<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 27, 1998
REGISTRATION NO. ___________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-3
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 (I.R.S. Employer Identification
of incorporation or organization) Number)
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)
JOHN R. BIGGAR, SENIOR VICE PRESIDENT--FINANCIAL
PP&L RESOURCES, INC.
TWO NORTH NINTH STREET
ALLENTOWN, PENNSYLVANIA 18101
610/774-5151
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: At such time
or times after the effective date of this Registration Statement as the
registrant shall determine based on market conditions and other factors.
--------
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING
BOX.[X]
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX.[_]
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING
PURSUANT TO RULE 462(b) UNDER THE SECURITIES ACT, PLEASE CHECK THE FOLLOWING BOX
AND LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER
EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING.[_]
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(c)
UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT
FOR THE SAME OFFERING.[_]
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX.[_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===========================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(a) OFFERING PRICE(a) FEE
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value.. 6,500,000 $22.875 $148,687,500 $43,863
============================================================================================================
</TABLE>
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(a) For the purpose of calculating the registration fee only. The price shown is
based on the average of the high and low sales prices for the Common Stock
on the New York Stock Exchange consolidated tape on March 20, 1998 in
accordance with Rule 457(c).
(b) Pursuant to Rule 429, the form of Prospectus included in this Registration
Statement also relates to 399,461 shares of Common Stock previously
registered under the Registration Statement on Form S-3 (File No. 33-59405)
of PP&L Resources, Inc. A filing fee of $6,465.52 was paid on
December 21, 1995 in connection with said Registration Statement of which
$3,443.63 relates to the 399,461 shares being carried forward.
2
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PP&L RESOURCES, INC.
DIVIDEND REINVESTMENT PLAN
The Dividend Reinvestment Plan ("Plan") of PP&L Resources, Inc. ("PP&L
Resources") provides participants in the Plan with a convenient way of investing
cash dividends and cash payments in additional shares of Common Stock of PP&L
Resources.
Participants in the Plan may:
. have cash dividends on their Common Stock of PP&L Resources and their
Preferred Stock of PP&L, Inc. ("PP&L") automatically reinvested.
. invest optional cash payments on a monthly basis of up to $80,000 in a
calendar year. Shares purchased with optional cash payments received by
the 25th day of a month will be credited to a participant's account as of
the first business day of the following month.
. transfer shares of Common Stock of PP&L Resources registered in their
names to their Plan accounts for safekeeping.
In addition, employees of PP&L and other wholly-owned subsidiaries of PP&L
Resources may invest in shares of Common Stock of PP&L Resources through
automatic payroll deductions and through optional cash payments.
The price for newly issued shares of Common Stock of PP&L Resources will be
the average of the high and low sale prices of such Common Stock on the
investment date. The price for shares of Common Stock of PP&L Resources
purchased in the open market or from participants who wish to sell their shares
will be determined by dividing the total cost of all shares purchased by the
number of shares so purchased. See Questions #16 and #17 herein for additional
information concerning the calculation of the price for shares purchased under
the Plan.
Shareowners who do not wish to participate in the Plan will receive
dividends, as declared, in the usual manner. The dividend policy of PP&L
Resources will depend upon future earnings, financial requirements and other
factors.
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, 1998.
<PAGE>
AVAILABLE INFORMATION
PP&L Resources and PP&L are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith will file reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information filed by PP&L Resources can be inspected
and copied at the public reference facilities maintained by the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following
Regional Offices of the Commission: Chicago Regional Office, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661; and New York Regional Office, Seven
World Trade Center, Suite 1300, New York, New York 10048. Copies of this
material can also be obtained by mail from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. The Commission also maintains a worldwide web site (http:// www. sec.
gov) that contains reports, proxy and information statements and other
information filed by PP&L Resources and PP&L. The Common Stock of PP&L Resources
and certain series of Preferred Stock of PP&L are listed on the New York Stock
Exchange and the Philadelphia Stock Exchange. Reports, proxy statements and
other information concerning PP&L Resources and PP&L can be inspected and copied
at the respective offices of those exchanges at 20 Broad Street, New York, New
York 10005, and at 1900 Market Street, Philadelphia, Pennsylvania 19103. In
addition, reports, proxy statements and other information concerning PP&L
Resources and PP&L can be inspected at the offices of PP&L, Two North Ninth
Street, Allentown, Pennsylvania 18101.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated herein by reference and made a part
hereof:
1. PP&L Resources's latest Annual Report on Form 10-K.
2. The "Description of Registrant's Securities to be Registered," contained
in Item 4 of the Registration Statement on Form 8-B of PP&L Resources
relating to the Common Stock.
All documents filed by PP&L Resources 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 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 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 INCORPORATED DOCUMENTS (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 PP&L, INC., TWO
NORTH NINTH STREET, ALLENTOWN, PA 18101, ATTENTION: INVESTOR SERVICES
DEPARTMENT (800/345-3085). YOU MAY ALSO CONTACT THE INVESTOR SERVICES
DEPARTMENT VIA E-MAIL AT [email protected].
GENDER REFERENCE
References herein to "he," "him," and "his" shall include the feminine forms
of such terms.
2
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THE COMPANY
PP&L Resources is a holding company with headquarters in Allentown, PA. 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; PP&L Capital
Funding, Inc., which engages in financing for PP&L Resources and its
subsidiaries; and H.T. Lyons, Inc., a heating, ventilating and air-conditioning
firm which PP&L Resources acquired on January 22, 1998. Other subsidiaries may
be formed by PP&L Resources to take advantage of new business opportunities.
PP&L Resources' principal subsidiary, PP&L, was incorporated under the laws of
the Commonwealth of Pennsylvania in 1920 and is an operating public utility
providing electric service in central eastern Pennsylvania. 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 cities of which are Allentown, Bethlehem, Harrisburg,
Hazleton, Lancaster, Scranton, Wilkes-Barre and Williamsport. PP&L also offers
electricity and other services to retail and wholesale customers throughout
Pennsylvania and neighboring states.
PP&L Resources' offices are located at Two North Ninth Street, Allentown,
Pennsylvania 18101, and its telephone number is (610) 774-5151.
