Senior Vice President-Financial
PP&L Resources, Inc. and PP&L, Inc.
Dated: October 2, 1998
