Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PP&L RESOURCES, INC.
(Exact name of Registrant as specified in its charter)
Commonwealth of Pennsylvania 23-2758192
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
PP&L Resources, Inc.
Two North Ninth Street
Allentown, Pennsylvania 18101
(Address, including zip code, of Registrant's principal executive office)
INCENTIVE COMPENSATION PLAN
and
INCENTIVE COMPENSATION PLAN
FOR KEY EMPLOYEES
(Full title of the Plans)
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James E. Abel
Vice President-Finance and Treasurer
PP&L Resources, Inc.
Two North Ninth Street
Allentown, PA 18101
(610) 774-5151
(Name, address, including zip code, and telephone number, including area
code, of Registrant's agent for service)
Copies to:
Vincent Pagano, Jr.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000
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CALCULATION OF REGISTRATION FEE
Title of Securities to be Proposed Proposed
Registered Maximum Maximum Amount
Amount to Offering Aggregate of
be Price Per Offering Registration
Registered Share (1) Price (1) Fee
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Common Stock, $0.01 par value
per share(a) . . . . . . . 6,500,000 $ 22.56 $146,640,000 $38,712.96
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(h)(i) and 457(c) under the Securities Act of
1933, as amended. The proposed maximum offering price per share, the
proposed maximum aggregate offering price and the amount of
registration fee have been computed on the basis of the average high
and low prices per share of the Class A common stock on the New York
Stock Exchange on January 28, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by PP&L Resources, Inc. (the "Company"
or "Registrant") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are hereby incorporated by reference in this
Registration Statement.
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1998.
2. The description of the Company's capital stock contained in the
Company's Registration Statement on Form 8-B dated April 27, 1995.
3. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999, June 30, 1999 and September 30, 1999.
4. The Current Reports on Form 8-K of the Company dated February 18,
1999, March 10, 1999, April 23, 1999, May 24, 1999, June 15, 1999,
July 28, 1999, August 11, 1999, September 30, 1999, October 27,
1999, December 12, 1999, December 22, 1999 and January 27, 2000.
All documents filed by the Company pursuant to Sections 13, 14 or
15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration
Statement indicating that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein 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 Registration Statement.
Item 4. Description of Securities.
Not required.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities offered hereby has been passed upon by
Michael A. McGrail, Esq., Senior Counsel of PP&L, Inc., the principal
subsidiary of the Company. Mr. McGrail is a full-time employee of PP&L, Inc.
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Mr. McGrail owns 850 shares of restricted Common Stock through the Incentive
Compensation Plan (the "ICP") and the Incentive Compensation Plan for Key
Employees (the "ICPKE", and together with the ICP, the "Plans").
Item 6. Indemnification of Directors and Officers
Section 7.01 of the By-laws of the Company 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 person; 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
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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.
(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, bylaw
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 Company may also be indemnified in
certain circumstances pursuant to the statutory provisions of general
application contained in Pennsylvania law.
The Company 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.
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Item 7. Exemption from Registration Claimed.
Shares previously issued under the ICPKE were issued in reliance upon
Securities and Exchange Commission Release No. 33-6188 and Release No.
33-6281 and Section 4(2) of the Securities Act of 1933.
Item 8. Exhibits.
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 PricewaterhouseCoopers 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 - Powers of Attorney
Item 9. Undertakings.
The Company hereby undertakes:
(a) (1) To file, during any period in which offers or sales are being
made, another 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 the 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 the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this post-effective amendment.
(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.
(b) 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.
(c) 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 6 above, the registrant
has been advised that in the opinion of the 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended (the "Act"), the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Allentown,
Commonwealth of Pennsylvania, on the day of January 28, 2000.
PP&L RESOURCES, INC.
By: /s/ William F. Hecht
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William F. Hecht,
Chairman, President
and Chief Executive Officer
Pursuant to the requirements of the Act, this registration statement
has been signed below by the following persons in the capacities indicated on
January , 2000.
Signature Title Date
/s/ William F. Hecht Principal Executive January 28, 2000
- ------------------------------ Officer and Director
William F. Hecht, Chairman,
President and Chief Executive
Officer
/s/ John R. Biggar Principal January 28, 2000
- ------------------------------ Financial Officer
John R. Biggar, Senior Vice
President and Chief
Financial Officer
/s/ J. J. McCabe Principal January 28, 2000
- ------------------------------ Accounting Officer
J. J. McCabe, Vice President and
Controller
Frederick M. Bernthal, E. Allen January 28, 2000
Deaver, William J. Flood, Elmer Directors
D. Gates, Stuart Heydt, Frank A.
Long, Norman Robertson
January 28, 2000
/s/ William F. Hecht
- ------------------------------
By William F. Hecht,
Attorney-in-Fact
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Exhibit 5(a)
(PP&L LETTERHEAD APPEARS HERE)
February 2, 2000
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 the affairs of PP&L and its parent company, PP&L Resources, Inc.