DESCRIPTION OF THE PLAN
The following is a question and answer description of the Dividend
Reinvestment Plan (the "Plan") of PP&L Resources.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide participants with a convenient way of
investing cash dividends on shares of Common Stock of PP&L Resources and
Preferred Stock of PP&L and cash payments in additional shares of Common Stock
of PP&L Resources.
Under the terms of their respective articles of incorporation, PP&L Resources
is authorized to issue Preferred Stock in series from time to time and PP&L is
authorized to issue Preference Stock in series from time to time in addition to
its Preferred Stock. In the event that PP&L Resources issues Preferred Stock or
PP&L issues Preference Stock in the future, the dividends paid on those shares
may be reinvested pursuant to the Plan in additional shares of Common Stock of
PP&L Resources. For convenience, throughout the balance of this Prospectus, the
term "Preferred Stock" means the Preferred Stock of PP&L Resources and the
Preferred and Preference Stock of PP&L, and the term "Common Stock" means the
Common Stock of PP&L Resources.
Specifically, participants in the Plan may (a) have cash dividends on their
shares of Preferred Stock and Common Stock automatically reinvested or (b)
continue to receive cash dividends on shares registered in their names and
invest by making optional cash payments of up to $80,000 in a calendar year or
(c) invest both their cash dividends and such optional cash payments. In
addition, employees of PP&L and other direct wholly-owned subsidiaries of PP&L
Resources may invest in shares of Common Stock through automatic payroll
deductions and through optional cash payments. Full investment of funds is
possible under the Plan because the Plan permits fractions of shares, as well as
full shares, to be credited to participants' accounts. In addition, dividends
with respect to such fractions, as well as full shares, will be credited to
participants' accounts. Regular Statements of Account provide each participant
with a record of each transaction.
Shares purchased through the Plan will, at the option of PP&L Resources, be
either newly issued shares of Common Stock, shares purchased in the open market
or shares purchased from participants who wish to sell their shares. To the
extent that shares of Common Stock purchased with reinvested dividends, optional
cash payments or employee payroll deductions are purchased from PP&L Resources
as newly issued shares, PP&L Resources will have available funds for its general
corporate purposes.
The Plan permits participants to avoid the problems of safekeeping of
certificates for shares of Common Stock credited to their Plan accounts. In
addition, participants may transfer to their Plan accounts for safekeeping
shares of Common Stock registered in their names. See Question #23 for
information concerning the certificate safekeeping features of the Plan.
3
<PAGE>
The Plan also provides a convenient method for participants to dispose of
shares of Common Stock held in their accounts under the Plan. See Questions #27
and #28 for additional information concerning the disposition of shares credited
to participants' accounts.
There are currently no service charges to participants in connection with
purchases under the Plan although such charges may exist in the future.
Brokerage commissions incurred in connection with the purchase of shares of
Common Stock in the open market will be paid by PP&L Resources. See Questions
#16 and #17 for information concerning the possibility that interest costs
incurred by PP&L will be included in the purchase price paid by participants if
shares are acquired for the Plan in market purchases in advance of a dividend
payment date or in advance of the receipt by PP&L of optional cash payments or
payroll deductions.
ADMINISTRATION
2. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
PP&L administers the Plan on behalf of PP&L Resources, keeps records, sends
quarterly (or more frequent) Statements of Account to participants and performs
other duties relating to the Plan. Purchases of shares of Common Stock in the
open market will be made by a broker selected by PP&L. Shares of Common Stock
purchased under the Plan will be registered in the name of PP&L, as agent for
participants in the Plan, and allocated to participants' accounts.
Questions concerning a participant's account under the Plan should be
addressed to PP&L, Inc. Investor Services Department, Two North Ninth Street,
Allentown, PA 18101. Participants can also call the Investor Services Department
toll-free at 800/345-3085 if they have questions about their accounts or contact
the Investor Services Department via E-mail at [email protected].
PARTICIPATION
3. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
All holders of record of shares of Preferred Stock and Common Stock are
eligible to participate in the Plan. To be eligible to participate in the Plan,
beneficial owners whose only shares are registered in names other than their own
(such as a trustee or broker or bank nominee) must first become holders of
record by having their shares transferred into their names unless such trustee
or broker or bank nominee participates in the Plan. See Question # 5 for
information concerning participation in the Plan by nominee holders.
All employees of PP&L and other wholly-owned subsidiaries of PP&L Resources
are eligible to participate in the Plan through automatic payroll deductions
and/or optional cash payments even though they do not have any shares registered
in their names.
PARTICIPATION BY SHAREOWNERS
4. HOW DOES A SHAREOWNER PARTICIPATE?
A shareowner who is not currently participating may join the Plan at any time
by completing an Authorization Form and returning it to PP&L. If the
Authorization Form returned by a shareowner entitled to a dividend is received
by PP&L on or before the 10th day of the month prior to the payment date for a
particular dividend, that dividend will be used to purchase additional shares of
Common Stock for the shareowner. If the Authorization Form is received by PP&L
after the 10th day of the month prior to the payment date for a particular
dividend, then the reinvestment of dividends will not begin until the next
dividend. For example, in order to invest the quarterly dividend payable on
October 1, a shareowner's Authorization Form must be received by PP&L no later
than September 10. If the Authorization Form is received after September 10, the
dividend payable on October 1 will be paid in cash and the shareowner's
participation in the Plan will begin with the dividend payable on January 1.
Those shareowners who do not wish to participate in the Plan will receive
dividends, as declared, in the usual manner.
4
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CURRENT PARTICIPANTS IN THE PLAN WHO WISH TO CONTINUE THEIR PARTICIPATION IN
THE PLAN DO NOT NEED TO COMPLETE AND RETURN A NEW AUTHORIZATION FORM.
Authorization Forms may be obtained by contacting:
PP&L, Inc.
Investor Services Department
Two North Ninth Street
Allentown, PA 18101
5. WHAT DOES THE SHAREOWNER AUTHORIZATION FORM PROVIDE?
The shareowner Authorization Form allows each shareowner to decide the extent
to which he wants to participate in the Plan. By checking the appropriate box on
the Authorization Form, a shareowner may indicate whether he wants to (a)
reinvest dividends paid on shares of Common Stock registered in his name or (b)
reinvest dividends paid on shares of Preferred Stock registered in his name or
(c) reinvest dividends paid on both the shares of Common Stock and the shares of
Preferred Stock registered in his name or (d) participate in the Plan by making
optional cash payments only.
A nominee holder (such as a trustee, broker or bank) who wishes to reinvest
dividends on only a portion of the shares of Preferred Stock or Common Stock
registered in its name may obtain additional information and an appropriate
authorization card by writing to PP&L, Inc. Investor Services Department, Two
North Ninth Street, Allentown, PA 18101, by calling the Investor Services
Department toll-free at 800/345-3085 or by contacting the Investor Services
Department via E-mail at [email protected].
6. WHEN WILL SHARES BE PURCHASED WITH REINVESTED DIVIDENDS?
In the case of shares purchased in the open market or from participants who
wish to sell their shares, cash dividends, which are payable on the first day of
January, April, July and October, will be invested quarterly no later than the
10th day after the dividend payment date, subject to any applicable requirements
of Federal securities laws affecting the timing and manner of purchases of
Common Stock for the Plan.
By completing the purchase of shares by the 10th day of the month in which a
dividend is paid, PP&L will be able to inform participants on a timely basis of
the relevant information concerning their investment in the Common Stock. In
acquiring Common Stock for the Plan through market purchases, the number of
shares that can be purchased in the market on a particular day may be limited by
Federal securities law and market considerations. As a result, it may be
necessary to purchase a portion of the shares needed to meet reinvested
dividends in advance of a dividend payment date to be able to provide Statements
of Account to participants on a timely basis. The exact timing of purchases made
in advance of a dividend payment date as well as the number of shares so
purchased will depend upon the amount of dividends expected to be reinvested as
well as Federal securities law and market considerations.
In the case of newly issued shares of Common Stock, the investment date for
dividends will be the first day of January, April, July and October on which the
New York Stock Exchange is open for trading.
OPTIONAL CASH PAYMENTS
7. WHO IS ELIGIBLE TO MAKE OPTIONAL CASH PAYMENTS?
Participants who have submitted a signed Authorization Form, whether or not
they have authorized the reinvestment of dividends or, in the case of employees,
automatic payroll deductions, are eligible to make optional cash payments.
If a shareowner participant chooses to participate by optional cash payments
only, cash dividends will be paid on shares registered in the participant's name
in the usual manner, and any optional cash payment received from the participant
will be applied to the purchase of additional shares of Common Stock for the
participant's account. If an employee participant chooses to participate by
optional cash payments only, payroll deductions will not be made and any
optional cash payment received from the participant will be applied to the
purchase of additional shares of Common Stock for the participant's account. In
either case, however, and subject to a participant's election to receive in cash
a specified percentage of dividends
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on shares in the participant's Plan account as described in Question #18,
dividends payable on shares of Common Stock credited to the account of the
participant under the Plan will be automatically reinvested in additional shares
of Common Stock.
An initial optional cash payment may be made by a participant when enrolling
by enclosing a check with the Authorization Form. CHECKS SHOULD BE MADE PAYABLE
TO "PP&L, INC., AGENT" and returned along with the Authorization Form in the
envelope provided. Thereafter, optional cash payments may be invested by the use
of the cash payment form attached to each Statement of Account sent to
participants.
8. WHAT ARE THE LIMITATIONS ON MAKING OPTIONAL CASH PAYMENTS?
The option to make cash payments is available to each participant at any
time. Optional cash payments made by a participant cannot exceed a total of
$80,000 in a calendar year. Optional cash payments must be received by PP&L by
the 25th day of a month to be invested as of the first business day of the
following month. The same amount of money need not be sent each month or
quarter, and there is no obligation to make an optional cash payment each month
or quarter.
9. WHEN WILL SHARES BE PURCHASED WITH OPTIONAL CASH PAYMENTS?
Optional cash payments will be invested monthly.
In the case of shares purchased in the open market or from participants who
wish to sell their shares, such investment will be made no later than the 10th
day of the month following the month in which such payments are received, or
deemed to be received, by PP&L, subject to any applicable requirements of
Federal securities laws affecting the timing and manner of purchases of Common
Stock for the Plan.
By completing the purchase of shares by the 10th day of the month following
the month in which optional cash payments are received, PP&L will be able to
inform participants on a timely basis of the relevant information concerning
their investment in the Common Stock. In acquiring Common Stock for the Plan
through market purchases, the number of shares that can be purchased in the
market on a particular day may be limited by Federal securities law and market
considerations. As a result, it may be necessary to purchase a portion of the
shares needed to meet optional cash payments in advance of the time such cash
payments are received by PP&L to be able to provide Statements of Account to
participants on a timely basis. The exact timing of purchases made in advance of
the receipt of optional cash payments as well as the number of shares so
purchased will depend upon the amount of cash payments expected to be invested
as well as Federal securities law and market considerations.
In the case of newly issued shares of Common Stock, the investment date for
optional cash payments will be the first day in each month on which the New York
Stock Exchange is open for trading.
Optional cash payments received after the 25th day of a month will be deemed
to have been received in, and held by PP&L until, the next month. SINCE NO
INTEREST WILL BE PAID ON OPTIONAL CASH PAYMENTS, YOU ARE STRONGLY URGED TO MAKE
YOUR OPTIONAL CASH PAYMENTS SHORTLY BEFORE THE 25TH DAY OF THE MONTH. HOWEVER,
YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE THAT YOUR OPTIONAL CASH PAYMENT WILL
BE RECEIVED BY THE 25TH DAY OF THE MONTH. If the 25th day of the month is a
Saturday, Sunday or holiday, the deadline for the receipt of optional cash
payments will be the next business day after the 25th day of such month.
Optional cash payments will be refunded if a written request for refund is
received by PP&L on or before the last day of the month. If the last day of the
month is a Saturday, Sunday or holiday, the deadline for the receipt of a refund
request will be the last business day of such month.