("Resources").
With respect to the registration statement on Form S-8 (the
"Registration Statement") to be filed by Resources on or about the date
hereof with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, relating to the Incentive Compensation Plan and the
Incentive Compensation Plan for Key Employees, each as Amended and Restated
as of January 1, 1999 (the "Plans") and 6,500,000 shares of Resources' Common
Stock (the "Shares"), par value $.01 per share, in connection therewith, I
wish to advise you as follows:
`
I am of the opinion that Resources 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 that have been awarded to
participants in the Plans ("Participants") have been validly issued and are
fully paid and nonassessable and that, when appropriate action has been taken
by the Compensation and Corporate Governance Committee of the Board of
Directors of Resources or the Corporate Leadership Council of Resources, as
applicable, and when such Shares have been awarded to Participants, or issued
upon exercise of options granted to Participants, in each case in accordance
with the provisions of the Plans, any Shares to be so awarded or issued to
such Participants will be validly issued, fully paid and nonassessable.
I am of the opinion that the Common Stock of Resources 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 and, in my
opinion, such statements are correct.
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I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of my name in the Registration
Statement. I also hereby give my consent to the use of my name in the
opinion of Simpson Thacher & Bartlett, filed as an exhibit to said
Registration Statement.
Very truly yours,
/s/ Michael A. McGrail
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Exhibit 5(b)
(SIMPSON THACHER & BARTLETT LETTERHEAD APPEARS HERE)
February 2, 2000
PP&L Resources, Inc.
Two North Ninth Street
Allentown, Pennsylvania 18101
Ladies and Gentlemen:
We have acted as counsel to PP&L Resources, Inc., a Pennsylvania
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") which the Company intends to file
with the Securities Exchange Commission under the Securities Act of 1933, as
amended, relating to 6,500,000 shares of Common Stock, par value
$.01 per share, of the Company (the "Shares"), in connection with the
Incentive Compensation Plan and the Incentive Compensation Plan for Key
Employees (the "Plans").
We have examined copies of the Plans, the Registration Statement
(including the exhibits thereto) and the related prospectus. In addition, we
have examined, and have relied as to matters of fact upon, the originals, or
duplicates or certified or conformed copies, of such records, agreements,
instruments and other documents and have made such other and further
investigations as we have deemed relevant and necessary in connection with
the opinions expressed herein. As to questions of fact material to this
opinion, we have relied upon certificates of public officials and of officers
and representatives of the Company.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as duplicates or certified or conformed
copies, and the authenticity of such latter documents.
We are of the opinion that when appropriate action has been taken by
the Compensation and Corporate Governance Committee of the Board of Directors
of the Company or the Corporate Leadership Council of the Company, as
applicable, and when such Shares have been awarded to participants in the
Plans ("Participants"), or issued upon exercise of options granted to
Participants, in each case in accordance with the provisions of the Plans,
any Shares to be so awarded or issued to such Participants will be validly
issued, fully paid and nonassessable.
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 an as exhibit to the Registration Statement.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Simpson Thacher & Bartlett
Exhibit 23(a)
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 1, 1999 relating to the
consolidated financial statements and financial statement schedules, which
appears in PP&L Resources, Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1998.
PricewaterhouseCoopers LLP
Philadelphia, PA
January 28, 2000
Exhibit 24
PP&L RESOURCES, INC.
ISSUANCE OF COMMON STOCK IN CONNECTION WITH
INCENTIVE COMPENSATION PLANS
POWER OF ATTORNEY
The undersigned directors of PP&L Resources, Inc., a Pennsylvania
corporation (the "Company"), hereby appoint William F. Hecht, John R. Biggar
and Robert J. Grey their true and lawful attorney, 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 provisions of the Securities Act of 1933,
as amended, (the "Act") a registration statement for the registration under
the provisions of the Act, and any other rules, regulations or requirements
to the Securities and Exchange Commission thereof, of up to 6.5 million
shares of Common Stock of the Company, to be issued in connection with its
Incentive Compensation Plan and its Incentive Compensation Plan for Key
Employees 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 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 25th day of June, 1999.
/s/ Frederick M. Bernthal L.S.
---------------------------------
Frederick M. Bernthal
/s/ E. Allen Deaver L.S.
---------------------------------
E. Allen Deaver
/s/ William J. Flood L.S.
---------------------------------
William J. Flood
/s/ Elmer D. Gates L.S.
---------------------------------
Elmer D. Gates
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/s/ William F. Hecht L.S.
---------------------------------
William F. Hecht
/s/ Stuart Heydt L.S.
---------------------------------
Stuart Heydt
/s/ Frank A. Long L.S.
---------------------------------
Frank A. Long
/s/ Norman Robertson L.S.
---------------------------------
Norman Robertson