OPENING NEW ACCOUNTS
10. CAN A SHAREOWNER OPEN A NEW ACCOUNT IN THE NAME OF ANOTHER PERSON?
Yes. A shareowner may direct PP&L to open a new account in the name of any
other person--for example, a family member. To open the account, the participant
simply submits a New Account Form, with the name and signature of the
participant and the name, address, social security number and signature of the
person for whom the new account is being
6
<PAGE>
opened, along with a check for the initial optional cash payment. The initial
optional cash payment to the new account is subject to the limitations described
in Question #8 and will be invested in accordance with Question #9. At that
time, the designated person will become a full participant in the Plan.
PARTICIPATION BY EMPLOYEES
11. HOW DOES AN EMPLOYEE PARTICIPATE?
An employee may join the Plan at any time by completing an Authorization Form
and returning it to PP&L.
12. WHAT DOES THE EMPLOYEE AUTHORIZATION FORM PROVIDE?
The employee Authorization Form allows each employee to decide the extent to
which he wants to participate in the Plan. By checking the appropriate box on
the Authorization Form, an employee may indicate whether he wants to (a) invest
in shares of Common Stock through automatic payroll deductions and/or (b)
participate in the Plan by making optional cash payments only.
13. WHAT ABOUT PAYROLL DEDUCTIONS?
Payroll deduction authorizations will be for an indefinite period of time.
The employee will specify on the Authorization Form the amount to be withheld
from his pay each month. The minimum monthly deduction is $2.00.
Payroll deductions will be invested monthly in the same manner as optional
cash payments. One-half of the deduction will be withheld from the employee's
pay for the first pay period ended in each month and the remainder from the
employee's pay for the second pay period ended in each month. In the event that
there is a third pay period in any month, no deduction will be made for that pay
period.
14. HOW DO I CHANGE MY PAYROLL DEDUCTION?
The amount of payroll deduction can be revised, changed or terminated at any
time by written notice to PP&L, Inc., Investor Services Department, Two North
Ninth Street, Allentown, PA 18101 or by completing an Authorization Form and
returning it to PP&L. Commencement, revision or termination of deductions will
become effective as soon as practicable after an employee's request is received
by PP&L.
PURCHASES
15. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR PARTICIPANTS?
The number of shares to be purchased for the participant's account depends on
the amount of the participant's dividends, including dividends on shares
credited to the participant's account under the Plan, the amount of any optional
cash payments and the purchase price of the shares of Common Stock. In the case
of an employee participant, the number of shares to be purchased also depends on
the amount of the employee's payroll deduction. Each participant's account will
be credited with that number of shares, including fractions computed to three
decimal places, equal to the total amount to be invested divided by the
applicable purchase price.
16. WHAT WILL BE THE PRICE OF SHARES OF COMMON STOCK PURCHASED UNDER THE PLAN?
Shares of Common Stock purchased for Plan participants may be newly issued
shares of Common Stock. In addition, shares of Common Stock purchased for Plan
participants may be acquired in the open market or from participants who wish to
sell their shares.
Purchases of shares in the open market will be made at then current market
prices and may be made on any securities exchange where the Common Stock is
traded, in the over-the-counter market or in negotiated transactions and may be
on such terms as the broker selected by PP&L Resources for such purpose may
determine. Shares of Common Stock may also be purchased from Plan participants
as described in Questions #27 and #28.
7
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The purchase price for shares acquired in the open market or from Plan
participants who wish to sell their shares will be the average price of all
shares purchased for the Plan (adjusted as described below). To the extent that
shares of Common Stock are purchased in advance of a dividend payment date or in
advance of the receipt by PP&L of optional cash payments or employee payroll
deductions, PP&L will advance the funds for those purchases through its normal
short-term borrowing facilities. In that event, the interest costs incurred by
PP&L (offset by any dividends payable on unallocated shares purchased for the
Plan prior to an ex-dividend date) will be allocated over the total number of
shares purchased with such reinvested dividends, optional cash payments or
employee payroll deductions and included in the price paid by participants.
The purchase price for newly issued shares of Common Stock will be the
average of the high and low sale prices of the Common Stock on the investment
date as reported by The Wall Street Journal (as composite transactions). If no
trading occurs in the Common Stock on the investment date, the purchase price
will be the average of the last bid and asked prices on the New York Stock
Exchange on that date.
17. WHAT PERCENTAGE OF THE PURCHASE PRICE MAY CONSTITUTE INTEREST COSTS
RESULTING FROM ADVANCE PURCHASES OF SHARES?
Based on an estimated short-term interest rate for PP&L of 6.25% and an
estimated market price of $20 per share for the Common Stock, the interest cost
included in the purchase price paid by participants for shares acquired in the
open market or from participants who desire to sell their shares would be less
than one cent per share for each day that such share is purchased in advance. It
is currently expected that purchases would not be made more than 25 days in
advance. If purchases were made 25 days in advance and based on the above
assumptions, the interest cost that would be included in the purchase price paid
by participants would be less than 1% of the purchase price.
This example uses assumed numbers to put into perspective the interest costs
that could be included in the purchase price paid by participants. The actual
amount of interest included in the purchase price paid by participants will
depend upon the then current price of the Common Stock, the interest rates
incurred by PP&L for its short-term borrowings and the number of days that
purchases are made in advance.
The interest cost applicable to the purchase of shares under the Plan will be
calculated by PP&L and included in the price for shares, as reported on each
participant's Statement of Account. No separate payment will be required to be
made by participants for any such interest costs.
When newly issued shares of Common Stock are issued to meet Plan
requirements, no purchases will be made in advance of an investment date. As a
result, when newly issued shares of Common Stock are used to meet Plan
requirements, no interest charges will be included in the purchase price paid by
participants.
18. MAY I HAVE DIVIDENDS ON SHARES HELD IN THE PLAN SENT DIRECTLY TO ME?
Yes. A participant may elect to receive cash dividends on all or any portion
of shares of Common Stock held by PP&L for the account of a participant. Cash
dividends will be paid by check on the regular payment date for dividends on the
Common Stock on January 1, April 1, July 1 and October 1 of each year. As an
alternative to the receipt of a dividend check, the participant may arrange to
have such dividends directly deposited into a bank account selected by the
participant. Information concerning the direct deposit of dividends may be
obtained by contacting PP&L's Investor Services Department at the address,
toll-free telephone number or E-mail address shown below.
The election to receive a portion of a participant's Plan dividends in cash
may be made by sending a written request to PP&L, Inc., Investor Services
Department, Two North Ninth Street, Allentown, PA 18101, by calling the Investor
Services Department toll-free at 800/345-3085 or by contacting the Investor
Services Department via E-mail at [email protected]. Such request should specify
the portion of dividends paid on a participant's Plan shares--stated as a
percentage of such dividends to be received in cash. A request to receive a
specified dollar amount of dividends in cash or dividends with respect to a
specific number of shares will not be accepted. Once made, an election will
remain in effect until changed by the participant.
In the absence of receipt of notice from a participant to receive cash
dividends on all or any portion of the shares held in the participant's Plan
account, all dividends credited to that account will be reinvested.
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Notice of such an election must be received by PP&L not later than the 10th
day of the month preceding a dividend payment date to be effective for that
dividend payment date. For example, in order to receive a portion of the January
1 dividend in cash, notice of the participant's election specifying the
percentage of dividends to be received in cash must be received by PP&L by
December 10. If notice of such election is received after December 10, the
dividend payable on January 1 will be governed by any prior election made by the
participant and the new election will take effect beginning with the dividend
payable on April 1. In the case where the participant had not previously made
such an election, all of the participant's January 1 dividends will be
reinvested.
This feature of the Plan also makes it possible for shareowners who have
Common Stock certificates registered in their names to have those certificates
transferred to the Plan for safekeeping and to continue to receive quarterly
dividends by check or direct deposit. See Question #23. To do so, the shares
represented by such certificates must be transferred to the participant's
account in the Plan accompanied by a request to receive in cash a specified
percentage of all dividends paid on the participant's Plan shares. Information
and the forms necessary to enroll in the safekeeping features of the Plan may be
obtained by contacting PP&L's Investor Services Department at the address,
toll-free telephone number or E-mail address shown above.
REPORTS TO PARTICIPANTS
19. HOW WILL PARTICIPANTS BE ADVISED OF THEIR PURCHASE OF STOCK?
As soon as practicable after each purchase, a participant will receive a
Statement of Account. The Statements of Account are a participant's continuing
record of the cost of his purchases and should be retained for tax purposes. In
addition, each participant will receive copies of communications sent to every
other shareowner, including the shareowner newsletter, quarterly financial
review, annual report, notice of annual meeting and proxy statement and income
tax information for reporting dividends paid.
DIVIDENDS
20. WILL PARTICIPANTS BE CREDITED WITH DIVIDENDS ON SHARES HELD IN THEIR ACCOUNT
UNDER THE PLAN?
Yes. PP&L Resources and PP&L pay dividends, as declared, to the record
holders of all shares of their stock. As the record holder for participants,
PP&L, as agent, will receive dividends for all Plan shares held on the record
date. Subject to a participant's election to receive in cash a specified
percentage of dividends on shares in the participant's Plan account as described
in Question # 18, PP&L will credit dividends to participants on the basis of
full and fractional shares held in their accounts, and such dividends will be
reinvested in additional shares of Common Stock.
CERTIFICATES FOR SHARES
21. WILL STOCK CERTIFICATES BE ISSUED FOR SHARES OF COMMON STOCK PURCHASED?
Normally, certificates for shares of Common Stock purchased under the Plan
will not be issued to participants. The number of shares credited to an account
under the Plan, including shares transferred to a participant's account pursuant
to the certificate safekeeping features of the Plan, will be shown on the
participant's Statement of Account. This additional service protects against
loss, theft or destruction of stock certificates.
Certificates for any number of shares up to the number of full shares
credited to an account under the Plan will be issued upon written request of a
participant who wishes to remain in the Plan. The form on the participant's
Statement of Account may be used for this purpose. The request should be mailed
to PP&L, Inc., Investor Services Department, Two North Ninth Street, Allentown,
PA 18101. Any remaining full shares and fractional shares will continue to be
credited to the participant's account.
Shares credited to the account of a participant under the Plan may not be
pledged. A participant who wishes to pledge such shares must request that
certificates for such shares be issued in his name.
Certificates for fractional shares will not be issued under any
circumstances.
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22. IN WHOSE NAME WILL ACCOUNTS BE MAINTAINED AND CERTIFICATES REGISTERED WHEN
ISSUED?
Accounts for shareowner participants will be maintained in the participants'
names as shown on the shareowner records of PP&L Resources or PP&L at the time
the participants join the Plan. Accounts for employee participants will be
maintained in the name(s) indicated on the Authorization Form. When issued,
certificates for full shares will be registered in the account name.
Upon written request, certificates also can be registered and issued in names
other than the account name subject to compliance with any applicable laws and
the payment by the participant of any applicable taxes, provided that the
request bears the signature of the participant and the signature is guaranteed
by a financial institution which is a participant in a Medallion signature
guarantee program.
TRANSFER OF SHARES TO THE PLAN FOR SAFEKEEPING
23. MAY A PARTICIPANT TRANSFER SHARES OF COMMON STOCK REGISTERED IN HIS NAME TO
HIS PLAN ACCOUNT FOR SAFEKEEPING?
Yes. Participants may elect to have shares of Common Stock registered in
their names held by the Plan for safekeeping. To participate in the safekeeping
features of the Plan, Common Stock certificates must be forwarded to, and
registered in the name of, PP&L as agent for Plan participants. Shares
represented by such certificates will be credited to the participant's account
in the Plan. Subject to a participant's election to receive in cash a specified
percentage of dividends on shares in the participant's Plan account as described
in Question #18, dividends paid on all such shares of Common Stock must be
reinvested.
To take advantage of the certificate safekeeping features of the Plan, a
participant must submit the certificates to PP&L, together with a completed
Letter of Transmittal. The Letter of Transmittal, together with detailed
instructions, will be provided to participants upon request. Such request may be
made by writing to PP&L, Inc., Investor Services Department, Two North Ninth
Street, Allentown, PA 18101, by calling the Investor Services Department toll-
free at 800/345-3085 or by contacting the Investor Services Department via E-
mail at [email protected].
The method used to submit certificates for safekeeping is at the option and
risk of the participant. If certificates are mailed, insured registered mail is
suggested for the participant's protection. THE CERTIFICATES SHOULD NOT BE
ENDORSED.
Shares of Common Stock held by the Plan for safekeeping are protected against
loss, theft and inadvertent destruction. Such shares may be withdrawn or sold at
any time in accordance with the procedures described in Questions #27 and #28.
The certificate safekeeping features apply only to Common Stock. Shares of
Preferred Stock are not eligible for the safekeeping features of the Plan.
CHANGING METHOD OF PARTICIPATION AND WITHDRAWAL
24. HOW DOES A PARTICIPANT CHANGE HIS METHOD OF PARTICIPATION?
A participant may change his method of participation at any time by
completing an Authorization Form and returning it to PP&L or by submitting a
written request to the address set forth in Question 4.
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25. MAY A PARTICIPANT WITHDRAW FROM THE PLAN?
Yes. The Plan is entirely voluntary and a participant may withdraw at any
time.
If the request to withdraw is received by PP&L on or before the last day of
the month, the amount of the dividend, any optional cash payment and, in the
case of employee participants, payroll deductions which would otherwise have
been invested will be paid as soon as practicable to the withdrawing
participant. Thereafter, all dividends will be paid in cash and no payroll
deductions will be made. A shareowner or employee may elect to re-enroll in the
Plan at any time.
26. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?
In order to withdraw from the Plan, a participant must notify PP&L in writing
that he wishes to withdraw. Written notice should be addressed to PP&L, Inc.,
Investor Services Department, Two North Ninth Street, Allentown, PA 18101.
Written notice may also be provided by completing the form on the Statement of
Account and returning that form to PP&L.
27. WHAT OPTIONS ARE AVAILABLE TO A PARTICIPANT WHO WITHDRAWS FROM THE PLAN?
Upon withdrawing from the Plan, a participant may elect to:
(a) receive a certificate for all of the full shares credited to his account
in the Plan and a check for any fractional share; or
(b) request that all of the full and any fractional shares credited to his
account in the Plan be sold; or
(c) receive a certificate for any portion of the full shares credited to his
account and sell any shares (both full and fractional) remaining in his
account in the Plan after the certificate is issued.
The withdrawing participant must notify PP&L in writing of his election. The
form on the participant's Statement of Account may be used for this purpose.
If a participant elects to receive a certificate for all of the full shares
credited to his account in the Plan, the check for any fractional share will be
based on the sale price of the fractional share.
If a withdrawing participant requests that his full and fractional shares be
sold, unless such shares are needed to meet Plan requirements, PP&L will place a
sale order for such shares for the participant's account through a fiduciary
institution selected by PP&L. The participant will receive the proceeds of the
sale less any brokerage commission and any applicable transfer tax.
From time to time, shares being sold by withdrawing participants may be
needed to meet Plan requirements. In that event, the withdrawing participant's
full and fractional shares will be purchased by the Plan. The price paid to the
withdrawing participant will be equal to the average of the high and low sale
prices of the Common Stock on the day the participant's request is received by
PP&L's Investor Services Department, as reported by The Wall Street Journal (as
composite transactions). If a participant's request is received on a day for
which The Wall Street Journal does not publish the high and low sale prices of
the Common Stock, the price for shares purchased by the Plan will be the average
of the high and low sale prices for the day next reported by The Wall Street
Journal (as composite transactions). The participant will receive the proceeds
of the sale less any applicable transfer tax. There will be no brokerage
commissions charged in connection with such sales. At such times as PP&L
Resources elects to meet Plan requirements with newly issued shares of Common
Stock, a participant's full or fractional shares will not be purchased for the
Plan. In those circumstances, sales of a withdrawing participant's shares will
be handled only in the manner described in the preceding paragraph.
28. MAY A PARTICIPANT REQUEST THAT SHARES HELD IN HIS PLAN ACCOUNT BE SOLD
WITHOUT WITHDRAWING FROM THE PLAN?
Yes. A participant may, if he desires, request in writing that all or any
part of the full (but not fractional) shares credited to his account in the Plan
be sold without such participant having to withdraw from the Plan. The form on
the participant's Statement of Account may be used for this purpose.
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If a participant requests that his full shares be sold, unless such shares
are needed to meet Plan requirements, PP&L will place a sale order for such
shares for the participant's account through a fiduciary institution selected by
PP&L. The participant will receive the proceeds of the sale less any brokerage
commission and any applicable transfer tax.
From time to time, shares being sold by participants may be needed to meet
Plan requirements. In that event, the participant's full shares will be
purchased by the Plan. The price paid to the selling participant will be equal
to the average of the high and low sale prices of the Common Stock on the day
the participant's request is received by PP&L's Investor Services Department, as
reported by The Wall Street Journal (as composite transactions). If a
participant's request is received on a day for which The Wall Street Journal
does not publish the high and low sale prices of the Common Stock, the price for
shares purchased by the Plan will be the average of the high and low sale prices
for the day next reported by The Wall Street Journal (as composite
transactions). The participant will receive the proceeds of the sale less any
applicable transfer tax. There will be no brokerage commissions charged in
connection with such sales. At such times as PP&L Resources elects to meet Plan
requirements with newly issued shares of Common Stock, a participant's full
shares will not be purchased for the Plan. In those circumstances, sales of a
participant's shares will be handled only in the manner described in the
preceding paragraph.
Dividends paid on any full or fractional shares remaining in the
participant's account will continue to be reinvested in accordance with the
terms of the Plan.
29. MAY A PARTICIPANT TERMINATE HIS PARTICIPATION THROUGH PAYROLL DEDUCTION OR
DIVIDEND REINVESTMENTS AND STILL REMAIN IN THE PLAN?
Yes. A participant who terminates payroll deductions or the reinvestment of
dividends paid on shares registered in his name may leave his shares in the
Plan. Subject to a participant's election to receive in cash a specified
percentage of dividends on shares in the participant's Plan account as described
in Question #18, dividends paid on shares left in the Plan will continue to be
automatically reinvested for his account. The participant may also continue to
make optional cash payments.
OTHER INFORMATION
30. WHAT HAPPENS WHEN A PARTICIPANT SELLS OR TRANSFERS ALL OF THE SHARES
EVIDENCED BY CERTIFICATES REGISTERED IN HIS NAME?
If a participant disposes of all shares registered in his name in certificate
form, dividends on the shares held for the participant's account under the Plan
will continue to be reinvested unless otherwise instructed by the participant.
31. WHAT HAPPENS IF PP&L RESOURCES ISSUES A STOCK DIVIDEND OR DECLARES A STOCK
SPILT?
Any stock dividend or split shares distributed by PP&L Resources on shares
credited to the account of a participant under the Plan will be credited to the
participant's account. Stock dividends or split shares distributed on shares
held directly by participants will be mailed to such participants in the same
manner as to shareowners who are not participating in the Plan.
32. HOW WILL A PARTICIPANT'S SHARES HELD UNDER THE PLAN BE VOTED AT MEETINGS OF
SHAREOWNERS?
If shares registered in the name of a participant in the Plan are voted by
him on any matter submitted to a meeting of shareowners, PP&L will vote any
shares held in the participant's account under the Plan in accordance with the
participant's proxy or instructions for the shares registered in his name. If no
shares are registered in a participant's name, shares credited to the account of
a participant under the Plan will be voted in accordance with instructions of
the participant given on an instruction form which will be furnished to the
participant. If the participant desires to vote in person at the meeting, a
proxy for shares credited to his account under the Plan may be obtained upon
written request received by PP&L at least 15 days before the meeting.
If no instructions are received on a returned proxy card or instruction form,
properly signed, with respect to any item thereon, all of a participant's
shares--those registered in his name, if any, and shares credited to his account
under the Plan-- will be voted in the same manner as for non-participating
shareowners who return proxies and do not provide instructions
12
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- -- i.e, in accordance with the recommendations of the Board of Directors of PP&L
Resources. If the proxy card or instruction form is not returned or if it is
returned unsigned, none of the participant's shares will be voted unless the
participant votes in person.
33. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
In the case of shares acquired for a participating shareholder in open market
transactions with reinvested dividends, for Federal income tax purposes the
participating shareholder will be treated as having received a cash dividend in
the amount of cash used to purchase shares on his behalf in the open market
(including any interest costs associated with advance purchases and any
brokerage commissions attributable to such shares). The Internal Revenue
Service has published a ruling of general application to the effect that a
participant's share of brokerage commissions applicable to shares purchased in
the open market (which will be paid by PP&L Resources) is taxable as dividend
income to that participant. That amount will be reported to the participant
annually on Form 1099. A participating shareholder who acquires shares of
Common Stock from the Company with reinvested dividends under the Plan will be
treated for Federal income tax purposes as having received a dividend in the
amount of the fair market value of the shares of Common Stock received.
A participant's tax basis for shares purchased pursuant to the Plan with
reinvested dividends will be the amount included in income by the participant
with reference to such shares. A participant's tax basis for shares purchased
pursuant to the Plan with optional cash payments or employee payroll deductions
will be the price paid for such shares (including any interest costs associated
with advance purchases), increased by the amount of any brokerage commissions
attributable to the purchase of such shares. Because interest costs associated
with advance purchases are included in the participant's tax basis, such
interest costs are not deductible by the participant for Federal income tax
purposes. The shares will have a holding period beginning on the day after the
shares are allocated to the participant's account. The participant's statement
of account will show the tax basis for the current transaction and the date the
shares were allocated to the participant's account.
A participant will not recognize any taxable income when he receives
certificates for full shares credited to his account either upon his request
that such certificates be issued or upon withdrawal from the Plan or the
termination of the Plan by PP&L Resources. However, a participant must recognize
gain or loss when full shares credited to his account under the Plan are sold
either at the request of the participant or by the participant himself after
certificates for such shares have been registered in his name. A participant
must also recognize gain or loss when such participant receives a cash payment
for any fractional share credited to such participant's account upon such
participant's withdrawal from the Plan or upon the termination of the Plan by
PP&L Resources. The amount of gain or loss is the difference between the amount
which the participant receives for the shares (or fractional share) and the tax
cost basis thereof.
In the case of those foreign shareowners whose dividends are subject to
United States federal income tax withholding or in the case of domestic
shareowners whose dividends are subject to the 31% backup withholding tax, the
amount applied to the purchase of shares will be equal to the amount of
dividends to be reinvested less the amount of any tax required to be withheld.
The regular Statement of Account confirming purchases will indicate the amount
of any tax withheld.
34. MAY THE PLAN BE CHANGED OR DISCONTINUED?
PP&L Resources reserves the right to make modifications to the Plan. It also
reserves the right to suspend or terminate the Plan at any time. Any such
modification, suspension or termination will be announced to both participating
and nonparticipating shareowners. If the Plan should be terminated by PP&L
Resources, any shares of Common Stock purchased under the Plan which have not
been allocated to participants' accounts at the termination date will be sold in
the open market subject to any applicable requirements of law or marketing
considerations affecting the timing and manner of sale of such Common Stock.
35. WHAT ARE THE RESPONSIBILITIES OF PP&L RESOURCES AND PP&L UNDER THE PLAN?
In administering the Plan, PP&L Resources and PP&L will not be liable for any
act done in good faith or for any omission to act in good faith, including,
without limitation, any claim of liability arising out of failure to terminate a
participant's account upon that participant's death or with respect to the
prices or times at which shares are purchased or sold for participants or the
sources from which such shares are purchased or sold; provided, however, that
the foregoing will not limit any liability of either PP&L Resources or PP&L
under the Federal securities laws.
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Participants should recognize that neither PP&L Resources nor PP&L can assure
them of a profit or protect them against a loss on the shares purchased under
the Plan.
36. WHO INTERPRETS AND REGULATES THE PLAN?
PP&L Resources and PP&L reserve the right to interpret and regulate the Plan
as may be necessary or desirable in connection with the operation of the Plan.
---------------------
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 will be 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 of PP&L Resources incorporated in this
Prospectus by reference to PP&L Resources' 1997 Annual Report on Form 10-K for
the year ended December 31, 1997, have been so incorporated in reliance on the
report of Price Waterhouse LLP, independent 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 PP&L Resources. This 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 PP&L Resources since the date hereof.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Securities and Exchange Commission registration fee $ 43,863
Printing and engraving............................... 55,000
Legal fees........................................... 8,500
Accounting fees...................................... 3,300
Postage.............................................. 40,000
Miscellaneous........................................ 3,337
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Total............................................. $154,000
=======
____________
All of the above except the Securities and Exchange Commission
registration fee are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 7.01 of the By-laws of the registrant 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 fees and expenses
of counsel selected by such persons; 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.
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(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 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 or 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 benefit 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 registrant may also be indemnified in certain
circumstances pursuant to the statutory provisions of general application
contained in Pennsylvania law.
The registrant 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 16. 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 17. UNDERTAKINGS.
The undersigned registrant 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;
(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
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registrant 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 undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant'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 registrant
pursuant to the provisions of the By-laws of the registrant and the provisions
of Pennsylvania law described under Item 15 above, the registrant 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 registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant 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 registrant 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.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT CONTINUES TO MEET
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 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, 1998.
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, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
/s/ William F. Hecht Principal Executive
- ----------------------------------------------------- Officer and Director
William F. Hecht, Chairman, President
and Chief Executive Officer
/s/ John R. Biggar Principal Financial Officer
- -----------------------------------------------------
John R. Biggar, Senior Vice President--Financial
/s/ J.J. McCabe Principal Accounting Officer
- -----------------------------------------------------
J.J. McCabe, Vice President and Controller
FREDERICK M. BERNTHAL, E. ALLEN DEAVER, NANCY K. Directors
DICCIANI, WILLIAM J. FLOOD, ELMER D. GATES, STUART
HEYDT, RUTH LEVENTHAL, MARILYN WARE LEWIS, FRANK
A. LONG AND NORMAN ROBERTSON
By /s/ William F. Hecht
-----------------------------------------------
William F. Hecht, Attorney-in-fact
</TABLE>
II-4
<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.
<TABLE>
<S> <C>
3(i) --Copy of Articles of Incorporation (Exhibit B to Proxy Statement of Pennsylvania Power & Light
Company and Prospectus of PP&L Resources, Inc. dated March 9, 1995)
3(ii) --Copy of By-laws (Exhibit 3.2 to Registration Statement No. 33-57949)
*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
8 --Opinion of Michael A. McGrail, Esq. with respect to the exemption of Common Stock of the
Company from the Pennsylvania personal property tax (Reference is made to Exhibit 5(a) filed
herewith)
*23(a) --Consent of Price Waterhouse LLP
23(b) --Consent of Michael A. McGrail, Esq. (Reference is made to Exhibit 5(a) filed herewith)
23(c) --Consent of Simpson Thacher & Bartlett (Reference is made to Exhibit 5(b) filed herewith)
*24 --Power of Attorney
</TABLE>
<PAGE>
Exhibit 5(a)
[PP&L, INC. LETTERHEAD]
FAX: 610/774-6726
March 27, 1998
PP&L Resources, Inc.
Two North Ninth Street
Allentown, Pennsylvania 18101
Dear Sirs:
I am Senior Counsel of PP&L, Inc. ("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-3 (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 6,500,000
shares of its Common Stock (the "Shares"), par value $.01 per share, to be
purchased from time to time by participants under a Dividend Reinvestment 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 the Shares to be purchased in the open
market or from participants in the Plan have been legally issued and are fully
paid and nonassessable and that, when such Shares have been issued and sold and
the purchase price paid therefor, any newly issued Shares to be purchased
through the Plan will be legally issued, fully paid and nonassessable.
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-3 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
<PAGE>
Exhibit 5(b)
(212) 455-2000
March 27, 1998
PP&L Resources, Inc.
Two North Ninth Street
Allentown, Pennsylvania 18101
Ladies and Gentlemen:
With respect to the Registration Statement on Form S-3 (the
"Registration Statement") of PP&L Resources, Inc. (the "Company"), relating to
6,500,000 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 Dividend Reinvestment 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 legally 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 legally issued, fully
paid and nonassessable.
<PAGE>
PP&L Resources, Inc. -2- March 27, 1998
We are members of the Bar of the State of New York. 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.
We hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Simpson Thacher & Bartlett
SIMPSON THACHER & BARTLETT
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
February 2, 1998 appearing on page 41 of PP&L Resources, Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1997. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Philadelphia, Pennsylvania
March 27, 1998
<PAGE>
Exhibit 24
PP&L RESOURCES, INC.
ISSUANCE OF COMMON STOCK IN CONNECTION WITH
DIVIDEND REINVESTMENT PLAN
POWER OF ATTORNEY
-----------------
The undersigned directors of PP&L Resources, Inc., a Pennsylvania
corporation, hereby appoint William F. Hecht, Ronald E. Hill and Robert J. Grey,
their true and lawful attorneys, 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 the 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 up to an additional
6.5 million shares of Common Stock of PP&L Resources, Inc. to be issued in
connection with its Dividend Reinvestment Plan, and any and all amendments
thereto, whether said amendments add to, delete from or otherwise alter any 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
<PAGE>
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.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals
this 23rd day of January, 1998.
/s/ Frederick M. Bernthal /s/ Stuart Heydt
- --------------------------- ----------------------------
Frederick M. Bernthal Stuart Heydt
/s/ E. Allen Deaver /s/ Ruth Leventhal
- --------------------------- ----------------------------
E. Allen Deaver Ruth Leventhal
/s/ Nance K. Dicciani /s/ Marilyn Ware Lewis
- --------------------------- ----------------------------
Nance K. Dicciani Marilyn Ware Lewis
/s/ William J. Flood /s/ Frank A. Long
- --------------------------- ----------------------------
William J. Flood Frank A. Long
/s/ Elmer D. Gates /s/ Norman Robertson
- --------------------------- ----------------------------
Elmer D. Gates Norman Robertson
/s/ William F. Hecht
- ---------------------------
Willliam F. Hecht
